5 CORPORATE GOVERNANCE - Control of Company management: the Supervisory Board and the Committees
188.8.131.52 COMPENSATION AND APPOINTMENTS COMMITTEE The duties of the Compensation and Appointments Committee include: • provide the Supervisory Board with an opinion on the compensation policy for the Management prepared by the General Partners; • provide the Supervisory Board with an opinion on the remuneration to be allocated or paid to the Management for the past fiscal year, in accordance with the policy approved by the shareholders at the Shareholders’ Meeting; • submit a draft compensation policy for the Board to the Supervisory Board; • provide the Supervisory Board with an opinion on the compensation allocated or paid to the Chairman of the Supervisory Board for the past fiscal year; • formulate proposals for the Board on the overall amount to be granted to the members of the Board and their allocation based on the contribution of each of the members and their attendance rate; • formulate proposals for the renewal of the terms of office of the members of the Board and of the Committees and for all new appointments ensuring that there is a balance in terms of equality and with respect to the overall rate of independence of the Board; • provide the Supervisory Board with an opinion on the independence of the members of the Board prior to the Shareholders’ Meeting by verifying annually that the members of the Board classified as independent continue to meet the criteria of objectivity and independence set out in the Afep-Medef Code; • ensuring the organization of the Board assessment process that takes place every 3 years. However, the Committee does not participate in the preparation of the succession plans for executive officers since this responsibility falls under the sole authority of the General Partners. The Management Board and the Supervisory Board are nevertheless informed by the Management of the conditions and measures already taken by the General Partners to ensure their succession. As of December 31, 2019, the Compensation and Appointment s Commi t tee had 4 members: Chantal Mazzacurati, who
chairs it, Laure Grimonpret-Tahon, Olivier Heckenroth and Erik Pointillar t. The Committee consists of 50% independent members and the male/female ratio is 50%. It does not include any Group executive officers. Chantal Mazzacurati and Laure Grimonpret-Tahon are classified as independent members. Chantal Mazzacurati has the casting vote. The Compensation and Appointments Committee met on March 11, 2019. During this meeting, the Committee reviewed and gave its opinion on the fixed and variable compensation of the Management and that of the Chairman of the Supervisory Board. To this end, it examined: • compliance of the fixed compensation of the Management for the 2018 fiscal year with the criteria set by Article 54 of the by-laws; • the compliance of the variable compensation to be paid to the Management in respect of fiscal year 2018 with the conditions set by the Shareholders’ Meeting of June 5, 2015, and the performance criteria validated by the Compensation and Appointments Committee in March 2018; • the performance criteria proposed by the General Partners for the variable compensation of the Management for the 2019 fiscal year; • the compensation of the Chairman of the Supervisory Board. It was also informed of the compensation policy for the Group’s main Managers who are not corporate officers. The Commit tee then examined the composition of the Supervisory Board, in terms of its diversity and the independence of its members and the profile of the members whose renewal or appointment was proposed at the Combined Shareholders’ Meeting of June 11, 2019. It also defined 3-year objectives for the Board’s diversity policy (see section 184.108.40.206.2.4). Lastly, the Committee also examined the proposed increase in, and allocation of, compensation for the members of the Supervisory Board. The attendance rate at the Compensation and Appointments Committee meeting was 100% (see table in section 5.3.8). The meeting of March 11, 2019, was also attended by the Corporate Secretary and Jacques Riou, Chairman of Agena, a Managing General Partner of Rubis without the status of General Partner.
Commit tee members benefit from a reasonable time-frame (at least 2 days) during which to examine the financial statements and other documents before the Committee meeting. They also receive a summary of work carried out by the Statutory Auditors. The Ac count s and Ri s k Moni tor ing Committee meets twice a year to review the separate and consolidated annual and half- yearly financial statements and twice a year to analyze and monitor risks. In 2020, the Committee met a third time in January as part of the process to select a third Statutory Auditor. The Ac count s and Ri s k Moni tor ing Committee met twice in 2019 to review the annual and half-yearly separate and consolidated financial statements (March 8 and September 9, 2019), and twice on the same dates to examine matters relating to risk monitoring and management, the Group’s compliance and CSR policies. At the meeting of March 8, 2019 covering r i s k mo n i t o r i ng a nd ma n ag eme n t , the Commit tee was informed by the Management of the major events of 2018 within the Group divisions (distribution, storage, and support and services) and the measures taken for their management and monitoring. A review of non-financial information stakes was also presented by the Management, covering accident data, ethics and compliance. Lastly, the work done to identify the 4 major challenges presented in the Non-Financial Information Statement (see chapter 4, section 4.1) were explained and the results of the work submitted (NFIS). During the meeting on risks of September 9, 2019, the new regulatory requirements resulting from the European “Prospectus 3” directive and their challenges for the Group were presented. An update on the implementation of the anti-corruption program and the actions planned for the third quarter of 2019 was also provided. A ll t he do c ume n t s s ubmi t ted, t he presentation given by the Management, and the answers given to the questions asked, reassured the Committee as to the proper management of risks within the Group. All members of the Accounts and Risk Monitoring Committee were present at the 4 meetings (see table in section 5.3.8).