2017 REGISTRATION DOCUMENT
BOURBON 2017 Registration Document 19 1. ACTIVITIES AND HIGHLIGHTS 20 1.1 Highlights 20 1.2 Significant events after the end of the reporting period 21 2. RESULTS 22 2.1 Financial performance 22 2.2 Results by business 24 2.3 Growth strategy 28 2.4 BOURBON Corporation SA results 28 2.5 Change in accounting methods 29 2.6 Outlook 29 3. REPORTOFTHE BOARDOF DIRECTORSON CORPORATE GOVERNANCE 30 3.1 Separation of the functions of Chairman and Chief Executive Officer – powers of the Chief Executive Officer and the Chief Financial Officer 30 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 32 3.3 Principle of governance 43 3.4 Manner in which the Board of Directors plans and organizes its work 44 3.5 Assessment of the Board of Directors and the committees 46 3.6 Specialized committees of the Board of Directors 46 3.7 Compensation and benefits of corporate officers in respect of the fiscal year ended on December 31, 2017 49 3.8 Principles and criteria for the determination, allocation and granting of fixed, variable and exceptional items comprising total compensation and benefits of any kind attributable to Executive Directors in 2018 55 3.9 Application of the AFEP-MEDEF Code of corporate governance: summary table 60 3.10 Shareholder participation in the shareholders’ meeting 60 3.11 Factors that could have an impact in the event of a public offering 60 3.12 Agreements made, directly or by any intermediary person, between, firstly, one of the corporate officers or one of the shareholders with a fraction of voting rights greater than 10% of a company and, secondly, another company in which the first directly or indirectly possesses more than half of the capital, with the exception of agreements covering current transactions and concluded under normal conditions 62 SUMMARYTABLE OF DELEGATIONSOF POWER AND CURRENT AUTHORIZATIONSGRANTED BYTHE SHAREHOLDERS’ MEETINGTOTHE BOARDOF DIRECTORS FOR CAPITAL INCREASES 63 4. CONTROL ENVIRONMENT 64 4.1 General organization of internal control 64 4.2 Managing internal control 65 4.3 The Statutory Auditors 66 4.4 Risk management 66 4.5 Compliance 66 5. RISK FACTORS 67 5.1 Risks related to the offshore oil and gas marine services markets 67 5.2 Risks relating to BOURBON’s business 70 5.3 Legal risks 72 5.4 Ethical and non-compliance risks 73 5.5 Financial risk management objectives and policy 73 5.6 Insurance cover for risks 80 6. SOCIAL AND ENVIRONMENTAL INFORMATION 81 6.1 Social information 81 6.2 Societal information 86 6.3 Environmental information 88 6.4 Note on social and environmental reporting methodology 90 6.5 Cross-reference table of social and environmental information 92 7. BOURBONCORPORATION AND ITS SHAREHOLDERS 94 7.1 Share capital and shareholder base 94 7.2 Dividends paid for the last three fiscal years 94 7.3 Transactions on company stock 95 7.4 Factors that could have an impact in the event of a public offering 96 8. REPORT EXPLAININGTHE BOARDOF DIRECTORS’ RESOLUTIONS PROPOSEDTOTHE COMBINED SHAREHOLDERS’ MEETINGOF MAY 30, 2018 97 8.1 Approval of the financial statements for the fiscal year ended december 31, 2017 97 8.2 Appropriation of net income 97 8.3 Related party agreements 97 8.4 Ratification of the transfer of the corporate office 97 8.5 Renewal of Directors’ terms of office 97 8.6 Approval of the principles and criteria for determining, allocating, and granting the components of Executive Director compensation 98 8.7 Approval of the components of compensation paid or allocated pursuant to the fiscal year ended december 31, 2017 to Jacques d’Armand de Chateauvieux, Chairman and Chief Executive Officer, Gaël Bodénès and Christian Lefèvre, Chief Operating Officers and to Astrid de Lancrau de Bréon, Chief Financial Officer 98 8.8 Share buyback program – cancellation of treasury shares 98 8.9 Financial delegation 99 8.10 Realignment of the bylaws of the Company 99 FINANCIAL RESULTSOFTHE PARENT COMPANY OVERTHE LAST FIVEYEARS 100 REPORT BYONE OFTHE STATUTORY AUDITORS, APPOINTED AS INDEPENDENTTHIRD PARTY, ONTHE CONSOLIDATED HUMAN RESOURCES, ENVIRONMENTAL AND SOCIAL INFORMATION INCLUDED INTHE MANAGEMENT REPORT 101 MANAGEMENT REPORT
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