Corporate Governance Policy - s1.q4cdn.com

1 Corporate Governance Policy (Amended and Restated as of 2 December 2016)ENSCO Corporate GOVERNANCEPOLICY(Amended and Restated as of2 December 2016)TheBoard of Directors of Ensco plc("Ensco" or the"Company") andits standing committees believe that a primary responsibility of thedirectors is to provide effectivegovernance over the Company's affairs for the benefit of its shareholders, employees,customers and other stakeholders. That responsibility includes: Evaluatingtheperformance of theChief ExecutiveOfficer ( CEO ) andtaking appropriate action, includingremoval, when warranted; Selecting,evaluatingandfixingthecompensa tionofseniormanagementofthe Company andestablishingpolicies regardingcompensationof other management personnel; Reviewingsuccessionplansandmanagement development programsfor senior management; Reviewingandperiodically approving long-term strategic andbusinessplans and monitoringcorporate performance against such plans; Reviewing the majorrisksfacing theCompanyandoverseeingstrategies to address these risks.

2 Adoptingpolicies ofcorporateconduct, includingcompliance withapplicable laws,rules andregulations,maintenance ofaccounting,financial and other controls, and reviewingtheadequacy of compliancesystems and controls; Evaluatingtheoverall effectivenessof theBoard anditscommitteesandthe individual directors on aperiodicbasis; and Adopting and implementingbest practices of Corporate Governance infull conformity with theletter and spirit of all applicablelaws, rules andits standingcommittees have adopted thisPolicy which includes thefollowing Governance Guidelines to assistin theexerciseof their responsibilities. ThisPolicy andthe Guidelines shall bereviewed periodically andrevised as appropriate toreflect theevolving functionsof theBoard anddevelopingtrendsof best practice andregulatory compliance in Corporate does not,andisnotintendedto,modify ortoconstituteaninterpretationoftheCompa ny s articles ofassociation ( Articles ) orany law theBoard s Articles, theBoardshall elect a Chairpersonof theBoard following each Annual GeneralMeeting of Shareholders.

3 The Chairpersonof theBoard presides overmeetings of the Board and shareholders and is responsiblefor coordinating theoverall management and functioningof the responsibilities oftheChairperson shall beas follows: Developan appropriate scheduleof Board meetings, seeking toensure that theindependentdirectors can performtheir dutiesresponsibly whilenot interfering with ongoing Company operations; Review in advance the Board meeting agendas as prepared by theSecretary and theCEO; Review in advance themeetingschedules for theBoard committees; Develop standards as to the quality, quantity and timelinessof the informationsubmitted to theBoard by theCompany s managementthat is necessary orappropriate forthe independent directors toeffectively and responsibly perform their duties; Develop the agendas for and serve as Chairperson of the executive sessionsof the Board s independentdirectors andensure thatindependent directors have adequate opportunities to discuss issueswithout management present; Serveas principal liaisonbetween theindependent directors andtheCEOin respect ofBoard issues; Participate in recommendationsregarding succession planning for the Chairpersonofthe Board,recruitmentofnew directors andmanagement succession planning.

4 ParticipateinmeetingsoftheCompensationCo mmitteeinestablishing performance goals andassessmentsof theCEOinmeeting agreed-upon targets and overseeing succession plans forkey seniormanagement roles; Conduct one-on-one peer reviews to coincidewith the annual formal survey of board effectiveness and performance; Oversee theestablishmentofprocesses toassessassurancesprovided to theBoard by seniormanagement, and facilitate effectivecommunication between directors and management in conjunction with theCEO; Meet withrepresentativesoftheCompany sregulatorsandrepresent the Company at social, fundraisingor industry associationgatherings, upon request; and Lead in shareholder outreach initiatives on behalf of shall conduct fourregularlyscheduled meetings per year.

5 Special meetings will beconvened as necessary. Long-term strategicandbusinessplanswillbereviewedp eriodically during regularly scheduled meetings. The schedule for regular meetings of theBoard and committees for each year shall besubmitted toandapproved in advance by the Board. Asunder the Company s Articles,the Chairpersonof theBoard or CEO may call fornotice ofa specialmeeting of theBoard if deemed advisable. Special meetings shall alsobecalled by theSecretary or theCEOonthewritten request oftwo Directors are expected to devote sufficient time and attention to prepare for, attendandparticipate in Board meetings andmeetings of committees onwhich they serve, including advance review of pre-meetingagendamaterials circulated prior to each Sessions of Independent Directors.

