2021 UNIVERSAL REGISTRATION DOCUMENT

2. Corporate Governance

SELECTING NEW DIRECTORS

The procedure for selecting new Directors is described in Article 5.3.1. of the Internal Rules of the Board of Directors, which is reproduced in full in section 2.3.5. of this document. In 2021, this procedure was applied to the recruitment of Mr Alexandre Ricard.

The Board also believes that the participation of the Chief Executive Officer, Mr Nicolas Hieronimus, as a Director in the Board’s discussions is essential.

Selection process for new independent Directors appointed by the Annual General Meeting
Profile Applications Selection Appointment

Profile

Definition of the profile sought by the Nominations and Governance Committee (NGC) in terms of:

  • the skills and experience sought to complement that of the existing Directors;
  • the professional and personal qualities sought; and
  • gender equality.

Applications
  • Selection of a recruitment firm.
  • Discussions and review within the NGC.
  • Establishment of a list of candidates to be submitted to members of the NGC.

Selection
  • Discussion of the proposed profiles: match with the identified needs, checking with rules of the AFEP-MEDEF code (number of directorships held simultaneously, independence).
  • Individual meetings with the Chairman of the Board and each member of the NGC.
  • Discussion at the Committee meeting with a view to submitting a recommendation to the Board.

Appointment
  • Approval by the Board of the draft resolution relating to the appointment of a new Director at the Annual General Meeting.
2.2.1.3. Two Directors representing the employees since July 2014

Two Directors representing the employees are members of the Board of Directors.

Their experience as employees gives these two Directors an in-depth understanding of the business and the risks it faces, meaning they can enhance Board discussions in the interests of sustainable and long-term governance.

Ms Ana Sofia Amaral was appointed by the Instance Européenne de Dialogue Social/European Works Council (IEDS/EWC). She holds the duties of Scientific and Technical Affairs Director for L’Oréal Portugal. Ms Ana Sofia Amaral has been a member of the Human Resources and Remuneration Committee since 2015.

Mr Georges Liarokapis was appointed by the CFE-CGC, the most representative trade union in L’Oréal for France. He holds the duties of Coordinator of Corporate Sustainable Responsibility for L’Oréal Western Europe. Mr Georges Liarokapis has been a member of the Audit Committee since 2015.

Both were appointed in 2014 and again in 2018 for a second four-year term. Their term of office expires at the end of the Annual General Meeting of 21 April 2022.

The relevant bodies have appointed two new directors representing employees:

Mr Thierry Hamel has been appointed by the CFE-CGC union. He is a Sales Regional Manager for the Professional Products Division in France.

Mr Benny de Vlieger has been appointed by the Instance Européenne de Dialogue Social/European Works Council (IEDS/EWC). He is a Sales Representative for the Consumer Products Division in Belgium.

Their four-year term of office begins at the end of the Annual General Meeting of 21 April 2022.

As soon as they take up their office, the Directors representing employees will, just like all L’Oréal Directors, receive support in the form of dedicated meetings with, in particular, the Chairman of the Board, the Chief Executive Officer, the Chairwoman of the Nominations and Governance Committee and the Secretary of the Board of Directors.

Directors representing L’Oréal employees are also offered a personalised programme so they can supplement their knowledge of the business, understand the new requirements of serving as a Director and make preparations to join one of the Board’s special committees.

Throughout their term of office, the Directors representing employees are entitled to receive appropriate training on carrying out their functions. The Board of Directors has adopted a personalised approach to this training entitlement. Every year, each Director representing employees helps to identify their requirements and build a training plan that is approved by the Board in December on the recommendation of the Nominations and Governance Committee.

Directors representing employees are remunerated for their position according to the same distribution rules as other Directors. The components of their remuneration as employees are not published.