5.4 Corporate officer compensation
5.4.1 Principles of the compensation policy applicable to corporate officers
Decision-making process followed for the determination, review and implementation of the compensation policy
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 taking 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 the 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 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. Nevertheless, the components of the compensation policy applicable to the Management Board (other than those relating to statutory 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.
In the event of shareholders not approving a resolution relating to a compensation policy, the compensation policy previously approved by the shareholders continues to apply and a draft resolution presenting a revised compensation policy must be submitted for approval at the next Ordinary 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 this 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, in accordance with its internal regulations, the Company’s 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 this 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 this 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 this 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.
Compensation policy in line with the corporate interest, sales strategy and the sustainability of the Company
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 is 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 notably forms part of the Group’s 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 CSR 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 envelope for the Supervisory Board is measured, compared to 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 to each member’s responsibilities (chairing and/or membership of 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 98.5% support for all resolutions relating to compensation issues at the 9 June 2022 Shareholders’ Meeting).
The compensation policy applicable to the Management Board described below would apply (prorata temporis in the year in which he/she takes office) to any new Managing Partner.
The compensation policy applicable to the Supervisory Board described below would apply (depending on the number of meetings attended) to any new member of the Supervisory Board.
5.4.2 Compensation policy applicable to the Management Board in respect of financial year 2023
The Chairwoman of the Compensation and Appointments Committee presented her report on the compensation policy applicable to the Management Board in respect of financial year 2023, prepared by the General Partners, to the Supervisory Board meeting held on 16 March 2023. The latter 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’s compensation policy for financial year 2023.
The General Partners met after the Supervisory Board meeting of 16 March 2023 to approve the Management Board’s compensation policy for financial year 2023, after having taken note of the Supervisory Board’s favourable opinion and account of the principles and conditions provided for in the by-laws.
In accordance with the changes to Article 54 of the by-laws and in line with the compensation policy applicable to the Management Board in respect of financial year 2022 approved by the 2022 Shareholders’ Meeting, the Management Board’s annual fixed compensation in respect of a given financial year has, since financial year 2022, been equal to the product of its annual fixed compensation paid in respect of the previous financial year and the rate of change over the financial year in question in the Insee index of the hourly wage rates for workers in the electricity, gas, steam and air conditioning production and distribution industry.
As was previously the case, the annual change in this reference index can only 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 2023 will therefore be known, after the end of financial year 2023, in March 2024. Pending this publication in March 2024, as described above, the fixed compensation for financial year 2023 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 paid in respect of financial year 2022 (€2,437,946).
The determination in March 2024 of the final amount of the Management Board’s fixed compensation in respect of financial year 2023 will result in the payment of an adjustment balance.
If the compensation policy for financial year 2023 were to be rejected by the 2023 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 2022.
The Management Board’s annual variable compensation is capped at 50% of the annual fixed compensation. No floor has been defined.
Consequently, the fixed portion and the maximum variable portion represent 67% and 33% of the maximum total annual compensation, respectively.
The Managing Partners’ compensation policy provides that the annual variable compensation is based entirely on annual criteria (consisting of objective indicators to measure their achievement at the end of the financial year in question) aligned with the Company’s strategy.
The recent change in the Company’s strategy, which resulted in particular in the acquisition in April 2022 of the Photosol entities and the creation of a division dedicated to Renewable Electricity Production (Rubis Renouvelables), led the General Partners to review the policy applicable to the annual variable compensation of the Management Board from financial year 2023.
The Rubis Renouvelables division’s business model is based on financial objectives that are assessed over a longer term than those of the Group’s historical activity.
The removal as from the financial year 2023, of the triggering condition makes it possible to assess the achievement rate of performance criteria, financial (for 75%) and non-financial (for 25%), which remain stringent (as demonstrated by the variability of this rate in previous years, i.e., 67.5%, 20% and 45% for the financial years 2022, 2021 and 2020, respectively). These criteria all reflect major challenges for the Group’s development, particularly in terms of CSR.
For the financial year 2023, the financial criteria used reflect the quality of the Company’s management, with sustained TSR and EBITDA performance. The stringency of the earnings per share performance criterion has also been strengthened compared to previous years. Thus, in the absence of a performance higher than 102% of the FactSet consensus, no compensation based on this criterion will be due, contrary to the provisions of the policy applicable in previous financial years.
The weight of non-financial criteria has been increased compared to previous years. The removal, from the financial year 2023, of the criterion based on the quality of the balance sheet (regularly achieved in previous years) makes it possible to reinforce the weight of two of the three non-financial performance criteria previously selected (CO2 emissions and safety at work) which reflect majors challenges for the Group. In addition, the integration of the Rubis Photosol entities into the Group in 2022 results in their inclusion in the criterion based on safety at work for 2023 as well as a specific criterion based on their CSR approach.
The achievement rate of the quantitative and qualitative criteria will be assessed at the end of the financial year 2023 and will be disclosed in the 2023 Universal Registration Document.
The policy does not provide for the possibility of requesting the return of any variable compensation that may have been paid.
| Financial criteria (75%) | Achievement rate | Weighting |
|
Global performance of Rubis share |
Superior to +2 percentage points = 100% |
25% |
|
EBITDA performance |
Superior to +2% = 100% |
25% |
|
Earnings per share (EPS) performance |
Superior to +2% = 100% |
25% |
| Non-financial criteria (25%) | Achievement rate | Weighting |
|
Workplace safety: Frequency rate of occupational accidents with lost time > 1 day (excluding commuting accidents)(3) at Rubis SCA, Rubis Patrimoine, Rubis Énergie and Rubis Photosol in 2023 stable or lower than in 2022; in the event of the death of an employee, the criterion is considered not met |
2023 rate ≤ 2022 rate = 100% |
10% |
|
Climate: CO2 emissions in 2023 (scopes 1 and 2) lower than in 2022 at Rubis Énergie(4) |
2023 ratio < 2022 ratio = 100% |
10% |
| CSR policy: setting of a CSR Roadmap at Rubis Photosol |
CSR Roadmap set = 100% |
5% |
| (1) The relative global performance corresponds to the annual change in share price plus the dividend and detached rights. |
| (2) The Compensation and Appointments Committee refers to the analysts’ consensus published by FactSet. The forward-looking data (or analysts’ consensus) for the current financial year (Y) are the most recent known in the month following the publication of the annual financial statements of year Y-1. Therefore, for the variable compensation in respect of financial year 2023, the analysts’ consensus taken into account is that published during the month following the publication of the 2022 results (on 16 March 2023). |
| (3) Calculation of the rate: number of accidents with lost time in excess of 1 day (excluding commuting accidents) per million hours worked. It should be noted that travel carried out in connection with an employee’s activity during their working hours remains included in the accounting for occupational accidents (employees who travel on business, drivers, etc.). As a reference, for the scope used for 2023, this rate was 4.75 in 2022. |
| (4) Scope 1 corresponds to the direct emissions from our activities and scope 2 corresponds to the indirect emissions from the energy used by our activities. Scope 3 emissions are not included. They consist of all other indirect emissions (suppliers, use of sold finished products, etc.). Calculation of the ratio: volume of scopes 1 and 2 emissions over EBITDA. The volume of Rubis Énergie scopes 1 and 2 CO2 emissions compared to EBITDA makes it possible to assess the carbon intensity of operations. As a reference, this rate was 0.360 in 2022. |
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 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 the 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 agreement.
