Econocom - 2019 Universal registration document

02 group overview

corporate governance

making proposals and recommendations to • the Board of Directors with respect to the individual compensation of Directors and members of the Executive Committee, including the variable portion and long-term bonuses (long-term share incentives) – whether or not shared-based – granted as stock options or other financial instruments, termination benefits and, if required by law, any resulting recommendations which the Board of Directors must submit to the shareholders for approval; making recommendations and proposals to • the Board of Directors about setting and assessing performance targets linked to the individual compensation of Directors’ and Executive Committee members; drafting the compensation report, in • accordance with article ژ 3:6 of the new Belgian Companies Code, which is subsequently appended to the corporate governance statement; commenting on the compensation report • during the Ordinary General Meeting; submitting recommendations to the • Board of Directors with respect to the terms and conditions concerning the Directors’ and Executive Committee members’ employment or other contracts; generally carrying out all the tasks • assigned by the Board of Directors with respect to compensation. In accordance with article ژ 21 of the Bylaws, the Board of Directors grants the Compensation Committee the power to implement Board decisions with respect to stock option plans or any other existing or future plans for granting financial instruments such as warrants, i.e. , issuing stock options or other financial instruments within the limits authorised by the Board of Directors, to whom the Compensation Committee is accountable.

The term of office of Compensation Committee members is three years, and does not exceed their term of office as Directors. The term of office as Compensation Committee members may be renewed at the same time as their term of office as Directors. The Compensation Committee is chaired by a non-executive Director. The Chairman of the Compensation Committee oversees its work and takes all necessary steps to create a climate of trust within the Committee by contributing to open discussions and encouraging constructive debate. Members of the Compensation Committee choose a Secretary from among themselves. At 31 ژ December 2019, the Compensation Committee consisted of Jean Mounet, Rafi Kouyoumdjian and Anne Lange. The Committee is chaired by Jean Mounet. The Compensation Committee assists the Board of Directors, under the responsibility of the Board, in all matters relating to the compensation paid to the Chairman and Chief Executive Officer, the Directors, and the members of the Executive Committee. More specifically, on the recommendation of the Chairman and Chief Executive Officer, the Compensation Committee is in charge of: making proposals and recommendations • to the Board of Directors with respect to the policy for compensating Directors and members of the Executive Committee and, if required by law, any resulting recommendations which the Board of Directors must submit to the shareholders for approval; Role of the Compensation 5.1.2.3.3. Committee

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2019 annual report