REGISTRATION DOCUMENT - Bourbon

6ReportREPORT OF THE CHAIRMANof the Chairman of the Board of DirectorsComposition and modus operandi of the nominating,Compensation and Governance CommitteeThe committee consists of at least three members appointed bythe Board of Directors. The committee appoints its Chairman fromamong its members.The committee meets at least once a year.The Nominating, Compensation and Governance Committee iscurrently composed of four members three of whom are independentDirectors:3 Marc Francken, independent Director, Chairman of the committee;3 Henri d’Armand de Chateauvieux;3 Guy Dupont, independent Director;3 Philippe Sautter, independent Director.The Nominating, Compensation and Governance Committeeadopted internal regulations in its March 15, 2010 meeting.Work of the Nominating, Compensation and GovernanceCommitteeThe committee met twice in 2011 with a 100% attendance rate.The committee dealt with various issues, particularly:3 a review of the independent Directors;3 a review of the composition of the Board of Directors;3 compensation of the corporate offi cers and defi nition of thecriteria for the variable part in accordance with a benchmark fromthe sector and in line with the compensation paid to the otherexecutives in the Company;3 the allocation of stock options to corporate offi cers and theassociated performance criteria;3 a review of the succession plan for the Company’s brightesttalents;3 change in governance and separation of the duties of Chairmanand Chief Executive Offi cer.1.6 Principles and rules for determiningthe compensation of corporate officersThe elements of compensation of corporate offi cers are detailed inthe management report (section 3.3.).The Company chose to ignore the recommendations of the AFEP-MEDEF Code which states that a corporate offi cer serving asChairman of the Board of Directors and Chief Executive Offi cershould not also have an employment contract.3 BOURBON’s Chairman of the Board of Directors has anemployment contract with Jaccar Holdings, the managingholding company of the Group. This company bills BOURBONfor its management services as managing holding company. Onthe basis of the information available to it, BOURBON’s Boardof Directors cannot prejudge any provisions of the employmentcontract between Jacques d’Armand de Chateauvieux andJaccar Holdings and, as a result, terminate that contract.3 The Board of Directors believed that, given the employmentseniority within the Group of Christian Lefèvre, Chief ExecutiveOffi cer since January 1, 2011, terminating his employmentcontract was not justifi ed. Indeed, his term of offi ce as corporateoffi cer is a continuation of the salaried duties he has performedsince joining the Group in 1982. As such, the Board of Directorsbelieved that terminating the employment contract of ChristianLefèvre would deprive him of the rights associated with hisseniority in the Group.1.7 Participation of shareholders in the GeneralMeetingThe methods for shareholder participation in General Meetings aredescribed in Article 19 of the Company’s bylaws.1.8 Factors that could have an impact in the eventof a public offeringThe information referred to in Article L. 225-100-3 of the FrenchCommercial Code has been conveyed in the management report(section 6.4.).2. INTERNAL CONTROL AND RISKMANAGEMENT PROCEDURESThe internal control system described in this report refers to theCompany and all its consolidated entities (referred to hereunder as“BOURBON”).2.1 Objectives in terms of internal controlThe internal control arrangements at BOURBON are designed toensure:3 compliance with laws and regulations;3 application of the instructions and guidelines set by Management;3 the proper operation of internal processes, particularly thosehelping to protect its assets;3 the reliability of fi nancial data.They generally contribute to overseeing its activities, the effectivenessof its operations and the effi cient use of its resources.2.2 The notion of internal controlInternal control affects everyone from governance bodies throughto all BOURBON employees. Being observant and seeing to it thatthe system operates properly is a constant concern shared by allthe operational and functional managers collectively as they workto achieve the objectives assigned to them. By contributing topreventing and controlling the risk of not achieving the objectivesthat BOURBON has set itself, the internal control function plays a keyrole in the conduct and management of its various activities.148BOURBON - 2011 Registration Document