Timetables and agendas are prepared so as to cover all of the subjects within the Board’s remit and to respond to issues raised by the Directors in the annual assessment on the Board's operation.
The Chair of each Committee keeps the Board of Directors consistently informed on the work done by the Committees, and the Board bases its decisions on their recommendations.
2024 main activities
Corporate governance
Composition of the Board of Directors:
- Work on the Board's proposal put forward at the 23 April 2024 Annual General Meeting to re-appoint Béatrice Guillaume-Grabisch, Ilham Kadri, Jean-Victor Meyers and Nicolas Meyers as Directors; and
- Proposal for the Annual General Meeting to appoint a new director – Jacques Ripoll.
Composition of the Committees:
Review of the composition of the Committees: Jacques Ripoll joined the Audit Committee.
Assessment of the operation and organisation of the Board:
- Definition of the strategic topics on which the Board wishes to focus in 2024; and
- Proposals for improvement.
Organisation of an executive session:
- A meeting of Directors in the absence of any executive corporate officers, Directors representing the employees or other Group employees;
- As the introduction to the executive session: presentation by Jean-Paul Agon of his report on his activity as Chairman of the Board in 2024 (meeting continued in his absence).
Dialogue with shareholders and investors:
- Information and discussion about the expectations and positions of the main investors and proxy advisors, as expressed during meetings with the Company’s departments responsible for preparing for the Annual General Meeting;
- Information and discussion about the assessment of "shareholder relations": roadshows, conferences, events and meetings on specific topics, particularly CSR issues;
- Information and discussion about variations in investor expectations before and after the publication of results; and
- Responses to written questions put forward by shareholders prior to the Annual General Meeting.
Review of current agreements and the independence of Directors
Remuneration policy, Human Resources and gender balance within the management bodies
- Discussion of the 2024 remuneration policy for corporate officers, including the Chairman of the Board of Directors and the Chief Executive Officer;
- Determination of 2023 remuneration for corporate officers and evaluation of the Chief Executive Officer's performance;
- Adoption of the Performance Share Plan (ACAs) of 10 October 2024;
- Review of the fourth Employee Shareholding Plan;
- Information and discussion on the Group’s Human Resources policy, including the remuneration policy, diversity and gender balance policy, professional gender equality, talent retention and L’Oréal’s attractiveness as an employer, transformation of working methods, social responsibility, value sharing, Pulse results and the internal employee satisfaction survey; and
- Maintaining the target gender balance within strategic positions (60/40).
