Message from General Management
In a year marked by an unprecedented health crisis and high volatility in the price of petroleum products, in 2020 the Rubis Group demonstrated the formidable resilience of its economic and social model thanks to its entrepreneurial culture. Despite widespread uncertainty and constrained mobility, the Group has full confidence in its business model, continuing to invest to strengthen its market positions and ensure its long-term growth.
On the health front, the Group’s responsiveness demonstrated its effectiveness, and made it possible to protect the well-being of its employees without resorting to furlough schemes or government aid, across all of its subsidiaries.
From an economic perspective, the resilience of the business was remarkable, limiting the declines in EBIT and net income, Group share to 11% and 9% respectively.
Other than this economic, operational and social performance, 2020 was marked by major new developments aimed at ensuring the Group’s long-term viability:
• | the finalization, in the first half of 2020, of the creation of Rubis Terminal’s infrastructure division thanks to the partnership with infrastructure fund I Squared Capital, whose external growth objective quickly became a reality with the acquisition of Spanish company Tepsa in the summer of 2020, enabling the ramping up of capacities dedicated to chemical products and biofuels and the corresponding reduction in the share of petroleum products; |
• | the Group’s total deleveraging, resulting from this partnership in Rubis Terminal, offering exceptional investment capacity in an economic environment where there are genuine acquisition opportunities; |
• | the pursuit and implementation of Corporate Social Responsibility (CSR) initiatives, including the announcement of a target to reduce Rubis Énergie’s CO2 emissions (scopes 1 and 2) by 20% by 2030 (versus 2019) and a target of having an average of at least 30% women on Rubis Énergie’s Management Committees by 2025; |
• | the strengthening of Governance, with notably amendments to the by-laws relating to the setting of the dividend for the General Partners, enabling better alignment of the interests of both categories of partners. |
The next few years promise to be particularly exciting for Rubis, with many opportunities in both our existing businesses and in branches of the emerging low- or no-carbon energy sector, whose development is vital for the preservation of our planet.
We are entering this period with two major strengths: on the one hand, our legacy business lines, which are profitable and generate robust cash flows, and on the other hand, an exceptional and totally debt-free financial position.
“A new balance needs to be struck; this will involve adding new, less carbon-intense activities, without hindering the development of our existing businesses, as a means of guaranteeing our sound health during the ecological transition.
We firmly believe that the products we currently distribute, and biofuels when they become widely available, will remain essential over the long term in the regions where we operate: the Caribbean, Africa, and even Europe with the predominance of liquefied gas (LPG/LNG) in this region.
That said, it is vital that we conduct our existing businesses with an awareness of our carbon footprint in order to manage and reduce it.
We are therefore maintaining our mobilization and initiatives in order to make progress on our Climate approach, as reflected in the following measures:
• | improvement of the governance of Climate issues, with the setting of targets; |
• | implementation of numerous investments by our subsidiaries in new energy and circular economy projects, such as the distribution of biofuels, the improvement of the energy efficiency of our production facilities, the production of electricity using photovoltaic panels and green and blue hydrogen, etc.; |
• | more communication on Climate issues, and more generally on CSR, to our shareholders and stakeholders, reporting on our actions in these areas. |
In the same spirit, we will seek to complement our traditional investments with low- or no-carbon activities. This is a new field of opportunities that is opening up.
Our investment projects dedicated to less carbon-intense activities will build on our Group’s existing strengths. They will have to be in the energy sector, located in countries where our operations are assets, be based on stabilized technologies and be profitable. A new balance needs to be struck; this will involve adding new, less carbon-intense activities, without hindering the development of our existing businesses, as a means of guaranteeing our sound health during the ecological transition.
While many uncertainties remain regarding the end of the pandemic, we are confident in the Group’s strategy, confident in the commitment of our employees and their remarkable professional qualities, and confident in the support and loyalty of our long-term shareholders.
Glossary
The Company or Rubis SCA
These terms refer to the holding company set up in the form of a Partnership Limited by Shares (Société en Commandite par Actions), and whose shares are listed on Euronext Paris.
Rubis Énergie
This term refers to the company Rubis Énergie SAS, a Rubis SCA subsidiary, and its subsidiaries, whose two activities are the supply (support & services) and the distribution (retail & marketing) of energy and bitumen.
Rubis Terminal JV
This term refers to Rubis Terminal Infra, the operating subsidiary of RT Invest, and its subsidiaries, whose activity is bulk liquid storage (see organization chart on page 29).
RT Invest
This term refers to the parent company of Rubis Terminal Infra, owned 55% by Rubis SCA and 45% by Cube Storage Europe HoldCo Ltd (an investment vehicle set up by I Squared Capital) (see organization chart on page 29).
The Group or Rubis
These terms refer to Rubis SCA, Rubis Énergie, the Rubis Terminal JV, as well as their respective subsidiaries as presented in the organization charts in chapter 1, sections 1.5 and 1.7.
1.1 Business lines and strategy
Rubis, a company listed on Euronext Paris with market capitalization of nearly €4 billion at the end of 2020 (SBF 120), specializes in the distribution of energy and bitumen, from supply to the end customer, and, through its Rubis Terminal JV, in bulk liquid storage.
With revenue of €3.9 billion and distributed volumes of 5.1 million m3, the Group is recognized in the market for its expertise and the quality of its services. Thanks to its international development strategy, Rubis now occupies strong market positions in diversified products and segments in 41 countries in three regions: Africa, the Caribbean and Europe.
“With operations in 41 countries spanning three continents, Rubis distributes energy for everyday life.
Retail & marketing (Rubis Énergie)
Business
Distribution of energy and bitumen
Regions
Africa, Caribbean, Europe
Customers
The customers of our gas stations, private individuals, professionals in industry, services and public works.
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Support & services (Rubis Énergie)
Business
Trading-supply, logistics, shipping and refining (SARA).
Regions
Africa, Caribbean, Dubai
Customers
Our distribution subsidiaries and energy distribution professionals.
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Storage (Rubis Terminal JV)
Business
Bulk liquid product handling and storage
Regions
France, Belgium, the Netherlands, Spain, Turkey
Customers
Supermarkets, oil companies, chemical and petrochemical groups, agricultural cooperatives and traders.
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Through its business lines, by offering its customers regular and reliable access to everyday energy, thereby limiting its exposure to economic cycles and ensuring resilience and stability for its activities, Rubis meets basic needs:
For its retail & marketing and support & services activities, Rubis Énergie has 1.4 million m3 of storage capacity for fuels, liquefied gases and bitumen, owned directly or in partnership. The Rubis Terminal JV for its part has 4.6 million m3 of fully owned storage capacity, which it leases to its customers.
The Group operates within a defined Quality, Health, Safety & Environment (QHSE) framework to prevent risks and limit the environmental impact of its activity. Its business lines are subject to regulatory and safety constraints requiring constant investments, making supply scarce while increasing the cost of entering the sector. As such, in 2020 the Group invested €131 million in the safety/maintenance and adaptation of its facilities.
Rubis Énergie’s retail & marketing business accounted for 85% of the Group’s 2020 sales revenue, and mostly targets individual customers (B2C) via a network of gas stations and direct sales.
Breakdown of sales revenue | 2020 |
Retail distribution (B2C) | 52% |
• Fuel sales via a network of 1,015 gas stations, including liquefied gas cylinders and associated services (stores, food service, car washing, etc.). | 96% |
• Direct sales of liquefied gases and fuels for heating, hot water production and cooking to private individuals. | 4% |
Professional distribution (B2B) | 48% |
• Sales to the transportation, hotel, power generation, public works and other industries. |
In addition to individual customers, the Group supplies a wide range of commercial customers with fuels, lubricants, liquefied gases, bitumen and other by-products, mainly in the transportation, infrastructure, hotel, aviation, marine and public works sectors.
These products are essential for the economies of the countries where the Group operates, and Rubis generally controls the entire logistics chain. Indeed, through Rubis Énergie’s support & services business, which houses supply and transportation activities, Rubis favors dominant local positioning in which its competitive advantage is protected by control of logistics. This strategic choice guarantees its customers sustainable access to the energy they need on a daily basis.
Oil trading and downstream activities remain largely dominated by the major oil companies (Shell, BP, Exxon, and Total) and traders (Vitol, Trafigura, Glencore, Mercuria). Nevertheless, these global players tend to focus on large markets, in order to benefit from economies of scale, and to forgo smaller markets. It is precisely in these latter markets that Rubis has chosen to develop, markets in which it can occupy leading positions while competing with major oil companies, regional operators (Parkland/Sol, Vivo Energy, Repsol) and local independent players (particularly in Africa).
Rubis has been built on an acquisition model, with niche product positions (liquefied gases in Europe, bitumen in West Africa) or geographical niches (island positions in the Caribbean or the Indian Ocean) where the Group has strong positions. Rubis’ success in these markets is ensured by a number of factors, including its leading position (No. 1 or 2 in many countries) combined with its control of import logistics facilities, to guarantee advantages in terms of costs and supply quality. This robust logistics (shipping, storage, refining) also allows it to be present in trading and supply vis-à-vis third parties.
Region | Main markets | Infrastructure | Market position(2) | Main competitors | ||||
Africa (36% of gross margin)(1) |
Gas stations, commercial, aviation fuel, liquefied gases, bitumen, lubricants | Control of the supply chain (purchasing, transport, retail & marketing) thanks to fully-owned vessels, import terminals, gas cylinder filling plants and a network of gas stations | No. 1 or 2 in most countries and all markets |
Total, Vivo Energy (Shell and Engen brands), NOC, Oilibya, as well as independent local players | ||||
Caribbean (33% of gross margin)(1) |
Gas stations, commercial, aviation fuel, liquefied gases, lubricants |
• Control of the supply chain (purchasing, transport, retail & marketing) thanks to fully-owned vessels, import terminals, gas cylinder filling plants and a network of gas stations
• 71% stake in the French Antilles refinery (SARA)
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No. 1 or 2 in most countries and all markets |
Parkland (Sol), GB Group, Total, Guyoil, as well as independent local players | ||||
Europe (31% of gross margin)(1) |
Mostly liquefied gases, a small number of gas stations | Gas cylinder filling plants, storage terminals | No. 1, 2 or 3 in most countries |
UGI, DCC, Cepsa, Galp, Repsol, SHV |
Market position* (main segment) |
Liquefied gas |
Number of gas stations |
Commercial fuel |
Aviation fuel |
Bitumen | Total | |
RUBIS ÉNERGIE (RETAIL & MARKETING) | 1,015 | ||||||
Volumes (‘000 m3) | 1,193 | 1,806 | 1,309 | 389 | 351 | 5,049 | |
Terminals/storage (‘000 m3) | 174 | White products: 982 | 178 | 87 | 1,421 | ||
Africa | ![]() |
527 | ![]() |
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45% volume; 36% gross profit | |||||||
Volumes (‘000 m3) | 436 | 743 | 492 | 248 | 350 | 2,269 | |
Terminals/storage (‘000 m3) | 41 | 427 | 85 | 84 | 637 | ||
• Botswana | 2 | ![]() |
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• Comoros | 1 | ![]() |
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• Djibouti | 1 | 11 | ![]() |
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• Ethiopia | 27 | ![]() |
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• Kenya | 3 | 228 | ![]() |
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• Lesotho | 2 | ![]() |
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• Madagascar | 1 | ![]() |
73 | ![]() |
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• Morocco | 3 | ![]() |
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• Nigeria | 1 | ![]() |
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• Réunion Island | 1 | ![]() |
52 | ![]() |
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• Rwanda | 2 | 42 | ![]() |
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• Senegal | 1 | ![]() |
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• South Africa | 2 | ![]() |
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• Swaziland | 2 | ![]() |
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• Togo | 1 | ![]() |
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• Uganda | 54 | ![]() |
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• Zambia | ![]() |
40 | ![]() |
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Caribbean | ![]() |
398 | ![]() |
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39% volume; 33% gross profit | |||||||
Volumes (‘000 m3) | 138 | 944 | 741 | 139 | ![]() |
1,963 | |
Terminals/storage (‘000 m3) | 20 | 531 | 90 | 3 | 644 | ||
• Antilles - French Guiana | 2 | ![]() |
86 | ![]() |
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• Bermuda | 1 | ![]() |
12 | ![]() |
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• Eastern Caribbean | 2 | ![]() |
76 | ![]() |
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• Barbados | 2 | ![]() |
18 | ![]() |
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• Grenada | 1 | ![]() |
11 | ![]() |
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• Guyana | 3 | ![]() |
11 | ![]() |
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• Antigua | 1 | 7 | ![]() |
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• St. Lucia | 1 | ![]() |
16 | ![]() |
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• Dominica | 2 | 7 | ![]() |
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• St. Vincent | 2 | ![]() |
6 | ![]() |
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• Suriname | ![]() |
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• Western Caribbean | 2 | 32 | ![]() |
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• Bahamas | 21 | ||||||
• Caicos Islands | 11 | ||||||
• Haiti | 1 | ![]() |
133 | ![]() |
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• Jamaica | 2 | 48 | ![]() |
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• Cayman Islands | 1 - 2 | 11 | ![]() |
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Europe | ![]() |
90 | ![]() |
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16% volume; 31% gross profit | |||||||
Volumes (‘000 m3) | 619 | 119 | 76 | 2 | 816 | ||
Terminals/storage (‘000 m3) | 113 | 24 | 3 | 140 | |||
• Channel Islands | 1 | 27 | ![]() |
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• France | 4 | ![]() |
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of which Corsica | 63 | ![]() |
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• Portugal | 2 | ![]() |
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• Spain | 3 | ![]() |
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• Switzerland | 1 | ![]() |
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* Rubis estimates. |
Rubis aims to give as many people as possible access to reliable and sustainable energy while developing less carbon-intense solutions, thereby promoting sustainability.
The markets in which the Group operates are deep, and energy needs are essential and growing, particularly in the regions where Rubis has strengthened its presence in recent years (Africa and the Caribbean, representing 48% and 30% respectively of the retail & marketing division’s contribution to EBIT). In Europe, Rubis is positioned in sensitive markets, such as liquefied gases (butane and propane), synonymous with high barriers to entry, and where growth stems from efficiency, reactivity and market share gains.
For the past 30 years, Rubis has pursued an external growth strategy based on strict financial discipline, including modest acquisition multiples and financial leverage, and a clear strategic approach (niche positioning, strong market positions backed by control of resource access infrastructure, and prospects for earnings growth) to ensure value creation for all stakeholders.
With each acquisition, the implementation of a strategy, the provision of skills, capital and a new organization, not for-getting the Company’s flexibility, have made it possible to form a multi-local, decentralized and independent group with sound market positions protected by concrete assets, guaranteeing its long-term profitability.
Acquisition-led growth, the very core of the Group’s DNA, is one of the chief drivers of Rubis’ development, and would not have been possible without:
• | its short and reactive decision-making structure, capable of responding to market developments; |
• | the importance given to the human dimension in its structure: the Group sees People as the bedrock of its organization and one of its key success factors. |
Its motto, “the will to undertake, the corporate commitment”, expresses this essential value underpinning the motivation, loyalty and engagement of its 4,142 employees.
“The corporate commitment” applies to Rubis’ relations with all stakeholders, primarily its employees, end customers, and the countries and environment in which Rubis operates, but also its shareholders.
Driven by “the will to undertake”, Rubis is constantly on the move, developing and positioning itself as a vector of progress in all areas (governance, social, environmental). From that point of view, 2020 will go down as an exceptional year in view of the sum of actions and initiatives undertaken.
The legal form of Partnership Limited by Shares was adopted when the Company was founded, in keeping with a long-term strategic vision and the convergence of the interests of the two categories of partners. In 2020, this convergence of interests was strengthened by the introduction of a benchmark price (highwater mark) in the calculation of the Total Shareholder Return (TSR) used as a basis for the determination of the dividend per by-laws of the General Partners (see chapter 6, section 6.3.2).
In addition, the Company has set up a Group Management Committee (Rubis SCA) comprizing equal numbers of men and women. Rubis Énergie and its subsidiaries set themselves the goal of ensuring that men and women both represent more than 30% of membership of their Management Committees by 2025.
Rubis is approaching the energy transition confidently thanks to its role as a key link in the logistics chain, equally capable of storing, shipping and transporting new energy to the end consumer. Indeed, the Group’s facilities represent an opportunity for the promoters of these new products.
The products and services offered by the Group already reflect the shift towards this transition; liquefied gases, for instance, are a model for cleaner mobility enjoying fiscal incentives. In developing countries, this energy is actively recommended by public authorities and the WHO as a cooking method, rather than charcoal or kerosene, for health reasons and in order to fight against deforestation. A noteworthy development is that the liquefied gas and bitumen segments, products that emit less CO2, accounted for half of the retail & marketing and support & services business lines’ gross margins in 2020.
The climate constraint can also be a source of innovation and business opportunities. For example, Rubis was one of Europe’s pioneers in the distribution of HVO, a second-generation biofuel that reduces CO2 emissions by at least 50% compared to conventional diesel. The Group now aims to extend the development of biofuels to the 41 countries in which it operates, while continuing to be a driving force in Africa to popularize the use of liquefied gas, the transition energy par excellence.
Rubis has taken a new step in its transition strategy with the creation of a Climate Committee and the publication early in 2021 of a target to reduce Rubis Énergie’s CO2 emissions (scopes 1 and 2) by 20% by 2030 (versus 2019).
• | improve the energy efficiency of our own operations; |
• | offer our customers new, less carbon-intense solutions; |
• | develop renewable energy and circular economy projects; |
• | meet the expectations of our stakeholders: customers, employees, shareholders, financial community, etc.; |
• | cement our positioning as a socially responsible company. |
1.2 Business model / A
key link in the energy chain 
OUR RESOURCES | ![]() | ||
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HUMAN CAPITAL | ||
• 4,142* employees in 41* countries | |||
• 25%* women in the Group | |||
• Over 50* nationalities | |||
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SOCIETAL AND ENVIRONMENTAL CAPITAL | ||
• A Climate Committee to support our energy transition | |||
• 38%* of sites certified | |||
• €2.92M donated to community investment and social engagement initiatives, including €1.65M for the Covid emergency fund | |||
• 37* Compliance Officers | |||
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INDUSTRIAL CAPITAL | ||
• Supply control of our retail & marketing businesses | |||
• 1,015 gas stations in 22 countries | |||
• 117* industrial sites worldwide | |||
• 1.4M m3 of storage capacity for our support & services and retail & marketing activities | |||
• €245M in capital expenditure | |||
• 5 fully-owned vessels and 9 time charters | |||
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FINANCIAL CAPITAL | ||
• €4Bn: Group market capitalization | |||
• €377M: free cash flow after maintenance investment | |||
• 0.36: ratio of net financial debt to EBITDA |
STRATEGY | ![]() |
Give as many people as possible regular and reliable access to energy to meet their basic needs Provide the energy necessary for the operation of industry and professionals.
