6. CORPORATE GOVERNANCE 6.4 Compensation and benefits of Management and Supervisory bodies The information in this section complies with the recommendations of the AfepMedef Code and its handbook, as well as Recommendation No. 20 09-16 of the Autorité des Marchés Financiers, version of April 13, 2015. This section was prepared with the assistance of the Compensation and Appointments Committee which met on March 10, 2017. 6.4.1 Management compensation 6.4.1.1 FIXED COMPENSATION 6.4.1.1.1 Principle and terms and conditions of Article 54 of the by-laws Management compensation is governed by Article 54 of the by-laws. This compensation was set at €1,478,450 for the entire Management in 1997. Since then, it has been indexed to the annual change in references used to calculate royalties paid to Rubis by its subsidiaries Rubis Énergie and Rubis Terminal in respect of assistance agreements: • the hourly wage index of workers in the industry of production and distribution of electricity, gas, steam, and airconditioning, for Rubis Énergie; • the hourly wage index of workers in the chemical industry, for Rubis Terminal. 6.4.1.1.2 Calculation of Management fixed compensation for the 2016 fiscal year Since the final benchmark indices for fiscal year N are only published at the end of March of fiscal year N+1, fixed compensation for the 2016 fiscal year was provisionally approved during the Compensation and Appointments Committee of March 10, 2017 in the final amount of €2,239,929 for fiscal year 2015. Following the publication on March 17, 2017 of the benchmark indices for the 2016 fiscal year, the fixed compensation for Management was readjusted to €2,260,660, a 0.93% increase over 2015 fixed compensation. The breakdown of this compensation among the Managers is decided by the General Partners. The amount of the final fixed compensation paid to Management for the 2016 fiscal year was provided to the members of the Compensation and Appointments Committee following the publication of the aforementioned indices. These items will be recorded, for information purposes, on the agenda of the Supervisory Board meeting to held at the time of the publication of the halfyearly financial statements for the 2017 fiscal year. 6.4.1.2 VARIABLE COMPENSATION The variable compensation for Management is established by the 10th resolution approved by the Combined Shareholders’ and General Partners’ meeting on June 5, 2015, which sets the terms and conditions and the criteria for its distribution. 6.4.1.2.1 Principle and methods approved by the Combined Shareholders’ Meeting of June 5, 2015 The preconditions and performance criteria approved by the Combined Shareholders’ Meeting of June 5, 2015 are in line with shareholders’ interests and the Group’s strategy (regular growth, a solid balance sheet, improvement in results in terms of health/security and social and environmental responsibility). They comply with the recommendations of the AfepMedef Code and the AMF: • a condition precedent with respect to performance The payment of the variable compensation shall be subject to a condition precedent of a triggering event. The variable compensation may only be allocated if the consolidated financial statements for the fiscal year preceding its payment show an increase of at least 5% in the net income, Group share compared with the net income, Group share of the second-to-last fiscal year; • compensation with a ceiling, balanced in relation to the fixed portion The amount of variable compensation shall be calculated on a maximal amount of 50% of the annual statutory fixed compensation (“the ceiling”). The ceiling is considered reached when the performance criteria (below) are fully achieved; • transparent quantitative and qualitative performance criteria The amount of variable compensation is dependent on the achievement of the quantitative and qualitative criteria listed in the 10th resolution of the Combined Shareholders’ Meeting of June 5, 2015 and are set by the 132 RUBIS /// 2016 REGISTRATION DOCUMENT
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