The Board focuses closely on its targets in terms of composition, for both itself and for its Committees, in particular in terms of gender equality, nationalities and international profiles, as well as a diverse range of skills. The objectives, terms and conditions, and results of its policy in this area are made public in the Corporate Governance Report and included in the Universal Registration Document.
The length of the term of office of Directors is four years. However, terms of office are staggered in order to avoid renewing too many Directors at once and instead renew Directors harmoniously.
In principle, it is agreed by the Board members that Directors are to resign from the Board before the Annual General Meeting following their 73rd birthday and that they not stand for re-appointment if this means they will not be able to carry out their duties for at least two years.
In any event, in accordance with French law and the Articles of Association, the total number of Directors who are over 70 years of age may not exceed one-third of the Directors in office.
The Board of Directors must elect a Chairman from among its members.
The Chairman of the Board organises and oversees the Board’s work and reports thereon to the Annual General Meeting.
The Chairman sets the dates and the agenda for Board meetings and leads the discussions.
The Chairman is actively involved in defining the Company’s growth strategy and encourages and strengthens, inter alia, links between the Company and the main market players.
The Chairman oversees the work of the Company’s bodies responsible for corporate governance and ensures, in particular, that Directors are able to carry out their duties. He may request that any document or information that is likely to assist the Board of Directors in preparing meetings is shared.
The Chairman of the Board must strive as far as possible to promote the values and image of the Company at all times. His views are expressed in this capacity.
He is provided with the material resources required to perform his duties.
The Chairman of the Board takes care, particularly where roles of Chairman and Chief Executive Officer are separated, to develop and maintain a relationship built on trust and regular interaction between the Board and General Management, in order to ensure the continuous and ongoing implementation of the strategies defined by the Board.
Each of the members of the Board declares that they have read the following documents:
The Directors are required to act in the interest of the Company and all its shareholders at all times.
The Directors are required to notify the Board of any situation that may constitute a conflict of interest, even if such conflict is only potential, and must refrain from participating in the corresponding deliberations.
Directors must inform the Board every year of the offices and positions they hold in other companies and of any conflicts of interest, even if only potential, that they have identified (see Annual Report on independence under Article 4.4).
Furthermore, the Board carries out an annual analysis of any business relationships between L’Oréal and companies in which Directors hold directorships or perform functions, to ensure these relationships are not significant. It reports on its findings in the Universal Registration Document.
Directors are required to devote the necessary time and attention to their duties.
They must limit how many other directorships they hold, so as to ensure their availability.
Directors may not hold more than four other directorships in listed companies outside the Group, including in foreign companies. Where required, any Directors concerned are given time to bring their situation into compliance with this rule.
Directors must keep the Board informed of any executive or non-executive directorships they hold in other companies, including any involvement in Board Committees of any French or foreign companies.
Corporate officers may not hold more than two other offices in listed companies outside the Group, including in foreign companies. Directors must seek the Board’s approval before accepting a new corporate office in a listed company.
Each Board member undertakes to be diligent:
