2023 universal registration document

2. Corporate governance

General assessment Areas for improvement/Action to be taken/Issues to be addressed
THE BOARD AND STRATEGY
  • Good anticipation of medium- and long-term thinking.
  • Holding a Strategic Council meeting at least once a year is very useful.
  • Topics discussed at the Strategic Board meeting in June 2023:
    • Very relevant presentations (Emerging Countries – Risks – Development of metaverses)
    • Presentations by external speakers (geopolitical risks – China – South-East Asia) appreciated
    • Very interesting experience-sharing session on the theme of transformation
  • Proposed acquisitions well presented and discussed, in line with the strategy.
  • Good analysis of the main risks.
  • Good anticipation of medium- and long-term thinking.
  • Holding a Strategic Council meeting at least once a year is very useful.
  • Topics discussed at the Strategic Board meeting in June 2023:
    • Very relevant presentations (Emerging Countries – Risks – Development of metaverses)
    • Presentations by external speakers (geopolitical risks – China – South-East Asia) appreciated
    • Very interesting experience-sharing session on the theme of transformation
  • Proposed acquisitions well presented and discussed, in line with the strategy.
  • Good analysis of the main risks.
Areas for improvement/Action to be taken/Issues to be addressed

Rerun sessions for in-depth sharing of experience on certain topics at strategic seminars.
BOARD COMMITTEES
  • Strategy and Sustainability Committee: Works very well with good discussions; presentations on proposed acquisitions very well structured; systematic CSR point considered important.
  • Audit Committee: Good coverage of CSR reporting issues; particular attention paid to risk issues; highly relevant business approach to the issues dealt with.
  • Human Resources and Remuneration Committee: well prepared, work well planned.
  • Nominations and Governance Committee: good planning in the selection of new Directors.
  • Strategy and Sustainability Committee: Works very well with good discussions; presentations on proposed acquisitions very well structured; systematic CSR point considered important.
  • Audit Committee: Good coverage of CSR reporting issues; particular attention paid to risk issues; highly relevant business approach to the issues dealt with.
  • Human Resources and Remuneration Committee: well prepared, work well planned.
  • Nominations and Governance Committee: good planning in the selection of new Directors.
Areas for improvement/Action to be taken/Issues to be addressed

Ensuring clear distribution of cross-functional CSR issues between the various committees.
GOVERNANCE ISSUES
  • Procedure for exercising the General Management:
    • Separation of the offices of Chairman and Chief Executive Officer, which is working very well.
  • Complementary relationship between the Chairman and the Chief Executive Officer is valued.
    • Attentive and receptive Chairman, who leads the discussions in a very open way, with excellent knowledge of the subject matter, which is a real added value.
    • Transparent communication with the Chief Executive Officer, enabling in-depth strategic discussions in a climate of trust.
  • Balance of power ensured (presence and number of major shareholders; profile of independent Directors; freedom of expression).
  • Lead Director: does not apply to L’Oréal given the current composition and modus operandi of the Board.
  • “Climate” Director: Not recommended, as CSR is the responsibility of all Directors.
  • Executive sessions: running well.
  • Conflicts of interest:well managed by the rules in force (non-participation in debates and decisions, annual declaration of independence, procedure for reviewing current agreements).
  • Contact with investors and proxy advisors: current procedure for meetings with L’Oréal teams satisfactory.
  • Procedure for exercising the General Management:
    • Separation of the offices of Chairman and Chief Executive Officer, which is working very well.
  • Complementary relationship between the Chairman and the Chief Executive Officer is valued.
    • Attentive and receptive Chairman, who leads the discussions in a very open way, with excellent knowledge of the subject matter, which is a real added value.
    • Transparent communication with the Chief Executive Officer, enabling in-depth strategic discussions in a climate of trust.
  • Balance of power ensured (presence and number of major shareholders; profile of independent Directors; freedom of expression).
  • Lead Director: does not apply to L’Oréal given the current composition and modus operandi of the Board.
  • “Climate” Director: Not recommended, as CSR is the responsibility of all Directors.
  • Executive sessions: running well.
  • Conflicts of interest:well managed by the rules in force (non-participation in debates and decisions, annual declaration of independence, procedure for reviewing current agreements).
  • Contact with investors and proxy advisors: current procedure for meetings with L’Oréal teams satisfactory.
Areas for improvement/Action to be taken/Issues to be addressed