technicolor - 2020 Universal Registration Document

CORPORATE GOVERNANCE AND COMPENSATION CORPORATE GOVERNANCE

Board of Directors 4.1.1

4.1.1.1

CORPORATE GOVERNANCE STRUCTURE GRI [102-18] [102-19] [102-20] [102-23] [102-26]

4 women; • 2 foreign Directors and 3 Directors based in the United States or • in the United Kingdom or with highly international profiles. The Board of Directors also includes two Observers, who attend the Board’s meetings in an advisory capacity. 2020’s highlights are: the appointment on March 23, 2020, of Ms. Cécile Frot-Coutaz as • a new Director, following her prior appointment as a Board Observer in June 2019; the end of office of Ms. Ana García Fau and Mr. Maarten Wildschut • on June 30, 2020; the end of office of Mr. Yann Debois, Director representing • employees, on July 26, 2020, and his replacement effective July 27, 2020 by Mr. Florent Chabaud, designated by the Company’s Works Council; the designation, effective on December 23, 2020, by the Group’s • European Works Council of Mr. Marc Vogeleisen as second Director representing employees, in accordance with the new provisions of article 11.3 of the Company’s by-laws as amended by the Shareholders’ Meeting of June 30, 2020; the appointment of two Board Observers in the context of and • following the 2020 financial restructuring, Mr. Gauthier Reymondier, from Bain Capital Credit, and Angelo Gordon represented by Mr. Julien Farre.

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 implementation 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 of Technicolor.

4.1.1.2

COMPOSITION AND EXPERTISE OF THE BOARD OF DIRECTORS GRI [102-22] [102-23] [102-24] [102-25] [405-1]

As of the date of publication of this Universal Registration Document, the Board of Directors is composed of: 10 Directors, including the Chairperson of the Board of Directors, • comprised of: 8 independent Directors, and • 2 Directors representing employees: following his departure from • the Group as of March 31, 2021, Mr. Florent Chabaud is in the course of being replaced at the time of publication of this Universal Registration Document;

4

CHANGES IN THE COMPOSITION OF THE BOARD OF DIRECTORS IN 2020 AND UNTIL THE DATE OF PUBLICATION OF THIS UNIVERSAL REGISTRATION DOCUMENT

Date on which term of office began

Date on which term of office ends

Name

Gender Nationality M American

Directors whose term of office was renewed at the 2020 AGM (1) Directors who left the Board of Directors in 2020

Brian Sullivan

June 2019

2023 AGM (1)

Ana García Fau

F

Spanish

April 2016

2020 AGM (1) 2020 AGM (1)

Maarten Wildschut

M Dutch M French

October 2018

Yann Debois Richard Moat

July 2017

July 2020

M English and Irish November 2019 May 2020

Directors who joined the Board of Directors in 2020

Cécile Frot-Coutaz F

French

March 2020

2023 AGM (1) March 2021

Florent Chabaud Marc Vogeleisen (2)

M French M French

July 2020

December 2020 December 2023 September 2020 March 2022 December 2020 June 2022

Board Observers who joined the Board of Directors in 2020

Gauthier Reymondier M French

Angelo Gordon, rep. by Julien Farre

M Canadian and French

Annual General Shareholders’ Meeting. (1) Second Director representing employees designated by the Group’s European Works Council. (2)

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TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2020