5.3 Supervisory Board

 

5.3.1 Presentation

 

COMPOSITION

 

Supervisory Board members are appointed for a maximum of three years by the Shareholders’ Meeting. The General Partners may not take part in their appointment. The General Partners and the Managing Partners may not be members of the Supervisory Board. No member of the Supervisory Board holds or has held an executive position within the Group. As the thresholds set out in Article L. 225-79-2 of the French Commercial Code have not been met, the Supervisory Board does not include any employee representatives.

 

The Supervisory Board appoints its Chair from among its members. The Chairman prepares, organizes and leads the work of the Supervisory Board.

 

About one-third of Supervisory Board members are reappointed each year.

 

The by-laws set the age limit at 75 years. If the number of members of the Supervisory Board over 70 years old exceeds one-third of the members, the member aged 75 is deemed to have resigned at the end of the next Shareholders’ Meeting (in its ordinary form).

 

The by-laws provide that each member of the Supervisory Board must hold a minimum of 100 shares of the Company. The Supervisory Board’s Internal Rules supplement this provision by specifying that each member of the Supervisory Board must allocate half of the compensation received to the acquisition of Rubis shares until he or she holds 250 shares. As of December 31, 2020, the members of the Supervisory Board held 136,460 shares of the Company (representing approximately 0.13% of the share capital).

 

During the year under review, the reappointment of Olivier Heckenroth was approved by the Shareholders’ Meeting of June 11, 2020, and the offices of Christian Moretti and Alexandre Picciotto, which were due to expire at the end of the same meeting, were terminated.

 

As of March 11, 2021, the Supervisory Board was composed of nine members, including five women (55.55%) and five independent members (55.55%).

 

SUMMARY PRESENTATION OF THE COMPOSITION OF THE SUPERVISORY BOARD AND ITS COMMITTEES (AS OF MARCH 11, 2021)

 

Name Age Gender Date of first
appointment
End
of current
term
of office
Seniority
on the
Board
Independence Participation in
the Accounts
and Risk Monitoring
Committee
Participation in
the  Compensation
and Appointments
Committee
Olivier Heckenroth                
Chair of the Supervisory Board 69 years M 06/15/1995 2023 AGM 25 years  
Hervé Claquin 71 years M 06/14/2007 2021 AGM 13 years    
Marie-Hélène Dessailly 72 years F 06/09/2016 2022 AGM 4 years  
Carole Fiquemont 55 years F 06/11/2019 2022 AGM 2 years    
Aurelie Goulart-Lechevalier 39 years F 06/11/2019 2022 AGM 2 years      
Laure Grimonpret-Tahon 39 years F 06/05/2015 2021 AGM 5 years  
Marc-Olivier Laurent 69 years M 06/11/2019 2022 AGM 2 years  
Chantal Mazzacurati 70 years F 06/10/2010 2022 AGM 10 years Chairwoman Chairwoman
Erik Pointillart 68 years M 03/24/2003 2021 AGM 17 years    
  Average
age: 61
55.55%
Women
44.45%
Men
    Average
seniority:
9 years
Rate of
independence:
55.55%
Rate of
independence:
60%
Rate of
independence:
50%

 

143

 

TERMS OF OFFICE EXPIRING IN 2021, RENEWALS AND APPOINTMENTS

 

The terms of office of Hervé Claquin, Laure Grimonpret-Tahon and Erik Pointillart expire at the close of the 2021 Shareholders’ Meeting. The Supervisory Board, at its meeting of March 11, 2021, on the favorable opinion of the Compensation and Appointments Committee, decided to propose their reappointment to the 2021 Shareholders’ Meeting, as well as the appointment of Nils Christian Bergene as a new member of the Supervisory Board.

 

The Supervisory Board, having reviewed the work and the favorable opinion of the Compensation and Appointments Committee, considered that Laure Grimonpret-Tahon and Nils Christian Bergene met the independence criteria set by the Company and should therefore be qualified as independent.

 

Thus, at the close of the 2021 Shareholders’ Meeting, subject to the reappointment of Hervé Claquin, Laure Grimonpret-Tahon and Erik Pointillart, and the appointment of Nils Christian Bergene, the Supervisory Board will be composed of 10 members, of whom five will be women (50%) and six will be independent (60%). One member of the Supervisory Board will be a foreign national (10%).

 

CHANGES IN THE COMPOSITION OF THE SUPERVISORY BOARD BETWEEN THE SHAREHOLDERS’ MEETINGS OF JUNE 11, 2020 AND JUNE 10, 2021

 

(subject to the reappointment of Hervé Claquin, Laure Grimonpret-Tahon and Erik Pointillart, and the appointment of Nils Christian Bergene)

 

  At the close of the AGM of Departure Appointment Renewal
Supervisory Board June 11, 2020 Christian Moretti
(expiration of term)
Alexandre Picciotto
(expiration of term)
- Olivier Heckenroth
  June 10, 2021 - Nils Christian Bergene* Laure Grimonpret-Tahon*
Hervé Claquin
Erik Pointillart

 

* Independent member of the Supervisory Board.

 

PROFILE AND LIST OF OFFICES AND FUNCTIONS OF THE MEMBERS OF THE SUPERVISORY BOARD (AS OF DECEMBER 31, 2020)

 

OLIVIER HECKENROTH     

 

Chair of the Supervisory Board;

Member of the Accounts and Risk Monitoring Committee

Member of the Compensation and Appointments Committee

Non-independent member

Born on December 10, 1951

French nationality

 

CURRENT MAIN FUNCTION

Chair of Heckol Ltd

 

PROFESSIONAL ADDRESS

c/o Rubis
46, rue Boissière
75116 Paris – France

 

NUMBER OF RUBIS SHARES HELD AS OF 12/31/2020

7,664

EXPERIENCE AND EXPERTISE

Holder of a master’s degree in law and political science, and a bachelor’s degree in history, Olivier Heckenroth began his career in 1977 with the Société Commerciale d’Affrétement et de Combustibles (SCAC). He was subsequently technical advisor first to the Information and Communications Unit of the French Prime Minister (1980-1981), and then to the French Ministry of Defense (1981-1987). In 1987, he was appointed Chairman and CEO of HV International before becoming Chairman (2002-2004), and then Chairman and CEO (2004-2007) of HR Gestion. Since 2004, Olivier Heckenroth has been Managing Partner of SFHR, a licensed Bank in 2006, then Banque Hottinguer in 2012. He was a Management Board member and CEO of Banque Hottinguer from 2013 to 2019. He is also a former auditor of the Institut des Hautes Études de la Défense Nationale.

