Econocom - 2020 annual report

02 group overview

corporate governance

The Audit Committee informs the Board of all significant issues to for which it believes that measures must be implemented or for which an improvement is recommended. The Audit Committee annually assesses its functioning and effectiveness. It meets for this purpose with the Internal Audit manager and the Statutory Auditor for an exchange of views on the audit process and the Audit Committee’s internal rules. It reports this assessment to the Board of Directors and makes, if necessary, proposals for modifications. Compensation 5.1.2.3. and Appointments Committee (article 21 of the Bylaws and the Compensation and Appointments Committee’s internal rules) General information 5.1.2.3.1. The Board of Directors has established a CompensationCommitteein accordancewith article 7:100 of the Belgian Companies Code and article 21 of the Company’s Bylaws. On 23 January 2020, the Board of Directors decided to extend the Compensation Committee’sresponsibilitiesto Appointments, and to limit its scope of action to corporate officers (Directorsand managingDirectors in charge of day-to-day management) and executives involved in the Group’s Senior Management. One of the most comprehensive cloud solutions offering on the market The Compensation and Appointments Committee mainly advises and assists the Board of Directors. The Committee also performs the duties that may be assigned to it by the Board of Directors in regarding compensation and appointments. It carries out its duties under the supervision of the Board. In this context, it ensures free and open communication with the Chairman of the Board and executivemanagement.

Composition of the Compensation 5.1.2.3.2. and Appointments Committee The Compensation and Appointments Committee consists of three non-executive Directors. The majority of members are independent as defined by article 7:87, section 1 of the Belgian Companies Code. The Compensation and Appointments Committee has the necessary expertise in matters of compensation. The term of office of Compensation and Appointments Committee members is four years, and does not exceed their term of office as Directors. The term of office as Compensation and Appointments Committee members may be renewed at the same time as their term of office as Directors. The Compensation and Appointments Committee is chaired by a non-executive Director. The Chairman of the Compensation and Appointments Committee oversees its work and takes all necessary steps to create a climate of trust within the Committee by contributing to open discussions and encouragingconstructive debate. Members of the Compensation and AppointmentsCommitteechoosea Secretary from amongthemselves. At 31 December 2020, the Compensation and Appointments Committee consisted of Adeline Challon Kemoun, Marie-Christine Levet and Robert Bouchard. The Committee is chairedby Marie-Christine Levet.

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2020 annual report

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