technicolor - 2018 Registration document

4 CORPORATE GOVERNANCE AND COMPENSATION CORPORATE GOVERNANCE

Audit Committee’s activities

reviewed the Company insurance policy; • in-depth review of certain risks (Technicolor Risk Management); • reviewed the organization of internal audit, the biannual audit plans • and their results, the internal control procedures, and security procedures for the Group; reviewed cybersecurity matters and strategy; • presentation of pension schemes; • reviewed the impacts of the General Data Privacy Regulation; • discussed compliance and especially the anti-bribery risk mapping; • examinated the Statutory Auditors’ audit plan and reviewed the • matter of their independence; heard regularly the Chief Financial Officer, the Director of Norms • and Consolidation, the Director of Treasury and Credit Management and the Director of Central Controlling; met in executive sessions and met with Statutory Auditors without • management on a regular basis.

reviewed parent company and consolidated financial statements for • 2017 and for the first half of 2018, and revenue for the first and third quarter of 2018 (the review having been the subject of presentations by the Company’s Chief Financial Officer and the Statutory Auditors); reviewed the financial press releases and investor presentations for • the closing of fiscal year 2017, the first quarter of 2018, the first half of 2018 and the third quarter of 2018; accounting issues related to the closing of accounts for fiscal year • 2017, the first half of 2018 and fiscal year 2018; reviewed this Registration Document; • in-depth review of impairment tests of goodwill and key accounting • issues surrounding the closing of accounts; discussed the last developments of the Group’s litigations; • discussed the equity structure of the Company; •

The Nominations & Governance Committee 2 MEETINGS IN 2018 4 THEN 5 MEMBERS

100% AVERAGE PARTICIPATION RATE

80% INDEPENDENCE RATE

Composition in 2018

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

4 committee members out of 5 are independents under the AFEP-MEDEF Corporate Governance Code. Mr. Rose, Chief Executive Officer, is involved in the work of this committee.

Individual attendance rates to Nominations & Governance Committee meetings held in 2018

Ms. Laura Quatela: 100% • Mr. Thierry Sommelet: 100% • Mr. Maarten Wildschut: 100% •

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

Mission

Activities of the Nominations & Governance Committee analyzed the composition of the committees of the Board of • Directors and their new composition; discussed the appointment of a new Director; • examined the Board’s policy regarding new Directors and the skill set • required for further appointments; set up a succession plan for the Chief Executive Officer, the • Chairman of the Board of Directors and Executive Committee’s members; reviewed the external assessment performed in 2017 and prepared • and followed-up the self-assessment of the Board of Directors for 2018.

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.

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TECHNICOLOR REGISTRATION DOCUMENT 2018