5.4.3 Supervisory Board compensation policy for financial year 2023
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 Chairmanships 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, in the year of his/her appointment, 50% of the amount of the annual fixed portion and a variable portion calculated according to the number of meetings that he/ she actually attended.
In accordance with the Supervisory Board’s internal regulations, each member must reinvest half of the compensation he/she receives in Rubis securities until he/ she hold at least 250 shares. This does not apply to members who represent a company that is already a shareholder.
The maximum annual compensation envelope for the members of the Supervisory Board is set by shareholders at the Shareholders’ Meeting. In accordance with the 17th resolution adopted by the Shareholders’ Meeting of 10 June 2021, it currently amounts to €240,000. In a separate resolution, the 2023 Shareholders’ Meeting is asked to increase this amount to €300,000.
Subject to the approval by the 2023 Shareholders’ Meeting of this new maximum annual envelope, the compensation policy for its members set by the Supervisory Board on 16 March 2023, on the proposal of the Compensation and Appointments Committee of 15 March 2023, for the financial year 2023, would be the following:
• annual compensation for a member of the Supervisory Board: €17,000 (including a variable portion of 60%);
• annual compensation for a member of the Accounts and Risk Monitoring Committee: €10,000 (including a variable portion of 60%);
• annual compensation for a member of the Compensation and Appointments Committee: €7,000 (including a variable portion of 60%);
If this new maximum annual budget is not approved by the 2023 Shareholders’ Meeting, the current annual envelope will remain in force and the compensation policy adopted by the Shareholders’ Meeting of 9 June 2022 would continue to apply, 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%);
5.4.4 Components of compensation paid during or awarded in respect of financial year 2022 to corporate officers
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 2022 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 awarded 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
In accordance with the provisions of Article L. 22-10-9, I., paragraphs 6 and 7 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 to 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 an expanded scope, allowing the compensation of the Management Board and of the Chairman of the Supervisory Board to be compared to 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, then, from financial year 2020, Rubis Énergie and its exclusively-controlled French subsidiaries, and then, from financial year 2022, Rubis Énergie and Rubis Photosol and their exclusively controlled French subsidiaries).
To be able to provide information on an expanded 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’s compensation policy does not provide for any multi-year variable compensation. Conversely, 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 increase in the average compensation of the Company’s employees and, to a lesser extent, that of the employees of the subsidiaries included in the expanded scope, is explained by the allocation of a higher number of performance shares to employees during financial year 2022 than the allocations of performance shares and stock options made during financial year 2021.
No table concerning GR Partenaires is presented as it does not receive any compensation in respect of its office as Managing Partner.
In addition, the Company believes that net income, Group share and consolidated Group EBITDA reflect the Group’s performance.
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 Group’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.
| Criteria | 2022 | 2021 | 2020 | 2019 | 2018 | |||||
| Consolidated Group EBITDA (in thousands of euros) | 669,494 | 532,297 | 505,587 | 523,996 | 500,349 | |||||
| Change compared to the previous financial year | +25.8% | +5.3% | -3.5% | +4.7% | +0.9% | |||||
| Net income, Group share (in thousands of euros) | 262,896 | 292,569 | 280,333 | 307,227 | 254,070 | |||||
| Change compared to the previous year | -10.1% | +4.4% | -9% | +21% | -4% |
| EQUITY RATIOS - MANAGEMENT BOARD | ||||||||||
| Sorgema and Gilles Gobin (Managing Partners) | 2022 | 2021 | 2020 | 2019 | 2018 | |||||
| Change in the compensation of Sorgema and Gilles Gobin | 0.0% | +0.9% | +1.0% | -31.4% | +5.2% | |||||
| Information on the scope of the listed company | ||||||||||
| Change in the average compensation of employees | +159.5% | -63.1% | +6.6% | +78.3% | +16.4% | |||||
| Ratio compared to average employee compensation | 4.0 | 10.3 | 3.8 | 4.0 | 10.4 | |||||
| Change in the ratio compared to the previous financial year | -61% | +171% | -5% | -62% | -10% | |||||
| Change in the median compensation of employees | +13.2% | +5.4% | -26.4% | +43.5% | +23.1% | |||||
| Ratio compared to median employee compensation | 12.3 | 14.0 | 14.6 | 10.6 | 22.3 | |||||
| Change in the ratio compared to the previous financial year | -12% | -4% | +38% | -52% | -14% | |||||
| Additional information on the expanded scope | ||||||||||
| Change in the average compensation of employees | +42.7% | -17.9% | +13.0% | +15.5% | -2.7% | |||||
| Ratio compared to average employee compensation | 16.0 | 22.9 | 18.6 | 20.8 | 35.1 | |||||
| Change in the ratio compared to the previous financial year | -30% | +23% | -10% | -41% | +9% | |||||
| Change in the median compensation of employees | +8.6% | -6.8% | +16.0% | +1.7% | +0.2% | |||||
| Ratio compared to median employee compensation | 24.3 | 26.4 | 24.4 | 28.0 | 41.5 | |||||
| Change in the ratio compared to the previous financial year | -8% | +8% | -13% | -33% | +5% |
