Annual Report 2010 - SBM Offshore

If either the GM or the Supervisory Board has suspended
a Managing Director, then the GM must resolve
within three months after the effective date of the suspension,
either to remove the Managing Director, or to
set aside or maintain the suspension, failing which the
suspension shall cease. A resolution to maintain the
suspension may be adopted only once and the suspension
may be maintained for a period not exceeding
three months as from the day on which the GM has
passed the resolution to maintain the suspension. If
the GM has not resolved within the period set for the
maintaining of the suspension either to remove the
Managing Director or to set aside the suspension, the
suspension shall cease.
Risk Management & In Control Statement
The “In Control” statement of the Management Board,
other information on Risk Management, internal assurance
and reporting systems and procedures are given
in the Risk Management section.
Sensitivity of the results to external
factors and variables
This subject is dealt with in the Risk Management section
later in this report.
Regulations concerning ownership
of and transactions in shares
In accordance with the Code, the Supervisory Board
and Management Board rules contain a provision with
regard to the ownership of and transactions in shares in
Dutch listed companies other than SBM Offshore N.V.
This provision prohibits trading in shares other than
those of the Company on the basis of share price sensitive
information obtained in the course of managing or
supervising the Company’s businesses.
Shares held by members of the
Management Board
For information about the shares (or other financial
instruments) held in SBM Offshore N.V. by members of
the Management Board, refer to notes 4 and 20 to the
consolidated financial statements.
Conflicts of interest
The members of the Management Board have an
employment contract with SBM Offshore N.V.. In these
Report of the Board of Management
employment contracts it is stipulated that members of
the Management Board may not compete with SBM
Offshore N.V. In addition, the Code of Conduct of SBM
Offshore regulates conflict of interest matters and is
applicable to members of the Management Board and
other employees. The members of the Management
Board did not report any conflict of interest during the
year 2010.
Mandates with third parties
No member of the Management Board is a member
of the Supervisory Board of any other listed company.
Acceptance by the members of the Management Board
of no more than two mandates as a Supervisory Board
member of a listed company requires the prior approval
of the Supervisory Board to prevent conflicts of interest
and reputational risks. Other appointments of material
importance need to be notified to the Supervisory
Board. Members of the Management Board are also
appointed to the statutory board of SBM Offshore operational
entities. The Company’s Code of Conduct does
not permit employees and directors to accept gifts of
commercial value for themselves or their relatives, to
provide advantages to third parties to the detriment of
the Company or to take advantage of business opportunities
to which SBM Offshore is entitled.
Loans or guarantees
No loans or guarantees have been provided to members
of the Management Board.
Code of Conduct and reporting
of alleged irregularities
The Company has a Code of Conduct which was
updated in January 2010 and is posted on the
Company’s website. Each year the Supervisory Board,
the Board of Management and a wide range of line
managers and corporate staff are required to sign
backward and foreword looking compliance certificates.
The Company also has a procedure allowing
employees to report alleged irregularities with respect
to the Code without jeopardising their employment
position. The Board of Management decided to create
a freephone or web-based reporting facility which
employees will be able to use –anonymously if they
wish- in their own language. The facility will be operated
by an external provider, People Intouch, and is
SBM Offshore – Annual Report 2010 75