Econocom - 2020 annual report

02 group overview

corporate governance

Conflicts of interest 5.2. The Company’s corporate officers must comply with the recommendations of article 7:96 (conflicts of interest between the Company and a Director) and 7:97 (intragroup conflicts of interest) of the Belgian Companies Code. To comply with the Corporate Governance Code, the Company has issued a number of recommendations for its Directors and the members of its Executive Management concerning transactions and other contractual relationships between the Company (and any companies related to it), its Directors and the members of its Executive Management when such transactions and other contractual relationships are not covered by legal provisions onconflicts of interest. These recommendationsare outlined in the conflicts of interest procedure adopted on 22 November 2012 by the Board, and in the stipulations outlined in the Board of Directors’ internal rules (the “Internal rules” on Conflicts of Interest) and in the Executive Committee’s internal rules relating, respectively, to conflicts of interests of Directors and of members of the Executive Committee, described in the Board of Directors’ Internal Rules and the Executive Committees’Internal Rulesrespectively. In short, Directors and Executive Committee members must at all times act in the interestsof the Companyand its subsidiaries. They apply rigorous discipline to exclude potential conflicts of interest in respect of personal assets, professionalor other aspects as much as possible, and to comply strictly with rules on conflicts of interest adoptedby the Company.

Before meetings of the Compensation and Appointments Committee, its Chairman is responsible for ensuring that members receive accurate, complete and clear information and all relevant documents related to the items on the agenda. The Senior Management provides all necessaryinformation,and the Compensation and AppointmentsCommittee may request any clarificationit deems necessary. The Compensation and Appointments Committee may invite any persons whose presence it deems useful to attend its meetings. The Committee may ask for an independent professional opinion on issues it considers necessary to perform its duties, at the Company’s expense, within the limit of an annual budget approved by the Board of Directors. Directorsmay not attend Compensationand Appointments Committee meetings that deliberate on their own compensation, and thereforemay not take part in any decisions in this respect. The Chairman of the Board of Directorsmay participatein meetingsof the Compensation and Appointments Committee in an advisory capacity when said meetings discuss compensation for other Directors and Executives. The Compensation and Appointments Committeecan deliberateif at least two of its members are in attendance or legitimately represented. Decisions of the Compensation and AppointmentsCommittee are made by a majorityof votes cast by Compensationand AppointmentsCommitteemembersthat are in attendanceor legitimatelyrepresented. In the event of a tie, the Chairman of the Committee makesthe final decision.

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2020 annual report

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