REGISTRATION DOCUMENT - Bourbon

MANAGEMENT REPORT3Corporate Governance3.3.2 Directors’ FeesThe members of the Board of Directors are paid as sole compensationDirectors’ fees totaling €240,000 in accordance with the decision bythe Combined General Meeting of June 1, 2011 for the year 2010and subsequent years, to be distributed according to the followingterms:3 fi xed compensation of €5,000;3 variable compensation refl ecting the attendance rate, in theamount of €2,000 for each meeting attended; this applies tomeetings of the Board as well as meetings of the specializedcommittees.Under these terms, the amount paid to the members of the Board ofDirectors in 2011 totaled €154,000.In €Directors’ feespaid in 2010Directors’ feespaid in 2011Current members of the BoardJacques d’Armand de Chateauvieux 15,000 13,000Christian d’Armand de Chateauvieux 15,000 11,000Henri d’Armand de Chateauvieux 19,000 17,000Guy Dupont 15,000 17,000Marc Francken 23,000 23,000Baudouin Monnoyeur 15,000 11,000Christian Munier 19,000 19,000Agnès Pannier-Runacher 15,000 19,000Philippe Sautter 17,000 17,000Vo Thi Huyen Lan 11,000 7,000TOTAL 164,000 154,000The Members of the Board of Directors were not granted any othercompensation or other benefi t during the year. The Directors did notreceive any stock option or bonus share awards.3.3.3 Stock options awarded and/or exercisedduring 20113.3.3.1 Policy of allocation of stock optionsThe stock option plans for new or existing shares relate exclusively toshares of BOURBON SA.The stock options granted for new and/or existing shares refl ecta policy of proportional distribution which is not concentratedon one category of benefi ciaries and, more particularly, on theExecutive Directors, in accordance with the recommendations of theAFEP-MEDEF Code.Each plan is decided by the Board of Directors, as delegated bythe AGM, on the recommendation of the Nominating, Compensationand Governance Committee which is specifi cally responsible forrecommending the number of options to be awarded to members ofthe management as well as defi ning any performance criteria.Stock options can only be exercised after the expiration of a periodof four years. Their exercise price corresponds to the average priceof the share for the 20 stock market trading sessions prior to thedate of award of the options, with no discount applied.BOURBON - 2011 Registration Document 33