2012 Sustainability selection - SBM Offshore

3.5 Corporate Governance
3.5.1 Corporate Governance Structure
SBM Offshore N.V. is a limited liability company (“Naamloze Vennootschap”) incorporated under the laws of The
Netherlands with its statutory seat in Rotterdam and is listed on the Amsterdam NYSE Euronext exchange. The
Company has a two tier board, a Supervisory Board and a Management Board. Each Board has its specific role
and task regulated by the Corporate Governance Code, laws, the articles of association and the Supervisory and
Management Board rules.
When applicable, the Company will submit major changes in the corporate governance structure of the Company
and in the compliance of the Company with the Corporate Governance Code (CGC) to the General Meeting of
Shareholders under a separate agenda item.
3.5.2 Dutch Corporate Governance Code
In this section of the Annual Report, the Company reports on compliance with the Code.
Save as indicated under "Mandates with Third Parties" below, SBM Offshore complies with all applicable
principles and best practices provisions.
3.5.3 Management Board
The Management Board consists of three statutory directors, the Chief Executive Officer (CEO), Mr. Bruno
Chabas, the Chief Financial Officer (CFO), Mr. Peter van Rossum and the Chief Governance and Compliance
Officer (CGCO), Mr. Sietze Hepkema. All three members of the Management Board have taken up their
assignment as statutory directors during the year 2012. The statutory directors and non-statutory directors form
together the Board of Management. In the year under review the non-statutory directors were the Chief Operating
Officer (COO), Mr. Jean-Philippe Laurès and the Chief Technology Officer (CTO), Mr. Michael Wyllie.
Duties of the Management Board
The Company is managed by the Management Board, under the supervision of the Supervisory Board. Each year
the Management Board presents to the Supervisory Board, the strategy of the Company and the operational and
financial objectives designed to implement the strategy. The Operating Plan 2013 which includes the budget has
been discussed with and received the support of the Supervisory Board at the meeting of 12 December 2012 and
a special session was dedicated to the Company’s strategic plan 2013-2015 on the same day.
Appointment of a Statutory Director (Managing Director)
Managing Directors shall be appointed by the General Meeting of Shareholders (GM). A Managing Director is
appointed for a maximum period of four years, and unless a Managing Director resigns earlier, his/her
appointment period shall end on the day of the first Annual General Meeting (AGM) that will be held four years
after the appointment. A Managing Director may be reappointed for further consecutive terms of up to four years
each.
In case of an appointment of one or more Managing Directors, the Supervisory Board may make a binding or a
non-binding proposal to the GM. As far as it concerns a binding nomination, the Management Board shall invite