At its meeting on 9 February 2023, the Board of Directors examined, on a case-by-case basis, the situation of each of the members concerned in light of the independence criteria provided for in the AFEP-MEDEF Code.
| Not an employee or executive corporate officer | No cross-directorships | No significant business relationships | No family links | Not a Statutory Auditor | Not a Director for more than 12 years | Classification adopted | |
|---|---|---|---|---|---|---|---|
| Ms Sophie Bellon | Ms Sophie Bellon Not an employee or executive corporate officeryes |
Ms Sophie Bellon No cross-directorshipsyes |
Ms Sophie Bellon No significant business relationshipsyes |
Ms Sophie Bellon No family linksyes |
Ms Sophie Bellon Not a Statutory Auditoryes |
Ms Sophie Bellon Not a Director for more than 12 yearsyes |
Ms Sophie Bellon Classification adoptedIndependent |
| Mr Patrice Caine | Mr Patrice Caine Not an employee or executive corporate officeryes |
Mr Patrice Caine No cross-directorshipsyes |
Mr Patrice Caine No significant business relationshipsyes |
Mr Patrice Caine No family linksyes |
Mr Patrice Caine Not a Statutory Auditoryes |
Mr Patrice Caine Not a Director for more than 12 yearsyes |
Mr Patrice Caine Classification adoptedIndependent |
| Ms Fabienne Dulac | Ms Fabienne Dulac Not an employee or executive corporate officeryes |
Ms Fabienne Dulac No cross-directorshipsyes |
Ms Fabienne Dulac No significant business relationshipsyes |
Ms Fabienne Dulac No family linksyes |
Ms Fabienne Dulac Not a Statutory Auditoryes |
Ms Fabienne Dulac Not a Director for more than 12 yearsyes |
Ms Fabienne Dulac Classification adoptedIndependent |
| Ms Belén Garijo | Ms Belén Garijo Not an employee or executive corporate officeryes |
Ms Belén Garijo No cross-directorshipsyes |
Ms Belén Garijo No significant business relationshipsyes |
Ms Belén Garijo No family linksyes |
Ms Belén Garijo Not a Statutory Auditoryes |
Ms Belén Garijo Not a Director for more than 12 yearsyes |
Ms Belén Garijo Classification adoptedIndependent |
| Ms Ilham Kadri | Ms Ilham Kadri Not an employee or executive corporate officeryes |
Ms Ilham Kadri No cross-directorshipsyes |
Ms Ilham Kadri No significant business relationshipsyes |
Ms Ilham Kadri No family linksyes |
Ms Ilham Kadri Not a Statutory Auditoryes |
Ms Ilham Kadri Not a Director for more than 12 yearsyes |
Ms Ilham Kadri Classification adoptedIndependent |
| Ms Virginie Morgon | Ms Virginie Morgon Not an employee or executive corporate officeryes |
Ms Virginie Morgon No cross-directorshipsyes |
Ms Virginie Morgon No significant business relationshipsyes |
Ms Virginie Morgon No family linksyes |
Ms Virginie Morgon Not a Statutory Auditoryes |
Ms Virginie Morgon Not a Director for more than 12 yearsyes |
Ms Virginie Morgon Classification adoptedIndependent |
| Mr Alexandre Ricard | Mr Alexandre RicardNot an employee or executive corporate officer yes |
Mr Alexandre RicardNo cross-directorships yes |
Mr Alexandre RicardNo significant business relationships yes |
Mr Alexandre RicardNo family links yes |
Mr Alexandre RicardNot a Statutory Auditor yes |
Mr Alexandre RicardNot a Director for more than 12 years yes |
Mr Alexandre RicardClassification adopted Independent |
Based on the work carried out by the Nominations and Governance Committee, the Board of Directors analysed on 9 February 2023, as it does every year, whether any business relationship exists with these Directors. Business relationships refer to the financial flows that took place during financial year 2022 between L’Oréal and companies in which the Directors who qualify as independent also hold an office or position. As to the significance of the business relationship, and in keeping with French Financial Markets Authority - AMF recommendations, the Board of Directors carried out a quantitative and qualitative analysis, adopting a wide multi-criteria approach (duration and continuity, importance of the business relationship for L’Oréal and the Director, and organisation of the relationship). Following this analysis, the Board concluded there was no significant business relationships.
In summary, on 31 December 2022, seven members of the Board of Directors out of 14 (excluding the Directors representing the employees) qualify as independent (i.e. 50% of the Board of Directors). It is specified that the following are not considered to be independent: Mr Jean-Paul Agon (former executive corporate officer for less than five years and Director since 2006); Mr Nicolas Hieronimus (executive corporate officer); Ms Françoise Bettencourt Meyers, Mr Jean‑Victor Meyers and Mr Nicolas Meyers (Bettencourt Meyers family holding 34.70% of the share capital); Mr Paul Bulcke and Ms Béatrice Guillaume-Grabisch (Nestlé holding 20.11%of the share capital).
Within the scope of French law and the rights and obligations of the Directors as defined in the Internal Rules of the Board of Directors of L’Oréal, and in accordance with the AFEP‑MEDEF Code, Directors are subject to compliance with the rules in force with regard to conflicts of interest and stock market ethics upon their appointment as a Director and throughout their term of office.
Directors are appointed, subject to approval from the Annual General Meeting, following a selection process. This process determines the Director profiles required by the Company in terms of skills, qualifications and experience needed to complement those of the Directors already appointed. Issues such as candidates’ availability, numbers of directorships held and independence are also considered (see section 2.2.1.2.). Particular attention is also paid to directorships held in other companies; Directors are required to devote the necessary time and attention to their duties and limit the number of their directorships to ensure their availability (article 3.3. of the Internal Rules of the Board).
When joining the Board of Directors, each Director receives a copy of the Internal Rules of the Board and the Articles of Association of L’Oréal, the Stock Market Ethics Code, the Code of Ethics etc. These codes adopted by the Company serve as a frame of reference for Directors in terms of the standards required by L’Oréal in this area. As soon as they take up their office, Directors will also receive support in the form of dedicated meetings with, in particular, the Chairman of the Board, the Chief Executive Officer, the Secretary of the Board and the Chairman of the Nominations and Governance Committee.
Members of the Board of Directors require the necessary objectivity to make an independent judgement on the conduct of the Company’s business. The balance of powers established within the Board allows its members to exercise independent judgement. The Board is composed of:
To maintain a high standard, the Board of Directors, based on the work of the Nominations and Governance Committee, shall ensure that, throughout their term of office, Directors are able to act in the best interests of the Company, with all the due diligence and care required and subject to a strict confidentiality and loyalty obligation.
