2023 universal registration document

2.3.5 Self-evaluation by the Board of Directors

2.3 Organisation and modus operandi of the Board of Directors

2.3.5 Self-evaluation by the Board of Directors

2.3.5. Self-evaluation by the Board of Directors

ORGANISATION OF THE ANNUAL EVALUATION OF THE MODUS OPERANDI OF THE BOARD
  • September 2023
    • Update of the Thematic interview guide.
    • Update of the Flash questionnaire developed with the help of an external consulting firm.
  • October 2023
    • Nominations and Governance Committee (NGC)
    • Validation of the Interview Guide, the Flash Questionnaire and the internal evaluation procedure.
  • October - November 2023
    • Sending the Flash questionnaire and the Interview Guide to the directors.
    • Individual interviews (Directors / Secretary of the Board).
  • December 2023
    • NGC
    • Detailed report of the evaluations.
    • Board of Directors
    • Summary of the evaluations.
    • 2023 balance sheet.
    • Discussions / wishes for 2024.
    • Decision on internal/external evaluation in 2024.
  • March 2024

    Publication of the evaluation summary in the 2023 Universal Registration Document.

  • Annual procedure for the formal evaluation of the Board, carried out within the framework of the AFEP‑MEDEF Code, to which the Company refers, and of market recommendations such as those issued by the AMF.
  • Principal objectives:
    • To confirm that the agendas for Board meetings cover the full scope of the Board’s remit, that important issues have been appropriately prepared and discussed, and that each member’s contribution to the work of the Board has been measured;
    • To formulate suggested improvements;
    • To put forward proposals on the strategic issues to be addressed in 2024, including those to be studied at the Strategic Seminar on 6 June 2024.
  • Format and procedure:
    • A thematic interview guide, which was updated in October 2023, sets out the principles stipulated in the AFEP-MEDEF Code and identifies the Board’s practices and market expectations. It enables each Director to ask questions about the operation of the Board and their personal contribution to its work and decisions;
    • A questionnaire was prepared and reviewed in 2022 with the assistance of the consulting firm Spencer Stuart and updated in 2023;
    • Individual meetings were held between the Directors and the Secretary of the Board in November and December 2023;
    • Feedback on the responses and interviews was given at the Nominations and Governance Committee meeting of 6 December 2023, then at the Board of Directors meeting of 7 December 2023, followed by discussion between Directors and decisions for 2024. If necessary, the Chairman may meet Directors individually.
  • Key themes of the evaluation:
    • The composition of the Board, its organisation and its modus operandi;
    • The quality and relevance of the information provided;
    • The Board’s involvement in defining L’Oréal’s strategy;
    • The activities of the Committees;
    • Key governance issues.
  • Individual self-assessment of each Director’s contribution to the Board and its Committees on the following subjects:
    • Time spent preparing for Board and Committee meetings;
    • Attention paid to rereading the minutes;
    • Attention paid to the implementation of Board decisions;
    • Specific skills used by the Board;
    • Topics on which learning would be useful.