Distributing energy for everyday life
80 operational subsidiaries in Africa, the Caribbean and Europe.
A decentralized system as close as possible to local challenges.
Support the energy transition by offering our customers less carbon-intense solutions.
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RETAIL & MARKETING | SUPPORT & SERVICES |
Fuels, liquefied gases, bitumen | Trading, supply, shipping |
85% OF SALES REVENUE | 15% OF SALES REVENUE |
90% of the gas station network is located in Africa and the Caribbean 100% of bitumen is distributed to develop infrastructure in Africa 86% of sales revenue in Europe is derived from the distribution of liquefied gases. |
Ensure the reliability and sustainability of our retail & marketing activities in areas where supply is complex. Operate a refinery to supply energy to the French Antilles. |
INDIVIDUALS | PROFESSIONALS |
• Customers of our gas stations for their mobility and related services (shops, car washing, etc.). • Users of liquefied gas in tanks (home delivery) or in cylinders for heating and cooking. |
A very broad and diversified spectrum of customers, including the following sectors: • manufacturing • farming • services • utilities • public works
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OUR VALUE CREATION | ![]() | |
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HUMAN CAPITAL | |
• 69%* of employees trained | ||
• 102* net jobs created | ||
• 98%* of employees employed locally | ||
• 97%* of employees have health coverage | ||
• 5.5*: frequency rate of occupational accidents (-43% since 2015) | ||
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SOCIETAL AND ENVIRONMENTAL CAPITAL | |
• Promotion of less carbon-intense energies (liquefied gases, biofuels, etc.) | ||
• 28 circular economy and renewable energy development projects | ||
• €175M: taxes | ||
• 0* major industrial accidents | ||
• Over 20,000 people benefiting from our community investments | ||
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INDUSTRIAL CAPITAL | |
• Continuity of supply essential to the economies of the countries where the Group operates | ||
• 20% of cash flow allocated to growth investments | ||
• Geographic diversity of business lines and products | ||
• No. 1 or 2 in market share depending on the region | ||
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FINANCIAL CAPITAL | |
• €280M: net income, Group share | ||
• €186.5M distributed to shareholders | ||
• €2.72: net earnings per share | ||
• €1.80**: amount of dividend per share | ||
• 9% compound growth over 10 years in earnings per share and dividend per share | ||
• 13%: average ROCE after tax over 2018-2020 |
SDG CONTRIBUTION | |
SOCIAL AND ENVIRONMENTAL RESPONSIBILITY | |
Through its goal of providing access to energy to as many people as possible, particularly in regions where a large part of the population lacks access to energy, Rubis contributes first and foremost to the United Nations Sustainable Development Goal (SDG) 7 “Affordable and clean energy.”
More generally, the Group conducts its activities in accordance with a CSR approach that contributes to the SDGs. The implementation of demanding HSE standards to limit the impact of its activities on people (SDG 3) and the environment (SDGs 6 and 15), commitments to combat climate change (SDG 13), policies to promote team diversity (SDG 5) and increase the sharing of value created (SDG 8), and anti-corruption standards in line with the best international standards (SDG 16) are some practical examples.
The Group’s community investment and social engagement complement this commitment by contributing to regional development. | |
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Target of 20% reduction in CO2 emissions by 2030 (reference year 2019, covering Rubis Énergie - scopes 1 and 2) |
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Target of an average of at least 30% women on the Management Committees of Rubis Énergie and its subsidiaries by 2025 |
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1.3 Key figures
4,142 EMPLOYEES |
OVER 50 NATIONALITIES REPRESENTED |
37 COMPLIANCE OFFICERS |
€131 MILLION OF INVESTMENTS |
In a year marked by an unprecedented health crisis and heightened volatility in the price of petroleum products in 2020, Rubis demonstrated tremendous resilience, limiting the decline in EBIT and net income, Group share to 11% and 9% respectively. | |
COVID EFFECT: TOWARDS A RETURN TO NORMAL
| |
Final distribution: monthly change over 12 months on a like-for-like basis | |
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• Total volume | |
• Gross margin |
In 2020,
the Group remained fully confident in its business model, continuing to invest to strengthen its market positions
and ensure its long-term growth.
The General Management
1.4 Stock market and shareholding structure
Securities services Caceis Corporate Trust |
Investor services Anna Patrice – Head | |
Shareholder services Shareholders wishing to |
Brokerage firms following the stock Berenberg, Exane BNP Paribas, |
Thursday, March 11 2020 Annual results
Thursday, May 6 First quarter
Thursday, June 10 Combined
Wednesday, June 16 Ex-dividend date and |
Friday, June 18 Beginning of option
Friday, July 2 End of option period
Thursday, July 8 Payment of cash |
Thursday, September 9 2021 half-yearly results
Tuesday, November 9 Third quarter 2021
Thursday, February 10, 2022 Fourth quarter 2021 |
1.5 Activities
Retail & marketing
Rubis Énergie operates in Africa, the Caribbean and Europe, specializing in the distribution of energy and bitumen.
Our aim is to meet the basic needs of populations in terms of mobility, heating, cooking, electricity production, infrastructure construction and other areas, ensuring the long-term accessibility of our products, thanks to the control of the entire logistics chain from supply to the end user.
Through its gas stations, Rubis Énergie supplies fuels, lubricants and liquefied gas cylinders, while offering its customers a range of additional services including car washing, convenience stores and fast food restaurants.
Rubis Énergie has a network of 1,015 gas stations, most of which are operated under the RUBiS and ViTO brands, and mainly located in Africa and the Indian Ocean (52%), and the Caribbean (39%). As 74% of our network is located in regulated markets, the stability of our margins is ensured.
Most of the retail sites are owned by the Group, and all fuel is supplied by Rubis Énergie. Retail customers’ primary concern is quality products and services, and we offer loyalty card programs in this respect.
We also distribute domestic heating oil and liquefied gas directly to our retail customers, offering a wide range of cylinders and tanks depending on their needs. Equipment maintenance and advice on energy saving are also part of the offer.
Lastly, Rubis Énergie supplies a wide range of commercial customers with fuels, lubricants, liquefied gases, bitumen and other by-products, mainly in the transportation, infrastructure, hotel, aviation, marine and public works sectors. These products are essential for the economies of the countries where the Group operates. Rubis generally controls the entire logistics chain, primarily through its support & services activity.
The Group’s strength is its decentralized organization, each local subsidiary being a profit center in its own right. This system ensures that local Managers have a deep understanding of their region and provides for an appropriate investment policy.
This organization has been in place for many years within Rubis Énergie, and has consistently demonstrated its effectiveness. It results in motivated and responsible teams, flexibility allowing reactivity and efficiency, and market share gains.
• | ensure our positioning through close management of logistics by operating along the entire distribution chain from supply to the end user; |
• | control our investments by expanding in structurally energy-importing and growth areas, with a dominant position in predominantly regulated markets, thereby ensuring stable margins; |
• | provide complementary, low-carbon offerings to our various market segments while reducing the carbon footprint of our activities; |
• | continue to develop projects related to new energies and the energy transition. |
2020 highlights | ||
Despite the Covid-19 pandemic, the Group continued its investments, upgrading our facilities (terminals, filling plants, gas stations), developing our activities (cylinders, tanks, logistics and gas stations) and buying out facilities or businesses.
KENYA
Conversion of gas stations to the RUBiS brand, and installation of solar panels on some sites so they can use their own electricity, generated through photovoltaic panels.
HAITI AND MADAGASCAR
Development of micro-filling plants for liquefied gas cylinders to provide as many people as possible with access to this less carbon-intense energy.
NON-FUEL
Development of “non-fuel” services in all gas stations (stores, food service, car washing, vehicle maintenance, etc.).
CLIMATE & NEW ENERGIES
• Development of applications and solutions to promote the use of liquefied gases.
• Launches of new projects related to new energies and the energy transition.
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2021 agenda | ||
While continuing to develop our legacy business lines, we are pursuing our efforts in line with our Climate & New Energies ambition.
SOLAR PANELS Continued installation of solar panels on the roofs of our gas stations to produce less carbon-intense renewable energy (Channel Islands, Caribbean, etc.).
CHANNEL ISLANDS Marketing of HVO, a second-generation biofuel produced from plant-based raw materials, residue or waste, with CO2 emissions at least 50% below those of conventional diesel. The entire vehicle fleet of our Jersey and Guernsey subsidiaries already runs on this renewable diesel.
MADAGASCAR Installation of containerized gas stations to make fuel accessible in isolated areas that are hard to access.
CORSICA Technical feasibility study of an E85 fuel supply (65% to 85% renewable bioethanol).
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1.6 Supporting sustainable growth
Providing access to energy for as many people as possible is a critical contribution to the development of the various geographies and the populations that live there.
Rubis aims to contribute to sustainable growth, in keeping with its corporate culture and values. To achieve this goal, the Group strives to operate in a responsible manner, taking into account both challenges in its sector and the expectations of its stakeholders.
Limiting our environmental impact
In view of the nature of the Group’s activities, respect for the environment is one of its priorities.
As a responsible company, Rubis takes care to limit its environmental footprint by implementing measures to:
To support the Group’s strategic thinking, a Climate Committee has been established and a Climate & New Energies team now coordinates the operational efforts of the Rubis Énergie subsidiaries.
• | reducing the carbon impact of its activities by optimizing its energy consumption (scopes 1 and 2); and |
• | contributing to the development of a less carbon-intense society by developing energy transition solutions for its customers (promoting liquefied gas as a transition energy in emerging economies) and by promoting the use of low-carbon energies (biofuels, HVO, etc.). |
1.7 Organization chart
Non-controlling interests | |
RUBIS ÉNERGIE (RETAIL & MARKETING) |
|
Norgal | |
Antargaz Finagaz | (61.1%) |
Butagaz | (18%) |
Sigalnor | |
Primagaz SAS | (35%) |
Stocabu | |
Antilles Gaz | (50%) |
Lasfargaz | |
Ceramica Ouadras SA | (3.4%) |
Facemag SA | (7.6%) |
Grocer SA | (3.9%) |
Sanitary BS SA | (2.2%) |
Rubis Énergie Djibouti | |
Ita Est (Nominees) Ltd | (7.5%) |
IPSE (Nominees) Ltd | (7.5%) |
Easigas South Africa | |
Reatile Gaz Proprietary Ltd | (45%) |
Galana Distribution Pétrolière SA | |
Malagasy State | (10%) |
RUBIS ÉNERGIE (SUPPORT & SERVICES) |
|
SARA | |
Sol Petroleum Antilles SAS | (29%) |
Galana Raffinerie et Terminal SA | |
Malagasy State | (10%) |
Plateforme Terminal Pétrolier SA | |
Société du Port à Gestion Autonome de Toamasina | (20%) |
Terminal Gazier de Varreux SA | |
West Indies Energy Company SA (WINECO) | (50%) |
2.1 2020 activity report
Rubis Group
In a year marked by an unprecedented health crisis and exacerbated volatility in the price of petroleum products, Rubis demonstrated tremendous resilience, limiting the decline in operating income and net income, Group share to 11% and 9% respectively. Against this backdrop of widespread uncertainty and constrained mobility, the Group maintained full confidence in its business model, continuing to invest to strengthen its market positions and ensure its long-term growth.
2020 marked the implementation of new proactive ESG actions (Environmental, Social and Governance criteria), with, in particular, the announcement of a 20% reduction target for Rubis Énergie’s CO2 emissions (scopes 1 and 2) by 2030 (versus 2019) and the by-law reform relating to the determination of the General Partners’ dividend (high-water mark) aimed at better aligning the interests of the two categories of partners.
While April 2020 saw a very significant drop in activity (-42%), the following months saw a steady return to normal, coupled with an increase in unit margins, enabling EBIT to stabilize in the second half of the year (following a decline of 21% in the first half). Excluding the Covid effect and on a like-for-like basis, EBITDA grew by 7% and EBIT by 3%, levels in line with historical organic growth.
(in millions of euros) | 2020 | 2019 | Change | |||
Sales revenue | 3,902 | 5,228 | -25% | |||
EBITDA | 506 | 524 | -4% | |||
EBIT, of which | 366 | 412 | -11% | |||
• Retail & marketing | 269 | 324 | -17% | |||
• Support & services | 120 | 108 | +11% | |||
Net income, Group share, of which | 280 | 307 | -9% | |||
• Net income from continuing operations, Group share | 180 | 279 | -36% | |||
• Net income from assets held for sale, Group share | 100 | 28 | +259% | |||
Operating cash flow | 591 | 498 | +19% | |||
Net debt | 180 | 637 | ||||
Capital expenditure | 245 | 230 | ||||
Diluted earnings per share | €2.72 | €3.09 | ||||
Dividend per share | €1.80* | €1.75 |
Overall activity showed exceptional resilience, with volumes down 8% on a reported basis and 16% on a like-for-like basis, thanks to the Group’s multi-country and multi-segment positioning and its dual midstream/downstream structure. The LPG segment (-5%), which serves the residential and agrifood sectors, held up very well, whereas jet fuel sales for aviation (-51%) were heavily affected. The balanced split between retail distribution and trading proved its cyclical complementarity, with strong growth in bitumen, as well as retail distribution (+20%), trading-supply (+7%) and storage (Rubis Terminal JV storage revenues: +10%), benefiting from the return of contango and stronger positioning in chemicals and agrifood products thanks to the transformative acquisition made in Spain (Tepsa).
The 2020 results include positive and negative non-recurring operating items: the disposal of 45% of Rubis Terminal resulted in a capital gain of €83 million and an operating profit of €17 million (for the period from January 1 to April 30, 2020), i.e. €100 million in net income, Group share from the activities sold. At the same time, a charge of €77 million was recorded in “Other operating income and expenses”, including a €46 million impairment recognized as of June 30, 2020 due to changes in the political and economic environment in Haiti during the first half of 2020, and a €25 million impairment on financial assets for which the Company has assessed a significant increase in credit risk based on a multi-factor analysis taking notably into account the local political and economic environment, leaving a positive balance of €6 million.
The Group’s year-end financial position was particularly sound, with a net debt to EBITDA ratio of less than 0.4, prompting Rubis to implement a share buyback and cancelation plan of €250 million with a view to increasing the intrinsic value of Rubis shares while preserving its capacity for action in terms of acquisitions.
Overall, in a particularly hostile environment, Rubis generated cash flow of €449 million, down 5% after adjustment for the contribution from Rubis Terminal. Taking into account the positive impact of the fall in petroleum product prices on working capital, operating cash flow was €591 million, up 19%.
As of December 31, 2020, financial debt, excluding lease liabilities, mainly consisted of borrowings from credit institutions for a total amount of €1,146 million, of which €268 million maturing in less than one year, and €96 million in bank overdrafts. Given the Group’s net debt to shareholders’ equity ratio as of December 31, 2020 and its cash flow, the repayment of this debt is not likely to be put at risk due to a breach of covenants. The net decrease in financial debt compared to December 31, 2019 is mainly explained by cash flows from operating activities and the disposal of the 45% stake in Rubis Terminal.
(in millions of euros) | ||
Financial position (excluding lease liabilities) as of December 31, 2019 | (637) | |
Cash flow | 449 | |
Change in working capital | 113 | |
Rubis Terminal investments | (26) | |
Retail & marketing investments | (135) | |
Support & services investments | (84) | |
Net acquisitions of financial assets | 169 | |
Other investment flows (payment from Rubis Terminal to Rubis SCA) | 232 | |
RT capital increase and other flows with non-controlling interests (SARA) | (94) | |
Change in loans and advances | (28) | |
Other flows including lease liabilities | (28) | |
Dividends paid out to shareholders and minority interests | (210) | |
Increase in shareholders’ equity | 118 | |
Impact of change in scope of consolidation and exchange rates | (41) | |
Reclassification of the year-end net debt of assets held for sale | 22 | |
Financial position (excluding lease liabilities) as of December 31, 2020 | (180) |
Capital expenditure amounted to €245 million, mainly focused on future growth (including €131 million in safety/maintenance and facility adaptation investments) versus €230 million in 2019:
• | retail & marketing business: €135 million, spread over the division’s 31 profit centers and corresponding to the maintenance of facilities (terminals, filling plants, gas stations), capacity development (cylinders, tanks, logistics or gas stations), the purchase of new facilities or business goodwill, and the acquisition of the registered office in Lisbon; |
• | support & services business: €84 million, focused mainly on the SARA refinery (€70 million, an exceptional level linked to a major maintenance project) and the acquisition of a new vessel for the Caribbean zone for €8 million; |
• | Rubis Terminal: €26 million for the period prior to the establishment of the joint venture. |
Risk factors, internal control and insurance
• | the retail & marketing business (distribution of petroleum products); and |
• | the support & services business (trading-supply, shipping and refining). |
Rubis SCA also owns 55% of the securities of the Rubis Terminal joint venture, which it controls jointly with its partner and which it consolidates using the equity method (see chapter 1, section 1.5).
The diversity of the Group’s activities and the nature of the products handled expose it to risks that are regularly identified, updated and monitored as part of a rigorous management process aimed at mitigating them as far as possible, in accordance with applicable regulations, international standards and best professional practice.
Rubis has identified 14 risk factors related to its activities, considered to be significant and specific (including risks related to Covid-19, which are subject to special monitoring), divided into four categories (section 3.1).
In addition, the Group has implemented for many years internal control procedures (section 3.2) that contribute to the control of its activities and the effectiveness of its risk management policy.
3.1 Risk factors
3.1.1 Introduction
Using mapping techniques, Rubis annually reviews financial, legal, commercial, technological and maritime risks liable to have a material adverse effect on its business and financial position, including its earnings, reputation and outlook. In addition to risk mapping, an overall review of risks by all the relevant departments is organized in order to select the risks that should be included in this chapter. The risks selected are then presented to the Accounts and Risk Monitoring Committee, a specialized Committee of the Rubis SCA Supervisory Board.
Only those risks deemed specific to the Group and important for investors as of the date of this document are described in this chapter. Investors should take all the information contained in this document into consideration.
The categories are not presented in order of importance. Within each category, the most important risk factor as of the date of the risk assessment is presented first. Note that the NFIS (Non-Financial Information Statement) contains a description of non-financial risks.
Depending on their importance, some of those risks are also included in the risk factors described in this chapter. To avoid unnecessary repetition for the reader and to present each risk factor concisely, this chapter contains references to chapter 4 “CSR”, which includes a detailed discussion of the Group’s management of its environmental, social and societal risks.
The description of Rubis’ main risk factors (see below) presents the possible consequences in the event of a risk occurring, and provides examples of measures implemented to reduce them. The assessment of the level of impact and probability of each risk mentioned takes into account the control measures implemented (net risk).
