Noble Corp PLC

This proposal asks shareholders to empower the Audit Committee to set the remuneration for the Company’s UK statutory auditors. Management seeks this authorization to streamline and centralize the approval of audit fees with the committee directly charged with auditor oversight, which is consistent with the Audit Committee’s role under UK and US governance norms. The Audit Committee’s authority to determine auditor fees helps ensure auditor independence by having an independent committee negotiate and approve compensation rather than management. While routine in many jurisdictions, explicit shareholder authorization under the UK Companies Act clarifies statutory authority and avoids procedural obstacles to engaging and compensating auditors. Approving this resolution maintains continuity with the Company’s practice of Audit Committee oversight of audit arrangements and is aligned with the Board’s recommendation, which emphasizes PwC’s long tenure and existing relationship. Potential shareholder concerns are limited but include ensuring that the Audit Committee exercises due diligence to avoid excessive fees or conflicted non-audit services; the proxy details the Committee’s pre-approval policy and disclosure of fees. For institutional investors assessing governance, the resolution is neutral-to-positive because it consolidates auditor oversight authority within an independent committee while preserving transparency via required disclosures and Audit Committee reporting. The operational impact is limited but administratively important: it permits timely negotiation and payment of audit-related fees under the Committee’s established pre-approval framework. Given the Audit Committee’s composition of independent directors and the Board’s unanimous recommendation, shareholders are being asked to endorse a standard governance mechanism rather than approve a specific fee level.

This non-binding advisory proposal asks shareholders to endorse the compensation of the Company’s named executive officers as disclosed in the proxy materials. Management frames the vote as an opportunity for shareholders to express support or concern about pay design, and the Board commits to reviewing voting outcomes although the result is not binding. The Company’s disclosure highlights a pay-for-performance philosophy with a large proportion of pay at risk (e.g., PVRSUs and STIP) and explicit share ownership guidelines, which management argues aligns executives with shareholder interests. From investor governance perspective, key considerations include the mix of TSR, ROIC and ESG metrics in long-term incentives, the STIP’s normalized cash generation metric, and the Compensation Committee’s use of independent advisors; these features tend to be viewed positively by governance-focused investors when thresholds and calibrations are appropriate. Potential criticisms include the absolute magnitude of CEO target long-term awards, the presence of change-in-control severance protections, and the use of certain discretion (e.g., Compensation Committee adjustments) that could permit upward or downward adjustments to payouts. The Board notes prior strong shareholder support (over 95% in 2025) and ongoing engagement with large holders, which management uses to justify continuing the program. If shareholders withhold support, the Compensation Committee states it will consider the results and engage with investors, potentially altering program features. Overall, the resolution is a standard say-on-pay item intended to provide feedback to the Board and Compensation Committee on the alignment of pay with performance and strategy.

This advisory resolution asks shareholders to approve the Company’s annual directors’ remuneration report, which retrospectively discloses pay outcomes for the prior year and explains how remuneration linked to performance. Management presents the report to provide transparency on CEO and director pay, STIP payouts, and long-term incentive vesting results (including the 2023 PVRSU settlement). For investors, the key evaluation points include whether reported pay outcomes match disclosed performance objectives (e.g., normalized cash generation, ROIC, TSR and ESG metrics), the use of discretion by the Compensation Committee (such as reducing safety-related STIP payout to zero in 2025), and effectiveness of shareholder engagement described by management. The advisory nature means the Board is not legally bound by the vote, but it has stated it will consider results in future remuneration decisions, which creates reputational and governance pressure. A strong affirmative vote supports continuity in the current remuneration framework; a weak vote would typically trigger further investor outreach and potential redesign of specific plan elements. The report emphasizes governance safeguards including independent compensation advisors, clawback provisions, share ownership requirements, and a policy for change-in-control payments, all of which aim to mitigate governance risk. In sum, this resolution functions as a governance signal on pay-for-performance implementation rather than a binding policy change, and shareholders should weigh disclosed outcomes and committee oversight when casting their advisory vote.

