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 operating methods of the Board of Directors and its Committees, in the interests of the Company and its shareholders.
L’Oréal’s Board of Directors uses the principles of corporate governance presented by the AFEP-MEDEF Code as its code of reference. The Internal Rules specify the operating methods 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.
In line with the distribution of responsibility for sustainability issues between the Audit Committee and the Strategy and Sustainability Committee, the Board’s Internal Rules were updated on 8 February 2024 to allocate the responsibilities provided for by the Corporate Sustainability Reporting Directive (CSRD) to the remit of the Audit Committee. These rules were also updated on 6 December 2024 to take into account the changes introduced by France’s "Attractiveness Act” relating to the Board's decision-making procedures. The new provisions concerning written consultation of Directors will be put to the vote of the Annual General Meeting of 29 April 2025, in the twenty-third resolution. As was the case for previous versions, the Internal Rules are made public in full in this paragraph.
PREAMBLE
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 priorities, appoints the corporate officers which are given responsibility for managing the Company within the scope of this strategy, chooses how General Management is organised (whether to combine or to separate 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 personalised to L’Oréal's needs and is part of a continuous progress approach. The Board’s main responsibility is to adopt the method of organisation and the operating methods which best enable it to complete its duties. Its organisation and operating methods are described in these Internal Rules which were prepared by the Board, and 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 line with the Company’s specificities.
These Rules apply to all Directors, both current and future, whether they are appointed by the Annual General Meeting or by 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 operating methods of the Board of Directors and its committees.
The Board defines the business strategy of the Company and monitors its implementation, in accordance with the best interests of the Company, taking social and environmental issues into consideration.
Subject to the powers expressly conferred to Annual General Meetings and within the limit of the Company’s corporate purpose, the Board deals with all matters regarding the smooth running of the Company and settles issues concerning the Company through its decisions. All year round, the Board carries out the controls and verifications it deems appropriate.
The Board ensures, as applicable, 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 gender balance in management bodies.
The Corporate Governance Report outlines the Board’s activity.
The Board prepares and convenes Annual General Meetings and sets the agenda. It puts the parent company and consolidated financial statements to the vote and presents its Management Report to which the Corporate Governance Report is appended to the meeting.
The Board sets the remuneration of 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 corporate officer for the past financial year. The Board is a collegial body which is legally unable to delegate its authority, except to 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 provide useful information to support the Board with discussions and decisions. The Board decides on the composition of the Committees and the rules with regard to their operating methods.
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.
