5.2 Management of the Company
5.2.1 General Management: the Managing Partners
The Management of the Company is performed by the Management Board composed of four Managing Partners: Gilles Gobin and the companies Sorgema, Agena and GR Partenaires. All Managing Partners except Agena are General Partners and therefore have unlimited joint and several liability for Rubis’ debts against their personal property. This feature, resulting from the form of Partnership Limited by Shares under which the Company is constituted, provides shareholders with the guarantee of extreme vigilance in the management and administration of the Company (particularly with regard to risk management).
Gilles Gobin is Statutory Manager. Sorgema, Agena and GR Partenaires are non-Statutory Managers. Jacques Riou is the legal representative of Agena.
As of December 31, 2020, the Managing Partners, in their direct and indirect capacity as General Partners, held 2,293,997 shares of the Company (representing approximately 2.21% of the share capital).
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Born June 11, 1950
PROFESSIONAL ADDRESS Rubis 46, rue Boissière 75116 Paris – France
NUMBER OF RUBIS SHARES HELD AS OF 12/31/2020 177,782 |
EXPERIENCE AND EXPERTISE Founder of the Group in 1990. Gilles Gobin is an Essec graduate with a doctorate in Economics. He started at Crédit Commercial de France in 1977 and joined the Executive Committee in 1986 as head of Corporate Finance. He left the bank in 1989 and founded Rubis in 1990.
OFFICE IN RUBIS Statutory Manager and General Partner since the creation of Rubis.
OTHER KEY OFFICES WITHIN THE GROUP Managing Partner of: • Sorgema; • Magerco; • Thornton. OTHER OFFICES AND POSITIONS HELD OUTSIDE THE GROUP None |
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SARL with capital of €15,487.50
SHAREHOLDERS Gobin family group
MANAGING PARTNER Gilles Gobin
REGISTERED OFFICE 34, avenue des Champs-Élysées 75008 Paris – France
NUMBER OF RUBIS SHARES HELD AS OF 12/31/2020 1,173,269 |
OFFICE IN RUBIS Managing Partner company and General Partner since June 30, 1992.
OTHER KEY OFFICES WITHIN THE GROUP None OTHER OFFICES AND POSITIONS HELD OUTSIDE THE GROUP None |
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SAS with capital of €10,148
SHAREHOLDERS The Riou family group
CHAIRMAN Jacques Riou
REGISTERED OFFICE 20, avenue du Château 92190 Meudon – France
NUMBER OF RUBIS SHARES HELD AS OF 12/31/2020 942,946 |
EXPERIENCE AND EXPERTISE Jacques Riou graduated from HEC business school and has a degree in Economics. Before joining Gilles Gobin to set up Rubis in 1990, he worked in several roles at BNP Paribas and Banque Vernes et Commerciale de Paris, as well as the investment management company Euris.
TERM OF OFFICE AT RUBIS Managing Partner since November 30, 1992.
OTHER KEY OFFICES WITHIN THE GROUP None OTHER OFFICES AND POSITIONS HELD OUTSIDE THE GROUP None |
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Limited Partnership with capital of €4,500
SHAREHOLDERS • General Partners: companies of the Gobin family group and Jacques Riou • Limited Partner: Agena and the Riou family group
MANAGING PARTNERS • The company Magerco, represented by Gilles Gobin • The company Agane, represented by Jacques Riou
REGISTERED OFFICE 46, rue Boissière
NUMBER OF RUBIS SHARES HELD AS OF 12/31/2020 0 |
TERM OF OFFICE AT RUBIS General Partner since June 20, 1997, and Managing Partner since March 10, 2005.
OTHER KEY OFFICES WITHIN THE GROUP None OTHER OFFICES AND POSITIONS HELD OUTSIDE THE GROUP None |
The Managing Partners have the broadest powers to run and manage the Company. In accordance with the legal provisions, they manage the Company taking into consideration the social and environmental issues of its activity.
They represent and bind the Company in its relationships with third parties within the constraints set by its corporate purpose and subject to the duties assigned by law to the Supervisory Board and Shareholders’ Meetings.
