1. PRESENTATION OF THE GROUP | 15 |
1.1 Business lines and strategy | 16 |
1.2 Group business model | 20 |
1.3 Key figures | 22 |
1.4 Group organization chart | 26 |
1.5 Activities | 28 |
Rubis Énergie : energy distributor | 28 |
Rubis Énergie : support and services | 34 |
Rubis Terminal | 40 |
1.6 Rubis, Rubis, a committed group | 46 |
2. ACTIVITY REPORT | 49 |
2.1 2019 activity report | 50 |
RUBIS GROUP | 50 |
RUBIS ÉNERGIE | 53 |
RUBIS SUPPORT AND SERVICES | 57 |
RUBIS TERMINAL | 58 |
2.2 Significant post-balance sheet events | 59 |
3. RISK ACTORS, INTERNAL CONTROL AND INSURANCE | 61 |
3.1 Risk factors | 63 |
3.1.1 INTRODUCTION | 63 |
3.1.2 DETAILED PRESENTATION OF RISK FACTORS | 65 |
3.2 Internal control | 73 |
3.2.1 INTERNAL CONTROL FRAMEWORK | 73 |
3.2.2 INTERNAL ACCOUNTING AND FINANCIAL CONTROL | 73 |
3.2.3 INTERNAL RISK MANAGEMENT | 76 |
3.3 Insurance | 78 |
3.3.1 RUBIS ÉNERGIE (DISTRIBUTION/SUPPORT AND SERVICES) | 78 |
3.3.2 RUBIS TERMINAL (STORAGE) | 79 |
3.3.3 RUBIS | 79 |
4. CSR AND NON-FINANCIAL INFORMATION | 81 |
4.1 Non-Financial Information Statement | 83 |
4.1.1 A SUSTAINABLE GROWTH MODEL | 83 |
4.1.2 THE MAIN CSR RISKS ASSOCIATED WITH THE GROUP’S ACTIVITIES | 84 |
4.1.3 COMPARABILITY, RELIABILITY AND CHECKING OF SOCIAL AND ENVIRONMENTAL INFORMATION | 87 |
4.2 Limiting our environmental impact and operating in a safe environment | 88 |
4.2.1 OUR QHSE APPROACH | 88 |
4.2.2 LIMITING OUR ENVIRONMENTAL IMPACT | 90 |
4.2.3 OPERATING IN A SAFE ENVIRONMENT | 103 |
4.3 Attracting, developing and retaining talents | 110 |
4.3.1 4.3.1 PROMOTING DIVERSITY AND EQUAL OPPORTUNITIES | 111 |
4.3.2 SKILLS DEVELOPMENT | 115 |
4.3.3 ENSURING HEALTH, SAFETY AND QUALITY OF LIFE AT WORK | 116 |
4.3.4 INVOLVING EMPLOYEES IN THE GROUP’S VALUE CREATION | 118 |
4.3.5 CONSOLIDATED EMPLOYEE-RELATED DATA – GROUP SCOPE | 119 |
4.4 Working responsibly and with integrity | 121 |
4.4.1 RUBIS’ ETHICS POLICY | 121 |
4.4.2 COMMITMENT TO REGIONAL DEVELOPMENT | 124 |
4.5 Methodological note | 134 |
4.5.1 CSR REPORTING SCOPE | 134 |
4.5.2 DATA REPORTING METHODS | 135 |
4.5.3 DEFINITIONS | 136 |
4.5.4 CROSS-REFERENCE TABLE | 138 |
4.6 Report of the independent third party on the consolidated Non-Financial Information Statement included in the management report | 139 |
5. CORPORATE GOVERNANCE | 143 |
Report of the Supervisory Board on corporate governance | 144 |
5.1 The Afep-Medef Code | 145 |
5.2 The Company's Management | 145 |
5.2.1 MANAGING GENERAL PARTNERS | 146 |
5.2.2 POWERS OF THE MANAGEMENT | 147 |
5.2.3 MANAGEMENT MEETINGS AND WORK IN 2019 | 147 |
5.3 Control of Company management: the Supervisory Board and the Committees | 148 |
5.3.1 POWERS OF THE SUPERVISORY BOARD | 148 |
5.3.2 INTERNAL RULES OF THE SUPERVISORY BOARD | 148 |
5.3.3 THE MEMBERS OF THE SUPERVISORY BOARD | 149 |
5.3.4 TERMS OF OFFICE OF MEMBERS OF THE SUPERVISORY BOARD DUE TO END AND RENEWALS PROPOSED TO THE SHAREHOLDERS’ MEETING OF JUNE 11, 2020 | 156 |
