2008 Annual Report - SBM Offshore

SBM Offshore Annual Report 2008 / Report of the Board of Management57Repurchase of own sharesThe Management Board may, with the authorisation ofthe GM and the Supervisory Board and without prejudiceto the provisions of sections 98 and sections 98d, Book2, Dutch Civil Code and the articles of association causethe Company to acquire fully paid up shares in its owncapital for valuable consideration. The Management Boardmay resolve, subject to the approval of the SupervisoryBoard, to dispose of shares acquired by the Company inits own capital. No pre-emption right shall exist in respectof such disposal.At the AGM of 2008, the shareholders have delegatedtheir authority to the Managing Directors for a period ofeighteen months, as from 15 May 2008 and subject toapproval of the Supervisory Board, the right to acquireordinary shares, up to ten percent of the total outstandingshares at that time.Amendment of the articles of associationThe GM may adopt a resolution to amend the articles ofassociation of the Company by an absolute majority ofvotes cast, but solely upon the proposal of the ManagementBoard subject to the approval of the Supervisory Board.Appointment of the Auditor of SBM Offshore N.V.At the AGM of 2008, KPMG Accountants N.V. was appointedas the auditor of SBM Offshore N.V. for a period of 1 year.At the AGM of 14 May 2009 it will be recommended toapprove the proposal to reappoint KPMG Accountants N.V.as the auditor of SBM Offshore N.V. for a further period ofone year, ending at the AGM of 2010.Stichting Continuiteit SBM Offshore N.V.The Group remains firmly opposed to a takeover by athird party when in its opinion the ultimate aim of suchtakeover is to dismantle or unbundle the activities of theCompany or otherwise to act against the best interests ofthe Company including its shareholders, employees andother stakeholders.In order to allow sufficient time for an appraisal of anunsolicited public offer for the shares of the Company or anyother attempt to take over the Company, the ManagementBoard has, with the cooperation of the shareholders, madeuse of the possibilities open to a company under Dutchlaw and in the Dutch business sphere.A Foundation ‘Stichting Continuiteit SBM Offshore N.V.(the Foundation), formerly named ‘Stichting tot Beheervan Preferente Aandelen in SBM Offshore N.V.’, has beenestablished with the objective of using the voting power onany preference shares in the Company which it may holdat any time, in the best interests of the Company and thebusiness conducted by the Company. The Foundation willperform its role, and take all actions required, at its solediscretion. In the exercise of its functions it will however beguided by the interests of the Company and the businessenterprises connected with it, and all other stakeholders,including shareholders and employees.The Foundation is managed by a Board, the composition ofwhich is intended to ensure that an independent judgementmay be made as to the interests of the Company. TheBoard consists of a number of experienced and reputableformer senior executives of multinational companies. Tobe kept informed about the business and interest of theCompany, the CEO is invited to attend the Foundationmeetings to address this agenda item. On a regular basis,the Board members of the Foundation are informed aboutthe developments in legislation.The Board of the Foundation consists of: Mr. N. Buis,a former CEO of Smit Internationale N.V., Mr. P.J.Groenenboom, a former CEO of Imtech N.V., Mr. J.C.M.Hovers, a former CEO of Stork N.V. and of Océ N.V., Mr.H.A. van Karnebeek, a former Vice-Chairman of the Boardof Management of Akzo and Mr. R. Voogd, a former notaryand presently a lawyer.