Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 9, 2022, the Board of Directors (the "Board") of Valaris Limited
(the "Company") appointed Catherine J. Hughes as a director. Ms. Hughes' initial
term will expire at the Company's 2023 annual general meeting of shareholders or
until her office is vacated in accordance with the Company's Bye-laws. Ms.
Hughes will also serve on the Board's Environmental, Social and Governance
Committee. The Board has determined that Ms. Hughes is an independent director
in accordance with the Company's Corporate Governance Policy and the applicable
rules of the New York Stock Exchange and the Securities and Exchange Commission
(the "SEC").
Ms. Hughes has served as a non-executive director of Shell plc since 2017,
including as Chair of the Safety, Environment and Sustainability Committee. She
was previously Executive Vice President International at Nexen Inc. from January
2012 until her retirement in April 2013, where she was responsible for all oil
and gas activities including exploration, production, development and project
activities outside Canada. Ms. Hughes joined Nexen in 2009 as Vice President
Operational Services, Technology and Human Resources. Prior to joining Nexen,
she was Vice President Oil Sands at Husky Oil from 2007 to 2009 and Vice
President Exploration & Production Services, from 2005 to 2007. Ms. Hughes
started her career with Schlumberger in 1986 and held key positions in various
countries, including France, Italy, Nigeria, the UK and the USA, and was
President of Schlumberger Canada Ltd for five years. Ms. Hughes has previously
held non-executive director positions at SNC-Lavalin Group Inc, Statoil ASA and
Precision Drilling Inc.
Ms. Hughes will be entitled to the standard compensation paid by the Company to
all of its non-employee directors as described in the Company's 2022 Proxy
Statement filed with the SEC on April 19, 2022 (pro-rated as applicable to
reflect the actual time Ms. Hughes will serve on the Board from the date of her
appointment until the Company's 2023 annual general meeting of shareholders).
Ms. Hughes will also enter into an indemnification agreement in the form the
Company has entered into with its other non-employee directors, which form was
filed with the SEC as Exhibit 10.37 to the Company's Amendment No. 1 to Form S-1
on June 14, 2021 and is incorporated herein by reference.
There are no arrangements or understandings between Ms. Hughes and any other
persons pursuant to which she was selected as a member of the Board. There has
been no transaction, nor is there any currently proposed transaction, between
Ms. Hughes and the Company that would require disclosure under Item 404(a) of
Regulation S-K.
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