2008 Annual Report - SBM Offshore

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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.
54 SBM Offshore Annual Report 2008 / Report of the Board of ManagementDiversityThe Corporate Governance Code Monitoring Committeerecommended, in its advisory report of 4 June 2008,diversity in the composition of the Supervisory Boards ofCompanies listed at Euronext Amsterdam. The SupervisoryBoard considers that the current composition of the boardfulfills this recommendationordinary shares with a nominal value of twenty-five eurocent(EUR 0.25) each and fifty million (50,000,000) preferenceshares, with a nominal value of one euro (EUR 1) each.Currently, 145,613,988 ordinary shares are issued and nopreference shares. The preference shares can be issuedas a protective measure as explained in the section of theStichting Continuiteit SBM Offshore N.V.ShareholdersShare capitalThe authorised share capital of the Company is onehundred million euro (EUR 100,000,000). This sharecapital is divided into two hundred million (200,000,000)A Maersk Contractors jack-up rig built to GustoMSC designGeneral Meeting of ShareholdersEvery year the AGM shall be held within 6 months afterthe start of a new calendar year. The agenda for thismeeting shall include the following items: the considerationof the written Annual Report of the Management Boardconcerning the Company's affairs and the managementas conducted during the previous financial year; theadoption of the Financial Statements. In addition, theproposal to discharge the Managing Directors for theirmanagement performed during a financial year and/ordischarge to Supervisory Directors for their supervisionduring a financial year.Extraordinary GMs can be held whenever the ManagementBoard and/or the Supervisory Board shall deemdesirable.The GMs can be held in Schiedam, Rotterdam, The Hague,Amsterdam or Haarlemmermeer (Schiphol).Agenda of the meetingProposals of persons who are entitled to attend theshareholders meetings will only be included in the agenda,if such proposal is made in writing to the ManagementBoard not later than sixty (60) days before that meeting.The proposals can be made by persons who are entitled toattend GMs, solely or jointly representing shares amountingto at least one-hundredth (1/100) of the issued share capital,or with a market value of at least fifty million euro (EUR50,000,000), unless this would be contrary to importantinterests of the Company.
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SBM Offshore N.V.Schiedam (The Neth
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2008 Annual Report - SBM Offshore

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