Category | Risk | Probability | Impact |
Industrial and environmental risks | Risk of a major incident in industrial facilities | ![]() |
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Risk of a major incident in distribution facilities | ![]() |
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Risks related to product transportation | |||
• Maritime transportation | ![]() |
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• Road transportation | ![]() ![]() |
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Risks related to external environment | Risks related to a health crisis | ![]() ![]() ![]() |
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Country and geopolitical environment risks | ![]() ![]() |
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Climate risks | ![]() ![]() |
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Risks related to changes in the competitive environment | ![]() ![]() |
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Legal and regulatory risks | Ethics and non-compliance risks | ![]() |
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Legal risks (loss of operating license and major disputes) | ![]() ![]() |
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Risks linked to a significant change in environmental regulations | ![]() |
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Financial risks | Foreign exchange risk | ![]() ![]() ![]() |
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Risk of fluctuations in product prices | ![]() ![]() |
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Risks related to acquisitions | ![]() |
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Risks related to management of the stake in the Rubis Terminal JV | ![]() |
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3.2 Internal control
3.2.1 Internal control framework
For the following description of internal control procedures, Rubis referred to the French financial market authority (Autorité des Marchés Financiers - AMF) guide of July 22, 2010, which sets out a reference framework for risk management and internal control.
However, Rubis has adapted the general principles of the AMF framework to fit its business and characteristics.
• | the compliance of its activities with laws and regulations; |
• | implementation of the instructions and strategic goals laid down by the corporate bodies of Rubis SCA and its subsidiaries; |
• | the smooth running of the Company’s internal processes, particularly those concerned with safeguarding its assets; |
• | the reliability of financial information; |
• | the existence of a process for identifying key risks linked to the Company’s business; |
• | the existence of tools to prevent fraud and corruption. |
Like any internal control system, Rubis’ system cannot provide an absolute guarantee that the Company will be able to achieve its objectives and eliminate all risks.
The procedures described below are applicable to Rubis Énergie, which is wholly owned by Rubis SCA, and to its sub-subsidiaries.
The Rubis Terminal JV is managed jointly with the partner. The Management of the RT Invest joint venture is responsible for setting up and ensuring internal control (in accounting, financial and risk matters) in accordance with applicable standards and regulations and the expectations of its shareholders. Details of this joint venture are given in section 3.2.4 of this chapter.
Although it has acquired an international dimension, Rubis wishes to remain a decentralized organization close to the field in order to provide its customers with solutions adapted to their needs by retaining the capacity to take the necessary operational decisions quickly. Regular exchanges, conducted whenever necessary, between the General Management on the one hand, and the General and functional departments of Rubis Énergie and its foreign subsidiaries on the other hand, are the cornerstone of this organization.
This managerial model gives the Manager of each industrial site or subsidiary a large degree of autonomy in the management of his or her activity, although responsibilities delegated in this manner are heavily reliant on compliance with established procedures with regard to accounting and financial information and risk monitoring, as well as on regular monitoring of the relevant departments of Rubis SCA, and of the functional departments of Rubis Énergie (see sections 3.2.2.3 and 3.2.3.2).
Lastly, Rubis SCA’s Supervisory Board, through its Accounts and Risk Monitoring Committee, is informed by General Management of the essential characteristics of the Group’s internal control and risk management procedures. It ensures that the main risks identified have been taken into account in the Company’s management, and that systems designed to ensure the reliability of accounting and financial information are in place (see chapter 5, section 5.3.2).
3.3 Insurance
In order to offset the financial consequences of a risk, the Group has taken out several insurance policies. The main policies cover both property damage and operating losses, and civil liability.
Insurance programs are taken out with leading international insurers and reinsurers. The Group believes that these are appropriate to the potential risks related to its businesses. Nevertheless, the Group cannot guarantee, in the event of a claim, in particular of an environmental nature, that all of the financial consequences would be covered by the insurers. Nor can the Group also guarantee that it will not suffer any losses that are uninsured.
3.3.1 Rubis Énergie (retail & marketing and support & services activities)
International programs taken out by Rubis Énergie on behalf of itself and its subsidiaries have been renewed with leading insurers.
The “All Risks except” policy was renegotiated for one year with modified guarantees and a significant increase in premiums.
The Damages guarantee in the event of fire and similar events provides compensation in the amounts of €200 million per claim for terminals and €15 million per claim for gas stations. The ceiling was calculated on the basis of the maximum amount of possible loss.
Our exposure to natural events, particularly in the Caribbean, is covered in the amount of €15 million per claim and per event.
As the deductibles for natural events have increased, a parametric hurricane insurance policy has been set up covering sites in the Caribbean, with compensation capped at €5 million.
In compliance with local laws, the Group’s international program is taken out, in subsidiaries located outside the European Union, with the local network of our lead insurer, with the Group policy providing coverage where there are differences in terms and limits.
The Group program covers operating liability and post-delivery liability. Coverage amounts to €150 million per claim, all damages included, and the program has been renewed with the same insurers.
In compliance with local laws, the Group’s first-line international program is taken out, in subsidiaries outside the European Union, with minimal coverage from our insurer’s local network, with the Group policy providing coverage where there are differences in terms and limits.
The Group’s Environmental Liability policy has been renegotiated for two years for Rubis Énergie and its subsidiaries. Compensation is capped at €40 million per claim, covering environmental liability, damage to biodiversity and clean-up costs.
Due to its refining activities, SARA has renewed specific first-line cover for two years in the amount of €20 million per insurance period, with the Master program in the second line.
The Group’s Global Aviation Liability coverage taken out for its subsidiaries distributing aviation fuel has been renewed under the same conditions in the amount of US$1 billion for risks related to damage caused to third parties during refueling.
Charterer’s Civil Liability insurance has been taken out with a P&I Club, a member of the International Group, with guarantees of US$500 million and US$1 billion in the event of pollution for the entire Group. The five shipowning companies are covered by the same P&I Club belonging to the International Group, for their civil liability.
Group Master Cargo insurance has been renewed to cover damage to goods, capped at US$60 million for all Rubis Énergie subsidiaries.
A Political Risk policy (excluding the mandatory pools) has been taken out in the amount of €80 million. A local policy was taken out in Haiti to cover our gas stations, which the insurers had excluded from international programs.
CSR and non-financial performance
Although it has acquired an international dimension, Rubis remains a company on a human scale that through a decentralized organization seeks to encourage the professionalism, experience and autonomy of its employees, who assume all the responsibilities related to their positions, including the management of non-financial risk.
Rubis believes that involving management in CSR issues at all levels of the organization is key to ensuring the sustainability of its activities (section 4.1.1). To better focus its efforts, the Group has carried out risk analysis that identified 13 risks as being the most material in terms of its activities (section 4.1.2).
4.1 Non-Financial Information Statement
This section includes Rubis’ CSR strategy, in line with the Non-Financial Information Statement (NFIS) requirements as provided for by European Directive 2014/95/EU transposed by French Government Order 2017-1180 and implementing decree 2017-1265. The NFIS presents:
4.1.1 A model for sustainable growth
A diagram showing the Group's business model is available in chapter 1, section 1.2 of this document.
An independent player in the logistics and distribution of petroleum products, present in some 40 countries in Europe, the Caribbean and Africa, Rubis is structured around two divisions operated by Rubis Énergie:
• | retail & marketing of petroleum products (fuels, liquefied gases and bitumen); |
• | support & services in support of the distribution activity: trading-supply, shipping and refining. |
A bulk liquid storage business (petroleum and chemical products, biofuels, fertilizers, agrifood products) on behalf of diversified industrial customers is also carried out by the Rubis Terminal JV.
Rubis’ development strategy is based on specialized market positioning, a robust financial structure and a dynamic acquisition policy. It also incorporates non-financial objectives that allow the Group to pursue sustainable growth in addition to these commercial and financial aspects. The regularity of the teams’ performance stems from a corporate culture that values the spirit of entrepreneurship, flexibility, accountability and the embracing of socially responsible conduct. Rubis conducts its activities in keeping with a CSR approach that contributes to the United Nations’ Sustainable Development Goals (SDG).
In keeping with its motto: “The will to undertake, the corporate commitment”, Rubis puts people at the heart of its organization. Empowering the individual men and women who contribute to its activities means promoting freedom of initiative as well as the ethical, social and environmental values that Rubis wishes to see respected by everyone.
Across its entire scope, the Group aims to act with professionalism and integrity. This requirement safeguards against any wrongdoing that could be harmful to the Group, to employees, to business relations or to any other external public or private stakeholder, and is reflected in the following principles, detailed in the Rubis Group Code of Ethics (see section 4.4.1):
(1) | Including, in accordance with the regulations for this Non-Financial Information Statement, the activities of the Rubis Terminal JV, in which Rubis SCA holds a 55% stake and over which it lost exclusive control on April 30, 2020. The data of the Rubis Terminal JV are presented as follows in this Non-Financial Information Statement: environmental data presented at 100% and Group share (55%), Bilan Carbone® data at 55% in accordance with official methodologies, social/health and safety data at 100%, societal data at 100%. For further information, please refer to the methodological note in section 4.5 of this chapter. |
The CSR policy is driven by Rubis SCA’s Managing Director, appointed in 2020, in conjunction with the General Management. She is supported by the CSR & Compliance Department, which is responsible for laying down the policy guidelines and leading the approach, in coordination with the various departments involved (Climate, HSE, Human Resources, Legal, and Social Engagement).
Since 2015, part of the Managing Partners’ annual variable compensation has been linked to ethical, social and environmental criteria (see chapter 5, section 5.4.2). These criteria are also included in the framework letters setting the annual objectives of Rubis Énergie’s Senior Managers.
A presentation of the initiatives taken and results obtained is made to the Supervisory Board’s Risk Committee each year.
The Rubis Terminal JV continues to implement the CSR policy it has defined to date, in line with Rubis’ general principles. In accordance with regulations, as a subsidiary 55% owned by Rubis SCA, the Rubis Terminal JV continues to report its annual CSR data to the Group so that they can be included in this Non-Financial Information Statement. However, as this entity is jointly controlled by Rubis SCA and its partner, the CSR policy is now steered and monitored by the joint venture’s Board of Directors, on which Rubis SCA is represented. The joint venture’s CSR objectives are adopted by its Board of Directors. As a shareholder, Rubis SCA ensures that the Rubis Terminal JV applies standards at least equivalent to its own in terms of CSR.
Lastly, the Rubis SCA Accounts and Risk Monitoring Committee monitors the analysis of the Group’s main ethical, social and environmental risks, as well as the corrective measures taken to prevent such risks (see chapter 5, section 5.3.2).
Since 2011, when Rubis issued its first CSR report, the Group has been committed to a continuous improvement process in structuring its CSR approach.
The Group aims to accelerate its trajectory, and took major initiatives to consolidate the foundations of its CSR approach in 2020. They included:
• | the creation of a Climate Committee to support the Group’s strategic thinking on this subject, and a Climate & New Energies team that coordinates the operational efforts of Rubis Énergie’s subsidiaries (see section 4.2.2.3); |
• | setting a target for the reduction of CO2 emissions related to Rubis Énergie’s operations (see section 4.2.2.3); |
• | setting targets for the number of women in management bodies (see section 4.3.1.1 and chapter 5, section 5.2.3); |
• | the implementation of a digital CSR reporting solution to make the reported data more reliable and to better manage its CSR strategy. As some of the data have been made more reliable, discrepancies may be observed in relation to the data reported for 2019. Any such issues are addressed in explanatory notes. |
In 2021, the Group plans to finalize its first multi-year CSR roadmap, which will cover climate, social, environment and compliance issues. It will be rolled out in the subsidiaries, which will adapt it to their local challenges.
Rubis SCA wishes to continue its transparency efforts and to interact more proactively with non-financial rating agencies. MSCI renewed Rubis’ AA rating on December 14, 2020. Rubis is also included in the Ethical Sustainability Index (ESI) Excellence Europe.
The use by Rubis in this document of any data produced by MSCI ESG Research LLC or its affiliates (“MSCI”), and the use of MSCI logos, trademarks, service marks or index names herein, do not constitute a sponsorship, endorsement, recommendation, or promotion of Rubis by MSCI. MSCI services and data are the property of MSCI or its information providers, and are provided ‘as-is’ and without warranty. MSCI names and logos are trademarks or service marks of MSCI.
4.2 Limiting our environmental impact and operating in a safe environment
Protecting people and the environment is everyone’s business and a priority for Rubis. As a committed and responsible company, the Group works continuously to protect its environment (section 4.2.2), and seeks to operate in complete safety (section 4.2.3). To manage this quality, health, safety and environmental approach, the Group has defined a general framework and governance implemented for each activity (section 4.2.1).
4.2.1 Our QHSE approach 
A general framework for quality, health, safety and the environment (QHSE) has been defined to prevent risks and limit the negative impacts of our activities.
The QHSE policy framework, referred to in the Group’s Code of Ethics, states that each employee must act responsibly when performing their duties, comply with the health, safety and environmental protection procedures on site, and pay particular attention to compliance by all parties (colleagues, suppliers, external service providers, etc.). This common framework is shared by all Group activities.
To take into account the specific challenges and risks of Rubis Énergie’s activities and those of the Rubis Terminal JV, they have each drawn up their own QHSE policy in line with the Group’s general principles. Dedicated governance has been set up for the implementation of these policies for each of the business lines, clarifying the Group’s principles by translating them into operational requirements.
The main objective of these QHSE policies is to prevent risks so as to better protect physical and environmental integrity and minimize the impacts of a major accident (see section 4.2.3). This is reflected in the implementation of the measures required to limit incidents as far as possible and thereby reduce the probability of a severe event occurring. In addition, the Group is also keen to mitigate its environmental footprint (see section 4.2.2).
The implementation of QHSE policies is overseen by facility Managers, assisted by the Rubis Énergie and Rubis Terminal JV Industrial, Technical and HSE Departments. At larger sites, quality and/or HSE engineers are also involved in this approach. The Directors of Rubis Énergie subsidiaries and their functional departments report on their work in the field of HSE to Management Committee meetings held twice a year within each division, in the presence of Rubis SCA’s General Management. The Management of the Rubis Terminal JV reports on the implementation of its HSE policy and its results to its Board of Directors, on which Rubis SCA has representatives.
As Rubis Énergie considers it vital to ensure the health and safety of people and property located in or near its facilities, Rubis Énergie has established a Health, Safety and Environment (HSE) Charter, which requires its affiliated companies to comply with HSE objectives considered fundamental, sometimes over and above regulations in force locally, as a means of preserving the safety of people and property and to heighten employee awareness on these issues.
• | spreading of Rubis Énergie’s fundamental HSE principles among subsidiaries to create and strengthen the HSE culture; |
• | documentation of systems established in accordance with “quality” standards ensuring reliability and safety of operations; |
• | regular assessment of technological risks; |
• | strengthening of preventive maintenance of facilities; |
• | regular inspection of the facilities and processes (transportation activities included) and addressing of any discrepancies identified; |
• | analysis of incidents through lessons learned documents; |
• | regular training of employees and raising their awareness of technological risks. |
• | taking care to analyze the state of the facilities in light of specific Group standards and local regulations and, if necessary, scheduling work to bring them up to standard; |
• | joining the GESIP (Groupe d’Étude de Sécurité des Industries Pétrolières et Chimiques - Group for Safety Research in the Petroleum and Chemical Industries) in order to share feedback and implement industry best practices; |
• | joining the professional aviation groups/ associations JIG and IATA and signature of a Shell Aviation technical support agreement, with the goal of accessing expertise in the reception, storage and transfer of aircraft fuel and in aircraft fueling operations at airports for the relevant Rubis Énergie entities; |
• | joining Oil Spill Response Ltd, a company that assists in the event of any maritime pollution that may occur during loading/ unloading operations in Rubis Énergie terminals. |
The Management of the Rubis Terminal JV has circulated a document to all its subsidiaries setting out “the principles of Rubis Terminal’s safety culture.”
• | safety is a core value and must be shared, on a personal level, by all employees; | |
• | Managers are responsible for staff safety and must be held accountable. |
The Rubis Terminal JV considers that protecting health and safety contributes to the success of the Company, and should therefore never be neglected, and that action must be taken upstream to avoid workplace injury or occupational illness. The Management of each Rubis Terminal JV industrial site has the obligation to ensure regular audits assessing compliance with safety principles and standards. Performance indicators have been set up in order to trigger and monitor a process of continuous improvement with respect to health and safety.
The Rubis Terminal JV’s Management and that of each facility make an annual commitment to employees, customers, suppliers, governments and local residents, pledging to apply a QHSE policy that incorporates safety improvement targets at each site. Managers also agree to adhere to recognized international QHSE standards, set out below.
Lastly, the Rubis Terminal JV has committed to a detailed multi-year program to reduce its energy consumption and its CO2 and atmospheric emissions, by circulating a document entitled “Group objectives for environmental impacts and energy consumption” to limit its environmental footprint. The document sets out objectives for reducing greenhouse gas emissions, energy and water consumption, and waste management in the years to 2020, the results of which are presented in the corresponding sections of this chapter (section 4.2.2.3 for the carbon intensity of the activity, section 4.2.2.4.1 for water consumption and section 4.2.2.4.2 for waste management).
• | monitoring of programs such as HACCP or GMP+ (see table below), under which the Rubis Terminal JV has committed to complying, in its various activities, with the regulations and professional recommendations of the sector, to benchmarking best industrial practices and to seeking continuous improvement in its performances in the areas of safety, protection of health and the environment; | |
• | joining the Chemical Distribution Institute -Terminals (CDI-T) for the Rubis Terminal JV chemical product storage depots, a non-profit foundation working to improve the safety of industrial sites in the chemicals industry; |
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Some of Rubis Énergie’s distribution or industrial activities (Vitogaz France, Sigalnor, SARA, Lasfargaz, Rubis Energia Portugal, Vitogaz Switzerland and Easigas) are ISO 9001-certified (quality management system), as are all of the Rubis Terminal JV terminals. | |
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The activities of SARA (refinery), Vitogaz Switzerland and Rubis Energia Portugal (retail & marketing) are ISO 14001-certified (environmental management system), now replaced by ISO 45001, as well as certain French and international terminals of the Rubis Terminal JV. This standard provides a framework to controlling the environmental impacts, and is designed to ensure the continuous improvement of its environmental performance. | |
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The activities of Vitogaz Switzerland and Rubis Energia Portugal are ISO 18001-certified (occupational health and safety management), as is the Rubis Terminal JV site in Dörtyol (Turkey). | |
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For the Rubis Terminal JV’s chemical product depots (Salaise-sur-Sanne, Grand-Quevilly, Val-de-la-Haye, Strasbourg, Dunkirk, Beveren, Rotterdam), the Chemical Distribution Institute - Terminals (CDI-T) is responsible for global chemical product supply chain inspections and audits specific to transportation and storage. | |
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The Rubis Terminal JV Dunkirk site has an ongoing risk management policy for the storage of foodstuffs. Employees are trained in best practices through the analysis of food risks. They apply the principles of this approach, known as HACCP, and know how to meet the particular needs of the food sector, such as product traceability throughout the logistics chain. In addition, the terminal has declared that it stores products used for animal feed. This business has been registered with the DDPP (Direction Départementale de la Protection des Populations – Regional Directorate for the Protection of Populations). Lastly, this site is preparing to obtain GMP+ B3 certification for the transshipment and storage of liquids used for animal feed. | |
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Vitogaz France has held NF Service Relation Client (NF345) certification since 2015. It was the first French company to obtain certification in the new version 8, in December 2018. Revised in 2018, NF Service Relation Client certification is based on international standards ISO 18295-1 & 2. A guide to best practice in customer relationship management, it takes due account of customer expectations and aims to guarantee constant improvements to service quality. For Vitogaz France, this promotion of excellence in the customer experience should help establish a long-lasting commercial relationship, deliver quality service over time, ensure that information transmitted is complete and clear, and act promptly to meet its commitments.
