The Board of Directors and Mr Nicolas Hieronimus benefit from Mr Jean Paul Agon’s successful and recognised experience in both positions. The Board of Directors can count on his expertise in matters of governance to meet the growing expectations of the Group’s stakeholders.
Mr Nicolas Hieronimus provides his expertise in the cosmetics market and his intimate knowledge of L’Oréal, as well as his vision of the future of Beauty, to implement the strategic orientations of years to come, take advantage of all the opportunities offered by a fast-changing world, adapt the Group and reinvent it in keeping with its values, commitments and purpose (raison d’être) to “Create the beauty that moves the world”.
The balance of powers on the Board of Directors principally rests on its coherent and harmonious composition and on the qualities of its Directors.
At 31 December 2023, the Board of Directors is made up of the Chairman and Chief Executive Officer, three Directors (one of whom is Vice Chairman of the Board) from the Bettencourt Meyers family, two Directors (one of whom is Vice Chairman of the Board) linked to Nestlé, seven independent Directors and two Directors representing the employees.
Thus 50% of the Board are independent Directors(1), Excluding Directors representing the employees in accordance with the AFEP-MEDEF Codewho are highly committed and fully play their role given their backgrounds and experience. They all hold responsibilities at the highest level in major international groups, which allows them to understand all the dimensions of L’Oréal’s operations, clarify Board discussions and interact effectively with General Management.
All Board members participate in the discussions and are a driving force for ideas. The diversity and complementarity of experience and expertise of the directors, with their entrepreneurial and international backgrounds and their skills in financial matters and sustainability, give them a rapid and in-depth understanding of the development challenges facing L’Oréal. This is essential for L’Oréal, the leader in a globalised and highly competitive cosmetics market where the demands for innovation and adaptation are very high.
The establishment of Board Committees, their composition and responsibilities contribute to a good balance of power and are a point of attention for the Board of Directors. In fact, the Board has set up specialised committees to help all Directors carry out their main duties collectively. The term of office, composition and operating procedures of the Board are defined in its Internal Rules, which are published by the Board of Directors (see 2.3.3.).
All Committees have a high number of independent Directors: 60% for the Audit Committee and the Human Resources and Remuneration Committee, and 50% for the Nominations and Governance Committee. The Chairman of each of these Committees is independent. Only the Strategy and Sustainability Committee, the organisation of which is not regulated, is chaired by a non-independent Director within the meaning of the AFEP-MEDEF Code: the Chairman of the Board of Directors. The Chief Executive Officer is not a member of any Committee.
These committees are completely free to draw up their respective agendas. They report on their work to the Board of Directors, whose meetings they prepare and to which they make proposals.
As part of its review of its activities at the end of 2023, the Board again emphasised the quality of the work and recommendations of its Committees, which helped to inform its decisions.
Since 2019, the Board of Directors has met in executive sessions, at one or two meetings per year.
The Board considers that these meetings, which are not attended by any corporate officers or any employees of the Group, contribute to good governance. Initially attended by the Chairman of the Board, executive sessions then continue without him.
As part of the annual assessment of the way the Board operates, each year Directors set themselves new objectives to improve the quality of their organisation. They seek to achieve optimum effectiveness and ensure that they have the necessary assets to carry out their duties successfully and with complete freedom to act.
The Directors are required to act in all circumstances in the interest of the Company and of all its shareholders. Every year, the Board of Directors assesses the situation of the Directors using the conflict of interest prevention process. Each Director has the obligation to report potential conflicts of interest which could concern him/her and, in any event, must abstain from participating in the corresponding debates and deliberations.
The Internal Rules of the Board of Directors stipulate that the Chief Executive Officer is granted the broadest powers to act in all circumstances in the name of the Company, in compliance with the limits set by the Board; however, transactions of a significant amount or falling outside the Company’s normal course of business are submitted to the Board of Directors (see article 1.2.2. of the Board’s Internal Rules).
Mr Nicolas Hieronimus exercises these powers within the limit of the Company’s purpose subject to the powers expressly granted by French law to Annual General Meetings and the Board of Directors. He represents the Company in its dealings with third parties.
The Chief Executive Officer communicates completely transparently with all the Directors and keeps them regularly informed of all aspects of the Company’s affairs and its performances. He is required to provide each Director with all documents and information required to perform their remit. More specifically, the Chief Executive Officer provides the Board members with useful information in connection with the preparation of meetings, or at any time during the life of the Company if the importance or urgency of the information so requires, enabling the Board to manage with complete freedom the issues that concern it. This provision of ongoing information also includes any relevant information concerning the Company, and in particular press articles and reports containing financial analysis. The Chief Executive Officer gives the Board and its Committees the possibility to meet with the senior managers of L’Oréal within the strict framework of their remits and duties. In consultation with the Chief Executive Officer, the Board and the Committees may use external consultants if they consider it necessary.
The Board provides the General Management with invaluable support for strategic decision-making through its reflections and the impetus it provides.
(1) Excluding Directors representing the employees in accordance with the AFEP-MEDEF Code.
