1 DRAFT MINUTES of the Annual General Meeting ... - SBM Offshore

After the notarial deed of the amendment to the articles of association is executed the Company will be fully
compliant with the Best Practices of the Code.
6.2 Amendment of the Remuneration Policy of the Management Board (resolution)
The Chairman gave the floor to Mr Gugen, the chairman of the Appointment and Remuneration Committee
for remuneration issues.
Mr Gugen Good afternoon, ladies and gentlemen, as Heinz has reported I recently joined the Board and
was accorded the honour of chairing the remuneration part of the Appointment and Remuneration
Committee and I would like to tell you a little bit about how we have come to the RP 2011, which is being
put before this meeting. And I think that the backdrop to this to understand is, that when the last
remuneration report was drawn up in 2008, the Company was actually quite different than the one it is
today. The Company has become a lot more international and operates not exclusively, but to a very
significant degree outside the Netherlands. In fact, less than 11% of the employees are actually based in
the Netherlands. More than 50% are based outside Europe. So the Company has become extremely
international. And it’s become really clear, that to recruit, to retain the best people which the Company
needs to continue producing the sorts of results which you very kindly complimented us on, it is necessary
to look to the wider world and not just the Netherlands alone. And so, in devising RP2011 we have sought
to bring the remuneration practises into line with those that apply to a global peer group, which is actually
the place that we do our recruiting from. That’s where our competitors are most. A great number of our
competitors, and thereby the skills base that we seek, are in effect outside Europe now. Hopefully what you
will find that this does, and certainly the remuneration committee believes it does, is it aligns management
with the shareholders for their best interests.
So how do we go about designing RP2011? The first thing we started with, which would seem very obvious,
is the strategic goals. I mean what is the Company trying to achieve and thereby how can the remuneration
policy support the Company achieving those goals? We set a set of principles, which were then used to
drive everything that was done in terms of the remuneration policy. The sorts of principles that we set is first
of all the significant one I have already talked about which is being competitive with the peer group. But the
second one is: it is very important for the Company to be successful, to be able to move talent around the
organisation and to have a cadre of people that all have the same ideology if you like or thought processes
and the same motivations. So consistency for senior managers and consistency across regions has
become vitally important to make sure we don’t get pockets of knowledge just trapped in different parts of
the world. We also want to make sure that remuneration is very much more geared to the delivery of
performance and I come to talk about that in a little bit more detail.
We also wanted to make sure that the managers were much more closely aligned with the shareholders by
making more of their remuneration based on shares rather than based on cash. We also wanted to change
pension arrangements which are extremely unpredictable as things stand, because of the forward
assumptions that need to be made. That was another guiding principle. And believe it or not, the RP2011
may not persuade you of this point, we did try and make it as simple as we could rather than as complicated
as it could be. So those are the principles that we set down right at the beginning of the process and which
have really guided everything that’s actually happened from that point on. We also bolstered that thinking
process with getting real market information, trends and the best practises, not just financial numbers. And
the Board of Management had a set of advices, but the Supervisory Board itself also took on independent
advice to make sure that it was not being just persuaded of the latest argument but had its own independent
view on some of the things that were being proposed. Finally the last thing that we did is, we took the
trouble to actually sit down with a number of shareholder representative bodies and asked them how they
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