Absence of conflicts of interest, impediments or convictions
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 a 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.
Transactions with related parties
The Group’s related parties include associates (joint undertakings and joint ventures, see notes 8 and 9 to the consolidated financial statements) and the principal officers (dirigeants) and close members of their family.
The agreements entered into by Rubis with its subsidiaries Rubis Terminal, RT Invest, Rubis Terminal Infra and Rubis Énergie are the subject of the Statutory Auditors’ special report on related-party agreements (see chapter 7, section 7.4.3) and are presented 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 9 June 2022.
In accordance with Article L. 225-39 of the French Commercial Code which provides that the related-party agreements procedure does not apply to, among others, agreements entered into a subsidiary that is wholly owned by the Company (directly or indirectly), the Supervisory Board meeting held on 10 March 2022 decided to exempt from the scope of this procedure the assistance agreement entered into on 30 April 2020 with Rubis Énergie, a subsidiary that is wholly-owned by the Company. This assistance agreement is consequently no longer classified as a related-party transaction.
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 regulated and non-regulated agreements adopted by the Supervisory Board at its meeting of 12 March 2020.
In accordance with the provisions of this charter, in financial year 2021, the Supervisory Board assessed agreements entered into in the ordinary course and on arm’s length terms (known as “non-regulated agreements”) at the time they are entered into, amended or renewed. To do so, it relied on the work of the Accounts and Risk Monitoring Committee, to which it entrusted the task of examining whether the agreements referred to it met or continued to meet the criteria for being classified as non-regulated agreements. The Accounts and Risk Monitoring Committee conducted this review in accordance with the principles set out in the Internal Charter.
The Supervisory Board considered that the following agreements met the criteria allowing them to be classified as ordinary course agreements entered into on arm’s length terms:
- •amendment dated 12 February 2021 to the tax consolidation agreement signed on 9 June 2006 between Rubis SCA and Cimarosa Investissements SAS;
- •amendment dated 21 June 2021 to the employee secondment agreement signed on 31 October 2019 between Rubis SCA and Rubis Énergie SAS;
- •current account agreement signed on 20 July 2021 between Rubis SCA and Cimarosa Investissements SAS;
- •current account agreement signed on 5 June 1997 between Rubis SCA and Rubis Énergie SAS and the amendments thereto;
- •current account agreement signed on 19 October 2017 between Rubis SCA and Rubis Patrimoine SARL and the amendment thereto;
- •tax consolidation agreement signed on 9 June 2006 and the amendments thereto.
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 course 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 as required. The General Secretariat of the Company will now be required to report to the Supervisory Board on the implementation of this procedure annually so that the Supervisory Board may make the improvements to the procedure that may be necessary and further provide a report on the procedure in its report on corporate governance.
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 carrying out transactions on Rubis securities is 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).
Securities transactions carried out by executive corporate officers
To Company’s knowledge, the Managing Partners and members of the Supervisory Board of Rubis carried out the following transactions involving the Company’s securities in financial year 2021.
Managing Partners and related persons
* Option for payment of dividend in shares.
Members of the Supervisory Board and related persons
* Option for payment of dividend in shares.
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.
Participation of shareholders at Shareholders’ Meetings
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).
Elements liable to have an impact in the event of a public offer
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.
Statutory Auditors’ specific verifications on the corporate governance report
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.