Econocom - 2020 annual report

02 group overview

corporate governance

appointing or re-electing members of ▶ the Board, the Chief Executive Officers, members of the Board’s Committees and the Executive Committee; “Liaising” between the Board, Chief 3. Executive Officers and the Executive Committee. This involves: meeting regularly with the managing ▶ Director(s), Chief Executive Officer(s) and other members of the Executive Committee, seeing to it that relations between the ▶ Board and the managingDirectorsand Executive Committee are of a professional and constructive nature and that the Executive Committee provides the Board with the informationnecessary to play its role in terms of evaluation, decision-making, supervision andcontrol, if it deems it in the interest of the ▶ Company, the Board may turn over the position of Chairman to any Director who performs executive duties within Econocom, in the absence of the Chairman of the ▶ Board, the Vice-Chairman replaces him. Should both the Chairman and the Vice-Chairman be prevented from attending a Board meeting, the Directors present elect a Chairman for the meetingin question. The Board of Directors may appoint a Company Secretary who reports on how the procedures, rules and regulations applicable to the Board are implemented and respected. Directors may consult the Company Secretary at their own initiative.

Chair, Vice-Chair and Secretariat 5.1.1.1.3. (article 16 of the Bylaws and articles 4.6, 5 and 6 of the Board of Directors’ internal rules) The Board of Directors elects a Chairman and Vice-Chairman from among its members. The Chairman of the Board is responsible for: Ensuring the management by the 1. Board, and in particular see to it that the Board is well organised, operates efficiently and performs its obligations and responsibilities, namely: preparing, convene, presiding and ▶ managing the sessions of the Board and making certain that in the meetings, sufficient time is reserved for a serious in-depth discussion of the relevant issues, drawing up the agenda for the ▶ meetings of the Board, in liaison with the managing Director(s), Chief Executive Officer(s) and, where appropriate, the ExecutiveCommittee, ensuring that the Board receives the ▶ appropriate information and that the documents supporting proposals for decisions are relevant and readily available within a reasonable time prior to Board meetings; Ensuring the quality and continuity of 2. the Board’s work by initiating and managing procedures concerning: the assessment of the size, ▶ composition and performance of the Board of Directors or the managing Director(s), its Committees, Chief Executive Officers and the Executive Committee to ensure the efficiency of the decision-making process,

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2020 annual report