2 . 2.2.1. Guiding principles 2.2.1.1. Balance in the composition of the Board of Directors At 31 December 2021, the Board of Directors comprised 16 members: • the Chairman, Mr Jean‑Paul Agon; • the Chief Executive Officer, Mr Nicolas Hieronimus; • three Directors from the Bettencourt Meyers family, which owns 33.30% of the share capital (1) : Ms Françoise Bettencourt Meyers (Vice-Chairwoman of the Board of Directors), Mr Jean-Victor Meyers and Mr Nicolas Meyers; • two Directors linked to Nestlé who hold 19.30% of the share capital (1) : Mr Paul Bulcke (Vice-Chairman of the Board of Directors) and Ms Béatrice Guillaume-Grabisch; • seven independent Directors: Ms Sophie Bellon, Mr Patrice Caine, Ms Fabienne Dulac, Ms Belén Garijo, Ms Ilham Kadri, Ms Virginie Morgon and Mr Alexandre Ricard, who joined the Board at the end of the Annual General Meeting of 20 April 2021. 50% of the Directors are independent (7 out of 14 excluding the Directors representing the employees); and • two Directors representing the employees: Ms Ana Sofia Amaral and Mr Georges Liarokapis. An elected representative of the Central Social and Economic Council of L’Oréal, Mr Thierry Magontier, also attends Board meetings, in an advisory capacity. The breakdown of L’Oréal’s share capital at 31 December 2021 is shown in chapter 7 “Stock Market Information Share Capital” of this Document. 2.2.1.2. Diversity policy applied to the Board of Directors: experienced Directors who complement one another As it does every year, the Board considered the issue of the desirable balance of its members and that of its Committees (balanced representation of men and women, ages, qualifications, and professional experience). The Directors of L’Oréal come from different backgrounds. They complement one another due to their different professional experience, their skills and their international exposure. The Board is attentive to maintaining a balance between Directors with historical knowledge of the Company and Directors who have joined the Board more recently. SUMMARY TABLE OF THE DIVERSITY POLICY APPLIED TO THE BOARD OF DIRECTORS Criteria Policy and objectives Means of implementation and outcomes achieved in 2021 Age and seniority of Directors Search for generational balance beyond compliance with the Internal Rules: ● no more than one-third of Directors over the age of 70; and ● in principle, it is agreed that Directors must resign from the Board before the Annual General Meeting following their 73 rd birthday. Other than the age of Directors, search for balanced distribution in terms of seniority on the Board. Directors are aged between 33 and 68, with an average age of 55.3. The Board considers that its composition is balanced, with Directors with long-standing knowledge of L’Oréal and Directors who have joined more recently. Gender balance Representation of men and women Compliance with the Copé-Zimmermann law, which provides for a minimum of 40% of Directors of the same gender on Boards. Desire to maintain gender balance of around 50% on the Board. Gender balance in the Committees. The Board believes that the proportion of 50% of female Directors perfectly meets the obligations for a balanced representation of women and men on the Board of Directors. Three out of four Committees are chaired by women (Audit Committee, Nominations and Governance Committee and Human Resources and Remuneration Committee). Nationalities International profiles Recruitment of international profiles: ● search for Directors of foreign nationality or international culture; and/or ● having international experience in L’Oréal’s strategic markets. The Board has seven different nationalities (Belgian, Spanish, French, Greek, Moroccan, Portuguese, and Swiss). The majority of Directors have international careers and responsibilities. Five Directors are based outside France. Qualifications and professional experience Search for complementarity in the experience of Directors. Definition of a base of skills and expertise shared by all Directors. Skills related to L’Oréal’s strategy and development objectives. The Nominations and Governance Committee has identified a set of skills and expertise, validated by the Board. (See below) (1) At 31 December 2021. 58 L ’ ORÉAL I UNIVERSAL REGISTRATION DOCUMENT 2021 CORPORATE GOVERNANCE Composition of the Board of Directors
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