Transocean Proxy Statement and 2010 Annual Report

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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 CG-20
Report and other key financial and business information. The Invitation and Proxy Statement includes a description of the matters to be acted upon at the Annual General Meeting of shareholders, a compensation report on executive officers and directors' compensation, and other disclosures required under applicable Swiss and U.S. laws. Transocean holds public conference calls after its quarterly earnings releases to discuss the results and present an opportunity for institutional analysts to ask questions of the Chief Executive Officer and Chief Financial Officer. These events are webcast and remain available on Transocean’s Investor Relations website for a period of time after the events. Transocean's management also regularly participates in institutional investor seminars and road shows, many of which are also webcast. Our Investor Relations website is located at http://www.deepwater.com/fw/main/Investor-Relations- 272.html. We post and maintain an archive of our earnings and other press releases, current reports, annual and quarterly reports, earnings release schedule, information regarding annual general meetings, further information on corporate governance, and other information regarding the Company on the Investor Relations website. The information we post includes, and in the future will include, filings we make with the SEC, including reports on Forms 8-K, 10-K, 10-Q, and our proxy statement related to our annual general meeting, including our compensation report on executive officers and directors' compensation, and any amendments to those reports or statements filed or furnished pursuant to U.S. securities laws. All such filings and information are available free of charge on our web site, and we make them available on the web site as soon as reasonably possible after we file or furnish them with the SEC. The contents of these web sites are not intended to be incorporated by reference into this Report or in any other report or document we file and our references to these websites are intended to be inactive textual references only. In addition, Transocean publishes press releases upon occurrence of significant events within Transocean. Shareholders and members of the public may elect to receive e-mails when Transocean issues press releases upon occurrence of significant events within Transocean or other press releases by subscribing through http://www.deepwater.com/fw/main/Investor-Relations-272.html. As a Swiss company whose shares are traded on SIX, and as a company subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended, we file reports on transactions in Transocean securities by directors and executive officers. The reports that we file with the SEC on Forms 3, 4 and 5 may be accessed on our website or on the SEC’s website at http://www.sec.gov, and the reports that we file that are published by SIX may be accessed at http://www.six-exchange-regulation.com/obligations/management_transactions_en.html. CG-21
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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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Note 13—Postemployment Benefit Pl
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Page 225 and 226: PART III Item 10. Directors, Execut
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Page 242 and 243: TRANSOCEAN LTD. NOTES TO STATUTORY
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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
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Transocean Proxy Statement and 2010 Annual Report

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