Transocean Proxy Statement and 2010 Annual Report

e disclosed and not whether a particular director was independent. Under those rules, the relationships
satisfying the categorical standards were not required to be disclosed or separately discussed in our proxy
statement.
A relationship satisfies the categorical standards adopted by the Board if it:
• is a type of relationship addressed in: Item 404 of Regulation S-K of the Securities Act of 1933
(containing requirements for disclosure of related person transactions in a company’s proxy
statement), but under those rules, disclosure is not required, or Section 303A.02(b) of the NYSE
Listed Company Manual (listing relationships that preclude a determination of independence), but
under those rules, a determination of independence is not precluded; or
• results from charitable contributions by the Company to an organization where a director is an
executive officer and such contributions do not exceed the greater of $100,000 or 1% of the
organization’s gross revenue in any of the last three years.
Mr. Anderson is the Chief Financial Officer of Eurasia Drilling Company Limited (‘‘EDC’’). The
Company sold an entity that owns one of the Company’s rigs to EDC in February 2011. This transaction
resulted in payments to the Company by the EDC entity in excess of the greater of $1 million or 2% of
EDC’s consolidated gross revenues. As such, these payments preclude a finding that Mr. Anderson is
independent under the listing standards of the NYSE. The Board has evaluated this relationship and, after
considering all relevant facts and circumstances, has determined that Mr. Anderson is no longer
independent.
Mr. Tan is a director of Keppel Corporation (‘‘Keppel’’). The Company contracts with Keppel and its
affiliates from time to time for services related to rig construction and shipyard work. In 2010, Keppel
received approximately $76.3 million from the Company for the provision of such services. The Board
evaluated this relationship and determined that Mr. Tan is independent under the listing standards of the
NYSE. Mr. Tan, as a non-executive director of Keppel, is not involved in the negotiation of Keppel’s
contracts with the Company, and the value of these contracts was not material to either of the parties.
Executive Sessions. Our independent directors met in executive session without management at each
regularly scheduled Board meeting in 2010. During 2011, they are again scheduled to meet in executive
session at each regularly scheduled Board meeting. The independent directors previously designated
Robert E. Rose, the Chairman of the Board, to act as the presiding director for their meetings. As
Mr. Rose is not standing for reelection at the 2011 annual general meeting, the Board will designate a new
Chairman of the Board following the 2011 annual general meeting and the independent directors will
designate a new presiding director for their meetings. Shareholders or other interested persons may send
communications to the presiding director or to the independent directors as a group by writing to him or to
the independent directors as a group c/o the Corporate Secretary, Transocean Ltd., Turmstrasse 30,
CH-6300 Zug, Switzerland. The Corporate Secretary will forward these communications as appropriate to
the addressee depending on the facts and circumstances outlined in the communication. The independent
directors have directed the Corporate Secretary not to forward certain items such as spam, junk mailings,
product inquiries, resumes and other forms of job inquiries, surveys and business solicitations.
Additionally, the independent directors have advised the Corporate Secretary not to forward material that
is illegal or threatening, but to make the presiding director aware of such material which he may request be
forwarded, retained, or destroyed at his discretion.
Director Nomination Process. The Board has designated the Corporate Governance Committee as
the committee authorized to consider and recommend nominees for the Board. We believe that all
members of the Committee meet the NYSE independence requirements.
Our Corporate Governance Guidelines require that the Corporate Governance Committee assess the
needs of our Company and the Board so as to recommend candidates who will further our goals. In making
that assessment, the Committee has determined that a candidate must have the following minimum
qualifications:
• high professional and personal ethics and values;
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