Universal Registration Documents 2021

Pursuant to Article L. 22-10-76(I) of the French Commercial Code, in Partnerships Limited by Shares whose shares are admitted to trading on a regulated market:

• •the policy applicable to the Management Board’s compensation is set by the General Partners (deciding unanimously, unless otherwise provided in the by-laws) after receiving an advisory opinion from the Supervisory Board and aking into account, as applicable, the principles and conditions provided for in the by-laws;
• •the compensation policy applicable to members of the Supervisory Board is established by Supervisory Board.

In addition, under the terms of the internal regulations of the Company’s Supervisory Board and of the Compensation and Appointments Committee:

• •the advisory opinion on the General Partners’ proposal concerning the compensation policy applicable to the Management Board is issued by the Supervisory Board each year in the light of the work previously carried out by the Compensation and Appointments Committee;
• •each year, the Compensation and Appointments Committee submits to the Supervisory Board a draft compensation policy applicable to Supervisory Board members.

The compensation policies applicable to the Management Board and to of the members of the Supervisory Board are submitted each year (and at the time of each significant change) for the approval of the Shareholders’ Meeting (in its ordinary form).

The compensation policy applicable to the Company’s corporate officers is designed to ensure stability. However, the components of the compensation policy applicable to the Management Board (other than those relating to fixed compensation) may be revised by a decision of the General Partners taken after receiving an advisory opinion from the Supervisory Board and subject to the approval of the Shareholders’ Meeting. Similarly, the compensation policy applicable to members of the Supervisory Board may be revised by a decision of the Supervisory Board and subject to the approval of the Shareholders’ Meeting.

Each year, the Shareholders’ Meeting and the General Partners vote on the components (fixed, variable and exceptional) comprising the total compensation and benefits of any kind paid during or awarded in respect of the past financial year via separate resolutions for each Managing Partner (except when no compensation of any kind is paid to it during or awarded in respect of such financial year) and for the Chairman of the Supervisory Board.

If the compensation policy approved by the Shareholders’ Meeting is not complied with, no compensation of any kind whatsoever may be determined, awarded or paid by the Company, under penalty of being null and void.

Prior to the shareholders’ vote, under the terms of the internal regulations of the Company’s Compensation and Appointments Committee, the Compensation and Appointments Committee:

• •determines the components of compensation to be paid or awarded in respect of the past financial year to the Management Board in accordance with the policy approved by the Shareholders’ Meeting held during such financial year. The Supervisory Board verifies that these items comply with such policy;
• •determines the components of compensation to be paid or awarded in respect of the past financial year to the Chairman of the Supervisory Board in accordance with the policy approved by the Shareholders’ Meeting held during such financial year. The Supervisory Board verifies that these items comply with such policy;
• •proposes an allocation of the aggregate amount to be granted to the members of the Supervisory Board in respect of the past financial year. The Supervisory Board verifies that such amount and breakdown comply with the policy it established for the past financial year and which was approved by shareholders during such financial year.

Lastly, with the approval of the General Partners, the Shareholders’ Meeting votes on a single draft resolution concerning information on the fixed, variable and exceptional compensation paid during or awarded in respect of the past financial year to all corporate officers.

On the advice of the Supervisory Board, the General Partners ensure that the compensation policy applicable to the Management Board complies with the Company’s corporate interest, is in line with its business strategy and contributes to the Company’s sustainability.

Thus, the compensation policy applicable to the Management Board is in line with the Company’s interests to the extent that (i) its overall amount is measured against that paid to executive corporate officers of companies with equivalent market capitalisation (the Company conducts in-house studies or commissions studies from external firms to ensure this on a regular basis), (ii) the conditions governing employee compensation are taken into account since the fixed compensation is updated according to the indexed change in the hourly salary rates of employees (which in the meantime guarantees that any change in the fixed compensation be moderate), (iii) the annual variable compensation is capped, and (iv) no exceptional compensation of any kind is authorised. The General Partners and the Supervisory Board are also kept informed of the equity ratios and changes in those ratios in relation to the compensation of corporate officers and employees and the Company’s performance.

The compensation policy applicable to the Management Board forms part of the commercial strategy and thus contributes to the sustainability of the Company insofar as the criteria attached to annual variable compensation are based on regular growth in earnings, the solidity of the balance sheet, progressive improvement in employee’s employment conditions through the setting of objectives in the field of health/safety, progressive improvement in CO2 emissions and taking into account corporate social responsibility challenges as a whole.

