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Annual Report 2024
DELIVERING
SUSTAINABLE VALUE
FOR OUR STAKEHOLDERS
Contents
01
Strategic Report
At a Glance 2
Chairman’s Statement 4
Chief Executive Officer’s Review 6
Our Business Model 8
Our World 10
Industry Trends 12
Our Differentiators 14
Business Unit Review 16
Sustainability 18
Risk Management 24
04
Consolidated Financial
Statements
Financial Review 122
Consolidated Financial
Statements 130
05
Subsea 7 S.A. Financial
Statements
Subsea 7 S.A. Financial
Statements 207
06
Other Information
Glossary 221
Supplementary Information 223
02
Governance
Governance Overview 42
Board of Directors 44
Executive Management Team 46
Corporate Governance Report 48
Remuneration Report 59
03
Sustainability Statements
Introduction 66
General Disclosures 67
Environmental Disclosures 74
Social Disclosures 90
Governance Disclosures 107
Appendix 114
Limited Assurance Report on
Sustainability Information 119
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
Early engagement and system innovation
Collaboration and partnerships
Integrated services
Sustainable delivery
Digital solutions
Enabling products
AT A GLANCE
OUR VISION
To make possible the global delivery of offshore energy for today and tomorrow.
OUR STRATEGY
We create sustainable value by delivering
offshore energy transition solutions, enabling
the subsea movement of hydrocarbon
molecules and electrons.
HOW WE ‘MAKE POSSIBLE’
We have a long track record of delivering complex projects,
leveraging strong expertise and experience, as well as our
modern, capable fleet.
We have six key differentiators that support our strategy:
SUBSEA7 AT A GLANCE
Continuous evolution of lower-
carbon oil and gas
We design and install subsea systems that leverage
enabling products, digitalisation and lower-carbon-intensity
solutions. We create value for our clients by accelerating
field developments and optimising field economics.
Enabling the growth of renewables
and emerging energy
We deliver projects in offshore wind and CCS, and we
integrate energy systems through electrification. Our
long-term strategy includes floating wind and hydrogen.
Subsea7 reports financial results for three business units:
Subsea and Conventional – focused on lower-carbon oil and
gas and CCS, operating under the Subsea7 brand
Renewables – focused on fixed offshore wind and including
our early stage strategy in floating wind. It operates under the
Seaway7 brand
Corporate – including our autonomous subsidiaries Xodus
and 4Subsea
People
15,072
Countries
34
Projects completed in 2024
81
Suppliers
8,000+
Vessels
41
OUR BUSINESS UNITS
Subsea and Conventional
Renewables
Corporate
Subsea 7 S.A. | Annual Report 2024
2
GLOBAL ENABLER RIGID PIPELAY VESSELS
Built
2020 2007 2012 1999
Rigid pipe diameter
4” to 20” 6” to 16” 4” to 46” 2” to 16”
Type
Reel-lay Reel-lay S-lay, J-lay Reel-lay
Subsea and Conventional
Renewables
2024 FINANCIAL PERFORMANCE
SEVEN BOREALIS SEVEN NAVICASEVEN OCEANSSEVEN VEGA
Net income
$217m
2023: $10m
Free cash flow
$583m
2023: $79m
Net debt
$602m
2023: $552m
Liquidity
$1.3bn
2023: $1.6bn
ORDER INTAKE
$8.2bn
2023: $7.4bn
REVENUE
$6.8bn
2023: $6.0bn
EBITDA
$1,090m
2023: $714m
Subsea 7 S.A. | Annual Report 2024
3
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
CHAIRMAN’S STATEMENT
Subsea7 reported strong operational and financial results
in 2024 as it continued to capitalise on the upcycle in the
subsea industry and growth in offshore wind. Leveraging
our market-leading fleet, in combination with strong project
execution, Group revenue increased by 14% year-on-year to
$6.8 billion, while our Adjusted EBITDA margin improved to
16% from 12%. Net income increased to $217 million, from
$10 million in 2023.
The improved financial outcome for the year was the result
of professional execution of the many projects worldwide.
The complexity of our projects is at the core of what we do.
Experienced people, working well together, manage the
many risks in the coordination of engineering, fabrication,
transportation, installation and commissioning of projects.
Despite activity on contracts won in a less favourable
environment during 2020 and 2021, the financial performance
of the Group in both 2023 and 2024 met our objectives and
shows good progress overall.
With an $11 billion backlog of high-quality projects, and
industry dynamics that look set to remain favourable, the
Board of Directors and the senior management team are
focused on fulfilling the Group’s potential to generate
strong net cash flow, while remaining disciplined in our
reinvestment strategy and prioritising returns to
shareholders.
KRISTIAN SIEM
CHAIRMAN
Our Values
Safety
Our goal is an incident-free
workplace. We work every day,
everywhere to make sure all our
people are safe.
Integrity
We apply the highest ethical
standards in everything we do. We
treat clients, our people, partners and
suppliers fairly andwith respect.
Sustainability
We take a proactive approach towards
our social responsibilities, mitigate the
impact of our activities on our planet’s
environment and respond to the
effects of climate change.
The market and our strategy
Driven by population growth and economic development,
it is estimated that on the current trajectory, global demand
for energy will continue to increase into the 2030s. Whether
demand is met by traditional hydrocarbon resources, or by
renewable developments, Subsea7 is positioned to benefit
from this long-term structural trend.
For the foreseeable future, the continued development
of oil and natural gas will remain essential. Among the
world’s resources, deepwater developments – the focus
of Subsea7’s subsea strategy – rank competitively both
in terms of economic breakeven and carbon intensity.
In addition, the long lead time to first production, and
long production plateau, make deepwater developments
resilient to volatility in the short-term commodity prices.
Consequently, deepwater projects are likely to remain the
priority for future development by our clients, and therefore
central to our subsea strategy. Beyond our traditional core
markets, we see new regions opening including Guyana,
Suriname and Namibia.
During the year, the Group completed scopes on offshore
wind projects representing four gigawatts. Since our entry
into the renewable market in 2009, the capacity installation
supported by Subsea7 is sufficient to meet the electricity
TO THE
SHAREHOLDERS
OF SUBSEA 7 S.A.
Subsea 7 S.A. | Annual Report 2024
4
requirement of almost 19 million homes. While the pace
of global transition to sustainable energy sources is a
complex issue, the offshore wind industry continues to
make significant strides. In 2024, key markets successfully
navigated the challenges of higher financing and supply
costs, concluding four licence rounds aimed at developing
17 gigawatts of wind power. Challenges remain: permitting
and regulatory delays continue to hamper schedules adding
unnecessary cost to the industry; the slow build-out of grid
connections creates a bottleneck for industry growth; and
an ever-increasing size of wind turbines risks undermining
the efficiencies that can be gained from standardisation.
Despite these constraints, the installed base of offshore
wind is expected to grow at nearly 20% per year until at
least 2035, providing exciting opportunities for the Group.
A value-driven approach to growth opportunities
Both the subsea and offshore wind markets offer substantial
opportunities for Subsea7. Each must be addressed in a
disciplined manner, with a strong focus on risk-adjusted
value creation, recognising the cyclical nature of parts of our
business and the uncertain pace of the energy transition.
Over the past decade, Subsea7 has crafted a strong position
within the subsea industry, with major investments in a modern
fleet, and a track record of delivering complex projects that is
second to none. Exciting potential lies in both the subsea and
offshore wind markets, which offer substantial opportunities
for Subsea7. Strong, disciplined focus on risk-adjusted value
creation is key to our success. One such focus is the
development of technology that can enhance the value
of the solutions we provide to our clients.
2024 was a particularly affirming year for our Renewables
strategy. The decisive action taken to increase the selectivity
of our bidding activity – achieving a fairer balance ofpricing
and risk – drove the improvement in our profitability and has
given us greater predictability in our project execution. We
begin 2025 on a positive footing and with confidence that we
can continue to capture a fair share of the growing market for
wind turbine foundation and inter-array cable installation,
while delivering acceptable levels of profitability.
With potential in both our subsea and offshore wind
businesses, we will approach reinvestment opportunities
in a disciplined manner, focusing on maintaining favourable
supply-demand tension for our solutions and protecting
the positive trajectory of our cash generation and return
on capital.
Performance
We are driven to achieve the
outcomes our clients want. We
are trusted to achieve superior
performance from every project.
Collaboration
We work closely and openly together
with clients, partners and suppliers at
a local and global level to deliver safer
and stronger results for all.
Innovation
We create smarter and simpler
solutions to meet the industry’s
needs. We combine technology,
expertise, assets and partnerships
to deliver projects in new ways.
An evolution in our Sustainability reporting
Within this year’s Annual Report, Subsea7 has reported its
environmental and social impact in accordance with the EU
Corporate Sustainability Reporting Directive (CSRD). In its
inaugural year, this has required a significant effort from our
Board of Directors, senior management team, as well as our
strategy, sustainability and finance functions (amounting to
over 15,000 workhours) to ensure we report in a transparent
and rigorous manner. The process necessitated an extra
57 pages of disclosures that aim to help our stakeholders
understand our strategy, impact, risks and opportunities.
Our new double materiality assessment has been a key
component of this effort. I am pleased with the collaboration
and effort demonstrated across the Group to achieve
this milestone.
Shareholder returns
In 2024, the Group committed to return at least $1 billion to
shareholders in the form of dividends and share repurchases
over the four years from 2024 to 2027, and in 2024
$250 million was returned. It is proposed that a dividend of
NOK 13 per share, equating to approximately $350 million
be returned in 2025, payable in two equal instalments, and
subject to shareholder approval at the AGM on 8 May 2025.
This represents growth of 40% from the distributions made
in 2024.
My thanks
I would like to thank the ~15,000 individuals whose combined
commitment and efforts have been instrumental in delivering
strong financial and operational results in 2024. I am also
grateful to our shareholders for their continued support and
trust as we execute our strategy to capitalise on strong
existing markets and capture new growth opportunities.
Our clients, partners and suppliers have played a crucial
role in delivery of complex energy developments in a safe
and efficient manner. I thank them for their collaboration
and loyalty and look forward to future successes.
Kristian Siem
Chairman
26 February 2025
Subsea 7 S.A. | Annual Report 2024
5
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
CEO REVIEW
A strong financial performance in 2024
Subsea7’s revenue increased 14% year-on-year to
$6.8 billion, and our Adjusted EBITDA margin expanded
390 basis points to 16%, reflecting our late-cycle exposure
to the recovery in the subsea market and structural growth
in the offshore wind industry, as well as solid project
execution. Driven by strong demand for our services and
selective tendering, the mix of long-term contracts in our
$11 billion backlog has continued to shift towards those
won in a favourable environment, underpinning our
confidence in the future.
Revenue in Subsea and Conventional increased 12%
year-on-year to $5.5 billion, driven by high activity in Brazil,
Norway and Australia, and our Adjusted EBITDA margin
increased to 16%. This yielded an Adjusted EBITDA of
$897 million – including a contribution of $36 million from
the OneSubsea joint venture – up 47% year-on-year.
Revenue in Renewables increased 29% year-on-year to
$1.2 billion due to high utilisation of our vessels in the UK,
Germany and Taiwan. Our Adjusted EBITDA margin
reached 15% as a result of the decisive action taken
to improve the selectivity of our bids, as well as strong
project execution.
Tendering activity remained at high levels in 2024, with
order intake of $8.2 billion, equivalent to a book-to-bill of
1.2 times, including major awards in Brazil, the US, Türkiye,
“Subsea7’s strategy has
delivered material growth
in profitability in 2024,
and the outlook is strong
for the coming years.”
Investment case
A differentiated offering
Positioned in structural growth energy markets of today
and tomorrow
A full suite of subsea and offshore wind solutions to move
hydrocarbon molecules and electrons subsea
World-class fleet of high specification enabling vessels
Subsea Integration Alliance with OneSubsea to provide
industry-leading SURF and SPS offering
Proven track record of delivery
Robust project execution delivering large and complex
energy projects
Track record of strong project execution across the
globe, managing a supply chain of over 8,000 suppliers
Creating value and unlocking developments through early
engagement and customer alliances
and in the UK in offshore wind. Tendering activity remains
strong and our teams in subsea and offshore wind are
actively bidding for projects worth around $28 billion,
supporting our confidence in the outlook for both
business units.
In 2024, the Group made the final payment for the
acquisition of a 10% stake in OneSubsea, a subsidiary of
SLB, which is also our partner in Subsea Integration Alliance.
This stake in OneSubsea reaffirms our integrated subsea
offering – a key competitive differentiator – and reinforces
our relationship with SLB as we address the opportunities
and challenges presented by the energy transition.
Following the delivery of our new build wind installation
vessels, organic reinvestment was $349 million in 2024,
from $581 million in the prior year and, at year end, net
debt was $602 million (comprising net financial debt of
$147 million and lease liabilities of $455 million). Balance
sheet leverage increased slightly year-on-year but, with a
net debt-to-EBITDA ratio of just 0.6 times, we maintained
the balance sheet strength that is crucial to our through-
cycle resilience, essential in retaining agility to seize
opportunities, and supportive of our clients’ confidence
in our ability to deliver billion-dollar projects.
JOHN EVANS
CHIEF EXECUTIVE OFFICER
Subsea 7 S.A. | Annual Report 2024
6
Differentiators driving success in subsea
In 2024, the subsea business leveraged the Group’s
differentiators of early engagement, collaborations
and alliances and an integrated offering to deepen its
relationships with key clients as the subsea market continued
to tighten. Our clients increasingly came to Subsea7 to help
plan and execute their portfolio of developments.
In 2024, Subsea Integration Alliance extended its
relationship with Equinor through a new long-term strategic
alliance. The agreement represents an innovative way of
working that enables a deeper collaboration to improve the
return profile of developments, unlocking potentially
stranded hydrocarbon reserves. It includes an exclusive
cooperation on two challenging projects: the Wisting field
offshore Norway and Bay du Nord offshore Canada. By
engineering optimised solutions together with Equinor,
Subsea Integration Alliance aims to deliver development
plans that are economically viable and can make progress
towards sanction.
During 2024, we also built upon our successful relationship
and track record of performance with Turkish Petroleum,
with whom we have been working since 2021 on the
development of the giant Sakarya gas field. In 2024, Subsea7
was awarded a contract for the installation of Türkiye’s first
floating production unit, marking our fourth scope on the
Sakarya development. Subsea7 was also subsequently
awarded a multi-year, wide-ranging, inspection, repair and
maintenance contract, demonstrating our ability to deliver
engineering solutions through the full asset lifecycle.
During the year, we extended our successful position
in Brazil with the award of the Búzios 9 development,
representing our fifth major contract award in the country
since 2020 for a combined value of $5.4 billion. The
sustained level of activity generated by these projects will
enable us to unlock efficiencies in engineering, optimise
project execution and maximise the utilisation of our fleet.
Additionally, in Brazil, we secured four three-year contracts
for our pipelay support vessels (PLSVs) worth $1.4 billion.
The visibility on cash generation provided by these contracts
underpins our commitment to shareholder returns for the
coming three years.
Track record for delivery in renewables
After commissioning our two new build installation vessels,
in 2024 we focused on optimising the utilisation of our
enlarged fleet and achieving strong project execution.
Financial performance
$11 billion backlog of high-quality projects with resilient
economics provides visibility on 2025 and beyond
On track to achieve 18 to 20% Adjusted EBITDA margin
in 2025 with further upside expected in 2026
Balance sheet strength, with a net debt-to-EBITDA of
just 0.6 times, provides client and investor assurance
Shareholder returns
Shareholder returns underpinned by high cash generation
in 2025 and beyond
At least $1 billion to be returned from 2024 to 2027
Use of excess cash assessed annually by the Board
Track record of delivering capital returns, with $2.5 billion
returned since 2012
A total of 93 foundations, 40 turbines and over 400
kilometres of cables were installed during the year,
supporting power generation capacity of four gigawatts
and extending our long track record of efficient delivery.
In foundation installation, we remained focused on our core
markets in Europe, where the regulatory environment is well
understood and where we have long-term, collaborative
relationships with key clients. In cable lay, our vessels
benefit from fast transit speeds allowing access to the
global market including Taiwan, the US, the UK and
continental Europe.
During the year, Subsea7 continued to pursue CCS
opportunities and executed the second phase of the
Northern Lights project in Norway. Although currently a
small market, CCS represents incremental optionality for
our existing fleet of subsea pipeline installation vessels, as
well as a potential source of market opportunity with SLB
and OneSubsea through Subsea Integration Alliance.
Strong momentum expected to continue
Management is confident in the outlook for the Group
supported by a high backlog and a robust tendering pipeline.
The dynamic in subsea remains favourable, with strong
demand from clients. While new vessels are being ordered in
the offshore wind industry, these are focused away from our
core services of foundation installation and cable lay where
our opportunity to add value is greatest and where long-term
demand is set to outstrip supply.
Looking ahead to 2025, revenue is anticipated to be between
$6.8 and $7.2 billion. As the mix of activity continues to shift
to projects won in a more favourable environment, our
Adjusted EBITDA margin is expected to be between 18
and 20%. This margin is expected to continue to improve,
exceeding 20% in 2026. Our disciplined approach to
reinvestment underpins our expectation of significant
cash generation in 2025 and2026.
Overall, through strong positions in lower-carbon oil and gas,
as well as offshore wind, Subsea7 is well placed to deliver the
energy the world needs for today and tomorrow.
John Evans
Chief Executive Officer
Subsea 7 S.A. | Annual Report 2024
7
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
OUR BUSINESS MODEL
OU
OU
R
R
BU
BU
SI
SI
NE
NE
SS
SS
M
M
OD
OD
EL
EL
Concept
Input at the concept phase
allows for optimisation of
later lifecycle stages.
Design
Robust front-end
engineering and design
(FEED) ensures accurate
forecasting.
Engineer
Detailed engineering by
experienced personnel
delivers the best solution.
Procure and
Fabricate
Efficient procurement and
high-quality fabrication
optimise costs.
What we do
Whether in oil and gas,
windor emerging energies,
being involved at the
earliest stage of
development enables us
to deliver maximum value.
The concept stage is key
to optimising costs and
emissions during
development and in the
later lifecycle stages.
We advance the
conceptual development
through ourFEED services
to ensure the right solution
isselected to fully optimise
the development.
Engineering is at the core
of what we do. Detailed
engineering involves taking
the initial solutions
developed in the concept
and FEED stages and
refining these for execution.
For certain wind projects,
our engineering teams also
support clients in their bids
for offshore licences.
Our teams are able to
execute large engineering,
procurement, construction
and installation (EPCI)
projects in all ourbusiness
units and in all geographies.
The scale and global
reach of our supply
chain management
differentiates us.
How we add value
We incorporate new
technologies and
standardisation into the
design process to lower
the total cost of
development and optimise
emissions. Our carbon
estimator tool is used in
all our significant tenders.
We work with our alliance
and client partners to
optimise solutions, align
schedules and accurately
forecast full lifecycle costs.
The earlier our involvement,
the more value we can add
through optimised design.
Our global teams of
experts have a track
record for designing the
best solutions and
executing them. This stems
from our ability to solve
problems and engineer
solutions.
We have a clear
understanding of the risks
and opportunities that exist
when working with a large,
global supply chain
network. We have strong,
collaborative relationships
with our suppliers.
Late cycle exposure
Subsea7 is focused on the development stage of the project
lifecycle and, as such, its activities are late cycle. In subsea,
this follows the client’s exploration and appraisal activities
to define the characteristics of a reservoir. In offshore wind,
it follows licence award, consenting and subsidy or power
purchase agreement. Our contracts typically follow the final
investment decision (FID) for a project by our client.
Contract structure
Within subsea, our contracts are mainly fixed-price EPCI
scopes, typically three years long, with the first two years
focused on engineering and procurement and offshore
installation activity in the final year. In offshore wind, our
contracts vary and include multi-year, fixed-price EPCI
projects as well as shorter transport and installation (T&I)
scopes on a fixed-price or day-rate basis.
FULL SERVICE ACROSS THE
DEVELOPMENT LIFECYCLE
Subsea 7 S.A. | Annual Report 2024
8
Install and
Commission
World-class vessels enable
safe, on-schedule and
cost-efficient installation.
Maintain
Effective and responsive
maintenance reduces the
cost of ownership.
Extend
New technologies extend
the life of the field
development and maximise
the return on investment.
Decommission
Facilitation of abandonment,
decommissioning and
reuse of infrastructure.
We install and commission
subsea infrastructure for
hydrocarbon and
renewable energy
developments in all water
depths. We install turbines,
foundations and inner-
array cables for fixed and
floating wind farms.
We specialise in
maintaining offshore
infrastructure through use
of our dedicated fleet and
technologies. Our digital
products and services help
optimise maintenance and
reduce downtime and
unplanned outages.
We have a growing
portfolio of technologies
that enable clients to
extend the life of their
assets through production
enhancement, as well as
the tie-in of satellite
reserves.
We have the capacity to
decommission large-scale
infrastructure in both oil
and gas and wind markets.
Wecan manage all
aspects including
regulation, technology,
environment, planning,
execution and costs.
Our fleet of modern,
high-specification vessels
allows us to install
market-leading solutions.
Our experts have the
experience to deliver these
solutions safely
andefficiently.
We incorporate our
maintenance knowledge
and digital monitoring into
the design of the field,
lowering the total cost of
ownership for our clients.
Our technology portfolio
offers a range of solutions
for all field extension
needs. We collaborate with
partners across the supply
chain to deliver these
solutions.
We draw on our skills
inengineering and project
management, as well as
our enabling vessels, to
decommission fields, with
high standards of safety
and sustainability as a
priority.
Supply chain management
Our procurement teams and project managers are experts in
coordinating a vast number of suppliers around the world. We
have strong, collaborative relationships with key suppliers and
work together to ensure capacity and delivery aligned with
our clients’ development schedules. We reduce our supply
chain risk through back-to-back contracts and framework
agreements with suppliers.
Fleet strategy
Subsea7 has a fleet of 41 vessels, of which 29 are owned
and 12 are chartered. In order to maintain resilience and
agility, we own the highest-specification vessels, which are
key to winning and executing projects. We charter smaller
construction vessels that support our key enablers. This
balances our need for access to installation capacity while
retaining flexibility in our cost base.
Subsea7 provides project management, engineering and construction expertise across the full
development lifecycle. These services are delivered to clients across the energy landscape, in oil
and gas, offshore wind and emerging energies.
Subsea 7 S.A. | Annual Report 2024
9
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
Subsea7 creates sustainable value by delivering the offshore energy transition solutions
theworld needs.
Continuous evolution of
lower-carbon oil and gas
We design and install subsea systems that
leverage enabling products, digitalisation and
lower-carbon-intensity solutions. We create
value for our clients by accelerating field
development and optimising field economics.
OUR WORLD
OUR WORLD
Subsea 7 S.A. | Annual Report 2024
10
Lower-carbon
oil and gas
Carbon capture
and storage
Fixed and
floating wind
Hydrogen
Enabling the growth of renewables and emerging energy
We deliver projects in offshore wind and carbon capture and storage (CCS), and
we integrate energy systems through electrification. Our long-term strategy
includes floating wind and hydrogen.
Subsea 7 S.A. | Annual Report 2024
11
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
OUR MARKETS
INDUSTRY TRENDS
SUBSEA SPENDING
($bn, capex and opex)
GLOBAL FIXED OFFSHORE WIND MARKET
Cumulative installations (GW)
Source: Rystad Energy ServiceCube (ex-Russia), February 2025 Source: BNEF, February 2025
DEEPWATER RESILIENCE
The spot price of Brent averaged approximately
$80 per barrel in 2024, but uncertainty regarding the
supply-demand balance has pushed the forward curve
below $70 per barrel. Despite the pullback, this
remains a favourable price for the deepwater market
on which Subsea7 is focused.
Deepwater exposure adds resilience
Our subsea business is focused on deepwater
markets, enabled by specialist vessels that can
install pipelines in water depths up to 3,000 metres.
The economics of projects in deep water are
attractive, with an average oil price breakeven of
$34 per barrel and a materiality that makes them
a strategic investment priority for our clients.
Late cycle, long-term projects add visibility
At the point of Subsea7’s involvement, significant
capital will have been invested by our clients in a
subsea development, particularly after it has been
sanctioned and procurement activity has commenced.
Since January 2020, only one significant deepwater
project in our backlog has been deferred by a year
or more, and none have been cancelled. Given the
very low cancellation rate and the typical three-year
duration of our contracts, we have high visibility on
the upcoming years. Our strong balance sheet
enables us to weather economic downturns and
adds confidence to our clients in our ability to deliver.
GAS AS A TRANSITION FUEL
Natural gas and gas-fired power play an important
role in the energy transition, with significantly lower
emissions than coal-fired power, while providing
support to potentially intermittent energy from
renewables sources. In addition, gas resources
offer energy security and self-sufficiency to
countries such as Türkiye and Guyana. Major
gas-exporting nations such as Australia play a
significant role in supplying this cleaner energy
resource to global markets.
Rystad estimates that the proportion of offshore
oil:gas production has shifted from 71:29 in 2000
to 60:40 in 2024, and will reach 53:47 by 2045.
It estimates that this evolution will require the
development of 745 trillion cubic feet of incremental
gas reserves, equivalent to around 18 times the
volume sanctioned in 2024.
Subsea7’s gas exposure
For Subsea7, gas developments have accounted
for $4.9 billion revenue over the last three years,
increasing from $1.2 billion in 2022 to $2.1 billion in
2024. This included work in Norway, Türkiye, Australia,
Angola, Brunei, Trinidad and Tobago, and Guyana.
Our subsea engineering, procurement and installation
solutions are highly competitive in both oil and gas.
Over the long term, we would expect to have a similar
position in both of these subsea markets, with an
increasing proportion of our activity focused on gas
developments over time.
0
5
10
15
20
25
30
2027202620252024
Ultra deepwater Deepwater
0
50
100
150
200
250
300
2035203020272024
Europe Asia Pacific ex China Americas
Subsea 7 S.A. | Annual Report 2024
12
THE ENERGY TRANSITION
Subsea7’s strategy is aligned with the energy
transition in several ways: through our operations in
offshore wind and CCS, our focus on deepwater oil
and gas and in decarbonising our own fleet.
Subsea7, through its Seaway7 brand, has been
operating in offshore wind since 2009, and by the
end of 2024 had installed 1,220 foundations and
nearly 3,000 kilometres of cables. Approximately
17% of Group revenue was derived from offshore
wind in 2024, and our $2 billion offshore wind
backlog as well as a strong pipeline of potential
tenders support a positive outlook.
In 2024, Subsea7 completed its first carbon
transportation and storage project, Northern Lights
in Norway. Such projects utilise our existing subsea
fleet and, as such, offer a new source of growth with
minimal associated investment.
Deepwater developments have an advantaged
carbon-intensity profile, primarily due to the
efficiency and scale of these projects as they
often target very large reservoirs.
As part of the broader maritime industry, Subsea7 is
aiming to reduce the emissions associated with our
fleet by 50% in 2035 and to reach Net Zero in 2050.
Our strategy includes optimising fuel efficiency with
our advanced digitisation tools and hybridising the
power on our vessels through the addition of battery
power. However, key to decarbonisation will be the
use of clean fuels, and the availability of these at scale,
globally, is a challenge for the entire maritime industry.
WIND MARKET DYNAMICS
Over the last decade, the size of the average newly
installed offshore wind turbine generator has
increased from 4MW to 16MW, with a trend towards
20MW. Although the relationship is not linear, as
turbine sizes grow, so do foundations, and these
require greater lifting capabilities (in terms of both
volume and weight) of installation vessels.
The continued push to larger turbine sizes is being
challenged by the industry, with significant efficiencies
to be gained through standardisation and stabilisation
at 16MW. However, given the long lead time to delivery
of a new build vessel, Subsea7 must take a long-term
view of the market and potential trends.
Maintaining performance
Over the past year, we have been focused on
achieving good operating efficiency from our fleet
of six offshore wind vessels and delivering improved
margins and returns on a sustainable basis. With
improved recent results and a backlog of contracts
with more favourable risk-reward characteristics, we
are confident that our offshore wind business can
create value.
Our strategy for future reinvestment in our wind
fleet targets support from clients in the form of
commitments to long-term contracts that aim to
ensure high utilisation and safeguard return on
investment. Our close, collaborative relationships
with clients should ensure a win-win arrangement as
we work together to realise their development goals.
Seaway Moxie
Subsea 7 S.A. | Annual Report 2024
13
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
OUR DIFFERENTIATORS
Early engagement and system innovation
We bring our clients supplier-led solutions during the early phase of development,
including state-of-the-art technology and innovation, enabling optimisation of field
architecture. We work with the supply chain and our own fleet schedules to secure
capacity and guarantee project schedules. Use of our carbon estimator tool can
reduce a development’s carbon footprint by optimising the volume of steel and
vessel utilisation. A deep understanding of the project challenges allows us to
collaborate with all stakeholders to mitigate risk. Overall, we help our clients optimise
their capital expenditure and life-of-field operating expenses to improve breakeven
oil price economics. We achieve this with our Field Development Group of engineers
and experts from key disciplines across the Group, as well as through Xodus, our
autonomous subsidiary that provides consulting services.
Integrated services
Subsea7 offers integrated subsea umbilicals, risers and flowlines (SURF) and subsea
production systems (SPS) solutions through Subsea Integration Alliance, our
partnership with OneSubsea. Integration offers clients cost efficiency, streamlined
operations, enhanced project execution and improved overall performance. Reflecting
its success, the alliance has been awarded contracts worth $8 billion since inception,
and Subsea7’s share has represented more than 25% of the revenue of the Subsea
and Conventional business unit. In 2021, Subsea Integration Alliance extended the
integrated concept, delivering a ‘Pore to Process’ project at Sakarya in Türkiye that
provided the client one interface for reservoir well completion, SURF and SPS, and an
onshore receiving terminal. Pore to Process can also be reversed, offering CCS taking
CO
2
from onshore industries to offshore sequestration sites.
Digital solutions
Subsea7’s digitalisation strategy focuses on early engagement and project
delivery. Ocean Plan is a proprietary platform that helps us accelerate and optimise
developments using a catalogue of products to build virtual field architectures. It
allows clients to assess capital expenditure, operating costs and emissions for
various scenarios and field designs. During the delivery phase, we use product
catalogues, automated engineering workflows and collaborative deliverable
management software to improve the control, speed and efficiency of our project
delivery. We use data-driven decision making to optimise our planning and our vessel
operability to maximise our productivity and deliver predictable performance to our
clients. We collate the data we generate throughout the project lifecycle to enable
streamlined handover to operations and continuous organisational learning.
At a glance
A new alliance to enable early engagement and
collaboration to optimise subsea development economics
Exclusive collaboration for the Wisting field offshore
Norway and Bay du Nord off Newfoundland and
Labrador, Canada
Any resulting subsea engineering, procurement and
installation scopes for Wisting and Bay du Nord would
be directly awarded to Subsea7
What it means for Subsea7
Although final characteristics of the field developments
are subject to ongoing design and engineering, Bay du
Nord could represent a ‘super-major’ contract i.e. over
$1.25 billion
Installation of Bay du Nord and Wisting would likely
commence beyond 2027, offering Subsea7 visibility
on utilisation of its highest-specification pipelay vessels
Follows projects in Norway and Brazil and strengthens
the relationship with Equinor
OUR STRATEGY
A NEW ALLIANCE WITH EQUINOR
Subsea 7 S.A. | Annual Report 2024
14
Collaboration and partnerships
Collaboration is a core Value of Subsea7. We have a long-term track record of
working together to address the challenges of delivering solutions for complex
projects. We draw on the expertise of our engineers, experience of our project
and supply chain managers and our high-specification, modern fleet of vessels.
This is reflected in the success of alliances with companies such as Aker BP, bp
and Equinor, and close collaboration with Shell, Chevron, several independent
E&P companies and SSE Renewables. There is an increasing trend of clients
coming directly to Subsea7 to sole-source their developments to minimise the
tendering phase, accelerate developments and achieve first production or first
power sooner.
Sustainable delivery
Sustainable delivery prioritises the material areas that create value for Subsea7
and its stakeholders. We communicate our sustainability through three pillars:
i) Solutions for the world’s energy needs, focused on delivering offshore energy
for today and tomorrow and addressing our greenhouse gas emissions; ii) Safety
and people including health and safety, talent attraction, development and
retention, and diversity and inclusion; iii) Acting responsibly, centred on
maintaining high standards of behaviour and ensuring compliance with legal
and regulatory requirements, promoting transparency and accountability, and
fostering a strong culture of integrity. These pillars are designed to help Subsea7
contribute positively to the global sustainability agenda while achieving long-term
value creation for the business and its stakeholders.
Enabling products
Subsea7’s strategy of enabling products focuses on delivering innovative and
cost-effective solutions, leveraging extensive experience and technical expertise.
These products include advanced riser and flowline systems, subsea processing,
flow control and metering solutions as well as digital solutions for enhanced
operational efficiency. Subsea7’s enabling products are designed to improve
project execution, reduce costs and ensure the integrity and reliability of offshore
installations. By integrating these products into our offerings, Subsea7 aims
to provide clients with comprehensive solutions that address the challenges
of complex energy projects, ultimately driving value and sustainability in the
offshore energy sector. An example of our enabling products, bundle pipelines,
is outlined below.
At a glance
The pipeline bundle concept is unique to Subsea7
We combine lines for production, water and gas injection
and umbilicals for power and data transmission into one
length of pipe
The Group has a fabrication facility for bundles in Wick,
in the UK, principally serving the UK and Norway
Bundles are a cost-efficient solution for short tie-backs
that minimise vessel time and accelerate development
What it means for Subsea7
We have undertaken 91 bundle projects in the UK and
Norway, supporting our market leadership in the region
Bundles are included in our solution for Aker BP’s
developments of Fenris and Yggdrasil in Norway
The concept could also be well-suited to a closed sea
such as the Caspian, offering growth opportunities
By reducing the carbon footprint of a development, the
concept helps Subsea7 and its clients reduce emissions
ENABLING PRODUCTS – BUNDLE PIPELINES
Subsea 7 S.A. | Annual Report 2024
15
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
BUSINESS UNIT FINANCIAL REVIEW
STRONG PERFORMANCE
ACROSS THE GROUP
was $404 million, more than double the prior year’s income
of $196 million.
During the year, utilisation of our vessels in Subsea and
Conventional was high. Key offshore activities included the
Bacalhau and Mero 3 projects in Brazil and the Sangomar
project in Senegal. In Australia, our vessels were active on the
Scarborough and Barossa developments. We substantially
completed Marjan 2, in Saudi Arabia, as well as the Gas to
Energy project in Guyana. The Northern Lights project in
Norway also saw completion of offshore activities.
As part of our alliance with Aker BP, our facilities at Vigra and
Wick were active welding pipelines and fabricating bundle
pipelines for the Skarv, Fenris and Yggrasil fields in Norway.
We also completed some early offshore work, laying the first
production pipeline and bundle. In addition, several large
projects in the engineering and procurement phases made
Subsea7 reports the financial results of three business units:
Subsea and Conventional
Renewables
Corporate
The Corporate business unit includes early-stage activities inhydrogen, as well as contributions from Xodus and 4Subsea.
While these form an important part of ourstrategy for the future, they did not make a significant financial contribution in 2024.
Subsea and Conventional
Our Subsea and Conventional business unit is a
world leader in delivering complex offshore projects
to the oil and gas industry. It operates under the
Subsea7 brand. It predominantly includes the
financial results for our Lower Carbon Oil and
Gas strategy and also encompasses our activities
in CCS.
In 2024, revenue from the Subsea and Conventional business
unit increased 12% to $5.5 billion, and Adjusted EBITDA
improved to $897 million from $612 million in the prior year,
resulting in a margin of 16.3%, up from 12.4%. This was driven
by solid project execution as well as improved risk-reward
within our backlog of subsea projects. Net operating income
Seven Kestrel
Subsea 7 S.A. | Annual Report 2024
16
progress during the year, including Sakarya Phase 2 in Türkiye
and Búzios 8 in Brazil.
Backlog
In 2024, notable new awards included Búzios 9 in Brazil,
Trion in the Gulf of Mexico and additional scopes at Sakarya.
In addition, we were awarded four three-year contracts for
our PLSVs in Brazil. Overall, our order intake in Subsea and
Conventional in 2024 was $6.7 billion, a book-to-bill ratio of
1.2 times, and our backlog increased 6% to $9.0 billion. Of this,
$4.8 billion is for execution in 2025. Tendering activity
remains high.
Capital expenditure
In 2024, organic reinvestment in Subsea and Conventional fell
to $145 million from $156 million in the prior year and focused
on dry docking costs, maintenance and minor upgrades. We
also completed the investment in OneSubsea, with the final
payment of $153 million, and we acquired a heavy construction
vessel, now named Seven Merlin, for $83 million.
Renewables
Subsea7’s Renewables business unit primarily
comprises the activities of Seaway7, a market
leader in fixed offshore wind. Seaway7 is also
responsible for our activities in floating offshore
wind, although this remains early-stage and did not
make a significant contribution to the 2024 financial
results. As such, this business unit aligns with our
Renewables and Emerging Energies strategy.
In 2024, revenue from the Renewables business unit increased
29% to $1.2 billion, and Adjusted EBITDA improved to
$185 million from $103 million in the prior year, resulting in a
margin of 15.0%, up from 10.7%. This was driven by a strong
focus on execution and greater selectivity in project bidding to
ensure a favourable balance of risk and reward. Net operating
income was $53 million, up from a prior year loss of $74 million.
During the year, Seaway Strashnov and Seaway Alfa Lift were
active in the UK on Dogger Bank A and B and Moray West,
while in Germany, Seaway Ventus completed its inaugural
turbine installation scopes at Gode Wind 3 and Borkum
Riffgrund 3. Our cable-lay vessels, Seaway Aimery, Seaway
Phoenix and (on charter) Maersk Connector, were active in
Taiwan and the US on the Yunlin, Zhong Neng, Hai Long and
Revolution projects.
Backlog
In 2024, notable new awards included the Baltica 2
substation scope in Poland, East Anglia Two and Hornsea 3
cable-lay projects in the UK and an incremental scope at
Dogger Bank for turbine installation. Our Renewables
backlog increased 6% to $2.1 billion, of which $1.0 billion is
for execution in 2025. Tendering activity remains high and,
despite political change in certain geographies, we are
confident in the long-term potential for backlog growth.
Capital expenditure
In 2024, capital expenditure in Renewables fell to $73 million
from $400 million in the prior year following the delivery of
new build vessels Seaway Alfa Lift and Seaway Ventus.
Reinvestment was focused on vessel maintenance and
minor upgrades.
2024 FINANCIAL RESULTS
ADJUSTED EBITDA
$1,090m
REVENUE
$6.8bn
BACKLOG BY YEAR OF EXECUTION
$11.2bn
ORDER INTAKE
$8.2bn
202
4 FINANCIAL RESULT
S
ADJU
S
TED EBITD
A
$
1,090m
REVENU
E
$
6.8bn
BA
C
KL
OG
BY YEAR
O
F EXE
C
UTI
ON
$
11.2bn
O
RDER INTAK
E
$
8.2bn
2024
2023
2022
$8.2bn
$7.4bn
$7.1bn
2025
2026
2027
$5.8bn
$3.4bn
$2.0bn
2024
2023
2022
$6.8bn
$6.0bn
$5.1bn
2024
2023
2022
$1,090m
$714m
$559m
Subsea 7 S.A. | Annual Report 2024
17
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
Subsea 7 S.A. | Annual Report 2024
18
COMMITTED TO OPERATING IN
A SAFE AND ETHICAL MANNER
Subsea7 has a strong values-led culture and believes that operating in a safe, ethical and
responsible manner is at the heart of creating sustainable value for all our stakeholders.
Cumulative power capacity of
renewables projects supported
to end of 2024
15.8GW
(2023: 11.9GW)
GHG emissions intensity ratio
109
Scope 1 GHG tCO
2
-e/$ millions
revenue (2023: 110)
Purchased onshore electricity
from renewable energy tariffs
74%
(2023: 69%)
Lost-time injury
frequency
0.04
rate per 200,000 hours worked
(2023: 0.03)
Women in top management
positions
1, 2
20%
(2023: 16%)
Employees completing
cybersecurity e-learning
99%
(2023: 97%)
Employees completing
compliance and ethics
e-learning including
anti-corruption
1 , 3 1
100%
of target population
(2023: 98% of target population)
Percentage of suppliers with a
contract that included human
rights clauses
85%
(2023: 83%)
Environmental incident
frequency
0.9
rate per 200,000 hours worked
(2023: 1.18)
2024 at a glance
Below are some key figures from 2024 across all sustainability dimensions.
1. Metric is consistent with the Sustainability Statements.
2. Top management includes the Executive Management Team and the Leadership group.
3. Percentage has been rounded to 100%. The actual is 99.7%.
Subsea 7 S.A. | Annual Report 2024
19
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
Since 2019, Subsea7 has been a
signatory to the UN Global
Compact. We remain committed
to the UN Global Compact and the
10 key principles of that compact.
Our approach to respecting and
protecting human rights, providing safe and fair
labour practices, safeguarding the environment
and working against corruption in all forms is
central to our ways of working and our
sustainability efforts. By operating from these
strong principles, we ensure we are making our
best efforts to uphold the commitment to
supporting these global challenges and driving
towards a more sustainable future. We are pleased
with the progress we are making in support of
these principles.
OUR SUSTAINABILITY PRIORITIES
OUR EVOLVING APPROACH
TO SUSTAINABILITY
At Subsea7, our approach to sustainability extends beyond the way we work and the behaviours
we value to encompass the business impacts, risks and opportunities associated with the
transition to lower-carbon energy sources. We prioritise material topics that create long-term
value for both the business and its stakeholders.
Engaging with stakeholders
Engaging with and responding to our stakeholders is
important to Subsea7’s business development and sustained
success. This involves building and maintaining a foundation
of trust and long-term relationships. By understanding our key
stakeholders’ interests and priorities, we can better align on
shared priorities and evaluate our strategic direction within the
context of their expectations. Further details on stakeholder
engagement and the types of topics discussed are included
in the Sustainability Statements on pages 64 to 121.
Moving towards the new disclosure
requirements
With the corporate sustainability reporting landscape evolving,
Subsea7 has been preparing itself for the EU Corporate
Sustainability Reporting Directive (CSRD). Throughout
2024, Subsea7 focused on its sustainability disclosures
in accordance with the applicable European Sustainability
Reporting Standards (ESRS) as set forth by the CSRD. The
process included updating our materiality assessment based
on a double materiality approach and providing transparency
around various management practices, policies and controls
to support greater transparency on several topics.
Subsea7’s sustainability disclosures in line with the CSRD are
reported in the dedicated Sustainability Statements section of
this report.
READ MORE ON PAGE 64
Embedding sustainability across our business
Subsea7’s approach to sustainability is guided by a materiality
assessment to ensure we prioritise the impacts, risks and
opportunities that are of significant importance to our
stakeholders, as well as those that could have a material
influence on our business and the world around us. Taking this
approach allows sustainability matters to be integrated within
strategic planning to support future preparedness and
long-term profitability.
At the end of 2023, we undertook a double materiality
assessment to validate whether our current material topics
continue to be appropriate and to identify emerging issues.
The findings of the assessment showed a total of 10 material
topics, which represent Subsea7’s most important focus
areas. We have simplified these topics under a three-pillar
sustainability framework presented on the next page.
Our sustainability framework is designed to enable Subsea7
to positively contribute to the global sustainability agenda
while achieving long-term value creation for the business and
its stakeholders: i) Solutions for the world’s energy needs,
focused on delivering offshore energy for today and tomorrow
and addressing our GHG emissions; ii) Safety and people,
centred on health and safety, talent attraction, development
and retention, and diversity and inclusion; iii) Acting
responsibly, maintaining high standards of behaviour, ensuring
compliance with legal and regulatory requirements, promoting
transparency and accountability, and fostering a strong culture
of integrity.
Our commitment to sustainability is integral to our strategy
and core Values. These Values, along with our Code of
Conduct, define who we are and how we conduct business.
We remain focused on these fundamental aspects of our
business and continue to uphold ethical business practices
and compliance throughout our organisation and supply
chain. Our Environmental, Social and Governance (ESG)
performance continues to be assessed by several ratings
companies and our efforts are recognised.
Governance around sustainability matters
Subsea7 recognises the importance of having a solid
governance framework around sustainability to ensure we
have the correct agenda and that it is driven by effective
leadership. For further details on sustainability governance,
see the Sustainability Statements on pages 64 to 121.
Subsea 7 S.A. | Annual Report 2024
20
01
Solutions for the
world’s energy needs
Climate strategy
Delivering the offshore energy
transition solutions the world
needs to support a lower-carbon
future economy. Adapting and
managing the impacts, risks
and opportunities to create
long-term value.
GHG emissions
Improving the efficiency of our
operations and our solutions in
terms of greenhouse gas emissions
in support of a Net Zero future.
Collaborations and
partnerships
Building mutually beneficial
partnerships to create impact
and value.
02
Safety and people
Health and safety
Creating, maintaining and
promoting a safe, secure and
healthy work environment.
Talent attraction,
development and retention
Encouraging people to achieve
their career aspirations, in an
environment where they can
thrive, that supports their wellbeing,
and where they have the relevant
skills to deliver our strategy.
Diversity and inclusion
Fostering an inclusive environment
to ensure equity and strengthen
creativity, decision making and
new ways of thinking in support
of a sustainable future.
03
Acting responsibly
Business ethics
Ensuring ethical business conduct
and compliance by those working
in and for the Group.
Labour practices and
human rights
Providing working conditions
aligned with international
standards with respect to labour
practices and human rights.
Responsible supply chain
Working with our suppliers to
align and uphold the key principles
set out in our Code of Conduct
for Suppliers.
IT cybersecurity and
privacy
Ensuring adequate security
systems and controls are in place
to manage cybersecurity threats
and events.
Ecological impacts*
Minimising the impact of our
operational activities on marine
and land-based ecosystems and
biodiversity.
Three pillars of sustainability
Overview of our strategic sustainability focus areas:
* Not assessed as material within the Group’s double materiality assessment but considered important to Subsea7
Subsea 7 S.A. | Annual Report 2024
21
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
OUR PEOPLE
2024 highlights
In 2024, we further enhanced our ‘Being7’ offering, providing
our employees with a career they can be proud of, an
incredible journey and an environment where they can
thrive. Our ‘Being7’ offer is supported by our Learning and
Development, Diversity and Inclusion (D&I) and Health and
Wellbeing strategies.
Regular surveys help us identify areas for improvement to
continually enhance Subsea7. In 2024, over 3,200 of our
offshore and onshore employees were nominated for
‘Being7 Stars’ by their colleagues in recognition of fostering
inclusivity at work.
OUR PEOPLE
Our employees are our most valuable asset, forming the core of our business and driving
everything we do. The ‘Being7’ initiative represents our employer brand and the foundation of our
culture. It encapsulates what we offer our employees, what they contribute to Subsea7 and the
overall experience of working here.
Learning and development
The commitment to learning and development continued
in 2024. We continued our Project Manager Diploma,
Management Development, Leadership, and Safety
Leadership programmes and introduced three new
programmes to our Academy 7 suite: ‘Project Success’,
‘Commercial Awareness’ and the ‘Rise’ career development
programme. We welcomed 184 new graduates to our 2024
class. Our annual Festival of Learning, themed ‘Our Business
Performance’ attracted over 7,000 attendees participating
in more than 80 sessions.
Subsea 7 S.A. | Annual Report 2024
22
Diversity and inclusion
We maintain our focus on four pillars: inclusive culture,
gender balance, nationality balance and the recruitment
pipeline. After a successful pilot, we have globally launched
our ‘7Ally Upstander’ programme to our people on and
offshore, tackling inappropriate workplace behaviour and
promoting upstander behaviours and allyship. Offshore
permanent female hires rose from 8% to 12%, while onshore
permanent female hires rose from 38% in 2023 to 42% in
2024. We supported inclusivity by bringing more diverse
thoughts, genders and under-represented nationalities
through conversion programmes both onshore and offshore
as well as investing in a Women in Business cohort.
Health and wellbeing
As an employer that genuinely cares about our employees,
we recognise the importance of providing health and
wellbeing support. In 2024, we simplified access to our
Employee Assistance Programme to ensure all our employees
can quickly obtain the support they need, when they need it.
Globally, we supported our employees with various
offerings and activities, including wellbeing days, talks and
events in our offices. We supported our offshore crews with
quarterly wellbeing campaigns and dedicated on-demand
wellbeing podcasts. In 2024, we maintained our focus on
enhancing the awareness of mental wellbeing and promoting
greater conversations around various aspects of health and
wellbeing. On World Mental Health Day, a session on
‘Mental Health: A Male’s Perspective’ attracted over 600
attendees and served as a catalyst to encourage more
open conversations. Local offices are creating space for
discussion on important topics such as menopause, through
speaker sessions and in-person coffee breaks, further
enhancing our Being7 culture by fostering open and
inclusive discussions.
NATIONALITY MIX
Europe
Asia/Pacific
Americas
Africa
49%
20%
23%
8%
AGE MIX
Under 30
30–50
Over 50
13%
63%
23%
Note: 1% of headcount not recorded
GENDER MIX
Onshore male
Offshore male
Onshore female
Offshore female
43%
37%
18%
2%
EXECUTIVE MANAGEMENT
Male
Female
75%
25%
OUR PEOPLE
Subsea 7 S.A. | Annual Report 2024
23
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
RISK MANAGEMENT OVERVIEW
jack-up vessels for turbine installation, along with a fleet of six
heavy transportation vessels. This enables us to support the
market sector and deliver on our wider renewables and
emerging energies strategy.
The world’s demand for energy continues to grow. Whether
this demand is met from lower-carbon-intensity oil and gas
developments or from renewables, Subsea7’s strategy places
the Group at theheart of the energy transition and ready to
meet the needs ofourclients.
Offshore operations are required for both Subsea and
Conventional as well as Renewables projects. These involve
large, highly complex, technologically rich systems in diverse
locations, where the Group often faces harsh and challenging
conditions. Weather is of greater concern as the world
experiences more extreme climate-related events. With
the exception of certain long-term contracts and day-rate
inspection, repair and maintenance work, the Group generally
contracts on a fixed-price basis. The costs and margins
realised on projects can vary from the original estimated
amounts due to a number of factors, sometimes resulting
in a reduced margin or loss.
Additional operating costs incurred as a result of cost
increases in the supply chain, as well as general inflation, is an
example of how certain external factors can negatively impact
margins. The Group continuously assesses the risks involved
in fixed-price contracts and uses its negotiated contract terms
to mitigate certain aspects of these risks.
The Group operates in a predominantly cyclical industry
where activity is strongly influenced by the current and
forecast price of energy, as well as the impact of decisions
taken by governing bodies, particularly regarding regulation,
climate change, mitigation and adaptation, subsidiesand
fiscal incentives. While the world’s demand for energy brings
opportunities, the Group must remain cognisant of this cyclical
nature and the speed at which the energy transition will take
place, exercising discipline and maintaining a strong focus on
risk-adjusted value creation.
The Group’s risk management processes assist its ability
to respond to changes in activity levels and apply appropriate
measures to adjust its cost base as far as practical, while
at the same time ensuring that an acceptable risk profile
is maintained.
Roles and responsibilities
The Board of Directors has oversight of the Group’s risk
management activities and internal control processes. The
Executive Management Team is responsible for designing and
implementing a risk management framework from which the
business maintains appropriate systems and procedures for
the identification and management of risks, while ensuring,
subject to an acceptable level of risk, that the Group is able
to optimise stakeholder value. The Executive Risk Committee,
comprising members of the Group’s Executive Management
Team, meets to review and discuss the Group’s principal and
Effective risk management isfundamental
to the Group’s performance and creates
sustainable value for ourstakeholders.
The Group’s approach is to identify key risks at an early stage
and develop actions to measure, monitor and mitigate against
their likelihood and impact. This approach is embedded across
the Group at executive level and throughout the operational
and functional specialty levels. Risk management is an integral
part ofour day-to-day activities but annually we perform
a wider risk assessment to identify our principal business,
strategic, regulatory and sustainability risks. Priority risks
are consolidated at Group level and are evaluated by the
Executive Risk Committee; the assessment of these risks
includes identifying the short, medium or longer-term nature
of each.
The Group’s operations and its strategy for oil and gas,
renewables and emerging energies sources are driven by
three business units. The Subsea and Conventional business
unit focuses on subsea developments for lower-carbon-
intensity oil and gas and applies its many years of experience
and capabilities in delivering SURF and CCS. Renewables –
through the Seaway7 brand – is focused on offshore wind,
while the Corporate business unit focuses on early-stage
activities in the subsea hydrogen and emerging energies
markets. Climate-related risks, challenges and pressures
are a key consideration in the Group delivering its strategic
objectives and are, therefore, subject to ongoing assessment
as part ofthe risk management processesin place.
The Subsea and Conventional business unit executes large
and complex offshore projects for the energy industry, in all
water depths, under the Subsea7 brand. Delivering a full range
of early concept and design, EPCI services utilising pioneering
products as well as digital and lower-carbon-intensity solutions
for its clients. These solutions can be provided as an
integrated solution through alliance partnerships and
collaborations. Through the Group’s life-of-field services, it
provides fully integrated solutions, services and products that
protect the integrity and optimise the performance of clients’
field infrastructure as well as supporting digital solutions for
the purpose of asset integrity management, condition
monitoring and remote operations. The Group’s experience
in offshore project execution positions itwell tosupport the
offshore electrification of facilities, which will enable
transformative solutions tosubsea developments.
The Renewables business has over a decade of experience in
delivering offshore wind projects. It offers services that include
the installation of foundations, inter-array cables and
substations. Seaway7 is one of only a few contractors that can
provide EPCI expertise and can, therefore, offer a variety of
contracting models ranging from single-scope transportation
and installation, to integrated multi-scope and full EPCI
contracts. Supporting these activities is its fleet of vessels,
comprising heavy lifting, construction, cable installation and
PRINCIPAL RISKS AND
UNCERTAINTIES
Subsea 7 S.A. | Annual Report 2024
24
priority risks and its risk management procedures and reports
to the Chief Executive Officer.
Sustainability-related risks, impacts and opportunities are
identified through a combination of the Group’s existing risk
management framework and by way of a double materiality
assessment. These risks are assessed in the same way
as the Group’s principal and priority risks. The Executive
Sustainability Committee has responsibility for establishing the
Group’s reporting framework for: EU Corporate Sustainability
Reporting Directive and EU Taxonomy.
The Group’s CEO determines the level ofrisk that can be
taken by the Group’s business units on a country-by-country
basis and by functional management. This is managed
through Group policies and delegated authority levels, which
provide the means by which risks are reviewed and escalated
to the appropriate management level within the Group,
including the Board of Directors.
Seven Oceans and Seven Vega
Risk management and internal control
The Board of Directors is responsible for oversight of
the Group’s system of risk management and internal
control and for reviewing its effectiveness. The Board
of Directors recognises that any system of internal
control can only provide reasonable and not absolute
assurance that material financial misstatement and/or
fraud will be detected or that the risk of failure to
achieve business objectives is eliminated.
The Group’s systems of internal control operate
through a number of processes. The more
significant include:
delegated authority level matrices with certain
matters being reserved for the Board of Directors
annual review of the strategy, plans and budgets of
individual business units to identify the key risks to
the achievement of the Group’s objectives
monthly financial and operational performance
reviews against budgets
individual tender and contract reviews at various
levels throughout the Group
capital expenditure and investment reviews
and authorisation
regular reviews and reporting on the effectiveness
of the Group’s HSSEQ processes
Group treasury policies
Group taxation compliance and reporting policies
and systems
the Group’s Whistleblowing policy, which allows
individuals to raise concerns in confidence about
potential breaches of the Code of Conduct
Data Governance Council – reviews and monitors the
Data Privacy Council (DPC) work in ensuring the
Group’s adherence to GDPR
quarterly reporting to the Executive Management
Team from the Global Applications and Systems
Steering Committee (GASSC) on the integrity and
security of its business and IT systems, including
cyber risk
cyclical reviews of all non-whollyowned subsidiaries,
joint ventures and associates by the Joint Venture
Steering Committee.
The Group’s internal audit function, which reports
directly to the Audit Committee, performs independent
reviews of key business financial processes and
controls and other areas considered to be of high
business risk. The Audit Committee annually reviews
and approves the internal audit plan and receives
regular updates on internal audit’s findings and the
actions taken by management to address these.
The role of the Executive Risk Committee is to meet
bi-annually to review the risks identified as impacting
or having the potential to impact the Group’s operations
and strategic objectives, and to discuss emerging risks
Principal risks and uncertainties
Principal risks are those risks that, given the Group’s current
position, could materially threaten its business model, future
performance, prospects, solvency, liquidity or reputation, or
prevent theGroup from delivering its strategic objectives.
The means by which the Group mitigates or eliminates
these risks are shown on pages 30 to 46.
Additional risks and uncertainties that the Group is unaware
of, or currently deems immaterial, may inthe future have a
material adverse effect on the Group’s reputation, operations,
financial performance and position. However, the Board
ofDirectors believes that the Group’s risk management and
internal control systems have assisted, and will continue to
assist, the Group to identify and respond to such risks.
Subsea 7 S.A. | Annual Report 2024
25
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
RISK MANAGEMENT OVERVIEW CONTINUED
Strategic
The Group recognises that technology and enabling
products, early engagement and engineering capabilities,
digital solutions, collaboration and partnerships and
integrated services are market differentiators and are
key to delivering on its strategy. The Group’s strategy
is to create sustainable value bydelivering the offshore
energy transition solutions the world needs. By
continuing to improve our solutions and the way we
deliver them we can continue the evolution towards
lower-carbon-intensity oil and gasdevelopments, as
well as enable the growth of renewables and emerging
energies. This requires new products and solutions to
make it possible but which bring with them the risk that
demand for innovative designs, systems, products and
solutions accelerates into the construction and
installation phase without sufficient time to transition
from development to production.
The Subsea and Conventional business is focused on
deepwater developments and while these are complex
projects, the Group’s fleet of specialist vessels and
prior track record of project execution position it well
for selection in these projects. With attractive economic
returns for clients, deepwater projects, once sanctioned,
are rarely deferred, giving good visibility on the future
work and the pipeline of activity.
Integrated services has become a preferred contracting
model for many of our clients and is offered through
Subsea Integration Alliance, our partnership with
OneSubsea. As demand for energy continues to grow,
many clients are looking to collaborate or partner with
us on a single-source basis, minimising the tendering
phase, reducing the time required to complete
developments and achieve first production or first
power. While the Group has developed the knowledge
and ability toidentify, manage and mitigate the risks
associated with integrated services, and exercises
discipline when committing assets, both of these
models could threaten the Group’s performance as a
result of external factors beyond the Group’s control.
Across the renewables market, finding the correct
solutions and delivering on these is key, as is achieving
a balanced risk profile with experienced clients and in
countries where the regulatory environment is well
understood. With improved results and a backlog of
contracts with a better risk balance than prior years,
Seaway7 is well-positioned to deliver on the Group’s
strategy to enable the growth of renewables.
The size and scale of offshore wind turbines continues
to increase with a trend towards 20MW turbines for
certain developments. This brings with it a risk that the
size and complexity for the installation of the balance
of plant elements could exceed the capabilities of our
current asset base. Future investment in the fleet, is
subject to commitments from clients securing long-
term utilisation of assets, thereby giving a return
on investment.
From time-to-time, the Group may engage in strategic
business combinations, partnerships, joint ventures
and acquisitions to support growth and market position.
This brings risk in the form of potentially incorrect
assessments of the target market, new and inherited
legal and contractual liabilities, as well as operational
and financial risks. It also carries the risk of failure
tointegrate new business combinations and their
resources into the Group, and failing to deliver the
Group’s strategic objectives.
RISK
MARKET RISKS
Subsea 7 S.A. | Annual Report 2024
26
Strategic
Technology-related risks are mitigated by employing
qualified personnel, as well as working to industry
and professional engineering standards combined
with strict adherence to the Group’s engineering
management and control systems and procedures.
The Group has a multi-stage gate process for the
implementation of new technologies and products.
The Group brings extensive experience and engineering
capabilities from a proven track record of project
management and execution in the oil and gas sector
to the offshore wind and emerging energies sectors,
through investing in the right people and having the
right technical capabilities and support assets, as well
as through keeping pace with engineering developments,
technologies and installation methodologies.
The Group values long-term partnering with
experienced clients and operating in countries with
well-established regulatory positions, as this allows
greater certainty and ability to manage the risks
involved in the energy transition as well as achieving
a contractual risk profile with more favourable terms.
The Group utilises both internal resources and
external advisers to perform thorough due diligence
and ensures that an experienced management team
is deployed tomanage merger and acquisition
opportunities. Theseteams ensure that operational
management is engaged in the various phases of
the transaction and subsequent integration phase
post-completion to facilitate successful execution.
MITIGATION
MARKET RISKS CONTINUED
Competition
The Group faces competition from time-to-time
to win contracts to ensure a sustainable backlog
of future work across the business units. This
competition may result in pricing pressures
or a change to a contractor’s risk profile, as
competitors strive to win contracts and secure
work. Depending on the market cycle, less
favourable contractual terms that are more
onerous for the contractor may increase liabilities,
both actual and contingent, and adversely impact
the Group’s financial performance and position.
Furthermore, the competitive landscape could
include further alliances as well as vertical and
horizontal consolidations, to achieve economies
of scale and scope and wider control of the value
chain. Such initiatives could represent a threat
tothe Group’s profile as a specialised offshore
service provider.
The Group endeavours to reduce its exposure
to competition by differentiating itself from
competitors. The Group’s experience and
resources, including its people, versatile and
modern fleet, and proprietary technology and
digital delivery offerings, help it respond effectively
to challenges from competitors. The Group seeks,
within the framework of the business’s contractual
risk profile, to promote and maintain industry-
recognised balanced contracting forms.
The Group continues to partner with key clients
and form alliances with other offshore energy
services companies to offer packaged solutions
and tocontribute to the early development stages
ofprojects, as well as offering cost-effective and
efficient technical solutions.
Achieving a balanced allocation of risk remains
central to profitability in the offshore wind sector,
and Subsea7 remains disciplined in this area and
has the necessary expertise and capabilities to
deliver complex projects and market its EPCI
track record. Its versatile fleet and track record
are differentiators in relation to smaller contractors
or new entrants and position the Group well to
continue working with clients across the sectors
and to maintain contractual discipline to achieve
abalanced, manageable risk profile.
RISK MITIGATION
Subsea 7 S.A. | Annual Report 2024
27
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
RISK MANAGEMENT OVERVIEW CONTINUED
Economic
The financial strength and the economic viability
of our client’s projects can be impacted by the
fluctuation of energy prices and energy mix,
which can be driven by global demand, political
conditions, technological development or climate
considerations. These, as well as other variable
factors, determine the Group’s level of activity in
the sectors in which it operates, and are outside
the Group’s control but can have a direct impact
on the operational and financial performance of
the Group. Any significant change in the level,
timing or nature of clients’ expenditure plans
could adversely impact the Group’s order intake,
financial performance, position and prospects.
These factors may result in reduced levels of
activity across certain parts of our business but,
conversely, lead to a higher concentration of work
activity across fewer countries and with fewer
clients, exposing the Group to certain
aggregation risks which may materialise by way
of significant change to those countries’ political
strategy or regulatory regime or from an
interruption in the client’s planned activities.
As part of theGroup’s commitment to proactively
participate in the energy transition, it combines
many years of experience in offshore project
execution a modern and an agile fleet to support
the needs of its clients. Focusing on lower-
carbon-intensity oil and gas developments, places
the Group in a stronger market position to select
projects with attractive commercial terms while
also balancing a manageable geographical spread.
The Group closely monitors market activity and
collaborates with clients to understand their future
project and expenditure plans. Early engagement
in the design phase of an energy project enables
the Group to better assess the risks and
opportunities and the economic implications of
projects as they progress towards construction.
Following contract award, the Group can implement
cost-reduction measures to adapt the projects to
market conditions and work within the terms of
the contracts to mitigate the effect of client-led
changes to project schedules or work scopes.
The Group has trialled alternative fuels on various
vessels across the fleet and is positioned to make
a change once alternative fuels are available
globally and at a commercial scale.
The financial strength and solvency of our
clients and suppliers is a specific area of focus
before entering into contracts. The Group has
successfully managed its cost base and
continues to look for ways to improve efficiency
and delivery through the implementation of
digitalisation and standardisation. A potential
increase in demand is managed through
supplementing the fleet with the use of third-party
vessels. Beyond the fleet, theGroup engages with
key stakeholders to explain the Group’s approach
and initiatives on energy transition, climate
change and to ensure it maintains long-term
alignment on economic activities. We also work
with our clients and suppliers to ensure that risk
on pricing and availability is addressed through
contractual measures.
The Group seeks to diversify selectively into
newmarkets, including emerging energies
markets, and has a diverse portfolio of projects,
which allows an element of mitigation across its
global markets.
RISK MITIGATION
MARKET RISKS CONTINUED
Subsea 7 S.A. | Annual Report 2024
28
RISK MITIGATION
BUSINESS ENVIRONMENT RISKS
Geographic
The Group’s operations depend on having access
to a worldwide supply chain, capable of
manufacturing and transporting products and
providing services, to support both tenders and
projects, but also to ensure no interruption to the
maintenance and investment plans of the fleet.
Access to transportation companies, shipyards,
ports and fabrication yards, which can provide the
appropriate level of expertise as well as
accommodating the size and scale of the fleet
and project infrastructure, is key to maintaining
the Group’s business operations. With each
country having specific political, economic and
social characteristics that can give rise to various
risks and uncertainties, the Group’s business
operations, project execution, fleet investment
and financial performance can be adversely
impacted as a result of, but not limited to:
economic instability
political strategy, legal, fiscal and regulatory
uncertainty and change, including individual
countries’ commitments, targets and measures
to address climate change
onerous local content obligations
sanction, trade or tariff restrictions and export
controls
civil or political unrest, including war
regime change.
Country or regional risks are identified and
evaluated before and during Group operations in
such markets. Appropriate risk responses are
developed and implemented to mitigate the
likelihood and impact of identified risks. The
Group adopts a proactive and rigorous approach
to assessing and mitigating these risks and,
where possible, looks to develop local or regional
management teams to strengthen its knowledge
of, and presence in, the countries ofoperation.
Subsea 7 S.A. | Annual Report 2024
29
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
RISK MANAGEMENT OVERVIEW CONTINUED
Technological innovation
Our clients seek cost-effective solutions to
develop energy resources, particularly in deep
water and challenging offshore environments,
to enhance the full-field lifecycle. The Group’s
experience of designing and executing projects
across the globe helps create sustainable value
by delivering offshore energy transition solutions.
To make this possible, the Group differentiates
itself by focusing on early engagement and
system innovation, collaboration and partnerships,
integrated services, sustainable delivery, digital
solutions and enabling products. Any failure by
the Group to anticipate or respond appropriately
to any of these elements could adversely affect
the Group’s ability to compete effectively for, and
win, new work or achieve its targets and objectives
of making possible the delivery of offshore energy
for today andtomorrow.
The Group’s ambition for proactive participation
in the energy transition is focused through two
key areas: lower-carbon-intensity oil and gas
developments, and renewables and emerging
energies. Technology advancements are key to
progressing in these areas. The Group has to
balance the risks of not investing sufficiently
and losing market position versus investing in or
developing technology that becomes superseded
orimmediately obsolete.
