REGISTRATION DOCUMENT - Bourbon

REPORT OF THE CHAIRMAN6Report of the Chairman of the Board of DirectorsThere are two foreign Directors. Women make up 20% of the Boardof Directors (eight men and two women). BOURBON will attemptto comply gradually with Law no. 2011-103 of January 27, 2011regarding the balanced representation of women and men on Boardsof Directors and Supervisory Boards and to ensure professionalequality so that the Board of Directors will reach and maintain aproportion of women of at least 20% within three years and at least40% by 2017.During 2011, the terms of offi ce of Christian d’Armand deChateauvieux, Henri d’Armand de Chateauvieux, Guy Dupont,Baudouin Monnoyeur and Christian Munier were renewed.Each Director holds at least 300 shares of BOURBON stock, asrequired under the bylaws.Details of Directorships exercised outside the Group by members ofthe Board of Directors are listed in section 3.2 of the managementreport.Evaluating the independence of the DirectorsIn accordance with the recommendations of the AFEP-MEDEFCode, the Board of Directors, in its March 5, 2012 meeting, on therecommendation of its Nominating, Compensation and GovernanceCommittee, reviewed the qualifi cations of each of its members interms of independence. The Board chose to follow the criteria of theAFEP-MEDEF Code, recommending that no Director:3 is an employee or a corporate offi cer of the Company, or anemployee or Director of its parent company or any Companyconsolidated by it within the past fi ve years;3 is a corporate offi cer of any Company in which the Companyholds, either directly or indirectly, a term of offi ce as Director or inwhich any employee designated as such or any corporate offi cerin the Company (currently or within less than the previous fi veyears) holds a term as Director;3 is a signifi cant client, supplier, investment banker, or fi nancebanker:3 of the Company or its Group,3 or for which the Company or its Group represents a signifi cantpart of its activity;3 has close family ties with any corporate offi cer in the Company;3 has been an auditor of the Company in the past fi ve years;The Board did not, however, follow the criterion recommendedby the AFEP-MEDEF which stipulates that seniority in the role ofDirector must not exceed 12 years. The Board prefers to prioritize thecompetence and experience of Directors and thorough knowledgeof the Group, assets which are not a potential source of confl icts ofinterests between the Directors and the Company.Regarding the foregoing criteria, the Board of Directors hasascertained the independence of four Directors: Agnès Pannier-Runacher, Guy Dupont, Marc Francken and Philippe Sautter.Independent Directors thus make up one third of the compositionof the Board, as recommended by the AFEP-MEDEF Code withrespect to companies controlled by a major shareholder.Additional information on the corporate officersTo the Company’s knowledge, in the past fi ve years, no corporateoffi cer:3 has been found guilty of fraud;3 has been involved in a bankruptcy, receivership or liquidation;3 has been found guilty of any offense or been subject to any offi cialpublic sanction issued by any statutory or regulatory authority;3 has ever been prevented by a court of law from acting as amember of any administrative, management or supervisory bodyof any issuer, or from participating in the management or conductof the business of any issuer.As of December 31, 2011, Jacques d’Armand de Chateauvieuxheld over 20% of the capital of the Company, through the CompanyJaccar Holdings.Baudouin Monnoyeur and Henri d’Armand de Chateauvieux heldan interest in the capital or voting rights of over 5%, through thecompanies Monnoyeur SAS and Mach-Invest International.In addition, apart from under regulated agreements, concerningpotential confl icts of interest, no corporate offi cer has been involvedin any arrangement or agreement with the major shareholders,clients, suppliers or others, by virtue of which he has been selectedas a Director or as a member of Management. These agreementsare not a source of confl ict of interest as they are negotiated anddealt with under normal conditions.To date, there is no service contract in existence binding a Director ormember of Management to the Company or to any of its subsidiariesand providing for the granting of benefi ts under the terms of thecontract.1.2 Modus operandi of the Board of DirectorsThe Board of Directors has its own internal regulations defi ning itsmethods of organization and operation supplementing the prevailinglegal and statutory provisions. Every member of the Board of Directorsis individually required to comply with these internal regulations.The internal regulations also include a Director’s charter spellingout the rights and obligations of the Directors, and also the rulesconcerning any restrictions on and/or prohibitions against trading bythe Directors in the Company’s shares when they have informationnot yet made public. In that regard, the Directors are informed of therestrictive periods.1.2.1 MissionsOn the recommendation of the Management, the Board of Directorsdetermines the Group’s medium-term strategy and reviews it regularly,appoints the corporate offi cers in charge of managing the Companyin accordance with that strategy, oversees the management of theCompany and ensures the quality of the information provided to theshareholders and the markets.Every year, the Board of Directors examines and approves the annualbudget and the medium term strategic plan.BOURBON - 2011 Registration Document 145