The table set out below, presented in the form recommended by the French Financial Markets Authority (AMF), clearly shows that there are no concurrent benefits under the suspended employment contract and the corporate office.
It is also stated that the AMF considers that a company complies with the AFEP-MEDEF Code when it explains the maintenance of the employment contract of a senior manager as an employee in the Company and his personal situation and provides detailed substantiation in this respect(1).
| Employment contract | Supplementary pension scheme(3) | Indemnities or benefits due or which may become due as a result of termination or change of duties(4) | Indemnities relating to a non-compete clause(5) | |||||
|---|---|---|---|---|---|---|---|---|
| Yes | No | Yes | No | Yes | No | Yes | No | |
| Mr Jean-Paul Agon(1) Chairman and Chief Executive Officer (until 30 April 2021) | X | X | X | X | ||||
|
Chairman of the Board (from 1 May 2021) |
X | X | X | X | ||||
| Mr Nicolas Hieronimus(2) Chief Executive Officer (from 1 May 2021) | X | X | X | X | ||||
(1) Mr Jean-Paul Agon’s employment contract was suspended throughout the entire length of his executive corporate office. Mr Jean-Paul Agon has been a Director since 25 April 2006, the date on which he was appointed Chief Executive Officer. His term of office was renewed at the Annual General Meeting on 27 April 2010. Mr Jean‑Paul Agon was appointed Chairman and Chief Executive Officer on 18 March 2011. His term of office was renewed on 17 April 2014, and on 17 April 2018 for a four-year period. Mr Jean-Paul Agon asserted his retirement rights on 1 May 2021; his employment contract was terminated on that date.
(2) Mr Nicolas Hieronimus has been a Director since 20 April 2021, and has served as Chief Executive Officer since 1 May 2021. Mr Nicolas Hieronimus’ employment contract is suspended for the entire length of his executive corporate office. This suspension was approved by the Annual General Meeting on 20 April 2021.
(3) Pursuant to his employment contract, Mr Jean-Paul Agon is entitled to benefit from the “Garantie de Retraite des Membres du Comité de Conjoncture” (Pension Cover of the Members of the Comité de Conjoncture) scheme as described in chapter 4 of this document. Mr Nicolas Hieronimus is part of the “Retirement Income Guarantee for former senior managers” scheme, also described in chapter 4. These defined benefit pension schemes make the granting of entitlement to benefits conditional on the completion of the beneficiary’s career in the company; their financing by L’Oréal cannot be conducted on an individual basis per employee.
(4) No indemnity is due for termination of the corporate office. Under the employment contract, pursuant to the schedule of indemnities of the National Collective Bargaining Agreement for the Chemicals Industry, in the event of dismissal, except in the event of gross misconduct or gross negligence, the dismissal indemnity could not be greater than 20 months’ of the remuneration under the employment contract (see section 2.4.3.4. “Application of the related-party agreements scheme” of this document on the accumulated amount of the contractual indemnity and the indemnity due in consideration of the non-compete clause).
(5) In respect of the employment contract, pursuant to the provisions of the National Collective Bargaining Agreement for the Chemical Industries, in the event of termination of the employment contract (excluding voluntary or compulsory retirement), the indemnity due in consideration of the non-compete clause would be payable every month for two years on the basis of two thirds of the monthly fixed remuneration related to the employment contract unless the executive corporate officer were to be released from application of the clause (see section 2.4.3.4. on the accumulated amount of the convention indemnity and the indemnity due in consideration of the non-compete clause).
| 2021 | 2020 | |||
|---|---|---|---|---|
| In € | Amounts allocated | Amounts paid | Amounts allocated | Amounts paid |
| Fixed remuneration | 733,333 | 733,333 | 2,200,000 | 2,200,000 |
| Annual variable remuneration(1) | 730,400 | 859,831(2) | 859,831 (2) | 2 168 831 |
| Exceptional remuneration | - | - | - | - |
| Remuneration for term of office as Director | - | - | - | - |
| Benefits in kind | - | - | - | - |
| TOTAL | 1,463,733 | 1,593,164 | 3,059,831 | 4 368 831 |
(1) The variable remuneration due for year N is paid in N+1. The variable remuneration for 2021 was calculated on a proportional basis and will be paid subject to the approval of Resolution 10 by the Annual General Meeting on 21 April 2022.
(2) It should be noted that the Board, meeting on 12 May 2020, agreed to Mr Jean-Paul Agon’s wish, given the exceptional context of the Covid-19 crisis and in a spirit of solidarity, to waive for 2020 any remuneration on the financial targets of his annual variable remuneration and any grant of performance shares. The maximum target amount for the annual variable remuneration of Mr Jean-Paul Agon was, therefore, reduced from €2,200,000 to a gross amount of €880,000.
| In € | 2021 | 2020 |
|---|---|---|
| Remuneration due in respect of the financial year |
Remuneration due in respect of the financial year 20211,463,733 |
Remuneration due in respect of the financial year 20203,059,831 |
| Value of performance shares granted during the financial year |
Value of performance shares granted during the financial year 20210 |
Value of performance shares granted during the financial year 20200(1) |
| TOTAL | TOTAL20211,463,733 | TOTAL20203,059,831 |
(1) It should be noted that the Board, meeting on 12 May 2020, agreed to Mr Jean-Paul Agon’s wish, given the exceptional context of the Covid-19 crisis and in a spirit of solidarity, to waive for 2020 any remuneration on the financial targets of his annual variable remuneration and any grant of performance shares. The maximum target amount for the annual variable remuneration of Mr Jean-Paul Agon was, therefore, reduced from €2,200,000 to a gross amount of €880,000.
(1) AMF, Recommendation no. 2012-02, last updated on 5 January 2022.
