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Skip to comments.Washington State Introduces Claim to State Sovereignty
Posted on 02/06/2009 11:19:30 AM PST by ForGod'sSake
Legislatures in Washington State have introduced legislation claiming state sovereignty. This legislation sends a strong message that many believe the 10th Amendment still stands.
The legislation was first read a few days ago, on January 30th. It was then referred to the Committee on State Government and Tribal Affairs. While some will claim it has little chance of passing we cannot underplay the importance of the message it sends to the country. Washington State legislators have joined with New Hampshire legislators in putting our original form of a Federalist Republic in the forefront of thought at a critical time in our history.
Reading through "House Joint Memorial 4009" is like taking a ride through the history of the 10th Amendment. There are praises for the contribution by stating in lines 17 through 19, "WHEREAS, Federalism is the constitutional division of powers between the national and state governments and is widely regarded as one of America's most valuable contributions to political science;" and goes on to quote the words of James Madison, Thomas Jefferson, and Alexander Hamilton. Two potential side benefits are a must read for all political science classes and a great foundation for high school debate teams even if their legislation never leaves committee.
If you are one of the many who long for the restoration of our promise of the Declaration of Independence through the road map of our Constitution you will truly enjoy the ending statements from Page 2, Lines 36 and 37 combined with Page 3, Lines 1 through 8.
"NOW THEREFORE, Your Memorialists respectively resolve:
(1) That the State of Washington hereby claims sovereignty under the Tenth Amendment to the Constitution of the United States over all powers not otherwise enumerated and granted to the federal government by the Constitution of the United States; and
(2) That this serves as a Notice and Demand to the federal government to maintain the balance of powers where the Constitution of the United States established it and to cease and desist, effective immediately, any and all mandates that are beyond the scope of its constitutionally delegated powers."
Among his "15 Key Principles of the Founding Fathers" Gary Alder teaches "The 9th and 10th Amendments are the keystones to preservingFreedom." as number 14. Keystones are central supporting elements and it is apparent some in Washington State and New Hampshire recognize the critical nature of the 10th Amendment and state sovereignty. Which state will be the next to claim their sovereignty?
Very odd that two of the most leftist states in the nation(New Hampshire being the other) are rattling sabers -- well, sortof. What is their motivation?
Some additional links, thanks going to SunkenCiv:
WA Ping
The income tax amendment and the interstate commerce clause makes it moot.
The interstate commerce clause allows the federal government to control a great deal. And with the income tax amendment, the federal government can take money from the states and withhold it, unless the state does what is required by the federal government. The state won't get that money back unless the state cooperates.
Very strange indeed. This administration would have to be their ultimate wet dream. So what IS driving this?
How far can Big BroMoFo push us—you see the direction people are turning by this and other posts all over the net!
Pinging a few from the "other" thread.
Don't forget about Arizona!
THis is what's driving it:
How did we get here?
1) In 1977 the Community Reinvestment bill passes a democrat Congress and is signed by Jimmy Carter. This opened federal dollars to organizations like ACORN.
2) ACORN is the brainchild of a couple of very evil people named Cloward and his wife Piven. They taught their theory to William Rathke and he took it from there. They stated that the best way to take down a capitalist society was to flood the government welfare rolls with massive numbers of poor people. Ask Rudy Giuliani, he dealt with it in New York. Because America was good at being resilient and creating wealth, that idea alone failed, so they changed tactics. They expanded to include MORTGAGES in 1992. They went for the Banking Industry instead.
3) In 1992 Federal Housing Enterprises Regulatory Reform Act of 1992 is passed by a Democrat congress. This gave lots of money to ACORN and also MANDATED to banks, BY LAW that they had to ignore the standard practices of good lending, in other words, you no longer needed to prove income, have a down payment, created the 80/20 mortgages system, and oh also, if you were black it was even more closely enforced, particularly by lawyers that worked for... ACORN, like say Barak Obama? Yea, exactly. So banks are now FORCED to make mortgages they KNOW are doomed to fail.
You see, they use the Mantra, well its for the Poor... you have to help the poor.... its just so SELFISH and so WRONG not to help the poor.....
Uh hua. Sound familiar?
They knew what they were doing. They were loading a great big enema is what they were doing. Keep in mind these people are PATIENT, they are willing to wait 8 years 20 years, 40 years, to further their goals when they get shut down by a Republican Congress or Presidency or both, they just wait, and train up new recruits into their ideology, which is how they created That Arab in the White house named Obama(he is 6% black 50% white and 44% Arab). But as soon as they get a congress loaded with their followers, and one in the white House, which is what we have now, BLAMO we get Porculus.
But before we even get to Porculus, you have to take into account why we are even at this point.
The Mortgage Meltdown. When all these ACORN fed poor people started having trouble holding onto their houses, they began defaulting, surely not something those people wanted to have happen, but the creators behind CRA and the 1992 Bill wanted it. Oh yes they wanted it. They stacked the deck to make CERTAIN it would happen. Why? Simple. Homeowner pays the bank for his house, bank pays other banks THEY borrowed money from to make the homeowners loan possible. Bank 3 buys up bunches and bunches of these loans and sells them to investors here and over seas, after all they are guaranteed by Fannie Mae and Freddie Mac, the favorites of Democrats and the ripest fattest shiniest cherry in the Democrats Golden Parachute tree. The Government of the United States was guaranteeing the loans, would make the PAYMENTS on the loans if anything bad happened. Well, thats all great till the cost of living goes up and all those adjustable rate mortgages start kicking in. At that point the default rate can and did go right through the roof, in the tens, no hundreds of Millions. Banks had no payment monies coming in, they could not make the payments on their own debts. The river of money suddenly STOPS and banks start failing, they have no money, and no one is lending money, and the House that Jack built falls apart.
Bear Sterns got a Gov. Bailout from the treasury in Aug of 08, Lehman Brothers fails in September 08 and gets NO bailout (the Treasury recognized there was no way they could bail out 1 in every 5 Banks in the United States, let alone the world), and the entire world Financial market just stopped in its tracks.
The United States Government cant make the payments either, and so we got the 700 Billion Dollar Bailout, which of course, does nothing to fix the problem because banks realize that in order to function they have to have liquid cash on hand, so they KEPT it, and gave NOTHING to the homeowners who were suddenly faced with raising their kids in their cars. There really isnt anything else they could have done, if they gave the money to the homeowners, they would have still failed, because they only had debts and no way to pay them. Catch 22. This point will be debated in history books for decades to come, right now, no one really knows the full outcome of that, other than it did not work as intended. Meanwhile, homeowners continue to lose their houses and the downward spiral continues.
Wow, talk about a complete disregard for poor people! Talk about setting up a way to make poor people poorer, and increase the number of poor people, well, you could not have planned a better way to do it. But then, this was PLANNED.
Cloward and Piven won.
Businesses start losing business, because Banks arent making loans to create new business. They start having problems making Payroll, and so start laying off employees, thereby INCREASING the number of Mortgage failures, AND increasing the demand on the State and Federal unemployment coffers. Now we have a great big GIANORMOUS enema just waiting for us.
That enema is called Porculus, the Stimulus bill that will INCREASE the National Debt, thereby REDUCING the ability of the Government to meet its debt obligations (the more debt you have the harder it is to make all the payments), and increasing the likely hood of bringing down the entire Capitalistic system. Oh and will force the Government to increase taxes, thereby making us individually just that much poorer. (Oops cant afford Heath insurance! Better Nationalize that because we HAVE to....)
Because once those new renovations for this that and the other thing are done, once that road is repaved, the jobs that it temporarily created DISAPPEAR, they are GONE, because the job is done. So 18 months after the monstrosity is passed, we are right back where we started from, only 1 trillion FURTHER in debt.
But the lawn at the ACORN office looks GREAT!
Meanwhile we get force fed by the Media that its GOOD to help the poor, its our Obligation to take care of Those who cannot help themselves, that Nationalizing (insert industry here) is an absolute necessity because this (industry here) is absolutely necessary! We cant let THAT fail. Health care for all Americans seems to me to be the most likely thing they will Nationalize first, its the easiest to sell really.
When you look at the entire scenario from a Macro perspective, it is obvious that the entire scenario was created deliberately. The individual pieces of the puzzle change over time, from this Liberal president to that, from one leader of the House to the next, from one chairman of the Senate Finance Committee to the next Liberal ACORN swilling sellout to another, the underlying strategy does not change, only the players do, and they build upon the works of those who came before.
I dont know that we can stop this at this point in our history. The juggernaut is SO HUGE, that I dont know that it can be stopped. It seems America is out to kill Capitalism, the very thing which made her great to begin with. In the process, we the people pay the price, and its getting higher and more personal by the instant.
Democrat voters who made it all happen are happily snorting up their Kool aide packets, why dilute it with water anyway? Astoundingly, they seem happy about it!
The biggest murderers in history are those who claim to help the poor with one hand while flaying them alive with the other, Socialists. I say to you, you are nothing short of EVIL.
