2008 Annual Report - SBM Offshore

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SBM Offshore Annual Report 2008 / Report of the Supervisory Board27Share based incentives outstanding as per 31 December 2008Numbers of Shares or OptionsD.H. Keller A.J. Mace M.A.S. MilesMatching sharesAwarded in 2006 and vested on 1 January 2009 3,353 - 3,671Awarded in 2007 and vesting in 2010 2,291 - 4,261Awarded in 2008 and vesting in 2011 482 2,440 3,284Performance sharesPerformance shares awarded in 2005, vested in 2008 and49,980 - 21,420subject to two year lock up periodPerformance shares awarded in 2006 and vesting in 2009 12,000 - 9,000Performance shares awarded in 2007 and vesting in 2010 10,000 - 7,500Performance shares awarded in 2008 and vesting in 2011 24,498 20,035 18,237Performance optionsOptions granted in 2004 and vested in 200740,00028,00016,000Exercise Price in Euro :€ 9.49€ 9.49€ 9.49Options granted in 2005 and vested in 2008238,00040,000102,000Exercise Price in Euro :€12.86€ 12.86€ 12.86Options granted in 2006 and vesting in 200940,00044,00030,000Exercise Price in Euro :€ 19.05€ 19.05€ 19.05Options granted in 2007 and vesting in 201040,00044,00030,000Exercise Price in Euro :€ 25.91€ 25.91€ 25.91With respect to the conditional awards made in 2006(under the LTI 2005), the three year performance periodended upon completion of the financial year 2008. Basedupon the audited Financial Statements, the three-yearperiod 2006-2008 did not generate average annualisedEPS growth which meets the vesting threshold of 5%,and none of the conditional performance share awardsor conditional option grants made in 2006 have thereforevested in 2009.Pension and extraordinary remunerationThe Managing Directors participate in the applicableCompany pension plan which currently provides forretirement at the age of 62 with a maximum pensionequal to 70% of final salary, earned at the rate of 2% foreach year of service within the SBM Group.
28 SBM Offshore Annual Report 2008 / Report of the Supervisory BoardCosts incurred by the Company in 2008 in respect of the remuneration of Managing Directors(All amounts in EUR000).Base salaryShort-TermIncentive 6Expense recognised forshare-based payments 7Benefits excludingpension paymentsPensionpaymentsTotal costsD.H. Keller 187 149 474 195 240 1,245A.J. Mace 263 335 200 57 160 1,015M.A.S. Miles 247 315 270 63 61 956Section 5: Outlook for 2009For 2009 and onwards, the Remuneration Committee willfocus on target setting for the Short-Term Incentive as wellas the Long-Term Incentive. Especially in light of the currenteconomic climate and the share price of the Company, itshould be ascertained that the performance targets setare challenging but realistic and result in payout levels thatreflect the Company’s performance and strategic goals.The annual base salary of Mr. Mace has been increasedby 16.7% to € 490,000 as per 1 January 2009 (€ 420,000per annum in 2008) in order to bridge the gap between his2008 salary and a market conform salary level for CEOsin companies of similar size and complexity. The new levelapproaches the 2008 annual salary of the former CEO, Mr.Keller. The 2009 annual base salaries of other ManagingDirectors and Directors are frozen at the 2008 level. Theratio between the salary of the CEO and the salary of theother members of the Board of Management is consideredappropriate after this increase.The Supervisory Board will revisit the roles and responsibilitiesof the Remuneration Committee to take into account bestpractices under the amended Dutch Corporate GovernanceCode. In this context the Remuneration Committee willreview the pay differentials within the Company, for examplethe total remuneration ratio between Management Boardmembers and senior management. The targets setfor the Short-Term Incentive and Long-Term Incentivewill be disclosed retroactively (ex-post) if appropriate.No changes to either the Remuneration Policy or theLong-Term Incentive for the Management Board areexpected for 2009 as these were amended in 2008.However, the Remuneration Committee will continue tomonitor the remuneration of the Managing Directors andthe effects of the RP2008 to ensure that the results are inline with the objectives of the Company.67This is the total amount of the Short-Term Incentive, i.e. the part payable in cash (80%) and the part payable in shares (20%).The fair value of all share-based payments, i.e. the expense recognised in 2008 as a pro rata over the entire vesting period. Reference is made to Note 4 of thenotes to the Financial Statements (prepared in US Dollars, being the Company’s reporting currency).
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SBM Offshore N.V.Schiedam (The Neth
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2008 Annual Report - SBM Offshore

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