Transocean Proxy Statement and 2010 Annual Report

7. Mandatory Offer Requirement / Change of Control
7.1 Duty to make a public takeover offer
Pursuant to the applicable provisions of the SESTA, any person that acquires shares of a listed Swiss
company, whether directly or indirectly or acting in concert with third parties, which shares, when taken together
with any other shares of such company held by such person (or such third parties), exceed the threshold of 33 1 /3%
of the voting rights (whether exercisable or not) of such company, must make a takeover bid to acquire all the other
listed shares of such company. A company’s articles of association may either eliminate this provision of the
SESTA or may raise the relevant threshold to 49% (“opting-out” or “opting-up” respectively).
Our Articles of Association do not contain an opting-out or opting-up provision pursuant to art. 22 SESTA.
7.2 Change of Control Clauses
Please refer to Transocean's compensation discussion and analysis on page P-34 et seq. of this Annual
Report under the caption “Compensation Discussion and Analysis” for information on the severance and change of
control agreements in place with Transocean' executive officers, and regarding the potential payments in the event
of termination of service of an executive officer or a change in control of Transocean.
8. Auditor
8.1 Duration of the mandate and term of office of the lead auditors
Under the Company’s Articles of Association, the shareholders elect the Company’s independent statutory
auditor each year at the Annual General Meeting. Re-election is permitted. The Company’s independent Swiss
auditor is Ernst & Young Ltd., Zurich, Bleicherweg 21, CH-8002 Zurich. Ernst & Young Ltd. assumed its first audit
mandate for Transocean in 2008. Ernst & Young Ltd. were last re-elected as the Company’s auditor at the Annual
General Meeting in May 2010.
The responsible principal audit partner at Ernst & Young Ltd. as of December 31, 2010 is Robin Errico.
Robin Errico has been the principal responsible audit partner at Ernst & Young Ltd. since 2008.
For purposes of U.S. securities law reporting, Ernst & Young LLP, Houston, Texas, serves as the
Company’s independent registered public accounting firm. The Company’s independent registered public
accounting firm is appointed annually by the Audit Committee of the Board, subject to ratification by the Annual
General Meeting.
8.2/ Auditing Fees / Additional Fees
8.3
Please refer to page P-75 of this Annual Report under the caption “Fees Paid to Ernst & Young”.
8.4 Informational Instruments Pertaining to the External Audit
Please refer to page P-31 of this Annual Report under the caption “Audit Committee Report” and to
page P-76 of this Annual Report under the caption “Audit Committee Pre-Approval of Audit and Non-Audit
Services.”
9. Information Policy
The Company reports its financial results quarterly with an earnings press release.
The Company’s 2011 Annual General Meeting is to be held on May 13, 2011 at Lorzensaal Cham,
Dorfplatz 3, CH-6330 Cham, Switzerland.
All registered shareholders and all shareholders in the United States that hold their shares through a U.S.
bank or brokerage or other nominee receive a copy of the Transocean Annual Report and Invitation and Proxy
Statement, or a notice that such documents are available. The Annual Report contains an overview of Transocean’s
business in the fiscal year, audited financial statements for the group and the Company, the Corporate Governance
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