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

Made with FlippingBook Learn more on our blog