Composition

Supervisory Board members are appointed for a term of no more than three years by the Shareholders’ Meeting. The General Partners are not allowed to take part in these appointments. The General Partners and the Managing Partners are not allowed to be members of the Supervisory Board. No member of the Supervisory Board holds or has held an executive position within the Group. As the thresholds set out in Article L. 225-79-2 of the French Commercial Code have not been met, the Supervisory Board does not have any employee representative member.

The Supervisory Board appoints its Chairperson from among its members. The Chairperson prepares, organises, and leads the work of the Supervisory Board.

The by-laws set the age limit for Supervisory Board members at 75 years. If the number of members of the Supervisory Board over 70 years old exceeds one third of the members, the member aged 75 is deemed to have resigned at the end of the next Shareholders’ Meeting (in its ordinary form).

The by-laws provide that each member of the Supervisory Board must hold a minimum of 100 shares of the Company. The Supervisory Board’s internal rules supplement this provision by specifying that each member of the Supervisory Board must allocate half of the compensation he/she receives to the acquisition of Rubis shares until he/she holds 250 shares. As of 31 December 2022, the members of the Supervisory Board held 142,868 shares of the Company (representing approximately 0.14% of the share capital).

During the financial year ended, the renewal of the terms of office of Carole Fiquemont, Chantal Mazzacurati and Marc-Olivier Laurent and the appointments of Cécile Maisonneuve, Carine Vinardi and Alberto Pedrosa were approved by the Shareholders’ Meeting of 9 June 2022.

As of 16 March 2023, the Supervisory Board was composed of 11 members, including five women (45%), seven independent members (64%), and two members of foreign nationality (18%).

SUMMARY PRESENTATION OF THE COMPOSITION OF THE SUPERVISORY BOARD AND ITS COMMITTEES (AS OF 16 MARCH 2023)

Renewal of the term of office expiring in 2023

As the term of office of Olivier Heckenroth as member of the Supervisory Board expires at the end of the 2023 Shareholders’ Meeting, the Supervisory Board decided, on the proposal of the Compensation and Appointments Committee, to present his renewal. Thus, at the end of the 2023 Shareholders’ Meeting, subject to the renewal of the term of office of Olivier Heckenroth as member of the Supervisory Board, the Supervisory Board would remain composed of 11 members, including five women (45%), seven independent members (64%) and two members of foreign nationality (18%). Olivier Heckenroth would remain Chairman of the Supervisory Board.

In 2021 and 2022, the Supervisory Board considered that the objective of changing its composition, which resulted in the election of four new members, should take precedence over the sequencing of terms of office in order to comply with independence rates and the diversity policy. In March 2023, the Compensation and Appointments Committee started to examine how best to ensure the balanced sequencing of terms of office over the coming financial years in order to meet the expectations expressed by certain investors.

CHANGES IN THE COMPOSITION OF THE SUPERVISORY BOARD BETWEEN THE SHAREHOLDERS’ MEETINGS OF 9 JUNE 2022 AND 8 JUNE 2023

(Subject to the renewal of the term of office of Olivier Heckenroth)

Profile and list of offices and positions of the members of the Supervisory Board (as of 31 December 2022)

Role of the Supervisory Board

As the Company is incorporated under the legal form of a Partnership Limited by Shares, by law, the Supervisory Board is responsible for continuous oversight of the Company’s management. For this purpose, the Supervisory Board enjoys the same powers as the Statutory Auditors. As such, unlike the Board of Directors of a public limited company (société anonyme), the Supervisory Board may not intervene in the management and administration of the Company.

The Supervisory Board is assisted by its Committees, namely the Accounts and Risk Monitoring Committee and the Compensation and Appointments Committee.