Introducing technology, systems or products
that are insufficiently mature or unsatisfactorily
implemented to keep pace with the timescale
expected by society, governing bodies and
countries to provide lower-carbon energy in a
sustainable and cost-efficient way could have
an adverse reputational and financial impact for
the Group.
The Group monitors industry trends and
collaborates with clients to understand their
technology requirements. This allows the Group
toeffectively invest in developing differentiated
andcost-effective technologies to meet current
andanticipated client demand.
In developing new technologies, systems and
products, the risks associated with selecting
and pursuing appropriate technological solutions,
technical completion, commercialisation and
successful implementation are carefully considered
and addressed through adherence to industry-
wide engineering standards and codes, technical
readiness levels and contractual gate controls
operated by knowledgeable and experienced
Subsea7 personnel.
At each step of the innovation process, safety
and the cybersecurity aspects of new technology,
software and systems are considered to ensure
thecontinuity of business and operations.
RISK MITIGATION
BUSINESS ENVIRONMENT RISKS CONTINUED
Subsea 7 S.A. | Annual Report 2024
30
Climate
The Group is committed to delivering onshore and
offshore solutions to meet the needs of its clients
as well as its own strategy that supports
sustainable energy sources. With a committed
strategy to facilitating the transition towards
lower-carbon and renewable energy sources.
It is also focused on climate change and meeting
its own targets to reduce Scope 1 and 2 emissions
and proactively participating in the energy transition
in a safe, ethical and responsible manner. This is
supported in part through investment in new
technologies, innovative programmes and industry
sector diversification that reduce both the Group’s
and its clients’ emissions. Furthermore, the Group
has an environmental management system that will
underpin and consolidate its efforts to meet its
targets and expectations.
The Group recognises the impacts of climate
change and the potential effect on its business,
value chain, end users and society and
acknowledges the risks and potential effects on
the business’s future associated withnot taking
steps to mitigate its impact. These risks include:
operational and financial risks relating to the
effect of climate change, for example, the
availability of sufficient volumes of alternative
fuel that are commercially viable and can be
sourced globally to support our goal of reducing
Scope 1 and 2 emissions.
emerging regulation leading to increased costs
due to changes in GHG legislation including
carbon taxes and emission schemes.
regulation and supervision of climate-related
risks in the financial sector, which could lead
to challenges in accessing financial capital.
our ability to keep pace with the timescale
required to provide emerging energies in
asustainable and cost-efficient way.
Group, country and regional risks are identified
and evaluated before and throughout business
operations, and appropriate risk responses
are developed and implemented to mitigate
the likelihood and impact of short and medium-
term risks.
In 2024, the Group’s sustainability targets
and corporate disclosures are included in this
document, where more detailed information of
how sustainability and climate-related impacts,
risks and opportunities are shown on pages 64
to 121, along with details of how these areas help
shape the Group’s strategy.
RISK MITIGATION
ORGANISATION AND MANAGEMENT RISKS
Subsea 7 S.A. | Annual Report 2024
31
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
RISK MANAGEMENT OVERVIEW CONTINUED
People
The Group, like many businesses, carries the risk
of failing to attract and retain suitably skilled and
capable personnel across all business units at a
time when societal preferences, particularly in the
younger demographic, are towards opportunities
inenergy transition rather than oil and gas.
Failure to attract or retain talent or to maintain
a collaborative working environment could
adversely impact the Group’s ability to execute
projects and its future growth prospects.
The Group is a signatory to the UN Global
Compact and is committed to its 10 principles
that summarise responsibilities to respect human
rights and to avoid and address any adverse
impacts from the Group’s activities. The Group
is conscious that the geographic diversity of its
operations and the many different types of work
required to be performed by the Group’s workforce
and its suppliers and subcontractors can present
increased risks of human rights violations and
unacceptable labour practices. The Group is
particularly focused on those human rights risks
that would have the greatest impact, such as child
labour, slavery and human trafficking, and other
types of forced labour.
The Group’s commitment to lowering its own
emissions but also finding solutions to support
a lower-carbon energy transition, and its strong
presence across all offshore energy types including
renewables and emerging energies, isa
differentiator. Having the ability to offer career
opportunities as well as offering modern and
flexible working arrangements, continues to
generate positive employer engagement.
The Group utilises medium-term business
projections to assess resource requirements,
which allows timely, corrective intervention to
appropriately resource the organisation in terms
ofsize, profile, competency mix and location.
The Group monitors attrition by function and
geography and has developed appropriate
remuneration and incentive packages to help
attract and retain key employees.
Performance management and succession
planning processes are in place to develop staff
and identify high-potential individuals for key roles
in the business.
The Group has a human rights programme
designed to identify and manage human rights
risks, with a particular focus on child labour,
slavery and human trafficking, and other types
of forced labour, consistent with the UN Global
Compact and the Building Responsibly Worker
Welfare Principles. With the support of external
experts, it has designed in-person training for
delivery to a target audience of employees across
the Group who have a role to play in identifying
and managing the relevant risks. The Group
conducts risk assessments to identify and
understand where we might find risks and
supports the creation of action plans to address
high-risk areas and any gaps in our policies and
procedures. The Group reinforces the importance
of compliance with the Group’s Code of Conduct
and its Code of Conduct for Suppliers with
internal personnel and its supply chain,
respectively, as well as its Human Rights Policy
Statement. All three documents include clear
guidance and expectations regarding human
rights standards.
RISK MITIGATION
ORGANISATION AND MANAGEMENT RISKS CONTINUED
Subsea 7 S.A. | Annual Report 2024
32
Compliance and ethics
The Group is committed to conducting business
in accordance with applicable law and the highest
ethical standards. However, there is a risk that its
employees, representatives or other persons
associated with it may take actions that breach
the Group’s Code of Conduct or applicable laws,
including, but not limited to, bribery or corruption.
The Group assesses such risks, which vary across
its geographical locations. The Group has identified
the following as being the most significant
corruption risks it faces:
small bribes and facilitation payments, especially
in relation to the movement of vessels, people
and materials
illicit enrichment of public officials through
hidden interests in local partners or suppliers
that local content laws require us to use
bribery to win work
bribery to get variation orders approved
bribery to get work certified or paid.
The above risks may increase when working with
partners or third parties. These risks are inherent
in our sector, in particular in countries where local
content requirements are significant.
Any compliance and ethics breach could result in
monetary penalties, convictions, debarment and
damage to the Group’s reputation and could
impact its ability to do business.
The Group is confident that the risks identified
are adequately managed by its compliance and
ethics programme and, in many cases, byits
clients’ robust procurement procedures. Integrity
is one of the Group’s Values and the Group has
an Ethics Policy Statement and Code of Conduct,
which clearly set out the behaviours expected
ofitsemployees and those who work for it
including suppliers and other third parties.
Thesepolicies are regularly updated to ensure
they remain current.
The Group has a compliance and ethics
programme underpinned by its Values and
designed in accordance with international best
practice to embed the Code of Conduct, prevent
bribery and corruption, and manage compliance
and ethics risks generally. The programme
includes financial controls, risk assessments
and procedures for managing third-party risks.
Mandatory annual compliance and ethics
e-learning, and an annual Integrity Day for
employees, raise awareness, highlight the potential
consequences and empower and embed a culture
of integrity. Employees are encouraged to raise
concerns about possible non-compliance through
an externally administered whistleblowing line.
There is a strong focus on a culture of ethics and
integrity. More information can be found on our
website and in our Sustainability Statement on
pages 64 to 121.
A committee comprising the members of the
Executive Management Team sets objectives for
the implementation and continual improvement of
the programme and monitors progress. Regular
reports are provided to the Board of Directors.
The Group regularly engages an independent
third-party assurance provider to benchmark its
compliance and ethics programme against best
practice, including the International Standards
Organization’s ISO 37001-2016 (the International
Anti-Bribery Management System Standard). The
Group’s programme has been certified against
ISO 37001-2016 bu EuroCompliance.
RISK MITIGATION
ORGANISATION AND MANAGEMENT RISKS CONTINUED
Subsea 7 S.A. | Annual Report 2024
33
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
RISK MANAGEMENT OVERVIEW CONTINUED
Information technology and
operational systems, cyber
risk and security
The Group’s operations depend on the availability
and security of a number of key information
technology (IT) and operational technology
systems. In 2024, the Group commenced a
programme for upgrading its Enterprise Resource
Planning (ERP) system, SAP, to SAP S/4HANA.
The ERP system is an essential operating system
for our business. The risks of not managing the
upgrade of this critical system effectively could
result in prolonged outages leading to significant
business interruption, loss of data, additional time
and expense and reputational damage. The
Group’s investment in its digitalisation programme
combined with the acquisition of data-driven
businesses means the risk of these systems
being disrupted or compromised by a general
failure or by cyberattacks is increasingly relevant.
Reliance on the use of data and cloud storage
facilities has the associated risks of IT, operational
technology, systems and cybersecurity failures.
Such risks include, but are not limited to:
unauthorised access to key operational,
financialor group-wide systems
malware
theft and misappropriation of sensitive
information
fraud attacks
data management and non-compliance with
legislation such as the EU General Data
Protection Regulation (GDPR)
increasing use of IT to interconnect with
multiple stakeholders and the possibility
of such interconnectivity being disrupted
to their detriment
denial of access to or utilisation of assets
withthe risk of a potential loss or damage event
emerging threats, including advanced attacker
tactics and techniques, and the use of social
media and artificial intelligence.
Such breaches in security could adversely
impact the Group’s ability to maintain ongoing
business operations and lead to financial and
asset loss, reputational damage, potential
physical harm, loss of client and shareholder
confidence and could result in regulatory
breach and subsequent penalties.
The Group has highly skilled teams managing
its critical systems and processes, utilising both
in-house capabilities and external specialists
torespond to system outages and to ensure the
smooth transition and delivery of any upgrades
such as SAP S/4HANA. The Group recognises
the increased frequency of cybersecurity threats
andevents and takes this risk seriously. It reviews
its infrastructure, suppliers, policies, procedures
and defences to mitigate associated risks and
keeps abreast of risk intelligence by engaging
market-leading specialists where appropriate.
It assesses the technology framework against
approved independent standards and maintains
a programme of investment in new hardware,
software and systems to ensure the integrity of
itsIT security and defences. The Group works
withrecognised independent industry experts
to audit and test the sustainability of its security
systems and assesses the business and
operational impact of a cyber event, analysing
varied scenarios, interruption types and the
effectiveness ofrecoveryplans.
The Group has a number of IT policies, including
apolicy on information security, designed to
protect its systems and ensure their availability
and integrity as well as combat attempted fraud.
These policies are regularly reviewed to ensure
they continue to address existing and emerging
information security, cyber-maritime and cyber-
crime risks as well as GDPR.
Mandatory internal e-learning courses and regular
phishing simulation tests are used to maintain a
high level of awareness among the workerforce
of ITsecurity risks and of the Group’s procedures
to manage them.
The Group’s Executive Vice President of Projects
& Operations has responsibility for ensuring the
setting and implementation of the Group’s
cybersecurity strategy. This is reported through
the Executive Risk Committee, which reports
tothe Group’s CEO on all matters of risk, and
tothe Board of Directors on a six-monthly basis.
A member of the Board is identified as the
Board’s focal point for cybersecurity.
RISK MITIGATION
ORGANISATION AND MANAGEMENT RISKS CONTINUED
Subsea 7 S.A. | Annual Report 2024
34
Bidding
The Group wins most of its work through a
competitive tendering process. A significant
proportion of the Group’s work is undertaken
byway of fixed-price contracts, which exposes
theGroup to increases in supply chain costs.
Failure to secure and manage costs could impact
the Group’s financial performance. Risks include
theinability to maintain price validity from our
supply chain if there is commodity price fluctuation,
rapid price escalation, delay in project award, or
re-phasing that leads to schedule amendments.
An inability to understand and respond to
operational and contractual risks or accurately
estimate project costs could have an adverse
impact on the Group’s legal liability and financial
performance and position.
Our clients’ financial strength and the economic
viability of their projects can be impacted by multiple
factors that are outside the control of the Group
and, in some instances, clients may request
specific payment terms or payment deferrals,
which can have a negative impact on the financial
position of the Group.
Realisation and renewal
of backlog
Delays (including those related to clients’ final
investment decisions), suspensions, cancellations,
re-phasing or changes to scope or content of
awarded projects recorded in backlog could
materially impact the financial performance and
position of the Group in current and future years.
All bids are subject to the Group’s estimating and
tendering processes and authority levels. Cost
estimates are prepared on the basis of a detailed
standard costing analysis, and the selling price,
contract terms and financial milestones are based
on the Group’s commercial contracting standards
and market conditions and, where appropriate, the
financial due diligence of the parties involved.
Where possible, key supply chain or subcontractor
terms and conditions are negotiated alongside the
main client contract to reduce the risk of non-
alignment of contracting terms or the absence of
price certainty. Volatility in commodity prices can
be mitigated by including contractual adjustment
mechanisms with both clients and suppliers.
Before the tender is submitted, a formal multi-gate
review process is performed. Tenders are first
reviewed at a regional level where the technical,
operational, legal and financial aspects of the
proposal are considered in detail. Completion of
the regional review process requires the formal
approval of the appropriate level of management.
Dependent on the tender value and complexity
such as technology and partnering, there is
anescalating level of approval required. Tenders
meeting specific financial and risk criteria are
reviewed and approved by the Tender Committee
of the Board of Directors.
The Group works to mitigate these risks
through its contractual terms, including, where
possible, provision for cancellation fees or early
termination payments.
RISK MITIGATION
DELIVERY AND OPERATIONAL RISKS
Subsea 7 S.A. | Annual Report 2024
35
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
RISK MANAGEMENT OVERVIEW CONTINUED
Joint ventures
The Group may engage in commercial joint
ventures with selected partners to obtain
necessary expertise or local knowledge and
contract or partner with specialist companies to
develop new or emerging business opportunities.
A failure to find an appropriate joint venture
partner or a failure by a joint venture partner to
perform to the standards required by the joint
venture agreement could result in negative
financial and reputational impact to the Group.
Misalignment between Subsea7 and a joint
venture partner on strategic matters could lead
to a deadlock, impacting negatively, inter alia, on
project execution. In addition, the failure of a joint
venture partner to meet its financial obligations
could result in an adverse impact on the Group’s
financial performance and position.
Project execution
The Group executes complex projects, and a failure
to have the best people, assets and technological
solutions and engineering procedures to deliver
these could result in failure and be damaging to the
Group both reputationally and financially. As well as
project execution, a failure to meet and achieve the
necessary contractual requirements could have
several adverse consequences, including contract
disputes, rejected claims and cost overruns, which
could expose the Group to operational and financial
losses that are material to the Group’s overall
performance, position and reputation.
For most contracts, the offshore execution phase,
which generally involves the use of either single or
multiple vessels, is usually the most hazardous, as
this phase is exposed, among other risks, to
adverse or extreme weather conditions or the risk
of loss or damage to the contracted works. These
hazards can result in scheduling adjustments,
damage tovessels and equipment, repair or rework,
injury tothose working offshore or financial loss.
The Group must also continue to innovate and
develop products and solutions and maintain a fleet
that allow it to deliver lower-carbon developments
as well as to enable the growth of renewables and
emerging energies. Errors or defects in product
design and production could expose the Group to
additional warranty or product liability risks. The size
and scale of offshore infrastructure, particularly in
the renewables sector, could stretch beyond the
current fleet’s capabilities or limit the supply-
chain to fewer participants.
The Group seeks to ensure that selected joint
venture partners not only have the necessary
expertise, local knowledge and suitable financial
profile but are also able to meet the Group’s
health, safety, security, environmental and quality
(HSSEQ) standards and its Code of Conduct
obligations. The Group has established
appropriate governance and oversight
mechanisms to monitor the performance of its
joint ventures and joint venture partners with
regard to such matters.
The Group assigns a project management team
to every project. Every project is assessed by
regional management using the Project Monthly
Status Report review process. These reviews
cover project progress, risk management, cost
management, financial performance and
sensitivity analysis. Detailed assessments of
costs and revenue are estimated and reported
upon, taking into account project performance,
planning schedules, contract variations, claims,
risk exposure, allowances and contingency
analysis. The Group continues to promote a
balanced approach to risk allocation and has
supported the International Maritime Contractors
Association in producing a set of contractual
principles for the renewables industry. The Group
is selective about which projects it undertakes,
ensuring that those ittakes on have a balanced
risk profile where the risks retained are
understood and can be managed.
The Group factors the risk of adverse weather
conditions into the design of its vessels, equipment
and procedures and project scheduling, as well
as the training of its offshore workforce. It also
works to mitigate potential adverse financial
consequences when negotiating contractual
terms with its clients.
Innovative products are commercialised after
rigorous testing that is subject to a hierarchy
of industry-recognised technical readiness
level reviews.
RISK MITIGATION
DELIVERY AND OPERATIONAL RISKS CONTINUED
Subsea 7 S.A. | Annual Report 2024
36
Supply chain
In the current period of increased activity for the
Group, there is a risk that the supply chain does
not or cannot react at the same pace as demand
and, hence, insufficient capacity causes a
deterioration inthe quality of the product or
service, extended lead times or the inability to
secure products. A reduced choice of suppliers
would affect the Group’s operational and financial
performance and could result in longer lead times
and higher costs.
Suppliers could face financial difficulty affecting
their ability to perform, and, in more severe
scenarios, this could result in suppliers being
made insolvent. Other factors such as pandemics,
extreme weather, financial uncertainty, civil unrest,
political uncertainty, war or other unforeseen
external factors could cause significant
interruption affecting elements of the supply
chain, affecting our ability to deliver our clients’
projects and causing disruption to ongoing Group
capital expenditure initiatives such as vessel
construction, dry-dockings and upgrades.
Our supply chain is impacted by world events and
rising inflation as well as increased demand. The
war in Ukraine and consequent sanctions on
Russia, increasing threats of trade sanctions and
trade tariffs from certain jurisdictions and the
likely retaliations, as well as other geopolitical
challenges, continue to pose risks to the Group’s
operations. Unexpected increases in supply chain
pricing or delays in delivering products could
affect project scheduling as well as negatively
impact theGroup’s financial performance.
The resultant time delays or increased costs
could lead to irrecoverable costs to the Group
and the imposition of financial penalties by clients,
as well as reputational damage and reduced
competitiveness. Cost is a necessary consideration
in the selection of key suppliers and balancing
this with quality and control assurance is a risk.
Faulty or damaged components could result in
additional project costs that may not be fully
recoverable from the supplier and would be
borne by the Group.
Increasing legislative requirements in relation to
sustainability topics imposed on the supply chain,
coupled with the potential failure of suppliers to
accurately measure and provide reliable
information on their sustainability performance,
puts the Group at risk of working with suppliers
who are not wholly compliant with the applicable
legislation and could limit the Group’s ability to
accurately report its ownperformance.
The Group seeks to develop strong, long-term
relationships with high-quality and competent
suppliers, working to balance costs at a sustainable
level and not only engage on a lowest-bid basis.
Long-term contractual arrangements and the use
of collaboration models as appropriate allow us to
secure supplier commitment and access in the
current market as well as into the future, especially
with our key category suppliers. We are developing
supplier strategies, and partnerships with key
suppliers, to service our energy transition clients.
We are diversifying our supply chain by finding new
suppliers, in some cases in different industries and
new regions, which helps the Group to mitigate the
risk of single-source suppliers exiting the sector.
Our supplier sourcing, qualification, screening,
monitoring and assurance processes and
procedures are designed to identify potential risks
in our supply chain. Regular engagement with our
key suppliers and ensuring the relevant topics are
on the agenda help to reinforce our shared
commitment to building long-term value through
sustainable supply chain management.
The financial profile and outlook of the Group’s key
suppliers is reviewed during the pre-qualification
process for suppliers and is considered prior to
entering into project-related commitments. We are
leveraging digital tools such as SAP Ariba throughout
the entire supplier lifecycle to improve productivity
and maintain reasonable levels of assurance that
we can continue working with such suppliers.
Unforeseen external factors leading to interruptions
in supply chain delivery are difficult to manage;
however, the Group evaluates these risks and where
possible will seek to avoid single-source suppliers
and will seek to mitigate the financial impact of any
interruptions through appropriate contractual terms
and conditions. These may include back-to-back
supplier pricing, index-linked pricing and a balanced
cost-escalation mechanism where appropriate.
If necessary, appropriate guarantees or
performance-related bonds are requested from
our key suppliers. As part of the supplier selection
process, the Group engages qualified quality
assurance and quality control specialists, and
there is close collaboration between supply chain
management and engineering. Both quality and
engineering functions also play an active role
throughout the duration of a project, with teams
on the ground at key supplier locations to ensure
quality standards and timelines for delivery are
met and assurance policies are followed.
We are engaging with our key suppliers to better
understand their sustainability commitments and
where they are on their journey towards meeting
their objectives. This allows us to prioritise and
focus on ensuring thatwe work with a sustainable
supply chain, in line with the Group’s own
priorities and focus areas.
RISK MITIGATION
DELIVERY AND OPERATIONAL RISKS CONTINUED
Subsea 7 S.A. | Annual Report 2024
37
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
DELIVERY AND OPERATIONAL RISKS CONTINUED
RISK MANAGEMENT OVERVIEW CONTINUED
RISK MITIGATION
Health, safety, security,
environmental andquality
The Group’s projects are complex and are
sometimes performed in unfamiliar environments
in varied conditions. This requires continuous
monitoring and management of health, safety,
security, environmental and quality (HSSEQ) risks
associated with transit routes, the location of
work, project specification and installation
methods – as well as addressing the location
and assets utilised.
A failure to manage these risks could expose our
people and those who work with us to security
breaches, illness, injury or harm.
It could also result in an environmental event or
cause injury or damage to other parties. Itcould
result in significant commercial, legal and
reputational damage or potential disbarment
from working in the affected country.
The worldwide nature of the Group’s operating
activities carries the potential for significant
health risks and disruption to its business
operations. Communicable or infectious diseases
can expose the Group to operational disruption
and increased costs as a result of unexpected
business interruptions or measures required to
ensure the safe continuation of the business.
The risks to the Group include additional costs
to continue normal operational activities, revised
arrangements to work safely in accordance with
changes made in the law, quarantining or isolating
crew and medical facilities and logistical issues
associated with the international transit of vessels
and people.
The Group is focused on continuously monitoring
HSSEQ performance at all levels and actively
motivates, influences and guides the workforces’
individual and collective behaviour.
The Group is committed to protecting the health,
wellbeing and safety of its people and those
working on its sites and vessels, as well as
minimising its impact on the environment. The
Group has an HSSEQ policy and detailed HSSEQ
procedures designed to identify, assess and
reduce such risks while ensuring compliance
with relevant laws and regulations. The policy and
procedures are subject to review, monitoring and
certification byanindependent, internationally
recognised specialist firm.
The Group mitigates exposure to the risk of
communicable or infectious diseases by developing
health procedures and medical screening that
adhere to the guidance and incorporate the best
practice set out by world health organisations and
industry experts and for offshore operations, in
compliance with a vessel’s flag state.
Subsea 7 S.A. | Annual Report 2024
38
RISK MITIGATION
DELIVERY AND OPERATIONAL RISKS CONTINUED
Fleet management
The Group has a fleet of vessels, which are
required for the successful delivery of its projects.
These vessels operate in a number of regions
that are subject to political, fiscal, legal and
regulatory risks. Risks also include regulatory
requirements related to the crewing of the
vessels in the regions where they are operating.
Failure to manage such risks could lead to an
adverse impact on the Group’s financial
performance and position.
Lack of vessel availability is a risk. Uncertainty
in operational vessel schedules may lead to
non-availability for other projects in the tendering
or execution phase. Vessel availability could also
be negatively impacted by delays to vessel
construction, completion of maintenance, vessel
upgrading or dry-docking activities. Access to
shipyards, ports and facilities on a worldwide
basis is key to ensuring that time-efficient
maintenance and construction programmes are
achieved. An inability to utilise certain locations
could significantly impact business operations
and project scheduling and result in contractual
penalties, reputational damage and adversely
affect the financial performance of the Group.
In extreme circumstances, the non-availability
of a vessel or multiple vessels through loss or
irreparable damage could compromise the Group’s
ability to meet its contractual obligations and
cause financial loss. Conversely, an under-utilisation
of the vessel fleet exposes the Group to a risk of
under-recovery of its total fleet costs.
To maintain the competitiveness of the fleet,
the Group from time-to-time makes significant
investments in the construction, conversion or
acquisition of new vessels. If the anticipated
demand for those vessels does not materialise,
such investments may not generate the intended
financial return.
The Group also divests assets from time-to-time,
either by sale for onward use or, in some cases,
for decommissioning. It is important that assets
are divested responsibly and that the Group
takes reasonable measures to ensure it
mitigates any future liabilities and, in the case of
decommissioning activities, that it engages with
responsible third parties who comply with the
appropriate regulations, including the Hong Kong
International Convention for the Safe and
Environmentally Sound Recycling of Ships.
The Group considers carefully the political, fiscal,
legal and regulatory risks associated with the
deployment of its vessels and crew into regions
in which it operates or has to navigate. It also
monitors developments to ensure it can
respond appropriately.
To minimise the risk of non-availability, the Group
dedicates resources to perform vessel scheduling
centrally rather than at a business unit or region
level. Vessel construction, maintenance, upgrading
and dry-docking activities are subject to detailed
planning, and controls are deployed to mitigate
the risk of completion delays.
The design and operational capabilities of
a vessel are carefully assessed before its
deployment to aparticular project and are then
closely monitored during the project’s execution.
The impact of potential non-availability of a vessel
is mitigated by both the size and flexibility of the
Group’s fleet and its ability to access the vessel
charter market. TheGroup adjusts its fleet size
to suit its view of the future market by cold- or
warm-stacking its excess assets, as well as
potentially returning chartered tonnage to
the owners.
Before initiating the construction or acquisition
of a new vessel, the Group conducts detailed
analyses of the potential market and seeks to
ensure that the vessel’s technical specifications
and projected capital and operating costs are
appropriate for the anticipated market.
The Group assesses the market’s need for
new vessels and, after a rigorous technical
and financial review, will decide to proceed
with construction or conversion where there is
sufficient future activity and when it anticipates
acceptable financial returns on its investment.
The Group mitigates the risks associated with
future liabilities of divested vessels through a
know-your-client or supplier due diligence process
and ensuring the contractual agreements contain
detailed provisions associated with the onward
utilisation or the minimum requirements to be met
for any near-term decommissioning activities.
Subsea 7 S.A. | Annual Report 2024
39
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
FINANCIAL RISKS
RISK MITIGATION
Revenue and margin recognition
Individual period performance may be significantly
affected by the timing of contract completion,
atwhich point the final outcome of a project may
be fully assessed. Until then, the Group, in common
with other companies in the sector, uses the
percentage-of-completion method of accounting
for revenue and margin recognition. This method
relies on the Group’s ability to estimate future
costs in an accurate manner over the remaining
life of a project. As projects may take a number
of years to execute, this process requires a
significant degree of judgement, with changes
to estimates or unexpected costs or recoveries
potentially resulting in significant fluctuations in
revenue and profitability.
Inaccurate forecasting of the costs-to-complete
aproject and of the revenue that can be earned
from the client for changes to contract scope
could have a negative impact on the Group’s
management of its liquidity and weaken its financial
position. Fixed-price contracts awarded at low or
negative margins can create volatility when
accounting for project performance, as forecast
unavoidable losses are recognised in full in the
period in which they are identified. Forecasting
during pandemics and economic crises is
complexand subject to increased volatility
aschanges unfold.
Project performance is monitored by means of
Project Monthly Status Reports (PMSRs) which
record actual cost of work performed, the
estimated cost-to-complete a project and the
estimated full-life project revenue. The PMSR
allows management to reliably estimate the most
likely full-life profitability of each project. These
PMSRs are subject to rigorous review and
challenge at key levels of management within
the Group. Note 4 ‘Critical accounting judgements
and key sources of estimation uncertainty’ to the
Consolidated Financial Statements provides more
detail of the Group’s approach to revenue
recognition on long-term contracts.
RISK MANAGEMENT OVERVIEW CONTINUED
Subsea 7 S.A. | Annual Report 2024
40
RISK MITIGATION
FINANCIAL RISKS CONTINUED
Cash flow and liquidity
The Group’s working capital position will be
affected by the timing of contract cash flows,
because the timing of receipts from clients,
typically based on achievements of milestones,
may not necessarily match the timing of payments
the Group makes to its suppliers.
In executing some of its contracts, the Group
is required by its clients, in the normal course
of business, to issue certain guarantees, e.g.
performance, advance payments and bid bonds.
Access to unsecured bilateral guarantee
arrangements from financial institutions in
supportof these instruments is fundamental
totheGroup’s ability to compete, particularly
forlarge engineering, procurement, installation
and commissioning (EPCI) contracts.
In rare instances, clients may request specific
payment terms such as extended payment terms
or payment deferrals, which can negatively impact
the cash flow profile of projects.
The availability of short-term and long-term
external financing is important to help meet the
Group’s financial obligations as they fall due.
In the event that such financing were unavailable,
reduced or withdrawn, the Group’s activities would
be significantly constrained.
In addition to using its cash and cash equivalents
balance and cash generated from operations, the
Group has access to committed financing
facilities to meet its core financing and working
capital needs. The Group’s cash position, liquidity,
debt leverage and credit-rating-related metrics
are monitored closely by both the Executive
Management Team and the Board of Directors.
The Group works to mitigate client payment
deferral request risks through its contract
terms. In addition, the Group continuously
assesses thecreditworthiness of its client
and supplier bases.
Subsea 7 S.A. | Annual Report 2024
41
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
Governance
Implementation and reporting oncorporategovernance 56
Business 49
Equity and dividends 57
Equal treatment of shareholders and transactions with close associates 57
Shares and negotiability 58
General meetings 56
Corporate Governance, Nominations and Risk Committee 52
Board of Directors: composition andindependence 49
Work of the Board of Directors 50
Risk management and internal control 51
Remuneration of the Board of Directors 63
Remuneration of executive personnel 62
Information and communications 58
Takeovers 58
Auditor 58
2024 MEETING ATTENDANCE
Board
Audit and Sustainability
Committee*
Corporate Governance,
Nominations and Risk
Committee* Compensation Committee
Kristian Siem** 7/7 4/4 4/4
David Mullen 7/7 6/6 4/4
Jean Cahuzac 7/7 4/4
Niels Kirk 7/7 4/4 4/4
Eldar Sætre 7/7 6/6
Louisa Siem 7/7
Elisabeth Proust Van Heeswijk 7/7 6/6
Total Meetings in 2024 7 6 4 4
* A joint session of the Audit and Sustainability Committee and the Corporate Governance, Nominations and Risk Committee was held on 27 February
2024 at which all members of both committees were present.
** Following the appointment of Treveri S.à r.l. at the AGM on 18 April 2023, Kristian Siem attended meetings in his capacity as the permanent
representative of Treveri S.à r.l.
The areas listed below, on which we report on the pages indicated, are aligned
with the Norwegian Code of Practice for Corporate Governance.
SKILLS AND EXPERIENCE
Core Industry
Financial/ Audit & Risk
Legal/ Public Policy
Senior Executive
ESG/ Sustainability
Technical/ Engineering
Health and Safety
International Markets
M&A/ Capital Markets
Cybersecurity/ IT
6/7
5/7
1/7
5/7
6/7
5/7
4/7
6/7
6/7
1/7
GOVERNANCE AT A GLANCE
OUR BOARD IN 2024
BOARD EXECUTIVES
Non-executive
100% (7)
Executive
0% (0)
BOARD INDEPENDENCE
Non-independent
Independent
71% (5)
29% (2)
GENDER DIVERSITY
Male
5
Female
2
Subsea 7 S.A. | Annual Report 2024
42
As Chairman of the Corporate Governance,
Nominations and Risk Committee and Senior
Independent Director, my goal is to provide
independent oversight and a constructive challenge
in order to ensure that the Company has responsible
corporate governance in place to meet the
challenges of the present and the future.
The work of the Board during 2024
During 2024 the Board continued to focus on strategic
initiatives while being mindful of the evolving regulatory
environment. The Corporate Governance, Nominations and
Risk Committee has assumed responsibility for providing
oversight of risk, in addition to compliance, ethics and human
rights. We recognise the importance of Board-level monitoring
of the development and implementation of sustainability,
both to support our ambitions in the energy transition and
to ensure compliance with relevant regulations.
Focus on risk
The committee was renamed as the Corporate Governance,
Nominations and Risk Committee and this change will
enhance Subsea7’s risk management framework and
provide governance to ensure that risk management
practices are aligned with our objectives and regulatory
requirements. The committee will provide oversight on the
enterprise risk management and ensure the right level of
focus is directed on those risks with the combined highest
likelihood of occurrence and severity.
Board appointments and diversity
During 2024 the Corporate Governance, Nominations and
Risk Committee carried out a review of the Board Diversity
Policy. The overriding objective of the Board Diversity Policy
is to ensure an inclusive and diverse Board with a balance
of skills, expertise and experience to guide Subsea7. With
this in mind, an assessment of the skills, expertise and
experience of the Board was carried out and a table
summarising the expertise and skills of the Board is
available on page 44. It has been recognised since 2022
that gender diversity is an area for improvement for the
Board and during 2024, the Corporate Governance,
Nominations and Risk Committee continued to actively
seek female candidates having regard to the range of
skills needed to enhance the Board.
RESPONSIBLE
CORPORATE
GOVERNANCE
WITH A FOCUS
ON A SUSTAINABLE
FUTURE
GOVERNANCE OVERVIEW
DAVID MULLEN
CHAIRMAN OF THE CORPORATE GOVERNANCE,
NOMINATIONS AND RISK COMMITTEE
Board evaluation
The periodic external, independent evaluation of the Board
was conducted in the first quarter of 2025. The evaluation
was based on a questionnaire and interview process and
looked at the Board’s operational effectiveness. This included
the performance of the Chairman, along with their
engagement with the CEO and executives. The review
specifically addressed a range of key areas, including
Board composition, strategy, and the business model. All
aspects of corporate governance were evaluated including
documentation, Board performance and behaviour and the
effectiveness of committees. The engagement with both
external and internal stakeholders by the Board was also
evaluated. Overall, the evaluation found that the Company
has an effective Board, while also providing some valuable
recommendations to enhance performance. The Board
received detailed feedback in February 2025 and we will be
working throughout 2025 to make improvements to Board
practices based upon the recommendations.
Sustainability
Sustainability has been a key area of focus for the Board
this year as we have made preparations to comply with the
EU Corporate Sustainability Reporting Directive and publish
our first Sustainability Statements, which you can read on
pages 64 to 121. In addition, the decision was made to
expand the remit of the Audit Committee to include oversight
of sustainability and the committee was renamed as the
Audit and Sustainability Committee. While it is not certain
whether the Luxembourg legislation implementing the EU
Corporate Sustainability Reporting Directive will be in force
at the time of publication, Ernst & Young S.A. were appointed
at the annual general meeting of shareholders in 2024 to
provide a limited assurance opinion on the Sustainability
Statements, and the extended responsibilities of the Audit
and Sustainability Committee include monitoring the
sustainability reporting processes as well as the assurance
of sustainability disclosures.
2024 was a testament to our commitment to responsible
corporate governance, strategic goals, stakeholder
expectations, and the energy transition. As we look
to the future, we remain dedicated to building on these
achievements and driving sustainable growth. Our efforts
have laid a strong foundation for continued success, and
we are confident in our ability to navigate the challenges
and opportunities that lie ahead.
Subsea 7 S.A. | Annual Report 2024
43
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
BOARD OF DIRECTORS
BOARD OF DIRECTORS
Skills and experience
Mr Siem brings an extensive knowledge of
the offshore oil and gas services business
worldwide from previous senior executive
and non-executive roles, combined with
long-standing experience aschairman of public
companies listed in the US, UK and Norway.
Mr Siem is the founder of Siem Industries
Group and has been Director and Chairman
of Siem Industries S.A. since 1982. Prior to
joining the Group, he held several management
positions with the Fred Olsen Group in theUS
and Norway. Mr Siem has previously held
directorships and executive positions at
Kvaerner ASA, Transocean Inc., NKT and
Norwegian Cruise Line. Heholds a degree
inBusiness Economics.
Date of appointment
Appointed Non-Executive Director and
Chairman of Subsea 7 S.A. from January 2011,
upon the merger of Acergy S.A. and Subsea 7
Inc. Mr Siem was Chairman of Subsea 7 Inc.
from January 2002.
Key external appointments
Chairman of Siem Industries S.A., Director of
Treveri S.à r.l., Siem Shipping Inc. and Frupor S.A.
Nationality and
date of birth
1949
Tenure
Elected by shareholders on
18 April 2023 until the 2025 AGM.
Skills and experience
Mr Mullen brings over 40years’ experience in
the oil services business. Until August 2024,
Mr Mullen was CEO of Shelf Drilling Limited
and has previously held the position of CEO
at two other companies in the subsea industry,
Wellstream Holdings PLC and Ocean Rig ASA.
Prior to these appointments he was Senior Vice
President of Global Marketing, Business
Development and M&A at Transocean from
2005 to 2008. MrMullen also had a 23-year
career at Schlumberger, including as President
of Oilfield Services for North and South America.
He holds a Bachelor of Arts degree in Geology
and Physics from Trinity College, Dublin, and an
MSc degree in Geophysics from the National
University of Ireland.
Date of appointment
Appointed a Non-Executive Independent
Director from April 2018 and Senior
Independent Director from January 2021.
Key external appointments
Executive Chairman of Shelf Drilling Limited.
Nationality and
date of birth
1958
Tenure
Re-elected by shareholders on 2 May 2024
until the 2026 AGM.
Skills and experience
Mr Sætre brings a wealth of experience in
the energy sector combined with extensive
knowledge of accounting and finance. MrSætre
was President and CEO of Equinor from
February 2015 untilhe stepped down in
November 2020. As CEO he was extensively
engaged in transforming the cost base of the
company and creating a more resilient global
business. Prior to becoming CEO, Mr Sætre
held several senior management positions in
the company, mainly in the fields of accounting,
finance and performance management as well
as marketing and trading. Mr Sætre has an MA
in Business Economics from the Norwegian
School of Economics and Business
Administration (NHH) in Bergen.
During his time at Equinor Mr Sætre transitioned
Equinor into a company focused on lower-
carbon strategies and new energy solutions,
and he also holds an advisory role at Nysnø
Climate Investments, making him ideally
suited to provide the Board with expertise on
sustainability, including climate-related matters.
Date of appointment
Appointed a Non-Executive Independent
Director from June2021.
Key external appointments
Director of Fjord Base Holding AS and Trucknor
AS. Chairman of the boards of Strømberg
Gruppen AS, Vartdal Holding AS and Vartdal
Plastindustri AS. Advisory role atNysnø Climate
Investments.
Nationality and date of birth
1956
Tenure
Re-elected by shareholders on 18 April 2023
until the 2025 AGM.
KRISTIAN SIEM*
CHAIRMAN
DAVID MULLEN
SENIOR INDEPENDENT DIRECTOR**
ELDAR SÆTRE
INDEPENDENT DIRECTOR**
Committee membership
C T G
Committee membership
G A
Committee membership
A T
** ‘Independent’ is defined by the rules and
codes of corporate governance of the Oslo
Børs Stock Exchange on which Subsea 7 S.A.
is listed, which the Board must satisfy; in
particular the Norwegian Code of Practice for
Corporate Governance. Under the terms of
the Company’s Articles of Incorporation,
Directors may be elected for terms of up to
two years and serve until their successors
are elected. Under the Company’s Articles
of Incorporation, the Board must consist of
not fewer than three Directors.
* Kristian Siem is the permanent representative
of Treveri S.à r.l. on the Board of Directors.
Treveri S.à r.l. – a Luxembourg-incorporated
company wholly owned by Kristian Siem –
was appointed Director and Chairman on
18 April 2023.
Subsea 7 S.A. | Annual Report 2024
44
Committee key
Chairman
G
Corporate Governance,
Nominations and Risk Committee
A
Audit and Sustainability Committee
C
Compensation Committee
T
Tender Committee
Skills and experience
Mr Kirk brings to the role over 40
years of international corporate
and structured finance experience
combined with extensive
knowledge of the energy, power
and resource sectors at executive
level. He is a co-founder and Chief
Executive of the energy advisory
firm Kirk Lovegrove and Company
Ltd, an FCA regulated energy
advisory firm based in London.
Prior to this, he worked at Citibank
and Banque Paribas.
Mr Kirk holds an MBA in Finance
andInternational Business from
the Stern School at NewYork
University.
Mr Kirk’s extensive experience
of the energy sector overlaid
with his international corporate
and structured financial risk
management experience, makes
him well placed to provide the
Board with expertise on risk
including cybersecurity.
Date of appointment
Appointed a Non-Executive
Independent Director from
April2018.
Key external appointments
Co-founder and CEO ofKirk
Lovegrove and Company Ltd.
Nationality and
date of birth
1962
Tenure
Re-elected by shareholders on
2 May 2024 until the 2026 AGM.
Skills and experience
Mr Cahuzac has wide multi-
country technical, commercial and
general management experience
in senior executive roles in the oil
and gas services sector spanning
a period of 40 years. He was
appointed Chief Executive Officer
of Acergy S.A. in 2008 and in
2011, post merger, became the
Chief Executive Officer of Subsea
7 S.A., a position he held until his
retirement in December 2019.
Mr Cahuzac was Chief Operating
Officer and then President at
Transocean from 2000 to 2008.
He worked at Schlumberger from
1979 to 1999 in various field
management positions and then
as President of Sedco Forex.
He holds a Master’s degree in
Engineering from École des Mines
de St-Étienne and is a graduate of
the French Petroleum Institute
inParis.
Date of appointment
Appointed a Director from
May2008 (then named
AcergyS.A.).
Key external appointments
Member of the Supervisory
Board of Société Phocéenne
de Participations. Member
of the Board of Directors,
SeadrillLimited.
Nationality and
date of birth
1954
Tenure
Re-elected by shareholders on
2 May 2024 until the 2026 AGM.
Skills and experience
Ms Siem brings youth and a
different perspective to the Board
as an artist who holds a Bachelor
of Fine Arts degree from the
Ruskin School of Art at Oxford
University. She has exhibited her
work internationally, working as
a multidisciplinary artist. She
focuses predominantly on video
and sculpture. Ms Siem is the
daughter of Mr Kristian Siem
and has been selected by Siem
Industries S.A. in accordance
with the relationship agreement
entered into between Subsea 7
Inc., Subsea 7 S.A. (then Acergy
S.A.), and Siem Industries S.A.
(then Siem Industries Inc.) on
20 June 2010, in respect of the
combination of Subsea 7 Inc. and
Acergy S.A., which was completed
on 7 January 2011.
Ms Siem has a particular interest
in biodiversity and has agreed to
work with Subsea7 management
to enhance her understanding of
the subject as the Board’s focal
point for biodiversity.
Date of appointment
Appointed a Non-Executive
Director from June 2021.
Key external appointments
Director of Siem Industries S.A.
Nationality and
date of birth
1992
Tenure
Re-elected by shareholders on
18 April 2023 until the 2025 AGM.
Skills and experience
Ms Proust Van Heeswijk has
extensive multi-country
experience in the oil and gas
sector at an executive level after
spending more than 40 years
at Total. Withabackground in
engineering, she began her
career as a drilling engineer at
ELF, becoming a development
engineering and project
management specialist, which
led to her appointment asthe
first female Vice President for
Development Engineering for
Total worldwide. Her experience
at Total included senior leadership
positions as Managing Director
of Total’s affiliates in Indonesia,
Nigeria and the UK. Ms Proust Van
Heeswijk holds a Master’s degree
in Engineering/Hydrodynamics
from École Centrale de Nantes
and is a graduate of the French
Petroleum Institute in Paris. While
at Total, Ms Proust Van Heeswijk
was a member of the Diversity
Council and Ethics Committee,
which oversaw human rights
matters, and as such she is well
placed to provide the Board with
expertise on labour practices and
human rights.
Date of appointment
Appointed a Non-Executive
Independent Director on 18 April
2023. Ms Proust Van Heeswijk
previously served on the Board
ofDirectors between April 2019
andApril 2021.
Nationality and
date of birth
1957
Tenure
Re-elected by shareholders on
18 April 2023 until the 2025 AGM.
NIELS KIRK
INDEPENDENT
DIRECTOR**
JEAN CAHUZAC
INDEPENDENT
DIRECTOR**
LOUISA SIEM
DIRECTOR
ELISABETH PROUST
VANHEESWIJK
INDEPENDENT
DIRECTOR**
Committee membership
C G
Committee membership
C T
Committee membership
A
Subsea 7 S.A. | Annual Report 2024
45
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
EXECUTIVE MANAGEMENT TEAM
Skills and experience
John has over 35 years of
experience in the oil and gas
services industry, primarily in the
SURF and offshore engineering
and construction sectors. He
started his career in 1986, working
with Brown & Root, and built a
successful track record in both
general management, and
commercial and operational roles,
in the offshore oil and gas industry.
Prior to his current appointment,
from July 2005 John held the
position of Chief Operating
Officer ofSubsea7.
John has a Bachelor of
Engineering degree in
Mechanical Engineering from
Cardiff University, is a Chartered
Mechanical and Marine Engineer
and aChartered Director.
Date of appointment
John has been Chief Executive
Officer since January2020.
Nationality and
date of birth
1963
Skills and experience
Mark started his career in
1996 with the UK Government’s
Economic Service. In 2000, he
joined Royal Dutch Shell and held
several finance positions with
increasing responsibility. Between
2011 and 2012, he was Vice
President Finance for Baker
Hughes in Europe and, from 2012
to 2017, he was Group Financial
Controller for Subsea7. In October
2021, he returned to Subsea7
from Petrofac where he was
Group Financial Controller and
Senior Vice President Finance
for its Engineering & Construction
business unit.
Mark has undergraduate
and postgraduate degrees in
Economics from the Universities
of Stirling and Strathclyde
respectively, an MBA from the
University of Warwick, and is a
Fellow of the Association of
Chartered Certified Accountants.
Date of appointment
Mark has been Chief Financial
Officer since January2022.
Nationality and
date of birth
1973
Skills and experience
Olivier started his career in
the oil and gas engineering
and contracting sector in 1995,
working for seven years with
Entrepose Contracting in project
management and commercial
roles, based in Nigeria, China
and France.
Since joining Subsea7 in 2002,
Olivier has held a number of
country, regional and corporate
management positions based in
the North Sea, Africa, Asia and the
Middle East. In 2016, Olivier was
appointed Vice President of Asia
Pacific and the Middle East until
his appointment to Executive
Vice President – Subsea and
Conventional in January 2020.
Olivier has a degree in Mechanical
and Electrical Engineering from
the École Spéciale des Travaux
Publics inParis.
Date of appointment
Olivier has been Executive
Vice President – Subsea and
Conventional since January 2020.
Nationality and
date of birth
1970
Skills and experience
Phil began his career in 1987 in
offshore drilling, until 1992 when
he became an engineer for
pipeline installation contractor
European Marine Contractors.
Phil has more than 20years’
experience in the subsea
pipelines business.
Phil joined Subsea7 in Aberdeen
in 2004 as a senior project
manager and in 2011 was
appointed Vice President for
Canada, Mediterranean and
Russia. In 2013 he was appointed
Vice President for UK and Canada
before taking up the role of Vice
President for North Sea and
Canada in 2016. In 2018 Phil was
appointed Senior Vice President
Global Projects and Operations.
Phil has a Bachelor of Engineering
degree in Mining Engineering from
the University of Leeds.
Date of appointment
Phil has been Executive Vice
President – Projects and
Operations since January 2020.
Nationality and
date of birth
1966
JOHN EVANS
CHIEF EXECUTIVE
OFFICER
MARK FOLEY
CHIEF FINANCIAL
OFFICER
OLIVIER
BLARINGHEM
EXECUTIVE VICE
PRESIDENT –SUBSEA
AND CONVENTIONAL
PHILLIP SIMONS
EXECUTIVE VICE
PRESIDENT –PROJECTS
AND OPERATIONS
EXECUTIVE MANAGEMENT TEAM
Subsea 7 S.A. | Annual Report 2024
46
Skills and experience
Nathalie began her legal career in
1986, working with Saint-Gobain
and Eurotunnel, gaining extensive
legal experience across various
industries. In 1996 she joined
Technip, based in Paris,
progressing to the role of Vice
President Legal – Offshore.
In 2006 Nathalie joined Subsea7
performing senior corporate and
operational legal roles. Prior to her
current appointment Nathalie was
Vice President Legal – Commercial.
Nathalie has been admitted
to the Paris Bar and has legal
qualifications from University Paris
I – Panthéon Sorbonne and Paris
XI in France and the University of
Kent in the UK.
Date of appointment
Nathalie has been General
Counsel since April2012.
Nationality and
date of birth
1963
Skills and experience
Kate began her career in the
power generation sector with
Alstom, where she held roles in
Belgium, France, the UK and the
US. In 2004 she moved to Imerys
where she was initially HR
Director for the Paper division
before being appointed as HR
Director for the Ceramics,
Refractories, Abrasives, and
Foundry business based in Paris.
In 2012 Kate joined Subsea7 as
Vice President Group Human
Resources, a role which she held
until her current appointment.
Kate has a business degree from
the University of Brighton and is a
fellow of the Chartered Institute
of Personnel and Development.
Date of appointment
Kate has been Executive Vice
President – Human Resources
since September 2019.
Nationality and
date of birth
1969
Skills and experience
Marcelo began his career in
Subsea7 in 2001 as a pipeline
engineer and over the last 20
years has held a number of
operational and commercial
roles within the Subsea7 Group.
In 2017, Marcelo was appointed
Vice President for Brazil after
three years working for the Africa
region. In 2021, he was appointed
Group Vice President for Sales
and Marketing based in the UK.
Marcelo holds a Master’s degree
in Subsea Engineering from the
Universidade Federal do Rio de
Janeiro. He also holds a graduate
degree in Mechanical Engineering
from the Universidade Federal
Fluminense in Brazil.
Date of appointment
Marcelo has been Executive
Vice President – Strategy and
Sustainability since April 2022.
Nationality and
date of birth
1980
Skills and experience
Stuart began his career with a
specialist marine engineering
consultancy, progressing to
Worley Engineering in Australia
and Brunei. Stuart joined Subsea7
in 1998 and held operating and
leadership positions within
engineering, project management
and sales at a Norway regional
level until 2009, when he was
appointed Vice President for
Norway. From 2014 to 2018 he
held the roles of Vice President
Sales and Marketing and
subsequently Vice President
Strategy and Technology.
From 2018 Stuart held executive
level positions in Subsea7 and was
appointed Chief Executive Officer
of Seaway7 in October2021.
Stuart has a Bachelor of
Engineering degree in Mechanical
Engineering and a Bachelor of
Science degree in Applied
Mathematics from Monash
University in Melbourne, Australia.
Date of appointment
Stuart has been Chief Executive
Officer of Seaway7 since
October2021, and re-joined the
Executive Management Team in
July 2023.
Nationality and
date of birth
1969
NATHALIE LOUYS
GENERAL COUNSEL
KATHERINE LYNE
EXECUTIVE VICE
PRESIDENT – HUMAN
RESOURCES
MARCELO XAVIER
EXECUTIVE VICE
PRESIDENT – STRATEGY
AND SUSTAINABILITY
STUART
FITZGERALD
CHIEF EXECUTIVE
OFFICER – SEAWAY7
Subsea 7 S.A. | Annual Report 2024
47
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
CORPORATE GOVERNANCE REPORT
2024 CORPORATE
GOVERNANCE REPORT
REGULATORY COMPLIANCE
Legal and regulatory framework
Subsea 7 S.A. is a ‘société anonyme’ organised in the Grand
Duchy of Luxembourg under the Company Law of 1915, as
amended, being incorporated in Luxembourg in 1993, and
acts as the holding company for all of the Group’s entities.
Subsea 7 S.A.’s registered office is located at 412F, route
d’Esch, L-1471 Luxembourg. The Company is registered
with the Luxembourg Register of Commerce and Companies
under the designation ‘R.C.S. Luxembourg B 43172’. As
a company incorporated in Luxembourg and with shares
traded on the Oslo Stock Exchange and American
Depositary Receipts (ADRs) traded over the counter in
the US, Subsea 7 S.A. is subject to Luxembourg laws and
regulations with respect to corporate governance.
As a company listed on the Oslo Stock Exchange, where
its shares are actively traded, the Company follows the
Norwegian Code of Practice for Corporate Governance on
a ‘comply or explain’ basis, where this does not contradict
Luxembourg laws and regulations. The Norwegian Code
of Practice for Corporate Governance is available at
www.nues.no.
The Group’s corporate governance policies and procedures
are explained below, with reference to the principles of
corporate governance as set out in the sections identified in
the Norwegian Code of Practice for Corporate Governance
dated 14 October 2021.
Articles of Incorporation – nature of the
Group’s business
As stated in its Articles of Incorporation, Subsea 7 S.A.’s
business activities are as follows:
“The objects of the Company are to invest in subsidiaries
which predominantly will provide subsea construction,
maintenance, inspection, survey and engineering services,
in particular for offshore energy related industries. The
Company may further itself provide such subsea construction,
maintenance, inspection, survey and engineering services,
and services ancillary to such services.
“The Company may, without restriction, carry out any and all
acts and do any and all things that are not prohibited by law
in connection with its corporate objects and to do such
things in any part of the world whether as principal, agent,
contractor or otherwise. More generally, the Company may
participate in any manner in all commercial, industrial,
Board of Directors
Kristian Siem (representative
of Treveri S.à r.l.)
Chairman
David Mullen
Senior Independent Director
Eldar Sætre
Independent Director
Elisabeth Proust Van Heeswijk
Independent Director
Niels Kirk
Independent Director
Jean Cahuzac
Independent Director
Louisa Siem
Director
This section sets out the arrangements the
Board has put in place to help ensure that it
fulfils its corporate governance obligations,
including the application oftheprinciples
of the Norwegian Code of Practice for
Corporate Governance.
Subsea 7 S.A. | Annual Report 2024
48
financial and other enterprises of Luxembourg or foreign
nationality through the acquisition by participation,
subscription, purchase, option orby any other means
of all shares, stocks, debentures, bonds or securities; the
acquisition of patents and licences which it will administer
and exploit; it may lend or borrow with or without security,
provided that any monies so borrowed may only be used
for the purposes of the Company, or companies which are
subsidiaries of or associated with or affiliated to the Company;
it may grant assistance, including, without limitation, grant
parent company guarantees, to any affiliated company and
take any measure forthe control and supervision of such
companies; in general it may undertake any operations
directly or indirectly connected withtheseobjects.”
The full text of the Company’s Articles of Incorporation,
asamended, is available onSubsea7’swebsite.
Business
The Board of Directors has set strategies and targets for
the Company’s business. Since 1 January 2021, the Group
has structured itself around its diversified strengths,
reporting through two operational business units: Subsea
and Conventional, and Renewables.
The Subsea and Conventional business unit is a global
leader in offshore energy services, delivering design, EPCI
and decommissioning projects in all water depths, operating
under the Subsea7 brand.
The Renewables business unit is an experienced partner for
the delivery of offshore wind farm projects and specialist
foundations and cable-lay services, mainly operating under
the Seaway7 brand.
Further details of the Group’s business units are outlined in
the ‘Our Strategy’ and ‘Business Unit Review’ sections on
pages 14 to17.
Board of Directors: composition and
independence
As a Luxembourg-incorporated entity, the Company does
not have a corporate assembly.
The Board of Directors comprises seven Directors.
During the year ended 31 December 2024, as permitted
by Luxembourg law, the Subsea7 employees were not
represented on the Board of Directors. The majority of the
Directors were, during the year ended 31 December 2024,
considered independent in accordance with both the rules
of the Oslo Stock Exchange, on which Subsea 7 S.A. is
listed, and the independence criteria of the Norwegian
Code of Practice for Corporate Governance.
The Board has a Senior Independent Director elected from
among its independent members to provide a sounding
board for the Chairman and to serve as an intermediary
for the other Directors when necessary.
Biographies of the individual Directors are detailed on
pages 44 to 45.
The charters of the permanent committees do not permit
executive management to be members. The composition of
the Company’s Board of Directors and the controls to avoid
conflicts of interest are in accordance with both Luxembourg
company law and good corporate governance practice.
The Board of Directors has adopted a Board Diversity
Policy, the purpose of which is to ensure an inclusive and
diverse membership of the Board of Directors and that the
Board as a whole has the skills, expertise and experience
to guide the business and strategy of the Company for the
benefit of its shareholders as a whole, having regard to the
interests of all its stakeholders.
The Board Diversity Policy, as referenced on page 43, is
applicable to the Board only but sits alongside the Company’s
Code of Conduct and associated global policies, which set
out the Company’s broader commitment to diversity and
inclusion. Other details of the Company’s practices and
initiatives in relation to diversity are disclosed on page 43.
The Board of Directors’ objective is to have at least 30%
female representation on the Board, with acommitment
to have a minimum of one female Director.
The Corporate Governance, Nominations and Risk
Committee is responsible for ensuring that the Board has
the right balance of competencies, skills, experience and
knowledge and shall, among other things, report annually,
in the Company’s Annual Report, on the implementation
of the Board Diversity Policy and other matters as required
by regulatory and statutory requirements applicable to
the Company.
Prior to proposing candidates to the relevant general
meeting for election to the Board of Directors, the Corporate
Governance, Nominations and Risk Committee seeks
toconsult with the Company’s major shareholders.
Directors are elected by a general meeting for a term not
exceeding two years and may be re-elected. Directors need
not be shareholders. At a general meeting, the shareholders
may dismiss any Director, with or without cause, at any time
notwithstanding any agreement between the Company and
the Director. Suchdismissal may not prejudice the claims
that a Director may have for indemnification as provided
for in the Articles of Incorporation or for a breach of any
contract existing between him or her and theCompany.
If there is a vacancy on the Board of Directors, the
remaining Directors appointed at a general meeting have
the right to appoint a replacement Director until the next
meeting of shareholders, which will be asked to confirm
suchappointment.
With the exception of a candidate recommended by the
Board of Directors, or a Director whose term of office expires
at a general meeting of the Company, no candidate may be
appointed unless at least three days and no more than 22
days before the date of the relevant meeting, a written
proposal, signed by a duly authorised shareholder, shall
have been deposited at the registered office of the Company
together with a written declaration, signed by the proposed
candidate, confirming his or her wish to be appointed.
The Directors of the Board are encouraged to hold shares
in the Company as the Board of Directors believes it
promotes a common financial interest between the members
of the Board of Directors and the shareholders of the
Company. Details of the Directors’ shareholdings are
on page 63.
Subsea 7 S.A. | Annual Report 2024
49
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
CORPORATE GOVERNANCE REPORT CONTINUED
The Board of Directors adheres to the Board
Charter, which setsout the instructions for
theBoard.
The main responsibilities of the Board of Directors are:
1. Setting the Values used to guide the affairs of the
Group. This includes the Group’s commitment to
achieving its health and safety vision and the Group’s
adherence to the highest ethical standards in allofits
operations worldwide.
2. Integrating environmental improvement into business
plans and strategies and seeking to embed sustainability
and climate-related matters into the Group’s business
processes.
3. Overseeing the Group’s compliance with its statutory
and regulatory obligations and ensuring that systems
and processes are in place to enable these obligations
to be met.
4. Setting the strategy and targets of the Group.
5. Establishing and maintaining aneffective corporate
structure for the Group.
6. Overseeing the Group’s compliance with financial
reporting and disclosure obligations.
7. Overseeing the risk management of the Group.
8. Overseeing Group communications.
9. Determining its own composition, subject to the
provisions of the Company’s Articles of Incorporation.
10. Ensuring the effective corporate governance of
the Group.
11. Setting the Remuneration Policy for the Directors,
including the Non-Executive Directors’ fees, as well as
the CEO’s remuneration, and approving the Remuneration
Report as proposed by the Compensation Committee.
12. Setting and approving policies.
The Board of Directors’ Charter isavailable on the
Subsea7 website.
Responsibilities during the year
During the year, the Board of Directors sets a plan for its
work forthe following year, which includes a review of
strategy, objectives and their implementation, the review
and approval of the annual budget and the review and
monitoring of the Group’s current year financial
performance. In 2025, the Board of Directors is scheduled
to convene on seven occasions, but the schedule is flexible
to react to operational or strategic changes in the market
and circumstances affecting the Group.
The Board of Directors has overall responsibility for
the management of the Group and has delegated daily
management and operations to the CEO, who is appointed
by and serves at the discretion of the Board of Directors.
The CEO is supported by the other members ofthe
Executive Management Team, further details of which
areon pages 46 to 47.
The Executive Management Team has the collective duty
to deliver Subsea7’s strategic, financial and other objectives,
as well as to safeguard the Group’s assets, organisation
and reputation. TheBoard of Directors has internal
regulations for its own operation and approves objectives
for its own work, as well as the work of the Executive
Management Team, with particular emphasis on clear
internal allocation of responsibility and duties.
It is the duty of the Executive Management Team to provide
the Board of Directors with appropriate, precise and timely
information on the operations and financial performance of
the Group in order for the Board of Directors to perform its
duties. The Board of Directors has established a Corporate
Governance, Nominations and Risk Committee, a
Compensation Committee, a Tender Committee and an
Audit and Sustainability Committee, each of which has
acharter approved by the Board of Directors. Matters are
delegated to the committees as appropriate. The Directors
appointed to these committees are selected based on their
experience and to ensure the committees operate in an
effective manner. The minutes of allcommittee meetings
are circulated to all Directors.
The performance and expertise ofthe Board of Directors
is monitored and reviewed annually, including an evaluation
of its composition and the manner in which its members
function, bothindividually and as a collegiate body. In line
with best practice, theevaluation of the performance ofthe
Board of Directors is conducted by an external facilitator
every third year. During 2024, the evaluation of the
performance of the Board of Directors was conducted by
an independent external facilitator and further details of
this can be found on page 45.
WORK OF THE BOARD
OF DIRECTORS
Subsea 7 S.A. | Annual Report 2024
50
Risk management and internalcontrol
The Board of Directors acknowledges its responsibility for
the Group’s identification and management of risk along
with the system of internal control and for reviewing the
effectiveness of this system. The Group’s system of internal
control is designed to manage, rather than eliminate, the
risk of failure to achieve business objectives and can only
provide reasonable, not absolute, assurance against
material financial misstatement or loss. The Board of
Directors carries out an annual review of the Group’s most
important areas of exposure to risk and its internal control
arrangements, having regard to thechanging nature of risks
and the Group’s ability to cope with them.
The Group adopts internal controls appropriate to its
business activities and geographical spread. The key
components of the Group’s system of risk management
and internal control are described in the ‘Risk Management’
section on pages 24 to 41. The Group has in place clearly
defined lines of responsibility and limits of delegated
authority. Comprehensive procedures provide for the
appraisal, approval, control and review of capital expenditure.
An Executive Risk Committee meets bi-annually to review
and discuss the Group’s risk and risk management procedures
and reports to the Board. The Executive Management Team
also meets with functional senior management on aregular
basis to discuss particular issues, including key operational
and commercial risks, health and safety performance,
sustainability and climate-related matters, environmental
factors, and legal and financial matters.
The Group has a comprehensive annual planning and
management reporting process. A detailed annual budget
is prepared in advance of each year and supplemented by
forecasts updated during the course of the year. Financial
results are reported monthly totheExecutive Management
Team and quarterly to the Board of Directors and compared
to budget, forecasts, market consensus and prior year results.
The Board of Directors reviews reports on actual financial
performance and forward-looking financial guidance.
The Board of Directors derives further assurances from
the reports of the Audit and Sustainability Committee.
The Audit and Sustainability Committee has been delegated
responsibility to review the effectiveness of the internal
financial control systems implemented by management and
is assisted by the Group’s internal audit function and the
external auditor where appropriate.
Sustainability
In accordance with its charter detailed on page 50, the
Board of Directors is responsible for guiding the Company’s
strategy and setting targets in relation to sustainability and
climate-related matters, and when defining the objectives,
strategies and risk profiles for the Company’s business
activities, sustainability impacts, risks and opportunities
are considered.
During 2024, the remit of the Audit Committee was
expanded to include oversight of sustainability matters and
the committee was renamed as the Audit and Sustainability
Committee. The extended responsibilities include among
others, monitoring sustainability reporting processes and
the effectiveness of internal controls and risk management
regarding the sustainability reporting process. The Audit
and Sustainability Committee provides a report to the Board
of Directors after every meeting and this enables a clear
communication channel to the Board of Directors.
As detailed on page 53, the Audit and Sustainability
Committee is chaired by Mr Eldar Sætre, who has recent
and relevant experience in sustainability matters as detailed
in his biography on page 44. Additionally, as summarised on
page 43 an assessment of the skills, expertise and
experience of the Board of Directors was carried out during
2024, and sustainability skills and expertise were reviewed
as part of the assessment. The results revealed that six out
of seven Directors have sustainability skills and experience
of direct relevance to the Company’s material impacts, risks
and opportunities, including, but not limited to, climate
strategy, health and safety, diversity and inclusion, labour
practices and human rights, and cybersecurity and privacy.
Director’s biographies, which provide further details of their
experience, are available on pages 44 to 45.
At management level, an Executive Sustainability Committee,
comprised of the Executive Management Team meets
regularly to review and discuss the Group’s sustainability
procedures and reports to the Board. Sustainability and
climate-related matters represent a permanent feature on
every routine Board agenda, allowing the Board of Directors
to monitor and oversee the Company’s progress in relation
to its sustainability strategy and targets. This is in line with
the Board’s aim to carry out business in a manner that is
sustainable for the Company’s shareholders, having regard
to financial, social and environmental considerations.
You can read further about sustainability governance on
page 53.
Subsea 7 S.A. | Annual Report 2024
51
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
CORPORATE GOVERNANCE REPORT CONTINUED
CORPORATE GOVERNANCE,
NOMINATIONS AND RISK
COMMITTEE
Board of Directors and recommending to the Board
ofDirectors any changes and/or additions thereto
that it believes are desirable and/or required. These
governance guidelines include the following:
—
How the Board of Directors isselected and
compensated (for example, the size of the Board,
Directors’ compensation, qualifications, independence,
retirement and conflicts of interest).
—
How the Board of Directors functions (for example,
procedures for Board meetings, agendas, committee
structure and format and distribution ofBoard
materials).
—
How the Board of Directors interacts with
shareholders and management (for example,
selection and evaluation of the CEO, succession
planning, communications with shareholders and
access tomanagement).
6. Overseeing the annual evaluation of the Board
ofDirectors’ performance.
7. Overseeing all aspects of Subsea7’s compliance and
ethics programme. This includes a regular review of
the structure of the compliance function, the scope
of its activities and the effective implementation of the
programme (including procedures for employees to
raise concerns about breaches of the Group’s Code
of Conduct and for such concerns to be investigated
and remediated).
8. Overseeing Subsea7’s risk management framework and
periodically reviewing the priority risks, including:
—
a regular review with the Head of Insurance and
Risk, to discuss the performance and focus areas of
the Executive Risk Committee as well as emerging
risks; and
—
approval of the content for the ‘Principal Risks’
section of the Company’s Annual Report.
9. Annually reviewing the Committee’s own performance.
The Corporate Governance, Nominations and Risk
Committee Charter isavailable on the Subsea7 website.
