Form 8-K Transocean Ltd. For: Nov 18

Switzerland

000-53533

98-0599916

(State or other jurisdiction of

(Commission

(I.R.S. Employer

incorporation or organization)

File Number)

Identification No.)

10 Chemin de Blandonnet

1214 Vernier, Geneva

Switzerland

CH-1214

(Address of principal executive offices)

(zip code)

Number

Description

3.1

Organizational Regulations of Transocean Ltd., adopted November 18, 2016.

TRANSOCEAN LTD.

Date: November 23, 2016

By:

 /s/ Daniel Ro-Trock

Daniel Ro-Trock

Authorized Person

Irst Qu

Number

Description

3.1

Organizational Regulations of Transocean Ltd., adopted November 18, 2016.

ARTICLE 1 Scope and Basis

Section 1.01.

Basis.

Section 1.02.

Group.

Section 1.03.

Organization.

Section 1.04.

Interpretation.

ARTICLE 2 Corporate Organization

ARTICLE 3 The Board

Section 3.01.

Constitution.

Section 3.02.

Board Composition.

Section 3.03.

Powers and Duties.

Section 3.04.

Delegation of Management.

Section 3.05.

Meetings.

Section 3.06.

Attendance Quorum; Resolutions and Minutes.

Section 3.07.

Information and Reporting.

Section 3.08.

Compensation.

Section 3.09.

Conflicts of Interest.

ARTICLE 4 Chairman and Vice-Chairman

Section 4.01.

Power and Duties.

Section 4.02.

Authority.

ARTICLE 5 Board Committees

Section 5.01.

General.

Section 5.02.

Individual Committees.

ARTICLE 6 Chief Executive Officer

Section 6.01.

Powers and Duties.

Section 6.02.

Reporting.

ARTICLE 7 Officers | Executive Management Team

Section 7.01.

Officers.

Section 7.02.

Executive Management Team.

Section 7.03.

Term of Office.

ARTICLE 8 Fiscal Year

Section 8.01.

Determination.

ARTICLE 9 General Provisions

Section 9.01.

Signatory Power.

Section 9.02.

Insurance.

Section 9.03.

Confidentiality.

Section 9.04.

Publicity.

Section 9.05.

Certain Arrangements; Compliance.

ARTICLE 10 Final Provisions

Section 10.01.

Effectiveness.

Section 10.02.

Corporate Governance Guidelines.

Section 10.03.

Change of or Amendments to these Organizational Regulations.

ARTICLE 1
Scope and Basis

Section 1.01. Basis.

Section 1.02. Group.

Section 1.03. Organization.

Section 1.04. Interpretation.

(a) Words importing the singular number shall also include the plural number and vice-versa.

(b) Words importing the masculine gender shall also include the feminine gender.

ARTICLE 2
Corporate Organization

(a) the Board of Directors (the Board);

(b) the chairman of the Board (the Chairman);

(c) the board committees established from time to time pursuant to the Articles of Association and these Organizational Regulations (the Board Committees);

(d) the chief executive officer of the Company (the Chief Executive Officer); and

(e) the Executive Management Team of the Company (the Executive Management Team).

ARTICLE 3
The Board

Section 3.01. Constitution.

Section 3.02. Board Composition.

Section 3.03. Powers and Duties.

(a) The Board is the ultimate executive body of the Company and shall determine the principles of the business strategy and policies. The Board shall exercise its function as required by law, the Articles of Association and these Organizational Regulations.

(b) The Board shall be authorized to pass resolutions on all matters that are not reserved to the General Meeting of Shareholders or to other executive bodies by applicable law, the Articles of Association or these Organizational Regulations. 

(c) In particular, the Board has the following powers and duties:

(i) the ultimate direction of the Company and the issuance of the necessary guidelines in accordance with applicable law and regulations; 

(ii) the determination of the Company's organizational structure, including the promulgation and the amendment of these Organizational Regulations;

(iii) the determination of the Company's accounting principles, financial control and financial planning;

(iv) the ultimate supervision of the persons entrusted with the management of the Company, in particular with regard to their compliance with applicable law, the Articles of Association, these Organizational Regulations and other applicable instructions and guidelines;

(v) the review and approval of the management report and the financial statements of the Company as well as the preparation of the General Meeting of Shareholders, the agenda thereof, the proposals for which shareholder approval or ratification is sought, and the implementation of its resolutions;

(vi) the adoption of resolutions concerning an increase in the share capital of the Company to the extent that such power is vested in the Board (article 651 para. 4 CO) and of resolutions concerning the confirmation of capital increases and corresponding amendments to the Articles of Association, as well as making the required report on the capital increase;

(vii) the notification of the court if the liabilities of the Company exceed the assets of the Company (article 725 CO);

(viii) the establishment of the Company's dividend policy;

(ix) the proposal to the General Meeting of Shareholders of candidates for election or re-election to the Board as members of the Board, as Chairman or as members of the Compensation Committee, upon recommendation of the Corporate Governance Committee;

(x) the response to any takeover offer for the Company;

(xi) the establishment of any code of ethics and business practice;

(xii) the determination of any membership and terms of reference of any Board Committees (other than the Compensation Committee);

(xiii) the approval of any agreements to which the Company is a party relating to mergers, demergers, transformations and/or transfer of assets, to the extent required pursuant to the Swiss Merger Act;

(xiv) the appointment and removal of the Secretary, the members of Board Committees (subject to the rights of shareholders in relation to the Compensation Committee) and the Executive Management Team, as well as the determination of their signatory power (see Section 9.01);

(xv) the approval of the annual investment and operating budget; and

(xvi) the approval of share buybacks of the Company.

