Econocom - 2020 annual report

02 group overview

corporate governance

managingthe Group’soperatingentities (in • accordancewith the powersof the bodiesof these entities), and supervising their financial andoperating performance; entering into all agreements, making and • approving all pricing proposals, placing and accepting all orders to buy, sell or lease any equipment and other capital goods and services; leasing and renting out, even for long • periods, any properties, equipment or intangible assets, and entering into any lease and rental agreements concerning such assets; concluding financing, with or without the • provision of collateral, except for the following transactions, which fall within the scope of the powers of the Board: any capital market transaction (other than commercial paper), any financing that has the effect of causing consolidatednet debt to exceed consolidated equity or to represent more than 2x consolidated EBITDA; performing any external growth • transaction, investment or disinvestment, with the exception of strategic transactions (including any transaction whose value or consideration exceeds €4 million), which fall within the scope of the powers of the Board of Directors; acting in dealings with the national • government or EU, regional, state and municipal authorities, the Crossroads Bank for Enterprises ( Banque-Carrefour des Entreprises ), the tax authorities, the postal service, customs authorities, telecommunications companies and any other public departments or authorities; managing all legal or arbitration • proceedings, as plaintiff or defendant, negotiating all settlements, taking all steps necessary in this respect, and obtaining and enforcing all rulings;

representing Econocom in its dealings • with trade union and employer representative bodies; drafting and signing all documents • necessary for implementing the powers delegated to it. Withoutprejudiceto the powers set aside for the Boardor the Board’sCommittees,suchas the Audit Committee, the Executive Committeeis alsoresponsible for: implementing internal controls; • preparing full, timely, reliable and • accurate financial statements in accordance with accounting standards and with Econocom’s overall policies as defined by the Board; presentingthe Boardwith an impartial and • comprehensible assessment of the Company’s financial position and, more generally, promptly providing the Board with all of the information it needs to performits duties. The Committee may in turn delegate all powers assigned by the Board of Directors, both to Econocom employees and third parties. The powers conferred on the Executive Committee shall in no event include the powers reserved by law, the Bylaws or internal rules for the Board of Directors. It is also the responsibility of the Executive Committee to: submit to the Board any question relating • to a strategic transaction bearing on Econocomor the Group, without prejudice to the Board’s powers to examine any issues relating tooperational management; respect the day-to-day management • powers delegatedby the Board of Directors to one or more Chief Executive Officers and/ormanaging Directors.

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2020 annual report