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 filled on 29 April 2024 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 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 2023 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 include the two divisions: Energy Distribution and Renewable Electricity Production, as well as the Bulk Liquid Storage activity, i.e., 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.

 

ENERGY DISTRIBUTION DIVISION OR RUBIS ÉNERGIE

 

These terms refer to Rubis Énergie SAS, a wholly-owned subsidiary of Rubis SCA, and its subsidiaries, whose two activities are Support & Services (trading-supply, shipping and the Antilles refinery) and Retail & Marketing (the distribution of energy and bitumen).

 

RENEWABLE ELECTRICITY PRODUCTION DIVISION OR RUBIS RENOUVELABLES

 

These terms refer 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.

 

PHOTOVOLTAIC ELECTRICITY PRODUCTION ACTIVITY OR RUBIS PHOTOSOL

 

These terms refer to Rubis Photosol SAS, a majority-owned subsidiary of Rubis Renouvelables, and its subsidiaries.

 

BULK LIQUID STORAGE ACTIVITY OR RUBIS TERMINAL JV OR STORAGE JV

 

These terms refer to Rubis Terminal Infra, the operating subsidiary of RT Invest, and its subsidiaries.

 

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).

 

/ NFIS / Non-Financial Information Statement.

Message from the Managing Partners

Meeting constantly increasing energy consumption needs, and taking climate change into account, are the two challenges Rubis faces today: the aim is to continue supplying energy safely under the best possible economic conditions, wherever the Group operates.

 

Indeed, global demographic and economic growth requires us to guarantee access to reliable and sustainable energy for as many people as possible, but also to enrich offer with low-carbon solutions while ensuring the solvency of our markets.

 

RUBIS’ STRATEGY IS BASED ON A MULTI-PRODUCT, MULTI-COUNTRY APPROACH, CONTROL OF THE LOGISTICS CHAIN AND RELIABLE ACCESS TO ENERGY. WHAT DID THIS MEAN FOR THE GROUP IN 2023?

Gilles Gobin: 2023 was an excellent year for all our business lines. EBIT and net income, Group share(1) increased by 22% and 8% respectively compared to 2022. These very good results are due in particular to sustained activity in the service station network and the aviation sector in both the Caribbean and East Africa, as well as in shipping.

In addition, there is a growth momentum in photovoltaics; the portfolio of secured projects thus increased by 77%.

Lastly, Bulk Liquid Storage, carried out on a joint-venture basis, saw strong growth thanks to the start-up of new storage capacity.

Beyond these good results, the strategy that we have always pursued is based on a healthy and solid financial base. This allows us to continue our developments in high-growth markets and to align all of our actions with a sustainable and long-term vision, which is essential for energy.

It is this model that has enabled us to weather crises without major impact on our operating income, but also to invest in the production of renewable electricity in France and Europe.

 

WHY DID YOU DECIDE TO DISPOSE OF YOUR STAKE IN THE RUBIS TERMINAL JV?

Gilles Gobin: In 2020, we wanted to give Rubis Terminal the means to develop through structuring transactions, which has been the case over the past three years. Today, this cession will enable us to accelerate the deployment of renewable energies in both Energy Distribution, our historic business line, and in Photovoltaic Electricity Production.

 

HOW CAN YOU ENSURE RELIABLE AND SUSTAINABLE ACCESS TO ENERGY FOR YOUR PROFESSIONAL AND INDIVIDUAL CUSTOMERS?

Jacques Riou: We strive to provide energy safely and under the best possible economic conditions. All the countries in which we operate benefit from our expertise in the logistics chain and we adapt our products and services to local needs and challenges.

Whether in Africa, where we supply liquefied gas and bitumen, for example, or in the Caribbean, with our proven island logistics, or in Europe, where we supply remote areas, we are helping to improve people’s quality of life.

Our professional customers have a complete range of solutions adapted to their various business segments. I would add that the less carbon-intensive energy mix we offer allows regions to diversify their energy sources. Furthermore, the Group has also set itself targets for reducing its CO2 emissions. Since 2019, we have thus reduced the carbon intensity of our operations.

 

RUBIS AIMS TO BECOME A MAJOR PLAYER IN THE PRODUCTION OF RENEWABLE ELECTRICITY IN FRANCE AND EUROPE. HOW DID THIS MATERIALISE IN 2023?

Clarisse Gobin-Swiecznik: With a high success rate in calls for tenders from CRE(1) since 2015, we have become a leading player in France. 2023 also marked international development, with our entry into Italy and Spain.

Our diversification in the production of photovoltaic electricity is confirmed as a relevant strategic choice as Europe turns to “all electric” and renewable energies. Our objective is to reach 3.5 GWp of installed capacity by 2030 with a return on equity equivalent to that of our historical business lines. The Group is well positioned to achieve this objective, and we expect strong growth in the market for small installations and rooftops for professionals.

The involvement, talent and collaborative spirit of our teams made it possible to exceed the objectives we had set for ourselves for 2023, and we are very grateful to them.

 

The Managing Partners would also like to thank the shareholders for their loyalty and the confidence they have placed in us in the projects we carry out.

 

The Managing Partners

Gilles Gobin,
Jacques Riou,
Clarisse Gobin-Swiecznik

2023 was an excellent year for all our business lines.

The strategy we are pursuing is part of a sustainable and long-term vision.

 

(1) French Energy Regulation Commission.

Serving the energies of today and tomorrow

Rubis is an independent French group that has been working at the heart of the energy sector for more than 30 years to provide sustainable and reliable access to energy for as many people as possible. In this way, we meet the essential mobility, cooking and heating needs of our individual customers and supply the energy required for the operation of industries and professionals.

1 Presentation of the Group

General presentation

History

A GROUP ON THE MOVE

 

For more than 30 years, we have been meeting the essential needs of our individual, industrial and professional customers. We operate in over 40 countries, working closely on local issues to provide sustainable, reliable access to energy.

 

Strategy

SERVING THE ENERGIES OF TODAY AND TOMORROW

The world’s demographic and economic growth is resulting in a constant increase in energy requirements. At the same time, global warming requires a rapid transition to decarbonised energy sources. This transition must take place while ensuring energy security, i.e., access to reliable and sustainable energy for all.

In this context, we have built a strategy around three pillars based on three levers in the very DNA of our Group

 

  PURSUING OUR DEVELOPMENT IN HIGH-GROWTH MARKETS

To meet the reality of a changing world and growing energy needs, we target well thought-out acquisitions and appropriate investments by continuing to focus on long-term high-growth markets.

Our range of multi-energy services and the products we distribute meet the highest European and international standards. To support this momentum, significant investments have been made (tripled in 10 years). In 2023, we earmarked €41.2 million for the Energy Distribution division’s growth and energy transition and €77 million for the Photovoltaic Electricity Production activity. We have always promoted a decentralised approach to offer our customers innovative solutions tailored to their specific needs. In Africa and the Caribbean region, we hold leading positions in most of our operations, and our expertise in import logistics gives us a sustainable competitive advantage. We are also focusing on the development of renewable energies in all our locations. In this way, we can strengthen our positions and ensure robust financial performance while supporting the economic and social development of the countries in which we operate.

  BECOMING A MAJOR PLAYER IN RENEWABLE ELECTRICITY PRODUCTION IN EUROPE

As a major player in the photovoltaic energy sector in France, we develop tailor-made projects and have know-how across the entire value chain. We achieved unprecedented success rates in the French Energy Regulation Commission (CRE) calls for tenders and all the winning projects were built. At the same time, we are developing long-term contracts with commercial entities (Corporate Power Purchase Agreement).

As a pioneer in the field of agrivoltaics, we work to design projects that optimise the use of agricultural land while supporting the economic viability of farms through increased revenues. Our facilities contribute to the EU’s renewable energy target of achieving a 32% share of renewable energy in gross final energy consumption by 2030, further reducing greenhouse gas emissions.

Growth prospects at the European level are considerable. Building on our experience in France, we have already positioned ourselves in Italy and Spain. We have the means to accelerate the development of this activity, which should contribute 25% of the Group’s EBITDA by 2030.

Thus, we expect 3.5 GWp of installed capacity by 2030 in order to become a major European player in the production of photovoltaic electricity.

  STRENGTHENING OUR SOCIETAL AND ENVIRONMENTAL CONTRIBUTION

As an energy player, we play an essential role in the development of the countries in which we operate whilst contributing to the fight against climate change.

Our liquefied gas offering makes it possible to meet growing energy needs, particularly for domestic use, and is a more sustainable and less harmful alternative to coal or wood. The IEA(1) estimates that nearly a third of people who will have access to clean cooking in Africa by 2030 will have it thanks to LPG.

We have employees of more than 70 nationalities in 45 countries and are committed to developing talent and promoting inclusion and equal opportunity. Moreover, several initiatives have been implemented to bring out talent without gender distinction. Today, 35.5% of positions of responsibility are held by women, i.e., a higher proportion than their representation in the overall headcount (26.4%). We have also set a target of 100% of employees to be trained each year by 2025 and reached more than 89% in 2023.

We also want to promote the social and economic development of the communities we serve, and our aim is to have 100% of our business units implementing some form of community action by 2025. In 2023, 94% of our business units supported a community action for a total of 160,000 beneficiaries.

 

To reduce our carbon footprint, we have defined a decarbonisation plan for our operations with the objective of reducing our CO2 emissions by 30% by 2030 (versus 2019). The Photovoltaic Electricity Production activity completed its first carbon footprint assessment and in 2023 was included in the objectives of our CSR Roadmap Think Tomorrow 2022-2025.

  OPERATIONAL EXCELLENCE

Operational excellence aims first and foremost to guarantee the safety of facilities and people. Comprehensive training programmes, regular inspections and adherence to procedures are essential elements of a safety-focused operational approach. Rubis’ Code of Ethics specifies that each employee must behave responsibly on site, comply with safety and environmental protection procedures and pay particular attention to ensuring that these rules are respected by all (colleagues, suppliers, external service providers, etc.). Since 2015, the frequency rate of occupational accidents has decreased by 36% within the Group.

Operational excellence also involves streamlining processes and implementing best practices across all our operations. By fostering a culture of continuous improvement and leveraging technology, such as advanced monitoring systems and predictive maintenance, the Group improves the performance of its assets and can increase its profitability. As such, the Group invested €56 million in the safety/ maintenance and adaptation of its facilities in 2023.

This search for efficiency throughout the value chain allows us to strengthen our competitiveness in the market by offering quality products at the best price and, in particular, welcoming our customers in 1,084 service stations equipped to international standards. By prioritising efficiency, reliability, safety and sustainability, the Group can improve its operational performance and position itself for long-term success.

(1) Source: IEA, International Energy Outlook, October 2023.
  AGILE ORGANISATION

Our efficiency is based on a decentralised and agile organisation. This approach allows Managers of each subsidiary to have full control over their geographical region and to implement an operational strategy appropriate to local issues and needs. In the current energy sector context, organisational agility is essential to remain competitive and respond to evolving market demands, regulatory changes and technological advances. The regions in which Rubis operates are not homogeneous in their economic development, their market structure, their opportunities and their challenges.

This model, proven in our historical business units for many years, is reflected of motivated and responsible teams. The Group, which employs nearly 99% of its employees locally, values the diversity of skills and points of view. This organisation encourages the knowledge sharing, creativity and accountability, which translates into greater adaptability and responsiveness. By speeding up the decision-making process, decentralisation means we can move quickly to deliver a greater number of innovative solutions to our customers. This promotes the Group’s continuous improvement and resilience and is reflected in market share gains.

Our agile organisation ideally positions us to respond effectively to local needs, while respecting the rigorous HSE and ethics standards defined by the Group.

  ROBUST FINANCIAL PERFORMANCE

As the Group’s key indicators have shown for more than 30 years, Rubis’ financial performance is robust and sustainable. It is reflected in a generous dividend policy with a payout ratio of more than 60% and a compound annual growth rate of dividends per share of 8% over 10 years.

In addition to operational performance, Rubis’ development is based on strategic acquisitions that strengthen solid market positions protected by tangible assets, guaranteeing the Group’s long-term profitability.

The acquisition of Photosol in 2022 is proof of this: this activity will contribute at least 25% of Rubis’ EBITDA in 2030.

Our ambition in terms of performance is based on strict financial discipline, attractive acquisition multiples and prudent use of financial levers to maintain the Group’s low debt ratio.

It is this approach that will enable us to meet the energy needs of today and tomorrow, create value for all our stakeholders and build a sustainable future.

COMPOUND ANNUAL GROWTH RATE

 

  1 year 3 years 5 years 10 years 15 years
  2022-2023 2020-2023 2018-2023 2013-2023 2008-2023
EBITDA +19% +16% +10% +14% +15%
EBIT +22% +19% +10% +14% +15%
Net income, Group share +35% +8% +7% +13% +15%
Earnings per share +34% +8% +5% +9% +8%
Dividend per share +3% +3% +4% +7% +8%

Business model / NFIS /

Key figures

 

(1) Energy Distribution scope, mainly relating to emissions from outsourced shipping and road transport, i.e., 45% of scope 3A emissions, baseline 2019 at constant scope.

Overview of activities

Business lines

ENERGY DISTRIBUTION (96% OF GROUP EBITDA)

This business line consists of two activities:

•    Retail & Marketing: distribution of fuels, liquefied gases and bitumen;

•    Support & Services: logistics including trading-supply, shipping and refining (SARA).

Rubis manages the entire supply chain:

•   product purchases – a key player in raw materials markets;

•   transport – use of fully owned and time-chartered vessels;

•   storage – owning import terminals in its locations;

•   distribution – cylinder filling plants (liquefied gas), network of 1,084 service stations, refueling operations in more than 20 airports.

The Group also provides its customers with less carbon-intensive solutions such as biofuels or hybrid solutions incorporating solar energy. 

Retail & Marketing

This activity benefits from both geographic and product segment diversification, ensuring stable and resilient performance, little affected by geopolitics and economic cycles.

