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Governance

At Subsea 7, corporate governance goes beyond pure compliance. We believe that high-quality governance creates long-term value for our shareholders, employees, creditors and other stakeholders, and builds long-term, trusting relationships.

We run our business for the benefit of all stakeholders and reflect the high standards they have come to expect from us. As a company incorporated in Luxembourg and quoted on the Oslo Børs, Subsea 7 S.A. is subject to a number of laws and regulations with respect to governance, and is committed to achieving the highest Corporate Governance standards at all times. The term "Company" refers to Subsea 7 S.A. and the term “Group” refers to Subsea 7 S.A. and its subsidiaries.

Board of Directors

With overall responsibility for the management of the Group, the Board of Directors (the “Board”) delegates the daily management and operations of the Group to the CEO. The Board appoints the CEO, who is supported by the other members of the Executive Management Team. The Board maintains high standards of 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.

  Year of appointment to the Board* Independent Audit Committee Corporate Governance & Nomination Committee Compensation Committee
Kristian Siem 2011 No   Member
Chairman
Allen Stevens** 2011 Yes
  Chairman Member
Niels Kirk 2018 Yes
Member
  Member
Jean Cahuzac 2011 No      
Dod Fraser 2011 Yes
Chairman    
David Mullen 2018 Yes
  Member   
Eystein Eriksrud 2012 No Member
   
Elisabeth Proust  2019  Yes       
* The Combination between Acergy S.A. and Subsea 7 Inc. occurred on January 7, 2011, at which time the Company was renamed Subsea 7 S.A.  This only shows appointments in respect of the combined entity; it does not show appointments occurring prior to the Combination.
** Allen Stevens was initially a member of the Board between January 2011 and June 2014 . After standing down for a short period of time, he re-joined the Board in September 2014.

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 appoints a Chairman, CEO and Senior Independent Director. 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 Senior Independent Director is elected from among the Independent Directors and provides a sounding board to the Chairman and serves as an intermediary for the other Directors if necessary.

Download Board Charter

Board Committees

The Board of Directors has established a Corporate Governance and Nominations Committee, a Compensation Committee and an Audit Committee. Each has a charter approved by the Board of Directors and has matters delegated to it as appropriate. Committee members ensure the committees operate in an effective manner.

Our Committees

Articles of Incorporation

Subsea 7 S.A.’s Articles of Incorporation, as amended by Notarial Deed on 25 July 2019

Download Articles

Remuneration of the Executive Management 

The Group’s remuneration policy is set by the Compensation Committee. The policy is designed to provide remuneration packages which will help to attract, retain and motivate senior management to achieve the Group’s strategic objectives and to enhance shareholder value. The Compensation Committee benchmarks executive remuneration against comparable companies and seeks to ensure that the Group offers rewards and incentives which are competitive with those offered by the Group’s peers.

Remuneration comprises base salary, bonus, share-based payments, benefits and pension. 

Share-based payments

The 2018 LTIP provides for conditional awards of shares based upon performance conditions over a performance period of at least three years. Performance conditions are based on two measures: relative Total Shareholder Return (TSR) against a specified comparator group of companies and the level of Return on Average Invested Capital (ROAIC) achieved. Both performance conditions are determined over a three-year period. Additional detail is disclosed in the Annual Report.

Bonus

We have a variable management short term (annual) incentive plan for senior managers based upon business and personal performance. Performance is measured against objectives that are underpinned by our Values and measured using both financial and non-financial metrics, including our performance on Safety. The plan and targets are reviewed and assessed on an annual basis by the Compensation Committee.