 

TERM OF OFFICE ON RUBIS’ SUPERVISORY BOARD

Date of first appointment: June 15, 1995.

Date of last renewal: June 11, 2020.

End of term of office 2023: Shareholders’ Meeting called to approve the financial statements for the 2022 fiscal year.

 

LIST OF OFFICES HELD OUTSIDE THE GROUP IN THE LAST FIVE YEARS

 

Current terms of office

In France

Listed companies:

None

Unlisted companies:

  Director of the Sicav HR Monétaire, Larcouest Investissements and Ariel.

 

Outside France

None

Terms of office that have expired during the last five years

  Director of HR Courtage;

  Representative of Banque Hottinguer on the Board of Directors of the Stema Sicav;

  Chair of the Audit Committee of Banque Hottinguer;

  Director of MM. Hottinguer & Cie Gestion Privée (a company controlled by Banque Hottinguer);

  Representative of Banque Hottinguer on the Board of Directors of HR Patrimoine Monde and HR Patrimoine Europe;

  Director of Bolux (Sicav listed in Luxembourg);

  Member of the Supervisory Board of Banque Hottinguer.

    

 

RUBIS – 2020 UNIVERSAL REGISTRATION DOCUMENT 144
 
 
HERVÉ CLAQUIN   

 

Member of the Accounts and Risk
Monitoring Committee

Non-independent member

Born on March 24, 1949

French nationality

CURRENT MAIN FUNCTION

Director of Abénex Capital

PROFESSIONAL ADDRESS

Abénex Capital SAS
9, avenue Matignon
75008 Paris - France

NUMBER OF RUBIS SHARES HELD AS OF 12/31/2020

60,000 (directly) and 32,068

(via Stefreba SAS, a holding company wholly owned by Hervé Claquin)

 

EXPERIENCE AND EXPERTISE

After graduating from HEC business school, Hervé Claquin started his career as a financial analyst with Crédit Lyonnais in 1974, before joining ABN AMRO Group in 1976. In 1992, he set up ABN AMRO Capital France to develop a private equity business focusing on mid-market companies. In 2008, ABN AMRO Capital France became independent and was renamed Abénex Capital, which he chaired until 2017.

TERM OF OFFICE ON RUBIS’ SUPERVISORY BOARD

Date of first appointment: June 14, 2007.

Date of last renewal: June 7, 2018.

End of term of office: 2021 Shareholders’ Meeting convened to approve the 2020 financial statements.

LIST OF OFFICES HELD OUTSIDE THE GROUP IN THE LAST FIVE YEARS

Current terms of office

In France

Listed companies:

None

Unlisted companies:

  Chairman of Stefebra (SAS);

  Director of Abénex Capital and of Holding des Centres Point Vision SAS (Point Vision Group);

  Chief Executive Officer of CVM Investissement (SAS) (Abénex Group);

  Chairman of the Strategy Committee of Dolski (SAS) (Outinord Group);

  Non-voting member of the Board of Directors of Pemista SAS.

Outside France

None

Terms of office that have expired during the last five years

  Chair of the Board of Directors of Œneo SA (listed company);

  Chief Executive Officer of Gd F Immo Holding (Abénex Group);

  Chairman of SPPICAV Fresh Invest Real Estate (Abénex Group);

  Manager of Stefreba;

  Chairman of Abénex Capital SAS and of Financière OFIC SAS;

  Director of Sicav de Neuflize Europe Expansion and of Neuflize France;

  Member of the Supervisory Board of Buffalo Grill (public limited company with a Board of Directors), Rossini Holding SAS (Buffalo Grill Group), Onduline (public limited company with a Board of Directors), RG Holding (simplified joint-stock company), Nextira One Group BV and Ibénex OPCI;

  Member of the Strategy Committee of Rossini Holding SAS (Buffalo Grill Group);

  Chair and member of the Management Committee of Financière OFIC SAS (Onduline Group);

  Director of Ibénex Lux SA (Abénex Group) (Luxembourg).

 

 

MARIE-HÉLÈNE DESSAILLY   

 

Member of the Accounts and Risk
Monitoring Committee

Independent member

Born on March 22, 1948

French nationality

 

CURRENT MAIN FUNCTION

Consultant to MAJ Conseil SARL

 

PROFESSIONAL ADDRESS

c/o Rubis

46, rue Boissière

75116 Paris - France

 

NUMBER OF RUBIS SHARES HELD AS OF 12/31/2020

2,061

 

EXPERIENCE AND EXPERTISE

Marie-Hélène Dessailly has an advanced graduate diploma in Economics and started her professional career in 1974 in the Branches Department of Banque Rothschild before joining, in 1980, Banque Vernes et Commerciale de Paris as Power of Attorney with responsibility for Large Companies, then Main Power of Attorney in the Financial Operations Department. In 1988, she joined Banque du Louvre as Deputy Director and Director of Financial Operations, before creating, in 1993, the MHD Conseil insurance consultancy (AXA agent), which she sold in 2012. From 2012 to 2018, she was the Chairwoman of Artois Conseil SAS, a company providing consultancy, analysis, and audit services, as well as organization and strategy for insurance professionals.

 

TERM OF OFFICE ON RUBIS’ SUPERVISORY BOARD

Date of first appointment: June 9, 2016.

Date of last renewal: June 11, 2019.

End of term of office 2022: Shareholders’ Meeting convened to approve the 2021 financial statements.

 

LIST OF OFFICES HELD OUTSIDE THE GROUP IN THE LAST FIVE YEARS

 

Current terms of office

In France

None

Outside France

None

 

Terms of office that have expired during the last five years

  Associate Director of MAJ Conseil SARL;

  Chairwoman of Artois Conseil SAS.


 

145

 
CAROLE FIQUEMONT     

 

Independent member

Born June 3, 1965

French nationality

 

CURRENT MAIN FUNCTION

Corporate Secretary of GIMD

 

PROFESSIONAL ADDRESS

GIMD

9, rond-point des Champs-Élysées –
Marcel Dassault

75008 Paris – France

 

NUMBER OF RUBIS SHARES HELD AS OF 12/31/2020

1,284

EXPERIENCE AND EXPERTISE

Carole Fiquemont is an accounting graduate. After several years’ experience in accounting and auditing, she joined Groupe Industriel Marcel Dassault (holding company of the Dassault Group) in 1998, where she currently serves as Corporate Secretary. In this capacity, she is in charge of and responsible for matters concerning accounting and consolidated financial statements, taxation, corporate, and negotiation of investment and divestment transactions.