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4.3 Attracting, developing and retaining talents
Mindful that employee commitment is key to the Group’s success, Rubis ensures that individuals have the opportunity for professional development with the aim of attracting, developing and retaining its talents. To do this, Rubis focuses its efforts on promoting diversity and equal opportunities (section 4.3.1), employee skills development (section 4.3.2), health, safety and well-being at work (section 4.3.3) and involving employees in the Group’s value creation (section 4.3.4).
Group risk mapping has identified the main social risks related to activities. These risks mainly concern the health and safety of employees and external service providers working on Group sites. Apart from these risks, a key challenge relating to human resource management was identified by the relevant departments in each division: attracting, developing and retaining talent while the Group grows and where human resources must be adapted to Rubis’ development strategy. This challenge is dealt with in this chapter.
To make the most of its human capital and better handle the specializations involved in the Group’s different activities, and in line with its corporate culture, its social policy roll-out has been decentralized. Rubis Énergie and its subsidiaries as well as the Rubis Terminal JV manage their human resources autonomously, in line with Rubis’ values, and implement local actions adapted to their needs and challenges.
As of December 31, 2020, the Group’s headcount was 4,142, including 449 within the Rubis Terminal JV, an increase of 4.8% compared with 2019. This growth, observed across all regions where the Group operates, is largely attributable to the consolidation of Gulf Energy in Africa.
Number of employees | 12/31/2020 | 12/31/2019 | Change |
Rubis Énergie (retail & marketing/support & services) | 3,669 | 3,510 | +4.9% |
Europe | 672 | 641 | +4.8% |
Caribbean | 1,322 | 1,311 | +0.8% |
Africa | 1,675 | 1,558 | +7.51% |
• of which France(1) | 729 | 706 | +3.3% |
Rubis SCA/Rubis Patrimoine (France) | 24 | 22 | +9.1% |
TOTAL | 3,693 | 3,532 | +4.6% |
Rubis Terminal JV(2) | 449 | 433 | +3.7% |
of which France | 282 | 273 | +3.3% |
TOTAL INCLUDING THE JOINT VENTURE | 4,142 | 3,965 | +4.8% |
(1) | Employees in France are included in the headcount of the regions to which they depend (Europe for mainland France, the Caribbean for Guadeloupe, Martinique and French Guiana, and Africa for Réunion Island). |
(2) | The 152 employees of Tepsa, acquired by the Rubis Terminal JV in July 2020, are not included in the Rubis Terminal JV headcount as of December 31, 2020. This company joined the scope of the Rubis Terminal JV’s CSR reporting as of January 1, 2021. |
4.3.1 Promoting diversity and
equal opportunities 
Diversity and inclusion are part of the Group’s DNA. They represent an asset to the Company and a key to the effectiveness of its teams. The Group has committed to outlaw any discrimination based on origin, religion, gender or sexual orientation, state of health and/or disability, political opinions, religious beliefs or family status. These values are clearly stated in its Code of Ethics. To ensure that everyone is protected against potential discrimination, a workplace whistleblowing system (Rubis Integrity Line) has been rolled out across the whole Group so that any situation undermining the values of the Group and its subsidiaries can be flagged. The Integrity Line enables all Group employees, as well as external and temporary workers, to report any such situation in a secure way via a website (see section 4.4.1.1).
Since combating discrimination corresponds to a major social issue, the Group has set itself the target of zero discrimination in all cases reported, notably via its ethics hotline.
In an industrial environment where most employees are assigned to operational tasks, with hours and working conditions that can sometimes be difficult, the headcount has historically been dominated by men. In line with its principles of non-discrimination and convinced that lack of diversity is damaging to value creation, the Group has set up initiatives to help talent to flourish without any gender distinction.
Measures to improve professional equality between men and women are being phased in within the entities. For example, Rubis Énergie’s Jamaican subsidiary (Rubis Energy Jamaica) is one of the first English-speaking companies in the Caribbean to have committed, in March 2019, to the gender equality certification process devised by the United Nations Development Program (Gender Equality Seal for Public and Private Organizations). This certification includes the following objectives:
Company agreements promoting the inclusion of women and gender equality in the workplace have also been concluded in some of the Group’s subsidiaries, complementing existing measures in the fight against discrimination in hiring, the promotion of equal pay, career development, etc.
Vitogaz France, for example, renewed a company agreement aimed notably at facilitating the access of women to positions of responsibility, neutralizing the impact of periods of maternity or adoption leave on professional evaluation, fostering career development and, lastly, promoting measures aimed at ensuring an optimal balance between work and family obligations.
SRPP (Réunion Island) has concluded a company agreement with four objectives (monitored by defined quantitative indicators) aimed at promoting professional equality between men and women:
• | achieve a percentage of review of individual situations by gender equal to the gender breakdown of the workforce over the period of the agreement; |
• | offer each employee training for the duration of the agreement; |
• | when recruiting for permanent, fixed-term or temporary contracts, submit at least one female candidate in predominantly male sectors (for example, at gas filling plants); likewise, submit at least one male candidate when recruiting in predominantly female sectors (e.g. administrative and accounting services); |
• | 100% of employees will have an interview with their Manager upon return from maternity or parental leave, and 100% of requests for paternity leave will be granted at the first request on the dates chosen by the employee. |
Communication campaigns were also launched to highlight women’s involvement in the Company and to help combat gender stereotyping in the workplace. For example, the Rubis subsidiary operating in the Eastern Caribbean (Rubis Caribbean) is actively involved in the international Women’s History Month campaign, which consists of putting the spotlight on women’s contributions to historical events and contemporary society, and publicly recognizing the work done by its female employees.
In 2019, SARA launched the “NO to Sexism” campaign at all of its sites. Since then, a series of actions have regularly reminded Group employees and employees of external companies that sexism in any form whatsoever will not be tolerated. A team of actors first helped everyone understand, through real-life scenes, what sexist behavior is and how serious it is. Articles are regularly published to address the subject. To go further, a leaflet has been distributed to remind everyone what the law says on the subject and the penalties incurred.
The Group’s subsidiaries encourage the hiring of women in our male-dominated professions and fight against all forms of discrimination and sexism, in particular by ensuring that their recruitment processes, compensation policies and career management give everyone the same opportunities.
A company agreement was renewed within the Rubis Terminal JV in 2017. It focuses on the areas of hiring, training and career development through the use of monitoring indicators. A report is presented each year to the central Economic and Social Council. The ongoing situation is positive, particularly in terms of training. The Rubis Terminal JV is currently considering setting a target for the number of women in the workforce, which will be submitted to its Board of Directors.
The number of women employed by the Group was up 3.24% year on year (1,053 female employees as of December 31, 2020, compared with 1,020 as of December 31, 2019). Women employees account for 25.35% of the total headcount.
At Group level, women hold 31.1% of positions of responsibility (senior executives and executives), higher than their representation as a percentage of the total headcount. The percentage of women holding executive or senior executive posts (21.2%) is markedly higher than the percentage of men with equivalent responsibilities (16.2%).
Objectives have been set in 2020 to increase the number of women on Rubis SCA’s management body, as well as on the Management Committees of Rubis Énergie and its subsidiaries, in order to continue improving the representation of women in management positions:
• | the Group Management Committee, created in February 2021, is composed of 50% women. In addition to General Management, its members include the Chief Financial Officer, the Managing Director, the Corporate Secretary and the Consolidation and Accounting Director. The Committee assists the General Management in the performance of its duties: it formalizes and coordinates the various actions and policies carried out by the General Management in conjunction with the subsidiaries. The General Management has set a target of maintaining the proportion of representatives of each gender at more than 30% of the Group Management Committee by 2025; |
• | During the fiscal year under review, Rubis Énergie also committed itself to achieving an average of 30% female representation on the Management Committees of all its subsidiaries by 2025. |
NB: The data include those of the Rubis Terminal JV. The details excluding the Rubis Terminal JV are shown in the table at the end of this section 4.3.
• | the Group Management Committee, with six members, is composed of 50% women; |
• | the Management Committees within Rubis Énergie and its subsidiaries were made up on average of 24.6% women as of December 31, 2020 (with a target of at least 30% by 2025), including a woman Managing Director of the subsidiary in Rwanda. A woman is also Deputy Managing Director of the Cameroon subsidiary, which is not included in this rate given the size of the entity, which does not have a Management Committee. |
To compare pay gaps between men and women in France, a professional equality index has been phased in by French law 2018-771 of September 5, 2018 on the freedom to choose one’s professional future, for French companies with more than 50 employees.
The index, expressed as a score out of 100, is calculated on the basis of four or five criteria, depending on the size of the Company’s workforce:
• | pay gap between men and women (40 points); |
• | difference in the rate of individual pay rises between men and women (35 points for companies with fewer than 250 employees; 20 points for companies with more than 250 employees); |
• | difference in the promotion rate between men and women (15 points, only for companies with more than 250 employees); |
• | share of female workers receiving a pay raise following maternity leave (15 points); |
• | number of women represented in the top 10 compensation packages (10 points). |
Rubis Énergie subsidiaries: thanks to action taken to eliminate gaps, the gender equality indexes of the three French companies concerned increased significantly between 2019 and 2020:
• | SRPP (Réunion Island): 92/100 in 2020 (compared with 87/100 in fiscal year 2019); |
• | SARA (French Antilles): 92/100 (learn more at http://www.sara-antilles-guyane.com/index-de-legalite-professionnelle-de-sara/) (compared with 75/100 in 2019); |
• | Vitogaz France: 88/100 in 2020 (compared with 50/100 in 2019). |
For the Rubis Terminal JV, its French subsidiary reported scores of 84/100 in 2020 relating to 2019 and 85/100 in 2021.
Operating in over 40 countries around the world, and with more than 50 nationalities in its workforce, Rubis is keen to capitalize on the rich cultural diversity of its employees and make an impact in the regions in which it operates. Employees are split equally between Africa, the Caribbean and Europe in terms of activities. In order for this cultural diversity to be reflected in corporate culture and management, when acquiring foreign subsidiaries, the Group tries to retain and/or hire local employees, for their experience and knowledge of the country: more than 98% of Group employees are hired locally. Thus, only two positions are generally occupied by expatriates in subsidiaries, those of Chief Executive Officer and Chief Financial Officer. The rate of expatriates on the various Management Committees of the subsidiaries was thus 22.5% in 2020 (25% excluding the Rubis Terminal JV).
NB: The data include those of the Rubis Terminal JV. The details excluding the Rubis Terminal JV are shown in the table at the end of this section 4.3.
The age structure shows that the Group maintains broad intergenerational diversity in its headcount, which greatly enhances the experience of its teams and the transfer of knowledge. Each age group is represented in a relatively homogeneous way, without any significant variations between business lines and regions. To anticipate the retirement of senior employees, the Group has set up an active training policy. Furthermore, the Group contributes to the integration of young people into the job market by recruiting interns, students on apprenticeship and professionalization contracts and new graduates.
12/31/2020 | 12/31/2019 | |||||||
Under 30 years |
Between 30 and 39 years |
Between 40 and 49 years |
Over 50 years |
Under 30 years |
Between 30 and 39 years |
Between 40 and 49 years |
Over 50 years | |
Rubis SCA/Rubis Patrimoine | 12.5% | 29.2% | 33.3% | 25.0% | 9.1% | 31.8% | 31.8% | 27.3% |
Rubis Énergie (retail & marketing/support & services) | 13.4% | 34.6% | 29.5% | 22.5% | 13.1% | 33.7% | 29.7% | 23.4% |
TOTAL EXCLUDING THE JOINT VENTURE | 13.4% | 34.6% | 29.5% | 22.5% | NA | NA | NA | NA |
Rubis Terminal JV | 12.5% | 28.0% | 32.7% | 26.4% | 9.9% | 32.5% | 33.1% | 24.5% |
TOTAL INCLUDING THE JOINT VENTURE | 13.3% | 33.8% | 29.9% | 23.0% | 12.8% | 33.6% | 30.1% | 23.6% |
To retain this intergenerational dynamic and maintain proximity between younger and older employees, Rubis Énergie and the Rubis Terminal JV in France have introduced practices favoring seniors.
Since intergenerational diversity is key to social cohesion between all the generations, Rubis Énergie prioritizes:
For young employees, the Group encourages combined work-study programs, which it sees as a good way of bringing young people into the world of work.
The Group has adopted a policy of openness in favor of disability, which includes funding associations and institutions working in healthcare as part of its social engagement activities (see section 4.4.3.2).
Within Rubis Énergie, several subsidiaries use supply, subcontracting or service contracts with establishments and services assisting disabled people through work (ESAT) or sheltered companies (EA). At the same time, recruitment companies are asked to ensure that each job opening is accessible to people with disabilities.
At Rubis Antilles Guyane, for example, hiring for various leave replacements is done through Cap Emploi, which manages people with disabilities. This allows integration into the Company and may lead to a permanent contract as needed, which was the case in 2020.
In South Africa, it is a legal requirement (Employment Equity Act) for companies to employ a minimum of 2% of people with disabilities in their workforce. People with disabilities account for over 4% of the Easigas workforce.
The Rubis Terminal JV has also signed partnership agreements with ESATs, medico-social establishments for disabled people and institutions operating in the sheltered sector.
4.4 Working responsibly and with integrity
Operating its businesses responsibly and with integrity is a key issue for Rubis in terms of fulfilling its commitments and protecting its image, its reputation and its employees. The Group is built on values that have fashioned its culture and driven its success: integrity, respect for others, professionalism and trust are all principles that the Group aims to apply across all its activities to ensure its sustainability. These internal principles, rooted in its strong corporate culture, also encourage employees to become involved in the social and economic fabric surrounding them, by adopting responsible and supportive behavior.
Due to the fact that it operates on an international level in over 40 countries in Europe, the Caribbean and Africa, the prevention of corruption is a major issue for the Group (section 4.4.1.1). The Group is also endeavoring to extend its principles of responsibility to its value chain and to gradually introduce a responsible purchasing policy with the aim of common standards of exemplary actions (section 4.4.1.2). Lastly, the Group’s subsidiaries attach great importance to dialog with stakeholders and encouraging momentum in the regions where they operate, both in terms of the economy and employment and in terms of culture and “living together” (section 4.4.2).
4.4.1 Rubis’ ethics policy
Ethics is seen as one of the Group’s assets, key to its reputation and loyalty. Integrity is one of the central pillars of the Group’s ethics approach (section 4.4.1.1), as is the Group’s commitment to respecting its employees’ fundamental rights (section 4.4.1.2).
“Personal integrity is key to ensuring exemplary collective behavior. It is a safeguard against any wrongdoing that could be harmful to the Group, to employees, to business relations or to any other external public or private operator.”
Collective and individual commitment is key to adopting ethical behaviors in line with the Group’s values. To ensure that the rules of conduct are shared and respected by all, Rubis has formalized in its Code of Ethics a common framework for all subsidiaries, including its Rubis Terminal JV, which places its actions within this same framework.
This Code of Ethics (accessible to the general public on the Group’s website: www.rubis.fr) lays down the values that Rubis considers fundamental:
• | compliance with all applicable laws and regulations wherever the Group operates; |
• | fight against corruption, fraud, misappropriation of funds and money laundering; |
• | prevention of conflicts of interest; |
• | compliance with competition, confidentiality and insider trading rules, as well as with specific laws relating to war and/or embargo zones; |
• | respect for people, including fundamental rights and human dignity, protection of privacy, as well as the fight against discrimination and harassment; |
• | compliance with rules regarding health and safety conditions at work, as well as those pertaining to environmental protection; |
• | management of relationships with external service providers; |
• | requirements in terms of the reliability, transparency and auditability of accounting and financial information; |
• | protection of the Group’s image and reputation. |
In each of these fields, the Rubis Code of Ethics details the overall principles that employees must observe in performing their duties. This Code of Ethics is given to new arrivals. Subsidiaries organize training sessions to explain its contents and to answer employee questions. Rubis SCA’s CSR & Compliance Department is the point of contact for subsidiaries and employees on ethics issues.
In line with its values and current legislation, in particular the law on transparency, fighting corruption in all its forms and modernizing the economy, referred to as Sapin II, Rubis is putting into practice its commitment, as outlined in its Code of Ethics, to fight against corruption in all its forms, by gradually introducing a comprehensive anti-corruption system. To date, this comprises the following measures:
• | a guide to applying the anti-corruption policy that supplements the Code of Ethics. This guide aims to help the senior executives and employees who are most exposed to identify at-risk situations and to adopt practical preventive measures. It is currently being updated to make it more instructive and to take into account the results of corruption risk mapping; |
• | third-party assessment guidelines to help operating staff to identify third parties liable to present a risk, to perform appropriate due diligence and to deal with third parties on a case-by-case basis. These guidelines are also being updated; |
• | corruption risk mapping: this analysis was conducted at operating entity level by subsidiary Managers based on a methodological guide and meetings bringing together subsidiaries’ core functions (purchasing, sales, operations, HR, finance, compliance, etc.). A one-day seminar bringing together all the Compliance Officers of the subsidiaries was organized in November 2019 to familiarize them with the mapping methodology. Hierarchization of risks resulted in an additional review in 2020. This mapping process resulted in the identification of action plans; |
• | regular awareness campaigns and training in respect of ethics and anti-corruption rules in all Group subsidiaries for employees in the most sensitive positions and, in some subsidiaries, for all employees. Remote training sessions were maintained in 2020, despite the health situation linked to the pandemic. More targeted training initiatives were held for Compliance Officers (Group Compliance Seminar) and for Group Senior Managers and Directors of Rubis Énergie subsidiaries. Lastly, a communication tool was rolled out for the third consecutive year across the Group on International Anti-Corruption Day, celebrated on December 9 each year to reiterate the Group’s commitments to fighting corruption; |
• | a global whistleblowing system, the Rubis Integrity Line, was set up in 2018 and is available in all Group entities. It allows all Group employees, as well as external and occasional employees, to issue an alert securely and confidentially via an outsourced internet platform. These reports can relate to acts of corruption or other ethical issues (environment, security, fraud, personal data, human rights, etc.) and, more generally speaking, to any situation or conduct that may be contrary to the Code of Ethics. The overall system architecture was designed to provide a means of filing these reports and processing them internally, while ensuring complete confidentiality. Rules governing the use of the Integrity Line set out the whistleblowers’ rights and responsibilities so that the system can operate smoothly in a climate of trust. The Group reminds users, in particular, that all whistleblowers will be protected against any reprisals. To support the rollout of the Integrity Line, an educational kit has been distributed to the Compliance Officers, and communication actions are regularly carried out (Think Compliance newsletter, newsletters from subsidiaries, training, etc.). In 2020, the Group received eight alerts via the system, five of which related to HR issues; |
• | modification of entities’ internal rules or employee handbooks, after informing/ consulting staff representative bodies where appropriate, to include specific wording stating that failure to comply with the Code of Ethics and the anti-corruption policy may lead to disciplinary sanctions. In 2020, 15 disciplinary sanctions (including nine in a subsidiary) were taken for fraud or non-compliance with anti-corruption rules, some of which resulted in dismissals; |
• | an internal accounting control framework (see chapter 3, section 3.2); |
• | assessment of the implementation of system measures: the internal control risk management system, details of which are given in chapter 3, section 3.2.3, incorporates checks on the application of the Group’s main ethics and anti-corruption rules. In addition, each subsidiary reports annually to the Group’s Head of CSR & Compliance on progress as regards program rollout. To improve the reliability of the data reported, the non-financial data collection platform is now used for this reporting. |
The Group and its management bodies have prioritized the prevention of corruption. Since 2016, variable compensation for the General Management includes an ethics criterion relating to the implementation of the system across all entities. From 2021, compliance will be integrated into Rubis’ multi-year CSR roadmap, currently being developed.
