2024 universal registration document

2. Corporate governance

2.4.1.2.2 Remuneration policy applicable to the Chairman of the Board of Directors who does not hold the position of Chief Executive Officer

Annual fixed remuneration only

The Board of Directors, in accordance with the recommendation of the AFEP-MEDEF Code (Article 26.2), is proposing to the Annual General Meeting of 29 April 2025 that the exercise of the office of Chairman of the Board of Directors without assuming the office of Chief Executive Officer, should be remunerated only by fixed remuneration, excluding any variable remuneration, grant of performance shares or any indemnity related to departure or any consideration for a non-compete agreement.

The Board of Directors also decided that the office of Director held by the Chairman of the Board would not be remunerated.

The Chairman of the Board will benefit from the necessary material resources to carry out his duties such as, for example, the provision of a car with a driver. These arrangements, which are strictly limited to professional use, are not benefits in kind.

The Chairman of the Board will benefit from the same employee benefit scheme as the Company's senior executives.

Principles for determining annual fixed remuneration

The remuneration of the Chairman of the Board of Directors is determined based on the following components:

  • the goals set by L’Oréal’s Board of Directors for the performance of the statutory duties by Chairman of the Board of Directors who does not also hold the office of Chief Executive Officer duties;
  • the Chairman's corporate governance and sustainable governance experience, expertise and reputation;
  • specific duties assigned to the Chairman by the Board of Directors;
  • competitiveness and level of the remuneration compared to that of a relevant reference panel put together by the consultancy firm Mercer.

Application to Jean-Paul Agon

At the 23 April 2024 Annual General Meeting, the Board of Directors proposed that, as from 1 May 2024, the annual fixed remuneration of Jean-Paul Agon, Chairman of the Board of Directors, be reduced to €950,000 from €1,600,000 previously.

This adjustment reflects the end of the three-year transition period after the roles of Chairman and Chief Executive Officer were separated. During this time, Jean-Paul Agon successfully led the handover of General Management responsibilities, in particular by expertly supporting Nicolas Hieronimus in his interaction with the Board of Directors, as part of the extended duties entrusted to the Chairman of the Board of Directors.

At the Annual General Meeting, the remuneration policy of the Chairman of the Board of Directors was approved by 97.90% of votes cast.

At the 29 April 2025 Annual General Meeting, on the recommendation of the Human Resources and Remuneration Committee, the Board of Directors is proposing to keep Jean-Paul Agon’s annual fixed remuneration at the same amount, i.e., €950,000.