Every year the Nominations and Governance Committee proposes to the Board of Directors that the situation of each of the Directors with regard to their independence be reviewed on a case-by-case basis according to the criteria set out in the AFEP-MEDEF Code.
The review of the independence of these Directors was carried out by the Board of Directors on the basis, in particular, of a study of the relationships existing between the Company and the companies in which the Directors hold offices.
If the Annual General Meeting approves the appointment and renewals that are proposed by the Board of Directors, the number of Independent Directors will be seven out of 14, i.e. an independence rate of 50% (the two Directors representing the employees are not taken into account pursuant to the AFEP-MEDEF Code).
If the Annual General Meeting approves the appointment and renewals submitted to it, the number of women in the Board of Directors will be six out of the 14 Directors appointed by the Annual General Meeting, i.e. a percentage representation of women of 43% (the two Directors representing the employees are not taken into account pursuant to the French Commercial Code).
The term of office of the Directors appointed by the Company’s Annual General Meeting is four years or less to allow a scheduled renewal of the terms of office of Directors. The term of office of a Director who is not appointed by the Annual General Meeting is four years.
Directors appointed by the Annual General Meeting must each hold a minimum of 250 L’Oréal shares: at least 125 shares on the date of their appointment by the Annual General Meeting and the balance no later than 24 months after their appointment (see section 3.7 of the Internal Rules of the Board of Directors, which appears in subsection 2.3.6. of the 2023 Universal Registration Document). The complete list of the duties of the Directors is set out in paragraph 2.2.2. of the 2023 Universal Registration Document.
The Annual General Meeting, voting in accordance with the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Report of the Board of Directors, appoints Mr Jacques Ripoll as a Director for a term of four years.
His term of office will expire at the end of the Annual General Meeting to be held in 2028 and called to approve the financial statements for the previous financial year.
The Annual General Meeting, voting in accordance with the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Report of the Board of Directors, renews Ms Béatrice Guillaume-Grabisch’s tenure as Director for a term of four years.
Her term of office will expire at the end of the Annual General Meeting to be held in 2028 and called to approve the financial statements for the previous financial year.
The Annual General Meeting, voting in accordance with the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Report of the Board of Directors, renews Ms Ilham Kadri’s tenure as Director for a term of four years.
Her term of office will expire at the end of the Annual General Meeting to be held in 2028 and called to approve the financial statements for the previous financial year.
The Annual General Meeting, voting in accordance with the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Report of the Board of Directors, renews Mr Jean-Victor Meyers’ tenure as Director for a term of four years.
His term of office will expire at the end of the Annual General Meeting to be held in 2028 and called to approve the financial statements for the previous financial year.
The Annual General Meeting, voting in accordance with the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Report of the Board of Directors, renews Mr Nicolas Meyers’ tenure as Director for a term of four years.
His term of office will expire at the end of the Annual General Meeting to be held in 2028 and called to approve the financial statements for the previous financial year.
