5.1 Corporate Governance Code

The Company refers to the Corporate Governance Code for listed companies published by the Afep and the Medef (hereinafter the “Afep-Medef Code”). This Code (updated in December 2022) is available on the websites of the Company (www.rubis.fr/en/), Afep (www.afep.com) and Medef (www.medef.com).

The Company has always strived to comply with the Afep-Medef Code’s recommendations within the limits of the particularities stemming from its legal form as a Partnership Limited by Shares and the resulting by-laws’ provisions.

The applicable recommendations that were not fully implemented in 2022 and the explanations provided by the Company are set out in the table below.

Afep-Medef Code recommendations set aside   Explanation
It is recommended that at least one meeting [of the Supervisory Board] be held each year without the presence of executive corporate officers.
(recommendation 12.3)
 

By law, the mission of a Supervisory Board resulting from the form in which the Company is incorporated differs from that of a Board of Directors of a public limited company (société anonyme). Article L. 226-9 of the French Commercial Code provides that the Supervisory Board of a Partnership Limited by Shares is in charge of the continuous oversight of the Company’s management. Unlike the Board of Directors of a public limited company (société anonyme), the Supervisory Board may not intervene in the Company’s management and administration.

The Company therefore considered that, due to its form as a Partnership Limited by Shares, it was more appropriate that this recommendation be complied with at the level of the Accounts and Risk Monitoring Committee.

 

However, from the financial year 2023, one meeting of the Supervisory Board will be organised each year without the presence of the executive corporate officers (the first meeting took place on 16 March 2023).

At least two-thirds of the members of the Audit Committee must be independent and the Committee must not have any executive corporate officer as a member.
(recommendation 17.1)
  The Accounts and Risk Monitoring Committee does not have any executive corporate officer as a member. While only 60% of its members are independent, the Committee’s Chairmanship must be independent. On 16 March 2023, the Supervisory Board reiterated its objective of improving this independence rate over the course of future movements within this Committee.

[The Committee responsible for appointments] must not have any executive corporate officer as a member and the majority of its members must be independent Directors.

[The Committee responsible for compensation] must not have any executive corporate officer as a member and the majority of its members must be independent Directors.
(recommendations 18.1 and 19.1)

  The Compensation and Appointments Committee does not have any executive corporate officer as a member. While only 50% of its members are independent, the Committee’s Chairmanship must be independent.
The Appointments Committee (…) draws up a succession plan for executive corporate officers (…).
(recommendation 18.2.2)
 

The Compensation and Appointments Committee does not draw up a succession plan for the Management Board, since this responsibility falls to the General Partners in a Partnership Limited by Shares.

 

However, the General Partners regularly inform the Supervisory Board and the Compensation and Appointments Committee of the status of the succession plan.