Transocean Proxy Statement and 2010 Annual Report

Role of the Committee
The Committee is responsible for overseeing our executive compensation program. Specifically, the
Committee is responsible for:
• reviewing and approving the compensation paid to and the benefits received by our executive
officers and other officers at or above the Senior Vice President level;
• annually establishing focus areas for our Chief Executive Officer, annually evaluating our Chief
Executive Officer’s performance in light of these focus areas (with the participation of our full
Board of Directors), and setting our Chief Executive Officer’s compensation based on this
evaluation and after reviewing data concerning the competitive market;
• establishing and administering our executive compensation plans and arrangements which provide
benefits to our executive officers and other officers at or above the Senior Vice President level in
accordance with the goals and objectives of our Company as established by the Board;
• considering and making recommendations to our Board of Directors concerning the existing
executive compensation programs and changes to such programs;
• considering and approving executive employment and severance agreements or other contractual
agreements that may be entered into with our executive officers (which shall not include ‘‘singletrigger’’
change-in-control agreements);
• reviewing and discussing this Compensation Discussion and Analysis with our management and,
based upon such review and discussion, recommending to our Board of Directors that the
Compensation Discussion and Analysis be included in the proxy statement for our annual meeting
of shareholders; and
• assessing the risks associated with the Company’s compensation arrangements.
The Committee may delegate any of its powers or responsibilities to a subcommittee or
subcommittees composed of one or more members of the Committee provided that the decisions of such
subcommittee are presented to the full Committee at its next regularly scheduled meeting. Our Chief
Executive Officer has been delegated authority to award restricted shares, restricted units and deferred
units under our Company’s Long-Term Incentive Plan to recently hired employees, excluding our executive
officers and other officers at or above the Senior Vice President level, not to exceed an aggregate of
100,000 shares per calendar year. The Committee has delegated to a subcommittee composed of its
Chairman and an additional committee member the authority to approve interim compensation resulting
from promotions, competitive realignment, or the hiring of new executive officers (excluding the Chief
Executive Officer) between meetings of the Committee, including, but not limited to, establishing annual
base salary, annual bonus targets, long-term incentive plan targets, and granting equity awards. The
Committee is notified of compensation actions taken by our Chief Executive Officer or this subcommittee
at the meeting following the date such actions are taken.
The Committee is composed solely of Board members who (a) are not employees of the Company,
(b) meet the independence requirements of the New York Stock Exchange, and (c) meet the qualifications
of outside directors under Section 162(m) of the U.S. Internal Revenue Code. The Committee currently
consists of three directors: Edward R. Muller (chairman), Martin B. McNamara and Robert M. Sprague.
John L. Whitmire was the Chairman of the Committee until his resignation from the Board in June 2010.
The Compensation Consultant
To assist it in discharging its responsibilities, in August 2009 the Committee engaged Longnecker, an
executive compensation consulting firm, to serve as the Committee’s compensation consultant.
In order not to impair the independence of the Committee’s compensation consultant or to create the
appearance of such an impairment, in February 2009 the Committee adopted a policy that any
compensation consultant to the Committee may not provide other services to our Company in excess of
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