| Agena (Managing Partner) and its Chairman (Jacques Riou) | 2022 | 2021 | 2020 | 2019 | 2018 | |||||
| Change in the compensation of Agena and its Chairman (Jacques Riou) | +4.2% | +3.2% | -1.1% | -24.1% | +4.2% | |||||
| Information on the scope of the listed company | ||||||||||
| Change in the average compensation of employees | +159.5% | -63.1% | +6.6% | +78.3% | +16.4% | |||||
| Ratio compared to average employee compensation | 2.5 | 6.3 | 2.3 | 2.4 | 5.7 | |||||
| Change in the ratio compared to the previous financial year | -60% | +174% | -4% | -58% | -10% | |||||
| Change in the median compensation of employees | +13.2% | +5.4% | -26.4% | +43.5% | +23.1% | |||||
| Ratio compared to median employee compensation | 7.9 | 8.6 | 8.7 | 6.5 | 12.3 | |||||
| Change in the ratio compared to the previous financial year | +8% | -1% | +34% | -47% | -15% | |||||
| Additional information on the expanded scope | ||||||||||
| Change in the average compensation of employees | +42.7% | -17.9% | +13.0% | +15.5% | -2.7% | |||||
| Ratio compared to average employee compensation | 10.2 | 14.0 | 11.2 | 12.7 | 19.4 | |||||
| Change in the ratio compared to the previous financial year | -27% | +25% | -12% | -35% | +7% | |||||
| Change in the median compensation of employees | +8.6% | -6.8% | +16.0% | +1.7% | +0.2% | |||||
| Ratio compared to median employee compensation | 15.5 | 16.2 | 14.6 | 17.1 | 23.0 | |||||
| Change in the ratio compared to the previous financial year | +4% | +11% | -15% | -26% | +4% |
| 2022 | 2021 | 2020 | 2019 | 2018 | ||||||
| Change in the compensation of the Chairman of the Supervisory Board (Olivier Heckenroth) | 0.0% | +16.9% | 0.0% | +27.2% | +12.4% | |||||
| Information on the scope of the listed company | ||||||||||
| Change in the average compensation of employees | +159.5% | -63.1% | +6.6% | +78.3% | +16.4% | |||||
| Ratio compared to average employee compensation | 0.1 | 0.3 | 0.1 | 0.1 | 0.1 | |||||
| Change in the ratio compared to the previous financial year | -67% | +200% | 0% | 0% | 0% | |||||
| Change in the median compensation of employees | +13.2% | +54% | -26.4% | +43.5% | +23.1% | |||||
| Ratio compared to median employee compensation | 0.3 | 0.4 | 0.3 | 0.2 | 0.3 | |||||
| Change in the ratio compared to the previous financial year | -25% | +33% | +50% | -33% | 0% | |||||
| Additional information on the expanded scope | ||||||||||
| Change in the average compensation of employees | +42.7% | -17.9% | +13.0% | +15.5% | -2.7% | |||||
| Ratio compared to average employee compensation | 0.4 | 0.6 | 0.4 | 0.5 | 0.4 | |||||
| Change in the ratio compared to the previous financial year | -33% | +50% | -20% | +25% | 0% | |||||
| Change in the median compensation of employees | +8.6% | -6.8% | +16.0% | +1.7% | +0.2% | |||||
| Ratio compared to median employee compensation | 0.6 | 0.7 | 0.6 | 0.6 | 0.5 | |||||
| Change in the ratio compared to the previous financial year | -14% | +17% | 0% | +20% | 0% |
At its meeting of 15 March 2023, the Compensation and Appointments Committee determined the components of compensation to be paid or awarded in respect of financial year 2022 to the Management Board in accordance with the compensation policy approved by the Shareholders’ Meeting of 9 June 2022 and the rules set in the by-laws, and provided a report on its work to the Supervisory Board meeting of 16 March 2023. The Supervisory Board confirmed that these components comply with the Management Board’s compensation policy approved by the Shareholders’ Meeting of 9 June 2022.
To assess the achievement rate of the criteria attached to the annual variable compensation, the Compensation and Appointments Committee meeting of 15 March 2023 was able to benefit from the report provided by one of its members on the meeting of the Accounts and Risk Monitoring Committee held on 14 March 2023, which he chairs. The documents made available to the Accounts and Risk Monitoring Committee (including the 2022 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 criteria.
As the reference index for the fourth quarter of financial year 2022 was only published at the end of March 2023, the fixed compensation in respect of financial year 2022 was provisionally set by the Supervisory Board at the final amount paid in respect of financial year 2021, i.e., €2,391,465 (compared to €2,375,196 and €2,349,204 in respect of financial years 2020 and 2019, respectively). Following the publication of the index at the end of March 2023, this provisional compensation was automatically readjusted by the rate of change during the financial year 2022 of the Insee index of hourly wage rates for workers in the electricity, gas, steam and air conditioning production and distribution industry (rate of 1.0194).
The amount of the final fixed compensation awarded to the Management Board in respect of financial year 2022 was therefore set at €2,437,946 and immediately disclosed 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 2023.
At its meeting of 16 March 2023, the Supervisory Board noted that the net income, Group share for 2022 had not increased by at least 5% compared to 2021. As a result, since the triggering condition was not met (as was the case in respect of financial year 2021), the Supervisory Board concluded that no variable compensation was due in respect of financial year 2022.
In order to maintain a high disclosure and to monitor 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 2022. Thus, it was established that the overall achievement rate of the quantitative and qualitative criteria reached 67.5% in respect of financial year 2022 (compared to 20% and 45% in respect of financial years 2021 and 2020, respectively). As in respect of financial years 2021 and 2020, no compensation was however paid since the triggering condition was not met.
