5 CORPORATE GOVERNANCE - Control of Company management: the Supervisory Board and the Committees
188.8.131.52.2 SUPERVISORY BOARD DIVERSITY 184.108.40.206.2.1 Nationalities – Expertise – Experience • On the Supervisory Board A review of the diversity of the Supervisory Board highlighted the homogeneit y of member nationalities (French) and a significant predominance of experience in the accounting and finance fields. The lack of diversity in terms of nationalities was underscored by the Compensation and Appointments Committee in the report on its work submitted to the Supervisory Board. It was also apparent in the Supervisory Board’s last self-assessment (see section 220.127.116.11 below). The Board took note and decided to promote the appointment of members of different nationalities for the next renewals. The Board felt that it was important to point out that, despite the lack of diversity in terms of nationalities, it has always ensured that it had members with international business experience. The same is true with respect to diversity in business skills. For the next renewals, the Board will also ensure that it proposes potential members with knowledge of Rubis’ business segment while maintaining the financial and accounting expertise necessary for the mission of the Accounts and Risk Monitoring Committee. • Within the Committees The Afep-Medef Code requires that the Accounts and Risk Monitoring Committee consist entirely of members with financial and accounting expertise. All of the members of the Accounting and Risk Monitoring Committee have financial and accounting expertise. The Afep-Medef Code does not make any recommendations with respect to the required skills of the members of the Compensation and Appointments Committee. 18.104.22.168.2.2 Gender parity According to Article L. 226-4-1 of the French Commercial Code, the percentage of members of the Supervisory Board of each gender cannot be less than 40% in companies whose shares are admitted for trading on a regulated market. The Supervisory Board currently consists of 11 members, 5 of whom are women, i.e. a rate of 45.4% Following the Shareholders’ Meeting of June 11, 2020, and given the terms of office ending and not renewed, the Supervisory Board will consist of 9 members, 5 of whom will be women if the meeting votes in favor of the proposed
• ensure that at least one of the members of the Board has business experience in the Energy/Oil & Gas sector. At its meeting of March 10, 2020, and after analysis of the future composition of the Board following the 2020 Shareholders’ Meeting (subjec t to the renewal of Olivier Heckenroth) and of the feedback from the self-assessment of the Board, the Compensation and Appointments Committee proposed to the Supervisory Board to maintain the goals set and to identify, at the time of future renewals, a candidate with sector expertise or, failing this, a candidate from another country. 22.214.171.124 INDEPENDENCE The Afep-Medef Code recommends that the majority of the members of the Supervisory Board should be independent and free of any vested interest, i.e. without any relationship of any kind with the Company, its Group or its Management that could compromise the exercise of their freedom of judgment. 126.96.36.199.1 CRITERIA SELECTED The Supervisory Board opted to use all of the criteria defined by the Afep-Medef Code regarding independence. It thus ensures that members classified as independent by the Compensation and Appointments Committee meet the following criteria: • criterion No. 1: are not or have not been during the past 5 years employees or executive officers of the Company, or employees, executive officers or Directors of one of Rubis’ consolidated companies; • criterion No. 2: are not executive officers of a company in which the Company holds a direct or indirect position as a Director, or in which an employee designated in that capacity or an executive officer of the Company (currently or having been so within the past 5 years) holds a directorship; • criterion No. 3: are not customers, suppliers, business or investment bankers or consultants: • important to the Company or its Group, • or for which the Company or its Group represent a significant share of business. TO ASSESS THE INDEPENDENCE OF THE MEMBERS OF THE SUPERVISORY BOARD
renewal (see section 5.3.4). The gender breakdown will be 55.5% women/44.5% men. The percentages of women on the Accounts and Risk Monitoring Committee and on the Compensation and Appointments Committee are 40% and 50%, respectively. The rates will remain unchanged following the Shareholders’ Meeting of June 11, 2020. 188.8.131.52.2.3 Statutory age limit Article 27 of the Company’s by-laws sets the following age limits for the members of the Supervisory Board: • when a member of the Supervisory Board is over 75, they can no longer be re-elected if their appointment will increase the number of members at least 70 years old to over one-third; • when over one-third of the members of the Board are at least 70 years old and an active member turns 75, the oldest member is considered to have automatically resigned at the end of the next Ordinary Shareholders’ Meeting. Following the Shareholders’ Meeting of June 11, 2020, and if the meeting votes in favor of the proposed renewal (see section 5.3.4), the percentage of members of the Supervisory Board aged 70 years old will be 33.3%. The next time terms expire, the Board will ensure that it proposes appointments that will lower this percentage.
184.108.40.206.2.4 Diversity policy On March 11, 2019, the members of the Compensation and Appointments Committee set the following goals for the next 3 years (until the Shareholders’ Meeting approving the financial statements for the 2021 fiscal year): • maintain a percentage of women on the Board of at least 40% each year; • meet the age requirements provided for in Article 27 of the by-laws each year; • maintain at least one-third of Board members with international business experience;