technicolor - 2018 Registration document

4 CORPORATE GOVERNANCE AND COMPENSATION CORPORATE GOVERNANCE

ORGANIZATION OF BOARD OF DIRECTORS’ WORKS – INTERNAL BOARD REGULATIONS 4.1.2.2 GRI [102-18] [102-19] [102-20] [102-21] [102-23] [102-26] [102-27] [102-31]

provisions of which are summarized below (for the full Board of Directors’ Internal Regulations, see sub-section 4.1.4 “Internal Board Regulations” of this Registration Document).

The Board of Directors reviews at least once a year its membership, organization, operation and committees. In 2018, committee memberships were reviewed in October. The preparation and organization of the Board of Directors’ works are described in the Board of Directors’ Internal Regulations, the main

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: • any material transaction outside the scope of Technicolor’s stated strategy or that is likely to materially affect the operational or financial (i) situation of the Group, the conclusion of any material strategic partnership, (ii) any transaction (contribution, acquisition, disposal, merger, transfer of any entity, activity or assets) by any member of the Technicolor (iii) group for an amount of more than €25 million, either per operation or per series of related operations, the conclusion of new finance contracts increasing the Group’s level of indebtedness by more than €25 million, (iv) the appointment of a Statutory Auditor who is not part of a network of international repute, (v) any decision, by any company of the Technicolor group, to settle litigation where such settlement would result in a payment of more than (vi) €10 million to the relevant counterparty, and any significant changes to accounting principles applied by Technicolor or to any Company of the Technicolor group, other than changes (vii) 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 2018