Introduction

This document is a translation into English of the Annual Financial Report/Universal Registration Document of the Company issued in French and is available on the website of the Issuer.

This Universal Registration Document was filed on 28 April 2023 with the AMF (the French Financial Markets Authority, Autorité des Marchés Financiers) in its position as the competent authority in respect of Regulation (EU) 2017/1129, without prior approval, in accordance with Article 9 of said Regulation. The Universal Registration Document may be used for the purpose of a public offer of financial securities or the admission of financial securities to trading on a regulated market if it is supplemented by a securities note (note d’opération) and, where relevant, a summary and all the amendments made to the Universal Registration Document. This set of documents is then approved by the AMF in accordance with Regulation (EU) 2017/1129. This document was prepared by the issuer and is binding upon its signatories. It may be consulted and downloaded from the website www.rubis.fr/en.

This document is a reproduction of the official version of the Universal Registration Document incorporating the 2022 Annual Financial Report, which was drawn up in ESEF format (European Single Electronic Format) and filed with the AMF, available on the websites of the Company and of the AMF.

Glossary

THE GROUP OR RUBIS

These terms refer to Rubis SCA, Rubis Énergie, Rubis Renouvelables, the Rubis Terminal JV, as well as their respective subsidiaries as presented in note 12 to the consolidated financial statements.

 

THE COMPANY OR RUBIS SCA

These terms refer to the holding company set up in the form of a Partnership Limited by Shares (Société en Commandite par Actions), and whose shares are listed on Euronext Paris.

 

RUBIS ÉNERGIE

This term refers to Rubis Énergie SAS, a wholly-owned subsidiary of Rubis SCA, and its subsidiaries, whose two activities are, on the one hand, trading-supply, shipping and the Antilles refinery (Support & Services) and, on the other hand, distribution of energy and bitumen (Retail & Marketing).

 

RUBIS RENOUVELABLES

This term refers to Rubis Renouvelables SAS, a wholly-owned subsidiary of Rubis SCA, which holds a majority stake in Rubis Photosol SAS and a minority stake in HDF Energy and whose main business is the Production of Renewable Electricity.

 

RUBIS PHOTOSOL OR PHOTOSOL

These terms refer to Rubis Photosol SAS, a majority-owned subsidiary of Rubis Renouvelables, and its subsidiaries, whose activity is the Production of Photovoltaic Electricity.

 

RUBIS TERMINAL JV

This term refers to Rubis Terminal Infra, the operating subsidiary of RT Invest, and its subsidiaries, whose activity is Bulk Liquid Storage.

 

RT INVEST

This term refers to the parent company of Rubis Terminal Infra, owned 55% by Rubis SCA and 45% by Cube Storage Europe HoldCo Ltd (an investment vehicle set up by I Squared Capital).

 

Message from the Managing Partners

Since the acquisition of Photosol, Rubis has become a group with predominantly renewable assets in Europe.

SINCE ITS CREATION, RUBIS HAS BEEN COMMITTED TO SUPPLYING ENERGY SAFELY AND UNDER THE BEST POSSIBLE ECONOMIC CONDITIONS, THROUGH ITS VARIOUS BUSINESS LINES: DISTRIBUTING, STORING AND NOW PRODUCING RELIABLE AND AFFORDABLE ENERGY ON WHICH THE VARIOUS COUNTRIES WE OPERATE IN DEPEND.

We have always weathered external crises with no major impact on our operating results, thanks to the solidity of our business model based on:

•   a multi-product multi-country strategy ensuring better risk management;

•   the control of our logistics chain, from supply to the end consumer;

•   a long-term vision to ensure operational excellence and the sustainability of our activities;

•   a healthy financial position to finance our growth and development.

We have always adopted a long-term vision for the development of our projects and in the same mindset, the Rubis Renouvelables division was created last June.

In 2022, EBIT and net income, Group share (excluding non-recurring items) increased by 30% and 11% respectively compared to 2021. These excellent results were driven by the recovery in overall activity, particularly in the Caribbean, with a return to the pre-Covid situation, and increased unit margins across all our activities.

SERVING THE ENERGIES OF TODAY AND TOMORROW

The energy transition and the objectives of combating climate change encourage each region to diversify its energy sources and promote a less carbon-intensive energy mix, while taking local challenges into account. We are therefore continuing our development, adapting our responses locally in order to satisfy our customers’ needs, both individuals and professionals, whether in Europe, Africa or the Caribbean.

BECOMING A LEADING PLAYER IN RENEWABLE ELECTRICITY PRODUCTION IN EUROPE

In a European context that is turning to “all-electric” and renewable energies, the Photovoltaic Electricity Production activity has become a self-evident avenue to ensure the Group’s diversification. In France, for example, the government’s target for photovoltaic fleet capacity is 35 GWp by 2028, i.e., doubled in six years.

Since the acquisition of Photosol, Rubis has become a group with predominantly renewable assets in Europe. With a secure portfolio of 503 MWp, including 384 MWp in operation as of 31 December 2022, we aim to reach more than 1 GWp by 2026. There are many growth drivers for this business line: development of rooftops and shades for professionals, penetration of new European markets and innovation (storage, hydrogen, etc.).

FACILITATING ACCESS TO ENERGY AND INFRASTRUCTURE DEVELOPMENT IN AFRICA

Demographic growth and economic development in Africa are creating a real need for energy and infrastructure, particularly in roads. Whether through bitumen for road construction, liquefied gas as a cleaner and safer energy, substitute for current fuels, or through our network of modern service stations that comply with international standards, Rubis contributes to the economic and social growth of this region.

We have many development prospects and we are seizing opportunities to strengthen our market positions and expand our offerings of complementary services. We also plan to develop photovoltaic power plants for our professional customers.

CAPITALISING ON INTEGRATED LOGISTICS TO ADD TO OUR OFFER IN THE CARIBBEAN

The main challenge in the Caribbean is energy security to ensure its economic and social development. The island configuration creates challenges in terms of supply and cost of access to energy. The Group, through its control of the logistics chain, supported the recovery of activity in 2022 and is positioned as a key player. Several projects are being studied to install electric charging stations or solar panels for professional customers.

At the same time, we are developing two hydrogen-electricity power plant projects in collaboration with HDF Energy, with the aim of decarbonising electricity production and improving energy security in this region.

ADAPTING STORAGE TERMINALS TO SUPPORT THE ENERGY TRANSITION

The Rubis Terminal JV is also adapting to demand and gradually increasing the proportion of low-carbon products in our terminals, while securing sites for the storage of new generation products. 2022 revenue increased by 6% compared to 2021, supported by growth in chemical products and biofuels.

PURSUING OUR ACTIVE CSR APPROACH

We supplemented our commitments to reduce our carbon footprint with the setting of a target to reduce Scope 3A emissions and the definition of an internal carbon price to take carbon intensity into account in our strategic choices.

We can also mention several major projects launched this year: the mapping of human rights risks, the preliminary analysis of the impact of our activities on biodiversity and the overhaul of our Code of Ethics.

SPREADING OUR CORPORATE CULTURE

The Group’s development is driven by the will to undertake and the corporate commitment. This method of organisation has demonstrated its effectiveness: it is reflected in motivated and responsible teams and flexibility, allowing responsiveness and efficiency.

Our excellent operating results are thus the result of the total involvement of our employees, whom we thank for their professionalism, their daily commitment and their adaptability in a rapidly changing energy sector.

We are embarking upon 2023 with confidence, convinced that we will be able to improve our results once again this year.

Lastly, in line with its compensation policy for its loyal shareholders, the Group will once again propose the payment of an increased dividend this year.

We are committed to the trust you continue to place in us!

Gilles Gobin and Jacques Riou
Managing Partners

1. PRESENTATION of the GROUP

General Prensentaion

History

RUBIS IS AN INDEPENDENT FRENCH GROUP, WORKING AT THE HEART OF ENERGY FOR MORE THAN 30 YEARS TO PROVIDE SUSTAINABLE AND RELIABLE ACCESS TO ENERGY TO AS MANY PEOPLE AS POSSIBLE. WE MEET THE ESSENTIAL MOBILITY, COOKING AND HEATING NEEDS OF OUR INDIVIDUAL CUSTOMERS AND PROVIDE THE ENERGY NECESSARY FOR THE OPERATION OF INDUSTRIES AND PROFESSIONALS.

WITH NEARLY 4,500 EMPLOYEES SPREAD OVER THREE GEOGRAPHICAL AREAS (AFRICA, THE CARIBBEAN AND EUROPE), OUR GROUP IS ORGANISED IN A DECENTRALISED MANNER, ENABLING US TO OPERATE OUR ACTIVITIES AS CLOSELY AS POSSIBLE TO LOCAL CHALLENGES.

1990

Creation of Rubis.

1993

Acquisition of Compagnie Parisienne des Asphaltes, which will become Rubis Terminal. Launch of the Bulk Liquid Storage activity.

1994

Acquisition of Vitogaz.
Launch of the Retail & Marketing activity in France, which will become Rubis Énergie.

1995

IPO on the Stock Exchange.

2000

Launch of international Retail & Marketing activities: Europe and Morocco, then the Antilles in 2005, Africa in 2010 and the Caribbean in 2011.

2008

International development of the Storage activity: Antwerp and Rotterdam, then Spain in 2020.

2015

New bitumen distribution activity and creation of the Support & Services activity, including trading-supply and shipping.

2020

Rubis Terminal becomes a joint venture.

2021

Acquisition of a stake in HDF Energy.

2022

Acquisition of 80% of Photosol France and creation of the Rubis Renouvelables division.

Aware of the energy sector’s key contribution to combating climate change, Rubis is diversifying its activities and its offering towards low-carbon solutions.

Key figures

 

THE FINANCIALYEAR WAS MARKED BY THE CREATION OF THE RUBIS RENOUVELABLES DIVISION, MAINLY COMPRISING RUBIS PHOTOSOL, CONSOLIDATED SINCE APRIL, BRINGING RUBIS DIRECTLY INTO THE ENERGY TRANSITION.

 

Following two years of health crisis, 2022 was marked by new extremes: a doubling in the price of oil, war in Ukraine, inflationary pressures, currency shocks and the end of the era of negative interest rates.

 

In this environment, the Group once again demonstrated the strength of its business model, generating growth in adjusted net profit(1) of 11%.

 

The multi-country, multi-segment positioning of Rubis Énergie, as well as its dual midstream/downstream structure, have enabled it to absorb the various external shocks while continuing to improve its EBIT. Rubis Photosol contributed over nine months to an EBITDA of €18 million, with an increase of +23% in plants commissioned compared to 2021. As for the Rubis Terminal JV, it increased its storage revenue by 6%.

(1) Net profit (loss) adjusted for non-recurring items (Haiti impairment, acquisition of Photosol, disposal of the terminal in Turkey and refinancing of Rubis Terminal) and IFRS 2.

STOCK MARKET INDICATORS

* Amount proposed to the Shareholders’ Meeting of 8 June 2023.

Overview of activities

Simplified organisation chart

2. ACTIVITY REPORT

2.1 Activity report for the financial year 2022

 

Rubis Group

 

Following the 2020-2021 health crisis, 2022 was marked by new extremes: a doubling in the price of oil, war in Ukraine, inflationary pressures, currency shocks and the end of the era of negative interest rates. In this environment, the Group once again demonstrated the strength of its business model, generating growth in adjusted net profit of 11%.

Rubis Énergie’s multi-country and multi-segment positioning, as well as its dual midstream/downstream structure, have enabled it to absorb the various external shocks, while the Rubis Terminal JV once again demonstrated its resilience with a 6% increase in its storage revenue and succeeded in refinancing its debt under better conditions, while increasing its duration and leverage.

Lastly, the financial year was marked by the creation of the Rubis Renouvelables division, mainly comprising Photosol, the French ground photovoltaics specialist, consolidated since 1 April, bringing Rubis directly into the energy transition.

CONSOLIDATED RESULTS

(in millions of euros) 2022 2021 Change
Revenue 7,135 4,589 +55%
EBITDA, of which 669 532 +26%
•  Rubis Énergie 680 551 +23%
•  Rubis Renouvelables 18 NA  
EBIT, of which 509 392 +30%
•  Rubis Énergie 540 412 +31%
•  Rubis Renouvelables (1) NA  
Net income, Group share 263 293 -10%
Adjusted net income(1), Group share 326 293 +11%
Diluted adjusted earnings per share(1) (in euros) 3.16 2.86 +10%
Dividend per share (in euros) 1.92(2) 1.86 +3%
Cash flow 432 465 -7%
Net financial debt (NFD) 1,286 438  
NFD/EBITDA 2.0x 0.9x  
Corporate net financial debt (corporate NFD)(3) 930 438  
Corporate NFD/EBITDA 1.5x 0.9x  
Capital expenditure, of which 259 206  
•  Rubis Énergie 215 206  
•  Rubis Renouvelables 44    
(1) Net profit (loss) adjusted for non-recurring items (Haiti impairment, acquisition of Photosol, disposal of the terminal in Turkey and refinancing of Rubis Terminal) and IFRS 2.
(2) Amount proposed to the Shareholders’ Meeting of 8 June 2023.
(3) Excluding non-recourse debt at the Photosol SPV level.

The sharp increase in EBITDA and EBIT in 2022 (26% and 30% respectively) includes the transfer to the sale price of the foreign exchange risk on certain emerging countries: the shortage of dollars was particularly felt in Nigeria, Kenya, Haiti and Suriname, exposing the currency balances in these countries to a risk of depreciation while they were converted into dollars to settle supplies. “Other finance income and expenses” reflects the corresponding losses or provisions for an amount of €80 million compared to €11 million for 2021. EBITDA and EBIT, adjusted for the foreign exchange impact in Nigeria, showed increases of 20% and 21% respectively. The situation experienced in 2022 is considered exceptional: the sale price, whether regulated or unrestricted, must include the translation risk. Where prices are unrestricted (Nigeria), customer invoicing has gradually integrated this risk. As for countries where margins are administered but where a temporary cap on prices at the pump has been put in place (with a corresponding subsidy), the profession and the authorities are in discussion to compensate the losses incurred.

The Group retains a strong ability to bounce back, with the Caribbean region driven by the economic dynamism of the North American continent, favouring tourism, good growth potential in East Africa thanks to a completely repositioned distribution franchise and a booming bitumen sector in Africa, as well as niche positions in LPG distribution in Europe, ensuring strong cash flow generation.

While the Group’s investments will increase in the photovoltaic sector from 2023 with the materialisation of a project portfolio exceeding 3.5 GWp for nearly €700 million between 2022 and 2026, the Group is not ruling out acquisitions in its historical sector, with a financing capacity of around €400 million, while maintaining its ability to pay dividends and ensuring a solid financial position.

FINANCIAL STRUCTURE

(in millions of euros) 31/12/2022 31/12/2021
Total equity 2,860 2,736
•  of which Group share 2,733 2,617
Cash 805 875
Financial debt excluding lease liabilities 2,091 1,313
Net financial debt(1) 1,286 438
Corporate net financial debt(2) 930 438
Net debt/equity ratio(1) 45% 16%
Net debt/EBITDA ratio(1) 2.0x 0.9x
Corporate net debt/EBITDA ratio(2) 1.5x 0.9x
(1) Excluding IFRS 16.
(2) Excluding non-recourse debt at the Photosol SPV level.

In total, Rubis generated cash flow of €432 million (-7%) and cash flows from operating activities of €421 million, compared to €295 million in 2021. Investments of €259 million include Rubis Énergie’s share, i.e., €215 million, of which 80% in maintenance and 20% in growth and energy transition investments, and €44 million for Photosol’s photovoltaic facilities. The price paid for 80% of the Photosol shares, plus the Mobexi shares (photovoltaic rooftops) reached €349 million. Cash flow effects, in particular the takeover of debt, recorded under change in scope, amounted to €398 million.

ANALYSIS OF CHANGES IN THE NET FINANCIAL POSITION SINCE THE BEGINNING OF THE FINANCIAL YEAR

(in millions of euros)  
Financial position (excluding lease liabilities) as of 1 January 2022 (438)
Cash flow 432
Change in working capital requirement (including taxes paid) (52)
Group investments (259)
Net acquisitions of financial assets (349)
Other flows of which lease liabilities (20)
Photosol current account taken over by Rubis Photosol (42)
Dividends paid to shareholders and non-controlling interests (202)
Dividends received and other investment flows (Rubis Terminal) 39
Increase in equity 3
Impact of change in scope of consolidation and exchange rates (398)
Financial position (excluding lease liabilities) as of 31 December 2022 (1,286)

2.2 Events after the reporting period

None.

3. RISK FACTORS, INTERNAL CONTROL and INSURANCE

 

The Group’s activities are organised around two divisions (see chapter 1):

•   Energy Distribution (Rubis Énergie – Retail & Marketing and Support & Services activities);

•   Renewable Electricity Production (Rubis Renouvelables).

Rubis SCA also owns 55% of the equity interest in the Rubis Terminal joint venture, which it controls jointly with its partner and which it accounts for using the equity method.

The diversity in the Group’s activities and the nature of the products it handles exposes it to risks that are regularly identified, updated and monitored as part of a rigorous management process aimed at mitigating these risks to the fullest extent possible, in accordance with applicable regulations, international standards and professional best practices.

Rubis has identified 15 risk factors related to its activities, considered significant and specific, divided into four categories (section 3.1).

For many years the Group has also implemented internal control procedures (section 3.2) that contribute to controlling its activities and to the effectiveness of its risk management policy.

Finally, regarding residual risks that cannot be completely eliminated, the Group ensures that they are covered by appropriate insurance policies whenever possible (section 3.3).

3.1 Risk factors

3.1.1 Introduction

Using mapping techniques, Rubis annually reviews financial, legal, commercial, technological and maritime risks liable to have a material adverse effect on its business and financial position, including its results, reputation and outlook. In addition to this risk mapping, a comprehensive review of risks by all the relevant departments is organised in order to select the risks that should be included in this chapter. The selected risks are then presented to the Accounts and Risk Monitoring Committee, a specialised Committee of Rubis SCA’s Supervisory Board.

Only those risks deemed specific to the Group and important for investors to know of as of the date of this document are described in this chapter. Investors should take all the information contained in this document into consideration.

Risk factors are divided into four categories based on their nature:

•   industrial and environmental risks;

•   risks related to the external environment;

•   legal and regulatory risks;

•   financial risks.

These categories are not presented in order of importance. Within each category, the risk factor with the greatest impact as of the date of the risk assessment is presented first. Note that the NFIS (Non-Financial Information Statement) contains a description of non-financial risks. Depending on their importance, some of those risks are also included in the risk factors described in this chapter. To avoid unnecessary repetition for the reader and to present each risk factor concisely, this chapter contains references to chapter 4 “CSR and Non-Financial Performance”, which includes a detailed presentation of the Group’s management of its environmental, social and societal risks.

