L'Oréal - 2018 Registration Document

2 Corporate Governance

ORGANISATION AND MODUS OPERANDI OF THE BOARD OF DIRECTORS

AUDIT COMMITTEE

Independence* 60 %

Number of meetings in 2018

Attendance rate (average 100%)

Date of appointment to the Committee

COMPOSITION

Ms. Virginie Morgon (Chairwoman)

100 % 100 % 100 % 100 % 100 % 100 %

2013 2016

◆ ◆ ◆

Ms. Sophie Bellon Mr. Axel Dumas

2018 (May)

4

Ms. Béatrice Guillaume-Grabisch

2016 2015 2014

Mr. Georges Liarokapis Mr. Jean-Victor Meyers

Employee Director

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

The committee is chaired by Ms. Virginie Morgon, an independent Director who has recognised financial expertise. The members of the Audit Committee have the necessary financial and accounting skills due to their professional experience and their good knowledge of the Group’s accounting and financial procedures. The Statutory Auditors attend meetings, except for discussions on items that concern them.

The Committee meets at least twice a year without management presence, with the participation of the Statutory Auditors. The Committee did not deem it appropriate to call upon outside expert. The Chairman and Chief Executive Officer is not a member of the Committee.

2018 MAIN ACTIVITIES

MAIN REMITS

Review of annual, interim results and balance sheet. s Review of Statutory Auditors’ Reports. s Review of the Statutory Auditors’ 2018 audit plan and the s results of the audits carried out, their recommendations and the follow-up actions taken, as part of the statutory audit of the accounts. Review of the audits carried out by the Statutory Auditors s with regard to CSR information, enlargement of the audit scope and improvement of data reliability making it possible to issue a voluntary reasonable assurance report on an array of indicators. Approval by the Audit Committee of non-audit services. s Monitoring of Internal Audit activities, including CSR s commitments. Internal Control: review by the Board of the measures taken s to enhance Internal Control. Review of the Vigilance Plan (law No. 2017-399 on the duty s to act with due care). Assessment of the anti-corruption programme s Assessment of compliance with the European General s Data Protection Regulation (GDPR). Review of legal risks and potential litigation and of major s events that could have a significant impact on L’Oréal’s financial situation and on its assets and liabilities. Monitoring of the business plan for major acquisitions. s Cybersecurity: assessment of the measures deployed s Assessment of procedures in place for combating s counterfeiting Description of the work on the Non-Financial Information s Statement (Order of 19 July 2017)

Monitoring of the process for preparation of financial information. s Monitoring of the statutory audit of the annual and consolidated s accounts by the Statutory Auditors. Review of the audit plans and the Statutory Auditors’ work s programme and the findings of their audits. Monitoring of the Statutory Auditors’ independence. s Approval of non-audit services. s Monitoring of the efficiency of the Internal Control and risk s management systems. Warning role with regard to the Chairman of the Board in the s event of detection of a substantial risk which in its view is not adequately taken into account. Monitoring the Group’s main risk exposures and sensitivities. s Review of the programme and objectives of the Internal Audit s Department and the Internal Control system methods and procedures used. Annual review of the section of the Management Report on risk s factors and Internal Control and risk management procedures.

REGISTRATION DOCUMENT / L'ORÉAL 2018

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