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Annual Report 2010 - SBM Offshore

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<strong>Report</strong> of the Board of Management<br />

<strong>Report</strong>ing<br />

The main external reports are the <strong>Annual</strong> <strong>Report</strong>,<br />

Half-year <strong>Report</strong>s, quarterly Trading Updates, the<br />

Sustainability <strong>Report</strong> and the published Analyst<br />

Presentations.<br />

Financial reporting risks are mitigated through procedures,<br />

controls and international accounting standards.<br />

In <strong>2010</strong>, a complete review of the financial reporting<br />

process was performed by an appointed project team<br />

working with the assistance of qualified consultants<br />

(Internal Control over Financial <strong>Report</strong>ing (ICOFR)).<br />

The objectives and risks were assessed and the control<br />

system redesigned to further consolidate the “in<br />

control” statement in respect of financial reporting.<br />

The critical controls giving assurance for the reliability<br />

of Financial reporting in <strong>2010</strong> have been compliance<br />

tested with good overall results.<br />

Every lease and operate contract, major project<br />

under construction and subsidiary result is reported<br />

on a monthly basis and reviewed by the Board of<br />

Management. The report incorporates the original<br />

budgets, approved change orders and costs incurred<br />

to date, together with any important positive or negative<br />

variances incurred or identified as likely to be<br />

incurred, with explanations. Once per quarter, the status<br />

of the major projects and subsidiaries are reported<br />

to the Supervisory Board.<br />

The operating units’ results are consolidated in a report<br />

to the Board of Management and the Supervisory<br />

Board. External financial reporting consists of the midyear<br />

and full-year financial statements. The irregular<br />

nature of the new order intake and project deliveries<br />

can cause significant variations from one quarter to<br />

another in the Turnkey Systems reporting segment.<br />

Detailed quarterly figures are therefore not published,<br />

but trading updates are issued after the end of the first<br />

and third quarters.<br />

The Company employs appropriately qualified and<br />

competent professionals and a seminar is held each<br />

year for key financial staff to review specific accounting,<br />

fiscal or other topics. An annual tax review<br />

meeting is also held, attended by key finance staff and<br />

tax managers from respective Group companies, and<br />

external advisors.<br />

Compliance<br />

Operations span many diversified jurisdictions with<br />

employees and assets present in each location,<br />

and diligence is required of the organisation and its<br />

94 <strong>SBM</strong> <strong>Offshore</strong> – <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong><br />

individuals to ensure compliance with applicable laws<br />

and regulations.<br />

A dedicated function exists to manage the regulatory<br />

requirements on projects and preserve the knowledge<br />

within the Company and it is intended to further consolidate<br />

all regulatory compliance activities under a<br />

single reporting line in 2011. For environmental, health<br />

and safety legislation, an independent firm is used in<br />

the first instance to gain an overview of requirements<br />

and obtain specialist advice where required. Clients are<br />

also helpful to assist in this process and provide valuable<br />

information.<br />

A Classification Society is always engaged for floating<br />

projects to give third party approval of engineering,<br />

construction and International Marine Organisation<br />

Convention certification. The Classification Society will<br />

conduct regular surveys to keep vessels in a valid Class<br />

Certificate, which is a requirement for insurance and<br />

maritime authorities.<br />

When entering an unfamiliar jurisdiction, advice is taken<br />

from legal and tax specialists about the country specific<br />

legal and tax obligations. The Company maintains a<br />

system of continual updating and direct inquiry in the<br />

countries in which it operates.<br />

Corporate Governance compliance is monitored and<br />

advised by the Corporate Secretary. Formal procedures<br />

and systems are in place and will be further developed<br />

for confirming compliance with Company rules<br />

concerning Code of Conduct, Inside Information and<br />

<strong>Report</strong>ing of Irregularities.<br />

The activities and Commitments described above apply<br />

to all of <strong>SBM</strong> <strong>Offshore</strong>’s Business Operating Areas,<br />

i.e. Sales & Marketing, Project execution, Production<br />

operations and Support services.<br />

Internal control and Risk<br />

Management<br />

The Dutch Corporate Governance Code under section<br />

II.1.4 requires the Management Board to examine strategic,<br />

operational, legal and regulatory, and financial<br />

reporting risks. The Management Board confirms that it<br />

is responsible for the Company’s risk management and<br />

internal control systems and has performed reviews<br />

of their operational effectiveness for the year ended<br />

31 December <strong>2010</strong>. The outcome of this review and<br />

analysis as well as planned improvements for 2011,<br />

has been shared with the Audit Committee and the

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