Universal Registration Documents 2021

Supervisory Board members are appointed for a term of no more than three years by the Shareholders’ Meeting. The General Partners may not take part in their appointment. The General Partners and the Managing Partners may not 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 representatives as members.

The Supervisory Board appoints its Chair from among its members. The Chairman 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 aged over 70 years old exceeds one-third of the members, the member aged 75 is deemed to have resigned at the close 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 regulations 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. At 31 December 2021, the members of the Supervisory Board held 142,534 shares of the Company (representing approximately 0.14% of the share capital).

During the year under review, the reappointments of Laure Grimonpret-Tahon, Hervé Claquin and Erik Pointillar and the appointment of Nils Christian Bergene were approved by the Shareholders’ Meeting of 10 June 2021.

As of 10 March 2022, the Supervisory Board was composed of 10 members, including five women (50%), five independent members (50%), and one member of foreign nationality (10%).

The terms of office of Marie-Hélène Dessailly, Carole Fiquemont, Aurélie Goulard-Lechevalier, Chantal Mazzacurati and Marc-Olivier Laurent expire at the close of the 2022 Shareholders’ Meeting. 

The Supervisory Board meeting of 10 March 2022 decided to present the renewal of the appointments of Carole Fiquemont, Chantal Mazzacurati and Marc-Olivier Laurent, but, considering the age limit set in the by-laws, not to renew the appoint of Marie-Hélène Dessailly. Moreover, in accordance with her wish, Aurélie Goulard-Lechevalier will neither be presented for reappointment.

Upon proposal of the Compensation and Appointments Committe (following a process of selection led by a specialised search firm), the Supervisory Board also decided to present the appointments of Cécile Maisonneuve, Carine Vinardi and Alberto Pedrosa as Supervisory Board Members to the 2022 Shareholders' Meeting. 

The Supervisory Board, having reviewed the work and the opinion of the Compensation and Appointments Committee, considered that Carole Fiquemont, Cécile Maisonneuve, Carine Vinardi and Alberto Pedrosa met the independence criteria set by the Company and should therefore be qualified as independent.

Thus, at the close of the 2022 Shareholders’ Meeting, subject to the reappointment of Carole Fiquemont, Chantal Mazzacurati and Marc-Olivier Laurent and the appointment of Cécile Maisonneuve, Carine Vinardi and Alberto Pedrosa and after taking into account that the appointments of Marie-Hélène Dessailly and Aurélie Goulard-Lechevalier will not be renewed, the Supervisory Board will be made up of 11 members, of whom five will be women (45%), six will be independent (55%) and two will be foreign nationals (18%).

In 2022, the Supervisory Board considered that the objective of changing its composition should take precedence over the sequencing of terms of office in order to comply with the independence rates and the diversity policy. However, the Supervisory Board has committed to take into consideration the expectations expressed by certain investors on a balanced sequencing of terms over the next several years.

(subject to the reappointment of Carole Fiquemont, Chantal Mazzacurati and Marc-Olivier Laurent and the appointment of Cécile Maisonneuve, Carine Vinardi and Alberto Pedrosa).

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 regulations (updated on 10 March 2022) and principally consist of the following:

• •reviewing the accounts, ensuring the consistency of the accounting methods 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;
• •assessing the financial and non-financial risks related to the business and monitoring the corrective measures that have been put in place;
• •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;
• •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;
• •allocating the aggregate amount of compensation to be granted to members of the Supervisory Board, including a portion based on attendance and Committee chairing and/or membership, as the case may be;

• •verifying compliance of the General Partners’ rights to profits;
• •granting advance 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 corporate governance report (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 the Management Board must inform it 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 investments 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 the Company and by Rubis Énergie and its subsidiaries 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;
• •corporate social responsibility (CSR) projects;
• •compliance matters;
• •status of the Management Board succession plan implemented by the General Partners.

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

When examining and giving advice on its current and future composition, the Supervisory Board relies on the work of its Compensation and Appointments Committee, on the results of the most recent assessment of its work, and on the responses to a questionnaire sent annually to each of its members. 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 the person’s ability to fit in with the Supervisory Board’s culture).

The selection of new candidates and the reappointment of existing 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.

