TECHNICOLOR_REGISTRATION_DOCUMENT_2017

4 - CORPORATE GOVERNANCE AND COMPENSATION Corporate governance

BOARDOF DIRECTORS Corporate governance structure

4.1.1

Composition and expertise of 4.1.1.2 the Board of Directors [G4-38] [G4-40] [G4-41] [G4-LA12] GRI As of the date of this Registration Document, the Board of Directors is composed of: 9 Directors, including the Chief Executive Officer and the ■ Chairman of the Board of Directors; 7 Independent Directors; ■ 1 Director representing employees (Mr. Yann Debois, appointed ■ on July 27, 2017 for a three-year term, in accordance with Article L. 225-27-1 of the French Commercial Code and the Company’s bylaws); 4 women; ■ 6 foreign Directors and 1 with dual Franco-American nationality. ■ 2017 was marked by: the appointment of Mr. Bruce Hack as Chairman of the Board of ■ Directors, in February 2017, in replacement of Mr. Didier Lombard (Mr. Hack had been Lead Independent Director since May 2014 and Vice-Chairman of the Board of Directors since February 2016, all of which prepared him for his new role); the appointment by the Works Council of Mr. Yann Debois as new ■ Director representing the employees consequently to the end of the term of Mr. Nicolas Grelier; and the resignation of Mr. Hugues Lepic from his term of office, on ■ July 19, 2017.

4.1.1.1

[G4-34] [G4-35] [G4-36] [G4-38] [G4-39] [G4-42]

GRI

The Company is governed by a Board of Directors and a Chief Executive Officer. The Board of Directors appointed Mr. Bruce Hack as Chairman of the Board on February 22, 2017, effective February 27, 2017, in replacement of Mr. Didier Lombard, who resigned from his position of Chairman of the Board of Directors, having reached the age of 75. Mr. Frédéric Rose, Company Director, has been Chief Executive Officer since September 1, 2008, his term of office as Chief Executive Officer being indefinite. The choice to separate the offices of Chairman of the Board and Chief Executive Officer was made in 2009 in order (i) to allow the Chief Executive Officer to focus on the execution of the group’s strategy and management and (ii) to ensure the best balance of powers within the Board of Directors and the executive management.

Changes in the composition of the Board of Directors in 2017 and until the date of the present Registration Document

Date on which term of office began

Date on which term of office ended

Name

Gender Nationality

Directors whose term of office was renewed at the 2017 AGM* Directors who left the Board of Directors in 2017

Hugues Lepic

M French

December 2012

2020 AGM*

Didier Lombard M French

May 2004

April 2017 July 2017 July 2017 July 2020

Hugues Lepic Nicolas Grelier Yann Debois

M French M French M French

December 2012

July 2014 July 2017

Directors who joined the Board of Directors in 2017

Annual General Shareholders’ Meeting.

*

74

TECHNICOLOR REGISTRATION DOCUMENT 2017