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Articles of Incorporation

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

Board Charter

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 of Directors of Subsea 7 S.A. must adhere to a Board Charter which sets out the instructions for and responsibilities of the Board.

Audit Committee Charter

The Audit Committee is responsible for ensuring that the Group has an independent and effective external and internal audit process. The Audit Committee supports the Board of Directors in the administration and exercise of its responsibility for supervisory oversight of financial reporting and internal control matters and to maintain appropriate relationships with the external auditor.

The terms of reference of the Audit Committee, as set out in the Audit Committee Charter, satisfy the requirements of applicable law and are in accordance with the Articles of Incorporation.

Corporate Governance and Nomination Committee Charter

The Corporate Governance and Nominations Committee has been established to assist the Board in reviewing Board composition, duties, compensation and performance, as well as developing corporate governance principles applicable to the Company and overseeing the Company’s Compliance and Ethics programme.

The Corporate Governance and Nominations Committee’s responsibilities are set out in a Charter.

Compensation Committee Charter

The Compensation Committee has been established by the Board of Directors to assist in developing a fair compensation programme for executive officers and to ensure compliance with legal requirements as to executive officer compensation.

The Compensation Committee’s responsibilities are set out in the Compensation Committee Charter.

2018 Governance Report

The Governance Report sets out the arrangements the Board has put in place to help ensure that it fulfils its corporate governance obligations, including the application of the principles of the Norwegian Code of Practice for Corporate Governance.


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.