2017 REGISTRATION DOCUMENT
BOURBON 2017 Registration Document 31 MANAGEMENT REPORT Report of the Board of Directors on corporate governance 3 With respect to internal measures, in accordance with the provisions of the internal regulations of the Board of Directors, available on the bourbonoffshore.com website, the Chief Executive Officer and Chief Operating Officer have all necessary powers to carry out investments and divestments approved by the Board in accordance with the budget and/or strategy defined by the Board; beyond said budget and/or strategy, they must seek the approval of the Board for investments and divestments of amounts equal to or exceeding €10 million. The following decisions fall within the exclusive authority of the Board of Directors: (a) entry into any strategic partnership for an amount exceeding ten million euros (€10,000,000) or for a duration exceeding two (2) years; (b) determination of the Company’s dividend policy; (c) any planned merger, spin-off, or partial asset contribution; (d) any capital increase (including any decision to eliminate the shareholders’ pre-emptive subscription right either immediately or in the future) in kind or in cash, including capital increases resulting from a merger, partial asset contribution or contribution in kind; (e) issuance of any securities, whether or not giving access (immediately or in the future) to the Company’s share capital or voting rights; (f) any decision to hire or appoint any employee or corporate officer to be a member of the Executive Committee or to be Chief Executive Officer of BOURBON Corporation SA and its subsidiaries.
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