Organizational Strategy - Sustainable Development - L'Oréal

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4 L’OréaL - GrI DaTa SHEETS 2011 > For further details, see the “2.2.1.2. Officers of the Company” section on page 30 of the 2011 reference Document. 4.4 RELATIONS WITH SHAREHOLDERS The loyalty of its shareholders is one of the group’s greatest strengths, an essential component for implementing a long term strategy. ACTIVE FINANCIAL INFORMATION L’Oréal organises numerous events for shareholders which are all occasions to strengthen links with them. The group has increased the number of meetings with individual shareholders: a dozen meetings with shareholders were organised in France and Belgium, as well as visits to plants and laboratories, and the group participated at the actionaria exhibition. In total, the financial information team succeeded in meeting 7,000 individual shareholders and about a thousand institutional investors in 2010. For the second consecutive year, L’Oréal’s responsibility to its shareholders and staff was acknowledged at the second edition of “Grand Prix des Actions” organised by Mieux Vivre Votre Argent magazine in partnership with Vigeo, an independent agency specialising in corporate responsibility. L’Oréal also received the General assembly of CaC 40 groups Prize awarded by Capitalcom. THE CONSULTATIVE COMMITTEE OF INDIVIDUAL SHAREHOLDERS IS CELEBRATING ITS FIRST ANNIVERSARY Created in 2010, the Consultative Committee of individual shareholders met four times in the year to discuss themes as varied as preparing for the annual General Meeting and digital communication. a key body in the dialogue with the group’s individual shareholders, the committee enables their expectations to be better understood and the quality of interaction to be constantly improved. REWARDING THE LOYALTY OF L’ORÉAL’S SHAREHOLDERS Since the 27 april 2010 annual General Meeting, L’Oréal has been one of the few CaC 40 companies to offer a loyalty bonus. a dividend increased by 10% is thus offered to all shareholders listed by name or registered for at least two years*, to acknowledge those who support the company over the long term. Naming gives a better understanding of L’Oréal’s shareholders and means they can be offered benefits. Shareholders listed by name have greatly increased in the last two years. 4.5 Directors receive fees the amount of which is approved by the Ordinary General Meeting and the allocation decided by the Board. The amount of fees is allocated between the directors as follows: t an equal share allocated to each of them, including a fixed part and a variable part according to attendance at meetings; t an additional share for members of Specialist Committees, this share being doubled for their Chairman. Exceptional remuneration may be allocated by the Board of Directors for special duties or remits assigned to directors. For 2011, for a full year, the Board allocated a set annual sum of €30,000; a sum of €5,000 per Board meeting attended by the director; a sum of €15,000 for each director member of the Strategy and Sustainable Development Committee and an additional sum of €15,000 for the Chairman of that Committee; a sum of €10,000 for each director member of the Human resources and remuneration Committee and appointments and Governance Committee and an additional sum of €10,000 for the Chairman of each of those Committees; a sum of €25,000 for each director member of the audit Committee and an additional sum of €25,000 for its Chairman. > For further details, see the “5. Directors’ remuneration” section on pages 52 and 53 of the 2011 reference Document. 4.6 as part of directors’ rights and obligations detailed in the L’Oréal Board of Directors’ rules of Procedure and in accordance with the aFEP-MEDEF Code, “every director must inform the Board of any conflict of interest situation, even potential, and must not vote on the corresponding decision”. In this respect, on the basis of statements made by each director, the Board has not identified any conflicts of interests. The information specified in appendix 1 to European regulation number 809/2004 below contains additional details. > For further details, see the “2.2.2.1.2. The work of Board of Directors’ Committees” section on pages 43 and 44 of the 2011 reference Document. 4.7 EXPERIENCED DIRECTORS WITH COMPLIMENTARY ABILITIES L’Oréal’s directors are of various origins, their abilities are complimentary because of their varied business experience and expertise, they have a thorough understanding of the business. The directors are present, active and involved. This all benefits the quality of the Board’s discussions and the preparation of its decisions of a strategic nature. The directors are independently minded, they have a duty of vigilance and exercise total freedom of judgement. Their freedom of judgement enables them in particular to participate, entirely independently, in the work of the Board and its Committees. 4.8 ETHICS L’Oréal bases itself on the fundamental values of respect, integrity and the pursuit of excellence, supported by courage and transparency. 5/13
