5 CORPORATE GOVERNANCE - Control of Company management: the Supervisory Board and the Committees
5.3.6 ORGANIZATION AND WORK OF THE SUPERVISORY BOARD
18.104.22.168 MEETINGS AND WORK OF THE SUPERVISORY BOARD IN 2019 The Supervisory Board meets twice each year, in conjunction with the release of the annual and the half-yearly financial statements. The frequency of meetings of the Supervisory Board and the Committees was deemed sufficient and in accordance with the Afep-Medef Code (Article 10.2) in the annual and triennial self-assessments, taking into account the specific tasks of the Supervisory Board in a Partnership Limited by Shares, which differ from those of a Board of Directors or the Supervisory Board of a public limited company ( société anonyme ). The Board is assisted by the in-depth work carried out by the specialized Committees; the reports made to it by the Chairwoman of the 2 Committees and the quality of the documents submitted to it serve to inform the Board and allow it to decide on all the subjects falling within its powers (see section 5.3.2). Nevertheless, given the scope of the topics related to risk monitoring and compliance, the Supervisory Board decided that from 2019 the Risk Monitoring Committee would hold a second meeting each a year from 2019. During fiscal year 2019, the Supervisory Board met twice: • on March 12, 2019 , to examine the Group’s activity in fiscal year 2018, its results and the separate and consolidated financial statements, as well as the market for Rubis’ stock. It heard the description by the Management and the Chairwoman of the Accounts and Risk Monitoring Committee of internal control procedures for the treatment of the accounting and financial information of the Company and the Group, and of the Group’s risk management procedures. The changes in scope during the 2018 fiscal year were noted: acquisition of 30% of Sigalnor, acquisition then disposal of the bitumen business in Iran as a result of American sanctions, and acquisition of Sigloi in Réunion. The Board was favorable to the renewal of the term of 2 of its members whose term was expiring at the Shareholders’ Meeting of June 11, 2019, and to the candidacies of 3 new members submitted to a vote at the Shareholders’ Meeting (see section 22.214.171.124.1). Pending the publication of the benchmark indexes enabling the indexing of fixed compensation, the Board issued a favorable
opinion on the provisional amounts of the fixed compensation to be paid to the Management for 2018. It then noted that the triggering condition (5% increase in net income, Group share) had not been met and that no variable compensation would be paid to the Management. It then approved the performance criteria proposed for variable compensation for the 2019 fiscal year. The Board reviewed the draft resolutions submitted to the Combined Shareholders’ Meeting of June 11, 2019, presented to it by the Management, and worked on the reports on corporate governance and on the annual and consolidated financial statements presented by the Supervisory Board to the Shareholders’ Meeting and on the proposed increase and allocation of compensation for members of the Board for the 2019 fiscal year. Lastly, given the increase in the size of the Group and the increase in the workload of the Risk Monitoring Committee, the Supervisory Board decided that a second meeting of the said Committee would be held each year prior to the meeting to review the half-year financial statements; • on September 11, 2019 , to examine the half-yearly separate and consolidated financial statements for 2019, themarket for Rubis’ stock, and a number of accounting, tax and legal matters. The Board was informed of the topics covered at the Risk Monitoring Committee meeting, which were presented to it by the Management and by the Chairwoman of the Accounts and Risk Monitoring Committee. It was informed of the changes in scope related, notably, to the acquisition of KenoKobil Plc and LNG business in the Azores and in Madeira.
It also took note of the final amount of the fixed compensation paid to the Management for fiscal year 2018, following publication of the annual benchmarks after the last meeting of the Supervisory Board. The meetings of the Supervisory Board were characterized by a high attendance rate: 100% at the meeting of March 12, 2019 and 100% at the meeting of September 11, 2019 (see table in section 5.3.8). They led to numerous discussions. Also participating in these meetings were Rubis’ Management, the Chief Financial Officer, the Corporate Secretary and the Statutory Auditors, who were able to provide all of the explanations necessary for a proper understanding of the agenda items. THE SUPERVISORY BOARD As recommended by the Afep-Medef Code, and in accordance with the Supervisory Board’s internal rules, a self-assessment process has been put in place. Each year, the Supervisory Board informally discusses its composition, organization and operation, as well as those of its Committees in order to improve their effectiveness. A more formal and in-depth assessment is performed every 3 years on the basis of an anonymous questionnaire provided to the members of the Supervisory Board. This questionnaire mainly addresses the following points: • organization and composition of the Supervisory Board and its Committees; • Supervisory Board and Committeemeetings (time frame for sending out documents, number of meetings, diversity, etc.); • contribution of the members to the work of the Supervisory Board and the Committees; • relations of the Supervisory Board and the Committees with the Management and/ or the Statutory Auditors (quality of the information provided, the dialog, etc.); • areas and methods for improving the operation of the Board and the Committees. As the most recent self-assessment took place in 2017, another one was conducted in early 2020. 126.96.36.199 ASSESSMENT AND TRAINING OF THE SUPERVISORY BOARD 188.8.131.52.1 ASSESSMENT OF