31 March 2023 : Presentation of the Board of Directors 2023

• Presentation of the Board of Directors

The composition of the Board reflects L'Oréal's shareholding structure, while guaranteeing the interests of all its shareholders. As of 31 December 2022, with the Chairman and the Chief Executive Officer, there are therefore five Directors from L'Oréal's major shareholders, seven independent Directors and two Directors representing the employees.

The diversity and complementarity of the Directors' industrial, entrepreneurial, financial and extra-financial (including human resources and sustainability) expertise mean they are equipped to quickly and thoroughly comprehend development challenges facing L'Oréal, the leader of a globalised and highly competitive cosmetics market in which constant innovation and adaptation are required.

Extremely committed and vigilant, and convinced that stringent governance creates value for the Company, the Directors always keep the Company's long-term interest first in mind as they voice their opinions. The Directors proactively and assiduously participate in the work of the Board and its Committees, which play an active role in preparing the Board's deliberations.

Mr Jean-Paul	Mr Nicolas	Ms Françoise	Mr Paul Bulcke	Ms Sophie	Mr Patrice
Agon	Hieronimus	Bettencourt Meyers		Bellon	Caine

Ms Fabienne	Ms Belén	Ms Béatrice	Mr Thierry	Ms Ilham	Mr Jean-Victor
Dulac	Garijo	Guillaume-Grabisch	Hamel	Kadri	Meyers

Mr Nicolas	Ms Virginie	Mr Alexandre	Mr Benny
Meyers	Morgon	Ricard	de Vlieger

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PRESENTATION OF THE BOARD OF DIRECTORS

3

Composition of the Board at 31 December 2022

Board Committees

FrançoiseChief Directors linked Bettencourt Meyers Executive Chairman to Nestléand her family Officer

Independent directors

Directors representing employees

At 31 December 2022

Mr Jean-Paul

Agon

Mr Nicolas

Hieronimus

Ms Françoise

Bettencourt

Meyers

Vice-Chairwoman

Mr Jean-Victor

Meyers

Mr Nicolas

Meyers

Mr Paul Bulcke **

Vice-Chairman

Ms Béatrice

Guillaume-

Grabisch

Ms Sophie

Bellon

Mr Patrice

Caine

Ms Fabienne

Dulac

Ms Belén

Garijo

Ms Ilham

Kadri

Ms Virginie

Morgon

Mr Alexandre

Ricard

Mr Thierry

Hamel

Mr Benny de Vlieger

Age	Female/Male	Nationality	No. of offices in listed companies**	Independence	Initial date of appointment	Expiry date of term of office (AGM)	Years of service on the Board	Strategy and Sustainability	Audit	HR and Remuneration	Nominations and Governance
66	M	French			25/04/2006	2026	16	C
58	M	French			20/04/2021	2025	1
69	F	French			12/06/1997	2025	25	●		●	●
36	M	French			13/02/2012	2024	10	●
34	M	French			30/06/2020	2024	2		●
68	M	Belgian	1		20/04/2017	2025	5	●		●	●
Swiss
58	F	French			20/04/2016	2024	6		●
61	F	French	1	♦	22/04/2015	2023	7			C	C
52	M	French	1	♦	17/04/2018	2026	4	●			●
55	F	French	1	♦	18/04/2019	2023	3		●	●
62	F	Spanish	2	♦	17/04/2014	2026	8			●
53	F	French	2	♦	30/06/2020	2024	2		●
Moroccan
53	F	French	1	♦	26/04/2013	2025	9		C
50	M	French	1	♦	20/04/2021	2025	1	●
68	M	French			21/04/2022	2026	< 1
58	M	Belgian			21/04/2022	2026	< 1

56.8

average age

of directors

50%

independent

directors***

50%

female

directors***

50%

male

directors ***

• Independence within the meaning of the criteria of the AFEP-MEDEF Code as assessed by the Board of Directors ● Member of the Committee C Chairman of the Committee

• Number of oces (excluding L'Oréal) held in listed companies, including foreign companies, in accordance with the provisions of Article 20 of the AFEP-MEDEF Code (i.e. excluding oces in subsidiaries and shareholdings, held alone or in concert, by a corporate executive ocer of companies whose main activity is to acquire and manage such holdings).
• Paul Bulcke was a Director of L'Oréal from 2012 to June 2014 and then again since 2017.
• Excluding directors representing employees.

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15

• PRESENTATION OF THE BOARD OF DIRECTORS
  Activities of the Board and its Committees in 2022

ACTIVITIES OF THE BOARD AND ITS COMMITTEES IN 2022

The Board of Directors fully assumes its role in defining the Group's strategic orientations.

Thanks to an open and constructive dialogue with the General Management and regular meetings with management, the Directors are completely up-to-date with L'Oréal's economic reality and fully informed of all the Company's activities, its performances and the challenges it faces. They examine the main areas and opportunities for long-term development and acquisitions in particular.

The Directors make sure that the decisions taken contribute to implementation of the strategy.

Wishing to continually enhance its role to reflect on issues and drive strategic decision-making, in 2022, the Board carried out an evaluation of its modus operandi and organisation, as it has done every year since 1996 (see section 2.3.5. of the Universal Registration Document).