 

Africa

Rubis distributes fuels and liquefied gas in East Africa (network of 594 service stations) and bitumen in West Africa. The Group’s African entities are in the top 3(1) in most countries, across all market segments.

In the distribution of fuels and liquefied gas, the main competitors in this region are Puma, TotalEnergies, and Vivo Energy, as well as local independent players. In bitumen distribution, Rubis is the leader in all its markets, and competition is local.

Growth levers:

FUELS IN SERVICE STATIONS

The service station refurbishment programme launched in 2021 is now complete. The customer offering was enriched with convenience stores, restaurant services, car washing, etc. intended to increase the use of service stations, their volumes and their margins.

LIQUEFIED GAS

This fuel represents a transitional alternative for a third of the world’s population, who cook with wood, paraffin and coal, generating harmful domestic air pollution. The use of liquefied gas is being promoted by the International Energy Agency and the governments of South Africa, Madagascar and Kenya, which are investing in dedicated infrastructure (storage depots in particular) and setting an example by launching programmes to refurbish administrative facilities in favour of liquefied gas.

BITUMEN

The need for road infrastructure continues to grow in the region. Present in three countries when it entered this sector (in 2015, with the acquisition of Eres), the Group now operates in nine countries, the most recent being Guinea (in early 2024).

(1) Rubis estimates.

Caribbean

Rubis distributes fuels and liquefied gas in 19 territories (397 service stations) and controls the entire supply chain. The Group is in the top 3(1) in most countries, across all market segments. The main competitors in this region are Parkland (Sol) and TotalEnergies, as well as independent local players.

Growth levers:

GEOGRAPHIC EXPANSION

To meet the needs of companies and industries, Rubis continues to develop its commercial activity in high-potential markets, such as Guyana and Suriname.

THE DEVELOPMENT OF NON-FUEL REVENUES IN SERVICE STATIONS

Rubis is expanding its service station offer to include convenience stores, restaurant services, car washing, etc. These facilities generate additional revenues and contribute to the Group’s excellent brand image in the region.

SOLAR FACILITIES FOR PROFESSIONAL CUSTOMERS

Drawing on the know-how of the Renewable Electricity Production division, the Group intends to expand its offering to its professional customers. The objective is to develop both rooftop facilities and ground-based parks to enable renewable and local electricity production.

(1) Rubis estimates.

Europe

In Europe, Rubis mainly distributes liquefied gas to residential (nearly two-thirds) and professional customers. This segment represents 73% of the region’s volumes. In Corsica and the Channel Islands, Rubis distributes fuels through a network of 93 service stations, and offers aviation and marine fuels. In its operations, the Group is in the top 3(1) of the market, faced with competitors such as Cepsa, DCC, Galp, Repsol, SHV and UGI.

Growth levers:

•    AUTOGAS

The Group distributes autogas in France, Spain, Switzerland and Portugal. This alternative to conventional fuels produces less CO2 and almost no particles. The market is growing strongly with volumes up by 23% compared to 2022(2).

•    BIOFUELS

Rubis distributes biofuels, such as HVO (biofuel made from used oils that reduces CO2 emissions by 90% compared to the use of conventional diesel) or EcoHeat100, a 100%-renewable domestic fuel.

•    HYBRID SOLUTIONS

The Group supports its professional customers in their energy transition by expanding its offering with photovoltaic projects on roofs or combining liquefied gas and solar panels.

(1) Rubis estimates.
(2) Source: CPDP (Professional Petroleum Committee).

Support & Services

SUPPLY AND SHIPPING

Rubis operates 16 vessels to handle its shipping operations. Ten of these are owned by the Group (five bitumen tankers, three fuel tankers and two liquefied gas vessels). The others are time-chartered.

In this context, in line with the decarbonisation targets of the United Nations and the CO2 emissions reduction targets set in the Group’s CSR Roadmap Think Tomorrow 2022-2025, our subsidiary Rubis Énergie is a member of the Sea Cargo Charter, an initiative to promote responsible, transparent and efficient shipping.

REFINING AND STORAGE

The refinery of the Antilles (SARA), 71%-owned by the Group, is located in Martinique and exclusively supplies fuel to the three French departments in the Caribbean region. The retail prices for products and the profitability of SARA are regulated by the public authorities through a decree. It has a production capacity of 800,000 tonnes per year and produces a full range of products complying with European environmental standards: fuels for road, sea and air mobility, liquefied gas, etc. SARA wants to go even further and is positioning itself as both a producer and supplier of low-carbon fuels for land, air and maritime mobility, such as hydrogen and biofuels.

  771 employees

RENEWABLE ELECTRICITY PRODUCTION (4% OF GROUP EBITDA)

This division consists of a Photovoltaic Electricity Production activity and an 18.5% stake in HDF Energy, an international group specialising in hydrogen-electricity.

 

Photovoltaic electricity

 

Rubis is one of the independent leaders in photovoltaic production in France with 435 MWp of capacity in operation (91 photovoltaic parks) and 91 MWp under construction. From the development of facilities to dismantling, including design, financing, operation and maintenance, we operate throughout the whole value chain.

The Group mainly focuses on large ground-based or shade-type facilities, with recognised know-how in the field of agrivoltaics. We have deliberately focused on less-competitive strategic locations and the development of complex projects to differentiate ourselves from the major groups present in this market; a strategy very similar to that developed by the Energy Distribution division.

The electricity produced is mainly resold through long-term contracts obtained through the call for tenders mechanism of the French Energy Regulation Commission (CRE). We are also positioning ourselves on the Corporate Power Purchase Agreement (CPPA) market, long-term contracts with commercial counterparties.

In France, our main competitors are subsidiaries of multinationals such as Engie, TotalEnergies, EDF ENR or the Mulliez Group (Voltalia), as well as independent producers such as Neoen or Tenergie.

In 2023, we expanded in Italy and Spain with the acquisition of several ready-to-build projects.

 

Independent

leader

in photovoltaic

production

in France

 

 

435 MWp

 

of capacity in operation
(91 photovoltaic parks)
and 91 MWp under
construction

Growth levers:

•    CUSTOMER DIVERSIFICATION

Until now, the energy produced via our large ground facilities was mainly resold under CRE contracts. To meet the growing demand from businesses looking to decarbonise their energy mix, we are also expanding into the CPPA market, which offers fixed-rate electricity supply contracts for commercial entities for periods of 10 to 20 years.

•    SMALL PHOTOVOLTAIC FACILITIES

The integration of Mobexi in 2022, and then of Ener 5 at the beginning of 2024, allows us to strengthen our offer in the segment of small facilities from 100 kWp to provide industries, the agricultural world and local authorities with sustainable, innovative and competitive solutions. French regulations, progressively requiring the solarisation of offices over 500 m2 and car parks of more than 1,500 m2, reinforce our choice for this strategic diversification.

•    INTERNATIONAL DIVERSIFICATION

Building on our strong base in France, we have put in place a strategy aimed at becoming a major player in photovoltaic electricity production in Europe, an area where demand for renewable electricity is growing. After Italy and Spain, other developments are planned. We are also studying the French overseas departments and the Caribbean, both for large ground-based facilities segment and small facilities for our professional customers.

As part of its acquisition of a stake in HDF Energy, Rubis entered into an industrial and financial agreement that provides in particular for an investment priority in the projects developed in Africa, the Caribbean and Europe.

 

Hydrogen-electricity

 

The Group has invested in two future Renewstable® plant projects developed by HDF Energy in French Guiana and Barbados. Each of these plants will have an installed capacity of 50 MWp.

The context of an island economy, characterised by the high cost of carbon-based energy, makes it possible to consider several similar projects in the Caribbean, as well as the Indian Ocean and the Mediterranean region.

HDF is also working in collaboration with Rubis Terminal on the construction of a first hydrogen barge for the electrification of quayside vessels in the port of Rouen.

From the end of 2025, this barge will supply electricity and hydrogen to large vessels, reducing their polluting emissions during stopovers by more than 80%.

 

   
Key figures
(including 50% of the Antwerp JV)
 
578
employees
 
€267M
storage revenue
 
€144M
gross operating income (EBITDA)
 
€56M
investments
 

BULK LIQUID STORAGE (JOINT VENTURE)(1)

55%-owned by Rubis SCA, Rubis Terminal is the fifth largest terminal operator in Europe and the largest in France(2). The Company specialises in the storage and handling of bulk liquid and liquefied products.

 

The joint venture has a storage capacity of 4 million m3. Its 15 terminals are located in strategic hubs in France, the Netherlands, Belgium and Spain, where they benefit from maritime, river, pipeline, rail and road connections.

Rubis Terminal is diversifying its product range: biofuels, chemicals and agrifoods as well as the storage of French strategic reserves represented 71% of storage revenues in 2023.

The increasing storage volumes dedicated to UCO (used cooking oils) and biofuels and the launch of an ethanol hub in the Netherlands illustrate this shift towards less carbon-intensive products. New expansions in Rotterdam, Antwerp and Tarragona are dedicated to chemicals and biofuels.

The construction of a five-hectare site in the port of Huelva (Spain) is planned, dedicated to the storage of new liquid and liquefied gas energy sources.

The integration of new products, in particular biosourced, as well as new long-term energies such as green hydrogen, following the signature of a Memorandum of Understanding in October 2022, are among the next major steps.

(1) Rubis SCA announced via a press release on 10 April 2024 that it had signed a definitive agreement with I Squared Capital to dispose of its 55% stake in the Rubis Terminal JV. The closing of this transaction is expected in mid-2024.
(2) Based on capacities excluding crude oil, excluding competitors who have their own pipeline network.

2 Activity report

2.1 Activity report for financial year 2023

Rubis Group

In a complex and volatile global environment, the Group once again demonstrated its resilience and generated growth in its adjusted net income of 8%(1).

The multi-country and multi-segment positioning of the Energy Distribution division as well as its dual midstream/ downstream structure have made it possible to absorb external shocks of every kind and to record volume growth of 4% and EBIT up by 20%. The Renewable Electricity Production division, driven by strong growth in the photovoltaic sector, was particularly active, increasing its secure portfolio of parks by 77% to 0.9 GWp, completing its first developments outside France (Italy, Spain) and generating EBITDA of €29 million, up 66% over 2023 vs 2022 (9 months consolidated). Lastly, the Rubis Terminal JV achieved a record financial year with storage revenues up 14% and a net contribution, Rubis share of €13 million.

CONSOLIDATED RESULTS AS OF 31 DECEMBER 2023

(in millions of euros)   2023   2022   2023 vs 2022
Revenue   6,630   7,135   -7%
Gross operating profit (EBITDA)   798   669   +19%
EBIT, of which  621  509  +22%
  Energy Distribution   647  540  +20%
  Renewable Electricity Production  4  (1)   
Net income, Group share  354  263  +35%
Adjusted net income, Group share  342  318  +8%
Adjusted earnings per share (diluted) (in euros)  3.30  3.08  +7%
Dividend per share (in euros)  1.98*  1.92  +3%
Cash flow  583  432  +35%
Capital expenditure, of which  283  258   
  Energy Distribution  206  215   
  Renewable Electricity Production  77  44   

* Amount proposed to the SM of 11 June 2024.

The excellent operating activity of the Energy Distribution division made it possible to offset the disruptions observed on the foreign exchange front, particularly in Nigeria and East Africa, countries facing acute shortages of dollars causing local currency depreciations or devaluations. Foreign exchange losses totalled €105 million, compared with €84 million in 2022 (€74.5 million and €52 million respectively net of amounts transferred to the market).

In the second half of the year, the actions taken, particularly in Kenya by reducing the debt denominated in US dollars through conversion of cash receipts in local currency, significantly reduced the impact.

The Group’s financial position at financial year-end was robust, with a net debt to EBITDA ratio of 1.8x (1.4x in terms of corporate debt).

(1) Excluding exceptional items of which, in 2022, the non-recurrent impact of the disposal of the terminal in Turkey, the items related to the acquisition of Photosol, the impairment of goodwill in Haiti and other non-material items and, in 2023, the amounts received in connection with the positive outcome of a dispute related to an M&A transaction.

FINANCIAL STRUCTURE AS OF 31 DECEMBER 2023

(in millions of euros)   31/12/2023   31/12/2022
Total equity, of which   2,802   2,860
  Group share  2,671  2,733
Cash  590  805
Gross financial debt(1)  1,950  2,091
Net financial debt(1)  1,360  1,286
Corporate net financial debt(2)  1,026  930
Net debt/equity ratio(1)  49%  45%
Net debt/EBITDA ratio(1)  1.8  2.0
Corporate net debt/EBITDA ratio(2)  1.4  1.5
(1) Excluding IFRS 16.
(2) Excluding non-recourse debt at the Photosol SPV level.

In total, Rubis generated cash flow of €583 million (+35%) and cash flows from operations of €563 million, compared to €421 million in 2022, demonstrating the excellent quality of the results. Investments of €283 million include the Energy Distribution division’s share, i.e., €206 million, of which 80% in maintenance and 20% in growth and energy transition investments, and €77 million for Photosol’s photovoltaic facilities.

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  (1,286)
Cash flow  583
Change in working capital requirement (including taxes paid)  (105)
Group investments  (283)
Net acquisitions of financial assets  (27)
Other net investment flows related to affiliates  15
Change in loans, guarantee deposits, advances and other flows  (59)
Dividends paid to shareholders and non-controlling interests  (212)
Increase in equity  4
Impact of changes in scope of consolidation and exchange rates  10
Financial position (excluding lease liabilities) as of 31 December 2023  (1,360)

2.2 Events after the reporting period

None

2.3 Other important event since the authorisation of the publication of the financial statements by the Supervisory Board

On 10 April 2024, Rubis announced that it had signed a definitive agreement with I Squared Capital for the disposal of its 55% stake in the Rubis Terminal JV.

The enterprise value of the transaction has been determined on the basis of 11 x EBITDA for the 12 months to June 2023. The net sale price for Rubis’ 55% stake will be €375 million, paid in the form of a €125 million instalment at closing, followed by three equal instalments over the next three years. The capital gain on the disposal, estimated at €75 million, will be paid in full to shareholders through an exceptional dividend of €0.75 per share after the transaction’s closing, expected in mid-2024. The balance will be allocated to accelerating the energy transition in all of the Group’s operations.

