2.3.4Supervisory Board Remuneration Policy
As required by Dutch law, the Supervisory Board Remuneration Policy was tabled for adoption at the 2024 AGM and became effective April 12, 2024 after being adopted by shareholders with over 97% of the votes on the same date. The full version of this policy is available on SBM Offshore’s website (who-we-are/Corporate Governance).
The Supervisory Board Remuneration Policy encourages a culture of long-term value creation and a focus on the long-term sustainability of the Company. There are no performance targets for the Supervisory Board and the remuneration of the members is not dependent on the results of the Company. This allows an unmitigated focus on long-term value creation for all stakeholders.
The Company's strategy revolves around excellence in the execution of ocean infrastructure while reducing costs and emissions of oil and gas production and, in parallel, developing new sustainable technologies to enter and expand as part of the energy transition and with unwavering commitment to health, safety, and protection of the environment. The Supervisory Board remuneration policy should be competitive and in line with global peer companies that may compete with SBM Offshore for business opportunities and/or talent. The remuneration should enable retaining and recruiting Supervisory Board members with the right balance of experience and competencies while observing the Supervisory Board Profile and Diversity and Inclusion Policy, to oversee the execution of the strategy and the performance of the Company. The remuneration intends to promote an adequate performance of their role.
Considering the nature of the role and responsibility of the Supervisory Board, the pay and employment conditions of employees are not taken into account when formulating the remuneration policy.
Fee level and structure
The fee level and structure for the Supervisory Board remuneration is currently as follows:
Position | Fee in EUR |
|---|---|
Chair Supervisory Board | 120,000 |
Vice-Chair Supervisory Board | 80,000 |
Member Supervisory Board | 75,000 |
Chair Audit Committee | 10,000 |
Member of the Audit Committee | 8,000 |
Chair of the Appointment and Remuneration Committee dealing with appointment matters | 10,000 |
Chair of the Appointment and Remuneration Committee dealing with remuneration matters | 10,000 |
Member of the Appointment and Remuneration Committee | 8,000 |
Chair of the Technical and Commercial Committee | 10,000 |
Member of the Technical and Commercial Committee | 8,000 |
Chair of Other Committee (if installed) | 10,000 |
Member of Other Committee (if installed) | 8,000 |
All fees above are on an annual basis and are not dependent on the number of meetings. Supervisory Board members also receive an annual amount of EUR500 for expenses, and a lump sum of EUR5,000 per meeting when intercontinental travel is involved. No share-based remuneration is granted to the members of the Supervisory Board.
Pensions
Supervisory Board members do not receive a pension allowance.
Arrangements with Supervisory Board members
Members of the Supervisory Board are appointed by the General Meeting for a maximum term of four years. Re-appointment can take place as per the law, articles of association and the Supervisory Board rules of the Company. The term of the Supervisory Board members terminates at the end of their term, in case of resignation or dismissal by the General Meeting.
Loans
SBM Offshore does not provide loans, advances or guarantees to the members of the Supervisory Board.