The Supervisory Board’s recurring duties are notably specified in its internal rules (updated on 10 March 2022). They consist mainly of the following:

•   reviewing the accounts, ensuring the consistency of the accounting policies used to prepare the Company’s consolidated and separate financial statements and ensuring the quality, completeness and fairness of the financial statements;

•   monitoring the Group’s activity;

•   making a proposal on the principal Statutory Auditors in view of their appointment by the Shareholders’ Meeting and verifying their independence;

•   reviewing the independence of its (future) members;

•   establishing specialised Committees to assist it with the performance of its duties and appointing their members;

•   conducting a self-assessment;

•   providing an advisory opinion on the compensation policy applicable to the Managing Partners in accordance with the provisions of Article L. 22-10-76 of the French Commercial Code;

•   confirming that the compensation of the Managing Partners to be paid or awarded in respect of the past financial year complies with the compensation policy previously approved by the shareholders at the Shareholders’ Meeting and with the by-laws’ provisions;

•   confirming that the compensation of the Chairman of the Supervisory Board to be paid or awarded in respect of the past financial year complies with the policy previously approved by the shareholders at the Shareholders’ Meeting;

•   setting the compensation policy applicable to its members;

•   breakdown of the aggregate amount of compensation to be granted to members of the Supervisory Board, including a portion based on attendance and any Chairmanship and/or participation in Committees;

•   verifying compliance of the General Partners’ rights to profits;

•   granting authorisation prior to the conclusion of related-party agreements;

•   assessing the efficiency of the procedure for evaluating agreements relating to ordinary course transactions entered into on arm’s length terms and improving such procedure as appropriate;

•   preparing the report on corporate governance (which is attached to the management report) pursuant to Article L. 22-10-78 of the French Commercial Code;

•   preparing the report on its continuous management oversight mission;

•   deliberating on the professional and wage equality policy;

•   reviewing the quality of information provided to shareholders and to the market;

•   monitoring the exchanges the Company has with its shareholders and the market;

•   monitoring the corporate social responsibility (CSR) projects being implemented.

To enable the Supervisory Board to perform its duties, the internal regulations provide that it must be informed by the Management Board of matters such as:

•   trends in each division and future prospects within the framework of the strategy set by the Management Board;

•   acquisitions and/or disposals of businesses or subsidiaries, equity interests and, more generally, any major investment;

•   changes in bank debt and financial structure within the framework of the financial policy set by the Management Board;

•   internal control procedures defined and developed by companies of the Group, under the authority of the Management Board, which is responsible for overseeing the implementation of those procedures;

•   draft agendas for Shareholders’ Meetings;

•   any major acquisition that is not part of the defined strategy prior to its completion;

•   CSR projects;

•   compliance matters;

•   status of the Management Board succession plan implemented by the General Partners.

Corporate bodies in charge of monitoring CSR

The bodies involved in defining the CSR policy within the Group, the actions carried out and the control of their implementation are described in the NFIS (see chapter 4, section 4.1.1.3).

Thus, the Supervisory Board is informed of the strategy implemented by the Group (excluding the Rubis Terminal JV) concerning CSR issues and, in particular, climate-related challenges.

The Supervisory Board receives reports on the work carried out by the Accounts and Risk Monitoring Committee, which notably monitors:

•   the CSR Roadmap, including climate objectives and commitments;

•   the significant regulatory changes (e.g., CSRD, European Green Taxonomy, duty of vigilance) and their challenges for the Group; and

•   the Group’s main ethics, social and environmental risks

  In addition, the Supervisory Board receives the report on the work carried out by the Compensation and Appointments Committee, which examines:

•   the non-financial performance criteria (related to workplace safety, climate and, more broadly, the Group’s CSR policy) proposed by the General Partners as part of a Management Board’s compensation policy aligned with the Group’s strategy; and

•   specific skills, in particular CSR and climate-related challenges, which could enrich the Board’s work and serve as a basis for the selection of new candidates.

Diversity policy applied to the Supervisory Board and selection process for its members

The composition of the Supervisory Board is designed to ensure that it is able to fulfil all of its duties.

When examining and giving an opinion on its current and future composition, the Supervisory Board relies on the work of its Compensation and Appointments Committee, on the responses to a questionnaire sent annually to each of its members, and on the results of the three-yearly formalised assessment of its functioning carried out by a specialised firm at end-2022. On the advice of the Compensation and Appointments Committee, the Supervisory Board ensures that its members have complementary skills (based notably on education and professional experience) and are diverse from a personal point of view (based in particular on nationality, gender and age). Other factors are also taken into account (independence, compliance with the rules on multiple directorships and the person’s ability to fit in with the Supervisory Board’s culture).

