2022 Universal Registration Document

Audit Committee

Composition	Independence: 60%	Number of meetings in 2022	Attendance (average 93.5%)	Date of appointment to the Committee
Ms Virginie Morgon (Chairwoman)	Ms Virginie Morgon (Chairwoman) Independence: 60%◆	Ms Virginie Morgon (Chairwoman) Number of meetings in 2022	Ms Virginie Morgon (Chairwoman) Attendance (average 93.5%) 100%	Ms Virginie Morgon (Chairwoman) Date of appointment to the Committee 2013
Ms Fabienne Dulac	Ms Fabienne Dulac Independence: 60%◆	Ms Fabienne Dulac Number of meetings in 2022	Ms Fabienne Dulac Attendance (average 93.5%) 80%	Ms Fabienne Dulac Date of appointment to the Committee 2019
Ms Béatrice Guillaume-Grabisch	Ms Béatrice Guillaume-Grabisch Independence: 60%	Ms Béatrice Guillaume-Grabisch Number of meetings in 2022 5	Ms Béatrice Guillaume-Grabisch Attendance (average 93.5%) 100%	Ms Béatrice Guillaume-Grabisch Date of appointment to the Committee 2016
Ms Ilham Kadri	Ms Ilham Kadri Independence: 60%◆	Ms Ilham Kadri Number of meetings in 2022	Ms Ilham Kadri Attendance (average 93.5%) 75%	Ms Ilham Kadri Date of appointment to the Committee 2022
Mr Nicolas Meyers	Mr Nicolas Meyers Independence: 60%	Mr Nicolas Meyers Number of meetings in 2022	Mr Nicolas Meyers Attendance (average 93.5%) 100%	Mr Nicolas Meyers Date of appointment to the Committee 2021

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

The committee is chaired by Ms Virginie Morgon, an independent Director who has recognised financial expertise.

The members of the Audit Committee have the necessary financial and accounting skills due to their professional experience and their good knowledge of the Group’s accounting and financial procedures.

The Statutory Auditors attend meetings, except for discussions on items that concern them. The Committee meets at least twice a year without management present, with the participation of the Statutory Auditors. The Committee did not deem it appropriate to call upon outside expert. The Chairman of the Board of Directors and the Chief Executive Officer are not members of the Committee.

CHANGE FOR 2023

On the recommendation of the Nominations and Governance Committee, the Board of Directors decided that Benny de Vliegerwould join the Audit Committee at the close of the Annual General Meeting of 21 April 2023.

2022 main activities

Monitoring the process for preparation of financial information

Review of annual and interim results, including press releases and the balance sheet. Analysis of operating income by Division and Zone;
Review of the Independent Auditors’ Reports on parent company and consolidated financial statements (including the key points of the audit);
Review of the Statutory Auditors’ 2022 audit plan and the results of the audits carried out, their recommendations and the follow-up actions taken, as part of the statutory audit of the accounts;
Approval by the Audit Committee of non-audit services and updating of the Code of Conduct for the provision of services that may be entrusted to the Statutory Auditors of the L’Oréal Group and to their networks;
Treasury and financing.

Internal control, risks and compliance

Review of the internal control systems implemented (in particular the Vigilance Plan and the Corruption Prevention Plan);
Summary of the internal control reviews carried out in 2022 by the Statutory Auditors;
Monitoring Internal Audit activities, including CSR commitments and cyber security updates;
Updating the Group’s risk mapping;
Review of legal risks and potential litigation and of major events that could have a significant impact on L’Oréal’s financial position and on its assets and liabilities;
Monitoring the business plan for major acquisitions, goodwill and impairment;
Data privacy: monitoring the policies implemented;
Reporting on insurance issues and the risk of fraud;
Digital risks and challenges.

Monitoring the process for preparation of non‑financial information and non-financial risks

Review of changes in the regulations on non-financial reporting: Corporate Sustainability Reporting Directive (CSRD);
Review of draft standards for non-financial reporting: draft standards of the European Financial Reporting Advisory Group (EFRAG) and the International Sustainability Standards Board (ISSB), as well as the draft rules of the Securities and Exchange Commission (SEC);
Review of the audits carried out by the Independent Third-Party Organisation with regard to CSR information and the Statutory Auditors, making it possible to issue a voluntary reasonable assurance report on an array of indicators;
Duty of vigilance: focus on Human Rights;
Examination of climate risks in 2022;
Presentation of the draft double materiality matrix.