2022 Universal Registration Document

2.3.3. Activities of the Board Committees

The Board’s debates and decisions are assisted by the work performed by its Committees, which report to it after each of their meetings. The remits of each Committee are described in detail in the Internal Rules of the Board of Directors. The Board’s Committees act strictly within the framework of the remits given to them by the Board. They actively prepare for its work and make proposals but they do not have any decision‑making powers. All the Directors who are members of a Committee participate in Committee meetings with complete freedom of judgement and in the interest of all the shareholders. In 2022, the Committees were once again tasked with preparing the Board’s deliberations. The composition of these Committees, their remits and their work in 2022 are described below.

Strategy and Sustainability Committee

Composition	Independence	Number of meetings in 2022	Attendance (average 100%)	Date of appointment to the Committee
Mr Jean-Paul Agon (Chairman)	Mr Jean-Paul Agon (Chairman) Independence	Mr Jean-Paul Agon (Chairman) Number of meetings in 2022 6	Mr Jean-Paul Agon (Chairman) Attendance (average 100%) 100%	Mr Jean-Paul Agon (Chairman) Date of appointment to the Committee 2011
Ms Françoise Bettencourt Meyers	Ms Françoise Bettencourt Meyers Independence		Ms Françoise Bettencourt Meyers Number of meetings in 2022 100%	Ms Françoise Bettencourt Meyers Attendance (average 100%) 2012
Mr Paul Bulcke	Mr Paul Bulcke Independence		Mr Paul Bulcke Number of meetings in 2022 100%	Mr Paul Bulcke Attendance (average 100%) 2017
Mr Patrice Caine	Mr Patrice Caine Independence ◆		Mr Patrice Caine Number of meetings in 2022 100%	Mr Patrice Caine Attendance (average 100%) 2020
Mr Jean-Victor Meyers	Mr Jean-Victor Meyers Independence		Mr Jean-Victor Meyers Number of meetings in 2022 100%	Mr Jean-Victor Meyers Attendance (average 100%) 2020
Mr Alexandre Ricard	Mr Alexandre Ricard Independence ◆		Mr Alexandre Ricard Number of meetings in 2022 100%	Mr Alexandre Ricard Attendance (average 100%) 2022

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

It is specified that two members are members of the Bettencourt Meyers family and one member is linked to Nestlé.

An update on the latest CSR initiatives is presented at each meeting by L’Oréal’s Chief Corporate Responsibility Officer.

2022 main activities

Health and geopolitical situation

Regular report on the consequences of Covid-19;
Situation in Ukraine.

Strategy

Analysis of sales, update on business activities;
Update on changes in the markets and on competition;
Analysis of the performance of the latest product launches;
Review of proposed acquisitions and partnership projects;
Follow-up of recent acquisitions;
Review of the Ambition France project: change in the scope of L’Oréal S.A.;
Review of the Group’s strategic development prospects;
Review of one of the Group’s brands at each meeting.

Sustainable development

Systematic review at each meeting of the latest initiatives of the L’Oréal for the Future programme, presented by the Chief Corporate Responsibility Officer:
- the L’Oréal Fund for Nature Regeneration,
- creation of the Circular Innovation Fund,
- achievement of “carbon neutral”⁽¹⁾ status for scopes 1 & 2 by some sites,
- creation of the EcoBeautyScore Consortium,
- living wage policy,
- “One D/Way for the future” event held for the first time, to disseminate best practices and enhance employee engagement,
- refillable packaging initiatives,
- digital sobriety plan.
Review of the proposed credit line subject to ESG criteria and bond issues linked to sustainable development goals.

(1) A site can claim “carbon neutral” status if it meets the following requirements:

Direct CO₂ (Scope 1) = 0, with the exception of: the gas used for catering, the fuel oil used for sprinkler tests, fossil energy consumptions during maintenance of on-site renewable facilities, cooling gas leaks if they are lower than 130 tonnes CO₂eq./year; and
Indirect CO₂ Market Based (Scope 2) = 0. The renewable energy sources must be located on site or less than 500 kilometres from the site, and be connected to the same distribution network. The “carbon neutral” status, as defined above, is achieved without carbon offsetting. See section 4.3.1.1.3. B/.