The description of Rubis’ main risk factors (see below) presents the possible consequences in the event the risk does materialise and provides examples of measures implemented to reduce such consequences. The level of risk assessment presented is relative, i.e., it makes it possible to measure the importance (impact/probability) of the risks presented in this document in relation to each other and not in relation to similar risks presented by other issuers. Thus, the highest level of risks presented in this document does not necessarily correspond to the highest level of risks of other operators.

Probability:   Low    Medium    High                           Impact:  Low    Medium     High 
Category Risk Probability Impact
Industrial and environmental risks Risk of a major accident in industrial facilities
Risk of a major accident in distribution facilities
Risks related to product transport    
 Shipping
 Road transport
Risks related to information systems
Risks related to the development of photovoltaic power plant projects
Risks related to the external environment Country and geopolitical environment risks
Climate risks
Risks related to changes in the competitive environment
Legal and regulatory risks Risks related to a significant change in regulations
Legal risks
Ethics and non-compliance risks
Financial risks Foreign exchange risk
Risk of fluctuations in product prices
Risks related to acquisitions
Risks related to management of the equity interest in the Rubis Terminal JV

3.2 Internal control

3.2.1 Internal control framework

Framework

For the following description of internal control procedures, Rubis referred to the French Financial Markets Authority (Autorité des Marchés Financiers – AMF) guide dated 22 July 2010, which sets out a reference framework for risk management and internal control.

However, Rubis has adapted the AMF framework’s general principles to fit its business and own characteristics.

Objectives

Rubis has put in place a certain number of procedures designed to ensure that:

•   its activities comply with laws and regulations;

•   the instructions and strategic goals defined by the corporate bodies of Rubis SCA and its subsidiaries are applied;

•   the Company’s internal processes run smoothly, particularly processes that contribute to safeguarding its assets;

•   financial information is reliable;

•   a process exists for identifying the principal risks linked to the Company’s business;

•   there are tools to prevent fraud and corruption.

Like any internal control system, the system put in place by Rubis cannot provide an absolute guarantee that the Company will be able to achieve its objectives and eliminate all risks.

Scope

This section sets out the procedures applicable to Rubis Énergie, wholly-owned by Rubis SCA, and its sub-subsidiaries, as well as to Rubis Photosol and its sub-subsidiaries. These procedures are distinct due to the specificities of the two organisations and are therefore described separately.

The Rubis Terminal JV is managed jointly with the partner. The joint venture’s General Management is responsible for setting up and ensuring internal controls (in accounting, financial and risk matters) in accordance with applicable standards and regulations and its shareholders’ expectations. Details about this joint venture are provided in section 3.2.4 of this chapter.

System components

Although it has acquired an international scale, Rubis wishes to remain a decentralised organisation that is close to the field so that it can provide its customers with solutions that are adapted to their needs by having the ability to take the necessary operational decisions quickly. Regular exchanges, conducted whenever necessary, between the Management Board, on the one hand, and the General Management and functional departments of Rubis Énergie and its foreign subsidiaries on the other hand, are the cornerstone of this organisation.

This managerial model gives the Manager of each industrial site or subsidiary a large degree of autonomy for managing his/her activity. However, such a delegation of responsibility is closely tied to complying with established procedures regarding accounting and financial information and risk monitoring, as well as regular controls by Rubis SCA’s relevant departments and by the functional departments of Rubis Énergie and Rubis Photosol (see sections 3.2.2.3 and 3.2.3.2).

Lastly, the Management Board inform Rubis SCA’s Supervisory Board (through its Accounts and Risk Monitoring Committee) of the essential characteristics of the Group’s internal control and risk management procedures. The Supervisory Board ensures that the main identified risks have been taken into account in the Company’s management and that systems designed to ensure the reliability of accounting and financial information are in fact in place (see chapter 5, section 5.3.2).

3.3 Insurance

The Group has taken out several insurance policies in order to offset the financial consequences of materialised risks. The main policies cover both property damage and operating losses as well as civil liability.

Specific policies have also been put in place for the Group’s newly-developed businesses.

Finally, the Group has also taken out a policy covering its Senior Managers’ civil liability.

Insurance programmes are taken out with leading international insurers and reinsurers. The Group believes that these programmes are suited to the potential risks linked to its activities. However, the Group cannot guarantee that in the event of a claim, and an environmental claim in particular, all financial consequences will be covered by insurance. The Group also cannot guarantee that it will not suffer any losses that are uninsured.

3.3.1 Rubis SCA

Senior Managers’ civil liability

Senior Managers of Rubis SCA and its controlled subsidiaries are insured, as are Senior Managers of designated 50%-owned joint ventures.

The policy covers the financial consequences of incidents resulting from any claim involving the individual or joint and several civil liabilities of the insured persons and attributable to any professional misconduct committed by such insured persons in the performance of their management duties.

The cover is capped at €10 million per year for front-line insurance, €10 million per year for second-line insurance and €30 million per year for third-line insurance, all losses combined.

4. CSR and NON-FINANCIAL INFORMATION / NFIS /

Although it has acquired an international dimension, Rubis has remained a company on a human scale which, through a decentralised organisation, encourages professionalism, experience and autonomy of its employees, who assume all the responsibilities linked to their positions, including the management of non-financial risk. Rubis believes that involving Management in CSR issues at all levels of the organisation is key to ensuring the sustainability of its activities (section 4.1.1). To better focus its efforts, the Group has carried out a risk analysis that identified 15 risks as being the most material in terms of its activities (section 4.1.2). These risks are grouped around five priority challenges that underpin the Group’s CSR approach:

•   limiting our environmental impact (section 4.2.2);

•   operating in a safe environment (section 4.2.3);

•   fighting against climate change (section 4.3);

•   attracting, developing and retaining our talents (section 4.4);

•   operating responsibly and with integrity (section 4.5).

4.1 Non-Financial Information Statement / NFIS /

This section includes Rubis’ CSR strategy, in line with the Non-Financial Information Statement (NFIS) requirements provided for by European Directive 2014/95/EU transposed by French Government Order 2017-1180 and implementing decree 2017-1265. This NFIS presents:

•   the main risks related to the Group’s activities(1);

•   the policies implemented to address those risks;

•   monitoring indicators and their results.

4.1.1 A model for sustainable growth

A diagram presenting the Group’s business model is available in chapter 1 of this document on pages 16-17.

4.1.1.1   Activities structured around three businesses and one joint venture

As an independent player in the energy sector, present in around 40 countries in Europe, the Caribbean and Africa, Rubis is structured around three businesses:

•   two operated by Rubis Énergie:

•   Retail & Marketing of fuels, liquefied gas and bitumen,

•   Support & Services, supporting the Retail & Marketing activity: trading-supply, shipping and refining;

•   a new Renewable Electricity Production division created in 2022, Rubis Renouvelables, including:

•   Rubis Photosol, one of the leading independent producers of photovoltaic electricity in France,

•   the acquisition of an 18.5% stake in the capital of HDF Energy, a global pioneer in hydrogen electricity.

In addition, the Rubis Terminal JV carries out a Bulk Liquid Storage activity (petroleum and chemical products, biofuels, fertilisers, agrifood products) on behalf of diverse industrial customers.

(1) Including, for this Non-Financial Information Statement, the activities of the Rubis Terminal JV, in which Rubis SCA holds a 55% stake and over which it lost exclusive control on 30 April 2020.

Details of the scope of the NFIS

Exclusion of Rubis Photosol for financial year 2022

In accordance with the rules defined by Rubis, any acquisition of an entity (change in scope) is gradually taken into account in the CSR scope and not before the first full financial year occurring after the date of integration of the entity in the financial scope. For the sake of consistency with the financial scope, it was decided to exceptionally take into account social data (excluding training data) from the financial year 2022. The other CSR stakes require an analysis of the risks and opportunities, the definition of policies to address them and associated objectives during the financial year 2023, as this is a new activity for the Group. For further information, please refer to the methodological note in section 4.6 of this chapter.

In accordance with the EU Taxonomy Regulation 2020/852, Rubis Photosol has been included in the 2022 taxonomy indicators since its consolidation in the financial scope, i.e., 1st April 2022.

Contribution of the Rubis Terminal JV

In accordance with the applicable regulations (Article L. 225-102-1 of the French Commercial Code), the activities of the Rubis Terminal JV, which Rubis SCA holds at 55% and over which it lost exclusive control on 30 April 2020, are included in this Non-Financial Information Statement. The Rubis Terminal JV data are presented as follows: environmental data presented at 100% and Group share (55%); greenhouse gas emissions at 55% in accordance with official methodologies; social/health and safety data at 100%, societal data at 100%. For further information, please refer to the methodological note in section 4.6 of this chapter.

Rubis’ development strategy is based on specialised market positioning, a robust financial structure and a dynamic acquisition policy. In addition to these commercial and financial elements, the development strategy also incorporates non-financial objectives that allow the Group to pursue sustainable growth. The regularity of the teams’ performance stems from a corporate culture that values entrepreneurial spirit, flexibility, accountability and the embracing of socially responsible conduct. Rubis conducts its activities by implementing a CSR approach that contributes to the United Nations’ Sustainable Development Goals (SDGs).

4.1.1.2   Empowerment and freedom of initiative: people at the heart of the organisation

In keeping with its motto: “The will to undertake, the corporate commitment”, Rubis puts human relationships at the heart of its organisation. Individually empowering men and women who contribute to its activities means promoting freedom of initiative and the ethical, social and environmental values that Rubis wishes to see respected by all.

The Group aims to act with professionalism and integrity across its entire scope.This requirement safeguards against any wrongdoing that could be prejudicial to the company, employees, business relations or to any other external stakeholder, and is reflected in the following principles, detailed in the Rubis Group Code of Ethics (see section 4.5.1):

•   compliance with applicable legislation and regulations;

•   promotion of safety and respect for the environment;

•   respect for individuals;

•   rejection of all forms of corruption;

•   prevention of conflicts of interest and insider trading;

•   compliance with competition rules.

4.1.1.3    Strengthened CSR governance thanks to committed management that is aware of ethics, social and environmental risks

The CSR policy is driven by Rubis SCA’s Managing Director in charge of New Energies, CSR and Communication in conjunction with the Management Board. She is supported by the Group CSR & Compliance Department, which is responsible for proposing the CSR policy’s guidelines and driving the approach in coordination with the various Departments involved (Climate, HSE, Human Resources, Finance, Legal, and Social Engagement).

Since 2015, part of the Managing Partners’ annual variable compensation has been linked to ethics, social and environmental criteria (see chapter 5, section 5.4.2). These criteria are also included in the framework letters that set out the annual objectives of Rubis Énergie’s Senior Managers. A presentation of the initiatives taken and results obtained is made to the Supervisory Board’s Accounts and Risk Monitoring Committee each year.

In 2022, Rubis continued to expand its CSR teams, both at Group level and in Rubis Énergie’s CSR & Climate Department. A network of 35 CSR Advisors throughout the subsidiaries has been set up to ensure the deployment of Rubis’ CSR approach in all entities.

Rubis Photosol created the position of CSR Manager in January 2023, whose mission is to roll out and adapt the Group’s CSR strategy to this new photovoltaic electricity activity.

CSR GOVERNANCE

 

The Rubis Terminal JV continues to implement the CSR policy it has defined to date, in line with Rubis’ general principles. In accordance with regulations, as a subsidiary that is 55% owned by Rubis SCA, the Rubis Terminal JV continues to report its annual CSR data to the Group so that they can be included in this Non-Financial Information Statement. However, as this entity is jointly controlled by Rubis SCA and its partner, the CSR policy is now steered and monitored by the joint venture’s Board of Directors, on which Rubis SCA is represented. The joint venture’s CSR objectives are adopted by its Board of Directors. As a shareholder, Rubis SCA ensures that the Rubis Terminal JV complies with CSR standards that are at least equivalent to its own.

Lastly, the Rubis SCA Accounts and Risk Monitoring Committee monitors the analysis of the Group’s main ethics, social and environmental risks and the corrective measures taken to prevent such risks (see chapter 5, section 5.3.2).

4.1.1.4   A continuous improvement approach

Since 2011, the year in which Rubis issued its first CSR report, the Group has been committed to a continuous improvement process in its approach to CSR.

 

2022 HIGHLIGHTS

2022 was an opportunity for the Rubis Group to consolidate the implementation of its new CSR approach. Initiated in 2021, with the publication of the CSR Roadmap Think Tomorrow 2022-2025, the Group actively continued to roll out its commitments, in particular with:

•   the acceleration of investments in renewable energies, with the completion of the acquisition of an 80% stake in Photosol;

•   the conclusions of the assessment mission on the decarbonisation of activities, making it possible to identify operational actions to achieve the climate strategy defined in 2021;;

•   continued strengthening of teams to accelerate the implementation of the CSR approach;

•   the launch of a biodiversity project, with the initial assessment of the biodiversity footprint of the main Rubis Énergie business units;

•   the organisation of a CSR seminar bringing together nearly 80 participants over three days, in particular all of the CSR Advisors as well as the General Managers of the subsidiaries;

•   the preparation of a human rights risk mapping.

THE CSR ROADMAP, THINK TOMORROW 2022-2025

In September 2021, the Group published its first CSR Roadmap, Think Tomorrow 2022-2025.

With this roadmap, Rubis is bolstering and steering its CSR strategy in line with the United Nations’ Sustainable Development Goals (SDGs). It is built around three areas broken down into nine commitments presented in the NFIS risk table in section 4.1.2.2 of this chapter:

•   pillar 1: reducing our environmental footprint;

•   pillar 2: providing a safe and stimulating working environment;

•   pillar 3: contributing to a more virtuous society.

These commitments are combined with 19 objectives and indicators, such as:

•   reducing CO2 emissions resulting from operations: -30% by 2030 (2019 baseline) in scopes 1 and 2 (Rubis Énergie scope), an objective that was revised upwards compared to the objective communicated previously (-20% initially announced in June 2021, same scope). An additional target of a 20% reduction in scope 3A CO2 emissions by 2030 (2019 baseline) (Rubis Énergie scope, mainly outsourced maritime and road transport items, i.e., 45% of scope 3A) was defined in 2022;

•   reducing the number of accidental spills in excess of 200 litres of products with an impact on the environment (number of spills in 2025 < than that of 2020, i.e., 20);

•   continuously reducing occupational accidents with lost time for employees and service providers at our facilities: until 2025, frequency rate < 4.5 for employees, and number of accidents with lost time decreasing for service providers and achieving the objective of “zero fatal accidents” each year;

•   increasing the number of women in senior management: 30% women on average in Management Committees by 2025;

•   raising awareness of employees about business integrity: 100% of employees to improve their awareness of ethics and anti-corruption rules in 2023.

Comprehensive information about this roadmap (which has been rolled out in the subsidiaries, which adapt the roadmap according to their local challenges) is available on our website at: https://www.rubis.fr/uploads/attachments/ Rubis_CSR%20roadmap_2022_2025-EN.pdf.

MONITORING OUR CSR PERFORMANCE

Rubis SCA wishes to continue its transparency efforts and to interact more proactively with non-financial rating agencies. In 2022, Rubis’ efforts were recognised by, in particular:

•   MSCI, which renewed Rubis’ AA rating;

•   CDP, which awarded Rubis a B rating on the Climate Change questionnaire.

 

OUR CONTRIBUTION TO THE SUSTAINABLE DEVELOPMENT GOALS (SDGS)

Rubis’ approach, as well as the associated objectives and actions, are in line with the 17 UN Sustainable Development Goals (SDGs), some of which relate more directly to the Group’s activities through their positive contributions:

 

4.2 Limitin our environmental impact and operating in a safe environment

Protecting people and the environment is everyone’s business and a priority for Rubis. As a committed and responsible company, the Group continuously works to protect its environment (section 4.2.2) and seeks to operate safely (section 4.2.3). To manage this approach to quality, health, safety and the environment, the Group has defined a general framework and a governance system has been implemented for each activity (section 4.2.1).

4.2.1 Our QHSE approach / NFIS /

4.2.1.1    General principles

A general framework for quality, health, safety and the environment (QHSE) has been defined in order to prevent risks and to limit the negative impacts of our activities.

The QHSE policy framework, which is referred to in the Group’s Code of Ethics, states that each employee must act responsibly when performing his/her duties, comply with the health, safety and environmental protection procedures on site, and pay particular attention to compliance with these rules by all parties (colleagues, suppliers, external service providers, etc.). This framework constitutes the common foundation for all the Group’s activities.

In order to account for the challenges and risks that are specific to Rubis Énergie’s activities and those of the Rubis Terminal JV, each of them has drawn up their own QHSE policy consistent with the Group’s general principles.

Concerning Rubis Photosol, the integration work will focus on potential adjustments to its QHSE policy during 2023 and the setting of an action plan and related objectives. These policies clarify the Group’s principles by transposing them into operational requirements. Dedicated governance has been set up for the implementation of these policies.

The main objective of these QHSE policies is to prevent risks in order to better protect physical and environmental integrity and to minimise the impacts of a major accident (see section 4.2.3). This is reflected in the implementation of the measures required to limit incidents as far as possible and thereby reduce the probability of a severe event occurring. In addition, the Group also strives to reduce its environmental footprint (see section 4.2.2).

4.2.1.2    Management system

OVERSEEING OF RISK MANAGEMENT

The implementation of QHSE policies is overseen by facility Managers who are assisted by Rubis Énergie’s and the Rubis Terminal JV’s industrial, technical and HSE Departments. At larger sites, quality and/or HSE engineers are also involved in this process. The General Managers of Rubis Énergie’s subsidiaries and their functional departments report on their HSE work at Management Committee meetings that are held within each division twice a year, in the presence of Rubis SCA’s Management Board. The Rubis Terminal JV’s management reports on the implementation of its HSE policy and its results to its Board of Directors, on which Rubis SCA has representatives.

Rubis Énergie (Retail & Marketing and Support & Services activities)

Rubis Énergie believes that it is essential to protect the health and safety of people and property located in or near its facilities. As such, Rubis Énergie has established a “Health, Safety and Environment (HSE) Charter”, which requires its affiliated companies to comply with HSE objectives that it considers to be fundamental (and which sometimes go beyond locally applicable regulations), and with the additional aim of heightening employee awareness about safety.

These general objectives are to be achieved through the following key measures:

•   disseminating Rubis Énergie’s fundamental HSE principles within its subsidiaries in order to create and strengthen HSE culture;

•   implementing sector-specific best business practices;

•   having document systems established in accordance with “quality” standards ensuring reliability and safety of operations;

•   regularly assessing technological risks;

•   enhancing preventive facility maintenance;

•   regularly inspecting facilities and processes (transport activities included) and addressing any identified deficiencies;

•   analysing all incidents and proposing to all subsidiaries lessons learned documents on notable events in order to avoid their recurrence;

•   regularly training employees and raising awareness about technological risks.

