Evaluation of the modus operandi and organisation of the Board:
- Definition of the strategic topics on which the Board wishes to focus its reflections in 2023;
- Proposals for improvement.
Holding of an executive session:
- A meeting of Directors in the absence of any executive corporate officers, Directors representing the employees or other Group employees.
Dialogue with shareholders and investors:
- Information and discussion about the expectations and positions of the main investors and proxy advisors, as expressed during meetings with the Company’s departments responsible for preparing for the Annual General Meeting;
- Information and discussion about the assessment of “shareholder relations”: roadshows, conferences, events and meetings on specific topics, particularly CSR issues, and e-meetings with the Individual Shareholder Consultation Committee;
- Information and discussion about changes in the expectations and focus of investors before and after the publication of results;
- Responses to written questions posed by shareholders prior to the Annual General Meeting.
Review of current agreements and the independence of Directors
Remuneration policy, Human Resources, gender balance within the management bodies
- Discussion of the remuneration policy for directors and corporate officers for 2022, and for the Chairman of the Board of Directors and the Chief Executive Officer in particular;
- Determination of the 2021 remuneration for directors and corporate officers and evaluation of the performance of the Chief Executive Officer;
- Adoption of the Performance Share Plan (ACAs) of 13 October 2022;
- Third Employee Shareholding Plan;
- Information and discussion about the Group’s Human Resources policy, including the remuneration policy, diversity and gender balance policy, professional gender equality, talent retention and L’Oréal’s attractiveness as an employer, and the L’Oréal for Youth programme;
- Setting targets for gender balance within strategic positions.
Business activity, results and strategy
- Oversight of the Group’s economic and financial management;
- Definition of the strategic orientations taking social and environmental needs into consideration;
- Systematic review at each meeting of the Group’s activities and results (net sales generated by division, by geographic zone, by brand and via e-commerce) and of evolutions in the cosmetics market, the results of competitors and the Group’s relative positioning;
- Analysis of proposed acquisitions;
- Information on the consequences of the Covid-19 health crisis and the situation in Ukraine;
- Strategic themes reviewed by the Board in 2022, with presentations by the L’Oréal executives responsible for these issues, followed by discussions:
- Cybersecurity,
- CSR,
- Ethics policy,
- Operations,
- China,
- Digital and e-commerce activities;
- Topics discussed at the annual Strategic Consultation meeting in June 2022:
- Research & Innovation, Beauty Tech and Green Sciences;
- Risk mapping;
- Indie brands.
CSR training for Board members with presentations by L’Oréal’s external and internal stakeholders, followed by discussions:
- The acceleration of climate change;
- Sustainability reporting: European standards;
- The environmental impact of digital technology;
- L’Oréal’s Sustainable Development, Beauty Tech and IT roadmap.
