2008 Annual Report - SBM Offshore

SBM Offshore Annual Report 2008 / Report of the Supervisory Board17Composition of the Committees of theSupervisory BoardIn his role as Supervisory Director, Mr. Ligthart was appointedVice-Chairman of the Supervisory Board, Chairman ofthe Audit Committee and member of the Selection &Appointment Committee. Mr. Deckers, was appointed amember of the Audit Committee.The Chairman of the Remuneration Committee, Mr. vanGelder, was appointed as a statutory director of HeijmansN.V. on 1 July 2008. In this respect, the position of Mr.van Gelder as Chairman of the Remuneration Committeeis no longer in line with best practice provision III.5.11 ofthe Dutch Corporate Governance Code. However, as theposition of Mr. van Gelder is a temporary position in a Dutchbased company primarily active on the Dutch market,the Supervisory Board is of the opinion that there is noconflict of interest and therefore the Supervisory Boardhas requested Mr. van Gelder to continue in his role asChairman of the Remuneration Committee.The newly appointed Supervisory Directors, Mr. Ehret andMr. Deckers are following an induction programme. Duringthis programme, the overall strategy of the Company,its organisation, its business model and the associatedrisks as well the general financial, social and legal affairsare presented. In addition, visits to the various executioncentres and meetings with their respective managementhave taken place or are scheduled for 2009. So far theexecution centres in Schiedam, Monaco and Houstonhave each been visited.Meetings of the Supervisory BoardIn 2008, the Supervisory Board held eight meetings, ofwhich six were regular meetings and two were extraordinarymeetings. Between meetings, there was regularcontact between the Chairman and the CEO, as well asregular contact between Supervisory Directors and theBoard of Management.The regular Supervisory Board meetings were in each casepreceded by a pre-meeting in which the following itemswere discussed: succession planning of the SupervisoryBoard, composition of the committees of the SupervisoryBoard, and composition of the Management Board. Onepre-meeting was dedicated to discussing the performanceof the Supervisory Board as a whole and its individualDirectors. In addition, the performance of the Board ofManagement and its individual members was discussedwith the CEO and continued in a private session amongstthe Supervisory Directors.All Supervisory Directors attended the Supervisory Boardmeetings on a regular basis. There were no repeatedabsences of any of the Supervisory Directors.In early May 2008, members of the Supervisory Boardtravelled to the Middle East to visit the Company’s ongoingconstruction operations in the region. The TDS drillingrig projects, the Talisman MOPUstor Yme project, andthe Chevron FPSO Frade project were all visited at theirrespective construction yard or shipyard locations. At eachsite, project management was interviewed and informationabout the project progress was provided.Other than its general activities and responsibilities aslaid down in the Articles of Association and the Rulesgoverning the Supervisory Board principles and bestpractices, the subjects that the Supervisory Board hasfollowed particularly closely in 2008 include:• strategy of the Company for achieving long-termgrowth and enhancing shareholder value, includingnew products and markets, contracting structuresand finance strategy;• succession planning for the Board of Managementand the Supervisory Board;• remuneration of the Management Board;• risk management systems and controls;