2024 universal registration document

2.3.4 nvolvement of the Board and its Committees in sustainability issues

2.3 Organisation and modus operandi of the Board of Directors

2.3.4 nvolvement of the Board and its Committees in sustainability issues

2.3.4 Involvement of the Board and its Committees in sustainability issues

Main tasks

Strategy and Sustainability Committee

  • Reviews the Group’s strategic orientations, including multi-year strategic orientations in terms of social and environmental responsibility.
  • Reviews strategic projects and their economic, financial, societal and environmental impacts.
  • Reviews the sustainable development commitments and regularly reviews CSR issues.

2024 main activities

  • Review of the Group’s strategic development prospects
  • Systematic review at each meeting of the latest initiatives of the L’Oréal for the Future programme, presented by the Chief Corporate Responsibility Officer:
    • Update on the L’Oréal for the Future programme
    • Validation of the Net Zero trajectory
    • Participation in the ChangeNOW summit
    • Sustainable packaging strategy
    • L’Oréal’s sponsorship of the 8th Biomim' Expo
    • World Refill Day
    • 15th Citizen Day
    • No Waste World Summit

Audit Committee

  • Carries out the process for preparation of nonfinancial information and, where applicable, makes recommendations to guarantee the integrity thereof.
  • Monitors the efficiency of the internal control and risk management systems.
  • Monitors the certification of the non-financial information by the Statutory Auditors.

2024 main activities

  • Review of sustainability reporting regulations: CSRD
  • Review of the internal control systems (Vigilance Plan and Corruption Prevention Plan)
  • Monitoring Internal Audit activities, including CSR and cybersecurity commitments
  • Risk mapping
  • Data privacy: monitoring of policies in place and reviewing data governance
  • Human Rights Policy
  • Review of Climate and Nature Risks: main points TNFD and TCFD

Nominations and Governance Committee

  • Oversees governance issues related to the operating methods and organisation of the Board, particularly the Board’s diversity policy.
  • Reviews and proposes candidates for appointment as Directors to the Board under the diversity policy applied to the Board of Directors and evaluates candidates’ knowledge and expertise in terms of the Board’s needs.

2024 main activities

  • Reflection on the composition of the Board (diversity, complementary profiles, expertise, gender balance, concurrent directorships, etc.) and update of the skills matrix for Directors
  • Specific review of CSR expertise as part of updating the skills matrix for Directors
  • Induction process for Jacques Ripoll
  • Values Committee: report of activities in 2024
  • Review of investor and proxy advisor expectations
  • Report on 2024 Annual General Meetings, including Say on Climate

Human Resources and Remuneration Committee

  • Makes proposals on the remuneration of corporate officers, including the non-financial targets for variable remuneration.
  • Reviews the Human Relations policy and the rules of ethical conduct.

2024 main activities

  • Analysis of the Chief Executive Officer's financial and non-financial performance
  • Preparation of the ACAs plan for 2024, including CSR (15%) and HR (5%) criteria
  • Review of the Human Resources policy, including remuneration policy, the overview of L’Oréal employee shareholding and the diversity policy for management bodies
  • Review of pay gap ratios
  • Review of the proposed 5th worldwide employee shareholding plan
  • Review of investor and proxy advisor expectations

Board of Directors

Defines the strategic orientations, factors social and environmental issues into its decisions, reviews the Group’s CSR policy every year and receives a report from each S&S Committee meeting on the L’Oréal for the Future programme.

2024 main activities

  • Automatic reporting on the work carried out by the four Committees
  • Updating of the strategic orientations, taking social and environmental challenges into consideration
  • Review of the risk mapping update, taking sustainability risks into consideration
  • Review of the status of the L’Oréal for the Future sustainability programme by the Chief Corporate Social Responsibility Officer
  • Presentation of the members of the Executive Committee, systematically taking into account the CSR challenges facing their business: Chief Executive Officer, Dermatological Beauty, Deputy Chief Executive Officer in charge of Research, Innovation and Technology, General Manager of the Consumer Products Division, Chief Human Relations Officer, Chief Digital and Marketing Officer
  • Update on cybersecurity
  • Update on the Group's ethics policy

Board of Directors CSR training session on

  • Responsible marketing
  • Responsible use of artificial Intelligence
  • Responsible use of social media