Econocom - 2020 annual report

02 group overview

corporate governance

External Audit 4. formulating recommendations to the ▶ Board of Directors as to the appointment of the Company’s Statutory Auditor of the renewal of his term of office, the amount of his compensation and any mention of his ▶ independence, chiefly in light of the provisions set forth in the Belgian CompaniesCode and the Royal Decree of 4 April 2003, identifying the Statutory Auditor’s ▶ work programme and reports, periodically reviewing the effectiveness ▶ of the external audit process and analysing how the Executive Management follows up on any recommendations made by the Statutory Auditor, defining, together with the Company’s ▶ Statutory Auditor, the nature, scope and cost of the Statutory Auditor’s involvement in any work performed that is unrelated to the statutory audit engagement; Other 5. formulating recommendations to the ▶ Board of Directors concerningmatters falling within the scope of responsibilityof the Audit Committee, fulfilling any other roles assigned by ▶ the Board ofDirectors. mission, ensuring Statutory Auditor The Audit Committee meets as often as necessary and at least four times a year. At least two meetings a year deal chiefly with the financial statements. The Chairman of the Audit Committee determines the agenda for each meeting. An Executive Management or Audit Committee member may ask the Chairman Functioning of the Audit 5.1.2.2.4. Committee

of the Audit Committee to place any item he or she considers appropriate on the agenda. The Audit Committee takes care to preserve free and open communication with the Executive Management. The Audit Committee may invite the Statutory Auditor, Internal Audit manager and any other member of the Executive Management or Econocom employees to attend all or part of its meetings. The Internal Audit manager and the Statutory Auditor must each attend at least two Audit Committee meetings per year. Before meetings of the Audit Committee, its Chairman is responsible for ensuring that members receive accurate, complete and clear information in connection with the items on the agenda. The Executive Committee is required to provide all necessary information, and the Audit Committee may request any clarification it deems necessary. Except in emergencies identified by the Chairman of the Audit Committee, Audit Committee meetings are convened at least five workingdays before they are due to take place. A shorter timeframe may apply provided thatall members agree. The Audit Committee can deliberate if at least two of its members are in attendance or legitimately represented. Decisions are made by a majority of votes cast. If the majority requirement is not met, the Chairman of the Committeemakes the final decision. The Chairman of the Audit Committee is in charge of preparing the minutes of the meetings. The minutes signed by the Chairman of the Audit Committee are sent to the Chairman of the Board of Directors and made available to all members of the Audit Committee, the Board of Directors and the Statutory Auditor.

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2020 annual report