REGISTRATION DOCUMENT - Bourbon

REPORT OF THE CHAIRMAN6Report of the Chairman of the Board of DirectorsThe Audit Committee performs the duties of a specialized committee,following up on any questions related to the preparation and auditingof accounting and fi nancial information pursuant to Articles L. 823-19 and L. 823-20-4° of the French Commercial Code introduced byruling no. 2008-1278 of December 8, 2008.In this context:3 it manages the procedure for selecting Statutory Auditors beforesubmitting results to the Board; it examines their independenceand objectivity;3 it oversees the process of preparing fi nancial data;3 it reviews in advance and gives its opinion on the draft annual andmid-year fi nancial statements;3 it examines the relevance and permanence of the accountingrules and the principles used in preparing the fi nancial statementsand prevents any violations of such rules;3 it ensures that any changes in the scope of the consolidatedcompanies are presented, and provides any necessaryexplanations;3 it evaluates the effectiveness and quality of the Group’s internalcontrol systems and procedures, and in particular, sees to it thatthe Internal Control Committee is established and operatingproperly;3 it reviews the Group’s fi nancial and cash position and anysignifi cant risks faced by it;3 it examines the procedures adopted to evaluate and manage risk;3 it reviews the Chairman’s report on the modus operandi of theBoard of Directors and internal control and risk managementprocedures;3 three times a year, it examines the fi nancial commitments withshipyards under regulated agreements.The Audit Committee follows the recommendations issued onJuly 22, 2010 by the AMF working group on Audit Committees.Composition and modus operandi of the Audit CommitteeThe Audit Committee consists of at least three members appointedby the Board of Directors. The duration of the members’ term ofoffi ce coincides with their term as Directors. The committee appointsits Chairman from among its members. For the deliberations of thecommittee to be valid, at least half of its members must be present.Directors who take part in the meeting by videoconference ortelecommunication methods are deemed to be present providedthat these methods enable them to be identifi ed and ensure theireffective participation. The nature and application conditions of thesemethods are set by a decree of the French Conseil d’État.The Audit Committee adopted internal regulations in its March 10,2010 meeting.The committee is currently composed of three people from whichtwo independent Directors, complying with the proportion of at leasttwo thirds recommended by AFEP-MEDEF in controlled companies:3 Marc Francken, independent Director, Chairman of the committee;3 Agnès Pannier-Runacher, independent Director;3 Christian Munier.Its members all have recognized skills in fi nance and accounting.It should be noted that the committee is assisted by an externalconsultancy fi rm.The Audit Committee meets with and questions the StatutoryAuditors, the General Management, the Finance Department, theInternal Auditing Department or any other person in the managementwhenever it deems necessary.Regarding the review of the fi nancial statements by the AuditCommittee, it has been decided to respect a minimum period oftime before the meeting of the Board of Directors which is held toapprove these fi nancial statements.The Chairman of the Audit Committee reports to the Board on thework of the committee at the start of each session of the Board ofDirectors’ meeting following the Audit Committee.The Audit Committee reviewed the fi ndings of its assessment at itsmeeting held on December 1, 2011.Work of the Audit CommitteeThe Audit Committee met three times in 2011. The attendancerate of the members at the committee meetings was 100%. TheStatutory Auditors attended the committee meetings held to closethe audited accounts, at which they described the context in whichthey performed their mission and presented their conclusions.During those meetings, the committee:3 examined the accounts for fi scal year 2010 and the 2011 semiannualaccounts;3 reviewed the risk mapping;3 reviewed related party agreements;3 assessed the management of the foreign exchange risk;3 reviewed the fi nancial strategy and followed up on itsimplementation;3 followed up on the progress of the “Horizon 2012” plan and the“BOURBON 2015 Leadership Strategy” plan;3 followed up on the progress of the assignments being carried outby the Internal Auditing Department.Furthermore, in its August 21, 2011 meeting, the Audit Committeeinterviewed the Group’s Director of Internal Auditing.1.5.2 Nominating, Compensationand Governance CommitteeThe mission of the Nominating, Compensation and GovernanceCommittee is to:3 examine all proposals for nomination to a position as a memberof the Board of Directors or to any position as a corporateoffi cer and to formulate an opinion on those proposals and/or arecommendation to the Board of Directors;3 make recommendations to the Board of Directors concerning thecompensation, pension and benefi ts system, in-kind benefi ts andother pecuniary rights, including any stock options awarded tothe corporate offi cers and/or Executive Directors of the Group;3 ensure there is a succession plan for the members of themanagement team.BOURBON - 2011 Registration Document 147