2025 Universal Registration Document

2. Corporate governance

Since the 2025 General Meeting, the Audit Committee has been chaired by Jacques Ripoll, who has recognised expertise in finance, accounting and sustainability. Due to their professional experience and their good knowledge of the Group's accounting and financial procedures, all the members of the Audit Committee have financial and/or accounting skills(1).

In addition to the specific skills of certain Committee members, the Committee is given regular updates on sustainability issues, particularly draft regulations. Since 2018, the Committee has been responsible for monitoring issues relating to financial and non-financial information and monitoring risk management systems, including sustainability risks. Since the start of 2024, the Audit Committee has been responsible for the implementation of the CSRD.

The Statutory Auditors attend the meetings, except where discussions directly concern them. The Committee meets at least twice a year without management being present, and the Statutory Auditors attend these meetings. The Committee did not deem it necessary to call upon outside experts. The Chairman of the Board of Directors and the Chief Executive Officer are not members of the Committee.

Planned changes after the General Meeting of 24 April 2026

On the recommendation of the Nominations and Governance Committee, the Board of Directors appointed Anna Lenz as a member of the Audit Committee, effective as of the close of the General Meeting to be held on 24 April 2026(2).

Planned changes after the General Meeting of 24 April 2026
Composition as of 24 April 2026 Independence 67% Date of appointment to the Committee
Jacques Ripoll (Chairman)

Jacques Ripoll (Chairman)

Independence 67%

Jacques Ripoll (Chairman)

Date of appointment to the Committee

2024

Fabienne Dulac

Fabienne Dulac

Independence 67%

Fabienne Dulac

Date of appointment to the Committee

2019

Anna Lenz

Anna Lenz

Independence 67%

 

Anna Lenz

Date of appointment to the Committee

2026

Alexandre Ricard

Alexandre Ricard

Independence 67%

Alexandre Ricard

Date of appointment to the Committee

2025

Isabelle Seillier

Isabelle Seillier

Independence 67%

Isabelle Seillier

Date of appointment to the Committee

2025

Téthys, represented by Alexandre Benais

Téthys, represented by Alexandre Benais

Independence 67%

 

Téthys, represented by Alexandre Benais

Date of appointment to the Committee

2025

Benny de Vlieger * Benny de Vlieger *

Independence 67%

 

Benny de Vlieger *

Date of appointment to the Committee

2023

2025 main activities
Monitoring the process for preparation of financial information
  • Review of annual and interim results, including press releases and the balance sheet;
  • Analysis of operating profit by Division and Region;
  • Monitoring the business plan for major acquisitions, goodwill and impairment;
  • Review of the Statutory Auditors' Reports on the parent company and consolidated financial statements (including the key points of the audit);
  • Review of the Statutory Auditors' 2025 audit plan and the results of the audits carried out, their recommendations and the follow-up actions taken, as part of the statutory audit of the accounts; and
  • Approval of non-audit services.
Selection of Statutory Auditors and Sustainability Auditors

Defining the selection process prior to the 2028 General Meeting.

Internal Control, risks and compliance
  • Review of the internal control systems implemented;
  • Summary of the Internal Control reviews (financial and sustainability) carried out in 2025 by the Statutory Auditors;
  • Monitoring the Internal Audit activities performed in 2025 and the 2026 Audit Plan (including CSR objectives and cybersecurity);
  • Update of the Group’s risk map and the risk factors (including ESG risks) described in the Universal Registration Document;
  • Review of legal risks and potential litigation and major events that could have a significant impact on L'Oréal's financial position and its assets and liabilities;
  • Cybersecurity update: main issues and cybersecurity risk prevention programmes;
  • Review of L’Oréal’s Compliance processes (in particular the Vigilance Plan and the corruption prevention plan);
  • Group insurance policy and strategy;
  • Update on the Group's employee benefit obligations;
  • Update on the reputation risk management system;
  • Examination of controversial substances;
  • Presentation of the Finance Department’s shared service centres; and
  • Presentation of the IT transformation project aimed at setting up a Group-wide SAP solution.