The selection of new candidates and the renewal of the terms of office of current members is examined by the Compensation and Appointments Committee and then by the Supervisory Board in the light of the above-mentioned factors, with a view to enriching the work of the Supervisory Board.

The selection of any new candidates is carried out by the Compensation and Appointments Committee, which may use a specialised firm (as was the case in 2021-2022). The candidates, selected on the basis of precise criteria (profiles and skills) set by the Supervisory Board on the advice of the Compensation and Appointments Committee, are interviewed by the Compensation and Appointments Committee, which forwards its opinion to the Supervisory Board. The latter selects the candidates proposed to the future Shareholders’ Meeting.

At its meeting of 16 March 2023, the Supervisory Board noted, in light of the work carried out by the Compensation and Appointments Committee, that, with the election of four new members in the last two years, its current composition fully meets the requirements of the diversity policy that it had set for itself and, consequently, set the following objectives for the next three years: maintain international experience and CSR skills in more than half and more than one-third of its members, respectively, select at least one new member with expertise in the Company’s business sectors, and achieve an independence rate of at least 70% on the Accounts and Risk Monitoring Committee by 2026.

TABLE SUMMARISING THE DIVERSITY OF SKILLS OF THE SUPERVISORY BOARD (AS OF 16 MARCH 2023)*

* Based on the statements of the members of the Supervisory Board.

Independence

Each year, the Supervisory Board assesses the independence of its members and of potential candidates. It relies on the work carried out and the advice issued by the Compensation and Appointments Committee. The Supervisory Board has chosen to comply with the definition of independence set out in the Afep-Medef Code and considers that a member is independent when he/she has no relationship of any kind whatsoever with the Company, its Group or its Management that may compromise the exercise of his/her freedom of judgement. Therefore, to be qualified as independent, a member of the Supervisory Board must meet all the following criteria:

•   not be, or have been during the previous five years, an employee or executive corporate officer (dirigeant mandataire social exécutif) of the Company, or an employee, executive corporate officer or Director of one of the Company’s consolidated companies;

•   not be an executive corporate officer of a company in which the Company holds a direct or indirect position as a Director, or in which an employee designated in such capacity or an executive corporate officer of the Company (currently or who has been so within the past five years) holds a directorship;

•   not be a customer, supplier, investment banker, finance banker or consultant:

•   that is significant to the Company or its Group, or

•   for which the Company or its Group represent a significant share of business;

•   not have close family ties with a corporate officer;

•   not have close family ties with a corporate officer;

•   not have been a Statutory Auditor of the Company during the previous five years;

•   not have been a member of the Supervisory Board for more than 12 years, since a member can no longer be classified as independent as of the anniversary date of their 12 years of service;

•   the Chairman of the Supervisory Board cannot be considered independent if he/she receives variable compensation in cash or securities or any compensation linked to the performance of the Company or the Group;

•   not represent a significant shareholder (> 10% of share capital and/or voting rights) that exercises control over the Company.

In accordance with the recommendations of the Afep-Medef Code, the Supervisory Board is free to determine that one of its members cannot be qualified as independent even though he/she fulfils the independence criteria listed above.

After examining the situation of each of its members in the light of the work and opinion of the Compensation and Appointments Committee, the Supervisory Board, at its meeting of 16 March 2023, considered that Carole Fiquemont, Laure Grimonpret-Tahon, Cécile Maisonneuve, Carine Vinardi, Nils Christian Bergene, Marc-Olivier Laurent and Alberto Pedrosa met the independence criteria set by the Company and should therefore be qualified as independent. In particular, the Compensation and Appointments Committee carried out an in-depth examination of the situation of Marc-Olivier Laurent and considered that, to the extent that, as his position as an executive (Managing Partner) of Rothschild & Co Gestion had ended at the end of 2022, he could now be qualified as independent. The Supervisory Board, having taken note of the work and the opinion of the Compensation and Appointments Committee, confirmed that Marc-Olivier Laurent met the independence criteria set by the Company and should therefore be qualified as independent. Finally, the Supervisory Board considered that Chantal Mazzacurati, Olivier Heckenroth, Hervé Claquin and Erik Pointillart could not be qualified as independent due to their length of service on the Board.

