RUBIS - 2019 Universal Registration Document

1. PRESENTATION OF THE GROUP15
1.1 Business lines and strategy16
1.2 Group business model20
1.3 Key figures22
1.4 Group organization chart26
1.5 Activities28
Rubis Énergie : energy distributor28
Rubis Énergie : support and services34
Rubis Terminal40
1.6 Rubis, Rubis, a committed group46
2. ACTIVITY REPORT49
2.1 2019 activity report50
RUBIS GROUP50
RUBIS ÉNERGIE53
RUBIS SUPPORT AND SERVICES57
RUBIS TERMINAL58
2.2 Significant post-balance sheet events59
3. RISK ACTORS, INTERNAL CONTROL AND INSURANCE61
3.1 Risk factors63
3.1.1 INTRODUCTION63
3.1.2 DETAILED PRESENTATION OF RISK FACTORS65
3.2 Internal control73
3.2.1 INTERNAL CONTROL FRAMEWORK73
3.2.2 INTERNAL ACCOUNTING AND FINANCIAL CONTROL73
3.2.3 INTERNAL RISK MANAGEMENT76
3.3 Insurance78
3.3.1 RUBIS ÉNERGIE (DISTRIBUTION/SUPPORT AND SERVICES)78
3.3.2 RUBIS TERMINAL (STORAGE)79
3.3.3 RUBIS79
4. CSR AND NON-FINANCIAL INFORMATION81
4.1 Non-Financial Information Statement83
4.1.1 A SUSTAINABLE GROWTH MODEL83
4.1.2 THE MAIN CSR RISKS ASSOCIATED WITH THE GROUP’S ACTIVITIES84
4.1.3 COMPARABILITY, RELIABILITY AND CHECKING OF SOCIAL AND ENVIRONMENTAL INFORMATION87
4.2 Limiting our environmental impact and operating in a safe environment88
4.2.1 OUR QHSE APPROACH88
4.2.2 LIMITING OUR ENVIRONMENTAL IMPACT90
4.2.3 OPERATING IN A SAFE ENVIRONMENT103
4.3 Attracting, developing and retaining talents110
4.3.1 4.3.1 PROMOTING DIVERSITY AND EQUAL OPPORTUNITIES111
4.3.2 SKILLS DEVELOPMENT115
4.3.3 ENSURING HEALTH, SAFETY AND QUALITY OF LIFE AT WORK116
4.3.4 INVOLVING EMPLOYEES IN THE GROUP’S VALUE CREATION118
4.3.5 CONSOLIDATED EMPLOYEE-RELATED DATA – GROUP SCOPE119
4.4 Working responsibly and with integrity121
4.4.1 RUBIS’ ETHICS POLICY121
4.4.2 COMMITMENT TO REGIONAL DEVELOPMENT124
4.5 Methodological note134
4.5.1 CSR REPORTING SCOPE134
4.5.2 DATA REPORTING METHODS135
4.5.3 DEFINITIONS136
4.5.4 CROSS-REFERENCE TABLE138
4.6 Report of the independent third party on the consolidated Non-Financial Information Statement included in the management report139
5. CORPORATE GOVERNANCE143
Report of the Supervisory Board on corporate governance144
5.1 The Afep-Medef Code145
5.2 The Company's Management145
5.2.1 MANAGING GENERAL PARTNERS146
5.2.2 POWERS OF THE MANAGEMENT147
5.2.3 MANAGEMENT MEETINGS AND WORK IN 2019147
5.3 Control of Company management: the Supervisory Board and the Committees148
5.3.1 POWERS OF THE SUPERVISORY BOARD148
5.3.2 INTERNAL RULES OF THE SUPERVISORY BOARD148
5.3.3 THE MEMBERS OF THE SUPERVISORY BOARD149
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, 2020156
5.3.5 COMPOSITION AND INDEPENDENCE OF THE SUPERVISORY BOARD AND ITS COMMITTEES156
5.3.6 ORGANIZATION AND WORK OF THE SUPERVISORY BOARD159
5.3.7 SPECIALIZED COMMITTEES OF THE SUPERVISORY BOARD: ACCOUNTS AND RISK MONITORING – COMPENSATION AND APPOINTMENTS160
5.3.8 ATTENDANCE OF THE MEMBERS OF THE SUPERVISORY BOARD AND OF THE COMMITTEES AT MEETINGS162
5.4 Additional information on the Managing General Partners and the members of the Supervisory Board163
5.4.1 CONFLICTS OF INTEREST/IMPEDIMENTS163
5.4.2 CONTRACTS BETWEEN A MEMBER OF THE SUPERVISORY BOARD OR A MANAGING GENERAL PARTNER AND RUBIS OR ONE OF ITS SUBSIDIARIES163
5.4.3 MULTIPLE TERMS OF OFFICE163
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 RUBIS163
5.5 Corporate officer compensation164
5.5.1 CORPORATE OFFICER COMPENSATION POLICIES164
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’ Meetings177
5.6.1 DRAFT RESOLUTIONS THAT WILL BE SUBMITTED TO THE VOTE OF THE SHAREHOLDERS AT THE SHAREHOLDERS’ MEETING OF JUNE 11, 2020177
5.6.2 REGULATED AGREEMENTS177
5.6.3 PROCEDURE FOR EVALUATING CURRENT AGREEMENTS178
5.6.4 PARTICIPATION OF SHAREHOLDERS IN THE SHAREHOLDERS’ MEETINGS178
5.6.5 TABLE OF DELEGATIONS FOR THE CAPITAL INCREASES IN EFFECT AND THE USES MADE OF THE DELEGATIONS179
5.7 Items liable to have an impact in the event of a takeover bid or exchange offer181
