2023 universal registration document

2. Corporate governance

DIAGRAM SHOWING THE BALANCE BETWEEN THE DIFFERENT COMPONENTS OF THE TARGET ANNUAL REMUNERATION

This diagram shows the balance between the different components of the target annual remuneration.

25% remuneration without performance conditions

  • Fixed remuneration 25%

75% remuneration subject to performance conditions

  • Performance shares 50%
  • Target annual variable compensation 25%

50% share-based compensation: long-term compensationLong-term remuneration (performance shares) may not exceed 60% of annual remuneration. See below.

  • Performance shares 50%

50% cash remuneration: annual remuneration Annual variable remuneration may reach 120% of the annual fixed compensation in the event of outperformance. See below.

  • Fixed remuneration 25%
  • Target annual variable compensation 25%

N.B.: the employer’s contributions to the additional social protection plans are to be added to the above.

Fixed remuneration

The fixed compensation must reflect the responsibilities of the executive corporate officer, his/her level of experience and skills.

It has remained stable for several years and may be re-examined at the time of renewal of the term of office. It serves as a basis to determine the maximum percentage of the target annual variable remuneration.

Annual variable remuneration

The target annual variable remuneration may amount to a maximum of 100% of the fixed compensation.

The annual variable remuneration may exceed 100% of the fixed compensation and up to a maximum of 120% of this remuneration in order to be able to remunerate outperformance. This outperformance is assessed on a criterion-by-criterion basis.

The aim is not to encourage inappropriate and excessive risk taking. For this purpose, the annual variable remuneration remains reasonable in comparison with the fixed portion.

The variable remuneration is designed to align the executive corporate officer’s remuneration with the Group’s annual performance and to promote the implementation of its strategy year after year.

The variable remuneration is based on precise performance appraisal criteria determined at the beginning of the year by the Board of Directors.

These criteria are financial, non-financial and qualitative.

The financial and non-financial criteria are simple and quantifiable. They represent a predominant portion of the annual variable remuneration. A limit is set on the qualitative portion.

The weighting of each of the criteria and the objectives to be met are set at the beginning of the year in question and communicated to the executive corporate officer.

These criteria are the following:

  • for 60% of the annual variable remuneration:
    •  financial criteria directly correlated with the Company’s performance indicators:
      • evolution in comparable sales as compared to the budget (15%);
      • evolution in market share compared to that of key competitors (15%);
      • evolution in operating profit as compared to the budget (10%);
      • evolution in net earnings per share as compared to the budget (10%); and
      • evolution in cash flow as compared to the budget (10%).
  • for 40% of the annual variable remuneration:
    •  non-financial criteria, linked in particular to:
      • the progress of the L’Oréal for the Future programme, which combines L’Oréal’s commitments to sustainability for 2030 (10%),
      • the implementation of the Human Resources policy with special attention to the development of gender balance in the management bodies (7.5%), and
      • the digital development policy (7.5%),
    • qualitative criteria (15%).

The quantifiable, financial (60%) and non-financial (25%) criteria account for 85% of annual variable remuneration.