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BOURBONOFFSHORE.COM Building together a sea of trust
2018REGISTRATION DOCUMENTANNUAL FINANCIAL REPORT
CONTENTS
BOURBON IN 2018 7
1. Key fi gures 8
2. Stock market data 9
3. Management bodies 11
GENERAL INTRODUCTION TO THE GROUP 13
1. BOURBON timeline 14
2. Simplifi ed overview of activities 15
3. Activities and business models 16
4. Organisation 19
5. Innovation 20
6. Competitive environment 21
7. Main market trends 22
MANAGEMENT REPORT AFR 25
1. Activities and highlights 26
2. Results 27
3. Report of the Board of Directors on Corporate
Governance 34
4. Control environment 73
5. Risk factors 76
6. Statement of non-fi nancial performance 90
7. BOURBON Corporation SA and its shareholders 101
8. Report explaining the Board of Directors’ resolutions
proposed to the combined shareholders’ meeting
of June 28, 2019 103
CONSOLIDATED FINANCIAL STATEMENTS AFR 111
Statement of financial position 112
Statement of comprehensive income 113
Statement of consolidated cash flows 115
Statement of changes in equity 116
Notes to the consolidated financial statements 120
Statutory auditors’ report on the consolidated financial
statements (Year ended December 31, 2018) 189
PARENT COMPANY FINANCIAL STATEMENTS 193
Parent company balance sheet – BOURBON Corporation SA 194
Income statement of the parent company BOURBON
Corporation SA 196
Notes to the parent company financial statements 197
Statutory Auditors’ report on the annual financial statements
(year ended December 31, 2018) 212
Statutory Auditors’ special report on regulated agreements
and commitments 215
OTHER LEGAL AND FINANCIAL INFORMATION 217
General information about BOURBON Corporation SA
and its share capital 218
Trademarks, licenses, patents, property, plant and equipment 232
Agenda for the combined Shareholders’ Meeting
of June 28, 2019 235
Draft resolutions for the Combined General Meeting
of June 28, 2019 236
Statutory auditors’ report on the share capital reduction 241
Statutory auditors’ report on the authorization
to grant free shares (existing or to be issued) 242
Statutory auditors’ report on the share capital increase
reserved for members of a company savings plan 243
Persons responsible for the Registration Document
and the audit of the financial statements 244
Cross reference tables 245
The elements of the annual report financier are identifiés in the summary using the pictogram AFR
1. 5.
6.
2.
3.
AT A GLANCE 2
4.
This Registration Document is an unofficial translation of the French Document de référence, which was filed with the
French Autorité des marchés financiers (AMF) on April 26, 2019, in accordance with Article 212-13 of the AMF General
Regulation. The French Document de référence may only be used for the purposes of a financial transaction if supplemented
with an offering memorandum approved by the AMF. The French Document de référence was prepared by the issuer
and its signatories are liable for its content. The Registration Document can be viewed in its entirety on and downloaded from
http://www.bourbonoffshore.com/en/investors/regulated-information
BOURBON CorporationA French Société anonyme with capital of 49,189,434 euros
Company registration: RCS MARSEILLE 310 879 499
Head offi ce:
148, rue Sainte - 13007 MARSEILLE - France
Tel.: +33 (0)4 91 13 08 00
Fax: +33 (0)4 91 13 14 13
Investor relations, analysts, shareholders:
BOURBONOFFSHORE.COM
Building together a sea of trust
2018 REGISTRATION DOCUMENTANNUAL FINANCIAL REPORT
1BOURBON 2018 REGISTRATION DOCUMENT
AMERICAS REVENUE
€94.5m
When it presented its #BOURBONINMOTION strategic action plan in February 2018, BOURBON sent a strong signal that, as a group, it takes a proactive stance toward changes in its environment and it is ready to make every effort
to meet the challenges of today’s offshore market , which is more demanding and
constantly seeks to optimize costs.
The g roup has been undertaking this transformation, supported by the strategic action plan, for over a year. It requires a change of mindset, and its purpose is to give the group control of
its own destiny through a paradigm shift, a change in its operating model and a redesigned service offering . Transformation amid crisis is not an easy option but an act of responsibility, toward our customers, our partners, our shareholders and, of course, toward our employees, who both embody and play the principal role in this transformation .
Each of the newly created standalone companies bears the mark of this change in mindset: integrated logistics services at Bourbon Marine & Logistics, turnkey projects at Bourbon Subsea Services, passenger experience as a core priority via new digital services at Bourbon Mobility.
Through its Smart Shipping program that connects its fl eet, BOURBON is undergoing a total transformation and writing a new page in its long history. Both ambitious and pragmatic, the g roup is aware of the considerable efforts it has to make to overcome the challenges of this new market, without forgetting the values on which it was built: professionalism, enthusiasm, responsibility and solidarity.
Gaël BODÉNÈS
Chief Executive Offi cer
AT A GLANCE
80%OFFSHORE
CREWS
20%ONSHORE
PERSONNEL
84NATIONALITIES
+8,200EMPLOYEES
ADJUSTED GROUP REVENUE
€689.5m
ADJUSTED REVENUE
€357,3m
€133.6m
€187.7m
2 BOURBON 2018 REGISTRATION DOCUMENT
AFRICAREVENUE
€381.7m
ASIAREVENUE
€77.0m
EUROPE-MEDITERRANEAN /MIDDLE EAST
REVENUE
€136.4m
31OPERATING
SUBSIDIARIES
AE
AAAUE
1.00 TRIR*
2019 GOAL = 0.60*Total rate of incidents reported
96.0%TECHNICAL AVAILABILITY
RATE
52.2%VESSEL UTILIZATION
RATE
483VESSELS
OUR CLIENTS
1. National oil companies
2. International oil companies
SUPERMAJORS
NOCs1
18%
IOCs2
OTHER
CONTRACTORS
49%
13% 16%
4%
3BOURBON 2018 REGISTRATION DOCUMENT
RESHAPE COSTSTRUCTURE
Local & technological partnerships
SMART SHIPPING PROGRAM
• Target: • 25% cost reduction by simplifying and
digitalizing our operations
• Increased safety and quality of services
• Deployment on more than 100 "smart vessels"
SMART G&A• Adapt organization & cost
structure to the new size
of BOURBON (-40%
of turnover since 2015)
3 Stand-alone companies, ready to deliver fit for purpose services
• Barrel price: 60$/70$
• Clients needs in deep evolution
• Loss of 40% of offshore services
market
• 30% OSV fleet stacked
OIL & GAS NEW NORMAL ENVIRONMENT
BOURBON’s 4 pillars:
• Safety
• Technical availability of the fleet
• Competences
• Cost reductions
CLIENTS DEMAND: OPERATIONAL EXCELLENCE
BOURBONMOBILITY
With the fall in the price of a barrel in 2014, the oil industry
experienced its most serious crisis in the past 30 years.
The Offshore services market was hit hard and contracted
by 30 to 40% in three years. BOURBON is convinced that,
once the crisis is over, the Offshore services sector’s current
model will have changed. This is why the g roup launched its
#BOURBONINMOTION strategic action plan in 2018 to keep it
competitive and meet the new requirements of its customers.
This plan is structured around four priorities:
3 Adapting our business model to more services for
Bourbon Marine & Logistics, Bourbon Subsea Services
and Bourbon Mobility.
4 BOURBON 2018 REGISTRATION DOCUMENT
RESTORE FINANCIALLEEWAY
• Results oriented
• Simplification
• Accountability
CULTURAL CHANGE
SERVICES ORIENTEDBUSINESS MODELS
• Cash focus
• Financial efficiency
Operational Support CenterRemote control
DIGITAL FOR ALL• Applications
• Business intelligence
• Artificial intelligence
• Machine learning
• IoT for maintenance
• Internal E-learning
Local shore support
NEW SERVICES• Integrated logistics
• Turnkey projects
in renewable energies
• Onboard passengers
entertainment (VOD,
games, etc.) &
"door-to-rig" offers
Head Office
Be the preferred company in offshore marine services.
#BOURBONINMOTION 2021 Strategic plan
to their customers and capture sustainable growth.
BOURBONMARINE &LOGISTICS
BOURBONSUBSEASERVICES
3 Optimizing our operational and organizational cost
structure by capitalizing on the digital revolution.
3 Restore fi nancial leeway.
3 Meeting the human challenge involved in the scope of the
#BOURBONINMOTION plan by supporting changes in the
g roup’s culture.
This infographic gives a schematic overall view of the
strategic plan and a comprehensive look at its main pillars
and actions in progress. For more details on the plan, see
Chapter 2.3, p 32.
5BOURBON 2018 REGISTRATION DOCUMENT
6 BOURBON 2018 REGISTRATION DOCUMENT
1BOURBON IN 2018
1. KEY FIGURES 8
2. STOCK MARKET DATA 9
2.1 Historic data 10
3. MANAGEMENT BODIES 11
3.1 Senior management as of December 31, 2018 11
3.2 Composition of the Board of Directors as of
December 31, 2018 11
3.3 Committees of the Board of Directors as of
December 31, 2018 11
7BOURBON 2018 REGISTRATION DOCUMENT
BOURBON IN 20181 Key fi gures
1. KEY FIGURES
* Adjusted.
* The adjusted financial information is presented by Activity and by Segment based on the internal reporting system and shows internal segment information
used by the principal operating decision maker to manage and measure the performance of BOURBON (IFRS 8). Internal reporting (and thus adjusted
financial information) records the performance of operational joint ventures in which the g roup has joint control by the full consolidation method. Furthermore,
internal reporting (and again the adjusted fi nancial information) does not take into account IAS 29 (Financial Reporting in Hyperinfl ationary Economies),
applicable for the fi rst time in 2017 (retroactively from January, 1) to an operational joint venture in Angola.
3 REVENUE* (IN € MILLIONS)
1,102.6
860.6
689.5
2016 2017 2018
3 BREAKDOWN OF 2018 REVENUE BY ACTIVITY
Bourbon SubseaServices
19%
Bourbon Mobility
27%
52%
Other
2%
BourbonMarine & Logistics
3 EBITDAR* (IN € MILLIONS)
383.0
252.4
142.7
2016 2017 2018
3 EBITDA* (IN € MILLIONS)
193.3
87.8
-4.3
2016 2017 2018
3 EBIT* (IN € MILLIONS)
-165.1
-313.9
-403.9
2016 2017 2018
3 NET INCOME, GROUP SHARE (IN € MILLIONS)
-279.6
-457.8
-576.3
2016 2017 2018
8 BOURBON 2018 REGISTRATION DOCUMENT
BOURBON IN 2018
11
Stock market data
3 VESSELS OPERATED BY BOURBON*
451
62
449
59
424
59
Proprietary In bareboat rental
2016 2017 2018
* Excluding endeavor.
3 NET DEBT (IN € MILLIONS)
2016 2017 2018
1,4681,365
1,278
2. STOCK MARKET DATA
(in euros)
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 20132011 2012 2015 2017 201820162014
0
5
10
15
20
25
30
35
40
Stock price as of March 22, 2019:
€2.43
Initial public offering:
October 21, 1998
9BOURBON 2018 REGISTRATION DOCUMENT
BOURBON IN 20181 Stock market data
2.1 HISTORIC DATA
2018 2017 2016
Number of shares as of December 31 77,499,214 77,499,214 76,342,603
Closing share price (in €)
- high 8.11 12.65 15.12
- low 3.43 6.70 9.46
- at December 31 3.43 7.00 12.25
Stock market capitalization as of December 31 (in € millions) 266 542 935
Net earnings per share (in €) (5.92) (7.47) (3.68)
Dividend per share (in €) 0 0.25 1.00
Total dividend (in € millions) 0 8.5 25.5
Shareholders’ calendar
May 2, 2019
Publication of first quarter revenue for 2019
June 28, 2019
Shareholders’ Meeting
September 5, 2019
1st Half Year Results 2019 press release and presentation
November 7, 2019
Publication of third quarter revenue for 2019
Investor relations – analysts – shareholders
BOURBON Corporation SA
148, rue Sainte
13007 Marseille, France
Tel: +33 (0)4 91 13 08 00
Fax: +33 (0)4 91 13 14 13
www.bourbonoffshore.com
10 BOURBON 2018 REGISTRATION DOCUMENT
BOURBON IN 2018
11
Management bodies
3. MANAGEMENT BODIES
3.1 SENIOR MANAGEMENT AS OF DECEMBER 31, 2018
Gaël Bodénès
Chief Executive Offi cer
At its meeting of July 23, 2018, in accordance with the internal
regulations of the Board of Directors, on the proposal of
Gaël Bodénès, the Board appointed Thierry Hochoa to assist the
Chief Executive Offi cer as Group Chief Financial Offi cer, effective
August 6, 2018.
3.2 COMPOSITION OF THE BOARD OF DIRECTORS AS OF DECEMBER 31, 2018
Jacques d’Armand de Chateauvieux, Chairman of the Board of
Directors
Adrien de Chomereau de Saint André
Adeline Challon-Kemoun(1)
Christian Lefèvre
Baudouin Monnoyeur(3)
Antoine Grenier(1)
Mahmud Tukur(1)
Élisabeth Van Damme(1)
Xiaowei Wang
Stéphane Leroux(2)
The Board of Directors is also assisted by an advisor, Henri d’Armand
de Chateauvieux.
3.3 COMMITTEES OF THE BOARD OF DIRECTORS AS OF DECEMBER 31, 2018
The Board of Directors is assisted in preparing its work by two special
committees. These committees have a research and preparation
role for various Board deliberations and they submit their opinion,
proposals or recommendations to the Board of Directors.
3.3.1 Nominating, Compensation and Governance Committee
The purpose of this committee is to study and submit to the Board
proposals concerning the selection of Directors, the succession plan
for members of the management team, and the compensation of the
corporate officers, including allocations of stock options for new or
existing shares, where applicable.
As of December 31, 2018, the Nominating, Compensation and
Governance Committee was composed of four members:
3 Adeline Challon-Kemoun, Independent Director, who chairs
the C ommittee;
3 Adrien de Chomereau de Saint-André, Director;
3 Elisabeth Van Damme, Independent Director;
3 Stéphane Leroux, Director representing the employees.
3.3.2 Audit Committee
The mission of the Audit Committee is to assist the Board of
Directors so that it can monitor the accuracy and consistency of
BOURBON Corporation SA’s parent company and consolidated
financial statements, the quality of internal control and the information
available to shareholders and the markets.
As of December 31, 2018, the Audit Committee was composed of
three members:
3 Antoine Grenier, Independent Director, who chairs the C ommittee;
3 Mahmud Tukur, Independent Director;
3 Christian Lefèvre, Director.
3.3.3 Ad-hoc Restructuring Committee
The purpose of the ad-hoc Restructuring Committee is to assist the
Board with the g roup’s fi nancial restructuring and the search for new
fi nancial partners.
As of December 31, 2018, the Audit Committee was composed of
four members:
3 Antoine Grenier, Independent Director, who chairs the C ommittee;
3 Elisabeth Van Damme, Independent Director;
3 Adrien de Chomereau de Saint-André, Director;
3 Christian Lefèvre, Director.
(1) Independent Directors.
(2) Director representing employees; Patrick Lièvre is his alternate.
(3) The term of offi ce of Baudouin Monnoyeur ended on April 24, 2019 because he reached the statutory age limit.
11BOURBON 2018 REGISTRATION DOCUMENT
BOURBON IN 20181
12 BOURBON 2018 REGISTRATION DOCUMENT
2GENERAL INTRODUCTION TO THE GROUP
1. BOURBON TIMELINE 14
2. SIMPLIFIED OVERVIEW OF ACTIVITIES 15
3. ACTIVITIES AND BUSINESS MODELS 16
3.1 Major clients 16
3.2 Geographical footprint 17
3.3 Activities 17
3.4 Business models and contracting models 18
4. ORGANISATION 19
5. INNOVATION 20
6. COMPETITIVE ENVIRONMENT 21
6.1 Marine services 21
6.2 Subsea Services 22
7. MAIN MARKET TRENDS 22
13BOURBON 2018 REGISTRATION DOCUMENT
GENERAL INTRODUCTION TO THE GROUP2 BOURBON timeline
Among the market leaders in offshore marine services, BOURBON offers the most demanding companies a wide range of
marine services, both surface and sub-surface, for offshore oil & gas fi elds and wind farms. These extensive services rely on a
broad range of the latest-generation vessels and the expertise of more than 8,200 skilled employees. BOURBON also protects
the French coastline for the French Navy. Classified by ICB (Industry Classification Benchmark) in the “Oil Services” sector, as
of December 31, 2018, BOURBON Corporation SA had been listed in capitalization compartment B of NYSE Euronext Paris since
January 2016.
1. BOURBON TIMELINE
From its origins as a family company specialised in sugar production, BOURBON has become a “pure player” in offshore oil and
gas marine services. Here are the major stages of this transformation:
→ 1948 to 1979Founded in 1948, BOURBON Corporation SA (then known as
“Sucreries de BOURBON”) was a sugar company based on the
island of Reunion for more than 30 years. In 1979, Jacques de
Chateauvieux became President.
→ 1980 to 1989Industrial restructuring of the Sugar activity. Diversification of activities
into food-processing, then distribution and marine services.
→ 1992Acquisition of the Compagnie Chambon and its subsidiary Surf,
dedicated to offshore oil and gas marine services.
→ 1998Initial Public Offering on the Paris secondary market.
→ 2001The group steadily disengaged from its historic activities in Foods,
Distribution and Sugar and began to concentrate on marine services.
→ 2003Implementation of the 2003-2007 strategic plan, which stepped up
the group ’s shift toward the sole business of offshore marine services.
→ 2004BOURBON was classified by Euronext in the “Oil Services” sector.
→ 2005“BOURBON Group” became “BOURBON” and the head office was
transferred from Reunion to Paris.
→ 2006BOURBON was added to the SBF 120 index.
BOURBON completed the 2003-2007 plan a year ahead of schedule
and launched a new strategic plan: Horizon 2010.
→ 2008BOURBON extended its strategic plan and outlook within the new
strategic plan: Horizon 2012.
BOURBON positioned itself in the offshore oil field IMR (Inspection,
Maintenance and Repair) market: the group extended its range of
services by launching a new Subsea Services business.
→ 2010BOURBON announced its new strategic plan, the “BOURBON 2015
Leadership Strategy”, which furthered the objectives of the previous
plan: a new, USD2 billion investment program to support growth
in the deepwater offshore sector while continuing to upgrade its
shallow water offshore fleet.
→ 2013BOURBON implemented its “Transforming for beyond” plan, to
prepare for its future growth. As part of the transformation project,
BOURBON announced its intention to sell supply vessels for up to
USD2.5 billion, while continuing to operate them for ten years under
a bareboat chartering contract.
→ 2014After a takeover bid, JACCAR Holdings, controlled by Jacques
d’Armand de Chateauvieux, jointly holds with other shareholders
55.8% of BOURBON’s capital and voting rights.
BOURBON successfully completed its first bond issuance (Perpetual
Deeply Subordinated Notes (TSSDI)), for €100 million. This was
followed a year later by a second bond issue for an amount of
€20 million that is part of the same issuance as the initial bonds.
→ 2016In an offshore oil industry marked by the drop in the price of a barrel
of oil, BOURBON’s earnings were strongly impacted by the crisis.
The group was still resilient because of its operational performance
and control of its costs, as well as the end of its “Transforming for
Beyond” action plan, which generated free cash fl ow.
“BOURBON SA” became “BOURBON Corporation SA”.
→ 2017 to 2018:The group initiated discussions with its main financial partners, both
in France and abroad, in order to balance the servicing of its debt
with the expected gradual market recovery and the corresponding
upturn in the group ’s performance.
In February 2018, BOURBON announced its strategic action plan
#BOURBONINMOTION, which will enable the group to remain
competitive and meet its clients’ new requirements in a market
environment which has put all Oil & Gas industry players to the test.
It conducted a reorganization, creating three standalone companies:
Bourbon Marine & Logistics, Bourbon Subsea Services and
Bourbon Mobility.
14 BOURBON 2018 REGISTRATION DOCUMENT
GENERAL INTRODUCTION TO THE GROUP
2
Simplifi ed overview of activities
2. SIMPLIFIED OVERVIEW OF ACTIVITIES
BOURBON provides its clients with marine resources (vessels, equipment, Remotely Operated Vehicles, etc.) and crews, billing its clients for
daily charters under chartering contracts ranging from spot to five-year charters. Several subsidiaries in charge of ship management ensure
the reliability of the fl eet on a daily basis. Supported by two centralized organizations (maintenance in Bucharest and Supply Chain in Dubai),
these subsidiaries ensure that every vessel is certifi ed, manned, supplied and effi ciently maintained.
Furthermore, Bourbon Subsea Services offers its clients integrated contracts which limit the number of interfaces for the client. These contracts
include the provision of IMR vessels and Remotely Operated Vehicles operated by BOURBON personnel, as well as engineering and project
management services. Some services can also be carried out at a fi xed-rate price with a performance undertaking.
Range of services of the group ’s three standalone companies:
BOURBON MOBILITY
252 Crew boats
2.7 Million passengers per year
Offers ultra-fast offshore passenger
transport and light equipment
services at all distances, and offers
a unique transport capacity of
nearly 8,000 passengers per day.
Thus, offers the oil industry a safe,
economical and reliable alternative
to helicopters.
BOURBON MARINE & LOGISTICS
BOURBON SUBSEA SERVICES
87
124
20 MPSVs
25 ROVs
Offers a full range of deepwater
and shallow water offshore
support services: supplying
offshore installations and vessels,
refueling facilities and transportation
of offshore equipment, towage,
anchor handling via platform
positioning, support for floating
production units, and assistance,
salvage and pollution remediation.
Manages complex submarine
operations and offers three main
lines of services: engineering,
underwater operation supervision
and management; oil and gas
field and offshore wind farm
development support; Inspection,
Maintenance and Repair (IMR)
of offshore structures at depths
of up to 4,000 m.
deepwater offshore vessels
shallow water offshore vessels
BOURBON responds to the needs of its clients in the four main stages of the oil & gas life cycle:
Seismic support Personnel transportOff shore installation
and vessel supplyOff shore installation and vessel
supply
Personnel transport Off shore operation engineering and supervision
Off shore installation anchor handling, towage and positioning
Off shore installation anchor handling, towage and positioning
Installation and logistical support for fi eld
development
Support for fl oating production, storage and oil and gas
unloading units
Support for fl oating production, storage and oil and gas
unloading units
Remotely operated vehicle operations
Assistance, salvage and pollution remediation
Assistance, salvage and pollution remediation
Subsea well stimulation Personnel transport Personnel transport
Off shore operation engineering and supervision
Off shore operation engineering and supervision
Remotely operated vehicle operations
Remotely operated vehicle operations
Installation and support for fi eld development
Inspection, maintenance and repair
Employee accommodation
1
SEISMIC STUDY
2
EXPLORATION
3
CONSTRUCTIONS
4PRODUCTION & MAINTENANCE
15BOURBON 2018 REGISTRATION DOCUMENT
GENERAL INTRODUCTION TO THE GROUP2 Activities and business models
3. ACTIVITIES AND BUSINESS MODELS
3 BREAKDOWN OF 2018 ADJUSTED REVENUE BY TYPE OF CLIENT
4%
OTHER
NOCs
IOCs
SUPERMAJORS
CONTRACTORS
49%13%
16%
18%
1 - IOCs: International Oil Companies
2 - NOCs: National Oil Companies
₁
2
BOURBON supplies a wide range of maritime support services for
exploration, production and development of offshore gas and oil
fields, either in shallow water offshore or deepwater offshore.
The group offers local services through its 31 operating subsidiaries,
which are close to clients and their operations. It meets the highest
operational excellence and risk management standards all over the
world. For over 30 years, it has also been protecting the French
coast on behalf of the French navy.
BOURBON’s added value comes from its ability to provide solutions
to all oil and gas clients through a range of maritime services which
reflect its operational excellence and risk management priorities
based on:
3 a modern, diversified fleet of 483 offshore vessels, most of which
were built in series;
3 8.200 employees working under the flag of excellence;
3 a single operations and security management system with a “zero
incidents” goal;
3 a network of local subsidiaries that supports vessel operations
and provides local services to customers.
3.1 MAJOR CLIENTS
BOURBON has a diversifi ed client portfolio that is representative of
the offshore oil and gas industry.
The majority of its clients are the international majors in the industry,
entrepreneurs (or contractors) and national companies, most of
which have been loyal customers for many years. BOURBON
maintains long-term ongoing relationships with these demanding
clients through master agreements or long-term contracts. This
makes BOURBON a “strategic supplier”.
The second type of client is independent companies or international
oil companies (IOCs), with more specifi c needs for smaller and
often shorter-term volumes. Representing 16% of its client portfolio,
BOURBON has close relationships with them.
16 BOURBON 2018 REGISTRATION DOCUMENT
GENERAL INTRODUCTION TO THE GROUP
2
Activities and business models
3.2 GEOGRAPHICAL FOOTPRINT
BOURBON operates in the main oil producing areas, apart from the
US section of the Gulf of Mexico. BOURBON is present in:
3 Africa, in particular the Gulf of Guinea;
3 the Mediterranean Sea;
3 the North Sea;
3 Brazil, Mexico and the Caribbean;
3 India and the Middle-East;
3 South-East Asia.
3 BREAKDOWN OF 2018 ADJUSTED REVENUE BY GEOGRAPHICAL REGION
American
continent
14%
Europe
and Mediterranean /
Middle East
20%55%
Asia
11%
Africa
3.3 ACTIVITIES
3.3.1 Bourbon Marine & Logistics
BOURBON is a leader in the offshore oil maritime services industry,
which relies on a modern, standardized and competitive fleet.
The group applies very high international quality standards in the
provision of both shallow water and deepwater offshore maritime
services. With a fl eet of more than 200 vessels, Bourbon Marine &
Logistics is a “pure player” in offshore oil and gas maritime services.
Having made operational risk management its main priority, this
activity has established a client satisfaction chain process. This
unique organizational model focuses on vessels, in line with the four
pillars of operational excellence:
3 safety of people and equipment, while respecting the environment,
both on land and at sea;
3 competence to ensure service quality;
3 technical availability of the vessels, to ensure service continuity;
3 optimization of costs and fuel consumption (maneuverability
of vessels thanks to azimuth thrusters and reduced diesel fuel
consumption thanks to diesel electric propulsion).
3.3.1.1 The fl eet – vessels dedicated to supporting off shore operations
Anchor Handling Tug Supply vessels (AHTS)
AHTS are used to set up and anchor oil platforms. They have
powerful engines and winches, can tow drilling rigs and barges, lay
and lift anchors, and deploy various pieces of equipment related to
oil and gas production.
Platform Supply Vessels (PSV)
These vessels supply offshore rigs with special equipment and
products. In addition to their large deck area, which enables them to
transport all types of equipment such as irregular sized parcels, they
have considerable storage capacity and optimized fuel consumption.
BOURBON also provides seismic assistance and support services
with a series of six hybrid propulsion seismic support vessels (SSV).
Terminal Tugs
BOURBON’s fleet of terminal tugs is used for assistance, standby
and intervention operations on offshore oil and gas terminals, and
is specialized in FPSO (floating production, storage and unloading
unit) assistance.
3.3.1.2 Coastal protection fl eet These assistance and salvage tugs specialize in the protection of
3,120 km of French coastline and prevent vessel strandings, assist
and rescue vessels in distress and fight against oil pollution. To
carry out their mission of protecting the coastline, these vessels
are equipped with the latest anti-pollution techniques, such as
dispersant tanks, pumps and fl oating dams.
3.3.2 Bourbon Mobility
For over 30 years, Bourbon Mobility has offered major players in the
oil industry ultra-fast offshore passenger transport and light package
services for all distances. With nearly 2.7 million people transported
every year, Bourbon Mobility has established itself as a world leader
in personnel transportation in the oil industry, offering its customers a
safe, economical and reliable alternative to helicopters.
With a unique transport capacity of almost 6,500 seats, the crews
operate a fl eet of more than 250 modern vessels. They manage
the transfer of passengers and ensure their well-being and safety,
overseeing navigation, maintenance and compliance with operational
standards.
To improve the passenger experience and achieve operational
excellence, Bourbon Mobility has defi ned a strategy based on:
3 a standardized training program that enables all crews to reach
the highest level of expertise;
3 a fl eet of high-performance, series-produced vessels that
combine comfort, safety and reliability at speeds ranging from
20 to 45 knots;
17BOURBON 2018 REGISTRATION DOCUMENT
GENERAL INTRODUCTION TO THE GROUP2 Activities and business models
3 a unique network of Surfer Repair Centers as close as possible to
operations to optimize vessel maintenance management.
This activity offers a range of three services:
3 Crewliner
The Crewliner service is the transport service for personnel
between onshore bases and offshore structures over long
distances. To offer complete services, operational standards are
inspired by the aviation industry. New free entertainment services
(games and movies) are being offered this year to passengers on
a dedicated network, accessible from smartphones, tablets and
laptops (upon request from clients).
3 Inter-Field
This service corresponds to the daily transportation of personnel
and light equipment between offshore oil and gas fi elds. Bourbon
Mobility provides the bulk of these around the clock inter-fi eld
services.
3 Rapid intervention services
Fast Intervention Vessels (FSIVs) allow urgent deliveries of small
containers or parcels and transportation of intervention teams.
3.3.3 Bourbon Subsea Services
From chartering vessels to turnkey services, Bourbon Subsea
Services offers oil operators or contractors a complete range of
services to support them at every stage of their oil fi eld’s life, from
surveying and exploration phases, during subsea construction to
offshore operations and dismantling.
This range includes:
3 subsea multipurpose vessels;
3 underwater Remotely Operated Vehicles (ROV) which can
perform operations at depths of up to 4,000 meters;
3 teams of engineers and technicians who can provide solutions
for the installation and maintenance of offshore platforms and
subsea fields, in addition to the installation of equipment and
cables for the offshore renewable energy business.
The teams’ range of skills covers the three main subsea business
lines:
3 engineering, supervision and management of subsea operations;
3 Offshore oil and gas field and wind farm development support;
3 Inspection, Maintenance and Repair (IMR) of offshore structures.
3.3.3.1 The Subsea fl eet
IMR vessels
These are multipurpose vessels mainly used for ultra-deepwater
Installation and Inspection, Maintenance and Repair (IMR) operations.
They can also provide support for wind farms. Bourbon Subsea
Services offers a wide range of vessels with dynamic positioning
technology and cranes with a wave compensation system and a
lifting capacity ranging from 10 t to 250 t at the surface and up to
120 t per 3,500 m of seabed up to 4,000 m deep. Vessels have large
deck and cargo capacity in addition to the capacity to accommodate
over 100 people.
This range of vessels has been specially developed to meet the
needs of oil operators during:
3 exploration for test wells;
3 contractor construction and field development;
3 surface or subsea maintenance of offshore oil and gas fields;
3 emergency situations, including fire protection, surface and
subsea anti-pollution, and personnel safety.
The current generation of Bourbon Evolution 800 vessels benefit
from support of and synergies with the Bourbon Marine & Logistics
activity, and the standardization of propulsion and communication
equipment.
Remote Operated Vehicles (ROV)
Bourbon Subsea Services’ fleet of underwater robots (ROV) includes
three main categories:
3 ROVs for light observation;
3 compact ROVs used for instrumental surveys and light
construction work at depths of between 600 and 2,000 m;
3 ROVs of the UHD (Ultra Heavy Duty) and HD (Heavy Duty) Work
Class type, which enable crews to work and handle packages on
all types of sites at depths of up to 4,000 m with great stability
and precision.
3.3.3.2 Turnkey project engineering and management services
Bourbon Subsea Services also offers recognized expertise in the
engineering of IMR projects on oil fi elds in operation (replacement
of subsea connections, wellheads, cables, small diameter pipe
laying, etc.) and in the management of turnkey projects, especially
on offshore wind farms.
These services include the complex project management and
planning of procedures and the provision of specialized personnel to
manage the operations on board the vessels.
3.4 BUSINESS MODELS AND CONTRACTING MODELS
Maritime services are governed by vessel time chartering contracts
according to which the service is billed on the basis of daily rates.
These services include the provision of the vessel and its crew to the
oil operator for a period of time agreed in advance. These periods
can vary from a few days to several years.
The standard terms of these contracts are set out in a sample contract
created by the BIMCO (Baltic and International Maritime Council),
which is commonly used in the industry. However, BOURBON also
signs framework agreements with the oil majors (Exxon, Chevron,
Total, BP, etc.), through its role as a strategic supplier.
From the start of operations, the performance of the service is closely
monitored by the Contracts Manager who is the client’s main point
of contact. His or her role is to be available at any time to meet client
expectations and enable operational excellence targets to be met.
18 BOURBON 2018 REGISTRATION DOCUMENT
GENERAL INTRODUCTION TO THE GROUP
2
Organisation
Bourbon Subsea Services specificities
The service is contracted as follows:
3 bareboat vessel chartering;
3 chartering vessels with associated crew, crane operator, catering
services, remote operated vehicles and operations management;
3 on a fixed-price basis for some installation contracts, with a
performance commitment and limitation of liability.
Chartering of Remote Operated Vehicle (ROV) are billed on per day
basis and may include additional services such as positioning, survey
services. Other services such as diving are subcontracted.
Vessel and ROV chartering contracts involve an obligation to provide
associated resource with limited liabilities and associated waiver
of recourse.
Engineering services are mostly provided on a lump sum basis and
their liability extends to repeating the study in the event of a defect.
Engineering studies are performed also for vessel charter usually
limited to lifting calculation analysis in order to protect BOURBON
asset and equipment integrity.
For some turnkey contracts, particularly in the field of renewable
energy, BOURBON provides fixed-price installation services subject
to limitation of liability.
4. ORGANISATION
As part of its #BOURBONINMOTION strategic action plan, the group made changes to its organisational structure in 2018. The purpose
of this new organisation is to enable BOURBON to better serve its customers through the creation of three market-specifi c standalone
companies that can implement their own strategies and focus on profi table growth by evolving their models towards more integrated services.
BOURBON CORPORATION
CORPORATE
STANDALONE COMPANIES SHARED SERVICES
PERFORMANCE CONTROLLING
MASTER DATA MANAGEMENT COMMUNICATION
HR DEVELOPMENT
HSE, STANDARD AND BRAND
#BOURBONINMOTION
AUDIT, COMPLIANCE AND RISKS
BOURBON MARINE &LOGISTICS
BOURBON SUBSEA SERVICES
BOURBONMOBILITY
HEAD OFFICE
SUBSIDIARIES
JVS
HEAD OFFICE
SUBSIDIARIES
JVS
HEAD OFFICE
SUBSIDIARIES
JVS
ONE BOURBONSUPPORT FUNCTIONS
ONE BOURBON OPERATIONS
- Treasury and financing
- Consolidation and Accounting
- Taxes
- Legal and insurance
- IT
- HR Services
- Smart Shipping
- Maintenance
- Supply Chain
- Purchasing
- New buildings and innovation
The list of companies in the group and their geographical location is presented in note 5.8 to the consolidated fi nancial statements.
19BOURBON 2018 REGISTRATION DOCUMENT
GENERAL INTRODUCTION TO THE GROUP2 Innovation
5. INNOVATION
As a key factor in the competitiveness and attractiveness of
BOURBON service offering, innovation has always been at the heart
of the group ’s model and strategy.
It has largely contributed to the positioning of BOURBON as leader
in the offshore support vessel market, with the series construction of
vessels from 2008 to 2010. As the fl agships of our standardization
strategy, the Bourbon Liberty, Bourbon Evolution and Bourbon
Explorer series offer our clients optimized quality of execution
compared to traditional AHTS, PSVs and MPSVs. These vessels
share a number of innovative features: reduced fuel consumption, a
cargo capacity increased by around 30% for Bourbon Liberty vessels
(compared to comparable-size vessels), equipment redundancy,
azimuth thrusters, dynamic positioning and excellent maneuverability.
Because maintenance is facilitated by standardization, these modern
vessels guarantee a high level of availability. All these assets generate
significant productivity gains on operations conducted for clients,
efficiently and over the long term.
To reduce costs and optimize the quality of service for our clients, the
group ’s two current main areas of innovation are:
3 Data Management;
3 D igitization of processes.
The group cultivates a collaborative approach to innovation
and works in close cooperation with several of its clients and an
ecosystem of innovative technological partners, such as Kongsberg,
Bureau Veritas, Automated Ships Ltd, Predict, STC Global, etc.
BOURBON has been a digital transformation visionary since
2015 with the creation of the myBOURBON platform, which
allows its customers to access their operational data in real time
(vessel position, contract, fuel consumption, crews, maintenance,
certifi cates, etc.), and it accelerated its digital initiatives in 2017 with
a connected vessel pilot project in Angola. This pilot project gave
birth to the launch of the Smart Shipping program, backbone of the
#BOURBONINMOTION action plan, in 2018. The group has made
it a strategic priority to capitalize on the digital revolution and in order
to set itself apart by connecting the fl eet and reducing costs. This
four-year program is made up of 12 project teams and is deployed
by nearly six ship managers and 30 change offi cers with the mission
of ensuring the proper management of change on board.
With its ambition of revolutionizing our operational model to improve
quality of service while reducing costs, the Smart Shipping program
is present on the three levels of the operational process: the vessel,
local onshore support and remote central support. It was deployed
in pilot mode on six vessels in 2018 and will be introduced on at least
50 vessels in industrial mode in 2019. It should be rolled out on the
Bourbon Marine & Logistics fl eet of over 130 modern Supply vessels
(known as the “Smart Fleet”) by 2022.
BOURBON is aiming to explore, develop and implement technical
and digital solutions to enhance safety and optimize operational
costs while improving the level of operational excellence, thus laying
the foundations for a new generation of autonomous and connected
vessels and 4.0 maritime services .
20 BOURBON 2018 REGISTRATION DOCUMENT
GENERAL INTRODUCTION TO THE GROUP
2
Competitive environment
6. COMPETITIVE ENVIRONMENT
6.1 MARINE SERVICES
There are two types of operators:
3 international players in key global markets (33%)(1) about the total
fl eet (including BOURBON). The main companies are as follows:
Tidewater (United States), Seacor (United States), Solstad
Offshore (Norway), Maersk Supply (Denmark), Edison Chouest
(United States), Hornbeck (United States) and Swire Pacifi c
(Hong Kong);
3 over 500 local operators, each with a fleet made up of a small
number of vessels.
BOURBON is a world leader in the offshore oil and gas services
market owing to the size of its fleet and its geographical positioning.
BOURBON’s vessels are standardized and equipped with Dynamic
Positioning Systems (DP2), diesel electric propulsion engines
and satellite communication systems. BOURBON has one of the
youngest fl eets and the second-largest in number of vessels. Only
four competitors have a fl eet of more than 100 vessels, seven
companies have a fl eet of 50 to 70 vessels, eight companies have
a fl eet of 30 to 50 vessels, 72 companies have a fl eet of 10 to 30
vessels and many other companies have a fl eet of fewer than 10
vessels.
(1) Source: IHS Petrodata, excluding vessels over 30 years old.
BOURBON
Concu
rrent #
1
Concu
rrent #
2
Concu
rrent #
3
Concu
rrent #
4
Concu
rrent #
5
Concu
rrent #
6
Concu
rrent #
7
Concu
rrent #
8
Concu
rrent #
9
Concu
rrent #
10
Number of Supply vessels
0
50
100
150
200
250
3 GEOGRAPHICAL POSITIONING
ASIAMED/
MIDDLE- EAST NORTH SEA AMERICAS AFRICA
BOURBON x x x x x
Concurrent #1 x x x x
Concurrent #2 x
Concurrent #3 x x x x
Concurrent #4 x x x
Concurrent #5 x
Concurrent #6 x
Concurrent #7 x x
Concurrent #8 x x x x
Concurrent #9 x x x x
Concurrent #10 x x x
Source: IHS Petrodata.
21BOURBON 2018 REGISTRATION DOCUMENT
GENERAL INTRODUCTION TO THE GROUP2 Main market trends
7. MAIN MARKET TRENDS
The International Energy Agency (IEA) is forecasting that the oil
market in 2019 will be remain balanced thanks to controlled growth
in supply and demand supported by lower prices. Growth in global
oil demand is increasingly steadily by 1.4 million barrels per day (bpd)
and will reach 100.7 bpd in 2019 (source: IEA). With regard to oil
supply, OPEC and other producing countries adopted a policy to
reduce their supply at the beginning of 2017. In December 2018,
they decided to continue this action for at least the fi rst six months
of 2019, reducing their total production by 1.2 million barrels a day.
This cut in production led to a decline in world stocks and stabilized
oil prices after the sharp drop that began in November 2018. Overall,
the price of a barrel of Brent rose $17 in 2018 compared to the
previous year, from $54 to $71. For 2019, a number of experts see
the price of oil settling at an average of around US$60. The Energy
Information Agency (EIA) is looking at US$62 per barrel, the US
bank Goldman Sachs US$62 per barrel and the World Bank US$67.
In this context, the amount spent by oil companies on exploration
and production capital expenditures increased by 6% in 2018 to
approximately $455 billion. (source: Rystad Energy).
Deepwater off shoreFrom mid-2014 through 2016, oil companies reacted swiftly to the
rapid collapse in the price of oil with cuts to spending on exploration
and production, notably by significantly reducing drilling programs.
Since 2017, the rise in oil prices led to increased demand for
drilling platforms. This trend was further confi rmed in 2018 with the
resumption of investments in exploration and capital expenditure. The
utilization rate of semi-submersible-type drilling rigs and drill ships
increased from 65% in 2017 to 66% in 2018 (source: Clarksons).
The fall in oil prices and the decline in offshore activity since mid-
2014 have seriously affected some of BOURBON’s competitors.
Several companies went bankrupt and their assets were dispersed,
especially in Asia, while others restructured heavily by putting
themselves under the protection of the US Chapter 11 bankruptcy
law. This mechanism enabled certain US companies to clean up
their balance sheets, at the expense of shareholders and financial
partners. Another approach was that taken by Norwegian companies
who chose to consolidate in order to reduce structural costs and
increase volumes.
In an offshore services market with overcapacity, BOURBON fi rst
chose to adapt its operating costs by proactively stacking vessels
without a contract and reactivating them as and when its customers’
activities resumed.
6.2 SUBSEA SERVICES
The major shipowners renegotiated their debt to equity ratios in
2017. The changes to their financial and equity structures could
create charter pricing distortions based on their short-term cash
generation strategy. Non-shipowner companies benefited from
relatively low chartering rates this year but will be exposed when the
market recovers.
Depending on the area of activity, the main competitors are
shipowners such as Maersk Supply (Denmark) and Solstad Offshore
(Norway) when it comes to pure charters, as well as service
integrators such as DOF Subsea (Norway), DeepOcean (Norway)
and Oceaneering (USA).
The world fl eet of IMR/crane vessels includes 284 vessels (source:
IHS Petrodata) with crane capacities of between 40T and 400T. The
market remains highly fragmented, with the two leading shipowners,
Bourbon Subsea Services and Solstad, having 18 vessels respectively.
33% of the fl eet is owned by the nine largest shipowners, and 66%
of the fl eet is owned by 33 shipowners. Seventy shipowners hold
between one and two vessels under a local fl ag.
The Bourbon Subsea Services fl eet is young compared to its
competitors’ and regularly maintained during major refi ts. This
standardized fl eet has been positioned in three geographical areas:
Africa, MMI (Middle East, Mediterranean, India) and Asia, which
minimizes interregional transits. Shipowners with only one or two
vessels are exposed to being single-client companies and do not
have the effects of volume, standardization, and reduced operating
costs.
The Subsea Charter Services activity is distinguished by an obligation
to provide resources, either single vessels, depending on the type
of hoisting, or vessels with remotely operated vehicles. Among the
nine largest shipowners, two have vessels and ROVs: Bourbon
Subsea Services and DOF Subsea. The strength of Bourbon Subsea
Services lies in its control over its vessels, cranes, and ROVs, which
enables it to ensure the reliability and availability of its services. For
this reason, Bourbon Subsea Services, confi dent in its performance,
takes on turnkey contracts.
Service integrators DeepOCean and Oceaneering have chosen
a different vessel chartering strategy vis-à-vis ship owners, taking
advantage of the current overcapacity of the market. In the context
of their services, this involves performing services by taking interface
risks (vessel and ROVs), or completing turnkey projects with
performance targets.
22 BOURBON 2018 REGISTRATION DOCUMENT
GENERAL INTRODUCTION TO THE GROUP
2
Main market trends
UTILIZATION RATE
UNITS UNDER CONSTRUCTION
% OF WORLDWIDE FLEET
Semi-submersible drilling rigs and drill ships
66% (+1 pt)
(2018 vs. 2017) 37 9%
The average age of BOURBON’s deepwater offshore fleet is 11 years, in a global fleet estimated at more than 1,950 units, 10% of which are
over 25 years old (source: IHS Petrodata/BOURBON).
Shallow water off shoreIn this market, activity grew in 2018. The usage rate for jack-ups in 2018 was 71% (source: Clarksons).
UTILIZATION RATE
UNITS UNDER CONSTRUCTION
% OF WORLDWIDE FLEET
Jack Up
71% (+6 pts)
(2018 vs. 2017) 72 13%
To meet the demands of oil operators, the phenomenon of substitution
of old vessels considered obsolete by newer vessels has accelerated
with the crisis. The jackup market has consolidated in favor of the
biggest players on the market such as Borr Drilling, whose fl eet of
recent jackups requires the support of modern vessels.
The accelerated stacking of older vessels during the crisis is visible
when we look at the changes in the fl eet of vessels over 20 years
old. The percentage of stacked vessels in this age group has
risen 9 points over the last three years, while the percentage of
vessels under 10 years old has fallen 9 points. The average age of
BOURBON’s shallow water offshore fleet is eight years, in a global
fleet estimated at more than 1,950 units, 23% of which are over 25
years old (source: IHS Petrodata/BOURBON).
Stacked worldwide fleetAn analysis of the worldwide fleet of vessels dedicated to supporting
offshore operations (AHTSs and PSVs, tugs and vessels over 30
years old excluded - source: IHS Petrodata) shows that out of an
estimated fleet of 3,100 vessels worldwide, 780 (25% of the fleet)
are stacked (moored dockside, crewless or having suspended their
navigation and classification certificates).
Some of its vessels are over 15 years old, and there is very little
chance that they will be able to return to the market. The issue
of technological obsolescence and vessel reactivation costs are
important parameters when owners decide whether a vessel will be
able to return to the market.
This analysis shows that there is uncertainty surrounding the ability
of stacked vessels to return to the market and hence the balance
between supply and demand.
In this context, BOURBON has adopted a rigorous maintenance
policy for its stacked vessels, grouping them into clusters and
assigning them dedicated maintenance teams tasked with preserving
the integrity of the assets and enabling BOURBON to reactivate
vessels quickly to meet market demand.
Furthermore, of the 241 vessels ordered worldwide in 2018 (source:
Clarksons), the share of vessels ordered by BOURBON is not
significant, with only two vessels due to be delivered. For the record,
BOURBON’s share was 5% in 2012 and 4.2% in 2013, < 2.7% in
2014 and 0.5% in 2015.
23BOURBON 2018 REGISTRATION DOCUMENT
1. ACTIVITIES AND HIGHLIGHTS 26
1.1 Highlights 26
1.2 Signifi cant events after the end of the reporting period 27
2. RESULTS 27
2.1 Financial performance 27
2.2 Results by business 30
2.3 Growth strategy 32
2.4 BOURBON Corporation SA results 33
2.5 Change in accounting methods 34
2.6 Outlook 34
3. REPORT OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE 34
3.1 Separation of the functions of Chairman and Chief
Executive Offi cer – powers of the Chief Executive Offi cer 34
3.2 Manner in which the Board of Directors plans and
organizes its work, terms of offi ce and functions of
corporate offi cers 36
3.3 Principle of governance 54
3.4 Manne r in which the Board of Directors plans and
organizes its work, diversity of the Board of Directors 55
3.5 Assessment of the Board of Directors and the committees 57
3.6 Specialized committees of the Board of Directors 58
3.7 Compensation and benefi ts of corporate offi cers for
the year ended December 31, 2018 60
3.8 Principles and criteria for the determination, distribution
and allocation of the fixed, variable and exceptional
components of total compensation and benefi ts of any
kind payable to Executive Directors in 2019 66
3.9 Application of the AFEP-MEDEF corporate Governance
Code: summary table 69
3.10 Shareholder participation in the shareholders’ meeting 70
3.11 Factors that could have an impact in the event of
a public offer 70
3.12 Agreements made, directly or by any intermediary
person, between, fi rstly, one of the corporate offi cers
or one of the shareholders with a fraction of the voting
rights greater than 10% of a company and, secondly,
another company in which the fi rst directly or indirectly
possesses more than half of the capital,
with the exception of agreements covering current
transactions and concluded under normal conditions 71
4. CONTROL ENVIRONMENT 73
4.1 General organization of internal control 73
4.2 Managing internal control 74
4.3 Statutory Auditors 75
4.4 Risk management 75
4.5 Compliance 75
24 BOURBON 2018 REGISTRATION DOCUMENT
3MANAGEMENT REPORT
5. RISK FACTORS 76
5.1 Risks related to the offshore oil and gas marine services
market 76
5.2 Risks relating to BOURBON’s activity 79
5.3 BOURBON Legal risks 81
5.4 Ethical and non-compliance risks 81
5.5 Financial risk management objectives and policy 82
5.6 Insurance cover for risks 89
6. STATEMENT OF NON-FINANCIAL PERFORMANCE 90
6.1 Social information 90
6.2 Societal information 95
6.3 Environmental information 97
6.4 Note on social and environmental reporting methodology 99
7. BOURBON CORPORATION SA AND ITS SHAREHOLDERS 101
7.1 Share capital and shareholder base 101
7.2 Dividends paid for the last three fi scal years 101
7.3 Transactions in the company’s securities 102
7.4 Factors that could have an impact in the event
of a public offer 103
8. REPORT EXPLAINING THE BOARD OF DIRECTORS’ RESOLUTIONS PROPOSED TO THE COMBINED SHAREHOLDERS’ MEETING OF JUNE 28, 2019 103
8.1 Approval of the fi nancial statements for the year ended
December 31, 2018 103
8.2 Appropriation of net income 103
8.3 Related party agreements 104
8.4 Directors’ terms of offi ce 104
8.5 Approval of the principles and criteria for determining,
allocating and granting the components of Executive
Director compensation (Chairman of the Board of
Directors and Chief Executive Offi cer) 104
8.6 Approval of the components of compensation paid
or granted in respect of the fi scal year ended
December 31, 2018 to Jacques d’Armand de
Châteauvieux, Chairman of the Board of Directors,
Gaël Bodénès, Chief Executive Offi cer, and
Astrid de Lancrau de Bréon, Chief Financial Offi cer 104
8.7 Share buyback program – cancellation of treasury shares 104
8.8 Delegation of fi nancial authority 105
8.9 Realignment of the company’s bylaws 106
25BOURBON 2018 REGISTRATION DOCUMENT
MANAGEMENT REPORT3 Activities and highlights
1. ACTIVITIES AND HIGHLIGHTS
1.1 HIGHLIGHTS
On February 12, 2018, the Board of Directors of BOURBON
Corporation approved the new #BOURBONINMOTION strategic
action plan , which began at the end of 2017. This plan should help
the group in terms of competitiveness and the new demands of
its clients in a market environment that has been challenging to all
players in the Oil & Gas industry. BOURBON’s goal is to accelerate its
transformation in order to be ready for the expected recovery.
The fi rst plan was based on three priorities and broadened to cover
the fi nancial aspect. It represents a total investment of €75 million
over three years.
This plan is now based on four priorities:
3 better serve clients through development of its business model
to include more integrated services, and the reorganization of
the group ’s activities into three standalone companies: Bourbon
Marine & Logistics, Bourbon Mobility, and Bourbon Subsea
Services. These three companies have now implemented their
own strategies. A Chief Executive Offi cer was appointed to
oversee each of these entities in 2018, along with a management
team. Their objective: to deliver profi table growth through:
3 integrated logistical services for Bourbon Marine & Logistics,
which won its fi rst contract in an exploration campaign, as
well as several chartering contracts that include performance
bonuses linked to fuel economy,
3 the transformation of the “passenger” experience for Bourbon
Mobility, which offers new client services aboard its Surfers,
such as access to entertainment through an interactive
platform,
3 light turnkey projects and integrated solutions for Bourbon
Subsea Services. Bourbon Subsea Services installed the
fi rst fl oating wind turbine for the Kincardine offshore wind
farm in Scotland in 2018, and won a turnkey contract for
the installation of the Windfl oat Atlantic fl oating wind farm in
October 2018, in Portugal.
The three new standalone companies have privileged market
access through numerous existing partnerships in the main
countries where BOURBON currently operates;
3 capitalize on digital transformation by connecting the fl eet of
vessels to stand out, improve operational excellence, and reduce
costs. With the help of the Smart Shipping program that is currently
being deployed, by 2022, the Bourbon Marine & Logistics fl eet
of 133 modern Supply vessels (called the Smart Fleet) will be
connected. This program is structured around four main projects:
automating dynamic positioning systems, simplifying on-board
processes, optimizing maintenance, and land-based as well as
remote operational support. The investments made will result
in a 25% sustainable reduction in vessel operating costs. It will
rely on technological partnerships such as those entered into
with Kongsberg in 2017 or Bureau Veritas in 2018. At the end of
2018, BOURBON had already converted its fi rst vessels to Smart
Shipping, and will step up the conversions in 2019;
3 meet the human challenge involved in the scope of the
#BOURBONINMOTION plan. On three fronts:
3 redefi ning organization and governance,
3 deploying a specifi c internal communication plan,
3 supporting the growth of the group ’s culture,
3 rediscovering fi nancial agility.
In addition to its fi nancial restructuring, the Bourbon Group
is committed to optimizing its fi nancial operations, including
the creation of shared service centers for the three standalone
companies that are newly created. BOURBON is also working on
optimizing its cash fl ow, reducing its general costs, and disposal
of non-strategic assets.
Regarding the group ’s fi nancial restructuring, on March 15, 2018,
BOURBON announced that it had initiated discussions with its
main financial partners, both in France and abroad, to balance the
servicing of its debt with the expected gradual market recovery and
the corresponding upturn in the group ’s performance.
On April 20, 2018, the General Meeting of holders of Perpetual Deeply
Subordinated Fixed- to Floating-rate Notes issued by BOURBON
Corporation SA (TSSDIs) authorized Bourbon Corporation to
postpone payment of interest due for an amount of about €3.867
million, due on April 24, 2018, to April 24, 2019. The interest carried
interest from October 24, 2018 (inclusive) until April 24, 2019
(exclusive) at the rate applicable to the TSSDIs.
On July 10, 2018, BOURBON announced that a general waiver was
fi nalized with lessors and debt holders representing the majority of its
debt, thus allowing the group to withhold the payments of its loans
and the servicing of its debt.
26 BOURBON 2018 REGISTRATION DOCUMENT
MANAGEMENT REPORT
3
Results
This general waiver demonstrates the motivation of all stakeholders
to reach an appropriate restructuring of the debt, while preserving
cash and operating within a secured legal framework. It allows
BOURBON to stay focused on its operational priorities and on the
implementation of its strategic plan, #BOURBONINMOTION.
On November 2, 2018, having received no confi rmation of the renewal
of the general waiver, the group announced that the presiding judge
of the Marseille Commercial Court allowed the initiation of conciliation
proceedings for the 22 subsidiaries of BOURBON Corporation SA.
BOURBON also confi rmed that it was actively engaged in discussions
with its debt holders, and seeking new fi nancing to ensure its
development and the implementation of its strategic plan; the terms
of this possible new fi nancing, including amounts and structures
(debt instruments / capital instruments) was not yet determined.
1.2 SIGNIFICANT EVENTS AFTER THE END OF THE REPORTING PERIOD
On January 3, 2019, BOURBON announced that it had renewed
the general waiver with its lessors and debt holders representing
the majority of the group ’s debt, thus allowing it to suspend the
payments of its loans and debt.
BOURBON also confi rmed that the discussions with its main fi nancial
partners and the active search for new fi nancing were ongoing, so
that it can balance the servicing of its debt with its performance.
In this context, several offers subject to conditions, notably due
diligence, have been received by the group , proposing in particular
new fi nancing and a debt reduction including, for some of them,
conversion of part of this debt into equity.
At this stage, the terms and conditions of these offers, including
their fi nancial parameters, are being evaluated by the group and
its advisors. March 13th, 2019, the Board of Directors carried out a
preliminary review of these propositions. BOURBON specifi es that
no decision or commitment has been made and that no exclusivity
has been granted to any of the fi nancial partners it is in discussion
with.
The group remains confi dent in its ability to fi nd such a solution and
will notify the market in due time in accordance with regulations.
On April 17, 2019, the General Meeting of TSSDI holders authorized
BOURBON Corporation SA to defer the April 2018 payment, due on
April 24, 2019, to July 24, 2019 (the Deferred April 2018 Interest),
after acknowledging the decision of the General Meeting of TSSDI
holders of April 20, 2018 which approved deferment of the interest
payment amounting to €3.867 million due on April 24, 2018 for the
TSSDIs (the “April 2018 Payment”) to April 24, 2019.
Therefore, the interest accrued for the Interest Period running from
October 24, 2017 (included) to April 24, 2018 (excluded) will be paid
on July 24, 2019 (the “Deferred April 2018 Interest”). The Deferred
April 2018 Interest will accrue interest, from the Date of Payment
of Interest, October 24, 2018 (included) and until July 24, 2019
(excluded) at the rate applicable to the TSSDIs, on the Interest
Payment Date in question (the “Additional April 2018 Interest”).
The Additional April 2018 Interest will mature and be payable on
July 24, 2019.
2. RESULTS
2.1 FINANCIAL PERFORMANCE
Segment information and the reconciliation of adjusted financial information with the consolidated financial statements are presented in note 4
to the consolidated financial statements.
2018 2017CHANGE
2018/2017 CHANGE %
Operational indicators
Number of vessels (FTE)* 500.1 511.5 (11.4) -2.2%
Total fl eet in operation (FTE) 317.1 333.7 (16.6) -5.0%
Number of stacked vessels (FTE) 182.9 178.2 4.7 +2.6%
Utilization rate of fleet in operation(1) 82.3% 82.4% -0.1 pt
Average utilization rate(2) 52.2% 53.7% -1.5 pt
Average daily rate $/d 7,942 8,725 (783) -9.0%
* FTE: Full Time Equivalent.
(1) Utilization rate of the fl eet in operation: over a period, number of revenue-generating days divided by the number of calendar days, for non-stacked
vessels.
(2) Utilization rate: over a period, the number of revenue-generating days, divided by the number of calendar days.
27BOURBON 2018 REGISTRATION DOCUMENT
MANAGEMENT REPORT3 Results
(in € millions, unless otherwise noted) 2018 2017CHANGE €
MILLION CHANGE %
Financial performance
Adjusted Revenues 689.5 860.6 (171.1) -19.9%
(change at constant rate) -13.0%
Operational and general costs (546.9) (608.3) 61.4 -10.1%
Adjusted EBITDAR (ex. cap. gain) 142.7 252.4 (109.7) -43.5%
As a % of adjusted revenues 20.7% 29.3% -8.6 pts
Bareboat charters (148.3) (164.4) 16.1 -9.8%
Adjusted EBITDA (4.3) 87.8 (92.1) -104.9%
Impairment (75.7) (196.8) 121.1 -61.5%
Adjusted EBIT (313.9) (403.9) 90.0 -22.3%
EBIT (320.3) (406.6) 86.3 -21.2%
Net income (group share) (457.8) (576.3) 118.5 -20.5%
For definitions of financial indicators, refer to the financial glossary presented in note 6 to the consolidated financial statements.
2.1.1 For the income statement
Adjusted revenues came out at €689.5 million, representing a decline
of 19.9% on the previous year, impacted by an unfavorable exchange
rate, the reduction in the number of chartering days, project delays
in Subsea activity and delays in reactivating our vessels. At constant
exchange rates, the decline in revenue would have been 13%.
The number of stacked vessels and the utilization rate of the fl eet in
operation have stabilized, refl ecting reactivations and a timid market
recovery.
Operating and general costs have continued to decrease thanks
to the deployment of the #BOURBONINMOTION plan and the
Smart G&A program in particular. Implemented in October 2018,
this program should lead to additional full-year savings in general
costs, in addition to the 35% savings already generated since 2014.
Operating and general costs were, however, impacted in 2018 by
transformation costs due to the efforts to streamline our operating
companies and onshore maintenance bases as well as additional
expenses related to ongoing discussions with fi nancial partners.
As a result, the EBITDAR/adjusted revenues margin amounted
to 20.7%, down by 8.6 points on the previous year. At constant
exchange rates, the decline would have been 3.1 points to 26.2%.
Adjusted EBIT for 2018 registered an impairment loss of -€75.7
million, following impairment tests carried out as of December 31,
2018 and exceptional impairment recorded for certain non-strategic
vessels held for sale.
Net income, group share, stood at -€457.8 million compared to
-€576.3 million in the previous year. It includes a fi nancial loss of
-€116.6 million.
2.1.2 Balance Sheet Statement
CONSOLIDATED CAPITAL EMPLOYED (in € millions) 12.31.2018 12.31.2017
Net non-current Assets 1,704.1 2,028.3
Non-current Assets held for sale 12.0 -
Working capital (79.0) 102.0
TOTAL CAPITAL EMPLOYED 1,637.1 2,130.3
Shareholders’ equity 201.0 643.6
Non-current liabilities (provisions and deferred taxes) 158.5 121.5
Net debt 1,277.6 1,365.2
TOTAL CAPITAL EMPLOYED 1,637.1 2,130.3
In addition to usual depreciation and amortization, net non-current
assets decreased by €312.2 million, in line with our desire to
streamline our fl eet by disposing of “non-smart” and non-strategic
vessels. Ten vessels were sold and six scrapped. This decrease
is also related to impairment losses recorded as of December 31,
2018.
The working capital requirement was negative at -€79.0 million
compared to +€102 million as of December 31, 2017, mainly due
to the unpaid bareboat charter debt, inventory reductions and the
decrease in trade receivables.
Consolidated shareholders’ equity amounted to €201.0 million as
of December 31, 2018, down by €442.6 million due to the loss
recorded for the year.
In accordance with IFRS, €1,052.2 million in borrowings were
reclassifi ed as current liabilities as of December 31, 2018. These are
the loans which are the subject of ongoing discussions and covered
by a general waiver, borrowings for which payments have been
suspended and borrowings that have contractual clauses which may
entail early repayment.
28 BOURBON 2018 REGISTRATION DOCUMENT
MANAGEMENT REPORT
3
Results
2.1.3 Cash flow
SIMPLIFIED CASH FLOW STATEMENT (in € millions) 2018 2017
Cash fl ow from operating activities
consolidated net income (loss) (451.3) (608.9)
cash fl ow from operating activities 587.2 759.6
Net cash fl ow from operating activities (A) 135.8 150.7
Cash flow from investing activities
Acquisition of property, plant and equipment and intangible assets (47.1) (47.1)
Sale of property, plant and equipment and intangible assets 13.5 24.2
Other cash flow from investing activities 2.0 20.6
Net cash flow from investing activities (B) (31.7) (2.3)
Cash fl ow from fi nancing activities
net increase (decrease) in borrowings (75.3) 94.1
Perpetual bond issue - -
Dividends paid to parent company shareholders - (8.5)
Dividends paid to non-controlling interests (3.5) (7.6)
Cost of net debt (17.8) (56.2)
other cash fl ow from fi nancing activities 1.0 (0.2)
Net Cash fl ow used in fi nancing activities (C) (95.5) 21.6
Impact from the change in exchange rates and other reclassifi cations (D) (2.6) 9.0
Change in net cash (A) + (B) + (C) + (D) 6.0 179.0
Consolidated cash remained generally stable over 2018 with a slight €6 million increase:
3 the positive cash fl ows generated by operations, at €135.8 million benefi ted from the bareboat charter payment suspension;
3 vessel sales (including eight “non-smart” vessels and two non-strategic vessels) enabled cash infl ows of €13.5 million, whilst planned vessel
dry dock expenses and other investments remained at the same level as the previous year. Cash fl ows used in investing activities amounted
to -€31.7 million;
3 cash fl ows used in fi nancing activities were -€95.5 million. These mainly refl ect the suspension of the servicing of the majority of the group ’s
debt within the context of ongoing negotiations with its lessors and lenders.
In the context of the discussions for the restructuring of its debt,
several offers under conditions, notably due diligence, have been
received by the group , proposing in particular new fi nancing and a
debt reduction including, for some of them, conversion of part of this
debt into equity.
At this stage, the terms and conditions of these offers, including
their fi nancial parameters, are being evaluated by the group and its
advisors. On March 13, 2019, the Board of Directors carried out
a preliminary review of some of these propositions. BOURBON
specifi es that no decision or commitment has been made and that
no exclusivity has been granted to any of the fi nancial partners it is
in discussion with. The Company remains confi dent in its ability to
fi nd such a solution and will notify the market in due time according
to regulation.
This situation raises a material uncertainty concerning the continuity
of operations. The group has, however, prepared its consolidated
fi nancial statements at December 31, 2018 with the going concern
assumption given:
3 its confi dence in the outcome of the discussions with its lessors
and debt-holders;
3 the receipt of several proposals subject to conditions as part of
the active search for new fi nancial partners;
3 The cash fl ow generated by the business allowing the group to
meet its current operating needs over the next 12 months.
29BOURBON 2018 REGISTRATION DOCUMENT
MANAGEMENT REPORT3 Results
2.2 RESULTS BY BUSINESS
2.2.1 Bourbon Marine & Logistics
2018 2017CHANGE 2018 VS.
2017 CHANGE %
Operational indicators
Number of vessels (FTE)* 214.5 220.5 (6.0) -2.7%
Total fl eet in operation (FTE) 126.7 123.6 3.1 +2.5%
Number of stacked vessels (FTE) 87.8 96.9 (9.1) -9.4%
Utilization rate of fleet in operation(1) 87.1% 87.4% -0.3 pt
Average utilization rate(2) 51.4% 49.0% +2.4 pts
Average daily rate $/d 10,378 11,542 (1,164) -10.1%
* FTE: Full Time Equivalent.
(1) Utilization rate of the fl eet in operation: over a period, number of revenue-generating days divided by the number of calendar days, for non-stacked
vessels.
(2) Utilization rate: over a period, the number of revenue-generating days, divided by the number of calendar days.
(in € millions, unless otherwise noted) 2018 2017CHANGE €
MILLION CHANGE %
Financial performance
Adjusted revenues* 357.3 411.2 (53.9) -13.1%
Operational and general costs (283.9) (304.9) 21.0 -6.9%
Adjusted EBITDAR* (ex. cap. gain) 73.3 106.2 (32.9) -31.0%
As a % of adjusted revenues 20.5% 25.8% -5.3 pts
Bareboat Charters (104.6) (119.0) 14.4 -12.1%
Adjusted EBITDA* (30.6) (13.2) (17.4) ns
Impairment (69.0) (167.2) 98.2 -58.8%
Adjusted EBIT* (224.2) (358.1) 133.9 -37.4%
* For definitions of indicators, refer to the financial glossary presented in note 6 to the consolidated financial statements.
The 2018 results refl ect activity stabilization, with average utilization
rates up 2.4 points compared to 2017, mainly driven by the Shallow
water offshore activity. Six vessels have also been reactivated.
The 13.1% decrease in adjusted revenues is mainly due to the
decrease in average daily rates corresponding to the renewals of old
contracts at current market rates. However, the new contracts were
signed at stable or very slightly increased rates at the end of 2018.
The reduction in costs amounts to almost 7%, mainly due to
the adaptation of the cost structure to the decrease in revenue
(site restructuring and closure) as well as the start of the Smart
Shipping program leading to the reduction in on-board crews and
improvements to safety and technical reliability.
The sale of eight “non-smart” vessels took place at a slower pace
than expected, due to the overcapacity in the OSV vessel market.
2.2.2 Bourbon Mobility
2018 2017CHANGE 2018
VS. 2017 CHANGE %
Operational indicators
Number of vessels (FTE)* 265.3 269.0 (3.7) -1.4%
Total fl eet in operation (FTE) 175.6 193.9 (18.3) -9.4%
Number of stacked vessels (FTE) 89.7 75.1 14.6 +19.4%
Utilization rate of fleet in operation(1) 80.2% 79.0% +1.2 pt
Average utilization rate(2) 53.1% 56.9% -3.8 pts
Average daily rate $/d 4,308 4,418 (110) -2.5%
* FTE: Full Time Equivalent.
(1) Utilization rate of the fl eet in operation: over a period, number of revenue-generating days divided by the number of calendar days, for non-stacked
vessels.
(2) Utilization rate: over a period, the number of revenue-generating days, divided by the number of calendar days.
30 BOURBON 2018 REGISTRATION DOCUMENT
MANAGEMENT REPORT
3
Results
(in € millions, unless otherwise noted) 2018 2017CHANGE €
MILLION CHANGE %
Financial performance
Adjusted revenues* 187.7 216.3 (28.6) -13.2%
Operational and general costs (155.4) (160.8) 5.4 -3.4%
Adjusted EBITDAR* (ex. cap. gain) 32.3 55.4 (23.1) -41.8%
EBITDAR / Revenues 17.2% 25.6% -8.4 pts
Bareboat charters - - - -
Adjusted EBITDA 33.2 55.5 (22.3) -40.2%
Impairment (5.2) (9.8) 4.6 -46.9%
Adjusted EBIT (33.8) (16.4) (17.4) +106.2%
* For definitions of indicators, refer to the financial glossary presented in note 6 to the consolidated financial statements.
Down by 13.2% compared to 2017 (including -5 pts due to
exchange rate effects), 2018 adjusted revenues was mainly
impacted by a slower than expected reactivation of Surfers and
a higher maintenance and repair activity than 2017 (notably large
long- distance crewliner-type transport vessels).
As the fl eet’s technical availability rate deteriorated in 2018,
Bourbon Mobility carried out signifi cant efforts to streamline
onshore maintenance bases to prepare for the recovery and raise
our operating standards, notably with the opening of a new base in
Angola and the temporary expansion of the Congo base. Margins
were down 8.4 points, directly impacted by the decrease in the
number of chartering days.
Business recovery is manifest in certain markets, including Nigeria
and Congo, and is expected to sustainably consolidate across all
West Africa. In this context, the teams began to reactivate and
reposition Surfers in West Africa, in order to meet the new demand.
2.2.3 Bourbon Subsea Services
2018 2017CHANGE 2018 VS.
2017 CHANGE %
Operational indicators
Number of vessels (FTE)* 20.3 22.0 (1.7) -7.7%
Total fl eet in operation (FTE) 14.8 15.8 (1.0) -6.3%
Number of stacked vessels (FTE) 5.5 6.2 (0.7) -11.3%
Utilization rate of fleet in operation(1) 66.5% 84.4% -17.9 pts
Average utilization rate(2) 48.5% 60.7% -12.2 pts
Average daily rate $/d 32,592 35,328 (2,736) -7.7%
* FTE: Full Time Equivalent.
(1) Utilization rate of the fl eet in operation: over a period, number of revenue-generating days divided by the number of calendar days, for non-stacked
vessels.
(2) Utilization rate: over a period, the number of revenue-generating days, divided by the number of calendar days.
(in € millions, unless otherwise noted) 2018 2017CHANGE €
MILLION CHANGE %
Financial performance
Adjusted revenues* 133.6 220.1 (86.5) -39.3%
Operational and general costs (100.1) (134.1) 34.0 -25.4%
Adjusted EBITDAR* (ex. cap. gain) 33.4 86.0 (52.6) -61.1%
As a % of adjusted revenues 25.0% 39.1% -14.1 pts
Bareboat charters (43.7) (45.4) 1.7 -3.7%
Adjusted EBITDA (10.5) 40.6 (51.1) ns
Impairment (1.6) (19.8) 18.2 -92.1%
Adjusted EBIT (54.4) (27.6) (26.8) +96.6%
* For definitions of indicators, refer to the financial glossary presented in note 6 to the consolidated financial statements.
31BOURBON 2018 REGISTRATION DOCUMENT
MANAGEMENT REPORT3 Results
Activity saw a signifi cant decrease in 2018, impacted by the
reduction in the order book for oil and gas fi eld construction from
contractors, and the increase in market access constraints. The
decrease of almost 40% in 2018 adjusted revenues is mainly due
to the weakness of activity and as a result utilization rates, project
delays that started in Q3 and the sale of one vessel. In these market
conditions, Bourbon Subsea Services will continue to consider
selling its oldest vessels.
Currently repositioned in three geographic zones (West Africa,
Mediterranean/Middle East-India and South-East Asia), the fl eet
allows for fl exible management of different market dynamics.
Having installed the fi rst 2.4 MW fl oating wind turbine in Scotland,
Bourbon Subsea Services will continue to diversify in 2019, notably
in Offshore wind turbines in Portugal. Turnkey projects represented
almost 6% of 2018 revenue.
2.2.4 Other
(in € millions, unless otherwise noted) 2018 2017CHANGE €
MILLION CHANGE %
Financial performance
Adjusted revenues* 10.9 13.1 (2.2) -16.7%
Operational and general costs (7.3) (8.3) 1.0 -12.0%
Adjusted EBITDAR* (ex. cap. gain) 3.6 4.7 (1.1) -23.5%
As a % of adjusted revenues 33.1% 36.1% -2.9 pts
Adjusted EBITDA 3.6 4.9 (1.3) -25.5%
Adjusted EBIT (1.6) (1.8) 0.2 -13.3%
* For definitions of indicators, refer to the financial glossary presented in note 6 to the consolidated financial statements.
“Other” activities are those that do not fi t into the Marine & Logistics, Mobility or Subsea Services segments. The majority of the total represents
earnings from ship management activities.
2.3 GROWTH STRATEGY
Continuation and acceleration of the #BOURBONINMOTION strategic plan launched in early 2018
BOURBON became the leader in offshore oil and gas marine
services following a long development program marked by significant
investments in innovative vessels, which are series-produced to
enable better control over operations and customer costs.
With the fall in the price of a barrel in 2014, the oil industry experienced
its most serious crisis in the past 30 years. The offshore services
market was hit hard and contracted by 30 to 40% in three years.
BOURBON is convinced that, once the crisis is over, the offshore
services sector’s current model will have changed. For this reason,
on February 13, 2018, BOURBON Corporation SA presented its
#BOURBONINMOTION strategic action plan, which will enable the
group to remain competitive and meet its clients’ new requirements.
The plan represents a total investment of €75 million over three years:
It is now based on four priorities:
3 providing better service to clients through changes to its business
model to enable more services and reorganization of the group ’s
activities into three distinctive subsidiaries: Bourbon Marine
& Logistics, Bourbon Subsea Services and Bourbon Mobility.
These three companies have now implemented their own
strategies. A Chief Executive Offi cer was appointed to each of
these entities in 2018, as well as a management team. They will
focus on profitable growth through the development of their
models towards integrated services in the areas of:
3 integrated logistical services for Bourbon Marine & Logistics,
which won its fi rst integrated logistics contract in an exploration
campaign, as well as several chartering contracts that include
performance bonuses linked to fuel economy,
3 the transformation of the “passenger” experience for Bourbon
Mobility, which offers new client services aboard its Surfers,
such as access to entertainment through an interactive
platform,
3 light turnkey projects and integrated solutions for Bourbon
Subsea Services. Bourbon Subsea Services installed the fi rst
fl oating wind turbine for the Kincardine offshore wind farm in
Scotland in 2018, and also won a turnkey contract for the
installation of the Windfl oat Atlantic fl oating wind farm in
October 2018, in Portugal.
The three new standalone subsidiaries benefit from privileged
market access thanks to the numerous partnerships already in
place in the main countries where BOURBON currently operates,
in accordance with the rules of the countries involved, particularly
in terms of local regulations;
3 capitalizing on the digital revolution to stand out through a
connected fleet and reduce operating costs with the aim of
improving operational excellence at the optimum cost, the “Smart
Shipping” program will connect Bourbon Marine & Logistics’ fleet
of 133 modern supply vessels (termed the “smart fleet”) by 2022.
It is structured around four main projects: automation of dynamic
positioning systems, simplification of on-Board processes,
optimization of maintenance and onshore and remote operational
support. The investments carried out will result in a sustainable
reduction in vessel operating costs. It will rely on technological
partnerships such as those entered into with Kongsberg in 2017
or Bureau Veritas in 2018.
32 BOURBON 2018 REGISTRATION DOCUMENT
MANAGEMENT REPORT
3
Results
At the end of 2018, BOURBON had converted its fi rst vessels to
Smart Shipping, and will step up the conversions in 2019, resulting
in a sustainable reduction in vessel operating costs of 25%;
3 rediscovering fi nancial agility.
In addition to its fi nancial restructuring, the group is committed
to optimizing its fi nancial operations, including the creation of
shared service centers for the three newly created subsidiaries.
BOURBON is also working on optimizing its cash fl ow, reducing
its general costs, and disposing of non-strategic assets;
3 meet the human challenge involved in the scope of the
#BOURBONINMOTION plan. On three fronts:
3 redefi ning organization and governance,
3 deploying a specifi c internal communication plan,
3 supporting the growth of the group ’s culture.
2.4 BOURBON CORPORATION SA RESULTS
The Company had no revenue in 2018. The operating loss of €7.1
million was down compared to the previous year’s loss of €8.8 million.
Financial income was -€2.9 million, a sharp drop of nearly €52 million
from the previous year. This drop is primarily related to financial
income from investments, which fell €49.5 million from the previous
year, and the interest expense on the bond issue, which was up
€2.3 million.
Non-recurring income was -€0.2 million.
As a result, net income for the year was -€1.3 million, due mainly to
the decline in fi nancial income.
No expense referred to in Articles 39.4 and 223 quarter of the French
General Tax Code was identified.
Information on BOURBON Corporation SA payment terms
In accordance with Article L. 441-6-1 of the French Commercial Code, information relating to the payment period of suppliers and customers
at December 31, 2018 is shown in the table below:
(in euros)
ARTICLE D. 441 L.-1: INVOICES RECEIVED, OUTSTANDING
AND PAST DUE AT YEAR-END
ARTICLE D. 441 L.-2°: INVOICES ISSUED, OUTSTANDING
AND PAST DUE AT YEAR-END
0 DAYS (REFERENCE)
1 TO 30 DAYS
31 TO 60 DAYS
61 TO 90 DAYS
91 DAYS OR MORE
TOTAL (1 DAY OR
MORE)0 DAYS
(REFERENCE)1 TO 30
DAYS31 TO 60
DAYS61 TO 90
DAYS91 DAYS
OR MORE
TOTAL (1 DAY OR
MORE)
(A) Late payment ranges
Number of invoices
concerned0 8 0 0
Total amount incl.
tax of all invoices
concerned
0 4,990 - 0 0 4,990 0 0 0 0 0 0
Percentage of
total amount of
purchases for
the year
0.0% 0.1% 0.0% 0.0% 0.0% 0.1%
Percentage of
revenues for
the year
0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
(B) Invoices excluded from (A) relating to disputed or unrecorded liabilities and receivables
Number of invoices
excluded0 0
Total amount
incl. tax of
excluded invoices
0 0
(C) Reference payment periods used (contractual or statutory period – Article L. 441-6 or Article L. 443-1 of the French Commercial Code)
Reference
payment periods
used to calculate
late payments
Contractual periods Contractual periods
33BOURBON 2018 REGISTRATION DOCUMENT
MANAGEMENT REPORT3 Report of the Board of Directors on Corporate Governance
2.5 CHANGE IN ACCOUNTING METHODS
There is no change in accounting method to report.
2.6 OUTLOOK
After four years of drastic reductions, the oil and gas majors have
started to increase their investment commitments again, mainly
focusing on Deepwater offshore drilling campaigns and maintenance
activities for Shallow water offshore fi elds in particular. This recovery
is already seen in demand for OSV vessels in several market
segments and several regions, notably West Africa, the Caribbean
zone and the North Sea.
However, it will only be sustainable if the market manages to absorb
the global vessel overcapacity and if the main Offshore services
players fi nd fi nancial solutions to allow them to reactivate the most
modern vessels.
In this complex environment, BOURBON is focusing on its
#BOURBONINMOTION strategic action plan, which will enable
it to regain room for maneuver and position itself in order to take
advantage of the recovery under optimum competitive conditions.
The fi rst results for the various focus points of the action plan are
tangible:
3 service-oriented business models: the fi rst successes have been
recorded. An integrated logistics contract has just been signed
by Bourbon Marine & Logistics with Shell in Bulgaria, Bourbon
Mobility is currently deploying its fi rst on-board entertainment
services and Bourbon Subsea Services has won signifi cant
turnkey contracts in fl oating wind turbines;
3 cost structure: adapting the size of the Company to the new
economic environment is key. This was achieved through the
Smart G&A and Smart Shipping programs. After having deployed
the Smart Shipping program in pilot mode on six vessels in 2018,
the teams are mobilized to deploy it in industrial mode in 2019.
3. REPORT OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE
To our Shareholders,
Pursuant to the provisions of Article L. 225-37 et seq. of the
French Commercial Code, the purpose of this report is to inform
shareholders of:
3 the composition of the Board of Directors and it committees and
the application of the principle of balanced gender representation;
3 conditions for the preparation and organization of the work of the
Board of Directors during the year ended December 31, 2018;
3 the restrictions placed by the Board of Directors on the powers of
the Chief Executive Officer;
3 the Code of Corporate Governance used by the Company and
the provisions of the Code that have not been followed;
3 the particular methods for shareholder participation in
Shareholders’ Meetings;
3 current delegations and financial authorizations for a capital
increase;
3 the principles and rules established by the Board of Directors for
determining the compensation and benefits of any kind granted
to corporate officers.
This report drafted by the Board of Directors was prepared based on
the work carried out by various Company departments, in particular
the group ’s Legal and Accounting Departments. It was approved by
the Board of Directors at its meeting on March 13, 2019, following a
preliminary review by the Audit Committee.
The Company applies the corporate governance practices set out in
the AFEP-MEDEF Corporate Governance Code for listed companies,
which are those primarily taken into account in preparing this report.
This Code can be found on the website www.afep.com.
The Internal Regulations of the Board of Directors and
the bylaws of the Company are available on its website
http://www.bourbonoffshore.com – under “Group” – “Governance”
– “Board of Directors” and under “Capital and shareholding” –
“bylaws”.
3.1 SEPARATION OF THE FUNCTIONS OF CHAIRMAN AND CHIEF EXECUTIVE OFFICER – POWERS OF THE CHIEF EXECUTIVE OFFICER
After a period in which the offices were merged, on March 14,
2018, in accordance with Article 16 of the Company’s bylaws,
on the proposal of the Chairman and Chief Executive Officer and
having received the opinion of the Nominating, Compensation and
Governance Committee, the Board of Directors decided to separate
the functions of Chairman of the Board of Directors and Chief
Executive Officer of the Company, in the belief that the separation
of functions is in line with the announced changes in governance
on September 8, 2017, and appointed Jacques d’Armand de
Chateauvieux as Chairman of the Board of Directors and Gaël
Bodénès as Chief Executive Officer of SA BOURBON Corporation.
The Board also confi rmed Astrid de Lancrau de Bréon as Executive
Vice President - Chief Financial Officer.
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Furthermore, on July 23, 2018, the Board of Directors duly noted
the resignation of Astrid de Lancrau de Bréon as Executive Vice
President with effect from July 10, 2018 and, on the proposal of the
Chief Executive Offi cer, appointed Thierry Hochoa as Chief Financial
Officer effective August 6, 2018.
The Board has nine members (including the Director representing
the employees), four of whom are independent. It has three
specialized committees chaired by Independent Directors, which
meet without the Chief Executive Officer being present. Lastly, the
Board of Directors has set authorization limits, particularly with
regard to investments and divestments, which are specified in its
internal regulations. Together, these factors militate for balanced and
satisfactory corporate governance.
The Chairman of the Board of Directors organizes and directs the
work of the Board and provides the Shareholders’ Meeting with a
report on said work. He supervises the proper functioning of the
Company’s administrative bodies and ensures, in particular, that
the Directors are in a position to perform their mission. Under the
Company’s bylaws on the roles of Director and Chairman of the
Board of Directors, the Chairman of the Board of Directors must be
less than 70 years old.
In addition to the duties of Chairman of the Board of Directors as
defined by law and the bylaws, the Chairman provides assistance
and advice to the Chief Executive Officer on the following subjects:
financial communication; promotion of corporate image and culture;
relations with the group ’s partners and shareholders. The Chairman
of the Board of Directors oversees shareholder relations with the
Board of Directors, particularly as regards matters of corporate
governance. He reports to the Board of Directors on this mission.
The Chairman organizes his activity to guarantee his availability so
that his experience can be used for the benefit of the group . At the
request of the Chief Executive Officer, he may participate in any
internal meeting dealing with matters relating to strategy, organization
or investment or divestment projects.
The Chief Executive Officer is responsible for the Company’s general
management. By coordinating the operational and financial strategy,
he can deliver insight to the group ’s financial communication and
promotion of the Company’s image through the media. The Chief
Financial Officer oversees the implementation of the strategic
guidelines, in particular during the current transformation period, and
assists the Chief Executive Officer in his operational responsibilities
and the Company’s day-to-day management.
The Chief Executive Officer represents the Company in its dealings
with third parties and has power to act on its behalf in all situations.
With respect to internal measures, in accordance with the provisions
of the internal regulations of the Board of Directors, which are
available on the bourbonoffshore.com website, the Chief Executive
Officer has all necessary powers to carry out investments and
divestments approved by the Board in accordance with the budget
and/or strategy defined by the Board; beyond said budget and/or
strategy, he must seek the approval of the Board for investments and
divestments of amounts equal to or exceeding €10 million.
The following decisions fall within the exclusive authority of the Board
of Directors:
(a) entry into any strategic partnership for an amount exceeding
ten million euros (€10,000,000) or for a duration exceeding two
(2) years;
(b) determination of the Company’s dividend policy;
(c) any planned merger, spin-off, or partial asset contribution;
(d) any capital increase (including any decision to eliminate the
shareholders’ pre-emptive subscription right either immediately
or in the future) in kind or in cash, including capital increases
resulting from a merger, partial asset contribution or contribution
in kind;
(e) issuance of any securities, whether or not giving access
(immediately or in the future) to the Company’s share capital or
voting rights;
(f) any decision to hire or appoint any employee or corporate
officer to be a member of the Executive Committee or to be
Chief Executive Officer of BOURBON Corporation SA and
its subsidiaries.
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3.2 MANNER IN WHICH THE BOARD OF DIRECTORS PLANS AND ORGANIZES ITS WORK, TERMS OF OFFICE AND FUNCTIONS OF CORPORATE OFFICERS
3.2.1 Overview of the Board of Directors as of the date of this document
PERSONAL INFORMATION EXPERIENCE
Age(1) Gender Nationality
Number
of shares
Number of offi ces
in listed companies
(including BOURBON
Corporation SA)
Executive Director/Director
Jacques d’Armand de Chateauvieux 67 M French 28,257 2
Directors
Christian Lefèvre 61 M French 224,314 1
Mahmud B. Tukur 45 M Nigerian 300 1
Xiaowei Wang 50 F Chinese 300 1
Adeline Challon-Kemoun 51 F French 300 3
Elisabeth Van Damme 52 F Belgian 1,376 2
Adrien de Chomereau de Saint-André 37 M French 300 2
Antoine Grenier 45 M French 300 1
Director representing employees
Stéphane Leroux 48 M French 0 1
Advisor
Henri d’Armand de Chateauvieux 71 M French 367,449 1
(1) Number of full years as of December 31, 2018.
(2) According to the decision of the Board of Directors of April 25, 2019.
(3) Renewals proposed to the Shareholders’ Meeting of June 28, 2019.
