Organizational Strategy - Sustainable Development - L'Oréal

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.
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