2011 Annual Report - SBM Offshore

Audit Committee
Mr. F.J.G.M. Cremers is the chairman of the Audit Committee and Mr. F.G.H. Deckers and Mr. H.C. Rothermund
are members.
Appointment and Remuneration Committee
The Supervisory Board announced at the AGM of 14 April 2010 that it had resolved to merge the Selection and
Appointment and the Remuneration Committees into one single Appointment and Remuneration Committee. This
committee is chaired by Mr. F.R. Gugen and Mr. H.C. Rothermund is a member when the committee deals with
remuneration matters. When dealing with selection and appointment matters Mr. H.C. Rothermund is chairman
and Mr. F.R. Gugen is a member.
Technical and Commercial Committee
The Supervisory Board resolved to create a new Technical and Commercial Committee to enable the Supervisory
Board to have a better understanding of the Company’s exposure to technical risks and to facilitate its supervisory
duties of technical and commercial matters. Mr. T.M.E. Ehret is chairman of the Technical and Commercial
Committee and Mr. R. van Gelder and Mrs. K.A. Rethy are members.
More information about the Supervisory Board and its committees and personal details of the members of the
Supervisory Board can be found in the Report of the Supervisory Board.
Duties of the Supervisory Board
The Supervisory Board challenges in a constructive way and with due regard to the interests of all stakeholders
the actions and plans of the Management Board concerning the management of the Company’s businesses. The
Supervisory Board supervises the management of the Company and its businesses by the Management Board,
the effectiveness and the integrity of the internal control and risk management systems and procedures
implemented by the Management Board and the general conduct of affairs of SBM Offshore and its businesses.
The Supervisory Board assists the Management Board with advice in accordance with the best practices of the
Code and the Supervisory Board rules. In the performance of its duties the Supervisory Board is guided by the
interests of the stakeholders of the Company, and the enterprises connected therewith.
In addition, certain (material) decisions of the Management Board, as stipulated in the law or articles of
association or the Rules of the Supervisory Board, need prior approval of the Supervisory Board.
Appointment of Supervisory Directors
Supervisory Directors are appointed by the GM. A Supervisory Director is appointed for a maximum period of four
years, and, unless a Supervisory Director resigns earlier, his/her appointment period shall end on the day of the
AGM, that will be held four years following the appointment. A Supervisory Director may be reappointed. A
Supervisory Director may be a member of the Supervisory Board for a maximum period of twelve years. This
period may or may not be interrupted, unless the GM resolves otherwise.
If one or more Supervisory Directors are to be appointed, the Supervisory Board may make a binding or a
non-binding proposal, as referred to in the articles of association. As far as a binding nomination is concerned, the
proposal should offer the choice between at least two candidates.
This is a customized selection from the SBM Offshore N.V. Annual Report 2011
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