Organizational Strategy - Sustainable Development - L'Oréal

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4 L’OréaL - GrI DaTa SHEETS 2011 Xavier Fontanet (3) aged 63. Former Chairman and Chief Executive of Essilor. Director of L’Oréal since 2002, his term of office was renewed in 2010. Director of Crédit agricole ITS. (2) (4) Bernard Kasriel aged 65. Former Chief Executive of Lafarge. Director of L’Oréal since 2004, his term of office was renewed in 2008. Director of arkema and Nucor (United States). Marc Ladreit de Lacharrière aged 71. Member of the Institute. With L’Oréal from 1976 to 1991. Chairman and Chief Executive of Fimalac. Chairman of Fitch (United States). Director of L’Oréal since 1984, his term of office was renewed in 2010. Director of Casino, the Lucien Barrière group and renault. Annette Roux aged 69. Chairman and Chief Executive of Bénéteau from 1976 to 2005, and then Vice-Chairman of the Supervisory Board. Director of L’Oréal since 2007, her term of office was renewed in 2011. (2) (8) Louis Schweitzer aged 69. Chairman and Chief Executive of renault from 1992 to 2005, Chairman of the Board of Directors until 2009. Director of L’Oréal since 2005, his term of office was renewed in 2009. Chairman of the Board of Directors of aB Volvo (Sweden) and astra Zeneca (United Kingdom). Director of BNP Paribas and Veolia Environment. Member of the Consultative Board of allianz aG and Bosch (Germany). The term of office of Directors of L’Oréal is renewable and runs for a statutory four years or for a shorter term to enable the renewal of directors’ terms of office to be spread. Directors each hold at least 1,000 L’Oréal shares. (1) Chairman of the Strategy and Sustainable Development Committee. (2) Member of the Strategy and Sustainable Development Committee. (3) Chairman of the Appointments and Governance Committee. (4) Chairman of the Human Resources and Remuneration Committee. (5) Member of the Appointments and Governance Committee. (6) Member of the Human Resources and Remuneration Committee. (7) Chairman of the Audit Committee. (8) Member of the Audit Committee. (9) In 2009 the terms of office of Mr. Bauer and Mr. Meyers were renewed for a three year period, in 2010 Mr. Castañer Basco for a two year period and Mr. Filippi for a one year period, to enable the smooth renewal of directors’ terms of office. COMPOSITION OF THE EXECUTIVE COMMITTEE AT 31 DECEMBER 2011 Jean-Paul AGON Chairman and Chief Executive Officer Laurent Attal Vice-Chairman, Chief Executive, research and Innovation Jean-Philippe Blanpain Chief Executive, Operations Nicolas Hieronimus Chief Executive, L’Oréal Luxury Jean-Jacques Lebel Vice-Chairman, Chief Executive, Consumer Products Brigitte Liberman Chief Executive, active Cosmetics Marc Menesguen Chief Executive, Strategic Marketing Christian Mulliez Vice-Chairman, Chief Executive, administration and Finance Alexandre Popoff Chief Executive, Latin america Zone Sara Ravella Executive Vice-President, Communication, Sustainability and Public affairs 3/13
4 L’OréaL - GrI DaTa SHEETS 2011 Frédéric Rozé Chief Executive, North america Zone Geoff Skingsley Chief Executive, africa, Middle East Zone Jérôme Tixier Chief Executive, Human resources An Verhulst-Santos Chief Executive, Professional Products Jochen Zaumseil Chief Executive asia, Pacific Zone after seven years spent in the Human relations Division, Geoff Skingsley is taking charge of the africa – Middle East zone Division. This region of the world is the last great frontier for L’Oréal, an area of high demographic growth and significant long term economic potential. Jérôme Tixier, advisor to the Chairman, succeeds Geoff Skingsley and is joining the Executive Committee as Chief Executive, Human relations. Created at the end of 2010 at Executive Committee level, the job of the Strategic Marketing Department, run by Marc Menesguen, is to help oversee group transformations as regards strategic monitoring, consumer understanding, marketing creativity, advertising creation, digital communication and distribution methods, in order to transform all changes in the world into opportunities. > For further details, see the Corporate Governance chapter on pages 27 to 68 of the 2011 reference Document. 4.2 On 17 March 2011, the duties of Chairman and Chief Executive were combined in the person of Mr. Jean-Paul agon. For the Board, this more robust method of governance simplifies decision-making and responsibility and enables greater responsiveness in running and managing the group. Sir Lindsay Owen-Jones was appointed Honorary Chairman of L’Oréal and remains a member of the Board of Directors. 4.3 The directors of L’Oréal are highly committed and exercise complete freedom of judgement. Both in terms of independence and male/female parity, the composition of the Board of Directors complies with the recommendations in the aFEP-MEDEF Code of Corporate Governance. INDEPENDENT DIRECTORS The directors are independent in mind, they have a duty of vigilance and exercise complete freedom of judgement. Their freedom of judgement enables them in particular to participate, entirely independently, in the Board’s decisions and work and Specialist Committees. at end 2011, the Board of Directors examined on a case by case basis the situation of each of its members, in particular as regards the independence criteria given in the aFEP-MEDEF Code. a Board member is independent when he or she has no relationship of any kind with either the Company, its group or its Management that might compromise the exercise of his or her freedom of judgement. With this in mind, the criteria that guide the Board in classifying a member as independent are the following criteria specified in the aFEP-MEDEF Code: t not being an employee or officer of the Company, an employee or Director of its parent company or a consolidated company and not having been so in the previous five years; t not being an officer of a company in which the Company directly or indirectly holds a post of director or in which an appointed employee does so or an officer of the Company (current or having been one in the last five years) holds a post of director; t not being a significant customer, supplier, business banker or merchant banker: • of the Company or its group, or • for which the Company or its group accounts for a significant part of the business; t not having a close family link with an officer of the Company; t not having been an auditor of the business in the previous five years. The Board has not applied one particular criterion specified in the aFEP-MEDEF Code, taking the view that holding an office for more than 12 years does not lose the member concerned his or her status as independent. This is because the status of director is also measured by his or her experience, abilities, authority and thorough understanding of the Company, all assets that allow the strategy to be pursued over the long term. OF THE 14 MEMBERS OF THE BOARD OF DIRECTORS, SIX DIRECTORS ARE CLASSIFIED AS INDEPENDENT: annette roux, Charles-Henri Filippi, Xavier Fontanet, Bernard Kasriel, Marc Ladreit de Lacharrière and Louis Schweitzer. Mr. Ladreit de Lacharrière has been a Director of L’Oréal for more than 12 years but his business experience and freedom of judgement, combined with a thorough understanding of the Company, make a substantial contribution to the Board’s discussions and decisions. It is moreover stated that scrutiny was conducted of financial flows occurring in 2011 between L’Oréal and companies in which the six independent directors also hold offices. It appears that the character of these business relations is not significant. The proportion of independent directors is thus at least one third and complies with the recommendations in the aFEP-MEDEF Code. Under these circumstances, the Board performs its duties with the independence and objectivity necessary and all directors take the interests of all shareholders into account. 4/13
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