L'Oréal - 2018 Registration Document

1 Presentation of the Group Integrated report THE L’ORÉAL GROUP: FUNDAMENTALS

Activities of the Board and its committees in 2018 The Board of Directors fully assumes its role in defining the Group’s strategic orientations. Thanks to an open and constructive dialogue with the General Management and regular meetings with management, the Directors are completely up-to-date with L’Oréal’s economic reality and fully informed of all the Company’s activities, its performances and the challenges it faces. They examine the main areas and opportunities for long-term development and acquisitions in particular.

The Directors make sure that the decisions taken contribute to implementation of the strategy. Wishing to continually enhance its role of reflecting on issues and providing support with regard to strategic decision-making, the Board carried out an evaluation of its modus operandi and organisation in 2018, as it has done every year since 1996 (see Section 2.3.4 “Board of Directors Self-assessment”).

BOARD OF DIRECTORS

7 meetings in 2018 and 3-day Strategic Seminar in Shanghai 92% attendance rate

Main work in 2018: C orporate governance : study of the draft resolutions on the renewal of tenures and appointments; organisation of the General Management and s reappointment of Mr Jean-Paul Agon as Chairman and Chief Executive Officer; information on the expectations of investors and vote consulting companies; assessment of the Board’s functioning; R emuneration policy for executive officers and Human Resources : validation of the remuneration policy and the amounts due or awarded to s Mr Jean-Paul Agon; Employee shareholding plan; assessment of the diversity and cohesion policy; B usiness activity and results : systematic review of the business activity and results, sales and market share analysis; information on the cosmetics s market; monitoring of new consumption trends (e-commerce, etc.); information on risk management and the cyber security programme; S trategy: development challenges (by zone and by business segment); monitoring of the results of the digital transformation; change in distribution s networks and e-commerce; acquisitions and licences (projects and monitoring of business plans); Human Resources policy; Ethics; S trategic Seminar in Shanghai in June 2018 s

STRATEGY AND SUSTAINABLE DEVELOPMENT COMMITTEE

APPOINTMENTS AND GOVERNANCE COMMITTEE

HUMAN RESSOURCES AND REMUNERATION COMMITTEE

AUDIT COMMITTEE

4 meetings 100% attendance rate

4 meetings 100% attendance rate

5 meetings 93% attendance rate

3 meetings 95% attendance rate

Main activities in 2018

Main activities in 2018

Main activities in 2018

Main activities in 2018

Review of the accounts and s financial situation Risk review and monitoring s Review of Internal Control and s Internal Audit Monitoring of the business plan s for acquisitions Approval of non-audit services. s Review of Statutory Auditors’ s Reports Review of the Vigilance Plan s Assessment of the corruption s prevention programme European GDPR (General Data s Protection Regulation) regulation: assessment of compliance Cyber security: assessment s of the measures deployed Fight against counterfeiting: s assessment of the policies deployed

Analysis of sales, update on s business activities, markets and competition Analysis of the performance s of the latest product launches Examination of the Group’s s strategic development prospects Review of the main acquisition s projects, and review of recent acquisitions Update on the progress of s the Group’s Sharing Beauty With All CSR programme

Reflection on the composition s of the Board and its committees Review of the succession plans s Review of the independence of s Directors Organisation and annual s evaluation of the modus operandi of the Board General Management exercise s modalities: recommendation to continue to combine the functions following the reappointment of Mr. Agon Topical issues with regard to s Governance (AFEP-MEDEF Code updated in June 2018, Reports Diversity policy applied to the s Board of Directors: objectives and 2018 results Review of the voting policies s of the main investors and proxy advisors Amendment to the Internal Rules s by the AMF and the Haut Comité de Gouvernement d’Entreprise , etc.)

Assessment of the voting policies of s the main investors and proxy advisors on compensation, with a view to the Annual General Meeting Assessment of the performance of the s Chairman and Chief Executive Officer in 2017 Recommendations concerning the 2018 s remuneration policy Recommendations concerning s the bonus structure and objectives for the Chairman & CEO for 2018 Preparation of the Say On Pay resolutions s (ex ante and ex post) Preparation of the resolution with regard s to the pension plan provisions for the period of the renewed corporate office of Mr. Agon Long Term Incentive policy (Preparation of s the draft resolution, 2018 Plan, proposed award of performance shares to the Chairman and Chief Executive Officer) Diversity: Policy developed internally s and results obtained Distribution of attendance fees s Employee shareholding plan: discussions, s proposals and monitoring.

REGISTRATION DOCUMENT / L'ORÉAL 2018

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