5.3.5 COMPOSITION AND INDEPENDENCE OF THE SUPERVISORY BOARD AND ITS COMMITTEES | 156 |
5.3.6 ORGANIZATION AND WORK OF THE SUPERVISORY BOARD | 159 |
5.3.7 SPECIALIZED COMMITTEES OF THE SUPERVISORY BOARD: ACCOUNTS AND RISK MONITORING – COMPENSATION AND APPOINTMENTS | 160 |
5.3.8 ATTENDANCE OF THE MEMBERS OF THE SUPERVISORY BOARD AND OF THE COMMITTEES AT MEETINGS | 162 |
5.4 Additional information on the Managing General Partners and the members of the Supervisory Board | 163 |
5.4.1 CONFLICTS OF INTEREST/IMPEDIMENTS | 163 |
5.4.2 CONTRACTS BETWEEN A MEMBER OF THE SUPERVISORY BOARD OR A MANAGING GENERAL PARTNER AND RUBIS OR ONE OF ITS SUBSIDIARIES | 163 |
5.4.3 MULTIPLE TERMS OF OFFICE | 163 |
5.4.4 RESTRICTIONS ON THE SALE BY THE MEMBERS OF THE SUPERVISORY BOARD AND THE MANAGING GENERAL PARTNERS OF THEIR SHARES IN THE SHARE CAPITAL OF RUBIS | 163 |
5.5 Corporate officer compensation | 164 |
5.5.1 CORPORATE OFFICER COMPENSATION POLICIES | 164 |
5.5.2 COMPENSATION PAID OR ALLOCATED TO THE CORPORATE OFFICERS FOR THE 2019 FISCAL YEAR (SUBJECT TO THE EX-POST VOTE OF THE SHAREHOLDERS’ MEETING OF JUNE 11, 2020) | 169 |
5.6 Shareholders’ Meetings | 177 |
5.6.1 DRAFT RESOLUTIONS THAT WILL BE SUBMITTED TO THE VOTE OF THE SHAREHOLDERS AT THE SHAREHOLDERS’ MEETING OF JUNE 11, 2020 | 177 |
5.6.2 REGULATED AGREEMENTS | 177 |
5.6.3 PROCEDURE FOR EVALUATING CURRENT AGREEMENTS | 178 |
5.6.4 PARTICIPATION OF SHAREHOLDERS IN THE SHAREHOLDERS’ MEETINGS | 178 |
5.6.5 TABLE OF DELEGATIONS FOR THE CAPITAL INCREASES IN EFFECT AND THE USES MADE OF THE DELEGATIONS | 179 |
5.7 Items liable to have an impact in the event of a takeover bid or exchange offer | 181 |
Annex to the report of the Supervisory Board | 182 |
5.8 Statutory Auditors’ report on the corporate governance report | 186 |
6. INFORMATION ABOUT THE COMPANY AND ITS CAPITAL | 189 |
6.1 Information about the Company | 190 |
6.1.1 GENERAL PARTNERS | 190 |
6.1.2 LIMITED PARTNERS | 190 |
6.2 Information on share capital and share ownership | 191 |
6.2.1 SHARE CAPITAL AS OF DECEMBER 31, 2019 | 191 |
6.2.2 TREASURY SHARES | 191 |
6.2.3 CHANGE IN SHARE CAPITAL DURING FISCAL YEAR 2019 | 191 |
6.2.4 POTENTIAL SHARE CAPITAL AS OF DECEMBER 31, 2019 | 192 |
6.2.5 SHARE CAPITAL AUTHORIZED BY THE SHAREHOLDERS’ MEETINGS AS OF DECEMBER 31, 2019 | 192 |
6.2.6 STATEMENT OF THE BREAKDOWN OF SHARE CAPITAL OVER THE LAST 3 FISCAL YEARS | 193 |
6.2.7 THRESHOLD CROSSINGS DECLARED IN 2019 | 193 |
6.2.8 OTHER INFORMATION | 193 |
6.3 Dividends | 194 |
6.3.1 DIVIDEND PAID TO LIMITED PARTNERS | 194 |
6.3.2 DIVIDEND PAID TO THE GENERAL PARTNERS | 194 |
6.3.3 ADDITIONAL INFORMATION CONCERNING THE GENERAL PARTNERS | 195 |
6.4 Employee shareholdings | 196 |
6.4.1 CAPITAL INCREASE RESERVED FOR GROUP EMPLOYEES: 2019 TRANSACTION | 196 |
6.4.2 SUMMARY TABLE OF CAPITAL INCREASES RESERVED FOR EMPLOYEES | 196 |
6.5 Free shares and stock options | 197 |
6.5.1 AWARD POLICY | 197 |
6.5.2 FREE PREFERRED SHARES | 197 |
6.5.3 FREE PERFORMANCE SHARES | 200 |
