2017 REGISTRATION DOCUMENT
BOURBON 2017 Registration Document 43 MANAGEMENT REPORT Report of the Board of Directors on corporate governance 3 Changes to management during the 2017 fiscal year and since the beginning of the 2018 fiscal year BM date Appointment Departure 03/14/2018 Appointment of Gaël Bodénès as Chief Executive Officer Resignation of Jacques d’Armand de Chateauvieux as Chief Executive Officer Resignation of Gaël Bodénès as Chief Operating Officer 09/04/2017 Appointment of Astrid de Lancrau de Bréon as Chief Financial Officer (as from October 1, 2017) Resignation of Christian Lefèvre as Chief Operating Officer (as from October 1, 2017) Independence of Board members with respect to the criteria specified in the AFEP-MEDEF Code The Board of Directors reviews annually and on an individual basis, after conferring with the Nominating, Compensation and Governance Committee, the individual position of each Director having regard to all of the AFEP-MEDEF Code’s rules on independence. The rules class a Director as independent when he or she “has no relationship of any nature with the Company, the Group or its management, which could compromise the exercise of his or her free judgment” according to the specific independence criteria recommended by the AFEP-MEDEF Code. At its meeting on March 14, 2018, the Board discussed whether Directors’ relations with the Company were significant or not. As a result, on the advice of the Nominating, Compensation and Governance Committee, the Board of Directors considered four of its members to be independent according to both qualitative and quantitative criteria: Agnès Pannier-Runacher Adeline Challon-Kemoun Mahmud B. Tukur Elisabeth Van Damme Not to be, either currently or at any time in the previous five years: - an employee or Executive Director of the Company; - an employee, Executive Director or Director of a Company that the Company consolidates; - an employee, Executive Director or Director of its parent or a company that the parent consolidates. Compliant Compliant Compliant Compliant Not to be an Executive Director of a Company in which the Company holds a directorship, directly or indirectly, or in which an employee appointed as such or an Executive Director of the Company (currently in office or having held such office for less than five years) is a Director. Compliant Compliant Compliant Compliant Not to be a customer, supplier, investment banker or commercial banker: - that is material for the Company or its Group; - or for a significant part of whose business the Company or its Group accounts. Compliant Compliant Compliant Compliant Does not have close family ties with any corporate officer in the Company. Compliant Compliant Compliant Compliant Not to have been an Auditor of the Company within the previous five years. Compliant Compliant Compliant Compliant Has not been a Director of the Company for more than 12 years. Compliant Compliant Compliant Compliant 3.3 PRINCIPLE OF GOVERNANCE The Board of Directors has had its own internal regulations since December 10, 2007, defining its methods of organization and operation supplementing the prevailing legal and statutory provisions. This document has been reviewed regularly to adapt it to changes in governance rules and practices. The most recent version of the internal regulations (dated August 25, 2014) is available in full on the Company’s website. The internal regulations also include a Director’s charter which sets out the rights and obligations of the Directors, in addition to the rules concerning the ban and/or other restrictions on trading by the Directors in the Company’s shares, particularly when they have information not yet made public (“inside information”) or during so-called “blackout periods” prescribed by law or recommended by the AMF. In that regard, the Company notifies Directors of the restrictive periods at the start of the fiscal year according to the financial calendar established for the year. Every member of the Board of Directors is individually required to comply with these internal regulations. Every newly appointed Director is made aware of his or her responsibilities and undertakes to comply by signing the Director’s charter.
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