SBM Offshore Annual Report 2011 - PDF

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Target number of performance shares conditionally awarded in 2011 (3) Minimum vesting opportunity (number of performance shares) Maximum vesting opportunity (number of performance shares) A.J. Mace 39,443 19,722 78,886 M.A.S. Miles 27,610 13,805 41,415 (3)The number of LTI shares that vest for the performance period 2009-2010-2011 will be determined in March 2012, upon finalisation of the financial accounts for the year 2011. Based on the 2011 annual accounts which will be submitted to the AGM, there will be no vesting of the Performance shares awarded in 2009 and vesting in 2012. Following the vesting of the performance shares, a lock-up of two years applies to the performance shares Share-based incentives outstanding as per 31 December 2011 Matching shares A.J. Mace M.A.S. Miles Awarded in 2008 and vesting in 2011 Number: 2,440 Number: 3,284 . Value at award: € 63,000 Value at award: € 84,800 Number of shares vested: 2,440 Number of shares vested: 3,284 Value at vesting date: 40,907 Value at vesting date: 55,056 Awarded in 2009 and vesting in 2012 Number: 6,720 Number: 6,328 . Value at award:€ 67,000 Value at award:€ 63,090 Awarded in 2010 and vesting in 2013 Number: 5,201 Number: 4,198 . LTI Performance shares Performance shares awarded in 2008 and vesting in 2011 . Performance shares awarded in 2009 and vesting in 2012 . Performance shares awarded in 2010 and vesting in 2013 . Performance shares awarded in 2011 and vesting in 2014 . Value at award: € 71,362 Value at award: € 57,599 Number: 20,035 Number: 18,237 Value at award: € 395,500 Value at award: € 360,000 Vested: 0 Vested: 0 Number: 42,126 Number: 39,669 Value at award: € 420,000 Value at award: € 395,500 Vested: 0 Vested: 0 This is a customized selection from the SBM Offshore N.V. Annual Report 2011 Number: 35,709 Number: 28,822 Value at award: € 490,000 Value at award: € 395,500 Number: 39,443 Number: 27,610 Value at award: € 750,000 Value at award: € 525,000 44
Costs incurred by the Company in 2011 in respect of the Remuneration of Managing directors In thousands of € Base salary Short-Term Incentive (4) Expense recognised for share-based payments (NOT ONLY LTI) (5) Benefits excluding pension payments Pension payments Total costs A.J. Mace 600 284 142 100 220 1,346 M.A.S. Miles 420 229 81 100 92 922 (4) This is the total amount of the Short-Term Incentive, i.e. the part payable in cash (80%) and the part payable in shares (20%). (5) The fair value of all share-based payments, i.e. the expense recognised in 2011 as a pro rata over the entire vesting period. Reference is made to note 4 to the financial statements (prepared in US Dollars, being the Company’s reporting currency). Arrangement with Mr. A.J. Mace, former CEO • On the basis of an agreement dating from 2008, the then existing employment contract of Mr A.J.Mace with an SBM Offshore Group Company was suspended for the duration of Mr A.J. Mace's CEO contract, to be automatically re-activated upon termination thereof. Effective 1 January 2012, Mr A.J. Mace will therefore resume his employment with an SBM Offshore Group company until his retirement in 2013. • No compensation has been paid to Mr A.J. Mace upon termination of his CEO contract. • The conditions under which Mr A.J. Mace will continue his employment from 1 January 2012 are, when taken as a whole, significantly less attractive than those that applied under his CEO contract. Being still employed by a Group company, Mr. A.J. Mace remains eligible for LTI shares and matching shares awarded during his tenure as the CEO of the Company depending on whether or not the LTI performance criteria will be met on the vesting dates. • From 1 January 2012, Mr A.J. Mace will act as special advisor to the CEO and will work on assignments where the Company will be able to fully benefit from his extensive experience. In this role, Mr A.J. Mace will no longer be a statutory director nor a non-statutory director member of the Board of Management. Services contract with Mr. B.Y.R. Chabas, CEO with effect from 1 January 2012 Key points of the Services Agreement with Mr Chabas services contract: Mr B.Y.R. Chabas will provide his services on the basis of a services contract and so no employment relation will exist between SBM Offshore N.V. and Mr B.Y.R. Chabas. The pre-existing employment contract which Mr B.Y.R. Chabas had with an SBM Offshore Group company, Offshore Energy Development Corporation S.A.M., a Monegasque company, was suspended with effect from 1 January 2012 for the duration of Mr B.Y.R.Chabas’ services contract as Chief Executive Officer of the Company and will be automatically re-activated upon termination of this latter services contract. Duration: The services contract is for renewable periods of four years. The first four year term of office starts on 1 January 2012 and expires on 31 December 2015 unless terminated during the course of any four year term by a decision of the General Meeting of Shareholders or upon resignation by Mr B.Y.R. Chabas. Compensation in case of termination of the services contract by the Company is limited to 1 year base salary, unless this is manifestly unreasonable in the case of dismissal during the first appointment term, in which case the maximum compensation shall not exceed two times the annual base salary. RP 2011: The Remuneration Policy as approved by the General Meeting of Shareholders on 5 May 2011 (RP 2011) and published on the Company’s website applies to the services contract of Mr B.Y.R. Chabas, including as regards Short Term Inventives and Long term Incentives;; both as described above. Base Salary: The annual base salary of Mr B.Y.R. Chabas amounts to EUR 600,000. Fringe benefits: A company car and a housing allowance of EUR 3,000 per month. Pension: Mr B.Y.R. Chabas participates in a defined contributions pension scheme and the Company contributes to Mr B.Y.R. Chabas’ private pension plan at the level of 10% of his base salary. Other conditions: In accordance with the RP2011, the services contract of Mr B.Y.R. Chabas contains an adjustment clause, a claw-back clause and a change of control clause. This is a customized selection from the SBM Offshore N.V. Annual Report 2011 45
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 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 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
Page 84 and 85: This diagram is based on the COSO (
Page 86 and 87: 3.6.10 Risk profile The risks inher
Page 88 and 89: • strict adherence to the Group M
Page 90 and 91: Crisis management The Management Sy
Page 92 and 93: covenants which was achieved in 201
Page 94 and 95: 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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