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| GOVERNANCE MATTERS |
General assessment
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These Rules are applicable to all present and future Directors, whether they are appointed by the General Meeting or by the employees, and are intended to complement the legal, regulatory and statutory rules and those under the Articles of Association in order to state accurately the operating procedures of the Board of Directors and its Committees, in the interests of the Company and its shareholders.
L'Oréal's Board of Directors uses the principles of corporate governance presented by the AFEP-MEDEF Code as its code of reference. The Board’s Internal Rules specify the operating procedures of the Board, in the interests of the Company and of all its shareholders, and those of its Committees, whose members are Directors to whom it gives preparatory assignments for its work.
As was the case for previous versions, the Board’s Internal Rules are made public in full in this paragraph. These Rules were last updated in February 2026 to ensure regulatory harmonisation and clarification.
The Board of Directors of L’Oréal ("the Company") is a collegial body which is mandated by all the shareholders. It has the authority given to it by law to act in all circumstances in the best interests of the Company.
By exercising its legal prerogatives, the Board of Directors (the "Board") fulfils the following main duties: it determines the Company’s strategic priorities, appoints the corporate officers which are given responsibility for managing the Company within the scope of this strategy, chooses how General Management is organised (the combination of the functions of Chairman and Chief Executive Officer or the dissociation of these functions), oversees management and ensures the quality of the financial and non-financial information provided to the shareholders and to the markets.
The organisation of the Board’s work and its composition is personalised to L’Oréal's needs and is part of a continuous progress approach. The Board’s main responsibility is to adopt the method of organisation and the operating methods which best enable it to complete its duties. Its organisation and operating methods are described in these Internal Rules which were prepared by the Board and are published in full and in the Universal Registration Document available on L’Oréal’s website.
The Board’s actions are carried out within the framework of the AFEP-MEDEF Code. The Company’s Corporate Governance Report more detail on the Board’s composition and on the way in which the Board’s work is prepared and organised, and explains, where applicable, the recommendations that have not been adopted in line with the Company’s specificities.
These Rules apply to all Directors, both current and future, whether they are appointed by the Annual General Meeting or by employees, and are intended to complement the legal, regulatory and statutory rules and those under the Articles of Association in order to state accurately the operating methods of the Board of Directors and its committees.
The Board defines the strategic direction of the Company and monitors its implementation, in accordance with the corporate interest of the Company, taking into consideration the social and environmental issues of its business activity. It considers any issue concerning the efficient operation of the Company, particularly in terms of cybersecurity (directly or based on the work of the Audit Committee).
Subject to the powers expressly conferred to Annual General Meetings and within the limit of the Company’s corporate purpose, the Board deals with all matters regarding the smooth running of the Company and settles issues concerning the Company through its decisions. All year round, the Board carries out the controls and verifications it deems appropriate.
The Board ensures, as applicable, that a mechanism for the prevention and detection of corruption and influence-peddling is in place.
