technicolor - 2020 Universal Registration Document

4 CORPORATE GOVERNANCE AND COMPENSATION CORPORATE GOVERNANCE

CORPORATE GOVERNANCE 4.1 GRI [102-18] [102-22]

2020 was the first full year of management of Technicolor by a renewed and strengthened Board governance with the appointment of a new Chairperson of the Board of Directors, Ms. Anne Bouverot, and five new Board Directors in 2019 as well as the appointment of a new Chief Executive Officer, Mr. Richard Moat, on November 5, 2019. This reinforcement was pursued in 2020 by (i) the appointment of Ms. Cécile Frot-Coutaz as a new Board Director on March 23, 2020, after having attended the Board as an Observer bringing her knowledge of the Technology and Media sector and her expertise in company restructuring and (ii) the appointment of a second Director representing employees, Mr. Marc Vogeleisen on December 23, 2020. Ms. Ana García Fau and Mr. Maarten Wildschut left the Board at the end of their term of office in June 2020. On May 7, 2020, an Ad Hoc Committee composed of independent Directors was set up for the specific purposes of monitoring the Group financial restructuring and remained active until October 26, 2020. Pursuant to the completion of the Company’s financial restructuring in September 2020, the Board of Directors decided to appoint two Board Observers: Mr. Gauthier Reymondier, from Bain Capital Credit (on September 23, 2020) and Angelo Gordon, represented by Mr. Julien Farre, on December 17, 2020. The discussions of the Board are thus enriched by the opinions of the shareholders originally being lenders of the Company. It is to be noted that, due to the circumstances and especially the delayed agenda of the financial restructuring, Mr. Richard Moat could not, as initially planned, make a personal investment in the Company’s equity. Thus, the Chief Executive Officer did not hold any Company’s shares as required for him to remain a Director within the first six months following his appointment. Without any effect on his role of Chief Executive Officer, Mr. Richard Moat therefore left the Board as a Director on May 5, 2020 but continued to attend the Board’s meetings. The Board will propose to the next Shareholder’s Meeting to re-appoint Mr. Richard Moat as a Director, further to his personal significant investment in the Company’s equity made in December 2020. The Board of Directors, and its committees, experienced a sustained high level of activity, in particular with the implementation of the new Strategic Plan and the successful completion of Technicolor’s financial restructuring in September 2020. On December 31, 2020, the Board of Directors was composed of 10 Directors, including two employees’ representatives, and two Observers. Without taking into account the Observers and the employees’ representatives, the Board was 100% independent and with full gender parity. The composition of the Board’s committees also evolved in 2020 and, as in the case of the Board, reached a higher level of independence.

74

TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2020