| COMPOSITION OF THE BOARD |
General assessment
- Diversity in terms of gender, age, profile and experience. The Directors consider that the breadth and depth of the Board's discussions are the result of its diverse composition.
- Appropriate size in relation to quality of work, discussions and decision-making. Although the Directors acknowledge that the Board is large, they do not view this as an issue because it has a strong, well-balanced and collaborative composition.
- Appropriate number of independent Directors (53%), given their profile, considerable freedom of expression and the ownership structure.
- Required expertise well represented in terms of the Board's requirements (see section 2.2.1.2), particularly experience of General Management of large international companies.
- The fact that most of the Directors have international experience is seen as a key contributor to the Board's diversity beyond just taking into account nationality.
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Areas for improvement/Action to be taken/Issues to be addressed When future Directors are recruited, this level and diversity of skills and international experience should be maintained/ increased. |
| OPERATING PROCEDURES OF THE BOARD OF DIRECTORS |
General assessment
- Operating procedures enabling the Board to fully carry out its duties, in particular drawing up and monitoring the implementation of strategic priorities. The procedures have been further enhanced thanks to continuous improvement measures and the input of new skills.
- Very good level of involvement; active, committed Directors who express themselves very freely.
- Agendas well suited to the challenges facing the Company and the Board’s remit; adaptable throughout the year; collaborative Board work appreciated by the Directors.
- Sufficient frequency and length of meetings, with very positive views on the extra meeting added in 2025.
- Time set aside for discussion entirely satisfactory.
- Confidentiality of discussions well respected.
- Proper application of the rules relating to conflicts of interest.
- Organisation and logistics of meetings highly satisfactory.
- Non-Board events helping to strengthen the collective.
- Digital platform well used.
- The induction process for new Directors is considered to be thorough and essential for enabling them to take up office quickly, although it does require a high level of commitment from the new Board members.
- 2025 areas identified for improvement addressed.
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Areas for improvement/Action to be taken/Issues to be addressed It was suggested that the Board continue to hold off-site meetings. |
| INFORMATION PROVIDED BY THE BOARD |
General assessment
- Information "at the right level" for effective participation in the work of the Board.
- Topics covered in 2025 very comprehensive and well aligned with the issues facing the company.
- Document delivery times improving and generally satisfactory.
- Presentations by managers concise and sufficiently analytical to give a clear understanding of the issues at stake.
- Adequate information provided on acquisition projects.
- Good information on market trends and the competitive environment.
- Adequate information on key strategic issues, including CSR issues.
- Useful and sufficient information provided between Board meetings.
- Based on the Directors’ open-mindedness and keenness to learn, and the many training courses they have already followed, training is viewed as a key opportunity for strategic reflection and discussion tailored to L'Oréal's challenges and unique characteristics.
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Areas for improvement/Action to be taken/Issues to be addressed
- It could be useful for the Directors to be given in-depth documentary resources on topics falling within the Board's remit to help them review in detail key points specific to L'Oréal.
- It was suggested that a Strategic Seminar be organised on AI.
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| THE BOARD AND STRATEGY |
General assessment
- Good anticipation of medium- and long-term planning.
- Holding a Strategic Seminar at least once a year viewed as very useful, with all the Directors very positive about the one held in India.
- Acquisition projects well presented and discussed, in line with the strategy.
- Good analysis of the main risks.
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Areas for improvement/Action to be taken/Issues to be addressed Inclusion of the proposed topics to be addressed for 2026 and during the next Strategic Seminar (see above). |
| BOARD COMMITTEES |
General assessment
- Strategy and Sustainability Committee: high level of satisfaction with the quality of discussions about sustainability and the importance attached to sustainability-related topics.
- Audit Committee: very satisfactory performance, with a lot of discussion and in-depth work, particularly on CSR issues.
- Human Resources and Remuneration Committee: meetings well prepared, enabling in-depth discussions; work well planned ahead of meetings.
- Nominations and Governance Committee: very good planning in the selection of new Directors.
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Areas for improvement/Action to be taken/Issues to be addressed Continued focus on cross-cutting sustainability issues. |
