RUBIS - 2019 Universal Registration Document

5 CORPORATE GOVERNANCE - Shareholders’ Meetings

5.6.3 PROCEDURE FOR EVALUATING CURRENT AGREEMENTS

• current account advance agreements signed with Rubis Énergie (June 5, 1997), Rubis Terminal (July 30, 1999) and Rubis Patrimoine (October 19, 2017) and their amendments intended, primarily, to increase the current account advances; • seconding agreement for a Rubis Énergie employee to Rubis for a period of 8 months as of November 1, 2019, for the implementation of an information system recovery plan; • re-invoicing agreement at actual cost of IT equipment between Rubis and Rubis Énergie on February 17, 2020.

During its session of March 12, 2020, in accordance with Article L. 225-39 of the French Commercial Code, the Supervisory Board implemented an evaluation procedure for agreements on current operations concluded under arm’s length conditions (known as “ordinary agreements”) intended to ensure that they meet all conditions. The Supervisory Board evaluates ordinary agreements when they are signed, changed or renewed. It relies on the work of the Accounts and Risk Monitoring Committee to which it entrusts the task of reviewing the agreements to ensure that they still meet the criteria to be classified as ordinary. As part of this review, the Accounts and Risk Monitoring Commit tee considers the principles

provided in the internal charter of the Company governing standard and regulated agreements. For the first year the evaluation procedure was applied, the Company wanted to submit the existing agreements it had signed to the Accounts and Risk Monitoring Committee and the Supervisory Board, even if they had not been modified or renewed. The Supervisory Board meeting of March 12, 2020, thus examined the following existing agreements and was of the opinion that they still met all the criteria: • tax consolidation agreement signed on June 9, 2006, and its amendments to update the Group’s tax consolidation scope;

5.6.4 PARTICIPATION OF SHAREHOLDERS IN THE SHAREHOLDERS’ MEETINGS

The conditions for shareholder participation and voting at Shareholders’ Meetings are described in Articles 34 to 40 of Rubis’ by-laws, which can be consulted at the Company’s registered office or on its website.

174 i Rubis 2019 Universal Registration Document

Made with FlippingBook HTML5