TABLE SUMMARISING THE INDEPENDENCE OF MEMBERS OF THE SUPERVISORY BOARD (AS OF 16 MARCH 2023)

As of 16 March 2023, the independence rate of the Supervisory Board was 64% (which complies with the provisions of its internal rules and the recommendations of the Afep-Medef Code).

At the end of the 2023 Shareholders’ Meeting, subject to the renewal of the term of office of Olivier Heckenroth, the independence rate of the Supervisory Board would remain at 64%.

Training of Supervisory Board members

At the time of his or her appointment, any new member of the Supervisory Board is welcomed by the General Partners and is given a file presenting the history of the Group, its activities, its legal and financial specificities, and the various aspects of the role of a member of the Supervisory Board in a Partnership Limited by Shares listed on a regulated market.

In addition, members of the Supervisory Board may, in any circumstances, freely contact the Finance Department and Rubis’ Corporate Secretary for any explanations or additional information they may require to perform their duties.

Furthermore, visits to the Group’s sites are regularly organised for any new member and on request for any other member.

Thus, the Supervisory Board will visit Rubis Énergie’s facilities in Switzerland and will meet several of its Senior Managers and employees in June 2023.

In addition, the members of the Supervisory Board may, if they wish, benefit from the training which they deem necessary for the performance of their duties.

Ethics of Supervisory Board members

The Supervisory Board’s internal regulations describe the rights and duties of its members. In particular, members must demonstrate loyalty, integrity and independence of judgement and keep confidential non-public information acquired in the course of their duties. In addition, Supervisory Board members must report any conflict of interest, even potential conflicts, in view of the Supervisory Board’s work. In such a situation, they must abstain from participating in the discussions and voting on the corresponding decisions.

Activities of the Supervisory Board

The procedures for preparing and organising the Supervisory Board’s work are set out in its internal regulations.

Under the terms of those regulations, the Supervisory Board meets as often as the interests of the Company require, and, in any event, at least three times per year, at the time of the review of the half-year and annual consolidated and separate financial statements and at a meeting that is mainly dedicated to monitoring various issues relating to CSR and governance. This minimum frequency is considered sufficient, in view of the fact that, unlike the Board of Directors of a public limited company (société anonyme), the Supervisory Board must not take part in the Company’s management and administration.

The Supervisory Board met three times during the year under review (four times in the previous financial year).

The Supervisory Board relies on the in-depth work carried out by the Committees it has formed. The reports that the Chairmanship of each Committee submits to the Supervisory Board and the quality of the documents provided to it, within a reasonable timeframe prior to the meeting, enable the Supervisory Board to acquire specific and up-to-date knowledge about the various subject areas that fall within the scope of its duties. In addition, the Management Board, the Chief Financial Officer, the Managing Director in charge of New Energies, CSR, and Communication, the Corporate Secretary and, for topics relating to their areas of competence, the Statutory Auditors, provide all clarifications that are necessary for a proper understanding of the issues on the agenda.

During the year under review, in addition to addressing recurring matters, the Supervisory Board notably:

•   analysed future changes in its composition with regard, in particular, to independence, the diversity policy, the results of its three-yearly assessment conducted in early 2020 and market expectations;

•   validated, after the Compensation and Appointments Committee’s positive opinion, the three new candidates for the office of Supervisory Board members proposed to the 2022 Shareholders’ Meeting;

•   monitored the market for Rubis’ shares, investors’ specific expectations with respect to the French market, and the dialogue with analysts, ratings agencies and proxy advisors put in place by the Company;

•   reviewed the draft resolutions the Management Board wished to submit to the 2022 Shareholders’ Meeting;

•   analysed the voting results of the 2022 Shareholders’ Meeting and shareholders’ feedback;

•   was kept informed of the CSR approach (in particular the climate strategy) implemented and the monitoring of the objectives of the CSR Roadmap Think Tomorrow 2022-2025, in June 2022;

•   was kept informed of changes related to the European Green Taxonomy;

•   monitored the Group’s development with an extension to renewable energies (in particular via the strategic acquisition of the Photosol entities);

•   set up a formalised three-yearly assessment, beginning in the last quarter of 2022, of its functioning and that of its Committees by a specialised firm;

•   was kept informed of the Management Board succession plan implemented by the General Partners.

