2.1Corporate Governance Statement

This section gives a broad outline of SBM Offshore’s corporate governance structure by describing the roles of the corporate bodies, the external auditor, the internal auditor, the General Meeting and of the foundation Stichting Continuïteit SBM Offshore. This section also indicates to what extent SBM Offshore applies the principles and best practice provisions of the Dutch Corporate Governance Code of 20 December, 2022.

The Corporate Governance Code defines sustainable long-term value creation as one of the guiding principles. Amongst others, sections 1.3 and 3.3 describe SBM Offshore’s strategy to achieve sustainable long-term value creation, including the social, environmental and economic aspects thereof. Furthermore, it explains what effects the Company has had on people and the environment and how the interests of stakeholders have been considered (section 3.3 - 3.8). Sections 1.3.2 – 1.4.2 describe SBM Offshore’s values, strategic priorities and the significant impacts, risks and opportunities linked with SBM Offshore’s business as well as the key processes and business models to manage the same. In accordance with Management Board rules, the Management Board is responsible for the incorporation and maintenance of the values, while paying attention to:

• the strategy and business model;
• the environment in which the enterprise operates;
• the existing culture within the enterprise, and whether it is desirable to implement any changes in this; and
• the social safety within the enterprise and the ability to discuss and report actual or suspected misconduct or irregularities.

The Company has aligned its Management Board and Supervisory Board rules, Diversity & Equity Policies for the Management Board, Senior Management and Supervisory Board, its Shareholder Contacts and Dialogue Policy (best practice 4.2.2) as well as its Stakeholder Engagement Policy (best practice 1.1.5) in accordance with the Corporate Governance Code. Reporting on Diversity targets can be found in section 2.1.9.

This section includes information on the extent to which SBM Offshore applies the principles and best practice provisions of the Corporate Governance Code. The details of compliance with the Corporate Governance Code and the documents referred to above can (also) be found on SBM Offshore’s website (who-we-are/corporate-governance). The full text of the Corporate Governance Code can be found on www.mccg.nl.