The Board met eight times in 2025.
Four Committees prepare discussions and meetings on behalf of the Board. 23 meetings were held in 2025:
Directors may freely and independently propose any subject that is linked to good governance to be included on the agenda of Board and Committee meetings. L'Oréal's Directors are regularly informed of all the Company's activities and its performances in a highly competitive environment. Board meetings are generally held with senior executives of the Company in attendance, who are invited to attend based on topical developments at L'Oréal and a range of matters related to its strategy. As a matter of principle, however, the Board of Directors prefers its members to physically attend meetings of the Board and its Committees. In an open, constructive dialogue in a trustful environment, exchanges of views contribute to the quality of the Directors' work. Board discussions, encouraged by the Chairman, take place transparently and in great detail.
Directors meet at least once a year without the executive corporate officer, Directors representing employees or any other Group employees attending (Article 4.2 of the Internal Rules). The agenda for these meetings is open, allowing the Directors to freely discuss executive corporate officers’performance and/or succession planning if they consider fit. An executive session was held in December 2025. The Chairman of the Board attended the start of this meeting to present his annual activity report as Chairman of the Board, after which the executive session continued without his attendance. The Audit Committee also meets twice a year, with the presence of the Statutory Auditors and without any representatives from General Management, at the close of the meetings dedicated to reviewing the annual and interim financial statements.
One of the roles of the Nominations and Governance Committee is to prepare succession plans for the corporate officers, both on a short-term basis (in the event of an unexpected vacancy) and for the long term.
In conjunction with the Chairman of the Board, the Nominations and Governance Committee draws up a succession plan for the corporate officers to cover any unforeseen vacancy.
Regarding the longer-term succession plan, the Committee may involve the corporate officer concerned in order to obtain their informed opinion on the skills, expertise and capabilities required of candidates to meet L’Oréal’s future strategic challenges. A key criterion is that the candidates’ profiles match the Group's culture and values.
The Nominations and Governance Committee conducts an annual review of the short-term succession plan for corporate officers (i.e., the plan for unforeseen vacancies).
Each year, the Committee also carries out a review of L’Oréal’s key positions, focusing in particular on the succession plan for Executive Committee members and the assessment of their annual performance. This enables the Committee to make sure that the succession plans are consistent, to identity new and high-potential talent and, where necessary, work on career development plans together with the Chief Executive Officer.
In 2025, the Committee carried out this work at its meeting held in June.
Preparing and holding Board and Committee meetings requires significant availability and commitment from Directors. In 2025, the attendance rate at Board meetings was 99.4% on average. The individual attendance rates at Board and Committee meetings are shown in the table below. The allocation of Directors' fees, based on the attendance rate of each member at Board meetings and various Committee meetings, is described in section 2.4.
