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Transocean Proxy Statement and 2010 Annual Report

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3.3.2 Time of First Election / Remaining Term of Office for each Director<br />

Name Age (1) Position First Election Remaining Term<br />

Steven L. Newman 46 Executive director <strong>2010</strong> 2 years<br />

Thomas W. Cason 68 Independent outside director 2007 2 years<br />

Robert B. Sprague 66 Independent outside director 2004 2 years<br />

J. Michael Talbert 64 Independent outside director 1994 2 years<br />

Victor E. Grijalva 72 Independent outside director 1999<br />

Expires at the<br />

2011 AGM (2)<br />

Proposed for<br />

Martin B. McNamara 63 Independent outside director 1994<br />

reelection at 2011<br />

AGM<br />

Robert E. Rose 71 Independent outside director 2007<br />

Expires at the<br />

2011 AGM (2)<br />

Proposed for<br />

Ian C. Strachan 67 Independent outside director 1999<br />

reelection at 2011<br />

AGM<br />

W. Richard Anderson 57 Independent outside director 2007 1 year<br />

Edward R. Muller 59 Independent outside director 2007 1 year<br />

Richard L. George 60 Independent outside director 2007<br />

Resigned effective<br />

February 11, 2011<br />

(1)<br />

Age as of February 15, 2011.<br />

(2)<br />

Messrs. Robert E. Rose <strong>and</strong> Victor E. Grijalva will not st<strong>and</strong> for re-election at the 2011 annual<br />

general meeting.<br />

For further information regarding the proposed election of new directors <strong>and</strong> the reelection of existing<br />

directors refer to page P-16 of this <strong>Annual</strong> <strong>Report</strong> under the heading “Agenda Item 9, Election of Three New<br />

Directors—Jagjeet S. Bindra, Steve Lucas <strong>and</strong> Tan Ek Kia; Reelections.”<br />

3.4 Internal Organizational Structure<br />

The Board is ultimately responsible for the general policies <strong>and</strong> management of the Company. The Board<br />

establishes the strategic, organizational, accounting <strong>and</strong> financing policies to be followed by the Company <strong>and</strong> the<br />

other group companies. The Board has delegated the conduct of the day-to-day business operations to Executive<br />

Management, which is headed by Steven L. Newman, President <strong>and</strong> CEO. The Board met four times in <strong>2010</strong>. For<br />

further information on the allocation of tasks with the Board, the membership, tasks <strong>and</strong> area of responsibility of the<br />

Board Committees, <strong>and</strong> the work methods of the Board <strong>and</strong> its Committees, refer to page P-21 et seq. of this <strong>Annual</strong><br />

<strong>Report</strong> under the caption “Corporate Governance.”<br />

3.5 Definition of Areas of Responsibility<br />

For information regarding the general principles regarding the areas of responsibility between the Board of<br />

Directors <strong>and</strong> Executive Management, including the responsibility <strong>and</strong> composition of the committees of the Board<br />

of Directors, refer to (i) page P-21 et seq. of this <strong>Annual</strong> <strong>Report</strong> under the caption “Corporate Governance,” <strong>and</strong> (ii)<br />

page AR-31of this <strong>Annual</strong> <strong>Report</strong> under the caption “Executive Officers of the Registrant.”<br />

3.6 Information <strong>and</strong> Control Instruments Vis-à-vis Executive Management<br />

The Board uses several tools to be kept informed about group operations <strong>and</strong> exercise control over executive<br />

management:<br />

� The Board receives a quarterly performance <strong>and</strong> financial report from executive management. The report is<br />

comprised of consolidated financial information <strong>and</strong> includes: (i) an income statement, balance sheet, <strong>and</strong><br />

cash flow statement, including a comparison of each to budgeted <strong>and</strong> prior year figures; (ii) management<br />

performance comments; <strong>and</strong> (iii) communication of key issues.<br />

CG-11

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