TECHNICOLOR_REGISTRATION_DOCUMENT_2017

- 4 CORPORATE GOVERNANCE AND COMPENSATION Corporate governance

Chairman of the Board of Directors Mr. Bruce Hack

Powers vested by law organizes and directs the work of the Board, reporting thereon to the Annual General Meeting; ■ ensures the proper functioning of the Company’s management bodies; and ■

ensures Directors are capable of performing their duties. ■ Additional powers arising from Internal Board Regulations regularly consulted by the Chief Executive Officer on all events of significance (whether they’re about the Group’s strategy, external growth projects or ■ financial operations); monitors extraordinary transactions (external and internal) affecting the Group’s scope of consolidation or structure; ■ ensures that Company strategy is being executed (Drive 2020 strategic plan); ■ organizes his activity so as to ensure that he is available and that he shares his market knowledge and extensive experience with the Chief Executive ■ Officer (at the Chief Executive Officer’s invitation, the Chairman may attend internal meetings with Company executives and teams, so as to share his opinion on strategic issues); meets with key group executives; ■ promotes Technicolor’s values and image, both internally and externally; and ■ coordinates the work of the Board of Directors with its committees. ■ The Chairman’s duties are contributory in nature and do not confer any executive power on him.

Chief Executive Officer Mr. Frédéric Rose

Powers vested by law Empowered with the broadest powers to act in any circumstances on behalf of the Company, subject to limitations imposed by the corporate purpose and those matters expressly reserved by law to the General Shareholders’ Meeting or the Board of Directors. Limits imposed by Board Internal Regulations prior authorization by the Board for certain strategic decisions (see above). ■ Additional powers specific annual authorization from the Board to issue warranties and guarantees in the name of the Company up to a certain amount. ■

Board Committees The Board of Directors is assisted in the performance of its tasks by four committees: the Audit Committee, the Nominations and Governance Committee, the Remunerations Committee and the Strategy Committee. Each committee formulates proposals, recommendations and assessments in its area of expertise, which is defined by its charter. To this end, it may decide to conduct any study that could assist the Board of Directors in its deliberations. The Chairman of each committee draws up the agenda for the meetings, which is then communicated to the Chairman of the Board of Directors. Proposals, recommendations and assessments produced by committees are compiled in a report to the Board of Directors. Board meetings Each year, the Board of Directors draws up a schedule of its meetings for the coming year, based on a proposal from the Chairman.

This schedule sets the dates for the Board of Directors’ regular meetings (in conjunction with the release of quarterly financial information, previous year’s annual results, half year results, meeting preceding the Ordinary Shareholders’ Meeting, etc.). In addition to the meetings included in the schedule, the Board of Directors holds meetings whenever required by the Company’s circumstances. If necessary, the Directors meet in working sessions. In addition, the Directors may meet in “executive sessions”, in which the Chief Executive Officer does not participate. Directors’ right to information The Chairman is required to communicate to each Director all documents and information necessary to carry out his or her work. The Board Internal Regulations stipulates that Other than in connection with Board meetings, Directors shall be kept informed, on a regular basis and by any mean, of the financial and liquidity situation, of the Company’s commitments, as well as any significant event and transaction relating to the Company . During its meetings, the Board of Directors may consult with the Company’s outside financial and legal advisors.

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TECHNICOLOR

REGISTRATION DOCUMENT 2017