For Rubis, this sale fits in perfectly with the Group’s strategy of increasing its return to shareholders by developing the Energy Distribution division, while focusing its investments on renewable energy production.

3 Risk factors, internal control and insurance

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

 

Energy Distribution;
Renewable Electricity Production.

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 of the activities and products handled exposes the Group to identified risks, which are regularly updated and rigorously monitored in order to mitigate them as much as possible, in compliance with applicable regulations, international standards and best professional 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, the departments concerned review the risks in order to select those to be presented in this chapter, which are then presented to the Rubis SCA Audit and CSR Committee.

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 Information”, 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
Risks related to product transport        
  Maritime transport    
  Road transport    
Risks of a major accident in industrial facilities    
Risks of a major accident in distribution facilities    
Risks related to information systems    
Risks related to the development of photovoltaic park 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    
Ethics and non-compliance risks    
Legal 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, however, provide an absolute guarantee that the Company will be able to achieve its objectives and eliminate all risks.

Scope

This section describes the procedures applicable to Rubis Énergie (representing the Energy Distribution division), wholly-owned by Rubis SCA, and its subsidiaries, and to Rubis Photosol (representing the Renewable Electricity Production division), 80% controlled by Rubis SCA, and its 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 and Rubis Photosol 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 3.2.3.3).

Lastly, the Management Board informs Rubis SCA’s Supervisory Board (through its Audit and CSR 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 Holding company (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 senior 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

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 16 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.

Pursuant to regulatory changes, Rubis will publish a sustainability report as from the 2024 financial year, as required by European Directive 2022/2464 of the European Parliament and of the Council of 14 December 2022 (known as the CSRD), transposed by French Government Order No. 2023-1142 of 6 December 2023 on the publication and certification of sustainability information and on the environmental, social and corporate governance obligations of commercial companies.

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 14-15.

4.1.1.1    Activities structured around two divisions and a 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 two divisions:

Energy Distribution operated by Rubis Énergie and divided into two activities:
  Retail & Marketing, distribution of fuels, liquefied gas and bitumen,
  Support & Services, supporting the Retail & Marketing activity: trading-supply, shipping and refining;
Renewable Electricity Production, comprising:
  the Photovoltaic Electricity Production activity, operated by 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 (outside the NFIS scope).

In addition, a Bulk Liquid Storage activity (chemical products, fuels and biofuels, agri-food products), operated by the Rubis Terminal JV 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.

Contribution of the Rubis Terminal JV (Bulk Liquid Storage)

 

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 methodology note in section 4.6 of this chapter.

 

Through a press release published on 10 April 2024, Rubis SCA announced that it had signed a definitive agreement with I Squared Capital for the disposal of its 55% stake in the Rubis Terminal JV. The transaction is expected to close in mid-2024.

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

Rubis places human relations at the centre of its organisation. Individually empowering men and women who contribute to its activities means promoting freedom of initiative and the ethics, 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 Management Board. It is supported by the Group Sustainability & 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 the Energy Distribution division’s Senior Managers. A presentation of the initiatives taken and results obtained is made to the Supervisory Board’s Audit and CSR Committee each year.

In 2023, Rubis continued to expand its CSR teams, both at Group level and in the Climate, New Energies and CSR Department of the Energy Distribution division. A network of 30 CSR Advisors throughout the subsidiaries has been set up to ensure the deployment of Rubis’ CSR approach in all entities.

In the Photovoltaic Electricity Production activity, the position of CSR Manager was created in January 2023, whose mission is to roll out and adapt the Group’s CSR strategy to this new activity.

CSR GOVERNANCE

The Storage 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% held by Rubis SCA, the Storage 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 joint venture’s Board of Directors steers and monitors the CSR policy and adopts the joint venture’s CSR objectives. As a shareholder, Rubis SCA is represented on the Board of Directors and ensures that the JV complies with CSR standards at least equivalent to its own.

Lastly, the Rubis SCA Audit and CSR 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.

2023 HIGHLIGHTS

2023 was an opportunity for the Rubis Group to launch some of the key projects of its 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:

continued strengthening of teams to support the implementation of the CSR approach and the integration of Rubis Photosol into the CSR scope;
the implementation of a Climate & CSR Strategy Committee at Group level, to replace the Climate Committee, chaired by a member of the Management Board and led by the Group Sustainability & Compliance Department. This Committee, which brings together Rubis Énergie and Rubis Photosol Senior Managers, as well as their CSR and Finance teams, met twice in 2023;
the publication of the Group’s new Code of Ethics, in order to reflect changes in our ethics and CSR approach and integrate the expectations of our stakeholders and societal changes;
the launch of our Responsible Purchasing approach;
the completion, by the Photovoltaic Electricity Production activity, of its first carbon footprint assessment, published in this report in section 4.3.4.2, for the 2022 and 2023 financial years;
the launch of the project “Human rights at work” to expand on the results of the human rights risk mapping carried out in 2022 and to enable action plans to be defined in 2024;
the launch of a project at the end of 2023 to analyse climate, physical and transition risk scenarios and opportunities;
a study day dedicated to the Corporate Sustainability Reporting Directive (CSRD) bringing together nearly 40 participants from the Group’s various divisions to familiarise themselves and involve the various departments affected by this regulatory change;
the launch of a dual materiality analysis, following the impact and financial materiality assessment methodology proposed by EFRAG, which will be included in the sustainability report for the 2024 financial year in accordance with the CSRD regulation.

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 pillars 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.

As of 31 December 2023, these commitments were combined with 19 objectives and indicators, such as:

reducing CO2 emissions from operations: -30% by 2030 (2019 baseline) on scopes 1 and 2 (Energy Distribution and Photovoltaic Electricity Production scope). An additional target of a 20% reduction in scope 3A CO2 emissions by 2030 (2019 baseline) (Energy Distribution scope, mainly outsourced shipping and road transport items, i.e., 45% of scope 3A) was defined in 2022;
reducing the number of accidental spills with an environmental impact in excess of 200 litres (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 on 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.

Full details of this roadmap, updated in June 2023, and deployed in the subsidiaries, which adapt it according to their local challenges, are available on our website. The follow-up to this roadmap, integrating the Photovoltaic Electricity Production activity, will be published in the first half of 2024.

MONITORING OUR CSR PERFORMANCE

Rubis SCA wishes to continue its transparency efforts and to interact more proactively with non-financial rating agencies. In 2023, Rubis’ efforts were recognised by, in particular:

MSCI, which renewed our AA rating;
CDP, which awarded us, for the third consecutive year, a B rating on the Climate Change questionnaire.

OUR CONTRIBUTION TO THE SUSTAINABLE DEVELOPMENT GOALS (SDGS)

Rubis’ approach, as well as our 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:

    Through its goal of providing access to energy, and LPG in particular, to as many people as possible, in regions where a large part of the population lacks such access, we are contributing first and foremost to SDG 7 “Affordable and clean energy”. We also distribute renewable energies.     Presence in 45 countries with diverse climate challenges.
             
    Creation of our new Rubis Renouvelables division in 2022 with Rubis Photosol, one of the leading independent producers of photovoltaic electricity in France.     Climate strategy including CO2 emissions reduction targets (well-below 2°C trajectory).
     
Promote a safe working environment where everyone is treated with respect, openness and a caring attitude.   Implementation of a corruption prevention programme in all of our activities.   The Group works to provide social security coverage for employees operating in countries where it is not mandatory.   The bitumen distribution activity in Africa meets the road infrastructure development needs of countries.
             
             

Target of an average of 30% women on the Management Committees by 2025:

•  Energy Distribution: 27.9% in 2023.

•  Photovoltaic Electricity Production: 20% in 2023.

 
Target of 100% of employees made aware of ethics and anti-corruption rules: 100% of the Group’s employees in 2023.
 
98% of our employees have health coverage, even in countries where it is not mandatory.
 
9 countries involved in this activity.

SDGs on which we are particularly vigilant to manage and limit the impact of our activities:

 

Rubis has also been a member of the UN Global Compact since 2021 and supports the 10 principles of the United Nations Global Compact.

4.2 Limiting 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 take into account the challenges and risks specific to the Energy Distribution, Photovoltaic Electricity Production and Bulk Liquid Storage (JV) activities, each has developed its own QHSE policy in accordance with the Group’s general principles. 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

QHSE policies are implemented by site Managers, assisted by the divisions’ Industrial, Technical and HSE Departments. At larger sites, quality and/or HSE engineers are also involved in this process. The Managers of the subsidiaries in the Energy Distribution division and their functional departments report on their HSE activities to the Management Committees, which meet every six months within the division in the presence of the Managing Partners of Rubis SCA. For the others, the meetings are held annually.

The Photovoltaic Electricity Production activity coordinates its own QHSE policy through the various departments concerned (HR, Operations & Maintenance, Development, etc.) depending on the phase of the project (construction site, site operation, etc.) and the themes to manage. The Storage JV’s management reports on the implementation of its HSE policy and its results to its Board of Directors, on which Rubis SCA is represented.

ENERGY DISTRIBUTION

Considering it is essential to ensure the health and safety of people and property present in and near its facilities, the Energy Distribution division has set up a “Health, Safety and Environment (HSE) Charter”. This charter requires affiliated companies to comply, sometimes beyond the regulations in force locally, with HSE objectives considered fundamental, while increasing employee awareness of safety.

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

disseminating the division’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 maritime pollution liable to occur during loading/unloading in depots (see section 4.2.2.1).

All accidents or near misses must be reported and documented, in order to be able to identify the cause, implement corrective measures and continuously improve our processes.

PHOTOVOLTAIC ELECTRICITY PRODUCTION

In accordance with the principles set out in the Group’s Code of Conduct, Rubis places at the heart of its responsibilities the health of people and the safety of its activities as well as the impact of its operations on people and the planet.

The Photovoltaic Electricity Production activity has a QHSE charter summarising risk prevention measures to meet the following commitments:

quality: designing facilities that combine performance and sustainability according to the highest standards;
hygiene: respect the rules of hygiene at work, in order to preserve the health of employees;
safety: guaranteeing optimal conditions for the safety of employees at work, with the goal of zero accidents;
environment: avoiding and reducing the impact of its activities on the natural environment.

All accidents or near misses must be reported and documented, in order to be able to identify the cause, implement corrective measures and continuously improve our processes.

In 2023, to strengthen its HSE approach, Rubis Photosol selected external firms to carry out audits on the HSE procedures and coordination in place and made a commitment to a monthly HSE audit on 100% of construction sites from 2024.

BULK LIQUID STORAGE (JV)

The Management of the 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 Storage 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 JV industrial site must 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 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. Senior Managers also agree to adhere to recognised international QHSE standards, which are set out below.

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

Following a 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 the 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 JV’s environmental policies define the monitoring and improvement of energy and water consumption and waste management. The results 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 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 the Energy Distribution division’s 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 Storage JV’s depots.
The activities of SARA (refinery - Support & Services activity), Vitogaz Switzerland, Vitogas España and Rubis Energia Portugal (Retail & Marketing activity) are ISO 14001 certified (environmental management system), as are most terminals with a chemical products storage activity of the Storage JV (except the Antwerp site, which is part of a joint venture). 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 (Retail & Marketing activity) and the Spanish terminals of the Storage JV are ISO 45001-certified while the activities of Rubis Energia Portugal (Retail & Marketing activity) and the Spanish terminals of the Storage JV are certified OHSAS 18001 (occupational health and safety management).
For the Storage 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 Storage 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 (Retail & Marketing) 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, this 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 terminals of the Storage 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.
The Spanish terminals of the Storage JV and the Antwerp site (ITC Rubis) obtained Authorised Economic Operator (AEO) status. The AEO is a voluntary and partnership-based approach with customs. AEO status allows any company carrying out an activity related to international trade to acquire a quality label for the customs and security-safety processes it implements. This label distinguishes the most reliable companies. Issued by the competent customs authority in each country, it is recognised throughout the European Union and in countries that have signed mutual recognition agreements.

36% of the Energy Distribution division’s industrial sites (Retail & Marketing and Support & Services activities) have at least one certification (ISO 9001, 14001 and 45001).

 

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

 

No industrial site (solar facility) in the Photovoltaic Electricity Production activity is certified. Once built, the sites are completely autonomous: no material flow or permanent personnel on site, no customers. Nevertheless, external Q18 audits (certification of the electrical safety of the facilities) are carried out by an independent third party on all sites each year.

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. Indeed, the oil and gas sector plays a key role in terms of access to energy, essential to meet the essential 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 our 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. We have therefore 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 cross-reference table, 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.

Rubis SCA’s Management Board handles these issues, which are discussed at the level of the Group’s Management Committee.

One of the Managing Partners also chairs the Group’s Climate & CSR Strategy Committee, which met twice in 2023. This Committee, led by the Group Sustainability & Compliance Department, brings together the General Managements and Finance and CSR/Climate Departments of the Energy Distribution division and the Photovoltaic Electricity Production activity. The role of this Committee is to structure and ensure that the Group’s Climate & CSR approach is in line with the various challenges facing the Group. Concerning the climate, the Committee’s key role is to:

manage the Group’s carbon trajectory (GHG reduction targets, decarbonisation plan, etc.);
project the Group’s activities in a changing environment, taking into account prospective climate risk scenarios, following changes in the CO2 markets and monitoring regulatory changes.

In addition, a Diversification Committee, bringing together the Management Board as well as members of the General Management of the Holding company and the Energy Distribution division, regularly reviews opportunities for diversification into new energies, whether in terms of organic growth, strategic partnerships or acquisitions. It met three times in 2023.

The principal players in this transition are trained in carbon accounting techniques and climate challenges. Furthermore, in November 2022, during a CSR seminar, the General Managers of the subsidiaries and the CSR Advisors, as well as part of the Group’s General Management (nearly 80 people) created a Climate Fresco to raise awareness of global warming.