Depending on the activity, the following actions are also taken:

•   taking care to analyse the state of facilities in light of specific Group standards and local regulations and, as necessary, scheduling work to bring them up to standard;

•   joining organisations or associations (GESIP, JIG, IATA, Oil Spill Response Ltd, WLPGA, Eurobitume, Energy Institute) in order to share feedback and implement the best practices of the profession, as well as to benefit from specialised expertise for operations or in the event of an incident (see details in section 4.2.2.1) and maritime pollution liable to occur during loading/unloading operations in Rubis Énergie’s depots.

Rubis Terminal JV (Storage activity)

The Management of the Rubis Terminal JV has rolled out the shared cultural values, including the principles of the “Always safe” safety culture, to all its subsidiaries and joint ventures.

Its three fundamental principles are:

•   “safety is in our DNA”, the integration of safety as a priority at all levels of the Company;

•   “prevention culture”, openly share knowledge and experiences in order to improve prevention and integrate it upstream of design and operations;

•   “proactive attitude”, reflect and analyse in order to act before an event occurs by having a positive, honest and transparent attitude to help each other detect dangerous situations and correct them quickly.

The Rubis Terminal JV considers that protecting health and safety contributes to the Company’s success and should therefore never be neglected, and that action must be taken upstream to avoid accidents and occupational illness. The Management of each Rubis Terminal JV industrial site has the obligation to ensure that regular audits assessing compliance with safety principles and standards take place. Performance indicators have been put in place in order to trigger and monitor a continuous improvement process with respect to health and safety.

The Rubis Terminal JV’s General Management and that of each facility make an annual commitment to employees, customers, suppliers, governments and local residents, pledging to apply a QHSE policy incorporating safety improvement targets specific to each site. Managers also agree to adhere to recognised international QHSE standards, which are set out below.

Finally, the Rubis Terminal JV has committed to a multi-year quantified programme for reducing its energy consumption and its CO2 and atmospheric emissions through the internal distribution of a document entitled “Group objectives for environmental impacts and energy consumption” to limit its environmental footprint.

Following its materiality analysis carried out in 2022, a roadmap “Rubis Terminal Infra Sustainability Mid Term Roadmap 2022-2030” was drawn up with medium-term commitments and was validated by its Board of Directors.

This document, built on the principle of the 3Ps (People, Planet, Prosperity), taking into account the materiality of its activity on its environment, details objectives in terms of reducing greenhouse gas emissions, and monitoring sustainable and safe operational methods, while mitigating its impact on the environment. In addition, the environmental policies of the Rubis Terminal JV define the monitoring and improvements of energy and water consumption and waste management, the results of which are presented in the corresponding sections of this chapter (section 4.3.4.3 for the carbon intensity of the activity, section 4.2.2.3.1 for water consumption and section 4.2.2.3.2 for waste management).

The following actions are also implemented:

•   monitoring of programmes such as HACCP or GMP+ (see table below), under which the Rubis Terminal JV has committed to complying with the sector’s regulatory provisions and professional recommendations for its various activities, comparing its practices with best industrial practices and to constantly seek to improve its performance in the areas of safety, health and environmental protection;

•   regarding the chemical product storage depots, joining the Chemical Distribution Institute – Terminals (CDI-T), a non-profit foundation working to improve safety at industrial sites in the chemicals industry.

Site certification

Certain operated sites are certified, particularly those classified as Seveso.

  Some of Rubis Énergie’s distribution or industrial activities (Vitogaz France, Sigalnor, SARA, Lasfargaz, Rubis Energia Portugal, Vitogaz Switzerland, Rubis Energy Kenya, Vitogas España and Easigas) are ISO 9001-certified (quality management system), as are all of the Rubis Terminal JV’s depots.
  The activities of SARA (refinery), Vitogaz Switzerland, Vitogas España and Rubis Energia Portugal (Retail & Marketing) are ISO 14001-certified (environmental management system), as are all of the Rubis Terminal JV depots with a chemical product storage activity. This standard provides a framework for controlling environmental impacts and seeks to ensure the continuous improvement of its environmental performance.
  The activities of Vitogaz Switzerland and the Rubis Terminal JV’s Spanish depots are certified ISO 45001, while the activities of Rubis Energia Portugal and the Rubis Terminal JV’s Spanish depots are OHSAS 1800-certified (occupational health and safety management)
  For the Rubis Terminal JV’s chemical product depots, the Chemical Distribution Institute – Terminals (CDI-T) is in charge of inspections and audits of the transport and storage elements of the global chemical product supply chain.
  The Rubis Terminal JV’s Dunkirk site has a continuous risk management approach regarding the storage of foodstuffs. Employees are trained in best practices through the analysis of food risks. They apply the principles of this approach, known as HACCP, and know how to meet the particular needs of the food sector, such as product traceability throughout the logistics chain. Moreover, the terminal has declared that it stores products used for animal feed. This has been registered with the DDPP (Direction départementale de la protection des populations – Regional Directorate for the Protection of Populations). Finally, this site is preparing to obtain GMP+B3 certification for the transhipment and bulk storage of liquids used for animal feed.
  Vitogaz France has held NF Service Relation Client (NF345) certification since 2015. It was the first French company to obtain certification under the new version 8, in December 2018.
Revised in 2018, NF Service Relation Client certification is based on international standards ISO 18295- 1 & 2. A guide to best practices in customer relationship management, it takes customer expectations into account and aims to guarantee constant improvements to service quality. For Vitogaz France, this approach to seeking excellence in customer experience aims at establishing a long-lasting commercial relationship, delivering quality service over time, ensuring that transmitted information is exhaustive and clear, and acting promptly in accordance with its commitments.
  The Spanish depots of the Rubis Terminal JV, as well as the Rotterdam and Dunkirk terminals, are certified ISCC, and ISCC+ for Dunkirk. This certification indicates that traceability is ensured from the collection of raw materials (from biomass or waste and residues) to the transformation process, in accordance with this international sustainability standard applicable to all sectors.

32% of Rubis Énergie’s industrial sites (Retail & Marketing and Support & Services activities) have at least one certification (ISO 9001, 14001 and 45001).

100% of the Rubis Terminal JV’s industrial sites have at least one certification.

4.3 Fighting against climate change / NFIS /

The Group recognises the importance and urgency of the fight against climate change; we are aware of the challenges facing our sector in terms of the energy transition. The oil and gas sector plays a key role in access to energy. This is essential to meeting the basic needs of populations (travel, heating, keeping cool, lighting, cooking) and supporting their development. Nevertheless, even today, a large proportion of the population in many of the regions in which we operate (Africa in particular) is deprived of access to energy.

The changing expectations of society and the need to reduce greenhouse gas emissions worldwide are thus leading us to strike the right balance by taking into account:

•   the need to contribute to the fight against climate change by reducing the CO2 emissions related to its activities;

•   the expectations of those who want access to affordable and reliable energy so they can meet their essential needs and the social-economic impacts of energy transition. Rubis therefore has a role to play in ensuring that this transition is as just as possible.

In this context, the Group is transforming itself into a multi-energy group, in particular through the acquisition of Photosol in 2022, a photovoltaic electricity producer, in order to support the energy transition by taking into account local realities and needs.

Furthermore, the CSR Roadmap, Think Tomorrow 2022-2025, published by Rubis in September 2021, includes the Group’s climate commitments (see section 4.3.4).

This section is structured in accordance with the recommendations of the Task Force on Climate-Related Finance Disclosures (TCFD) (see correspondence table at the end of this chapter, in section 4.3.5).

4.3.1 Governance

Management’s role

Rubis has set up a structured governance system involving all levels of management to ensure that these climate challenges are fully incorporated into the Group’s strategy.

The Managing Director in charge of New Energies, CSR and Communication at Rubis SCA is responsible for these issues at the Group’s Management Committee level, of which she is a member.

She also chairs the Climate Committee, which met three times in 2022.This Committee is made up of the Group CSR Director & Chief Compliance Officer, Rubis Énergie’s General Management and its Finance, CSR, HSE and Risk-Resources Directors (Rubis Énergie is the main contributor to the Group’s carbon footprint assessment), and a representative of the Rubis Terminal JV. Rubis Énergie’s Climate & New Energy team, which was created in 2020, provides input to the Climate Committee and coordinates the operational efforts made by all the Group’s subsidiaries. The Committee’s key role is to:

•   monitor the Climate action plan, which is based around the three pillars, “measure, reduce, contribute to carbon neutrality”;

•   monitor changes in the carbon footprint and the avenues to reduce it;

•   propose solutions for the transition to low-carbon growth in the distribution of energy products.

The principal players in this transition are trained in carbon accounting techniques and climate challenges. In particular, in November 2022, during a CSR seminar bringing together the General Managers of the subsidiaries, all the CSR Advisors, as well as part of the Group’s General Management (nearly 80 people), a session was organised on the Climate Fresco, to raise awareness of global warming. Rubis SCA and Vitogaz Switzerland also organised a Climate Fresco session to raise awareness among their teams.

Moreover, as part of the review of Rubis Énergie’s decarbonisation objectives, four webinars were organised for subsidiary General Managers, CSR Advisors and employees of subsidiaries involved in the decarbonisation of activities. These webinars made it possible to present Rubis Énergie’s scopes 1 and 2 decarbonisation trajectory (2019-2030), the full carbon assessments since 2019 and the scope considered, as well as to illustrate how to calculate tonnes of CO2 avoided according to the decarbonisation actions implemented (solarisation, installation of LED bulbs, purchase of electric vehicles, etc.).

In addition, some subsidiaries have launched more specific training actions for their employees on climate challenges and their strategy to reduce CO2 emissions. For example, Vitogaz France has set up regular communication on these topics and organised “Personal Carbon Footprint Assessment” sessions to enable everyone to see their own impact and remain mobilised. Société Réunionnaise de Produits Pétroliers (SRPP) organised awareness-raising workshops for all its employees as part of the CEE SEIZE programme (understanding the climate and energy challenges of the region, knowing the eco-friendly practices adapted to the context of their business, acquiring best practices in terms of electricity demand management (EDM). Galana (Madagascar) organises monthly awareness sessions for its employees, with, for example, quizzes or competitions between employees. SARA produced videos on the roadmap and decarbonisation, distributed to its sites, and organised a carbon footprint assessment training for SARA’s main internal players.

In 2023, Rubis Énergie will define a strategy to coordinate and raise awareness of climate challenges among all employees of the Group’s subsidiaries.

Monitoring by the Supervisory Board

Rubis SCA’s Supervisory Board is responsible for monitoring of the Group’s climate strategy and performance. In the framework of its work on this subject, the Supervisory Board relies on its specialised Committee, the Risk Monitoring Committee. At meetings held in March and September 2022, the Committee examined the Group’s current climate challenges, including a review of the presentation of the climate risk factor included in the risk factors published by the Group, the presentation of CO2 emission reduction targets, and a progress report on the work carried out in respect of the European taxonomy on “adaptation to climate change” and “mitigating climate change” objectives. The Supervisory Board was also informed about Rubis’ strategy for developing in the area of renewable energies (acquisition of Photosol) and progress on the assessment of the measures for decarbonising Rubis’ activities launched in 2021.

The importance the Group attaches to climate issues is reflected in, among other things, the inclusion since financial year 2019 of an energy efficiency performance criterion that is considered when allocating annual variable compensation to the Management Board. This criterion is based on meeting targets that aim to improve the carbon intensity (operational efficiency) of the Retail & Marketing and Support & Services activities (Rubis Énergie). The satisfaction of this criterion is verified by the Group’s Compensation and Appointments Committee each year and is submitted to Annual Shareholders’ Meetings for approval.

4.4 Attracting, developing and retaining talents

Mindful that employee commitment is key to the Group’s success, Rubis ensures that individuals have the opportunity for professional development, with the aim of attracting, developing and retaining its talents. To do so, Rubis focuses its efforts on promoting diversity and equal opportunities (section 4.4.1), employee skills development (section 4.4.2), health, safety and well-being at work (section 4.4.3) and involving employees in the Group’s value creation (section 4.4.4).

Group risk mapping has identified the main human resources risks related to the Group’s activities. These risks mainly concern the health and safety of employees and external service providers working at Group sites. Apart from these risks, a key challenge relating to human resource management was identified by the relevant Management in each division: attracting, developing and retaining talent while the Group grows and where human resources must be adapted to Rubis’ development strategy. This challenge is dealt with in this chapter.

In line with its corporate culture and in order to make the most of its human capital and better address the specificities involved in the Group’s activities, the deployment of Rubis’ human resources policy has been decentralised. Rubis Énergie and its subsidiaries, Rubis Renouvelables and its subsidiary Rubis Photosol, as well as the Rubis Terminal JV, manage their human resources autonomously in line with Rubis’ values and implement local actions adapted to their needs and challenges.

In addition, in order to support skills development and foster internal mobility, a project relating to establishing a process for identifying and supporting Talents was launched in Rubis Énergie at the end of 2021. Interviews with the Group’s key players were carried out and a Steering Committee was created bringing together Group employees from various functions, activities and business lines. These steps made it possible to define a notion of “Potential” and “Talent” that can be applied in all the Group’s territories and activities, as well as to validate common detection and identification criteria. Following a validation phase of these processes at the end of 2022 via the “pilot” subsidiaries, the rollout of this system across all Rubis Énergie entities began in the first quarter of 2023 and will then be renewed annually.

Employee status and fluctuations in numbers

As of 31 December 2022, the Group had 4,498 employees, including 573 at the Rubis Terminal JV. Within Rubis Énergie, headcount increased in the Europe zone in particular (+4%). The 112 employees of Rubis Photosol, acquired in April 2022, are included in the Group’s headcount and in all social data for 2022 (excluding training data).

The Group’s shipping activity requires the use of crews who are hired through interim agencies or under a limited term employment agreement. As of 31 December 2022, the headcount of crew members who had signed an employment contract with a Group entity (under international temporary contracts) or with an interim agency, stood at 225. These non-permanent employees are not taken into account in the published social metrics. However, Rubis is particularly careful to ensure that the working conditions of these crews comply with the ILO (International Labour Organization) conventions applicable to them (see section 4.5.1.1). In 2022, no non-compliance was reported during the external audits carried out on compliance with the Maritime Labour Convention.

CHANGE IN PERMANENT EMPLOYEES BY DIVISION AND BY REGION

Number of employees 31/12/2022 31/12/2021 31/12/2020 2021/2022
change
Rubis Énergie (Retail & Marketing/Support & Services)(1) 3,788 3,685 3,669 +2.8%
Europe 707 680 672 +4%
Caribbean(2) 1,263 1,242 1,322 +1.7%
Africa 1,818 1,763 1,675 +3.1%
Total France (including French overseas departments, territories and collectivities) 737 730 729 +1%
Rubis SCA/Rubis Patrimoine (France) 25 24 24 +4.2%
Rubis Photosol (France) 112 NA NA NA
TOTAL 3,925 3,709 3,693 +5.8%
Rubis Terminal JV(3) 573 626 449 -8.5%
•  of which France 305 296 282 +3%
TOTAL INCLUDING THE JV 4,498 4,335 4,142 +3.8%
(1) Employees in France are included in the headcount of the regions to which they are assigned (Europe, for mainland France, the Caribbean for Guadeloupe, Martinique and French Guiana, and Africa for Réunion Island).
(2) Previously, non-permanent employees (vessel crews) were accounted for in the Caribbean headcount. In the context of the restructuring of its CSR approach, Rubis decided to put in place differentiated monitoring indicators in order to take the specificities of managing these teams in to account.
(3) Significant increase between 2020 and 2021 due to the integration of the Tepsa subsidiary (167 employees). Decrease between 2021 and 2022 due to the exit of Rubis Terminal Petrol.

4.4.1 Promoting diversity and equal opportunities / NFIS/

 

Diversity and inclusion are part of the Group’s DNA. They are an asset to the Company and key to the effectiveness of its teams.The Group is committed to ensuring that there is no discrimination based on origin, religion, gender or sexual orientation, health status and/or disability, political views, religious beliefs or family status. These values are clearly stated in the Group’s Code of Ethics. To ensure that each individual is protected against discrimination, a whistleblowing system (Rubis Integrity Line) has been rolled out across the entire Group so that any situation undermining the Group’s values and those of its subsidiaries can be reported. The Integrity Line allows all Group employees as well as external and temporary workers to securely report any alerts via a website (see section 4.5.1.1).

Since combatting discrimination is a major issue in the area of employment, the Group has set itself the target of there being zero proven reports of discrimination, notably through the application of its ethics hotline.

4.4.1.1       Gender equality

RISKS

The Group mainly carries out its activities in an industrial environment in which men have historically been the majority. In line with its principles of non-discrimination and convinced that the lack of diversity is detrimental to the creation of value, the Group has taken initiatives to help talent to flourish without any gender distinction.

GENDER BREAKDOWN WITHIN THE GROUP AS OF 31/12/2022

Rubis Group (including the Rubis Terminal JV) Rubis Group (excluding the Rubis Terminal JV)
   

MEASURES TAKEN TO IMPROVE GENDER EQUALITY IN THE WORKPLACE

Measures to improve professional equality between men and women are progressively being implemented within Group entities. For example, Rubis Énergie’s Jamaican subsidiary (Rubis Energy Jamaica) is one of the first companies in the English-speaking Caribbean to have committed, in March 2019, to the gender equality certification process devised by the United Nations Development Programme (Gender Equality Seal). This certification includes the following objectives:

•   eliminating gender-based pay gaps;

•   increasing the role of women in decision-making;

•   improving work/life balance;

•   improving women’s access to traditionally male jobs;

•   eradicating sexual harassment in the workplace;

•   communicating in a more inclusive, non-sexist, way.

Company agreements promoting the inclusion of women and gender equality in the workplace have also been entered into in some of the Group’s subsidiaries and complement existing measures in the area of fighting against discrimination in hiring, the promotion of equal pay, career development, etc.

For instance, Vitogaz France entered into a company agreement aimed at facilitating women’s access to positions of responsibility, neutralising the impact maternity/adoption leave periods have on professional evaluation and career development and, lastly, balancing work and family obligations.

In 2021, SRPP (Réunion Island) renewed its company agreement with four objectives (which are monitored by defined quantitative indicators) aimed at promoting professional equality between men and women:

•   achieving an equal percentage of review of individual situations by gender over the term of the agreement;

•   ensuring equal access to training for both men and women;

•   when recruiting for permanent, fixed-term or temporary contracts, presenting at least one female candidate in predominantly male sectors (at gas filling plants for example); likewise, presenting at least one male candidate in predominantly female sectors (administrative and accounting services for instance);

•   100% of employees will have an interview with their Manager upon return from maternity or parental leave and 100% of requests for paternity leave will be granted on first request and on the dates selected by the employee.

