LOREAL_Registration_Document_2017

2 Corporate governance *

ORGANISATION AND MODUS OPERANDI OF THE BOARD OF DIRECTORS

information presented as confidential by the Chairman of the Board. Beyond this legal obligation and to ensure the quality of the discussions of the Board of Directors, all the information given to Board members and the opinions they express have to be kept strictly confidential. This obligation applies to any person invited to attend a Board meeting.

The Directors are only authorised to trade in L’Oréal shares the day after the date of publication of the press release.

Insider trading 3.6.3. The Director has been informed of the provisions in force relating to the holding of inside information, insider trading and the unlawful disclosure of inside information: Articles 465-1 et seq. , L. 621-14 and L. 621-15, III c of the French Monetary and Financial Code and Articles 7 et seq. of the Market Abuse Regulation. In accordance with the applicable regulations, the Directors and closely associated persons, as defined by Article 3.1.26 of the Market Abuse Regulation, must inform the AMF of (1) all acquisitions, sales, subscriptions or exchanges involving the Company’s shares and of transactions involving related instruments where the cumulative amount of such transactions is higher than €20,000 for the prevailing calendar year. The Directors and closely associated persons must submit their declarations to the AMF by e-mail within 3 trading days following completion of the transaction. These individuals must simultaneously provide a copy of this declaration to the Secretary of the Company’s Board of Directors. The declarations are then posted on the AMF’s website and are mentioned in an annual summary set out in the Company’s Management Report. Appointment of an Internal Stock Market 3.6.5. Ethics Advisor L’Oréal has appointed an Internal Stock Market Ethics Advisor. He is responsible for assisting, in confidence, any person who so requests, with the analysis and assessment of their situation, without prejudice to the principle of personal accountability. shares In accordance with the AFEP-MEDEF Code and independently of any obligation to hold shares under the Articles of Association, the Directors must personally be shareholders of the Company and hold a significant number of shares. Each Director shall own at least 1,000 shares in the Company. On the date of his/her appointment by the Annual General Meeting, every Director must hold at least 500 shares, with the remainder to be acquired at the latest within the next 24 months. Obligation of reporting trading in the 3.6.4. securities of the Company Holding of a minimum number of 3.7.

Stock market ethics

3.6. Principles 3.6.1.

The Company has put in place a “Stock Market Code of Ethics” that is regularly updated, in particular to take into account changes in the regulations in force. This code was updated following the applicability, as from 3 July 2016, of European regulation (EU) No. 596/2014 on market abuse (the “Market Abuse Regulation”). The Board members comply with the Principles of Stock Market Ethics “related to inside information” provided for by this code. Inside information must only be used by the Director in the exercise of his office. Such information must in no case be communicated to a third party other than in the exercise of the Director’s duties, and for any other purpose or any other activity than those for which it is held. It is the duty of all Directors to refrain from trading in, having others trade in, or enabling others (including through recommendations or encouragements) to trade in the securities of the Company on the basis of this information, until such time as the information has been made public. It is the personal responsibility of each Director to determine whether the information he/she holds is inside information or not, and accordingly whether he/she may or may not use or transmit any of the information, and whether he/she may or may not trade or have others trade in the Company’s securities. Abstention periods 3.6.2. During the period preceding the publication of any inside information to which Directors have access, in their capacity of insiders, the members of the Board must by law refrain from all trading in L’Oréal securities. Furthermore, in accordance with the Market Abuse Regulation and the recommendations of the French Financial Markets Authority (AMF), they are prohibited from trading in the Company’s shares over the following periods: a minimum of 30 calendar days before the date of s publication of the press release on the annual and half-year results; a minimum of 15 calendar days before the date of s publication of the press release on quarterly financial information.

On the AMF’s secure website called ONDE after requesting identifiers by email sent to the following address ONDE_Administrateur_Deposant@amf (1) -france.org.

REGISTRATION DOCUMENT / L'ORÉAL 2017

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