In relation to the Directors' remuneration policy that will be put to the vote in the fourteenth resolution of the 29 April 2025 Annual General Meeting, the Board will propose the following allocation methods (on a full-year basis, effective as from the close of the Annual General Meeting):
| Board of Directors | Annual fixed sum | Amount per Board meeting | Total for the Board of Directors * |
|---|---|---|---|
Annual fixed sum €30,000 |
Amount per Board meeting €6,500 €10,000 (Directors located outside Europe – presence at a meeting) |
Total for the Board of Directors *€75,500 €100,000 |
|
| Board Committees | Board Committees Annual fixed sum Annual fixed sum |
Board Committees Amount per Board meeting Variable annual amount ** |
Board Committees Total for the Board of Directors *Total amount per Committee *** |
| Audit | Audit Annual fixed sum €10,000 |
Audit Amount per Board meeting €20,000 |
Audit Total for the Board of Directors *€30,000 |
| Strategy and Sustainability | Strategy and Sustainability Annual fixed sum €6,000 |
Strategy and Sustainability Amount per Board meeting €14,000 |
Strategy and Sustainability Total for the Board of Directors *€20,000 |
| Nominations and Governance | Nominations and Governance Annual fixed sum €6,000 |
Nominations and Governance Amount per Board meeting €10,000 |
Nominations and Governance Total for the Board of Directors *€16,000 |
| Human Resources and Remuneration | Human Resources and Remuneration Annual fixed sum €6,000 |
Human Resources and Remuneration Amount per Board meeting €10,000 |
Human Resources and Remuneration Total for the Board of Directors *€16,000 |
In accordance with the provisions of the AFEP-MEDEF Code, the majority of this remuneration for Directors comprises a variable portion that depends on attendance at meetings.
Committee Chairs receive double the remuneration of Committee Members.
Attendance at Board meetings for Directors located outside Europe is remunerated at €10,000 per meeting, except for participation by videoconference; in this case, attendance at the Board meeting is remunerated at €6,500.
In the event of the meeting of an ad hoc Committee formed to work on a specific matter that does not fall within the remit of any other existing Committee, the Human Resources and Remuneration Committee may propose to the Board the payment of additional remuneration to the Directors who are members of this Committee, in accordance with the overall budget.
The Board refers notably to the recommendations of the AFEP-MEDEF Code for the determination of the remuneration and benefits granted to executive and non-executive corporate officers.
According to this Code, the corporate officers of a French société anonyme à conseil d’administration (public limited company with a Board of Directors) are: the Chairman and Chief Executive Officer, the Chief Executive Officer, the Deputy Chief Executive Officer(s) (executive corporate officers) and the Chairman of the Board who is not also the Chief Executive Officer (non-executive corporate officers).
The remuneration policies are designed to apply to:
In accordance with the recommendations of the AFEP‑MEDEF Code, the Board ensures that the remuneration policy complies with the principles of comprehensiveness, balance, comparability, consistency, transparency and proportionality, and takes into account market practices.
A/ Fundamental principles for determination of the remuneration of the executive corporate officer
Specific requirements for appointments as executive corporate officers for employees who have been very succeeded throughout the various stages of their careers in the Group
L’Oréal’s ongoing policy has been to appoint to the positions of executive corporate officers senior executives who have been very successful throughout the various stages of their careers in the Group.
The remuneration policy applicable to the executive corporate officer is the logical result of this choice.
It must serve to attract L'Oréal's most talented employees to the very top positions in General Management, without them being deprived after a long career in the Group of the benefits to which they would have continued to be entitled if they had remained employees.
To achieve this objective, the Board of Directors decided to maintain the employment contracts of the executive corporate officer with at least 15 years’ service at the time of their appointment and ensured that the benefits under the suspended employment contract are not combined with those of the executive corporate office.
The Board of Directors has considered that the objective of the AFEP-MEDEF Code's recommendations to avoid the combination of benefits drawn from both an employment contract and a corporate office could be fully achieved by maintaining the suspended employment contract, and clearly separating the benefits from the corporate office from those from the employment contract.
This is why the Board of Directors has decided to make a clear distinction between:
