technicolor - 2019 Universal registration document

4 CORPORATE GOVERNANCE AND COMPENSATION CORPORATE GOVERNANCE

100% AVERAGE PARTICIPATION RATE

80% INDEPENDENCE RATE

7 MEETINGS IN 2019

5 MEMBERS

Audit Committee’s activities

reviewed the Company insurance policy; • in-depth review of certain risks (Technicolor Risk • Management); reviewed the organization of Internal Audit, the biannual audit • plans and their results, the internal control procedures, and security procedures for the Group; reviewed cybersecurity matters and strategy; • reviewed pension schemes; • reviewed the impacts of the General Data Privacy Regulation; • discussed compliance; • examinated the Statutory Auditors’ audit plan and reviewed • the matter of their independence; heard regularly the Chief Financial Officer, the Director of • Norms and Consolidation, the Director of Treasury and Credit Management and the Director of Central Controlling; met in executive sessions and met with Statutory Auditors • without management on a regular basis.

reviewed parent company and consolidated financial statements for 2018 • and for the first half of 2019, and revenue for the first and third quarter of 2019 (the review having been the subject of presentations by the Company’s Chief Financial Officer and the Statutory Auditors); reviewed the financial press releases and investor presentations for the • closing of fiscal year 2018, the first quarter of 2019, the first half of 2019 and the third quarter of 2019; accounting issues related to the closing of accounts for fiscal year 2018, • the first half of 2019 and fiscal year 2019; reviewed this Universal Registration Document; • in-depth review of impairment tests of goodwill and key accounting issues • surrounding the closing of accounts; discussed the last developments of the Group’s litigations; • discussed the equity structure of the Company. •

The Nominations & Governance Committee 6 MEETINGS IN 2019 5 MEMBERS

96,67% AVERAGE PARTICIPATION RATE

80% INDEPENDENCE RATE

Composition as of June 14, 2019

Garcia Fau (Chairperson, Independent)

4 Committee members out of 5 are independents under the • AFEP-MEDEF Corporate Governance Code. The Chief Executive Officer is involved in the work of this • Committee.

• Ms. Anne Bouverot (Independent) • Mr. Dominique D’Hinnin (Independent) • Mr. Thierry Sommelet (Independent) • Mr. Maarten Wildschut (Non-Independent) •

Individual attendance rates to Nominations & Governance Committee meetings held in 2019

Ms. Ana Garcia Fau: 100% • Ms. Anne Bouverot: 100% •

Mr. Dominique D’Hinnin: 100% • Mr. Thierry Sommelet: 100% • Mr. Maarten Wildschut: 100% •

Mission

Activities of the Nominations & Governance Committee analyzed the composition of the committees and the Board of • Directors; examined the Board’s policy regarding new Directors and the • skill set required for further appointments; searched for candidates to recommend their appointment as • Directors; discussed the appointment of a new Board Observer; • searched for a new Chief Executive Officer; • set up a succession plan for the Chief Executive Officer, the • Chairperson of the Board of Directors and Executive Committee’s members; reviewed the external assessment performed in 2019 and • prepared and followed-up the self-assessment of the Board of Directors for 2020.

submits proposals relating to the Company’s governance, in particular, in • respect of the organization and operation of the Board of Directors; also makes proposals to the Board of Directors for the appointment of the • Board Members, the Chairperson, the Chief Executive Officer and Board committee members.

TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2019 104