Similarly, the Supervisory Board ensures that the compensation policy that applies to its members is consistent with the Company’s corporate interest and contributes to its sustainability. Thus, the maximum annual compensation budget for the Supervisory Board is measured compared with the budgets for non-executive corporate officers of companies with equivalent market capitalisation (the Company conducts in-house studies or commissions studies from external firms to ensure this on a regular basis). In addition, this compensation is related in part the to each member’s responsibilities (chairing and/or membership on Committees) and to his/her attendance.

Lastly, the comments and votes expressed by shareholders on compensation issues at Shareholders’ Meetings are analysed by the General Partners, the Supervisory Board and the Compensation and Appointments Committee (over 98% support for all resolutions relating to compensation issues at the 10 June 2021 Shareholders’ Meeting).

The compensation policies applicable to the Management Board and the Supervisory Board described below would apply (prorata temporis in the year in which he/she takes office) to any new Managing Partner or any new member of the Supervisory Board, respectively.

The Chair of the Compensation and Appointments Committee presented her report on the compensation policy applicable to the Management Board in respect of financial year 2021 to the Supervisory Board meeting held on 10 March 2022. This report was based on the Committee’s prior work and analysis and its discussions with the General Partners. The Supervisory Board was also provided with all the documents that had been given to the members of the Compensation and Appointments Committee.

At this meeting, the Supervisory Board issued a favourable opinion on the Management Board compensation policy for financial year 2022.

The General Partners met after the Supervisory Board meeting of 10 March 2022 to approve the Management Board’s compensation policy for financial year 2022, after having taken note of the Supervisory Board’s favourable opinion and account of the principles and conditions provided for in the by-laws.

The annual fixed compensation for the entire Management Board had initially been set in the by-laws at €1,478,450 excluding tax in respect of the 1997 financial year. Since then and up to financial year 2020 (inclusive), it had changed according to the following method: the annual fixed compensation of the Management Board for a given financial year is equal to the product of its annual fixed compensation paid in respect of the previous financial year and a coefficient equal to the arithmetic average of the rate of change over the given financial year in the reference indexes selected to calculate the fees paid to Rubis SCA by its two largest subsidiaries in terms of revenue. 

The 2021 Shareholders’ Meeting approved a change in the policy relating to the Management Board’s annual fixed compensation which consisted of only using, as from financial year 2021, the reference index used to calculate the fees paid to Rubis SCA by Rubis Énergie only  (i.e., the Insee index of the hourly wage rates for workers in the electricity, gas, steam and air conditioning production and distribution industry), insofar as (i) the sale of 45% of Rubis Terminal to Cube Storage Europe HoldCo Ltd. resulted in Rubis Terminal being accounted for by the equity method since 30 April 2020, and (ii) the weight of Rubis Énergie in the Group’s earnings had been very significant for several financial years.

In line with the change in the compensation policy applicable to the Management Board approved by the 2021 Shareholders’ Meeting, it is being proposed to the 2022 Shareholders’ Meeting that, as from financial year 2022, the Management Board’s annual fixed compensation in respect of a given financial year be equal to the product of its annual fixed compensation paid in respect of the previous financial year and the rate of change over the given financial year in the Insee index of the hourly wage rates for workers in the electricity, gas, steam and air conditioning production and distribution industry. In view of clarification and simplification, the méthod consisting in a direct reference to this Insee index is therefore now preferred. This method replaces an indirect reference (via a reference to the assistance agreement under which Rubis Énergie pays fees to Rubis SCA) to this same Insee index.

It is also being proposed to the 2022 Shareholders’ Meeting that Article 54 of the by-laws be amended in order to reflect these changes. 

As it has been the case so far, the annual change in this reference index will be calculated after the publication by Insee of the index for the fourth quarter of a given financial year (Y), at the end of March of the subsequent financial year (Y+1). The fixed compensation in respect of financial year Y is consequently paid in several stages:

• •in the first quarter of financial year Y, an initial payment based on the last known final compensation (Y-2);
• •after publication of the reference index for the fourth quarter of financial year Y-1 (end of March, Y), making it possible to calculate the definitive compensation for Y-1, an adjustment is made to the first quarter payment and interim payments are made based on this definitive Y-1 compensation;
• •after the reference index for the fourth quarter of financial year Y (end of March, Y+1) is published, the final balance of the compensation for Y is paid.

The rate of change in this Insee index will be published and the Management Board’s final fixed compensation for financial year 2022 will therefore be known after the end of 2022, in March 2023. Pending this publication in March 2023, as described above, the fixed compensation for financial year 2022 will be paid in interim payments based on the amount of the last fixed compensation definitively determined and known, after validation by the Compensation and Appointments Committee and the Supervisory Board, i.e., that in respect of financial year 2021 (€2,391,465).

