2025 Universal Registration Document

2. Corporate governance

Dialogue with shareholders and investors:
  • Information and discussion about the expectations and positions of the main investors and proxy advisors, as expressed during meetings with the Company's departments responsible for preparing for the General Meeting;
  • Information and discussion about the assessment of "shareholder relations": roadshows, conferences, events and meetings on specific topics, particularly CSR issues;
  • Information and discussion about variations in investor expectations before and after the publication of results; and
  • Responses to written questions put forward by shareholders prior to the General Meeting.
Review of current agreements and the independence of Directors
Remuneration policy, Human Resources and gender balance within the management bodies
  • Discussion of the 2025 remuneration policy for corporate officers, including the Chairman of the Board of Directors and the Chief Executive Officer;
  • Setting the 2024 remuneration for corporate officers and assessing the Chief Executive Officer's performance;
  • Adoption of the Performance Share Plan (ACAs) of 10 October 2025;
  • Review of the fourth employee share ownership plan;
  • Information and discussion on the Group's Human Resources policy, including the remuneration policy, diversity and gender balance policy, professional gender equality, talent retention and L'Oréal's attractiveness as an employer, transformation of working methods, social responsibility, value sharing, Pulse results (internal employee engagement survey); and
  • Keeping the target gender balance for strategic positions (60/40), which is relevant in view of the fact that 58% of the Group's key positions were held by women as of 31 December 2025.

2.3.3 Activities of the Board Committees

The Board's discussions and decisions are supported by the work performed by its Committees, which report to it after each of their meetings. The remits of each Committee are described in detail in the Internal Rules of the Board of Directors. The Board's Committees act strictly within the framework of the remits given to them by the Board. They actively support the Board and make proposals, but they do not have any decision‑making powers. All Directors who are members of a Committee participate in Committee meetings with complete freedom of judgement and act in the interest of all the shareholders. In 2025, the Committees were again tasked with discussions on behalf of the Board. The composition of these Committees, their remits and their work in 2025 are described below. This information also includes the responsibilities of each Committee regarding sustainability, which are summarised in section 2.3.4.

Strategy and Sustainability Committee
Strategy and Sustainability Committee
Composition as of 31 December 2025 Independence Number of meetings in 2025 Attendance (average 100%) Date of appointment to the Committee
Jean-Paul Agon (Chairman)

Jean-Paul Agon (Chairman)

Independence

 

Jean-Paul Agon (Chairman)

Number of

meetings in 2025

7

Jean-Paul Agon (Chairman)

Attendance

(average 100%)

100%

Jean-Paul Agon (Chairman)

Date of appointment

to the Committee

2011

Jean-Victor Meyers

Jean-Victor Meyers

Independence

 

Jean-Victor Meyers

Number of

meetings in 2025

100%

Jean-Victor Meyers

Attendance

(average 100%)

2020

Paul Bulcke

Paul Bulcke

Independence

 

Paul Bulcke

Number of

meetings in 2025

100%

Paul Bulcke

Attendance

(average 100%)

2017

Patrice Caine

Patrice Caine

Independence

Patrice Caine

Number of

meetings in 2025

100%

Patrice Caine

Attendance

(average 100%)

2020

Ilham Kadri * Ilham Kadri *

Independence

Ilham Kadri *

Number of

meetings in 2025

100%

Ilham Kadri *

Attendance

(average 100%)

2025

Téthys, represented by Alexandre Benais*

Téthys, represented by

Alexandre Benais*

Independence

 

Téthys, represented by

Alexandre Benais*

Number of

meetings in 2025

100%

Téthys, represented by

Alexandre Benais*

Attendance

(average 100%)

2025

It is specified that two members are members of the Bettencourt Meyers family and one member is linked to Nestlé.

An update on the latest CSR initiatives is presented at each meeting by L'Oréal's Chief Corporate Responsibility Officer.