2024 universal registration document

1. Presentation of the Group – Integrated Report

ACTIVITIES OF THE BOARD AND ITS COMMITTEES IN 2024

The Board of Directors fully assumes its role in defining the Group’s strategic orientations.

Thanks to an open and constructive dialogue with the General Management and regular meetings with management, the Directors are completely up-to-date with L’Oréal’s economic reality and fully informed of all the Company’s activities, its performances and the challenges it faces. They examine the main areas and opportunities for long-term development and material acquisitions in particular.

The Directors make sure that the decisions taken contribute to implementation of the strategy.

Wishing to continually enhance its role to reflect on issues and drive strategic decision-making, in 2024, the Board carried out an evaluation of its modus operandi and organisation, as it has done every year since 1996 (see 2.3.5).

BOARD OF DIRECTORS

7 meetings in 2024 – 99.2% attendance rate

MAIN WORK IN 2024

  • Corporate governance:
    • Changes in the composition of the Board and its Committees, preparation of draft resolutions on appointments and re-appointments.
    • Basis for dialogue with shareholders, investors and proxy advisors, including feedback.
    • Evaluation of the modus operandi of the Board and executive session.
  • Remuneration policy for corporate officers, human resources including employee shareholding plans, gender balance within management bodies, diversity, equity and inclusion, Long Term Incentives policy.
  • Business activity and results: definition of strategic orientations, taking into account social and environmental issues; systematic review of the Group's results and analysis of trends in the cosmetics market; analysis of acquisition projects.
  • Strategic themes reviewed in 2024: CSR, Ethics, Human Resources, Digital (including AI), Consumer Products Division, Cybersecurity.
  • Strategic seminar held in June 2024: L'Oréal Dermatological Beauty Division, regulatory risks, artificial intelligence.
  • Risk management: risk mapping, update on the Listing Act.
  • Training: responsible marketing, Responsible Framework for Trustworthy AI and communication policy on social media.
STRATEGY AND SUSTAINABILITY COMMITTEE AUDIT COMMITTEE NOMINATIONS AND GOVERNANCE COMMITTEE HUMAN RESOURCES AND REMUNERATION COMMITTEE
6 meetings – 100% attendance rate 5 meetings – 100% attendance rate 5 meetings – 100% attendance rate 5 meetings – 82.9% attendance rate
2024 MAIN ACTIVITIES 2024 MAIN ACTIVITIES 2024 MAIN ACTIVITIES 2024 MAIN ACTIVITIES

STRATEGY AND SUSTAINABILITY COMMITTEE
  • Strategy:
    • Analysis of net sales, update on business activities, market trends and competition
    • Analysis of the performance of recent product launches
    • Review of acquisition and partnership projects
    • Review of the Group’s strategic development prospects
  • Sustainability:
    • Review of recent initiatives
    • Context and progress report five years after the launch of the L'Oréal for the Future programme
    • Sustainable packaging strategy
    • Review and validation of the plan to reduce carbon intensity in line with the SBTi net zero trajectory

AUDIT COMMITTEE
  • Oversight of the process for preparing financial information:
    • Review of annual and interim results, analysis of operating income by Division and Zone
    • Treasury and financing
    • Review of Statutory Auditors’ Reports
    • Review of the Statutory Auditors’ audit plan for 2024
  • Internal control, risks and compliance:
    • Review of the internal control systems
    • Monitoring of Internal Audit activities, including CSR and cyber security
    • Risk mapping
    • Data privacy
    • Update on legal risks
  • Monitoring of the process for preparing non‑financial information and non-financial risks:
    • Update on sustainability reporting regulations
    • Update to the double materiality assessment
    • Review of climate and nature risks: main TNFD and TCFD points
    • Appointment of sustainability auditors

NOMINATIONS AND GOVERNANCE COMMITTEE
  • Composition of the Board:
    • Reflection on the composition of the Board and its Committees in the short and medium term, and definition of the profiles sought
    • Reflection on the skills matrix for directors
    • Onboarding of Jacques Ripoll
  • Governance:
    • Analysis of 2024 voting policies for investors and proxy advisors
    • Review of the independence of Directors
    • Review of the results of the Board’s self-assessment
    • Review of the executive session held in December 2023
    • Values Committee: 2024 report
  • Succession plans and emergency plans: annual review
  • Regulatory updates and knowledge of market practices and expectations:
    • “Attractiveness Act” of 13 June 2024
    • Women on Board Directive
    • Review of the 2024 General Meeting season

HUMAN RESOURCES AND REMUNERATION COMMITTEE
  • Remuneration of corporate officers:
    • Analysis of the voting policies of investors and proxy advisors concerning remuneration
    • Remuneration of corporate officers:
      • 2023: performance review
      • 2024: setting of objectives and weightings for criteria applicable to the Chief Executive Officer
      • 2025: recommendations concerning executive corporate officer remuneration policies
    • Say-on-pay: draft resolutions
    • Pay ratios
  • Remuneration of Directors: Breakdown for 2024 and policy for 2025
  • Annual review of ongoing regulated agreements.
  • Human Resources policy:
    • L'Oréal remuneration policy
    • HR transformation programmes (Simplicity, etc.)
    • Overview of employee shareholders at L’Oréal
    • Diversity policy and gender balance on management bodies
  • Long-term incentives policy:
    • Recording of performance relating to the ACAs Plan of 2020
    • Preparation of the 2024 ACAs Plan
    • Draft ACAs resolution for the 2024 General Meeting, including non‑financial performance criteria.