2008 Annual Report - SBM Offshore

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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;
18 SBM Offshore Annual Report 2008 / Report of the Supervisory Board• corporate social responsibility;• safety performance;• developments in legislation and corporategovernance regulations and best practice;• meetings with senior staff in Houston and Monaco;• material tenders and contract awards;• impact on the Company of the financial crisis;• Company’s storage vessel operations in Myanmar.An extraordinary Supervisory Board meeting was heldon 11 July 2008. The Management Board informed theSupervisory Board of the unexpected increase in costoverruns on two major projects and the consequence ofa downward adjustment to the US$ 280 million net resultforecast. The Management Board made an announcementto the financial markets on the same day.The Management Board assigned a third party to analysethe cost overruns and the business processes appliedon some major contracts. This report was distributed bythe Management Board to the Supervisory Board anddiscussed in the subsequent meeting. More information canbe found in the Report of the Board of Management.In the second extraordinary Supervisory Board Meeting,the Supervisory Board reviewed the recommendation ofthe Management Board (upon award of the BP AngolaFPSO frame contract) to proceed with Sonangol on thejoint development of a construction and integration yard atPorto Amboim (Angola) in order to secure the local contentrequirements of this and future contracts. To assess thefinancial analysis and investment risks, this meeting waspreceded by an extraordinary Audit Committee meeting.Independency of the Supervisory DirectorsThe personal details, gender, term of (re)appointment andposition within the various committees of each SupervisoryDirector are described in the Information section, at theend of this report.The Supervisory Board confirms that all members areindependent as mentioned under BP IIII.2.2 of the CorporateGovernance Code, except for Mr. Keller who was, priorto his appointment, the CEO of the Company. In additionto his position as a Supervisory Director of the Company,Mr. Ehret is also a non-executive director of Acergy S.A.,an engineering and construction company. In the eventof any perceived conflict of interest during discussion ofagenda points, Mr. Ehret does not participate in suchdiscussions.Meetings of the Supervisory BoardCommitteesAudit CommitteeThe Audit Committee convened for six regular meetings in2008, with one additional meeting, as mentioned above,which reviewed the Angolan construction yard investment.The regular Audit Committee meetings were held on theafternoon preceding the Supervisory Board meeting, inwhich the Audit Committee Chairman reported on theprincipal issues discussed. The complete minutes of themeeting of the Audit Committee were reviewed in the nextmeeting of the Supervisory Board. The CEO, CFO andthe external auditor attended all the meetings. On eachoccasion, a separate discussion was held with the externalauditor without the CEO or CFO being present.
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SBM Offshore N.V.Schiedam (The Neth
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2008 Annual Report - SBM Offshore

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