Econocom - 2019 Universal registration document

02 group overview

corporate governance

respect the day-to-day management ▶ powers delegated by the Board of Directors to one or more Chief Executive Officers and/or Managing Directors. The Executive Committee has no powers of representation in respect of third parties; such powers are set out in the Bylaws and the Board’s internal rules. Functioning of the Executive 5.1.2.1.4. Committee With the exception of the matters described below, the rules set out in the Bylaws applicable to Board meetings, deliberations and minutes also apply to the Executive Committee. The Executive Committee meets at the initiative of its Chairman, or when requested by two Executive Committee members. The Executive Committee meets at least ten times a year. Meetings are held at the location indicated in the convening notice. The agenda for the meetings is set by the Chairman. However, members are entitled to propose the addition to the agenda of any item they deem necessary. The Executive Committee’s discussions are based on files containing all information needed for decisions to be made, distributed to each member. The Executive Committee may invite any persons whose presence it deems useful to attend its meetings. The Executive Committee acts as a collegial body; its decision-making is based on a consensus-building process. Where appropriate, the Chairman of the Executive Committee may put matters discussed to the vote, at his own initiative or further to the request of two other members. Matters are then decided by a majority vote of all members present. When there is no majority, the Chairman holds the casting vote. The Executive Committee reports to the Board of Directors on its management and on any significant issues falling within the

scope of its responsibility. The Chairman of the Committee or any other Committee member appointed for the purpose issues a quarterly report in this regard for the Chairman of the Board of Directors; this report includes internal reporting of financial results for the quarter. The Executive Committee takes all steps it deems necessary to allow the Board to fulfil its duty of oversight as required by law, the Bylaws and its internal rules. At 31 ژ December 2019, the Executive Committee consisted of Jean-Louis Bouchard, Éric Bazile, Angel Benguigui, Laurent Caparros, Bruno Grossi, Philippe Goullioud, Eric Lucas, Laurent Roudil and Chantal De Vrieze. Audit Committee (article ژ 21 5.1.2.2. The Board of Directors has set up an Audit Committee in accordance with article ژ 21 of Econocom’s Bylaws and with article ژ 7:99 of the new Belgian Companies Code. The role of the Audit Committee is to assist the Board of Directors in performing its duties of oversight of Econocom’s business in the broadest sense of the term. More specifically, the Audit Committee assesses financial information and monitors internal control, risk management and internal and external audit processes. It issues opinions. Composition of the Audit 5.1.2.2.2. Committee The Audit Committee comprises at least two non-executive Directors. If additional Directors are appointed to the Audit Committee, the Committee must always include at least one independent Director with accounting and audit expertise. The members of the Audit Committee are appointed by the Board of Directors. The three-year term of office is renewable. of the Bylaws and the Audit Committee’s internal rules) General information 5.1.2.2.1.

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2019 annual report