2017 REGISTRATION DOCUMENT

BOURBON 2017 Registration Document 48 MANAGEMENT REPORT 3 Report of the Board of Directors on corporate governance 3.6.1.2 Work of the Audit Committee The Audit Committee met three times in 2017. The Statutory Auditors attended committee meetings discussing the closing of the audited financial statements. In this context, they explained the context in which they carried out their duties and presented their conclusions. During those meetings, the committee: 3 examined the financial statements for the fiscal year ended December 31, 2016, and the 2017 interim financial statements; 3 reviewed related party agreements; 3 assessed the management of foreign exchange risk and in particular unrealized foreign exchange losses; 3 analyzed the risks in the countries in which the Group operates; 3 reviewed the Group’s financial position, indebtedness and cash position; 3 analyzed the results of the impairment tests on the Group’s Cash Generating Units; 3 evaluated the financial risks relating to the shipyards where the Group’s vessels are built; 3 oversaw and evaluated the work of the Internal Audit Department and approved the audit plan for 2018; 3 reviewed the independence, fees and duties of the Statutory Auditors of the Company. It also pre-approved other assignments carried out by the Statutory Auditors; 3 recommended the Board’s proposal for the reappointment of the Principal Statutory Auditor. 3.6.2 Nominating, Compensation and Governance Committee The main responsibilities of the Nominating, Compensation and Governance Committee are to issue recommendations, proposals and remarks to the Board of Directors and to assist it in the following areas: 3 examining all proposals for nomination to a position as a member of the Board of Directors or to any position as a corporate officer, formulating an opinion on those proposals and/or a recommendation to the Board of Directors; 3 recommending the total amount and distribution of Directors’ fees to be proposed to the Shareholders’ Meeting; 3 recommendations concerning the compensation, pension and benefits system, in-kind benefits and other pecuniary rights, including any stock options for new or existing shares awarded to the corporate officers and/or Executive Directors of the Group. To do so, the committee is kept informed of the compensation policy for the Group’s key managers; 3 examining the overall policy for awarding stock options for new or existing shares, bonus shares to employees and any form of staff incentive in the Company’s results; 3 examining the succession plan for members of the General Management and for key talent in senior positions within the Group; 3 monitoring governance practices and proposing governance rules to the Board to be applied by the Company. 3.6.2.1 Composition and Modus Operandi of the Nominating, Compensation and Governance Committee The committee consists of at least three members appointed by the Board of Directors. The committee appoints its Chairman from among its members. The committee meets at least once a year. As of December 31, 2017, the Nominating, Compensation and Governance Committee is composed of three members, two of whom are Independent Directors: 3 Philippe Salle, Independent Director, who chairs the committee; 3 Adeline Challon-Kemoun, Independent Director; 3 Adrien de Chomereau de Saint-André, Director. Given the resignation of Philippe Salle as Director on March 12, 2018, as of the date of filing of the present document, the Nominating, Compensation and Governance Committee is composed as follows: 3 Adeline Challon-Kemoun, Independent Director, who acts as chair; 3 Adrien de Chomereau de Saint-André, Director; 3 Elisabeth Van Damme, Independent Director. The Nominating, Compensation and Governance Committee adopted internal regulations on March 15, 2010. The Chairman of the Board and the Chief Executive Officer participate in the committee’s discussions on nominations. The succession plan for key positions within the Company is submitted annually to the committee. 3.6.2.2 Work of the Nominating, Compensation and Governance The committee met twice in 2017 with a 100% attendance rate. The committee dealt with various issues, particularly: 3 reviewing the independent status of Directors; 3 evaluating the achievement of performance-criteria objectives for the stock option plan of December 2013, which is reaching maturity; 3 reviewing the candidacies for new Directors affecting the current configuration of the Board of Directors; 3 evaluating the performance and quality of management of each corporate officer; 3 the compensation of the corporate officers and definition of the criteria for the variable part in accordance with industry practice and in line with the compensation paid to the other executives in the Company; 3 reviewing the succession plan for key talent holding senior positions within the Group.