Econocom - 2020 annual report

02 group overview

corporate governance

Role of the Compensation and 5.1.2.3.3 Appointments Committee Compensation aspect At the request of the Chairmanof the Board and with respect to personswithin the scope defined above, the Committeeis responsible for formulatingrecommendationsand giving its opinionto the Board on: the compensation policy; a) individual compensation (in particular b) Directors’ fees, fixed and variable compensation, long-term incentives, including shares and stock options, termination benefits); the contractual terms and conditions c) that support this compensation; the determination and assessment of d) performance targets linked to individual compensation; stock option or share plans (budget, e) beneficiaries, characteristicsand conditions). Based on the data provided by the Company’s Senior Management, the Committee prepares the compensation report which is subsequently added to the corporate governance statement. In particular, it reviews the change in the total amount paid to the ten highest paid employees.It preparesand commentson the compensation report during the Ordinary General Meeting. Appointments aspect At the request of the Chairmanof the Board, the Committee is responsible for formulatingrecommendationsand giving its opinion to the Board on the appointment and reappointmentof corporate officers and the appointment of executives with the authorisation in fact or in law to use the Group’s signature. Working closely with the Chairman of the Board, the Committeedraws up and submits to the Board a successionplan for executive corporate officers.

The Committee ensures the existence of succession plans for the Company’s key positions. The Committeealso ensuresthat appropriate talent development programmes and diversity promotion programmes are in place. The Board of Directors has granted the Compensation and Appointments Committee, in accordance with article 21 of the Bylaws, decision-making powers on behalf of the Board of Directorswith respect to stock option plans or any other plans for granting financial instruments, such as warrants,existingor futureplans. In this case, the Committee’sconductsits work under the responsibilityand supervisionof the Board to which it reports. Within the limits of the powers entrusted to the Board and in accordance with its rules, the Committee is subsequently responsible for implementing the Plans and in particular for allocatingand distributing, following the recommendation of the Chairman of the Board of Directors, the amount previously set by the Board of Directors. Functioning of the Compensation 5.1.2.3.4. and Appointments Committee The Compensation and Appointments Committee meets as often as necessary and at least twice a year. Compensationand AppointmentsCommittee meetingsare convenedby the Chairman,who also determines the agenda. A Director or Executive Committeemember may ask the Chairman of the Compensation and AppointmentsCommitteeto place any item he or she considers appropriate on the agenda. Except in the event of emergenciesidentified by the Chairman of the Compensation and Appointments Committee, notice of Compensation and Appointments Committeemeetings(andthe agendafor said meeting) are sent by any means ordinarily used by the Company within a reasonable period before the meeting is due to take place.

58

2020 annual report