2022 Universal Registration Document

The Chief Executive Officer communicates completely transparently with all the Directors and keeps them regularly informed of all aspects of the Company’s affairs and its performances. He is required to provide each Director with all documents and information required to perform their remit. More specifically, the Chief Executive Officer provides the Board members with useful information in connection with the preparation of meetings, or at any time during the life of the Company if the importance or urgency of the information so requires, enabling the Board to manage with complete freedom the issues that concern it. This provision of ongoing information also includes any relevant information concerning the Company, and in particular press articles and reports containing financial analysis. The Chief Executive Officer gives the Board and its Committees the possibility to meet with the senior managers of L’Oréal within the strict framework of their remits and duties. In consultation with the Chief Executive Officer, the Board and the Committees may use external consultants if they consider it necessary.

The Board provides the General Management with invaluable support for strategic decision-making through its reflections and the impetus it provides.

Duties of the Chairman of the Board of Directors

The Internal Rules of the Board stipulate the following duties of Mr Jean-Paul Agon, in his capacity as Chairman of the Board of Directors: “The Chairman of the Board of Directors organises and oversees the Board’s work and reports there onto the Annual General Meeting.

The Chairman sets the dates and the agenda for Board meetings and leads the discussions.

The Chairman is actively involved in defining the Company’s growth strategy and encourages and strengthens, inter alia, links between the Company and the main market players. The Chairman oversees the work of the Company’s bodies responsible for corporate governance and ensures, in particular, that the Directors are able to perform their duties. He may ask for the communication of any document or information that is likely to assist the Board of Directors in preparing for its meetings.

The Chairman of the Board must use his best efforts to promote the values and image of the Company at all times. He expresses his views in that capacity.

He is provided with the material resources required to perform his duties.

The Chairman of the Board takes care to develop and maintain a trustful and regular relationship between the Board and the General Management, in order to guarantee continuous, ongoing implementation by the General Management of the strategies defined by the Board”.

Taking into consideration Mr Jean-Paul Agon’s experience and expertise, as well as his in-depth knowledge of the Group and the beauty market, the Board decided to expand the duties entrusted to the Chairman. In all these specific missions, the Chairman acts in close collaboration with the Chief Executive Officer who alone directs and manages the Company’s operations. Mr Jean-Paul Agon, as Chairman of the Board of Directors, provides his assistance and advice to the Chief Executive Officer, particularly in the implementation of the strategic orientations of the Company defined by the Board:

• he is informed and consulted by the Chief Executive Officer on all significant issues and events, such as proposed acquisitions or disposals, major financial transactions, financial communication, the guidelines of the Human Resources policy and appointments of the Group’s principal executives, Ethics and issues of Corporate Social Responsibility;
• he monitors, in collaboration with the Chief Executive Officer, certain equity interests, including L’Oréal’s stake in Sanofi;
• in collaboration with the Chief Executive Officer, he can represent the Group in its high-level relations, both nationally and internationally, including with public authorities, and L’Oréal’s strategic partners and stakeholders;
• he ensures respect for L’Oréal’s values and culture;
• he can hear the Statutory Auditors for the preparation of the work of the Board and the Audit Committee;
• he chairs and leads the Strategy and Sustainability Committee;
• he meets with the members of the Board outside the presence of Directors belonging or reporting to General Management; these meetings serve as an opportunity to discuss the performance and remuneration of executive corporate officers; and
• he reports to the Board on the performance of his mission.