2012 Sustainability selection - SBM Offshore

Suspension or Dismissal of a Supervisory Director
A resolution to suspend or dismiss a Supervisory Director may be passed only by the General Meeting with an
absolute majority of the votes cast, 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 the General Meeting has suspended a Supervisory Director, then the GM must resolve within three months after
the effective date of the suspension, either to remove the Supervisory 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 General Meeting has passed the resolution to maintain the suspension. If the General Meeting has not
resolved within the period set for the maintaining of the suspension either to remove the Supervisory Director or to
set aside the suspension, the suspension shall cease.
Conflicts of Interest
The Supervisory Board report mentions how conflict of interest matters are being dealt with. All Supervisory Board
members are independent from the Company within the meaning of best practice provision III.2.2 of the Code.
None of the members is a member of the management board of a Dutch listed company in which a member of the
Management Board of the Company is a Supervisory Board member. There are no interlocking directorships.
None of the members represent directly or indirectly a shareholder of the Company or a supplier or customer of
the Company. None of the members of the Supervisory Board provides any services to or has any direct or
indirect ties with SBM Offshore outside his/her Supervisory Board membership.
In addition to his position as a Supervisory Director of the Company, Mr. T.M.E. Ehret is also a non-executive
director of Dockwise Ltd. a supplier of logistical services for large and heavy structures and a member of the
Supervisory Board of Huisman B.V., an offshore equipment design and manufacturing company. In the event of
any perceived conflict of interest during the discussion of agenda points, Mr. T.M.E. Ehret does not participate in
such discussions.
Until 1 February 2013, Mr. F.G.H. Deckers was the CEO of Van Lanschot N.V., a financial institution established
in The Netherlands. Kempen & Co., a subsidiary of Van Lanschot N.V. has acted as adviser of the Company and
may be retained as adviser for future transactions. Mr. F.G.H. Deckers informed the Supervisory Board that
“Chinese walls” are in place within the bank and that he is not involved in the advisory services performed by
Kempen & Co. nor would be involved should Kempen & Co. provide services in the future.
Mr. F.J.G.M. Cremers is a member of the Supervisory Board of Parcom Capital Management B.V. with whom the
Company entered into a transaction for the sale of its GustoMSC business, which was completed on 28
November 2012. Mr. F.J.G.M. Cremers informed the SB of this possible conflict and did not participate in the
decision making regarding the selection of Parcom Capital Management B.V. and the eventual sale of the
GustoMSC business to one of its investment funds. Parcom Capital Management B.V. from its side confirmed that
Mr. F.J.G.M. Cremers informed its supervisory board of the possible conflict and did not participate in the decision
making concerning the acquisition of the Company’s GustoMSC business.
The Supervisory Board feels satisfied there were no conflicts of interest in the year under review.