L'Oréal - 2018 Registration Document

Corporate Governance ORGANISATION AND MODUS OPERANDI OF THE BOARD OF DIRECTORS

APPOINTMENTS AND GOVERNANCE COMMITTEE

Independence* 50 %

Number of meetings in 2018

Attendance rate (average 93 %)

Date of appointment to the Committee

COMPOSITION

Ms. Sophie Bellon (Chairwoman)

100% 100%

2016 2017

◆

Mr. Paul Bulcke Mr. Patrice Caine

5

67%

(July) 2018

◆

2

Mr. Jean-Pierre Meyers

100%

2007

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

The Chairman and Chief Executive Officer can attend Committee meetings except with regard to any matters on the agenda that concern him directly.

2018 MAIN ACTIVITIES

MAIN REMITS

Reflections and recommendations to the Board with regard to s the methods of performance of General Management and the status of the executive officers. Issuing an opinion on proposals made by the Chairman of the s Board of Directors for appointment of the Chief Executive Officer, where applicable. Preparation and annual review of succession plans for the s corporate officers in the event of an unforeseen vacancy. Proposal to the Board of new Directors. s Examination of the classification as independent Director which s is reviewed by the Board every year. Verification of the due and proper application of the Code of s Corporate Governance to which the Company refers (AFEP-MEDEF Code). Discussion on governance issues related to the functioning and s organisation of the Board. Conducting the reflection process with regard to the s Committees that are in charge of preparing the Board’s work. Preparation for the decisions by the Board with regard to s updating its Internal Rules. Evaluation of the modus operandi of the Board. s

Recommendation to the Board on the performance s methods of General Management following the renewal of Mr Agon’s term of office. Reflection on the composition of the Board (diversity, s complementary of profiles, skills, expertise, gender parity, combining of offices, etc.) and proposal of a skills matrix for Directors. Selection and interviews with candidates and proposals to s the Board for validation. Reflection on composition of the Board Committees and s proposals. Proposal to the Board concerning training for the Directors s representing employees for 2019. Examination of the independence of each of the Directors s in light of the criteria set out in the AFEP-MEDEF Code. Determination of the terms and conditions of the annual s evaluation of the Board. Review of the succession plans for the purpose of ensuring s the continuity of General Management in the event of an unforeseen vacancy and in the medium-term. Review of the key positions in the organisation from the s perspective of ensuring the continuity of business activities (in the short-term). Analysis of the Senart-Notat Report: “L’entreprise, objet s d’intérêt collectif” [Companies, subjects of collective interest]. Review of the draft amendments to the AFEP-MEDEF Code s submitted for public consultation. Analysis of the 2018 reports of the AMF and the Haut s Comité de Gouvernement d’Entreprise (High Committee on Corporate Governance). Analysis of the 2018 voting policies of investors and proxy s advisors with regard to governance topics (composition of the Board, balance of powers, terms of office, independence of Directors, etc.). Review of the amendments made to the Internal Rules in s response to the June 2018 update to the AFEP-MEDEF Code.

REGISTRATION DOCUMENT / L'ORÉAL 2018

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