2025 Universal Registration Document

2.1 Framework for the implementation of corporate governance principles

2.1.1 AFEP-MEDEF corporate governance code

The Company uses the AFEP-MEDEF Code as its corporate governance code of reference.

This chapter includes⁽¹⁾ the corporate governance section of the Management Report and sets out the following:

• the composition of the Board of Directors, including how gender balance is ensured;
• the conditions under which the Board of Director's work is prepared and organised;
• the remuneration policy for Directors and corporate officers;
• information relating to the remuneration and benefits of any kind for corporate officers during the previous financial year, pursuant to Article L. 22-10-9 of the French Commercial Code; and
• restrictions imposed on the powers of the Chief Executive Officer by the Board of Directors.

The other information included in the corporate governance section of the Management Report can be found in chapter 7⁽²⁾, in particular:

• the summary table of authorisations in force granted by the General Meeting (see section 7.2.2);
• the rules for shareholder participation in General Meetings, or the provisions of the Articles of Association providing for these rules (see section 7.1.4); and
• factors that could have an impact in the event of a public tender or exchange offer for the Company's securities (see section 7.3).

In accordance with the recommendations of the AFEP-MEDEF Code, a summary table in this chapter identifies the provisions of the Code which were not applied and outlines why this was the case (see section 2.5).

This chapter also includes information about the work carried out by the Board of Directors and the Board Committees on sustainability (see section 2.3.4). Information about the Board of Directors' oversight of sustainability disclosures is also provided in the Sustainability Report in chapter 4, particularly in section 4.1.1.

2.1.2 Balance of powers within the Board of Directors

2.1.2.1 General Management procedures: separation of the roles of Chairman of the Board of Directors and Chief Executive Officer

L'Oréal's corporate governance structure is suited to the Group's specificities and is part of a continuous progress approach. L'Oréal's General Management procedures have always been decided in the best interests of the Company, and attention is constantly focused on ensuring that the governance structure chosen optimises the Group's performance and creates the most favourable conditions for its long-term development.

Between 2006 and 2011, the roles of Chairman of the Board of Directors and Chief Executive Officer were separated, with Sir Lindsay Owen-Jones holding the role of Chairman and Jean-Paul Agon the role of Chief Executive Officer. In 2011, the Board of Directors decided to combine these positions and appoint Jean-Paul Agon as Chairman of the Board of Directors and Chief Executive Officer of L'Oréal, a position that he held until 30 April 2021.

The Board of Directors decided to separate these positions from 1 May 2021, appointing Nicolas Hieronimus as Chief Executive Officer and renewing Jean-Paul Agon's term of office as Chairman of the Board. The Board reiterated this decision on 21 April 2022 when Jean-Paul Agon was reappointed as a Director.

Nicolas Hieronimus joined L'Oréal 38 years ago. He worked in various positions in marketing before joining General Management (L'Oréal Paris France, L'Oréal Paris International and L'Oréal Mexico). In 2008, he was appointed General Manager of the Professional Products Division and joined the Executive Committee. In January 2011, he was appointed President of L'Oréal Luxe, a role that he held until the end of 2018. In 2013, he became General Manager of Selective Divisions (Luxe, Active Cosmetics⁽³⁾, Professional Products). He was named Deputy Chief Executive Officer in charge of Divisions in May 2017.