I pray for America, that her leaders will recognize whats happened and at least TRY to stop it. In the name of anything held sacred at all, if they have an atom or Morality and responsibility left, they will address the REAL problem! I pray they find the fortitude to STOP making it worse! Because thats exactly what Nancy Pelosi, Barney Frank, Barak Obama, Chris Dodd and every other Socialist in our government is trying to do. Its up to those not in on this horrific monstrosity to STOP it! Its not only a moral obligation now, its a moral imperative. The lives of millions here and around the world are either going to be forced to take that enema, or YOU will obliterate it. PLEASE OBLITERATE IT! Our lives are in your hands. PLEASE dont screw this up!
Cool indeed. Why do you figger NH and Washington would be the ones blowing off a little steam in this way???
"In order to retain the divinely inspired Constitution,
the "Miracle at Philadelphia", every generation must be
educated in the divine science of goverment and be vigilant
in it's preservation."
The failure to this has gotten us to the point where we
stand today.
While I agree with your statements, Washington state couldnt' be happier with what is going on if they had written the bills and passed them themselves.
What you have recited here would offend a patriot state. It wouldn't offend solid leftist state. Hell, they want more. "Pass the Porkulus please", is their battle cry.
Arguable? Well ok, but still in all, the states, if they elect to, could reclaim their rights guaranteed by our Constitution with the stroke of a pen -- more or less.
"And with the income tax amendment, the federal government can take money from the states..."
Actually it takes money from citizens of the states.
"...and withhold it, unless the state does what is required by the federal government. The state wont get that money back unless the state cooperates."
If the Federal Government is limited to the powers delegated through the Constitution by the States, what would the States have to cooperate with that they wouldn't?
Whoa; cool. I had missed that one so I put a "statesrights" keyword on it too. A dinstinct pattern is developing here is it not? The language in each appears VERY similsr.
These bills are most likely destined to die in some obscure subcommittee, and never be heard from again. Pity.
Most excellent rant but consider that two of the states, NH and Washington, playing around with this "resolution" are under the mistaken notion that marxism is a good thing. The outlier now is Arizona who I was just made aware of is playing with it also. Somebody planted a seed with some conservative legislators wihtin these states, and we are now involved in a quasi-serious discussion re states rights. Regardless, I welcome the discussion.
This is off topic, but I think that some of you might find it interesting. A friend of mine just called to tell me that her Regents, union health insurance, just turned her down for knee surgery, saying that it was caused by obesity and could not be covered. She asked if she had a heart attack would that be covered, and the answer was no, not if it was written up as attributed to obesity.
We're getting there.
That's a pretty good assessment IMO.
Introduced by
Burges, Ash, Biggs, Boone, Gowan, Mason, Montenegro, Pancrazi, Seel,
Williams: Barto, Campbell CL, Court, Crandall, Crump, Driggs, Fleming,
Goodale, Hendrix, Kavanagh, Lesko, McComish, McGuire, Miranda B, Murphy,
Nichols, Pratt, Quelland, Stevens, Tobin, Weiers JP, Senator Harper
A concurrent RESOLUTION
claiming sovereignty
under the tenth amendment to the constitution of the united states over certain
powers, serving notice to the federal government to cease and desist certain
mandates and providing that certain federal legislation be prohibited or
Whereas, the Tenth Amendment to the
Constitution of the United States reads as follows: "The powers not
delegated to the United States by the Constitution, nor prohibited by it to the
States, are reserved to the States respectively, or to the people"; and
Whereas, the Tenth Amendment
defines the total scope of federal power as being that specifically granted by
the Constitution of the United States and no more; and
Whereas, the scope of power defined
by the Tenth Amendment means that the federal government was created by the
states specifically to be an agent of the states; and
Whereas, today, in 2009, the states
are demonstrably treated as agents of the federal government; and
Whereas, many federal laws are
directly in violation of the Tenth Amendment to the Constitution of the United States; and
WHEREAS, the Tenth Amendment
assures that we, the people of the United States of America and each sovereign
state in the Union of States, now have, and have always had, rights the federal
government may not usurp; and
Whereas, Article IV, section 4,
United States Constitution, says in part, "The United States shall
guarantee to every State in this Union a Republican Form of Government",
and the Ninth Amendment states that "The enumeration in the Constitution,
of certain rights, shall not be construed to deny or disparage others retained
by the people"; and
Whereas, the United States Supreme
Court has ruled in New York v. United States, 112 S. Ct. 2408 (1992),
that Congress may not simply commandeer the legislative and regulatory
processes of the states; and
Whereas, a number of proposals from
previous administrations and some now pending from the present administration
and from Congress may further violate the Constitution of the United States.
Be it resolved by the House of Representatives of the State of Arizona, the Senate concurring, that:
1. That the State of
Arizona hereby claims sovereignty under the Tenth Amendment to the Constitution
of the United States over all powers not otherwise enumerated and granted to
the federal government by the Constitution of the United States.
2. That this Resolution
serves as notice and demand to the federal government, as our agent, to cease
and desist, effective immediately, mandates that are beyond the scope of these
constitutionally delegated powers.
3. That all compulsory
federal legislation that directs states to comply under threat of civil or
criminal penalties or sanctions or requires states to pass legislation or lose
federal funding be prohibited or repealed.
4. That the Secretary of
State of the State of Arizona transmit copies of this resolution to the
President of the United States, the President of the United States Senate, the
Speaker of the United States House of Representatives, the Speaker of the House
and the President of the Senate of each states legislature and each Member of
Congress from the State of Arizona.
They're expecting Obama to increase the power of the federal government and encroach on the states, an encroachment, though fine for now, that will not be tolerated once a Republican takes the presidential helm. At that point this document will come back up as a back drop to defiance of such federal encroachment.
So it would seem. I suspect a conservative SOMEONE created this "resolution" and passed it around to some conservative state legislators in hopes of ginning up some awareness of the original concept of sovereign state vs feral government. Good on 'em!
No surprise at all. Saw it coming a long time ago from far far away.
Could be I suppose. I just find it strange that a state chock full of wing nuts would suddenly find their copy of the Federalist Papers and the U.S. Constitution.
Good on those guys/gals. Are you familiar with any of those sponsoring this resolution?
If you look at the sponsorship of this bill it is all Republicans, not one Democrat.
It's the Anti-Federalist papers that have the good stuff, predictions about how the powers granted would be expanded and misused.
And they're pretty much on target!
Nope, I live in Oregon, land of the government fed slugs.
I think there's something else at work here. I'd bet 25¢ these resolutions are sponsored exclusively by conservative state legislators. Just a hunch.
Our conservatives are more frustrated because we are surrounded by flaming libs?
Washington is actually fairly conservative compared to our neighbor to the south.
Our concealed Carry permits require a basic background check.
Minimum ag. lot size is 5 acres, as opposed to Oregons 40/80/220.
All male citizens between the ages of 21 to 45 are members of the state militia acording to the constitution (How cool is that, even die hard liberals are unknowingly members of the Washington State Militia).
I can get an ag. building permit for $25, and statement of how it will be used. Because of the draconian farm size restrictions in Oregon, Building a barn in requires a lot of effort (Filling farm plans, etc.) including convincing a state bureau-crat that yes, this barn IS needed, and will be a barn, and you will not be living in it.
I know a couple in Oregon who make thier living from a berry farm of 35 acres, and can not build a house because the state believes they CANNOT make a living with that little land.
As for New Hampshire, they are about the cheapest state in existance, to the point of auctioning off thier road kill.
Understood. I sympathize. What would happen if you and a few others got on the phones to the sponsor(s) of this resolution and asked them to start a fight with the libs. It would be a huge mountain to climb, but if enough noise is made from enough conservatives it might accidentally reach the public consciousness; stirring them out of their stupor. Open debate on it with libs would be a hoot!
Granted, since Pubbies still seem to run close races in some areas; governor comes to mind. I couldn't live in the Peoples Rebublic of Oregon!
So, what is your take on this "resolution"? Should conservatives get behind it and rattle some cages since it's almost surely DOA???
That would be my take as well.
Words likely more appropriate today than they were back then. It seems we have become too lazy or apathetic as a nation to do what is required to maintain our liberties. Sad testament.
There is a reason that, all of a sudden, the states are asserting their rights. And the reason is that they fear that Congress knows EXACTLY what it is doing and WANTS to bankrupt the country.
Think of the ramifications of the country going bankrupt: No Social Secrity outlays, no Medicare outlays, no this or that AND they get to start over. Notice I said outlays; because they will STILL collect the tax.
Nobody has asked - or answered - the question: "What next?" when this fails.
Now, I gotta take a nap!
I think that we all saw this coming with the liberal talk of obesity. I told my friend that the union health insurance policy is only one step away from socialized medicine, and that this is what we can all expect from Obamacare. That is what assisted suicide is all about, too, triage, saving the medical resources for the "most deserving".
Southern states are not "allowed" to act this way......
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Lauren Yearwood
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Brookswood's MVP Ace tops the charts, talent brims on The Province's 2015 Top 15 girls chart
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Lauren Yearwood: Oak Bay's hoops superstar is a post marked for a globe-trotting adventure
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Top 10 2015: Our live blog from B.C.'s premier senior girls basketball invitational tourney
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The third annual Tsumura Basketball Invitational wrapped up Sunday night. Here's a look at the results: SENIOR GIRLS OAK BAY 61 BROOKSWOOD 44 LANGLEY — The Oak Bay Breakers want to be around to win the game that matters most, … Continue reading
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I am pretty new to flight sim. Can I download new aircraft to add to the old ones on this Flight Sim? If so how do I go about it? I really would appreciate it.
