technicolor - 2019 Universal registration document

CORPORATE GOVERNANCE AND COMPENSATION CORPORATE GOVERNANCE

The Remunerations Committee 8 MEETINGS IN 2019

95.83% AVERAGE PARTICIPATION RATE

75% INDEPENDENCE RATE

4 MEMBERS

Composition as of June 14, 2019

Mr. Xavier Cauchois (Chairperson, Independent) Mr. Yann Debois (Non-Independent) Ms. Christine Laurens (Independent) Ms. Melinda J. Mount (Independent)

A majority of Committee members are independent under the AFEP-MEDEF Corporate Governance Code.

Individual attendance rates to Remunerations Committee meetings held in 2019

avier Cauchois: 100% • Mr. Yann Debois: 87,50% •

Ms. Christine Laurens: 100% • Ms. Melinda J Mount: 100% •

Mission

Activities of the Remunerations Committee

reviewed the Group’s variable compensation plan and its • application; reviewed the Company’s policy regarding equal employment • and wages; discussed the elaboration of a new project of long-term • compensation plan in the form of restricted shares (LTIP 2019); studied the compensation of the Chief Executive Officer • involving, in particular, setting variable compensation targets; made recommendation regarding the compensation of the • new Chief Executive Officer; studied the financial conditions of the departure of the former • Chief Executive Officer.

issues recommendations to the Board of Directors regarding the • compensation of the Executive Directors and the amount of Directors’ fees to be submitted to the Shareholders’ Meeting; makes proposals regarding grants of stock options and performance shares • to the Group’s employees, and more generally regarding employee shareholding and employee savings programs; issues recommendations on the consistency of the compensation of • Executive Directors as compared with that of the other managers and employees.

4

The Strategy Committee 13 MEETINGS IN 2019

100% AVERAGE PARTICIPATION RATE

71.43% INDEPENDENCE RATE

7 MEMBERS

Composition as of June 14, 2019

Mr. Thierry Sommelet (Independent) • Mr. Brian Sullivan (Independent) • Mr. Maarten Wildschut (Non-independent) •

Ms. Anne Bouverot (Chairperson, Independent) • Mr. Richard Moat (Non-independent) • Mr. Dominique D’Hinnin (Independent) • Ms. Cécile Frot-Coutaz (Independent) •

Individual attendance rates to Strategy Committee meetings held in 2019

Ms. Anne Bouverot: 100% • Mr. Richard Moat: 100% • Mr. Dominique D’Hinnin: 100% • Ms. Cécile Frot-Coutaz: 100% •

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

Mission

Activities of the Strategy Committee

conducted a strategic review of the company's businesses and • markets in which it operates, as well as a review of its capital structure, with the help of external advisors; monitored the company’s strategic plan and corresponding • action plans.

assists the Board in monitoring the implementation of the Company’s • strategic plan; prepares the Board’s decisions in relation to the monitoring of the • implementation of the strategic plan under execution and, generally speaking, reviews the Company’s overall strategy.

It is to be noted that any Board Member can assist to the Strategy Committee’s meetings, even if he or she is not a member of such committee.

TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2019 105