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
- Articles of Association
- Organizational Regulations
- Corporate Governance Guidelines
- Code of Integrity
- FIRST Shared Values
- HSES Policy Statement
- Human Rights Policy Statement
- Mission Statement
- Human Rights Report - 2022
- Human Rights Report - 2023
- Relatório Transparência Salarial – Setembro 2024
- Quality Policy Statement
- Sustainability Report
- Swiss Report on Child Labor Due Diligence
- Tax Principles Statement
Committee Charters
- Audit
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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.
- Download the Audit Committee Charter
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
Vanessa C.L. Chang (Chair) - Financial Expert
Glyn A. Barker - Financial Expert
Margareth Øvrum - Compensation
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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
- Finance
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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
Domenic J. "Nick" Dell'Osso, Jr. (Chair)
Vincent J. Intrieri
Samuel Merksamer
Frederik W. Mohn - Governance, Safety & Environment
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The Governance, Safety & Environment ("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 governance, safety and the environment.
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
Frederico F. Curado (Chair)
Domenic J. "Nick" Dell'Osso Jr.
Frederik W. Mohn
Margareth Øvrum
Committee Composition
MemberName | Audit | Compensation | Finance | GSE |
---|---|---|---|---|
Glyn A. Barker* | Member | Chair | ||
Vanessa C.L. Chang* | Chair | Member | ||
Frederico F. Curado | Chair | |||
Nick Dell'Osso | Chair | Member | ||
Vincent J. Intrieri | Member | |||
Samuel Merksamer | Member | Member | ||
Frederik W. Mohn* | Member | Member | ||
Margareth Øvrum | Member | Member |
* Audit Committee Financial Expert