SBM Offshore Annual Report 2011 - PDF

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2.1.9 In conclusion The Supervisory Board is disappointed that the Company had to take substantial provisions on two legacy projects which led to a negative result for the year 2011, despite the very positive underlying results on the Company’s major projects in its core FPSO business. The Supervisory Board is taking a close interest in the performance improvement measures introduced last year, designed to detect any variations from plan at an early stage and so reduce the risk of projects underperforming. The Supervisory Board encourages the Board of Management and all of the Company’s staff to continue and further improve the good performance demonstrated on its core FPSO products under the leadership of Mr. B.Y.R. Chabas as the new CEO of the Company notwithstanding the challenging business and financial environment. Schiedam, 2 March 2012 Supervisory Board H.C. Rothermund, Chairman R. van Gelder, Vice-Chairman F.J.G.M. Cremers F.G.H. Deckers T.M.E. Ehret F.R. Gugen K.A. Rethy This is a customized selection from the SBM Offshore N.V. Annual Report 2011 32
2.2 Remuneration Report The Remuneration Report serves to inform shareholders and other stakeholders on the implementation of the Company’s Remuneration Policy as was approved by shareholders at the AGM of 2011 and on the actual remuneration of the members of the Supervisory Board and of the Management Board. The report has been prepared by the Appointment and Remuneration Committee, dealing with remuneration matters. It is divided into the following separate sections: Section 1:About the Appointment and Remuneration Committee (A&RC) Section 2:Summary of the newly approved Remuneration Policy 2011 (RP 2011) Section 3:The employment contracts of the members of the Management Board and their actual remuneration in 2011 2.2.1 Section 1: About the Appointment and Remuneration Committee (A&RC) At the AGM of 14 April 2010, shareholders were informed of the resolution of the Supervisory Board to merge the Selection and Appointment and the Remuneration Committees into a single Appointment and Remuneration Committee (A&RC). The A&RC consists of two members of the Supervisory Board, Mr. H.C. Rothermund and Mr. F.R. Gugen. Mr. F.R. Gugen chairs the A&RC when dealing with remuneration matters. Mr. H.C. Rothermund chairs the A&RC for agenda items dealing with Selection and Appointment matters. Both Mr. Gugen and Mr. Rothermund are independent members of the Supervisory Board. The main subjects discussed by the A&RC are set out in the A&RC section of the Supervisory Board Report in this Annual Report. In addition to its supervisory, monitoring and advisory role to the Supervisory Board in matters of selection and appointment, and in matters of remuneration of the Management Board, the A&RC also supervises, monitors and advises on the remuneration policies for senior managers, staff and other employees of the Company particularly as it concerns shares or share based remuneration as applied by the Management Board throughout the Company. This is a customized selection from the SBM Offshore N.V. Annual Report 2011 33
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 26 and 27: 2 Report of the Supervisory Board 2
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 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
Page 82 and 83: 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
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LTIFR = (LTI x 200,000)/ EH Where:
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