2022 Universal Registration Document

2.3. Organisation and modus operandi of the Board of Directors

2.3.1. General information on the meetings of the Board of Directors and its Committees in 2022

The Board met 7 times in 2022.

Four Committees prepare for the discussions and deliberations by the Board. 19 meetings were held in 2022:

• 6 meetings of the Strategy and Sustainability Committee;
• 5 meetings of the Audit Committee;
• 4 meetings of the Nominations and Governance Committee;and
• 4 meetings of the Human Resources and Remuneration Committee.

Directors may independently propose any subject that is appropriate for good governance to be included on the agenda for work of the Board and its Committees. L’Oréal’s Directors are regularly informed of all the Company’s activities and its performances in a highly competitive universe. Board meetings are generally held in the presence of senior managers of the Company invited to attend on the basis of topical developments at L’Oréal and many aspects of its strategy. In an open, constructive dialogue, exchanges of views, in confidence, contribute to the quality of the Directors’work. Board discussions, encouraged by the Chairman, take place transparently and in great detail.

Executive sessions:

Directors meet at least once a year without the presence of the executive corporate officer, Directors representing employees or any other Group employee (Article 4.2 of the Internal Rules). An executive session was held on 7 December 2022. The Chairman of the Board attended initially, after which he withdrew and the executive session continued without him. The Audit Committee also meets twice a year in the presence of Statutory Auditors and in the absence of any representative from Management, at the end of the meetings dedicated to reviewing the annual and interim financial statements. These two meetings were held on 9 February and 28 July 2022.

Attendance rate

The preparation and holding of Board and Committee meetings requires significant availability and investment by the Directors. In 2022, the attendance rate at Board meetings was 97.5% on average. The individual attendance rate at Board and Committee meetings is specified below. The allocation of Directors’ fees, based on the rate of attendance by each member at Board meetings and meetings of the various Committees, is described in section 2.4.

Individual attendance rates of Directors in 2022 at Board and Committee meetings