Econocom - 2019 Universal registration document

02 group overview

corporate governance

Compensation (article ڳ 14 of the 5.1.1.1.4. Bylaws and article ڳ 10 of the Board of Directors’ internal rules) Directors may or may not collect compensation for the performance of their duties. Any fixed or variable compensation may be set by the Annual General Meeting acting on a recommendation from the Board of Directors assisted by the Compensation Committee. Compensation is set for each Director or on an aggregate basis for the Board as a whole, in which case the Board shall decide how to allocate the compensation according to criteria it defines. Compensation due to non-executive Directors is determined based on a realistic assessment of their responsibilities, the associated risks and market practices. Powers of the Board of 5.1.1.2. Directors (article ژ 20 of the Bylaws and article ژ 2 of the Board of Directors’ internal rules) The Board of Directors is vested with the power to undertake all actions necessary or useful for the Company to fulfil its corporate purpose, except for those actions set aside Bylaw for the Annual General Meeting, and without prejudice to the powers it may delegate. The Board represents the Company in its dealings with third parties and in legal proceedings, either as plaintiff or defendant. It has the following duties and responsibilities, which it performs with the support of the Executive Committee and the Committees it has established: appoint, monitor and evaluate the Chief • Executive Officer(s) and Managing Directors, members of the Committees established in accordance with the provisions of the new Belgian Companies Code, as well as members of the Executive

Committee and, more broadly, ensure the establishment of a clear and effective management structure; approve the strategic plans on the • suggestion by the Chairman of the Board after study with the Executive Committee; assess Econocom’s functioning in relation • to its strategic and budgetary targets, based notably on a quarterly review of financial results and any other reports made to the Board; approve any acquisitions, investments or • internal reorganisation considered strategic by the Chairman of the Board or the Executive Committee; take all steps necessary to ensure the • integrity of the financial statements and other important information that must be disclosed to investors, and their publication within the prescribed timeframe; approve an internal control and risk • management framework and oversee the work of the Statutory Auditor and Internal Audit; approve any other matters that the • Chairman, Chief Executive Officer or Executive Committee member believes should be submitted for approval by the Board due to its strategic significance (even in relation to matters delegated by the Board to the Executive Committee, the Chief Executive Officers, the Managing Directors or any third party); take all decisions on matters set aside for • it by law and the Bylaws, including any decision to be submitted to the Annual General Meeting; assess its own functioning and interaction • with the Chief Executive Officer(s), the Managing Directors and the Executive Committee.

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2019 annual report