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POSITION ON THE BOARD PARTICIPATION IN BOARD COMMITTEES
Independence(2)
Date initially
appointed
Expiration of term (date
of the Shareholders’
Meeting called to
approve the financial
statements for the
previous fi scal year)
Seniority on
Board(1)
Audit
Committee
Nominating,
Compensation and
Governance
Committee
Ad h oc
Committee
No 10.14.1977 2019(3) 41
No 05.28.2013 2019(3) 5 Member Member
Yes 06.01.2012 2021 6 Member
No 05.20.2014 2019(3) 4
Yes 03.13.2017 2020 1 Chairwoman
Yes 05.23.2017 2020 1 Member Member
No 06.19.2017 2020 1 Member Member
Yes 05.30.2018 2021 7 months Chairman Chairman
No 11.09.2018 11.08.2021 2 months Member
No 08.25.2014 09.03.2020 4 years
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3.2.2 Directors in office as of December 31, 2018
Business address:
BOURBON Corporation SA
148 rue Sainte
13007 Marseille
67, French nationality
First term of office: October 14, 1977
Term expires on: Shareholders’ Meeting
called to approve the financial statements for
the fi scal year ended December 31, 2018
Shares held: 28,257
Jacques d’ARMAND de CHATEAUVIEUX
Chairman of the Board of Directors Participation in committees
W None
Biography
A graduate of ISG (Paris) and holder of an MBA from Columbia (New York, USA), Jacques
d’Armand de Chateauvieux was the leading force in the transformation of the Company
from a conglomerate involved in a variety of activities to an international Group devoted
to offshore oil and gas marine services. Jacques d’Armand de Chateauvieux has been
Chairman of the Board of Directors since March 14, 2018, the date on which the Board
of Directors decided to separate the functions of Chairman of the Board of Directors
and Chief Executive Officer.
Jacques d’Armand de Chateauvieux is Chairman and Deputy Director of JACCAR
Holdings SAS, the majority shareholder of BOURBON Corporation SA.
Positions held outside the group
- Statutory Manager of CT Lux Sarl (Luxembourg)
- President of JACCAR Holdings SAS (France)
- Chairman of SAGES (France)
- Chairman of Sapmer SA (listed on Euronext Paris)
- Chairman and Director of Sapmer Holding (Singapore)
- Chairman of Sapmer Investissements SAS (France)
- Chairman and Director of Greenship Holdings Manager Pte.
Ltd. (Singapore)
- Director of Sinopacific Shipbuilding Group (China)
- Chairman of Evergas A/S (Denmark)
Positions currently held in the group ’s main subsidiaries(1)
None
Terms of offi ce and functions that have expired over
the past fi ve years
- Chairman and Managing Director of JACCAR Holdings SA
(Luxembourg)
- Advisor to CBO Territoria SA (listed on NYSE Euronext
Paris)
- Director, AXA
- Director, Sinopacific Off shore and Engineering (China)
(1) Based on the main subsidiaries listed on page 224 of the 2018 Registration Document.
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Business address:
JACCAR Holdings SAS
148 rue Sainte
13007 Marseille
61, French nationality
First term of office: May 28, 2013
Term expires on: Shareholders’ Meeting
called to approve the financial statements for
the fi scal year ended December 31, 2018
Shares held: 224,314
Christian LEFÈVRE
Director Participation in committees
W Member of the Audit Committee
W Member of the a d h oc Committee
Biography
Graduate of the École nationale de la Marine in 1984. He began his career at BOURBON
as an officer then Chief Engineer and Captain of offshore vessels before becoming
Head of Agencies in Gabon and Cameroon. He was then successively appointed
Chief Operating Officer at Bourbon Offshore Surf (an indirect subsidiary of BOURBON
Corporation SA) from 1990 to 1995, then CEO of Bourbon Offshore Surf from 1996
to 2001. CEO, Offshore Division in 2001, Chief Operating Officer of BOURBON
Corporation SA, in December 2005, and Chief Executive Officer in January 2011. On
October 1, 2017, he resigned as Chief Operating Officer of the Company and is now
Chief Executive Officer of JACCAR Holdings SAS
Positions held outside the group
- Chairman of Marine SAS
- Director of Sapmer Holding (Singapore)
- Director of Evergas A/S (Denmark)
- Chairman of Greenship Gas SAS
- Director of Île Du Port Handling Service LTD (Seychelles)
Positions currently held in the group ’s main subsidiaries(1)
None
Terms of offi ce and functions that have expired over
the past fi ve years
- Director of Sapmer SA (Company listed on Euronext Paris)
- Director of ENSM
- Representative of BOURBON Off shore SASU and Chairman
of BOURBON Supply Investissements SASU
- Chairman of BOURBON Maritime SASU
- Chief Operating Officer of BOURBON Corporation SA
(1) Based on the main subsidiaries listed on page 224 of the 2018 Registration Document.
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Business address:
Eterna plc
5a Oba Adeyinka Oyekan Avenue
Lagos – Nigeria
45, Nigerian nationality
First term of office: June 1, 2012
Term expires on: Shareholders’ Meeting
called to approve the financial statements for
the fi scal year ended December 31, 2020
Shares held: 300
Mahmud B. TUKUR
Independent Director Participation in committees
W Member of the Audit Committee
Biography
A graduate with honors of the University of Wales College (Cardiff, Wales) Mahmud
B. Tukur has a double major in accounting and management.
Vice Chairman of Ecomarine Group, a shipping line and Terminal Operator in West Africa,
he is also an Independent Director of Independent Energy Limited (IEL), an indigenous
Oil Exploration and Production Company. IEL is the operator of the Ofa marginal field.
Mahmud B. Tukur has also served for a number of years as Chief Executive Officer and
Managing Director of Daddo Maritime Services Limited. Since June 2010, he has been
Chief Executive Officer and Managing Director of Eterna Plc.
Positions held outside the group
- CEO and Director of Eterna Plc (Nigeria)
- Director of Daddo Maritime Services Ltd (Nigeria)
- Director of ECM Terminals Ltd (Nigeria)
- Director of Independent Energy Ltd (Nigeria)
- Director of Lenux Group (Nigeria)
- Director of Dragnet Solutions Ltd (Nigeria)
- Director of Micro Access Ltd (Nigeria)
Positions currently held in the group ’s main subsidiaries(1)
None
Terms of offi ce and functions that have expired over
the past fi ve years
None
(1) Based on the main subsidiaries listed on page 224 of the 2018 Registration Document.
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Business address:
23/F, Jing An Kerry Centre Tower 1,
1515 Nanjing West Road, Shanghai 200040,
China
50, Chinese nationality
First term of office: May 20, 2014
Term expires on: Shareholders’ Meeting
called to approve the financial statements for
the fi scal year ended December 31, 2018
Shares held: 300
Xiaowei WANG
Director Participation in committees
W None
Biography
A graduate of the Northeast University of Finance and Economics (China). She also
holds an Executive MBA from the China Europe International Business School (CEIBS)
in Shanghai. Xiaowei Wang has occupied senior executive finance and accounting
positions for over 22 years, including a position as Finance Director at Baosteel in New
York (USA) for seven years, followed by Chairwoman of Shenyin & Wanguo Alternative
Investment Co, a subsidiary of one of the largest fi nancial companies in China. She is
currently Senior Special Advisor for Roland Berger.
Positions held outside the group
None
Positions currently held in the group ’s main subsidiaries(1)
None
Terms of offi ce and functions that have expired over
the past fi ve years
- Chairperson and Director of SYWG Alternative Investment Co
(China)
(1) Based on the main subsidiaries listed on page 224 of the 2018 Registration Document.
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Business address:
23 Place des Carmes Déchaux
63040 – Clermont Ferrand Cedex 9
51, French nationality
First term of office: March 13, 2017
Term expires on: Shareholders’ Meeting
called to approve the financial statements for
the fi scal year ended December 31, 2019
Shares held: 300
Adeline CHALLON-KEMOUN
Independent Director Participation in committees
W Chairwoman of the Nominating,
Compensation and Governance
Committee
Biography
A Graduate of the IEP of Paris and the French Society of Financial Analysts (SFAF).
From 1989 to 2011, Adeline Challon-Kemoun was successively a partner at the
firm Image 7, Deputy Chief Executive Officer of the Euris G roup, General Secretary
of Rallye, then Director of Communications at Casino G roup and Director of External
Communication and Marketing at France Télévisions.
In 2012, she became Communication and Brand Director of Air France and was
appointed in 2015 as Deputy Director of Marketing Digital & Communication at Air
France-KLM, where she held office until 2017.
Since 2016, she has been an Independent Director on the Econocom G roup Board of
Directors. On April 3, 2018, Adeline Challon-Kemoun joined the Michelin G roup as the
new Brand Director
Positions held outside the group
- Independent Director of Econocom G roup
- Director of the Michelin Foundation
Positions currently held in the group ’s main subsidiaries(1)
None
Positions that have expired in the past five years
- Director of Air France Foundation
(1) Based on the main subsidiaries listed on page 224 of the 2018 Registration Document.
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Business address:
Bureau Van Dijk-Moodys
250, Avenue Louise
1050 Brussels
52, Belgian nationality
First term of office: May 23, 2017
Term expires on: Shareholders’ Meeting
called to approve the financial statements for
the fi scal year ended December 31, 2019
Shares held: 1,376
Elisabeth VAN DAMME
Independent Director Participation in committees
W Chairman of the Nominating,
Compensation and Governance
Committee
W Member of the a d h oc Committee
Biography
She has a degree in applied economics and is currently a partner of Redwood Finance,
a financial consulting services Company. She is also a Director at Elior G roup and a
member of the Audit Committee. She previously held positions as CFO for over ten
years with Bureau van Dijk Editions Electroniques, Air Creative Associates and Villa
Eugénie She was also a Financial Controller at Coca-Cola Services and an Auditor at
KPMG. As of May 1, 2019, she has been employed by Dijk-Moodys Analytics Company.
Positions held outside the group
Independent Director of the Elior G roup
Positions currently held in the group ’s main subsidiaries(1)
None
Positions that have expired in the past five years
None
(1) Based on the main subsidiaries listed on page 224 of the 2018 Registration Document.
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Business address:
Freeport Zone 8
Quay D Road
Port Louis – Mauritius
Son-in-law of the Chairman of the Board of
Directors
37, French nationality
First term of offi ce: June 19, 2017
Term expires on: Shareholders’ Meeting
called to approve the financial statements for
the fi scal year ended December 31, 2019
Shares held: 300
Adrien de CHOMEREAU de SAINT-ANDRÉ
Director Participation in committees
W Chairman of the Nominating,
Compensation and Governance
Committee
W Member of the a d h oc Committee
Biography
A graduate in Finance from the Sorbonne (Paris), he joined KPMG AUDIT in 2005,
where he spent three years. From 2008 to mid-2014, he worked for JACCAR Holdings
in Paris, Ho Chi Minh City (Vietnam) and Shanghai (China), first as head of financial
services and then head of portfolio management. In August 2014, he joined SAPMER as
Chief Financial Officer, and from December 2014 as Chief Executive Officer and Director.
Positions held outside the group
- Director and Chief Executive Officer, SAPMER SA and
holder of offices in Sapmer G roup subsidiaries.
- Chief Executive Offi cer of Sapmer Investissements SAS
(Reunion) – Majority Shareholder of Sapmer SA
- Director, Vietnam Century Fund (Mauritius)
- Director, Jaccar Investment Manager (Mauritius)
- Director, Jaccar Capital Fund (Mauritius)
- Chairman of COMPAGNIE D’ARMEMENT À LA PÊCHE
(Reunion)
Positions currently held in the group ’s main subsidiaries(1)
None
Positions that have expired in the past five years
- Director, BOURBON Ben Luc (Vietnam)
(1) Based on the main subsidiaries listed on page 224 of the 2018 Registration Document.
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Business address:
FONCIA Groupe SAS,
13, avenue Le Brun
92188 Antony Cedex
45, French nationality
First term of office: May 30, 2008
Term expires on: Shareholders’ Meeting
called to approve the financial statements for
the fi scal year ended December 31, 2020
Shares held: 300
Antoine GRENIER
Independent Director Participation in committees
W Chairperson of the Audit Committee
W Chairperson of the a d h oc
Committee
Biography
A graduate of Université Paris Dauphine and the prestigious Trium Global Executive
MBA Program, Antoine Grenier has more than 10 years of experience in the Oil & Gas
industry at Schlumberger, where he began his career as an internal Auditor, and then
as Chief Financial Officer Africa for the group ’s seismic activities and at Geoservices,
as Treasurer for Europe, Africa and Russia and as CFO. In 2011, he joined the Altran
G roup as Deputy Chief Financial Officer. In May 2015, he co-founded the Finance &
Performance Department of Argon Consulting, which he has headed for three years.
Antoine Grenier is currently Chief Financial Officer of the Foncia G roup, in charge of
finance, mergers and acquisitions, legal affairs and internal audit.
Positions held outside the group
Offi ceholder in FONCIA Group subsidiaries: - Chairman of ANGEL
- Chairman of LOGIDIS
- Director of EFFICITY
- Director of FONCIA PIERRE GESTION
- Director of FONCIA BELCOURT
- Director of FONCIA NICE
- Member of the Supervisory Board of FONCIA SATURNE
Positions currently held in the group ’s main subsidiaries(1)
None
Positions that have expired in the past five years
- Director of the Altran G roup’s Indian subsidiary
(1) Based on the main subsidiaries listed on page 224 of the 2018 Registration Document.
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Business address:
BOURBON Corporation SA
148 rue Sainte
13007 Marseille
48, French nationality
First term of office: November 9, 2018
Term expiration date: November 8, 2021
Shares held: Pursuant to Article 13 bis
of the BOURBON Corporation SA bylaws,
the Director representing employees is
not required to hold a minimum number of
shares.
Stéphane LEROUX
Director representing employees* Participation in committees
W Chairman of the Nominating,
Compensation and Governance
Committee
Biography
Stéphane Leroux has more than 25 years of experience as a Chief Engineering Offi cer
and Technical Engineer in the maritime industry. He began his career as a shift supervisor
at the MRCC Fort de France in 1992. Then, as a holder of a Chief Engineering Offi cer
certifi cation, he successively held the functions of Chief Engineering Offi cer and
Technical Engineer with the Compagnie Maritime Nantaise from 1996 to 2003. In 2010
he joined BOURBON as Chief Engineering Offi cer at Bourbon Offshore Surf.
Since 2013, Stéphane Leroux has been a Technical Engineer at Bourbon Offshore Surf.
He is in charge of the supervision and oversight of emergency repair work on vessels
and inspection and technical control of the Bourbon Offshore Surf fl eet.
Positions held outside the group
None
Positions currently held in the group ’s main subsidiaries(1)
None
Positions that have expired in the past five years
None
* Alternate Director representing employees: Patrick Lièvre.
(1) Based on the main subsidiaries listed on page 224 of the 2018 Registration Document.
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3.2.3 Directorships that expired in 2018 and 2019
Business address:
FONCIA Groupe SAS,
13, avenue Lebrun
92188 Antony Cedex
53, French nationality
First term of office: May 20, 2014
End of term of office: March 12, 2018
Philippe SALLE
Independent Director Participation in committees
W Chairman of the Nominating,
Compensation and Governance
Committee
Positions held outside the group
- Chairman of FONCIA Groupe SAS
- Chairman of Finellas SAS
- Permanent representative of CIC Associés, Banque
Transatlantique
- Director of GTT
Positions held in the group ’s main subsidiaries(1)
None
Positions that have expired in the past five years
- Chairman and Chief Executive Officer and Director of Altran
Technologies (Company listed on Euronext Paris)
- Chairman of the Altran Innovation Foundation
- Chairman of Altimus
- Chairman and Chief Executive Officer and Director of Elior
(Company listed on Euronext Paris)
- Chairman and Chief Executive Officer and Director of Elior
Restauration et Services
- Director of Elior UK Holdings Limited (UK)
- Chairman and Chief Executive Officer and Director of Areas
Worldwide (Spain)
(1) Based on the main subsidiaries listed on page 224 of the 2018 Registration Document.
Business address:
Compagnie des Alpes
50/52 Boulevard Haussmann
75009 Paris
44, French nationality
First term of office: August 24, 2009
End of term of office: October 17, 2018
Agnès PANNIER-RUNACHER
Independent Director Participation in committees
W Chairperson of the Audit Committee
W Chairperson of the a d h oc
Committee
Positions held outside the group
- Executive Vice President of Compagnie des Alpes (listed
Company – France)
- Member of the Supervisory Board of Futuroscope
- Director of CMB
- Member of the Supervisory Board of ELIS SA (listed
Company – France)
- Director, AREA SA
- Director, Eiff arie SA
- Director, Adelac SAS
- Director, Macquarie Autoroutes de France
- Director, Cryptolog SAS
Positions held in the group ’s main subsidiaries(1)
None
Positions that have expired in the past five years
- Director of AFP
- Director, BPI Groupe
- Director, Grévin et Compagnie
(1) Based on the main subsidiaries listed on page 224 of the 2018 Registration Document.
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Business address:
Monnoyeur SA
117 rue Charles-Michels
93200 SAINT-DENIS
69, French nationality
First term of office: May 30, 2008
Term expires on: April 24, 2019, due to the
achievement of the statutory age limit
Baudouin MONNOYEUR
Director Participation in committees
W None
Positions held outside the group
- Chairman of the Board of Directors of Monnoyeur SA and
Chairman of the group ’s subsidiaries
Positions held in the group ’s main subsidiaries(1)
None
Positions that have expired in the past five years
- Member of the Fonds Quelium Policy Committee (CDC)
- Chairman of Pleyel Investissements SA
(1) Based on the main subsidiaries listed on page 224 of the 2018 Registration Document.
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3.2.4 Advisor in office as of December 31, 2018
Business address:
BOURBON Corporation SA
148 rue Sainte
13007 Marseille
Brother of the Chairman of the Board of
Directors
71, French nationality
First term of office: August 25, 2014
End of term of office: September 3, 2020
Shares held: 367,449
Henri d’ARMAND de CHATEAUVIEUX
Advisor Participation in committees
W None
Biography
A pilot for Air France for over 30 years, Henri d’Armand de Chateauvieux was a Director
at BOURBON from 1987 to 2014. As of December 31, 2018, through the companies
Mach-Invest and Mach-Invest International, Henri d’Armand de Chateauvieux held
7.92% of BOURBON Corporation SA’s capital.
Positions held outside the group
- Chairman of Mach-Invest SAS
- Chairman and Managing Director of Mach-Invest
International (Luxembourg)
- Director of Sapmer Holding pte Ltd (Singapore)
Positions currently held in the group ’s main subsidiaries(1)
None
Positions that have expired in the past five years
- Director of Sapmer SA (company listed on Euronext Paris)
(1) Based on the main subsidiaries listed on page 224 of the 2018 Registration Document.
Except for the family ties mentioned above between Jacques d’Armand de Chateauvieux, Henri d’Armand de Chateauvieux and Adrien de Chomereau de
Saint-André, there is no family link between the other members of the Board and General Management.
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3.2.5 Other non-Director corporate officer member of the General Management of BOURBON Corporation SA at December 31, 2018
Positions held outside the group
None
Positions currently held in the group ’s main subsidiaries(1)
- Representative of BOURBON Bourbon Marine & Logistics
SASU and Chairperson of Bourbon Off shore Surf SAS
- Representative of Bourbon Marine & Logistics SASU and
Chairperson of Bourbon Supply Investissements SASU
- Chairman of Bourbon Maritime SASU
- Chairman of the Board of Directors of Bourbon Ships AS
Positions that have expired in the past five years
- Chief Executive Officer of Bourbon Supply Investissements
SASU
- Chief Executive Officer of Bourbon Maritime SASU
- Director of Bourbon Supply Asia PTE LTD
(1) Based on the main subsidiaries listed on page 224 of the 2018 Registration Document.
Business address:
BOURBON Corporation SA
148 rue Sainte
13007 Marseille
50, French nationality
Term expires on: Shareholders’ Meeting
called to approve the financial statements for
the fi scal year ended December 31, 2018
Shares held: 6,256
Gaël BODÉNÈS
Chief Executive Offi cer
W S ince March 14, 2018
Participation in committees
W None
Biography
Gaël Bodénès is a naval engineer and graduated from ENSTA Bretagne in 1991. He also
has an MBA awarded by HEC (Business School) Paris in 2007.
He began his career with the French Navy (DGA) as a naval engineer in the Newbuilding
Design Department, then joined the Sales Department of the DCN in Brest (France). In
1998, he joined Barry Rogliano Salles as an offshore shipbroker.
In September 2002, Gaël Bodénès joined BOURBON as Marketing and Business
Development Manager for the Offshore Division. In line with the growth of the business,
he contributed to the structuring of the Offshore Division and to the development of the
Marketing Department of BOURBON Offshore.
In September 2005, he was appointed Deputy CEO of BOURBON Offshore, before
becoming Deputy CEO of the Offshore Division, in charge of Business Management,
in 2010.
In January 2011, he was appointed Chief Operating Officer of BOURBON Corporation
SA. Since March 14, 2018, the date when the Board of Directors decided to separate
the functions of Chairman of the Board of Directors and Chief Executive Officer, Gaël
Bodénès has been Chief Executive Officer of BOURBON Corporation SA.
50 BOURBON 2018 REGISTRATION DOCUMENT
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During its meeting held on April 5, 2019, the Nominating,
Compensation and Governance Committee reviewed current
Company practices in the light of the provisions of the AFEP-
MEDEF Corporate Governance Code, as interpreted in the guide
to the application of the AFEP-MEDEF Code published by the High
Committee on Corporate Governance (January 2019 version). The
Committee concluded that the Company’s practices were consistent
with the recommendations, except for three provisions, which are
not applied for the reasons given in the table in section 3.9 of this
management report.
As provided for in Article 18 of the Company’s bylaws, the Board
may appoint up to two advisors. Henri d’Armand de Chateauvieux,
a shareholder owning more than 5% of the share capital and a member
of the concert party, appointed advisor by the Board at its meeting of
August 25, 2014 for a three-year term that was renewed by the Board
on September 4, 2017, has taken office after serving as a Director of
the Company for many years. In that capacity, the Advisor examines
the issues that the Board of Directors or its Chairman submits for
his/her opinion, provides guidance and makes observations to the
Board of Directors. He or she ensures compliance with the bylaws.
The Advisor assists the Board in its missions and participates in its
meetings in an advisory and non- deliberative capacity; his or her
absence cannot affect the validity of the deliberations. He or she is
called to attend meetings of the Board under the same conditions
as the Directors.
The Board of Directors appoints its Chairman from among
its members.
Half of the current members of the Board of Directors have joined the
Board in the past three years. They were chosen for their expertise,
experience and knowledge of the strategic challenges posed by the
complex market in which BOURBON operates. They also represent
the interests of the two concert party members bound by the
shareholders’ agreement, as mentioned in the latest version of the
Board’s internal regulations dated August 25, 2014, available on the
Company’s website.
The Board of Directors will propose to the Combined Shareholders’
Meeting of June 28, 2019 the renewal of the terms of offi ce of
Xiaowei Wang, Jacques d’Armand de Chateauvieux and Christian
Lefèvre, given their seniority on the Board and their knowledge of
the Company.
Directors are appointed by the Shareholders’ Meeting for a term
of three years. Between two meetings, in the event of a vacancy
due to death or resignation, temporary appointments may be made
by the Board of Directors and submitted for ratification by the
meeting. The Board of Directors is staggered in accordance with
the recommendations of the AFEP-MEDEF Code, with members
re-elected on a rolling basis to ensure the continuity of the work
performed by the Board and its committees.
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Changes to the Board’s composition during the 2018 fiscal year and since the beginning of the 2019 fiscal year
DATE DEPARTURE COOPTATION/APPOINTMENTRENEWAL/
RATIFICATION
Board of Directors
04.24.2019Baudouin
Monnoyeur
11.09.2018Stéphane Leroux (Director
representing employees)
10.17.2018Agnès
Pannier-Runacher
05.30.2018 Antoine Grenier
05.30.2018 Mahmud B. Tukur
05.30.2018
Adrien de
Chomereau de
Saint-André
03.14.2018
Jacques d’Armand de
Chateauvieux (Chairman of the
Board of Directors)
03.12.2018 Philippe Salle
Audit Committee
12.03.2018 Christian Lefèvre
10.17.2018Agnès
Pannier-Runacher
06.11.2018 Antoine Grenier
03.14.2018Elisabeth
Van Damme
Nominating, Compensation
and Governance Committee
11.09.2018 Stéphane Leroux
03.14.2018 Elisabeth Van Damme
Ad h oc Committee
10.22.2018Elisabeth
Van Damme
10.17.2018Agnès
Pannier-Runacher
07.23.2018 Christian Lefèvre
07.23.2018 Antoine Grenier
07.23.2018 Agnès Pannier-Runacher
07.23.2018Adrien de Chomereau
de Saint-André
Changes to management during the 2018 fiscal year and since the beginning of the 2019 fiscal year
DATE DEPARTURE APPOINTMENT
Chairman and Chief Executive Offi cer 03.14.2018
Jacques d’Armand
de Chateauvieux
Chief Executive Offi cer 03.14.2018 Gaël Bodénès
Chief Financial Offi cer 07.10.2018
Astrid
de Lancrau
de Bréon
52 BOURBON 2018 REGISTRATION DOCUMENT
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Report of the Board of Directors on Corporate Governance
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 April 25, 2019, 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: Mahmud B. Tukur, Adeline
Challon-Kemoun, Élisabeth Van Damme and Antoine Grenier.
Regarding the signifi cance of the business relationship, the analysis
of the Board of Directors focused on several criteria, namely:
seniority and history of the contractual relationship between the
group in which a Director of the Company holds a corporate offi ce
or exercises an executive function and BOURBON, application to
the contractual relationship of normal market conditions, absence
of economic dependence or exclusivity, insignifi cant proportion
of revenue resulting from the relationships between the group
in question and BOURBON. On the recommendation of the
Nominating, Compensation and Governance Committee, the Board
of Directors has determined that none of the independent Directors
has any signifi cant business relationships directly or indirectly with
BOURBON that could create a confl ict of interest from either the
point of view of the group or of the Director in question.
You are reminded that, in accordance with the recommendations of
the AFEP-MEDEF Code, various measures relating to the prevention
of confl icts of interest are stated in the internal regulations, namely:
(i) if the independent status of a member of the Board with
respect to the Company changes, he or she shall inform the
Chairman in writing immediately to allow the Chairman to
inform the Board and the Shareholders’ Meeting;
(ii) each Director, regardless of method of appointment,
undertakes to represent all shareholders;
(iii) a Director must inform the Board of Directors as soon as he or
she becomes aware of any potential confl ict of interest situation
and must abstain from taking part in the debates and the vote
on the corresponding deliberation. He or she must resign in the
event of a permanent confl ict of interest;
(iv) each Director is also required to make a declaration of honor as
to whether or not there is a confl ict of interest, real or potential,
at the time of his or her assumption of offi ce and each year
after that, in response to a request made by the Company
when the Registration Document is being prepared.
The table below presents the situation of each Director with regard to the independence criteria set out in paragraph 8 of the AFEP-MEDEF Code:
Criterion 1: Employee or corporate offi cer during the previous fi ve yearsNot 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.
Criterion 2: Cross-directorshipsNot 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.
Criterion 3: Signifi cant business relationshipsNot 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.
The assessment of whether or not the relationship with the Company or its Group is signifi cant is discussed by the Board and
the quantitative and qualitative criteria that led to such assessment (continuity, economic dependence, exclusivity, etc.)
explained in the annual report.
Criteria 4: Family tiesDoes not have close family ties with any corporate officer in the Company.
Criterion 5: Statutory AuditorsHas not been a Statutory Auditor of the Company within the previous five years.
Criterion 6: Term of offi ce exceeding 12 yearsHas not been a Director of the Company for more than 12 years. The loss of the status of Independent Director occurs on
twelfth anniversary of assumption of offi ce.
Criterion 7: Non-Executive Director statusA Non-Executive Director may not be considered independent if he or she receives variable compensation in cash or securities
or any compensation related to the performance of the Company or the group .
Criterion 8: Signifi cant shareholder statusDirectors representing signifi cant shareholders of the Company or its parent company may be considered independent if such
shareholders do not participate in the control of the Company. However, beyond a threshold of 10% in capital or voting rights, the
Board, based on the report of the Nominating Committee, shall always examine the independent status, taking into account the
composition of the capital of the Company and the existence of a potential confl ict of interest.
53BOURBON 2018 REGISTRATION DOCUMENT
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(1) In this table, √ represents an independence criterion that has been met and X represents an independence criterion that has not been met.
CRITERIA
JACQUES D’ARMAND DE
CHATEAUVIEUXCHRISTIAN
LEFÈVREMAHMUD B. TUKUR
XIAOWEI WANG
ADELINE CHALLON-
KEMOUN
ELISABETH VAN
DAMME
ADRIEN DE CHOMEREAU
DE SAINT-ANDRÉ
ANTOINE GRENIER
STÉPHANE LEROUX
Criterion 1: Employee or
corporate offi cer
during the
previous fi ve
years X X √ √ √ √ X √ X
Criterion 2: Cross-
directorships √ √ √ √ √ √ √ √ √
Criterion 3: Signifi cant
business
relationships X √ √ √ √ √ √ √ √
Criteria 4: Family
ties X √ √ √ √ √ X √ √
Criterion 5: Statutory
Auditors √ √ √ √ √ √ √ √ √
Criterion 6: Term
of offi ce
exceeding 12
years X √ √ √ √ √ √ √ √
Criterion 7: Non-executive
Director status X √ √ √ √ √ √ √ √
Criterion 8: Signifi cant
shareholder
status X X √ X √ √ X √ √
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.
3.3.1 Directors’ ownership of BOURBON Corporation SA shares
Although French law no longer requires Directors of incorporated
companies to hold a minimum number of shares, Article 13-V of the
Company’s bylaws requires each Director (with the exception of the
Director representing employees) to own at least 300 shares.
3.3.2 Directors’ duty of confidentiality
Directors have a general duty of confidentiality concerning Board
and committee discussions and with regard to information of a
confidential nature of which they become aware as part of their
responsibilities as Directors. The general duty of confidentiality of
Directors has been extended to all of the information and documents
of which they are aware as part of their responsibilities as Directors.
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3.3.3 Obligation to declare conflicts of interest
Every Director must continually ensure that their personal situation
does not place them in a situation of conflict of interest with the
group . In accordance with the Director’s charter, any Director who
has a conflict of interest must inform the Board so that it can make a
ruling, and he or she must abstain from participating in debates and
voting on the corresponding resolution.
Every Director is also required to make a statement certifying whether
or not there is a situation of a conflict of interest, even if potentially:
3 when they are appointed;
3 every year, as required by the Company during the preparation of
the Registration Document.
Additional information on the corporate officers
To the Company’s knowledge, in the past five years, no corporate
officer:
3 has been found guilty of fraud;
3 has been involved in a bankruptcy, receivership or liquidation;
3 has been found guilty of any offense or been subject to any official
public sanction issued by any statutory or regulatory authority;
3 has ever been prevented by a court of law from acting as a
member of any administrative, management or supervisory body
of any issuer, or from participating in the management or conduct
of the business of any issuer.
In addition, apart from under related party agreements, concerning
potential conflicts of interest, no corporate officer has been involved
in any arrangement or agreement with the major shareholders,
clients, suppliers or others, by virtue of which he has been selected
as a Director or as a member of Management. These agreements
are not a source of conflict of interest as they are negotiated and
dealt with under normal conditions.
To the Company’s knowledge, on the date of this document, and
subject to these same reserves, no conflict of interest has been
identified between the duties of each member of the Board of
Directors and the Management with regards to the Company in their
capacity as corporate officers and their private interests or other
duties.
To the Company’s knowledge, on the date of this document, with the
exception of the Shareholders’ Agreement signed on June 26, 2014
between JACCAR Holdings, Cana Tera, Jacques d’Armand de
Chateauvieux, Henri d’Armand de Chateauvieux, Mach-Invest
and Mach-Invest International, which entered into effect on June
30, 2014 for a term of five years as from such date, and which
includes undertakings with respect to transfers of the Company’s
securities (AMF decision No. 214C236 of June 30, 2014), and
subject to the collective retention undertakings described in
section 2.8 in “Other Legal and Financial Information”, the members
of the Board of Directors and of the Management have not agreed to
any restrictions on the sale of their shares of the Company.
3.4 MANNE R IN WHICH THE BOARD OF DIRECTORS PLANS AND ORGANIZES ITS WORK, DIVERSITY OF THE BOARD OF DIRECTORS
3.4.1 Role of the Chairman of the Board of Directors
The Chairman organizes and directs the work of the Board of
Directors, and provides the Shareholders’ Meeting with a report on
said work. He supervises the proper functioning of the Company’s
administrative bodies’ compliance with the principles and practices
of good governance, particularly with regards to the Board’s
specialized committees. He ensures that the Directors are capable
of performing their duties and that they are properly informed.
3.4.2 Duties of the Board of Directors
On the recommendation of the Management, the Board of Directors
determines the group ’s medium-term strategy and reviews it regularly,
appoints the corporate officers in charge of managing the Company
in accordance with that strategy, oversees the management of the
Company and ensures the quality of the information provided to the
shareholders and the markets.
The Board of Directors examines and approves the medium-term
strategic plan and, every year, the annual budget. It ensures that they
are properly implemented.
The Board of Directors receives regular briefings and can obtain
information at all times on any changes in the activity or results of
the group , its financial position, indebtedness, cash position and
more generally on any of the group ’s commitments, particularly any
difficulties calling into question the implementation of any of the
guidelines in the strategic plan.
The Board determines the objectives in terms of financial structure
and keeps itself appraised of changes to that structure.
In accordance with the provisions of the internal regulations of the
Board of Directors, available on the bourbonoffshore.com website,
the following decisions may be made solely by the Board of Directors:
(a) entry into any strategic partnership for an amount exceeding
ten million euros (€10,000,000) or for a duration exceeding two
(2) years;
(b) determination of the Company’s dividend policy;
(c) any planned merger, spin-off, or partial asset contribution;
(d) any capital increase (including any decision to eliminate the
shareholders’ pre-emptive subscription right either immediately
or in the future) in kind or in cash, including capital increases
resulting from a merger, partial asset contribution or contribution
in kind;
(e) issuance of any securities, whether or not giving access
(immediately or in the future) to the Company’s share capital or
voting rights; and
(f) any decision to hire or appoint any employee or corporate
officer to be a member of the Executive Committee or to be
Chief Executive Officer of BOURBON Corporation SA and its
subsidiaries.
The Board of Directors reviews and approves the information
published in the Registration Document.
It approves the composition of the group ’s Management. The Board
of Directors reviews its composition whenever necessary. It reviews
its functioning annually.
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3.4.3 Diversity of the Board of Directors
The Board of Directors takes particular care to maintain a diversifi ed
composition. This diversity makes it possible to refl ect the
international dimension of the group and enrich the quality of the
Board’s debates and decisions.
Accordingly, the Board of Directors ensures that:
3 it contains members of foreign nationality;
3 its objective of balanced representation of women and men is
being pursued;
3 balanced representation is maintained on the Board in terms of
independence, age and seniority;
3 the skills necessary for the development and implementation of
the group ’s strategy are represented;
3 employees are always represented; and
3 the continuity of the Board is preserved through regular renewal
of its membership.
At April 24, 2019, the Board is composed of nine members
(including the Director representing employees): six men and three
women, all with general management experience, with different
and complementary areas of expertise. The average age is 52.
Three Directors are of foreign nationality (Belgian, Chinese and
Nigerian). Four Directors are independent. A Director representing
employees sits on the Board (one Director and one alternate) and
on the Nominating, Compensation and Governance Committee and
also participates in the executive sessions of the Board. The Board
of Directors is assisted by one Advisor.
The Board is in compliance with the gender parity required by
the Coppé-Zimmermann Law (Article L. 225-18-1 of the French
Commercial Code), under which the proportion of Directors in
listed companies must be at least 40% of each gender (Directors
representing employees are not taken into account to assess the
proportion of 40% or determine the minimum number and maximum
number of Directors as described in Article L. 225-17 of the French
Commercial Code).
3.4.4 Meetings of the Board of Directors
The Board of Directors meets as often as required by the interests
of the Company. All Directors receive the information necessary to
perform their duties, particularly to prepare for every Board meeting.
The written texts and documents in support of items on the agenda
are sent to them in advance, in the week preceding the meeting,
for prior consideration and analysis. The Directors also receive
all information on significant events occurring in the Company
between Board meetings. The annual performance review and the
compensation of Executive Directors is always carried out without
the presence of the executive in question.
The minutes of the meetings of the Board of Directors are drafted
at the end of each meeting and sent to all the Directors within the
stipulated deadlines. The minutes are generally subject to their
express approval at the following Board meeting.
The Statutory Auditors are invited to the meetings in which the Board
of Directors closes the financial statements.
The Board of Directors held 12 meetings in 2018, with an average
duration of four hours for Board meetings dealing with ongoing
topics, and a full day for strategic Board Meetings (one meeting).
Three additional meetings were held by teleconference as provided
for in the bylaws and the Board’s internal regulations to discuss
specific items leading to strategic decisions without delay, for
which the Directors were very responsive. Directors were also
consulted electronically to give their opinions on specific subjects
when necessary.
3.4.5 Table summarizing attendance rates at Board and Committee meetings in 2018
DIRECTORS BOARDAUDIT
COMMITTEE
NOMINATING AND COMPENSATION
COMMITTEEAD HOC
COMMITTEE
Jacques d’Armand de Chateauvieux 11/12 (92%) - -
Adrien de Chomereau de Saint André 08/12 (67%) - 2/2 (100%) 7/9 (78%)
Christian Lefèvre 12/12 (100%) - - 9/9 (100%)
Baudouin Monnoyeur 10/12 (84%) - -
Agnès Pannier-Runacher(1) 07/12 (59%) 2/3 (67%) - 3/9 (33%)
Philippe Salle(2) 02/12 (17%) - 1/2 (50%)
Adeline Challon-Kemoun 10/12 (84%) - 2/2 (100%)
Élisabeth Van Damme(3) 09/12 (75%) 1/3 (34%) 0/2 (0%) 6/9 (67%)
Mahmud B. Tukur 09/12 (75%) 3/3 (100%) -
Xiaowei Wang 08/12 (67%) - -
Antoine Grenier(4) 07/12 (59%) 2/3 (67%) 9/9 (100%)
Stéphane Leroux(5) 02/12 (17%)
Advisor
Henri de Chateauvieux 100% - -
(1) Agnès Pannier-Runacher’s term as a Director ended on October 17, 2018.
(2) Philippe Salle’s term as a Director ended on March 12, 2018.
(3) Élisabeth Van Damme left the Audit Committee on March 14, 2018 to join the Nominating and Compensation Committee; Élisabeth Van Damme joined
the a d h oc Committee on October 22, 2018.
(4) Antoine Grenier has been a Director since May 30, 2018.
(5) Stéphane Leroux has been a Director representing employees since November 9, 2018.
56 BOURBON 2018 REGISTRATION DOCUMENT
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The meetings of the Board of Directors in 2018 focused on reviewing
and discussing the following issues:
3 monitoring of day-to-day management:
3 review of the group ’s cash position and indebtedness,
3 detailed review of Group activity,
3 approval of interim statutory and consolidated financial
statements, approval of annual statutory and consolidated
financial statements,
3 implementation of the share buyback program,
3 review of the risk management and internal audit system,
3 monitoring of the competitive environment and the business
environment in which the group operates, especially in a
challenging market,
3 preparations for the Annual Shareholders’ Meeting and
proposal to set a dividend,
3 review of the annual budget;
3 strategic guidelines:
3 validation of a new strategic action plan called
#BOURBONINMOTION initiated at the end of 2017 to
enable the group to increase its competitiveness and meet
the new requirements of the market and its clients through
new innovative service offerings and digitization/digital
transformation,
3 discussion on the group ’s fi nancial restructuring and review of
General Management’s action plan,
3 review of the process for seeking new fi nancial partners,
3 discussion on organizational and managerial changes for the
BOURBON of tomorrow, as well as the achievements and
issues related to the management of operations and clients,
3 monitoring of local partnerships and decisions to implement
new joint venture agreements and formation of companies
both in France and abroad,
3 disposals of non-strategic assets,
3 currency hedging policy;
3 functioning of corporate bodies:
3 change in governance,
3 systematic follow-up of committee reports presented at the
next Board meeting after these committee meetings,
3 consideration of all aspects of compensation paid to
corporate officers,
3 evaluation, rules of corporate governance, position of Directors
with regard to the independence criteria, functioning of the
Board and a diversifi ed membership, Directors’ fees,
3 approval of Board reports,
3 composition of the Board and recruitment of new Directors,
election of a Director representing employees,
3 composition of the General Management,
3 policy on gender equality and equal pay,
3 review of the group ’s CSR issues and performance,
3 review of the succession plan for key talent and senior
executives of the Company;
3 authorization and review of “related party” agreements pursuant to
Article L. 225-38 of the French Commercial Code.
As such, the Board of Directors’ meeting of December 31, 2018
reviewed agreements authorized and entered into during previous
fi scal years whose performance was ongoing.
In addition, at its meeting on December 3, 2018, the Board conducted
its annual review of related party agreements in accordance with
Article L. 225-40-1 of the French Commercial Code and informed the
Statutory Auditors thereof. This review, which was carried out in the
absence of the Directors in question on the basis of the information
provided by Management and the Audit Committee, enabled the
Board of Directors to conclude, in accordance with the committee’s
recommendation, that the Company has an interest in continuing the
performance of said related party agreements until their extinction,
taking into account the interest that they continue to present for
BOURBON.
The Directors also receive a regular report from General Management
informing them of the monitoring of the decisions made by the Board,
the progress of discussions with all BOURBON’s lenders, the process
for seeking new fi nancial partners, the situation of the surrounding
market and developments in the main operational indicators. Where
necessary, they are also able to question members of Management
and may communicate with each other without Executive Directors
being present.
3.5 ASSESSMENT OF THE BOARD OF DIRECTORS AND THE COMMITTEES
Every three years, a formal assessment is made in the form of a
detailed questionnaire about the Board of Directors and the two
specialized Committees, which is given to each member of the Board.
Once a year during the intervening years when the Board does not
conduct a formal assessment, it devotes one item on its agenda to a
discussion of its procedures and the diversity of its membership. At the
end of Board meetings, the Directors frequently share their opinion
of the meetings, expressing any need for additional information, or
alternatively their thoughts on the quality of the preliminary documents
provided and the Board proceedings in general.
The last formal assessment of the Board of Directors and its two
specialized Committees took place at the end of 2017.
The conclusions of this self-assessment were positive overall,
particularly regarding:
3 the composition and functioning of the Board, in particular with
regard to the number of Directors, their age and nationality and
the representation of women;
3 the proper balance in the composition of the Committees;
3 the clear and comprehensive minutes on the work performed by
the Committees;
3 a high level of involvement by the Directors in the work of the
Board and the access to information by Directors before and
between each meeting of the Board was judged by the members
to be very satisfactory;
3 the subjects addressed during the meetings appropriate to the
challenges facing the Company;
3 quality and effi ciency of meetings: the members believe that the
time for individual expression at meetings is very satisfactory and
that the Board of Directors devotes adequate time to subjects and
their importance and that there is a strong climate of trust between
the members of the Board of Directors, which allows debates of
high quality and considerable freedom of expression.
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3.6 SPECIALIZED COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors is assisted in its work by three specialized
Committees: the Audit Committee, the Nominating, Compensation
and Governance Committee and an a d h oc Committee.
These Committees cannot be delegated powers reserved by law or
bylaws to the Board of Directors, nor can they reduce or limit the
powers of the Management. Depending on its remit and where
appropriate, each committee issues proposals, recommendations
and advice for the Board.
3.6.1 Audit Committee
The mission of the Audit Committee is to assist the Board of Directors
so that it can monitor the accuracy and consistency of BOURBON
Corporation SA’s company and consolidated financial statements, the
quality of internal control and the information available to shareholders
and the markets.
The Audit Committee works as a specialized Committee to oversee
questions relating to the preparation and control of accounting and
financial information pursuant to Articles L. 823-19 and L. 823-20-4°
of the French Commercial Code.
In this context:
3 it reviews any changes in IFRS, the internal control structure and
any matters pertaining to financial presentation, particularly for the
Registration Document;
3 it manages the procedure for selecting Statutory Auditors before
submitting the results to the Board; it examines their independence
and objectivity;
3 it oversees the process of preparing financial data and, where
appropriate, makes recommendations to ensure their integrity;
3 it reviews in advance and gives its opinion on the draft annual and
interim annual financial statements;
3 it examines the relevance and consistency of the accounting
policies and standards used to prepare the financial statements
and prevents any non-compliance with those standards;
3 it ensures that any changes in the scope of the consolidated
companies are presented, and provides any necessary
explanations;
3 it evaluates the Company’s risk exposure and off-balance sheet
commitments;
3 it assesses the effectiveness and quality of the group ’s internal
control systems and procedures and, where necessary,
the effectiveness of the internal auditing of procedures for
preparing and processing accounting and financial data, without
compromising its independence, ensuring in particular that the
Internal Control committee has been appointed and operates
satisfactorily;
3 it reviews the financial and cash position;
3 it examines the procedures adopted to evaluate and manage
significant risks;
3 it examines the financial commitments given to shipyards handling
orders authorized according to the procedure for related party
agreements, for vessels under construction;
3 it makes recommendations concerning the Statutory Auditors,
whose appointment (or reappointment) is proposed at the
Shareholders’ Meeting;
3 it monitors the performance of the Statutory Auditors and if
necessary takes into account the observations and conclusions
of the French Audit Office Board (HCCC) following the audits
carried out;
3 it approves the provision by the Statutory Auditors of services
other than the certification of the fi nancial statements;
3 it reports regularly to the Board of Directors on the results of the
certification of the accounts, on how this work has contributed
to the integrity of the financial data, and on the role it played in
this process. It also informs it immediately of any difficulties
encountered.
The Audit Committee follows the recommendations issued on
July 22, 2010 by the AMF working group on Audit Committees.
3.6.1.1 Composition and functioning of the Audit Committee
The Audit Committee consists of at least three members appointed
by the Board of Directors. The duration of the members’ term of
office coincides with their term as Directors. The committee members
appoint their Chairman from among themselves. For the deliberations
of the committee to be valid, at least half of its members must be
present. Directors who take part in the meeting by videoconference
or telecommunication methods are deemed to be present provided
that these methods enable them to be identified and ensure their
effective participation. The nature and application conditions of these
methods are set by a decree of the French Conseil d’État.
The Audit Committee adopted internal regulations on March 10, 2010
which were revised at the meeting of the committee on August 28,
2015.
As of December 31, 2018, the Committee is composed of three
people, of which two are Independent Directors, complying with the
proportion of at least two-thirds recommended by the AFEP- MEDEF
in listed companies:
3 Antoine Grenier, Independent Director, who chairs the Committee;
3 Mahmud B. Tukur, Independent Director;
3 Christian Lefèvre, Director.
Its members all have recognized financial and accounting expertise,
as evidenced by their professional backgrounds (see section 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” of this report).
The Audit Committee reviewed the financial statements prior to their
examination by the Board of Directors.
When the annual and interim financial statements are closed, the
members of the Audit Committee consult the Statutory Auditors on
the methods used to carry out their work.
Thierry Hochoa, in his capacity as Group Chief Financial Officer, has
participated since his appointment in all the meetings of the Audit
Committee.
The Audit Committee is regularly informed of the risk management
procedures deployed within the group , as well as of the work
conducted by internal audit, which was the subject of two
presentations by the Director of Internal Audit during the year.
The Audit Committee may, when it deems it necessary, question
Senior Management, the Finance Department, the Director of Internal
Audit or any other member of management.
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The Chairman of the Audit Committee reports to the Board on
the work of the committee and issues its recommendations at the
start of each session of the Board of Directors’ meeting following a
committee meeting.
3.6.1.2 Work of the Audit CommitteeThe Audit Committee met three times in 2018. The Statutory Auditors
attended committee meetings discussing the closing of the audited
financial statements. In this context, they explained the context in
which they carried out their duties and presented their conclusions.
During those meetings, the committee:
3 examined the financial statements for the fiscal year ended
December 31, 2017, and the 2018 interim financial statements;
3 reviewed related party agreements;
3 assessed the management of foreign exchange risk and in
particular unrealized foreign exchange losses;
3 analyzed the risks in the countries in which the group operates;
3 reviewed the group ’s financial position, indebtedness and cash
position;
3 analyzed the results of the impairment tests on the group ’s Cash
Generating Units;
3 evaluated the financial risks relating to the shipyards where the
group ’s vessels are built;
3 oversaw and evaluated the work of the Internal Audit Department
and approved the audit plan for 2019;
3 reviewed the independence, fees and duties of the Statutory
Auditors of the Company. It also pre-approved other assignments
carried out by the Statutory Auditors.
3.6.2 Nominating, Compensation and Governance Committee
The main responsibilities of the Nominating, Compensation and
Governance Committee are to issue recommendations, proposals
and remarks to the Board of Directors and to assist it in the following
areas:
3 examining all proposals for nomination to a position as a member
of the Board of Directors or to any position as a corporate
officer, formulating an opinion on those proposals and/or a
recommendation to the Board of Directors;
3 recommending the total amount and distribution of Directors’
fees to be proposed to the Shareholders’ Meeting;
3 recommendations concerning the compensation, pension and
benefits system, in-kind benefits and other pecuniary rights
awarded to the corporate officers and/or Executive Directors of
the group , including any stock options. To do so, the committee
is kept informed of the compensation policy for the group ’s key
managers;
3 examining the overall policy for awarding stock options, bonus
shares to employees and any form of staff incentive in the
Company’s results;
3 examining the succession plan for members of the General
Management and for key talent in senior positions within the
group ;
3 monitoring governance practices and proposing governance
rules to the Board to be applied by the Company.
3.6.2.1 Composition and functioning of the Nominating, Compensation and Governance Committee
The Committee consists of at least three members appointed by
the Board of Directors. The Committee appoints its Chairman from
among its members.
The Committee meets at least once a year.
As of December 31, 2018, the Nominating, Compensation and
Governance Committee is composed of four members, two of
whom are Independent Directors and one of whom is the Director
representing employees:
3 Adeline Challon-Kemoun, Independent Director, who chairs the
Committee;
3 Elisabeth Van Damme, Independent Director;
3 Adrien de Chomereau de Saint-André, Director;
3 Stéphane Leroux, the Director representing employees since
November 9, 2018.
The Nominating, Compensation and Governance Committee
adopted internal regulations on March 15, 2010.
The Chairman of the Board and the Chief Executive Officer participate
in the Committee’s discussions on nominations. The succession plan
for key positions within the Company is submitted annually to the
Committee.
3.6.2.2 Work of the Nominating, Compensation and Governance Committee
The Committee met twice in 2018 with a 100% attendance rate at
the meeting held on March 12, 2018 and a 67% attendance rate at
the meeting held on April 10 2018.
The Committee dealt with various issues, particularly:
3 reviewing the independent status of Directors;
3 reviewing the candidacies for new Directors affecting the current
configuration of the Board of Directors;
3 evaluating the performance and quality of management of each
corporate officer;
3 the compensation of the corporate officers and definition of the
criteria for the variable part in accordance with industry practice
and in line with the compensation paid to the other executives in
the Company;
3 reviewing the succession plan for key talent holding senior
positions within the group .
3.6.3 Ad h oc Restructuring Committee
The a d h oc Restructuring Committee, created on July 23, 2018
by the Board of Directors, meets several times a month and its
main responsibilities are to issue recommendations, proposals and
remarks to the Board of Directors and to assist it in the following
areas:
3 reviews, discussions and recommendations regarding the
fi nancial restructuring of the group ;
3 reviews, discussions and recommendations regarding the
process for seeking new fi nancial partners;
3 the work of this Committee is reported to the Board of Directors.
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3.6.3.1 Composition and functioning of the ad hoc Restructuring Committee
The Committee is composed of at least four members, two of
whom independent Directors and two non independent Directors
appointed by the Board of Directors. The committee appoints its
Chairman from among its members.
The Committee meets according to the calendar of discussions
related to the fi nancial restructuring of the Company.
As of December 31, 2018, the ad hoc Committee is composed of
four persons, two of whom are Independent Directors:
3 Antoine Grenier, Independent Director, who chairs the Committee;
3 Elisabeth Van Damme, Independent Director;
3 Adrien de Chomereau de Saint-André, Director;
3 Christian Lefèvre, Director.
3.6.3.2 Work of the a d h oc Restructuring CommitteeThe Committee met nine times in 2018 with a 76% attendance rate.
The Committee dealt with various issues, particularly:
3 review of the Company’s work regarding fi nancial restructuring;
3 review of discussions with all of the Company’s lessors and
lenders;
3 review and discussions regarding the fi nancial restructuring
timetable;
3 review and discussion of the New Money search timetable and
process, and recommendations to the Board of Directors;
3 review and discussions of the group ’s current trading and cash
fl ow.
3.7 COMPENSATION AND BENEFITS OF CORPORATE OFFICERS FOR THE YEAR ENDED DECEMBER 31, 2018
This paragraph describes, pursuant to the compensation policy
decided by the Board of Directors on March 14, 2018 and approved
by the Shareholders’ Meeting of May 30, 2018 (tenth ordinary
resolution), the compensation and benefi ts paid (or payable) for
fi scal 2018 to the Company’s Executive Directors, namely Jacques
d’Armand de Chateauvieux, in his capacity as Chairman and
Chief Executive Offi cer and, as of March 14, 2018, as Chairman
of the Board of Directors, Gaël Bodénès in his capacity as Chief
Operating Offi cer and from March 14, 2018 in his capacity as Chief
Executive Offi cer, and Astrid de Lancrau de Bréon, Chief Operating
Offi cer whose term expired on July 10, 2018, it being specifi ed that
the components of variable compensation can only be paid after
the approval of the Shareholders’ Meeting of June 28, 2019 in
accordance with Article L. 225-100 of the French Commercial Code.
They are detailed in this document (see the draft resolutions of the
Combined General Meeting of June 28, 2019).
3.7.1 Compensation of the Chairman and Chief Executive Officer for fiscal year 2018
At its meeting on March 14, 2018, the Board of Directors of BOURBON
Corporation, on the proposal of the Nominating, Compensation and
Governance Committee, decided that the components of Jacques
d’Armand de Chateauvieux’s compensation in respect of the 2018
fiscal year would be as follows:
3 fi xed annual compensation unchanged at €144,000;
3 variable compensation, which remains entirely linked to the
Company’s performance, corresponding to 1% of surplus net
income (group share) for the fi scal year in question and capped at
70% of the fixed compensation;
3 Directors’ fees paid by BOURBON Corporation SA.
With respect to variable compensation, the Board of Directors
did not follow the recommendation of the AFEP-MEDEF Code,
which provides that variable compensation must be subject to the
achievement of specific objectives, but instead granted variable
compensation with terms similar to the compensation terms of the
other shareholders (that is to say, a percentage of net income where
it is positive). This decision was based on the fact that the objectives
set for the two other corporate officers, linked to quantitative and
qualitative performance criteria, cannot apply to the Chairman and
CEO, who is the Company’s principal shareholder.
Jacques d’Armand de Chateauvieux has no other commitments
from the Company.
The Board, having approved the Company’s financial statements,
noted that net income (group share) was negative. Therefore,
no variable compensation will be paid to Jacques d’Armand de
Chateauvieux for fiscal year 2018.
3.7.2 Compensation of the Chief Executive Officer for fiscal year 2018
At its meeting on March 14, 2018, the Board of Directors of
BOURBON Corporation SA, on the proposal of the Nominating,
Compensation and Governance Committee, decided that the
components of the compensation paid to Gaël Bodénès in respect
of the 2018 fiscal year would be as follows:
3 fixed annual compensation of €280,260;
3 for the variable compensation, at its meeting on March 14, 2018,
the Board of Directors decided on a calculation procedure based
on the fi xed compensation; the variable compensation can be
up to 50% of fi xed compensation if the targets are met, and up
to 70% if the targets are exceeded. Targets are reviewed and
set each year by the Board of Directors on the proposal of the
Nominating, Compensation and Governance Committee and
aligned with the targets linked to the group ’s strategic priorities.
The degree to which each objective must be achieved is
precise and progressive, but is not made public for reasons of
confidentiality.
As the Chief Executive Offi cer is in office at December 31, 2018, he is
also allocated unemployment insurance for senior executives and a
company car.
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On the basis of the objectives defined at the meeting of March 14,
2018, the Board of Directors, having heard the opinion of the members
of the Nominating, Compensation, and Governance Committee,
which examined the extent to which the various performance criteria
had been achieved and analyzed the personal contribution of each
of the Executive Vice Presidents, and after deliberations, fixed the
variable compensation to be paid for fiscal year 2018, subject to the
approval of the Shareholders’ Meeting of June 28, 2019.
Achievement of objectives for fiscal year 2018
TARGET % % GRANTED
Economic parameters: 40% 10%
Target for EBITDA excl. capital gains 20% Not achieved
Objective for Days Sales Outstanding (DSO) 20% Achieved
Operational/HSE parameters: 40% 0%
Target for average fleet utilization rate 20% Not achieved
Target for Group TRIR 20% Not achieved
Personal contribution: 20% 20%
TOTAL 100% 30%
3.7.3 Compensation of the Chairman of the Board of Directors for fiscal year 2018
The BOURBON Corporation SA Board of Directors, at its meeting
held on April 10, 2018, on the proposal of the Nominating,
Compensation and Governance Committee, decided on the
compensation components payable to Jacques d’Armand de
Chateauvieux, in respect of his term as Chairman of the Board of
Directors for the 2018 fi scal year:
3 fixed annual compensation of €144,000;
3 Directors’ fees paid by BOURBON Corporation SA.
Jacques d’Armand de Chateauvieux has no other commitments
from the Company.
The Nominating, Compensation and Governance Committee
reviews this fixed compensation annually.
3.7.4 Compensation of the Executive Vice Presidents in respect of fiscal year 2018
At its meeting on March 14, 2018, the Board of Directors of
BOURBON Corporation SA, on the proposal of the Nominating,
Compensation and Governance Committee, decided that the
components of the compensation paid to Gaël Bodénès and Astrid
de Lancrau de Bréon in respect of the 2018 fiscal year would be as
follows:
3 for Gaël Bodénès: fi xed annual compensation of €280,260;
3 for Astrid de Lancrau de Bréon: fi xed annual compensation of
€240,000;
3 for the variable portion, several years ago the Board of Directors
defined a calculation procedure based on fixed compensation;
variable compensation can reach 50% of fixed compensation if
the objectives are achieved, and up to 70% if the objectives are
exceeded. Targets are reviewed and set each year by the Board
of Directors on the proposal of the Nominating, Compensation
and Governance Committee and aligned with the targets linked
to the group ’s strategic priorities. The degree to which each
objective must be achieved is precise and progressive, but is not
made public for reasons of confidentiality.
For his term of offi ce as Chief Operating Offi cer, Gaël Bodénès
was allocated unemployment insurance for senior executives
and a company car. Astrid de Lancrau de Bréon was entitled to
unemployment insurance for senior executives until the end of her
term of offi ce, i.e. until July 10, 2018.
On the basis of the objectives defined at the meeting of
March 14, 2018, the Board of Directors, having heard the opinion
of the members of the Nominating, Compensation, and Governance
Committee, which examined the extent to which the various
performance criteria had been achieved and analyzed the personal
contribution of each of the Executive Vice Presidents, and after
deliberations, fixed the variable compensation to be paid for fiscal
year 2018, subject to the approval of the Shareholders’ Meeting of
June 28, 2019.
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Achievement of objectives for fiscal year 2018
GAËL BODÉNÈS, EXECUTIVE VICE PRESIDENT, CHIEF OPERATING OFFICER THEN CHIEF EXECUTIVE OFFICER TARGET % % GRANTED
Economic parameters: 40% 10%
Target for EBITDA excl. capital gains 20% Not achieved
Objective for Days Sales Outstanding (DSO) 20% Achieved
Operational/HSE parameters: 40% 0%
Target for average fleet utilization rate 20% Not achieved
Target for Group TRIR 20% Not achieved
Personal contribution: 20% 20%
TOTAL 100% 30%
ASTRID DE LANCRAU DE BRÉON, EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER TARGET % % GRANTED
Economic parameters: 40% 10%
Target for EBITDA excl. capital gains 20% Not achieved
Objective for Days Sales Outstanding (DSO) 20% Achieved
Operational/HSE parameters: 40% 0%
Target for average fleet utilization rate 20% Not achieved
Target for Group TRIR 20% Not achieved
Personal contribution: 20% 0%
TOTAL 100% 10%
3.7.5 Summary table of the compensation, stock options, and shares granted to each Executive Director in office as of December 31, 2018 (in euros)
JACQUES D’ARMAND DE CHATEAUVIEUX, CHAIRMAN OF THE BOARD OF DIRECTORS FISCAL YEAR 2017 FISCAL YEAR 2018
Compensation due for the year (detailed in table 3.7.7) 174,000 182,000
Variable long-term compensation allocated over the year - -
Value of stock options awarded during the year - -
Value of shares awarded during the year - -
TOTAL 174,000 182,000
GAËL BODÉNÈS, CHIEF EXECUTIVE OFFICER FISCAL YEAR 2017 FISCAL YEAR 2018
Compensation due for the year (detailed in table 3.7.7) 408,512 340,971
Variable long-term compensation allocated over the year - -
Value of stock options awarded during the year - -
Value of shares awarded during the year - -
TOTAL 408,512 340,971
3.7.6 Summary table of the compensation, stock options and shares granted to each Executive Director whose term of office ended in 2018 (in euros)
ASTRID DE LANCRAU DE BRÉON, EXECUTIVE VICE PRESIDENT (END OF TERM 7.10.2018) FISCAL YEAR 2017 FISCAL YEAR 2018
Compensation due for the year (detailed in table 3.7.8) 283,508 133,415
Variable long-term compensation allocated over the year -
Value of stock options awarded during the year - -
Value of shares awarded during the year - -
TOTAL 283,508 133,415
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3.7.7 Summary table of the compensation of each Executive Director in office at December 31, 2018 (in euros)
JACQUES D’ARMAND DE CHATEAUVIEUX, CHAIRMAN OF THE BOARD OF DIRECTORS
FISCAL YEAR 2017 FISCAL YEAR 2018
DUE FOR THE YEAR
PAID OVER THE YEAR
DUE FOR THE YEAR
PAID OVER THE YEAR
Fixed compensation 144,000 144,000 144,000 144,000
Variable compensation(1) - - - -
Variable long-term compensation - - - -
Exceptional compensation - - - -
Directors’ fees(2) 30,000 30,000 38,000 32,000
Benefits in kind - - - -
TOTAL 174,000 174,000 182,000 176,000
(1) Variable compensation is payable the following year, after approval of the financial statements by the Shareholders’ Meeting.
(2) The amount due may vary according to the number of Board meetings held during the year.
GAËL BODÉNÈS, CHIEF EXECUTIVE OFFICER
FISCAL YEAR 2017 FISCAL YEAR 2018
DUE FOR THE YEAR
PAID OVER THE YEAR
DUE FOR THE YEAR
PAID OVER THE YEAR
Fixed compensation 326,337 326,337(3) 280,260 280,260
Variable compensation(1) 63,662 26,500 42,039 63,662
Variable long-term compensation - - - -
Exceptional compensation - - - -
Directors’ fees for terms of office served in the group - - - -
Benefits in kind(2) 18,513 18,513 18,672 18,672
TOTAL 408,512 371,350 340,971 362,594
(1) Variable compensation is payable the following year, after approval of the financial statements by the Shareholders’ Meeting.
(2) Company car + unemployment insurance for senior executives.
(3) Of which pay in lieu of vacation amounting to €61,204.
No supplementary scheme has been granted by BOURBON Corporation, nor any benefits in kind other than those mentioned in the tables
above, for the Chairman and Chief Executive Officer.
3.7.8 Summary table of the compensation of each Executive Director (in euros) whose term of office ended in 2018
ASTRID DE LANCRAU DE BRÉON, EXECUTIVE VICE PRESIDENT (UNTIL 7.10.2018)
FISCAL YEAR 2017 FISCAL YEAR 2018
DUE FOR THE YEAR
PAID OVER THE YEAR
DUE FOR THE YEAR
PAID OVER THE YEAR
Fixed compensation 226,461 226,461(3) 126,452 126,452
Variable compensation(1) 52,800 - 6,323 52,800
Variable long-term compensation - - - -
Exceptional compensation - - - -
Directors’ fees for terms of office served in the group 29,000 -
Benefits in kind(2) 4,247 4,247 640 640
TOTAL 283,508 259,708 133,415 179,892
(1) Variable compensation is payable the following year, after approval of the financial statements by the Shareholders’ Meeting.
(2) Housing until December 3, 2017; as of December 4, 2017, Astrid de Lancrau de Bréon had unemployment insurance for senior executives
(3) Of which pay in lieu of vacation amounting to €6,460.
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3.7.9 Directors’ fees
Members of the Board of Directors receive, as their only
compensation, Directors’ fees up to the overall amount set by
decision of the Combined Shareholders’ Meeting. These fees
are paid based on attendance at the meetings held between two
Ordinary General Meetings.
The Combined Shareholders’ Meeting of May 20, 2014 decided to
allocate an overall amount of €400,000 for 2014 and subsequent
years.
The procedures for distributing Directors’ fees are now as follows:
3 fixed compensation of €10,000;
3 variable compensation which takes into account actual
participation by each Director in the work of the Board of Directors
and its committees, consisting of:
3 €5,000 for attendance at “strategic and operational” Board
meetings and €3,000 for attendance at other Board meetings,
3 €5,000 for attendance at committee meetings.
Under these terms, the amount paid in 2018 to the members of
the Board of Directors (before withholding tax for foreign Directors)
totaled €387,000.
(in euros)DIRECTORS’ FEES
PAID IN 2017DIRECTORS’ FEES
PAID IN 2018
Directors
Jacques d’Armand de Chateauvieux 30,000 32,000
Adrien de Chomereau de Saint André - 42,000
Adeline Challon-Kemoun 3,000 47,000
Christian Lefèvre 30,000 32,000
Baudouin Monnoyeur 30,000 32,000
Mahmud B. Tukur 37,000 42,000
Elisabeth Van Damme - 44,000
Xiaowei Wang 24,000 22,000
Antoine Grenier - -
Directors representing employees
Stéphane Leroux (Director) - -
Patrick Lièvre (alternate) - -
Advisor
Henri d’Armand de Chateauvieux 15,000 16,000
Director whose term ended during the fiscal year
Agnès Pannier-Runacher 45,000 42,000
Philippe Salle 34,000 36,000
TOTAL 359,000* 387,000
* Of which Directors’ fees paid to Directors whose terms expired in 2017:
members of the Board of Directors did not benefit from any other compensation or benefit during the year.
3.7.10 Stock options awarded and/or exercised during 2018
None.
3.7.11 Stock options awarded during the year 2018 to each Executive Director
None.
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3.7.12 Stock options exercised during the year by each Executive Director
None.
3.7.13 Stock options or stock purchase options awarded to the first ten non-corporate officer employees/stock options or stock purchase options exercised by the first ten non-corporate officer employees during 2018
None.
3.7.14 Performance shares awarded and/or that became available during the 2018 fiscal year
None.
3.7.15 History of stock options awarded
The table below shows all the information related to stock option plans granted by the Company in force during the fi scal year ended
December 31, 2018.
MEETING DATE
JUNE 1, 2011
PLAN NO. 10 PLAN NO. 11
Date of Board meeting November 30, 2012 December 2, 2013
Start date for exercising options November 30, 2016 December 2, 2017
Expiration date November 29, 2018 December 1, 2019
Original number of beneficiaries 2 68
Total number of stock subscription or purchase options: 29,700 1,037,000
a) Corporate officers(1) 140,000
Jacques d’Armand de Chateauvieux - -
Gaël Bodénès - 60,000
Astrid de Lancrau de Bréon - -
b) Top 10 employee beneficiaries 29,700 198,000
Subscription or purchase price €19.82 €19.68
Discounts granted non non
Options exercised at 12.31.2018 - -
Options canceled or voided at 12.31.2018 29,700 400,000
Options remaining to be exercised at 12.31.2018 - 637,000
(1) List of the corporate offi cers with these duties during the year ended December 31, 2018.
3.7.16 History of bonus share allocations in force as of December 31, 2018
None.
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3.8 PRINCIPLES AND CRITERIA FOR THE DETERMINATION, DISTRIBUTION AND ALLOCATION OF THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS OF TOTAL COMPENSATION AND BENEFITS OF ANY KIND PAYABLE TO EXECUTIVE DIRECTORS IN 2019
In accordance with Article L. 225-37-2 of the French Commercial
Code, the principles and criteria are set out below for determining,
distributing and allocating the fi xed, variable and exceptional
components of total compensation and benefi ts of any kind
attributable to the Chairman of the Board of Directors and the Chief
Executive Offi cer in connection with their terms of offi ce for fi scal
2019 as set by the Board of Directors at its meeting of April 25, 2019,
on the proposal of the Nominating, Compensation and Governance
Committee, subject to the approval thereof by the Shareholders’
Meeting of June 28, 2019. (see draft resolutions for the Combined
Shareholders’ Meeting of June 28, 2019). The Company’s position
does not allow a comprehensive view of the implementation of its
compensation policy over several years and the tendency has been
to maintain current compensation without any increases until a return
to better fortunes for the Company.
In accordance with Article L. 225-37-2 of the French Commercial
Code, we declare that the payment of the variable and exceptional
components of compensation presented in the present report will
be subject to the approval of the compensation of the persons in
question by the Shareholders’ Meeting that will take place in 2020
in order to approve the financial statements for the 2019 fiscal year.
3.8.1 General principles for determining the compensation of Executive Directors
The principles for determining the compensation of Executive
Directors are set by the Board of Directors on the recommendation
of the Nominating, Compensation and Governance Committee
in accordance with the provisions of the AFEP-MEDEF Code of
Corporate Governance as revised in June 2018 and which ensures
compliance with the following principles:
3 the compensation policy is tailored to reflect the responsibilities
of each person and ensures that the compensation components
fit the group ’s overall compensation policy for executives in key
positions;
3 the compensation policy must remain consistent with those of
companies of the same size and for similar positions, and with
international companies operating in the same business sector;
3 the compensation of Executive Directors is composed of a
fixed component and a variable component; The Nominating,
Compensation and Governance Committee reviews the fixed
compensation annually;
3 the remuneration criteria for the variable component are reviewed
each year in order to remain aligned with the Company’s strategy.
The amount of the variable component may not exceed a given
percentage of the fixed component;
3 the allocation of stock options or the allocation of bonus shares
must reflect a policy of proportional distribution that is not
concentrated on the Executive Directors. It is conditional on
performance criteria. If they exercise their options or in the case
of definitive allocation of bonus shares, the Executive Directors
are required to retain 20% of the shares until the end of their
terms of offi ce.
The stock option plans relate exclusively to shares of BOURBON
Corporation SA.
The stock options granted for new and/or existing shares reflect
a policy of proportional distribution which is not concentrated
on one category of beneficiaries and, more particularly, on the
Executive Directors, in accordance with the recommendations of the
AFEP- MEDEF Code.
Each plan is decided by the Board of Directors, as delegated by the
Shareholders’ Meeting, on the recommendation of the Nominating,
Compensation and Governance Committee, which is specifically
responsible for recommending the number of options to be awarded
to Management and for setting performance criteria.
Stock options can only be exercised after the expiration of a period
of four years, subject to presence conditions. Their exercise price
corresponds to the average price of the share for the 20 stock
market trading sessions prior to the date of award of the options,
with no discount applied.
The bonus share award plans relate exclusively to BOURBON
Corporation SA shares.
The bonus share award plans reflect a policy of proportional
allocation which is not concentrated on one category of beneficiaries
and, more particularly, on the Executive Directors, in accordance
with the recommendations of the AFEP-MEDEF Code.
Each plan is decided by the Board of Directors, as delegated by the
Shareholders’ Meeting, on the recommendation of the Nominating,
Compensation and Governance Committee, which is specifically
responsible for recommending the number of shares to be awarded
to Management and for setting performance criteria.
The Board of Directors sets the vesting and lock-up periods, and
then determines the plan regulations, which govern the terms and
conditions of the allocation of shares to beneficiaries.
3 the compensation policy for Executive Directors set by the Board
of Directors may, under certain conditions, schedule the payment
of severance payments or compensation for a non-compete
undertaking capped at 24 months of annual compensation (fi xed
and variable) for the relevant executive;
3 the Board of Directors considers, in respect of other
compensation, such as exceptional and standard compensation,
indemnities or benefits due or likely to be due as a result of taking
office, that in the interest of BOURBON and stakeholders, the
principle of paying these to corporate officers under very specific
circumstances should not rule out in principle. The payment of
such compensation must be justified and the grounds for its
implementation laid down by the Board. In any event, this other
compensation must meet the requirements of the AFEP- MEDEF
Code of Corporate Governance and may only be paid after
approval by a Shareholders’ Meeting in accordance with
Article L. 225-100 of the French Commercial Code amended by
ruling No. 2017-1162 dated July 12, 2017;
3 Directors’ fees: members of the Board of Directors receive, as
their only compensation, Directors’ fees up to the overall amount
set by decision of the Combined Shareholders’ Meeting. These
fees are paid based on attendance at the meetings held between
66 BOURBON 2018 REGISTRATION DOCUMENT
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Report of the Board of Directors on Corporate Governance
two Ordinary General Meetings. The Combined Shareholders’
Meeting of May 20, 2014 decided to allocate an overall amount
of €400,000 for 2014 and subsequent years. The procedures for
distributing Directors’ fees are as follows: fixed compensation of
€10,000; variable compensation which takes into account actual
participation by each Director in the work of the Board of Directors
and its committees, of €5,000 for attendance at “strategic and
operational” Board meetings and €3,000 for attendance at other
Board meetings as well as €5,000 for participation in committees.
3.8.2 Principle and criteria for determining the compensation of the Chairman of the Board of Directors in respect of fiscal year 2019
Following a proposal from the Nominating, Compensation and
Governance Committee, the Board meeting of April 25, 2019
approved the following compensation for the Chairman of the Board
of Directors in respect of fi scal year 2019:
3 Directors’ fees: the Chairman of the Board of Directors may receive
and retain Directors’ fees paid by BOURBON Corporation SA,
up to the limit set by the Shareholders’ Meeting, in accordance
with the allocation rule defined by the Board (see section 3.7.9,
“Directors’ fees”);
3 annual fixed compensation: it will remain unchanged at an amount
of €144,000.
The Nominating, Compensation and Governance Committee reviews
this fixed compensation annually.
3.8.3 Principle and criteria for determining the compensation of the Chief Executive Officer in respect of fiscal year 2019
Following a proposal from the Nominating, Compensation and
Governance Committee, the Board meeting of April 25, 2019
approved the following compensation for the Chief Executive Offi cer
in respect of fi scal year 2019:
3 annual fixed compensation: the Chief Executive Officer receives
fixed compensation in respect of his or her term of office,
determined by the Board of Directors on the recommendation of
the Nominating, Compensation and Governance Committee;
3 annual variable compensation: the Chief Executive Officer receives
variable compensation in respect of his or her term of office,
determined by the Board of Directors on the recommendation of
the Nominating, Compensation and Governance Committee.
The formula for calculating this variable compensation is re-examined
annually by the Nominating, Compensation and Governance
Committee and the Board of Directors.
The Board of Directors has decided to continue using a calculation
method based on fixed compensation. The variable compensation
may reach 50% of the fixed compensation if the objectives are
achieved, and up to 70% if the objectives are exceeded. The
objectives for the 2019 fiscal year based on the objectives of the
2019 budget would be as follows:
TARGET %
Economic parameters: 40%
- Target for EBITDAR excluding capital gains (1) 20%
- Objective for Days Sales Outstanding (DSO) (2) 20%
Operational parameters: 20%
- Target for average fleet utilization rate (3) 20%
Corporate social responsibility (HSE) parameters: 20%
- Target for Total Recordable Incidents Rate (Group TRIR) (4) 20%
Personal contribution 20%
TOTAL 100%
The method used to determine the achievement of the target objectives specific to each parameter (economic/operational/CSR) would
continue to be based on the application of a scale according to the result (R) reached of the target objective (TO).
1) R = 110% TO = 150%
R = 100% TO = 100%
R = 90% TO = 50%
R < 90% TO = 0%
2) R= 110% TO = 150%
R = 100% TO = 100%
R = 90% TO = 50%
R < 90% TO = 0%
3) R > 105% TO = 150%
R = 100% TO = 100%
R > 98% TO = 50%
R < 98% TO = 0%
4) R = 110% TO = 140%
R = 100% TO = 100%
R = 95% TO = 80%
R < 95% TO = 0%
67BOURBON 2018 REGISTRATION DOCUMENT
MANAGEMENT REPORT3 Report of the Board of Directors on Corporate Governance
In any event, this compensation must meet the requirements of the
AFEP-MEDEF Code of Corporate Governance and may only be
paid after approval by a Shareholders’ Meeting in accordance with
Article L. 225-100 of the French Commercial Code.
The Chief Executive Officer may be allocated stock subscription and/
or purchase options as well as bonus shares under the conditions
provided for in paragraph 3.8.1; under certain conditions, he may
be paid severance benefits, or indemnities under a non-competition
commitment, up to an amount not exceeding 24 months of his
annual compensation (fi xed and variable).
3 Benefi ts of any kind: the Chief Executive Officer may be provided
with a company car and unemployment insurance for senior
executives.
3.8.4 Commitments of any kind made by the Company to its Executive Directors
EXECUTIVE DIRECTORS AFFECTED BY THE AFEP-MEDEF RECOMMENDATION
EMPLOYMENT CONTRACT
SUPPLEMENTARY PENSION SCHEME
INDEMNITY OR BENEFITS PAYABLE OR POTENTIALLY
PAYABLE DUE TO TERMINATION OR CHANGE OF FUNCTION
INDEMNITY AS A RESULT OF A
NON-COMPETITION CLAUSE
YES NO YES NO YES NO YES NO
Jacques d’Armand de ChateauvieuxChairman of the Board of Directors
Start of term of office: 03.14.2018
End of term of office: Shareholders’
Meeting called to approve the financial
statements for the year ended 12.31.2018 x x x x
Gaël BodénèsChief Executive Offi cer
Start of term of offi ce: 14.03.2018
End of term of office: Shareholders’
Meeting called to approve the financial
statements for the year ended 12.31.2018 (1) x x x
(1) Gaël Bodénès has a contract of employment with the EIG Bourbon Management, which has been suspended by the Board, deeming that his corporate
term of offi ce was an extension of the salaried duties that he has been performing since he joined the group in 2002; ending it would have deprived him
of the rights attached to his length of service. The Chief Executive Offi cer does not benefi t from any special indemnifi cation clause in the event of
departure.
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3.9 APPLICATION OF THE AFEP-MEDEF CORPORATE GOVERNANCE CODE: SUMMARY TABLE
Under the “comply or explain” rule laid down in Article L. 225-37 of the French Commercial Code and referred to in section 27.1 of the
AFEP- MEDEF Code, BOURBON Corporation SA believes that the Company complies with the recommendations of the latest version of the
AFEP-MEDEF Code published in June 2018. However, some provisions have been left out for the reasons stated in the table below:
AFEP-MEDEF RECOMMENDATIONS NOT APPLIED EXPLANATIONS REFERENCE
Variable compensation in respect of the 2018 fiscal yearSection 24.3.2 of the
AFEP-MEDEF Code states
that “variable compensation
should be subject to the
achievement of specific and
predefined objectives”.
Given the difficulties encountered by the off shore oil and gas activity and its
impact on the Company’s results, the Directors of BOURBON Corporation
SA, at the Board meeting of July 4, 2016, decided to assign moderate fixed
compensation to the Chairman and Chief Executive Officer for his executive
responsibilities. It was also decided to assign him variable compensation
based only on the broadest criterion for the performance of the Company:
its net income (group share), a mode of compensation implying the
acceptance of equivalent risk, as Executive Director, and in his capacity as
controlling shareholder.
Eff ectively, this result takes into account all components of management
that the executive has at his disposal: revenue and margin over direct costs,
asset management policy, impacting depreciation and amortization, external
vessel chartering and any provisions on these amounts. The management of
overheads, and of course those of financing, their rearrangement and
consequences for cash, and therefore on the continuity of operations in a
highly disrupted context.
The Board considered that the choice, for the Chairman and Chief Executive
Officer, of a broad criterion wholly related to the performance of the
Company was fair and appropriate in the challenging economic context,
given the low likelihood that, in the remaining years left to run until the
possible renewal of his term of office, this would give rise to any payment.
The Board meeting of March 14, 2018 decided to separate the functions of
the Chairman of the Board of Directors and Chief Executive Officer of the
Company, and appointed Jacques d’Armand de Chateauvieux as Chairman
of the Board of Directors. At its meeting of April 25, 2019, the Board noted
that the conditions for the payment of variable compensation to Jacques
d’Armand de Chateauvieux as Chairman of the Board of Directors had not
been met and that therefore he would not receive any variable compensation.
As Chairman of the Board of Directors, Jacques d’Armand de Chateauvieux
no longer receives variable compensation.
Management report
3.7.1 Compensation
of the Chairman
and Chief Executive
Officer
Departure of Executive DirectorsRules governing information
Section 24.5.2 of the
AFEP-MEDEF Code states
that “when an Executive
Director leaves the
Company, the fi nancial
conditions relating to his or
her departure must be
published in detail”.
At its meeting of July 23, 2018, the Board of Directors took note of the
resignation of Astrid de Lancrau de Bréon as Executive Vice President
on July 10, 2018, without any special extra-legal fi nancial conditions,
and the immediate reinstatement of her employment contract as Chief
Financial Offi cer with BOURBON Corporation SA.
No announcement was made following this Board meeting, since the
information had previously been disclosed in a detailed press release
on July 11, 2018, in line with the recommendations of the French Financial
Markets Authority.
The terms and conditions of the termination of her employment contract on
September 11, 2018, not made public since not specifi cally referred to in
section 24.5.2 of the AFEP-MEDEF Code, were set forth in an agreement
containing a non-disclosure clause.
By law, the payment of Ms. de Lancrau de Bréon’s variable compensation for
2018, in proportion to the duration of her term of offi ce as Executive Vice
President for the year in question, will be subject to the approval of the
Ordinary General Meeting of June 28, 2019.
Management report
3.7.6 Summary table
of the compensation
of each Executive
Director (in euros)
whose term of offi ce
ended in 2018
Evaluation of the Board of DirectorsSection 9.2 of the AFEP-MEDEF
Code states that “the actual
contribution of each director
to the Board’s work” must be
assessed.
In a bid to improve the group ’s practices while complying with the
AFEP-MEDEF Code, the detailed questionnaire to be given to the Directors
for the next evaluation in 2020 will ask them to assess each Director’s
contribution to the Board’s work.
Management report
3.5 Evaluation of
the Board of
Directors and
Committees
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MANAGEMENT REPORT3 Report of the Board of Directors on Corporate Governance
3.10 SHAREHOLDER PARTICIPATION IN THE SHAREHOLDERS’ MEETING
The methods for shareholder participation in Shareholders’ Meetings
are described in Article 19 of the Company’s bylaws, in section 6,
“Other Legal and Financial Information”.
3.11 FACTORS THAT COULD HAVE AN IMPACT IN THE EVENT OF A PUBLIC OFFER
Pursuant to Article L. 225-37-5 of the French Commercial Code,
the following factors may have an impact in the event of a public offer
concerning the Company’s shares.
3.11.1 Capital structure of the Company
The capital structure of BOURBON Corporation SA is detailed in
section 7.1 of the management report.
3.11.2 Statutory restrictions on the exercise of voting rights and stock transfers or contractual clauses of which the Company is aware pursuant to Article L. 233-11 of the French Commercial Code
The bylaws, which are available on the Company’s website www.
bourbonoffshore.com, in the section “Investors” – “Capital and
Shareholding” – “Company Bylaws”, do not specify any restriction
on exercising voting rights or on transfers of shares.
Contractual clauses providing for shareholding commitments,
brought to the knowledge of the Company, are included in
the shareholders’ agreements mentioned below in the section
“Agreements between shareholders of which the Company is aware
and which may entail restrictions on the transfer of shares and the
exercise of voting rights” and quoted in section 2.8 “Other legal and
financial information” of this Registration Document.
3.11.3 Direct or indirect stakes in the Company’s capital of which the Company is aware pursuant to Articles L. 233-7 and L. 233-12 of the French Commercial Code
This information is detailed in section 7.1 of the management report.
3.11.4 List of holders of any securities conferring special control rights and a description thereof
The bylaws of BOURBON Corporation SA do not contain any provision
contrary to the application of Article 7 of Law No. 2014-384 of March
29, 2014 (the “Florange Law”), whereby “in companies whose
shares are admitted to trading on a regulated market, the double
voting rights provided for in the first paragraph [of Article L. 225-123
of the French Commercial Code] are valid, unless the bylaws contain
a clause to the contrary adopted after the promulgation of the law,
for all fully paid-up shares which have been registered in the name of
the same shareholder for two years. The same applies for the double
voting rights conferred upon issuance to bonus registered shares
allocated under the second paragraph.”
Consequently, all fully paid-up shares that have been registered for
at least two years in the name of the same shareholder are eligible
for double voting rights.
Subject to this caveat, there are no securities conferring the special
rights of control referred to in section 4 of Article L. 225-100-3 of the
French Commercial Code.
3.11.5 Control mechanisms provided for by employee shareholding schemes, if any, where the employees do not exercise control themselves
BOURBON Corporation SA has an employee shareholding scheme
via the mutual investment fund “BOURBON Expansion”, which
exercises the control rights.
3.11.6 Agreements between shareholders of which the Company is aware and which may entail restrictions on the transfer of shares and the exercise of voting rights
The Company was not aware of any agreements of this type between
shareholders, other than:
The shareholders’ agreement to act in concert in respect of the
Company, which was signed on June 26, 2014 between JACCAR
Holdings, at the time a Luxembourg company, the company Cana
Tera, Jacques d’Armand de Chateauvieux, Henri d’Armand de
Chateauvieux, the SAS Mach-Invest and the Luxembourg company
Mach-Invest International. This shareholders’ agreement, which
came into force on June 30, 2014 for a term of five years, includes
commitments regarding the transfer of the Company’s securities
(AMF Decision No. 214C236 of June 30, 2014).
Shareholders’ agreements relating to the collective commitment to
hold BOURBON Corporation SA shares signed under Articles 787 B
and 885-I bis of the French General Tax Code, mentioned in
section 2.8 “Other legal and financial information” of this Registration
Document.
3.11.7 Rules applicable to the appointment and replacement of members of the Board of Directors and amendments to the bylaws
The rules applicable to the appointment and replacement of members
of the Board of Directors comply with current regulations and the
AFEP-MEDEF Code on Corporate Governance of Listed Companies,
as interpreted by the Application Guide for the AFEP- MEDEF Code
published by the High Committee for Corporate Governance (version
of November 2016).
The internal rules of the Board of Directors can be found on the
Company’s website at www.bourbonoffshore.com, under “Group”
− “Corporate governance” − “Board of Directors” − “Related
documents”. Articles 13 and 13 bis of the bylaws are reproduced
in the section entitled “Information about the Company” in the
Registration Document, which sets out the rules for the appointment
of Directors.
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Report of the Board of Directors on Corporate Governance
The rules applicable to amendments to the bylaws comply with
prevailing regulations. Amendments to the bylaws, except in cases
expressly stipulated by law, come under the exclusive competence
of the Extraordinary General Meeting. The Company has not
identified any significant impact concerning these rules in the event
of a takeover.
3.11.8 Powers of the Board of Directors, in particular concerning the issue or repurchase of stock
Concerning capital increases, the summary table of currently valid
delegations of authority and the powers granted by the Shareholders’
Meeting to the Board of Directors is presented in this report on
corporate governance.
As regards the repurchase of stock, the Combined Shareholders’
Meeting of May 30, 2018 in its fi fteenth ordinary resolution, authorized
the Board of Directors, with sub-delegation powers, for a period of
18 months, to buy company shares, up to a limit of 5% of the share
capital, adjusted where necessary, in accordance with the provisions
of Articles L. 225-209 et seq. of the French Commercial Code, in
order to:
3 stimulate the secondary market or maintain the liquidity of
BOURBON Corporation SA shares through an investment
service provider, operating within the scope of a liquidity contract
in accordance with the AMAFI Code of professional practice as
approved by the French Financial Markets Authority;
3 hold shares to cover stock option plans and/or bonus share
allotment plans (or similar plans), for the benefit of employees
and/or representatives of the group , and to allow allotments of
shares within the scope of a company or group savings plan (or
similar plan) or as part of employee participation in the results
of the Company and/or any other form of share allotment to
employees and/or representatives of the group ;
3 cancel any shares acquired, in accordance with the authorization
granted by the Shareholders’ Meeting of May 30, 2018 in its
sixteenth extraordinary resolution.
These shares can be purchased by any means, including through
the acquisition of blocks of shares, and at times to be decided by
the Board of Directors.
The Company reserves the right to use options and derivatives within
the bounds of applicable regulations.
The maximum purchase price was fixed at €23 per share. In
the event of any transaction affecting the capital, notably stock
splits, consolidation of shares or allocation of bonus shares, the
above- mentioned sum will be adjusted proportionally (multiplication
coefficient equal to ratio between the number of shares forming the
capital prior to the transaction and the number of shares following
the transaction).
