Econocom - 2019 Universal registration document

02 group overview

corporate governance

COMMITTEES OF THE BOARD 5.1.2. OF DIRECTORS (ARTICLE ژ 21 OF THE BYLAWS) The Board of Directors may set up any committee it deems useful, permanent or temporary, in an advisory or technical capacity. The internal rules of these committees are set by the Board of Directors. Each Committee is governed by its own internal rules, which define its composition, role, function and responsibilities as well as its functioning. These internal rules are adopted by the Board of Directors. The Board of Directors shall establish an Audit Committee within the meaning of article ژ 7:99 bis of the new Belgian Companies Code, as well as a Compensation Committee within the meaning of article ژ 7:100 of the new Belgian Companies Code. The composition of these Committees, their tasks and internal rules are established by the Board of Directors, pursuant to the provisions of the Belgian Companies Code. The Board of Directors may establish specialised Committees tasked with examining and advising on specific issues. The composition and role of these committees are governed by the Board of Directors in accordance with applicable law. Executive Committee 5.1.2.1. (article ژ 21 of the Bylaws, article ژ 3 of the Board of Directors’ internal rules and the Executive Committee’s internal rules) General information 5.1.2.1.1. Pursuant to articles ژ 15:18 and 7:121 of the new Belgian Companies Code and article ژ 21 of Econocom’s Bylaws, the Board may establish an Executive Committee, consisting of several persons, Directors or not, and delegate to it the operational management of the Company, as well as special powers other than those relating to operational management, without prejudice to the day-to-day management powers conferred to the Chief Executive Officers.

However, the Board of Directors retains exclusive powers for overall policy and for acts reserved for the Board pursuant to the law, the Bylaws or the Board’s internal rules. The Board may also address any question relating to operational management, if it considers it appropriate. In accordance with the decisions of the Board, the Committee may, in turn, delegate any of its responsibilities to an Executive Committee (ExCom). The members of the Executive Committee are appointed by the Board of Directors. The Executive Committee has at least three members, who may or may not be Directors or Econocom group employees. The Board of Directors shall in principle ensure that each Chief Executive Officer and each Managing Director in charge of Econocom’s day-to-day management is a member of the Executive Committee. The members of the Executive Committee may, in their capacity as Council members, be removed by the Board of Directors at any time (without prejudice to employment or management contracts binding them to Econocom group). The members of the Executive Committee are appointed for a maximum term of six years. They may be re-elected. The Executive Committee is chaired by a Chief Executive Officer appointed by the Board. Role of the Executive Committee 5.1.2.1.3. The Executive Committee’s responsibilities include, but are not limited to: taking all steps necessary to implement • the decisions or recommendations of the Board; proposing strategic guidelines to be set by • the Board, and framing budgets within the strategic guidelines laid down by the Board; managing the Group’s operating entities • (in accordance with the powers of the Composition of the Executive 5.1.2.1.2. Committee

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2019 annual report