 

TERM OF OFFICE ON RUBIS’ SUPERVISORY BOARD

Date of first appointment: June 11, 2019.

End of term of office 2022: Shareholders’ Meeting convened to approve the 2021 financial statements.

 

LIST OF OFFICES HELD OUTSIDE THE GROUP IN THE LAST FIVE YEARS

Current terms of office

In France

Listed companies:

  Member of the Management Board of Immobilière Dassault SA.

Unlisted companies:

  Director of Artcurial SA, CPPJ SA and Figaro Classifieds SA;

  Member of the Supervisory Board of Les Maisons du Voyage SA, Marco Vasco SA;

  Member of the Supervisory Board of Dassault Real Estate SAS and Financière Dassault.

Outside France

Listed companies:

None

Unlisted companies:

  Director of Dasnimmo SA (Switzerland), Sitam SA (Switzerland), Sitam Ventures (Switzerland) and Sitam Luxembourg;

  Manager of DRE Trebol Diagonal (Spain);

  Director of 275 Sacramento Street LLC (USA);

  Director/Secretary at Sitam America (USA).

Terms of office that have expired during the last five years

  Member of the Supervisory Board of Bluwan SAS;

  Director of SABCA (Belgium) (listed company) and Terramaris International (Switzerland).

 

AURÉLIE GOULART-LECHEVALIER    

 

Non-independent member

Born on July 1, 1981

French nationality

 

CURRENT MAIN FUNCTION

Managing Partner of Groupe Fiderec

 

PROFESSIONAL ADDRESS

Groupe Fiderec

160 B, rue de Paris

92100 Boulogne-Billancourt – France

 

NUMBER OF RUBIS SHARES HELD AS OF 12/31/2020

335

EXPERIENCE AND EXPERTISE

Chartered Accountant and Statutory Auditor, and a graduate of Paris Dauphine University (MSTCF and postgraduate diploma in Taxation), Aurélie Goulart-Lechevalier has been a partner in Groupe Fiderec since 2012, after seven years at Deloitte & Associés (six years in audit, two of which on major accounts in New York, then one year in accounting in the international team). Aurélie Goulart-Lechevalier today works mainly in the field of accounting (SMEs, French and international groups), in all sectors of activity.

 

TERM OF OFFICE ON RUBIS’ SUPERVISORY BOARD

Date of first appointment: June 11, 2019.

End of term of office 2022: Shareholders’ Meeting convened to approve the 2021 financial statements.

 

LIST OF OFFICES HELD OUTSIDE THE GROUP IN THE LAST FIVE YEARS

Current terms of office

 

In France

Listed companies:

None

Unlisted companies:

  Manager of Fiderec Expertise SARL and Fiderec Consulting SARL;

  Chairwoman of Fiderec SAS;

  Chief Executive Officer of Fiderec Audit SAS.

Outside France

None

Terms of office that have expired during the last five years

None

 

RUBIS – 2020 UNIVERSAL REGISTRATION DOCUMENT 146
 
 
LAURE GRIMONPRET-TAHON    

 

Member of the Compensation and Appointments Committee

Independent member

Born on July 26, 1981

French nationality

 

CURRENT MAIN FUNCTION

General Counsel of CGI

 

PROFESSIONAL ADDRESS

CGI

17, place des Reflets

Immeuble CB16

92097 Paris-La-Défense Cedex – France

 

NUMBER OF RUBIS SHARES HELD AS OF 12/31/2020

433

EXPERIENCE AND EXPERTISE

Holder of a DEA (postgraduate degree) in international and European Business and Litigation law, and a master’s degree in law and Management from Essec, Laure Grimonpret-Tahon began her career in 2006 as legal officer specializing in company and service contract law for Dassault Systèmes, before moving to Accenture Paris (2007-2014) as Legal Officer in charge of corporate matters, compliance and contracts. In 2014, she joined the Legal Department of CGI (an independent IT and business management services company). She is currently General Counsel for Western Europe and Southern Europe, in charge of internal affairs, customer contracts and labor relations.

 

TERM OF OFFICE ON RUBIS’ SUPERVISORY BOARD

Date of first appointment: June 5, 2015.

Date of last renewal: June 7, 2018.

End of term of office: 2021 Shareholders’ Meeting convened to approve the 2020 financial statements.

 

LIST OF OFFICES HELD OUTSIDE THE GROUP IN THE LAST FIVE YEARS

Current terms of office

In France

None

Outside France

None

Terms of office that have expired during the last five years

None

 

MARC-OLIVIER LAURENT    

 

Member of the Accounts and Risk Monitoring Committee

Independent member

Born on March 4, 1952

French nationality

 

CURRENT MAIN FUNCTION

Managing Partner of Rothschild 

& Co. Gestion

Executive Chairman of Rothschild & Co

Merchant Banking

 

PROFESSIONAL ADDRESS

Rothschild & Co Merchant Banking

Five Arrows Managers

23 bis, avenue Messina

75008 Paris – France

 

NUMBER OF RUBIS SHARES HELD AS OF 12/31/2020

23,236

EXPERIENCE AND EXPERTISE

Marc-Olivier Laurent is a graduate of HEC and holds a PhD in African Social Anthropology from Paris-Sorbonne University. Between 1978 and 1984, he was responsible for investments at Institut de Développement Industriel (IDI). From 1984 to 1993, he headed the M&A, Corporate Finance and Equity division of Crédit Commercial de France. Marc-Olivier Laurent joined Rothschild & Co in 1993 as Managing Director, becoming a Partner in 1995. Marc-Olivier Laurent is currently Executive Chairman of Rothschild & Co Merchant Banking and Managing Partner of Rothschild & Co Gestion.

 

TERM OF OFFICE ON RUBIS’ SUPERVISORY BOARD

Date of first appointment: June 11, 2019.

End of term of office 2022: Shareholders’ Meeting convened to approve the 2021 financial statements.

 

LIST OF OFFICES HELD OUTSIDE THE GROUP IN THE LAST FIVE YEARS

Current terms of office

In France

Listed companies:

None

Unlisted companies:

  Managing Partner of Rothschild & Co Gestion SAS (RCOG);

  Chairman and Member of the Board of Directors of Institut Catholique de Paris (ICP);

  Vice-Chairman and member of the Board of Directors of Caravelle;

  Member of the Supervisory Board of Arcole Industries.

Outside France

None

Terms of office that have expired during the last five years

  Member of the Group Executive Committee of Rothschild & Co Gestion SAS (RCOG).