This binding resolution asks shareholders to approve the Company’s forward-looking directors’ remuneration policy, which defines permissible pay components, governance controls, and quantitative limits on elements such as base salary increases, STIP and LTI award maxima, and non-executive director retainer caps. Management seeks this approval to comply with the UK Companies Act requirement that the policy be presented to shareholders and to provide multi-year certainty on the framework that will govern director pay through 2029. From a governance standpoint, the policy documents market positioning, metrics (TSR, ROIC, ESG), clawback provisions, shareholding requirements, and maximum award ranges designed to align executive incentives with long-term shareholder value while allowing the Compensation Committee discretion in exceptional recruitment or retention cases. Investors should examine the quantitative caps and the committee’s reserved discretions — especially the allowances to exceed limits for recruitment and buyouts — as these are potential vectors for higher pay outcomes. The policy also outlines severance treatment and change-in-control arrangements which some investors scrutinize for potential excess. Approval provides legal cover and predictability for remuneration decisions; rejection would require the Board to seek an alternative policy and could force near-term changes to compensation practices. For sophisticated investors, the key trade-off is between clarity and flexibility: the policy provides structured limits and governance safeguards but retains committee discretion to respond to market circumstances. Overall, the Board presents the policy as balanced and aligned with its strategic objectives, and recommends shareholder approval to maintain continuity and compliance under UK law.

This proposal seeks shareholder approval to give the Board a standard five-year authority under section 551 of the UK Companies Act to allot shares or grant rights to subscribe for or convert securities into shares up to a specified nominal amount (approximately 20% of issued capital as of the record date). Management argues that this authority is customary for UK public companies and provides the Board with flexibility to support capital raising, acquisitions, employee equity plans, and treasury share transactions without the delay and cost of convening a separate shareholder meeting for each allotment. The authorization is limited in scope by the stated nominal cap and the five-year expiry, which are conventional limits affording shareholders periodic renewal opportunities and dilution protection. From a governance perspective, investors typically assess the quantum relative to existing share capital and whether parallel pre-emption protections exist; here, the Company separately seeks disapplication of pre-emption rights under Resolution 15, which investors often review in tandem. The Board’s recommendation emphasizes administrative flexibility and states it has no present intention to exercise the authority beyond routine matters such as plan allotments, though it reserves the right if strategic opportunities arise. Potential shareholder concerns include dilution risk and the use of authority for non-routine financing at unattractive terms; these are mitigated by the cap, disclosure obligations, and the limited duration. For market-minded shareholders, the resolution is a governance-and-capital-management instrument enabling nimble execution of corporate strategy, with the checks of statutory limits and future renewal votes. Overall, approving the resolution supports the Company’s ability to respond to financing and strategic needs while maintaining periodic shareholder control through renewals and related approvals.

This special resolution asks shareholders to disapply statutory pre-emption rights so the Board can allot equity securities for cash without first offering them pro rata to existing shareholders, subject to the limits and expiry tied to Resolution 14. Management seeks this authority to retain the ability to act swiftly in transactional or financing situations where pre-emption mechanics would be impractical, for example in certain strategic financings, expedited equity placements, or sales of treasury shares. The resolution requires a higher approval threshold (75%) reflecting the greater shareholder protection for changes to pre-emption rights; this higher bar and the temporal linkage to Resolution 14 are important investor protections. From a governance perspective, investors weigh the benefit of execution flexibility against dilution risk and potential opportunistic issuances; best practice typically calls for limits on quantum and a clear statement of intended uses. The proxy notes that the Board has no present intention to use the power beyond routine circumstances, and that it intends to seek renewal only at periodic AGMs; nonetheless, some investors may request additional caps or safeguards (e.g., limits on issuance quantum in any 12-month period) before supporting disapplication. The Company also reminds shareholders that NYSE rules and other listing requirements may separately constrain certain issuance types, and that any large or strategic issuance would typically involve further disclosure and, where required, additional approvals. Overall, the resolution is a standard corporate governance measure to preserve transactional agility while balancing shareholder protection through the special-resolution requirement and temporal limits; institutional investors will evaluate it in the context of the Board’s track record on capital allocation and prior use of authority.