L'Oréal - 2018 Registration Document

2 Corporate Governance

ORGANISATION AND MODUS OPERANDI OF THE BOARD OF DIRECTORS

HUMAN RESOURCES AND REMUNERATION COMMITTEE

Independence* 60 %

Number of meetings in 2018

Attendance rate (average 95%)

Date of appointment to the Committee

COMPOSITION

Ms. Sophie Bellon (Chairwoman)

100 % 100 % 100 %

2018 2015 2017 2015 2007 2017

◆

Ms. Ana Sofia Amaral

Employee Director

Mr. Paul Bulcke Ms. Belén Garijo

3

67 %

◆

Mr. Jean-Pierre Meyers Ms. Eileen Naughton

100 % 100 %

◆

* 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

Making proposals relating to the remuneration of the Chairman s of the Board of Directors and that of the Chief Executive Officer, where applicable. Setting of the total amount of attendance fees to be submitted s to the Annual General Meeting and the method of distribution. Determination of the policy for Long-Term Incentive plans, in s particular through plans for free grants of shares or performance shares (ACAs). Monitoring of the Human Resources policy: employee relations, s recruitment, diversity, etc. Monitoring of the application of the Code of Ethics in the s Company.

Analysis of the performance of the executive officer in 2017 s and communication to the Board of a recommendation with regard to setting the annual variable remuneration for 2017, and the targets and weightings for 2018. Reflection concerning the structure of the executive officer’s s annual variable remuneration and targets objectives for 2019. Analysis of the 2018 voting policies of investors and proxy s advisors concerning remuneration issues. Say on Pay: preparation of the draft resolutions proposed s to the Annual General Meeting of 17 April 2018 ( ex ante vote on the remuneration policy for 2018 and ex post vote on the components of remuneration paid to the executive officer for 2017) and review of the proposed resolutions for the 2019 Annual General Meeting. Defined-benefit pension scheme: preparation of the s resolution on pension benefits (Art. L. 225-22-1 of the French Commercial Code) and proposal for the performance conditions for the executive officer. Delivery of the Long-Term Incentives (LTI) plans: recording s of the performances relating to 2014 ACAs plan. Long-Term Incentive plans: review of the draft resolution in s preparation for the 2018 Annual General Meeting and preparation of the ACAs plan of 17 April 2018. Proposal for a grant to the executive officer. Monitoring of establishment of the global employee s shareholding plan launched in June 2018. Directors’ attendance fees: breakdown of 2018 attendance s fees and recommendation for the policy and scales applicable in 2019. Diversity and gender balance policy: presentation of the s various levers and results obtained, specifically with regard to the equal number of men and women in management bodies (1) .

The results in terms of gender balance in the top 10% most responsible positions are presented in chapter 3 of this document, "L'Oréal and equity," (1) section 3.3.2.6.

REGISTRATION DOCUMENT / L'ORÉAL 2018

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