Econocom - 2019 Universal registration document

02 group overview

corporate governance

representing Econocom in its dealings • with trade union and employer representative bodies; drafting and signing all documents • necessary for implementing the powers delegated to it. Without prejudice to the powers set aside for the Board or the Board’s Committees, such as the Audit Committee, the Executive preparing full, timely, reliable and accurate • financial statements in accordance with accounting standards and with Econocom’s overall policies as defined by the Board; presenting the Board with an impartial • and comprehensible assessment of the Company’s financial position and, more generally, promptly providing the Board with all of the information it needs to perform its duties; the Committee may in turn delegate all • powers assigned by the Board of Directors, both to Econocom employees and third parties. The powers conferred on the Executive • Committee shall in no event include the powers reserved by law, the Bylaws or internal rules for the Board of Directors. It is also the responsibility of the Executive Committee to: submit to the Board any question ▶ relating to a strategic transaction bearing on Econocom or the Group, without prejudice to the Board’s powers to examine any issues relating to operational management; Committee is also responsible for: implementing internal controls; •

bodies of these entities), and supervising their financial and operating performance; entering into all agreements, making and • approving all pricing proposals, placing and accepting all orders to buy, sell or lease any equipment and other capital goods and services; leasing and renting out, even for long • periods, any properties, equipment or intangible assets, and entering into any lease and rental agreements concerning such assets; concluding financing, with or without the • provision of collateral, except for the following transactions, which fall within the scope of the powers of the Board: any capital market transaction (other than commercial paper), any financing that has the effect of causing consolidated net debt to exceed consolidated equity or to represent more than 2x consolidated EBITDA; performing any external growth • transaction, investment or disinvestment, with the exception of strategic transactions (including any transaction whose value or consideration exceeds €4 ژ million), which fall within the scope of the powers of the Board of Directors; acting in dealings with the national • government or EU, regional, state and municipal authorities, the Crossroads Bank for Enterprises (Banque-Carrefour des Entreprises) , the tax authorities, the postal service, customs authorities, telecommunications companies and any other public departments or authorities; managing all legal or arbitration • proceedings, as plaintiff or defendant, negotiating all settlements, taking all steps necessary in this respect, and obtaining and enforcing all rulings;

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2019 annual report