TECHNICOLOR_REGISTRATION_DOCUMENT_2017

4 - CORPORATE GOVERNANCE AND COMPENSATION Corporate governance

It is hereby noted that the Company does not comply with the following recommendations of the AFEP-MEDEF corporate governance Code: Recommendations of the AFEP-MEDEF corporate governance Code not complied with by the Company Explanation/Action plan Terms of office of Directors should be staggered so as to avoid replacement of the entire body and to favour a smooth replacement of Directors (paragraph 13.2). The Annual General Meeting of April 29, 2016 rejected the thirtieth resolution which provided for the directorships to be staggered. Membership of the Director representing the Employees to the Remunerations Committee (paragraph 17.1). Technicolor’s Work’ Council appointed Mr. Yann Debois as the new Director representing the Employees in July 2017. This appointment being still recent, the membership of Mr. Debois to the Board's Committees is under scrutiny by the Board of Directors.

When a non-compete agreement is entered into, the Board must incorporate a provision that authorizes it to waive the implementation of this agreement when the Officer leaves (paragraph 23.3).

This provision applies to agreements concluded after June 16, 2013. Mr. Frédéric Rose’s non-compete agreement was concluded in July 23, 2008, modified in March 9, 2009 and then not anymore modified.

Organization of Board of Directors’ works – Internal Board Regulations 4.1.2.2 [G4-34] [G4-35] [G4-36] [G4-37] [G4-39] [G4-42] [G4-43] [G4-47] GRI

The Board of Directors review at least once a year its membership, organization, operation and committees. In 2017, committee memberships were reviewed in February and the Directors’ Internal Regulations were also amended in February.

The preparation and organization of the Board of Directors’ works are described in the Board of Directors’ Internal Regulations, for which the main provisions are summarized below (for the integrality of the Board of Directors’ Internal Regulations, see sub-section 4.1.4 “Internal Board Regulations” of this Registration Document).

The Board of Directors

Powers vested by law determines the Company’s strategic directions and ensures their implementation; ■ examines all matters relating to the proper functioning of the Company and decides on all issues that impact it; ■ carries out all audits and controls that it deems necessary; ■ deliberates on an annual basis on Company policy regarding equal employment and wages; ■ authorizes any regulated agreements on a preliminary basis; ■ appoints the Chairman of the Board of Directors and sets his/her compensation; and ■ appoints the Chief Executive Officer and sets his/her compensation. ■ Additional powers arising from Internal Board Regulations

may appoint one or two Vice-Chairmen; ■ may appoint up to two Board Observers; ■

approves, on a preliminary basis, the strategic plan prepared by executive management; ■ authorizes the Chief Executive Officer to carry out the following strategic transactions: ■ (i) any material transaction outside the scope of Technicolor’s stated strategy or that is likely to materially affect the operational or financial situation of the Group, (ii) the conclusion of any material strategic partnership, (iii) any transaction (contribution, acquisition, disposal, merger, transfer of any entity, activity or assets) by any member of the Technicolor group for an amount of more than €25 million, either per operation or per series of related operations, (iv) the conclusion of new finance contracts increasing the Group’s level of indebtedness by more than €25 million, (v) the appointment of a Statutory Auditor who is not part of a network of international repute, (vi) any decision, by any company of the Technicolor group, to settle litigation where such settlement would result in a payment of more than €10 million to the relevant counterparty, and (vii) any significant changes to accounting principles applied by Technicolor or to any Company of the Technicolor group, other than changes made in application of applicable law or required by the Statutory Auditors of Technicolor or the relevant company.

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TECHNICOLOR REGISTRATION DOCUMENT 2017