The work and agendas were prepared so as to cover all of the subjects within the Board’s remit and to meet the expectations expressed by the Directors in the annual evaluation of the modus operandi of the Board.
The Board of Directors is consistently informed of the work of the various Committees by each Chairman and bases its decisions on their recommendations.
2023 main activities
Corporate governance
Composition of the Board of Directors:
- Proposed renewal of the terms of office of Ms Sophie Bellon and Ms Fabienne Dulac to be submitted for approval to the Annual General Meeting of 21 April 2023.
Composition of the Committees:
- Review of the composition of the Committees: Mr Thierry Hamel joins the Human Resources and Remuneration Committee and Mr Benny de Vlieger the Audit Committee;
- Mr Patrice Caine becomes Chairman of the Nominations and Governance Committee.
Evaluation of the modus operandi and organisation of the Board:
- Definition of the strategic topics on which the Board wishes to focus its reflections in 2023;
- Proposals for improvement.
Holding of an executive session:
- A meeting of Directors in the absence of any executive corporate officers, Directors representing the employees or other Group employees;
- Introduction: presentation by Mr Jean-Paul Agon of his report on his activity as Chairman of the Board in 2023 (meeting continued in his absence).
Dialogue with shareholders and investors:
- Information and discussion about the expectations and positions of the main investors and proxy advisors, as expressed during meetings with the Company’s departments responsible for preparing for the Annual General Meeting;
- Information and discussion about the assessment of “shareholder relations”: roadshows, conferences, events and meetings on specific topics, particularly CSR issues, and e-meetings with the Individual Shareholder Consultation Committee;
- Information and discussion about variations in the expectations and focus of investors before and after the publication of results;
- Responses to written questions posed by shareholders prior to the Annual General Meeting.
Review of current agreements and the independence of Directors
Remuneration policy, Human Resources, gender balance within the management bodies
- Discussion of the compensation policy for directors and corporate officers for 2023, and for the Chairman of the Board of Directors and the Chief Executive Officer in particular;
- Determination of the 2022 remuneration for directors and corporate officers and evaluation of the performance of the Chief Executive Officer;
- Adoption of the Performance Share Plan (ACAs) of 12 October 2023;
- Review of the Third Employee Shareholding Plan;
- Information and discussion about the Group’s Human Resources policy, including the remuneration policy, diversity and gender balance policy, professional gender equality, talent retention and L’Oréal’s attractiveness as an employer, transformation of working methods, social responsibility, value sharing, Pulse results, internal employee satisfaction survey;
- Setting targets for gender balance within strategic positions.
