RUBIS - 2019 Universal Registration Document
5 CORPORATE GOVERNANCE - Control of Company management: the Supervisory Board and the Committees
184.108.40.206.2 SUPERVISORY BOARD TRAINING When new members are appointed to the Supervisory Board, they are provided with a training file presenting the Group’s history, its activities, its legal and financial specificities, and the various aspects of the duties of a member of the Supervisory Board in a Partnership Limited by Shares listed on a regulated market. In addition, the members of the Supervisory Board may contact the Finance Department and Rubis’ Corporate Secretariat for any explanations or additional information they may require. Annual site visits are also organized for all new members and current members who want to increase their knowledge of Group activities and ask the Managers of the sites any questions they may have about them.
meet with the Directors of the operations facilities and to discuss issues related to Group activities and risks. After reviewing the Compensation and Appointments Committee report, the Management answered all of the points raised. It stated that the goal of diversifying the Supervisory Board with respect to nationalities was added to the diversity policy for 2020 presented at the Compensation and Appointments Committee meeting of March 10, 2020 (see section 220.127.116.11.2). The Management also proposed another visit to the Gonfreville l’Orcher (Le Havre) site in 2020 after noting that a visit to Dunkirk had been organized in October 2019 during a Rubis Mécénat event. The next assessment will take place in 2023.
The Compensation and Appointments Committee, responsible for collecting the feedback and forwarding a report to the Supervisory Board, noted several points requiring attention and improvement: • composition of the Board: the lack of Board member diversity in terms of different nationalities was noted; • operation and organization of the Board: some members stated that they would like to have the documentation for meetings sent to them sooner to enable them to better analyze it and others would like the statements of members included in the minutes of the meetings. All of the members highlighted the quality of the exchanges between the Management and the Statutory Auditors; • Board member training: the members continue to be very positive about site visits. They enable the Board members to
5.3.7 SPECIALIZED COMMITTEES OF THE SUPERVISORY BOARD: ACCOUNTS AND RISK MONITORING – COMPENSATION AND APPOINTMENTS
certification of financial statements performed by the Statutory Auditors. The Committee regularly reports to the Supervisory Board on the performance of its duties, as well as on the results of the audit certification process, how this process contributed to the fair presentation of the financial information and the role it played in that process. It informs it without delay of any difficulty encountered. As of December 31, 2019, the Accounts and Risk Monitoring Committee consist of 5 members chosen for their expertise in the fields of accounting, finance and risk management, and in particular due to their positions in banking institutions, or senior management positions in commercial or insurance companies (see section 5.3.3): Chantal Mazzacurati, Marie-Hélène Dessailly, Olivier Heckenroth, Hervé Claquin and Marc- Olivier Laurent. The Chairman of the Supervisory Board, Olivier Heckenroth, is an ex-officio member. Chantal Maz zacurati, who chairs the Committee, Marie-Hélène Dessailly and Marc-Olivier Laurent have been classified as independent members by the Compensation and Appointments Committee. Due to their seniority on the Supervisory Board (over
The Rubis Accounts and Risk Monitoring Committee and the Compensation and Appointments Committee are an offshoot of the Supervisory Board, which appoints their members and defines how they are organized, operate and their missions.
12 years of service), Olivier Heckenroth and Hervé Claquin have been classified as non- independent. With 3 independent members out of 5, the rate of independence of the Accounts and Risk Monitoring Committee was 60% as of December 31, 2019 , very close to the two-thirds recommended by the Afep- Medef Code). Women accounted for 40% of members. It is chaired by an independent member who has the casting vote. The Committee set itself the goal of improving the rate of independence over the coming 3 years as the terms of office of non- independent members expire. Other contributors to the Accounts and Risk Monitoring Committee include the Managing General Partners, Statutory Auditors, Chief Financial Officer, Director of Consolidation and Accounting, and the Corporate Secretary of Rubis. However, at the end of the meeting, the members of the said Committee meet alone with the Statutory Auditors, without the presence of the Management and the members of Rubis’ functional departments, to review the separate and consolidated financial statements, the risks and the findings submitted to them by the Statutory Auditors following their work.
18.104.22.168 ACCOUNTS AND
RISK MONITORING COMMITTEE
The purpose of this Committee is to assist the Supervisory Board in its permanent control of the Company’s management. It monitors issues related to: • the process of preparing financial information; • the development of accounting and financial control systems, as well as risk management; • the appointment or renewal of the Company’s Statutor y Auditors in accordance with the procedures in force. It also monitors their work and ensures compliance with their conditions of engagement; • the rules for approval, delegation and monitoring of services other than the
156 i Rubis 2019 Universal Registration Document
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