Please check your spelling (press "Check Spelling" above)
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We all know that KMP is best of class posting about 100% gain in PPS about 4 years not including the dividend. I'm hoping with the consolidation and simplifying their business model, by end of this year we will see a dividend hike and hopefully significant price appreciation after 4 years of non-growth.
If you do a 5 year chart KMP looks good vrs ETP
On a 10 year chart ETP is on top.
However PAA stands as one of the best.
Actually if you take a look around KMP is not even close to best in class for price appreciation of distribution growth/coverage. Lots of others that had more distribution growth and price appreciation. I get it you can pick any specific day and make the results look different, but KMP is not best by a long shot.
Never as long as you got Kelcy Warren ... or Kelcy Warren ain't no Rich Kinder


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Wolf Theatre Academy
Grades PreK–12
At the Wolf Theatre Academy, we set the HIGHEST STANDARDS for our faculty and students. Our students work with THEATRICAL PROFESSIONALS who are experienced in the art of theatre EDUCATION. At the younger ages, we emphasize a POSITIVE, nurturing style of teaching with students growing through ENCOURAGEMENT in an environment that supports their development as individuals and as artists. Although our teaching focus shifts for older groups to QUALITY PERFORMANCE, we are proud that most students complete our programs with a sense of incredible accomplishment for a job well done.
Spring 2017 Classes
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Fall 2016 Classes
Come back in June of 2016 for upcoming fall classes.
If you have any questions about registration or would like to register by phone, please call 303.316.6307


text:
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
Date of Report (Date of earliest event reported): February 10, 2011
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
File Number)
(I.R.S. Employer
Identification No.)
10 Chemin de Blandonnet
1214 Vernier, Geneva
|(Address of principal executive offices)
|(zip code)
Registrants telephone number, including area code: +41 (22) 930-9000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On February 11, 2011, Richard L. George notified the Company of his resignation as a director of the Company with immediate effect because of the demands of his duties as President and Chief Executive Officer of Suncor Energy Inc.
On February 11, 2011, the Board of Directors determined that Robert E. Rose, the Chairman of the Board of Directors, and Victor E. Grijalva will not stand for re-election at the 2011 annual general meeting of shareholders due to reaching the age limitation for directors as set out in the Companys Corporate Governance Guidelines. The Board will elect a new chairman following the 2011 Annual General Meeting of shareholders.
(e) On February 10, 2011, the Executive Compensation Committee of the Company recommended and the Board of Directors of the Company appointed Eric B. Brown as Executive Vice President, Legal & Administration and approved a non-exclusive consulting arrangement with Mr. Brown to take effect following his departure from the Company, which is expected to occur on August 31, 2011. Under the consulting arrangement, Mr. Brown will work on special projects as selected by the Company, including, but not limited to, legal support for the management of the litigation effort surrounding the Macondo well incident. The consulting term will be for the period of one year beginning September 1, 2011 unless terminated earlier in accordance with the terms of the arrangement.
Mr. Brown will receive a consulting fee of $41,667 per month, reimbursement for reasonable out-of-pocket expenses incurred in the course of performing the consulting services, participate in the Companys 2011 Performance Award and Cash Bonus Plan through August 31, 2011, receive a lump sum severance payment of $500,000, receive a lump sum payment of his accrued benefit under the Companys Pension Equalization Plan and Supplemental Savings Plan and reimbursement for reasonable and documented repatriation costs for Mr. Brown and his qualified dependents to repatriate to the United States. In addition, Mr. Brown will be treated for purposes of his deferred unit awards under the Companys Long-Term Incentive Plan as if he was terminated for the convenience of the Company. Accordingly, he will receive a prorated portion of his contingent deferred units as if his employment had continued until August 31, 2011, all of his outstanding unvested stock options will vest and all of his outstanding stock options will remain exercisable until they expire pursuant to the terms of the applicable award agreement. The consulting arrangement contains non-solicitation and non-disparagement provisions and a waiver and release.
The foregoing description of the consulting arrangement is not complete and is qualified by reference to the complete document, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.05 Amendments to the Registrants Code of Ethics, or Waiver of Provision of the Code of Ethics.
On February 11, 2011, the Board of Directors of the Company approved a new Code of Integrity. The Code of Integrity is intended to replace the Companys existing Code of Business Conduct and Ethics and Anti-Corruption and Business Conduct Policy. The Code of Integrity is filed as Exhibit 14.1 to this Current Form 8-K and will be available on the Companys website at www.deepwater.com.
Item 8.01 Other Events.
On February 11, 2011, Transocean Ltd. (the Company) issued a press release announcing that the Companys Board of Directors is recommending that the Companys shareholders approve at the 2011 Annual General Meeting a U.S. dollar-denominated dividend of approximately U.S. $1 billion out of additional paid-in capital and payable in four quarterly installments. The Board of Directors expects that the four payment dates of the proposed dividend out of additional paid-in capital will be set in June 2011, September 2011, December 2011 and March 2012.
The proposed dividend will be contingent on shareholders approving at the same meeting a rescission of the U.S. $1 billion cash distribution in the form of a par value reduction, which shareholders approved at the 2010 Annual General Meeting, but which was subsequently blocked by the Commercial Register of the Canton of Zug and the Administrative Court of the Canton of Zug. The proposed dividend amount further assumes that no payment will be made under the 2010 distribution.
Due to, among other things, the uncertainty of the timing and outcome of the pending appeal with the Swiss Federal Supreme Court, the Board of Directors believes it is in the best interest of the company to discontinue with the disputed 2010 distribution and to file a request to stay the pending appeal with the Swiss Federal Supreme Court against the decision of the Administrative Court until shareholders have voted on the proposed rescission of the 2010 distribution. Under new Swiss tax laws effective January 1, 2011, shareholders will not incur Swiss withholding tax on the proposed dividend out of additional paid-in capital. Unlike a distribution by way of a par value reduction, a dividend out of additional paid-in capital will not require registration with the commercial register.
The Companys press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Statements regarding the proposed dividend and timing of dividend payment dates, as well as any other statements that are not historical facts, are forward-looking statements that involve certain risks, uncertainties and assumptions. These include but are not limited to shareholder approval, the number of shares outstanding at the time of the payment of the dividend, exchange rates, operating hazards and delays, actions by customers and other third parties, actions by regulatory authorities, the future price of oil and gas, actual revenues earned and other factors detailed in the companys most recent Form 10-K and other filings with the Securities and Exchange Commission (SEC), which are available free of charge on the SECs website at www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
|Consulting Arrangement with Eric B. Brown
|Code of Integrity
|Press Release dated February 11, 2011
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: February 14, 2011
/s/ Eric J. Christ
|Eric J. Christ
|Authorized Person
Index to Exhibits
|Consulting Arrangement with Eric B. Brown
|Code of Integrity
|Press Release dated February 11, 2011
Exhibit 10.1
February 11, 2011
Eric Brown
Chemin de la Croisette 12C
Nyon, Switzerland 1260
Dear Eric:
In accordance with the Secondment Agreement between Transocean Offshore Deepwater Drilling Inc. (TODDI), and Transocean Management Ltd. (the Company), you have notified the Company that you have elected to terminate your employment as of August 31, 2011. TODDI desires to secure your services in a consulting capacity following your termination of employment, and you have agreed to provide these services. In connection therewith, the Company, TODDI and you agree to the terms of this agreement (Agreement) as set forth below. All references in this Agreement to Transocean shall mean the Company, TODDI and Transocean Ltd.
You will resign as an officer, director and employee of Transocean Ltd. and its affiliates, as applicable, effective August 31, 2011 (the Resignation Date). Thereafter, you will be engaged by TODDI as a consultant from September 1, 2011 until the earlier of any termination under Section 5 herein, or September 1, 2012 (the Consulting Period).
During the Consulting Period, you will receive a monthly consulting fee of $41,666.67. You will be entitled to reimbursement for your reasonable out-of-pocket expenses incurred in the course of your performance of the consulting services.
Subject to Paragraph 4, below, during the Consulting Period you agree to be on call with reasonable notice at reasonable times to work on special projects as selected by TODDI, including, but not limited to, legal support for the management of the litigation effort surrounding the Macondo well incident. You acknowledge that during the Consulting Period you will be an independent contractor and nothing in this Agreement is intended nor shall be construed to create an employer/employee relationship during that time. You will have no authority to act as an agent of TODDI or its affiliates, including Transocean Ltd., and you shall not represent to the contrary to any person. Although TODDI may specify the tasks to be performed by you and may control and direct you in that regard, TODDI shall not control or direct you as to the details or means by which such tasks are accomplished.
