2017 REGISTRATION DOCUMENT

BOURBON 2017 Registration Document 46 MANAGEMENT REPORT 3 Report of the Board of Directors on corporate governance 3 preparations for the Annual Shareholders’ Meeting and proposal to set a dividend, 3 review of the annual budget; 3 strategic guidelines: 3 how to secure the Company’s future during the upswing in the offshore oil and gas market and accommodate new innovative services able to fulfill the expectations of its clients, notably through digitization/digital transformation, 3 discussion on organizational and managerial changes for the BOURBON of tomorrow, as well as the achievements and issues related to the management of operations and clients, 3 monitoring of local partnerships and decisions to implement new joint venture agreements and formation of companies both in France and abroad, 3 disposals of non-strategic assets, 3 currency hedging policy; 3 functioning of corporate bodies: 3 change in governance, 3 systematic follow-up of committee reports presented at the next Board meeting after these committee meetings, 3 consideration of all aspects of compensation paid to corporate officers, 3 evaluation, corporate governance rules, and Director status with respect to independence criteria, 3 approval of Board reports, 3 composition of the Board and recruitment of new Directors, 3 composition of the General Management, 3 policy on gender equality and equal pay, 3 review of the Group’s CSR issues and performance, 3 review of the succession plan for key talent and senior executives of the Company; 3 authorization and review of “related party” agreements pursuant to Article L. 225-38 of the French Commercial Code. To this end, on December 4, 2017 the Board of Directors authorized the agreement to suspend the employment contract of the Chief Financial Officer, Astrid de Lancrau de Bréon, signed with BOURBON Corporation SA, following her appointment as the Company’s Chief Financial Officer. The Board of Directors also monitored the agreements authorized and entered into in previous fiscal years, whose performance was ongoing. In addition, at its meeting on December 4, 2017, the Board conducted its annual review of related party agreements in accordance with Article L. 225-40-1 of the French Commercial Code and informed the Statutory Auditors thereof. This review, which was carried out in the absence of the Directors in question on the basis of the information provided by Management and the Audit Committee, enabled the Board of Directors to conclude, in accordance with the committee’s recommendation, that the Company has an interest in continuing the performance of said related party agreements until their extinction, taking into account the interest that they continue to present for BOURBON. The Directors also receive a periodic newsletter informing them of subsequent action on the decisions made by the Board, the situation of the surrounding market and the changes in main operational indicators. Where necessary, they are also able to question members of the Management and may communicate with each other privately without Executive Directors being present. 3.5 ASSESSMENT OF THE BOARD OF DIRECTORS AND THE COMMITTEES The last formal assessment of the Board of Directors took place in late 2017 in the form of a detailed questionnaire. The conclusions of this self-assessment were positive overall, particularly regarding: 3 the composition and operation of the Board; 3 the proper balance in the composition of the committees; 3 the clear and comprehensive minutes on the work performed by the committees; 3 a significant involvement of the Directors in the work of the Board; 3 a strong climate of trust among members of the Board of Directors facilitating quality discussions and great freedom of expression; 3 the subjects addressed during the meetings appropriate to the challenges facing the Company. Both specialized committees also performed a self-assessment of their functioning in 2017. Once a year during the intervening years when the Board does not conduct a formal assessment, it devotes one item on its agenda to a discussion of its procedures and the diversity of its membership. At the end of Board meetings, the Directors frequently share their opinion of the meetings, expressing any need for additional information, or alternatively their thoughts on the quality of the preliminary documents provided and the Board proceedings in general. 3.6 SPECIALIZED COMMITTEES OF THE BOARD OF DIRECTORS The Board of Directors is assisted in its work by two specialized committees: theAudit Committee and theNominating, Compensation and Governance Committee. These committees cannot be delegated powers reserved by law or bylaws to the Board of Directors, nor can they reduce or limit the powers of the Management. Depending on its remit and where appropriate, each committee issues proposals, recommendations and advice for the Board.