L'Oréal - 2018 Registration Document

2 Corporate Governance

ORGANISATION AND MODUS OPERANDI OF THE BOARD OF DIRECTORS

ORGANISATION AND MODUS OPERANDI OF THE BOARD 2.3. OF DIRECTORS

GENERAL INFORMATION 2.3.1. ON THE MEETINGS

Executive sessions s The Directors meet at least once a year without the presence of the executive officer, the Directors representing the employees or any other Group employee (Article 4.2 of the Internal Rules). An executive session was held following the meeting of the Board of Directors on 5 December 2018. The Audit Committee also meets twice a year in the presence of the Statutory Auditors and in the absence of any representative from General Management, at the end of the meetings dedicated to reviewing the annual and interim financial statements. These two meetings were held on 8 February and 26 July 2018. Attendance s The preparation and holding of the meetings of the Board of Directors and its Committees require significant availability and investment by the Directors. In 2018, the attendance rate at Board meetings was 92% on average. The individual attendance rate at Board and Committee meetings is specified below. The allocation of attendance fees, based on the rate of attendance by each of the Directors at Board meetings and presence at the meetings of its various Committees, is described in section 2.4.

OF THE BOARD OF DIRECTORS AND ITS COMMITTEES IN 2018

In 2018, the Board met 7 times. Four Committees prepare for the discussions and deliberations by the Board. 16 meetings were held in 2018: 4 for the Strategy and Sustainable Development Committee, 4 for the Audit Committee, 5 for the Appointments and Governance Committee, and 3 for the Human Resources and Remuneration Committee. The Directors can propose any subject that is appropriate for good governance for inclusion on the agenda for the work by the Board and its Committees with complete independence. L’Oréal’s Directors are regularly informed of all the Company’s activities and its performances in a highly competitive universe. Board meetings are generally held in the presence of senior managers of the Company invited to attend on the basis of topical developments at L’Oréal and many aspects of its strategy. In an open, constructive dialogue, exchanges of views, in confidence, contribute to the quality of the Directors’ work. The discussions on the Board, encouraged by the Chairman, take place transparently and in great detail.

INDIVIDUAL ATTENDANCE RATES OF DIRECTORS IN 2018 AT BOARD AND COMMITTEE MEETINGS

Strategy and Sustainable Development Committee

Human Resources and Remuneration Committee

Appointments and Governance Committee

Audit Committee

Board of Directors

Jean-Paul Agon

100%

100%

Françoise Bettencourt Meyers

86%

100%

Paul Bulcke

100%

100%

100%

100%

Jean-Pierre Meyers

100%

100%

100%

100%

Ana Sofia Amaral

100%

100%

Sophie Bellon

100%

100%

100%

100%

Patrice Caine (from 17/04/2018)

60%

67%

Axel Dumas (from 17/04/2018)

60%

100%

Belén Garijo

100%

67%

Béatrice Guillaume-Grabisch

100%

100%

Bernard Kasriel

100%

100%

Georges Liarokapis Jean-Victor Meyers

100%

100%

100%

100%

Virginie Morgon

86%

100%

Eileen Naughton

71%

100%

2018 AVERAGE

92%

100 %

100%

93%

95%

REGISTRATION DOCUMENT / L'ORÉAL 2018

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