REGISTRATION DOCUMENT - Bourbon

3CorporateMANAGEMENT REPORTGovernance3. CORPORATE GOVERNANCEAt its meeting on December 8, 2008, BOURBON’s Board ofDirectors took account of the AFEP-MEDEF recommendations ofOctober 6, 2008 on the remuneration of Executive Directors of listedcompanies.It considered that these recommendations should be an integral partof the Company’s corporate governance. Consequently, pursuantto the law of July 3, 2008, transposing European Council Directive2006/46/EC of June 14, 2006, the amended AFEP-MEDEF Codeis the Company’s reference for drafting the report required byArticle L. 225-37 of the French Commercial Code.3.1 CHAIRMAN AND CHIEF EXECUTIVEFurther to the decision taken at its meeting of December 6, 2010, theBoard of Directors decided to separate, with effect from January 1,2011, the functions of Chairman of the Board of Directors and ChiefExecutive Offi cer; the function of Chairman of the Board of Directorswas then devolved to Mr. Jacques d’Armand de Chateauvieux andthat of Chief Executive Offi cer to Mr. Christian Lefèvre.Mr. Christian Lefèvre is assisted in his functions by two ExecutiveVice Presidents, Mr. Gaël Bodénès and Mr. Christian Laurent Renard,appointed on that same date, for a period of three years, all threehaving the same general management powers.3.2 TERMS OF OFFICE AND FUNCTIONS OFCORPORATE OFFICERS3.2.1 Directors in post as of December 31, 2011It is specifi ed in the introduction that paragraph 1.1 of the reportfrom the Chairman of the Board of Directors on the Board’s modusoperandi and internal control and risk management procedures,should indicate which of the AFEP-MEDEF Code criteria were usedby the Board of Directors in order to assess Directors’ independence.Mr. Jacques d’Armand de ChateauvieuxDate of birth: February 13, 1951CHAIRMAN OF THE BOARD OF DIRECTORSBusiness address:Jaccar33, rue du Louvre75002 PARISFirst appointment: October 14, 1977Date term expires: General Meeting convened to rule on the fi nancialstatements for the fi nancial year ended December 31, 2012A graduate of the Institut Supérieur de Gestion de Paris and holder ofan MBA from the University of Columbia, New York. Chairman ofBOURBON since 1979, Jacques d’Armand de Chateauvieux has beenthe leading force in the transformation of the Company from aconglomerate involved in a variety of activities to an international groupdevoted to marine services, particularly for offshore oil and gas. Hewas BOURBON’s Chairman and Chief Executive Offi cer untilDecember 31, 2010.Positions held outside the Group- Chairman of Cana Tera SAS- Chairman and Director with delegated powers of Jaccar HoldingsSA (Luxembourg)- Chairman of SAGES- Chairman of Sapmer SA- Director, AXA- Director, Sinopacifi c Shipbuilding Group (China)- Director, Sinopacifi c Offshore and Engineering (China)- Member of the Supervisory Board of Piriou SAS- Director, Evergas (Denmark)- Advisor to CBo Territoria SAPositions that expired in the past five years- Chairman of the Supervisory Board of AXA- Chairman of the Board of Directors of CBo Territoria SA- Director, Innodis Ltd (Mauritius)22BOURBON - 2011 Registration Document