The Board of Directors has established
a Corporate Governance, Nominations and
Risk Committee. The composition of this
Committee is for the Board of Directors to
determine in accordance with the Company’s
Articles of Incorporation. The Board of
Directors believes that the committee,
comprising certain members of the Board
of Directors, the majority of whom are
independent of the Company’s main
shareholders, has the most suitable level of
understanding of the Company to carry out
the duties of the committee.
The Corporate Governance, Nominations and Risk
Committee’s main responsibilities are:
1. Actively seeking and evaluating individuals qualified to
become Directors of the Company and nominating
candidates to the Board of Directors.
2. Periodically reviewing the composition and duties of the
Company’s permanent committees and recommending
any changes to the Board of Directors.
3. Periodically reviewing the compensation of the Non-
Executive Directors and making any recommendations
to the Board of Directors.
4. Annually reviewing the duties and performance of the
Chairman of the Board and recommending to the Board
ofDirectors a Director for election by the Board of
Directors tothe position ofChairman of the Board.
5. Annually reviewing the Company’s corporate
governance guidelines, procedures and policies for the
Committee members
David Mullen
Committee Chairman
Kristian Siem
Niels Kirk
Subsea 7 S.A. | Annual Report 2024
52
AUDIT AND SUSTAINABILITY
COMMITTEE
4. Reviewing the quarterly, half-yearly and annual
Consolidated Financial Statements of the Group
before their approval by the Board ofDirectors.
5. Informing the Board of Directors of the outcome of the
statutory audit and explaining how the statutory audit
contributed to the integrity of financial reporting and
the role of the Committee inthat process.
6. Reviewing and monitoring the independence of the
external auditor, in particular with respect to the
appropriateness of the provision of additional non-audit
services to the Company and the Group, and putting in
place procedures and making recommendations with
respect to the selection and appointment of the
externalauditor.
7. Reviewing the report from the external auditor on key
matters arising from the Group and the Company
statutory audits.
8. Dealing with complaints received directly or via
management, including information received confidentially
and anonymously, in relation to accounting, financial
reporting, internal controls and external audit issues.
9. Reviewing the disclosure oftransactions involving
relatedparties.
10. Monitoring sustainability reporting processes and the
effectiveness of internal controls and risk management
regarding the sustainability reporting process.
11. Annually reviewing the Audit and Sustainability
Committee’s own performance.
The Audit and Sustainability Committee Charter is available
on the Subsea7 website.
The terms of reference of the Audit and Sustainability
Committee, as set out in the Audit and Sustainability
Committee Charter, satisfy the requirements of applicable
law and are in accordance with the Company’s Articles
of Incorporation.
The Chairman of the Audit and Sustainability Committee is
Mr Eldar Sætre, whose biography can be found on page 44.
The Board of Directors has determined that Mr Sætre is the
Audit and Sustainability Committee’s financial expert and is
competent in accounting and audit practice, with recent and
relevant financial experience. The Audit and Sustainability
Committee Charter requires that the Audit and Sustainability
Committee shall consist of not less than three Directors.
The Audit and Sustainability Committee meets at least four
times a year, and its meetings are attended by representatives
of the external auditor and by the head of the Group’s
internal audit function.
The Audit and Sustainability Committee is
responsible for ensuring that the Group has
an independent and effective external and
internal audit process. TheAudit and
Sustainability Committee supports the
Board of Directors in the administration and
exercise of its responsibility for supervisory
oversight of financial reporting and internal
control matters and to maintain appropriate
relationships with the external auditor.
A majority of the Audit and Sustainability
Committee, including the Chairman, are
independent as required by Luxembourg law.
The Audit and Sustainability Committee’s main
responsibilities include:
1. Monitoring the financial reporting process and
submitting recommendations or proposals to ensure
its integrity.
2. Monitoring the effectiveness of the Company’s and the
Group’s internal quality controls, internal audit function,
financialcontrolsframework and, where applicable, risk
management systems.
3. Monitoring the statutory audit of the Company’s Annual
Accounts and the Consolidated Financial Statements
of the Group, inparticular its performance, taking
into account any findings and conclusions ofthe
competent authority.
Committee members
Eldar Sætre
Committee Chairman
David Mullen
Elisabeth Proust VanHeeswjik
Subsea 7 S.A. | Annual Report 2024
53
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
CORPORATE GOVERNANCE REPORT CONTINUED
COMPENSATION COMMITTEE
The Compensation Committee’s main responsibilities are:
1. Annually reviewing and approving the compensation
paid to the executive officers of the Company, with
the exception of the CEO where theCompensation
Committee may make a recommendation tothe Board
of Directors.
2. Reviewing the CEO’s performance against objectives
and making a proposal to the Board of Directors for
the CEO’s compensation based onitsevaluation.
3. Overseeing the Company’s remuneration plans in
accordance with the objectives of the Company and
making recommendations to the Boardof Directors.
4. Reviewing remuneration plans and programmes and
making recommendations to the Board of Directors
regarding existing executive officer’s compensation
plans and regarding the adoption of new plans or
programmes relating toexecutive officers.
5. Recommending to the Board of Directors the terms
of any contractual agreements and other similar
arrangements that may be entered into with executive
officers of the Company and its subsidiaries.
6. Approving appointments of the CEO, the CEO’s direct
reports and certain other roles.
7. Approving the Remuneration Report to be included
in the Company’s Annual Report.
8. Annually reviewing the Compensation Committee’s
own performance.
The Compensation Committee Charter is available on the
Subsea7website.
The Compensation Committee is a committee
of the Board ofDirectors that has been
established to assist in developing a fair
compensation programme for executive
officers and to ensure compliance withlegal
requirements as tothe compensation of
executive officers.
Committee members
Kristian Siem
Committee Chairman
Jean Cahuzac
Niels Kirk
Subsea 7 S.A. | Annual Report 2024
54
TENDER COMMITTEE
The Tender Committee’s main responsibilities are:
1. Assessing tenders meeting specific financial and risk
criteria as set by the Board of Directors.
2. Determining on behalf of the Board of Directors whether
or not to authorise the CEO/management to proceed
withsuch tenders, based on asummary of the tender
provided by management addressing key items including
margin, contingency, risk assessment and cash flow.
3. Calling for any further information that it may
require from management in arriving at a decision
on proposed tenders.
4. Communicating the outcome of each tender review
tomanagement as soon asreasonably possible.
The Tender Committee Charter is available on the
Subsea7 website.
The Tender Committee has been established
by the Board of Directors to review tenders.
Dependent on the tender value and complexity
(such as technology and partnering), the
Company has escalating levels of approval
requirements. Tenders meeting specific
financial and risk criteria must be reviewed
and approved by the Tender Committee.
Committee members
Kristian Siem
Committee Chairman
Jean Cahuzac
Eldar Sætre
Subsea 7 S.A. | Annual Report 2024
55
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
CORPORATE GOVERNANCE REPORT CONTINUED
COMMUNICATION WITH
STAKEHOLDERS
Implementation and reporting on corporate
governance
Subsea 7 S.A. acknowledges the division of roles between
shareholders, the Board of Directors and the Executive
Management Team. The Group further ensures good
governance isadopted by holding regular Board of
Directors’ meetings, which the Executive Management
Team attends and at which strategic, operational and
financial matters are presented.
The Group’s vision is: To make possible the global delivery
ofoffshore energy for today andtomorrow.
The Group’s Values are safety, integrity, sustainability,
innovation, performance and collaboration.
In pursuit of the six Values, theGroup has an Ethics
Policy Statement and a Code of Conduct which reflect its
commitment to clients, shareholders, employees and other
stakeholders to conduct business legally, and with integrity
and honesty. The Ethics Policy Statement and the Code of
Conduct were approved by the Board of Directors, were
issued to all Directors, officers and employees, and are
subject toperiodic review and updating.
General meetings
The Company’s Articles of Incorporation provide that the
AGM shall be held within six months from the end of the
financial year and in 2025 it will beheld on 8 May.
The notice of meeting and agenda documents for the AGM
are posted on the Group’s website (and published in such
media as selected by the Board of Directors and in the
Luxembourg official gazette (RESA)) at least 30 days prior
to the meeting. Documentation from previous AGMs is
available on the Subsea7 website.
All shareholders that are registered with the Norwegian
Central Securities Depository System receive a written
notice of the AGM. The record date for common
shareholders will be 14 days before the AGM at midnight
(Luxembourg time), with a differing deadline for ADR
holders. Subject to the procedures described in the Articles
of Incorporation, all shareholders holding individually or
collectively at least 5% of the issued shares have the right
to add items to the agenda of the AGM and draft
resolutions for items included, or to be included, in the AGM.
All shareholders on the register as at the record date will be
eligible to attend in person, or vote by proxy, at the AGM.
Proxy forms are available and may be submitted by eligible
shareholders. The forms allow separate voting instructions
to be given for each proposed resolution to one of the
representatives indicated on the proxy form and also allow
a person to be nominated to vote on behalf ofshareholders
as their proxy. There will be a separate vote for each
candidate nominated for election to the Board of Directors.
Details will be provided in the resolutions and supporting
information distributed to shareholders ahead of theAGM.
Under Luxembourg law, there are minimum quorum
requirements for extraordinary general meetings but no
minimum quorum requirement for AGMs. Decisions will be
validly made at the AGM regardless of the number of shares
represented if approval is obtained from a majority of the
votes of those shareholders who are present or represented.
The Articles of Incorporation of the Company provide that
the AGM will be chaired by the Chairman of the Board of
Directors. However, the Board of Directors ordinarily
delegates authority to the Company Secretary to chair the
AGM. If a majority of the shareholders request an alternative
independent chairman, one will be appointed.
At the AGM, the shareholders, inter alia, elect members of
the Board of Directors for nominated terms of appointment,
approve the Company’s Annual Accounts, approve the
Group’s Annual Report which includes the Consolidated
Financial Statements, discharge the Directors from their
duties for the financial year, approve (by an advisory vote)
the Company’s Remuneration Report and the Company’s
Remuneration Policy, and approve the statutory auditor’s
appointment. In accordance with Luxembourg law and the
Company’s Articles ofIncorporation, the Chairman ofthe
Board is elected by the Board of Directors based on its
insight into who has the most suitable level of understanding
of the Company to carry out the dutiesoftheChairman.
Subsea 7 S.A. | Annual Report 2024
56
Equity and dividends
Shareholders’ equity
Total shareholders’ equity on 31 December 2024 was
$4.3 billion (2023: $4.4 billion) which the Board of Directors
believes is satisfactory given the Group’s strategy,
objectives and risk profile.
Dividend policy
It is Subsea7’s objective to give its shareholders an attractive
return on their invested capital. The Group’s commitment to
returning capital to shareholders is confirmed in its formal
Dividend Policy to pay a regular dividend of NOK 6.00 per
share each year. Dividends will normally be paid in two
instalments – in the month following the AGM and six
months thereafter.
At the AGM on 8 May 2025 shareholders will be asked to
approve the payment of a dividend of NOK 13.00 per share.
Equity mandates
At the extraordinary general meeting held on 18 April 2023,
the Board of Directors’ authority to approve the purchase
of the Company’s shares up to a maximum of 30,000,000
common shares (representing approximately 10% of the
issued common shares as of 17 March 2023) was granted
until 18 April 2025. This authority is subject to certain
purchase price conditions and is conditional on such
purchases being made in open market transactions through
the Oslo Stock Exchange, subject to certain limitations. The
Board of Directors was also granted authority for a period
ending on 18 October 2025 to cancel shares repurchased
under such authorisation and to reduce the issued share
capital through such cancellations.
At the same extraordinary general meeting the Company’s
shareholders approved the renewal of the authorised
share capital at $900,000,000 (including the issued share
capital) with authority for the Board of Directors to issue
new common shares within the authorised unissued share
capital and with any authorised but unissued common
shares lapsing on 5 May 2025. Additionally, the Board of
Directors was authorised to issue new shares within the
authorised unissued share capital. The Board of Directors
was authorised to waive, suppress or limit existing
shareholders’ preferential subscription rights up toa
maximum of 30,000,000 common shares (representing
approximately 10% of the issued common shares as of
17 March 2023). These authorisations were granted for
a period of two years, expiring on 5 May 2025, to reduce,
inter alia, the administrative burden of convening an
extraordinary general meeting annually.
An extraordinary general meeting will be held on 8 May
2025 at which it will be proposed that the shareholders
approve the renewal of all of the above authorisations,
which will otherwise lapse in 2025.
Equal treatment of shareholders and
transactions with close associates
One class of shares
The Company has one class of shares that are listed on
the Oslo Stock Exchange. Each share carries equal rights
including an equal voting right at annual or extraordinary
general meetings ofshareholders of the Company. No shares
carry any special controlrights. The Company’s Articles of
Incorporation contain no restrictions on voting rights.
Share issues
The Board of Directors is authorised to suppress the
pre-emptive rights of shareholders under certain
circumstances and within the limits set out previously.
This is toallow flexibility to deal with matters deemed
to be in the best interest ofthe Company.
In the event of the Board of Directors resolving to issue
new shares and waive the pre-emptive rights of existing
shareholders, the Board of Directors intends to comply with
the recommendation of the Norwegian Code of Practice for
Corporate Governance that the justification for such waiver
is noted in the stock exchange announcement relating to
such ashare issue.
Related party transactions
Any transactions between the Group and members of
the Board of Directors, executive management or close
associates are detailed in Note 33 ‘Related party
transactions’ to the Consolidated Financial Statements.
The Charter of the Board of Directors contains provisions
on how the Board of Directors and executive management
will handle agreements between the Company and related
parties, and the Board of Directors will, from time to time,
determine the necessity of obtaining third-party valuations
on transactions between the Company and related parties.
Any material transaction between the Company and a
related party shall be subject to the prior approval of the
Board of Directors, unless entered into in the ordinary
course of business and concluded on normal market terms,
in which case the Board of Directors shall establish an
internal procedure to periodically assess whether
theseconditions are fulfilled.
The Group’s Code of Conduct requires any Director or
employee to declare if they hold any direct or indirect
financial interest in any transaction entered into by the
Group. Under Luxembourg law, Directors may not vote on
transactions in which they have a direct or indirect financial
interest conflicting with that oftheCompany.
Subsea 7 S.A. | Annual Report 2024
57
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
CORPORATE GOVERNANCE REPORT CONTINUED
Freely negotiable shares
Subsea 7 S.A.’s shares are traded as common shares on
the Oslo Stock Exchange and as ADRs over the counter
in the US.
All shares are freely negotiable. The Articles of Incorporation
contain no form of restriction onthe negotiability of shares
intheCompany.
Auditor
The external auditor meets the Audit and Sustainability
Committee annually regarding the planning and preparation
of the audit of the Group’s Consolidated Financial
Statements and the Company’s Annual Accounts.
The Audit and Sustainability Committee members hold
separate discussions with theexternal auditor during the
year without members of the Executive Management
Team being present. The scope, resources and level of fees
proposed by the external auditor in relation to the Group’s
and the Company’s audits and related activities are
approved bythe Audit and Sustainability Committee.
The Audit and Sustainability Committee recognises that
it is occasionally in the interest of the Group to engage
its external auditor to undertake certain non-prohibited
non-audit assignments. Fees paid to the external auditor
foraudit and non-audit services are reported in Note 6 ‘Net
operating income’ to the Consolidated Financial Statements,
which are in turn approved at the AGM. The Audit and
Sustainability Committee also requests the external auditor
to confirm annually in writing that the external auditor
remains independent.
In 2022, a formal tender for a five-year engagement for the
role of the Company’s external auditor was conducted, and
a contract was awarded. The external auditor’s appointment
will be approved annually at the AGM.
Takeovers
Subsea 7 S.A.’s Board of Directors endorses the principles
concerning equal treatment of all shareholders. In the event
of a takeover bid, itisobliged to act in accordance with the
requirements of applicable Luxembourg and Norwegian law
provisions and in accordance withthe applicable principles
forgood corporate governance.
The Company has been notified of the following significant
shareholders who control 5% ormore of the voting rights
(i.e.totalshares excluding shares held in Treasury) of
theCompany:
%
(a)
Siem Industries S.A. 24.0
Folketrygdfondet 9.1
a. Information is correct as of 31 December 2024.
Additionally, based upon notifications submitted to the
Company, pursuant to Articles 8, 9, 12 or 12a of the
Luxembourg Transparency Law the following shareholders
hold more than 5% ofthe voting rights in the Company:
%
(a)
Elliott Investment Management L.P. 10.0
a. Based upon notifications submitted to the Company, the information is
correct as of 31 December 2024.
Information and communications
Subsea 7 S.A.’s Board of Directors concurs with the
principles of equal treatment of all shareholders and the
Group is committed to reporting financial results and
other information on an accurate and timely basis. The
Group provides information to the market through quarterly
and annual reports, investor and analyst presentations
which are available to the media, and operational and
financial information available onSubsea7’s website.
Announcements are released through notification to the
company disclosure systems ofthe Oslo Stock Exchange
and the Luxembourg Commission deSurveillance du
Secteur Financier, and simultaneously on the Subsea7
website. As a listed company, the Company complies with
the relevant regulations regarding disclosure. Information
isonly provided in English.
The Company complies in all material respects with
‘The Oslo Børs Code of Practicefor IR’, which is available
atwww.oslobors.no.
Directors’ and Chief Executive Officer’s
responsibility statement
We confirm that, to the best of our knowledge,
the Consolidated Financial Statements and the
Unconsolidated Financial Statements for the year
ended 31 December 2024 have been prepared in
accordance with current applicable accounting
standards and give a true and fair view of the
assets, liabilities, financial position and results of the
Company and the Group taken as a whole. Wealso
confirm that, to the best of our knowledge, the 2024
Annual Report, Consolidated Financial Statements
and Unconsolidated Financial Statements include a
fair review of the development and performance of
the business and the position of the Group, together
with a description of the principal risks and
uncertainties facing the Group.
By order of the Board of Directors of Subsea 7 S.A.
Kristian Siem
Chairman
John Evans
Chief Executive Officer
Subsea 7 S.A. | Annual Report 2024
58
REMUNERATION REPORT
REMUNERATION REPORT
Letter from the Chairman of the Compensation
Committee
As Chairman of the Compensation Committee, I am pleased to
present the Board’s report on Subsea7’s Executive Officers’
remuneration, as well as that of the Non-Executive Directors
of Subsea 7 S.A. for the year ended 31 December 2024 (the
2024 Remuneration Report), which will be submitted for
advisory vote to shareholders at the 2025 AGM. During 2023,
the Board and the Company’s shareholders approved Subsea
7 S.A. Directors’ remuneration policy (the Remuneration Policy)
applicable to Executive Officers and Non-Executive Directors
of the Company. The intention is for the Remuneration Policy
to be effective for the years 2023, 2024, 2025 and 2026, if no
material changes are contemplated. At the 2024 AGM, the
Company’s shareholders approved by an advisory vote the
2023 Remuneration Report.
2024 Overview
To support the delivery of our strong backlog and securing
of specialist skills to achieve our energy transition goals,
2024 has seen continued focus on global recruitment and
retention of our existing talent through further enhancing
our Being7 offering.
The Annual Salary Review conducted in 2024 recognised
local inflation levels, ensured alignment with the external
market and recognised our people for their contributions
to Subsea7’s goals.
The Short Term Incentive Plan 2024 (STIP 2024) triggers
for payment were met. A payout will be made to all
participants in 2025, taking into account the achievement of
plan measures and individual performance and contribution
to business goals.
The Long Term Incentive Plan 2021 award (LTIP 2021)
measured Total Shareholder Return (TSR) against a peer
group, and Return on Average Invested Capital (ROAIC)
over a performance period of three years from 1 July 2021
to 30 June 2024. As a result of the partial achievement of
one of the two performance metrics, vesting occurred.
In 2024, to continue to retain and incentivise Subsea7’s
leaders and key employees, awards (LTIP 2024 Awards)
were made under the 2022 Long Term Incentive Plan (2022
LTIP Plan). LTIP 2024 Awards were made to approximately
150 leaders and key employees to incentivise and reward
participants over the long term for sustained performance,
delivery of the business strategy and shareholder value.
The performance conditions included those within the
existing plan: TSR, Cash Conversion Ratio (CCR) and
ROAIC; however, as permitted by the plan rules, the
Compensation Committee approved an adjustment to the
weightings of each performance metric. The weightings of
each performance metric were adjusted to reflect the
significance of each as a measure of our business success.
LTIP 2024 Awards were effective 1 October 2024 with a
three-year performance period from 1 July 2024 to 30 June
2027 for all performance measures.
Remuneration arrangements for 2025
In relation to 2025, the structure of remuneration
arrangements will be in line with that of 2024 and as
detailed in the Remuneration Policy.
In 2025, our Annual Salary Review process will ensure
continued focus on attracting and retaining our talent,
ensuring that Subsea7 is an attractive company to work
for. In 2024, we developed and implemented a new job
architecture, which is a detailed framework that reflects
the roles we have in our business in an accurate, globally
consistent way. This enables us to understand and evaluate
our roles accurately and will help us to ensure the alignment
of our salaries against the local external markets during the
Annual Salary Review process in 2025.
The Company will continue to operate its annual Short
Term Incentive Plan with targets set by the Compensation
Committee. The current performance conditions for
Executive Officers will continue to be based upon the
following metrics and weightings: Financial performance
(45%), Project performance (20%), Safety performance
(10%) and Personal objectives (25%).
The Company will continue to operate its 2022 LTIP Plan
as approved at the AGM in 2022. The current performance
conditions for Executive Officers will continue to be based
upon the following metrics: Total Shareholder Return, Cash
Conversion Ratio and Return on Average Invested Capital.
The full details of 2024 remuneration can be read in the
following report. On behalf of the Compensation Committee
and the Board of Directors, we hope you find this report
clear and informative.
Subsea 7 S.A. | Annual Report 2024
59
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
REMUNERATION REPORT CONTINUED
2024 Remuneration
The Group’s Remuneration Policy is set by the Compensation
Committee and is designed to provide remuneration
packages which will help to attract, retain and motivate our
people to achieve the Group’s strategic objectives and to
enhance shareholder value. The Compensation Committee
also seeks to ensure that the Remuneration Policy is applied
consistently across the Group and that remuneration is fair
and transparent, while encouraging high performance.
The Compensation Committee benchmarks Executive
Officers’ remuneration against comparable companies
and seeks to ensure that the Group offers rewards and
incentives which are competitive with those offered by
the Group’s peers.
Remuneration is composed of base salary, benefits, pension,
and short-term and long-term incentives. The Short Term
Incentive Plan and Long Term Incentive Plan are managed
at a group level and overseen by the Compensation
Committee with approval by the Board of Directors.
Further details can be found in the Remuneration Policy
at www.subsea7.com.
Annual Salary Review
The Annual Salary Review is a key annual process that
allows the Group to recognise our employees’ performance
through an increase to base salary in line with Group
performance and individual contribution, with an
understanding of local market rates.
In the third quarter of 2024, we applied a salary increase
that reflected general inflation, market conditions and
recognised our people for their contributions to Subsea7’s
goals. As a result of the continued competitive labour
market, we recognised increases in some external local
markets and specialist functions, and performed
adjustments where appropriate.
In line with the Annual Salary Review process, outlined in
the Remuneration Policy, along with the approach taken
in the wider organisation, the CEO and CFO received an
increase to base salary effective 1 July 2024. The base
salary adjustments were reviewed and approved by the
Compensation Committee taking into account:
The individual’s role, performance and experience
Business performance, and the external environment
Base salary increases across the Group
Base salary levels for comparable roles at relevant,
comparable businesses.
In 2024, a more in-depth market study was carried out on
the CEO and CFO roles, and it was determined that there
was a large gap to the market for comparable roles, which
resulted in higher than average increases.
The CEO was awarded a 12% increase to base salary,
resulting in a new annual salary of $831,743.
The CFO was awarded a 17% increase to base salary,
resulting in a new annual salary of $575,822.
Note: payments are made in GBP. The amounts have been
translated into USD using an average exchange rate of
0.781 for the year.
Benefits and pension
Benefits and pension awarded to the CEO and CFO during
2024 were in accordance with the Remuneration Policy.
Benefits included private healthcare, life insurance, personal
accident insurance and a car allowance, along with the
opportunity to purchase additional flexible benefits.
The CEO received a cash allowance in lieu of a pension
contribution, in line with the Company’s policy in the UK on
lifetime allowances, which is paid less applicable employer
national insurance contributions. The CFO received a cash
allowance in lieu of pension contributions, less applicable
employer national insurance contributions, for six months
during 2024. For the remaining six months, the CFO
participated in the UK defined contribution pension plan.
Short Term Incentive Plan
The Group operates a Short Term Incentive Plan (STIP), an
annual bonus scheme, with targets set by the Compensation
Committee. Thecurrent performance conditions for the
CEO and CFO are based upon the following metrics
and weightings:
Financial performance (45%)
Project performance (20%)
Safety performance (10%)
Personal objectives (25%).
Personal objectives focus on an individual’s key
contributions. Where a role has a significant contribution to
the sustainability focus areas for the Group there will be a
personal objective related to this.
The STIP also has an element for all participants of 10% of
the overall bonus, related to the safety performance of the
Group, which is a material topic for the Group. The personal
element of the STIP ranges differs per band of the person
– the more junior a position the higher the percentage of
the STIP that is related to personal objectives. For the CEO
and CFO this is 25%. For the CEO and CFO, the maximum
bonus opportunity in respect of 2024 was 150% and 100%
of base salary, respectively.
For the performance period from 1 January 2024 to
31 December 2024, the performance targets were
achieved. The Compensation Committee evaluated the
Group’s performance compared to STIP 2024 targets and
recommended approval of payment of the STIP 2024
bonuses to the Board of Directors.
Based on the performance outcome against STIP 2024
targets, the bonus for the CEO was 98% of base salary,
resulting in a payment of $731,934. For the CFO, the bonus
was 67% of base salary, resulting in a payment of $383,881.
Note: payments are made in GBP. The amounts have been
translated into USD using an average exchange rate of
0.781 for the year.
Subsea 7 S.A. | Annual Report 2024
60
REMUNERATION REPORT CONTINUED
Long Term Incentive Plan
The Group operates a Long Term Incentive Plan (LTIP).
The LTIP provides for conditional share awards based upon
performance conditions over a three-year performance
period. The 2018 Long Term Incentive Plan (2018 LTIP Plan)
was approved by the Company’s shareholders at the AGM
on 17 April 2018 and was valid for a period up to five years
until 2023. Awards under the 2018 LTIP Plan were made
in 2018, 2019, 2020 and 2021. The 2022 LTIP Plan was
approved by the Company’s shareholders at the AGM on
12 April 2022, superseding the 2018 LTIP Plan, and is valid
for a period of five years until 2027. The principles of the
plan were unchanged from previous years whereby a
conditional award of shares is made that provides for share
awards which vest over a three to five-year period subject
to performance measures.
The 2022 LTIP Plan has a five-year term with awards being
made annually in October. The aggregate number of shares
which may be granted in any calendar year is limited to
0.5% of issued share capital on 1 January of that calendar
year. The total number of shares that may be delivered
pursuant to awards under the plan shall not exceed
11,500,000. The total number of share awards and shares
granted to the CEO and CFO are recommended by the
Compensation Committee for approval by the Board of
Directors. The 2022 LTIP Plan is an essential component
of the Company’s reward strategy and is designed to align
the interests of participants with those of Subsea7’s
shareholders; it also enables participants to share in
the success of the Company.
The 2022 LTIP Plan provides for conditional awards of
shares based upon performance conditions measured
over a performance period of three years. Performance
conditions are based upon three measures and weightings,
all tied to the Company’s financial performance and
competitiveness and as determined by the Compensation
Committee. During 2024 the Compensation Committee
approved the following revised weightings to apply to the
LTIP 2024 Awards under the terms of the 2022 LTIP Plan:
Total Shareholder Return (50%)
Cash Conversion Ratio (30%)
Return on Average Invested Capital (20%).
All three performance conditions are determined over
a three-year period from 1 July in the year of award to
30 June three years later. Subject to the achievement of the
performance conditions, awards will vest in equal tranches
after three, four and five years from award date.
Under the terms of the LTIP, participants are not entitled
to receive dividend-equivalent payments during the
performance and holding periods. On 31 December 2024,
there were approximately 150 participants in the active LTIP
schemes (2018 LTIP and 2022 LTIP Plans). Individual award
caps are in place such that no participant may be granted
shares under the 2022 LTIP Plan in a single calendar year
that have an aggregate fair market value in excess of 150%,
in the case of the CEO, CFO and other members of the
Executive Management Team, and 100%, in the case of
other employees, of their annual base salary at the date of
the award. Additionally, a holding requirement for the CEO,
CFO and other members of the Executive Management
Team applies under which they must hold 50% of all awards
that vest until they have built up a shareholding with a market
value of 150% of their annual base salary, and this must be
maintained throughout their tenure.
Total Shareholder Return based awards
The Company must achieve a Total Shareholder Return
(TSR) ranking above the median for any awards to vest. If
the ranked TSR position of Subsea7 during the three-year
performance period, as converted to a percentage, is equal
to 50%, 20% of the share award will vest. If the ranked TSR
position of the Company is greater than 50% and below
75%, the vesting of the share award between 20% and 50%
is determined by linear interpolation. The maximum award
of 50% would vest if the Company achieved a ranked TSR
position equal to or greater than 75%.
The table below summarises the TSR performance
condition applicable to the LTIP 2024 Awards under the
2022 LTIP Plan:
Performance
Vesting level
(% of total award)
<50% Below median 0%
=50% Median 20%
>50%
<75%
Between median and
upper decile
Linear interpolation
between 20% and 50%
≥75% Upper decile 50%
TSR will be measured relative to the following peergroup:
Aker Solutions ASA
Baker Hughes Company
Fugro N.V.
Halliburton Company
Oceaneering International Inc.
Petrofac Limited
Saipem S.p.A.
Sapura Energy Berhad
SBM Offshore N.V.
Schlumberger Limited
TechnipFMC plc
Transocean Ltd.
John Wood Group PLC
Worley Limited
Cash Conversion Ratio based awards
The Cash Conversion Ratio (CCR) measures the conversion
of Adjusted EBITDA into a form of cash. The Board believes
this measure is an important addition to the LTIP as it aligns
with shareholder interests in making sure the business converts
profitability into cash generated from operations in a timely
manner. The Group can exert significant influence in achieving
this goal. Furthermore, it is clear and predictable, and, as
with the other two measures, the elements of the calculation
are readily identifiable from the Group’s Consolidated
Financial Statements.
CCR is calculated for each of the three years of the
performance period on a quarterly basis, and the table
below summarises the CCR performance condition applicable
to the LTIP 2024 Awards under the 2022 LTIP Plan:
Performance
Vesting level
(% of total award)
Below 0.7 0%
0.7 7.5%
0.9 15%
1.1 or above 30%
Vesting will be calculated on a linear interpolation basis between 0.7 and
0.9 and between 0.9 and 1.1.
Subsea 7 S.A. | Annual Report 2024
61
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
REMUNERATION REPORT CONTINUED
Return on Average Invested Capital based awards
Return on Average Invested Capital (ROAIC) is calculated
for each of the three years of the performance period on
a quarterly basis. The table below summarises the ROAIC
performance condition applicable to the LTIP 2024 Awards
under the 2022 LTIP Plan:
Performance
Vesting level
(% of total award)
Below 9% 0%
9% 2.89%
11% 8.67%
14% or above 20%
Vesting will be calculated on a linear interpolation basis
between 9% and 11% and between 11% and 14%.
Vesting of LTIP 2021 Awards
The performance conditions applicable to the share awards
granted in 2021 under the 2018 LTIP Plan that vested during
2024 were based upon two measures: Total Shareholder
Return and Return on Average Invested Capital, with a
weighting of 65% and 35%, respectively. Subject to these
performance conditions, the vested shares are transferred
to participants in equal tranches on the third, fourth and
fifth anniversaries of the award date.
The performance conditions for the vesting of the share
awards granted in 2021 under the 2018 LTIP Plan are set
out below. For LTIP 2021 awards, both performance
conditions were assessed over the three-year period,
the TSR vested at 90.65% and the ROAIC at 0%.
As a result of the partial achievement of one of the two
performance metrics over the three-year performance
period from 2021 to 2024, 58.93% of the total share
awards granted in 2021 vested during 2024.
LTIP
metric
% of
share awards
under each
metric Range Result
% of
shares
under
metric
to vest
Shares
to vest
(max over
3 years)
TSR 65% 50%-100% 84.6%
(a)
90.65% 58.93%
ROAIC 35%
9%-14%
(average %) 1.25%
(b)
––
Total 100% 58.93%
a. Subsea7 ranked 3
rd
out of the 14 companies within the selected peer
group (above the median but below the 90
th
percentile). This resulted
in 90.65% vesting forthe TSR portion – 58.93% of the total award.
b. The average over the three-year performance period was 1.25%.
This resulted in 0% vesting for the ROAIC portion.
The Compensation Committee evaluated the Group’s
performance over the performance period and
recommended approval of the LTIP 2021 Award vesting
to the Board of Directors.
During 2024, in accordance with the terms of the 2018 LTIP
Plan, shares totalling 331,560 were transferred to participants.
The table below shows the number of vested share awards
transferred to the CEO and CFO during 2024:
John Evans
Chief Executive
Officer
Mark Foley
Chief Financial
Officer
Award year 2024 2023 2024 2023
2018 (2018 LTIP Plan) – 9,568 – –
2019 (2018 LTIP Plan) 4,836 4,695 – –
2020 (2018 LTIP Plan) – – – –
2021 (2018 LTIP Plan) 9,723 – 7,779 –
Total 14,559 14,263 7,779 –
The numbers of vested share awards in the above table are gross,
andexclude the impact of income taxes and social security costs borne
by the employee.
Long Term Incentive Plan awards in 2024
Conditional share awards were made to approximately 150
leaders and key employees on 1 October 2024, comprising
1,476,800 (2023: 1,448,900) shares under the terms of the
2022 LTIP Plan.
60,000 shares were awarded to the CEO, equivalent to
115% of base salary.
45,000 shares were awarded to the CFO, equivalent to
124% of base salary.
Summary of 2024 Executive Officer remuneration
Total remuneration for the CEO and CFO in 2023 and 2024
was as follows:
John Evans
Chief Executive
Officer
Mark Foley
Chief Financial
Officer
For the year ended
(in $ thousands)
2024
31Dec
(a)(b)
2023
31Dec
(a)(b)
2024
31Dec
(a)(b)
2023
31Dec
(a)(b)
Base salary 788.5 708.0 534.8 469.0
Short-term incentive
bonus
(c)
731.9 562.0 383.9 248.3
Taxable benefits
(d)
20.7 20.0 15.9 15.5
Share-based
payments
(e)
227.6 189.2 121.6 –
Cash in lieu of
pension
(f)
69.3 62.3 21.7 13.7
Pension contributions
made by employer
(g)
– – 29.2 31.8
Total 1,838.0 1,541.5 1,107.1 778.3
a. Amounts in the table are shown gross before deductions of income
taxes and social security costs borne by the employee.
b. Payments are made in GBP. The 2024 amounts have been translated
to USD using an average exchange rate of 0.781 for the year.
c. Short-term incentive bonus in respect of performance during the year.
d. Taxable benefits represent the taxable value of benefits provided
during the year, including private healthcare insurance and car
allowances.
e. Share-based payments represents the market value of the shares
transferred to the participants during the year which vested under the
2018 Long Term Incentive Plan. The shares were transferred when
the participant met the service criteria associated with the plan.
f. In 2024 the CEO and CFO each received a cash allowance in lieu
of a pension contribution.
g. Employer pension contributions represents the cash value of defined
pension contribution payments made by the Group during the year.
Subsea 7 S.A. | Annual Report 2024
62
REMUNERATION REPORT CONTINUED
Non-Executive Director fees
Details of fees payable to Non-Executive Directors
are set out below.
Name
Annual fee
($)
Member of
Audit
Committee
(a)
Member of
other
committees
(b)
2024
31 Dec $
2023
31 Dec $
Kristian
Siem
(c)
200,000 – 15,000 215,000 215,000
Jean
Cahuzac 105,000 – 10,000 115,000 115,000
Dod
Fraser
(d)
– – – – 34,510
Niels Kirk 105,000 – 10,000 115,000 115,000
David
Mullen 125,000 6,000 5,000 136,000 136,000
Elisabeth
Proust Van
Heeswijk
(d)
105,000 6,000 – 111,000 78,810
Eldar
Sætre 105,000 14,000 5,000 124,000 121,680
Louisa
Siem 105,000 – – 105,000 105,000
a. The Chair of the Audit and Sustainability Committee receives $14,000
per annum andthe members receive $6,000 per annum.
b. Members of the Corporate Governance, Nominations and Risk
Committee, Compensation Committee and Tender Committee receive
$5,000 per annum, per committee. For details on the members of the
committees, please refer to pages 44 and 45.
c. Kristian Siem is the permanent representative of Treveri S.à.r.l. on
the Board of Directors. Treveri S.à.r.l. - a Luxembourg-incorporated
company wholly owned by Kristian Siem - was appointed Director
and Chairman on 18 April 2023.
d. Dod Fraser’s mandate expired on 18 April 2023. Elisabeth Proust Van
Heeswijk was appointed as a Director with effect from 18 April 2023.
Share ownership of the Executive Management
Team and Non-Executive Directors
Details of total performance shares and shares held inthe
Company by the Executive Management Team asat
31 December 2024 are shown in the table below.
Name
Total performance
shares
(a)
Total owned
shares
John Evans 199,742 116,625
Mark Foley 130,793 4,108
Olivier Blaringhem 122,819 26,103
Stuart Fitzgerald 122,819 41,182
Nathalie Louys 107,845 28,443
Kate Lyne 101,845 17,389
Phil Simons 122,819 13,561
Marcelo Xavier 97,107 4,588
a. Total performance shares held represent the maximum future
entitlement assuming all vesting conditions are met.
Details of shares held in the Company by the Non-Executive
Directors as at 31 December 2024 areshown in the
table below.
Name
Total
owned shares
Kristian Siem
(a)
–
Jean Cahuzac –
Niels Kirk –
David Mullen 15,000
Elisabeth Proust Van Heeswijk 830
Eldar Sætre 7,000
Louisa Siem –
a. At 31 December 2024, Siem Industries S.A., which is a company
controlled through trusts where Mr Siem and certain members
of his family are potential beneficiaries, owned 70,829,916 shares,
representing 23.6% of the total common shares of the Company.
The Non-Executive Directors are encouraged to own
shares in the Company but no longer participate in any
incentive orshare option schemes.
Subsea 7 S.A. | Annual Report 2024
63
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
64
Subsea 7 S.A. | Annual Report 2024
Contents of the
Sustainability
Statements
02
Environment
EU Taxonomy 74
ESRS E1 – Climate change 81
03
Social
ESRS S1 – Own workforce 90
ESRS S2 – Workers in the
value chain
101
04
Governance
ESRS G1 – Business conduct 107
05
Appendix
Disclosure requirements and
incorporation by reference table
114
Datapoints that derive from
other EU legislation
116
Statement on sustainability
due diligence
118
Limited assurance report on
sustainability information
119
01
General
Basis for preparation 67
Sustainability governance 67
Strategy and sustainability matters 69
Interests and views of stakeholders 69
Double materiality assessment 72
SUSTAINABILITY STATEMENTS
Introduction 66
Subsea 7 S.A. | Annual Report 2024
65
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
SUSTAINABILITY STATEMENTS
Structure of the Sustainability Statements
Subsea7’s Sustainability Statements are structured in
accordance with the applicable European Sustainability
Reporting Standards (ESRS) framework.
To support the navigation of the Sustainability Statements,
refer to the following:
ESRS 2 General disclosures – describes how
sustainability matters are governed and integrated into
the business including strategy and risk management
across multiple sustainability topics
ESRS E1 Climate change – describes how Subsea7 is
managing the impacts, risks and opportunities of climate
change including mitigating impacts and adapting the
business to actual and expected climate change
ESRS S1 Own workforce – describes matters concerning
working conditions, equal treatment and opportunities,
and other work-related rights including health and safety
ESRS S2 Workers in the value chain – describes matters
concerning value chain workers including working
conditions and other work-related rights
ESRS G1 Business conduct – describes matters
concerning corporate culture, relationships with suppliers,
political influence, lobbying, protection of whistle-blowers
and payment practices
EU Taxonomy
Describes the Group’s economic activities considered
environmentally sustainable, supporting the European
Green Deal.
Key terms and definitions
Sustainability Statements: a dedicated section of the
Annual Report where information about sustainability
matters is presented
Double materiality assessment (DMA): the double
materiality assessment considers the impacts, risks and
opportunities of relevant topics from an outside-in (financial)
and inside-out (societal/environmental) perspective
Impact, risk and opportunity (IRO): impacts refer to the
positive or negative consequences resulting from Subsea7’s
activities. Risks and opportunities
refer to the financial
influence from sustainability matters
Governance (GOV): the governance processes, controls
and procedures Subsea7 uses to monitor, manage and
oversee IROs
Strategy: how Subsea7’s strategy and business model
interact with material IROs, and how it addresses those IROs
IRO management: the processes Subsea7 undertook to
identify and assess material IROs and how these are
managed through relevant policies and actions
Value chain: a value chain encompasses the activities,
resources and relationships the undertaking uses and relies
on to create its products or services. Subsea7’s upstream
value chain refers to its suppliers and downstream value
chain refers to its clients
Value chain workers (VCW): Subsea7’s value chain
workers refers to its suppliers’ workers.
INTRODUCTION
Subsea 7 S.A. | Annual Report 2024
66
GENERAL DISCLOSURES
ESRS 2 – General
disclosures
General basis for preparation of the sustainability
statements (ESRS 2 BP-1)
Framework
Subsea7’s Sustainability Statements for the year ended
31 December 2024 are prepared in accordance with the EU
Corporate Sustainability Reporting Directive (CSRD) and its
corresponding relevant European Sustainability Reporting
Standards (ESRS). The relevant ESRS for Subsea7 have
been identified following a double materiality assessment.
Consolidation
In this report, we refer to Subsea 7 S.A. and its subsidiaries
as ‘Subsea7’, the ‘Group’ or ‘we’. This report covers the
entirety of the Group, unless otherwise noted. The Group
includes Subsea 7 S.A. (the ‘Company’) and all entities
controlled by the Company (its subsidiaries). The
Sustainability Statements are prepared on a consolidated
basis and the scope of consolidation is consistent with
that used in the preparation of the Group’s Consolidated
Financial Statements unless otherwise stated within the
relevant topical standards.
The double materiality assessment conducted in the
second half of 2023 considered Subsea7’s own operations
as well as its upstream and downstream value chains. The
Sustainability Statements presented in this report reference
the relevant parts of the value chain impacted.
Subsea7 has elected not to exclude any information
resulting from intellectual property, know-how or the
results of innovation.
Disclosures in relation to specific
circumstances(ESRS 2 BP-2)
Subsea7 adheres to the time horizons defined in ESRS 1,
section 6.4, which outlines the definitions of short, medium,
and long term for reporting purposes. When Subsea7 has
information related to specific circumstances – such as time
horizons, value chain estimations, sources of estimation and
uncertainty, this information is reported alongside the
relevant disclosures.
The year ended 31 December 2024 is the first year of
reporting under the CSRD, and there is no requirement to
report information related to the previous year.
Disclosures incorporated by reference
(ESRS 2 BP-3)
Subsea7 has included reference tables within the Appendix
on page 114 to support the navigation of its disclosures. This
includes information that is incorporated by reference to
other parts of this report.
Governance of sustainability matters
Governance structure
Board of Directors & Board committees
Executive Management Team
Risk
Committee
Reviews and
discusses the
Group’s principal
risks and the
Group’s risk
management
procedures
Ethics
Committee
Monitors the
implementation of
the compliance
and ethics and
human rights
programmes
including Speak
Up Policy
Sustainability
Committee
Promotes and
fosters a culture
that supports and
drives the
implementation of
our sustainability
ambitions and
objectives
Corporate
sustainability
team
Sustainability
priority-focused
workgroups
Global functions
and regions
Board level
Guides sustainability strategy
Management level
Defines sustainability strategy
Operational level
Facilitates implementation
of sustainability strategy
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67
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
The role of the administrative, management and
supervisory bodies (ESRS 2 GOV-1)
For information relating to this disclosure, refer to the
‘Disclosure requirements and incorporation by reference’
tables within the Appendix on page 114.
Information provided to, and sustainability
matters addressed by the administrative,
management and supervisory bodies
(ESRS2GOV-2)
Subsea 7 S.A.’s Board Charter specifies that Board meetings
shall be held at least four times per year. In 2025, the Board
of Directors is scheduled to convene on seven occasions,
but the schedule is flexible to react to operational or
strategic changes in the market and circumstances
affecting the Group. Sustainability represents a permanent
feature on every routine Board agenda, allowing the Board
of Directors to monitor and oversee the Group’s progress in
relation to its sustainability strategy and targets and aligning
with the Board’s objective to operate in a way that benefits
the company shareholders while considering financial,
social, and environmental factors.
In 2024, the Board participated in various sustainability
initiatives, including a review of progress made during 2023
against sustainability objectives, and approved the topics
considered material to the Group based on the double
materiality assessment conducted. Following the decision,
in late 2024, to expand the remit of the Audit Committee to
include oversight of sustainability and rename the committee
as the Audit and Sustainability Committee, going forward
the Board will receive further assurances and updates on
sustainability from the reports of the Audit and Sustainability
Committee. In accordance with its charter, the Audit and
Sustainability Committee has been delegated responsibility
for, among other things, monitoring and reviewing the
annual sustainability disclosures (including the sustainability
disclosure process) and submitting recommendations or
proposals to ensure their integrity before their approval by
the Board of Directors, and monitoring the effectiveness of
internal controls and risk management systems regarding
sustainability disclosures.
At management level, Subsea7’s Sustainability Committee,
composed of the Executive Management Team, meets
quarterly to discuss the implementation of the sustainability
objectives and targets reporting to the CEO. Subsea7’s
Executive Vice President of Strategy and Sustainability
has the responsibility to drive the sustainability agenda
and further embed the integrated link between strategy
and sustainability in the Group. The work of the
Sustainability Committee is complemented by the work
of the Risk Committee and Ethics Committee, which helps
to align management’s approach on the material topics. A
team consisting of Subsea7’s functional leads and subject
matter experts identified and agreed on material impacts,
risks and opportunities resulting from the double materiality
assessment. This was subsequently approved by Subsea7’s
Executive Management Team.
Integration of sustainability-related performance
in incentive schemes (ESRS 2 GOV-3)
For information relating to this disclosure, refer to the Short
Term Incentive Plan on page 60 of the remuneration report.
Statement on sustainability due diligence
(ESRS 2 GOV-4)
For information relating to this disclosure, refer to Table A7
‘Statement on sustainability due diligence’, within the
Appendix on page 118.
Risk management and internal controls
oversustainability reporting (GOV-5)
Risk management
Identifying and managing risks is crucial to Subsea7’s
operations. For detailed information on Subsea7’s
approach to risk management and internal controls, refer
to the Principal Risks and Uncertainties section on pages
24 and 25. The process of risk identification is performed by
subject matter experts within various functions and technical
domains throughout the Group, and once identified, material
risks, including those related to sustainability, are reviewed
by the Risk Committee. This committee works closely
with the Sustainability Committee on risks associated
with sustainability.
Sustainability-related risks often correspond to risks that
could have a significant impact on the Group, whether these
are assessed based on financial or non-financial metrics.
These risks are managed in a similar way to all other risks,
through risk management programmes informed by
functional and technical expertise across the Group. Further
details on the Group’s risk management processes and the
roles and responsibilities are disclosed in the Principal Risks
and Uncertainties and Governance sections on pages 24 to
25 and 43 respectively.
Risk management over sustainability reporting
Subsea7’s sustainability reporting is exposed to risks including,
but not limited to, material misstatement due to human error,
incomplete data, complex reporting structures, the evolution
of the Group’s assessment criteria or misinterpretation of
reporting standards. This is mitigated through:
Clear and well-structured sustainability governance
asdescribed on page 67
Mapping of Subsea7’s disclosures to the relevant
internalsupporting evidence such as policies,
management practices and systems to support
arobustand traceable approach
Collection of sustainability information through a
dedicated sustainability team site that provides
transparency and traceability of data
The use of estimates, where possible, when information is
not available or has not been received, management will
clearly indicate where this is the case
The verification by functional leads of sustainability
information including metrics and approval by the relevant
management lead.
As this is the first reporting cycle in accordance with the
CSRD requirements and framework, there are no changes
in the process to report.
SUSTAINABILITY STATEMENTS CONTINUED
Subsea 7 S.A. | Annual Report 2024
68
Internal control over sustainability reporting
Subsea7’s systems of internal controls are shown in the
Principal Risks and Uncertainties section on page 25 and
in the Governance section on page 51.
In 2024, Subsea7 established a new role, the Integrated
Reporting Director, to enhance internal controls regarding
sustainability data and reporting. This position reports to
the Executive Vice President of Strategy and Sustainability
and the objective is to improve internal controls and
strengthen sustainability reporting, including data quality.
Management of material sustainability topics
Subsea7 is certified under ISO 9001 (Quality), 14001
(Environment), 45001 (Health and Safety), and 37001
(Anti-Bribery) standards. Subsea7 has established and
applied policies and processes through its Business
Management System (BMS) to maintain the highest levels
of health and safety, business conduct, respect for human
rights, security, environmental compliance, and quality in its
operations. The BMS framework encompasses all activities
and locations where the Group operates.
Subsea7 has designated personnel accountable for the
content within the BMS. Their responsibilities include
managing BMS content globally, conducting regular reviews
and updates of documents, and ensuring compliance with
ISO standards.
Strategy
Sustainability in our strategy, business model
and value chain(ESRS 2 SBM-1)
Subsea7 delivers project management, engineering,
procurement, fabrication and construction services across
the full lifecycle of offshore energy projects, including oil
and gas, carbon capture and storage (CCS), offshore wind,
and emerging energies.
Subsea7 contributes to the offshore energy transition
by helping to decarbonise subsea and conventional
developments, providing life-of-field services, and
electrifying offshore facilities. The Group develops
renewables and new energies sources by driving innovation
in offshore wind, CCS projects as well as hydrogen projects
studies. More information on Subsea7’s business model,
role in the value chain, market position and strategy are
described on page 2 and on pages 8 to 17.
Subsea7’s activities can impact, or be impacted by
sustainability matters, either relating to its own workforce,
or through relationships with suppliers; emissions from its
own operations; or the positive or negative impact of client
activities in which Subsea7 participates. To monitor such
impacts a number of key performance indicators (KPIs)
are defined. These are disclosed in the relevant sections
relating to reporting in line with ESRS requirements.
Subsea7’s approach to sustainability is guided by its
material topics, simplified under a three-pillar framework.
Subsea7’s products and services are aligned to its
sustainability-related goals and summarised as part
of this framework.
Subsea7 does not provide any products or services that are
banned in specific countries or regions, with due reference
to the relevant laws and regulations, and the Group complies
with all applicable trade sanctions and export controls.
Subsea7 discloses its breakdown of total revenue as
required by IFRS 8 ‘Operating segments’ in note 5 ‘Segment
information’ to the Consolidated Financial Statements.
Revenue derived from the fossil fuel sector is primarily
reported under the Subsea and Conventional business unit,
in addition this revenue is reported as non-eligible under the
EU Taxonomy disclosure in Table 2-1 on page 74.
Interests and views of our stakeholders
(ESRS 2 SBM-2)
Engaging with the Group’s stakeholders and responding
to their interests and views is important to Subsea7’s
long-term success. This involves building and maintaining
a foundation of trust and long-term relationships
with stakeholders.
Subsea7’s key stakeholders include shareholders, clients,
employees, suppliers, business partners and the society
in which it operates. By understanding Subsea7’s key
stakeholders’ interests and priorities, the Group can
better align on shared priorities and evaluate the strategic
direction within the context of stakeholders’ expectations.
As part of the Group’s ongoing engagement with
stakeholders, management aims to stay informed and
proactively address opportunities and risks identified
through regular interactions and communications. The
Group engages with its key stakeholders in a variety of
ways that are presented in Table 1-2.
The interests and views from a selection of Subsea7’s key
stakeholders were analysed during a double materiality
assessment process. This involved engaging with a diverse
group of internal and external stakeholders from various
segments of the value chain. The assessment provided
insights into the most relevant topics for different
stakeholders, enabling Subsea7 to further align its business
priorities with stakeholders’ expectations. It also assisted
management to prioritise key topics that offer mutual value
to stakeholders. For further details on how management
engaged with stakeholders during the double materiality
assessment, refer to ‘Materiality assessment (ESRS 2
IRO-1) on page 72.
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69
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
Table 1-2 – Engagement with stakeholders
Engagement with
stakeholders
Engagement channels
and purpose
Expected outcomes
Existing shareholders,
lenders and potential
investors
We engage with investors and the financial
markets through presentations, briefings,
roadshows, and regular financial reporting.
We provide updates via our website and on
sustainability performance via ESG rating
surveys. We also occasionally host site visits
to specific parts of our business, and we
commission third-party perception studies
to help inform our engagement efforts.
Increasing investor understanding
of the business and confidence
in its long-term strategy
Securing borrowing facilities and
stable financial backing
Maintaining transparency by
regular reporting including our
financial, operational and
sustainability progress.
Clients
Client engagement is part of Subsea7’s
daily operational workflow through regular
meetings, ongoing dialogues with client’s
representatives, addressing sustainability
requests through criteria in tender processes,
participating in audits, and establishing
early-stage alliances. Industry insights
and discussions help us understand client
risks and opportunities, aligning with
end-user interests.
High client satisfaction and
retention rates
Enhanced client experience
and engagement
Addressing clients’ needs
and concerns
Driving innovation, collaboration
and partnerships.
Employees
We engage with employees through annual
employee surveys, regular performance
reviews, regular newsletters and
communication sessions (such as town
halls). These engagements are performed by
leadership teams as well as by line managers.
We also consult internal experts on
sustainability-related impacts, risks and
opportunities, support employee needs via
HR teams and platforms, and provide learning
and development opportunities.
Promote a culture of safety
and integrity
High employee satisfaction and
reduced turnover rates
Increased employee engagement
and productivity.
Suppliers
We engage with our suppliers through regular
operational interactions, Supplier Integrity
Days and our Code of Conduct for Suppliers.
Additionally, we conduct HSSEQ audits of our
critical suppliers, which can take place during
the entire supplier lifecycle.
Supplier adherence to Subsea7’s
business conduct standards
Improved supply chain efficiency
and quality of products and services
Stronger collaborative relationships.
Public and regulatory
agencies
We follow updates from regulators and
other relevant public authorities to ensure
compliance with applicable regulations in
the countries where we operate.
Managing legal risks
Ensuring Subsea7 upholds the
highest standards of legal and
ethical conduct
Promoting responsible business
practices in the areas of the
environment, human rights and
anti-corruption.
Business and trade
associations
We actively engage with businesses and
trade associations for networking, advocacy,
resources, and broader industry interests.
Organisations such as the International
Maritime Contractor Association (IMCA)
offer valuable industry-specific insights and
opportunities for exchange within the industry.
We also participate in business-led coalition
and industry-led committees, such as those
focused on the environment (including GHG
emissions), human rights and worker welfare.
Additionally, we seek innovative business
partnerships to enhance our capabilities and
explore new collaboration opportunities.
Remain informed on industry
developments and emerging
challenges
Access trends in innovation
Accelerate our efforts in energy
transition and decarbonisation
Contribute to innovation
through partnerships.
SUSTAINABILITY STATEMENTS CONTINUED
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70
Engagement with
stakeholders
Engagement channels
and purpose
Expected outcomes
Not-for-profit
organisations, non-
governmental
organisations (NGOs),
specialised agencies,
and academic
institutions
We engage with not-for-profit organisations,
NGOs and academic institutions to drive
positive social and environmental impacts
through partnerships, joint projects, research
collaborations and internships. Notable
engagements include the United Nations
Global Compact, where we report annually on
our progress, in the Carbon Disclosure Project
(or CDP) for climate performance disclosure,
and the National Oceanography Centre
through the BORA Blue Ocean Research
Alliance® to enhance global ocean access
for scientific research.
Enhanced social and
environmental impact
Contribute to achieving Sustainable
Development Goals
Access to additional resources
and expertise
Contribute to research insights.
Local communities
We engage with local communities through
partnerships, employee volunteering,
graduate roadshows, outreach programmes
and sponsorships.
Foster community relationships
Support education and career
opportunities
Access to potential talent.
Material impacts, risks and opportunities (IROs)
(ESRS 2 SBM-3)
This section summarises sustainability-related impacts,
risks and opportunities (IROs) identified following the
double materiality assessment process (DMA) described
on pages 72 to 73.
In total, 28 material IROs were identified following the
DMA. This included 11 risks, six opportunities, nine negative
impacts and two positive impacts. While consideration of
the financial effects formed part of the DMA exercise,
current and anticipated quantitative financial effects
relating to Subsea7’s individual material risks and
opportunities, including any planned sources of funding,
were not assessed. Subsea7 responds to its IROs through
the implementation of several business actions and
activities led by management. The list of material IROs
and corresponding actions, are disclosed in the relevant
sections relating to reporting in line with the ESRS.
Material IROs and interaction with
business model
Subsea7’s strategy is aligned with addressing its material
sustainability topics. At a management level, strategy and
sustainability are governed under the same leadership and
are inherently linked when identifying and assessing
considerations for the Group’s long-term positioning.
Climate-related IROs are material and may affect Subsea7’s
strategy and decisions impacting long-term positioning.
Climate-related matters may influence changes and the
pace of market dynamics, policies and regulations,
technology, and value chain behaviours. These changes
are typically reflected in the forecast market size across
different geographies and energy market segments,
indicating the pace of the energy transition. This is further
assessed through Subsea7’s short- to medium-term outlook
as part of the annual budget and long-term strategic
planning process.
Simultaneously, Subsea7 recognises the importance of
people in enabling and delivering the energy transition.
This is reflected in the outcomes of the DMA concerning
social topics, which are further detailed in the social
disclosures referenced in Own Workforce (ESRS S1)
and Workers in the Value Chain (ESRS S2) within the
Sustainability Statements.
Furthermore, the DMA identified several foundational topics
for Subsea7, irrespective of the adopted strategy. These
encompass business ethics, human rights, responsible
supply chain management and cybersecurity, all of which
are integral to operating responsibly. These topics are
actively monitored to ensure compliance with relevant
standards and regulations to meet stakeholders’ expectations.
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71
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
SUSTAINABILITY STATEMENTS CONTINUED
Impact, risk and opportunity management
Materiality assessment (ESRS 2 IRO-1)
Identifying sustainability topics
In the second half of 2023, Subsea7 conducted a double
materiality assessment (DMA) in accordance with the
requirements of the EU CSRD and the ESRS.
Supported by an independent sustainability consultant,
the assessment was performed in stages. The analysis
firstly considered the context of Subsea7’s activities and
business relationships, value chain and affected stakeholders
to identify a long list of relevant sustainability topics, an
example of which is outlined in ESRS 1 paragraph AR16.
During this stage, sources included macro trends;
international and national sustainability frameworks and
regulations, such as the ESRS framework; sectoral reports;
ESG ratings; industry peers; public organisations; and
internal strategic documents. The long list was refined
further to create a conceptual shortlist of 19 topics to
be assessed by both external and internal stakeholders.
Sustainability topics and sub-topics that were not
relevant to Subsea7’s business model were omitted
from the assessment.
Interviews were conducted with a range of Subsea7’s
internal and external stakeholders to gain perspective
on the relevance and materiality of topics. This included
engagement with shareholders, clients, suppliers and
employees. Stakeholders ranked the conceptual shortlist
of topics in terms of relevance and provided qualitative
insights through one-to-one interviews. A weighted score
was applied to the different stakeholder groups, using the
salience model when considering their perspectives – a
process used to evaluate stakeholders based on three
attributes: power, legitimacy and urgency.
Subsea7 evaluated the potential material topics from two
perspectives. The assessment examined the effects from
an outside-in (financial) viewpoint, focusing on the risks and
opportunities posed by ESG factors for Subsea7. Additionally,
an inside-out (societal/environmental) perspective assessed
the impacts of Subsea7’s business activities on society and
the environment at large. Business impact workshops with
internal senior leaders reviewed the 19 topics both
financially and in terms of the broader impact, following a
defined scoring methodology as shown in Table 1-3. As part
of this exercise, Subsea7 included a broad range of leaders
representing the regional and geographical locations in
which the Group has significant activities.
Materiality threshold and scoring approach
In accordance with the principles presented in ESRS 1,
theDMA scoring method and criteria was based on the
approach referenced in Table 1-3:
Table 1-3 – Materiality scoring method
Impact materiality Financial materiality
Impact materiality
represents the actual and
potential (negative and
positive) impacts of
Subsea7’s operations and
value chain on society and
the environment.
Financial materiality represents
the risks and opportunities
related to the material topics
for Subsea7’s business.
It is determined by summing
the scale of the impact
(determined on a scale of
0 to 5), the scope of the
impact (determined on a
scale of 0 to 5) and the
irremediable character of
the impact (determined on
a scale of 0 to 5).
It is determined by calculating
the average score between
scale of the impact on
Subsea7 (determined on a
scale of 0 to 4) and likelihood
of occurring (determined on
a scale of 0 to 4).
In conjunction with scoring the material topics across the
two dimensions referenced in Table 1-3, the evaluation also
considered, where possible, time horizons, and where a
topic affects Subsea7’s value chain.
Output from the double materiality assessment
The DMA identified 10 sustainability topics, as shown in
the Subsea7 double materiality matrix on page 73, to be
material to Subsea7’s business and its stakeholders. The
materiality threshold, as indicated in the matrix, was set in
line with the factors referenced in Table 1-3.
The DMA also yielded results in relation to topics that are
currently of lower materiality to Subsea7 (i.e. that fell under
the threshold for material topics), which were therefore
excluded from Subsea7’s sustainability reporting
obligations. These topics will continue to be monitored
by management.
To finalise decisions on material sustainability topics,
a validation session was held with the Sustainability
Committee. There then followed a review and approval
by the Board in 2024.
The material topics were linked to relevant ESRSs to define
Subsea7’s CSRD reporting obligations. The detailed IROs
disclosed in the relevant sections relating to reporting in line
with the ESRS, were concluded following the DMA. This
involved aligning with the Group’s overall risk management
approach and mapping sustainability-related IROs with
disclosed information where relevant. Sustainability risks,
in many cases, reflect risks identified as having a potentially
material negative impact on the Group, whether assessed
against financial metrics or other non-financial criteria.
Sustainability risks are managed in the same way as all
other risks, at a functional level within the Group, and details
of how the Group manages risks and the roles and
responsibilities are shown in the Governance and Principal
Risks and Uncertainties sections on pages 42 to 58 and
pages 24 to 41 respectively. Sessions were then held with
senior management to assess and validate the identified
IROs for accuracy and completeness, the Executive
Management Team then approved the assessment
of the IROs.
Subsea 7 S.A. | Annual Report 2024
72
During 2024 there was no material change in the Group’s
organisational or operational structure and no material
change in external factors that could generate new or
modify existing IROs or that could impact the relevance of
current disclosures, therefore Subsea7 refers to the DMA
performed in the second half of 2023 for the 2024
reporting period.
This disclosure explains future improvements in the ongoing
due diligence and double materiality assessment process,
including robust engagement with affected stakeholders.
Due diligence is an ongoing practice that responds to and
may trigger changes in the Group’s strategy, business
model, activities, business relationships, operating, sourcing
and selling contexts. The double materiality assessment
process may also be impacted in time by sector-specific
standards to be adopted. The Sustainability Statements
may not include every impact, risk and opportunity or
additional entity-specific disclosure that each individual
stakeholder or group of stakeholders may consider
important in their own particular assessment.
Disclosure requirements in ESRS covered by
sustainability statements (ESRS 2 IRO-2)
For information relating to the disclosure requirements in
line with the ESRS which are material to Subsea7, refer to
the reference tables in the Appendix on pages 114 to 116.
For data points that derive from other EU legislation as
listed in ESRS 2, refer to the Appendix on pages 116 to 118.
Minimum disclosure requirements on policies,
actions and targets
Unless stated otherwise, the following applies to all policies
referred to in the Sustainability Statements:
the policies apply to all geographical areas of operations,
and all of Subsea7’s workforce without any exclusions;
the implementation of each policy is the responsibility of
the functional director, with overall accountability within
the Executive Management Team;
all policies are available in the Group’s Business
Management System and made available to any person
in the organisation.
Subsea7 responds to its impacts, risks and opportunities
through the implementation of several business actions and
activities led by management. Overall accountability lies
with the Executive Management Team. Further information
on the oversight of sustainability matters is detailed in the
Risk management and internal controls over sustainability
reporting (GOV-5) on pages 68 to 69.
0
2
46
4
3
2
1
0
81012
14
Health and safety
GHG emissions
Labour practices and human rights
Climate strategy
Talent attraction,
development and retention
Business ethics
Collaborations and partnerships
Cybersecurity and privacy
Diversity and inclusion
Responsible supply chain
Impact
materiality
Financial
materiality
Threshold level
16
Affordability of energy
Pollution management
Biodiversity
Spills management
Water and marine
resources
Waste management
Local communities and
development
Resource management
R&D and innovation
Importance for
stakeholders
Subsea7 double materiality matrix
Material topics Topics with lower materiality for Subsea7
Subsea 7 S.A. | Annual Report 2024
73
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
SUSTAINABILITY STATEMENTS CONTINUED
Reporting according to the EU Taxonomy
Table 2-1 – EU Taxonomy KPI summary
KPIs for Climate
Change Mitigation
Objective as of
31 December 2024
Revenue
$m
Capex
$m
Opex
$m
2024 2023 Var 2024 2023 Var 2024 2023 Var
Numerator
for Eligible
1,184 876 308 89 424 (336) 21 21 0
Numerator
for Aligned
1,127 817 310 89 424 (336) 20 20 0
Numerator
for Non-Eligible
5,653 5,098 555 463 516 (53) 118 88 30
Denominator 6,837 5,974 863 552 940 (388) 139 109 30
Eligible
proportion
17% 15% 200bp 16% 45% (2,900bp) 15% 19% (400bp)
Aligned
proportion
16% 14% 200bp 16% 45% (2,900bp) 14% 18% (400bp)
Non-Eligible
proportion
83% 85% (200bp) 84% 55% 2,900bp 85% 81% 400bp
Revenue (turnover)
The primary source of revenue contributing to the numerator of the taxonomy revenue KPIs was generated from the
installation of offshore wind farm facilities. The proportion of the Group’s total revenue which was taxonomy-eligible in 2024
was 17% compared to 15% in 2023. The proportion of the Group’s total revenue that was taxonomy-aligned in 2024 was 16%
compared to 14% in 2023. In 2023 it was reported that 1% of revenue was aligned to 5.11 ‘Transportation of CO
2
‘ criteria,
however on review it was identified that it failed to meet one of the Substantial Contribution criteria and has therefore been
removed from the comparatives for 2023.
Capex
All capex contributing to taxonomy KPIs, which included additions of vessels to the Group’s fleet and right-of-use assets, was
in support of the Group’s activities related to the offshore wind business. The capex was invested in line with the Group’s
long-term strategy and planning objectives. The Group’s taxonomy-eligible and taxonomy-aligned capex in 2024 represented
16% of the total capex of the Group compared to 45% in 2023. The year-on-year decrease in taxonomy-eligible and
taxonomy-aligned capex was primarily due to the investment in 2023 in the two newbuild vessels, Seaway Ventus and
Seaway Alfa Lift which were fully operational in 2024.