ACHIEVEMENT RATE OF THE TRIGGERING CONDITION AND CRITERIA ATTACHED TO THE MANAGEMENT BOARD’S ANNUAL VARIABLE COMPENSATION IN RESPECT OF FINANCIAL YEAR 2022
Triggering condition for annual variable compensation: increase in net income, Group share in 2022 compared to 2021 ≥ 5%
| Objectives | 2022 | 2021 | Change | Achievement/ non-achievement |
| If net income,
Group share in 2022 < 105% of
net income, Group share in 2021 → No trigger |
€262,896k | €292,569k | -10.14% | Condition not
met →No trigger →No annual variable compensation due |
| If net income, Group share
in 2022 ≥ 105% of net income, Group
share in 2021 →Trigger |
| Performance criteria | ||||||
| Quantitative criteria (75%) |
Weigh- ting |
Objectives |
2022 Rubis perfor- mance |
2022 reference perfor- mance |
2022 achieve- ment rate |
2022 amount due |
|
Global performance of Rubis share compared to its reference index (SBF 120)(1) |
25% |
• Superior to +2 percentage points = 100% • Between -2 percentage points and +2 percentage points = 50% • Inferior to -2 percentage points = 0% |
-2.69% | -8.53% | 100% | Not applicable as triggering condition not met |
|
EBITDA performance compared to the analysts’ consensus(2) |
25% |
• Superior to +2% = 100% • Between -2% and +2% = 50% • Lower than -2% = 0% |
€669m | €563.9m | 100% | |
| Earnings per share (EPS)
FONT STYLE="color: #00002B">performance compared to the analysts’ consensus(2) |
25% | • Superior to +2% = 100% • Between -2% and +2% = 50% • Lower than -2% = 0% |
€2.55 | €2.84 | 0% |
| Qualitative criteria (25%) | Weigh- ting |
Objectives | 2022 Rubis performance |
2022 achieve- ment rate |
2022 amount due |
| Balance
sheet quality: ratio of net financial debt to EBITDA |
5% | Ratio ≤ 2 = 100% 2 < Ratio ≤ 3 = 50% Ratio > 3 = 0% |
2 | 100% | |
| Workplace safety: frequency rate of occupational accidents with lost time > 1 day (excluding commuting accidents) per million hours worked in 2022 at Rubis SCA, Rubis Patrimoine and Rubis Énergie ≤ 2021 rate and no employee fatalities | 7.5% | 2022 rate ≤ 2021 rate = 100% 2022 rate > 2021 rate or employee fatalities = 0% |
2022 rate (4.7) > 2021 rate (3.4)(3) and absence of employee fatalities |
0% | Not applicable as triggering condition not met |
| Climate: CO2 emissionsin 2022 (scopes 1 and 2)lower than in 2021at Rubis Énergie(4) | 7.5% | 2022 ratio < 2021 ratio = 100% 2022 ratio = 2021 ratio = 50% 2022 ratio > 2021 ratio = 0% |
2022 emission volumes (0.360) < 2021 emission volumes (0.375)(5) |
100% | |
| CSR Policy:
Definition of an internal carbon price at Rubis Énergie |
5% | Definition = 100% No definition = 0% |
Internal carbon price set at Rubis Énergie | 100% | |
| Overall achievement rate of performance criteria | 67.5% | ||||
| VARIABLE COMPENSATION OF THE THE MANAGEMENT BOARD IN RESPECT OF FINANCIAL YEAR 2022 | €0 | ||||
| (1) The relative global performance corresponds to the annual change in share price plus the dividend and detached rights. |
| (2) The Compensation and Appointments Committee refers to the analysts’ consensus published by FactSet. For the current financial year (Y), this is the consensus known in the month following the publication of the annual financial statements for year Y-1. Therefore, for the variable compensation for the financial year 2022, the analysts’ consensus taken into account is that published during the month following the publication of the 2021 results (on 10 March 2022). |
| (3) The rate of 3.55 communicated as a reference in the 2021 Universal Registration Document was a provisional rate. |
| (4) Scope 1 corresponds to the direct emissions from our activities and scope 2 corresponds to the indirect emissions from the energy used by our activities. Scope 3 emissions are not included. They consist of all other indirect emissions (suppliers, use of sold finished products, etc.). Calculation of the ratio: volume of scope 1 and 2 emissions over EBITDA. |
| (5) The rate of 0.39 communicated as a reference in the 2021 Universal Registration Document was a provisional rate. |
As of 31 December 2022, the benefit in kind related to Gilles Gobin’s company car was valued at €13,679.
Compensation paid during or awarded in respect of financial year 2022 to Sorgema (of which Gilles Gobin is Manager)
| Components of compensation paid during or awarded in respect of the financial year ended |
Amounts
awarded in respect of financial year 2022 |
Amounts paid during financial year 2022 |
Presentation | |||
| Fixed compensation | €1,706,562 | €1,685,413 | Following the publication of the Insee
index for financial year 2022 at the end of March 2023, the Management Board’s total fixed compensation was set by the
Supervisory Board at €2,437,946 for the period, reflecting an increase of 1.94% compared to financial year 2021 (€2,391,465).
The difference between the amount awarded in respect of financial year 2022 and that paid during the same financial year is
due to the adjustment of the fixed compensation in respect of financial year 2021 that was carried out following the publication
at the end of March 2022 of the Insee reference index for financial year 2021, which resulted in a payment during financial
year 2022. This lag, which is specifically caused by the publication of the Insee index for year Y in March of year Y+1, will
occur every year. Sorgema received 70% of this total fixed compensation. For more information, please refer to the above section on Determination of fixed compensation in respect of financial year 2022. | |||
| Annual variable compensation | €0 | €0 | Capped at 50% of the annual fixed compensation
and fully subject to performance criteria. The triggering condition was not met because the change in 2022 net income, Group share (€262,896k) compared to 2021 net income, Group share (€292,569k) < 105%. Therefore, no annual variable compensation is due in respect of financial year 2022. For more information, please refer to the above table presenting the achievement level of the triggering condition and the performance criteria attached to the Management Board’s annual variable compensation in respect of financial year 2022. | |||
| Multi-year variable compensation | Not applicable | Not applicable | The policy does not provide for multi-year variable compensation. | |||
| Exceptional compensation | Not applicable | Not applicable | The policy does not provide for exceptional compensation. | |||
| Stock options, performance shares or any other long-term compensation | Not applicable | Not applicable | The policy does not provide for the allocation of stock options, performance shares or any other long-term compensation. | |||
| Benefits in kind | €0 | €0 | No benefits in kind were awarded. | |||
| Compensation, allowances or benefits related to taking on a corporate office | Not applicable | Not applicable | The policy does not provide for compensation, allowances or benefits related to taking on a corporate office. | |||
| Severance payments | Not applicable | Not applicable | The policy does not provide for severance payments. | |||
| Consideration for a non-compete agreement | Not applicable | Not applicable | The policy does not include a non-compete agreement. | |||
| Supplementary pension schemes | Not applicable | Not applicable | The policy does not provide for a supplementary pension scheme. |
Gilles Gobin has a company car, a benefit estimated at €13,679 as of 31 December 2022 (€17,681 as of 31 December 2021). As in previous financial years, no other compensation of any kind was paid during or awarded to him in respect of financial year 2022. Accordingly, the Company has decided not to reproduce the entire table required by the Afep-Medef Code handbook.
