technicolor - 2019 Universal registration document
CORPORATE GOVERNANCE AND COMPENSATION CORPORATE GOVERNANCE
Board of Directors 4.1.1
COMPOSITION AND EXPERTISE 4.1.1.2 OF THE BOARD OF DIRECTORS
4.1.1.1
CORPORATE GOVERNANCE STRUCTURE GRI [102-18] [102-19] [102-20] [102-23] [102-26]
GRI [102-22] [102-23] [102-24] [102-25] [405-1]
As of the date of this Universal Registration Document, the Board of Directors is composed of: 12 Directors, including the Chief Executive Officer and the • Chairperson of the Board of Directors, of which: 9 independent Directors, •
The Company is governed by a Board of Directors and a Chief Executive Officer. The choice to separate the offices of Chairperson of the Board and Chief Executive Officer was made in 2009 in order (i) to allow the Chief Executive Officer to focus on the execution of the Group’s strategy and management and (ii) to ensure the best balance of powers between the Board of Directors and the executive management. The separation of roles has been considered again in 2019 to be best suited to the current circumstances and needs for Technicolor.
3 non-independent Directors, and • 1 Director representing employees; • 5 women; •
5 foreign Directors. • 2019’s highlights are: the end of office of Mr. Bruce Hack, Chairperson of the Board of • Directors, and Ms. Laura Quatela on June 14, 2019; the appointment of 5 new Directors including Ms. Anne Bouverot as • Chairperson of the Board of Directors, Mr. Xavier Cauchois, Mr. Dominique D’Hinnin, Ms. Christine Laurens and Mr. Brian Sullivan as Directors on June 14, 2019; the appointment of Ms. Cécile Frot-Coutaz as Board Observer on • June 14, 2019 and as Director on March 23, 2020; the appointment of Mr. Richard Moat as Chief Executive Officer and • Director in replacement of Mr. Frédéric Rose on November 5, 2019.
4
CHANGES IN THE COMPOSITION OF THE BOARD OF DIRECTORS IN 2019 AND UNTIL THE DATE OF THIS UNIVERSAL REGISTRATION DOCUMENT
Date on which term of office began
Date on which term of office ends
Name
Gender Nationality
Directors whose term of office was renewed at the 2019 AGM*
Ana Garcia Fau Melinda Mount
F F
Spanish
April 2016 April 2016
2020 AGM* 2021 AGM* 2020 AGM*
American
Maarten Wildschut
M Dutch
October 2018
Directors who left the Board of Directors in 2019
Bruce Hack
M American
February 2010 2019 AGM*
Laura Quatela Frédéric Rose Anne Bouverot Xavier Cauchois
F
American
May 2013
2019 AGM*
M Franco-American October 2008
November 2019
Directors who joined the Board of Directors in 2019
F
French
June 2019 June 2019 June 2019 June 2019 June 2019
2022 AGM* 2022 AGM* 2022 AGM* 2022 AGM* 2020 AGM*
M French
Dominique D’Hinnin M French
Christine Laurens
F
French
Brian Sullivan Richard Moat
M American M Anglo-Irish
November 2019 2021 AGM*
Directors who joined the Board of Directors in 2020 Board Observer who joined the Board of Directors in 2019 Annual General Shareholders’ Meeting. *
Cécile Frot-Coutaz F
French
March 2020
2023 AGM*
Cécile Frot-Coutaz F
French
June 2019
March 2020
75
TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2019
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