5.1 Corporate Governance Code

 

The Company refers to the Corporate Governance Code for listed companies updated by Afep and Medef in January 2020 (hereinafter the “Afep-Medef Code”). This code is available on the websites of the Company (www.rubis.fr), Afep (www.afep.com) and Medef (www.medef.com).

 

The Company has always endeavored to comply with the recommendations of the Afep-Medef Code within the limits of the specificities related to its legal form as a Partnership Limited by Shares and the resulting provisions of its by-laws.

 

The recommendations that were not fully implemented in 2020 and the explanations provided by the Company are set out in the table below.

 

Afep-Medef Code
recommendations set aside
  Explanations
It is recommended that at least one meeting [of the Supervisory Board] be held each year without the presence of Executive Corporate Officers (recommendation 11.3)   The mission of a Supervisory Board resulting from the form in which the Company is incorporated (Partnership Limited by Shares – Société en Commandite par Actions) differs, by law, from that of a board of directors of a public limited company (société anonyme). Article L. 226-9 of the French Commercial Code provides that the Supervisory Board of a Partnership Limited by Shares is in charge of the continuous oversight of the management of the Company. Unlike the board of directors of a public limited company, the Supervisory Board must not intervene in the management and administration of the Company. The Company therefore felt it was more appropriate, due to its form as a Partnership Limited by Shares, that this recommendation be respected as regards the Accounts and Risk Monitoring Committee.
The Appointments Committee (…) draws up a succession plan for Executive Corporate Officers (…)
(recommendation 17.2.2)
  The Compensation and Appointments Committee does not draw up a succession plan for the Managing Partners, since this responsibility falls to the General Partners in Partnerships Limited by Shares. However, the Management Board regularly informs the Supervisory Board and the Compensation and Appointments Committee of progress in the succession plan.

 

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