Econocom - 2019 Universal registration document

05 management report

orporate governance statement

a Vice-Chairman, Robert Bouchard. The • Annual General Meeting of 19 ژ May 2015, voted to establish a mandate for the Vice-Chairman of the Board, and on 21 ژ May 2015 the Board of Directors appointed Robert Bouchard Vice-Chairman of the Board until the end of his term of office. The Board appoints one or more Vice-Chairs from its members. In the event that the Chairman is unable to attend, the Vice-Chair chairs the Board meetings; two Chief Executive Officers in charge of • the day-to-day management of Econocom group, Jean-Louis Bouchard (appointed on 5 ژ March 2018) and Bruno Grossi (appointed at the Board meeting of 4 ژ November 2015, with effect from 18 ژ December 2015); five non-executive Directors, Véronique di • Benedetto, Robert Bouchard, Rafi Kouyoumdjian, Jean-Philippe Roesch and Gaspard Dürrleman. Véronique di Benedetto exercised operational functions within Econocom group companies at 31 ژ December 2019. However, she is not considered to be an Executive Director, as this status is reserved for Directors holding executive positions at Econocom group itself, in accordance with a decision of the Board of Directors dated 24 ژ November 2016; lastly, five independent Directors within the • meaning of article ژ 7:87 sections 1 and 2 of the new Belgian Companies Code, Walter Butler, Adeline Challon-Kemoun, Anne Lange, Marie-Christine Levet and Jean Mounet.

Jean-Louis Bouchard was appointed by the Board of Directors at its meeting of 5 November 2018 as Chief Executive Officer of the Econocom group. During the course of the 2019 financial year, Mr Jean-Philippe Roesch continued with the assignment he accepted at the end of 2018, namely to advise and support the Executive Committee; initially via the company Orionisa Consulting, of which he is the Chairman and Shareholder, and then within the framework of a part-time, 6 month contract which ended on 31 July 2019. He is therefore considered Executive Director solely for the duration of this assignment. The Bylaws do not contain any special rules for appointing Directors or for renewing their term of office. Nor do they impose any age limit on the Board. Pursuant to a decision of the Extraordinary and Special General Meeting on 18 ژ December 2015, the term of office for Directors has been reduced from six to four years in order to comply with the recommendations of the 2009 Code. Other than their office on the Board of Directors of Econocom group, certain Directors have other offices, as set out below. The Chairman of the Board of Directors has controlling interests in a number of companies outside Econocom group and serves as Legal Manager or Chairman within them. Jean-Louis Bouchard is Chairman of Econocom International BV and Château Fontainebleau du Var, and Legal Manager of SCI Orphée, SCI de Dion Bouton, SARL Écurie Jean Louis Bouchard, SCI JMB, SCI LBB, SNC Fontainebleau International and SCI ژ 1 Montmorency.

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2019 annual report