Moreover, as part of the review of the Energy Distribution division’s decarbonisation objectives, four webinars were organised for subsidiary Managers, CSR Advisors and employees of subsidiaries. These webinars made it possible to present the Group’s roadmap as well as its objectives (in particular the division’s scopes 1 and 2 decarbonisation trajectory, the comprehensive carbon assessments since 2019), but also to address topics such as solarisation (decarbonisation and diversification), hydrogen and carbon offsetting.

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 personnel 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)), which won a prize in 2023. Galana (Madagascar) organises monthly awareness sessions for its employees, with, for example, quizzes or competitions between employees. The SARA refinery produced videos on the roadmap and decarbonisation, distributed to its sites, and organised a carbon footprint assessment training for SARA’s main internal players. Several subsidiaries have produced Climate Frescos within their organisation but also externally, such as Galana, which hosted a fresco with the teachers of the Toamasina Primary School so that they could include it in the school curriculum. As of 31 December 2023, 332 employees had been made aware of the Climate Fresco in 12 subsidiaries. A strengthening of the CSR and climate-related awareness-raising mechanisms is being prepared by the Group for deployment in 2024, for the employees of the subsidiaries.

Monitoring by the Supervisory Board

Rubis SCA’s Supervisory Board is responsible for monitoring the Group’s climate strategy and performance. As part of its work on this subject, the Supervisory Board relies on its specialised Committee, the Audit and CSR Committee The Committee examined the Group’s current climate challenges in 2023, including a review of the presentation of the climate risk factor 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 “climate change adaptation” and “climate change mitigation” objectives. The Supervisory Board was also informed about Rubis’ strategy for developing in the area of renewable energies (acquisition of Photosol - Photovoltaic Electricity Production activity).

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 the achievement of targets for improving the carbon intensity (operational efficiency) of the Energy Distribution division (Retail & Marketing and Support & Services activities) and will include, from 2024, the Photovoltaic Electricity Production activity. Achievement 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 our 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. The Energy Distribution division, the Photovoltaic Electricity Production activity as well as the Storage JV, manage their human resources autonomously in line with Rubis’ values and implement local actions adapted to their needs and challenges. As stated in the Group’s Code of Ethics, health and safety at work, diversity, gender equality and quality of life at work are all subjects covered by general principles that everyone must apply.

In addition, in order to support skills development and foster internal mobility, a process for identifying and supporting talents was implemented in the Energy Distribution division. Interviews with the Group’s key players were carried out and a Steering Committee was created bringing together Group employees from various positions, 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 via the “pilot” subsidiaries, the rollout of this system across all entities in the division began in the first quarter of 2023 and will then be renewed annually.

Due to the very dynamic market in the renewable energy sector, the Photovoltaic Electricity Production activity has identified a risk of attracting and retaining talent due to increased competition between the various players.

Employee status and fluctuations in numbers

As of 31 December 2023, the Group had 4,700 employees, including 578 at the Storage JV. The headcount in the Energy Distribution division increased in Europe (+6.6%). The number of employees in the Photovoltaic Electricity Production activity was up, with 171 employees in 2023 compared to 112 in 2022.

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 2023, the headcount of crew members who had signed an employment contract with a Group entity (under international temporary contracts) or with a temporary agency, stood at 436. 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 2023, 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 31/12/2023 31/12/2022 31/12/2021 2022/2023
change
Energy Distribution (Retail & Marketing/Support & Services)* 3,925 3,788 3,685 +3.6%
Europe 754 707 680 +6.6%
Caribbean 1,287 1,263 1,242 +1.9%
Africa 1,884 1,818 1,763 +3.6%
Total France (including French overseas departments, territories and collectivities) 752 737 730 +2%
Holding company (France) 26 25 24 +4%
Photovoltaic Electricity Production (France) 171 112 NA +52.7%
TOTAL 4,122 3,925 3,709 +5%
Storage (JV) 578 573 626 +0.9%
•  of which France 304 305 296 -0.3%
TOTAL INCLUDING THE JV 4,700 4,498 4,335 +4.5%
* 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).

CHANGE IN NON-PERMANENT EMPLOYEES (FTC) BY DIVISION AND BY REGION

Number of employees 31/12/2023 31/12/2022 31/12/2021 2022/2023
change
Energy Distribution (Retail & Marketing/Support & Services)* 214 NA NA NA
Europe 24 NA NA NA
Caribbean 83 NA NA NA
Africa 107 NA NA NA
Total France (including French overseas departments, territories and collectivities) 48 NA NA NA
Holding company (France) 0 NA NA NA
Photovoltaic Electricity Production (France) 10 NA NA NA
TOTAL 224 NA NA NA
Storage (JV) 26 NA NA NA
•  of which France 8 NA NA NA
TOTAL INCLUDING THE JV 250 NA NA NA
* 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).

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 4.5.1.4).

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. The reality differs depending on the division, business lines and countries in which Rubis operates. In line with its principles of non-discrimination and convinced that diversity promotes 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 31/12/2023

MEASURES TAKEN TO IMPROVE GENDER EQUALITY IN THE WORKPLACE

In order to improve professional gender equality, actions are gradually being implemented within the entities, in particular thanks to the objective of achieving an average of 30% women on the Management Committees of Rubis Énergie and its subsidiaries and of Rubis Photosol by 2025. For example, the Jamaican subsidiary of the Energy Distribution division (Rubis Energy Jamaica) is one of the first companies in the English-speaking Caribbean to have committed, since 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, in particular, 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. 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.

For example, the Rubis subsidiary operating in the eastern Caribbean (Rubis Caribbean) is actively involved in the international Women’s History Month campaign, which highlights women’s contributions to historical events and contemporary society by publicly recognising the work done by its female employees.

Vitogaz Madagascar has defined a commitment charter promoting a Women Friendly Workplace, covering various issues:

promoting professional development for all;
the reinforcement of the Company’s policy in favour of parenthood to maintain a work-life balance;
consideration of the specific challenges of women’s health;
stepping up the fight against sexism, harassment and sexual violence in the workplace;
commitment to society: support for the rights of women and their protection against all forms of violence;
encouraging employees to become ambassadors of the charter within the Company.

On 8 March 2023, many subsidiaries mobilised to celebrate International Women’s Day on the theme “For an inclusive digital world: innovation and technologies for gender equality”. Rubis Énergie Djibouti, for example, organised a traditional breakfast where all Rubis Énergie ladies gathered to spend a warm and festive moment. With the arrival of the Human Resources Director and the Technical Director, the Rubis Énergie Djibouti Management Committee reached 50% women. Ringardas Nigeria Limited (RNL) celebrated the day with an event held live from the Abuja registered office and enabled RNL women to join the event virtually from five locations. A special guest, Lady Tonia Omeneke Ihiezu, spoke about gender inequality, citing some causes, including unequal access to modern education, lack of equality in employment or the absence of a sufficient legal framework for the protection of women. At Vitogaz Madagascar, employees gathered to enjoy a day of sharing around various workshops on the fight for gender equality in the professional, social and family world. In South Africa, the World LPG Association organised an event attended by many young women from different companies in the sector. An employee of the Easigas subsidiary was given an award 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.

A company agreement was renewed within the Storage 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 Storage 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 6.4% in the financial year (1,241 female employees as of 31 December 2023, compared to 1,167 as of 31 December 2022). Women employees account for 26.4% of the total headcount.

Furthermore, the majority of management positions 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 (20.2%).

  2023 2022 2021
Non-
executives
Executives Senior
executives
Non-
executives
Executives Senior
executives
Non-
executives
Executives Senior
executives
Women 23.7% 37.7% 30.2 23.1% 37.8% 29.7% 23.1% 37.9% 27.7%
Men 76.3% 62.3% 69.8 76.9% 62.2% 70.3% 76.9% 62.1% 72.3%
HEADCOUNT 3,576 762 318 3,475 732 283 3,465 621 249

NB: Data including the Storage JV. Figures excluding the Storage JV are presented in section 4.4.5.

At the level of the governing bodies:

50% of the members of the Group Management Committee as of 31 December 2023, which has six members, are women;
women sitting on the Management Committees within Rubis Énergie and its subsidiaries represented 27.9% of those Committees’ membership on average as of 31 December 2023 (compared to 28.6% in 2022, 27.4% in 2021 and 24.6% in 2020), including two female General Managers of subsidiaries in Rwanda and Cameroon. A woman is also Deputy General Manager of the Gabon subsidiary;
the Rubis Photosol Management Committee was composed of 20% women as of 31 December 2023;
the Storage JV Management Committee was composed of 25% women as of 31 December 2023.

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).

Energy Distribution: the gender equality indices of the four French companies concerned were published in 2024; the results were stable between 2022 and 2023:

SRPP (Réunion Island): 94/100 in 2023 (identical to 2022) (learn more at https://www.srpp.re/INDEX%20 EGAPRO%20SRPP%202024.pdf);
SARA (French Antilles): 90/100 in 2023 (vs 92/100 in 2022) (learn more at www.sara-antilles-guyane.com/notre-demarche-rse/);
Vitogaz France: 94/100 in 2023 (vs 92/100 in 2022) (learn more at www.vitogaz.com/vitogazvous/rse/index-egalite-professionnelle-femme-homme);
Rubis Antilles Guyane: 98/100 in 2023 (vs 96/100 in 2022) (more information on https://rubis-ag.fr/2022/03/08/index-de-legalite-professionnelle-femme-homme/).
For the Storage JV, its French subsidiary reported a score of 99/100 in 2022. It reached 92/100 in 2023 (more information on https://www.rubis-terminal.com/news/the-2023-gender-equality-index-for-rubis-terminal-sa-located-in-france-is-92-100/).

In addition, since 2022, two women sailors joined Maritec Tanker Management Pvt Ltd (MTM PL), a subsidiary of the Energy Distribution division. They joined the vessel Morbihan.

4.4.1.2    Geographical diversity

Operating in over 40 countries and counting more than 70 nationalities in its headcount, 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 various subsidiaries’ Management Committees was 16.9% in 2023 (18.8% excluding the Storage JV).

GEOGRAPHICAL BREAKDOWN OF HEADCOUNT

2023 2022 2021
Africa 40.1% 40.4% 40.7%
Caribbean 27.4% 28.1% 28.3%
Europe 32.5% 31.5% 31%

NB: Data including the Storage JV. Figures excluding the Storage JV are presented in section 4.4.5.

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

 

    31/12/2023     31/12/2022     31/12/2021  
< 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
Holding company 12% 19% 27% 42% 12% 16% 36% 36% 8.3% 20.8% 37.5% 33.3%
Energy Distribution 12.7% 31.5% 29.9% 25.9% 11.9% 32.2% 30.8% 25.1% 12.1% 33.0% 30.2% 24.7%
Photovoltaic Electricity Production 43% 37% 11% 8% 50% 29.5% 16.1% 4.4% NA NA NA NA
TOTAL EXCLUDING THE JV 13.9% 31.8% 29.1% 25.2% 13% 32% 30.4% 24.6% 12.1% 32.8% 30.3% 24.8%
Storage (JV) 10.4% 24.1% 30.5% 35% 11% 25.1% 32.6% 31.3% 10.6% 25.2% 35.6% 28.6%
TOTAL INCLUDING THE JV 13.5% 30.8% 29.3% 26.4% 12.7% 31.1% 30.7% 25.5% 11.8% 31.8% 31.2% 25.2%

To retain this intergenerational dynamic and maintain proximity between younger and older employees, the Energy Distribution division and the Storage JV have introduced practices favouring seniors in France.

Since intergenerational diversity is key to social cohesion between all generations, the Energy Distribution division prioritises:

anticipating career development;
developing skills and qualifications;
transmitting knowledge and developing mentoring.

As of 31 December 2023, 30 work-study students and 142 interns were working in the Energy Distribution division. 13 young graduates were hired in 2023.

For example, in order to promote our activities and attract young people, Rubis Antilles Guyane (RAG) signed the PAQTE agreement in 2023, which provides a framework for awareness-raising, training and employment actions for students from priority neighbourhoods in Guadeloupe (internship, work experience, etc.). Last October, secondary school students from disadvantaged neighbourhoods visited the Jarry LPG filling plant to learn more about the industrial environment, our activities, our business lines and the job prospects offered by such a facility.

The Photovoltaic Electricity Production activity helps integrate young people into the job market by recruiting interns, students under apprenticeship or work experience contracts and recent graduates. To increase the attractiveness of its business lines among young people, the Photovoltaic Electricity Production activity forges relationships with schools near its facilities, to organise site visits and present jobs related to operation and maintenance of solar parks. In particular, it is developing partnerships with vocational schools where it welcomes students on internships, which enables the Company to create a pool of skills to meet future recruitment needs. This also generates a positive momentum for the region in terms of job prospects for young graduates.

In 2023, the Photosol Mobexi subsidiary launched a qualifying training course in partnership with Pôle Emploi, the Occitanie Region, GRETA-CFA Midi-Pyrénées Ouest and the Clément Ader vocational school in Samatan (32). This training course “Installation, Connection and Maintenance of Photovoltaic Panels”, accessible without technical prerequisites, is reserved for job seekers selected by Pôle Emploi. As part of the Innov’emploi programme, the financing of this training is covered by the Occitanie region. The subsidiary contributed to the definition of the training plan, in order to ensure that the courses provided meet the requirements of the business, both in terms of technical and safety aspects. The training programme also includes talks given by Photosol Mobexi employee experts to ensure that candidates are well prepared. The objective is to train 10 job seekers in three months (from mid-November 2023 to mid-February 2024), with a mix of theoretical courses at the training centre and practical work at Photosol Mobexi. To go beyond their training and contribute to their professional integration, the subsidiary undertakes to recruit on permanent or fixed-term contracts of at least six months 100% of technicians who have passed their exams.

As of 31 December 2023, five work-study students and 13 interns were present within the division. Five young graduates were hired in 2023.

The Storage 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.

Within the scope of the Storage JV France, the commitments relate to the training of young people through internships, and the training of employees by encouraging the transfer of knowledge through mentoring.

