Econocom - 2020 annual report

05 management report

corporate governance statement

It also oversees the quality of the managementduties performedand ensures that they are consistent with the Group’s strategic objectives. To that end, it receives information every quarter including the budget and revisions thereto, a consolidated summary of the quarterly report and any other information it deems useful. The Board may only validly debate and take decisions if at least half of its members are present or represented. Decisions are adoptedon the basis of a majorityof votes. In the event of a split decision, the person chairing the meeting has the deciding vote. In exceptional circumstances,when urgency and the best interests of the Company so dictate, decisions may be adopted pursuant to the unanimous consent of the Directors, expressedin writing.However,this procedure may not apply in relation to the approval of separate financial statements financial statements and the issuance of authorised capital. COMMITTEES CREATED 5.5.3. BY THE BOARD OF DIRECTORS Pursuant to the Bylaws, the Board of Directors is authorised to set up specific Committees and to determine their tasks and operating rules. Executive Committee 5.5.3.1. The Board of Directors has set up an Executive Committee, whose creation was ratified by shareholders at the Extraordinary General Meeting of18 May 2004. Following the transformation of Econocom group into a European company, the Board of Directors revised the Internal Rules of the Executive Committee on 19 May 2016 and 7 September 2016. The Board entrusted the Executive Committee with Econocom’s operational management, in accordance with article 15 section 18 of the CSA and article 21 of the Bylaws.

The role of the Executive Committee is to recommend strategic guidelines for the Group, implement the strategy chosen by the Chairmanand approvedby the Board of Directors, approve the budgets accordingly, manage the Group’s operational departments(within the scope of the powers of their governing bodies) and monitor their financial andoperating performance. The composition of the new Executive Committee appointed on 28 January 2019 by the Board of Directors was modified during the year. As of 31 December 2020, was composed of the following members: Econocom International BV, represented by Jean-Louis Bouchard, Éric Bazile, Angel Benguigui, Laurent Caparros, Philippe Goullioud, Laurent Roudil and Chantal de Vrieze. The Executive Committee meets at least ten times a year. Compensation and 5.5.3.2. Appointments Committee On 31 August 2011, the Board of Directors set up a Compensation Committee. On 23 January 2020, the Board of Directors extended the Compensation Committee’s responsibilities to Appointments, thereby limiting its scope of action to corporate officers and executives authorised in fact or in law to use the Group’s signature. Members of the Executive Committee who are not involved in the Group’s Senior Management do not fall within the scope of the Committee’s activities. The main role of the Compensation and Appointments Committee is to advise and assist the Board of Directors. It is also in chargeof tasks assignedto it by the Board of Directors in the area of Compensation and Appointments. The Committee fulfills its duties under the responsibility of the Board of Directors. In this context, it ensures free and open communicationwith the Chairman of the Board and executive management.

136

2020 annual report