6. CORPORATE GOVERNANCE /// ORGANIZATION AND FUNCTIONING OF MANAGEMENT AND SUPERVISORY BODIES the Corporate Secretary of Rubis. Nevertheless, following meetings, members of said Committee consult with the Statutory Auditors regarding the consolidated and separate financial statement and risks without the presence of Management and members of Rubis functional departments. The Committee’s principal functions are to: • examine the financial statements for consistency of accounting methods, quality of data and completeness, and ensure that they give a true and fair view of the Company; • ensure, based on the information given to it by Management, the existence of internal control procedures for accounting and financial matters and risk management; • make recommendations to the Supervisory Board regarding the selection of the Statutory Auditors, ensure the compliance of their work conditions and the rules for approval, delegation and monitoring of services that they perform other than the certification of the financial statements. The Supervisory Board is provided with access to the same documents as the Statutory Auditors and at the same times. Committee members benefit from a reasonable timeframe (2 days at minimum) in which to examine the financial statements before the Board meeting. They also receive a summary of work carried out by the Statutory Auditors. In 2016, the Accounts and Risk Monitoring Committee met twice to review the annual and half-yearly separate and consolidated financial statements (March 4 and September 5) and once (March 4) for questions regarding internal control procedures, risk management and monitoring, as well as the Group’s ethics and CSR policy. On the occasion of the meeting on risk management and monitoring, a summary, by subsidiary, was sent to the Accounts and Risk Monitoring Committee, of the operational, legal and financial risk maps, and a report on the internal control procedures. All mapping of Group sites and subsidiaries was made available during the meeting. All members were present at the 3 meetings (see table in section 6.4.4). 6.3.2.4.2 Compensation and Appointments Committee The Compensation and Appointments Committee is specifically tasked with providing its opinion regarding: • compliance of the fixed compensation of Managers with the provisions of Article 54 of the Company’s by-laws; • the quantitative and qualitative criteria to which the variable portion of the Management’s compensation is subject; • deciding on the amount of variable compensation to be awarded in respect of the prior year having regard to the level of satisfaction of the performance criteria; • giving its opinion on any proposal to reappoint Board members, as well as on any new appointment, while ensuring a balance both in terms of equality and the overall rate of independence of the Board; • the independence of the Members of the Board with respect to the AfepMedef criteria before the holding of the Shareholders’ Meeting, by checking annually that the Board members classified as independent continue to satisfy the criteria for objectivity and independence set by the internal rules of the Supervisory Board. It is also responsible for: • ensuring the organization of the Board assessment process that takes place every 3 years; • making proposals to the Board on the total amount of attendance fees to be awarded to Board members as well as its breakdown, on the basis of the contribution of each member and their attendance. However, the Commit tee does not participate in the preparation of the succession plans for executive officers since this responsibility falls under the sole authority of the General Partners. As of December 31, 2016, the Compensation and Appointments Committee was made up of 4 members: Chantal Mazzacurati, Chairwoman, Maud Hayat-Soria, Olivier Heckenroth and Erik Pointillart. Chantal Mazzacurati and Maud Hayat-Soria are designated independent members. Chantal Mazzacurati has the casting vote. The composition of the Committee complies with the recommendation of the AfepMedef Code (at least 50% independent members) and gender parity is 50%. The Compensation and Appointments Committee met on March 8, 2016. During this meeting, attended by the Company’s Corporate Secretary, the Committee studied and gave its opinion on: • compliance with the criteria set by Article 54 of the by-laws for the fixed compensation of Management for the 2015 fiscal year; • compliance with the criteria adopted by the shareholders during the Shareholders’ Meeting of June 5, 2015 regarding the variable compensation allocated to Management for the 2015 fiscal year; • the performance criteria proposed by the General Partners for the variable compensation of Management for the 2016 fiscal year. The Committee then examined the independence of Supervisory Board members and assessed the professional expertise of those whose appointment or renewal were submitted to the Combined Shareholders’ Meeting of June 9, 2016. It also examined the distribution of attendance fees to members of the Supervisory Board. Finally, the Committee recorded the change in gender parity on the Board with regard to the obligations in the Act of January 27, 2011. All members of the Compensation and Appointments Committee were present at this meeting. 130 RUBIS /// 2016 REGISTRATION DOCUMENT
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