HAMILTON, Bermuda, Nov. 21, 2005 (PRIMEZONE) -- In connection with the listing of SeaDrill Limited ("SeaDrill") on the Oslo Stock Exchange starting on or about 22 November 2005, the Board of SeaDrill announces:
We have been requested to give an account of the composition of the board of directors of SeaDrill in light of the recommendations of the Norwegian Code of Practice for Corporate Governance (the "Code").
Paragraphs two and three of section 8 of the Code contain the following recommendations:
The composition of the board of directors should ensure that the board can attend to the common interests of all shareholders and meets the company's need for expertise, capacity and diversity. Attention should be paid to ensuring that the board can function effectively as a collegiate body.
The composition of the board of directors should ensure that it can operate independently of any special interests. At least half of the shareholder-elected members of the board should be independent of the company's executive management and material business contacts. At least two of the members of the board elected by shareholders should be independent of the company's main shareholder(s).
The board of directors of SeaDrill currently consists of John Fredriksen, Tor Olav Troeim, Kate Blankenship and Pal Nordgreen.
John Fredriksen is the controlling shareholder of Hemen Holding, SeaDrill's main shareholder. Tor Olav Troeim holds a number of key positions in companies affiliated with SeaDrill's main shareholder. Kate Blankenship holds directorships in and has been employed by affiliated companies of SeaDrill's main shareholder. Fredriksen, Troeim and Blankenship are consequently not independent of SeaDrill's main shareholder.
The fourth member of the board of directors, Pal Nordgreen, is the owner and managing partner of Nor Ocean Offshore AS in Oslo. He has not been employed by, receives no remuneration from and has otherwise no relationship with the main shareholder of SeaDrill or its affiliates. Nordgreen must be considered independent of the main shareholder of SeaDrill for the purposes of the Code.
Tor Olav Troeim is currently the acting CEO of SeaDrill on a part time basis pursuant to a management agreement with Seatankers Management, and is consequently not independent of the executive management of SeaDrill. Fredriksen and Blankenship take no part in the day-to-day operations of SeaDrill. Fredriksen is indirectly the controlling shareholder of Seatankers Management, which currently provides a number of management services to SeaDrill. Blankenship's relationship with companies controlled by Fredriksen is described above. In our view, these relationships do not render Fredriksen or Blankenship dependent on the executive management or main business contacts of SeaDrill. Pal Nordgreen has no relationship with the management of SeaDrill or with Seatankers Management or its main business contacts. We are of the opinion that all the current and proposed members of the board of directors, with the exception of Tor Olav Troeim, are independent of SeaDrill's executive management and material business contacts.
While we recognize that the composition of the board of directors will not satisfy the recommendation of the Code for two independent board members, it is not intended to propose any further increase of or change to the board of directors of SeaDrill in the short term. SeaDrill is currently going through a phase of rapid expansion, and it is important to have a small and focused board of directors with a close working knowledge of the company's strategy and operations, and an ability to react quickly when the situation so requires. The current composition of the board of directors perfectly satisfies these needs. We believe these considerations justify the non-compliance for the time being with the recommendation for two independent directors.
We are convinced that SeaDrill will nonetheless satisfy the overriding requirement that the board of directors attend to the "common interests of all shareholders and meets the company's need for expertise, capacity and diversity". The main shareholder of SeaDrill is represented as a major shareholder in several companies listed at Oslo Stock Exchange, and we believe that it has shown its commitment over a number of years to the core values and principles of the Code, including the equal treatment of shareholders. We believe that the market valuation of these companies reflect the trust of the investor market in the compliance with core corporate governance principles. The trust of the investor market is essential to the success of all the companies in which the main shareholder is represented, and a failure to comply with these core values and principles would have serious negative consequences for the main shareholder.
Furthermore, it is the intention of the board of directors to stay in close contact with external shareholders as well as other interested parties in the company for the purpose of having constructive discussions about SeaDrill's corporate governance. The board of directors will seriously consider any concern expressed by such parties with regard to the corporate governance of SeaDrill.
Finally, in the longer term, the board of directors intends to consider proposing an increase in the number of directors as the result of the establishment of a stable shareholder structure.
Below we have taken from the prospectus section 6.3.1 the description of the Board:
John Fredriksen (1945), Chairman of the board. Mr. Fredriksen has been the chairman of the Board since SeaDrill's incorporation. In addition Mr. Fredriksen has been the chairman and chief executive officer of Frontline Ltd. since November 1997. Mr. Fredriksen is also the chairman of Golar LNG Limited and Golden Ocean Group Limited. Mr. Fredriksen is a Norwegian citizen and a resident of Cyprus. Mr. Fredriksen is the direct and indirect owner of 98,231,716 shares in SeaDrill.
Tor Olav Troeim (1963), Director. Mr. Troeim has been a member of the Board since SeaDrill's incorporation. Mr. Troeim is the vice-president and a member of the board of Frontline Ltd. Mr. Troeim is also a director of Aktiv Inkasso ASA and Golar LNG Limited. Mr. Troeim is furthermore the director and chief executive officer of Ship Finance International Limited and Golden Ocean Group Limited. Mr. Troeim is a Norwegian citizen and a resident in the United Kingdom. Mr. Troeim owns, directly and indirectly, 250,000 shares in SeaDrill.
Kate Blankenship (1965), Director and Company Secretary. Ms. Blankenship has been a member of the Board since SeaDrill's incorporation. She is a director of Frontline Ltd., Golar LNG Limited, Ship Finance International Limited and Golden Ocean Group Ltd. Ms. Blankenship is a UK citizen and a resident of France. Ms. Blankenship owns directly and indirectly 8,000 shares in SeaDrill.
Pal Nordgreen (1949), Director. Mr. Nordgreen is owner and managing partner of Nor Ocean Offshore AS. He has more than 30 years of experience from the Offshore Industry. He has in-depth understanding of the offshore market where he has been particularly successful in the supply boat market. Mr. Nordgreen is a Norwegian citizen and resident in Norway. Mr. Nordgreen owns directly and indirectly 67,000 shares in SeaDrill.
SeaDrill Limited 21 November, 2005 Hamilton, Bermuda