2008 Annual Report - SBM Offshore

SBM Offshore Annual Report 2008 / Report of the Supervisory Board23Section 2: About the Remuneration CommitteeDuring 2008, the Remuneration Committee consisted ofthe following members:• Mr. R. van Gelder (Chairman of the RemunerationCommittee); and• Mr. H.C. Rothermund.Both Mr. van Gelder and Mr. Rothermund are independentmembers of the Supervisory Board.The Chairman of the Remuneration Committee, Mr. R. 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.During 2008, the Remuneration Committee addressed thefollowing main issues:• measuring the achievement of the performancecriteria for the Long-Term Incentive vesting in 2008and the corresponding vesting level;• setting the targets for the Long-Term Incentivesawarded in 2008;• developing operating guidelines relating tothe implementation of RP2008 and the Long-TermIncentive;• reviewing the remuneration of former ManagingDirectors; and• updating the format of the Remuneration Report.The Remuneration Committee has reviewed theRP2008 and the actual remuneration packagesof the Management Board members in light ofthe new Dutch Corporate Governance Code. Theconclusions of this review are pointed out in Section6 of this report. No major changes to the RP2008 areexpected in 2009.In addition to the Rules Governing the Supervisory Board'sRemuneration Committee, the Remuneration Committeeconsiders it its responsibility to monitor, control and adviseSBM Offshore on all share and option based remunerationarrangements. The current share option plan for seniormanagement and other employees is under revision in2009.• reviewing and amending the Remuneration Policyand the Long-Term Incentive;• determining the actual pay-out under the Short-TermIncentive in respect of performance year 2007and setting the targets for the Short-Term Incentiveperformance year 2008;