Composition of the Board of Directors, Study notes of Finance

Download Composition of the Board of Directors and more Study notes Finance in PDF only on Docsity! 2 2.2.2. List of corporate offices and directorships of the Directors exercised at 31 December 2020 JEAN-PAUL AGON Chairman and Chief Executive Officer French Age: 64 Joined the L’Oréal Group in 1978. Following an international career as Chief Executive Officer of the Consumer Products Division in Greece and of L’Oréal Paris in France, International Managing Director of Biotherm, Chief Executive Officer of L’Oréal Germany, Chief Executive Officer of the Asia Zone, Chairman and Chief Executive Officer of L’Oréal USA, Jean-Paul Agon was appointed as Deputy Chief Executive Officer of L’Oréal in 2005, and then Chief Executive Officer in April 2006 and finally Chairman and Chief Executive Officer in 2011. A Director of L’Oréal since 2006, he is also the Chairman of the Strategy and Sustainability Committee. Jean-Paul Agon is also the Chairman of the L’Oréal Corporate Foundation and Director of Air  Liquide. By decision of the Board of Directors following the 2021 Annual General Meeting, Jean-Paul Agon will hold the office of Chairman of the Board of Directors without assuming the office of Chief Executive Officer as from 1 May 2021. EXPIRY DATE OF TERM OF OFFICE: 2022 ● Professional address: L’Oréal – 41, rue Martre – 92117 Clichy Cedex – France ● Holds 1,365,432 L’Oréal shares OTHER CORPORATE OFFICES AND DIRECTORSHIPS HELD French companies Air Liquide S.A.* Director Other L’Oréal Corporate Foundation Chairman of the Board L’Oréal Fund for Women Chairman of the Board Raisesherpas Director French Association of Private Enterprises (AFEP) Director French Institute of International Relations (IFRI) Director CORPORATE OFFICES AND DIRECTORSHIPS HELD OVER THE LAST FIVE YEARS AND EXPIRED None * Listed company. FRANÇOISE BETTENCOURT MEYERS Vice-Chairwoman French Age: 67 Daughter of Liliane Bettencourt and granddaughter of the founder of L’Oréal, Eugène Schueller, Françoise Bettencourt Meyers has been the Chairwoman of the family-owned holding company Téthys since 31  January 2012, and is the Chairwoman of the Supervisory Board of the investment subsidiary Téthys Invest, Chairwoman of the Bettencourt Schueller Foundation and Honorary Chairwoman of the Pour l’Audition Foundation. A Director of L’Oréal since 1997, Vice–Chairwoman of the Board of Directors since 2020, Françoise Bettencourt Meyers is also a member of the Strategy and Sustainability Committee, the Nominations and Governance Committee and the Human Resources and Remuneration Committee. EXPIRY DATE OF TERM OF OFFICE: 2021 ● Professional address: Téthys – 27-29, rue des Poissonniers – 92200 Neuilly-sur-Seine – France ● Holds 33,182,455 L’Oréal shares OTHER CORPORATE OFFICES AND DIRECTORSHIPS HELD French companies Téthys SAS Chairwoman Chairwoman of the Supervisory Board Téthys Invest SAS Chairwoman of the Supervisory Board Financière l’Arcouest SAS Chairwoman Other Bettencourt Schueller Foundation Chairwoman of the Board of Directors Pour l’Audition Foundation Honorary Chairwoman and member of the Board of Directors CORPORATE OFFICES AND DIRECTORSHIPS HELD OVER THE LAST FIVE YEARS AND EXPIRED EXPIRY DATE OF TERM OF OFFICE Société Immobilière Sebor SAS Chairwoman 2020 L'ORÉAL — UNIVERSAL REGISTRATION DOCUMENT 2020 59 CORPORATE GOVERNANCE Composition of the Board of Directors 2. PAUL BULCKE Vice-Chairman Belgian and Swiss Age: 66 Chairman of the Board of Directors of Nestlé. Paul Bulcke was a Director at L’Oréal from 2012 to June 2014 and has been back in that position since 2017. Paul Bulcke is Vice-Chairman of the Board of Directors, and is a member of the Strategy and Sustainability Committee, the Nominations and Governance Committee, and the Human Resources and Remuneration Committee. He is also a Director of Roche Holding (Switzerland). EXPIRY DATE OF TERM OF OFFICE: 2021 ● Professional address: Nestlé – Avenue Nestlé, 55 – CH 1800 Vevey – Switzerland ● Holds 3,000 L’Oréal shares MAIN CORPORATE OFFICE HELD OUTSIDE L’ORÉAL Nestlé S.A. (Switzerland)* Chairman of the Board OTHER CORPORATE OFFICES AND DIRECTORSHIPS HELD Foreign companies Roche Holding Ltd (Switzerland)* Member of the Board of Directors Other 2030 Water Resources Group (WRG) Co-Chairman JP Morgan International Council Member Avenir Suisse Foundation (Switzerland) Member of the Board World Economic Forum (WEF) Member of the Community of Chairpersons European Round Table for Industry (Belgium) Member CORPORATE OFFICES AND DIRECTORSHIPS HELD OVER THE LAST FIVE YEARS AND EXPIRED EXPIRY DATE OF TERM OF OFFICE Foreign companies Nestlé Health Science S.A. in Lutry (Switzerland) Member of the Strategic Advisory Board 2017 Nestlé Skin Health S.A. (Switzerland) Member of the Strategic Advisory Board 2017 Cereal Partners Worldwide (Switzerland) Co-Chairman of the Supervisory Board 2016 Nestlé S.A. (Switzerland) Deputy Director 2016 Others Consumer Goods Forum Member of the Board of Directors and member of the Governance Committee 2017 * Listed company. ANA SOFIA AMARAL Portuguese Age: 55 Scientific and Technical Affairs Director for L’Oréal Portugal, Ana Sofia Amaral was appointed in 2014 by L’Oréal’s Instance Européenne de Dialogue Social (European Works Council) as a Director representing employees; her tenure was renewed for a period of four years in 2018. She is a member of the Human Resources and Remuneration Committee. EXPIRY DATE OF TERM OF OFFICE: 2022 ● Professional address: Rua Dr António Loureiro Borges, Edificio 7 – Arquiparque – Miraflores – 2796-959 Linda A Velha – Portugal OTHER CORPORATE OFFICES AND DIRECTORSHIPS HELD Foreign companies EMBOPAR Embalagens de Portugal SGPS S.A. Permanent representative of L’Oréal Portugal on the Board of Directors Member of the Remuneration Commission CORPORATE OFFICES AND DIRECTORSHIPS HELD OVER THE LAST FIVE YEARS AND EXPIRED EXPIRY DATE OF TERM OF OFFICE Sociedade Ponto Verde Director Member of the Remuneration Commission 2020 60 L'ORÉAL — UNIVERSAL REGISTRATION DOCUMENT 2020 CORPORATE GOVERNANCE Composition of the Board of Directors 2 BELÉN GARIJO Spanish Age: 60 Chairwoman and Chief Executive Officer of Merck Healthcare, an entity holding all the pharmaceutical operations of the German group Merck and member of the Executive Committee of this Group, Belén Garijo will hold the office of Chairwoman of the Management Board and Chief Executive Officer of the Merck Group as from 1 May 2021. Belén Garijo has been a Director of L’Oréal since 2014 and is a member of the Human Resources and Remuneration Committee. She is also a Director of BBVA (Spain). EXPIRY DATE OF TERM OF OFFICE: 2022 ● Professional address: Merck KGAA – Frankfurter STR 250 Postcode F131/314 – 64293 Darmstadt – Germany ● Holds 1,000 L’Oréal shares MAIN CORPORATE OFFICE HELD OUTSIDE L’ORÉAL Merck Healthcare (Germany) – until 30 April 2021 Chairman and Chief Executive Officer Merck* (Germany) – as from 1 May 2021 Chairwoman of the Management Board and Chief Executive Officer of the Group OTHER CORPORATE OFFICES AND DIRECTORSHIPS HELD Foreign companies BBVA* (Spain) Director CORPORATE OFFICES AND DIRECTORSHIPS HELD OVER THE LAST FIVE YEARS AND EXPIRED None * Listed company. BÉATRICE GUILLAUME-GRABISCH French Age: 56 Executive Vice-President Human Resources and Business Services of Nestlé Group, which she joined in 2013. She was formerly Chief Executive Officer of Nestlé Germany after a career in various consumer goods groups (Colgate-Palmolive, Beiersdorf, Johnson & Johnson, L’Oréal, Coca-Cola). Béatrice Guillaume-Grabisch has been a Director of L’Oréal since 2016 and is a member of the Audit Committee. EXPIRY DATE OF TERM OF OFFICE: 2024 ● Professional address: Nestlé – Avenue Nestlé, 55 – CH 1800 Vevey – Switzerland ● Holds 1,400 L’Oréal shares MAIN CORPORATE OFFICE HELD OUTSIDE L’ORÉAL Nestlé S.A. (Switzerland)* Executive Vice-President Human Resources and Business Services OTHER CORPORATE OFFICES AND DIRECTORSHIPS