Board Responsibilities

Board of Directors Responsibilities

The Board is committed to the maintenance of high standards of Corporate Governance throughout the Group. The table below provides details of the Group's assessment on the independence of its current Directors, together with details of membership of the various Board Committees.

* The appointment of the Board of Directors ('the Board') became effective upon completion of the Combination between Acergy S.A. and Subsea 7 Inc. on January 7, 2011, at which time the Company was renamed Subsea 7 S.A.

As used above, 'independence' is as defined in the Relationship Agreement, dated June 20, 2010, among Subsea 7 Inc., Acergy S.A. and Siem Industries Inc., which is relevant during the standstill period of 30 months from the date of the Relationship Agreement. Additionally, at all times, including from the end of the standstill period, the Board must satisfy the rules and codes of corporate governance of the stock exchange on which Subsea 7 S.A. is primarily listed. At the date of this report, NASDAQ Global Select Market is Subsea 7 S.A.'s primary listing; however Subsea 7 S.A. has commenced procedures to delist from NASDAQ.

The quality of the Board Directors, each of whom has a suitable background and relevant experience, ensures that they are able to challenge and help develop proposals on Group strategy, examine controls and review performance to ensure the maintenance of robust governance standards. The skills and experience of the Directors on the Board help to ensure that the Board operates as a team. The Group periodically reviews the composition of the Board to ensure the total number and balance of Directors is appropriate in view of the size and complexity of its operations.

The Board is the principal decision-making forum of the Group and exercises overall control of the Group's affairs. The Board is responsible for the Group's strategy, the approval of financial statements, acquisitions and disposals, treasury and risk management policies and appointment and removal of Directors and Officers.

The Board is responsible for the oversight of overall control of the Group's affairs, having a particular responsibility for ensuring that strategies proposed for the development of the business are critically reviewed and ensuring oversight of and responsibility for the risk management of the Group. This ensures that the Board acts in the best long-term interest of shareholders and takes account of the wider community of interest represented by employees, clients and suppliers, as well as broader social, environmental and ethical interests.

The Board shall appoint a Chairman. The Chairman is responsible for the leadership of the Board, ensuring its effectiveness and independence from the Group's management. The Chief Executive Officer is responsible for implementing the strategy of the business, within the authorities delegated to him by the Board. The Board shall also appoint a Senior Independent Director from among the Independent Directors who shall provide a sounding board to the Chairman and serve as an intermediary for the other Directors if necessary.

The Executive Management Team comprises the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, EVP Human Resources, EVP Commercial and General Counsel. The Board delegates day-to-day and business control matters to the Chief Executive Officer who, with the Executive Management Team, is responsible for implementing Group policy and monitoring the performance of the business. The Executive Management Team meets on a regular basis to ensure appropriate control and management of day-to-day business matters. Effective liaison between the Board and the Executive Management Team is achieved through regular attendance by members of the Executive Management Team at Board meetings, and the provision of financial and operational updates by the Executive Management Team to the Board. Members of the Executive Management Team have full power to act subject to the reserved powers and sanctioning limits specified by the Board in the Group's policies and procedures.