2008 Annual Report - SBM Offshore

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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;
24 SBM Offshore Annual Report 2008 / Report of the Supervisory BoardSection 3: Summary of Remuneration Policy2008 – Objectives and StructureThe RP2008 has been designed to ensure that ManagingDirectors receive a remuneration package for their workwhich enables the Company to attract, promote and retaininternationally oriented, qualified and expert persons.The Managing Directors’ total remuneration will consist ofthe following elements:FixedVariableBase SalaryPensionShort-TermLong-TermIncentiveType of PaymentCashCashCash (80%)Shares (20%)Matching SharesSharesObjectiveReflect position andresponsibilitiesProvide funding forretirementPromote continuedemploymentCreate economicvalueCreate sustainablegrowth and alignwith shareholders’interestsVariable RemunerationThe variable part of the Managing Directors’ remunerationis linked to the achievement of predetermined, measurableand influenceable targets, expressed as target zones.It is designed to strengthen the Managing Directors’commitment to the Company and its objectives and toalign their interests with those of shareholders.The variable remuneration consists of:• a Short-Term Incentive: an annual bonus linked to theCompany’s performance (Economic Profit) over thepast financial year, payable partly in cash (80%)and partly in shares (20%). “At-target” performance willresult in a bonus payment equal to 100% of the annualbase salary received by the Managing Director in theperformance year to which the bonus relates. The targetzone for the Short-Term Incentive includes a threshold,i.e. bonus pay-out level if the minimum performancelevel is realised for any payment to occur (20% of annualbase salary), as well as a cap, i.e. maximum bonuspay-out level (200% of annual base salary). To furtheralign the interests of the Managing Director with those ofthe shareholders, there is a matching share arrangementaimed at strengthening the Managing Directors’ longerterm commitment to the Company.• a Long-Term Incentive: an award of performanceshares linked to the Company’s performance (annualaverage normalised growth of earnings per share) overthree financial years, starting with the year in whichthe conditional shares are awarded. The number ofconditional performance shares at the award dateis, in value, the equivalent of 100% of the ManagingDirector’s base annual salary of the year precedingthe year in which the conditional award is made. Thetarget zone for the Long-Term Incentive specifies athreshold performance level required for any award tobe confirmed (corresponding to 50% of annual basesalary), ‘at target’ performance (100% of annual basesalary) with a cap amounting to 150% of annual basesalary. The Supervisory Board has the discretionarypower to adjust the actual vesting level if vesting of theLong-Term Incentive, in spite of the applicable thresholdand cap, would result in an unreasonable or unintendedoutcome of the Long-Term Incentive within the spirit ofthe Remuneration Policy. Vested performance sharesare to be retained on a blocked securities account bythe Managing Directors for a period of two years fromthe vesting date.The full text of the RP2008 can be found onwww.sbmoffshore.com.The Company applies the RP2008 to all members of theBoard of Management, irrespective of their formal position
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SBM Offshore N.V.Schiedam (The Neth
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2008 Annual Report - SBM Offshore

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