Section 3.04. Delegation of Management.

Section 3.05. Meetings.

(a) The Board shall meet together for the dispatch of business, convening, adjourning and otherwise regulating its meetings as it thinks fit.  The Board shall give due consideration to the governance framework set forth in the Corporate Governance Guidelines of the Company.

(b) Regularly scheduled meetings of the Board may be held at such time and at such place as shall from time to time be determined by the Board.  Special meetings of the Board may be called by the Chairman, the Chief Executive Officer, the President, the Corporate Secretary or a majority of the Board.  Any member of the Board may request that the Chairman (or absent the

Chairman, the following persons, in the following order: the Chief Executive Officer, the President or the Corporate Secretary) convene a meeting as soon as practicable, subject to providing a reason for so requesting a meeting.

(c) No notice need be given of any regular meeting of the Board or of any adjourned meeting of the Board.  No notice need be given to any Director who signs a written waiver thereof or who attends the meeting without protesting the lack of notice.  Notices need not state the purpose of the meeting.  Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except when a Director attends and makes it known that he is attending for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully convened, and such purpose is duly recorded in the minutes of such meeting.

(d) Notice of each special meeting of the Board shall be given to each Director either by first class United States mail, or if notice is sent off from a country other than the United States of America, by a mail service equivalent to first class United States mail, at least three days before the meeting, by "overnight" or other express delivery service at least two days before the meeting, or by telegram, telex, cable, telecopy, facsimile, personal written delivery, e-mail or telephone at least one day before the meeting or on such shorter notice as the person calling such meeting may deem necessary or appropriate and which is reasonable in the circumstances.  Any notice given by telephone shall be immediately confirmed by telegram, telex, cable, telecopy, facsimile, or e-mail.  Notices are deemed to have been given:  by mail, when deposited in the mail with postage prepaid; by "overnight" or other express delivery service, the day after sending; by telegram, telex, or cable, at the time of sending; by telecopy or facsimile, upon receipt of a transmittal confirmation; and by personal delivery, e-mail or telephone, at the time of delivery.  Written notices shall be sent to a Director at the address or e-mail address designated by such Director for that purpose or, if none has been so designated, at such Director's last known residence, business or e-mail address.  Notices need not state the purpose of the meeting.

(e) Any one or more Directors or any committee thereof may participate in a meeting of the Board or committee by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

Section 3.06. Attendance Quorum; Resolutions and Minutes.

(a) Subject to Sections 3.09(e), the attendance quorum necessary for the transaction of the business of the Board shall be a majority of the whole Board.  No attendance quorum shall be required for resolutions of the Board providing for the confirmation of a capital increase or for the amendment of the Articles of Association in connection therewith.

(b) The Board shall pass its resolutions with the majority of the votes cast by the Directors present at a meeting at which the attendance quorum of Section 3.06(a) above is satisfied.  The Chairman shall have no casting vote but shall have the same vote as each other Director.

(c) Resolutions of the Board may be passed without a meeting by way of written consent by a majority of the whole Board, provided that no member of the Board requests oral deliberations.  A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of the Directors (including signed copies sent by facsimile or email) shall be as valid and effectual as if it had been passed at a meeting of the Board or committee, as the case may be, duly convened and held.

(d) The Board shall cause minutes to be made for the purpose of recording the proceedings at all meetings of the Company and the Directors and of committees of the Board.  The minutes shall be signed by the acting chairman and the secretary and must be approved by the Board.

Section 3.07. Information and Reporting.

(a) At Board meetings, each member of the Board is entitled to request and receive from other Directors and from the Chief Executive Officer information on all affairs of the Company. 

(b) Outside of Board meetings, each Director may request information from the Chief Executive Officer on the general course of business and, upon approval of the Chairman, each Director may obtain information on specific transactions and/or access to business documents.

Section 3.08. Compensation.

Section 3.09. Conflicts of Interest.

(a) Subject to the Articles of Association and the Corporate Governance Guidelines, a Director may hold any other office (other than as an outside auditor of the Company) or place of profit under the Company in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Board may determine.

(b) A Director may act by himself or for his firm in a professional capacity for the Company (other than as an outside auditor of the Company), and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided, however, that (i) he has disclosed his interest in the transaction at the first meeting held to consider the transaction or as soon thereafter as he becomes interested in the transaction, and (ii) that any professional services by a Director or his firm for the account of the Company shall be made at arm's length terms.

