LOREAL_Registration_Document_2017

2 Corporate governance *

ORGANISATION AND MODUS OPERANDI OF THE BOARD OF DIRECTORS

Diversity 2.1.2. The Board considers the issue of the desirable balance of its composition and that of its committees, notably in the representation of men and women, nationalities and diversity of skills. The objectives, terms and conditions and results of its policy in this area are made public in the Report of the Chairman approved by the Board and included in the Registration Document. Renewal of tenures 2.1.3. The length of the term of office of Directors is four years. However, the staggering of the terms of office is organised in order to avoid renewal of too many Directors all at once and favour the harmonious renewal of the Directors. In principle, it is agreed by the Board members that all Directors will tender their resignation to the Board prior to the General Shareholders’ Meeting following their 73rd birthday and that they will no longer apply for renewal of their tenure if this rule does not enable them to perform their office for at least two years. In any event, in accordance with French law and the Articles of Association, the total number of Directors who are over 70 years of age may not exceed one third of the Directors in office. 2.2. The Board of Directors must elect a Chairman from among its members. The Chairman of the Board organises and oversees the Board’s work and reports thereon to the General Shareholders’ Meeting. He sets the dates and the agenda for Board meetings and leads the discussions. The Chairman is actively involved in defining the Company’s growth strategy and encourages and strengthens, inter alia , links between the Company and the main market players. The Chairman oversees the work of the Company’s bodies responsible for corporate governance and ensures, in particular, that the Directors are able to perform their duties. He may ask for the communication of any document or information that is likely to assist the Board of Directors in preparing for its meetings. The Chairman of the Board must use his best efforts to promote the values and image of the Company at all times. He expresses his views in that capacity. He is provided with the material resources required to perform his duties. The Chairman of the Board takes care, particularly in the event of separation of roles, to develop and maintain a trustful and regular relationship between the Board and the General Management, in order to guarantee continuous, ongoing implementation by the General Management of the orientations defined by the Board. The Chairman of the Board

Upon a proposal by the Chief Executive Officer, the Board may appoint one or more individuals responsible for assisting the Chief Executive Officer, who will hold the corporate office of Deputy Chief Executive Officer(s). The duties of the General Management 1.2.3. Whatever the form of organisation chosen (Chairman and Chief Executive Officer or Chief Executive Officer), the General Management is required to provide each Director with all the documents and information required to carry out their duties. More specifically, the General Management provides the Board members with useful information in connection with the preparation of meetings, or at any time during the life of the Company if the importance or urgency of the information so requires. This provision of ongoing information also includes any relevant information concerning the Company, and in particular press articles and reports containing financial analysis. The General Management gives the Board and its Committees the possibility to meet with the senior managers of L’Oréal within the strict framework of their remits and duties. In consultation with the General Management, the Board and the Committees may use external consultants if they consider it necessary. The Board is informed, at the time of closing of the annual financial statements and the review of the interim financial statements or at any other time if necessary, of the Company’s financial situation and cash position. provide their expertise and professional experience; s are required to act with due care and attention and s participate actively in the work and discussions of the Board; have complete freedom of judgement. s This freedom of judgement enables them in particular to participate, in total independence, in the decisions and work of the Board, and, where appropriate, of its committees. Independence 2.1.1. The Board reviews the independence of each of its members every year, after obtaining the opinion of the Appointments and Governance Committee, in particular in light of the independence criteria in the AFEP-MEDEF Code and taking account of the specificities of L’Oréal. The findings of this evaluation are reported to the shareholders and made available to the general public. COMPOSITION OF THE BOARD 2. The Directors 2.1. The Directors of the Company:

REGISTRATION DOCUMENT / L'ORÉAL 2017

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