RUBIS - 2019 Universal Registration Document

5 CORPORATE GOVERNANCE - The Company's Management

5.1 The Afep-Medef Code

Directors or Supervisory Board of a public limited company ( société anonyme ), it was more appropriate for this recommendation to be applied to the Accounts and Risk Monitoring Committee, as described in section 5.3.7.1 below; • r e c omm e n d a t i o n 16 . 2 . 2 : t h e Compensation and Appointments Committee is not involved in the preparation of a succession plan for executive officers insofar as this task falls solely to the General Partners in Par tnerships Limited by Shares (section 5.3.7.2).

The French Corporate Governance Code to which the Company refers is the Afep- Medef Code, revised in June 2018. The new provisions in the updated version of January 2020 will be applied gradually during 2020, notably with respect to the implementation of a diversity policy in the Management bodies. The Company has always endeavored to fully adhere to the recommendations of the Afep- Medef Code, within the limits of the features specific to its statute as a Partnership Limited by Shares and its own by-law provisions.

The Company explains the reasons why certain recommendations were not followed in full or could not be followed during 2019 in this Universal Registration Document. The recommendations in question are the following: • recommendation 10.3: meetings of the Supervisory Board are not organized outside the presence of the Managing Gener al Par tner s, the Company considered that in view of its legal form (Partnership Limited by Shares) and the tasks assigned to the Supervisory Board, which differ from those of the Board of

5.2 The Company's Management

The General Management of the Company is provided by the Board of Management, which is made up of 4 Managing General Partners: Gilles Gobin and the companies Sorgema, Agena and GR Partenaires. All Managing General Partners except Agena are General Partners and therefore have unlimited liability for Rubis’ debts against their personal property. This feature is an important guarantee for shareholders, since it requires greater vigilance in managing the

Company, particularly with regard to risk management. Gill e s Gob i n i s Ma nag i ng Gene r a l Partners and carries out his duties for an unlimited period. The other Managing General Partners were appointed by the General Partners with an age limit set at 75 for the legal representative. During the Company’s existence, the General Partners are responsible for appointing any new Managing General Partners. However, a

candidate who is not a General Partner can only be appointed by vote of the Ordinary Shareholders’ Meeting. Moreover, since the Company does not have a Group Executive Committee, the provisions of paragraph 6 of Article L. 225- 37-4 on the balanced representation of men and women on Executive Committees do not concern it. As of December 31, 2019, 62.5% of women in the Company were in positions of responsibility.

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