2008 Annual Report - SBM Offshore

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SBM Offshore Annual Report 2008 / Report of the Supervisory Board25as statutory director or non-statutory director. However,the remuneration components of individual non-statutorydirectors are not disclosed in this Remuneration Report.Section 4: Management Board’s remunerationEarnings of Managing Directors in 2008Short-TermBasesalary 1 Incentive(EUR 000) Cash 2(EUR 000)Short-TermIncentiveShares 3(Number of shares)This section provides an overview of the remunerationof the Company’s Managing Directors being Mr. Keller(until 15 May 2008), Mr. Mace (from 15 May 2008) andMr. Miles (from 15 May 2008). Both Mr. Mace and Mr.Miles are long serving employees of the Company andreceived remuneration prior to their appointment asManaging Director, but the overviews in this section of theRemuneration Report only include remuneration related totheir employment as Managing Director of the Company,i.e. for the period 15 May 2008 up to and including 31December 2008.The remuneration reported therefore consists of:• Base salary 2008;• Short-Term Incentive derived from the Company’s2008 performance, charged against 2008 results andpayable in 2009;• Long-Term Incentive awarded conditionally in 2008,charged against results over the three-year periodcommencing in 2008, and vesting in 2011 subject toachievement of performance criteria.It should be noted that the Euro denominated remunerationdata provided in this report is not directly comparable to theUS Dollar denominated remuneration information presentedin note 4 of the notes to the Financial Statements given that,in accordance with accounting and legal standards, note4 refers to the Short-Term Incentives payable in 2008 andderived from the Company’s 2007 performance, whilst theShort-Term Incentive earned by the Managing Directors onaccount of performance year 2008 is payable in 2009.D.H. Keller 187 119 2,989A.J. Mace 263 268 6,720M.A.S. Miles 247 252 6,328The Short-Term Incentive relating to performance year2008 is based upon the Economic Profit (EP) of the year2008, i.e. Return On Average Capital Employed (ROACE)exceeding an assumed Weighted Average Cost of Capital(WACC), adjusted where appropriate for exceptional itemsand extraordinary circumstances.Awards made under the Long-Term Incentive to ManagingDirectors in 2008MinimumTargetMaximum2008 4number ofperformancesharesconditionallyawarded investingopportunity(number ofperformanceshares)vestingopportunity(number ofperformanceshares)D.H. Keller 24,498 0 36,747A.J. Mace 20,035 0 30,053M.A.S. Miles 18,237 0 27,3561 These amounts are pro-rated for Mr. Keller (1 January to 15 May), Mr. Maceand Mr. Miles (15 May to 31 December) and exclusively relate to the period theyperformed duties as a Managing Director.2 This amount represents 80% of the full Short-Term Incentive (not pro-ratedfor time) earned in respect of performance year 2008, which becomes payablein cash in 2009. The amount of the bonus is computed in Euro, based upon theEconomic Profit.3 This amount represents 20% of the full Short -Term Incentive (not pro-ratedfor time) earned in respect of performance year 2008, which becomes payable inshares in 2009. The number of shares is calculated by using the average closingprice of the share on the five trading days following the date of publication of thefinal results for the year 20084 The number of performance shares that vest for the performance period 2008-2009-2010 will be determined in March 2011, upon finalisation of the financialaccounts for the year 2010. Following the vesting of the performance shares, theperformance shares are blocked for a further two years.
26 SBM Offshore Annual Report 2008 / Report of the Supervisory BoardThe value of the conditional award of performance sharesin 2008 equals 100% of base salary in the year precedingthe award, i.e. 2007 5 . This value, divided by the averageclosing price of the share over the five trading days followingthe date of publication of the final results for the previousfinancial year, determines the number of performanceshares that may vest if ‘at-target’ performance is achieved.Threshold performance will result in the vesting of 50% ofthe target number of conditionally awarded performanceshares (with no performance shares awarded if thresholdEPS growth is not achieved), whilst the maximum numberof performance shares that may vest is capped at 150%of the target number of shares (in numbers not value).Share based incentives outstanding as per31 December 2008Mr. Miles’ awards are included in this overview althoughhe was not appointed as Managing Director until 15 May2008. However, he did receive Long-Term Incentivesin his capacity as Director of the Company prior to hisappointment. As he is now a Managing Director theseawards are also included in the table below. Mr. Mace’sawards are also included although he did not participatein the Long-Term Incentive plan prior to 1 January 2008.He received unconditional share options instead.5 The number of conditionally awarded performance shares for Mr. Mace has been calculated on the basis of his base salary on 1 January 2008.‘Lone Star’ dynamically positioned drilling unit (TDS 2000Plus design) during final construction phase
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SBM Offshore N.V.Schiedam (The Neth
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2008 Annual Report - SBM Offshore

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