2025 Universal Registration Document

1. Presentation of the Group – Integrated Report

ACTIVITIES OF THE BOARD AND ITS COMMITTEES IN 2025

The Board of Directors fully assumes its role in defining the Group's strategic orientations.

Thanks to an open and constructive dialogue with the General Management and regular meetings with management, the Directors are completely up-to-date with L'Oréal's economic reality and fully informed of all the Company's activities, its performances and the challenges it faces. They examine the main areas and opportunities for long-term development and material acquisitions in particular.

The Directors make sure that the decisions taken contribute to implementation of the strategy.

Wishing to continually enhance its role to reflect on issues and drive strategic decision-making, in 2025, the Board carried out an evaluation of its modus operandi and organisation, as it has done every year since 1996 (see 2.3.5).

BOARD OF DIRECTORS

8 meetings in 2025 - 99.4% attendance rate

MAIN WORK IN 2025

BOARD OF DIRECTORS
  • Corporate governance:
    • Changes in the composition of the Board and its Committees, preparation of draft resolutions on appointments and reappointments.
    • Basis for dialogue with shareholders, investors and proxy advisors, including feedback.
    • Evaluation of the modus operandi of the Board and executive session.
  • Remuneration policy for corporate officers, human resources including employee shareholding plans, gender balance within management bodies, diversity, equity and inclusion, Long Term Incentives policy.
  • Business activity and results: definition of strategic orientations, taking into account social and environmental issues; systematic review of the Group's results and analysis of trends in the beauty market; analysis of acquisition projects.
  • Strategic themes reviewed in 2025: CSR, Ethics, Human Resources, Digital (including AI), Luxe Division, China, United States, adjacent territories, R&I including longevity, One L'Oréal, including transformation projects.
  • Strategic seminar held in 2025: India

STRATEGY AND SUSTAINABILITY COMMITTEE

AUDIT COMMITTEE

NOMINATIONS AND GOVERNANCE COMMITTEE

HUMAN RESOURCES AND REMUNERATION COMMITTEE

7 meetings - 100% attendance rate

6 meetings - 100% attendance rate

5 meetings - 100% attendance rate

5 meetings - 100% attendance rate

2025 MAIN ACTIVITIES

2025 MAIN ACTIVITIES

2025 MAIN ACTIVITIES

2025 MAIN ACTIVITIES

STRATEGY AND SUSTAINABILITY COMMITTEE

  • Strategy:

    • Analysis of sales, update on business activities, market trends and competition
    • Analysis of the performance of recent product launches
    • Review of acquisition and partnership projects, as well as financing arrangements
    • Review of the Group's strategic development prospects
    • Review of the proposed dividend

  • Sustainability:

    • Review of recent initiatives
    • Context and progress report five years after the launch of the L'Oréal for the Future programme
    • Analysis of the Group's resilience in the face of water-related challenges
    • Review of the decarbonisation plan
    • Monitoring of the Sustainable Innovation Accelerator programme

AUDIT COMMITTEE

  • Oversight of the process for preparing financial information:

    • Review of annual and interim results, analysis of operating income by Division and Region
    • Review of Statutory Auditors' Reports
    • Review of the Statutory Auditors' audit plan for 2025

  • Internal control, risks and compliance:

    • Review of internal control and compliance systems
    • Monitoring of Internal Audit activities, including CSR and cybersecurity
    • Risk mapping
    • Update on cybersecurity
    • Updates on legal risks
    • Group insurance policy
    • Group employee benefit obligations
    • Reputational risk management
    • Review of controversial substances

  • Monitoring of the process for preparing non‑financial information and non-financial risks:

    • Update on sustainability reporting regulations
    • Sustainability reporting strategy, review of market standards and practices
    • Omnibus initiatives
    • Sustainability report and sustainability auditors

NOMINATIONS AND GOVERNANCE COMMITTEE

  • Composition of the Board:

    • Reflection on the composition of the Board and its Committees in the short and medium term, and definition of the profiles sought
    • Reflection on the skills matrix for directors
    • Onboarding of Isabelle Seillier, Aurélie Jean and Téthys as represented by Alexandre Benais

  • Governance:

    • Analysis of 2025 voting policies for investors and proxy advisors
    • Review of the independence of Directors
    • Review of the results of the Board's self-assessment
    • Review of the executive session held in December 2024
    • Values Committee: 2025 report
  • Succession plans and emergency plans: annual review

  • Regulatory updates and knowledge of market practices and expectations:

    • Women on Board Directive
    • Review of the 2025 General Meeting season
    • Reports issued by the French Financial Markets Authority (AMF) and the French High Committee for Corporate Governance (HCGE)

HUMAN RESOURCES AND REMUNERATION COMMITTEE

  • Remuneration of corporate officers:

    • Analysis of the voting policies of investors and proxy advisors concerning remuneration
    • Analysis of the vote on the resolution relating to the 2025 remuneration policy for the Chief Executive Officer at the 2025 General Meeting

    • Remuneration of corporate officers:

      • 2024: performance review
      • 2025: setting of objectives and weightings for criteria applicable to the Chief Executive Officer
      • 2026: recommendations concerning executive corporate officer remuneration policies
    • Say-on-pay: draft resolutions
    • Pay ratios
  • Remuneration of Directors: Breakdown for 2025 and policy for 2026
  • Annual review of ongoing related-party agreements

  • Human Resources policy:

    • L'Oréal remuneration policy
    • Skills-related Learning policy
    • Executive pension scheme
    • Diversity policy and gender balance on management bodies

  • Long-term incentives policy:

    • Recording of performance relating to the 2021 ACAs Plan
    • Preparation of the 2025 ACAs Plan