•   monitored the procedure for selecting a new principal Statutory Auditor and chose a candidate to propose to the 2022 Shareholders’ Meeting (as a replacement for Mazars and Monnot & Associés);

•   adopted a new version of its internal charter on related-party agreements and the procedure for assessing agreements relating to ordinary course transactions entered into on arm’s length terms;

•   reviewed and approved the new version of its internal rules and those of the Accounts and Risk Monitoring Committee.

During the financial year under review, the attendance rate was 97% (100% in the previous year).

An annual executive session implemented as from financial year 2023

Starting in financial year 2023, an annual meeting of the Supervisory Board without the presence of the Management Board and members of the Company’s functional departments has been set up, in order, notably, to discuss any subjects related to its duties. The first executive session took place at the end of the Supervisory Board meeting of 16 March 2023.

Supervisory Board Committees

The Supervisory Board appoints the Accounts and Risk Monitoring Committee members and the Compensation and Appointments Committee members and defines their organisation, operation and missions. These Committees are composed exclusively of members of the Supervisory Board and assist the Supervisory Board with the performance of its duties. Both Committees must be chaired by an independent member.

ACCOUNTS AND RISK MONITORING COMMITTEE

In accordance with its internal regulations (which were updated on 10 March 2022), the Accounts and Risk Monitoring Committee assists the Supervisory Board with its continuous oversight of the Company’s management. In particular, it is responsible for examining the following matters:

•   the process for preparing financial information;

•   the monitoring of accounting and financial control systems, as well as financial and non-financial risk management systems;

•   the procedure for the selection of new principal Statutory Auditors of the Company (or their renewal of the terms of office) and recommendation to the Supervisory Board; the monitoring of the Statutory Auditors’ work and verifying the compliance of their working procedures;

•   the rules for approval, delegation and monitoring of services other than the certification of financial statements performed by the Statutory Auditors;

•   following-up on subjects related to CSR;

•   the monitoring of compliance issues.

The Committee is specifically responsible for monitoring:

•   the CSR Roadmap, including climate objectives and commitments;

•   the significant regulatory changes (e.g., CSRD, European Green Taxonomy, duty of vigilance) and their challenges for the Group; and

•   the Group’s main ethics, social and environmental risks.

The Committee regularly reports to the Supervisory Board on the performance of its duties and on the results of the audit certification process, how this process contributed to the integrity of the financial information and the role the Committee played in that process. The Committee must inform the Supervisory Board without delay of any difficulty encountered.

In accordance with its internal rules, the Committee’s members are selected in particular for their expertise and skills in the areas of accounting, finance and risks, due in particular to their training, their experience in General Management of commercial or insurance companies and/ or their positions in banking institutions. The Committee is chaired by an independent member. The Chairman of the Supervisory Board is an ex officio member of the Committee.

All current members are financial experts and one of them has specific CSR skills.

As of 16 March 2023, the Accounts and Risk Monitoring Committee had five members: Nils Christian Bergene (Chairman), Carole Fiquemont, Olivier Heckenroth, Chantal Mazzacurati and Alberto Pedrosa. At that date, three members (including the Chairman) out of five were independent (rate of independence of 60%).

At the end of the 2023 Shareholders’ Meeting, subject to the renewal of the term of office of Olivier Heckenroth, the composition of this Committee would be unchanged, with an independence rate maintained at 60%.

CHANGES IN THE COMPOSITION OF THE ACCOUNTS AND RISK MONITORING COMMITTEE BETWEEN THE SHAREHOLDERS’ MEETINGS OF 9 JUNE 2022 AND 8 JUNE 2023

(subject to the renewal of the term of office of Olivier Heckenroth)

The Accounts and Risk Monitoring Committee meets at least once every six months to review the annual and half-yearly consolidated and separate financial statements and to analyse, monitor and manage risks and CSR and compliance issues.

During the financial year under review, the Accounts and Risk Monitoring Committee met three times (twice in the previous year).

