The Corporate Governance Report gives shareholders all the relevant information on the Directors’ individual participation in these sessions and meetings.
When it comes to making decisions, Directors must ensure that they have all the information they consider essential in relation to the smooth conduct of the work of the Board or the Committees. If this information is not made available to them, or they consider this to be the case, they must request the relevant information from the Chairman of the Board, who is required to ensure that the Directors are in a position to carry out their duties.
All Directors, and in particular those representing employees, can benefit, on their appointment or throughout their term of office, from the training programmes relevant to their position.
These training programmes are organised, proposed and covered by the Company.
Directors undertake not to express themselves individually to third parties outside of the Board's internal deliberations of the Board on questions raised at Board meetings. Outside the Company, unless agreed by the Board, only collegial expression is possible, particularly in the form of press releases intended to provide markets with information.
With regard to information not in the public domain to which Directors have access as a result of their duties, the Directors must consider him/herself to be bound by an obligation of confidentiality, which is more demanding than the legal duty of discretion. Generally, this obligation applies to all persons called on to attend Board meetings, its Committees, or their preparatory meetings, and includes all information provided to Board members as well as the opinions expressed.
In the case of a Director who is a Legal Entity (administrateur personne morale), the information obtained in accordance with the paragraph above may be communicated to its legal representative(s), to a limited number of people who need to know within the legal entity, as well as to its external advisors, in the interest of the Company and provided that the confidentiality of said information is preserved.
The Chairman is authorised to share information with third parties when this proves necessary for the work of the Board and the Committees, provided that these third parties are then subject to the same confidentiality obligations.
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 may only be used by the Director in the performance of his duties. Such information must in no case be communicated to a third party other than in order to perform their duties, and for no other purpose or activity than those for which it is held.
All Directors must 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 they hold is inside information or not, and accordingly whether they may or may not use or transmit any of the information, and whether they may or may not trade or have others trade in the Company’s securities.
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 the Company’s 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:
Directors are only authorised to trade in L’Oréal shares the day after the press release is published.
Directors have 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, Directors and closely associated persons, as defined by Article 3.1.26 of the Market Abuse Regulation, must inform the AMF(1) of all acquisitions, sales, subscriptions or trades of the Company’s shares and transactions involving related instruments where the cumulative amount of such transactions is higher than 50,000 euros for the current calendar year(2).
Directors and closely associated persons must submit their declarations to the AMF by email within three trading days following completion of the transaction.
These individuals must also provide a copy of this declaration to the Secretary of the Company’s Board of Directors at the same time.
The declarations are then posted on the AMF’s website and are included in an annual summary in the Company’s Management Report.
