2021 UNIVERSAL REGISTRATION DOCUMENT

NOMINATIONS AND GOVERNANCE COMMITTEE

◆ Independence within the meaning of the criteria of the AFEP-MEDEF Code as assessed by the Board of Directors.

 The Chairman of the Board of Directors and Chief Executive Officer may attend Committee meetings with the exception of items on the agenda that concern them directly.

REMITS

• Reflections and recommendations to the Board on General Management procedures and on the status of directors and corporate officers.
• Issuing an opinion on proposals made by the Chairman of the Board of Directors for appointment of the Chief Executive Officer, where applicable.
• Preparation and annual review of succession plans for directors and corporate officers in the event of an unforeseen vacancy.
• Proposal on new Directors to the Board.
• Examination of the classification as independent Director, which is reviewed by the Board of Directors every year.
• Verification of the due and proper application of the Code of Corporate Governance to which the Company refers (AFEP-MEDEF Code).
• Discussion on governance issues related to the functioning and organisation of the Board.
• Conducting the reflection process with regard to the Committees that are in charge of preparing the Board’s work.
• Preparation for the decisions by the Board with regard to updating its Internal Rules.
• Evaluation of the modus operandi of the Board.
• Procedure to evaluate non-regulated agreements: 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 regulations in order to report to the Board of Directors as part of the regular procedure to evaluate current agreements signed under normal terms pursuant to Article L. 22-10-12 of the French Commercial Code. In case of doubts about the classification of an agreement, the Committee must verify that the transactions have been concluded in ordinary course of business and under normal conditions, so that the Board of Directors can implement the procedure for related-party agreements when necessary. In this case, the persons directly or indirectly interested in this agreement do not participate in the assessment.

2021 MAIN ACTIVITIES

• Monitoring of the implementation of the arrangements for exercising General Management as of 1 May 2021 and proposal of the draft deliberations of the Board regarding:
  • the separation of the offices of Chairman and Chief Executive Officer;
  • the appointment of Mr Nicolas Hieronimus as Chief Executive Officer; and
  • the renewal of Mr Jean-Paul Agon in his office as Chairman of the Board of Directors.
• Reflection on the composition of the Board (diversity, complementary profiles, expertise, gender balance, combining of offices, etc.) and update of the skills matrix for Directors.
• Update on the renewal of terms of office put to the vote at the Annual General Meeting of 21 April 2022 and arrangements for the renewal of the terms of office of the two Directors representing the employees.
• Reflection regarding the amendment of the Articles of Association with regard to the age limit rules applicable to the Chairman and the Chief Executive Officer.
• Reflection on the composition of the Board Committees and proposals.
• Proposal to the Board regarding the organisation of the executive session in December 2021.
• Examination of the independence of each of the Directors in light of the criteria set out in the AFEP-MEDEF Code (meeting of February 2022).
• Determination of the terms and conditions of the annual evaluation of the Board.
• Review of the succession plans for the purpose of ensuring the continuity of General Management and Chairmanship of the Board in the event of an unforeseen vacancy in the medium-term.
• Review of the key positions in the organisation from the perspective of ensuring the continuity of business activities(in the short-term).
• Analysis of the 2021 reports of the French Financial Markets Authority - AMF and the Haut Comité de Gouvernement d’Entreprise (High Committee on Corporate Governance).
• Review of the letter sent by the AMF to the Company and the draft response.
• Analysis of the 2021 voting policies of investors and proxy advisors with regard to governance topics (composition of the Board, balance of powers, terms of office, independence of Directors, etc.).
• Review of the Board of Directors’ CSR obligations and recommendations.
• Values Committee: review of the five key values identified.
• Implementation of the procedure for regular evaluation of current agreements concluded under normal terms.
• Recommendation to the Board to update the Internal Rules in order to allow for decision-making to be made after consultation with the Directors in writing and to review the share holding threshold for Directors (meeting of February 2022).