The Company is managed by the Management Board, which is composed of four Managing Partners: Gilles Gobin and the companies Sorgema, Agena and GR Partenaires. All Managing Partners other than Agena are General Partners and as such have unlimited joint and several liability from their personal assets for Rubis’ debts. This feature, which results from the legal form of Partnership Limited by Shares under which the Company is constituted, provides shareholders with the guarantee of extreme care in the management and administration of the Company (particularly with regard to risk management).

Gilles Gobin is Statutory Managing Partner. Sorgema, Agena and GR Partenaires are non-Statutory Managing Partners. Jacques Riou is the legal representative of Agena.

As of 31 December 2021, the Managing Partners, in their direct and indirect capacity as General Partners, held 2,352,337 shares of the Company (representing approximately 2.29% of the share capital) due to General Partners’ commitment to reinvest 50% of their dividends into shares.

The Managing Partners have the broadest powers to run and manage the Company. In accordance with legal provisions, they manage the Company by taking into consideration the social and environmental issues connected to the Company’s business.

The Managing Partners represent and bind the Company in its relationships with third parties within the limits set by its corporate purpose and subject to the duties assigned by law to the Supervisory Board and Shareholders’ Meetings.

Thus, the Rubis SCA Managing Partners make the following decisions for the Company and its wholly owned subsidiary and division head Rubis Énergie:

• •strategy development;
• •manage development;
• •risk management;
• •closing of the separate and consolidated financial statements of the Group;
• •setting along with the subsidiaries’ General Management the key management decisions resulting from the strategy and monitoring their implementation by the parent company and subsidiaries.

In exercising their management authority, the Managing Partners are supported by Rubis Énergie’s General Managers and the heads of Rubis Énergie’s operating subsidiaries.

In addition, jointly with Cube Storage Europe HoldCo Ltd, the Managing Partners are responsible for the management of their joint subsidiary RT Invest (55% owned by Rubis SCA), with the support of RT Invest’s General Managers and the heads of RT Invest’s operating subsidiaries.

In 2021, the Management Board met 25 times. Meetings focused primarily on the following topics:

• •closing of the annual and half-year separate and consolidated financial statements;
• •authorisation to sign credit facility agreements with financial institutions;
• •calling of the Shareholders’ Meeting of 10 June 2021 and determination of the meeting agenda;
• •authorisation to acquire up to 80% of the shares making up the capital of Photosol France and Photosol Hermitage;
• •issuance (without preferential subscription rights) of 4,440,000 equity warrants to Crédit Agricole Corporate and Investment Bank;
• •authorisation to sign mandates with Exane BNP Paribas in the context of the share buyback programme;
• •formal acknowledgement of the capital reductions by way of the cancellation of shares acquired by the Company under the share buyback programme;
• •implementation of two performance share plans and a stock option plan;
• •implementation of a capital increase reserved for Group employees;
• •acknowledgement of capital increases resulting from employee subscriptions to the capital increase reserved for employees, the reinvestment of dividends in shares by shareholders, the creation of preferred shares and the conversion of preferred shares into ordinary shares.

As the Management Board is composed of four members, three of whom are legal entities, the continuity of the General Management is ensured.

In addition, Articles 20 and 21 of the Company's by-laws provide that the appointment of any new Managing Partner is the responsibility of the General Partners. If he/she is not a General Partner, his/her appointment requires the approval of the Shareholders’ Meeting. 

In this context, the General Partners have for several years organised a succession plan for the Management Board that respects the entrepreneurial and family nature of the Company. In order to ensure a succession under optimal conditions, measures have been put in place to enable future executives to acquire a thorough knowledge of the Group, its activities and its environment within the subsidiaries. 

Thus, after having spent 10 years holding various operational roles within the Group, Clarisse Gobin-Swiecznik was appointed Managing Director in charge of New Energies, CSR and Communication at the end of 2020. She will be called to the Management Board in the near future. 

The Management Board informs the Supervisory Board and the Compensation and Appointments Committee of this succession plan.

The Group Management Committee, which is led by Gilles Gobin and Jacques Riou, is made up of the Chief Financial Officer, Bruno Krief, the Managing Director in charge of New Energies, CSR, and Communication, Clarisse Gobin-Swiecznik, the Group Corporate Secretary, Maura Tartaglia, and the Director of Accounting and Consolidation, Anne Zentar.

The Committee assists the Management Board with the performance of their general duties: it formalises and coordinates the Managing Partners’ various initiatives and policies in connection with the subsidiaries (subsidiaries' Management Committees). The Committee also encourages discussions on topical issues for the Group (particularly in the areas of financial reporting, CSR, compliance and governance).

The Committee meets once or twice per month. In 2021, the meetings were notably focused on the energy transition and various topics linked to the stake acquired in HDF Energy and the acquisition of Photosol.

To comply with the provisions of Article L. 22-10-10 of the French Commercial Code and investors’ expectations, the Management Board has set a target of keeping the proportion of representatives of each gender at least at 30% of the Group Management Committee.

At 10 March 2022, 50% of the members of the Group Management Committee were women.

Rubis Énergie has committed to achieving an average of 30% of women on its Management Committees by 2025.

In addition, as of 31 December 2021, 27.7% of the most senior positions (senior executives) and 34.9% of senior positions (senior executives and managers) within the Group were held by women (compared with 23.6% and 33.1%, respectively, as of 31 December 2020, and 24.5% and 31.1%, respectively, as of 31 December 2019), whereas women accounted for 25.5% of total payroll (compared with 25.3% as of 31 December 2020 and 25.7% as of 31 December 2019).