Communication campaigns were also launched to highlight women’s involvement in the Company and to help combat gender stereotyping in the workplace. For example, the Rubis subsidiary operating in the eastern Caribbean (Rubis Caribbean) is actively involved in the international Women’s History Month campaign, which consists of putting the spotlight on women’s contributions to historical events and contemporary society by publicly recognising the work done by its female employees.

In 2019, SARA launched the “NO to Sexism” campaign at all its sites. Since then, a series of actions regularly remind Group employees and employees of outside companies that sexism in any form whatsoever will not be tolerated. Through real-life scenes, a team of actors first helped each participant to understand what sexist behaviour is and how serious it is. Articles are regularly published on the subject. To go further, a leaflet has been distributed to remind everyone of the law on the subject and the penalties incurred.

On 8 March 2022, many subsidiaries mobilised to celebrate International Women’s Day with the theme “Equality today for a sustainable future”. For example, Galana (Madagascar) organised a reception followed by a film and relaxation session for all its female employees. At Rubis Énergie Djibouti, a fun time was organised and General Management personally thanked its female employees for the quality of their work, their reliability and their daily dedication. Dinasa (Haiti) organised a discussion-debate on the theme “Women’s leadership, a driver of development, towards responsible gender equality”, a moment of discussion that enabled Management to congratulate its employees and commit to continuing to work towards the gender equality objective by promoting the hiring of women. In South Africa, the World LPG Association organized an event attended by many young women from different companies in the sector. An employee of the Easigas subsidiary was rewarded for her professional success. She explained, through an inspiring speech, her rise from graduation, working as a receptionist in her youth, to the position as Bulk Transport Manager she currently holds within the Group.

The Group’s subsidiaries encourage the hiring of women in our male-dominated professions and fight against all forms of discrimination and sexism, in particular by ensuring that their recruitment processes, compensation policies and career management provide everyone with the same opportunities.

A company agreement was renewed within the Rubis Terminal JV in 2017. The agreement focuses on hiring, training and career development through the use of monitoring indicators. A report is presented to the central Economic and Social Council every year. The situation is positive, particularly in terms of training. The Rubis Terminal JV has set itself the target of achieving 40% women on the Group’s Executive Committee by 2030.

RESULTS

The number of women employed by the Group was up 5.5% in the financial year (1,167 female employees as of 31 December 2022, compared to 1,106 as of 31 December 2021). Women employees account for 25.9% of the total headcount.

At Rubis SCA (the parent company), the majority of management positions (senior executives) are held by women.

At the Group level, 35.5% of all management positions (senior executives and managerial personnel) are held by women, i.e., a higher proportion than their percentage of total workforce. The percentage of women holding managerial or senior executive posts (30.9%) is also markedly higher than the percentage of men with equivalent responsibilities (19.6%).

  2022 2021 2020
  Non-
executives
Executives Senior
executives
Non-
executives
Executives Senior
executives
Non-
executives
Executives Senior
executives
Women 23.1% 37.8% 29.7% 23.1% 37.9% 27.7% 23.5% 36.9% 23.6%
Men 76.9% 62.2% 70.3% 76.9% 62.1% 72.3% 76.5% 63.1% 76.4%
HEADCOUNT 3,475 783 283 3,465 621 249 3,325 597 233

NB: Data incudes the Rubis Terminal JV. Figures excluding the Rubis Terminal JV are presented in the table at the end of this section 4.4.

At the level of the governing bodies:

•   50% of the members of the Group Management Committee, which has six members, are women;

•   women sitting on the Management Committees within Rubis Énergie and its subsidiaries represented 28.6% of those Committees’ membership on average as of 31 December 2022 (compared to 27.4% in 2021 and 24.6% in 2020), including two female General Managers of subsidiaries in Rwanda and Cameroon. A woman is also Managing Director of the Gabon subsidiary, which is not included in the above-cited rate given the size of the entity, which does not have a Management Committee;

•   the Rubis Photosol Management Committee was composed of 20% women as of 31 December 2022.

GENDER EQUALITY INDEX FOR FRENCH COMPANIES

To compare pay gaps between men and women in France, a professional equality index has been phased in for French companies with more than 50 employees by French law no. 2018-771 of 5 September 2018 on the freedom to choose one’s professional future.

This index, which is scored out of 100, is calculated on the basis of four or five criteria, depending on the size of the Company’s workforce:

•   pay gap between men and women (40 points);

•   difference in the rate of individual pay rises between men and women (35 points for companies with fewer than 250 employees; 20 points for companies with more than 250 employees);

•   difference in the male/female promotion rate (15 points, only for companies with more than 250 employees);

•   share of female workers receiving a pay raise following maternity leave (15 points);

•   number of women represented in the top 10 compensation packages (10 points).

The headcount at the Group holding company, Rubis SCA (which includes those of Rubis Patrimoine for the purposes of monitoring social indicators), does not allow the index to be calculated on a voluntary basis (headcount below the required thresholds).

Rubis Énergie: the gender equality indices of the four French companies concerned were published in 2023, two of which increased significantly between 2021 and 2022:

•   SRPP (Réunion Island): 94/100 in 2022 (identical to 2021) (learn more at www.srpp.re/INDEX%20EGAPRO%20SRPP%202023.pdf);

•   SARA (French Antilles): 92/100 in 2022 (vs 81/100 in 2021) (learn more at www.sara-antilles-guyane.com/notre-demarche-rse/);

•   Vitogaz France: 86/100 in 2022 (identical to 2021) (learn more at www.Vitogaz.com/Vitogazvous/rse/index-egalite-professionnelle-femme-homme);

•   Rubis Antilles Guyane: 96/100 in 2022 (vs 81/100 in 2021) (learn more at www.rubis-ag.fr/egalite-pro ).

For the Rubis Terminal JV, its French subsidiary reported a score of 88/100 in 2021. It reached 99/100 in 2022 (learn more at https://www.rubis-terminal.com/).

In addition, in 2022, Maritec Tanker Management Pvt Ltd (MTM PL), a subsidiary of Rubis Énergie, integrated two women sailors into its workforce for the first time. They joined the Morbihan vessel, recently acquired by the Group.

4.4.1.2 Geographical diversity

Operating in over 40 countries and with more than 68 nationalities in its workforce, Rubis is keen to capitalise on the rich cultural diversity of its employees and make an impact in the regions in which it operates. Employees are split equally between Africa, the Caribbean and Europe in terms of activities. In order for this cultural diversity to be reflected in corporate culture and management, when acquiring foreign subsidiaries, the Group tries to retain and/or hire local employees for their experience and knowledge of the country: more than 98% of Group employees are hired locally. Thus, only two positions are generally occupied by expatriates in subsidiaries, those of General Managers and Chief Financial Officer. The percentage of expatriates on the subsidiaries’ various Management Committees was 18.6% in 2022 (20.7% excluding the Rubis Terminal JV).

GEOGRAPHICAL BREAKDOWN OF EMPLOYEES

    2022   2021   2020
Africa   40.4%   40.7%   40.4%
Caribbean  28.1%   28.3%   31.9%
Europe   31.5%   31%   27.7%

NB: Data incudes the Rubis Terminal JV. Figures excluding the Rubis Terminal JV are presented in the table at the end of this section 4.4.

4.4.1.3 Intergenerational diversity

The Group’s age pyramid shows that the Group has broad intergenerational diversity in its headcount, which greatly enhances the experience of its teams and the transfer of knowledge. Each age group is represented in a relatively equal way, without any significant variations between business lines and regions. The Group has set up an active training policy in order to anticipate the retirement of senior employees. Furthermore, the Group contributes to the integration of young people into the job market by recruiting interns, students under apprenticeship or professionalisation contracts and recent graduates.

BREAKDOWN OF EMPLOYEES BY AGE GROUP

  31/12/2022 31/12/2021 31/12/2020
  < 30
years
Between
30 and 39 years
Between
40 and
49 years
50
years
< 30
years
Between
30 and
39 years
Between
40 and
49 years
50
years
< 30
years
Between
30 and
39 years
Between
40 and
49 years
50
years
Rubis SCA/Rubis Patrimoine 12% 16% 36% 36% 8.3% 20.8% 37.5% 33.3% 12.5% 29.2% 33.3% 25.0%
Rubis Énergie (Retail & Marketing/ Support & Services) 11.9% 32.2% 30.8% 25.1% 12.1% 33.0% 30.2% 24.7% 13.4% 34.6% 29.5% 22.5%
Rubis Photosol 50% 29.5% 16.1% 4.4% NA NA NA NA NA NA NA NA
TOTAL EXCLUDING THE JV 13% 32% 30.4% 24.6% 12.1% 32.8% 30.3% 24.8% 13.4% 34.6% 29.5% 22.5%
Rubis Terminal JV 11% 25.1% 32.6% 31.3% 10.6% 25.2% 35.6% 28.6% 12.5% 28.0% 32.7% 26.4%
TOTAL INCLUDING THE JV 12.7% 31.1% 30.7% 25.5% 11.8% 31.8% 31.2% 25.2% 13.3% 33.8% 29.9% 23.0%

To retain this intergenerational dynamic and maintain proximity between younger and older employees, Rubis Énergie and the Rubis Terminal JV have introduced practices favouring seniors in France.

Since intergenerational diversity is key to social cohesion between all generations, Rubis Énergie prioritises:

•   anticipating career development;

•   developing skills and qualifications;

•   transmitting knowledge and developing mentoring.

As of 31 December 2022, 34 people on work-study contracts (alternant) and 120 interns worked at Rubis Énergie, as well as three people on work-study contracts and 13 interns at Rubis Photosol.

The Rubis Terminal JV has committed to:

•   keeping employees aged 55 and over in the workforce;

•   training in ergonomics;

•   paying part of the cost of qualifications that certify skills learned through experience.

Regarding young employees, the Group encourages combined work-study programmes, which it views as a very suitable tool for bringing young people into the professional world.

4.4.1.4 Disability

The Group has adopted a policy of openness favouring disabilities, which includes funding associations and institutions working in healthcare as part of its social engagement activities (see section 4.5.2.3).

Within Rubis Énergie, several subsidiaries use supply, subcontracting or service contracts with establishments and services assisting disabled people through work (Établissements et Services d’Aide par le Travail, ESAT) or a company employing a minimum number of disabled employees (Entreprise Adaptée, EA). At the same time, recruitment firms are asked to ensure that each job opening is accessible to people with disabilities.

For example, at Rubis Antilles Guyane, hiring for various leave replacements is conducted through Cap Emploi, which works with individuals with disabilities, allowing integration into the Company and which can lead to permanent employment, if needed.

In South Africa, the law (Employment Equity Act) requires companies to ensure that people with a disability make up at least 2% of their workforce. Individuals with disabilities account for over 4% of Easigas’s workforce.

From 14 to 20 November 2022, SARA observed the European week for the employment of people with disabilities, at all its sites. The Quality of Life at Work Department organised an awareness-raising event on the issue of lifelong, temporary and sudden disabilities. Employees were able to attend visually-impaired lunches, a play called “Conte-moi le handicap” with the El Lobo Bueno association, DuoDays and information workshops. The aim was to change the way people see each other in order to value employees who have disabilities. Employees greatly appreciated the week’s programme, and the various events were very well attended.

At SRPP (Réunion Island), a day to raise awareness of disability was organised on 26 October 2022. Some 30 employees were able to try out various fun activities offered by around 20 specialists in the field of motor, visual, auditory and mental disabilities: tasting and visually-impaired tour, introduction to sign language, creation of paintings, and practising a sport in a wheelchair. These workshops were led by testimonials from people with disabilities who came to share their professional experience in order to convey a strong positive message. The primary objective of this awareness-raising action was to highlight different types of disabilities, but also to communicate and discuss the adaptations necessary to integrate people with disabilities.

In addition, Vitogaz France sought to strengthen its commitments with respect to integrating and maintaining employment for people with disabilities. As part of its desire to promote diversity and equal opportunity, the company has committed to implementing an employment policy for people with disabilities, based on five pillars;

•   facilitating the recruitment and integration of people with disabilities;

•   maintaining employment of people with disabilities;

•   developing training initiatives that will make it possible to achieve or facilitate the integration of disabled workers;

•   integrating ESATs into the company’s purchasing policy as far as possible;

•   raising individual awareness through dynamic communication about how disabilities are perceived.

To carry out these actions, a disability correspondent was appointed in 2021.

The Rubis Terminal JV has also signed partnership agreements with ESATs and sheltered workshops.

For instance, for more than 20 years, the Rubis Terminal JV Company headquarters has been sourcing office supplies and maintenance products from establishments that employ disabled workers under the auspices of the Commission for Rights and Autonomy of People with a Disability (CDAPH).

In order to promote the integration of people with disabilities, by 2023, 100% of the General Management bodies and Human Resources Departments will receive training on the fight against preconceptions about people with disabilities, and by 2025, 100% of our employees will receive awareness-raising on this issue.

4.5 Working responsibly and with integrity

 

Operating its businesses responsibly and with integrity is a core issue for Rubis in terms of fulfilling its commitments and protecting its image, reputation and employees. The Group is built on values that have fashioned its culture and driven its success: integrity, respect for others, professionalism and trust are all principles that the Group aims to apply across all its activities to ensure its sustainability. These internal principles, which are rooted in its strong corporate culture, also encourage employees to become involved in the social and economic fabric surrounding them by adopting responsible and supportive behaviour.

Because the Group is present in over 40 countries in Europe, the Caribbean and Africa, the prevention of corruption is a major issue for the Group (section 4.5.1.1). The Group also endeavours to extend its principles of responsibility to its value chain and to gradually introduce a responsible purchasing policy with the aim of having common standards for leading by example (section 4.5.1.2). Lastly, the Group’s subsidiaries attach great importance to dialoguing with stakeholders and promoting dynamism in the regions where they operate, both in terms of the economy and employment and in terms of culture and community living (section 4.5.2).

4.5.1 Rubis’ ethics policy

The Group considers ethics to be an asset that is key to its reputation and loyalty. Integrity is one of the central pillars of the Group’s approach to ethics (section 4.5.1.1), as is the Group’s commitment to respecting its employees’ fundamental rights (section 4.5.1.2).

4.5.1.1     Fair practices

Personal integrity is key to ensuring exemplary collective behaviour. It is the safeguard against wrongdoing that could harm the Company, employees, business relationships or any other external public or private actor.

Gilles Gobin and Jacques Riou
Managing Partners of the Rubis Group

 

RUBIS’ CODE OF ETHICS

Collective and individual commitment is indispensable to adopting ethical behaviours that meet the Group’s values. To ensure that the rules of conduct are shared and complied with by all, Rubis has included within in its Code of Ethics a common framework for all its subsidiaries, including the Rubis Terminal JV.

This Code of Ethics (which is accessible to the public through the Group’s website: www.rubis.fr/en) lays down the values that Rubis considers to be fundamental:

•   compliance with applicable laws and regulations wherever the Group operates;

•   fighting against corruption, fraud, misappropriation of funds and money laundering;

•   preventing conflicts of interest;

•   complying with competition, confidentiality and insider trading rules, as well as with specific laws that apply to war and/or embargo zones;

•   respecting individuals, including by observing fundamental rights and human dignity, safeguarding privacy, and fighting against discrimination and harassment;

•   complying with workplace health and safety rules and environmental protection rules;

•   managing relationships with external service providers;

•   reliability, transparency and auditability of accounting and financial information;

•   protecting the Group’s image and reputation.

In each of these areas, the Rubis Code of Ethics details the general principles that employees must observe while performing their duties. The Code of Ethics is furnished to new arrivals. Subsidiaries organise training sessions to explain the Code’s contents and to answer employees’ questions. The Group CSR & Compliance Department is the point of contact for subsidiaries and employees on ethics issues. This Code of Ethics, dating from 2015, is currently being revised to better reflect the development of the Group’s CSR approach and societal challenges. The new version will be published in 2023.

FIGHTING CORRUPTION / NFIS /

Programme measures

In line with its values and applicable legislation, and in particular the law on transparency, fighting corruption and modernising the economy of 9 December 2016 (known as the “Sapin II law”), Rubis is putting into practice its commitment to fight against corruption in all its forms as described in its Code of Ethics, by gradually introducing a comprehensive anti-corruption programme. To date, this programme is made up of the following measures:

•   the anti-corruption guide, which supplements the Code of Ethics.This guide (which is accessible to the public on the Group’s website: www.rubis.fr/en/) aims to help the most exposed senior executives and employees identify at-risk situations and adopt the related practical preventive measures. The guide was updated in 2021 to make it more educational and to take into account the results of corruption risk mapping;

•   third-party assessment guidelines, to help operating staff identify third parties that may present risks, perform appropriate due diligence and implement suitable measures. These guidelines are being updated;

•   corruption risk mapping: this analysis was conducted at the operating entity level by subsidiary Managers based on a unified methodology and meetings involving the subsidiaries’ core functions (purchasing, sales, operations, HR, finance, compliance, etc.). A one-day seminar bringing together all the subsidiaries’ Compliance Advisors was organised in November 2019 to familiarise them with the mapping methodology. Risk hierarchisation resulted in an additional review in 2020. This mapping process resulted in the identification of action plans. Since 2021, the risk mapping of the operational entities is reviewed each year and is fully updated every three years;

•   regular awareness and training campaigns in respect of ethics and anti-corruption rules in all Group subsidiaries aimed at employees in the most sensitive positions and, in some subsidiaries, for all employees. An online training module (e-learning) on preventing and detecting corruption was made available to the Group’s operational entities in the first quarter of 2022. As of 31 December 2022, 61% of Group employees had validated the e-learning “Preventing and detecting corruption”. Lastly, actions to raise awareness of the Group’s employees about the risks of corruption are rolled out each year on the occasion of the Global Anti-corruption Day, celebrated on 9 December each year, in order to remind people of the Group’s commitments in the fight against corruption;

•   a global whistleblowing system, the Rubis Integrity Line, was established in 2018 and has been rolled out in all Group entities. It allows all Group employees and external and occasional employees to securely and confidentially make a report using an outsourced internet platform. These reports can relate to acts of corruption or other ethical issues (environment, security, fraud, personal data, human rights, etc.) and, more generally, to any situation or conduct that may be contrary to the Code of Ethics.The system’s overall architecture was designed to provide a means of filing these reports and processing them internally, while ensuring complete confidentiality. The rules that govern the use of the Integrity Line set out whistleblowers’ rights and responsibilities so that the system can operate smoothly in a climate of trust. In particular, in the rules, the Group reminds users that whistleblowers will be protected against any retaliation. To support the rollout of the Integrity Line, an educational kit was distributed to the Compliance Advisors, and communication initiatives are carried out regularly (Group “Think Compliance” newsletter, subsidiary newsletters, training, etc.). In 2022, the Group received 11 alerts via the system, of which 10 related to human resources issues and one related to a potential conflict of interest. To take into account the changes to the regulations that took place in the fourth quarter of 2022 as part of the transposition of Directive (EU) 2019/1937, the update of the alert procedure is underway;

•   modification of entities’ internal rules or employee handbooks (after informing/consulting staff representative bodies, where appropriate) to include specific language stating that a failure to comply with the Code of Ethics or the anti-corruption handbook may lead to disciplinary sanctions. In 2022, 21 disciplinary actions were taken for fraud or non-compliance with ethics or anti-corruption rules, some of which resulted in dismissals;

•   an internal accounting control framework (see chapter 3, section 3.2);

•   assessing that the programme’s measures are being implemented: the internal control risk management system (described in chapter 3, section 3.2.3) includes checks on the application of the Group’s main ethics and anti-corruption rules. In addition, each subsidiary reports annually to the Group CSR Director & Chief Compliance Officer on the progress of the programme’s deployment. The digital non-financial data collection platform has been used since 2020 for this reporting in order to improve the reliability of the reported information.

