At 31 December 2022, the Board of Directors comprised16 members.
Its composition is balanced with, in addition to the Chairman of the Board and the Chief Executive Officer, seven independent Directors, three Directors from the Bettencourt-Meyers family, which holds 34.70% of the share capital, two Directors linked to Nestlé, which holds 20.11% of the share capital(1), and two Directors representing the employees.
As it does every year, the Board considered the issue of the desirable balance of its members and that of its Committees (balanced representation of men and women, ages, qualifications and professional experience, nationalities and international profiles).
The Directors of L’Oréal come from different backgrounds. They complement one another due to their different professional experience, their skills and their international exposure.
The Board is attentive to maintaining a balance between Directors with historical knowledge of the Company and Directors who have joined the Board more recently.
| Criteria | Policy and objectives | Means of implementation and outcomes achieved in 2022 |
|---|---|---|
| Age and seniority of Directors | Age and seniority of DirectorsPolicy and objectives
Search for generational balance beyond compliance with the Internal Rules:
Other than the age of Directors, search for balanced distribution in terms of seniority on the Board. |
Age and seniority of DirectorsMeans of implementation and outcomes achieved in 2022
Directors are aged between 34 and 69, with an average age of 56.8. The Board considers that its composition is balanced,with Directors with long-standing knowledge of L’Oréal and Directors who have joined more recently. |
| Gender balance Representation of men and women | Gender balance Representation of men and womenPolicy and objectives
Compliance with the Copé-Zimmermann law which provides for a minimum of 40% of Directors of the same gender on Boards. Desire to maintain gender balance of around 50%on the Board. Gender balance in the Committees. |
Gender balance Representation of men and womenMeans of implementation and outcomes achieved in 2022
The Board believes that the proportion of 50%of female Directors perfectly meets the obligations for a balanced representation of women and me non the Board of Directors. Three out of four Committees are chaired by women(Audit Committee, Nominations and Governance Committee and Human Resources and Remuneration Committee). |
| Nationalities International profiles | Nationalities International profilesPolicy and objectives
Recruitment of international profiles:
|
Nationalities International profilesMeans of implementation and outcomes achieved in 2022
The Board has five different nationalities (Belgian,Spanish, French, Moroccan, and Swiss). The majority of Directors have international career sand responsibilities. Five Directors are based outside France. |
| Qualifications and professional experience | Qualifications and professional experiencePolicy and objectives
Search for complementarity in the experience of Directors. Definition of a base of skills and expertise shared by all Directors. Skills related to L’Oréal’s strategy and development objectives. |
Qualifications and professional experienceMeans of implementation and outcomes achieved in 2022
The Nominations and Governance Committee has identified a set of skills and expertise, validated by the Board. (See below) |
(1) The breakdown of L’Oréal’s share capital at 31 December 2022 is shown in chapter 7.
