Styrelse

NO BOD FOUND

In accordance with Swiss law, the Board is ultimately responsible for the management of the Company's affairs. The Board also monitors the performance of the obligations of the CEO, CFO and Deputy CEO, is responsible for ensuring that the Company's organisation fulfils its purpose, and conducts continuous evaluations of the Company's procedures and guidelines for management and investment of the Company's funds.

The Board has established rules of procedure which set forth how and when the Board convenes, and include instruction for the allocation of duties and responsibilities within and between the Board and the Executive Management. The rules of procedure also contain instructions for financial reporting and set forth how reporting to the Board is to proceed.

Oriflame's Board members are appointed at the Annual General Meeting and, unless re-elected, remain in office for a term of one year.

In accordance with Oriflame's Articles of Association, the Board shall consist of not less than two Board members without deputies. Currently, the Board consists of ten members. The Board consists of principal shareholders and persons independent of such shareholders. The CEO is also a member of the Board. For a transitional period the CFO is also a Board member (in order to facilitate administration related to the recent domicilation of the Oriflame Group in Switzerland). Remuneration to the Chairman of the Board and the Board members is determined by resolution adopted by the Annual General Meeting.

According to the rules of procedure, the Board shall convene no less than six times per year. At least one of the meetings each year is a strategy meeting, where the strategy of the Company Group for the coming years is reviewed.

The Board meetings usually begin with a discussion of the business and financial performance of the Group. The various financial reports and the Annual Report are reviewed and approved before being published. Other topics discussed at Board meetings include general strategies, overall business reviews, long and short-term targets, human resources, investments, capital distribution, compliance and remuneration. At the end of each year, the CEO and the CFO present the target and budget proposition for next year to the Board, who then reviews and discusses the proposal during one or several Board meetings. Following discussions and eventual adjustments, the Board approves the target.

The Board members participate in all discussions. Board members may however not vote or deliberate on any motion in which they have a conflict of interest. A Board member is not counted in the quorum of a meeting if a conflict of interest disallows him/her from voting on a particular motion. Board members shall declare the nature of any conflict of interest prior to deliberating and voting on the issue.

The CFO is generally invited to all Board meetings, and always to the Board meetings approving the quarterly results. Other members of the Oriflame Management are from time to time invited to meetings with the Board in order to present issues related to their specific areas of responsibility. Auditing and Internal Control issues are carefully considered by the Audit Committee and then reported to the Board of Directors. The auditors are invited to all regular Audit Committee meetings. At least once per year the Board meets with the auditors without the CEO or other members of senior management being present.