Thus, the Managing Partners of Rubis SCA make the following decisions for the Company and its wholly owned subsidiary the Rubis Énergie division:
| • | development of strategy; |
| • | management of development, control and risk management; |
| • | approval of the Group’s separate and consolidated financial statements; |
| • | setting with the subsidiaries’ Senior Management of key management decisions resulting from the strategy and monitoring of their implementation by the Company and subsidiaries. |
In exercising their authority, the Managing Partners are supported by Rubis Énergie’s Senior Managers and the Managers of its operating subsidiaries.
In addition, together with Cube Storage Europe HoldCo Ltd, the Managing Partners are in charge of the management of their joint subsidiary RT Invest (55% owned by Rubis SCA), with the support of the Senior Managers of its operating subsidiaries.
| • | approval of the annual and half-yearly separate and consolidated financial statements; |
| • | authorization to sign credit facility agreements with financial institutions; |
| • | calling of the Shareholders’ Meetings of June 11 and December 9, 2020 and setting of their respective agendas; |
| • | decision to set up a Group Management Committee; |
| • | decision to exercise the call option granted to Rubis SCA by Cube Storage Europe HoldCo Ltd (a fund owned by I Squared Capital) in connection with the sale of 45% of Rubis Terminal; |
| • | authorization to sign the Share Purchase Agreement following the exercise of this call option; |
| • | various authorizations following the disposal by Rubis SCA of 45% of its stake in Rubis Terminal; |
| • | various authorizations in connection with financing the acquisition of Tepsa shares; |
| • | implementation of a free performance share plan and a stock option plan; |
| • | implementation of a capital increase reserved for Group employees; |
| • | recognition of capital increases resulting from employee subscriptions to the capital increase reserved for them, the reinvestment of dividends in shares by shareholders, the creation of preferred shares and the conversion of preferred shares into ordinary shares. |
As the Management Board is composed of four members, three of whom are legal entities, the continuity of the General Management is assured.
In addition, Articles 20 and 21 of the Company’s by-laws provide that the appointment of any new Managing Partner is the responsibility of the General Partners and, if the candidate is not a General Partner, of the Shareholders’ Meeting (in its ordinary form). Non-Statutory Managers are subject to an age limit of 75 years (applicable to the legal representative of any legal entity Managing Partner), unless extended under the exclusive authority of the General Partners. The Statutory Manager exercises his duties indefinitely.
As such, the General Partners have for several years organized a succession plan for the Management Board that respects the Company’s entrepreneurial and family nature. Measures have been taken to ensure that the succession process is carried out under optimal conditions. In particular, a solid long-term training program for future Managing Partners candidates has been set up within the subsidiaries to ensure that they acquire a thorough knowledge of the Group, its activities and its environment.
The Management Board regularly informs the Supervisory Board and the Compensation and Appointments Committee of progress in the succession plan.
5.2.2 Group Management Committee
During the first quarter of 2021, the Company set up a Group Management Committee. Led by Gilles Gobin and Jacques Riou, its members are the Chief Financial Officer, Bruno Krief, the Managing Director, Clarisse Gobin-Swiecznik, the Group Corporate Secretary, Maura Tartaglia, and the Director of Accounting and Consolidation, Anne Zentar.
The Committee assists the Managing Partners in the performance of their general duties: it formalizes and coordinates the various actions and policies carried out by the Managing Partners in conjunction with the subsidiaries. It also encourages discussions on topical issues for the Group (particularly in the areas of financial reporting, CSR, compliance and governance).
5.2.3 Gender balance of governing bodies
As of March 11, 2021, 50% of the members of the Group Management Committee were women. To comply with the provisions of Article L. 22-10-10 of the French Commercial Code and the expectations of investors, the Management Board has set a target of keeping the proportion of representatives of each gender at more than 30% of the Group Management Committee.
During the fiscal year under review, Rubis Énergie committed to achieving an average of 30% of women on its Management Committees by 2025.
In addition, as of December 31, 2020, 23.6% of the most senior positions (senior executives) and 33.1% of senior positions (senior executives and managers) within the Group were held by women (compared with 24.5% and 31.1% respectively as of December 31, 2019), whereas women accounted for 25.3% of total payroll (compared with 25.7% as of December 31, 2019).