By Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
1, rue du Fort Rheinsheim L-2419 Luxembourg
R.C.S. Luxembourg: B80359
(Incorporated under the laws of Luxembourg with limited liability) (Stock code: 973)
APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND CHANGES OF COMPOSITION OF THE AUDIT COMMITTEE, NOMINATION COMMITTEE AND REMUNERATION COMMITTEE
The board of directors (the "Board") of L'Occitane International S.A. (the "Company") is pleased to announce that Mr. Pierre Maurice Georges Milet has been appointed as an independent non-executive director and chairman of the remuneration committee with effect from 29 January 2013.
Mr. Milet, aged 70, was a non-executive director of the Company from 25 January 2010 until
27 November 2012, when he resigned to create a casual vacancy which enabled the Board to appoint Mrs. Valérie Bernis as an independent non-executive director. Mr. Pierre Milet was initially appointed as a non-executive director of the Company because of his extensive experience in the cosmetic sector. At the time of his initial appointment to the Board, he was designated a non-executive director and not an independent non-executive director due to his connections with Clarins and their substantial shareholding in the Company. From August
2011, Clarins ceased to be a shareholder of the Company and also ceased all commercial relationships with the Company. Mr. Milet has also ceased acting in the majority of his roles in connection with the Clarins Group. For this reason he is now being appointed as an independent non-executive director of the Company and both the Board and the nomination committee have confirmed that they believe he is independent of the Company. Other than in relation to his past role on the Board, Mr Milet fulfils all of the indicative criteria of independence set out in Rule 3.13 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").
The Company has entered into a service contract with Mr. Milet for a term of three years commencing at the date of his appointment by the Board and ending at the end of the term subject to the next General Meeting ratifying and confirming his appointment. His emoluments as an independent non-executive director will be EUR 25,000 per annum and he will receive a pro-rata amount for the period ending 31 March 2013. This amount was determined by reference to his duties and responsibilities and the prevailing market conditions, and is the same annual amount as received by all other independent non-executive directors on the Board. His remuneration will be subject to review by the remuneration committee from time to time.
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Mr. Milet was a member of the executive board and managing director of Clarins from 1988 until 10 March 2010. On 8 February 2010, Mr. Milet was appointed deputy managing director of Financière FC, the holding company of Clarins and as the representative of Financière FC, in its capacity as a member of the supervisory board of Clarins. Clarins is a French cosmetics company that was listed on the Paris Stock Exchange from 1984 to 2008, and is now a privately owned company controlled by the Courtin-Clarins family and is no longer listed on any stock exchange. He also served as company secretary of Clarins from 1983 to 1988 when he was appointed corporate chief financial officer of Clarins. In these capacities, Mr. Milet oversaw all accounting and financial aspects of the Clarins Group's business, as well as negotiated acquisitions and joint ventures. Mr. Milet also has substantial experience in the cosmetics industry gained partly from experience at Max Factor, serving successively as chief financial officer and president of their French subsidiary from 1975 to 1982. Mr. Milet has a masters degree in business administration from Ecole des Hautes Etudes Commerciales (France) where he majored in finance.
Save as disclosed above, at the date of this announcement Mr. Milet does not hold any position with the Company or any other member of the Company's group, nor has any directorship in any other listed public companies in the last three years. Mr. Milet does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company. As at the date of this announcement, Mr Milet holds no options nor shares of the Company. Mr. Milet has no interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter
571 of the Laws of Hong Kong) nor any entitlement for share options.
During 1986 to 1996, Mr. Milet had the title of chairman and chief executive officer (président directeur general) of Paracom S.A., a company which procured printing services on behalf of and for the City of Paris. In 1996, the new mayor of Paris alleged that the use of Paracom S.A. by the City of Paris and its designated company for the procurement of printing services and that amounts in invoices rendered by Paracom S.A. were not properly authorized. In March 2002, an investigating magistrate commenced investigative proceedings against Mr. Milet, in his capacity as chairman and chief executive officer of Paracom S.A., and other parties. Such proceedings could result in civil and/or penal sanctions against Mr. Milet. Mr. Milet has advised us that he received written notice in May
2009 from the investigating magistrate that the investigation process in relation to this case is completed and that findings from the investigation process have been passed on to the public prosecutor, who will recommend (among other things) the type of charge(s) (if any) that may be made against Mr. Milet. Mr. Milet confirmed that he is not aware of whether or not, and if so when, relevant authorities will further pursue, make charges, further investigate such allegations and findings from the investigation process or conclude that there are no grounds for prosecution. Paracom S.A. is not a connected person of our Company.
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Save as disclosed above, there are no other matters concerning Mr. Milet that need to be brought to the attention of the shareholders of the Company and there is no information relating to Mr. Milet's appointment which is required to be disclosed pursuant to the requirements of Rule 13.51(2) (h) to (v) of the Listing Rules.
The Board is pleased to announce that, as a result of the various changes to the Board that have been announced on 27 November 2012 and 21 December 2012, the composition of the audit committee, nomination committee and remuneration committee is as follows with effect from 29 January 2013.
Audit Committee
- Charles Mark Broadley (Chairman)
- Jackson Chik Sum Ng
- Martial Thierry Lopez
- Jackson Chik Sum Ng (Chairman)
- Valérie Irène Aurélie Monique Bernis (New appointment)
- André Joseph Hoffmann
- Pierre Maurice Georges Milet (Chairman) (New appointment)
- Charles Mark Broadley
- Domenico Luigi Trizio
By Order of the Board
Chairman
Hong Kong, 29 January 2013
As at the date of this announcement, the executive Directors of the Company are Mr. Reinold Geiger (Chairman and Chief Executive Officer), Mr. Emmanuel Laurent Jacques Osti (Managing Director), Mr. André Joseph Hoffmann (Managing Director Asia-Pacific), Mr. Thomas Levilion (Group Deputy General Manager, Finance and Administration) and Mr. Domenico Luigi Trizio (Chief Operating Officer), the non-executive Directors of the Company are Mr. Karl Guénard and Mr. Martial Thierry Lopez and the independent non-executive Directors of the Company are Mrs. Valérie Irène Amélie Monique Bernis, Mr. Charles Mark Broadley, Mr. Pierre Maurice Georges Milet and Mr. Jackson Chik Sum Ng.
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