2.3.4 Involvement of the Board and its Committees in sustainability issues
Main tasks
Strategy and Sustainability Committee
- Reviews the Group’s strategic orientations, including multi-year strategic orientations in terms of social and environmental responsibility.
- Reviews strategic projects and their economic, financial, societal and environmental impacts.
- Reviews the sustainable development commitments and regularly reviews CSR issues.
2025 main activities
- Review of the Group’s strategic development prospects
- Systematic review at each meeting of the latest initiatives of the L'Oréal for the Future programme, presented by the Chief Corporate Responsibility Officer:
- Update on the L’Oréal forthe Future programme
- Review of the decarbonisation trajectory
- Review of the Group's resilience to water challenges
- Monitoring of the innovation accelerator programme
Audit Committee
- Carries out the process for preparation of non-financial information and, where applicable, makes recommendations to guarantee the integrity thereof.
- Monitors the efficiency of the internal control and risk management systems.
- Monitors the certification of sustainability information by the Statutory Auditors.
2025 main activities
- Review of sustainability reporting regulations: CSRD
- Review of internal control systems, including sustainability
- Monitoring Internal Audit activities, including CSR and cybersecurity commitments
- Risk mapping
- Review of compliance (Vigilance Plan and Corruption Prevention)
- Sustainability Auditors' Report
- 2025 sustainability reporting strategy and 2026 regulatory changes, review of standards and market practices
- Omnibus initiatives
Nominations and Governance Committee
- Oversees governance issues related to the operating methods and organisation of the Board, particularly the Board’s diversity policy.
- Reviews and proposes candidates for appointment as Directors to the Board under the diversity policy applied to the Board of Directors and evaluates candidates’ knowledge and expertise in terms of the Board’s needs.
2025 main activities
- Reflection on the composition of the Board (diversity, complementary profiles, expertise, gender balance, overboarding, etc.) and update of the skills matrix for Directors
- Specific review of CSR expertise as part of updating the skills matrix for Directors
- 2025 Values Committee: 2025 activity report
- Review of investor and proxy advisor expectations
- Report on 2025 Annual General Meetings including "Say on Climate"
Human and Resources Remuneration Committee
- Makes proposals on the remuneration of corporate officers, including the non-financial targets for variable remuneration.
- Reviews the Human Relations policy and the rules of ethical conduct.
2025 main activities
- Analysis of the Chief Executive Officer's financial and non-financial performance
- Preparation of the 2025 ACAs Plan, including CSR (15%) and HR (5%) criteria
- Review of the Human Resources policy; including remuneration policy; skills-based Learning policy; Diversity, Equity and Inclusion policy and diversity policy within management bodies
- Review of pay gap ratios
- Review of the proposedsixth worldwide employee share ownership plan
- Review of investor and proxy advisor expectations
Board of Directors
Defines the strategic orientations, factors social and environmental issues into its decisions, reviews the Group’s CSR policy every year and receives a report from each S&S Committee meeting on the L’Oréal for the Future programme.
2025 main activities
- Systematic reporting on the work carried out by the four Committees
- Updating of the strategic orientations, taking social and environmental challenges into consideration
- Review of the status of the L’Oréal for the Future sustainability programme by the Chief Corporate Social Responsibility Officer
- Presentation of the members of the Executive Committee, systematically taking into account the CSR challenges facing their business: Human Resources, Luxe Division, China, United States, adjacent territories and R&I including work on longevity
- Update on Ethics