Beyond this legal obligation and to ensure the quality of the discussions of the Board of Directors, all 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.
3.6.1. Principles
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 performance of his duties. Such information must in no case be communicated to a third party other than in order to perform their duties, and for no other purpose or activity than those for which it is held.
All Directors must 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 they hold is inside information or not, and accordingly whether they may or may not use or transmit any of the information, and whether they may or may not trade or have others trade in the Company’s securities.
3.6.2. Abstention periods
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, they are prohibited from trading in the Company’s shares over the following periods:
Directors are only authorised to trade in L’Oréal shares the day after the press release is published.
3.6.3. Insider trading
Directors have been informed of the provisions in force relating to the holding of inside information, insider trading and the unlawful disclosure of inside information: Articles 465-1et seq. , L. 621-14 and L. 621-15, III c of the French Monetary and Financial Code and Articles 7et seq. of the Market Abuse Regulation.
3.6.4. Obligation to declare trading in the securities of the Company
In accordance with the applicable regulations, 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.
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 also provide a copy of this declaration to the Secretary of the Company’s Board of Directors at the same time.
The declarations are then posted on the AMF’s website and are included in an annual summary in the Company’s Management Report.
3.6.5. Appointment of an Internal Stock Market Ethics Advisor
L’Oréal has appointed an internal Stock Market Ethics Advisor, who is responsible for assisting anyone who requests support, in complete confidentiality, to analyse and assess their situation, without prejudice to the principle of personal accountability.
In accordance with the AFEP-MEDEF Code and independently of any obligation to hold shares under the Articles of Association, the Directors must personally be shareholders of the Company and hold a significant number of shares.
Each Director must own at least 250 shares in the Company: at least 125 shares on the date of their election by the Annual General Meeting, and the remaining 125 shares no later than 24 months after this date.
The decision as to whether the shares held by the Director should be registered or deposited, in full or in part, is the responsibility of the Director.
This stock ownership obligation is not applicable to Directors representing employees.
The Board is convened by any appropriate means. Notices convening a meeting may be transmitted by the Board Secretary of Directors. They are sent in writing at least eight days prior to a meeting, except in particular circumstances. The notices specify the venue of the meeting, which may be the headquarters or any other venue.
All the documents that are necessary to inform Directors about the agenda and about any questions submitted to the Board for review are enclosed with the convening notice or are sent or provided to the Directors within a reasonable period of time prior to the meeting.
(1)Via the AMF’s secure website, ONDE, subject to confirmation of identity by sending an email to: [email protected].
