2012 Sustainability selection - SBM Offshore

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Regulations concerning Ownership of and Transactions in Shares The Supervisory Board rules contain provisions concerning the ownership of and transactions in shares held by members of the Supervisory Board in Dutch listed companies other than SBM Offshore N.V.. Remuneration – Shares held by the Members of the Supervisory Board None of the members of the Supervisory Board receives a remuneration that is dependent on the financial performance of the Company. None of the current members of the Supervisory Board has reported holding shares (or other financial instruments) in SBM Offshore N.V.. The fee level and structure of the Supervisory Board and its sub-committees is published in the remuneration report of this report. The total remuneration of the members of the Supervisory Board amounted to US$ 789,000 (2011: US$ 812,000). For the individual remuneration, please refer to note 4 to the consolidated financial statements. These amounts are gross amounts per year. Diversity The Supervisory Board rules state that the composition of the Supervisory Board shall be such that the combined experience, expertise and independence of its members enables the Supervisory Board to best carry out the full range of its responsibilities. The Supervisory Board considers that its current composition satisfies the best that is obtainable in this segment in terms of diversity, age, nationality (five different nationalities), financial and business management expertise and international experience in the oil and gas industries. A first step towards gender diversity has been made with the appointment at the AGM of 5 May 2011 of Mrs. K.A. Rethy to the Supervisory Board. Sustainability / Corporate Social Responsibility The Company publishes each year a Sustainability report, formerly entitled Corporate Social Responsibility (CSR) report. In this report, the Management Board reports on the different Sustainability issues which are relevant to the Company. CSR issues which are relevant to the Company’s business, more particularly Health, Safety, Security and Environmental matters, but also social engagement matters were discussed with and taken into consideration at the Technical and Commercial Committee and by the Supervisory Board.
3.5.5 Shareholders Share Capital At the AGM of 5 May 2011 a proposal was submitted to shareholders to amend the Articles of Association to increase the authorised share capital from 200,000,000 ordinary shares to 400,000,000 ordinary shares with a nominal value of € 0.25 and from 50,000,000 protective preference shares with a nominal value of € 1.00 to 400,000,000 protective preference shares with a nominal value of € 0.25, i.e. aligned with the nominal value of the ordinary shares. The preference shares can be issued as a protective measure as explained below in the section on the Stichting Continuiteit SBM Offshore N.V.. The evolution of the number of issued ordinary shares is set out in section 1 under Stakeholders information. On 20 December 2012, the Company announced having placed 17,111,757 ordinary shares with HAL Investments B.V.. In a notification made the same day to the Autoriteit Financiële Markten, the Dutch financial markets regulator, HAL Trust notified holding (through Hal Investments B.V.) 25,152,814 ordinary shares, or 13.30% of the total issued share capital of the Company. As per 31 December 2012, 189,142,215 (2011: 171,440,416) ordinary shares are issued. No preference shares have been issued. General Meeting of Shareholders Every year the AGM shall be held within 6 months after the start of a new calendar year. The agenda for this meeting shall include the following standard items: (i) the report of the Management Board concerning the Company's affairs and the management as conducted during the previous financial year, (ii) the report of the Supervisory Board and its committees, (iii) the adoption of the Company’s annual accounts, the allocation of profits and the approval of the dividend, (iv) the discharge of the Management Board and of the Supervisory Board, (v) Corporate Governance, (vi) the (re)appointment of the external accountant of the Company, (vii) the delegation of authority to issue shares and to restrict or exclude pre-emptive rights and (viii) the delegation of authority to purchase own shares and (ix) the composition of the Supervisory Board and of the Management Board. In addition, certain specific topics may be put on the agenda by the Supervisory Board. Extraordinary GMs can be held whenever the Management Board and/or the Supervisory Board shall deem desirable. The GMs can be held in Schiedam, Rotterdam, The Hague, Amsterdam or Haarlemmermeer (Schiphol). Agenda of the Meeting Proposals of persons who are entitled to attend the shareholders meetings will only be included in the agenda if such proposal is made in writing to the Management Board not later than sixty (60) days before that meeting. The proposals can be made by persons who are entitled to attend GMs, solely or jointly representing shares amounting to at least 1% of the issued share capital, or with a market value of at least fifty million euro (€ 50,000,000), unless this would be contrary to important interests of the Company.
Page 2 and 3: Table of Contents 1.1 Message from
Page 4 and 5: So what of our achievements within
Page 6 and 7: Business Model The Group generates
Page 8 and 9: 1.3 Snapshot 2012 Snapshot 2012 (US
Page 10 and 11: 1.4 Stakeholders Information 1.4.1
Page 12 and 13: 1.4.6 Stakeholders Engagement SBM O
Page 14 and 15: 1.5.3 Continued Focus on Core Produ
Page 16 and 17: 1.5.7 Partnerships The increasing s
Page 18 and 19: Develop and Promote Sustainable Tec
Page 20 and 21: 1.6.4 Employment Standards SBM Offs
Page 22 and 23: 1.7 SBM Offshore World Map
Page 24 and 25: Compliance Officer (CGCO) to lead t
Page 26 and 27: 3.1.5 Sustainability The Group's tr
Page 28 and 29: FPSO OSX-2 Refurbishment and life e
Page 30 and 31: 3.1.8 Turnkey Services The Turnkey
Page 33 and 34: 3.4 Product and Technology Developm
Page 35 and 36: Offshore Floating Solutions SBM Off
Page 37 and 38: 3.5 Corporate Governance 3.5.1 Corp
Page 39 and 40: Shares held by Members of the Manag
Page 41 and 42: Review and Reporting A protocol has
Page 43: Suspension or Dismissal of a Superv
Page 47 and 48: Major Shareholders The Financial Ma
Page 49 and 50: former CEO of Stork N.V. and of Oc
Page 51 and 52: 3.6 Risk Management 3.6.1 Process a
Page 53 and 54: Developments for 2013 Execution Cen
Page 55 and 56: • Outsourcing construction work t
Page 57 and 58: Performance If vessel/FPSO fails to
Page 59 and 60: Lease Risk Ten main risk factors ar
Page 61 and 62: Litigation Periodically, the Group
Page 63 and 64: 3.6.4 Compliance Statement Due to t
Page 65 and 66: framework of its supplier qualifica
Page 67 and 68: 3.8 HSSE 3.8.1 Introduction SBM Off
Page 69 and 70: of new initiatives that the Group p
Page 71 and 72: Supervisory Safety in Construction
Page 73 and 74: 3.8.4 Security Management Ensuring
Page 75 and 76: Environmental Loss Statistics The C
Page 77 and 78: 3.9 Human Resources 3.9.1 Introduct
Page 79 and 80: software. Over the last few years,
Page 81 and 82: 3.9.8 Social Responsibility Indeed,
Page 83 and 84: The total headcount is based on all
Page 85: Absenteeism and Turnover The averag
Page 88 and 89: atio of 80%. The development of Pae
Page 90 and 91: Vendor Relationship Management Supp
Page 92 and 93: Improvements in more Details The im
Page 94 and 95:
5.1.2 Environmental Reporting The e
Page 96 and 97:
5.2 Performance Indicators 5.2.1 Ec
Page 98 and 99:
Health, Safety and Security HSS Acc
Page 100 and 101:
Other Atmospheric Emissions excludi
Page 102 and 103:
Permanent and Contractors Employees
Page 104 and 105:
Permanent Employees Turnover by Age
Page 106 and 107:
5.3 Notes 5.3.1 Note 1 The exposure
Page 108:
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2012 Sustainability selection - SBM Offshore

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