5 CORPORATE GOVERNANCE - Control of Company management: the Supervisory Board and the Committees
5.3 Control of Company management: the Supervisory Board and the Committees
The Supervisory Board, which represents the shareholders, has the responsibility of continuous oversight of the Company’s management in parallel with the oversight exercised by the Statutory Auditors.
Supervisory Board members are appointed for a maximum of 3 years by the Shareholders’ Meeting. General Partners may not take part in this appointment.
About one-third of the Board members are re-appointed every year.
5.3.1 POWERS OF THE SUPERVISORY BOARD The Supervisory Board performs permanent control of the Company’s management with the assistance of the Account s and Risk Monitoring Commit tee and the Compensation and Appointments Committee. For this purpose, it enjoys the same powers as the Statutory Auditors. With the assistance of the Compensation and Appointments Committee, it also issues an opinion on other matters, notably those relating to Rubis’ governance. These matters include the Management’s compensation, the composition and renewal of the Board, assessment of the independence of its members and of its gender parity. Lastly, it issues an opinion on the compensation elements to be paid to the Management in 5.3.2 INTERNAL RULES OF THE SUPERVISORY BOARD The internal rules of the Supervisory Board describe, in particular, the terms and conditions for its composition, organization and functioning, as well as the powers and obligations of its members within the framework of the by-law provisions and the legal provisions applying to a Partnership Limited by Shares. The internal rules notably cover the following issues: • changes in bank debt and the financial structure based on the financial policy set by the Management, • internal control procedures defined and drawn up by Group companies under the authority of the Management, which is responsible for overseeing their implementation, Its powers are described in its internal rules (see section 5.3.2). The Board appoints the members of its specialized Committees (see section 5.3.7). accordance with the policy approved by the Shareholders’ Meeting. Unlike the Board of Directors of a public limited company, the Supervisory Board does not take part in the actual management of the Partnership Limited by Shares, which involves the total separation of powers between the Management, which runs the Company, and the supervisory body that oversees the management.
the Compensation and Appointments Committee, the Supervisory Board: • reviews the financial statements and ensures that the accounting policies used to prepare the Company’s separate and consolidated financial statements are appropriate and consistent, • assesses the financial and non-financial risks associated with the activities of Rubis and its subsidiaries,and oversees any corrective measures implemented, • issues recommendations regarding the selection of the Statutory Auditors and controls the performance of their duties, • prepares reports on the annual financial statements (separate and consolidated) and corporate governance pursuant to Articles L. 226-9 and L. 226-10-1 of the French Commercial Code,
• draft resolutions presented by the Management at the Shareholders’ Meetings, • any major acquisition transaction, prior to its occurrence; • tasks of the Supervisory Board: the Board exercises permanent control over the Company’s management; in this role, it enjoys the same powers as the Statutory Auditors. Assisted by the Accounts and Risk Monitoring Committee and of
• the topics brought to the attention of the Supervisory Board by the Management: • each business division’s performance and outlook within the framework of the strategy set by the Management, • the acquisitions and/or disposals of businesses or subsidiaries, new holdings and in general, any major investment,