2024 universal registration document

2. Corporate governance

General assessment Areas for improvement/Action to be taken/Issues to be addressed
THE BOARD AND STRATEGY
  • Good anticipation of medium- and long-term planning.
  • Holding a Strategic Seminar at least once a year is very useful.
  • Topics discussed at the Strategic Seminar in June 2024, which were deemed very interesting.
  • Acquisition projects well presented and discussed, in line with the strategy.
  • Good analysis of the main risks.
  • Good anticipation of medium- and long-term planning.
  • Holding a Strategic Seminar at least once a year is very useful.
  • Topics discussed at the Strategic Seminar in June 2024, which were deemed very interesting.
  • Acquisition projects well presented and discussed, in line with the strategy.
  • Good analysis of the main risks.

Areas for improvement/Action to be taken/Issues to be addressed

  • Inclusion of proposed topics for the next strategic seminar.
  • Requests for an additional Board meeting to allow more time to review the strategy in depth.
BOARD COMMITTEES
  • Strategy and Sustainability Committee: works very well with good discussions; presentations on acquisition projects very well structured; regular CSR overviews considered important.
  • Audit Committee: good coverage of CSR reporting issues; particular attention paid to risk issues; highly relevant business approach to the issues dealt with.
  • Human Resources and Remuneration Committee: meetings well prepared, enabling in-depth discussions; work well planned ahead of meetings.
  • Nominations and Governance Committee: very good planning in the selection of new Directors.
  • Strategy and Sustainability Committee: works very well with good discussions; presentations on acquisition projects very well structured; regular CSR overviews considered important.
  • Audit Committee: good coverage of CSR reporting issues; particular attention paid to risk issues; highly relevant business approach to the issues dealt with.
  • Human Resources and Remuneration Committee: meetings well prepared, enabling in-depth discussions; work well planned ahead of meetings.
  • Nominations and Governance Committee: very good planning in the selection of new Directors.

Areas for improvement/Action to be taken/Issues to be addressed

Continued focus on cross-cutting sustainability issues.
GOVERNANCE ISSUES
  • How General Management operates:
    • Separation of the roles of Chairman and Chief Executive Officer, which is working very well.
  • Complementary relationship between the Chairman and the Chief Executive Officer is valued.
    • Attentive and receptive Chairman, who leads discussions in a very open way, with excellent knowledge of the subject matter, which is a real added value.
    • Transparent communication with the Chief Executive Officer, enabling in-depth strategic discussions in a climate of trust.
  • Balance of power ensured (presence and number of major shareholders; profile of independent Directors; freedom of expression).
  • Lead Director: not relevant to L’Oréal given the current composition and modus operandi of the Board.
  • "Climate" Director: not recommended, as CSR is the responsibility of all Directors.
  • Executive sessions: running well.
  • Conflicts of interest: well managed by the rules in force (non-participation in debates and decisions, annual declaration of independence, procedure for reviewing current agreements).
  • Contact with investors and proxy advisors: current procedures for meetings with L’Oréal teams are deemed satisfactory.
  • How General Management operates:
    • Separation of the roles of Chairman and Chief Executive Officer, which is working very well.
  • Complementary relationship between the Chairman and the Chief Executive Officer is valued.
    • Attentive and receptive Chairman, who leads discussions in a very open way, with excellent knowledge of the subject matter, which is a real added value.
    • Transparent communication with the Chief Executive Officer, enabling in-depth strategic discussions in a climate of trust.
  • Balance of power ensured (presence and number of major shareholders; profile of independent Directors; freedom of expression).
  • Lead Director: not relevant to L’Oréal given the current composition and modus operandi of the Board.
  • "Climate" Director: not recommended, as CSR is the responsibility of all Directors.
  • Executive sessions: running well.
  • Conflicts of interest: well managed by the rules in force (non-participation in debates and decisions, annual declaration of independence, procedure for reviewing current agreements).
  • Contact with investors and proxy advisors: current procedures for meetings with L’Oréal teams are deemed satisfactory.

Areas for improvement/Action to be taken/Issues to be addressed