Econocom - 2019 Universal registration document

05 management report

corporate governance statement

FUNCTIONING OF THE BOARD OF DIRECTORS 5.5.2. The Board of Directors meets as often as it deems necessary. It met six times in 2019. The table below sets out the attendance of each Director at meetings of the Board and the various Committees in 2019:

Board of Directors Audit Committee Compensation Committee

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6 5 6 6 6 5 6 6 4 6 6 5 6 1

- - - -

- - - - - - - - -

Jean-Louis Bouchard

Robert Bouchard

Bruno Grossi

Véronique di Benedetto

6 5

Gaspard Dürrleman

2

Rafi Kouyoumdjian

- - - - -

Jean-Philippe Roesch

Walter Butler

Philippe Capron

Adeline Challon-Kemoun

3

Anne Lange

6

-

Marie-Christine Levet

-

3 3

Jean Mounet

Total number of meetings

6

The Board of Directors is responsible for approving the Company’s overall strategy proposed by the Chairman, authorising significant projects and ensuring that there are adequate resources to attain its objectives. It is entrusted with decision-making outside the scope of day-to-day management. The Board of Directors entrusts the Company’s operational management to the Executive Committee, within the limits of the powers stipulated in the Internal Rules of the Executive Committee. It also entrusts the day-to-day management to the Chief Executive Officers or, if applicable, the Managing Directors. The Board appoints the members of the Executive Committee, the Audit and Compensation Committees and the Chief Executive Officer(s), and generally ensures

that a clear and effective management structure is implemented. It also oversees the quality of the management duties performed and ensures that they are consistent with the Group’s strategic objectives. To that end, it receives information every quarter including the budget and revisions thereto, a consolidated summary of the quarterly report and any other information it deems useful. The Board may only validly debate and take decisions if at least half of its members are present or represented. Decisions are adopted on the basis of a majority of votes. In the event of a split decision, the person chairing the meeting has the deciding vote. In exceptional circumstances, when urgency and the best interests of the Company so dictate, decisions may be adopted pursuant to the unanimous consent of the Directors,

133

2019 annual report