technicolor - 2018 Registration document

CORPORATE GOVERNANCE AND COMPENSATION

CORPORATE GOVERNANCE

Article 15. Remuneration of Directors 15.1 Directors shall receive an annual amount of attendance fees ( jetons de présence ), the maximum amount of which is determined by the Shareholders’ Meeting. The committee in charge of remuneration proposes to the Board the global amount of Directors’ fees to be submitted for approval to the Shareholders’ Meeting, as well as the allocation of such amount amongst the Directors. 15.2 The annual allocation of the attendance fees is determined by the Board according to the effective attendance of the Directors at meetings of the Board and its committees. 15.3 As permitted by law, the Directors may be entitled to compensation for the execution of a mandate or a specific mission. The amount of this compensation is determined by the Board upon recommendation of the committee in charge of remuneration matters. 15.4 Board Observers may be entitled to compensation. The amount of this compensation is determined by the Board upon recommendation of the committee in charge of the remuneration matters, using the same principles as those applicable to the Directors’ compensation.

15.5 Directors shall be entitled to reimbursement for any reasonable expenses incurred in connection with their attendance of meetings of the Board or any committee on which they serve. 15.6 As a general matter, the remuneration of Directors must be determined in such a manner as for their independence to be preserved. Article 16. Performance Evaluation 16.1 The Board shall conduct an evaluation of its composition, organization and that of its committees on a regular basis, the objective being once a year. The Board dedicates one of the points on its agenda to a debate concerning its operation once a year and performs a formal evaluation at least once every three years. The purposes of the formal evaluation shall be notably to assess the way the Board operates, to check that the important matters are addressed and efficiently prepared and discussed, and to assess the contribution of the Directors to the Board’s activities. 16.2 The Board may require the assistance of an external Company for the conduction of such evaluation. 16.3 The Board shall consider the opportunity to review those Internal Board Regulations according to the results of the evaluation. 16.4 The results of the evaluation carried out are reported in the Company’s Annual report communicated to the shareholders.

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Executive Commitee 4.1.5

MEMBERS OF THE EXECUTIVE COMMITTEE 4.1.5.1 GRI [102-32] [405-1]

As of the date hereof, the Executive Committee comprises 11 members. The following table shows their responsibilities and year of appointment.

Name of Executive Committee Member

Age

Responsibility

Appointed

Frédéric Rose

56 56 59 63 49 54 45 55 57 51

Chief Executive Officer

2008 2016 2014 2014 2018 2018 2018 2016 2016 2014 2016

Luis Martinez-Amago

Deputy CEO, Connected Home Deputy CEO, Production Services

Tim Sarnoff

Fabienne Brunet Adrien Cadieux Laurent Carozzi

Human Resources & Corporate Social Responsibility Group General Counsel and Company Secretary

Chief Financial Officer

Ginny Davis

Chief Information Officer, Chief Security Officer Research & Innovation, Chief Technology Officer International Operations, Home Entertainment Services

Cristina Gomila Simon Hibbins

Quentin Lilly

Home Entertainment Services

Nathan Wappet

51

Chief Operating Officer, Production Services

101

TECHNICOLOR REGISTRATION DOCUMENT 2018