You will continue to be bound as a consultant with the standards of conduct required of consultants including but not limited to Transoceans Code of Business Conduct and Ethics, Transoceans Insider Trading and Confidential Information Policy, and Transoceans Code of Integrity. Transocean understands that you may seek employment or consulting opportunities with its customers, competitors or suppliers and consents to such provided that you continue to preserve Transoceans confidential information. Notwithstanding the foregoing, in the event you seek a position as an employee, consultant or member of the board of directors of a company directly involved in the litigation surrounding the Macondo well incident, written consent by the Chief Executive Officer of Transocean Ltd. will be required. TODDI agrees to structure your consulting services so as not to unreasonably conflict or interfere with any future employment or consulting work.
The Company or TODDI, as applicable, may terminate this Agreement only for good cause upon ten (10) business days written notice of any breach and your failure to promptly cure such breach. Good cause shall mean material breach of the obligations set forth in Paragraphs 1, 3, 4, 11, 12, 13 or 14 of this Agreement. You may voluntarily terminate your employment prior to August 31, 2011, and may voluntarily terminate the consulting arrangement during the Consulting Period at any time with written notice to TODDI. The benefits set forth below in Sections 6 and 7 are contingent upon your continued service through the Resignation Date, unless terminated earlier by the Company or TODDI, as applicable, without good cause. In the event that TODDI or the Company, as applicable, terminates your employment prior to the Resignation Date without good cause, then in addition to the benefits set forth below in Sections 6 and 7 you shall be entitled to salary as if an employee up to the Resignation Date.
Within thirty days after your termination of service as an employee you shall receive a lump sum cash payment equal to $500,000.00, subject to your continued employment until the Resignation Date or your earlier termination by the Company or TODDI, as applicable, for any reason other than good cause.
The terms set forth in the memorandum dated December 19, 2008, from the Company to you regarding the benefits and compensation to be provided to you as a result of your transfer to Switzerland are hereby cancelled as of April 1, 2011 but subject to the terms of the memorandum attached hereto which shall govern the benefits and compensation to be provided to you as of the new assignment date for employment with TODDI. Subject to your continued employment through the earlier of the Resignation Date or your termination by the Company, or TODDI, as applicable, without good cause (such earlier date the Termination Date), you will participate in Transocean benefits as set
forth below. Your participation is further subject to the terms and conditions of each individual plan pursuant to any elections made by you. In addition, your participation is subject to any of the benefit plans being amended, changed or terminated by Transocean at its sole discretion.
You will participate in Transoceans Performance Award and Cash Bonus Plan for calendar year 2011 through the Resignation Date. Your bonus opportunity is 75% of your actual base salary earnings for January through the Resignation Date. Payment, if any as determined by the Executive Compensation Committee of the Board of Directors, will be made in early 2012 at the same time the bonus award is paid to active employees.
You will not be eligible to participate in any subsequent bonus plan.
You will not receive additional awards under Transoceans Long Term Incentive Plan (LTIP). Provided that you do not terminate your employment prior to the Termination Date for any reason, (i) all deferred unit awards, contingent deferred unit awards and stock option awards previously granted to you under the LTIP will be treated as if Transocean terminated your employment for its convenience (Convenience of the Company) on the Termination Date, (ii) all oustanding stock options will remain exercisable until the Expiration Date (as defined in the applicable option award agreement), and (iii) all contingent deferred units (CDUs) will be pro-rated as if your employment had continued to the Resignation Date. If you voluntarily terminate your employment prior to the Termination Date, your outstanding awards shall be governed by the terms of the applicable award letters. For the avoidance of doubt, the following provides detail regarding the award treatment assuming you remain employed through the Resignation Date:
|Target CDUs
retained on
|Earned at end of
As a result of a termination of employment for the Convenience of the Company, you receive a pro-rata portion of outstanding CDUs. The pro-rata portion of the CDUs is determined by multiplying the number of CDUs which would have otherwise been earned had your employment not been terminated by a fraction, the numerator of which is the number of calendar days of employment during the performance cycle after the grant date and the denominator of which is the total number of calendar days in the performance cycle after the grant date.
The determination of the vested awards will be made within the first 60 days of 2012 for the 2/12/09 award and 2013 for the 2/18/10 award, and the distribution of the vested portion of the award will be made on March 15, 2012 and 2013, respectively.
|Deferred Units
Scheduled to vest
|To accelerate
at Termination
|2,671 (to vest on 2/18/2011)
Grant Date
vesting at
|20,363 (10,182 to vest on 2/12/11)
|5,896 (to vest on 2/18/11)
|The exercise period for the 2008 and 2009 stock option grants will be automatically extended to the applicable Expiration Date pursuant to the terms of the awards as a result of your eligibility for early retirement treatment; the term of the 2010 stock option award will also be extended to the applicable Expiration Date.
You should review the applicable award letters as to specific treatment of your awards.
Following the Termination Date, you will no longer be able to participate in the U.S. Savings Plan. The payment of your benefit under the U.S. Savings Plan will be made in accordance with the applicable terms of that plan based on the date of your termination of employment.
Following the Termination Date, you will no longer be able to participate in the U.S. Retirement Plan. The payment of your benefit under the U.S. Retirement Plan will be made in accordance with the applicable terms of that plan based on the date of your termination of employment.
Following your Termination Date, you will receive a lump sum payment of your accrued benefit under the Pension Equalization Plan and Supplemental Savings Plan, and your participation will cease as of the Termination Date; provided, however, that your benefit under each plan shall be calculated as if you had remained eligible to participate in the Pension Equalization Plan and the Supplemental Savings Plan through the Resignation Date with benefits accrued under those plans in lieu of the benefits you would have accrued under the U.S. Retirement Plan and the U.S. Savings Plan from the Termination Date through the Resignation Date. You will receive this payment in accordance with the payment timing provisions of the Pension Equalization and Supplemental Savings Plans, including the provisions applicable to specified employees pursuant to Section 409A.
You shall continue to receive Transoceans group medical insurance benefits at the expense of the Company or TODDI, as applicable, until the Resignation Date, which date shall be the qualifying event date under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA). If you timely elect to continue your group medical insurance benefits under COBRA following such date, you will not be eligible for benefits under Transoceans retiree health plans. If you waive your right to continue to receive Transoceans group medical insurance benefits under COBRA (by failing to elect COBRA by the applicable deadline), then as of the Resignation Date, TODDI and the Company acknowledge that you will have met the requirements for coverage under Transoceans retiree health plans, as and to the extent such plans are in effect from time to time, with the proviso that if you secure other employment, such retiree health coverage will be secondary to any coverage by such other employer. As a condition to coverage, you will be required to pay the retiree cost of the retiree health plan in which you participate, in accordance with the terms of the retiree health plan as determined by Transocean.
|SHORT TERM DISABILITY (Sick Pay)
Immediately following the Termination Date, you will no longer be eligible for sick pay under Transoceans medical leave of absence policies.
Immediately following the Termination Date, you will no longer be eligible for long term disability coverage.
You will receive a lump sum payment no later than October 15, 2011 for any earned, unused vacation accrued through the Termination Date. No vacation will accrue after the Termination Date.
On or before September 1, 2011, you and your qualified dependents will be repatriated to the United States and you will be reimbursed for reasonable and documented repatriation costs pursuant to Transocean policy as set forth in the attached memorandum
You will not be eligible to participate in any severance plan or arrangement established by Transocean and you agree that you will have no right to claim a benefit under any severance plan or arrangement.
Any other benefits or perquisites not listed above or otherwise limited and not afforded consultants of TODDI, including without limitation, housing allowance and transportation allowance, will cease as of the Resignation Date.
In exchange for this Agreement you agree, on behalf of yourself, your heirs, relations, successors, executors, administrators, assigns, agents, representatives, attorneys, and anyone acting on your behalf as follows:
You irrevocably and unconditionally release, acquit, and forever discharge the Company, TODDI, Transocean Ltd., and their predecessors, successors, parent and affiliated companies (collectively, the Transocean Group), and its and their past and present officers, directors, attorneys, insurers, agents, servants, suppliers, representatives, employees, affiliates, subsidiaries, parent companies, partners, predecessors and successors in interest, assigns and benefit plans (except with respect to vested benefits under such plans), and any other persons or firms for whom the Transocean Group could be legally responsible (collectively, Released Parties), from any and all claims, liabilities or causes of action, whether known or now unknown to you, arising from or related in any way to your employment or termination of your employment with the Transocean Group and/or any of the Released Parties and occurring through the date you sign and return this Agreement.
You acknowledge that this Agreement is your knowing and voluntary waiver of all rights or claims arising before you accept and return this Agreement, as indicated below. You understand and agreed that your waiver includes, but is not limited to, all waivable charges, complaints, claims, liabilities, actions, suits, rights, demands, costs, losses, damages or debts of any nature, including, but not limited to, claims arising under Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Texas Commission on Human Rights Act; the Americans with Disabilities Act; the Age Discrimination in Employment Act, as amended; the Older Worker Benefit Protection Act; the Family and Medical Leave Act of 1993; the Texas Workers Compensation Act; the Texas Labor Code; the Employee Retirement Income Security Act of 1974, as amended; all state and federal statutes and regulations; and the common law, whether based in law or equity, in tort or contract. You further acknowledge and agree that your waiver of rights or claims is in exchange for valuable payments and other promises in addition to anything of value to which you are already entitled.
You further acknowledge and agree that the Transocean Group has no obligation to reemploy, rehire or recall you, and promise that you shall not apply for re-employment with the Transocean Group.
