technicolor - 2019 Universal registration document
4 CORPORATE GOVERNANCE AND COMPENSATION CORPORATE GOVERNANCE
BOARDMEETING HELDON JULY 24, 2019
ATTENDANCE OF 100%
Approval of the June 30, 2019 financial statements and half-year report • Amended the Board’s Internal Regulations •
Grant of Restricted Shares • Appointed a Board Observer •
BOARDMEETING HELDON NOVEMBER 5, 2019
ATTENDANCE OF 90.90%
Decided the end of Office of the Chief Executive Officer • Appointed a new Chief Executive Officer • Set the compensation of the new Chief Executive Officer • Grant of Restricted Shares • Authorized the merger of Technicolor Home Entertainment of America (a subsidiary owned at • 100%) into Technicolor SA Discussed the anti-bribery compliance program of the Group •
BOARDMEETING HELDON DECEMBER 20, 2019
ATTENDANCE OF 100%
Financial terms of the departure of Mr. Frédéric Rose (Chief Executive Officer of Technicolor • until November 5, 2019)
REMINDER: EVALUATION IN 2019 Procedure: An external evaluation was conducted in February-March 2019 by Spencer Stuart under the supervision of the Nominations & Governance Committee. Following this assessment which revealed that there was a need to review the Board composition, the Board addressed the concerns raised by working on reshaping the Board of Directors and renew Technicolor's governance.
EVALUATION IN 2020
Procedure: Questionnaire drawn up by the Nominations and Governance Committee sent to all Directors. Themes: Board composition and structure, Board effectiveness, working methods, relationship between Board Members, executive management, shareholders and stakeholders, Succession planning, Committee’s activities, approval and oversight of corporate strategy. Result and analysis: All Directors and the observer filled in the Board assessment form. Summary of key points: Strong level of engagement from all Board members with a shared commitment to the success of Technicolor, demonstrated through the time • dedicated to their duties. Good level of diversity and complementary skills amongst Directors. • Efficient and rapid integration of the new Board members ensured through comprehensive onboarding sessions. • Freedom to speak and express opinions is perceived as very positive by all Directors. • Good quality of information and presentations during meetings. • Positive perception of the Committees' work and of the ability to follow activities of other committees. • Unanimity on the good leadership provided by the Chairperson. • Areas for improvement: Several Board members would like to have more regular update on market information (eg. competition). • Some asked to spend more time on Risk assessment and Succession planning. • Some dashboard with more operational KPIs, complementing existing financial reporting, would be helpful. • Presentations should be sent to the Board earlier. •
TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2019 102
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