CORPORATE GOVERNANCE .6 ORGANIZATION AND FUNCTIONING OF MANAGEMENT AND SUPERVISORY BODIES /// 6.3.2.3.3 Meetings and tasks of the Supervisory Board in 2016 During fiscal year 2016, the Supervisory Board met twice: • on March 9, 2016, to examine the Group’s activity in 2015, its results and the separate and consolidated financial statements, as well as the market for Rubis’ stock. It heard the description by Management and the Chairman of the Accounts and Risk Monitoring Committee of internal control procedures for the treatment of accounting and financial information of the Company and the Group, and of the Group risk management procedures. It was also informed of changes in the consolidation scope. The Board gave a positive opinion on the renewal of the term of office of 4 of its members expiring at the Combined Shareholders’ Meeting of June 9, 2016 and on the appointment of a new female member. It also decided on the renewal of the term of office of the principal and alternate Statutory Auditors, which are expiring during said Shareholders’ Meeting, as well as regarding the appointment of a new alternate Auditor, while taking into account the European reform on audit which became effective on June 17, 2016. The Board also issued a favorable opinion regarding the amounts of the fixed and variable compensation to be paid to Management for the 2015 fiscal year and approved the performance criteria proposed for the 2016 variable compensation. It also reviewed the draft resolutions submitted to the Combined Shareholders’ Meeting on June 9, 2016, presented to it by Management. In addition, it worked on the report of the Supervisory Board and the report of its Chairman, which were presented to the Combined Shareholders’ Meeting of June 9, 2016 and presented to the members of the Board the proposal for the distribution of attendance fees for the 2016 fiscal year. Finally, it approved the proposed modifications to the internal rules and reviewed the assessment of the functioning of the Supervisory Board and the Committees; • on September 8, 2016, to examine the half-yearly separate and consolidated statements for 2016, the market for Rubis’ stock and several accounting and fiscal matters. Accordingly, the Board was informed of the changes in the consolidation scope associated, in particular, with the finalization of the purchase of Bermuda Gas and the purchase of the residual 25% in Eres. It also took note of the final amounts of the fixed and variable compensation paid to Management for the 2015 fiscal year, which were linked to annual benchmark indices published after the last meeting of the Supervisory Board. Finally, the Board was informed of the provisions related to audit reform and changes in anti-corruption legislation and their impact on businesses. Supervisory Board meetings had a high attendance rate: 100% at the meeting of March 9, 2016 and 77% at the meeting of September 8, 2016 (3 members absent). They led to numerous discussions. Also participating in these meetings were Rubis’ Managers, the Chief Financial Officer, the Corporate Secretary and the Statutory Auditors, who were able to provide all of the explanations necessary for a proper understanding of the agenda items. 6.3.2.4 SPECIAL COMMITTEES OF THE SUPERVISORY BOARD: ACCOUNTS AND RISK MONITORING - COMPENSATION AND APPOINTMENTS The Rubis Accounts and Risk Monitoring Committee and the Compensation and Appointments Committee are an offshoot of the Supervisory Board, which appoints their members and defines how they are organized, operate and their missions. 6.3.2.4.1 Accounts and Risk Monitoring Committee It supports the Supervisory Board in its task of continuous oversight of the Company’s management and helps the Chairman of the Supervisory Board to prepare the report on the Company’s internal control and risk management procedures. As of December 31, 2016, the Accounts and Risk Monitoring Committee consisted of 4 members. They have all been chosen for their expertise in the fields of accounting and finance and in particular for their roles in banking institutions or in the general management of business firms (see section 6.2.3): Chantal Mazzacurati, Olivier Heckenroth, Hervé Claquin and Christian Moretti. Chantal Mazzacurati, who chairs the Committee, and Hervé Claquin have been qualified as independent members by the Compensation and Appointments Committee. The Chairman of the Supervisory Board, Olivier Heckenroth, is automatically a member of the Committee, as it is his responsibility to present the internal control and risk management report to the shareholders. The rate of independence of the Accounts and Risk Monitoring Committee was 50% as of December 31, 2016, with the Committee Chairwoman having the casting vote. In order to gradually achieve the percentage of independence recommended by the Afep-Medef Code (2/3 of members), the Supervisory Board of March 13, 2017 appointed a new independent member to the Accounts and Risk Monitoring Committee: MarieHélène Dessailly. Ms. Dessailly can rightfully participate in the Accounts and Risk Monitoring Committee tasks, given her skills and experience in the realm of insurance. Following this appointment, the rate of independence of the Accounts and Risk Monitoring Committee reached 60% and the Committee comprised 40% female members. Other contributors to the Accounts and Risk Monitoring Committee include the Managers, Statutory Auditors, Chief Financial Of ficer, Direc tor of Consolidation and Accounting, and 2016 REGISTRATION DOCUMENT /// RUBIS 129
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