REGISTRATION DOCUMENT - Bourbon

3CorporateMANAGEMENT REPORTGovernance3.3 COMPENSATION OF THE CORPORATEOFFICERS3.3.1 Compensation of the Chairman of the Boardof Directors, the Chief Executive Officer andthe Executive Vice PresidentsThe compensation of corporate offi cers is approved by the Board ofDirectors on the recommendation of the Nominating, Compensationand Governance Committee.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.Jacques d’Armand de Chateauvieux is an employee of the JaccarHoldings company, a managing holding company, with a substantialstake in BOURBON, which as such receives management fees.Compensation of the Chief Executive Offi cer and the two ExecutiveVice Presidents for 2011 was set on the recommendation of theNominating, Compensation and Governance Committee at itsMarch 14, 2011 meeting and includes a fi xed part and a variablepart. The variable part is payable the year following approval ofthe fi nancial statements by the General Meeting. It is based onthe set compensation and is capped at 70% of the annual basecompensation. 20% of it is pegged to safety performance criteria,60% to fi nancial and performance criteria and 20% to personalqualitative objectives. The compensation paid for terms of offi ceserved in the Group (excluding BOURBON SA) are deducted fromthe variable part.At its meeting of March 5, 2012, the Board carried out a performanceappraisal of the Chief Executive Offi cer and the two Executive VicePresidents and decided on the variable compensation to be paidfor 2011.3.3.1.1 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 3.3.1.2) 208,225 210,000Value of stock options awarded during the year (detailed in 3.3.3.2) - -Value of performance shares awarded during the year (detailed in 3.3.4.1) - -TOTAL 208,225 210,000Christian Lefèvre, CEO Year 2010 Year 2011Compensation payable for the year (detailed in table 3.3.1.2) 317,709 317,720Value of stock options awarded during the year (detailed in 3.3.3.2) - 371,800 (1)Value of performance shares awarded during the year (detailed in 3.3.4.1) - -TOTAL 317,709 689,520Gaël Bodénès, Executive Vice President Year 2010 (2) Year 2011Compensation payable for the year (detailed in table 3.3.1.2) Not applicable 288,568Value of stock options awarded during the year (detailed in 3.3.3.2) Not applicable 200,200 (1)Value of performance shares awarded during the year (detailed in 3.3.4.1) Not applicable -TOTAL Not applicable 488,768Laurent Renard, Executive Vice President Year 2010 Year 2011Compensation payable for the year (detailed in table 3.3.1.2) 419,978 418,854Value of stock options awarded during the year (detailed in 3.3.3.2) - 286,000 (1)Value of performance shares awarded during the year (detailed in 3.3.4.1) - -TOTAL 419,978 704,854(1) The value of options awarded was calculated on the day of the award using the Black & Scholes method based on the assumptions used for drawing up the consolidatedfi 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 one option was€5.72.(2) Since January 1, 2011, Gaël Bodénès has been Executive Vice President of BOURBON.30BOURBON - 2011 Registration Document