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Transocean Proxy Statement and 2010 Annual Report

Transocean Proxy Statement and 2010 Annual Report

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OTHER MATTERS<br />

Compensation Committee Interlocks <strong>and</strong> Insider Participation<br />

The members of the Executive Compensation Committee of the Board of Directors during the last<br />

completed fiscal year were Edward R. Muller, Chairman, Martin B. McNamara <strong>and</strong> Robert M. Sprague.<br />

John L. Whitmire was the Chairman of the Committee until his resignation from the Board in June <strong>2010</strong>.<br />

There are no matters relating to interlocks or insider participation that we are required to report.<br />

Section 16(a) Beneficial Ownership <strong>Report</strong>ing Compliance<br />

Federal securities laws require the Company’s executive officers <strong>and</strong> directors, <strong>and</strong> persons who own<br />

more than ten percent of the Company’s shares, to file initial reports of ownership <strong>and</strong> reports of changes<br />

in ownership of the Company’s equity securities with the Securities <strong>and</strong> Exchange Commission. Based<br />

solely on a review of such reports furnished to the Company <strong>and</strong> written representations as to Form 5<br />

requirements for <strong>2010</strong>, the Company believes that two officers failed to file a report on a timely basis in<br />

<strong>2010</strong> <strong>and</strong> that no beneficial owner of more than ten percent of the Company’s shares failed to file a report<br />

on a timely basis during <strong>2010</strong>. Mr. Rosa failed to timely report the purchase of 175 of the Company’s<br />

shares on July 20, <strong>2010</strong>, <strong>and</strong> Mr. Toma failed to timely report the conversion of 1,411 of his time-vested<br />

deferred units into shares upon the vesting of the deferred units on August 17, <strong>2010</strong>.<br />

Solicitation of Proxies<br />

The accompanying proxy is being solicited on behalf of the Board of Directors. The expenses of<br />

preparing, printing <strong>and</strong> mailing the proxy <strong>and</strong> the materials used in the solicitation will be borne by us. We<br />

have retained D. F. King & Co., Inc. for a fee of $18,500, plus expenses, to aid in the solicitation of proxies.<br />

Proxies may be solicited by personal interview, mail, telephone, facsimile, Internet or other means of<br />

electronic distribution by our directors, officers <strong>and</strong> employees, who will not receive additional<br />

compensation for those services. Arrangements also may be made with brokerage houses <strong>and</strong> other<br />

custodians, nominees <strong>and</strong> fiduciaries for the forwarding of solicitation materials to the beneficial owners of<br />

shares held by those persons, <strong>and</strong> we will reimburse them for reasonable expenses incurred by them in<br />

connection with the forwarding of solicitation materials.<br />

Householding<br />

The SEC permits a single set of annual reports <strong>and</strong> proxy statements to be sent to any household at<br />

which two or more shareholders reside if they appear to be members of the same family. Each shareholder<br />

continues to receive a separate proxy card. This procedure, referred to as householding, reduces the<br />

volume of duplicate information shareholders receive <strong>and</strong> reduces mailing <strong>and</strong> printing expenses. A<br />

number of brokerage firms have instituted householding.<br />

As a result, if you hold your shares through a broker <strong>and</strong> you reside at an address at which two or<br />

more shareholders reside, you will likely be receiving only one annual report <strong>and</strong> proxy statement unless<br />

any shareholder at that address has given the broker contrary instructions. However, if any such beneficial<br />

shareholder residing at such an address wishes to receive a separate annual report or proxy statement in<br />

the future, or if any such beneficial shareholder that elected to continue to receive separate annual reports<br />

or proxy statements wishes to receive a single annual report or proxy statement in the future, that<br />

shareholder should contact their broker or send a request to Investor Relations at our offices in the United<br />

States, at 4 Greenway Plaza, Houston, Texas 77046. We will deliver, promptly upon written or oral request<br />

to Investor Relations, a separate copy of the <strong>2010</strong> <strong>Annual</strong> <strong>Report</strong> <strong>and</strong> this proxy statement to a beneficial<br />

stockholder at a shared address to which a single copy of the documents was delivered.<br />

Proposals of Shareholders<br />

Shareholder Proposals in the <strong>Proxy</strong> <strong>Statement</strong>. Rule 14a-8 under the Securities Exchange Act of 1934<br />

addresses when a company must include a shareholder’s proposal in its proxy statement <strong>and</strong> identify the<br />

P-79

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