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 4.5.2.4).

In order to promote the integration of people with disabilities, by 2023, 100% of the General Managers and Human Resources Departments will have been made aware of the need to combat prejudice against people with disabilities, and by 2025, 100% of our employees will have been made aware of this issue. To do this, the Energy Distribution division made virtual reality headsets available to each of its subsidiaries in 2023. Virtual reality training makes it possible to develop empathy through realistic scenarios. The “Disability Awareness” proposed via these headsets include seven training modules (focus on disability, deafness, poor vision, dyslexia, depression, obesity, assessment and review), during which staff will see what it is like to be in the shoes of disabled employees. In conclusion, communication and respect for skills are central to the inclusion of people with disabilities. Listening to and empathising with each employee allows for the proper integration of everyone within the Company.

In addition, all General Managers were made aware of the fight to overcome prejudice against people with disabilities during a CSR seminar in November 2022. In 2023, 62.3% of General Managers and Human Resources Departments were made aware of the fight against prejudice and the resistance faced by people with disabilities.

Within the Energy Distribution division, 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 nearly 3% of Easigas’s headcount.

On 8 November 2023, SRPP hosted the Martinican association El Lobo Bueno to raise awareness on the issue of disability through a play entitled “Conte moi le handicap”.

This morning was used to stage situations in which real-life work situations were re-enacted with “exaggeration” in order to play down disability. The actors were able to convey their message with humour and emotion. The aim was to change people’s views and encourage debate and reflection on the prejudices that are still deeply rooted in the subject of disability.

From 20 to 26 November 2023, SARA once again marked the European Week for the Employment of People with Disabilities. SARA shift teams and management were invited to participate in a BlackOut dinner to raise awareness of visual impairment. This dinner, a gourmet menu, was prepared by My Traiteur and eaten in the dark.

In Madagascar, Galana signed a partnership agreement with the Platform of Federations of People with Disabilities to promote the inclusion of people with disabilities. This initiative strengthens actions promoting people with disabilities and aims to create an accessible and inclusive environment for all. The agreement includes several key actions:

awareness-raising and training of Galana’s employees and business partners on the issue of disability by the Platform’s experts;
infrastructure accessibility: facilities such as access ramps, adapted lifts and accessible toilets will be set up in Galana’s facilities and premises to accommodate people with disabilities;
inclusive employment: Galana promotes the employment of people with disabilities by adopting inclusive recruitment policies, offering opportunities tailored to their specific needs and facilitating their integration into the Company.

By working together, these two partners aim to create an environment where each individual, regardless of the disability, can fully participate in social and professional life. This remarkable partnership underlines the importance of Galana’s commitment to inclusion, in the hope of inspiring others to follow this path towards a more inclusive and equitable society.

The Storage JV has also signed partnership agreements with ESATs and sheltered workshops. The Storage JV France set up disability awareness-raising actions in 2023.

For instance, for more than 20 years, the Storage JV 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).

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 around ethical values that have shaped its culture and built its success: respect for principles such as integrity, respect for others, professionalism and trust is essential in all Group activities in order to ensure its sustainability (section 4.5.1). 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 (section 4.5.2).

4.5.1 Rubis’ ethics policy

The Group deploys and promotes an ethics policy based on its values of responsibility, integrity, trust and professionalism. The application of this policy is an essential factor in the sustainability of the Group’s activities as it promotes the establishment of trusting commercial relationships. The Group’s ethics commitment is also a strategic means to retain talent by creating a rewarding work environment. It also contributes to sustainable economic development, benefiting society as a whole.

MEASURES TAKEN

Rubis’ ethics policy is defined in the Group’s Code of Ethics.

The [Rubis] Code of Ethics sets out the principles and rules to be followed to uphold [our] values on a daily basis. It is the reflection of our culture and the expression of our commitments to all our stakeholders in favour of sustainable development. This Code must serve as a reference for all Group employees and presents our expectations and standards to anyone wishing to contribute to the success of our activities.”

Gilles Gobin, Jacques Riou and Clarisse Gobin-Swiecznik
Managing Partners of the Rubis Group

Rubis’ Code of Ethics sets out the principles of action to be taken to respect the ethical values that have driven the Group for more than 30 years.

It applies to all Group employees belonging to subsidiaries controlled by the Group (regardless of their country of operation). Initiated in 2022, the work to roll out the Code of Ethics continued in 2023 within the Photovoltaic Electricity Production activity and is now integrated into operational processes. The Storage JV also works within this framework. The Code of Ethics is provided to new arrivals. Subsidiaries organise training sessions to explain the Code’s contents and to answer employees’ questions.

Initially adopted in 2015, it was revised in 2023 by bringing together employees and Senior Managers representing all Rubis’ operating regions and business lines. A video presentation of the new version was distributed to all subsidiaries on International Anti-Corruption Day (9 December).

The objectives of Rubis’ Ethics Policy and Code of Ethics are to ensure compliance with the Group’s values and regulations (national and international) applicable to the Group’s activities. They also aim to protect the Group’s image and reputation.

The Group Sustainability & Compliance Department is the point of contact for subsidiaries and employees on ethics issues. At the executive level, Rubis’ ethics policy is approved and monitored by the Management Board, with the support of the Group Sustainability & Compliance Department. At the non-executive level, the Audit and CSR Committee of the Supervisory Board carries out continuous oversight of the ethics policy.

The Code of Ethics is freely accessible to the public on the Group’s website (www.rubis.fr). As of 31 December 2023, 28 subsidiaries had also published it on their website (out of 32 subsidiaries having a website).

The Group has been a member of the United Nations Global Compact since 2021 to deepen and demonstrate its commitment to ethics. This membership implies in particular the commitment to carry out an annual “Communication on Progress” (public statement by which the members of the Global Compact inform their stakeholders of their efforts to promote the principles of the Global Compact, in particular on governance, human rights, labour law and corruption prevention). The Group issued this Communication on Progress in 2022 and 2023.

The Code of Ethics sets out the principles of action that employees must observe in the following areas:

provide a safe and stimulating work environment:
prioritise health and safety,
ensure quality of life at work,
refuse discrimination and harassment;
act with integrity:
comply with laws, regulations and internal policies,
prevent corruption and influence peddling,
manage conflicts of interest,
comply with the rules of competition law,
protect confidential information and communicate our accounting, financial and non-financial information accurately, fairly and precisely,
fight against corruption, fraud, misappropriation of funds and money laundering,
represent the Group’s interests in a transparent manner;
conduct our operations responsibly:
respect human rights,
protect personal data,
work responsibly with our business partners,
mitigate the impact of our operations on the environment and communities,
invest in local development projects.

The Code of Ethics specifies that any violation of the principles it contains may lead to disciplinary sanctions up to and including dismissal. In 2023, 26 disciplinary sanctions were decided for fraud, some of which resulted in dismissals.

4.5.1.1 Corruption prevention and integrity / nfis /

The Group and its management bodies have made the prevention of corruption one of their priorities. 85% of the General Managers of subsidiaries took part in an internal action or event relating to the prevention of corruption in 2023.

The CSR Roadmap, Think Tomorrow 2022-2025, published in 2021, includes compliance in its third pillar “Contributing to a more virtuous society”. In particular, Think Tomorrow sets the target of achieving 100% of employees made aware of ethics and anti-corruption by 31 December 2023. In 2023, this target of 100% of employees made aware was achieved.

CORRUPTION PREVENTION MEASURES / nfis /

In accordance with its ethics principles and the French law on transparency, the fight against corruption and the modernisation of economic life of 9 December 2016, known as the Sapin 2 law, Rubis has implemented a corruption prevention system. Continuously strengthened, it consists of the following measures:

an anti-corruption code of conduct and thematic procedures: the Anti-Corruption Guide sets out the principles of the Code of Ethics in terms of preventing and detecting corruption. In particular, it sets out the principles to be followed when receiving and offering gifts or invitations, managing conflicts of interest, interacting with public officials, assessing the integrity of third parties and making donations or sponsorship. For each of these issues, a specific operational procedure sets out detailed management rules to help Managers and employees adopt the practical measures needed to prevent corruption in these situations. As of 31 December 2023, 100% of the Group’s employees had permanent access to these documents, for example on the Group’s intranet, in shared IT files, through email communication, etc.;
a third-party ethics assessment procedure and a dedicated digital platform: the third-party assessment procedure was overhauled in 2023 and supplemented by a digital third-party ethics assessment platform. This system enables ethics assessments to be carried out by operational teams, while providing for support from the compliance team of the entity concerned if a particular risk is identified. In the event of a particularly significant risk, information is provided to the Chief Executive Officer of the entity concerned;
corruption risk mapping: each operational entity carries out its own corruption risk mapping. Established according to a common methodology, risk mapping enables the management of each operational entity to assess corruption risks at their most appropriate level, taking into account their immediate operating environment. The population exposed to the risk of corruption and the action plans decided to improve the management of these risks are thus identified at local level. In 2023, a digital platform was made available for the operational entities to carry out their corruption risk mapping. A summary of the risk mapping carried out the previous year is presented each year to the Audit and CSR Committee of the Supervisory Board;
an awareness and training system in respect of ethics and anti-corruption rules in all Group subsidiaries for 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 2023, 77% of Group employees had completed this e-learning. In addition, the compliance teams of the operational entities organise training sessions. A library of training materials was made available in November 2023 to address the corruption prevention thematically or by business line (purchasing, sales, human resources, public officials). In 2023, 43% of employees were trained during these additional e-learning training sessions. Lastly, actions to raise awareness of the Group’s employees about the risks of corruption are rolled out each year on Global Anti-corruption Day (9 December), in order to remind people of the Group’s commitments in the fight against corruption;
an internal whistleblowing system: alerts relating to the existence of situations contrary to the rules of the anti-corruption system may be issued using the Rubis whistleblowing system (see section 4.5.1.4);
internal rules or the employee handbook of operational entities have been modified, after informing/consulting the personnel representative bodies, to specify that non-compliance with the Code of Ethics or the anti-corruption guide may result in disciplinary sanctions;
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 Chief Sustainability & 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.

The entire system was rolled out within the Photovoltaic Electricity Production activity acquired in April 2022. The Group is committed to a continuous improvement approach and supplements its anti-corruption programme in view of changes in legislation and best practices. The Group has never been convicted or signed a settlement agreement with the prosecution authorities for acts of corruption.

COMPLIANCE GOVERNANCE

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

To support the deployment and monitoring of the implementation of the anti-corruption programme, a dedicated organisation has been set up at all levels of the Group and its operating entities:

the Group Chief Sustainability & 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. She proposes enhancements to the programme by incorporating strategic challenges, best practices and regulatory developments, and regularly reports on its work to the Group Management Board and to the Audit and CSR Committee;
the Compliance Managers of the Energy Distribution division, the Photovoltaic Electricity Production activity and the Storage JV, are responsible for the rollout of the programme within their divisions and address operational issues, if necessary, in conjunction with the Group Chief Sustainability & Compliance Officer;
the 38 Compliance Advisors, who are appointed within operating entities, ensure that the Code of Ethics and Anti-Corruption Guide are properly understood and applied at a local level.

In order to coordinate this network and support the Compliance Advisors in their mission, a half-yearly newsletter entitled Think Compliance has been distributed to the operating entities since 2018 in order to strengthen the compliance culture within the Group. Webinars presenting the new tools are also organised as needed.

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).

Furthermore, the increase in external fraud attempts (i.e., CEO impersonation and hacking) 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 its 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. Solutions for strong, secure authentication of production resources with systems for constant analysis of flows are also being implemented.

FIGHTING TAX EVASION / nfis /

The amount of taxes recognised by the Rubis Group (excluding the Storage JV) in respect of the 2023 financial year amounted to €202 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 January 2001 and has three scopes (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 the Energy Distribution division, in the Caribbean Islands and the Channel Islands, corresponds to the distribution of petroleum products; Rubis supplies these islands with the energy resources they need to operate. For example, it manages 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.

4.5.1.2 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 from 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 Sustainability & Compliance Department, in conjunction with the Energy Distribution division’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. As the main risks identified during this risk mapping exercise concern social issues, this year the Group began a more detailed assessment of the risks by country in which the entities are located, in close collaboration with the General Management of the subsidiaries. The final objective is to define a “standard” action plan in entities identified as less exposed to human rights risks and individual action plans for subsidiaries or higher-risk areas. These action plans are currently being drawn up and will be published in 2024.

Due to the Group’s presence in certain countries where protection against discrimination based on sexual orientation or religion is not guaranteed by regulations, the Group pays particular attention to these matters. These principles of non-discrimination against anyone on any grounds whatsoever have been reinforced in its new Code of Ethics 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), both in terms of occupational 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.

In regard to 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 section 4.5.1.4). 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).

4.5.1.3    Ethics in purchasing and supplier relations / nfis /

The main suppliers of Rubis’ subsidiaries are equipment suppliers (industrial and service station equipment, vehicles, solar panels, etc.) and service providers (construction, installation, maintenance, etc.). Their activities may also generate environmental risks (GHG emissions, pollution, use of scarce resources, etc.) and social risks (violations of human rights, health, safety, etc.). Suppliers also have an economic and social impact on the regions in which they operate.

REQUIREMENTS AND CONTROL OF SUPPLIERS AND SERVICE PROVIDERS

The Group wishes to work with suppliers and service providers who share its commitments in terms of ethics. The purchasing contracts stipulate that suppliers adhere to the principles of the Group’s Code of Ethics and Anti-Corruption Guide and undertake to comply with the applicable regulations in the following areas: labour law, forced labour, child labour, employee health and safety, environmental protection, prohibition of corruption, compliance with international sanction regimes. These contractual clauses provide for the termination of commercial relations in the event of a breach by the supplier or service provider. In 2023, contractual clauses on ethics were included in the purchasing contracts of 95% of subsidiaries. The Photovoltaic Electricity Production activity is also particularly vigilant with regard to module suppliers and their subcontractors. To limit the environmental footprint of these purchases, the division requires that the production sites of its module suppliers and structures have ISO 14001 certification. It also controls the manufacturing conditions in terms of social and environmental matters by requiring independent audit reports covering, in particular, working hours, the absence of forced labour and child labour, the absence of discrimination, health, safety and the environment.

