SELECTING NEW DIRECTORS
The procedure for selecting new Directors is described in Article 5.3.1. of the Internal Rules of the Board of Directors, which is reproduced in full in section 2.3.6.
Selection process for new independent Directors appointed by the Annual General Meeting
Profile
Definition of the profile sought by the Nominations and Governance Committee (NGC) in terms of:
- the professional and personal qualities sought; and
- the skills and experience sought to complement that of existing Directors, based on the skills matrix, with a special emphasis on ESG skills;
- the medium- to long-term projection of the Board’s composition;
- gender balance.
Application
- Ongoing search and follow-up with potential profiles.
- Selection of a recruitment firm.
- Discussions and review within the NGC.
- Preparation of a list of candidates to be submitted to the NGC.
Selection
- Discussion of the proposed profiles: alignment with identified needs, checking AFEP-MEDEF Code rule (number of Directorships held simultaneously, independence, etc.).
- Individual meetings with the Chairman of the Board and each member of the NGC.
- Discussion at the NGC meeting with a view to submitting a recommendation to the Board.
Appointment
- Approval by the Board of the draft resolution concerning the appointment of the new Director at the Annual General Meeting.
Skills matrix
- Updating of the skills matrix based on the experience, training and expertise of the new Director.
- As part of the annual assessment of the Board's operating methods, and on the recommendation of the NGC, forward-looking analysis of the fit between:
- the skills matrix;
- the profiles of all of the Directors;
- L'Oréal's challenges and strategy.