Directors receive remuneration(1), the maximum amount of which is approved by vote at the Ordinary General Meeting, and which is allocated by the Board in accordance with the remuneration policy.
Remuneration for serving on the Audit Committee is €30,000. Remuneration for serving on the Strategy and Sustainability Committee, the Nominations and Governance Committee, and the Human Resources and Remuneration Committee is €16,000.
Following the authorisation given by the Annual General Meeting in 2023, the maximum annual remuneration budget for directors was increased to a maximum of €1,700,000.
The Board of Directors proposes that the remuneration policy to be put to the vote at the Annual General Meeting of 23 April 2024 (Resolution 14) should continue to be allocated as follows:
| Board of Directors | Fixed annual sum | Amount per Board meeting |
Total for the Board of Directors*Based on six meetings per year. |
|---|---|---|---|
| Board of Directorsnon-inclus | Fixed annual sum €30,000 |
Amount per Board meeting €6,500 €10,000 (Directors located outside Europe – presence at a meeting) |
Total for the Board of Directors*Based on six meetings per year. €69,000 €90,000 |
| Board Committees | Board Committees Fixed annual sum Fixed annual sum |
Board Committees Amount per Board meeting Variable annual amount ** Based on a 100% attendance rate. |
Board Committees
Total for the Board of Directors*Based on six meetings per year. Total amount per Committee *** Base 100 % d’assiduité. |
| Audit | Audit Fixed annual sum €10,000 |
Audit Amount per Board meeting €20,000 |
Audit
Total for the Board of Directors*Based on six meetings per year. €30,000 |
| Strategy and Sustainability | Strategy and Sustainability Fixed annual sum €6,000 |
Strategy and Sustainability Amount per Board meeting €10,000 |
Strategy and Sustainability
Total for the Board of Directors*Based on six meetings per year. €16,000 |
| Nominations and Governance | Nominations and Governance Fixed annual sum €6,000 |
Nominations and Governance Amount per Board meeting €10,000 |
Nominations and Governance
Total for the Board of Directors*Based on six meetings per year. €16,000 |
| Human Resources and Remuneration | Human Resources and Remuneration Fixed annual sum €6,000 |
Human Resources and Remuneration Amount per Board meeting €10,000 |
Human Resources and Remuneration
Total for the Board of Directors*Based on six meetings per year. €16,000 |
In accordance with the provisions of the AFEP-MEDEF Code, the majority of this remuneration for distribution among the Directors is comprised of a variable portion that depends on regularity of attendance at meetings.
Committee Chairs receive double the remuneration of committee members.
Attendance at Board meetings for Directors located outside Europe is remunerated at €10,000 per meeting, except for participation by videoconference; in this case, the Board meeting is remunerated at €6,500.
In the event of a meeting of an ad-hoc Committee formed to work on a specific matter that does not fall within the remit of any other existing Committee, the Human Resources and Remuneration Committee may propose to the Board the payment of additional remuneration to the Directors who are members of this Committee, in accordance with the overall budget.
The Board refers, in particular, to the recommendations of the AFEP-MEDEF Code for the determination of the remuneration and benefits granted to corporate officers.
According to this Code, the corporate officers of a French “société anonyme à conseil d’administration” (public limited company with a Board of Directors) are: the Chairman and Chief Executive Officer, the Chief Executive Officer, the Deputy Chief Executive Officer(s) (executive corporate officers) and the Chairman of the Board not assuming the office of Chief Executive Officer (non-executive corporate officers).
The remuneration policies are designed to apply to:
In accordance with the recommendations of the AFEP-MEDEF Code, the Board ensures that the remuneration policy complies with the principles of comprehensiveness, balance, comparability, consistency, transparency and proportionality, and takes into account market practices.
Specific requirements for appointments as executive corporate officers for employees who have completely succeeded in the various stages of their careers in the Group
L’Oréal’s constant practice has been to appoint senior managers who have completely succeeded in the various stages of their careers in the Group as executive corporate officers.
The remuneration policy applicable to the executive corporate officer is the logical result of this choice.