The ceiling for the operation is thus fixed at €89,124,080.
The Shareholders’ Meeting has granted full powers to the Board of
Directors, which may delegate those powers, to proceed with these
operations, to fix the terms and conditions thereof, to enter into any
agreements and to satisfy all formalities.
It will be proposed to the Shareholders’ Meeting on June 28, 2019
that the share buyback program be renewed in accordance with the
description of the share buyback program outlined in this Registration
Document under “Transactions in the Company’s securities – Share
buyback program”.
3.11.9 Agreements entered into by the Company that are amended or that terminate in the event of a change of control of the Company, disclosure of which, except where required by law, does not adversely affect its interests
Certain of the bank loans arranged by BOURBON contain clauses
allowing the bank to demand early repayment of the loan in the event
of a change of control of BOURBON Corporation SA.
Most shareholder agreements signed by BOURBON with its foreign
partners, in the context of the establishment of joint ventures, contain
exit clauses in the event of a change of control of one of the parties,
allowing each of them to buy out the other or, in the absence of an
agreement between them on the buyout of their respective interests,
to liquidate the Company.
Construction agreements contain no clause that could be invoked in
the event of a change of control of BOURBON. These agreements
contain no provision that could jeopardize the financial conditions,
such as in the event of the departure of Jacques d’Armand de
Chateauvieux.
3.11.10 Agreements providing for compensation for members of the Board of Directors or employees if they resign or are dismissed without just cause or if their employment is terminated due to a public offer
None.
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 THE 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
None.
71BOURBON 2018 REGISTRATION DOCUMENT
MANAGEMENT REPORT3 Summary table of delegations of power and current authorizations granted by
the Shareholders’ Meeting to the Board of Directors for capital increases
SUMMARY TABLE OF DELEGATIONS OF POWER AND CURRENT AUTHORIZATIONS GRANTED BY THE SHAREHOLDERS’ MEETING TO THE BOARD OF DIRECTORS FOR CAPITAL INCREASES
DATE OF THE SHAREHOLDERS’ MEETING NATURE OF THE DELEGATION/AUTHORIZATION DURATION USE DURING 2018
Combined Shareholders’
Meeting of 05.26.2016
17th resolution
Authorization for the Board of Directors to allot existing or
new bonus shares to members of the salaried staff
(and/ or certain authorized Shareholders’ Meeting
corporate officers).
Maximum amount(1): 5% of the share capital on the day of
the meeting of May 26, 2016 and 1% within this ceiling for
Executive Directors.
Thirty-eight
months, i.e.
until
07.25.2019* None
Combined Shareholders’
Meeting of 05.23.2017
18th resolution
Delegation given to the Board of Directors to issue shares
and/or marketable securities with cancellation of
preferential subscription rights by off er to the public.
Maximum amount(1):
Shares: €8 million.
Debt securities: €350 million.
Twenty-six
months, i.e.
until
07.22.2019 None
Combined Shareholders’
Meeting of 05.23.2017
19th resolution
Authorization given to the Board of Directors to waive the
conditions for fixing the issue price of marketable securities
issued in respect of the capital increase specifi ed in the
18th resolution of the Shareholders’ Meeting of May 23,
2017
Twenty-six
months, i.e.
until
07.22.2019 None
Combined Shareholders’
Meeting of 05.23.2017
20th resolution
Authorization given to the Board of Directors to increase
the amount of issues in case of excess demand for each of
the issues of ordinary Shareholders’ Meeting shares or
marketable securities giving access to capital decided in
application of the 18th resolution of the Shareholders’
Meeting of May 23, 2017
Twenty-six
months, i.e.
until
07.22.2019 None
Combined Shareholders’
Meeting of 05.23.2017
21st resolution
Delegation given to the Board of Directors to increase the
capital with the cancellation of preferential subscription
rights in favor of members Shareholders’ Meeting of a
Company savings plan
Maximum amount(1):
Shares: €5 million.
Twenty-six
months, i.e.
until
07.22.2019* None
Combined Shareholders’
Meeting of 05.23.2017
22nd resolution
Authorization for the Board of Directors to grant options to
subscribe to new shares and/or purchase existing company
shares.
Maximum amount: 5% of the existing share capital on the
day of the meeting of May 23, 2017 and 1% within this
ceiling for Executive Directors.
Thirty-eight
months, i.e.
until
07.22.2020 None
Combined Shareholders’
Meeting of 05.30.2018
17th resolution
Delegation given to the Board of Directors to increase the
capital by incorporating reserves, profits or premiums
Maximum amount(1): €7 million
Twenty-six
months, i.e.
until
07.30.2020 None
(1) Separate ceilings.
* Since these authorizations expire in 2019, it is proposed that they should be renewed at the next Shareholders’ Meeting of June 28, 2019. Please refer to
Chapter 6 “Other Legal and Financial Information” of this Registration Document for a presentation of the draft resolutions of the Combined
Shareholders’ Meeting of June 28, 2019.
72 BOURBON 2018 REGISTRATION DOCUMENT
MANAGEMENT REPORT
3
Control environment
4. CONTROL ENVIRONMENT
Organizing and implementing the internal control system means
raising the awareness of all BOURBON’s employees and getting
them involved.
4.1 GENERAL ORGANIZATION OF INTERNAL CONTROL
Under the authority issued by the Board of Directors, the group
is managed by the Chief Executive Officer assisted by three
committees:
3 the General Management Committee
The BOURBON General Management Committee is the body
accountable towards customers, employees and shareholders
for implementing the strategy and achieving the objectives of the
group . It examines the best options for achieving the strategy,
particularly in the areas of safety, innovation, human resources and
cost control. It decides on priorities and allocates the resources
and the means necessary for the growth of the Company;
3 the Performance Committee
Under the authority of the Executive Committee, the Performance
Committee is responsible for the management, analysis and
coordination of the group ’s safety, financial and business
performance in line with the budget. In addition to the members
of the General Management Committee, this committee is
composed of eight members representing the group ’s central
functions, as well as the heads of the main subsidiaries;
3 the Management Committee
Under the authority of the Executive Committee, the Management
Committee oversees the implementation of the strategic
objectives and deals with questions of general interest to the
group in its monthly meetings. In addition to the members of
the Executive Committee and Performance Committee, this
committee is composed of 18 members representing the group ’s
central functions as well as the heads of the main subsidiaries.
The central functions involve experts in the business lines specific
to the group or else they involve conventional support functions.
They propose the group strategies and policies in their respective
areas and provide assistance to the operating units, ensuring among
other things that best practices are disseminated.
The Company adopts guidelines and other internal standards which
must be followed and implemented within the group .
BOURBON’s operational units are grouped within three activities:
Subsea Services, Marine & Logistics and Mobility.
Each entity implements the strategy in compliance with the budgets
assigned to it by their respective management bodies and the
guidelines and internal standards of the group . They have broad
authority to ensure the best possible customer satisfaction. They are
directly involved and have the proper authority to perform internal
control.
In addition, they report to the General Management Committee on
their operational and financial performance.
4.1.1 Presentation of the overall organization of the group ’s internal control systems
The different internal control activities serve to make certain that the
procedures and standards defined by the group are in line with the
guidelines defined by the Management.
Operating standards and proceduresThe group ’s policy in terms of conducting operations and controlling
risks is clearly defined by a management system contingent on:
3 empowering Management to implement and monitor this policy;
3 and issuing organizational and management procedures aimed
at compliance with regulations, controlling operating risks,
managing health and safety and the environment, training and
certification of employees, maintenance, purchases, analysis and
the treatment of incidents and accidents.
Internal control procedures related to the preparation and treatment of financial and accounting informationThe processes covered fall into two categories: those that enable
information to be entered into the accounting data base and financial
and accounting information to be generated, and the procedures for
year-end closure and financial communication.
The reliability of the financial and accounting information that is
published is underpinned by a set of mechanisms, rules, procedures
and controls. Gradually documenting and formalizing procedures will
help to reinforce this reliability.
This mainly involves the following:
3 the group ’s planning process. It results in the drafting of the annual
budget, which makes it possible to break down the group ’s
strategic guidelines into operational action plans. In this spirit, the
Management Control Department supervises and coordinates
the budget control system using a procedures manual that sets
the management rules and methods for preparing the budget
and the management report applicable at both the operational
level and the group level;
3 procedures for consolidating the financial statements in
accordance with rules established and approved by Management.
The Company draws up its consolidated financial statements
according to IFRS. An integrated software program is used to
consolidate the group ’s financial statements. The interim and
annual consolidated financial statements are presented to the
Audit Committee prior to their approval by the Board of Directors;
3 procedures for drafting the Registration Document to ensure
accuracy, consistency, compliance with applicable laws and
regulations, and the quality of the financial information.
73BOURBON 2018 REGISTRATION DOCUMENT
MANAGEMENT REPORT3 Control environment
4.2 MANAGING INTERNAL CONTROL
The internal control systems are themselves the subject of controls,
on an ongoing basis by Management as well as through periodic
evaluations by bodies that do not have direct authority over
operations nor responsibility for them.
4.2.1 Audit Committee
The attributes of the Audit Committee and the work conducted by it
are described in section 3.6.1. of this report.
4.2.2 Internal Control and Risk Committee
As of December 31, 2018, the Internal Control Committee was
composed of the Chief Executive Officer and the Chief Financial
Officer. The Internal Audit, Risk Director and Group Compliance
officer presents the audit results and main conclusions.
This committee is tasked with examining the quality of internal
control, managing risks and implementing the internal audit plan and
the compliance program within BOURBON:
3 it approves the group ’s annual internal audit plan before its
presentation to the Audit Committee;
3 it examines the conclusions and recommendations made
following the quarterly audits by the Internal Control and Risk
Committee;
3 it examines the quality of follow-up to action plans by Group
entities in response to internal audit recommendations;
3 it oversees follow-up to risk mapping and action plans for major
risks;
3 it supervises the compliance program within the group ;
3 it examines any other matter relating to internal audit, internal
control or risk management and compliance that it wishes to
include on its agenda.
4.2.3 Internal Audit, Risk Management and Compliance Department
The mission of BOURBON’s Internal Audit, Risk Management and
Compliance Department is to help the group manage its risks
through a systematic, disciplined and complementary approach to:
3 internal audit;
3 risk management;
3 compliance.
Group Internal Audit is an independent and objective department
that makes sure BOURBON has full control over its operations, offers
advice on improvements and so contributes to create value added.
It helps the organization achieve its objectives by systematically and
methodically assessing procedures for risk management, control
and corporate governance and by making recommendations on
how these could be more effective.
Risk management allows BOURBON to identify, evaluate, manage
and monitor the risks it faces. Risks of all kinds are monitored:
operational, financial, strategic, human resources, regulatory
and reputational.
Compliance includes all measures already in place or to be
implemented within BOURBON to ensure compliance with ethical
rules and external and internal regulations.
The group Internal Audit, Risk Management and Compliance
Department has four members of staff, including a Director, two
internal auditors, and an expert in charge of compliance. Risk
Management is directly managed by the department’s Director.
4.2.4 Group Internal Audit
As of December 31, 2018, Group Internal Audit reported to the
Chief Financial Officer and to the General Management Committee.
If necessary, it has access to the Chief Executive Officer and to
the Chairman of the Audit Committee. It reports regularly to the
Audit Committee on its analysis of the group ’s internal control.
Group Internal Audit covers all fields and functions of BOURBON
companies, including the operational businesses, all other functional
and operational activities as well as the information, IT and
management systems.
It carries out internal audits (assurance and advice) or investigations
for the group as a whole and subsidiaries as necessary.
It carries out audits of operations, finances, effectiveness,
compliance, acquisitions or major projects, which may be recurrent
or one-off. These audits cover all high-level management, business
and support processes.
It leads and promotes internal control throughout the group and
validates the effectiveness of internal control and risk management.
4.2.5 Key Group internal controls
The group has prepared a manual of key basic controls. This manual
groups the 91 key controls into eight main Group administrative and
financial processes. This guide applies to all of the group ’s entities.
An internal control self-assessment process has been in place within
each of the group ’s operational subsidiaries since 2018. This process
is periodically reviewed by Group Internal Audit.
4.2.6 Group control of operating activities
The group ’s HSE (Health, Safety and Environment) managers and
referring officers carry out regular controls of operating units to
check the effectiveness of the system and the proper application of
BOURBON standards. Furthermore, every operating unit is subject
to periodic or one-off external audits aimed at making certain that
its internal organization and its vessels meet the recommendations
under standards or codes that are either mandatory or adopted
intentionally.
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Control environment
4.2.7 Quality management system
The Quality Department is responsible for seeing to it that an
integrated quality management system is set up and maintained.
Under this system the group is broken down by the nature of each
process: strategic, support, key or evaluation.
4.3 STATUTORY AUDITORS
The Statutory Auditors audit the financial statements of BOURBON
Corporation SA and all its subsidiaries as of December 31st each
year. An interim audit that takes the form of a limited review is also
conducted by the Statutory Auditors on June 30th each year.
Their work provides the group with reasonable assurance regarding
the reliability and accuracy of the accounting and financial information
produced. In the course of their audit, the Statutory Auditors review
the internal control system in order to identify and evaluate the risk of
any significant misstatement in the financial statements so that they
can design and implement their audit procedures.
4.4 RISK MANAGEMENT
Risk management is a group-wide process that involves a large
number of players (Operating and Functional Departments, risk
managers, General Management, Audit Committee, Internal Audit,
insurance).
In 2005, the group developed a risk map in a bid to ensure that
wherever possible, the internal control system as a whole can
prevent any risks to which the group is exposed. In 2015, the group
redesigned its risk map to enable it to pinpoint the most significant
risks it might face.
A wide range of potential risks were identified, both at the group level
and in terms of its operational activities, including all risks resulting
from BOURBON’s business model.
The inventoried risks are ranked based on their possible frequency
(from frequent to improbable) and their impact (negligible to
catastrophic), which would require an action plan to be implemented
immediately by a crisis unit. The risk map is updated whenever
necessary and at least once a year; this information is regularly
shared with the Internal Control and Risk Committee and the Audit
Committee of BOURBON.
The risk management process covers the updating of risk mapping
and risk management, monitoring and control.
The Internal Audit, Risk Director and Group Compliance officer is
responsible for the design, implementation and leadership of the risk
management process.
4.5 COMPLIANCE
BOURBON’s compliance program is composed of seven steps:
3 Tone at the Top: the General Management Committee has
undertaken to promote compliance and maintain a culture of
ethical decision-making within the group ;
3 risk assessment: by identifying all risks of non-compliance, the
tools, techniques and corrective measures necessary to prevent
these risks can be developed; the group ’s risk assessment also
includes corruption risk. Since 2015, the specifi c non-compliance
risk map has been updated at least once a year;
3 policies and procedures: the establishment and deployment of
specific guidelines ensures that adequate compliance processes
exist within the group ;
3 communication: all employees are kept regularly informed of the
program’s roll-out;
3 in 2015, the group also successfully launched an e-learning
compliance program aimed at all onshore and offshore
employees; this program continued during 2018;
3 coordination and monitoring: a centralized compliance function
is in operation and coordinates the group ’s entire compliance
program;
3 penalties: any infringement of the compliance rules is taken
extremely seriously and the appropriate penalties are imposed
where necessary.
In 2014, the group set up a dedicated compliance organization
with 26 compliance representatives across the group ’s subsidiaries,
reporting to the group ’s compliance team.
BOURBON strengthened its ethical approach by providing its
employees and stakeholders with an ethics alert line available 24/7
enabling anyone to report behavior contrary to the BOURBON code
of conduct.
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5. RISK FACTORS
BOURBON’s objective is to ensure that the internal control system
can, as far as possible, prevent all risks to which the group might be
exposed.
The group ’s risk management process is described in note 4.4 of this
Registration Document.
Investors are invited to take into consideration all the information
contained in this Registration Document, including the risk factors
described in this section, before deciding to invest. On the date
of this Registration Document, these risks include such risks,
the occurrence of which according to BOURBON could have a
significantly prejudicial impact on the group , its business, its financial
position, its results or its growth. Investors’ attention is drawn to the
fact that there may exist other risks, which have not been identified
yet on the date of this Registration Document or whose occurrence
was not considered on that same date as being likely to have a
significantly prejudicial effect on the group , its business, its financial
position, its results or its growth.
5.1 RISKS RELATED TO THE OFFSHORE OIL AND GAS MARINE SERVICES MARKET
The business cycle for offshore marine services depends on demand
from oil operators and the supply of vessels on the market.
Demand from oil companies is linked to their exploration/development
cycles. This activity is correlated with the ten-year average price per
barrel assumptions. Exploration investments may also be influenced
by short-term barrel prices, and by the need for oil companies to
maintain their reserve levels. However, the production activity on
existing fields is much less sensitive.
3 PRICE OF OIL (BRENT)
($/bbl)
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019
0
20
40
60
80
100
120
140
160
U.S.A, Cushing WTI Average Oil Price, $/bbl
U.K., Brent Blend Spot Average Oil Price, $/bbl
Since June 2014, there has been a sharp drop in the barrel price.
The average price of a barrel of Brent crude fell from $99 in 2014 to
$52 in 2015, reaching an average low of $31 in January 2016. This
fall in prices is due to an imbalance between supply and demand as
the demand from importers was not as sustained as expected, due
to slower growth in China. However, supply remained stable, with
oil and shale gas production in the United States and Saudi Arabia
maintaining its production levels.
The barrel price was volatile throughout 2016. Prices began to
recover shortly after OPEC members – followed by other major
producers – announced their agreement to cut oil production. OPEC
pledged to scale back production by 1.2 million barrels per day.
This was swiftly followed by non-OPEC countries (558,000 barrels),
resulting in a total decrease in production of 1.8 million barrels per
day in the FIrst half of 2017. In November 2017, they decided to
continue this action until the end of 2018. This production cut-off
led to a reduction in global stocks and consolidated the rise in the
price of oil.
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Risk factors
The decision triggered a steady rise in the price per barrel during
the fi rst 10 months of 2018, peaking at over USD80. However,
oil prices slipped back in the autumn, falling to around USD50 in
December on the back of stronger-than-expected growth in U.S.
output. In December, OPEC members and Russia again agreed
to pursue their policy of reducing supply, cutting daily production
by 1.2 million barrels. This stopped prices from falling any further
and led to the price of Brent stabilizing at around USD60, despite
the geopolitical uncertainties (political crisis in Venezuela, economic
sanctions against Iran, and the U.S.-China trade war).
Due to the fl uctuating oil prices, and with the sudden freeze on new
investment by oil companies, the level of activity in the offshore oil
and gas marine services industry contracted sharply from 2014
onwards. A sharp slowdown in deepwater and shallow water
offshore drilling led to a slump in demand for supply vessels in the
years that followed.
Since the summer of 2017, the price of Brent has remained above
USD50, allowing activity to stabilize in 2018. There has also been a
gradual recovery in investment by oil companies. This recovery is
already refl ected in the fi nal investment decisions made for numerous
offshore development projects, which will gradually impact service
vessel utilization rates. Daily rates will continue to be squeezed owing
to the vessel overcapacity that still exists in the market.
With regard to supply, changes to the fl eet of offshore supply
vessels will depend on the rate at which old vessels are scrapped
and investment is made in new vessels. These two aspects are
influenced by several factors, including:
3 forecasts made by marine services suppliers with regard to
changes in customer demand;
3 obsolescence of old vessels, this being dependent upon changes
in oil companies’ expectations;
3 access to financial resources enabling operators to invest.
Unforeseen changes in oil companies’ demand cycle and changes
in numbers of vessels available on the market, events which by their
very nature are beyond BOURBON’s control and affect one or more
of the markets on which BOURBON has a presence, may have a
significantly prejudicial effect on BOURBON’s business, financial
position, results or outlook.
5.1.1 Risks related to changes in demand
A reduction in investments in the oil sector could result in
a decline in demand for offshore oil and gas services, with
an unfavorable impact on BOURBON’s financial position
and results.
The demand for offshore oil and gas services is dependent on the oil
companies’ capacity to invest. The price of oil on world markets has
a significant influence over decisions to engage in new investments
in this sector. In fact, new investment projects are based on future
projections, internal to each company, of the price per barrel that will
be needed to cover the cost of extraction. The price of oil in the short
term has a lesser influence once oil projects have been launched
and in the production phase. The potential impact remains limited
to exploration phases which may be delayed or even canceled.
Generally, oil investment cycles are long, between 10 and 20 years
on average between the construction phase and the exploitation/
production phase.
The price per barrel depends on demand, which is related to global
growth and the production capacity of the producing countries.
With forecasts for an increase in demand for oil and the accelerating
decline in production at existing fields, the oil services activity is
expected to grow in the long term. In the shorter term, however,
a slump in oil prices could affect activity in the sector, with some
deepwater offshore projects being canceled or delayed. This is what
has happened in the last three years. Nevertheless, the price trend
since 2017 has shown that despite various geopolitical uncertainties,
the major oil-producing countries have resolved to cut production
where necessary in order to shore up oil prices. This has given oil
companies the confi dence to make new investment decisions and
revive offshore exploration projects.
BOURBON’s strategy is to develop close relationships with the
national and international oil majors that have sustained investment
plans, as well as a policy of long-term contractualization for vessels.
The long-term contractualization rate of offshore support vessels
was 45.3% as of December 31, 2018. Active monitoring of the
market in the field of production and exploration/development has
been set up to react quickly to changes in the market.
The loss of one or more of its main clients could, however, have
a significantly prejudicial effect on BOURBON’s business, financial
position, results or outlook.
Risks related to changes in technical requirements for marine
oil and gas exploitation and related services.
Oil companies have a very high risk management requirement. Until
recently, major incidents on oil platforms have served as a reminder
that operational safety is a number one priority in this industry.
On this account, oil companies generally prefer cutting-edge, high
performance vessels like those belonging to the BOURBON fleet.
The technological obsolescence of vessels over 25 years old reduces
the number of vessels available each year.
BOURBON has established long-term relationships with major
oil companies, thereby enabling it to better understand their
expectations. This has led BOURBON to develop a four-pillar
model of operational efficiency, i.e. safety of people and materials,
respecting the environment on land and at sea; monitoring skills to
guarantee service quality; technical availability of vessels to ensure
continuity of service; optimization of cost and fuel consumption
through the use of low fuel consumption diesel-electric propulsion
vessels, enabling net savings on diesel.
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It is noteworthy that oil companies and the industry in general are
increasingly focused on lowering energy consumption in a bid to
reduce atmospheric emissions and energy costs of projects. In
this context, BOURBON’s diesel-electric propulsion vessels are
particularly appreciated for their low fuel consumption.
BOURBON cannot, however, guarantee that it will always be able to
perfectly predict its clients expectations, nor discount the fact that, in
one or more of the geographical areas where it has a presence, some
of its competitors may, due to their size or expertise, have at their
disposal financial, commercial, technical or human resources that
are equivalent, or superior, to those offered by BOURBON and that
are also likely to meet the requirements of the major oil companies,
which could, under certain circumstances, lead to market losses for
BOURBON.
5.1.2 Risks related to changes in supply
In the deepwater offshore vessels market, in the event of new
ships being delivered faster than the growth in demand, a
temporary over capacity may lead to BOURBON experiencing
a reduction in daily rates as well as a reduction in utilization
rates for its deepwater offshore vessels in certain geographical
regions.
Investments by oil companies in offshore exploration and production
expenditure dropped by 14% in 2017 and 5% in 2018 (source:
Rystad Energy). Most of the regions where BOURBON operates
have been affected by this slowdown.
BOURBON’s commercial strategy focuses on long-term contracts,
which minimizes the risks of exposure to short-term market
fluctuations.
Lastly, in a challenging market with a very low oil price and given
the sharp downtrend in capital expenditure within the oil industry,
BOURBON has reacted quickly by anticipating the stacking of
vessels with very low utilization rates and optimizing the use of the
fl eet in operation. This strategy enabled BOURBON to maintain an
operating fl eet utilization rate of 87.1% in 2018, demonstrating its
ability to maintain customer confi dence in a depressed market.
Concerning strategic choices, it is possible that certain
BOURBON competitors may decide to develop their market
share in specific geographical regions or with targeted clients
through an aggressive commercial policy. The immediate
consequences for BOURBON would be the loss of new
contracts or failure to renew existing ones in a particular area
or vis-à-vis a client.
This type of commercial approach would need substantial
investment, both by the competitor providing availability of a
dedicated fleet of vessels corresponding to the needs of clients or of
the targeted geographical region, by establishing a pricing policy that
is considerably below the market price. Generally, a targeted attack
from a competitor is a localized event and difficult to sustain over
time as it is limited by operating costs and investments in vessels.
In light of this risk, the first measure taken by BOURBON is to actively
monitor the positioning of the fleets of its principal competitors and
their pricing policy. The second measure is to geographically diversify
the positioning of its fleet and the third is to screen its client portfolios,
and thereby ensure diversification of the client portfolio.
This market oversight did not reveal any significant movements by
the competition of their fleets from one market to another. Moreover,
BOURBON adapted its pricing policy to customer expectations,
allowing us to maintain our market share and a utilization rate 5
to 10 points above the average (Source: Clarksons, BOURBON).
BOURBON can count on key agreements with its main customers
and local partnerships, which enable it to continue operating even in
countries that have taken steps to protect their industry. This market
information was reported during the #BOURBONINMOTION
conference on February 13, 2018. The strong presence of our local
teams in areas where the vessels operate allows active monitoring
of vessels working in production or exploration. The sales network
monitors market trends on a permanent basis and is supported
by a network of Contracts Managers who are in daily contact with
the clients to respond to their requirements in real time. The task of
these teams is to keep an eye on the vitality of the market and on
client satisfaction in order to provide them with service that is always
adapted to their needs.
BOURBON is always looking for innovative solutions to meet
the needs of its customers and to differentiate itself from the
competition. To that end, the #BOURBONINMOTION plan involves
the development of new services such as the “integrated logistics”
service, providing turnkey support for drilling campaigns by including
the provision of a logistics base and maritime transport.
Nevertheless, sporadic intensification of competition as a result of an
aggressive commercial and/or pricing policy targeted at geographical
areas may lead to the loss of new contracts.
The need for BOURBON to adopt a different approach in order
to return to profitability in the new market conditions could be
impeded due to a lack of energy and/or readiness for change
among staff.
To withstand the adverse market conditions, BOURBON has
implemented cost-cutting action plans which have been effective
thanks to the intensive efforts of staff. BOURBON is also endeavoring
to radically transform its work methods in general so that it can return
to profitability in the new market conditions. The success of these
initiatives will depend on the commitment, energy and skills agility of
staff. The tools for measuring and strengthening this commitment,
energy and skills agility could fall short if there are insufficient
resources. This could lead to a lack of readiness for change and
hamper the success of the initiative, which could potentially take
longer or cost more.
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Risk factors
5.2 RISKS RELATING TO BOURBON’S ACTIVITY
Non-compliance by BOURBON with regulations applicable to
its businesses or the deterioration in the quality of its services
in terms of safety and reliability could potentially affect the
group in the conduct of its activities with certain clients or in
certain geographical regions.
BOURBON’s activities mainly involve the marine and shipping
sectors, which are highly regulated. The group is also subject to a
considerable number of environmental laws and regulations.
The regulatory framework applicable to marine activities are set by
the laws and decrees of the vessel’s operating flag country and of the
neighboring coast country.
The national rules are generally related to a set of conventions,
drafted under the auspices of the International Maritime Organization
(IMO), which has been given a mandate by the UN to deal with
subjects specific to maritime activity.
The main international standards are listed below:
3 the International Convention for the Safety of Life at Sea (SOLAS)
mainly contains the technical provisions to be observed for the
design, construction and fitting-out of vessels;
3 the Convention on Standards of Training, Certification and
Watchkeeping for Seafarers (STCW) lists the qualifications
required for crews;
3 the International Convention for the Prevention of Pollution from
Ships (MARPOL – Marine Pollution) lists all the factors concerning
the prevention of pollution, both from the vessel and its cargo;
3 the Convention on the International Regulations for Preventing
Collisions at Sea (COLREG – Collision Regulations) defines the
rules of navigation.
These conventions refer to codes and directives drawn up by the
IMO, supplemented by resolutions issued by specialized committees:
3 the ISM (International Safety Management) Code is central and
it defines the fundamentals for safety management for marine
shipowners and operators, on board the vessels and at offices
on shore;
3 the ISPS (International Ship and Port facility Security) Code
prescribes responsibilities to shipping companies and the
coasted countries regarding security on board and on shore;
3 rules for the transport of dangerous goods are primarily covered in
the IMDG (International Maritime Dangerous Goods) Code which
contains information on precautions to be taken for packing,
onboard stowing, handling, loading and unloading.
The domain of marine employment is also covered by conventions
drawn up by the International Labour Organization, such as the MLC
(Maritime Labour Convention) which came into effect in 2013.
The great majority of nations adhere to these conventions but they
sometimes incorporate their own specific regulations, particularly
for small vessels. Individual countries are responsible for applying
conventions and stopping infractions.
Controlling the implementation of the regulations and adherence to
them by shipping companies is generally delegated by governments to
independent organizations and classification societies. Their sphere
of influence covers the audit of organizations, monitoring construction
and periodic visits to vessels in operation. The main classification
societies are members of the IACS (International Association of
Classification Societies), which monitors the harmonization of their
rules and actions. Delegations of power to classification societies are
covered by formal agreements with individual countries.
BOURBON makes every effort to scrupulously adhere to the
prevailing regulations and it tries wherever possible to take initiatives
to improve its organization and methods in order to anticipate
the rigorous standards laid down by the authorities. BOURBON
constantly monitors the situation and keeps up-to-date regulatory
information at head office and on board the vessels.
It is clear that the requirements will become increasingly strict and
that this trend will continue. However, these changes are generally
predictable, as the authorities have allowed for an adaptation phase
that is compatible with the realities of the marine industry.
The changes may consist of:
3 new technical rules applicable to new vessels, especially as
regards air emissions;
3 restrictions on navigation in certain regions, principally Europe
and North America;
3 a tightening of controls and sanctions, especially in the above
regions;
3 the establishment of an environmental tax system, as already
applied in Norway.
The average age of BOURBON’s fleet is 9.7 years, which gives it an
advantage in responding to these changes.
Although BOURBON considers that these changes can largely be
predicted and wherever possible tries to anticipate new regulatory
requirements, tightening of regulations or their implementation would
be likely to lead to new operating conditions for BOURBON’s activities
and could lead to increased operating expenses, limitations on the
scope of its business with certain clients or in certain geographical
areas or, more generally speaking, may slow down its growth.
BOURBON cannot guarantee that significant and/or rapid changes
to current regulations would not, in the future, have a significantly
prejudicial effect on its business, financial position, results or outlook.
BOURBON’s activities may cause damage to people, property
or the environment.
This could also lead to it having to bear significant costs
where such events are not covered either by the contract or
by insurance.
The risks of an environmental or human disaster largely relate to the
presence of the vessel in an operational situation and the potential
consequences of accidents associated with the cargo or the voyage.
Although the accident rate has been cut by around half in the last
20 years, marine shipping is not risk-free. BOURBON applies the
regulations detailed above and has adopted a set of procedures,
charters and codes of conduct which cover practices on-board
the vessels.
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As BOURBON is a service company, it is not directly responsible for
any manufacturing processes except for the operation of its marine
resources. BOURBON does, however, follow good marine practice
and complies with its clients’ demands whenever its vessels draw
near to offshore installations, port facilities or any other sensitive or
protected areas. In particular, BOURBON rigorously adheres to the
ISM Code as well as to industry standards including, in particular,
those defined by the IMCA (International Marine Contractors
Association), an association of which BOURBON is a member and
which is an umbrella body for companies active in offshore and
marine and subsea engineering.
Oil and gas clients have prepared an increasingly sophisticated
regulatory framework via the OCIMF (Oil Companies International
Marine Forum), which includes more than 80 oil and gas companies
worldwide, by implementing third-party ship inspections, including
the existing “vetting” on board tankers or supertankers.
BOURBON has continued developing its vessel operational
management system to continually improve how it meets the
requirements of the OCIMF (Oil Companies International Marine
Forum). BOURBON thus places the concerns of its clients at the
heart of its strategy.
BOURBON firmly believes that accidents can be avoided by
prevention and that it is possible to avoid pollution. Training
and exercises are designed to give personnel the best possible
preparation for emergencies.
Due respect by all BOURBON employees to best work practices and
procedures derived from the above principles is regularly verified via
internal audits.
BOURBON’s performance regarding the safety of individuals is
constantly monitored. According to a survey by the International
Marine Contractors Association (IMCA), whose members include
leading players in offshore oil and gas marine services, BOURBON
has one of the best safety records in the market. In 2018, BOURBON’s
total recordable incidents rate (TRIR) was 1.00 accident per million
hours worked.
BOURBON’s strategy in this area is described in section 6.1.3 of the
management report.
Improving and centralizing fleet maintenance management has
made it possible to roll out industrial maintenance, greatly reducing
technical unavailability, and thus the likelihood of emergency
situations arising which could lead to a collision or wreck.
Although it is not possible to completely nullify the impact of
transport activities on the environment, BOURBON makes every
effort to improve its record through technical solutions and by
acting to improve the attitudes of all those involved. The decision
to opt for the diesel-electric propulsion system on its vessels is
thus aimed at significantly reducing the consumption of fossil fuels,
and consequently, the level of polluting air emissions. BOURBON’s
strategy concerning the environment is described in section 6.3 of
the management report.
The activities of offshore services are governed by contracts
placing a general obligation of due care on BOURBON and shared
responsibility with the client.
This so-called “knock for knock” system is based on an agreement
between a supplier of resources such as BOURBON and its client,
under the terms of which each agrees to bear the cost of damages
that may be caused to its property and/or personnel during the
performance of the supply contract.
It is accompanied by a waiver of reciprocal recourse between the
parties, extended to their respective insurance companies.
This mechanism is essential in the Offshore activity, in particular by
enabling each of the operators to keep its risks in proportion to the
value of the assets it uses and/or owns as well as to its own financial
scope and consequently to limit the costs of the corresponding
insurance.
Despite the measures and mechanisms put in place, we cannot
discount the possibility that, in the future, claims made against
BOURBON could result in a significant level of liability for BOURBON.
BOURBON cannot guarantee that all the claims made against it or all
the losses that may be incurred will be effectively or sufficiently covered
by its insurance policies, this being to the detriment of BOURBON’s
reputation and image and having a significantly prejudicial effect on
its business, financial position, results and outlook.
Marine risk
Maritime piracy has been a major concern for all marine operators
for several years now and BOURBON has very rapidly put in place
a number of measures and collaborative arrangements in order to
assess this risk in its vessels’ operating and transit regions, all under
the control of the group ’s Safety Manager.
For vessels in operation, BOURBON applies a set of safety procedures
adapted to each oilfield, coordinating with the oil companies and
relevant authorities. In the Niger delta area, particularly Nigeria and
Cameroon, a dedicated reinforced strengthened safety mechanism
has been set up in order to ensure the best safety conditions for
employees and vessels.
For vessel transits in high-risk regions, BOURBON fully adheres to
the recommendations of the International Maritime Organization and
systematically adopts dedicated security measures such as “Piracy
– Best Management Practices” and adapts its methods according to
the particular transit region.
Thus, in the rare cases of its vessels transiting the Gulf of Aden
region, the area where it is currently most exposed to risk, BOURBON
has the support of the appropriate protection forces. BOURBON
is focusing on other high potential zones such as East Africa
(Mozambique, Tanzania, etc.), where adapted means of protection
are being studied.
BOURBON cannot, however, guarantee that the preventive measures
taken and its recourse to these protection forces will be sufficient, in
the future, to guarantee the safety of its activities and its employees,
which could have a negative impact on its business and its image.
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Risk factors
Part of BOURBON’s growth is in emerging countries, where
operational risks may include political, economic, social or
financial instability. BOURBON may encounter difficulties in
conducting its activities in such countries, which could have
an impact on its results.
Part of BOURBON’s international growth is in emerging countries
(African coasts, Asia, the Americas, etc.), where operational risks
may include political, economic, social or financial instability. It
operates primarily in conjunction with local partners for the sharing of
know-how and benefits, and aims to use as many local resources as
possible. More specifically, BOURBON’s human resources strategy
enables it to recruit, train and provide career paths for all locally
recruited employees and associates.
Using this country-specific approach, and with the help of its local
partners, BOURBON is able to identify itself as a local entity, thus
minimizing its operational risks and allowing a better understanding
of the risks and the local environment.
However, BOURBON cannot guarantee that it will be able to grow
and apply procedures, policies and practices enabling it to anticipate
and control all of these risks or ensure their efficient management. If it
does not succeed in doing so, its business, financial position, results
or outlook may be affected.
5.3 BOURBON LEGAL RISKS
The group carries out its activities in accordance with the laws of each
country in which it operates and attaches the utmost importance to
compliance with applicable regulations, in particular, anticorruption
regulations .
A judicial investigation was opened in Marseille after the former tax
manager of the Company was stopped at Marseille-Provence airport
in October 2012, on his return from Africa in possession of a sum
equivalent to €190,000.
This procedure notably concerns allegations of bribery of officials in
Cameroon, Equatorial Guinea and Nigeria, as part of tax audits of
local entities in 2011 and 2012.
The former tax manager, who was immediately dismissed, was
placed under investigation and charged with bribery of foreign
public officials, leading in April 2015 to the placing of the legal
entity BOURBON Corporation SA under investigation for the same
charges, with a surety of €1 million.
As part of this procedure, other executives and members of the
senior management of BOURBON at the time of the facts at issue
were placed under investigation.
At the closure of judicial investigation, BOURBON Corporation
SA has been sent by the examining magistrate to court for trial,
charged with corruption of foreign public officials, alongside the
aforementioned persons.
By a judgment dated March 18, 2019, the Marseille court, fi nding
that there had been irregularities in the investigation procedure,
decided to refer the case.
BOURBON Corporation SA strongly disputes the charges brought
against it; it recalls that is entitled to the presumption of innocence,
and is reserving its explanations for the court.
Furthermore, as of December 31, 2017, one of the group ’s
subsidiaries was involved in legal proceedings following a dispute
over a tax akin to an indirect tax on certain services invoiced for an
estimated total of €28 million in principal and €66 million in penalties
and default interest.
The claim by the local tax administration appeared to be groundless,
because it seemed to rely on an erroneous classification of the
services invoiced by the subsidiary, which the court of first instance
in the country in question had confirmed in its judgment rendered on
October 18, 2016, invalidating the adjustments notified by the local
tax administration.
The local tax administration had appealed the judgment before the
competent court of appeal.
By a judgment handed down on February 27, 2018, the appeal
court dismissed the claims of the administration and confirmed the
decision of the court of first instance canceling the adjustments.
The administration, even though it had a maximum of 30 business
days from the date of publication of the judgment to appeal the
decision before the competent court, did not appeal. The judgment
of February 27, 2018 handed down by the appeal court in favor
of the group and invalidating the adjustments thus became fi nal on
April 24, 2018.
Therefore, as of December 31, 2018, the group no longer has a
contingent liability in connection with this case.
Apart from the proceedings described above, proceedings related to
the suspension of debt servicing, litigation for which provisions have
already been recognized and/or those in which disclosure would be
contrary to its legitimate interests, there are no other governmental,
judicial or arbitration proceedings (including any pending or
threatened proceedings, to the Company’s knowledge) that are likely
to have or that have had in the last 12 months any material impact
on the group ’s financial position or profitability.
For each significant dispute, a provision has been established to
meet the estimated risk if the probability of occurrence of that risk is
considered to be high. Otherwise, no provision has been established.
5.4 ETHICAL AND NON-COMPLIANCE RISKS
Unethical behavior and behavior which infringes antifraud, corruption
or any other applicable legal provisions, is likely to expose BOURBON
or its employees to criminal and civil penalties. Such events may
damage the group ’s reputation and decrease the value of its shares.
The group ’s policy is to conduct its activities with strict adherence
to legal and ethical obligations as stated in the group ’s Compliance
and Ethics Policy.
In 2013, the group decided to strengthen its policies, procedures
and training with regard to ethics and compliance, especially
anticorruption. The group has put in place a dedicated compliance
81BOURBON 2018 REGISTRATION DOCUMENT
MANAGEMENT REPORT3 Risk factors
program for all its entities. BOURBON’s compliance program is
closely monitored and regularly updated to improve its effectiveness
and to keep pace with regulatory change. It draws on the highest
international standards, such as the US Foreign Corrupt Practices
Act, the UK Bribery Act and the French law on transparency, the fi ght
against corruption and the modernization of economic life (Sapin II).
The main measures used in this regard are outlined in the risk
mapping part of the management report.
Because situations on the ground can be complex, BOURBON
employees and stakeholders may need support in the application or
interpretation of the Code of Conduct. BOURBON strengthened its
ethical approach by providing its employees and stakeholders with
an ethics alert line available 24/7 enabling anyone to report behavior
contrary to the BOURBON Code of Conduct.
5.5 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICY
The main risks to which the group is exposed are credit/counterparty
risks, liquidity risks and market risks. The Board of Directors has
reviewed and approved the management policies of each of these
risks. The policies are summarized below.
5.5.1 Credit/counterparty risk
The group ’s policy is to verify the financial health of all customers
seeking credit payment terms. Furthermore, the group continually
monitors client balances. The financial soundness of its clients enables
BOURBON to avoid the use of COFACE-type credit insurance.
Supermajor, major, national and independent oil companies account
for nearly 69% of consolidated revenue. Nevertheless, the current
crisis has impacted our customers, which has led to an increased
risk of recoverability for certain receivables from smaller customers.
The volume of business conducted with the top five clients
represented €281 million (44.3% of revenue) while the top ten clients
accounted for nearly 63.1% (€400 million).
A statement of anteriority of credits and other debtors is presented in
note 3.18.5. to the consolidated financial statements.
In 2018, the proportion of BOURBON’s revenue generated in
high- risk countries, such as Equatorial Guinea, Libya, Iran(1) or
Myanmar, was very marginal (less than 2% of total revenue).
Concerning the credit risk on the group ’s other financial assets, i.e.
cash and cash equivalents, available-for-sale financial assets and
certain derivative instruments, the group works only with top-ranking
banks, particularly with the major French banks. In addition, other
counterparty risks are assessed on a case-by-case basis as part of
long-term relationships maintained and encouraged by the group ,
especially in view of the effects from the current crisis on certain local
stakeholders to whom vendor loans were awarded during sales of
vessels in past years.
5.5.2 Liquidity risks
Financing comes under a Group policy implemented by the Finance
and Administration Department. This policy consists of financing
the group ’s needs through a combination of operating cash flows,
disposal of assets, bank borrowings and market transactions, and in
the context of the industry downturn, through a strategy of cash flow
preservation that led to redefining BOURBON’s financing platform for
2017 and the following years.
The agreements entered into in 2017 with the group ’s principal
fi nancial partners, described in detail in the notes to the 2016 and
2017 fi nancial statements, thus restructured the repayments of its
club deal loans, bilateral loans, finance leases, and short-term loans,
while also providing for a progressive increase in the loan margins
over the extended payment schedule, as well as the granting of
additional sureties. In consideration of the restructuring, the group
had agreed to a number of restrictions, in particular regarding its
indebtedness, cash flow, asset disposals, investments and the
dividend policy.
However, the expected recovery in the third quarter of 2017
did not occur, thus making obsolete the group ’s forecasts on
which these agreements had been based, and the unfavorable
market environment weighed heavily on the group ’s revenue and,
consequently, on its net income. The cash flows generated by
operations remain positive, although their circulation was not fully
unrestricted due to the group ’s legal structure and limitations relating
to some of its geographic locations. However, they are insufficient
to service its debt. Furthermore, and for the same reasons, at
December 31, 2017 the group was not able to comply with various
covenants defined in its credit documentation.
In this context, the group initiated new discussions with its lenders,
both in France and abroad, in order to balance the servicing of its
debts with the expected yet gradual recovery in the market and the
corresponding upturn in the group ’s performance. The group has
asked its lenders to formally suspend, the exercise of their rights
under the credit agreements, in particular their repayment.
As announced on July 10, 2018 a general waiver was fi nalized with
lessors and debt holders representing the majority of its debt, thus
allowing the group to withhold the payments of its loans and the
servicing of its debt. Aimed at protecting the group , this waiver
allows it to stay focused on its operational priorities and on the
implementation of its #BOURBONINMOTION strategic plan.
On November 2, 2018, without the confi rmation of the renewal of the
general waiver, the group announced that the presiding judge of the
Marseille Commercial Court had granted the opening of conciliation
procedures for 22 subsidiaries of BOURBON Corporation SA.
These procedures were opened to allow the group to actively
pursue, in an amicable framework, its search for all solutions for
its development as well as its discussions with its debt holders
and lessors.
On January 3, 2019, BOURBON announced that it had renewed
the general waiver with its lessors and debt holders representing
(1) In the period excluding sanctions (prior to 4 November 2018).
82 BOURBON 2018 REGISTRATION DOCUMENT
MANAGEMENT REPORT
3
Risk factors
the majority of the group ’s debt, thus allowing it to suspend the
payments of its loans and debt.
BOURBON confi rms that the discussions with its main fi nancial
partners and the active search for new fi nancing are ongoing, in
order to balance the servicing of its debt with its performance.
In this context, several offers under conditions notably due diligences
have been received by the group proposing in particular new fi nancing
and a debt reduction including for some of them, conversion of part
of this debt into equity.
At this stage, the terms and conditions of these offers, including
their fi nancial parameters, are being evaluated by the group and its
advisors. March 13th, 2019, the Board of Directors carried out a
preliminary review of these propositions. BOURBON specifi es that
no decision or commitment has been made and that no exclusivity
has been granted to any of the fi nancial partners it is in discussion
with. The Company remains confi dent in its ability to fi nd such a
solution and will notify the market in due time according to regulation.
In accordance with IAS 1.69 d, as of December 31, 2018, the non-
current portion of the borrowings for which as of the closing date
the group does not have an unconditional right to defer payment for
a period longer than 12 months was reclassified in current liabilities
(see note 3.13 to the consolidated financial statements for details of
the reclassifications performed).
BOURBON’s gross financial debt amounted to €1,495 million,
including €45 million at more than one year.
(1) In the period excluding sanctions (prior to November 4, 2018).
The repayment schedule for the medium and long-term debt is
presented in note 3.13 to the consolidated financial statements. The
residual term of the long- and medium-term debt is four years and
eight months, before taking IAS 1 into account.
The following table shows the composition of long and medium-term debt as of December 31, 2018 (excl. accrued interest not yet due):
(in € millions)PORTION OF MEDIUM/LONG-TERM
DEBT UNDER ONE YEARMEDIUM/ LONG-TERM
DEBT TOTAL
CLUB DEAL loan – €320 million 32 - 32
CLUB DEAL loan – €450 million 166 - 166
CLUB DEAL loan – €340 million 326 - 326
SNC outsourced 65 - 65
Financing – Norway fleet 62 - 62
45 other bilateral loans 710 44 754
TOTAL 1,361 44 1,405
As of December 31, 2018, the group had cash assets of €217 million. Bank overdrafts and short-term credit lines have been drawn down in
the amount of €44 million due to the “unit-linked agreements” signed with two financial institutions allowing the group to combine available
balances in US with euro balances.
Non-discounted contractual flows on the outstanding balance of the net financial liabilities by maturity date, including interest flows and taking
into account the reclassifications performed pursuant to IAS 1, are as follows:
(in € millions)
AT DECEMBER 31, 2018
2019 2020 2021 2022 2023> 5
YEARS TOTAL
BALANCE SHEET TOTAL
Bonds - - - - - - -
Commercial paper - - - - - - -
Draws on credit facilities - - - - - -
Borrowings on finance leases 117.1 0.3 - - - - 117.5 117.5
Other bank loans 1,244.1 9.0 8.6 9.1 7.4 10.4 1,288.6 1,288.6
Accrued interest 44.7 - - - - - 44.7 44.7
Borrowings 1,406.0 9.4 8.6 9.1 7.4 10.4 1,450.8 1,450.8
Bank overdrafts and cash current accounts 43.9 - - - - - 43.9 43.9
Accrued interest - - - - - - - -
Cash and cash equivalents (217.1) - - - - - (217.1) (217.1)
Net cash (173.2) - - - - - (173.2) (173.2)
TOTAL NET FINANCIAL DEBT 1,232.8 9.4 8.6 9.1 7.4 10.4 1,277.6 1,277.6
83BOURBON 2018 REGISTRATION DOCUMENT
MANAGEMENT REPORT3 Risk factors
(in € millions) 2019 2020 2021 2022 2023 > 5 YEARS TOTAL
Interest on finance lease borrowings 7.3 6.1 5.3 4.2 2.8 10.4 36.1
Interest on bonds 8.1 8.3 11.1 11.5 11.8 18.0 68.7
Interest on other bank borrowings 44.7 37.0 40.1 30.0 19.5 23.1 194.3
Future variable-rate interest flows were determined using the predicted rates of the indexes in question at year-end. Interest flows on bonds
takes into account interest adjustment clauses (See note 3.9 to the consolidated financial statements).
(in € millions)
AS OF DECEMBER 31, 2017
2018 2019 2020 2021 2022 > 5 YEARS TOTAL
BALANCE SHEET TOTAL
Bonds - - - - - - -
Commercial paper - - - - - - -
Draws on credit facilities - - - - - -
Borrowings on finance leases 45.3 12.6 7.9 3.8 4.4 - 74.1 74.1
Other bank loans 1,296.0 28.6 27.9 31.5 26.1 40.9 1,451.1 1,451.1
Accrued interest 7.2 - - - - - 7.2 7.2
Borrowings 1,348.5 41.2 35.9 35.4 30.5 40.9 1,532.3 1,532.3
Bank overdrafts and cash current accounts 76.4 - - - - - 76.4 76.4
Accrued interest 0.0 - - - - - 0.0 0.0
Cash and cash equivalents (243.6) - - - - - (243.6) (243.6)
Net cash (167.2) - - - - - (167.2) (167.2)
TOTAL NET FINANCIAL DEBT 1,181.3 41.2 35.9 35.4 30.5 40.9 1,365.2 1,365.2
(in € millions) 2018 2019 2020 2021 2022 > 5 YEARS TOTAL
Interest on finance lease borrowings 5.3 3.7 2.4 1.3 0.6 0.4 13.8
Interest on bonds 7.8 8.2 8.6 11.3 11.5 25.7 73.1
Interest on other bank borrowings 48.7 43.0 39.2 40.8 31.1 32.2 235.0
Medium- and long-term borrowingsMedium- and long-term borrowings comprise mainly “club deal”
financings and bilateral loans.
The majority of these borrowings are backed by assets (vessels) held
as security (first-ranking mortgage or negative pledge). The vessels
are clearly identified when the loan contract is signed, details of which
appear in note 5.1 “Contractual obligations and other off-balance
sheet commitments” to the consolidated financial statements.
During the performance of the loan contract, for technical reasons,
BOURBON may have to adjust the list of vessels initially assigned
to the loan. Two options then arise – either partial redemption of
the loan or substitution with another vessel. Whichever is the case,
an amendment to the loan contract is signed to reflect the new
guarantees.
Between 2005 and 2015, BOURBON concluded four “club deal”
loans:
3 a €320 million “club deal” loan taken out in 2005 for which the
redemption phase began in April 2007, with an outstanding
balance of €32 million as of December 31, 2018;
3 a €450 million “club deal” loan taken out in the summer of 2007
for which the redemption phase began in January 2010, with an
outstanding balance of €166 million as of December 31, 2018;
3 a €318 million “club deal” loan taken out in July 2009 for which
the redemption phase began in 2011 and which was fully repaid
in July 2017;
3 a €340 million “club deal” loan taken out in 2015 for which the
redemption phase began in June 2016, with an outstanding
balance of €326 million as of December 31, 2018.
These three outstanding “club deal” loans are covered by the debt
rescheduling agreement signed on July 28, 2017. In accordance
with this agreement, the repayments for the club deal loans were
restructured progressively over the extended payment schedule.
In parallel, bilateral borrowings (in US dollars, euros and Norwegian
kroner) are regularly signed.
In many instances, contractual documentation includes compliance
with a debt/equity ratio. The documentation relating to the loans
affected by the restructuring agreement was modified to align the
ratios with the requirements of those agreements.
84 BOURBON 2018 REGISTRATION DOCUMENT
MANAGEMENT REPORT
3
Risk factors
Short-term lines of creditCash management is coordinated at the group ’s operating
headquarters. Financière Bourbon, a partnership organized as a cash
clearing house, offers its services to most of the group ’s operating
subsidiaries. These entities, under a cash agreement with Financière
Bourbon, receive active support in the management of their cash
flow, their foreign currency and interest rate risks, their operating
risks and their short and medium-term debt, in accordance with the
various laws in force locally.
At the beginning of 2017, the group had short-term credit lines of
€218.8 million with Financière BOURBON. Upon the signing of the
debt rescheduling agreement on July 28, 2017, these credit lines
were transformed into:
3 a renewable syndicated loan repayable by installments over the
long term, backed by assets worth €196.8 million. This new credit
was obtained by another Group subsidiary;
3 two lines of medium-term credit totaling €20 million repayable by
installments without any underlying assets;
3 a line of spot credit of €2 million repayable by installments.
The group has signed “combined account” agreements with two
banking establishments, allowing it to merge the available dollar
balances with overdrafts in euros.
BOURBON does not have a financial rating from a specialist agency.
5.5.3 Market risks
Market risks include the group ’s exposure to interest rate risks,
foreign exchange risks, risks on equities and risks on supplies.
Interest rate riskThe group ’s exposure to the risk of interest rate fluctuations is related
to the group ’s medium- and long-term variable rate financial debt.
BOURBON regularly monitors its exposure to interest rate risk. This
is coordinated and controlled centrally. It reports to the Finance and
Administration Department.
The group ’s policy consists of managing its interest rate expense
by using a combination of fixed-rate and variable-rate borrowing. In
order to optimize the overall financing cost, the group sets up interest
rate swaps under which it exchanges, at predetermined intervals, the
difference between the amount of fixed-rate interest and the amount
of variable-rate interest calculated on a predefined nominal amount
of borrowing.
These swaps are assigned to hedge the borrowings. As of
December 31, 2018, after taking into account interest rate swaps,
approximately 37% of the group ’s medium- and long-term debt had
been contracted at a fixed interest rate.
As of December 31, 2018, the interest rate swap contracts were on
the group ’s borrowings, transforming variable rates into fixed rates.
These contracts were entered into in euros (EUR), Norwegian kroner (NOK) and US dollars (USD); they are broken down by maturity date
as follows:
(in € millions)
OUTSTANDING AS OF DECEMBER 31, 2018 IN
FOREIGN CURRENCY
OUTSTANDING AS OF DECEMBER 31, 2018 IN EUROS MATURITY
Currencies
Fixed-rate borrowing swaps
EUR 13.4 13.4 06.28.2019
EUR 56.3 56.3 01.27.2020
EUR 6.5 6.5 12.31.2020
EUR 186.0 186.0 03.31.2021
EUR 2.6 2.6 07.29.2021
NOK 42.2 4.2 12.30.2021
USD 12.4 10.8 08.19.2019
USD 8.8 7.7 09.30.2019
TOTAL 288
85BOURBON 2018 REGISTRATION DOCUMENT
MANAGEMENT REPORT3 Risk factors
The following table shows the group ’s net exposure to variable rates before and after risk management, based on the hedges in place and the
sensitivity of the group ’s income before taxes (related to changes in the fair value of monetary assets and liabilities) to a reasonable variation in
interest rates, with all other variables remaining constant:
(in € millions)
LESS THAN 1 YEAR 1 TO 2 YEARS
FIXED RATE
VARIABLE RATE
FIXED RATE
VARIABLE RATE
Cash - 217.1 - -
Term deposits - - - -
Loans and securities 3.5 - 1.8 -
Financial assets 3.5 217.1 1.8 -
Bank overdrafts and short-term lines - (43.9) - -
Deposits and securities received - - (0.5) -
Finance lease liabilities (113.7) (3.5) (0.3) -
Bank borrowings (104.0) (1,140.1) (3.8) (4.7)
Financial liabilities (217.7) (1,187.5) (4.6) (4.7)
Net position before hedging (214.1) (970.4) (2.8) (4.7)
Hedging
Net position after hedging
Assuming the position reached on December 31, 2018 to be constant over a year, a change in interest rates of 100 basis points (1%) would
therefore result in increasing or decreasing the cost of the group ’s financial debt by €7.1 million over one year.
(in € millions)
LESS THAN 1 YEAR 1 TO 2 YEARS
FIXED RATE
VARIABLE RATE
FIXED RATE
VARIABLE RATE
Cash - 243.6 - -
Term deposits - - - -
Loans and securities 40.3 - 3.8 -
Financial assets 40.3 243.6 3.8 -
Bank overdrafts and short-term lines - (76.4) - -
Deposits and securities received - - (1.6) -
Finance lease liabilities (41.8) (3.5) (12.6) -
Bank borrowings (112.7) (1,183.3) (15.2) (11.9)
Financial liabilities (154.6) (1,263.1) (29.4) (11.9)
Net position before hedging (114.2) (1,019.5) (25.6) (11.9)
Hedging
Net position after hedging
Assuming the position reached on December 31, 2017 to be constant over a year, a change in interest rates of 100 basis points (1%) would
therefore result in increasing or decreasing the cost of the group ’s financial debt by €6.9 million over one year.
86 BOURBON 2018 REGISTRATION DOCUMENT
MANAGEMENT REPORT
3
Risk factors
AT DECEMBER 31, 2018
2 TO 3 YEARS 3 TO 4 YEARS 4 TO 5 YEARS MORE THAN 5 YEARS TOTAL
FIXED RATE
VARIABLE RATE
FIXED RATE
VARIABLE RATE
FIXED RATE
VARIABLE RATE
FIXED RATE
VARIABLE RATE
FIXED RATE
VARIABLE RATE
- - - - - - - - - 217.1
- - - - - - - - - -
2.0 - 1.9 - 2.5 - 6.6 - 18.3 -
2.0 - 1.9 - 2.5 - 6.6 - 18.3 217.1
- - - - - - - - - (43.9)
- - - - - (0.4) - (0.9) -
- - - - - - - (114.0) (3.5)
(3.8) (4.8) (3.8) (5.3) (6.0) (1.4) (1.3) (8.7) (122.6) (1,165.1)
(3.8) (4.8) (3.8) (5.3) (6.0) (1.4) (1.7) (8.7) (237.5) (1,212.5)
(1.8) (4.8) (1.9) (5.3) (3.5) (1.4) 4.9 (8.7) (219.2) (995.3)
(287.5) 287.5
(506.7) (707.9)
AS OF DECEMBER 31, 2017
2 TO 3 YEARS 3 TO 4 YEARS 4 TO 5 YEARS MORE THAN 5 YEARS TOTAL
FIXED RATE
VARIABLE RATE
FIXED RATE
VARIABLE RATE
FIXED RATE
VARIABLE RATE
FIXED RATE
VARIABLE RATE
FIXED RATE
VARIABLE RATE
- - - - - - - - - 243.6
- - - - - - - - - -
1.9 - 4.2 - 1.4 - 4.9 - 56.5 -
1.9 - 4.2 - 1.4 - 4.9 - 56.5 243.6
- - - - - - - - - (76.4)
- - - - - (0.4) - (1.9) -
(7.9) - (3.8) (4.4) - - - (70.6) (3.5)
(15.5) (12.4) (19.5) (12.0) (15.0) (11.1) (12.4) (28.2) (190.3) (1,258.8)
(23.5) (12.4) (23.4) (12.0) (19.4) (11.1) (12.7) (28.2) (262.8) (1,338.7)
(21.5) (12.4) (19.2) (12.0) (18.0) (11.1) (7.9) (28.2) (206.3) (1,095.1)
(400.2) 400.2
(606.6) (694.9)
Foreign exchange risk
Objectives
The group ’s policy is to reduce as far as possible the economic risk
related to foreign currency fluctuations over the medium term. The
group also tries to minimize the impact of the US dollar’s volatility on
annual operating income.
Cash flows from operating activities
The main foreign exchange risks on operations are related to
invoicing clients. BOURBON invoices a large portion (approx. 73%)
of its services in US dollars. The group has a natural foreign exchange
hedge as it pays its expenses in dollars (representing about 39% of
revenue). The policy is to maximize this natural hedge.
The residual risk is partially hedged in the short term by using forward
US dollar sales and/or currency puts. On the unhedged portion, and
over time, offshore oil and gas marine services are directly exposed
to foreign currency risks, particularly on the US dollar.
87BOURBON 2018 REGISTRATION DOCUMENT
MANAGEMENT REPORT3 Risk factors
Long-term cash flows
Policy
For vessel acquisitions in foreign currencies, the policy is to partly
hedge the foreign exchange risk during the construction period by
setting up currency futures call options.
The policy is to finance these acquisitions in the currency in which the
corresponding charters will be paid by the customers. However, in
order to avoid accounting exchange differences in countries outside
the euro zone and the US dollar zone (particularly in Norway), the
entities finance their investments in their functional currency.
Current practice
As an exception, at the beginning of 2004, it was decided to
temporarily abandon this practice and convert the majority of
borrowings that were in US dollars at the time to euros. This was
done to recognize the unrealized foreign exchange gains booked
during previous fiscal years.
Since then, most of the new borrowings (outside Norway) have been
contracted in euros or US dollars. Where the euro/dollar exchange
rate allows, borrowings in euros to finance assets generating revenue
in US dollars will be converted to US dollars and future acquisitions
will again be financed in US dollars.
The following tables show the group ’s net exposure to changes in
foreign exchange rates:
3 on income: transaction risk;
3 on shareholders’ equity: currency translation risk.
a) Transaction riskAs of December 31, 2018, foreign exchange derivatives covered flows in US dollars (USD) and broke down as follows:
AS OF 12.31.2018
OUTSTANDING BALANCE
(in millions of currency) MATURITYAVERAGE
EXCHANGE RATE
Cross-currency swap
USD/EUR 8.0 06.30.2021 1.4146
The table below shows, as of December 31, 2018, the position of the group ’s monetary assets and liabilities (denominated in a different
currency from the entity’s functional currency) before and after management:
(in € millions) USD NOK EUR OTHER
Monetary assets 1,124.8 2.5 76.5 39.8
Monetary liabilities (740.0) (5.1) (125.2) (27.2)
Net position before management 384.8 (2.7) (48.7) 12.6
Hedges (7.0) - - -
Net position after management 377.8 (2.7) (48.7) 12.6
As of December 31, 2018, a 1% change in the euro exchange rate against all the currencies would represent a total impact at Group level of
€3.3 million, after hedges are taken into account.
It should be noted that currency futures hedges related to future transactions are not shown in this table since the hedged item does not yet
appear on the balance sheet.
b) Currency translation riskThe table below shows a breakdown by currency of consolidated shareholders’ equity for the years 2018 and 2017:
(in € millions) 12.31.2018 12.31.2017
Euro (EUR) 583.4 896.9
Brazilian real (BRL) (210.6) (204.5)
Mexican Peso (MXN) 79.4 74.0
Norwegian kroner (NOK) (101.4) (57.8)
US Dollar (USD) (151.4) (70.6)
Other 1.7 5.7
TOTAL 201.0 643.6
As of December 31, 2018, a 1% change in the exchange rates would represent an impact on consolidated shareholders’ equity of €0.8 million
(€2.1 million as of December 31, 2017).
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Risk factors
c) Equity risksAs of December 31, 2018, the group had no cash investments.
As stated in note 3.11 “Treasury shares” to the consolidated fi nancial
statements, BOURBON Corporation SA held 135,881 treasury
shares as of December 31, 2018. Treasury shares are presented as
a deduction from consolidated shareholders’ equity.
A 10% rise or fall in the share price of BOURBON Corporation SA
would result in a change in the market value of the treasury shares of
just under €0.05 million.
d) Supply price riskThe group ’s exposure to price risk is minimal.
The change in the price of raw materials does not constitute a risk of
significant increase in operating costs. Clients generally take direct
charge of the cost of fuel.
5.6 INSURANCE COVER FOR RISKS
Nature and extent of cover
For its marine activities, BOURBON has a comprehensive insurance
program for ordinary risks and war risks covering damage that could
be incurred by its fleet (“hull, machinery and equipment” insurance)
as well as its liabilities as a ship management company (“Protection
& Indemnity” or “P&I” insurance).
BOURBON supplements this insurance program with civil liability
insurance covering risks not directly related to its Marine activity,
through a “top-up” policy that comes into play for surpluses and
condition differences.
BOURBON has also taken out civil liability insurance for its
management.
BOURBON has a “pecuniary loss” insurance policy that comes into
play for condition differences and limits on its ordinary risks and war
risks, civil liability and P&I policies.
The levels of cover of these insurance policies have all been taken
at levels of guarantees and franchises appropriate to the risks of the
organization. BOURBON does not wish to disclose them for reasons
of confidentiality.
Since January 1, 2016, the group has retained part of the risk
of damage to the fleet through a captive reinsurance company
formed at the end of December 2015. This company, called
BOURBON Cap Ré and wholly owned by BOURBON, is based in
Luxembourg. Its management was entrusted to a captive manager
approved by the Luxembourg Insurance Commission. This captive
insurer underwrites high-frequency risks with a maximum annual
commitment of USD7.25 million in regular risks and USD2 million
in war risks. Since January 1, 2018, the risks have been transferred
to insurers beyond the fi rst two lines underwritten with insurers for
USD5.3 million in regular risks and the annual commitment of the
captive insurer, i.e. above a total of USD12.55 million for regular risks
and above USD2 million for war risks.
Insurance management
Subject to constraints in local legislation or due to the group ’s
organizational structure, insurance management is centralized,
which helps optimize coverage, both in terms of quality and value,
and provides greater clarity of insurance costs.
BOURBON uses leading international insurance companies to
insure its “hull, machinery and equipment” risk. BOURBON is also
a member of shipowners’ mutual insurers such as the Shipowners’
Club, Gard and Standard, which are all members of the International
Group of P&I Clubs, covering its civil liability as a shipowner.
The civil liability policy covering the non-marine activity is with Axa
Corporate Solutions and Helvetia Assurances SA.
Civil liability insurance for the senior management of BOURBON
Corporation SA is with AIG Europe Ltd.
The period of insurance coverage is generally 12 months. It should
be noted that some BOURBON policies contain an escape clause
allowing it to terminate the policy if Standard & Poor’s marks down
the insurer’s financial rating below a certain level.
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6. STATEMENT OF NON-FINANCIAL PERFORMANCE
This section of the management report presents the social, societal
and environmental information for the fi scal year ended December 31,
2018, required under Article R. 225-105-1 of the French Commercial
Code, as amended by Order No. 2017-1180 and Implementing
Decree No. 2017-1265, transposing Directive 2014/95/EU of the
European Parliament. This year’s social and environmental reporting
takes a risk-based approach. The group ’s business model is
presented on page 17 of the Registration Document.
In 2005, the group developed a risk map in a bid to ensure that
wherever possible, the internal control system as a whole can
prevent any risks to which the group is exposed. In 2015, the group
redesigned its risk map to enable it to pinpoint the most significant
risks it might face. A wide range of potential risks were identified,
both at the group level and in terms of its operating activities,
including all CSR risks – social, environmental, societal, human
rights, anticorruption and tax evasion – resulting from BOURBON’s
business model. The risk factors are described in detail in section 5.
The main non-fi nancial risks addressed are: Employee engagement
and competence – Management of vessel maintenance – Compliance
with maritime standards (ISM, OSM) – Maritime transport safety
(potential accidents and pollution) – Maritime transport security
(piracy) – Personal safety – Ethics and compliance, including the fi ght
against corruption – Reputational risk due to poor communication –
Industrial disputes – Decline in customer satisfaction.
The inventoried risks are ranked based on their possible frequency
(from frequent to improbable) and their impact (negligible to
catastrophic), which would require an action plan to be implemented
immediately by a crisis unit. The risk map is updated whenever
necessary and at least once a year; this information is regularly
shared with the Internal Control and Risk Committee and the Audit
Committee of BOURBON (see Chapter 5, page 76 of the Registration
Document).
All social and environmental information are audited annually by an
independent third party. The relevant report can be found at the end
of this section (page 108).
6.1 SOCIAL INFORMATION
All social indicators presented in Chapters 6.1 and 6.2 are calculated
based on the workforce under contract at the end of December 2018,
except for the personnel flows, training and absenteeism indicators,
which take into account the entire workforce mobilized in 2018.
6.1.1 Employment
6.1.1.1 Composition and distribution of the workforceBOURBON’s workforce stabilized during 2018.
At December 31, 2018, the service was delivered by around 8,200(1)
people, of whom 6,712(2) were under contract, with 1,675 people
ashore and 5,037 people at sea. Between 2017 and 2018, the
group ’s combined contractual workforce shrank by 2%.
There are three main categories of personnel:
3 seagoing personnel (44% officers and 56% ratings);
3 specialized categories of onboard personnel (mainly crane
operators, engineers and ROV operators) who are involved in
hoisting operations, ROVs and managing onboard operations;
3 onshore personnel, of whom 20% are managerial staff.
3 DISTRIBUTION OF WORKFORCE BY AGE(3)
<=20 21 - 30
December 2017
31 - 40 41 - 50 51 - 60 > 60
December 2018
0.2% 0.3%
13%12%
39% 38%
32% 33%
15% 15%
1% 1%
At the end of 2018, the average age of BOURBON personnel was
41 years and 50% of BOURBON employees were aged 40 or under.
(1) This total workforce includes personnel under contract at the end of 2018, as well as seagoing personnel hired on a non-contractual basis (working rotating
shifts and due back on board).
(2) This total workforce includes personnel under contract at the end of 2018 (on a direct contract with a Group entity or with a recruitment or placement
agency).
(3) People aged 15-75, representing 99.9% of the headcount.
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3 DISTRIBUTION OF WORKFORCE BY GENDER
Women represent 8% of the group ’s total workforce and 1% of crews.
SPLIT WOMEN/MEN WORKFORCE WOMEN MEN
Management 10 0% 100%
Seagoing personnel 5,037 1% 99%
Onshore – all categories 1,675 29% 71%
Onshore – Managers 337 19% 81%
TOTAL GROUP WORKFORCE 6,712 8% 92%
3 DISTRIBUTION OF WORKFORCE BY GEOGRAPHICAL AREA AT 12.31.2018
12%Europe
15%Asia-Oceania
11%Americas
62%Africa
The share of the BOURBON workforce working in their country of
origin continues to grow, up from 64% to 65%.
6.1.1.2 Equal opportunities and fairnessThe monitoring of gender equality introduced in 2015 has revealed
that at BOURBON, like the marine sector in general, women are
underrepresented in technical, operational and customer- facing
roles. These are all careers in which the necessary skills and
experience are by and large obtained in seagoing and vessel
command roles, an area that still tends to be male-dominated. In
this context, BOURBON is concentrating its efforts on the support
functions.
In total, access to training and internal promotion enabled onshore
management positions held by women to reach 19%. Furthermore,
surveys and skills assessment methods for onshore personnel
help to identify gateways to these operational, technical and
customer- facing roles, as well as to managerial positions.
The work performed by BOURBON employees is largely unsuitable
for the employment and inclusion of people with disabilities (a fit for
duty certificate is required for seagoing personnel, and a significant
number of onshore jobs require employees to be able to go onboard
the vessels).
6.1.1.3 International recruitment policyIn 2018, BOURBON employed people from 84 different nationalities.
The operational subsidiaries, acting either on their own account or
as internal recruitment agencies, managed 73% of the workforce,
with 27% of personnel provided by external recruitment and
placement agencies.
Outside recruitment and sourcing companies are selected according
to criteria of compliance with international standards and BOURBON
standards. Internal sourcing and manning agencies meet the same
standards. Manning and sourcing agencies are audited in a yearly
program, which is defined in BOURBON’s quality system. The aim
of these audits is to ensure that selection, recruitment, training
and management processes meet BOURBON standards and that
these agencies meet international standards, including specific MLC
certification.
For onshore personnel, BOURBON is improving its recruitment
standards by including a skills assessment process and identifying
the training needs of all employees occupying new positions within
the group .
In 2018, the number of internal promotions recorded was 109 for
onshore personnel. This figure confirms the internal sourcing policy
in force aiming to capitalize on operational skills acquired within the
group in a context of workforce reduction.
6.1.1.4 Hiring and departuresThe analysis of changes in the workforce, covering all subsidiaries,
shows that the workforce decreased during 2018. The subsidiaries
recruited 374 personnel to onshore positions, while 400 personnel
from this same category left the group , including 86 due to dismissal
or mutually agreed employment termination, i.e. a decrease of 0.2%
for onshore personnel.
These subsidiaries also took on 1,997 seagoing or onboard
personnel, while in this category 2,128 people left the Company, 364
as a result of a dismissal or mutually agreed employment termination,
resulting in a decrease of 3% for seagoing or onboard personnel.
At December 31, 2018, the group retention rate for the workforce as
a whole, calculated over two years, was 89%, of which:
3 84% for onshore personnel;
3 87%(1) for seagoing officers.
6.1.1.5 CompensationIn a still-challenging economic climate, BOURBON has maintained
its pay freeze policy for the group ’s onshore personnel. Except
as required by law, no organization has implemented a collective
pay increase. To safeguard the group ’s expertise and know-how,
organizations have been instructed to focus on developing their
employees and encourage their progression in terms of classifi cation
and compensation. In 2018, a concerted effort was made to ensure
(1) All officers (deck & engine room) working on supply type vessels.
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that employees could apply for vacancies in new organizations,
thereby facilitating the development of the group ’s internal resources.
For onshore personnel, 69% of subsidiaries must adhere to the
minima imposed by legislation and 75% have their own salary scales
in place.
For seagoing personnel, in accordance with national and
international regulations and the applicable company or collective
agreements, the subsidiaries – whose role is to recruit and manage
onboard personnel – continued their efforts to reduce salaries and/
or reorganize periods on board vessels to reduce the cost of crew
rotations.
For crews, compensation is established in each organization
according to the onboard role and vessel type. Fully 84% of
subsidiaries that employ seagoing personnel have an internal pay
scale in place.
Over the long term, BOURBON will continue its policy of local
compensation management, with each subsidiary being responsible
for compliance with the regulations, agreements and practices in
force in its area of activity.
The vast majority of variable short-term compensation plans
remain suspended in the subsidiaries. For the French companies,
profit- sharing agreements were dependent on the group ’s earnings,
which are not suffi cient at present to generate bonus payments.
The rate of coverage of onshore and seagoing personnel by private
medical insurance during 2018 was 79% for subsidiaries employing
seagoing personnel and 75% for subsidiaries employing onshore
personnel.
The changes in payroll for all Group employees are presented in
note 5.3 to the consolidated financial statements.
6.1.2 A policy to promote operational excellence
6.1.2.1 Organization of the Human Resources policyThe Human Resources policy, approved by the Management,
is implemented by the group ’s Human Resources Department.
It defi nes the guidelines for recruitment, compensation, training
and career management for all staff. Policies are then implemented
for BOURBON’s three main staff categories through the operating
subsidiaries that employ them.
The integrated computer system OCS (Onsoft Computer
Systems AS) manages the group ’s personnel (administrative
management) and crewing activity (administrative management,
planning, training, payroll). HORIZON, a complementary tool from
Talentsoft, maps the business and streamlines and documents
interactions and interviews on the basis of appraisals, training plans
and mobility prospects.
In total, the tools have enabled the integrated management of 93%
of the reported workforce (under contract and without contract), as
of December 31, 2018.
6.1.2.2 Development of collective competenceBOURBON continues to believe that excellence in service is possible
through the development of collectively competent and committed
teams. The systems for the evaluation of performance and individual
skills are designed to be applied worldwide across all personnel
categories.
The need to cut costs has forced the group to limit spending to
compulsory training (safety, ISO 9001, BOSIET, etc.) or training
that has been contractually agreed with clients, as well as training
accompanying the group ’s transformation process (project
management, Lean training). Nearly all training that does not meet
these criteria has been postponed indefinitely. In addition, after
introducing digital e-learning for onshore personnel, BOURBON
has completed the roll-out of this solution to seagoing personnel on
board supply type vessels. In 2019, the aim is to introduce e-learning
solutions for personnel on board crew boats. Internal skills transfer
also draws on a network of in-house trainers who have been
identified and trained in the approach.
The training of onshore personnel(1) totaled 8,412 hours in 2018,
including 20% in-house training and 80% external training (mainly
job training).
In 2018, the proportion of onshore e-learning increased to 21% of
the overall training effort.
For onshore personnel, job training made up 64% of this training and
mainly involved security and safety (evacuation, fire prevention) and
standards and regulations (ISM and ISPS, MLC, ISO 9001, etc.).
In 2018, the training courses that are mandatory under international
regulations (STCW, MLC) represented 54% of the training effort
for seagoing personnel, which stood at 74,177 hours. This effort
also includes training on the standards of the offshore industry and
standards established by BOURBON for its workforce. BOURBON’s
standards are especially focused on the training of newly recruited
crew boat personnel. Lastly, e-learning is continuing to be rolled out
and accounts for 4% of the offshore training effort.
6.1.2.3 Organization of work
6.1.2.3.1 Organization of work
Seagoing personnel and specialized onboard personnel work a shift
pattern that alternates between periods at sea and onshore rest
periods. These patterns vary according to the operating zone and
type of vessel, and depend on the company or collective agreements
in force. During onboard periods, the work of seagoing personnel
is organized in a way that respects the rest times required by the
conventions (STCW, MLC) and the regulations of flag authorities.
Vessel captains and onshore teams are responsible for ensuring
compliance with these regulations.
The organization of work and rest time of onshore personnel
depends on the legislative framework applicable and on the collective
agreements entered into at a sector specific or local entity level.
In 2018, 65% of subsidiaries reported that they referred to internal
rules and 43% to collective agreements for managing the working
time of their seagoing and/or onshore personnel.
(1) All mobilized onshore personnel, payroll & contracted.
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In 2018, 54% of the subsidiaries declared that they had adapted the
hours of their onshore personnel, notably with the use of teleworking
for 8% of the subsidiaries, part-time working for 19% of subsidiaries
and flexible hours for 30% of subsidiaries. Some technical functions
on the operational support bases require a continued presence.
The personnel in these roles work according to specific shift systems
alternating work and rest periods. During continuous working time,
daily rest periods are respected and weekly rest time caught up on.
The shift system was adopted by 11% of subsidiaries in 2018.
6.1.2.3.2 Professional relations, collective agreements and organization of social dialog
Compliance with the social and welfare protection rules applicable
in countries where BOURBON employs staff is the responsibility of
the management of each entity. The audits and training campaigns
carried out by the Compliance Department are designed to prevent,
detect and if necessary address any non-compliance.
In addition to rules arising from law, professional relations are
also governed by operational management standards, notably for
seagoing personnel. For onshore personnel, internal regulations
clarify the rights and duties of each person.
Across the group , organizations apply collective agreements
negotiated at national level, at branch level (Oil & Gas or Marine)
or internally. Internal agreements can cover a particular category of
employees (seagoing or onshore) or all employees of an organization.
A total of 71 agreements have been identifi ed across the group :
3 25 national agreements, 14 of which relate to seagoing personnel
and 11 to onshore personnel;
3 46 internal agreements, 27 of which relate to seagoing personnel
and 19 to onshore personnel.
In 2018, 9 new agreements or amendments to existing agreements
were signed, covering working hours, organization of work and
pay. These new agreements concern organizations in Nigeria,
the Democratic Republic of the Congo, Gabon, Italy and France.
In 2018, BOURBON elected a Director representing employees and
an alternate, in accordance with the legislation in force.
In matters of health, safety and working conditions, there are strict
standards and internal policies applicable to seagoing professions
and the Oil & Gas sector that govern this area. It is not necessary
therefore to establish additional agreements in HSE matters.
6.1.2.3.3 Absenteeism and occupational illnesses
In 2018, the absenteeism rate was assessed for all subsidiaries and
consolidated by category of personnel:
3 seagoing and specialized categories of onboard personnel;
3 onshore personnel.
For onshore personnel(1), absence due to sickness or occupational
accident was measured, as was the number of unexplained absences.
The observed rates were 1.84% for absence due to sickness or
accident, and 0.35% for unauthorized absences. To ensure that the
consolidated information was consistent, all subsidiaries calculated
their absenteeism rate using the same method. Overall, the
absenteeism rate recorded for onshore personnel was 2.5%.
For offshore personnel, the absenteeism rate was measured by
considering the following scope: personnel directly contracted
by Group subsidiaries under a permanent contract. The rate of
absenteeism for the group on this scope was 5.50%, for absence
due to sickness and accident combined.
When it comes to occupational illnesses and their offi cial recognition,
this varies considerably depending on the country and the staff
categories concerned (seagoing or onshore personnel). Regardless
of this, BOURBON was keen to extend its reporting to all subsidiaries
in 2018.
As part of the annual HR survey launched at the end of 2018, the
subsidiaries reported six cases(2) of occupational illnesses offi cially
recognized by the relevant authorities. In 2018, the total number
of days’ absence came to 563. Of these, four were due to lumbar,
articular and periarticular complaints, one was due to hearing loss
and one was due to a lung condition.
Alongside the campaigns implemented at Group level (e.g. the
“Safety Takes Me Home” campaign and use of personal protective
equipment (PPE)), the subsidiaries have developed local safety or
awareness campaigns both for onshore and seagoing personnel,
designed to prevent operational risks and the health problems that
could result (e.g. tropical diseases, correct movement and posture,
water quality, vaccination, etc.).
6.1.2.3.4 Compliance with the fundamental conventions of the International Labour Organization (ILO) and human rights
The MLC, Maritime Labour Convention, which was ratified within the
ILO in 2006, entered into force in August 2013.
This convention, which is a pillar of international maritime regulations
after STCW, MARPOL and SOLAS, is similar to a Seafarers
Charter. It sets minimum working standards onboard vessels of
over 500 UMS. It brings together over 60 existing international
conventions or regulations. All vessels must carry a maritime labor
certificate delivered by flag authorities, to prove that the convention
is complied with. This certificate is valid for five years. An interim audit
is organized every two and a half years.
As in previous years, a survey was carried out at the end of 2018
to ensure that all subsidiaries still comply with the fundamental
conventions of the ILO on freedom of association, non-discrimination,
elimination of forced or compulsory labor, and the effective abolition
of child labor.
(1) Onshore personnel directly contracted by one of the group subsidiaries (payroll).
(2) For one entity, the illness was reported in 2017 but was not recognized until 2018.
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6.1.3 Focus on safety
Identifi ed as a major risk to its activity, operational safety is paramount
for BOURBON. The group strives to ensure that operations are safe,
efficient and reliable for clients, who themselves have increasingly
strict requirements to adhere to.
Safety at BOURBON includes safety of employees, that of the
clients and of all those who work at or for the group , as well as the
protection of assets and the environment. In 2018, approximately
2.7 million passengers were transported to and from offshore sites.
To better meet the increasingly stringent requirements of its
clients, BOURBON continues to implement its Operational Safety
Management (OSM) standard at all its subsidiaries, which is aligned
to the offshore industry program. This modern system integrates the
complete operations management chain, defining the responsibilities
and individual responsibilities required for safe, efficient operations.
BOURBON’s aim is to have zero incidents that could harm
personal health and safety. To do this, the group is constantly
developing tools and indicators to educate and raise awareness
on accident prevention and to encourage best practice. Thus, in
2018, BOURBON continued to develop its latest monthly accident
prevention tool called “Safety Post”. This accident prevention tool
is presented in the form of a one-page cartoon and tells of a real
incident that occurred in one of the group ’s places of work. These A4
sheets, distributed regularly to all operational bases and vessels in
the fleet, are in addition to the existing material made available in
recent years as part of the first, second and third “Safety Takes Me
Home” campaigns. In addition to these accident prevention tools,
BOURBON has developed e-learning training courses dedicated to
safety, such as the “Safety Group Induction” module or the “Pre-Task
Planning” module.
3 The objective was to raise the awareness of all employees so that
they adopt a responsible and proactive attitude.
According to data from the IMCA (International Marine Contractors
Association), which includes the main offshore oil and gas maritime
services players, BOURBON’s safety performance is very good.
3 Lost Time Injury Rate (LTIR): Frequency of accidents causing a
stoppage of work per million hours worked;
3 Total Recordable Incidents Rate (TRIR): Frequency of reported
accidents, including accidents with stoppage of work, injuries
requiring time off or physical rest (reassignment, reduced
hours, etc.), and injuries requiring appropriate medical care and
monitoring, but which do not require time off or stoppage of work.
This frequency is also expressed per million hours worked.
In 2018, the LTIR was 0.63, and the TRIR was 1.00.
For 2018, BOURBON recorded 19 Lost Time Injuries (LTI),
four Restricted Work Cases (RWC) and seven Medical Treatment
Cases (MTC). As a reminder:
3 LTIs are accidents resulting in injuries which do not have after
effects involving a temporary stoppage of work (Lost Work Cases
or LWC), with partial permanent aftereffects (Permanent Partial
Disability or PPD), with full aftereffects (Permanent Total Disability
or PTD), or fatalities (or FATs);
3 RWCs are cases where the injured person is able to continue
working but in an adapted or restricted form;
3 MTCs are cases where the injured person is able to resume
their work as normal, but the type of injury they have sustained
requires medical intervention as defined by oil industry rules.
In 2018, six cases of occupational illnesses were reported to the
group by the subsidiaries. BOURBON draws particular attention to
the risks posed by the malaria, Ebola and Zika viruses by publishing
educational material on its intranet.
6.1.4 Focus on security
6.1.4.1 Preventing maritime riskMaritime piracy has been a major concern for all maritime operators
for several years now. BOURBON has therefore put in place various
measures and collaborative arrangements to fully assess this risk
in its vessels’ operating and transit zones, overseen by the group ’s
Security Manager.
Based on the risk assessment, BOURBON applies:
3 general security measures common to all vessels in accordance
with the International Ship and Port Facility Security (ISPS) Code,
as well as establishing a “citadel” on board each vessel, as
recommended by the International Maritime Organization;
3 a set of procedures specifi c to BOURBON and adapted to
the operating zone, in view of the recommendations of the
International Maritime Organization, and specifi cally its Best
Management Practices. These measures may include having
private security guards on board;
3 additional protection measures put in place by oil companies
(clients) which are specifi c to the fi eld of operation, which may
include site protection and transit escort vessels.
In the Gulf of Guinea – the region most at risk of piracy in recent
times and the group ’s main operating zone – a specifi c permanent
arrangement has been put in place (in Nigeria). A Security Manager
manages this set-up, consisting of an onshore team and a team at
sea. Their mission is to monitor operations, crew preparation and
compliance with procedures by vessels and clients (site audits.) This
entails an anti-piracy training program for offi cers.
A security risk assessment is conducted for each operating site in
Nigeria.
Together these measures help to reduce risk exposure for the
group ’s crews and vessels.
6.1.4.2 Preventing onshore riskIn accordance with the group ’s security policy, BOURBON has also
set up an information, awareness-raising and training program for
employees moving or working abroad.
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This program is based on a variety of tools:
3 an online space for all employees on the group intranet to make
them aware of security-related issues;
3 a special e-learning module which is compulsory for all travelers
and which must be repeated every two years;
3 information pages for travelers with a “security passport” (country
advice) for high-risk areas;
3 a security handbook with traveler checklists and fact sheets on
what to do in the event of a terrorist attack;
3 a specifi c routine briefi ng for staff traveling to high-risk countries
such as Nigeria.
Lastly, subsidiaries based in high-risk areas must draw up a security
plan, including an evacuation procedure for local employees and
expatriates.
6.2 SOCIETAL INFORMATION
6.2.1 Involvement in the socio-economic development of countries and relationships with stakeholders
6.2.1.1 Local establishmentThis is a core value of BOURBON that generates a positive, and
responsible, economic and social impact in those countries where it
provides services. 65% of the workforce in a country are nationals,
up 1% from 2017. This figure rises to 79% for onshore positions.
Regional establishment(1) account for 76% of the group ’s workforce.
(1) Regional establishment: staff originating from the geographic region in which they work (Asia 81%, Americas 91%, Europe 97% and Africa 68%).
3 PERCENTAGE OF LOCAL WORKFORCE FOR EACH OPERATING ZONE
9
89.8%
85.2%
64.0%
37.8%
Local workforce
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6.2.1.2 Partnerships/sponsorships in France and overseas
The mission of the BOURBON Foundation, under the aegis of the
Fondation de France, is to develop and sponsor general-interest
projects with direct links to education, training, health and local
development, in France and abroad. As the commitment to IECD in
Nigeria has come to an end, the Foundation’s Executive Committee
decided to:
Current projects:
3 Strengthening its engagement with the Baan Dek Foundation, its
longstanding partner in Thailand. This is primarily aimed at giving
Burmese migrants access to childcare and has been increasingly
successful. More than 1,450 migrant children from 57 different
communities have been able to join a public school program and
receive educational support on topics such as hygiene, health
and the environment;
3 Developing a new partnership in Kenya to provide care
(health, nutrition, mental wellbeing, etc.) and education to 21
children working at the Dandora dumpsite in Nairobi.
