2017 REGISTRATION DOCUMENT

BOURBON 2017 Registration Document 47 MANAGEMENT REPORT Report of the Board of Directors on corporate governance 3 3.6.1 Audit Committee The mission of the Audit Committee is to assist the Board of Directors so that it can monitor the accuracy and consistency of BOURBON Corporation SA’s company and consolidated financial statements, the quality of internal control and the information available to shareholders and the markets. The Audit Committee works as a specialized committee to oversee questions relating to the preparation and control of accounting and financial information pursuant to Articles L. 823-19 and L. 823 - 20- 4° of the French Commercial Code. In this context: 3 it reviews any changes in IFRS, the internal control structure and any matters pertaining to financial presentation, particularly for the Registration Document; 3 it manages the procedure for selecting Statutory Auditors before submitting the results to the Board; it examines their independence and objectivity; 3 it oversees the process of preparing financial data and, where appropriate, makes recommendations to ensure their integrity; 3 it reviews in advance and gives its opinion on the draft annual and interim annual financial statements; 3 it examines the relevance and consistency of the accounting policies and standards used to prepare the financial statements and prevents any non-compliance with those standards; 3 it ensures that any changes in the scope of the consolidated companies are presented, and provides any necessary explanations; 3 it evaluates the Company’s risk exposure and off-balance sheet commitments; 3 it assesses the effectiveness and quality of the Group’s internal control systems and procedures and, where necessary, the effectiveness of the internal auditing of procedures for preparing and processing accounting and financial data, without compromising its independence, ensuring in particular that the Internal Control committee has been appointed and operates satisfactorily; 3 it reviews the financial and cash position; 3 it examines the procedures adopted to evaluate and manage significant risks; 3 it examines the financial commitments given to shipyards handling orders authorized according to the procedure for related party agreements, for vessels under construction; 3 it makes recommendations concerning the Statutory Auditors, whose appointment (or reappointment) is proposed at the Shareholders’ Meeting; 3 it monitors the performance of the Statutory Auditors and if necessary takes into account the observations and conclusions of the French Audit Office Board (HCCC) following the audits carried out; 3 it approves the provision by the Statutory Auditors of services other than the certification of the accounts; 3 it reports regularly to the Board of Directors on the results of the certification of the accounts, on how this work has contributed to the integrity of the financial data, and on the role it played in this process. It also informs it immediately of any difficulties encountered. The Audit Committee follows the recommendations issued on July 22, 2010 by the AMF working group on Audit Committees. 3.6.1.1 Composition and Modus Operandi of the Audit Committee The Audit Committee consists of at least three members appointed by the Board of Directors. The duration of the members’ term of office coincides with their term as Directors. The committee members appoint their Chairman from among themselves. For the deliberations of the committee to be valid, at least half of its members must be present. Directors who take part in the meeting by videoconference or telecommunication methods are deemed to be present provided that these methods enable them to be identified and ensure their effective participation. The nature and application conditions of these methods are set by a decree of the French Conseil d’État . The Audit Committee adopted internal regulations on March 10, 2010 which were revised at the meeting of the committee on August 28, 2015. As of December 31, 2017, the committee is composed of three people, of which all three are Independent Directors, complying with the proportion of at least two-thirds recommended by the AFEP- MEDEF in listed companies: 3 Agnès Pannier-Runacher, Independent Director, who chairs the committee; 3 Elisabeth Van Damme; Independent Director; 3 Mahmud B. Tukur, Independent Director. Since the meeting of the Board of Directors on March 14, 2018, Elisabeth Van Damme has joined the Nominating, Compensation and Governance Committee. Its members all have recognized financial and accounting expertise, as evidenced by their professional backgrounds (see section 3.2 «Composition of the Board of Directors and manner in which it plans and organizes its work, terms of office and functions of corporate officers» of this report). The Audit Committee reviewed the financial statements prior to their examination by the Board of Directors. When the annual and interim financial statements are closed, the members of the Audit Committee consult the Statutory Auditors on the methods used to carry out their work. Astrid de Lancrau de Bréon, in her capacity as Chief Financial Officer of the Group, then in her capacity as Chief Operating Officer, took part in all the meetings of the committee. The Audit Committee is regularly informed of the risk management procedures deployed within the Group, as well as of the work conducted by internal audit, which was the subject of two presentations during the year by the Director of Internal Audit. The Audit Committee may, when it deems it necessary, question Senior Management, the Finance Department, the Director of Internal Audit or any other member of management. The Chairman of the Audit Committee reports to the Board on the work of the committee and issues its recommendations at the start of each session of the Board of Directors’ meeting following a committee meeting.