2011 Annual Report - SBM Offshore

3.5 Corporate Governance
3.5.1 Corporate Governance Structure
SBM Offshore N.V. is a limited liability company (“Naamloze Vennootschap”) incorporated under the laws of The
Netherlands with its statutory seat in Rotterdam and listed on the Amsterdam NYSE Euronext exchange. The
Company has a two tier board, a Supervisory Board and a Management Board. Each Board has its specific role
and task regulated by the Corporate Governance Code, laws, the articles of association and the Supervisory and
Management Board rules.
When applicable, the Company will submit major changes in the corporate governance structure of the Company
and in the compliance of the Company with the Corporate Governance Code (CGC) to the General Meeting of
Shareholders under a separate agenda item.
3.5.2 Dutch Corporate Governance Code
In this section of the Annual Report, the Company reports on compliance with the Code.
SBM Offshore complies with all applicable principles and best practices provisions.
3.5.3 Management Board
The Management Board consists of two statutory directors, the Chief Executive Officer (CEO), Mr. A.J. Mace and
the Chief Financial Officer (CFO), Mr. M.A.S. Miles. Mr. A.J. Mace has stepped down as CEO of the Company on
31 December 2011. Mr. B.Y.R. Chabas has been appointed to the Management Board at an Extraordinary
General Meeting of Shareholders held on 14 December 2011 and has succeeded Mr. A.J. Mace as CEO effective
1 January 2012. The statutory directors and non-statutory directors form together the Board of Management. In
the year under review the non-statutory directors were the Chief Operating Officer (COO), Mr. B.Y.R. Chabas, the
Chief Technology Officer (CTO), Mr. M.W.J. Wyllie and the Chief Commercial Officer (CCO), Mr. J-P.R.L. Laurès.
Effective 1 January 2012, Mr. J-P.R.L. Laurès has been appointed as COO of the Company.
Duties of the Management Board
The Company is managed by the Management Board, under the supervision of the Supervisory Board. Each year
the Management Board presents to the Supervisory Board, the operational and financial objectives of the
Company, the strategy designed to achieve the objectives and the parameters applicable in relation to the
strategy. The Operating Plan 2012 which includes the budget has been discussed and approved in the
Supervisory Board Meeting of 20 December 2011 and a special session was dedicated to the Company’s
strategic plan 2012-2016 on the same day.
This is a customized selection from the SBM Offshore N.V. Annual Report 2011
35