The Group also ensures that its suppliers comply with applicable sector regulations (transport of hazardous materials, pressurised equipment, etc.). As part of the Group’s corruption prevention system, suppliers and service providers are subject to ethics assessments before contracts are signed or renewed (see section 4.5.1.1).

The Group’s Code of Ethics specifies that employees must communicate and promote Rubis’ ethics principles to their suppliers and service providers. In 2023, 93% of subsidiaries had sent the Group’s Code of Ethics to their main suppliers. The Group’s employees are also responsible for monitoring the application of the Code by third parties. In 2023, four contracts were terminated or not renewed due to business ethics incidents.

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

RESPONSIBLE PURCHASING APPROACH

As operational safety is a permanent concern within the Group (see section 4.2.3), Rubis’ subsidiaries include health, safety and environmental issues in the process of selecting the solutions proposed by their suppliers and for their assessment. The Storage 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. The provision of services and supplies used on the Storage JV’s industrial sites is governed by the Group’s social and environmental policy (see section 4.2.1).

Suppliers are also called upon to help Group entities implement certain CSR strategy initiatives. In terms of managing the carbon footprint of the land transport of the products marketed, service providers are fully involved in optimising routes, renewing fleets with vehicles that consume less energy and training drivers in eco-driving (cf. section 4.3.3.2). In terms of waste management, the Group’s entities ensure that service providers comply with the requirements for registration, declaration and transfer to approved recovery or destruction channels (see section 4.2.2.3.2).

Rubis’ CSR Roadmap, Think Tomorrow 2022-2025 (accessible on the Group’s website), provided for the launch in 2023 of its responsible purchasing approach with the aim of structuring the Group’s strategy for handling CSR risks in purchasing. Work to structure this approach was initiated in 2023. After identifying significant purchasing categories, a CSR risk mapping across the value chain was carried out to identify the purchasing categories for which action plans should be implemented. This work was still in progress at 31 December 2023 and will continue in 2024.

PAYMENT TERMS

Delayed payments to suppliers (particularly SMEs) cause disruptions in their cash management, which could compromise their ability to meet their financial commitments, in particular the payment of their suppliers and salaries. They may also limit their investment and growth opportunities.

The Group’s and subsidiaries’ purchase agreements provide for payment terms that comply with applicable regulatory requirements or are contractually accepted. To ensure compliance with these payment terms, the Group’s entities regularly monitor the ageing supplier balance. As of 31 December 2023, no legal proceedings were opened against any Group entity for late payment of a supplier invoice.

4.5.1.4    Ethics whistleblowing system / nfis /

In accordance with its Code of Ethics and the French law on transparency, the fight against corruption and the modernisation of economic life of 9 December 2016, known as the Sapin 2 law, Rubis has set up a whistleblowing system, the Rubis Integrity Line. In addition to the internal control system (see chapter 3, section 3.2), the whistleblowing system contributes to the identification, reporting and investigation of behaviour potentially contrary to the applicable regulations or Rubis’ Code of Ethics.

As provided for in a dedicated procedure, this system allows the persons listed below to securely and confidentially make a report using an outsourced internet platform:

employees of the Group and of the Group’s controlled subsidiaries;
former employees of the Group and of the Group’s controlled subsidiaries, when the information was obtained in the course of their professional activity within the Group;
persons who applied for a position within the Group or one of the Group’s controlled subsidiaries, when the information was obtained as part of this application;
external and occasional employees of the Group or of the Group’s controlled subsidiaries;
employees and members of the administrative, management or supervisory body of the Group’s co-contractors and the Group’s controlled subsidiaries as well as to the subcontractors of these co-contractors;
shareholders, partners and holders of voting rights at the Shareholders’ Meeting of Rubis SCA and the Group’s controlled subsidiaries;
members of the Supervisory Board of Rubis SCA. Whistleblowing alerts may relate to potential breaches of applicable regulations or Rubis’ Code of Ethics, for example, in the following areas: corruption, fraud, anti-competitive practices, IT security, personal data, human rights, human resources, environment, health, safety.

Alerts are sent via the Rubis Integrity Line platform to Managers specifically designated in the whistleblowing procedure, who have received internal training on how to handle alerts and signed a reinforced confidentiality agreement. When necessary in view of the facts reported, the Manager who received the alert may convene a committee composed of the persons strictly necessary to process the alert and subject to these persons signing a strengthened confidentiality agreement.

The protection of whistleblowers is ensured by the express prohibition of any retaliation in the whistleblowing procedure, by the precise designation of the persons responsible for processing alerts and by maintaining strict confidentiality via the signature of a strengthened confidentiality commitment by the persons possibly involved in the processing of the alert. The whistleblowing procedure also provides for precautions to maintain strict confidentiality, such as the prohibition of communicating in writing about the alert outside the secure platform. The procedure specifies the rights and duties of whistleblowers so that the procedure can operate smoothly in a climate of trust.

The Managers designated to receive alerts were trained on the alert procedure and received an educational kit. Models of training materials on ethics and anti-corruption present the Rubis Integrity Line. In 2023, 39 out of 40 entities organised at least one communication action relating to the alert system (information emails, posters, presentations at various events, etc.). In 2023, the Group received 14 alerts via the system. Six related to human resources issues, three to hygiene, health and the environment, two to commercial issues, one to a case of fraud, one to a conflict of interest and one to gifts and hospitality. Six out of fourteen alerts did not meet the admissibility criteria set out in the alert procedure. Among the eight admissible alerts, the investigations did not identify a proven breach in six cases and resulted in a disciplinary sanction in one case. They were still in progress at the end of the financial year in one case.

The Rubis Integrity Line system is complementary to the other channels available to whistleblowers (line management, the entity’s Compliance Advisor, Human Resources, Legal Department or trade unions). A potential whistleblower therefore may choose the most appropriate channel for an alert.

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;
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.

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 Storage 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%). Historically, environmental data for the Storage JV were reported with a one-year delay. This gap has been rectified. The data for 2023 correspond to the 2023 financial year and the data for previous financial years have not been restated (one-year lag maintained for these years).

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 within Energy Distribution and the activities of the Storage 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 (26 employees, no operating activity). In accordance with the principles of the GHG Protocol, the data are subject to proportional integration, up to the percentage of interest held, with the exception of the Photovoltaic Electricity Production activity, which is 80%-owned and taken into account at 100% (the remaining 20% being held by the historical founding Senior Managers).

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 Storage JV, which is jointly controlled by the holding company and its partner and accounted for using the equity method, are presented at the rate of 100%.

The information is presented separately for the holding company, the Energy Distribution division (Retail & Marketing and Support & Services activities), the Photovoltaic Electricity Production activity and for the Storage (JV) and/or by geographical 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. In 2023, entities with fewer than 10 employees (representing 12 entities and 44 employees in total, i.e., 1% of the Group’s total headcount), due to a limited number of employees, benefited from a simplified reporting package (22 indicators to complete instead of 95).

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 (436 individuals in 2023) 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. Controlled companies are fully consolidated. In order to facilitate the reporting of information, societal/ethics data is collected at the level of business units, which are the data consolidating entities.

4.7 Report of one of the Statutory Auditors, appointed as independent third party, on the verification of the consolidated Non-Financial Information Statement

(Financial year ended 31 December 2023)

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, No. 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 Information Statement, prepared in accordance with the Entity’s procedures (hereinafter the “Guidelines”), for the year ended 31 December 2023 (hereinafter the “Information” and the “Statement”, respectively), presented in the Group’s 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.

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 causes us to believe that the consolidated Non-Financial Information 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 French Commercial Code, we make the following comments:

The information presented on the Sustainability risk in purchasing is limited to issues that do not allow a sufficiently precise assessment of the policies specific to the entity’s context. In addition, the results presented for this risk do not identify any key performance indicator with regard to the policies concerned, as the work initiated by the Group during the 2023 financial year to structure its sustainable purchasing approach is still ongoing as of 31 December 2023.

Preparation of the Non-Financial Information 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 the Company’s headquarters.

Inherent limitations in preparing the Information

As set out 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 to prepare it 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 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.

As we are engaged to form an independent conclusion on the Information as prepared by Management, we cannot 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), fighting 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, involvement of the statutory auditor – Intervention of the independent third party – Non-Financial Information Statement, 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. 821-28 of the French Commercial Code and French Code of Ethics for Statutory Auditors. 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, ethics 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 involved the skills of six people between October 2023 and April 2024 and took a total of eight weeks.

We were assisted in our work by our specialists in sustainable development and corporate social responsibility. We conducted nine interviews with the persons responsible for the preparation of the Statement, in particular the CSR, Risk Management, Compliance, Human Resources, Health and Safety, Environment and Procurement Management teams.

Nature and scope of procedures

We are required to plan and perform our work to address the areas where we have identified that a risk of material misstatement exists.

The procedures we performed were based on our professional judgement. 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, reliability, neutrality and understandability, taking into account, where appropriate, best practices within the sector;
verified that the Statement covers each category of information pursuant to Article L. 225-102-1 III in social and environmental matters, as well as the fight against corruption and tax evasion and includes, where applicable, an explanation of the reasons where information required by the second paragraph of Article L. 225-102-1 III is absent;
verified that the Statement presents the information pursuant to Article R. 225-105 II when it is relevant to the main risks;
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 with 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 the Appendix. For certain risks, our work was carried out at the level of the consolidating entity; for other risks, work was carried out at the level of the consolidating entity and in a selection of entities: SARA (Société Anonyme de la Raffinerie des Antilles), Ringardas Nigeria Limited, Rubis Energy Kenya, Galana, Rubis Channel Islands (FSCI), Rubis Energy Jamaica, Photosol, 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;
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 the Appendix, we 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 conducted with a selection of contributing entities, namely SARA (Société Anonyme de la Raffinerie des Antilles), Ringardas Nigeria Limited, Rubis Energy Kenya, Galana, Rubis Channel Islands (FSCI), Rubis Energy Jamaica, Photosol, Rubis Terminal , and covers between 30% and 100% of the consolidated data 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 engagement are less extensive than for a reasonable assurance opinion in accordance with the professional guidance 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, 25 April 2024
One of the Statutory Auditors

PricewaterhouseCoopers Audit

Cédric Le Gal Sylvain Lambert
Partner Partner within the Sustainability Department

Appendix : List of information 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;
Percentage of employees trained in the changes of their business lines (energy transition, CSR, etc.);
Number of occupational accidents;
Number of days lost due to occupational accidents.

Environment :

Energy consumption;
CO2 emissions (scopes 1, 2, and 3);
CO2 emissions (scopes 1, 2, and 3) as of 31 December 2022 (Photosol scope);
SO2 and NOx emissions (SARA scope only);
VOC emissions (SARA scope only);
Number of accidental spills > 200 litres.

Anti-corruption :

Number of employees made aware of ethics and anti-corruption rules during the year (excluding e-learning “Preventing and detecting corruption”);
Participation of the CEO in an internal action or event relating to the prevention of corruption;
Existence of a register of gifts/invitations;
Anti-corruption clauses in sales and purchasing contracts.

Selected qualitative information (actions and results):

Vetting procedure;
Weekly or monthly monitoring of the absence of floating pollution in groundwater control wells;
Internal procedure for the recovery of steam emitted during reception and customer deliveries;
Green Water Project;
Lists of Seveso sites;
Total capital expenditure for the calculation of the taxonomy’s capital expenditure indicator;
Monitoring of accidents at Group sites;
Risk management policy related to facilities accessible to the public;
The ratio of scope 3B CO2 emissions from sales of liquefied gases and bitumen to total Group CO2 emissions;
Monitoring of the Group’s climate strategy and performance by the Group’s Supervisory Board;
Employee participation in the Climate Fresco;
Code of Ethics 2023;
CSR Roadmap 2022-2025;
Deployment of the PepPsy application;
Group profit-sharing and incentive agreements;
Rate of employee awareness of ethics and anti-corruption;
Internal whistleblowing procedure and deployment of the Rubis Integrity Line;
Photosol consultation charter;
Community investment carried out by the Group;
Project to set up a monthly HSE audit on photovoltaic electricity production activities.

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 7 March 2024. This report is attached to the management report.

When drafting this report, the Supervisory Board referred to information and documents obtained from the Audit and CSR Committee (previously the “Accounts and Risk Monitoring Committee”) and the Compensation and Appointments Committee, discussions with the Management Board and Rubis SCA’s Finance, Legal, Consolidation § Accounting and CSR 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-law provisions.

The applicable recommendations that were not fully implemented in 2023 and the explanations provided by the Company are set out in the table below.

Afep-Medef Code recommendations set aside   Explanation

On the proposal of General Management, the Board of Directors determines the multi-year strategic guidelines in terms of social and environmental responsibility. (…) The Board annually examines the results obtained and the opportunity, if necessary, to adapt the action plan or modify the objectives in light of changes in the Company’s strategy and technologies, shareholder expectations and the economic capacity to implement them.
(recommendations 5.1 and 5.3)

 

The responsibility for setting strategic guidelines, particularly in terms of social and environmental responsibility, and for adapting the resulting action plan is incumbent on the Management Board, within a Partnership Limited by Shares.

However, the Supervisory Board is regularly informed and reviews the strategy, particularly in terms of social and environmental responsibility, the action plan, the objectives and the results obtained.

Detailed information on the corporate bodies responsible for monitoring CSR is provided on page 188 of this document.

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) and, consequently, a rigorous selection of any new Managing Partner.

The legal form of a Partnership Limited by Shares also entails the separation of management and control functions. Management of the Company is the responsibility

of the Management Board, while the Supervisory Board is responsible for the continuous oversight of the Company’s management.

Gilles Gobin is Statutory Managing Partner. Sorgema, Agena and GR Partenaires are non-Statutory Managing Partners.

