Econocom - 2019 Universal registration document

05 management report

corporate governance statement

IMPLEMENTATION OF 5.5.6. THE DIVERSITY PROJECT

Econocom group’s Statutory Auditor is represented by Alexis Van Bavel, company auditor. 2019 Compensation 5.7. report This report was drafted in accordance with the provisions of articles ژ 7:100 and 3:6 section ژ 3 of the new Belgian Companies Code. Its purpose is to describe in detail the policy for compensating Directors (executive and non-executive), as well as members of the Executive Committee of Econocom group. COMPENSATION POLICY 5.7.1. FOR DIRECTORS AND MEMBERS OF THE EXECUTIVE COMMITTEE Procedure adopted to define 5.7.1.1. compensation for Directors and members of the Executive Committee and set their individual compensation On 31 ژ August 2011, the Board of Directors set up a Compensation Committee. The Committee comprises three non-executive Directors, two of whom are independent as defined in article ژ 7:87 section 1 of the new Belgian Companies Code. 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.). More specifically, the Compensation Committee is in charge of: upon recommendations of the 1°) Chairman and Chief Executive Officer: a) making proposals and recommendations to the Board of Directors with respect to the policy for compensating Directors and members of the Executive Committee and, if required by law, any resulting recommendations which the Board of Directors must submit to the shareholders for approval,

Econocom’s commitments, objectives and actions in respect of diversity, as well as the results of this policy, are described in paragraph ژ 1.1.4 of chapter ژ 3, (“Corporate Social Responsibility”). They mainly concern gender equality and support for people from disadvantaged backgrounds and people with disabilities. 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 86 of the Belgian Companies Code. At 31 ژ December 2019, the Board had four women members: Véronique di Benedetto, Adeline Challon-Kemoun, Anne Lange and Marie-Christine Levet. Women also sit on each of the various Committees created by the Board of Directors, namely the Executive Committee (Chantal De Vrieze), the Audit Committee (Marie-Christine Levet) and the Compensation Committee (Anne Lange). Econocom’s policy in favour of people from disadvantaged backgrounds is deemed * not to be designed for the Group’s senior staff. Despite having made particular efforts in this regard, Econocom has not yet hired a senior manager with a disability. Composition of 5.6. advisory bodies Econocom group’s Statutory Auditor is PricewaterhouseCoopers Réviseurs d’Entreprises SRL (Woluwe Garden, Woluwedal, 18 ژ 1932 ژ Saint Stevens Woluwe [Belgium]). Its term was renewed at the May ژ 2019 Annual General Meeting and expires at the May ژ 2021 Annual General Meeting.

Before amortisation of intangible assets from acquisitions. *

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2019 annual report