3.2.9Other Regulatory Matters

Conflicts of Interest

The members of the Management Board have a services contract with SBM Offshore N.V. These contracts stipulate that members of the Management Board may not compete with the Company. Conflict of interest procedures are included in the Management Board and Supervisory Board Rules, the Company’s Code of Conduct and the Corporate Governance Code. In 2020, there were no conflicts of interest in relation to the members of the Management Board and Supervisory Board reported, which means that the Company is compliant with best practice 2.7.3 to 2.7.4 of the Corporate Governance Code.

In 2020, SBM Offshore did not enter into transactions with persons who held at least ten percent of the shares in the Company. The Company is compliant with best practice 2.7.5 of the Corporate Governance Code.

Regulations concerning Ownership of and Transactions in Shares

In addition to the Company’s Insider Trading Rules, the Supervisory Board Rules and Management Board Rules contain a provision stipulating that Supervisory Board and Management Board members will not trade in Company shares or other shares issued by entities other than the Company on the basis of share price sensitive information if this information has been obtained in the course of managing the Company’s business. For information about the shares (or other financial instruments) held in SBM Offshore N.V. by members of the Management Board, reference is made to section 4.3.6 of the notes to the consolidated financial statements.

CHANGE OF CONTROL

The Company is not a party to any material agreement that takes effect, alters or terminates upon a change of control of the Company following a take-over bid as referred to in section 5:70 of the Dutch Financial Markets Supervision Act, other than as mentioned in this paragraph. SBM Offshore N.V. has a revolving credit facility agreement under which the approval of the participating lenders must be obtained in the event of a change in control of the Company after a public take-over bid has been made. Certain vessel charter contracts contain clauses to the effect that the prior consent of the client is required in case of a change of control or merger or where the company resulting from such change of control or merger would have a lower financial rating or where such change of control or merger would affect the proper execution of the contract. In addition, local bidding rules and regulations (e.g. in Brazil for Petrobras) may require client approval for changes in control. A change of control clause is included in the services contract between the Company and each of the members of the Management Board.

Executive committee

Since the end of 2012, an Executive Committee has been in place. The Executive Committee facilitates decision-making without detracting from the exercise of statutory responsibilities by the members of the Management Board and the internal company authority matrix. Currently, the Executive Committee is comprised of the Management Board members, the Managing Directors of Floating Production Solutions, Global Resources & Services, Operations and Strategic Growth, New Energies & Services, as well as the Group HR Director and the Chief Strategy Officer. In principle, the Executive Committee meets on a monthly basis. In the meetings both strategic and operational topics are discussed. In 2020 more frequent meetings took place in view of the COVID-19 pandemic.

diversity

Recognizing the international nature of our business, SBM Offshore finds it important to leverage the diversity of perspectives and knowledge available in our organization. The Company views diversity as an integral part of creating value. Therefore significant attention is being paid to diversity aspects in the recruitment of staff and management, appointment to roles, retention of employees, succession planning, talent management, training and development. Diversity elements that have been identified as relevant for the Company are diversity in nationality/cultural background, age, gender and (work)experience.

The same applies for Management Board and Supervisory Board positions whereby in relation to gender diversity the target is to have a minimum of 30% women and a minimum of 30% men on each of the Boards. In the succession planning of both the Management Board and the Supervisory Board, the set diversity aspects, objectives and targets are considered. More than for re-appointments, whereby experience and good performance are weighing heavily on the decision, new appointments offer opportunity to re-balance when needed. Further details of can be found in the Supervisory Board and the Management Board diversity policy which is published on the Company website.

Diversity objectives :

  • Diversity in nationality: SBM Offshore is active in many regions and countries worldwide. The aim is to have due representation in these regions and countries in the Management Board, the Supervisory Board and the wider organization. In 2020 the members of the Management Board cover four and the members of the Supervisory Board cover five nationalities. Two additional nationalities are represented in the Executive Committee.
  • Diversity in age: the age range of the Management Board members is between 49 and 60 years; for the Supervisory Board the range is between 48 and 71 years. The Executive Committee age range is between 45 and 59 years.
  • Diversity in gender: the target is to have a minimum of 30% women and a minimum of 30% men on each of the Management Board and Supervisory Board. The Management Board currently consists of four males (100%). The Dutch Government announced new legislation with a mandatory quota of 33.33% on gender representation in the Supervisory Board. At year-end, the Supervisory Board consists of two females (25%). The Executive Committee (excluding the Management Board) consists of three female members (50%). In view of meeting the target set by the announced legislation explicit attention will be paid to gender diversity in the succession planning and talent pipeline for the Supervisory Board. Similarly, we strive for more gender diversity in the Management Board and will take that into account when there will be a vacancy. The Supervisory Board and Management Board Diversity Policy will be reviewed in 2021.

Code of Conduct and Reporting of Alleged Irregularities

The Company has a Code of Conduct, which was updated in April 2018 and can be found on the Company’s website. The Company also has a procedure allowing employees to report alleged irregularities with respect to the Code of Conduct without jeopardizing their employment position. A free-phone and web-based reporting facility (the SBM Offshore Integrity Line) is in place, which employees can use – anonymously if they wish – in their own language. The facility is operated by an external provider, People Intouch. For more details on SBM Offshore’s compliance program reference is made to section 3.6.2.

Compliance with the code

SBM Offshore complies with the principles and best practices of the Corporate Governance Code.