Econocom - 2019 Universal registration document

02 group overview

corporate governance

Corporate Governance 5. Board of Directors 5.1.

BOARD OF DIRECTORS 5.1.1. Composition of the Board 5.1.1.1. of Directors Appointment (article ڳ 14 of 5.1.1.1.1. the Bylaws and article ڳ 4 of the Board of Directors’ internal rules) The Company is governed by a Board comprising at least three members, whether or not shareholders or legal persons. Members are appointed to the Board for a maximum term of four years by the General Shareholders’ Meeting, which may remove them at any time. They may be re-elected. The term of office of outgoing Directors ends immediately after the General Meeting that decides on re-election. The composition of the Board ensures an even balance between the Chief Executive Officers, the non-executive Directors and the independent non-executive Directors. If the number of Directors so permits, at least three Directors shall be independent within the meaning of Appendix A of the Belgian Corporate Governance Code. The aim is that at least half of Board members should be non-executive Directors, and that at least one-third of Board members should be of a different gender than the other members. Directors are appointed by the General Shareholders’ Meeting from the candidates put forward by the Board. Directors undertake to act in Econocom’s interest and to maintain independence of judgement, decision-making and action in all circumstances. They participate in the work of the Board in a wholly impartial manner. Even if Directors know Econocom group’s business sector well, they should continue to build on their knowledge and expand their expertise.

and Advisory Committees The composition and functioning of the Board of Directors and the Board’s Committees are governed by: articles ژ 7:85 et ڳ seq. of the new Belgian • Companies Code; articles ژ 14 et ڳ seq. of the Bylaws; • the internal rules of the respective • Committees, available on the Econocom website (www.econocom.com), i.e. : the internal rule of the Board of (i) Directors’ meeting of 19 ژ May 2016 (the “Board of Directors’ internal rule”); the internal rule of the Executive (ii) Committee (formally Executive Committee) of 7 ژ September 2016 (the “Executive Committee’s internal rule”); the internal rule of the Audit (iii) Committee of 22 ژ November 2012 (the “Audit Committee’s internal rule”); and the internal rule of the (iv) Compensation Committee of 31 ژ August 2011 (the “Compensation Committee’s internal rule”). For more details on corporate governance, please refer to section ژ 5, chapter ژ 5 of this report, which contains the Management Report of the Board of Directors on the financial statements for the year ended 31 ژ December 2018.

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2019 annual report