TECHNICOLOR_REGISTRATION_DOCUMENT_2017

4 - CORPORATE GOVERNANCE AND COMPENSATION Corporate governance

Independence of Directors The independence of the Board of Directors, in the absence of any controlling shareholder, is of great importance for the Company in order to ensure that the Board of Directors, as a body, represents not only the whole community of shareholders, but also the interests of the Company and of other stakeholders, employees and partners. At their meetings of February 2018, the Nominations & Governance Committee and the Board of Directors reviewed the independence of its members according to the definition and criteria set forth in the corporate governance Code of Listed Companies published by the Association française des entreprises privées (AFEP) and the Mouvement des entreprises de France (MEDEF) (the “AFEP-MEDEF corporate governance Code”), to which the Company adheres to (see paragraph 4.1.2.1 below). According to this Code, “ a Director is independent when he or she has no relationship of any kind whatsoever with the corporation, its group or its management that may interfere with his or her freedom of judgment”.

Should a “business relationships” exist between the Company and the group in which the Director is an employee or an executive, the Board of Directors shall conduct, where appropriate, a quantitative and qualitative review of such relationships to determine whether, from the perspective of the two parties, they are significant enough to be an obstacle to a Director’s independence. The specific criteria taken into consideration by the Board are: the percentage of each party’s total revenue accounted for by the ■ flow of business in question; whether or not this is a strategic relationship for the Company; ■ the financial terms of the business relationship; ■ any calls for tender; ■ the length of the relationship; ■

the organization of the business relationship (decision-making ■ powers of the Director with regard to the contract, whether the Director receives compensation, etc.). As of March 21, 2018, 7 of the 9 Directors (other than the Chief Executive Officer and the Director representing employees) were deemed to be independent. See below the summary of the assessment made by the Board of Directors meeting of February 21, 2018. Name Discussion Independent Bruce Hack Mr. Hack meets all requisite criteria to be considered as Independent Director. Yes Employee/ Executive Officer over the last five years Cross- directorships Significant business relations Family ties Statutory Auditor Term of office lasting more than 12 years

ü

ü

ü

ü

ü

ü

Frédéric Rose

Mr. Rose is Chief Executive Officer of the Company.

No

Employee/ Executive Officer over the last five years

Cross- directorships

Significant business relations

Family ties

Statutory Auditor

Term of office lasting more than 12 years

û

ü

ü

ü

ü

ü

Bpifrance Participations, represented by Thierry Sommelet

Bpifrance Participations holds less than 10% of the share capital.

Yes

Employee/ Executive Officer over the last five years

Cross- directorships

Significant business relations

Family ties

Statutory Auditor

Term of office lasting more than 12 years

ü

ü

ü

ü

ü

ü

Birgit Conix

Ms. Birgit Conix meets all requisite criteria to be considered as Independent Director.

Yes

Employee/ Executive Officer over the last five years

Cross- directorships

Significant business relations

Family ties

Statutory Auditor

Term of office lasting more than 12 years

ü

ü

ü

ü

ü

ü

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TECHNICOLOR REGISTRATION DOCUMENT 2017