2024 universal registration document

2.3.5 Board of Directors' self-assessment

2.3 Organisation and modus operandi of the Board of Directors

2.3.5 Board of Directors' self-assessment

2.3.5 Board of Directors' self-assessment

ORGANISATION OF THE ANNUAL ASSESSMENT ON THE BOARD'S OPERATION
  • June 2024

    Nominations and Governance Committee (NGC)

    Validation of the Board assessment procedure for 2024: internal assessment.
  • October 2024

    NGC

    Validation of the interview guide and update to preliminary questionnaire
  • October - November 2024
    • Interview guide and preliminary questionnaire sent to the Directors. Individual interviews
    • (Directors/ Board Secretary).
  • December 2024

    NGC

    • Detailed report on the assessments.

    Board of Directors

    • Summary of the assessments.
    • Review of 2024. Discussions and wishes for 2025.
  • March 2025 Publication of the assessment summary in the 2024 Universal Registration Document.
  • Annual procedure for the formal evaluation of the Board, carried out within the framework of the AFEP‑MEDEF Code which is used as the corporate governance code of reference, and of market recommendations such as those issued by the AMF.
  • Principal objectives:
    • Ensure that the agendas for Board meetings cover the full scope of the Board’s remit, that important issues have been appropriately prepared and discussed, and evaluate each member’s contribution to the work of the Board;
    • Measure the extent to which the skills matrix and the composition of the Board are commensurate with the Group's current and future challenges;
    • Make suggestions for improvements; and
    • Put forward proposals on the strategic issues to be addressed next year, including those to be debated at the Strategic Seminar.
  • Format and procedure:
    • A thematic interview guide, which was updated in October 2024, sets out the principles stipulated in the AFEP-MEDEF Code and identifies the Board’s practices and market expectations. It enables each Director to ask questions about the operation of the Board and their personal contribution to its work and decisions;
    •  A questionnaire was prepared and reviewed in 2022 with the assistance of the consulting firm Spencer Stuart and updated in 2024;
    • Individual meetings were held between the Directors and the Board Secretary in October and November 2024; and
    • Feedback on responses and interviews was given at the Nominations and Governance Committee meeting of 5 December 2024 and then at the Board of Directors meeting of 6 December 2024, which was followed by discussions between Directors and on 2025 priorities. If necessary, the Chairman may meet Directors individually.
  • Key themes of the evaluation:
    • Composition of the Board, its organisation and its operation;
    • The quality and relevance of the information provided;
    • The Board’s involvement in defining L’Oréal’s strategy;
    • The work and composition of the Committees; and
    • Key governance topics.
  • Individual self-assessment of each Director’s contribution to the Board and its Committees on the following subjects:
    • Time spent preparing for Board and Committee meetings;
    • Attention paid to rereading meeting minutes;
    • Attention paid to implementing Board decisions;
    • Specific skills used by the Board; and
    • Areas where training would be useful.