Noble Corporation plc (NE) Earnings Call Transcript & Summary

Okay. Good morning. As it is now 9 a.m., the time appointed for the annual general meeting, and as there is a quorum present for the passing of all resolutions in the notice of the meeting as sent to shareholders for the threshold period, we can now call the annual general meeting to order. I would ask for permission to take the notice of the meeting as read. I am Julie Robertson, Chairman of the Board of Directors, President and Chief Executive Officer of the company. And I will act as Chairman and conduct the business portion of the meeting. In light of the current situation, we have tried to minimize the number of people here today. Accordingly, I would like to briefly introduce the other directors and director nominees who are participating in this meeting by conference call. Kevin Corbett, director nominee of the company and Chief Executive Officer of the Oklahoma Health Care Authority; Julie Edwards, Lead Independent Director of the company and formerly Senior Vice President in Corporate Development and Chief Financial Officer of Union -- Southern Union Company; Gordon Hall, director of the company and Chairman of the Board of Archrock; Roger Jenkins, director of the company and President and Chief Executive Officer and a member of the Board of Directors of Murphy Oil Corporation since 2014; Scott Josey, director of the company and Chairman and Chief Executive Officer of Sequitur Energy Resources, LLC; Jon Marshall, director of the company and former President and Chief Operating Officer of Transocean Inc; and Mary Ricciardello who I do not believe is on the call today. I would like to welcome the officers of the company at AGM today: Robert Eifler, Senior Vice President, Commercial of the company and director nominee; William Turcotte, Senior Vice President, General Counsel and Corporate Secretary of the Company; Richard Barker, Senior Vice President and Chief Financial Officer of the company; and Barry Smith, Senior Vice President of Operations of the company. Finally, I would like to also welcome Miles Saunders and Bruce Collins from PricewaterhouseCoopers, our statutory auditor, who are participating in the meeting by conference call. The meeting of the company has been called for the purpose of considering the resolutions, which are set out in the notice of meeting. Resolutions #1 through 16 will be proposed as ordinary resolutions. Resolution #17 and 18 will be proposed as special resolutions. Voting on the resolutions will be by way of a ballot or poll and is called under our constitution. Registered ordinary shareholders may vote in person or by proxy or if a corporate shareholder, via a representative. Please note that an abstain is not a vote in law and will not be counted in the calculation of the votes cast for and against each resolution. If you have any questions regarding completion of the polling papers, please do not hesitate to ask Mr. Turcotte, our Corporate Secretary, who will be pleased to give you assistance. I will remind all attendees of the company's rules of conduct of annual general meetings, which can be found on the reverse side of the agenda. As required by English law, the company's U.K. annual accounts and reports for the year ended 31 December 2019 are laid before the meeting. I have a set here for the purposes and to those annual financial reports also have been provided to registered shareholders already. In view of the explanation of the proposals contained in the proxy statement relating to the meeting, I do not propose to add anything further. However, after formally proposing the resolutions, I will take any questions relating to the resolutions properly before the meeting. I will now start the formal part of the meeting. I propose as ordinary resolution, resolutions #1 through 16, set out in the notice of meeting. I propose a special resolution for resolutions #17 and 18 set out in the notice of the meeting. With your permission, I will text -- I will take the text of those resolutions as read. I will now answer any questions related to resolutions properly before the meeting. I ask that you please observe the company's rules, which are found on the reverse side of the agenda. I also ask that shareholders give their names, and if they are proxies or representatives of corporate shareholders, the name of shareholder for which he or she represents when posing their questions. Are there any questions? Okay. Each of the resolutions numbered 1 through 18 will now be put to a vote by the way of a poll in accordance with our constitution. I will temporarily absent myself in the meeting during the conduct of the poll in order to allow Mr. Turcotte to act as proxy in respect to voting instructions received from certain registered ordinary shareholders. As there are no registered ordinary shareholders present in person or by representative in respect to the corporate shareholders, Mr. Turcotte and Mr. Eifler, as the only proxies in attendance appointed by registered ordinary shareholders, have been handed the polling papers. The polls has now opened at 9:07 a.m. And since there are no shareholders present, the poll is now closed at 9:07 a.m. I declare that resolutions 1 through 11 and 14 through 16 have been carried by the requisite majority of votes and resolutions. 17 and 18 have been carried by the requisite 75% of votes. Resolutions 12 and 13 have failed to receive the requisite majority of votes. I have the results of the poll, including the numbers of votes cast in favor of each resolution, the votes cast against these resolution and the percentage of abstentions registered. They will be posted on the company's website. That concludes the business of the meeting, and we will not be taking any further questions. We thank you for your attendance. Before we close, I did want to say a couple of things. First of all, I wanted to welcome Kevin Corbett to the Board. And thanks, Kevin, very much for joining our team. And we're looking very much forward to working with him as a new director. I was obviously going to have some remarks laid about Mary and her 17 years of service. But Mary did not dial into the call, so we will save those for when we are with Mary again. And I also wanted to welcome Robert to the Board and not only obviously to the Board, but congratulations on his promotion to President and Chief Executive Officer effectively immediately with this meeting. I've elations to work with Robert in the new capacity, and we look forward to assisting him and as he leads this company forward. I did one anecdotal note since there's no shareholders here in the room and we can have our few moments of levity. I did look back and the last time we had what I would call a smooth transition of the CEO role was in 1967. So only a few of us in this room were alive in 1967 but that's the last time it actually occurred. And that's because the [indiscernible] person died in office. So that's why it was a smooth transition. Robert, I am grateful that I did not have to die to make this a smooth transition. And I think we are setting a very good example here, and this is how it should be done and congratulations on your promotion. I'm very excited for you. And when Jim Day left office, he presented Mark Jackson with a sitting duck. I thought that was most inappropriate. And so today, I have to give you your new business clothes, which is new [indiscernible]. I thought that was a little more appropriate than a sitting duck. And we'll get a more appropriate gift when stores are open and life goes back to normal. Anyway, congratulations on getting your promotion. That is all for the shareholders' meeting. And now we will disconnect and dial back in for the following Board meeting. Miles, thank you. I'll see you at [indiscernible].