2 . This chapter reports the conditions under which the Board of Directors’ work is prepared and organised and includes a summary of the principles of organisation that guarantee a balance of powers. It includes the complete text of the Internal Rules of the Board of Directors. All components of the remuneration of directors and corporate officers are provided, as is the trading in L’Oréal shares reported by directors and corporate officers in 2021, and the remuneration policy pursuant to Article L.  22-10-8 of the French Commercial Code. 2.1. FRAMEWORK FOR THE IMPLEMENTATION OF  CORPORATE  GOVERNANCE  PRINCIPLES 2.1.1. AFEP-MEDEF Code: the reference Code The Code of Corporate Governance to which the Company refers is the AFEP-MEDEF Code. This code may be consulted online at the following address: http://www.medef.com/. In accordance with the provisions of Article  L. 225-37, section 6 of the French Commercial Code, this chapter includes a specific section of the Management Report on corporate governance and reports on the following, in particular: • the Board’s composition and application of the principle of balanced gender representation on the Board; • the ways in which the Board’s work is prepared and organised; • the remuneration policy for directors and corporate officers; • information relating to the remuneration and benefits of any kind for directors and corporate officers during the previous financial year pursuant to Article L. 22-10-9 of the French Commercial Code; and • limitations placed by the Board of Directors on the powers of the Chief Executive Officer. The other information included in the particular section of the Management Report dedicated to corporate governance is published in chapter 7 of this document, specifically: • the table summarising the authorisations in force granted by the Annual General Meeting (see section  7.2.2. “Issued share capital and authorised unissued share capital” of this document); • the special rules for shareholder participation in the Annual General Meeting or the provisions of the Articles of Association providing for these rules (see section 7.1.11. “Annual General Meeting” of this document); and • the elements with the potential to have an impact in the event of a public offer for the purchase or exchange of the Company’s securities (see section 7.3. “Shareholder structure” of this document). In accordance with the recommendations of the AFEP-MEDEF Code, this chapter identifies, in a summary table, those provisions of the Code which were not applied and explains the reasons for that choice (see section 2.5. “Summary table of the recommendations of the  AFEP-MEDEF Code which  have not been applied” of this document). 2.1.2. Procedures for exercising the General Management: Separation of the functions of Chairman of the Board and Chief Executive Officer since 1 May 2021 L’Oréal has a method of corporate governance that is suited to its specificities and is part of a constant quest for progress. The procedures for conducting the General Management of L’Oréal have always been decided in the best interest of the Company and with the constant concern that the mode of governance chosen will make it possible to optimise the Group’s financial and economic performances and to create the most favourable conditions for its long-term development. After a period of 5 years (between 2006 and 2011) during which the duties of Chairman of the Board of Directors and those of Chief Executive Officer were separated in order to ensure a smooth transition between Sir Lindsay Owen-Jones and Mr Jean-Paul Agon, the Board of Directors decided in  2011 to merge these positions and to appoint Mr  Jean‑Paul  Agon as Chairman of the Board of Directors responsible for the Company’s General Management (Chairman and Chief Executive Officer of L’Oréal), roles that he held until 30 April 2021. As the Company’s Articles of Association do not provide for any exception to the legal retirement age of 65 years for the Chief Executive Officer, Mr  Jean-Paul Agon was required to  hand over his duties as Chief Executive Officer before 6 July 2021. On his recommendation, the Nominations and Governance Committee initiated the process to appoint the future Chief Executive Officer. On 14 October 2020, on the recommendation of the Nominations and Governance Committee, the Board of Directors announced its intention to dissociate the functions of Chairman and Chief Executive Officer, renew Mr Jean‑Paul  Agon’s mandate as Chairman of the Board of Directors, a position he had held since 2011, and appoint Mr Nicolas Hieronimus as Chief Executive Officer. Mr Nicolas Hieronimus joined L’Oréal 34 years ago. He held various positions in marketing before being named to General Management (L’Oréal Paris France, L’Oréal Paris World and L’Oréal Mexico). In 2008, Mr Jean-Paul Agon appointed him as 54 L ’ ORÉAL I UNIVERSAL REGISTRATION DOCUMENT 2021 CORPORATE GOVERNANCE Framework for the implementation of corporate governance principles