Compensation paid during or awarded in respect of financial year 2022 to Agena (of which Jacques Riou is Chairman)
| Components of compensation paid during or awarded in respect of the financial year ended |
Amounts awarded in respect of financial year 2022 |
Amounts paid during financial year 2022 |
Presentation | |||
| Fixed compensation | €731,384 | €722,320 | Following the publication of the Insee index for financial year 2022 at the end of March 2023, the Management Board’s total fixed compensation was set by the Supervisory board at €2,437,946 for the period, reflecting an increase of 1.94% compared to financial year 2021 (€2,391,465). The difference between the amount awarded in respect of financial year 2022 and that paid during the same financial year is due to the adjustment of the fixed compensation in respect of financial year 2021 that was carried out following the publication at the end of March 2022 of the Insee reference index for financial year 2021, which resulted in a payment during financial year 2022. This lag, which is specifically caused by the publication of the Insee index for year Y in March of year Y+1, will occur every year. Agena received 30% of this total
fixed compensation. | |||
| Annual variable compensation | €0 | €0 | Capped at 50% of the annual
fixed compensation and fully subject to performance criteria. For more information, please refer to the above table presenting the achievement level of the triggering condition and the performance criteria attached to the Management Board’s annual variable compensation in respect of financial year 2022. | |||
| Multi-year variable compensation | Not applicable | Not applicable | The policy does not provide for multi-year variable compensation. | |||
| Exceptional compensation | Not applicable | Not applicable | The policy does not provide for exceptional compensation. | |||
| Stock options, performance shares or any other long-term compensation | Not applicable | Not applicable | The policy does not provide for the allocation of stock options,performance shares or any other long-term compensation. | |||
| Benefits in kind | €0 | €0 | No benefits in kind were awarded. | |||
| Compensation or benefits paid or awarded by companies included in the scope of consolidation | €361,647 | €361,647 | Compensation or benefits paid or awarded in a personal capacity to Jacques Riou (Chairman of Agena), by companies included in the scope of consolidation for the offices he held in them in 2022 (Chairman of Rubis Énergie SAS and Managing Partner of Rubis Patrimoine SARL). | |||
| Compensation, allowances or benefits related to taking on a corporate office | Not applicable | Not applicable | The policy does not provide for compensation, allowances or benefits related to taking on a corporate office. | |||
| Severance payments | Not applicable | Not applicable | The policy does not provide for severance payments. | |||
| Consideration for a non-compete-undertaking | Not applicable | Not applicable | The policy does not include a non-compete agreement. | |||
| Supplementary pension schemes | Not applicable | Not applicable | The policy does not provide for a supplementary pension scheme. |
As in previous years, no compensation of any kind was paid during or awarded in respect of financial year 2022 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 2022 to GR Partenaires to the 2023 Shareholders’ Meeting.
COMPENSATION PAID DURING OR AWARDED IN RESPECT OF FINANCIAL YEAR 2022 TO THE CHAIRMAN OF THE SUPERVISORY BOARD
At its meeting of 15 March 2023, the Compensation and Appointments Committee determined the components of compensation to be paid or awarded in respect of financial year 2022 to the Chairman of the Supervisory Board in accordance with the compensation policy approved by the Shareholders’ Meeting of 9 June 2022. The Committee reported to the Supervisory Board on its work on 16 March 2023. 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 9 June 2022.
The compensation paid during or awarded in respect of financial year 2022 to Olivier Heckenroth, Chairman of the Supervisory Board, is presented in the table below. This compensation is related to his term of office as 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 2022 to Olivier Heckenroth.
As a reminder, Olivier Heckenroth’s attendance rate at Supervisory Board and Committee meetings was 100% in 2022 (as in 2021 and 2020).
| Amounts
awarded in respect of financial year 2022 (in euros) | Amounts
paid during financial year 2022 (in euros) | |||
| Olivier Heckenroth | ||||
| Chairman of the Supervisory Board | ||||
| • portion as Chairmanship of the Supervisory Board | 18,000 | 18,000 | ||
| • fixed portion (40%) | 4,800 | 4,800 | ||
| • variable portion based on attendance (60%) | 7,200 | 7,200 | ||
| Member of the Accounts and Risk Monitoring Committee | ||||
| • fixed portion (40%) | 3,600 | 3,600 | ||
| • variable portion based on attendance (60%) | 5,400 | 5,400 | ||
| Member of the Compensation and Appointments Committee | ||||
| • fixed portion (40%) | 2,400 | 2,400 | ||
| • variable portion based on attendance (60%) | 3,600 | 3,600 | ||
| TOTAL | 45,000 | 45,000 |
COMPENSATION PAID DURING OR AWARDED IN RESPECT OF FINANCIAL YEAR 2022 TO THE SUPERVISORY BOARD MEMBERS
At its meeting of 16 March 2023, the Supervisory Board, upon the favourable opinion of the Compensation and Appointments Committee and in accordance with the remuneration policy approved by the 9 June 2022 Shareholders’ Meeting, awarded the amount to be paid to its members in respect of financial year 2022.
The compensation awarded to the members of the Supervisory Board in respect of financial year 2022 is shown in the table below. For each member, the compensation is linked to his/her corporate 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 2022 to the members of the Supervisory Board.
