L'Oréal - 2018 Registration Document

2 Corporate Governance

COMPOSITION OF THE BOARD OF DIRECTORS

Absence of any conviction or incrimination on the part of the corporate officers (Article 14.1 of the Annex)

Stock market ethics The Board noted the rules to be applied to prevent insider trading, in particular those resulting from European Regulation (EU) No. 596/2014 on Market Abuse which became applicable on 3 July 2016, and the recommendations of the French financial markets authority (AMF), in particular regarding the periods during which it is prohibited from trading in shares. It decided to amend its Internal Rules accordingly. On the basis of the legal provisions, regulations and market recommendations, L’Oréal’s Stock Market Code of Ethics points out that inside information must only be passed on and used for professional purposes. Inside information is precise information of a non-public nature, which, if made public, could have a significant influence on the share price. Such inside information may fall into one of three categories: strategic, linked to the definition and application of the Group’s development policy; recurring, linked to the annual schedule for production and publication of annual and interim financial statements, regular releases or periodic meetings devoted to financial information; exceptional, linked to a specific programme, project or financial transaction. The Stock Market Code of Ethics states that any person in possession of inside information must proceed with the greatest caution when trading in or enabling others to trade in L’Oréal shares, and emphasises that any misconduct in this area may result in criminal proceedings. The Internal Rules of the Board specifically ask Directors to refrain from trading in L’Oréal shares precisely in certain periods and when they have access to inside information. Lastly, Directors are required to notify the AMF of each transaction carried out by them or by persons closely affiliated with them related to L’Oréal shares. The Company reminds them regularly of this obligation (see section 2.7 “ Summary of trading by corporate officers in L’Oréal shares in 2018 ”).

To the Company’s knowledge, over the last five years, the corporate officers and Directors have not been convicted for fraud, associated with a bankruptcy, receivership or liquidation, or the subject of any official public incrimination or sanction imposed by statutory or regulatory authorities (including designated professional bodies) or a decision by a court disqualifying them from acting as a member of an administrative, management or supervisory body or from acting in the management or conduct of the business of any issuer. Potential conflicts of interest between the duties of the corporate officers with regard to L’Oréal, and their private interests and/or other duties (Articles 14.2 and 18.3 of the Annex) The method of organisation and modus operandi adopted by the Board would allow it, where applicable, to prevent any wrongful exercise of control by a shareholder, in particular due to the presence of seven independent Directors on the Board of Directors. Regarding any arrangement or agreement entered into with the major shareholders, clients, suppliers, or others, under which a Director was selected as a member of the Board of Directors, an agreement between the Bettencourt Meyers family and Nestlé S.A., which expired on 21 March 2018, concerned the reciprocal voting commitment in favour of the appointment as Directors of three members proposed by the Bettencourt Meyers family and two members proposed by Nestlé (see also section 6.3.5 “Shareholders’ agreements relating to shares in the Company’s share capital”). The Company was informed of the participation, amounting to 100 shares, of its Chairman and Chief Executive Officer, Mr Jean-Paul Agon, in the collective lock-up agreements signed on 16 December 2016 by Téthys SAS and members of the Bettencourt Meyers family group under the Dutreil law. The Appointments and Governance Committee Meeting of 6 December 2016 examined this arrangement prior to signature of the agreement and considered that it could not be contested on the basis of the Company’s interests, nor could it lead to consequences for the Company’s governance, and informed the Board of Directors accordingly. Information on service contracts with members of the administrative bodies (Article 14.2 of the Annex) No corporate officers or Directors have a service contract with L’Oréal or any of its subsidiaries providing for the granting of benefits upon termination of such contract.

REGISTRATION DOCUMENT / L'ORÉAL 2018

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