2011 Annual Report - SBM Offshore

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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 40
Regulations concerning ownership of and transactions in shares The Supervisory Board rules contain provisions concerning the ownership of and transactions in shares held by members of the Supervisory Board in Dutch listed companies other than SBM Offshore N.V. Remuneration – Shares held by the members of the Supervisory Board None of the members of the Supervisory Board receives a remuneration that is dependent on the financial performance of the Company. None of the current members of the Supervisory Board reported to hold shares (or other financial instruments) in SBM Offshore N.V. The fee level and structure of the Supervisory Board and its sub-committees is published in the remuneration report of this report. The total remuneration of the members of the Supervisory Board amounted to US$ 812,000 (2010: US$ 546,000). For the individual remuneration, please refer to note 4 to the consolidated financial statements. These amounts are gross amounts per year. Diversity The Supervisory Board rules state that the composition of the Supervisory Board shall be such that the combined experience, expertise and independence of its members enables the Supervisory Board to best carry out the full range of its responsibilities. The Supervisory Board considers that its current composition satisfies the best practice of diversity in terms of age, nationality (five different nationalities), financial and business management expertise and international experience in the oil and gas industries. A first step towards gender diversity has been made with the appointment at the AGM of 5 May 2011 of Mrs. K.A. Rethy to the Supervisory Board. Sustainability / Corporate Social Responsibility The Company publishes each year a Sustainability report, formerly entitled Corporate Social Responsibility (CSR) report. In this report, the Management Board reports on the different Sustainability issues which are relevant to the Company. CSR issues which are relevant to the Company’s business were discussed with and taken into consideration at the Technical & Commercial Committee and by the Supervisory Board. This is a customized selection from the SBM Offshore N.V. Annual Report 2011 41
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 38 and 39: Appointment of a Managing Director
Page 40 and 41: Loans or guarantees No loans or gua
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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