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Annual Report 2010 - SBM Offshore

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Supervisory Board and has been discussed with the<br />

Company’s external auditors.<br />

The Company’s structure with respect to Internal<br />

Assurance and the interactions between the key players<br />

are summarised in the “three lines of defence”<br />

model presented below.<br />

The Company tested compliance with its key controls<br />

with satisfactory overall results and the Management<br />

Board considers that in respect of financial reporting:<br />

• risk management systems and internal control<br />

measures provide reasonable assurance that financial<br />

reports do not contain any material inaccuracies;<br />

• there are no indications that risk management systems<br />

and internal control measures did not work<br />

properly in <strong>2010</strong>.<br />

The above however does not imply that the Company<br />

can provide certainty as to the realisation of business<br />

and financial strategic objectives, nor can the<br />

Company’s approach to internal control over financial<br />

reporting be expected to prevent or detect all misstatements,<br />

errors, fraud or violation of law or regulations.<br />

In view of the above, the Management Board believes<br />

that it is in compliance with the requirements of II.1.4<br />

of the Dutch Corporate Governance Code taking<br />

Interactions between In-control key players<br />

Internal<br />

Assurance<br />

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

Full In-control<br />

statements<br />

1 st<br />

Level of Control<br />

Operational<br />

Management:<br />

- Group<br />

Management<br />

System;<br />

- Internal Control;<br />

- IT & Systems<br />

Board of Management<br />

2 nd<br />

Level of Control<br />

Regulatory<br />

Compliance<br />

Risk Management<br />

INTERNAL ASSURANCE<br />

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

into account the recommendations of the Corporate<br />

Governance Monitoring Committee and the recent best<br />

practice provisions of the Amended Code.<br />

Compliance statement<br />

Due to the implementation of the European<br />

Transparency Directive in the Dutch Financial Markets<br />

Supervision Act (Wet op het financieel toezicht) the<br />

Management Board confirms to the best of its knowledge<br />

that:<br />

• the annual Financial Statements for the year ended<br />

31 December <strong>2010</strong> give a true and fair view of the<br />

assets, liabilities, financial position and profit and<br />

loss of <strong>SBM</strong> <strong>Offshore</strong> N.V. and its consolidated<br />

companies;<br />

• the additional management information disclosed<br />

in the <strong>Annual</strong> <strong>Report</strong> gives a true and fair view of<br />

<strong>SBM</strong> <strong>Offshore</strong> N.V. and its related companies as at<br />

31 December <strong>2010</strong> and the state of affairs during<br />

the financial year to which the report relates, and the<br />

<strong>Annual</strong> <strong>Report</strong> also describes the principal risks facing<br />

<strong>SBM</strong> <strong>Offshore</strong> N.V.<br />

Management Board<br />

Mr. A.J. Mace, CEO<br />

Mr. M.A.S. Miles, CFO<br />

Supervisory Board / Audit Commitee<br />

Quality Assurance<br />

(detective controls)<br />

3 rd<br />

Level of Control<br />

Internal<br />

Audit Dept<br />

External Audit<br />

(requested by law)<br />

Certication<br />

Institutions<br />

(mandated by<br />

third parties)<br />

EXTERNAL ASSURANCE<br />

<strong>SBM</strong> <strong>Offshore</strong> – <strong>Annual</strong> <strong>Report</strong> <strong>2010</strong> 95

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