Corporate governance

The Seadrill Integrity Channel is operated and handled by an independent service provider, GAN Integrity (GAN). The Integrity Channel is a confidential tool for employees, consultants or contractors working for Seadrill, as well as third parties with whom Seadrill has business relationships, to report any concerns about possible unethical behaviour and/or illegal or unsound activities within Seadrill’s operations, its suppliers and/or joint venture-partners' operations.

Why do we have an Integrity Channel?

Seadrill values openness and transparency. Openness is the premise for trust and confidence. We are judged by whom we are and how we act: our reputation is upheld by how we put into practice our core values of safety conscious, accountability, inspirational, loyal and proactive. These values underpin The Seadrill Way of Working and The Seadrill Code of Conduct. We have established an Integrity Channel to allow employees and stakeholders to raise concerns and report instances of potential non-compliance with our values and principles.

What is an Integrity Channel?

The Integrity Channel enables Seadrill employees and others to raise concerns about improper activities or misconduct, in full confidence and without fear of retaliation. Improper activities may be:

• Bribery and corruption
• Financial misconduct
• Falsification of accounting records
• Improper payments
• Fraud
• Kick-back arrangements
• Money laundering
• Workplace health, safety or environmental violations
• Workplace harassment
• Failing to protect intellectual property
• Data protection breaches
• Insider trading
• Other violations of the Seadrill Code of Conduct

To raise a concern is beneficial to every single employee, the Company and to the society as a whole, because improper conditions can be corrected. There are a number of reasons for reporting your concern. Every employee has a duty to report their knowledge or suspicion of incidents or practices in breach of our Code of Conduct.

Who can use the Integrity Channel?

The Integrity Channel is for all employees in Seadrill and for third parties with whom Seadrill has a business relationship (customers, suppliers etc.). However, this method of reporting is not for customer services complaints or enquiries. Please contact your local Seadrill office for customer related issues.

How to raise a concern?

Seadrill has established a 24 hours a day, 365 days a year Integrity Channel. Reports through this channel are received on behalf of Seadrill by an independent third-party specialist, GAN.

There are two external ways to submit a report:

• Call the Integrity Channel via the phone number for your country.
  The full list of phone numbers can be found at: https://seadrill.gan-compliance.com/p/integrityreport
  Almost every number is freephone, and the report can be made in the caller’s preferred language.
• Visit the website: https://seadrill.gan-compliance.com/p/integrityreport, where you can complete and submit a report form.

GAN will handle all submissions with confidentiality. When raising a concern to GAN, you also have the option to remain anonymous. However, it will be easier to conduct an investigation, and other follow up activities will more likely be successful if the person reporting gives his/her identity.

Seadrill employees should also feel free to discuss any suspected violation or concern with their supervisor or any other member of Senior Management or Seadrill's Compliance Function.

What happens with the complaints received?

All complaints received will be taken seriously and will be handled in an appropriate manner. The identity of the person reporting will always be handled with confidentiality. GAN will summarise the reported concern and make an initial report to Seadrill.

Anonymity
You have three different options when you make a report:

• Remain completely anonymous to all parties
• Identify yourself to GAN, remaining anonymous to Seadrill
• You can provide your name and contact details

What happens to a report when received by Seadrill?

Your report, once processed by GAN, will be assigned to a member of Seadrill’s Compliance Function, to review and arrange for the concern to be investigated in an appropriate manner.

If the reported incident requires expertise not available within Seadrill, an outside expert may be involved. The investigation will focus on an objective, factual analysis of the case.

Within a reasonable period, the person raising a concern and reporting instances of potential non-compliance shall receive a reply.

For every reported instance, it is important to take into consideration the interests of the person who is the subject of the report. Seadrill gives priority to ensuring that each case is treated with fairness. In most cases, this means that the person is informed about the received concerns and is given the opportunity to respond.

SEADRILL LIMITED and CONSOLIDATED SUBSIDIARIES (the “Group” or “Seadrill”)

STATEMENT OF TAX STRATEGY

Background

Seadrill is a large and complex group, publicly listed on the US and Norwegian Stock Exchanges and operating in the offshore drilling sector through many companies in different jurisdictions across the globe.

The purpose of this document is to set out the Group's approach to managing its tax affairs globally.

Overall Tax Strategy

The Group’s global tax strategy is to enhance Seadrill Limited’s long term shareholder value whilst being committed to complying with relevant tax rules and requirements in jurisdictions where we operate, taking a fair and reasonable approach to tax and operating to a high standard in the sector in which it operates and reflecting its publicly listed status on the US and Norwegian stock exchanges. At all times this will comply with Seadrill’s code of conduct, which governs our behaviours and principles.

Approach to managing Tax risk and establishing good governance

Tax risk arises from complex laws and regulations and the interpretation and application of those in relation to complex business and operational circumstances across multiple territories.

Responsibility for Tax at Board level rests with the Chief Financial Officer who together with the Head of Tax advises the Board and Audit and Risk Committee on the Tax position of the group on a regular basis. The Board review and approve all matters where a material tax impact could arise. Day to day management of the tax affairs of the group are delegated to the Group Tax function, which reports directly to the Chief Financial Officer.

The Group Tax function maintain processes and controls that ensure the integrity of our tax returns and the accurate and timely payment of tax in countries in which we operate. These are monitored, reviewed and updated to reflect changes in law and business practice.

The Board through the Chief Financial Officer requires and will ensure that the Group Tax function has and is able to maintain sufficiently skilled resources to maintain the tax strategy of the Group.

Tax law changes frequently and the Group will keep up to date on potential changes in legislation or case law and will take appropriate action to mitigate potential costs or take advantage of potential benefits of changes. This will involve relevant employees undertaking suitable training.

Approach to tax planning / how we structure our tax affairs

The Group will strive to ensure that commercial transactions are structured in a tax efficient way and arranges its affairs, within the law, to reduce the effect of taxation on the Group and its stakeholders (including shareholders, customers and employees) having due regard to its reputation, integrity and status as a group listed on both the Oslo and New York Stock Exchange. This may reflect practices commonly operated within the offshore drilling sector. It will claim properly available allowances, deductions, reliefs, incentives, exemptions and credits where it is beneficial to do so but will not engage in abusive tax arrangements. In relation to cross border transactions, companies will follow the requirements of domestic tax law, subject to the application of relevant tax treaties and the OECD guidelines on transfer pricing.

Attitude to risk

The Group’s attitude to tax risk is aligned to that in all other key areas of the business.

The Group will consider all factors, commercial, technical and reputational when making decisions on tax and will monitor tax risks and report and escalate risks as appropriate.

The business must consult Group Tax regarding all significant business developments which may have potential tax implications, and Group Tax will keep the businesses updated on relevant tax developments and issues.

External specialist advice will be sought to support a tax position where it is considered appropriate, giving regard to the quantum of tax in issue, the complexity of the relevant rules and the commercial arrangements and circumstances of the issue.

Dealings with Tax Authorities

The Group will operate in a transparent, professional and constructive manner with tax authorities globally, even if there are differences of opinion on matters within tax returns, and make appropriate disclosures on relevant issues.

The Group will engage with tax authorities and other relevant bodies such as the regulators and governments, on tax matters which are important to the group to ensure a fair and reasonable tax regime. This will include contributing to consultations and commenting on draft legislation.

December 2023

Published to comply with The UK Finance Act 2016 Schedule 19 for the year ended 31 December 2023