Econocom - 2019 Universal registration document

05 management report

corporate governance statement

DAY-TO-DAY MANAGEMENT 5.5.4. The Board of Directors has entrusted the day-to-day management of the Econocom group to the Chief Executive Officers, in accordance with articles ژ 15, section ژ 18 and 7, section ژ 121 of the new Belgian Companies Code. All major decisions regarding the subsidiaries are made by the relevant body, with the assent of the Chief Executive Officer in charge of the issue or activity in question. The subsidiaries generally do not have any major decision-making powers other than those concerning day-to-day management. The powers of Group subsidiaries’ managers and the limits to these powers are set out in an internal reference document. The Executive Committee is in charge of operational management. IMPLEMENTATION OF 5.5.5. Article ژ 7:96 of the new Belgian Companies Code provides for a specific procedure within the Board of Directors to address conflicts of interest involving one or more Directors when it makes decisions or concludes transactions. At its meeting of 22 November 2012, the Board of Directors also adopted a procedure governing transactions or other contractual relationships between Econocom group and the Directors and members of the Executive Committee when such transactions or other contractual relationships are not covered by the provisions of article ژ 7:96 of the new Belgian Companies Code. Articles ژ 7:96 and 7:97 of the new Belgian Company Code were not applied in 2019, nor was the Group’s conflict of interest procedure. PROVISIONS GOVERNING CONFLICTS OF INTEREST

Audit Committee 5.5.3.3. The Audit Committee was created by the Board of Directors on 18 ژ May 2004. As of 31 ژ December 2019, two of its members are non-executive Directors and one is an independent Director. The Committee is chaired by Gaspard ژ Dürrleman. The term of office is three years, provided that it does not exceed the holder’s term of office as Director. The Audit Committee meets as often as required. It met six times in 2019, with all members in attendance (as stated in section ژ 5.5.2 above), an executive Director, the Company Secretary, Éric Bazile, Group Financial Controller, and the head of Internal Audit. The members of the Audit Committee invite the Statutory Auditor and any other person deemed useful by the Committee as required by the agenda. The Audit Committee is responsible for helping the Board of Directors perform its duty of controlling Econocom group’s operations. In particular, it examines the quality and relevance of internal and external audit engagements, monitors internal control and risk management procedures, ensures that the accounting policies used are appropriate, and that the Group’s financial data are complete and accurate. Article ژ 3:6 of the new Belgian Companies Code stipulates that companies must be able to demonstrate the independence and audit and accounting expertise of at least one of the members of the Audit Committee. Econocom complies with this requirement.

135

2019 annual report