In accordance with its internal regulations, the members of the Accounts and Risk Monitoring Committee are given a reasonable amount of time (at least two days) to review the financial statements and other accompanying documents before the Committee meets. They also receive a summary of work carried out by the Statutory Auditors. The Management Board, the Statutory Auditors, the Chief Financial Officer, the Managing Director in charge of New Energies, CSR and Communication, the Director of Accounting and Consolidation, the Corporate Secretary and any other person whose presence is deemed necessary participate in the meetings of the Accounts and Risk Monitoring Committee. However, at the end of the meeting, the members of the Committee meet alone with the Statutory Auditors, without the presence of the Management Board and members of Rubis’s functional departments, to review the consolidated and separate financial statements, risks and the findings submitted to them by the Statutory Auditors following their work.

During the year under review, the Accounts and Risk Monitoring Committee reviewed the following topics, among others:

•   review of the consolidated and separate financial statements, both annual and half-year;

•   procedure for selecting a new principal Statutory Auditor (oral interview of candidates and recommendation to the Supervisory Board after verification that independence conditions were met);

•   presentation of consolidated risk maps;

•   review of disputes, major events (including changes in scope) and indications of impairment;

•   presentation on the Group’s climate challenges (carbon footprint assessment, Group strategy);

•   presentation of the Group’s work on the European Green taxonomy for sustainable activities;

•   presentation of the Group’s work on CSR matters, including monitoring the objectives of the CSR Roadmap, Think Tomorrow 2022-2025, in June 2022;

•   presentation by Rubis Énergie’s Control and Internal Audit Department on the assignments carried out in 2021 and the audit plan for 2022;

•   annual review of the implementation of the corruption prevention system;

•   update on cybersecurity challenges;

•   update on the challenges related to the increase in petroleum product prices.

All the documents submitted, the presentation made by the Management Board and the answers provided to the questions asked, reassured the Committee as to the proper management of risks within the Group.

During the financial year under review, the attendance rate was 100% (as in the previous year).

COMPENSATION AND APPOINTMENTS COMMITTEE

In accordance with its internal rules (updated on 22 June 2021), the Compensation and Appointments Committee assists the Supervisory Board with governance issues. In particular, it is responsible for examining the following matters:

•   the formulation of any proposal for renewal of the terms of office or appointment to the Supervisory Board and its Committees, in accordance with the diversity policy;

•   the independence of (future) members of the Supervisory Board with regard to the criteria of the Afep-Medef Code;

•   the organisation of the three-yearly assessment of the functioning of the Supervisory Board;

•   the compensation policy applicable to the Management Board;

•   the determination of 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 and with the by-laws’ provisions, and report on its work to the Supervisory Board;

•   the determination of 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, and report on its work to the Supervisory Board;

•   the proposal to the Supervisory Board of a draft compensation policy applicable to the Supervisory Board;

•   the formulation of a proposal on the total amount of compensation to be granted to the members of the Supervisory Board and the Committees, as well as the allocation of such compensation, including a portion based on attendance and any Chairmanship and/or participation in Committees;

•   the draft report of the Supervisory Board on corporate governance.

As part of its thinking on changes in the composition of the Supervisory Board and its Committees and in accordance with the Group’s diversity policy, the Compensation and Appointments Committee discusses the succession plan in respect of the Chairmanship of the Supervisory Board. However, it does not participate in preparing the succession plan for executive corporate officers (dirigeants mandataires sociaux), as this is the sole responsibility of the General Partners. The Compensation and Appointments Committee, like the Supervisory Board, is nevertheless regularly kept informed of the status of the succession plan for the Management Board implemented by the General Partners.

The Committee regularly reports to the Supervisory Board on the performance of its duties.

In accordance with its internal regulations, this Committee is chaired by an independent member.

Three of the current members have specific CSR skills.

As of 16 March 2023, the Compensation and Appointments Committee had four members: Laure Grimonpret-Tahon (Chairwoman), Nils Christian Bergene, Olivier Heckenroth and Erik Pointillart. At such date, two members (including the Chairwoman) out of four were independent (independence rate of 50%).

At the end of the 2023 Shareholders’ Meeting, subject to the renewal of the term of office of Olivier Heckenroth, the composition of this Committee would be unchanged, with an independence rate maintained at 50%.