Additionally, the Supervisory Board meeting of 10 March 2022 observed that, in light of the work carried out by the Compensation and Appointments Committee, the objectives it had set for achievement by 2022 at its 12 March 2019 meeting (i.e., maintaining a percentage of women on the Supervisory Board of at least 40% each year; meeting the age requirements provided for in Article 27 of the by-laws each year, maintaining the proportion of Supervisory Board members with international business experience at one-third at a minimum; ensuring that at least one member of the Board has professional experience in the Company’s business sectors) had been met.

Over the period under review, the implementation of this policy resulted in the establishment of specific criteria applicable to the search for new members, having led to the identification of candidates and competencies aimed at enhancing the Supervisory Board’s work. A specialised search firm was appointed on this basis and presented several candidates. The Compensation and Appointments Committee met the candidates who were selected for consideration and provided its opinion to the Supervisory Board at the Board’s 10 March 2022 meeting.

Therefore, upon the proposal of the Compensation and Appointments Committee, the candidacies of Cécile Maisonneuve, Carine Vinardi and Alberto Pedrosa for appointment as members of the Supervisory Board were selected at that Committee’s 10 March 2022 meeting. As a result, their appointments will be proposed to the 2022 Shareholders’ Meeting.

It was found that these three candidates would contribute to enhancing the Supervisory Board’s work, as:

• •Cécile Maisonneuve would notably bring to the Supervisory Board her skills and experience in the CSR area;
• •Carine Vinardi would notably bring to the Supervisory Board her skills and experience in the following areas: management of large industrial groups, HR, CSR and security;
• •Alberto Pedrosa would notably bring to the Supervisory Board his skills and experience in the following areas: management of large industrial groups, finance and audit, HR and security.

In addition, the Supervisory Board could benefit from these three candidates' significant international experiences. 

As Alberto Pedrosa is not a French national, the percentage of members of the Supervisory Board who are of foreign nationality would increase from 10% to 18%. 

Information relating to Cécile Maisonneuve, Carine Vinardi and Alberto Pedrosa is included in the Notice of Meeting for the 2022 Shareholders’ Meeting.

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 judgment. 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 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 tied 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 fulfills the independence criteria listed above.

After examining the situation of each of its members and in view of the work of and advice of the Compensation and Appointments Committee, at its meeting of 10 March 2022, the Supervisory Board found that Marie-Hélène Dessailly, Carole Fiquemont, Laure Grimonpret-Tahon, Chantal Mazzacurati and Nils Christian Bergene met the independence criteria defined by the Company and should therefore be qualified as independent, all while noting that upon the close of the 2022 Shareholders’ Meeting, Chantal Mazzacurati could no longer be qualified as independent since the length of her service as a member of the Supervisory Board would at that point exceed 12 years. The Supervisory Board also found that Aurélie Goulart-Lechevalier could not be qualified as independent due to business relationship a member of her family had with the Group in 2020 and 2021. The Compensation and Appointments Committee conducted an in-depth assessment of the situation of Marc-Olivier Laurent, Managing Partner of Rothchild & Co Gestion, insofar as this company provided services to one of Rubis’ subsidiaries (a JV) in the first quarter of 2022 and for a finite period. The Committee found that Marc-Olivier Laurent had not been involved in the conclusion of this services agreement and was not involved in the performance of that agreement. The Committee also noted that the financial weight of this agreement was not significant to either Rothchild & Co Gestion or Rubis’ subsidiary. Finally, the Committee observed that the subsidiary’s contractual relationship with Rothschild & Co Gestion was not an exclusive relationship and was purely ad hoc. Nevertheless, the Committee concluded that, although the factors examined ensure that this services agreement could not compromise Marc-Olivier Laurent’s freedom of judgment, in view of the current expectations of certain investors, Marc-Olivier Laurent could not be qualified as being independent. After having reviewed the work and advice of the Compensation and Appointments Committee, the Supervisory Board confirmed that Marc-Olivier. Laurent could not be qualified as independent as of 10 March 2022. Finally, the Supervisory Board found that Olivier Heckenroth, Hervé Claquin and Erik Pointillart could not be qualified as independent due to the length of their service on the Board.

In accordance with the recommendations of the Afep-Medef Code and the provisions of its internal regulations, as of 10 March 2022, half of the members of the Supervisory Board are independent (independence rate of 50%).

