Econocom - 2020 annual report

02 group overview

corporate governance

Information provided to the Board 5.1.1.3.5. (article 9 of the Board of Directors’ internal rules) The Directors have access to all of the information needed to exercise their duties in a due and proper manner. Non-executive Directors may raise issues with members of the Executive Committee, after having consulted the Chairman of the Board or a Chief Executive Officer and made sure that this will not jeopardise the proper conduct of business. Directors may not use the information received in their capacity as Director for purposes other than the exercise of their office. They are required to keep any information they receive in their capacity as Director confidential. Day-to-day management – 5.1.1.4. delegation (article 21 of the Bylaws and article 3 of the Board of Directors’ internal rules) The Board of Directors may delegate the power to manage the Company’s day-to-day affairs or to represent the Company with regard to its day-to-day management to one or more Directors who are also Chief Executive Officers and/or to one or more executives who are also managing Directors. Their roles and responsibilities are set out in the agreement governing their appointment. Nevertheless, the limits placed on their representative powers for the purposes of day-to-day management shall not be binding on third parties, even if they are published. The Board of Directors and those responsible for day-to-day management, within the limits of the powers of day-to-day management, may grant special and precise powers to one or more persons of their choice, who need not be shareholders or Directors. Holders of these special powers may substitute one or more persons in the

exercise of their powers, subject to the consent of the Board of Directors or the person responsible for day-to-day management (as appropriate). In the event of a special delegation of powers, the deed of appointment defines the relevant powers and the related compensation. Liability of the Board of 5.1.1.5. Directors (article 25 of the Bylaws) The Directorsand the StatutoryAuditor(s)are not personally liable for undertakingsmade by theCompany. Pursuant to common law and the provisions of the Belgian Companies Code, they may be held liable for the performance of their duties and any faults committed in their management. The Board of Directors represents the Company as a collegial body in its dealings with third parties and in legal proceedings. Notwithstanding the Board’s general powers of representationas a collegial body, the Company is legitimately represented in any legal proceedings and in its dealings with third parties, including with public officers (and mortgageregistrars): either by the Chairman of the Board of • Directors, acting alone; or by two Directors, acting in concert; or • by a Chief Executive Officer, acting alone; • or by a managing Director, acting alone. • The aforementioned persons are not required to provide any justification of a prior decision of the Board of Directors. The Company is also legitimately represented by special proxies acting within the scope of their mandate. Representation 5.1.1.6. (article 22 of the Bylaws)

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2020 annual report

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