Opex
Opex contributing to taxonomy KPIs included maintenance and repair costs directly related to vessels operating exclusively
on offshore wind activities and research and development (R&D) costs with a direct link to expected future revenue within
the offshore wind sector. The proportion of the Group’s opex that was taxonomy-eligible in 2024 was 15% compared to 19%
in 2023. A portion of the taxonomy-eligible R&D opex is related to subsea hydrogen storage and carbon capture and storage,
however, due to the early stages of this activity, the Group is not yet in a position to state whether alignment criteria were
met. Subsea7 will continue to review this for reporting in future periods.
ENVIRONMENTAL
DISCLOSURES
Subsea 7 S.A. | Annual Report 2024
74
EU regulation
On 18 June 2020, the European Union (EU) issued
Regulation Commission 2020/852 on the establishment
of a framework to facilitate investment for companies
registered within the EU. Under this regulation and its
delegated acts (the ‘EU Taxonomy’), the Subsea 7 S.A.
Group is required to publish, for the 2024 financial year,
eligibility and alignment indicators highlighting the
proportion of its revenue, capital expenditure (‘capex’)
and operating expenditure (‘opex’), collectively, key
performance indicators (‘KPIs’) resulting from economic
activities considered as sustainable as defined by the
EU Taxonomy.
The EU Taxonomy defines an economic activity as
sustainable if it shows Significant Contribution (SC) to
reaching one or more of six environmental objectives, Do
No Significant Harm (DNSH) to any of the environmental
objectives, and is carried out in compliance with the
Minimum Safeguards (MS). The six environmental
objectives are; climate change mitigation, climate change
adaptation, sustainable use and protection of water and
marine resources, transition to a circular economy, pollution
prevention and control, protection and restoration of
biodiversity and ecosystems. The assessment of eligibility
and the degree of alignment was performed based on a
detailed analysis of all the Group’s economic activities
undertaken in the year, measured against:
The Delegated Regulation (EU) 2021/2139 of 4 June
2021 and its annexes supplementing Regulation (EU)
2020/852 specifying the technical criteria for determining
under which conditions an economic activity may be
considered to contribute to climate change mitigation
or climate change adaptation,
The Regulation relating to article 8 also defined as
Delegated Regulation (EU) 2021/2178 of the European
Commission of 6 July 2021 and its annexes supplementing
Regulation (EU) 2020/852 specifying how to calculate
the KPIs and the narrative information to be published,
Amendments to Objectives 1 and 2 amending Delegated
Regulation (EU) No. 2021/2139 establishing additional
technical selection criteria for determining the conditions
under which certain economic activities may be
considered to contribute substantially to climate change
mitigation or adaptation, and for determining whether
such activities do not adversely affect any of the other
environmental objectives,
Clarification of the EU Taxonomy’s other environmental
objectives relating to the protection and sustainable use
of water and marine resources, the transition to a circular
economy, the prevention and control of pollution and the
protection and restoration of biodiversity and ecosystems
via the Commission’s delegated regulation (EU) of
27 June 2023 supplementing delegated regulation
(EU) 2020 /2139
Subsea7 performed an exercise to identify each economic
activity which contributed to the Group’s Consolidated
Financial Statements. An analytical methodology was
applied, which involved definitions, assumptions and
estimates, the main elements of which are described in the
following sections. This analytical methodology will continue
to develop as the EU Taxonomy evolves.
Eligible economic activities under the
EU Taxonomy
The first step of the alignment assessment in accordance
with the EU Taxonomy requires the Group to identify all
eligible economic activities for each of the published
environmental objectives. The economic activities identified
resulted from a comprehensive review of the Group’s
activities in 2024.
Stakeholders within the Group were engaged to analyse
all third-party revenue-generating activities, as well as any
activities for which there was capex which may generate
revenue in future periods, and opex such as research and
development (R&D) spend.
The Group’s activities, which were assessed to be EU
Taxonomy-eligible for the six environmental objectives are
shown in table 2-2 on page 77, with only the climate change
mitigation objective being relevant.
The classification of activities in 2024 is consistent with
what was reported in prior years with revenue generating
activities falling under 4.3 ‘Electricity generation from wind
power’. Activities categorised under 5.11 ‘Transport of CO
2
‘
did not meet the Substantial Contribution criteria and
therefore were deemed to be eligible but not aligned.
Eligible capex and opex are also included primarily in the
activity ‘4.3 Electricity generation from wind power’ with
a small amount of opex linked to the activity 9.1 ‘Close to
market research, development and innovation’, which
considers expenses linked to R&D, in this case R&D
related to green hydrogen storage studies.
The review of eligibility indicators covered all of the Group’s
economic activities included in the Group’s Consolidated
Financial Statements for the year ended 31 December
2024. In the year, 17% of the eligible revenue related to the
construction of electricity generation facilities that produce
electricity from wind power, with the balance consisting of
the Group’s participation in carbon capture projects in
Norway and UK.
For clarity, the oil and gas related economic activities of the
Group’s Subsea and Conventional, and Corporate business
units were assessed as non-eligible under the EU Taxonomy.
All oil and gas related activities were deemed non-eligible
due to the exclusion of fossil fuel extraction activities from
the EU Taxonomy target scope. Notwithstanding this, the
Group’s non-eligible activities included activities contributing
to reducing the carbon intensity of the energy transition
such as carbon footprint optimisation, studies related to
carbon capture systems in the oil and gas sector, a project
for the electrification of an offshore platform using floating
wind technology, and other less significant carbon footprint
reducing activities.
It is possible that some of these activities may fall into
the eligible scope in the future and this will continue to
be monitored.
Subsea 7 S.A. | Annual Report 2024
75
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
SUSTAINABILITY STATEMENTS CONTINUED
Alignment assessment for revenue-generating
activities
For the year ended 31 December 2024, the EU Taxonomy
Regulation requires eligible activities to be analysed
regarding their compliance with the alignment criteria for
activities under climate change mitigation and climate
change adaptation objectives, which includes considerations
related to Substantial Contribution, do no significant harm
and minimum safeguards.
Substantial Contribution
Activity 4.3 ‘Electricity generation from
wind power’
In order to meet the technical screening criteria related
to this activity, management concluded that all eligible
activities met the Substantial Contribution criteria as the
activity ultimately resulted in the generation of electricity
from wind farms.
Activity 5.11 ’Transport of C0
2
’
During assessment of these activities it was concluded
that the Substantial Contribution criteria of this activity
were not met and therefore the activity is not aligned to
the taxonomy requirements.
Activity 9.1 ‘Close to market research,
development and innovation’
Substantial Contribution criteria were met as the OPEX
under this activity relates to studies for the construction
of subsea hydrogen storage facilities. This is in its early
stages, with activities related to R&D spend, and as such
it was concluded that Subsea7 could not yet classify the
activity as taxonomy-aligned.
Do No Significant Harm (DNSH)
Internal policies and procedures were used in the
assessment of the DNSH criteria. Including the Group’s
Sustainability Strategy, Compliance and Ethics policies,
and Environmental Management Procedure. In addition,
the Environmental Management Plans for each eligible
project were reviewed. The following DNSH criteria
were considered:
Protection of biodiversity and ecosystems (4.3)
For all of the Group’s eligible activities, ISO 14001 certified
environmental management plans are implemented. These
plans provide a framework to allow management to monitor
and mitigate the environmental impacts of the Group’s
business operations and meet the requirements of all
applicable regulations. Within the plans a number of
standards and procedures are maintained in order to
meet the DNSH assessment criteria for EU Taxonomy
requirements. These plans incorporate inputs from the
Group’s clients. All issues identified and requirements
defined in the original environmental impact assessments
are considered to establish the consent requirements for
the activity; these are then incorporated into the client’s
environmental management plans, and finally into the
Group’s environmental management plans.
Regarding protection of biodiversity and ecosystems,
together with its clients Subsea7’s ensures that its
operations meet the requirements of the environmental
permits that its clients are held accountable against, in
turn ensuring that the eligible activities do not hamper the
achievement of good environmental status as set out in
Directive 2008/56/EC.
Transition to a circular economy (4.3)
Subsea7 is focused on moving from a linear economy
towards a circular economy across its business and supply
chains. This indented result is to minimise resource use,
keep resources in use for as long as possible, extract
maximum value from them, reduce waste and promote
resource efficiency. Subsea7 has a group-wide Circular
Economy Guidance document, the purpose of which is
to provide guidance on Subsea7’s approach to promoting
the circular economy concept, both onshore and offshore.
The environmental management plans may also include
additional relevant assessments related to circular
economy issues.
Sustainable use and protection of water and
marine resources (4.3)
Sustainable use and protection of water and marine
resources is also considered in the assessment. In the
case of the construction of offshore wind infrastructures,
Subsea7’s activities do not hamper the achievement of
good environmental status, Subsea7 works with its clients
to ensure legislative requirements under environmental
licenses are met. An example of where steps were taken
to minimise potential noise impacts was the successful use
of near-field noise mitigation systems, including bubble
curtains, on wind farm projects to protect the environment
from the sound and vibration caused by pile-driving
foundation structures into the seabed.
Adaptation to climate change (4.3)
As part of the EU Corporate Sustainability Reporting
Directive (CSRD) requirements, climate-related risks
and opportunities have been identified that may have a
strategic or financial impact on the Group. Refer to ESRS E1
– Climate change section on page 81 for more information.
In addition to the identification of climate-related risks,
Subsea7 commissioned an independent third party to
perform an analysis of short-term risks. Climate risk and
vulnerability assessments were also performed by the
Group’s clients to meet alignment expectations.
Minimum Safeguards
The EU Taxonomy defines a set of Minimum Safeguards in
accordance with Article 18 of the Regulation. The Minimum
Safeguards are a set of defined UN, EU and other international
human rights and code of ethics guidelines against which
businesses must assess their procedures. Four themes are
covered under the Minimum Safeguards criteria: human rights,
corruption, taxation and fair competition.
In order to meet the requirements, the Group has established
a process for mapping its policies and procedures to the
following guidelines and standards, as set out by the
EU Taxonomy:
The OECD Guidelines for Multinational Enterprises;
The UN Guiding Principles on Business and Human Rights;
The principles and rights set out in the eight fundamental
conventions identified in the Declaration of the International
Labour Organization Declaration on Fundamental Principles
and Rights at Work
The International Charter of Human Rights.
Subsea 7 S.A. | Annual Report 2024
76
Table 2-2 – EU Taxonomy Activities
Environmental objective
Activity covered by the EU
Taxonomy Code
Associated NACE
code
Definition
of the activity
Corresponding Group activity
Climate change
mitigation
4.3
Electricity
generation from
wind power
D35.11
F42.22
Construction or
operation of electricity
generation facilities that
produce electricity from
wind power.
Activities related to the delivery of fixed and
floating offshore wind farm projects. This
includes the procurement and installation
of offshore wind turbine foundations and
inter-array cables as well as heavy lifting
operations and heavy transportation
services of renewables structures.
Climate change
mitigation
5.11
Transport of C0
2
F42.21
H49.50
Transport of captured
CO
2
via all modes.
The Group participated in a carbon
capture and storage project, offshore
Norway. This scope included engineering,
fabrication and installation of approximately
100 kilometres of pipeline that will connect
the CO
2
collection facility to the CO
2
storage site.
Climate change
mitigation
9.1
Close to market
research,
development and
innovation which
considers expenses
linked to R&D
R&D activities associated
with hydrogen and
carbon capture.
The Group is currently involved in R&D
activities relating to the construction of
green hydrogen storage facilities and
carbon capture and storage studies.
Having performed a review of the Group’s policies and
procedures, management concluded that the Group complies
with the alignment criteria of the EU Taxonomy’s Minimum
Safeguards. Further information is available in the Group’s
Business Ethics, Human Rights and Tax policies section at
www.subsea7.com and within the Sustainability Statements
within this document.
Methodology for calculating KPIs
The financial information used for the EU Taxonomy report
is based on the Group’s Consolidated Financial Statements
for the year ended 31 December 2024 and was sourced
from the Group’s financial information systems. It was
subject to internal review and assurance by the Group’s
finance function to ensure consistency of approach with
the revenue, opex and capex information reported in the
Group’s Consolidated Financial Statements.
The Group’s taxonomy-eligible/aligned revenue KPIs are
determined by dividing the sum of the revenue related to
eligible and aligned activities by the total revenue of all
activities as reported in the Group’s Consolidated Financial
Statements. The Group’s revenue relates mainly to
engineering, procurement, construction and installation
contracts recognised in accordance with Note 3 ‘Material
accounting policies’ in the Group’s Consolidated Financial
Statements for the year ended 31 December 2024.
The Group’s taxonomy-eligible/aligned capex KPIs are
determined by dividing the sum of the capex of eligible
and aligned capex activities by the total of additions to
intangible assets, property, plant and equipment, and
addition and remeasurement of right-of-use assets as
reported in the Group’s Consolidated Financial Statements.
For further details refer to notes 13, 14, and 15 to the
Group’s Consolidated Financial Statements for the year
ended 31 December 2024.
The Group’s taxonomy-eligible/aligned opex KPIs are
determined by dividing the sum of the opex related to
eligible and aligned activities by the total opex for all
activities for the Group during the year ended 31 December
2024. The only operating expenses reported under the
numerator and denominator for the Group were:
Expenses that relate to the maintenance and repair of
property, plant and equipment; and
Research and development expenses, including direct
personnel costs.
To avoid double-counting, management only included as
eligible those operating expenditures allocated in full to
supporting the execution of eligible activities. The expenses
already included under the capex taxonomy-aligned KPIs
have been excluded from the opex taxonomy-aligned KPIs
numerator and denominator.
Future Developments
In line with the Group’s strategy (on pages 10 to 15),
Subsea7 intends to continue to develop the Group’s
Taxonomy eligible and aligned KPIs and to continue to
evaluate the Group’s operations and identify any new
activities which may be eligible under the six environmental
objectives within the sustainability taxonomy.
Subsea 7 S.A. | Annual Report 2024
77
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
Additional Information – EU Taxonomy Disclosure
Table 2-3 – Proportion of turnover from products or services associated with Taxonomy-aligned economic activities
– disclosure covering year 2024.
Financial year
2024
2024 Substantial Contribution Criteria
DNSH criteria (‘Does Not
Significantly Harm’) (h)
Economic
Activities (1)
Code (a)
(2)
Turnover
$ millions
(3)
Proportion of Turnover,
(4)
Climate Change
Mitigation (5)
Climate Change
Adaptation (6)
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity (10)
Climate Change
Mitigation (11)
Climate Change
Adaptation (12)
Water (13)
Pollution (14)
Circular Economy (15)
Biodiversity (16)
Minimum safeguards
(17)
Proportion of
Taxonomy aligned
(A.1.) or eligible (A.2.)
Turnover, 2023 (18)
Category enabling
activity (19)
Category transitional
activity (20)
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
Electricity
generation
from wind power
CCM
4.3
1,126.8 16% Y N N/EL N/EL N/EL N/EL n/a Y Y n/a Y Y Y 14% – –
Turnover of
environmentally
sustainable activities
(Taxonomy-aligned)
(A.1)
1,126.816%16%0%0%0%0%0%n/aYYYYYY14%– –
Of which Enabling 1,126.8 16%16%0%––––n/aYYn/aYYY14%E–
Of which Transitional 0.00%0%0%––––––––––– – ––
A.2 Taxonomy-Eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities) (g)
Electricity
generation from
wind power
CCM
4.3
2.4 0% EL N/EL N/EL N/EL N/EL N/EL
Transport of CO
2
CCM
5.11
55.1 1% EL N/EL N/EL N/EL N/EL N/EL
Turnover of Taxonomy-
eligible but not
environmentally
sustainable activities
(not Taxonomy-aligned
activities) (A.2)
57.5 1%1%0%––––
A. Turnover of
Taxonomy eligible
activities (A.1+A.2)
1,184.217%17%0%––––
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy-
non-eligible activities
5,652.8 83%
TOTAL 6,837.0 100%
Note: In 2023 it was reported that 1% of revenue was aligned to 5.11 ‘Transportation of CO
2
’ criteria, however on review it was
identified that it failed to meet one of the Substantial Contribution criteria and has therefore been removed from the comparatives
for 2023.
Proportion of turnover from products or services associated with Taxonomy-aligned economic activities per
environmental objective – disclosure covering year ended 31 December 2024.
Proportion of turnover/Total turnover
Taxonomy-aligned
per objective
Taxonomy-eligible
per objective
CCM 16% 17%
CCA 0% 0%
WTR 0% 0%
CE 0% 0%
PPC 0% 0%
BIO 0% 0%
Subsea 7 S.A. | Annual Report 2024
78
Table 2-4 – Proportion of capex from products or services associated with Taxonomy-aligned economic activities –
disclosure covering year 2024
Financial year
2024
2024 Substantial Contribution Criteria
DNSH criteria (‘Does Not
Significantly Harm’) (h)
Economic
Activities (1)
Code (a)
(2)
CapEx
$millions
(3)
Proportion of CapEx (4)
Climate Change
Mitigation (5)
Climate Change
Adaptation (6)
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity (10)
Climate Change
Mitigation (11)
Climate Change
Adaptation (12)
Water (13)
Pollution (14)
Circular Economy (15)
Biodiversity (16)
Minimum safeguards
(17)
Proportion of
Taxonomy aligned
(A.1.) or eligible (A.2.)
CapEx, year 2023 (18)
Category enabling
activity (19)
Category transitional
activity (20)
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
Electricity
generation
from wind power
CCM
4.3
88.8 16% Y N N/EL N/EL N/EL N/EL n/a Y Y n/a Y Y Y 45% – –
CapEx of
environmentally
sustainable activities
(Taxonomy-aligned)
(A.1)
88.816%100%0%0%0%0% 0%n/aYYn/aYY Y 45%– –
Of which Enabling 88.8 16% 100% 0% – – – – n/a Y Y n/a Y Y Y 45% E –
Of which Transitional 0.0 0% 0% 0% – – – – – – – – – – – – – –
A.2 Taxonomy-Eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities) (g)
Electricity
generation from
wind power
CCM
4.3
00EL
N/
EL
N/EL N/EL N/EL N/EL
CapEx of Taxonomy-
eligible but not
environmentally
sustainable activities
(not Taxonomy-aligned
activities) (A.2)
0 0 0% 0% 0% 0% 0% 0%
A. CapEx of Taxonomy
eligible activities
(A.1+A.2)
88.816%100%0%0%0%0% 0%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
CapEx of Taxonomy-
non-eligible activities
463.4 84%
TOTAL 552.2 100%
Proportion of CapEx from products or services associated with Taxonomy-aligned economic activities per environmental
objective – disclosure covering year ended 31 December 2024.
Proportion of CapEx/Total CapEx
Taxonomy-aligned
per objective
Taxonomy-eligible
per objective
CCM 16% 16%
CCA 0% 0%
WTR 0% 0%
CE 0% 0%
PPC 0% 0%
BIO 0% 0%
Subsea 7 S.A. | Annual Report 2024
79
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
Table 2-5 – Proportion of opex from products or services associated with Taxonomy-aligned economic activities –
disclosure covering year 2024.
Financial year
2024
2024 Substantial Contribution Criteria
DNSH criteria (‘Does Not
Significantly Harm’) (h)
Economic Activities
(1)
Code (a)
(2)
OpEx
$ millions
(3)
Proportion of OpEx
(4)
Climate Change
Mitigation (5)
Climate Change
Adaptation (6)
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity (10)
Climate Change
Mitigation (11)
Climate Change
Adaptation (12)
Water (13)
Pollution (14)
Circular Economy (15)
Biodiversity (16)
Minimum safeguards
(17)
Proportion of
Taxonomy aligned
(A.1.) or eligible (A.2.)
OpEx, year 2023 (18)
Category enabling
activity (19)
Category transitional
activity (20)
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
Electricity
generation
from wind power
CCM
4.3
19.8 14% Y N N/EL N/EL N/EL N/EL n/a Y Y n/a Y Y Y 18% – –
OpEx of environmentally
sustainable activities
(Taxonomy-aligned) (A.1)
19.8 14% 14% 0% 0% 0% 0% 0% n/a Y Y n/a Y Y Y 18% – –
Of which Enabling 19.8 14% 14% 0% 0% 0% 0% 0% n/a Y Y n/a Y Y Y – E –
Of which Transitional 0.0 0%0%0% – – – –– ––––– – – – –
A.2 Taxonomy-Eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities) (g)
Close to market
research,
development and
innovation
CCM
9.1
0.6 0% EL
N/
EL
N/EL N/EL N/EL N/EL
Transport of CO
2
CCM
5.11
0.5 0% EL
N/
EL
N/EL N/EL N/EL N/EL
OpEx of Taxonomy-eligible
but not environmentally
sustainable activities (not
Taxonomy-aligned
activities) (A.2)
1.1 1%1%0%0%0%0%0%
A. OpEx of Taxonomy
eligible activities (A.1+A.2)
20.915%1%0%0%0%0%0%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
OpEx of Taxonomy-non-
eligible activities
118.4 85%
TOTAL 139.3 100%
Proportion of OpEx from products or services associated with Taxonomy-aligned economic activities per environmental
objective – disclosure covering year ended 31 December 2024.
Proportion of OpEx/Total OpEx
Taxonomy-aligned
per objective
Taxonomy-eligible
per objective
CCM 14% 15%
CCA 0% 0%
WTR 0% 0%
CE 0% 0%
PPC 0% 0%
BIO 0% 0%
SUSTAINABILITY STATEMENTS CONTINUED
Subsea 7 S.A. | Annual Report 2024
80
ESRS E1 – Climate change
Integration of sustainability-related performance
in incentive schemes (ESRS 2 GOV-3)
While Subsea7 has set climate-related targets, and
monitors progress towards those targets, Subsea7 does
not currently assess the performance of its Board members
or Executive Management Team against the Greenhouse
Gas (GHG) emissions reduction targets referenced on page
85. A significant factor in achieving Subsea7’s emissions
reduction targets is the development of suitable alternative
fuels commercially available at scale in the market for the
shipping industry. This development is outside the control of
Subsea7, therefore, it would be unreasonable for the Board
or the Executive Management Team to be assessed against
these variables.
Transition plan for climate change mitigation
(ESRS E1-1)
Although Subsea7 has not developed a specific transition
plan for climate change mitigation, Subsea7’s strategy is
aligned with the energy transition in several ways. Subsea7
plays a leading role in the construction of sustainable
offshore energy developments worldwide, and the fixed
offshore wind market is a significant part of Subsea7’s
business. Subsea7, through its Seaway7 brand, reported
as the Renewables business unit, has been operating in
offshore wind since 2009 and, by 31 December 2024, had
supported the construction of 15.8GW of cumulative power
capacity of renewables projects. In 2024, the Renewables
business unit generated 18% of the Group’s revenue. In
2024, Subsea7 also completed its first carbon capture
project, Northern Lights in Norway, which utilised the
Group’s existing fleet of vessels and, as such, offer a new
source of revenue growth with limited associated investment.
Subsea deepwater oil and gas is an important market for
Subsea7. Deepwater developments have an advantaged
carbon-intensity profile primarily due to the efficiency and
scale of these projects as they often target very large
reservoirs. To support this position, Subsea7 commissioned
an expert energy consultancy to perform a study to analyse
the relative carbon-intensity levels of extracting oil and gas,
specifically mapping emissions from exploration, drilling,
field development, production and transportation. The study
was performed to interrogate several industry research
claims that deepwater developments have, on average, the
lowest carbon-intensive method of extracting oil and gas.
The findings of the study support the observation that
offshore hydrocarbons, particularly deepwater, has the
potential to be the lowest carbon-intensive source per
barrel of oil extracted.
Subsea7’s proprietary technology and engineering
capability supports its clients in developing these projects
in cost-effective and efficient ways. Subsea7 has extensive
expertise and experience in large offshore oil and gas field
developments. With the positive market momentum
anticipated, there is a greater need to support lower-carbon
solutions while meeting current and future energy needs.
Subsea7’s investment in OneSubsea, a global joint venture
between SLB, Aker Solutions and Subsea7, strengthens
and accelerates the solutions needed to reduce emissions
in subsea operations through a focus on innovation and
efficiencies in the integrated project offering through the
Subsea Integration Alliance.
To further support climate mitigation, Subsea7 is
addressing its own GHG emissions, primarily from its fleet
of vessels, through its decarbonisation plan. As part of this
plan, Subsea7 aims to reduce Scope 1 and Scope 2 GHG
emissions, targeting a 50% reduction by 2035 and
achieving net-zero GHG emissions by 2050. While Subsea7
is implementing changes and solutions available today,
there are several factors that could affect Subsea7’s ability
to meet these targets and could cause its plans to differ
materially from those currently reported, including but not
limited to the availability and deployment of cleaner
technologies at scale commercially. Further details on
Subsea7’s decarbonisation targets and levers are shown
on pages 84 to 85. Renewable energy is an important part
of Subsea7’s business, and it aims to support its clients to
accelerate the energy transition. Subsea7 is committed to
translating its renewables capabilities into benefits for its
clients through the construction of offshore wind farms.
Subsea7’s ambition is to support 18GW of cumulative power
capacity installed through renewable energy projects by the
end of 2025 and 35GW by the end of 2030.
Subsea7 is committed to transparency in its climate
mitigation plans, targets, and progress, adhering to the
requirements of the EU Corporate Sustainability Reporting
Directive (CSRD). Subsea7’s economic activities that relate
to climate adaptation and mitigation including capital
expenditure and operating expenses relating to activities in
line with the EU Taxonomy regulation are shown on pages
74 to 80.
Management has adopted a structured approach to
assessing material risks, including climate risks, opportunities,
and impacts of the Group’s operations. The decarbonisation
plan and progress against this plan and its targets are
regularly reviewed by the Executive Management Team and
the Board of Directors. Progress towards decarbonisation
targets is shown on page 88, while progress on renewables
build-out targets is shown on page 19.
While Subsea7 has not fully analysed its locked-in emissions,
it intends to further mature this area as part of its continued
review of the assumptions and actions associated with the
decarbonisation plan.
Resilience of strategy and business model(s)
(ESRS 2 SBM-3)
The strategy of Subsea7 is to create sustainable value by
delivering the offshore energy transition solutions the world
needs. As such, climate change impacts and opportunities
and its associated physical and transitional risks are
considered in the Group’s strategy. Subsea7 also
recognises the significant uncertainty in pace and direction
of the energy transition and the potential impact from
climate change and climate change-related risks on its
business model.
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SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
To build a resilient business, Subsea7 focuses on two main
business units: Subsea and Conventional, and Renewables.
This allows Subsea7 the flexibility to balance its strategic
focus in response to the global energy mix, demands of
society and the needs of its clients. All of which are driven
by the pace and direction of the energy transition in
response to climate change and in the various climate
change scenarios considered.
Subsea7 does not have a formal process to test the
resilience of its strategy and business model but makes use
of a number of climate change scenarios, including those
of recognised international organisations such as the
International Energy Agency (IEA), Organization of the
Petroleum Exporting Countries (OPEC) and Rystad when
assessing climate change risk and the impact of climate
change on its future market and business model. As part
of the ongoing management of the Group, climate change
scenarios and reports are studied by management and,
when trends, scenarios or demand projections raise
concerns, specific analysis or investigations may be initiated
to substantiate the risk and the potential impacts. Negative
trends or scenarios can be linked to demand for certain
products by the Group’s clients, or physical, political or
regulatory developments or events impacting the Group’s
business units, such as the deployment of electric vehicles,
grid constraints, supply chain bottlenecks, oil price
fluctuations, emission taxes (applicable to the Group
and/or its clients’ businesses) or other.
Based on such specific analysis, the resilience of the
Group’s business model for specific events is assessed and
any necessary adjustments are made. Due to the common
skills and capabilities required within the Group, Subsea7
can shift its strategic focus and allocate resources between
business units to meet current and future business demands.
Processes to identify and assess material
climate-related impacts, risks and opportunities
(ESRS 2 IRO-1)
The process of risk identification and management is
embedded into Subsea7’s operations at every level. The
Risk management and internal control section on page 25
details Subsea7’s risk management approach and its
internal controls. Risk identification is managed through
functional and technical expertise across the Group, with
all risks, including those related to sustainability, being
reported to and assessed by the Executive Risk Committee
in close collaboration with the Executive Sustainability
Committee for sustainability-linked and climate-related
risks. To support preparedness for potential climate-related
risks and opportunities, and to ensure effective management,
management considers short-term (0-2 years), medium-
term (up to 5 years), and long-term (beyond 5 years) horizons.
The time horizon for short-term risks differs slightly from
those stated under ESRS 1 to incorporate the timing of
the Group’s budgeting and planning process, which starts
mid-year and, therefore, incorporates the current year plus
the following year for which the budget is prepared.
The identification and assessment of climate-related risks
has primarily focused on transitional risks. Subsea7 intends
to further mature this process for physical climate-related
risks and aims to report on the outcomes in future periods.
The process of identifying and assessing climate-related
risks and opportunities is performed both regionally and
globally. Globally, this process is led by a group of subject
matter experts and reviewed by the Executive Sustainability
Committee. Qualitative analysis includes considering
various types of climate-related transitional risks related
to current and emerging regulations, technology, legal,
market, and reputational topics. Similarly, climate-related
opportunities are evaluated globally, focusing on aspects
such as resource efficiency and market prospects. These
risks and opportunities have the potential to impact the
Group financially or strategically, and they are considered
concerning their type, timescale, likelihood of occurrence,
and potential financial impact.
Regionally, Subsea7 regularly evaluates short-term risks,
especially project-based risks related to operational
activities. For instance, operational procedures for
the Group’s fleet and project execution incorporate
management of climate-related risks such as sea and
weather conditions, and the regional management teams
evaluate risks related to future business in light of the
energy transition, which is influenced by sustainability
matters and climate-related impacts.
Management assesses medium-term strategic positioning
through the Group’s five-year strategic plan. Operating
within the energy industry, Subsea7 recognises that
climate-related issues may affect the pace of the global
energy transition and, consequently, its strategy and
long-term positioning.
The five-year strategic plan includes regional assessments
of short and medium-term prospects, along with related
risks and opportunities. Regions use third-party data to
interpret market forecasts and drivers, thereby assessing
the business strategy within the evolving offshore energy
market. Climate-related factors affecting market dynamics
and value chain behaviours are typically reflected in forecast
market sizes across different geographies and energy
segments, indicating the pace of the energy transition.
This review facilitates budget allocation, strategic decision-
making, regulatory compliance reviews, and discussions
about new and emerging risks and opportunities that
require consideration within the next five years
Climate-related risks and opportunities beyond the five-year
horizon are qualitatively assessed, focusing on long-term
transition risks and opportunities. Such risks include current
and emerging regulations, technology, legal aspects, market
trends and reputation, which could potentially influence the
Group financially or strategically. Long-term considerations
also involve reviewing changes in regulatory requirements,
market trends, and consumer demands.
Subsea7’s business activities that align with a climate-
neutral economy are detailed in the EU Taxonomy
disclosure on pages 74 to 80. Although future business
activities are not assessed against this framework, Subsea7
will continue to report under the EU Taxonomy to clarify
which activities are compatible and which are not.
Sustainability matters and related impacts, risks
and opportunities
This section refers to the climate-related IROs identified
following the double materiality assessment process as
described on page 72.
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Table 2-6 – IROs in relation to Climate Change
Boundary in value chain Time horizon
Risk type Upstream
Own
operation
Downstream Short Medium Long
Climate-related matters I/R/O
Availability of sufficient volumes of
alternative fuels that are commercially
viable and which can be sourced globally
to support Subsea7’s goal of reducing
Scope 1 and 2 GHG emissions
Risk
Transition:
Technology
•• •••
Emerging regulation leading to increased
costs due to changes in GHG emissions
legislation including carbon taxes
Risk
Transition:
Policy and
legal
•• • ••
Introducing technology, systems or
products that are insufficiently mature or
unsatisfactorily implemented to keep pace
with the timescale expected by society,
governing bodies and countries to provide
lower-carbon energy in a sustainable and
cost-efficient way could have an adverse
reputational and financial impact for
the Group
Risk
Transition:
Technology
• •••
Regulation and supervision of climate-
related risk in the financial sector, which
could lead to challenges in accessing
funding for the Group
Risk
Transition:
Reputation
• •••
Failure to secure and manage costs could
impact the Group’s financial performance;
risks include cancellations or delays of
clean energy projects, due to regulatory
or financial hurdles
Risk
Transition:
Market
•••
Increased use of electricity generated
from renewable energy tariffs for
onshore facilities
Opportunity
•••
Building on Subsea7’s significant well-
established position in the offshore
renewables market and growing our
geographic and service offering
within offshore wind
Opportunity
••
Increasing revenue associated with
growth in emerging energies and access t
o new markets
Opportunity
••
Development of new products or services
to support lower-carbon oil and gas
solutions, and growth of offshore wind
and emerging energy
Opportunity
••
Building on Subsea7’s track record for
collaborative working and partnerships,
work with clients, suppliers and partners to
develop the solutions needed to unlock new
energies from a technical, economic and
regulatory perspective
Opportunity
•• • •••
GHG emissions from Subsea7’s operations
(Scope 1 and 2)
Actual impact
(-)
• •••
GHG emissions from Subsea7’s upstream
value chain (Scope 3)
Actual impact
(-)
•••
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Impacts, risks and opportunities
management
Policies related to climate change mitigation
and adaptation(ESRS E1-2)
While Subsea7 lacks a specific climate policy, our Values
and the Code of Conduct addresses the importance of
climate matters. The Code of Conduct includes a dedicated
section related to people, community and the planet.
There is a section focused on the environment and climate
change, highlighting the importance of reducing GHG
emissions and supporting the development of sustainable
energy through the Group’s Renewables business unit.
Actions and resources in relation to climate
change policies (ESRS E1-3)
Addressing GHG emissions from direct
operations:
Decarbonisation lever – alternative fuels: Subsea7’s
recent work has centred on different types of biofuels.
In 2024, the Group successfully trialled a blend with 30%
fatty acid methyl esters (FAME) biofuel on Seven Arctic.
This complemented earlier trials with hydrotreated
vegetable oil (HVO) biofuel used by Seven Oceanic.
Management has established that, both technically and
operationally, this is a viable route to significantly reduce
GHG emissions. A process is now in place that enables
transition of the Group’s vessels to biofuel blends as and
when available and economically viable. Additionally, a study
has been conducted to explore worldwide supply and
regulatory approval of biofuels. While supply to the marine
sector is growing, it is in competition with other users and
barriers related to availability and uneconomic pricing will
remain. Through the successful alternative fuel trial on
Seven Oceanic, we continue to monitor the development of
alternative fuels, recognising their significant potential to
reduce GHG emissions from our operations as they mature.
Currently, various alternative fuels are under discussion, but
progress is hindered by limitations in readiness, availability,
scalability, and cost. Based on our research and evaluation,
paraffinic fuels, co-processed marine gas oil, and FAME
could offer viable near-term solutions.
Decarbonisation lever – hybridisation: Subsea7’s owned
fleet includes the hybrid vessels Seven Viking, Seven Arctic
and Seaway Ventus. The newest vessel in the fleet, Seaway
Ventus, was delivered with a fuel-saving direct current
system as opposed to alternate current systems that have
dominated the marine industry in the past. Seaway Ventus is
equipped with diesel engines delivering 15MW and batteries
capable of delivering 8MW for short periods. It has been
demonstrated that a reduction in CO
2
emissions of up to
17% can be achieved on Seven Arctic when in it is working
in dynamic positioning mode. However, contractual or client
requirements can pose a barrier to realising the full
reduction in emissions. By 31 December 2024 design and
procurement of the hybrid system for Seaway Alfa Lift was
near completion.
Decarbonisation lever – digitalisation: Subsea7 uses
digital dashboards to monitor vessel performance and
improve fuel efficiency. In-house systems collect operational
data, establishing the basis for more informed decisions to
be made that may improve overall fuel use. The Group has
fitted its fleet with digital fuel flow meters, providing
essential data for analysis, feedback, and adjustments.
This allows precise monitoring of speed and consumption.
Hull cleaning can also have an impact on reducing fuel
consumption and operational efficiencies, and Subsea7 has
developed updated hull cleaning/marine growth guidance
that will allow timely decisions on the cost and benefit of
hull cleaning. Management is working with specialist
cleaning companies to be able to implement this more
consistently across the Group.
Subsea7’s decarbonisation levers are also referenced
on page 85.
Addressing emissions across the value chain –
upstream:
Engagement with key suppliers plays an important part in
the Group’s objective to reduce its Scope 3 GHG emissions.
To support engagement, Subsea7 hosted a Value Chain
Decarbonisation Day and continues with quarterly
sustainability engagement meetings with key suppliers on
reducing Scope 3 GHG emissions and their preparedness
for upcoming regulations.
The Value Chain Decarbonisation Day convened suppliers
alongside a global energy client as a keynote participant
to discuss strategies for addressing GHG emissions within
the value chain. Subsequent to this event, management
formulated a plan to support the measurement and
recording of Subsea7’s Scope 3 GHG emissions from key
suppliers, particularly those providing products or services
related to hard-to-abate industries. Additionally,
management engaged with suppliers to understand their
adherence to regulations, including the EU Carbon Border
Adjustment Mechanism (CBAM). This engagement enabled
management to refine Subsea7’s processes to ensure
compliance with CBAM.
Addressing emissions across the value chain –
downstream:
Regular engagement with Subsea7’s clients is central to
understand the global market landscape and pace of the
energy transition.
Growth in offshore renewables: fixed offshore wind
The underlying fundamentals of the offshore wind sector
remain strong with a forecast average annual growth of
18% through to 2035; however, the sector continues to be
strongly influenced by politics, supply chain bottlenecks and
challenging economics for developers, creating market
demand volatility, with the latest significant impact on the
market being the downgrade to US offshore wind following
the presidential election in November 2024. The primary
European markets of the UK, the Netherlands, Germany and
Poland continued to show solid progress in 2024 with four
successful lease auctions equating to 17GW of power output.
For Subsea7’s Renewables business unit, 2024 marked the
first year of operations of its new jack-up vessel Seaway
Ventus, which successfully installed 40 wind turbine
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84
generators offshore Germany. Activity was high in the UK
where Seaway Strashnov and Seaway Alfa Lift vessels
installed monopiles and transition pieces for the Dogger
Bank B project. Seaway Phoenix and Maersk Connector
continued cable lay in Taiwan, where two of the four
ongoing projects were completed by 31 December 2024.
Seaway Aimery completed the Moray West inter-array cable
project in the UK and started work on the Revolution
project, the Group’s first commercial project in the US. With
respect to newly secured work, the Group has been able to
leverage its strong existing client relationships by securing
repeat business with Ørsted and Iberdrola for the Hornsea
3 and East Anglia 2 projects in the UK, respectively.
During 2024, the Group installed 170 cables, 93 wind
turbine generator foundations and 40 wind turbine
generators, supporting approximately 3.9GW of
renewable power capacity.
Floating wind
While floating wind holds potential, the project economics
remain a key barrier to the pace of development. In 2024,
our focus was on maturing technologies and solutions to
support lower-cost offshore floating wind developments
through several studies.
Emerging energies
In 2024, Subsea7 focused on two main market
opportunities: carbon capture and storage (CCS) and
offshore green hydrogen production and transportation.
Additionally, there has been an increased value of energy
storage combined with offshore wind developments and
offshore hydrogen production, leading to more investment
in energy storage technology. For CCS, a significant
milestone was achieved with the completion of the subsea
infrastructure for the Northern Lights project and the
official opening of the Northern Lights CO
2
storage
facilities. Subsea7 continues to participate in offshore
green hydrogen and offshore energy storage studies and
is currently involved in four offshore hydrogen studies and
three energy storage studies in the UK, Norway, and
the Netherlands.
Metrics and targets
Targets related to climate change mitigation and
adaptation (ESRS E1-4)
In 2021, Subsea7 announced its target to achieve Net Zero
Scope 1 and 2 GHG emissions by 2050 and a nearer-term
target to reduce Scope 1 and 2 GHG emissions by 50% by
2035 compared to a 2018 base year baseline. Subsea7’s
targets are not science-based, and at present, oil and gas
companies (including service companies generating over
40% of revenue from oil and gas activities) are not accepted
as part of the Science Based Targets initiative (SBTi).
Subsea7 continues to monitor this position and any
developments. Subsea7, therefore, set its targets in 2021
in support of the goals at the time of the International
Maritime Organisation (the United Nations specialised
agency with responsibility for the safety and security of
shipping and the prevention of marine and atmospheric
pollution by ships), to be generally in line with peer best
practice at the time within the specialist marine contracting
sector, and in support of the targets set by Subsea7’s
key clients.
The targets cover the entire Group using a financial
reporting and control approach. The operational scope
includes all significant Scope 1 and 2 GHG emissions,
primarily from consumption of marine fuels on owned
vessels and those leased for over 12 months. Scope 2 GHG
emissions primarily include indirect emissions from energy
production, mainly electricity, consumed by onshore
facilities.
Subsea7’s roadmap to reach the targets for Scope 1 GHG
emissions is based on three core areas:
Operational efficiency improvement: Measures have
been implemented to enhance fleet operating efficiency,
including improved energy management, optimised fleet
utilisation, and effective project planning and execution.
Digital tools are crucial in these improvements, aiding
decision making and performance visualisation;
Hybridisation and shore power: A programme has been
implemented to hybridise some vessels and enable the
use of shore power while docked. This aims to enhance
onboard power management efficiency and reduce fuel
consumption;
Use of alternative fuels and energy systems: The
decarbonisation pathway relies on increased use of fuels
and energy sources with lower lifecycle GHG emissions
across the fleet, such as biofuels and synthetic fuels.
Some vessels will require no changes to use these fuels,
while others need adjustments depending on the type and
blend of fuel. Compatibility of these fuels with existing
systems is being assessed by management, and
discussions on technical and commercial impacts are
ongoing with stakeholders.
Additionally, Subsea7 plans to lower Scope 2 GHG (market-
based) emissions by switching additional onshore sites to
renewable energy sources or tariffs where viable.
While management is implementing changes and solutions
available today, several factors could impact Subsea7’s
ability to meet emissions targets. These factors could cause
the Group’s plans to differ materially from current
expectations and include, but are not limited to, the global
availability of lower-emission fuels, energy and technology
at a commercial scale.
Subsea7 aims to support the continued growth of
renewable power by translating its renewable capabilities
into benefits for its clients within the offshore fixed wind
industry. Subsea7 has set a target of supporting 18GW of
cumulative power capacity installed by the end of 2025 and
35GW by the end of 2030 through the construction of
offshore wind farms.
Scope 3 GHG emissions are not included in Subsea7’s
decarbonisation targets due to the complexity in calculating
the Scope 3 GHG emissions inventory for all categories in a
complete, accurate and traceable manner, and because the
measures required to decarbonise Scope 3 GHG emissions
are outside Subsea7’s direct control. However, a key part of
Subsea7’s lower-carbon field development strategy is to
actively collaborate with its clients, suppliers, and other
stakeholders in the value chain to better understand and
develop common Scope 3 GHG emissions ambitions and to
work together to decarbonise the energy value chain.
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SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
Table 2-8 – Total energy consumption related to own operations
Energy consumption and mix for the year ended 31 December 2024 Unit Value
Fuel consumption from coal and coal products MWh 0
Fuel consumption from crude oil and petroleum products MWh 2,706,834 (Note 1)
Fuel consumption from natural gas MWh 14,185 (Note 2)
Fuel consumption from other fossil sources MWh 0
Consumption of purchased or acquired electricity, heat, steam, and cooling from fossil sources MWh 6,421
Total consumption from fossil energy
MWh
2,727,440
Share of fossil sources in total energy consumption % 99
Total consumption from nuclear sources
MWh
0
Share of consumption from nuclear sources in total energy consumption (%) % n/a
Fuel consumption from renewable sources, including applicable biomass, industrial and municipal
waste of biologic origin, biogas, renewable hydrogen, etc.
MWh 2,791
Consumption of purchased or acquired electricity, heat, steam, and cooling from renewable sources MWh 19,670
Consumption of self-generated non-fuel renewable energy MWh 110 (Note 3)
Total consumption from renewable energy
MWh
22,571
Share of renewable sources in total energy consumption % <1
Total energy consumption
MWh
2,750,010
1. Fuel used for self-generation of electricity and heat for use in offices and other onshore work sites and fuel oil used for powering the fleet of vessels.
2. Natural gas used for onshore heating of offices and other onshore work sites.
3. Subsea7 does not produce non-renewable or renewable energy for use in its operations. A limited number of sites generate energy from solar power.
Table 2-7 – Emissions reduction targets
Emission reduction
targets by type
Categories Value
Total Scope 1
and 2 GHG
emissions
Percentage
(as of emissions
of base year)
Net Zero Scope 1 and
2
(1)
GHG emissions
by 2050.
50% reduction of Scope
1 and 2 GHG emissions
by 2035 compared to a
2018 base year baseline.
1. Scope 2 (market-based) GHG emissions
Base year and baseline
The Scope 1 and 2 target that has been set is a percentage
reduction in the GHG emissions inventory compared to an
adjusted base year inventory. It is calculated by comparing
the absolute GHG emissions inventory for the reported year
with the adjusted absolute GHG emissions inventory for the
base year. The adjusted absolute GHG emissions inventory
for the base year forms the baseline against which the
reported year emissions inventory is compared.
In order to meaningfully compare the Scope 1 GHG emissions
inventory in the reported year with the 2018 base year
inventory, any transactions, such as mergers or acquisitions,
that occurred between the base year and the reporting year
must be examined to determine if an adjustment to the base
year inventory is required. The adjusted absolute GHG
emissions inventory for the base year would then form the
baseline against which the reported year GHG emissions
inventory is compared. The base year’s absolute GHG
emissions inventory will be adjusted in accordance with
Subsea7’s GHG emissions adjustment (rebaselining) policy,
which is documented in the Group’s GHG Emissions,
Accounting and Reporting Policy.
In line with peers and the Science Based Targets initiative
(SBTi), Subsea7 has set a threshold for GHG emissions
baseline adjustment if the impact of the net sum of potential
adjustments resulting from all individual events/transactions
is greater than or equal to 5% of the baseline. In the event
that the threshold is triggered, the sum of the appropriate
adjustments must be applied to the base year inventory to
form the new baseline for the reporting year, recalculated and
restated. Any changes are made at the end of each reporting
year. The Group restates its baseline when it reports its latest
GHG emissions. This threshold will be reviewed periodically
and may be modified in the future. The baseline was
recalculated at the end of 2024 to account for all material
transactions that had taken place between the base year
and 2024.
Energy consumption and mix (ESRS E1-5)
Table 2-8 shows the total energy consumption related
to Subsea7’s operation. It is based on Subsea7’s material
annual energy conversion and mix.
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Energy intensity based on net revenue
Table 2-9 presents the energy intensity based on net revenue.
Table 2-9 – Energy intensity per net revenue
Energy intensity per net revenue for the year ended 31 December 2024 Unit Value
Total energy consumption from activities in high-climate-impact sector (Note 1)
MWh
2,750,010
As Table 2-8
Net revenue from activities in high-climate-impact sectors used to calculate
energy intensity
$ millions
6,837
Total energy consumption from activities in high-climate-impact sectors per net
revenue from activities in high-climate-impact sectors
MWh/ $ millions
402
1. Subsea7 assumes that all of its activities fall under the high-climate impact sectors.
Gross Scope 1, 2, 3 and total GHG emissions (ESRS E1-6)
Subsea7’s total GHG emissions inventories under Scopes 1, 2 and available category in Scope 3 are presented in Table 2-10.
The Scope and category boundaries are in accordance with the definitions of the World Resources Institute GHG Protocol
and its supporting guidelines.
Subsea7’s approach to GHG emissions accounting and reporting is documented in Subsea7’s GHG Emissions Accounting
and Reporting Policy. The policy governs the following related to Table 2-10:
Subsea7’s GHG emissions accounting and reporting methodology, standards, factors, global warming potentials (GWPs),
adjustment policy, and models
An evaluation of which GHG emissions Scopes are material for Subsea7
An evaluation of the quality of input information currently available to estimate each of the emissions Scopes (quantity
data and conversion factors)
Based on the above, consideration of the completeness, accuracy and traceability of each Scope, and its suitability to
be disclosed.
Table 2-10 shows the total GHG emissions disaggregated by Scopes 1 and 2 and available Scope 3.
Information is only available to support disclosure of Scope 3 Category 6 for business air travel. Information is not available
to support disclosure of any of the other upstream or downstream Scope 3 categories defined by the GHG Protocol Value
Chain (Scope 3) Standard.
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Table 2-10 – Total GHG emissions disaggregated by Scopes 1 and 2 and available Scope 3
Retrospective Milestones and target years
Base year (2018) 2024 2030 2035 2050
Annual % target/
base year
Scope 1 GHG emissions – Note (1)
Gross Scope 1 GHG
emissions (tCO
2
-e)
643,000
Note (2)
748,000 No target set
50%
reduction
Note (3)
Net
Zero
No target set
Percentage of Scope 1
GHG emissions from
regulated emission trading
schemes (ETS) (%)
No activities within
ETS boundaries in
base year
0.8
Note (4)
––– –
Scope 2 GHG emissions – Note (5)(6)
Gross location-based
Scope 2 GHG emissions
(tCO
2
-e)
Not included in the
base year
4,440 –
–
––
Gross market-based
Scope 2 GHG emissions
(tCO
2
-e)
6,950 1,480 –
50%
reduction
Note (3)
Net
Zero
–
Scope 3 GHG emissions
Total gross indirect
(Scope 3) (tCO
2
-e)
22,700
Note (4)
56,000
Note (4)
No target set for Scope 3. For more details, see page 85.
Category 6. Business
travels (tCO
2
-e)
22,700
Note (7)
56,000
Note (7)
Total GHG Emissions (tCO
2
-e)
Total GHG emissions
(location-based)
Not calculated 809,000 – – – –
Total GHG emissions
(market-based)
673,000 806,000 – – – –
1. The Scope 1 inventory covers material direct GHG emissions from the activity of Subsea7’s owned assets, and leased assets under Subsea7’s
financial control for a period of 12 months or more. These assets include Subsea7’s vessels and onshore facilities. The reported GHG emissions are
from combustion of fuels only. It is to be noted that Subsea7 has included Scope 1 GHG emissions from onshore fuel consumption in this Scope 1
GHG emissions inventory disclosure for the first time in 2024. The contributions to the Scope 1 GHG emissions inventory are as follows:
– GHG emissions inventory from Scope 1 fleet of vessels: 741,000 tCO
2
-e
– GHG emissions inventory from onshore fuel consumption: 6,850 tCO
2
-e
2. The 2018 base year Scope 1 GHG inventory has been adjusted in 2024 in accordance with Subsea7’s adjustment policy and threshold to produce the
baseline for 2024. The adjustment is based on comparison of the size and composition of the base year fleet versus the reporting year fleet and
consideration of the threshold for re-baselining.
3. 50% reduction in net annual absolute GHG emissions compared to the adjusted absolute base year GHG emissions inventory.
4.The GHG emissions inventory stated to be within the scope of the EU Emissions Trading System (ETS) for 2024 includes only the relevant GHG
emissions from the Subsea7 assets that are within the boundaries of the scheme in 2024, and that are subject to surrender of allowances. This
inventory is calculated based on the consideration of vessel journeys, the phase-in mechanism and inclusion of CO
2
only within that scheme for those
assets in 2024.
5. Scope 2 GHG emissions inventory includes indirect emissions from electricity purchased and consumed by Subsea7 calculated using both location-
based and market-based methods. Location-based emissions are derived from average emission factors for the electricity grids supplying the
Group’s offices, fabrication yards, and spoolbases. Market-based emissions include purchased electricity through contractual instruments such as
bundled Energy Attribute Certificates (EACs) and green tariffs, supported by renewable energy certificates (RECs) including Guarantees of Origin.
For sites without such agreements and for other Scope 2 energy types lacking supplier-specific or residual mix emission factors, the national average
emission factor is applied. As of 31 December 2024, 46% of the Group’s electricity came from renewable sources, with an associated REC issued.
6. Emissions from heating, steam, and cooling were excluded from Scope 2 GHG emissions due to uncertainty about the heating and cooling sources at
the time of data consolidation. Additionally, Subsea7 does not purchase or acquire steam. This exclusion is considered to be of low materiality
compared to the overall Scope 2 GHG emissions, as these emissions represent a minor proportion of the total energy usage. The energy
consumption figure in Table 2-8 however includes the energy used for purchased heating and cooling.
7. The reported gross Scope 3 GHG emissions only covers Category 6 for business air travel.
8. Our reporting on GHG emissions is based on tonnes of carbon dioxide equivalent (tCO
2
-e), a standard unit used to compare and account for
emissions from various GHGs based on their global warming potential. The emissions conversion factors to calculate CO
2
-e are IEA for electricity
and Defra for fuel/gas. The process for estimating GHG emissions inventories uses the appropriate level of decimal places. The total annual absolute
inventories for each Scope and category are then rounded to three significant figures for disclosure.
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GHG intensity based on net revenue
Subsea7’s GHG emissions intensity per unit of net revenue is presented in Table 2-11.
Table 2-11 – GHG intensity based on net revenue
GHG intensity based on net revenue for the year ended 31 December 2024 Unit 2024
Total GHG emissions (location-based) tCO
2
-e 809,000 (Note 1)
Total GHG emissions (market-based) tCO
2
-e 806,000 (Note 2)
Net revenue used to calculate GHG intensity $ millions 6,837
Total GHG emissions (location-based) per net revenue tCO
2
-e /$ millions 118
Total GHG emissions (market-based) per net revenue tCO
2
-e /$ millions 118
1. Total GHG emissions (location-based) includes Scope 1, Scope 2 (location-based) and Scope 3 GHG emissions associated with business air travel
only (Category 6 Scope 3);
2. Total GHG emissions (market-based) includes Scope 1, Scope 2 (market-based) and Scope 3 GHG emissions associated with business air travel only
(Category 6 Scope 3).
GHG removals and GHG mitigation projects financed through carbon credits (ESRS E1-7)
Subsea7 has not adopted GHG removals and GHG mitigation projects financed through carbon credits.
Internal carbon pricing (ESRS E1-8)
Subsea7 has not adopted internal carbon pricing schemes.
Potential financial effects from material physical and transition risks and potential climate-related
opportunities (ESRS E1-9)
Subsea7 had taken the option to omit the information prescribed in ESRS disclosure E1-9 for the first year of preparing the
Sustainability Statements.
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ESRS S1 – Own workforce
General Disclosures
Interests and views of stakeholders
(ESRS 2 SBM-2)
Engaging with its workforce allows Subsea7 to effectively
align its priorities and strategic direction. This engagement is
done through surveys, regular performance reviews, regular
newsletters and communication sessions (such as town
halls). These engagements are conducted by leadership
teams as well as by direct line managers. Management
also consults internal experts on sustainability-related
IROs, supports the workforce’s needs via human resource
(HR) teams and platforms, and provides learning and
development opportunities.
In addition, Subsea7 has a confidential external reporting
line (Safecall), which the workforce can use, if they believe
the Group’s Code of Conduct has been breached (including
any human rights violations). More details can be found in
ESRS G1 on pages 109-110. There are also global and local
grievance procedures that can be used to raise grievances
about individual unfair treatment.
Material impacts, risks, opportunities and their
interaction with strategy and business model
(ESRS 2 SBM-3)
Table 3-1 summarises the material impacts, risks and
opportunities in relation to the Group’s own workforce,
identified through the double materiality assessment (DMA),
for more details refer to Materiality assessment (ESRS 2 –
IRO-1) on page 72.
Table 3-1 – IROs in relation to the Group’s own workforce
Boundary in value chain Time horizon
Upstream
Own
operation
Downstream Short Medium Long
Labour practices and human rights I/R/O
Subsea7’s own workforce subject to slavery, human
trafficking and other types of forced or involuntary
labour (e.g. debt bondage and withholding of
passports, unlawful deduction of wages, and lack
of freedom to accept or decline work)
Potential Impact
(-)
••••
Penalties, convictions, debarment and damage to
the Group’s reputation due to human rights
violations and unacceptable labour practices
affecting our own workforce
Risk
••••
Health and safety of workers
Subsea7’s own workforce subject to work-related
illness, injury or harm associated with operations,
harsh or unfamiliar environments
Potential Impact
(-)
••••
Exposure to security breaches, illness, injury or
harm associated with transit routes and/or the
location of work
Potential Impact
(-)
••••
Financial or operational consequences due to
work-related illness, injury or harm associated with
operations, harsh or unfamiliar environments
Risk
••••
Diversity and inclusion
Developing a diverse and inclusive environment
resulting in better creativity and innovation
Opportunity
••••
Recruiting and advancing women and under-
represented groups
Potential Impact
(+)
••••
Talent attraction, development
and retention
Failing to attract/retain talent due to societal
preferences, particularly in the younger
demographic, for opportunities in energy transition
rather than oil and gas
Risk
••••
SOCIAL DISCLOSURES
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Own workforce includes all employees and non-employees
(the definition of this can be found in the metrics and
targets section on page 97). All policies and processes
cover this population, unless otherwise stated. Subsea7
describes how its material IROs interact with its strategy in
on page 69, ‘Sustainability in our strategy, business model
and value chain’. The negative impacts presented in Table
3-1 cover the Group’s own workforce, the activities and
actions leading to the positive impact are presented in the
Diversity and inclusion section on page 94. Subsea7 did not
identify any material negative impacts for its workforce as a
result of the transition to a greener economy, however there
is a risk of failing to attract and retain suitably skilled and
capable personnel across all business units at a time when
societal preferences, particularly in the younger demographic,
are towards opportunities in energy transition rather than oil
and gas.
Impacts, risks and opportunities
management
Policies related to own workforce (ESRS S1-1)
and actions on material impacts on own
workforce (ESRS S1-4)
Under this section, four topics are covered relating to
Subsea7’s own workforce, based on the IROs matrix
presented in Table 3-1:
Labour practices and human rights;
Health and safety;
Diversity and inclusion;
Talent attraction, development and retention.
Each topic is discussed independently ensuring that all
relevant disclosure requirements are met. While Subsea7
does not quantify the resources allocated to manage each
material impact, the implementation of each policy is the
responsibility of the functional director, with overall
accountability within the Executive Management Team.
Labour practices and human rights
Labour practices and human rights approach
and policies
Human rights risks and potential impacts in the sector in
which the Group operates can be significant, due to the
type of work Subsea7’s workforce and suppliers perform
and the potential involvement of vulnerable, migrant workers
from countries with lower human rights protections.
Subsea7’s objective is to ensure it has identified and
assessed the risks and taken the correct steps to mitigate
and guard against these. In accordance with a risk-based
approach, management has identified child labour, slavery
and trafficking, and other forms of forced or involuntary
labour as the human rights risks that could have the most
egregious impact. These are the labour-related human
rights risks Subsea7 is focused on managing as a clear
priority. Corruption, safety and security risks, and
environmental impacts are also recognised as key
aspects of the Group’s human rights obligations.
Respecting human rights and managing the human rights
impacts of operations is how Subsea7 lives its Values and is
fundamental to how the Group conducts business. Putting
in place fair and lawful employment practices and providing
a working environment in which no one is abused or
exploited by Subsea7, or anyone the Group works with,
makes for a stronger and more reliable business capable
of attracting and retaining talented people, and with which
clients and suppliers want to partner, globally.
The Subsea7 Human Rights Policy Statement recognises
the Group’s responsibility and commitment to act in a
socially responsible manner, comply with applicable laws,
respect human rights and avoid complicity in human rights
abuses. The Group’s Human Rights Programme is designed
in accordance with appropriate principles and best practice,
including the UN Guiding Principles on Business and Human
Rights. In addition, the Group’s Human Rights Policy is
guided by international human rights principles encompassed
in the International Bill of Human Rights and the International
Labour Organization’s (ILO) Declaration on Fundamental
Principles and Rights of Work. By so doing, Subsea7 aims
to gain and retain the trust of its clients, workforce, business
partners, suppliers and other stakeholders. There is also
a commitment to work with suppliers and partners whose
human rights standards are consistent with those of
the Group.
The Group’s Code of Conduct is applicable to all who work
for and on behalf of Subsea7 globally, including employees
and non-employees. It sets out the key principles that the
Group are committed to upholding and to which line
management is responsible for communicating and
implementing, in it can be found more details of, and
guidance on, commitments in relation to human rights
and labour practices.
The Group’s Human Rights Policy Statement and Code
of Conduct have been adopted by the Group’s Board of
Directors and are regularly reviewed and updated.
Subsea7’s Human Rights Programme
Subsea7’s Human Rights Programme is underpinned by
the Group’s Human Rights Policy Statement and Code of
Conduct. The programme is designed to:
Embed the Human Rights Policy Statement and the
relevant aspects of the Code of Conduct
Identify and manage human rights risks across Subsea7’s
own operations and within its supply chain, with a
particular emphasis on the risks with the most egregious
impacts, namely child labour, slavery and trafficking, and
other forms of forced or involuntary labour
Give effect to the Group’s commitments under the UN
Global Compact and the ILO Standards in relation to
child labour
Address existing and emerging stakeholder and regulatory
expectations and requirements, such as the UK Modern
Slavery Act, the Norwegian Transparency Act and
applicable EU diligence laws.
The Group’s full Human Rights Programme can be viewed
on Subsea7.com. Many of the specific elements of the
programme are described in relevant sections of the
Sustainability Statements.
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Subsea7’s programme includes a well-established Speak
Up Policy and confidential channel for people to report
serious breaches of its Code of Conduct. For more details
refer to the Whistle-blowing channels and culture section
on page 111. In addition, the Group has local grievance
policies and mechanisms, in line with its Global Grievance
Procedure and local legislation, for resolving individual
grievances on matters such as working practices, health
and safety, fair treatment, or terms and conditions of
employment.
Actions relating to labour practices and human
rights
Subsea7 is a signatory to the UN Global Compact and
is aligned with its commitment to respect and protect
human rights (Principles 1 and 2) and to fair and lawful
employment practices across the Group and throughout
its supply chain (Principles 3, 4, 5 and 6). The Group also
supports the ILOs Standards regarding child labour and
minimum working age.
Subsea7 has established ambitions to enhance its
management of this material topic, these are:
Ensuring broad understanding of Subsea7’s
expectations and commitments to the principles
of the UN Global Compact
Applying the principles of the UN Global Compact within
Subsea7 and actively monitoring compliance
Working with the Group’s suppliers and partners to
ensure that the principles of the UN Global Compact are
applied across the value chain.
The Board of Directors and the Ethics Committee play
a critical role in overseeing the Group’s approach to
human rights and ensuring processes are consistent with
international regulatory expectations and standards. During
2023, a Board member with expertise on labour practices
and human rights was appointed, strengthening the
Board’s oversight.
The Group’s human rights risk assessment is conducted for
every country in which the Group operates, and on entry
into a new, high-risk country. The risk assessment enables
management to identify where the Group may face risks;
and where there may be gaps in the Group’s own policies
and procedures.
In 2024 the Group published its Global Human Rights
Procedure which underpins the Group’s Human Rights
Policy Statement. The procedure provides guidance on how
to address any policy and procedure gaps identified via the
Group’s risk assessment process, and thus better manage
the most egregious, potential human rights impacts. It also
provides guidance on how the Human Rights Policy
Statement is implemented across the Group’s operations
and its supply chain, the role of the various associated
procedures, and where they can be found.
In 2024, the Group’s Human Rights Programme, and the
culture that underpins it, has continued to mature to be able
to effectively support the delivery of the Group’s business
objectives. Management’s specific focus areas have been
on the Group’s people, processes and suppliers. For more
details on how the programme applies to suppliers, refer to
Policies related to value chain workers on page 103.
Figure 3-1 – A visual representation of the Group’s Human Rights Programme
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Our Workforce
We continue to train and raise awareness among the key
leadership and functional roles that need to be able to
help identify and manage human rights risks. During 2024
around 80 additional managers have participated in formal
human rights training, and many more have attended
team-specific training which varied from short summary
presentations at team meetings to 90 minute deep-dive
sessions into managing labour agencies. We continue to
raise awareness about our Speak Up Policy and Safecall
and to encourage people to speak up; and we have
refreshed and increased visibility of mechanisms for people
to raise grievances via local and global HR processes.
Our network of Human Rights Champions is maturing, and
they have become focal points for project tenders, requests
for information and supporting local actions in our offices.
An example is a short series of podcasts produced by a
region, where they interviewed the Group’s Human Rights
Manager and discussed how everyone can play a role.
Our Process
We have also continued our engagement with Building
Responsibly, an industry work-group for construction and
engineering firms and the energy sector, focused on human
rights, worker welfare and labour practices. A focus for
Building Responsibly in 2024 has been fair recruitment
practices for vulnerable migrant workers – something that
is of particular importance to Subsea7, given the number of
temporary workers on its sites and within the supply chain.
The Group’s Human Rights Programme will continue to
be embedded across both our operations and our supply
chain to ensure we manage our highest-impact human
rights risks.
Some of the key areas that we focus on in relation to our
supply chain are:
Continue to enhance and embed our supplier risk
assessment procedures
Improve the use of digital tools and platforms to improve
efficiency and decision making
Continue to raise awareness of our human rights
commitments within the Group
Prepare for emerging legislation, such as the EU
Corporate Sustainability Due Diligence Directive
collaborate with our strategic suppliers on their supply
chain risks
Continue to develop measures to obtain assurance
regarding the management of human rights risks in the
supply chain.
Further information on specific actions taken and progress
made in 2024 related to managing human rights matters
across the supply chain are described on page 104.
Training to identify and manage human
rights risks
Subsea7 conducts human rights training for a selection of
its workforce to ensure that they understand and uphold
the Group’s commitment to ethical business practices and
human rights. The selection of personnel for this training is
based on their position within the Group and their role in the
Human Rights Programme, which involves identifying and
managing human rights risks. This includes:
Regional leadership teams (Senior Vice Presidents, Vice
Presidents and Directors) regardless of their function.
Relevant HR managers and HR personnel, including the
recruitment function.
Supply Chain Management (SCM) managers and
screening personnel involved in setting up and managing
new suppliers.
Legal and compliance personnel.
Country management teams.
Any other corporate or functional personnel as nominated
by management e.g. security personnel.
Interactive webinar training was initially provided by a
third-party human rights consultancy and later adapted
internally by the Group to be presented by the Chief Ethics
and Compliance Officer (CECO). The CECO oversees the
training and ensures it is reviewed and refreshed annually.
Health and safety
Health and Safety approach and policies
Subsea7’s workplaces are potentially hazardous,
particularly when working offshore in harsh and remote
environments. The Group’s overall objective is to provide
a safe and healthy workplace for all, worldwide. The safety
of our workforce is at the heart of what we do. We are
committed to an incident-and injury-free workplace every
day, everywhere and our policies are reviewed to seek to
improve safety performance. We believe that all people
working on our sites anywhere in the world are provided
with the same level of protection.
The UN Global Compact recognises the importance of
health, safety, and wellbeing through a number of its
Sustainable Development Goals. Subsea7 supports these
goals and ensures we create, maintain, and promote a safe,
secure, and healthy work environment.
