Econocom - 2019 Universal registration document

02 group overview

corporate governance

defining, together with the Company’s ▶ Statutory Auditor, the nature, scope and cost of the Statutory Auditor’s involvement in any work performed that is unrelated to the statutory audit engagement; Other 5. formulating recommendations to the ▶ Board of Directors concerning matters falling within the scope of responsibility of the Audit Committee; fulfilling any other roles assigned by ▶ the Board of Directors. The Audit Committee meets as often as necessary and at least four times a year. At least two meetings a year deal chiefly with the financial statements. The Chairman of the Audit Committee determines the agenda for each meeting. An Executive Committee or Audit Committee member may ask the Chairman of the Audit Committee to place any item he or she considers appropriate on the agenda. The Audit Committee takes care to preserve free and open communication with the Executive Committee. The Audit Committee may invite the Statutory Auditor, the head of Internal Audit and any other member of the Executive Committee or Econocom employees to attend all or part of its meetings. The head of Internal Audit and the Statutory Auditor must each attend at least two Audit Committee meetings per year. Before meetings of the Audit Committee, its Chairman is responsible for ensuring that members receive accurate, complete and clear information in connection with the items on the agenda. The Executive Committee is required to provide all necessary information, and the Audit Committee may request any clarification it deems necessary. Functioning of the Audit 5.1.2.2.4. Committee

Except in emergencies identified by the Chairman of the Audit Committee, Audit Committee meetings are convened at least five working days before they are due to take place. A shorter timeframe may apply provided that all members agree. The Audit Committee can deliberate if at least two of its members are in attendance or legitimately represented. Decisions are made by a majority of votes cast. The Audit Committee annually assesses its functioning and effectiveness. It meets for this purpose with the head of Internal Audit and the Statutory Auditor for an exchange of views on the audit process and the Audit Committee’s internal rules. It reports this assessment to the Board of Directors and makes, if necessary, proposals for modifications. Compensation Committee 5.1.2.3. (article ژ 21 of the Bylaws and the Compensation Committee’s internal rules) General information 5.1.2.3.1. The Board of Directors has established a Compensation Committee in accordance with article ژ 7:100 of the new Belgian Companies Code and article ژ 21 of the Company’s Bylaws. The Compensation Committee advises and assists the Board of Directors. It conducts its work under the supervision and responsibility of the Board of Directors. The Compensation Committee takes care to preserve free and open communication with the Executive Committee. Composition of the Compensation 5.1.2.3.2. Committee The Compensation Committee consists of three non-executive Directors. The majority of members are independent as defined by article ژ 7:87, section 1 of the new Belgian Companies Code. The Compensation Committee has the necessary expertise in matters of compensation.

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2019 annual report