Gilles Gobin and, from 1 July 2023, Clarisse Gobin-Swiecznik are the legal representatives of Sorgema. Jacques Riou is the legal representative of Agena.

As of 31 December 2023, the Managing Partners, and their partners, held 2,352,337 shares of the Company (representing approximately 2.28% of the share capital). In addition the General Partners block half of their partnership dividends in the form of shares for three years.

Profile and list of offices and positions of the Managing Partners (as of 31 December 2023)

 

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 31/12/2023
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    

Experience and expertise

- Gilles Gobin : see above.
- Clarisse Gobin-Swiecznik joined Rubis Group in 2011 within Rubis Terminal. In 2017, she joined Rubis Énergie as Director of Development and Projects. In particular, she is working to diversify and adapt offers to geographical specificities, strengthening her M&A expertise and setting up the CSR & Climate Department.
  Since joining Rubis in 2011, where she has held various operational positions in several business lines, Clarisse Gobin-Swiecznik has acquired an intimate knowledge of the Company. Her career path has led her to work with all subsidiaries, forging solid relationships of trust with the Group’s teams and partners.
  She joined the holding company in 2020 as Managing Director in charge of New Energies, CSR and Group Communication. As leader of the Photosol acquisition project in 2022, she steered its integration into Rubis, actively participating in the creation of the Rubis Renouvelables business unit.
  Building on this career path, Clarisse Gobin-Swiecznik joined the Management Board of Sorgema, the Managing company of Rubis SCA, in July 2023. She is also Chairwoman of Rubis Renouvelables, holds two directorships at RT Invest and at Rubis Photosol and is permanent representative of Rubis SCA on the Board of Directors of HDF Energy.
  Clarisse Gobin-Swiecznik holds a DESS degree in international operational marketing and a double master’s degree in economics and English from the University of Paris X Nanterre. She began her career at Publicis, notably working for key accounts.
   
Limited liability company with
share capital of €15,487.50

Office within Rubis
Managing Partner company and General Partner since 30 June 1992.

Shareholders
Gobin family group

Managers
Gilles Gobin
Clarisse Gobin-Swiecznik

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

Number of Rubis shares held
as of 31/12/2023

1,231,609

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 31/12/2023
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

Managers

  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 31/12/2023

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, 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 Senior Managers and the heads of RT Invest’s operating subsidiaries.

As of the filing date of this Universal Registration Document with the French Financial Markets Authority (Autorité des marchés financiers - AMF), the disposal of the 55% stake held by Rubis SCA in the share capital of Rubis Terminal to I Squared Capital is in progress. Completion of the transaction is expected in mid-2024.

Management Board meetings and work in 2023

In 2023, the Management Board met 15 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 8 June 2023 and determining the meeting agenda;
implementation of a capital increase reserved for Group employees;
acknowledgement of capital increases resulting from employee subscriptions to capital increases reserved for them and the creation of preferred shares;
review of the performance conditions governing the exercise of stock options and the vesting of performance shares under the 17 December 2019 plan;
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;
decisions relating to the administration of the Rubis Mécénat endowment fund.

 

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 they are not a General Partner, their 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 Senior Managers to acquire a thorough knowledge of the Group, its activities and its environment within the subsidiaries.

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

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 duties she carried out until 30 June 2023, she structured the Company’s CSR approach and supported 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 was appointed on 1 July 2023 Co-Managing Partner of Sorgema, the Managing Partner of Rubis SCA.

5.3 Supervisory Board

5.3.1 Presentation

as of 7 March 2024

 

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 members.

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 they receive to the acquisition of Rubis shares until they hold 250 shares. As of 31 December 2023, the members of the Supervisory Board held 117,794 shares of the Company (representing approximately 0.11% of the share capital).

During the financial year ended, the renewal of the term of office of Olivier Heckenroth was approved by the Shareholders’ Meeting of 8 June 2023. On 27 July 2023, Olivier Heckenroth wanted, given the level of approval for the resolution to renew his term of office as a member of the Supervisory Board, to resign as Chairman of the Board and withdraw from the Accounts and Risk Monitoring Committee (now the Audit and CSR Committee) and the Compensation and Appointments Committee. The objective was to improve the independence rates in order to meet the expectations expressed by shareholders. Olivier Heckenroth retained his office as a member of the Supervisory Board, and has been given the honorary title (without related rights) of Honorary Chairman. The Supervisory Board appointed Nils Christian Bergene as Chairman of the Board and Marc-Olivier Laurent as Vice-Chairman.

On 2 October 2023, Carole Fiquemont resigned her office as a member of the Board.

On 7 November 2023, Carine Vinardi, who has specific CSR skills, joined the Audit and CSR Committee.

As of 7 March 2024, the Supervisory Board was composed of 10 members, including four women (40%), six independent members (60%), and two members of foreign nationality (20%).

SUMMARY PRESENTATION OF THE COMPOSITION OF THE SUPERVISORY BOARD AND ITS COMMITTEES (AS OF 7 MARCH 2024)

Name Age Gender Date of first
appointment
Expiry of
current term
of office
Seniority
on the Board
Independence Participation
in the Audit
and CSR
Committee
(formerly the
Accounts and
Risk Monitoring
Committee)
Participation
in the
Compensation
and
Appointments
Committee
Nils Christian Bergene (Chairman of the Supervisory Board) 69 years M 10/06/2021 2024 SM 3 years Chairman
Hervé Claquin 74 years M 14/06/2007 2024 SM 17 years      
Laure Grimonpret- Tahon 42 years W 05/06/2015 2024 SM 9 years   Chairwoman
Olivier Heckenroth (Honorary Chairman) 72 years M 15/06/1995 2026 SM 29 years      
Marc-Olivier Laurent (Vice-Chairman) 72 years M 11/06/2019 2025 SM 5 years    
Cécile Maisonneuve 52 years W 09/06/2022 2025 SM 2 years  
Chantal Mazzacurati 73 years W 10/06/2010 2025 SM 4 years      
Alberto Pedrosa 69 years M 09/06/2022 2025 SM 2 years  
Erik Pointillart 71 years M 24/03/2003 2024 SM 21 years    
Carine Vinardi 51 years W 09/06/2022 2025 SM 2 years  
  Average
age:
64.5 years
40% W
60% M
    Average
seniority:
10.5 years
Independence
rate:
60%
Independence
rate:
75%
Independence
rate:
66.7%

 

Terms of office expiring in 2024, renewals and appointments

The terms of office as members of the Supervisory Board of Laure Grimonpret-Tahon, Nils Christian Bergene, Hervé Claquin and Erik Pointillart expire at the end of the 2024 Shareholders’ Meeting. At its meeting on 7 March 2024, the Supervisory Board decided, on the recommendation of the Compensation and Appointments Committee, with each of the two members concerned not taking part in the discussions, to propose the renewal of the terms of office of Laure Grimonpret-Tahon and Nils Christian Bergene.

To make its decision, the Supervisory Board noted that Nils Christian Bergene and Laure Grimonpret-Tahon, independent members, actively contributed to the Board’s work and thus enabled it to fulfil all its missions.

In particular, the Supervisory Board has taken into consideration the particularly effective role of Nils Christian Bergene since his appointment on 27 July 2023 as Chairman of the Supervisory Board to meet the expectations for improvement identified following the formalised three-year assessment carried out among its members in Q4 2022 and Q1 2023. Thus, under the aegis of Nils Christian Bergene, the practice of executive sessions has developed, a fourth annual meeting of the Supervisory Board and a third annual meeting of the Audit and CSR Committee have been introduced, new subjects to be covered or developed have been put on the agenda, and regular presentations by key people from the Group at Board and Committee meetings have increased. The Supervisory Board also highlighted the quality and independence of Nils Christian Bergene’s statements, which fostered open and constructive dialogue within the Board and with the Management Board.

In addition, the Supervisory Board considered that Nils Christian Bergene and Laure Grimonpret-Tahon, as Chair of the Compensation and Appointments Committee, had taken into consideration the expectations expressed by shareholders at the 2023 Shareholders’ Meeting. For example:

 

they ensured that the composition of the Supervisory Board continued to evolve, with the arrival of new independent members (for whom they oversaw the selection process) and the departure of members with too much seniority or due to the statutory rules on age limits. Likewise, the changes in the composition of the Committees, on the proposal of the Compensation and Appointments Committee of which they are members, have improved the rate of independence and the skills represented on them; 
they also examined the Management Board’s compensation policy for 2024 and verified that it met the expectations expressed at the 2023 Shareholders’ Meeting, resulting in particular in the adoption of a more stringent allocation scale for the criterion linked to the relative overall performance of the Rubis share with no payment if the performance of the Rubis share is not at least equal to that of the SBF 120, by a reinforcement of the net income growth criterion and the introduction of two criteria, one financial, and the other operational, reflecting the current and future performance of the Group’s new business unit.

However, given the statutory rules on the age limit as well as their length of service on the Board, and to take into consideration the expectations expressed by the shareholders at the 2023 Shareholders’ Meeting, the Supervisory Board decided not to propose the renewal of the terms of office of Hervé Claquin and Erik Pointillart.

On the proposal of the Compensation and Appointments Committee (following a selection process carried out with the help of a specialist search firm and in the light of the objectives set as part of the diversity policy adopted by the Supervisory Board on 16 March 2023), the Supervisory Board also decided to propose the appointments of Michel Delville and Benoît Luc as independent members of the Supervisory Board at the 2024 Shareholders’ Meeting.

In reaching its decision, the Supervisory Board noted in particular that Michel Delville’s career had developed in an international environment (including expatriations to the Netherlands and the USA), in companies that were mainly listed and in business lines which, although varied, were often energy-related. He held various management positions at Schlumberger (petroleum services and equipment), then was Chief Financial Officer of various companies: Imerys (a world leader in the field of speciality minerals and advanced materials for industry), Saft (manufacturer of batteries for industrial use) and Spie (a European leader in multi-technical services in the fields of energy and communications). In his various positions in listed companies, Michel Delville has developed a detailed knowledge of market expectations, including CSR issues. He also supported the integration of energy transition issues into the strategic thinking of various executive committees. Lastly, as a member of executive committees, he has been involved in discussions on external growth, human resources management and security issues and has managed numerous teams, particularly in the context of his operational functions (e.g., Divisional Chief Executive Officer, Director of Management Control).

In addition, the selection of Benoît Luc by the Supervisory Board is the result of his broad expertise in the energy sector, i.e., conventional energies, new energies (renewable, biomass, electric mobility and hydrogen), energy transition and efficiency, combined with his specific knowledge of the logistics and distribution of petroleum products, ensure an excellent understanding of the Rubis Group’s activities and challenges. Thus, within the Total Group, now Total Energies, he held management positions in various areas (e.g., Director of subsidiaries, Director of Marketing Development and Director of Strategy-Development-Research in Refining-Marketing) before being appointed Director of Europe Marketing & Services and member of the Group

Management Committee. His international experience has enabled him to develop an in-depth knowledge of developing segments in mature markets (value-added services, low-carbon products, etc.) and growing markets, particularly in the Middle East and Africa, where the Rubis Group’s business is expanding rapidly. Benoît Luc has contributed in his various positions to defining the CSR objectives and their implementation within operating subsidiaries. Now retired, he continues his commitment to the energy transition, in particular as co-author of the Climate Change and Energy Transition course which he teaches in many French universities and major foreign universities (e.g., Europe, United Kingdom, Near and Middle East and Africa).

The Supervisory Board decided to change the composition of the Board as an extension of the work initiated by the Compensation and Appointments Committee in March 2023 and in order to meet the expectations expressed by certain shareholders (in particular concerning a balanced staggering of terms of office).

The Supervisory Board, having taken note of the work and the opinion of the Compensation and Appointments Committee, confirmed that Laure Grimonpret-Tahon, Nils Christian Bergene, Michel Delville and Benoît Luc met the independence criteria set by the Company and should therefore be qualified as independent.

Accordingly, at the end of the 2024 Shareholders’ Meeting, subject to the renewal of the terms of office of Laure Grimonpret-Tahon and Nils Christian Bergene, the appointments of Michel Delville and Benoît Luc and given the non-renewal of the terms of office of Hervé Claquin and Erik Pointillart, the Supervisory Board will be composed of 10 members, including four women (40%), eight independent members (80%) and three members of foreign nationality (30%).

On 7 March 2024, the Supervisory Board decided, subject to the renewal of their terms of office by the 2024 Shareholders’ Meeting, that Nils Christian Bergene would remain Chairman of the Supervisory Board, member of the two Committees and Chairman of the Audit and CSR Committee and that Laure Grimonpret-Tahon would remain a member and Chairwoman of the Compensation and Appointments Committee.

CHANGES IN THE COMPOSITION OF THE SUPERVISORY BOARD BETWEEN THE SHAREHOLDERS’ MEETINGS OF 8 JUNE 2023 AND 11 JUNE 2024

(Subject to the renewal of the terms of office of Laure Grimonpret-Tahon and Nils Christian Bergene and the appointment of Michel Delville and Benoît Luc by the Shareholders’ Meeting of 11 June 2024)

    Departure Appointment Renewal
Supervisory
Board
At the end of the SM of 8 June 2023 - - Olivier Heckenroth
Between the SM of 8 June 2023 and the SM of 11 June 2024 Carole Fiquemont(1)(2)  -  -
At the end of the SM of 11 June 2024 Hervé Claquin
Erik Pointillart
Michel Delville(1)
Benoît Luc(1)
Laure Grimonpret-Tahon(1)
Nils Christian Bergene(1)
(1) Independent member.
(2) Member who left the Board on 2 October 2023.

