5.1Corporate Governance Code

 

The Company refers to the Afep-Medef Corporate Governance Code for listed companies as updated in January 2020 (hereinafter the “Afep-Medef Code”). This Code is available on the websites of the Company (www.rubis.fr), 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 provisions of its by-laws.

The recommendations that were not fully implemented in 2021 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 11.3)

By law, the mission of a Supervisory Board resulting from the form in which the Company is incorporated (Partnership Limited by Shares – Société en Commandite par Actions) 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, 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.

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 16.1)

The Accounts and Risk Monitoring Committee does not have any executive corporate officer as a member.

While the independence rate stood at 80% at the close of the 2021 Shareholders’ Meeting, the Supervisory Board meeting held on 10 March 2022, noted that, if the Accounts and Risk Monitoring Committee’s composition was not changed, the proportion of independent Directors would drop to 40%, as a result of two members losing the qualification of being independent. As a result, the Supervisory Board decided that two independent members would join the Accounts and Risk Monitoring Committee after the close of the 2022 Shareholders’ Meeting (subject to their appointment/reappointment by the 2022 Shareholders’ Meeting) in order to maintain an independence rate of 60%. The Supervisory Board also confirmed its objective of improving the independence rate as and when changes to the Committee’s membership are made.

[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 17.1 and 18.1)

The Compensation and Appointments Committee does not have any executive corporate officer as a member.

While 50% of its members are independent, the Committee’s chair must be independent.

The Appointments Committee (…) draws up a succession plan for Executive corporate officers (…)

(recommendation 17.2.2)

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 Partnerships Limited by Shares. However, the Management Board regularly informs the Supervisory Board and the Compensation and Appointments Committee of progress in the succession plan.