Transocean Proxy Statement and 2010 Annual Report

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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.
TRANSOCEAN LTD. NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued The following table summarizes the compensation of our non-employee directors for 2010: Total Annual compensation Fees earned deferred Name Function (a) (b) units (c) (CHF) (CHF) (CHF) Robert E. Rose Chairman of the Board 622,245 348,837 273,408 W. Richard Anderson (d), (e), (h) Member of the Board Member of the Board and Chairman of 419,408 146,000 273,408 Thomas W. Cason (e) (i) the Audit Committee 508,052 234,644 273,408 Richard L. George (d), (g), (h) Member of the Board 367,265 93,857 273,408 Victor E. Grijalva (e), (h) Member of the Board Member of the Board and Chairman of 419,408 146,000 273,408 Martin B. McNamara (f), (g) the Corporate Governance Committee Member of the Board and Chairman of the 380,301 106,893 273,408 Edward R. Muller (f), (g) Executive Compensation Committee Member of the Board and Chairman of the Health, Safety, and Environment 377,864 104,456 273,408 Robert M. Sprague (f), (h) Committee Member of the Board and Chairman of 373,868 100,460 273,408 Ian C. Strachan (d), (e) the Finance/Benefits Committee 424,623 151,215 273,408 J. Michael Talbert (d), (g) Vice Chairman of the Board 389,852 116,444 273,408 John L. Whitmire Member of the Board until June 30, 2010 333,372 59,964 273,408 Total 4,616,258 1,608,770 3,007,488 SR-9 Annual deferred units in shares (a) Compensation for the period of Board membership from January 1, 2010 to December 31, 2010. (b) Fees earned from January 1, 2010 to December 31, 2010. (c) Deferred units are based on the fair value granted during the year. (d) Members of the Finance/Benefits Committee (e) Members of the Audit Committee (f) Members of Executive Compensation Committee (g) Members of Corporate Governance Committee (h) Members of Health, Safety, and Environment Committee (i) On November 18, 2010, the Board of Directors granted Mr. Cason a special cash award of CHF 52,143 for extraordinary efforts and time expended in connection with FCPA investigations by the Company. 3,703 3,703 3,703 3,703 3,703 3,703 3,703 3,703 3,703 3,703 3,703 40,733
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Transocean Proxy Statement and 2010
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2010 LETTER TO THE SHAREHOLDERS We
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In addition to a focus on meeting o
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Agenda Items INVITATION TO ANNUAL G
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(9) Election of Three New Directors
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We may accept a proxy by any form o
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PROXY STATEMENT FOR ANNUAL GENERAL
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of the dividend reserve from capita
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You may revoke your proxy card at a
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AGENDA ITEM 2. Discharge of the Mem
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AGENDA ITEM 4. Reallocation of Free
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AGENDA ITEM 6. Conditional Agenda I
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Proposal of the Board of Directors
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AGENDA ITEM 8. Reduction of the Max
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Nominees for Director—Class III
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November 2007. Since August 2008, M
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The Board of Directors has conclude
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e disclosed and not whether a parti
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Submit nominations to our Corporate
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The Executive Compensation Committe
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Committee is ‘‘financially lite
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AUDIT COMMITTEE REPORT The Audit Co
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SECURITY OWNERSHIP OF DIRECTORS AND
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As a direct consequence of the Maco
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Executive Compensation Program—Gu
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$100,000. Accordingly, neither Long
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Element Targeted Position Comments
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In February 2010, the Committee rev
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Safety Performance. Our business in
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Timing of the system roll out compr
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total target value for stock option
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Executive Compensation Program—He
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Perquisites and Other Personal Bene
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• a cash severance benefit equal
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Summary Compensation Table EXECUTIV
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(17) In 2010, Mr. Toma’s base pay
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Outstanding Equity Awards at Fiscal
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Option Exercises and Shares Vested
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offset to allow for the fact that h
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Contributions are based on a partic
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(3) The terms and conditions of the
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(1) Based on the target (100%) payo
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Mr. Newman Mr. Rosa Mr. Brown Mr. B
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AGENDA ITEM 10 Appointment of Ernst
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Proposal AGENDA ITEM 11. Advisory V
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OTHER MATTERS Compensation Committe
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Annexes P-81
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(2) Shareholders may, upon the term
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3 Der Verwaltungsrat ist ermächtig
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Annex C Amended Article 22 of the A
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TRANSOCEAN LTD. AND SUBSIDIARIES IN
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Item 1. Business PART I Overview Tr
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Jackup rigs are mobile self-elevati
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Midwater Floaters The following tab
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Markets Our operations are geograph
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Integrated Services From time to ti
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Item 1A. Risk Factors Risks related
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Our business depends on the level o
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events” above. Our inability to r
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The application of the Working Time
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We are subject to litigation that,
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these tests, “passive income” i
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Item 2. Properties The description
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LDEQ would not rescind the enforcem
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Patent litigation—In 2007, severa
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Executive Officers of the Registran
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PART II Item 5. Market for Registra
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the “virtual second trading line
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Item 6. Selected Financial Data The
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payment of $453 million. In connect
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Midwater Floaters—For our Midwate
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Fleet average daily revenue—The f
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services operations and (d) approxi
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Depreciation, depletion and amortiz
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AR-49 Years ended December 31, 2010
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During the year ended December 31,
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applicable margin, ranging from 3.1
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Contractual obligations—As of Dec
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Plan assets—We review our investm
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Ports and Waterways Safety Act, the
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such U.S. business. In November 200
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Related Party Transactions Pacific
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and the long-term impact of those u
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in partial exposure to foreign exch
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REPORT OF INDEPENDENT REGISTERED PU
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To the General Meeting of Transocea
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TRANSOCEAN LTD. AND SUBSIDIARIES CO
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TRANSOCEAN LTD. AND SUBSIDIARIES CO
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TRANSOCEAN LTD. AND SUBSIDIARIES NO
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Page 193 and 194: TRANSOCEAN LTD. AND SUBSIDIARIES NO
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Page 240 and 241: Note 1—General TRANSOCEAN LTD. NO
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Page 250 and 251: As of December 31, 2009 Name TRANSO
Page 252 and 253: As of December 31, 2009 TRANSOCEAN
Page 256 and 257: provided, however, that: TRANSOCEAN
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Transocean Proxy Statement and 2010 Annual Report

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