Under the Age Discrimination in Employment Act of 1967, as amended, you have seven (7) days after execution of this Agreement to rescind this Agreement. You understand that the effectiveness of this Agreement is conditional on your executing this Agreement and your not taking any action to revoke this Agreement during the seven day revocation period. If you exercise your right and revoke this Agreement, then this Agreement will not become effective.
TODDI and the Company agree that the terms of the Secondment Agreement will continue in effect until April 1, 2011 unless earlier terminated in accordance with the terms of paragraph 4 or 5 of the Secondment Agreement, and following the termination of the Secondment Agreement you shall be an employee of TODDI.
You warrant, acknowledge and agree that:
|Your acceptance of this Agreement is completely voluntary;
|You have had the opportunity to consider this Agreement for twenty-one (21) days (or until 4 March 2011), though you understand that you may accept sooner than 21 days if you choose;
|You are hereby being advised in writing by Transocean to consult with an attorney regarding the terms of this Agreement before accepting;
|If you accept this Agreement, you have 7 days following the execution of this Agreement to revoke your acceptance;
|This Agreement shall not become effective or enforceable until the 7-day revocation period has expired;
|You are receiving under this Agreement consideration of value in addition to anything to which you are already entitled;
|You do not waive any claims or rights that may arise after the date you sign and return this Agreement.
|You understand that this Agreement includes a release and waiver of all claims, known and unknown, past or present;
|You are fully competent to execute this Agreement, which you understand to be a binding contract;
|You accept this Agreement including the waiver and release of your own free will, after having a reasonable period of time to review, study and deliberate regarding its meaning and effect, and without reliance on any representation of any kind or character not specifically included in writing in the Agreement;
|You understand that TODDI and the Company are relying upon the truthfulness of the statements you make in the Agreement and you understand that TODDI and the Company would not enter into this Agreement if you did not make each of the representations and promises contained in the Agreement.
Following your termination of employment, you agree to reasonably cooperate with and make yourself available on a continuing basis to the Transocean Group and their representatives and legal advisors in connection with any matters in which you are or were involved during your employment with the Transocean Group or any existing or future claims, investigations, administrative proceedings, lawsuits and other legal and business matters as reasonably requested by the Transocean Group. You also agree to promptly send the General Counsel, Transocean Ltd. copies of all correspondence (for example, but not limited to, subpoenas) received by you in connection with any such matters involving or relating to the Transocean Group, unless you are expressly prohibited by law from so doing. You agree not to cooperate voluntarily in any third party claims against the Transocean Group. You agree that nothing in this Agreement restricts your ability to appropriately respond to a subpoena or other request from the Government or regulators. TODDI agrees to reimburse you for your reasonable out-of-pocket expenses incurred in connection with the performance of your obligations under this section. Nothing in this Agreement shall act as a release or waiver by you of any rights of defense or indemnification which would otherwise be afforded to you under the Articles of Association of Transocean Ltd. or the similar governing documents of any affiliate of Transocean Ltd., or any rights of defense or indemnification afforded to you
under the indemnification agreement previously entered into between you and Transocean Ltd., or any rights of defense or indemnification which would be afforded to you under any director or officer liability or other insurance policy maintained by Transocean Ltd., the Company, TODDI or any of their affiliates.
You agree not to disparage the Transocean Group, the Transocean Groups officers, directors, employees, shareholders and agents, affiliates and subsidiaries in any manner likely to be harmful to them or their business, business reputation or personal reputation; provided that you will respond accurately and fully to any question, inquiry or request for information when required by legal process or applicable law.
You agree that during the term of your employment under this Agreement and for a period of two years following any termination under Section 5 herein, you will not either directly or indirectly solicit, induce, recruit or encourage any of the Transocean Groups employees to leave their employment, or take away such employees, or attempt to solicit, induce, recruit, encourage, take away or hire employees of the Transocean Group, either for yourself or any other person or entity.
No waiver or nonaction with respect to any breach by the other party of any provision of this Agreement, nor the waiver or nonaction with respect to any breach of the provisions of similar agreements with other employees or consultants shall be construed to be a waiver of any succeeding breach of such provision, or as a waiver of the provision itself. Should any provisions hereof be held to be invalid or wholly or partially unenforceable, such holdings shall not invalidate or void the remainder of this Agreement. Portions held to be invalid or unenforceable shall be revised and reduced in scope so as to be valid and enforceable, or, if such is not possible, then such portion shall be deemed to have been wholly excluded with the same force and effect as if they had never been included herein.
This Agreement shall be interpreted and construed in accordance with and shall be governed by the laws of the State of Texas, notwithstanding any conflicts of law principles which may refer to the laws of any other jurisdiction.
Notices provided for in Paragraph 5 of this Agreement shall be in writing and shall either be personally delivered by hand or sent by: (i) Certified Mail, Return Receipt Requested, postage prepaid, properly packaged, addressed and deposited in the United States Postal System; (ii) via facsimile transmission or electronic mail if the receiver acknowledges receipt; or (iii) via Federal Express or other expedited delivery service provided that
acknowledgment of receipt is received and retained by the deliverer and furnished to the sender. Notices to you by TODDI or the Company shall be delivered to the last address you have filed, in writing, with TODDI or the Company, and notices by you shall be delivered to Transocean, c/o Mr. Ian Clark, Vice President, Human Resources, Chemin de Blandonnet 10, CH-1214 Vernier, Switzerland.
You understand and agree (i) Transocean will not withhold on your behalf any sums for income tax, unemployment insurance, social security, or any other withholding pursuant to any law or requirement of any governmental body with respect to the consulting fees paid under Section 2, and (ii) all of such payments, withholdings, and benefits, if any, are your sole responsibility.
This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and any successors or assigns of TODDI or the Company.
The Agreement is intended to comply with the provisions of Section 409A of the Code and applicable Treasury authorities (Section 409A) and, wherever possible, shall be construed and interpreted to ensure that any payments that may be paid, distributed provided, reimbursed, deferred or settled under this Agreement will not be subject to any additional taxation under Section 409A. This Section 19 does not create an obligation on the part of Company or TODDI to modify the Agreement in the future and does not guarantee that the amounts or benefits owed under the Agreement will not be subject to interest and penalties under Code Section 409A. Notwithstanding any provision of the Agreement to the contrary, the following provisions shall apply for purposes of complying with Section 409A:
(i) Pursuant to the applicable standards regarding termination from employment for purposes of Section 409A and the applicable Treasury Regulations under 1.409A-1(h)(1)(ii), you and TODDI and the Company acknowledge that you will have a separation from service as of the Resignation Date for purposes of determining the timing of payment of deferred compensation to which you are entitled as of that date.
(ii) Each of the payments due to you under Section 2 and Section 6 of this Agreement are designated as separate payments for purposes of Section 409A and the short-term deferral rules under Treasury Regulation Section 1.409A-1(b)(4)(i)(F). As a result, payments under Section 2 and Section 6 that are by their terms scheduled to be made on or before March 15, 2012 are exempt from the requirements of Code Section 409A under the separation pay and short-term deferral exemption provisions. Continued medical benefits are intended to satisfy the exemption for medical expense reimbursements under Treasury Regulation Section 1.409A-1(b)(9)(v)(B).
/s/ John Briscoe
February 11, 2011
/s/ Ian Clark
February 11, 2011
After having the opportunity to consider this Agreement for up to twenty-one (21) days, I hereby accept this Agreement and agree to be bound by the terms and conditions stated in it.
Accepted this 11th day of February, 2011.
/s/ Eric Brown
|Eric Brown
Exhibit 14.1
Exhibit 14.1
Code of Integrity
Transactional Integrity Operational Integrity
People Integrity Financial Integrity
A Message from Steven Newman
Transocean operates its business throughout the world consistent with our FIRST Core Values, including Integrity and Honesty. The Transocean Code of Integrity describes essential areas of integrity for our business. It is the responsibility of each of us as employees of Transocean, and any individual who may work on our behalf, to carefully read, understand and follow our Code.
On behalf of all Transocean leadership, I would like to thank everyone who takes the time to read this Code. Our expectation is that Transocean and its representatives will adhere to this Code Everywhere . . . Every Day.
Steven L. Newman, President and CEO
Our FIRST Core Values
Financial Discipline
Our decisions will be made to ensure long-term growth for the benefit of employees, customers
and shareholders.
Integrity and Honesty
Our actions will be conducted following the highest standard of ethics, honesty and personal integrity.
This will foster and maintain trust and confidence of our employees, customers and suppliers.
Respect for Employees, Customers and Suppliers
Our employees will be developed and motivated to meet the challenges ahead. Individuality and diversity
will be valued and performance recognized. We will provide our customers with unsurpassed value-added
service. Our relationship with suppliers will reflect respect, understanding and sound business practice.
Personal safety and employee health is our greatest responsibility, followed by the protection of our
environment and Company property.
Technical Leadership
Our competitive advantage is based on continually improving our processes and finding innovative
solutions to the technical challenges in meeting the needs of our customers.
Legal Compliance & Ethics
Legal Compliance & Ethics (LCE), is the name of Transoceans global ethics and compliance program. LCE is led by the Transocean Chief Compliance Officer, who, along with the other members of LCE, are responsible to manage and ensure continuous improvement of the program.
