LOREAL_Registration_Document_2017

Corporate governance * ORGANISATION AND MODUS OPERANDI OF THE BOARD OF DIRECTORS

APPOINTMENTS AND GOVERNANCE COMMITTEE

COMPOSITION

Mrs. Sophie Bellon (Chairwoman) • Mr. Paul Bulcke •

•

Mr. Charles-Henri Filippi Mr. Jean-Pierre Meyers

• The number of independent Directors is 2 out of 4, namely 50%. The committee met 4 times in 2017 with an attendance rate of 100%. The Chairman and Chief Executive Officer can attend Committee meetings except with regard to any matters on the agenda that concern him directly.

2

MAIN REMITS

2017 MAIN ACTIVITIES

Reflections and recommendations to the Board with regard to s the methods of performance of General Management and the status of the executive officers. Issuing an opinion on proposals made by the Chairman of the s Board of Directors for appointment of the Chief Executive Officer, where applicable. Preparation of succession plans for the executive officers in the s event of an unforeseen vacancy. Proposal to the Board of new Directors. s Examination of the classification as independent Director which s is reviewed by the Board every year. Verification of the due and proper application of the Code of s Corporate Governance to which the Company refers (AFEP-MEDEF Code). Discussion on governance issues related to the functioning and s organisation of the Board. Conducting the reflection process with regard to the s committees that are in charge of preparing the Board’s work. Preparation for the decisions by the Board with regard to s updating its Internal Rules.

Analysis of the 2017 voting policies of investors and proxy s advisors with regard to governance topics (composition of the Board, balance of powers, tenures, independence of Directors, etc. ). Reflection on the composition of the Board (diversity, s complementary of profiles, skills, expertise, gender parity, combining of offices, etc. ). Selection and interviews with candidates and proposals to s the Board for validation. Reflection on composition of the Board Committees and s proposals. Proposal to the Board concerning training for the Directors s representing employees for 2018. Examination of the independence of each of the Directors s in light of the criteria set out in the AFEP-MEDEF Code. Determination of the terms and conditions of the annual s evaluation of the Board. Analysis of the 2017 reports of the AMF and the Haut s Comité de Gouvernement d’Entreprise (High Committee on Corporate Governance). Review of the succession plans with a view to ensuring the s continuity of General Management. Review of the key positions in the organisation from the s perspective of ensuring the continuity of business activities (in the short-term). Review of the change to the Internal Rules with regard to s the missions of the Audit Committee (European regulation No. 537-2014) and the appointment of an internal stock market ethics advisor.

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 Appointments and Governance Committee will be as follows: Mrs. Sophie Bellon (Chairwoman) • Mr. Paul Bulcke • Mr. Patrice Caine • Mr. Jean-Pierre Meyers •

REGISTRATION DOCUMENT / L'ORÉAL 2017

71