2024 universal registration document

1.1.3 Stable governance

1.1 L'Oréal Groupe fundamentals

1.1.3 Stable governance

1.1.3 Stable governance

The stability of the Group’s governance in a changing world makes it possible to work towards long-term objectives and to ensure regular growth.

1.1.3.1 Loyal shareholders, stable capital structure

SHAREHOLDERS AS AT 31 DECEMBER 2024

This diagram shows the shareholder structure at December 31, 2024.

Françoise Bettencourt Meyers and family (1): 34.76%

Nestlé: 20.14%

International institutional investors: 30.18%

French institutional investors: 6.85%

Individual shareholders: 6.07%

Employees (2): 2.00%

  1. Consisting, in addition to Françoise Bettencourt Meyers, of Jean-Pierre Meyers, Jean-Victor Meyers and Nicolas Meyers, along with Téthys SAS and Financière L’Arcouest SAS.
  2. Concerns the current and former employees of L’Oréal. The percentage also includes the performance shares granted in accordance with Article L. 225‑197‑1 of the French Commercial Code. Of which 1.05% of the share capital as part of the L’Oréal Employee Savings Plan and employee investment funds as defined by Article L. 225-102 of the French Commercial Code.
1.1.3.2 A balanced and committed Board of Directors, which fully plays its role of reflection and strategic impetus

The Board of Directors defines the strategic orientations of L’Oréal and monitors its implementation, in accordance with its corporate interest, taking the social and environmental challenges of its business activity into consideration. It oversees the management of both financial and sustainability aspects, and ensures the quality of the information provided to shareholders and to the market.

The composition of L’Oréal’s Board makes it possible to take into account the specific nature of its shareholding structure while guaranteeing the interests of all its stakeholders. At 31 December 2024, the Board of Directors comprised 16 members:

  • the Chairman, Jean-Paul Agon;
  • the Chief Executive Officer, Nicolas Hieronimus;
  • three Directors (one of whom is the Board’s Vice-Chairman) from the Bettencourt Meyers family, which owns 34.76% of the share capital – Françoise Bettencourt Meyers, Jean- Victor Meyers and Nicolas Meyers;
  • two Directors (one of whom is the Board’s Vice-Chairman) linked to Nestlé, which owns 20.14% of the share capital – Paul Bulcke and Béatrice Guillaume-Grabisch;
  • seven independent Directors: Sophie Bellon, Fabienne Dulac, Ilham Kadri, Virginie Morgon, Patrice Caine, Jacques Ripoll and Alexandre Ricard. 50% of the Directors are therefore independent (seven out of 14 excluding the Directors representing the employees); and
  • two Directors representing the employees: Thierry Hamel and Benny de Vlieger.

The Board takes steps to ensure that the Directors come from different backgrounds and that they complement one another due to their different professional experience, their skills and their international exposure (see 2.2.1.2) The diversity of skills and expertise on the Board enables it to understand rapidly and in detail the development challenges that L’Oréal faces.

L’Oréal is attentive to compliance with the principle of balanced gender representation on the Board: 43% of its members are women (1) and two Board Committees out of four are chaired by women.