 

  147
 
 
CHANTAL MAZZACURATI    

 

Chairwoman of the Accounts

and Risk Monitoring Committee

Chairwoman of the Compensation

and Appointments Committee

Independent member

Born on May 12, 1950

French nationality

 

CURRENT MAIN FUNCTION

Chief Executive Officer of Groupe Milan SAS

 

PROFESSIONAL ADDRESS

Groupe Milan

36, rue de Varenne

75007 Paris – France

 

NUMBER OF RUBIS SHARES HELD

AS OF 12/31/2020

7,585

EXPERIENCE AND EXPERTISE

Chantal Mazzacurati is a graduate of HEC business school. She has spent her entire career with BNP, then BNP Paribas, where she held a variety of roles in the field of finance, initially in the Finance Department, then as Director of Financial Affairs and Industrial Investments, and lastly as Head of the Global Equities business line.

 

TERM OF OFFICE ON RUBIS’ SUPERVISORY BOARD

Date of first appointment: June 10, 2010.

Date of last renewal: June 11, 2019.

End of term of office 2022: Shareholders’ Meeting convened to approve the 2021 financial statements.

 

LIST OF OFFICES HELD OUTSIDE THE GROUP IN THE LAST FIVE YEARS

Current terms of office

In France

Listed companies:

None

Unlisted companies:

  Chief Executive Officer of Groupe Milan SAS;

  Member of the Supervisory Board, the Risk Monitoring Committee and the Compensation Committee of BNP Paribas Securities Services.

Outside France

None

Terms of office that have expired during the last five years

  Member of the Management Board of Groupe Milan.

 

ERIK POINTILLART     

 

Member of the Compensation

and Appointments Committee

Non-independent member

Born on May 7, 1952

French nationality

 

CURRENT MAIN FUNCTION

Vice-Chairman of the IEFP

 

PROFESSIONAL ADDRESS

c/o Rubis

46, rue Boissière

75116 Paris – France

 

NUMBER OF RUBIS SHARES HELD AS OF 12/31/2020

1,794

EXPERIENCE AND EXPERTISE

A graduate of the Institut d’Études Politiques in Paris, Erik Pointillart has 36 years’ experience in the French and European financial world. He began his career in 1974 in the Finance Department of BNP. He joined Caisse des Dépôts in 1984, and became Chief Executive Officer of CDC Gestion in 1990. In 1994, he joined Écureuil Gestion as Director of Bond and Monetary Management, then in October 1999, became Director of Development and Chairman of the Company’s Management Board.

 

TERM OF OFFICE ON RUBIS’ SUPERVISORY BOARD

Date of first appointment: March 24, 2003.

Date of last renewal: June 7, 2018.

End of term of office: 2021 Shareholders’ Meeting convened to approve the 2020 financial statements.

 

LIST OF OFFICES HELD OUTSIDE THE GROUP IN THE LAST FIVE YEARS

Current terms of office

In France

Listed companies:

None

Unlisted companies:

Vice-Chairman of the IEFP.

Outside France

None

Terms of office that have expired during the last five years

  Partner at Nostrum Conseil.

 

RUBIS – 2020 UNIVERSAL REGISTRATION DOCUMENT 148
 
 

ROLE OF THE SUPERVISORY BOARD

 

As the Company is incorporated under the legal form of a Partnership Limited by Shares, the Supervisory Board is in charge of continuous oversight of its management. For this purpose, it enjoys the same powers as the Statutory Auditors. As such, unlike the board of directors of a public limited company (société anonyme), the Supervisory Board must not intervene in the management and administration of the Company.

 

The Supervisory Board is assisted in the performance of its duties by its Committees, namely the Accounts and Risk Monitoring Committee and the Compensation and Appointments Committee.

 

The recurring duties of the Supervisory Board are specified in its Internal Rules. They are mainly the following:

 

review of the accounts and assurance of the consistency of the accounting methods used in the preparation of the Company’s consolidated and separate financial statements and of the quality, completeness and fairness of the financial statements;
monitoring of the Group’s activity;
assessment of financial and non-financial risks related to the activities and oversight of the corrective measures implemented;
recommendations on the appointment of the Statutory Auditors and verification of their independence;
review of the independence of its (future) members;
establishment of specialized Committees to assist it in the performance of its duties, and appointment of their members;
conduct of its assessment;
advisory opinion on the compensation policy for the Managing Partners, in accordance with the provisions of Article L. 22-10-76 of the French Commercial Code;
validation of the compliance of the components of compensation of the Managing Partners, to be paid or awarded in respect of the past fiscal year, with the compensation policy previously approved by the shareholders in the Shareholders’ Meeting and with the by-law provisions;
validation of the compliance of the components of compensation of the Chairman of the Supervisory Board, to be paid or awarded in respect of the past fiscal year, with the policy previously approved by the shareholders in the Shareholders’ Meeting;
setting the compensation policy applicable to its members;
breakdown of the total amount of compensation to be granted to members of the Supervisory Board, including a portion based on attendance and possible chairing and/or membership of Committees;
control of the compliance of the rights of the General Partners in the profits;
authorization prior to the conclusion of related-party agreements;
annual assessment of agreements relating to standard operations and concluded on an arm’s length basis in order to verify that they meet this qualification;
preparation of the corporate governance report (attached to the management report), in accordance with Article L. 22-10-78 of the French Commercial Code;
preparation of the report on its continuous management oversight mission;
information on professional and wage equality;
review of the quality of information provided to shareholders and the market;
monitoring of exchanges between the Company and its shareholders and the market;
monitoring of Corporate Social Responsibility (CSR) projects implemented.

 

To enable the Supervisory Board to perform its duties, the Internal Rules provide that the Managing Partners shall inform it of matters such as:

 

trends in each division and future prospects within the framework of the strategy set by the Managing Partners;
acquisitions and/or disposals of businesses or subsidiaries, equity investments and, more generally, any major investment;
changes in bank debt and financial structure within the framework of the financial policy set by the Managing Partners;
internal control procedures defined and developed by the Company and by Rubis Énergie and its subsidiaries, under the authority of the Managing Partners, which are responsible for overseeing their implementation;
draft agendas for Shareholders’ Meetings;
any major acquisition outside the defined strategy, prior to its completion;
Corporate Social Responsibility (CSR) projects;
compliance issues;
monitoring of the Management Board succession plan implemented by the General Partners.

 

DIVERSITY POLICY APPLIED TO THE SUPERVISORY BOARD AND SELECTION PROCESS FOR ITS MEMBERS

 

The Supervisory Board’s composition is designed to ensure that it is able to fulfill all of its duties.

