SBM Offshore Annual Report 2011 - PDF

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2 Report of the Supervisory Board 2.1 Introduction and Meetings of the Supervisory Board 2.1.1 Introduction The Supervisory Board of SBM Offshore N.V., hereby presents the Annual Report 2011 incorporating the Financial Statements to be discussed and adopted in the Annual General Meeting of Shareholders on Wednesday 16 May 2012. The Financial Statements have been audited by the external auditors, KPMG Accountants N.V. Their findings have been discussed with the Audit Committee and the Supervisory Board in the presence of the Board of Management. The auditors have expressed an unqualified opinion on the Financial Statements. The Supervisory Directors have signed the 2011 financial statements pursuant to their statutory obligations under article 2:101 (2) of the Dutch Civil Code. The members of the Management Board have signed the 2011 financial statements pursuant to their statutory obligations under article 2: 101(2) of the Dutch Civil Code and article 5:25c (2) (c) of the Financial Market Supervision Act. 2.1.2 Composition of the Supervisory Board Upon recommendation of the Selection and Appointment Committee, the Supervisory Board proposed to appoint Mrs. K.A. Rethy as member of the Supervisory Board. At the AGM held on 5 May 2011, Mrs. K.A. Rethy was appointed to the Supervisory Board and the Supervisory Board decided to appoint her as member of the Technical and Commercial Committee. The newly appointed member of the Supervisory Board had an induction program consisting mainly of one-on-one sessions with the members of the Board of Management and a number of key managers and staff across the execution centers of the Company. Mrs K.A. Rethy also attended a number of sessions of the sub-committees of which she is not a member to familiarize herself with the various matters discussed in those sub-committees. The Supervisory Board is chaired by Mr. H.C. Rothermund, Mr. R. van Gelder is the vice-chairman and Mr. F.J.G.M. Cremers, Mr. F.G.H. Deckers, Mr. T.M.E. Ehret, Mr. F.R. Gugen and Mrs. K.A. Rethy are Supervisory Directors. This is a customized selection from the SBM Offshore N.V. Annual Report 2011 24
2.1.3 Composition of the Committees of the Supervisory Board Audit Committee Mr. F.J.G.M. Cremers is the chairman of the Audit Committee since 14 April 2010. Mr. F.G.H. Deckers is a member of the Audit Committee and Mr. H.C. Rothermund joined the Audit Committee as a member in 2011. 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 Technical and Commercial Committee consists of Mr. T.M.E. Ehret (Chairman) and Mr. R. van Gelder and Mrs. K.A. Rethy are members of the Committee. 2.1.4 Meetings of the Supervisory Board During the course of the year under review, the Supervisory Board held five meetings according to a pre-set meeting schedule. The Board of Management prepares detailed supporting documents and attends the formal meetings of the Supervisory Board. Sometimes the formal Supervisory Board meetings are either preceded or followed by a private meeting of the Supervisory Board. The regular meetings last about five hours, with the exception of the meeting in which the Operating Plan and Strategy Plan are discussed, which lasts longer. There was regular informal contact between the Chairman and the CEO, as well as regular contact between Supervisory Directors and the members of the Board of Management. Pre-set meetings are usually spread over two days, starting on the first day with the meetings of the Audit Committee, the Technical and Commercial Committee and the Appointment and Remuneration Committee. The corporate secretary is the secretary of the Supervisory Board, of the Appointment and Remuneration Committee and of the Technical and Commercial Committee, and attends the meetings of the Audit Committee. Each of the regular Supervisory Board meetings is preceded by a pre-meeting which is attended by the CEO. The pre-meeting is meant to enhance the effectiveness of the formal Supervisory Board meeting of the next day, taking into account the outcome of the sub-committee meetings which took place during the first day. In addition to the pre-set meetings as described above, the Supervisory Board deemed it necessary to hold a significant number of additional meetings and telephone conferences, specifically to review the regular updates of the Board of Management with regard to the Yme and Deep Panuke MOPU projects, as well as to give considerable attention to actions of the Board of Management and progress made. The detailed discussion of a number of recurrent items has been delegated to the sub-committees whose scope the subject concerned belongs to. The chairmen of the sub-committees report at the Supervisory Board meeting on the key points handled by each of the sub-committees and submit resolutions to be taken by the Supervisory Board. This is a customized selection from the SBM Offshore N.V. Annual Report 2011 25
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: 1.2.1 Business Model The Company ge
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 28 and 29: All Supervisory Directors attended
Page 30 and 31: Organisation A new organisation has
Page 32 and 33: Appointment and Remuneration Commit
Page 34 and 35: 2.1.9 In conclusion The Supervisory
Page 36 and 37: Remuneration Supervisory Board The
Page 38 and 39: The key principles of the RP2011 ha
Page 40 and 41: Short-term Incentive (STI) The STI
Page 42 and 43: Vesting schedule Vesting of the EPS
Page 44 and 45: Employment conditions for statutory
Page 46 and 47: Target number of performance shares
Page 48 and 49: 2.3 Information regarding the Super
Page 50 and 51: Mr. T.M.E. Ehret French, 1952 Funct
Page 52 and 53: 3 Report of the Board of Management
Page 54 and 55: 3.1.3 Risk Management The Company c
Page 56 and 57: conversion, construction and integr
Page 58 and 59: 3.2 SBM Offshore Lease Fleet Downlo
Page 60 and 61: March 2011 COOL LNG transfer hose c
Page 62 and 63: Turret for Shell's Prelude FLNG She
Page 64 and 65: September 2011 Dow Jones Sustainabi
Page 66 and 67: January 2012 Yme MOPUstor The Comp
Page 68 and 69: Mooring Systems The Company is the
Page 70 and 71: 3.5 Corporate Governance 3.5.1 Corp
Page 72 and 73: Risk Management & In Control Statem
Page 74 and 75: Audit Committee Mr. F.J.G.M. Cremer
Page 76 and 77:
Regulations concerning ownership of
Page 78 and 79:
Responsibility of shareholders In a
Page 80 and 81:
Repurchase of own shares The Manage
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The following information is provid
