L'Oréal - 2018 Registration Document

Corporate Governance ORGANISATION AND MODUS OPERANDI OF THE BOARD OF DIRECTORS

THE ACTIVITIES OF THE BOARD 2.3.3. COMMITTEES The Board’s debates and decisions are assisted by the work performed by its Committees, which report to it after each of their meetings. The remits of each Committee are described in detail in the Internal Rules of the Board of Directors. The Board’s Committees act strictly within the framework of the remits given to them by the Board. They prepare actively for its work and make proposals but they do not have any decision-making powers. All the Directors who are members of a Committee participate in Committee meetings with complete freedom of judgment and in the interest of all the shareholders. In 2018, the Committees were once again tasked with preparing the Board’s deliberations. The composition of these Committees, their remits and their work in 2018 are described in detail below.

Provision of information to the Board 2.3.2.3. on the Company’s financial situation, cash position and commitments The financial situation and the cash position are reviewed at least twice a year at a Board meeting, when the annual financial statements are approved and when the interim financial statements are reviewed, or at any other time if necessary. The balance sheet structure remains solid. It reviews every year the agreements entered into and authorised during previous financial years and which continued in force. As attested to by the preparatory work of its Committees (see below), the Board also analyses other aspects of strategy, the Group’s economic and financial management and the Company’s environmental, social and societal commitments. The Committees’ work systematically gives rise to a report presented by their Chairman/Chairwoman at Board meetings.

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STRATEGY AND SUSTAINABLE DEVELOPMENT COMMITTEE

Number of meetings in 2018

Attendance rate (average 100%)

Date of appointment to the Committee

COMPOSITION

Independence*

Mr. Jean-Paul Agon (Chairman) Ms. Françoise Bettencourt Meyers

100 % 100 % 100 % 100 % 100 %

2011 2012 2017 2004 2004

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Mr. Paul Bulcke

Mr. Bernard Karsiel

◆

Mr. Jean-Pierre Meyers

* Independence within the meaning of the criteria of the AFEP-MEDEF Code as assessed by the Board of Directors.

It is specified that two members are part of the Bettencourt Meyers family and one member is from Nestlé.

2018 MAIN ACTIVITIES

MAIN REMITS

Providing insight, through its analyses, into the strategic s orientations submitted to the Board. Monitoring the implementation and advancement of significant s operations in progress and ensuring that the main financial balances are maintained. Examination of the main strategic lines of development, options s or projects presented by the General Management, and their economic and financial consequences, opportunities for acquisitions and financial transactions liable to significantly change the balance sheet structure. Verification of the integration of the Company’s commitments s with regard to Sustainable Development, in light of the challenges specific to the Group’s business activities and its objectives. Examination of the proposed strategic orientations defined by s the Board with a view to consultation of the Central Works Council.

Analysis of turnover and update on the business. s Update on changes in the market place and on s the competition. Analysis of the performance of the latest product launches. s Examination of the Group’s strategic development prospects. s Review of the main acquisition projects, and follow-up of s recent acquisitions. Update on the situation of the Group: Sharing Beauty With s All CSR programme.

REGISTRATION DOCUMENT / L'ORÉAL 2018

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