 

In examining and giving advice on its current and future composition, the Supervisory Board relies on the work of its Compensation and Appointments Committee, on the results of the most recent assessment of its work, and on the responses to a questionnaire sent annually to each of its members. The Supervisory Board, on the advice of the Compensation and Appointments Committee, ensures that its members have complementary skills (based on education and professional experience) and are diverse from a personal point of view (based in particular on nationality, gender and age). Other items are also taken into consideration (independence, compliance with the rules on multiple Directorships and ability to fit into the culture of the Supervisory Board).

 

The selection of new candidates, as well as the reappointment of existing members, is examined by the Compensation and Appointments Committee and then by the Supervisory Board, in the light of the above-mentioned factors, with a view to enriching its work.

 

The Supervisory Board, at its meeting of March 12, 2019, on the advice of the Compensation and Appointments Committee, specified that the following objectives were to be met within three years (i.e. by the 2022 Shareholders’ Meeting):

 

maintain a percentage of women on the Board of at least 40% each year;
meet the age requirements provided for in Article 27 of the by-laws each year;
maintain at least one-third of Board members with international business experience;
ensure that at least one member of the Board has professional experience in the Company’s business sectors.

 

The Supervisory Board, at its meeting of March 12, 2020, on the advice of the Compensation and Appointments Committee, maintained these objectives while directing the search for a future candidate towards a profile with sector expertise and/or of foreign nationality.

 

The implementation of this policy during the past fiscal year resulted in the Compensation and Appointments Committee selecting Nils Christian Bergene as a candidate for the Supervisory Board. It was felt that Nils Christian

 

    149
   

 

Bergene would contribute to the work of the Supervisory Board due to:

 

his Norwegian nationality and, more broadly, his international profile;
his knowledge of the Company’s business sectors (particularly energy transport); and
his sensitivity to environmental issues, acquired notably through the shipping business.

 

More generally, Nils Christian Bergene would bring to the Supervisory Board his skills and experience in the following areas: international experience, finance and audit, legal, M&A, compliance, insurance, CSR and security.

 

The Supervisory Board, at its meeting of March 11, 2021, in line with its diversity policy, therefore proposes that the shareholders appoint Nils Christian Bergene as a new member of the Supervisory Board at the 2021 Shareholders’ Meeting.

 

All information relating to Nils Christian Bergene is provided in the Notice of Meeting for the 2021 Shareholders’ Meeting.

 

The Supervisory Board, at its meeting of March 11, 2021, on the favorable opinion of the Compensation and Appointments Committee, decided to maintain the same diversity objectives.

 

TABLE SUMMARIZING THE DIVERSITY OF SKILLS OF THE SUPERVISORY BOARD (AS OF MARCH 11, 2021)

 

  Management                  
  of large industrial International Finance              
  or banking groups experience and audit Legal M&A Compliance Insurance HR CSR Security
Olivier Heckenroth      
Hervé Claquin        
Marie-Hélène Dessailly              
Carole Fiquemont          
Aurelie Goulart-Lechevalier          
Laure Grimonpret-Tahon        
Marc-Olivier Laurent              
Chantal Mazzacurati            
Erik Pointillart            
TOTAL 4 7 7 5 7 5 3 1 3 1

 

INDEPENDENCE

 

Each year, the Supervisory Board assesses the independence of its members and of potential candidates. Its assessment is based on the work carried out and the advice issued by the Compensation and Appointments Committee. The Supervisory Board has chosen to comply with the definition of independence set out in the Afep-Medef Code, considering that a member is independent when he or she has no relationship of any kind whatsoever with the Company, its Group or its management that may compromise the exercise of his or her freedom of judgment. Thus, to be qualified as independent, a member of the Supervisory Board must meet all the following criteria:

 

not be, or have been during the previous five years, an employee or senior manager of the Company, or an employee, executive corporate officer or Director of one of Rubis’ consolidated companies;
not be an executive corporate officer of a company in which the Company holds a direct or indirect position as a Director, or in which an employee designated in that capacity or an executive corporate officer of the Company (currently or having been so within the past five years) holds a Directorship;
not be a customer, supplier, business or investment banker or consultant:

 

  important to the Company or its Group, or
  for which the Company or its Group represent a significant share of business;

 

not have a close family tie with a corporate officer;
not have been a Statutory Auditor of the Company during the previous five years;
not have been a member of the Board for more than 12 years, since a member can no longer be classified as independent as of the anniversary date of their 12 years of service;
the Chairman of the Supervisory Board cannot be considered independent if he/she receives variable compensation in cash or securities or any compensation related to the performance of the Company or the Group;
not represent a significant shareholder (> 10% of share capital and/or voting rights) exercising control over the Company.

 

In accordance with the recommendations of the Afep-Medef Code, the Supervisory Board has the freedom to consider that one of its members, although fulfilling the independence criteria listed above, cannot be qualified as independent.

 

After examining the situation of each of its members and taking into account the advice of the Compensation and Appointments Committee, the Supervisory Board, at its meeting of March 11, 2021, found that Marie-Hélène Dessailly, Carole Fiquemont, Laure Grimonpret-Tahon, Marc-Olivier Laurent and Chantal Mazzacurati met the independence criteria and should therefore be qualified as independent. The Supervisory Board found that Aurélie Goulart-Lechevalier could not be qualified as independent because of the business relationship that a member of her family had with the Group in 2020 and that Olivier Heckenroth, Hervé Claquin and Erik Pointillart could not be qualified as independent due to their seniority on the Board.

 

  RUBIS – 2020 UNIVERSAL REGISTRATION DOCUMENT 150
   
 

TABLE SUMMARIZING THE INDEPENDENCE OF MEMBERS OF THE SUPERVISORY BOARD (AS OF MARCH 11, 2021)

 

  Independence criteria  
  Not an employee
or corporate
officer during the
last five years
Absence of
“reciprocal
offices”
No
significant
business
relationship
No close
family ties with
a corporate
officer
Not a
Statutory
Auditor in the
last five years
Seniority
on the Board
≤ 12 years
No variable or
performance-
related
compensation
Share
capital and
voting rights
≤ 10%
Independence
Olivier Heckenroth    
Hervé Claquin    
Marie-Hélène Dessailly
Carole Fiquemont
Aurelie Goulart-Lechevalier    
Laure Grimonpret-Tahon
Marc-Olivier Laurent
Chantal Mazzacurati
Erik Pointillart    
Rate of independence                 55.55%

 

In accordance with the recommendations of the Afep-Medef Code and the provisions of its Internal Rules, as of March 11, 2021 the Supervisory Board has a majority of independent members (independence rate of 55.55%).

