technicolor - 2019 Universal registration document

CORPORATE GOVERNANCE AND COMPENSATION COMPENSATION

DIRECTORS’ FEES 4.2.1.3

a fee of €4,000 for each meeting of the Board of Directors and an • additional Director’s fee of €2,500 for each meeting that requires overseas or U.S. Coast to Coast travel; a fixed fee of €10,000 for each committee Chairperson; • a fee of €3,000 for each meeting of the Audit Committee and • €2,000 for other committees; and an exceptional Directors’ fees set at €10,000 per Director involved • in the 2019 summer strategic review. It is to be noted that there is no payment of fees for teleconference meetings or meetings lasting under one hour, nor any fees paid to the current Director representing employees or Mr. Maarten Wildschut in accordance with RWC’s policy. Except for Mr. Richard Moat, Ms. Anne Bouverot, Mr. Frédéric Rose and Mr. Bruce Hack, the Directors received no compensation other than Directors’ fees for fiscal year 2019. Except for Mr. Frédéric Rose, the Directors held no offices in other Group companies.

AND OTHER COMPENSATION GRI [102-35] [102-37]

In accordance with Article L. 225-37 of the French Commercial Code, the principles and rules defined by the Board of Directors to determine Directors’ fees granted to Board Members are set out below. The Remunerations Committee recommends to the Board of Directors the total amount of Directors’ fees to be submitted for shareholders’ approval at the Annual General Meeting, and their allocation among the Directors. The maximum annual amount of Directors’ fees that can be paid to the Directors was set at €850,000 by the Annual General Meeting held on April 29, 2016. The rules governing the allotment of the Directors’ fees payable for 2019 are the following: a fixed fee of €30,000 for each Director; •

DIRECTORS’ FEES AND OTHER COMPENSATION PAID TO DIRECTORS IN 2019 AND 2020 (TABLE NO. 3 OF THE ANNEX 4 OF THE AFEP-MEDEF CORPORATE GOVERNANCE CODE)

Gross amounts due in respect of fiscal year 2019 and paid in 2020

Gross amounts due in respect of fiscal year 2018 and paid in 2019

4

Other compensation items

Other compensation items

Directors’ fees

Directors’ fees

Name (in euros) Anne Bouverot

-

- - - - - - - - - - - -

49,667 76,000 53,667

81,875 (7)

Bpifrance Participations

81,500

- - - - - - - - - - - -

Xavier Cauchois

-

Birgit Conix (1)

28,500

-

Dominique D’Hinnin Yann Debois (2) Ana Garcia Fau Bruce Hack (3) Christine Laurens Melinda Mount Laura Quatela (4) Hilton Romanski (5)

- -

44,250

-

91,000 89,000

91,000 28,833 49,750 119,000

150,000 (8)

68,125 (8)

-

98,500 93,000 54,000

41,333

-

Brian Sullivan

- -

55,750

Maarten Wildschut (6)

-

TOTAL

535,500

150,000

609,250

150,000

Ms. Birgit Conix resigned from his office in September 2018. (1) Mr. Yann Debois is Employee Director since July 2017. (2) Mr. Bruce Hack’s term of office as Director ended in June 2019. (3) Ms. Laura Quatela’s term of office as Director ended in June 2019. (4) Mr. Hilton Romanski resigned from his office in October 2018. (5) In compliance with RWC’s policy, Mr. Maarten Wildschut does not receive any Directors’ fees. (6) In compliance with the Compensation policy applicable to the Chairperson of the Board, Ms. Anne Bouverot receives a fixed compensation of €150,000. For the year 2019, (7) this fixed compensation was pro-rated to €81,875 to take into account the fact that she was appointed in the course of the year. This amount was paid in 2019. In compliance with the Compensation policy applicable to the Chairperson of the Board, Mr. Bruce Hack receives a fixed compensation of €150,000. For the year 2019, this (8) fixed compensation was pro-rated to €68,125 to take into account the fact that his term ended in the course of the year.

Cécile Frot-Coutaz who was Board Observer was paid according to the same principles that those apply to Directors (as provided by the Board of Directors Internal Regulations). She received an amount of €38,250 for her participation to the Board of Directors’ meetings in 2019.

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TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2019