Econocom - 2019 Universal registration document

05 management report

corporate governance statement

Committee, in charge of suggesting appointments to the Board of Directors. Although the Group has no specific formal procedures for assessing the Board of Directors and its members and Committees or the members of the Executive Committee, such assessments take place on an ongoing basis. In 2019, the Board of Directors entrusted Spencer Stuart with the task of assessing the Group's governance. The findings were presented during the 4 September ژ 2019 meeting of the Board of Directors. In 2004, the Board of Directors of Econocom group established an Audit Committee. At 31 ژ December 2019, its composition was not compliant with the 2009 Code, which requires that a majority of members of such ژ Committees be independent. The Committee comprises three Non-executive Directors selected by the Board for their recognised accounting skills, but two of whom (Gaspard Dürrleman and Rafi Kouyoumdjian) are not independent. The Chairman of the Board of Directors does not systematically attend Annual General Meetings, contrary to the recommendations of Principle ژ 8 of the 2009 Code, but he ensures that the Board of Directors is always represented by at least one Chief Executive Officer. Information about the main shareholders of Econocom group and their relationship with each other and the Company, are not published in the Corporate Governance Charter, but in the Management Report and updated each year.

Since 23 ژ November 2017, one-third of the members of Econocom group’s Board of Directors have been women, pursuant to the conditions set out in article ژ 7 section ژ 85 of the new Belgian Companies Code. At 31 ژ December 2019, the ژ Board had four women members: Véronique di Benedetto, whose term was ژ renewed in ژ 2017, and Adeline ژ Challon-Kemoun, Anne ژ Lange and Marie-Christine Levet, appointed in 2016. Following the entry into force of the European Market Abuse Regulation, on 18 ژ May 2017 the Board of Directors modified the provisions of its Internal Rules laying down procedures for controlling market transactions. Econocom group does not currently apply the recommendations in Principle ژ 4 of the 2009 Code, which state that “the Board should draw up nomination procedures and selection criteria for Board members” and that “a Nomination Committee should recommend suitable directorship candidates”. This principle also recommends a periodic assessment of each Director and of the Board of Directors and its Committees, in accordance with procedures set by the Board. Up until now, the Board of Directors had not wished to establish a Nomination Committee, nor any formal procedures for appointing the members of the Board of Directors and the Executive Committee, given that this recommendation by the Code was not suitable for the Econocom group because of its size. As from 2020 the Board of Directors has decided to change the Compensation Committee to become the Compensation and Nominations

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2019 annual report