In 2020, 76% of the Chief Executive Officers of subsidiaries indicated they had participated in an internal action or event related to the prevention of corruption.
A specific organization has been put in place to support the roll out and monitoring of the anti-corruption program:
• | the role of the Group’s Head of CSR & Compliance, reporting to the Managing Director and Rubis’ Corporate Secretary, is primarily to define Group policies and procedures in relation to ethics and compliance and to support, in conjunction with the entities, their deployment and implementation within the Group. She proposes enhancements to the program by incorporating strategic issues, best practices and new regulations and regularly reports on their work to the General Management as well as to the Risk Monitoring Committee; |
• | Divisional Compliance Managers roll out the program within their divisions and manage operational issues in conjunction, if necessary, with the Group’s Head of CSR & Compliance; |
• | the 37 Compliance Officers, appointed in operating entities, ensure that the anti-corruption policy is properly understood and is being applied in the field. |
Tools have been provided to coordinate this compliance network and to support Compliance Officers in their work, including practical information sheets on how to deal with gifts and invitations and on managing conflicts of interest or Integrity Line training materials for employees. The “Think Compliance” newsletter was created in late 2018 to support the dissemination of compliance culture within the Group. Two editions were distributed in 2020.
The Group is committed to a continuous improvement approach and supplements its anti-corruption system in line with changes in legislation and best practices.
The main risk of internal fraud lies in the theft or misappropriation of products. The Group has therefore established strict measures to verify production volumes, including the automation of transfer stations to reduce human intervention as much as possible, inventory adjustment checks, or upgrades of control systems.
Lastly, the increase in external fraud attempts (CEO impersonation, hacking) has prompted the Group to conduct an information campaign with the aim of raising the awareness of all employees likely to be approached (accounting, financial or legal functions) in order to fight this type of fraud more effectively.
Group companies ensure that tax returns and payments are submitted in accordance with local regulations. They complete the tax returns required under the jurisdictions where the Group operates its businesses. Rubis has opted for tax consolidation in France since January 1, 2001 (see note 3.10 to the separate financial statements). In accordance with its legal obligations, Rubis implemented its country by country reporting, breaking down its profits, taxes and activities by tax jurisdiction and prepared its documentation on transfer pricing between Group companies (Transfer Pricing Documentation – Master File).
The Group does not have any subsidiaries that are not underpinned by economic activities (mainly local commercial operations). In particular, the Group’s presence, via Rubis Énergie, in the Caribbean and the Channel Islands relates to the petroleum products distribution business; Rubis supplies these islands with the energy sources they need to operate and, for example, manages the largest distribution network of automotive fuel in the Caribbean Islands and Bermuda and distributes 100,000 m3 of petroleum products a year in the Channel Islands.
Above all, respecting human rights is about promoting a responsible employer model that protects the fundamental rights of all Group employees, in all the countries where the Group has a presence. In addition to its legal obligations, Rubis advocates respect for individuals as a management principle and prohibits harassment and discrimination. These values are enshrined in the Code of Ethics put in place in 2015 and distributed to employees.
As a result, the Group also ensures that its human resources policy complies, in all countries where it operates, with the principles relating to human rights at work set out in the International Labour Organization’s fundamental conventions, in relation to:
In 2020, the Group’s CSR & Compliance Department, in conjunction with Rubis Énergie’s operational management, conducted an analysis of modern slavery risks in its value chain in order to ensure the existence of adequate preventive measures.
Preventing the risk of forced labor in the shipping business is a major focus. A crew management manual drawn up by the Rubis subsidiary in charge of managing wholly owned vessels sets out the standards to be respected in terms of crew recruitment and working conditions, in line with the principles of the ILO Maritime Labour Convention, which include the rejection of forced labor. Heightened vigilance is exercised with regard to crew recruitment agencies. Contracts with these agencies include specific clauses relating to the obligation to comply with international standards, and in particular the ILO Maritime Labour Convention. Annual audits are carried out on these recruitment agencies. For chartered vessels, the services of a leading vetting company are used. Compliance with the Maritime Labour Convention is included in the pre-approval criteria for each vessel.
As regards the working conditions of gas station managers, who are not Group employees, an initial assessment has been carried out on two subsidiaries with gas station networks in two countries that are particularly exposed, Madagascar and Haiti. No cases of forced or child labor were identified by the commercial inspectors, who regularly inspect gas stations, sometimes unannounced. An ethics clause whereby the gas station operator undertakes to respect Rubis’ ethics rules, including compliance with applicable labor laws, the prohibition of forced or child labor, and compliance with employee health and safety rules, is included in certain contracts and must be systematically included when renewing or signing new contracts.
The Group’s whistleblowing line, Rubis Integrity Line, which has been rolled out across all Group entities, is available not only to Rubis employees but also to external and temporary workers, and enables them to report non-compliance with the rules, in strict confidentiality (see the “Fighting corruption” section on the previous page). The rollout for external employees, including the employees of gas station managers, is to be strengthened.
In addition, the Group ensures that health and safety protection systems for all those involved are set up in subsidiaries (see section 4.2.3.2.1).
The main suppliers of Rubis’ subsidiaries are equipment suppliers and service providers, mainly in logistics (transport, operations).
The Code of Ethics stipulates that employees have a task of oversight, and that it is therefore their responsibility to ensure that third parties properly apply the Group’s standards when they work on its sites. If required, they must conduct awareness or training actions and, in the event where the ethical rules are violated, advise their managers.
Moreover, the Code of Ethics states that the Group’s subsidiaries must require the external service providers with which they work (suppliers, subcontractors, industrial or commercial partners) to comply with internal standards related notably to safety, environmental protection and respect for individuals.
Any breach of the Group’s ethical standards must be communicated to the supervisor and/ or the Management of the subsidiary or facility as quickly as possible.
Lastly, to avoid conflicts of interest, the Code of Ethics specifies that an employee must not (i) acquire a significant interest in a supplier, or in a company or group to which a relative or family of the supplier belongs and with which Rubis has conflicting interests, or (ii) accept any gifts or hospitality not in accordance with the Group’s rules on the subject. These rules are detailed in dedicated practical sheets.
The provision of services and supplies used on Rubis Terminal’s industrial sites, is governed by the Group’s social and environmental policy (see section 4.2.1).
Rubis’ subsidiaries factor health, safety and environmental issues into the process of selecting solutions from their suppliers, when such companies work on their facilities. They favor those that reduce energy consumption and the generation of waste without compromising safety. This is the case in the choice of heating by heat pump in newly constructed buildings for the Rubis Terminal JV.
As a result, the Rubis Terminal JV set itself the target of having all orders fulfilled under terms containing a CSR criterion by 2020: all joint venture service providers working with personnel on its industrial sites were selected using HSE criteria as a minimum. Rubis Énergie, which does not have a centralized purchasing department, is considering setting up a target as part of the definition of the Group’s CSR roadmap.
Contracts stipulate that suppliers must comply with the applicable Labor law, including the fight against illegal employment and the respect of working hours.
Third-party assessment guidelines also provide for ethical risk assessment in relation to their main trading partners, including suppliers and service providers.
4.5 Methodological note 
This section contains a methodological note and a cross-reference table designed to facilitate understanding of the CSR information. Accordingly, it has been decided to present the CSR reporting scope and methods for reporting CSR information and the key definitions contained in the internal standards for reporting employee and environmental information. These publications will enable the reader to have a more precise understanding of the field of application and the relevance of each piece of information.
4.5.1 CSR scope
• | any acquisition of an entity (external to the Group) made during a given year is included in the CSR reporting scope as of January 1 of the subsequent year. This rule allows for better integration of HR processes, safety standards and Group commitments; |
• | unless otherwise indicated, CSR data for an entity sold or liquidated during the fiscal year is excluded from CSR reporting when it is removed from the financial scope. |
The reporting scope for environmental information corresponds to the Group’s financial scope, unless expressly stated otherwise. Controlled companies are fully consolidated, with the exception of data relating to the Bilan Carbone® (see below).
Environmental data for the Rubis Terminal JV, which is jointly controlled by Rubis SCA and its partner and accounted for by the equity method, are presented at 100% and in accordance with the percentage of capital held by Rubis SCA (55%).
The exact scope of environmental data reporting may vary according to the environmental indicators, depending on their relevance and the accounting methods applied.
Environmental data is published by activity. Figures are published for the activities with the most significant environmental impacts (support & services activities at Rubis Énergie, as well as the activities of the Rubis Terminal JV).
The CO2 emissions of the Group’s activities and the CO2 emissions related to the use by customers of products sold for final use have been evaluated and are published for all the entities in the financial scope, with the exception of Rubis SCA/Rubis Patrimoine, due to its immaterial impact (24 employees, no operating activity). These data are proportionally consolidated.
Unless otherwise stated, the reporting scope for social information corresponds to the Group’s financial scope. Controlled companies are fully consolidated.
The social data of the Rubis Terminal JV, jointly controlled by Rubis SCA and its partner and accounted for by the equity method, are presented at the rate of 100%.
The information is presented separately for Rubis SCA/Rubis Patrimoine, Rubis Énergie (retail & marketing and support & services activities) and for the Rubis Terminal JV and/or by region.
The exact scope of social data reporting may vary according to the social indicators, depending on their relevance and the accounting methods applied
For the Rubis Énergie subsidiaries Rubis Energy Kenya, Gulf Energy Holdings Ltd, Rubis Energy Ethiopia, Rubis Energy Rwanda, Rubis Energy Uganda and Rubis Energy Zambia, data relating to occupational accidents and absenteeism have been excluded. Work is underway to make these more reliable and to integrate them into the reporting scope. The reporting scope for these indicators accordingly covers 90.5% of the headcount.
4.6 Report of the independent third party on the consolidated Non-Financial Information Statement included in the management report
In our capacity as independent third party, accredited by Cofrac under number 3-1058 (scope of accreditation available at www.cofrac.fr), and member of network of the Mazars, one of the Company’s Statutory Auditors, we hereby report to you on the consolidated Non-Financial Information Statement for the year ended December 31, 2020 (hereinafter the “Statement”), included in the management report pursuant to the legal and regulatory provisions of Articles L. 225-102-1, R. 225-105 and R. 225-105-1 of the French Commercial Code.
The General Management is responsible for preparing the Statement in compliance with the legal and regulatory provisions, including a presentation of the business model, a description of the principal non-financial risks, a presentation of the policies implemented considering those risks, and the outcomes of said policies, including key performance indicators.
The Statement has been prepared in accordance with the Company's procedures (hereinafter the “Guidelines”), the main elements of which are presented in the Statement (or on request from the Company's headquarters).
Our independence is defined by the requirements of Article L. 822-11-3 of the French Commercial Code and the French Code of Ethics (Code de déontologie) of our profession. In addition, we have implemented a system of quality control including documented policies and procedures regarding compliance with applicable legal and regulatory requirements, the ethical requirements and French professional guidance.
On the basis of our work, our responsibility is to provide a report expressing a limited assurance conclusion on:
• | the compliance of the Statement with the requirements of Article R. 225-105 of the French Commercial Code; |
• | the fairness of the information provided in accordance with Article R. 225-105 No. 3 of I and II of the French Commercial Code, i.e. the results, including key performance indicators, and the measures implemented considering the principal risks (hereinafter the “Information”). |
However, it is not our responsibility to comment on the Company’s compliance with other applicable legal and regulatory requirements, in particular concerning the vigilance plan and anti-corruption and tax evasion legislation nor on the compliance of products and services with the applicable regulations.
Our work described below was carried out in accordance with the provisions of Articles A. 225-1 et seq. of the French Commercial Code, the professional doctrine of the National Institute of Statutory Auditors relating to this intervention and the international standard ISAE 3000(1):
• | we obtained an understanding of all the consolidated entities’ activities and the description of the principal risks; |
• | we assessed the suitability of the criteria of the Guidelines with respect to their relevance, completeness, reliability, neutrality and understandability, with due consideration of industry best practices, where appropriate; |
• | we verified that the Statement includes each category of social and environmental information set out in Article L. 225-102-1 III as well as information regarding compliance with anti-corruption and tax evasion legislation; |
• | we verified that the Statement provides the information required under Article R. 225-105 II of the French Commercial Code, where relevant with respect to the principal risks, and includes, where applicable, an explanation for the absence of the information required under Article L. 225-102-1 III, paragraph 2; |
• | we verified that the Statement presents the business model and a description of principal risks associated with the entity’s activity all the consolidated entities’ activities, including where relevant and proportionate, the risks associated with their business relationships, their products or services, as well as their policies, measures and the results thereof, including key performance indicators associated to the principal risks; |
• | we referred to documentary sources and conducted interviews to: |
• | assess the process used to identify and confirm the principal risks as well as the consistency of the results, including the key performance indicators used, with respect to the principal risks and the policies presented, and | |
• | corroborate the qualitative information (actions and results) that we considered the most important presented in the Appendix. Concerning risks of climate change, our work was carried out on the consolidating entity, for the others risks, our work was carried out on the consolidating entity and on a selection of entities(2); |
• | we verified that the Statement covers the scope of consolidation, i.e. all the consolidated entities in accordance with Article L. 233-16 of the French Commercial Code within the limitations set out in the Statement; |
• | we obtained an understanding of internal control and risk management procedures the entity has put in place and assessed the data collection process to ensure the completeness and fairness of the Information; |
• | for the key performance indicators and other quantitative results that we considered to be the most important, presented in the Appendix, we implemented: |
• | analytical procedures to verify the proper consolidation of the data collected and the consistency of any changes in those data, | |
• | tests of details, using sampling techniques, in order to verify the proper application of the definitions and procedures and reconcile the data with the supporting documents. This work was carried out on a selection of contributing entities and covers between 22% and 100% of the consolidated data selected for these tests; |
• | we assessed the overall consistency of the Statement based on our knowledge of all the consolidated entities. |
We believe that the work carried out, based on our professional judgement, is sufficient to provide a basis for our limited assurance conclusion; a higher level of assurance would have required us to carry out more extensive procedures.
Our work was carried out by a team of five people between December 2020 and April 2021 and took a total of six weeks.
We conducted a dozen interviews with people responsible for preparing the Statement, representing in particular the CSR & Compliance Department.
(1) | ISAE 3000 - Assurance engagements other than audits or reviews of historical financial information. |
(2) | Rubis Énergie/Vitogaz Switzerland - social and ethical information; Rubis Énergie/SRPP - social and ethical information; Rubis Énergie/SARA - social, environmental and ethical information; Rubis Energy Kenya - social and ethical information; Rubis Terminal JV/Rotterdam - social, environmental and ethical information; Rubis Terminal JV/Rouen - environmental and ethical information. |
Based on the procedures performed, nothing has come to our attention that causes us to believe that the consolidated Non-Financial Information Statement is not presented in accordance with the applicable regulatory requirements and that the Information, taken as a whole, is not presented fairly in accordance with the Guidelines, in all material respects.
Without calling into question the conclusion expressed above and in accordance with the provisions of Article A. 225-3 of the French Commercial Code, we make the following comment:
• | the hazardous waste and the consolidated VOC emissions of the Rubis Terminal JV are published with a one-year lag: the published values correspond to the fiscal year 2019, for all the French sites, Antwerp, Rotterdam and by Dörtyol (Turkey). |
• | Total workforce at the end of the period, breakdown by gender |
• | Absenteeism |
• | Number of training hours, including security-related training |
• | Occupational accident frequency rate |
• | Number of occupational illnesses |
• | Energy consumption |
• | VOC emissions |
• | CO2 emissions of industrial activities |
• | CO2 emissions of products sold (centrally) |
• | Implementation of the anti-corruption program |
Corporate Governance
This report on corporate governance was prepared by the Supervisory Board, in accordance with Article L. 22-10-78 of the French Commercial Code, which approved it at its meeting of March 11, 2021. This report is attached to the management report.
For its drafting, the Supervisory Board referred to information and documents obtained from the Accounts and Risk Monitoring Committee and the Compensation and Appointments Committee. It also had exchanges with Rubis’ Managing Partners and the Finance, Legal, Consolidation and Accounting Departments, and received assistance from Rubis’ Secretary to the Board.
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. |
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).
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 |
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 |
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 |
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.
5.3 Supervisory Board
5.3.1 Presentation
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.
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 | ![]() |
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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 | ![]() |
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|
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% |
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)
PROFILE AND LIST OF OFFICES AND FUNCTIONS OF THE MEMBERS OF THE SUPERVISORY BOARD (AS OF DECEMBER 31, 2020)
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
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.
|
Member of the Accounts and Risk Non-independent member Born on March 24, 1949 French nationality CURRENT MAIN FUNCTION Director of Abénex Capital PROFESSIONAL ADDRESS Abénex Capital SAS 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)
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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).
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Member of the Accounts and Risk 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
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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. |
Independent member Born June 3, 1965 French nationality
CURRENT MAIN FUNCTION Corporate Secretary of GIMD
PROFESSIONAL ADDRESS GIMD 9, rond-point des
Champs-Élysées – 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). |
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 |
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 |
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). |
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. |
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. |
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. |
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
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.
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 |
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.
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%).