Subsea7 has established a policy for Health, Safety,
Security, Environment and Quality (HSSEQ) setting the
standards for how Subsea7 commits to achieving an
incident-free workplace, delivering projects and services
on time, within budget, and to the required standards to
create sustainable value for shareholders, partners and the
communities where the Group operates. This policy applies
to all of the Subsea7 and is overseen by the Executive
Management Team, which is led by the Group’s Chief
Executive Officer.
There is a robust Business Management System (BMS) in
place that supports fostering a culture that promotes health
and safety.
Subsea7’s BMS underpins the way health and safety is
managed. Subsea7’s line managers are responsible for
implementation and compliance with the system and ensuring
that all employees and non-employees are aware of their
responsibilities. All incidents and near misses are recorded
in detail and each event is investigated. Subsea7 measures
activities against its internal standards and processes as
well as regulatory and legislative requirements.
The Health, Safety and Environmental (HSE) Incident &
Near Miss Case Management Procedure in the Group’s
BMS details the full-life cycle process for case management
of HSE incidents and near misses in Subsea7. The
document provides guidance on the classification and
recording of all incidents and near misses and applies
globally to all Subsea7 controlled vessels, sites, and offices
within its operational boundary. Subsea7 applies the
philosophy and concepts of Human and Organizational
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SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
Performance (HOP), which facilitates how we learn from
HSE incidents and near misses in Subsea7.
Applying the HOP principles in the full lifecycle of incidents
and near misses (reporting through to project close-out)
supports the importance of learning within Subsea7. The
Group utilises Synergi (a platform licensed by DNV-GL) as
its incident management system. Synergi is an integral part
of Subsea7’s tools that provides extensive functionality
to report, record, manage, trend, and learn from events
(e.g., HSE, quality, compliance, environmental and security)
across the Group.
Subsea7 has introduced the HOP philosophy to better
understand how work is performed across the Group.
We have been learning from our work through our ‘Useful
Questions’, which have prompted better safety discussions
on our vessels and sites. Subsea7 has commenced
embedding HOP into some of its processes, procedures,
and training programmes. HOP has been embedded into
the Leading Safety Programme through the use of HOP
language and questions.
Actions related to health and safety
The reporting and investigation of recordable injuries are
prioritised to further advance our learning and safety
performance. In 2024, there were 43 recordable injuries
from 32.1 million hours worked across our vessels, sites,
and offices. This translates to one recordable injury per
745,529 hours worked. This is a significant achievement
and a testament to our strong safety leadership and culture.
Subsea7 continued to deploy the Worksite Sponsor
Programme across its vessels and onshore work sites.
This involves a two-way communication between operations
and senior management, to enable a focused level of
support and discussion around safety-related performance,
incidents and potential issues.
There has been an increased level of assessment within
our supply chain to support improved performance. This
included close collaboration with multiple suppliers via
several safety meetings to better understand the common
challenges our suppliers are facing. By engaging with
suppliers, Subsea7 was able to identify potential areas
of improvement to support the overall quality of delivery
to better achieve predictable performance.
Supported by teams across the Group, focus remained
on upholding our ‘work safe, home safe’ commitment.
This long-standing commitment captures our responsibility
to everyone working on, or connected with, a Subsea7 site
where we, as a priority, ensure a safe environment for those
involved or affected by our activities, where everyone
participates and is empowered to stop the job if they feel
it is unsafe.
In 2024, feedback from our offshore management teams
was that the skills being learnt at the Leading Safety
Refresh Programme were having a favourable impact on the
application and use of our safety tools such as toolbox talks
and pre-task briefings. This encouraged us to maintain and
deliver our safety leadership training to all relevant employees
and non-employees to underpin our safety culture and
performance. The training focused on developing and
inspiring leaders to encourage a positive safety environment
where HOP principles develop.
Diversity and inclusion
Diversity and inclusion approach and policies
Subsea7’s workforce includes more than 100 nationalities
and individual differences are viewed as a strength.
Embracing diversity in the workplace helps maintain access
to, and supports, a diverse pipeline of talent. At Subsea7 we
recognise that an inclusive and diverse environment not
only fosters creativity and innovation but also improves
decision making through new ways of thinking.
As the energy industry continues to evolve, we need to build
new skills and develop global perspectives to make the
energy transition possible. Creating, maintaining and
promoting an inclusive work environment where all our
differences are embraced, and everyone is treated equitably
is important for our workforce to thrive and be motivated to
support the sustainable delivery of the offshore energy
transition solutions the world needs.
Following the launch of the Subsea7 Diversity & Inclusion
(D&I) Framework in 2022, we continue to focus on our
four pillars:
Inclusive culture
Gender balance
Nationality balance
Recruitment pipeline.
Subsea7 recognises that D&I ambitions can only be
achieved by establishing a clear agenda which is then
implemented and enforced by systematic management
actions. The Executive Management Team and the
Corporate Human Resources Team are responsible for
developing the overarching Group ambitions and global
approaches. This is done collaboratively with input from our
senior leaders in each of our regions. Each region then sets
out its plans to meet the ambitions within its business.
Subsea7’s commitment to equal opportunities and diversity
is to promote equality of opportunity and address unfair
discrimination in every aspect of its operations – in our
governance, management systems, operational activities
and within our workforce. To support this, we have
established an Equal Opportunities & Diversity Policy which
is owned by the Group’s Executive Vice President of Human
Resources (EVP HR).
This policy aims to promote:
Inclusion, equality of opportunity and fairness of
treatment for all
A workplace where people are treated with dignity
and respect
Active opposition to all forms of prejudice, discrimination
and harassment.
Valuing and promoting diversity is one of the core principles
of Subsea7’s Equal Opportunities and Diversity Policy,
which applies to all in the workforce.
We aim to be a group that values its employees and
non-employees for their individual differences and treats
them fairly, consistently, and reasonably in respect of
work-related matters.
This principle is supported by our Global Bullying and
Harassment Policy that outlines indicative behaviour that
would constitute harassment or bullying and remedies to
address such behaviour. This policy applies globally with
accountability for this policy being with the Group’s EVP HR.
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We have established a Board Diversity Policy, the purpose
of which is to ensure that the Board of Directors of Subsea7
has an inclusive and diverse membership and, as a whole,
the Board has the skills, expertise and experience to guide
the business and strategy of the Group for the benefit of its
shareholders, having regard to the interests of all its
stakeholders. The Board Diversity Policy is only applicable
to the Board but sits alongside Subsea7’s Code of Conduct
and associated global policies, which set out Subsea7’s
broader commitment to diversity and inclusion.
Actionsrelated to diversity and inclusion
Subsea7’s leadership focus on diversity and inclusion
continues with strong engagement. The Executive
Management Team meets two to three times a year to
set the annual focus areas and review status to keep
the agenda on track. Our Regional VPs, the Group’s SVP
Project & Offshore Operations and HR Directors meet
twice a year as a group to discuss the direction and share
learnings on how they are translating the ambitions
into actions.
In order to promote positive behaviours in the workplace,
Subsea7 deployed 7Ally-Upstander, a pilot training
programme, in 2023. The programme was rolled out in
2024 across the Group, enabling our people to understand
how they can address inappropriate workplace behaviours
as a bystander.
There has been a continued focus on increasing women
in leadership positions with targeted development of our
top female talent; for onshore-based women through a
development programme and for offshore-based women
via face-to-face forums.
We enhanced our approach to talent management to
ensure clearer visibility of our onshore-based top talent
by gender and nationality, which is now trackable, and
launched our offshore talent review.
A significant effort was placed on attracting and hiring
women to join our offshore crews, resulting in offshore
permanent female hires increasing from 8% in 2023 to
12% in 2024.
Our efforts continue in gender-balanced early careers
positions in both graduates and cadets. Our 2024 graduate
class included 184 people, spanning 35 nationalities, with
35% being female.
We continue to encourage the internal advertising of
senior positions, giving all our people equal opportunity
to communicate their ambitions and capabilities.
Throughout 2024, we continued to build diversity and
inclusion awareness through our Festival of Learning,
events and worldwide celebrations, including International
Women’s Day, World Day for Cultural Diversity and
International Day of the Seafarer.
We continued our diversity and inclusions focused
partnership with external parties:
POWERful Women, a professional initiative to create a
gender-balanced, diverse and inclusive UK energy sector
WISTA International, a networking organisation
whose mission is to attract and support women, at
the management level, in the maritime, trading and
logistics sectors
UK Armed Forces Covenant which supports service
leavers’ transition from military life to civilian employment
in a way that recognises their compatible and
transferable skills to Subsea7.
Talent attraction, development and retention
(includes wellbeing)
Talent attraction, development and retention
approach and policies
Being7 is our employer brand and the backbone of our
culture. It’s what we offer our people, it’s what our people
bring to Subsea7 and it’s what it feels like to be part of the
team. At Subsea7 we offer our people a career they can be
proud of, an incredible journey and an environment where
they can thrive. We use the voice of our existing employees
to tell their Being7 story to attract new employees to Subsea7.
Subsea7 has a well-established range of learning and
development tools and programmes to help our people
grow their knowledge and abilities in different areas of
the business, including business and functional skills
frameworks, development programmes, and a variety of
learning content, designed to promote inclusive and equal
learning opportunities amongst our employees.
Subsea7’s onshore employees and offshore management
teams have an annual performance and development
discussion. This is held with their line manager to ensure
they have a clear understanding of the organisational
expectations of them as well as to ensure their development
and wellbeing needs are understood. For offshore crews,
excluding offshore management teams, permanent and
day-rate people complete an annual appraisal that
addresses their development, this is documented in
the Group’s offshore learning system.
Subsea7 has a robust wellbeing framework consisting of
Mind, Body, Connect and Thrive. Our teams have embraced
the importance of wellbeing across the Group and continue
to bring it to life through various activities including
workshops, training, questionnaires, conversations, group
sessions and sessions dedicated to key wellbeing topics. As
an example, in 2024 our offshore management teams and
medics were provided with access to training in mental
health to support greater awareness of this topic.
Actions related to talent attraction, development
and retention
Our focus and investment in learning and development
continued in 2024 with our global suite of development
programmes with delegates being nominated to the
programmes from across the Group: Women in Business,
Commercial Awareness, Early High Potential Talent (Rise),
Core Career Skills, Project Manager Diploma, Project
Success Programme, Global Graduate Programme,
Management Development Programme (onshore and
offshore), Leading7, Safety Leadership Programme,
offshore conversion programmes and our Offshore
Cadet Programme.
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SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
At a local level, both onshore and offshore, our investment
in learning and development for individuals continued. In
2024 we reinforced our learning and development
commitment and culture by adding the discussion on
individual development and career aspirations into our
annual performance discussions.
Subsea7 continues to encourage a culture of learning
through an annual Festival of Learning which spanned
the full month of June 2024, the theme was ‘Business
Performance’. We had record-breaking attendance with
over 7,000 of our onshore and offshore people taking part.
We set new clearer ambitions against our Wellbeing
framework of Mind, Body, Connect and Thrive, to align our
actions across the Group to support what we are trying to
achieve and our responsibilities as an employer. This will be
rolled out in 2025.
All our employees have access to a confidential Employee
Assistance Programme that provides support for coping
with life’s challenges including health and wellbeing,
financial problems, stress or anxiety and family issues.
We celebrated our Being7 culture in February 2024 at our
annual Being7 day and through our people nominating their
colleagues for Being7 Stars, with the theme being those
who made them feel included at work.
Being7 is supported through our learning and development,
diversity and inclusion, and wellbeing strategies, including a
regular survey that enables us to track the impact of our
initiatives and actions and understand where we need to
focus our efforts to continually improve Subsea7. As a
lagging indicator, we analyse our employee turnover to
understand if there are trends and patterns that need to
be addressed.
Processes for engaging with own workers
and workers’ representatives about impacts
(ESRS S1-2)
Every six months Subsea7 conducts an employee survey
where we ask our people for their views. The survey, which
is managed by the Group’s HR function, covers questions
on engagement, diversity and inclusion, health and wellbeing
and the Subsea7 Values. Subsea7 has the ability through
the survey platform to view the results against the different
demographics of the workforce, allowing management to
understand strengths and priorities. All line managers get
individual dashboards with their results, with suggested
actions for areas of improvement. The responses at the
region, onshore and offshore level are assessed to ensure
the Group’s ambitions are focused correctly to improve
the workplace.
There is regular communication with our people. This is
done through a variety of ways such as weekly global
emails, global town halls, open Q&A directly to the Executive
Management Team, as well as regional and local office
village halls and celebration days.
Subsea7 continued to deploy the Worksite Sponsor
Programme, refer to Health and safety section on page
93 for more details. For onshore people there is an easily
accessible intranet and for offshore people there is the
7offshore app.
Processes to remediate negative impacts and
channels for own workers to raise concerns
(ESRS S1-3)
Grievance policies and mechanisms are established to
provide, in line with the Group’s Global Grievance Procedure
and local legislation, a fair and effective procedure for
resolving individual grievances on matters such as working
practices, health and safety, fair treatment, or terms and
conditions of employment. Any grievance relating to labour
practices can be raised according to these procedures.
We have a clear Speak Up Policy, which is also summarised
in the Group’s Code of Conduct. It offers various channels
for raising concerns, including an externally administered
and monitored confidential reporting line (Safecall), which
is extensively promoted within Subsea7. We, therefore,
provide ways for our people to report confidentially and,
where local law allows, anonymously. All personnel are
encouraged to utilise one of these reporting channels if
they become aware of a possible breach of our Code of
Conduct or have concerns in respect of unethical conduct,
including human rights breaches.
We take proactive steps to ensure that our workforce are
aware of and reminded about the ways they can raise
concerns, which include:
Annual compliance and ethics training in which we include
specific scenarios relevant to material sustainability
topics (human rights and business ethics), as well as
about how to raise concerns
Annual Global Integrity Day – at Subsea7 we set aside
one day per year, where across the Group we stop and
discuss what integrity means to us and how our people
are supported in raising concerns
Ongoing communications and updates through
newsletters, intranet pages and Integrity Moments.
All allegations of human rights breaches received via
Safecall or internal channels are reported to the Group’s
Chief Ethics and Compliance Officer (CECO), who records
them in a case management system and oversees their
investigation by appropriately independent managers, in
accordance with the Group Compliance and Ethics
Investigations Principles and Procedure.
If Subsea7 receives reports of concerns regarding slavery
or human trafficking in its operations or its supply chain,
we undertake an urgent, thorough investigation into the
concerns raised under the supervision of the CECO and,
potentially, the Ethics Committee. If the investigation
confirms the concerns, we put in place robust action
plans to address the issue and protect the victims.
Subsea7 uses its case management system to track Speak
Up and other human rights cases and investigation metrics,
such as the number of reports received, the types of
misconduct alleged or suspected, and remedial measures
taken. We use such metrics to assess areas for improvement
in our programme, and we report these to the Ethics
Committee and the Corporate Governance Nominations
and Risk Committee.
SUSTAINABILITY STATEMENTS CONTINUED
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96
We provide feedback to the person who raised the concern,
and any gaps and remedial actions identified (e.g. training,
communication, policy revision or control enhancements)
are captured in the case management system and
implemented at a local level, unless they are best
addressed at a Group level.
Refer Whistle-blowing channels and culture on page 111 for
more detail.
Metrics and targets
Due to the sensitive nature of workforce data no
estimations have been used in the following disclosures.
Where data is currently unavailable it has been noted next
to the relevant disclosure point, identifying which part of the
Group is excluded, this may include individual subsidiaries
or the dataset as a whole.
Targets related to managing material impacts,
advancing positive impacts, as well as to risks
and opportunities (ESRS S1-5)
Metrics and targets (labour practices and
human rights)
Percentage of our workforce covered by a human rights
risk assessment within the last three years: 100%
Percentage of target audience completing human rights
training: 100%
Metrics and targets (HSE)
Lost time injury (LTI) frequency target:
<0.03 per 200,000 man hours
Total recordable cases (TRC) frequency target:
<0.18 per 200,000 man hours
Serious injury potential frequency (SIF):
<0.10 per 200,000 man hours
Serious injury actual frequency (SIF):
0.00 per 200,000 man hours
Observation frequency: 500 per 200,000 man hours
Intervention frequency: 100 per 200,000 man hours
Health and safety targets are set by Senior Management at
the start of each year, following a full review of the previous
year’s health and safety performance. Health and safety
targets are tracked through Synergi, the Group’s incident
management platform, and discussed at the monthly
General Management Team meetings.
Analysis is performed on the metrics and targets in order to
identify any trending, which then shapes future HSE
improvement initiatives.
Metrics and targets (D&I)
The Board’s objective is to have at least 30% female
representation on the Board, with a commitment to have
a minimum of one female director.
Subsea7’s objective is for onshore leadership, as defined
by the Group’s job architecture structure, to be 25% female
by 2030.
Characteristics of the undertaking’s employees
(ESRS S1-6)
Subsea7’s reporting is based on headcount as at
31 December 2024; it is based on the actual number of
employees and non-employees and is not adjusted to a
full-time equivalent basis, two part-time roles are reported
as two individuals.
Table 3-2 – Employee headcount by gender.
Gender Number of Employees (headcount)
Male 12,148
Female 2,911
Other 0
Not reported 13
Total workforce
15,072
Table 3-3 – Number of employees in countries with 50 or
more employees
Country Number of Employees (headcount)
Angola 1,080
Australia 250
Brazil 1,078
France 737
Germany 74
Malaysia 287
Mexico 69
Netherlands 316
Norway 864
Offshore 6,132
Portugal 112
Saudi Arabia 73
Singapore 175
Taiwan 106
Turkey 62
UAE 157
UK 2,760
US 596
Other 144
Total Workforce 15,072
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SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
Table 3-4 – Employees by contract type, broken down by gender
Metric Female Male Other
1
Not Reported Total
Number of permanent employees 2,313 6,530 0 2 8,845
Number of temporary employees 189 1,254 0 9 1,452
Number of non-guaranteed hours employees 92 2,979 0 2 3,073
Number of full-time employees 2,455 10,706 0 13 13,174
Number of part-time employees 139 57 0 0 196
1. Excludes headcount associated with the following subsidiaries: Xodus, 4Subsea, Sonamet and Nautilus
Table 3-5 – Employees by contract type, broken down by Country
Metrics
Angola
Australia
Brazil
France
Germany
Malaysia
Mexico
Netherlands
Norway
Offshore
Portugal
Saudi Arabia
Singapore
Taiwan
Turkey
UAE
UK
US
Other
Number of
permanent
employees
37 99 945 598 69 277 64 267 709 2,603 107 49 169 70 60 144 1,943 542 93
Number of
temporary
employees
100 42 111 139 5 10 5 49 29 456 2 24 6 36 2 5 366 25 40
Number of
non-guaranteed
hours employees
000 0000003,073 0 0 0 0 0 0 0 0 0
Number of full-time
employees
137 140 1,055 723 66 287 69 282 727 6,131 109 73 174 106 62 149 2,190 562 132
Number of
part-time
employees
0 1 1 14 8 0 0 34 11 1 0 0 1 0 0 0 119 5 1
1. Excludes headcount associated with the following subsidiaries: Xodus, 4Subsea, Sonamet and Nautilus
Table 3-6 – Attrition data
Employee Turnover Unit 2024
Number of employees who have left undertaking number 897
Percentage of employee turnover % 9.6
1. Excludes headcount associated with the following subsidiaries: Xodus, 4Subsea, Sonamet and Nautilus
2. Turnover includes permanent workforce only and is based on rolling 12 month sum of leavers divided by rolling 12 month average headcount
SUSTAINABILITY STATEMENTS CONTINUED
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Characteristics of non-employee workers in
the undertaking’s own workforce(ESRS S1-7)
The key characteristics of non-employee workers are
those that do not have a permanent contract of employment
with the Group and have a date on which their services will
terminate. These include contractors and agency workers.
The majority of our non-employees are offshore workers
who work on a non-guaranteed days basis or via
third parties.
Collective bargaining coverage and social
dialogue(ESRS S1-8)
Collective bargaining
As stated in the Group’s policy on human rights, Subsea7
supports open and constructive dialogue with its employees
and, if applicable, their representatives. Our employees are
free to join organisations of their choosing that represent
them, in accordance with local laws.
A number of our employees are covered by collective
agreements both through trade unions and works councils.
The extent of these agreements is dependent on country
and local agreements and can range from terms and
conditions of employment through to the wider
employment environment.
The social relations with employees is managed at local
country level and, as such, we do not hold data on who is
covered by these agreements at the Group level.
Social dialogue
The social dialogue with employees is managed at local
country level and as a result we do not hold data on who
is covered by these agreements at the Group level.
Diversity indicators (ESRS S1-9)
Table 3-7 – Gender distribution at top management level
Group Number. (M/F) Percent (M/F)
Leadership group
91/22 81/19
Executive Management Team
6/2 75/25
Total
97/24 80/20
1. Permanent onshore workforce only.
2. Excludes headcount associated with the following subsidiaries: Xodus,
4Subsea, Sonamet and Nautilus.
Table 3-8 – Distribution of employees by age group
Years old Onshore (%) Offshore (%)
<30
10 3
30-50
38 25
>50
12 11
Not reported
10
Total
61 39
Adequate wages (S1-10)
We are committed to fair employment practices across the
Group and throughout our supply chain. These include, as
a minimum, complying with national legal requirements
regarding wages and working hours.
Employment benefits and social protection are managed
at a country level and are as a minimum in adherence with
local legislation. This data is not recorded at Group level.
Social protection (S1-11)
We are committed to fair employment practices across the
Group and throughout our supply chain. These include, as
a minimum, complying with national legal requirements
regarding working hours.
Employment benefits and social protection are managed
at a country level and are as a minimum in adherence with
local legislation. This data is not recorded at Group level.
Persons with disabilities (S1-12)
We are committed to equal opportunities and diversity and
seek to promote them in every aspect of our operations –
in our governance, management systems and operational
activities, and within our workforce.
As stated in the Group’s Human Rights Statement we
recruit, select and develop our people on merit, irrespective
of their race, colour, religion, political beliefs, gender, age,
sexual orientation, marital status, disability or any other
characteristic protected by applicable laws.
As the definition of disability and the monitoring of people
with disabilities is determined on a country-by-country
basis, this is not managed at Group level and the data is
not recorded at Group level.
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SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
Health and safety (S1-14)
Table 3-11 – Health and safety metrics
Metric 2024
Percentage of people in the Group’s own workforce who are covered by health and safety management
system based on legal requirements and (or) recognised standards or guidelines
100%
Number of fatalities in own workforce as result of work-related injuries and work-related ill health
0
Number of fatalities as result of work-related injuries and work-related ill health of other workers working on
Subsea7’s sites
0
Number of recordable work-related accidents for own workforce
43
Rate of recordable work-related accidents for own workforce (rate per 1 million hours worked)
(2)
1.34
Number of cases of recordable work-related ill health of employees
9
Number of days lost to work-related injuries and fatalities from work-related accidents, work-related ill health
and fatalities from ill health related to employees
378
Number of cases of recordable work-related ill health of non-employees
(3)
n/a
Number of days lost to work-related injuries and fatalities from work-related accidents, work-related ill health
and fatalities from ill health related to non-employees
(3)
n/a
Percentage of own workforce who are covered by health and safety management system based on legal
requirements and (or) recognised standards or guidelines and which has been internally audited and (or)
audited or certified by an external party
(4)
100%
Number of fatalities in own workforce as result of work-related injuries
0
Number of fatalities in own workforce as result of work-related ill health
0
Number of fatalities as a result of work-related injuries of other workers working on Subsea7’s sites
0
Number of fatalities as a result of work-related ill health of other workers working on Subsea7’s sites
0
Number of cases of recordable work-related ill health detected among former own workforce
0
1. Excludes data associated with the following subsidiaries Xodus, 4Subsea, Sonamet and Nautilus.
2. Subsea7 records total hours worked for all personnel on site. The total hours worked includes own workforce and subcontractors.
3. Subsea7 does not distinguish between employees and non-employees when compiling health and safety metrics.
4. Subsea7 is ISO 45001 compliant and is certified by DNV.
Training and skills development indicators
(S1-13)
Table 3-9 – Performance and career development reviews
Onshore Offshore
% workforce participated in
a performance and career
development review
83 69
% by gender (M/F)
83/80 69/81
1. Permanent onshore workforce only.
2. Excludes data associated with the following subsidiaries, Xodus,
4Subsea, Sonamet and Nautilus.
Table 3-10 – Training hours
Onshore Offshore
Average hours per person
14.9 87.9
Average hours by
gender (M/F)
13.9/17.3 84.0/184.6
1. Excludes data associated with the following subsidiaies, Xodus,
4Subsea, Sonamet and Nautilus
SUSTAINABILITY STATEMENTS CONTINUED
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Work-life balance indicators (S1-15)
As stated in its Human Rights Policy Statement, Subsea7 is
committed to fair employment practices across the Group
and throughout its supply chain. These include, as a
minimum, complying with national legal requirements
regarding wages and working hours.
The data related to family-related leave is not held at the
Group level.
Compensation indicators (pay gap and total
compensation) (S1-16)
This data is not calculated at Group level.
Incidents, complaints and severe human rights
impacts (S1-17)
The Group tracks all cases of potential human rights
violations, whether reported via our confidential reporting line
(Safecall), or reported to, or detected by, local management.
All such cases are investigated in accordance with the Group
Compliance and Ethics Investigations Procedure and, if
allegations or suspicions are substantiated, appropriate
sanctions and other remedial steps are applied or taken.
Table 3-12 shows the cases investigated and substantiated
during the year ended 31 December 2024.
Table 3-12 – Incidents, complaints and severe human
rights impacts
Case type Total cases
Substantiated
cases
Human rights 1 0
Discrimination 4 0
Sexual harassment 4 2
Other bullying or harassment 11 2
Equal opportunities
and diversity
20
Total
22 4
None of the above cases presented a severe human rights
impact. Of the four cases that were substantiated, the
sanctions and remedial steps that were applied included:
one dismissal, one written warning and two oral warnings.
Grievances are not recorded at Group level.
No complaints were filed to National Contact Points for
OECD Multinational Enterprises.
ESRS S2 – Workers
in the value chain
General disclosures
Interests and views of stakeholders
(ESRS 2 SBM-2)
Subsea7’s commitment to ethical business practices and
respect for human rights is integral to its global operations.
We recognise the necessity of a strategy and business
model that addresses the impacts of our operations on our
people and those working for us. Respecting human rights
and managing the human rights impacts of our operations
is fundamentally how we conduct business, and our Values
guide us in managing the impacts of our operations.
Requiring fair and lawful employment practices and a work
environment in which no one is abused or exploited by us or
any person we work with, makes us a stronger and more
reliable group capable of attracting and retaining talented
people, and with which our clients and suppliers want to
partner, around the world.
Given the nature of our business, we operate in many
jurisdictions. Our strategy and business model prioritises
the safety and human rights of our people, including our
value chain workers (VCWs), ensuring compliance with
the law and, they are guided by industry best practices.
Maintaining relationships with multiple suppliers across
different jurisdictions for key materials or services is
essential to our strategy, given our global footprint as
well as mitigating the dependency risk of having a limited
number of suppliers. Several of our key suppliers operate
globally; therefore, in the event that certain VCWs were not
available in specific countries or locations, we would work
with one of our other suppliers based elsewhere. However,
in a global scenario affecting all VCWs, such as the
COVID-19 pandemic, Subsea7 would be impacted by the
major disruption to production and distribution worldwide.
Currently, engagement with our materially affected VCWs
does not feature as a separate or distinct step in Subsea7’s
strategy and business model review cycle. While we do not
engage directly with the VCWs, their legitimate
representatives (trade unions or works councils) or credible
proxies, we are informed of the potential impacts on these
workers through Subsea7’s processes to identify and
address human rights risks.
In addition, material impacts on VCWs were considered as
part of our double materiality assessment (DMA) conducted
in 2023. We assessed the materiality of supply chain related
impacts and the associated risks. During this assessment,
we engaged with selected key suppliers through interviews
to understand our impacts on them and determine the
relative importance of various sustainability-related topics
to them. In the Sustainability Statements, we have included
the impacts and risks deemed significant or crucial, along
with the mitigating actions. For more information on the
DMA, see disclosures under the Materiality assessment
(ESRS 2 IRO-1) section on page 72.
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SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
Table 4-1 – IROs in relation to the Group’s value chain workers
Boundary in value chain Time horizon
Upstream
Own
operation
Downstream Short Medium Long
Labour practices and human rights
in the value chain
I/R/O
Penalties, convictions, debarment and damage
to the Group’s reputation due to human rights
violation and unacceptable labour practices
affecting workers in the value chain
Risk
••••
Supply chain workers subject to slavery,
human trafficking and other types of forced
or involuntary labour (e.g. debt bondage and
withholding of passports, unlawful deduction
of wages and lack of freedom to accept or
decline work)
Potential Impact
(-)
••••
Health and safety of workers in the
value chain
Financial or operational consequences due
to work-related illness, injury or harm
associated with operations, harsh or
unfamiliar environments
Risk
•• •••
Exposure to security breaches, illness, injury
or harm associated with transit routes and/or
the location of work
Potential Impact
(-)
•• •••
Subsea7’s supply chain workers subject
to work-related illness, injury or harm
associated with operations, harsh or
unfamiliar environments
Potential Impact
(-)
•• •••
Material impacts, risks and opportunities and
their interaction with strategy and business
model(s) (ESRS 2 SBM-3)
Subsea7 operates in all major offshore energy regions
globally and our supply chain procurement, which
comprises over 8,000 direct suppliers globally, represents
a significant proportion of the work we perform. On some
larger projects, the procurement can represent over half
of the entire project’s value.
Table 4-1 summarises the material impacts, risks and
opportunities concerning VCWs within our operations,
identified through our double materiality assessment.
Subsea7 describes how its material IROs interact with its
strategy on page 71. Embedded within our supply chain
processes is a risk assessment matrix for identifying
suppliers potentially posing higher human rights risks,
which are further discussed in Labour practices and human
rights on pages 91 to 93 and in the ESRS S2. This matrix
evaluates both the country risk and the nature of the
materials or services provided.
SUSTAINABILITY STATEMENTS CONTINUED
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Our operational locations are determined by our clients’
projects. We conduct human rights risk assessments for
each country we operate in, especially when entering into
new, high-risk countries where the risks and potential
negative impacts are exacerbated. Recognising that our
VCWs may face heightened risks in these areas, we are
vigilant in mitigating potential negative impacts, which are
further discussed on page 104. The risk assessments
conducted have identified our upstream VCWs, particularly
those likely to be vulnerable migrant workers, as being more
susceptible to the negative impacts identified in Table 4-1.
These VCWs are the people most likely to experience
significant human rights and labour practices impacts,
specifically child labour, slavery and trafficking and other
forms of forced or involuntary labour, and who are
particularly vulnerable. Some examples of suppliers who
engage migrant workers are our fabrication, shipyard and
base-operator suppliers.
The types of VCWs who could be materially impacted are
typically those working on our sites or vessels but who are
not part of our own workforce, provided by third-party
labour agencies, or employed by suppliers and subcontractors
and working on Subsea7’s sites or vessels. For more
information on how we mitigate or address the identified
risk and potential impacts related to health and safety of
workers in the value chain, refer to the Health and safety
section on pages 93 to 94.
Impacts, risks and opportunities
management
Policies related to value chain workers
(ESRS S2-1)
To meet our commitments to human rights, we designed
and implemented the Group’s Human Rights Programme,
which is described in ESRS S1 Own Workforce on page 92
and applies to our own workforce as well as to our supply
chain, to the extent described in this section. That
programme includes our Human Rights Policy Statement
and Code of Conduct.
The following sections provide summary information of
relevant policies and procedures for managing human rights
risks in our supply chain that are not already covered in
ESRS S1 on pages 91 to 93.
Code of Conduct for Suppliers
Subsea7 is committed to working with suppliers and
partners whose human rights standards are consistent with
its own. We require all our suppliers to commit to our Code
of Conduct for Suppliers, which sets out the key principles
of ethical conduct that our suppliers are required to uphold
when working with Subsea7. We require our suppliers to
uphold the same standards when dealing with their
workforce and subcontractors.
As stated in our Code of Conduct for Suppliers, we strive to
protect the dignity of all individuals working in, or impacted
by, our operations, including people who work for our
suppliers. This includes a commitment to help prevent
modern slavery, human trafficking and other forms of
forced or involuntary labour.
The Group’s Code of Conduct for Suppliers is incorporated
into our standard terms and conditions for suppliers and
includes mutual commitments to:
Ethical business conduct, including regarding
anti-corruption
Health, safety and security
Human rights and fair and lawful employment practices
across Subsea7 and throughout its supply chain
As a minimum, comply with national legal requirements
regarding wages and working hours
Support the International Labour Organisation’s
Standards regarding child labour and minimum age
Prevent modern slavery and human trafficking anywhere
in our business or supply chain
Uphold the same standards when dealing with employees,
non-employees and subcontractors.
In 2024, no cases of suppliers’ non-compliance with the
human rights principles set out in the Group’s Code of
Conduct for Suppliers were identified.
Processes for engaging with value chain
workers about impacts (ESRS S2-2)
As part of our robust supplier qualification procedures,
we screen all of our suppliers, with suppliers that are
considered high-risk undergoing further human rights risk
screening. We engage with suppliers through our human
rights questionnaires to assess potentially high human
rights impacts, focusing primarily on child labour, modern
slavery, human trafficking and other forms of forced or
involuntary labour. This engagement does not usually
or systematically extend directly to suppliers’ workers.
The Code of Conduct for Suppliers also encourages
suppliers to raise concerns if they become aware of any
breaches of the standards outlined therein. If they are
uncomfortable reporting directly to Subsea7, we provide an
externally administered confidential reporting line, Safecall,
available to our suppliers and their workers on our sites.
Further details on channels to raise concerns are described
whistle-blowing channels and culture on page 111.
Additionally, we engage with our suppliers during audits at
our suppliers’ sites. These audits are typically conducted at
our clients’ request at a project level and may be led by our
client, ourselves or a third party.
We also invite suppliers to attend our annually hosted
Supplier Integrity events, held both virtually and in-person
at our office locations. During these events, human rights is
featured prominently. We do this to raise awareness of the
sector-wide risks and collaborate with our suppliers to
develop common strategies for managing the risks. In 2024,
a total of nine Supplier Integrity events were held, attended
by 680 individuals from around 378 suppliers. Topics linked
to human rights and labour practices discussed at these
events included our enhanced human rights risk-tiering
matrix, as well as our Global Human Rights Procedure.
Speakers included human rights subject matter experts
from both Subsea7 and our suppliers.
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SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
During 2024, no cases of high-risk suppliers that were not
compliant with our human rights requirements were raised
via the Speak Up channel or identified through our risk
assessment and due diligence process.
Processes to remediate negative impacts and
channels for value chain workers to raise
concerns (ESRS S2-3)
Processes to remediate negative impacts
Our Global Human Rights Procedure sets out Subsea7’s
general approach to remedying negative impacts caused
or contributed to by Subsea7 or its suppliers, on people
outside the Group, including VCWs. The aim is to make
good any harms that have occurred, with the goal to restore
affected individuals to the situation they would have been in
had the harm not occurred or as close to that as possible.
The response or remedy provided by Subsea7 will depend
on Subsea7’s level of responsibility for the impact. Specific
actions will depend on the specific circumstances and
would be adapted with the aim of ensuring that the remedy
is effective.
When determining our role in an impact, the following
factors are considered:
Did a decision or action made by Subsea7 alone lead
tothe impact?
Has Subsea7 done anything to incentivise or motivate
another party to cause the impact?
Has Subsea7 done anything to facilitate or enable
theimpact to occur?
What steps has Subsea7 undertaken to try to prevent
theimpact from occurring or to mitigate the impact?
Our Global Human Rights Procedure, including the impact
assessment, is applicable for all Subsea7’s operations on
a global basis. Therefore, whether we are entering new
countries, if new risks are identified or we have identified
specific groups of VCWs who might be at higher risk (e.g.
migrant workers, workers in high-risk countries), our Global
Human Rights Procedure would apply consistently for
each category.
Channels available for value chain workers to
raise concerns
All individuals working on Subsea7’s sites or vessels or our
supplier’s sites have access to channels for raising, and are
encouraged to raise, concerns about any negative impacts
of Subsea7’s business, or operations, and behaviour by
Subsea7 that is inconsistent with the Group’s Code of
Conduct or Code of Conduct for Suppliers. They can do so
via our externally administered confidential reporting line,
Safecall or by reporting directly to Subsea7. The local
telephone lines for Safecall are manned 24 hours a day,
seven days a week, and the numbers are listed in our Code
of Conduct for Suppliers (as well as at our sites), allowing
our suppliers and their workers on our sites to report
confidentially about actual or potential impacts on them, in
their own language and (if they so choose, and where local
laws permit) in an anonymous way. Safecall can also be
contacted via a portal, as an alternative to the telephone.
Additional information about the Group’s Speak Up Policy
and Safecall is detailed in the Whistle-blowing channels
and culture section on page 111.
During 2024, no contracts with suppliers were terminated
because of a human rights violation.
Taking action on material impacts on value chain
workers, and approaches to mitigating material
risks and pursuing material opportunities related
to value chain workers, and effectiveness of
those actions (ESRS S2-4)
Following the completion of the double materiality
assessment, we identified three potential impacts and two
risks within our value chain, of which two of the impacts
and one risk are related to human rights. The subsequent
sections outline the actions and measures we have
implemented to prevent, mitigate or remediate these human
rights risks and their impacts on VCWs. These actions and
measures include:
Conducting a pre-qualification risk assessment process,
including screening and due diligence
Establishing and enforcing supplier contractual terms and
conditions
Performing investigations, remediation and enforcement
actions, when breaches are reported or detected
Implementing monitoring, auditing and assurance
procedures
Training relevant personnel to identify and manage
human rights risks
Allocating resources to effectively manage human
rights risks
Participating in industry and multi-stakeholder initiatives.
Actions and measures implemented to address health and
safety related risks and impacts are described in the Health
and safety section on pages 93 to 94.
Conduct a pre-qualification process, screening
and due diligence
As per the Group’s Supply Chain Management Process
for Procurement, all suppliers are required to undergo a
pre-qualification process, and for suppliers from medium-
or high-risk countries this includes a screening and due
diligence process.
To identify precisely and address any potential human
rights risks in our supply chain, a human rights risk
assessment and due diligence process for all high-risk
suppliers has been developed. This includes a human rights
questionnaire and a risk-scoring mechanism. Over the last
five years, we have invested in systems and engaged
independent experts to improve and refine our processes
totheir current form.
Since 2019, we have included human rights questions in
our due diligence questionnaire for high-risk suppliers
In 2020, we implemented Exiger Insight 3PM™ to
provide third-party compliance risk assessments
including due diligence screening of our medium- and
high-risk suppliers and other third parties. It includes
business ethics and human rights risk assessment and
due diligence screening, automated due diligence
questionnaires and approval workflows
In 2021, we identified Verisk Maplecroft™ as an external,
expert data provider of a reliable, responsible sourcing
risk index that enabled us to improve our human rights
risk-tiering of suppliers and countries. In addition, we
engaged with GoodCorporation
TM
, an external,
independent, expert firm to conduct baseline risk
mapping of sample supplier types that could pose
a higher risk.
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104
In 2022, we introduced an enhanced human rights
risk-tiering matrix which is deployed by the Group:
—
The risk matrix takes into account the country risk and
whether the type of materials or services supplied falls
into a category that we deem potentially higher risk.
—
We developed an enhanced human rights assessment
and due diligence questionnaire for high-risk suppliers,
sharpening the focus on the human rights risks that
could have the most significant impact and included
prescribed remedial actions, depending on our
suppliers’ responses and the resulting risk scores.
—
There is also a short-form risk assessment
questionnaire for suppliers provisionally deemed lower
risk to confirm whether they should be treated as
higher risk.
—
Both these questionnaires assess risk by reference,
primarily, to child labour, slavery and trafficking, and
other forms of forced or involuntary labour, with
underage and low-skilled migrant workers as the
biggest factors for the risk areas we are prioritising.
Both for our own workforce and for our VCWs,
vulnerable migrant workers i.e. low-skilled workers
from a medium or high-risk country working in another
country in which they are not permanently resident or
are working offshore have been identified as the key
risk factor.
—
Depending on the resulting scores, the use of the
supplier is either: (i) prohibited, (ii) prohibited until
a remedial action plan is put in place bringing the
supplier’s score above a certain threshold, (iii) can be
used but a remedial plan is required to improve the
score of the supplier, or (iv) can be used without any
further action by the supplier.
—
The relevant questionnaire is refreshed at three-yearly
intervals or more frequently, depending on whether any
relevant risks have materially increased or any new
concerns have been raised.
—
All high-risk suppliers are monitored via our adopted
screening tool, Exiger Insight 3PMTM, on an
ongoing basis.
In 2023, we developed and launched a supplier human
rights risk assessment register and dashboard to help
regional management monitor progress in risk assessing
our suppliers, as well as close out any remedial or
improvement plan actions undertaken by our suppliers.
These tools assist in providing more granular data
regarding our higher-risk suppliers, which helps us make
continual improvement to our risk management procedures.
Significant progress was made during 2024, with over 1,584
suppliers assessed, including 112 high-risk suppliers from a
human rights perspective. Two suppliers were prohibited
from use because of our human rights risk assessment and
due diligence process. In addition, we updated our process
to require certain suppliers to provide an annual human
rights certification. These suppliers include labour agencies
and other suppliers that are likely to utilise vulnerable
migrant workers from high-risk countries.
Subsea7 continues to work with high-risk suppliers to
complete advanced human rights self-assessments. These
are suppliers based in a medium-high- or high-risk country
with respect to human rights that supply a medium or
medium-high-risk category of materials or services, such
as fabrication. We have commenced risk assessment work
with GoodCorporation™, an external, independent, expert
firm, aiming at improving our mapping of any significant
human rights risks in our supply chain. The risk-mapping
focuses on five of our critical categories: fabrication,
umbilicals, line pipe, valves, and vessel drydocking.
We have also involved the Group’s internal audit function
to confirm whether our processes have been implemented
effectively at a regional level.
Establishing and enforcing supplier contractual
terms and conditions.
When engaging with our suppliers, typically through a
competitive tender process, we emphasise Subsea7’s
zero tolerance for the most egregious human rights risks,
namely: child labour, modern slavery and trafficking and
other forms of forced or involuntary labour. These
standards are outlined in our Code of Conduct for Suppliers
and are incorporated into our standard contract terms and
conditions with suppliers. Any breach of these human rights
commitments, as specified in our terms and conditions, is
considered a material breach of contract, granting Subsea7
the right to terminate the contract for default. During 2024,
no supplier contracts were terminated due to breaches of
human rights commitments.
Additionally, high-risk suppliers may be subject to periodic
audits, monitoring or other assurance measures based on a
risk-based assessment. Subsea7’s terms and conditions for
all suppliers include a right of audit; no such audits were
conducted during 2024.
Carrying out investigations, remediation and
enforcement actions
All allegations or suspicions reported or detected via
Safecall or internal channels are reported to the Chief
Ethics and Compliance Officer (CECO), who records
them on a case management system and oversees their
investigation in accordance with the Group’s Investigations
Principles and Procedures. This includes human rights
breaches in our value chain.
Should any investigation confirm that human rights
breaches have been committed at, or by, a supplier, robust
action plans to address the issue and protect the victims
would be implemented. This would include requiring the
supplier to address the issue by remedying the harm done
to the individual(s) in question and to rectify any associated
weaknesses or gaps in its human rights programme, and
refusing to work with that supplier, unless and until it had
complied with these requirements. If appropriate and
practicable, the incident would be reported to the
relevant authorities.
During 2024, there were no Safecall reports linked to
human rights issues with our suppliers or concerns raised
by their workers.
Implement monitoring, auditing and
assurance procedures
Subsea7 monitors and reviews its Human Rights
Programme to ensure it remains current, effectively
implemented and consistently improved, aligning with
current and emerging stakeholder expectations and
regulatory requirements.
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105
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We track Speak Up reports and other human rights
cases to identify human rights breaches, as well as
potential or actual weaknesses or failures in our Human
Rights Programme.
As our programme matures, it will be incorporated into
the scope of our internal audit function. We also aim to
develop efficient, cost-effective methods to obtain greater
assurance from high-risk suppliers that they have
implemented the prescribed procedures to manage the
potential human rights risks we have identified. These
methods could include monitoring, virtual and in-person
audits, as well as evidence that the supplier has been
audited by a credible, independent assurance provider.
Training on human rights
For information on human rights training that is provided
to relevant Subsea7 personnel including people involved
in supply chain management, refer to page 93.
Allocating resources to effectively manage
human rights issues
Across the Group, there are approximately 600 employees
within the supply chain function. Each employee has roles
and responsibilities across the different stages of the
supplier management lifecycle, which include pre-
qualification, sourcing, pre-award evaluation and commitment
approval, award and post-award management stages. As
described in pages 104 to 105, during the pre-qualification
process, suppliers from medium- or high-risk countries
undergo a screening and due diligence process. Of those
600 employees, around 60 are involved in the screening
and due diligence process of these suppliers. However,
we continue to actively manage human rights issues
throughout the entire supplier management lifecycle, and it
is challenging to accurately allocate the percentage of time
each person spends on managing the material human rights
impacts on VCWs, especially after the suppliers have been
qualified. There is a human rights network within the supply
chain management (SCM)function consisting of
representatives from the different regions and business
units, chaired by the SCM Director of Governance and
Sustainability. The purpose of the network is to share
learnings and best practices in terms of how we manage
human rights issues within our supply chain.
Outside of the supply chain function, accountability for
human rights and labour practices sits with the CECO and
Group human resources function. The CECO is responsible
for the design and implementation of the Group’s Human
Rights Programme, supported by a senior human rights
manager and the legal, contracts, compliance and internal
audit functions. Providing headcounts for these
departments is not meaningful, as it is difficult to estimate
how much time each person dedicates specifically to
managing the material impacts on VCWs.
In addition, Subsea7 has a network of Human Rights
Champions, as described Our Workforce section on
page 93.
Participating in industry and multi-stakeholder
initiatives
Subsea7 is proud to be a signatory to the UN Global
Compact and a Board Member of Building Responsibly, a
global business-led coalition committed to promoting the
rights and welfare of workers in the energy and
construction sectors.
Metrics and targets
Targets related to managing material negative
impacts, advancing positive impacts and
managing material risks and opportunities
(ESRS S2-5)
We recognise the importance of setting time-bound and
outcome-oriented targets. However, we have not yet
established specific targets for reducing negative impacts,
advancing positive impacts or managing material risks and
opportunities associated with VCWs. Our value chain spans
multiple regions and sectors, each with unique challenges
and opportunities. Establishing uniform targets that are
meaningful and practically achievable across this diverse
landscape requires careful consideration and extensive
stakeholder engagement.
Although we do not have specific targets relating to VCWs,
we have set internal metrics and targets to manage human
rights risks within our upstream value chain:
Metric – percentage of suppliers with a contract that
includes human rights clauses
Target – 90% high-risk suppliers to undergo enhanced
human rights risk assessments by the end of 2025
(Target of 65% by the end of 2024 was achieved.
The actual was 72%)
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106
ESRS G1 –
Business conduct
General disclosures
The role of the administrative, supervisory and
management bodies (ESRS 2 GOV-1)
Top-level commitment
The Executive Management Team is accountable for
compliance and ethics, however Subsea7 has created a
compliance function, whose role is to help management
understand and fulfil that accountability. This function is led
by the Chief Ethics and Compliance Office (CECO), who
has overall responsibility for the design of the Group’s
Business Ethics Programme, and it includes a combination
of local and regional compliance officers.
The CECO reports to the Group’s General Counsel and also
has independent reporting lines to:
The Group’s Ethics Committee, which comprises all the
members of the Executive Management Team
The Group’s Corporate Governance, Nominations and
Risk Committee, which is chaired by the Group’s Senior
Independent Director.
Both those committees receive regular reports from the
CECO on the implementation of the Group’s Business
Ethics Programme, including the findings of any independent
assurance provider. Annually the CECO attends a joint
Subsea7 Board session of the Corporate Governance,
Nominations and Risk Committee and the Audit and
Sustainability Committee, at which the CECO’s report on
the previous year, and the priorities for the forthcoming
year, are reviewed and approved. Collectively these
committees review the Group’s Business Ethics Programme
strategy and objectives, agree priorities, assess metrics,
and approve initiatives.
For information on the governance of sustainability matters,
refer to the Governance structure on pages 67 to 68.
Details on the Board members and their areas of expertise
and responsibility in relation to business ethics and other
matters are disclosed in the ‘Governance’ section on pages
44 to 45.
Impacts, risks and opportunities
management (ESRS 2 IRO-1)
Process for identifying and assessing material
impacts, risks and opportunities
Following the completion of the double materiality
assessment (DMA), as described in the Materiality
assessment (ESRS 2 IRO-1) on pages 72 to 73, the material
IROs relating to business conduct were identified.
Material topics were mapped to the relevant ESRS to
establish Subsea7’s reporting obligations under the EU
CSRD. The material topic of business ethics (which also
incorporates the topics of anti-bribery and anti-corruption)
was mapped to ESRS G1 – Business conduct. The CECO
helped to assess and validate the identified business
conduct-related IROs for accuracy and completeness.
In the context of business conduct, Subsea7’s Anti-Bribery/
Anti-Corruption (ABAC) Programme is designed and
implemented on the basis of a group-wide corruption risk
assessment. This looks at the inherent risks associated
with the sector and business model, and the geographies
in which Subsea7 operates. Risk assessment is also
embedded in the Group’s supply chain management
procedures, as well as in the procedures for selecting and
appointing business partners and managing other third
parties. This process is described in detail on page 110. How
Subsea7 manages risks and the roles and responsibilities
involved in the risk management process is described in the
Principal Risks and Uncertainties and Governance sections
on pages 24 to 25 and 43 respectively.
A session was then held with the CECO to assess and
validate the identified IROs for accuracy and completeness.
Final approval of the IROs was received from the Executive
Management Team.
All subsidiaries in the Group follow the principles of the
ABAC Programme; however, the specific programmes used
can differ based on their business risk profile, for example
Xodus and 4Subsea, autonomous subsidiaries of the Group,
have much lower risk business models and geographies, as
well as much smaller, lower risk supply chains.
The non-wholly-owned subsidiary, Sonamet, by contrast
with Xodus and 4Subsea but not unlike the rest of the
Group, does face potentially significant business ethics
risks. Sonamet has its own Code of Conduct, Speak Up
Policy and Safecall reporting line, and it follows the Subsea7
system of financial controls and procurement procedures. It
also follows the annual compliance with Subsea7’s Business
Ethics e-Learning Programme, which was completed by
100% of the target audience at Sonamet. However, overall,
its programme is less mature. Sonamet had no reportable
ABAC cases during the reporting period.
Table 5-1 summarises the material impacts and risks that
relate to business conduct, identified following the DMA
process. Subsea7 describes how its material IROs interact
with its strategy in Material IRO’s and interaction with
business model on page 71.
GOVERNANCE DISCLOSURES
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Corporate culture and business conduct policies
(ESRS G1-1)
Subsea7’s Business Ethics Programme is designed to
embed the Ethics Policy Statement and Code of Conduct
and to help manage compliance risks, including preventing
bribery and other unethical conduct by the Group and those
who work with us. The programme is informed and
underpinned by the Group’s Values and the Board’s
determination to conduct business ethically and in a way
that is consistent with those Values: Safety, Integrity,
Sustainability, Performance, Collaboration and Innovation.
The elements of the programme are described in more
detail on pages 109 to 112.
The Subsea7 Ethics Policy Statement sets out the Group’s
commitment to acting honestly, fairly and with integrity
at all times, to comply with the law, and to treat people
with respect. By so acting, Subsea7 aims to earn the trust
of clients, employees, business partners, suppliers and
other stakeholders.
The Group conducts business in accordance with all
applicable laws and regulations and in an ethically
responsible manner. The Code of Conduct applies to
all people who work with the Group. It sets out the key
principles that Subsea7 is committed to upholding and
that line management are responsible for communicating
and implementing.
The Group’s Ethics Policy and Code of Conduct are signed
off by the Chief Executive Officer and approved by the
Board of Directors. They are communicated via group-wide
Business Management System (BMS) as well as via ongoing
training and awareness-raising initiatives.
Central to the Group’s business ethics strategy is the
effort to embed a culture of ethics and integrity, as stated
in the Ethics Policy Statement. Each year, Subsea7 holds
a Global Integrity Day, and one of the key themes on that
day, and in group-wide compliance and ethics training and
communications, is Integrity Moments. The Group uses
such moments to help people understand what integrity
means to the Group and to encourage and empower people
to bring their personal integrity to work and be guided by it
when making decisions.
Subsea7 has a whistle-blowing policy (Speak Up Policy),
which offers various channels for raising concerns about
potentially unethical conduct, and which is extensively
promoted within the Group. Our policy complies with
Table 5-1 – IROs in relation to business conduct
Boundary in value chain Time horizon
Upstream
Own
operation
Downstream Short Medium Long
Compliance and ethics I/R/O
Penalties, convictions, debarment and damage
to the Group’s reputation due to compliance and
ethics breach by the Group or its suppliers
Risk
• •••
Embedding a culture of ethics, compliance
and integrity
Potential impact
(+)
••• •••
Society and the rule of law are undermined,
and corrupt bribees profit at the expense
of their citizens
Potential impact
(-)
••••
applicable whistle-blower protection laws designed to
protect the rights and freedom of people with respect
to cases reported and the associated processing of
personal data.
Further details of the Group’s Business Ethics Programme,
including procedures for investigating and remediating
Speak Up cases, training, and functions that are the most
at risk with regard to bribery and corruption are described
on pages 110 to 112.
Management of relationships with suppliers
(ESRS G1-2)
During 2024, Subsea7 worked with over 8,000 suppliers
globally, many with an established local presence in the
countries where the Group operates. Our supply chain, from
which over 50% of the Group’s cost base is derived, is an
essential part of our strategy to be a strong, safe and
responsible business, both socially and environmentally.
Managing the associated risks within our supply chain and
continually leveraging opportunities to create long-term
value are central to our goal to make sustainable delivery
possible. With a number of our key strategic suppliers,
the Group has built collaborative, mutually beneficial
relationships over years of working together, anchored
in trust and respect.
As well as the supplier-related risk assessment and due
diligence procedures referred to on page 110, our policies
and procedures for managing business ethics risks in our
supply chain also include our Code of Conduct for
Suppliers, which sets out the key principles of ethical
conduct that our suppliers agree must be upheld when
working with us. Our due diligence procedures and Code
of Conduct for Suppliers focus, among other things, on
business ethics, anti-bribery and human rights. Moreover,
selection, pre-qualification, approval, appointment, and
payment of suppliers are all subject to best practice
procedures designed to avoid conflicts of interest and
manage risks of bribery and fraud. These best practices
include segregation of duties and competitive tenders.
Our Supply Chain Management Process for Procurement
sets out how new suppliers are onboarded as approved
suppliers, for which Subsea7 uses the SAP Ariba Supplier
Management (SAP Ariba) module. Based on information
provided by the supplier in the pre-qualification
questionnaire, SAP Ariba may generate additional risk
ratings and workflows for business ethics due diligence
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108
questionnaires and screening to be completed as part of
the approval process. The type of materials or services
intended to be provided by the suppliers determines the
perceived level of risk and associated risk management
procedures. SAP Ariba also helps determine whether an
audit of the suppliers for, among other things, HSE and
quality, is required as part of the pre-qualification process.
These audits are generally desk-top audits. On-site audits
may be required if the material or service provided is
particularly critical, or if there are any areas highlighted
as a concern based on the desk-top assessment.
For key categories of materials or services critical to
Subsea7, a category management network has been set up.
Each specific category management network comprises a
category chairperson, sponsors, as well as HSE and quality
leads. The roles and responsibilities of each category
management network, among other things, include regular
engagement with the key category suppliers as well as
periodic strategic reviews with Subsea7’s senior
management based on regional and global strategy plans.
Once qualified, suppliers are required to undergo regular
performance reviews upon completion of certain work-
scopes, above a certain value, including on an annual basis
for frame agreement suppliers, or if performance issues are
identified. Suppliers’ status can be set to ‘under scrutiny’,
when there are concerns regarding, among other things,
health, safety and environment (HSE), quality, compliance
and business ethics or human rights issues. Agreed
measures may be required to be implemented by the
suppliers and progress monitored to ensure a satisfactory
resolution before the ‘under scrutiny’ status can be
removed. In severe cases, the supplier may be disqualified.
For key category suppliers, the category chairperson
typically leads the engagement with the suppliers and they
are consulted prior to any disqualification.
We have standard payment terms that are applicable to
both small and medium enterprises (SMEs) and non-SMEs.
Refer to Payment practices on page 113 where this is
discussed in detail.
The Group’s supply chain management function has a set of
procedures designed to assess and manage risks relating
to its supply chain and their impacts on sustainability
matters, refer to Delivery and operational risks on page 37.
The Group also considers social and environmental criteria
for the selection of suppliers.
‘Our Values underpin everything we do, including whom we
choose to do business with and how we and our suppliers
work together.’ (Code of Conduct for Suppliers)
Prevention and detection of corruption/bribery
(ESRS G1-3)
Our Business Ethics Programme
Our ABAC Programme lies at the heart of our Business
Ethics Programme and is designed and implemented in
accordance with international best practice, including:
The International Anti-Bribery Management System
Standard (ISO37001-2016), which Subsea7 helped
to develop
The UK Ministry of Justice Bribery Act 2024 guidance
on Adequate Procedures to Prevent Bribery
US Department of Justice Evaluation of Corporate
Compliance Programs
The principles and procedures of the Group’s Business
Ethics Programme are outlined in Figure 5-1.
Figure 5-1: Business Ethics Programme
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In 2024, the ABAC Programme was certified against
ISO37001 by EuroCompliance, an accredited, independent
audit firm which specialises in ISO37001. The programme
has also been subject to independent assurance by
GoodCorporation
TM
, a leading global ethics consultancy,
whose assessments covered the whole of the Group,
between 2016 and 2023.
In undergoing certification against ISO 37001, we aim to
be in a position to encourage many of our suppliers to
themselves become certified, with a goal of persuading
our sector to coalesce around a common standard and
common approach to assurance. In this way, we aim to
make assurance-gathering efforts within our sector more
consistent and efficient, less duplicative and more cost-
effective. We will continue to support efforts to gain
traction on this initiative.
While much of our focus has been on anti-bribery and
anti-corruption, as well as other legal compliance areas
such as competition/anti-trust, sanctions and export
controls, and tax evasion, the programme also has a
broader, business ethics scope, which is defined by the
Group’s Ethics Policy Statement and Code of Conduct.
Increasingly, the Group has leveraged various aspects of
this programme (such as risk assessments, due diligence,
training and supply chain management procedures) to
inform the design of the programme for managing human
rights risks, refer to Labour practices and human rights on
pages 91 to 93.
Additional details related to the Group’s Business Ethics
Programme, including our ABAC Programme, are set
out below:
Risk assessment and due diligence
The Group’s ABAC Programme is designed and
implemented on the basis of a group-wide corruption risk
assessment. This assesses the inherent risks associated
with the sector and business model, and the geographies
in which Subsea7 operates. The most at-risk functions
are those responsible for managing the relevant risk
(e.g. Supply Chain Management or Finance) or the activity
(e.g. Business Development, Sales & Marketing, Projects
and Operations). Ten individual country corruption risk
assessments are performed by each region and updated
annually. In addition, the Group’s CECO performs risk
assessment visits to regions, as well as visits to high-risk
third parties. A corruption risk assessment is conducted for
every project in a high-risk country (including associated
third parties) and on entry into a new high-risk country.
Risk assessments and due diligence are built into the
Group’s supply chain management procedures as described
on page 108, as well as the procedures for selecting and
appointing business partners and managing other third
parties. The main risk factors are country corruption risk
(using the Transparency International Corruption Perceptions
Index as a baseline), the type of services provided – notably,
whether the supplier or partner will interact with public
officials on behalf of Subsea7 – and how the supplier or
partner is remunerated.
The main bribery risks identified are described in the
Compliance and ethics risk section on page 33.
Code of Conduct and clear policies
Our Business Ethics Programme is underpinned by our
Ethics Policy Statement and Code of Conduct. Both
documents are part of the Group’s Business Management
System (BMS), compliance with which is mandatory, and
they are regularly reviewed and updated. They are
communicated to personnel via the annual Compliance and
Ethics e-learning, various compliance and ethics bulletins,
the intranet, Integrity Moments and the Global Integrity Day.
In addition, our ABAC Programme includes the following
policies and procedures not mentioned elsewhere in this
summary, which all form part of the Group’s BMS:
Facilitation Payments Policy
Policy on Gifts and Hospitality
Gifts and Hospitality Register
Conflicts of Interest Register.
The Group’s ABAC Programme builds on the principles set
out in the Code of Conduct to provide additional guidance
on the above topics, as well as on the following activities,
which may be legitimate when properly conducted, but
which can implicate bribery or corruption risks, which the
policy aims to highlight and assist personnel to avoid
and manage: 
Community engagement, charitable donations,
and political contributions
Dealings and links with public officials and clients
Dealings with business partners
Lobbying
Commercial sponsorships
Project and third-party corruption risk assessments. 
Communication, education and training
The Group provides compliance and ethics training to all
relevant personnel to ensure that the Code of Conduct and
ABAC Programme are fully understood and properly applied
and that all personnel understand and help to uphold the
Group’s commitment to doing business ethically and with
integrity. The training is overseen by the Group’s CECO,
who also ensures that such training is regularly reviewed
and refreshed. The contents, target audience and scope
of the training are approved by the Ethics Committee, and
completion rates are included in the reports to the committees
referred to in the Monitoring, auditing and assurance
section on page 112. The training content is based on
real-life cases where relevant. The training is delivered
by interactive e-learning and, where appropriate, it is
supplemented by classroom training.
Although at-risk functions have been identified, the training
is mandatory for all onshore workforce and offshore
workforce in at-risk roles. This includes all managers and
any functions considered at-risk from an ABAC perspective.
The training is also provided to all directors of companies
within the Group, including the Board of Directors of Subsea
7 S.A. Details of ABAC training provided in 2024 are shown
in Table 5-2.
The Group’s ABAC commitments and expectations are
communicated to suppliers via a combination of due
diligence questionnaires during pre-qualification, the Code
of Conduct for Suppliers, our ABAC contract terms, and
annual Supplier Integrity Events.
SUSTAINABILITY STATEMENTS CONTINUED
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110
ABAC Training
Table 5-2 – ABAC training provided during the year:
Managers All other onshore staff
Other offshore staff
in at-risk roles
Directors
Training coverage
1
Total receiving 3,042 4,022 269 152
Total completing 3,036 4,015 261 149
% completed 100
2
100
2
97 98
Delivery method and duration
Compulsory, computer-based training 40 minutes 40 minutes 40 minutes 40 minutes
Frequency
How often training is required Annually Annually Annually Annually
Topics covered
Definition of corruption
••••
ABAC Programme
••••
Procedures on suspicion/detection
••••
Speaking up
••••
1. Training data excludes Xodus and 4Subsea personnel.
2. Actual percentage is 99.8%.
3. Managers are defined based on their career level in Subsea7’s job architecture structure.
4. All other onshore staff are those who are not defined as managers.
5. Only offshore staff who are designated as being in at-risk roles were assigned the ABAC training.
6. Directors are defined as statutory directors of Subsea7 Group companies.
7. Overall 56% of the total Group’s workforce completed the ABAC training.
Whistle-blowing channels and culture
Subsea7 has a whistle-blowing policy (Speak Up) within
the Code of Conduct and as a separate policy, which
offers various channels for raising concerns, including
an externally administered and monitored confidential
reporting line (Safecall), which is extensively promoted
within Subsea7. All personnel are encouraged to utilise
one of these reporting channels if they become aware of a
possible breach of the Code of Conduct or have concerns
in respect of unethical conduct. Anonymous allegations are
also possible, where local law permits, and facilitated.
Suppliers, business partners, and other third parties and
stakeholders are also encouraged to utilise Speak Up,
if they do not believe the Group is upholding its Code
of Conduct.
The policy includes protection for whistle-blowers who
raise concerns in good faith, or on the basis of a reasonable
belief, and a commitment in principle to investigate all
concerns, if there is sufficient information available to
design a just and fair investigation that has a reasonable
chance of success.
The Speak Up policy and confidential reporting line are
usually included in the annual Business Ethics e-Learning and
Global Integrity Day communications. Personnel who may be
involved in investigating alleged breaches of the Code of
Conduct receive appropriate training (which includes the
Group Compliance and Ethics Investigations Procedure).
Procedures and controls
All wholly-owned subsidiaries of the Group have adopted
and implemented the Code of Conduct and Business Ethics
Programme, as part of the group-wide Business Management
System (BMS), which includes a system of financial and other
internal controls consistent with a well-managed, publicly
listed Group. This includes financial controls, delegation and
control of authority, via an authority level matrix, supply chain
management procedures, and the application of International
Financial Reporting Standards (IFRS).
The supply chain management procedures include, in
addition to the aspects disclosed on page 108:
Due diligence screening for suppliers deemed medium-
or high- corruption risk, using a third-party platform that
screens for bribery and corruption, sanctions, human
rights risks and other reputational risks;
Differing levels of due diligence questionnaires designed
to ascertain:
—
what corruption risks may be presented by the
suppliers or their principals or beneficial owners; and
—
in the case of suppliers deemed high-risk, what
assurance they can provide about the effectiveness
of their programme to manage the relevant
corruption risks.
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An internal business and compliance justification
questionnaire, designed to ascertain whether there are
any corruption risks in connection with how and why the
supplier was nominated
Escalation to, and approval by the relevant compliance
officer, where there are unexplained red flags
Continuous monitoring via the screening functionality
and periodic refresh of the questionnaires and
approval process.
Investigations, remediation and enforcement
All allegations or suspicions reported or detected via
Safecall or any other channel are reported to the Group’s
CECO, who records them on a case management system
and oversees their investigation, in accordance with the
Group’s Investigations Principles and Procedures. This
includes ensuring the case is investigated by personnel
who are appropriately independent and informed only on
a need-to-know basis. More serious cases require a higher
degree of group-level oversight and involvement.
Subsea7 uses the case management system to track Speak
Up cases and other compliance and ethics investigation
metrics, such as the number of reports received, the types
of misconduct alleged or suspected, the outcome of the
investigation and any remedial measures taken. This
includes any disciplinary measures, including dismissals,
and any police referrals where relevant. Subsea7 uses
these metrics to assess areas for improvement in its
programme, and the Group includes them in the reports to
committees. Any convictions or fines imposed on the Group
are reported to the Oslo Stock Exchange and relevant
regulators.
Monitoring, auditing and assurance
Subsea7 regularly monitors and reviews its Business Ethics
Programme to ensure it is up to date, properly implemented
and continually improved, consistent with the Group’s
Anti-Corruption Risk Management and Due Diligence and
Assurance Framework.
As previously discussed, the Group’s CECO provides
periodic reports to the Ethics Committee and the Corporate
Governance, Nominations and Risk Committee, in addition
to the Audit and Sustainability Committee. These
committees review the strategy and objectives and agree
priorities, assess metrics, and approve Business Ethics
Programme improvement initiatives.
Subsea7’s internal audit function includes a review of
elements of the Business Ethics Programme when
undertaking audits of the Group’s operations. The CECO
conducts regional visits, often accompanied by members
of the Executive Management Team, to monitor the
effectiveness of the Group’s Business Ethics Programme.