LCE is similar to other corporate functions such as Quality, Health, Safety and Environment (QHSE), Finance, Legal, Supply Chain and Human Resources. LCE works closely with Transocean employees and groups around the world in implementing effective LCE related policies, guidelines, training, communications, reporting, auditing and follow-up.
The LCE message has been extensively communicated throughout the Company and today employees throughout the world appropriately address and reference compliance related issues using the LCE acronym.
In addition to managing and working to continually improve the effectiveness of Transoceans global compliance program, LCE is focused on clear communications, encouraging reporting of issues, and ensuring that there is no retaliation against individuals who share concerns. Furthermore, transactional integrity issues such as anti-corruption, including FCPA and the U.K. Bribery Act, anti-trust, and international trade controls are of particular interest for the LCE team.
Because of the complexity of many issues, and the varying circumstances that could arise all over the world, people need to identify issues and then know who to approach within Transocean to receive input and direction. Transocean, like many multi-national companies, spends a significant amount of resources on its corporate functions such as Quality, Health, Safety and Environment (QHSE), Finance, Legal, Supply Chain and Human Resources. It is important to remember that employees and others may also be charged individually for violations of laws relating to Transocean business. This could include personal fines and even jail. It is essential to all that individuals working on behalf of Transocean understand and comply with all applicable laws.
For employees and those working with Transocean, when issues or questions arise, the Transocean function or employees responsible for the policy and regulatory oversight must be immediately contacted.
Each employee and those parties representing the Company need to understand how People Integrity, Financial Integrity, Transactional Integrity and Operational Integrity relate to each individual business decision made EVERYWHERE EVERY DAY.
Table of Contents
People Integrity
Reporting and Cooperating with Reviews 5
Non-Retaliation 5
Equal Employment, Anti-Discrimination, Harassment 5
Data Privacy 5
Conflicts of Interest 6
Careful Communications and Records Retention 6
Public Communications 6
Financial Integrity
Accuracy of Records and Internal Controls 7
External Reporting 7
Taxes 8
Insider Trading 8
Contributions and Donations 8
Transactional Integrity
Anti-Bribery / Money Laundering / Anti-Terrorism 9
Anti-Trust / Competition 9
Export Controls, Trade Restrictions and Anti-Boycott 10
Proper Documentation and Authorization 10
Protection of Information 10
Operational Integrity
Corporate Responsibility 11
Quality 11
Health 11
Safety 12
Environment 12
Movement and Start-Up of Rigs 12
People Integrity
Reporting and Cooperating with Reviews
It is a condition of employment that all employees report potential or actual Code of Integrity violations. As shown on the last page of this Code of Integrity, Transocean encourages all employees to Share Concerns . . . Promote Integrity. Concerns can be shared with a supervisor, HR, Finance, Internal Audit, Transoceans Chief Compliance Officer or through the LCE HelpLine, an anonymous third party-managed reporting line. Countries of operation have been assigned a number by which anonymous reports can be made.
Employees are also required to cooperate fully and honestly in any Company facilitated review of a potential or actual Code of Integrity violation. Not cooperating or dishonesty in a review are serious employment violations.
Transocean will not tolerate any form of retaliation against any individual who makes a report in good faith regarding an actual or potential Code of Integrity violation.
Individuals are encouraged to contact Human Resources or the Chief Compliance Officer immediately if there is a belief that retaliation is occurring. Further, the Company will always make a good faith effort to maintain the confidentiality of any person making a report.
Equal Employment, Anti-Discrimination, Harassment
Transocean provides equal opportunity for all in regards to recruiting, hiring, developing, promoting and compensating. The Company also observes the fair employment laws in each of the respective jurisdictions in which it operates.
Transocean prohibits discrimination and harassment based on race, sex, religion, national origin, age, veteran status, or disability. All employees have the right to work in an environment free of unlawful discrimination and harassment, including sexual harassment and retaliation.
Actions in the workplace or on Company business which could be deemed harassment include inappropriate electronic messages, jokes, gestures, pictures or written material, and inappropriate physical or verbal interactions which are sexually suggestive or physically aggressive in nature.
Data Privacy
Transocean is committed to maintaining trust by protecting the privacy of personal data disclosed to the Company by employees and their families and received from other sources at any time before, during and after employment.
The Company is also committed to maintaining the privacy of personal data regarding contractors, directors, shareholders, customers and others. It is important for employees and Company representatives to understand that some countries, such as those in the European Union, have more stringent data privacy laws than other countries. The Company is obligated to comply with all laws in countries where it does business.
REMEMBER! If you have any questions or concerns regarding our People Integrity related policies, please contact HR, Legal or LCE. The Investor Relations and Communications Department is available to address your public communications issues.
Conflicts of Interest
Transocean employees are expected to make business decisions in the best interest of the Company, not based on their own personal interests. Conflicts of Interest most frequently occur when employees in decision making roles have close relationships with customers, vendors, potential vendors or subordinates. Questionable close relationships could include company ownership, family or dating relationships or the receiving of gifts or excessive entertainment.
Transocean policy requires that an employee in a decision making role must report to her or his supervisor and HR representative any such relationship. Employees must also comply with the guidelines for receiving gifts, meals and entertainment as described in the
Anti-Corruption and Gift, Meal and Entertainment Guidelines which can be found on RigCentral/LCE intranet site. The Company will periodically distribute and update those guidelines and it is important to ensure the most updated version is being used. Further, employees must abide by any more stringent gift, meal and entertainment policies of Company departments and locations.
Careful / Accurate Communications and Records Retention
Communications by the Company and its representatives must be accurate and not misleading. Employees and representatives are encouraged to always take time to communicate properly. When communicating electronically or in writing, re-read carefully for accuracy and completeness prior to sending.
Remember, mistakes are easily made, and misinterpretations or misperceptions frequently occur.
All employees are expected to know and follow Transoceans record retention policy. Company records, including electronic documents and communications, should be carefully maintained in accordance with the applicable retention schedules found on
Public Communications
Transocean does not want the dissemination of inaccurate or incomplete information; therefore, public communications regarding Transocean or its business activities should be made solely through the Companys Investor Relations and Communications Department. Employees should direct all third party inquiries to this Department.
In addition to the above, Transocean has various important People policies that all employees and visitors must know and follow. These polices relate to Workplace Violence, Drugs and Alcohol, Firearms, and Personal Use of Company Equipment. Employees, please see RigCentral/HR intranet site.
People Integrity includes accountability. Therefore, employees and third parties must understand that Transocean retains the right and will appropriately respond to violations of its Code of Integrity, which may include immediate dismissal and/or termination of business relationships.
People Integrity also includes being a supporter of local employment and labor laws, human rights, and a strong opponent of any form of child labor, slavery or human trafficking.
Financial Integrity
Accuracy of Records and Internal Controls
Transoceans books and records must be accurate and prepared in accordance with Transoceans internal control framework, and the laws and regulations in each jurisdiction in which Transocean does business. All financial records, such as expense reports, cost estimates and accounting entries, must be in sufficient detail to accurately and fairly reflect the information being documented. Further, no undisclosed or unrecorded fund or asset of the Company may be established for any purpose. Appropriate corporate-wide and local internal controls and processes should be reviewed periodically and updated to provide assurance that the Companys financial information is accurately recorded and reported. All employees must understand and follow such controls applicable to their job positions and fully cooperate in any related audits. Any exceptions or non-compliance with internal controls should be self-reported to the Finance or Internal Audit Department in a timely manner.
External Reporting
All reporting with various regulatory authorities including the U.S. Securities and Exchange Commission, the SIX Swiss Exchange (Swiss stock exchange) and the NYSE (New York Stock Exchange) must be complete, accurate and timely filed. Employees involved in or having information required for any such reporting must comply with all guidelines and timetables relating to the collection, analysis and communication of the information.
REMEMBER! If you have any questions or concerns regarding our Financial Integrity related policies, please contact Finance, Legal or LCE. The Tax Department is available to address your tax-related issues.
Transocean pays all applicable taxes related to the Company and its operations. Employees are prohibited from assisting any person or company, including the Companys customers, joint venture partners or employees, from evading applicable taxes.
Insider Trading
Employees are prohibited from using material non-public information of Transocean or its customers for non-Transocean purposes, including to gain financial benefit for themselves or those they know through the buying or selling of securities. Such information includes non-public financial information and information relating to large contracts or customer well information. Although at times it may not always be clear if certain non-public information is material, employees are expected to refrain from buying or selling securities or recommending others to buy or sell securities if there is any question that information they have may be material.
When material non-public information becomes public (most often through Company public filings) employees who had such non-public information may not buy or sell securities for at least three business days (days which securities exchanges are open) to allow other investors time to review and analyze the information.
Contributions and Donations
Generally the Company does not make political contributions and employees are prohibited from making political contributions on behalf of the Company. These prohibitions include support of candidates or political parties. Any proposal to contribute to a political candidate or party must be brought to the attention of Transoceans General Counsel or Chief Compliance Officer. This policy is in no way intended to discourage employees from making personal contributions directly.
