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Corporate Governance

Transocean Ltd. is committed to high standards of corporate ethics and governance. 

Governance Structure

At Transocean, we are committed to upholding high standards of corporate governance and business conduct. Our governance practices and documents are regularly reviewed by our Board of Directors and its Corporate Governance Committee. In this process, new developments and trends in the field of corporate governance are taken into consideration. Please explore our governance structure as reflected in the governance documents below.

Governance Documents

Committee Charters

Audit

Audit Committee

The Audit Committee (the "Committee") of the Board of Directors (the "Board") of Transocean Ltd. (the "Company") is appointed by the Board to assist the Board in overseeing (1) the integrity of the financial statements of the Company, (2) the compliance by the Company with legal and regulatory requirements, (3) the independence, qualifications and performance of the Company's independent auditors and (4) the performance of the Company's internal audit function. Consistent with this oversight function, the Committee encourages continuous improvement of and fosters adherence to the Company's policies, procedures and practices at all levels.

Committee Membership

The Committee shall consist of at least three active members of the Board, each of whom shall be independent directors, as defined by the New York Stock Exchange, the rules and regulations of the Commission and applicable law, and free from any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee. In no event shall an active or retired officer or employee of the Company be a member of the Committee.

The members and the chair of the Committee shall be appointed by the Board on the recommendation of the Corporate Governance Committee. Committee members and the chair may only be dismissed by the Board.

All members of the Committee shall meet any applicable legal requirements or New York Stock Exchange requirements and shall be financially literate, and at least one member of the Committee shall have accounting or related financial management expertise. Unless otherwise determined by the Board, no member of the Committee shall simultaneously serve on the audit committees of more than two other public companies, as defined by the New York Stock Exchange.

Members

Glyn A. Barker (Chair) - Financial Expert
Vanessa C.L. Chang - Financial Expert
Frederico F. Curado - Financial Expert

Compensation

The Compensation Committee (the "Committee") is a committee of the Board of Directors (the "Board") of Transocean Ltd. (the "Company") to assist the Board in (1) developing an appropriate compensation program and benefit package for members of the Board, executives and other senior officers and (2) complying with the Board's legal and regulatory requirements as to Board member, executive and senior officer compensation in order to allow the Company to attract, retain and motivate qualified individuals in a system that aligns compensation with the Company's business performance.

Committee Membership

The Committee shall consist of no fewer than three members. The members of the Committee shall meet any applicable independence and experience requirements, including of the New York Stock Exchange, Rule 16b-3 of the Securities Exchange Act of 1934, and Section 162(m) of the Internal Revenue Code.

The members of the Committee shall be elected by the shareholders at each Annual General Meeting for a term of office extending until completion of the next Annual General Meeting on the proposal of the Board, who shall submit such proposal to the shareholders upon recommendation of the Corporate Governance Committee. If there are, for any reasons, vacancies on the Compensation Committee, the Board shall appoint from among its members substitutes for the respective term of office. The chair of the Committee shall be appointed by the Board on the recommendation of the Corporate Governance Committee.

Members

Tan Ek Kia (Chair)
Frederico F. Curado
Vincent J. Intrieri
Martin B. McNamara

Corporate Governance

The Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of Transocean Ltd. (the "Company") is appointed by the Board to assist the Board in (1) identifying individuals qualified to become members of the Board consistent with criteria approved by the Board, (2) recommending to the Board the director nominees to stand for election at the next general meeting of shareholders, (3) developing and recommending to the Board a set of corporate governance principles applicable to the Company, (4) recommending committee structure, operations and reporting to the Board, (5) recommending committee assignments for directors to the Board and (6) overseeing an annual review of Board performance.

Committee Membership

The Committee shall consist of no fewer than three members. The members of the Committee shall meet any applicable independence and experience requirements, including of the New York Stock Exchange, Rule 16b-3 of the Securities Exchange Act of 1934.

The members and the chair of the Committee shall be appointed by the Board on the recommendation of the Committee. Committee members and the chair may only be dismissed by the Board.

Members

Martin B. McNamara (Chair)
Chad C. Deaton
Vincent J. Intrieri

Finance

The Finance Committee (the "Committee") of the Board of Directors (the "Board") of Transocean Ltd. (the "Company") is appointed by the Board to assist the Board in its oversight of the Company's financial policies, financial strategies and capital structure to ensure that they are consistent with the Company's values, other strategies, risk management, fiscal and other policies. The Committee shall also review the Company's broad-based employee welfare and retirement benefit plans (each a "Plan" and collectively the "Plans").

Committee Membership

The Committee shall consist of no fewer than three members.

The members and the chair of the Committee shall be appointed by the Board on the recommendation of the Corporate Governance Committee. Committee members and the chair may only be dismissed by the Board.

Members

Edward R. Muller (Chair) 
Glyn A. Barker
Vanessa C.L. Chang
Vincent J. Intrieri 
Samuel Merksamer

Health, Safety and Environment

The Health Safety and Environment Committee ("Committee") of the Board of Directors (the "Board") of Transocean Ltd. (the "Company") is appointed by the Board to assist the Board in fulfilling its responsibilities to oversee the Company's management of risk in the areas of health, safety and the environment.

Committee Membership

The Committee shall consist of no fewer than three members. The members and the chair of the Committee shall be appointed by the Board on the recommendation of the Corporate Governance Committee. Committee members and the chair may only be dismissed by the Board.

Members

Chad C. Deaton (Chair)
Tan Ek Kia
Samuel Merksamer
Edward R. Muller

Committee Composition

MemberName Audit Corporate Governance Compensation Finance HSE
Glyn A. Barker* Chair Member
Vanessa C.L. Chang* Member Member
Frederico F. Curado* Member Member
Chad C. Deaton Member Chair
Tan Ek Kia Chair Member
Vincent J. Intrieri Member Member Member
Martin B. McNamara Chair Member
Samuel Merksamer Member Member
Edward R. Muller Chair Member

* Audit Committee Financial Expert

Share Concerns

Our success depends on our strength as a team and the willingness of each team member to speak up if something does not seem right. To help promote a safe and ethical culture, Transocean encourages all employees and others with whom we do business to share their Code of Integrity-related concerns directly with their supervisors, Human Resources, Internal Audit, Legal or the Chief Compliance Officer. We maintain a 24-hour, third party Legal, Compliance and Ethics hotline that allows anonymous reports.  

REPORT A CONCERN

Questions Related to Corporate Governance

Questions regarding corporate governance? Reach out to Transocean’s Corporate Secretary.

Email Corporate Secretary