Compliance governance

The Group and its management bodies have made the prevention of corruption one of their priorities. Since 2016, the Management Board’ variable compensation includes an ethics criterion that relates to the implementation of the programme across all entities.

The Group’s CSR Roadmap, Think Tomorrow 2022-2025 (which is publicly accessible on the Group’s website at www. rubis.fr/en/) published in 2021, includes compliance within its third pillar, “Contributing to a more virtuous society”. In particular, the Think Tomorrow Roadmap sets the target of having 100% of employees made aware of ethics and anti-corruption by 2023.

In 2022, 90% of employees were covered by an awareness-raising campaign and 90% of the subsidiaries’ General Managers declared they had participated in an internal anti-corruption initiative or event.

COMPLIANCE GOVERNANCE

* Joint control by the Rubis SCA and I Squared Capital.

A specific organisation was put in place to support the roll out and monitoring of the anti-corruption programme:

•   the Group CSR Director & Chief Compliance Officer, who reports to the Rubis Corporate Secretary, and whose main role is to define the Group’s policies and procedures in the area of ethics and compliance and to support, together with the entities, the deployment and implementation of these policies and procedures within the Group. The Group CSR Director & Chief Compliance Officer proposes enhancements to the programme by incorporating strategic challenges, best practices and regulatory developments, and regularly reports on her work to the Management Board and to the Accounts and Risk Monitoring Committee;

•   Rubis Énergie’s and the Rubis Terminal JV’s Compliance Managers, who roll out the programme within their divisions and address operational issues, if necessary, in conjunction with the Group CSR Director and Chief Compliance Officer;

•   the 36 Compliance Advisors, who are appointed within operating entities, ensure that the Code of Ethics and anti-corruption policy are properly understood and applied at a local level. A Compliance Advisor has also been appointed within Rubis Photosol.

Tools have been provided to coordinate this network and to support Compliance Advisors in their work, including practical fact sheets on how to deal with gifts and invitations and manage conflicts of interest and Integrity Line training materials for employees. In addition, a biannual newsletter called Think Compliance has been sent to the operating entities since 2018 in order to strengthen the compliance culture within the Group.

The Group is committed to a continuous improvement approach and supplements its anti-corruption programme in view of changes in legislation and best practices.

FIGHTING FRAUD

The main internal fraud risk lies in the theft or misappropriation of products. Therefore, over several years the Group has established strict measures to verify production volumes (such as the automation of transfer stations to reduce human involvement as much as possible, inventory gap checks, and upgrades of control systems).

Finally, the increase in external fraud attempts (CEO impersonation and hacking, for instance) has prompted the Group to strengthen its information campaign with the aim of raising the awareness of all employees who are likely to be approached (accounting, financial or legal positions) so that this type of fraud can be combatted more effectively.

In terms of IT security, the Group and its subsidiaries are constantly working on innovative cybersecurity solutions, using European tools, following the directives of the ANSSI (French national information systems security agency) but also of these various partners. These actions cover the protection of information systems. The Group trains its employees on detecting fraudulent emails (phishing, for example) and on suspicious activity at workstations. Strong and secure authentication solutions for production resources with constant flow analysis systems are also implemented.

FIGHTING TAX EVASION / NFIS /

The amount of taxes recognised by the Rubis Group (excluding the Rubis Terminal JV) in respect of financial year 2022 amounted to €198 million.

Group companies ensure that tax returns and payments are submitted in accordance with local regulations. They complete the tax returns required in the tax jurisdictions in which the Group operates its businesses. Rubis has opted for tax consolidation in France since 1 st January 2001 (see note 5.2 to the separate financial statements). In accordance with its legal obligations, Rubis carried out its country-by-country reporting by reporting the breakdown of its profits, taxes and activities by tax jurisdiction and established the transfer pricing documentation applicable among Group companies (Transfer Pricing Documentation – Master File).

The Group does not have any subsidiaries that are not underpinned by economic activities (essentially, local commercial operations). In particular, the Group’s presence, via Rubis Énergie, in the Caribbean Islands and the Channel Islands, corresponds to the distribution of petroleum products; Rubis supplies these islands with the energy resources necessary for their operation and manages, for example, the leading automotive fuel distribution network in the Caribbean and Bermuda, and distributes 100,000 m3 of petroleum products per year in the Channel Islands.

RESPECT FOR HUMAN RIGHTS / NFIS /

Respecting human rights is above all about promoting a model of a responsible employer that protects the fundamental rights of all Group employees in all countries where the Group has a presence. In addition to its legal obligations, Rubis advocates for the respect of individuals as a management principle and prohibits harassment and discrimination. These values are enshrined in the Code of Ethics put in place in 2015, which is distributed to employees.

In practical terms, the Group ensures that in all countries where it operates its human resources policy complies with the principles relating to human rights at work as set out in the International Labour Organization’s fundamental conventions in the areas of:

•   freedom of association and collective bargaining;

•   eliminating discrimination in hiring and professional discrimination;

•   eliminating forced or compulsory labour;

•   abolishing child labour.

In 2021, the Group joined the United Nation’s Global Compact in order to reaffirm its commitment to integrating and promoting the principles of protecting human rights, complying with international labour and environmental protection standards and combatting corruption.

In 2020, the Group CSR & Compliance Department, in conjunction with Rubis Énergie’s operational management, conducted an analysis of modern slavery risks in its value chain in order to ensure that adequate preventive measures are in place. This analysis was supplemented in 2022 by a broader mapping of the human rights challenges in the Group’s activities.

Due to the Group’s presence in countries where protection against discrimination based on sexual orientation or religion is not guaranteed by regulations, the Group pays particular attention to these matters. In particular, it will reiterate its principles of non-discrimination against anyone and for any reason whatsoever in its new Code of Ethics, which will be published in 2023.

Challenges related to the health, safety and security of workers and communities are also a subject of particular attention due to the Group’s activities. Significant risk prevention measures have been implemented (see in particular section 4.2 of this document), both in terms of workplace safety and the prevention of industrial and road accidents.

Preventing the risk of forced labour in the shipping business is also a major focus. A crew management manual drawn up by the Rubis subsidiary in charge of managing wholly owned vessels sets detailed standards to be complied with in terms of crew recruitment and working conditions (under a temporary international contract with a Group entity), in line with the principles of the ILO Maritime Labour Convention, which include the rejection of forced labour. Enhanced vigilance is exercised when dealing with crew recruitment agencies. Contracts with these agencies include specific clauses relating to the obligation to comply with international standards, and the ILO Maritime Labour Convention in particular. Annual audits are carried out on these recruitment agencies. For chartered vessels, the services of a leading vetting company are used. Compliance with the Maritime Labour Convention is included in the pre-approval criteria for each vessel.

As regards the working conditions of service station managers, who are not Group employees, an initial assessment has been carried out on two subsidiaries with service station networks in two countries that are particularly exposed, Madagascar and Haiti. No cases of forced or child labour were identified by the commercial inspectors, who regularly inspect service stations, sometimes unannounced. An ethics clause, in which the service station operator undertakes to comply with Rubis’ ethics rules, including compliance with applicable labour laws, the prohibition of forced or child labour, and compliance with employee health and safety rules, is included in certain contracts and must be systematically included when renewing or signing new contracts.

The Group’s whistleblowing line, Rubis Integrity Line, which has been rolled out across all Group entities, is available not only to Rubis employees but also to external and occasional workers and enables them to report non-compliance with rules in a strictly confidential way (see the “Fighting corruption” section on the previous page). The deployment of the line to reach external employees, including the employees of service station managers, must be strengthened.

In addition, the Group ensures that systems for protecting the health and safety of all persons working within in subsidiaries are in place (see section 4.2.3.2.1).

4.5.1.2     Requirements for subcontractors and suppliers / NFIS /

The main suppliers of Rubis’ subsidiaries are equipment suppliers and service providers, mainly in logistics (transport, operations).

RESPONSIBLE PURCHASING POLICY

The Code of Ethics stipulates that employees have an oversight mission and are to ensure within that context that third parties properly apply the Group’s standards when working on Group sites. If the situation so requires, employees must conduct awareness or training actions and, if ethics rules are violated, advise their line managers.

The Code of Ethics also specifies that the Group’s subsidiaries must require that the external service providers with which they work (suppliers, subcontractors, industrial or commercial partners) comply with internal standards related to safety, environmental protection and respect for individuals in particular.

Any finding of a breach of the Group’s ethical standards must be communicated to the line Manager and/or the Management of the subsidiary or facility as quickly as possible.

Rubis’ CSR Roadmap, Think Tomorrow 2022-2025, (accessible on the Group’s website: https://www.rubis.fr/uploads/attachments/Rubis_CSR% 20 roadmap_2022_2025-EN.pdf ), published in 2021, notably provides for a target of adopting a sustainable purchasing charter from 2023, which would make it mandatory to include CSR criteria when selecting suppliers and service providers for capital expenditures and the Company’s most significant projects.

Lastly, the Group has implemented a management policy for detecting potential or proven conflicts of interest to avoid this type of situation, particularly in the context of relationships with service providers and suppliers. These rules are described in the Code of Ethics and the anti-corruption guide and set out in more detail in the dedicated practical sheets.

MEASURES FOR ENGAGEMENT AND CONTROL

The provision of services and supplies used on the Rubis Terminal JV’s industrial sites is governed by the Group’s social and environmental policy (see section 4.2.1).

Rubis’ subsidiaries factor health, safety and environmental issues into the process of selecting solutions from their suppliers when such companies work at their facilities. The subsidiaries therefore favour practices that reduce energy consumption and waste generation, all while guaranteeing optimal security. This is the case in the choice of heating by heat pump that was made for newly constructed buildings for the Rubis Terminal JV.

The Rubis Terminal JV has set itself the target of having all orders fulfilled under terms containing a CSR criterion: all of the joint venture’s service providers whose personnel carry out work on its industrial sites are selected using HSE criteria as a minimum. In addition, the Rubis Terminal JV responded to the Ecovadis questionnaire in 2021 and obtained the Bronze medal. Rubis Énergie, which does not have a centralised Purchasing Department, is considering setting up a target as part of the definition of the Group’s CSR Roadmap. Rubis Énergie also responded to the Ecovadis questionnaire in 2021 and obtained a score of 45/100. The Vitogaz France subsidiary obtained the Gold medal.

Contracts also stipulate that suppliers must comply with applicable labour laws, including the fight against illegal employment and respect of working hours. CSR clauses are also attached to contracts with suppliers and stipulate that they must comply with the Rubis Group’s Code of Ethics, as well as the anti-corruption guide.

Third-party assessment guidelines also provide for ethics risk assessments of their main trading partners, including suppliers and service providers.

The Group ensures that its suppliers, which generally operate nationwide or internationally, are certified whenever possible and that they comply with the stringent regulations liable to be imposed on them (transport of hazardous materials, manufacturing of pressurised equipment, etc.).

A responsible purchasing approach will be launched in 2023 to identify the most at-risk purchasing categories and define an action plan for the priority categories.

4.6 Methodology note / NFIS /

This section contains a description of methodology and a cross-reference table designed to facilitate understanding of CSR information. Accordingly, it was decided to present the scope and methods for reporting CSR information and the key definitions contained in the internal standards on reporting labour and environmental information. These clarifications will enable the reader to have a more precise understanding of each information item’s scope and relevance.

4.6.1 CSR scope

The rules relating to an entity’s date of inclusion within and exit from the CSR scope are defined as follows:

•   any acquisition of an entity (external to the Group) is included in the CSR reporting scope starting the first full financial year occurring after the entity is included in the financial scope, at the earliest. This rule allows HR processes, safety standards, Group commitments and the corresponding monitoring indicators to be better integrated. Thus, for the financial year 2022, Rubis Photosol is not included in the NFIS except for data relating to the workforce and some qualitative information on the Group’s climate strategy;

•   unless otherwise indicated, the CSR data of an entity that was sold or liquidated during the financial year is excluded from CSR reporting for the entire financial year in which it was sold or liquidated.

In January 2022, the activities of the Rubis Terminal JV in Turkey were sold. The quantities presented for year Y and the comments on changes include this change in scope. In the tables, the reference quantities for Y-1 remain identical to those reported in 2021 without change of scope.

4.6.1.1    Environmental data

Unless expressly stated otherwise, the reporting scope for environmental information corresponds to the Group’s financial scope of consolidation. Controlled companies are fully consolidated, with the exception of data relating to greenhouse gas emissions (see below).

Environmental data for the Rubis Terminal JV, which is jointly controlled by Rubis SCA and its partner and accounted for using the equity method, are presented both at 100% and in accordance with the percentage of capital held by Rubis SCA (55%).

The exact scope of reporting of environmental data may vary according to the environmental indicators, depending on their relevance and the accounting methods applied.The environmental data is collected at the legal entity level.

Environmental data is published by activity. Figures are published for the activities that have the most significant environmental impacts (Support & Services activities at Rubis Énergie and the activities of the Rubis Terminal JV).

The greenhouse gas emissions from the Group’s activities and the greenhouse gas emissions related to the use by customers of products sold for final use have been evaluated and are published for all the entities in the financial scope of consolidation, with the exception of Rubis SCA/Rubis Patrimoine due to their immaterial impact (25 employees, no operating activity). In accordance with the principles of the GHG Protocol, this data is proportionally consolidated by applying the percentage of the stake held.

4.6.1.2    Social data

Unless expressly stated otherwise, the reporting scope for social information corresponds to the Group’s financial scope of consolidation. Controlled companies are fully consolidated.

Social data regarding the Rubis Terminal JV, which is jointly controlled by Rubis SCA and its partner and accounted for using the equity method, are presented at the rate of 100%.

The information for Rubis SCA/Rubis Patrimoine, Rubis Énergie (Retail & Marketing and Support & Services activities), Rubis Photosol and the Rubis Terminal JV is presented separately and/or by region.

The exact scope of social data reporting may vary according to the social indicators, depending on their relevance and the accounting methods applied. Social data is collected at the legal entity level. The breakdown of the workforce by age, job category and work time covers 99.98% of the workforce; four entities, due to a small workforce (three or less employees) representing a total of eight employees, are not included.

In addition, the shipping activity requires the use of crews hired on temporary contracts (with a Group entity or on an interim basis). These non-permanent employees of the Group (224 individuals in 2022) are not taken into account when monitoring published social indicators.

4.6.1.3    Societal/ethics data

The reporting scope for societal and ethics information corresponds to the Group’s financial scope of consolidation. The applicable reporting method is proportional consolidation (percentage of stake held).The societal/ethics data are collected at the business unit level.

4.7 Report of one of the Statutory Auditors, appointed as independent third party, on the verification of the consolidated non-financial statement

This is a free English translation of the report by one of the Statutory Auditors issued in French and is provided solely for the convenience of English-speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.

In our capacity as Statutory Auditor of the company RUBIS (hereinafter the “Entity”)], appointed as independent third party (“third party”) and accredited by the French Accreditation Committee (Cofrac), (Cofrac Inspection Accreditation, n° 3-1862,scope available at www.cofrac.fr)), we have undertaken a limited assurance engagement on the historical information (observed or extrapolated) in the consolidated non-financial statement, prepared in accordance with the Entity’s procedures (hereinafter the “Guidelines”), for the year ended December 31, 2022 (hereinafter the “Information” and the “Statement”, respectively), presented in the group management report pursuant to the legal and regulatory provisions of Articles L. 225-102-1, R. 225-105 and R. 225-105-1 of the French Commercial Code (code de commerce).

Conclusion

Based on the procedures we have performed as described under the “Nature and scope of procedures” and the evidence we have obtained, nothing has come to our attention that cause us to believe that the consolidated non-financial statement is not prepared in accordance with the applicable regulatory provisions and that the Information, taken as a whole, is not presented fairly in accordance with the Guidelines.

Comments

Without calling into question the conclusion expressed above and in accordance with the provisions of Article A. 225-3 of the Commercial Code, we make the following comments:

•   hazardous waste, consolidated VOC emissions, quantities of water used and treated as well as discharges into water from the Rubis Terminal JV are published at intervals of one year: the published values correspond to the financial year 2021, on all French sites, Antwerp and Rotterdam;

•   the information presented with respect to Responsible Purchasing risk is limited to challenges that do not allow a sufficiently precise assessment of the policies specific to the entity’s context. On the other hand, the results presented for this risk do not identify any key performance indicator.

Preparation of the non-financial performance statement

The absence of a commonly used generally accepted reporting framework or a significant body of established practice on which to draw to evaluate and measure the Information allows for different, but acceptable, measurement techniques that can affect comparability between entities and over time.

Consequently, the Information needs to be read and understood together with the Guidelines, the significant elements of which are available on request from head office.

Inherent Limitations in preparing the Information

As stated in the Statement, the Information may be subject to uncertainty inherent to the state of scientific and economic knowledge and the quality of external data used. Some information is sensitive to the choice of methodology and the assumptions or estimates used for its preparation and presented in the Statement.

Responsibility of the Entity

Management is responsible for:

•   selecting or establishing suitable criteria for preparing the Information;

•   preparing a Statement pursuant to legal and regulatory provisions, including a presentation of the business model, a description of the main non-financial risks, a presentation of the policies implemented considering those risks and the outcomes of said policies, including key performance indicators and the information set-out in Article 8 of Regulation (EU) 2020/852 (Green taxonomy);

•   preparing the Statement by applying the Entity’s “Guidelines” as referred above; and

•   implementing internal control over information relevant to the preparation of the Information that is free from material misstatement, whether due to fraud or error.

The Statement has been prepared by the Managing Directors.