TABLE 3 (AFEP-MEDEF CODE AND AMF NOMENCLATURE) – TABLE OF COMPENSATION PAID TO NON-EXECUTIVE CORPORATE OFFICERS
| Financial year 2022 | Financial year 2021 | |||||||
| Amounts
awarded in respect of the financial year (in euros) | Amounts
paid during the financial year (in euros) | Amounts awarded in respect of the financial year (in euros) | Amounts paid during the financial year (in euros)(1) | |||||
| Olivier Heckenroth Chairman of the Supervisory Board |
||||||||
| • portion as Chairmanship of the Supervisory Board | 18,000 | 18,000 | 18,000 | 0 | ||||
| • fixed portion (40%) | 4,800 | 4,800 | 4,800 | 0 | ||||
| • variable portion based on attendance (60%) | 7,200 | 7,200 | 7,200 | 0 | ||||
| Member of the Accounts and Risk Monitoring Committee | ||||||||
| • fixed portion (40%) | 3,600 | 3,600 | 3,600 | 0 | ||||
| • variable portion based on attendance (60%) | 5,400 | 5,400 | 5,400 | 0 | ||||
| Member of the Compensation and Appointments Committee | ||||||||
| • fixed portion (40%) | 2,400 | 2,400 | 2,400 | 0 | ||||
| • variable portion based on attendance (60%) | 3,600 | 3,600 | 3,600 | 0 | ||||
| Hervé Claquin(2) Member of the Supervisory Board |
||||||||
| • fixed portion (40%) | 4,800 | 4,800 | 4,800 | 0 | ||||
| • variable portion based on attendance (60%) | 7,200 | 7,200 | 7,200 | 0 | ||||
| Member of the Accounts and Risk Monitoring Committee | ||||||||
| • fixed portion (40%) | - | 1,800 | 1,800 | 0 | ||||
| • variable portion based on attendance (60%) | - | 2,700 | 2,700 | 0 | ||||
| Nils Christian Bergene(3) Member of the Supervisory Board |
||||||||
| • fixed portion (40%) | 4,800 | 2,400 | 2,400 | 0 | ||||
| • variable portion based on attendance (60%) | 7,200 | 3,600 | 3,600 | 0 | ||||
| Chairman of the Accounts and Risk Monitoring Committee | ||||||||
| • Chairman of the Accounts and Risk Monitoring Committee | 3,000 | 0 | - | - | ||||
| • fixed portion (40%) | 3,600 | 1,800 | 1,800 | 0 | ||||
| • variable portion based on attendance (60%) | 5,400 | 2,700 | 2,700 | 0 | ||||
| Member of the Compensation and Appointments Committee | ||||||||
| • fixed portion (40%) | 1,200 | 0 | - | - | ||||
| • variable portion based on attendance (60%) | 1,800 | 0 | - | - | ||||
| Marie-Hélène Dessailly(4) Member of the Supervisory Board |
||||||||
| • fixed portion (40%) | 2,400 | 4,800 | 4,800 | 0 | ||||
| • variable portion based on attendance (60%) | 2,400 | 7,200 | 7,200 | 0 | ||||
| Member of the Accounts and Risk Monitoring Committee | ||||||||
| • fixed portion (40%) | 1,800 | 3,600 | 3,600 | 0 | ||||
| • variable portion based on attendance (60%) | 3,600 | 5,400 | 5,400 | 0 | ||||
| Carole Fiquemont(5) Member of the Supervisory Board |
||||||||
| • fixed portion (40%) | 4,800 | 4,800 | 4,800 | 0 | ||||
| • variable portion based on attendance (60%) | 7,200 | 7,200 | 7,200 | 0 | ||||
| Member of the Accounts and Risk Monitoring Committee | ||||||||
| • fixed portion (40%) | 1,800 | 0 | - | - | ||||
| • variable portion based on attendance (60%) | 1,800 | 0 | - | - | ||||
| Aurélie Goulart-Lechevalier(6) Member of the Supervisory Board |
||||||||
| • fixed portion (40%) | 2,400 | 4,800 | 4,800 | 0 | ||||
| • variable portion based on attendance (60%) | 2,400 | 7,200 | 7,200 | 0 | ||||
| Laure Grimonpret-Tahon(7) Member of the Supervisory Board |
||||||||
| • fixed portion (40%) | 4,800 | 4,800 | 4,800 | 0 | ||||
| • variable portion based on attendance (60%) | 7,200 | 7,200 | 7,200 | 0 | ||||
| Chairwoman of the Compensation and Appointments Committee | ||||||||
| • portion as Chairmanship of the Compensation and Appointments Committee | 2,250 | 0 | - | - | ||||
| • fixed portion (40%) | 2,400 | 2,400 | 2,400 | 0 | ||||
| • variable portion based on attendance (60%) | 3,600 | 3,600 | 3,600 | 0 | ||||
| Marc-Olivier Laurent(8) Member of the Supervisory Board |
||||||||
| • fixed portion (40%) | 4,800 | 4,800 | 4,800 | 0 | ||||
| • variable portion based on attendance (60%) | 4,800 | 7,200 | 7,200 | 300 | ||||
| Member of the Accounts and Risk Monitoring Committee | ||||||||
| • fixed portion (40%) | 1,800 | 3,600 | 3,600 | 0 | ||||
| • variable portion based on attendance (60%) | 3,600 | 5,400 | 5,400 | 0 | ||||
| Cécile Maisonneuve(9) Member of the Supervisory Board |
||||||||
| • fixed portion (40%) | 2,400 | 0 | - | - | ||||
| • variable portion based on attendance (60%) | 4,800 | 0 | - | - | ||||
| Chantal Mazzacurati(10) Member of the Supervisory Board |
||||||||
| • fixed portion (40%) | 4,800 | 4,800 | 4,800 | 0 | ||||
| • variable portion based on attendance (60%) | 7,200 | 6,200 | 5,200 | 0 | ||||
| Chairwoman of the Accounts and Risk Monitoring Committee | ||||||||
| • Chairmanship of the Accounts and Risk Monitoring Committee | 6,000 | 9,000 | 9,000 | 0 | ||||
| • fixed portion (40%) | 3,600 | 3,600 | 3,600 | 0 | ||||
| • variable portion based on attendance (60%) | 5,400 | 5,400 | 5,400 | 0 | ||||
| Chairwoman of the Compensation and Appointments Committee | ||||||||
| • Chairmanship of the Compensation and Appointments Committee | 2,250 | 4,500 | 4,500 | 0 | ||||
| • fixed portion (40%) | 1,200 | 2,400 | 2,400 | 0 | ||||
| • variable portion based on attendance (60%) | 1,800 | 3,600 | 3,600 | 0 | ||||
| Erik Pointillart Member of the Supervisory Board |
||||||||
| • fixed portion (40%) | 4,800 | 4,800 | 4,800 | 0 | ||||
| • variable portion based on attendance (60%) | 7,200 | 7,200 | 7,200 | 0 | ||||
| Member of the Compensation and Appointments Committee | ||||||||
| • fixed portion (40%) | 2,400 | 2,400 | 2,400 | 0 | ||||
| • variable portion based on attendance (60%) | 3,600 | 3,600 | 3,600 | 0 | ||||
| Alberto Pedrosa(5)(9) Member of the Supervisory Board |
||||||||
| • fixed portion (40%) | 2,400 | 0 | - | - | ||||
| • variable portion based on attendance (60%) | 4,800 | 0 | - | - | ||||
| Member of the Accounts and Risk Monitoring Committee | ||||||||