6.5.4 STOCK OPTIONS | 200 |
6.5.5 NUMBER OF ORDINARY SHARES LIKELY TO BE ISSUED AS OF DECEMBER 31, 2019 AS A RESULT OF ALL ONGOING PLANS | 201 |
6.5.6 MONITORING OF PREFERRED SHARE, PERFORMANCE SHARE AND STOCK OPTION PLANS | 202 |
6.6 Statement of changes in share capital over the last 5 years | 208 |
7. GENERAL INFORMATION ABOUT RUBIS | 211 |
7.1 Information regarding the corporate by-laws | 212 |
7.1.1 CORPORATE NAME, REGISTERED OFFICE, TRADE AND COMPANIES REGISTER | 212 |
7.1.2 DATE OF INCORPORATION, DURATION AND FISCAL YEAR | 212 |
7.1.3 SHARE CAPITAL - RIGHTS AND OBLIGATIONS ATTACHED TO THE SHARES | 212 |
7.1.4 CORPORATE PURPOSE | 213 |
7.1.5 MANAGEMENT | 213 |
7.1.6 SUPERVISORY BOARD | 213 |
7.1.7 GENERAL PARTNERS | 213 |
7.1.8 LIMITED PARTNER SHAREHOLDERS’ MEETINGS | 214 |
7.1.9 STATUTORY ALLOCATION OF PROFITS | 214 |
7.1.10 STATUTORY THRESHOLDS | 215 |
7.2 Transactions with related parties | 215 |
7.3 Securities transactions conducted by corporate officers | 216 |
7.3.1 MANAGEMENT AND RELATED PERSONS | 216 |
7.3.2 MEMBERS OF THE SUPERVISORY BOARD AND RELATED PERSONS | 216 |
7.3.3 UNAUTHORIZED PERIODS | 216 |
8. FINANCIAL STATEMENTS | 219 |
8.1 2019 Consolidated financial statements and notes | 220 |
CONSOLIDATED BALANCE SHEET | 220 |
CONSOLIDATED INCOME STATEMENT | 222 |
STATEMENT OF OTHER COMPREHENSIVE INCOME | 223 |
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY | 223 |
CONSOLIDATED STATEMENT OF CASH FLOWS | 224 |
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED) | 225 |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | 226 |
8.2 2019 separate financial statements, notes and other information | 274 |
BALANCE SHEET | 274 |
INCOME STATEMENT | 275 |
STATEMENT OF CASH FLOWS | 276 |
NOTES TO THE SEPARATE FINANCIAL STATEMENTS | 277 |
8.3 Statutory Auditors’ reports | 288 |
8.3.1 STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS | 288 |
8.3.2 STATUTORY AUDITORS’ REPORT ON THE ANNUAL FINANCIAL STATEMENTS | 292 |
8.3.3 STATUTORY AUDITORS’ REPORT ON REGULATED AGREEMENTS | 296 |
9. ADDITIONAL INFORMATION | 299 |
9.1 Declaration of responsible officers | 300 |
OFFICERS RESPONSIBLE FOR THE UNIVERSAL REGISTRATION DOCUMENT | 300 |
DECLARATION OF THE OFFICERS RESPONSIBLE FOR THE UNIVERSAL REGISTRATION DOCUMENT | 300 |
INFORMATION CONCERNING THE PRINCIPAL STATUTORY AUDITORS AND ALTERNATE AUDITORS | 301 |
9.2 Incorporation by reference | 302 |
INFORMATION ON FISCAL YEAR 2018 | 302 |
INFORMATION ON FISCAL YEAR 2017 | 302 |
9.3 Documents on display | 303 |
9.4 Cross-reference table for the Universal Registration Document | 304 |
9.5 Cross-reference tables for the Annual Financial Report and the management report | 307 |
9.5.1 CROSS-REFERENCE TABLE WITH THE ANNUAL FINANCIAL REPORT | 307 |
9.5.2 CROSS-REFERENCE TABLE WITH THE MANAGEMENT REPORT AND THE REPORT ON CORPORATE GOVERNANCE ATTACHED TO THE MANAGEMENT REPORT | 307 |
9.6 Cross-reference table with social, societal and environmental information | 308 |