2011 Annual Report - SBM Offshore

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Appointment of a Managing Director Managing Directors shall be appointed by the General Meeting of Shareholders (GM). A Managing Director is appointed for a maximum period of four years, and unless a Managing Director resigns earlier, his/her appointment period shall end on the day of the first Annual General Meeting (AGM) that will be held four years after the appointment. A Managing Director may be reappointed for further consecutive terms of up to four years each. In case of an appointment of one or more Managing Directors, the Supervisory Board may make a binding or a non-binding proposal to the GM. As far as it concerns a binding nomination, the Management Board shall invite the Supervisory Board to make a proposal for at least one alternative candidate within sixty days so that for each appointment a choice can be made between at least two candidates. The GM may at all times overrule the binding nature of a proposal by a resolution adopted by an absolute majority of the votes cast, provided such majority represents at least one-third of the issued share capital. If one-third of the capital is not represented at the meeting, but an absolute majority of the votes cast is in favour of a resolution to cancel the binding nature of a nomination, a new meeting may be convened at which the resolution may be passed by an absolute majority of the votes cast, regardless of the proportion of the capital represented at the meeting. If a binding nomination has not been made, the GM may appoint a Managing Director at its discretion. The CFO has been appointed in 2008 and his current term of office will expire for the first time at the AGM of 2012. As announced in the press-release Dated 24 January 2012, the Supervisory Board and the CFO jointly concluded that he would not stand for re-election for a second four-year term and a search for a new CFO is ongoing. The CEO has been appointed at the GM dated 14 December 2011 for a first four year term of office expiring on 31 December 2015. Suspension or dismissal of a Managing Director The GM may at any time suspend and dismiss Managing Directors. At the AGM of 2011 an amendment to the Articles of Association was proposed to the effect that a resolution to suspend or dismiss a managing director may be passed only by the General Meeting with an absolute majority of the votes cast, such majority representing more than one- third (1/3) of the issued share capital. If this majority does not represent at least one-third (1/3) of the issued share capital, a new meeting can be convened in which meeting the resolution can be adopted by an absolute majority of the votes cast. With this amendment, the Company has become compliant with BP IV.1.1. If either the GM or the Supervisory Board has suspended a Managing Director, then the GM must resolve within three months after the effective date of the suspension, either to remove the Managing Director, or to set aside or maintain the suspension, failing which the suspension shall cease. A resolution to maintain the suspension may be adopted only once and the suspension may be maintained for a period not exceeding three months as from the day on which the GM has passed the resolution to maintain the suspension. If the GM has not resolved within the period set for maintaining the suspension, either to remove the Managing Director or to set aside the suspension, the suspension shall cease. This is a customized selection from the SBM Offshore N.V. Annual Report 2011 36
Risk Management & In Control Statement The “In Control” statement of the Management Board, other information on Risk Management, internal assurance and reporting systems and procedures are given in the Risk Management section. Sensitivity of the results to external factors and variables This subject is dealt with in the Risk Management section later in this report. Regulations concerning ownership of and transactions in shares In accordance with the Code, the Supervisory Board and Management Board rules contain a provision with regard to the ownership of and transactions in shares in Dutch listed companies other than SBM Offshore N.V. This provision prohibits trading in shares other than those of the Company on the basis of share price sensitive information obtained in the course of managing or supervising the Company’s businesses. Shares held by members of the Management Board For information about the shares (or other financial instruments) held in SBM Offshore N.V. by members of the Management Board, refer to notes 3 and 19 to the consolidated financial statements. Conflicts of interest The members of the Management Board have an employment contract (or, in the case of Mr. B.Y.R. Chabas, a services contract) with SBM Offshore N.V. In these contracts it is stipulated that members of the Management Board may not compete with SBM Offshore N.V. In addition, the Code of Conduct of SBM Offshore regulates conflict of interest matters and is applicable to members of the Management Board and other employees. The members of the Management Board did not report any conflict of interest during the year 2011. Mandates with third parties No member of the Management Board is a member of the Supervisory Board of any other listed company. Acceptance by the members of the Management Board of no more than two mandates as a Supervisory Board member of a listed company requires the prior approval of the Supervisory Board to prevent conflicts of interest and reputational risks. Other appointments of material importance need to be notified to the Supervisory Board. Members of the Management Board are also appointed to the statutory board of SBM Offshore operational entities. The Company’s Code of Conduct does not permit employees and directors to accept gifts of value for themselves or their relatives, to provide advantages to third parties to the detriment of the Company or to take advantage of business opportunities to which SBM Offshore is entitled. This is a customized selection from the SBM Offshore N.V. Annual Report 2011 37
Page 2 and 3: Table of contents 1 Overview 1 1.1
Page 4 and 5: esource, through selected R&D, to m
Page 6 and 7: Business Model The Company generate
Page 8 and 9: 1.3 Snapshot 2011 (US$ mln.) 2011 2
Page 10 and 11: 1.4 Stakeholders Information 1.4.1
Page 12 and 13: 1.4.5 Investor Relations The Compan
Page 14 and 15: 1.5 Corporate Strategy 1.5.1 Introd
Page 16 and 17: 1.5.2 Vision, promises and values V
Page 18 and 19: The Company only enters partnership
Page 20 and 21: Supply Chain In line with its Code
Page 22 and 23: 1.6 Corporate Management Systems &
Page 24 and 25: Status updates for the implementati
Page 26 and 27: This is a customized selection from
Page 28 and 29: organisation has been implemented w
Page 30 and 31: 3.1.6 Local Content Brazil In Brazi
Page 32 and 33: New contracts During 2011 the Compa
Page 34 and 35: 3.4 Product and Technology Developm
Page 36 and 37: time, and cost. 3.4.3 Offshore LNG
Page 40 and 41: Loans or guarantees No loans or gua
Page 42 and 43: In case a binding proposal is made,
Page 44 and 45: 3.5.5 Shareholders Share capital At
Page 46 and 47: Dividend The Management Board is au
Page 48 and 49: former notary and presently a lawye
Page 52 and 53: Onshore Operations In addition to t
Page 54 and 55: voluntary basis in Brazil for Occup
Page 56 and 57: Permit-to-Work (Carros) Safety is a
Page 58 and 59: Although unhappy with the increases
Page 60 and 61: 2012. The primary emissions from th
Page 62 and 63: 3.8 Human Resources 3.8.1 Introduct
Page 64 and 65: The total headcount is based on all
Page 68 and 69: The Employee Share Ownership Plan,
Page 70 and 71: White Collar Staff Training is base
Page 72 and 73: 3.9 Sustainable Initiatives 3.9.1 C
Page 74 and 75: 3.9.2 Supply Chain in Focus SBM Off
Page 76 and 77: 3.9.3 Local content In a number of
Page 78 and 79: Equatorial Guinea A very motivated
Page 80 and 81: the building process, an SBM team a
Page 84 and 85: 5.1.2 Environmental Reporting Envir
Page 86 and 87: Total Production of Hydrocarbons Of
Page 88 and 89:
HSS Accident Statistics for Dynamic
Page 90 and 91:
Regional CO2 Emissions Values expre
Page 92 and 93:
Permanent Part Time Employees Headc
Page 94 and 95:
Women Men Equality % of Women in ma
Page 96 and 97:
GRI Index Level C Vision and Strate
Page 98 and 99:
LTIFR = (LTI x 200,000)/ EH Where:
Page 100 and 101:
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2011 Annual Report - SBM Offshore

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