5.4 Corporate Officer Compensation
5.4.1 Principles of the compensation policy for corporate officers
DECISION-MAKING PROCESS FOLLOWED FOR THE DETERMINATION, REVIEW AND IMPLEMENTATION OF COMPENSATION POLICY
Pursuant to I of Article L. 22-10-76 of the French Commercial Code, in Partnerships Limited by Shares whose shares are admitted to trading on a regulated market:
• | the Managing Partners compensation policy is set by the General Partners (deciding unanimously, unless provided otherwise in the by-laws) after receiving the advisory opinion of the Supervisory Board, taking into account, if applicable, the principles and conditions provided for in the by-laws; |
• | the compensation policy for members of the Supervisory Board is established by the latter. |
In addition, under the terms of the Internal Rules of the Company’s Supervisory Board and the Compensation and Appointments Committee:
• | the advisory opinion on the General Partners’ proposal concerning the Managing Partners compensation policy is issued each year by the Supervisory Board in the light of the work previously carried out by the Compensation and Appointments Committee; |
• | the Compensation and Appointments Committee submits a draft compensation policy for Supervisory Board members to the Board each year. |
The compensation policy for the Managing Partners and that of the members of the Supervisory Board are submitted each year (and at the time of each significant change) to the approval of the Shareholders’ Meeting (in its ordinary form).
The compensation policy for the Company’s corporate officers is designed to ensure stability. However, the components of the compensation policy for Managing Partners, other than those relating to fixed compensation, may be revised by a decision of the General Partners, taken after advisory opinion of the Supervisory Board and subject to the approval of the Shareholders’ Meeting. Similarly, the compensation policy for members of the Supervisory Board may be revised by a decision of the Supervisory Board and subject to the approval of the Shareholders’ Meeting.
Each year, the Shareholders’ Meeting and the General Partners vote on the components (fixed, variable and exceptional) comprising the total compensation and benefits of any kind paid during or awarded in respect of the past fiscal year, via separate resolutions for each Managing Partner (except when no compensation of any kind is paid during or awarded in respect of that fiscal year) and for the Chairman of the Supervisory Board.
In the event of non-compliance with the compensation policy approved by the Shareholders’ Meeting, no components of compensation of any kind whatsoever may be determined, awarded or paid by the Company, at the risk of being declared null and void.
Prior to the Shareholders’ vote, under the terms of the Internal Rules of the Company’s Compensation and Appointments Committee, the Committee:
• | determines the components of compensation to be paid or awarded in respect of the past fiscal year to Managing Partners, in application of the policy voted by the Shareholders’ Meeting held during that fiscal year. The Supervisory Board ensures that these items are in accordance with this policy; |
• | determines 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 held during that fiscal year. The Supervisory Board ensures that these items are in accordance with this policy; |
• | proposes the allocation of the total amount to be granted to the members of the Supervisory Board for the past fiscal year. The Supervisory Board validates that this amount and this breakdown are in accordance with the policy it established for the past fiscal year. |
Lastly, with the approval of the General Partners, the Shareholders’ Meeting votes on a single draft resolution concerning information on the fixed, variable and exceptional compensation paid during or awarded in respect of the past fiscal year to all corporate officers, in a specific resolution.
COMPENSATION POLICY IN LINE WITH THE CORPORATE INTEREST, THE SALES STRATEGY AND THE SUSTAINABILITY OF THE COMPANY
The General Partners, on the advice of the Supervisory Board, ensure that the Managing Partners compensation policy is in line with the Company’s corporate interest and with its business strategy and contributes to its sustainability.
Thus, the Managing Partners compensation policy is in line with the Company’s interests insofar as (i) its overall amount is measured against that paid to executive corporate officers of companies with equivalent market capitalization (the Company conducts in-house studies or commissions studies from external firms to ensure this on a regular basis), (ii) the conditions governing employee compensation are taken into account since the fixed compensation is updated according to the indexed change in the hourly rate of employees, (iii) the annual variable compensation is capped and (iv) no exceptional compensation of any kind is authorized. The General Partners and the
Supervisory Board are also kept informed of the equity ratios and changes in those ratios in relation to the compensation of corporate officers and employees and the Company’s performance.
The Managing Partners’ compensation policy is in line with the business strategy and thus contributes to the sustainability of the Company insofar as the criteria attached to the annual variable compensation are based on regular growth in earnings, the solidity of the balance sheet, progressive improvement in the employment conditions of the employees through the setting of objectives in the field of health/safety, progressive improvement in CO2 emissions and taking into account Corporate Social Responsibility challenges as a whole.
Similarly, the Supervisory Board ensures that the compensation policy for its members is consistent with the Company’s corporate interest and contributes to its sustainability. Thus, the maximum annual compensation package for the Supervisory Board is moderate, compared with the packages for non-executive corporate officers of companies with equivalent market capitalization (the Company conducts in-house studies or commissions studies from external firms to ensure this on a regular basis). In addition, this compensation is related in part the responsibilities of each member (Chairing and/or membership of Committees) and to his or her attendance.
Lastly, the comments and votes expressed by shareholders on compensation issues at Shareholders’ Meetings are analyzed by the General Partners, the Supervisory Board and the Compensation and Appointments Committee (over 97% support for all resolutions relating to compensation issues at the June 11, 2020 Shareholders’ Meeting).
5.5 Additional items
• | There are no family ties between the Managing Partners and the members of the Supervisory Board. |
• | No Managing Partner or member of the Supervisory Board has any conflict of interest between his/her duties with respect to Rubis and his/her private interests and/or other duties. |
• | To the best of Rubis’ knowledge, there is no arrangement or agreement between the Company and the main shareholders, clients, suppliers or similar for the selection of members of the Supervisory Board or Managing Partners. |
• | No Managing Partner or member of the Supervisory Board has ever been convicted of fraud, filed for bankruptcy or been placed in receivership or liquidation. |
• | No Managing Partner or member of the Supervisory Board has ever been the subject of a criminal prosecution or official public sanction by the statutory or regulatory authorities. |
• | No Managing Partner or member of the Supervisory Board has ever been disqualified by a court from acting as a member of an administrative, management or supervisory body of an issuer, or from managing or directing the affairs of an issuer in the last five years at least. |
Absence of any agreements binding a member of the Supervisory Board or a Managing Partner to Rubis or one of its subsidiaries
There are no service contracts binding the Managing Partners or the members of the Supervisory Board to Rubis or any of Rubis’ subsidiaries.
No loans or guarantees have been granted or arranged on behalf of the Managing Partners or the members of the Supervisory Board.
The Group’s related parties include associates (joint operations and joint ventures, see notes 8 and 9 to the consolidated financial statements), in addition to the main Senior Managers and their close family members.
The agreements entered into by Rubis with its subsidiaries Rubis Terminal, RT Invest, Rubis Terminal Infra and Rubis Énergie are the subject of the Statutory Auditors’ special report on related-party agreements (see chapter 7, section 7.4.3) and are presented below. Transactions between the parent company and its fully consolidated subsidiaries are eliminated in the consolidated financial statements.
Related-party agreements are described in the Statutory Auditors’ special report on related-party agreements in chapter 7, section 7.4.3. They are also explained in the presentation of the draft resolutions in the Notice of Meeting for the Shareholders’ Meeting of June 10, 2021.
An internal charter on the regular assessment of agreements entered into under arm’s length basis was established, in accordance with Article L. 22-10-12 of the French Commercial Code, by the Supervisory Board at its meeting of March 12, 2020.
The Supervisory Board assesses agreements entered into on an arm’s length basis (known as “non-related party agreements”) when they are entered into, amended or renewed. In doing so, it relies on the work of the Accounts and Risk Monitoring Committee, which has been given the task of examining whether the agreements meet or continue to meet the criteria for being classified as non-related party agreements. The Accounts and Risk Monitoring Committee conducts this review in accordance with the principles set out in the Internal Charter.
During the year under review, the Supervisory Board examined the following ongoing agreements and confirmed that they met the criteria for being classified as non-related party:
• | tax consolidation agreement signed on June 9, 2006, and its amendments to update the Group’s tax consolidation scope; |
• | current account advance agreements signed with Rubis Énergie (June 5, 1997), Rubis Terminal (July 30, 1999) and Rubis Patrimoine (October 19, 2017) and their amendments intended, primarily, to increase the current account advances; |
• | agreement for the secondment of a Rubis Énergie employee to Rubis SCA for a period of eight months from November 1, 2019, as part of the implementation of an IT system recovery plan, as well as its renewal for a period of 12 months, i.e. until June 30, 2021; |
• | re-invoicing agreement at actual cost of IT equipment between Rubis SCA and Rubis Énergie on February 17, 2020. |
At its meeting of March 11, 2021, the Supervisory Board reviewed the following amendments to standard agreements and found that they met the criteria for classification as standard agreements:
• | amendment of November 13, 2020 to the current account agreement signed on June 5, 1997 between Rubis SCA and Rubis Énergie; |
• | amendment of November 13, 2020 to the current account agreement signed on October 19, 2017 between Rubis SCA and Rubis Patrimoine; |
• | amendment of February 12, 2021 to the tax consolidation agreement signed on June 9, 2006 between Rubis SCA and Rubis Énergie. |
Restrictions on the disposal by members of the Supervisory Board and Managing Partners of their interests in Rubis’ share capital
To the best of Rubis’ knowledge, no restrictions have been agreed by the Managing Partners and members of the Supervisory Board with respect to the sale of their shares in the Company, with the exception of rules governing trading in Rubis securities provided for by the prevailing legal provisions (see the section entitled “Unauthorized periods” below).
Internal prudential rules define unauthorized periods, during which time carrying out transactions on Rubis securities is prohibited, for the Managing Partners and members of the Supervisory Board as well as for certain employees and external suppliers. These unauthorized periods start 30 days prior to the expected publication date of the annual and half-yearly results, and 15 days prior to the expected publication date of quarterly sales revenue, and end the day after publication of these same results. Furthermore, in any event, trading in Rubis securities is prohibited if inside information is held (and until the day after its publication).
To the best of the Company’s knowledge, the Managing Partners and members of the Supervisory Board of Rubis carried out the following transactions involving the Company’s securities during 2020.
01/03/2020 | • Sale by Sorgema of 6,135 Rubis shares at the price of €54.3893 each |
01/06/2020 | • Sale by Sorgema of 2,924 Rubis shares at the price of €54.0357 each |
01/07/2020 | • Sale by Sorgema of 3,924 Rubis shares at the price of €54.2606 each |
01/09/2020 | • Sale by Sorgema of 13,286 Rubis shares at the price of €54.6646 each |
01/10/2020 | • Sale by Sorgema of 5,000 Rubis shares at the price of €55.3810 each |
01/13/2020 | • Sale by Sorgema of 18,731 Rubis shares at the price of €55.0846 each |
01/14/2020 | • Sale by Sorgema of 17,000 Rubis shares at the price of €54.8976 each |
• Sale by Sorgema of 6,768 Rubis shares at the price of €55.0458 each | |
01/15/2020 | • Sale by Sorgema of 26,232 Rubis shares at the price of €55.2115 each |
• Sale by Sorgema of 30,000 Rubis shares at the price of €55.875 each | |
01/16/2020 | • Sale by Sorgema of 11,995 Rubis shares at the price of €56.7323 each |
01/17/2020 | • Sale by Sorgema of 3,580 Rubis shares at the price of €56.7590 each |
01/20/2020 | • Sale by Sorgema of 1,357 Rubis shares at the price of €56.35 each |
01/22/2020 | • Sale by Sorgema of 23,068 Rubis shares at the price of €55.8502 each |
06/23/2020 | • Subscription by Sorgema of 17,623 Rubis shares at the price of €37.37 each* |
• Subscription by Sorgema of 34,863 Rubis shares at the price of €37.37 each* | |
• Subscription by Gilles Gobin of 4,514 Rubis shares at the price of €37.37 each* | |
• Subscription by Gilles Gobin of 3,440 Rubis shares at the price of €37.37 each* | |
• Subscription by Magerco of 519 Rubis shares at the price of €37.37 each* | |
07/05/2020 | • Subscription by Agena of 25,355 Rubis shares at the price of €37.37 each* |
• Subscription by Agena of 13,553 Rubis shares at the price of €37.37 each* | |
• Subscription by Agena of 3,234 Rubis shares at the price of €37.37 each* | |
• Subscription by Agena of 42 Rubis shares at the price of €37.37 each* |
07/17/2020 | • Subscription by Hervé Claquin of 2,429 Rubis shares at the price of €37.37 each* |
09/18/2020 | • Purchase by Hervé Claquin of 2,717 Rubis shares at the price of €36.33 each |
09/24/2020 | • Sale by Erik Pointillart of 100 Rubis shares at the price of €34.18 each |
11/09/2020 | • Purchase by Hervé Claquin of 3,000 Rubis shares at the price of €31.7338 each |
Summary table of current delegations of authority to increase share capital currently in force and use made of such delegations
This table, which is an integral part of the report of the Supervisory Board on corporate governance, appears in chapter 6, section 6.2.4 of this Universal Registration Document.
The procedures for shareholder participation and voting at Shareholders’ Meetings, which form an integral part of the report of the Supervisory Board on corporate governance, are set out in chapter 6, section 6.1.4 of this Universal Registration Document (page 183). They are described in Articles 34 to 40 of the Company’s by-laws (which are available on its website).
None of the elements described in Article L. 22-10-11 of the French Commercial Code is liable to have an impact in the event of a public tender offer or exchange offer.
In accordance with the standard NEP 9510 published on October 7, 2018, the Statutory Auditors’ specific verifications implemented pursuant to Article L. 22-10-71 of the French Commercial Code on the report of the Supervisory Board on corporate governance are described in the Statutory Auditors’ report on the annual financial statements in chapter 7, section 7.4.2 of this Universal Registration Document.
6.1 Information about the Company
Rubis is a Partnership Limited by Shares (Société en Commandite par Actions) under French law, governed by Articles L. 226-1 to L. 226-14 and L. 22-10-74 to L. 22-10-78 of the French Commercial Code and, insofar as they are compatible with the aforementioned Articles, by the provisions relating to ordinary Limited Partnerships and public limited companies (sociétés anonymes). Within this legal framework, the Company is also governed by its by-laws.
The law and Rubis’ by-laws make the Partnership Limited by Shares a modern structure, adapted to the principles of good corporate governance, as reflected in:
• | the clear separation of powers between the General Management, which governs corporate affairs, and the Supervisory Board, whose members are appointed by the shareholders, tasked with overseeing the Company’s management, giving its opinion on the compensation of the General Management, and determining the components of the compensation to be awarded and paid ex-post to corporate officers; |
• | the unlimited personal liability of the General Partner, proving the appropriate match between commitment of assets, authority and responsibility; |
• | the awarding to the Supervisory Board of the same powers and rights of communication and investigation as those granted to the Statutory Auditors; |
• | the shareholders’ right to oppose the appointment of a candidate for General Management when he or she is not a General Partner. |
6.1.1 General Partners
• | Gilles Gobin; |
• | Sorgema, a limited liability company whose Managing Partner is Gilles Gobin and whose partners are the members of the Gobin family group; |
• | GR Partenaires, a Limited Partnership whose General Partners are Gobin family group companies and Jacques Riou. The Limited Partners of GR Partenaires are Agena and the members of the Riou family group. |
6.2 Information on share capital and share ownership
6.2.1 Share capital as of December 31, 2020
The amount of the share capital as of December 31, 2020 was €129,538,346.25, divided into 103,630,677 shares (103,625,489 ordinary shares and 5,188 preferred shares) with a par value of €1.25 each, following the transactions carried out during the 2020 fiscal year, as set out in the table in section 6.2.3.
As of the same date, the number of exercisable voting rights was 103,567,402. As double voting rights are excluded by Article 40 of the by-laws, each ordinary share carries one voting right. However, preferred shares, which constitute long-term share-based compensation for Group employees and whose conversion into ordinary shares is notably subject to the fulfillment of performance conditions, do not have voting rights.
6.3 Dividends
6.3.1 Dividend paid to the Limited Partners (or shareholders)
The Company pursues a stable dividend policy, with a payout ratio of over 60% and medium- to long-term dividend growth in line with earnings per share.
Accordingly, the Company will propose to the 2021 Shareholders’ Meeting a dividend of €1.80 per ordinary share and €0.90 per preferred share, an increase of 2.9% compared with the dividend paid in respect of the 2019 fiscal year (€1.75 per ordinary share and €0.87 per preferred share).
Preferred shares are entitled to a dividend equal to 50% of that paid for each ordinary share (rounded down to the nearest euro cent).
Date of Shareholders’ | Fiscal year | Number of | Net dividend | Total net | ||||
Meeting | concerned | shares concerned | distributed (in euros) | amount paid out (in euros) | ||||
AGM 06/09/2016 | 2015 | 43,324,068 ordinary shares* | 2.42* | 104,844,245 | ||||
AGM 06/08/2017 | 2016 | 45,605,599 ordinary shares* | 2.68* | 122,223,005 | ||||
95,048,202 ordinary shares | 1.50 | 142,572,303 | ||||||
AGM 06/07/2018 | 2017 | 2,740 preferred shares | 0.75 | 2,055 | ||||
97,182,460 ordinary shares | 1.59 | 154,520,111 | ||||||
AGM 06/11/2019 | 2018 | 2,740 preferred shares | 0.79 | 2,165 | ||||
100,345,050 ordinary shares | 1.75 | 175,603,837 | ||||||
AGM 06/11/2020 | 2019 | 3,722 preferred shares | 0.87 | 3,238 |
6.4 Employee shareholdings
As of December 31, 2020, employees of the Group owned 1.32% of Rubis’ share capital and voting rights through the Rubis Avenir mutual fund. Since it was put in place in 2002, Rubis has launched a capital increase reserved for employees of eligible companies (companies with their registered office in France) every year. All of these operations have seen a high level of participation by the Group’s employees.
6.4.1 Capital increase reserved for Group employees: 2020 transaction
On January 6, 2020, upon the Combined Shareholders’ Meeting’s approval on June 11, 2019, the Management Board carried out a capital increase reserved for employees of eligible Group companies, by means of the Rubis Avenir mutual fund.
In accordance with Article L. 3332-19 of the French Labor Code, and with the delegation granted by the shareholders, the subscription price for new shares was set at 70% of the average listing price during the 20 trading days preceding the meeting on January 6, 2020. This average was €53.53, giving a subscription price of €37.48.
This transaction resulted in the subscription of 102,837 new shares in a total amount of €3,854,330.76, representing the payment of par value in the amount of €128,546.25 and a share premium in the amount of €3,725,784.51. The subscription rate by the Group’s employees was 52.82%.
6.5 Stock options, performance shares and preferred shares
In accordance with the provisions of Articles L. 225-184 and L. 225-197-4 of the French Commercial Code, this chapter constitutes the special report of the Management Board on stock options, performance shares and preferred shares.
6.5.1 Award policy
The Company has set up stock option plans, performance share plans and preferred share plans to motivate and retain high-potential executives and Senior Managers of subsidiaries whom it wishes to keep in its workforce over the long term to ensure its future growth. These plans also enable the Company to ensure that the interests of beneficiaries are aligned with those of shareholders over the long term.
