6. CORPORATE GOVERNANCE /// ORGANIZATION AND FUNCTIONING OF MANAGEMENT AND SUPERVISORY BODIES • the acquisitions and/or disposals of businesses or subsidiaries, new holdings and in general, any major investment, • changes in bank debt and the financial structure based on the financial policy set by Management, • on internal control procedures defined and drawn up by Group companies under Management’s authority, which is responsible for overseeing their implementation, • draft resolutions presented by Management at the Shareholders’ Meetings, • any major acquisition transaction, prior to its occurrence; • missions of the Supervisory Board: the Board exercises continuous oversight over the Company’s management, and in this role, enjoys the same powers as the Statutory Auditors. With the help of the Accounts and Risk Monitoring Committee and the Compensation and Appointments Committee, it proceeds with: • the examination of the financial statements and ensuring that the accounting policies used to prepare the Company’s separate and consolidated financial statements are appropriate and consistent, • the assessment of the financial and non-financial risks associated with the activities of Rubis and its subsidiaries, as well as the oversight of any corrective measures implemented, • the recommendations regarding the selection of the Statutory Auditors and the oversight of their performance of their duties, • the approval of the report prepared by the Chairman of the Supervisory Board in application of Article L. 226-10-1 of the French Commercial Code, • approval of related-party agreements, • verification that Management and General Partners’ compensation complies with the by-law provisions, and, if applicable, applicable provisions which are unrelated to the by-laws, • examining the independence of its members on the basis of the AfepMedef Code criteria; • duties and obligations of members (notably regarding conflicts of interest, confidentiality and restrictions on trading in Rubis shares); • compensation of the members of the Board: the amount of the attendance fees is set by the Shareholders’ Meeting. The Board divides the total amount among its members having regard to their attendance at both Board and Special Committee meetings (see section 6.4.4); • assessment of the Supervisory Board. 6.3.2.3.2 Board assessment As recommended by the Afep-Medef Code, and in accordance with the Supervisory Board’s internal rules, a self-assessment process has been put in place. Each year, the Super visor y Board discusses its organization and operation as well as those of its Committees in order to improve their efficiency. A more formal and in-depth assessment is performed every 3 years on the basis of an anonymous questionnaire provided to the members of the Supervisory Board. This questionnaire mainly addresses the following points: • organization and composition of the Supervisory Board and its Committees; • Supervisory Board and Committee meetings (time frame for sending out documents, number of meetings, diversity, etc.); • contribution of the members to the work of the Supervisory Board and the Committees; • relations of the Supervisory Board and the Committees with Management and/or the Statutory Auditors (quality of the information provided, the dialog, etc.); • areas and methods for improving the operation of the Board and the Committees. The assessment process is now the responsibility of the Compensation and Appointments Committee, which therefore performed a new formal assessment at year-end 2016, whose conclusions were presented to the Supervisory Board of March 13, 2017. This assessment showed that: • the organization and composition of the Supervisory Board and its Committees are satisfactory overall: • a large majority of Board members expressed the wish to receive training and information regarding the Group’s activities, particularly through the organization of site visits, • regarding the composition of the Board and its Committees: the absence of any foreign nationals on the Board was noted. Some members also expressed a desire for more information regarding the renewal of terms of office or the appointment of members of the Board as part of the preparatory work done by the Committee; • the meetings of the Board and the Committees, as well as the information and documents provided, are of sufficient quality and of a nature to enable members to properly perform their tasks. Nevertheless, 2 members of the Board expressed a desire to have contact with the operational managers of the Group’s subsidiaries during Supervisory Board meetings, and another member requested further information regarding the opinion of analysts on Rubis’ securities; • relations with Management and the Statutory Auditors are good and facilitate work of high quality. Management, following its review of the report of the Compensation and Appointments Committee, answered all questions raised and proposed a first site visit in June 2017 that will be attended by operational managers. The next self-assessment will take place in 2020. 128 RUBIS /// 2016 REGISTRATION DOCUMENT
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