The determination in March 2023 of the final amount of the Management Board’s fixed compensation in respect of financial year 2022 will result in the payment of an adjustment balance.

If the compensation policy for financial year 2022 were to be rejected by the 2022 Shareholders’ Meeting, the interim payments would be made on the basis of the last fixed compensation awarded, i.e. that awarded in respect of financial year 2021.

The Management Board’s annual variable compensation is capped at 50% of the annual fixed compensation. No floor has been defined.

Consequently, the maximum fixed and variable portions represent 67% and 33% of the maximum total annual compensation, respectively.

The annual variable compensation is freely allocated among the Managing Partners.

The annual variable compensation is based entirely on the achievement of annual targets in line with the Company’s strategy.

The annual variable compensation is subject to a triggering condition linked to the Group’s financial performance: an increase of at least 5% in net income, Group share in 2022 compared with 2021. If this condition is not met, no variable compensation will be due in respect of financial year 2022. If this condition is met, additional performance criteria must be met for the annual variable compensation to be due.

These additional criteria, which are fully aligned with the Company’s strategy, are 75% quantitative and 25% qualitative. They are all based (including the qualitative criteria) on objective indicators to measure their achievement at the end of the financial year in question. These criteria partly take into consideration issues tied to corporate social responsibility, in labour and environmental matters in particular.

For financial year 2022, the same financial performance criteria as for the 2020 and 2021 financial years were selected, as they reflect the quality of the Company’s management. They represent 75% of the maximum variable portion and therefore represent up to 37.5% of the annual fixed compensation.

Qualitative criteria relating to the quality of the balance sheet, workplace safety and CO2 emissions have been maitained as they reflect issues that continue to be of fundamental importance to the Company. A criterion based on the definition of an internal carbon price was added for financial year 2022. Such internal carbon price enabling to better incorporate climate risks and challenges into the investment decision process (external or organic growth), this new criterion is completely in line with the defined strategy (objective of using this internal carbon price in 2023 in all subsidiaries within Rubis Énergie’s scope). These qualitative criteria represent 25% of the maximum variable portion for financial year 2022 and consequently represent up to 12.5% of the annual fixed compensation for 2022.

The analysis of the achievement or failure of the triggering condition, and then, if achieved, the assessment of the rate of achievement of the quantitative and qualitative criteria will be made at the end of financial year 2022 and will be disclosed in the 2022 Universal Registration Document.

The policy does not provide for the possibility of requesting the return of any variable compensation that may have been paid (no claw-back provision).

The Management Board’s compensation policy provides that the only benefit in kind from which the Managing Partners may benefit is a company car.

No multi-year variable compensation is provided for in the Management Board’s compensation policy.

No exceptional compensation is provided for in the Management Board’s compensation policy.

No long-term variable compensation is provided for in the Management Board’s compensation policy.

No compensation, allowances or benefits related to taking a corporate office are provided for in the Management Board’s compensation policy.

No compensation, allowances or benefits upon the end of corporate office are provided for in the Management Board’s compensation policy. As a result, the Managing Partners are not entitled to any severance payments or compensation for non-compete undertaking.

The policy does not provide for any supplementary pension scheme benefits.

Supervisory Board member compensation consists exclusively of a fixed portion (40%) and a variable portion (60%) linked to the attendance rate at meetings. A share is also paid to the Chairs of the Supervisory Board and its Committees. No other component of compensation is paid or awarded to members of the Supervisory Board.

Any member newly appointed at the Shareholders’ Meeting receives up to 50% of the annual maximum amount in respect of the year he/she is appointed. 

In accordance with the Supervisory Board’s internal regulations, each member must reinvest half of the compensation they receive in Rubis shares until they hold at least 250 shares. This does not apply to members who represent a company that is already a shareholder.

The maximum annual compensation budget for the members of the Supervisory Board is set by the Shareholders’ Meeting. In accordance with the 17th resolution adopted by the Shareholders’ Meeting of 10 June 2021, it currently amounts to €240,000.

Upon the proposal of the Compensation and Appointments Committee meeting of 8 March 2022, the compensation policy set on 10 March 2022 by the Supervisory Board for its members in respect of financial year 2022 is as follows:

• •annual compensation for a member of the Supervisory Board: €12,000 (including a variable portion of 60%);
• •annual compensation for a member of the Accounts and Risk Monitoring Committee: €9,000 (including a variable portion of 60%);
• •annual compensation for a member of the Compensation and Appointments Committee: €6,000 (including a variable portion of 60%);
• •Chair of the Supervisory Board – related portion: €18,000;
• •Chair of the Accounts and Risk Monitoring Committee – related portion: €9,000;
• •Chair of the Compensation and Appointments Committee – related portion: €4,500.

