TECHNICOLOR_REGISTRATION_DOCUMENT_2017

4 - CORPORATE GOVERNANCE AND COMPENSATION Corporate governance

The Strategy Committee 25 meetings in 2017

5 members

93% average participation rate

80% independence rate

Composition in 2017

Mr. Bruce Hack (Chairman, Independent) Mr. Frédéric Rose Ms. Laura Quatela (Independent)

Mr. Thierry Sommelet (Independent) Mr. Hilton Romanski (Independent)

Individual attendance rates to Strategy Committee meetings held in 2017

Mr. Bruce Hack : 100% ■ Mr. Frédéric Rose : 100% ■ Ms. Laura Quatela : 83% ■

Mr. Thierry Sommelet : 100% ■ Mr. Hilton Romanski : 83% ■

Mission

Activities of the Strategy Committee

assists the Board in monitoring the implementation of the Company’s ■ strategic plan; prepares the Board’s decisions in relation to the monitoring of the ■ implementation of the strategic plan under execution and, generally speaking, reviews the Company’s overall strategy.

reviewed the Group’s strategic projects and strategy; ■ actively participated in the implementation of the Group strategic plan. ■

It is to be noted that any Board member can assist to the Strategy Committee’s meetings, even if he or she is not a member of such committee. REGULATED AGREEMENTS 4.1.3 Regulated agreements – 4.1.3.1 conflicts of interest [G4-27] [G4-41] GRI report by the Statutory Auditors and the Shareholders’ Meeting must be consulted. See section 4.1.3.2: “Statutory Auditors’ special report on Regulated Agreements and Commitments” below. During fiscal year 2017, no regulated agreement was authorized by the Board of Directors and signed by the Company. Two regulated agreements previously approved by the General Meeting were continued in 2017, without implementation during the year:

French law governs agreements known as “regulated agreements”. This applies to all agreements which are entered into directly or through an intermediary between the Company and its Chief Executive Officer, or one of its Directors or certain shareholders (shareholders holding more than 10% of the voting rights or, in the case of a corporate shareholder, its parent company) and which do not relate to ordinary transactions concluded under normal conditions. In accordance with Article L. 225-38 et seq . of the French Commercial Code, these agreements must be submitted to the Board of Directors for special prior authorization, which must be substantiated. The agreements must also be examined in a special

one pertaining to Mr. Rose’s severance package in the event of his ■ dismissal from the position of CEO, which was approved by the General Meeting held on June 16, 2009, in its 9 th resolution; the other pertaining to Mr. Rose’s non-compete indemnity in the ■ event of his dismissal from the position of CEO, which was approved by the General Meeting held on June 16, 2009, in its 8 th resolution. The Company is not aware of potential conflicts of interest between the obligations of Directors and Company managers towards Technicolor and their private interests and/or other obligations.

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TECHNICOLOR REGISTRATION DOCUMENT 2017