SBM Offshore Annual Report 2011 - PDF

Appointment and Remuneration Committee
The Appointment and Remuneration Committee met five times in 2011. The meetings of the Appointment and
Remuneration Committee are held prior to the Supervisory Board meetings where the respective chairmen report
on the selection and appointment matters and on the remuneration matters reviewed by the Committee, on
actions arising and the follow-up of such actions and make recommendations on those matters requiring a
decision of the Supervisory Board. Meetings last about three hours. In addition, there is regular contact between
the members of the Committee and the Management Board.
The main subjects discussed by the Appointment and Remuneration Committee were the following matters.
Remuneration
• Elaboration of a new Remuneration Policy for the Board of Management effective 1 January 2011. In this process, the
Appointment and Remuneration Committee retained its own remuneration consultant. The new Remuneration Policy
received the approval of shareholders at the AGM dd. 5 May 2011.
• determination of Short Term and Long Term Incentive amounts by reference to the performance targets agreed with the
Board of Management for the year 2010 in accordance with the Remuneration Policy 2008, and the determination of the
Short Term Incentive performance targets related to the year 2011 and of Long Term Incentive performance targets
related to the vesting period 2011 to 2013 in accordance with the new Remuneration Policy;;
• Share based incentives for senior management;;
• retirement arrangements for members of the Board of Management and the study of benefits, risks and cost related to a
move from a Defined Benefits plan to a Defined Contributions plan;;
• benchmarking of the remuneration of the Supervisory Board and the sub-committees;;
• remuneration matters related to a litigation with a former Managing Director;;
• negotiation and agreement with the CEO in view of him stepping down as CEO. The particulars of this agreement are
explained in the Remuneration Report on page [..] of this Annual Report and were explained at the Extraordinary General
Meeting of Shareholders of 14 December 2011.
Selection & Appointments
• end of term resignation of Mr. H.C. Rothermund and his re-appointment as a member of the Supervisory Board and
proposal to re-elect him as Chairman of the Supervisory Board;;
• selection and proposal to appoint Mrs. K.A. Rethy as a member of the Supervisory Board;;
• selection and proposal to appoint Mr. B.Y.R. Chabas as statutory director and new CEO of the Company, effective 1
January 2012. This proposal received the approval of shareholders at the Extraordinary General Meeting of Shareholders
held on 14 December 2011.
• selection and proposal to appoint Mr. J.Ph. Laurès as the new COO of the Company, effective 1 January 2012,
succeeding Mr. B.Y.R. Chabas.
• Following the announcement that Mr. M. Miles, CFO, will not stand for re-election at the 2012 AGM, a search for a
successor has been initiated.
• Succession planning of the Supervisory Board, the Board of Management and senior management positions;;
• Review of the new organizational structure of the Company
This is a customized selection from the SBM Offshore N.V. Annual Report 2011
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