REGISTRATION DOCUMENT - Bourbon

6ReportREPORT OF THE CHAIRMANof the Chairman of the Board of DirectorsREPORT OF THE CHAIRMAN OF THE BOARD OF DIRECTORSON THE MODUS OPERANDI OF THE BOARD OF DIRECTORS ANDON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURESTo our Shareholders,Pursuant to the provisions of Article L. 225-37, paragraph 6, of the French Commercial Code as amended by law no. 2005-842 of July 26,2005 and law no. 2008-649 of July 3, 2008, the object of this report is to inform shareholders of:3 the composition of the Board of Directors and the application of the principle of the balanced representation of women and men therein;3 the conditions for the preparation and organization of the work of your Board of Directors for the year ended December 31, 2011;3 the internal control and risk management procedures established by the Company;3 the scope of the powers of the Chief Executive Offi cer.With respect to corporate governance, the Company refers to the Corporate Governance Code of listed companies published by AFEP-MEDEF in December 2008 and updated in April 2010 (the “AFEP-MEDEF Code”). This Code can be found at www.code-afep-medef.com.Pursuant to the provisions of Article L. 225-37 of the French Commercial Code, this report specifi es the provisions of the Code that have beenignored by the Company and the reasons why.The company complies with the AFEP/Medef Code, with the exception of the following points:3 assessment of the independence of directors: 12-year seniority criterion not taken into account (see §1.1 of this report);3 employment contract and corporate offi ce of the Chairman and the Chief Executive Offi cer held concurrently (see §1.6 of this report).The Company reiterates that it complies with the transposition of the eighth European Directive on the obligation to have an Audit Committee.As part of the process of improving internal control, this report is also based on the implementation guide for the reference framework oninternal control published by the Autorité des marchés fi nanciers in January 2007, updated in July 2010.In accordance with the recommendations of the AMF working group on Audit Committees, the Audit Committee, following its session onFebruary 29, 2012, examined this report before publication. This report was also approved by the Board of Directors on March 5, 2012.1. COMPOSITION AND CONDITIONS FOR THE PREPARATION AND ORGANIZATION OFTHE WORK OF THE BOARD OF DIRECTORS1.1 Composition of the Board of DirectorsAt December 31, 2011, the Board of Directors is composed of tenDirectors, who bring to it different backgrounds and complementaryexperiences:3 Jacques d’Armand de Chateauvieux: Chairman of the Boardof Directors;3 Christian d’Armand de Chateauvieux: Director;3 Henri d’Armand de Chateauvieux: Director, Member of theNominating, Compensation and Governance Committee;3 Guy Dupont: independent Director, Member of the Nominating,Compensation and Governance Committee;3 Marc Francken: independent Director, Chairman of theNominating, Compensation and Governance Committee;Chairman of the Audit Committee;3 Baudouin Monnoyeur: Director;3 Christian Munier: Director, Member of the Audit Committee;3 Agnès Pannier-Runacher: independent Director, Member ofthe Audit Committee;3 Philippe Sautter: independent Director, Member of theNominating, Compensation and Governance Committee;3 Ms. Vo Thi Huyen Lan: Director.Since August 24, 2009, the Board of Directors has received theassistance of a non-voting member, as permitted under the bylaws,in the person of Dominique Senequier, previously a Director.The duration of the term of offi ce of the Directors appointed by theShareholders’ General Meeting is three years. Those terms endin a staggered manner as follows: three terms of offi ce will end atthe time of the General Meeting convened to rule on the fi nancialstatements for the year ended December 31, 2011; two terms ofoffi ce will end with the General Meeting convened to rule on thefi nancial statements for the year ended December 31, 2012; and fi veterms of offi ce will end with the General Meeting convened to ruleon the fi nancial statements for the year ended December 31, 2013.144BOURBON - 2011 Registration Document