Annual Report 2010 - SBM Offshore

Report of the Board of Management
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.
If the GM has suspended a Supervisory Director, then
the GM must resolve within three months after the
effective date of the suspension, either to remove the
Supervisory 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 Supervisory Director or to set aside the
suspension, the suspension shall cease.
Conflicts of interest
The Supervisory Board Rules contain provisions
designed to prevent conflicts of interest as well as setting
out in what manner to abide by the regulations.
Conflict of interest matters and how they are dealt
with, is mentioned in the Supervisory Board report. All
Supervisory Board members are independent from the
Company within the meaning of best practice provision
III.2.2 of the Code. None of the members is a member
of the management board of a Dutch listed company
in which a member of the management board of the
Company which he supervises is a Supervisory Board
member. There are no interlocking directorships. None
of the members represent directly or indirectly a shareholder
of the Company or a supplier or customer of the
Company. None of the members of the Supervisory
Board provides any services to or has any direct or
indirect ties with SBM Offshore outside his Supervisory
Board membership.
In addition to his position as a Supervisory Director of
the Company, Mr. T.M.E. Ehret was in 2010 also a nonexecutive
director of Acergy S.A., an engineering and
construction company and of Dockwise Ltd. a supplier
of logistical services for large and heavy structures.
78 SBM Offshore – Annual Report 2010
In the event of any perceived conflict of interest during
the discussion of agenda points, Mr. T.M.E. Ehret does
not participate in such discussions. Mr. F.G.H. Deckers
is the CEO of Van Lanschot N.V., a financial institution
established in The Netherlands. Kempen & Co., a subsidiary
of Van Lanschot N.V. has acted as the adviser
of the Company and may be retained as adviser for
future transactions. Mr. F.G.H. Deckers informed the
Supervisory Board that “Chinese walls” are in place
within the bank and that he is not involved in the
advisory services performed by Kempen & Co. The
Supervisory Board felt satisfied there were no conflicts
of interest in the year under review.
Regulations concerning ownership of and
transactions in shares
The Supervisory Board rules contain provisions concerning
the ownership of and transactions in shares
held by members of the Supervisory Board in Dutch
listed companies other than SBM Offshore N.V.
Remuneration and Shares held by the
members of the Supervisory Board
None of the members of the Supervisory Board receives
a remuneration that is dependent on the financial performance
of the Company. None of the current members
of the Supervisory Board reported to hold shares
(or other financial instruments) in SBM Offshore N.V.
The search for new Supervisory Board members in the
international market triggered a review of the remuneration
of the Supervisory Board. This review was
conducted with the assistance of outside remuneration
consultants and advisors who focused on:
• options for the structure of the Supervisory Board
remuneration scheme and
• on benchmarks of remuneration levels in an international
context.
The conclusions of this review were:
• The existing structure of remuneration, consisting
of retainers for the Chairman, the vice-chairman
and the members of the Supervisory Board, and a
fee for the chairman and the members of the three
committees should be maintained. The introduction
of an attendance fee was considered but was
eventually rejected on the basis that the members