Econocom - 2020 annual report

05 management report

corporate governance statement

COMPENSATION POLICY 5.7.1. FOR DIRECTORS AND MEMBERS OF THE EXECUTIVE COMMITTEE Procedure adopted 5.7.1.1. to define compensation for Directors and members of the Executive Committee and set their individual compensation On 31 August 2011, the Board of Directors set up a Compensation Committee. The Committee is composed of three non-executive Directors, two of whom are independent as defined in article 7:87 section 1 of the CSA. On 23 January 2020, the Board of Directors extended the Compensation Committee’s responsibilities to Appointments, thereby limiting its scope of action to corporate officersand executivesauthorisedin fact or in law to use the Group’ssignature.Membersof 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 Compensation and Appointments Committee mainly advises and assists the Board of Directors. The Committee also performs the duties that may be assigned to it by the Board of Directors in regarding compensation and appointments. It carries out its duties under the supervision of the Board. In this context, it ensures free and open communicationwith the Chairman of the Boardand executive management. 1.1 Compensation component At the request of the Chairman of the Board and with respect to personswithin the scope defined above, the Committee is responsible for formulating recommendations and giving its opinion tothe Boardon: a) the compensation policy; b) individual compensation (in particular Directors’ fees, fixed and variable compensation, long-term incentives, including shares and stock options, termination benefits);

c) the contractual terms and conditions that support this compensation; d) the determination and assessment of performance targets linked to individual compensation; e) stock option or share plans (budget, beneficiaries, characteristicsand conditions). Basedon the dataprovidedby the Company’s SeniorManagement,the Committeeprepares the compensation report which is subsequently added to the corporate governancestatement.In particular,it reviews the change in the total amount paid to the ten highest paid employees. It prepares and comments on the compensation report during the OrdinaryGeneral Meeting. 1.2 Appointments component At the request of the Chairmanof the Board, the Committeeis responsiblefor formulating recommendationsand giving its opinion to the Board on the appointment and reappointmentof corporate officers and the appointmentof executiveswiththeauthorised in factor in law tousethe Group’ssignature. The Committee ensures the existence of succession plans for the Company’s key positions. The Committeealso ensuresthat appropriate talent development programmes and diversity promotion programmes are in place. 1.3 Implementation of plans relating to the granting of financial instruments The Board of Directors may grant to the Committee decision-making powers on behalf of the Board of Directors with respect to stock option plans or any other plans for granting financial instruments, including warrants, either under existing or future plans (“the Plans”). In this case, the Committee’s conducts its work under the responsibility and supervision of the Board to which it reports. Within the limits of the powers entrusted to the Board and in accordance with its rules,

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2020 annual report