2012 Sustainability selection - SBM Offshore

the Supervisory Board to make a proposal for at least one alternative candidate within sixty days so that for each
appointment a choice can be made between at least two candidates. The Supervisory Board has resolved not to
use the option of making a binding proposal for the appointment of Managing Directors unless in situations of
threatened or actual unsolicited takeover.
The GM may at all times overrule the binding nature of a proposal by a resolution adopted by an absolute majority
of the votes cast, provided such majority represents at least one-third of the issued share capital. If one-third of
the capital is not represented at the meeting, but an absolute majority of the votes cast is in favour of a resolution
to cancel the binding nature of a nomination, a new meeting may be convened at which the resolution may be
passed by an absolute majority of the votes cast, regardless of the proportion of the capital represented at the
meeting. If a binding nomination has not been made, the GM may appoint a Managing Director at its discretion.
Suspension or Dismissal of a Managing Director
The GM may at any time suspend and dismiss Managing Directors. The resolution to suspend or dismiss a
managing director requires an absolute majority of the votes cast at the GM, such majority representing more
than one-third (1/3) of the issued share capital. If this majority does not represent at least one-third (1/3) of the
issued share capital, a new meeting can be convened in which meeting the resolution can be adopted by an
absolute majority of the votes cast.
If either the GM or the Supervisory Board has suspended a Managing Director, then the GM must resolve within
three months after the effective date of the suspension, either to remove the Managing Director, or to set aside or
maintain the suspension, failing which the suspension shall cease. A resolution to maintain the suspension may
be adopted only once and the suspension may be maintained for a period not exceeding three months as from
the day on which the GM has passed the resolution to maintain the suspension. If the GM has not resolved within
the period set for maintaining the suspension, either to remove the Managing Director or to set aside the
suspension, the suspension shall cease.
Risk Management and In Control Statement
The “In Control” statement of the Management Board, other information on Risk Management, internal assurance
and reporting systems and procedures are given in the Risk Management Part.
Sensitivity of the Results to External Factors and Variables
This subject is dealt with in the Risk Management Part later in this report.
Regulations concerning Ownership of and Transactions in Shares
The Supervisory Board and Management Board rules contain a provision with regard to the ownership of and
transactions in shares in the Company and in shares of Dutch listed companies other than SBM Offshore N.V..
This provision prohibits trading in shares other than those of the Company on the basis of share price sensitive
information obtained in the course of managing or supervising the Company’s businesses.