Econocom - 2019 Universal registration document

02 group overview

corporate governance

Functioning of the Board 5.1.1.3. of Directors Meetings (article ڳ 17 of the Bylaws 5.1.1.3.1. and article ڳ 7.1 of the Board of Directors’ internal rules) The Board of Directors meets at least four times a year. Board meetings are convened and chaired by the Chairman, or, if the Chairman is prevented from attending a particular meeting, by the Vice-Chairman, whenever it is deemed to be in the Company’s interest or each time a minimum of two Directors so request. The Chairman prepares the agenda for each Board meeting together with the Chief Executive Officer(s) or the Executive Committee. Board meetings are held at the location indicated in the convening notice. Members of the Board are convened at least five working days before the date of the meeting, unless a shorter timeframe is in the Company’s interests or the Directors decide upon one. Important information needed to allow the Directors to understand the matters to be discussed at the meeting are sent to each Director as soon as possible before the date of the Board meeting. A Director unable to attend a Board meeting may be represented by another Director provided a proxy request is submitted in writing. The Board may invite any persons whose presence it deems useful to attend its meetings. Quorum and deliberations 5.1.1.3.2. (article ڳ 18 of the Bylaws and article ڳ 7.3 of the Board of Directors’ internal rules) The Board of Directors may only validly debate and take decisions if at least half of its members are present or represented. Decisions of the Board are adopted on the basis of a majority of votes cast; abstentions are not counted. In the event of a tied vote,

the Chairman or, in his absence, the Vice-Chairman or, in his absence, the Director replacing him, has the casting vote. when urgency and the best interests of the Company so dictate, decisions may be adopted pursuant to the unanimous consent of the Directors, expressed in writing. However, this procedure cannot be used for the approval of the annual financial statements or the utilisation of the authorised capital. Proxies (article ڳ 18 of the Bylaws 5.1.1.3.3. and article ڳ 7.1 of the Board of Directors’ internal rules) All Directors may ask one of their colleagues to represent them at a given meeting of the Board of Directors and vote on their behalf. This request may be made in writing, by email, by fax, or by any other means used to grant unequivocal special representative powers. In this case, the Director (proxy giver) represented is deemed to be present. A Director may represent one or more other members of the Board. Directors may also express opinions and vote in writing, by email or by fax, but only if half of the Board members attend the meeting in person. Minutes (article ڳ 19 of the Bylaws 5.1.1.3.4. and article ڳ 7.5 of the Board of Directors’ internal rules) Deliberations of the Board of Directors are recorded in the minutes of the meeting signed by at least the majority of the members present. These minutes are recorded in a special register together with any delegations of authority granted. Copies or extracts required for legal or other purposes are signed by the Chairman, by a Chief Executive Officer, by two Directors or by a Managing Director. In exceptional circumstances,

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2019 annual report