Econocom - 2020 annual report

05 management report

corporate governance statement

Corporate governance 5. statement Applicable Corporate 5.1. Governance Code

Exemptions from 5.2. the 2020 Code Econocom group applies the recommendations of the 2020 Code, except for those which the Board has deemed ill-suited to Econocomgroup’s size, or that it intends to implement over the long term. The principles with which Econocom group does not comply, in whole or in part, are described below. The Group currently only partially applies the recommendations of Principle 3 of the 2020 Code. Econocom International BV, represented by Jean-Louis Bouchard, combines the roles of Chairman of the Board of Directors, managing Director and Chairperson of the Executive Committee. In this respect, the Group does not respect the segregation principle between the supervisory power of the Board of Directors and the executive power. On 31 December 2020, Econocom International BV directly and indirectly held 40.36% of the share capital of Econocom group. Such a system meets the characteristics of Econocom group’s shareholdings and is aimed at ensuring management stability as Econocom implements its long-term strategy. Furthermore, the Board of Directors has not yet formally appointed a Secretary in charge of advising it on governance matters. However, this role is partly performed by AntoinetteRoche, GroupLegal Director.

The Econocom groupconfirms its adherence to the principles of the Belgian Corporate Governance Code, which entered into force on 1 January 2020 ("2020 Code"). This Code is available at: www.corporategovernancecommittee.be Econocom publishes the various Internal Rules (in French only) that comprise its Corporate GovernanceCharter on its website: www.econocom.com under Investors/ Governance/Boardof Directorsand Executive Committee. The Board of Directors adheres to the Corporate Governance Code. The transformation of Econocom group into a European company ( societas europaea ) on 18 December 2015 prompted the Board of Directors to change the Internal Rules of the Board of Directors and the Executive Committee on 19 May 2016. The Executive Committee’sInternalRulesagainchangedon 7 September 2016, and the Committee was renamed the Executive Committee at that time. In connection with the change in its corporate governance, the Econocomgroup on 23 January 2020 was required to amend the InternalRules of its Audit Committeeand its CompensationCommittee. The latter was renamed “Compensationand Appointments Committee” onthat occasion.

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2020 annual report