Corporate Governance

The division of duties within the Management Board and the procedures of the Management Board are laid down in the enclosed set of rules:

The division of duties within the Supervisory Board and the procedures of the Supervisory Board are laid down in the enclosed set of regulations rules:

The Supervisory Board has established three key committees in accordance with the Code. The composition of the committees are set out below, and respective committee rules are attached:

Audit Committee
The Audit Committee’s members are:
I. Arntsen, Chair
P.E. Jager
H.A. Mercer

Appointment and Remuneration Committee
The Appointment and Remuneration Committee’s members are:
R.IJ. Baan, Chair selection and appointments
A.S. Castelein, Chair remuneration
B. Bajolet

Technical and Commercial Committee
The Technical and Commercial Committee’s members are:
A.S. Castelein, Chair
I. Arntsen
B. Bajolet

Profile of the Supervisory Board’s scope and composition

The Supervisory Board has drawn up a retirement schedule in order to avoid, as far as possible, a situation in which many Supervisory Board members retire at the same time.

Governance
Risk management is core to the activities conducted by our company. Whether on- or offshore. Within SBM Offshore the Management Board is responsible for the Company’s risk profile and policy, which are designed to realize the Company’s objectives, to assess and manage the Company’s risks and to ensure that internal risk management and control systems are in place. The operation and performance are monitored in an annual assessment by the Management Board and discussed with the Supervisory Board. This monitoring covers all material measures relating to strategic, operational, financial, compliance and reporting risks. Among other considerations, attention is given to observed weaknesses, instances of misconduct and irregularities and indications from whistle blowers.

Management Approach
The Group Risk & Control (GRC), which ultimately reports to the Chief Financial Officer, has a leadership role in proactively facilitating the Management Board and management in its role to manage risks, both from a strategic and an operational perspective. The Group Risk & Control bring the skills to support the business in identifying and managing risks, thereby ensuring the risks are managed within the Risk Appetite in order for the Company to achieve its strategic goals and objectives. As a sounding board, the Risk Assurance Committee (RAC) reviews the significant risks faced by the Company and the relevant control measures. The RAC guards an integrated risk management approach by bringing together the key heads of functions across the second and third line.