In ESG matters specifically, three priority skills areas have been identified: experience in developing the ESG strategy of an international group, experience of governance and business ethics, and societal commitment, including philanthropy.
The variety and wealth of Directors’ experience should enable the Board to address ESG issues from a collective, overarching perspective, and to consider them in depth, with the help of internal and external experts (Independent Third party Organisations, external consultants through specific learning sessions, for example).
By way of an illustration, supervision of the climate strategy presupposes the ability to rely on subject matter experts for an understanding of climate science in order to be able to examine the strategic implications of the main drivers identified for reducing carbon intensity, such as the packaging strategy, formulas, supply chain (in terms of supplier engagement), and advertising elements such as digital marketing etc.
The inherent skills of each Director are identified to ensure complementarity so that the Board can operate as a collegiate body, on the basis of collective intelligence. These skills are supplemented by a dedicated learning plan to ensure L’Oréal’s specific characteristics are fully understood and they are nurtured further by high level presentations at Board and Committee meetings.
The above table gives an overview of the skills matrix for Directors. As a result, the Board is made up of a rich range of experience in various business sectors and expertise in various fields, which means it is able to meet the strategic and performance challenges L’Oréal faces. Moreover, regardless of their individual nationalities, nearly two thirds of the Directors have spent part of their careers working abroad.
This skills matrix is monitored and reviewed by the Nominations and Governance Committee and by the Board of Directors, with particular regard to determining the profiles to be identified when the composition of the Board changes. This ensures that the Committee is able to adopt both a short to medium and longterm forward looking vision (12 years maximum, in accordance with the AFEP-MEDEF Code’s independence requirements) to develop skills that are in keeping with the Company’s strategic orientations and that complement or strengthen those already present on the Board. In this way, the Board is provided with the key skills identified in the matrix on an ongoing basis. The Directors also assess this themselves as part of the annual evaluation of the Board.
SELECTING NEW DIRECTORS
The procedure for selecting new Directors is described in Article 5.3.1. of the Internal Rules of the Board of Directors, which is reproduced in full in subsection 2.3.6.
| Profile | Applications | Selection | Appointment |
|---|---|---|---|
| Profile
Definition of the profile sought by the Nominations and Governance Committee (NGC) in terms of:
|
Applications
|
Selection
|
Appointment
Approval by the Board of the draft resolution concerning the appointment of a new Director at the Annual General Meeting. |
Two Directors representing the employees are members of the Board of Directors. Their experience as employees gives these two Directors an in depth understanding of the business and the risks it faces, meaning they can enhance Board discussions in the interests of sustainable and long term governance.
Mr Thierry Hamel has been appointed Director representing the employees by CFE-CGC union. He is a Project Manager Sales Excellence & Vocational Learning in the Professional Products Division in France.
Mr Benny de Vlieger has been appointed Director representing the employees by the European Work Council (Instance Européenne de Dialogue Social). He is a Sales Representative for the Consumer Products Division in Belgium.
Their four year terms of office began at the end of the Annual General Meeting of 21 April 2022. As soon as they take up their office, the Directors representing employees, just like all L’Oréal Directors, received support in the form of dedicated meetings with, in particular, the Chairman of the Board, the Chief Executive Officer, the Chairman of the Nominations and Governance Committee and the Secretary of the Board of Directors.