| • fixed portion (40%) | 1,800 | 0 | - | - | ||||
| • variable portion based on attendance (60%) | 1,800 | 0 | - | - | ||||
| Carine Vinardi(9) Member of the Supervisory Board |
||||||||
| • fixed portion (40%) | 2,400 | 0 | - | - | ||||
| • variable portion based on attendance (60%) | 4,800 | 0 | - | - | ||||
| TOTAL AMOUNT | 225,300 | 214,500 | 214,500 | 300 |
| (1) No amount was paid in financial year 2021 (with the exception of a balancing payment made to Marc-Olivier Laurent in March 2021), as, from that financial year, the amounts awarded in respect of a financial year are paid in the following financial year. |
| (2) Member of the Accounts and Risk Monitoring Committee until the 10 June 2021 Shareholders’ Meeting, 50% of the compensation related to this appointment was paid in 2022 in respect of financial year 2021. |
| (3) Appointed as member of the Supervisory Board by the 10 June 2021 Shareholders’ Meeting, 50% of the compensation related to this appointment was paid in 2022 in respect of financial year 2021. Member of the Accounts and Risk Monitoring Committee from the 10 June 2021 Shareholders’ Meeting, 50% of the compensation related to this appointment was paid in 2022 in respect of financial year 2021. Chair of the Accounts and Risk Monitoring Committee from the 9 June 2022 Shareholders’ Meeting, 1/3 of the compensation related to this Chairmanship was awarded in respect of financial year 2022. Member of the Compensation and Appointments Committee from the 9 June 2022 Shareholders’ Meeting, 50% of the compensation related to this appointment was awarded to him in respect of financial year 2022. |
| (4) Member of the Supervisory Board until the 9 June 2022 Shareholders’ Meeting, 50% of the fixed compensation and 1/3 of the amount of the variable compensation related to this office were awarded in respect of financial year 2022. Member of the Accounts and Risk Monitoring Committee until the 9 June 2022 Shareholders’ Meeting, 50% of the amount of the fixed compensation and 2/3 of the amount of the variable compensation related to this office were awarded in respect of financial year 2022. |
| (5) Member of the Accounts and Risk Monitoring Committee from the 9 June 2022 Shareholders’ Meeting, 50% of the amount of the fixed compensation and 1/3 of the amount of the variable compensation related to this office were awarded in respect of financial year 2022. |
| (6) Member of the Supervisory Board until the 9 June 2022 Shareholders’ Meeting, 50% of the fixed compensation and 1/3 of the amount of the variable compensation related to this office were awarded in respect of financial year 2022. |
| (7) Chairwoman of the Compensation and Appointments Committee from the 9 June 2022 Shareholders’ Meeting, 50% of the amount of the compensation related to this Chairmanship was awarded in respect of financial year 2022. |
| (8) Absent from one of the meetings of the Supervisory Board held in 2022. Member of the Accounts and Risk Monitoring Committee until the 9 June 2022 Shareholders’ Meeting, 50% of the amount of the fixed compensation and 2/3 of the amount of the variable compensation related to this office were awarded in respect of financial year 2022. |
| (9) Appointed as member of the Supervisory Board by the 9 June 2022 Shareholders’ Meeting, 50% of the amount of the fixed compensation and 2/3 of the variable compensation related to this office were awarded in respect of financial year 2022. |
| (10) Chairwoman of the Accounts and Risk Monitoring Committee until the 9 June 2022 Shareholders’ Meeting, 2/3 of the amount of the compensation related to this Chairmanship was awarded in respect of financial year 2022. Member and Chairwoman of the Compensation and Appointments Committee until the 9 June 2022 Shareholders’ Meeting, 50% of the amount of the compensation related to this appointment and to this Chairmanship were awarded in respect of financial year 2022. |
The Managing Partners of the Company are Gilles Gobin, Sorgema (of which Gilles Gobin is Manager), Agena (of which Jacques Riou is Chairman) and GR Partenaires. GR Partenaires does not receive any compensation or benefits of any kind in its capacity as Managing Partner. Consequently, no table will be presented concerning GR Partenaires.
TABLE 1 (AFEP-MEDEF CODE AND AMF NOMENCLATURE) – SUMMARY TABLE OF COMPENSATION AND OPTIONS AND SHARES GRANTED TO EACH MANAGING PARTNER
| Gilles Gobin, Managing Partner | Financial year 2022 (in euros) | Financial year 2021 (in euros) | ||
| Compensation awarded in respect of the financial year (see table 2) | 13,679 | 17,681 | ||
| Valuation of options awarded during the financial year | NA | NA | ||
| Valuation of performance shares awarded during the financial year | NA | NA | ||
| Valuation of other long-term compensation plans | NA | NA | ||
| TOTAL | 13,679 | 17,681 |
TABLE 2 (AFEP-MEDEF CODE AND AMF NOMENCLATURE) – SUMMARY TABLE OF THE COMPENSATION OF EACH MANAGING PARTNER
| Financial year 2022 | Financial year 2021 | |||||||
| Gilles Gobin, Managing Partner | Amounts awarded (in euros) | Amounts paid (in euros) | Amounts awarded (in euros) | Amounts paid (in euros) | ||||
| Fixed compensation | 0 | 0 | 0 | 0 | ||||
| Annual variable compensation | 0 | 0 | 0 | 0 | ||||
| Exceptional compensation | NA | NA | NA | NA | ||||
| Compensation awarded in respect of the office of Supervisory Board member | NA | NA | NA | NA | ||||
| Benefits in kind (car) | 13,679 | 13,679 | 17,681 | 17,681 | ||||
| TOTAL | 13,679 | 13,679 | 17,681 | 17,681 | ||||
Gilles Gobin does not benefit from any stock option plans, performance or preferred share plans or multi-year variable compensation. In addition, Gilles Gobin does not benefit from an employment contract, supplementary pension scheme, severance payment or compensation for a non-compete agreement.
