Econocom - 2019 Universal registration document

05 management report

corporate governance statement

Corporate governance 5. statement Applicable corporate 5.1. governance code

Exemptions from the 5.2. 2009 Code Econocom group applies the recommendations of the 2009 Code, except for those which the Board has deemed ill-suited to Econocom group’s size, or that it intends to implement over the long term. The principles with which Econocom group does not comply, in whole or in part, are described below. The Group currently only partially applies the recommendations of Principle 1 of the Code. Jean-Louis Bouchard combines the duties of Chairman of the Board of Directors, Chief Executive Officer and Chairman of the Group’s Executive Committee. As such, the Group does not fully adhere to the principle of segregating the Board of Directors’ powers of control and executive powers. At 31 ژ December 2019, Jean-Louis Bouchard indirectly held 36.44% of Econocom group’s capital. Such a system meets the characteristics of Econocom group’s shareholdings and is aimed at ensuring management stability as Econocom implements its long-term strategy. Moreover, the Board of Directors has to date decided against appointing a Secretary to advise it on governance and report to it on compliance with the applicable procedures and rules. However, this function had been taken over informally by Galliane Touze, Company Secretary of the Econocom group until 31 ژ July 2019 and by Antoinette Roche, Legal Director as from that date.

Econocom group confirms that it adheres to the principles of the Belgian Corporate Governance Code that came into force in 2009 (the “2009 Code”) and that it plans to adhere to the principles of the new Belgian Corporate Governance Code that comes into force on 1 ژ January 2020. This Code is available at: www.corporategovernancecommittee.be Econocom publishes the various Internal Rules (in French only) that comprise its Corporate Governance Charter on its website: www.econocom.com under ژ Investors/ Governance/Board ژ of Directors and Executive Committee. The Board of Directors adheres to the Corporate Governance Code. The transformation of Econocom group into a European Company ( societas europaea ) on 18 ژ December 2015 prompted the Board of Directors to change the Internal Rules of the Board of Directors and the Executive Committee on 19 ژ May 2016. The Executive Committee’s Internal Rules again changed on 7 ژ September 2016, and the Committee was renamed the Executive Committee at that time. In connection with the change in its corporate governance, the Econocom group in early 2020 was required to amend the Internal Rules of its Audit Committee and its Compensation Committee. The latter was renamed “Compensation and Nominations Committee” on that occasion.

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2019 annual report