Exhibit 3.1
ORGANIZATIONAL REGULATIONS
amended effective as of April 7, 2021
of
Transocean Ltd.,
a Swiss corporation with its registered office in Steinhausen, Switzerland
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TABLE OF CONTENTS
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ARTICLE 1 Scope and Basis | 3 | ||
| Section 1.01. | Basis. | 3 |
| Section 1.02. | Group. | 3 |
| Section 1.03. | Organization. | 3 |
| Section 1.04. | Interpretation. | 3 |
ARTICLE 2 Corporate Organization | 3 | ||
ARTICLE 3 The Board | 3 | ||
| Section 3.01. | Constitution. | 3 |
| Section 3.02. | Board Composition. | 4 |
| Section 3.03. | Powers and Duties. | 4 |
| Section 3.04. | Delegation of Management. | 5 |
| Section 3.05. | Meetings. | 5 |
| Section 3.06. | Attendance Quorum; Resolutions and Minutes. | 6 |
| Section 3.07. | Information and Reporting. | 6 |
| Section 3.08. | Compensation. | 6 |
| Section 3.09. | Conflicts of Interest. | 7 |
ARTICLE 4 ChairPERSON and Vice-ChairPERSON | 8 | ||
| Section 4.01. | Power and Duties. | 8 |
| Section 4.02. | Authority. | 8 |
ARTICLE 5 Board Committees | 9 | ||
| Section 5.01. | General. | 9 |
| Section 5.02. | Individual Committees. | 9 |
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ARTICLE 6 Chief Executive Officer | 9 | ||
| Section 6.01. | Powers and Duties. | 9 |
| Section 6.02. | Reporting. | 10 |
ARTICLE 7 Officers | Executive Management Team | 10 | ||
| Section 7.01. | Officers. | 10 |
| Section 7.02. | Executive Management Team. | 10 |
| Section 7.03. | Term of Office. | 10 |
ARTICLE 8 Fiscal Year | 10 | ||
| Section 8.01. | Determination. | 10 |
ARTICLE 9 General Provisions | 10 | ||
| Section 9.01. | Signatory Power. | 10 |
| Section 9.02. | Insurance. | 11 |
| Section 9.03. | Confidentiality. | 11 |
| Section 9.04. | Publicity. | 11 |
| Section 9.05. | Certain Arrangements; Compliance. | 11 |
ARTICLE 10 Final Provisions | 11 | ||
| Section 10.01. | Effectiveness. | 11 |
| Section 10.02. | Corporate Governance Guidelines. | 12 |
| Section 10.03. | Change of or Amendments to these Organizational Regulations. | 12 |
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The Company shall have the following functions and committees:
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the meetings of the Board, any other person designated by the presiding officer of such meeting) may act in the Secretary's place.
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the Articles of Association. In determining Directors' compensation, the Board shall give due consideration to applicable regulatory limitations, the governance framework set forth in the Corporate Governance Guidelines of the Company as well as the recommendations of the Compensation Committee. Each Director shall be entitled to reimbursement for reasonable traveling expenses incurred by such Director in attending any such meeting.
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the latter has not been elected or should be unable or unavailable, another Director appointed by the Board.
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Executive Officer of the Company, such President shall have such authority and perform such duties as may be prescribed from time to time by the Board or the Chief Executive Officer.
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information received in connection with his or her service as a Director (including not disclosing any such information, proceedings and deliberations to any third party (other than the Company’s representatives who have a need to know), including such Director’s employer in the case of a non-employee Director and any person or entity on whose behalf such Director may have been nominated).
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