This policy is no different than the policy approved by the 2021 Shareholders’ Meeting.

This section (i) presents the equity ratios and the annual progression of the Company’s compensation and performance and (ii) describes the components of compensation paid during or awarded in respect of financial year 2021 to each corporate officer, namely:

• •the Managing Partners: Gilles Gobin, Sorgema, Agena (represented by Jacques Riou), and GR Partenaires. Fixed compensation and annual variable compensation are freely allocated among the Managing Partners. Thus, Gilles Gobin and Sorgema receive 70% of the annual fixed and variable compensation, while Agena (represented by Jacques Riou) receives the remaining 30%. GR Partenaires receives no compensation;
• •the Chairman of the Supervisory Board;
• •the other members of the Supervisory Board.

In accordance with the provisions of paragraphs 6 and 7 of of Article L. 22-10-9(I) of the French Commercial Code, the Company presents equity ratios allowing the compensation of the Management Board and of the Chairman of the Supervisory Board to be compared with the average and median compensation of the Company’s employees on a full-time equivalent basis (excluding the Management Board and the Chairman of the Supervisory Board).

In addition, in accordance with recommendation 26.2 of the Afep-Medef Code and the guidelines published by Afep in February 2021, the Company presents additional equity ratios over a broader scope, allowing the compensation of the Management Board and of the Chairman of the Supervisory Board to be compared with the average and median compensation of the Company’s employees in France on a full-time equivalent basis (excluding the Management Board and the Chairman of the Supervisory Board) and those of the French subsidiaries over which it has exclusive control within the meaning of Article L. 233-16(II) of the French Commercial Code (i.e., until 2019, Rubis Terminal and Rubis Énergie as well as their exclusively controlled French subsidiaries, and then, from 2020, Rubis Énergie and its exclusively controlled French subsidiaries).

To be able to provide information on a broader scope, the Company has chosen to establish these ratios on the basis of compensation and benefits of all kinds paid during or awarded in respect of the year in question.

The elements taken into consideration for the Management Board and the Chairman of the Supervisory Board are set by the Afep guidelines (and, for financial years 2020 and 2021, are presented hereafter) and established on a gross basis. The elements taken into consideration for employees are also set by the Afep guidelines and  established on a gross basis. They do not include any termination, non-compete or supplementary pension scheme benefits. The Management Board compensation policy does not provide for any multi-year variable compensation. On the contrary, the employees of the Company and of the subsidiaries that are included in the expanded scope may benefit from such multi-year variable compensation. Thus, the decrease in the average and median compensations of the employees of the Company and of the subsidiaries included in the expanded scope can be explained by the much more limited grants of performance shares and stock options to employees in respect of financial year 2021 as compared to those made in respect of financial years 2019 and 2020.

In addition, the Company believes that net income, Group share and consolidated Group EBITDA reflect the Group’s performance. The evolution in the compensation of Sorgema and Mr. Gilles Gobin, on the one hand, and Agena and Mr. Jacques Riou, on the other hand, between financial years 2020 and 2021 is lower than the evolution of these two financial criteria.

The amendment of the policy applicable to the compensation of the Chairman of the Supervisory Board commencing financial year 2021 (as approved by the 2021 Shareholders’ Meeting) explains the increase in the Chairman’s compensation between financial years 2020 and 2021.

No table concerning GR Partenaires is presented as it does not receive any compensation in respect of its office as Managing Partner.

These ratios, as well as the annual change in such ratios, in the compensation of each Managing Partner and of the Chairman of the Supervisory Board, in the Company’s performance and in the average and median full-time equivalent compensation of employees are shown in the tables below. In preparing these tables, the Company referred to the Afep guidelines updated in February 2021.

At its meeting on 8 March 2022, the Compensation and Appointments Committee determined the components of compensation to be paid or awarded in respect of financial year 2021 to the Management Board in accordance with the compensation policy approved by the Shareholders’ Meeting of 10 June 2021 and the rules set in the by-laws, and provided a report on its work to the Supervisory Board meeting of 10 March 2022. The Supervisory Board confirmed that these components comply with the Management Board’s compensation policy approved by the Shareholders’ Meeting of 10 June 2021.

