technicolor - 2018 Registration document

CORPORATE GOVERNANCE AND COMPENSATION

CORPORATE GOVERNANCE

The Remunerations Committee 3 MEETINGS IN 2018

100% AVERAGE PARTICIPATION RATE

67% INDEPENDENCE RATE

2 THEN 3 MEMBERS

Composition in 2018

Ms. Laura Quatela (Chairwoman, Independent) Mr. Yann Debois (Non-Independent) Ms. Melinda J. Mount (Independent)

A majority of committee members are independent under the AFEP-MEDEF Corporate Governance Code.

Individual attendance rates to Remunerations Committee meetings held in 2018

Ms. Laura Quatela: 100% •

Mr. Yann Debois: no data as appointed in October 2018 • Ms. Melinda Mount: 100% •

Mission

Activities of the Remunerations Committee

reviewed the Group’s variable compensation plan and its application; • reviewed the Company’s policy regarding equal employment and • wages; discussed the elaboration of a new project of long-term • compensation plan in the form of performance shares (LTIP 2018); analyzed the impacts of the sale of the Patent Licensing activity for • the long-term compensation plans in place; studied the compensation of the Chief Executive Officer involving, • in particular, setting variable compensation targets.

issues recommendations to the Board of Directors regarding the • compensation of the Executive Directors and the amount of Directors’ fees to be submitted to the Shareholders’ Meeting; makes proposals regarding grants of stock options and performance • shares to the Group’s employees, and more generally regarding employee shareholding and employee savings programs; issues recommendations on the consistency of the compensation of • Executive Directors as compared with that of the other managers and employees.

The Strategy Committee 5 MEETINGS IN 2018

100% AVERAGE PARTICIPATION RATE

75% INDEPENDENCE RATE

4

5 THEN 4 MEMBERS

Composition in 2018

Mr. Bruce Hack (Chairman, Independent) Mr. Frédéric Rose Ms. Laura Quatela (Independent)

Mr. Thierry Sommelet (Independent) Until October 2018: Mr. Hilton Romanski (Independent) Individual attendance rates to Strategy Committee meetings held in 2018

Mr. Thierry Sommelet: 100% • Mr. Hilton Romanski: 100% •

Mr. Bruce Hack: 100% • Mr. Frédéric Rose: 100% • Ms. Laura Quatela: 100% •

Mission

Activities of the Strategy Committee

reviewed the Group’s strategic projects and strategy; • actively participated in the implementation of the Group strategic • plan.

assists the Board in monitoring the implementation of the • Company’s strategic plan; prepares the Board’s decisions in relation to the monitoring of the • implementation of the strategic plan under execution and, generally speaking, reviews the Company’s overall strategy.

It is to be noted that any Board member can assist to the Strategy Committee’s meetings, even if he or she is not a member of such committee.

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TECHNICOLOR REGISTRATION DOCUMENT 2018