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SBM Offshore Annual Report 2011 - PDF

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All Supervisory Directors attended all of the regular Supervisory Board meetings and the sub-committee meetings<br />

with the exception of one meeting of the Audit Committee where a member could not attend the meeting.<br />

Supervisory Board members who could not physically attend the additional meetings held on specific topics<br />

attended the meeting by phone and could follow the proceedings of the meeting and be heard by the other<br />

Supervisory Directors. In addition, there were telephone conferences at Supervisory Board and at sub-committee<br />

level.<br />

All but one of the meetings of the Supervisory Board and of the sub-committees were held at the statutory offices<br />

of the Company in Schiedam or elsewhere in The Netherlands. In December <strong>2011</strong> the Supervisory Board met at<br />

the Company’s project execution centre in Monaco. At the Monaco project execution center, project management<br />

and senior management were interviewed by each of the Supervisory Directors in one-on-one sessions and<br />

information about the progress of the major projects and the state of affairs at the respective center was received.<br />

The Chairman visited the Company’s operations in Singapore and Malaysia focusing on project management and<br />

product quality. Another Supervisory Board member visited the Company’s offices in Brazil.<br />

In its role of supervising the policies of the Company and advising the Board of Management, the Supervisory<br />

Board challenges in a constructive way and with due regard to the interests of all stakeholders the actions and<br />

plans of the Management Board concerning the management of the Company’s businesses. Communication at<br />

the meetings is frank and open.<br />

2.1.5 Main subjects reviewed by the Supervisory Board<br />

Standard items<br />

Standard items on the agenda are:<br />

• the approval of the minutes of the previous meetings and the review and follow-up of actions arising<br />

• the management and financial report<br />

• the operating plan 2012<br />

• reports of the Audit Committee, the Technical & Commercial Committee and the Appointment & Remuneration Committee<br />

• approval of the Company’s annual results and support for the half-year results and the Q1 and Q3 trading updates<br />

• Health Safety Security and Environment<br />

• Mergers & Acquisitions<br />

• Corporate Governance<br />

• Corporate Social Responsibility matters<br />

• review of legal claims<br />

Major projects, tenders and investments<br />

Major projects, tenders and investments are discussed by the Supervisory Board on an ad hoc basis. In the year<br />

under review there were a number of telephone conferences concerning major projects and investments.<br />

This is a customized selection from the <strong>SBM</strong> <strong>Offshore</strong> N.V. <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong><br />

26

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