To assess the rate of achievement of the objectives attached to annual variable compensation, the Compensation and Appointments Committee meeting of 8 March 2022 was able to benefit from the report provided by its Chair on the meeting of the Accounts and Risk Monitoring Committee, which she also chairs and which was held on 7 March 2022. The documents made available to the Accounts and Risk Monitoring Committee (including the 2021 consolidated and separate financial statements and the risk maps) and this report enabled the Compensation and Appointments Committee to determine the achievement rate of the objectives.

As the reference index for the fourth quarter of financial year 2021 was only published at the end of March 2022, the fixed compensation in respect of financial year 2021 was provisionally set by the Supervisory Board at the final amount paid in respect of financial year 2020, i.e. €2,375,196 (compared with €2,349,204 and €2,319,670.27 in respect of financial years 2019 and 2018, respectively). Following the publication of the reference index at the end of March 2022, this provisional fixed compensation was automatically readjusted by the rate of change in the Insee index of the hourly wage rates for workers in the electricity, gas, steam and air conditioning production and distribution industry in financial year 2021 (rate of 1,0068) applicable to the assistance agreement under which Rubis Énergie pays fees to Rubis SCA.

The amount of the final fixed compensation awarded to the Management Board in respect of financial year 2021 was therefore set at €2,391,465 and immediately communicated to the members of the Compensation and Appointments Committee. It will be included on the agenda of the next Supervisory Board meeting scheduled in June 2022.

At its meeting of 10 March 2022, the Supervisory Board noted that the net income, Group share for 2021 had not increased by at least 5% compared to 2020. As a result, since the triggering condition was not met (as was the case in respect of financial year 2020), the Supervisory Board concluded that no variable compensation was due in respect of financial year 2021.

In order to maintain a high disclosure and to minotor the achievement of the performance criteria attached to the annual variable compensation over several years, the Supervisory Board nevertheless examined their achievement in financial year 2021. Thus, it was established that the overall rate of achievement of the quantitative and qualitative criteria reached 20% in respect of financial year 2021 (compared with 45% and 17.5% in respect of financial years 2020 and 2019, respectively). As in respect of financial year 2020, no compensation was however paid since the triggering condition was not met.

At 31 December 2021, the benefit in kind related to Gilles Gobin’s company car was valued at €17,681.

Gilles Gobin has a company car, a benefit estimated at €17,681 at 31 December 2021 (€17,741 at 31 December 2020). As in previous financial years, no other compensation of any kind was paid during or awarded in respect of financial year 2021 to Gilles Gobin. Accordingly, the Company has decided not to reproduce the entire table required by the Afep-Medef Code handbook.

As in previous years, no compensation of any kind was paid during or awarded in respect of financial year 2021 to GR Partenaires for its role as Managing Partner of Rubis SCA. Accordingly, the Company has decided not to reproduce the entire table required by the Afep-Medef Code handbook, or to submit a resolution concerning the compensation paid during or awarded in respect of financial year 2021 to GR Partenaires to the 2022 Shareholders’ Meeting.

At its meeting on 8 March 2022, the Compensation and Appointments Committee determined the components of compensation to be paid or awarded in respect of financial year 2021 to the Chairman of the Supervisory Board in accordance with the compensation policy approved by the Shareholders’ Meeting of 10 June 2021. The Committee reported to the Supervisory Board on its work on 10 March 2022. The Supervisory Board confirmed that the components relating to the Chairman of the Supervisory Board complied with the compensation policy approved by the Shareholders’ Meeting of 10 June 2021.

The compensation paid during or awarded in respect of financial year 2021 to Olivier Heckenroth, Chairman of the Supervisory Board, is shown in the table below. This compensation is related to his term of office as a member of the Supervisory Board, his Chairmanship of the Supervisory Board and his participation in its Committees. No other compensation of any kind was paid during or awarded in respect of financial year 2021 to Olivier Heckenroth.

As a reminder, Olivier Heckenroth’s attendance rate at Supervisory Board and Committee meetings was 100% in 2021 (as in 2020 and 2019).

At its meeting on 10 March 2022, the Supervisory Board, upon the favourable opinion of the Compensation and Appointments Committee and in accordance with the remuneration policy approved by the 10 June 2021 Shareholders’ Meeting, allocated the amount to be paid to its members in respect of financial year 2021.

The compensation allocated to the members of the Supervisory Board in respect of financial year 2021 is shown in the table below. For each member, the compensation is linked to his/her corporate term of office and attendance as well as whether he/she chairs a Committee, and his/her Committee membership. No other compensation of any kind was paid during or awarded in respect of financial year 2021 to the members of the Supervisory Board.