2005 Annual Report - SBM Offshore

Report of the Board of Management
Corporate Governance
Corporate governance structure
The Company is a Naamloze Vennootschap (public limited
company) incorporated under Dutch law with its statutory
seat in Schiedam.
The authorised share capital is divided into ordinary shares
and preference shares. Only ordinary shares have so far been
issued. The ordinary shares are listed at the stock exchange
of Euronext Amsterdam as part of the AEX index. The
preference shares will only be issued under certain
circumstances as an anti-takeover protection measure, as
explained later in this section.
The Company has a Supervisory Board, consisting of six
persons. The Supervisory Board has established an Audit
Committee, a Remuneration Committee and a Selection and
Appointment Committee.
The Company also has a Board of Management with one
statutory member and three other members. No members of
the Board of Management are members of the Supervisory
Board of any other listed company and the Company has not
View from the ‘bridge’ of the FPSO Capixaba
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granted personal loans or guarantees or other financial
support to any of its Board of Management members and will
refrain from doing so in the future. None of the members of
the Board of Management had a conflict of interest with the
Company during the year.
Dutch corporate governance code
In 2005 the Company continued to develop procedures and
activities in order to comply with the best practice provisions
of the Tabaksblat Dutch corporate governance code (‘the
Code’) and the following has been implemented:
• Options allocated to Board of Management members from
2005 onwards are subject to an Earnings Per Share growth
target over a three year period, as part of the long-term
incentive component of the remuneration policy approved
at the 2005 Annual General Meeting of Shareholders;
• Presentations to analysts and investors are systematically
announced on the Company’s website and within press
releases, and the presentation slides are available on the
Company’s website. For the first time the Company
webcast live its mid-year analysts presentation in
Amsterdam in August 2005 and has decided that
webcasting becomes standard practice for both full-year
and mid-year results presentations.