Annual Report 2010 - SBM Offshore

Corporate
Governance
Corporate Governance
Structure
SBM Offshore N.V. is a limited liability company
(“Naamloze Vennootschap”) incorporated under
the laws of The Netherlands with its statutory seat
in Rotterdam. The Company has a two tier board, a
Supervisory Board and a Management Board. Each
Board has its specific role and task regulated by the
Corporate Governance Code, laws, the articles of
association and the Supervisory and Management
Board rules.
The Company will submit major changes in the corporate
governance structure of the Company and in
the compliance of the Company with the Corporate
Governance Code (CGC) to the General Meeting of
Shareholders under a separate agenda item.
Dutch Corporate
Governance Code
In this section of the Annual Report, the Company
reports on compliance with the Code.
SBM Offshore complies with all applicable principles
and best practices provisions of the Code except for:
BP.III.5.11: The Remuneration Committee shall not
be chaired by a Supervisory Board member who is a
managing board member of another listed company.
Mr. R. van Gelder, chairman of the Remuneration
Committee at the beginning of the year was holding
a temporary position in Heijmans N.V., a Dutch
listed company, primarily active on the Dutch market,
which is not a competitor of the Company. In
the opinion of the Supervisory Board there was no
conflict of interest and therefore the Chairman of the
Remuneration Committee continued in his role. This
non-compliance has ceased in the course of the year
under review since Mr. R. van Gelder has retired from
Report of the Board of Management
the Management Board of Heijmans N.V. at its 2010
AGM. The Supervisory Board decided, moreover, to
merge the Remuneration Committee and the Selection
and Appointment Committee in one single committee
with alternating chairmanship depending on the type
of matters handled. When dealing with selection and
appointment matters, the Chairman of the Supervisory
Board assumes chairmanship of the Committee. When
dealing with remuneration matters, Mr. F.R. Gugen, who
was appointed a member of the Supervisory Board at
the Extraordinary General Meeting of Shareholders of
6 July 2010, is the chairman of the Committee. As a
consequence, the Company is now fully compliant with
this best practice.
BP IV.1.1: This provision mentions that the general
meeting of shareholders of a company not having a
specific formal structure (known as “structuurregime”)
may pass a resolution to dismiss a member of the
management board or of the supervisory board by
an absolute majority of the votes cast. The “structure
regime” does not apply to the Company. It may be
provided that this majority should represent a certain
proportion of the issued capital, but such proportion
should not exceed one third. If this proportion of the
capital is not represented at the meeting, but an absolute
majority of the votes cast is in favour of a resolution
to dismiss a board member, a new meeting may be
convened. At that meeting a resolution may be passed
by an absolute majority of the votes cast, regardless of
the proportion of the capital of that meeting.
Under the rules of the articles of association, a member
of the Supervisory Board or Management Board can
be dismissed by a majority of two thirds of the votes
cast, such majority representing more than 50% of the
issued share capital. The Management Board has been
of the opinion that in order to take a strategic decision
in a balanced manner, all shareholders should be
able to be involved in the decision taking process and
therefore the Best Practice provision was not applied.
The Management Board and the Supervisory Board
have now reviewed this position and a proposal to
amend the Articles of Association of the Company will
be submitted to the shareholders at the AGM. As a
consequence of the proposed amendment this noncompliance
will cease and the Company will become
SBM Offshore – Annual Report 2010 73