Universal Registration Document 2021

CORPORATE GOVERNANCE AND COMPENSATION CORPORATE GOVERNANCE

Board of Directors 4.1.1

4.1.1.1

CORPORATE GOVERNANCE STRUCTURE

COMPOSITION AND EXPERTISE 4.1.1.2 OF THE BOARD OF DIRECTORS

[102-18] [102-19] [102-20] [102-23] [102-26]

[102-22] [102-23] [102-24] [102-25] [405-1]

The Company is governed by a Board of Directors and a Chief Executive Officer. The choice to separate the offices of Chairperson of the Board and Chief Executive Officer was made in 2009 in order (i) to allow the Chief Executive Officer to focus on the implementation of the Group’s strategy and management and (ii) to ensure the best balance of powers between the Board of Directors and the executive management. The separation of roles has been considered again in 2019 to be best suited to the current circumstances and needs of Technicolor.

As of the date of publication of this Universal Registration Document, the Board of Directors is composed of 11 Directors, including the Chairperson of the Board of Directors, and 2 Observers who attend the Board’s meetings in an advisory capacity. 2021’s highlights are: the reappointment on May 12, 2021, of Mr. Richard Moat as a • Director (1) ; the appointment on May 10, 2021, by the Company’s Works Council • of Mr. Loïc Desmouceaux as Director representing employees further to Mr. Florent Chabaud’s departure. Early 2022, Ms. Katherine Hays was appointed by the Board of Directors on February 23, 2022 as a new Director, in replacement of Ms. Cécile Frot-Coutaz who resigned as of September 1, 2021. This appointment was agreed by cooptation and will be submitted to the next General Shareholders' Meeting.

CHANGES IN THE COMPOSITION OF THE BOARD OF DIRECTORS IN 2021 AND UNTIL THE DATE OF PUBLICATION OF THIS UNIVERSAL REGISTRATION DOCUMENT

4

Date on which term of office began

Date on which term of office ends

Name

Gender Nationality

Directors whose term of office was renewed at the 2021 AGM (2)

Melinda J. Mount Bpifrance Participations, rep. by Thierry Sommelet

F

American

April 2016

2024 AGM (2)

M French

January 2016

2024 AGM (2)

Directors who left the Board of Directors since January 1, 2021 Directors who joined the Board of Directors since January 1, 2021

Florent Chabaud

M French

July 2020

March 2021

Cécile Frot-Coutaz F

French

March 2020 February 2022

September 2021 2023 AGM (2)

Katherine Hays

F

American

Loïc Desmouceaux

M French

May 2021

May 2024

Richard Moat

M English and Irish May 2021 (1)

2024 AGM (2)

Mr. Richard Moat has been appointed as Chief Executive Officer and Director of the Board on November 5, 2019. The fact that Mr. Richard Moat could not acquire the statutory number of shares required (1) by Article 11.2 of the Company’s by-laws within six months after his appointment led, as a purely mechanical application of Article L. 225-25 of the French Commercial Code, to his automatic resignation as a Director on May 2020. Annual General Shareholders' Meeting. (2)

83

TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2021

Made with FlippingBook Online newsletter creator