2021 UNIVERSAL REGISTRATION DOCUMENT

2. Corporate Governance

2.2.1.4. Independent Directors
All the Directors of L’Oréal have freedom of judgement

The balance of powers on the Board is ensured through a very precise definition and sharing of the tasks to be carried out by everyone.

All the Directors receive information on an ongoing basis and have suitable means for the performance of their duties. They all have a duty of vigilance and participate, in total independence, in the decisions and work of the Board and, where applicable, its Committees.

They are all required to comply with the rules in force with regard to conflicts of interest.

The Directors who qualify as independent under the criteria defined by the AFEP-MEDEF Code

A member of the Board is considered independent when he/ she does not maintain any relationship of any kind with the Company, its Group or its Management which could interfere with his/her freedom of judgement.

With this in mind, the criteria that guide the Board in determining whether a member can qualify as independent are the following criteria specified by the AFEP-MEDEF Code:

  • the member must not be an employee or executive corporate officer of the Company, an employee or executive corporate officer or Director of a company that is consolidated by the Company, or an employee or executive corporate officer or Director of its parent company or of a company consolidated by that parent company and must not have held any of these positions during the previous five years;
  • the member must not be an executive corporate officer of a company in which the Company directly or indirectly holds the office of Director or in which an employee designated as such or an executive corporate officer of the Company (either currently or having performed such duties within the last five years) holds an office as Director;
  • the member must not be a customer, supplier, investment banker, financial banker, or advisor significant to the Company or its Group, or for whom the Company or its Group represents a significant proportion of business;
  • the member must not have any close family ties to a director or corporate officer;
  • the member must not have been the Company’s Statutory Auditor over the previous five years; and
  • the member must not have been a Director of the Company for more than twelve years.

At its meeting on 9 February 2022, the Board of Directors examined, on a case-by-case basis, the situation of each of the members concerned in light of the independence criteria provided for in the AFEP-MEDEF Code.

  Not an employee or executive corporate officer No cross-directorships No significant business relationships No family links Not a Statutory Auditor Not a Director for more than 12 years Classification adopted
Ms Sophie Bellon yes yes yes yes yes yes Independent
Mr Patrice Caine yes yes yes yes yes yes Independent
Ms Fabienne Dulac yes yes yes yes yes yes Independent
Ms Belén Garijo yes yes yes yes yes yes Independent
Ms Ilham Kadri yes yes yes yes yes yes Independent
Ms Virginie Morgon yes yes yes yes yes yes Independent
Mr Alexandre Ricard yes yes yes yes yes yes Independent

Based on the work carried out by the Nominations and Governance Committee, the Board of Directors analysed on 9 February 2022, as it does every year, the financial flows that took place during financial year 2021 between L’Oréal and companies in which the Directors who qualify as independent also hold an office or position. As to the significance of the business relationship, and in keeping with French Financial Markets Authority - AMF recommendations, the Board of Directors carried out a quantitative and qualitative analysis, adopting a wide multi-criteria approach (duration and continuity, importance of the business relationship for L’Oréal and the Director, and organisation of the relationship). Following this analysis, the Board concluded there was no significant business relationships.

In summary, on 31 December 2021, 7 members of the Board of Directors out of 14 (excluding the Directors representing the employees) qualify as independent (i.e. 50% of the Board of Directors):

  • Ms Sophie Bellon;
  • Mr Patrice Caine;
  • Ms Fabienne Dulac;
  • Ms Belén Garijo;
  • Ms Ilham Kadri;
  • Ms Virginie Morgon; and
  • Mr Alexandre Ricard.

It is specified that the following are not considered to be independent: Mr Jean-Paul Agon (former executive corporate officer for less than five years and Director since 2006); Mr Nicolas Hieronimus (executive corporate officer);Ms Françoise Bettencourt Meyers, Mr Jean-Victor Meyers and Mr Nicolas Meyers (Bettencourt Meyers family holding 33.30% of the share capital(1)); Mr Paul Bulcke and Ms Béatrice Guillaume-Grabisch (Nestlé holding 19.30% of the share capital(1)).

(1) At 31 December 2021.