2008 Annual Report - SBM Offshore

58 SBM Offshore Annual Report 2008 / Report of the Board of ManagementThe Managing Directors, with the approval of the SupervisoryBoard at that time, have granted a call option to theFoundation to acquire a number of preference shares inthe Company’s share capital, carrying voting rights, equalto one half of the voting rights carried by the ordinaryshares outstanding immediately prior to the exercise of theoption, enabling it effectively to perform its functions asit, at its sole discretion and responsibility, deems useful ordesirable. The option was granted on 30 March 1989. Inaccordance with the by-laws of the Company, shareholderswere advised of the reasons for granting this option in theExtraordinary GM of 28 April 1989.In the joint opinion of the Supervisory Board, the ManagementBoard and the Foundation board members, the Foundation,is independent as stipulated in clause 5:71 section 1sub c Financial Markets Supervision Act.• in the employment agreement between the Companyand each of the current members of the ManagementBoard a change of control clause is included. Aseverance payment will be paid if the employmentcontract will be terminated due to a change of controlby a public take over bid. The Supervisory Board willhave the discretionary power to settle the terminationconditions;• a subsidiary of SBM Offshore N.V. has a revolvingcredit facility of US$ 500 million under which theagreement of the participating banks must beobtained in the event of a change in control of theCompany after a public takeover bid has been made.The following information is provided at the CorporateGovernance Page on the website of the Company(www.sbmoffshore.com):The European Directive on takeover bids andthe publication requirementsTo meet the publication requirement as mentioned in theDecree of 5 April 2006 relating to Article 10 of Directive2004/25/EC on takeover bids of 21 April 2004 of theEuropean Parliament and the Council of the EuropeanUnion, the following information is provided:• the articles of association do not provide for anylimitation of the transferability of the ordinary shares;• the voting right is not subject to any limitation;• no agreement has been concluded with anyshareholder that could give rise to any limitation ofshares or any limitation of the voting rights;• the appointment, suspension and discharge ofmembers of the Management Board and SupervisoryBoard are set out in this ‘Corporate Governance’section;• the procedure for alteration of the articles ofassociation is mentioned in the CorporateGovernance section;• Articles of association;• Company code of conduct;• Supervisory Board rules, including rules for the threecommittees reporting to the Supervisory Board;• Supervisory Board profile and retirement schedule forits members;• rules for reporting of alleged irregularities of a general,operational or financial nature (‘Whistleblowing’ rules);• regulations concerning Inside Information and theholding of and effecting transactions in shares andother financial instruments;• Remuneration Policy;• agenda, minutes and presentations held at previousGMs.