Loreal 2011 Annual Report Download - page 228

226 REGISTRATION DOCUMENT − L’ORÉAL 2011
8Annual General Meeting
Report of the Board ofDirectors on the Draft resolutions
8.1. Report of the Board ofDirectors on the Draft
r esolutions
This chapter presents the report of the Board of Directors on the draft resolutions which will be submitted to L’Oréal’s
Ordinary and Extraordinary General Meeting. This General Meeting will be held on April 17th, 2012 at the Palais des
Congrès, in Paris.
The full text of the resolutions is set out in the 2nd part of this chapter.
8.1.1. Ordinary Part
8.1.1.1. Approval of the 2011 parent
company financial statements,
approval of the 2011 consolidated
financial statements and allocation
of the Company’s net income for
2011 and declaration of the dividend
[first, second and third resolutions]
Having reviewed the reports of the Board of Directors and the
Statutory Auditors, the Annual General Meeting is called on to
approve:
♦the parent company financial statements, with a profit and
loss account which shows net income of €2,169,772,192.21
for 2011, compared with €1,995,329,601.31 at December 31st,
2010;
♦the 2011 consolidated financial statements;
the main details of which are set out in the present document
together with the main information included in the file for calling
the Annual General Meeting on April 17th, 2012.
Following the modification of the A rticles of A ssociation made
in 2009, this Annual General Meeting will give rise to the first
distribution of loyalty bonuses granted to shareholders, in the
form of preferential dividend. This bonus aims at foster the loyalty
of the shareholders with registered shares held for at least two
years, and to participate to strengthen the stability of shareholder
structure.
The Board of Directors proposes to the Annual General Meeting:
♦a net dividend of €2.00 per share, representing an increase
of 11% compared with the net dividend for 2010;
♦a preferential dividend of €2.20 per share.
The preferential dividend will be granted to the shares held
in registered form continuously from December 31st, 2009 to
the date of payment of this dividend. The number of shares
giving entitlement to such increase cannot exceed, for any
one shareholder, 0.5% of share capital. The Board of Directors
proposes to the Annual General Meeting that the ex dividend
date, for both ordinary and preferential dividend, will be on Friday,
April 27th , 2012 and the dividend will be paid to the shareholders
on Thursday, May 3rd, 2012.
The amount of ordinary and preferential dividend is eligible for
the tax deduction provided for in Article 158-3-2° of the French Tax
Code, unless the taxpayer elects for the fixed levy in final discharge
provided for in Article 117
quater of the French Tax Code.
8.1.1.2 Tenures as Directors
[4thto8thresolutions]
The Board of Directors proposes to the Annual General Meeting
the appointment of three new Directors as well as the renewal
of two Directors which tenures as Directors expire at the close
of this Annual General Meeting.
L’Oréal’s Board of Directors
L’Oréal’s Directors come from different backgrounds. They
complement one another due to their different professional
experience, their skills and their nationality; they have good
knowledge of the Company. The Directors are present, active
and closely involved. These are all assets which contribute to
the quality of the Board’s deliberations and the preparation of
its decisions.
1. Assessment of the independence of Directors
The Appointments and Governance Committee has proposed
to the Board of Directors to review on a case-by-case basis
the situation of each of the Directors with regard to their
independence according to the criteria set out in the AFEP-
MEDEF Code.
The Directors are independently minded. They have a duty of
vigilance and exercise complete freedom of judgment. This
freedom of judgment enables them in particular to participate,
in complete independence, in the decisions or work of the Board
and its c ommittees of which the roles have been enlarged in
2011. L’Oréal has a well-balanced Board comprising 14members
at February 13th, 2012: the Chairman and Chief Executive Officer,
Jean-Paul Agon, the Honorary Chairman, Sir Lindsay Owen-Jones,
six Directors appointed by the majority shareholders, three of
whom are appointed by Bettencourt’s family group and three
by Nestlé (the two Vice-Chairmen of the Board being chosen