Subsea7 monitors Speak Up and other compliance and
ethics cases to identify potential control weaknesses or
failures, or unethical behaviour. The CECO also has
quarterly meetings with the Group’s external auditors.
Subsea7 has commissioned reports on the design and
effective implementation of the programme from expert
independent assurance providers. As at 31 December 2023,
the whole of the Group had been independently assessed
by GoodCorporation™, and the design of the group-wide
programme and its implementation in Subsea7’s UK
business was also certified to ISO37001:2016. The
Group’s objective is to maintain this certification via a rolling
programme of audits across a large sample of the Group’s
sites. ISO37001 audits were conducted in 2024 to maintain
the Group’s ISO37001 certification.
Culture and values
The Group’s Business Ethics Programme is underpinned by
the Group’s culture and Values as described in the Corporate
culture and business conduct policies on page 108.
Metrics and targets
Confirmed incidents of corruption or bribery
(ESRS G1-4)
All allegations or suspicions reported or detected via
Safecall or internal channels are reported to the Group’s
CECO, who records them on a case management system
and oversees their investigation in accordance with the
Group’s Investigations Principles and Procedures. Subsea7
is therefore able to disclose how many cases that could,
if substantiated, comprise active or passive bribery or
corruption. For every case, Subsea7 tracks the outcome,
including any potential control enhancements and
disciplinary sanctions. If the Group believed that an
employee may have committed a bribery or corruption
offence, then there is a presumption that Subsea7 would
refer the employee to the relevant law enforcement
authorities. Subsea7 is not aware of any employees being
convicted or fined during 2024 for a corruption or bribery
offence, whether pursuant to such a referral or otherwise,
for example, if an employee committed an offence other
than in connection with their work for the Group, or of which
Subsea7 was otherwise unaware.
Any convictions or fines imposed on the Group are reported
to the Oslo Stock Exchange and relevant regulators. During
2024 there were no such convictions or fines, nor any
public legal cases relating to bribery or corruption brought
against the Group.
Table 5-3 summarises all allegations or suspicions of
corrupt behaviour that were investigated during 2024,
including the outcome and any remedial or disciplinary
actions taken.
SUSTAINABILITY STATEMENTS CONTINUED
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112
Table 5-3 – Incidents of corrupt behaviour
Category Incidents
Number of confirmed incidents of corruption
or bribery
1
1
Number of confirmed incidents in which own
workers were dismissed or disciplined for
corruption or bribery-related incidents
1
1
Number of confirmed incidents relating to
contracts with business partners that were
terminated or not renewed due to violations
related to corruption or bribery
0
1. Procurement fraud.
Political influence and lobbying activities
(ESRS G1-5)
The Group has a procedure for recording financial or in-kind
political contributions within its accounting records although
the Group’s policy is not to make any contributions of this
kind. There is no defined methodology for estimating the
monetary value of any in-kind political contributions and
none were made during 2024.
The Group does not engage in any formal lobbying
activities, and there is no specific function within the Group
with responsibility for oversight of any lobbying or political
activities. Subsea7 is not a member of any lobbying
associations and does not contribute towards any internal
or external lobbying. The Group is not registered in any EU
State or EU Member State transparency register.
During 2024, no members of Subsea7’s administrative,
management or supervisory bodies held a comparable
position in public administration, including regulators,
in the two years preceding such appointment. For further
information on both political influence and lobbying activities
addressed in the Group’s ABAC Policy, refer to Code of
Conduct and clear policies on page 110.
Payment practices (ESRS G1-6)
Subsea7’s standard payment terms are 45 days for all
suppliers globally and approximately 40% of invoices
received were contracted on these terms or shorter. There
are regional payment practices and material and service
group (MSG) categories, which have payment terms shorter
than 45 days.
In the Netherlands, under Dutch law, large companies, such
as Subsea7 have to pay SMEs within 30 days of receipt of
the invoice.
In the UK, Subsea7 has generally adopted the UK Prompt
Payment Code, which is a voluntary code of practice for
businesses, and one of the requirements is for invoices
from small businesses, with fewer than 50 employees,
to be paid within 30 days of the receipt of the invoice.
In Norway, suppliers typically have 30-day payment terms.
Certain MSG categories such as port services, vessel
charterparties and travel typically have payment terms
that are shorter than 30 days, and approximately 25%
of all invoices recorded by the Group during 2024 were
contracted on these terms.
During 2024, in aggregate, over 60% of invoices were
contracted based on 30 days payment terms or less.
The overall average time for Subsea7 to pay invoices in
2024 was 42 days from the date of receipt of the invoice.
For the Group’s UK entities that exceed at least two of the
following characteristics – annual revenue of GBP36 million,
total assets of GBP18 million or 250 employees – Subsea7
submits half-yearly payment practice reports which can be
accessed on www.gov.uk/check-when-businesses-pay-invoices.
Instances where supplier invoices are due and outstanding
for significant periods are typically managed and resolved
at a project level. During 2024, no suppliers commenced
legal proceedings against Subsea7 for late payments
of invoices.
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CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
Appendix
Disclosure requirements and incorporation by reference tables
Legend
SR Strategic Report REM Remuneration Report SUS Sustainability Statements
GOV Governance CFS Consolidated Financial Statements
Table A1: Cross-cutting standards ESRS2
ESRS 2 General disclosures Section/report Page
BP-1 General basis for the preparation of the sustainability statement
SUS 67
BP-2 Disclosures in relation to specific circumstances
SUS 67
GOV-1 The role of the administrative, management and supervisory bodies
GOV 42-53
GOV-2
Information provided to and sustainability matters addressed by the undertaking’s
administrative, management and supervisory bodies
SUS 68
GOV-3 Integration of sustainability-related performance in incentive schemes
REM 60
GOV-4 Statement on due diligence
SUS 118
GOV-5 Risk management and internal controls over sustainability reporting
SUS 68-69
SBM-1 Strategy, business model and value chain (products, markets, customers
SR
SUS
2,8-17
69
Strategy, business model and value chain (headcount by country)
SUS 90
Strategy, business model and value chain (breakdown of revenue)
CFS 158
SBM-2 Interests and views of stakeholders
SUS 70-71
SBM-3
Material impacts, risks and opportunities and their interaction with strategy
and business model
SUS 71
IRO-1 Description of the process to identify and assess material impacts, risks and opportunities
SUS 72
IRO-2 Disclosure Requirements in ESRS covered by the undertaking’s sustainability statement
SUS 73
Table A2: Topical standards ESRS E1
ESRS E1 Climate change Section/report Page
ESRS 2
GOV-3
Integration of sustainability-related performance in incentive scheme
SUS 81
E1-1 Transition plan for climate change mitigation
SUS 81
ESRS 2
SBM-3
Material impacts, risks and opportunities and their interaction with strategy and
business model
SUS 81-82
ESRS 2
IRO-1
Description of the processes to identify and assess material climate-related impacts, risks
and opportunities
SUS 82-83
E1-2 Policies related to climate change mitigation and adaptation
SUS 84
E1-3 Actions and resources in relation to climate change policies
SUS 84-85
E1-4 Targets related to climate change mitigation and adaptation
SUS 85
E1-5 Energy consumption and mix
SUS 85
E1-6 Gross Scopes 1, 2, 3 and total GHG emissions
SUS 86-88
E1-7 GHG removals and GHG mitigation projects financed through carbon credits
SUS 89
E1-8 Internal carbon pricing
SUS 89
E1-9
Anticipated financial effects from material physical and transition risks and potential
climate-related opportunities
SUS 89
Subsea 7 S.A. | Annual Report 2024
114
Table A3: Topical standards ESRS S1
ESRS S1 Own workforce Section/report Page
ESRS 2
SBM-2
Interests and views of stakeholders
SUS 90
ESRS 2
SBM-3
Material impacts, risks and opportunities and their interaction with strategy
and business model
SUS 90
S1-1 Policies related to own workforce
SUS 91-95
S1-2 Processes for engaging with own workforce and workers’ representatives about impacts
SUS 96
S1-3 Processes to remediate negative impacts and channels for own workforce to raise concerns
SUS 96
S1-4
Taking action on material impacts on own workforce, and approaches to managing material
risks and pursuing material opportunities related to own workforce, and effectiveness
of those actions
SUS 92-96
S1-5
Targets related to managing material negative impacts, advancing positive impacts,
and managing material risks and opportunities
SUS 97
S1-6 Characteristics of the undertaking’s employees
SUS 97
S1-7 Characteristics of non-employees in the undertaking’s own workforce
SUS 99
S1-8 Collective bargaining coverage and social dialogue
SUS 99
S1-9 Diversity metrics
SUS 99
S1-10 Adequate wages
SUS 99
S1-11 Social protection
SUS 99
S1-12 Persons with disabilities
SUS 99
S1-13 Training and skills development metrics
SUS 100
S1-14 Health and safety metrics
SUS 100
S1-15 Work-life balance metrics
SUS 101
S1-16 Remuneration metrics (pay gap and total remuneration)
SUS 101
S1-17 Incidents, complaints and severe human rights impacts
SUS 101
Table A4: Topical standards ESRS S2
ESRS S2 Workers in the value chain Section/report Page
ESRS 2
SBM-2
Interests and views of stakeholders
SUS 101
ESRS 2
SBM-3
Material impacts, risks and opportunities and their interaction with strategy
and business model
SUS 102
S2-1 Policies related to value chain workers
SUS 103
S2-2 Processes for engaging with value chain workers about impacts
SUS 103
S2-3
Processes to remediate negative impacts and channels for value chain workers
to raise concerns
SUS 104
S2-4
Taking action on material impacts on value chain workers, and approaches to managing
material risks and pursuing material opportunities related to value chain workers,
and effectiveness of those actions
SUS
104-
106
S2-5
Targets related to managing material negative impacts, advancing positive impacts,
and managing material risks and opportunities
SUS 106
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Table A5: Topical standards ESRS G1
ESRS G1 Business conduct Section/report Page
ESRS 2,
GOV-1
The role of the administrative, management and supervisory bodies
SUS 107
ESRS 2,
IRO-1
Description of the processes to identify and assess material impacts, risks and opportunities
SUS 107
G1-1 Business conduct policies and corporate culture
SUS 108
G1-2 Management of relationships with suppliers
SUS
108-
109
G1-3 Prevention and detection of corruption and bribery
SUS
109-
112
G1-4 Incidents of corruption or bribery
SUS 112
G1-5 Political influence and lobbying activities
SUS
112-
113
G1-6 Payment practices
SUS 113
Datapoints that derive from other EU legislation
Legend
GOV – Governance SBM – Strategy and Business Model
SFDR – Sustainable Finance Disclosure
Regulation
EUCL – EU Climate Law P3 – EBA Pillar 3 disclosure requirements
BRR – Climate Benchmark Standards
Regulation
Table A6: Datapoints that derive from other EU legislation
Disclosure
requirement
Data point Legislation Page
ESRS 2, GOV-1 21 (d) Board’s gender diversity SFDR/BRR 42
Percentage of board members who are independent BRR
ESRS 2, GOV-4 30 Statement on due diligence SFDR 118
ESRS 2, SBM-1 40 (d) (i) Involvement in activities related to fossil fuel activities SFDR/P3/BRR 69
40 (d) (ii) Involvement in activities related to chemical production SFDR/BRR
40 (d) (iii) Involvement in activities related to controversial weapons SFDR/BRR
40 (d) (iv)
Involvement in activities related to cultivation and production
of tobacco
BRR
ESRS E1-1 14 Transition plan to reach climate neutrality by 2050 EUCL 81
16 (g) Undertakings excluded from Paris-aligned benchmarks P3/BRR
ESRS E1-4 34 GHG emission reduction targets SFDR/P3/BRR 85
ESRS E1-5 38
Energy consumption from fossil sources disaggregated by sources
(only high climate impact sectors)
SFDR 86
37 Energy consumption and mix SFDR
40-43
Energy intensity associated with activities in high climate
impact sectors
SFDR
ESRS E1-6 44 Gross scope 1, 2, 3, and total GHG emissions SFDR/P3/BRR 88
53-55 Gross GHG emissions intensity SFDR/P3/BRR
SUSTAINABILITY STATEMENTS CONTINUED
Subsea 7 S.A. | Annual Report 2024
116
Disclosure
requirement
Data point Legislation Page
ESRS E1-7 56 GHG removals and carbon credits EUCL 89
ESRS E1-9 66
Exposure of the benchmark portfolio to climate-related
physical risks
BRR 89
66 (a);
66 (c)
Disaggregation of monetary amounts by acute and chronic physical
risk; location of significant assets at material physical risk
P3/BRR 89
ESRS E1-9 67 (c)
Breakdown of the carrying value of its real estate assets
by energy-efficiency classes
P3
69 Degree of exposure of the portfolio to climate-related opportunities BRR 89
ESRS E2-4 28
Amount of each pollutant listed in annex II of the E-PRTR regulation
emitted to air, water, and soil
SFDR n/a
ESRS E3-1 9 Water and marine resources SFDR
13 Dedicated policy SFDR n/a
14 Sustainable oceans and seas SFDR
ESRS E3-4 28 (c) Total water recycled and reused SFDR
29 Total water consumption in m3 per net revenue on own operations SFDR n/a
ESRS E4, SBM-3 16 (a) (i) Activities negatively affecting biodiversity-sensitive areas SFDR n/a
(ESRS2) 16 (b) Land degradation, desertification, or soil sealing SFDR
16 (c) Threatened species SFDR
ESRS E4-2 24 (b) Sustainable land/agriculture practices or policies SFDR
24 (c) Sustainable oceans/seas practices or policies SFDR n/a
24 (d) Policies to address deforestation SFDR
ESRS E5-5 37 (d) Non-recycled waste SFDR n/a
39 Hazardous waste and radioactive waste SFDR-
ESRS S1, SBM-3 14 (f) Risk of incidents of forced labour SFDR
(ESRS 2) 14 (g) Risk of incidents of child labour SFDR 90
ESRS S1-1 20 Human rights policy commitments SFDR
21
Due diligence policies on issues addressed by the fundamental
International Labour Organisation Conventions 1 to 8
BRR
91, 93,
94, 95
22
Processes and measures for preventing trafficking
in human beings
SFDR
23 Workplace accident prevention policy or management system SFDR
ESRS S1-3 32 (c) Grievance/complaints-handling mechanisms SFDR 96
ESRS S1-14
88 (b)
and (c)
Number of fatalities and number and rate of work-related accidents SFDR/BRR 100
88 (e) Number of days lost to injuries, accidents, fatalities, or illness SFDR
ESRS S1-16 97 (a) Unadjusted gender pay gap SFDR/BRR 101
97 (b) Excessive CEO pay ratio SFDR
ESRS S1-17 103 (a) Incidents of discrimination SFDR
104 (a)
Non-respect of UNGPs on Business & Human Rights,
ILO principles, or OECD guidelines
SFDR/BRR 101
ESRS S2, SBM-3
(ESRS 2)
11 (b)
Significant risk of child labour or forced labour
in the value chain
SFDR 102
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SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
Disclosure
requirement
Data point Legislation Page
ESRS S2-1 17 Human rights policy commitments SFDR 103
18 Policies related to value chain workers SFDR
19
Non-respect of UNGPs on Business & Human Rights,
ILO principles, or OECD guidelines
SFDR/BRR
19
Due diligence policies on issues addressed by the fundamental
International Labour Organisation Conventions 1 to 8
BRR
ESRS S2-4 36
Human rights issues and incidents connected to its
upstream and downstream value chain
SFDR 104
ESRS S3-1 16 Human rights policy commitments SFDR n/a
17
Non-respect of UNGPs on Business & Human Rights,
ILO principles, or OECD guidelines
SFDR/BRR
ESRS S3-4 36 Human rights issues and incidents SFDR n/a
ESRS S4-1 16 Policies related to consumers and end-users SFDR n/a
17
Non-respect of UNGPs on Business and Human
Rights and OECD guidelines
SFDR/BRR
ESRS S4-4 35 Human rights issues and incidents SFDR n/a
ESRS G1-4 10 (b) United Nations Convention against Corruption SFDR
10 (d) Protection of whistleblowers SFDR 112
ESRS G1-4 24 (a) Fines for violation of anti-corruption and anti-bribery laws SFDR/BRR 112
24 (b) Standards of anti-corruption and anti-bribery SFDR
Statement on sustainability due diligence
Table A7: statement on sustainability due diligence
Core elements of
due diligence
Paragraphs and pages in the Sustainability Statements or Management Report
Embedding sustainability due diligence in governance, strategy
and business model
Governance – page 42
Board of Directors and Executive Management Team
– pages 44-45 and 46-47 respectively
Engaging with affected stakeholders Table 1-2 pages 70-71
Identifying and assessing adverse impacts
Table 2-6 page 83 (ESRS E1)
Table 3-1 page 90 (ESRS S1)
Table 4-1 page 102 (ESRS S2)
Table 5-1 page 108 (ESRS G1)
Taking action to address those adverse impacts
For ESRS E1 – page 84
For ESRS S1 – pages 92, 94, 95
For ESRS S2 – page 104
For ESRS G1 – pages 108-112
Tracking the effectiveness of these efforts and communicating
For ESRS E1 – page 89
For ESRS S1 – pages 97-101
For ESRS S2 – page 106
For ESRS G1 – page 112
SUSTAINABILITY STATEMENTS CONTINUED
Subsea 7 S.A. | Annual Report 2024
118
LIMITED ASSURANCE
REPORT ON SUSTAINABILITY
INFORMATION
To the Board of Directors
Subsea 7 S.A.
412F, route d’Esch
L1471 Luxembourg
Limited Assurance Conclusion
We conducted a limited assurance engagement on the
Sustainability Statements of Subsea 7 S.A. (the “Group”)
included in section “Sustainability Statements” of the
Annual Report as of 31 December 2024 and for the year
then ended.
Based on the procedures we have performed and the
evidence we have obtained, nothing has come to our
attention that causes us to believe that the accompanying
Sustainability Statements are not prepared, in all material
respects, in accordance with:
article 29(a) of EU Directive 2013/34/EU (“Directive”);
compliance with the European Sustainability Reporting
Standards (“ESRS”), including that the process carried
out by the Group to identify the information reported
in the Sustainability Statements (the “Process”) is
in accordance with the description set out in note
ESRS 2 IRO-1;
compliance of the disclosures in “Reporting according
to the EU Taxonomy” within the environmental section
of the Sustainability Statements with Article 8 of EU
Regulation 2020/852 (the “Taxonomy Regulation”);
altogether the “Criteria”.
Basis for Limited Assurance Conclusion
We conducted our limited assurance engagement in
accordance with International Standard on Assurance
Engagements 3000 (revised) (“ISAE 3000”), Assurance
Engagements Other Than Audits or Reviews of Historical
Financial Information, issued by the International Auditing
and Assurance Standards Board (“IAASB”) as adopted
for Luxembourg by the Institut des Réviseurs
d’Entreprises (“IRE”).
We believe that the evidence we have obtained is sufficient
and appropriate to provide a basis for our conclusion. Our
responsibilities under this standard are further described in
the Responsibilities of réviseur d’entreprises agréé’s section
of our report.
We have complied with the independence and other
ethical requirements of the International Code of Ethics
for Professional Accountants, including International
Independence Standards, issued by the International
Ethics Standards Board for Accountants (“IESBA Code”)
as adopted for Luxembourg by the Commission de
Surveillance du Secteur Financier (“CSSF”), which is
founded on fundamental principles of integrity, objectivity,
professional competence and due care, confidentiality and
professional behaviour.
Our firm applies the International Standard on Quality
Management (”ISQM”) 1, Quality Management for Firms
that Perform Audits or Reviews of Financial Statements, or
Other Assurance or Related Services Engagements, issued
by the IAASB as adopted for Luxembourg by the CSSF.
This standard requires the firm to design, implement
and operate a system of quality management, including
policies or procedures regarding compliance with ethical
requirements, professional standards and applicable legal
and regulatory requirements.
Emphasis of Matter – New sustainability
reporting standards
We draw attention to section “Disclosures in relation to
specific circumstances (ESRS 2 BP-2)” on page 67 of the
Sustainability Statements. This disclosure sets out that the
year ended 31 December 2024 is the first year of reporting
under the CSRD. The Sustainability Statements have been
prepared in the context of new sustainability reporting
standards requiring entity-specific and temporary
interpretations and addressing inherent measurement
or evaluation uncertainties.
Our conclusion is not modified in respect of this matter.
Emphasis of Matter – Unavailability of certain
quantitative metrics
We draw attention to section in Statement S1 “Metrics
and Targets” on page 97. This disclosure sets out that
the Group has not provided estimations when data
was unavailable.
Our conclusion is not modified in respect of this matter.
Subsea 7 S.A. | Annual Report 2024
119
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
SUSTAINABILITY STATEMENTS CONTINUED
Emphasis of Matter – Double Materiality
assessment process
We draw attention to section “ESRS 2 General Disclosures”
on page 67 in the Sustainability Statements. This disclosure
explains future improvements in the ongoing due diligence
and double materiality assessment process, including
robust engagement with affected stakeholders. Due
diligence is an on-going process that responds to and may
trigger changes in the Group’s strategy, business model,
activities, business relationships, operating, sourcing and
selling contexts. The double materiality assessment
process may also be impacted in time by sector-specific
standards to be adopted. The Sustainability Statements
may not include every impact, risk and opportunity or
additional entity-specific disclosure that each individual
stakeholder or group of stakeholders may consider
important in its own particular assessment.
Our conclusion is not modified in respect of this matter.
Other Matter – Comparative information not
subject to assurance procedures
No limited assurance procedures have been performed on
the Sustainability Statements of the prior year. Consequently,
the comparative information in the Sustainability
Statements and thereto related disclosures for the year
ended 31 December 2023 have not been subject to limited
assurance procedures.
Our conclusion is not modified in respect of this matter.
Responsibilities of the Board of Directors
and those charged with governance for the
Sustainability Statements
The Board of Directors of the Group is responsible for
designing, implementing and maintaining a process to identify
the information reported in the Sustainability Statements in
accordance with ESRS and for disclosing this process in
note ESRS 2 IRO-1 of the Sustainability Statements.
This responsibility includes:
understanding the context in which the Group’s activities
and business relationships take place and developing an
understanding of its affected stakeholders;
the identification of the actual and potential impacts
(both negative and positive) related to sustainability
matters, as well as risks and opportunities that affect,
or could reasonably be expected to affect, the Group’s
financial position, financial performance, cash flows,
access to finance or cost of capital over the short,
medium, or long term;
the assessment of the materiality of the identified
impacts, risks and opportunities related to sustainability
matters by selecting and applying appropriate
thresholds; and
the selection and application of appropriate sustainability
reporting methods and making assumptions and
estimates about individual sustainability disclosures that
are reasonable in the circumstances.
The Board of Directors of the Group is further responsible for:
The preparation of the Sustainability Statements in
accordance with the Criteria.
Designing, implementing and maintaining such internal
controls that the Board of Directors determines is
necessary to enable the preparation of the Sustainability
Statements, in accordance with the Criteria, that is
free from material misstatement, whether due to fraud
or error.
Those charged with governance are responsible for
overseeing the Group’s sustainability reporting process.
Inherent limitations in preparing the
Sustainability Statements
In reporting forward-looking information in accordance with
ESRS, the Board of Directors of the Group is required to
prepare the forward-looking information on the basis of
disclosed assumptions about events that may occur in the
future and possible future actions by the Group. The actual
outcome is likely to be different since anticipated events
frequently do not occur as expected.
In determining the disclosures in the Sustainability
Statements, the Board of Directors of the Group interprets
undefined legal and other terms. Undefined legal and other
terms may be interpreted differently, including the legal
conformity of their interpretation and, accordingly, are
subject to uncertainties.
Responsibilities of the réviseur d’entreprises agréé
Our responsibility is to plan and perform the assurance
engagement to obtain limited assurance about whether the
Sustainability Statements are free from material misstatement,
whether due to fraud or error, and to issue a limited
assurance report that includes our conclusion. Misstatements
can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be
expected to influence decisions of users taken on the basis
of the Sustainability Statements as a whole.
As part of a limited assurance engagement in accordance
with ISAE 3000, we exercise professional judgement and
maintain professional scepticism throughout the engagement.
Our responsibilities in respect of the Sustainability
Statements, in relation to the Process, include:
Performing procedures, including obtaining an
understanding of internal controls relevant to the
engagement, to identify risks that the process to identify
the information reported in the Sustainability Statements
does not address the applicable requirements of ESRS,
but not for the purpose of providing a conclusion on the
effectiveness of the Process, including the outcome of
the Process;
Designing and performing procedures to evaluate
whether the Process to identify the information reported
in the Sustainability Statements is consistent with the
Group’s description of its Process as disclosed in note
ESRS 2 IRO-1.
Subsea 7 S.A. | Annual Report 2024
120
Our other responsibilities in respect of the Sustainability
Statement include:
Performing risk assessment procedures, including
obtaining an understanding of internal controls relevant to
the engagement, to identify where material misstatements
are likely to arise, whether due to fraud or error, but not
for the purpose of providing a conclusion on the
effectiveness of the Group’s internal controls;
Designing and performing procedures responsive to
where material misstatements are likely to arise in the
Sustainability Statements. The risk of not detecting a
material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations,
or the override of internal controls.
Summary of the work performed
A limited assurance engagement involves performing
procedures to obtain evidence about the Sustainability
Statements. The procedures performed in a limited
assurance engagement vary in nature and form, and are
less in extent than for, a reasonable assurance engagement.
Consequently, the level of assurance obtained in a limited
assurance engagement is substantially lower than the
assurance that would have been obtained had a reasonable
assurance engagement been performed. The nature, timing
and extent of procedures selected depend on professional
judgement, identification of disclosures where material
misstatements are likely to arise in the Sustainability
Statements, whether due to fraud or error.
In conducting our limited assurance engagement, with
respect of the Process, we:
obtained an understanding of the Process by performing
inquiries to understand the sources of the information
used by management, reviewing the double materiality
assessment performed by the Group’s management and
reviewing the Group’s internal documentation of its
Process; and
evaluated whether the evidence obtained from our
procedures about the Process implemented by the Group
was consistent with the description of the Process set
out in note ESRS 2 IRO-1.
In conducting our limited assurance engagement, with
respect to the Sustainability Statements, we:
obtained an understanding of the Group’s reporting
processes relevant to the preparation of its Sustainability
Statements by conducting interviews with key personnel;
evaluated whether all material information identified by
the Process is included in the Sustainability Statements;
evaluated whether the structure and the presentation
of the Sustainability Statements is in accordance with
the Criteria;
evaluated the methods, assumptions and data for
developing estimates and forward-looking information;
obtained an understanding of the process to identify
taxonomy-eligible and taxonomy-aligned economic
activities and the corresponding disclosures in the
Sustainability Statements;
performed inquires of relevant personnel and analytical
procedures on selected disclosures in the Sustainability
Statements;
performed substantive assurance procedures based on a
sample basis on selected disclosures in the Sustainability
Statements;
compared selected disclosures in the Sustainability
Statements with the corresponding disclosures in the
Consolidated Financial Statements within the 2024
Annual Report;
evaluated whether the evidence obtained from our
procedures about the Process implemented by the Group
was consistent with the description of the Process set
out in note ESRS 2 IRO-1.
Other information
The management of the Group is responsible for the other
information. The other information comprises the Strategic
Report, Governance, Consolidated Financial Statements,
Subsea 7 S.A. Financial Statements, Other information
included in the Group’s 2024 Annual Report but does not
include the Sustainability Statements and our assurance
report thereon.
Our conclusion on the Sustainability Statements does not
cover the other information and we do not express any form
of assurance conclusion thereon.
Ernst & Young
Société anonyme
Cabinet de révision agréé
Emmanuel Mareschal
Luxembourg, 26 February 2025
Subsea 7 S.A. | Annual Report 2024
121
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
FINANCIAL REVIEW
FINANCIAL REVIEW
Financial Review
Page
Management Report for Subsea7 Group (the Group)
123
Management Report for Subsea 7 S.A. (the Company)
129
Subsea 7 S.A. | Annual Report 2024
122
Management Report for Subsea7 Group (the Group)
Financial highlights
At a glance
• Full year Adjusted EBITDA of $1,090 million, up 53% on the prior year, equating to a margin of 16%
• Net income of $217 million compared to $10 million in 2023
• Robust free cash flow of $583 million
• Order intake of $8.2 billion, a book-to-bill ratio of 1.2
• A high-quality backlog of $11.2 billion at year end implies over 80% visibility on 2025 revenue guidance and supports the
outlook for Adjusted EBITDA margin expansion to 18 to 20%
• Dividend of approximately $350 million proposed, subject to shareholder approval, for payment in two equal instalments
in 2025
(a) For explanations and reconciliations of Adjusted EBITDA, Adjusted EBITDA margin, Backlog, Book-to-bill ratio and Net debt refer to the
‘Alternative Performance Measures’ section on page 203.
(b)For the explanation and a reconciliation of diluted earnings per share refer to Note 11 ‘Earnings per share’ to the Consolidated
Financial Statements.
2024 Summary
The Group delivered solid results as the upcycles in the subsea and offshore wind industries gathered pace. Revenue and
Adjusted EBITDA in the Subsea and Conventional business unit increased significantly driven by the shift in mix towards
projects awarded in a more favourable commercial environment.
The Group recorded order intake of over $8 billion, which equated to a book-to-bill of 1.2 times. Order intake was the highest
since 2013, resulting in a backlog of over $11 billion at year end.
In 2024, revenue was $6.8 billion, net operating income was $446 million and Adjusted EBITDA was $1,090 million, driven
by higher revenues and margin expansion within both the Subsea and Conventional and Renewables business units. After
taxation of $152 million, equating to an effective tax rate of 41%, net income was $217 million in 2024.
Net cash generated from operating activities was $931 million and free cash flow was $583 million after capital expenditure
of $349 million. At 31 December 2024, the Group held cash and cash equivalents of $575 million and net debt including
lease liabilities was $602 million. At year end the Group had liquidity of around $1.3 billion with $758 million of undrawn
borrowing facilities.
During the year the Company paid dividends of $163 million, equivalent to NOK 6.00 per share and repurchased 5.2 million
shares for a cost of $87 million, leading to returns to shareholders of $250 million.
In $ millions, except Adjusted EBITDA margin and per share data
2024
31 Dec
2023
31 Dec
Revenue
6,837 5,974
Adjusted EBITDA
(a)
1,090 714
Adjusted EBITDA margin
(a)
16% 12%
Net operating income
446 105
Net income
217 10
Earnings per share – in $ per share
Basic
0.68 0.05
Diluted
(b)
0.67 0.05
At (in $ millions)
2024
31 Dec
2023
31 Dec
Backlog
(a)
11,175 10,587
Book-to-bill ratio
(a)
1.2x 1.2x
Cash and cash equivalents
575 751
Borrowings
(722)
(845)
Net debt excluding lease liabilities
(a)
(147)
(94)
Net debt including lease liabilities
(a)
(602)
(552)
Subsea 7 S.A. | Annual Report 2024
123
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
Commitment to shareholder returns
At the Annual General Meeting on 8 May 2025, the Board of Directors will propose that shareholders approve a cash
dividend of NOK 13.00 per share, equating to approximately $350 million, payable in two equal instalments in May and
November 2025. This represents a year-on-year increase of 40% in returns to shareholders and is equivalent to an
approximate yield of 7% related to the cash dividend.
Outlook
Management anticipates that revenue in 2025 will be between $6.8 billion and $7.2 billion, while the Adjusted EBITDA margin
is expected to be within a range from 18% to 20%. Management continues to expect margins to exceed 20% in 2026, based
upon the Group’s firm backlog of contracts and the prospects in the tendering pipeline.
Driven by structural factors including economic development and energy security, the outlook for long-term energy demand
growth remains positive. Subsea7’s exposure to both the hydrocarbon and renewable sectors leaves the Group well placed
to benefit from this structural energy trend. Subsea7’s focus on late-cycle, long-duration developments adds resilience to
the Group’s strategy, while the Group’s track record for project execution and strong balance sheet support a market-
leading position that benefits the Group, its customers and shareholders.
Income statement
Revenue
Revenue for the year ended 31 December 2024 was $6.8 billion, an increase of $863 million or 14% compared to the prior
year. The increase was mainly due to increased activity in the Subsea and Conventional and Renewables business units with
strong demand for the Group’s services.
Adjusted EBITDA
Adjusted EBITDA was $1,090 million, an increase of $376 million or 53% compared to 2023, resulting in an Adjusted EBITDA
margin of 16% compared to 12% in the prior year. The year-on-year increase was driven by higher activity levels and the
execution of projects awarded at improved margins in both the Subsea and Conventional and Renewables business units.
Net operating income
Net operating income was $446 million compared to $105 million in the prior year. The increase in net operating income was
driven by:
• net operating income of $404 million in the Subsea and Conventional business unit compared to $196 million in
the prior year. The year-on-year increase in profitability was mainly driven by high activity levels and the execution
of projects awarded at improved margins; and
• net operating income of $53 million in the Renewables business unit compared to net operating loss of $74 million in the
prior year. The year-on-year increase reflected higher activity levels and non-cash impairment charges of $17 million
recognised in 2024, compared to non-cash impairment charges of $73 million in 2023.
Net income
Net income was $217 million compared to $10 million in the prior year. The year-on-year improvement of $207 million was
mainly driven by:
• an increase in net operating income of $341 million
partly offset by:
• net loss within other gains and losses of $1 million, driven by losses on foreign exchange largely offset by gains on
non-cash foreign exchange, compared to a net gain of $21 million in the prior year, mainly driven by non-cash foreign
exchange gains;
• finance costs of $101 million for the year ended 31 December 2024, which reflected higher levels of borrowings, compared
with finance costs of $71 million in the prior year; and
• taxation of $152 million, equivalent to an effective tax rate of 41%, compared to taxation of $70 million in 2023.
Earnings per share
Diluted earnings per share was $0.67 compared to $0.05 in 2023, calculated using a weighted average number of shares
of 300 million and 299 million, respectively.
FINANCIAL REVIEW CONTINUED
Subsea 7 S.A. | Annual Report 2024
124
Business unit highlights
For the year ended 31 December 2024
(in $ millions) Unaudited
Subsea and
Conventional Renewables Corporate Total
Revenue
Fixed-price projects
4,815.1 1,190.8 16.8 6,022.7
Day-rate projects
684.9 41.6 87.8 814.3
5,500.0 1,232.4 104.6 6,837.0
Net operating income/(loss)
403.5 53.4 (11.4) 445.5
Finance income
24.4
Other gains and losses
(0.5)
Finance costs
(101.2)
Income before taxes
368.2
Adjusted EBITDA
(a)
897.3 185.0 7.8 1,090.1
Adjusted EBITDA margin
(a)
16.3% 15.0% 7.5% 15.9%
For the year ended 31 December 2023
(in $ millions) Unaudited
Subsea and
Conventional Renewables Corporate Total
Revenue
Fixed-price projects
4,171.1 951.6 16.7 5,139.4
Day-rate projects
748.0 3.5 82.8 834.3
4,919.1 955.1 99.5 5,973.7
Net operating income/(loss)
196.2 (73.9)
(17.6) 104.7
Finance income
25.2
Other gains and losses
21.3
Finance costs
(71.2)
Income before taxes
80.0
Adjusted EBITDA
(a)
612.4 102.5 (0.5)
714.4
Adjusted EBITDA margin
(a)
12.4% 10.7% (0.5%)
12.0%
(a) Adjusted EBITDA and Adjusted EBITDA margin are non-IFRS measures. For explanations and reconciliations of Adjusted EBITDA and Adjusted
EBITDA margin refer to the ‘Alternative Performance Measures’ section on page 203.
Business unit highlights
Subsea and Conventional
Revenue for the year ended 31 December 2024 was $5.5 billion, an increase of $581 million or 12% compared to the
prior year.
During the year: Marjan 2 (Saudi Arabia); Sangomar (Senegal); Gas-to-Energy (Guyana); Sanha Lean Gas (Angola); BJP
Salema (Brazil); Northern Lights and Tyrving (Norway) neared completion. Work progressed on Agogo (Angola); Barossa
(Australia); Salamanca (US); Raven (Egypt); Sakarya Phase 2a (Türkiye); Yggdrasil (Norway) and CRPO 80/81 (Saudi Arabia).
In Brazil, there were high levels of utilisation of the PLSVs and work progressed on Bacalhau, Mero 3&4, Búzios 8 and
Búzios 9.
Net operating income was $404 million compared to $196 million in the prior year. The year-on-year increase reflected high
activity levels, the execution of projects awarded at improved margins and the Group’s share of net income in its associate,
OneSubsea, of $36 million compared to $8 million in the prior year.
Renewables
Revenue for the year ended 31 December 2024 was $1.2 billion, an increase of $277 million or 29% compared to the
prior year.
During the year: Dogger Bank B and Moray West (UK); and Yunlin and Zhong Neng (Taiwan) neared completion. Work
progressed on East Anglia THREE and Dogger Bank C (UK); Revolution (US) and Hai Long (Taiwan).
Net operating income was $53 million compared to net operating loss of $74 million in the prior year. The year-on-year
increase reflected higher activity levels and non-cash impairment charges of $17 million recognised in 2024, compared
to non-cash impairment charges of $73 million in 2023.
Subsea 7 S.A. | Annual Report 2024
125
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
Corporate
Revenue, which was mainly driven by the Group’s autonomous wholly-owned subsidiaries Xodus and 4Subsea, was
$105 million, compared to $100 million in the prior year. Net operating loss was $11 million compared with net operating
loss of $18 million in the prior year.
Vessel utilisation and fleet
Vessel utilisation for the year ended 31 December 2024 was 86% compared with 77% for the prior year. At 31 December
2024, there were 41 vessels in the Group’s fleet, including 12 chartered vessels.
Backlog
At 31 December 2024 backlog was $11.2 billion compared to $10.6 billion at 31 December 2023. Order intake was $8.2 billion
representing a book-to-bill ratio of 1.2 times. Order intake included new awards of $6.7 billion, escalations of $1.5 billion and
an unfavourable foreign exchange impact of approximately $750 million.
$9.1 billion of the backlog at 31 December 2024 related to the Subsea and Conventional business unit (which included
approximately $1.4 billion related to long-term day-rate contracts for PLSVs in Brazil) and $2.1 billion related to the
Renewables business unit. $5.8 billion of the backlog is expected to be executed in 2025, $3.4 billion in 2026 and
$2.0 billion in 2027 and thereafter. Backlog related to associates and joint ventures is excluded from these amounts.
Cash flow
Cash flow statement
Cash and cash equivalents were $575 million at 31 December 2024, a decrease of $176 million in the year. The movement
in cash and cash equivalents was mainly attributable to:
• net cash generated from operating activities of $931 million, which included a favourable movement of $56 million in net
working capital
more than offset by:
• net cash used in investing activities of $414 million, comprising $349 million related to purchases of property, plant and
equipment and intangible assets, $153 million in relation to the final instalment for the Group’s investment in its associate,
OneSubsea, partly offset by $60 million related to vessel disposal proceeds; and
• net cash used in financing activities of $680 million, which included payments related to lease liabilities of $223 million,
$163 million related to dividends paid to the shareholders of the parent company, scheduled repayments of borrowings
of $125 million and share repurchases of $87 million.
Free cash flow
During the year, the Group generated free cash flow of $583 million (2023: $79 million) which is defined as net cash
generated from operating activities of $931 million (2023: $660 million) less purchases of property, plant and equipment
and intangible assets of $349 million (2023: $581 million).
Balance sheet
Non-current assets
At 31 December 2024, non-current assets were $5.2 billion (31 December 2023: $5.2 billion). The decrease of $24 million was
largely driven by a decrease in property, plant and equipment of $109 million partly offset by an increase in deferred tax assets
of $43 million and an increase in derivative financial instruments of $33 million.
Non-current liabilities
At 31 December 2024, total non-current liabilities were $1.0 billion (31 December 2023: $1.1 billion). The decrease of
$171 million was largely driven by $139 million reclassified to current borrowings in line with repayment schedules and
a decrease in non-current lease liabilities of $59 million.
Net current assets
At 31 December 2024, current assets were $2.5 billion (31 December 2023: $2.9 billion) and current liabilities were
$2.4 billion (31 December 2023: $2.6 billion), resulting in net current assets of $40 million (31 December 2023: $249 million).
The decrease of $209 million in the year was largely driven by:
• decrease in trade and other receivables of $258 million;
• decrease in cash and cash equivalents of $176 million; and
• increase in current lease liabilities of $56 million
partly offset by:
• decrease in trade and other liabilities of $255 million; and
• increase in construction contract assets of $82 million.
Equity
At 31 December 2024, total equity was $4.3 billion (31 December 2023: $4.4 billion). The movement of $62 million was largely
driven by dividends paid of $163 million and share repurchases of $87 million partly offset by net income of $217 million.
FINANCIAL REVIEW CONTINUED
Subsea 7 S.A. | Annual Report 2024
126
Borrowings, lease liabilities, net cash/(debt) and liquidity
Borrowings
At 31 December 2024, total borrowings were $722 million (31 December 2023: $845 million). The decrease of $123 million
was largely driven by scheduled repayments of $125 million.
A summary of the borrowing facilities available at 31 December 2024 is as follows:
(in $ millions) Total facility Drawn
(a)
Undrawn Maturity Date
Multi-currency revolving credit and guarantee facility
600.0 – 600.0
June 2029
(b)
2021 UK Export Finance (UKEF 2021) facility
325.0 (325.0)
–
February 2028
2023 UK Export Finance (UKEF 2023) facility
450.0 (292.4)
157.6
July 2030
South Korean Export Credit Agency (ECA) facility
110.6 (110.6)
–
January 2027
(c)
Total
1,485.6 (728.0)
757.6
(a) Borrowings presented in the Consolidated Balance Sheet are shown net of capitalised fees of $6.4 million, which are amortised over the period
of the respective facility.
(b) The Group’s multi-currency revolving credit and guarantee facility will reduce to $500 million in June 2028 until maturity in June 2029.
(c) 90% of the facility is provided by an Export Credit Agency (ECA) and 10% by commercial banks. The maturity of the ECA tranche is January 2029
and the maturity of the commercial tranche is January 2027.
Lease liabilities
At 31 December 2024, lease liabilities were $455 million, a decrease of $3 million compared to 31 December 2023.
Net debt
At 31 December 2024:
• net debt (excluding lease liabilities) was $147 million compared to $94 million at 31 December 2023; and
• net debt (including lease liabilities) was $602 million, compared to $552 million at 31 December 2023.
Gearing
At 31 December 2024, gross gearing (borrowings divided by total equity) was 16.8% (31 December 2023: 19.4%).
Liquidity
At 31 December 2024, the Group’s liquidity, represented by cash and cash equivalents and undrawn borrowing facilities was
$1.3 billion (31 December 2023: $1.6 billion).
Cash management constraints
The Group operates within a liquidity risk management framework which governs its management of short, medium and long-
term funding and liquidity requirements. The Group manages liquidity risk by ensuring that it has access to sufficient cash,
banking and borrowing facilities. This is achieved by regularly monitoring forecast and actual cash flows and matching the
maturity profiles of financial assets and liabilities where appropriate.
Financial covenant compliance
The Group’s committed borrowing facilities contain financial covenants relating to a maximum level of net debt (excluding
lease liabilities) to Adjusted EBITDA. During the year, all financial covenants were met. The Group expects to be able to
comply with all financial covenants during 2025.
Share repurchase programme
During the year ended 31 December 2024, 5.2 million shares were repurchased for a cost of $87 million, in accordance
with the Group’s share repurchase programme authorised on 24 July 2019, extended on 19 April 2023. At 31 December
2024, the Group had cumulatively repurchased 15.2 million shares for a total cost of $164 million under this programme.
At 31 December 2024, the Group held 4.0 million shares (31 December 2023: 3.8 million) as treasury shares, representing
1.33% (31 December 2023: 1.26%) of the total number of issued shares.
Dividend
A dividend of NOK 6.00 per share was approved by the shareholders of Subsea 7 S.A. at the Annual General Meeting on
2 May 2024. The dividend, equivalent to a total of $163 million, was paid in two equal instalments on 14 May 2024 and
7 November 2024 to shareholders of Subsea 7 S.A. with respective record dates of 7 May 2024 and 31 October 2024.
Subsea 7 S.A. | Annual Report 2024
127
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
Shareholders
The 20 largest shareholders of the Company, and their beneficial ownership
(a)
as a percentage of the total fully paid and
issued common shares, at 31 December were:
2024 2023
At % %
Siem Industries S.A.
23.6 23.3
Folketrygdfondet
8.9 8.1
Elliott Management Corporation
4.6 4.5
BlackRock Institutional Trust Company, N.A.
3.5 3.7
Storebrand Kapitalforvaltning AS
2.6 2.5
DNB Asset Management AS
2.5 2.5
The Vanguard Group, Inc.
2.3 2.2
KLP Fondsforvaltning AS
2.0 2.1
Alfred Berg Kapitalforvaltning AS
2.0 1.7
Pareto Asset Management AS
2.0 2.1
SAFE Investment Company Limited
1.9 1.9
Amundi Asset Management, SAS
1.5 0.9
Robotti & Company Advisors, LLC
1.2 1.2
ODIN Forvaltning AS
1.2 1.6
Key Group Holdings (Cayman), Ltd.
1.1 1.1
Artisan Partners Limited Partnership
1.1 1.2
T. Rowe Price International Ltd
0.9 0.8
DNCA Investments
0.8 0.8
Metzler Asset Management GmbH
0.8 0.9
State Street Global Advisors (US)
0.8 0.7
Total
65.3 63.8
(a) The data is provided by NASDAQ, Inc. and is obtained through an analysis of beneficial ownership and fund manager information. This is provided
in response to disclosure of ownership notices issued to all custodians on the Subsea7 VPS share register. While every reasonable effort has been
made to verify the data, there may be fluctuations as a result of such events as stock lending or other non-institutional stock movements, and
neither Subsea7 nor NASDAQ, Inc. can guarantee the accuracy of the analysis.
Going concern
The Consolidated Financial Statements have been prepared under the assumption of going concern. This assumption is
based on the level of cash and cash equivalents at the year end, the Group’s forecast cash flows, the committed borrowing
facilities in place, and the backlog position at 31 December 2024.
Risk management and internal control
The Group’s approach to risk management and internal control is detailed in the Risk Management and Governance sections
on pages 24 to 63. Financial risk management is as described in Note 32 ‘Financial instruments’.
Events after the reporting period
Proposed Combination of Subsea7 and Saipem
On 23 February 2025, Subsea 7 S.A. announced an agreement in principle on the key terms of the proposed merger with
Saipem S.p.A. In accordance with the memorandum of understanding signed between Saipem S.p.A. and Subsea 7 S.A.,
Subsea 7 S.A. shareholders will receive 6.688 Saipem S.p.A. shares for each Subsea 7 S.A. share held, and an extraordinary
dividend for an amount equal to €450 million will be distributed immediately prior to completion. Subsea 7 S.A. and Saipem
S.p.A. shareholders will own 50% each of the issued share capital of the combined company. The completion of the proposed
combination is anticipated to occur in the second half of 2026, following completion of confirmatory due diligence, the
approval of the final terms of the proposed combination by the Board of Directors of Subsea 7 S.A. and Saipem S.p.A.,
the execution of a satisfactory merger agreement, and relevant corporate and regulatory approvals.
Dividend
At the Annual General Meeting on 8 May 2025, the Board of Directors will propose that shareholders approve a cash
dividend of NOK 13.00 per share, equating to approximately $350 million, payable in two equal instalments in May and
November 2025.
FINANCIAL REVIEW CONTINUED
Subsea 7 S.A. | Annual Report 2024
128
Management Report for Subsea 7 S.A. (the Company)
Additional information specific to the Unconsolidated Financial Statements of Subsea 7 S.A.
Unconsolidated Financial Statements of Subsea 7 S.A.
The Unconsolidated Financial Statements of Subsea 7 S.A., the ultimate parent company of the Subsea 7 S.A. Group, are
shown on pages 212 to 220. These were prepared in accordance with Luxembourg’s legal and regulatory requirements and
using the going concern basis of accounting.
The loss for the year ended 31 December 2024 was $69.5 million (2023: profit of $361.0 million). The adverse movement in
profitability was mainly driven by significantly reduced income derived from participating interests in affiliated undertakings,
which was $15.0 million in 2024 compared to $400.0 million in 2023. It is proposed that the loss of $69.5 million for the year
ended 31 December 2024 be allocated to profit and loss brought forward at 1 January 2025 resulting in a profit to be brought
forward amounting to $227.8 million.
Own shares held
During 2024, the Company cancelled 4.7 million shares in accordance with the authority granted to the Board on 18 April
2023. At 31 December 2024, the Company directly held 4.0 million (2023: 3.8 million) own shares at a carrying amount of
$62.7 million (2023: $31.1 million).
Distributable amounts
At 31 December 2024, the Company had distributable amounts, as defined by Luxembourg law, totalling $856.0 million
(2023: $1,156.5 million). Distributable amounts include share premium account, profit and loss account brought forward
and profit or loss for the year. The year-on-year decrease was mainly due to dividends declared of $163.1 million.
Risk management, internal control and corporate governance
The Company’s approach to risk management, internal control and corporate governance is consistent with that applied
to affiliates in the Subsea7 Group and is detailed in the Risk Management and Governance sections on pages 24 to 63.
Financial risk management is described in Note 32 ‘Financial instruments’. Non-financial information required by regulation
is provided on pages 2 to 121.
By order of the Board of Directors of Subsea 7 S.A.
Kristian Siem
Chairman
John Evans
Chief Exec
utive Officer
Subsea 7 S.A. | Annual Report 2024
129
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
SUBSEA 7 S.A.
CONSOLIDATED
FINANCIAL
STATEMENTS
FOR YEAR ENDED
31 DECEMBER 2024
Subsea 7 S.A. | Annual Report 2024
130
Page
Report of the Réviseur d’Entreprises Agréé
132
Consolidated Income Statement
138
Consolidated Statement of Comprehensive Income
139
Consolidated Balance Sheet
140
Consolidated Statement of Changes in Equity
141
Consolidated Cash Flow Statement
143
Notes to the Consolidated Financial Statements
Page
1. General information
144
2. Adoption of new accounting standards
146
3. Material accounting policies
146
4. Critical accounting judgements and key sources
of estimation uncertainty
155
5. Segment information
157
6. Net operating income
160
7. Other gains and losses
161
8. Finance income and finance costs
162
9. Taxation
162
10. Dividends
165
11. Earnings per share
166
12. Goodwill
166
13. Intangible assets
169
14. Property, plant and equipment
170
15. Right-of-use assets
171
16. Interests in associates and joint arrangements
172
17. Advances and receivables
174
18. Inventories
174
19. Trade and other receivables
174
20. Other accrued income and prepaid expenses
175
21. Construction contracts
175
22. Cash and cash equivalents
177
23. Issued share capital
177
24. Treasury shares
177
25. Non-controlling interests
178
26. Borrowings
178
27. Lease liabilities
179
28. Other non-current liabilities
180
29. Trade and other liabilities
180
30. Provisions
180
31. Commitments and contingent liabilities
181
32. Financial instruments
182
33. Related party transactions
196
34. Share-based payments
197
35. Retirement benefit obligations
198
36. Deferred revenue
199
37. Events after the reporting period
199
38. Wholly-owned subsidiaries
200
Additional information – Alternative
Performance Measures (APMs)
203
Subsea 7 S.A. | Annual Report 2024
131
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
REPORT OF THE RÉVISEUR
D’ENTREPRISES AGRÉÉ
To the Shareholders of Subsea 7 S.A.
412F, route d’Esch
L-1471 Luxembourg
Report on the audit of the Consolidated Financial Statements
Opinion
We have audited the Consolidated Financial Statements of Subsea 7 S.A. and its subsidiaries (the “Group”) included on
pages 138 to 202, which comprise the Consolidated Balance Sheet as at 31 December 2024, the Consolidated Income
Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Changes in Equity and
the Consolidated Cash Flow Statement for the year then ended, and the Notes to the Consolidated Financial Statements,
including material accounting policy information.
In our opinion, the accompanying Consolidated Financial Statements give a true and fair view of the consolidated financial
position of the Group as at 31 December 2024, and of its consolidated financial performance and consolidated cash flows
for the year then ended in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the
European Union.
Basis for opinion
We conducted our audit in accordance with EU Regulation N° 537/2014, the Law of 23 July 2016 on the audit profession
(“Law of 23 July 2016”) and with International Standards on Auditing (“ISAs”) as adopted for Luxembourg by the
“Commission de Surveillance du Secteur Financier” (“CSSF”). Our responsibilities under the EU Regulation Nº 537/2014,
the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the “Responsibilities
of the “réviseur d’entreprises agréé” for the audit of the Consolidated Financial Statements” section of our report. We are
also independent of the Group in accordance with the International Code of Ethics for Professional Accountants, including
International Independence Standards, issued by the International Ethics Standards Board for Accountants (“IESBA Code”)
as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the
Consolidated Financial Statements, and have fulfilled our other ethical responsibilities under those ethical requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
Consolidated Financial Statements of the current year. These matters were addressed in the context of the audit of the
Consolidated Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion
on these matters.
Subsea 7 S.A. | Annual Report 2024
132
Key audit matter: Recognition of revenues on long-term contracts
Description of
key audit
matter:
A significant proportion of the Group’s revenues is derived from long-term contracts. As detailed in
Note 3 ‘Material accounting policies’ to the Consolidated Financial Statements, these contracts include
complex technical and commercial risks and often specify performance milestones to be achieved
throughout the contract period, which can last several years.
Due to the contracting nature of the business, revenue recognition involves a significant degree of
judgement, with estimates being made to:
• assess the total contract costs;
• assess the stage of completion of the contract;
• assess the proportion of revenues, including variable consideration, to recognise in line with contract
completion;
• forecast the profit margin on each contract incorporating appropriate allowances for technical and
commercial risks related to performance milestones yet to be achieved; and
• appropriately identify, value, and provide for onerous contracts.
There is a range of acceptable outcomes resulting from these judgements that could lead to different
revenue being reported in the Consolidated Financial Statements.
The Group has detailed procedures and processes in place to manage the commercial, technical
and financial aspects of long-term contracts. The processes include the preparation of a Project
Monthly Status Report (PMSR), which includes key accounting and forecast information for the
relevant contract.
The risks of material misstatement are that the accounting for the Group’s significant contracts does
not accurately reflect the progress made or consider all commercial and technical risks associated
with the contract due to inaccurate estimation, inappropriate recognition of unagreed income, or
management override of results. Consequent to this the contract revenue and margin at the reporting
date would be materially incorrect.
Our response:
Our audit procedures over the recognition of revenues on long-term contracts included, among others,
the following:
We evaluated the relevant information technology systems and performed procedures over the
operating effectiveness of internal controls over the accuracy and timing of long-term contract
revenue and margin recognised in the Consolidated Financial Statements, including controls over:
• the detailed contract reviews (being the PMSR process and controls) performed by management
and reviewed at the project and the Group level that included estimating total costs, stage of
completion of contracts, and evaluating contract profitability; and
• the transactional controls that underpin the production of underlying contract-related cost balances
including the purchase-to-pay, vessel costs and payroll cycles.
For the most significant contracts and those which are subject to estimation uncertainty, we:
• read the relevant clauses within selected contracts to obtain an understanding of the specific terms;
• obtained the PMSR and gained an understanding of the performance and project status;
• corroborated management’s positions through the examination of externally generated evidence,
such as customer correspondence and correspondence with legal advisors;
• discussed and understood management’s estimates for total contract costs and forecast costs-to-
complete, considering the impact of cost inflation, and taking into account the historical accuracy
of such estimates;
• discussed and understood management’s estimates in recognising actual or potential variation
orders/unagreed income, taking into account the historical accuracy of such estimates;
• agreed project revenue, costs, and margin from supporting documentation to the PMSRs, to the
trial balance, and to the Annual Report;
• re-performed the percentage-of-completion calculations;
• considered whether provisions for onerous contracts reflect the contractual position and the
requirements of IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’;
• for day rate/reimbursable contracts tested for appropriate cut off and revenue recognition.
• for a selection of smaller projects, we performed additional testing focusing on unusual or large
movements in revenue or margin.
We assessed the adequacy of the disclosures in Note 3 ‘Material accounting policies’ and Note 5
‘Segment information’ to the Consolidated Financial Statements in relation to revenue.
Subsea 7 S.A. | Annual Report 2024
133
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
Key audit matter: Vessel fleet impairment assessments
Description of
key audit
matter:
The Subsea7 vessel fleet comprises owned and leased vessels.
At 31 December 2024, the carrying amount of the owned vessel fleet was $3.6 billion and the carrying
amount of right-of-use assets related to leased vessels was $292.4 million as detailed in Note 14
‘Property, plant and equipment’ and Note 15 ‘Right-of-use assets’ to the Consolidated Financial
Statements respectively. During the year impairment charges of $14.2 million were recognised,
mainly relating to vessel-related equipment.
Vessels within property, plant and equipment and right-of-use assets related to leased vessels are
subject to an impairment test where indicators of impairment exist. Impairment charges are recognised
when necessary to bring the carrying amounts of specific assets to their recoverable amount defined
as the higher of value-in-use or fair value less costs to dispose.
If there is an indication that an impairment loss no longer exists or has decreased, the entity is required
to calculate the recoverable amount of the asset and reverse the impairment loss up to the lower of the
recoverable amount or historical cost, if appropriate.
The process for determining whether impairment indicators exist is complex and requires significant
management judgement.
The key factors are:
• the forecast utilisation of the owned vessel fleet and the right-of-use assets related to
leased vessels;
• the determination of the value-in-use of the cash-generating units in which the vessels are
allocated; and
• the external broker estimates of market valuation (for owned vessels only).
The subsequent process for determining the amount of impairment which may result from the above
indicators is also complex and requires significant management judgement and estimates.
The risks of material misstatement are that the carrying amount of the owned vessel fleet within
property, plant and equipment and the leased vessels within right-of-use assets could be overstated
or understated.
Our response:
Our audit procedures over the vessel fleet impairment assessments included, among others,
the following:
We evaluated management’s assessment for indicators of impairment or for indicators of reversal of
impairments related to owned vessels within property, plant and equipment and right-of-use assets
related to leased vessels.
We obtained an understanding of the internal financial controls for the owned vessel and right-of-use
asset impairment process including the determination of assumptions used within the models to assess
the recoverable amount.
We obtained management’s impairment assessment for the owned vessels and right-of-use assets
related to vessel leases.
For owned vessels and right-of-use assets relating to leased vessels where an impairment trigger was
identified, we analysed the recoverable amount considering the value-in-use of the cash-generating
units in which the owned vessels and right-of-use assets relating to leased vessels are allocated.
For owned vessels we reviewed the external broker valuations obtained by management for each
vessel and assessed the independence, objectivity and competence of the broker as well as the
adequacy of the respective assumptions and methods used, the reasonableness of the conclusions
reached, and their consistency with management’s analysis.
For owned vessels we assessed the determination of their useful lives including residual values.
We obtained an understanding of management’s rationale for the impairment and assessed it for
appropriateness against the criteria as per IAS 36, and assessed if any impairment reversal triggers
of the vessel fleet existed.
We assessed the completeness and the accuracy of the impairments identified by management.
We evaluated the adequacy of the Group’s disclosures in Note 14 ‘Property, plant and
equipment’ regarding the impairments of owned vessel-related equipment in the Consolidated
Financial Statements.
REPORT OF THE RÉVISEUR D’ENTREPRISES AGRÉÉ CONTINUED
Subsea 7 S.A. | Annual Report 2024
134
Key audit matter: Goodwill impairment assessments
Description of
key audit
matter:
As detailed in Note 12 ‘Goodwill’, the Consolidated Financial Statements include $183.7 million of
goodwill at 31 December 2024.
Goodwill is subject to an annual review for impairment or when indicators of impairment exist.
An estimate of the recoverable amount of the cash-generating units (CGU) to which goodwill is
allocated is prepared. The estimated recoverable amount is determined based on the calculation of the
value-in-use of the CGUs. The outcome of the impairment review could vary significantly if different
assumptions were applied in the models.
The estimated recoverable amount is subjective due to the inherent uncertainty involved in forecasting
and discounting future cash flows with many of the key underlying assumptions being impacted by
political and economic factors. The key assumptions include:
• the future Adjusted EBITDA assumptions taken from the Group’s most recent budgets and plans
for the next five years approved by management (“the Plan”);
• the Adjusted EBITDA forecasts and long-term growth rate used beyond the period covered by the
Plan considering the significance of the terminal value cash flows to the total value-in-use; also
considering the expected impact of climate change;
• the pre-tax discount rate applied to future cash flows; and
• the forecast capital expenditure necessary to maintain the function of the assets in the CGU.
The risk of material misstatement is that the carrying amount of goodwill could be overstated
Our response:
We understood the internal controls for the goodwill impairment process including the determination
of assumptions used within the models to assess the recoverable amount of goodwill and evaluated
the appropriateness of management’s identification of the Group’s CGUs.
We assessed management’s impairment testing by obtaining the supporting model and assessing
the methodology and key assumptions made:
• the Adjusted EBITDA forecasts – we evaluated these and tested the underlying values used in
the calculations by comparing management’s forecast to the latest management approved
five-year plan;
• we assessed the actual performance in the year against the prior year budgets to evaluate historical
forecasting accuracy;
• we evaluated Adjusted EBITDA forecasts against market expectations, historical levels, and the
impact of climate change;
• terminal value – we evaluated revenue and Adjusted EBITDA forecasts beyond the five-year
plan period;
• long-term growth rate – we compared the rates applied by management to available externally
developed rates;
• we assessed the level of forecast capital expenditure necessary to maintain the function of the
assets in the CGUs;
• pre-tax discount rate – we involved our valuations specialists in our evaluation of the discount
rate to consider the appropriateness of the rate used;
• we considered the difference between the market capitalisation and the carrying value of the
Group’s net assets; and
• we tested the arithmetical accuracy of the models.
We re-performed sensitivity analysis around the key assumptions for all CGUs in order to ascertain the
extent of change in those assumptions required individually or collectively to result in an impairment of
goodwill. For those CGUs which were most sensitive, we discussed the basis for these cash flows with
management and the Group’s Audit Committee.
We examined the sensitivity disclosures presented in the Consolidated Financial Statements to
consider whether reasonably possible changes to assumptions that could lead to a material
impairment had been disclosed.
We assessed the adequacy of the disclosures, including those related to the expected impact of
climate change, in Note 12 ‘Goodwill’ to the Consolidated Financial Statements.
Subsea 7 S.A. | Annual Report 2024
135
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
Other information
The Board of Directors is responsible for the other information. The other information comprises the information included in
the Consolidated Management Report from pages 123 to 128, the Corporate Governance Statement from pages 42 to 63
and the Additional Information from pages 203 to 206 but does not include the Consolidated Financial Statements and our
report of “réviseur d’entreprises agréé” thereon.
Our opinion on the Consolidated Financial Statements does not cover the other information and we do not express any form
of assurance conclusion thereon.
In connection with our audit of the Consolidated Financial Statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the Consolidated Financial Statements,
or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report this fact.
We have nothing to report in this regard.
Responsibilities of the Board of Directors and of those charged with governance for the Consolidated
Financial Statements
The Board of Directors is responsible for the preparation and fair presentation of the Consolidated Financial Statements in
accordance with IFRS as adopted by the European Union, and for such internal control as the Board of Directors determines
is necessary to enable the preparation of Consolidated Financial Statements that are free from material misstatement,
whether due to fraud or error.
The Board of Directors is also responsible for presenting and marking up the Consolidated Financial Statements in
compliance with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format,
as amended (“ESEF Regulation”).
In preparing the Consolidated Financial Statements, the Board of Directors is responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic
alternative but to do so.
Those charged with governance are responsible for overseeing the Group’s financial reporting process.
Responsibilities of the “réviseur d’entreprises agréé” for the audit of the Consolidated
Financial Statements
The objectives of our audit are to obtain reasonable assurance about whether the Consolidated Financial Statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue a report of the “réviseur d’entreprises
agréé” that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with EU Regulation N° 537/2014, the Law of 23 July 2016 and with the ISAs as adopted for
Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud
or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these Consolidated Financial Statements.
As part of an audit in accordance with EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for
Luxembourg by the CSSF, we exercise professional judgement and maintain professional scepticism throughout the audit.
We also:
• Identify and assess the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the Board of Directors.
• Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our report of the “réviseur d’entreprises agréé” to the related disclosures in the Consolidated
Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our report of the “réviseur d’entreprises agréé”. However, future events or conditions
may cause the Group to cease to continue as a going concern.
REPORT OF THE RÉVISEUR D’ENTREPRISES AGRÉÉ CONTINUED
Subsea 7 S.A. | Annual Report 2024
136
• Evaluate the overall presentation, structure and content of the Consolidated Financial Statements, including the
disclosures, and whether the Consolidated Financial Statements represent the underlying transactions and events
in a manner that achieves fair presentation.
• Assess whether the Consolidated Financial Statements have been prepared, in all material respects, in compliance with
the requirements laid down in the ESEF Regulation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities and business activities within
the Group to express an opinion on the Consolidated Financial Statements. We are responsible for the direction,
supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and communicate to them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the Consolidated Financial Statements of the current period and are therefore the key audit
matters. We describe these matters in our report unless law or regulation precludes public disclosure about the matter.
Report on other legal and regulatory requirements
We have been appointed as “réviseur d’entreprises agréé” by the General Meeting of the Shareholders on 2 May 2024 and
the duration of our uninterrupted engagement, including previous renewals and reappointments, is eleven years.
The Consolidated Management Report is consistent with the Consolidated Financial Statements and has been prepared
in accordance with applicable legal requirements.
The accompanying corporate governance statement on pages 42 to 63 is the responsibility of the Board of Directors. The
information required by article 68ter paragraph (1) letters c) and d) of the law of 19 December 2002 on the commercial and
companies register and on the accounting records and annual accounts of undertakings, as amended, is consistent with the
Consolidated Financial Statements and has been prepared in accordance with applicable legal requirements.
We have checked the compliance of the Consolidated Financial Statements of the Group as at 31 December 2024 with
relevant statutory requirements set out in the ESEF Regulation that are applicable to the financial statements. For the
Group, it relates to:
• financial statements prepared in valid xHTML format; and
• the XBRL markup of the Consolidated Financial Statements using the core taxonomy and the common rules on markups
specified in the ESEF Regulation.
In our opinion, the Consolidated Financial Statements of the Group as at 31 December 2024, identified as
222100AIF0CBCY80AH62-2024-12-31, have been prepared, in all material respects, in compliance with the requirements
laid down in the ESEF Regulation.
We confirm that the prohibited non-audit services referred to in EU Regulation No 537/2014 were not provided and that we
remained independent of the Group in conducting the audit.
Ernst & Young
Société anonyme
Cabinet de révision agréé
Emmanuel Mareschal
Luxembourg, 26 February 2025
Subsea 7 S.A. | Annual Report 2024
137
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
CONSOLIDATED INCOME STATEMENT
2024 2023
For the year ended (in $ millions, except per share data)
Notes
31 Dec 31 Dec
Revenue
5
6,837.0
5,973.7
Operating expenses
6
(6,132.3)
 (5,610.9)
Gross profit
704.7
362.8
Administrative expenses
6
(297.2)
 (266.3)
Share of net income of associates and joint ventures
16
38.0
8.2
Net operating income
445.5
104.7
Finance income
8
24.4
25.2
Other gains and losses
7
(0.5)
 21.3
Finance costs
8
(101.2)
 (71.2)
Income before taxes
368.2
80.0
Taxation
9
(151.6)
 (70.0)
Net income
216.6
10.0
Net income attributable to:
Shareholders of the parent company
201.4
15.4
Non-controlling interests
25
15.2
(5.4)
216.6
10.0
$ $
Earnings per share
Notes
per share per share
Basic
11
0.68
0.05
Diluted
(a)
11
0.67
0.05
(a) For explanation and a reconciliation of diluted earnings per share please refer to Note 11 ‘Earnings per share’ to the Consolidated Financial
Statements.
