2011 Annual Report - SBM Offshore

In case a binding proposal is made, the GM may at all times overrule the binding nature thereof 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 this proportion of the capital of at least one-third 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 that meeting, the resolution may be passed by an absolute majority of the votes
cast, regardless of the proportion of the capital represented at the meeting.
Suspension or dismissal of a Supervisory Director
At the AGM of 5 May 2011 an amendment to the Articles of Association was proposed to the effect that a
resolution to suspend or dismiss a Supervisory 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. This
amendment was approved at the AGM and the Company has now become compliant with BP IV.1.1.
If the GM has suspended a Supervisory Director, then the GM must resolve within three months after the effective
date of the suspension, either to remove the Supervisory 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 the
maintaining of the suspension either to remove the Supervisory Director or to set aside the suspension, the
suspension shall cease.
Conflicts of interest
The Supervisory Board report mentions how conflict of interest matters are being dealt with. All Supervisory Board
members are independent from the Company within the meaning of best practice provision III.2.2 of the Code.
None of the members is a member of the management board of a Dutch listed company in which a member of the
management board of the Company is a Supervisory Board member. There are no interlocking directorships.
None of the members represent directly or indirectly a shareholder of the Company or a supplier or customer of
the Company. None of the members of the Supervisory Board provides any services to or has any direct or
indirect ties with SBM Offshore outside his Supervisory Board membership.
In addition to his position as a Supervisory Director of the Company, Mr. T.M.E. Ehret is also a non-executive
director of Dockwise Ltd. a supplier of logistical services for large and heavy structures and a member of the
Supervisory Board of Huisman B.V., an offshore equipment design and manufacturing company. In the event of
any perceived conflict of interest during the discussion of agenda points, Mr. T.M.E. Ehret does not participate in
such discussions. Mr. F.G.H. Deckers is the CEO of Van Lanschot N.V., a financial institution established in The
Netherlands. Kempen & Co., a subsidiary of Van Lanschot N.V. has acted in the past as the adviser of the
Company and may be retained as adviser for future transactions. Mr. F.G.H. Deckers informed the Supervisory
Board that “Chinese walls” are in place within the bank and that he had not been involved in the advisory services
performed by Kempen & Co. nor would be involved should Kempen & Co. provide services in the future. The
Supervisory Board felt satisfied there were no conflicts of interest in the year under review.
This is a customized selection from the SBM Offshore N.V. Annual Report 2011
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