2023 universal registration document

Audit Committee

Composition	Independence: 60%	Number of meetings in 2023	Attendance (average 100%)	Date of appointment to the Committee
Ms Virginie Morgon (Chairwoman)	Ms Virginie Morgon (Chairwoman) Independence: 60%◆Independence within the meaning of the criteria of the AFEP-MEDEF Code as assessed by the Board of Directors, excluding Director representing the employees in accordance with AFEP-MEDEF Code.	Ms Virginie Morgon (Chairwoman) Number of meetings in 2023 5	Ms Virginie Morgon (Chairwoman) Attendance (average 100%) 100 %	Ms Virginie Morgon (Chairwoman) Date of appointment to the Committee 2013
Ms Fabienne Dulac	Ms Fabienne Dulac Independence: 60%◆Independence within the meaning of the criteria of the AFEP-MEDEF Code as assessed by the Board of Directors, excluding Director representing the employees in accordance with AFEP-MEDEF Code.		Ms Fabienne Dulac Number of meetings in 2023 100 %	Ms Fabienne Dulac Attendance (average 100%) 2019
Ms Béatrice Guillaume-Grabisch	Ms Béatrice Guillaume-Grabisch Independence: 60%		Ms Béatrice Guillaume-Grabisch Number of meetings in 2023 100 %	Ms Béatrice Guillaume-Grabisch Attendance (average 100%) 2016
Ms Ilham Kadri	Ms Ilham Kadri Independence: 60%◆Independence within the meaning of the criteria of the AFEP-MEDEF Code as assessed by the Board of Directors, excluding Director representing the employees in accordance with AFEP-MEDEF Code.		Ms Ilham Kadri Number of meetings in 2023 100 %	Ms Ilham Kadri Attendance (average 100%) 2022
Mr Nicolas Meyers	Mr Nicolas Meyers Independence: 60%		Mr Nicolas Meyers Number of meetings in 2023 100 %	Mr Nicolas Meyers Attendance (average 100%) 2021
Mr Benny de Vlieger^*Mr Benny de Vlieger, Director representing the employees, joined this Committee in April 2023.	Mr Benny de Vlieger ^*Mr Benny de Vlieger, Director representing the employees, joined this Committee in April 2023.Independence: 60%		Mr Benny de Vlieger ^*Mr Benny de Vlieger, Director representing the employees, joined this Committee in April 2023.Number of meetings in 2023 100 %	Mr Benny de Vlieger ^*Mr Benny de Vlieger, Director representing the employees, joined this Committee in April 2023.Attendance (average 100%) 2023

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.

In addition to the specific skills of certain Committee members, the Committee is given regular updates on sustainability issues, particularly draft regulations. Since 2018, it has been responsible for monitoring issues relating to financial and non-financial information and monitoring risk management systems, including CSR risks. As part of the transposition of the Corporate Sustainability Reporting Directive (CSRD), the Audit Committee’s remit in this domain has been confirmed.

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.

Changes for 2024

On the recommendation of the Nominations and Governance Committee, the Board of Directors decided that Jacques Ripoll would join the Audit Committee at the close of the Annual General Meeting of 23 April 2024 Subject to approval of the appointment of Mr Jacques Ripoll as a director by the Annual General Meeting of April 23, 2024.

2023 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 profit by Division and Zone; treasury and financing;
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’ 2023 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-auditing services;

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 2023 by the Statutory Auditors;
Monitoring Internal Audit activities, including CSR commitments;
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 of policies in place and review of data governance;
Review of product quality and safety risks;
Update on cyber security presented by the Group’s Chief IT Officer: a general overview of cyber security issues, the main incidents that arose in 2022 at L’Oréal and the cyber security risk prevention programme. This was reported at the Board meeting of 9 February 2023, updating the cyber security presentation given at the Strategic Council meeting in June 2022.

Monitoring the process for compiling sustainability risk information

Update on sustainability reporting regulations: Corporate Sustainability Reporting Directive (CSRD);
Duty of vigilance: review of the update to the 2023 Vigilance Plan and the draft European Directive “CS3D”;
Appointment of sustainability auditors (CSRD);
Financial management procedures for commitments under the L’Oréal for the Future programme;
“Sustainable Finance” organisation.