Econocom - 2019 Universal registration document

05 management report

corporate governance statement

Executive non-executive Directors with operational functions and members of the Executive Committee The compensation of executive Directors and members of the Executive Committee appointed by the Board of Directors is set by the Chairman and Chief Executive Officer, based on advice from the Compensation Committee. The compensation of executive Directors and members of the Executive Committee includes a significant variable portion, which accounts for between 20% and 50% of the total compensation. At the Extraordinary General Meeting of 28 ژ September 2011, the Board of Directors was granted an exemption from article ژ 7:91, paragraph ژ 2 of the new Belgian Companies Code pertaining to the rules governing the distribution of the variable portion of compensation for 2011 and 2012. At the Annual General Meeting of 21 ژ May ژ 2013, this exemption was renewed indefinitely. The variable portion of compensation paid to executive Directors and Executive Committee members was set in 2019 based on annual performance criteria. 2019 variable compensation paid to executive Directors and members of the Executive Committee was subject to the achievement of objectives, both qualitative and quantitative. A significant proportion of compensation paid to members of the Executive Committee was subject to the achievement of a joint quantitative objectives relating to the Group's budget targets, and in particular recurring profit, revenue and the net debt of the Group and or areas of responsibility specific to each manager. The other qualitative and quantitative objectives are specific to each Executive Committee member and Directors,

executive Director, and depend on the scope of their duties and responsibilities. As is the case with all Econocom group employees, the executive Directors and Executive Committee members who are employees of the Group, are assessed on a continuous basis throughout the year by their managers and at the annual appraisal, which is held in the first quarter of the following year. The compensation of non-executive Directors with operational functions is set by the Chairman or a member of the Executive Committee. The compensation policy for 2020 is consistent with the compensation policy for 2019. Compensation includes a variable component of at least 30% of total compensation. The variable compensation of executive Directors, non-executive Directors with operational functions and Executive Committee members is subject to the achievement of qualitative and quantitative objectives specific to each person, based on their duties and responsibilities. These objectives concern the (I) ژ results (revenue and profit before tax) of the Group and of the activity for which they are responsible, (II) ژ revenue targets or development targets in strategic market segments or offers for the Group, targets relating to productivity and compliance with financial ratios, including working capital requirements and net debt, and lastly, (III) qualitative objectives, based in particular on quality indicators. The Board of Directors did not deem it necessary, given the reliability of the Group’s financial information, to implement a system for retrieving variable compensation granted on the basis of incorrect financial information.

139

2019 annual report