LOREAL_Registration_Document_2017

Corporate governance * ORGANISATION AND MODUS OPERANDI OF THE BOARD OF DIRECTORS

prepare for the decisions by the Board with regard to s updating its Internal Rules.

The committee also examines: all of the other components of the Human Resources s policy including employee relations, recruitment, diversity, talent management and fostering employee loyalty. As part of this review, the committee is informed, in particular, of the remuneration policy for the main non-executive corporate officers; the rules of ethical conduct, as set out in the Code of s Business Ethics, and the Group’s strong values, such as respect and integrity, that must be widely disseminated, known and put into practice. Work organisation 5.4.2. The committee meets when convened by its Chairman/Chairwoman, whenever the Chairman or Board considers this appropriate. The agenda of the meetings is set by the Chairman of the committee, in relation with the Board if the latter initiated the convening of the meeting. The committee may meet at any time it considers to be appropriate, for example to assess the performance of the Company’s senior managers. The Chairman of the Board is associated with its work, except with regard to all the topics concerning him personally. The committee is required to report regularly on its work to the Board and make proposals to the Board. The Directors receive attendance fees in the amount approved by the vote at the Ordinary General Meeting, and which are allocated as decided by the Board. The method of allocation of attendance fees comprises a predominant variable portion determined on the basis of the regularity of attendance at Board and Committee meetings. The Board of Directors may award exceptional remuneration for specific assignments or projects entrusted to the Directors and subject to regulated agreements. The Directors have the possibility of asking for reimbursement of the expenses necessary for the performance of their corporate office upon presentation of supporting documents. REMUNERATION OF 6. DIRECTORS

Work organisation 5.3.2. The committee meets when convened by its Chairman/Chairwoman, whenever the Chairman or Board considers this appropriate. The agenda of the meetings is set by the Chairman of the committee, in relation with the Board if the latter initiated the convening of the meeting. The committee may meet at any time it considers to be appropriate, for example to assess the performance of the Company’s senior managers. The Chairman of the Board is associated with its work, except with regard to all the topics concerning him personally. The committee must regularly report on its work to the Board and makes proposals to the Board. Remit 5.4.1. The Board freely determines the remuneration of the Chairman, the Chief Executive Officer and the Deputy Chief Executive Officers. Within this framework, the main tasks of the Human Resources and Remuneration Committee are to make proposals with regard to the following in particular: the fixed and variable remuneration of the Chairman of s the Board and any other benefits he receives; the fixed and variable remuneration of the Chief s Executive Officer and any other benefits he receives (pension, termination indemnities, etc. ); the total amount of attendance fees to be submitted to s the General Shareholders’ Meeting and the method of distribution of such fees; the implementation of Long-Term Incentive plans, such s as, for example, those that could provide for the distribution of stock options or for free grants of shares. The committee looks at the questions relating to the remuneration of the executive officers outside their presence. The Human Resources and Remuneration Committee 5.4.

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REGISTRATION DOCUMENT / L'ORÉAL 2017

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