The Managing Partners and the General Partners of the Company are not eligible for any plans of this nature.
Pursuant to the recommendations of the Afep-Medef Code, all plans issued by the Company are subject to performance conditions and the beneficiaries’ continued presence in the Group’s workforce as of the day of the exercise of the option, the vesting of performance and preferred shares or the conversion of preferred shares into ordinary shares. New shares are delivered in respect of all of these plans.
6.6 Relations with investors and financial analysts
The Group strives to maintain close relationships with financial analysts and all of its shareholders, whether individual or institutional, French or foreign. Rubis has also developed its relationships with French and international brokers, including Berenberg, CM-CIC, Exane, Gilbert Dupont, Kepler Cheuvreux, Oddo, Portzamparc and Société Générale. Analyst and investor meetings and/ or conference calls are held in conjunction with the release of the annual (in March) and half-yearly (in September) results or at the time of any other significant event. In addition, conference calls are organized with financial analysts and institutional investors after the publication of quarterly revenue figures. At the same time, Group management speaks throughout the year at conferences and roadshows organized by specialized financial intermediaries. Investors can also contact the Head of Investor Relations at any time.
Documents and information relating to the Company (in particular its by-laws and other corporate documents), consolidated financial statements and separate financial statements for 2020 and previous years, may be consulted on the Company’s website (www.rubis.fr/en) and at its registered office under the conditions provided for by law.
The Company’s press releases, the 2019 and later Universal Registration Documents and the earlier Registration Documents filed with the Autorité des Marchés Financiers (AMF), together with their updates, where applicable, are available on the Company’s website.
Presentations made by the Group at the time of publication of its annual and half-yearly results, as well as quarterly financial information (revenue for the first, third and fourth quarters) and presentations relating to strategy and CSR issues can also be consulted online on the Company’s website.
Regulated information is posted on the Company’s website for at least five years and on the website of the French Legal and Administrative Information Directorate (www. info-financiere.fr).
Finally, declarations on the crossing of thresholds are published on the AMF’s website (www.amf-france.org).
2021-2022 financial agenda | |
May 6, 2021 | First-quarter 2021 sales revenue (after trading) |
June 10, 2021 | Shareholders’ Meeting (2 p.m.) |
September 9, 2021 | 2021 half-yearly results (after trading) |
November 9, 2021 | Third-quarter 2021 sales revenue (after trading) |
February 10, 2022 | Fourth-quarter 2021 sales revenue (after trading) |
RCS:
784 393 530 RCS Paris
LEI: 969500MGFIKUGLTC9742
APE code: 6420Z
ISIN code: FR0013269123
Listing venue: Euronext Paris
Main indices: CAC MID 60 and SBF 120
Contacts |
HEAD OFFICE Rubis 46, rue Boissière – 75116 Paris – France +33 (0)1 44 17 95 95 rubis@rubis.fr |
INVESTOR RELATIONS Anna Patrice – Head of Investor Relations 46, rue Boissière – 75116 Paris – France a.patrice@rubis.fr +33 (0)1 45 01 72 32 |
SH AREHOLDER CONTACT CACEIS CORPORATE TRUST 14, rue Rouget-de-Lisle – 92862 Issy-les-Moulineaux Cedex 09 – France |
+33 (0)1 57 78 34 44 |
BECOME A SHAREHOLDER
SHAREHOLDERS’ MEETINGS |
PRESS RELATIONS presse@rubis.fr +33 (0)1 45 01 99 51 |
7.1 2020 consolidated financial statements and notes
Consolidated balance sheet
(in thousands of euros) | Note | 12/31/2020 | 12/31/2019 |
Non-current assets | |||
Intangible assets | 4.3 | 31,000 | 31,464 |
Goodwill | 4.2 | 1,219,849 | 1,245,020 |
Property, plant and equipment | 4.1 | 1,148,302 | 1,067,911 |
Property, plant and equipment – right-of-use assets | 4.1 | 178,542 | 182,622 |
Investments in joint ventures | 9 | 316,602 | |
Other financial assets | 4.5.1 | 72,408 | 169,493 |
Deferred tax assets | 4.6 | 14,405 | 15,778 |
Other non-current assets | 4.5.3 | 10,762 | 34,360 |
Total non-current assets (I) | 2,991,870 | 2,746,648 | |
Current assets | |||
Inventory and work in progress | 4.7 | 333,377 | 526,628 |
Trade and other receivables | 4.5.4 | 467,850 | 611,335 |
Tax receivables | 33,463 | 21,871 | |
Other current assets | 4.5.2 | 20,472 | 16,598 |
Cash and cash equivalents | 4.5.5 | 1,081,584 | 860,150 |
Total current assets (II) | 1,936,746 | 2,036,582 | |
Total group of assets for disposal (III) | 3.3 | 963,856 | |
TOTAL ASSETS (I + II + III) | 4,928,616 | 5,747,086 |
(in thousands of euros) | Note | 12/31/2020 | 12/31/2019 |
Shareholders’ equity – Group share | |||
Share capital | 129,538 | 125,222 | |
Share premium | 1,593,902 | 1,480,132 | |
Retained earnings | 777,611 | 841,726 | |
Total | 2,501,051 | 2,447,080 | |
Non-controlling interests | 119,282 | 146,547 | |
Shareholders’ equity (I) | 4.8 | 2,620,333 | 2,593,627 |
Non-current liabilities | |||
Borrowings and financial debt | 4.10.1 | 894,015 | 1,130,395 |
Lease liabilities | 4.10.1 | 141,122 | 148,117 |
Deposit/consignment | 127,894 | 122,335 | |
Provisions for pensions and other employee benefit obligations | 4.12 | 60,189 | 56,611 |
Other provisions | 4.11 | 142,893 | 129,236 |
Deferred tax liabilities | 4.6 | 51,103 | 52,001 |
Other non-current liabilities | 4.10.3 | 3,975 | 4,993 |
Total non-current liabilities (II) | 1,421,191 | 1,643,688 | |
Current liabilities | |||
Borrowings and bank overdrafts (portion due in less than one year) | 4.10.1 | 367,297 | 366,881 |
Lease liabilities (portion due in less than one year) | 4.10.1 | 30,072 | 34,696 |
Trade and other payables | 4.10.4 | 459,618 | 643,256 |
Current tax liabilities | 22,819 | 25,894 | |
Other current liabilities | 4.10.3 | 7,286 | 17,582 |
Total current liabilities (III) | 887,092 | 1,088,309 | |
Total liabilities related to a group of assets for disposal (IV) | 3.3 | 421,462 | |
TOTAL EQUITY AND LIABILITIES (I + II + III + IV) | 4,928,616 | 5,747,086 |
7.2 2020 separate financial statements and notes
Balance Sheet
(in thousands of euros) | Note | Gross | Depreciation and impairment |
Net 12/31/2020 | Net 12/31/2019 |
Fixed assets | |||||
Property, plant and equipment and intangible assets | 2,261 | 941 | 1,320 | 1,128 | |
Equity interests | 4.1 | 1,032,607 | 1,032,607 | 1,010,102 | |
Other financial assets | 4.2 | 2,140 | 2,140 | 1,115 | |
Total fixed assets (I) | 1,037,008 | 941 | 1,036,067 | 1,012,345 | |
Current assets | |||||
Trade and other receivables | 4.4 | 582,514 | 582,514 | 539,318 | |
Investment securities | 4.3 | 237,980 | 1,725 | 236,255 | 138,859 |
Cash | 344,832 | 344,832 | 239,437 | ||
Prepaid expenses | 254 | 254 | 131 | ||
Total current assets (II) | 1,165,580 | 1,725 | 1,163,855 | 917,745 | |
TOTAL ASSETS (I + II) | 2,202,588 | 2,666 | 2,199,922 | 1,930,090 |
(in thousands of euros) | Note | 12/31/2020 | 12/31/2019 |
Shareholders’ equity | |||
Share capital | 129,538 | 125,222 | |
Share premium | 1,593,902 | 1,480,132 | |
Legal reserve | 12,919 | 12,511 | |
Restricted reserve | 1,763 | 1,763 | |
Other reserves | 94,626 | 94,626 | |
Retained earnings | 10,436 | 23,672 | |
Earnings for the year | 336,674 | 184,739 | |
Regulated provisions | 794 | 546 | |
Total shareholders’ equity (I) | 4.5 | 2,180,652 | 1,923,211 |
Provisions for contingencies and expenses (II) | 299 | 360 | |
Liabilities | |||
Bank loans | 225 | 100 | |
Trade and other payables | 904 | 1,210 | |
Taxes and social security payables | 2,189 | 2,393 | |
Other liabilities | 15,653 | 2,816 | |
Total liabilities (III) | 4.6 | 18,971 | 6,519 |
TOTAL EQUITY AND LIABILITIES (I + II + III) | 2,199,922 | 1,930,090 |
7.3 Other information on the separate financial statements
7.3.1 Rubis SCA financial income and expenses over the last five years
(in thousands of euros) | 2016 | 2017 | 2018 | 2019 | 2020 |
Financial position at the end of the year | |||||
Share capital | 113,637 | 117,336 | 121,017 | 125,222 | 129,538 |
Number of shares issued | 45,454,888 | 93,868,480 | 96,813,744 | 100,177,432 | 103,630,677 |
Comprehensive income from transactions carried out | |||||
Revenue excluding tax | 5,134 | 4,901 | 5,073 | 5,670 | 7,496 |
Earnings before tax, depreciation and provisions | 161,691 | 129,521 | 154,187 | 176,071 | 324,292 |
Income tax | 4,703 | 11,093 | 12,102 | 8,997 | 14,211 |
Earnings after tax, depreciation and provisions | 166,285 | 140,448 | 165,590 | 184,739 | 336,674 |
Earnings distributed to associates | 133,009 | 169,265 | 154,522 | 197,964 | 186,531* |
Earnings from operations reduced to a single share (in euros) | |||||
Earnings after tax but before depreciation and provisions | 3.66 | 1.50 | 1.72 | 1.85 | 3.27 |
Earnings after tax, depreciation and provisions | 3.66 | 1.50 | 1.71 | 1.84 | 3.25 |
Dividend awarded to each share | 2.68 | 1.50 | 1.59 | 1.75 | 1.80* |
Workforce | |||||
Number of employees | 14 | 16 | 16 | 19 | 22 |
Total payroll | 1,916 | 2,208 | 2,607 | 2,261 | 3,488 |
Amount paid in respect of employee benefits | 973 | 1,117 | 1,315 | 1,774 | 1,933 |
7.4 Statutory Auditors’ reports
7.4.1 Statutory Auditors’ report on the consolidated financial statements
Pursuant to the engagement entrusted to us by your Shareholders’ Meeting, we have audited Rubis’ accompanying consolidated financial statements for the fiscal year ended December 31, 2020.
In our opinion, the consolidated financial statements give a true and fair view of the results of operations for the past year, and of the assets and liabilities, and financial position at the end of the fiscal year of the group comprising the persons and entities included in the consolidation, in accordance with IFRS as adopted in the European Union.
The audit opinion expressed above is consistent with our report to the Accounts and Risk Monitoring Committee.
We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under the said standards are described in the section entitled “Statutory Auditors’ responsibilities for the audit of the consolidated financial statements” of this report.
We conducted our audit engagement in compliance with independence rules provided for by the French Commercial Code and the French Code of Ethics for Statutory Auditors, over the period from January 1, 2020 to the date of our report and, specifically, we did not provide any services prohibited by Article 5(1) of Regulation (EU) No. 537/2014.
The global crisis linked to the Covid-19 pandemic has created special conditions for the preparation and audit of the financial statements for this fiscal year. This crisis and the exceptional measures taken in the context of the state of health emergency have had multiple consequences for companies, particularly on their activity and their financing, as well as increased uncertainties on their future prospects. Some of these measures, such as travel restrictions and remote working, have also had an impact on the internal organization of companies and on the way audits are conducted.
It is in this complex and changing situation that, in accordance with the requirements of Articles L. 823-9 and R. 823-7 of the French Commercial Code (Code de commerce) relating to the justification of our assessments, we draw your attention to the key audit matters relating to the risks of material misstatement that in our professional judgment were of greatest significance in the audit of the consolidated financial statements for the fiscal year under review, as well as our responses to such risks.
These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon. We do not provide a separate opinion on specific items of these consolidated financial statements.
Risk identified | Our response | |
As of December 31, 2020, goodwill is recorded in the balance sheet for a net book value of €1,220 million.
The Group tests goodwill for impairment at least once a year or more frequently if there are indications of impairment. An impairment loss of €46 million was recognized during the first half of the fiscal year.
An impairment loss is recognized when the recoverable value falls below the net book value, the recoverable value being the higher of the value in use, determined on the basis of the discounted expected future cash flows, and the fair value less disposal costs (as described in note 4.2 “Goodwill” to the consolidated financial statements).
We considered that the measurement of the recoverable value of the goodwill is a key matter in our audit because of the significant value of the goodwill appearing on the balance sheet and the substantial use of judgment by Management in determining future cash flow forecasts and the main assumptions used, in particular in the context of the Covid-19 pandemic. |
We examined the methods used by Rubis to carry out impairment tests in line with the accounting standards in force.
We assessed the process for preparing cash flow forecasts used by Management to determine the value in use, reviewed, with the help of our valuation experts, the mathematical models used and verified the correct calculations of these models.
We assessed the reasonableness of the main estimates, and more specifically:
• the consistency of cash flow projections with the business plans drawn up by Management, taking into account the effects of the Covid-19 pandemic and expected business recovery trends. Where applicable, we also compared Management’s forecasts with past performance and the market outlook, together with our own analyses;
• the discount rates applied to future cash flows by comparing the parameters comprising them with external references, with the help of our valuation experts.
We reviewed the sensitivity analyses performed by Management and performed our own sensitivity calculations on the key assumptions to assess the potential impacts of these assumptions on the conclusions of the impairment tests.
We also assessed the appropriateness of the information presented in note 4.2 “Goodwill” to the consolidated financial statements. |
Risk identified | Our response | |
On January 21, 2020, the Group and private equity fund I Squared Capital signed an agreement, effective April 30, under which I Squared Capital indirectly acquired 45% of Rubis’ 99.8% stake in Rubis Terminal.
Following this transaction, the Group still held nearly 55% of the share capital of Rubis Terminal.
The governance arrangements set out in the shareholders’ agreement entered into with I Squared Capital involve joint control. As the Group’s interest in the partnership is a joint venture, Rubis Terminal has been accounted for in the Group’s financial statements using the equity method since April, 30 2020.
The transaction can be analyzed as the full disposal of Rubis’ interest in Rubis Terminal, followed by the recognition of a new investment corresponding to the 55% interest kept by Rubis.
Given the significant impact of the disposal by Rubis of 45% of its stake in Rubis Terminal and the judgment required to determine control of Rubis Terminal following the transaction, we considered the disposal by Rubis of 45% of its stake in Rubis Terminal to be a key audit matter. |
Our work consisted notably in:
• assessing the appropriateness of the classification of Rubis Terminal as activities held for sale (IFRS 5) up to the date of finalization of the disposal on April 30, 2020;
• reviewing the legal documents relating to the transaction;
• confirming the assessment of the Management under which Rubis and I Squared Capital exercise joint control over Rubis Terminal;
• verifying the total net income recognized on the disposal;
• verifying the initial recognition at fair value, as of April 30, 2020, of the 55% retained by Rubis in RT Invest (joint venture created for the purpose of the partnership) and its subsequent valuation as of December 31, 2020;
• carrying out an analysis of the tax impacts associated with the disposal process, with the assistance of our tax experts;
• verifying that the consolidated financial statements provide appropriate information on this transaction and its accounting consequences. |
As required by the prevailing laws and regulations, we have also verified in accordance with professional standards applicable in France the information relating to the Group given in the management report of the Management Board.
We have no observations to make as to its fairness and consistency with the consolidated financial statements.
We certify that the consolidated Non-Financial Information Statement provided for by Article L. 225-102-1 of the French Commercial Code is included in the Group’s management report, it being specified that, in accordance with the provisions of Article L. 823-10 of the said Code, the information contained in this statement was not the subject of verifications on our part as to its fairness or consistency with the consolidated financial statements. This should be dealt with in the report of an independent third party.
FORMAT OF THE CONSOLIDATED FINANCIAL STATEMENTS INTENDED TO BE INCLUDED IN THE ANNUAL FINANCIAL REPORT
In accordance with III of Article 222-3 of the AMF General Regulation, the Management of your Company has informed us of its decision to postpone the application of the single electronic information format as defined by Delegated European Regulation No. 2019/815 of December 17, 2018 to fiscal years beginning on or after January 1, 2021. Consequently, this report does not contain any conclusions on compliance with this format in the presentation of the consolidated financial statements intended to be included in the annual financial report mentioned in section I of Article L. 451-1-2 of the French Monetary and Financial Code.
We were appointed as Statutory Auditors of Rubis by your Shareholders’ Meeting of June 30, 1992 for Mazars and SCP Monnot & Associés, and of June 11, 2020 for PricewaterhouseCoopers Audit.
As of December 31, 2020, Mazars and SCP Monnot & Associés were in the 29th uninterrupted year of their engagement, including 26 years since the Company’s securities were admitted to trading on a regulated market, and PricewaterhouseCoopers Audit were in their first year.
RESPONSIBILITIES OF MANAGEMENT AND THE PERSONS RESPONSIBLE FOR GOVERNANCE AS REGARDS THE CONSOLIDATED FINANCIAL STATEMENTS
Management is responsible for the preparation and fair presentation of consolidated financial statements in accordance with IFRS as adopted in the European Union, and for establishing such internal control that it deems necessary to enable the preparation of consolidated financial statements that are free of material misstatements, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing in these financial statements, as applicable, matters relating to the going concern principle and applying the going concern basis of accounting, unless it is intended to wind up the Company or cease trading.
The Accounts and Risk Monitoring Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk management systems, and, where applicable, internal audits concerning procedures for handling accounting and financial information.
Our role is to issue a report on the consolidated financial statements. Our objective is to obtain reasonable assurance that the consolidated financial statements as a whole do not contain any material misstatements. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As specified in Article L. 823-10-1 of the French Commercial Code, our statutory audit does not include assurance on the viability of the Company or the quality of management of the affairs of the Company.
As part of an audit conducted in accordance with professional standards applicable in France, the Statutory Auditor exercises professional judgment throughout the audit.
