Transocean Proxy Statement and 2010 Annual Report

Hedging Policy
In order to discourage our executive officers from hedging their long positions in the Company’s
shares, we have a policy that prohibits any of our executive officers from holding derivative instruments
tied to our shares, other than derivative instruments issued by us, such as our convertible notes.
Limitations on Deductibility of Non-Performance Based Compensation
To the extent attributable to our United States subsidiaries and otherwise deductible, Section 162(m)
of the Internal Revenue Code limits the tax deduction that United States subsidiaries can take with respect
to the compensation of designated executive officers, unless the compensation is ‘‘performance-based.’’
Under our LTIP, the Committee has the discretion to award performance-based cash compensation
that qualifies under Section 162(m) of the Internal Revenue Code based on the achievement of objective
performance goals. All executive officers are eligible to receive this type of award. The Committee has
determined, and may in the future determine, to award compensation that does not qualify under
Section 162(m) as performance-based compensation.
EXECUTIVE COMPENSATION COMMITTEE REPORT
The Executive Compensation Committee of the Board of Directors has reviewed and discussed the
above Compensation Discussion and Analysis with management. Based on such review and discussions,
the Executive Compensation Committee recommended to the Company’s Board of Directors that the
above Compensation Discussion and Analysis be included in this proxy statement.
Members of the Executive Compensation Committee:
Edward R. Muller, Chairman
Martin B. McNamara
Robert M. Sprague
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