1.1.3. Stable governance
The stability of the Group’s governance in a changing world makes it possible to work towards long-term objectives and to ensure regular growth.
1.1.3.1. Loyal shareholders, stable capital structure
Shareholders as at 31 December 2022
EMPLOYEES(2) : 1.86%
INDIVIDUAL SHAREHOLDERS : 5.97%
FRENCH INSTITUTIONAL INSTITUTIONAL : 7.42%
INTERNATIONAL INSTITUTIONAL INVESTORS : 29.94%
MS. FRANÇOISE BETTENCOURT MEYERS AND HER FAMILY(1) : 34.70%
NESTLÉ : 20.11%
(1) Consisting, in addition of Ms Françoise Bettencourt Meyers, of Mr Jean-Pierre Meyers, Mr Jean-Victor Meyers and Mr Nicolas Meyers, along with Téthys SAS.
(2) Concerns the current and former employees of L’Oréal. The percentage also includes the performance shares granted in accordance with Article L. 225‑197‑1 of the French Commercial Code. Including 1.02% of the share capital as part of the L’Oréal Employee Savings Plan and employee investment fund as defined by Article L. 225‑102 of the French Commercial Code.
1.1.3.2. A balanced and committed Board of Directors, which fully plays its role of reflection and strategic impetus
The Board of Directors defines the strategic orientations of L’Oréal and monitors its implementation, in accordance with its corporate interest, taking the social and environmental challenges of its business activity into consideration. It oversees the management of both the financial and non-financial aspects, and ensures the quality of the information provided to shareholders and to the market.
The composition of L’Oréal’s Board makes it possible to take into account the specific nature of its shareholding structure while guaranteeing the interests of all its stakeholders.
At 31 December 2022, the Board of Directors comprised16 members:
- the Chairman, Mr Jean-Paul Agon;
- the Chief Executive Officer, Mr Nicolas Hieronimus;
- three Directors (one of whom is the Board’s Vice-Chairman)from the Bettencourt Meyers family, which owns 34.70%of the share capital – Ms Françoise Bettencourt Meyers, Mr Jean-Victor Meyers and Mr Nicolas Meyers;
- two Directors (one of whom is the Board’s Vice-Chairman)linked to Nestlé, which owns 20.11% of the share capital –Mr Paul Bulcke and Ms Béatrice Guillaume-Grabisch;
- seven independent Directors: Ms Sophie Bellon, Ms Fabienne Dulac, Ms Belén Garijo, Ms Ilham Kadri, Ms Virginie Morgon, Mr Patrice Caine and Mr Alexandre Ricard.50% of the Directors are therefore independent (7 out of 14 excluding the Directors representing the employees); and
- two Directors representing the employees: Mr Thierry Hameland Mr Benny de Vlieger.
The Board takes steps to ensure that the Directors come from different backgrounds, that most of them have international experience acquired in groups with a global dimension, and that they have complementary skills (see section 2.2.1.2.). The diversity of skills and expertise on the Board enables it to understand rapidly and in detail the development challenges that L’Oréal faces.
L’Oréal is attentive to compliance with the principle of balanced gender representation on the Board: 50% of its members are women(1) and three Board Committees out of four are chaired by women.
(1) Excluding Directors representing the employees.