2022 Universal Registration Document

Selecting new Directors

The procedure for selecting new Directors is described in Article 5.3.1. of the Internal Rules of the Board of Directors, which is reproduced in full in section 2.3.6.

Selection process for new independent Directors appointed by the Annual General Meeting

2.2.1.3. Two Directors representing the employees since July 2014

Two Directors representing the employees are members of the Board of Directors. Their experience as employees gives these two Directors an in-depth understanding of the business and the risks it faces, meaning they can enhance Board discussions in the interests of sustainable and long-term governance.

Mr Thierry Hamel has been appointed by the CFE-CGC union. He is a Project Manager - Sales Excellence & Vocational Training in the Professional Products Division in France.

Mr Benny de Vlieger has been appointed by the Instance Européenne de Dialogue Social/European Works Council (IEDS/EWC). He is a Sales Representative for the Consumer Products Division in Belgium.

Their four-year term of office began at the end of the Annual General Meeting of 21 April 2022. As soon as they take up their office, the Directors representing employees will, just like all L’Oréal Directors, receive support in the form of dedicated meetings with, in particular, the Chairman of the Board, the Chief Executive Officer, the Chairwoman of the Nominations and Governance Committee and the Secretary of the Board of Directors.

Directors representing L’Oréal employees are entitled to training and are offered a personalised programme so they can supplement their knowledge of the business, understand the new requirements of serving as a Director and make preparations to join one of the Board’s special committees.

Directors representing employees are remunerated for their position according to the same distribution rules as other Directors. The components of their remuneration as employees are not published.

At its meeting on 7 December 2022, on the recommendation of the Nominations and Governance Committee, it was decided that Mr Thierry Hamel and Mr Benny de Vlieger would join the Human Resources and Remuneration Committee and the Audit Committee respectively at the end of the Annual General Meeting of 21 April 2023.

2.2.1.4. Independent Directors

All the Directors of L’Oréal have freedom of judgement

The balance of powers on the Board is ensured through a very precise definition and sharing of the tasks to be carried out by everyone. All the Directors receive information on an ongoing basis and have suitable means for the performance of their duties. They all have a duty of vigilance and participate, in total independence, in the decisions and work of the Board and, where applicable, its Committees. They are all required to comply with the rules in force with regard to conflicts of interest.

The Directors who qualify as independent under the criteria defined by the AFEP-MEDEF Code

A member of the Board is considered independent when he/she does not maintain any relationship of any kind with the Company, its Group or its Management which could interfere with his/her freedom of judgement. With this in mind, the criteria that guide the Board in determining whether a member can qualify as independent are the following criteria specified by the AFEP-MEDEF Code:

• the member must not be an employee or executive corporate officer of the Company, an employee or executive corporate officer or Director of a company that is consolidated by the Company, or an employee or executive corporate officer or Director of its parent company or of a company consolidated by that parent company and must not have held any of these positions during the previous five years;
• the member must not be an executive corporate officer of a company in which the Company directly or indirectly holds the office of Director or in which an employee designated as such or an executive corporate officer of the Company (either currently or having performed such duties within the last five years) holds an office as Director;
• the member must not be a customer, supplier, investment banker, financial banker, or advisor significant to the Company or its Group, or for whom the Company or its Group represents a significant proportion of business;
• the member must not have any close family ties to a director or corporate officer;
• the member must not have been the Company’s Statutory Auditor over the previous five years; and
• the member must not have been a Director of the Company for more than twelve years.