CHANGES IN THE COMPOSITION OF THE COMPENSATION AND APPOINTMENTS COMMITTEE BETWEEN THE SHAREHOLDERS’ MEETINGS OF 9 JUNE 2022 AND 8 JUNE 2023

(subject to the renewal of the term of office of Olivier Heckenroth)

In view of the growing number of issues relating to compensation and appointments and the resulting increase in workload, at its meeting of 11 March 2021, the Supervisory Board decided to schedule a second annual meeting of this Committee. Thus, the Compensation and Appointments Committee met twice during the financial year under review (as in the previous financial year).

In accordance with its internal regulations, Committee members are given a reasonable amount of time (at least two days) to review the documents before the Committee meets. The Company’s Corporate Secretary, as well as Jacques Riou, Chairman of Agena, a co-Managing Partner (non-General Partner) of the Company, and the Managing Director in charge of New Energies, CSR and Communication, attend the meetings.

During the financial year ended, the Compensation and Appointments Committee reviewed the following topics, among others:

•   the determination of the components of the Management Board’s compensation in respect of financial year 2021;

•   the compensation policy applicable to the Management Board in respect of financial year 2022;

•   the determination of the components of compensation of the Chairman of the Supervisory Board in respect of financial year 2021;

•   the proposed breakdown of compensation to members of the Supervisory Board in respect of financial year 2021;

•   the proposed compensation policy applicable to members of the Supervisory Board in respect of financial year 2022;

•   information on the compensation policy applicable to the Group’s main executives (dirigeants non mandataires sociaux);

•   the analysis of the current composition of the Supervisory Board and its Committees and future changes, particularly in light of independence, the diversity policy, the results of the three-yearly assessment carried out in early 2020 and market expectations;

•   interview of new candidates for the office of Supervisory Board member selected among those presented by the specialised firm and opinion on these candidacies sent to the Supervisory Board;

•   implementation of a formalised three-yearly assessment, by a specialised firm, of the functioning of the Supervisory Board and its Committees, starting in the last quarter of 2022;

•   status of the Management Board succession plan implemented by the General Partners.

During the financial year under review, the attendance rate was 100% (as in the previous year).

Assessment of the Supervisory Board and consideration of points of attention

Each year, the Supervisory Board informally discusses its composition, organisation and functioning, as well as those of its Committees in order to improve their effectiveness.

A formalised, in-depth assessment is carried out every three years on the basis of a detailed, anonymous and updated questionnaire given to members of the Supervisory Board.

The last formalised three-yearly assessment, which began in the last quarter of 2022, was entrusted to a specialised firm. It issued a report on the basis of the questionnaires collected and an interview conducted with each member of the Supervisory Board. This assessment focused in particular on the following points:

•   the composition, organisation and functioning of the Supervisory Board and its Committees;

•   knowledge of the Group (through the following topics: the Group business lines and environment, risk management and control procedures and CSR (including compliance and ethics));

•   the relationship of the Supervisory Board and the Committees with the Management Board and/or the Statutory Auditors (quality of information provided and of dialogue as well as clarity of the role and responsibilities of each one);

•   areas and means of improvement;

•   the contribution of the members to the work of the Supervisory Board and that of the Committees, assessed during an individual interview with the specialised firm.

A report on this assessment was made in March 2023 to the Compensation and Appointments Committee and the Supervisory Board by the specialised firm that conducted it. In the light of the information thus presented and discussion between the members of the Supervisory Board during the executive session following the meeting of 16 March 2023, it emerged that:

•   the composition, size, diversity and independence of the Supervisory Board and its Committees were adapted to their duties;

•   the functioning of the Supervisory Board and its Committees was satisfactory, as was the documentation made available to them;

•   ways to improve the Supervisory Board’s contributions to the Management Board have been expressed and measures will be put in place by the Supervisory Board during the financial year 2023 and set out in the 2023 Universal Registration Document.

Attendance of Supervisory Board members and Committee members at meetings

The table below sets out the attendance of each member at meetings of the Supervisory Board and of the specialised Committees in financial year 2022.

SUMMARY TABLE OF MEMBERS’ ATTENDANCE AT THE MEETINGS OF THE SUPERVISORY BOARD AND THE COMMITTEES IN 2022