The Directors are required to act in the best interests of the Company and of all its shareholders at all times. Each year, the Board of Directors assesses the situation of each Director as part of its procedures for preventing conflicts of interest. Each Director has the obligation to report any potential conflicts of interest which could arise and, in any such event, must abstain from participating in the corresponding debates and deliberations. The Board and its Committees also ensure that any external service providers it works with do not have any conflicts of interest.
The Internal Rules of the Board of Directors stipulate that the Chief Executive Officer is granted the broadest powers to act in the name of the Company in all circumstances, in compliance with the limits set by the Board. However, transactions of a significant amount or falling outside the Company’s ordinary course of business are submitted to the Board of Directors (see Article 1.2.2. of the Board’s Internal Rules).
Nicolas Hieronimus exercises these powers within the limit of the Company’s Sense of Purpose, subject to the powers expressly granted by French law to Annual General Meetings and the Board of Directors. He represents the Company in its dealings with third parties.
The Chief Executive Officer communicates with complete transparency with all Directors and keeps them regularly informed of all aspects of the Company’s affairs and performance. He is required to provide each Director with all the documents and information they require to carry out their duties. More specifically, the Chief Executive Officer provides Board members with information that may prove useful as they prepare meetings, or whenever the importance or urgency of the information so requires, enabling the Board to manage any relevant issues with complete freedom. The ongoing provision of information also includes any relevant information concerning the Company, and in particular press articles and reports containing financial analysis. The Chief Executive Officer allows the Board and its Committees to meet with senior executives of L’Oréal, within the strict framework of their duties. In consultation with the Chief Executive Officer, the Board and the Committees may use external consultants if they consider it necessary.
Through its reflections and guidance, the Board provides General Management with invaluable strategic decision- making support.
The Internal Rules of the Board stipulate the following duties of Jean-Paul Agon, in his capacity as Chairman of the Board of Directors:"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 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.
The Board decided to broaden the Chairman’s remit to take account of Jean-Paul Agon’s experience and expertise, as well as his in-depth knowledge of the Group and the beauty market. In each of these specific missions, the Chairman works closely with the Chief Executive Officer, who is responsible for directing and managing the Company’s operations. Jean-Paul Agon, as Chairman of the Board of Directors, provides assistance and advice to the Chief Executive Officer, particularly in implementing the strategic priorities defined by the Board:
