LOREAL_Registration_Document_2017

2 Corporate governance *

ORGANISATION AND MODUS OPERANDI OF THE BOARD OF DIRECTORS

ORGANISATION AND MODUS OPERANDI OF THE BOARD 2.3. OF DIRECTORS

GENERAL INFORMATION ON THE MEETINGS OF THE BOARD OF DIRECTORS AND 2.3.1. ITS COMMITTEES IN 2017

of the executive officer, the Directors representing the employees or any other Group employees (executive session). The committees prepare for the discussions and deliberations by the Board. Board meetings are generally held in the presence of senior managers of the Company invited to attend on the basis of topical developments at L’Oréal and many aspects of its strategy. In an open, constructive dialogue, exchanges of views, in confidence, contribute to the quality of the Directors’ work. With their complementary expertise and freedom of judgment, the Directors collectively ensure that the measures adopted contribute to implementation of L’Oréal’s strategy. The discussions on the Board, encouraged by the Chairman, take place transparently and in great detail.

Committed Directors, with in-depth 2.3.1.1. knowledge of the Company The preparation and holding of the meetings of the Board of Directors and its Committees require increasing availability and significant investment by the Directors. L’Oréal’s Directors are regularly informed of all the Company’s activities and its performances in a highly competitive universe. The Directors can propose any subject that is appropriate for good governance for inclusion on the agenda for the work by the Board and its Committees with complete independence. The Directors meet at least once a year without the presence

Skills and expertise of members of the Board of Directors

All L’Oréal Directors provide the Board of Directors with:

Good judgement s Ethics s Concern for the interests of the Company s Strategic vision s

A sense of innovation and entrepreneurship s International experience s Experience of the functioning of Governance bodies s

L’Oréal’s Directors complement one another on account of their different professional experience and business undertakings. Their individual skills and expertise cover the following fields related to L’Oréal's strategy:

7 Directors

Knowledge of cosmetic industry and of L’Oréal

General management experience in international companies

10 Directors

Knowledge of consumers

9 Directors

10 Directors

Financial expertise

6 Directors

Digital/New technologies/e-commerce/Retail

7 Directors

Industrial expertise/Research/Innovation

HR, labour relations, sustainable development, societal commitment

10 Directors

Assiduous Directors 2.3.1.2. In 2017, the Board met 7 times. The attendance rate at Board meetings was 96.4% on average. The attendance rate at Board Committee meetings is specified below. The allocation of attendance fees, based on the rate of attendance by each of the Directors at Board meetings and

presence at the meetings of its various committees, is described in section 2.4. The rules on the breakdown of attendance fees allocated in respect of the 2017 financial year take into account the recommendations of the AFEP-MEDEF Code, with a predominant overall variable portion taking account of the rate of attendance at meetings of the Board and its Committees.

REGISTRATION DOCUMENT / L'ORÉAL 2017

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