Annual Report 2010 - SBM Offshore

of the Supervisory Board are meant to attend all the
meetings of the Supervisory Board and the relevant
committee meetings for which no specific fee should
be attributed.
• The level of remuneration on offer must be such
that the Company remains competitive in recruiting
in the relevant international market, in order to
attract internationally oriented, qualified and expert
persons. The then current level of remuneration was
found to be uncompetitive in an international context
and did not recognise sufficiently the ever growing
level of commitment in time and effort by the
Chairman, the chairmen of the committees and the
other Supervisory Board members, nor did it recognise
the commitment to permanent education and
the requirement to develop skills and knowledge by
attending boardroom development programmes.
The proposed and approved fee level and structure
of the Supervisory Board is published on page 34 of
section 2 of this report.
The total remuneration of the members of the
Supervisory Board amounted to US$ 546,000 (2009:
US$ 433,000). For the individual remuneration, please
refer to note 4 to the consolidated financial statements.
These amounts are gross amounts per year.
Diversity
The Supervisory Board rules state that the composition
of the Supervisory Board shall be such that the combined
experience, expertise and independence of its
members enables the Supervisory Board to best carry
out the full range of its responsibilities.
The Supervisory Board considers that its current
composition satisfies the best practice of diversity in
terms of financial and business management expertise
and international experience in the oil and gas industries.
The Supervisory Board has the intention in the
future to achieve gender diversity and has asked its
Appointment and Remuneration Committee, dealing
with selection and appointment matters to specifically
take this into account in the selection process of any
new Supervisory Directors. There is already adequate
diversity in terms of age (born between 1943 and 1952)
and nationality (four different nationalities).
Sustainability / Corporate Social
Responsibility
Report of the Board of Management
The Company publishes each year a Sustainability
report, formerly entitled Corporate Social Responsibility
(CSR) report. In this report, the Management Board
reports on the different Sustainability issues which are
relevant to the Company. CSR issues which are relevant
to the Company’s business were discussed with
and taken into consideration by the Supervisory Board.
Shareholders
Share capital
The authorised share capital of the Company is one
hundred million euro (€100,000,000). This share capital
is divided into two hundred million (200,000,000)
Ordinary Shares with a nominal value of twenty-five
eurocent (€0.25) each and fifty million (50,000,000)
Preference Shares, with a nominal value of one euro
(€1) each. As per 31 December 2010, 168,667,512
(2009:164,459,980) ordinary shares are issued. No preference
shares have been issued. The preference shares
can be issued as a protective measure as explained
below in the section on the Stichting Continuiteit
SBM Offshore N.V. The evolution of the number of
issued ordinary shares is set out in section 1 under
Shareholder information.
A proposal to amend the Articles of Association will
be submitted to shareholders for approval at the AGM
of 5 May 2011. One of the proposed amendments
relates to an increase of the authorised share capital
from the current 200,000,000 ordinary shares to
400,000,000 ordinary shares with a nominal value of
EUR 0.25 and from the current 50,000,000 protective
preference shares with a nominal value of EUR 1.00
to 400,000,000 protective preference shares with a
nominal value of EUR 0.25, i.e. aligned with the nominal
value of the ordinary shares.
General Meeting of Shareholders
Every year the AGM shall be held within 6 months after
the start of a new calendar year. The agenda for this
meeting shall include the following standard items: (i)
the report of the Management Board concerning the
Company's affairs and the management as conducted
SBM Offshore – Annual Report 2010 79