• | identifies and assesses the risk of material misstatements in the consolidated financial statements, whether due to fraud or error, and designs and implements audit procedures to address such risks, and obtains audit evidence that it deems sufficient and appropriate to provide a basis for an opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control; |
• | obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control; |
• | assesses the appropriateness of accounting policies used and the reasonableness of accounting estimates made by Management, as well as the information concerning them provided in the consolidated financial statements; |
• |
assesses the appropriateness of Management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether material uncertainty exists as to events or circumstances liable to cast significant doubt on the Company’s ability to continue as a going concern. This assessment is based on the audit evidence obtained up to this date of his audit report. However, future events or conditions may cause the Company to cease to continue as a going concern. If it concludes that material uncertainty exists, it draws the attention of the readers of the audit report to the related disclosures provided in the consolidated financial statements or, if such disclosures are not provided or are inadequate, it issues a qualified certification or a refusal to certify; |
• | evaluates the overall presentation of the consolidated financial statements and whether the consolidated financial statements reflect the underlying transactions and events so as to give a true and fair view; |
• | as regards the financial information of the persons or entities included in the consolidation, collects information that it deems sufficient and appropriate to express an opinion on the consolidated financial statements. It is responsible for the management, supervision and performance of the audit of the consolidated financial statements as well as for the audit opinion. |
We submit to the Accounts and Risk Monitoring Committee a report that outlines the scope of the audit and the work program implemented, as well as our significant audit findings. We also report, if any, significant deficiencies in internal control regarding the accounting and financial reporting procedures that we have identified.
Our report to the Accounts and Risk Monitoring Committee includes the risks of material misstatement that in our professional judgment were of greatest significance in the audit of the consolidated financial statements for the year under review, and which as such constitute the key audit matters that we are required to describe in this report.
We also provide the Accounts and Risk Monitoring Committee with the declaration provided for in Article 6 of Regulation (EU) No. 537/2014, confirming our independence within the meaning of the rules applicable in France such as they are set in particular by Articles L. 822-10 to L. 822-14 of the French Commercial Code and in the French Code of Ethics for Statutory Auditors. Where appropriate, we discuss with the Accounts and Risk Monitoring Committee the risks that may reasonably be thought to bear on our independence, and the related safeguards.
8.2 Incorporation by reference
In accordance with Article 19 of Regulation (EU) 2017/1129 of June 14, 2017, the following information is included by reference in this Universal Registration Document.
• | The consolidated financial statements for the year ended December 31, 2019 and the corresponding Statutory Auditors’ report are included in the 2019 Universal Registration Document filed with the French financial market authority (Autorité des Marchés Financiers – AMF) on April 29, 2020, under number D. 20-0398, on pages 216 to 269 and 284 to 287. |
• | The consolidated financial statements for the year ended December 31, 2018 and the corresponding Statutory Auditors’ report are included in the 2018 Registration Document filed with the French financial market authority (Autorité des Marchés Financiers –AMF) on April 29, 2019, under number D. 19-0438, on pages 187 to 240 and 256 to 258. |
8.3 Cross-reference table for the Universal Registration Document
The cross-reference table below shows the headings provided for in Annexes I and II of Delegated Regulation (EU) 2019/980 of March 14, 2019 supplementing Regulation (EU) 2017/1129 of June 14, 2017 and provides references to the pages on which the relevant information appears in this Universal Registration Document.
Headings of Annex I and II to Delegated Regulation (EU) 2019/980 of March 14, 2019 | Chapter | Page | ||||
1 | Persons responsible, third party information, experts’ reports and competent authority approval | |||||
1.1 | Name and position of responsible officers | 8.1 | 290 | |||
1.2 | Declaration of responsible officers | 8.1 | 290 | |||
1.3 | Name, address, qualifications and material interests of persons acting as experts | NA | NA | |||
1.4 | Confirmation relating to third-party information | NA | NA | |||
1.5 | Declaration of filing with the competent authority | - | 5 | |||
2 | Statutory Auditors | 8.1 | 291 | |||
3 | Risk factors | 3.1 | 53 to 62 | |||
4 | Information about the issuer | |||||
4.1 | Legal and commercial name | 6.6 | 201 | |||
4.2 | Place of registration, registration number and legal entity identifier (LEI) | 6.6 | 201 | |||
4.3 | Date of formation and duration | 6.1.4 | 181 | |||
4.4 | Domicile, legal form, applicable legislation, country of incorporation, address and telephone number of registered office, website | 6.1 - 6.6 | 180 - 201 | |||
5 | Business overview | |||||
5.1 | Principal activities | 1.5 | 22 to 29 | |||
5.2 | Principal markets | 1.1 | 10 to 15 | |||
5.3 | Important events in the development of the business | 2.1 - 7.1 | 40 to 46 - 220 | |||
5.4 | Strategy and objectives | 1.1 - 2.1 | 10 to 15 - 40 to 46 | |||
5.5 | Dependence on patents or licenses, industrial, commercial or financial contracts, or new manufacturing processes | NA | NA | |||
5.6 | Competitive position | 1.1 | 12 and 13 | |||
5.7 | Investments | 2.1 | 40 to 46 | |||
5.7.1 | Material historical investments | 2.1 - 7.1 | 40 to 46 - 220 | |||
5.7.2 | Material current investments | 2.1 | 40 to 46 | |||
5.7.3 | Joint ventures and undertakings in which the issuer holds a proportion of the capital likely to have a significant effect on the assessment of its own assets and liabilities, financial position or profits and losses | 7.1 | 255 to 257 | |||
5.7.4 | Environmental issues liable to affect the use of tangible fixed assets | 4.2.2 | 84 to 96 | |||
6 | Organizational structure | |||||
6.1 | Brief description of the Group | 1 | 10 to 35 | |||
6.2 | List of significant subsidiaries | 1.7 - 7.1 | 34 and 35 -214 to 219 | |||
7 | Operating and financial review | |||||
7.1 | Financial condition | 2.1 - 7.1 | 40 to 46 - 206 to 259 | |||
7.1.1 | Development and performance of the issuer’s business and of its position | 7.3.1 | 271 |
Headings of Annex I and II to Delegated Regulation (EU) 2019/980 of March 14, 2019 | Chapter | Page | ||||
7.2 | Operating results | 1.3 - 2.1 - 7.1 | 19 - 40 - 208 | |||
7.2.1 | Information regarding significant factors materially affecting the issuer’s income from operations | 2.1 | 40 to 46 | |||
7.2.2 | Reasons for any material changes in net sales or revenues disclosed by historical financial information | 2.1 - 3.1 | 40 to 46 - 53 to 62 | |||
8 | Capital resources | |||||
8.1 | Information on capital resources | 7.1 | 233 | |||
8.2 | Source, amount and description of cash flows | 2.1 - 7.1 | 41 - 210 and 211 | |||
8.3 | Information on borrowing requirements and funding structure | 2.1 - 7.1 | 41 - 236 to 241 | |||
8.4 | Restrictions on the use of capital resources that have or could have a material affect on the issuer’s operations | NA | NA | |||
8.5 | Anticipated financing sources for material investments planned, and needed to fulfil commitments referred to in item 5.7.2 | 2.1 - 7.1 | 40 to 46 -222 and 223 | |||
9 | Regulatory environment | 3.1.2.3 | 59 and 60 | |||
10 | Trend information | 2.2 | 46 | |||
11 | Profit forecasts or estimates | NA | NA | |||
12 | Management and Supervisory bodies | |||||
12.1 | Information on members of the Management and Supervisory bodies | 5.2 – 5.3 | 140 to 148 | |||
12.2 | Conflicts of interest, commitments relating to appointments, restrictions on the disposal of investments in the issuer’s share capital | 5.5 | 172 and 173 | |||
13 | Remuneration and benefits of Management and Supervisory bodies | |||||
13.1 | Remuneration paid and benefits in kind | 5.4 | 160 to 171 | |||
13.2 | Amounts set aside or accrued for pension, retirement or similar benefits | 7.1 | 242 to 244 | |||
14 | Board practices | |||||
14.1 | Date of expiration of current term of office and period served | 5.3.1 | 143 | |||
14.2 | Service contracts linking members of the Supervisory Board | 5.5 | 172 | |||
14.3 | Information on Committees | 5.3.2 | 143 - 152 to 154 | |||
14.4 | Statement of compliance with the corporate governance regime in effect in France | 5.1 | 139 | |||
14.5 | Potential material impacts on the corporate governance | NA | NA | |||
15 | Employees | |||||
15.1 | Workforce | 4.3 - 7.1 | 102 - 247 | |||
15.2 | Shareholdings and stock options | 6.2.2 - 6.4 -6.5 - 7.1 | 185 - 192 to 200 -233 to 235 | |||
15.3 | Agreements providing for employee shareholding | 4.3.4 - 6.4 - 7.1 | 111 - 192 -233 to 235 | |||
16 | Major shareholders | |||||
16.1 | Shareholders holding notifiable interests in the share capital or voting rights | 6.2.2 | 185 | |||
16.2 | Voting rights of major shareholders exceeding their share of share capital | NA | NA | |||
17 | Related-party transactions | 5.5 - 7.1 | 172 - 258 | |||
18 | Financial information concerning the issuer’s assets and liabilities, financial position, and profits and losses | |||||
18.1 | Historical financial information | 7.3.1 | 271 | |||
18.2 | Interim and other financial information | NA | NA | |||
18.3 | Auditing of historical financial information | 7.4 | 273 to 279 | |||
18.4 | Pro forma financial information | NA | NA | |||
18.5 | Dividend policy | 6.3 | 191 | |||
18.6 | Legal and arbitration proceedings | 3.1.2.3 - 3.1.2.4 | 59 to 62 | |||
18.7 | Significant change in the issuer’s financial position | NA | NA | |||
19 | Additional information | |||||
19.1 | Share capital | 6.2 - 7.2 | 185 to 190 -266 and 267 | |||
19.1.1 | Issued and authorized share capital | 6.2 - 7.2 | 185 to 190 -266 and 267 | |||
19.1.2 | Shares not representing share capital | NA | NA | |||
19.1.3 | Shares held by the issuer or its subsidiaries | 6.2.2 - 6.2.5 -7.1 | 185 - 187 to 188 - 233 | |||
19.1.4 | Securities giving future access to the issuer’s share capital | 6.2.6 - 6.5.5 | 188 - 197 | |||
19.1.5 | Information about and terms of any acquisition rights and/or obligations over authorized but unissued capital or an undertaking to increase the capital | 6.2.5 - 6.5 | 187 to 188 - 193 to 200 | |||
19.1.6 | Capital of any member of the Group under option or subject to an agreement | NA | NA |
Headings of Annex I and II to Delegated Regulation (EU) 2019/980 of March 14, 2019 | Chapter | Page | ||||
19.1.7 | History of the share capital of the issuer | 6.2.7 - 7.3.1 | 189 and 190 - 271 | |||
19.2 | Memorandum and Articles of Association | 6.1.4 | 181 to 184 | |||
19.2.1 | Corporate purpose of the issuer | 6.1.4 | 181 | |||
19.2.2 | Rights, preferences, and restrictions attached to each category of existing shares | 6.5 | 185 | |||
19.2.3 | By-law provisions, charter or rules of the issuer that may delay, defer or prevent a change of control | NA | NA | |||
20 | Material contracts (other than contracts concluded in the normal course of business) | NA | NA | |||
21 | Documents available | 6.6 | 201 | |||
8.4 Cross-reference tables for the Annual Financial Report and the management report
8.4.1 Cross-reference table for the Annual Financial Report
The Annual Financial Report, prepared in accordance with Article L. 451-1-2 of the French Monetary and Financial Code and Article 222-3 of the General Regulation of the French financial market authority (Autorité des Marchés Financiers), includes the documents, reports and information in this Universal Registration Document as detailed below. The Management Board presents the draft resolutions that are submitted for vote by the shareholders in a separate document (the Notice of Combined Shareholders’ Meeting to be held on June 10, 2021).
Chapter | Page | |
• 2020 Annual financial statements | 7.2 | 260 to 270 |
• 2020 Consolidated financial statements | 7.1 | 206 to 259 |
• Management report | 8.4.2 | 297 and 298 |
• Report on corporate governance, attached to the management report | 5 - 6.1.4 - 6.2.4 - 8.4.2 | 138
to 175 - 183 - 186 and 187 - 297 and 298 |
• Non-Financial Information Statement, attached to the management report | 4 | 75 to 133 |
• Declaration of persons responsible for the Annual Financial Report | 8.1 | 290 |
• Statutory Auditors’ report on the annual financial statements | 7.4.2 | 276 to 279 |
• Statutory Auditors’ report on the consolidated financial statements | 7.4.1 | 273 to 276 |
Immediate solidarity in the face of Covid-19
Faced with the global health crisis that emerged in 2020, Rubis SCA reacted immediately by setting up a €1 million emergency fund, of which €500,000 to support its subsidiaries’ community investment initiatives in Europe, Africa and the Caribbean in the fight against Covid-19.
This support took the form of food, as well as sanitary and technological assistance, and involved employees in the field through the distribution of masks, hand sanitizer, food baskets, fuel vouchers, digital tablets and other items.
In France, Rubis SCA also made a €350,000 donation to the Paris Public Hospital System Research Foundation (AP-HP) and a €150,000 donation to the Liryc research institute in Bordeaux.
Promoting training and professional skills for young Kenyans
Launched in 2002, the Rubis Energy Kenya Education Scholarship Fund (REKESF) provides scholarships to students at secondary and university levels. The fund awards scholarships to academically outstanding students whose chances of progressing to secondary school and university are reduced by their underprivileged background.
The scholarship fund covers tuition and other statutory payments for the four years of secondary education as well as four to six years of university, depending on the course, for beneficiaries admitted to select national secondary schools and Kenyan public universities.
The REKESF currently sponsors 29 secondary school students and 16 university students. The university beneficiaries undertake their undergraduate education in such courses as medicine, commerce, computer science and mechanical engineering.
In 2021, the REKESF will select new pupils based on their outstanding Kenya certificate of primary education results, intellectual qualities, financial need, and admission to selected secondary schools in Kenya.
The Rubis Energy Kenya CSR Committee, along with some of the staff, will carry out interviews at each school, assisted by the schools’ sponsorship officers, and identify a total of 32 secondary school beneficiaries to join the REKESF program.
An association helping the most vulnerable
The Association Coopération Humanitaire (Humanitarian Cooperation Association, ACH), was founded in 1992 by five women seeking to combat extreme poverty, first in Senegal, then in Madagascar and finally in the French department of Réunion Island. The association comes to the aid of the most disadvantaged (homeless, sick, excluded, children, disabled, etc.) by committing itself to the fight against the social isolation of the most destitute.
• | by giving them greater autonomy through the acquisition of practical knowledge and new techniques; |
• | by creating social ties and facilitating their reintegration into the world of work; |
• | by promoting Réunion’s culture and traditional craftsmanship through the creation of handmade objects that are sold during open days. |
The Rubis Group, through its local subsidiary SRPP, has been supporting this association since 2017.
Enhance and professionalize young talents through photography
SINCE
2012, OVER BENEFICIARIES
|
OVER 40 SCHOLARSHIPS AWARDED |
OVER 20EXHIBITIONS, RESIDENCIES AND CULTURAL EVENTS ORGANIZED IN SOUTH AFRICA AND INTERNATIONALLY |
For the past nine years, Rubis Mécénat, together with Easigas, Rubis’ South African subsidiary, has been supporting photography as a means of emancipation through its Of Soul and Joy program, launched in 2012 in the heart of the township of Thokoza, southeast of Johannesburg.
Of Soul and Joy is a long-term social and artistic initiative that aims to provide underprivileged youth in and around the township with professional photography skills. It aims to teach young adults about photography as a means of expression, personal vocation and professional perspective. A visual platform, Of Soul and Joy offers workshops led by well-known photographers, meetings with participants in the art market, collaborations with cultural institutions and the organization of art events in South Africa and abroad. Each year, the project awards study grants to the most promising students to enable them to access a higher education photography course at a university of their choice.
Today, the program attracts budding photographers from different backgrounds, thereby extending its reach. The program supports its young artists to bring out a new generation of photographers in South Africa and guide them in their professional careers.
“The project is making a difference and positively impacting the lives of our students and the community. This support also helps foster the South African arts industry.”
Enhance and professionalize the youth of Jamaica through the visual arts
The InPulse program was undertaken by Rubis Mécénat in 2015, in collaboration with Rubis Energy Jamaica, the Rubis Group’s Jamaican subsidiary, in the volatile community of Dunoon Park, East Kingston. It aims to empower Jamaican youth and improve the environment and lives of young adults from local communities through the practice of visual arts as a positive means of expression. A creative platform and program for developing life skills, InPulse offers visual arts workshops run by local and international artists and general educational courses. The program also introduces participants to the art market and its players. Each year, it awards scholarships to the most promising students to enable them to pursue their studies in the arts in Kingston.
For the past six years, InPulse has sought to promote the sustainable development of young people in local communities through training in the visual arts, offering them new perspectives and giving them new keys to find their way in an urban environment prone to instability and vulnerability. By giving the young artists in the program access to a network of professionals enriched by cultural actors in the Caribbean, InPulse also promotes exchanges with artists and cultural institutions in the region.
“This program is vital in Jamaica. What I admire in particular, other than the opportunities it provides, is the way it introduces participants to professional practice early on. These are tools that young artists often lack.”
Inclusion of people with disabilities through sport
Adapted karate lessons were first offered by Selma Grimaldi four years ago in her Ken Shin Kai karate school in La Sarraz. Founded in 2010 and supported by Vitogaz Switzerland, the school is a member of the non-profit Karate4all, which aims to teach Karate to people with disabilities. Through targeted training for karate instructors, accessible training for people with disabilities can be offered throughout Switzerland.
The Ken Shin Kai school offers courses for children aged over 10, and for adults with disabilities. This group called Kiseki – “miracle” in Japanese – brings together participants who come to share expression and control of the body, memorization and coordination of gestures, respect for others and expression of emotions and their sensitivity. Despite their disabilities, they all manage to overcome their differences.
Providing access to quality education for underprivileged young people in Madagascar
Education is the cornerstone of a country’s development, yet more than 1.5 million children in Madagascar do not attend school or drop out after the first three years. School enrollment was just 39% in local areas near the Galana depots in Toamasina. As a civic-minded company, Galana decided to take action at grassroots level and to make a contribution to children’s education with a long-term vision: providing children in disadvantaged areas with education, enabling them to become responsible men and women and stakeholders in the development of Madagascar.
The Toamasina Primary School is located in Tamatave, near the Galana depot. It welcomes 275 primary school pupils. For the start of the 2020 school year, Galana set up a scholarship system allowing the 28 final year primary pupils who obtained the Certificate of Elementary Studies (CEPE) to access secondary education in the best schools in the region.
A commitment to the training and entrepreneurship of young people
Énergies Nouvelles Antilles Guyane (ENAG) is a non-profit founded in 2018 by the Société Anonyme de la Raffinerie des Antilles (SARA), a subsidiary of the Rubis Group. Its aim is to promote, encourage and develop projects led by and for young people. The focus is on training, professional integration, education and cultural development in three areas: Martinique, Guadeloupe and French Guiana.
In 2020, ENAG supported the Park Numérique (Digital Park) project in French Guiana, which consists of giving socially vulnerable children access to digital tools and teaching them how to use them. Digital workshops are held every Wednesday for 12 children in the towns of Kourou and Saint-Laurent-du-Maroni.