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Subsea 7 — Board/Management Information 2014
Jul 1, 2014
6244_iss_2014-07-01_eb902df5-b4ce-43b5-a0a1-fcb89867e77e.pdf
Board/Management Information
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Subsea 7 S.A. takes action to facilitate use of its vessels in US waters
Luxembourg - 1 July 2014 - Subsea 7 S.A. (Oslo Børs: SUBC) (the Company) announced today an action to facilitate use of its vessels for energy development related projects executed in US waters. The action is designed to enable the Company to meet requirements applicable to non-US companies operating vessels in US waters.
Included within these requirements is that the Company's Board of Directors, which has ultimate control over these vessels, cannot, under any circumstances, be itself controlled by a majority of US citizens. Consequently Subsea 7 S.A., given the current quorum rules in the Company's Articles of Incorporation which set the minimum quorum of the Board at four, is required to reduce the number of US Directors from three to one.
In light of the Company's current governance structure and the composition of its Board of Directors, the Company announced today that two of its Directors, Mr Robert Long and Mr Allen Stevens, who are both US citizens, have agreed to stand down as Directors of the Board and have resigned with immediate effect.
Mr Long and Mr Stevens both joined the Board of Directors of the Company in January 2011 and, following their resignations from the Board, will remain members of the Company's Compensation Committee. Mr Stevens will also remain a member of the Company's Corporate Governance and Nominations Committee and Mr Long will continue as a member of the Company's Audit Committee.
*************************************** Subsea 7 S.A. is a seabed-to-surface engineering, construction and services contractor to the offshore energy industry worldwide.
We provide integrated services, and we plan, design and deliver complex projects in harsh and challenging environments. **************************************
Contact: Keith Russell Investor Relations Director Subsea 7 S.A. Tel +44 (0) 20 8210 5568 [email protected] www.subsea7.com
Forward-Looking Statements: Certain statements made in this announcement may include 'forward-looking statements'. These statements may be identified by the use of words like 'anticipate', 'believe', 'could', 'estimate', 'expect', 'forecast', 'intend', 'may', 'might', 'plan', 'predict', 'project', 'scheduled', 'seek', 'should', 'will', and similar expressions. The forward-looking statements reflect our current views and are subject to risks, uncertainties and assumptions. The principal risks and uncertainties which could impact the Company and the factors which could affect the actual results are described but not limited to those in the 'Risk factors' section in the Company's Annual Report and Consolidated Financial Statements for the year ended 31 December 2013. These factors, and others which are discussed in our public announcements, are among those that may cause actual and future results and trends to differ materially from our forward-looking statements: actions by regulatory authorities or other third parties; our ability to recover costs on significant projects; the general economic conditions and competition in the markets and businesses in which we operate; our relationship with significant clients; the outcome of legal and administrative proceedings or governmental enquiries; uncertainties inherent in operating internationally; the timely delivery of ships on order and the timely completion of ship conversion programmes; the impact of laws and regulations; and operating hazards, including spills and environmental damage. Many of these factors are beyond our ability to control or predict. Other unknown or unpredictable factors could also have material adverse effects on our future results. Given these factors, you should not place undue reliance on the forward-looking statements.