2024 universal registration document

Supervision by the Board of Directors

L'Oréal's Board of Directors has structured its organisation to deal with sustainability issues effectively, in particular through its specialised Board Committees. It has incorporated environmental, social and governance (ESG) skills into its diversity policy, and in 2024, has 13 members with experience in this area. The Board has identified three priority topics: the role of the ESG strategy within an international group, governance and business ethics, and the Group's role in society, including corporate philanthropy (see section 2.2.1.2).

The Board is supported by directors with a strategic overview and whose specialist expertise is reinforced by targeted training in areas such as artificial intelligence ethics and responsible marketing. These skills are regularly enriched by in-depth presentations at meetings of the Board and its committees (see section 2.3.4). Each year, the Board reviews its members' skills matrix as part of its self-assessment procedure (see section 2.3.5), taking into account sustainability issues and the diversity policy.

The Board of Directors ensures that it listens carefully to L'Oréal's stakeholders, while maintaining the vision and objectivity necessary to act in the long-term interest. It is regularly informed of the expectations of investors as expressed in roadshows following Group results publications, of the main non-financial rating agencies, and of its employees, notably through the Human Resources and Remuneration Committee and presentations by the Chief Human Relations Officer. It also receives information on expectations in the sphere of diversity, equity and inclusion, notably through the report of the Advisory Board for these issues, and in terms of sustainability, in particular through the report on the activities of the Chief Corporate Responsibility Officer.

The Board is organised in such a way as to examine its areas of responsibility in depth, drawing on the recommendations of the following specialised Board Committees:

• The Strategy and Sustainability Committee reviews the Group's strategic orientations, particularly in light of sustainability. It monitors the strategy with the aim of strengthening the organisation’s resilience and value chain, as well as progress made on commitments such as decarbonisation and the L'Oréal for the Future programme, through regular presentations by the Chief Corporate Responsibility Officer and the functions and business lines.
• The Audit Committee has overseen financial reporting as well as sustainability issues and sustainability risk management since 2018. Following the implementation of the Corporate Sustainability Reporting Directive (CSRD), the Committee’s remit was strengthened (see section 3.2) to include reviewing the double materiality assessment and monitoring the progress of the Sustainability Report at each of its meetings in 2024.
• The Human Resources and Remuneration Committee submits proposals on remuneration, including the non-financial targets applicable to the Chief Executive Officer's variable remuneration and the long-term targets for the conditional share grant plan. It also examines the HR policy and the rules of ethical conduct.
• The Nominations and Governance Committee deals with governance issues, including the diversity policy and directors' ESG skills. It also monitors the outcomes of initiatives taken in line with L'Oréal's values, related to people and social progress, for example.

This integrated approach enables the Board to ensure that social and environmental issues are taken into account when defining the Group's strategic orientations. It reviews annually the results achieved and the relevance, if any, of adapting the action plan or modifying the objectives, particularly in light of changes in the Company's strategy, technologies and shareholder expectations and in its economic ability to implement them.