L'Oréal - 2018 Registration Document

2 Corporate Governance

COMPOSITION OF THE BOARD OF DIRECTORS

The Directors who qualify as independent in light of the criteria defined by the AFEP-MEDEF Code A member of the Board is considered as independent when he/she does not maintain any relationship of any kind with the Company, its Group or its management which could interfere with his/her freedom of judgement. With this in mind, the criteria which guide the Board in determining whether a member can qualify as independent are the following criteria specified by the AFEP-MEDEF Code: the member must not be an employee or executive officer s of the Company, employee or a corporate officer or Director of a company that is consolidated by the Company, an employee, corporate officer or Director of its parent company or of a company consolidated by that parent company and must not have held any of these positions during the previous five years; the member must not be an executive officer of a company s in which the Company directly or indirectly holds the office of Director or in which an employee designated as such or an executive officer of the Company (either currently or having performed such duties within the last five years) holds an office as Director; the member must not be a customer, supplier, investment s banker, financial banker, or advisor who is important to the Company or its Group, or for whom the Company or its Group represents a significant proportion of business; the member must not have any close family links with a s corporate officer; the member must not have been the Company’s Statutory s Auditor over the five previous years; the member must not have been a Director of the s Company for more than twelve years.

As soon as they took up their office, they benefited from a training programme provided by an external body concerning, in particular, the role and functioning of the Board of Directors, the rights and obligations of Directors and their liability. Like any new Director, the Directors representing the employees followed an induction course intended to perfect their knowledge of the Company’s organisation and activities, which involved in particular individual interviews with the Group’s main senior managers. Ms Ana Sofia Amaral and Mr Georges Liarokapis have been members of the Human Resources and Remuneration Committee and the Audit Committee, respectively, since 2015. They receive attendance fees based on the same allocation rules as other Directors. The components of their remuneration as employees are not published. The balance of powers on the Board is ensured through a very precise definition and sharing of the tasks to be carried out by everyone. All the Directors receive information on an ongoing basis and have suitable means for the performance of their duties. They all have a duty of acting with due care and attention and participate, in total independence, in the decisions and work of the Board and, where applicable, its Committees. They are all required to comply with the rules in force with regard to conflicts of interest. Independent Directors 2.2.1.4 All the Directors of L’Oréal have freedom of judgment

At its meeting on 5 December 2018, the Board of Directors examined, on a case-by-case basis, the situation of each of the members concerned in light of the independence criteria provided for in the AFEP-MEDEF Code.

No significant business relationships

Not a Statutory Auditor

Not an employee or executive officer

No cross- directorships

No family links

Not a Director for more than 12 years

Classification adopted

Ms Sophie Bellon Mr Patrice Caine Mr Axel Dumas Ms Belén Garijo Mr Bernard Kasriel Ms Virginie Morgon Ms Eileen Naughton

Yes Yes Yes Yes Yes Yes Yes

Yes Yes Yes Yes Yes Yes Yes

Yes Yes Yes Yes Yes Yes

Yes Yes Yes Yes Yes Yes Yes

Yes Yes Yes Yes Yes Yes Yes

Yes Independent Yes Independent Yes Independent Yes Independent No (2) Independent Yes Independent Yes Independent

Yes (1)

(1) Based on the work carried out by the Appointments and Governance Committee, the Board of Directors analysed on 5 December 2018, as it does every year, the financial flows that took place during the financial year between L’Oréal and companies in which the Directors who qualify as independent also hold an office or perform duties. As to the significance of the business relationship, and in keeping with AMF recommendations, the Board of Directors carried out a quantitative and qualitative analysis, adopting a wide multi-criteria approach (duration and continuity, importance of the business relationship for L’Oréal and the Director, and organisation of the relationship).

REGISTRATION DOCUMENT / L'ORÉAL 2018

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