2023 universal registration document

Human Resources and Remuneration Committee

Composition	Independence : 60%	Number of meetings in 2023	Attendance (average 91.7%)	Date of appointment to the Committee
Ms Sophie Bellon (Chairwoman)	Ms Sophie Bellon (Chairwoman) Independence : 60%◆Independence within the meaning of the criteria of the AFEP-MEDEF Code as assessed by the Board of Directors, excluding Director representing the employees in accordance with AFEP-MEDEF Code.	Ms Sophie Bellon (Chairwoman) Number of meetings in 2023 4	Ms Sophie Bellon (Chairwoman) Attendance (average 91.7%) 100 %	Ms Sophie Bellon (Chairwoman) Date of appointment to the Committee 2018
Ms Françoise Bettencourt Meyers	Ms Françoise Bettencourt Meyers Independence : 60%		Ms Françoise Bettencourt Meyers Number of meetings in 2023 75 %	Ms Françoise Bettencourt Meyers Attendance (average 91.7%) 2020
Mr Paul Bulcke	Mr Paul Bulcke Independence : 60%		Mr Paul Bulcke Number of meetings in 2023 100 %	Mr Paul Bulcke Attendance (average 91.7%) 2017
Ms Fabienne Dulac	Ms Fabienne Dulac Independence : 60%◆Independence within the meaning of the criteria of the AFEP-MEDEF Code as assessed by the Board of Directors, excluding Director representing the employees in accordance with AFEP-MEDEF Code.		Ms Fabienne Dulac Number of meetings in 2023 100 %	Ms Fabienne Dulac Attendance (average 91.7%) 2020
Ms Belén Garijo	Ms Belén Garijo Independence : 60%◆Independence within the meaning of the criteria of the AFEP-MEDEF Code as assessed by the Board of Directors, excluding Director representing the employees in accordance with AFEP-MEDEF Code.		Ms Belén Garijo Number of meetings in 2023 75 %	Ms Belén Garijo Attendance (average 91.7%) 2015
Mr Thierry Hamel^*Mr Thierry Hamel, Director representing the employees, joined this Committee in April 2023.	Mr Thierry Hamel ^*Mr Thierry Hamel, Director representing the employees, joined this Committee in April 2023.Independence : 60%		Mr Thierry Hamel ^*Mr Thierry Hamel, Director representing the employees, joined this Committee in April 2023.Number of meetings in 2023 100 %	Mr Thierry Hamel ^*Mr Thierry Hamel, Director representing the employees, joined this Committee in April 2023.Attendance (average 91.7%) 2023

The Chairman of the Board of Directors and Chief Executive Officer may attend Committee meetings with the exception of items on the agenda that concern them directly.

Changes for 2024

On the recommendation of the Nominations and Governance Committee, the Board of Directors decided that Alexandre Ricard would join the Human Resources and Remuneration Committee at the close of the Annual General Meeting of 23 April 2024.

2023 main activities

Remuneration of corporate officers

Analysis of the voting policies of investors and proxy advisors concerning remuneration issues;
Remuneration of the corporate officers for financial years 2022 and 2023:
- analysis of the performance of the Chief Executive Officer in 2022 and recommendation to the Board of Directors on the variable annual remuneration for 2022,
- proposal of the targets and weightings for 2023 for the Chief Executive Officer;
Remuneration of the corporate officers for financial year 2024:
- review of the remuneration policy applicable to the Chairman of the Board of Directors and to the CEO,
- discussion of the fixed compensation for the Chairman of the Board of Directors for 2024;
Say on Pay: preparation of the draft resolutions to be proposed to the Annual General Meeting of 21 April 2023;
Pay gap ratios: publication of a ratio for the France Group;
Analysis of resolutions voted at the 2023 Annual General Meeting.

Remuneration of Directors

Directors’ fees: breakdown of fees for 2023;
Review of the proposed policy for 2024.

Regulated agreements

Review of ongoing regulated agreement relating to Mr Nicolas Hieronimus.

Human Resources policy

Review of the Group’s senior employee policy;
Review of the L’Oréal recruitment policy;
Review of the policy on diversity and equality in management bodies: presentation of the various levers and results obtained, specifically with regard to gender equality in management bodies The results in terms of gender balance in the top 10% most responsible positions are presented in paragraph 4.3.2.6.

Long Term Incentives (“LTI”) Policy

Delivery of LTI plans: recording of performance relating to the ACAs Plan of 2019;
Preparation of the ACAs Plan for October 2023;
Proposed allocation to the Chief Executive Officer for 2023.

Employee shareholding

Review of the Third Worldwide Plan implemented in 2022 and review of the proposed Fourth Worldwide Plan for 2024.