The Directors oversee the Group’s economic and financial management and contribute to defining its strategy, taking into account social and environmental issues. They examine and approve the main lines of action adopted by the General Management, which implements them.
Within this context, the Board of Directors seeks on an ongoing basis to adopt a modus operandi which, while strictly complying with French law, assures the conditions of good corporate governance.
The work of the Board of Directors is based on Internal Rules, regularly updated, and designed to supplement the legal, regulatory and statutory rules and the market recommendations to which the Board of Directors refers. The Internal Rules are made public in full in this document and published on L’Oréal’s website.
The Internal Rules address both the formal aspects of the Board of Directors’ remits and the rights and obligations of the Directors (knowledge of and compliance with regulations, recommendations and obligations, respect of the Company’s interest, obligations of diligence and provision of information, reserve and confidentiality, responsibility with regard to stock market ethics, etc.).
They are updated by the Board of Directors in order to take account of the changes in the laws and regulations, best corporate governance practices and its own modus operandi, particularly within the scope of the annual evaluation of its work. The latest updates to the Internal Rules were made on 20 April 2021 and 9 February 2022. These updates provide the option for Directors to be consulted in writing under the conditions set out in the regulations, following the approval(100% of the votes cast) by the Annual General Meeting of20 April 2021 of the amendment to Article 9 of the Articles of Association, and change the minimum number of shares that Directors are required to own.
The composition of L’Oréal’s Board of Directors, the rules it applies to its work, its modus operandi, and the work that it has carried out in the year, evaluated on an annual basis by the Directors, as well as the decisions made, are described in sections 2.2. and 2.3. of this document.
The Board of Directors wishes to point out that it carries out its work above all on a collegial basis, in accordance with ethical principles and in compliance with regulations and market recommendations.
The Board’s debates and decisions are assisted by the work performed by its Committees, which report to the Board after each of their meetings. The Board of Directors ensures that all of the topics within its remit are thoroughly investigated by the Committees in charge of those issues. Details on the activity of these Committees appear in section 2.3.3. “Activities of the Board Committees” of this document.
Every year, the L’Oréal Board of Directors determines L’Oréal’s strategic directions, which integrate the challenges of climate change and, more generally, the issues of sustainable development, as well as the Group’s sense of purpose (raison d’être) to “Create the Beauty that moves the world”. The Board ensures these strategic directions are implemented, in accordance with its corporate interest, taking the social and environmental challenges of its business activity into consideration.
Each of the four Consultative Committees set up by the Board of Directors to work on topics falling within their field of expertise is involved in determining and monitoring the non‑financial strategy.
