2021 UNIVERSAL REGISTRATION DOCUMENT

2. Corporate Governance

DUTIES OF THE CHAIRMAN:

The internal rules of the Board of Directors stipulate that:

“The Chairman of the Board of Directors organises and oversees the Board’s work and reports there on to the Annual General Meeting.

The Chairman sets the dates and the agenda for Board meetings and leads the discussions.

The Chairman is actively involved in defining the Company’s growth strategy and encourages and strengthens, inter alia, links between the Company and the main market players.

The Chairman oversees the work of the Company’s bodies responsible for corporate governance and ensures, in particular, that the Directors are able to perform their duties. He may ask for the communication of any document or information that is likely to assist the Board of Directors in preparing for its meetings.

The Chairman of the Board must use his best efforts to promote the values and image of the Company at all times. He expresses his views in that capacity.

He is provided with the material resources required to perform his duties.

The Chairman of the Board takes care to develop and maintain a trustful and regular relationship between the Board and the General Management, in order to guarantee continuous, ongoing implementation by the General Management of the strategies defined by the Board.”

Taking into consideration the experience and expertise of Mr Agon as well as his in-depth knowledge of the Group and the beauty market, the Board of Directors decided to expand the duties entrusted to the Chairman. In all these specific missions, the Chairman acts in close collaboration with the Chief Executive Officer who solely directs and manages the Company’s operations.

Mr Jean-Paul Agon, as Chairman of the Board of Directors, will provide his assistance and advice to the Chief Executive Officer, particularly in the implementation of the strategic orientations of the Company defined by the Board of Directors.

He will be informed and consulted by the Chief Executive Officer on all significant issues and events, such as: proposed acquisitions or disposals, major financial transactions, financial communication, the guidelines of the Human Resources policy and appointments of the Group’s principal executives, Ethics and issues of Corporate Social Responsibility.

He will monitor, in collaboration with the Chief Executive Officer, certain equity interests, including L’Oréal’s stake in Sanofi.

In collaboration with the Chief Executive Officer, he may represent the Group in its high-level relations, both nationally and internationally, including public authorities, and L’Oréal’s strategic partners and stakeholders.

He will ensure respect for L’Oréal’s values and culture.

He will be able to hear the Statutory Auditors for the preparations of the work of the Board of Directors and the Audit Committee.

He will chair and lead the Strategy and Sustainability Committee.

Mr Jean-Paul Agon will meet with the members of the Board of Directors outside the presence of the Directors belonging or reporting to General Management. These meetings are, in particular, an opportunity to discuss the performance and remuneration of executive corporate officers.

He will report to the Board of Directors on the performance of his mission.

The Board of Directors believes that this new organisation, proposed as from May 2021,will guarantee the sustainability of the performance, values and commitments of the Group, as well as the quality of its governance.

Breakdown of the components of remuneration attributable to Mr Jean-Paul Agon, Chairman of the Board of Directors for the 2022 financial year:
  Amount Description
Fixed remuneration Fixed remunerationAmount

€1,600,000

Fixed remunerationDescription

At its meeting of 9 February 2022, on the recommendation of the Human Resources and Remuneration Committee, the Board of Directors is proposing to the Annual General Meeting of 21 April 2022 that Mr Jean-Paul Agon’s fixed remuneration be maintained at the gross annual amount of €1,600,000.

Benefits in addition to remuneration Benefits in addition to remunerationAmount

 

Benefits in addition to remunerationDescription
  • Benefits in kind

Mr Jean-Paul Agon will benefit from the material resources needed for the performance of his office such as, for example, the provision of a car with a driver. These arrangements, which are strictly limited to professional use, to the exclusion of all private use, are not benefits in kind.

  • Additional social protection schemes

The Chairman of the Board will benefit from the same employee benefit scheme as the senior managers of the Company.