2024 universal registration document

The Board of Directors also has discretionary powers to adapt the remuneration policy if unforeseeable or exceptional circumstances so justify. For example, the recruitment of a new corporate officer under unforeseen conditions might require the temporary adaptation of certain existing remuneration components or the proposal of new ones. In this case, the Board of Directors would take into account the experience, expertise and remuneration of the executive concerned in order to propose extraordinary remuneration that may not exceed the amount of the benefits he or she would have had to relinquish by leaving his or her previous role.

It might also be necessary to amend, subject to compliance with the limits determined in the remuneration policy, the performance conditions governing the vesting of some or all of the existing remuneration components in the event of exceptional circumstances resulting from a significant change in the Group’s scope following a merger or sale, the acquisition or creation of a significant new business activity or the elimination of a significant business activity, a change in accounting policy or a major event affecting the markets and/or L’Oréal’s major competitors.

The Board of Directors makes its decisions on the recommendation of the Human Resources and Remuneration Committee and, when necessary, after obtaining the opinion of an independent consultancy firm.

It is specified that any such derogation may only be temporary, pending approval of the amended remuneration policy by the subsequent Annual General Meeting, and would be duly documented.

Clawback mechanism

To the extent permitted by law, in the event of an accounting fraud where the Chief Executive Officer was aware of the situation and the financial statements had to be restated, on the recommendation of the Human Resources and Remuneration Committee, the Board of Directors would reserve the right to (i) reduce or cancel any unvested performance shares or amounts of annual variable remuneration due, (ii) demand, within a period of three years, repayment of all or some of any annual variable remuneration paid, and/or (iii) seek damages.

2024 WORK SCHEDULE OF THE HUMAN RESOURCES AND REMUNERATION COMMITTEE CONCERNING THE REMUNERATION OF CORPORATE OFFICERS