2024 universal registration document

2.2.1 Guiding principles

2.2 Composition of the Board at 31 December 2024

2.2.1 Guiding principles

2.2.1 Guiding principles

2.2.1.1 Balanced composition of the Board of Directors

At 31 December 2024, the Board of Directors comprised 16 members.

Alongside the Chairman of the Board and the Chief Executive Officer(1), the composition of the Board is balanced with seven independent Directors, three Directors from the Bettencourt Meyers family (which holds 34.76% of the share capital), two Directors linked to Nestlé (which holds 20.14% of the share capital)(2) and two Directors representing the employees.

2.2.1.2 Diversity policy applied to the Board of Directors: experienced Directors with complementary profiles

As is the case each year, the Board considered the desirable balance of its composition, including of its Committees (gender balance, ages, qualifications and professional experience, nationalities and international profiles).

The Directors of L’Oréal come from different backgrounds. They complement one another due to their different professional experience, their skills and their international exposure.

The Board is attentive to maintaining a balance between Directors with historical knowledge of the Company and Directors with a more external perspective who have joined the Board more recently.

SUMMARY TABLE OF THE DIVERSITY POLICY APPLIED TO THE BOARD OF DIRECTORS

Criteria Policy and objectives Means of implementation and outcomes achieved in 2024
Age and seniority of Directors Age and seniority of Directors

Policy and objectives

Maintaining generational balance beyond compliance with the Internal Rules:

  • no more than one-third of Directors over the age of 70; and
  • in principle, it is agreed that Directors are to resign from the Board before the Annual General Meeting following their 73rd birthday.

Alongside balance in terms of age, also maintaining balance in terms of seniority on the Board.

Age and seniority of Directors

Means of implementation and outcomes achieved in 2024

Directors are aged between 36 and 71, with an average age of 58.5.

The Board considers that its composition is balanced and includes Directors with long-standing knowledge of L’Oréal and Directors who have joined more recently.

Gender balance Representation of men and women Gender balance Representation of men and women

Policy and objectives

Compliance with the Copé-Zimmermann law, which sets a gender quota of a minimum of 40% of Board members that are the same gender.(3)

Desire to maintain gender balance of around 50% on the Board.

Desired gender balance in the Committees.

Gender balance Representation of men and women

Means of implementation and outcomes achieved in 2024

At 31 December 2024, women made up 43% of the Board of Directors, which is higher than the 40% minimum ratio set in the French Commercial Code in order to achieve gender balance on corporate boards.

Half of the Committees are chaired by women (Audit Committee and Human Resources and Remuneration Committee).

Nationalities International profiles Nationalities International profiles

Policy and objectives

Recruitment of international profiles:

  • targeting Directors of foreign nationality or with an international culture; and/or
  • having international experience in L’Oréal’s strategic markets.
Nationalities International profiles

Means of implementation and outcomes achieved in 2024

The Board has Directors with four different nationalities (Belgian, French, Moroccan, and Swiss).

The vast majority of Directors have international careers and responsibilities.

Five Directors are based outside France.

Qualifications and professional experience Qualifications and professional experience

Policy and objectives

Search for complementarity in the experience of Directors. Definition of a base of skills and expertise shared by all Directors.

Skills related to L’Oréal’s strategy and development objectives.

Qualifications and professional experience

Means of implementation and outcomes achieved in 2024

The Nominations and Governance Committee has identified a set of skills and expertise, validated by the Board.

(See below)