Annual Report 2010 - SBM Offshore

Report of the Board of Management
Appointment of the Auditor of
SBM Offshore N.V.
At the AGM of 2010, KPMG Accountants N.V. was
appointed as the auditor of SBM Offshore N.V. for a
period expiring at the closure of the accounting year
2011. At the AGM of 5 May 2011 it will be recommended
to approve the proposal to re-appoint KPMG
Accountants N.V. as the auditor of SBM Offshore N.V
for a period expiring at the closure of the accounting
year 2012. Mr. J.C.M. van Rooijen who currently is the
lead audit partner will step down after the 2011 AGM
in accordance with the standard practice within KPMG
Accountants N.V. to rotate partners every seven years.
He will be replaced as lead audit partner by Mr. P.W.G.
Smorenburg.
Stichting Continuiteit SBM
Offshore N.V.
A Foundation ‘Stichting Continuiteit SBM Offshore N.V.
(the Foundation), formerly named ‘Stichting tot Beheer
van Preferente Aandelen in SBM Offshore N.V.’, has
been established with the objective of using the voting
power on any preference shares in the Company
which it may hold at any time, in the best interests of
the Company and its stakeholders. The Foundation will
perform its role, and take all actions required, at its sole
discretion. In the exercise of its functions it will however
be guided by the interests of the Company and the
business enterprises connected with it, and all other
stakeholders, including shareholders and employees.
The Foundation is managed by a Board, the composition
of which is intended to ensure that an independent
judgement may be made as to the interests of the
Company. The Board consists of a number of experienced
and reputable former senior executives of
multinational companies. To be kept informed about
the business and interest of the Company, the CEO is
invited to attend the Foundation meetings to address
this agenda item. On a regular basis, the Board
members of the Foundation are informed about the
developments in legislation.
84 SBM Offshore – Annual Report 2010
The Board of the Foundation consists of: Mr. N. Buis,
a former CEO of Smit Internationale N.V., Mr. P.J.
Groenenboom, a former CEO of Imtech N.V., Mr. J.C.M.
Hovers, a former CEO of Stork N.V. and of Océ N.V.,
Mr. H.A. van Karnebeek, a former Vice-Chairman of the
Board of Management of Akzo and Mr. R. Voogd, a former
notary and presently a lawyer.
The Managing Directors, with the approval of the
Supervisory Board at that time, have granted a call
option to the Foundation to acquire a number of preference
shares in the Company’s share capital, carrying
voting rights, equal to one half of the voting rights carried
by the ordinary shares outstanding immediately
prior to the exercise of the option, enabling it effectively
to perform its functions as it, at its sole discretion and
responsibility, deems useful or desirable. The option
was granted on 30 March 1989. In accordance with the
by-laws of the Company, shareholders were advised of
the reasons for granting this option in the Extraordinary
GM of 28 April 1989.
In the same option agreement the Foundation granted
a put option to the Company and the Company has
decided on 3 March 2011 to definitively waive its rights
under the put option.
In the joint opinion of the Supervisory Board, the
Management Board and the Foundation board members,
the Foundation, is independent as stipulated
in clause 5:71 section 1 sub c Supervision Financial
Market Act.
The European Directive on
Take-Over bids and the
publication requirements
To meet the publication requirement as mentioned
in the Decree of 5 April 2006 relating to Article 10 of
Directive 2004/25/EC on take-over bids of 21 April
2004 of the European Parliament and the Council of the
European Union, the following information is provided:
• the articles of association do not provide for any
limitation of the transferability of the ordinary shares;
• the voting right is not subject to any limitation;