REGISTRATION DOCUMENT - Bourbon

CONSOLIDATED FINANCIAL STATEMENTS4Notes to the consolidated financial statements5.6 EXECUTIVE COMPENSATIONThe compensation of corporate offi cers is approved by the Board ofDirectors on the recommendation of the Nominations, Compensationand Governance Committee.Mr. Jacques d’Armand de Chateauvieux, Chairman of the Boardof Directors as of December 31, 2011, does not receive anydirect compensation from BOURBON aside from Directors’ fees.Mr. Jacques d’Armand de Chateauvieux is an employee of theJaccar Holdings company, the managing holding company witha substantial stake in BOURBON and which, as such, receivesmanagement services. Compensation of the Chief ExecutiveOffi cer and of the Executive Vice Presidents for 2011 was set onthe recommendation of the Nominations, Compensation andGovernance Committee at its March 14, 2011 meeting and includesa fi xed part and a variable part. The variable part is payable theyear following approval of the fi nancial statements by the GeneralMeeting. It is based on the set compensation and is capped at 70%of the annual base compensation. 20% of it is pegged to safetyperformance criteria, 60% to fi nancial and performance criteria and20% to personal qualitative objectives. The compensation paid forterms of offi ce served in the Group (excluding BOURBON SA) isdeducted from the variable part.At its March 5, 2012 meeting, the Board evaluated the performanceof the Chief Executive Offi cer and the two Executive Vice Presidents,and decided on the variable compensation to be granted for 2011.5.6.1 Table summarizing the compensation, stock options and shares awarded to each Executive Director(in €)Jacques d’Armand de Chateauvieux,Chairman of the Board of Directors Year 2010 Year 2011Compensation payable for the year (detailed in table 5.6.2) 208,225 210,000Value of the options granted during the year - -Value of the performance stock granted during the year - -TOTAL 208,225 210,000Christian Lefèvre, Chief Executive Officer Year 2010 Year 2011Compensation payable for the year (detailed in table 5.6.2) 317,709 317,720Value of the options granted during the year - 371,800 (1)Value of the performance stock granted during the year - -TOTAL 317,709 689,520Gaël Bodénès, Executive Vice President Year 2010 (2) Year 2011Compensation payable for the year (detailed in table 5.6.2) Not applicable 288,568Value of the options granted during the year Not applicable 200,200 (1)Value of the performance stock granted during the year Not applicable -TOTAL Not applicable 488,768Laurent Renard, Executive Vice President Year 2010 Year 2011Compensation payable for the year (detailed in table 5.6.2) 419,978 418,854Value of the options granted during the year - 286,000 (1)Value of the performance stock granted during the year - -TOTAL 419,978 704,854(1) The value of the options awarded was calculated on the day of the award using the Black & Scholes method based on the assumptions used for drawing up theconsolidated fi nancial statements before deferment of expenses. In the December 5, 2011 grant, the subscription price was set at €20. On that date, the fair value of oneoption was €5.72.(2) Mr. Gaël Bodénès assumed the position of Executive Vice President on January 1, 2011.BOURBON - 2011 Registration Document 113