At its meeting held on 6 February 2025, 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 set out in the AFEP-MEDEF Code.
| Not an employee or executive corporate officer | No cross- directorships | No significant business relationships | No family ties | Not a Statutory Auditor | Not a Director for more than 12 years | Classification adopted | |
|---|---|---|---|---|---|---|---|
| Sophie Bellon | Sophie Bellon Not an employee or executive corporate officer yes |
Sophie Bellon No cross- directorships yes |
Sophie Bellon No significant business relationships yes |
Sophie Bellon No family ties yes |
Sophie Bellon Not a Statutory Auditor yes |
Sophie Bellon Not a Director for more than 12 years yes |
Sophie Bellon Classification adopted Independent |
| Patrice Caine | Patrice Caine Not an employee or executive corporate officer yes |
Patrice Caine No cross- directorships yes |
Patrice Caine No significant business relationships yes |
Patrice Caine No family ties yes |
Patrice Caine Not a Statutory Auditor yes |
Patrice Caine Not a Director for more than 12 years yes |
Patrice Caine Classification adopted Independent |
| Fabienne Dulac | Fabienne Dulac Not an employee or executive corporate officer yes |
Fabienne Dulac No cross- directorships yes |
Fabienne Dulac No significant business relationships yes |
Fabienne Dulac No family ties yes |
Fabienne Dulac Not a Statutory Auditor yes |
Fabienne Dulac Not a Director for more than 12 years yes |
Fabienne Dulac Classification adopted Independent |
| Ilham Kadri | Ilham Kadri Not an employee or executive corporate officer yes |
Ilham Kadri No cross- directorships yes |
Ilham Kadri No significant business relationships yes |
Ilham Kadri No family ties yes |
Ilham Kadri Not a Statutory Auditor yes |
Ilham Kadri Not a Director for more than 12 years yes |
Ilham Kadri Classification adopted Independent |
| Virginie Morgon | Virginie Morgon Not an employee or executive corporate officer yes |
Virginie Morgon No cross- directorships yes |
Virginie Morgon No significant business relationships yes |
Virginie Morgon No family ties yes |
Virginie Morgon Not a Statutory Auditor yes |
Virginie Morgon Not a Director for more than 12 years yes |
Virginie Morgon Classification adopted Independent |
| Alexandre Ricard | Alexandre Ricard Not an employee or executive corporate officer yes |
Alexandre Ricard No cross- directorships yes |
Alexandre Ricard No significant business relationships yes |
Alexandre Ricard No family ties yes |
Alexandre Ricard Not a Statutory Auditor yes |
Alexandre Ricard Not a Director for more than 12 years yes |
Alexandre Ricard Classification adopted Independent |
| Jacques Ripoll | Jacques Ripoll Not an employee or executive corporate officer yes |
Jacques Ripoll No cross- directorships yes |
Jacques Ripoll No significant business relationships yes |
Jacques Ripoll No family ties yes |
Jacques Ripoll Not a Statutory Auditor yes |
Jacques Ripoll Not a Director for more than 12 years yes |
Jacques Ripoll Classification adopted Independent |
Based on the work carried out by the Nominations and Governance Committee, on 6 February 2025, the Board of Directors reviewed, as it does each year, whether any business relationship exists with these Directors. Business relationships refer to the financial flows that took place during 2024 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 the recommendations of the French financial markets authority, the Board of Directors carried out a quantitative and qualitative analysis, adopting where necessary 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 were no significant business relationships.
In summary, on 31 December 2024, 7 out of 14 members of the Board of Directors (excluding the Directors representing the employees, in accordance with the AFEP-MEDEF Code) qualified as independent (i.e., 50% of the Board of Directors). It is specified that the following are not considered to be independent: Jean-Paul Agon (a former executive corporate officer within the last five years and Director since 2006); Nicolas Hieronimus (executive corporate officer); Françoise Bettencourt Meyers, Jean‑Victor Meyers and Nicolas Meyers (Bettencourt Meyers family, holding 34.76% of the share capital); Paul Bulcke and Béatrice Guillaume-Grabisch (linked to Nestlé, holding 20.14% of the share capital).
Within the scope of French law and the rights and obligations of the Directors as defined in the Internal Rules of L'Oréal's Board of Directors, and in accordance with the AFEP‑MEDEF Code, Directors become subject to compliance with the rules in force as regards conflicts of interest and stock market ethics upon their appointment as a Director and throughout the duration of their term of office.
Subject to approval from the Annual General Meeting, Directors are appointed following a transparent selection process that determines which Director profiles are required by the Company in terms of the skills, qualifications and experience to complement the skills of the Directors already on the Board. Issues such as candidates’ availability, number of directorships held and independence are also taken into consideration (see section 2.2.1.2). Particular attention is also paid to directorships held in other companies. Directors are required to devote the necessary time and attention to their duties and limit how many other directorships they hold, so as to ensure their availability (Article 3.3. of the Internal Rules of the Board).
Upon joining the Board of Directors, each Director receives a copy of the Internal Rules of the Board and L'Oréal's Articles of Association, the Stock Market Code of Ethics, the Code of Ethics, etc. These guidelines have been adopted by the Company and serve as terms of reference for Directors in terms of the standards required by L’Oréal.
Members of the Board of Directors have the necessary objectivity to make independent judgements on the conduct of the Company’s business. The balance of powers established within the Board allows its members to exercise independent judgement. The Board comprises:
