2008 Annual Report - SBM Offshore

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.