Finally, the open days held in 2018 showcasing the assistance,
salvage and pollution remediation tugs operated by the company
Les Abeilles along the French coast raised more than €21,000 which
will be shared between:
3 the Association Œuvres Sociales de la Marine (Brest);
3 the Association Œuvres Sociales de la Marine (Cherbourg);
3 the Caisse des Péris en Mer de Cherbourg (Cherbourg);
3 Recherche Contre la Mucoviscidose (Brest).
6.2.1.3 Relations with stakeholders and fair practiceBOURBON has identified its stakeholders as all people and
organizations able to influence or be influenced by the group ’s
decisions and activities. The group has maintained a close dialog with
its employees, clients and shareholders, i.e. its main stakeholders
over a period of some years (e.g. by providing a free phone number
for shareholders, asking clients to complete a satisfaction survey after
each contract, etc.). This close collaboration permitted BOURBON
to improve its global performance, particularly in committing itself to
continuous improvement through CSR with this method.
In its Code of conduct, BOURBON defines the rules that apply to all
Group employees and other stakeholders (suppliers, partners and
clients), ensuring that they work together to respect local cultures,
people, laws and ethics. The principles it contains show the way
forward for ethical conduct. A supplier Code of conduct sets out
the commitments that the group expects from its suppliers and
subcontractors, particularly regarding respect for fundamental rights
at work, health and safety, environmental protection, anti-corruption,
and promoting economic and social development. At the group level,
local procurement is favored as much as possible to build lasting
relationships with local suppliers and boost the local economy. The
Code of conduct is routinely included in contracts and is published
on BOURBON’s website.
6.2.1.3.1 Local purchases
BOURBON attaches particular importance to the impact of its
activities in the areas where it operates, especially with regard to
the social and economic aspects. As part of its overall strategy,
BOURBON is continuing to develop local partnerships by integrating
quality and international safety standards.
In 2018, local procurement accounted for around 58% of purchases
of parts and supplies (unchanged from the previous year) and
directly helped to support the local economy. The proportion of local
purchases developed as far as possible in the various geographical
zones where BOURBON operates.
This type of procurement mainly focuses on routine supplies and
services for vessel maintenance (engine oils, spare parts, services,
ship repair yards) and operations (catering and other services).
Prioritizing local procurement offers significant added value in terms
of response times and overall purchasing costs (including logistics).
6.2.1.3.2 Suppliers and subcontractors
In 2014, the group Purchasing function was completely reorganized
to improve international supplier management and to deploy tools
and processes common to all subsidiaries worldwide.
This enabled procedures and tools to be introduced to improve
monitoring of suppliers, with the implementation of purchasing
strategies by product category, supplier quality management and
performance measurement through regular assessments and risk
analysis. All of these processes factor in quality standards and ethical
issues.
BOURBON has defined a single scope for its suppliers and
subcontractors. This includes, in addition to the procurement of parts
and supplies, the following categories: fuel, classification societies,
flags, freight forwarders, telecommunications, travel agencies and
external manning agents. Of these, two categories (external manning
and ship repair yards) account for more than 13% and 10% of
purchases respectively. In terms of risk management, therefore, it is
essential that BOURBON prioritizes its actions with these suppliers:
3 firstly, external staffi ng agents: these subcontractors are closely
monitored since they manage a significant percentage of the
group ’s workforce. They comply with international standards and
with BOURBON’s standards (see section 6.1.1.3 on international
recruitment policy) and undergo annual internal audits;
3 secondly, ship repair yards: they perform maintenance on vessels
in the fleet, which are the group ’s major assets. The nature of
the work carried out by these subcontractors requires strict
safety management. Accordingly, HSE criteria are given a higher
weighting during annual appraisals.
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Statement of non-fi nancial performance
6.2.1.3.3 Challenges in tackling corruption
Unethical behavior and behavior which infringes anti-fraud,
corruption or any other applicable legal provisions, is likely to expose
BOURBON or its employees to criminal and civil penalties. Such
events may damage the group ’s reputation and decrease the value
of its shares. The group ’s policy is to conduct its activities with strict
adherence to legal and ethical obligations as stated in the group ’s
Compliance and Ethics Policy.
In 2013, the group decided to strengthen its policies, procedures
and training with regard to ethics and compliance, especially anti-
corruption. The group has put in place a dedicated compliance
program for all its entities. BOURBON’s compliance program is
closely monitored and regularly updated to improve its effectiveness
and to keep pace with regulatory change.
BOURBON’s compliance program is composed of seven pillars:
3 Tone at the Top: the General Management Committee has
undertaken to promote compliance and maintain a culture of
ethical decision-making within the group ;
3 risk assessment: by identifying all risks of non-compliance,
the tools, techniques and corrective measures necessary to
prevent these risks can be developed; the group ’s risk assessment
also includes corruption risk. Since 2015, the specifi c non-
compliance risk map has been updated at least once a year;
3 policies and procedures: the establishment and deployment of
specific guidelines ensures that adequate compliance processes
exist within the group ;
3 communication: all employees are kept regularly informed of the
program’s roll-out;
3 in 2015, the group also successfully launched an e-learning
compliance program aimed at all onshore and offshore
employees; this program continued during 2018;
3 coordination and monitoring: a centralized compliance function
is in operation and coordinates the group ’s entire compliance
program;
3 penalties: any infringement of the compliance rules is taken
extremely seriously and the appropriate penalties are imposed
where necessary.
In 2014, the group implemented a dedicated compliance organization
with 26 compliance managers across the group ’s subsidiaries and
which report to the group ’s compliance team.
BOURBON employees and stakeholders may need support on the
application or interpretation of the code of conduct. Since 2017,
BOURBON has strengthened its ethical approach by providing its
employees and stakeholders with an ethics alert line available 24/7
enabling anyone to report behavior contrary to the BOURBON code
of conduct.
Tackling corruption risk is also dependent on the control environment
within the group (detailed in note 4 of the Registration Document)
and the organization and implementation of internal control in the
context of accounting and fi nancial procedures, particularly with
regard to the segregation of duties.
6.2.1.3.4 Challenges in combating tax evasion
The group is committed to operating in accordance with the tax
regulations in force in all its host countries, including measures
designed to combat tax evasion and fraud.
For 2018, BOURBON paid €6.548 million in income tax in the
countries in which the group operates.
From a tax perspective, the risk review is carried out when the risk
map is updated (at least once a year), in conjunction with the group
Tax Department.
In accordance with its legal obligations, the group has been producing
a country-by-country reporting statement since 2018. This gives a
breakdown of earnings, taxes and activities by geographical area.
6.3 ENVIRONMENTAL INFORMATION
6.3.1 General environmental policy
Five subsidiaries of the group were certified ISO 14001. This was
due to a harmonized approach towards operational safety and
efficiency, with a whole section on the environment. The aim is for
all BOURBON entities to have a tool enabling them to measure and
improve their management systems, via a self-assessment based
on KPIs derived from industry best practice, both for onshore and
offshore operations.
An application to collect operational data (Operational Data
Application) has been installed on board supply and crew boats over
32 m. This application collects vessel operations daily, as well as
engine hours that are directly linked to diesel consumption. Fuel,
water, oil and waste consumption data are also collected daily.
This data is automatically shared internally with over 500 users
(Management and Captains/Head Mechanics) using dashboards
developed by the “Fuel Management” and “Business Intelligence”
teams. This information makes it possible to optimize consumption
and minimize the environmental impact of BOURBON’s maritime
activities.
Since the client remains the initiator for operations, the scope for
action may seem limited. Nevertheless, best practices have been
introduced on board vessels to optimize consumption, reduce
engine hours and lower emissions.
In 2018, crew training in good operational practices continued, the
aim being to minimize fuel consumption and therefore greenhouse
(1) OSM: Operational Safety Management – defined by the Oil Companies International Marine Forum (OCIMF).
97BOURBON 2018 REGISTRATION DOCUMENT
MANAGEMENT REPORT3 Statement of non-fi nancial performance
gas emissions as much as possible. For example, captains are
automatically notified by email when best practice for efficient vessel
management has not been followed.
Finally, the reference officers provide onboard training in modules on
the BOURBON intranet. Reference officers and Internal Auditors also
stress the importance of the quality of reporting for data reliability.
All seagoing personnel have access to the various environmental
regulations applicable on their vessel. All these measures raise the
awareness of seagoing personnel on environmental protection.
The daily monitoring of consumption on vessels and monthly
monitoring on the rest of the fleet makes it possible to distinguish
consumption by vessels during chartering and non-chartering
periods, and also enables figures to be fed back on waste generation
and freshwater consumption. The recommendations made by
international bodies in this regard, particularly the International
Maritime Organization (IMO), have been respected.
The consumption of fuel (Marine Gas Oil) and lubricant oil in 2018
was 227,870 m3, and 2,464 m3 respectively.
The gross emissions for 2018 are presented in the table below:
(in metric tons) 2018 2017 2016
Emissions of CO2 919,739 1,002,705 1,158,888
Emissions of SOx 1,086 1,716 1,646
Emissions of NOx 14,144 22,423 25,390
Decree No. 2016-1138 on environmental information was published
as part of the implementation of Article 173-IV of the French energy
transition law. Accordingly, BOURBON has evaluated its indirect
emissions throughout the entire value chain, in addition to the direct
emissions already reported earlier in this document. This means that
the emissions including those upstream and downstream of the
group ’s activities have been taken into account in reference to the
Greenhouse Gas (GHG) Protocol. The objective of this protocol is to
standardize the fight against climate change on a global scale. It is
divided into three levels that correspond to specific emission scopes.
The tool provided by the GHG Protocol therefore calculates CO2
emissions based on financial data. In 2017, it gave a breakdown of
emissions by scope and by main emissions category, which were on
a similar scale in 2018:
3 DISTRIBUTION OF CO2 EMISSIONS BY SCOPE
Scope 3
29.59%
Scope 2
0.12%
Scope 1
70.82%
Scope 1: direct emissions relating to the business
Scope 2: indirect emissions relating to energy consumption
Scope 3: other indirect emissions
3 MAIN CATEGORY OF INDIRECT EMISSIONS
Purchase of goods
and services
Energy
(excl. Scopes 1 and 2)
Shipping of
merchandise
Business travel Employee travel
30%
59%
53,4 %
4%6%
1%
0%
10%
20%
30%
40%
50%
60%
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Statement of non-fi nancial performance
The most significant categories for emissions in scope 3 are:
3 category 3 “Energy”, which represents emissions associated with
energy not included in scopes 1 and 2 (extraction, production
and transportation of the energy sources used by BOURBON);
3 category 1 “Purchase of goods and services”, which represents
emissions associated with Group purchases (extraction,
production and transportation).
Currently, climate change has no impact on the activities of
BOURBON vessels. Depending on changes, emergency procedures
will be reviewed and updated.
To date, BOURBON’s accounts contain no significant provision that
represents an environmental risk. BOURBON’s position in this area is
described in section 5.2 of the management report.
Each vessel also has the “Emergency and Contingency Plan” on
Board which lists all the decontamination exercises done on board.
BOURBON requires each of its vessels to do at least four of these
decontamination exercises per year. The officers issue instructions
for each exercise.
6.3.2 Management of resources
BOURBON operates a fleet of modern vessels, for the most part
equipped with diesel-electric propulsion technology that significantly
reduces consumption and atmospheric emissions for offshore oil
and gas marine services. A dedicated Fuel Management team is
responsible for reporting, monitoring and analyzing the environmental
data and has designed ways to feed data back to the crews and
various land-based teams (HSE, operations, central functions).
The implementation of dashboards makes it possible to monitor
environmental indicators every month (Marine Gas Oil, lubricant oil,
waste, emissions etc.). This enables the group to adopt operational
behavior which is increasingly responsible.
The consumption of fresh water on board the vessels includes
water for sanitary use as well as water intended for rinsing vessel
equipment. It was 184,234 m3 across the whole fleet excluding
crew boats under 32 m. The consumption of bottled drinking water
has not been reported, and neither has the indirect consumption of
(electrical) energy by all the offices of the operational subsidiaries.
6.3.3 Pollution and waste management
As far as the prevention of environmental risks is concerned,
BOURBON applies national and international rules as outlined in
section 5.2 of the management report.
Special attention needs to be paid to polluting waste that is
accidentally discharged into the sea. In 2018, BOURBON did not
log a single major incident(1) such as to cause environmental harm.
The Bourbon Liberty 150, Bourbon Liberty 300, Bourbon Explorer
500, Bourbon Evolution 800, PX 105 and P 105 series meet the
Oil Recovery classification. This classification indicates that these
vessels can contain pollution and retrieve and store on board the
hydrocarbons responsible for this pollution.
BOURBON’s vessels are equipped with waste treatment systems
that are compliant with the international regulations in force, in
particular those of the IMO. The total volume of waste generated
in 2018 was 7,679 m3. The volume of used oil treated (2) amounted
to 2,465 m3 across the fleet, excluding Crew Boats under 32 m.
The waste generated and used oil discharged on land are processed
by approved companies.
The Bourbon Liberty 300, Bourbon Explorer 500, Bourbon Evolution,
P 105 and PX 105 series of vessels meet the requirements of the
Cleanship classifi cation. These vessels have been designed and
constructed to address the stringent requirements of protecting fuel
reserves, treating waste water and general waste, limiting discharges
into the water and the risk of water pollution as well as the impact
on biodiversity.
6.4 NOTE ON SOCIAL AND ENVIRONMENTAL REPORTING METHODOLOGY
6.4.1 External standards
The group draws on Article R. 225-105-1 of the French Commercial
Code, amended by Order No. 2017-1180 and Implementing Decree
No. 2017-1265, transposing Directive 2014/95/EU of the European
Parliament for the reporting and monitoring of social, environmental
and societal indicators.
6.4.2 Tools used
The Onsoft Computer Systems AS integrated information system
was used to collect and process the social data for 2018 sent by
the local entities. This information system was combined with the
decision-making information system Business Intelligence, and the
annual survey Human Resources - Crewing.
The environmental data are obtained from the Surfer Reporting
Application for Surfers below 32 m, while the Operational Data
Application (ODA), a daily reporting tool launched in 2014, covers
BOURBON’s fleet of supply vessels and Surfers above 32 m.
6.4.3 Social indicators
BOURBON’s social reporting is carried out over the fiscal year
(January to December). The scope of the social indicators includes
subsidiaries controlled operationally by the group and employing
staff, as well as three associate subsidiaries (Bourbon Gulf, Bourbon
Marine Services Manila Ltd, and Sonasurf (Angola)). The other
three associate subsidiaries (EPD Yangzhou, EPD Asia, Southern
Transformer and Magnetics) are not included within the scope of the
social indicators, as these subsidiaries are no longer trading.
(1) Major incident: release of more than 500 liters of products into the sea.
(2) The reported quantity of treated used oil does not include the quantity of used oil incinerated onboard.
99BOURBON 2018 REGISTRATION DOCUMENT
MANAGEMENT REPORT3 Statement of non-fi nancial performance
Regional and local establishment are determined according to the
geographical assignment of employees and their nationality.
The reporting of training hours covers 95% of the onshore workforce
and 93% of the offshore workforce, excluding two organizations
(Naviera Bourbon Tamaulipas and Les Abeilles). In order to exclude
weekends, the following conservative approach was applied this
year: training courses lasting less than fi ve days were considered as
calendar days and, for training courses of more than fi ve days, only
the business days were considered.
The reporting of the absenteeism rate covers all directly contracted
onshore personnel (payroll), i.e. 85% of the onshore workforce,
in theory without excluding any subsidiaries. The reporting of the
absenteeism rate covers all directly contracted offshore personnel
(excluding the subsidiaries Naviera Bourbon Tamaulipas and
Les Abeilles) on a permanent contract (permanent contract payroll),
i.e. 25% of offshore workforce.
The reasons for absence included in the calculation of absenteeism
rate are: illness, accident, unauthorized absence, absence for
industrial reasons (strike, etc.). Unpaid leave is also included for
onshore personnel only.
Accidentology indicators (LTIR, TRIR) are calculated using the
OSHA’s (Occupational Safety and Health administration) benchmark.
Accidents giving rise to disembarkation for medical reasons are not
classified as LWC if the seafarer is able to resume work the day after
the accident. Work-related accidents recognized by the competent
national authorities are counted only if their characteristics are also
confirmed according to the rules defined by the standards of the
OCIMF.
Formula for calculating hours worked by offshore personnel:
for subsidiaries for which all activities of offshore personnel are
entered in OCS HR: Number of days of working activity of offshore
personnel * 24 hours of work per day.
For the other subsidiaries having offshore personnel: number of days
when the vessel is in the fleet* 24 hours of work per day x theoretical
average number of persons on board x 105%. The theoretical
average number of persons on board is defined in a table depending
on the vessel sub-type and status.
Formula for calculating the hours worked by onshore personnel:
8 hours of work per day x average workforce over the year, pro-rated
on a full-time/part-time basis, x number of theoretical days worked.
The number of theoretical days worked is defined in a table based
on the legislation and collective agreements in force in each country
where onshore personnel work. It excludes weekend days, national
holidays and annual leave.
In terms of occupational illnesses, the scope covers the entire Group,
i.e. 100% of the workforce at the end of the period.
6.4.4 Environmental indicators
The group ’s environmental performance has been followed on the
basis of relevant indicators with regard to its activities.
The indicators have been calculated on the following principles:
3 CO2: fuel consumption, with an applied mass coefficient of 3.206,
in compliance with circular MEPC/47111 of the International
Maritime Organization (OMI). Fuel consumption is reported using
the Surfer Reporting Application (SRA) and the Operational Data
Application (ODA) by seagoing personnel;
3 SOx emissions are calculated on the basis of fuel use and the
average sulfur rate;
3 NOx emissions are calculated on the basis of engine rating, hours
of machine operation, load factor and emission factor of each
engine;
3 the fuel density is reported by crew or, failing this, estimated using
the ratio 0.85 metric ton/m3.
6.4.5 Additional information on the application of the provisions of Article L. 225-102 of the French Commercial Code
Given the specific nature of its business, BOURBON does not
consider the following issues referred to in Article L. 225-102
of the French Commercial Code to be applicable, in view of their
irrelevance with regard to the group ’s operations: consumer health
and safety, consumption of raw materials, land use, noise pollution,
circular economy, food waste, tackling food poverty, animal welfare,
and responsible, fair and sustainable food.
100 BOURBON 2018 REGISTRATION DOCUMENT
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3
BOURBON Corporation SA and its shareholders
7. BOURBON CORPORATION SA AND ITS SHAREHOLDERS
7.1 SHARE CAPITAL AND SHAREHOLDER BASE
As at January 1, 2018, the first day of the fiscal year, the share capital
of BOURBON Corporation SA amounted to €49,227,780, divided
into 77,499,214 fully paid-up shares.
The share capital as at December 31, 2018 was €49,227,780,
divided into 77,499,214 shares of the same class and representing
95,414,800(1) theoretical voting rights (95,278,919 voting rights for
the Shareholders’ Meeting, the difference corresponding to the
number of shares held by the Company).
Therefore, the breakdown of the BOURBON Corporation SA shareholder base as at December 31, 2018 was as follows:
SHAREHOLDERNUMBER OF
SHARES % OF CAPITAL
NUMBER OF SHARES AND % OF THEORETICAL
VOTING RIGHTS***
NUMBER OF SHARES AND % OF ACTUAL VOTING
RIGHTS***
Jacques de Chateauvieux & related companies* 40,886,122 52.76% 41,177,031 43.16% 41,177,031 43.22%
Henri de Chateauvieux & related companies** 6,130,370 7.92% 12,259,236 12.85% 12,259,236 12.87%
Total Collectively 47,016,492 60.68% 53,436,267 56.00% 53,436,267 56.08%
Monnoyeur SA 4,398,813 5.68% 4,398,813 4.61% 4,398,813 4.62%
Treasury shares 135,881 0.18% 135,881 0.14% 0 0.00%
Employees 528,294 0.68% 528,294 0.55% 528,294 0.55%
Public 25,419,734 32.80% 36,915,545 38.69% 36,915,545 38.74%
TOTAL 77,499,214 100.00% 95,414,800 100.00% 95,278,919 100.00%
* Jacques de Chateauvieux & related companies = JACCAR Holdings + Cana Tera SCA + Jacques de Chateauvieux.
** Henri de Chateauvieux & related companies = Mach Invest SAS + Mach Invest International + Henri de Chateauvieux.
*** Application of Law No. 2014-384 of March 29, 2014 designed to recapture the real economy, known as the “Florange Law”, as of April 3, 2016:
registered shares held for more than two years receive double voting rights.
7.2 DIVIDENDS PAID FOR THE LAST THREE FISCAL YEARS
We remind you that the dividends distributed for the last three years were as follows:
NUMBER OF SHARES AT YEAR-END
NET DIVIDEND PER SHARE(1)
(in euros)
TOTAL AMOUNT DISTRIBUTED(2)
(in euros)
2015 71,606,331 1.00 71,204,986(3)
2016 76,342,603 0.25 18,972,748(4)
2017 77,499,214 0.00 0.00
(1) Dividend eligible for the 40% tax deduction applicable to individual (non-corporate) shareholders who are French tax residents, as provided for in
Article 158-3-2 of the French General Tax Code.
(2) Treasury shares do not carry entitlement to dividends.
(3) Of which €45,752,387 paid in shares.
(4) Of which €10,502,027 paid in shares.
101BOURBON 2018 REGISTRATION DOCUMENT
MANAGEMENT REPORT3 BOURBON Corporation SA and its shareholders
7.3 TRANSACTIONS IN THE COMPANY’S SECURITIES
7.3.1 Share buyback program
Portion of the capital held by the Company and breakdown by objective for holding the Company’s treasury sharesAt December 31, 2018, the Company held 135,881 treasury shares, representing 0.18% of the capital.
REASON FOR HOLDING THE TREASURY SHARESNUMBER OF SHARES
HELD AT YEAR-ENDPURCHASE VALUE
(in € thousands)PAR VALUE
(in € thousands)
Stimulation of the market by an investment service provider 75,513 303 48
Covering stock options or other employee shareholding systems 60,368 729 38
External expansion operations None - -
Hedging securities giving access to the capital None - -
Cancelation None - -
TOTAL 135,881 1,032 86
Transactions made by the Company on treasury shares during the year, by acquisition, disposal or transferAt December 31, 2018, BOURBON Corporation held 135,881
shares, including 75,513 via CM-CIC Securities, an investment
service provider responsible for market stimulation under the AMAFI
charter, in the context of its management of the liquidity contract.
As part of this liquidity contract, 722,905 shares were thus acquired
at an average purchase price of €5.39, while 714,164 shares were
sold at an average price of €5.44. These transactions did not incur
any dealing costs. It is also noted that no derivative products were
used to conduct these transactions and that no put or call position
was open on December 31, 2018.
Description of the share buyback program proposed to the Combined Shareholders’ Meeting on June 28, 2019The Shareholders’ Meeting, ruling under the conditions of majority
and quorum required for Ordinary General Meetings and in the light of
the report of the Board of Directors, authorizes the Board for a period
of eighteen months, as provided for under Articles L. 225- 209 et
seq. of the French Commercial Code, to proceed with the purchase,
on one or more occasions and at any periods it chooses, of the
Company’s shares, within the limit of 5% of the overall number of
shares composing the share capital, this ceiling being adjusted where
necessary to take into account possible increases or reductions in
the capital in the course of the program.
This authorization terminates the previous authorization granted to
the Board by the Shareholders’ Meeting of May 30, 2018 in its 15th
ordinary resolution.
The shares may be purchased for any purpose permitted by law,
including:
3 stimulate the secondary market or maintain the liquidity of
BOURBON Corporation SA shares through an investment
service provider, operating within the scope of a liquidity contract
in accordance with the AMAFI Code of professional practice as
approved by the French Financial Markets Authority;
3 holding shares to cover stock option plans and/or bonus share
allotment plans (or similar plans), for the benefit of employees and/
or representatives of the group , and to allow allotments of shares
within the scope of a company or group savings plan (or similar
plan) or as part of employee participation in the results of the
Company and/or any other form of share allotment to employees
and/or corporate officers of the group ;
3 the possible canceling of the shares thus acquired, subject to
the authorization to be granted by the shareholders at this
Shareholders’ Meeting in its fourteenth extraordinary resolution.
These share purchases may be transacted by any means, including
acquisition of blocks of shares, at such times as the Board may
choose.
The Company reserves the right to use options and derivatives within
the bounds of applicable regulations.
The maximum purchase price is fixed at €12 per share. In the
event of any transaction affecting the capital, notably stock
splits, consolidation of shares or allocation of bonus shares, the
above- mentioned sum will be adjusted proportionally (multiplication
coefficient equal to ratio between the number of shares forming the
capital prior to the transaction and the number of shares following
the transaction).
The ceiling for the transaction is thus fixed at €46,463,304.
The Shareholders’ Meeting grants full powers to the Board of
Directors, which may delegate those powers, to proceed with these
operations, to fix the terms and conditions thereof, to enter into any
agreements and to satisfy all formalities.
As at December 31, 2018, the latest parent company fi nancial
statements showed the Company had free reserves of €756,344
thousand.
By law, the amount of the program cannot be higher than this figure
until the closure of the parent company financial statements for the
current year.
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3
Report explaining the Board of Directors’ resolutions proposed to the combined shareholders’ meeting of June 28, 2019
At January 31, 2019, the breakdown by objective of the treasury shares held was as follows:
REASON FOR HOLDING THE TREASURY SHARES NUMBER OF SHARES HELD
Stimulation of the market by an investment service provider 74,041
Hedging stock options or other employee shareholding systems 60,368
External expansion operations None
Hedging securities giving access to the capital None
Cancelation None
TOTAL 134,409
7.3.2 Trading in the Company’s securities by the persons referred to in Article L. 621- 18-2 of the French Monetary and Financial Code
The Company has no knowledge of any transaction performed
during 2018 on the Company’s stock by the persons referred to in
Article L. 621-18-2 of the French Monetary and Financial Code.
7.3.3 Employee shareholding
As at December 31, 2018, through the employees’ mutual fund
“Bourbon Expansion”, 679 employee shareholders held a total of
528,294 shares, representing 0.68% of the share capital.
7.4 FACTORS THAT COULD HAVE AN IMPACT IN THE EVENT OF A PUBLIC OFFER
The factors that may have an impact in the event of a public
offer on the Company’s shares are set out in the Board of
Directors’ report on Corporate governance.
8. REPORT EXPLAINING THE BOARD OF DIRECTORS’ RESOLUTIONS PROPOSED TO THE COMBINED SHAREHOLDERS’ MEETING OF JUNE 28, 2019
8.1 APPROVAL OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2018
The shareholders are asked to approve the parent company financial statements for the year ended December 31, 2018, together with the
consolidated financial statements for the year ended on that same date.
8.2 APPROPRIATION OF NET INCOME
The Board moves that the Meeting appropriate the net income for the period as follows:
Origin
Loss for the fi scal year €1,336,057.45
Retained earnings €30,000,000.00
Appropriation
Legal reserve €0
Retained earnings €28,663,942.55
103BOURBON 2018 REGISTRATION DOCUMENT
MANAGEMENT REPORT3 Report explaining the Board of Directors’ resolutions proposed to the combined shareholders’ meeting of June 28, 2019
8.3 RELATED PARTY AGREEMENTS
During the 2018 fiscal year, no new regulated agreement was
authorized by the Board of Directors. The Shareholders’ Meeting is
asked to take note of this.
In accordance with the law, the Board of Directors conducted the
annual review of agreements entered into and authorized in previous
years the performance of which continued during the year ended
December 31, 2018. These agreements are presented to the
Shareholders’ Meeting in the related Statutory Auditors’ special
report.
The Statutory Auditors’ special report on related party agreements
and commitments is available in the 2018 Registration Document.
8.4 DIRECTORS’ TERMS OF OFFICE
The terms of offi ce of Board members Wang Xiaowei,
Jacques d’Armand de Chateauvieux and Christian Lefèvre expire at
the end of this Shareholders’ Meeting. The Board, acting on the advice
of the Nominating, Compensation and Governance Committee, and
in view of their length of service on the Board and their knowledge of
the Company, recommends that the Shareholders’ Meeting proceed
with:
3 renewal of the term of offi ce of Wang Xiaowei as Director;
3 renewal of the terms of offi ce of Jacques d’Armand de
Chateauvieux and Christian Lefèvre as Directors.
The Directors’ biographies can be found in note 3.2.2 of the
management report in the 2018 Registration Document.
8.5 APPROVAL OF THE PRINCIPLES AND CRITERIA FOR DETERMINING, ALLOCATING AND GRANTING THE COMPONENTS OF EXECUTIVE DIRECTOR COMPENSATION (CHAIRMAN OF THE BOARD OF DIRECTORS AND CHIEF EXECUTIVE OFFICER)
In application of Article L. 225-37-2 of the French Commercial Code,
the Board proposes that you read the policy on the compensation
for Executive Directors and approve the principles and criteria for
determining, allocating and granting fixed, variable and exceptional
elements composing the total compensation and benefits of any
kind attributable to the Executive Directors (Chairman of the Board
of Directors and Chief Executive Offi cer) in respect of their offi ce, as
described in the report on corporate governance on pages 60 et
seq. of the Company’s 2018 Registration Document.
8.6 APPROVAL OF THE COMPONENTS OF COMPENSATION PAID OR GRANTED IN RESPECT OF THE FISCAL YEAR ENDED DECEMBER 31, 2018 TO JACQUES D’ARMAND DE CHÂTEAUVIEUX, CHAIRMAN OF THE BOARD OF DIRECTORS, GAËL BODÉNÈS, CHIEF EXECUTIVE OFFICER, AND ASTRID DE LANCRAU DE BRÉON, CHIEF FINANCIAL OFFICER
In application of Article L. 225-100 of the French Commercial
Code, we submit to your vote the fixed, variable and exceptional
components composing the total compensation and benefits of any
kind paid or granted in respect of the fiscal year ended December
31, 2018 to Jacques d’Armand de Châteauvieux, Chairman of the
Board of Directors, Gaël Bodénès, Chief Executive Offi cer, and Astrid
de Lancrau de Bréon, Chief Financial Officer until July 10, 2018.
For more information, please refer to the report on corporate
governance shown on pages 60 et seq. of the Company’s 2018
Registration Document.
8.7 SHARE BUYBACK PROGRAM – CANCELLATION OF TREASURY SHARES
The Meeting is asked:
3 to authorize, for a period of 18 months, a new treasury share
buyback program limited to 5% of the share capital. The
maximum purchase price would be €12 per share, thus giving a
maximum total budget of €46,463,304.
These purchases may be made with a view to:
3 stimulate the secondary market or maintain the liquidity of
BOURBON Corporation SA shares through an investment service
provider, operating within the scope of a liquidity contract in
accordance with regulatory practice;
3 hold shares to cover stock option plans and/or bonus share
allotment plans (or similar plans), for the benefit of employees and/
or representatives of the group , and to allow allotments of shares
within the scope of a company or group savings plan (or similar
plan) or as part of employee participation in the results of the
Company and/or any other form of share allotment to employees
and/or representatives of the group ;
3 the possible canceling of the shares thus acquired, subject to the
authorization to be granted by this Shareholders’ Meeting in its
fourteenth extraordinary resolution.
These share purchases may be transacted by any means, including
acquisition of blocks of shares, at such times as the Board may
choose.
The Company reserves the right to use options and derivatives within
the bounds of applicable regulations.
104 BOURBON 2018 REGISTRATION DOCUMENT
MANAGEMENT REPORT
3
Report explaining the Board of Directors’ resolutions proposed to the combined shareholders’ meeting of June 28, 2019
The Shareholders’ Meeting is further requested to authorize the
Board, in view of the reason for the cancellation, to cancel, as it sees
fit and on one or more occasions, subject to the limit of 10% of the
share capital in any given 24-month period, any or all of the shares
that the Company holds or may come to hold after the repurchases
made under its buyback program and to reduce the share capital
accordingly.
This cancellation authorization would be given for a period of 24
months from the date of the Shareholders’ Meeting.
8.8 DELEGATION OF FINANCIAL AUTHORITY
You are asked to vote on the renewal of the following delegations of
fi nancial authority and similar authorization:
Authorization for the Board of Directors to award existing and/or new bonus shares to salaried members of staff and/or certain corporate officers of the Company or of related companies.
We propose that you authorize the Board of Directors, for a period
of 38 months, to proceed, under Article L. 225- 197-1 of the French
Commercial Code, with the award of new bonus shares resulting
from a capital increase by incorporating reserves, premiums or
profi ts, or of existing shares.
The benefi ciaries of these awards could be:
3 salaried members of staff and/or corporate offi cers of the
Company or of related companies or groups (as defi ned by
Articles L. 225-197-1 and L. 225-197-2 of the French Commercial
Code) or certain categories thereof.
The total number of bonus shares awarded may not exceed 5% of
the share capital as of the date of the Board’s decision to award the
shares.
The total number of bonus shares that may be awarded to the
Company’s corporate offi cers may not exceed 1% of the share
capital within this overall limit. In addition, in the event of bonus
shares being awarded to corporate offi cers, the fi nal award of such
shares shall be subject to performance conditions.
The award of the shares to the benefi ciaries would become fi nal at
the end of a vesting period set by the Board of Directors, namely (i)
at the end of a one-year vesting period, the benefi ciaries then having
to retain said shares for a minimum period of one year from the fi nal
award of said shares, such period being decided by the Board, or (ii)
at the end of a vesting period of two or more years, the benefi ciaries
not then being subject to a lock-up period if the Board of Directors
should see fi t to waive this requirement.
However, the shares would become fully vested before the end
of the vesting period in the event of the benefi ciary’s invalidity,
corresponding to the classifi cation in the second or third categories
defi ned by Article L. 341-4 of the French Social Security Code.
The existing shares that may be awarded pursuant to this resolution
shall be acquired by the Company either in accordance with
Article L. 225-208 of the French Commercial Code or, where relevant,
as part of a share buyback program authorized pursuant to the
thirteenth ordinary resolution adopted by this Shareholders’ Meeting
under Article L. 225-209 of the French Commercial Code, or as part
of any share buyback program applicable prior or subsequent to the
adoption of this resolution.
This authorization would automatically entail the waiver of your
preferential subscription right for new shares issued by incorporating
reserves, premiums and profi ts.
Therefore, subject to the abovementioned limits, the Board of
Directors would be vested with all powers – which it may further
delegate – to establish the terms and conditions and, where
applicable, the criteria for the share award, identify the benefi ciaries
from among the persons meeting the abovementioned criteria and
decide on the number of shares to be awarded to each one, set
the vesting period and lock-up period, determine the impact on
the rights of the benefi ciaries of corporate actions or transactions
likely to affect the value of the shares to be awarded and executed
during the vesting and lock-up periods, if necessary formally
acknowledge the existence of suffi cient reserves and proceed
at each award with the transfer to a restricted reserve account of
the sums required for payment of the new shares to be awarded,
authorize the capital increase(s) by incorporating reserves, premiums
or profi ts, corresponding to the issuance of the new bonus shares
awarded, acquire the necessary shares under the share repurchase
program and allocate them to the share award plan, and in general
do whatever may be required under the applicable regulations to
implement this authorization.
Delegation of authority to the Board of Directors to increase the share capital by issuing ordinary shares and/or marketable securities convertible to equity, with cancellation of preferential subscription rights, for the benefit of members of a Company savings plan pursuant to Articles L. 3332-18 et seq. of the French Labor Code.
This resolution is put to a shareholder vote in accordance with
the provisions of Article L. 225-129-6 of the French Commercial
Code, according to which the Extraordinary Shareholders’ Meeting
is required to vote every three years on a resolution for a capital
increase under the conditions laid down in Articles L. 3332-18 et
seq. of the French Labor Code.
In connection with this delegation of authority, we propose that you
authorize the Board of Directors to increase the share capital on one
or more occasions by issuing ordinary shares or marketable securities
convertible to equity in the Company for the benefi t of members of
one or more company or group savings plans established by the
Company and/or its related French or foreign companies, pursuant
to the conditions set forth in Article L. 225-180 of the French
Commercial Code and Article L. 3344-1 of the French Labor Code.
105BOURBON 2018 REGISTRATION DOCUMENT
MANAGEMENT REPORT3 Report explaining the Board of Directors’ resolutions proposed to the combined shareholders’ meeting of June 28, 2019
Pursuant to Article L. 3332-21 of the French Labor Code, the Board
of Directors may award the benefi ciaries, for no consideration, new
or existing shares or other securities convertible to equity in the
Company, in connection with (i) the employer contribution that might
be paid pursuant to the rules of company or group savings plans,
and/or (ii) if applicable, the discount.
In accordance with the law, the Shareholders’ Meeting would waive
the preferential subscription rights of shareholders.
The maximum nominal amount of capital increases carried out on the
basis of this authorization would be €5,000,000. Said amount would
be separate from any other limit envisaged in connection with the
delegation of authority for capital increases. Added to this amount,
if necessary, would be the additional value of ordinary shares issued
to preserve (as required by law and any contractual provisions
stipulating other cases of adjustment) the rights of holders of
marketable securities convertible to the Company’s equity securities.
This authorization would be valid for 26 months.
It is stipulated that, in accordance with Article L. 3332- 19 of the
French Labor Code, the price of the shares to be issued may not
be more than 20% (or 30%, if the lock-up period provided for by the
plan pursuant to Articles L. 3332-25 and L. 3332-26 of the French
Labor Code is 10 years or more) lower than the average opening
price of the 20 trading sessions preceding the Board’s decision
to proceed with the capital increase and issue the corresponding
shares, nor higher than such average.
Subject to the abovementioned limits, the Board of Directors would
have the necessary powers – which it may further delegate – to set
the terms and conditions of the issue(s), formally record the resulting
capital increases, amend the bylaws accordingly, deduct (on its own
initiative) the costs of capital increases from the amount of related
premiums and withdraw, from this amount, the necessary funds to
bring the legal reserve up to one-tenth of the new capital following
each increase, and, more generally, do whatever is required in
such matters.
8.9 REALIGNMENT OF THE COMPANY’S BYLAWS
It is moved that the Shareholders’ Meeting:
3 delegate to the Board of Directors the ability to align the Company’s
bylaws with legislative and regulatory provisions, subject to
ratification of such modifications by the next Extraordinary
General Meeting;
3 to align Article 11 of the Company’s bylaws “Rights and obligations
attached to shares – Indivisibility” with Article 787 B of the French
General Tax Code (applicable in the case of gifts subject to
usufruct, provided that the usufructuary’s voting rights are limited
by the bylaws to decisions concerning the allocation of profi ts);
amending section VII of said article accordingly, the remainder of
the article being unchanged, and this in order to best meet the
requirements of the tax administration in the event of division of
share ownership and application of the provisions relating to the
partial exemption provided for in that article (Dutreil agreement).
Our recommendation is that you approve the resolutions proposed
to this meeting.
The Board of Directors.
106 BOURBON 2018 REGISTRATION DOCUMENT
MANAGEMENT REPORT
3
Financial results of the parent company over the last fi ve years
FINANCIAL RESULTS OF THE PARENT COMPANY OVER THE LAST FIVE YEARS
Description 2018 2017 2016 2015 2014
Capital stock at year-end
Capital (in € thousands) 49,228 49,228 48,493 45,485 47,361
Number of ordinary shares outstanding 77,499,214 77,499,214 76,342,603 71,606,331 74,559,688
Number of outstanding preferred dividend shares
(without voting rights) - - - - -
Maximum number of future shares to be issued
- by conversion of bonds - - - - -
- by exercise of subscription rights and award of
bonus shares 764,000 793,700 3,542,909 3,925,650 6,193,275
Operation and net income for the period (in €
thousands)
Revenues excluding taxes - - - - -
Income before tax, employee profit-sharing and
amortization, depreciation and provisions (7,856) 38,100 22,295 53,114 50,593
Income tax (8,780) (29,337) (10,909) (11,980) (17,984)
Employee profit-sharing for the fiscal year - - - -
Income after tax, employee profit-sharing
and amortization, depreciation and provisions (1,336) 71,925 28,371 63,627 71,726
Distributed net income -(1) -(2) 18,979(3) 71,207 71,580(5)
Earnings per share (in €)
Income after tax, employee profit-sharing
but before amortization, depreciation and provisions (0.02) 0.87 0.43 0.91 0.92
Income after tax, employee profit-sharing and
amortization, depreciation and provisions (0.02) 0.93 0.37 0.89 0.96
Dividend per share 0.00(1) 0.00(2) 0.25(3) 1.00(4) 1.00(5)
Personnel
Average number of employees during the fiscal year 3 2 1 - -
Amounts paid in respect of employment benefits for
the fiscal year (social security, social welfare, etc.) 397 170 19 - -
(1) No distribution of dividends as proposed by the Board of Directors on March 13, 2019.
(2) No distribution of dividends as proposed by the Board of Directors on March 14, 2018.
(3) i.e. €0.25 per share as recommended by the Board of Directors on March 13, 2017, after deducting dividends attached to treasury shares.
(4) i.e. €1 per share as recommended by the Board of Directors on March 7, 2016 after deducting dividends attached to treasury shares.
(5) i.e. €1 per share as recommended by the Board of Directors on February 23, 2015, after deducting dividends attached to treasury shares.
107BOURBON 2018 REGISTRATION DOCUMENT
MANAGEMENT REPORT3 Report of one of the Statutory Auditors, appointed as independent third party,
on the consolidated non-fi nancial statement published in the group management report
REPORT OF ONE OF THE STATUTORY AUDITORS, APPOINTED AS INDEPENDENT THIRD PARTY, ON THE CONSOLIDATED NON-FINANCIAL STATEMENT PUBLISHED IN THE GROUP MANAGEMENT REPORT
This is a free English translation of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English-
speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional standards
applicable in France.
For the year ended December 31, 2018
To the Shareholders,
In our capacity as Statutory Auditor of BOURBON Corporation, appointed as independent third party and accredited by COFRAC under
number 3-1048 (scope of accreditation available at www.cofrac.fr), we hereby report to you on the consolidated non fi nancial statement for the
year ended December 31, 2018 (hereinafter the “Statement”), presented in the group management report pursuant to the legal and regulatory
provisions of Articles L. 225 102-1, R. 225-105 and R. 225-105-1 of the French Commercial Code (Code de commerce).
COMPANY’S RESPONSIBILITY
The Board of Directors is responsible for preparing a Statement pursuant to legal and regulatory provisions, including a presentation of the
business model, a description of the main extra-fi nancial risks, a presentation of the policies implemented with respect to these risks as well
as the results of these policies, including key performance indicators. The Statement was prepared by applying the company’s procedures
(hereinafter the “Guidelines”), summarized in the Statement and available on the company’s website or on request from its headquarters.
INDEPENDENCE AND QUALITY CONTROL
Our independence is defi ned by Article L. 822-11-3 of the French Commercial Code and the French Code of Ethics for Statutory Auditors
(Code de déontologie). In addition, we have implemented a system of quality control including documented policies and procedures regarding
compliance with the ethical requirements, French professional standards and applicable legal and regulatory requirements.
RESPONSIBILITY OF THE STATUTORY AUDITOR APPOINTED AS INDEPENDENT THIRD PARTY
Based on our work, our responsibility is to express a limited assurance conclusion on:
3 the compliance of the Statement with Article R. 225-105 of the French Commercial Code;
3 the fairness of the information provided pursuant to part 3 of sections I and II of Article R. 225 105 of the French Commercial Code, i.e. the
outcomes of policies, including key performance indicators, and measures relating to the main risks, hereinafter the “Information.”
However, it is not our responsibility to provide any conclusion on:
3 the company’s compliance with other applicable legal and regulatory provisions, particularly with regard to the duty of vigilance, anti-
corruption and taxation;
3 the compliance of products and services with the applicable regulations.
NATURE AND SCOPE OF PROCEDURES
We performed our work in accordance with Articles A. 225 1 et seq. of the French Commercial Code defi ning the conditions under which
the independent third party performs its engagement and the professional guidance issued by the French Institute of Statutory Auditors
(Compagnie nationale des commissaires aux comptes) relating to this engagement and with ISAE 3000 (Assurance engagements other than
audits or reviews of historical fi nancial information).
We conducted procedures in order to assess the Statement’s compliance with regulatory provisions, and the fairness of the Information:
3 We familiarized ourselves with the Group’s business activity, the report on the main social and environmental risks relating to this activity
and the impacts thereof with regard to the respect for human rights and the fi ght against corruption and tax evasion, together with the
subsequent policies and their results.
108 BOURBON 2018 REGISTRATION DOCUMENT
MANAGEMENT REPORT
3
Report of one of the Statutory Auditors, appointed as independent third party,
on the consolidated non-fi nancial statement published in the group management report
3 We assessed the suitability of the Guidelines in terms of their relevance, completeness, reliability, neutrality and clarity, taking into account,
where appropriate, best practices within the sector;
3 We verifi ed that the Statement covers each category of information stipulated in section III of Article L. 225 102 1 governing social and
environmental affairs, the respect for human rights and the fi ght against corruption and tax evasion.
3 We verifi ed that the Statement includes an explanation justifying the absence of information required by paragraph 2 of section III of Article
L. 225-102-1.
3 We verifi ed that the Statement presents the business model and the main risks relating to the Group’s business activity, including, where
relevant and proportionate, the risks generated by its business relations, products or services as well as policies, measures and outcomes,
including key performance indicators.
3 We verifi ed that, when relevant to the main risks or policies presented, the Statement presents the information stipulated in section II of
Article R. 225-105.
3 We assessed the process of selecting and validating the main risks.
3 We inquired as to the existence of internal control and risk management procedures set up by the company.
3 We assessed the consistency of the results and key performance indicators used with regard to the main risks and policies presented.
3 We verifi ed that the Statement includes a clear and reasoned explanation justifying the absence of policy regarding one or more of these
risks.
3 We verifi ed that the Statement covers the consolidated scope, i.e. all companies within the consolidation scope in accordance with
Article L. 233-16, with the limits specifi ed in the Statement.
3 We assessed the collection process set up by the entity to ensure the completeness and fairness of the Information.
3 For the key performance indicators and other quantitative outcomes(1) that in our judgment were of most signifi cance, we carried out:
3 analytical procedures that consisted in verifying the correct consolidation of collected data as well as the consistency of changes thereto;
3 substantive tests, on a sampling basis, that consisted in verifying the proper application of defi nitions and procedures and reconciling
data with supporting documents. These procedures were conducted for a selection of contributing entities(2) represents 27% of the
headcount under contract.
3 We consulted documentary sources and conducted interviews to corroborate the qualitative information (measures and outcomes) that in
our judgment were of most signifi cance(3);
3 We assessed the overall consistency of the Statement in relation to our knowledge of the company.
We believe that the procedures we have performed, based on our professional judgment, are suffi cient to provide a basis for a limited
assurance conclusion; a higher level of assurance would have required us to carry out more extensive procedures.
MEANS AND RESOURCES
Our work engaged the skills of six people between December 2018 and April 2019.
To assist us in conducting our work, we referred to our corporate social responsibility and sustainable development experts. We conducted
around twenty interviews with people responsible for preparing the Statement.
(1) Social: Total Group workforce as at December 31, 2018 (staff under contract as well as seagoing personnel hired on a non-contractual basis working
rotating shifts and due back on board); Distribution of the workforce between internal agencies and external agencies; Number of hiring and departures by
category (onshore personnel / seagoing personnel); Number of training hours by category (onshore personnel / seagoing personnel); Absenteeism rate by
category (onshore personnel / offshore personnel); Percentage of subsidiaries with their own salary scales in place; Percentage of subsidiaries which have
their onshore and/or seagoing personnel covered by private medical insurance; Percentage of subsidiaries declaring as referring to collective agreements
for managing the working time; Percentage of subsidiaries who use part-time working; Percentage of subsidiaries proposing the use of teleworking;
Percentage of the subsidiaries declared that they had adapted the hours of their onshore personnel, notably with the use of teleworking and part-time ;
Number of agreements or amendments to existing agreements signed in 2018. Total Recordable Incidents Rate (TRIR); Lost Time Injury Rate (LTIR); Number
of occupational illnesses reported to the Group in 2018.
Societal: Percentage of local workforce for each operating zone; Percentage of local procurement in purchases of parts and supplies; Percentage of external
manning and ship repair yards in the whole group purchases.
(2) Bourbon Interoil Nigeria Limited (BINL) and Bourbon Offshore Surf (BOS)
(3) Focus on security
109BOURBON 2018 REGISTRATION DOCUMENT
MANAGEMENT REPORT3 Report of one of the Statutory Auditors, appointed as independent third party,
on the consolidated non-fi nancial statement published in the group management report
CONCLUSION
The procedures for collecting and consolidating environmental data (in particular energy, air emissions and waste) are not suffi ciently
documented to ensure the completeness and reliability of the results and key performance indicators in this fi eld. We have not been able to
carry out suffi cient work on this information.
Based on our work, nothing has come to our attention that cause us to believe that the non-fi nancial statement does not comply with the
applicable regulatory provisions and that the Information, taken as a whole, is not fairly presented in accordance with the Guidelines.
Paris-La Défense, April 26th, 2019
One of the statutory auditors,
Deloitte & Associés
Christophe Perrau Julien Rivals
Partner Partner, Sustainability Services
110 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4
STATEMENT OF FINANCIAL POSITION 112
STATEMENT OF COMPREHENSIVE INCOME 113
STATEMENT OF CONSOLIDATED CASH FLOWS 115
STATEMENT OF CHANGES IN EQUITY 116
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 120
STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS (YEAR ENDED DECEMBER 31, 2018) 189
111BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Statement of fi nancial position
STATEMENT OF FINANCIAL POSITION
(in € millions) NOTES 12.31.18 12.31.17
Goodwill 3.1 19.2 25.2
Intangible assets 3.2 11.8 13.2
Property, plant and equipment 3.3 1,638.2 1,923.2
Investments in affiliates under the equity method 3.4 23.7 19.9
Non-current financial assets 3.5 17.3 20.6
Deferred taxes 3.15 11.5 11.5
Total non-current assets 1,721.7 2,013.5
Inventories and work in progress 3.6 51.4 65.2
Trade and other receivables 3.7 335.9 347.6
Current financial assets 3.7 3.7 45.0
Other current assets 3.7 17.4 27.5
Cash and cash equivalents 3.8 217.1 243.6
Total current assets 625.5 728.9
Non-current assets held for sale 12.0 -
TOTAL ASSETS 2,359.2 2,742.4
Capital 3.9 49.2 49.2
Share premiums 100.8 100.8
Consolidated reserves, group share (including profi t for the year) (24.5) 421.3
Total shareholders’ equity, group share 125.5 571.3
Non-controlling interests 75.5 72.3
Total shareholders’ equity 201.0 643.6
Borrowings and financial liabilities 3.13 44.8 183.8
Employee benefi t obligations 3.12 15.2 15.0
Other provisions 3.12 62.3 69.4
Deferred taxes 3.15 22.8 22.8
Other non-current liabilities 8.7 15.7
Total non-current liabilities 153.7 306.8
Borrowings and financial liabilities (< one year) 3.13 1,406.0 1,348.5
Bank overdrafts and short-term lines 3.13 43.9 76.4
Provisions (< one year) 3.12 69.7 25.8
Trade and other payables 478.7 334.7
Tax liabilities 2.4 3.8
Other current liabilities 3.7 2.8
Total current liabilities 2,004.5 1,792.0
Liabilities directly associated with non-current assets classified as held for sale - -
Total liabilities 2,158.2 2,098.8
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 2,359.2 2,742.4
112 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Statement of comprehensive income
STATEMENT OF COMPREHENSIVE INCOME
(in € millions) NOTES 2018 2017
Revenues 4 633.9 793.6
Direct costs excluding bareboat leases 4 (395.9) (456.4)
General and administrative costs 4 (107.5) (97.2)
Bareboat leases 4 (148.3) (164.4)
Capital gains 4 1.3 (0.2)
EBITDA (16.5) 75.4
Increases and reversals of amortization, depreciation and provisions (228.6) (288.9)
Impairment (75.7) (196.8)
Capital gains on equity interests sold 0.1 -
Operating income (EBIT) (320.7) (410.3)
Share of results from affiliates under the equity method 3.4 0.5 3.7
Operating income (EBIT) after share of results from companies under equity method (320.2) (406.6)
Cost of net debt 3.14 (60.1) (54.6)
Other financial expenses and income 3.14 (56.5) (134.9)
Income from current operations before income tax (436.8) (596.1)
Income tax 3.16 (14.5) (12.8)
Net income before discontinued operations’ net income (451.3) (608.9)
Net income from discontinued operations/operations held for sale - -
NET INCOME (451.3) (608.9)
Group share (457.8) (576.3)
Non-controlling interests 6.5 (32.6)
Basic net earnings per share 5.2.1 (5.92) (7.47)
Diluted net earnings per share 5.2.2 (5.92) (7.45)
Net earnings per share – excluding income from discontinued operations/
operations held for sale 5.2.1 (5.92) (7.47)
Net diluted earnings per share – excluding income from discontinued
operations/operations held for sale 5.2.2 (5.92) (7.45)
Net dividend allocated to each share adjusted -(1) -
(1) Further to the proposal made by the Board of Directors’ Meeting of March 13, 2019.
113BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Statement of comprehensive income
(in € millions) NOTES 2018 2017
Net income for the period (451.3) (608.9)
Other comprehensive income 9.5 (16.2)
Of which share of other comprehensive income from affiliates under
the equity method 0.2 (1.6)
Other components of comprehensive income that can be reclassified in theincome statement in subsequent periods
Change in the fixed assets revaluation reserve - -
Tax eff ect - -
Profits and losses from the currency translation of the financial statements
of foreign subsidiaries 9.2 (31.0)
Profits and losses from the revaluation of available-for-sale financial assets - -
Tax eff ect - -
Eff ective portion of gains and losses on cash flow hedge instruments 3.18.2 0.2 18.3
Tax eff ect - (3.7)
Other components of comprehensive income that cannot be reclassified in the income statement in subsequent periods
Actuarial diff erences 3.12 0.1 0.2
Tax eff ect - -
TOTAL COMPREHENSIVE INCOME (441.8) (625.1)
Of which group share (450.5) (588.6)
Of which portion made up of non-controlling interests 8.7 (36.5)
114 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Statement of consolidated cash fl ows
STATEMENT OF CONSOLIDATED CASH FLOWS
(in € millions) NOTES 2018 2017
Consolidated net income (451.3) (608.9)
Share of results from affiliates under the equity method 3.4 (0.5) (3.7)
Tax (expense)/income 3.16 14.5 12.8
Net amortization, depreciation and provisions 284.8 490.3
Gains and losses from changes in fair value 55.8 39.3
Calculated income and expenses related to stock-options and similar
benefits 3.10 - 1.3
Gains and losses on disposals (1.6) 0.3
Income tax paid (8.2) (13.0)
Dividends received from affiliates under the equity method 3.4 0.2 1.5
Restatement of non-cash rental expense 148.3 92.5
Other 1.5 27.4
Cash flows 43.5 39.7
Eff ect of changes in working capital 32.4 56.5
Dividends received (0.1) (0.1)
Cost of net debt 3.14 60.1 54.6
Cash flows from operating activities (A) 135.8 150.7
Acquisition of consolidated companies, net of cash acquired (0.1) -
Sale of consolidated companies, including cash transferred - -
Eff ect of other changes in the consolidation scope (0.2) -
Payments for property, plant and equipment and intangible assets 3.2 -3.3 (47.1) (47.1)
Proceeds from disposals of property, plant and equipment and intangible
assets 3.2 -3.3 13.5 24.2
Payments for acquisitions of long-term financial assets (0.1) (0.0)
Proceeds from disposal of long-term financial assets 0.3 0.1
Dividends received 0.1 0.1
Change in loans and advances granted 2.0 20.5
Cash flows from investing activities (B) (31.7) (2.3)
Capital increase 1.0 -
Capital repayment - -
Net sales (acquisition) of treasury shares (0.0) (0.2)
Proceeds from borrowings 3.13 52.0 269.2
Repayments of borrowings 3.13 (127.3) (175.1)
Issue of Perpetual Deeply Subordinated Notes 3.9 - -
Dividends paid to parent company shareholders - (8.5)
Dividends paid to non-controlling interests (3.5) (7.6)
Net financial interest paid (17.8) (56.2)
Cash flows from financing activities (C) (95.5) 21.6
Impact from the change in exchange rates (D) 2.4 (11.0)
Eff ect of changes in accounting principles and other reclassifications (D) (5.0) 20.0
Change in net cash (A) + (B) + (C) + (D) 6.0 179.0
Cash at beginning of period 167.2 (11.8)
Cash at end of period* 173.2 167.2
CHANGE IN CASH 6.0 179.0* of which:
- marketable and other securities 3.8 - -
- cash and cash equivalents 3.8 217.1 243.6
- bank overdrafts 3.13 (43.9) (76.4)
115BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Statement of changes in equity
STATEMENT OF CHANGES IN EQUITY
(in € millions) NOTES
CAPITAL AND RELATED RESERVES
CAPITAL
SHARE PREMIUM AND RESERVES
RELATED TO SHARE CAPITAL
RECLASSIFICATION OF TREASURY
SHARES
PERPETUAL DEEPLY
SUBORDINATED NOTES
Shareholders’ equity as of January 1, 2018 49.2 100.8 (1.2) 118.5
IFRS 9 Impact - - - -
Shareholders’ equity as of January 1, 2018 (restated) 49.2 100.8 (1.2) 118.5
Net income for the period - - - -
Other components of comprehensive income (net of tax): - - - -
Cash flow hedge 3.18.2 - - - -
Employee benefi t obligations 3.12 - - - -
Profits and losses from the currency
translation of the financial statements of
foreign subsidiaries - - - -
Comprehensive income for the period - - - -
Capital increase 3.9 - - - -
Dividends paid in cash - - - -
Dividends paid in shares - - - -
Capital repayment - - - -
Issue of Perpetual Deeply Subordinated Notes - - - -
Recognition of share-based payments 3.10 - - - -
Reclassification of treasury shares 3.11 - - 0.2 -
Other changes - - - 3.9
Total transactions with shareholders - - 0.2 3.9
SHAREHOLDERS’ EQUITY AS OF DECEMBER 31, 2018 49.2 100.8 (1.0) 122.4
The “Other changes” line includes the impact of transactions with certain non-controlling interests (see note 2.2.3).
116 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Statement of changes in equity
UNREALIZED OR DEFERRED PROFIT/LOSS
OTHER RESERVES
AND INCOME
TOTAL SHAREHOLDERS’
EQUITY, GROUP SHARE
SHAREHOLDERS ‘EQUITY MADE
UP OF NON-CONTROLLING
INTERESTS
TOTAL CONSOLIDATED
SHAREHOLDERS’ EQUITY
RELATED TO CURRENCY
TRANSLATION DIFFERENCES
RELATED TO NET
INVESTMENT IN FOREIGN
OPERATIONS
RELATED TO ACTUARIAL
DIFFERENCES
CHANGE IN THE FAIR
VALUE OF AVAILABLE-
FOR-SALE ASSETS
CHANGE IN FAIR VALUE
OF HEDGE DERIVATIVES
(58.3) (4.8) (3.5) - 2.2 368.4 571.3 72.3 643.6
- - - - - (2.9) (2.9) - (2.9)
(58.3) (4.8) (3.5) - 2.2 365.4 568.4 72.3 640.7
- - - - - (457.8) (457.8) 6.5 (451.3)
7.0 - 0.1 - 0.2 - 7.3 2.2 9.5
- - - - 0.2 - 0.2 - 0.2
- - 0.1 - - - 0.1 - 0.1
7.0 - - - - - 7.0 2.2 9.2
7.0 - 0.1 - 0.2 (457.8) (450.5) 8.7 (441.8)
- - - - - - - - -
- - - - - - - (3.8) (3.8)
- - - - - - - - -
- - - - - - - - -
- - - - - - - - -
- - - - - - - - -
- - - - - (0.2) (0.0) - (0.0)
- - - - (2.4) 6.2 7.7 (1.8) 5.9
- - - - - 6.0 7.7 (5.6) 2.1
(51.3) (4.8) (3.4) - - (86.4) 125.5 75.5 201.0
117BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Statement of changes in equity
(in € millions) NOTES
CAPITAL AND RELATED RESERVES
CAPITAL
SHARE PREMIUM AND RESERVES
RELATED TO SHARE CAPITAL
RECLASSIFICATION OF TREASURY
SHARES
PERPETUAL DEEPLY
SUBORDINATED NOTES
Shareholders’ equity as of January 1, 2017 48.5 88.7 (5.7) 118.5
Net income for the period - - - -
Other components of comprehensive income (net of tax): - - - -
Cash flow hedge (IAS 39) 3.18.2 - - - -
Employee benefi t obligations 3.12 - - - -
Profits and losses from the currency translation
of the financial statements of foreign
subsidiaries - - - -
Comprehensive income for the period - - - -
Capital increase 3.9 - - - -
Dividends paid in cash - - - -
Dividends paid in shares 0.7 9.8 - -
Capital repayment - - - -
Issue of Perpetual Deeply Subordinated Notes - - - -
Recognition of share-based payments 3.10 - - - -
Reclassification of treasury shares 3.11 - - 4.5 -
Other changes - 2.3 - -
Total transactions with shareholders 0.7 12.1 4.5 -
SHAREHOLDERS’ EQUITY AS OF DECEMBER 31, 2017 49.2 100.8 (1.2) 118.5
As decided by BOURBON’s Combined Shareholders’ Meeting on
May 23, 2017, the payment of the dividend to be paid for 2016,
set at €0.25 per share, could be received in cash or in new shares.
Shareholders could make their choice between June 8 and June 30,
2017, inclusive.
At the closure of the option period, the shareholders who have
elected to receive the payment of the dividend in shares represented
55.28% of BOURBON shares. 1,156,611 new shares were thus
issued, representing approximately 1.52% of the share capital and
0.91% of the Company’s voting rights on the basis of the share capital
and voting rights as of May 31, 2017. The settlement and delivery of
shares and their admission to trading on Euronext Paris occurred on
July 17, 2017, with immediate dividend rights. They held the same
rights and are subject to the same obligations as the already issued
ordinary shares and are entirely assimilated with the already issued
shares.
The final impact (after taking into account the treasury shares) on
BOURBON’s consolidated financial statements for the second half
of 2017 was as follows:
3 increase in capital stock by €0.7 million and share premiums by
€9.7 million;
3 payment in cash in the amount of €8.5 million.
The “Other changes” line includes the impact of transactions with
certain non-controlling interests (see note 2.2.3).
118 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Statement of changes in equity
UNREALIZED OR DEFERRED PROFIT/LOSS
OTHER RESERVES
AND INCOME
TOTAL SHAREHOLDERS’
EQUITY, GROUP SHARE
SHAREHOLDERS ‘EQUITY MADE
UP OF NON-CONTROLLING
INTERESTS
TOTAL CONSOLIDATED
SHAREHOLDERS’ EQUITY
RELATED TO CURRENCY
TRANSLATION DIFFERENCES
RELATED TO NET
INVESTMENT IN FOREIGN
OPERATIONS
RELATED TO ACTUARIAL
DIFFERENCES
CHANGE IN THE FAIR
VALUE OF AVAILABLE-
FOR-SALE ASSETS
CHANGE IN FAIR VALUE
OF HEDGE DERIVATIVES
(31.3) (4.8) (3.7) - (10.7) 944.3 1,143.7 111.8 1,255.5
- - - - - (576.3) (576.3) (32.6) (608.9)
(27.0) - 0.2 - 14.5 - (12.3) (3.8) (16.2)
- - - - 14.5 - 14.5 0.1 14.6
- - 0.2 - - - 0.2 - 0.2
(27.0) - - - - - (27.0) (4.0) (31.0)
(27.0) - 0.2 - 14.5 (576.3) (588.6) (36.5) (625.1)
- - - - - - - - -
- - - - - (8.5) (8.5) (9.8) (18.3)
- - - - - (10.5) - - -
- - - - - - - - -
- - - - - - - - -
- - - - - 1.3 1.3 - 1.3
- - - - - (4.8) (0.2) - (0.2)
- - - - (1.5) 22.7 23.5 6.9 30.4
- - - - (1.5) 0.3 16.1 (3.0) 13.1
(58.3) (4.8) (3.5) - 2.2 368.4 571.3 72.3 643.6
119BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Notes to the consolidated fi nancial statements
1/ Accounting policies and methods 1211.1 General information 121
1.2 Basis of preparation of the consolidated
financial statements 121
1.3 Adoption of the new IFRS standards 122
1.4 Use of estimates and assumptions 126
1.5 Summary of accounting policies and methods 127
1.5.1 Foreign currency translation 127
1.5.2 Business combinations and goodwill 128
1.5.3 Negative goodwill 128
1.5.4 Intangible assets 128
1.5.5 Property, plant and equipment 128
1.5.6 Equity interests in associates and joint ventures 129
1.5.7 Non-derivative financial assets 129
1.5.8 Inventories and work in progress 130
1.5.9 Cash and cash equivalents 130
1.5.10 Non-current assets held for sale
and discontinued operations 130
1.5.11 Treasury shares 131
1.5.12 Provisions and contingent liabilities 131
1.5.13 Employee benefits 131
1.5.14 Financial liabilities 132
1.5.15 Finance leases 132
1.5.16 Revenue 132
1.5.17 Current income tax and deferred tax 133
1.5.18 Derivative instruments and hedge accounting 133
1.6 Translation of the financial statements
of foreign subsidiaries 134
2/ Significant information for the year ended December 31, 2018 134
2.1 Significant events over the period 134
2.2 Changes in the scope of consolidation 136
2.2.1 Newly consolidated companies 136
2.2.2 Deconsolidated companies 136
2.2.3 Transactions in non-controlling interests 136
3/ Notes to the consolidated financial statements 137
3.1 Goodwill 137
3.2 Intangible assets 141
3.3 Property, plant and equipment 142
3.4 Investments in affiliates under the equity method 146
3.4.1 Aggregate financial information 147
3.4.2 Commitments given or received for associated
or joint venture companies 147
3.4.3 Transactions with associates and joint ventures 147
3.5 Non-current FInancial assets 147
3.6 Inventories and work in progress 149
3.7 Trade and other receivables, current financial
assets and other current assets 149
3.8 Cash and cash equivalents 150
3.9 Shareholders’ equity 150
3.10 Stock subscription or purchase option plans 151
3.11 Treasury shares 152
3.12 Employee benefit obligations and other provisions 152
3.13 Gross financial liabilities 154
3.14 Financial Results 156
3.15 Deferred taxes 157
3.16 Income tax 157
3.17 Financial risk management objectives and policy 158
3.17.1 Credit/counterparty risk 158
3.17.2 Liquidity risks 158
3.17.3 Market risks 161
3.18 Financial instruments 165
3.18.1 Financial assets 165
3.18.2 Derivative financial instruments 168
3.18.3 Financial liabilities 169
3.18.4 Fair value of financial assets and liabilities 169
3.18.5 Management of the risks related to financial instruments 170
3.19 Contingent liabilities 170
4/ Operating segments 171
5/ Other information 1735.1 Contractual obligations and other off-balance
sheet commitments 173
5.1.1 Off-balance sheet commitments related to the g roup
scope of consolidation 173
5.1.2 Off-balance sheet commitments related to financing 173
5.1.3 Off-balance sheet commitments related to the g roup’s
operating activities 173
5.2 Net earnings per share 175
5.2.1 Basic net earnings per share 175
5.2.2 Diluted net earnings per share 175
5.3 Workforce and payroll 176
5.4 Significant events after the end of the reporting period 176
5.5 Related-party transactions 176
5.6 Executive compensation 177
5.6.1 Compensation paid to the Chairman and Chief
Executive Officer and the Executive Vice Presidents 177
5.6.2 Commitments of any kind made by the Company to
its Executive Directors 180
5.6.3 Stock options exercised during the year by each
Executive Director 180
5.7 Statutory Auditors’ fees 181
5.8 Scope of consolidation 182
5.8.1 List of BOURBON Corporation SA’s fully consolidated
companies 182
5.8.2 List of companies consolidated by BOURBON
Corporation SA using the equity method 187
6/ Financial Glossary 188
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
120 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Accounting policies and methods
1/ Accounting policies and methods
1.1 GENERAL INFORMATION
The consolidated financial statements were approved by BOURBON
Corporation SA’s Board of Directors on March 13, 2019 and again
on April 25, 2019, to take into account events after the reporting
date. BOURBON Corporation SA is an incorporated company
registered in France, whose shares are listed for trading on Eurolist
Compartment B of Euronext Paris.
1.2 BASIS OF PREPARATION OF THE CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements include the financial
statements of BOURBON Corporation SA, its subsidiaries and
companies controlled by the g roup as of December 31 of each
year. The financial statements of the subsidiaries and companies
controlled by the g roup are prepared over the same reference period
as those of the parent company, on the basis of homogeneous
accounting policies.
Going concern
In accordance with IAS 1.25, when preparing financial statements,
management must assess the entity’s capacity to continue as a going
concern. When management is aware, in making its assessment,
of material uncertainties related to events or conditions that may
cast significant doubt upon the entity’s ability to continue as a going
concern, the entity shall disclose those uncertainties. In assessing
whether the going concern assumption is appropriate, management
takes into account all available information about the future, which is
at least, but is not limited to, 12 months from the end of the reporting
period. The degree of consideration depends on the facts in each
case.
BOURBON provides support services to the oil industry. In response
to the signifi cant decrease in the barrel price since the end of 2014
(Brent fell from US$99 in 2014 to less than US$40 at the end of 2015
and hit a low at US$27 in the fi rst quarter of 2016), oil companies
dramatically cut their exploration and production expenses (-25% on
a global scale in 2015 and -24% in 2016 - source: IFP Énergies
nouvelles). This cyclical downturn in the market thereby affected the
companies that provide services to oil companies. In the face of this
economic slowdown in oil activity and the very sharp price decreases
imposed by its customers, BOURBON was able to remain resilient
thanks to its targeted positioning and strong operational measures
(in particular, its cost control policy).
To manage this cyclical low point, the g roup had accordingly
conducted discussions in late 2016 with its fi nancial partners in order
to restructure its fi nancing for the coming years.
The agreements entered into in 2017 with the g roup’s principal
fi nancial partners, described in detail in the notes to the 2016 and
2017 fi nancial statements, thus restructured the repayments of its
club deal loans, bilateral loans, finance leases, and short-term loans,
while also providing for a progressive increase in the loan margins
over the extended payment schedule, as well as the granting of
additional sureties. In consideration of the restructuring, the g roup
had agreed to a number of restrictions, in particular regarding its
indebtedness, cash flow, asset disposals, investments and the
dividend policy.
However, the expected recovery in the third quarter of 2017
did not occur, thus making obsolete the g roup’s forecasts on
which these agreements had been based, and the unfavorable
market environment weighed heavily on the g roup’s revenue and,
consequently, on its net income. The cash flows generated by
operations remain positive, although their circulation was not fully
unrestricted due to the g roup’s legal structure and limitations relating
to some of its geographic locations (see note 3.18). However, they
are insufficient to service its debt. Furthermore, and for the same
reasons, at December 31, 2017 the g roup was not able to comply
with various covenants defined in its credit documentation.
In this context, the g roup initiated new discussions with its lenders,
both in France and abroad, in order to balance the servicing of its
debts with the expected yet gradual recovery in the market and the
corresponding upturn in the g roup’s performance. The g roup has
asked its lenders to formally suspend, the exercise of their rights
under the credit agreements, in particular their repayment.
As announced on July 10, 2018 a general waiver was fi nalized
with lessors and debt holders representing the majority of its debt,
thus allowing the g roup to withhold the payments of its loans and
the servicing of its debt. Aimed at protecting the g roup, this waiver
allows it to stay focused on its operational priorities and on the
implementation of its #BOURBONINMOTION strategic plan.
On November 2, 2018, in the absence of confi rmation of the renewal
of the general waiver, the g roup announced that the president of
the Marseille Commercial Court granted the opening of conciliation
procedures for 22 subsidiaries of BOURBON Corporation SA.
These procedures were opened to allow the g roup to actively
pursue, in an amicable framework, its search for all solutions for its
development as well as its discussions with its main debt holders
and lessors.
On January 3, 2019, BOURBON announced that it had renewed
the general waiver with its lessors and debt holders representing
the majority of the g roup’s debt, thus allowing it to suspend the
payments of its loans and debt.
In accordance with IFRS standards, the g roup nevertheless had to
reflect, at closing, the payability of its debt by reclassifying it as a
current liability (see note 3.13).
BOURBON also confi rmed that the discussions with its main fi nancial
partners and the active search for new fi nancing are ongoing, in order
to balance the servicing of its debt with its performance.
In this context, several offers under conditions notably due diligences
have been received by the group proposing in particular new fi nancing
and a debt reduction including for some of them, conversion of part
of this debt into equity.
121BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Accounting policies and methods
At this stage, the terms and conditions of these offers, including
their fi nancial parameters, are being evaluated by the g roup and its
advisors. On March 13, 2019, the Board of Directors carried out a
preliminary review of these propositions. BOURBON specifi es that no
decision or commitment has been made and that no exclusivity has
been granted to any of the fi nancial partners it is in discussion with.
The company remains confi dent in its ability to fi nd such a solution
and will notify the market in due time according to regulation.
This situation raises a material uncertainty concerning the going
concern . The g roup has, however, prepared its consolidated fi nancial
statements at December 31, 2018 maintaining the going concern
assumption given:
3 the confi dence it has in the outcome of the discussions with its
lessors and debt holders, and the assumption that they will renew
the waivers during the negotiation period;
3 the active search for new fi nancial partners, which has resulted in
the receipt of several proposals subject to conditions;
3 the cash fl ow generated by the activity allowing the g roup to meet
its current operating needs over the next 12 months.
If these actions do not lead to concrete solutions, the Company/
Group might be unable to settle its debts and to realize its assets in
the normal course of its activities.
Statement of compliance
BOURBON Corporation SA’s consolidated financial statements
for the year ended December 31, 2018 have been prepared in
accordance with International Financial Reporting Standards (IFRS),
as adopted by the European Union.
The IFRS standard includes the IFRS, the International Accounting
Standards (IAS) and the interpretations of the International Financial
Reporting Interpretations Committee (IFRIC) and the Standing
Interpretations Committee (SIC).
The standards and interpretations used to prepare the consolidated
financial statements for the year ending December 31, 2018 are
those published in the Official Journal of the European Union, the
application of which was mandatory as of December 31, 2018.
Pursuant to Article 28 of European Regulation No. 809/2004 of April
29, 2004, the following information is included by reference:
3 the consolidated financial statements for the year ended
December 31, 2017 and the Statutory Auditors’ report on those
statements, provided in the Registration Document filed on April
25, 2018, with the Autorité des marchés financiers (on pages 105
to 183 and 184);
3 the consolidated financial statements for the year ended
December 31, 2016 and the Statutory Auditors’ report on those
statements, provided in the Registration Document filed on April
25, 2017, with the Autorité des marchés financiers (on pages 91
to 163 and 164).
Consolidated financial statements – Basis of preparation
The g roup’s consolidated financial statements have been prepared on
the historical cost basis, with the exception of derivative instruments
and available-for-sale financial assets, which are measured at fair
value. The consolidated financial statements are presented in millions
of euros.
The subsidiaries are consolidated from the effective date of
acquisition, which is the date on which the g roup obtains control,
until the date on which this control ceases to be exercised.
Non-controlling interests represent the share of profit or loss and net
assets which are not held by the g roup. They are presented in the
income statement and in shareholders’ equity on the consolidated
balance sheet separately from the g roup’s share of income/loss and
shareholders’ equity.
All intercompany balances and transactions as well as the income,
expenses and gains or losses included in the book value of assets
which come from internal transactions, are fully eliminated.
Pursuant to IAS 1, assets are presented as current assets on the
consolidated balance sheet when they meet one of the following
criteria:
3 the expected liquidation date is less than 12 months, or less than
the g roup’s normal business cycle;
3 they are essentially held for trading.
All other assets are classified as non-current assets.
Liabilities are presented as current liabilities on the consolidated
balance sheet when they meet one of the following criteria:
3 the expected settlement date is less than 12 months, or less than
the g roup’s normal business cycle;
3 they are essentially held for trading;
3 the g roup does not have an unconditional right to defer payment
for a period of at least 12 months after closing.
All other liabilities are classified as non-current liabilities.
1.3 ADOPTION OF THE NEW IFRS STANDARDS
The accounting policies applied as of December 31, 2018 are
identical to those of the previous fi scal year.
The application of standards and interpretations that have become
mandatory since January 1, 2017 has not had a significant impact
on the g roup’s financial statements.
In connection with the application of the rules on alternative
performance indicators (ESMA Guideline – AMF Position
No. 2015- 12), the g roup has included a financial glossary in its
disclosure since June 30, 2016. In this Registration Document, the
Financial Glossary is included in note 6 hereto.
The new IFRS standards, interpretations and amendments, as
adopted by the European Union for the fi scal years opened from
January 1, 2018 were applied, and included:
3 IFRS 15 “Revenue from contracts with customers”
This new mandatory standard effective as from January 1, 2018
has replaced the previous revenue related standards. It sets a
reference framework to determine whether income should be
recognized, when and in which amount. It replaces standards
IAS 18 “Revenue” and IAS 11 “Construction Contracts” and their
interpretations.
IFRS 15 defines revenue recognition according to a five-step
process:
i) identify the contract,
ii) identify the performance obligations,
iii) determine the transaction price,
iv) allocate the transaction price,
v) recognize revenue.
122 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Accounting policies and methods
According to this model, revenue is recognized when a company
transfers control of goods or services to a client, in the amount
it expects to receive. Depending on the criteria, the revenue will
be recognized either over time, or at a given date, according to
the manner in which the control of the goods and services is
transferred to the client.
As previously indicated, the g roup adopted IFRS 15 using the
cumulative catch-up method, resulting in the fi rst-time application
of this standard as of the date on which it came into force -
January 1, 2018, with no restatement of the reported comparative
periods.
In practical terms, the g roup performed a review of its contractual
relations with customers, the amount of income recognized and
the frequency at which it was recognized under IFRS 15 and
came to the conclusion that the new standard had no effect on
the consolidated fi nancial statements.
Marine services that are part of our Marine & Logistics, Mobility
and Subsea activities (excluding turnkey projects) are structured
as vessel time chartering contracts that bill on the basis of daily
rates.
These services include the provision of the vessel and its crew
to the oil operator for a period of time agreed in advance.
These periods can vary from a few days to several years.
The standard terms of these contracts are set out in a sample
contract created by the BIMCO (Baltic and International Maritime
Council), which is commonly used in the industry. However,
the g roup also signs framework agreements with the oil majors
(Exxon, Chevron, Total, BP, etc.), through its role as a strategic
supplier to leading oil companies.
The main services of the Subsea activity are structured on
contracts that bill on the basis of daily rates - under one of the
following forms:
3 bareboat vessel chartering,
3 chartering a vessel with associated crew, crane operator,
catering services, remotely operated vehicles and operations
management.
These contracts are fully aligned with the fi ve-step process. Each
service and associated obligations are defi ned according to an
allocated price, income is recognized daily and refl ects the transfer
of the control to clients at the time the service is performed.
As such, in 2018, the g roup recognized approximately 93% of its
income over time, based on a day-rate, reflecting the transfer of
control to clients.
The Subsea activity also includes a still very moderate portion of
turnkey projects. These services are contracted on a fi xed- price
basis with a performance commitment and limitation of liability.
The revenue from those projects, which is spread over relatively
short term periods (less than six months), is recognized over time
through a stage of completion method, in particular via costs, in
accordance with the new IFRS 15.
In 2018, income from projects started and completed during the
period has therefore been fully recognized, corresponding to less
than 10% of the revenue of this business and less than 2% of
Group revenue for the year.
The distribution of revenue by geographical area and operational
segment is detailed as follows:
ADJUSTED REVENUES - 2018(in € millions)
TOTAL MARINE & LOGISTICS
OF WHICHTOTAL
MOBILITY
TOTAL SUBSEA
SERVICES OTHERADJUSTED
TOTALDEEP SHALLOW
Africa 151.0 89.1 61.9 160.4 66.4 3.9 381.7
Europe & Med./Middle East 92.4 53.7 38.7 5.9 33.2 4.9 136.4
American continent 78.8 60.2 18.6 13.9 1.6 0.2 94.5
Asia 35.1 14.8 20.3 7.5 32.4 2.0 77.0
3 IFRS 9 “Financial instruments”
IFRS 9 replaces IAS 39 “Financial instruments: recognition and
measurement”. When adopting it, the g roup did not restate the
comparative period information using the transitional method
described in section 7 of IFRS 9 but instead reported the
cumulative effect of its application in shareholders’ equity as of
January 1, 2018.
Classifi cation and measurement of fi nancial liabilities
For the g roup, the main potentially significant impacts of IFRS 9,
whose application became mandatory on January 1, 2018,
concerned the treatment of its debt restructuring, which was
agreed on July 28, 2017. This entered into the scope of the new
provisions for the recognition of restructured debts specified by
IFRS 9 and applicable retroactively.
However, since the adjusted debt was immediately due on
the closing date as of December 31, 2017, it was recognized
at par and is therefore not affected by the application of the
aforementioned provisions.
Effectively, the debt had been recognized by applying the
provisions of paragraph AG8 of IAS 39 - discounting of estimated
future cash fl ows from the debt at the original effective interest
rate - meaning an accounting treatment similar to the one required
by IFRS 9 in its paragraph B5.5.6.
In addition, the g roup classifi es derivative liabilities at fair
value through profi t or loss and all other fi nancial liabilities at
amortized cost.
At December 31, 2018, the implementation of IFRS 9 had no
effect on the classifi cation and measurement of fi nancial liabilities.
Classifi cation and measurement of fi nancial assets
In accordance with IFRS 9, the g roup classifi ed its fi nancial
assets according to their compliance with SPPI (Solely Payment
of Principal and Interest) stipulations and their business model.
A fi nancial asset is measured at amortized cost if both of the
following conditions are met and if not designated at fair value
through profi t or loss:
3 it is held within a business model whose objective is to hold it
in order to collect contractual cash fl ows (HTC: held to collect),
123BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Accounting policies and methods
3 its contractual terms give rise on specifi ed dates to cash
fl ows that are solely payments of principal and interest on the
principal amount outstanding (SPPI).
A debt instrument is measured at fair value through other
comprehensive income if both of the following conditions are met
and if not designated at fair value through profi t or loss:
3 it is held within a business model whose objective is achieved
by both collecting contractual cash fl ows and selling the
fi nancial asset (HTCS: held to collect and sell),
3 its contractual terms give rise on specifi ed dates to cash
fl ows that are solely payments of principal and interest on the
principal amount outstanding (SPPI).
Non-consolidated equity interests are all recognized as of
December 31, 2018 at fair value through profi t or loss. However,
optionally, and if the equity interests are not held for trading,
the Group may choose a classifi cation at fair value through other
comprehensive income that is irrevocable. The gains or losses
realized on the sale of these interests are therefore not recycled in
the income statement.
All fi nancial assets that are not classifi ed at amortized cost or fair
value through other comprehensive income as described above,
are measured at fair value through profi t or loss.
Impairment of financial assets
The g roup now assesses expected credit losses from fi nancial
assets on a prospective basis whereas the loss allowance under
IAS 39 was based on the actual losses from receivables. IFRS 9
thus replaces the “incurred credit losses” model by the “expected
credit losses” model.
The calculation model for expected credit loss is determined
based on the ratings of the counterparties and their related
probability of default. Impairment is calculated for 12 months
given the non-deterioration of counterparty risk. When the credit
risk of a fi nancial asset at amortized cost increases signifi cantly,
the expected credit loss is calculated over the life of the asset.
The main fi nancial assets that are concerned by this new
impairment method are:
3 fi nancial assets measured at amortized cost,
3 debt instruments measured through other comprehensive
income,
3 guarantee commitments given if not measured at fair value
through profi t or loss,
3 operating and fi nance lease receivables,
3 contract assets.
The g roup applies the simplifi ed approach under IFRS 9 for
trade receivables, in which the expected credit loss is calculated
over their lifetime. This model enables a fi nal credit loss to be
determined for all trade receivables since their initial recognition.
Changes to the classifi cation and measurement of fi nancial
assets in the statement of fi nancial position are described one
by one below.
The main effect on the shareholders’ equity at opening
€(2.9) million corresponds to the measurement at fair value
through profi t or loss of certain loans which were recognized until
now at amortized cost. These no longer meet the SPPI criteria
as of the application date of IFRS 9 due to an option under the
issuer’s control.
(in € millions) 12.31.2017IAS 39
CLASSIFICATIONIFRS 9
CLASSIFICATIONCHANGE IN
MEASUREMENT 01.01.2018
Available-for-sale assets 0.1 Fair value
through
shareholders’
equity
Fair value
through profi t
or loss
- 0.1
Loans 16.1 Amortized cost Amortized cost - 16.1
Other receivables 4.3 Amortized cost Amortized cost - 4.3
Financial instruments measured at fair value 0.0 Fair value
through profi t or
loss
Fair value
through profi t
or loss
- 0.0
Non-current financial assets 20.6 - 20.6
Trade receivables 232.0 Amortized cost Amortized cost - 232.0
Other receivables 115.5 Amortized cost Amortized cost - 115.5
Trade and other receivables 347.6 - 347.6
Loans 21.6 Amortized cost Amortized cost - 21.6
Loans restated by IFRS 9 22.9 Amortized cost Fair value
through profi t
or loss
(2.9) 20.0
Financial instruments measured at fair value 0.4 Fair value
through profi t
or loss
Fair value
through profi t
or loss
- 0.4
Non-current financial assets 45.0 (2.9) 42.1
Other current assets from operating activities
27.5 Amortized cost Amortized cost
- 27.5
Cash and cash equivalents 243.6 Fair value through profi t
or loss
Fair value through profi t
or loss
- 243.6
TOTAL FINANCIAL ASSETS 684.2 (2.9) 681.3
124 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Accounting policies and methods
The other applicable standards and interpretations that have
become mandatory since January 1, 2018 have not had a
significant impact on BOURBON’s consolidated financial
statements at December 31, 2018. They mainly concern:
3 amendments to IFRS 2 “Classifi cation and Measurement of
Share-based Payment Transactions”,
3 IFRIC 22 “Foreign Currency Transactions and Advance
Consideration”.
The g roup also decided not to opt for the early application of
the standards and interpretations for which application was not
mandatory as of January 1, 2018, namely:
3 IFRS 16 “Leases”,
3 IFRIC 23 “Uncertainty over Income Tax Treatments”,
3 amendments to IAS 19 “Plan Amendment, Curtailment or
Settlement”,
3 amendments to IFRS 9 “Prepayment Features with Negative
Compensation”,
3 amendments to IAS 28 “Investments in Associates and Joint
Ventures”,
3 annual improvements to IFRS, 2015-2017 cycle.
The impacts and practical consequences of the application of
these standards, amendments and interpretations are currently
being studied.
3 IFRS 16 “Leases”
This standard, published on January 13, 2016, fundamentally
changes the accounting method of leases contracts for the
lessees by introducing the notion of control in the use of the
underlying leased asset . It actually introcuces for the lessee a
single accounting model of leases on the balance sheet, without
distinguishing between operating leases, which are currently
recognized in expenses and off-balance sheet commitments, and
fi nance leases. The lessee will thereby recognize a “right-of-use”
asset, which corresponds to the right to use the underlying asset
and, a lease liability in respect of its obligation to pay the lease.
The application of IFRS 16, mandatory as of January 1, 2019,
will have a significant impact on the Group consolidated financial
statements:
3 on the balance sheet, with respect to the value of “right-of-
use” assets as well as the lease liability,
3 and on the income statement with respect to an improvement
in EBITDA through a decrease in rents and, on the other hand,
an increase in depreciation and fi nancial expenses.