 

In addition, after reviewing the work and the favorable opinion of the Compensation and Appointments Committee and examining the situation of Nils Christian Bergene, whose appointment is proposed to the 2021 Shareholders’ Meeting, the Supervisory Board, at its meeting of March 11, 2021, found that this candidate met the independence criteria and should therefore be qualified as independent. In particular, it was verified that, since his departure from the Supervisory Board following the expiration of his term of office at the close of the Shareholders’ Meeting of June 5, 2015, Nils Christian Bergene had not had any relationship of any kind (in particular no business relationship and no significant shareholding and/or voting rights) with the Company, its Group or its Management that could have compromised the exercise of his freedom of judgment.

 

Therefore, subject to his appointment and the three reappointments proposed at the 2021 Shareholders’ Meeting, the Supervisory Board, in accordance with the recommendations of the Afep-Medef Code and the provisions of its Internal Rules, will comprise a majority of independent members at the close of this Meeting (with the independence rate increasing to 60%).

 

5.3.2 Conditions for preparing and organizing the work of the Supervisory Board

 

TRAINING OF SUPERVISORY BOARD MEMBERS

 

When new members of the Supervisory Board are appointed, they are given a training package. It presents the history of the Group, its activities, its legal and financial features, as well as the various aspects of the role of a member of the Supervisory Board in a French Partnership Limited by Shares listed on a regulated market.

 

Members of the Supervisory Board may contact the Finance Department and Rubis’ Corporate Secretary for any explanations or additional information they may require to perform their duties.

 

In addition, outside the period of restrictions on travel and face-to-face meetings due to the health situation, visits to the Group’s sites are organized automatically for all new members and on request for all other members.

 

Members of the Supervisory Board may, if they wish, receive additional training on the specific characteristics of the Group, its business sectors and its business lines.

 

ETHICS OF SUPERVISORY BOARD MEMBERS

 

The Supervisory Board’s Internal Rules describe the rights and duties of its members. In particular, they must demonstrate loyalty, integrity and independence of judgment and respect the confidentiality of non-public information acquired in the course of their duties. In addition, Supervisory Board members must declare any conflict of interest, even potential, with respect to the work of the Board. In such a situation, they must abstain from participating in the discussions and voting on the corresponding decisions. The Chairman of the Supervisory Board may decide that the Supervisory Board member concerned shall not attend the discussions.

 

ACTIVITIES OF THE SUPERVISORY BOARD

 

The procedures for preparing and organizing the work of the Supervisory Board are set out in its Internal Rules.

 

Under the terms of this document, the Supervisory Board meets as often as required in the interests of the Company, and at least once every six months to review the half-yearly and annual separate and consolidated financial statements. In view of the fact that, unlike the board of directors of a public limited company (société anonyme), the Supervisory Board is not required to take part in the Company’s management and administration, this frequency is considered sufficient. However, in view of the increasing number of tasks entrusted to it, in particular the monitoring of various issues relating to Corporate Social Responsibility and the compensation of corporate officers, the Supervisory Board, at its meeting of March 11, 2021, decided to schedule a third annual meeting as from this fiscal year.

 

    151
   

 

The Supervisory Board met three times during the year under review (twice in the previous fiscal year), including once to give its opinion on the resolutions proposed to the Shareholders’ Meeting of December 9, 2020.

 

The Supervisory Board relies on the in-depth work carried out by the Committees it has set up. The reports that the Chairwoman of each Committee submits to the Board and the quality of the documents that are provided to it, within a reasonable timeframe prior to the meeting, enable the Supervisory Board to acquire precise and up-to-date knowledge of the various subjects that fall within its scope. In addition, the Managing Partners, the Chief Financial Officer, the Corporate Secretary and the Statutory Auditors provide all clarifications necessary for a proper understanding of the issues on the agenda.

 

During the year under review, the Supervisory Board, in addition to recurring matters, notably:

 

was informed of the disposal of 45% of Rubis Terminal to Cube Storage Europe HoldCo Ltd;
was informed of the acquisition of Tepsa shares;
analyzed future developments in its composition, in light of its diversity policy and the results of its assessment conducted in early 2020, including the identification of a new member of the Supervisory Board, whose election is proposed at the 2021 Shareholders’ Meeting;
followed the market for Rubis shares, the precise expectations of investors concerning the French market, the dialog set up by the Company with analysts and proxy advisors;
analyzed the feedback from shareholders at the two Shareholders’ Meetings in 2020 and the results of the votes;
followed the process of changing the Company’s ICB (Industrial Classification Benchmark) by the index provider FTSE Russell;
was involved in the process of appointing a third Statutory Auditor;
reviewed the draft resolutions that Managing Partners wished to submit to the two Shareholders’ Meetings of 2020; in particular, those proposed to the Shareholders’ Meeting of December 9, 2020, relating in particular to the implementation of a share buyback program with a view to reducing the share capital, as well as to the amendment of Article 56 of the Company’s by-laws (introduction of a high-water mark in the calculation of the total shareholder return used to determine the dividend per by-laws of the General Partners, so as to better take into account the interests of all shareholders when the share price falls), on which it issued a favorable opinion;
was informed of related-party agreements that could not be submitted to it for authorization; and
monitored developments in the Covid-19 pandemic and its management by the Group, as well as its impact on the Group’s employees and the regions in which the Group operates.

 

During the fiscal year under review, the attendance rate was 89.66% (100% in the previous year).

 

COMMITTEES OF THE SUPERVISORY BOARD

 

The Supervisory Board appoints the Accounts and Risk Monitoring Committee members and the Compensation and Appointments Committee members and defines their organization, operation and missions. These Committees are composed exclusively of members of the Supervisory Board and assist the Board in the performance of its duties. Both Committees must be chaired by an independent member.

 

ACCOUNTS AND RISK MONITORING COMMITTEE

 

In accordance with its Internal Rules, the Accounts and Risk Monitoring Committee assists the Supervisory Board in its continuous oversight of the Company’s management. It is tasked with examining the following matters:

 

the process of preparing financial information;
the monitoring of accounting and financial control systems, as well as financial and non-financial risk management systems;
the appointment or reappointment of the Company’s Statutory Auditors in accordance with the procedures in force; the monitoring of their work and control of the compliance of their working procedures;
the rules for approval, delegation and monitoring of services other than the certification of financial statements performed by the Statutory Auditors.
the review of agreements relating to standard operations and concluded on an arm’s length basis (known as “non-related party agreements”) in the light of the principles set out in Rubis’ internal Charter on the assessment of non-related party agreements and the prior authorization related-party agreements;
the follow-up of subjects related to Corporate Social Responsibility;
the monitoring of compliance issues.

