2017 REGISTRATION DOCUMENT
BOURBON 2017 Registration Document 72 MANAGEMENT REPORT 3 Risk factors For vessels in operation, BOURBON applies a set of safety procedures adapted to each oilfield, coordinating with the oil companies and relevant authorities. In the Niger delta area, particularly Nigeria and Cameroon, a dedicated reinforced strengthened safety mechanism has been set up in order to ensure the best safety conditions for employees and vessels. For vessel transits in high-risk regions, BOURBON fully adheres to the recommendations of the International Maritime Organization and systematically adopts dedicated security measures such as “Piracy – Best Management Practices” and adapts its methods according to the particular transit region. Thus, in the rare cases of its vessels transiting the Gulf of Aden region, the area where it is currently most exposed to risk, BOURBON has the support of the appropriate protection forces. BOURBON is focusing on other high potential zones such as East Africa (Mozambique, Tanzania, etc.), where adapted means of protection are being studied. BOURBON cannot, however, guarantee that the preventive measures taken and its recourse to these protection forces will be sufficient, in the future, to guarantee the safety of its activities and its employees, which could have a negative impact on its business and its image. Part of BOURBON’s growth is in emerging countries, where operational risks may include political, economic, social or financial instability. BOURBON may encounter difficulties in conducting its activities in such countries, which could have an impact on its results. Part of BOURBON’s international growth is in emerging countries (African coasts, Asia, the Americas, etc.), where operational risks may include political, economic, social or financial instability. It operates primarily in conjunction with local partners for the sharing of know-how and benefits, and aims to use as many local resources as possible. More specifically, BOURBON’s human resources strategy enables it to recruit, train and provide career paths for all locally recruited employees and associates. Using this country-specific approach, and with the help of its local partners, BOURBON is able to identify itself as a local entity, thus minimizing its operational risks and allowing a better understanding of the risks and the local environment. However, BOURBON cannot guarantee that it will be able to grow and apply procedures, policies and practices enabling it to anticipate and control all of these risks or ensure their efficient management. If it does not succeed in doing so, its business, financial position, results or outlook may be affected. 5.3 LEGAL RISKS Judicial investigation was opened in Marseille after the former tax manager of the Company was stopped at Marseille-Provence airport in October 2012, on his return from Africa in possession of a sum equivalent to €190,000. This procedure notably concerns allegations of bribery of officials in Cameroon, Equatorial Guinea and Nigeria, as part of tax audits of local entities in 2011 and 2012. The former tax manager, who was immediately dismissed, was placed under investigation and charged with bribery of foreign public officials, leading in April 2015 to the placing of the legal entity BOURBON Corporation SA under investigation for the same charges, with a surety of €1 million. As part of this procedure, other executives and members of the senior management of the Bourbon group at the time of the facts at issue were placed under investigation. At the closure of judicial investigation, BOURBON Corporation SA has been sent by the examining magistrate to court for trial, charged with corruption of foreign public officials, alongside the aforementioned persons. BOURBON Corporation SA strongly disputes the charges that are brought against it, resulting from a judicial investigation that it considers incomplete; it recalls that is entitled to the presumption of innocence, and is reserving its explanations for the court. The Group operates in complex environments. Its activities are carried out in strict compliance with the laws of each country and the Group attaches the utmost importance to compliance with anti- corruption regulations. Furthermore, one of the Group’s subsidiaries is involved in legal proceedings following a dispute over a tax akin to an indirect tax on certain services invoiced, for an estimated total of €28 million in principal and €66 million in penalties and default interest. The claim by the local tax administration appears to be groundless, because it seems to rely on an erroneous classification of the services invoiced by the subsidiary, which the court of first instance in the country in question confirmed in its judgment rendered on October 18, 2016, invalidating the adjustments notified by the local tax administration. The local tax administration has appealed the judgment before the competent court of appeal. By a judgment handed down on February 27, 2018, the appeal court dismissed the claims of the Administration and confirmed the decision of the trial court canceling the adjustments. The administration has a maximum deadline of 30 business days from the publication of the judgment to appeal to the competent Court of Cassation. Should the administration appeal to the Court of Cassation, the case would be considered as definitively determined in favor of the Group company concerning the events, as the Court of Cassation would only examine the questions of law raised by the judgment under appeal. It should be noted that in 2013, in a similar matter, the Superior Court of Justice in the same country also ruled for the taxpayer and against the local tax administration.
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