4 L’OréaL - GrI DaTa SHEETS 2011 L’Oréal’s commitment to act ethically and responsibly is summarised in a document entitled “L’Esprit L’Oréal” (The L’Oréal Spirit) available to all at www.loreal.com. ETHICS AND SUSTAINABLE DEVELOPMENT Ethics is at the heart of L’Oréal’s commitments to enable sustainable growth and consumption. “L’Esprit L’Oréal” provides a general framework for the group’s policies on Corporate Governance, environmental, health and safety strategy, social responsibility and diversity, relations with suppliers, sustainable innovation, responsibility to consumers and philanthropy. THE L’ORÉAL CODE OF BUSINESS ETHICS available in 43 languages, the Code of Business Ethics is the L’Oréal reference Document for everything related to Ethics. It applies to all staff, officers of the Company, members of the group’s Executive and Management Committees and subsidiaries worldwide. Every member of staff receives a copy. The Code of Business Ethics was published for the first time in 2000. It was updated in 2007 with the help of staff from 22 countries who came together in international workgroups in asia, Europe, North america and Latin america. It was then confirmed by the Head of each country, the Head of Human resources and local Legal advisor to ensure that it can be applied in every country. To emphasise its importance, the Chairman and the Chief Executive Officer of L’Oréal both signed the foreword and the entire Executive Committee signed the introduction. The Code of Business Ethics is regularly revised in order to make any improvements. Staff are also encouraged to make their opinions known on the Charter. Country Heads guarantee compliance with the Code of Business Ethics in their individual country. THE GROUP HEAD OF ETHICS The group’s Head of Ethics reports directly to the Chairman and CEO. (For further information, refer to the interview with Emmanuel Lulin, group Head of Ethics). He is tasked with promoting and embedding best practices in the group, and giving help when decisions are made related to ethics. He trains staff and manages any complaints. He regularly assesses results and provides periodic reports to the Chairman and CEO and to the Executive Committee. He has access to all documents and information concerning L’Oréal’s activities and may use any of the group’s resources to properly fulfil his remit. The group’s Ethics Department is ISO 9001 certified. ETHICS OFFICERS The Ethics Officers’ remit is to assist Country Heads in implementing the Ethics approach and they are also a local resource for personnel. With 17 new appointments in 2010 the world-wide network of Ethics Officers gives 93% of staff the benefit of a local contact. ETHICS AND RESTRUCTURING L’Oréal’s sustainable growth is the best guarantee of job security for its staff. In order to attain this goal, L’Oréal has to continually adapt to its environment. This may result in restructuring, especially because of the current difficult economic situation. any decision that might affect the employment experience or jobs of staff is taken after careful consideration. In such situations, L’Oréal is guided by its values of respect and integrity. L’Oréal informs clearly and regularly so the group is certain that staff are informed and maintain ongoing contact with staff and their representative bodies. When job cuts are found to be unavoidable, L’Oréal endeavour to maintain employment, supporting staff by repositioning their jobs, in particular by retraining and moving them within the company or solutions tailored to each personal situation. ETHICS TRAINING Training on Ethics is part of the induction process for new staff. In addition, there are six other special modules designed in particular for Country Heads, Buyers and recruiters. EXTERNAL INITIATIVES L’Oréal signed the United Nations Global Compact in June 2003 and is a member of the Friends of the Global Compact in France Forum. The group also works in close cooperation with the following major associations and institutes: • International Chamber of Trade anti-Corruption Commission • Global Council on Business Conduct, The Conference Board • Ethics and Compliance Officers association • The Ethics resource Center • International Business Ethics Institute • Institute of Business Ethics • Circle of Business Ethics > For further details, see The Global Compact www.loreal.fr/_fr/_fr/html/groupe/l-oreal-soutient-le-pacte-mondial-de-l-onu.aspx The Code of Business Ethics at www.loreal.fr/_fr/_fr/html/groupe/la-charte-ethique.aspx 6/13
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Organizational Strategy - Sustainable Development - L'Oréal

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