Econocom - 2019 Universal registration document

02 group overview

corporate governance

The Chairman and Chief Executive Officer may participate in meetings of the Compensation Committee in an advisory capacity when said meetings discuss compensation for other Chief Executive Officers and other members of the Chairman’s Council. The Compensation 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. Conflicts of interest 5.2. The Company’s corporate officers must comply with the recommendations of article ژ 7:96 (conflicts of interest between the Company and a Director) and 7:97 (intragroup conflicts of interest) of the new Belgian Companies Code. To comply with the Corporate Governance Code, the Company has issued a number of recommendations for its Directors and the members of its Executive Committee concerning transactions and other contractual relationships between the Company (and any companies related to it), its Directors and the members of its Executive Committee when such transactions and other contractual relationships are not covered by legal provisions on conflicts of interest. These recommendations are outlined in the conflicts of interest procedure adopted on 22 ژ November 2012 by the Board, and in the stipulations outlined in the Board of Directors’ internal rules and in the Executive Committee’s internal rules relating, respectively, to conflicts of interests of Directors and of members of the Executive Committee.

Functioning of the Compensation 5.1.2.3.4. Committee The Compensation Committee meets as often as necessary and at least twice a year. Compensation Committee meetings are convened by the Chairman, who also determines the agenda. A Director or Chairman’s Council member may ask the Chairman of the Compensation Committee to place any item he or she considers appropriate on the agenda. Except in the event of emergencies identified by the Chairman of the Compensation Committee, Notice of Compensation Committee meetings (and the agenda for said meeting) are sent by any means ordinarily used by the Company within a reasonable period before the meeting is due to take place. Before meetings of the Compensation Committee, its Chairman is responsible for ensuring that members receive accurate, complete and clear information and all relevant documents related to the items on the agenda. The Executive Committee is required to provide all necessary information, and the Compensation Committee may request any clarification it deems necessary. The Compensation Committee may invite any persons whose presence it deems useful to attend its meetings. The Committee may ask for an independent professional opinion on issues it considers necessary to perform its duties, at the Company’s expense. Directors may not attend Compensation Committee meetings that deliberate on their own compensation, and therefore may not take part in any decisions in this respect.

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2019 annual report