In addition, after having examined the situation of Cécile Maisonneuve, Carine Vinardi and Alberto Pedrosa in view of the work and the advice of the Compensation and Appointments Committee, at its meeting of 10 March 2022, the Supervisory Board found that these candidates met the independence criteria and should therefore be qualified as independent.

As a result, subject to the three appointments and the three reappointments proposed to the 2022 Shareholders’ Meeting, in light of the fact that the appointments of Marie-Hélène Desailly and Aurélie Goulard-Lechevalier will not be renewed and considering that Chantal Mazzacurati will lose her independent qualification at the close of this Shareholders' Meeting, the rate of independence on the Supervisory Board at the close of the 2022 Meeting would stand at 55%.

When new members of the Supervisory Board are appointed, they are given a training package. This package presents 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 French Partnership Limited by Shares listed on a regulated market.

Members of the Supervisory Board may freely contact the Finance Department and Rubis’ Corporate Secretary for any explanations or additional information they may require to perform their duties.

In addition, visits to the Group’s sites are organised automatically for all new members and upon the request of any other member (outside the period during which health-related restrictions apply to travel and face-to-face meetings).

If they so wish, members of the Supervisory Board may receive additional training on the specific characteristics of the Group, its business sectors and its business lines.

The Supervisory Board’s internal regulations describe the rights and duties of its members. In particular, members must demonstrate loyalty, integrity and independence of judgment 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.

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, since financial year 2021, at least three times per year (twice in previous financial years) at the time of the review the half-yearly and annual separate and consolidated financial statements and at a meeting that is mainly dedicated to monitoring various issues relating to corporate social responsibility (“CSR”) and governance. 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, this minimum frequency is considered sufficient.

The Supervisory Board met four times during the year under review (three 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 Chair 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 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:

• •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 2021 Shareholders’ Meeting;
• •analysed the voting results of the 2021 Shareholders’ Meeting and shareholders' feedback;
• •analysed future changes in its composition in light of, in particular, independence, its diversity policy, the results of its triennial assessment conducted in early 2020 and the market’s expectations, and determined the specific search criteria for new members in view of the work conducted by the Compensation and Appointments Committee upstream;
• •put in place a search process (with the assistance of a specialised firm) that led to identifying the three new members of the Supervisory Board, the appointment of whom is being proposed to the 2022 Shareholders’ Meeting;

• •was kept informed of the CSR approach (climate strategy in particular) that has been put in place, including the main steps that led to the publication of the CSR Roadmap, Think Tomorrow 2022-2025 in September 2021;
• •was kept informed of changes tied to the European Green Taxonomy;
• •monitored the Group’s development, with expansion to new energies (including through the stake in HDF Energy combined with a priority industrial and financial agreement focusing on the geographic areas in which the Group operates and the strategic acquisition of Photosol);
• •monitored the implementation of the share buy-back programme and share capital reductions through the cancellation of shares acquired by the Company;
• •authorised ex post facto the related party agreements that could not be submitted to it in advance for authorisation;
• •monitored the procedure for selecting a new principal Statutory Auditor and chose a candidate to propose to the 2022 Shareholders’ Meeting (as a replacement of Mazars and Monnot & Associés); and
• •monitored developments in the Covid-19 pandemic and how it was managed by the Group, as well as its impact on the Group’s employees and the regions in which the Group operates.

During the financial year under review, the attendance rate was 100% (89.66% in the previous year).

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.

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 reappointment) 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 corporate social responsibility;
• •the monitoring of compliance issues.

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 regulations, the Committee’s members are selected for their expertise 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 Chair of the Supervisory Board is an ex officio member of the Accounts and Risk Monitoring Committee.

At 10 March 2021, the Accounts and Risk Monitoring Committee had five members: Chantal Mazzacurati (Chair), Hervé Claquin, Marie-Hélène Dessailly, Olivier Heckenroth, Nils Christian Bergene and Marc-Olivier Laurent. At such date, three members (including the Chair) out of five were independent (independence rate of 60%). In light of the work carried out by the Compensation and Appointments Committee, the Supervisory Board found that if the Accounts and Risk Monitoring Committee’s composition was not changed, the proportion of independent Directors would drop to 40% at the close of the 2022 Shareholders’ Meeting, as Chantal Mazzacurati would no longer be independent (as the length of her service would at that point exceed 12 years).

