2023 universal registration document

2.4.2 Remuneration of Directors and corporate officers for 2023

2.4 Remuneration of Directors and corporate officers

2.4.2 Remuneration of Directors and corporate officers for 2023

2023 WORK SCHEDULE OF THE HUMAN RESOURCES AND REMUNERATION COMMITTEE CONCERNING THE REMUNERATION OF THE CORPORATE OFFICERS

February 2023
  • Recommendations on the remuneration of corporate officers for 2022:
    • assessment of the Chief Executive Officer’s variable annual remuneration for 2022 following a review of financial and non-financial results,
    • draft Say on Pay ex post resolutions.
  • Long-term incentive plan:
    • recognition of the performance levels achieved for the expiring 2019 Plan for the Conditional Grants of Shares (ACAs).
  • Presentation of the 2023 study on the remuneration of corporate officers:
    • panel, balance and structure of remuneration, link between performance and remuneration.
  • Recommendations concerning the 2023 remuneration policies:
    • applicable to corporate officers (Chief Executive Officer and Chairman of the Board), 
    • review of draft resolutions.
April 2023
  • Report on investor meetings on the remuneration policies for corporate officers
October 2023
  • 2023 ACAs Plan:
    • proposed award for the Chief Executive Officer, with application of non-financial performance conditions (20% weighting).
December 2023
  • 2024 remuneration policy:
    • review of issues raised following initial discussions with investors and proxy advisors,
    • review of the proposed amendment to the remuneration policy applicable to the Chairman of the Board.

2.4.2. Remuneration of Directors and corporate officers for 2023

The information in this paragraph relating to the remuneration of L’Oréal’s directors and corporate officers (the Directors, the Chairman of the Board of Directors and the Chief Executive Officer), as required by Articles L. 22-10-9 I and L. 22-10-34 I and II of the French Commercial Code, is subject to the approval of the Annual General Meeting of 23 April 2024 and voting on resolution nos. 11, 12 and 13.

2.4.2.1. Remuneration paid during the 2023 financial year or allocated for that financial year to Directors

A total amount of €1,379,525, within the limits of the €1,700,000 budget approved by the Annual General Meeting of 21 April 2023, will be paid to the Directors for financial year 2023.

The Board of Directors met eight times in 2023 (including two non-remunerated meetings) and 18 meetings of its committees were organised.

The average attendance rates at meetings in 2023 were 96.1% for the Board of Directors, 96.7% for the Strategy and Sustainable Committee, 100% for the Audit Committee, 93.7% for the Nominations and Governance Committee and 91.7% for the Human Resources and Remuneration Committee.

It should be noted that neither Mr Jean-Paul Agon  nor Mr Nicolas Hieronimus receive any remuneration as Directors, neither Mr Jean-Paul Agon nor Mr Nicolas Hieronimus receive any remuneration as Directors of the Group’s companies.