2008 Annual Report - SBM Offshore

SBM Offshore Annual Report 2008 / Report of the Board of Management53Appointment of Supervisory DirectorsSupervisory Directors shall be appointed by the GM. ASupervisory Director is appointed for a maximum periodof four years, and, unless a Supervisory Director resignsearlier, his/her appointment period shall end on the day ofthe first annual GM, that will be held four years following theappointment. A Supervisory Director may be reappointedwith due observance of the provision in the previoussentence. A Supervisory Director may be a member ofthe Supervisory Board for a maximum period of twelveyears. This period may or may not be interrupted, unlessthe GM resolves otherwise.If the GM has suspended a Supervisory Director, then theGM must resolve within three months after the effective dateof the suspension, either to remove the Supervisory Director,or to set aside or maintain the suspension, failing whichthe suspension shall cease. A resolution to maintain thesuspension may be adopted only once and the suspensionmay be maintained for a period not exceeding three monthsas from the day on which the GM has passed the resolutionto maintain the suspension. If the GM has not resolvedwithin the period set for the maintaining of the suspensioneither to remove the Supervisory Director or to set asidethe suspension, the suspension shall cease.If one or more Supervisory Directors are to be appointed,the Supervisory Board may make a binding or a non-bindingproposal, as referred to in the articles of association. As faras a binding nomination is concerned, the proposal shouldoffer the choice between at least two candidates.In case a binding proposal is made, the GM may at all timesoverrule the binding nature thereof by a resolution adoptedby an absolute majority of the votes cast, provided suchmajority represents at least one-third of the issued sharecapital. If this proportion of the capital of at least one-thirdis not represented at the meeting, but an absolute majorityof the votes cast is in favour of a resolution to cancel thebinding nature of a nomination, a new meeting may beconvened. At that meeting, the resolution may be passedby an absolute majority of the votes cast, regardless of theproportion of the capital represented at the meeting.Suspension or dismissal of a Supervisory DirectorThe GM may at any time suspend and dismiss SupervisoryDirectors. A resolution to suspend or remove a Supervisorydirector may be passed only by the GM with a majority oftwo-thirds of the votes cast, such majority representingmore than half of the issued capital. As stated in thearticles of association it shall not be permitted to convenea second GM pursuant to section 120, subsection 3, Book2, Dutch Civil Code.Conflicts of InterestThe Rules governing Supervisory Board principles and bestpractices contain strict rules on conflicts of interest as wellas setting out in what manner to abide by the regulations.Conflict of interest matters and how they are dealt with, ismentioned in the Supervisory Board report.Regulations concerning ownership andtransactions in sharesAs required by the Code, members of the SupervisoryBoard notify the Company Secretary, acting as ComplianceOfficer on a quarterly basis, concerning the ownershipof and transactions in shares held by members of theSupervisory Board in Dutch listed companies other thanSBM Offshore N.V. The Company Secretary received thequarterly statements.Shares held by the members of the SupervisoryBoardNo members of the Supervisory Board other than Mr. Kellerreported to hold shares (or other financial instruments) inSBM Offshore N.V. Information on the amount of sharesor options held can be found on page 27 of this report andnote 20 of the notes to the Financial Statements.