 

The Committee regularly reports to the Supervisory Board on the performance of its duties, as well as on the results of the audit certification process, how this process contributed to the fair presentation of the financial information and the role it played in that process. It informs it without delay of any difficulty encountered.

 

In accordance with its Internal Rules, the members are chosen for their expertise in the areas of accounting, finance and risks, in particular because of their training, their experience as General Managers of commercial or insurance companies and/or their positions in banking institutions. The Committee is chaired by an independent member. The Chairman of the Supervisory Board is an ex officio member.

 

As of March 11, 2021, the Accounts and Risk Monitoring Committee had five members: Chantal Mazzacurati (Chairwoman), Hervé Claquin, Marie-Hélène Dessailly, Olivier Heckenroth and Marc-Olivier Laurent. Three out of five members (including the Chairwoman) are independent (independence rate of 60%).

 

During the year under review, the Supervisory Board set the objective of improving the independence rate over the next three years, as the terms of office of non-independent members expire (as was the case this year for Hervé Claquin). In line with this objective, the Supervisory Board, at its meeting of March 11, 2021, decided that at the close of the 2021 Shareholders’ Meeting and subject to the appointment of Nils Christian Bergene, the Accounts and Risk Monitoring Committee would be composed of five members: Chantal Mazzacurati (Chairwoman), Nils Christian Bergene, Marie-Hélène Dessailly, Olivier Heckenroth and Marc-Olivier Laurent. Four members (including the Chairwoman) out of five would be independent (independence rate increasing to 80%).

 

  RUBIS – 2020 UNIVERSAL REGISTRATION DOCUMENT 152
   

 

CHANGE IN THE COMPOSITION OF THE ACCOUNTS AND RISK MONITORING COMMITTEE BETWEEN THE SHAREHOLDERS’ MEETINGS OF JUNE 11, 2020 AND JUNE 10, 2021

 

(subject to the reappointment of Hervé Claquin, Laure Grimonpret-Tahon and Erik Pointillart, and the appointment of Nils Christian Bergene)

 

         
  At the close of the
Shareholders’ Meeting of
Departure Appointment Composition
Accounts and Risk Monitoring Committee June 11, 2020 - - Chantal Mazzacurati (Chairwoman)*
        Marie-Hélène Dessailly*
        Olivier Heckenroth
        Hervé Claquin
        Marc-Olivier Laurent*
  June 10, 2021 Hervé Claquin Nils Christian Bergene* Chantal Mazzacurati (Chairwoman)*
        Marie-Hélène Dessailly*
        Nils Christian Bergene*
        Olivier Heckenroth
        Marc-Olivier Laurent*

 

* Independent member of the Supervisory Board.

 

The Accounts and Risk Monitoring Committee meets at least once every six months to review the annual and half-yearly separate and consolidated financial statements as well as at least once every six months to analyze, monitor and manage risks, and CSR and compliance issues (a second annual meeting having been planned, as from fiscal 2019, in view of the increase in the Committee’s work on these subjects and the growing size of the Group).

 

During the year under review, the Accounts and Risk Monitoring Committee met three times to review the financial statements (twice in the previous year) and twice to analyze, monitor and review risks, as well as to discuss CSR and compliance issues (as in the previous year).

 

In accordance with its Internal Rules, the members of the Accounts and Risk Monitoring Committee are given a reasonable amount of time (at least two days) to review the financial statements and other accompanying documents before the Committee meets. They also receive a summary of work carried out by the Statutory Auditors. The Managing Partners, the Statutory Auditors, the Chief Financial Officer, the Director of Accounting and Consolidation, the Corporate Secretary and any other person whose presence is deemed necessary participate in the Accounts and Risk Monitoring Committee. However, at the end of the meeting, the members of the said Committee meet alone with the Statutory Auditors, without the presence of the Managing Partners or the members of Rubis’ functional departments, to review the separate and consolidated financial statements, the risks and the findings submitted to them by the Statutory Auditors following their work.

 

During the year under review, the Accounts and Risk Monitoring Committee reviewed the following topics, among others:

 

review of the separate and consolidated financial statements, both annual and half-yearly;
recommendation on the appointment of a third Statutory Auditor, after verification that the conditions of independence were met;
major events occurring in fiscal 2019, measures taken for their management and follow-up;
presentation of consolidated risk maps;
review of disputes and major events;
presentation on the Group’s climate challenges (Bilan Carbone®, Group strategy);
annual review of the implementation of the corruption prevention system;
presentation of the “Risk factors” chapter of the Universal Registration Document;
presentation of the Rubis Énergie internal audit plan;
update on accidents;
update on the management of the Covid-19 pandemic.

 

All the documents submitted, the presentation given by the Managing Partners, and the answers given to the questions asked, reassured the Committee as to the proper management of risks within the Group.

 

During the fiscal year under review, the attendance rate was 86.67% (100% in the previous year).

 

COMPENSATION AND APPOINTMENTS COMMITTEE

 

In accordance with its Internal Rules, the Compensation and Appointments Committee assists the Supervisory Board on governance issues. It is tasked with examining the following matters:

 

the formulation of any proposal for reappointment or appointment to the Supervisory Board and its Committees, in accordance with the diversity policy;
the independence of (future) members of the Supervisory Board with regard to the criteria of the Afep-Medef Code;
the organization of the three-yearly assessment process of the functioning of the Supervisory Board;
the Managing Partners compensation policy;
the determination of the components of compensation to be paid or awarded in respect of the past fiscal year to the Managing Partners, in accordance with the policy approved by the Shareholders’ Meeting and the by-law provisions, and report on its work to the Supervisory Board;
the determination of the components of compensation to be paid or awarded in respect of the past fiscal year to the Chairman of the Supervisory Board, in accordance with the policy approved by the Shareholders’ Meeting, and report on its work to the Supervisory Board;
the proposal of a draft compensation policy for the Supervisory Board;

 

    153
   
 
the formulation of a proposal on the total amount of compensation to be granted to the members of the Supervisory Board and the Committees, as well as its allocation, including a portion based on attendance and the possible chairing and/or membership of Committees;
the draft report of the Supervisory Board on corporate governance.

 

As part of its thinking on changes in the composition of the Supervisory Board and its Committees, in accordance with the Group’s diversity policy, the Compensation and Appointments Committee reviews a succession plan for the Chairman of the Supervisory Board.

