2021 UNIVERSAL REGISTRATION DOCUMENT

2. Corporate Governance

Changes in 2022
Renewal of the term of office of three Directors: Mr Jean-Paul Agon, Mr Patrice Caine and Ms Belén Garijo
  • Renewal of the term of office of Mr Jean-Paul Agon as Director

As the term of office of Mr Jean-Paul Agon as Director is set to expire, the renewal of his term for four years is submitted to the Annual General Meeting.

Mr Jean-Paul Agon joined the L’Oréal Group in 1978 and has been a Director since 2006. He was Chairman and Chief Executive Officer of L’Oréal from 2011 until the end of April 2021. The Board of Directors appointed Mr Jean-Paul Agon as Chairman of the Board as of 1 May 2021.

Mr Jean-Paul Agon is also Chairman of the L’Oréal Foundation. The Board of Directors will be able to count on his commitment, experience and skills, as well as his expertise in matters of governance, to meet the growing expectations of stakeholders. Mr Jean-Paul Agon has been committed to the success and reputation of the company for over 43 years. His in-depth knowledge of the company, its environment and the beauty market represent a major asset for the Board in their discussions and decisions relating to the definition of L’Oréal’s strategy and the monitoring the implementation thereof. Mr Agon is also deeply committed to the values of L’Oréal and the embedding of its culture.

Over the four years of his tenure as Director, Mr Jean-Paul Agon’s attendance at meetings of the Board of Directors has been 100%; at the Strategy and Sustainability Committee, which he chairs, it has been 100%.

  • Renewal of the term of office of Mr Patrice Caine as Director

As the term of office of Mr Patrice Caine as Director is set to expire, the renewal of his term of office for four years is submitted to the Annual General Meeting.

Mr Patrice Caine has been Chairman and Chief Executive Officer of the Thales Group since 2014.

Mr Patrice Caine is an independent Director who is deeply involved in the work of the Committees and discussions of the Board. Of particular note was his active participation in the succession planning for General Management in 2020 and 2021, as part of the Nominations and Governance Committee.

The Board benefits from Mr Caine’s expertise in the area of governance, his experience as an executive in a leading international company, his strategic vision, his industrial expertise, as well as an in-depth knowledge of new technologies and cyber security.

Over the four years of his term as Director, his attendance was 90% for Board meetings (and 100% over the last three years) and 92% for meetings of the Nominations and Governance Committee (100% over the last three years). Mr Caine joined the Strategy and Sustainability Committee in June 2020. Since that date, he has participated in all meetings except one in 2020 (100% attendance in 2021).

  • Renewal of the term of office of Ms Belén Garijo as Director

As the term of office of Ms Belén Garijo as Director is set to expire, the renewal of her term of office for four years is submitted to the Annual General Meeting.

Ms Belén Garijo, of Spanish nationality, has been Chairwoman of the Management Board and Chief Executive Officer of the Merck group, a German science and technology group since 1 May 2021. She previously served as Chief Executive Officer of Merck Healthcare, an entity pooling all the pharmaceutical activities held by the Merck group.

Belén Garijo assumes her office as independent director with great commitment and great freedom of judgement. The Board benefits from her experience as a director of a large international group. Her scientific skills and expertise in research and innovation acquired during a career in the pharmaceutical industry represent valuable assets for the Board.

Over the four years of her term as Director, her attendance rate has been 97% for meetings of the Board of Directors and 86% for meetings of the Human Resources and Remuneration Committee.

If the Meeting approves the resolutions concerning the three proposed renewals of term of office, then the composition of the Board of Directors will remain unchanged. The Board of Directors will then be composed of 16 members: 14 Directors elected by the Meeting and two directors representing the employees.

The balances of independence and gender will remain unchanged:

  • 7 independent Directors out of 14 Directors elected by the Annual General Meeting, i.e. 50%; and
  • 7 women and 7 men out of 14 Directors elected by the General Meeting, i.e. a parity of 50%.