TECHNICOLOR_REGISTRATION_DOCUMENT_2017

- 4 CORPORATE GOVERNANCE AND COMPENSATION Corporate governance

Board of Directors 7 meetings in 2017

11 then 9 members

89% average participation rate

88% independence rate

Activities in 2017

Financial issues : reviewed the Company’s quarterly, half-yearly and annual ■ financial information and the preparation process (2017 annual budget, corporate and consolidated financial statements for 2016 and for the first half of 2017, revenues for the first and third quarters of 2017), reviewed major accounting issues (such as impairment tests of goodwill), reviewed press releases issued after Board meeting, as well as the Registration Document, after examination by the Audit Committee, the Remunerations Committee and the Nominations and Governance Committee for the sections falling under their respective areas of expertise;

Strategy of the Group : monitored the Company’s strategic plan ■ (Drive 2020) and corresponding action plans; Compensation and governance : decided on the compensation of the ■ Chairman and the Chief Executive Officer, decided to implement a Long-Term Management Incentive Plan (LTIP 2017), reviewed the independence of each Board member, deliberated on Company policy regarding equal employment and wages.

Succession planning

Compensation matters

Risk management

Financial structure & debt renegotiation

Strategy

Committees’ reports

Regulatory updates

Financial reporting & planning

Governance

Main Board decisions for 2017 (in addition to recurring issues described above)

Board meeting held on January 6, 2017

Attendance of 92%

Approval of Mr. Thierry Sommelet’s appointment as Bpifrance Participations’ representative; ■ Approved the grant of performance shares under a new plan rule (LTIP); ■ Approved the amendment to the attendance fees repartition rules, decided in order to increase variable over fixed ■ attendance fees.

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TECHNICOLOR

REGISTRATION DOCUMENT 2017