5 CORPORATE GOVERNANCE - Control of Company management: the Supervisory Board and the Committees
• approves regulated agreements and reviews agreements on current operations in order to verify that they still meet all criteria, • issues an opinion on the ex-ante compensation policy of the Managing General Partners of the Company in accordance with the provisions of Article L. 226-8-1 of the French Commercial Code, • validates the ex-post elements of the compensation of the executive officers to be paid or allocated based on the policy approved by the Company’s shareholders at the Shareholders’ Meeting,
• presents a revised policy at the next Shareholders’ Meeting in the event of a negative vote by the shareholders on a resolution related to the compensation of all of the corporate officers, • reviews the independence of its members on the basis of the Afep-Medef Code criteria, • proceeds with the creation of specialized Committees in order to successfully carry out its tasks. The appointment and reappointment of the Chairman of the Accounts and Risk Monitoring Committee are the subject of special reviews;
• duties and obligations of members (notably regarding conflicts of interest, confidentiality and restrictions on trading in Rubis shares); • the compensation of the members of the Board: the overall amount of the compensation of Supervisory Board members is set by the Shareholders’ Meeting. The Board divides the total amount among its members having regard to the responsibilities held within the Board and specialized Committees, as well as their attendance at meetings (see section 5.5.2); • assessment of the Supervisory Board .
5.3.3 THE MEMBERS OF THE SUPERVISORY BOARD The Super visor y Board is composed of members with diverse professional experience and a good knowledge of the Company and its activities. Through their skills and experience in major industrial, banking, consulting or accounting groups, they are an asset for the successful accomplishment of the tasks devolved to the Board and the Committees.
As of December 31, 2019, the Supervisory Board has 11 members, 5 of whom are women. Seven are independent members.
SUMMARY PRESENTATION OF THE COMPOSITION OF THE SUPERVISORY BOARD (AS OF DECEMBER 31, 2019)
Seniority on the Board
Number of Rubis shares
Number of offices in listed
Date of first appointment
Term of office
Membership of Committees
Age Gender Nationality
companies (1) Independent (2)
Olivier Heckenroth Chairman of the Supervisory Board
M French 7,800
NI 06/15/1995 2020 CSM
Accounts and Risk Monitoring Committee Compensation and Appointments Committee Accounts and Risk Monitoring Committee Accounts and Risk Monitoring Committee Compensation and Appointments Committee Accounts and Risk Monitoring Committee Accounts and Risk Monitoring Committee Compensation and Appointments Committee - -