In the frame of its activities , the g roup enters into contracts as a
lessee for the following main underlying assets:
3 vessels,
3 offi ces, logistics bases and other buildings,
3 vehicle fl eet,
3 IT equipment.
As such, the g roup analyzed these contracts in order to:
3 assess if they are, or contain, a lease according to IFRS 16: a
contract is, or contains, a lease if it provides the g roup with the
right to control the use of an identifi ed asset for a determined
period in return for payment,
3 determine the main assumptions used to evaluate the right of
use asset and the lease liability, particularly the lease term and
the discount rate used to measure the lease liability:
− the lease term corresponds to the non-cancellable period
during which the lessee has the right to use the underlying
asset, to which is added the renewal option or the termination
option that the g roup is reasonably certain to exercise (for
the renewal option) or not (for the termination option). The
probability of exercising (or not) an option with reasonable
certainty was determined by the type of contract, or on a case-
by-case basis based on contractual, fi nancial and regulatory
conditions, and the nature of the underlying asset,
− the discount rate used for measuring the lease liability is
the incremental borrowing rate of the lessee. The g roup
incremental borrowing rate is used for leases on vessels,
with BOURBON Corporation SA being the guarantor for all
of these contracts. Specifi c incremental borrowing rates are
determined for the other leases - when the implicit rates of
each of these leases were not able to be determined - taking
into account, for each lessee, the currency, country, and
maturity risks associated with each lease.
The g roup will apply IFRS 16 starting on January 1, 2019, opting
for the modifi ed retrospective transition method, which consists
in recognizing as of the fi rst date of application:
3 on the one hand the lease liability up to the present value of
the remaining payments, discounted at the date of transition,
3 and on the other hand, the right-of-use asset for an amount
equal to the lease liability, adjusted for the amount of any
prepaid or accrued lease payments at that date , as well as
for the estimated amount of dismantling or restoring costs,
especially those linked to the class maintenance obligations
within the vessel contracts .
In accordance with the modifi ed retrospective transition method,
no comparative restatement of prior fi nancial statements will
be carried out. Furthermore, the g roup will apply the pratical
expedients related to short-term leases, including leases whose
residual duration is less than or equal to 12 months following the
date of fi rst application, and those of low-value items .
As of December 31, 2018, the main leases concerned by the
application of this standard are related to 57 vessels. In the
frame of its discussions with its main fi nancial partners, including
its lessors, in France and abroad, the g roup suspended, during
the negotiation period, the payment of these lease payments.
This lease payment debt amounts to about 100 million dollars
(approximately 88 million euros), recognized in trade payables
as of December 31, 2018, and will be reclassifi ed in fi nancial
lease liability in January 1, 2019. Moreover, without taking into
account the negotiations in progress, the total amount due to
be paid by the g roup in respect of the leases on the 57 vessels
amounted, as of December 31, 2018, on an undiscounted basis,
to approximately US$1.255 billion.
In 2017 the g roup reached an agreement to reorganize lease
payments on the vessels covered by the sale and bareboat
chartering contracts concluded with ICBC Financing Leasing
in 2013 and 2014. This agreement provided for a reduction in
rental payments for the years 2016 to 2018, in consideration with
a two-year extension of the initial period of bareboat leases as
well as the more favorable commercial terms for ICBC Financial
Leasing. In accordance with IAS 17, bareboat charter expenses
remained to be recognized on a straight-line basis from the date
of renegotiation and for the remaining term of the contract.
125BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Accounting policies and methods
As of December 31, 2018, the cumulative non-cash impact of the
bareboat charter expenses - recognized in shareholders’ equity,
Group share - following these negotiations and the required
straight-line accounting amounted to €(117) million. This amount
will therefore be reclassifi ed on January 1, 2019, the date of
application of IFRS 16, deducted from the right-of-use assets .
The total amounts due in respect of other leases for their residual
duration - about 140 contracts -, also on a non-discounted basis,
was approximately €11.1 million.
The consequences arising from the application of IFRS 16
on the fi nancial statements will depend on future economic
conditions, such as the borrowing interest rate of the g roup and
its subsidiaries, and the breakdown of the lease portfolio as of
January 1, 2019, and as such, the discussions in progress with
the main fi nancial partners, including the lessors.
As indicated, BOURBON confi rms that these discussions, as well
as the active search for new fi nancing, continues. Several offers
subject to conditions, notably due diligence, have been received
by the g roup, proposing in particular new fi nancing and a debt
reduction including, for some of them, conversion of part of this
debt into equity. At this stage, the terms and conditions of these
offers, including their fi nancial parameters, are being evaluated
by the g roup and its advisors. On March 13, 2019, the Board of
Directors carried out a preliminary review of these propositions.
BOURBON specifi es that no decision or commitment has been
made and that no exclusivity has been granted to any of the
fi nancial partners it is in discussion with.
At this stage, it still remains diffi cult to determine the discount
rate to use.
However, as an example, the preliminary impacts at +/-10%
on the fi nancial lease liability at January 1, 2019 according to
different discount rates are presented as follows:
IMPACT ESTIMATED AT +/-10% OF THE APPLICATION OF IFRS 16 ON JANUARY 1, 2019 ON THE LEASE LIABILITY ACCORDING TO THE DISCOUNT RATE
Discount rate 5% 8% 10% 12% 15%
Estimated fi nancial lease liability - in millions of euros (excluding debt related to unpaid rental payments of €88 million at the transition date) 855-1,045 785-960 745-910 710-865 660-805
Moreover, the uncertain outcome of the negotiations in progress with lessors, both concerning future economic conditions and the breakdown
of the lease portfolio, will have a signifi cant impact on the lease liability and right-of-use assets , which is at present diffi cult to assess .
1.4 USE OF ESTIMATES AND ASSUMPTIONS
Preparation of the financial statements in accordance with the
conceptual framework of the IFRS involves the use of estimates,
assumptions and assessments that affect the amounts presented
in those financial statements. These estimates are based on past
experience and on other factors considered to be reasonable given
the circumstances. As the assumptions and assessments used
and the circumstances existing on the date the statements are
established may prove to be different in reality, the future results
achieved may differ from the estimates used.
The principal assumptions concerning future events, and other
sources of uncertainty related to the use of estimates on the closing
date, changes in which during a year could generate a risk of a
change in the net book value of assets and liabilities, are presented
below.
Impairment test on goodwill and fixed assets
At least once a year, the g roup assesses whether it is necessary
to impair goodwill by using impairment tests (see note 1.5.2).
Those tests require an estimate of the recoverable value of the
cash-generating units (CGUs) to which the goodwill is allocated.
Recoverable value is defined as the higher of the useful value and
the fair value (net of disposal costs).
A CGU (cash-generating unit) is the smallest identifiable group of
assets whose continued use generates cash inflows that are largely
independent of cash inflows from other assets or groups of assets.
The determination of CGUs must be consistent with the way in which
management manages and controls the g roup’s activities and with
the level at which strategic decisions or asset acquisition/disposal
decisions are made.
Accordingly, BOURBON identified four distinct CGUs:
3 Marine & Logistics - DEEP for all of our deep offshore operations;
3 Marine & Logistics – SHALLOW for all of our Continental Offshore
operations;
3 Mobility for all of our personnel transport operations;
3 Subsea Services.
Our main assets, the vessels, are both geographically mobile and
interchangeable within a single CGU. For example, a vessel within a
CGU does not generate cash inflows that are largely independent of
the cash inflows of other vessels. As such, as defined by IAS 36.67,
the recoverable value can only be estimated at the CGU level.
Due to the large number of leased ships, the fair value of CGUs (net
of disposal costs) can no longer be determined solely on the basis
of the fair value of the vessels attached to these CGUs. As a result,
the recoverable value of the CGUs corresponds to their useful value.
Useful value, defined as discounted total future cash flows, is
determined based on the economic, business, and income
assumptions deemed by the g roup’s management to be the most
probable.
The expected future cash flows used to calculate the useful value of
each CGU are calculated based on the g roup’s five-year business
plans, prepared using adjusted financial data (see note 4 “Operating
segments”). The flows are discounted at a rate measured on the
126 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Accounting policies and methods
basis of the average weighted cost of the capital determined for the
g roup. Analyses are then done to determine the sensitivity of the
values obtained to a variation in one or more of the assumptions in
the business plan. Since by its nature the “discounted cash flow”
method used to measure the value in use of the CGUs to which
the goodwill is allocated is uncertain, the actual future cash flows
can vary from the future cash flow projections used to determine the
value in use.
In accordance with IAS 36, the goodwill value must be tested at least
once a year, and systematically as soon as indications of impairment
appear.
In addition, fi nite intangible assets, as well as property, plant and
equipment, are subject to impairment tests as soon as an indication
of impairment is noted (see notes 1.5.4, 1.5.5 and 3.3), i.e., when
events or specifi c circumstances indicate a risk of impairment
of these assets. In order to conduct these tests, fi xed assets are
grouped into the same CGUs as were previously defi ned, and
their net book value is compared to the recoverable value of said
units. Recoverable value is defined as the higher of the useful value
(see previous section) and the fair value (net of disposal costs).
Retirement benefit obligations
The cost of defined benefit plans and other post-employment
medical coverage benefits is determined on the basis of actuarial
valuations. Those valuations are based on assumptions about
discount rates, salary increase rates, mortality rates, and the
probability of employment in the g roup at the time of retirement.
The method for calculating discount rates has remained unchanged
from previous years. The rates are calculated based on global indices
such as Reuters.
Because of the long-term nature of such plans, the uncertainty of
those estimates is significant. The net liabilities built up for these
benefits granted to employees as of December 31, 2018 were €14.7
million (€14.4 million in 2017). Further details are given in note 3.12.
Financial instruments measured at fair value
For most of the instruments traded over the counter, the valuation is
made using models that use observable market data. For example,
the fair value of interest rate swaps is generally determined using
rate curves based on the market interest rates observed on the
closing date. The fair value of buying forward exchange contracts
is calculated by reference to the current forward exchange rates for
contracts with similar maturities. The discounting future cash flows
method is used to value other financial instruments.
1.5 SUMMARY OF ACCOUNTING POLICIES AND METHODS
1.5.1 Foreign currency translation
The consolidated financial statements are disclosed in euros, which
is the functional and presentation currency of the parent company.
The functional currency of the foreign subsidiaries is generally the local
currency. If the majority of the transactions and costs are executed in
a different currency, that currency is used as the functional currency.
The accounts of subsidiaries with a functional currency different from
euro are translated by applying the closing rate method:
3 balance sheet items, with the exception of shareholders’ equity,
which is maintained at the historical rate, are converted at the
year-end exchange rate;
3 items on the income statement are translated at the average rate
for the period;
3 the currency translation adjustment is included in consolidated
shareholders’ equity and does not affect net income.
Foreign currency transactions made by the companies of the g roup
are initially booked in the functional currency at the exchange rate
prevailing on the date of the transaction. On the closing date,
monetary assets and liabilities denominated in foreign currencies are
translated into the functional currency at the exchange rate prevailing
on the closing date. All exchange differences are recognized in
the income statement, with the exception of those related to
borrowings in foreign currencies which constitute a hedge of the net
investment in a foreign entity. These differences are charged directly
to shareholders’ equity until the disposal of the investment; on that
date, they are recognized as income/loss.
Pursuant to IAS 21, goodwill is expressed in the functional currency
of the companies acquired and then translated at the closing rate
(IAS 21.47).
Monetary items receivable from or payable to a foreign business
for which settlement is neither planned nor likely to occur in the
foreseeable future is, in substance, a part of the entity’s net investment
in that foreign operation (IAS 21.15). Exchange differences arising
on a monetary item that forms part of a net investment in a foreign
business must be recognized in other comprehensive income
and reclassified from equity to profit or loss on disposal of the net
investment (IAS 21.48).
Hyperinflationary economiesThe hyperinflationary nature of an economy is defined by IAS 29.3 in
accordance with the following non-exhaustive characteristics:
3 the general population prefers to keep its wealth in non monetary
assets or in a relatively stable foreign currency. Amounts of local
currency held are immediately invested to maintain purchasing
power;
3 the general population regards monetary amounts not in terms
of the local currency but in terms of a relatively stable foreign
currency. Prices may be quoted in that currency;
3 sales and purchases on credit take place at prices that
compensate for the expected loss of purchasing power during
the credit period, even if the period is short;
3 interest rates, wages, and prices are linked to a price index;
127BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Accounting policies and methods
3 the cumulative inflation rate over three years approaches,
or exceeds, 100%.
Moreover, under IAS 21.42 and IAS 21.43, when an entity’s functional
currency is the currency of a hyperinflationary economy, the following
treatment is applied:
3 initially, the entity’s financial statements for the year in progress
drawn up in its functional currency based on historical costs or
actual costs are restated in accordance with the principles of
IAS 29.8, i.e. by applying a general price index, so that they are
expressed in terms of the current measuring unit at the balance
sheet date;
3 comparative figures for the prior financial year are also restated
by applying a general price index, so that they are expressed in
terms of the current measuring unit at the balance sheet date;
3 the gain or loss on the net monetary position is included in net
income and is disclosed separately (IAS 29.9);
3 the entity’s financial statements, as restated above, are translated
at the closing rate, from the functional currency into the reporting
currency of the consolidated financial statements.
1.5.2 Business combinations and goodwill
Business combinations (revised IFRS 3) are recognized using the
purchase method. This method implies the recognition at fair value
of the identifiable assets (including intangible assets not previously
recognized) and identifiable liabilities (including contingent liabilities,
with the exception of future restructurings) of the companies
acquired.
The goodwill arising on a business combination is initially recognized
at cost, which represents the excess of the acquisition cost over the
g roup’s interest in the net fair value of the identifiable assets, liabilities
and contingent liabilities. After the initial recognition, goodwill is
measured at cost less accumulated impairment losses. For the
purpose of impairment tests, the goodwill acquired in a business
combination is, as of the acquisition date, allocated to each of the
g roup’s CGUs likely to benefit from the synergies of the business
combination.
Impairment tests are performed once there are indices of a loss of
value and at least once a year.
When subsidiaries are sold, the difference between the sale price
and the net asset sold plus accumulated currency translation
adjustments and the net value of the goodwill is recognized in the
income statement.
1.5.3 Negative goodwill
Negative goodwill represents the surplus between the g roup’s
interest in the fair value of the assets, liabilities and contingent
liabilities acquired over the acquisition cost, on the acquisition date.
It is booked directly as income/loss during the acquisition period.
1.5.4 Intangible assets
Intangible assets acquired separately are initially reported at cost. The
cost of an intangible asset acquired within a business combination
is its fair value on the acquisition date. After the initial accounting,
intangible assets are carried at cost less any accumulated
amortization and accumulated impairment losses.
The g roup assesses whether the useful life of an intangible asset is
finite or indefinite.
Intangible assets with a finite useful life are amortized over their
economic useful life and are subject to an impairment test when there
is an indication that the intangible asset is impaired. The amortization
period and amortization method an intangible asset with a finite useful
life are reviewed at least at the closing of each year. Any change in
the expected useful life or the expected rate of consumption of the
future economic benefits representing the asset is accounted for
by modifying the amortization period or method, as applicable and
such changes are treated as changes in estimates. The amortization
expense for intangible assets with a finite useful life is booked on the
income statement in the appropriate expense category depending
on the function of the intangible asset.
The amortization periods of the main intangible assets are:
3 software: 3 years;
3 leasehold rights, over the period of the concessions: 38 to
50 years.
1.5.5 Property, plant and equipment
Property, plant and equipment are booked at cost after deducting
accumulated depreciation and any accumulated impairment losses.
The residual values, useful lives and depreciation methods are
reviewed at each year-end and changed if necessary.
Vessels
A) Gross value
Property, plant and equipment consist primarily of vessels valued on
the date they are included in the g roup’s assets at cost, i.e. the cost
incurred to commission the asset for the projected use.
The cost of a tangible asset consists of the purchase price paid to a
third party (including customs duties and non-recoverable taxes, but
net of discounts and commercial rebates obtained from the supplier),
plus the following acquisition costs:
3 directly attributable costs incurred to bring the asset into working
order for the planned use;
3 installation costs;
3 mobilization costs to operating locations;
3 sea trial costs;
3 legal documentation costs;
3 professional fees (architects, engineers);
3 commissions;
3 costs for interim loans directly intended to finance the acquisition
of the asset.
A tangible asset may include several components with separate
life cycles or rates of depreciation. In this case, the main elements
of the asset are identified and recognized separately using the
component- based approach.
128 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Accounting policies and methods
At BOURBON, each vessel consists of two components:
3 a vessel component;
3 an “overhaul” component, representing the cost of an overhaul.
An overhaul consists of maintenance operations performed at regular
intervals, based on a multi-year plan designed to meet classification
requirements, international conventions or regulations.
At the acquisition date, the value of the “vessel” component is the
total cost price of the asset minus the “overhaul” component; this
component is equal to the cost of the first overhaul of the vessel.
B) Depreciation
Depreciation is calculated on the basis of the gross value of the
component less its residual value.
Residual value is the expected selling price (less selling costs) which
the g roup would obtain today from the sale of this asset at the end
of its use by the g roup.
The depreciable amount of the “vessel” component is equal to its
gross value in the consolidated accounts less its residual value. As
the “overhaul” component has a zero residual value, its depreciable
amount corresponds only to its gross value in the consolidated
accounts.
Each component is then depreciated using the straight-line method
over its useful life.
Useful life is defined according to the expected utility of the asset for
BOURBON based on the use planned by the g roup.
The main useful lives of the “vessel” component used at BOURBON
are between 8 and 30 years.
The useful life of the “overhaul” component of a vessel depends on
the multi-year maintenance schedule for the vessel.
Moreover, if there are indications of impairment, an impairment test
is then performed on the asset or group of assets by comparing
its net book value with its recoverable value. The recoverable value
is generally determined with reference to a market valuation. Such
valuations are obtained from independent experts and reviewed by
the g roup’s management. When the recoverable value turns out to
be less than the net book value of the asset group, an impairment
is recognized.
Other property, plant and equipment (excluding vessels)Property, plant and equipment, other than the vessels and investment
property, are carried at cost as defined by IAS 16.16. These assets
consist of a single component.
The depreciable amount of other property, plant and equipment is
equal to their purchase price, their residual value being zero, with the
exception of certain buildings for which there is a residual value.
Other assets are depreciated using the straight-line method over
their useful life.
The main useful lives for property, plant and equipment, excluding
vessels, are as follows:
3 construction and buildings: between 8 and 40 years;
3 technical facilities: between 10 and 15 years;
3 other property, plant and equipment: between 2 and 10 years.
Investment propertiesThe investment properties held by the group are recognized in the
consolidated accounts at historical cost and depreciated using the
straight-line method over 40 years.
1.5.6 Equity interests in associates and joint ventures
Associates are companies over which the group exercises a
significant influence; partnerships that solely provide control of the
net assets of the Company are considered joint ventures. The group ’s
equity interests in its associates and joint ventures are recognized
using the equity method.
Investments in associates are recognized as assets on the balance
sheet for the part of shareholders’ equity they represent. The related
goodwill is included in the book value of the equity interest.
A liability is recognized for the companies with a negative net asset
and for which there exists a legal or implied obligation for the group .
Since these companies are directly and fully integrated in the group ’s
business activities, the net earnings of the associates are presented
on a separate line from the operating income.
1.5.7 Non-derivative financial assets
In accordance with IFRS 9, the group classifi es its fi nancial assets
according to their compliance with SPPI (Solely Payment of Principal
and Interest) stipulations and their business model.
A fi nancial asset is measured at amortized cost if both of the following
conditions are met and if not designated at fair value through profi t
or loss:
3 it is held within a business model whose objective is to hold it in
order to collect contractual cash fl ows (HTC: held to collect);
3 its contractual terms give rise on specifi ed dates to cash fl ows
that are solely payments of principal and interest on the principal
amount outstanding (SPPI).
A debt instrument is measured at fair value through other
comprehensive income if both of the following conditions are met
and if not designated at fair value through profi t or loss:
3 it is held within a business model whose objective is achieved by
both collecting contractual cash fl ows and selling the fi nancial
asset (HTCS: held to collect and sell);
3 its contractual terms give rise on specifi ed dates to cash fl ows
that are solely payments of principal and interest on the principal
amount outstanding (SPPI).
All fi nancial assets that are not classifi ed at amortized cost or fair
value through other comprehensive income as described above,
are measured at fair value through profi t or loss.
The group has not identifi ed fi nancial assets or liabilities that
meet the conditions for measurement at fair value through other
comprehensive income.
129BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Accounting policies and methods
The group measures all of its non-consolidated investments in
shares at fair value. When the group chooses to use the option of a
classifi cation at fair value through other comprehensive income that
is irrevocable, the gains or losses from disposal are not recycled in
the income statement. The dividends related to these securities are
recognized in other fi nancial income.
At fi rst recognition, non-derivative fi nancial assets are measured
at fair value, plus, for assets not recognized at fair value, directly
chargeable transaction costs.
Non-derivative fi nancial assets are pulled out of the consolidated
fi nancial position statement at maturity or when the contractual rights
to their related cash fl ows are transferred, and practically all of the
risks and benefi ts that are inherent with the ownership of the asset
are transferred.
Financial assets at fair valueFor fi nancial assets at fair value that are actively traded on organized
fi nancial markets, fair value is determined by reference to the market
prices published on the closing date. For fi nancial assets for which
there is no active market, fair value is determined using valuation
techniques. Such valuation techniques include: using recent arm’s
length market transactions between knowledgeable and willing
parties, reference to the current fair value of another instrument that
is substantially the same, discounted cash flow analysis and option
pricing models. If applicable, fair value is assessed on the basis of
the proportion of shareholders’ equity held. The assessment may
also take into consideration the following parameters, to the extent
that they can be reliably measured:
3 potential unrealized gains, particularly property gains;
3 prospects for profitability.
Gains and losses, whether realized or unrealized, coming from
changes in fair value of fi nancial assets measured at fair value through
profi t or loss are immediately recognized in the income statement.
Gains and losses, whether realized or unrealized, coming from
changes in fair value of non-consolidated equity interests classifi ed
irrevocably on option as fi nancial assets at fair value through other
comprehensive income are recognized in other comprehensive
income and never impact the income statement.
Unrealized gains and losses coming from changes in fair value of other
fi nancial assets measured at fair value through other comprehensive
income are recorded in other comprehensive income. When the
fi nancial asset is sold, received or removed from the balance sheet
by another method or when there are objective indications that the
fi nancial asset has lost all or part of its value, the cumulative gains or
losses are recognized in profi t or loss .
Financial assets carried at amortized costLoans and receivables are measured at amortized cost according to
the effective interest rate method. The amortized cost is calculated
by taking into account any initial additional cost or discount, and
includes directly attributable commissions and transaction costs.
Gains and losses are recognized in profi t or loss when the loans
and receivables are derecognized or depreciated and through the
mechanism of amortized cost.
Impairment of financial assetsThe group measures the expected credit losses, on a prospective
basis, of its fi nancial assets at amortized cost and at fair value
through other comprehensive income excluding equity interests.
The calculation model for expected credit loss is determined based
on the ratings of the counterparties and their related probability
of default. Impairment is calculated for 12 months given the
non- deterioration of counterparty risk. When the credit risk of a
fi nancial asset at amortized cost increases signifi cantly, the expected
credit loss is calculated over the life of the asset.
The group applies the simplifi ed approach under IFRS 9 for trade
receivables, in which the expected credit loss is calculated over their
lifetime. This model enables a fi nal credit loss to be determined for
all trade receivables since their initial recognition. An impairment loss
is also recognized when objective indications are present that the
group will not be able to receive all of the sums due according to the
conditions of the original transaction: bankruptcy, notable cases of
insolvency, late payments more than six months in arrears, political
and economic risks in the country of residence of the debtor, etc.
1.5.8 Inventories and work in progress
Inventories are measured at the weighted-average cost method for
raw materials and at the production cost for work in progress and
finished goods.
When the production cost of finished goods is greater than the
selling price at the inventory date, impairment is recognized in order
to reduce the value of the inventories to their net realizable value.
1.5.9 Cash and cash equivalents
Cash and cash equivalents consist of cash on hand and in banks,
short-term deposits and marketable securities. Cash and cash
equivalents are recorded at fair value.
1.5.10 Non-current assets held for sale and discontinued operations
Non-current assets held for salePursuant to IFRS 5, non-current assets (or disposal groups) and
the related liabilities are classified as “held for sale” if their carrying
amount will be recovered primarily through a sale transaction rather
than continuing use. This classification implies that the assets
(or disposal groups) intended for sale are available for immediate
sale, in their present condition, and that the sale is highly probable.
The highly probable nature of the sale is assessed according to the
following criteria: management has undertaken an asset (or asset
group) disposal plan and a program to find a buyer and finalize the
plan has been initiated. In addition, the assets must be actively
marketed for sale at a reasonable price in relation to their fair value.
The sale of the assets (or disposal group) is assumed to take place
within one year from the date of being classified as assets held
for sale.
130 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Accounting policies and methods
Non-current assets (or disposal groups) intended to be sold and
classified as held for sale are measured at the lower of their previous
carrying amount and fair value less costs to sell. They are no longer
depreciated as of the date they are classified as assets held for sale.
Discontinued operationsA discontinued operation is an activity or a significant geographic
region for the group which is either being sold or classified as an
asset held for sale. The items of the income statement and the cash
flow statement for these discontinued operations or operations
being sold are presented on specific lines of the financial statements
for all periods presented. As a result, certain elements of the income
statement and the cash flow statement for the previous year are
restated in order to present comparative information for these
discontinued operations.
1.5.11 Treasury shares
When the group purchases its own equity instruments (treasury
shares), they are deducted from shareholders’ equity. No profit or
loss is booked in the income statement at the time of the purchase,
sale, issue or cancellation of the group ’s equity instruments.
1.5.12 Provisions and contingent liabilities
ProvisionsProvisions are recognized when the group has a present obligation
resulting from a past event, when it is probable that an outflow of
resources embodying economic benefits will be necessary to settle
the obligation, and when the amount of the obligation can be reliably
estimated.
If the effect of the time value of the money is significant, the provisions
are discounted on the basis of a pre-tax rate which reflects the risks
specific to the liability, if any. When the provision is discounted, the
increase in the provision related to the passage of time is recognized
as a finance expense.
Under certain operating leases, major periodic maintenance work of
the vessels has to be done by the group throughout the lease period.
In this case, with a current obligation of future outflow of resources
which can be reliably determined, the group has set aside provisions
for major maintenance, based on estimates of the future cost of said
maintenance.
Contingent liabilitiesContingent liabilities are the subject of a note to the financial
statements (see note 3.19). They correspond to:
3 a possible obligation that arises from past events and
whose existence will be confirmed only by the occurrence or
non- occurrence of one or more uncertain future events not wholly
within the control of the entity; or
3 a present obligation that arises from past events but is not
recognized because: i) it is not probable that an outflow of
resources embodying economic benefits will be required to
settle the obligation; or ii) the amount of the obligation cannot be
measured with sufficient reliability.
1.5.13 Employee benefits
Employee benefits include retirement indemnities, seniority awards,
incentives and profit-sharing.
Retirement benefit obligationsGroup employees receive retirement indemnities in addition to the
legal retirement benefits in effect in the countries in which they are
employed.
Pursuant to IAS 19 “Employee benefits”, retirement benefit obligations
are measured using the projected unit credit method. Under this
method, the valuation of the commitment takes into consideration
the pension rights that the employee will have acquired on the date of
his retirement. However, the commitment is allocated proportionately
between the employee’s seniority on the calculation date, taking into
account the ratio between the employee’s current seniority and his
seniority projected at retirement date.
These calculations include the following assumptions:
3 retirement age: legal age prevailing in each country;
3 average life expectancy: based on the mortality table applicable
to each country;
3 discount rate;
3 inflation rate;
3 turnover: established for each company using the average
turnover observed over the last five years;
3 assumptions on salary increases;
3 calculation of the rights based on collective agreements or
specific agreements in force in each entity/country.
Pursuant to IAS 19, the group recognizes its actuarial differences
directly in shareholders’ equity.
IncentivesIncentives are based on several types of criteria:
3 profitability criteria;
3 cost control criteria;
3 operational criteria such as the availability of vessels, the speed of
intervention and the reliability of operations;
3 the results for the relevant year in terms of personal safety.
Two calculations are currently used:
3 the first method incorporates a progressive incentive rate by
salary category. The amount of the incentive is then calculated
by applying the corresponding percentage to the annual payroll;
3 the second method consists in directly determining an overall
bonus by combining several criteria.
The amount thus calculated is then distributed uniformly according
to employment longevity, or by a combination of longevity and a
percentage of gross annual salary.
Profit sharingProfit sharing agreements are in place in all French subsidiaries in
accordance with current legislation.
131BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Accounting policies and methods
Employee savings planMost French subsidiaries on French soil have implemented employee
savings plans such as the Plan d’Épargne Entreprise (Enterprise
Savings Plan) and the Plan d’Épargne Retraite Collectif (Collective
Retirement Savings Plan). Employees may use these to deposit their
incentives and profit sharing and, for certain subsidiaries, to bank
days in their work time savings account, subject to the statutory
limits. These employee savings plans are topped up by employer’s
contributions.
Stock option plansThe cost of equity-settled share-based payment transactions with
employees, granted after November 7, 2002, is measured at the fair
value of the equity instruments granted at the grant date using the
“Black & Scholes” model.
This cost is recognized as personnel expenses as a contra entry to
an equivalent increase in shareholders’ equity, using the straight-line
method over the vesting period. This period ends on the date on
which the employees obtain an unconditional right to the instruments
(“the rights acquisition date”).
The cumulative expense recorded for these transactions at the end
of each year until the rights acquisition date takes into account
the group ’s best estimate, on that date, of the number of equity
instruments that will be acquired.
When stock subscription options are exercised by their beneficiaries,
the shares issued on that occasion will be remitted to them.
The exercise price of the shares will be recognized as cash by
the counterparty of the shareholders’ equity. In the case of stock
purchase options, income from the sale at the time the options are
exercised will be recognized as shareholders’ equity.
Bonus sharesThe cost of equity-settled share-based payment transactions with
employees, granted after November 7, 2002, is measured at the fair
value of the equity instruments granted at the grant date.
This cost is recognized as personnel expenses as a contra entry to
an equivalent increase in shareholders’ equity, using the straight-line
method over the vesting period. This period ends on the date on
which the employees obtain an unconditional right to the instruments
(“the rights acquisition date”).
1.5.14 Financial liabilities
Financial liabilities include borrowings and financial debts, trade
payables, derivative instruments and other current and non-current
liabilities.
All borrowings are initially recorded at fair value less directly
chargeable transaction costs.
After initial recognition, interest-bearing loans are measured at
amortized cost, using the effective interest rate method.
Profits and losses are recorded on the income statement when the
debts are derecognized, and through the amortized cost mechanism.
Derivative instruments are carried at their fair value at the closing
date. The accounting methods for derivative instruments are
described in note 1.5.18.
1.5.15 Finance leases
Assets held under finance leases are recognized as assets of the
group , i.e. when in substance, the contract grants to the group
most of the risks and benefits related to the asset. These assets
are measured at the fair value or, if lower, at the present value of
the minimum lease payments. The asset is depreciated using the
group ’s depreciation methods as defined in note 1.5.5.
1.5.16 Revenue
Revenue is recognized according to IFRS 15 “Revenue from
Contracts with Customers” which defi nes the framework for
recognizing revenue based on a fi ve-step process:
i) identify the contract;
ii) identify the performance obligations;
iii) determine the transaction price;
iv) allocate the transaction price;
v) recognize revenue.
According to this model, revenue is recognized when a company
transfers control of goods or services to a client, in the amount it
expects to receive. Depending on the criteria, revenue will either be
recognized over time representing the Company’s performance, or
at a given date when control of the goods or services is transferred
to the client.
Maritime services are governed by vessel time chartering contracts
according to which the service is billed on the basis of daily rates.
These services include the provision of the vessel and its crew to the
oil operator for a period of time agreed in advance. These periods
can vary from a few days to several years.
The standard terms of these contracts are set out in a sample
contract created by the BIMCO (Baltic and International Maritime
Council), which is commonly used in the industry. However, the
group also signs framework agreements with the oil majors (Exxon,
Chevron, Total, BP, etc.), through its role as a strategic supplier to
leading oil companies.
The main Subsea Services are also governed by contracts based on
daily rates. Therefore, the service is contracted as follows:
3 bareboat vessel chartering;
3 chartering a vessel with associated crew, crane operator,
catering services, remotely operated vehicles and operations
management.
These contracts are fully aligned with the fi ve-step process. Each
service and associated obligations are defi ned according to an
allocated price, income is recognized daily and refl ects the transfer
of the control to clients at the time the service is performed.
The Subsea business also has a number of turnkey projects. These
services are contracted on a fi xed- price basis with a performance
commitment and limitation of liability. The revenue from these
projects, which is spread over relatively short periods (less than six
132 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Accounting policies and methods
months), is recognized over time through a stage of completion
method, in particular via costs.
1.5.17 Current income tax and deferred tax
The income tax expense for the year includes:
3 the current income tax expense less tax deductions and tax
credits actually used;
3 deferred tax, booked in the consolidated financial statements
based on the tax situation of each company and/or based on the
tax consolidation scope for the companies concerned.
Deferred taxes result from:
3 temporary differences between taxable profit and accounting
profit;
3 consolidation restatements and eliminations; and
3 tax loss carryforwards, which are likely to be recovered in the
future.
These taxes are calculated and adjusted using the balance sheet
liability method in its broadest sense. Deferred tax assets and
liabilities are not discounted.
Deferred tax and current income tax relating to items booked directly
as shareholders’ equity are recognized as shareholders’ equity and
not in the income statement.
1.5.18 Derivative instruments and hedge accounting
The group uses derivative instruments such as forward exchange
contracts, interest rate swaps, cross currency swaps and exchange
options to manage its exposure to movements in interest rates and
foreign exchange rates. These derivative instruments are initially
recognized at fair value on the date on which the contracts take effect
and are subsequently measured at fair value. Derivative instruments
are booked as assets when the fair value is positive and as liabilities
when the fair value is negative.
All gains and losses from changes in the fair value of the derivative
instruments which are not classified as hedging instruments are
recognized directly in the income statement for the year.
The fair value of buying forward exchange contracts is calculated by
reference to the current forward exchange rates for contracts with
similar maturities. The fair value of interest rate swaps is generally
determined using rate curves based on the market interest rates
observed on the closing date.
For the purposes of hedge accounting, hedges are classified as:
3 fair value hedges when they hedge the exposure to changes in the
fair value of a recognized asset or liability, or a firm commitment
(except for the exchange risk);
3 cash flow hedges when they hedge the exposure to variability in
cash fl ows that is attributable either to a specific risk associated
with a recognized asset or liability, or to a highly probable forecast
transaction or to the exchange risk on a firm commitment;
3 hedges of a net investment in a foreign operation.
The hedge on the foreign currency risk of a firm commitment is
recognized as a cash flow hedge.
At inception of a hedge relationship, the group formally designates and
documents the hedge relationship to which the group wants to apply
the hedge accounting and the objective desired for risk management
hedge strategy. The documentation includes the identification of
the hedging instrument, the item or transaction hedged, the nature
of the risk being hedged, sources of ineffectiveness, and how the
group will assess compliance with the effectiveness criteria defi ned
by the standard. The group also ensures that the item hedged and
the hedging instrument are eligible for hedge accounting. At the
start of and throughout the life of the hedging relationship, the group
verifi es compliance with the effectiveness criteria defi ned by IFRS 9.
Specifi cally, this involves ensuring the existence of an economic
relationship between the hedging of the item and that there is not
a predominant credit risk in changes in values that result from this
economic relationship.
The hedging instruments that meet the strict criteria for hedge
accounting are recognized as follows:
Fair value hedgesFair value hedges are hedges on the group ’s exposure to changes
in the fair value of a recognized asset or liability or an unrecognized
firm commitment, or an identified portion of such financial assets or
liabilities, which is attributable to a specific risk and which can affect
the result for fair value hedges. The gain or loss on the hedged item
attributable to the hedged risk adjusts the carrying amount of the
item hedged, the hedging instrument is remeasured at fair value, and
the resulting gains and losses are recognized for the two items on
the income statement.
When an unrecognized firm commitment is designated as a hedged
item, the subsequent cumulative change in the fair value of the firm
commitment attributable to the hedged risk is accounted for as an
asset or a liability, and the corresponding profit or loss is recognized
on the income statement. The changes in the fair value of the hedging
instrument are also accounted for as income/loss. The group ceases
to use hedge accounting, and therefore ceases to reassess the
item being hedged at fair value, if the hedging instrument reaches
maturity or is sold, terminated or exercised, or if the hedge no longer
meets the criteria for hedge accounting.
Lastly, for fi rm currency derivatives, the group only considers
changes in fair value of forwards linked to changes in the spot
foreign exchange rate as hedging instruments. The changes in value
of forwards related to forward points are excluded from the hedging
relationship, and are recognized either in fi nancial profi t or loss, or
in other comprehensive income, the choice being made for each
instrument.
Cash flow hedgeA cash flow hedge is a hedge on the exposure to changes in cash
flow attributable to a specific risk associated with a recognized asset
or liability or with a highly probably planned transaction, which can
affect the results. The profit or loss corresponding to the effective
part of the hedging instrument is recognized directly as shareholders’
equity whereas the ineffective part is recognized as income/loss.
133BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Significant information for the year ended December 31, 2018
2/ Significant information for the year ended December 31, 2018
2.1 SIGNIFICANT EVENTS OVER THE PERIOD
On February 12, 2018, the Board of Directors of BOURBON
Corporation approved the new strategic action plan,
#BOURBONINMOTION that began at the end of 2017. This plan
should help the group in terms of competitiveness and the new
demands of its clients in a market environment that has been
challenging to all players in the Oil & Gas industry. BOURBON’s
goal is to accelerate its transformation in order to be ready for the
expected recovery.
The fi rst plan based on three priorities was widened in order to cover
the fi nancial aspect. It represents a total investment of €75 million
over three years.
This plan is now based on four priorities:
3 better serve clients through development of its business model
to include more integrated services, and the reorganization of
the group ’s activities into three standalone companies: Bourbon
Marine & Logistics, Bourbon Mobility, and Bourbon Subsea
Services. These three companies are now implementing their
own strategies. A Chief Executive Offi cer was appointed to
each of these entities in 2018, as well as a management team.
Their objectives: to deliver profi table growth through:
3 integrated logistical services for Bourbon Marine & Logistics,
which won its fi rst contract in an exploration campaign, as
well as several chartering contracts that include performance
bonuses linked to fuel economy,
1.6 TRANSLATION OF THE FINANCIAL STATEMENTS OF FOREIGN SUBSIDIARIES
The exchange rates used are as follows:
CURRENCIESAVERAGE RATE
FOR 2018CLOSING RATE AS
OF 12.31.2018CLOSING RATE
AS OF 12.31.2017
AON Angolan Kwanza 297.4556 353.3550 198.9927
AUD Australian Dollar 1.5797 1.6220 1.5346
BRL Brazilian Real 4.3085 4.4363 3.9669
CHF Swiss Franc 1.1550 1.1269 1.1702
CNY Chinese Yuan 7.8081 7.8751 7.8044
INR Indian Rupee 80.7332 79.7298 76.6055
MXP Mexican Peso 22.7054 22.4921 23.6612
MYR Malaysian Ringgit 4.7634 4.7317 4.8536
NGN Nigerian Naira 428.7035 418.2950 432.6480
NOK Norwegian krone 9.5975 9.9483 9.8403
QAR Qatari Riyal 4.3288 4.1695 4.3592
RON New Romanian Leu 4.6540 4.6635 4.6585
RUB Russian Ruble 74.0416 79.7153 69.3920
SGD Singapore Dollar 1.5926 1.5591 1.6024
TRY Turkish Lira 5.7077 6.0588 4.5464
UAH Ukrainian Hryvnia 32.3915 32.0027 33.7266
USD American Dollar 1.1810 1.1450 1.1993
XAF CFA Franc 655.9570 655.9570 655.9570
The amounts recognized directly in shareholders’ equity shall be
recognized in profit or loss in the same period or periods during
which the hedged item affects profit or loss (for example, for assets
that are hedged, at the rate of the amortization made).
If the hedging instrument reaches maturity, is sold, terminated or
exercised without being replaced or renewed, or if the hedging no
longer corresponds to the hedging criteria, the amounts previously
recognized as shareholders’ equity are maintained as such until the
execution of the planned transaction. If the transaction is no longer
planned, this amount is recognized as profi t or loss .
134 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Significant information for the year ended December 31, 2018
3 the transformation of the “passenger” experience for Bourbon
Mobility, which offers new client services aboard its Surfers,
such as access to entertainment through an interactive
platform,
3 light turnkey projects and integrated solutions for Bourbon
Subsea Services. Bourbon Subsea Services installed the
fi rst fl oating wind turbine for the Kincardine offshore wind
farm in Scotland in 2018, and won a turnkey contract for
the installation of the Windfl oat Atlantic fl oating wind farm in
October 2018, in Portugal.
The three new standalone companies have privileged market
access through numerous existing partnerships in the main
countries where BOURBON currently operates;
3 capitalize on digital transformation by connecting the fl eet of
vessels to stand out, improve operational excellence, and reduce
costs. With the help of the Smart Shipping program that is currently
being deployed, by 2022, the Bourbon Marine & Logistics fl eet
of 133 modern Supply vessels (called the Smart Fleet) will be
connected. This program is structured around four main projects:
automating dynamic positioning systems, simplifying on-board
processes, optimizing maintenance, and land-based as well as
remote operational support. The investments carried out will
result in a 25% sustainable reduction in vessel operating costs. It
will rely on technological partnerships such as those entered into
with Kongsberg in 2017 or Bureau Veritas in 2018. At the end of
2018, BOURBON had already converted its fi rst vessels to Smart
Shipping, and will step up the conversions in 2019;
3 meet the human challenge involved in the scope of the
#BOURBONINMOTION plan. On three fronts:
3 redefi ning organization and governance,
3 deploying a specifi c internal communication plan,
3 accompanying the growth of the group ’s culture,
3 rediscovering fi nancial agility.
The group is committed to optimizing its fi nancial operations,
including the creation of shared service centers for the three
standalone companies that are newly created. BOURBON is also
working on optimizing its cash fl ow, reducing its general costs, and
disposal of non-strategic assets.
Within the traditional fl eet of Bourbon Marine & Logistics’ 65 vessels,
41 of the oldest cannot be connected (designated as “non-smart
fl eet”), so were then labeled for sale “as-is where-is” at the current
market price. This planned sale of 41 fully-owned vessels generated
an impairment charge of €(167.2) million in the 2017 financial
statements. During fi scal year 2018, 8 non-smart vessels were sold
for a price close to the estimated fair value, generating a gain of €0.5
million.
As part of this Group strategy, it was decided to sell 7 vessels
from specialty segments that were considered as non-stategic for
the group . These vessels were also to be sold “as is where is” and
according to the same process, and an impairment expense of
€(29.6) million was recognized in this respect in 2017. For fi scal year
2018, 2 vessels were sold, also at a price close to their estimated fair
value, but did not generate any gain or loss for the period.
At December 31, 2018, after a review of the vessels concerned,
the group still held 30 non-smart vessels, as well as 11 other
vessels considered non-strategic. The fair values of these vessels
were remeasured at December 31, 2018, leading to a recognition
of additional impairments for the fi scal year of €(26.2) million
(see note 3.3).
Regarding the group ’s fi nancial restructuring, on March 15, 2018,
BOURBON announced that it had initiated discussions with its main
financial partners, both in France and abroad, in order to balance the
servicing of its debt with the expected gradual market recovery and
the corresponding upturn in the group ’s performance.
On April 20, 2018, the General Meeting of holders of Perpetual Deeply
Subordinated Fixed- to Floating-rate Notes issued by BOURBON
Corporation SA (TSSDIs) authorized Bourbon Corporation SA to
postpone payment of interest due for an amount of about €3.867
million, due on April 24, 2018, to April 24, 2019. The interest carried
interest from October 24, 2018 (included) until April 24, 2019
(excluded) at the rate applicable to the TSSDIs.
On July 10, 2018, BOURBON announced that a general waiver was
fi nalized with lessors and debt holders representing the majority of its
debt, thus allowing the group to withhold the payments of its loans
and the servicing of its debt.
This general waiver demonstrates the motivation of all stakeholders
to reach an appropriate restructuring of the debt, while preserving
cash and operating within a secured legal framework. It allows
BOURBON to stay focused on its operational priorities and on the
implementation of its strategic plan, #BOURBONINMOTION.
On November 2, 2018, in the absence of confi rmation of the renewal
of the general waiver, the group announced that the president of
the Marseille Commercial Court granted the opening of conciliation
procedures for 22 subsidiaries of BOURBON Corporation SA.
In November 2018, BOURBON also confi rmed that it was actively
engaged in discussions with its debt holders, and seeking new
fi nancing to ensure its development and the implementation of its
strategic plan; the terms of this possible new fi nancing, including
amounts and structures (debt instruments / capital instruments) was
not yet determined.
On January 3, 2019, BOURBON announced that it had renewed
the general waiver with its lessors and debt holders representing
the majority of the group ’s debt, thus allowing it to suspend the
payments of its loans and debt.
BOURBON confi rms that the discussions with its main fi nancial
partners and the active search for new fi nancing are ongoing, in
order to balance the servicing of its debt with its performance.
In this context, several offers under conditions notably due diligences
have been received by the group proposing in particular new fi nancing
and a debt reduction including for some of them, conversion of part
of this debt into equity.
At this stage, the terms and conditions of these offers, including
their fi nancial parameters, are being evaluated by the group and its
advisors. On March 13, 2019, the Board of Directors carried out a
preliminary review of these propositions. BOURBON specifi es that no
decision or commitment has been made and that no exclusivity has
been granted to any of the fi nancial partners it is in discussion with.
The company remains confi dent in its ability to fi nd such a solution
and will notify the market in due time according to regulation.
135BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Significant information for the year ended December 31, 2018
The deconsolidation of the special purpose company had a positive
impact on income of €9.8 million.
This deconsolidation also brought about the end of elimination of an
intercompany loan from a subsidiary of the group with this special
purpose company for €28.2 million (including accrued interest
not due). This loan was fully impaired in view of the discussions
in progress. Furthermore, an additional provision for risks and
contingencies for €25 million was recognized at December 31, 2018,
based on the best information available, taking into consideration the
discussions still in progress.
The total net impact on income of €(43.4) million was recognized in
fi nancial profi t or loss.
2.2.3 Transactions in non-controlling interests
BOURBON completed transactions for the acquisition of certain
non-controlling interests during 2018. In accordance with IFRS 10,
their impact was recognized under consolidated reserves, as these
transactions had no effect on the control exercised by BOURBON
over those companies, and hence they did not entail any changes in
the way those companies are consolidated.
The impact on shareholders’ equity, group share at December 31, 2018 was as follows:
(in € millions)
Acquisition price of the shares 0.3
Restated portion acquired 4.0
IMPACT ON SHAREHOLDERS’ EQUITY, GROUP SHARE ACQUISITION OF NON-CONTROLLING INTERESTS (3.7)
The group did not dispose of any non-controlling interests in 2018.
2.2 CHANGES IN THE SCOPE OF CONSOLIDATION
2.2.1 Newly consolidated companies
Two companies were created and as such entered into the scope of consolidation during the 2018 fi scal year, with a negligible impact on the
consolidated fi nancial statements. One is fully consolidated, and the other is consolidated under the equity method.
The list of the consolidated companies is provided in note 5.8.
2.2.2 Deconsolidated companies
In the fi rst half of 2018, the group completed the disposal of a non-strategic company. The non-material effect was recognized through profi t
or loss.
(in € millions)
Share transfer price -
Percentage of group sold (0.1)
IMPACT ON SHAREHOLDERS’ EQUITY, GROUP SHARE 0.1
Furthermore, over the second half of 2018, the group lost control of a special purpose company that, up to that point, was fully consolidated.
This loss of control is part of the suspension of the servicing of the debt.
The impact on the group ’s fi nancial statements at December 31, 2018 is as follows.
(in € millions)IMPACT OF THE
LOSS OF CONTROL LOAN IMPAIRMENT
PROVISIONS FOR RISKS AND
CONTINGENCIES TOTAL IMPACT
Property, plant and equipment (66.2) (66.2)
Loans 28.2 (28.2) -
Trade and other receivables (5.1) (5.1)
Cash and cash equivalents (5.0) (5.0)
TOTAL ASSETS (48.1) (28.2) - (76.4)
Shareholders’ equity - Impact on profi t and loss 9.8 (28.2) (25.0) (43.4)
Provisions for risks and contingencies 25.0 25.0
Bank and other loans (58.0) (58.0)
Trade and other payables (0.0) (0.0)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (48.1) (28.2) - (76.4)
136 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Notes to the consolidated financial statements
3/ Notes to the consolidated financial statements
3.1 GOODWILL
As of December 31, 2018, the net balance of goodwill totaled €19.2 million, broken down as follows:
(in € millions) GROSS IMPAIRMENTS NET
01.01.2017 33.5 (8.2) 25.2
Acquisitions - - -
Disposals - - -
Impairments - - -
Currency translation adjustment - - -
Change in consolidation scope - - -
Reclassification and other changes - - -
12.31.2017 33.5 (8.2) 25.2
Acquisitions - - -
Disposals - - -
Impairments - (6.1) (6.1)
Currency translation adjustment - - -
Change in consolidation scope - - -
Reclassification and other changes - - -
12.31.2018 33.5 (14.3) 19.2
Allocation of goodwill by CGU was as follows:
(in € millions) 12.31.2017 IMPAIRMENT 12.31.2018
Marine & Logistics – DEEP - - -
Marine & Logistics – SHALLOW 6.1 (6.1) -
Mobility - - -
Subsea Services 19.2 - 19.2
Other
TOTAL 25.2 (6.1) 19.2
The accounting method is detailed in note 1.5.2.
In accordance with IAS 36, the goodwill value must be tested at least
once a year, and systematically as soon as indications of impairment
appear.
At December 31, 2018, conditions on the offshore oil and gas
sector of the market were still diffi cult, resulting in an indication of
impairment according to IAS 36, paragraph 12 (d).
The group conducted an impairment test on each cash-generating
unit (CGU). The recoverable value of each CGU used for testing
corresponds to the going concern value, defined as total discounted
future cash fl ows .
Going concern values are determined using economic assumptions
and forecasts of activity and results deemed by the group ’s
Management to be the most probable. The principal assumptions
and forecasts are presented below:
3 five-year business plan covering the 2019-2023 period for each
of the CGUs, prepared on the basis of adjusted financial data;
3 use of normative cash fl ows beyond 2023; the weight of the
discounted standardized cash fl ows represents approximately
95% of total going concern value;
3 perpetual growth rate of 2.5% (taking into account the regions of
the world in which the group does business and that have fairly
high inflation rates);
3 discount rate of 10.3%, determined by an independent third party
and considered as reflecting the group ’s weighted average cost
of capital (WACC); based in particular on a risk-free rate of 0.9%,
a market risk premium of 6.6% and a specific risk premium that
includes the group ’s exposure to geopolitical risks and the risk
relating to achievement of the forecasts in the business plan.
This 5% risk premium is up by two points compared to December
31, 2017;
3 exchange rate (business plan and normative cash fl ows ):
€1 = US$ 1.15.
Over the past four years, BOURBON has gone through the Oil &
Gas industry’s worst crisis since the early 1980’s, with a 30 to 40%
contraction in offshore oil and gas services that started suddenly in
2015 following the collapse in Brent oil prices. This market contraction
severely hit companies that provide services to the oil companies.
137BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Notes to the consolidated financial statements
After four years of drastic reductions, the Oil & Gas Majors have
started to increase their investment commitments again, mainly
focusing on Deepwater offshore drilling campaigns and maintenance
activities for Shallow water offshore fi elds in particular. This recovery
is already noted for demand for OSVs in several market segments
and in several regions. Nevertheless, it will only be sustainable if the
market manages to transform and if the main players in offshore Oil &
Gas services fi nd fi nancial solutions for reactivating the most modern
vessels.
The activity forecasts used in the business plan are based,
in particular, on the assumptions that the price per barrel of Brent
will stabilize around US$60 in 2019, reaching US$70 in 2020, with
a possible shortfall in supply relative to demand (predicted by the
International Energy Agency – IEA) following oil companies’ historic
reduction in exploration and production investments since mid-2014.
Recovery of activity should at fi rst start with a gradual rise, but
slower than initially expected, in current 2019 usage rates, while the
increase in daily rates should not come about until 2021, depending
on the rhythm at which the global fl eet of OSVs will balance out.
The business plan reviewed at the end of 2018 thereby refl ects
the recovery, which is slower than in the initial model for the
2019- 2023 period, with rather low prices, and fi erce competition
requiring a strong commercial position together with the disposal of
non- strategic assets.
More specifi cally, the Deepwater offshore and Shallow water offshore
segments should show a slower upturn due to vessel overcapacity,
affecting these commodity segments, particularly in terms of pricing.
The Mobility segment should hold up relatively well, as crew boats
are a less expensive and safer alternative to helicopters, whereas the
Subsea segment should continue to diversify by expanding its range
of activities (“turnkey” projects, ROV construction support, diving,
floatel, and well stimulation) and geographic presence.
Ultimately, the business plan takes into account the
#BOURBONINMOTION strategic plan announced by BOURBON
on February 13, 2018, which aims to respond to a market that is
demanding increasingly efficient optimization of costs. In particular,
the Smart Shipping program should make it possible to reduce
operating costs by connecting modern vessels. The savings
generated are expected to produce their full effect around 2020-2021
in the Deepwater Offshore and Shallow Water Offshore segments,
which have become commodity segments and where the reduction
in operating costs has become a key component in competitiveness.
The result of the value in use assessment is set forth below:
(in € millions) GOODWILL
ECONOMIC ASSETS AS OF 12.31.2018 INCLUDING
GOODWILL***
ESTIMATED VALUE IN USE
EXCESS OF ESTIMATED VALUE IN USE OVER THE VALUE* OF ASSETS
INCLUDING GOODWILL**
Marine & Logistics - DEEP - 549.9 521.4 (28.5)
Marine & Logistics - SHALLOW 6.1 542.3 521.2 (21.1)
Mobility - 194.2 532.5 338.3
Subsea Services 19.2 346.1 551.6 205.5
* Adjusted data: operating joint ventures over which the group exercises joint control are fully consolidated.
** Economic assets = goodwill, intangible assets, property, plant and equipment, and working capital requirement, excluding vessels planned to be sold in
the relatively short term and for which individual impairment allowances have been recognized (see note 3.3).
Taken together, these value in use assessments led to recognizing
the following impairment losses:
3 on the Marine & Logistics - DEEP CGU for €(28.5) million;
3 on the Marine & Logistics - SHALLOW CGU for €(21.1) million.
In accordance with IAS 36 (IAS 36.104 s.), the impairment loss must
be allocated in the following order:
3 reduction in the book value of goodwill allocated to the CGU
(or group of CGUs);
3 then allocation to other assets prorata to the book value of each
asset of the CGU, while taking care that the impairment loss does
not reduce the book value of an asset below the higher of its fair
value less disposal costs (if determinable), and its going concern
value (if determinable), or zero.
The amount of loss that could not be allocated to an asset due
to these limits must be split, prorata, between the other assets of
the CGU. In the event that these limits do not apply, because the
fair value less disposal costs and the going concern value cannot
be individually determined for each asset, the impairment loss is
arbitrarily allocated to assets, other than goodwill, prorata to their
book value.
As a result, in the consolidated fi nancial statements as of December
31, 2018, the impairment loss was allocated as follows:
3 Marine & Logistics - DEEP CGU: allocation to property, plant and
equipment, on isolated assets, up to their fair value, for €(28.5)
million;
3 Marine & Logistics - SHALLOW CGU:
3 Goodwill for €(6.1) million, which fully impairs the goodwill
allocated to the SHALLOW CGU,
3 Property, plant and equipment of specifi c assets, within the
limit of their fair value, in the amount of €(15.0) million.
138 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Notes to the consolidated financial statements
The amount of provisions for impairment for assets excluding goodwill is presented in note 3.3 on property, plant and equipment.
The results of the sensitivity analyses performed on individual changes to the assumptions used are presented below and represent the
impacts as compared with the estimated going concern values presented in the previous table:
(in € millions)
IMPACT ON THE CGUS’ VALUE IN USE
0.5 PT DECREASE IN THE DISCOUNT
RATE
0.5 PT INCREASE IN THE DISCOUNT
RATE
0.5 PT DECREASE IN THE GROWTH
RATE
0.5 PT INCREASE IN THE GROWTH
RATE
10% DECREASE IN CASH FLOWS
10% INCREASE IN CASH FLOWS
Marine & Logistics - DEEP 47.1 (41.2) (30.9) 35.1 (52.1) 52.1
Marine & Logistics - SHALLOW 56.0 (49.0) (42.2) 48.0 (52.1) 52.1
Mobility 36.4 (32.0) (26.5) 30.2 (53.2) 53.2
Subsea Services 49.3 (43.2) (36.8) 41.8 (55.2) 55.2
Taking into account the individual changes to the assumptions used, the estimated excess amount of value in use over the value of the assets
of each CGU would be:
(in € millions)
EXCESS AMOUNT OF VALUE IN USE OF ECONOMIC ASSETS
0.5 PT DECREASE IN THE DISCOUNT
RATE
0.5 PT INCREASE IN THE DISCOUNT
RATE
0.5 PT DECREASE IN THE GROWTH
RATE
0.5 PT INCREASE IN THE GROWTH
RATE
10% DECREASE IN CASH FLOWS
10% INCREASE IN CASH FLOWS
Marine & Logistics - DEEP 18.6 (69.7) (59.4) 6.7 (80.6) 23.7
Marine & Logistics - SHALLOW 34.9 (70.1) (63.3) 26.9 (73.2) 31.0
Mobility 374.7 306.3 311.8 368.5 285.1 391.6
Subsea Services 254.8 162.3 168.7 247.3 150.3 260.7
Under each scenario, the individual rates according to which an impairment would have to be recorded are the following:
MARINE & LOGISTICS - DEEP
MARINE & LOGISTICS
- SHALLOW MOBILITY SUBSEA
Discount rate of: n/a n/a 23.6% 13.5%
Growth rate of: n/a n/a
no impairment even in the event
of a growth rate of zero
Decrease in cash fl ows of: n/a n/a 63.5% 37.3%
Moreover, the 2019-2023 business plan and normative cash fl ows were established on the basis of an EUR/USD exchange rate of 1.15. The
table below shows the impact of an exchange rate fluctuation of +/-5 cents on these estimated values in use:
(in € millions)
IMPACT ON THE CGUS’ VALUE IN USE
EUR/USD RATE: - 5 CTS, I.E. €1 = US$1.10
EUR/USD RATE: +5 CTS, I.E. €1 = US$1.20
Marine & Logistics - DEEP 67.5 (59.1)
Marine & Logistics - SHALLOW 62.1 (57.3)
Mobility 64.8 (59.5)
Subsea Services 67.9 (62.4)
Taking into account these EUR/USD exchange rate fluctuations, the excess amount of the estimated value in use of the assets of each CGU
would be as follows:
(in € millions)
EXCESS AMOUNT OF VALUE IN USE OF ECONOMIC ASSETS
EUR/USD RATE: - 5 CTS, I.E. €1 = US$1.10
EUR/USD RATE: +5 CTS, I.E. €1 = US$1.20
Marine & Logistics - DEEP 39.0 (87.6)
Marine & Logistics - SHALLOW 41.0 (78.4)
Mobility 403.1 278.8
Subsea Services 273.4 143.1
139BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Notes to the consolidated financial statements
Lastly, the following tables present the sensitivity analyses obtained when combining several assumptions:
EUR/USD exchange rate (2019-2023 business plan and normative cash fl ows) and discount rate:
(in € millions)
IMPACT ON THE CGUS’ VALUE IN USE
0.5 PT DECREASE IN THE DISCOUNT
RATE AND EXCHANGE RATE
OF €1 = US$1.10
0.5 PT DECREASE IN THE DISCOUNT
RATE AND EXCHANGE RATE
OF €1 = US$1.20
0.5 PT INCREASE IN THE DISCOUNT
RATE AND EXCHANGE RATE
OF €1 = US$1.10
0.5 PT INCREASE IN THE DISCOUNT
RATE AND EXCHANGE RATE
OF €1 = US$1.20
Marine & Logistics - DEEP 119.2 (16.2) 22.1 (96.6)
Marine & Logistics - SHALLOW 123.0 (5.7) 8.8 (102.3)
Mobility 105.3 (27.0) 29.1 (88.2)
Subsea Services 122.4 (17.7) 20.2 (101.5)
(in € millions)
EXCESS AMOUNT OF VALUE IN USE OF ECONOMIC ASSETS
0.5 PT DECREASE IN THE DISCOUNT
RATE AND EXCHANGE RATE
OF €1 = US$1.10
0.5 PT DECREASE IN THE DISCOUNT
RATE AND EXCHANGE RATE
OF €1 = US$1.20
0.5 PT INCREASE IN THE DISCOUNT
RATE AND EXCHANGE RATE
OF €1 = US$1.10
0.5 PT INCREASE IN THE DISCOUNT
RATE AND EXCHANGE RATE
OF €1 = US$1.20
Marine & Logistics - DEEP 90.8 (44.7) (6.3) (125.1)
Marine & Logistics - SHALLOW 101.9 (26.8) (12.3) (123.4)
Mobility 443.6 311.3 367.4 250.1
Subsea Services 327.9 187.8 225.7 104.0
Perpetual growth rate and discount rate:
(in € millions)
IMPACT ON THE CGUS’ VALUE IN USE
0.5 PT DECREASE IN THE DISCOUNT RATE AND 0.5 PT
DECREASE IN THE GROWTH RATE
0.5 PT DECREASE IN THE DISCOUNT RATE AND 0.5 PT INCREASE IN THE
GROWTH RATE
0.5 PT INCREASE IN THE DISCOUNT
RATE AND 0.5 PT DECREASE IN THE
GROWTH RATE
0.5 PT INCREASE IN THE DISCOUNT
RATE AND 0.5 PT INCREASE IN THE
GROWTH RATE
Marine & Logistics - DEEP 11.2 88.2 (68.1) (11.0)
Marine & Logistics - SHALLOW 7.4 111.8 (85.9) (7.3)
Mobility 5.9 71.3 (55.3) (5.8)
Subsea Services 7.0 97.9 (75.4) (6.9)
(in € millions)
EXCESS AMOUNT OF VALUE IN USE OF ECONOMIC ASSETS
0.5 PT DECREASE IN THE DISCOUNT RATE AND 0.5 PT
DECREASE IN THE GROWTH RATE
0.5 PT DECREASE IN THE DISCOUNT RATE AND 0.5 PT INCREASE IN THE
GROWTH RATE
0.5 PT INCREASE IN THE DISCOUNT
RATE AND 0.5 PT DECREASE IN THE
GROWTH RATE
0.5 PT INCREASE IN THE DISCOUNT
RATE AND 0.5 PT INCREASE IN THE
GROWTH RATE
Marine & Logistics - DEEP (17.2) 59.8 (96.5) (39.4)
Marine & Logistics - SHALLOW (13.7) 90.7 (107.0) (28.4)
Mobility 344.2 409.7 283.1 332.5
Subsea Services 212.5 303.4 130.1 198.6
140 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Notes to the consolidated financial statements
3.2 INTANGIBLE ASSETS
Intangible assets can be analyzed as follows:
(in € millions) GROSSGROSS AMORTIZATION
AND IMPAIRMENT NET
01.01.2017 44.3 (30.4) 14.0
Acquisitions 2.5 (2.3) 0.2
Disposals (1.9) 1.9 (0.0)
Change in scope - - -
Currency translation adjustment (1.4) 0.4 (0.9)
Reclassification and other changes (0.3) 0.3 (0.0)
IFRS 5 reclassification* - - -
12.31.2017 43.2 (30.0) 13.2
Acquisitions 1.2 (2.8) (1.6)
Disposals (0.0) 0.0 -
Change in scope - - -
Currency translation adjustment 0.4 (0.2) 0.3
Reclassification and other changes (0.1) 0.0 (0.1)
IFRS 5 reclassification* - - -
12.31.2018 44.7 (32.9) 11.8
* Reclassification of discontinued operations / operations held for sale.
The change in the gross value of the intangible assets is as follows:
(in € millions)R&D
COSTSCONCESSIONS AND PATENTS
BUSINESS GOODWILL
OTHER INTANGIBLE ASSETS
INTANGIBLE ASSETS IN PROGRESS TOTAL
01.01.2017 0.1 27.8 - 14.2 2.3 44.3
Acquisitions - 0.0 - 0.3 2.1 2.5
Disposals - (1.8) - (0.2) - (1.9)
Change in scope - - - - -
Currency translation adjustment - (0.0) (0.1) (1.3) - (1.4)
Reclassification and other changes - 3.7 1.0 (1.4) (3.6) (0.3)
IFRS 5 reclassification* - - - - - -
12.31.2017 0.1 29.7 0.9 11.6 0.9 43.2
Acquisitions - 0.4 - 0.1 0.8 1.2
Disposals - - - (0.0) - (0.0)
Change in scope - - - - -
Currency translation adjustment - 0.0 0.0 0.4 - 0.4
Reclassification and other changes - 0.4 - 0.6 (1.1) (0.1)
IFRS 5 reclassification* - - - - - -
12.31.2018 0.1 30.4 1.0 12.6 0.6 44.7
* Reclassification of discontinued operations / operations held for sale.
141BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Notes to the consolidated financial statements
Amortizations and impairments of intangible assets break down as follows:
(in € millions)R&D
COSTSCONCESSIONS AND PATENTS
BUSINESS GOODWILL
OTHER INTANGIBLE ASSETS
INTANGIBLE ASSETS IN PROGRESS TOTAL
01.01.2017 (0.1) (24.0) - (6.0) (0.3) (30.4)
Acquisitions - (2.1) - (0.2) - (2.3)
Impairments - - -
Disposals - 1.8 - 0.2 - 1.9
Change in scope - - - - - -
Currency translation adjustment - 0.0 0.1 0.4 - 0.4
Reclassification and other changes - (0.1) (1.0) 1.1 0.3 0.3
IFRS 5 reclassification* - - - - - -
12.31.2017 (0.1) (24.4) (0.9) (4.6) - (30.0)
Provisions for amortization - (2.4) - (0.4) - (2.8)
Impairments - - - - - -
Disposals - - - 0.0 - 0.0
Change in scope - - - - - -
Currency translation adjustment - (0.0) (0.0) (0.1) - (0.2)
Reclassification and other changes - - - 0.0 - 0.0
IFRS 5 reclassification* - - - - - -
12.31.2018 (0.1) (26.8) (1.0) (5.0) - (32.9)
* Reclassification of discontinued operations / operations held for sale.
3.3 PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment was worth €1,638.2 million as of December 31, 2018, and broke down as follows:
(in € millions) GROSS
DEPRECIATION, AMORTIZATION
AND PROVISIONS NET
01.01.2017 4,084.9 (1,647.3) 2,437.6
Acquisitions 65.6 (444.7) (379.1)
Disposals (122.7) 75.7 (47.1)
Change in scope - - -
Currency translation adjustment (161.5) 74.6 (86.9)
Reclassification and other changes (3.9) 2.7 (1.2)
IFRS 5 reclassification* - - -
12.31.2017 3,862.3 (1,939.0) 1,923.2
Acquisitions 72.2 (262.0) (189.9)
Disposals (200.4) 161.1 (39.4)
Change in scope (78.4) 12.1 (66.3)
Currency translation adjustment 34.2 (11.8) 22.4
Reclassification and other changes (1.1) 1.2 0.1
IFRS 5 reclassification* (71.3) 59.4 (12.0)
12.31.2018 3,617.4 (1,979.2) 1,638.2
* Reclassification of discontinued operations / operations held for sale.
142 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Notes to the consolidated financial statements
Details of gross property, plant and equipment:
(in € millions) LAND BUILDINGSINVESTMENT
PROPERTIESTECHNICAL
FACILITIES
VESSELS, OVERHAUL AND
CAPITAL EXPENDITURES
ON LEASED VESSELS
OTHER PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT
IN PROGRESS TOTAL
01.01.2017 1.6 42.3 0.7 11.3 3,938.0 10.2 80.8 4,084.9
Acquisitions - 0.0 - 0.3 36.9 0.3 28.1 65.6
Disposals - (0.7) - (0.4) (97.1) (0.3) (24.2) (122.7)
Change in
scope - - - - - - - -
Currency
translation
adjustment (0.1) (3.9) - (0.5) (153.6) (0.7) (2.7) (161.5)
Reclassification
and other
changes - (0.1) - 0.2 0.3 0.1 (4.5) (3.9)
IFRS 5
reclassification* - - - - - - -
12.31.2017 1.6 37.7 0.7 10.8 3,724.5 9.5 77.4 3,862.3
Acquisitions - 0.2 - 0.1 34.8 0.3 36.7 72.2
Disposals - (0.3) - (0.1) (173.7) (0.1) (26.3) (200.4)
Change in
scope - - - - (78.4) (0.0) - (78.4)
Currency
translation
adjustment 0.0 1.4 - 0.2 31.5 0.2 0.9 34.2
Reclassification
and other
changes 0.4 1.1 - 0.0 3.0 (0.0) (5.6) (1.1)
IFRS 5
reclassification* - - - - (71.3) - - (71.3)
12.31.2018 2.0 40.1 0.7 11.1 3,470.5 9.9 83.2 3,617.4
* Reclassification of discontinued operations / operations held for sale.
143BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Notes to the consolidated financial statements
3 Details of depreciation and impairment on property, plant and equipment
(in € millions) LAND BUILDINGSINVESTMENT
PROPERTIESTECHNICAL
FACILITIES
VESSELS, OVERHAUL AND
CAPITAL EXPENDITURES ON
LEASED VESSELS
OTHER PROPERTY,
PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT
IN PROGRESS TOTAL
01.01.2017 - (18.1) - (8.7) (1,601.8) (8.8) (9.8) (1,647.3)
Provisions for
amortization - (2.7) - (0.8) (243.7) (0.7) (0.0) (247.8)
Impairments - - (196.0) (0.8) (196.8)
Disposals - 0.7 - 0.4 74.3 0.3 - 75.7
Change in
scope - - - - - -
Currency
translation
adjustment - 1.5 - 0.3 72.1 0.7 - 74.6
Reclassification
and other
changes - 0.0 - 0.2 (0.1) 0.1 2.6 2.7
IFRS 5
reclassification* - - - - -
12.31.2017 - (18.5) - (8.7) (1,895.3) (8.5) (8.0) (1,939.0)
Provisions for
amortization - (2.3) - (0.7) (187.8) (0.6) (1.1) (192.4)
Impairments - - - - (69.5) - (0.1) (69.7)
Disposals - 0.3 - 0.1 160.6 0.1 0.0 161.1
Change in
scope - - - 12.1 0.0 - 12.1
Currency
translation
adjustment - (0.7) - (0.2) (10.8) (0.2) - (11.8)
Reclassification
and other
changes - (0.0) - - 0.4 0.1 0.7 1.2
IFRS 5
reclassification* - - - - 59.4 - - 59.4
12.31.2018 - (21.2) - (9.5) (1,930.9) (9.1) (8.5) (1,979.2)
* Reclassification of discontinued operations / operations held for sale.
As of December 31, 2017, impairment had been recognized for 41
vessels that cannot be connected (termed the “non-smart fleet”),
as well as for seven other specialized vessels. The impairments
recognized for the year amounted to a total of €(196.8) million. These
vessels were intended to be sold “as is where is” at the current market
price as part of the #BOURBONINMOTION strategic plan. As these
vessels are no longer part of their respective CGUs at December 31;
2017, they were tested individually.
In accordance with IAS 36, the recoverable amount of an asset or
cash- generating unit is defined as the higher of its fair value less
disposal costs, and its useful value. Since the cash fl ows generated by
the ongoing use of these vessels until their disposal were insignificant,
the group had opted for measurement on the basis of fair value less
disposal costs (these costs being considered as insignificant by
management), pursuant in particular to IAS 36.21.
The provisions of IFRS 13 were also applied to determine this fair value
less disposal costs. The group based itself in particular on offers and
estimates transmitted by independent shipbrokers considering that
these stacked vessels are being sold simultaneously “as is where
is”, and based on their being offered for sale at the same time, with
transaction and reactivation costs payable by the purchasers.
At December 31, 2018, after review of the relevant vessels, the group
still holds 30 non-smart vessels. Out of the fl eet of 41 non-smart
vessels initially identifi ed, 8 were sold during the fi scal year at a price
close to the estimated fair values, generating a gain of €0.5 million.
3 AHTS vessels were also reintegrated into the active fl eet and to the
Deep CGU due to a new commercial outlook. Out of the 30 non-smart
vessels, the group also decided in fi scal year 2018 to scrap 8 of them,
leading to recording a fair value for these vessels of zero.
As well, the group has 11 vessels that it considers non-strategic at
December 31, 2018. Out of the initial fl eet of 7 vessels, 2 non- strategic
vessels were sold at a price close to their estimated fair value, but did
not generate any gain or loss for the period. Furthermore, the group
decided in the 2018 fi scal year to sell another 6 specifi c vessels. These
vessels therefore were pulled out of their CGUs and tested individually.
The fair values of these vessels were therefore remeasured at
December 31, 2018 according to the same principles as applied in
2017, leading to a recognition of additional impairments of €(26.2)
million for fi scal year 2018. Once again, in order to preserve its
legitimate interests in the prospect of future transactions, the group
does not want to disclose the values of the impaired vessels.
144 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Notes to the consolidated financial statements
These assets are still not, as a group, classifi ed as non-current assets
held for sale in accordance with IFRS 5 in the fi nancial statements for
the year ended December 31, 2018.
To this end, the fi ve following criteria must be met, no later than on
the closing date:
i) available for immediate sale;
ii) the sale is highly probable (sale plan initiated and decided by the
appropriate management level, including the launch of an active
disposal program at a reasonable price, etc.);
iii) sale expected to take place within one year;
iv) low likelihood that the plan will be significantly changed or
withdrawn;
v) book value of the assets mainly recovered through their sale,
rather than continuous use.
However, as of December 31, 2018 , the criterion of immediate
availability of all vessels was not met, as some vessels had been
pledged to secure fi nancing; and / or the schedule for the sale of
these vessels could exceed the maximum period of one year.
However, the group did identify 3 non-smart vessels and 2 other
non-strategic vessels which met all the criteria on the closing date.
These were therefore reclassifi ed to non-current assets held for sale
in the fi nancial statements as of December 31, 2018 for a total book
value of €12 million.
In addition, as described in note 3.1 on Goodwill, impairment losses
on vessels (isolated assets) up to the limit of their fair value were
recognized at December 31, 2018:
3 on vessels belonging to the Marine & Logistics - DEEP CGU, for
a total of €(28.5) million;
3 on vessels belonging to the Marine & Logistics - SHALLOW CGU,
for a total of €(15.0) million.
Property, plant and equipment presented above include assets held under finance leases which break down as follows:
3 Details of gross property, plant and equipment held under finance leases:
(in € millions) LAND BUILDINGSTECHNICAL
FACILITIESVESSELS AND
MAINTENANCE
OTHER PROPERTY, PLANT AND EQUIPMENT TOTAL
01.01.2017 - - - 109.2 - 109.2
Acquisitions - - - 0.6 - 0.6
Disposals - - - - - -
Change in scope - - - - - -
Currency translation
adjustment - - - (0.1) - (0.1)
Reclassification and other
changes - - - 17.4 - 17.4
12.31.2017 - - - 127.0 - 127.0
Acquisitions - - - 3.5 - 3.5
Disposals - - - (3.3) - (3.3)
Change in scope - - - - - -
Currency translation
adjustment - - - (0.0) - (0.0)
Reclassification and other
changes - - - - - -
12.31.2018 - - - 127.2 - 127.2
Financial liabilities related to fixed assets under finance lease arrangements correspond to the discounted value of the minimum payments for
the lease. The amounts of the financial liabilities as well as their due dates are presented in note 3.13.
145BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Notes to the consolidated financial statements
3 Details of depreciation and impairment on property, plant and equipment under finance leases:
(in € millions) LAND BUILDINGSTECHNICAL
FACILITIESVESSELS AND
MAINTENANCE
OTHER PROPERTY, PLANT AND EQUIPMENT TOTAL
01.01.2017 - - - (31.9) - (31.9)
Provisions for amortization - - - (9.5) - (9.5)
Disposals - - - - - -
Impairment - - - - - -
Change in scope - - - - - -
Currency translation
adjustment - - - 0.0 - 0.0
Reclassification and other
changes - - - 3.5 - 3.5
12.31.2017 - - - (37.8) - (37.8)
Provisions for amortization - - - (10.4) - (10.4)
Disposals - - - 3.3 - 3.3
Impairment - - - - - -
Change in scope - - - - - -
Currency translation
adjustment - - - 0.0 - 0.0
Reclassification and other
changes - - - - - -
12.31.2018 - - - (44.9) - (44.9)
3.4 INVESTMENTS IN AFFILIATES UNDER THE EQUITY METHOD
The interests in affiliates under the equity method include associates over which the Company has a significant influence as well as jointly
controlled joint ventures.
As of December 31, 2018, investments in affi liates amounted to €23.7 million.
(in € millions)
INVESTMENTS IN AFFILIATES UNDER THE
EQUITY METHOD
01.01.2017 14.8
Share of net income 2.0
Dividends paid (0.2)
Change in consolidation scope and other 5.1
Currency translation adjustment (1.8)
12.31.2017 19.9
Share of net income 1.9
Dividends paid (0.2)
Change in consolidation scope and other 2.5
Currency translation adjustment (0.3)
12.31.2018 23.7
As of December 31, 2018, investments in affiliates under the equity
method mainly consisted of equity interests held in joint ventures.
It should be noted that, in accordance with revised IAS 28, the Group
recognized a liability for the companies showing a negative net
asset and for which there exists a legal or implied obligation for the
group . Liabilities thus recorded as of December 31, 2018 totaled
€1.2 million.
The share in income (loss) of affiliates under the equity method shown
in the statement of comprehensive income includes the provision for
the negative net assets recognized at December 31, 2018 (see note
3.12).
Moreover, as of this date, there are no unrecognized liabilities
associated with interests in companies consolidated by the equity
method.
146 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Notes to the consolidated financial statements
3.4.1 Aggregate financial information
The main financial items of the companies consolidated by the equity method are presented below (figures indicated at 100%, unless otherwise
indicated); as well as individual data for the most significant company:
(in € millions) 12.31.2018
OF WHICH SONASURF
ANGOLA
OF WHICH IAS 29
IMPACT 12.31.2017
OF WHICH SONASURF
ANGOLA
OF WHICH IAS 29
IMPACT
Non-current assets 80.0 9.0 4.9 86.3 14.4 6.9
Current assets 78.1 42.7 0.4 81.9 51.2 0.9
Total assets 158.1 51.8 5.3 168.2 65.6 7.8
Non-current liabilities 77.8 (1.1) 3.7 79.0 9.3 5.5
Current liabilities 80.3 52.9 1.6 88.3 55.5 2.3
Total liabilities 158.1 51.8 5.3 167.3 64.7 7.8
Revenues 119.5 49.2 4.2 145.5 70.8 5.5
Net income 2.4 (6.6) 1.6 7.9 1.5 2.3
Other comprehensive income: share of
affiliates under the equity method 0.2 ns ns (1.8) ns ns
The principal subsidiary consolidated using the equity method is
Sonasurf Angola, a 50% held operating joint venture under joint
control. Note that Angola was recognized as hyperinflationary as
from 2017. Accordingly, the financial statements of Sonasurf Angola
were consolidated on the basis of IAS 29, of which the full impact is
detailed in the table above.
The list of companies recognized according to the equity method
can be found in note 5.8.2.
3.4.2 Commitments given or received for associated or joint venture companies
At December 31, 2018, loans guaranteed by mortgages or pledges
of equipment or securities totaled €27.3 million, as against €32.1
million at December 31, 2017. The total value of pledged assets was
€55 million.
3.4.3 Transactions with associates and joint ventures
The financial statements include certain commercial transactions between the group and its associates and joint ventures. The main
transactions were the following:
(in € millions) 12.31.2018 12.31.2017
Revenues 29.5 41.9
Direct costs (6.7) (12.2)
Trade receivables 53.4 47.0
Trade payables 30.6 30.0
3.5 NON-CURRENT FINANCIAL ASSETS
The non-current portion of the financial assets is detailed below:
(in € millions) 12.31.2018 12.31.2017
Equity interests in non-consolidated companies 0.1 0.1
Receivables from non-consolidated companies - -
Loans and securities 14.8 16.1
Financial assets at fair value - -
Other non-current financial assets 2.4 4.3
Derivative fi nancial instruments 0.0 0.0
TOTAL 17.3 20.6
Loans and securities mainly include vendor loans associated with certain vessel disposals.
A loan with a consolidated special purpose company of which the group lost control at the end of 2018 was recognized as a fi nancial asset at
amortized cost for €27.7 million, then fully impaired.
147BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Notes to the consolidated financial statements
The following tables show the change in the gross values and impairment losses for equity interests in non-consolidated companies, loans and
guarantees as well as the financial assets at fair value.
3 Change in gross values:
(in € millions)
EQUITY INTERESTS IN NON-CONSOLIDATED
COMPANIES
OTHER RECEIVABLES FROM NON-
CONSOLIDATED COMPANIES
LOANS, GUARANTEES
FINANCIAL ASSETS AT FAIR VALUE TOTAL
01.01.2017 0.2 - 160.9 0.1 161.3
Acquisitions - - 5.3 - 5.3
Disposals - - (5.4) (0.1) (5.5)
Change in consolidation scope - - - -
Currency translation adjustment - - (1.7) - (1.7)
Reclassification and other changes - - (133.7) - (133.7)
12.31.2017 0.2 - 25.4 (0.0) 25.6
Acquisitions - - 3.7 - 3.7
Disposals (0.0) - (2.2) - (2.2)
Changes in fair value - - - - -
Change in consolidation scope 0.1 - 27.7 - 27.8
Currency translation adjustment - - 0.3 - 0.3
Reclassification and other changes - - (8.2) - (8.2)
12.31.2018 0.3 - 46.6 (0.0) 47.0
3 Change in impairments:
(in € millions)
EQUITY INTERESTS IN NON-CONSOLIDATED
COMPANIES
OTHER RECEIVABLES FROM NON-
CONSOLIDATED COMPANIES
LOANS, GUARANTEES
FINANCIAL ASSETS AT FAIR VALUE TOTAL
01.01.2017 (0.2) - (0.0) - (0.2)
Net provisions - - (9.4) - (9.4)
Disposals - - - - -
Change in consolidation scope - - - - -
Currency translation adjustment - - 0.2 - 0.2
Reclassification and other changes - - - - -
12.31.2017 (0.2) - (9.2) - (9.4)
Net provisions - - (27.2) - (27.2)
Disposals - - - - -
Change in consolidation scope (0.1) - - - (0.1)
Currency translation adjustment - - (0.1) - (0.1)
Reclassification and other changes - - 4.7 - 4.7
12.31.2018 (0.3) - (31.9) - (32.1)
Derivative instruments are outlined in note 3.18.
148 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Notes to the consolidated financial statements
3.6 INVENTORIES AND WORK IN PROGRESS
With a net value of €51.4 million as of December 31, 2018, inventories and work in progress broke down as follows:
3 Gross Values
(in € millions) 12.31.2018 12.31.2017
Gross Values
Raw materials and supplies 61.3 69.1
Work in progress 1.3 1.2
Finished and intermediate products 0.0 0.0
Merchandise - -
TOTAL 62.6 70.3
3 Impairments
(in € millions) 12.31.2018 12.31.2017
Impairments
Raw materials and supplies (11.2) (5.1)
Work in progress - -
Finished and intermediate products - -
Merchandise - -
TOTAL (11.2) (5.1)
The provision of €(11.2) million recognized at December 31,
2018 is still partly linked to the new strategy and the decision to
sell vessels considered as “non-smart”. Spare parts linked to this
fl eet were impaired for €(1.2) million. It also includes a provision for
over-stocked spare parts and intended for sale for a total amount of
€(7.0) million related to their market value. Lastly, obsolete parts were
fully provisioned for €(2.1) million.
3.7 TRADE AND OTHER RECEIVABLES, CURRENT FINANCIAL ASSETS AND OTHER CURRENT ASSETS
Receivables with maturity of under one year are classified as current assets.
The current portion of the financial assets is detailed below:
(in € millions)
12.31.2018 01.01.2018 - IFRS 9 IMPACT 12.31.2017
GROSS IMPAIRMENTS NET GROSS IMPAIRMENTS NET GROSS IMPAIRMENTS NET
Trade and other receivables 363.2 (27.3) 335.9 382.1 (34.5) 347.6 382.1 (34.5) 347.6
Current financial assets 17.3 (13.7) 3.7 60.5 (18.5) 42.1 63.5 (18.5) 45.0
Other current assets 17.4 - 17.4 27.5 - 27.5 27.5 - 27.5
TOTAL 397.9 (40.9) 357.0 470.1 (53.0) 417.1 473.0 (53.0) 420.0
Current financial assets and the other current assets break down as follows:
(in € millions) 12.31.2018 01.01.2018 IFRS 9 IMPACT 12.31.2017
Loans and securities 3.5 17.4 (22.9) 40.3
Accrued interest on loans and receivables 0.0 4.2 - 4.2
Financial assets at fair value through profit and loss - 20.0 20.0 -
Derivative fi nancial instruments 0.1 0.4 - 0.4
TOTAL CURRENT FINANCIAL ASSETS 3.7 42.1 (2.9) 45.0
State, Income tax 3.5 10.8 - 10.8
Prepaid expenses 13.9 16.7 - 16.7
TOTAL OTHER CURRENT ASSETS 17.4 27.5 - 27.5
Derivative instruments are presented in note 3.18.
149BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Notes to the consolidated financial statements
3.8 CASH AND CASH EQUIVALENTS
The group ’s cash includes an “available portion”, a “reserved” portion
and a “blocked” potion.
“Available” cash can be used at any time by the group to meet
its operating needs - as the servicing of the debt and the lease
payments are currently suspended.
“Reserved” cash is located in certain geographical areas and is not
entirely available due to local fi nancing agreements, which restrict
the movements of said cash to local requirements and limit the
distribution of dividends toward the group .
“Blocked” cash corresponds to the cash of certain consolidated
special purpose companies. These companies, which hold
BOURBON vessels operating solely for the group , are fully
consolidated, in accordance with IFRS 10, in the group ’s
consolidated fi nancial statements. The cash of these companies is
ultimately attributable to the group once the latter buys back the
non-controlling interests in said companies.
Cash and cash equivalents break down as follows:
(in € millions) 12.31.2018 12.31.2017
Marketable securities (0.0) (0.0)
Other investments - -
Accrued interest 0.2 0.2
C ash and cash equivalents 216.9 243.5
TOTAL 217.1 243.6
This cash must be assumed to be net, taking into account the €43.9 million in bank overdrafts at December 31, 2018.
(in € millions) 12.31.2018 12.31.2017
“Available” cash 166.0 175.3
“Reserved” cash 32.0 45.9
“Blocked” cash 19.1 22.5
Bank overdrafts and short-term lines (43.9) (76.4)
NET CASH 173.2 167.2
3.9 SHAREHOLDERS’ EQUITY
Share Capital
As of December 31, 2018, the share capital stood at €49,227,780
and was made up of 77,499,214 fully paid-up shares with a par
value rounded to €0.64.
Other equity capital: issuance of Perpetual Deeply Subordinated Notes
During the first half of 2014, BOURBON Corporation performed
its first bond issue of €100 million in the form of Perpetual Deeply
Subordinated Notes (TSSDI). These perpetual securities give
BOURBON Corporation SA the right to repay them at par starting in
October 2017. They bore a coupon payable every six months at a
fixed rate of 4.70% for the first three years.
At the end of the first three years, the loan is repayable at par solely
at the group ’s initiative. In the event of non-repayment at that time,
the coupon will be stepped up as follows:
3 years 4 to 6: “Reset 3-year Midswap Fixed Interest Rate”
+650 bps;
3 years 7 to 9: “Reset 3-year Midswap Fixed Interest Rate”
+850 bps;
3 years 10 and after: Floating Interest Rate 3-mth Euribor
+1,050 bps.
From year 10, the coupon will be payable on a quarterly basis instead
of a half-year basis.
The clauses that trigger payment of the coupons are as follows:
3 dividend payment on equity securities;
3 purchase of equity securities;
3 purchase or redemptions of any parity securities.
The payment of interest remains optional in all other cases. In the
event of non-payment of interest, the interest is capitalized. Unpaid,
capitalized interest becomes payable:
3 on the date of the next coupon payment;
3 in the event that the loan is repaid;
3 in the event of a court-ordered liquidation (whether or not
voluntary) of the issuer.
Early repayment clauses were deemed “not genuine” within the
meaning of IAS 32.
