LOREAL_Registration_Document_2017

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

3.

RIGHTS AND OBLIGATIONS OF THE

A Director must not hold more than four other terms of office in listed companies outside the Group, including foreign companies. The Director concerned is given enough time to bring his/her situation into compliance with this rule, where required. The Director must keep the Board informed of the terms of office held in other companies, including his/her participation on the Board Committees of such French or foreign companies. An executive officer must not hold more than two tenures as Director in listed companies outside the Group, including foreign companies. The Director must ask for the Board’s opinion before accepting a new corporate office in a listed company. Each Board member undertakes to be diligent: by attending all Board meetings, where necessary by s means of videoconference or telecommunication facilities, except in the case of a major impediment; by attending, wherever possible, all the General s Shareholders’ Meetings; by attending the meetings of the Board Committees of s which he/she is a member. In connection with decisions to be made, the Director must ensure that he/she has all the information he/she considers as essential for the smooth conduct of the work of the Board or the committees. If this information is not made available to him/her, or he/she considers that it has not been made available, he/she must request such information from the Chairman of the Board who is required to ensure that the Directors are in a position to perform their duties. 3.4. All the Directors, and in particular those representing the employees, may benefit, on their appointment or throughout their directorship, from the appropriate training programmes for the performance of the office. These training programmes are organised and proposed by the Company and are provided at its expense. Training for Directors confidentiality The Directors undertake not to express themselves individually other than in the internal deliberations of the Board on questions raised at Board meetings. Outside the Company, only collegial expression is possible, particularly in the form of releases intended to provide the markets with information. With regard to information not in the public domain to which the Director has access as a result of his duties, the Director must consider him/herself to be bound by strict professional confidentiality, which is more demanding than the mere legal obligation of discretion. This obligation applies to all persons called on to attend Board meetings, and covers all information of a confidential nature and all Obligation of reserve and 3.5.

DIRECTORS

Knowledge of and compliance with regulatory texts, recommendations and obligations Each of the members of the Board declares that they have read the following documents: the Company’s Articles of Association; s the legal and regulatory texts that govern French s sociétés anonymes within the framework of the functioning of a Board of Directors and in particular the rules relating to: the number of offices that may be held • simultaneously; the agreements and transactions concluded • between the Director and the Company; the definition of the powers of the Board of Directors; • the holding and use of inside information, which are • set out hereafter in point 3.6.; the recommendations defined in the AFEP-MEDEF • Code; L’Oréal’s Code of Ethics; s L’Oréal's Stock Market Code of Ethics; s and the provisions of these Rules. s 3.1. Company The Directors are required to act in all circumstances in the interest of the Company and all its shareholders. The Directors are under the obligation of notifying the Board of all situations constituting a conflict of interest, even if such conflict is only potential, and must refrain from participating in the corresponding deliberations. The Directors inform the Board every year of the offices and positions they hold in other companies and of any conflicts of interest, even if they are only potential, that they have identified (see Annual Report on independence under Article 4.4). The Board furthermore discusses every year the assessment of whether or not the business relationships maintained between the companies in which the Directors hold their offices and the Company are significant. It reports on its evaluation in the Registration Document. provision of information The Director must devote the necessary time and attention to his/her duties. He/she must limit the number of offices held so as to ensure his availability. Obligation of diligence and 3.3. Respect for the interests of the 3.2.

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REGISTRATION DOCUMENT / L'ORÉAL 2017

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