6 The independent directors shall meet at regularly scheduled executivesessionsoutsidethepresenceof the CEO andother Company personnel at each regular Board meetingandmay convene such sessions during any Board meeting or by notice of aspecial Board Chairperson or, if absent, his or her designee, shall serve as executive SessionChairpersonwhen the Board meetsinindependentdirector executive sessionand willserve as the interface between the Board and the CEO in communicating the matters discussed during the executive sessions. The Company willappropriately disclosethenameof theChairpersonandthe method by which interested parties may contact theindependent 'sChief Financial Officer andtheGeneral Counsel will bepresent during theBoard meetings, except where there is a specific reason for oneor bothof them to be absent or excluded.

7 In addition,theChairpersonof theBoardmay inviteoneor more other members ofseniormanagementof theCompany to be in regular attendance at Board meetings andmay includeother Company officers and employees from timeto timeas appropriateunder shallhave open accesstoEnsco's managementandindependentadvisors,such as attorneys or auditors. TheBoard encourages seniormanagementto bring managers into Board or committee meetings andother scheduledeventswho(a) can provide additional insight intomatters beingconsideredor (b) represent managers withfuture potential whomseniormanagementbelieveshouldbegiven exposureto themembers oftheCompanyshall have access to the independent directors as provided in the Ensco Code of Business Conduct that members oftheBoard of Directors willbeableto devoteproper attentionto their duties andresponsibilities as members of the Company's Board, a member of the Company's Board shall not serveonmore than three other for-profit publiccompany boardswithoutspecific priorapproval by theEnsco Board theChairpersonof the Board shall establishtheagenda of each Board meeting, all otherBoard members are encouraged tosuggest itemsfor inclusiononthe agenda.

8 Each directoris free to raisesubjects that are not on themeeting advance ofeach regular Board orcommittee meeting, an agenda booklet will bedistributed to each directorby theCompany s Secretary or Assistant Secretary. Thecommittee materialsshall bedistributed to all directors, regardlessof committee meetings ofthe Board orcommittees, notice, anagenda and backgroundmaterials shall be distributed to all directors. Theagendabooklet may besubmitted in electronic extent feasibleor appropriate, informationanddata important to the directors' understandingofthematters tobeconsidered,including background summaries of presentationsto be made at Board or committee meetings and proposed resolutions,willbe distributed in advance of the meeting.

9 Directors also shall routinely receiveperiodicfinancial statements,earnings reports, press releases, analyst reports andother informationdesigned tokeep theminformed of thematerial aspects ofEnsco's business, performance and matter of Policy , a substantial majority of themembers of theBoardshall be independentdirectors as determined by directorqualifies as "independent"if theBoard affirmatively determines that thedirectorhas no material relationshipwithEnsco (either directly oras apartner, shareholder or officer of an organizationthat has a businessrelationshipwiththeCompany orits subsidiaries). Ensco shall publiclydisclosethese determinationsin itsannual proxy statement. In this regard: Nodirectorwhoisa former employeeofEnsco orwhoseimmediate family member is an executiveofficer of Ensco can be"independent" until three years after theemployment has ended; Nodirectorwhoreceives,orwhoseimmediatefa mily memberreceives, more than $120,000(or equivalent) per year indirectcompensationfrom Ensco (or an affiliate), other than director andcommittee fees andany formsof deferred compensationfor prior service (provided such compensationis notcontingent in any way oncontinued service), can be independent untilthree years after heorsheceases to receivemore than $120,000 (or equivalent)per yearin such compensation.

10 Nodirectorwhois,orwhoseimmediatefamilyme mber is,acurrent partner of a firm that is Ensco's internal or external auditor ("affiliated auditingfirm") can be"independent"; Nodirectorwhois a current employee of an affiliated auditing firm canbe "independent"; No director who has an immediate family member whois a current employee of an affiliated auditingfirm andwhopersonally works on Ensco's audit can be"independent"; Nodirectorwhowas, orhas an immediatefamily member who was, withinthe last three years (butis nolonger) a partner or employee of an affiliated auditing firmandpersonally worked onEnsco's auditwithinthat timecan be"independent"; Nodirectoronthe Audit Committee can be "independent" if heorshe receives any consulting, advisory or other compensationor fees(except normal directors' compensation)from theCompany; Nodirectorwhoisemployed,or whoseimmediatefamilymember is employed, as an executiveofficer of another companywhere any of Ensco's present executives serveon that company'scompensation committee can be "independent"untilthree years after the end of such service or the employment relationship.