CORPORATE GOVERNANCE .6 ORGANIZATION AND FUNCTIONING OF MANAGEMENT AND SUPERVISORY BODIES /// 6.3.2.5 INTERNAL CONTROL PROCEDURES PUT IN PLACE WITHIN RUBIS AND ITS SUBSIDIARIES Internal control procedures are defined by the Management and implemented by them and the management bodies of the subsidiaries, taking into account the specific characteristics of the Group’s structure and business. These are described in chapter 4, section 4.2 and were the subject of a detailed presentation given by Management to the Accounts and Risk Monitoring Committee and to the Supervisory Board. The definition and objectives of the internal control system adopted by Rubis are those defined by the Autorité des Marchés Financiers Guide published on July 22, 2010, which sets out a reference framework for risk management and internal control systems. The scope of internal control is Rubis and its controlled subsidiaries, joint operations and joint ventures. 6.3.2.5.1 Internal accounting and financial control Rubis has accounting and financial structures and procedures in place to ensure robust internal control of the preparation of accounting and financial information. At its meetings, the Accounts and Risk Monitoring Committee was able to ask any questions and obtain all the information necessary from both the Management and Statutory Auditors to ensure that the procedures for the preparation and processing of accounting and financial information, and for the preparation of the separate and consolidated financial statements, gave a true and fair view of the assets, liabilities and operations of the Group. It reported on this matter to the Supervisory Board. 6.3.2.5.2 Internal control and risk management The identification, monitoring and control of the main risks are described in chapters 4 and 5 of the 2016 Registration Document. To monitor risks, they are mapped at each fiscal year-end by the functional and operational managers of Rubis and all its direct or indirect subsidiaries. Risks are analyzed from the point of view of their likelihood of occurrence and impact in financial and image terms. Risk mapping reports every year, for each identified financial, legal, commercial and operational risk, measures taken or scheduled for the management and monitoring of the Group’s risks. A review of the main risks for the Group during the 2016 fiscal year and of the corrective measures and consolidated risk mapping for Rubis, Rubis Énergie and Rubis Terminal were provided to the Statutory Auditors and to the members of the Accounts and Risk Monitoring Committee prior to the meeting of March 7, 2017. A comprehensive (site-bysite) version of these maps was also sent to the Statutory Auditors prior to the said meeting and made available to members of the Accounts and Risk Monitoring Committee during the meeting so that they could ask Management any questions and obtain desired information. The Chairwoman of the Accounts and Risk Monitoring Committee reported back on the Committee’s proceedings to the Supervisory Board at its meeting on March 13, 2017. The presentation revealed no major risks that could significantly impact the achievement of the targets set by Management, giving the Board reasonable assurance that internal control procedures exist within the Group, as described in chapter 4, section 4.2 of the 2016 Registration Document. 6.3.2.6 PARTICIPATION OF SHAREHOLDERS AT THE SHAREHOLDERS’ MEETING The conditions for shareholder participation and voting at the Shareholders’ Meeting are described in Articles 34 to 40 of Rubis’ by-laws, which can be consulted at the Company’s headquarters or on its website. Paris, March 13, 2017, Olivier Heckenroth, Chairman of the Rubis Supervisory Board. 2016 REGISTRATION DOCUMENT /// RUBIS 131
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