Responsibility of the Statutory Auditor appointed as independent third party

Based on our work, our responsibility is to express a limited assurance conclusion on:

•   the compliance of the Statement with the requirements of Article R. 225-105 of the French Commercial Code;

•   the fairness of the information provided pursuant to part 3 of sections I and II of Article R. 225-105 of the French Commercial Code, i.e., the outcomes of policies, including key performance indicators, and measures relating to the main risks, hereinafter the “Information.”

As we are engaged to form an independent conclusion on the Information as prepared by management, we are not permitted to be involved in the preparation of the Information as doing so may compromise our independence.

It is not our responsibility to report on:

•   the Entity’s compliance with other applicable legal and regulatory provisions (particularly with regard to the information set-out in Article 8 of Regulation (EU) 2020/852 (Green taxonomy), the French duty of vigilance law and against corruption and tax evasion);

•   the fairness of information set-out in Article 8 of Regulation (EU) 2020/852 (Green taxonomy);

•   the compliance of products and services with the applicable regulations.

Applicable regulatory provisions and professional guidance

We performed the work described below in accordance with Articles A. 225-1 et seq. of the French Commercial Code, the professional guidance issued by the French Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) applicable to such engagement, in particular the professional guidance issued by the Compagnie Nationale des Commissaires aux Comptes, Intervention du commissaire aux comptes – Intervention de l’OTI – déclaration de performance extra-financière, and acting as the verification programme and with the international standard ISAE 3000 (revised) -Assurance engagements other than audits or reviews of historical financial information.

Independence and quality control

Our independence is defined by the provisions of Article L. 822-11 of the French Commercial Code and French Code of Ethics for Statutory Auditors (Code de déontologie) of our profession. In addition, we have implemented a system of quality control including documented policies and procedures aimed at ensuring compliance with applicable legal and regulatory requirements, ethical requirements and the professional guidance issued by the French Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) relating to this engagement.

Means and resources

Our work engaged the skills of 7 people between December 2022 and April 2023 and took a total of 8 weeks.

We were assisted in our work by our specialists in sustainable development and corporate social responsibility. We conducted ~10 interviews with people responsible for preparing the Statement, representing in particular CSR direction, risk management, compliance, human resources, health and safety, environmental.

Nature and scope of procedures

We are required to plan and perform our work to address the areas where we have identified that a material misstatement of the Information is likely to arise.

The procedures we performed were based on our professional judgment. In carrying out our limited assurance engagement on the Information, we:

•   obtained an understanding of all the consolidated entities’ activities and the description of the main risks associated;

•   assessed the suitability of the criteria of the Guidelines with respect to their relevance, completeness, eliability, neutrality and understandability, taking into account, where appropriate, best practices within the sector;

•   verified that the Statement includes each category of social and environmental information set out in article L. 225 102 1 III as well as information regarding compliance with human rights and anti corruption and tax avoidance legislation;

•   verified that the Statement provides the information required under Article R.225-105 II of the French Commercial Code where relevant with respect to the main risks, and includes, where applicable, an explanation for the absence of the information required under Article L.225-102-1 III, paragraph 2 of the French Commercial Code;

•   verified that the Statement presents the business model and a description of the main risks associated with of all the consolidated entities’ activities, including where relevant and proportionate, the risks associated with its business relationships, its products or services, as well as its policies, measures and the outcomes thereof, including key performance indicators associated to the main risks;

•   referred to documentary sources and conducted interviews to:

•   assess the process used to identify and confirm the main risks as well as the consistency of the outcomes, including the key performance indicators used, with respect to the main risks and the policies presented, and

•   corroborate the qualitative information (measures and outcomes) that we considered to be the most important presented in Appendix 1; concerning social and societal risks, our work was carried out on the consolidating entity, for other risks, our work was carried out on the consolidating entity and on a selection of sites: SARA, Vitogaz France, Vitogaz Switzerland, Rubis Portugal, Société Réunionnaise des produits pétroliers, Easigas South Africa and Rubis Terminal;

•   verified that the Statement covers the consolidated scope, i.e. all the entities within the consolidation scope in accordance with Article L. 233-16 of the French Commercial Code within the limitations set out in the Statement;

•   obtained an understanding of internal control and risk management procedures the Entity has implemented and assessed the data collection process aimed at ensuring the completeness and fairness of the Information;

•   for the key performance indicators and other quantitative outcomes that we considered to be the most important presented in Appendix, implemented

•   analytical procedures to verify the proper consolidation of the data collected and the consistency of any changes in those data,

•   tests of details, using sampling techniques, in order to verify the proper application of definitions and procedures and reconcile the data with supporting documents. This work was carried out on a selection of contributing sites : SARA, Vitogaz France, Vitogaz Switzerland, Rubis Portugal, Société Réunionnaise des produits pétroliers, Easigas South Africa and Rubis Terminal and covers between 23% and 100% of the consolidated data relating to the key performance indicators and outcomes selected for these tests;

•   assessed the overall consistency of the Statement in relation to our knowledge of all the consolidated entities.

The procedures performed in a limited assurance review are less in extent than for a reasonable assurance opinion in accordance with the professional guidelines of the French National Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes); a higher level of assurance would have required us to carry out more extensive procedures.

 

Neuilly-sur-Seine, 24 April 2023

 One of the Statutory Auditors,

PricewaterhouseCoopers Audit

 
 

Cédric Le Gal

 Partner

Sylvain Lambert

 Partner within the Sustainability Department

 

Annex : List of outcomes that we considered to be the most important

Key performance indicators and other quantitative results:

Social :

•   Total workforce at the end of the period, breakdown by gender;

•   Number of departures and arrivals in the workforce, breakdown by gender;

•   Number of training hours, including safety-related training;

•   Rate of employees trained in the changes of the business lines (energy transition, CSR, etc.);

•   Number of occupational accidents;

•   Number of days lost due to occupational accidents.

Environnement :

•   Energy consumption;

•   CO2 emissions (scopes 1, 2, and 3);

•   SO2 and NOx emissions (SARA scope only);

•   VOC emissions (SARA scope only);

•   Number of accidental spills reaching the environment > 200 liters.

Anti-corruption :

•   Number of employees who received the Gifts and invitations procedure;

•   Number of employees who received the conflict of interest prevention procedure;

•   Number of employees notified of ethics and anti-corruption rules during the year;

•   Number of employees with access to the anti-corruption system;

•   Number of employees trained in ethics and anti-corruption rules during the year.

Selected qualitative information (actions and results):

•   Total Photosol workforce;

•   Rubis ESG Corporate Rating ISS ESG;

•   Ruby MSCI ESG Ratings;

•   Rubis risk mapping;

•   HSE Charter;

•   Code of Ethics 2017;

•   CSR roadmap 2022-2025;

•   HSSEQI SARA 2022 report;

•   Rubis group human rights risk register (June 2022);

•   Guide to applying the anti-corruption policy;

•   Rubis Societal actions;

•   Sponsorship agreement;

•   Membership of the United Nations Global Compact.

5. REPORT of the SUPERVISORY BOARD on CORPORATE GOVERNANCE

This report on corporate governance was prepared by the Supervisory Board in accordance with Article L. 22-10-78 of the French Commercial Code. The Supervisory Board approved this report at its meeting held on 16 March 2023. This report is attached to the management report.

When drafting this report, the Supervisory Board referred to information and documents obtained from the Accounts and Risk Monitoring Committee and the Compensation and Appointments Committee, discussions with Rubis SCA’s Management Board and its Finance, Legal, Consolidation and Accounting Departments, and support from Rubis’ Secretary to the Board.

 

5.1 Corporate Governance Code

The Company refers to the Corporate Governance Code for listed companies published by the Afep and the Medef (hereinafter the “Afep-Medef Code”). This Code (updated in December 2022) is available on the websites of the Company (www.rubis.fr/en/), Afep (www.afep.com) and Medef (www.medef.com).

The Company has always strived to comply with the Afep-Medef Code’s recommendations within the limits of the particularities stemming from its legal form as a Partnership Limited by Shares and the resulting by-laws’ provisions.

The applicable recommendations that were not fully implemented in 2022 and the explanations provided by the Company are set out in the table below.

Afep-Medef Code recommendations set aside   Explanation
It is recommended that at least one meeting [of the Supervisory Board] be held each year without the presence of executive corporate officers.
(recommendation 12.3)
 

By law, the mission of a Supervisory Board resulting from the form in which the Company is incorporated differs from that of a Board of Directors of a public limited company (société anonyme). Article L. 226-9 of the French Commercial Code provides that the Supervisory Board of a Partnership Limited by Shares is in charge of the continuous oversight of the Company’s management. Unlike the Board of Directors of a public limited company (société anonyme), the Supervisory Board may not intervene in the Company’s management and administration.

The Company therefore considered that, due to its form as a Partnership Limited by Shares, it was more appropriate that this recommendation be complied with at the level of the Accounts and Risk Monitoring Committee.

 

However, from the financial year 2023, one meeting of the Supervisory Board will be organised each year without the presence of the executive corporate officers (the first meeting took place on 16 March 2023).

At least two-thirds of the members of the Audit Committee must be independent and the Committee must not have any executive corporate officer as a member.
(recommendation 17.1)
  The Accounts and Risk Monitoring Committee does not have any executive corporate officer as a member. While only 60% of its members are independent, the Committee’s Chairmanship must be independent. On 16 March 2023, the Supervisory Board reiterated its objective of improving this independence rate over the course of future movements within this Committee.

[The Committee responsible for appointments] must not have any executive corporate officer as a member and the majority of its members must be independent Directors.

[The Committee responsible for compensation] must not have any executive corporate officer as a member and the majority of its members must be independent Directors.
(recommendations 18.1 and 19.1)

  The Compensation and Appointments Committee does not have any executive corporate officer as a member. While only 50% of its members are independent, the Committee’s Chairmanship must be independent.
The Appointments Committee (…) draws up a succession plan for executive corporate officers (…).
(recommendation 18.2.2)
 

The Compensation and Appointments Committee does not draw up a succession plan for the Management Board, since this responsibility falls to the General Partners in a Partnership Limited by Shares.

 

However, the General Partners regularly inform the Supervisory Board and the Compensation and Appointments Committee of the status of the succession plan.

 

5.2 Management of the Company

5.2.1 General Management: the Management Board

Composition

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 2022, the Managing Partners, in their direct and indirect capacity as General Partners, held 2,352,337 shares of the Company (representing approximately 2.28% of the share capital) due to the General Partners’ commitment to block half of their dividends in the form of shares for three years.

Profile and list of offices and positions of the Managing Partners (as of 31 December 2022)

 

Gilles Gobin
Experience and expertise
Founder of the Group in 1990.
Gilles Gobin is an Essec graduate with a doctorate in Economics. He started his career at Crédit Commercial de France in 1977 and joined the Executive Committee in 1986 as head of Corporate Finance. He left the bank in 1989 and founded Rubis in 1990.

Born on 11 June 1950

 

Professional address
Rubis
46, rue Boissière
75116 Paris – France

 

Number of Rubis shares
held as of 31/12/2022
177,782

Office within Rubis
Statutory Managing Partner and General Partner since the creation of Rubis.

Other key offices within the Group

•   Manager of Sorgema;

•    Chairman of Magerco and Manager of Thornton.

Other offices and positions held outside the Group

None

     
Sorgema

Limited liability company
with share capital of €15,487.50

 

Shareholders
Gobin family group

 

Manager
Gilles Gobin

 

Registered office
34, avenue des Champs-Élysées
75008 Paris – France

 

Number of Rubis shares
held as of 31/12/2022
1,231,609

Office within Rubis
Managing Partner company and General Partner since 30 June 1992.
Other key offices within the Group
None
Other offices and positions held outside the Group
None
     
Agena
Experience and expertise
Jacques Riou graduated from HEC business school and has a degree in economics. Before joining Gilles Gobin to set up Rubis in 1990, he held several roles at BNP Paribas, Banque Vernes et Commerciale de Paris, and at the investment management company Euris.

Simplified limited company
(SAS) with capital of €10,148

 

Shareholders
Riou family group

 

Chairman
Jacques Riou

 

Registered office
20, avenue du Château
92190 Meudon – France

 

Number of Rubis shares
held as of 31/12/2022
942,946

Office within Rubis
Managing Partner company since 30 November 1992.

Other key offices within the Group
None

Other offices and positions held outside the Group
None

     
GR Partenaires

Limited Partnership
with capital of €4,500

 

Shareholders

•    General Partners: companies of the Gobin family group and Jacques Riou

•    Limited Partner: Agena and the Riou family group

 

Managing Partners

•    Magerco, represented by Gilles Gobin

•    Agena, represented by Jacques Riou

 

Registered office
46, rue Boissière
75116 Paris – France

 

Number of Rubis shares
held as of 31/12/2022
0

Office within Rubis
General Partner company since 20 June 1997 and Managing Partner since 10 March 2005.

Other key offices within the Group
None

Other offices and positions held outside the Group
None

Powers of the Management Board

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 challenges 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/or its wholly-owned division head subsidiaries (Rubis Énergie and Rubis Renouvelables):

•   strategy development;

•   steering of development;

•   risk management;

•   closing of the consolidated and separate financial statements of the Group;

•   setting, along with the subsidiaries’ General Managements, the key management decisions resulting therefrom and oversight of their implementation both at the parent company and subsidiary level.

In exercising their management authority, the Managing Partners are supported by the Senior Managers and executives of Rubis SCA, as well as those of the subsidiaries that head the divisions and their operating subsidiaries.

In addition, jointly with Cube Storage Europe HoldCo Ltd (I Squared Capital), 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.

Management Board meetings and work in 2022

In 2022, the Management Board met 17 times. Meetings focused primarily on the following topics:

•   closing of the annual and half-year consolidated and separate financial statements;

•   calling of the Shareholders’ Meeting of 9 June 2022 and determination of the meeting agenda;

•   implementation of a performance share plan;

•   implementation of a capital increase reserved for Group employees;

•   acknowledgement of capital increases resulting from employee subscriptions to capital increases reserved for them, the creation of preferred shares and the conversion of preferred shares into ordinary share;s

•   review of the performance condition governing the conversion of preferred shares into ordinary shares and calculation of the conversion coefficient;

•   buyback of preferred shares not converted into ordinary shares and acknowledgement of the capital reduction following the cancellation of the preferred shares bought back;

•   cancellation of the preferred share plan of 17 December 2019.

Succession plan

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 more than 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. As part of her duties, she structured the Company’s CSR approach and accompanied the Group’s transition to renewable energies, with the acquisition of Photosol and the creation of a division dedicated to Renewable Electricity Production (Rubis Renouvelables). Clarisse Gobin-Swiecznik will join the Management Board on 1 July 2023 as Co-Manager of Sorgema.

The Supervisory Board and the Compensation and Appointments Committee are regularly kept informed of the Management Board succession plan implemented by the General Partners.

5.3 Supervisory Board

5.3.1 Presentation

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)

Nom                     Age     Gender Date
of first ap-
pointment
Expiry of current
term of office
Seniority
on the Board
Independence Participation
in the Accounts
and Risk
Monitoring
Committee
Participation
in the Com-
pensation and
Appointments
Committee
Olivier Heckenroth (Chairman of the Supervisory Board) 71 years M 15/06/1995 2023 AGM 27 years  
Nils Christian Bergene 68 years M 10/06/2021 2024 AGM 2 years Chairman
Hervé Claquin 73 years M 14/06/2007 2024 AGM 15 years      
Carole Fiquemont 57 years W 11/06/2019 2025 AGM 4 years  
Laure Grimonpret-Tahon 41 years W 05/06/2015 2024 AGM 7 years   Chairwoman
Marc-Olivier Laurent 71 years M 11/06/2019 2025 AGM 4 years    
Cécile Maisonneuve 51 years W 09/06/2022 2025 AGM 1 year    
Chantal Mazzacurati 72 years W 10/06/2010 2025 AGM 12 years    
Alberto Pedrosa 68 years M 09/06/2022 2025 AGM 1 year  
Erik Pointillart 70 years M 24/03/2003 2024 AGM 19 years    
Carine Vinardi 50 years W 09/06/2022 2025 AGM 1 year    
  Average
age: 63
45% W
55% M
    Average
seniority:
8 years
Independence
rate:
64%
Independence
rate:
60%
Independence
rate:
50%

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)

  At the end of the
Shareholders’
Meeting of
Departure Appointment Renewal
Supervisory
Board
9 June 2022 Marie-Hélène Dessailly(1)
Aurélie Goulart-Lechevalier
Cécile Maisonneuve(1)
Carine Vinardi(1)
Alberto Pedrosa(1)
Carole Fiquemont(1)
Chantal Mazzacurati(2)
Marc-Olivier Laurent(3)
8 June 2023 - - Olivier Heckenroth
(1) Independent member of the Supervisory Board.
(2) Member having lost her independence qualification at the end of the 9 June 2022 Shareholders’ Meeting due to her length of service on the Supervisory Board.
(3) Member qualified as non-independent for the Shareholders’ Meeting of 9 June 2022 and independent for the Shareholders’ Meeting of 8 June 2023.

 

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

Olivier Heckenroth
Experience and expertise
With a master’s degree in law and political science, and a bachelor’s degree in history, Olivier Heckenroth began his career in 1977 with the Société Commerciale d’Affrètement et de Combustibles (SCAC). He was subsequently technical advisor first to the Information and Communications Unit of the French Prime Minister (1980-1981), and then to the French Ministry of Defence (1981- 1987). He is also a former auditor of the Institut des Hautes Études de Défense Nationale. In 1987, he was appointed Chairman and CEO of HV International before becoming Chairman (2002-2004), and then Chairman and CEO (2004-2007) of HR Gestion. Since 2004, Olivier Heckenroth has been Managing Partner of SFHR, a licensed Bank in 2006, then Banque Hottinguer in 2012. He was a Management Board member and CEO of Banque Hottinguer from 2013 to 2019. In 2021, he founded Heckol Ltd, whose main purpose is to provide services relating to the definition of investment strategies and risk analyses in the finance, security and digital business sectors.

Chairman of the Supervisory Board

 

Member of the Accounts and Risk Monitoring Committee

 

Member of the Compensation and Appointments Committee

 

Non-independent member

 

Born on 10 December 1951

 

French nationality

 

Current main position
Chairman of Heckol Ltd

 

Professional address
c/o Rubis
46, rue Boissière
75116 Paris – France

 

Number of Rubis shares
held as of 31/12/2022
8,000

Term of office on Rubis Supervisory Board
Date of first appointment: 15 June 1995
Date of last renewal: 11 June 2020
End of term of office: 2023 Shareholders’ Meeting convened to approve the 2022 financial statements
List of offices held outside the Group in the last five years

Current terms of office

 

In France
Listed companies
None

 

Unlisted companies

•    Director of Sicav HR Monétaire, Larcouest Investissements and Ariel.