(c) Subject to any applicable law or regulation to the contrary, a Director may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as shareholder, member or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company.

(d) Subject to any applicable law or regulation to the contrary, a Director shall not be disqualified from the office of Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director shall be in any way interested or be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realized by any such contract or transaction by reason of such Director holding office or of the fiduciary relation thereby established; provided, however, that (i) he has disclosed his interest in the transaction at the first meeting held to consider the transac

tion or as soon thereafter as he becomes interested in the transaction and (ii) he complies with the duty to abstain as set forth below in Section 3.09(e) below.

(e) Directors shall disclose any Conflicting Interest at a meeting of the Board and abstain from participating in any vote or discussion in matters involving a Conflicting Interest (as defined below).  If a Board member is required to abstain from voting in a matter, he shall not be counted in the quorum of the meeting in question.  In addition, such Director shall use his best efforts to ensure that he does not receive any confidential information with respect to such transaction. 

(f) Conflicting Interest shall mean the special interest the Director has with respect to a transaction due to the fact that the Director or a Related Person has a financial or non-financial interest in, or is otherwise closely linked to, the transaction, and such interest is of such significance to the Director or a Related Person that the interest would reasonably be expected to interfere with the Director's judgment if he were called upon to vote on the transaction.

(g) Related Person of a Director means:

(i) the spouse (or a parent or sibling thereof) of the Director, or a child, grandchild, sibling, parent (or spouse of any thereof) of the Director, or an individual having the same home as the Board member, or trust or estate of which an individual specified in this Section 3.09(g)(i) is a substantial beneficiary;

(ii) a trust, estate, incompetent or minor of which the Director is a trustee, administrator or guardian; or

(iii) one of the following persons or entities:  (1) an entity of which the Director is a director, general partner, agent, major shareholder, representative or employee; (2) a person that controls one or more of the entities specified in subclause (1) or an entity that is controlled by, or is under common control with, one or more of the entities specified in subclause (1); or (3) an individual who is a general partner, principal or employer of the Director.

ARTICLE 4
Chairman and Vice-Chairman

Section 4.01. Power and Duties.

(a) contact with the Chief Executive Officer between Board meetings in order to be informed about important business developments;

(b) preparing the agenda for the General Meetings of Shareholders and Board meetings;

(c) presiding over the General Meetings of Shareholders and Board meetings;

(d) informing the full Board without delay of material extraordinary events; and

(e) any other matters reserved by law, the Articles of Association or these Organizational Regulations to the Chairman.

Section 4.02. Authority.

ARTICLE 5
Board Committees

Section 5.01. General.

(a) The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors, as designated by the Board (in relation to the Compensation Committee, subject to the election of the Directors so designated by the shareholders).  The Board may designate one or more alternate Directors as members of any committee, except for the Compensation Committee, who may replace any absent member at any meeting of the committee.  In the absence of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint, except in relation to the Compensation Committee, another member of the Board to act at the meeting in the place of any such absent member.  At all meetings of any committee, a majority of its members (or the member, if only one) shall constitute a quorum for the transaction of business, and the act of a majority of the members present shall be the act of any such committee, unless otherwise specifically provided by law, the Articles of Association or these Organizational Regulations.  Subject to provisions of applicable law and the Articles of Association in relation to the Compensation Committee, the Board shall have the power at any time to change the number and members of any such committee, to fill vacancies and to discharge any such committee.

(b) Section 3.05(b) through (d) above with respect to notice of, and participation in, meetings of the Board shall apply also to meetings of committees, unless different provisions shall be prescribed by the Board.  Each committee shall serve at the pleasure of the Board.  It shall keep minutes of its meetings and report the same to the Board when required and shall observe such procedures as are prescribed by the Board.

(c) Any committee of the Board, to the extent provided by the provisions set forth herein but subject to any limitation imposed by the Swiss Code of Obligations or other applicable law, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company.

Section 5.02. Individual Committees.

ARTICLE 6
Chief Executive Officer 

Section 6.01. Powers and Duties.

Section 6.02. Reporting.

ARTICLE 7
Officers | Executive Management Team

Section 7.01. Officers.

Section 7.02. Executive Management Team.

Section 7.03. Term of Office.

ARTICLE 8
Fiscal Year

Section 8.01. Determination.

ARTICLE 9
General Provisions

Section 9.01. Signatory Power.

Section 9.02. Insurance.    

Section 9.03. Confidentiality.    

Section 9.04. Publicity.    

Section 9.05. Certain Arrangements; Compliance.    

ARTICLE 10
Final Provisions

Section 10.01. Effectiveness.    

Section 10.02. Corporate Governance Guidelines.    

Section 10.03. Change of or Amendments to these Organizational Regulations.   Any change of or amendment to these Organizational Regulations shall only be valid if the Board approved such change or amendment with the attendance quorum and the majority as set forth in Section 3.06(a), (b) and (c), respectively.