Subsea 7 S.A. | Annual Report 2024
138
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
2024 2023
For the year ended (in $ millions)
Notes
31 Dec 31 Dec
Net income
216.6
10.0
Items that may be reclassified to the income statement in subsequent periods:
Net foreign currency translation (losses)/gains (21.9) 21.7
Net commodity cash flow hedge losses (2.5) (4.6)
Share of other comprehensive (loss)/income of associates and joint ventures
16
(8.4)
 2.5
Tax relating to components of other comprehensive income
9
2.2
(0.7)
Items that will not be reclassified to the income statement in subsequent periods:
Remeasurement gain/(loss) on defined benefit pension scheme
35
0.9
(1.0)
Tax relating to remeasurement gain/(loss) on defined benefit pension scheme
9
(0.2)
 0.3
Other comprehensive (loss)/income (29.9) 18.2
Total comprehensive income
186.7
28.2
Total comprehensive income attributable to:
Shareholders of the parent company
172.1
33.4
Non-controlling interests
14.6
(5.2)
186.7
28.2
Subsea 7 S.A. | Annual Report 2024
139
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
CONSOLIDATED BALANCE SHEET
2024 2023
At (in $ millions)
Notes
31 Dec 31 Dec
Assets
Non-current assets
Goodwill
12
183.7
192.2
Intangible assets
13
87.6
58.5
Property, plant and equipment
14
3,960.8
4,070.0
Right-of-use assets
15
400.3
419.4
Interests in associates and joint ventures
16
367.2
342.0
Advances and receivables
17
49.1
67.0
Derivative financial instruments
32
62.9
29.5
Other financial assets
32
1.1
1.1
Deferred tax assets
9
93.6
50.9
Current assets
5,206.3
5,230.6
Inventories
18
57.4
60.1
Trade and other receivables
19
663.8
921.8
Current tax assets
105.3
100.5
Derivative financial instruments
32
74.1
31.4
Assets classified as held for sale – 57.0
Construction contracts – assets
21
774.1
691.8
Other accrued income and prepaid expenses
20
214.6
244.0
Restricted cash
9.5
7.4
Cash and cash equivalents
22
575.3
750.9
2,474.1
2,864.9
Total assets
7,680.4
8,095.5
Equity
Issued share capital
23
599.2
608.6
Treasury shares
24
(69.1)
 (31.1)
Paid in surplus
2,545.9
2,579.7
Translation reserve (632.7) (607.2)
Other reserves (17.5) (7.3)
Retained earnings
1,824.6
1,780.3
Equity attributable to shareholders of the parent company
4,250.4
4,323.0
Non-controlling interests
25
44.6
34.1
Total equity
4,295.0
4,357.1
Liabilities
Non-current liabilities
Borrowings
26
583.8
721.4
Lease liabilities
27
231.1
290.5
Retirement benefit obligations
35
8.1
8.4
Deferred tax liabilities 9
87.3
43.2
Provisions
30
29.1
24.6
Contingent liabilities recognised
31
0.4
0.5
Derivative financial instruments
32
10.7
32.6
Other non-current liabilities
28
1.0
1.1
951.5
1,122.3
Current liabilities
Trade and other liabilities
29
1,429.2
1,683.9
Derivative financial instruments
32
35.3
35.3
Tax liabilities
125.0
76.4
Borrowings
26
138.2
123.5
Lease liabilities
27
223.8
167.8
Provisions
30
63.0
100.5
Construction contracts – liabilities
21
392.3
424.8
Deferred revenue
36
27.1
3.9
2,433.9
2,616.1
Total liabilities
3,385.4
3,738.4
Total equity and liabilities
7,680.4
8,095.5
Subsea 7 S.A. | Annual Report 2024
140
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
For the year ended 31 December 2024
Issued Non-
share Treasury Paid in Translation Other Retained controlling Total
(in $ millions) capital shares surplus reserve reserves
earnings
Total
interests equity
Balance at 1 January 2024
608.6
(31.1)
2,579.7
(607.2)
(7.3)
1,780.3
4,323.0
34.1
4,357.1
Comprehensive income
Net income
–
–
–
–
–
201.4
201.4
15.2
216.6
Net foreign currency translation losses
–
–
–
(21.3)
–
–
(21.3)
(0.6)
(21.9)
Net commodity cash flow hedge losses
–
–
–
–
(2.5)
–
(2.5)
–
(2.5)
Remeasurement gain on defined
benefit pension scheme
–
–
–
–
0.9
–
0.9
–
0.9
Share of other comprehensive loss of
associates and joint ventures
–
–
–
–
(8.4)
–
(8.4)
–
(8.4)
Tax relating to components of other
comprehensive income
–
–
–
2.2
(0.2)
–
2.0
–
2.0
Total comprehensive income
–
–
–
(19.1)
(10.2)
201.4
172.1
14.6
186.7
Transactions with owners
Dividends paid
–
–
–
–
–
(163.1)
(163.1)
–
(163.1)
Shares repurchased
–
(87.3)
–
–
–
–
(87.3)
–
(87.3)
Share cancellation (9.4)
46.7
(37.3)
–
–
–
–
–
–
Share-based payments
–
–
6.2
–
–
–
6.2
–
6.2
Vesting of share-based payments
–
–
(3.3)
–
–
3.3
–
–
–
Tax effects on share-based payments
–
–
0.6
–
–
–
0.6
–
0.6
Shares reallocated relating to share-based
payments
–
2.6
–
–
–
(2.6)
–
–
–
Reclassification adjustment relating to
ownership interests
–
–
–
(6.4)
–
5.3
(1.1)
(4.1)
(5.2)
Total transactions with owners (9.4)
(38.0)
(33.8)
(6.4)
–
(157.1)
(244.7)
(4.1)
(248.8)
Balance at 31 December 2024
599.2
(69.1)
2,545.9
(632.7)
(17.5)
1,824.6
4,250.4
44.6
4,295.0
Subsea 7 S.A. | Annual Report 2024
141
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
For the year ended 31 December 2023
Issued Non-
share Treasury Paid in Translation Other Retained controlling Total
(in $ millions) capital shares surplus reserve reserves
earnings
Total
interests equity
Balance at 1 January 2023
600.0
(75.0)
2,503.2
(628.0)
(18.4)
1,739.8
4,121.6
329.1
4,450.7
Comprehensive income/(loss)
Net income/(loss)
–
–
–
–
–
15.4
15.4
(5.4)
 10.0
Net foreign currency translation gains
–
–
–
21.5
–
–
21.5
0.2
21.7
Net commodity cash flow hedge losses
–
–
–
–
(4.6)
–
(4.6)
–
(4.6)
Remeasurement loss on defined
benefit pension schemes
–
–
–
–
(1.0)
–
(1.0)
–
(1.0)
Share of other comprehensive income of
associates and joint ventures
–
–
–
–
2.5
–
2.5
–
2.5
Tax relating to components of other
comprehensive income
–
–
–
(0.7)
0.3
–
(0.4)
–
(0.4)
Total comprehensive income/(loss)
–
–
–
20.8
(2.8)
15.4
33.4
(5.2)
28.2
Transactions with owners
Dividends paid
–
–
–
–
–
(112.1)
(112.1)
–
(112.1)
Share issuance
20.0
–
107.0
–
–
–
127.0
(127.0)
 –
Transaction costs
–
–
(0.5)
–
–
–
(0.5)
–
(0.5)
Share cancellation (11.4)
41.6
(30.2)
–
–
–
–
–
–
Share-based payments
–
–
4.9
–
–
–
4.9
–
4.9
Vesting of share-based payments
–
–
(4.8)
–
–
4.8
–
–
–
Tax effects on share-based payments
–
–
0.1
–
–
–
0.1
–
0.1
Shares reallocated relating to share-based
payments
–
2.3
–
–
–
(2.3)
–
–
–
Reclassification adjustment relating
to ownership interests
–
–
–
–
–
150.2
150.2
(150.2)
 –
Reclassification of remeasurement loss on
defined benefit pension scheme
–
–
–
–
13.9
(13.9)
–
–
–
Acquisition of non-controlling interest
–
–
–
–
–
(1.6)
(1.6)
(12.6)
(14.2)
Total transactions with owners
8.6
43.9
76.5
–
13.9
25.1
168.0
(289.8)
 (121.8)
Balance at 31 December 2023
608.6
(31.1)
2,579.7
(607.2)
(7.3)
1,780.3
4,323.0
34.1
4,357.1
Subsea 7 S.A. | Annual Report 2024
142
CONSOLIDATED CASH FLOW
STATEMENT
2024 2023
(in $ millions)
Notes
31 Dec 31 Dec
Operating activities
Income before taxes
368.2
80.0
Adjustments for non-cash items:
Impairment of goodwill
6.2
–
Impairment of property, plant and equipment and intangible assets
13,14
15.8
96.8
Reversal of impairment of property, plant and equipment
14
–
 (25.9)
Depreciation and amortisation charges
6
622.5
538.0
Credit impairment – 19.0
Increase in foreign exchange embedded derivatives (105.8) (11.8)
Adjustments for investing and financing items:
Share of net income of associates and joint ventures
16
(38.0)
 (8.2)
Net loss on disposal of property, plant and equipment and maturity of lease liabilities
6
0.1
0.8
Remeasurement loss on business combination
7
0.9
–
Release of contingent consideration post measurement period
32
–
 (0.5)
Finance income
8
(24.4)
 (25.2)
Finance costs
8
101.2
71.2
Adjustments for equity items:
Share-based payments
34
6.2
4.9
952.9
739.1
Changes in working capital:
Decrease/(increase) in inventories
0.9
(10.0)
Decrease/(increase) in trade and other receivables
185.9
(367.8)
(Increase)/decrease in construction contract – assets (338.7) 152.4
Increase in other working capital assets (6.6) (43.8)
Increase in trade and other liabilities
24.2
221.3
Increase in construction contract – liabilities
186.1
69.2
Increase/(decrease) in other working capital liabilities
3.7
(16.9)
Net movement in working capital
55.5
4.4
Income taxes paid (77.0) (83.5)
Net cash generated from operating activities
931.4
660.0
Cash flows used in investing activities
Proceeds/(cost) from disposal of property, plant and equipment
59.7
(0.6)
Purchases of property, plant and equipment and intangible assets (348.7) (581.2)
Investments in associates and joint ventures (153.3) (154.6)
Interest received
8
24.4
25.2
Dividends received from associates and joint ventures
16
3.4
–
Repayment of loan to joint venture
0.9
1.0
Net cash used in investing activities (413.6) (710.2)
Cash flows (used in)/generated from financing activities
Interest paid (75.6) (52.1)
Repayment of borrowings (294.8) (568.1)
Proceeds from borrowings
170.0
1,060.9
Acquisition of shares in non-wholly-owned subsidiary (6.4) (12.6)
Cost of share repurchases
24
(87.3)
 –
Payments related to lease liabilities – principal
27
(189.6)
 (134.8)
Payments related to lease liabilities – interest
27
(33.6)
 (30.1)
Dividends paid to shareholders of the parent company
10
(162.9)
 (112.1)
Net cash (used in)/generated from financing activities
32
(680.2)
 151.1
Net (decrease)/increase in cash and cash equivalents (162.4) 100.9
Cash and cash equivalents at beginning of year
22
750.9
645.6
Increase in restricted cash (2.1) (3.0)
Effect of foreign exchange rate movements on cash and cash equivalents (11.1) 7.4
Cash and cash equivalents at end of year
22
575.3
750.9
Subsea 7 S.A. | Annual Report 2024
143
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
1. General information
By virtue of its incorporation in Luxembourg, Subsea 7 S.A. is a company domiciled in Luxembourg whose common shares
trade on Oslo Børs and as American Depositary Receipts (ADRs) over-the-counter in the US. The address of the registered
office is 412F, route d’Esch, L-1471 Luxembourg.
Subsea 7 S.A. is the holding company of the Subsea7 Group. Subsea 7 S.A.’s principal place of business is Luxembourg.
The Subsea7 Group is a global leader in the delivery of offshore projects and services for the evolving energy industry.
The Group provides products and services required for subsea field development, including project management, design and
engineering, procurement, fabrication, survey, installation and commissioning of production facilities on the seabed and the
tie-back of these facilities to fixed or floating platforms or to the shore. The Group offers a full spectrum of products and
capabilities including remotely operated vehicles and tooling services to support exploration and production activities and
to deliver full life-of-field services to its clients. Through its Renewables business unit, the Group offers expertise in the fixed
and floating offshore wind market, including the procurement and installation of offshore wind turbine foundations and inner-
array cables as well as heavy lifting operations for renewables structures and heavy transportation services. The Group
provides engineering and advisory services to clients in the oil and gas, renewables and utilities industries through its
wholly-owned autonomous subsidiaries Xodus and 4Subsea.
Authorisation of Consolidated Financial Statements
Under Luxembourg law, the Consolidated Financial Statements are approved by the shareholders at the Annual General
Meeting. The Consolidated Financial Statements were authorised for issue by the Board of Directors on 26 February 2025.
Presentation of Consolidated Financial Statements
The Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards
(IFRS) as issued by the International Accounting Standards Board (IASB) and as adopted by the European Union (EU).
The Consolidated Financial Statements comply with Article 4 of the EU IAS Regulation.
Amounts in the Consolidated Financial Statements are stated in US Dollars ($), the currency of the primary economic
environment in which the Group operates. Group entities whose functional currency is not the US Dollar are consolidated
in accordance with the policies set out in Note 3 ‘Material accounting policies’.
The Consolidated Financial Statements have been prepared on the historical cost basis except for the revaluation of certain
financial instruments and balances required to be measured at fair value. The principal accounting policies adopted are
consistent with the Consolidated Financial Statements for the year ended 31 December 2023, except where noted in Note 2
‘Adoption of new accounting standards’.
Going concern
The Consolidated Financial Statements have been prepared on the going concern basis. Management has concluded that
there are no significant doubts over the application of the going concern assumption and no disclosable material
uncertainties which cast doubt upon the Group’s ability to continue as a going concern.
At 31 December 2024, the Group retained a strong cash position with cash and cash equivalents of $575.3 million. Total
borrowings at 31 December 2024 were $722.0 million, with amounts drawn under both UK Export Finance facilities and the
Group’s South Korean Export Credit Agency. The Group’s $600 million multi-currency revolving credit and guarantee facility
was unutilised. The Group’s borrowings and guarantee facilities contain financial covenants, including a maximum level of net
debt to earnings before interest, tax, depreciation and amortisation. During the year ended 31 December 2024, all financial
covenants were met, and the Group expects to be able to comply with all financial covenants during 2025. The Group ended
the year with order backlog of $11.2 billion, an increase of $0.6 billion compared to 31 December 2023.
Management considers that the Group will generate sufficient cash flow and have access to adequate liquidity to support
the assumption that the Group will continue as a going concern. Management has performed stress tests of future cash flow
forecasts to evaluate the impact of severe but plausible downside scenarios. These include scenarios which reflect extended
periods of low energy prices and potential operational-related issues which could adversely impact the Group. In all
scenarios management identified no forecast breaches of banking covenants and demonstrated sufficient liquidity for
the Group.
Macroeconomic environment
During the year ended 31 December 2024, the Group’s interest and fees on financial liabilities measured at amortised cost
were $72.7 million (2023: $58.7 million), as disclosed within Note 8 ‘Finance income and finance costs’. Management has
prepared an interest rate sensitivity analysis disclosed within the liquidity risk section of Note 32 ‘Financial instruments’.
At 31 December 2024, the Group’s liquidity, represented by cash and cash equivalents and undrawn borrowing facilities,
was $1.3 billion (31 December 2023: $1.6 billion).
Subsea 7 S.A. | Annual Report 2024
144
Measurement and disclosure of climate-related matters
Management has evaluated and provided relevant information to permit users of the Consolidated Financial Statements to
assess how material climate-related matters were considered in preparing the Group’s Consolidated Financial Statements.
From 1 January 2024, the Group has elected to report, on a voluntary basis pending transposition into Luxembourg Law,
disclosures related to the European Union (EU) Corporate Sustainability Reporting Directive (CSRD), with the applicable
European Sustainability Reporting Standards (ESRS). The disclosures under CSRD on pages 66 to 121 provide users
information on climate-related impacts, risks and opportunities related to the Group.
The Group’s current assessment of the range of economic and climate-related conditions that could exist in transitioning
to a lower-carbon economy are reflected in the Group’s medium and long-term plans. These considerations may affect
certain significant judgements and key estimates impacting the Consolidated Financial Statements. The primary matters
considered were:
Non-current assets
At 31 December 2024, the Group’s owned vessels represented in excess of 90% of the total carrying amount of property,
plant and equipment. Management considers that judgements and estimates impacted by climate-related considerations are
most relevant to the matters below:
• carrying amount of assets
• impairment testing and value-in-use calculations
• remaining useful economic life of assets and residual values
The majority of the Group’s vessels are deployed on oil and gas activities, and it is expected that oil and gas will continue
to represent a significant, although declining component of the global energy mix until at least 2050 during the transition to
sustainable lower-carbon sources of energy. Management considers that the Group is in a position to continue to utilise its
vessels for oil and gas development and adapt certain vessels, where required, to perform non-oil and gas projects. Typically
new build vessels are depreciated over 25 years, but a vessel can continue to be utilised beyond this period with appropriate
levels of capital expenditure. The useful economic life and residual values of vessels are reviewed annually. No amendments
were made to useful lives and no indicators of impairment were identified as a direct result of climate-related matters for the
year ended 31 December 2024 (2023: none).
Cash flow forecasts
Estimating future global energy demand and supply and the pace of future technological change is challenging and customer
and competitor behaviour, political developments and government actions may impact the Group’s operations. Cash flow
projections used for impairment testing include climate-related risks and opportunities which may impact the Group’s
revenue, costs, including research and development costs, and capital expenditure. Management considers that costs
related to the physical impacts of climate change, such as rising temperatures or the severity of weather events will not
significantly impact the Group. The impacts of the enactment of future government or legislative policies are not currently
factored into the cash flow projections utilised for impairment testing.
Terminal value cash flows within impairment modelling are calculated using an estimated sustainable cash flow level,
reflecting climate-related aspects. International Financial Reporting Standards require the application of a steady or
declining growth rate unless an increasing rate can be justified. Growth rates applied to the Group’s Corporate and Subsea
and Conventional business units are 2%, in line with the prior year, to align with expected demand for the Group’s assets
and resources in the medium to long term, which covers a five-year period and beyond. Third party projections indicate that
offshore oil and gas will continue to be a significant source of energy through to 2050 and beyond. A growth rate of 4%
has been applied to the Group’s Renewables business unit reflecting the growing renewables sector within the transition
to a lower-carbon economy. The discount rate utilised for these modelling calculations has not been adjusted for climate-
related risk as these risks are adequately captured in the Group’s medium and long-term plans and terminal value cash
flows calculations.
Capital expenditure
Management has considered whether transitioning to a lower-carbon economy may lead to higher capital expenditure
costs to develop or acquire technology to comply with environmental requirements and the Group’s sustainability ambitions.
Management has applied judgement when determining whether climate-related capital expenditure necessary to meet
emission reduction targets is considered maintenance or enhancement. In compliance with International Financial Reporting
Standards, cash flow projections utilised for impairment testing include maintenance capital expenditure only. Management
continues to consider the development of lower-carbon emissions technologies which may be utilised by the vessel fleet in
particular. Decarbonisation measures through the use of efficient, cleaner fuels, mainly related to the Group’s vessel fleet,
form a key part in the transition to lower-carbon emissions, but are dependent upon the development of suitable alternative
fuels being available globally, at scale and being commercially viable.
Subsea 7 S.A. | Annual Report 2024
145
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
1. General information continued
Access to financial products
The Group utilises funding and financial products from financial institutions, such as banks and insurance companies.
Certain institutions may reduce or stop providing funding and financial products to the Group based on climate-related
considerations, this could result in higher costs for the Group. Management takes climate-related factors into consideration
to ensure the Group’s capacity and diversity of financial products is appropriate.
Emission trading schemes
With effect from 1 January 2024, activities related to the Group’s heavy transport vessels incurred costs related to the
EU Emissions Trading Scheme. The Group has purchased emissions allowances which are held for the Group’s own use.
Emissions allowances are recognised as a cost within operating expenses in the Group’s Consolidated Income Statement,
in line with the associated activity. Emissions allowances purchased exceeding emissions incurred to date are carried at cost
within other current receivables on the Group’s Consolidated Balance Sheet. No emissions allowances are purchased and
held for trading purposes. Amounts received from clients related to emissions allowances are recognised in accordance with
IFRS 15 ‘Revenue from Contracts with Customers’, as one combined performance obligation.
2. Adoption of new accounting standards
Effective new accounting standards
No new International Financial Reporting Standards (IFRS) were adopted by the Group for the year beginning 1 January
2024. Several amendments to existing IFRS were applied for the first time in 2024 but did not have a material impact on
the Consolidated Financial Statements of the Group.
The Group has not early adopted any standards, interpretations or amendments that have been issued but are not yet
effective. There are no IFRS standards or amendments that have been issued but not yet adopted which are expected
to have a material impact on the Group.
3. Material accounting policies
Basis of consolidation
The Consolidated Financial Statements incorporate the financial statements of Subsea 7 S.A. (the Company) and entities
controlled by the Company (its subsidiaries). Control is assumed to exist where the Group is exposed, or has rights, to
variable returns from its involvement with the investee and has the ability to affect those returns through its power over
the investee.
Subsidiaries
Assets, liabilities, income and expenses of a subsidiary are included in the Consolidated Financial Statements from the date
the Group obtains control over the subsidiary until the date the Group ceases to control the subsidiary. Changes in the
Group’s interest in a subsidiary that do not result in the Group ceasing to control that subsidiary are accounted for as equity
transactions.
Note 38 ‘Wholly-owned subsidiaries’ includes information related to wholly-owned subsidiaries which are included in the
Consolidated Financial Statements of the Group.
All subsidiaries are wholly-owned (100%) except those listed in Note 25 ‘Non-controlling interests’. Non-controlling interests
comprise equity interests in subsidiaries which are not attributable, directly or indirectly, to the Company. Non-controlling
interests in the net assets or liabilities of subsidiaries are identified separately from the equity attributable to shareholders
of the parent company. Non-controlling interests consist of the amount of those interests at the date that the Group obtains
control over the subsidiary together with the non-controlling shareholders’ share of net income or loss and other
comprehensive income or loss since that date.
Interests in associates and joint arrangements
An associate is an entity over which the Group has significant influence, but not control, and which is neither a subsidiary nor
a joint venture. Significant influence is defined as the right to participate in the financial and operating policy decisions of the
investee but is not control or joint control over those policies.
Interests in associates and joint ventures are accounted for using the equity method. Under this method, the investment is
recognised in the Consolidated Balance Sheet at cost plus post-acquisition changes in the Group’s share of net assets of the
associate or joint venture, less any provisions for impairment. The Consolidated Income Statement reflects the Group’s share
of net income or loss of the associate or joint venture. Losses in excess of the Group’s interest (which includes any long-term
interests that, in substance, form part of the Group’s net investment) are only recognised to the extent that the Group has
incurred legal or constructive obligations or made payments on behalf of the associate or joint venture. Where there has
been a change recognised directly in the equity of the associate or joint venture, the Group recognises its share in the
Consolidated Statement of Comprehensive Income.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Subsea 7 S.A. | Annual Report 2024
146
The Group executes projects through unstructured joint operations where contracts are entered into by individual entities of
the Group. Each party to the joint operation is responsible for their own specific contractual scope with associated revenue,
expenses, assets and liabilities recognised in the Group’s Consolidated Financial Statements.
Foreign currency translation
Each entity in the Group determines its own functional currency and items recognised in the financial statements of each
entity are measured using that functional currency. Functional currency is defined as the currency of the primary economic
environment in which the entity operates. While this is usually the local currency, the US Dollar is designated as the functional
currency of certain entities where transactions and cash flows are predominantly in US Dollars.
All transactions in non-functional currencies are initially translated into the functional currency of each entity at the exchange
rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in non-functional currencies are
translated to the functional currency at the exchange rate prevailing at the balance sheet date.
All resulting exchange rate gains and losses are recognised in the Consolidated Income Statement. Non-monetary items
which are measured at historical cost in a non-functional currency are translated into the functional currency using the
exchange rates prevailing at the dates of the initial transactions. Non-monetary items which are measured at fair value in a
non-functional currency are translated to the functional currency using the exchange rate prevailing at the date when the fair
value was determined.
Foreign exchange revaluations of short-term intra-group balances denominated in non-functional currencies are recognised
in the Consolidated Income Statement. Revaluations of long-term intra-group loans are recognised in the translation reserve
in equity.
The assets and liabilities of operations which have a non-US Dollar functional currency are translated into the Group’s
reporting currency, US Dollar, at the exchange rate prevailing at the balance sheet date. The exchange rate differences
arising on the translation are recognised in the translation reserve in equity. Income and expenditure items are translated
at the weighted average exchange rates for the year. On disposal of an entity with a non-US Dollar functional currency the
cumulative translation adjustment previously recognised in the translation reserve in equity is reclassified to the Consolidated
Income Statement. At 31 December 2024, the exchange rates of the main currencies used throughout the Group, compared
to the US Dollar, were as follows:
GBP 0.799
EUR 0.965
NOK 11.446
BRL 6.294
Revenue from contracts with customers
The Group applies the IFRS 15 ‘Revenue from Contracts with Customers’ five-step model whereby revenue is recognised at
an amount which reflects the consideration to which the Group expects to be entitled in exchange for transferring goods or
services to a customer.
The Group’s revenue comprises revenue recognised from contracts with customers for the provision of long-term fixed-price
contracts, services under charter agreements, day-rate contracts, reimbursable contracts, cost-plus contracts (and similar
contracts), each of which are considered to comprise one performance obligation. The following is a description of the
principal activities, by operating segment, from which the Group generates revenue as disclosed in the disaggregated
revenue analysis Note 5 ‘Segment information’.
Subsea and Conventional
Subsea and Conventional work, which includes Engineering, Procurement, Installation and Commissioning (EPIC) contracts,
is generally contracted on a fixed-price basis. The costs and margins realised on such contracts vary dependent on a number
of factors which may result in reduced margins or, in some cases, losses. The promised goods and services within each
contract are considered to be distinct as a bundle under IFRS 15. Due to the significant integration, customisation and highly
interrelated nature of the work performed they form one performance obligation with revenue being recognised over time.
During a contract, work is performed for the sole benefit of the client who continually monitors progress. Clients may also
participate in the supplier selection processes for procured items.
During the offshore phase of a contract, the Group typically executes work related to the installation of the client’s assets.
Due to the nature of the work performed the Group would not have an alternative use for the works performed under a
contract for a specific client. The transaction price for these types of contracts, where there is an element of variable
consideration, which includes variation orders, claims, bonuses and liquidated damages, is based upon the single most
likely outcome.
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SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
3. Material accounting policies continued
Subsea and Conventional continued
Any additional work, such as scope changes or variation orders, as well as other variable consideration, will be included within
the total price once the amounts can be reasonably estimated and management has concluded that it is highly probable that
recognition will not result in a significant revenue reversal in a future period.
For EPIC contracts, revenue is recognised in each period based upon the advancement of the work-in-progress. The input
method used to progressively recognise revenue over time is based upon percentage-of-completion whereby total costs
incurred to date are compared with total forecast costs at completion of the contract. This method provides a faithful
depiction of the transfer of goods and services to the customer. Any significant upfront procurement which is not customised
for the specific contract is not included within the actual cost of work performed until such time as the costs incurred are
proportionate to the progress in satisfying the performance obligation. Similarly an adjustment to the measurement of
progress may be required where significant inefficiencies occur which results in the costs associated with inefficiencies
being excluded from the total forecast cost-at-completion to estimate percentage-of-completion. Typically payment is due
from the customer between 30 to 60 days following the issuance of the invoice, although this may be longer depending upon
the client or customary payment terms in certain geographies. The contracts have no significant financing component as the
period between when the Group transfers promised goods or services to a customer and when the customer pays for those
goods or services will be one year or less. In circumstances where the Group has recognised revenue, but not issued an
invoice, the conditional entitlement to consideration is recognised as a construction contract asset. The construction
contract asset is transferred to trade and other receivables in accordance with the contractual milestone schedule which
reflects the unconditional entitlement to payment. The time elapsing before transfer to trade and other receivables may be
different between contracts depending upon the contractual terms and conditions. Construction contract liabilities arise
when progress billings to date exceed contract revenues recognised. Construction contract asset and liability balances
at 31 December 2024 and 2023 are disclosed within Note 21 ‘Construction contracts’. Assurance type warranty periods
commence at the completion of the contractual obligations and typically have a duration of between one to three years.
The Group’s Pipelay Support Vessel (PLSV) contracts, offshore Brazil, are also included within Subsea and Conventional.
PLSV revenue is based upon an agreed schedule of work applied to a range of daily operating activities pre-agreed with the
customer. As such these contracts are considered to be distinct as a pattern and hence one performance obligation under
the guidelines within IFRS 15. Each day is distinct with the overall promise being the delivery of a series of days which have
the same pattern of transfer to the customer. The transaction price for all PLSV contracts is determined by the expected
value approach being the number of days multiplied by the expected day-rate. This method of revenue recognition for PLSV
contracts provides a faithful depiction of the transfer of goods and services. Typically the value of work completed in any one
month corresponds directly with the Group’s right to payment. Payment is due from the client approximately 60 days
following invoice date. These contracts have no significant financing component. Unbilled revenue related to work completed
for the customer, is included within Note 20 ‘Other accrued income and prepaid expenses’.
Certain Brazilian contracts contain escalation clauses which allow for inflationary adjustments on an annual basis to both
revenue and costs denominated in Brazilian Real. These are recognised as variable consideration and are included within
the total price once the amounts can be reasonably estimated, and management has concluded that it is highly probable
that recognition will not result in a significant revenue reversal in a future period.
Front-end engineering and design (FEED) studies undertaken by the Group are also included within Subsea and
Conventional principally on a day-rate basis. Revenue recognition for day-rate contracts is described in the paragraph below.
The Group provides Remotely Operated Vehicles (ROVs), survey and inspection, drill-rig support and related solutions on
a day-rate basis. Projects are contracted on the basis of an agreed schedule of rates applied to a range of daily operating
activities. These contracts are considered to be distinct as a pattern and hence one performance obligation under the
guidelines within IFRS 15. Each day is distinct with the overall promise being the delivery of a series of days that have the
same pattern of transfer to the customer. The transaction price for all day-rate contracts is determined by the expected
value approach, being the number of days multiplied by the expected day-rate. This method of revenue recognition for day-
rate contracts provides a faithful depiction of the transfer of goods and services. Typically the value of work completed in
any one month corresponds directly with Subsea7’s right to payment. Payment is due from the client approximately 30-45
days following the invoice date. These contracts have no significant financing component. Unbilled revenue related to work
completed for the customer, is included within Note 20 ‘Other accrued income and prepaid expenses’.
Customers, in certain circumstances, may request the commissioning of bespoke tooling. Revenue in relation to bespoke
tooling, which is not significant in relation to the Group’s overall revenue, is considered distinct in its own right. Dependent on
the individual contract with the customer, revenue from the sale of this bespoke tooling may be recognised over time or at a
point in time when control of the asset is transferred to the customer, generally on delivery.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
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Renewables
Renewables contracts which include the construction and installation of fixed offshore wind turbine foundations and inner-
array cables, heavy lifting operations, decommissioning and heavy transportation are generally contracted on a fixed-price
basis. Similar to EPIC contracts, the promised goods and services within renewables contracts are considered to be distinct
as a bundle and hence one performance obligation with revenue being recognised over time. Although the promises within
the contract are capable of being distinct, management has concluded that they are not due to the significant integration,
customisation and highly interrelated nature of each contract. The contract work performed is for the sole benefit of the
customer who continually monitors progress, and the Group would not have an alternative use for work performed under
a specific contract. Clients may also participate in the supplier selection processes for procured items. The transaction
price for these types of contracts, where there is an element of variable consideration, is based upon the single most likely
outcome. Any additional work, such as scope changes or variation orders, as well as other variable consideration will be
included within the total price once the amounts can be reasonably estimated, and management has concluded that this
will not result in a significant revenue reversal in a future period.
For renewables contracts the input method used to progressively recognise revenue over time is based upon percentage-of-
completion whereby total costs incurred to date are compared with total forecast costs-at-completion of the contract. This
method provides a faithful depiction of the transfer of the goods and services to the customer. Any significant upfront
procurement which is not customised for the particular contract is not included within the actual cost of work performed
at each period end. An adjustment to the measure of progress may be required where significant inefficiencies occur which
were not reflected in the price of the contract. Typically payment is due from the client approximately 30-45 days following
the issuance of the invoice, although this may be longer depending upon the customer or customary payment terms in certain
geographies. These contracts have no significant financing component as the period between when the Group transfers the
promised goods or services to the customer and when the customer pays for those goods or services will be one year or
less. In circumstances where the Group has recognised revenue, but not issued an invoice, the entitlement to consideration
is recognised as a construction contract asset. The construction contract asset is transferred to trade and other receivables
in accordance with the contractual milestone schedule which reflects the unconditional entitlement to payment. The time
elapsing before transfer to trade and other receivables may be different between contracts depending upon the contractual
terms and conditions. Construction contract liabilities arise when progress billings exceed contract revenues. Assurance type
warranty periods commence at the completion of the contractual obligations. Construction contract asset and liability
balances at 31 December 2024 and 2023 are disclosed within Note 21 ‘Construction contracts’.
The Group operates a fleet of vessels which provide heavy transportation services mainly related to the offshore energy
sector, including the fixed offshore wind market. Under these contracts the Group’s vessels transport a specific agreed-upon
cargo for a single voyage. The Group treats these as voyage charter contracts and applies the input method to progressively
recognise revenue over time based upon percentage-of-completion whereby total costs incurred to date are compared with
total forecast costs at completion of the contract. This method provides a faithful depiction of the transfer of the goods and
services to the customer. The Group generally has standard payment terms of approximately 10% freight paid on signing
of contract, 40% on loading and 50% on discharge. These contracts have no significant financing component as the
period between when the Group transfers the promised goods or services to the customer and when the customer pays
for those goods or services will be one year or less. Voyage charter contracts consist of a single performance obligation
of transporting cargo within a specified period. The voyage charters generally have variable consideration in the form of
demurrage, which is recognised over the period in which the performance obligations are met under the contract. Demurrage
is estimated at contract inception using either the expected value or most likely amount approaches. Such estimate is
reviewed and updated over the term of the voyage charter contract.
Corporate
Revenue within the Group’s Corporate business unit, which is not material to the Group, relates to activities in its autonomous
subsidiaries, Xodus and 4Subsea. Contracts with customers in these subsidiaries are contracted on either a fixed-price or
day-rate basis. Revenue related to these contracts is recognised using the method described previously for similar contracts
within the Subsea and Conventional and Renewables business units. Payment is due from the client approximately 30-60
days following the issuance of the invoice. These contracts have no significant financing component as the period between
when the Group transfers the promised goods or services to the customer and when the customer pays for those goods
or services will be one year or less. Construction contract asset and liability balances related to fixed-price contracts at
31 December 2024 and 2023 are disclosed within Note 21 ‘Construction contracts’. Unbilled revenue-related work
completed on day-rate contracts, which has not been billed to clients, is included within Note 20 ‘Other accrued income
and prepaid expenses’.
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SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
3. Material accounting policies continued
Advances received from customers
For certain contracts the Group may receive short-term advances from customers which are presented as deferred revenue
within the Consolidated Balance Sheet. Advances received from customers include amounts received before the work is
performed on day-rate and fixed-price contracts. The consideration is not adjusted for the effects of a financing component
where the Group expects, at contract inception, that the period between when the customer pays for the service and when
the Group transfers that promised service to the customer will be 12 months or less.
Variable consideration
Variable consideration is constrained at contract inception to the extent that it is highly probable that a significant reversal in
the amount of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration
is subsequently resolved.
Warranty obligations
The Group provides warranties for the repair of defects which are identified during the contract and within a defined
period thereafter. All are assurance-type warranties, as defined within IFRS 15, which the Group recognises under IAS 37
‘Provisions, Contingent Liabilities and Contingent Assets’. The Group does not have any contractual obligations for service-
type warranties.
Borrowing costs
Borrowing costs attributable to the acquisition, construction or production of qualifying assets, which are assets that
necessarily take a substantial period of time to prepare for their intended use, are added to the cost of those assets, until
such time as the assets are substantially ready for their intended use. These amounts are calculated using the effective
interest rate related to the period of the expenditure. All other borrowing costs are recognised in the Consolidated Income
Statement in the period in which they are incurred.
Finance costs
Finance costs or charges, including premiums on settlement or redemption and direct issue costs, are accounted for on an
accruals basis using the effective interest rate method.
Retirement benefit costs
The Group administers several defined contribution pension plans. Obligations in respect of such plans are charged to
the Consolidated Income Statement as they fall due. In addition, the Group administers one defined benefit pension plan.
The cost of providing benefits under the defined benefit plan is determined using the projected unit credit actuarial valuation
method.
Taxation
Taxation expense or income recorded in the Consolidated Income Statement or Consolidated Statement of Other
Comprehensive Income represents the sum of the current tax and deferred tax charge or credit for the year.
Current tax
Current tax is based on the taxable income for the year, together with any adjustments to tax payable in respect of prior
years. Taxable income differs from income before taxes as reported in the Consolidated Income Statement because it
excludes items of income or expense that are taxable or deductible in other periods and further excludes items that are
never taxable or deductible. The tax laws and rates used to compute the Group’s current tax liabilities are those that are
enacted or substantively enacted at the balance sheet date.
In accordance with IFRIC 23 ‘Uncertainty over Income Tax Treatments’, a liability is recognised for those matters for which
the tax determination is uncertain, but it is considered probable that there will be a future outflow of funds to a tax authority.
The liabilities are measured at the most likely amount expected to become payable. The assessment is based on the
judgement of tax professionals within the Group supported by previous experience in respect of such activities and in
certain cases based on specialist independent tax advice.
Current tax assets or liabilities are representative of taxes being owed by, or owing to, local tax authorities, and include the
impact of any provisions required for uncertain tax treatments.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
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Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and
liabilities in the Consolidated Balance Sheet and the corresponding tax bases used in the computation of taxable income
and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable
temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable income will be
available against which deductible temporary differences can be utilised. Such assets or liabilities are not recognised if the
temporary difference arises from the initial recognition of goodwill or from the initial recognition of other assets or liabilities in
a transaction (other than in a business combination) that does not affect either the taxable income or the accounting income
before taxes.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and interests
in associates and joint ventures, except where the Group is able to control the reversal of the temporary difference, and it is
probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each reporting date. Deferred tax assets are only recognised to
the extent that it is probable that taxable income will be available against which deductible temporary differences can be
utilised. Deferred tax assets are derecognised or reduced to the extent that it is no longer probable that sufficient taxable
income will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are substantively enacted and expected to apply in the period when the asset
is realised, or the liability is settled. Deferred tax is charged or credited to the Consolidated Income Statement, except when
it relates to items charged or credited directly in the Consolidated Statement of Comprehensive Income in which case the
deferred tax is also recognised within the Consolidated Statement of Comprehensive Income.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to
settle its current income tax assets and liabilities on a net basis.
Significant tax estimates and judgements
In accordance with IFRIC 23, a provision for an uncertain tax treatment is made where the ultimate outcome of a particular
tax matter is uncertain. In calculating tax assets and liabilities, the Group assesses the probability of treatment being
accepted and, where this is not probable and a reasonable estimate can be made, the Group recognises a provision for
the adjustment it considers probable to be required.
OECD Pillar Two
The Group adopted the amendments to IAS 12 ‘Income Taxes’ for the first time in 2023. The IASB amended the scope of IAS
12 to clarify that it applied to income taxes arising from tax law enacted or substantively enacted to implement the Pillar Two
model rules published by the OECD, including tax law that implements qualified domestic minimum top-up taxes described in
those rules. The amendments introduce a temporary exception to the accounting requirements for deferred taxes in IAS 12,
so that an entity would neither recognise nor disclose information about deferred tax assets and liabilities related to Pillar
Two income taxes. Following the amendments, the Group is required to disclose that it has applied the exception and to
disclose separately its current tax expense or income related to Pillar Two income taxes.
Dry-dock, mobilisation and decommissioning expenditure
Dry-dock expenditure incurred to maintain a vessel’s classification is capitalised in the Consolidated Balance Sheet as
a distinct component of the asset and amortised over the period until the next scheduled dry-docking (usually between
two-and-a-half years and five years). At the date of the next dry-docking, the previous dry-dock asset and accumulated
amortisation is derecognised. All other repair and maintenance costs are recognised in the Consolidated Income Statement
as incurred.
Intangible assets other than goodwill
Intangible assets acquired separately are measured at cost at the date of initial acquisition. Following initial recognition,
intangible assets are measured at cost less amortisation and impairment charges. Intangible assets acquired as part of a
business combination are measured at fair value at the date of acquisition. Following initial recognition, intangible assets
acquired as part of a business combination are measured at acquisition date fair value less amortisation and impairment
charges.
Internally generated intangible assets are not capitalised, with the exception of development expenditure which meets
the criteria for capitalisation specified in IAS 38 ‘Intangible Assets’.
Intangible assets with finite lives are amortised over their useful economic life and are assessed for impairment whenever
there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for
intangible assets with finite useful lives are reviewed annually. Changes in the expected useful life are accounted for by
changing the amortisation period or method and are treated as changes in accounting estimates. The amortisation expense
related to intangible assets with finite lives is recognised in the Consolidated Income Statement in the expense category
consistent with the function of the intangible asset.
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SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
3. Material accounting policies continued
Property, plant and equipment
Property, plant and equipment acquired separately, including critical spare parts acquired and held for future use, are
measured at cost less accumulated depreciation and accumulated impairment charges.
Assets under construction are recognised at cost, less any recognised impairment charges. Depreciation of these assets
commences when the assets become operational and are deemed available-for-use.
Depreciation is calculated on a straight-line basis over the useful life of the asset as follows:
Vessels
10 to 25 years
Operating equipment
3 to 10 years
Buildings
20 to 25 years
Other assets
3 to 7 years
Land is not depreciated.
Vessels are depreciated to their estimated residual value. Residual values, useful economic lives and methods of depreciation
are reviewed at least annually and adjusted if appropriate.
Gains or losses arising on disposal of property, plant and equipment are determined as the difference between any disposal
proceeds and the carrying amount of the asset at the date of the transaction. Gains and losses on disposal are recognised
in the Consolidated Income Statement in the period in which the asset is disposed.
Impairment of non-financial assets
At each reporting date the Group assesses whether there is any indication that non-financial assets, including intangible
assets, property, plant and equipment and right-of-use assets, may be impaired. If any such indication exists, or when annual
impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable
amount is the higher of the asset’s fair value less costs of disposal and its value-in-use. Where an asset does not generate
cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit
(CGU) to which the asset is allocated. Where the carrying amount of an asset exceeds its recoverable amount, the asset is
impaired. In assessing value-in-use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and risks specific to the asset. In
determining fair value less costs of disposal, an appropriate valuation model is used.
Management has considered the potential impacts of climate risk and whether this will have an adverse impact on the
future use of the Group’s assets, including vessels and equipment. It is expected that oil and gas will continue to contribute
a significant, although declining, part in the transition to sustainable lower-carbon energy until at least 2050. The Group is
in a position to utilise its vessels and to adapt vessels, where required, for initiatives such as offshore carbon capture and
storage. The Group, through Seaway7, also operates within the offshore renewable sector including fixed offshore wind, and
it is expected that demand for the Group’s services will increase due to climate-related opportunities. The Group continues
to address the carbon emissions impact from vessel operations and invest in its fleet by assessing the viability of lower-
carbon fuels and converting vessels to hybrid power where practical. The former is dependent upon the development of
suitable alternative fuels being available globally, at scale, and commercially viable. The Group has launched and installed a
digital data analytic system across its vessel fleet to establish and define robust operating baselines from which efficiencies
can be implemented and measured. In addition, the Group has installed digital fuel flowmeters across its fleet to enable
automated tracking and reporting of fuel use and Scope 1 GHG emissions. These climate-resilient strategies, including
hybridisation of selected vessels in the existing fleet, offer potentially lower-carbon options to the Group’s customers.
Management does not consider there to be a significant risk that the Group’s vessels will become obsolete due to climate
considerations as they form a key part in the transition to the provision of sustainable energy.
Impairment charges are recognised in the Consolidated Income Statement in the expense category consistent with the
function of the impaired asset.
An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment
charges may require to be reversed. If such an indication exists, the Group makes an estimate of the recoverable amount.
A previously recognised impairment charge is reversed only if there has been a change in the estimates used to determine
the asset’s recoverable amount since the last impairment charge was recognised. If that is the case the carrying amount of
the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have
been determined, net of depreciation, had no impairment charge been recognised for the asset in prior periods. Any such
reversal is recognised in the Consolidated Income Statement. The following criteria are also applied in assessing impairment
of specific assets:
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
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Goodwill
An assessment is made at each reporting date as to whether there is an indication of impairment. Goodwill is reviewed for
impairment annually or more frequently if events or changes in circumstances indicate that the carrying amount may be
impaired. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date,
allocated to each of the Group’s CGUs, or group of CGUs, that are expected to benefit from the combination.
Each CGU, or group of CGUs, to which the goodwill is allocated initially represents the lowest level within the Group at
which the goodwill is monitored for internal management purposes and is not larger than an operating segment determined
in accordance with IFRS 8 ‘Operating Segments’. If circumstances give rise to a change in the composition of CGUs and a
reallocation is justified, goodwill is reallocated based on relative value at the time of the change in composition. Following any
reorganisation, the CGU cannot be larger than an operating segment determined in accordance with IFRS 8. Impairment is
determined by assessing the recoverable amount of the CGU, or group of CGUs, to which the goodwill relates. Recoverable
amounts are determined based on value-in-use calculations using discounted pre-tax cash flow projections based on risk-
adjusted financial forecasts approved by the Executive Management Team.
As cash flow projections are risk-adjusted for CGU-specific risks, risk premiums are not applied to the discount rate which
is applied to all CGUs. The discount rate applied to the cash flow projections is a pre-tax rate and reflects current market
assessments of the time value of money, risks specific to the Group and a normalised capital structure for the industry.
Where the recoverable amount of the CGU, or group of CGUs, is less than the carrying amount, an impairment charge is
recognised in the Consolidated Income Statement. Where goodwill forms part of a CGU, or group of CGUs, and part of the
operation within that CGU is disposed, the goodwill associated with the operation disposed is included in the carrying amount
of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed in this circumstance is
measured based on the relative values of the operation disposed and the portion of the CGU retained.
Associates and joint ventures
At each reporting date the Group determines whether there is any objective evidence that the investment in an associate or
joint venture is impaired. If this is the case, the Group calculates the amount of impairment as being the difference between
the estimated fair value of the associate or joint venture and its carrying amount. The resultant impairment charge is
recognised in the Consolidated Income Statement.
Financial instruments
Classification and measurement
The Group’s financial assets include cash and short-term deposits, trade and other receivables, construction contract assets,
other receivables, derivative financial instruments and equity investments which are classified as other financial assets. The
Group’s financial liabilities include trade and other payables, contingent consideration, borrowings and derivative
financial instruments.
Initial measurement is based upon one of four IFRS 9 ‘Financial Instruments’ models: amortised cost; fair value through profit
or loss (FVPL); fair value through other comprehensive income (with recycling of accumulated gains and losses); or fair value
through other comprehensive income (without recycling of accumulated gains and losses).
Classification and subsequent measurement is dependent upon the business model under which the Group holds and
manages the financial asset; and whether the contractual cash flows resulting from the instrument represent ‘solely
payments of principal and interest’ (the ‘SPPI criterion’).
All financial assets are classified at initial recognition and are initially measured at fair value net of transaction costs, with the
exception of those classified as FVPL. Classification as amortised cost is applicable where the instruments are held within a
business model with the objective to hold the financial assets in order to collect contractual cash flows and the cash flows
resulting from the instrument consist solely of principal and interest. Debt financial assets are subsequently measured at
FVPL, amortised cost or fair value through other comprehensive income (FVOCI) depending on classification.
Equity instruments are reported as other financial assets and are subsequently measured at FVPL when not considered to
be strategic in nature. Where the Group considers other financial assets to be strategic in nature and is expecting to hold
them for the foreseeable future, the investments are measured at FVOCI with no recycling of gains or losses to profit or loss
on derecognition.
All financial liabilities are classified at initial recognition and are initially measured at fair value net of transaction costs, with
the exception of those classified as FVPL. Financial liabilities are measured at FVPL when they meet the definition of held-
for-trading or when they are designated as such on initial recognition. Otherwise, financial liabilities are measured at
amortised cost.
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SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
3. Material accounting policies continued
Classification and measurement continued
The Group enters into forward foreign currency contracts in order to manage its foreign currency exposures; these
are measured at FVPL. The Group regularly enters into multi-currency contracts from which the cash flows may lead to
embedded foreign exchange derivatives in non-financial host contracts, carried at FVPL. The Group reassesses the
existence of an embedded derivative if the terms of the host financial instrument change significantly. The fair values of
derivative financial instruments are measured on bid prices for assets held and offer prices for issued liabilities based on
values quoted in active markets. Changes in the fair value of derivative financial instruments which do not qualify for hedge
accounting are recognised in the Consolidated Income Statement within other gains and losses.
Cash and cash equivalents comprise cash at bank, cash on hand, money market funds, and short-term highly liquid assets
with an original maturity of three months or less and which are readily convertible to known amounts of cash. Utilised
revolving credit facilities are included within current borrowings. Cash and cash equivalents are measured at amortised cost.
Inventories
Inventories comprise consumables, materials and non-critical spares and are valued at the lower of cost and net
realisable value.
Treasury shares
Treasury shares are the Group’s own equity instruments which are repurchased and shown within equity at cost, using
the first-in first-out basis. Gains or losses realised or incurred on the purchase, sale, reallocation or cancellation of the
Group’s own equity instruments are recognised within equity. No gains or losses are recognised in the Consolidated
Income Statement.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past transaction
or event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation
and a reliable estimate can be made of the amount of the obligation. The amount recognised represents the best estimate
of the expenditure expected to be required to settle the present obligation. Estimates are determined by the judgement of
management supplemented by the experience of similar transactions, and, in some cases, advice from independent experts.
Contingent liabilities are disclosed in Note 31 ‘Commitments and contingent liabilities’ but not recognised until they meet the
criteria for recognition as a provision. Where the Group is virtually certain that some, or all of, a provision will be reimbursed,
that reimbursement is recognised as a separate asset. The expense relating to any provision is reflected in the Consolidated
Income Statement at an amount reflective of the risks specific to the liability. Where the provision is discounted, any increase
in the provision due to the passage of time is recognised as a finance cost in the Group’s Consolidated Income Statement.
The following criteria are applied for the recognition and measurement of significant classes of provisions:
Onerous contracts
The Group recognises provisions for onerous contracts once the underlying event or conditions leading to the contract
becoming onerous are probable and a reliable estimate can be made. Onerous fixed-price contract provisions are assessed
in accordance with IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’. Onerous provisions are calculated on a
least net cost basis, which includes unavoidable costs only, while comparing these costs to the cost of cancelling a contract
and incurring early termination fees. The cost of fulfilling a contract includes both the incremental costs of fulfilling the
contract and an allocation of other costs which relate directly to fulfilling the contract.
Legal claims
In the ordinary course of business, the Group is subject to various claims, litigation and complaints. An associated provision
is recognised if it is probable that a liability has been incurred and the amount can be reliably estimated.
Earnings per share
Earnings per share is calculated using the weighted average number of common shares and common share equivalents
outstanding during each period excluding treasury shares. The potentially dilutive effect of outstanding performance shares
is reflected as share dilution in the computation of diluted earnings per share.
Right-of-use assets and lease liabilities
The Group applies IFRS 16 ‘Leases’ and assesses at contract inception whether a contract is, or contains, a lease. That is, if
the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The
Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-
value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right-
to-use the underlying assets.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Subsea 7 S.A. | Annual Report 2024
154
Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease, which is the date the underlying asset is
available for use. Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and
adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities
recognised, initial direct costs incurred, and lease payments made at, or before, the commencement date less any lease
incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the
estimated useful lives of the underlying assets which vary as follows:
Vessels 2 to 5 years
Operating equipment 2 to 5 years
Land and buildings 3 to 10 years
The cost of a right-of-use asset includes an estimate of costs expected to be incurred by the Group on termination of
the lease to reinstate the underlying asset to the condition required by the terms and conditions of the lease. The Group
assumes the obligation for those costs either at the commencement date or as a consequence of having utilised the
underlying asset during the period. Right-of-use assets are subject to a review for indicators of impairment at least annually.
Lease liabilities
The Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term.
The lease payments include fixed payments less any lease incentives receivable, variable lease payments that depend on
an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the
exercise price of purchase options reasonably certain to be exercised by the Group. Variable lease payments that do not
depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in
which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses an incremental borrowing rate at the lease
commencement date where the interest rate implicit in the lease is not readily determinable. After the commencement
date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for lease payments made. In
addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change
in the lease payments or a change in the assessment of an option to purchase the underlying asset. Remeasurements
resulting from a change in the lease term are determined by discounting the revised lease payments using the interest rate
implicit in the lease for the remainder of the lease term, if that rate can be readily determined, or the incremental borrowing
rate at the date of reassessment.
The Group applies the short-term lease recognition exemption to its short-term leases, which are those leases which have a
lease term of 12 months or less from the commencement date and do not contain a purchase option. The Group also applies
the low-value assets recognition exemption to assets which are considered to be low value. Lease payments on short-term
leases and leases of low-value assets are recognised as expenses in the Consolidated Income Statement on a straight-line
basis over the lease term.
4. Critical accounting judgements and key sources of estimation uncertainty
In the application of the Group’s accounting policies which are described in Note 3 ‘Material accounting policies’,
management is required to make judgements, estimates and assumptions regarding the carrying amounts of assets and
liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical
experience and other assumptions that management believes to be reasonable under the circumstances. Actual results may
differ from these estimates under different assumptions or conditions. The estimates and underlying assumptions are
reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively in the period in which the
estimate is revised.
Revenue recognition
Group revenue for the year ended 31 December 2024 was $6.8 billion (2023: $6.0 billion). The Group’s accounting policies
under IFRS 15 ‘Revenue from Contracts with Customers’ are detailed in Note 3 ‘Material accounting policies’. The Group
accounts for long-term construction contracts for engineering, procurement, installation and commissioning (EPIC) projects
using the percentage-of-completion method, which is standard practice in the industry. Contract revenue, total cost
estimates and estimates of physical progression are reviewed by management on a monthly basis. Any adjustments made
as a result of these reviews are reflected in contract revenue or contract costs in the reporting period, based on the
percentage-of-completion method.
To the extent that these adjustments result in a reduction or elimination of previously reported contract revenue or costs,
a charge or credit is recognised in the Consolidated Income Statement; amounts in prior periods are not restated. Such a
charge or credit may be significant depending on the size of the project, the stage of project completion and the size of the
adjustment. Additional information that enhances and refines the estimating process is often obtained after the balance
sheet date but before the issuance of the Consolidated Financial Statements, which may result in an adjustment to the
Consolidated Financial Statements based on events, favourable or unfavourable, occurring after the balance sheet date.
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SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
4. Critical accounting judgements and key sources of estimation uncertainty continued
Revenue recognition continued
The percentage-of-completion method requires management to make reliable estimates of physical progression, costs
incurred, full project contract costs and full project contract revenue. The Group’s Project Monthly Status Reports (PMSRs)
evaluate the likely outcome of each individual project for the purpose of making reliable estimates of revenue, cost and
progression, measured either by cost incurred to date or physical progression. A key element of the PMSRs is the estimate
of contingency. Contingency is an estimate of the costs required to address the potential future outcome of identified project
risks. The Group uses a systematic approach in estimating contingency based on project size. This approach utilises a
project specific risk register in order to identify and assess the likelihood and impact of these risks. The most significant risks
and uncertainties in the Group’s projects typically relate to the offshore phase of operations. Identified risks that materialise
may result in increased costs. Contingency associated with identified risks are removed from the full project cost estimate
throughout the remaining life of the project if the identified risks have not, or are not, expected to materialise.
Goodwill carrying amount
At 31 December 2024, goodwill of $183.7 million was recognised on the Group’s Consolidated Balance Sheet (2023:
$192.2 million). Goodwill is reviewed at least annually to assess whether there is objective evidence to indicate that the
carrying amount of goodwill requires impairment at a CGU level. The impairment review is performed on a value-in-use basis
which requires the estimation of future cash flows. Further details relating to the impairment review process are disclosed in
Note 3 ‘Material accounting policies’ and Note 12 ‘Goodwill’.
Property, plant and equipment
At 31 December 2024, property, plant and equipment with a carrying amount of $4.0 billion was recognised on the Group’s
Consolidated Balance Sheet (2023: $4.1 billion). Property, plant and equipment is recorded at cost and depreciation is
recorded on a straight-line basis over the estimated useful lives of the assets. Management uses its experience to estimate
the remaining useful economic life and residual value of an asset.
A review for indicators of impairment is performed at each reporting date. When events or changes in circumstances indicate
that the carrying amount of property, plant and equipment may not be recoverable, a review for impairment is carried out by
management. Where the value-in-use method is used to determine the recoverable amount of an asset, management uses
its judgement in determining the CGU to which the asset belongs, or whether the asset can be considered a CGU in its own
right. The level of aggregation of assets is a significant assumption made by management and includes consideration of
which assets generate cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
Management has determined that vessels are not CGUs individually as they do not generate cash inflows independently of
other Group assets. Once the CGU has been determined management uses its judgement in determining the value-in-use
of the CGU, as detailed in Note 12 ‘Goodwill’. Where an asset is considered a CGU in its own right management uses its
judgement to estimate future asset utilisation, cash flows, remaining life and the discount rate used.
Recognition of provisions and disclosure of contingent liabilities
At 31 December 2024, provisions with a carrying amount of $92.1 million were recognised on the Group’s Consolidated
Balance Sheet (2023: $125.1 million). In the ordinary course of business, the Group becomes involved in contract disputes
from time-to-time due to the nature of its activities as a contracting business involved in multiple long-term projects at any
given time. The Group recognises provisions to cover the expected risk of loss to the extent that negative outcomes are
likely and reliable estimates can be made. The final outcomes of these contract disputes are subject to uncertainties as to
whether or not they develop into formal legal action and therefore the resulting liabilities may exceed the liability anticipated
by management.
Furthermore, the Group may be involved in legal proceedings from time-to-time; these proceedings are incidental to the
ordinary conduct of its business. Litigation is subject to many uncertainties, and the outcome of individual matters is not
predictable with assurance. It is reasonably possible that the final resolution of any litigation could require the Group to
incur additional expenditures in excess of provisions that it may have previously recognised.
Management uses its judgement in determining whether the Group should recognise a provision or disclose a contingent
liability. These judgements include whether the Group has a present obligation and the probability that an outflow of
economic resource is required to settle the obligation. Management may also use its judgement to determine the amount
of the obligation or contingent liability. Management uses external advisers to assist with some of these judgements. Further
details relating to provisions and contingent liabilities are shown in Note 30 ‘Provisions’ and Note 31 ‘Commitments and
contingent liabilities’.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Subsea 7 S.A. | Annual Report 2024
156
Taxation
At 31 December 2024, non-current deferred tax assets were $93.6 million (2023: $50.9 million), current tax assets were
$105.3 million (2023: $100.5 million), non-current deferred tax liabilities were $87.3 million (2023: $43.2 million) and current
tax liabilities were $125.0 million (2023: $76.4 million). The Group is subject to corporate income tax in numerous jurisdictions
and significant judgement is required in calculating the consolidated tax position. There are transactions for which the
ultimate tax determination is uncertain and for which the Group makes provisions based on internal assessments, experience
and appropriate external advice, including in respect of the recognition of assets relating to the future recoverability of tax
losses and other attributes.
Each year a detailed review of the Group’s uncertain tax treatments and provisions is undertaken in accordance with IFRIC
23. Where the outcome of these reviews differs from the amounts previously recorded, the difference will impact the tax
charge in the period in which the outcome is determined. Details of key judgements and other issues considered are set
out in Note 9 ‘Taxation’.
5. Segment information
The Group operates with an organisational structure comprising three business units: Subsea and Conventional, Renewables
and Corporate. These business units represent the Group’s operating segments and are defined as follows:
Subsea and Conventional
The Subsea and Conventional business unit includes:
• Subsea Umbilicals, Risers and Flowlines (SURF) activities related to the engineering, procurement, installation and
commissioning of highly complex subsea oil and gas systems in deep waters, including the long-term contracts for PLSVs
in Brazil;
• Conventional services including the fabrication, installation, extension and refurbishment of fixed and floating platforms
and associated pipelines in shallow water environments;
• Activities associated with the provision of inspection, repair and maintenance (IRM) services, integrity management of
subsea infrastructure and remote intervention support;
• Activities associated with heavy lifting operations and decommissioning of redundant offshore structures;
• Activities associated with carbon capture, utilisation and storage (CCUS); and
• Share of net income of the Group’s associate, OneSubsea.
This segment includes costs, including depreciation, amortisation, impairment charges and impairment reversals, related to
owned and long-term leased vessels, equipment and offshore personnel deployed in Subsea and Conventional activities.
Renewables
The Renewables business unit comprises activities primarily related to the delivery of fixed offshore wind farm projects and
floating wind activities. Activities include the procurement and installation of offshore wind turbine foundations and inner-
array cables as well as heavy lifting operations and heavy transportation services for renewables structures. This segment
includes costs, including depreciation, amortisation and impairment charges, related to owned and long-term leased vessels,
equipment and offshore personnel deployed in Renewables activities.
Corporate
The Corporate business unit includes group-wide activities, and associated costs, including captive insurance activities,
operational support, corporate services and costs associated with discrete events such as restructuring. The Corporate
business unit also includes the results of the Group’s autonomous subsidiaries, Xodus and 4Subsea, and activities in
emerging energies such as hydrogen. A significant portion of the Corporate business unit’s costs are allocated to the
Subsea and Conventional and Renewables business units based on a percentage of external revenue.
The accounting policies of the business units are the same as the Group’s accounting policies, which are described in Note 3
‘Material accounting policies’.
Allocations of costs also occur between segments based on the physical location of personnel. The Chief Operating Decision
Maker (CODM) is the Chief Executive Officer of the Group. The CODM is assisted by the other members of the Executive
Management Team. Neither total assets nor total liabilities by operating segment are regularly provided to the CODM and
consequently no such disclosure is shown.
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CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
5. Segment information continued
Summarised financial information, including the disaggregation of the Group’s revenue from contracts with customers,
concerning each operating segment is as follows:
For the year ended 31 December 2024
Subsea and
(in $ millions)
Conventional
Renewables
Corporate
Total
Selected financial information:
Revenue
(a)/(b)/(c)
Fixed-price contracts
4,815.1
1,190.8
16.8
6,022.7
Day-rate contracts
684.9
41.6
87.8
814.3
5,500.0
1,232.4
104.6
6,837.0
Operating expenses (4,974.6)
(1,140.3)
(17.4)
(6,132.3)
Share of net income/(loss) of associates and joint ventures
38.1
–
(0.1)
 38.0
Depreciation, mobilisation and amortisation charges (488.7)
(115.9)
(17.9)
(622.5)
Impairment of goodwill
–
(6.2)
–
(6.2)
Impairment of property, plant and equipment and intangible assets (3.7)
(10.8)
(1.3)
(15.8)
Net (loss)/gain on disposal of property, plant and equipment and maturity
of lease liabilities (1.4)
1.3
–
(0.1)
Reconciliation of net operating income/(loss) to income before taxes:
Net operating income/(loss)
403.5
53.4
(11.4)
 445.5
Finance income 24.4
Other gains and losses (0.5)
Finance costs (101.2)
Income before taxes 368.2
Adjusted EBITDA
(d)
897.3
185.0
7.8
1,090.1
Adjusted EBITDA margin
(d)
16.3%
15.0%
7.5%
15.9%
(a) Revenue represents only external revenue for each segment. An analysis of inter-segment revenue has not been included as this information is not
provided to the CODM.
(b) Two clients (2023: two clients) in the year individually accounted for more than 10% of the Group’s revenue. The revenue from these clients was as
follows: Client A $1,036.0 million (2023: $834.0 million) and Client B $815.5 million (2023: $603.6 million).
(c) Revenue from contracts with customers recognised over time as defined by IFRS 15.
(d) Adjusted EBITDA and Adjusted EBITDA margin are non-IFRS measures. For explanations and reconciliations of Adjusted EBITDA and Adjusted
EBITDA margin refer to ‘Additional information – APMs’ on pages 203 to 206.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Subsea 7 S.A. | Annual Report 2024
158
For the year ended 31 December 2023
Subsea and
(in $ millions)
Conventional
Renewables
Corporate
Total
Selected financial information:
Revenue
(a)/(b)
Fixed-price contracts
4,171.1
951.6
16.7
5,139.4
Day-rate contracts
748.0
3.5
82.8
834.3
4,919.1
955.1
99.5
5,973.7
Operating expenses (4,583.0)
(991.9)
(36.0)
(5,610.9)
Share of net income of associates and joint ventures
7.9
–
0.3
8.2
Depreciation, mobilisation and amortisation charges (419.2)
(102.4)
(16.4)
(538.0)
Impairment of property, plant and equipment, intangible assets and
assets classified as held for sale
(23.2)
(72.7)
(0.9)
(96.8)
Reversal of impairment of property, plant and equipment
25.9
–
–
25.9
Net gain/(loss) on disposal of property, plant and equipment and maturity
of lease liabilities
0.3
(1.3)
0.2
(0.8)
Reconciliation of net operating income/(loss) to income before taxes:
Net operating income/(loss)
196.2
(73.9)
(17.6)
104.7
Finance income 25.2
Other gains and losses 21.3
Finance costs (71.2)
Income before taxes 80.0
Adjusted EBITDA
(c)
612.4
102.5
(0.5)
 714.4
Adjusted EBITDA margin
(c)
12.4%
10.7%
(0.5%)
 12.0%
(a) Revenue represents only external revenue for each segment. An analysis of inter-segment revenue has not been included as this information is not
provided to the CODM.
(b) Revenue from contracts with customers recognised over time as defined by IFRS 15.
(c) Adjusted EBITDA and Adjusted EBITDA margin are non-IFRS measures. For explanations and reconciliations of Adjusted EBITDA and Adjusted
EBITDA margin refer to ‘Additional information – APMs’ on pages 203 to 206.
