Governance, Basis for a responsible management

The corporate governance of SAGESS is ensured by a Board of Directors and three Standing Committees, focusing respectively on financial (Financial Committee), operational (Operational management Committee) and control (Audit Committee) issues.

Working in a strict regulatory framework and under the control of the French government, corporate governance of this kind is one of the key factors in ensuring stakeholder confidence, and as such plays an integral role in the creation of SAGESS value. For this reason, our governance focuses on consultation, in order to reconcile the different visions inherent to our line of business.

SAGESS Board of Directors thus consists of 13 members, each elected for a term of 5 years, representing the main Companies in the oil sector.

Because of their respective core businesses, these companies – whether they are independent oil companies or the oil subsidiaries of major retailers – are characterised by their widely diverging interests and approaches.To prevent any risk of malfunction related to this situation, the choice of the representatives of these companies to the Board of Directors therefore always focuses on their quality and skills.In addition, three representatives of the key supervisory ministries (those for the custom, economy and energy administrations) attend (without voting rights) Board meetings. In this way, discussions within the Board of Directors focus on efficiency, productivity and security of supply, so that SAGESS can fulfil its mission dedicated to public interest.

In addition, the various standing committees have in-depth knowledge of the operation of the SAGESS and are thereby capable of properly addressing the issues in advance of Board meetings.Their participation thus improves the accuracy and transparency of all the data published by SAGESS.

Among them, the Audit Committee, which was established in 2009, assists the Board in more specific matters when reviewing the annual and half-yearly accounts, in choosing statutory auditors, as well as during discussions with the auditors and with the various departments of the company. As part of the overall review of the SAGESS internal control system, three meetings were held in 2016, during which the independance of SAGESS external auditors, the set-up of SAGESS Board rules of procedures, the monitoring of LSF^[1] action plans, the progress of the implementation of SAGESS sustainable development action plan as well as its corporate governance were analysed in particular. The Audit Committee effectively contributes to the transparency of the operation of SAGESS.

SAGESS Board rules of procedure's unanimously approved in March 2014 :

SAGESS Board has established its rules and procedures (which includes a Director's charter) to set out its responsibilities and mission. It is made of the following chapters:

• Key references in the rules and procedures preamble to:
  • Director's charter (Directors rights and duties)
  • SAGESS code of conduct
• Organization of Board's meeting
• Information needed by the Directors and their duties
• Board's juridiction
• Annuel rating by the Board of its operating procedures
• Key roles of :
• SAGESS CEO and President
• SAGESS Vice-President
• Board's Committee (Operational management Committee, Financial Committee, Audit Committee and CSR Committee)

Finally, instances of the attention given by SAGESS to Sustainable Development issues can also be seen at the highest level of the company.The creation in 2013 of a Sustainable Development committee, including specialists from the various stakeholders as decided by the Board of Directors on 31 August 2012, underlined the intention to make CSR central to SAGESS’ strategic initiative. this comittee meets twice a year to review the annual objectives and the Sustainable Development report and then to follow the annual improvments and progess.