3.1Corporate 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 independent auditor, the internal auditor, the General Meeting and of the foundation Stichting Continuïteit SBM Offshore.

On December 20, 2022 the Corporate Governance Code Monitoring Committee published the updated Dutch Corporate Governance Code (Corporate Governance Code). Dutch listed companies are required to report in 2024 on compliance with the Corporate Governance Code in the 2023 financial year. One of the main changes compared to the 2016 Dutch Corporate Governance Code, is the focus on sustainable long-term value creation as one of the guiding principles. Amongst others, section 1.3 and 1.2.2 describe SBM Offshore’s strategy to realize sustainable long-term value creation, including the social, environmental and economic aspects hereof. Furthermore, it is explained what effects the Company have had on people and the environment and how the interests of stakeholders have been considered (section 1.2.2).

Further to the Corporate Governance Code, the Company has made minor updates to its Management Board and Supervisory Board rules, Diversity & Inclusion Policies for the Management Board, Senior Management and Supervisory Board, its Shareholder Contact and Dialogue Policy (best practice 4.2.2) and published its Stakeholder Engagement Policy (best practice 1.1.5). Reporting on the Diversity targets can be found in section 3.1.9.

This section includes further information to what extent SBM Offshore applies the principles and best practice provisions hereof. The details on compliance with the Corporate Governance Code and the documents referred to above can (also) be found on SBM Offshore’s website (ESG/Governance section). The full text of the Corporate Governance Code can be found on www.mccg.nl.