As Patrice Caine's term of office as a Director is set to expire in 2026, his re-appointment for a further four-year term will be submitted to the General Meeting.
Patrice Caine has been a Director of L'Oréal since 2018. He is the Chairman of the Nominations and Governance Committee and a member of the Strategy and Sustainability Committee.
Patrice Caine has been Chairman and Chief Executive Officer of the Thales group since 2014, after holding management positions between 2002 and 2013 in various operating units (Air and Naval, Communication, Navigation and Identification, Air Systems, Radio-Communication Products, Network and Infrastructure Systems and Protection Systems).
Patrice Caine is an independent Director. He is highly involved in the work of the Committees of which he is a member, and in the discussions of the Board of Directors. He brings to the Board his strategic vision, his understanding of major geopolitical issues, his industrial expertise and his in-depth knowledge of new technologies and cybersecurity. Over the four years of his term of office as Director, his attendance rate has been 97%(1) for meetings of the Board of Directors, 100% for meetings of the Nominations and Governance Committee, and 100% for meetings of the Strategy and Sustainability Committee.
Every year, the Nominations and Governance Committee proposes to the Board of Directors that the situation of each of the Directors with regard to their independence be reviewed on a case-by-case basis according to the criteria set out in the AFEP-MEDEF Code.
The review of the independence of these Directors was carried out by the Board of Directors on the basis, in particular, of a study of the relationships existing between the Company and the companies in which the Directors hold offices.
If the General Meeting approves the appointments and re-appointments that are proposed by the Board of Directors, the number of Independent Directors will be nine out of sixteen, i.e., an independence rate of 56% (excluding Directors representing employees in accordance with the AFEP-MEDEF Code).
If the General Meeting approves the appointments and re-appointments submitted to it, the number of women on the Board of Directors will be seven out of the sixteen Directors appointed by the General Meeting, i.e., 44% women (excluding Directors representing employees in accordance with the French Commercial Code).
The term of office of the Directors appointed by the Company’s General Meeting is four years or less to allow a staggered renewal of the terms of office of Directors. The term of office of a Director who is not appointed by the General Meeting is four years.
Directors appointed by the General Meeting must each hold a minimum of 250 L’Oréal shares: at least 125 shares on the date of their appointment by the General Meeting and the remaining 125 shares no later than 24 months after this date (see section 3.7 of the Internal Rules of the Board of Directors, which appears in section 2.3.6. of the 2025 Universal Registration Document). The complete list of the duties of the Directors is set out in section 2.2.2. of the 2025 Universal Registration Document.
The Board of Directors has also verified that the Directors whose appointment or re-appointment has been submitted to the General Meeting would have the necessary available time to carry out their duties, and that the number of directorships they hold outside the Company complies with the rules of the French Commercial Code and the AFEP-MEDEF Code.