In April 2015, BOURBON Corporation decided to increase the
amount of its Perpetual Deeply Subordinated Notes (TSSDI) issue
by €20 million, in the form of a contribution of fungible securities.
This new issue was also fully recognized in equity under IFRS, since
it meets the criteria for classification as an equity instrument defined
by IAS 32.
150 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Notes to the consolidated financial statements
Holders of Perpetual Deeply Subordinated Notes (TSSDIs) were
called to a General Meeting on April 20, 2018. BOURBON sought and
obtained the approval of the General Meeting of holders of TSSDIs to
defer by one year the next interest payment date under the TSSDIs
for an approximate amount of €3.9 million due on April 24, 2018
to April 24, 2019, which shall bear interest from October 24, 2018
(included) to April 24, 2019 (excluded) at the rate applicable to the
TSSDIs. This interest, amounting to €3.9 million, was incorporated
into shareholders’ equity.
As of December 31, 2018, accrued interest not due amounted to
€5.4 million.
Non-controlling interests
The non-controlling interests stood at €75.5 million as of December 31, 2018.
(in € millions) 2018 2017
At January 1 72.3 111.8
Profit (loss) for the period: portion made up of non-controlling interests 6.5 (32.6)
Dividends paid to non-controlling interests (3.8) (9.8)
Portion of non-controlling interests in other comprehensive income: 2.2 (3.8)
Cash flow hedge - 0.1
Employee benefi t obligations - -
Profits and losses from the currency translation of the financial statements of foreign
subsidiaries 2.2 (4.0)
Eff ect of changes in the percentage interest in consolidated affiliates (1.8) 6.9
At December 31 75.5 72.3
3.10 STOCK SUBSCRIPTION OR PURCHASE OPTION PLANS
BOURBON Corporation SA issued 11 stock option subscription or purchase plans, one of which was in force on December 31, 2018,
representing 637,000 stock options at that date. The valuation and accounting methods for these stock option plans are shown in detail in
note 1.5.13, and their main characteristics are shown in the table below:
DECEMBER 2013
Date of authorization by the Combined General Meeting June 1, 2011
Date of authorization by the Board of Directors December 2, 2013
Number of stock options authorized 1,037,000
Total number of allotted stock options adjusted as at 12.31.2018 637,000
Number of beneficiaries 68
Start date December 2017
Expiration date December 2019
Subscription price in euros adjusted as at 12.31.2017 €19.68
Subscription price in euros (before adjustment) €19.68
Price per share:
Price per share on the grant date (before adjustment) €19.11
Fair value of options:
Fair value of the options with no original market condition (before adjustment) €3.09
Fair value of the options with original market condition (before adjustment) €2.67
Risk-free interest rate 0.82%
Dividend yield 4.1%
Volatility 31.57%
Contractual acquisition period 4 years
No expense was recorded for the fi scal year for this stock option plan (compared to €(0.1) million in 2017).
151BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Notes to the consolidated financial statements
3.11 TREASURY SHARES
The treasury shares held by the group on the closing date were deducted from consolidated shareholders’ equity. The cumulative impact at the
end of 2018 was €(1.0) million, as compared with €( 1.2) million as of December 31, 2017. The number of BOURBON Corporation SA treasury
shares as of December 31, 2018 was 135,881 after final allocation to the bonus share plan.
3.12 EMPLOYEE BENEFIT OBLIGATIONS AND OTHER PROVISIONS
Provisions can be analyzed as follows:
(in € millions)
EMPLOYEE BENEFIT
OBLIGATIONSBUSINESS
RISKSTAX
AUDITSOTHER TAX
RISKS
OTHER PROVISIONS FOR
RISKS AND CONTINGENCIES
PROVISIONS FOR MAJOR
MAINTENANCE TOTAL
01.01.2017 16.7 4.5 13.9 8.9 11.2 64.5 119.8
of which current portion 1.9 - - - - 29.0 30.9
Provisions for the year 1.8 0.1 2.5 0.9 1.8 12.9 20.0
Used during the year (1.3) (0.8) (0.8) (0.6) (2.6) (6.4) (12.5)
Unused amount reversed (0.6) (0.3) (0.1) (0.2) (3.5) (7.6) (12.2)
Change in consolidation
scope - - - - - - -
Currency translation
adjustment (0.0) (0.4) - (0.7) (0.3) (2.0) (3.3)
Reclassification and other
changes 0.3 - - - (1.8) - (1.5)
12.31.2017 16.9 3.1 15.5 8.4 4.8 61.5 110.2
of which current portion 1.8 - - - - 23.9 25.8
Provisions for the year 2.1 0.2 3.9 0.4 33.3 14.3 54.2
Used during the year (1.1) (0.1) (0.0) (0.4) (0.2) (7.9) (9.7)
Unused amount reversed (1.2) (0.0) (0.5) (0.4) (1.0) (4.4) (7.5)
Change in consolidation
scope - - - - - - -
Currency translation
adjustment 0.0 (0.2) - (0.1) (0.4) 0.4 (0.4)
Reclassification and other
changes 0.4 - - - - - 0.4
12.31.2018 17.1 3.0 18.9 7.9 36.4 63.7 147.1
of which current portion 2.0 - - - 25.0 42.7 69.7
The change in provisions for major maintenance comes notably from
the review and optimization of the plans to overhaul leased vessels.
The utilizations correspond to the major classifi cation maintenance
that actually took place.
A provision of €25 million was also made following the loss of control
of a consolidated special purpose company.
It should be noted that the short-term portion (current portion) of the
provisions is reported in the statement of financial position on the line
“Provisions – current portion”.
152 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Notes to the consolidated financial statements
Employee benefit obligations
Employee benefit obligations include the provision for retirement benefit obligations and the provision for long-service awards.
Retirement benefit obligationsThe table below shows the main assumptions used in valuing retirement benefit commitments:
3 5-YEAR VALUATION ASSUMPTIONS:
2018 2017 2016 2015 2014
Discount rate 1.55% 1.55% 1.45% 2.00% 1.50%
Inflation rate
2% in most cases, except for certain countries where a diff erent rate was
used to take into account the local economic conditions.
Salary increase
Inclusion of an average salary increase rate based on the salary policy
within the various companies concerned.
Turnover Turnover rate determined for each entity.
The change in the provision for pensions is as follows:
(in € millions) 12.31.2018 12.31.2017
Present value of the obligation at the beginning of the year 14.4 14.3
Current service cost 0.8 0.9
Interest cost 0.2 0.2
Retirement indemnities paid (1.1) (1.3)
Actuarial (gains)/losses 0.4 0.3
Past service cost - -
Currency translation adjustment 0.0 (0.0)
Reclassifications - -
Eff ects of changes in consolidation scope and changes in consolidation method - -
Present value of the obligation at closing 14.7 14.4
o/w less than 1 year 2.0 1.8
The current service cost is the present value of benefit attributed to the current year (cost of one additional year of work).
Interest cost is the increase in the present value of the obligation resulting from the fact that it is one year closer to the date of payment of the
benefits. It represents the cost of one year of non-discounting.
The items recognized in the income statement over 2018 for retirement benefit obligations were:
(in € millions) 12.31.2018 12.31.2017
Current service cost (0.8) (0.9)
Past service cost - -
Interest cost (0.2) (0.2)
TOTAL EXPENSES RELATED TO RETIREMENT OBLIGATIONS (1.0) (1.1)
153BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Notes to the consolidated financial statements
3.13 GROSS FINANCIAL LIABILITIES
For this note, see also point 3.17.2 Liquidity risks.
On March 8, 2017, BOURBON announced the restructuring of the
majority of its financial indebtedness, amounting to €910.8 million, of
which the major characteristics are the following:
The agreement entered into with the group ’s principal financial
partners, described in detail in the notes to the 2016 and 2017
financial statements, thus restructured the repayments of its club
deal loans, its bilateral loans, its finance leases, and its short- term
loans, while also providing for a progressive increase in the loan
margins over the extended payment schedule, as well as the granting
of additional sureties.
In consideration of the restructuring, the group had agreed to a
number of restrictions, in particular regarding its indebtedness, cash
flow, asset disposals, investments and the dividend policy.
On July 28, 2017, the conditions precedent for the implementation
of the debt rescheduling agreement were met and BOURBON
confirmed the restructuring of its debt.
However, the expected recovery in the third quarter of 2017 did
not occur, thus making obsolete the group ’s forecasts on which
the March negotiation had been based, and the unfavorable
market environment weighed heavily on the group ’s revenue and,
consequently, on its net income. The cash fl ows generated by
operations remain positive, although their circulation was not fully
unrestricted due to the group ’s legal structure and limitations relating
to some of its geographic locations. However, they are insufficient to
service its debt.
Furthermore, and for the same reasons, as of 31 December 2017,
the group was not able to comply with various covenants defined
in its credit documentation, which could have allowed the relevant
banks to demand immediate repayment of their loans.
In this context, the group decided to undertake new discussions
with its lenders, both in France and abroad, in order to balance
the servicing of its debts with the expected gradual recovery in the
market and the corresponding upturn in the group ’s performance.
The group had asked its lenders to formally suspend the exercise of
their rights under the credit agreements, in particular their repayment.
This situation required the Company, as of December 31, 2017,
in accordance with IFRS standards, to reflect the payability of its debt
by reclassifying it as a short-term liability, even though its lenders had
not requested repayment. The impact of this reclassifi cation detailed
in the 2017 Registration Document amounted to €1,120.5 million.
As announced on July 10, 2018 a general waiver was fi nalized with
lessors and debt holders representing the majority of its debt, thus
allowing the group to withhold the payments of its loans and the
servicing of its debt. Aimed at protecting the group , this waiver
allows it to stay focused on its operational priorities and on the
implementation of its #BOURBONINMOTION strategic plan.
In consideration of the restructuring, the group is subject to a number
of restrictions, in particular regarding its indebtedness, cash, asset
disposals, Group investments and the dividend policy.
On November 2, 2018, in the absence of confi rmation of the renewal
of the general waiver, the group announced that the president of
the Marseille Commercial Court granted the opening of conciliation
procedures for 22 subsidiaries of BOURBON Corporation SA. These
procedures were opened to allow the group to actively pursue, in an
amicable framework, its search for all solutions for its development
as well as its discussions with its debt holders and lessors.
On January 3, 2019, BOURBON announced that it had renewed
the general waiver with its lessors and debt holders representing
the majority of the group ’s debt, thus allowing it to suspend the
payments of its loans and debt.
As of December 31, 2018, the group examined all of its existing
loans at that date in view of the situation of each of these loans:
3 loans under renegotiation covered by standstill agreements;
3 other loans under renegotiation, whose repayments are
suspended or in cross-default;
3 review of the contractual clauses of other loans, in particular
cross-default or similar clauses.
Following this review, and in accordance with IAS 1.69 d, the non-
current portion of the loans for which the group did not have an
unconditional right as of the fi nancial statement closing date to defer
payment for more than 12 months were classifi ed in current liabilities.
This lack of an unconditional right as of the closing date was
noted for loans undergoing renegotiation and covered by standstill
agreements. In accordance with IAS 1.75, since the grace period
had a duration of less than 12 months following the closing date,
the non-current portion of these loans was reclassifi ed in current
liabilities in the amount of €856.2 million as of December 31, 2018.
In addition, €135.4 million was reclassifi ed to the current portion of
the other borrowings undergoing renegotiation, whose payments
are suspended or in cross-default and whose early repayment could
have been requested.
A review of the cross-default and similar clauses in the other loan
agreements showed that the theoretical application of such clauses
could lead to acceleration of the amounts due as of December 31,
2018. None of these clauses had been triggered as of the closing
date. The long-term portion of the loans subject to this theoretical
payability totaled €60.6 million as of December 31, 2018.
In addition, in accordance with IAS 1 (IAS 1.135B), the group points
out that it did not comply with all of its equity covenants (adjusted
gearing ratio defined under the debt rescheduling agreement: Net
debt/Shareholders’ equity) for the 2018 fiscal year.
154 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Notes to the consolidated financial statements
In accordance with IFRS 7.18, the details of the reclassifications are presented below:
NATURE OF THE LOAN
BEFORE RECLASSIFICATION AFTER RECLASSIFICATION
BALANCE AS OF DECEMBER 31, 2018
OF WHICH
CURRENT
PORTION
OF WHICH
NON-CURRENT
PORTION
IMPACT OF RECLASSIFICATION
ON CURRENT LIABILITIES
OF WHICH
CURRENT
PORTION
OF WHICH
NON-CURRENT
PORTION
Loans under renegotiation covered by standstill agreements with a duration of less than 12 months following the closing date:
CLUB DEAL – €320M 32.0 19.2 12.8 12.8 32.0 -
CLUB DEAL – €340M 326.0 22.4 303.6 303.6 326.0 -
CLUB DEAL – €450M 166.1 24.4 141.8 141.8 166.1 -
Bilateral borrowings 498.1 100.0 398.1 398.1 498.1 -
Loans under renegotiation whose payments are suspended or in “cross-default”:
Bilateral borrowings 263.3 127.8 135.4 135.4 263.3 -
Borrowings containing cross-default or similar clauses:
Bilateral borrowings 70.0 9.4 60.6 60.6 70.0 -
TOTAL 1,355.5 303.3 1,052.2 1,052.2 1,355.5 -
Gross financial liabilities (€1,494.7 million as of December 31, 2018) appear on the balance sheet under “Borrowings and financial liabilities”,
“Borrowings and financial liabilities (portion less than one year)”, and “Bank overdrafts and short-term lines”.
a) Analysis by maturity
The maturities on the gross financial liabilities are as follows:
(in € millions) 12.31.2018 12.31.2017
Bank overdrafts and short-term lines 43.9 76.4
Debt < 1 year 1,406.0 1,348.5
Debt between 1 and 5 years 34.4 143.0
Debt > 5 years 10.4 40.9
TOTAL 1,494.7 1,608.8
Of which:
Finance lease liabilities 117.5 74.1
Debt < 1 year 117.1 45.3
Debt between 1 and 5 years 0.3 28.8
Debt > 5 years 0.0 0.0
The significant balance of financial liabilities due in less than one year results essentially from the reclassification into short-term of the loans
for which, as of the closing date, the group does not have an unconditional right to defer payment of the liabilities for at least 12 months after
the current fiscal year (IAS 1.69 d).
b) Analysis by interest rate
Gross financial liabilities break down as follows:
(in € millions) 12.31.2018 12.31.2017
Fixed rate or swapped-to-fixed rate 525.0 663.0
Bank overdrafts (fixed or swapped-to-fixed rate) - -
Variable rate 881.1 862.1
Bank overdrafts (variable rate) 43.9 76.4
TOTAL BORROWINGS AND BANK LOANS 1,450.0 1,601.5
Accrued interest 44.7 7.3
TOTAL FINANCIAL DEBT 1,494.7 1,608.8
155BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Notes to the consolidated financial statements
c) Analysis by currency
As of December 31, 2018, gross debt excluding accrued interest breaks down as follows:
(in € millions) 12.31.2018 12.31.2017
EUR – Euro 1,154.5 1,249.2
USD – US Dollar 275.8 328.3
NOK – Norwegian krone 19.7 24.0
TOTAL (EXCLUDING ACCRUED INTEREST) 1,450.0 1,601.5
d) Change in the debt, by type
(in € millions) 12.31.2017
CASH NON-CASH
12.31.2018ISSUEREDEMP-
TIONSAMORTIZED
COST
IMPACT OF FOREIGN
CURRENCY FLUCTUATIONS
CHANGE IN CONSOLIDATION
SCOPERECLASSIFI-
CATIONS
Financial Debt 1,451.1 2.0 (120.1) 0.1 11.8 (56.8) 0.5 1,288.6
Finance lease liabilities 74.1 50.0 (7.2) 0.6 0.0 117.5
Bank overdrafts 76.4 (32.5) 43.9
TOTAL BORROWINGS AND BANK LOANS 1,601.5 52.0 (159.8) 0.7 11.8 (56.8) 0.5 1,450.0
e) Debt secured by collateral
As of December 31, 2018, bank borrowings secured by mortgages,
pledges of equipment or marketable securities represented a total of
€1,230.5 million.
The assets pledged are primarily vessels. These mortgages were
recorded with the Bureau des Hypothèques (Mortgage Registry)
between 2002 and 2018 for a total value of €5,522.1 million.
3.14 FINANCIAL RESULTS
Financial income/(loss) breaks down as follows:
(in € millions) 12.31.2018 12.31.2017
Cost of net debt (60.1) (54.6)
- Cost of gross debt (65.2) (61.0)
- Income from cash and cash equivalents 5.1 6.5
Other financial expenses and income (56.5) (134.9)
- Net foreign exchange income/(loss) 9.2 (82.9)
- Other financial expenses (77.6) (41.9)
- Other financial income 13.9 17.9
- Net allocations to financial assets and provisions (1.9) (28.0)
156 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Notes to the consolidated financial statements
Cost of net debt equals all interest expenses and income generated by the elements composing the financial debt during the year.
The other fi nancial income and expenses includes realized and unrealized foreign exchange gains and losses, fair value of derivatives, fair value
of assets through profi t or loss, as well as the net impact of the deconsolidation of a special purpose company, which was up to that point
consolidated, following the loss of its control .
The other financial income and expenses as of December 31, 2018 are broken down below:
(in € millions) 12.31.2018
Other financial income and expenses (56.5)
- Net foreign exchange income/(loss) 9.2
of which unrealized foreign exchange gains/(losses) 9.8
- Other financial expenses (77.6)
of which the net impact related to deconsolidation of a special purpose company following loss of controlling
interest (43.4)
of which fair value of assets measured at fair value through profi t and loss (21.9)
of which fair value of derivative instruments (8.5)
- Other financial income 13.9
of which fair value of assets measured at fair value through profi t and loss 0.0
of which fair value of derivative instruments 13.1
- Net allocations to financial assets and provisions (1.9)
3.15 DEFERRED TAXES
As of December 31, the balances for deferred tax assets and liabilities were as follows:
(in € millions) 12.31.2018 12.31.2017
Deferred tax assets 11.5 11.5
Deferred tax liabilities (22.8) (22.8)
Net deferred tax (11.3) (11.3)
3 ANALYSIS OF DEFERRED TAXES
(in € millions) 12.31.2018 12.31.2017
Deferred tax assets 11.5 11.5
Retirement benefit obligations 0.0 0.0
Consolidation restatements 2.5 2.4
Restatements of depreciation and amortization 7.3 7.3
Other temporary diff erences 1.7 1.8
Deferred tax liabilities (22.8) (22.8)
Consolidation restatements (4.9) (4.0)
Restatements of depreciation and amortization (0.5) (0.3)
Other temporary diff erences (17.4) (18.4)
At December 31, 2018, in light of the tax position of the companies concerned, no deferred tax assets were recognized on the tax losses,
which amounted to €839.3 million.
3.16 INCOME TAX
(in € millions) 12.31.2018 12.31.2017
Current income tax (15.3) (13.4)
Deferred taxes 0.8 0.6
Tax (expense)/income (14.5) (12.8)
157BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Notes to the consolidated financial statements
As of December 31, 2018, the theoretical corporate income tax of €144.7 million was calculated by applying the prevailing tax rate in France
to income before tax, the share in income/loss of affiliates under the equity method, net gains on equity interests sold and net income from
discontinued operations:
(in € millions) 12.31.2018 12.31.2017
Consolidated net income before tax, net income of companies under the equity method,
capital gains on equity interests sold, and net income from discontinued operations: (437.4) (599.8)
French domestic income tax prevailing as of 12.31.2018:
33.33% 145.8 199.9
3.30% (1.0) (0.5)
Theoretical income tax 144.7 199.4
Income tax expense (14.5) (12.8)
DIFFERENCE (159.2) (212.2)
The difference between the tax recognized and the theoretical tax is as follows:
(in € millions) 12.31.2018 12.31.2017
Companies not liable for corporate income tax (companies subject to tonnage tax, foreign
companies not liable for taxation) (107.2) (112.8)
Loss-making companies (tax consolidated and non-tax consolidated companies and foreign
companies) (66.6) (65.8)
Diff erence in tax rate 9.9 (1.7)
Other diff erences 4.7 (31.9)
TOTAL (159.2) (212.2)
3.17 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICY
The main risks to which the group is exposed are credit/counterparty
risks, liquidity risks and market risks. The Board of Directors has
reviewed and approved the management policies of each of these
risks. The policies are summarized below.
3.17.1 Credit/counterparty risk
The group ’s policy is to verify the financial health of all customers
seeking credit payment terms. Furthermore, the group continually
monitors client balances. The financial soundness of its clients enables
BOURBON to avoid the use of COFACE-type credit insurance.
Supermajor, major, national and independent oil companies account
for nearly 69% of consolidated revenue. Nevertheless, the current
crisis has impacted our customers, which has led to an increased
risk of recoverability for certain receivables from smaller customers.
The volume of business conducted with the top five clients
represented €281 million (44.3% of consolidated revenue) while the
top ten clients accounted for 63.1% (€400 million).
A statement of anteriority of trade and other receivables is presented
in note 3.18.5.
In 2018, the proportion of BOURBON’s revenue generated in
high- risk countries, such as Equatorial Guinea, Libya, Iran(1) or
Myanmar, was very marginal (less than 2% of total revenue).
Concerning the credit risk on the group ’s other financial assets, i.e.
cash and cash equivalents, available-for-sale financial assets and
certain derivative instruments, the group works only with top-ranking
banks, particularly with the major french banks. In addition, other
counterparty risks are assessed on a case-by-case basis as part of
long-term relationships maintained and encouraged by the group ,
especially in view of the effects from the current crisis on certain local
stakeholders to whom vendor loans were awarded during sales of
vessels in past years.
3.17.2 Liquidity risks
Financing comes under a Group policy implemented by the Finance
and Administration Department. This policy consists of financing
the group ’s needs through a combination of operating cash flows,
disposal of assets, bank borrowings and market transactions, and in
the context of the industry downturn, through a strategy of cash flow
preservation that led to redefining BOURBON’s financing platform for
2017 and the following years.
The agreements entered into in 2017 with the group ’s principal
fi nancial partners, described in detail in the notes to the 2016 and
2017 fi nancial statements, thus restructured the repayments of its
club deal loans, bilateral loans, finance leases, and short-term loans,
while also providing for a progressive increase in the loan margins
over the extended payment schedule, as well as the granting of
additional sureties. In consideration of the restructuring, the group
had agreed to a number of restrictions, in particular regarding its
indebtedness, cash flow, asset disposals, investments and the
dividend policy.
(1) In the period excluding sanctions (prior to November 4, 2018).
158 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Notes to the consolidated financial statements
However, the expected recovery in the third quarter of 2017
did not occur, thus making obsolete the group ’s forecasts on
which these agreements had been based, and the unfavorable
market environment weighed heavily on the group ’s revenue and,
consequently, on its net income. The cash flows generated by
operations remain positive, although their circulation was not fully
unrestricted due to the group ’s legal structure and limitations relating
to some of its geographic locations. However, they are insufficient
to service its debt. Furthermore, and for the same reasons, at
December 31, 2017 the group was not able to comply with various
covenants defined in its credit documentation.
In this context, the group initiated new discussions with its lenders,
both in France and abroad, in order to balance the servicing of its
debts with the expected yet gradual recovery in the market and the
corresponding upturn in the group ’s performance. The group has
asked its lenders to formally suspend, the exercise of their rights
under the credit agreements, in particular their repayment.
As announced on July 10, 2018 a general waiver was fi nalized with
lessors and debt holders representing the majority of its debt, thus
allowing the group to withhold the payments of its loans and the
servicing of its debt. Aimed at protecting the group , this waiver
allows it to stay focused on its operational priorities and on the
implementation of its #BOURBONINMOTION strategic plan.
On November 2, 2018, in the absence of confi rmation of the renewal
of the general waiver, the group announced that the president of
the Marseille Commercial Court granted the opening of conciliation
procedures for 22 subsidiaries of BOURBON Corporation SA. These
procedures were opened to allow the group to actively pursue, in an
amicable framework, its search for all solutions for its development
as well as its discussions with its debt holders and lessors.
On January 3, 2019, BOURBON announced that it had renewed
the general waiver with its lessors and debt holders representing
the majority of the group ’s debt, thus allowing it to suspend the
payments of its loans and debt.
BOURBON confi rms that the discussions with its main fi nancial
partners and the active search for new fi nancing are ongoing, in
order to balance the servicing of its debt with its performance.
In this context, several offers under conditions notably due diligences
have been received by the group proposing in particular new fi nancing
and a debt reduction including for some of them, conversion of part
of this debt into equity.
At this stage, the terms and conditions of these offers, including
their fi nancial parameters, are being evaluated by the group and its
advisors. On March 13, 2019, the Board of Directors carried out a
preliminary review of these propositions. BOURBON specifi es that no
decision or commitment has been made and that no exclusivity has
been granted to any of the fi nancial partners it is in discussion with.
The company remains confi dent in its ability to fi nd such a solution
and will notify the market in due time according to regulation.
In accordance with IAS 1.69 d, as of December 31, 2018: the
non- current portion of the borrowings for which as of the closing date
the group does not have an unconditional right to defer payment for
a period longer than 12 months was reclassified in current liabilities
(see note 3.13 the details of the reclassifications performed).
BOURBON’s gross financial debt amounted to €1,495 million,
including €45 million at more than one year.
The repayment schedule for the medium and long-term debt is
presented in note 3.13 to the consolidated financial statements. The
residual term of the long- and medium-term debt is four years and
eight months, before taking IAS 1 into account.
The following table shows the composition of long and medium-term debt as of December 31, 2018 (excl. accrued interest not yet due):
(in € millions)PORTION OF MEDIUM/LONG-TERM
DEBT UNDER ONE YEAR MEDIUM/ LONG-TERM DEBT TOTAL
CLUB DEAL loan – €320 million 32 - 32
CLUB DEAL loan – €450 million 166 - 166
CLUB DEAL loan – €340 million 326 - 326
SNC outsourced 65 - 65
Financing – Norway fleet 62 - 62
45 other bilateral loans 710 44 754
TOTAL 1,361 44 1,405
The group had cash assets of €217 million as of December 31, 2018. Bank overdrafts and short-term credit lines have been drawn down in
the amount of €44 million due to the “unit-linked agreements” signed with two financial institutions allowing the group to combine available
balances in US with euro balances.
159BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Notes to the consolidated financial statements
Non-discounted contractual flows on the outstanding balance of the net financial liabilities by maturity date, including interest flows and taking
into account the reclassifications performed pursuant to IAS 1, are as follows:
AT DECEMBER 31, 2018
(in € millions) 2019 2020 2021 2022 2023 > 5 YEARS TOTAL
BALANCE SHEET TOTAL
Bonds - - - - - - -
Commercial paper - - - - - - -
Draws on credit facilities - - - - - -
Borrowings on finance leases 117.1 0.3 - - - - 117.5 117.5
Other bank loans 1,244.1 9.0 8.6 9.1 7.4 10.4 1,288.6 1,288.6
Accrued interest 44.7 - - - - - 44.7 44.7
Borrowings 1,406.0 9.4 8.6 9.1 7.4 10.4 1,450.8 1,450.8
Bank overdrafts and cash current accounts 43.9 - - - - - 43.9 43.9
Accrued interest - - - - - - - 0.0
Cash and cash equivalents (217.1) - - - - - (217.1) (217.1)
Net cash (173.2) - - - - - (173.2) (173.2)
TOTAL NET FINANCIAL DEBT 1,232.8 9.4 8.6 9.1 7.4 10.4 1,277.6 1,277.6
(in € millions) 2019 2020 2021 2022 2023 > 5 YEARS TOTAL
Interest on finance lease borrowings 7.3 6.1 5.3 4.2 2.8 10.4 36.1
Interest on bonds 8.1 8.3 11.1 11.5 11.8 18.0 68.7
Interest on other bank borrowings 44.7 37.0 40.1 30.0 19.5 23.1 194.3
Future variable-rate interest flows were determined using the predicted rates of the indexes in question at year-end. Interest flows on bonds
takes into account interest adjustment clauses (See note 3.9).
(in € millions)
AS OF DECEMBER 31, 2017
2018 2019 2020 2021 2022> 5
YEARS TOTAL
BALANCE SHEET TOTAL
Bonds - - - - - - -
Commercial paper - - - - - - -
Draws on credit facilities - - - - - -
Borrowings on finance leases 45.3 12.6 7.9 3.8 4.4 - 74.1 74.1
Other bank loans 1,296.0 28.6 27.9 31.5 26.1 40.9 1,451.1 1,451.1
Accrued interest 7.2 - - - - - 7.2 7.2
Borrowings 1,348.5 41.2 35.9 35.4 30.5 40.9 1,532.3 1,532.3
Bank overdrafts and cash current accounts 76.4 - - - - - 76.4 76.4
Accrued interest 0.0 - - - - - 0.0 0.0
Cash and cash equivalents (243.6) - - - - - (243.6) (243.6)
Net cash (167.2) - - - - - (167.2) (167.2)
TOTAL NET FINANCIAL DEBT 1,181.3 41.2 35.9 35.4 30.5 40.9 1,365.2 1,365.2
(in € millions) 2018 2019 2020 2021 2022 > 5 YEARS TOTAL
Interest on finance lease borrowings 5.3 3.7 2.4 1.3 0.6 0.4 13.8
Interest on bonds 7.8 8.2 8.6 11.3 11.5 25.7 73.1
Interest on other bank borrowings 48.7 43.0 39.2 40.8 31.1 32.2 235.0
160 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Notes to the consolidated financial statements
Medium- and long-term borrowingsMedium- and long-term borrowings comprise mainly “club deal”
financings and bilateral loans.
The majority of these borrowings are backed by assets (vessels) held
as security (first-ranking mortgage or negative pledge). The vessels
are clearly identified when the loan contract is signed, details of which
appear in note 5.1 “Contractual obligations and other off- balance
sheet commitments”. During the performance of the loan contract,
for technical reasons, BOURBON may have to adjust the list of
vessels initially assigned to the loan. Two options then arise – either
partial redemption of the loan or substitution with another vessel.
Whichever is the case, an amendment to the loan contract is signed
to reflect the new guarantees.
Between 2005 and 2015, BOURBON concluded four “club deal”
loans:
3 a €320 million “club deal” loan taken out in 2005 for which the
redemption phase began in April 2007, with an outstanding
balance of €32 million as of December 31, 2018;
3 a €450 million “club deal” loan taken out in the summer of 2007
for which the redemption phase began in January 2010, with an
outstanding balance of €166 million as of December 31, 2018;
3 a €318 million “club deal” loan taken out in July 2009 for which
the redemption phase began in 2011 and which was fully repaid
in July 2017;
3 a €340 million “club deal” loan taken out in 2015 for which the
redemption phase began in June 2016, with an outstanding
balance of €326 million as of December 31, 2018.
These three outstanding “club deal” loans are covered by the debt
rescheduling agreement signed on July 28, 2017. In accordance
with this agreement, the repayments for the club deal loans were
restructured progressively over the extended payment schedule.
In parallel, bilateral borrowings (in US dollars, euros and Norwegian
kroner) are regularly signed.
In many instances, contractual documentation includes compliance
with a debt/equity ratio. The documentation relating to the loans
affected by the restructuring agreement was modified to align the
ratios with the requirements of those agreements.
Short-term lines of creditCash management is coordinated at the group ’s operating
headquarters. Financière Bourbon, a partnership organized as a cash
clearing house, offers its services to most of the group ’s operating
subsidiaries. These entities, under a cash agreement with Financière
Bourbon, receive active support in the management of their cash
flow, their foreign currency and interest rate risks, their operating
risks and their short and medium-term debt, in accordance with the
various laws in force locally.
At the beginning of 2017, the group had short-term credit lines of
€218.8 million with Financière BOURBON. Upon the signing of the
debt rescheduling agreement on July 28, 2017, these credit lines
were transformed into:
3 a renewable syndicated loan repayable by installments over the
long term, backed by assets worth €196.8 million. This new credit
was obtained by another Group subsidiary;
3 two lines of medium-term credit totaling €20 million repayable by
installments without any underlying assets;
3 a line of spot credit of €2 million repayable by installments.
The group has signed “combined account” agreements with two
banking establishments, allowing it to merge the available dollar
balances with overdrafts in euros.
BOURBON does not have a financial rating from a specialist agency.
3.17.3 Market risks
Market risks include the group ’s exposure to interest rate risks,
foreign exchange risks, risks on equities and risks on supplies.
Interest rate riskThe group ’s exposure to the risk of interest rate fluctuations is related
to the group ’s medium- and long-term variable rate financial debt.
BOURBON regularly monitors its exposure to interest rate risk.
This is coordinated and controlled centrally. It reports to the Finance
and Administration Department.
The group ’s policy consists of managing its interest rate expense
by using a combination of fixed-rate and variable-rate borrowing.
In order to optimize the overall financing cost, the group sets up
interest rate swaps under which it exchanges, at pre-determined
intervals, the difference between the amount of fixed-rate interest
and the amount of variable-rate interest calculated on a pre-defined
nominal amount of borrowing.
These swaps are assigned to hedge the borrowings. As of
December 31, 2018, after taking into account interest rate swaps,
approximately 37% of the group ’s medium- and long-term debt had
been contracted at a fixed interest rate.
161BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Notes to the consolidated financial statements
As of December 31, 2018, the interest rate swap contracts were on the group ’s borrowings, transforming variable rates into fixed rates. These
contracts were entered into in euros (EUR), Norwegian kroner (NOK) and US dollars (USD); they are broken down by maturity date as follows:
(in € millions)
OUTSTANDING AS OF DECEMBER 31, 2018 IN FOREIGN
CURRENCY
OUTSTANDING AS OF DECEMBER 31,
2018 IN EUROS MATURITY
Currencies
Fixed-rate borrowing swaps
EUR 13.4 13.4 06.28.2019
EUR 56.3 56.3 01.27.2020
EUR 6.5 6.5 12.31.2020
EUR 186.0 186.0 03.31.2021
EUR 2.6 2.6 07.29.2021
NOK 42.2 4.2 12.30.2021
USD 12.4 10.8 08.19.2019
USD 8.8 7.7 09.30.2019
TOTAL 288
The following table shows the group ’s net exposure to variable rates before and after risk management, based on the hedges in place and the
sensitivity of the group ’s income before taxes (related to changes in the fair value of monetary assets and liabilities) to a reasonable variation in
interest rates, with all other variables remaining constant:
(in € millions)
AT DECEMBER 31, 2018
LESS THAN 1 YEAR 1 TO 2 YEARS 2 TO 3 YEARS 3 TO 4 YEARS 4 TO 5 YEARSMORE THAN
5 YEARS TOTAL
FIXED RATE
VARIABLE RATE
FIXED RATE
VARIABLE RATE
FIXED RATE
VARIABLE RATE
FIXED RATE
VARIABLE RATE
FIXED RATE
VARIABLE RATE
FIXED RATE
VARIABLE RATE
FIXED RATE
VARIABLE RATE
Cash - 217.1 - - - - - - - - - - - 217.1
Term deposits - - - - - - - - - - - - - -
Loans and
securities 3.5 - 1.8 - 2.0 - 1.9 - 2.5 - 6.6 - 18.3 -
Financial assets 3.5 217.1 1.8 - 2.0 - 1.9 - 2.5 - 6.6 - 18.3 217.1
Bank overdrafts
and short-term
lines - (43.9) - - - - - - - - - - - (43.9)
Deposits and
securities
received - - (0.5) - - - - - - (0.4) - (0.9) -
Finance lease
liabilities (113.7) (3.5) (0.3) - - - - - - - - (114.0) (3.5)
Bank borrowings (104.0) (1,140.1) (3.8) (4.7) (3.8) (4.8) (3.8) (5.3) (6.0) (1.4) (1.3) (8.7) (122.6) (1,165.1)
Financial liabilities (217.7) (1,187.5) (4.6) (4.7) (3.8) (4.8) (3.8) (5.3) (6.0) (1.4) (1.7) (8.7) (237.5) (1,212.5)
Net position before hedging (214.1) (970.4) (2.8) (4.7) (1.8) (4.8) (1.9) (5.3) (3.5) (1.4) 4.9 (8.7) (219.2) (995.3)
Hedging (287.5) 287.5
Net position after hedging (506.7) (707.9)
Assuming the position reached on December 31, 2018 to be constant over a year, a change in interest rates of 100 basis points (1%) would
therefore result in increasing or decreasing the cost of the group ’s financial debt by €7.1 million over one year.
162 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Notes to the consolidated financial statements
(in € millions)
AS OF DECEMBER 31, 2017
LESS THAN 1 YEAR 1 TO 2 YEARS 2 TO 3 YEARS 3 TO 4 YEARS 4 TO 5 YEARSMORE THAN
5 YEARS TOTAL
FIXED RATE
VARIABLE RATE
FIXED RATE
VARIABLE RATE
FIXED RATE
VARIABLE RATE
FIXED RATE
VARIABLE RATE
FIXED RATE
VARIABLE RATE
FIXED RATE
VARIABLE RATE
FIXED RATE
VARIABLE RATE
Cash - 243.6 - - - - - - - - - - - 243.6
Term deposits - - - - - - - - - - - - - -
Loans and
securities 40.3 - 3.8 - 1.9 - 4.2 - 1.4 - 4.9 - 56.5 -
Financial assets 40.3 243.6 3.8 - 1.9 - 4.2 - 1.4 - 4.9 - 56.5 243.6
Bank overdrafts
and short-term
lines - (76.4) - - - - - - - - - - - (76.4)
Deposits and
securities
received - - (1.6) - - - - - - (0.4) - (1.9) -
Finance lease
liabilities (41.8) (3.5) (12.6) - (7.9) - (3.8) (4.4) - - - (70.6) (3.5)
Bank
borrowings (112.7) (1, 183.3) (15.2) (11.9) (15.5) (12.4) (19.5) (12.0) (15.0) (11.1) (12.4) (28.2) (190.3) (1, 258.8)
Financial liabilities (154.6) (1, 263.1) (29.4) (11.9) (23.5) (12.4) (23.4) (12.0) (19.4) (11.1) (12.7) (28.2) (262.8) (1, 338.7)
Net position before hedging (114.2) (1, 019.5) (25.6) (11.9) (21.5) (12.4) (19.2) (12.0) (18.0) (11.1) (7.9) (28.2) (206.3) (1, 095.1)
Hedging (400.2) 400.2
Net position after hedging (606.6) (694.9)
Assuming the position reached on December 31, 2017 to be
constant over a year, a change in interest rates of 100 basis points
(1%) would therefore result in increasing or decreasing the cost of the
group ’s financial debt by €6.9 million over one year.
Foreign exchange risk
Objectives
The group ’s policy is to reduce as far as possible the economic
risk related to foreign currency fluctuations over the medium term.
The Group also tries to minimize the impact of the US dollar’s volatility
on annual operating income.
Cash flows from operating activities
The main foreign exchange risks on operations are related to
invoicing clients. BOURBON invoices a large portion (approx. 73%)
of its services in US dollars. The group has a natural foreign exchange
hedge as it pays its expenses in dollars (representing about 39% of
revenue). The policy is to maximize this natural hedge.
The residual risk is partially hedged in the short term by using forward
US dollar sales and/or currency puts. On the unhedged portion, and
over time, offshore oil and gas marine services are directly exposed
to foreign currency risks, particularly on the US dollar.
Long-term cash flows
Policy
For vessel acquisitions in foreign currencies, the policy is to partly
hedge the foreign exchange risk during the construction period by
setting up currency futures call options.
The policy is to finance these acquisitions in the currency in which
the corresponding charters will be paid by the customers. However,
in order to avoid accounting exchange differences in countries
outside the euro zone and the US dollar zone (particularly in Norway),
the entities finance their investments in their functional currency.
Current practice
As an exception, at the beginning of 2004, it was decided to
temporarily abandon this practice and convert the majority of
borrowings that were in US dollars at the time to euros. This was
done to recognize the unrealized foreign exchange gains booked
during previous fiscal years.
163BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Notes to the consolidated financial statements
Since then, most of the new borrowings (outside Norway) have been
contracted in euros or US dollars. Where the euro/dollar exchange
rate allows, borrowings in euros to finance assets generating revenue
in US dollars will be converted to US dollars and future acquisitions
will again be financed in US dollars.
The following tables show the group ’s net exposure to changes in
foreign exchange rates:
3 on income: transaction risk;
3 on shareholders’ equity: currency translation risk.
a) Transaction riskAs of December 31, 2018, foreign exchange derivatives covered flows in US dollars (USD) and broke down as follows:
AS OF 12.31.2018OUTSTANDING BALANCE
(in millions of currency) MATURITYAVERAGE
EXCHANGE RATE
Cross-currency swap
USD/EUR 8.0 06.30.2021 1,4146
The table below shows, as of December 31, 2018, the position of the group ’s monetary assets and liabilities (denominated in a different
currency from the entity’s functional currency) before and after management:
(in € millions) USD NOK EUR OTHER
Monetary assets 1,124.8 2.5 76.5 39.8
Monetary liabilities (740.0) (5.1) (125.2) (27.2)
Net position before management 384.8 (2.7) (48.7) 12.6
Hedges (7.0) - - -
Net position after management 377.8 (2.7) (48.7) 12.6
As of December 31, 2018, a 1% change in the euro exchange rate
against all the currencies would represent a total impact at Group
level of €3.3 million, after hedges are taken into account.
It should be noted that currency futures hedges related to future
transactions are not shown in this table since the hedged item does
not yet appear on the balance sheet.
b) Currency translation riskThe table below shows a breakdown by currency of consolidated shareholders’ equity for the years 2018 and 2017:
(in € millions) 12.31.2018 12.31.2017
Euro (EUR) 583.4 896.9
Brazilian real (BRL) (210.6) (204.5)
Mexican Peso (MXN) 79.4 74.0
Norwegian kroner (NOK) (101.4) (57.8)
US Dollar (USD) (151.4) (70.6)
Other 1.7 5.7
TOTAL 201.0 643.6
As of December 31, 2018, a 1% change in the exchange rates would represent an impact on consolidated shareholders’ equity of €0.8 million
(€2.1 million as of December 31, 2017).
164 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Notes to the consolidated financial statements
c) Equity risksAs of December 31, 2018, the group had no cash investments.
As indicated in note 3.11 “Treasury Shares”, BOURBON Corporation
SA held 135,881 treasury shares as of December 31, 2018. Treasury
shares are presented as a deduction from consolidated shareholders’
equity.
A 10% rise or fall in the share price of BOURBON Corporation SA
would result in a change in the market value of the treasury shares of
just under €0.05 million.
d) Supply price riskThe group ’s exposure to price risk is minimal.
The change in the price of raw materials does not constitute a risk of
significant increase in operating costs. Clients generally take direct
charge of the cost of fuel.
3.18 FINANCIAL INSTRUMENTS
3.18.1 Financial assets
As of December 31, 2018 and December 31, 2017, financial assets were as follows:
(in € millions)
12.31.2018
EQUITY INTERESTS IN NON-
CONSOLIDATED COMPANIES
FINANCIAL ASSETS AT FAIR VALUE
THROUGH PROFIT OR
LOSSLOANS AND
RECEIVABLES
FINANCIAL INSTRUMENTS MEASURED AT
FAIR VALUECASH AND CASH
EQUIVALENTS BALANCE
SHEET TOTAL
Non-current financial assets 0.1 - 17.2 0.0 - 17.3
Trade and other receivables - - 335.9 - - 335.9
Current financial assets - - 3.5 0.1 - 3.7
Other current assets - - 17.4 - - 17.4
Cash and cash equivalents - - - - 217.1 217.1
TOTAL 0.1 - 374.1 0.1 217.1 591.4
(in € millions)
01.01.2018 - IFRS 9 IMPACT
EQUITY INTERESTS IN NON-
CONSOLIDATED COMPANIES
FINANCIAL ASSETS AT FAIR VALUE
THROUGH PROFIT OR
LOSSLOANS AND
RECEIVABLES
FINANCIAL INSTRUMENTS MEASURED AT
FAIR VALUECASH AND CASH
EQUIVALENTS BALANCE
SHEET TOTAL
Non-current financial assets 0.1 - 20.5 0.0 - 20.6
Trade and other receivables - - 347.6 - - 347.6
Current financial assets - 20.0 21.6 0.4 - 42.1
Other current assets - - 27.5 - - 27.5
Cash and cash equivalents - - - - 243.6 243.6
TOTAL 0.1 20.0 417.1 0.5 243.6 681.3
(in € millions)
12.31.2017
EQUITY INTERESTS IN NON-
CONSOLIDATED COMPANIES
FINANCIAL ASSETS AT FAIR VALUE
THROUGH PROFIT OR
LOSSLOANS AND
RECEIVABLES
FINANCIAL INSTRUMENTS MEASURED AT
FAIR VALUECASH AND CASH
EQUIVALENTS BALANCE
SHEET TOTAL
Non-current financial assets 0.1 - 20.5 0.0 - 20.6
Trade and other receivables - - 347.6 - - 347.6
Current financial assets - - 44.5 0.4 - 45.0
Other current assets - - 27.5 - - 27.5
Cash and cash equivalents - - - - 243.6 243.6
TOTAL 0.1 - 440.0 0.5 243.6 684.2
165BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Notes to the consolidated financial statements
A summary table of the fi nancial assets held by the group :
(in € millions) 12.31.2017IAS 39
CLASSIFICATIONIFRS 9
CLASSIFICATIONCHANGE IN
MEASUREMENT 01.01.2018 12.31.2018
Available-for-sale assets 0.1
Fair value
through
shareholders’
equity
Fair value
through profi t
or loss - 0.1 0.1
Loans 16.1 Amortized cost Amortized cost - 16.1 14.8
Other receivables 4.3 Amortized cost Amortized cost - 4.3 2.4
Financial instruments
measured at fair value 0.0
Fair value
through profi t
or loss
Fair value
through profi t
or loss - 0.0 0.0
Non-current financial assets 20.6 - 20.6 17.3
Trade receivables 232.0 Amortized cost Amortized cost - 232.0 209.9
Other receivables 115.5 Amortized cost Amortized cost - 115.5 126.0
Trade and other receivables 347.6 - 347.6 335.9
Loans 21.6 Amortized cost Amortized cost - 21.6 3.5
Loans restated by IFRS 9 22.9 Amortized cost
Fair value
through profi t
or loss (2.9) 20.0 -
Financial instruments
measured at fair value 0.4
Fair value
through profi t
or loss
Fair value
through profi t
or loss - 0.4 0.1
Non-current financial assets 45.0 (2.9) 42.1 3.7
Other current assets from operating activities 27.5
Amortized cost
Amortized cost - 27.5 17.4
Cash and cash equivalents 243.6
Fair value through profi t
or loss
Fair value through profi t
or loss - 243.6 217.1
TOTAL FINANCIAL ASSETS 684.2 (2.9) 681.3 591.4
a) Equity interests in non-consolidated companies
(in € millions)
12.31.2018
DIVIDENDS
SUBSEQUENT VALUATION
INCOME FROM SALE REPAYMENT
CHANGES IN FAIR VALUE
CURRENCY TRANSLATION ADJUSTMENT
VALUATION ALLOWANCE
Shareholders’ equity - - - - - -
Income/loss 0.1 - - - 0.3 -
TOTAL 0.1 - - - 0.3 -
Non-consolidated equity interests held by the group amount to €0.1 million as of December 31, 2018. The profits and losses recorded in
income for equity interests in non-consolidated companies held for sale represented €0.4 million in 2018, of which €0.3 million in income from
sale of interests (€0.1 million in 2017).
166 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Notes to the consolidated financial statements
b) Financial assets at fair value through profit or loss
(in € millions)
12.31.2018
IFRS 9 IMPACT AT OPENING DIVIDENDS
SUBSEQUENT VALUATION
INCOME FROM SALE REPAYMENT
CHANGES IN FAIR VALUE
CURRENCY TRANSLATION ADJUSTMENT
VALUATION ALLOWANCE
Shareholders’ equity (2.9) - - 0.5 - - -
Income/loss - (21.9) - - - -
TOTAL (2.9) - (21.9) 0.5 - - -
Financial assets at fair value through profi t or loss for the group are made up of vendor loans.
c) Loans and receivables at amortized costLoans and receivables at amortized costs can be analyzed as follows:
(in € millions)
12.31.2018 12.31.2017
GROSSVALUATION
ALLOWANCE NET GROSSVALUATION
ALLOWANCE NET
Loans and receivables at amortized
cost 83.7 (45.5) 38.2 110.9 (18.5) 92.4
Trade and other receivables 363.2 (27.3) 335.9 382.1 (34.5) 347.6
TOTAL 446.9 (72.8) 374.1 493.0 (53.0) 440.0
Loans and receivables mainly include vendor loans associated with
certain vessel disposals.
A loan with a consolidated special purpose company of which
the group lost control was recognized as a fi nancial asset at
amortized cost for €28.2 million (including accrued interest not due),
then fully impaired.
Profits and losses recorded in equity and in profi t and loss on loans and receivables at amortized cost were as follows:
(in € millions)
12.31.2018
INTEREST SUBSEQUENT VALUATIONINCOME FROM
SALE
CURRENCY TRANSLATION ADJUSTMENT
VALUATION ALLOWANCE
Shareholders’ equity - 0.2 - -
Income/loss 1.6 - (30.1) -
TOTAL 1.6 0.2 (30.1) -
In 2018, the impairment recognized corresponds mainly to the loan to the deconsolidated special purpose company. Proceeds from interest
and residual impairment correspond mainly to vendor loans associated with certain vessel disposals.
(in € millions)
12.31.2017
INTEREST
SUBSEQUENT VALUATION
INCOME FROM SALE
CURRENCY TRANSLATION ADJUSTMENT
VALUATION ALLOWANCE
Shareholders’ equity - (4.8) - -
Income/loss 1.9 - (24.0) -
TOTAL 1.9 (4.8) (24.0) -
In 2017, proceeds from interest and impairment recorded relate primarily to payment for the vendor loans associated with certain vessel
disposals.
d) Cash and cash equivalentsCash and cash equivalents totaled €217.1 million as of December 31, 2018 versus €243.6 million as of December 31, 2017.
The policy for managing financial risks is presented in note 3.17. The cash and cash equivalents item is presented in note 3.8.
167BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Notes to the consolidated financial statements
3.18.2 Derivative financial instruments
The fair value of the derivative financial instruments as of December 31, 2018 and December 31, 2017 breaks down as follows:
Financial assets
(in € millions)
12.31.2018 12.31.2017
CURRENT NON-CURRENT TOTAL TOTAL
Derivative instruments to hedge debt 0.1 0.0 0.1 0.0
Derivative instruments to hedge revenue in foreign
currencies and other - - - 0.4
TOTAL 0.1 0.0 0.1 0.5
Financial liabilities
(in € millions)
12.31.2018 12.31.2017
CURRENT NON-CURRENT TOTAL TOTAL
Derivative instruments to hedge debt 0.3 4.2 4.4 9.4
Derivative instruments to hedge foreign currency
and other risks 2.0 3.0 5.0 5.0
TOTAL 2.3 7.2 9.4 14.4
Hedging the interest rate riskAs of December 31, 2018 and December 31, 2017, the group held
different swap contracts to cover changes in the rates on its variable
rate borrowings. The swap contracts swap are used to hedge the
rate risk for firm commitments. The terms of these agreements
had initially been negotiated to coincide with the terms of the firm
commitments.
In 2017, these interest rate swaps were attached to borrowings
whose future flows were no longer expected, resulting in the
elimination of the item hedged and the disqualification of these
hedging instruments. The change in the fair value of these
instruments was then recognized in net income. The same applied
to the stock previously recognized in other comprehensive income,
now reclassifi ed through profi t or loss in the amount of €(6.6) million.
In 2018, the change in fair value of these instruments was recognized
as a gain in the income statement for €5 million.
Hedging the foreign exchange riskAt December 31, 2018, the group had no foreign exchange hedges
in place. As soon as the conditions for their set-up are met, new
forward currency contracts will be negotiated to coincide with the
terms of the firm commitments.
For 2018, the change in fair value of the derivative instruments booked directly under consolidated reserves (group and non-controlling
interests) represented a net unrealized deferred tax impact of €0.2 million, broken down as follows:
(in € millions) 2018 2017
Change in fair value of hedge derivatives 0.2 18.3
of which:
forward purchases and sales on hulls / revenue - 3.3
interest rate swaps and others 0.2 15.0
Eff ect of deferred taxation - (3.7)
NET IMPACT 0.2 14.6
The derivative instruments are put in place in accordance with the group ’s risk management policy and are analyzed in note 3.17.
168 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Notes to the consolidated financial statements
3.18.3 Financial liabilities
As of December 31, 2018 and December 31, 2017, financial liabilities broke down as follows:
(in € millions)
12.31.2018 12.31.2017
CURRENT NON-CURRENT TOTAL TOTAL
Financial debt 1,449.9 44.8 1,494.7 1,608.8
Derivative fi nancial instruments 2.3 7.2 9.4 14.4
Trade and other payables 478.7 0.3 479.0 335.5
Other liabilities 3.9 1.2 5.1 7.0
TOTAL 1,934.7 53.5 1,988.2 1,965.8
a) Financial debtThe financial debt is analyzed in note 3.13. It broke down as follows as of December 31, 2018 and December 31, 2017:
(in € millions)
12.31.2018 12.31.2017
CURRENT NON-CURRENT TOTAL TOTAL
Bonds - - - -
Commercial paper - - - -
Draws on credit facilities - - - -
Borrowings on finance leases 117.1 0.3 117.5 74.1
Other bank loans 1,244.1 44.5 1,288.6 1,451.1
Accrued interest 44.7 - 44.7 7.2
Total borrowings 1,406.0 44.8 1,450.8 1,532.3
Bank overdrafts and short-term lines 43.9 - 43.9 76.4
Accrued interest - - - 0.0
TOTAL FINANCIAL DEBT 1,449.9 44.8 1,494.7 1,608.8
As of December 31, 2018, accrued interest not due includes €5.4 million of accrued interest for the bond issue (see note 3.9).
b) Derivative fi nancial instrumentsDerivative financial instruments recognized as liabilities on the balance sheet are presented in note 3.18.2.
c) Trade and other payables
(in € millions) 12.31.2018 12.31.2017
Trade payables 337.8 198.3
Debt on non-current assets 0.0 -
Social security liabilities 38.7 42.6
Tax liabilities 88.6 81.9
Other liabilities 13.5 11.9
Deferred income 1.4 2.3
TOTAL 480.1 337.0
The balance sheet value of all these debts represents a good approximation of their fair value.
3.18.4 Fair value of financial assets and liabilities
The method for valuing financial assets and liabilities is detailed in notes 1.5.7 to 1.5.18.
169BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Notes to the consolidated financial statements
3.18.5 Management of the risks related to financial instruments
The group ’s risk management policy is presented in note 3.17.
a) Credit riskOutstanding non-impaired receivables broke down as follows as of December 31, 2018 and December 31, 2017:
(in € millions)
12.31.2018
ASSETS OUTSTANDING AT YEAR-END
ASSETS IMPAIRED
ASSETS NOT IMPAIRED OR
OUTSTANDING TOTAL< 30 DAYS31-60 DAYS
61-90 DAYS > 90 DAYS TOTAL
Loans and receivables at
amortized cost - - - - - 45.5 38.2 83.7
Trade and other receivables 10.2 6.1 5.6 31.2 53.1 27.3 282.9 363.2
TOTAL 10.2 6.1 5.6 31.2 53.1 72.8 321.0 446.9
(in € millions)
12.31.2017
ASSETS OUTSTANDING AT YEAR-END
ASSETS IMPAIRED
ASSETS NOT IMPAIRED OR
OUTSTANDING TOTAL< 30 DAYS31-60 DAYS
61-90 DAYS > 90 DAYS TOTAL
Loans and receivables at
amortized cost - - - - - 18.5 92.4 110.9
Trade and other receivables 17.0 9.5 2.7 58.7 87.9 34.5 259.7 382.1
TOTAL 17.0 9.5 2.7 58.7 87.9 53.0 352.1 493.0
b) Liquidity riskThe group ’s exposure to liquidity risk is analyzed in note 3.17.
c) Market riskThe group ’s exposure to market risk is analyzed in note 3.17.
3.19 CONTINGENT LIABILITIES
As of December 31, 2017, pursuant to the provisions of IAS 37
on “Provisions, contingent liabilities and contingent assets, it had
been noted that one of the group ’s subsidiaries was involved in
legal proceedings following a dispute regarding a duty similar to an
indirect tax on certain invoiced services, for a total amount estimated
at the time at €28 million in principal and €66 million in penalties and
default interest.
In the management’s opinion, to the best of its knowledge of the
matter and of the local legal and tax environment, and supported by
the opinion of its counsel, this was a contingent liability for which the
likelihood of a significant payout was slight.
The claim by the local tax administration appeared to be groundless,
because it seemed to rely on an erroneous classification of the
services invoiced by the subsidiary, which the court of first instance
in the country in question had confirmed in its judgment rendered on
October 18, 2016, invalidating the adjustments notified by the local
tax administration.
The local tax administration had appealed the judgment before the
competent court of appeal.
By a judgment handed down on February 27, 2018, the appeal
court dismissed the claims of the administration and confirmed the
decision of the court of first instance canceling the adjustments.
The administration, even though it had a maximum of 30 business
days from the date of publication of the ruling to appeal the decision
before the competent court, did not appeal.
The judgment of February 27, 2018 handed down by the appeal
court in favor of the group and invalidating the adjustments became
fi nal on April 24, 2018.
Therefore, as of December 31, 2018, the group no longer has a
contingent liability in connection with this case.
Legal risks are described in “Legal Risks” in the Registration
Document, in note 5.3 of the management report.
170 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Operating segments
4/ Operating segments
The business segment fi nancial information is presented by
activity and by Segment based on the internal reporting system
and shows internal segment information used by the principal
operating decision maker to manage and measure the performance
of BOURBON (IFRS 8). The principles of the internal reporting do
not refl ect the application of the consolidation standards IFRS 10,
11, 12, IAS 27 (amended) and IAS 28 (amended). Internal reporting
(and thus adjusted financial information) records the performance of
operational joint ventures in which the group has joint control by the
full consolidation method. Furthermore, internal reporting (and again
the adjusted fi nancial information) does not take into account IAS 29
(Financial Reporting in Hyperinfl ationary Economies), applicable for
the fi rst time in 2017 (retroactively from January, 1) to an operational
joint venture in Angola.
The operating segments as presented for purposes of providing
segment information are as follows: “Marine & Logistics”, “Mobility”,
and “Subsea Services”. In turn, the “Marine & Logistics” segment is
broken down into “Deep” and “Shallow”.
Income and expenses that cannot be charged to the operating
segments are classified as “Other”.
The capital employed as presented in the segment information
includes the following items:
3 goodwill;
3 the consolidated net book value of the vessels;
3 installments on vessels under construction;
3 other intangible assets and property, plant and equipment;
3 non-current financial instruments (assets and liabilities);
3 long-term financial assets (mainly loans);
3 working capital, which includes current assets (with the exception
of cash and cash equivalents) as well as current liabilities (with the
exception of borrowings and bank loans and provisions).
Commercial transactions between segments are established on a
market basis, with terms and conditions identical to those in effect
for supplying goods and services to customers outside the group .
The segment information for 2018 is as follows:
(in € millions)
TOTAL MARINE &
LOGISTICS
OF WHICH
TOTAL MOBILITY
TOTAL SUBSEA
SERVICES OTHER
ADJUSTED TOTAL BY
ACTIVITY/ SEGMENT ADJUSTMENTS
TOTAL CONSOLIDATEDDEEP SHALLOW
Revenues 357.3 217.7 139.6 187.7 133.6 10.9 689.5 55.6 633.9
Direct costs (excluding
bareboat leases) (224.2) (126.8) (97.4) (124.0) (77.8) (5.7) (431.8) (35.9) (395.9)
General and
administrative costs (59.7) (36.4) (23.3) (31.4) (22.3) (1.6) (115.1) (7.6) (107.5)
EBITDAR* excluding capital gains 73.3 54.5 18.9 32.3 33.4 3.6 142.7 12.2 130.5
Bareboat leases (104.6) (49.8) (54.8) - (43.7) - (148.3) 0.0 (148.3)
Capital gains 0.6 - 0.6 0.9 (0.3) - 1.3 (0.0) 1.3
Gross operating income (EBITDA) (30.6) 4.7 (35.2) 33.2 (10.5) 3.6 (4.3) 12.2 (16.5)
EBIT (224.2) nc nc (33.8) (54.4) (1.6) (313.9) 6.3 (320.2)
Goodwill - - - - 19.2 - 19.2 - 19.2
Vessels 1 083.0 nc nc 211.9 299.8 - 1,594.7 55.1 1,539.6
Installments on vessels
under construction 11.2 nc nc 0.4 48.8 60.3 0.0 60.3
Other non-current
assets and liabilities 17.2 nc nc 24.6 9.0 19.3 70.1 (15.0) 85.1
Working capital (46.0) nc nc (24.2) (17.2) (0.2) (87.6) (8.6) (79.0)
Capital employed 1,065.3 nc nc 212.7 359.6 19.2 1,656.7 31.6 1,625.1
Capital employed excluding installments on vessels under construction 1,054.1 nc nc 212.3 310.8 19.2 1,596.4 31.6 1,564.8
Capital employed related to non-current assets held for sale and liabilities associated with non-current assets held for sale 12.0 nc nc - - - 12.0 - 12.0
* EBITDA excl. bareboat leases.
171BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Operating segments
The segment information for 2017 was as follows:
(in € millions)
TOTAL MARINE &
LOGISTICS
OF WHICH
TOTAL MOBILITY
TOTAL SUBSEA
SERVICES OTHER
ADJUSTED TOTAL BY
ACTIVITY/ SEGMENT ADJUSTMENTS
TOTAL CONSOLIDATEDDEEP SHALLOW
Revenues 411.2 256.9 154.2 216.3 220.1 13.1 860.6 67.0 793.6
Direct costs (excluding
bareboat leases) (253.0) (151.4) (101.6) (133.5) (106.3) (6.7) (499.6) (43.2) (456.4)
General and
administrative costs (51.9) (32.5) (19.5) (27.3) (27.8) (1.6) (108.7) (11.5) (97.2)
EBITDAR* excluding capital gains 106.2 73.1 33.2 55.4 86.0 4.7 252.4 12.3 240.0
Bareboat leases (119.0) (61.7) (57.2) - (45.4) - (164.4) (0.0) (164.4)
Capital gains (0.4) - (0.4) 0.1 - 0.1 (0.2) (0.0) (0.2)
Gross operating income (EBITDA) (13.2) 11.3 (24.5) 55.5 40.6 4.9 87.8 12.3 75.4
EBIT (358.1) nc nc (16.4) (27.6) (1.8) (403.9) 2.7 (406.6)
Goodwill 6.1 - 6.1 - 19.2 - 25.2 - 25.2
Vessels 1,289.0 nc nc 257.4 337.9 0.0 1,884.3 55.0 1,829.3
Installments on vessels
under construction 10.3 nc nc 0.1 48.0 - 58.4 0.2 58.2
Other non-current assets
and liabilities 49.6 nc nc 16.2 21.0 21.0 107.8 (7.8) 115.6
Working capital 44.5 nc nc 23.4 23.8 (0.1) 91.6 (10.3) 102.0
Capital employed 1,399.5 nc nc 297.1 449.9 20.8 2,167.4 37.1 2,130.3
Capital employed excluding installments on vessels under construction 1,389.2 nc nc 297.0 401.9 20.8 2,109.0 36.8 2,072.1
Capital employed related to non-current assets held for sale and liabilities associated with non-current assets held for sale - nc nc - - - - - -
* EBITDA excl. bareboat leases.
The breakdown of BOURBON’s revenue by geographical region for 2018 and 2017 was as follows:
(in € millions) 2018 ADJUSTED 2017 ADJUSTED
Africa 381.7 497.7
Europe & Med./Middle East 136.4 123.0
American continent 94.5 147.6
Asia 77.0 92.3
172 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Other information
5/ Other information
5.1 CONTRACTUAL OBLIGATIONS AND OTHER OFF-BALANCE SHEET COMMITMENTS
5.1.1 Off-balance sheet commitments related to the group scope of consolidation
(in € millions) 12.31.2018 12.31.2017
Commitments given 0.5 3.4
TOTAL COMMITMENTS GIVEN 0.5 3.4
5.1.2 Off-balance sheet commitments related to financing
Guarantees relating to medium- and long-term debt
(in € millions) 12.31.2018 12.31.2017
Commitments given
Mortgages and pledges on loans (equipment or marketable securities used as collateral) 1,230.5 1,382.0
Parent company guarantees given on behalf of Group entities 1,371.8 1,240.0
TOTAL COMMITMENTS GIVEN 2,602.3 2,622.0
Commitments received - 67.0
TOTAL COMMITMENTS RECEIVED - 67.0
In connection with certain restructured “club deal” and bilateral
financings and syndicated loans, the companies that own
BOURBON’s vessels consented to mortgages on some of their
vessels in favor of the lending institutions concerned to guarantee
the repayment of said loans.
As of December 31, 2018, although the total amount of mortgages
recorded with the appropriate authorities stood at €5,522.1 million,
the total amount that may be called was limited to the remaining
capital effectively owed by the group for the loans guaranteed by
these mortgages and personal pledges, i.e. €1,230.5 million.
The mortgage is released when the loan guaranteeing it is repaid
in full.
Parent company guarantees were given on behalf of Group entities
for €1,371.8 million.
5.1.3 Off-balance sheet commitments related to the group ’s operating activities
a) Operating activities
(in € millions) 12.31.2018 12.31.2017
Commitments given
Commitments given related to the performance of client contracts 19.7 12.7
Commitments given related to obligations towards the government 16.5 39.5
Commitments given related to the performance of supplier contracts 7.8 7.5
Other guarantees given 2.0 2.5
TOTAL COMMITMENTS GIVEN 45.9 62.2
Commitments received
Installment return guarantees 8.3 7.7
Other guarantees received - 12.5
TOTAL COMMITMENTS RECEIVED 8.3 20.2
173BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Other information
i. Commitments given
In the competitive bidding process in which the group participates,
some clients ask the bidders to submit a bid guarantee with their bid
to protect them if the call for bids is withdrawn. The validity period
of this kind of guarantee usually varies between 6 and 12 months.
If the contract is signed, the client may ask the bidder selected
to protect it by setting up a performance guarantee valid for the
duration of the contract, for a fixed or unspecified amount. As of
December 31, 2018, all such guarantees given by the group totaled
€19.7 million.
The group issues commitments to the customs authorities of some
countries in order to guarantee payment of the fees applicable to the
vessels operating in those countries. Deposits were also made so
that certain procedures could be initiated with administrative bodies.
As of December 31, 2018, all such guarantees given by the group
totaled €16.5 million.
ii. Commitments received
In connection with orders placed with different shipyards, the
group receives installment return guarantees which guarantee it
the reimbursement of all installments made during the construction
period in the event the project is interrupted.
These guarantees are issued either by the banks or by holding
companies and totaled €8.3 million as of December 31, 2018.
b) Contractual obligationsContractual obligations are as follows:
AS OF 12.31.2018(in € millions) TOTAL
PAYMENTS DUE BY PERIOD
< 1 YEAR 1 TO 5 YEARS > 5 YEARS
Finance leases 117.5 117.1 0.3 -
Operating leases (vessels) 1,184.5 266.0 668.8 249.7
Other operating leases 11.1 5.5 5.2 0.5
Balance payable on orders for vessels under construction 89.4 89.4 - -
TOTAL 1,402.5 478.0 674.3 250.1
In connection with this financing, the group conducted finance lease
operations under which the parent company of the entity signing the
finance lease agreement guaranteed payment of the rents. The debt
associated with these transactions amounted to €117.5 million as of
December 31, 2018.
As part of the sale and bareboat lease operations, the parent company
of the entity that signed the bareboat lease, or the group ’s holding
company, guaranteed payment of the leases. The commitment
connected with these transactions amounted to €1,184.5 million,
taking into account the unpaid rent payments over 2018.
The commitment relating to other operating leases was €11.1 million.
For the various orders placed with shipyards, the total amount of
the installments remaining due while the vessels were being built
amounted to €89.4 million as of December 31, 2018. Discussions are
in progress with the shipyards concerning the delivery of the vessels.
174 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Other information
5.2 NET EARNINGS PER SHARE
5.2.1 Basic net earnings per share
The determination of the weighted average number of ordinary shares outstanding during each period is presented below:
12.31.2018 12.31.2017
Weighted average number of shares over the period 77,499,214 77,499,214
Weighted average number of treasury shares held over the period (125,256) (400,539)
Weighted average number of shares outstanding during the period 77,373,958 77,098,675
The weighted average number of shares outstanding in 2018 and 2017 takes into account the weighted average number of stock options
exercised during each period, as the case may be.
For each period presented, the basic earnings per share were determined as follows:
12.31.2018 12.31.2017
Weighted average number of shares used to calculate the basic net earnings per share 77,373,958 77,098,675
Net income (in € millions)
Consolidated, group share (457.8) (576.3)
Consolidated, group share – excluding income from discontinued operations / operations held
for sale (457.8) (576.3)
Net income from discontinued operations / operations held for sale - group share - -
Basic net earnings per share (in €)
Consolidated, group share (5.92) (7.47)
Consolidated, group share – excluding income from discontinued operations / operations held
for sale (5.92) (7.47)
Net income from discontinued operations / operations held for sale - group share - -
5.2.2 Diluted net earnings per share
Pursuant to IAS 33, the number of shares used to calculate diluted
earnings per share takes into account the diluting effect of the
exercise of stock options (stock subscription and stock purchase
options), determined on the basis of the “share buyback” method.
It also includes the shares whose issue is conditional. The weighted
average number of shares used to calculate net earnings per share
is, therefore, increased by dilutive potential ordinary shares.
Diluted net earnings per share are established as follows:
Number of potential shares:
12.31.2018 12.31.2017
Weighted average number of shares outstanding during the period 77,373,958 77,098,675
Weighted average number of shares, the issue of which is conditional during the period - 292,600
Weighted average number of dilutive stock options during the period - -
Weighted average number of potential shares 77,373,958 77,391,275
In accordance with IAS 33, the determination of diluted net earnings
per share for 2017 did not take into account the stock option plans
authorized by the Board of Directors, as the options had an anti-
dilution effect.
Moreover, the determination of diluted net earnings per share for
2018 excludes all such share subscription or purchase option plans
authorized by the Board of Directors, as they retained their anti-
dilution effect.
175BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Other information
Diluted net earnings per share:
12.31.2018 12.31.2017
Weighted average number of shares used to calculate diluted net earnings per share 77,373,958 77,391,275
Net income (in € millions)
Consolidated, group share (457.8) (576.3)
Consolidated, group share – excluding income from discontinued operations / operations held
for sale (457.8) (576.3)
Net income from discontinued operations / operations held for sale - group share - -
Diluted net earnings per share (in €)
Consolidated, group share (5.92) (7.45)
Consolidated, group share – excluding income from discontinued operations / operations held
for sale (5.92) (7.45)
Net income from discontinued operations / operations held for sale - group share - -
5.3 WORKFORCE AND PAYROLL
The group ’s workforce was as follows:
(workforce) 2018 2017
Onshore personnel 1,424 1,456
Seagoing personnel 3,471 3,755
- Officers 1,934 1,960
- Crews and other 1,537 1,795
TOTAL 4,895 5,211
The group ’s personnel costs were:
(in € millions) 2018 2017
Personnel costs 263.7 225.3
5.4 SIGNIFICANT EVENTS AFTER THE END OF THE REPORTING PERIOD
On January 3, 2019, BOURBON announced that it had renewed
the general waiver with its lessors and debt holders representing
the majority of the group ’s debt, thus allowing it to suspend
the payments of its loans and debt. This waiver allows it to stay
focused on its operational priorities and the implementation of its
#BOURBONINMOTION strategic plan, thanks to a preserved cash
situation within a secured framework.
On April 17, 2019, the General Meeting of TSSDI holders authorized
BOURBON Corporation SA to defer the April 2018 payment, due on
April 24, 2019, to July 24, 2019 (the Deferred April 2018 Interest),
after acknowledging the decision of the General Meeting of TSSDI
holders of April 20, 2018 which approved deferment of the interest
payment amounting to €3.867 million due on April 24, 2018 for the
TSSDIs (the “April 2018 Payment”) to April 24, 2019.
Therefore, the interest accrued for the Interest Period running from
October 24, 2017 (included) to April 24, 2018 (excluded) will be paid
on July 24, 2019 (the “Deferred April 2018 Interest”). The Deferred
April 2018 Interest will accrue interest, from the Date of Payment
of Interest, October 24, 2018 (included) and until July 24, 2019
(excluded) at the rate applicable to the TSSDIs, on the Interest
Payment Date in question (the “Additional April 2018 Interest”).
The Additional April 2018 Interest will mature and be payable on
July 24, 2019.
5.5 RELATED-PARTY TRANSACTIONS
Relations with the Sinopacific Group
Mr. Jacques d’Armand de Chateauvieux, Chairman of the
BOURBON Corporation SA Board of Directors, indirectly holds,
via Cana Tera S.C.A, and its subsidiary JACCAR Holdings SAS, a
minority equity interest in Sinopacifi c Shipbuilding Group Co. Ltd., a
naval construction company, of which he is also a Director.
At December 31, 2018, as well as December 31, 2017 and December
31, 2016, current orders related to two vessels and amounted to
US$72.4 million.
Relations with an executive
In December 2014, BOURBON Corporation signed a
non- competition agreement with Mr. Laurent Renard, Executive Vice
President Finance and Administration at BOURBON Corporation
who had decided to retire, with the intent of preserving the legitimate
interests of the Company and its subsidiaries. This agreement, which
took effect on January 1, 2015, involves the payment in installments
of a sum of €300,000 to take place at the latest on January 31,
2016, January 31, 2017 and January 31, 2018. In 2018, a third and
fi nal amount of €110,000 gross was paid.
176 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Other information
Relations with JACCAR Holdings
A cash management agreement was signed between BOURBON
Corporation SA (via one of its subsidiaries) and JACCAR Holdings
SAS (Shareholder Company of BOURBON Corporation SA).
As of December 31, 2018, the amount of the advance including
interest granted to BOURBON was €16.9 million.
5.6 EXECUTIVE COMPENSATION
5.6.1 Compensation paid to the Chairman and Chief Executive Officer and the Executive Vice Presidents
5.6.1.1 Compensation paid to the Chairman and Chief Executive Offi cer
For the 2018 fiscal year
At its meeting on March 14, 2018, the Board of Directors of
BOURBON Corporation SA, on the proposal of the Nominating,
Compensation and Governance Committee, decided that the
components of Jacques d’Armand de Chateauvieux’s compensation
in respect of the 2018 fiscal year would be as follows:
3 fi xed annual compensation unchanged at €144,000;
3 variable compensation, which remains entirely linked to the
Company’s performance, corresponding to 1% of surplus net
income (group share) for the fi scal year in question and capped at
70% of the fixed compensation;
3 Directors’ fees paid by BOURBON Corporation SA.
With respect to variable compensation, the Board of Directors
did not follow the recommendation of the AFEP-MEDEF Code,
which provides that variable compensation must be subject to the
achievement of specific objectives, but instead granted variable
compensation with terms similar to the compensation terms of the
other shareholders (that is to say, a percentage of net income where
it is positive). This decision was based on the fact that the objectives
set for the two other corporate officers, linked to quantitative and
qualitative performance criteria, cannot apply to the Chairman and
CEO, who is the Company’s principal shareholder.
Jacques d’Armand de Chateauvieux has no other commitments
from the Company.
The Board, having prepared the Company’s financial statements,
noted that net income (group share) was negative. Therefore,
no variable compensation will be paid to Jacques d’Armand de
Chateauvieux for fiscal year 2018.
5.6.1.2 Compensation of the Chief Executive Offi cer
For the 2018 fiscal year
At its meeting on March 14, 2018, the Board of Directors of
BOURBON Corporation SA, on the proposal of the Nominating,
Compensation and Governance Committee, decided that the
components of the compensation paid to Gaël Bodénès in respect
of the 2018 fiscal year would be as follows:
3 fixed annual compensation of €280,260;
3 for the variable compensation, at its meeting on March 14, 2018,
the Board of Directors decided on a calculation procedure based
on the fi xed compensation; the variable compensation can be
up to 50% of fi xed compensation if the targets are met, and up
to 70% if the targets are exceeded. Targets are reviewed and
set each year by the Board of Directors on the proposal of the
Nominating, Compensation and Governance Committee and
aligned with the targets linked to the group ’s strategic priorities.
The degree to which each objective must be achieved is
precise and progressive, but is not made public for reasons of
confidentiality.
As the Chief Executive Offi cer is in office at December 31, 2018, he
is also allocated unemployment insurance for senior executives and
a company car.
On the basis of the objectives defined at the meeting of
March 14, 2018, the Board of Directors, having heard the opinion
of the members of the Nominating, Compensation, and Governance
Committee, which examined the extent to which the various
performance criteria had been achieved and analyzed the personal
contribution of each of the Executive Vice Presidents, and after
deliberations, fixed the variable compensation to be paid for fiscal
year 2018, subject to the approval of the Shareholders’ Meeting of
June 28, 2019.
5.6.1.3 Compensation paid to the Chairman of the Board of Directors
For the 2018 fiscal year
The BOURBON Corporation SA Board of Directors, at its meeting
held on April 10, 2018, on the proposal of the Nominating,
Compensation and Governance Committee, decided on the
compensation components payable to Jacques d’Armand de
Chateauvieux, in respect of his term as Chairman of the Board of
Directors for the 2018 fi scal year:
3 fixed annual compensation of €144,000;
3 Directors’ fees paid by BOURBON Corporation SA. Jacques
d’Armand de Chateauvieux receives no other commitments from
the Company.
This fixed compensation is re-examined annually by the Nominating,
Compensation and Governance Committee.
5.6.1.4 Compensation of the Executive Vice Presidents
For the 2018 fiscal year
At its meeting on March 14, 2018, the Board of Directors of
BOURBON Corporation SA, on the proposal of the Nominating,
Compensation and Governance Committee, decided that the
components of the compensation paid to Gaël Bodénès and Astrid
de Lancrau de Bréon in respect of the 2018 fiscal year would be as
follows:
3 for Gaël Bodénès: fi xed annual compensation of €280,260;
3 for Astrid de Lancrau de Bréon: fi xed annual compensation of
€240,000;
3 for the variable portion, several years ago the Board of Directors
defined a calculation procedure based on fixed compensation;
variable compensation can reach 50% of fixed compensation if
the objectives are achieved, and up to 70% if the objectives are
exceeded. Targets are reviewed and set each year by the Board
of Directors on the proposal of the Nominating, Compensation
and Governance Committee and aligned with the targets linked
to the group ’s strategic priorities. The degree to which each
objective must be achieved is precise and progressive, but is not
made public for reasons of confidentiality.
177BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Other information
3 ACHIEVEMENT OF OBJECTIVES FOR FISCAL YEAR 2018
GAËL BODÉNÈS, CHIEF OPERATING OFFICER THEN CHIEF EXECUTIVE OFFICER TARGET % % GRANTED
Economic parameters: 40% 10%
- Target for EBITDA excl. capital gains 20% Not achieved
- Objective for Days Sales Outstanding (DSO) 20% Achieved
Operational/HSE parameters: 40% 0%
- Target for average fleet utilization rate 20% Not achieved
- Target for Group TRIR 20% Not achieved
Personal contribution: 20% 20%
TOTAL 100% 30%
ASTRID DE LANCRAU DE BRÉON, CHIEF FINANCIAL OFFICER TARGET % % GRANTED
Economic parameters: 40% 10%
- Target for EBITDA excl. capital gains 20% Not achieved
- Objective for Days Sales Outstanding (DSO) 20% Achieved
Operational/HSE parameters: 40% 0%
- Target for average fleet utilization rate 20% Not achieved
- Target for Group TRIR 20% Not achieved
Personal contribution: 20% 0%
TOTAL 100% 10%
5.6.1.5 Summary table of the compensation, stock options, and shares granted to each Executive Director in offi ce as of December 31, 2018 (in euros)
JACQUES D’ARMAND DE CHATEAUVIEUX, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
FISCAL YEAR 2017
FISCAL YEAR 2018
Compensation due for the fi scal year (detailed in table 5.6.1.7) 174,000 182,000
Variable long-term compensation allocated over the year - -
Value of stock options awarded during the year (detailed in 5.6.3) - -
Value of performance shares awarded during the year - -
TOTAL 174,000 182,000
GAËL BODÉNÈS, EXECUTIVE VICE PRESIDENT
FISCAL YEAR 2017
FISCAL YEAR 2018
Compensation due for the fi scal year (detailed in table 5.6.1.7) 408,512 340,971
Variable long-term compensation allocated over the year - -
Value of stock options awarded during the year (detailed in 5.6.3) - -
Value of performance shares awarded during the year - -
TOTAL 408,512 340,971
In respect of his term of offi ce as Chief Operating Offi cer, Gaël
Bodénès was allocated unemployment insurance for senior
executives and a company car. Astrid de Lancrau de Bréon was
entitled to unemployment insurance for senior executives until the
end of her term of offi ce, i.e. until July 10, 2018.
On the basis of the objectives defined at the meeting of March
14, 2018, the Board of Directors, having heard the opinion of the
members of the Nominating, Compensation, and Governance
Committee, which examined the extent to which the various
performance criteria had been achieved and analyzed the personal
contribution of each of the Executive Vice Presidents, and after
deliberations, fixed the variable compensation to be paid for fiscal
year 2018, subject to the approval of the Shareholders’ Meeting of
June 28, 2019.
178 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Other information
5.6.1.6 Summary table of the compensation, stock options and shares granted to each Executive Director whose term of offi ce ended in 2018 (in euros)
ASTRID DE LANCRAU DE BRÉON,CHIEF FINANCIAL OFFICER (UNTIL 07.10.2018)
FISCAL YEAR 2017
FISCAL YEAR 2018
Compensation due for the year (detailed in table 5.6.1.8) 283,508 133,415
Variable long-term compensation allocated over the year - -
Value of stock options awarded during the year (detailed in 5.6.3) - -
Value of performance shares awarded during the year - -
TOTAL 283,508 133,415
5.6.1.7 Summary table of the compensation of each Executive Director in offi ce at December 31, 2018 (in euros)
JACQUES D’ARMAND DE CHATEAUVIEUX, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
FISCAL YEAR 2017 FISCAL YEAR 2018
DUE FOR THE YEAR
PAID OVER THE YEAR
DUE FOR THE YEAR
PAID OVER THE YEAR
Fixed compensation 144,000 144,000 144,000 144,000
Variable compensation(1) - - 0 -
Variable long-term compensation - - - -
Exceptional compensation - - - -
Directors’ fees(2) 30,000 30,000 38,000 32,000
Benefits in kind - - - -
TOTAL 174,000 174,000 182,000 176,000
(1) Variable compensation is payable the following year, after approval of the financial statements by the Shareholders’ Meeting.
(2) The amount due may vary depending on the number of Board Meetings held between Shareholders’ Meetings.
GAËL BODÉNÈS, EXECUTIVE VICE PRESIDENT
FISCAL YEAR 2017 FISCAL YEAR 2018
DUE FOR THE YEAR
PAID OVER THE YEAR
DUE FOR THE YEAR
PAID OVER THE YEAR
Fixed compensation 326,337 326,337(3) 280,260 280,260
Variable compensation(1) 63,662 26,500 42,039 63,662
Variable long-term compensation - - - -
Exceptional compensation - - - -
Directors’ fees for terms of office served in the group - - - -
Benefits in kind(2) 18,513 18,513 18,672 18,672
TOTAL 408,512 371,350 340,971 362,594
(1) Variable compensation is payable the following year, after approval of the financial statements by the Shareholders’ Meeting.
(2) Company car + unemployment insurance for senior executives.
(3) Of which pay in lieu of vacation amounting to €61,204.
179BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Other information
5.6.1.8 Summary table of compensation for each Executive Directors whose term of offi ce ended in 2018 (in euros)
ASTRID DE LANCRAU DE BRÉON, CHIEF FINANCIAL OFFICER (UNTIL 07.10.2018)
FISCAL YEAR 2017 FISCAL YEAR 2018
DUE FOR THE YEAR
PAID OVER THE YEAR
DUE FOR THE YEAR
PAID OVER THE YEAR
Fixed compensation 226,461 226,461(3) 126,452 126,452
Variable compensation(1) 52,800 - 6,323 52,800
Variable long-term compensation - - - -
Exceptional compensation - - - -
Directors’ fees - 29,000 - -
Benefits in kind(2) 4,247 4,247 640 640
TOTAL 283,508 259,708 133,415 179,892
(1) Variable compensation is payable the following year, after approval of the financial statements by the Shareholders’ Meeting.
(2) Company car.
(3) Of which pay in lieu of vacation amounting to €6,460.
5.6.2 Commitments of any kind made by the Company to its Executive Directors
Executive Directors aff ected by
the AFEP-MEDEF recommendation
EMPLOYMENT CONTRACT
SUPPLEMENTARY PENSION SCHEME
INDEMNITY OR BENEFITS PAYABLE OR POTENTIALLY
PAYABLE DUE TO TERMINATION OR
CHANGE OF FUNCTION
INDEMNITY PAYABLE UNDER A NON-
COMPETE CLAUSE
YES NO YES NO YES NO YES NO
Jacques d’Armand de Chateauvieux(1)
Chairman and Chief Executive Offi cer
Start of term of offi ce: 05.26.2016
End of term of office: Shareholders’ Meeting
called to approve the financial statements
for the year ended 12.31.2018 x x x x
Gaël Bodénès(2)
Executive Vice President
Start of term of offi ce: 05.26.2016
End of term of office: Shareholders’ Meeting
called to approve the financial statements
for the year ended 12.31.2018 (3) x x x
(1) Jacques D’Armand de Chateauvieux has been Chairman of the Board since March 14, 2018. His term of office will end following the Shareholders’
Meeting called to approve the financial statements for the fiscal year ending on 12.31.2018.
(2) Gaël Bodénès has been Chief Executive Officer since March 14, 2018 and his term of office will end following the Shareholders’ Meeting called to
approve the financial statements of the fiscal year ending on 12.31.2018.
(3) Gaël Bodénès has a contract of employment with the EIG Bourbon Management, which has been suspended by the Board, deeming that his corporate
term of offi ce was an extension of the salaried duties that he has been performing since he joined the group in 2002; ending it would have deprived him
of the rights attached to his length of service. The Chief Executive Offi cer does not benefi t from any special indemnifi cation clause in the event of
departure.
5.6.3 Stock options exercised during the year by each Executive Director
No subscription or purchase stock options were granted or exercised in 2018.
180 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Other information
5.7 STATUTORY AUDITORS’ FEES
DELOITTE EURAAUDIT C.R.C.
STATUTORY AUDITORS’ FEES FOR FISCAL YEAR 2018
STATUTORY AUDITORS (DELOITTE & ASSOCIÉS) NETWORK
STATUTORY AUDITORS (EURAAUDIT C.R.C.) NETWORK
(in € thousands) AMOUNT % AMOUNT % AMOUNT % AMOUNT %
Certification of separate and consolidated financial statements and half-year review
- Entity 104 29% n/a 65 48% n/a
- Controlled entities(1) 227 62% 550 100% 71 52% - 0%
Subtotal A 331 91% 550 100% 136 100% - 0%
Services other than the certifi cation of the fi nancial statements required by legislation and regulations
- Entity - 0% n/a - 0% n/a
- Controlled entities(1) - 0% - 0% - 0% - 0%
Subtotal B - 0% - 0% - 0% - 0%
Services other than the certifi cation of fi nancial statements supplied at the entity’s request(2)
- Entity 33 9% n/a - 0% n/a
- Controlled entities(1) - 0% 3 0% - 0% - 0%
Subtotal C 33 9% 3 0% - 0% - 0%
Subtotal D = B + C 33 9% 3 0% - 0% - 0%
TOTAL E = A + D 364 100% 552 100% 136 100% - 0%
(1) The entities taken into account are the fully consolidated subsidiaries and jointly controlled entities when the fees are recognized in the consolidated
income statement.
(2) The services provided are the auditing of the consolidated human resource, environmental and societal information of BOURBON Corporation SA
following the appointment of Deloitte & Associés as independent third party, and various legal and tax-related services provided by the Deloitte
network.
181BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Other information
5.8 SCOPE OF CONSOLIDATION
5.8.1 List of BOURBON Corporation SA’s fully consolidated companies
% CONTROL OF CAPITAL HELD DIRECTLY OR INDIRECTLY
% INTEREST IN CAPITAL HELD DIRECTLY OR INDIRECTLY
COUNTRY2018 2017 2018 2017
BOURBON Corporation SA Parent Company Parent Company
France
(Marseille)
Aequo Animo Shipping Navegação Lda 100,00 100,00 100,00 100,00
Portugal
(Madeira)
Aries Marine pte.Ltd (formerly Marine Network
Asia pte.Ltd) 90,00 90,00 90,00 90,00 Singapore
Bahtera Sri Kandi Asset Ltd (formerly Bourbon
Labuan Asset) 100,00 100,00 49,00 49,00 Malaysia
Bahtera Sri Kandi Marine SDN.BHD (formerly
Bourbon Off shore Mitra SDN.BHD) 100,00 100,00 49,00 49,00 Malaysia
Bahtera Sri Kandi Off shore Ltd (formerly Bourbon
Off shore Labuan Ltd) 100,00 100,00 49,00 49,00 Malaysia
BAOS Holding Ltd 50,00 50,00 50,00 50,00 Cyprus
BAOS Provider Ltd 50,00 50,00 50,00 50,00 Cyprus
BON Crewing AS 100,00 100,00 100,00 100,00 Norway
BON Management AS 100,00 100,00 100,00 100,00 Norway
Bourbon AD6 100,00 100,00 100,00 100,00 France
Bourbon Asia Asset pte Ltd 100,00 100,00 100,00 100,00 Singapore
Bourbon Assets Singapore pte Ltd 100,00 100,00 100,00 100,00 Singapore
Bourbon Baltic Ltd Liability Company 100,00 100,00 100,00 100,00 Russia
Bourbon Black Sea 100,00 100,00 100,00 100,00 Romania
Bourbon Brazil Participações 100,00 100,00 100,00 100,00 Brazil
Bourbon Cap RE 100,00 100,00 100,00 100,00 Luxembourg
Bourbon Capital (1) 100,00 (1) 100,00 Luxembourg
Bourbon Capital Holdings USA 100,00 100,00 100,00 100,00
United
States
Bourbon China Group Ltd 100,00 100,00 100,00 100,00 China
Bourbon Cormorant Lease SAS 100,00 100,00 0,00 0,00 France
Bourbon Docking and Sourcing DMCEST (formerly
Bourbon Sourcing DMCEST) 100,00 100,00 100,00 100,00
United Arab
Emirates
Bourbon East Asia pte Ltd 90,00 90,00 90,00 90,00 Singapore
Bourbon Far East pte Ltd 100,00 100,00 100,00 100,00 Singapore
Bourbon Gabon SA 60,00 60,00 60,00 60,00 Gabon
Bourbon Gaia Supply 100,00 100,00 100,00 100,00 France
Bourbon Ghana International 49,00 49,00 49,00 49,00 France
Bourbon Ghana Ltd 49,00 49,00 49,00 49,00 Ghana
Bourbon International Mobility SA 100,00 100,00 100,00 100,00 Switzerland
Bourbon Interoil Nigeria Ltd 40,00 40,00 40,00 40,00 Nigeria
Bourbon Logistics (formerly Bourbon AD4) 100,00 100,00 100,00 100,00 France
Bourbon Logistic Nigeria Limited 100,00 100,00 100,00 100,00 Nigeria
Bourbon Logistics Indonesia 100,00 100,00 95,00 95,00 Indonesia
Bourbon Management (formerly CFG) 100,00 100,00 100,00 100,00 France
Bourbon Marine & Logistics (formerly Bourbon
Off shore) 100,00 100,00 100,00 100,00 France
Bourbon Marine Services Austral 100,00 100,00 100,00 100,00 Mauritius
Bourbon Marine Services Greenmar 100,00 100,00 100,00 100,00 Mauritius
Bourbon Maritime (formerly Compagnie Chambon) 100,00 100,00 100,00 100,00 France
182 BOURBON 2018 REGISTRATION DOCUMENT
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4
Other information
% CONTROL OF CAPITAL HELD DIRECTLY OR INDIRECTLY
% INTEREST IN CAPITAL HELD DIRECTLY OR INDIRECTLY
COUNTRY2018 2017 2018 2017
Bourbon Mauritius 100,00 100,00 100,00 100,00 Mauritius
Bourbon Mobility (formerly Bourbon AD5) 100,00 100,00 100,00 100,00 France
Bourbon Mobility Holding (eh Nikolas, formerly Setaf) 100,00 100,00 100,00 100,00 France
Bourbon Off shore Asia pte Ltd 90,00 90,00 90,00 90,00 Singapore
Bourbon Off shore Craft 100,00 100,00 100,00 100,00 France
Bourbon Off shore Craft TT (formerly Cemtaf,
formerly Tribor) 100,00 100,00 100,00 100,00 France
Bourbon Off shore DNT (formerly DNT Off shore) 100,00 100,00 100,00 100,00 Italy
Bourbon Off shore Gaia 100,00 100,00 100,00 100,00 France
Bourbon Off shore Greenmar 100,00 100,00 100,00 100,00 Switzerland
Bourbon Off shore Gulf 60,00 60,00 60,00 60,00 Bahrain
Bourbon Off shore India Private Ltd 100,00 100,00 100,00 100,00 India
Bourbon Off shore Interoil Shipping-Navegação Lda 55,00 55,00 55,00 55,00
Portugal
(Madeira)
Bourbon Off shore Marine Services
(formerly Bourbon AD3) 100,00 100,00 100,00 100,00 France
Bourbon Off shore Maritima (formerly Delba Maritima
Navegação) 100,00 100,00 100,00 100,00 Brazil
Bourbon Off shore MMI 100,00 100,00 100,00 100,00
United Arab
Emirates
Bourbon Off shore Norway AS 100,00 100,00 100,00 100,00 Norway
Bourbon Off shore Pacifi c pty Ltd 100,00 100,00 100,00 100,00 Australia
Bourbon Off shore Surf 100,00 100,00 100,00 100,00 France
Bourbon Off shore Triangle 51,00 51,00 51,00 51,00 Egypt
Bourbon Off shore Trinidad Ltd 100,00 100,00 100,00 100,00 Trinidad
Bourbon Off shore Ukraine (formerly Bourbon Marine
Services Ukraine) 100,00 80,00 100,00 80,00 Ukraine
Bourbon PS 100,00 100,00 100,00 100,00 France
Bourbon Salvage investments 100,00 100,00 100,00 100,00 France
Bourbon Services Luxembourg SARL 100,00 100,00 100,00 100,00 Luxembourg
Bourbon Ships AS 100,00 100,00 100,00 100,00 Norway
Bourbon Sourcing and Trading pte Ltd (formerly
Bourbon Training Center Asia pte Ltd) 100,00 100,00 100,00 100,00 Singapore
Bourbon Subsea PS (formerly Bourbon AD1) 100,00 100,00 100,00 100,00 France
Bourbon Subsea Services 100,00 100,00 100,00 100,00 France
Bourbon Subsea Services Asia pte Ltd (formerly
Bourbon Off shore DNT Asia pte Ltd) 100,00 100,00 100,00 100,00 Singapore
Bourbon Subsea Services Investments 100,00 100,00 100,00 100,00 France
Bourbon SUN III (formerly Bourbon AD2) 100,00 100,00 100,00 100,00 France
Bourbon Supply Asia pte Ltd 100,00 100,00 100,00 100,00 Singapore
Bourbon Supply Investissements 100,00 100,00 100,00 100,00 France
Bourbon Tern Lease SAS 100,00 100,00 0,00 0,00 France
Bourbon Training Center & Simulator pte Ltd (1) 100,00 (1) 100,00 Singapore
Buana Jasa Bahari pte Ltd 100,00 100,00 100,00 100,00 Singapore
BUMI Subsea Asia pte Ltd 70,00 70,00 70,00 70,00 Singapore
BUMI Subsea Labuan Limited 100,00 100,00 100,00 100,00 Malaysia
BUMI Subsea Solutions SDN.BHD 49,00 49,00 49,00 49,00 Malaysia
Caroline 20 100,00 100,00 100,00 100,00 France
Caroline 21 100,00 100,00 100,00 100,00 France
Caroline 22 100,00 100,00 100,00 100,00 France
Caroline 23 100,00 100,00 100,00 100,00 France
183BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Other information
% CONTROL OF CAPITAL HELD DIRECTLY OR INDIRECTLY
% INTEREST IN CAPITAL HELD DIRECTLY OR INDIRECTLY
COUNTRY2018 2017 2018 2017
Caroline 63 SAS 0,00 100,00 0,00 0,00 France
Caroline 8 SAS 100,00 100,00 100,00 100,00 France
Cusack 100,00 100,00 100,00 100,00 Uruguay
Delba Operadora de Apoio Maritimo 100,00 100,00 100,00 100,00 Brazil
Elbuque-Shipping LDA (1) 100,00 (1) 51,00
Portugal
(Madeira)
Financière Bourbon 100,00 100,00 100,00 100,00 France
Grena-Navegação LDA (1) 100,00 (1) 100,00
Portugal
(Madeira)
Holland Propeller Services B.V 100,00 100,00 60,00 60,00 Netherlands
Inebolu Petroleum Marine Services Ltd Company (1) 100,00 (1) 100,00 Turkey
Inspares 0,00 100,00 0,00 100,00
United Arab
Emirates
Jade-Navegação LDA (1) 100,00 (1) 100,00
Portugal
(Madeira)
Lastro-Companhia Internacional de Navegação LDA 100,00 100,00 100,00 100,00
Portugal
(Madeira)
Latin quarter-Serviços Maritimos Internacionais LDA 100,00 100,00 51,00 51,00
Portugal
(Madeira)
Les Abeilles 100,00 100,00 100,00 100,00 France
Mastshipping-Shipping LDA 100,00 100,00 51,00 51,00
Portugal
(Madeira)
Navegaceano- Shipping LDA (1) 100,00 (1) 51,00
Portugal
(Madeira)
Navegacion Costa Fuera 49,00 49,00 49,00 49,00 Mexico
Naviera Bourbon Tamaulipas 49,00 49,00 49,00 49,00 Mexico
Oceanteam Bourbon 101 AS 50,00 50,00 50,00 50,00 Norway
Onix Participaçoes e Investimentos, Sociedade
Unipessoal Lda 100,00 100,00 100,00 100,00
Portugal
(Madeira)
Opsealog 60,00 60,00 60,00 60,00 France
Perestania 100,00 100,00 100,00 100,00 France
Placements Provence Languedoc 100,00 100,00 100,00 100,00 France
PSV Support 49,00 49,00 49,00 49,00
United
States
PT Surf Marine Indonesia 100,00 100,00 49,00 49,00 Indonesia
Servicios y Apoyos Maritimos 49,00 49,00 49,00 49,00 Mexico
SGSP International 100,00 100,00 100,00 51,00 France
Sigma Shipping Services Ltd 100,00 0,00 70,00 0,00 Nigeria
SNC AHTS 1 100,00 100,00 100,00 100,00 France
SNC Altair 100,00 100,00 100,00 100,00 France
SNC B.P.S. (formerly TBN 9) 100,00 100,00 100,00 100,00 France
SNC B.S.P.S. (formerly TBN 11) 100,00 100,00 100,00 100,00 France
SNC Bourbon Alienor (formerly B.L. 230) 100,00 100,00 100,00 100,00 France
SNC Bourbon Amilcar 100,00 100,00 100,00 100,00 France
SNC Bourbon Arcadie (formerly B.L. 201) (1) 100,00 (1) 100,00 France
SNC Bourbon Auroch 100,00 100,00 100,00 100,00 France
SNC Bourbon Bison 100,00 100,00 100,00 100,00 France
SNC Bourbon CE Fulmar 100,00 100,00 0,00 0,00 France
SNC Bourbon CE Gannet 100,00 100,00 0,00 0,00 France
SNC Bourbon CE Grebe 100,00 100,00 0,00 0,00 France
SNC Bourbon CE Petrel 100,00 100,00 0,00 0,00 France
184 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Other information
% CONTROL OF CAPITAL HELD DIRECTLY OR INDIRECTLY
% INTEREST IN CAPITAL HELD DIRECTLY OR INDIRECTLY
COUNTRY2018 2017 2018 2017
SNC Bourbon Diamond (1) 100,00 (1) 100,00 France
SNC Bourbon Enterprise 100,00 100,00 100,00 100,00 France
SNC Bourbon Evolution 802 100,00 100,00 100,00 100,00 France
SNC Bourbon Evolution 803 100,00 100,00 100,00 100,00 France
SNC Bourbon Explorer 516 (formerly SNC TBN 8) 100,00 100,00 100,00 100,00 France
SNC Bourbon Explorer 518 (formerly SNC TBN 10) 100,00 100,00 100,00 100,00 France
SNC Bourbon Explorer 519 (formerly Surfer 2013) 100,00 100,00 100,00 100,00 France
SNC Bourbon Hamelin (1) 100,00 (1) 100,00 France
SNC Bourbon Herald 100,00 100,00 100,00 100,00 France
SNC Bourbon Himalaya (1) 100,00 (1) 100,00 France
SNC Bourbon Liberty 226 (1) 100,00 (1) 100,00 France
SNC Bourbon Liberty 226 (1) 100,00 (1) 100,00 France
SNC Bourbon Liberty 226 (1) 100,00 (1) 100,00 France
SNC Bourbon Liberty 226 100,00 100,00 100,00 100,00 France
SNC Bourbon Liberty 226 100,00 100,00 100,00 100,00 France
SNC Bourbon Liberty 226 100,00 100,00 100,00 100,00 France
SNC Bourbon Liberty 226 100,00 100,00 100,00 100,00 France
SNC Bourbon Liberty 226 100,00 100,00 100,00 100,00 France
SNC Bourbon Liberty 226 100,00 100,00 100,00 100,00 France
SNC Bourbon Liberty 226 100,00 100,00 100,00 100,00 France
SNC Bourbon Liberty 226 100,00 100,00 100,00 100,00 France
SNC Bourbon Liberty 226 100,00 100,00 100,00 100,00 France
SNC Bourbon Liberty 226 100,00 100,00 100,00 100,00 France
SNC Bourbon Liberty 227 100,00 100,00 100,00 100,00 France
SNC Bourbon Liberty 228 100,00 100,00 100,00 100,00 France
SNC Bourbon Liberty 229 100,00 100,00 100,00 100,00 France
SNC Bourbon Liberty 232 100,00 100,00 100,00 100,00 France
SNC Bourbon Liberty 235 (formerly B.L. 122) 100,00 100,00 100,00 100,00 France
SNC Bourbon Liberty 236 100,00 100,00 100,00 100,00 France
SNC Bourbon Liberty 237 (formerly B.L. 234) 100,00 100,00 100,00 100,00 France
SNC Bourbon Liberty 238 100,00 100,00 100,00 100,00 France
SNC Bourbon Liberty 243 100,00 100,00 100,00 100,00 France
SNC Bourbon Liberty 244 100,00 100,00 100,00 100,00 France
SNC Bourbon Liberty 245 100,00 100,00 100,00 100,00 France
SNC Bourbon Liberty 247 (formerly B.L. 121) 100,00 100,00 100,00 100,00 France
SNC Bourbon Liberty 248 (formerly B.L. 239) 100,00 100,00 100,00 100,00 France
SNC Bourbon Liberty 249 (formerly B.L. 233) 100,00 100,00 100,00 100,00 France
SNC Bourbon Liberty 251 (formerly SNC Bourbon
Artabaze) 100,00 100,00 100,00 100,00 France
SNC Bourbon Liberty 252 100,00 100,00 100,00 100,00 France
SNC Bourbon Liberty 253 100,00 100,00 100,00 100,00 France
SNC Bourbon Liberty 305 (formerly TBN 3) 100,00 100,00 100,00 100,00 France
SNC Bourbon Liberty 306 (formerly TBN 4) 100,00 100,00 100,00 100,00 France
SNC Bourbon Liberty 308 (formerly TBN 2
formerly 303) 100,00 100,00 100,00 100,00 France
SNC Bourbon Liberty 313 (formerly TBN 5
formerly 307) 100,00 100,00 100,00 100,00 France
SNC Bourbon Pearl (1) 100,00 (1) 100,00 France
SNC Bourbon Ruby (1) 100,00 (1) 100,00 France
185BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Other information
% CONTROL OF CAPITAL HELD DIRECTLY OR INDIRECTLY
% INTEREST IN CAPITAL HELD DIRECTLY OR INDIRECTLY
COUNTRY2018 2017 2018 2017
SNC Bourbon Sapphire (1) 100,00 (1) 100,00 France
SNC Bourbon Sirocco (formerly TBN 6) 100,00 100,00 100,00 100,00 France
SNC Bourbon Supporter (1) 100,00 (1) 100,00 France
SNC Bourbon Yack 100,00 100,00 100,00 100,00 France
SNC Endeavor 100,00 100,00 100,00 100,00 France
SNC Liberty 201 100,00 100,00 100,00 100,00 France
SNC Liberty 204 100,00 100,00 100,00 100,00 France
SNC Liberty 212 100,00 100,00 100,00 100,00 France
SNC Liberty 233 100,00 100,00 100,00 100,00 France
SNC Liberty 234 100,00 100,00 100,00 100,00 France
SNC Liberty CE 121 100,00 100,00 100,00 100,00 France
SNC Liberty CE 122 100,00 100,00 100,00 100,00 France
SNC Liberty CE 217 100,00 100,00 100,00 100,00 France
SNC Liberty CE 223 100,00 100,00 100,00 100,00 France
SNC Liberty CE 239 100,00 100,00 100,00 0,00 France
SNC Liberty CE 241 100,00 100,00 100,00 0,00 France
SNC Liberty CE 303 100,00 100,00 0,00 0,00 France
SNC Liberty CE 304 100,00 100,00 0,00 0,00 France
SNC Surfer 2009 (1) 100,00 (1) 100,00 France
SNC Surfer 2009 TT (1) 100,00 (1) 100,00 France
SNC Surfer 2010 100,00 100,00 100,00 100,00 France
SNC Surfer 2011 (formerly SURFER 2010 TT) 100,00 100,00 100,00 100,00 France
SNC Surfer 2012 100,00 100,00 100,00 100,00 France
SNC Surfer 3603 (formerly TBN 1) 100,00 100,00 100,00 100,00 France
SNC TBN 12 100,00 100,00 100,00 100,00 France
SNC TBN 13 100,00 100,00 100,00 100,00 France
Sonasurf Internacional-Shipping LDA 51,00 51,00 51,00 51,00
Portugal
(Madeira)
Sonasurf Unipessoal Lda (formerly Sonasurf Jersey
Ltd) (1) 100,00 (1) 51,00
Portugal
(Madeira)
Sopade (Sté participation développement SAS) (1) 100,00 (1) 100,00 France
Toesa 100,00 100,00 100,00 100,00 Uruguay
(1) Liquidations/Dissolutions.
186 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Other information
5.8.2 List of companies consolidated by BOURBON Corporation SA using the equity method
% CONTROL OF CAPITAL HELD DIRECTLY OR INDIRECTLY
% INTEREST IN CAPITAL HELD DIRECTLY OR INDIRECTLY
COUNTRY2018 2017 2018 2017
Bourbon Gulf 49,00 49,00 49,00 49,00 Qatar
Copremar 20,00 20,00 20,00 20,00 Congo
EPD China Group, Ltd (formerly EPD (Yangzhou)
Electronic Power Design, Co, Ltd) 50,00 50,00 50,00 50,00 China
EPD Asia Group Ltd 50,00 50,00 50,00 50,00
United
States
EPD Horizon pte Ltd 50,00 50,00 50,00 50,00 Singapore
EPD Singapore Services pte Ltd 50,00 50,00 50,00 50,00 Singapore
Jackson Off shore LLC 0,00 24,50 0,00 24,50
United
States
Oceanteam Bourbon 4 AS 50,00 50,00 50,00 50,00 Norway
Oceanteam Bourbon Investments AS (formerly
Oceanteam Bourbon Spares & Equipments AS) 50,00 50,00 50,00 50,00 Norway
Sonasurf (Angola) - Companhia de serviços
Maritimos, LDA 50,00 50,00 50,00 50,00 Angola
Southern Transformers & Magnetics LLC 50,00 50,00 50,00 50,00
United
States
ENHL Bourbon Lda 51,00 0,00 51,00 0,00 Mozambique
187BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Financial Glossary
6/ Financial Glossary
Adjusted data: internal reporting (and thus adjusted fi nancial
information) records the performance of operational joint ventures in
which the group has joint control by the full consolidation method.
The adjusted financial information is presented by activity and by
Segment based on the internal reporting system and internal
segment information used by the principal operating decision-maker
to manage and measure the performance of BOURBON (IFRS 8).
Furthermore, internal reporting (and again the adjusted fi nancial
information) does not take into account IAS 29 (Financial Reporting
in Hyperinfl ationary Economies), applicable for the fi rst time in 2017
(retroactively from January 1) to an operational joint venture in Angola.
EBITDAR: revenue less direct operating costs (except bareboat
charters) and general and administrative costs.
EBITDA: EBITDAR less bareboat charters.
EBIT: EBITDA after depreciation, amortization and provisions and
capital gains on equity interests sold, but excluding share of net
income of companies under the equity method.
Operating income (EBIT) after share of results from
companies under the equity method: EBIT after share of net
income of companies under the equity method.
Capital invested (or employed): includes (i) shareholders’ equity,
(ii) provisions (including net deferred tax), (iii) net debt; it is also
defi ned as the sum (i) of net non-current assets (including advances
on fi xed assets), (ii) working capital requirements, and (iii) net assets
held for sale.
Average capital employed excl. advances: is understood as the
average of the capital employed at the beginning of the period and
end of the period, excluding advances on fi xed assets.
Free cash fl ow: net cash fl ows from operating activities after
inclusion of incoming payments and disbursements related to
acquisitions and sales of property, plant and equipment and
intangible assets.
188 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Statutory auditors’ report on the consolidated fi nancial statements (Year ended December 31, 2018)
STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS (YEAR ENDED DECEMBER 31, 2018)
This is a translation into English of the statutory auditors’ report on the consolidated fi nancial statements of the Company issued in French and
it is provided solely for the convenience of English speaking users.
This statutory auditors’ report includes information required by European regulation and French law, such as information about the appointment
of the statutory auditors or verifi cation of the management report and other documents provided to shareholders.
This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable
in France.
To the Bourbon Corporation Annual General Meeting,
Opinion
In compliance with the engagement entrusted to us by your Annual General Meetings, we have audited the accompanying consolidated
fi nancial statements of Bourbon Corporation for the year ended December 31, 2018.
In our opinion, the consolidated fi nancial statements give a true and fair view of the assets and liabilities and of the fi nancial position of
the Group as of December 31, 2018 and of the results of its operations for the year then ended in accordance with International Financial
Reporting Standards as adopted by the European Union.
The audit opinion expressed above is consistent with our report to the Audit Committee.
Basis for Opinion
Audit Framework
We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained
is suffi cient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the “Statutory Auditors’ Responsibilities for the Audit of the Consolidated
Financial Statements” section of our report.
Independence
We conducted our audit engagement in compliance with independence rules applicable to us, for the period from January 1, 2018 to the date
of our report and specifi cally we did not provide any prohibited non-audit services referred to in Article 5(1) of Regulation (EU) No. 537/2014
or in the French Code of Ethics (code de déontologie) for statutory auditors.
Material uncertainty surrounding going concern
We draw attention to Note 1.2 to the consolidated fi nancial statements which describes the material uncertainty resulting from events or
conditions that may cast signifi cant doubt on the Company’s ability to continue as a going concern. Our opinion is not modifi ed in respect of
this matter.
Emphasis of matter
We draw attention to Note 1.3 to the consolidated fi nancial statements which describes the change in accounting method resulting from the
application of IFRS 9 and IFRS 15 that came into effect on January 1, 2018. Our opinion is not modifi ed in respect of this matter.
Justification of Assessments - Key Audit Matters
In accordance with the requirements of Articles L.823-9 and R.823-7 of the French Commercial Code (code de commerce) relating to the
justifi cation of our assessments, and in addition to the matter described in the “Material uncertainty surrounding going concern” section, we
inform you of the key audit matters relating to risks of material misstatement that, in our professional judgment, were of most signifi cance in
our audit of the consolidated fi nancial statements of the current period, as well as how we addressed those risks.
These matters were addressed in the context of our audit of the consolidated fi nancial statements as a whole, and in forming our opinion
thereon. We do not provide a separate opinion on specifi c items of the consolidated fi nancial statements.
189BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Statutory auditors’ report on the consolidated fi nancial statements (Year ended December 31, 2018)
RECOVERABLE AMOUNT OF PROPERTY, PLANT AND EQUIPMENT
(Notes 1.4 – Impairment test fi xed assets, 1.5.5 and 3.3 – Property, plant and equipment and 3.1 - Goodwill to the consolidated fi nancial statements)
Key audit matter Our audit approach
Due to its marine services activity, the Group’s property, plant and
equipment mainly comprises ships. It represented a net amount of
€1,638 million as of December 31, 2018 for total assets of €2,359
million.
Property, plant and equipment is subject to impairment testing where
there is an indication of loss in value, i.e. when specifi c events or
circumstances indicate a risk of impairment for these assets.
As of December 31, 2018, diffi cult conditions in the Oil & Gas market
represented an indication of impairment pursuant to IAS 36 –
Impairment of assets.
In this context, the recoverable amount of the ships was determined
using the methods described in the notes to the consolidated fi nancial
statements and mainly by distinguishing between ships to be sold
under the strategic action plan #BOURBONINMOTION (see Note 2.1
to the consolidated fi nancial statements), and the remaining fl eet:
- For each of the 30 old ships that cannot be digitally connected as well
as the 11 other targeted ships (removed from their respective CGUs
for individual testing), decommissioned and to be sold within two
years in their existing state, the recoverable amount is equal to fair
value less costs to sell; on this basis, an impairment loss of €26.2
million was recognized as of December 31, 2018 (see Note 3.3 to the
consolidated fi nancial statements).
- iFor the other ships, the recoverable amount corresponds to their
value in use, calculated for the cash-generating units (CGU) to which
they relate, using discounted expected future cash fl ows; an
impairment loss of €28.5 million was recognized for ships in the
Marine & Logistics – Deep CGU and an impairment loss of €15 million
was recognized for ships in the Marine & Logistics – Shallow CGU
(see Note 3.1 to the consolidated fi nancial statements).
We considered the valuation of this property, plant and equipment to be
a key audit matter due to:
- its weight on the Group’s balance sheet, as well as the size of the
impairment recognized during the year, which signifi cantly impacts the
Group’s performance;
- the indications of impairment existing as of December 31, 2018,
- the material judgments made by management to determine the
assumptions and estimates underlying the calculation of the
recoverable amounts in a cyclical and uncertain market environment.
Regarding the ships measured at fair value less costs to sell, we:
- verifi ed the compliance of the methodology adopted by the Company
as described in the notes to the consolidated fi nancial statements,
with prevailing accounting standards,
- assessed the robustness of the fair value determination process by
comparing, for the ships sold in 2018, the valuations adopted as of
December 31, 2017 with the selling prices,
- reconciled the ship fair values adopted for the impairment calculations
with the valuations obtained from independent shipping brokers,
- verifi ed the resulting impairment calculations.
For the other ships, tested at CGU level, we carried out a critical review
of the main parameters taken into account by Group management
when estimating the recoverable amounts of the various CGUs and in
particular:
- reconciled the data underlying the net carrying amount of the tested
CGUs with the consolidated fi nancial statements,
- assessed the quality of the 2019 budget preparation process and the
reasonableness of the forecasts included in the 2020-2023 business
plan compared to the economic and fi nancial context in which the
Group operates and market outlooks,
- assessed the reasonableness of the perpetual growth rate adopted
given the countries in which the Group operates,
- analyzed the relevance of the discount rate used with regard to the
rate calculated by a renowned independent expert, those used by the
analysts who monitor the Group and our own estimated rate
determined with the assistance of our valuation specialists,
- tested the calculations performed by the Company, for the recoverable
amounts and the assessments of sensitivity to changes in the main
assumptions used, as described in Note 3.1 to the consolidated
fi nancial statements.
Finally, we verifi ed the appropriateness of the disclosures in Notes 3.1
and 3.3 to the consolidated fi nancial statements with regard to IAS 36.
Specific verifications
As required by law and regulations, we have also verifi ed in accordance with professional standards applicable in France the information
pertaining to the Group presented in the Board of Directors’ management report.
We have no matters to report as to its fair presentation and its consistency with the consolidated fi nancial statements.
We attest that the consolidated non-fi nancial performance statement required by Article L. 225-102-1 of the French Commercial Code (code
de commerce) is included in the Group information presented in the management report. Pursuant to Article L. 823-10 of this Code, we have
not verifi ed the fair presentation or consistency of the information contained in this statement with the consolidated fi nancial statements. A
report will be issued on this information by an independent third-party.
190 BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS
4
Statutory auditors’ report on the consolidated fi nancial statements (Year ended December 31, 2018)
Report on Other Legal and Regulatory Requirements
Appointment of the Statutory Auditors
Deloitte & Associés and EuraAudit C.R.C were respectively appointed as the statutory auditors of Bourbon Corporation at the Annual General
Meetings of June 7, 2005 and May 30, 2002.
As of December 31, 2018, Deloitte & Associés and EuraAudit C.R.C were in the 14th and 16th years of total uninterrupted engagement,
respectively.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated fi nancial statements in accordance with International
Financial Reporting Standards as adopted by the European Union, and for such internal control as management determines is necessary to
enable the preparation of consolidated fi nancial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated fi nancial statements, management is responsible for assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected to
liquidate the Company or to cease operations.
The Audit Committee is responsible for monitoring the fi nancial reporting process and the effectiveness of internal control and risk management
systems and, where applicable, its internal audit, regarding the accounting and fi nancial reporting procedures.
The consolidated fi nancial statements were approved by the Board of Directors.
Statutory Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements
Objectives and audit approach
Our role is to issue a report on the consolidated fi nancial statements. Our objective is to obtain reasonable assurance about whether the
consolidated fi nancial statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with professional standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected
to infl uence the economic decisions of users taken on the basis of these consolidated fi nancial statements.
As specifi ed in Article L.823-10-1 of the French Commercial Code, our statutory audit does not include assurance on the viability of the
Company or the quality of management of the Company’s affairs.
As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises professional
judgment throughout the audit and furthermore:
3 Identifi es and assesses the risks of material misstatement of the consolidated fi nancial statements, whether due to fraud or error, designs
and performs audit procedures responsive to those risks, and obtains audit evidence considered to be suffi cient and appropriate to provide
a basis for his opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
3 Obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of internal control;
3 Evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made
by management in the consolidated fi nancial statements;
3 Assesses the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may cast signifi cant doubt on the Company’s ability to continue
as a going concern. This assessment is based on the audit evidence obtained up to the date of his audit report. However, future events or
conditions may cause the Company to cease to continue as a going concern. If the statutory auditor concludes that a material uncertainty
exists, there is a requirement to draw attention in the audit report to the related disclosures in the consolidated fi nancial statements or, if
such disclosures are not provided or inadequate, to modify the opinion expressed therein;
3 Evaluates the overall presentation of the consolidated fi nancial statements and assesses whether these statements represent the underlying
transactions and events in a manner that achieves fair presentation;
3 Obtains suffi cient appropriate audit evidence regarding the fi nancial information of the entities or business activities within the Group
to express an opinion on the consolidated fi nancial statements. The statutory auditor is responsible for the direction, supervision and
performance of the audit of the consolidated fi nancial statements and for the opinion expressed on these consolidated fi nancial statements.
191BOURBON 2018 REGISTRATION DOCUMENT
CONSOLIDATED FINANCIAL STATEMENTS4 Statutory auditors’ report on the consolidated fi nancial statements (Year ended December 31, 2018)
Report to the Audit Committee
We submit a report to the Audit Committee which includes, in particular, a description of the scope of the audit and the audit program
implemented, as well as the results of our audit. We also report, if any, signifi cant defi ciencies in internal control regarding the accounting and
fi nancial reporting procedures that we have identifi ed.
Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of most signifi cance in
the audit of the consolidated fi nancial statements of the current period and which are therefore the key audit matters that we are required to
describe in this report.
We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) No. 537/2014, confi rming our
independence within the meaning of the rules applicable in France such as they are set in particular by Articles L.822-10 to L.822-14 of the
French Commercial Code and in the French Code of Ethics for statutory auditors. Where appropriate, we discuss with the Audit Committee
the risks that may reasonably be thought to bear on our independence, and the related safeguards.
Lyon and Marseille, April 26, 2019
The Statutory Auditors
EuraAudit C.R.C.
Cabinet Rousseau Consultants
Deloitte & Associés
Jean-Marc Rousseau Christophe Perrau
192 BOURBON 2018 REGISTRATION DOCUMENT
5PARENT COMPANY FINANCIAL STATEMENTS
PARENT COMPANY BALANCE SHEET – BOURBON CORPORATION SA 194
INCOME STATEMENT OF THE PARENT COMPANY BOURBON CORPORATION SA 196
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS 197
STATUTORY AUDITORS’ REPORT ON THE ANNUAL FINANCIAL STATEMENTS (YEAR ENDED DECEMBER 31, 2018) 212
STATUTORY AUDITORS’ SPECIAL REPORT ON REGULATED AGREEMENTS AND COMMITMENTS 215
193BOURBON 2018 REGISTRATION DOCUMENT
PARENT COMPANY FINANCIAL STATEMENTS5 Parent company balance sheet – BOURBON Corporation SA
PARENT COMPANY BALANCE SHEET – BOURBON CORPORATION SA
ASSETS(in € thousands)
12.31.2018 12.31.2017
GROSS
DEPRECIATION, AMORTIZATION
AND PROVISIONS NET NET
I. FIXED ASSETS
Intangible assets
Other intangible assets 1 - 1 1
Property, plant and equipment
Land - - - -
Buildings - - - -
Other property, plant and equipment - - - -
Property, plant and equipment in progress - - - -
Long-term financial assets
Equity interests 42,419 8 42,411 42,499
Receivables from non-consolidated companies - - - -
Loans - - - -
TOTAL I 42,419 8 42,412 42,500
II. CURRENT ASSETS
Inventories
In progress - - - -
Advances and installments on orders 4 - 4 -
Accounts receivables
Trade and other receivables - - - -
Other receivables 922,477 - 922,477 904,011
Other
Marketable securities 1,032 - 1,032 1,191
cash and cash equivalents 219 - 219 204
Prepaid expenses 31 - 31 30
TOTAL II 923,764 - 923,764 905,437
Unrealized foreign exchange losses 0 - 0 -
TOTAL ASSETS 966,183 8 966,175 947,937
194 BOURBON 2018 REGISTRATION DOCUMENT
PARENT COMPANY FINANCIAL STATEMENTS
5
Parent company balance sheet – BOURBON Corporation SA
LIABILITIES(in € thousands) 12.31.2018 12.31.2017
I. SHAREHOLDERS’ EQUITY
Share Capital 49,228 49,228
Share premium 100,788 100,788
Legal reserve 7,878 7,878
Regulated reserves 15,395 15,395
Other reserves 610,150 431,443
Retained earnings 30,000 136,783
Profit (loss) for the period (1,336) 71,925
Investment subsidies
Income from issues of equity securities 123,650 119,723
TOTAL I 935,753 933,163
II. PROVISIONS FOR RISKS AND CONTINGENCIES
For risks 757 729
For contingencies 536 536
TOTAL II 1,293 1,265
III. LIABILITIES
Bank borrowings - -
Other borrowings and financial liabilities 5,429 1,440
Trade and other payables 2,539 1,138
Tax and social security liabilities 299 303
Payables on fi xed assets - -
Other liabilities 20,862 10,629
Deferred income - -
TOTAL III 29,129 13,509
Unrealized foreign exchange gains - -
TOTAL LIABILITIES 966,175 947,937
195BOURBON 2018 REGISTRATION DOCUMENT
PARENT COMPANY FINANCIAL STATEMENTS5 Income statement of the parent company BOURBON Corporation SA
INCOME STATEMENT OF THE PARENT COMPANY BOURBON CORPORATION SA
(in € thousands) 2018 2017
I. OPERATING INCOMEIncome from services - -
REVENUES - -Reversals of provisions (and amortizations), expense transfers 151 262
Other income 0 0
TOTAL I 152 262II. OPERATING EXPENSESOther purchases and external expenses 3,907 3,090
Taxes and similar levies 1,051 484
Wages & salaries 1,199 419
Social security contributions 401 4,628
Provisions for amortization - -
Provisions for current assets - -
Provisions for risks and contingencies - -
Other expenses 680 429
TOTAL II 7,238 9,050OPERATING INCOME/LOSS (7,086) (8,788)III. FINANCIAL INCOMEFinancial income from investments 4,952 54,506
Income from other securities and fixed asset receivables - -
Other interest receivable and similar income 520 1,113
Reversals of provisions and expense transfers - -
Foreign exchange gains - 1
Net income from sale of securities - -
TOTAL III 5,472 55,620IV. FINANCIAL EXPENSESDepreciation allowance and provisions - 0
Interest and similar expenses 8,341 6,032
Foreign exchange losses - 0
Net loss from sale of securities - -
TOTAL IV 8,341 6,032FINANCIAL PROFIT/LOSS (2,869) 49,588INCOME FROM CURRENT OPERATIONS (9,955) 40,800V. NON-RECURRING INCOMEIncome from management operations - -
Income from capital transactions 360 154
Reversals of provisions and expense transfers - 4,570
TOTAL V 360 4,725VI. NON-RECURRING EXPENSESExpenses on management operations - 8
Expenses on capital transactions 494 2,589
Amortization, depreciation and provisions 28 340
TOTAL VI 522 2,936NON-RECURRING INCOME (161) 1,789VII. INCOME TAX (8,780) (29,337)Total income 5,984 60,607
Total expenses 7,320 (11,319)
PROFIT (LOSS) FOR THE PERIOD (1,336) 71,925
196 BOURBON 2018 REGISTRATION DOCUMENT
PARENT COMPANY FINANCIAL STATEMENTS
5
Accounting policies and methods
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
Notes to the balance sheet before appropriation of earnings for the
fi scal year ended December 31, 2018, showing a total of €966,175
thousand and to the income statement for the fi scal year, presented
in the form of a list and showing a loss of €1,336 thousand.
The fi scal year covered a period of 12 months from January 1, 2018
to December 31, 2018.
The notes and tables presented below form an integral part of the
annual fi nancial statements.
The annual fi nancial statements were approved by the Board of
Directors on March 13, 2019 and again on April 25, 2019, to take
into account events after the reporting date.
1/ Accounting policies and methods
The annual fi nancial statements for the fi scal year ended December
31, 2018 have been prepared and presented in accordance with the
provisions of the French Commercial Code, the Accounting Decree
of November 29, 1983, respecting the principle of prudence and
independence of fi scal years and assuming a going concern basis.
BOURBON provides support services to the oil industry. In response
to the signifi cant decrease in the barrel price since the end of 2014
(Brent fell from US$99 in 2014 to less than US$40 at the end of
2015 and hit a low at under US$27 in the fi rst quarter of 2016),
oil companies dramatically cut their exploration and production
expenses (-25% on a global scale in 2015 and -24% in 2016 - source:
IFP Énergies nouvelles). This cyclical downturn in the market thereby
affected the companies that provide services to oil companies.
In the face of this economic slowdown in oil activity and the very
sharp price decreases imposed by its customers, BOURBON was
able to remain resilient thanks to its targeted positioning and strong
operational measures (in particular, its cost control policy).
To manage this cyclical low point, the g roup had accordingly
conducted discussions in late 2016 with its fi nancial partners in order
to restructure its fi nancing for the coming years.
The agreements entered into in 2017 with the g roup’s principal
fi nancial partners, described in detail in the notes to the 2016 and
2017 fi nancial statements, thus restructured the repayments of its
club deal loans, bilateral loans, fi nance leases, and short-term loans,
while also providing for a progressive increase in the loan margins
over the extended payment schedule, as well as the granting of
additional sureties. In consideration of the restructuring, the g roup
had agreed to a number of restrictions, in particular regarding its
indebtedness, cash fl ow, asset disposals, investments and the
dividend policy.
However, the expected recovery in the third quarter of 2017 did not
occur, thus making obsolete the g roup’s forecasts on which these
agreements had been based, and the unfavorable market environment
weighed heavily on the g roup’s revenue and, consequently, on
its net income. The cash fl ows generated by operations remain
positive, although their circulation was not fully unrestricted due
to the g roup’s legal structure and limitations relating to some of its
geographic locations. However, they are insuffi cient to service its
debt. Furthermore, and for the same reasons, at December 31, 2017
the g roup was not able to comply with various covenants defi ned in
its credit documentation.
In this context, the g roup initiated new discussions with its lenders,
both in France and abroad, in order to balance the servicing of its
debts with the expected yet gradual recovery in the market and the
corresponding upturn in the g roup’s performance. The g roup has
asked its lenders to formally suspend, the exercise of their rights
under the credit agreements, in particular their repayment.
As announced on July 10, 2018 a general waiver was fi nalized
with lessors and debt holders representing the majority of its debt,
thus allowing the g roup to withhold the payments of its loans and
the servicing of its debt. Aimed at protecting the g roup, this waiver
allows it to stay focused on its operational priorities and on the
implementation of its #BOURBONINMOTION strategic plan.
On November 2, 2018, in the absence of confi rmation that the
general waiver would be renewed, the g roup announced that
the president of the Marseille Commercial Court had granted the
opening of conciliation procedures for 22 subsidiaries of BOURBON
Corporation SA. These procedures were opened to allow the g roup
to actively pursue, in an amicable framework, its search for all
solutions for its development as well as its discussions with its main
debt holders and lessors.
On January 3, 2019, BOURBON announced that it had renewed
the general waiver with its lessors and debt holders representing
the majority of the g roup’s debt, thus allowing it to suspend the
payments of its leases and debt.
In accordance with IFRS, at closing the g roup nevertheless had to
reflect the payability of its consolidated debt by reclassifying it for the
short term as a current liability (see note 3.13 to the consolidated
fi nancial statements).
BOURBON confi rms that the discussions with its main fi nancial
partners and the active search for new fi nancing are ongoing,
in order to balance the servicing of its debt with its performance.
In this context, several offers under conditions notably due diligences
have been received by the group proposing in particular new fi nancing
and a debt reduction including for some of them, conversion of part
of this debt into equity.
197BOURBON 2018 REGISTRATION DOCUMENT
PARENT COMPANY FINANCIAL STATEMENTS5 Shareholders’ equity
At this stage, the terms and conditions of these offers, including
their fi nancial parameters, are being evaluated by the g roup and its
advisors.
On March 13, 2019, the Board of Directors carried out a preliminary
review of these propositions. BOURBON specifi es that no decision
or commitment has been made and that no exclusivity has been
granted to any of the fi nancial partners it is in discussion with.
The Company remains confi dent in its ability to fi nd such a solution
and will notify the market in due time according to regulation.
This situation raises a material uncertainty concerning the going
concern . The g roup has, however, prepared its parent company
fi nancial statements to December 31, 2018 maintaining the going
concern assumption, given:
3 the confi dence it has in the outcome of the discussions with its
lessors and debt holders, and the assumption that they will renew
the waivers during the negotiation period;
3 the active search for new fi nancial partners, which has resulted in
the receipt of several proposals subject to conditions;
3 the cash fl ow generated by the activity allowing the g roup to meet
its current operating needs over the next 12 months.
If these actions do not lead to concrete solutions, the Company/
Group might be unable to settle its debts and to realize its assets in
the normal course of its activities.
The presentation of the annual fi nancial statements takes into
account the provisions of ANC Regulation 2016-07 relating to the
French General Accounting Plan.
The method used when stating the value of items in the fi nancial
statements is the historical cost method.
2/ Shareholders’ equity
2.1 SHARE CAPITAL STRUCTURE
As at December 31, 2018, BOURBON Corporation SA’s share capital, totaling €49,227,780.19, was divided into 77,499,214 shares.
The change in the share capital was as follows:
NUMBER OF SHARES
€ THOUSANDS
Share capital at December 31, 2007 55,461,302 35,229
Capital increase by issuance of bonus shares through the capitalization of paid-in capital (one bonus
share for ten existing shares held) following the Combined Shareholders’ Meeting of June 3, 2009 5,546,130 3,523
Options exercised between January 1, 2009 and June 3, 2009 33,880 22
Capital increase through the capitalization of paid-in capital following the granting of bonus shares
to employees on November 2, 2009 76,824 49
Options exercised between June 3, 2009 and December 31, 2009 69,090 44
Options exercised between January 1, 2010 and March 31, 2010 34,775 22
Capital increase through the capitalization of paid-in capital following the granting of bonus shares
to employees on November 2, 2009 1,463 1
Options exercised between April 1, 2010 and December 31, 2010 309,081 197
Options exercised between January 1, 2011 and June 1, 2011 24,269 16
Capital increase by issuance of bonus shares through the capitalization of paid-in capital (one bonus
share for ten existing shares held) following the Combined Shareholders’ Meeting of June 1, 2011 6,155,681 3,910
Capital increase through the capitalization of paid-in capital following the granting of bonus shares
to employees on November 2, 2011 46,284 29
Options exercised between June 1, 2011 and November 2, 2011 22,756 14
Capital increase by issuance of bonus shares through the capitalization of paid-in capital (one bonus
share for ten existing shares) following the Combined Shareholders’ Meeting of May 28, 2013 6,778,153 4,305
February 23, 2015 Board of Directors’ decision to cancel treasury shares via a capital reduction on
May 4, 2015 (2,953,357) (1,876)
Capital increase resulting from the distribution of shares in payment of the 2015 dividend, following
the Combined Shareholders’ Meeting of May 26, 2016 4,736,272 3,008
Capital increase resulting from the distribution of shares in payment of the 2016 dividend, following
the Combined Shareholders’ Meeting of May 23, 2017 1,156,611 735
Share capital at December 31, 2018 77,499,214 49,227
198 BOURBON 2018 REGISTRATION DOCUMENT
PARENT COMPANY FINANCIAL STATEMENTS
5
Shareholders’ equity
Following the decision taken by the Extraordinary General Meeting
on June 3, 2009, the share capital was increased by €3,522,922
from €35,229,221 to €38,752,142 through the capitalization of a
portion of the paid-in capital. This capital increase was completed by
the issuance of 5 new shares allotted to shareholders in the ratio of
one new share for ten existing shares.
The options exercised in 2009 resulted in the issuance of 102,970
shares and a capital increase of €65,407. The excess subscription
price over the par value was recognized as a share premium in the
amount of €1,728,930.
On November 2, 2009, the issuance of bonus shares to beneficiary
employees meeting the criteria used by the Board of Directors of
August 27, 2007 led to a capital increase of €48,799 through the
capitalization of a portion of the paid-in capital. This capital increase
was completed by the issuance of 76,824 new shares.
The options exercised in 2010 resulted in the issuance of 343,856
shares and a capital increase of €218,417. The excess subscription
price over the par value was recognized as a share premium in the
amount of €7,255,299.
Following the decision taken by the Extraordinary General Meeting
on June 1, 2011, the share capital was increased by €3,910,110
from €39,101,110 to €43,011,221 through the capitalization of a
portion of the paid-in capital. This capital increase was completed by
the issuance of 6,155,681 new shares allotted to shareholders in the
ratio of one new share for ten existing shares.
The options exercised in 2011 resulted in the issuance of 47,025
shares and a capital increase of €29,870. The excess subscription
price over the par value was recognized as a share premium in the
amount of €1,051,361.
On November 2, 2011, the issuance of bonus shares to benefi ciary
employees meeting the criteria used by the Board of Directors of
August 27, 2007 led to a capital increase of €29,400 through the
capitalization of a portion of the paid-in capital. This capital increase
was completed by the issuance of 46,284 new shares.
Following the decision taken by the Extraordinary General Meeting
on May 28, 2013, the share capital was increased by €4,305,507
from €43,055,075 to €47,360,582 through the capitalization of a
portion of the paid-in capital. This capital increase was completed by
the issuance of 6,778,153 new shares allotted to shareholders in the
ratio of one new share for ten existing shares.
Following the Board’s decision of February 23, 2015 to cancel
treasury shares, the capital was reduced by €1,875,983 from
€47,360,852 to €45,484,599 and the difference between the overall
purchase cost of buying the canceled treasury shares and their par
value was charged against the item “Other reserves”.
Following the decision of the Combined Shareholders’ Meeting of
May 26, 2016 and the payment of the portion of the 2015 dividend
in new Company shares on July 18, 2016, the share capital was
increased by €3,008,497 to €48,493,097 by incorporation of a
portion of the “issuance premiums” account, through the issuance
of 4,736,272 new shares.
Following the decision of the Combined Shareholders’ Meeting
of May 23, 2017, and the payment of some of the 2016 dividend
as new Company shares on July 17, 2017, the share capital was
increased by €734,683 to €49,227,780.19 through the issuance of
1,156,611 new shares.
CLASS OF SECURITIES
NUMBER OF SECURITIES
AT YEAR-ENDISSUED DURING
THE YEAR
REIMBURSED DURING THE
YEAR
Ordinary shares 77,499,214 - -
3 NUMBER OF SHARES OUTSTANDING BETWEEN THE OPENING DATE AND THE CLOSING DATE
CLASS OF SECURITIES 01.01.2018 INCREASES DECREASES 12.31.2018
Number of shares 77,499,214 - - 77,499,214
Number of treasury shares (127,140) (722,906) 714,165 (135,881)
TOTAL 77,372,074 (722,906) 714,165 77,363,333
199BOURBON 2018 REGISTRATION DOCUMENT
PARENT COMPANY FINANCIAL STATEMENTS5 Stock subscription or purchase option plans
3 NUMBER OF SHARES WITH VOTING RIGHTS ON DECEMBER 31, 2018
Number of shares outstanding 77,499,214
Of which number of treasury shares with no voting rights 135,881
Number of shares with voting rights 77,363,333
2.2 CHANGES IN SHAREHOLDERS’ EQUITY
(in € thousands)SHARE
CAPITALSHARE
PREMIUMS
RESERVES AND RETAINED
EARNINGS
PROFIT (LOSS) FOR THE
PERIOD TOTAL
Balance as of December 31, 2017 prior to the appropriation of income 49,228 100,788 591,498 71,925 813,440
Capital increase - - -
Appropriation of 2017 income 71,925 (71,925) -
Dividends paid - -
Profit (loss) for the period (1,336) (1,336)
Other changes -
BALANCE AS OF DECEMBER 31, 2018 PRIOR TO THE APPROPRIATION OF INCOME 49,228 100,788 663,425 (1,336) 812,103
3/ Stock subscription or purchase option plans
BOURBON Corporation SA issued 11 stock option subscription or purchase plans, one of which was in force on December 31, 2018,
representing 637,000 stock options at that date. Its main features are shown in the table below:
DECEMBER 2013
Date of authorization by the Combined Shareholders’ Meeting June 1, 2011
Date of authorization by the Board of Directors December 2, 2013
Number of stock options authorized 1,037,000
Total number of allotted stock options adjusted as at 12.31.2018 637,000
Number of beneficiaries 68
Start date December 2017
Expiration date December 2019
Subscription price in euros adjusted as at 12.31.2018 €19.68
Subscription price in euros (before adjustment) €19.68
200 BOURBON 2018 REGISTRATION DOCUMENT
PARENT COMPANY FINANCIAL STATEMENTS
5
Gross long-term financial assets
4/ Other equity capital
As at December 31, 2018, the bond issues totaled €123,650
thousand, including €3,927 thousand in capitalized interest.
These perpetual securities give BOURBON Corporation SA the right
to repay them at par starting in October 2017. They provide the right
to a semiannual fi xed rate coupon at 4.70% for the fi rst three years,
a coupon that will be mandatory if dividends are paid. At the end
of the first three years, the loan will be repayable at par solely at
BOURBON’s initiative. In the event of non-repayment at that time,
the coupon will be stepped up as follows:
3 years 4 to 6: “Reset 3-year Midswap Fixed Interest Rate” +650
BPS;
3 years 7 to 9: “Reset 3-year Midswap Fixed Interest Rate” +850
BPS;
3 years 10 and after: Floating Interest Rate 3-mth Euribor +1,050
BPS.
Following year 10, the coupon will be payable on a quarterly basis
instead of a half-year basis.
The clauses that trigger payment of the coupons are as follows:
3 dividend payment on equity securities;
3 purchase of equity securities;
3 purchase or redemptions of any parity securities.
The payment of interest remains optional in all other cases. In
the event of non-payment of interest, the interest is capitalized.
Unpaid, capitalized interest becomes payable:
3 on the date of the next coupon payment;
3 in the event that the loan is repaid;
3 in the event of a court-ordered liquidation (whether or not
voluntary) of the issuer.
At December 31, 2018, €5.4 million had been reported as accrued
interest not due, corresponding to the share of interest for the period
running from October 24, 2018 to April 24, 2019, payable in the fi rst
half of 2019, and the interest for the period running from October
23, 2017 to April 23, 2018, the payment of which was postponed to
April 24, 2019, which also bears interest, in line with the terms and
conditions outlined below.
Holders of Perpetual Deeply Subordinated Notes (TSSDI) were called
to the General Meeting of April 20, 2018. BOURBON sought and
obtained the approval of the General Meeting of holders of TSSDIs to
defer by one year the next interest payment date under the TSSDIs
for an approximate amount of €3.9 million due on April 24, 2018
on April 24, 2019, which shall bear interest from October 24, 2018
(included) to April 24, 2019 (excluded) at the rate applicable to the
TSSDIs (see note 20).
5/ Gross long-term financial assets
Equity interests were valued at their purchase price (historical cost
method), excluding the costs incurred in their acquisition.
At year-end, the inventory value of the shares is based on the
percentage of equity held, adjusted to take any unrealized gains or
losses into account. For corporate securities listed on a regulated
market, the inventory value applied corresponds to the average
price over the last month. The inventory value of securities in foreign
currency is converted at the exchange rate on the closing date.
Where necessary, the gross value of the securities was adjusted to
this inventory value by applying a provision.
Where a portion of a set of securities conferring the same rights is
sold, the entry value of the sold portion is estimated using the “FIFO”
method (fi rst in, fi rst out).
The change in gross long-term financial assets can be analyzed as follows:
(in € thousands) 12.31.2017 INCREASES DECREASES 12.31.2018
Equity interests 42,507 - (88) 42,419
Receivables from non-consolidated companies - - - -
TOTAL 42,507 - (88) 42,419
The decreases during the fi scal year correspond to the dissolution in 2018 of two inactive companies.
201BOURBON 2018 REGISTRATION DOCUMENT
PARENT COMPANY FINANCIAL STATEMENTS5 Provisions
6/ Provisions
A provision is recognized where there exists an obligation towards a third party and it is likely or certain that this obligation will result in an
outfl ow of resources in favor of that third party without receiving at least an equivalent value in exchange. Provisions are calculated in the
amount corresponding to the best estimation of the outfl ow of resources needed to extinguish the liability.
(in € thousands) 12.31.2018 INCREASES DECREASES 12.31.2017
Provisions for risks and contingencies:
Provisions for guarantee of liabilities on sales of investments - - - -
Provisions for foreign exchange losses (0) - (0) -
Provisions for taxes(1) 536 - - 536
Other provisions for risks and contingencies(1) (2) 757 28 - 729
Subtotal 1,293 28 (0) 1,265
Provisions for impairment:
Equity interests 8 - - 8
Accounts receivables - - - -
Current accounts - - - -
Marketable securities - - - -
Subtotal 8 - - 8
TOTAL 1,301 28 (0) 1,273
Of which allowances and reversals:
- from operating activities - -
- financial - -
- non-recurring 28 -
(1) The €536 thousand provision for taxes in the parent company fi nancial statements to December 31, 2017 was maintained. An associated provision for
late payment interest of €28 thousand has been booked in the 2018 fi scal year.
(2) As of December 31, 2018, 60,368 treasury shares had not been granted. The risk provision, recognized in the event that these securities are canceled,
for €729 thousand at December 31, 2017, was not reversed during the 2018 fi scal year.
7/ Receivables and liabilities
Receivables and liabilities were valued at their par value. Provisions for impairment of receivables were recognized to compensate for any risks
of non-recovery.
(in € thousands) GROSS AMOUNTLESS THAN
1 YEARMORE THAN
1 YEAR
Accounts receivable:
Other trade receivables
Personnel and other payables 5 5 -
Income tax(1) 1,866 1,866 -
Value added tax(2) 1,637 1,637 -
Group and associates(3) 918,857 918,857 -
Sundry receivables 113 113 -
Prepaid expenses 31 31 -
TOTAL 922,508 922,508 -
(1) Tax receivables are for the research tax credits (CIR - 2016 and 2017 fi scal years) and the competitiveness and employment tax credit (CICE) (2015 to
2018 fi scal years) to be received by the parent company.
(2) The g roup has opted for a consolidated VAT payment regime as of January 1, 2018, combining BOURBON Corporation SA and four other companies.
Therefore the VAT receivables mainly correspond to a consolidated VAT credit for which repayment has been requested.
(3) “Group and associates” receivables mainly refer to current account advances in the amount of €899 million.
202 BOURBON 2018 REGISTRATION DOCUMENT
PARENT COMPANY FINANCIAL STATEMENTS
5
Advances to executives
(in € thousands) GROSS AMOUNTLESS THAN 1
YEARONE TO FIVE
YEARSMORE THAN 5
YEARS
Liabilities:
Bank borrowings(1)
- falling due less than one year after contracted - - - -
- falling due more than one year after contracted - - - -
Borrowings and other financial liabilities 5,429 5,429 - -
Trade and other payables 2,539 2,539 - -
Social security & other social welfare bodies 170 170 - -
Income tax 115 115
Other taxes and similar payments 14 14 - -
Debt on non-current assets - - - -
Group and associates 20,230 20,230 - -
Other liabilities 632 632 - -
TOTAL 29,129 29,129 - -
Footnote(1):
- Loans taken out - - - -
- Loans repaid - - - -
8/ Advances to executives
Pursuant to Articles L. 225-43 and L. 223-21 of the French Commercial Code, no advances or loans were awarded to executives of
the Company.
However, a permanent advance of €4,500 was granted to the Chief Executive Offi cer to cover business costs incurred in the Company’s
interest.
203BOURBON 2018 REGISTRATION DOCUMENT
PARENT COMPANY FINANCIAL STATEMENTS5 Marketable securities
9/ Marketable securities
Marketable securities at December 31, 2018 correspond solely to
treasury shares.
With respect to other marketable securities, a provision for
impairment is recorded where the acquisition cost of the shares is
greater than the average stock price for the month of December.
CM CIC Securities is responsible for managing the liquidity contract,
in accordance with the “AMAFI charter” (73,513 shares at December
31, 2018).
The statement of treasury shares held at the end of the year is as follows:
(in € thousands)
NUMBER OF SHARES AS OF
12.31.2017INCREASE IN FISCAL YEAR
REDUCTION IN FISCAL YEAR
NUMBER SHARES AS OF
12.31.2018GROSS
VALUES IMPAIRMENTS NET
VALUES
Out of liquidity contract 60,368 - - 60,368 729 (729) -
Liquidity contract 66,772 722,906 (714,165) 75,513 303 303
TOTAL 127,140 722,906 (714,165) 135,881 1,032 (729) 303
The marketable securities arising out of the KEPLER-CHEVREUX contract are the subject of a provision for risk of €729 thousand (see note 6
“Provisions”).
Based on the share price at December 31, 2018, which was €3.43, the total value of treasury shares held amounted to €466 thousand.
10/ Cash and cash equivalents
Cash held in banks was valued at its par value, i.e. €219 thousand.
11/ Deferred income and expenses
(in € thousands) 12.31.2018 12.31.2017
Prepaid expenses 31 30
Deferred income - -
TOTAL 31 30
Prepaid expenses are related to the handling costs of a CM CIC Securities account and those of a stock exchange law assistance agreement.
They must be recognized under the operating result.
12/ Currency translation diff erences on receivables and liabilities in foreign currencies
Receivables and liabilities in foreign currencies were converted and recognized in euros based on the latest known exchange rate. As of
December 31, 2018, unrealized foreign exchange gains and losses were insignifi cant.
204 BOURBON 2018 REGISTRATION DOCUMENT
PARENT COMPANY FINANCIAL STATEMENTS
5
Executive compensation
13/ Factors impacting several balance sheet items
13.1 ASSETS
(in € thousands) 12.31.2018 12.31.2017
Prepayments and accrued income: - -
Operating activities
Financial transactions -
Commercial paper
Related parties: 961,276 946,518
Equity interests 42,419 42,507
Receivables from non-consolidated companies - -
Loans - -
Trade and other receivables - -
Other receivables(1) 918,857 904,011
TOTAL 961,276 946,518
(1) “Other receivables” mainly refer to current account advances in the amount of €899 million.
13.2 LIABILITIES
(in € thousands) 12.31.2018 12.31.2017
Accruals and deferred income: - -
Operating activities - -
Financial transactions - -
Notes payable - -
Related parties: 22,361 10,447
Borrowings and other financial liabilities - -
Trade and other payables 2,131 794
Group and associates 20,230 9,653
TOTAL 22,361 10,447
14/ Executive compensation
The members of the Board of Directors, including its Chairman and
the members of the Nominating, Compensation and Governance
Committee and Audit Committee, together received €387,000 in
Directors’ fees in 2018 for performing their duties.
The Chairman of the Board of Directors received €144,000 and
€32,000 in Directors’ fees, in respect of his mandate.
Gaël Bodénès, Chief Executive Offi cer, received €362,594 in respect
of his corporate offi ce and benefi ts in kind.
Astrid de Lancrau de Bréon, Executive Vice President, received
€179,892 in respect of her corporate offi ce (from January 1 to July
10, 2018) and benefi ts in kind.
205BOURBON 2018 REGISTRATION DOCUMENT
PARENT COMPANY FINANCIAL STATEMENTS5 Details of non-recurring income and expenses
15/ Details of non-recurring income and expenses
(in € thousands) 2018 2017
Non-recurring expenses 522 2,936
From management operations - 8
From capital transactions 494 2,589
Net book value of equity interests sold 88 -
Share buybacks 368 389
Penalties following tax audits - -
Other 37 2,200
Non-recurring amortization, depreciation and provisions 28 340
Provisions for taxes - -
Other provisions for risks and contingencies 28 340
Non-recurring income 360 4,725
From management operations - -
From capital transactions 360 154
Income from sale of equity investments 40 -
Share buybacks 198 88
Other 122 66
Reversals of provisions and expense transfers - 4,570
Tax provision reversal - -
Reversal of provision for guarantee of liabilities - -
Reversal of risk provision - 4,570
16/ Related parties
(in € thousands) 2018 2017
Financial expenses - 2
Financial income(1) 5,472 55,619
(1) Most fi nancial income reported during the 2018 fi scal year corresponds to interests on current account advances in the amount of €4,588 thousand.
For 2017, this income corresponded mainly to income from investments (dividends) for €54,496 thousand, and interest on current account advances.
206 BOURBON 2018 REGISTRATION DOCUMENT
PARENT COMPANY FINANCIAL STATEMENTS
5
Income tax
17/ Income tax
DISTRIBUTION (in € thousands)INCOME
BEFORE TAX TAX DUENET INCOME
AFTER TAX
Income from current operations (9,955) - (9,955)
Short-term non-recurring income (161) - (161)
Long-term non-recurring income - - -
Income tax following tax adjustments - - -
Tax on dividends - - -
Tax grouping surplus - 8,780 8,780
ACCOUNTING INCOME (10,116) 8,780 (1,336)
Income from current operations was subject to tax disallowances
(non-deductible expenses on income from current operations)
and deductions (non-taxable proceeds on income from current
operations) in order to determine a tax base at the statutory-rate.
The same method was used to determine the taxable long-term
non-recurring income and the corresponding tax.
The tax grouping surplus in fi scal year 2018 was €8,780 thousand,
including tax credits of €389 thousand (CICE).
As at December 31, 2018 BOURBON Corporation SA had tax loss
carryforwards of €27,909 thousand and tax deficits related to tax
consolidation that can be carried forward of €677,507 thousand.
BOURBON Corporation opted to use the French tax consolidation
scheme from January 1, 1998. The scope of consolidation as of
December 31, 2018 consisted of the following companies:
BOURBON Corporation SA – BOURBON Maritime – Placements
Provence Languedoc – Bourbon Offshore Surf – Les Abeilles –
Bourbon Mobility Holding (formerly St Nikolas) – BOURBON Supply
Investissements – Bourbon Marine & Logistics (formerly BOURBON
Offshore) – BOURBON Offshore Craft TT (formerly CEMTAF) –
BOURBON Offshore Craft – BOURBON Salvage Investments –
BOURBON Offshore Gaia – BOURBON Gaia Supply – Bourbon
Subsea Services – Bourbon Subsea Services Investments –
BOURBON PS – BOURBON Subsea PS – BOURBON Sun III (formerly
BOURBON AD2) – BOURBON Offshore Marine Services (formerly
BOURBON AD3) – BOURBON Logistics (formerly BOURBON
AD4) – SNC AHTS1 – SNC Liberty 201 – SNC Liberty 204 – SNC
Liberty 212 – SNC Liberty 233 – SNC Liberty 234 – SAS Caroline
8 – SNC Altair – SAS Caroline 20 – SAS Caroline 21 – SAS Caroline
22 – SAS Caroline 23 – Bourbon Mobility (formerly BOURBON AD5)
– BOURBON AD6.
The taxation agreement stipulates that the tax charge is borne by the
subsidiary, as is the case in the absence of tax consolidation. The tax
saving related to the deficit, kept by BOURBON Corporation SA, is
treated as an immediate gain.
207BOURBON 2018 REGISTRATION DOCUMENT
PARENT COMPANY FINANCIAL STATEMENTS5 Increase and reduction in future tax liability
19/ Off -balance sheet commitments
In relation to bareboat lease transactions , BOURBON Corporation SA provided guarantees on behalf of its subsidiaries for €1,083 million.
BOURBON Corporation SA is also guarantor for certain loans in the amount of €721 million.
18/ Increase and reduction in future tax liability
(in € thousands) 12.31.2018 12.31.2017
Increase
Unrealized foreign exchange losses 0 -
TOTAL 0 -
Reduction
Contribution to age and disability pensions - -
Provisions (foreign exchange losses) (0) -
Provisions for risks and contingencies 1,293 1,265
Tax income from partnerships 3,869 364
Unrealized foreign exchange gains - -
TOTAL 5,162 1,629
208 BOURBON 2018 REGISTRATION DOCUMENT
PARENT COMPANY FINANCIAL STATEMENTS
5
Events after the reporting period
20/ Events after the reporting period
On January 3, 2019, BOURBON announces having renewed the
general waiver with its leasers and debt holders representing the
majority of the group’s debt, thus allowing it to suspend the payment
of its loans and debt. This waiver allows it to stay focused on its
operational priorities, while pursuing its search for all solutions
capable of adapting its fi nancing to its performance, in a secured
framework.
On April 17, 2019, the General Meeting of “TSSDI” holders authorized
BOURBON Corporation SA to defer the April 2018 payment, due on
April 24, 2018, to July 24, 2019 (the Deferred April 2018 Interest),
after acknowledging the decision of the General Meeting of TSSDI
holders of April 20, 2018 which approved deferment of the interest
payment amounting to €3,867 million due on April 24, 2018 for the
TSSDIs (the “April 2018 Payment”) to April 24, 2019.
Therefore, the interest accrued for the Interest Period running from
October 24, 2017 (inclusive) to April 24, 2018 (exclusive) will be paid
on July 24, 2019 (the “Deferred April 2018 Interest”). The Deferred
April 2018 Interest will attract interest, as of the Date of Payment
of Interest, October 24, 2018 (inclusive) and until July 24, 2019
(exclusive) at the rate applicable to the TSSDIs, on the Interest
Payment Date in question (the “Additional April 2018 Interest”).
The Additional April 2018 Interest will mature and be payable on
July 24, 2019.
209BOURBON 2018 REGISTRATION DOCUMENT
PARENT COMPANY FINANCIAL STATEMENTS5 Subsidiaries and equity interests
21/ Subsidiaries and equity interests
(in € thousands)
FORMSHARE
CAPITALEQUITY OTHER THAN
CAPITAL % OWNED
Detailed information on subsidiaries and equity interests whose inventory value exceeds 1% of BOURBON Corporation SA’s share capital
A − Subsidiaries (more than 50% owned by BOURBON Corporation SA)
Bourbon Maritime – France SASU 3,049 365,921 100
Financière Bourbon – France SNC 626 319 52
B − Equity interests (10% to 50% of capital held by BOURBON Corporation SA)
Information regarding the other subsidiaries and equity interests
A − Subsidiaries (more than 50% owned by BOURBON Corporation SA)
1. French subsidiaries - - - -
2. Foreign subsidiaries - - - -
B − Equity interests (10% to 50% of capital held by BOURBON Corporation SA)
1. French subsidiaries - - - -
2. Foreign subsidiaries - - - -
N.B.: for foreign companies, the share capital and shareholders’ equity are converted at the closing rate, while the result and revenues are converted at the average rate.
210 BOURBON 2018 REGISTRATION DOCUMENT
PARENT COMPANY FINANCIAL STATEMENTS
5
Subsidiaries and equity interests
EQUITY INTERESTS BOOK VALUE
INCOME/LOSS FROM THE
LAST FISCAL YEAR
LOANS AND ADVANCES GRANTED
BY BOURBON CORPORATION SA
SECURITIES AND ENDORSEMENTS
GIVEN BY BOURBON
CORPORATION
PRE-TAX REVENUES FROM THE LAST
FISCAL YEAR
DIVIDENDS RECEIVED BY
BOURBON CORPORATION SA
GROSS PROVISIONS Net
41,722 - 41,722 13,361 100,237 - 1,291 -
646 - 646 7,463 - - - -
0 0 0 - 0 0 - 0
0 0 0 - 0 0 - 0
3 0 3 - 0 0 - 0
48 8 40 - 0 0 - 0
211BOURBON 2018 REGISTRATION DOCUMENT
PARENT COMPANY FINANCIAL STATEMENTS5 Statutory Auditors’ report on the annual fi nancial statements (year ended December 31, 2018)
STATUTORY AUDITORS’ REPORT ON THE ANNUAL FINANCIAL STATEMENTS (YEAR ENDED DECEMBER 31, 2018)
This is a translation into English of the statutory auditors’ report on the fi nancial statements of the Company issued in French and it is provided
solely for the convenience of English speaking users.
This statutory auditors’ report includes information required by European regulation and French law, such as information about the appointment
of the statutory auditors or verifi cation of the management report and other documents provided to shareholders.
This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable
in France.
To the Bourbon Corporation Annual General Meeting,
OpinionIn compliance with the engagement entrusted to us by your Annual General Meetings, we have audited the accompanying fi nancial statements
of Bourbon Corporation for the year ended December 31, 2018.
In our opinion, the fi nancial statements give a true and fair view of the assets and liabilities and of the fi nancial position of the Company as of
December 31, 2018 and of the results of its operations for the year then ended in accordance with French accounting principles.
The audit opinion expressed above is consistent with our report to the Audit Committee.
Basis for Opinion
Audit Framework
We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained
is suffi cient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the “Statutory Auditors’ Responsibilities for the Audit of the Financial
Statements” section of our report.
Independence
We conducted our audit engagement in compliance with independence rules applicable to us, for the period from January 1, 2018 to the date
of our report and specifi cally we did not provide any prohibited non-audit services referred to in Article 5(1) of Regulation (EU) No. 537/2014
or in the French Code of ethics (code de déontologie) for statutory auditors.
Material uncertainty surrounding going concernWe draw attention to Note 1 to the fi nancial statements, Accounting policies and methods, which describes the material uncertainty resulting
from events or conditions that may cast signifi cant doubt on the Company’s ability to continue as a going concern. Our opinion is not modifi ed
in respect of this matter.
Justification of Assessments - Key Audit MattersIn accordance with the requirements of Articles L.823-9 and R.823-7 of the French Commercial Code (code de commerce) relating to the
justifi cation of our assessments, and in addition to the matter described in the “Material uncertainty surrounding going concern” section, we
inform you of the key audit matters relating to risks of material misstatement that, in our professional judgment, were of most signifi cance in
our audit of the fi nancial statements of the current period, as well as how we addressed those risks.
We ascertained that there were no key audit matters to be communicated in our report.
Specific verificationsWe have also performed, in accordance with professional standards applicable in France, the specifi c verifi cations required by French law and
regulations.
Information given in the management report and other documents provided to shareholders with respect to the fi nancial position and the
fi nancial statements
We have no observations as to the consistency with the fi nancial statements of the information given in the Board of Directors’ management
report and in the other documents provided to shareholders with respect to the fi nancial position and the fi nancial statements.
We attest to the fair presentation and consistency with the fi nancial statements of the payment period disclosures required by Article D. 441-4
of the French Commercial Code (code de commerce).
212 BOURBON 2018 REGISTRATION DOCUMENT
PARENT COMPANY FINANCIAL STATEMENTS
5
Statutory Auditors’ report on the annual fi nancial statements (year ended December 31, 2018)
We attest that the non-fi nancial performance statement required by Article L. 225-102-1 of the French Commercial Code (code de commerce)
is included in the management report. Pursuant to Article L. 823-10 of this Code, we have not verifi ed the fair presentation or consistency of
the information contained in this statement with the fi nancial statements.
Corporate governance information
We attest that the Board of Directors’ report on corporate governance contains the information required by Articles L.225-37-3 and L.225-37-4
of the French Commercial Code.
Concerning the information given in accordance with the requirements of Article L.225-37-3 of the French Commercial Code relating to
remunerations and benefi ts received by the directors and any other commitments made in their favor, we have verifi ed its consistency with the
fi nancial statements, or with the underlying information used to prepare these fi nancial statements and, where applicable, with the information
obtained by your Company from controlling and controlled companies. Based on this work, we attest the accuracy and fair presentation of
this information.
Concerning the information relating to items your Company considers likely to have an impact in the event of a public tender offer or public
exchange offer, provided pursuant to Article L.225-37-5 of the French Commercial Code, we have verifi ed its compliance with the source
documents communicated to us.
Based on this work, we have no comments to make on this information.
Other information
In accordance with French law, we have verifi ed that the required information concerning the identity of shareholders and holders of voting
rights has been properly disclosed in the management report.
Report on Other Legal and Regulatory Requirements
Appointment of the Statutory Auditors
Deloitte & Associés and EuraAudit C.R.C were respectively appointed as the statutory auditors of Bourbon Corporation at the Annual General
Meetings of June 7, 2005 and May 30, 2002.
As of December 31, 2018, Deloitte & Associés and EuraAudit C.R.C were in the 14th and 16th years of total uninterrupted engagement,
respectively.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the fi nancial statements in accordance with French accounting
principles, and for such internal control as management determines is necessary to enable the preparation of fi nancial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the fi nancial statements, management is responsible for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected to liquidate
the Company or to cease operations.
The Audit Committee is responsible for monitoring the fi nancial reporting process and the effectiveness of internal control and risk management
systems and, where applicable, its internal audit, regarding the accounting and fi nancial reporting procedures.
The fi nancial statements were approved by the Board of Directors.
Statutory Auditors’ Responsibilities for the Audit of the Financial Statements
Objectives and audit approach
Our role is to issue a report on the fi nancial statements. Our objective is to obtain reasonable assurance about whether the fi nancial statements
as a whole are free from material misstatement. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to infl uence the economic
decisions of users taken on the basis of these fi nancial statements.
As specifi ed in Article L.823-10-1 of the French Commercial Code, our statutory audit does not include assurance on the viability of the
Company or the quality of management of the Company’s affairs.
As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises professional
judgment throughout the audit and furthermore:
3 Identifi es and assesses the risks of material misstatement of the fi nancial statements, whether due to fraud or error, designs and performs
audit procedures responsive to those risks, and obtains audit evidence considered to be suffi cient and appropriate to provide a basis for
his opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
3 Obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of internal control;
213BOURBON 2018 REGISTRATION DOCUMENT
PARENT COMPANY FINANCIAL STATEMENTS5 Statutory Auditors’ report on the annual fi nancial statements (year ended December 31, 2018)
3 Evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made
by management in the fi nancial statements;
3 Assesses the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may cast signifi cant doubt on the Company’s ability to continue
as a going concern. This assessment is based on the audit evidence obtained up to the date of his audit report. However, future events or
conditions may cause the Company to cease to continue as a going concern. If the statutory auditor concludes that a material uncertainty
exists, there is a requirement to draw attention in the audit report to the related disclosures in the fi nancial statements or, if such disclosures
are not provided or inadequate, to modify the opinion expressed therein;
3 Evaluates the overall presentation of the fi nancial statements and assesses whether these statements represent the underlying transactions
and events in a manner that achieves fair presentation;
3 Obtains suffi cient appropriate audit evidence regarding the fi nancial information of the entities or business activities within the Group to
express an opinion on the fi nancial statements. The statutory auditor is responsible for the direction, supervision and performance of the
audit of the fi nancial statements and for the opinion expressed on these fi nancial statements.
Report to the Audit Committee
We submit a report to the Audit Committee which includes in particular a description of the scope of the audit and the audit program
implemented, as well as the results of our audit. We also report, if any, signifi cant defi ciencies in internal control regarding the accounting and
fi nancial reporting procedures that we have identifi ed.
Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of most signifi cance
in the audit of the fi nancial statements of the current period and which are therefore the key audit matters that we are required to describe in
this report.
We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) No. 537/2014, confi rming our
independence within the meaning of the rules applicable in France such as they are set in particular by Articles L.822-10 to L.822-14 of the
French Commercial Code and in the French Code of Ethics for statutory auditors. Where appropriate, we discuss with the Audit Committee
the risks that may reasonably be thought to bear on our independence, and the related safeguards.
Lyon and Marseille, April 26, 2019
The Statutory Auditors
EuraAudit C.R.C.
Cabinet Rousseau Consultants
Deloitte & Associés
Jean-Marc Rousseau Christophe Perrau
214 BOURBON 2018 REGISTRATION DOCUMENT
PARENT COMPANY FINANCIAL STATEMENTS
5
Statutory Auditors’ special report on regulated agreements and commitments
STATUTORY AUDITORS’ SPECIAL REPORT ON REGULATED AGREEMENTS AND COMMITMENTS
This is a free translation into English of the Statutory Auditors’ special report on regulated agreements and commitments issued in the French
language and is provided solely for the convenience of English speaking readers. This report on regulated agreements and commitments
should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. It
should be understood that the agreements and commitments reported on are only those provided by the French Commercial Code and that
the report does not apply to those related party transactions described in IAS 24 or other equivalent accounting standards.
Shareholders’ Meeting held to approve the fi nancial statements for the year ended December 31, 2018
To the Shareholders,
In our capacity as Statutory Auditors of your Company, we hereby report to you on regulated agreements and commitments.
The terms of our engagement require us to communicate to you, based on information provided to us, the principal terms and conditions of
those agreements and commitments brought to our attention or which we may have discovered during the course of our audit, as well as the
reasons justifying that such agreements and commitments are in the Company’s interest, without expressing an opinion on their usefulness
and appropriateness or identifying other such agreements and commitments, if any. It is your responsibility, pursuant to Article R. 225-31 of
the French Commercial Code (Code de commerce), to assess the interest involved in respect of the conclusion of these agreements and
commitments for the purpose of approving them.
Our role is also to provide you with the information stipulated in Article R. 225-31 of the French Commercial Code relating to the implementation
during the past year of agreements and commitments previously approved by the Shareholders’ Meeting, if any.
We conducted the procedures that we deemed necessary in accordance with the professional guidelines of the French National Institute
of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) relating to this engagement. These procedures consisted in
agreeing the information provided to us with the relevant source documents.
AGREEMENTS AND COMMITMENTS SUBMITTED TO THE APPROVAL OF THE SHAREHOLDERS’ MEETING
Agreements and commitments authorised during the year
We hereby inform you that we have not been advised of any agreement or commitment authorised during the year to be submitted to the
approval of the Shareholders’ Meeting pursuant to Article L. 225-38 of the French Commercial Code.
AGREEMENTS AND COMMITMENTS PREVIOUSLY APPROVED BY THE SHAREHOLDERS’ MEETING
Agreements and commitments approved in prior years
a) with continuing eff ect during the year Pursuant to Article R. 225-30 of the French Commercial Code, we have been informed that the following agreements and commitments,
previously approved by Shareholders’ Meetings of prior years, have remained in force during the year.
With Mr. Laurent Renard, Executive Vice President and Chief Financial Offi cer of BOURBON
Nature and purpose: Considering Mr. Laurent Renard’s seniority within BOURBON, the strategic positions he held for over 10 years and his
extensive knowledge of BOURBON’s business, strategy and outlook and the fi nancial, economic, commercial and technical information to
which he had access, as well as his privileged relations with customers, a non-compete undertaking relating to the termination of a manager’s
duties upon retirement was concluded in order to preserve the legal interests of BOURBON and the Group’s subsidiaries.
Parties concerned: Mr. Laurent Renard, Executive Vice President and Chief Financial Offi cer of BOURBON until December 31, 2014.
Terms and conditions during the year: Under the 3-year agreement signed by the Company with Mr. Laurent Renard in December 2014 and
effective as of January 1, 2015, a series of payments totalling €300,000 (compensation in the form of a salary) shall be made on January 31,
2016, January 31, 2017 and January 31, 2018 at the latest. Thus, a gross payment of €110,000 was made in this respect in 2018.
b) without eff ect during the year 1. With SINOPACIFIC Group companies
With ZHEJIANG SHIPBUILDING Co, Ltd
Nature and purpose: Ship orders placed with ZHEJIANG SHIPBUILDING Co, Ltd, with advances on construction contracts.
215BOURBON 2018 REGISTRATION DOCUMENT
PARENT COMPANY FINANCIAL STATEMENTS5 Statutory Auditors’ special report on regulated agreements and commitments
Parties concerned at the signature date: Mr. Jacques d’Armand de Chateauvieux, Chairman and Chief Executive Offi cer of BOURBON and
partner in SINOPACIFIC.
Terms and conditions during the year, unchanged compared to December31, 2015, December 31, 2016 and December 31, 2017: As at
December 31, 2018, orders in progress concerned one ship for an amount of $46.8 million. On the same date, these orders resulted in
the payment of advances totalling $39.1 million, covered for up to $36.5 million by advance payment guarantees granted by SINOPACIFIC
SHIPBUILDING.
With CROWN HERA, Ltd and ZHEJIANG SHIPBUILDING Co, Ltd
Ship orders with ZHEJIANG SHIPBUILDING Co, Ltd via CROWN HERA, Ltd under the framework agreement signed between BOURBON
OFFSHORE (BOURBON subsidiary) and CROWNSHIP, Ltd and ZHEJIANG SHIPBUILDING Co, Ltd involving 62 ships to be delivered between
2012 and 2014.
Nature and purpose: Order for eight PSV offshore ships (SPP 35 design)
Parties concerned at the signature date: Mr. Jacques d’Armand de Chateauvieux, Chairman and Chief Executive Offi cer of BOURBON and
director of SINOPACIFIC and Mrs. Lan Vo, director of BOURBON and of SINOPACIFIC.
Terms and conditions during the year, unchanged compared to December 31, 2015, December 31, 2016 and December 31, 2016: The order
totalled $204.8 million and is subject to the terms of the framework agreement signed on June 25, 2010. It replaces the initially planned order
of 20 SPU 1000s. As at December 31, 2018, orders in progress concerned one ship for an amount of $25.6 million and resulted in the payment
of advances totalling $6.5 million, not covered by advance payment guarantees.
Lyon and Marseille, April 26, 2019
The Statutory Auditors
EuraAudit C.R.C.
Cabinet Rousseau Consultants
Deloitte & Associés
Jean-Marc Rousseau Christophe Perrau
216 BOURBON 2018 REGISTRATION DOCUMENT
6OTHER LEGAL AND FINANCIAL INFORMATION
GENERAL INFORMATION ABOUT BOURBON CORPORATION SA AND ITS SHARE CAPITAL 218
TRADEMARKS, LICENSES, PATENTS, PROPERTY, PLANT AND EQUIPMENT 232
AGENDA FOR THE COMBINED SHAREHOLDERS’ MEETING OF JUNE 28, 2019 235
DRAFT RESOLUTIONS FOR THE COMBINED GENERAL MEETING OF JUNE 28, 2019 236
STATUTORY AUDITORS’ REPORT ON THE SHARE CAPITAL REDUCTION 241
STATUTORY AUDITORS’ REPORT ON THE AUTHORIZATION TO GRANT FREE SHARES (EXISTING OR TO BE ISSUED) 242
STATUTORY AUDITORS’ REPORT ON THE SHARE CAPITAL INCREASE RESERVED FOR MEMBERS OF A COMPANY SAVINGS PLAN 243
PERSONS RESPONSIBLE FOR THE REGISTRATION DOCUMENT AND THE AUDIT OF THE FINANCIAL STATEMENTS 244
CROSS REFERENCE TABLES 245
217BOURBON 2018 REGISTRATION DOCUMENT
OTHER LEGAL AND FINANCIAL INFORMATION6 General information about BOURBON Corporation SA and its share capital
GENERAL INFORMATION ABOUT BOURBON CORPORATION SA AND ITS SHARE CAPITAL
1. INFORMATION REGARDING THE COMPANY
Corporate name: BOURBON Corporation SA.
Registered with the Marseille Trade Register under number 310 879
499.
Date of incorporation of the Company: December 2, 1948.
Duration: the Company was incorporated for 99 years and expires
on December 2, 2066 except if dissolved early or extended
(harmonization of the bylaws pursuant to the law of July 24, 1966,
Extraordinary General Meeting of January 19, 1966).
Registered office address and phone number: 148, rue Sainte –
13007 Marseille – France. Tel.: +33 (0)4 91 13 08 00
Legal form and law applicable to BOURBON Corporation SA:
Incorporated company (Société anonyme) with a Board of Directors
governed by the French Commercial Code. BOURBON Corporation
SA is a French company.
Consultation of documents and information about the Company:
the Company’s bylaws, financial statements and reports, as well
as the minutes of Shareholders’ Meetings may be consulted at the
registered office referred to above.
Company website: http://www.bourbonoffshore.com
1.1 CORPORATE PURPOSE (ARTICLE 2 OF THE BYLAWS)
The purpose of the Company is:
3 the creation, ownership, acquisition, sale, lease, development,
operation, management, rental, control, organization and
financing of all industrial, commercial, agricultural, real estate or
other types of property, companies or businesses;
3 the acquisition of equity interests and the management of
interests related to any and all marine business activities, either
directly or indirectly;
3 the manufacture, packaging, import, export, commission,
representation, transit, deposit and shipping of any and all
products, merchandise, items and commodities of any kind of
any origin;
3 the acquisition, purchase, operation, sale or licensing of all
patents and manufacturing trademarks;
3 the acquisition of an interest through contribution, merger,
participation, subscription of shares, units or bonds or in any other
manner, in all businesses or companies related directly to the aim
of the Company and in general in all businesses, companies or
work that may attract clients to its Corporate activity or stimulate
operations in which they would have an interest; and
3 in a general sense, all industrial, commercial, financial, agricultural,
real estate and capital transactions that may relate directly to the
aim of the Company, the various elements of which are specified
above.
1.2 CORPORATE FISCAL YEAR (ARTICLE 22 OF THE BYLAWS)
It starts on January 1 and ends on December 31 of each year.
1.3 APPOINTMENT OF DIRECTORS, WITH THE EXCEPTION OF DIRECTORS REPRESENTING EMPLOYEES (ARTICLES 12 AND 13 OF THE BYLAWS)
The Company is governed by a Board of Directors with a minimum
of three members and a maximum of 18 members, subject to
exceptions provided for by law in the event of a merger.
I – During the life of the Company, Directors are appointed by the
Ordinary General Meeting.
However, in the event of a merger or a demerger, they may be
appointed by the Extraordinary General Meeting. Their term of office
lasts for three years. It ends after the Ordinary General Meeting ruling
on the financial statements for the year ended, which is held in the
year in which the term of the said Director expires.
The retirement age of a Director is set at 70 (seventy).
Any exiting Director is eligible for reappointment provided he or she
can meet the conditions of this Article. Directors may be dismissed
and replaced at any time by the Ordinary General Meeting. Any
appointment made in violation of the foregoing provisions shall be
null and void, except for appointments made on a temporary basis.
II – Directors may be individuals or legal entities.
In the latter case, when appointed, the legal entity is required to
appoint a permanent representative who is subject to the same
conditions and requirements and who assumes the same civil and
criminal responsibilities as if he were a Director in his own name,
without prejudice to the joint and several liability of the legal entity
represented by him. The permanent representative of a legal entity
appointed as Director shall be subject to the same age requirement
applied to individual Directors.
The term of the permanent representative appointed by the legal
entity serving as Director shall be given for the duration of the term
of the legal entity.
