The Directors undertake not to express themselves individually other than in the internal deliberations of the Board on questions raised at Board meetings.
Outside the Company, only collegial expression is possible, particularly in the form of releases intended to provide the markets with information.
With regard to information not in the public domain to which the Director has access as a result of his duties, the Director must consider him/her self to be bound by strict professional confidentiality, which is more demanding than the mere legal obligation of discretion. This obligation applies to all persons called on to attend Board meetings, and covers all information of a confidential nature and all information presented as confidential by the Chairman of the Board.
Beyond this legal obligation and to ensure the quality of the discussions of the Board of Directors, all the information given to Board members and the opinions they express must be kept strictly confidential.
This obligation applies to any person invited to attend a Board meeting.
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 (“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 must only be used by the Director in the exercise of his office. Such information must in no case be communicated to a third party other than in the exercise of the Director’s duties, and for any other purpose or any other activity than those for which it is held.
It is the duty of all Directors to 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 he/she holds is inside information or not, and accordingly whether he/she may or may not use or transmit any of the information, and whether he/she 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:
The Directors are only authorised to trade in L’Oréal shares on the day after publishing the press release.
The Director has 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, the 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 €20,000 for the current calendar year.
The 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 simultaneously provide a copy of this declaration to the Secretary of the Company’s Board of Directors.
The declarations are then posted on the AMF’s website and are mentioned in an annual summary set out in the Company’s Management Report.
L’Oréal has appointed an “Internal Stock Market Ethics Advisor”,
who is responsible for assisting, in confidence, any person who so requests, with the analysis and assessment of their situation, without prejudice to the principle of personal accountability.
(1) On the AMF’s secure website, ONDE, after verification of identity by email to the following address: ONDE_Administrateur_Deposant@amf-france.org. ONDE_Administrateur_Deposant@amf-france.org
