technicolor - 2020 Universal Registration Document

CORPORATE GOVERNANCE AND COMPENSATION CORPORATE GOVERNANCE

COMPOSITION AND ACTIVITIES OF THE BOARD COMMITTEES 4.1.2.5 GRI [102-18] [102-26] [102-31] [102-34] [102-36]

The composition of the Board committees was thoroughly reviewed by the Board of Directors on June 14, 2019, further to the appointment of new Directors by the Annual General Shareholders’ Meeting. In 2020, the Board of Directors decided some additional changes to this composition following the appointment of Ms. Cécile Frot-Coutaz

as new Director on March 23, 2020, the departure of Ms. Ana García Fau and Mr. Maarten Wildschut on June 30, 2020 at the end of their terms of office, and the designation by the Company’s Works Council in July 2020 of a Director representing employees, replacing Yann

Debois whose terms of office has expired.

The Audit Committee AMF’s report on Audit committees The Company refers to the AMF’s report on Audit committees issued on July 22, 2010 to prepare this report.

96.15% AVERAGE PARTICIPATION RATE

100% INDEPENDENCE RATE

6 MEETINGS IN 2020

4 MEMBERS

Composition as of September 23, 2020

Ms. Melinda J. Mount (Chairperson, Independent) • Mr. Xavier Cauchois (Independent) • Ms. Christine Laurens (Independent) • Mr. Brian Sullivan (Independent) •

Meets the requirements of Article L. 823-19 of the French Commercial Code. Three members have specific skills in finance or accounting.

Individual attendance rates to Audit Committee meetings held in 2020

Current members: Ms. Melinda J. Mount: 100% • Mr. Xavier Cauchois : 100% • Mr. Brian Sullivan: 100% • Ms. Christine Laurens: 50% •

Previous members who left in 2020: Ms. Ana García Fau: 100% • Mr. Maarten Wildschut: 100% •

4

Mission

Organization of the Audit Committee’s activities

Defined by the applicable law, its charter, and the Internal Board Regulations: assists the Board of Directors in fulfilling its responsibilities regarding • financial information and its publication, internal control procedures and risk management, Internal Audit, and internal procedures to check compliance with applicable laws and regulations; in particular, examines the draft parent company financial • statements and consolidated financial statements prior to their presentation to the Board of Directors; examines material off-balance sheet commitments; • checks the procedures adopted to ensure the accounts provide • a true and fair view of the Company’s financial position and are in compliance with applicable accounting standards; expresses its opinion and makes proposals to the Board of Directors • regarding the nomination, missions, activities, compensation and dismissal of the Statutory Auditors; gives its authorization, or adopts procedures for authorization of • non-audit services by the Statutory Auditors; assesses the effectiveness of internal control and risk management • systems; reviews the work of the Ethics Committee, such as whistleblowing • procedure investigations (see Chapter 3, section 3.2.2: “General control environment” above).

At least four meetings per year, and whenever necessary before a Board of Directors’ meeting, according to a predetermined annual workplan. The Committee can: directly discuss with the Statutory Auditors in the absence of officers • or individuals contributing to the preparation of the financial statements; upon request, directly discuss matters with the internal auditors • in the absence of Executive Management; call upon the services of internal or external experts, in particular • lawyers, accountants or other advisors or independent experts. The Statutory Auditors participate in each Audit Committee Meeting. Review process for annual and interim financial statements: initial meeting to review the initial closing items; • second meeting to review the financial statements (for practical • reasons due to the attendance of Directors on the Audit Committee who live abroad, such second meeting may at times take place on the day before the meeting of the Board of Directors).

TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2020 109