2025 Universal Registration Document

2. Corporate governance

2.3.5 Board of Directors' self-assessment

ORGANISATION OF THE ANNUAL ASSESSMENT ON THE BOARD'S OPERATION

  • June 2025

    • Validation of the assessment procedure by the Board of Directors for 2025: assessment formalised with an external consultant.

  • July 2025

    • Selection of an independent consulting firm.
    • Review of the assessment questionnaire with Spencer Stuart.

  • September 2025

    • Validation of updated preliminary questionnaire.

  • October-November 2025

    • Preliminary questionnaire sent to the Directors.
    • Individual interviews (Directors/Board Secretary).
    • Quantitative results and qualitative comments from directors analysed taking into account best practices and general observations from Spencer Stuart.

  • December 2025

    • NGC
      • Detailed report on the assessments.
    • Board of Directors
      • Summary of the assessments.
      • Review of 2025.
      • Discussions and wishes for 2026.

  • March 2026

    • Publication of the assessment summary in the 2025 Universal Registration Document.
  • Annual procedure for the formal evaluation of the Board, carried out within the framework of the AFEP-MEDEF Code which is used as the corporate governance code of reference, and of market recommendations such as those issued by the AMF.
  • Principal objectives:
    • ensure that the agendas for Board meetings cover the full scope of the Board's remit, that important issues have been appropriately prepared and discussed and evaluate each member's contribution to the work of the Board;
    • measure the extent to which the skills matrix and the composition of the Board are commensurate with the Group's current and future challenges;
    • make suggestions for improvements; and
    • put forward proposals on the strategic issues to be addressed next year, including those to be debated at the Strategic Seminar.
  • Format and procedure:
    • in 2025, on the recommendation of the Nominations and Governance Committee, the Board decided to commission an independent consulting firm - Spencer Stuart - to assist it with the assessment process. Spencer Stuart therefore reviewed the assessment questionnaire, incorporating some of the questions from the Interview Guide and making sure that the questions raised fully covered all the issues that needed to be addressed;
    • individual meetings were held between the Directors and the Board Secretary in October and November 2025;
    • the results of the questionnaire and the qualitative comments raised were analysed taking into account Spencer Stuart’s general observations and best governance practices.
    • feedback on responses and interviews was given at the Nominations and Governance Committee meeting of 4 December 2025 and then at the Board of Directors meeting of 5 December 2025, which was followed by discussions between Directors and on 2026 priorities. If necessary, the Chairman may meet Directors individually.
  • Key themes of the evaluation:
    • composition of the Board, its organisation and its operation;
    • the quality and relevance of the information provided;
    • the Board's involvement in defining L'Oréal's strategy;
    • the work and composition of the Committees; and
    • key governance topics.
  • Individual self-assessment of each Director's contributionto the Board and its Committees on the following subjects:
    • time spent preparing for Board and Committee meetings;
    • attention paid to rereading meeting minutes;
    • attention paid to implementing Board decisions;
    • specific skills used by the Board; and
    • areas where training would be useful.