Bourbon, International leader in marine services for modern offshore

The Nominating, Compensation and Governance Committee

The responsibilities of the Nominating, Compensation and Governance Committee are:

• reviewing all applications for nominating to a position as a member of the Board and formulating an opinion and/or recommendation to the Board of Directors on those applications
• making recommendations to the Chairman concerning the compensation, the retirement and protection system, in-kind benefits and other pecuniary rights, including any stock options awarded to the corporate officers and/or senior managers of the group
• making certain there is a succession plan for the members of the management team

In addition, as discussed above, the Chairman of the committee is also responsible for oversight in terms of good governance in a situation where the Chairman of the Board of Directors and the Chief Executive Officer are the same person

Composition and modus operendi

The committee consists of at least three directors appointed by the Board of Directors. The committee appoints its Chairman from among its members.

The committee meets at least once a year.

At present, the Nominating, Compensation and Governance Committee is made up of the following four persons:

• Mr. Marc Francken, Chairman
• Mr. Henri d’Armand de Chateauvieux
• Mr. Guy Dupont
• Mr. Philippe Sautter