Annex to the report of the Supervisory Board182
5.8 Statutory Auditors’ report on the corporate governance report186
6. INFORMATION ABOUT THE COMPANY AND ITS CAPITAL189
6.1 Information about the Company190
6.1.1 GENERAL PARTNERS190
6.1.2 LIMITED PARTNERS190
6.2 Information on share capital and share ownership191
6.2.1 SHARE CAPITAL AS OF DECEMBER 31, 2019191
6.2.2 TREASURY SHARES191
6.2.3 CHANGE IN SHARE CAPITAL DURING FISCAL YEAR 2019191
6.2.4 POTENTIAL SHARE CAPITAL AS OF DECEMBER 31, 2019192
6.2.5 SHARE CAPITAL AUTHORIZED BY THE SHAREHOLDERS’ MEETINGS AS OF DECEMBER 31, 2019192
6.2.6 STATEMENT OF THE BREAKDOWN OF SHARE CAPITAL OVER THE LAST 3 FISCAL YEARS193
6.2.7 THRESHOLD CROSSINGS DECLARED IN 2019193
6.2.8 OTHER INFORMATION193
6.3 Dividends194
6.3.1 DIVIDEND PAID TO LIMITED PARTNERS194
6.3.2 DIVIDEND PAID TO THE GENERAL PARTNERS194
6.3.3 ADDITIONAL INFORMATION CONCERNING THE GENERAL PARTNERS195
6.4 Employee shareholdings196
6.4.1 CAPITAL INCREASE RESERVED FOR GROUP EMPLOYEES: 2019 TRANSACTION196
6.4.2 SUMMARY TABLE OF CAPITAL INCREASES RESERVED FOR EMPLOYEES196
6.5 Free shares and stock options197
6.5.1 AWARD POLICY197
6.5.2 FREE PREFERRED SHARES197
6.5.3 FREE PERFORMANCE SHARES200
6.5.4 STOCK OPTIONS200
6.5.5 NUMBER OF ORDINARY SHARES LIKELY TO BE ISSUED AS OF DECEMBER 31, 2019 AS A RESULT OF ALL ONGOING PLANS201
6.5.6 MONITORING OF PREFERRED SHARE, PERFORMANCE SHARE AND STOCK OPTION PLANS202
6.6 Statement of changes in share capital over the last 5 years208
7. GENERAL INFORMATION ABOUT RUBIS211
7.1 Information regarding the corporate by-laws212
7.1.1 CORPORATE NAME, REGISTERED OFFICE, TRADE AND COMPANIES REGISTER212
7.1.2 DATE OF INCORPORATION, DURATION AND FISCAL YEAR212
7.1.3 SHARE CAPITAL - RIGHTS AND OBLIGATIONS ATTACHED TO THE SHARES212
7.1.4 CORPORATE PURPOSE213
7.1.5 MANAGEMENT213
7.1.6 SUPERVISORY BOARD213
7.1.7 GENERAL PARTNERS213
7.1.8 LIMITED PARTNER SHAREHOLDERS’ MEETINGS214
7.1.9 STATUTORY ALLOCATION OF PROFITS214
7.1.10 STATUTORY THRESHOLDS215
7.2 Transactions with related parties215
7.3 Securities transactions conducted by corporate officers216
7.3.1 MANAGEMENT AND RELATED PERSONS216
7.3.2 MEMBERS OF THE SUPERVISORY BOARD AND RELATED PERSONS216
7.3.3 UNAUTHORIZED PERIODS216
8. FINANCIAL STATEMENTS219
8.1 2019 Consolidated financial statements and notes220
CONSOLIDATED BALANCE SHEET220
CONSOLIDATED INCOME STATEMENT222
STATEMENT OF OTHER COMPREHENSIVE INCOME223
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY223
CONSOLIDATED STATEMENT OF CASH FLOWS224
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)225
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS226
8.2 2019 separate financial statements, notes and other information274
BALANCE SHEET274
INCOME STATEMENT275
STATEMENT OF CASH FLOWS276
NOTES TO THE SEPARATE FINANCIAL STATEMENTS277
8.3 Statutory Auditors’ reports288
8.3.1 STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS288
8.3.2 STATUTORY AUDITORS’ REPORT ON THE ANNUAL FINANCIAL STATEMENTS292
8.3.3 STATUTORY AUDITORS’ REPORT ON REGULATED AGREEMENTS296
9. ADDITIONAL INFORMATION299
9.1 Declaration of responsible officers300
OFFICERS RESPONSIBLE FOR THE UNIVERSAL REGISTRATION DOCUMENT300
DECLARATION OF THE OFFICERS RESPONSIBLE FOR THE UNIVERSAL REGISTRATION DOCUMENT300
INFORMATION CONCERNING THE PRINCIPAL STATUTORY AUDITORS AND ALTERNATE AUDITORS301
9.2 Incorporation by reference302
INFORMATION ON FISCAL YEAR 2018302
INFORMATION ON FISCAL YEAR 2017302
9.3 Documents on display303
9.4 Cross-reference table for the Universal Registration Document304
9.5 Cross-reference tables for the Annual Financial Report and the management report307
9.5.1 CROSS-REFERENCE TABLE WITH THE ANNUAL FINANCIAL REPORT307
9.5.2 CROSS-REFERENCE TABLE WITH THE MANAGEMENT REPORT AND THE REPORT ON CORPORATE GOVERNANCE ATTACHED TO THE MANAGEMENT REPORT307
9.6 Cross-reference table with social, societal and environmental information308

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