5 CORPORATE GOVERNANCE - Control of Company management: the Supervisory Board and the Committees
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
It is the responsibility of the Compensation and Appointments Committee, based on the recommendations of the Afep-Medef Code and the rules set out in the by-laws (detailed in section 5.3.5 below) to review the terms of office of the members of the Board that are coming to an end and to report on its work and recommendations for renewals and appointments to be proposed to the Shareholders’ Meeting. The terms of office of 3 members of the Board will expire at the Shareholders’ Meeting of June 11, 2020: Olivier Heckenroth, Christian Moretti and Alexandre Picciotto. Given Orfim’s exit from Rubis’ capital, Alexandre Picciotto did not wish to run for another 3-year term. Moreover, the by-law rules on age limits (see section 126.96.36.199.2.3)
prevent Christian Moretti from running for another term. The Supervisory Board and the Management thanked Messrs Moretti and Picciotto warmly for their commitment and contributions to the work of the Supervisory Board during these many years. Olivier Heckenroth, Chairman of the Supervisory Board stated that he would run for a new term. The Compensation and Appointments Committee reviewed the situation of Olivier Heckenroth from the standpoint of his contributions to the work of the Board, his independence, his attendance rate and any potential conflicts of interest. Olivier Heckenroth, who qualifies as an non- independent member due to the fact that he has over 12 years’ seniority on the day of the Shareholders’ Meeting, brings his experience
in the fields of banking and finance to the Supervisory Board, which he chairs, and to the Accounts and Risk Monitoring Committee and the Compensation and Appointments Committee, of which he is a member. He also has in-depth knowledge of Rubis’ business and of its development strategy. During his term, Olivier Heckenroth has attended 100% of the meetings of the Supervisory Board, the Accounts and Risk Monitoring Committee and the Compensation and Appointments Committee. The Supervisory Board has decided, based on the favorable opinion of the Compensation and Appointments Committee, the person in question having abstained, to submit the renewal of Olivier Heckenroth’s term of office to the Shareholders’ Meeting of June 11, 2020, for a period of 3 fiscal years.
5.3.5 COMPOSITION AND INDEPENDENCE OF
THE SUPERVISORY BOARD AND ITS COMMITTEES
In accordance with the recommendations of the Afep-Medef Code (Article 6), the quality of the Supervisory Board is assessed based on its balanced composition and on the competence and ethics of its members. The Supervisory Board must also ensure that the number of independent members accounts for half of the members of the Board, as set out in the Afep-Medef code, in the companies in which the capital is dispersed.
In addition, in accordance with Article 27 of the by-laws, the Supervisory Board must ensure that members aged 70 and older account for no more than one-third of the members. If over one-third of the members of the Board is aged over 70 and a member in office turns 75, the oldest member is considered to have automatically resigned their position.
The Compensation and Appointments Committee meeting of March 10, 2020, accordingly reviewed the composition of the Supervisory Board and that of the Committees, notably in terms of diversity (gender parity, age, nationality, qualifications, professional experience, etc.) and the terms of their independence to provide its analysis to the Supervisory Board.
188.8.131.52 COMPOSITION OF THE SUPERVISORY BOARD
As of December 31, 2019, the Board has 11 members, 5 of whom are women, i.e. 45.4% of the total, in line with the threshold of 40% required by law (see the summary table in section 5.3.3). 184.108.40.206.1 CHANGE IN THE COMPOSITION OF THE SUPERVISORY BOARD AND ITS COMMITTEES DURING THE 2019 FISCAL YEAR (AS OF DECEMBER 31, 2019)
June 11, 2019
Claudine Clot Olivier Dassault Maud Hayat-Soria Christian Moretti