Transocean Proxy Statement and 2010 Annual Report

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TRANSOCEAN LTD. NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued The following table summarizes the compensation of our non-employee directors for 2009: Total Annual compensation Fees earned deferred Name Function (a) (b) units (c) (CHF) (CHF) (CHF) Robert E. Rose Chairman of the Board 630,534 360,462 270,072 W. Richard Anderson (d), (e) Member of the Board Member of the Board and Chairman of 409,588 139,516 270,072 Thomas W. Cason (e) the Audit Committee 447,589 177,517 270,072 Richard L. George (d), (g) Member of the Board 367,788 97,716 270,072 Victor E. Grijalva (e) Member of the Board Member of the Board and Chairman of 407,960 137,888 270,072 Martin B. McNamara (f), (g) the Corporate Governance Committee 383,531 113,459 270,072 Edward R. Muller (f), (g) Member of the Board 372,673 102,601 270,072 Robert M. Sprague (f) Member of the Board Member of the Board and Chairman of 372,673 102,601 270,072 Ian C. Strachan (d), (e) the Finance/Benefits Committee 416,103 146,031 270,072 J. Michael Talbert (d), (g) Member of the Board Member of the Board and Chairman of the 367,788 97,716 270,072 John L. Whitmire (f) Executive Compensation Committee 394,931 124,859 270,072 Total 4,571,158 1,600,366 2,970,792 (a) Compensation for the period of Board membership from January 1, 2009 to December 31, 2009. (b) Fees earned from January 1, 2009 to December 31, 2009. (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 SR-10 Annual deferred units in shares 3,565 3,565 3,565 3,565 3,565 3,565 3,565 3,565 3,565 3,565 3,565 39,215
Note 8—Executive Management Compensation TRANSOCEAN LTD. NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued The total compensation of the executive officers of the Company is summarized in the table below. In accordance with its authority under the Company's organizational regulations, the Board of Directors determined that all officers who meet the definition of officers under Section 16 of the Securities and Exchange Act of 1934, as amended, are members of the Company’s executive management. The table below reflects the determination by the Board of Directors of the new composition of executive management. Corresponding amounts in prior year tables are presented in accordance with the above definition to conform to the current year presentation. Steven L. Newman Arnaud Bobillier Ihab Toma Eric B. Brown Ricardo H. Rosa John H. Briscoe Robert L. Long Cheryl D. Richard Robert J. Saltiel Total Name Function Year President and Chief Executive Officer since March 1, 2010; and Member of the Board since May 14, 2010 Executive Vice President, Asset and Performance Executive Vice President, Global Business since August 16, 2010; Senior Vice President, Marketing and Planning from August 17, 2009 to August 16, 2010 Senior Vice President and General Counsel Senior Vice President and Chief Financial Officer since September 1, 2009 Vice President and Controller Chief Executive Officer and a Member of Board of Directors until February 28, 2010 Senior Vice President, Human Resources and I.T. until May 31, 2010 Gregory L. Cauthen Former Senior Vice President and Chief Financial Officer until August 31, 2009 Former Executive Vice President and Chief Operating Officer until December 14, 2009 SR-11 Total salary and other non share-based compensation 2010 1,909,741 2009 2,222,181 2010 1,164,546 2009 1,721,640 2010 931,123 2009 359,606 2010 1,839,752 2009 1,830,279 2010 1,352,025 2009 1,949,063 2010 377,889 2009 465,115 2010 21,439,224 2009 5,103,508 2010 8,660,099 2009 943,232 2010 - 2009 1,356,752 2010 - 2009 892,258 2010 37,674,399 2009 16,843,634 Total share-based compensation Total compensation (CHF) (CHF) (CHF) 4,078,555 3,822,878 1,931,454 2,085,149 1,677,639 559,529 1,965,271 2,085,149 2,152,245 1,668,168 1,262,556 695,058 - 10,564,947 1,015,198 1,668,168 - 309,682 - - 14,082,918 23,458,728 5,988,296 6,045,059 3,096,000 3,806,789 2,608,762 919,135 3,805,023 3,915,428 3,504,270 3,617,231 1,640,445 1,160,173 21,439,224 15,668,455 9,675,297 2,611,400 - 1,666,434 - 892,258 51,757,317 40,302,362
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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 195 and 196: TRANSOCEAN LTD. AND SUBSIDIARIES NO
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Page 227 and 228: (3) Exhibits The following exhibits
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Page 240 and 241: Note 1—General TRANSOCEAN LTD. NO
Page 242 and 243: TRANSOCEAN LTD. NOTES TO STATUTORY
Page 244 and 245: Note 7—Board of Directors Compens
Page 250 and 251: As of December 31, 2009 Name TRANSO
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Page 256 and 257: provided, however, that: TRANSOCEAN
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Page 270 and 271: Long-Term Incentive Plan The annual
Page 272 and 273: Pension Benefits for Fiscal Year 20
Page 274 and 275: Our Articles of Association further
Page 276 and 277: 7. Mandatory Offer Requirement / Ch
Page 278 and 279: Annex 1 Subsidiaries of Transocean
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Page 287 and 288: Board Of Directors Robert E. Rose C
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