Annual Report 2010 - SBM Offshore

Report of the Board of Management
fully compliant with this best practice IV.1.1. and is
compliant with all other best practices of the Code.
The Company has explained above its deviations from
the Code. Material (future) developments in Corporate
Governance might justify other deviations and would in
such circumstances be explained by the Company.
Management Board
The Management Board consists of two statutory
directors, the Chief Executive Officer (CEO), Mr. Tony
Mace and the Chief Financial Officer (CFO), Mr. Mark
Miles. The statutory directors and non-statutory directors
form together the Board of Management. The
non-statutory directors are the Chief Operating Officer
(COO), Mr. Francis Blanchelande, the Chief Technology
Officer (CTO), Mr. Michael Wyllie and the Chief
Commercial Officer (CCO), Mr. Jean-Philippe Laurès.
Duties of the Management Board
The Company is managed by the Management Board,
under the supervision of the Supervisory Board.
Each year the Management Board presents to the
Supervisory Board, the operational and financial objectives
of the Company, the strategy designed to achieve
the objectives and the parameters applicable in relation
to the strategy. The Operating Plan 2011 which
includes the budget has been discussed and approved
in the Supervisory Board Meeting of 10 December 2010
and a special session was dedicated to the Company’s
strategy on the same day.
Appointment of a Managing Director
Managing Directors shall be appointed by the General
Meeting of Shareholders (GM). A Managing Director
is appointed for a maximum period of four years, and
unless a Managing Director resigns earlier, his/her
appointment period shall end on the day of the first
Annual General Meeting (AGM) that will be held four
years after the appointment. A Managing Director may
be reappointed for further consecutive terms of up to
four years each.
In case of an appointment of one or more Managing
Directors, the Supervisory Board may make a binding
or a non-binding proposal. As far as it concerns a
74 SBM Offshore – Annual Report 2010
binding nomination, the Management Board shall invite
the Supervisory Board to make a proposal within sixty
days so that for each appointment a choice can be
made between at least two candidates.
The GM may at all times overrule the binding nature
of a proposal by a resolution adopted by an absolute
majority of the votes cast, provided such majority represents
at least one-third of the issued share capital.
If one-third of the capital is not represented at the
meeting, but an absolute majority of the votes cast is
in favour of a resolution to cancel the binding nature
of a nomination, a new meeting may be convened at
which the resolution may be passed by an absolute
majority of the votes cast, regardless of the proportion
of the capital represented at the meeting. If a binding
nomination has not been made, the GM may appoint a
Managing Director at its discretion.
Both Managing Directors have been appointed in 2008
and their current term of office will expire for the first
time at the AGM of 2012.
Suspension or dismissal of a
Managing Director
The GM may at any time suspend and dismiss
Managing Directors. Unless at the proposal of the
Supervisory Board, a resolution to suspend or dismiss
a Managing Director may be passed only by the GM
with a majority of two-thirds of the votes cast, such
majority representing more than half of the issued
capital. As stated in the articles of association it shall
not be permitted to convene a second GM pursuant to
section 120, subsection 3, Book 2, Dutch Civil Code.
At the AGM of 2011 an amendment to the Articles
of Association will be proposed to the effect that a
resolution to suspend or dismiss a managing director
may be passed only by the General Meeting with
an absolute majority of the votes cast, such majority
representing more than one- third (1/3) of the issued
share capital. If this majority does not represent at
least one-third (1/3) of the issued share capital, a new
meeting can be convened in which meeting the resolution
can be adopted by an absolute majority of the
votes cast. With this amendment, the Company will
become compliant with BP IV.1.1.