2023 universal registration document

2.3.4 The involvement of the Board and its Committees in sustainability issues

2.3 Organisation and modus operandi of the Board of Directors

2.3.4 The involvement of the Board and its Committees in sustainability issues

2.3.4. The involvement of the Board and its Committees in sustainability issues

Main tasks

Strategy and Sustainability Committee (S&S)

  • Reviews the Group’s strategic orientations, including multi-year strategic orientations in terms of social and environmental responsibility.
  • Reviews the strategic projects and their economic, financial, societal and environmental consequences.
  • Reviews the sustainable development commitments and regularly reviews CSR issues.

2023 main activities

  • Review of the Group’s strategic development prospects
  • Systematic review at each meeting of the latest initiatives of the L’Oréal for the Future programme, presented by the Chief Corporate Responsibility Officer:
    • Update on the L’Oréal for the Future programme
    • Presentation of the Net Zero climate strategy
    • Review of the decarbonisation plan in line with the SBTi trajectory
    • Review of various sustainable development initiatives: eco-designed stores, sustainable energy supply
    • Update on the first
    • “Worldwide No Waste Cup”
    • 14th Citizen Day
    • Information on the “Imagine the future of dermatology” event, aimed at supporting healthcare professionals in the social and environmental transition
    • Update on the partnership for the 15th Climate Week in New York
    • Update on the recently established L’Oréal Climate Emergency Fund
    • Update on the launch of the commerce environmental score for Garnier in France
    • “One D/Way for the future” event held for the second time, to disseminate best practices and enhance employee engagement

Audit Committee

  • Carries out the process for preparation of non-financial information and, where applicable, makes recommendations to guarantee the integrity thereof.
  • Monitors the efficiency of the internal control and risk management systems.

2023 main activities

  • Review of sustainability reporting regulations: Corporate Sustainability Reporting Directive (CSRD)
  • Appointment of sustainability auditors (CSRD)
  • Financial management procedures for commitments under the L’Oréal for the Future programme
  • “Sustainable Finance” organisation
  • Risk mapping
  • Review of the update to the 2023 Vigilance Plan and the draft European Directive (CS3D)
  • Review the internal and external audit plan regarding NFIS, including the L’Oréal for the Future programme

Human Resources and Remuneration Committee

  • Makes proposals on the remuneration of corporate officers, including the non-financial targets of variable remuneration.
  • Reviews the Human Resources policy and the rules of ethical conduct.

2023 main activities

  • Analysis of the Chief Executive Officer’s financial and non-financial performance
  • Preparation of the ACAs plan for 2023, including CSR (15%) and HR (5%) criteria
  • Review of the human resources policy, including senior management policy, recruitment policy and diversity policy for management bodies
  • Review of pay gap ratios
  • Review of the 4th worldwide employee share ownership plan project
  • Review of investor and proxy advisor expectations

Nominations and Governance Committee

  • Discusses governance issues related to the functioning and organisation of the Board, particularly the Board’s diversity policy.

2023 main activities

  • Reflection on the composition of the Board (diversity, complementary profiles, expertise, gender balance, combining of offices etc.) and update of the skills matrix for Directors
  • Specific review of CSR expertise as part of updating the skills matrix for directors
  • Values Committee: report of activities in 2023
  • Review of Say on Climate resolutions in 2023
  • Review of investor and proxy advisor expectations, specifically with regard to Say on Climate
  • Analysis of stakeholders’ expectations regarding the profile of independent directors

Board of Directors

  • Defines the strategic orientations, factors social and environmental issues into its decisions, reviews the Group’s CSR policy every year and possesses a report from each S&S Committee meeting on the L’Oréal for the Future programme.

2023 main activities

  • Automatic reporting on the work carried out by its four committees
  • Updating of the strategic orientations, taking social and environmental challenges into consideration
  • Review of the risk mapping update, taking sustainability risks into consideration
  • Review of the status of the L’Oréal for the Future sustainability programme by the Chief Corporate Responsibility Officer
  • Presentation of the members of the Executive Committee, systematically taking into account the CSR challenges facing their business: Chief Human Resources Officer, Chief Digital & Marketing Officer, Chief Operations Officer, Chief Executive Officer North Asia Zone & L’Oréal China, Chief Executive Officer Latin America, Chief Executive Officer North America & L’Oréal USA
  • Update on the Group’s ethics policy