 

However, it does not participate in the preparation of succession plans for Executive Corporate Officers, as this is the sole responsibility of the General Partners. The Compensation and Appointments Committee, like the Supervisory Board, is nevertheless kept informed of the progress of the succession plan for the Management Board prepared by the General Partners.

 

The Committee reports to the Supervisory Board on the performance of its duties.

 

In accordance with its Internal Rules, this Committee is chaired by an independent member.

 

As of March 11, 2021, the Compensation and Appointments Committee had four members: Chantal Mazzacurati (Chairwoman), Laure Grimonpret-Tahon, Olivier Heckenroth and Erik Pointillart. Two out of four members (including the Chairwoman) were independent (independence rate of 50%). At the close of the 2021 Shareholders’ Meeting, the Compensation and Appointments Committee will continue to be composed of the current members, maintaining an independence rate of 50% and an independent Chairwoman.

 

CHANGE IN THE COMPOSITION OF THE COMPENSATION AND APPOINTMENTS COMMITTEE BETWEEN THE SHAREHOLDERS’ MEETINGS OF JUNE 11, 2020 AND JUNE 10, 2021

 

(subject to the reappointment of Hervé Claquin, Laure Grimonpret-Tahon and Erik Pointillart, and the appointment of Nils Christian Bergene)

 

  At the close of the Shareholders’ Meeting of Departure Appointment Composition
Compensation and Appointments Committee June 11, 2020 - - Chantal Mazzacurati (Chairwoman)*
  June 10, 2021     Laure Grimonpret-Tahon*
    - - Olivier Heckenroth
        Erik Pointillart

 

* Independent member of the Supervisory Board.

 

The Compensation and Appointments Committee met once during the fiscal year under review (as in the previous year). In view of the growing number of issues relating to compensation and appointments and the resulting increase in workload, the Supervisory Board, at its meeting of March 11, 2021, decided to schedule a second annual meeting of this Committee.

 

In accordance with its Internal Rules, Committee members are given a reasonable amount of time (at least two days) to review the documents before the Committee meets. The Company’s Corporate Secretary and Jacques Riou, Chairman of Agena, a company Joint non-General Partner Manager, attend its meetings.

 

During the fiscal year under review, the Compensation and Appointments Committee reviewed the following topics, among others:

 

the determination of the components of compensation of the Managing Partners for fiscal year 2019:

 

  for the fixed portion, in accordance with the criteria set out in Article 54 of the by-laws,
  for the variable portion, in accordance with the conditions set by the Shareholders’ Meeting;

 

the Managing Partners’ compensation policy for fiscal year 2020;
the determination of the components of compensation of the Chairman of the Supervisory Board for fiscal year 2019;
the proposed breakdown of compensation to members of the Supervisory Board for fiscal year 2019;
the proposed compensation policy for the members of the Supervisory Board for fiscal year 2020;
information on the compensation policy for the Group’s main non-executive corporate officers;
information on professional and wage equality;
the analysis of the current composition of the Supervisory Board and its Committees (particularly with regard to the diversity and independence of its members) and its future development, in the light of its diversity policy and the results of the assessment carried out in early 2020, including the identification of a new member of the Supervisory Board whose appointment is proposed to the 2021 Shareholders’ Meeting.

 

During the fiscal year under review, the attendance rate was 100% (as in the previous year).

 

ASSESSMENT OF THE SUPERVISORY BOARD AND CONSIDERATION OF POINTS OF ATTENTION

 

Each year, the Supervisory Board informally discusses its composition, organization and operation, as well as those of its Committees in order to improve their effectiveness.

 

A more formal and in-depth assessment is performed every three years on the basis of an anonymous questionnaire provided to the members of the Supervisory Board. This questionnaire mainly addresses the following points:

 

organization and composition of the Supervisory Board and its Committees;
Supervisory Board and Committee meetings (time frame for sending out documents, number of meetings, etc.);
contribution of the members to the work of the Supervisory Board and the Committees;
relations of the Supervisory Board and the Committees with the Managing Partners and/or the Statutory Auditors (quality of the information provided, the dialog, etc.);
areas and methods for improving the operation of the Board and the Committees.

 

The last formalized assessment was carried out in early 2020.

 

  RUBIS – 2020 UNIVERSAL REGISTRATION DOCUMENT 154
   
 

The points of attention of the Compensation and Appointments Committee, contained in the report it submitted to the Supervisory Board on March 12, 2020, were taken into account during 2020, as the following developments were noted:

 

diversity of nationalities on the Supervisory Board has been introduced into the diversity policy. The selection of Nils Christian Bergene, a Norwegian national, as a candidate for the Supervisory Board, to be proposed at the 2021 Shareholders’ Meeting, meets this new objective;
the minutes of the Supervisory Board meetings are more comprehensive than before;
the Secretariat of the Supervisory Board, despite the prevailing health situation, made his best efforts to send documentation related to Supervisory Board and Committee meetings further in advance than before;
site visits will resume as soon as restrictions on movement and groupings related to the prevailing health situation have been lifted.

 

The next formal assessment will take place in 2023.

 

ATTENDANCE OF THE MEMBERS OF THE SUPERVISORY BOARD AND OF THE COMMITTEES AT MEETINGS

 

The table below sets out the attendance of each member at meetings of the Supervisory Board and the Committees in fiscal year 2020.

 

SUMMARY TABLE OF MEMBERS’ ATTENDANCE AT THE MEETINGS OF THE SUPERVISORY BOARD AND THE COMMITTEES IN 2020

 

    Accounts and Risk Compensation and
Members of the Supervisory Board Supervisory Board(1) Monitoring Committee (2) Appointments Committee
Olivier Heckenroth 100% 100% 100%
Hervé Claquin 100% 100%  
Marie-Hélène Dessailly 100% 100%  
Carole Fiquemont 100%    
Aurelie Goulart-Lechevalier 100%    
Laure Grimonpret-Tahon 100%   100%
Marc-Olivier Laurent 66.66% 33.33%  
Chantal Mazzacurati 100% 100% 100%
Christian Moretti(3) 0%    
Alexandre Picciotto(3) 0%    
Erik Pointillart 100%   100%
ATTENDANCE RATE 89.66% 86.67% 100%

 

(1) The Supervisory Board met three times in fiscal year 2020.
(2) The Accounts and Risk Monitoring Committee met three times in fiscal year 2020.
(3) Members of the Supervisory Board whose terms of office expired at the close of the Shareholders’ Meeting of June 11, 2020 and who were therefore only called to the first Supervisory Board meeting of 2020.

 

    155
   
 
Chargement...