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This diagram is based on the COSO (
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3.6.10 Risk profile The risks inher
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• strict adherence to the Group M
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Crisis management The Management Sy
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covenants which was achieved in 201
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legal and tax obligations. The Comp
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3.7 HSSE 3.7.1 HSSE Introduction SB
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ISO 14001 certification for Dynamic
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SBM Offshore's 12 Life-Saving Rules
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Skills-KP database The Group HSSE t
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Onshore Operations Some of the coun
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Construction Sites Improved Environ
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Focus on Talent Management & Succes
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Workforce diversity Over the decade
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3.8.4 Employment and remuneration E
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3.8.5 Performance and career develo
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This is a customized selection from
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Anti-Corruption Policy and Complian
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• Reference lists • Organisatio
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quayside large enough to accommodat
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3.9.4 For a better future in Angola
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3.9.5 Leadership & Development Prog
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Michael Wyllie British, 1958 Chief
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• Capital expenditure in 2011 amo
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4.1.4 Order Portfolio The year-end
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In 2010 the corresponding split was
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In accordance with its stated polic
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operate contract which is classifie
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Cash flow/ Liquidities US$ million
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4.2 Financial Statements 4.2.1 Cons
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4.2.3 Consolidated statement of fin
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4.2.5 Consolidated cash flow statem
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• IFRS 1 (amendment) 'First-time
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Segment reporting Operating segment
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Property, plant and equipment Prope
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asis over its useful life, not exce
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the present value of estimated futu
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Deferred tax assets and liabilities
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Warranty provision For most Turnkey
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Dividend distribution Dividend dist
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Period ending 31 December 2011 in t
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Geographical information The classi
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Pensions and other post-employment
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2011 2010 % % Discount rate 2.75 2.
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Year End of vesting period Expiry d
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Expected departures (tranche 1/2/3)
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Note 5. Net financing costs in thou
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Note 9. Dividends paid and proposed
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- Yme and Deep Panuke platforms: th
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2010 in thousands of US$ Developmen
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Other financial assets The item 'Ot
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in thousands of US$ 2011 2010 Nomin
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2011 2010 2011 2010 2011 2010 in th
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Other reserves The other reserves c
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in thousands of US$ Original repaym
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Note 23. Provisions in thousands of
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in thousands of US$ 2011 2010 Withi
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Foreign exchange risk The Company o
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The sensitivity on equity and incom
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Liquidity risk Liquidity risk is th
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in thousands of US$ 2011 2010 Audit
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Note 34. Related party transactions
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4.2.9 Notes to the Company financia
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5. Provisions in thousands of US$ 2
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4.3 Other information 4.3.1 Appropr
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4.4 INDEPENDENT AUDITOR'S REPORT 4.
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4.5 Key figures Key figures in mill
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5.1.2 Environmental Reporting Envir
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Total Production of Hydrocarbons Of
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HSS Accident Statistics for Dynamic
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Regional CO2 Emissions Values expre
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Permanent Part Time Employees Headc
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Women Men Equality % of Women in ma
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GRI Index Level C Vision and Strate
Page 232 and 233:
LTIFR = (LTI x 200,000)/ EH Where:
Page 234 and 235:
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