The Company may from time to time make charitable contributions or sponsorships to specific groups and agencies. Local, Division and potentially Corporate management must pre-approve such contributions. In all cases, the donation must be public and made only to a well-known local, national or global organization which has a practice of disclosing its donation information to government oversight and/or taxing authorities. The LCE team is interested in reviewing proposed charitable donations and sponsorships especially when a government official or agency may be involved. Transocean will not support a contribution which is perceived or deemed to be in any way an inappropriate payment.
Transactional Integrity
Anti-Bribery / Money Laundering / Anti-Terrorism
In summary, Transocean does not permit its funds, assets or property to be used in an illegal manner and therefore does not permit bribery, any form of money laundering or the support of terrorism. In accordance with the expansive scope of global anti-corruption laws, including the FCPA and the U.K. Bribery Act, Transoceans policy prohibits all bribes from being paid or promised, regardless of whether the recipient is a foreign government official or a private individual (commercial bribery). Transocean personnel are also prohibited from accepting or agreeing to accept improper benefit or bribe. Because bribery can occur in many forms, and there are differences in how various countries define and enforce bribery, Transocean has developed detailed anti-corruption guidelines (Anti-Corruption Guidelines) found on RigCentral/LCE intranet site. The Company will periodically distribute and update those guidelines and it is important to ensure the most updated version is being used. Further, employees must abide by any more stringent policies of Company departments and locations. For third parties, especially those who may represent Transocean before government officials, these Guidelines are available upon request.
The Anti-Corruption Guidelines describe prohibitions and/or required processes relating to specific areas of concern such as gifts, meals and entertainment, and so called facilitating payments. The Guidelines also describe the requirement that prior to retaining any third party that may interact with a government official on Transoceans behalf, that third party must sign a contract with Transoceans strict anti-corruption and certification requirements and be approved through the LCE managed Agent Due Diligence process. Government officials are defined broadly, and include any individual representing a government agency such as customs, immigration, tax, licensing, permitting, government-owned ports and representatives of government owned entities such as national oil companies (NOC) and their affiliates (provided the NOC controls the affiliate).
It is imperative that all employees know and follow these Guidelines, and Transoceans strict anti-bribery, money laundering and anti-terrorism policies at all times. Any potential violations will be deemed significant, and as with all Code of Integrity concerns, must be immediately reported to an appropriate person within Transocean, such as a supervisor in Finance, Legal or LCE as described on the last page of this document. Further, it is important to remember individuals can be charged personally for violations of these laws.
Anti-Trust / Competition
Transocean will conduct its business in accordance with all applicable anti-trust, competition and trade practice laws. These laws prohibit agreements or understandings between competitors that may restrict competition (agreements on prices, reimbursables from customers, markets or customers agreements, monopolization, certain mergers and acquisitions, price discrimination, bid fixing, etc.) These laws are complex and must be fully understood by employees who may have any interaction, whether directly or through a customer, with an actual or potential competitor of Transocean.
REMEMBER! If you have any questions or concerns regarding our Transactional Integrity related policies, please contact Legal or LCE.
Export Controls, Trade Restrictions and Anti-Boycott
Transocean will abide by all control and trade restriction laws applicable to its business and equipment. Many countries have laws that restrict or otherwise require licensing for the export of certain equipment, services or information. Certain laws have specific prohibitions against doing or facilitating business in certain countries such as U.S. embargo laws. Other laws restrict who the Company can do business with and require Transocean to check government lists for restricted parties around the world. These laws are typically applicable to Transocean and include the many laws, regulations and requirements under the U.S. Office of Foreign Asset Control (OFAC). Transocean must also be aware of and abide by applicable laws restricting the Company from participating in the boycott of certain countries by other countries. Certain of these laws require the reporting of requests to participate in a boycott of a country. All Transocean employees, customers, suppliers and agents involved in international transactions or dealings must follow these complex and important laws and regulations at all times.
Proper Documentation and Authorization
Transocean expects that all business transactions are documented properly. Various Company functions such as Marketing and Supply Chain have specific requirements as to what process must be followed and what agreements must be in place. For example, for customer contracts, standardized language must be used and certain modifications are allowed only after following a review and approval process. In addition, there are specific requirements for service agreements to be in place with many vendors.
The Company has various approval authorization requirements for contracts, in particular those involving certain values. All employees involved in contract negotiation and signing must be aware of these authorization levels and follow them without any attempt to bypass requirements through modifying agreements or business arrangements for the purpose of avoiding such authorization requirements.
Protection of Information
All employees and representatives are expected to protect the confidential and proprietary nature of Transocean information. It is important to note that if information is sent outside the Company without being marked as confidential, or subject to an executed confidentiality agreement, this information may automatically become public, and be used by anyone. All employees must be careful when transmitting Company information. It is also important to remember that regardless of how a document is marked, in many countries most information may be the subject of disclosure through legal proceedings. Therefore, as described in the Careful / Accurate Communications People Integrity section of this Code, all company communications must always be carefully drafted and accurate.
In addition, Transocean has certain intellectual property, including trademarks, copyrights and patents, that require special attention and protection. Employees and representatives need to know what information or material is deemed Transocean intellectual property, and follow all legal and practical requirements to protect it.
Operational Integrity
Corporate Responsibility
Transocean is a responsible Company. This responsibility stretches from the health and safety of our people and the environment to our ethics, governance, community social engagement and transparency. Whether it is climate change or ethical sourcing, Transocean is committed to being a responsible Company that is measured by the actions taken by our people in all aspects of our operations.
Transoceans Company Management System (CMS) is the foundation document that governs the activities, behaviors and principles of our Company. These principles provide a standard for management, leadership and individuals that ensures we work within the core values of FIRST at all times, everywhere. All employees are expected to follow the CMS and follow Transoceans Core Values at all times, everywhere. Document control through the eDocs system ensures standards are maintained and up to date so that employees can be sure they are always following the correct requirements. One important tool that provides assurances our CMS is followed is the PMAA (Performance Monitoring Audit and Assessment) Process. The PMAA is a tool used across Transoceans operations both onshore and offshore to assess compliance with core policies and procedures alongside evaluation of Company culture and best practices.
Transocean promotes Integrity and Honesty across all of our operations. Our reporting requirements allow us to measure and monitor our performance on a daily basis and we require our workforce to adhere to these strict reporting standards at all times. Our GMS (Global Management System) is used across our operations covering aspects of marine compliance, operational reporting, incident reporting, planning, tracking and training. The ability to measure and monitor performance across all facets of QHSE ensures we not only maintain the highest standards, but strive always to continuously improve.
The medical fitness of our workforce is of key importance to Transocean. We have a proactive medical screening program (Medtrack) that ensures our overseas and traveling workforce have regular medicals and medical information is available globally 24/7 in a database to assist with any medical issue that may arise. Transocean has a world-class offshore and topside medical support program with highly trained medical professionals stationed on every installation and a network of doctors and support services available globally. Any medical concerns should be communicated to our Director of Medical Services, whose contact information is available on
RigCentral/QHSE Services.
Occupational Health is an important tool in the prevention of future health-related issues in the workplace. Transocean has a dedicated Occupational Health program in place that covers a range of issues from noise and vibration to exposure and air quality. We expect all our employees to adhere to these standards and promote a healthy safe working environment.
REMEMBER! If you have any questions or concerns regarding our Operational Integrity related policies, please contact QHSE or LCE.
Safety is a Core Value at Transocean and our vision of an Incident Free Workplace, All the Time, Everywhere is the cornerstone of how all our employees are expected to conduct their work around the Company, whether onshore or offshore. At Transocean, Safety is a line management responsibility and it is an obligation for every employee to use a Time Out for Safety to interrupt potentially unsafe acts or conditions wherever they may occur. With a comprehensive safety management system that covers everything from individual task planning to major hazard risk assessments, Safety must always be a consideration in every activity we undertake. This is an obligation for every employee in Transocean. Our vision is underpinned by a dynamic Safety Training program that involves all levels of our workforce both onshore and offshore, from grassroots to senior management. Safety Leadership programs in Transocean are based upon the development of a Safety Culture through a deep understanding of our people. Transocean has a global organization to support our vision of an incident free workplace that includes a Rig Safety Training Coordinator on every installation working closely with a network of QHSE professionals in each Division and at the Corporate Level.
The protection of the environment in which we work is also a core value to Transocean. As a global Company working in over 40 different countries, each with a unique regulatory regime, it is imperative that our workforce understand these requirements and ensure they are always being met. To facilitate our global business we use an ISO 14001 compliant Environmental Management System across all our operations. This drives regulatory compliance through procedures managing everything from waste to emissions.
Environmental Responsibility is also underscored through a training program in Environmental Leadership. This program is available to our workforce globally through a blend of computer based and classroom based training. Transocean uses Green Teams throughout its operations to champion environmental responsibility and provide additional oversight of our standards and requirements. The Green Teams function in both onshore and offshore locations and we encourage all our employees to actively participate.
