technicolor - 2020 Universal Registration Document

4 CORPORATE GOVERNANCE AND COMPENSATION CORPORATE GOVERNANCE

96.15% AVERAGE PARTICIPATION RATE

100% INDEPENDENCE RATE

6 MEETINGS IN 2020

4 MEMBERS

Main Audit Committee’s activities in 2020

reviewed the organization of Internal Audit, the biannual audit plans • and their results, the internal control procedures (including the review of the 2020 internal control self-assessment), and security procedures for the Group; carried out an in-depth review of certain risks (Technicolor Risk • Management); reviewed the cybersecurity program and strategy; • reviewed the monitoring process of the covenants related to • the debt in the context of the financial restructuring; discussed compliance; • examined the Statutory Auditors’ audit approach and audit plan and • reviewed the matter of their independence; reviewed and approved when required the Statutory Auditors’ • non-audit services; reviewed the Statutory Auditors’ assessment on Group internal • controls; heard regularly the Chief Financial Officer, the Director of Norms • and Consolidation, the Director of Treasury and Credit Management and the Director of Central Controlling; met in executive sessions and met with Statutory Auditors without • management on a regular basis.

reviewed parent company and consolidated financial statements for • 2019 and for the first half of 2020, and revenue for the first and third quarter of 2020 (the review having been the subject of presentations by the Company’s Chief Financial Officer and the Statutory Auditors); reviewed the financial press releases and investor presentations for • the closing of fiscal year 2019, the first quarter of 2020, the first half of 2020 and the third quarter of 2020; examined accounting issues related to the closing of accounts for • fiscal year 2019, the first half of 2020 and fiscal year 2020, and furthermore for the fiscal year 2020, examined the annual financial documentation process review with a focus on new reporting requirement related to the financial restructuring and key closing items (impairment review, non-current result, litigations and correlative provisions); reviewed the budget 2020 and the business plan 2020-2022; • reviewed this Universal Registration Document; • carried out an in-depth review of impairment tests of goodwill and • key accounting issues surrounding the closing of accounts; discussed the equity structure of the Company; • reviewed the Group’s litigations; • reviewed the Company insurance policy. •

The Nominations & Governance Committee 5 MEETINGS IN 2020 4 MEMBERS

94.12% AVERAGE PARTICIPATION RATE

100% INDEPENDENCE RATE

Composition as of September 23, 2020

Ms. Anne Bouverot (Chairperson, Independent) • Ms. Cécile Frot-Coutaz (Independent) • Mr. Dominique D’Hinnin (Independent) • Mr. Thierry Sommelet (Independent) •

All members of the Committee are independent under • the AFEP-MEDEF Corporate Governance Code; The Chief Executive Officer is involved in the work of this Committee. •

Individual attendance rates to Nominations & Governance Committee meetings held in 2020

Current members: Ms. Anne Bouverot: 100% • Ms. Cécile Frot-Coutaz: 100% • Mr. Dominique D’Hinnin: 80% • Mr. Thierry Sommelet: 100% •

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

Main activities of the Nominations & Governance Committee in 2020 analyzed the composition of the committees and the Board of • Directors and recommended changes; discussed and recommended the appointment of two new Board • Observers; reviewed the process regarding the appointment of a second • Director representing employees; performed the annual review of Directors’ independence before • submitting this analysis to the Board; reviewed succession plan for the Executive Committee’s members; • reviewed the self-assessment performed in 2020 and prepared and • followed-up the new assessment of the Board of Directors for 2021.

Mission

submits proposals relating to the Company’s governance, in • particular, in respect of the organization and operation of the Board of Directors; also makes proposals to the Board of Directors for the appointment • of the Board Members, the Chairperson, the Chief Executive Officer and Board Committee members.

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TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2020