2023 universal registration document

2. Corporate governance

Illustration of the compensation policy in 2024: breakdown of the components of remuneration attributable to Mr Jean-Paul Agon, Chairman of the Board of Directors
  Amount Description
Fixed remuneration Fixed remunerationAmount950 000 € Fixed remunerationDescription

At its meeting of 8 February 2024, on the recommendation of the Human Resources and Remuneration Committee, the Board of Directors is proposing to the Annual General Meeting of

23 April 2024

that Mr Jean-Paul Agon’s annual fixed compensation be set at €950,000 gross.

Benefits in addition to remuneration Benefits in addition to remunerationAmount

 

Benefits in addition to remunerationDescription
  • Benefits in kind

Mr Jean-Paul Agon will benefit from the material resources needed for the performance of his office such as, for example, the provision of a car with a driver. These arrangements, which are strictly limited to professional use, to the exclusion of all private use, are not benefits in kind.

  • Additional social protection schemes

The Chairman of the Board will benefit from the same employee benefit scheme as the senior managers of the Company.

2.4.1.2.3. Decision-making, review and implementation process for the remuneration of corporate officers

Remuneration is established in such a way as to guarantee the due and proper application of the policy and rules set by the Board of Directors. The Board relies on the work and recommendations of the Human Resources and Remuneration Committee, composed of six Directors, 60% of whom are independent Directors, including its Chairwoman, and one member of whom is a Director representing the employees(1). The corporate officer is not a member of the Committee. The Committee’s recommendations are made taking into account the studies carried out at its request by an independent consulting firm.

The Committee met four times in 2023 and its work is detailed in subsection 2.3.3. Activities of the Board Committees

The Committee has the necessary information to prepare its recommendations and more particularly to assess the performance of the corporate officer in light of the Group’s short and long-term objectives.

The purpose of this organisation and this process is to prevent any conflicts of interest.

The Human Resources and Remuneration Committee uses the studies conducted by an independent consulting firm

These studies are based on an international panel of world leaders, which serves as a reference for the comparative remuneration studies.

Executive corporate officer

This panel is made up of French and international companies that hold the position of global leader. These companies operate on similar markets and are, in the cosmetics sector, direct competitors of L’Oréal, or operate on the wider everyday consumer goods market, as regards all or part of their business activities.

The panel applicable for 2023 comprised Directors of the following 13 companies:

PANEL SELECTED FOR ANALYSIS OF THE POSITIONING OF THE REMUNERATION FOR THE CHIEF EXECUTIVE OFFICER

Beiersdorf Colgate Palmolive Danone Estée Lauder
GSK Henkel Kenvue Kimberly Clark
Kering LVMH Procter & Gamble Reckitt Benckiser
Unilever      

It is used to assess the competitiveness of the executive corporate officer’s total remuneration. This panel reports an average remuneration of €10,242,500 and a median remuneration of €7,986,500. In terms of market capitalisation, L’Oréal is above the third quartile of companies on this panel.

It should be noted that the Company’s remuneration policy, specifically that in place for senior management executives, aims to position their remuneration between the median and the third quartile. The studies conducted with the independent consulting firm also enable the Committee to measure:

  • the competitiveness of the overall remuneration in comparison to this benchmark panel;
  • the relevance over time of the overall remuneration structure and the objectives assigned to him/her;
  • the comparative results of L’Oréal in light of the criteria adopted by the Group to assess the executive corporate officer’s performance; and
  • the link between the executive corporate officer’s remuneration and his or her performance.

Non-executive corporate officer

To determine the positioning of the Chairman’s remuneration, a panel was defined with the help of an independent consultancy firm. It is composed of 16 international companies, selected on the basis of governance, industry, size and nationality.

(1) Mr Thierry Hamel joined this Committee in April 2023, one year after joining the Board of Directors, in accordance with the Board’s usual practice.