This structure seeks to ensure that the Group's performance, values and commitments are sustainable, and upkeep the quality of its governance.
Both the Board of Directors and Nicolas Hieronimus benefit from Jean-Paul Agon's successful and recognised experience in both of his positions. The Board can rely on his expertise in governance to respond to the growing expectations of the Group's stakeholders, particularly in the current fragmented global environment.
Nicolas Hieronimus offers expertise in the cosmetics market, an intimate knowledge of L'Oréal and a vision of the future of Beauty, all of which will help the Group to implement future strategic priorities, take advantage of all the opportunities available in an ever-changing world and adapt and reinvent the Group, all while keeping with its values, commitments and Sense of Purpose to "Create the beauty that moves the world". He also brings to the Board his extensive experience in corporate governance and ESG strategy, as well as in-depth knowledge of digital and new technologies.
As part of the Board's self-assessment of its operating procedures carried out towards the end of 2025 (see section 2.3.5), the Directors said they felt the separation of the roles of Chairman and Chief Executive Officer works perfectly and helps to create the conditions for effective governance.
The Board considers it essential for the Chief Executive Officer to take part in Board discussions. The re-appointment of Nicolas Hieronimus as a Director for a further four-year term was approved by 98.92% of the votes cast at the General Meeting held on 29 April 2025.
The balance of powers on the Board of Directors is built around its coherent and harmonious composition and the qualities of its Directors.
At 31 December 2025, the Board of Directors comprised the Chairman and Chief Executive Officer, three Directors (one of whom is Vice-Chairman of the Board) from the Bettencourt Meyers family, two Directors (one of whom is Vice-Chairman of the Board) linked to Nestlé, eight independent Directors and two Directors representing employees.
As such, 53% of Board members are independent(1), highly committed and fully capable in their respective roles given their backgrounds and experience. They hold or have held responsibilities at the highest level in major international groups, which gives them insight into all the dimensions of L'Oréal's operations, enabling them to clarify Board discussions and interact effectively with General Management.
All Board members participate in the discussions and are a driving force for ideas. The diversity and complementarity of the Directors' experience and expertise, with their entrepreneurial and international backgrounds and skills in financial matters and sustainability, give them a rapid and in-depth understanding of the development challenges faced by L'Oréal. As the leader in a globalised and highly competitive cosmetics market where demands for innovation and adaptation are very high, this is essential for L'Oréal.
The Board of Directors pays careful attention to ensuring that the operation, composition and responsibilities of the Board Committees contribute to an appropriate balance of powers. The Board has set up specialised Committees to support the Directors in working together to carry out their duties. Their terms, composition and operating procedures are defined in the Internal Rules, which the Board makes available to the public (see 2.3.3).
The Board Committees have a large proportion of independent Directors: 67% of Audit Committee members, 57% of Human Resources and Remuneration Committee members and 50% of Nominations and Governance Committee members. The Chair of each of these Committees is independent. Only the Strategy and Sustainability Committee, whose organisation is not regulated, is chaired by a non-independent Director within the meaning of the AFEP-MEDEF Code in the person of the Chairman of the Board of Directors. The Chief Executive Officer does not sit on any of the Committees.
The Committees are free to draw up their respective agendas. They systematically report to the Board of Directors on their work, organising meetings and making recommendations.
As part of the Board's self-assessment in late 2025, the Directors once again emphasised the quality of the work and recommendations of the Board Committees, and the fact that they are essential in order for the Board to make fully informed decisions.
Since 2019, the Board has held executive sessions at least once a year, in accordance with the Board's Internal Rules.
The Board believes that these meetings, which are not attended by any corporate officers or Group employees, contribute to good governance. The Chairman of the Board attends the opening part of these sessions, during which he reports on his work, before leaving for the remainder of the meeting. The agenda for the executive sessions is open, allowing the Directors to freely discuss executive corporate officers’ performance and/or succession planning as they deem fit. The issues raised in these meetings are also addressed, where appropriate, in the Board's annual self-assessment.
As part of the annual assessment on how the Board operates, the Directors set new objectives each year to improve the quality of their organisation. Their objective is to improve their efficiency and ensure that they have the necessary means to carry out their duties successfully and with complete freedom (see section 2.3.5).
