Governance & Ethics

AN INDEPENDENT ABOVE ALL 

The Groupe Rocher has always wished, and succeeded, in remaining independent in order to be free in its ideas, choices, actions and values.

Groupe Rocher's governance framework is based on a clear organizational structure that reflects standard market practices and follows the recommendations in France's main corporate governance code (the AFEP-MEDEF code). This framework ensures transparency, efficiency and accountability in decision-making processes, and clearly distinguishes each governance tier's roles. 

BOARD OF DIRECTORS : STRATEGIC LEADERSHIP 

The Board of Directors oversees the implementation of Groupe Rocher's strategic direction, which arises from the strategic vision outlined by Rocher Participations, a group of Rocher family members who together hold over 97 % of Groupe Rocher's share capital. 

Within this framework, it decides on business, financial, social and environmental matters in the company's and its stakeholders' interests. It is gender-balanced and has the following responsibilities: 

• organizes its work and ensures the accuracy of disclosures,  
• meets at regular intervals and may request briefings by management teams,
• monitors implementation of strategic guidelines and performance,
• includes several independent directors pooling complementary expertise and providing objective perspectives,
• relies on specialized committees to examine specific topics in greater depth. 

SPECIALIZED COMMITTEES

These committees are appointed by the Board and all their members are directors. They are tasked with examining specific matters in detail and then issuing recommendations in preparation for the Board's deliberations.

• The Audit and Risk Committee verifies the accuracy of financial and non-financial disclosures, ensures internal control mechanisms are effective, and supervises risk management.
• The Governance and Remuneration Committee advises the Board on matters relating to its organization, corporate governance and remuneration policies, ensuring they are fair, transparent and aligned with Groupe Rocher's strategy.
• The Strategic Oversight Committee provides the Board with insights on growth, investment and transformation opportunities, while ensuring that its policy remains consistent with Rocher Participations' strategy and its aim to create enduring value. 

EXECUTIVE MANAGEMENT : STRATEGY IMPLEMENTATION AND OPERATION MANAGEMENT

Executive Management oversees Groupe Rocher's day-to-day business operations, rolls out its medium- and long-term strategy, and leads its efforts to deliver its collective vision, concurrently following the Board of Directors' guidelines and Rocher Participations' strategy.

In addition to its specialized committees, Groupe Rocher relies on a separate committee that focuses on its social mission and is independent from the Board of Directors.

MISSION COMMITTEE : ALIGNING GROUPE ROCHER'S POLICY WITH ITS PURPOSE 

The Mission Committee ensures Groupe Rocher is fulfilling the purpose it has formally embedded in its legal status, and that its actions effectively advance that purpose. Its membership is equally split between employees and independent experts, and its duties encompass: 

• assessing the relevance and fulfilment of social and environmental objectives,
• issuing recommendations to the Board of Directors, where appropriate,
• publishing an annual report (link) to communicate openly on its work. 

Groupe Rocher has also appointed an internal committee tasked with advancing its scientific expertise. 

SCIENTIFIC ADVISORY BOARD : EXPERTISE AND INNOVATION

The Scientific Advisory Board is exclusively made up of experts in dermatology, formulation, microbiomes and regenerative medicine, and its duties are to inform the Group's strategy and support its innovation projects. It has four external members and three in-house members, and informs the Scientific Department's strategic planning and decisions regarding innovation projects, while sharing Groupe Rocher's expertise with stakeholders.

Groupe Rocher's various governance channels and internal committees may evolve in step with market standards and the company's commitments to its stakeholders.