LOREAL_Registration_Document_2017

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

The decision as to whether the shares held by the Director should be registered or deposited, in full or in part, is the responsibility of the Director. This stock ownership obligation is not applicable to the Directors representing the employees.

of the Company’s parent company and consolidated financial statements and on the preparation of the Management Report. A Director who participates by means of videoconference or teletransmission must ensure that the confidentiality of the debates is preserved. The attendance register mentions the Board members who attend Board meetings by means of videoconference or telecommunication facilities, with the Secretary of the meeting having the task of initialling the register for them. Minutes of the Board meetings 4.3. Minutes are prepared for each Board meeting. The minutes of the meeting mention the use of videoconference or telecommunication facilities and the name of each person who participated in the Board by such means. The minutes also indicate whether any technical incidents occurred during a meeting held by means of videoconference or telecommunication facilities, if such incidents disrupted the course of the meeting. The minutes of the deliberations include a summary of the debates and specify the decisions that were made. They mention the questions raised or the reservations expressed by participants. The draft minutes of the last Board meeting are sent or given to all the Directors at the latest on the date when the next meeting is convened. The Secretary of the Board is empowered to issue and certify copies or extracts of the minutes of Board meetings. 4.4. The Secretary is appointed by the Board. He/she assists the Chairman in organising the Board’s work and in particular with regard to the definition of the annual work programme and the dates of Board meetings. With the support of the General Management, he/she ensures the quality and production, sufficiently in advance, of the documents and drafts put to the vote of the Board at its meetings. He/she prepares the draft minutes of Board meetings, which are submitted for the Board’s approval. He/she is responsible for the secure IT platform made available to the Directors. He/she monitors on an ongoing basis changes in the regulations and reflections in the marketplace with regard to the corporate governance of listed companies. The Secretary organises, together with the Chairman, the annual evaluation of the Board’s work and receives the Annual Reports on independence by each Director (see Article 3.2). Every Director may consult the Board Secretary at any time with regard to the scope of the rights and obligations linked to his/her office. The Secretary of the Board

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4.

MODUS OPERANDI OF THE BOARD

OF DIRECTORS

Convening the Board 4.1. The Board is convened by any appropriate means. Notices convening a meeting may be transmitted by the Secretary of the Board of Directors. They are sent in writing at least eight days prior to each meeting, except in particular circumstances. The notices specify the venue of the meeting, which may be the registered head office or any other venue. All the documents that are necessary to inform the Directors about the agenda and about any questions submitted to the Board for review are enclosed with the notice convening the meeting or are sent or provided to them within a reasonable period of time, prior to the meeting. These documents may be provided to them on a secure digital platform, within a reasonable period of time prior to the meeting. They may in exceptional cases be provided at the meeting. participation The Board meets as often as required in the best interest of the Company, and at least five times per year. The dates of the Board meetings for the following year are set no later than the beginning of the summer, except in the case of Extraordinary Meetings. The frequency and length of Board meetings must be such that they allow for an in-depth review and discussion of the matters that fall within the scope of the remits of the committees. The Directors meet once a year without the presence of the executive officer, the Directors representing the employees or any other Group employee. In accordance with the legal and regulatory provisions and with Article 9 paragraph 2 of the Articles of Association, Directors who take part in Board meetings by means of videoconference or telecommunication facilities are deemed to be present for the purpose of calculating the quorum and the majority. These means must guarantee simultaneous, continuous retransmission of the debates. However, these means of participation are excluded when the Board so decides and in any event when it decides with regard to closing Board meetings and method of 4.2.

REGISTRATION DOCUMENT / L'ORÉAL 2017

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