Annual Report 2010 - SBM Offshore

Report of Board of Management
Composition of the Committees
of the Supervisory Board
Audit Committee
Mr. L.J.A.M. Ligthart was the chairman of the Audit
Committee until 14 April 2010 and Mr. F.J.G.M.
Cremers succeeded Mr. L.J.A.M. Ligthart as the chairman
of the Audit Committee as from 14 April 2010. Mr.
F.G.H. Deckers is a member of the Audit Committee.
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 Supervisory Board resolved to create a new
Technical and Commercial Committee to enable the
Supervisory Board to have a better understanding of
the Company’s exposure to technical risks and to facilitate
its supervisory duties of technical and commercial
matters. The Technical and Commercial Committee
consists of Mr. T.M.E. Ehret (Chairman) and Mr. R. van
Gelder is a member.
Meetings of the Supervisory
Board
During the course of the year under review, the
Supervisory Board held six 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. In addition to these meetings, a
number of telephone conferences were held and there
28 SBM Offshore – Annual Report 2010
was regular informal contact between the Chairman
and the CEO, as well as regular contact between
Supervisory Directors and the Board of Management.
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 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.
Following one of the Supervisory Board meetings,
the Supervisory Board reflected on the subjects to
be reviewed by the Supervisory Board, and on the
sequence of the different agenda items with a view
to enable a better business focus and to enhance
the effectiveness of the meetings. This was achieved
by delegating the detailed discussion of a number of
recurrent items to the sub-committees, the chairmen
of which 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.
All Supervisory Directors attended all of the Supervisory
Board meetings. In the case of the telephone conferences
held in addition to the six scheduled meetings,
the Supervisory Directors attending the call could follow
the proceedings of the meeting and be heard by
the other Supervisory Directors.
All but two meetings of the Supervisory Board and of
the sub-committees were held at the statutory offices
of the Company in Schiedam, The Netherlands. In
November 2010, the Supervisory Board met at the
Company’s project execution centre in Monaco and
in December 2010, the Supervisory Board travelled
to the Company’s project execution centre in Houston,
TX, U.S.A.