2008 Annual Report - SBM Offshore

16 SBM Offshore Annual Report 2008 / Report of the Supervisory BoardReport of the SupervisoryBoardIntroductionThe Supervisory Board of SBM Offshore N.V., herebypresents the Annual Report 2008 incorporating the FinancialStatements to be discussed and adopted in the AnnualGeneral Meeting of Shareholders on Thursday 14 May2009. The Financial Statements have been audited bythe external auditors, KPMG Accountants N.V. Theirfindings have been discussed with the Audit Committeeand the Supervisory Board in the presence of the Board ofManagement. The auditors have expressed an unqualifiedopinion on the Financial Statements.The Supervisory Directors have signed the annual FinancialStatements pursuant to their statutory obligations underarticle 2:101 (2) of the Dutch Civil Code.The members of the Management Board have signed theannual Financial Statements pursuant to their statutoryobligations under article 2: 101(2) of the Dutch CivilCode and article 5:25c (2) ( c ) of the Financial MarketSupervision Act.In the context of the financial crisis and with the objectiveof demonstrating its confidence that the failure to meet theguidance has been an exceptional event the ManagementBoard has made a dividend proposal at the same levelas last year 2007, US$ 0.93 per share, and, in order tomaintain balance sheet flexibility and predictable cash flowthe dividend will, exceptionally, be payable 50% in cashand 50% in shares. The Supervisory Board is in agreementwith the proposal made.Composition of the Supervisory BoardAt the Annual General Meeting (AGM) of 15 May 2008,Mr. J.D.R.A. Bax and Mr. R.H. Matzke stepped down.The shareholders reappointed Mr. L.J.A.M. Ligthart andappointed Mr. F.G.H. Deckers, Mr. T. Ehret and Mr. D.H.Keller as Supervisory Directors.Mr. R. van Gelder has reached the end of his first four-yearterm as a Supervisory Director, of which for the past twoyears he was Chairman of the Remuneration Committee.Mr. van Gelder’s all-round knowledge of contractingindustries and Corporate Governance matters have beenof significant benefit to the Company and the SupervisoryBoard will propose to the AGM of 2009 to reappoint Mr.van Gelder for a second four-year term.Assembly of the MOPUstor substructure