Annual Report 2010 - SBM Offshore

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• no agreement has been concluded with any shareholder that could give rise to any limitation of shares or any limitation of the voting rights; • the appointment, suspension and discharge of members of the Management Board and Supervisory Board are set out in this ‘Corporate Governance’ section; • the procedure for alteration of the articles of association is mentioned in this Corporate Governance section; • in the employment agreement between the Company and each of the current members of the Management Board a change of control clause is included. A severance payment amounting to no more than one year base salary will be paid if the employment contract would be terminated due to a change of control by a public take over bid. The Supervisory Board will have the discretionary power to settle the termination conditions; • a subsidiary of SBM Offshore N.V. has a revolving credit facility of US$ 750 million under which the agreement of the participating banks must be obtained in the event of a change in control of the Company after a public takeover bid has been made; • exceptionally, certain charters contain clauses to the effect that the prior consent of the client is required in case of a change of control or merger or where the company resulting from such change of control Report of the Board of Management or merger would have a lower financial rating or where such change of control or merger would affect the proper execution of the contract. In addition, local bidding rules and regulations (e.g. in Brazil for Petrobras) may require client approval for changes in control affecting the charter. The following information is provided at the Corporate Governance Page on the website of the Company (www.sbmoffshore.com): • Articles of association; • Company code of conduct; • Supervisory Board rules, including rules for the three committees of the Supervisory Board; • Supervisory Board profile and retirement schedule for its members; • Management Board rules; • Rules for reporting of alleged irregularities of a general, operational or financial nature (‘Whistleblowing’ rules); these rules are designed to enable employees to report alleged irregularities without jeopardising their employment position and are also available on the Company’s intranet site; • Remuneration policy; • Regulations concerning inside information and the holding of and effecting transactions in shares and other financial instruments; • Agenda, minutes, resolutions and presentations given at previous GMs. Detail of the Riser Turret Mooring of the FPSO Okha SBM Offshore – Annual Report 2010 85
Report of the Board of Management Risk Management Introduction The Company has progressed in developing its Corporate Governance systems mainly based on the COSO II Enterprise Risk Management model as well as developments in ISO 31000. The Internal Audit team has been strengthened again in 2010 to meet the increased audit requirements. The objective of efficient and effective control of all business and support activities has been raised by Management to the level of a strategic priority. This is best achieved by ensuring that responsibility and accountability are delegated to the business managers who are also responsible to develop, document and demonstrate effective business processes and controls. Company Management review and approve the processes and controls to ensure their adequacy. This is however a long term programme and improvements will be sought on a continual basis. Company Risk Management Cube Strategy Internal environment Objectives Risk Management Controls Information systems Internal assurance Operations Reporting 86 SBM Offshore – Annual Report 2010 Compliance Support services Production operations Project execution Marketing sales This cube has been developed from the COSO Enterprise Risk Management model to represent the scope of Corporate Governance as it applies to SBM Offshore. As put forth by COSO (www.coso.org), the front face lists the Activities that go on in the Group to maintain and improve Corporate Governance. The top recalls the categories of Commitments that the Group has towards its stakeholders. The right hand side reflects the Organisational Levels of the Group; we call these the Business Operating Areas. Of course, these should not be considered simply as faces but as seams that run through the 3D model. Internal environment The continued growth of the Company requires Management to support the development of an integrated control environment. Particular attention has been given to the internal environment by raising the profile and importance of risk management, process control effectiveness and compliance. Continued emphasis is being applied to improve role definitions, responsibility and accountability and training. Employee assessments and rewards include compliance as a criterion affecting remuneration incentives. Objectives, performance measurement and reporting are all areas where Management has started a concerted and explicit effort to improve and these programs are communicated within the Company to encourage compliance. Objectives The Company’s objectives are translated down to the individual level in the organisation to ensure alignment and provide reasonable assurance that the overall Company objectives will be met. Performance is measured against set objectives and specific actions are undertaken to correct deficiencies or failures to meet objectives where appropriate. In 2010, focus was placed on revising the Company Group Management System (GMS) processes to more explicitly demonstrate how Company objectives are cascaded down to detailed activities. This effort will be pursued through 2011.
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Annual Report 2010
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Financial Review / Financial Statem
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1 2 Overview 11 Message from the CE
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Semi-Submersible Drilling Rig Tensi
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Deck view of the FPSO Espirito Sant
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I am pleased to report that the Com
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Highlights 2010 Financial • Turno
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Shareholders As the shares are bein
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Corporate Strategy In line with the
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Lease and Operate The lease and ope
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World Map of SBM Offshore Project E
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Annual Report 2010 - SBM Offshore

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