The Board of Directors of Ensco plc ("Ensco" or "Company") and its standing committees believe that a primary responsibility of the directors is to provide effective governance over the Company's affairs for the benefit of its shareholders, employees, customers and other stakeholders. That responsibility includes:

• evaluating the performance of the Chief Executive Officer ("CEO") and taking appropriate action, including removal, when warranted
• selecting, evaluating and fixing the compensation of senior management of the Company and establishing policies regarding compensation of other management personnel
• reviewing succession plans and management development programs for senior management
• reviewing and periodically approving long-term strategic and business plans and monitoring corporate performance against such plans
• adopting policies of corporate conduct, including compliance with applicable laws, rules and regulations, maintenance of accounting, financial and other controls, and reviewing the adequacy of compliance systems and controls
• evaluating the overall effectiveness of the Board and its committees and the individual Directors on a periodic basis
• adopting and implementing best practices of corporate governance in full conformity with the letter and spirit of all applicable laws, rules and regulations

Provisions addressing Board functions and structure, including mandatory Director retirement, responsibilities and composition of Board committees, management succession planning and other Board practices, are contained in the Ensco Corporate Governance Policies and Principles Section.

Board Membership Criteria

Candidates nominated for election or reelection to the Board of Directors should possess the following qualifications:

• personal characteristics:
  • highest personal and professional ethics, integrity and values;
  • an inquiring and independent mind; and
  • practical wisdom and mature judgment
• experience at the policy-making level in business, government or education
• expertise that is useful to the Company and complementary to the background and experience of other Board members. In this regard, previous executive and board experience, an international perspective, capital intensive cyclical business experience and knowledge of the global oil and gas industry are considered to be desirable
• willingness to devote the required amount of time to perform the duties and responsibilities of Board membership
• commitment to serve on the Board over a period of several years to develop knowledge about Ensco's principal operations
• willingness to represent the best interests of all shareholders and objectively appraise management performance
• no involvement in activities or interests that create a conflict with the Director's responsibilities to Ensco and its shareholders

The Nominating, Governance and Compensation Committee is responsible for assessing the appropriate mix of skills and characteristics required of Board members in the context of the perceived needs of the Board at a given point in time and shall periodically review and update the criteria as deemed necessary. Diversity in personal background, race, gender, age and nationality for the Board as a whole may be taken into account favorably in considering individual candidates.

The Nominating, Governance and Compensation Committee will evaluate the qualifications of each Director candidate against these criteria in making its recommendation to the Board concerning nominations for election or reelection as a Director.

Statement of Director Independence

The Board currently is comprised of eight Directors, seven of whom are independent of the Company and its management. 

As a matter of policy, a substantial majority of the members of the Board shall be independent Directors as determined by the Board. A Director qualifies as "independent" if the Board affirmatively determines that the Director has no material relationship with Ensco (either directly or as a partner, shareholder or officer of an organization that has a business relationship with the Company or its subsidiaries). Ensco shall publicly disclose these determinations in its annual proxy statement. In this regard:

• no Director who is a former employee of Ensco or whose immediate family member is an executive officer of Ensco can be "independent" until three years after the employment has ended;
• no Director who receives, or whose immediate family member receives, more than $120,000 (or equivalent) per year in direct compensation from Ensco (or an affiliate), other than director and committee fees and any forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), can be independent until three years after he or she ceases to receive more than $120,000 (or equivalent) per year in such compensation;
• no Director who is, or whose immediate family member is, a current partner of a firm that is Ensco's internal or external auditor ("affiliated auditing firm") can be "independent";
• no Director who is a current employee of an affiliated auditing firm can be "independent";
• no Director who has an immediate family member who is a current employee of an affiliated auditing firm and who personally works on Ensco's audit can be "independent";
• no Director who was, or has an immediate family member who was, within the last three years (but is no longer) a partner or employee of an affiliated auditing firm and personally worked on Ensco's audit within that time can be "independent";
• no Director can be "independent" if he or she receives any consulting, advisory or other compensation or fees (except normal Directors' Compensation) from the Company;
• no Director who is employed, or whose immediate family member is employed, as an executive officer of another company where any of the Ensco's present executives serve on that company's compensation committee can be "independent" until three years after the end of such service or the employment relationship;
• a Director who is a current employee, or whose immediate family member is an executive officer, of a company that makes payments to, or receives payments from, Ensco for property or services in an amount which, in any single year, exceeds the greater of $1 million (or equivalent), or 2% of such other company's consolidated gross revenues, cannot be "independent" until three years after falling below such threshold.

For the purposes of these standards:

• "Ensco" means Ensco plc and its consolidated subsidiaries, collectively;
• "immediate family member" means a person's spouse, parents, children, siblings, mother and father-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares such person's home;
• "executive officer" of a company means the company's president, principal executive officer, principal financial officer, principal accounting officer (or, if there is no such accounting officer, the controller), any vice-president of the company in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the company. Executive officers of the company or its subsidiaries will be deemed executive officers of the company if they perform policy-making functions for the company. If, and to the extent that, applicable laws, rules or regulations impose more restrictive criteria upon director independence, the same also shall be applicable. The definition of independence and compliance with this policy will be reviewed periodically by the Nominating, Governance and Compensation Committee.