TECHNICOLOR_REGISTRATION_DOCUMENT_2017

- 4 CORPORATE GOVERNANCE AND COMPENSATION Corporate governance

The Nominations and Governance Committee 3 meetings in 2017 4 members

100% average participation rate

100% independence rate

Composition in 2017

Ms. Ana Garcia Fau (Chairwoman, Independent) Mr. Bruce Hack (Independent) Ms. Laura Quatela (Independent) Mr. Thierry Sommelet (Independent)

All committee members are Independent under the AFEP-MEDEF corporate governance Code. Mr. Rose, Chief Executive Officer, in involved in the work of this committee.

Individual attendance rates to Nominations and Governance Committee meetings held in 2017

Ms. Ana Garcia Fau : 100% ■ Mr. Bruce Hack : 100% ■

Ms. Laura Quatela : 100% ■ Mr. Thierry Sommelet : 100% ■

Mission

Activities of the Nominations and Governance Committee

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

analyzed the composition of the committees of the Board of Directors and ■ their new composition; examined the need for a Lead Independent Director; ■ discussed the change in the method of appointment of the Employee ■ Director; discussed the appointment of a new Chairman of the Board of Directors; ■ began to study the succession plan for the Chief Executive Officer and ■ prepared it for the Executive Committee’s members; discussed the amendment to the Board’s Internal Regulations; ■ reviewed the self-assessment performed in 2016 and prepared and ■ followed-up the external assessment of the Board of Directors for 2017.

The Remunerations Committee 4 meetings in 2017

2 members

100% average participation rate

100% independence rate

Composition in 2016

Ms. Laura Quatela (Chairwoman, Independent) Ms. Melinda J. Mount (Independent)

All committee members are Independent under the AFEP-MEDEF corporate governance Code.

Individual attendance rates to Remunerations Committee meetings held in 2017

Ms. Melinda Mount : 100% ■

Ms. Laura Quatela : 100% ■

Mission

Activities of the Remunerations Committee

issues recommendations to the Board of Directors regarding the ■ compensation of the Executive Directors and the amount of Directors’ fees to be submitted to the Shareholders’ Meeting; makes proposals regarding grants of stock options and performance shares ■ to the Group’s employees, and more generally regarding employee shareholding and employee savings programs; issues recommendations on the consistency of the compensation of ■ Executive Directors as compared with that of the other managers and employees.

reviewed the Group’s variable compensation plan and its application; ■ reviewed the Company’s policy regarding equal employment and wages; ■ discussed the elaboration of a new project of long-term compensation plan ■

in the form of performance shares (LTIP 2017); monitored the implementation of this plan; ■

studied the compensation of the Chief Executive Officer involving, in ■ particular, setting variable compensation targets and the compensation of the new Chairman.

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TECHNICOLOR

REGISTRATION DOCUMENT 2017