Annual Report 2010 - SBM Offshore

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.
More information about the Supervisory Board and its
committees and personal details of the members of the
Supervisory Board can be found in the Report of the
Supervisory Board.
Duties of the Supervisory Board
The Supervisory Board supervises the management of
the Company and its businesses by the Management
Board, the effectiveness and the integrity of the
internal control and risk management systems and
procedures implemented by the Management Board
and the general conduct of affairs of SBM Offshore
and its businesses. The Supervisory Board assists the
Management Board with advice in accordance with the
best practices of the Code and the Supervisory Board
rules. In the performance of its duties the Supervisory
Board is guided by the interests of the stakeholders of
the Company, and the enterprises connected therewith.
In addition, certain (material) decisions of the
Management Board, as stipulated in the law or articles
of association or the Rules of the Supervisory Board,
need prior approval of the Supervisory Board.
Report of the Board of Management
Appointment of Supervisory Directors
Supervisory Directors are appointed by the GM. A
Supervisory Director is appointed for a maximum
period of four years, and, unless a Supervisory Director
resigns earlier, his/her appointment period shall end on
the day of the AGM, that will be held four years following
the appointment. A Supervisory Director may be
reappointed. A Supervisory Director may be a member
of the Supervisory Board for a maximum period of
twelve years. This period may or may not be interrupted,
unless the GM resolves otherwise.
If one or more Supervisory Directors are to be
appointed, the Supervisory Board may make a binding
or a non-binding proposal, as referred to in the articles
of association. As far as a binding nomination is concerned,
the proposal should offer the choice between
at least two candidates.
In case a binding proposal is made, the GM may at all
times overrule the binding nature thereof 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 this proportion of the capital
of at least one-third 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 that meeting,
the resolution may be passed by an absolute majority
of the votes cast, regardless of the proportion of the
capital represented at the meeting.
Suspension or dismissal of a Supervisory
Director
The GM may at any time suspend and dismiss
Supervisory Directors. A resolution to suspend or
remove a Supervisory 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 5 May 2011 an amendment to the Articles
of Association will be proposed to the effect that a
resolution to suspend or dismiss a Supervisory Director
may be passed only by the General Meeting with an
absolute majority of the votes cast, such majority
SBM Offshore – Annual Report 2010 77