5.5 Additional information
No Managing Partner or member of the Supervisory Board has any conflict of interest between his/her duties to Rubis and his/her private interests and/or other duties to which he/she is bound.
To Rubis’ knowledge, there is no arrangement or agreement between the Company and the main shareholders, clients, suppliers or others pursuant to which the members of the Supervisory Board or the Managing Partners have been selected.
No Managing Partner or member of the Supervisory Board has ever been convicted of fraud, filed for bankruptcy or been placed in receivership or liquidation.
No Managing Partner or member of the Supervisory Board has ever been the subject of a criminal prosecution or official public sanction pronounced by statutory or regulatory authorities.
No Managing Partner or member of the Supervisory Board has ever been prevented by a court from acting as member of an issuer’s administrative, management or supervisory body, or from being involved in the management or direction of an issuer’s affairs in the last five years at least.
Absence of any agreements binding a member of the Supervisory Board or a Managing Partner to Rubis or to one of its subsidiaries
There are no service contracts binding the Managing Partners or the members of the Supervisory Board to Rubis or any one of Rubis’ subsidiaries.
No loans or guarantees have been granted or made on behalf of the Managing Partners or the members of the Supervisory Board.
The Group’s related parties include affiliates (joint undertakings and joint ventures, see notes 8 and 9 to the consolidated financial statements) and the principal Senior Managers (dirigeants) and close members of their family.
Agreements entered into by Rubis SCA with subsidiaries that it does not, directly or indirectly, wholly own (such as Rubis Terminal, RT Invest, Rubis Terminal Infra and Rubis Photosol), may be classified as related-party agreements and be the subject of the Statutory Auditors’ special report on related-party agreements mentioned below.
Transactions between the parent company and its fully consolidated subsidiaries are eliminated in the consolidated financial statements.
Related-party agreements are described in the Statutory Auditors’ special report on related-party agreements in chapter 7, section 7.4.3. They are also explained in the presentation of the draft resolutions in the Notice of meeting for the Shareholders’ Meeting of 8 June 2023.
Procedure for assessing agreements relating to ordinary course transactions entered into on arm’s length terms
In accordance with Article L. 22-10-12 of the French Commercial Code, an internal charter on the regular assessment of regulated and non-regulated agreements was adopted by the Supervisory Board at its meeting of 12 March 2020.
On 10 March 2022, the Supervisory Board amended this charter for the purpose of specifying that the assessment of any agreement relating to an ordinary transaction entered into under arm’s length terms would be carried out by the Company’s internal departments, with the assistance of the Statutory Auditors, if need be.
The Supervisory Board meeting of 16 March 2023 was informed by the Corporate Secretary of the Company that no difficulties were encountered in the implementation of this procedure during the financial year 2022. The Supervisory Board therefore considered that no improvements needed to be made.
Restrictions on the disposal by members of the Supervisory Board and Managing Partners of their interests in Rubis’ share capital
To Rubis’ knowledge, no restrictions have been agreed by the Managing Partners or by the members of the Supervisory Board with respect to the sale of their shares in the Company, with the exception of rules governing trading in Rubis securities provided for by applicable legal provisions (see the section entitled “Blackout periods” below).
Internal prudential rules provide for blackout periods during which time transactions in Rubis securities are prohibited for the Managing Partners and members of the Supervisory Board as well as for certain employees and external suppliers. These blackout periods start 30 days prior to the date scheduled for the publication of the annual and half-year results and 15 days prior to the date scheduled for the publication of quarterly revenue, and end the day after publication of such results. Furthermore, and in any event, trading in Rubis securities is prohibited if inside information is held (and until the day after its publication).
To the Company’s knowledge, the Managing Partners and members of the Supervisory Board of Rubis did not carry out any transactions involving the Company’s securities in financial year 2022.
Summary table of current delegations of authority to increase the share capital currently in force and use made of such delegations
This table, which is an integral part of the Supervisory Board’s report on corporate governance, appears in chapter 6, section 6.2.4 of this Universal Registration Document.
The procedures for shareholder participation and voting at Shareholders’ Meetings, which form an integral part of the Supervisory Board’s report on corporate governance, are set out in chapter 6, section 6.1.4 of this Universal Registration Document. They are described in Articles 34 to 40 of the Company’s by-laws (which are available on the Company’s website).
None of the elements described in Article L. 22-10-11 of the French Commercial Code is liable to have an impact in the event of a public tender offer or exchange offer.
In accordance with the standard NEP 9510 published on 7 October 2018, the Statutory Auditors’ specific verifications implemented pursuant to Article L. 22-10-71 of the French Commercial Code on the Supervisory Board’s report on corporate governance are described in the Statutory Auditors’ report on the annual financial statements in chapter 7, section 7.4.2 of this Universal Registration Document.