Transocean Proxy Statement and 2010 Annual Report

Note 7—Board of Directors Compensation
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued
Directors who are employees of the Company do not receive compensation for Board service. At present, all of the directors except Mr.
Newman are non-employees and receive compensation.
We use a combination of cash and equity incentive compensation to attract and retain qualified candidates to serve on our Board. The
Corporate Governance Committee of the Board annually reviews the compensation paid to our directors and considers the significant
amount of time directors expend in fulfilling their duties to the Company as well as the skill level we require of members of the Board.
Non-employee director compensation is listed in the table below:
(in CHF) 2010 (a) 2009 (a)
Annual retainer
Additional annual retainer for Committee Chairmen:
93,857
Audit Committee 36,500
Executive Compensation Committee
Corporate Governance, Finance and Benefits, and Health, Safety and
20,857
Environment Committees 10,429
Board meeting attendance fee (b) 2,607
Committee meeting attendance fee (c) 2,607
Grant of deferred units in CHF 273,408
SR-8
97,716
38,001
21,715
10,857
2,714
2,714
270,072
(a) Non-employee director compensation is paid in USD and did not change from 2009 to 2010. The fees fluctuation from 2009 in the
table above is due to the difference in exchange rate used for the presentation of the Swiss statutory financial statements.
(b) The board meeting attendance fee is paid for those meetings that were attended in excess of the four regularly scheduled board
meetings.
(c) The committee meeting attendance fee is only paid for those meetings that were attended in excess of four regularly scheduled
committee meetings.
Mr. Rose serves the Company as its non-executive Chairman of the Board, in which capacity he receives a CHF 346,230 annual retainer in
lieu of the annual retainer the other non-employee directors receive. Mr. Talbert serves the Company as its non-executive Vice Chairman,
in which capacity he receives a CHF 52,143 annual retainer in addition to the CHF 93,857 retainer. Mr. Rose and Mr. Talbert also receive
the same meeting fees and the CHF 273,408 grant of deferred units to non-employee directors described above.
In addition, we pay or reimburse our directors’ travel and incidental expenses incurred for attending Board, committee and shareholder
meetings and for other Company business-related purposes.
At our Board meeting held immediately after the 2010 annual general meeting of our shareholders, the Board granted 3,703 deferred units
to each non-employee director equal in aggregate value to CHF 273,408 based upon the average price of the high and low sales prices of
our shares for the 10 trading days immediately prior to the date of our Board meeting (calculated at CHF 73.83 per share). The terms of the
deferred units included vesting in equal installments over three years, on the first, second and third anniversaries of the date of grant, and a
requirement that each director hold the vested deferred units or the shares attributable to such units until they leave the Board.