In 2021, the Board of Directors met 8 times.
The work and agendas were prepared so as to cover all of the subjects within the Board’s remit and to meet the expectations expressed by the Directors in the annual evaluation of the modus operandi of the Board.
The Board of Directors is consistently informed of the work of the various Committees by each Chairman and bases its decisions on their recommendations.
In 2021, the Board’s activity was mainly focused on the following areas:
In 2021, the Board of Directors deliberated on its composition, taking diversity into consideration in terms of gender, skills, and expertise (see section 2.2.1.2. “Diversity policy applied to the Board of Directors: experienced Directors who complement one another” of this document).
At the Annual General Meeting of 20 April 2021, the renewal of the term of office of three Directors were proposed, namely: Françoise Bettencourt Meyers, Vice-Chairwoman of the Board of Directors, Chairwoman of the family holding company Téthys; Mr Paul Bulcke, Vice-Chairman of the Board of Directors, Chairman of the Board of Directors of Nestlé and Ms Virginie Morgon, independent Director, Chairwoman of the Management Committee of Eurazeo.
At the Annual General Meeting of 20 April 2021, the Board of Directors also proposed the appointment of Alexandre Ricard, Chairman and Chief Executive Officer of Pernod Ricard, as an independent Director and Nicolas Hieronimus as a Director, considering that the participation of the future Chief Executive Officer in Board meetings was essential to ensure the quality of the Board’s discussions.
The composition of the Committees was reviewed and, on the recommendation of the Nominations and Governance Committee, Nicolas Meyers joined the Audit Committee, replacing Mr Jean-Victor Meyers.
In addition, the Board welcomed the fact that L’Oréal had been awarded the Grand Prix du Gouvernement d’Entreprise [Grand Prix Award for exemplary corporate governance] in 2021 by French business and finance magazine L’AGEFI based on an independent evaluation of the corporate governance of all CAC 40 and SBF 120 companies(1).
Due to the Covid-19 related health crisis, on 11 February 2021 the Board decided to invite shareholders to attend the Annual General Meeting to be held on 20 April 2021 behind closed doors, in accordance with the French Order of 25 March 2020 as amended by the French Order of 2 December 2020.
The Board was kept informed of the conditions for organising the Annual General Meeting behind closed doors, including its live broadcast and, since the meeting was being held without the physical presence of shareholders, the ability for shareholders to send questions between 17 and 19 April using an email address supplied by L’Oréal or by phone during the Annual General Meeting (see also section 7.1.11.“Annual General Meeting” of this document).
The Board approved the agenda and draft resolutions to be submitted to the vote of the Annual General Meeting.
On 14 October 2020, following recommendations from the Nominations and Governance Committee, the Board announced its intention to separate the functions of Chairman and Chief Executive Officer, to renew Mr Jean-Paul Agon’s mandate as Chairman, and to appoint Mr Nicolas Hieronimus as Chief Executive Officer.
These changes took effect on 1 May 2021 by decision of the Board of Directors at the close of the Company’s Annual General Meeting of Shareholders of 20 April 2021. The Meeting was notably convened in order to appoint Mr Nicolas Hieronimus as a Director and to approve the remuneration policy corresponding to this reorganisation.
The Board believes that this structure will ensure the sustainability of the Group’s performance, values and commitments, as well as the quality of its governance.
As is the case every year, the Board made a full evaluation of its modus operandi and its organisation. This was discussed as an agenda item at its meeting of 7 December 2021. This evaluation led to proposals for improvements and made it possible to define the strategic topics on which the Board particularly wished to focus its reflections (see section 2.3.4. “Self-evaluation by the Board of Directors” of this document).
One executive session in which the Directors meet in the absence of corporate officers and any in-house Directors or employees, was held on 7 December 2021.
Mr Jean-Paul Agon introduced the meeting by reviewing his activities with a specific emphasis on the duties entrusted to him by the Board. He reviewed the topics of governance, in particular the organisation and coordination of Board meetings, the chairmanship of the Strategy and Sustainability Committee, the chairmanship of the L’Oréal Foundation, relations with shareholders and stakeholders, as well as the monitoring of capital operations. The Chairman reported on the implementation of the separation of functions and on his regular meetings with the Chief Executive Officer, who had informed and consulted him in areas relevant to the specific remit of the Chairman. Mr Jean-Paul Agon also summarised his actions in terms of his representation of L’Oréal in high-level relationships, within France and internationally.
In accordance with the decision of the Board of Directors based on the recommendation from the Nominations and Governance Committee, the meeting continued without the Chairman of the Board of Directors, led by the Chairwoman of the Nominations and Governance Committee.
The Board was informed of the expectations and positions of the main investors and proxy advisors, as expressed during meetings with the Company’s departments responsible for preparing for the Annual General Meeting.
It met to respond to the questions posed by the shareholders before the Annual General Meeting.
(1) Evaluation of more than 90 criteria covering five categories: Functioning of management bodies, Board composition, CSR and Compliance, Management Diversity and shareholder democracy, information transparency and quality of communications.
