2008 Annual Report - SBM Offshore

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SBM Offshore Annual Report 2008 / Report of the Board of Management51dismissed by a majority of two thirds of the votes cast,such majority representing more than 50% of the issuedshare capital. The Management Board is of the opinionthat in order to take a strategic decision in a balancedmanner, all shareholders should be able to be involved inthe decision taking process and therefore the Best Practiceprovision is not applied.In case of an appointment of one or more ManagingDirectors, the Supervisory Board may make a binding ora non-binding proposal. As far as it concerns a bindingnomination, the Management Board shall invite theSupervisory Board to make a proposal within sixty days sothat for each appointment a choice can be made betweenat least two candidates.The Company has explained above its deviations fromthe Code. Material (future) developments in CorporateGovernance might justify other deviations and would insuch circumstances be explained by the Company.Management BoardThe Management Board consists of 2 statutory directors, theCEO and the CFO. The statutory directors and non-statutorydirectors form together the Board of Management.Duties of the Management BoardThe Company is managed by the Management Board,under the supervision of a Supervisory Board. Each yearthe Management Board presents to the Supervisory Board,the operational and financial objectives of the Company,the strategy designed to achieve the objectives and theparameters applicable in relation to the strategy. TheOperating Plan 2009 has been discussed and approvedin the Supervisory Board Meeting of 9 December 2008.Appointment of a Managing DirectorManaging Directors shall be appointed by the GeneralMeeting of Shareholders (GM). A Managing Director isappointed for a maximum period of four years, and unlessa Managing Director resigns earlier, his/her appointmentperiod shall end on the day of the first Annual GeneralMeeting (AGM), that will be held four years after theappointment. A Managing Director may be reappointedfor a term of not more than four years at a time, with dueobservance of the provision in the previous sentence.The GM may at all times overrule the binding nature of aproposal by a resolution adopted by an absolute majority ofthe votes cast, provided such majority represents at leastone-third of the issued share capital. If one-third of thecapital is not represented at the meeting, but an absolutemajority of the votes cast is in favour of a resolution tocancel the binding nature of a nomination, a new meetingmay be convened at which the resolution may be passedby an absolute majority of the votes cast, regardless ofthe proportion of the capital represented at the meeting.If a binding nomination has not been made, the GM mayappoint a Managing Director at its discretion.Suspension or dismissal of a Managing DirectorThe GM may at any time suspend and dismiss ManagingDirectors. Unless at the proposal of the Supervisory Board,a resolution to suspend or dismiss a Managing Director maybe passed only by the GM with a majority of two-thirds ofthe votes cast, such majority representing more than half ofthe issued capital. As stated in the articles of association itshall not be permitted to convene a second GM pursuantto section 120, subsection 3, Book 2, Dutch Civil Code. Ifeither the GM or the Supervisory Board has suspended aManaging Director, then the GM must resolve within threemonths after the effective date of the suspension, either toremove the Managing Director, or to set aside or maintainthe suspension, failing which the suspension shall cease.A resolution to maintain the suspension may be adoptedonly once and the suspension may be maintained for aperiod not exceeding three months as from the day onwhich the GM has passed the resolution to maintain the
52 SBM Offshore Annual Report 2008 / Report of the Board of Managementsuspension. If the GM has not resolved within the periodset for the maintaining of the suspension either to removethe Managing Director or to set aside the suspension, thesuspension shall cease.Risk Management & In Control StatementThe “In Control” statement of the Management Board,other information on Risk Management, internal controland reporting systems and procedures are given in theRisk Management section.Sensitivity of the results to external factors andvariablesThis subject is dealt with in the Risk Management sectionlater in this report.Regulations concerning ownership andtransaction in sharesAs required by the Code, members of the ManagementBoard as well as the non-statutory directors notify theCompany Secretary, acting as Compliance Officer on aquarterly basis, concerning the ownership and transactionsin shares held by members of the Board of Management inDutch listed companies other than SBM Offshore N.V. TheCompany Secretary received the quarterly statements.Shares held by members of the ManagementBoardFor information about the shares (or other financialinstruments) held in SBM Offshore N.V. by members ofthe Management Board, refer to page 27 of this report andnote 20 of the notes to the Financial Statements.Board may not compete with SBM Offshore N.V. In addition,the Code of Conduct of SBM Offshore regulates conflictof interest matters and is applicable to members of theManagement Board and other employees. The members ofthe Management Board did not report a conflict of interestduring the year 2008. No member of the ManagementBoard is a member of the Supervisory Board of any otherlisted company.Loans or guaranteesNo loans or guarantees have been provided to membersof the Management Board.Supervisory BoardThe Supervisory Board consists of six members. TheSupervisory Board has established an Audit Committee, aRemuneration Committee and a Selection and AppointmentCommittee. More information about the Supervisory Boardand its committees can be found in the Report of theSupervisory Board.Duties of the Supervisory BoardThe Supervisory Board supervises the effectiveness andthe integrity of the internal control and risk managementsystems and procedures implemented by the ManagementBoard and the general conduct of affairs of SBM Offshoreand its businesses. The Supervisory Board assists theManagement Board with advice in accordance with thebest practices of the Dutch Corporate Governance Code.In the performance of their duties the Supervisory Board isguided by the interests of the Company, and the enterprisesconnected therewith.Conflict of interestThe members of the Management Board have anemployment contract with SBM Offshore N.V. in line withthe Code and recommendations made by the CorporateGovernance Monitoring Committees. In these employmentcontracts it is stipulated that members of the ManagementIn addition, (material) decisions -as stipulated in the lawor articles of association or the Rules of the SupervisoryBoard governing best practices and provisions- takenby the Management Board, need prior approval of theSupervisory Board.
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SBM Offshore N.V.Schiedam (The Neth
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2008 Annual Report - SBM Offshore

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