Econocom - 2020 annual report

02 group overview

corporate governance

Corporate Governance 5. Board of Directors 5.1.

term of four years by the General Meeting, which may remove them at any time. They may be re-elected. The term of office of outgoing Directors ends immediately after the General Meeting that decides on re-election. The composition of the Board includes mostly non-executive Directors and an appropriate number of independent non-executive Directors. If the number of Directors so permits, at least three Directors shall be independentwithin the meaning of Principle 3.5 of the 2020 Belgian Corporate Governance Code. The aim is that at least half of Board members should be non-executive Directors, and that at least one-third of Board members should be of a differentgender thanthe other members. Directors are appointed by the General Meeting from the candidates put forward by the Board. Directors undertake to act in Econocom’s interest and to maintain independence of judgement, decision-making and action in all circumstances. They participate in the work of the Board in a wholly impartial manner. Even if Directors know Econocom group’s business sector well, they should continue to build on their knowledge and expand their expertise. The Board regularly reviews its composition, functioning and interaction with the Chief Executive Officer(s), managing Director(s), who are in charge of day-to-day management, and with the Executive Committee. Vacancy (article 15 of the Bylaws) 5.1.1.1.2. If a seat on the Board becomes vacant, the remaining Directors are entitled to fill it temporarily. In this case, the first General Meeting after the seat becomes vacant appoints a Director to fill the vacancy on a long-term basis. The Director nominated in the conditions described above is appointed for the remaining term of office of the Director he/she isreplacing.

and Advisory Committees The compositionand functioningof theBoard of Directors and the Board’s Committeesare governedby: articles 7:85 et seq. of the Belgian • Companies Code; articles 14 et seq. of the Bylaws; • the internal rules of the respective • Committees, available on the Econocom website (www.econocom.com), i.e. : the internal rule of the Board of (i) Directors’ meeting of 19 May 2016 (the “Board of Directors’ internal rule”), the internal rule of the Executive (ii) Committee (formally Executive Committee) of 7 September 2016 (the “Executive Committee’sinternal rule”), the internal rule of the Audit (iii) Committee of 27 January 2020 (the “Audit Committee’s internal rule”), and the internal rule of the Compensation (iv) and Appointments Committee of 27 January2020 (the “Compensationand Appointments Committee’s internal rule”). For more details on corporate governance, please refer to section 5, chapter 5 of this report, which contains the Management Report of the Board of Directors on the financial statements for the year ended 31 December 2020. BOARD OF DIRECTORS 5.1.1. Composition 5.1.1.1. of the Board of Directors Appointment (article 14 of the 5.1.1.1.1. Bylaws and article 4 of the Board of Directors’ internal rules) The Company is governed by a Board comprisingat least three members,whether or not shareholdersor legal persons.Members are appointed to the Board for a maximum

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2020 annual report