REGISTRATION DOCUMENT - Bourbon

3CorporateMANAGEMENT REPORTGovernanceLaurent Renard, Executive Vice PresidentDue for theyearYear 2010 Year 2011Paid during theyearDue for theyearPaid during theyear- fi xed compensation 319,995 319,995 319,995 319,995- variable compensation (1) 25,985 (2) 77,000 27,396 (2) 26,685 (2)- exceptional compensation - - - -- Directors’ fees for terms of offi ce served in the Group 70,015 70,015 68,604 68,604- in-kind benefi ts (3) 3,983 3,983 2,859 2,859TOTAL 419,978 470,993 418,854 418,143(1) Variable compensation is payable the following year, after approval of the fi nancial statements by the General Meeting.(2) Directors’ fees were deducted from the total variable compensation payable. The amount shown is the remainder paid or still outstanding.(3) Company car.No supplementary pension scheme has been granted by BOURBON or any benefi t in kind other than those mentioned in the table above forthe Chief Executive Offi cer and for each of the Executive Vice Presidents.3.3.1.3 Commitments of any kind made by the Company to its corporate officersExecutive Directors coming under the AFEP-MEDEFrecommendationEmploymentcontractSupplementarypension schemeIndemnity orbenefits payable orpotentially payabledue to terminationor change offunctionIndemnitiesrelating to anoncompetitionclauseYes No Yes No Yes No Yes NoJacques d’Armand de Chateauvieux,Chairman of the Board of DirectorsStart date of term of offi ce: 06.09.2010End date of term of offi ce: AGM ruling on the fi nancialstatements for the year ended 12.31.2012 x (1) x x xChristian Lefèvre,Chief Executive Offi cerStart date of term of offi ce: 01.01.2011End date of term of offi ce: 12.31.2013 x (2) x x xGaël Bodénès,Executive Vice PresidentStart date of term of offi ce: 01.01.2011End date of term of offi ce: 12.31.2013 Not applicable x x xLaurent Renard,Executive Vice PresidentStart date of term of offi ce: 01.01.2011End date of term of offi ce: 12.31.2013 Not applicable x x (3) xThe AFEP-MEDEF Code of Corporate Governance, which BOURBON uses as a reference, recommends that companies should put an end to the practice of corporateoffi cers also holding employment contracts, but does not make this a requirement:(1) The Chairman of the Board of Directors of BOURBON has an employment contract with Jaccar Holdings, the managing holding company of BOURBON . This companybills BOURBON for management fees in its capacity as an active holding company. To the best of its knowledge, the BOURBON Board of Directors cannot prejudge thestipulations of the employment contract binding Jacques d’Armand de Chateauvieux to Jaccar Holdings and so is terminating said contract. BOURBON has not givenJacques d’Armand de Chateauvieux any undertaking with regard to the renewal of his term of offi ce as Chief Executive Offi cer.(2) The Board of Directors believes that there are no grounds for terminating the employment contract of Christian Lefèvre, CEO since January 1, 2011, due to his length ofservice with the Group. In fact, his term of offi ce is merely an extension of the salaried duties performed by him since he joined the Group in 1982 and, for this reason, theBoard of Directors believed that to terminate Christian Lefèvre’s employment contract (within the subsidiary “ Bourbon Management” ) would result in a loss of rightsrelating to his length of service with the Group. The CEO does not benefi t from any special compensation clause in the event of departure. The same commitments madepreviously to Mr. Christian Lefèvre continue to apply to his new term of offi ce .(3) Laurent Renard is not entitled to any termination benefi t under his term of offi ce as corporate offi cer; however, his employment contract, dated before his appointment asExecutive Vice President, contains a clause providing for benefi ts in the event of dismissal following a change of control of BOURBON.32BOURBON - 2011 Registration Document