L'Oréal - 2018 Registration Document

Corporate Governance PREAMBLE

Appointment of an Internal Stock Market 3.6.5. Ethics Advisor L’Oréal has appointed an “Internal Stock Market Ethics Advisor.” He is responsible for assisting, in confidence, any person who so requests, with the analysis and assessment of their situation, without prejudice to the principle of personal accountability. of shares In accordance with the AFEP-MEDEF Code and independently of any obligation to hold shares under the Articles of Association, the Directors must personally be shareholders of the Company and hold a significant number of shares. Each Director shall own at least 1,000 shares in the Company. On the date of his/her appointment by the Annual General Meeting, every Director must hold at least 500 shares, with the remainder to be acquired at the latest within the next 24 months. The decision as to whether the shares held by the Director should be registered or deposited, in full or in part, is the responsibility of the Director. This stock ownership obligation is not applicable to the Directors representing the employees. 4.1 The Board is convened by any appropriate means. Notices convening a meeting may be transmitted by the Secretary of the Board of Directors. They are sent in writing at least eight days prior to each meeting, except in particular circumstances. The notices specify the venue of the meeting, which may be the registered head office or any other venue. All the documents that are necessary to inform the Directors about the agenda and about any questions submitted to the Board for review are enclosed with the notice convening the meeting or are sent or provided to them within a reasonable period of time, prior to the meeting. These documents may be provided to them on a secure digital platform, within a reasonable period of time prior to the meeting. They may in exceptional cases be provided at the meeting. Holding of a minimum number 3.7 MODUS OPERANDI OF THE BOARD 4. OF DIRECTORS Convening the Board of participation The Board meets as often as required in the best interest of the Company, and at least five times per year. The dates of the Board meetings for the following year are set no later than the beginning of the summer, except in the case of Extraordinary Meetings. Board meetings and method 4.2

The frequency and length of Board meetings must be such that they allow for an in-depth review and discussion of the matters that fall within the scope of the remits of the Committees. The Directors meet once a year without the presence of the executive officer, the Directors representing the employees or any other Group employee. In accordance with the legal and regulatory provisions and with Article 9 paragraph 2 of the Articles of Association, Directors who take part in Board meetings by means of videoconference or telecommunication facilities are deemed to be present for the purpose of calculating the quorum and the majority. These means must guarantee simultaneous, continuous retransmission of the debates. However, these means of participation are excluded when the Board so decides and in any event when it decides with regard to closing of the Company’s parent company and consolidated financial statements and on the preparation of the Management Report. A Director who participates by means of videoconference or teletransmission must ensure that the confidentiality of the debates is preserved. The attendance register mentions the Board members who attend Board meetings by means of videoconference or telecommunication facilities, with the Secretary of the meeting having the task of initialling the register for them. The minutes of the meeting mention the use of videoconference or telecommunication facilities and the name of each person who participated in the Board by such means. The minutes also indicate whether any technical incidents occurred during a meeting held by means of videoconference or telecommunication facilities, if such incidents disrupted the course of the meeting. The minutes of the deliberations include a summary of the debates and specify the decisions that were made. They mention the questions raised or the reservations expressed by participants. The draft minutes of the last Board meeting are sent or given to all the Directors at the latest on the date when the next meeting is convened. The Secretary of the Board is empowered to issue and certify copies or extracts of the minutes of Board meetings. 4.4 The Secretary is appointed by the Board. He/she assists the Chairman in organising the Board’s work and in particular with regard to the definition of the annual work programme and the dates of Board meetings. The Secretary of the Board Minutes of the Board meetings 4.3 Minutes are prepared for each Board meeting.

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REGISTRATION DOCUMENT / L'ORÉAL 2018

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