| General assessment |
Areas for improvement/Action to be taken/Issues to be addressed |
| Modus operandi of the Board of Directors |
Modus operandi of the Board of DirectorsAreas for improvement/Action to be taken/Issues to be addressed |
- Active and involved Directors.
- Environment of mutual trust with considerable freedom of speech.
- Deeply committed independent Directors.
- Free and frank discussions led by a Chair who encourages discussion and debate
- Transparency of the Chief Executive Officer, who keeps Directors informed of the Company’s performance and the challenges it faces.
- Preservation of the confidential nature of discussions and decisions.
- Proper application of the rules relating to conflicts of interest.
- Good general use of the digital platform, particularly by the Audit Committee.
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- Active and involved Directors.
- Environment of mutual trust with considerable freedom of speech.
- Deeply committed independent Directors.
- Free and frank discussions led by a Chair who encourages discussion and debate
- Transparency of the Chief Executive Officer, who keeps Directors informed of the Company’s performance and the challenges it faces.
- Preservation of the confidential nature of discussions and decisions.
- Proper application of the rules relating to conflicts of interest.
- Good general use of the digital platform, particularly by the Audit Committee.
Areas for improvement/Action to be taken/Issues to be addressed
- Continue to highlight the requirement for confidentiality at the start of each meeting.
- Maintain the efforts made in 2022 to respect schedules without reducing time for discussions.
- Extend the use of the digital platform to Committees that do not yet use it.
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| Information provided by the Board |
Information provided by the BoardAreas for improvement/Action to be taken/Issues to be addressed |
- Satisfactory and sufficiently detailed information.
- Content of briefing packs provided in advance of meetings improved compared to previous years.
- Broad variety of themes dealt with in 2022.
- Well prepared, complete and transparent presentations by L’Oréal managers.
- Highly useful regular presentation on sales, the markets and competition, e‑commerce and Travel Retail, enabling immersion in the operational business of the Company and performance monitoring.
- Continue receiving analysts’ reports after the publication of the results and sales figures.
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- Satisfactory and sufficiently detailed information.
- Content of briefing packs provided in advance of meetings improved compared to previous years.
- Broad variety of themes dealt with in 2022.
- Well prepared, complete and transparent presentations by L’Oréal managers.
- Highly useful regular presentation on sales, the markets and competition, e‑commerce and Travel Retail, enabling immersion in the operational business of the Company and performance monitoring.
- Continue receiving analysts’ reports after the publication of the results and sales figures.
Areas for improvement/Action to be taken/Issues to be addressed
- Provision of certain documents even further in advance, in line with the confidentiality requirements and deadline constraints with which the Company has to comply.
- Invite external stakeholders for appropriate topics.
- The topics for management presentations on the agenda for Board meetings in 2023 were determined at the end of the self-assessment procedure and discussed at the Board meeting of 7 December 2022 (not published for confidentiality reasons).
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| Training for members of the Board |
Training for members of the BoardAreas for improvement/Action to be taken/Issues to be addressed |
- Appreciation of CSR training on 13 October 2022.
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- Appreciation of CSR training on 13 October 2022.
Areas for improvement/Action to be taken/Issues to be addressed
- Directors representing the employees want to receive training on the various financial ratios and the subjects specific to the Committees they will be joining in 2023.
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| The Board and strategy |
The Board and strategyAreas for improvement/Action to be taken/Issues to be addressed |
- Satisfactory performance of its various tasks, particularly the determination of strategic orientations and oversight of their implementation.
- Good anticipation of medium- and long-term thinking.
- Broad agenda of the Strategic Consultation in June 2022 with a wide range of topics (risk mapping – indie brands – Beauty Tech – green science).
- CSR issues regularly addressed by the Board and Committees.
- Decisions taken after consideration of L’Oréal’s corporate social challenges.
- Proposed acquisitions well presented and discussed, in line with the strategy.
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- Satisfactory performance of its various tasks, particularly the determination of strategic orientations and oversight of their implementation.
- Good anticipation of medium- and long-term thinking.
- Broad agenda of the Strategic Consultation in June 2022 with a wide range of topics (risk mapping – indie brands – Beauty Tech – green science).
- CSR issues regularly addressed by the Board and Committees.
- Decisions taken after consideration of L’Oréal’s corporate social challenges.
- Proposed acquisitions well presented and discussed, in line with the strategy.
Areas for improvement/Action to be taken/Issues to be addressed
- The items on the agenda for the Strategic Seminar of 8 and 9 June 2023 were determined at the end of the self assessment procedure and discussed at the Board meeting of 7 December 2022 (not published for confidentiality reasons).
- Organise sessions for in-depth sharing of experience on certain topics, particularly at strategic seminars.
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| Board Committees |
Board CommitteesAreas for improvement/Action to be taken/Issues to be addressed |
- Strategy and Sustainability Committee: Report on one brand at each meeting highly appreciated. Regular CSR review deemed important.
- Audit Committee: Work was further enhanced this year with the introduction of an additional meeting in view of the broadening of its remit, focussing particularly on sustainability reporting.
- Human Resources and Remuneration Committee: well prepared, work well planned.
- Nominations and Governance Committee: good planning in the selection of new Directors.
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- Strategy and Sustainability Committee: Report on one brand at each meeting highly appreciated. Regular CSR review deemed important.
- Audit Committee: Work was further enhanced this year with the introduction of an additional meeting in view of the broadening of its remit, focussing particularly on sustainability reporting.
- Human Resources and Remuneration Committee: well prepared, work well planned.
- Nominations and Governance Committee: good planning in the selection of new Directors.
Areas for improvement/Action to be taken/Issues to be addressed
- Use of the digital platform in the Human Resources and Remuneration Committee and the Nominations and Governance Committee to be implemented.
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| Governance issues |
Governance issuesAreas for improvement/Action to be taken/Issues to be addressed |
- Procedure for exercising the General Management:
- Separation of the offices of Chairman and Chief Executive Officer, which is working very well.
- Complementary relationship between the Chairman and the Chief Executive Officer is valued.
- Balance of power ensured (presence and number of major shareholders;profile of independent Directors; freedom of expression).
- Lead Director: does not apply to L’Oréal given the current composition and modus operandi of the Board.
- Executive sessions: running well.
- Conflicts of interest: well managed by the rules in force (non-participation in debates and decisions, annual declaration of independence, procedure for reviewing current agreements).
- Contact with investors and proxy advisors: current procedure for meetings with L’Oréal teams satisfactory.
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- Procedure for exercising the General Management:
- Separation of the offices of Chairman and Chief Executive Officer, which is working very well.
- Complementary relationship between the Chairman and the Chief Executive Officer is valued.
- Balance of power ensured (presence and number of major shareholders;profile of independent Directors; freedom of expression).
- Lead Director: does not apply to L’Oréal given the current composition and modus operandi of the Board.
- Executive sessions: running well.
- Conflicts of interest: well managed by the rules in force (non-participation in debates and decisions, annual declaration of independence, procedure for reviewing current agreements).
- Contact with investors and proxy advisors: current procedure for meetings with L’Oréal teams satisfactory.
Areas for improvement/Action to be taken/Issues to be addressed |
