LOREAL_Registration_Document_2017

1 Presentation of the Group Integrated report THE L’ORÉAL GROUP: FUNDAMENTALS

Activities of the Board and its committees in 2017 The Board of Directors fully assumes its role in defining the Group’s strategic orientations. Thanks to an open and constructive dialogue with the General Management and regular meetings with management, the Directors are completely up-to-date with L’Oréal’s economic reality and fully informed of all the Company’s activities, its performances and the challenges it faces. They examine the main areas and opportunities for long-term development and acquisitions in particular.

The Directors make sure that the decisions taken contribute to implementation of the strategy. Wishing to continually enhance its role of reflecting on issues and providing support with regard to strategic decision-making, the Board carried out an evaluation of its modus operandi and organisation in 2017, as it has done every year since 1996.

BOARD OF DIRECTORS

7 meetings in 2017 96.4% attendance rate

Main work in 2017 : Monitoring of business activities s Financial issues s Market and competitor analysis s Development challenges (by zone and by business segment) s Acquisitions and follow-up of business plans s

Disposal of The Body Shop. s Divisional strategy (Professional Products, Consumer Products) s Human Resources policy s Operating strategy s Research and Innovation strategic seminar s

STRATEGY AND SUSTAINABLE DEVELOPMENT COMMITTEE

APPOINTMENTS AND GOVERNANCE COMMITTEE

AUDIT COMMITTEE

HR AND REMUNERATION COMMITTEE

5 meetings 100% attendance rate

4 meetings 100% attendance rate

4 meetings 100% attendance rate

5 meetings 97% attendance rate

Main activities in 2017

Main activities in 2017

Main activities in 2017

Main activities in 2017

Review of the accounts s and financial situation Risk review and monitoring s Review of Internal Control s and Internal Audit Follow-up of business plans s for acquisitions Approval of non-audit services. s Review of the Statutory Auditors' s Report on CSR reporting Review of the Vigilance plan s Review of the measures s introduced to comply with the Sapin 2 law concerning transparency and the fight against corruption Review of the procedure for s managing insider information (European Market Abuse regulation) European GDPR regulation s ( General Data Protection Regulation ) : monitoring the compliance project

Reflection on the composition s of the Board and its committees Review of the succession plans s Review of the independence s of Directors Organisation and annual s evaluation of the modus operandi of the Board Topical issues with regard to s Governance (reports of the Haut Comité de Gouvernement d’Entreprise and of the AMF, etc.) Review of the voting policies s of the main investors and proxy advisors

Analysis of sales, update on s business activities, markets and competition Analysis of the performance s of the latest product launches Examination of the Group’s s strategic development prospects Review of the main acquisition s projects, and review of recent acquisitions Monitoring of The Body Shop sale s Presentation of challenges facing s the Professional Products Division Review of the Sharing Beauty With s All programme

Assessment of the voting policies s of the main investors and proxy advisors on compensation, with a view to the Annual General Meeting on 20 April 2017 Assessment of the performance s of the Chairman and Chief Executive Officer in 2016 Recommendations concerning s the 2017 remuneration policy Recommendations concerning s the bonus structure and objectives for the Chairman & CEO for 2017 Preparation of the Say On Pay s resolutions (ex ante and ex post) Review of the resolution on s retirement benefits (Article L. 225-22-1 of the French Commercial Code) Long Term Incentive policy s (2017 plan, proposed award of performance shares to the Chairman and Chief Executive Officer) Ethics policy s Distribution of attendance fees s

REGISTRATION DOCUMENT / L'ORÉAL 2017

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