In 2020, the Supervisory Board set itself the objective of improving the independence rate over the next three years, as the terms of office of non-independent members expire. In order to meet this objective, the Supervisory Board decided (subject to the renewal of the appointments of Chantal Mazzacurati and Carole Fiquemont and the appointment of Alberto Pedrosa by the 2022 Shareholders’ Meeting) that at the close of such meeting:

• •Nils Christian Bergene, independent member, would be appointed as Chair of the Accounts and Risk Monitoring Committee;
• •in light of their significant expertise in accounting, finance, and risk and their independence, Carole Fiquemont and Alberto Pedrosa would join the Committee (replacing Marie-Hélène Dessailly, whose reappointment is not being proposed to the 2022 Shareholders’ Meeting, and Marc-Olivier Laurent, who was qualified as not being independent at the 10 March 2022 meeting of the Supervisory Board).

Therefore, at the close of the 2022 Shareholders’ Meeting, the Accounts and Risk Monitoring Committee would be made up of five members: Nils Christian Bergene (Chair), Chantal Mazzacurati, Carole Fiquemont, Olivier Heckenroth and Alberto Pedrosa. Three members (including the Chair) out of five would be independent (independence rate of 60%).

(subject to the reappointment of Carole Fiquemont and Chantal Mazzacurati and the appointment of Alberto Pedrosa)

The Accounts and Risk Monitoring Committee meets at least once every half-year to review the annual and half-year separate and consolidated financial statements and at least once every half-year to analyse, monitor and manage risks and CSR and compliance issues (a second annual meeting having been planned, as from financial 2019, in view of the increase in the Committee’s work on these subjects and the growing size of the Group).

During the year under review, the Accounts and Risk Monitoring Committee met twice to review the financial statements (three times in the previous year) and twice to analyse, monitor and review risks, and to discuss CSR and compliance issues (as 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 close of the meeting, the members of the Committee meet alone with the Statutory Auditors, outside the presence of the Management Board and members of Rubis’ functional departments, to review the separate and consolidated 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 separate and consolidated financial statements, both annual and half-year;
• •procedure for selecting a new principal Statutory Auditor (with a tender process put in place) and recommendation to the Supervisory Board after verification that independence conditions were met;
• •presentation of consolidated risk maps;
• •review of disputes and major events;
• •presentation on the Group’s climate challenges (Bilan Carbone®, Group strategy);
• •presentation of the Group’s work on the European taxonomy for sustainable activities;
• •presentation of the Group’s work on CSR matters, including the CSR Roadmap, Think Tomorrow 2022-2025;
• •presentation of the challenges facing Rubis Énergie’s maritime transport business;
• •annual review of the implementation of the corruption prevention system;
• •update on cybersecurity challenges;
• •update on the management of the Covid-19 pandemic.

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 stood at 100% (86.67% in the previous year).

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

• •the formulation of any proposal for reappointment 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 triennial assessment of the functioning of the Supervisory Board;
• •opinion on 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 the by-law 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 Chair 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 the chairing and/or membership of Committees as the case may be;
• •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 reviews a succession plan in respect of the Chair of the Supervisory Board. However, it does not participate in preparing succession plans 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 kept informed of the status of the succession plan for the Management Board prepared 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.

At 10 March 2022, the Compensation and Appointments Committee had four members: Chantal Mazzacurati (Chair), Laure Grimonpret-Tahon, Olivier Heckenroth and Erik Pointillart. At such date, two members (including the Chair) out of four were independent (independence rate of 50%).

The Supervisory Board decided that, at the close of the 2022 Shareholders’ Meeting;

• •Laure Grimponpret-Tahon, independent member, would be appointed as Chair of the Compensation and Appointments Committee;
• •Nils Christian Bergene, independent member, would join the Committee as Chantal Mazzacurati’s replacement, to the extent that she would no longer be independent (as the length of her service would at that point exceed 12 years).

Therefore, at the close of the 2022 Shareholders’ Meeting, the Compensation and Appointments Committee would be made up of four members: Laure Grimponpret-Tahon (Chair), Nils Christian Bergen, Olivier Heckenroth and Erick Pointillart. Two members (including the Chair) out of four would be independent (independence rate of 50%).