These Rules are applicable to all present and future Directors, whether they are appointed by the General Meeting or by the employees, and are intended to complement the legal, regulatory and statutory rules and those under the Articles of Association in order to state accurately the modus operandi of the Board of Directors and its committees, in the interests of the Company and its shareholders.
L’Oréal’s Board of Directors refers to the principles of corporate governance as presented by the AFEP-MEDEF Code. The Internal Rules specify the modus operandi of the Board, in the interests of the Company and of all its shareholders, and those of its Committees, whose members are Directors to whom it gives preparatory assignments for 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 of 20 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. As was the case for previous versions, the Internal Rules are made public in full in this section.
The Board of Directors of L’Oréal (“the Company”) is a collegial body which is mandated by all the shareholders. It has the authority given to it by law to act in all circumstances in the best interests of the Company.
By exercising its legal prerogatives, the Board of Directors (“the Board”) fulfils the following main duties: it validates the Company’s strategic orientations, appoints the directors and corporate officers given responsibility for managing the Company within the scope of this strategy, chooses the method of organisation of General Management (combination or separation of the roles of Chairman and Chief Executive Officer), oversees management and ensures the quality of the financial and non-financial information provided to the shareholders and to the markets.
The organisation of the Board’s work and its composition is adapted to the specificities of L’Oréal and is in line with an approach of constant progress. The Board’s main responsibility is to adopt the method of organisation and the modus operandi which enable it to perform its duties to the best of its ability. Its organisation and modus operandi are described in these Internal Rules which it draws up, and which are published in full on L’Oréal’s website and in the Universal Registration Document.
The Board’s actions are carried out within the framework of the AFEP-MEDEF Code. The Corporate Governance Report provides more detail on the Board’s composition and on the way in which the Board’s work is prepared and organised, and explains, where applicable, the recommendations that have not been adopted in light of the Company’s specificities.
These Rules apply to all the Directors, both current and future, whether they are appointed by the Annual General Meeting or the employees, and are intended to complement the legal, regulatory and statutory rules and those under the Articles of Association in order to state accurately the modus operandi of the Board of Directors and its committees.
The Board defines the business strategy of the Company and monitors its implementation, in accordance with its corporate interest, taking social and environmental challenges into consideration.
Subject to the powers expressly conferred to Annual General Meetings and within the limit of the Company’s purpose, the Board deals with all matters regarding the smooth running of the Company and settles issues concerning the Company by virtue of its decisions. At any time in the year, the Board carries out the controls and verifications it deems appropriate.
The Board ensures, as appropriate, that a mechanism for the prevention and detection of corruption and influence-peddling is in place.
The Board also ensures that the executive corporate officers implement a policy of non-discrimination and diversity as regards the balance of women and men in management bodies.
The Corporate Governance Report relays the Board’s activity.
The Board prepares for and convenes Annual General Meetings and sets the agenda. It puts the parent company and consolidated financial statements to the vote and presents to the meeting its Management Report to which the Corporate Governance Report is appended.
The Board sets the remuneration of directors and corporate officers. It reports on its policy and decisions in its Management Report and in the Corporate Governance Report. The Annual General Meeting is consulted every year on the components of remuneration due or allocated to each executive corporate officer for the past financial year. The Board is a collegial body which is legally unable to delegate its authority, except to the General Management in those cases expressly provided for by law. Within the scope of its work, it may decide to set up Committees which do not have decision-making powers but have the task of providing all useful information for the discussions and decisions which it is called upon to make. The Board decides on the composition of the Committees and the rules with regard to their modus operandi.
The Board may ask one or more of its members or third parties to carry out special assignments or projects aimed in particular at studying one of more specific topics.
