Econocom - 2019 Universal registration document

02 group overview

corporate governance

Ensure the quality and continuity of 2. the Board’s work by initiating and managing procedures concerning: the assessment of the size, ▶ composition and performance of the Board of Directors or the Chief Executives, his Committees and the Executive Committee to ensure the efficiency of the decision-making process; appointing or re-electing members of ▶ the Board, the Chief Executive Officers, members of the Board’s Committees and the Executive Committee; “Liaising” between the Board and the 3. Executive Committee. This involves: meeting regularly with the Chief ▶ Executive Officer(s) and other members of the Executive Committee; seeing to it that relations between the ▶ Board and the Executive Committee are of a professional and constructive nature and that the Executive Committee provides the Board with the information necessary to play its role in terms of evaluation, decision-making, supervision and control; if it deems it in the interest of the ▶ Company, the Board may turn over the position of Chairman to any Director who performs executive duties within Econocom; in the absence of the Chairman the ▶ Vice-Chairman replaces him. Should both the Chairman and the Vice-Chairman be prevented from attending a Board meeting, the Directors present elect a Chairman for the meeting in question. The Board of Directors may appoint a Company Secretary who reports on how the procedures, rules and regulations applicable to the Board are implemented and respected. Directors may consult the Company Secretary at their own initiative.

The its composition, functioning and interaction with the Chief Executive Officer(s) and with the Executive Committee. Vacancy (article ڳ 15 of the Bylaws) 5.1.1.1.2. If a seat on the Board becomes vacant, the remaining Directors are entitled to fill it temporarily. In this case, the first Annual General Meeting after the seat becomes vacant appoints a Director to fill the vacancy on a long-term basis. The Director nominated in the conditions described above is appointed for the remaining term of office of the Director he/she is replacing. Chair, Vice-Chair and Secretariat 5.1.1.1.3. (article ڳ 16 of the Bylaws and articles ڳ 5 and 6 of the Board of Directors’ internal rules) The Board of Directors elects a Chairman and Vice-Chairman from among its members. The Chairman of the Board is responsible for: Ensure the management by the Board, 1 and in particular see to it that the Board is well organised, operates efficiently and performs its obligations and responsibilities. This involves: preparing, presiding and managing ▶ the sessions of the Board and making certain that in the meetings, sufficient time is reserved for a serious in-depth discussion of the relevant issues; drawing up the agenda for the ▶ meetings of the Board, in liaison with the Chief Executive Officer(s) and, where appropriate, the Executive Committee; ensuring that the Board receives the ▶ appropriate information and that the documents supporting proposals for decisions are relevant and readily available within a reasonable time prior to Board meetings; Board regularly reviews

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2019 annual report