Annual Report 2010 - SBM Offshore

Report of the Board of Management
during the previous financial year, (ii) the report of the
Supervisory Board and its committees, (iii) the adoption
of the Company’s annual accounts and of the allocation
of profits, (iv) Corporate Governance, (v) the discharge
of the Management Board and of the Supervisory
Board, (vi) the composition of the Supervisory Board
and of the Management Board, (vii) the (re)appointment
of the external accountant of the Company, (viii) the
delegation of authority to issue shares and to restrict
or exclude pre-emptive rights and (ix) the delegation
of authority to purchase own shares. In addition, certain
specific topics may be put on the agenda by the
Supervisory Board.
Extraordinary GMs can be held whenever the
Management Board and/or the Supervisory Board shall
deem desirable.
The GMs can be held in Schiedam, Rotterdam, The
Hague, Amsterdam or Haarlemmermeer (Schiphol).
Agenda of the meeting
Proposals of persons who are entitled to attend the
shareholders meetings will only be included in the
agenda if such proposal is made in writing to the
Management Board not later than sixty (60) days before
that meeting. The proposals can be made by persons
who are entitled to attend GMs, solely or jointly representing
shares amounting to at least 1% of the issued
share capital, or with a market value of at least fifty million
euro (€50,000,000), unless this would be contrary
to important interests of the Company.
Responsibility of shareholders
In accordance with best practice IV.4.4. of the
Corporate Governance Code, a shareholder shall
exercise the right of putting an item on the agenda
only after having consulted the Managing Board. If
one or more shareholders intend to request that an
item be put on the agenda that may result in a change
in the Company’s strategy, e.g. through the dismissal
of one or more members of the Managing Board or
of the Supervisory Board, the Managing Board shall
be given the opportunity to stipulate a reasonable
response period. The shareholder shall respect the
response period as stipulated by the Managing Board
which may not exceed 180 days. The Managing Board
80 SBM Offshore – Annual Report 2010
shall use the response time for further deliberation
and constructive consultation under the monitoring
of the Supervisory Board and shall closely involve the
Supervisory Board in this process.
Attendance and voting rights
at the meeting
With reference to the articles of association, all
Shareholders are entitled to attend the GMs, to address
the GM and to vote. At the GM each Ordinary Share
with a nominal value of EUR 0.25 each shall confer the
right to cast one (1) vote. Each protective preference
share with a nominal value of EUR 1.00 each shall confer
the right to cast four (4) votes, when issued. Subject
to the approval of the amendment of the Articles of
Association which will be submitted to shareholders’
approval at the AGM of 5 May 2011, the nominal value
of ordinary and protective preference shares shall be
the same and each ordinary share or protective preference
share (when issued) shall carry the same voting
right. Unless otherwise required by the law and articles
of association all resolutions shall be adopted by an
absolute majority of votes.
The Code’s principles also require that proxy voting
means are made available, with the intention of maximising
shareholder participation in GMs of the Company.
At the GM of 14 April 2010 a proxy voting system was
provided through the Royal Bank of Scotland (RBS)
and Algemeen Nederlands Trustkantoor B.V. (ANT) as
independent third party.
At the AGM of 14 April 2010, 57,803,607 ordinary
shares participated in the voting, equal to 34.48%
(2009:24.36%) of the then total outstanding share capital
of 164,474,980 ordinary shares.
At the EGM of 6 July 2010, 58,481,088 ordinary shares
participated in the voting, equal to 35.5% of the then
outstanding capital of 167,898,955 ordinary shares.
All the proposed resolutions were approved with a vast
majority of the votes. The outcome of the voting was
posted on the Company’s website on the day following
the respective meeting.