Nicolas Hieronimus joined L’Oréal 37 years ago. He worked in various positions in marketing before joining General Management (L’Oréal Paris France, L’Oréal Paris International and L’Oréal Mexico). In 2008, he was appointed General Manager of the Professional Products Division and joined the Executive Committee. In January 2011, he was appointed President of L’Oréal Luxe, a role that he held until the end of 2018. In 2013, he became General Manager of Selective Divisions (Luxe, Active Cosmetics(1), Professional Products). He was named Deputy Chief Executive Officer in charge of Divisions in May 2017.
This structure seeks to ensure that the Group’s performance, values and commitments are sustainable, and upkeep the quality of its governance.
Both the Board of Directors and Nicolas Hieronimus benefit from Jean-Paul Agon’s successful and recognised experience in both of his positions. The Board of Directors can count on his expertise in governance to respond to the growing expectations of the Group’s stakeholders.
Nicolas Hieronimus offers expertise in the cosmetics market, an intimate knowledge of L’Oréal and a vision of the future of Beauty, all of which will help the Group to implement future strategic priorities, take advantage of all the opportunities available in an ever-changing world and adapt and reinvent the Group, all while keeping with its values, commitments and Sense of Purpose to "Create the beauty that moves the world". He also brings to the Board his extensive experience in corporate governance and ESG strategy, as well as in-depth knowledge of digital and new technologies.
As part of the Board’s self-assessment of its operating procedures carried out towards the end of 2024 (see section 2.3.5), the Directors said they felt the separation of the roles of Chairman and Chief Executive Officer works very satisfactorily.
In this context, the Board, considering as essential that the Chief Executive Officer take part in its discussions, at the Annual General Meeting to be held on 29 April 2025, will propose to the shareholders to re-appoint Nicolas Hieronimus as a Director for a further four-year term.
The balance of powers on the Board of Directors is built around its coherent and harmonious composition and the qualities of its Directors.
At 31 December 2024, the Board of Directors comprised the Chairman and Chief Executive Officer, three Directors (one of whom is Vice-Chairman of the Board) from the Bettencourt Meyers family, two Directors (one of whom is Vice-Chairman of the Board) linked to Nestlé, seven independent Directors and two Directors representing the employees.
As such, 50% of Board members are independent(2), highly committed and fully capable in their respective roles given their backgrounds and experience. They hold responsibilities at the highest level in major international groups, which gives them insight into all the dimensions of L’Oréal’s operations, clarify Board discussions and interact effectively with General Management.
All Board members participate in the discussions and are a driving force for ideas. The diversity and complementarity of the Directors' experience and expertise, with their entrepreneurial and international backgrounds and skills in financial matters and sustainability, give them a rapid and in- depth understanding of the development challenges faced by L’Oréal. As the leader in a globalised and highly competitive cosmetics market where demands for innovation and adaptation are very high, this is essential for L’Oréal.
The Board of Directors pays careful attention to ensuring that the operation, composition and responsibilities of the Board Committees contribute to an appropriate balance of powers. The Board has set up specialised committees to support the Directors in working together to carry out their duties. Their terms, composition and operating procedures are defined in the Internal Rules of the Board of Directors, which the Board makes available to the public (see 2.3.3).
The Board Committees have a large proportion of independent Directors: 66% of Audit Committee members, 60% of Human Resources and Remuneration Committee members, and 50% of Nominations and Governance Committee members. The Chair of each of these Committees is independent. Only the Strategy and Sustainability Committee, whose organisation is not regulated, is chaired by a non-independent Director within the meaning of the AFEP- MEDEF Code in the person of the Chairman of the Board of Directors. The Chief Executive Officer does not sit on any of the Committees.
The Committees are free to draw up their respective agendas. They systematically report to the Board of Directors on their work, organising meetings and making recommendations.
As part of the Board’s self-assessment in late 2024, the Directors once again emphasised the quality of the work and recommendations of the Board Committees, and the fact that they are essential in order for the Board to make fully informed decisions.
Since 2019, the Board has held executive sessions at least once a year, in accordance with the Board's Internal Rules.
The Board believes that these meetings, which are not attended by any corporate officers or Group employees, contribute to good governance. The Chairman of the Board attends the opening section of these sessions, but leaves for the remainder of the meeting. The issues raised in these meetings are also addressed, where appropriate, in the Board’s annual self-assessment.
As part of the annual assessment on how the Board operates, the Directors set new objectives each year to improve the quality of their organisation. Their objective is to improve their efficiency and ensure that they have the necessary means to carry out their duties successfully and with complete freedom (see section 2.3.5).
(1) Since renamed Dermatological Beauty.
(2) Excluding Directors representing the employees, in accordance with the AFEP-MEDEF Code.