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General information about BOURBON Corporation SA and its share capital
III – An employee of the Company may be appointed as Director
only if his or her employment contract corresponds to an actual
job. He shall not lose the benefit of such employment contract.
The number of employee Directors may not exceed one third of the
Directors in office.
IV – In the event of a vacancy owing to death or to the resignation
of one or more Directors, the Board of Directors may, between two
Shareholders’ Meetings, make appointments on a temporary basis. If
the number of Directors falls below the legal minimum, the remaining
Directors must immediately convene the Ordinary General Meeting in
order to fill the vacancies on the Board.
Temporary appointments made by the Board shall be subject to
ratification by the next Ordinary General Meeting. Failing ratification,
the deliberations and acts carried out previously by the Board shall
remain valid nonetheless.
If the Board neglects making the required appointments or convening
the meeting, then any interested party may ask the Chief Judge of
the Commercial Court, ruling on request, to appoint a representative
in charge of convening the Shareholders’ Meeting so that such
appointments may be made or ratified as the case may be.
V – Every Director must own 300 shares in the Company. If this
is not the case on the date of his appointment or at any time in
the course of his terms of office, he shall be considered as having
automatically resigned if he fails to remedy the situation within a
period of six months.
1.4 DIRECTORS REPRESENTING EMPLOYEES (ARTICLE 13 BIS OF THE BYLAWS)
Pursuant to Article L. 225-27-1 of the French Commercial Code, the
Board of Directors shall also include at least one Director representing
the g roup’s employees.
The number of Board members elected by employees amounts
to two if the number of Board members appointed according to
the provisions of Articles L. 225-17 and L. 225-18 of the French
Commercial Code exceeds twelve, and one if that number is twelve
or less.
If the number of Board members appointed by the Shareholders’
Meeting exceeds twelve, a second Director representing employees
shall be appointed in accordance with the provisions below, within
six months following the new Director’s co-optation by the Board or
appointment by the Shareholders’ Meeting.
If the number of Directors appointed by the Annual Shareholders’
Meeting drops down to twelve or fewer, the duration of the term
of office of any of the employee representatives on the Board shall
remain unchanged.
The term of office of a Director representing employees is set at three
years. This term of office may be renewed.
If a Director’s seat becomes vacant for any reason whatsoever,
the vacant seat shall be filled in accordance with the provisions of
Article L. 225-34 of the French Commercial Code.
As an exception to the rule laid down in Article 13 of these
bylaws for Directors appointed by the Shareholders’ Meeting,
Directors representing employees are not required to own a minimum
number of shares.
Directors representing employees are appointed following an
election, including by electronic means ensuring confidentiality of the
vote, by the employees of the Company and its directly and indirectly
held subsidiaries whose corporate offices are in France.
1.5 ORGANIZATION AND DELIBERATIONS OF THE BOARD (ARTICLE 14 OF THE BYLAWS)
I − ChairmanThe Board of Directors shall elect a Chairman from among its
members. The Chairman must be an individual for the appointment
to be valid. It determines the Chairman’s compensation.
The Chairman of the Board of Directors must be under 70 (seventy)
years of age.
If the Chairman reaches that age while in office, he or she shall be
deemed to have resigned automatically and a new Chairman shall be
appointed as provided for in the first article.
The Chairman is appointed for a term that may not exceed his or her
term as a Director. The Chairman may be reelected. The Chairman
may be removed at any time by the Board of Directors. In the event
of the temporary unavailability or death of the Chairman, the Board
of Directors may delegate a Director to serve as chair.
In the event of temporary unavailability, this delegation is for a limited
time; it is renewable. In the event of death, it remains in effect until
election of the new Chairman.
II − Board meetingsThe Board of Directors meets as often as required by the interests of
the Company, upon notice given by the Chairman. Furthermore, if the
Board has not met for more than two months, Directors constituting
at least one-third of the members of the Board may request that the
Chairman call a meeting with a particular agenda.
The Chief Executive Officer may also ask the Chairman to call a
meeting of the Board of Directors with a particular agenda.
The Board shall meet at the head office or at any other location in
the same city, and is chaired by its Chairman or, if the Chairman
is unavailable, by a member appointed by the Board to chair it. It
may meet in any other location with the approval of the majority of
the Directors.
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OTHER LEGAL AND FINANCIAL INFORMATION6 General information about BOURBON Corporation SA and its share capital
A register shall be kept and signed by the Directors participating in
the meeting.
In accordance with legal and regulatory provisions, meetings of the
Board of Directors may be held by video conference or any other
means of telecommunication. Internal rules defined by the Board of
Directors determine the practical procedures to be followed in using
such means.
III − Quorum and majorityThe Board of Directors may validly deliberate only if at least one-half
of its members are present. Decisions are made by the majority of
members present or represented. In the event of a tie, the Chairman
will have the casting vote.
In accordance with legal and regulatory provisions, Directors who
participate in meetings by video conference or any other means
of telecommunication shall be deemed present for purposes of
calculating quorum and majority.
IV − RepresentationAny Director may give a proxy to another Director by letter, fax, email,
or telegram to represent them at a meeting.
At a given meeting, each Director may hold only one proxy received
pursuant to the paragraph above.
These provisions shall apply to the permanent representative of a
legal entity appointed as Director.
V − Confidentiality obligationThe Directors and any other persons called to attend Board meetings
are bound by a confidentiality obligation with respect to confidential
information designated as such by the Chairman of the Board.
VI − Minutes of meetingsMeetings of the Board of Directors shall be recorded in minutes
prepared in a special register with numbered and initialed pages, and
kept at the head office in accordance with regulatory requirements.
Meeting minutes shall indicate the names of the Directors present,
excused, or absent. The minutes shall state the presence or absence
of persons called to the meeting of the Board of Directors pursuant
to law, and the presence of any other person having attended all
or part of the meeting. Minutes shall be signed by the meeting’s
Chairman and at least one other Director. In the event that the
meeting Chairman is unavailable, minutes may be signed by at least
two Directors.
Copies or extracts of meeting minutes are validly certified by the
Chairman of the Board of Directors, the Chief Executive Officer,
a Director temporarily serving as Chairman, or an agent appointed
for such purpose. If the Company is in liquidation, copies or extracts
may be validly signed by a single liquidator. Production of a copy
or extract of meeting minutes is sufficient to prove the number of
Directors and their presence or representation at the meeting.
1.6 POWERS OF THE BOARD OF DIRECTORS (ARTICLE 15 OF THE BYLAWS)
I − GeneralThe Board of Directors determines the Company’s goals and
supervises their implementation.
Subject to the powers expressly granted to the Shareholders’
Meeting and within the limit of the corporate purpose, the Board of
Directors is responsible for all questions concerning the Company’s
functioning and, by voting, decides matters concerning it.
With regard to third parties, the Company is bound even by acts of
the Board of Directors that are not within the corporate purpose,
unless it proves that the third party knew that the act was not within
such purpose or that it could not have been unaware of that fact in
light of the circumstances; however, mere publication of the bylaws
shall not suffice to constitute such proof.
The Board of Directors shall conduct such audits and verifications
as it deems useful.
Each Director must receive the necessary information to carry out his
or her mission and may obtain all documents he or she deems useful
from senior management.
II − Organization of the work of the Board of DirectorsThe Chairman organizes and directs the work of the Board of
Directors, provides the Shareholders’ Meeting with a report on such
work, and carries out its decisions. He or she supervises the proper
functioning of the Company’s administrative bodies and ensures, in
particular, that the Directors are in a position to perform their mission.
1.7 MANAGEMENT (ARTICLE 16 OF THE BYLAWS)
I − General organizationIn accordance with the law, the Company is managed under its own
responsibility either by the Chairman of the Board of Directors or by
another individual appointed by the Board and bearing the title of
Chief Executive Officer.
The choice between these two management methods shall be made
by the Board of Directors, which must so inform the shareholders
and third parties as provided for by regulations.
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General information about BOURBON Corporation SA and its share capital
Decisions by the Board of Directors with respect to choosing a
management method shall be made by vote of the majority of the
Directors present or represented.
A change in the management method does not require modification
of the bylaws.
II − Chief Executive Offi cer
1. Appointment - Removal
Depending on the choice made by the Board of Directors in
accordance with § I above, the Company shall be managed either by
the Chairman or by an individual appointed by the Board of Directors
and bearing the title of Chief Executive Officer.
Where the Board of Directors chooses to separate the positions
of Chairman and Chief Executive Officer, it shall appoint a Chief
Executive Officer, set the length of his or her term, determine his or
her compensation, and, if applicable, his or her limits and powers.
The Chief Executive Officer must be less than 70 (seventy) years old.
If the Chief Executive Officer reaches that age in office, he or she
shall be deemed to have resigned automatically and a new Chief
Executive Officer shall be appointed.
The Chief Executive Officer may be removed at any time by the Board
of Directors. Where the Chief Executive Officer is not the Chairman of
the Board of Directors, his or her removal may give rise to damages
if the removal is not for good cause.
2. Powers
The Chief Executive Officer shall have the broadest powers to act
in all circumstances in the name of the Company. He or she shall
exercise such powers within the limit of the corporate purpose
and subject to those powers that the law expressly grants to the
Shareholders’ Meeting or to the Board of Directors.
The Chief Executive Officer represents the Company in its relations
with third parties. The Company shall be bound even by acts of the
Chief Executive Officer that are not within the scope of the corporate
purpose, unless it proves that the third party knew that the act was
not within such corporate purpose or could not have been aware of
that fact in light of the circumstances. Mere publication of the bylaws
shall not suffice to constitute such proof.
III − Executive Vice PresidentsUpon the proposal of the Chief Executive Officer, whether such
position is held by the Chairman of the Board of Directors or by
another person, the Board of Directors may appoint one or more
individuals to assist the Chief Executive Officer, which individuals
shall bear the title of Executive Vice President.
The maximum number of such Executive Vice Presidents shall be
five.
The Board of Directors, by mutual agreement with the Chief Executive
Officer, shall determine the extent and term of the powers granted to
the Executive Vice Presidents.
Vis-à-vis third parties, the Executive Vice Presidents shall have the
same powers as the Chief Executive Officer.
The Board of Directors shall determine the compensation of the
Executive Vice Presidents.
In the event of the departure or unavailability of the Chief Executive
Officer, the Executive Vice Presidents shall retain their positions and
powers until appointment of a new Chief Executive Officer, unless the
Board of Directors shall decide otherwise.
1.8 ADVISORS (ARTICLE 18 OF THE BYLAWS)
A college of advisors may be instituted, composed of a maximum
of two advisors and appointed by the Board of Directors for a three-
year term.
It assists the Board of Directors in carrying out its duties and
participates in Board meetings in an advisory and non-voting
capacity.
1.9 SHAREHOLDERS’ MEETINGS (ARTICLE 19 OF THE BYLAWS)
Shareholders’ Meetings shall be called and shall deliberate under
the conditions set by law and regulations. They shall be held in any
location specified in the meeting notice.
Any shareholder, however many shares he or she owns, may
participate in the meetings in person or by proxy, provided they give
proof of identity and proof of ownership of their shares, either in
registered form or in bearer form where held in a bearer securities
trading account held by a certified intermediary, no later than the
second business day preceding the meeting at midnight Paris time.
Account registration or entry of shares in the bearer share accounts
kept by the authorized intermediary must be evidenced by an
attendance certificate issued by the latter and appended to the
postal voting form or the proxy form or to the application for an
admittance card.
Once a shareholder has already cast his postal vote, sent off a proxy
form or applied for an admission card or certificate of participation, he
may no longer choose another method of participation in a meeting.
In the absence of the Chairman and failing any mandatory provisions
to the contrary, the meeting is chaired by the Director specially
delegated by the Board. If there is no appointed Director, the meeting
elects a Chairman.
1.10 OWNERSHIP THRESHOLDS
The bylaws do not stipulate specific requirements for ownership
thresholds.
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1.11 APPROPRIATION AND DISTRIBUTION OF NET INCOME (ARTICLES 24 AND 25 OF THE BYLAWS)
The income statement summarizing income and expenses for
the year shows the profit or loss for the year after deduction of
depreciation, amortization and provisions.
At least 5% of the earnings for the year minus any prior losses shall
be used to fund the legal reserve. This withdrawal shall cease to be
mandatory when the legal reserve fund equals one tenth of the share
capital; it shall resume when the legal reserve falls below one tenth of
the capital for any reason.
Distributable earnings consist of the profit for the year less prior
losses and sums placed in reserve as required by law and the
bylaws, plus any retained earnings.
The Shareholders’ Meeting may withdraw from these earnings any
sums it deems appropriate to be carried forward to the following
year or to be placed in one or more general or special reserves, the
use of or allocation to which to be determined by it. The balance, if
any, is divided among all shares. Dividends are first taken from the
distributable earnings for the year.
The Shareholders’ Meeting may also decide to distribute sums taken
from the reserves at its disposal, and must expressly note the reserve
items from which these sums are taken.
Excluding the case of a capital reduction, no distribution may be
made to shareholders when the shareholders’ equity is or would
become, after any distribution, less than the amount of the capital
plus reserves which may not be distributed under the law or bylaws.
The revaluation reserve may not be distributed. It may be capitalized
in whole or in part.
The loss, if any, is carried forward after approval of the financial
statements by the shareholders and is charged against the profits
from subsequent years until it is extinguished.
The Shareholders’ Meeting has the option of granting to each
shareholder for all or part of the dividend paid out an option between
payment of the dividend in shares, subject to the legal conditions,
or in cash.
The procedures for payment of the dividends in cash shall be set by
the Shareholders’ Meeting or by the Board of Directors.
Cash dividends must be paid within a maximum period of nine
months after the close of the fiscal year unless this deadline is
extended by court order.
However, when a balance sheet prepared during or at the end of the
year and certified by a Statutory Auditor shows that the Company
has earned a profit since the end of the previous year and after
the required depreciation, amortization and provisions, and after
deduction of any prior losses and sums to be placed in reserve as
required by the law or bylaws, interim dividends may be paid before
approval of the financial statements for the year. The amount of such
dividends may not exceed the amount of the profit as shown.
A request for payment of the dividend in shares must be made
within a time period set by the meeting, which may not exceed three
months from the date of the meeting.
No dividends may be claimed back from shareholders, unless
distribution was performed in violation of legal provisions and the
Company deems that beneficiaries were aware of the irregular nature
of this distribution at the time, or could not have been aware thereof,
given the circumstances. Where applicable, refund claims are limited
to three years after the payment of these dividends.
Any dividends not claimed within five years of their release for
payment are lapsed.
The Ordinary General Meeting may, on the recommendation of the
Board of Directors, decide that the dividend shall be paid in kind.
Any shareholder who can prove, at the end of a period, that they have
held registered shares for at least two years and that they continue to
hold them on the date the dividend for the relevant fi scal year is paid,
will receive an increased dividend on these shares, equal to 10% of
the dividend paid on the other shares, including if the dividend is paid
in new shares; this increased dividend will be rounded down to the
nearest cent if required.
Moreover, any shareholder who proves, as of the end of a fiscal
year, that his or her shares have been registered for at least two
years and who maintains the shares in registered form through the
completion date of a capital increase by incorporation of reserves,
profits, or premiums, through the issuance of bonus shares, benefits
from an increase in the number of bonus shares distributed equal to
10%, such number being rounded to the closest lower number in the
event of fractional shares.
The new shares thus created shall be assimilated with the old shares
on which they are based for purposes of calculating increased
dividend rights and grants.
The number of shares eligible for these increases may not exceed,
for a given shareholder, 0.5% of the share capital as of the dividend
payment date.
In the case of a dividend payment in shares or of a distribution of
bonus shares, all of such shares shall be immediately assimilated
with the shares previously held by the shareholder for the purposes
of the increased dividend or distribution of bonus shares. However, if
there are fractional shares:
3 in the event of an option to pay dividends in shares, a shareholder
satisfying the legal conditions may pay the balance in cash to
obtain an additional share;
3 in the case of a grant of bonus shares, rights forming fractional
shares due to the increase shall not be negotiable, and the
corresponding shares shall be sold, with the proceeds of the sale
being allocated to the holders of such rights no later than 30 days
following the date on which the number of whole shares granted
to them is registered in their account.
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1.12 PURCHASE BY THE COMPANY OF ITS OWN SHARES
(see Management report – section 7.3.1 “Share buyback program”).
1.13 MODIFICATION OF SHAREHOLDER RIGHTS
The rights of shareholders as provided for in the Company’s bylaws
may be modified only by the Extraordinary General Meeting of
Shareholders.
1.14 CHANGE OF CONTROL
There are no provisions in the bylaws that could have the effect of
delaying, deferring, or preventing a change of control of the issuer.
1.15 FORM OF SHARES (EXTRACT FROM ARTICLES 9 AND 9 BIS OF THE BYLAWS)
Shareholders may choose to hold their shares in registered or bearer
form. They give rise to registration in account pursuant to the terms
and conditions provided for by laws and regulations.
The Company has the right, pursuant to applicable laws and
regulations, to ask the central depositary at any time, at its own
expense, for the name and date of birth, or, in the case of legal
entities, the Company name and date of incorporation, as well as the
nationality, postal address and e-mail address (if any) of the holders
of securities giving current or future rights to vote at Shareholders’
Meetings, as well as the number of securities held by each such
person and, if applicable, the restrictions applicable to such shares.
1.16 INDIVISIBILITY OF SHARES – RIGHTS AND OBLIGATIONS ATTACHED TO SHARES (EXTRACT FROM ARTICLE 11 OF THE BYLAWS)
The shares are indivisible as regards the Company.
Subject to the provisions of Article 25 of the bylaws on the increased
dividend, each share carries entitlement, in the net income and in the
corporate assets, to a portion in line with the share of the capital it
represents.
In the absence of an agreement to the contrary notified to the
Company, beneficial owners (usufruitiers) of shares validly represent
bare owners (nus propriétaires) vis-à-vis the Company. However, the
voting right at Extraordinary General Meetings belongs to the bare
owner.
By way of exception to the above, where the beneficial owner and/
or the bare owner benefit, with respect to their shares, from the
provisions on partial exemption provided for by Article 787B of the
French General Tax Code and they so state on the account in which
their rights are recorded, the voting right belongs to the beneficial
owner for decisions concerning the appropriation of net income and
to the bare owner for all other decisions.
1.17 DOUBLE VOTING RIGHTS
All fully paid-up shares for which proof is provided that they have
been registered to the same shareholder for two years receive
double voting rights in accordance with law 2014-384 of March 29,
2014, known as the “Florange law”, which introduced, as of April 3,
2016, the principle of double voting rights on shares in French listed
companies held for at least two years.
In accordance with the law, any share converted into bearer form
or with respect to which ownership is transferred loses the double
voting right, except in the case of transfer by inheritance, liquidation
of community property between spouses, or in vivos gift to a spouse
or relative in the direct line of succession, or of transfer due to a
merger or spinoff of the shareholder company holding the shares
with double voting rights.
1.18 LIMITATIONS ON VOTING RIGHTS
There are no limitations on voting rights.
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OTHER LEGAL AND FINANCIAL INFORMATION6 General information about BOURBON Corporation SA and its share capital
1.19 PARENT COMPANY-SUBSIDIARY RELATIONS
BOURBON Corporation SA is a holding company; the financial flows with its subsidiaries correspond mainly to the dividends paid by the latter.
As at December 31, 2018, the figures for the parent company, BOURBON Corporation SA, and its main subsidiaries are listed below:
CONSOLIDATED AMOUNTS (EXCEPT DIVIDENDS)(in € millions)
BOURBON OFFSHORE
SURF
SONASURF INTERNACIONAL
SHIP.
BOURBON OFFSHORE
INTEROIL SHIP.
BOURBON SHIPS AS
BOURBON SUPPLY INVEST.
BOURBON SUPPLY
ASIABOURBON MARITIME
FINANCIÈRE BOURBON
SNC
BOURBON CORPORATION
SA (LISTED COMPANY)
Revenues 55.6 141.1 42.7 10.7 2.9 0.1 - - -
Net property,
plant and
equipment 42.1 - 0.0 79.7 206.4 0.9 6.5 - -
Financial debt
(excl. Group) 1.5 - - 19.7 53.3 0.0 842.0 63.4 5.4
Cash and cash
equivalents - 31.9 2.1 2.2 0.0 0.6 0.1 71.9 0.2
Dividends paid
during the year
returning to the
listed company - - - - - - - - -
3 for operating companies: Bourbon Offshore Surf, Sonasurf
Internacional Shipping, Bourbon Offshore Interoil Shipping
Navegação, Bourbon Ships AS, Bourbon Supply Investissements
and Bourbon Supply Asia, which alone account for 40% of the
g roup’s revenue. The g roup’s remaining revenue is generated by
38 operating companies;
3 for shipowning companies: Bourbon Offshore Surf, Bourbon
Ships AS, Bourbon Supply Investissements and Bourbon
Supply Asia represent 21% of the g roup’s net property, plant and
equipment. The other property, plant and equipment are owned
by 115 companies, shipowning being the sole activity (mainly tax
vehicles) for 72 of them;
3 for companies with a fi nance activity: Bourbon Offshore Surf,
Bourbon Ships AS, Bourbon Supply Investissements, Bourbon
Maritime, Financière Bourbon SNC and Bourbon Corporation
SA account for around 66% of the g roup’s debt. The remaining
financial debt is carried by 40 companies, shipowning being
the sole activity (mainly tax vehicles) for 25 of them. In general,
transactions between members of the g roup are managed by
the centralized cash-clearing house, the subsidiary Financière
Bourbon.
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General information about BOURBON Corporation SA and its share capital
2. INFORMATION ABOUT THE SHARE CAPITAL
The Company was listed for trading on the second market of the
Paris Stock Exchange on October 20, 1998.
Since February 2004, BOURBON Corporation SA has been classified
by Euronext in the “Oil Services” sector.
As at December 31, 2018, BOURBON Corporation SA was listed on
Compartment B of NYSE Euronext Paris.
2.1 SHARE CAPITAL
As at December 31, 2018, the number of shares (all of the same
class) amounted to 77,499,214. The amount of the share capital on
that date totaled €49,227,780.
More than 13 million BOURBON Corporation SA shares were traded
on NYSE Euronext Paris in 2018.
As of December 31, 2018, the Company’s market capitalization
amounted to €265.82 million at a year-end price of €3.43 per share
compared with €542.49 million as of December 31, 2017.
According to the criteria “number of shares traded”, “capital”,
“rotation rate” and “market capitalization”, depending on the
month and for 2018, BOURBON ranked between number 25 and
number 162 among the companies listed on Euronext Paris.
As of December 31, 2018, there were 679 employee shareholders
holding stock through the FCPE “BOURBON Expansion” mutual
fund for a total of 528,294 shares, or 0.68% of the capital.
With the exception of treasury shares (135,881 as at December 31,
2018, or 0.18% of the shares), no company shares have limited
voting rights.
2.2 POSITION OF STOCK OPTION PLANS FOR THE YEAR ENDED DECEMBER 31, 2018
MEETING DATE
JUNE 1, 2011
PLAN NO. 10(1) PLAN NO. 11
Date of Board meeting November 30, 2012 December 2, 2013
Start date for exercising options November 30, 2016 December 2, 2017
Expiration date November 29, 2018 December 1, 2019
Original number of beneficiaries 2 68
Total number of stock subscription or purchase options: 29,700 1,037,000
a) Corporate officers(2) 140,000(3)
Jacques d’Armand de Chateauvieux - -
Astrid de Lancrau de Bréon -
Gaël Bodénès - 60,000
b) Top 10 employee beneficiaries 29,700 198,000
Subscription or purchase price €19.82 €19.68
Discounts granted no no
Options exercised at 12.31.2018 - -
Options canceled or voided at 12.31.2018 29,700 400,000
Options remaining to be exercised at 12.31.2018 - 637,000
(1) Numbers of options and exercise prices are adjusted values, as required under applicable regulations, following trading in BOURBON Corporation SA
stock.
(2) List of the corporate offi cers with these duties during the year ended December 31, 2018.
(3) Options subject to performance conditions (see section 3.8 of the management report).
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OTHER LEGAL AND FINANCIAL INFORMATION6 General information about BOURBON Corporation SA and its share capital
2.3 POSITION OF BONUS SHARES ALLOTTED AT DECEMBER 31, 2018
There was no longer a bonus share allotment plan in force at December 31, 2018.
2.4 POTENTIAL CAPITAL DILUTION AT DECEMBER 31, 2018
The table below shows the Company’s potential capital dilution in the event of the conversion or exercise of securities giving access to any
outstanding capital in the Company at December 31, 2018:
ALLOCATION DATE
MATURITY NUMBER OF POTENTIAL
SHARESPOTENTIAL
DILUTION
SHARE CAPITAL
(in shares)START END
Number of shares at December 31, 2018 77,499,214
Stock option plans 12.02.2013 12.02.2017 12.01.2019 637,000 0.82%
TOTAL STOCK SUBSCRIPTION OPTIONS 637,000 0.82%
POTENTIAL CAPITAL AT DECEMBER 31, 2017 78,136,214
The Company did not issue or grant any other rights or securities giving direct or indirect access to its capital, immediately or in the future.
2.5 CHANGES IN THE CAPITAL OVER THE PAST THREE YEARS
DATE OPERATION
SHARE ISSUES
TOTAL AMOUNT
OF CAPITAL(in euros)
TOTAL NUMBER OF SHARES
AMOUNT OF CAPITAL INCREASE
OR REDUCTION(in euros)
NUMBER OF SHARES
ISSUE AND MERGER
PREMIUMS(in euros)
07.18.2016
Payment of dividends in new
shares 3,008,497 4,736,272 42,743,890 48,493,096 76,342,603
12.31.2016
No stock options for new or
existing options were
exercised between January 1,
2016 and December 31, 2016 0 0 0 48,493,096 76,342,603
07.17.2017
Payment of dividends in new
shares 734,683 1,156,611 9,767,344 49,227,780 77,499,214
12.31.2017
No stock options for new or
existing options were
exercised between January 1,
2017 and December 31, 2017 0 0 0 49,227,780 77,499,214
12.31.2018
No stock options for new or
existing options were
exercised between January 1,
2018 and December 31, 2018 0 0 0 49,227,780 77,499,214
The number of shares comprising the share capital and the number of voting rights are adjusted monthly as necessary in accordance with the
“Transparency Directive”. This information is available on the Company’s website:
www.bourbonoffshore.com, under “INVESTORS” – “Capital and shareholding” - “Voting rights” - “Information relating to the number of shares
and voting rights composing the capital”.
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General information about BOURBON Corporation SA and its share capital
SHAREHOLDER NUMBER OF SHARES % OF CAPITAL
NUMBER OF THEORETICAL
VOTING RIGHTS% OF THEORETICAL
VOTING RIGHTS
Jacques de Chateauvieux & related companies* 40,886,122 52.76% 41,176,212 43.70%
Henri de Chateauvieux & related companies** 6,187,422 7.98% 12,318,602 13.07%
TOTAL COLLECTIVELY 47,073,544 60.74% 53,494,814 56.77%
* Jacques de Chateauvieux & related companies = JACCAR Holdings + Cana Tera SCA + Jacques de Chateauvieux.
** Henri de Chateauvieux & related companies = Mach Invest SAS + Mach Invest International + Henri de Chateauvieux.
2.6 SIGNIFICANT TRANSACTIONS AFFECTING THE DISTRIBUTION OF CAPITAL OVER THE LAST THREE YEARS
Following the transactions mentioned below, up to the registration
date of the 2018 Registration Document and as far as the Company
is aware, the companies Mach-Invest International and Monnoyeur
SA hold more than 5% of BOURBON Corporation SA’s share capital
and the JACCAR Holdings company more than 50%.
Fiscal year 2018
No transactions recorded.
Fiscal year 2017
The Combined Shareholders’ Meeting of BOURBON Corporation
SA, held on May 23, 2017, decided to pay the dividend in cash or
new shares.
1,156,611 new shares were issued on July 17, 2017 at the end of
the option period, representing approximately 1.52% of the capital
stock and 0.91% Company’s voting rights on the basis of the capital
stock and voting rights as of May 31, 2017.
After this issuance, the number of shares making up the share capital
and the total number of theoretical voting rights of the Company
increased from 76,342,603 to 77,499,214 shares.
Fiscal year 2016
The Combined Shareholders’ Meeting of BOURBON Corporation
SA, held on May 26, 2016, decided to pay the dividend in cash or
new shares.
4,736,272 new shares were issued on July 18, 2016 at the end of
the option period, representing approximately 6.6% of the capital
stock and 4.5% of the Company’s voting rights on the basis of the
capital stock and voting rights as of May 31, 2016.
After this issuance, the number of shares making up the share capital
and the total number of theoretical voting rights of the Company
increased from 71,606,331 to 76,342,603 shares.
SHAREHOLDER NUMBER OF SHARES % OF THE CAPITAL AND THEORETICAL VOTING RIGHTS
Jacques de Chateauvieux & related companies* 39,798,362 59.25%
Henri de Chateauvieux & related companies** 6,185,918 9.67%
TOTAL COLLECTIVELY 45,984,280 68.92%
* Jacques de Chateauvieux & related companies = JACCAR Holdings + Cana Tera SCA + Jacques de Chateauvieux.
** Henri de Chateauvieux & related companies = Mach Invest SAS + Mach Invest International + Henri de Chateauvieux.
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OTHER LEGAL AND FINANCIAL INFORMATION6 General information about BOURBON Corporation SA and its share capital
2.7 CHANGES IN THE SHAREHOLDER BASE
SHAREHOLDER
POSITION AT 12.31.2018
NUMBER OF SHARES
% OF THE CAPITAL
NUMBER OF SHARES AND % OF THEORETICAL VOTING RIGHTS***
NUMBER OF SHARES & % OF ACTUAL VOTING RIGHTS***
Jacques de Chateauvieux & related companies*** 40,886,122 52.76% 41,177,031 43.16% 41,177,031 43.22%
Henri de Chateauvieux & related companies** 6,130,370 7.92% 12,259,236 12.85% 12,259,236 12.87%
Total Collectively 47,016,492 60.68% 53,436,267 56.00% 53,436,267 56.08%
Monnoyeur SA 4,398,813 5.68% 4,398,813 4.61% 4,398,813 4.62%
Treasury shares 135,881 0.18% 135,881 0.14% 0 0.00%
Employees 528,294 0.68% 528,294 0.55% 528,294 0.55%
Public 25,419,734 32.80% 36,915,545 38.69% 36,915,545 38.74%
TOTAL 77,499,214 100.00% 95,414,800 100.00% 95,278,919 100.00%
* Jacques de Chateauvieux & related companies = JACCAR Holdings + Cana Tera SCA + Jacques de Chateauvieux.
** Henri de Chateauvieux & related companies = Mach-Invest SAS + Mach-Invest International + Henri de Chateauvieux.
*** Application of Law No. 2014-384 of March 29, 2014 to restore the real economy (the “Florange Law”) as from April 3, 2016:
registered shares held for more than two years receive double voting rights.
No material change has occurred in the holding of capital and voting rights since December 31, 2018.
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General information about BOURBON Corporation SA and its share capital
POSITION AT 31.12.2017 POSITION AT 31.12.2016
NUMBER OF SHARES
% OF CAPITAL
NUMBER OF SHARES AND % OF THEORETICAL
VOTING RIGHTS***
NUMBER OF SHARES AND % OF ACTUAL VOTING RIGHTS***
NUMBER OF SHARES
% OF CAPITAL
NUMBER OF SHARES AND % OF THEORETICAL VOTING RIGHTS***
NUMBER OF SHARES & % OF ACTUAL VOTING
RIGHTS***
40,886,122 52.76% 41,176,212 43.70% 41,176,212 43.75% 39,798,362 52.13% 75,471,710 59.25% 75,471,710 59.45%
6,187,422 7.98% 12,318,602 13.07% 12,318,602 13.09% 6,185,918 8.10% 12,317,098 9.67% 12,317,098 9.70%
47,073,544 60.74% 53,494,814 56.77% 53,494,814 56.84% 45,984,280 60.23% 87,788,808 68.92% 87,788,808 69.15%
4,398,813 5.68% 4,398,813 4.67% 4,398,813 4.67% 4,398,813 5.76% 4,398,813 3.45% 4,398,813 3.47%
127,140 0.16% 127,140 0.13% 0 0.00% 426,576 0.56% 426,576 0.33% 0 0%
594,329 0.77% 594,329 0.63% 594,329 0.63% 360,862 0.47% 360,862 0.28% 360,862 0.28%
25,305,388 32.65% 35,618,961 37.80% 35,618,961 37.85% 25,172,072 32.97% 34,397,420 27.01% 34,397,420 27.10%
77,499,214 100.00% 94,234,057 100.00% 94,106,917 100.00% 76,342,603 100.00% 127,372,479 100.00% 126,945,903 100.00%
229BOURBON 2018 REGISTRATION DOCUMENT
OTHER LEGAL AND FINANCIAL INFORMATION6 General information about BOURBON Corporation SA and its share capital
2.8 DISTRIBUTION OF CAPITAL AND VOTING RIGHTS
Total number of shares (December 31, 2018) 77,499,214
Total number of theoretical voting rights* (December 31, 2018) 95,414,800**
Total number of voting rights exercisable in Shareholders’ Meetings (December 31, 2018) 95,278,919**
Approximate number of shareholders (TPI shareholder identification procedure in August 2014) 40,000
* Theoretical (or gross) voting rights are used to calculate ownership thresholds: they include the voting rights attached to shares that do not have such
rights (treasury shares, liquidity contract, etc.).
** Application of Law No. 2014-384 of March 29, 2014 to restore the real economy (the “Florange Law”) as from April 3, 2016: registered shares held for
more than two years receive double voting rights.
Shareholders owning 5% or more of the capital and theoretical
voting rights (December 31, 2018):
3 more than 50%: JACCAR Holdings;
3 more than 5%: Mach-Invest International and Monnoyeur SAS.
To the Company’s knowledge, there are no other shareholders
owning, either directly or indirectly or together, 5% or more of the
capital and theoretical voting rights.
The personal shareholdings of the members of the Board of
Directors, of the adviser, and of the corporate officers of BOURBON
Corporation represent less than 1% of the Company’s share capital.
Details are provided in the management report (section 3.2.5).
As of December 31, 2018, the Company owned 135,881 of its own
shares (including 75,513 under the supervision and liquidity contract
with CIC), or 0.18% of the capital.
In addition, as of the same date, 679 employees owned 0.68% of the
capital, with 528,294 shares.
2004 Agreement
Since December 31, 2004, there has been a shareholders’
agreement stipulating a collective undertaking to retain shares of
BOURBON Corporation SA stock (“Loi Dutreil”, Article 885-I bis of
the French General Tax Code) involving 27.17% of the capital and
27.18% of the voting rights.
This agreement, which is tax-related in nature, does not under any
circumstances represent a “collective action” to implement a voting
policy or a BOURBON Corporation SA management policy. It does
not contain any preferred terms for sales.
This agreement was entered into for six years from the date the
agreement was signed and ended on the sixth anniversary of the
date it was registered.
At the end of the initial period of six years, the agreement was
extended for successive periods of 12 months.
The signatory of this agreement is Jacques d’Armand de
Chateauvieux, Chairman and Chief Executive Officer.
2015 ISF Agreement
Since December 18, 2015, there has been a shareholders’
agreement stipulating a collective undertaking to retain shares of
BOURBON Corporation SA stock (“Loi Dutreil”, Article 885-I bis of
the French General Tax Code) involving 48.52% of the capital and
48.79% of the voting rights.
This agreement, which is tax-related in nature, does not under any
circumstances represent a “collective action” to implement a voting
policy or a BOURBON Corporation SA management policy. It does
not contain any preferred terms for sales.
This undertaking was agreed for a period of two years from the
registration of this collective retention pledge.
At the conclusion of the period initially planned, the collective
retention undertaking will be tacitly extended for an indefinite period.
The signatories of this agreement are Jacques d’Armand de
Chateauvieux, Chairman of the Board of Directors and Chief
Executive Officer, Christian Lefèvre, Executive Vice President, and
Gaël Bodénès, Executive Vice President. JACCAR Holdings and Sté
Mach-Invest, at the date of signing this agreement, hold at least 5%
of the Company’s capital and voting rights.
2015 Transfer Agreements
Since December 8, 2015, there have been two shareholders’
agreements involving a collective undertaking to retain shares of
BOURBON Corporation SA stock (“Loi Dutreil”, Article 787 B of the
French General Tax Code).
These agreements do not under any circumstances represent a
“collective action” to implement a voting policy or a BOURBON
Corporation SA management policy. It does not contain any preferred
terms for sales.
The signatories of these agreements are Jacques d’Armand de
Chateauvieux, Chairman of the Board of Directors and Chief
Executive Officer, Christian Lefèvre, Executive Vice President, and
Gaël Bodénès, Executive Vice President. JACCAR Holdings and
Mach-Invest, at the date of signing this agreement, hold at least 5%
of the Company’s capital and voting rights:
3 the first agreement was entered into for a period of two years
from its registration date and concerns 36.04% of the capital
and 36.25% of voting rights. At the conclusion of the period
initially planned, the collective undertaking will end except where
extended expressly by all signatories of the agreement;
3 the second agreement was entered into for a period of two years
from its registration date and concerns 46.70% of the capital
and 46.96% of voting rights. At the conclusion of the period
initially planned, the collective retention undertaking will be tacitly
extended for an indefinite period.
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General information about BOURBON Corporation SA and its share capital
2.9 CHANGE IN SHARE PRICE IN EUROS OVER 18 MONTHS
DATE HIGH(1) LOW(2)
VOLUME OF SHARES TRADED
CAPITAL TRADED(in € millions)
2017
October 7,800 7,150 536,026 4.02
November 7,950 6,700 748,149 5.46
December 7,150 6,660 662,198 4.53
2018
January 8,730 7,020 1,114,043 9.00
February 8,150 6,460 964,034 6.79
March 7,100 4,700 1,623,163 9.46
April 5,200 4,750 853,912 4.26
May 5,980 4,960 1,221,600 6.75
June 5,640 4,730 532,677 2.79
July 5,040 4,095 761,259 3.42
August 5,430 4,250 925,863 4.60
September 5,780 4,110 1,787692 8.67
October 5,960 4,655 1,412,983 7.52
November 5,580 4,165 867,655 4.15
December 4,815 3,390 1,265,897 5.09
2019
January 3,795 3,280 926,587 3.28
February 3,535 2,840 1,139,614 3.68
March 3,265 2,310 1,705,642 4.60
(1) Highest reached in intraday over the period.
(2) Lowest reached in intraday over the period.
231BOURBON 2018 REGISTRATION DOCUMENT
OTHER LEGAL AND FINANCIAL INFORMATION6 Trademarks, licenses, patents, property, plant and equipment
TRADEMARKS, LICENSES, PATENTS, PROPERTY, PLANT AND EQUIPMENT
1. TRADEMARKS, LICENSES, PATENTS
BOURBON Corporation SA has fi led its logo, including the graphic
features. It has also protected its trademarks, i.e. BOURBON,
Bourbon Offshore and Les Abeilles, for the products and services
concerned.
BOURBON Corporation SA has registered the brands “Under The
Flag of Excellence”, “myBOURBON,” “Safety Takes Me Home,”
UGO, and CREWLINER with the INPI (National Industrial Property
Institute).
BOURBON Corporation has registered two European boat design
models with the OHMI (European Union Intellectual Property Office).
2. PROPERTY, PLANT AND EQUIPMENT
The vessel fl eet constitutes most of the g roup’s property, plant, and equipment: vessels accounted for almost 99% of net property, plant and
equipment at December 31, 2018. During 2018, the average utilization rate for the fl eet in service was 52.2%. Between 2018 and 2017, the
fleet composition underwent the following changes:
MARINE SERVICES
SUBSEA SERVICESDEEPWATER OFFSHORESHALLOW WATER
OFFSHORE CREW BOATS
BY YEAR
2018 2017 2018 2017 2018 2017 2018 2017
Number of vessels (end of period) 87 86 124 131 252 269 20 22
Average utilization rate(1) 62.4% 61.2% 44.0% 40.8% 53.1% 56.9% 48.5% 60.7%
Average daily rates (US dollar) $12,895 $14,389 $7,939 $8,669 $4,308 $4,418 $32,592 $35,328
(1) Utilization rate: over a period, the number of revenue-generating days, divided by the number of calendar days.
At December 31, 2018, the offshore fleet consisted of the following:
POSITION AT 12.31.2018 OWNEDBAREBOAT
CHARTERINGOPERATING
VESSELS AVERAGE AGE
AVERAGE UTILIZATION
RATE (%)
Deepwater off shore vessels 72 15 87 11.4 62.4%
Vessels (shallow water off shore) 87 37 124 8.4 44.0%
TOTAL MARINE AND LOGISTICS 159 52 211 9.7 51.4%
Crew boats 252 - 252 9.8 53.1%
TOTAL MOBILITY 252 - 252 9.8 53.1%
IMR vessels 13 7 20 9.0 48.5%
TOTAL SUBSEA 13 7 20 9.0 48.5%
TOTAL VESSELS 424 59 483 9.7 52.2%
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Trademarks, licenses, patents, property, plant and equipment
BOURBON also has 25 ROVs with an average age of 8 years.
Contractualization rate(1) at December 31, 2018, 45.3% of offshore
support vessels were under long-term contracts, with an average
residual contract duration of six months, excluding crew boats.
BOURBON’s fleet of offshore support vessels (excluding crew boats)
is valued at the end of each year by independent ship brokers, all with
extensive knowledge of the markets in which our vessels operate.
Three valuation methods are generally used to determine the market
values of vessels by independent shipbrokers:
3 net book value method, determined by reference to the
acquisition value of the vessel (new building value), after applying
a depreciation factor calculated in relation to the type and age of
the vessel. The value thus determined is re-estimated in relation
to the conditions and trends in the vessel buying/selling market;
3 valuation method based on transactions in the vessel buying/
selling market, involving vessels with characteristics that are as
similar as possible. Any specific criteria are taken into account,
such as the country in which the vessel was built (providing or
closing off access to certain markets) and the greater or lesser
proximity of an operational zone targeted by the buyer, as well as
the condition and age of the vessel;
3 valuation method based on market contractualization rates (Time
Chart or Bare Boat).
In view of the current market situation, and in the absence of a
sufficient number of purchase/sale or contractualization transactions,
the market value of each vessel was established based on the new
building value of the vessel.
Based on the market values provided as of December 31, 2018
and the net book value of offshore support vessels on that date, the
unrealized capital gains stand at approximately €56 million (versus
€380 million at year-end 2017 and €435 million at year-end 2016).
The change in the underlying capital gains since 2016 should be
viewed in the context of the deterioration in the offshore oil services
market, but also the fl eet of “non-smart” vessels and non-strategic
vessels which have undergone impairment (see note 3.3 to the
consolidated fi nancial statements); the value of such vessels was
determined according to offers or estimates from independent
brokers considering that these stacked vessels would be sold “as is
where is” with buyers being liable for the reactivation costs.
As indicated in the notes to the consolidated financial statements,
maintenance operations are performed on all our vessels at regular
intervals according to a multi-year plan for compliance with the
classification requirements of international agreements or regulations.
Thus every vessel involves two components:
3 a vessel component;
3 an “overhaul” component, representing the cost of an overhaul.
Treatment of the “overhaul” component is also explained in
note 1.5.5 to the consolidated financial statements. A summary of
BOURBON’s property, plant and equipment and the main expenses
related thereto (amortization and losses in value) is included in
note 3.3 to the consolidated financial statements. In addition, in
section 4.2, the management report describes the environmental
risks and BOURBON’s approach to them.
(1) Contractualization rate: the ratio of the number of long-term contract vessels to the total number of vessels operated by BOURBON; a long-term contract
is defined as one with a residual duration of six months or more.
3. VESSEL DELIVERIES AND FINANCING
BOURBON did not take delivery of any vessels in 2018.
The table below summarizes the number of vessel deliveries forecast
for the 2019 period. It takes account of the fact that BOURBON has
still to receive one vessel as part of the 2012 investment plan and one
vessel as part of the “BOURBON 2015 Leadership Strategy” plan;
The amounts given below are the estimated values of vessels ordered
but not delivered as at December 31, 2018 (excluding financing costs)
expressed in $ million, and not the amounts disbursed on delivery
(advance payments are made at different stages of construction).
233BOURBON 2018 REGISTRATION DOCUMENT
OTHER LEGAL AND FINANCIAL INFORMATION6 Trademarks, licenses, patents, property, plant and equipment
DELIVERIES SCHEDULED FOR 2019 TOTAL
Deepwater off shore vessels
Number 1 1
Value (before financing costs) $25.6 million $25.6 million
Vessels (shallow water off shore)
Number - -
Value (before financing costs) - -
Crew boats
Number - -
Value (before financing costs) - -
IMR vessels
Number 1 1
Value (before financing costs) $46.7 million $46.7 million
TOTAL
NUMBER 2 2
VALUE (BEFORE FINANCING COSTS) $72.3 MILLION $72.3 MILLION
4. REAL ESTATE
As of December 31, 2018, the g roup had access, either through leases or through direct ownership, to the following real estate:
COUNTRY LOCATION DESTINATION LEGAL STATUS
France Paris Head office Lease
Brazil Rio de Janeiro Offices, warehouse Lease
Congo Pointe-Noire Offices, logistics base, other Lease
United Arab Emirates Dubai Offices, other Lease
Egypt Cairo – Agouza Offices Lease
France Le Havre, Marseille Offices, other Ownership/Lease
Gabon Port Gentil Offices, logistics base, other Lease
Indonesia Balikpapan, Jakarta, Tamapole Offices, logistics base Ownership/Lease
Italy Ravenna Offices Lease
Luxembourg Luxembourg Offices Lease
Malaysia Labuan, Kuala Lumpur Offices, other Lease
Mexico Tampico, Ciudad del Carmen, Dos Bocas Offices, logistics base Lease
Nigeria Lagos, Port Harcourt, Onne Offices, logistics base, other Ownership/Lease
Norway Fosnavaag Offices Lease
Netherlands Beneden Offices Lease
Portugal Funchal Offices Lease
Romania Bucharest Offices Lease
Singapore Singapore Offices, other Lease
Trinidad Le Brea Offices, other Lease
N.B.: real estate owned/leased by fully consolidated companies.
Property, plant and equipment under lease principally comprise premises used for administrative purposes. The g roup is the owner of buildings
located in Marseille, which house the main corporate departments as well as the head offices of several subsidiaries. Operating leasing
expenses for real property are included in the information given in point 5.1 of the notes to the consolidated financial statements showing
contractual obligations.
234 BOURBON 2018 REGISTRATION DOCUMENT
OTHER LEGAL AND FINANCIAL INFORMATION
6
Agenda for the combined Shareholders’ Meeting of June 28, 2019
AGENDA FOR THE COMBINED SHAREHOLDERS’ MEETING OF JUNE 28, 2019
1. AGENDA FOR THE ORDINARY GENERAL MEETING
3 Approval of the annual financial statements for the year ended
December 31, 2018.
3 Approval of the consolidated financial statements for the year
ended December 31, 2018.
3 Appropriation of net income for the fiscal year.
3 Statutory Auditors’ Special report on regulated agreements and
commitments - Absence of any new agreements
3 Renewal of the term of offi ce of Mr. Jacques d’Armand de
Chateauvieux as Director.
3 Renewal of the term of offi ce of Mr. Christian Lefèvre as Director.
3 Renewal of the term of offi ce of Ms. Wang Xiaowei as Director.
3 Approval of the principles and criteria for the determination,
distribution and allocation of the fixed, variable and exceptional
components of total compensation and benefits of any kind
payable to the Chairman of the Board of Directors.
3 Approval of the principles and criteria for the determination,
distribution and allocation of the fixed, variable and exceptional
components of total compensation and benefits of any kind
payable to the Chief Executive Offi cer.
3 Approval of the compensation components paid or granted to
Mr. Jacques d’Armand de Chateauvieux, Chairman of the Board of
Directors, in respect of the fiscal year ended December 31, 2018.
3 Approval of the compensation components paid or granted to
Mr. Gaël Bodénès, Chief Executive Officer, in respect of the fiscal
year ended December 31, 2018.
3 Approval of the compensation components paid or granted to
Ms. Astrid de Lancrau de Bréon, Executive Vice President, Chief
Financial Officer, in respect of the fiscal year ended December
31, 2018.
3 Authorization for the Board of Directors to arrange for the
Company to buy back its own shares, as provided for under
Article L. 225- 209 of the French Commercial Code. Duration,
purpose, terms and ceiling of this authorization.
2. AGENDA OF THE EXTRAORDINARY GENERAL MEETING
3 Authorization for the Board of Directors to cancel shares bought
back by the Company within the terms of Article L. 225-209 of the
French Commercial Code. Duration and ceiling of this authorization.
3 Authorization to be given to the Board of Directors to grant existing
and/or new bonus shares to salaried members of staff and/or
some corporate offi cers of the Company or of related companies,
waiver by the shareholders of their preferential subscription right,
duration of the authorization, ceiling, duration of vesting periods,
particularly in the event of invalidity and lock-up periods.
3 Delegation of authority to be granted to the Board of Directors to
increase the capital by issuing ordinary shares and/or marketable
securities convertible to equity with removal of the preferential
subscription right for members of a company savings plan
pursuant to Articles L. 3332- 18 et seq. of the French Labor Code,
duration of the delegation, maximum par value of the capital
increase, issue price, option to allocate bonus shares pursuant to
Article L. 3332-21 of the French Labor Code.
3 Delegation to be granted to the Board of Directors to realign the
Company’s bylaws with the applicable laws and regulations.
3 Realignment of Article 11 VII “rights and obligations attached to
shares – indivisibility” of the Company bylaws.
3 Powers for the completion of formalities.
235BOURBON 2018 REGISTRATION DOCUMENT
OTHER LEGAL AND FINANCIAL INFORMATION6 Draft resolutions for the Combined General Meeting of June 28, 2019
DRAFT RESOLUTIONS FOR THE COMBINED GENERAL MEETING OF JUNE 28, 2019
1. RESOLUTIONS FOR THE ORDINARY GENERAL MEETING
First resolution − Approval of the annual financial statements for the year ended December 31, 2018
The Shareholders’ Meeting, ruling under the conditions of majority
and quorum required for Ordinary General Meetings, having reviewed
the reports of the Board of Directors and the Statutory Auditors with
respect to the fiscal year ended December 31, 2018, approves, as
presented, the annual financial statements prepared up to this date,
which show a loss of €1,336,057.45.
Second resolution − Approval of the consolidated financial statements for the year ended December 31, 2018
The Shareholders’ Meeting, ruling under the conditions of majority
and quorum required for Ordinary General Meetings, having reviewed
the reports of the Board of Directors and of the Statutory Auditors
on the consolidated financial statements at December 31, 2018,
approves these financial statements as presented.
Third resolution − Appropriation of net income for the fiscal year
The Shareholders’ Meeting, ruling under the conditions of majority
and quorum required for Ordinary General Meetings, upon the
proposal of the Board of Directors, decides to allocate the net
income from the fiscal year ended December 31, 2018 as follows:
Origin
Loss for the fi scal year €1,336,057.45
Retained earnings €30,000,000.00
Appropriation
Legal reserve €0
Retained earnings €28,663,942.55
As required by Article 243 bis of the French General Tax Code (CGI),
the table below shows the amount of dividends and other revenue
distributed over the past three years, as well as their potential
eligibility for a 40% tax abatement pursuant to Article 158 3-2 of the
same Code applicable to individuals who are French tax residents.
FISCAL YEAR
REVENUE ELIGIBLE FOR TAX ABATEMENT UNDER ARTICLE 158- 3-2 OF THE CGI
REVENUE NOT ELIGIBLE FOR TAX ABATEMENT UNDER
ARTICLE 158- 3- 2° OF THE FRENCH GENERAL TAX CODE
DIVIDENDSOTHER REVENUE
DISTRIBUTED
2015
€71,204,986.00*
i.e. €1 per share - -
2016
€8,422,460.00*
i.e. €0.25 per share
2017 - - -
* This corresponds to the amount actually paid and does not include unpaid dividends on treasury stock, which is carried forward.
Fourth resolution - Statutory Auditors’ Special report on regulated agreements and commitments - Absence of any new agreements
The Shareholders’ Meeting ruling, under the conditions of majority and quorum required for Ordinary General Meetings, on the Statutory
Auditors’ special report on regulated agreements and commitments presented to it, acknowledges, purely and simply, the absence of any new
agreement entered into during the fi scal year ended December 31, 2018.
236 BOURBON 2018 REGISTRATION DOCUMENT
OTHER LEGAL AND FINANCIAL INFORMATION
6
Draft resolutions for the Combined General Meeting of June 28, 2019
Fifth resolution - Renewal of the term of office of Mr. Jacques d’Armand de Chateauvieux as Director.
The Shareholders’ Meeting, ruling under the conditions of majority
and quorum required for Ordinary General Meetings, resolves to
reappoint Mr. Jacques d’Armand de Chateauvieux as Director for a
term of three years ending at the close of the Shareholders’ Meeting
to be held in 2022 to approve the financial statements for the past
fiscal year.
Sixth resolution - Renewal of the term of office of Mr. Christian Lefèvre as Director.
The Shareholders’ Meeting, ruling under the conditions of majority
and quorum required for Ordinary General Meetings, resolves to
reappoint Mr. Christian Lefèvre as Director for a term of three years
ending at the close of the Shareholders’ Meeting to be held in 2022
to approve the financial statements for the past fiscal year.
Seventh resolution - Renewal of the term of office of Ms. Wang Xiaowei as Director.
The Shareholders’ Meeting, ruling under the conditions of majority
and quorum required for Ordinary General Meetings, resolves to
reappoint Ms. Wang Xiaowei as Director for a term of three years
ending at the close of the Shareholders’ Meeting to be held in 2022
to approve the financial statements for the past fiscal year.
Eighth resolution - Approval of the principles and criteria for the determination, distribution and allocation of the fixed, variable and exceptional components of total compensation and benefits of any kind payable to the Chairman of the Board of Directors.
The Shareholders’ Meeting, ruling under the conditions of majority
and quorum required for Ordinary General Meetings, having reviewed
the report of the Board of Directors on corporate governance
prepared pursuant to Article L. 225-37-2 of the French Commercial
Code, approves the principles and criteria for determining, allocating
and granting the fixed, variable and exceptional components of
the overall compensation and benefits of any kind to be awarded
to the Chairman of the Board of Directors in respect of his duties,
as described in such report and set out in paragraph 3.8 of the
Company’s 2018 Registration Document.
Ninth resolution - Approval of the principles and criteria for the determination, distribution and allocation of the fixed, variable and exceptional components of total compensation and benefits of any kind payable to the Chief Executive Officer.
The Shareholders’ Meeting, ruling under the conditions of majority
and quorum required for Ordinary General Meetings, having reviewed
the report of the Board of Directors on corporate governance
prepared pursuant to Article L. 225-37-2 of the French Commercial
Code, approves the principles and criteria for determining, allocating
and granting the fixed, variable and exceptional components of the
overall compensation and benefits of any kind to be awarded to
the Chief Executive Offi cer in respect of his duties, as described in
such report and set out in paragraph 3.8 of the Company’s 2018
Registration Document.
Tenth resolution - Approval of the compensation components paid or granted to Mr. Jacques d’Armand de Chateauvieux, Chairman of the Board of Directors, in respect of the fiscal year ended December 31, 2018.
The Shareholders’ Meeting, ruling under the conditions of majority
and quorum required for Ordinary General Meetings, having reviewed
the report of the Board of Directors on corporate governance,
approves, in accordance with the provisions of Article L. 225-100
of the French Commercial Code, the fixed, variable and exceptional
components of the overall compensation and benefits of any kind
paid or granted to Mr. Jacques d’Armand de Chateauvieux in
respect of his position as Chairman of the Board of Directors for the
fiscal year ended December 31, 2018, as described on pages 60 et
seq. of the 2018 Registration Document.
Eleventh resolution – Approval of the compensation components paid or granted to Mr. Gaël Bodénès, Chief Executive Officer , in respect of the fiscal year ended December 31, 2018
The Shareholders’ Meeting, ruling under the conditions of majority and
quorum required for Ordinary General Meetings, having reviewed the
report of the Board of Directors on corporate governance, approves,
in accordance with the provisions of Article L. 225-100 of the French
Commercial Code, the fixed, variable and exceptional components
of the overall compensation and benefits of any kind paid or granted
to Mr. Gaël Bodénès in respect of his position as Chief Operating
Officer for the fiscal year ended December 31, 2018, as described
on pages 60 et seq. of the 2018 Registration Document.
237BOURBON 2018 REGISTRATION DOCUMENT
OTHER LEGAL AND FINANCIAL INFORMATION6 Draft resolutions for the Combined General Meeting of June 28, 2019
Twelfth resolution – Approval of the compensation components paid or granted to Ms. Astrid de Lancrau de Bréon, Executive Vice President, Chief Financial Officer, in respect of the fiscal year ended December 31, 2018
The Shareholders’ Meeting, ruling under the conditions of majority
and quorum required for Ordinary General Meetings, having reviewed
the report of the Board of Directors on corporate governance,
approves, in accordance with the provisions of Article L. 225-100
of the French Commercial Code, the fixed, variable and exceptional
components of the overall compensation and benefits of any kind
paid or granted to Ms. Astrid de Lancrau de Bréon in respect of her
position as Chief Financial Officer until July 10, 2018 in respect of the
fiscal year ended December 31, 2018, as described on pages 60 et
seq. of the 2018 Registration Document.
Thirteenth resolution − Authorization for the Board of Directors to arrange for the Company to buy back its own shares, as provided for under Article L. 225-209 of the French Commercial Code
The Shareholders’ Meeting, ruling under the conditions of majority
and quorum required for Ordinary General Meetings and in light of
the report of the Board of Directors, authorizes the Board for a period
of 18 months, as provided for under Articles L. 225-209 et seq. of
the French Commercial Code, to proceed with the purchase, in one
or more steps and at times of its choosing, of the Company’s shares,
up to the limit of 5% of the overall number of shares composing the
share capital, this ceiling being adjusted where necessary to allow
for possible increases or reductions of capital in the course of the
program.
This authorization terminates the previous authorization granted to
the Board by the Shareholders’ Meeting of May 30, 2018 in its 15th
ordinary resolution.
The shares may be purchased for any purpose permitted by law,
including:
3 stimulate the secondary market or maintain the liquidity of
BOURBON Corporation SA shares through an investment service
provider, operating within the scope of a liquidity contract in
accordance with regulatory practice;
3 holding shares to cover stock option plans and/or bonus share
allotment plans (or similar plans), for the benefit of employees and/
or representatives of the g roup, and to allow allotments of shares
within the scope of a company or group savings plan (or similar
plan) or as part of employee participation in the results of the
Company and/or any other form of share allotment to employees
and/or corporate officers of the g roup;
3 the possible canceling of the shares thus acquired, subject to the
authorization to be granted by this Shareholders’ Meeting in its
fourteenth extraordinary resolution.
These share purchases may be transacted by any means, including
acquisition of blocks of shares, at such times as the Board may
choose.
The Company reserves the right to use options and derivatives within
the bounds of applicable regulations.
The maximum purchase price is fixed at €12 per share. In the
event of any transaction affecting the capital, notably stock
splits, consolidation of shares or allocation of bonus shares, the
above- mentioned sum will be adjusted proportionally (multiplication
coefficient equal to ratio between the number of shares forming the
capital prior to the transaction and the number of shares following
the transaction).
The ceiling for the transaction is thus fixed at €46,463,304.
The Shareholders’ Meeting grants full powers to the Board of
Directors, which may delegate those powers, to proceed with these
operations, to fix the terms and conditions thereof, to enter into any
agreements and to satisfy all formalities.
238 BOURBON 2018 REGISTRATION DOCUMENT
OTHER LEGAL AND FINANCIAL INFORMATION
6
Draft resolutions for the Combined General Meeting of June 28, 2019
2. RESOLUTIONS FOR THE EXTRAORDINARY GENERAL MEETING
Fourteenth resolution – Authorization for the Board of Directors to cancel shares bought back by the Company within the terms of Article L. 225-209 of the French Commercial Code
The Shareholders’ Meeting, ruling under the conditions of majority
and quorum required for Extraordinary General Meetings, and having
reviewed the report of the Board of Directors and the Statutory
Auditors’ report:
1) grants the Board of Directors its authorization to cancel—as the
Board sees fit and in one or more steps, within the limit of 10%
of the capital calculated on the date of the decision to cancel,
after deduction of any shares canceled within the previous 24
months – shares which the Company holds or may come to
hold after repurchases made in accordance with the terms
of Article L. 225-209 of the French Commercial Code, and to
thereby reduce the share capital accordingly in compliance with
applicable regulations and legislation;
2) limits the validity of this authorization to twenty-four months from
the date of this meeting;
3) vests the Board of Directors with full powers, with the right to
sub-delegate, to undertake the transactions required for these
cancellations and the correlative reductions of capital, to amend
the Company’s bylaws accordingly and to satisfy all necessary
formalities.
Fifteenth resolution - Authorization for the Board of Directors to award existing and/or new bonus shares to salaried members of staff and/or certain corporate officers of the Company or of related companies.
The Shareholders’ Meeting, ruling under the conditions of majority
and quorum required for Extraordinary General Meetings, having
reviewed the report of the Board of Directors and the Statutory
Auditors’ special report, authorizes the Board of Directors to allocate,
in one or more steps, in accordance with Articles L. 225- 129-4,
L. 225-197-1 and L. 225-197-2 of the French Commercial Code,
ordinary existing or new company shares, to:
3 salaried members of staff and/or corporate offi cers of the
Company or of related companies or groups (as defi ned by
Articles L. 225-197-1 and L. 225-197-2 of the French Commercial
Code) or certain categories thereof.
The total number of bonus shares awarded may not exceed 5% of
the share capital on the date of the Board’s decision to award the
shares.
The total number of bonus shares awarded to the Company’s
corporate offi cers may not exceed 1% of the share capital within this
overall limit. In addition, in the event of bonus shares being awarded
to corporate offi cers, the fi nal award of such shares shall be subject
to performance conditions.
The award of the shares to the benefi ciaries would become fi nal at
the end of a vesting period set by the Board of Directors, namely (i)
at the end of a one-year vesting period, the benefi ciaries then having
to retain said shares for a minimum period of one year from the fi nal
award of said shares, such period being decided by the Board of
Directors, or (ii) at the end of a vesting period of two or more years,
the benefi ciaries not then being subject to a lock-up period if the
Board of Directors should see fi t to waive this requirement.
However, the shares would become fully vested before the end
of the vesting period in the event of the benefi ciary’s invalidity,
corresponding to the classifi cation in the second or third categories
defi ned by Article L. 341-4 of the French Social Security Code.
The existing shares that may be awarded pursuant to this resolution
shall be acquired by the Company either in accordance with
Article L. 225-208 of the French Commercial Code or, where relevant,
as part of a share buyback program authorized pursuant to the
thirteenth ordinary resolution adopted by this Shareholders’ Meeting
under Article L. 225-209 of the French Commercial Code, or as part
of any share buyback program applicable prior or subsequent to the
adoption of this resolution.
The Shareholders’ Meeting acknowledges and decides, if new bonus
shares are to be allocated, that this authorization represents, in favor
of the benefi ciaries of new ordinary share allocations, a waiver by the
shareholders of their preferential right to subscribe for new ordinary
shares issued as and when the shares are fi nally awarded, and will
result, after the vesting period, in a potential capital increase through
the incorporation of reserves, profi ts or premiums for the benefi t of
the benefi ciaries of said bonus shares and corresponding waiver by
the shareholders in favor of the benefi ciaries of the bonus shares of
the portion of reserves, profi ts and premiums incorporated.
All powers are conferred upon the Board of Directors, which may
delegate those powers, for the purposes of:
3 determining the conditions and, where appropriate, the criteria for
awarding shares;
3 determining the identity of the benefi ciaries and the number of
shares awarded to each of them;
3 determining the impacts on benefi ciaries’ rights of transactions
which change the capital or which are likely to affect the value of
the shares awarded during the vesting and lock-up periods and,
therefore, change or adjust, if necessary, the number of shares
awarded to preserve the benefi ciaries’ rights;
3 determining, within the limits set by this resolution, the duration
of the vesting period and any lock-up period applicable to bonus
shares;
3 where appropriate:
3 noting the existence of suffi cient reserves and, for each award,
transferring the sums required to release the new shares to be
awarded to a tied-up reserve account,
3 deciding, at the appropriate time, on one or more capital
increases via incorporation of reserves, premiums or profi ts as
a result of the new bonus shares being issued,
239BOURBON 2018 REGISTRATION DOCUMENT
OTHER LEGAL AND FINANCIAL INFORMATION6 Draft resolutions for the Combined General Meeting of June 28, 2019
3 purchasing the necessary shares under the share buyback
program and transferring them to the allocation plan,
3 taking all useful steps to ensure that benefi ciaries comply with
the lock-up requirements,
3 and, generally, carrying out all steps required to implement this
authorization, in accordance with the legislation in force.
This authorization is granted for a period of thirty-eight months from
the date of this Meeting.
Any previous authorization with the same purpose is rendered
ineffective.
Sixteenth resolution - Delegation of authority to the Board of Directors to increase the share capital by issuing ordinary shares and/or marketable securities convertible to equity, with removal of preferential subscription rights, for the benefit of members of a company savings plan pursuant to Articles L. 3332-18 et seq. of the French Labor Code
The Shareholders’ Meeting, ruling under the conditions of majority
and quorum required for Extraordinary General Meetings, having
reviewed the reports of the Board of Directors and the Statutory
Auditors’ special report, ruling pursuant to Articles L. 225-129-4,
L. 225-129-6, L. 225-138-1 and L. 228-92 of the French Commercial
Code and L. 3332-18 et seq. of the French Labor Code:
1) delegates its authority to the Board of Directors for the purpose,
if it sees fi t, at its sole initiative, of increasing the share capital
in one or more steps by issuing ordinary shares or marketable
securities convertible to new equity securities of the Company
for members of one or more company or group savings plans set
up by the Company and/ or French or foreign companies related
to it under the conditions stipulated by Article L. 225-180 of the
French Commercial Code and Article L. 3344-1 of the French
Labor Code;
2) removes the preferential right of these people to subscribe for any
shares issued under this delegation;
3) limits the validity of this delegation to twenty-six months from the
date of this Meeting;
4) limits the maximum par value of any capital increases that can
take place by using this delegation to €5,000,000; this amount
is independent of any other limit provided for capital increase
delegations. Added to this amount, if necessary, would be the
additional value of new ordinary shares issued to preserve (as
required by law and any contractual provisions stipulating other
cases of adjustment) the rights of holders of marketable securities
convertible to the Company’s equity securities;
5) decides that the price of the shares to be issued pursuant to 1/ of
this delegation may not be any more than 20% lower, or 30%
lower when the unavailability duration provided for by the plan
pursuant to Articles L. 3332-25 and L. 3332-26 of the French
Labor Code lasts 10 years or longer, than the average opening
prices of the share on the 20 trading days prior to the decision of
the Board of Directors to carry out the capital increase and the
corresponding share issue, or higher than this average;
6) decides, pursuant to the provisions of Article L. 3332-21 of the
French Labor Code, that the Board of Directors may provide for
the award to the benefi ciaries referred to in the fi rst paragraph
above, of existing or new bonus shares or other existing or new
securities convertible to Company equity, via (i) any employer
contribution paid out pursuant to the regulations of company or
group savings plans, and/or (ii), if applicable, a discount;
7) acknowledges that this delegation renders ineffective any
previous delegation with the same purpose.
The Board of Directors may or may not implement this delegation,
take any measures and carry out all necessary formalities, and may
delegate these powers.
Seventeenth resolution – Delegation to be granted to the Board of Directors to realign the Company’s bylaws with applicable laws and regulations.
The Shareholders’ Meeting, ruling under the conditions of majority
and quorum required for Extraordinary General Meetings, having
reviewed the report of the Board of Directors, grants all powers to the
Board of Directors to bring the Company’s bylaws into compliance
with laws and regulations, subject to ratification of such modifications
by the next Extraordinary General Meeting.
Eighteenth resolution - Realignment of Article 11 VII “rights and obligations attached to shares – indivisibility” of the Company bylaws
The Shareholders’ Meeting, ruling under the conditions of majority
and quorum required for Extraordinary General Meetings, having
reviewed the report of the Board of Directors, decides to align
Article 11 of the Company bylaws “Rights and obligations attached
to shares – Indivisibility” with Article 787 B of the French General Tax
Code and to modify VII of said article accordingly as follows; the rest
of the article remains unchanged:
“In the event of split ownership of a share, the voting right is awarded
as follows:
3 when the bare owner benefi ts, on transfer of bare ownership with
usufruct for the donor, from the provisions relating to the partial
exemption, provided for by Article 787B of the French General Tax
Code, the voting right belongs to the usufructuary for decisions
concerning the appropriation of profi ts and to the bare owner for all
other decisions.
This division applies indefi nitely.
To ensure its implementation, this division of voting rights between
the usufructuary and the bare owner will be stated on the account
which holds the rights.
3 in other cases, unless an agreement otherwise has been notifi ed to
the Company, the voting right belongs to the usufructuary at ordinary
Shareholders’ Meetings and to the bare owner at extraordinary
Shareholders’ Meetings.”
Nineteenth resolution − Powers for completion of formalities
The Shareholders’ Meeting, ruling under the conditions of majority
and quorum required for Extraordinary General Meetings, grants full
powers to the bearer of a copy of, or extract from these minutes
to complete all the formalities of filing and legal publication required
by law.
240 BOURBON 2018 REGISTRATION DOCUMENT
OTHER LEGAL AND FINANCIAL INFORMATION
6
Statutory auditors’ report on the share capital reduction
STATUTORY AUDITORS’ REPORT ON THE SHARE CAPITAL REDUCTION
This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English
speaking readers.
This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable
in France.
Combined Shareholders’ Meeting of June 28, 2019 (14th resolution)
To the Shareholders,
In our capacity as statutory auditors of your Company and in accordance with Article L.225-209 of the French Commercial Code (Code de
commerce) in the event of a share capital reduction by cancellation of shares purchased, we hereby report to you on our assessment of the
reasons for and terms and conditions of the proposed share capital reduction.
The Board of Directors recommends that you delegate to it for a period of 24 months, as from the date of the Combined Shareholders’ Meeting
of June 28, 2019, all powers to cancel, up to a maximum of 10% of its share capital by 24-month periods, the shares purchased by the
Company pursuant to the authorization to purchase its own shares of its share capital, under the provisions of the above-mentioned Article.
We have performed the procedures that we considered necessary in accordance with the professional guidelines of the French National Institute
of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) relating to this engagement. These procedures consisted in
examining the fairness of the reasons for and terms and conditions of the proposed share capital reduction. In particular, our procedures
involved verifying that the share capital reduction does not undermine shareholder equality.
We have no comments on the reasons for or terms and conditions of the proposed share capital reduction.
Lyon and Marseille, April 26, 2019
The Statutory Auditors
French original signed by
EuraAudit C.R.C.
Cabinet Rousseau Consultants
Deloitte & Associés
Jean-Marc Rousseau Christophe Perrau
241BOURBON 2018 REGISTRATION DOCUMENT
OTHER LEGAL AND FINANCIAL INFORMATION6 Statutory auditors’ report on the authorization to grant free shares (existing or to be issued)
STATUTORY AUDITORS’ REPORT ON THE AUTHORIZATION TO GRANT FREE SHARES (EXISTING OR TO BE ISSUED)
This is a free translation into English of the statutory auditors’ report issued in French and is provided solely for the convenience of English
speaking users. This report should be read in conjunction with, and construed in accordance with, French law and professional standards
applicable in France.
Combined Shareholders’ Meeting of June 28, 2019 (15th resolution)
To the Shareholders,
As statutory auditors of your Company and in accordance with the procedures provided for in Article L. 225-197-1 of the French Commercial
Code (code de commerce), we hereby report to you on the proposed authorization to grant free shares, existing or to be issued, to employees
of your Company and/or companies that are directly or indirectly related to your Company pursuant to Article L. 225-197-2 of the French
Commercial Code, a transaction on which you are being asked to vote.
The total number of shares that may be granted pursuant to this authorization may not exceed 5% of the share capital of the Company at the
date of the grant decision by the Board of Directors.
Based on its report, your Board of Directors proposes that you confer on it, for a period of 38 months as from the date of this Combined
Shareholders’ Meeting of June 28, 2019, the authority to grant free shares, existing or to be issued.
It is the responsibility of the Board of Directors to prepare a report on the transaction it wishes to perform. Our role is to express our comments,
if any, on the information presented to you on the planned transaction.
We conducted the procedures we deemed necessary in accordance with the professional guidelines of the French National Institute of
Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) relating to this engagement. These procedures mainly consisted in
verifying that the proposed terms and conditions presented in the Board of Directors’ report comply with applicable legal provisions.
We have no comments on the information presented in the Board of Directors’ report on the proposed authorization to grant free shares.
Lyon and Marseille, April 26, 2019
The Statutory Auditors
EuraAudit C.R.C.
Cabinet Rousseau Consultants
Deloitte & Associés
Jean-Marc Rousseau Christophe Perrau
242 BOURBON 2018 REGISTRATION DOCUMENT
OTHER LEGAL AND FINANCIAL INFORMATION
6
Statutory auditors’ report on the share capital increase reserved for members of a company savings plan
STATUTORY AUDITORS’ REPORT ON THE SHARE CAPITAL INCREASE RESERVED FOR MEMBERS OF A COMPANY SAVINGS PLAN
This is a free translation into English of the statutory auditors’ report issued in French and is provided solely for the convenience of English
speaking users. This report should be read in conjunction with, and construed in accordance with, French law and professional standards
applicable in France.
Combined Shareholders’ Meeting of June 28, 2019 (16th resolution)
To the Shareholders,
As statutory auditors of your Company and in accordance with the procedures provided for in Articles L. 225-135 et seq. of the French
Commercial Code (code de commerce), we hereby report to you on the proposal to authorize the Board of Directors to decide a share capital
increase, on one or more occasions, by issuing ordinary shares and/or marketable securities granting access to share capital to be issued,
with cancellation of preferential subscription rights, reserved for members of one or more company or group savings plans set up by your
Company and/or affi liated French or foreign companies within the meaning of Article L. 225-180 of the French Commercial Code (code de
commerce) and L. 3344-1 of the French Labor Code (code du travail), up to a maximum amount of €5,000,000, a transaction on which you
are being asked to vote.
This share capital increase is being submitted to you for approval pursuant to Articles L. 225-129-6 of the French Commercial Code and
L. 3332-18 et seq. of the French Labor Code.
Based on its report, your Board of Directors recommends that you confer on it, for a period of 26 months, the authority to decide a share
capital increase, and waive your preferential subscription rights to the ordinary shares to be issued. If applicable, the Board of Directors will set
the fi nal terms and conditions of this transaction.
It is the responsibility of your Board of Directors to prepare a report in accordance with Articles R. 225-113 and R. 225-114, of the French
Commercial Code. Our role is to express an opinion on the fairness of the quantifi ed data extracted from the fi nancial statements, on the
proposed cancellation of preferential subscription rights and on certain other information pertaining to the issuance as presented in this report.
We conducted the procedures we deemed necessary in accordance with the professional guidelines of the French National Institute of
Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) relating to this engagement. These procedures consisted in
verifying the content of the Board of Directors’ report in respect of this transaction and the procedures for determining the share issue price.
Subject to our subsequent review of the terms and conditions of the share capital increase that will be decided, we have no comments to make
on the procedures for determining the issue price of the ordinary shares to be issued presented in the Board of Directors’ report.
As the fi nal terms and conditions of the issue have not been determined, we do not express an opinion thereon and, as such, on the proposed
cancellation of preferential subscription rights.
In accordance with Article R. 225-116 of the French Commercial Code, we will issue an additional report, where necessary, when this
delegation of authority is used by your Board of Directors.
Lyon and Marseille, April 26, 2019
The Statutory Auditors
EuraAudit C.R.C.
Cabinet Rousseau Consultants
Deloitte & Associés
Jean-Marc Rousseau Christophe Perrau
243BOURBON 2018 REGISTRATION DOCUMENT
OTHER LEGAL AND FINANCIAL INFORMATION6 Persons responsible for the Registration Document and the audit of the fi nancial statements
PERSONS RESPONSIBLE FOR THE REGISTRATION DOCUMENT AND THE AUDIT OF THE FINANCIAL STATEMENTS
1. PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT
1.1 PERSON ASSUMING RESPONSIBILITY FOR THE REGISTRATION DOCUMENT
Mr. Gaël Bodénès, Chief Executive Officer.
1.2 ATTESTATION BY THE PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT
I hereby attest, after taking any and all reasonable measures for such purpose, that the information contained in this Registration Document
is, to my knowledge, true and accurate and does not contain any omissions liable to alter the scope thereof.
I hereby attest that, to the best of my knowledge, the accounts have been prepared in accordance with the applicable accounting standards
and give a true and fair view of the assets, financial position and results of the Company and of all the companies included in the scope of
consolidation and that the management report included in this Registration Document faithfully reflects the changes in the business, results
and financial position of the Company and of all the companies included in the scope of consolidation, while presenting the main risks and
uncertainties faced by them.
I have received from the Statutory Auditors, Deloitte & Associés and EurAAudit CRC, a letter in which they indicate that they have audited the
information on the financial position and the financial statements given in this Registration Document and have read the entire Registration
Document.
Paris, April 26, 2019
The Chief Executive Officer
2. STATUTORY AUDITORS
Statutory Auditors
DATE FIRST APPOINTED END OF TENURE
Deloitte & AssociésRepresented by Mr. Christophe Perrau
6, Place de la Pyramide 92908 Paris La
défense Cedex
Appointed by the Combined
Shareholders’ Meeting of June 7, 2005
After the Ordinary General Meeting of
2020 to approve the fi nancial statements
for the year ending December 31, 2019
EurAAudit CRCRepresented by Mr. Jean-Marc Rousseau
Immeuble “Le CAT SUD” – Bâtiment B
68, cours Albert Thomas
69008 Lyon
Appointed by the Combined
Shareholders’ Meeting of May 30, 2002
After the Ordinary General Meeting of
2023 to approve the fi nancial statements
for the year ending December 31, 2022
Alternate
DATE FIRST APPOINTED END OF TENURE
BEAS
6, Place de la Pyramide 92908 Paris La
défense Cedex
Appointed by the Combined
Shareholders’ Meeting of June 7, 2005
After the Ordinary General Meeting of
2020 to approve the fi nancial statements
for the year ending December 31, 2019
244 BOURBON 2018 REGISTRATION DOCUMENT
OTHER LEGAL AND FINANCIAL INFORMATION
6
Cross reference tables
CROSS REFERENCE TABLES
This Registration Document contains all of the components of the annual financial report as stated in Articles L. 451-1-2 of the French
Monetary and Financial Code and of 222-3 of the AMF General Regulation. You will find below the references to the extracts of the Registration
Document corresponding to the various parts of the annual financial report.
ANNUAL FINANCIAL REPORTREGISTRATION
DOCUMENT
1. Statement made by the persons responsible for the annual financial report 244 § 1 and § 2
2. Management report 24 to 110
3. Parent company fi nancial statementS 193 to 211
4. Statutory Auditors’ report on the parent company financial statements 212 to 216
5. Consolidated financial statements 111 to 188
6. Statutory Auditors’ report on the consolidated financial statements 189 to 192
7. Fees paid to the Statutory Auditors and members of their networks 181 § 5.7
8. Report of the Board of Directors on corporate governance 34 to 72
9. Statutory Auditors’ report on the report by the Board of Directors on corporate governance 212 to 214
In order to facilitate the consultation of this Registration Document, the following index lists the main headings required by the provisions of
Appendix 1 of European Commission regulation No. 809/2004 of April 29, 2004.
HEADINGS REGISTRATION DOCUMENT
1. Persons responsible
1.1. Person responsible for the Registration Document 244 § 1
1.2 Attestation by the person responsible for the Registration Document 244 § 1
2. Statutory Auditors 244 § 2
3. Selected financial information 8 -10; 27 -32
4. Risk factors 76 -89
5. Information about the issuer
5.1 History and development of the Company
5.1.1 Corporate name and trade name 218
5.1.2 Place of registration and registration number 218
5.1.3 Date of incorporation and term 218
5.1.4 Registered office, legal structure, applicable legislation 218
5.1.5 Significant events in the conduct of business activities 14; 26 -27
5.2 Investments
5.2.1 Main investments made over the last three years 32 § 2.3; 115; 142 -146
5.2.2 Main investments–ongoing 233 §3; 234
5.2.3 Main investments–planned 20 § 5; 32 § 2.3
6. Business overview
6.1 Main activities 15 -19
6.2 Main markets 21 -23
6.3 Exceptional events 27 § 1.2; 176 § 5.4; 209 § 20
6.4 Extent to which the issuer is dependent on patents or licenses, industrial, commercial or
financial contracts or new manufacturing processes 79 § 5.2; 80 -81; 232
6.5 Competitive position 21 § 6; 22; 78 § 5.1.2
245BOURBON 2018 REGISTRATION DOCUMENT
OTHER LEGAL AND FINANCIAL INFORMATION6 Cross reference tables
HEADINGS REGISTRATION DOCUMENT
7. Organizational structure
7.1 Description of the g roup 19
7.2 List of major subsidiaries 182 -187; 224 § 1.19
8. Property, plant and equipment
8.1 Significant property, plant and equipment 142 -146
8.2 Environmental issue liable to aff ect the use of property, plant and equipment 79 -81; 99 § 6.3.2 and 6.3.3
9. Examination of financial position and earnings
9.1 Financial position 112 -119; 194 -196
9.2 Operating income/loss
9.2.1 Important factors with a significant impact on operating income 27 -32
9.2.2 Explanation of changes in net revenue or net income 27 -32
9.2.3 External factors that have had (or may have) a significant impact on activities 76 -78
10. Capital resources
10.1 Information on the issuer’s capital
116 -117; 150 -151;
198 -200; 225 § 2 -231; 101
-103
10.2 Source and amount of the issuer’s cash flows 107
10.3 Borrowing terms and financial structure of the issuer
82 § 5.5 -89;
165 § 3.18 -170;
173 § 5.1 -174; 154 § 3.13
-156
10.4 Restrictions on the use of capital that may have a significant impact on operations 82 § 5.5 -89
10.5 Anticipated sources of funds needed to fulfill commitments related to investments 32 § 2.3
11. Research and development, patents and licenses 20; 232
12. Trend information
12.1 Main trends having an impact on production, sales and inventories, costs and sale prices
since the end of the last fiscal year 34 § 2.6
12.2 Known trends, uncertainties, requests, commitments or events likely to have a significant
impact on the current year’s outlook 21 -23; 34 § 2.6; 76 -89
13. Income forecasts or estimates 34 § 2.6
14. Administrative and management bodies
14.1 Information on the members of administrative and management bodies 11; 34 -72
14.2 Interests of executives 55 §3.4 -57
14.3 Internal control procedures 73 -75
15. Compensation and benefits
15.1 Amount of compensation paid and benefits in kind
60 § 3.7 -65; 177 § 5.6 -180;
205 § 14
15.2 Total provisions or amounts set aside by the issuer to pay pensions, retirement benefits
or other benefits 60 -65; 177 § 5.6 -180
16. Operation of administrative and management bodies
16.1 Date current term expires 34 -54
16.2 Service contracts binding members of administrative and management bodies 176 § 5.5; 215 -216
16.3 Information on the Audit Committee and the Compensation Committee 11; 58 § 3.6 -60
16.4 Declaration of compliance with corporate governance rules 34
17. Employees
17.1 Number of employees 176 § 5.3
17.2 Equity interests, stock options and bonus share award plans 64; 102 -103; 151 -152
17.3 Arrangements for involving the employees in the capital of the issuer
103 § 7.3.3; 70 § 3.11
71; 225 § 2.1
246 BOURBON 2018 REGISTRATION DOCUMENT
OTHER LEGAL AND FINANCIAL INFORMATION
6
Cross reference tables
HEADINGS REGISTRATION DOCUMENT
18. Major shareholders
18.1 Allocation of capital 101; 225 § 2.1 -230
18.2 Existence of diff erent voting rights 225 § 2.1; 222 -224;
18.3 Control of the issuer 227 -229
18.4 Arrangements that may result in a change of control
70 § 3.11 -71; 103 § 7.4
230 § 2.8
19. Related-party transactions 176 § 5.5; 215 -216
20. Financial information concerning the issuer’s assets, financial position and results
20.1 Historical financial information 111 -188; 193 -211
20.2 Pro forma financial information N/A
20.3 Financial statements 111 -188; 193 -211
20.4 Audit of annual historical financial information
20.4.1 Audit of historical financial information 189 -192; 212 – 214
20.4.2 Other information included in the Registration Document and audited by the
Statutory Auditors 215 -216; 108 -110
20.4.3 Auditors Financial information included in the Registration Document and not
taken from the issuer’s certified financial statements N/A
20.5 Date of latest financial information December 31, 2018
20.6 Interim financial information
20.6.1 Quarterly or half-year financial information prepared since the date of the last
audited fi nancial statements N/A
20.6.2 Interim financial information for the first six months of the year following the
end of the last audited fiscal year N/A
20.7 Dividend policy
101 § 7.2;
236 § 1; 222 § 1.11 -223
20.8 Legal and arbitration procedures 81 § 5.3; 170 § 3.19
20.9 Significant change in financial or trading position 26 § 1.1 -27; 134 -135
21. Additional information
21.1 Share capital
21.1.1 Subscribed and authorized capital 101 § 7.1; 103
21.1.2 Shares not representing capital N/A
21.1.3 Shares held by the issuer or its subsidiaries 101 § 7.1 -103; 204 § 9
21.1.4 Marketable securities giving future access to the issuer’s capital stock
103 § 7.4; 70 § 3.11 -71; 64 §
3.7.10; 152 § 3.11;
225 § 2 -231
21.1.5 Terms of any acquisition rights and/or obligations attached to capital
subscribed but not paid-up, or any capital increase N/A
21.1.6 Capital of any part of the g roup subject to an option N/A
21.1.7 History of the issuer’s capital stock over the last three years 226
21.2 Memorandum and bylaws
21.2.1 Corporate purpose of the issuer 218
21.2.2 Statutory provisions and charters concerning members of administrative and
management bodies 34 -54; 218 -224
21.2.3 Rights, preferences and restrictions attached to each class of existing shares
70 § 3.11 -71; 103 § 7.4;
225 § 2 -231; 235
21.2.4 Actions required to change shareholders’ rights 70 § 3.11 -71; 103 § 7.4
247BOURBON 2018 REGISTRATION DOCUMENT
OTHER LEGAL AND FINANCIAL INFORMATION6 Cross reference tables
HEADINGS REGISTRATION DOCUMENT
21.2.5 Notices to attend the Shareholders’ Meetings and conditions for admission 235
21.2.6 Provisions of the issuer’s bylaws, charter or regulations that may delay, defer or
prevent a change in control of the issuer N/A
21.2.7 Disclosures of statutory thresholds crossed 221 § 1.9; 228 -230
21.2.8 Conditions more stringent than the law for modifying the capital stock N/A
22. Significant contracts (other than contracts entered into in the normal course of business) N/A
23. Information from third parties, statements by experts and declarations of interest N/A
24. Publicly-available documents N/A
25. Information on equity interests 182 -187; 210 -211
N/A: not applicable.
Person responsible for the Registration Document
Pursuant to Article 28 of European Commission regulation No. 809/2004, the following information is included by reference:
3 the consolidated and parent company financial statements,
together with the corresponding Statutory Auditors’ reports, are
found on pages 105 to 208 of the 2017 Registration Document
filed with the French Financial Markets Authority (Autorité des
marchés financiers – AMF) on April 25, 2018, under number
D. 18-0384;
3 the consolidated and parent company financial statements,
together with the corresponding Statutory Auditors’ reports, are
found on pages 91 to 188 of the 2016 Registration Document
filed with the French Financial Markets Authority (Autorité des
marchés financiers – AMF) on April 25, 2017, under number
D. 17-0424;
3 parts not included in these documents are either irrelevant for
the investor or included elsewhere in this Registration Document.
248 BOURBON 2018 REGISTRATION DOCUMENT
This document is printed in compliance with ISO14001:2004 for an environmental management system.
Photos: © BOURBON
BOURBON CorporationA French Société anonyme with capital of 49,189,434 euros
Company registration: RCS MARSEILLE 310 879 499
Head offi ce:
148, rue Sainte - 13007 MARSEILLE - France
Tel.: +33 (0)4 91 13 08 00
Fax: +33 (0)4 91 13 14 13
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