2008 Annual Report - SBM Offshore

More documents

Recommendations

Info

SBM Offshore Annual Report 2008 / Report of the Supervisory Board21Remuneration ReportThe Remuneration Report serves to inform shareholdersand other stakeholders on the remuneration of the membersof the Management Board. The report has been preparedby the Remuneration Committee. It is divided into thefollowing separate sections:• benchmark the various components of theremuneration package of the members of theManagement Board; and• review and analyse the interpretation andimplementation of the Remuneration Policy thatapplied in 2005, 2006 and 2007 (hereafter referredto as the “RP2005”).Section 1: IntroductionSection 2: About the Remuneration CommitteeSection 3: Summary of Remuneration Policy 2008Section 4: Management Board's remunerationSection 5: Outlook for 2009Section 6: Dutch Corporate Governance CodeSection 1: IntroductionIn 2008, the Remuneration Committee took a number ofspecific actions in respect of executive remuneration.Based on the results of this in-depth remuneration review,the Supervisory Board submitted a proposal to amend theRemuneration Policy to the AGM on 15 May 2008, whichadopted the new Remuneration Policy (applicable as from2008), hereafter referred to as “RP2008”. A summary ofthe RP2008 is set out in Section 3 of this report.Secondly, the AGM of 15 May 2008 approved the followingchanges in the composition of the Management Board:Firstly, the Remuneration Committee engaged the servicesof independent remuneration consultants, in order to:• Mr. D.H. Keller retired as CEO of the Companyeffective 15 May 2008;• Mr. A.J. Mace was appointed CEO of the Companyas from 15 May 2008;• Mr. M.A.S. Miles, CFO, was appointed ManagingDirector (formerly: Director) as from 15 May 2008.SBM Offshore workers
22 SBM Offshore Annual Report 2008 / Report of the Supervisory BoardThe Remuneration Committee prepared remunerationproposals with respect to Mr. Mace and Mr. Miles, whichare covered by new employment contracts. These havebeen formulated in accordance with the relevant principlesand best practice provisions of the Dutch CorporateGovernance Code and the RP2008. The contracts providefor an adjustment clause stipulating the discretionaryauthority of the Supervisory Board to adjust the payoutof any variable remuneration component conditionallyawarded if such component would produce an unfairresult on account of incorrect financial data or specialcircumstances during the performance period. The mainelements of these contracts, as previously published(www.sbmoffshore.com), are set out below:Thirdly, the Remuneration Committee reviewed theretirement arrangements for former Managing Directors.Following Mr. Keller’s retirement on 15 May 2008, his Short-Term Incentives and Long-Term Incentives outstanding atthe time have been and will be settled in accordance withRP2005 and RP2008. No additional bonus was paid toMr. Keller in relation to his retirement.A.J. MaceM.A.S. MilesBase salary 2008 EUR 420,000 EUR 395,500Short-TermIncentiveCash (80%)Shares (20%)Variable PayMatching SharesLong-TermPerformance SharesIncentiveLimited to one year of gross annual base salary (unless termination occursSeverance paymentduring the first term in office and is deemed manifestly unreasonable in whichcase the payment is limited to twice the gross annual base salary).Change of control clauseIn the event of a termination by the Company as a result of a change of control,the same conditions apply as under ‘Severance payment’.Participation in the Company pension plan. Back service entitlements will bePension arrangementevenly built-up during the period 15 May 2008 until 15 May 2012. One thirdof the total pension premium will be paid by the Managing Director, subject toan annual cap of 20% of base salary.
Page 2 and 3: SBM OffshoreAnnual Report 2008Discl
Page 4 and 5: SBM Offshore Annual Report 2008 / O
Page 16 and 17: SBM Offshore Annual Report 2008 / R
Page 63 and 64: 62 SBM Offshore Annual Report 2008
Page 73 and 74:
72 SBM Offshore Annual Report 2008
Page 75 and 76:
Page 77 and 78:
Page 79 and 80:
Page 81 and 82:
Page 83 and 84:
Page 85 and 86:
Page 87 and 88:
Page 89 and 90:
Page 91 and 92:
90SBM Offshore Annual Report 2008 /
Page 93 and 94:
92SBM Offshore Annual Report 2008 /
Page 95 and 96:
Page 97 and 98:
Page 99 and 100:
Page 101 and 102:
Page 103 and 104:
102SBM Offshore Annual Report 2008
Page 105 and 106:
Page 107 and 108:
Page 109 and 110:
Page 111 and 112:
Page 113 and 114:
Page 115 and 116:
Page 117 and 118:
Page 119 and 120:
Page 121 and 122:
Page 123 and 124:
Page 125 and 126:
Page 127 and 128:
Page 129 and 130:
Page 131 and 132:
Page 133 and 134:
Page 135 and 136:
Page 137 and 138:
Page 139 and 140:
Page 141 and 142:
Page 143 and 144:
Page 145 and 146:
SBM Offshore N.V.Schiedam (The Neth
show all

2008 Annual Report - SBM Offshore

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?