The balance of powers on the Board is ensured through a very precise outline of each individual's roles and tasks that are divided up and shared. Each Director receives information on an ongoing basis and has everything they need to carry out their duties. They all have a duty of diligence and participate, in total independence, in the decisions and work of the Board and, where applicable, its Committees. They are all required to comply with the rules in force with regard to conflicts of interest.
A member of the Board is considered independent when he or she has no relationship of any kind whatsoever with the Company, its Group or its management that may interfere with his or her freedom of judgement. With this in mind, the criteria that guide the Board in determining whether a member can qualify as independent are the following, as set out in the AFEP-MEDEF Code, the member:
At its meeting held on 12 February 2026, the Board of Directors examined, on a case-by-case basis, the situation of each of the members concerned in light of the independence criteria set out in the AFEP-MEDEF Code.
| Not an employee or executive corporate officer |
No cross-directorships |
No significant business relationships | No family ties | Not a Statutory Auditor |
Not a Director for more than 12 years |
Classification adopted | |
|---|---|---|---|---|---|---|---|
| Sophie Bellon | Sophie Bellon Not an employee or executive corporate officer yes |
Sophie Bellon No cross-directorships yes |
Sophie Bellon No significant business relationships yes |
Sophie Bellon No family ties yes |
Sophie Bellon Not a Statutory Auditor yes |
Sophie Bellon Not a Director for more than 12 years yes |
Sophie Bellon Classification adopted Independent |
| Patrice Caine | Patrice Caine Not an employee or executive corporate officer yes |
Patrice Caine No cross-directorships yes |
Patrice Caine No significant business relationships yes |
Patrice Caine No family ties yes |
Patrice Caine Not a Statutory Auditor yes |
Patrice Caine Not a Director for more than 12 years yes |
Patrice Caine Classification adopted Independent |
| Fabienne Dulac | Fabienne Dulac Not an employee or executive corporate officer yes |
Fabienne Dulac No cross-directorships yes |
Fabienne Dulac No significant business relationships yes |
Fabienne Dulac No family ties yes |
Fabienne Dulac Not a Statutory Auditor yes |
Fabienne Dulac Not a Director for more than 12 years yes |
Fabienne Dulac Classification adopted Independent |
| Aurélie Jean | Aurélie Jean Not an employee or executive corporate officer yes |
Aurélie Jean No cross-directorships yes |
Aurélie Jean No significant business relationships yes |
Aurélie Jean No family ties yes |
Aurélie Jean Not a Statutory Auditor yes |
Aurélie Jean Not a Director for more than 12 years yes |
Aurélie Jean Classification adopted Independent |
| Ilham Kadri | Ilham Kadri Not an employee or executive corporate officer yes |
Ilham Kadri No cross-directorships yes |
Ilham Kadri No significant business relationships yes |
Ilham Kadri No family ties yes |
Ilham Kadri Not a Statutory Auditor yes |
Ilham Kadri Not a Director for more than 12 years yes |
Ilham Kadri Classification adopted Independent |
| Alexandre Ricard | Alexandre Ricard Not an employee or executive corporate officer yes |
Alexandre Ricard
No cross-directorships yes |
Alexandre Ricard No significant business relationships yes |
Alexandre Ricard No family ties yes |
Alexandre Ricard Not a Statutory Auditor yes |
Alexandre Ricard
Not a Director for more than 12 years yes |
Alexandre Ricard Classification adopted Independent |
| Jacques Ripoll | Jacques Ripoll Not an employee or executive corporate officer yes |
Jacques Ripoll No cross-directorships yes |
Jacques Ripoll No significant business relationships yes |
Jacques Ripoll No family ties yes |
Jacques Ripoll Not a Statutory Auditor yes |
Jacques Ripoll Not a Director for more than 12 years yes |
Jacques Ripoll Classification adopted Independent |
| Isabelle Seillier | Isabelle Seillier Not an employee or executive corporate officer yes |
Isabelle Seillier No cross-directorships yes |
Isabelle Seillier No significant business relationships yes |
Isabelle Seillier No family ties yes |
Isabelle Seillier Not a Statutory Auditor yes |
Isabelle Seillier Not a Director for more than 12 years yes |
Isabelle Seillier Classification adopted Independent |
Based on the work carried out by the Nominations and Governance Committee, on 12 February 2026, the Board of Directors reviewed, as it does each year, whether any business relationship exists with these Directors. Business relationships refer to the financial flows that took place during 2025 between L'Oréal and companies in which the Directors who qualify as independent also hold an office or position. As to the significance of the business relationship, and in keeping with the recommendations of the French Financial Markets Authority, the Board of Directors carried out a quantitative and qualitative analysis, adopting where necessary a wide multi-criteria approach (duration and continuity, importance of the business relationship for L'Oréal and the Director, and organisation of the relationship). Isabelle Seillier, who was appointed as a Director at the 2025 General Meeting following a distinguished career in investment banking, has not held any role within JP Morgan since January 2024. Following this analysis, the Board concluded there were no significant business relationships.
In summary, on 31 December 2025, 8 out of 15 members of the Board of Directors (excluding the Directors representing employees, in accordance with the AFEP-MEDEF Code) qualified as independent (i.e., 53% of the Board of Directors). It is specified that the following are not considered to be independent: Jean-Paul Agon (a former executive corporate officer within the last five years and a Director since 2006); Nicolas Hieronimus (executive corporate officer); Jean-Victor Meyers, Nicolas Meyers, and Téthys, represented by Alexandre Benais (Bettencourt Meyers family, holding 34.79% of the share capital); Paul Bulcke and Béatrice Guillaume‑Grabisch (linked to Nestlé, holding 20.16% of the share capital).
