2021 UNIVERSAL REGISTRATION DOCUMENT

2.3.ORGANISATION AND MODUS OPERANDI OF THE BOARD OF DIRECTORS

2.3.1. General information on the meetings of the Board of Directors and its Committees in 2021

The Board met eight times in 2021, including an exceptional meeting of the Board of Directors on 5 November 2021 dedicated to the review of the strategic transaction of 7 December 2021 (agreement between L’Oréal and Nestlé relating to L’Oréal’s buyback of 4% of its own shares held by Nestlé).

Four Committees prepare for the discussions and deliberations by the Board. 17 meetings were held in 2021: 5 for the Strategy and Sustainability Committee, 4 for the Audit Committee, 4 for the Nominations and Governance Committee, and 4 for the Human Resources and Remuneration Committee.

Directors may independently propose any subject that is appropriate for good governance to be included on the agenda for work of the Board and its Committees. L’Oréal’s Directors are regularly informed of all the Company’s activities and its performances in a highly competitive universe. Board meetings are generally held in the presence of senior managers of the Company invited to attend on the basis of topical developments at L’Oréal and many aspects of its strategy. In an open, constructive dialogue, exchanges of views, in confidence, contribute to the quality of the Directors’ work. Board discussions, encouraged by the Chairman, take place transparently and in great detail.

Executive sessions

Directors meet at least once a year without the presence of the executive corporate officer, Directors representing employees or any other Group employee (Article 4.2 of the Internal Rules). An executive session was held on 7 December 2021. The Chairman of the Board attended initially, after which he withdrew and the executive session continued without him. The Audit Committee also meets twice a year in the presence of Statutory Auditors and in the absence of any representative from Management, at the end of the meetings dedicated to reviewing the annual and interim financial statements. These two meetings were held on 11 February and 29 July 2021.

Attendance rate

The preparation and holding of Board and Committee meetings requires significant availability and investment by the Directors. In 2021, the attendance rate at Board meetings was 95% on average. The individual attendance rate at Board and Committee meetings is specified below. The allocation of Directors’ fees, based on the rate of attendance by each member at Board meetings and meetings of the various Committees, is described in section 2.4. “Remuneration of directors and corporate officers” of this document.

INDIVIDUAL ATTENDANCE RATES OF DIRECTORS IN 2021 AT BOARD AND COMMITTEE MEETINGS

* Excluding the exceptional meeting of the Board of Directors held on 5 November 2021 to review the strategic transaction of 7 December 2021 (agreement between L’Oréal and Nestlé relating to L’Oréal’s repurchase of 4% of its own shares held by Nestlé), the Directors’ attendance rate would have been 100%. Ms Françoise Bettencourt Meyers, Mr Jean-Victor Meyers, Mr Nicolas Meyers, Mr Paul Bulcke and Ms Béatrice Guillaume-Grabisch all abstained from taking part in meetings or items of the agenda of the Board of Directors and, consequently, were not involved in any discussions or votes relating to matters connected to the L’Oréal share repurchase transaction with Nestlé.

** Director who joined this Committee in 2021.

*** Director who left this Committee in 2021.