L'Oréal - 2018 Registration Document

Corporate Governance

even if such conflict is only potential, and must refrain from participating in the corresponding deliberations. The Directors inform the Board every year of the offices and positions they hold in other companies and of any conflicts of interest, even if they are only potential, that they have identified (see Annual Report on independence under Article 4.4). The Board furthermore discusses every year the assessment of whether or not the business relationships maintained between the companies in which the Directors hold their offices and the Company are significant. It reports on its evaluation in the Registration Document. of information The Director must devote the necessary time and attention to his/her duties. He/she must limit the number of offices held so as to ensure his/her availability. A Director must not hold more than four other terms of office in listed companies outside the Group, including foreign companies. The Director concerned is given enough time to bring his/her situation into compliance with this rule, where required. The Director must keep the Board informed of the terms of office held in other companies, including his/her participation on the Board Committees of such French or foreign companies. An executive officer must not hold more than two offices as Director in listed companies outside the Group, including foreign companies. The Director must ask for the Board’s opinion before accepting a new corporate office in a listed company. Each Board member undertakes to be diligent: by attending all Board meetings, where necessary by s means of videoconference or telecommunication facilities, except in the case of a major impediment; by attending, wherever possible, all the General s Shareholders’ Meetings; by attending the meetings of the Board Committees of s which he/she is a member. The Corporate Governance Report gives shareholders all useful information on the Directors’ individual participation in these sessions and meetings. In connection with decisions to be made, the Director must ensure that he/she has all the information he/she considers as essential for the smooth conduct of the work of the Board or the Committees. If this information is not made available to him/her, or he/she considers that it has not been made available, he/she must request such information from the Chairman of the Board who is required to ensure that the Directors are in a position to perform their duties. Obligation of diligence and provision 3.3

The Chairman oversees the work of the Company’s bodies responsible for corporate governance and ensures, in particular, that the Directors are able to perform their duties. He may ask for the communication of any document or information that is likely to assist the Board of Directors in preparing for its meetings. The Chairman of the Board must use his best efforts to promote the values and image of the Company at all times. He expresses his views in that capacity. He is provided with the material resources required to perform his duties. The Chairman of the Board takes care, particularly in the event of separation of roles, to develop and maintain a trustful and regular relationship between the Board and the General Management, in order to guarantee continuous, ongoing implementation by the General Management of the orientations defined by the Board. with regulatory texts, recommendations and obligations Each of the members of the Board declares that they have read the following documents: the Company’s Articles of Association; s the legal and regulatory texts that govern French s sociétés anonymes within the framework of the functioning of a Board of Directors and in particular the rules relating to: the number of offices that may be held simultaneously, • the agreements and transactions concluded • between the Director and the Company, the definition of the powers of the Board of Directors, • the holding and use of inside information, which are • set out hereafter in point 3.6., the recommendations defined in the AFEP-MEDEF • Code; L’Oréal’s Code of Ethics; s L’Oréal’s Stock Market Code of Ethics; s and the provisions of these Rules. s of the Company The Directors are required to act in all circumstances in the interest of the Company and all its shareholders. The Directors are under the obligation of notifying the Board of all situations constituting a conflict of interest, RIGHTS AND OBLIGATIONS 3. OF THE DIRECTORS Knowledge of and compliance 3.1 Respect for the interests 3.2

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REGISTRATION DOCUMENT / L'ORÉAL 2018

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