Movement and Start-Up of Rigs
A particular area of importance to Transocean is the movement of rigs from country to country. There are legal and process requirements (and related Company policies) which must be understood and followed in each jurisdiction in which Transocean operates. These requirements involve customs, immigration, port entry and, frequently, licensing and permits for certain aspects of the drilling operations. When a rig is being moved into or out of a country, all individuals involved must make it an absolute priority to review local requirements and where necessary retain the assistance of highly reputable third parties to assist (many will be subject to Transoceans LCE managed Agent Due Diligence process which can be found on RigCentral/LCE intranet site). Because of the complexity of many of the applicable laws and regulations, the overall review process should begin well before the rig is moved. If there is any hesitation to begin this review process early, Transoceans Chief Compliance Officer should be contacted immediately.
Report Your Concerns
www.tnwinc.com/LCEHelpLine email@example.com
Exhibit 99.1
Transocean Ltd.
Investor Relations and
Communications Dept.
|Analyst Contact:
|Gregory S. Panagos
|News Release
|+1 713-232-7551
|Media Contact:
|Guy A. Cantwell
|FOR RELEASE: February 11, 2011
|+1 713-232-7647
ZUG, SWITZERLANDTransocean Ltd. (NYSE: RIG) (SIX: RIGN) today announced that the Board of Directors is recommending that the companys shareholders approve at the 2011 Annual General Meeting a U.S. dollar-denominated dividend of approximately U.S. $1 billion out of additional paid-in capital and payable in four quarterly installments. The Board of Directors expects that the four payment dates of the proposed dividend out of additional paid-in capital will be set in June 2011, September 2011, December 2011 and March 2012.
The proposed dividend will be contingent on shareholders approving at the same meeting a rescission of the U.S. $1 billion cash distribution in the form of a par value reduction, which shareholders approved at the 2010 Annual General Meeting, but which was subsequently blocked by the Commercial Register of the Canton of Zug and the Administrative Court of the Canton of Zug. The proposed dividend amount further assumes that no payment will be made under the 2010 distribution.
Due to, among other things, the uncertainty of the timing and outcome of the pending appeal with the Swiss Federal Supreme Court, the Board of Directors believes it is in the best interest of the company to discontinue with the disputed 2010 distribution and to file a request to stay the pending appeal with the Swiss Federal Supreme Court against the decision of the Administrative Court until shareholders have voted on the proposed rescission of the 2010 distribution. Under new Swiss tax laws effective January 1, 2011, shareholders will not incur Swiss withholding tax on the proposed dividend out of additional paid-in capital. Unlike a distribution by way of a par value reduction, a dividend out of additional paid-in capital will not require registration with the commercial register.
In addition, the Board of Directors is also recommending that the companys shareholders at the 2011 Annual General Meeting approve, among other items:
The re-election of Ian C. Strachan and Martin B. McNamara as Class III Directors for three-year terms.
The election of Jagjeet S. Bindra as a Class III Director for a three-year term. Mr. Bindra is the retired President of Chevron Global Manufacturing and has previously served in a variety of positions at Chevron group.
The election of Tan Ek Kia as a Class I Director for a one-year term. Mr. Tan is the retired Vice President, Ventures and Developments, Asia Pacific and Middle East Region of Shell Chemicals, and has previously served in a variety of positions at Shell group.
The company also announced that Robert E. Rose, the Chairman of the Board of Directors, and Victor E. Grijalva will not stand for re-election at the 2011 Annual General Meeting due to reaching the age limitation for directors as set out in the companys Corporate Governance Guidelines. The Board will elect a new chairman following the annual general meeting.
In addition, the company announced that Richard L. George notified the company of his resignation as a director of the company with immediate effect because of the demands of his duties as President and Chief Executive Officer of Suncor Energy Inc.
The 2011 Annual General Meeting, which will open to shareholders of record as of April 26, 2011, will be held at 4 p.m., CET, on May 13, 2011, in Cham, Switzerland. Additional details on the meeting will be provided to shareholders in the companys proxy statement.
Forward-Looking Statements
Statements in this news release regarding the proposed dividend and timing of dividend payment dates, as well as any other statements that are not historical facts, are forward-looking statements that involve certain risks, uncertainties and assumptions. These include but are not limited to shareholder approval, the number of shares outstanding at the time of the payment of the dividend, exchange rates, operating hazards and delays, actions by customers and other third parties, actions by regulatory authorities, the future price of oil and gas, actual revenues earned and other factors detailed in the companys most recent Form 10-K and other filings with the Securities and Exchange Commission (SEC), which are available free of charge on the SECs website at www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated.
About Transocean
Transocean is the worlds largest offshore drilling contractor and the leading provider of drilling management services worldwide. With a fleet of 138 mobile offshore drilling units as well as one ultra-deepwater newbuild drillship and a high-specification jackup under construction, Transoceans fleet is considered one of the most modern and versatile in the world due to its emphasis on technically demanding segments of the offshore drilling business. Transocean owns or operates a contract drilling fleet of 47 High-Specification Floaters (Ultra-Deepwater, Deepwater and Harsh-Environment semisubmersibles and drillships), 25 Midwater Floaters, nine High-Specification Jackups, 54 Standard Jackups and other assets utilized in the support of offshore drilling activities worldwide.
For more information about Transocean, please visit our website at www.deepwater.com.


text:
Elder Care Is Everybody's Business
Byline: Cecelia Sanders
Americans are growing older. A few statistics:
- 34.5 million (12.7 percent) are age 65 and older, and by 2030, that number will increase to 70 million (20 percent).
- By the year 2011, those in the Baby Boom generation will begin to turn age 65.
- For those born in 1997, age expectancy increased to age 76. Just 97 years before that, age expectancy was only 49 years.
- People are living well into their 90s, and hundreds of Americans each day reach their 100th birthday.
Although medical science has also improved to allow people to live healthier while they live longer, it is a simple fact of life that as we age, we have more problems.
Some of them may be somewhat troublesome, but still relatively minor (reduced vision and hearing - both of which can be handled by glasses or hearing aids, for example).
Others can be major, including arthritis, osteoporosis, diabetes, cancer, heart attack and stroke.
Aging is a process. Some problems can be prevented by watching what you eat, exercising more, taking vitamin supplements and getting good medical care at the first sign of illness.
Other ailments can be treated, with surgery, medication and therapy. But some conditions are serious enough to require long- term care, whether in the home, in assisted living housing, or in a nursing facility.
Because people are living longer, elder care, or caring for an older relative, whether that is a parent or grandparent, is becoming an important factor in the lives of many Americans.
Many of these caregivers are still employed and still caring for their own children. The cost to employers is high - elder-care givers often need to reduce work hours. Some miss work, come in late or leave early.
It has been estimated that 54 million Americans provide care for an older person, who may be immediate family, in-laws, aunts or uncles, or even an elderly friend. …


text:
Venice has been regarded as the most beautiful city in the world, and architecturally it is perhaps the richest city in Europe. The French impressionists were drawn to Venice and found inspiration among the cities many treasures and continually changing effects of light.
For the visitor, Venice stimulates all of the senses. Above all, its environment awakens the visual sense, capturing the eye of the traveler and feeding the imagination. For more than a millennium the city has been chronicled in poetry, writing, painting, and by the late 19th century, photography.
The selection of photographs contained in this book, by no means comprehensive or documentary, expresses a personal viewpoint of Venice. A city endlessly photographed, probably more than any other Western city. In a constant effort to move beyond literal representation, I discovered that the anonymous parts of Venice reveal as much of the city's essence as the highlighted attractions.
A long-time contributor to Photo Life, Richard pursues photography as a medium of visual expression. He is best known for his unique vision with a personal style characterized by a strong sense of composition, colour and the use of light—combining an architectural love of geometry, pattern and texture with a painter's sensitivity to colour, light and composition. Well known for sharing his enthusiasm, creative vision and passion for the medium, Richard continues to inspire participants with his annual photography and visual design workshops in his native Kingston, Ontario since 1990. He also conducts workshops, tours, and seminars around the world, including Cuba, Sicily, Venice, Tuscany, Provence, Seattle, San Francisco, Vancouver, Toronto and Montreal. For information about Richard's workshops and schedule, subscribe on-line to receive his newsletter at www.richardmartinphoto.com
Comment posted.
mistral76cp says
Very nice job, I like the way you captured colors and graphic lines.
posted at 04:26AM Sep 22 PST
dolek says I like your album. The play of colour and shape. It's really amazing. Great work
posted at 01:35AM May 08 PST
jimal says
Richard, your book is wonderful. You are the best!
posted at 03:33PM Feb 04 PST
lundy4 says bravo
posted at 04:20PM Oct 29 PST
awmoran says This is a breathtaking piece of work.. wow.
posted at 08:30AM Oct 23 PST
andymoore says
I have over 20 books on Venice, and to me this is the first one that captures Venice at its best. I love the colours and design of the images.
Congratulations on producing such a wonderful book.
posted at 05:01AM Aug 28 PST
cschiraldi says This looks like such a wonderful book for a beautiful city. Beautiful work.
posted at 09:00PM Jul 18 PST
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Selected Works Published December 01, 2015
Cuba Published January 09, 2014
Places Published August 29, 2010
Venice, A Photographic Essay Published August 17, 2010
Life Illuminated through the lens Published June 01, 2010
Vision & Discovery Published November 29, 2009
Life Illuminated through the lens Published March 01, 2009