TECHNICOLOR_REGISTRATION_DOCUMENT_2017

4 - CORPORATE GOVERNANCE AND COMPENSATION Corporate governance

6 meetings in 2017

3 members

100% average participation rate

100% independence rate

Composition in 2017

Ms. Melinda J. Mount (Chairwoman, Independent) Ms. Birgit Conix (Independent) Ms. Ana Garcia Fau (Independent)

Meets the requirements of Article L. 823-19 of the French Commercial Code and of the AFEP-MEDEF corporate governance Code: all members have skills in finance or accounting.

Individual attendance rates to Audit Committee meetings held in 2017

Ms. Melinda J. Mount : 100% ■ Ms. Birgit Conix : 100% ■

▪ Ms. Ana Garcia-Fau : 100%

Mission

Organization of the Audit Committee’s activities

Defined by applicable law, its charter, and the Board Internal Regulations: assists the Board of Directors in fulfilling its responsibilities regarding ■ financial information and its publication, internal control procedures and risk management, Internal Audit, and internal procedures to check compliance with applicable laws and regulations; in particular, examines the draft parent company financial statements and ■ consolidated financial statements prior to their presentation to the Board of Directors; examines material off-balance sheet commitments; ■ checks the procedures adopted ensure the accounts provide a true and fair ■ view of the Company’s financial position and are in compliance with applicable accounting standards; expresses its opinion and makes proposals to the Board of Directors ■ regarding the nomination, missions, activities, compensation and dismissal of the Statutory Auditors; gives its authorization, or adopts procedures for authorization of non-audit ■ services by the Statutory Auditors; assesses the effectiveness of internal control and risk management systems; ■ reviews the work of the Ethics Committee, such as whistleblowing ■ procedure investigations (see Chapter 3, section 3.3.2: “General control environment” below). reviewed parent company and consolidated financial statements for 2016 ■ and for the first half of 2017, and revenue for the first and third quarter of 2017 (the review having been the subject of presentations by the Company’s Chief Financial Officer and the Statutory Auditors); reviewed the financial press releases and investor presentations for the ■ closing of fiscal year 2016, the first quarter of 2017, the first half of 2017 and the third quarter of 2017; accounting issues related to the closing of accounts for fiscal year 2016, the ■ first half of 2017 and fiscal year 2017; reviewed this Registration Document; ■ in-depth review of impairment tests of goodwill and key accounting issues ■ surrounding the closing of accounts; discussed the last developments of the Group’s litigations; ■ reviewed its Policy on Approval and Pre-Approval of Audit and Non-Audit ■ Services;

At least four meetings per year, and whenever necessary before a Board of Directors’ meeting, according to a predetermined annual workplan. The committee can: directly discuss with the Statutory Auditors in the absence of managers or ■ individuals contributing to the preparation of the financial statements; upon request, directly discuss matters with the Internal Auditors in the ■ absence of Executive Management; call upon the services of internal or external experts, in particular, lawyers, ■ accountants or other advisors or independent experts. The Statutory Auditors participate in each Audit Committee meeting. Review process for annual and interim financial statements: initial meeting to review the initial closing items; ■ second meeting to review the financial statements. For practical reasons ■ due to the attendance of Directors on the Audit Committee who live abroad, such second meeting may at times take place on the day before the meeting of the Board of Directors. reviewed the proposal for the credit line extension; ■ review of the Company Insurance Policy; ■ in-depth review of certain risks (Technicolor Risk Management); ■ reviewed the organization of Internal Audit, the biannual audit plans and ■ their results, the internal control procedures, and security procedures for the Group; review of cybersecurity matters and strategy; ■ presentation of pension schemes; ■ reviewed the impacts of the European Audit Reform; ■ discussed compliance and ethics development and especially reviewed the ■ impacts of the French law new requirements following Sapin II; examinated the Statutory Auditors’ audit plan and reviewed of the matter ■ of their independence; reviewed the renewal of term of office of one of the Statutory Auditors; ■ heard regularly the Chief Financial Officer, the Director of Norms and ■ Consolidation, the Director of Treasury and Credit Management and the Director of Central Controlling; met in executive sessions and met with Statutory Auditors without ■ management on a regular basis.

Audit Committee’s activities

100

TECHNICOLOR REGISTRATION DOCUMENT 2017