Econocom - 2019 Universal registration document

05 management report

orporate governance statement

future financial instruments such as warrants or free shares, i.e ., issuing stock options or other financial instruments within the limits authorised by the Board of Directors, to whom the Compensation Committee is accountable. The Compensation Committee met thrice in 2019. 2019 compensation policy 5.7.1.2. Board of Directors The Bylaws provide for attendance fees for Directors. The Extraordinary General Meeting of 18 ژ December 2015 decided to increase the compensation of non-executive Directors from €3,000 to €5,000 per Board meeting from January ژ 2016, subject to actual attendance at meetings. Executive Directors do not receive any compensation in respect of their directorships for Econocom Group. Their compensation comes from contractual relationships or their terms of office with one or more Group companies; At its meeting of 24 ژ November 2016, the Board of Directors clarified the status of executive Director, excluding from the concept Directors having an operational function within subsidiaries but not holding executive positions at Econocom group. People in this position are considered to be non-executive Directors. However, they do not receive attendance fees. Directors not exercising any operational function do not receive any compensation other than the above-mentioned attendance fees. plans for granting

b) making proposals and recommendations to the Board of Directors with respect to the individual compensation of Directors and members of the Executive Committee, including the variable portion and long-term bonuses (long-term share incentives) ژ – whether or not shared-based – granted as stock options or other financial instruments, termination benefits and, if required by law, any resulting recommendations which the Board of Directors must submit to the shareholders for approval, c) making proposals and recommendations to the Board of Directors about setting and assessing performance targets linked to the individual compensation of Directors and Executive Committee members appointed by the Board of Directors; drafting the compensation report, in 2°) accordance with article ژ 3:6 section ژ 3 of the new Belgian Companies Code, which is subsequently added to the corporate governance statement; commenting on the compensation 3°) report during the Ordinary General Meeting; submitting recommendations to the 4°) Board of Directors with respect to the procedure and conditions concerning the Directors’ and Chairman’s Council members’ contracts; generally carrying out all the tasks 5°) assigned by the Board of Directors with respect to compensation. In accordance with article ژ 21 of the Bylaws, the Board of Directors also grants the Compensation Committee the power to implement Board decisions with respect to stock option plans or any other existing or

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2019 annual report