Within the scope of French law and the rights and obligations of the Directors as defined in the Internal Rules of L'Oréal's Board of Directors, and in accordance with the AFEP-MEDEF Code, Directors become subject to compliance with the rules in force as regards conflicts of interest and stock market ethics upon their appointment as a Director and throughout the duration of their term of office.
Subject to approval from the General Meeting, Directors are appointed following a transparent selection process that determines which Director profiles are required by the Company in terms of the skills, qualifications and experience to complement the skills of the Directors already on the Board. Matters such as candidates' availability, number of directorships held and independence are also taken into consideration (see section 2.2.1.2). Particular attention is also paid to directorships held in other companies. Directors are required to devote the necessary time and attention to their duties and limit how many other directorships they hold, so as to ensure their availability (Article 3.3. of the Internal Rules of the Board).
Upon joining the Board of Directors, each Director receives a copy of the Internal Rules of the Board and L'Oréal's Articles of Association, the Stock Market Code of Ethics, the Code of Ethics, etc. These guidelines have been adopted by the Company and serve as terms of reference for Directors in terms of the standards required by L'Oréal.
Members of the Board of Directors have the necessary objectivity to make independent judgements on the conduct of the Company's business. The balance of powers established within the Board allows its members to exercise independent judgement. The Board comprises:
To maintain a high standard, the Board of Directors, based on the work of the Nominations and Governance Committee, ensures that throughout their entire term of office, Directors are fully able to act in the best interests of the Company, with all the due diligence and care required and subject to strict confidentiality and loyalty obligations.
Directors must keep the Board informed of the directorships they hold in other companies, including any involvement in Board Committees of any French or foreign companies. They are required to notify the Board of any situation that may constitute a conflict of interest, even if such conflict is only potential, and must refrain from participating in any related deliberations.
In addition, all Directors are required to submit an annual declaration regarding potential conflicts of interest between their duties to L'Oréal and their private or professional interests, specifically with regard to other directorships and roles. Any relevant information disclosed in this way is made public. Based on these declarations, the Board of Directors has not identified any conflicts of interest as of their issue date, pursuant to Commission Delegated Regulation (EU) 2019/980 supplementing Regulation (EU) 2017/1129 ("Prospectus 3").
The Nominations and Governance Committee conducts an annual review of the summary table prepared by the Company of the financial flows that occurred during the financial year between L'Oréal and interested parties, as defined by the regulation, in order to report back to the Board of Directors as part of the regular procedure to evaluate ordinary agreements signed at arms' length terms, pursuant to Article L. 22-10-12 of the French Commercial Code. Where there are doubts on the classification of an agreement, the Committee must verify that transactions are concluded in the ordinary course of business and at arm's length terms, so that the Board of Directors can implement the procedure for related-party agreements where necessary. In this case, any persons directly or indirectly interested in the agreement are recused from the assessment. Similarly, in accordance with the AFEP-MEDEF Code and the recommendations of the French Financial Markets Authority, the Board of Directors, based on the work carried out by the Nominations and Governance Committee, carries out an annual review of any possible business relationships between L'Oréal and companies in which independent Directors hold directorships or hold functions, to ensure these relationships are not material (see section 2.2.1.4).
Family relationships between corporate officers (Article 12.1 of the Annex)
Jean-Victor Meyers and Nicolas Meyers are brothers.
Absence of convictions or incrimination of corporate officers (Article 12.1 of the Annex)
To the Company's knowledge, over the last five years, no corporate officers have been convicted of fraud, associated with a bankruptcy, receivership or liquidation, or the subject of any official public incrimination or sanction imposed by statutory or regulatory authorities (including designated professional bodies) or a decision by a court disqualifying them from acting as a member of an administrative, management or supervisory body or from acting in the management or conduct of the business of any issuer.