HELD Others GS1 Director CORPORATE OFFICES AND DIRECTORSHIPS HELD OVER THE LAST FIVE YEARS AND EXPIRED EXPIRY DATE OF TERM OF OFFICE Foreign companies Nestlé (Germany) President 2019 Henkel (Germany) Director 2016 Others MarkenVerband/Brand producers’ association (Germany) Member of the Management Board 2019 * Listed company. L'ORÉAL — UNIVERSAL REGISTRATION DOCUMENT 2020 63 CORPORATE GOVERNANCE Composition of the Board of Directors 2. ILHAM KADRI French and Moroccan Age: 52 Ilham Kadri is Chairwoman of the Executive Committee and CEO of Solvay, which she joined in March 2019. She had been CEO and Chairwoman of the American company Diversey since 2013. Ms Kadri has international experience acquired in leading industrial companies (Shell, UCB, Dow, Sealed Air, etc.) where she performed roles in research & development, sales, marketing, strategy, business management and digital technology. She  is also a Director of A.O. Smith Corporation (USA). Ilham Kadri has been a Director of L’Oréal since June 2020. ● Professional address: Solvay – 310 rue de Ransbeek – 1120 Brussels, Belgium ● Holds 250 L’Oréal shares MAIN CORPORATE OFFICE HELD OUTSIDE L’ORÉAL Solvay* Chairwoman of the Executive Committee and CEO Member of the Board of Directors OTHER CORPORATE OFFICES AND DIRECTORSHIPS HELD Foreign companies A.O. Smith Corporation* Member of the Board of Directors CORPORATE OFFICES AND DIRECTORSHIP OVER THE LAST FIVE YEARS THAT HAVE EXPIRED EXPIRY DATE OF TERM OF OFFICE Foreign companies Diversey (USA) Chairwoman and CEO 2018 * Listed company. GEORGES LIAROKAPIS French and Greek Age: 58 Coordinator of Sustainability for L’Oréal Western Europe. Georges Liarokapis was appointed by the CFE-CGC union as a Director representing employees in 2014; his term of office was then renewed for a period of four years in 2018. He is a member of the Audit Committee. EXPIRY DATE OF TERM OF OFFICE: 2022 ● Professional address: 41, rue Martre – 92117 Clichy Cedex – France OTHER CORPORATE OFFICES AND POSITIONS HELD None CORPORATE OFFICES AND POSITIONS HELD OVER THE LAST FIVE YEARS AND EXPIRED None 64 L'ORÉAL — UNIVERSAL REGISTRATION DOCUMENT 2020 CORPORATE GOVERNANCE Composition of the Board of Directors 2 JEAN-VICTOR MEYERS French Age: 34 A member of the Supervisory Board of the family-owned holding company Téthys since January 2011 and a member of the Supervisory Committee of the investment subsidiary Téthys Invest and Chairman of Exemplaire and Constantine Capital, Jean-Victor Meyers has been a Director of L’Oréal since 2012 and is a member of the Audit Committee and the Strategy and Sustainability Committee. EXPIRY DATE OF TERM OF OFFICE: 2024 ● Professional address: Téthys – 27-29, rue des Poissonniers – 92200 Neuilly-sur-Seine – France ● Holds 1,500 L’Oréal shares OTHER CORPORATE OFFICES AND DIRECTORSHIPS HELD French companies Téthys SAS Member of the Supervisory Board Téthys Invest SAS Member of the Supervisory Board Exemplaire SAS Chairman Constantine Capital SAS Chairman CORPORATE OFFICES AND DIRECTORSHIPS HELD OVER THE LAST FIVE YEARS AND EXPIRED None NICOLAS MEYERS French Age: 32 Member of the Supervisory Board of the family holding company Téthys since 2011, member of the Supervisory Board of the investment subsidiary Téthys Invest since 2016, and Director of the Bettencourt Schueller Foundation since 2012. Nicolas Meyers has been a Director of L’Oréal since June 2020. EXPIRY DATE OF TERM OF OFFICE: 2024 ● Professional address: Téthys – 27-29, rue des Poissonniers – 92200 Neuilly-sur-Seine – France ● Holds 1,500 L’Oréal shares OTHER CORPORATE OFFICES AND DIRECTORSHIPS HELD French companies Téthys SAS Member of the Supervisory Board Téthys Invest SAS Member of the Supervisory Board Lille Capital SAS Chairman Others Bettencourt Schueller Foundation Member of the Board of Directors CORPORATE OFFICES AND DIRECTORSHIPS HELD OVER THE LAST FIVE YEARS AND EXPIRED None L'ORÉAL — UNIVERSAL REGISTRATION DOCUMENT 2020 65 CORPORATE GOVERNANCE Composition of the Board of Directors