2.5Risk and Compliance

Governance

The Management Board is responsible for identifying and analyzing the risks related to the Company’s strategy and business activities as well as defining the Company’s risk appetite. Based on its risk assessment, the Management Board designs, implements and maintains adequate internal risk management and control systems and periodically assesses their effectiveness. The outcome of this review is discussed with the Audit Committee and reported to the Supervisory Board. This oversight covers all operational, compliance and reporting risks. Among other considerations, attention is given to observed weaknesses, instances of misconduct and irregularities, indications from whistle blowers, lessons learned and findings from the internal auditor and the external auditor.

As part of their tasks, the Management Board oversees the operation of SBM Offshore’s Compliance Program, which provides policies, training, guidance and risk-based oversight and control of compliance, to ensure ethical decision-making.

Management approach

The Group General Counsel and Chief Compliance Officer has managerial responsibility for compliance and legal matters. The Compliance Function, headed by the Group Compliance Manager, has a leadership role in proactively advising the Management Board and Management on acting with integrity and in a compliant manner, both from a strategic and an operational perspective.

The Compliance Function comprises a globally diverse team of experienced compliance professionals located within the Company’s most prominent locations worldwide. Business leadership has accountability and responsibility to manage compliance and integrity risks within their fields of management control.