technicolor - 2019 Universal registration document

CORPORATE GOVERNANCE AND COMPENSATION CORPORATE GOVERNANCE

CHAIRPERSON OF THE BOARD’S MISSIONS AND ACHIEVEMENTS IN 2019 4.1.2.4 Chairperson of the Board of Directors, Ms. Anne Bouverot was vested with additional powers, in addition to those vested by law. In the framework of this governance change, the Internal Board Regulations were amended to reflect these additional powers, explained in Chapter 4: “Corporate governance and Compensation”, section 4.1: “Corporate governance” and paragraph 4.1.2.2 “Organization of Board of Directors’ works – Internal Board Regulations” of this Universal Registration Document.

In 2019, in addition to the powers vested to her by the law and within the scope of her additional powers, the Chairperson of the Board: effectively led the Strategy Committee’s meetings as well as the 1. other strategy discussions held during the year; engaged regularly in discussions with general management on 2. various subjects at their proposal.

COMPOSITION AND ACTIVITIES OF THE BOARD COMMITTEES 4.1.2.5 GRI [102-18] [102-26] [102-31] [102-34] [102-36]

The composition of the Board committees was reviewed by the Board of Directors on June 14, 2019, further to the appointment of new Directors by the Annual General Shareholders’ Meeting. The Audit Committee AMF’s report on Audit committees The Company refers to the AMF’s report on Audit committees issued on July 22, 2010 to prepare this report.

100% AVERAGE PARTICIPATION RATE

80% INDEPENDENCE RATE

7 MEETINGS IN 2019

5 MEMBERS

Composition as of June 14, 2019

4

Ms. Melinda J. Mount (Chairperson, Independent) Mr. Xavier Cauchois (Independent) Ms. Ana Garcia Fau (Independent) Mr. Brian Sullivan (Independent) Mr. Maarten Wildschut (Non-Independent)

Meets the requirements of Article L. 823-19 of the French Commercial Code, four members have specific skills in finance or accounting.

Individual attendance rates to Audit Committee meetings held in 2019

J. Mount: 100% • Mr. Xavier Cauchois: 100% • Ms. Ana Garcia Fau: 100% •

Mr. Brian Sullivan: 100% • Mr. Maarten Wildschut: 100% •

Mission

Organization of the Audit Committee’s activities

Defined by applicable law, its charter, and the Board Internal Regulations: assists the Board of Directors in fulfilling its responsibilities regarding • financial information and its publication, internal control procedures and risk management, Internal Audit, and internal procedures to check compliance with applicable laws and regulations; in particular, examines the draft parent company financial statements and • consolidated financial statements prior to their presentation to the Board of Directors; examines material off-balance sheet commitments; • checks the procedures adopted ensure the accounts provide a true and fair • view of the Company’s financial position and are in compliance with applicable accounting standards; expresses its opinion and makes proposals to the Board of Directors • regarding the nomination, missions, activities, compensation and dismissal of the Statutory Auditors; gives its authorization, or adopts procedures for authorization of non-audit • services by the Statutory Auditors; assesses the effectiveness of internal control and risk management systems; • reviews the work of the Ethics Committee, such as whistleblowing • procedure investigations (see Chapter 3, section 3.2.2: “General control environment” above).

At least four meetings per year, and whenever necessary before a Board of Directors’ meeting, according to a predetermined annual workplan. The Committee can: directly discuss with the Statutory Auditors in the absence of • officers or individuals contributing to the preparation of the financial statements; upon request, directly discuss matters with the Internal • Auditors in the absence of Executive Management; call upon the services of internal or external experts, in • particular, lawyers, accountants or other advisors or independent experts. The Statutory Auditors participate in each Audit Committee meeting. Review process for annual and interim financial statements: initial meeting to review the initial closing items; • second meeting to review the financial statements (for • practical reasons due to the attendance of Directors on the Audit Committee who live abroad, such second meeting may at times take place on the day before the meeting of the Board of Directors).

TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2019 103