 

Abroad
None

Terms of office that have expired during the last five years

•   Director of HR Courtage, MM. Hottinguer & Cie Gestion Privée (a company controlled by Banque Hottinguer) and Bolux (Sicav listed in Luxembourg);

•   Representative of Banque Hottinguer on the Board of Directors of Sicav Stema, of HR Patrimoine Monde and HR Patrimoine Europe;

•   Chairman of the Audit Committee of Banque Hottinguer;

•   Member of the Supervisory Board of Banque Hottinguer.

     
Nils Christian Bergene
Experience and expertise
A graduate of Science Po Paris and Insead, Nils Christian Bergene began his career in 1979 at BRS in Paris as a maritime charter broker before returning to Norway to head various maritime companies within the Kvaerner industrial group for eight years. Since 1993, Mr Bergen has worked as an independent maritime charter broker through his own company, Nitrogas.

Chairman of the Accounts and Risk Monitoring Committee

 

Member of the Compensation and Appointments Committee

 

Independent member

 

Born on 24 July 1954

 

Norwegian nationality

 

Current main position
Maritime transport broker

 

Professional address
Nitrogas
Grimelundshaugen 11
0374 Oslo

Norway

 

Number of Rubis shares
held as of 31/12/2022
1,969

Term of office on Rubis Supervisory Board

Date of first appointment: 10 June 2021

Date of last renewal: -
(previously, member of the Supervisory Board (appointed by the 6 June 2000 Shareholders’ Meeting – term expired at the end of the 5 June 2015 Shareholders’ Meeting))
End of term of office: 2024 Shareholders’ Meeting convened to approve the 2023 financial statements

List of offices held outside the Group in the last five years

Current terms of office

 

In France

None

 

Abroad

None

Terms of office that have expired during the ast five years

•    Lorentzen & Stemoco AS;

•    Skipsreder Jørgen J. Lorentzens fund (foundation)

 

     
Hervé Claquin
Experience and expertise
After graduating from HEC business school, Hervé Claquin began his career as a financial analyst with Crédit Lyonnais in 1974 before joining ABN AMRO Group in 1976. In 1992, he created ABN AMRO Capital France to develop the private equity business focusing on mid-market companies. In 2008, ABN AMRO Capital France became independent and was renamed Abénex Capital, which he chaired until 2017.

Non-independent member

 

Born on 24 March 1949

 

French nationality

 

Current main position
Director of Abénex Capital

 

Professional address
Abénex Capital
9, avenue Percier
75008 Paris – France

 

Number of Rubis shares
held as of 31/12/2022
62,984 (directly)
and 33,663 (via Stefreba SAS,
a holding company wholly
owned by Hervé Claquin)

Term of office on Rubis Supervisory Board
Date of first appointment: 14 June 2007
Date of last renewal: 10 June 2021
End of term of office: 2024 Shareholders’ Meeting convened to approve the 2023 financial statements
List of offices held outside the Group in the last five years

Current terms of office

 

In France

Listed companies

None

 

Unlisted companies

•   Chairman of Stefreba (SAS);

•   Director of Abénex Capital (SAS);
Director of Andromède (SAS);

•    Chief Executive Officer of CVM Investissement (SAS) (Abénex Group);

•    Member of the Board of Directors of Premista SAS.

 

Abroad

None

Terms of office that have expired during the last five years

•    Director of Holding des Centres Point Vision (SAS) (Point Vision Group); Director of Ibénex Lux SA (Abénex Group) (Luxembourg);
Director of Sicav de Neuflize Europe Expansion and of Neuflize France;

•    Chairman of the Strategy Committee of Dolski (SAS) (Outinord Group);

•    Chairman of the Board of Directors of Œneo SA (listed company);

•    Chief Executive Officer of Gd F Immo Holding (SAS) (Abénex Group);

•    Chairman of SPPICAV Fresh Invest Real Estate (Abénex Group)

•    Manager of Stefreba (SARL);

•    Member of the Supervisory Board of Buffalo Grill (SA with a Management Board), Rossini Holding SAS (Buffalo Grill Group), Onduline (SA with a Management Board), RG Holding (SAS) and Ibénex OPCI;

•    Member of the Strategy Committee of Rossini Holding SAS (Buffalo Grill Group);

•    Chairman and member of the Management Committee of Financière OFIC SAS (Onduline Group);

•    Non-voting member of the Board of Directors of Premista SAS.

     
Alberto Ferreira Pedrosa Neto
Experience and expertise
A graduate of Instituto Tecnologico de Aeronautica, with specialisations earned from FGV and Insead/Cedep, Alberto Pedrosa began his career in Brazil with the Rhône-Poulenc Group in 1976. Based in France starting in 1985, Mr Pedrosa held General Management positions carrying international responsibilities at Rhône-Poulenc, Rhodia, Alstom and Renault. Upon returning to Brazil in 2013, he headed Tereos’s local subsidiary and other sugar companies. He is currently a company Director and consultant.

Member of the Accounts and
Risk Monitoring Committee

 

Independent member

 

Born on 1 June 1954

 

Italian and Brazilian nationalities

 

Current main position
Companies’ Director

 

Professional address
Rua Dr Melo Alves 717
01417-010 São Paulo

Brazil

 

Number of Rubis shares
held as of 31/12/2022
300

Term of office on Rubis Supervisory Board
Date of first appointment: 9 June 2022
Date of last renewal: -
End of term of office: 2025 Shareholders’ Meeting convened to approve the 2024 financial statements 
List of offices held outside the Group in the last five years

Current terms of office

 

In France
Listed companies

•    Member of the Americas Advisory Board of Cie Plastic Omnium SE.

 

Unlisted companies

•   Member of the International Advisory Board of EDHEC Business School.

 

Abroad
Listed companies
None

 

Unlisted companies

•   Vice-Chairman of the Advisory Board of HPE Automotores do Brasil Ltda;

•   Member of the Board of Directors of SNEF Latam Engenharia e Tecnologia SA.

Terms of office that have expired during the last five years
None

 

     
Carole Fiquemont
Experience and expertise
Carole Fiquemont holds a degree in accounting. After several years’ experience in accounting and auditing, she joined Groupe Industriel Marcel Dassault (holding company of the Dassault Group) in 1998, where she currently serves as Corporate Secretary. In this capacity, she is in charge of and responsible for matters concerning accounting and consolidated financial statements, taxation, corporate matters, and the negotiation of investment and divestment transactions.

Member of the Accounts and Risk Monitoring Committee

 

Independent member

 

Born on 3 June 1965

 

French nationality

 

Current main position
Corporate Secretary of GIMD

 

Professional address
GIMD
9, rond-point
des Champs-Élysées –
Marcel Dassault
75008 Paris – France

 

Number of Rubis shares
held as of 31/12/2022
1,375

Term of office on Rubis Supervisory Board
Date of first appointment: 11 June 2019
Date of last renewal: 9 June 2022
End of term of office: 2025 Shareholders’ Meeting convened to approve the 2024 financial statements
List of offices held outside the Group in the last five years

Current terms of office

 

In France
Listed companies

•   Member of the Management Board of Immobilière Dassault SA.

 

Unlisted companies

•   Director of Artcurial SA, CPPJ SA and Figaro Classifieds SA;

•   Member of the Supervisory Board of Les Maisons du Voyage SA, Marco Vasco SA, Dassault Real Estate SAS and Financière Dassault SAS.

 

Abroad

Listed companies

None

 

Unlisted companies

•   Director of Dasnimmo SA (Switzerland), Sitam SA (Switzerland), Sitam Ventures (Switzerland) and Sitam Luxembourg;

•   Manager of DRE Trebol de Diagonal (Spain);

•   Director of 275 Sacramento Street LLC (USA);

•   Director/Secretary of Sitam America (USA).

Terms of office that have expired during the last five years

•   Director of SABCA (Belgium) (listed company) and Terramaris International (Switzerland);

•   Secretary of Marcel Dassault Trading Corporation (USA).

 

   
Laure Grimonpret-Tahon
Experience and expertise
With a DEA (postgraduate degree) in international and European business law and litigation and a master’s degree in law and management from Essec, Laure Grimonpret-Tahon began her career in 2006 as counsel in Dassault Systèmes’ company and contracts departments before moving to Accenture Paris (2007-2014) as Legal Officer in charge of corporate matters, compliance and contracts. In 2014, she joined the Legal Department of CGI (an independent IT and business management services company). She is currently Legal Director for Western and Southern Europe, in charge of internal affairs, customer contracts and labour relations.

Chairwoman of the Compensation and Appointments Committee

 

Independent member

 

Born on 26 July 1981

 

French nationality

 

Current main position
General Counsel of CGI

 

Professional address
CGI
17, place des Reflets
Immeuble CB16
92097 Paris-La-Défense Cedex
– France

 

Number of Rubis shares
held as of 31/12/2022
433

Term of office on Rubis Supervisory Board
Date of first appointment: 5 June 2015
Date of last renewal: 10 June 2021
End of term of office: 2024 Shareholders’ Meeting convened to approve the 2023 financial statements
List of offices held outside the Group in the last five years

Current terms of office

 

In France

None

 

Abroad

None

Terms of office that have expired during the last five years

•    Member of the Board of Directors of Umanis SA.

 
Marc-Olivier Laurent
Experience and expertise
Marc-Olivier Laurent is a graduate of HEC and holds a PhD in African social anthropology from Paris-Sorbonne University. Between 1978 and 1984, he was responsible for investments at Institut de Développement Industriel (IDI). From 1984 to 1993, he headed the M&A, Corporate Finance and Equity division of Crédit Commercial de France. He joined Rothschild & Co. in 1993 as Managing Director, and then Partner. Until 2022, he was Managing Partner de Rothschild & Co Gestion and Executive Chairman de Rothschild & Co Merchant Banking. He is currently Chairman of the Supervisory Board of Rothschild & Co and Managing Partner of the Five Arrows Long Term fund.

Independent member

 

Born on 4 March 1952

 

French nationality

 

Current main position

Chairman of the Supervisory
Board of Rothschild & Co
Managing Partner of the Five
Arrows Long Term fund

 

Professional address

Rothschild & Co Five Arrows

Managers

23 bis, avenue Messina

75008 Paris – France

 

Number of Rubis shares
held as of 31/12/2022
23,868

Term of office on Rubis Supervisory Board
Date of first appointment: 11 June 2019
Date of last renewal: 9 June 2022
End of term of office: 2025 Shareholders’ Meeting convened to approve the 2024 financial statements
List of offices held outside the Group in the last five years

Current terms of office

 

In France
Listed companies
None

 

Unlisted companies

Vice-Chairman and member of the Supervisory Board of Caravelle.

 

Abroad
None

 

Terms of office that have expired during the last five years

•   Managing Partner of Rothschild & Co Gestion SAS (RCOG);

•    Executive Chairman of Rothschild & Co. Merchant Banking;

•   Member of the Supervisory Board of Arcole Industries;

•   Chairman and Member of the Board of Directors of Institut Catholique de Paris (ICP).

 

   
Cécile Maisonneuve
Experience and expertise
A graduate of École Normale Supérieure, Sciences Po Paris, and Université Paris IV-Sorbonne (Master), Cécile Maisonneuve began her career in 1997 at the French National Assembly as a civil servant, holding positions for 10 years successively within the Defence, Laws and Foreign Affairs Committees. She moved to the Areva Group, where she was responsible for their prospective and international public affairs before becoming the head of the Energy-Climate Centre of the Institut Français des Relations Internationales in 2013. She joined the Vinci Group in 2015, and headed their innovation and prospective lab, La Fabrique de la Cité, for six years. Ms Maisonneuve currently heads Decysive, a research, advisory and know-how transmittal firm focusing on energy, environmental and geopolitical issues. Ms Maisonneuve monitors these issues as a Senior Fellow of Institut Montaigne and as an advisor to the Energy-Climate Centre of the Institut Français des Relations Internationales. She also writes on these subjects in bi-monthly columns for L’Express and lectures at Sciences Po Paris.

Independent member

 

Born on 23 July 1971

 

French nationality

 

Current main position
Manager of Decysive

 

Professional address
Decysive
13, rue de Thorigny
75003 Paris – France

 

Number of Rubis shares
held as of 31/12/2022
100

Term of office on Rubis Supervisory Board
Date of first appointment: 9 June 2022
Date of last renewal: -
End of term of office: 2025 Shareholders’ Meeting convened to approve the 2024 financial statements
List of offices held outside the Group in the last five years

Current terms of office

 

In France
None

 

Abroad
None

Terms of office that have expired during the last five years

•    Member of the Board of Directors of La Française de l’Énergie (listed company);

•    Member of the Supervisory Board of Global Climate Initiatives.

 
Chantal Mazzacurati
Experience and expertise
Chantal Mazzacurati is a graduate of HEC business school. She spent her entire career with BNP and then BNP Paribas, where she held a variety of roles in finance, first in the Finance Department, then as Director of Financial Affairs and Industrial Investments, and finally as Head of the Global Equities business line.

Member of the Accounts and
Risk Monitoring Committee

 

Non-independent member

 

Born on 12 May 1950

 

French nationality

 

Current main position
Chief Executive Officer
of Groupe Milan SAS

 

Professional address
Groupe Milan
36, rue de Varenne
75007 Paris – France

 

Number of Rubis shares
held as of 31/12/2022
8,075

Term of office on Rubis Supervisory Board
Date of first appointment: 10 June 2010
Date of last renewal: 9 June 2022
End of term of office: 2025 Shareholders’ Meeting convened to approve the 2024 financial statements
List of offices held outside the Group in the last five years

Current terms of office

 

In France
Listed companies
None

 

Unlisted companies

•   Chief Executive Officer of Groupe Milan SAS.

 

Abroad
None

Terms of office that have expired during the last five years

•   Member of the Management Board of Groupe Milan;

•    Member of the Supervisory Board of BNP Paribas Securities Services (and member of the Risk Management and Appointments Committee).

 

     
Erik Pointillart
Experience and expertise
A graduate of the Institut d’Études Politiques in Paris, Erik Pointillart has 36 years’ experience in the French and European financial sector. He began his career in 1974 in BNP’s Finance Department. He joined Caisse des Dépôts in 1984, and became Chief Executive Officer of CDC Gestion in 1990. In 1994, he joined Écureuil Gestion as Director of Bond and Monetary Management, and in October 1999 became Director of Development and Chairman of the Company’s Management Board.

Member of the Compensation and Appointments Committee

 

Non-independent member

 

Born on 7 May 1952

 

French nationality

 

Current main position
Vice-Chairman of IEFP

 

Professional address
c/o Rubis
46, rue Boissière
75116 Paris – France

 

Number of Rubis shares
held as of 31/12/2022
1,851

Term of office on Rubis Supervisory Board
Date of first appointment: 24 March 2003
Date of last renewal: 10 June 2021
End of term of office: 2024 Shareholders’ Meeting convened to approve the 2023 financial statements
List of offices held outside the Group in the last five years

Current terms of office

 

In France

Listed companies

None

 

Unlisted companies

•   Vice-Chairman of IEFP.

 

Abroad

 

None

Terms of office that have expired during the last five years

•   Partner at Nostrum Conseil.

 

 
Carine Vinardi
Experience and expertise
An Itech Lyon engineer, Carine Vinardi holds a PhD in Industrial Engineering from UTC Compiègne-Sorbonne University. She began her career in 1997. Having worked in industry, Ms Vinardi has experience in operational management and managing cross-functional positions in different international companies and along the entire value chain. She is currently head of R&D and Operations at the Tarkett Group, which specialises in floor coverings and sports surfaces.

Independent member

 

Born on 13 February 1973

 

French nationality

 

Current main position
R&D and Operations EVP of Tarkett

 

Professional address
Tarkett
1 terrasse Bellini
Tour Initiale
92919 Paris La Défense – France

 

Number of Rubis shares
held as of 31/12/2022
250

Term of office on Rubis Supervisory Board
Date of first appointment: 9 June 2022
Date of last renewal: -
End of term of office: 2025 Shareholders’ Meeting convened to approve the 2024 financial statements
List of offices held outside the Group in the last five years

Current terms of office

 

In France
Listed companies
None

 

Unlisted companies

•   Independent Director, member of the Supervisory Board of Forlam SAS.

 

Abroad
None

Terms of office that have expired during the last five years
None

 

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)*

                  Management
of large industrial
or banking groups
International
experience
Finance
and audit
 Legal   M&A  Compliance Insurance  HR    CSR  Security
Olivier Heckenroth  
Nils Christian Bergene      
Hervé Claquin              
Carole Fiquemont          
Laure Grimonpret-Tahon        
Marc-Olivier Laurent            
Cécile Maisonneuve                
Chantal Mazzacurati            
Alberto Pedrosa          
Erik Pointillart              
Carine Vinardi          
TOTAL 7
(64%)
8
(73%)
8
(73%)
4
(36%)
6
(54%)
4
(36%)
3
(27%)
4
(36%)
5
(45%)
4
(36%)

 

* 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)

        Independence criteria        
  Not an
employee or
corporate
officer
during
the last
five years
Absence of
“reciprocal
offices”
No
significant
business
relationship
No close
family
ties with
a corporate
officer
Not a
Statutory
Auditor
in the last
five years
Seniority
on the Board
≤ 12 years
No variable or
performance
related
compensation
Share
capital and
voting rights
≤ 10%
Indepen-
dence
Olivier Heckenroth  
Nils Christian Bergene
Hervé Claquin    
Carole Fiquemont
Laure Grimonpret-Tahon
Marc-Olivier Laurent
Cécile Maisonneuve
Chantal Mazzacurati  
Alberto Pedrosa
Erik Pointillart    
Carine Vinardi
Independence rate                 64%

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%.

 

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).

Application procedures for new corporate officers

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.

5.5 Additional information

Absence of conflicts of interest, impediments or convictions

There are no family ties between the Managing Partners and the members of the Supervisory Board.

No Managing Partner or member of the Supervisory Board has any conflict of interest between his/her duties to Rubis and his/her private interests and/or other duties to which he/she is bound.

To Rubis’ knowledge, there is no arrangement or agreement between the Company and the main shareholders, clients, suppliers or others pursuant to which the members of the Supervisory Board or the Managing Partners have been selected.

No Managing Partner or member of the Supervisory Board has ever been convicted of fraud, filed for bankruptcy or been placed in receivership or liquidation.

No Managing Partner or member of the Supervisory Board has ever been the subject of a criminal prosecution or official public sanction pronounced by statutory or regulatory authorities.

No Managing Partner or member of the Supervisory Board has ever been prevented by a court from acting as member of an issuer’s administrative, management or supervisory body, or from being involved in the management or direction of an issuer’s affairs in the last five years at least.

