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Trico Marine Services, Inc. Board and Corporate Governance Overview January 2010. Agenda. History of your current Board Executing strategies Commitment to best practices in corporate governance Appendix. History of the Current Board.
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Trico Marine Services, Inc. Board and Corporate Governance Overview January 2010
Agenda History of your current Board Executing strategies Commitment to best practices in corporate governance Appendix
History of the Current Board In 2005, a committee representing over 80% of the new stockholders hand-picked five new directors (executive search firm of Russell Reynolds assisted) and, for continuity purposes, one existing director to create a Board of six independent directors plus the CEO The stockholders selected these directors due to their extensive industry experience and tasked them with two critical responsibilities – To work with management to strategically reposition the company and oversee successful execution of the chosen strategy To listen to the stockholders and ensure our corporate governance practices always reflect their best interests This Board was selected by and for stockholders
Executing our Subsea Strategy In mid 2007, the Board decided to de-emphasize exposure to commodity oriented OSV business and enter the high growth Subsea Segment Acquired Active Subsea in November 2007 An acquisition taking the Company out of commodity-driven towing and supply industry into services-driven subsea arena Eight subsea vessels under construction (we are now cancelling the last four to reduce Capex by $80MM in 2010) – adding flexibility to our subsea service spreads now offered through DeepOcean and CTC Marine Acquired DeepOcean and CTC Marine in 2Q08 Leader in Subsea Services – DeepOcean #1 in Marine Trenching and Cable Lay – CTC Marine Expanded into emerging markets for subsea services – West Africa, Southeast Asia, Mexico and Brazil Prudently disposed of underutilized assets in order to manage liquidity
Executing our Subsea Strategy • The company is now an international provider of value added subsea services • Over 80% of revenues are from subsea services with 99% of revenues coming from international markets Revenue by Segment Revenue by Location
Strategic Outlook and the Industry Manage liquidity and cash flow to de-lever Expand our subsea service offerings over a global footprint, with more emphasize in the southern hemisphere, the highest growth Maximize vessel utilization and service spreads We expect that the current slow down in oilfield service begins to improve in the second half of 2010 We are confident the right strategies are in place to maximize value for all Trico stockholders
Listening to our Stockholders Our stockholders sent a message to us about corporate governance practices at the last annual meeting and we took action accordingly, including: Replacing the majority voting standard in all elections with a majority voting standard in uncontested elections and a plurality voting standard in contested elections - thus aligning our processes with what governance advisory services say is best practice Requiring incumbent directors to agree to resign if they fail to receive a majority of the votes cast in an uncontested election - again, the acknowledged best practices Hearing overwhelming support to do so from our stockholders, we will be asking stockholders to vote in favor of declassification at the 2010 annual meeting Refining the process by which stockholders may call a special meeting and clarifying that stockholders need not be record holders to call a special meeting Revising certain governance provisions in a manner designed to ensure consistency with the obligations set forth in our Certificate of Incorporation - making the stockholder proposal process consistent between the two documents
Monitoring Corporate Governance Best Practices The Board is attuned to trends in corporate governance practices and carefully considers all relevant plans and processes The Board regularly consults with outside advisors on corporate governance matters We always seek to maintain strong corporate governance standards while ensuring our ability to operate effectively and enhance stockholder value Our Corporate Governance Quotient is better than 92.5% of companies measured by RiskMetrics as of January 1, 2010 (1) According to RiskMetrics Group as of January 1, 2010
Experienced and Active Board The current directors have 200+ years of energy and oilfield services experience, importantly global experience We have positioned the Company to enhance value for all stockholders 6 of the 7 directors are independent We held 26 meetings in 2008 and over 30 meetings in 2009 The Board possesses expertise, insight, and experience that are vital to the Company as it navigates through a difficult economic climate
Corporate Information Forward Looking Statements This presentation contains certain statements that may be deemed to be “forward-looking statements” within the meaning of the Securities Act of 1933 and the Exchange Act of 1934. All statements, other than statements of historical facts, are forward-looking statements. These include statements that address activities, events or developments that the Company expects, projects, believes or anticipates will or may occur in the future, general industry conditions, future results of the Company’s operations, capital expenditures, asset sales, expansion and growth opportunities, financing activities, debt repayment and other such matters. Although the Company believes that its expectations stated in this presentation are based on reasonable assumptions, actual results may differ materially from those expressed or implied in the forward-looking statements. The factors listed in the “Risk Factors” section of our Forms 10-Q and 10-K provide examples of risks, uncertainties and events that may cause the Company’s actual results to differ materially from the expectations it describes in its forward-looking statements. Each forward-looking statement speaks only as of the date of this presentation, and the Company undertakes no obligation to publicly update or revise any forward-looking statement. Joseph S. Compofelice Chairman Richard Bachmann Lead Director Myles (Bill) Scoggins Kenneth Burke Ben Guill Edward Hutcheson, Jr. Per Staehr