technicolor - 2018 Registration document

3 RISKS, LITIGATION, AND CONTROLS INTERNAL CONTROL

Code of Ethics Created in 1999 and last updated in 2018, the Code of Ethics establishes the foundation of the Group’s core values and requires all employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. The Code of Ethics details the specific rules to guide employees in their day-to-day activities. Technicolor has also adopted several additional key policies including a Whistleblower Policy, Anticorruption Policy and Manual, and Ethical Sourcing Policy. Indeed, Technicolor is committed to uncompromising integrity in all of our actions. A reputation for integrity benefits Technicolor in countless large and small ways – we are a trusted advisor and service provider to our customers, a dependable collaborator for our business partners, a valuable member of our communities, and a reliable long-term investment for our shareholders. Ethical behavior and observance of laws are two main ingredients in building our reputation for uncompromising integrity. The Group also created an Ethics Compliance Committee in 2006, which is responsible for all ethical issues related to Technicolor’s activities and which is governed by the Code of Ethics and the charter for the Ethics Compliance Committee. This includes implementing any new policies if needed, training on existing policies, and investigating any and all reports of unethical behavior. It meets at least three times per year and more frequently when required. Over the last several years, the Group has deployed many ethics training programs. Several online training sessions were launched to educate employees on various ethical rules and obligations, including bribery, competition and fraud. Some dedicated training sessions were also organized on specific sites or for specific functions and via Webex conferencing. These training sessions involved more than 15,000 employees from 2010 through 2018. Financial Ethics Charter To reinforce awareness of the ethical dimension of finance activities, Technicolor has published an Ethics Charter specific to Finance personnel and activities. It is an extension of the Company’s Code of Ethics, which applies to all employees. The Financial Ethics Charter was first published in December 2005, is signed by the Chief Executive Officer and the Chief Financial Officer, and is distributed to key persons within the Finance organization. This policy promotes the following rules: acting honestly and with integrity and avoiding conflicts of interest, providing accurate, complete and objective information, compliance with all rules and regulations, public and private, to which the Group is subject, acting in good faith without misrepresenting material facts or allowing one’s judgment to be unduly influenced, respecting confidentiality of information, sharing and maintaining appropriate knowledge and skills, promoting ethical behavior in one’s environment, using and controlling responsibly assets under one’s supervisions and reporting known or suspected violations of the charter. A copy of the Code of Ethics and the Financial Ethics Charter is available on the Company’s website at www.mytechnicolor.com or upon request to the Company.

GROUP MANAGEMENT AND DECISION-MAKING PROCESSES GRI [102-19] [102-26]

The Group Management is organized around 2 principal bodies: the Executive Committee; • the Management Committee. • Placed under the authority of the Group’s Chief Executive Officer, the Executive Committee currently comprises 11 members consisting of Senior Executive Vice-Presidents and Executive Vice-Presidents in charge of Technicolor’s major businesses and of the principal corporate functions (Strategy, Finance, Human Resources, Communication). The Executive Committee meets to analyze and evaluate the financial performance (sales, operating income and cash flow) of the Group’s various businesses compared with the budget, strategic developments, and major events affecting the Group (sales contracts, partnerships, investments, etc.). The Management Committee includes the Executive Committee Members as well as leaders of Technicolor’s main functions and business operations. Its responsibilities are to ensure achievement of the Group’s objectives and to provide leadership across Technicolor. Depending on the topics, these Management Committee Meetings can be extended to some specific internal or external guests. Together, the 2 senior management bodies help ensure rapid, responsive decision-making as well as smooth, efficient implementation of such decisions. The Group holds quarterly Business Reviews for each business, during which the management reviews the performance of the business, the progress of the key programs in each business, key performance indicators, and any specific operational topic which requires management attention. These programs cover mainly key customer issues, new product introduction, operational performance, transformation programs, cost reduction, and HR-related programs. The Group established an Investment Committee in 2010 to drive prioritization and optimization of resource allocation across the Company’s organization. The Investment Committee is composed of the CEO, the CFO, Senior Executive Vice-Presidents, the HR Director and the Group General Counsel. The Investment Committee reviews all significant investment decisions, including material customer opportunities, capital expenditures, restructuring, M&A and joint ventures, asset disposals, pension contributions, large procurement contracts, leases, and financing commitments. The Investment Committee ensures compliance with the Board Internal Regulations and debt agreement obligations and is a key part of the Group’s internal control procedures. In 2014, the Group established the Technicolor Innovation Council. Composed of Excom members, its mission is to review and approve innovation strategies, plans, and initiatives. Such innovation decisions include, without limitation, opex/capex expenditures/financial investments (including equity investments), mergers & acquisitions, restructurings, partnerships related to innovation and strategy execution. The Committee is a governance body and as such is required to ensure that innovation decisions comply with corporate documentation (bylaws, Internal Board Rules), internal control procedures, regulatory obligations, and generally, Group corporate policies. It also ensures that innovation decisions will not have an adverse effect on the Group’s contractual commitments and are consistent with the Group’s strategy, budget and Business Plan.

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TECHNICOLOR REGISTRATION DOCUMENT 2018