Econocom - 2019 Universal registration document

05 management report

corporate governance statement

expressed in writing. However, this procedure may not apply in relation to the approval of separate financial statements financial statements and the issuance of authorised capital. COMMITTEES CREATED BY 5.5.3. THE BOARD OF DIRECTORS Pursuant to the Bylaws, the Board of Directors is authorised to set up specific Committees and to determine their tasks and operating rules. Executive Committee 5.5.3.1. The Board of Directors has set up an Executive Committee, whose creation was ratified by shareholders at the Extraordinary General Meeting of 18 ژ May 2004. Following the transformation of Econocom group into a European Company, the Board of Directors revised the Internal Rules of the Executive Committee on 19 ژ May 2016 and 7 ژ September 2016. The Board entrusted the Executive Committee with Econocom’s operational management, in accordance with article ژ 15 section ژ 18 of the new Belgian Companies Code and article ژ 21 of the Bylaws. The role of the Executive Committee is to recommend strategic guidelines for the Group, implement the strategy chosen by the Chairman and approved by the Board of Directors, approve the budgets accordingly, manage the Group’s operational departments (within the scope of the powers of their governing bodies) and monitor their financial and operating performance. Executive Committee was modified several times during the year. The Board of Directors appointed a new Executive Committee on 28 ژ January 2019. As at 31 ژ December 2019, it was composed of the following members: The composition of the

Jean-Louis Bouchard, Angel Benguigui and Bruno Grossi, Eric Bazile, Eric Lucas, Philippe Goullioud, Laurent Roudil, Laurent Caparros and Chantal de Vrieze effective 11 ژ February 2019. The Executive Committee meets at least ten times a year. Compensation Committee 5.5.3.2. On 31 ژ August 2011, the Board of Directors set up a Compensation Committee. The role of the Compensation Committee is to advise and assist the Board of Directors with respect to its compensation policy. It is also charged with implementing plans for granting financial instruments (free shares, stock options, etc.). It drafts the compensation report, in accordance with article ژ 3, section ژ 6 of the Belgian Companies Code, which is subsequently appended to the corporate governance statement. One of its members will comment on the report at the Ordinary General Meeting. The Board of Directors has also granted the Compensation Committee, in accordance with article ژ 21 of the Bylaws, decision-making powers on behalf of the Board of Directors with respect to stock option plans or any other plans for granting financial instruments. In this respect, the Compensation Committee replaces the Stock Option Committee set up in February ژ 2003. As from 23 ژ January 2020 it ژ became the Compensation and Nominations Committee. The Committee has three members appointed by the Board of Directors for three-year terms that cannot exceed their term as Directors. As at 31 ژ December 2019 it consisted of the following members: Jean Mounet, Rafi Kouyoumdjian and Anne Lange. The Committee met three times in 2019.

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2019 annual report