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2015 Proxy Statement and 2014 Annual Report
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2014 Annual Report
ContentsAbout Transocean Ltd.Letter to Shareholders
Proxy Statement
Table of ContentsNotice to ShareholdersProxy SummaryInvitation to Annual General Meeting of Transocean Ltd.Important Notice Regarding the Availability of Proxy MaterialsInformation about the Meeting and VotingAgenda Item 1. Approval of the 2014 Annual Report, Including the Audited Consolidated Financial Statements of Transocean Ltd. for Fiscal Year 2014 and the Audited Statutory Financial Statements of Transocean Ltd. for Fiscal Year 2014Agenda Item 2. Discharge of the Members of the Board of Directors and the Executive Management Team from Liability for Activities during Fiscal Year 2014Agenda Item 3. Appropriation of Available Earnings for Fiscal Year 2014Agenda Item 4. Distribution of a Dividend in the Amount of US $0.60 per Outstanding Share of the Company out of the General Legal Reserves from Capital Contribution (by way of a release and allocation of general legal reserves from capital contribution to dividend reserves from capital contribution)Agenda Item 5. Reelection of Ten Directors for a Term Extending Until Completion of the Next Annual General MeetingAgenda Item 6. Election of the Chairman of the Board of Directors for a Term Extending Until Completion of the Next Annual General MeetingAgenda Item 7. Election of the Members of the Compensation Committee, Each for a Term Extending Until Completion of the Next Annual General MeetingAgenda Item 8. Reelection of the Independent Proxy for a Term Extending Until Completion of the Next Annual General MeetingAgenda Item 9. Appointment of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2015 and Reelection of Ernst & Young Ltd, Zurich, as the Company's Auditor for a Further One-Year TermAgenda Item 10. Advisory Vote to Approve Named Executive Officer CompensationAgenda Item 11. Prospective Votes on the Maximum Compensation of the Board of Directors and the Executive Management TeamAgenda Item 12. Approval of the 2015 Long-Term Incentive Plan of Transocean Ltd.
Proxy Statement (cont.)
Corporate GovernanceBoard Meetings and Committees2014 Director CompensationAudit Committee ReportSecurity Ownership of Certain Beneficial OwnersSecurity Ownership of Directors and Executive OfficersCompensation Discussion and AnalysisCompensation Committee ReportExecutive Compensation- Summary Compensation Table- Grants of Plan-Based Awards for 2014- Outstanding Equity Awards at Year-End 2014- Option Exercises and Shares Vested for 2014- Pension Benefits for 2014- Nonqualified Deferred Compensation for 2014- Potential Payments Upon Termination or Change of ControlEquity Compensation Plan InformationOther MattersAnnex A - Proposed Shareholder ResolutionAnnex B - 2015 Long Term Incentive Plan
Swiss Compensation ReportForm 10-K: Part I
IndexForward-Looking Information1. Business1A. Risk Factors1B. Unresolved Staff Comments2. Properties3. Legal Proceedings4. Mine Safety Disclosures
Part II
5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities6. Selected Financial Data7. Management's Discussion and Analysis of Financial Condition and Results of Operations7A. Quantitative and Qualitative Disclosures About Market Risk8. Financial Statements and Supplementary Data- Management's Report on Internal Control Over Financial Reporting- Reports of Independent Registered Public Accounting Firm- Consolidated Statements of Operations- Consolidated Statements of Comprehensive Income (Loss)- Consolidated Balance Sheets- Consolidated Statements of Equity- Consolidated Statements of Cash Flows- Notes to Consolidated Financial Statements9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure9A. Controls and Procedures9B. Other Information
Part III & IV
10. Directors, Executive Officers and Corporate Governance11. Executive Compensation12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters13. Certain Relationships and Related Transactions, and Director Independence14. Principal Accounting Fees and Services15. Exhibits and Financial Statement SchedulesSchedule II - Valuation and Qualifying AccountsSignaturesStatutory Financial Statements- Report of the Statutory Auditor on the Financial Statements- Statements of Operations- Balance Sheets- Notes to Statutory Financial Statements- Proposed Appropriation of Available EarningsCorporate Governance Report
Shareholders Information
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