 

Profile and list of offices and positions of the members of the Supervisory Board (as of 31 December 2023)

Nils Christian Bergene

Experience and expertise

A graduate of Sciences Po Paris (Economic and Financial Section) and Insead (Program for Young Executives), Nils Christian Bergene began his career in 1979 at Barry Rogliano Salles (currently known as BRS) in Paris in France. as a maritime charter broker before moving to Norway where he continued his career in the maritime transport sector and for eight years managed various shipping companies within the industrial group Kvaerner Industrie (now part of the Norwegian industrial group Aker). At Kvaerner, he took part in the listing of Kvaerner Shipping (gas shipping company) on the Oslo stock exchange. He then headed the shipping company Igloo (partnership between Kvaerner and Nest OY, a Finnish state-owned company), which was the world leader in the transport of chemical gases for the chemical industry. In 1993, he founded and developed the company Nitrogas with an American partner. He is still active as an independent maritime charter broker within his company. Nitrogas began by transporting liquefied ammonia (NH3) for the agro-chemical and mining industries. Its activity has been extended to liquefied petroleum gas (LPG), vessels for NH3 and LPG being complementary. Since the turn of the millennium, Nitrogas’ activity has also included the transportation of liquefied natural gas (LNG). In all these markets, he works for an international clientele, often French-speaking. Nils Christian Bergene is a Knight of the National Order of Merit for his work for the Lycée Français René Cassin in Oslo.

Chairman of the Supervisory Board

Chairman of the Audit and CSR 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 31/12/2023
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 last 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 31/12/2023
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) and Androméde (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), Ibénex Lux SA (Abénex Group) (Luxembourg);

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

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

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

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

•  Managing Partner of Stefreba (SARL);

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

     

 

Laure Grimonpret-Tahon    

 

Experience and expertise

With a DEA (postgraduate degree) in international and European business law and litigation, after a master’s degree from Panthéon-Sorbonne University, and a specialist master’s degree in business law and international business 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). CGI is a Canadian information technology & IT solutions consulting company, listed on the Toronto and New York Stock Exchanges (NYSE). Laure Grimonpret-Tahon is currently Legal Vice-President for Western Europe and Southern Europe. This region covers around 10 countries and approximately 20,000 employees. In addition to her team management role (composed of around 40 members based in the various countries of the region), she supervises the legal aspects of M&A transactions in the region as well as the post-acquisition integration. She is also responsible for compliance aspects (Sapin II, anti-corruption, competition, duty of care, sustainability report, etc.) and contractual policy compliance. She is also in charge of the Labour Relations Department. As such, she establishes, in conjunction with the HR Department, the corporate strategy in labour matters (in conjunction with the staff representative bodies).

Chairwoman of the Compensation and Appointments Committee

Independent member

Born on 26 July 1981

French nationality

Current main position

Vice-President Legal CGI

Professional address

CGI
Carré Michelet
10-12 Cours Michelet
92800 Puteaux – France

Number of Rubis shares held as of 31/12/2023
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

Listed companies

None

Unlisted companies

•   Member of the Board of Directors of CGI Information Systems and Management Consultants Holding SAS.

Abroad

None



Terms of office that have expired during the last five years

•  Member of the Board of Directors of Umanis SA.

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 was 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.

Honorary Chairman of the Supervisory Board

 

Non-independent member

 

Born on 10 December 1951

 

French nationality

 

Current main position
Chief Executive Officer
of Cybtech SAS

 

Professional address
Cybtech
120, rue d’Assas
75006 Paris – France

 

Number of Rubis shares held
as of 31/12/2023

7,868

 

Term of office on Rubis Supervisory Board

Date of first appointment: 15 June 1995

Date of last renewal: 8 June 2023

 
End of term of office: 2026 Shareholders’ Meeting convened to approve the 2025 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

 

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

 

•  Chairman of the Audit Committee of Banque Hottinguer;

 

•  Member of the Supervisory Board of Banque Hottinguer;

 

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

 

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 of Rothschild & Co Gestion and Executive Chairman of Rothschild & Co Merchant Banking. He left his operational duties in the Rothschild Group and is currently Chairman of the Supervisory Board of Rothschild & Co and Managing Partner of the Five Arrows Long Term fund.

Vice-Chairman of the Supervisory Board

 

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 31/12/2023

281

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

 

•  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 an administrator and then as an advisor, holding these positions for 10 years successively within the Defence, Laws and Foreign Affairs commissions. 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. She currently heads Decysive, a research, advisory and know-how transmittal firm focusing on energy, environmental and geopolitical issues. She 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. Cécile Maisonneuve has experience of electricity markets through her work monitoring energy transition policies at European and national level and the dynamics of electricity markets, both as an expert at the Centre Energie Climat of the French Institute of International Relations and the Institut Montaigne, and as a consultant for Decysive.

Independent member

 

Born on 23 July 1971

 

French nationality

 

Current main position

Senior Manager of Decysive

 

Professional address
Decysive
5, rue Pierre Mael
56100 Lorient – France

Number of Rubis shares held
as of 31/12/2023

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 Audit
and CSR 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 31/12/2023

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

None

 

 

Abroad

None

 

Terms of office that have expired during the last five years

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

•  Member of the Management Board of Groupe Milan.

Alberto Pedrosa (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.

Alberto Pedrosa has expertise in the sectors of energy distribution (supervision of the subsidiary in charge of energy production and marketing for a major international chemicals group), renewable electricity production (director of an international group specialising in the design, construction and the start-up of operations of large-scale photovoltaic energy production facilities), storage of petroleum and chemical products (advisor to a leading international group in the storage of liquid bulk) and the supply chain (Supply Chain global manager, member of the Executive Committee of an international chemical group).

Member of the Audit
and CSR 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 31/12/2023

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

None

 

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

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

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
IEFP
41, boulevard des Capucines
75002 Paris – France

Number of Rubis shares held
as of 31/12/2023

1,871

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

None

 

 

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.

Member of the Audit
and CSR Committee

 

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 31/12/2023

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

Listed companies

None

Terms of office that have expired during the last five years

None

Profile and list of terms of office and positions of the new candidates proposed to the Shareholders’ Meeting of 11 June 2024

 

Michel Delville

 

Experience and expertise

Holder of a master’s degree in law from the University of Liège, a graduate of HEC Liège and Insead, Michel Delville began his career in 1986 at Schlumberger (petroleum services) where he held various management positions in France and abroad in various businesses (electricity transmission and control, fuel distribution and smart cards). He then joined the Imerys Group (a world leader in speciality minerals) in 1999, where he held various financial and managerial positions, particularly in the United States, before becoming Chief Financial Officer and member of the Executive Committee in 2009. After further experience in the battery sector (Saft Group) and automotive parts distribution, he joined the SPIE Group (a European leader in multi-technical services in the energy and communications sectors) as Chief Financial Officer and member of the Executive Committee, a position he held until 2022. He was also an independent director of the Prince Minerals Group Inc. (United States) from 2015 to 2018.

Independent member

Born on 24 August 1960

Belgian nationality

Current main position

Senior Consultant and Manager of SCEA Clos des Oliviers

 

Professional address

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

Number of Rubis shares held as of 31/12/2023

0

Term of office on Rubis Supervisory Board

Date of first appointment: 11 June 2024 (subject to his appointment by the Shareholders’ Meeting)

End of term of office: 2027 Shareholders’ Meeting convened to approve the 2026 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

•  Manager of Carpe Diem SCI;

•  Manager of Clos des Oliviers SCEA.

Abroad

None

Terms of office that have expired during the last five years

•   Director of Spie Belgium;

•   Director of Spie Netherland BV;

•   Director of Spie UK.

     
Benoît Luc

 

Experience and expertise

Civil engineer (ESTP Paris), Graduate in Economics (Paris Sorbonne), Master classes in MIT and IFPEN, Benoît Luc occupied several Senior Management positions within TotalEnergies Group and energy joint ventures. After having assumed positions of Managing Director of several affiliates (Turkey, Italy) he has been promoted in 2007 Senior Vice President Strategy-Research-Developments for Downstream Activities. He was particularly involved in Energy demand anticipation, Research and Development of new products or processes reducing environmental emissions, as well as M&A operations. As Senior Vice President Europe and member of TotalEnergies Management Committee from 2012 to 2020 he initiated the transition to new Energies managing acquisition and integration of Electric Vehicle Charge and Gaz Mobility companies in Europe. As Energy Consultant he is particularly involved in the development of new Classes and Master Class on Energy Transition. He delivers the course ‘Climate Change and Energy Transition’ in several best-in-class Universities worldwide. He is Knight of the French Order of Merit.

Independent member

Born on 26 July 1956

French nationality

Current main position

Energy consultant

Professor of higher education

Professional address

BL Consultants
13 rue de Tourville
78100 Saint-Germain-en-Laye – France

Number of Rubis shares held as of 31/12/2023

0

 

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

 

Current terms of office

In France

Listed companies

None

Unlisted companies - Associations (non-profits)

•  Member of the Board of Directors and Audit Committee of ESTP;

•  Chairman of the Board of Directors of TPA (non-profit association of higher education teachers).

Abroad

None

Terms of office that have expired during the last five years

•  Chairman of the Board of Directors of Total subsidiaries in the United Kingdom, Germany, Italy, Spain and the Netherlands;

•  Member of the Board of Directors of Total France.

Role of the Supervisory Board

As the Company is incorporated under the legal form of a Partnership Limited by Shares (Société en Commandite par Actions), 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, the Supervisory Board may not interfere in the management of the Company. The Supervisory Board reports annually to the shareholders on its supervisory duties.

The Supervisory Board is assisted in the performance of its duties by its own Committees: the Audit and CSR Committee (formerly 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 7 September 2023). They consist mainly of the following:

review of financial statements and sustainability information;
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;
assessing the financial and non-financial risks related to the business and monitoring the corrective measures that have been put in place;
making a proposal on the principal Statutory Auditors in view of their appointment by the Shareholders’ Meeting and verifying their independence;
proposal of auditor(s) in charge of the sustainability audit with a view to their appointment by the Shareholders’ Meeting;
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;
assessing (based on work previously carried out by the Compensation and Appointments Committee) 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-law provisions;
assessing (based on work previously carried out by the Compensation and Appointments Committee) 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 mission to the Shareholders’ Meeting;
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 of Corporate Social Responsibility (CSR) projects including the production of sustainability reports (CSRD).

To enable the Supervisory Board to perform its duties, the internal rules 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 (including climate and the CSRD);
compliance issues (including the corruption prevention program (Sapin 2));
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 Audit and CSR Committee (formerly the Accounts and Risk Monitoring Committee), which monitors in particular:

the CSR Roadmap, including climate objectives and commitments;
the production of the sustainability report (CSRD) from the 2025 financial year;
significant regulatory changes (e.g., 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 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 formal assessment of its practices carried out by a specialist firm in the last quarter of 2022 and in the first quarter of 2023. 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 following three-year objectives were set by the Supervisory Board on 16 March 2023 in light of the work previously carried out by the Compensation and Appointments Committee: maintaining international experience and CSR skills, respectively, in more than half and more than one-third of its members, selection of at least one new member with expertise in the Company’s business sectors and an independence rate of at least 70% within the Audit and CSR Committee (formerly the Accounts and Risk Monitoring Committee) by 2026.

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 led by the Compensation and Appointments Committee, which may use a specialist firm (as was the case in 2021-2022 and in 2023-2024). The candidates, selected on the basis of precise criteria (profiles, independence 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.

Accordingly, the Supervisory Board meeting of 7 March 2024, on the recommendation of the Compensation and Appointments Committee, decided to propose the two renewals of terms of office in view of Laure Grimonpret-Tahon’s wide range of skills (enabling her to understand, in particular, all the subjects covered by the Compensation and Appointments Committee, which she chairs, as well as CSR issues) and, in particular, Nils Christian Bergene’s specific in-depth expertise in one of the Group’s business sectors (oil and gas shipping, where he has spent his entire career), his specific skills in financial matters under the meaning of article L. 823-19 of the French Commercial Code and his international experience.

The Supervisory Board of 7 March 2024, on the recommendation of the Compensation and Appointments Committee, selected the two new candidates, Michel Delville and Benoît Luc, in particular to significantly strengthen the CSR/Climate skills and to maintain, following the decision not to renew the terms of office of Hervé Claquin and Erik Pointillart, a significant financial expertise under the meaning of article L. 823-19 of the French Commercial Code on the Supervisory Board. The expertise of the two new candidates in the Group’s business sectors and, more generally, in energy-related business lines was also a major point taken into consideration by the Supervisory Board. More specifically:

Michel Delville has expertise in the energy distribution sector (five years’ experience as Chief Financial Officer of Schlumberger’s Retail Petroleum Systems division (construction and maintenance of fuel dispensers and electronic back office for service stations)), renewable electricity production (three years’ experience as Chief Financial Officer of the Spie Group (installation of solar farms, grid connection, infrastructure maintenance and wind energy activities) and as Chief Financial Officer of Saft (battery design and manufacture)) and liquid product storage (five years’ experience as Chief Financial Officer of Schlumberger’s Retail Petroleum Systems division (construction and maintenance of fuel dispensers and electronic back office for service stations));
Benoît Luc has expertise in integrated petroleum chain management, supply (land and sea), storage, logistics and the marketing of petroleum products, particularly at European level, and in implementing diversification strategies (boutiques, multi-energy offers, etc.) to grow business results.

The Supervisory Board considered that the complementarity of skills would thus be strengthened, with the profiles of the two new candidates and the two candidates proposed for renewal contributing to enhancing its work and that of the Committees, and enabling it to fully carry out all its missions.

TABLE SUMMARISING THE DIVERSITY OF SKILLS OF THE SUPERVISORY BOARD (AS OF 7 MARCH 2024)

    Management
of large
industrial or
banking groups
  International
experience
  Finance
and audit
  Legal   M&A   Compliance   Insurance   HR   CSR/
Climate
  Security   Group
business
sectors
Nils Christian Bergene                              
Hervé Claquin                                    
Laure Grimonpret-Tahon                              
Olivier Heckenroth                          
Marc-Olivier Laurent                                    
Cécile Maisonneuve                                      
Chantal Mazzacurati                                    
Alberto Pedrosa                                
Erik Pointillart                                      
Carine Vinardi                                  
TOTAL   7
(70%)
  8
(80%)
  7
(70%)
  2  
(20%)
  5
(50%)
  2
(20%)
  3
(30%)
  4
(40%)
  5
(50%)
  4
(40%)
  3
(30%)