Universal Registration Document 2021

CORPORATE GOVERNANCE AND COMPENSATION CORPORATE GOVERNANCE

100% AVERAGE PARTICIPATION RATE

100% INDEPENDENCE RATE

5 MEETINGS IN 2021

4 MEMBERS

Mission

Main activities in 2021

issues recommendations to the Board of Directors regarding the • compensation of (i) the Chief Executive Officer (and other Executive Directors if any), (ii) the Chairperson of the Board, and (iii) the other Directors to be submitted to the Shareholders’ Meeting; makes proposals regarding share options and equity incentive • programs, and in general any equity-linked incentive and employee shareholding program; issues recommendations on the consistency of the compensation of • the Chief Executive Officer (and other Executive Directors if any) as compared with that of the other managers and employees.

reviewed the Group’s variable compensation plan and its application • (2020 results and 2021 targets); reviewed the Company’s policy regarding equal employment and • wages; reviewed and proposed to the Board of Directors the compensation • policies for the Corporate Officers (Chief Executive Officer, Chairperson of the Board and Directors) to be approved by the General Shareholder’s Meeting under the say on pay ex-ante ; studied the compensation of the Chief Executive Officer and, in • particular, proposed variable compensation targets; recommended to the Board of Directors the issuance of the • Long-Term Incentive Plan 2020 (LTIP 2020) for Executive Committee’s members: terms and conditions of granting proposals; completed its works on the elaboration of an Incentive & Investment • Plan for the Chief Executive Officer and other eligible members of the Executive Committee and recommended the grant of additional performance shares (Additional Share Plan 2020); was given an update by an external consultant on say on pay 2021 • Annual General Meetings seasons and a benchmark and future trends analysis on executive compensation.

The Strategy Committee 7 MEETINGS IN 2021

100% AVERAGE PARTICIPATION RATE

80% INDEPENDENCE RATE

4

4 MEMBERS

Composition

Ms. Anne Bouverot (Chairperson, Independent) • Mr. Dominique D’Hinnin (Independent) • Mr. Richard Moat (Non-independent) • Mr. Thierry Sommelet (Independent) •

Ms. Melinda J. Mount attends this Committee as permanent guest.

Individual attendance rates to Strategy Committee meetings held in 2021

Current members: Ms. Anne Bouverot: 100% • Mr. Dominique D’Hinnin: 100% • Mr. Richard Moat: 100% • Mr. Thierry Sommelet: 100% •

Previous members who left in 2021 or 2022: Ms. Cécile Frot-Coutaz: 100% • Mr. Brian Sullivan: 100% •

Mission

Main activities in 2021

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. examined strategic options related to the various Technicolor • businesses; examined specific strategic projects; • examined the question of the refinancing of Technicolor’s debt in • liaise with the strategic options. It is to be noted that any Board Member can attend the Strategy Committee’s meetings, even if he or she is not a member of such Committee.

115

TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2021

Made with FlippingBook Online newsletter creator