Econocom - 2020 annual report

05 management report

corporate governance statement

The Committee has three members appointed by the Board of Directors for three-year terms that cannot exceed their term as Directors. As of 31 December 2020, it was composed of the following members: Marie-Christine Levet, Adeline Challon-Kemoun and Robert Bouchard and was chaired by Marie-ChristineLevet. The Committee met once in 2020. Audit Committee 5.5.3.3. The Audit Committee was created by the Board of Directors on 18 May 2004. The term of office is three years, provided that it does not exceed the holder’s term of office as Director. The Audit Committee meets as often as required. It met eight times in 2020, with all members in attendance (as stated in section 5.5.2 above), an executive Director, the Group Chief Finanial Officer, the Group Legal Director and the Head of Risk and Compliance. The members of the Audit Committee invite the Statutory Auditor and any other person deemed useful by the Committeeas required by the agenda. The Audit Committee is responsible for helping the Board of Directors perform its duty of controlling Econocom group’s operations. In particular, it examines the quality and relevance of internal and external audit engagements, monitors internal control and risk management procedures, ensures that the accounting policies used are appropriate, and that the Group’s financial data are complete and accurate. Article 3:6 of the CSA stipulates that companiesmust be able to demonstratethe independence and audit and accounting expertise of at least one of the members of the Audit Committee. Econocom complies with this requirement.

As of 31 December 2020, it was composed of two non-executive Directors (Jean-Philippe Roesch and Gaspard Dürrleman) and two independent Directors (Marie-Christine Levet and Walter Butler). It was chaired by Jean-Philippe Roesch. DAY-TO-DAY MANAGEMENT 5.5.4. The Board of Directors has entrusted the day-to-day management to a managing Director and two Chief Executive Officers in accordancewith articles 15:18and 7:121 of the CSA and article 22 ofthe Bylaws. All major decisions regarding the subsidiaries are made by the relevant body, with the assent of the Chief ExecutiveOfficer and/or managing Director in charge of the issue or activity in question. The subsidiaries generally do not have any major decision-making powers other than those concerning day-to-day management. The powers of Group subsidiaries’managers and the limits to these powers are set out in an internal referencedocument. The Executive Committee is in charge of operational management. IMPLEMENTATION 5.5.5. OF PROVISIONS GOVERNING CONFLICTS OF INTEREST Article 7:96 of the CSA provides for a specific procedure within the Board of Directors to address conflicts of interest involving one or more Directors when it makes decisions or concludes transactions. This procedure was used once in 2020 by the Board of Directors, at its meeting of 9 March 2020, concerning the allocation of 50,000 free shares to a Director as described in paragraph 5.10 below.

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2020 annual report