Econocom - 2020 annual report

05 management report

corporate governance statement

The Committees 5.7.2.2. At the Extraordinary General Meeting of 18 December 2015, the compensation of Chairs and members of the Audit Committee and the Compensation and Appointments Committee was increased from €2,000 to €3,000 per meeting from January 2016, subject toactual attendance. Executive Directors, 5.7.2.3. non-executive Directors with operational functions and members of the Executive Committee The compensation of executive Directors and members of the Executive Committee includes a significant variable portion, which may reach 50% of the total compensation. The Ordinary General Meeting of 19 May 2020 authorized the Board of Directors to deviate from the rules provided for in article 7:91, paragraph2 of the CSA in respect of the setting of variable compensation for executives and the granting of shares or stock options to current executive Directors and other current executives of the Company. The variable portion of compensation paid to executive Directors and Executive Committeemembers was set in 2020 based on annual performance criteria. 2020 variable compensation paid to executive Directors and members of the Executive Committee was subject to the achievement of objectives, both qualitative and quantitative.

A significant proportion of compensation paid to members of the Executive Committee was subject to the achievement of a joint quantitative objectives relating to the Group’s budget targets, and in particular recurring profit, revenue and the net debt of the Group and/or areas of responsibility specific to each manager. The other qualitative and quantitative objectives are specific to each Executive Committee member and executive Director, and depend on the scope of their duties and responsibilities. As is the case with all Econocom group employees, the executive Directors and Executive Committee members who are employees of the Group, are assessed on a continuous basis throughout the year by their managers and at the annual appraisal, which is held in the first quarter of the following year. The compensation of non-executive Directors with operational functions is set by the Chairman or a member of the Executive Committee. The Board of Directors believed, given the reliability of the Group’s financial information, by way of exemption from the principle laid down by the 2020 Corporate Governance Code, that it was unnecessary to implement a collection right for variable compensation awarded on the basis of incorrect financial information. Non-executive Directors 5.7.2.4. This section sets out the individual compensation and benefits paid directly or indirectly to non-executive Directors by Econocomgroup or any of the Group’s other companies in 2020.

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2020 annual report