TABLE 1 (AFEP-MEDEF CODE AND AMF NOMENCLATURE) – SUMMARY TABLE OF COMPENSATION AND OPTIONS AND SHARES GRANTED TO EACH MANAGING PARTNER
| Sorgema, Managing Partner | Financial year 2022 (in euros) | Financial year 2021 (in euros) | ||
| Compensation awarded in respect of the financial year (see table 2) | 1,706,562 | 1,674,025 | ||
| Valuation of options awarded during the financial year | NA | NA | ||
| Valuation of performance shares awarded during the financial year | NA | NA | ||
| Valuation of other long-term compensation plans | NA | NA | ||
| TOTAL | 1,706,562 | 1,674,025 |
TABLE 2 (AFEP-MEDEF CODE AND AMF NOMENCLATURE) – SUMMARY TABLE OF THE COMPENSATION OF EACH MANAGING PARTNER
| Financial year 2022 | Financial year 2021 | |||||||
| Sorgema, Managing Partner | Amounts awarded (in euros) | Amounts paid (in euros) | Amounts awarded (in euros) | Amounts paid (in euros) | ||||
| Fixed compensation* | 1,706,562 | 1,685,413 | 1,674,025 | 1,680,832 | ||||
| Annual variable compensation | 0 | 0 | 0 | 0 | ||||
| Exceptional compensation | NA | NA | NA | NA | ||||
| Compensation awarded in respect of the office of Supervisory Board member | NA | NA | NA | NA | ||||
| Benefits in kind | NA | NA | NA | NA | ||||
| TOTAL | 1,706,562 | 1,685,413 | 1,674,025 | 1,680,832 | ||||
| * The difference between the amounts of fixed compensation awarded in respect of year Y and those paid during year Y is explained by the fact that the fixed compensation awarded in respect of Y is definitively known in March of Y+1 (i.e., on the date Insee publishes its indexes for the fourth quarter of year Y), which consequently and automatically results in an adjustment in Y+1. |
TABLE 1 (AFEP-MEDEF CODE AND AMF NOMENCLATURE) – SUMMARY TABLE OF COMPENSATION AND OPTIONS AND SHARES GRANTED TO EACH MANAGING PARTNER
| Agena, Managing Partner | Financial year 2022 (in euros) | Financial year 2021 (in euros) | ||
| Compensation awarded in respect of the financial year (see table 2) | 731,384 | 717,439 | ||
| Valuation of options awarded during the financial year | NA | NA | ||
| Valuation of performance shares awarded during the financial year | NA | NA | ||
| Valuation of other long-term compensation plans | NA | NA | ||
| TOTAL | 731,384 | 717,439 |
TABLE 2 (AFEP-MEDEF CODE AND AMF NOMENCLATURE) – SUMMARY TABLE OF THE COMPENSATION OF EACH MANAGING PARTNER
| Financial year 2022 | Financial year 2021 | |||||||
| Agena, Managing Partner | Amounts awarded (in euros) | Amounts paid (in euros) | Amounts awarded (in euros) | Amounts paid (in euros) | ||||
| Fixed compensation* | 731,384 | 722,320 | 717,439 | 720,357 | ||||
| Annual variable compensation | 0 | 0 | 0 | 0 | ||||
| Exceptional compensation | NA | NA | NA | NA | ||||
| Compensation awarded in respect of the office of Supervisory Board member | NA | NA | NA | NA | ||||
| Benefits in kind | NA | NA | NA | NA | ||||
| TOTAL | 731,384 | 722,320 | 717,439 | 720,357 | ||||
| * The difference between the amounts of fixed compensation awarded in respect of year Y and those paid during year Y is explained by the fact that the fixed compensation awarded in respect of Y is definitively known in March of Y+1 (i.e., on the date Insee publishes its indexes for the fourth quarter of year Y), which consequently and automatically results in an adjustment in Y+1. |
TABLE 1 (AFEP-MEDEF CODE AND AMF NOMENCLATURE) – SUMMARY TABLE OF COMPENSATION AND OPTIONS AND SHARES GRANTED TO EACH MANAGING PARTNER
| Jacques Riou (in respect of his offices in Group subsidiaries*) | Financial year 2022 (in euros) | Financial year 2021 (in euros) | ||
| Compensation awarded in respect of the financial year (see table 2) | 361,647 | 320,122 | ||
| Valuation of options awarded during the financial year | NA | NA | ||
| Valuation of performance shares awarded during the financial year | NA | NA | ||
| Valuation of other long-term compensation plans | NA | NA | ||
| TOTAL | 361,647 | 320,122 |
TABLE 2 (AFEP-MEDEF CODE AND AMF NOMENCLATURE) – SUMMARY TABLE OF THE COMPENSATION OF EACH MANAGING PARTNER
| Financial year 2022 | Financial year 2021 | |||||||
| Jacques Riou (in respect of his offices in Group subsidiaries(1)) | Amounts awarded (in euros) | Amounts paid (in euros) | Amounts awarded (in euros) | Amounts paid (in euros) | ||||
| Fixed compensation | 330,051 | 330,051 | 314,855 | 314,855 | ||||
| Annual variable compensation | NA | NA | NA | NA | ||||
| Exceptional compensation | NA | NA | NA | NA | ||||
| Compensation awarded in respect of the office of Supervisory Board member | NA | NA | NA | NA | ||||
| Benefits in kind (car) | 31,596(2) | 31,596(2) | 5,267 | 5,267 | ||||
| TOTAL | 361,647 | 361,647 | 320,122 | 320,122 | ||||
| (1) Chairman of Rubis Énergie SAS and Manager of Rubis Patrimoine SARL. |
| (2) New vehicle leased in 2022. |
Jacques Riou (Chairman of Agena) does not benefit from any stock option plans, performance or preferred share plans or multi-year variable compensation in respect of his offices in the Group’s subsidiaries. In addition, Jacques Riou does not benefit from an employment contract, supplementary pension scheme, severance payment or compensation for a non-compete agreement.