2022 Universal Registration Document

Chapter 2 : Corporate governance

2.3.2. Activities of the Board of Directors

Every year, the L’Oréal Board of Directors determines L’Oréal’s strategic directions, which integrate the challenges of climate change and, more generally, the issues of sustainable development, ethics and the sense of purpose (raison d’être) to “Create the Beauty that moves the world”. The Board ensures these strategic directions are implemented, in accordance with its corporate interest, taking the social and environmental challenges of its business activity into consideration.

The economic and financial positionn and the cash position are reviewed at least twice a year at a Board meeting, when the annual financial statements are approved and when the interim financial statements are reviewed, or at any other time if necessary.

Each of the four Consultative Committees set up by the Board of Directors to work on topics falling within their field of expertise is involved in determining and monitoring the strategy. The Committees’ work systematically gives rise to a report presented by their Chairman/Chairwoman at Board meetings.

The work of the Board of Directors is based on Internal Rules, reproduced in full in this document and also available on loreal-finance.com. They are regularly updated by the Board of Directors in order to take account of the changes in the laws and regulations, best corporate governance practices and its own modus operandi, particularly within the scope of the annual evaluation of its work. The latest updates to the Internal Rules were made on 9 February and 13 October 2022. These updates involved changing the minimum number of shares that must be held by Directors and incorporating the updated “Code of Conduct for the provision of services that may be entrusted to the Statutory Auditors of the L’Oréal Group and to their networks”.

The composition of L’Oréal’s Board of Directors, the rules it applies to its work, its modus operandi, and the work that it has carried out in the year, evaluated on an annual basis by the Directors, as well as the decisions made, are described in more detail in sections 2.2. and 2.3.

 The Board’s work in 2022
Composition Independence ◆  Number of meetings in 2022 Attendance rate Board Committees
16 Directors

16 Directors

Independence ◆ 

50%

16 Directors

Number of meetings in 2022

7

16 Directors

Attendance rate

97.5%

16 Directors

Board Committees

4

◆ Independence within the meaning of the criteria of the AFEP-MEDEF Code as assessed by the Board of Directors. Excluding Directors representing the employees.

The work and agendas were prepared so as to cover all of the subjects within the Board’s remit and to meet the expectations expressed by the Directors in the annual evaluation of the modus operandi of the Board.

The Board of Directors is consistently informed of the work of the various Committees by each Chairman and bases its decisions on their recommendations.

2022 main activities
Corporate governance

Composition of the Board of Directors:

  • Proposed renewal of the terms of office of Mr Jean-Paul Agon, Mr Patrice Caine and Ms Belén Garijo to be submitted to the approval of the Annual General Meeting of 21 April 2022;
  • Welcome of two new Directors representing the employees: Mr Thierry Hamel and Mr Benny de Vlieger.

Composition of the Committees:

  • Review of the composition of the Committees: Ms Ilham Kadri joined the Audit Committee, replacing Ms Sophie Bellonand Mr Alexandre Ricard joined the Strategy and Sustainability Committee.

Extension of the separation of offices:

  • Renewal of Mr Jean-Paul Agon’s term of office as Chairman of the Board of Directors;
  • Renewal of the term of office of Mr Nicolas Hieronimus as Chief Executive Officer.