LOREAL_Registration_Document_2017

2 Corporate governance *

ORGANISATION AND MODUS OPERANDI OF THE BOARD OF DIRECTORS

HUMAN RESOURCES AND REMUNERATION COMMITTEE

COMPOSITION

Mr. Charles-Henri Filippi (Chairman) • Mrs. Ana-Sofia Amaral • Mr. Paul Bulcke •

• • •

Mrs. Belén Garijo

Mr. Jean-Pierre Meyers Mrs. Eileen Naughton

The number of independent Directors is 3 out of 5, namely 60% (excluding the Director representing the employees). A Director representing the employees, Mrs. Ana Sofia Amaral, is a member of this committee. In 2017, the committee met 5 times with an attendance rate of 97%. The Chairman and Chief Executive Officer can attend Committee meetings except with regard to any matters on the agenda that concern him directly.

MAIN REMITS

2017 MAIN ACTIVITIES

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

Analysis of the performance of the executive officer in 2016 and s communication to the Board of a recommendation with regard to setting the annual variable remuneration for 2016, and the targets and weightings for 2017. Reflection concerning the structure of the executive officer's annual variable s remuneration and targets objectives for 2018. Analysis of the 2017 voting policies of investors and proxy advisors s concerning remuneration issues. Say on Pay: preparation of the draft resolutions proposed to the Annual s General Meeting of 20 April 2017 ( ex ante vote on the remuneration policy for 2017 and ex post vote on the components of remuneration paid to the executive officer for 2016) and review of the proposed resolutions for the Annual General Meeting of 17 April 2018. Delivery of the Long-Term Incentives (LTI) plans: recording of the s performances relating to 2013 ACAs plan. Long-Term Incentives plans: preparation of the ACAs plan of 20 April 2017. s Proposal for a grant to the executive officer. Reflection on the principles for implementing a worldwide employee share s ownership plan. Directors' attendance fees: breakdown of 2017 attendance fees and s recommendation for the policy and scales applicable in 2018. Preparation of the draft resolution submitted to the Annual General Meeting of 17 April 2018. Defined benefit pension scheme: application of the provisions resulting from s the law of 6 August 2015 and proposal for the performance conditions for the executive officer. Ethics: presentation of the Activity Report and identification of watch points. s

CHANGES PLANNED FOR 2018

Subject to a favourable vote by the Annual General Meeting of 17 April 2018 on appointments and renewals, the composition of the Human Resources and Remuneration Committee will be as follows: Mrs. Sophie Bellon (Chairwoman) • Mrs. Ana-Sofia Amaral* • Mr. Paul Bulcke • Mrs. Belén Garijo • Mr. Jean-Pierre Meyers • Mrs. Eileen Naughton •

* The term of Mrs Ana Sofia Amaral as Employee Director ends on 17 April 2018. It is up to Instance Européenne de Dialogue Social (European Works Council) to renew the term of office of Mrs Amaral or to appoint a new Employee Director for another term of four years.

REGISTRATION DOCUMENT / L'ORÉAL 2017

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