Absence of any agreements binding a member of the Supervisory Board or a Managing Partner to Rubis or to one of its subsidiaries

There are no service contracts binding the Managing Partners or the members of the Supervisory Board to Rubis or any one of Rubis’ subsidiaries.

No loans or guarantees have been granted or made on behalf of the Managing Partners or the members of the Supervisory Board.

Transactions with related parties

The Group’s related parties include affiliates (joint undertakings and joint ventures, see notes 8 and 9 to the consolidated financial statements) and the principal Senior Managers (dirigeants) and close members of their family.

Agreements entered into by Rubis SCA with subsidiaries that it does not, directly or indirectly, wholly own (such as Rubis Terminal, RT Invest, Rubis Terminal Infra and Rubis Photosol), may be classified as related-party agreements and be the subject of the Statutory Auditors’ special report on related-party agreements mentioned below.

Transactions between the parent company and its fully consolidated subsidiaries are eliminated in the consolidated financial statements.

There are no other agreements with related parties.

Related-party agreements

Related-party agreements are described in the Statutory Auditors’ special report on related-party agreements in chapter 7, section 7.4.3. They are also explained in the presentation of the draft resolutions in the Notice of meeting for the Shareholders’ Meeting of 8 June 2023.

Procedure for assessing agreements relating to ordinary course transactions entered into on arm’s length terms

In accordance with Article L. 22-10-12 of the French Commercial Code, an internal charter on the regular assessment of regulated and non-regulated agreements was adopted by the Supervisory Board at its meeting of 12 March 2020.

On 10 March 2022, the Supervisory Board amended this charter for the purpose of specifying that the assessment of any agreement relating to an ordinary transaction entered into under arm’s length terms would be carried out by the Company’s internal departments, with the assistance of the Statutory Auditors, if need be.

The Supervisory Board meeting of 16 March 2023 was informed by the Corporate Secretary of the Company that no difficulties were encountered in the implementation of this procedure during the financial year 2022. The Supervisory Board therefore considered that no improvements needed to be made.

Restrictions on the disposal by members of the Supervisory Board and Managing Partners of their interests in Rubis’ share capital

To Rubis’ knowledge, no restrictions have been agreed by the Managing Partners or by the members of the Supervisory Board with respect to the sale of their shares in the Company, with the exception of rules governing trading in Rubis securities provided for by applicable legal provisions (see the section entitled “Blackout periods” below).

Blackout periods

Internal prudential rules provide for blackout periods during which time transactions in Rubis securities are prohibited for the Managing Partners and members of the Supervisory Board as well as for certain employees and external suppliers. These blackout periods start 30 days prior to the date scheduled for the publication of the annual and half-year results and 15 days prior to the date scheduled for the publication of quarterly revenue, and end the day after publication of such results. Furthermore, and in any event, trading in Rubis securities is prohibited if inside information is held (and until the day after its publication).

Securities transactions carried out by executive corporate officers

To the Company’s knowledge, the Managing Partners and members of the Supervisory Board of Rubis did not carry out any transactions involving the Company’s securities in financial year 2022.

Summary table of current delegations of authority to increase the share capital currently in force and use made of such delegations

This table, which is an integral part of the Supervisory Board’s report on corporate governance, appears in chapter 6, section 6.2.4 of this Universal Registration Document.

Participation of shareholders at Shareholders’ Meetings

The procedures for shareholder participation and voting at Shareholders’ Meetings, which form an integral part of the Supervisory Board’s report on corporate governance, are set out in chapter 6, section 6.1.4 of this Universal Registration Document. They are described in Articles 34 to 40 of the Company’s by-laws (which are available on the Company’s website).

Elements liable to have an impact in the event of a public offer

None of the elements described in Article L. 22-10-11 of the French Commercial Code is liable to have an impact in the event of a public tender offer or exchange offer.

Statutory Auditors’ specific verifications on the report on corporate governance

In accordance with the standard NEP 9510 published on 7 October 2018, the Statutory Auditors’ specific verifications implemented pursuant to Article L. 22-10-71 of the French Commercial Code on the Supervisory Board’s report on corporate governance are described in the Statutory Auditors’ report on the annual financial statements in chapter 7, section 7.4.2 of this Universal Registration Document.

6. INFORMATION about the COMPANY and its CAPITAL

 

6.1 Information about the Company

Rubis is a French Partnership Limited by Shares (Société en Commandite par Actions) governed by Articles L. 226-1 to L. 226-14 and L. 22-10-74 to L. 22-10-78 of the French Commercial Code and, insofar as they are compatible with the above-mentioned articles, by the provisions relating to Limited Partnerships (société en commandite simple) and public limited companies (sociétés anonymes). Within this legal framework, the Company is also governed by its by-laws.

This corporate form includes two categories of partners:

•   General Partners, who have the status of merchants and are indefinitely and jointly and severally liable for corporate debts;

•   Limited Partners (or shareholders), who are non-merchants and whose liability is limited to the amount of their contributions.

The law and Rubis’ by-laws make the Partnership Limited by Shares a modern structure that is adapted to the principles of good corporate governance, as reflected by:

•   the very clear separation of powers between the Management Board, which governs corporate affairs, and the Supervisory Board, whose members are appointed by the shareholders and which is tasked with overseeing the Company’s management, and notably giving its opinion on the compensation policy applicable to the Management Board and determining the components of the compensation to be awarded and paid ex-post to corporate officers;

•   the unlimited personal liability of the General Partner, which attests to the appropriate match between commitment of assets, power and responsibility;

•   the awarding to the Supervisory Board of the same powers and rights to communication and of investigation as those granted to the Statutory Auditors;

•   the right of shareholders to oppose the appointment of a candidate for the Management Board when he/she is not a General Partner.

6.1.1 General Partners

Rubis’ General Partners are:

•   Gilles Gobin;

•   Sorgema, a limited liability company (société à responsabilité limitée) whose Manager is Gilles Gobin and whose shareholders are members of the Gobin family group;

•   GR Partenaires, a Limited Partnership whose General Partners are the Gobin family group companies and Jacques Riou. The Limited Partners of GR Partenaires are Agena and members of the Riou family group.

6.2 Information on share capital and share ownership

6.2.1 Share capital as of 31 December 2022

The share capital as of 31 December 2022 amounted to €128,691,957.50, divided into 102,953,566 ordinary shares with a par value of €1.25 each, following the transactions carried out during the financial year 2022 as set out in the table in section 6.2.3.

As of this same date, the number of exercisable voting rights was 102,868,579. As double voting rights are excluded by Article 40 of the by-laws, each ordinary share carries one voting right.

6.3 Dividends

6.3.1 Dividend paid to the Limited Partners (or shareholders)

The Company pursues a stable dividend policy, with a payout ratio of over 60% and medium- to long-term dividend growth in line with earnings per share.

Accordingly, the Company will propose a dividend of €1.92 per ordinary share to the 2023 Shareholders’ Meeting. This amount is an increase of more than 3% compared to the dividend paid for the financial year 2021 (€1.86 per ordinary share and €0.93 per preferred share). There are no longer any preferred shares since February 2023.

DIVIDENDS PAID TO SHAREHOLDERS OVER THE LAST FIVE YEARS

Date of Shareholders’ Meeting Financial year
concerned
Number of shares Net dividend
paid
(in euros)
Total net amounts
distributed
(in euros)
    95,048,202 ordinary shares 1.50 142,572,303
Shareholders’ Meeting 07/06/2018 2017 2,740 preferred shares 0.75 2,055
    97,182,460 ordinary shares 1.59 154,520,111
Shareholders’ Meeting 11/06/2019 2018 2,740 preferred shares 0.79 2,165
    100,345,050 ordinary shares 1.75 175,603,837
Shareholders’ Meeting 11/06/2020 2019 3,722 preferred shares 0.87 3,238
    100,950,230 ordinary shares 1.80 181,710,414
Shareholders’ Meeting 10/06/2021 2020 5,188 preferred shares 0.90 4,669
    102,720,441 ordinary shares 1.86 191,060,020
Shareholders’ Meeting 09/06/2022 2021 514 preferred shares 0.93 478

Dividends not claimed within five years from the date of their payment are forfeited and paid to the French Treasury.

6.4 Employee shareholdings

As of 31 December 2022, Group employees owned 1.66% of Rubis’ share capital and voting rights through the Rubis Avenir mutual fund. Since the fund was put in place in 2002, Rubis has carried out a capital increase reserved for employees of eligible companies (companies with their registered office in France) every year. All these transactions have attracted a high level of participation by the Group’s employees.

6.4.1 Capital increase reserved for Group employees: 2022 operation

Acting pursuant to the Combined Shareholders’ Meeting’s delegation of 10 June 2021, on 13 January 2022, the Management Board carried out a capital increase reserved for employees of eligible Group companies through the Rubis Avenir mutual fund.

In accordance with Article L. 3332-19 of the French Labour Code and the delegation granted by the shareholders, the subscription price for new shares was set at 75% of the average listing opening prices during the 20 trading days preceding the 13 January 2022 meeting. This average amounted to €26.75, resulting in a subscription price of €20.07.

This transaction resulted in the subscription of 171,576 new shares for a total amount of €3,443,530.32, representing the payment of the par value in the amount of €214,470 and a share premium in the amount of €3,229,060.32. The subscription rate of the Group’s employees was 48.46%.

A new transaction was decided by the Management Board on 3 January 2023 and was ongoing as of the date this document was filed.

6.5 Stock options, performance shares and preferred shares

In accordance with the provisions of Articles L. 225-184 and L. 225-197-4 of the French Commercial Code, this chapter constitutes the special report of the Management Board on stock options, performance shares and preferred shares.

6.5.1 Award policy

The Company has set up stock option plans, performance share plans and preferred share plans to motivate and retain high-potential executives and Senior Managers of subsidiaries whom it wishes to keep in its workforce over the long term to ensure its future growth. These plans also enable the Company to ensure that the interests of beneficiaries are aligned with those of shareholders over the long term.

The Managing Partners and the General Partners of the Company do not benefit from any such plan.

In accordance with the recommendations of the Afep-Medef Code, all plans issued by the Company are fully subject to performance conditions and a condition of the beneficiaries being in the Group’s workforce. The latter is assessed on the date of the exercise of the options, on the date of the vesting of the performance or preferred shares, as well as on the date on which the conversion period of the preferred shares into ordinary shares begins.

The main characteristics of the stock option, performance share and preferred share plans, and in particular the performance conditions to which they are fully subject, are set out in section 6.5.6 of this document.

6.6 Relations with investors and financial analysts

The Group strives to maintain close relationships with financial analysts and all its shareholders, whether individual or institutional, French or foreign. Rubis has also developed its relationships with French and international brokers, including CM-CIC, Exane BNP Paribas, Gilbert Dupont, Kepler Cheuvreux, Oddo, Portzamparc and Société Générale. Analyst and investor meetings and/or conference calls are held when the annual (in March) and half-year (in September) results are released or at the time of any other significant event. In addition, conference calls are organised with financial analysts and institutional investors after the publication of quarterly revenue figures. In parallel, the Group’s management speaks at conferences and roadshows organised throughout the year by specialised financial intermediaries. Investors can also contact the Director of Investor Relations at any time.

Documents accessible to the public

Documents and information relating to the Company (in particular its by-laws and other corporate documents such as the Notice of meeting) and the 2022 consolidated financial statements may be consulted on the Company’s website (www.rubis.fr). The consolidated financial statements and the separate financial statements for 2022 and previous years are also available at the Company’s registered office, under the conditions provided for by law.

The Company’s press releases, the 2021 and subsequent Universal Registration Documents and the earlier Registration Documents filed with the French Financial Markets Authority (AMF), together with their updates, where applicable, are available on the Company’s website.

Presentations made by the Group at the time its annual and half-year results are published, as well as quarterly financial information (revenue for the first, third and fourth quarters) and presentations relating to strategy and CSR challenges can also be consulted on the Company’s website.

Regulated information is posted on the Company’s website for at least five years and on the website of the French Legal and Administrative Information Directorate (www.info-financiere.fr).

Finally, declarations on the crossing of thresholds are published on the AMF’s website (www.amf-france.org).

2023 financial agenda

4 May 2023 First-quarter 2023 revenue (after trading)
8 June 2023 Shareholders’ Meeting (2 p.m.)
7 September 2023 2023 half-yearly results (after trading)
7 November 2023 Third-quarter 2023 revenue (after trading)

Identity

Trade and Companies Register: 784 393 530 RCS Paris

LEI: 969500MGFIKUGLTC9742

APE code: 6420Z

ISIN code: FR0013269123

Listing venue: Euronext Paris

Main indices: CAC MID 60 and SBF 120

Contacts

Head office

Rubis

46, rue Boissière – 75116 Paris – France

+33 (0)1 44 17 95 95

rubis@rubis.fr

Investor relations

Clémence Mignot-Dupeyrot

Head of Investor Relations

+33 (0)1 45 01 87 44

investors@rubis.fr

Shareholder contact

Uptevia

Service Assemblées Générales

12 place des États-Unis

CS 40083

92549 Montrouge Cedex – France

Become a shareholder

ct-contact@uptevia.com

Shareholders’ Meetings

ct-assemblees@uptevia.com

Press relations

+33 (0)1 45 01 99 51

presse@rubis.fr

7. FINANCIAL STATEMENTS

 

7.1 2022 consolidated financial statements and notes

Consolidated balance sheet

ASSETS

(in thousands of euros)   Notes   31/12/2022   31/12/2021
Non-current assets            
Intangible assets   4.3   79,777   31,574
Goodwill   4.2   1,719,170   1,231,635
Property, plant and equipment   4.1.1   1,662,305   1,268,465
Property, plant and equipment – right-of-use assets   4.1.2   221,748   166,288
Interests in joint ventures   9   305,127   322,171
Other financial assets   4.5.1   204,636   132,482
Deferred tax   4.6   18,911   12,913
Other non-current assets   4.5.3   9,542   10,408
TOTAL NON-CURRENT ASSETS (I)       4,221,216   3,175,936
Current assets            
Inventory and work in progress   4.7   616,010   543,893
Trade and other receivables   4.5.4   770,421   622,478
Tax receivables       36,018   21,901
Other current assets   4.5.2   21,469   23,426
Cash and cash equivalents   4.5.5   804,907   874,890
TOTAL CURRENT ASSETS (II)       2,248,825   2,086,588
TOTAL ASSETS (I + II)       6,470,041   5,262,524

 

EQUITY AND LIABILITIES

(in thousands of euros)   Notes   31/12/2022   31/12/2021
Equity – Group share            
Share capital       128,692   128,177
Share premium       1,550,120   1,547,236
Retained earnings       1,054,652   941,249
TOTAL       2,733,464   2,616,662
NON-CONTROLLING INTERESTS       126,826   119,703
EQUITY (I)   4.8   2,860,290   2,736,365
Non-current liabilities            
Borrowings and financial debt   4.10.1   1,299,607   805,667
Lease liabilities   4.10.1   196,914   138,175
Deposit/consignment       148,588   138,828
Provisions for pensions and other employee benefit obligations   4.12   40,163   56,438
Other provisions   4.11   98,008   159,825
Deferred tax   4.6   92,480   63,071
Other non-current liabilities   4.10.3   94,509   3,214
TOTAL NON-CURRENT LIABILITIES (II)       1,970,269   1,365,218
Current liabilities            
Borrowings and short-term bank borrowings (portion due in less than one year)   4.10.1   791,501   507,521
Lease liabilities (portion due in less than one year)   4.10.1   27,735   23,742
Trade and other payables   4.10.4   781,742   601,605
Current tax liabilities       28,771   23,318
Other current liabilities   4.10.3   9,733   4,755
TOTAL CURRENT LIABILITIES (III)       1,639,482   1,160,941
TOTAL EQUITY AND LIABILITIES (I + II + III)       6,470,041   5,262,524

 

Consolidated income statement

(in thousands of euros)   Notes   Change   31/12/2022   31/12/2021
NET REVENUE   5.1   +55%   7,134,728   4,589,446
Consumed purchases   5.2       (5,690,380)   (3,319,645)
External expenses   5.4       (403,404)   (415,461)
Payroll expenses   5.3       (236,965)   (199,479)
Taxes           (134,485)   (122,564)
EBITDA       +26%   669,494   532,297
Other operating income           940   3,106
Net depreciation and provisions   5.5       (167,747)   (136,530)
Other operating income and expenses   5.6       6,327   (7,045)
EBIT       +30%   509,014   391,828
Other operating income and expenses   5.7       (58,136)   4,802
Operating income before share of net income from joint ventures       +14%   450,878   396,630
Share of net income from joint ventures   9       5,732   5,906
Operating income after share of net income from joint ventures       +13%   456,610   402,536
Income from cash and cash equivalents           11,868   9,645
Gross interest expense and cost of debt           (42,363)   (22,220)
Cost of net financial debt   5.8   +143%   (30,495)   (12,575)
Interest expense on lease liabilities           (10,234)   8,565
Other finance income and expenses   5.9       (80,116)   (11,456)
Profit (loss) before tax       -9%   335,765   369,940
Income tax   5.10       (63,862)   (65,201)
Net income       -11%   271,903   304,739
Net income, Group share       -10%   262,896   292,569
Net income, non-controlling interests       -26%   9,007   12,170
Earnings per share (in euros)   5.11   -10%   2.56   2.86
Diluted earnings per share (in euros)   5.11   -11%   2.55   2.86

 

Statement of other comprehensive income

(in thousands of euros)   31/12/2022   31/12/2021
TOTAL CONSOLIDATED NET INCOME (I)   271,903   304,739
Foreign exchange differences (excluding joint ventures)   (8,141)   47,748
Hedging instruments   39,732   4,715
Income tax on hedging instruments   (10,263)   (1,249)
Financial assets at fair value through comprehensive income   (14,020)   (11,642)
Restatements due to hyperinflation   2,787   3,333
Taxes on restatements due to hyperinflation   (1,177)   (1,034)
Items recyclable in P&L from joint ventures   10,818   1,916
Items that will subsequently be recycled in P&L (II)   19,736   43,787
Actuarial gains and losses   20,035   6,966
Income tax on actuarial gains and losses   (3,346)   (1,347)
Change in fair value of buyback option on non-controlling interests   (8,500)   -
Items not recyclable in P&L from joint ventures   307   350
Items that will not subsequently be recycled in P&L (III)   8,496   5,969
COMPREHENSIVE INCOME FOR THE PERIOD (I + II + III)   300,135   354,495
Share attributable to the owners of the Group’s parent company   289,852   341,390
Share attributable to non-controlling interests   10,283   13,105

 

Consolidated statement of changes in equity

CAPITAUX PROPRES AU 31 Shares
outstanding
Of which
treasury
shares
Share