BOARD OF DIRECTORS

7 meetings in 2022 - 97.5% attendance rate

MAIN WORK IN 2022

• Corporate governance:
• • Changes in the composition of the Board and Committees, preparation of draft resolutions on the renewal of terms of office ;
  • Information on the expectations of investors and proxy advisors ;
  • Extension of the separation of the offices of Chairman and Chief Executive Officer ;
  • Evaluation of the modus operandi of the Board and executive session.
• Remuneration policy, Human Resources, gender balance within the management bodies: discussion of the remuneration policy for directors and corporate officers for 2022 ; determination of the remuneration for directors and corporate officers for 2021 and evaluation of the performance of the Chief Executive Officer ; determination of the performance share award plan of 13 October 2022 and the third worldwide shareholding plan ; information and discussion of the Group's Human Resources policy, including the remuneration policy, diversity and gender balance policy, and the L'Oréal for Youth programme.
• Business activity and results: definition of the strategic orientations, taking into account social and environmental challenges; systematic review of the Group's results and analysis of changes in the cosmetics market.
• Information on the consequences of the Covid-19 health crisis and the war in Ukraine.
• Strategic themes reviewed in 2022: Cyber security, CSR, Ethics policy, Operations, China, Digital and e-commerce activities.
• Strategic seminar held in June 2022: Research & Innovation (Beauty Tech and Green Sciences) ; Risk mapping ; Indies Brands.
• Training of the Board on CSR issues in October 2022 with internal and external stakeholders.

STRATEGY AND SUSTAINABILITY	AUDIT COMMITTEE	NOMINATIONS AND GOVERNANCE	HUMAN RESOURCES AND
COMMITTEE		COMMITTEE	REMUNERATION COMMITTEE
6 meetings -	5 meetings -	4 meetings -	4 meetings -
100% attendance rate	93.5% attendance rate	100% attendance rate	91.5% attendance rate
2022 MAIN ACTIVITIES	2022 MAIN ACTIVITIES	2022 MAIN ACTIVITIES	2022 MAIN ACTIVITIES

●	Health and geopolitical
	situation: regular report on the
	consequences of Covid-19
	and the situation in Ukraine
●	Strategy:
	• Analysis of sales, update
	on business activities, market
	trends and competition,
	analysis of the performance
	of the latest product
	launches.
	• Review of proposed
	acquisitions and partnership
	projects.
	• Review of the Ambition
	France project (change
	in the scope of L'Oréal S.A.).
	• Review of the Group's
	strategic development
	prospects.
●	Sustainable development:

● Monitoring the process for
preparation of financial
information: Review of annual
and interim results, analysis
of operating income by Division
and Zone. Review of Statutory
Auditors' Reports. Review of the
Statutory Auditors' audit plan
for 2022. Treasury and financing.
● Internal Control, Risks and
Compliance:
• Review of the internal control
	systems implemented.
•	Monitoring Internal Audit
	activities, including CSR
	and cyber security.
•	Risk mapping.
• Reports on data privacy,
	insurance, fraud risk, digital
	risks and challenges.
● Monitoring the process for

• Composition of the Board:
• • Reflection on the composition of the Board and its Committees.
  • Arrangements for renewing the terms of office of the two Directors representing the employees, their onboarding and training.
• Governance:
• • Analysis of 2022 voting policies for investors and proxy advisors.
  • L'Oréal guide for new Directors representing the employees.
  • Review of the independence of Directors.
  • Review of the results of
    the Board's self-assessment.
  • Values Committee: 2022 review.

• Remuneration of corporate officers:
• • Analysis of the voting policies of investors and proxy advisors concerning remuneration.
  • Remuneration of corporate officers for 2021 and 2022 : analysis of 2021 performance, setting objectives and weightings for 2022 for
    the Chief Executive Officer.
  • Recommendations on corporate officer remuneration policies for 2023.
  • Say on Pay : draft resolutions.
  • Remuneration ratios.
• Remuneration of Directors: Breakdown for 2022 and proposed changes for 2023.
• Annual review of ongoing regulated agreements

• Review of recent initiatives

(L'Oréal for the Future

programme).

• Review of the proposed

credit line subject to ESG

criteria and bond issues

linked to sustainable

development goals.

preparation of non-financial

information and non-financial

risks:

• Duty of vigilance: focus

on Human Rights.

• Examination of climate risks

in 2022.

• Draft double materiality

matrix.

●	Succession plans and emergency ●	Human Resources policy: Group
	plans: annual review.	remuneration policy, disability
●	Regulatory updates and	policy, policy on diversity and
equality in management bodies.
	knowledge of market practices
	and expectations: Draft European ●	Long-term incentives policy:
	Directive on duty of vigilance/	• Recording of performance
	sustainability and regulatory	relating to the ACAs Plan
	developments ; Update of the	of 2018.
	AFEP-MEDEF Code Application	• Draft resolution for the 2022
	Guide (March 2022).	AGM, proposing the inclusion
	Government report on Directors	of non-financial criteria.
	representing employees and AMF	• Preparation of the 2022 ACAs
	and HCGE reports for 2022.
	Plan.

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