Econocom - 2020 annual report

02 group overview

corporate governance

Functioning of the Executive 5.1.2.1.4. Committee With the exception of the matters described below, the rules set out in the Bylaws applicable to Board meetings, deliberations and minutes also apply to the Executive Committee. The Executive Committee meets at the initiative of its Chairman, or when requested by two Executive Committeemembers. The Executive Committee meets at least ten times a year. Meetings are held at the location indicatedin the conveningnotice. The agenda for the meetings is set by the Chairman. However, members are entitled to propose the addition to the agenda of any item they deem necessary. The Executive Committee’s discussions are based on files containing all information needed for decisions to be made, distributed to each member. The Executive Committee may invite any persons whose presence it deems useful to attend its meetings. The Executive Committee acts as a collegial body; its decision-making is based on a consensus-building process. Where appropriate, the Chairman of the Executive Committee may put matters discussed to the vote, at his own initiativeor further to the request of two other members. Matters are then decided by a majority vote of all memberspresent.When there is no majority, the Chairman holds thecasting vote. The Executive Committee reports to the Board of Directors on its management and on any significant issues falling within the scope of its responsibility. The Chairman of the Committee or any other Committee member appointed for the purpose issues a quarterly report in this regard for the Chairman of the Board of Directors; this report includes internal reporting of financial results for the quarter. The Executive Committee takes all steps it deems necessary to allow the Board to fulfil

its duty of oversight as required by law, the Bylaws and its internal rules. the Executive Committeeconsistedof Jean-Louis Bouchard, representing Econocom International BV, Éric Bazile, Angel Benguigui Diaz, Laurent Caparros, Philippe Goullioud, Laurent Roudiland ChantalDe Vrieze. Audit Committee (article 21 5.1.2.2. At 31 December 2020, The Board of Directors has set up an Audit Committee in accordance with article 21 of Econocom’s Bylaws and with article 7:99 of the Belgian Companies Code. The role of the Audit Committee is to assist theBoardof Directorsin performingits duties of oversight of Econocom’s business in the broadest sense of the term. More specifically, the Audit Committee assesses financial information and monitors internal control, risk management and internal and external auditprocesses. Itissuesopinions. The Audit Committee comprises at least three Directors, exclusively non-executive, one of which must be an independent Director. If additional Directors are appointed to the Audit Committee, the Committeemust always include at least one independent Director with accounting and audit expertise. The members of the Audit Committee are appointed by the Board of Directors. The three-year term of office is renewable. The Chairman of the Audit Committee is appointed by the Board of Directors. The Chairman of the Board of Directors cannot chair the Audit Committee. The term of office of a member of the Audit Committee ends at the same time as his term of office as Director. Composition of the Audit 5.1.2.2.2. Committee of the Bylaws and the Audit Committee’s internal rules) General information 5.1.2.2.1.

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2020 annual report