2023 universal registration document

2. Corporate governance

b) Performance targets that are directly correlated with those of the Company and create value

The Board of Directors chooses to correlate the executive corporate officer’s performance directly with the Company’s performance by using the same performance indicators, financial indicators in particular.

The choice of correlating the performance criteria for the executive corporate officer’s remuneration with the Company’s performance indicators, particularly those of a financial nature, is the guarantee of a clear and relevant remuneration policy.

These criteria make it possible to assess L’Oréal’s intrinsic performance, namely its progress year-on-year via internal performance indicators and also its relative performance as compared to its market and its competitors via external growth indicators.

The objectives adopted generate long-term value creation. In particular, the choice of varied operational financial criteria aims at encouraging durable, balanced growth. Overall long-term performance results from the convergence of these criteria.

These objectives must also be an incentive for the executive corporate officer to adapt the Group’s strategy to the profound transformations in the world of beauty, and the digital revolution in particular.

c) Preponderant portion of the remuneration subject to performance conditions

The executive corporate officer’s remuneration must include a predominant portion subject to performance conditions, with annual and multi-annual assessment periods adapted to the time horizon of each of these objectives.

Remuneration that is directly in line with the Group’s ambitious social, societal and environmental commitments

The remuneration must be designed to favour a regular and sustainable development, in line with the Group’s commitments with regard to ethics, and respectful of the environment in which L’Oréal operates. In 2020, L’Oréal announced its Corporate Social Responsibility vision by 2030 in the context of the L’Oréal for the Future programme, which has a set of objectives for climate, biodiversity, water and the use of natural resources.

The social and societal commitment is just as important since no environmental transition is possible without an inclusive society. The annual variable portion of the executive corporate officer’s remuneration, and their long-term remuneration, includes non-financial criteria related to L’Oréal’s sense of purpose and the commitments made by the Group, particularly in the context of its corporate social, societal and environmental responsibility programmes.

These criteria will be assessed year-on-year with a long-term perspective.

Remuneration that creates medium and long‑term value for the shareholders

The executive corporate officer’s remuneration must be linked to the variation over the medium‑to long-term in the Company’s intrinsic value and share performance. A significant portion of the executive corporate officer’s remuneration thus consists of performance shares, a significant percentage of which is retained until the end of his/her corporate office, with the undertaking not to carry out risk hedging transactions. This leads to alignment with the shareholders’ interests, understood as long-term value creation.

B/ Policy on fixed and variable compensation and granting of performance shares to the executive corporate officer
The key for allocating target annual remuneration

The annual remuneration of the executive corporate officer consists of a fixed compensation, an annual variable remuneration and the granting of performance shares.

It does not include any exceptional components.

The Board of Directors adopts the various components of this remuneration, paying attention to the necessary balance between each of them.

Each component of the target annual remuneration corresponds to a well-defined and clearly substantiated objective.

The various components of annual remuneration form abalanced whole with a breakdown that is approximately:

  • 50/50 between fixed remuneration and target annual variable remuneration Annual variable remuneration may reach 120% of the annual fixed compensation in the event of outperformance. See below.;
  • 50/50 between annual remuneration and long-term remuneration (performance shares) Long-term remuneration (performance shares) may not exceed 60% of annual remuneration. See below.;
  • 50/50 between cash remuneration and share-based remuneration; and
  • 75/25 between remuneration subject to performance conditions and remuneration not subject to performance conditions.