2023 universal registration document

Directors representing L’Oréal employees are entitled to learning and are offered a personalised programme so they can supplement their knowledge of the business, understand the new requirements of a tenure as Director and make preparations to join one of the Board’s special committees.

After a one year induction period to familiarise them with the way the Board operates and the major challenges facing the Company, Mr Thierry Hamel and Mr Benny de Vlieger joined the Human Resources and Remuneration Committee and the Audit Committee respectively after the Annual General Meeting of 21 April 2023.

Directors representing employees are remunerated for their position according to the same distribution rules as other Directors. The components of their remuneration as employees are not published.

2.2.1.4. Independent Directors

All the Directors of L’Oréal have freedom of judgement

The balance of powers on the Board is ensured through a very precise definition and sharing of the tasks to be carried out by everyone. All the Directors receive information on an ongoing basis and have suitable means for the exercise of their duties. They all have a duty of vigilance and participate, in total independence, in the decisions and work of the Board and, where applicable, its Committees. They are all required to comply with the rules in force with regard to conflicts of interest.

The Directors who qualify as independent under the criteria defined by the AFEP-MEDEF Code

A member of the Board is considered independent when he/she does not maintain any relationship of any kind with the Company, its Group or its Management which could interfere with his/her freedom of judgement. With this in mind, the criteria that guide the Board in determining whether a member can qualify as independent are the following criteria specified by the AFEP-MEDEF Code:

• the member must not be an employee or executive corporate officer of the Company, an employee or executive corporate officer or Director of a company that is consolidated by the Company, or an employee or executive corporate officer or Director of its parent company or of a company consolidated by that parent company and must not have held any of these positions during the previous five years;
• the member must not be an executive corporate officer of a company in which the Company directly or indirectly holds the tenure as Director or in which an employee designated as such or an executive corporate officer of the Company (either currently or having performed such duties within the last five years) holds a tenure as Director;
• the member must not be a customer, supplier, investment banker, financial banker, or advisor significant to the Company or its Group, or for whom the Company or its Group represents a significant proportion of business;
• the member must not have any close family ties to a director or corporate officer;
• the member must not have been the Company’s Statutory Auditor over the previous five years; and
• the member must not have been a Director of the Company for more than twelve years.