2011 Annual Report - SBM Offshore

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former notary and presently a lawyer. The Managing Directors, with the approval of the Supervisory Board at that time, have granted a call option to the Foundation to acquire a number of preference shares in the Company’s share capital, carrying voting rights, equal to one half of the voting rights carried by the ordinary shares outstanding immediately prior to the exercise of the option, enabling it effectively to perform its functions as it, at its sole discretion and responsibility, deems useful or desirable. The option was granted on 30 March 1989. In accordance with the by-laws of the Company, shareholders were advised of the reasons for granting this option in the Extraordinary GM of 28 April 1989. In the same option agreement the Foundation granted a put option to the Company and the Company has decided on 3 March 2011 to definitively waive its rights under the put option. In the course of 2011, the option agreement was amended and restated to reflect the waiver by the Company of its put option and the change of the nominal value of the protective preference shares from EUR 1 to EUR 0.25 and the related increase in the number of protective preference shares as per the amended articles of association of the Company. In the joint opinion of the Supervisory Board, the Management Board and the Foundation board members, the Foundation is independent as stipulated in clause 5:71 section 1 sub c Supervision Financial Market Act. 3.5.9 The European Directive on Take-Over bids and the publication requirements To meet the publication requirement as mentioned in the Decree of 5 April 2006 relating to Article 10 of Directive 2004/25/EC on take-over bids of 21 April 2004 of the European Parliament and the Council of the European Union, the following information is provided: • the articles of association do not provide for any limitation of the transferability of the ordinary shares • the voting right is not subject to any limitation • no agreement has been concluded with any shareholder that could give rise to any limitation of shares or any limitation of the voting rights • the appointment, suspension and discharge of members of the Management Board and Supervisory Board are set out in this ‘Corporate Governance’ section • the procedure for alteration of the articles of association is mentioned in this Corporate Governance section • in the employment agreement (and in the services agreement as far as the new CEO is concerned) between the Company and each of the members of the Management Board a change of control clause is included. A severance payment amounting to no more than one year base salary will be paid if the employment contract would be terminated due to a change of control by a public take over bid. The Supervisory Board will have the discretionary power to settle the termination conditions • SBM Offshore N.V. has a revolving credit facility of US$ 750 million under which the agreement of the participating banks must be obtained in the event of a change in control of the Company after a public takeover bid has been made • exceptionally, certain vessel charters contain clauses to the effect that the prior consent of the client is required in case of a change of control or merger or where the company resulting from such change of control or merger would have a lower financial rating or where such change of control or merger would affect the proper execution of the contract. In addition, local bidding rules and regulations (e.g.in Brazil for Petrobras) may require client approval for changes in control affecting the charter This is a customized selection from the SBM Offshore N.V. Annual Report 2011 46
The following information is provided at the Corporate Governance Page on the website of the Company (www.sbmoffshore.com): • Articles of association • Company code of conduct and Anti-Corruption and Compliance Guide • Supervisory Board rules, including rules for the three committees of the Supervisory Board • Supervisory Board profile and retirement schedule for its members • Management Board rules • Rules for reporting of alleged irregularities of a general, operational or financial nature (‘Whistleblowing’ rules);; these rules are designed to enable employees to report alleged irregularities without jeopardising their employment position and are also available on the Company’s intranet site • Remuneration policy • Regulations concerning inside information and the holding of and effecting transactions in shares and other financial instruments • Agenda, minutes, resolutions and presentations given at previous GMs. This is a customized selection from the SBM Offshore N.V. Annual Report 2011 47
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 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 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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