2023 universal registration document

2.2 Composition of the Board at 31 December 2023

2.2.1 Guiding principles

2.2.1. Guiding principles

2.2.1.1. Balance in the composition of the Board of Directors

At 31 December 2023, the Board of Directors comprised 16 members.

Its composition is balanced with, in addition to the Chairman of the Board and the Chief Executive Officer, seven independent Directors, three Directors from the Bettencourt Meyers family, which holds 34.73% of the share capital, two Directors linked to Nestlé, which holds 20.13% of the share capital The breakdown of L’Oréal’s share capital at 31 December 2023 is shown in chapter 7., and two Directors representing the employees.

2.2.1.2. Diversity policy applied to the Board of Directors: experienced Directors who complement one another

As it does every year, the Board considered the issue of the desirable balance of its members and that of its Committees (balanced representation of men and women, ages, qualifications and professional experience, nationalities and international profiles).

The Directors of L’Oréal come from different backgrounds. They complement one another due to their different professional experience, their skills and their international exposure.

The Board is attentive to maintaining a balance between Directors with historical knowledge of the Company and Directors who have joined the Board more recently.

SUMMARY TABLE OF THE DIVERSITY POLICY APPLIED TO THE BOARD OF DIRECTORS

Criteria	Policy and objectives	Means of implementation and outcomes achieved in financial year 2023
Age and seniority of Directors	Age and seniority of Directors Policy and objectives Search for generational balance beyond compliance with the Internal Rules: no more than one third of Directors over the age of 70; and in principle, it is agreed that Directors must resign from the Board before the Annual General Meeting following their 73rd birthday. Other than the age of Directors, search for balanced distribution in terms of seniority on the Board	Age and seniority of Directors Means of implementation and outcomes achieved in financial year 2023 Directors are aged between 35 and 70, with an average age of 57.8. The Board considers that its composition is balanced, with Directors with longstanding knowledge of L’Oréal and Directors who have joined more recently.
Gender balance Representation of men and women	Gender balance Representation of men and womenPolicy and objectives Compliance with the Copé Zimmermann law which provides for a minimum of 40% of Directors of the same gender on Boards Desire to maintain gender balance of around 50% on the Board. Gender balance in the Committees.	Gender balance Representation of men and womenMeans of implementation and outcomes achieved in financial year 2023 The Board believes that the proportion of 50% of female Directors perfectly meets the obligations for a balanced representation of women and men on the Board of Directors. Two out of four Committees are chaired by women (Audit Committee and Human Resources and Remuneration Committee).
Nationalities International profiles	Nationalities International profilesPolicy and objectives Recruitment of international profiles: search for Directors of foreign nationality or international culture; and/or having international experience in L’Oréal’s strategic markets.	Nationalities International profilesMeans of implementation and outcomes achieved in financial year 2023 The Board has five different nationalities (Belgian, Spanish, French, Moroccan, and Swiss). The majority of Directors have international careers and responsibilities. Five Directors are based outside France.
Qualifications and professional experience	Qualifications and professional experience Policy and objectives Search for complementarity in the experience of Directors. Definition of a base of skills and expertise shared by all Directors. Skills related to L’Oréal’s strategy and development objectives.	Qualifications and professional experience Means of implementation and outcomes achieved in financial year 2023 The Nominations and Governance Committee has identified a set of skills and expertise, validated by the Board. (See below)

Criteria

Policy and objectives

Means of implementation and outcomes achieved in financial year 2023

Age and seniority of Directors

Search for generational balance beyond compliance with the Internal Rules:

no more than one third of Directors over the age of 70; and
in principle, it is agreed that Directors must resign from the Board before the Annual General Meeting following their 73rd birthday.

Other than the age of Directors, search for balanced distribution in terms of seniority on the Board

Directors are aged between 35 and 70, with an average age of 57.8.

The Board considers that its composition is balanced, with Directors with longstanding knowledge of L’Oréal and Directors who have joined more recently.

Gender balance Representation of men and women

Compliance with the Copé Zimmermann law which provides for a minimum of 40% of Directors of the same gender on Boards

Desire to maintain gender balance of around 50% on the Board.

Gender balance in the Committees.

The Board believes that the proportion of 50% of female Directors perfectly meets the obligations for a balanced representation of women and men on the Board of Directors.

Two out of four Committees are chaired by women (Audit Committee and Human Resources and Remuneration Committee).

Nationalities International profiles

Recruitment of international profiles:

search for Directors of foreign nationality or international culture; and/or
having international experience in L’Oréal’s strategic markets.

The Board has five different nationalities (Belgian, Spanish, French, Moroccan, and Swiss).

The majority of Directors have international careers and responsibilities.

Five Directors are based outside France.

Qualifications and professional experience

Search for complementarity in the experience of Directors.

Definition of a base of skills and expertise shared by all Directors.

Skills related to L’Oréal’s strategy and development objectives.

The Nominations and Governance Committee has identified a set of skills and expertise, validated by the Board.

(See below)