Geographic information
Revenue from external clients
Based on the Group’s subsidiaries’ or branches’ country of registered office holding the customer contract, revenue is split
as follows:
2024 2023
For the year ended (in $ millions) 31 Dec 31 Dec
Norway
1,591.0
1,312.8
Brazil
1,366.6
1,125.1
United Kingdom
1,238.9
997.5
US
514.8
632.9
Australia
473.7
246.3
Taiwan
289.1
352.4
Germany
263.1
73.2
Saudi Arabia
219.0
229.3
Angola
198.0
104.8
Netherlands
158.7
90.2
Türkiye
142.8
209.5
Singapore
133.8
132.4
Guyana
51.4
19.4
Senegal
45.2
96.5
Trinidad & Tobago
42.7
90.7
Egypt
41.4
7.9
Qatar
27.9
76.8
Other countries
(a)
38.9
176.0
6,837.0
5,973.7
(a) Comparative information for the year ended 31 December 2023 includes external revenue of $156.9 million from the Group’s subsidiaries or
branches with a registered office in Azerbaijan.
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SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
5. Segment information continued
Non-current assets
Based on the country of registered office of the Group’s subsidiaries or branches, non-current assets for this purpose
consist of intangible assets, property, plant and equipment, right-of-use assets and interests in associates and joint ventures,
are located in the following countries:
2024 2023
At (in $ millions) 31 Dec 31 Dec
United Kingdom
2,480.8
2,396.1
Norway
987.1
1,029.7
Isle of Man
581.4
687.9
Netherlands
400.8
394.3
US
170.1
214.3
Egypt
64.8
0.4
Brazil
41.8
59.2
Germany
31.7
42.3
Angola
22.5
23.3
Gibraltar
9.7
9.7
Other countries
(a)
25.2
32.7
4,815.9
4,889.9
(a) Comparative information for the year ended 31 December 2023 includes non-current assets of $10.3 million from the Group’s subsidiaries or
branches with a registered office in France.
6. Net operating income
Net operating income includes:
2024 2023
For the year ended (in $ millions) 31 Dec 31 Dec
Employee benefits
1,603.3
1,406.8
Lease expense for short-term leased assets
791.5
582.5
Lease expense for low-value leased assets
1.2
0.3
Variable lease amounts not included within lease liabilities (0.3) (1.4)
Depreciation of property, plant and equipment (Note 14)
374.9
350.9
Amortisation of right-of-use assets (Note 15)
216.6
161.4
Amortisation of intangible assets (Note 13)
14.3
13.1
Amortisation of mobilisation costs
16.7
12.6
Impairment of goodwill (Note 12)
6.2
–
Impairment of property, plant and equipment (Note 14)
14.2
75.4
Impairment of intangible assets (Note 13)
1.6
0.9
Impairment of assets held for sale – 20.5
Impairment reversal of property, plant and equipment (Note 14) – (25.9)
Net loss on disposal of property, plant and equipment and maturity of lease liabilities
0.1
0.8
Research and development costs
13.5
13.1
Auditor’s remuneration
4.3
3.6
Net credit impairment loss for financial assets (Note 32)
0.4
20.0
Net increase/(decrease) in allowances for expected credit losses for financial assets
1.2
(0.9)
Net decrease in allowances for expected credit losses for construction contract assets (Note 21) (0.4) (1.4)
The total fees chargeable to the Group by the principal auditing firm Ernst & Young S.A. and other member firms of
Ernst & Young Global Limited were:
2024 2023
For the year ended (in $ millions) 31 Dec 31 Dec
Audit fees
3.9
3.5
Other assurance fees
0.3
–
Tax fees
0.1
0.1
4.3
3.6
Audit fees constitute charges incurred for the audit of the Consolidated Financial Statements and statutory financial
statements of Subsea 7 S.A. and certain subsidiaries. Fees were primarily incurred in connection with the year ended
31 December 2024 but include final settlement of charges associated with the year ended 31 December 2023.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Subsea 7 S.A. | Annual Report 2024
160
Tax fees constitute charges incurred for non-prohibited professional services rendered by the Group’s principal auditor and
member firms relating to the provision of tax advice and tax compliance services for work undertaken during the year ended
31 December 2024. Fees were primarily incurred in connection with the year ended 31 December 2024.
The Group’s Audit and Sustainability Committee policy requires pre-approval of audit and non-audit services prior to the
appointment of the providers of professional services together with highlighting excluded services which the Group’s
principal auditor cannot provide. The Audit Committee and Sustainability delegates approval to the Chief Financial Officer
based on predetermined limits. The Audit and Sustainability Committee pre-approved or, in cases where pre-approval was
delegated, ratified all audit and non-audit services, provided by the Group’s principal auditor, to Subsea 7 S.A. and its
subsidiaries during the year ended 31 December 2024.
Reconciliation of operating expenses and administrative expenses by nature
31 Dec 2024
31 Dec 2023
Operating Administrative Operating Administrative
For the year ended (in $ millions) expenses
expenses
Total expenses
expenses
expenses
Total expenses
Direct project-related costs, including
procurement
2,793.0
–
2,793.0
2,800.4
–
2,800.4
Employee benefits
1,418.4
184.9
1,603.3
1,251.5
155.3
1,406.8
Lease expense for short-term leased assets
790.4
1.1
791.5
581.5
1.0
582.5
Lease expense for low-value leased assets
1.1
0.1
1.2
0.3
–
 0.3
Variable lease amounts not included within
lease
liabilities
(0.3)
–
(0.3)
(1.4)
–
(1.4)
Depreciation, amortisation and mobilisation
585.0
37.5
622.5
501.3
36.7
538.0
Impairment of goodwill
6.2
–
6.2
–
–
–
Impairment of property, plant and equipment
14.2
–
14.2
75.4
–
75.4
Impairment of intangible assets
1.6
–
1.6
0.9
–
 0.9
Impairment of assets held for sale –
–
–
20.5
–
20.5
Impairment reversal of property, plant and
equipment
–
–
–
(25.9)
–
(25.9)
Net loss on disposal of property, plant and
equipment
and maturity of lease liabilities
0.1
–
0.1
0.6
0.2
0.8
Net credit impairment loss for financial assets
0.4
–
0.4
20.0
–
20.0
Net increase/(decrease) in allowances for
expected credit losses for financial assets
1.2
–
1.2
(0.9)
–
(0.9)
Net decrease in allowances for expected credit
losses for construction contract assets (0.4)
–
(0.4)
(1.4)
–
(1.4)
Other expenses
521.4
73.6
595.0
388.1
73.1
461.2
Total
6,132.3
297.2
6,429.5
5,610.9
266.3
5,877.2
7. Other gains and losses
2024 2023
For the year ended (in $ millions) 31 Dec 31 Dec
Fair value gains on derivative financial instruments mandatorily measured at fair value through profit or loss
0.4
0.4
Net gains on business combinations post measurement periods
–
0.5
Remeasurement loss on business combination (0.9) –
Net foreign currency exchange gains
(a)
–
20.4
Total (0.5) 21.3
(a) Net foreign currency exchange gains include fair value gains and losses on embedded derivatives.
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SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
8. Finance income and finance costs
2024 2023
For the year ended (in $ millions) 31 Dec 31 Dec
Interest on financial assets measured at amortised cost
24.4
25.2
Total finance income
24.4
25.2
2024 2023
For the year ended (in $ millions) 31 Dec 31 Dec
Interest and fees on financial liabilities measured at amortised cost
72.7
58.7
Total borrowing costs
72.7
58.7
Less: amounts capitalised and included in the cost of qualifying assets (6.6) (17.9)
66.1
40.8
Interest on lease liabilities
34.7
30.1
Interest on tax liabilities
0.4
0.3
Total finance costs
101.2
71.2
Borrowing costs included in the cost of qualifying assets during the year were calculated by applying to expenditure on such
assets an average capitalisation rate of 6.8% (2023: 6.8%) reflecting the cost of finance, dependent on the funding source.
9. Taxation
Tax recognised in the Consolidated Income Statement
2024 2023
For the year ended (in $ millions) 31 Dec 31 Dec
Tax charged in the Consolidated Income Statement
Current tax:
Corporation tax on income for the year
143.6
97.7
Adjustments in respect of prior years
7.5
(2.5)
Total current tax
151.1
95.2
Deferred tax charge/(credit) for the year
11.6
(24.3)
Adjustments in respect of prior years (11.1) (0.9)
Total deferred tax charge/(credit)
0.5
(25.2)
Total
151.6
70.0
Tax recognised in the Consolidated Statement of Comprehensive Income
2024 2023
For the year ended (in $ millions) 31 Dec 31 Dec
Tax charge/(credit) relating to items recognised directly in comprehensive income
Current tax on:
Exchange differences (2.2) 0.7
Income tax recognised directly in comprehensive income (2.2) 0.7
Deferred tax on:
Remeasurement gain/(loss) on defined benefit pension scheme
0.2
(0.3)
Deferred tax recognised directly in comprehensive income
0.2
(0.3)
Total (2.0) 0.4
Deferred tax recognised in the Consolidated Statement of Changes in Equity
2024 2023
For the year ended (in $ millions) 31 Dec 31 Dec
Share-based payments (0.6) (0.1)
Total (0.6) (0.1)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Subsea 7 S.A. | Annual Report 2024
162
Reconciliation of taxation
Income taxes have been provided for in accordance with IAS 12 ‘Income Taxes’, based on the tax laws and rates in the
countries where the Group operates and generates taxable income.
The reconciliation below uses a tax rate of 24.94% (2023: 24.94%) which represents the blended tax rate applicable to
Luxembourg entities. A change to the Luxembourg corporation tax rate was substantively enacted on 11 December 2024.
The corporation tax main rate for the period beginning 1 January 2025 has decreased to 23.87%.
2024 2023
For the year ended (in $ millions) 31 Dec 31 Dec
Income before taxes
368.2
80.0
Tax at the blended tax rate of 24.94% (2023: 24.94%)
91.8
20.0
Effects of:
Different tax rates of subsidiaries operating in other jurisdictions (11.0) (4.4)
Impact of tax rate changes – (3.3)
Non-qualifying depreciation
1.0
0.7
Net (benefit)/cost of tonnage tax regimes
(42.5)
3.9
Withholding taxes and unrelieved overseas taxes
45.8
37.4
Non-deductible expenses and non-taxable income
8.0
1.4
Tax effect of share of net income of associates and joint ventures (8.6) (2.2)
Movement in unprovided deferred tax
59.8
25.5
Revisions to uncertain tax treatments
10.9
(5.6)
Adjustments related to prior years (3.6) (3.4)
Taxation in the Consolidated Income Statement
151.6
70.0
Deferred tax
Movements in the net deferred tax balance and the categories to which they relate were:
Accrued
expenses
Property, and Share-
plant and deferred based
(in $ millions) equipment income
payments Tax losses
Other
Total
Balance at 31 December 2022 (64.2)
(22.4)
0.8
65.0
5.1
(15.7)
(Charged)/credited to:
Consolidated Income Statement
20.6
(15.2)
(0.6)
27.6
(7.2)
25.2
Other comprehensive income
–
0.3
–
–
–
0.3
Changes in equity
–
–
0.1
–
–
0.1
Balance sheet reclassifications (0.3)
–
–
–
0.4
0.1
Exchange differences (1.6)
3.2
0.2
(1.0)
(3.1)
(2.3)
Balance at 31 December 2023 (45.5)
(34.1)
0.5
91.6
(4.8)
7.7
(Charged)/credited to:
Consolidated Income Statement
18.3
(26.5)
0.6
15.1
(8.0)
(0.5)
Other comprehensive income
–
(0.2)
–
–
–
(0.2)
Changes in equity
–
–
0.6
–
–
0.6
Balance sheet reclassifications (0.2)
–
–
–
–
(0.2)
Exchange differences (0.6)
3.2
(0.4)
(4.2)
0.9
(1.1)
Balance at 31 December 2024 (28.0)
(57.6)
1.3
102.5
(11.9)
6.3
Subsea 7 S.A. | Annual Report 2024
163
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
9. Taxation continued
Deferred tax continued
The main categories of deferred tax assets and liabilities recognised on the Consolidated Balance Sheet, before offset of
balances within countries where permitted, were as follows:
At 31 December 2024
Net recognised
Deferred tax Deferred tax deferred tax
(in $ millions) asset liability asset/(liability)
Property, plant and equipment
31.5
(59.5)
 (28.0)
Accrued expenses and deferred income
11.9
(69.5)
 (57.6)
Share-based payments
1.3
–
1.3
Tax losses
102.5
–
102.5
Other
8.2
(20.1)
 (11.9)
Total
155.4
(149.1)
 6.3
At 31 December 2023
Net recognised
Deferred tax Deferred deferred tax
(in $ millions) asset tax liability asset/(liability)
Property, plant and equipment
6.3
(51.8)
 (45.5)
Accrued expenses and deferred income
9.1
(43.2)
 (34.1)
Share-based payments
0.5
–
0.5
Tax losses
91.6
–
91.6
Other
7.3
(12.1)
 (4.8)
Total
114.8
(107.1)
 7.7
Deferred tax is analysed in the Consolidated Balance Sheet, after offset of balances within countries, as:
2024 2023
At (in $ millions) 31 Dec 31 Dec
Deferred tax assets
93.6
50.9
Deferred tax liabilities (87.3) (43.2)
Total
6.3
7.7
At 31 December 2024, the gross amount and expiry dates of losses available for carry forward were as follows:
Expiring Expiring in Expiring in
within 5 6 to 10 11 to 20
(in $ millions) years years
years
Without limit
Total
Losses for which a deferred tax asset is recognised
–
–
–
400.9
400.9
Losses for which no deferred tax asset is recognised
122.8
166.2
161.8
2,211.6
2,662.4
Total
122.8
166.2
161.8
2,612.5
3,063.3
At 31 December 2023, the gross amount and expiry dates of losses available for carry forward were as follows:
Expiring Expiring in 6 Expiring in 11
(in $ millions) within 5 years to 10 years
to 20 years
Without limit
Total
Losses for which a deferred tax asset is recognised
4.1
4.4
31.8
335.8
376.1
Losses for which no deferred tax asset is recognised
169.8
49.6
113.0
2,204.9
2,537.3
Total
173.9
54.0
144.8
2,540.7
2,913.4
A deferred tax asset of $55.4 million (2023: $40.1 million) has been recognised in respect of $221.6 million of tax losses in
the Group’s UK entities, resulting in a net deferred tax assets of $38.1 million (2023: $4.2 million) in the UK, after offset of
other, taxable, timing differences. The increase in the net deferred tax asset is primarily as a result of the disclaim of capital
allowances on certain vessels in the fleet, and the reclassification of losses previously held as a current asset to a deferred
non-current asset. The Group has a strong history of profitability in the UK and the net asset is expected to largely reverse
in 2025.
The Group has also recognised a deferred tax asset in respect of $45.1 million of losses in Brazil (2023: $14.7 million) out
of a total of $272.8 million, based on its forecast profitability; and has utilised $67.9 million of previously recognised losses
in the US.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Subsea 7 S.A. | Annual Report 2024
164
Included in the above losses for which no asset is recognised were $1.5 billion (2023: $1.5 billion) in Luxembourg, which
could be subject to claw-back if certain transactions were entered into. Other jurisdictions with significant accumulated
unrecognised losses include Saudi Arabia ($225.8 million), and Singapore ($134.4 million), the former as a result of
uncertainty over the timing of future profitability, the last being restricted in their utilisation against a vessel chartering trade.
In addition, the Group has other unrecognised deferred tax assets of $86.8 million (2023: $58.0 million) in respect of other
temporary differences. These primarily relate to provisions for expenses and accruals in Brazil and unclaimed capital
allowances in Nigeria.
No deferred tax has been recognised in respect of taxable temporary differences related to the unremitted earnings of the
Group’s subsidiaries, branches, associates and joint ventures where remittance is not contemplated and where the timing of
the distribution is within the control of the Group. The aggregate amount of unremitted earnings giving rise to such temporary
differences for which deferred tax liabilities were not recognised at 31 December 2024 was $258.7 million (2023:
$212.4 million).
Tonnage tax regime
The Group has elected to have qualifying vessel-related activities taxed under tonnage tax regimes in the UK, Norway and
the Netherlands. The Group has re-elected into tonnage tax in the UK until 2030.
In 2024, the Group’s elections resulted in a positive impact on the Group’s tax charge of $42.5 million (2023: negative impact
of $3.9 million) primarily driven by high utilisation and demand for the Group’s vessels.
Uncertain tax treatments
The Group’s business operations are carried out worldwide and, as such, the Group is subject to the jurisdiction of a
significant number of tax authorities at any point in time.
The Group routinely has to manage tax risks in respect of permanent establishments, transfer pricing and other international
tax issues. In common with other multinational companies, the conflict between the Group’s global operating model and the
jurisdictional approach of tax authorities can result in uncertainty as to the ultimate acceptability of the treatment of tax
matters.
This often results in the Group’s filing positions being subject to audit, enquiry and possible re-assessment. During 2024, the
Group was subject to audits and disputes in, among others, Brazil, Germany, Ghana, Mexico, Nigeria and Saudi Arabia. These
audits are at various stages of completion. The Group’s policy is to co-operate fully with the relevant tax authorities while
seeking to defend its tax positions.
The Group provides for the amount of taxes that it considers probable of being payable as a result of such audits and for
which a reasonable estimate can be made. Furthermore, for each reporting period management completes a detailed review
of uncertain tax positions across the Group and makes provisions based on the probability of a liability arising. It is possible
that the ultimate resolution of these uncertainties could result in tax charges or credits that are materially higher or lower
than the amounts provided for.
In the year ended 31 December 2024, the Group recorded a net increase in the financial impact of uncertain tax treatments
of $10.9 million (2023: $6.1 million net decrease) as a result of revisions to estimated future obligations.
OECD Pillar Two
The Group is within the scope of the OECD Pillar Two model rules, and it applies the IAS 12 exception to recognising and
disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes. Under the legislation, the
Group is required to pay top-up tax on profits of its subsidiaries that are taxed at an effective tax rate of less than 15 per
cent. There are three transitional safe harbours which will apply through 2026, being a de minimis test, the routine profits
test and the ability to undertake a simplified effective tax rate calculation. After applying these safe harbours, the Group
does not believe it has any exposure to the legislation as it does not leverage off low tax jurisdictions, where it does not
have relevant substance.
The Group has elected to be taxed under three European tonnage tax regimes and the activities of the Group’s fleet
can extend beyond the definition of international shipping (being the transportation of passengers or cargo by ships in
international traffic) set out in the OECD model rules. As such, exposure to this tax could exist in the UK, Netherlands, and
Norway, as well as Isle of Man, where the Group’s captive insurance company is incorporated, but the level of other, non-
tonnage tax, activities in each of the UK, the Netherlands and Norway, together with the level of substance maintained in
those jurisdictions means that no top-up tax is expected in respect of those jurisdictions.
10. Dividends
A dividend of NOK 6.00 per share was approved by the shareholders of Subsea 7 S.A. at the Annual General Meeting on
2 May 2024. The dividend, equivalent to a total of $162.9 million, was paid in two equal instalments on 14 May 2024 and
7 November 2024 to shareholders of Subsea 7 S.A. with respective record dates of 7 May 2024 and 31 October 2024.
Subsea 7 S.A. | Annual Report 2024
165
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
11. Earnings per share
Basic and diluted earnings per share
Basic earnings per share is calculated by dividing the net income attributable to shareholders of the parent company by the
weighted average number of common shares in issue during the year, excluding shares repurchased by the Group and held
as treasury shares (Note 24 ‘Treasury shares’).
Diluted earnings per share is calculated by adjusting the weighted average number of common shares outstanding to assume
conversion of all potentially dilutive common shares. The Group’s potentially dilutive common shares include those related to
performance shares.
The net income attributable to shareholders of the parent company and share data used in the basic and diluted earnings per
share calculations were as follows:
2024 2023
For the year ended (in $ millions) 31 Dec 31 Dec
Net income attributable to shareholders of the parent company
201.4
15.4
Earnings used in the calculation of diluted earnings per share
201.4
15.4
2024 2023
31 Dec 31 Dec
For the year ended Number of shares Number of shares
Weighted average number of common shares used in the calculation of basic earnings per share
298,183,212
298,159,734
Performance shares
1,596,541
997,942
Weighted average number of common shares used in the calculation of diluted earnings
per share
299,779,753
299,157,676
2024 2023
For the year ended (in $ per share) 31 Dec 31 Dec
Basic earnings per share
0.68
0.05
Diluted earnings per share
0.67
0.05
During the year the following shares, that could potentially dilute the earnings per share, were excluded from the calculation
of diluted earnings per share due to being anti-dilutive:
2024 2023
31 Dec 31 Dec
For the year ended Number of shares Number of shares
Performance shares
834,917
674,688
12. Goodwill
(in $ millions)
Total
Cost
At 1 January 2023 2,404.3
Exchange differences 57.7
At 31 December 2023 2,462.0
Exchange differences (24.9)
At 31 December 2024 2,437.1
Accumulated impairment
At 1 January 2023 2,213.0
Exchange differences 56.8
At 31 December 2023 2,269.8
Impairment charges 6.2
Exchange differences (22.6)
At 31 December 2024 2,253.4
Carrying amount
At 31 December 2023 192.2
At 31 December 2024 183.7
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Subsea 7 S.A. | Annual Report 2024
166
For financial management and reporting purposes, the Group is organised into management regions. Management regions
are aligned with the Group’s business units which are used by the Chief Operating Decision Maker (CODM) to allocate
resources and appraise performance.
The Group has nine CGUs which are aligned with management regions. Following amendments to the Group’s reporting
structure, management realigned certain CGUs for the purpose of the annual impairment review. Asia Pacific and Africa,
Middle East and Caspian now constitute the GPC East CGU. The Brazil CGU has been renamed Brazil and GPC West.
The Gulf of Mexico CGU now includes part of the Global Inspection, Repair and Maintenance (GIRM) business, resulting
in a reallocation of goodwill. At 31 December 2024 the Group’s CGUs comprised:
• CGUs for GPC East, Brazil and GPC West, Gulf of Mexico, Norway, and UK and GIRM which include activities connected
with the performance of regional projects including SURF activities (related to the engineering, procurement, construction
and installation of offshore systems), the results of the Group’s associate, OneSubsea, Conventional services (including the
fabrication, installation, extension and refurbishment of platforms and pipelines in shallow water), the long-term PLSV
contracts in Brazil, activities connected with the provision of inspection, repair and maintenance services, integrity
management of subsea infrastructure and remote intervention support;
• Floating Wind CGU which includes activities related to floating wind solutions;
• Xodus CGU which includes activities related to engineering services, advisory services and environmental support;
• 4Subsea CGU which includes activities connected with integrity management of subsea infrastructure; and
• Renewables CGU which includes activities connected with three specialist segments of the fixed offshore wind market:
the installation of offshore wind turbine foundations and inner-array cables, heavy lifting and heavy transportation
operations related to the renewables sector.
The Group performed its annual goodwill impairment review at 31 December 2024. Subsequent to this review the carrying
amounts of the goodwill were allocated to the following CGUs:
2024 2023
At (in $ millions) 31 Dec 31 Dec
4Subsea
14.7
16.2
Floating Wind
–
6.5
Gulf of Mexico
19.0
–
Norway
9.4
9.3
Renewables
105.3
105.3
UK GIRM
19.8
39.2
Xodus
15.5
15.7
Total
183.7
192.2
At 31 December 2024 there was no goodwill associated with the GPC East and Brazil and GPC West CGUs.
Following the Group’s annual impairment review, impairment charges of $6.2 million were recognised in the Floating Wind
CGU. The impairment charges were driven by a decrease in the recoverable amounts as a result of a challenging business
environment, in the short to medium term.
The recoverable amounts of the CGUs were determined based on a value-in-use calculation using pre-tax, risk-adjusted
cash flow projections approved by the Executive Management Team covering a five-year period from 2025 to 2029.
These projections include certain considerations for climate-related risks and opportunities. Future uncertainty around
climate-related risks continue to be monitored including policy, regulatory, legal, technological, market and societal
considerations. The present value of future cash flows is most sensitive to the terminal value assumptions; management
considers these represent an appropriate balance between the oil and gas business and the growing renewables sector
within the transition to a lower-carbon economy. Cash flows beyond the five-year period were extrapolated in perpetuity
using a 2.0% (2023: 2.0%) growth rate for the Corporate and Subsea and Conventional business units and a 4.0%
(2023: 4.0%) growth rate for the Renewables business unit to determine the terminal value.
The pre-tax discount rate applied to the risk-adjusted cash flow projections was 12.1% (2023: 13.6%). Further information is
included in Note 1 ‘General information’.
Key assumptions used in value-in-use calculations
Management considers that the calculations of value-in-use for all CGUs are most sensitive to the following key assumptions:
• Adjusted EBITDA forecasts;
• capital expenditure forecasts;
• the pre-tax discount rate; and
• the growth rate used to extrapolate cash flows.
Subsea 7 S.A. | Annual Report 2024
167
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
12. Goodwill continued
Key assumptions used in value-in-use calculations continued
Adjusted EBITDA forecasts – the Adjusted EBITDA forecast for each CGU is dependent on a combination of factors
including market size, market share, contractual backlog, gross margins, future project awards, asset utilisation and an
assessment of the impacts of competition within the respective segments. Assumptions are based on a combination of
internal and external studies, management judgements and historical information, adjusted for any foreseen changes in
market conditions.
Replacement capital expenditure forecasts – the capital expenditure forecast for the Group is dependent on a combination
of factors including market size, asset utilisation and asset age. Assumptions are based on a combination of internal and
external studies, management judgements and historical information, adjusted for any foreseen changes in market
conditions. Replacement capital expenditure represents the amounts estimated to maintain the function of the assets
in the CGU.
Pre-tax discount rate – the pre-tax discount rate was estimated based on the weighted average cost of capital of the Group,
amended to reflect a normalised capital structure for the energy sector. Risk premiums were not reflected in the discount
rate applied to individual CGUs as the CGU cash flow projections were risk adjusted.
Growth rate estimates – the growth rate used to extrapolate the cash flow projections beyond the five-year period is broadly
consistent with market expectations for long-term growth in the industry and assumes no significant change in the Group’s
market share and the range of services and products provided.
Sensitivity to changes in key assumptions
In determining the value-in-use recoverable amount for each CGU, sensitivities have been applied to key assumptions. The
industry in which the Group operates is cyclical and highly dependent on energy prices; this could lead to changes in future
cash flows which are greater than the sensitivity ranges applied.
In the performance of sensitivity analysis the impacts of the following changes to key assumptions were assessed:
• forecast Adjusted EBITDA – a 10% increase and decrease in the assumptions during the five-year period from 2025 to
2029, and the Adjusted EBITDA upon which terminal values have been calculated;
• replacement capital expenditure forecast – a 25% increase and decrease in the forecast replacement capital expenditure
assumptions during the five-year period from 2025 to 2029, and the capital expenditure upon which terminal values have
been calculated;
• pre-tax discount rate – an increase and decrease by 2 percentage points; and
• growth rate – an increase and decrease by 2 percentage points.
The impact on goodwill as a result of changes to the key assumptions used in the sensitivity analysis is as follows:
Adjusted EBITDA
Discount rate
Capital expenditure
Long-term growth rate
(in $ millions)
10% decrease
10% increase
2% decrease
2% increase
25% decrease
25% increase
2% decrease
2% increase
Renewables (52.4)
–
–
(85.8)
–
(66.1)
(2.4)
–
Xodus (9.0)
–
–
(9.2)
–
(8.4)
(6.2)
–
CGUs not impaired and not sensitive to impairment
Changes to the key assumptions used in the sensitivity analysis would not, in isolation, cause the recoverable amount of the
4Subsea, Gulf of Mexico, Norway and UK GIRM CGUs to be materially less than their carrying amount.
The GPC East and Brazil and GPC West CGUs have no goodwill, therefore any future changes in the key assumptions,
in isolation, would not result in an impairment charge being recognised against goodwill.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Subsea 7 S.A. | Annual Report 2024
168
13. Intangible assets
Other
(in $ millions)
Software
intangibles
Total
Cost
At 1 January 2023
42.7
77.3
120.0
Additions
19.1
8.0
27.1
Reclassifications
(a)
4.6
7.8
12.4
Exchange differences
2.0
3.6
5.6
At 31 December 2023
68.4
96.7
165.1
Additions
36.6
13.5
50.1
Disposals (0.3)
(1.5)
(1.8)
Reclassifications
(a)
 (3.5)
–
(3.5)
Exchange differences (1.6)
(1.9)
(3.5)
At 31 December 2024
99.6
106.8
206.4
Accumulated amortisation and impairment
At 1 January 2023
25.1
63.8
88.9
Charge for the year
3.7
9.4
13.1
Impairments
–
0.9
0.9
Exchange differences
1.4
2.3
3.7
At 31 December 2023
30.2
76.4
106.6
Charge for the year
4.2
10.1
14.3
Eliminated on disposal (0.3)
(1.5)
(1.8)
Impairments
0.3
1.3
1.6
Exchange differences (0.6)
(1.3)
(1.9)
At 31 December 2024
33.8
85.0
118.8
Carrying amount:
At 31 December 2023
38.2
20.3
58.5
At 31 December 2024
65.8
21.8
87.6
(a) Amounts reclassified from/(to) property, plant and equipment.
The table above includes assets under construction of $53.8 million (2023: $29.3 million). Other intangible assets includes
capitalised expenditure related to the Group’s digitalisation programme.
An impairment test was performed on the balances at 31 December 2024 and impairment charges of
$1.6 million (2023: $0.9 million) were recognised.
Subsea 7 S.A. | Annual Report 2024
169
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
14. Property, plant and equipment
Operating Land and Other
(in $ millions)
Vessels
equipment buildings
assets
Total
Cost
At 1 January 2023
5,856.1
1,009.6
517.2
62.9
7,445.8
Additions
495.2
61.6
11.2
9.7
577.7
Exchange differences
21.9
17.9
5.9
1.8
47.5
Transfers (8.0)
13.5
(2.9)
(2.6)
–
Reclassifications
(a)
–
(11.9)
–
(0.5)
(12.4)
Transfer to assets held for sale (125.3)
(1.0)
–
–
(126.3)
Disposals (47.3)
(25.9)
(35.0)
(4.2)
(112.4)
At 31 December 2023
6,192.6
1,063.8
496.4
67.1
7,819.9
Additions
250.7
34.5
5.3
7.1
297.6
Exchange differences (7.5)
(12.1)
(20.9)
(2.7)
(43.2)
Transfers
–
(1.1)
0.6
0.5
–
Reclassifications
(a)
(0.2)
(5.4)
(0.8)
9.9
3.5
Disposals (123.5)
(131.7)
(6.9)
(3.9)
(266.0)
At 31 December 2024
6,312.1
948.0
473.7
78.0
7,811.8
Accumulated depreciation and impairment
At 1 January 2023
2,299.5
846.3
326.7
51.3
3,523.8
Charge for the year
291.8
36.5
16.2
6.4
350.9
Impairments
75.4
–
–
–
75.4
Impairment reversals (25.9)
–
–
–
(25.9)
Exchange differences
12.5
15.1
2.6
0.7
30.9
Transfer to assets held for sale (94.3)
–
–
–
(94.3)
Eliminated on disposal (46.1)
(25.8)
(35.0)
(4.0)
(110.9)
At 31 December 2023
2,512.9
872.1
310.5
54.4
3,749.9
Charge for the year
312.9
38.7
14.7
8.6
374.9
Impairments
10.8
3.4
–
–
14.2
Exchange differences (5.5)
(7.2)
(10.6)
(1.9)
(25.2)
Eliminated on disposal (120.8)
(131.3)
(6.9)
(3.8)
(262.8)
At 31 December 2024
2,710.3
775.7
307.7
57.3
3,851.0
Carrying amount:
At 31 December 2023
3,679.7
191.7
185.9
12.7
4,070.0
At 31 December 2024
3,601.8
172.3
166.0
20.7
3,960.8
(a) Amounts reclassified (to)/from intangible assets.
The table above includes assets under construction of $123.3 million at 31 December 2024 (2023: $475.1 million).
An impairment test was performed on the balances of property, plant and equipment at 31 December 2024 and impairments
totalling $14.2 million (2023: $49.5 million net impairment) were recognised where the future recoverable amounts were
reassessed and reduced. The impairment charges relate primarily to vessel-related equipment. The impairments were
recognised in the Consolidated Income Statement within operating expenses. Recoverable amount is defined as the higher
of value-in-use and fair value less costs of disposal and was determined by management based on an assessment of internal
estimates and independent external valuations.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Subsea 7 S.A. | Annual Report 2024
170
15. Right-of-use assets
Operating Land and Other
(in $ millions)
Vessels
equipment buildings
assets
Total
Cost
At 1 January 2023
372.9
14.7
128.9
2.7
519.2
Additions
225.0
0.3
24.3
0.3
249.9
Exchange differences (2.6)
0.1
2.1
0.5
0.1
Remeasurements
73.3
–
12.4
–
85.7
Disposals (70.5)
(0.3)
(18.6)
(1.3)
(90.7)
At 31 December 2023
598.1
14.8
149.1
2.2
764.2
Additions
80.4
1.8
9.7
0.6
92.5
Exchange differences (8.2)
(1.5)
(8.1)
–
(17.8)
Remeasurements
59.6
11.6
40.7
0.1
112.0
Disposals (0.6)
(0.6)
(3.1)
(1.0)
(5.3)
At 31 December 2024
729.3
26.1
188.3
1.9
945.6
Accumulated amortisation and impairment
At 1 January 2023
197.3
8.2
69.5
2.2
277.2
Charge for the year
134.1
4.3
22.5
0.5
161.4
Exchange differences (2.0)
0.2
(1.4)
0.1
(3.1)
Eliminated on disposal (70.5)
(0.3)
(18.6)
(1.3)
(90.7)
At 31 December 2023
258.9
12.4
72.0
1.5
344.8
Charge for the year
184.5
4.7
26.7
0.7
216.6
Exchange differences (5.9)
(0.7)
(4.2)
(0.1)
(10.9)
Eliminated on disposal (0.6)
(0.6)
(3.0)
(1.0)
(5.2)
At 31 December 2024
436.9
15.8
91.5
1.1
545.3
Carrying amount:
At 31 December 2023
339.2
2.4
77.1
0.7
419.4
At 31 December 2024
292.4
10.3
96.8
0.8
400.3
The Group leases vessels, operating equipment and properties with contracts which are typically for fixed periods but may
have extension options used to maximise operational flexibility. The majority of extension and termination options held are
exercisable only by the Group and not the respective lessors. Lease liabilities are disclosed within Note 27 ‘Lease liabilities’.
Commitments to leases which have not yet commenced are disclosed within Note 31 ‘Commitments and contingent liabilities’.
An impairment test was performed on the balances at 31 December 2024 with no impairment charges being recognised
(2023: $nil).
Subsea 7 S.A. | Annual Report 2024
171
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
16. Interests in associates and joint arrangements
Interests in associates and joint ventures
At 31 December 2024 the Group had interests in nine joint ventures and one associate. The Group’s ownership interests
were as follows:
Country of Subsea7
Year end registration
Operating segment
Classification
ownership %
Belmet 7 Limited
31 December
Ghana
Subsea and Conventional
Joint Venture
49
Eidesvik Seven AS
31 December
Norway
Subsea and Conventional
Joint Venture
50
Eidesvik Seven Chartering AS
31 December
Norway
Subsea and Conventional
Joint Venture
50
GO FZE
31 December
Nigeria
Subsea and Conventional
Joint Venture
40
Global Oceon Engineers Nigeria
31 December
Nigeria
Subsea and Conventional
Joint Venture
40
Limited
OneSubsea
(a)
31 December
Various
Subsea and Conventional
Associate
10
SapuraAcergy Assets Pte Ltd
(b)
31 January
Malaysia
Subsea and Conventional
Joint Venture
51
SapuraAcergy Sdn Bhd
(b)
31 January
Malaysia
Subsea and Conventional
Joint Venture
50
Subsea Integration Alliance LLC
31 December
US
Subsea and Conventional
Joint Venture
50
Subsea 7 Malaysia Sdn Bhd
31 December
Malaysia
Subsea and Conventional
Joint Venture
30
(a) The OneSubsea associate comprises three entities: OneSubsea Processing AS, OneSubsea Investments UK Limited and OneSubsea LLC.
(b) The Group has 50% equity ownership in SapuraAcergy Sdn Bhd and 51% equity ownership in SapuraAcergy Assets Pte Ltd, however, 1% is
subject to a put and call option for the benefit of its joint venture partner.
For all entities the principal place of business is consistent with the country of registration. For the majority of the entities the
proportion of voting rights is consistent with the proportion of ownership interest, however in some cases some specific
matters require unanimous approval of all shareholders.
All interests in joint ventures and associates are accounted for using the equity method. Financial information, using
consistent accounting policies, for the year ended 31 December 2024 is used for all entities. The movement in the balance
of investments in joint ventures and associates was as follows:
(in $ millions)
2024
2023
At year beginning
342.0
25.5
Share of net income of associates and joint ventures
38.0
8.2
Share of other comprehensive (loss)/income of associates and joint ventures (8.4) 2.5
Dividends received from associate (3.4) –
Net reclassification of investment balances
0.3
(0.9)
Recognition of investment in associate
–
307.8
Exchange differences (1.3) (1.1)
At year end
367.2
342.0
Net reclassification of investment balances
This amount relates primarily to reclassification within the Group’s Consolidated Balance Sheet of the movement of negative
investment balances to other non-current liabilities.
Derecognition of investment in joint venture
On 10 April 2024, the Group acquired the remaining shares in Marinza S.A. (formerly ENMAR S.A.) and effective from that
date the joint venture became a wholly-owned subsidiary of the Group.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Subsea 7 S.A. | Annual Report 2024
172
Summarised financial information
At 31 December 2024, none of the Group’s investments in joint ventures were individually material to the Group therefore
summarised financial information has not been provided.
The financial results of the Group’s investment in its associate OneSubsea are significant to the Group. Summary financial
information, including a reconciliation between the summarised financial information presented and the carrying amount of
the Group’s investment, is shown below. Amounts presented represent an IFRS conversion of OneSubsea’s US Generally
Accepted Accounting Principles (US GAAP) Consolidated Income Statement and Consolidated Balance Sheet. The amounts
presented are inclusive of adjustments recognised by management when applying the equity method in addition to fair value
adjustments applied on initial acquisition. Revenue and total comprehensive income for 2023 represent amounts for the
period following the date of acquisition, 2 October, to 31 December 2023.
2024 2023
For the year/period ended (in $ millions) 31 Dec 31 Dec
Revenue
3,897.0
1,021.0
Net income
358.3
80.0
Other comprehensive (loss)/income (84.0) 25.0
Total comprehensive income
274.3
105.0
2024
2023
At (in $ millions)
31 Dec
31 Dec
Non-current assets
3,353.8
3,274.9
Current assets
2,925.0
2,812.0
Current liabilities (2,377.0) (2,574.0)
Non-current liabilities (491.0) (342.0)
Net assets
3,410.8
3,170.9
Total equity (3,410.8) (3,170.9)
Subsea7 Group’s share of equity (10%)
341.0
317.0
2024 2023
At (in $ millions) 31 Dec 31 Dec
The Group’s share of equity at year beginning
317.0
306.5
Net income attributable to the Group
35.8
8.0
Dividends received from associate (3.4) –
Other comprehensive (loss)/income attributable to the Group (8.4) 2.5
Subsea7 Group’s share of equity at year end
341.0
317.0
Carrying amount of investment in associate at year end
(a)
342.3
318.3
(a) The carrying amount of the Group’s investment in its associate OneSubsea on the Consolidated Balance Sheet is inclusive of $1.3 million
representing stamp duty and professional fees arising on acquisition.
Interests in joint arrangements
The Group executes contracts on a regular basis through unstructured joint operations governed by alliance or consortium
agreements. These agreements provide for joint and several liability for the parties involved. The material joint operations
of the Group are detailed below.
The Group participates in Subsea Integration Alliance (SIA), through unincorporated strategic global operations between
Subsea7 and OneSubsea. As part of the alliance, Subsea7 and OneSubsea agree terms and conditions on a project-by-
project basis; this governs the relationship between the entities executing contracts with clients. SIA operates globally and
provides clients with subsea technologies, production and processing systems, bringing together field development planning,
project delivery and total lifecycle solutions under an extensive technology and services portfolio. Contracts with clients are
entered into by individual entities of the Subsea7 and OneSubsea groups.
Saudi Arabian Oil Company awarded a long-term frame agreement to a consortium consisting of Subsea7 and L&T
Hydrocarbon Engineering. This unincorporated consortium is governed by a consortium agreement, and Subsea7 and L&T
Hydrocarbon Engineering are jointly and severally liable to Saudi Arabian Oil Company for the various call-off work orders
awarded to the consortium via the long-term frame agreement. The consortium’s activities include project management,
engineering, procurement, fabrication, transportation and installation of offshore facilities and infrastructure. The principal
place of business of the unincorporated consortium is the Kingdom of Saudi Arabia.
Subsea 7 S.A. | Annual Report 2024
173
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
17. Advances and receivables
2024 2023
At (in $ millions) 31 Dec 31 Dec
Non-current amounts due from associates and joint ventures
32.8
36.5
Allowance for credit impairment (1.6) (1.6)
31.2
34.9
Capitalised fees for long-term loan facilities
1.7
1.9
Deposits held by third parties
0.9
0.9
Other receivables
15.3
29.3
Total
49.1
67.0
18. Inventories
2024 2023
At (in $ millions) 31 Dec 31 Dec
Materials and non-critical spares
18.1
10.5
Consumables
39.3
49.6
Total
57.4
60.1
2024 2023
For the year ended (in $ millions) 31 Dec 31 Dec
Total cost of inventory charged to the Consolidated Income Statement 160.6 183.1
Write-down of inventories charged to the Consolidated Income Statement
1.3
1.8
(Reversal of provision for obsolescence credited)/provision for obsolescence charged to the
Consolidated Income Statement
(0.2) 0.7
At 31 December 2024 inventories are shown net of a provision for obsolescence of $4.2 million (2023: $5.1 million). At
31 December 2024, there were no inventories pledged as security.
19. Trade and other receivables
2024 2023
At (in $ millions) 31 Dec 31 Dec
Trade receivables
522.6
719.7
Allowance for expected credit losses (2.1) (1.3)
Allowance for credit impairment (21.6) (23.0)
498.9
695.4
Current amounts due from associates and joint ventures
8.0
8.1
Allowance for credit impairment – (2.1)
8.0
6.0
Other receivables
34.0
24.1
Advances to suppliers
17.1
74.5
Other taxes receivable
105.8
121.8
Total
663.8
921.8
Details of how the Group manages its credit risk and further analysis of the trade receivables balance, allowances for
expected credit losses and allowances for credit impairment are shown in Note 32 ‘Financial instruments’.
Other receivables include insurance receivables, customer retentions and deposits.
Other taxes receivable include value added tax, sales tax, withholding tax, social security tax and other indirect taxes.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Subsea 7 S.A. | Annual Report 2024
174
20. Other accrued income and prepaid expenses
2024 2023
At (in $ millions) 31 Dec 31 Dec
Unbilled revenue
89.1
91.8
Allowance for expected credit losses (0.6) (0.2)
88.5
91.6
Prepaid expenses
126.1
152.4
Total
214.6
244.0
Unbilled revenue relates to work completed on day-rate contracts, which had not been billed to clients at the balance sheet
date. There were no contract liability balances which relate to this category of contract revenue. There were no significant
movements in this balance during the year. Revenue of $16.1 million (2023: $10.9 million) was recognised in the year relating
to performance obligations satisfied in previous periods.
Prepaid expenses arise in the normal course of business and represent expenditure which has been deferred and which will
be recognised in the Consolidated Income Statement within 12 months of the balance sheet date.
The movement in the allowance for expected credit losses in respect of unbilled revenue during the year was as follows:
2024 2023
(in $ millions) 31 Dec 31 Dec
Allowance for expected credit losses
At year beginning (0.2) (0.4)
(Increase)/decrease in allowance (0.4) 0.2
At year end (0.6) (0.2)
Details of how the Group manages its credit risk are shown in Note 32 ‘Financial instruments’.
At 31 December 2024, the allowance for credit impairment in respect of unbilled revenue was $nil (2023: $nil).
21. Construction contracts
Construction Construction
contracts – contracts –
(in $ millions) assets liabilities
At 31 December 2024
Current - total
774.1
(392.3)
Construction Construction
contracts – contracts –
(in $ millions) assets liabilities
At 31 December 2023
Current
692.2
(424.8)
Allowance for expected credit losses (0.4) –
Total
691.8
(424.8)
2024 2023
(in $ millions) 31 Dec 31 Dec
Revenue recognised which was included in construction contract liabilities at beginning of year
362.9
313.8
Revenue recognised from performance obligations satisfied in previous periods
113.6
16.9
At 31 December 2024, the allowance for expected credit losses in respect of construction contract assets was $nil
(2023: $0.4 million).
Subsea 7 S.A. | Annual Report 2024
175
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
21. Construction contracts continued
Revenue recognised which was included in construction contract liabilities at the beginning of the year of $362.9 million
(2023: $313.8 million) represents amounts included within the construction contract liabilities balance at 1 January 2024
which were recognised as revenue during the year. Revenue recognised from performance obligations satisfied in previous
periods of $113.6 million (2023: $16.9 million) represents revenue recognised in the Consolidated Income Statement for
projects which were considered operationally complete at the prior year end.
Significant movements in the construction contract asset and construction contract liability balances
The Group has construction contract asset and construction contract liability balances as a result of long-term projects in
the Subsea and Conventional and Renewables business units. Details of the Group’s treatment of performance obligations
are disclosed in Note 3 ‘Material accounting policies’. Due to the number and size of projects within the Group, construction
contract asset and liability balances can vary significantly at each reporting date. Cumulative adjustments to revenue are
most commonly caused by a change to the estimate of the transaction price due to a reassessment of the constraint to
variable consideration, awarded variation orders, scope changes or amendments to the cost profile.
The increase of $82.3 million in construction contract assets and the $32.5 million decrease in construction contract
liabilities during 2024 was driven by the phasing of the execution of work and associated billing on fixed-price contracts
executed by the Group.
Construction contract assets
An analysis of the ageing of construction contract assets at the balance sheet date has not been provided. Due to the nature
of the balances and the fact that the Group invoices on a milestone basis, the ageing of construction contract assets is not
reflective of the credit risk associated with these balances.
The movement in the allowance for expected credit losses in respect of net construction contract assets during the year was
as follows:
2024 2023
(in $ millions) 31 Dec 31 Dec
Allowance for expected credit losses
At year beginning (0.4) (1.8)
Decrease in allowance
0.4
1.4
At year end – (0.4)
The allowance for expected credit losses decreased during the year due to fluctuations in the mix of customers, the size of
amounts due and the default probability.
At 31 December 2024, the allowance for credit impairment recognised in connection with construction contract assets was
$nil (2023: $nil).
Transaction price allocated to the remaining performance obligations
The transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) was as follows:
At 31 December 2024
Expected year of execution 2028
(in $ millions)
2025
2026
2027
and beyond
Total
Subsea and Conventional
4,770.9
2,587.8
1,214.1
443.8
9,016.6
Renewables
1,017.1
767.4
315.1
35.0
2,134.6
Corporate
23.5
–
–
–
23.5
Total
5,811.5
3,355.2
1,529.2
478.8
11,174.7
At 31 December 2023
Expected year of execution 2027
(in $ millions)
2024
2025
2026
and beyond
Total
Subsea and Conventional
4,710.5
2,893.2
861.6
78.4
8,543.7
Renewables
966.4
871.0
168.7
11.2
2,017.3
Corporate
25.8
–
–
–
25.8
Total
5,702.7
3,764.2
1,030.3
89.6
10,586.8
The estimate of the transaction price does not include any amounts of variable consideration which are constrained.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Subsea 7 S.A. | Annual Report 2024
176
22. Cash and cash equivalents
2024 2023
At (in $ millions) 31 Dec 31 Dec
Cash and cash equivalents
575.3
750.9
Cash and cash equivalents included amounts totalling $18.9 million (2023: $24.7million) held by Group undertakings in certain
countries whose exchange controls may significantly restrict or delay the remittance of these amounts to jurisdictions
outside of that country.
23. Issued share capital
Authorised shares
2024 2024 2023 2023
31 Dec 31 Dec 31 Dec 31 Dec
Number of shares in $ millions Number of shares in $ millions
Authorised common shares, $2.00 par value
450,000,000
900.0
450,000,000
900.0
Issued shares
2024 2024 2023 2023
31 Dec 31 Dec 31 Dec 31 Dec
Number of shares in $ millions Number of shares in $ millions
Fully paid and issued common shares
299,600,000
599.2
304,294,272
608.6
The issued common shares consist of:
Common shares outstanding
295,613,936
591.2
300,454,468
600.9
Treasury shares at par value (Note 24)
3,986,064
8.0
3,839,804
7.7
Total
299,600,000
599.2
304,294,272
608.6
24. Treasury shares
Share repurchase programme
On 24 July 2019, the Board of Directors authorised a new share repurchase programme of up to $200 million. The
programme was initially approved pursuant to the authorisation granted to the Board of Directors at the Extraordinary
General Meeting held on 17 April 2019, which allows for the purchase of up to 30,000,000 common shares of Subsea 7 S.A.
On 19 April 2023, the Board of Directors authorised a 24-month extension to this programme, which will now expire on
18 April 2025, in accordance with the authority granted to the Board of Directors at the Extraordinary General Meeting held
on 18 April 2023.
During 2024, the Group repurchased 5,172,092 shares (2023: nil) for a total consideration of $87.3 million (2023: $nil).
At 31 December 2024, the cumulative number of shares repurchased under this programme was 15,172,304 for a total
consideration of $164.2 million.
All repurchases were made in the open market on Oslo Børs, pursuant to certain conditions, and were in conformity with
Article 430-15 of Luxembourg Company Law. At 31 December 2024, the remaining repurchased shares, which had not
been cancelled or reallocated relating to share-based payments, were held as treasury shares.
Summary
At 31 December 2024, Subsea 7 S.A. held 3,986,064 treasury shares (2023: 3,839,804), which amounted to 1.33%
(2023: 1.26%) of the total number of issued shares.
2024 2023
Number of 2024 Number of 2023
shares in $ millions shares in $ millions
At year beginning
3,839,804
31.1
9,794,267
75.0
Shares repurchased
5,172,092
87.3
–
–
Shares reallocated relating to share-based payments (331,560)
(2.6)
(272,496)
(2.3)
Shares cancelled (4,694,272)
(46.7)
(5,681,967)
(41.6)
Balance at year end
3,986,064
69.1
3,839,804
31.1
Subsea 7 S.A. | Annual Report 2024
177
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
25. Non-controlling interests
At 31 December 2024, the Group’s respective ownership interests in subsidiaries which are non-wholly-owned were as
follows:
Subsea7
Year end
Country of registration
 ownership %
Globestar Engineering Company (Nigeria) Limited
31 December
Nigeria
98.8
Nautilus Floating Solutions S.L.
31 December
Spain
59.1
Naviera Subsea 7 S. de R.L. de C.V.
31 December
Mexico
49.0
PT Subsea 7 Indonesia
31 December
Indonesia
94.9
Servicios Subsea 7 S. de R.L. de C.V.
31 December
Mexico
52.0
Sonacergy – Serviços E Construções Petrolíferas Lda.
31 December
Portugal
60.0
Sonamet Industrial S.A.
31 December
Angola
60.0
Subsea 7 Equatorial Guinea S.A.
31 December
Equatorial Guinea
65.0
Subsea 7 Volta Contractors Limited
31 December
Ghana
49.0
For all entities, the principal place of business is consistent with the country of registration. Financial information for the year
ended 31 December 2024 has been used for all entities.
The movement in the equity attributable to non-controlling interests was as follows:
(in $ millions)
2024
2023
At year beginning
34.1
329.1
Share of net income/(loss) for the year
15.2
(5.4)
Seaway 7 AS – Subsea 7 S.A. shares issued in consideration
–
(127.0)
Seaway 7 AS – cash consideration
–
(12.6)
Reclassification of non-controlling interests to equity attributable to shareholders of Subsea 7 S.A. (4.1) (150.2)
Exchange differences (0.6) 0.2
At year end
44.6
34.1
Sonamet Industrial S.A. and Sonacergy - Serviços E Construções Petrolíferas Lda.
On 21 February 2024, the Group purchased additional shares in both Sonamet Industrial S.A. and Sonacergy – Serviços E
Construções Petrolíferas Lda. with the ownership percentage increasing from 55% to 60% effective from that date.
26. Borrowings
2024 2023
At (in $ millions) 31 Dec 31 Dec
South Korean Export Credit Agency (ECA) facility
110.6
135.2
2021
UK Export Finance (UKEF 2021) facility
321.7
420.5
2023
UK Export Finance (UKEF 2023) facility
289.4
288.9
Other
0.3
0.3
Total
(a)
722.0
844.9
Consisting of:
Non-current portion of borrowings
583.8
721.4
Current portion of borrowings
138.2
123.5
Total
(a)
722.0
844.9
(a) Borrowings presented in the Consolidated Balance Sheet are shown net of capitalised fees of $6.4 million (2023: $8.0 million), which are
amortised over the period of the respective facility.
Commitment fees expensed during the year in respect of unused lines of credit totalled $2.9 million (2023: $3.0 million).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Subsea 7 S.A. | Annual Report 2024
178
Facilities
Multi-currency revolving credit and guarantee facility
On 15 June 2022, the Group entered into a $700 million multi-currency revolving credit and guarantee facility with a five-year
tenor, with two one-year extension options. The facility is available in a combination of guarantees, up to a limit of
$200 million, and cash drawings, or in full for cash drawings. The facility is guaranteed by Subsea 7 S.A. and Subsea 7
Finance (UK) PLC, a wholly-owned subsidiary of the Group. During the year, the Group secured a one-year extension to the
multi-currency revolving credit and guarantee facility which will now mature in June 2029. The facility size reduced from
$700 million to $600 million in September 2024 and will reduce further to $500 million in June 2028 until maturity in June
2029. The facility was unutilised at 31 December 2024.
The South Korean Export Credit Agency (ECA) facility
In July 2015 the Group entered into a $357 million senior term loan facility secured on two vessels owned by the Group.
The facility is provided 90% by an Export Credit Agency (ECA) and 10% by two banks and is available for general corporate
purposes. The ECA tranche has a 12-year maturity and a 12-year amortising profile. The commercial tranche initially had a
five-year maturity and a 15-year amortising profile, which commenced in April 2017. The commercial tranche was refinanced
during November 2021, now maturing in January 2027, while retaining the original amortising profile. The facility is
guaranteed by Subsea 7 S.A. At 31 December 2024, the amount outstanding under the facility was $110.6 million
(2023: $135.2 million).
2021 UK Export Finance (UKEF 2021) facility
On 24 February 2021, the Group entered into a $500 million five-year amortising committed loan facility backed by a
$400 million guarantee from UK Export Finance. The facility has a five-year tenor which commenced when the facility
was fully drawn. The facility can be used for general corporate purposes, including to provide working capital financing for
services provided from the UK. The facility is guaranteed by Subsea 7 S.A. At 31 December 2024, the amount outstanding
under the facility, net of facility fees, was $321.7 million (2023: $420.5 million).
2023 UK Export Finance (UKEF 2023) facility
On 27 July 2023, the Group entered into a $450 million five-year amortising loan facility backed by a $360 million guarantee
from UK Export Finance. The Group has a two-year availability period during which to draw on the facility, and the facility has
a five-year tenor which commences the earlier of availability period expiry or when the facility is fully drawn. The lenders have
classified the facility as a green loan as the funds are for use within the Group’s Renewables business unit. The facility is
guaranteed by Subsea 7 S.A. and Subsea 7 Finance (UK) PLC, a wholly-owned subsidiary of the Group. At 31 December 2024, the
amount outstanding under the facility, net of facility fees, was $289.4 million (2023: $288.9 million).
Utilisation of facilities
2024 2024 2024 2023 2023 2023
31 Dec 31 Dec 31 Dec 31 Dec 31 Dec 31 Dec
At (in $ millions) Utilised Unutilised Total Utilised Unutilised Total
Committed borrowing facilities
728.0
757.6
1,485.6
852.6
857.6
1,710.2
Other facilities
In addition to the above there are a number of uncommitted, unsecured bi-lateral arrangements in place in order to provide
specific geographical coverage. The utilisation of these facilities at 31 December 2024 was $2.1 billion (2023: $2.2 billion).
27. Lease liabilities
2024 2023
At (in $ millions) 31 Dec 31 Dec
Maturity analysis – contractual undiscounted cash flows
Within one year
250.4
194.8
Years two to five inclusive
219.7
317.4
After five years
33.7
9.9
Total undiscounted lease liabilities
503.8
522.1
Effect of discounting (48.9) (63.8)
Discounted lease liabilities
454.9
458.3
Consisting of:
Non-current
231.1
290.5
Current
223.8
167.8
Total discounted lease liabilities
454.9
458.3
Amounts recognised within the Consolidated Income Statement in relation to short-term and low-value leases are disclosed
within Note 6 ‘Net operating income’. Payments related to lease liabilities disclosed within the Consolidated Cash Flow
Statement for the year ended 31 December 2024 were $223.2 million (2023: $164.9 million).
Subsea 7 S.A. | Annual Report 2024
179
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
28. Other non-current liabilities
2024 2023
At (in $ millions) 31 Dec 31 Dec
Other
1.0
1.1
Total
1.0
1.1
29. Trade and other liabilities
2024 2023
At (in $ millions) 31 Dec 31 Dec
Accruals
788.8
885.6
Trade payables
378.9
348.0
Current amounts due to associates and joint ventures
12.4
7.4
Accrued salaries and benefits
150.7
132.2
Withholding taxes
32.8
23.3
Other taxes payable
58.0
88.8
Other current liabilities
7.6
198.6
Total
1,429.2
1,683.9
30. Provisions
Onerous
(in $ millions)
Claims
Decommissioning
fixed-price contracts
Other
Total
At 1 January 2023
19.5
6.1
85.7
23.4
134.7
Additional provision in the year
4.6
2.3
169.7
5.9
182.5
Utilisation of provision (2.1)
(1.9)
(170.8)
(6.1)
(180.9)
Unused amounts released during the year (4.1)
–
(2.4)
(7.3)
(13.8)
Exchange differences
0.5
0.1
1.7
0.3
2.6
At 31 December 2023
18.4
6.6
83.9
16.2
125.1
Additional provision in the year
11.3
13.4
246.2
14.2
285.1
Utilisation of provision (2.5)
(5.8)
(274.0)
(2.6)
(284.9)
Unused amounts released during the year (8.4)
–
(15.0)
(2.7)
(26.1)
Exchange differences (3.0)
(0.2)
(2.4)
(1.5)
(7.1)
At 31 December 2024
15.8
14.0
38.7
23.6
92.1
2024 2023
At (in $ millions) 31 Dec 31 Dec
Consisting of:
Non-current provisions
29.1
24.6
Current provisions
63.0
100.5
Total
92.1
125.1
The claims provision comprises a number of claims made against the Group including disputes, personal injury cases and tax
claims, where the timing of resolution is uncertain.
The decommissioning provision is mainly in relation to the Group’s obligation to restore leased vessels to their original, or
agreed, condition. The cash outflows related to the provision are expected to occur in the years in which the leases cease,
which range from 2025 to 2027.
The onerous fixed-price contract provision relate to projects where total forecast costs-at-completion exceed the expected
transaction price. The cash outflows related to the provision recognised at 31 December 2024 are expected to occur during
2025 and 2026.
Other provisions mainly relate to onerous day-rate contracts and contingent consideration.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Subsea 7 S.A. | Annual Report 2024
180
31. Commitments and contingent liabilities
Commitments
The Group’s commitments at 31 December 2024 consisted of:
• commitments related to property, plant and equipment and intangible assets of $88.4 million (2023: $204.4 million);
• contractual lease commitments, relating to vessel charters and office leases, exclusive of options, which had not
commenced at 31 December 2024, totalling $104.0 million (2023: $211.6 million); and
• short-term lease commitments totalling $209.7 million (2023: $297.0 million).
Contingent liabilities
A summary of the contingent liabilities is as follows:
Contingent liability Contingent liability
recognised not recognised
(in $ millions)
2024
2023
2024
2023
At year beginning
0.5
0.4
224.8
201.3
Movement in contingent liabilities –
–
16.0
9.2
Exchange differences (0.1)
0.1
(51.0)
14.3
At year end
0.4
0.5
189.8
224.8
Contingent liabilities recognised in the Consolidated Balance Sheet
As part of the accounting for the business combination of Pioneer Lining Technology Limited, the Group was required to
recognise a contingent liability at the acquisition date, in respect of contingent amounts payable to a third party following
the acquisition of intangible assets in 2009, in accordance with IFRS 3 ‘Business Combinations’. The contingent liability
recognised within the Consolidated Balance Sheet at 31 December 2024 was $0.4 million (2023: $0.5 million).
Contingent liabilities not recognised in the Consolidated Balance Sheet
The Group is subject to tax audits and receives tax assessments in a number of jurisdictions where it has, or has had,
operations. The estimation of the ultimate outcome of these audits and disputed tax assessments is complex and subjective.
The likely outcome of the audits and associated cash outflow, if any, may be impacted by technical uncertainty and the
availability of supporting documentation.
The Group’s operations in Mexico are subject to tax audits across several years. At 31 December 2024, the amount assessed
by the Mexican tax authorities in relation to 2014, including penalties and interest, was MXN 3,639.3 million, equivalent to
$179.2 million (2023: MXN 3,639.3 million, equivalent to $212.3 million). At 31 December 2024, a provision of MXN 143.1 million,
equivalent to $7.0 million was recognised within the Consolidated Balance Sheet (2023: MXN 30.9 million, equivalent to $1.8
million) as the IAS 37 ‘Provisions, contingent liabilities and contingent assets’ recognition criteria were met.
At 31 December 2024, a contingent liability of MXN 589.4 million, equivalent to $29.0 million, has been disclosed related
to the 2014 assessment as the disclosure criteria have been met however management and local advisors supporting
in the audit believe that the likelihood of payment is not probable.
Between 2009 and 2024, the Group’s Brazilian businesses were audited and formally assessed for Imposto sobre Circulaçao
de Mercadorias e Serviços (ICMS) and federal taxes including import duty by the Brazilian state and federal tax authorities.
The amount assessed, including penalties and interest, at 31 December 2024 amounted to BRL 897.0 million, equivalent
to $142.5 million (2023: BRL 956.3 million, equivalent to $196.6 million). The Group has challenged these assessments.
A contingent liability has been disclosed for the total amounts assessed as the disclosure criteria have been met however
management believes that the likelihood of payment is not probable.
Between 2018 and 2024, the Group’s Brazilian business received several labour claims. The amounts claimed or
assessed at 31 December 2024 totalled BRL 166.3 million, equivalent to $26.5 million (2023: BRL 191.8 million, equivalent
to $39.4 million). The Group has challenged these claims. A contingent liability has been disclosed for BRL 115.0 million,
equivalent to $18.3 million (2023: BRL 137.2 million, equivalent to $28.2 million) as the disclosure criteria have been met
however management believes that the likelihood of payment is not probable. A provision of BRL 51.3 million, equivalent
to $8.2 million (2023: BRL 54.6 million, equivalent to $11.2 million) was recognised within the Consolidated Balance Sheet
at 31 December 2024 as the IAS 37 recognition criteria were met.
In the ordinary course of business, various claims, legal actions and complaints have been filed against the Group in addition
to those specifically referred to above. The Group typically also provides contractual warranties for the repair of defects
which are identified during a contract and within a defined period thereafter. Warranty periods vary dependent on contract
type and operating segment; engineering, procurement, installation and commissioning (EPIC) oil and gas contracts typically
attract shorter periods than EPIC renewables contracts. Liability exposure levels are monitored by management and risk
transfer mechanisms arranged where deemed appropriate. Although the final resolution of any of these matters could have
a material effect on its operating results for a particular reporting period, management believes that it is not probable that
these matters would materially impact the Group’s Consolidated Financial Statements.
Subsea 7 S.A. | Annual Report 2024
181
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
32. Financial instruments
Details of the significant accounting policies adopted including the classification, basis of measurement and recognition of
income and expense in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 3
‘Material accounting policies’.
Classification of financial instruments
Financial instruments are classified as follows:
2024 2023
31 Dec 31 Dec
Carrying Carrying
At (in $ millions) amount amount
Financial assets
Restricted cash
9.5
7.4
Cash and cash equivalents (Note 22)
575.3
750.9
Financial assets mandatorily measured at fair value through profit or loss:
Foreign exchange forward contracts
0.4
0.8
Embedded derivatives
136.6
58.5
Financial assets elected to be measured at fair value through other comprehensive income:
Commodity derivatives – 1.6
Other financial assets – financial investments
1.1
1.1
Financial assets measured at amortised cost:
Net trade receivables (Note 19)
498.9
695.4
Net non-current amounts due from associates and joint ventures (Note 17)
31.2
34.9
Net current amounts due from associates and joint ventures (Note 19)
8.0
6.0
Other financial receivables
30.0
23.5
Financial liabilities
Financial liabilities mandatorily measured at fair value through profit or loss:
Foreign exchange forward contracts (6.1) (1.2)
Embedded derivatives (36.5) (64.2)
Commodity derivatives (0.4) (0.1)
Contingent consideration (0.5) (1.2)
Financial liabilities elected to be measured at fair value through other comprehensive income:
Commodity derivatives (3.0) (2.4)
Financial liabilities measured at amortised cost:
Trade payables (Note 29) (378.9) (348.0)
Lease liabilities (Note 27) (454.9) (458.3)
Current amounts due to associates and joint ventures (Note 29) (12.4) (7.4)
Borrowings (Note 26) (722.0) (844.9)
Other financial payables (1.6) (160.9)
Fair value
The carrying amounts of financial assets and financial liabilities recorded at amortised cost in the Consolidated Balance
Sheet approximate their fair values due to their short-term nature or contractual cash flow characteristics.
Financial instruments – gains and losses recognised within profit or loss
The Group’s financial instruments resulted in the recognition of the following in the Consolidated Income Statement:
2024 2023
For the year ended (in $ millions) 31 Dec 31 Dec
Interest income from financial assets measured at amortised cost
24.4
25.2
Interest cost and fees from financial liabilities measured at amortised cost (72.7) (58.7)
Net fair value gains on financial assets measured at fair value through profit or loss
77.7
41.5
Net fair value gains/(losses) on financial liabilities measured at fair value through profit or loss
23.2
(29.5)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Subsea 7 S.A. | Annual Report 2024
182
Fees incurred in connection with financial instruments
Total fees incurred during the year in connection with financial instruments measured at amortised cost were $5.6 million
(2023: $5.2 million).
Cash and cash equivalents
At 31 December 2024, the Group held cash and cash equivalents of $575.3 million (2023: $750.9 million) which included cash
and cash equivalents available on demand of $160.0 million (2023: $216.5 million) and time deposits with financial institutions
of $415.3 million (2023: $534.4 million).
The table below shows the carrying amount related to amounts on deposit. These are graded and monitored internally by the
Group based on current external credit ratings issued, with ‘prime’ being the highest possible rating.
2024 2023
At (in $ millions) 31 Dec 31 Dec
Deposits:
Counterparties rated prime grade
75.0
50.0
Counterparties rated high grade
130.0
65.0
Counterparties rated upper-medium grade
183.0
269.9
Counterparties rated lower-medium grade
26.6
146.6
Counterparties rated non-investment grade
0.7
2.9
Total
415.3
534.4
Financial instruments mandatorily measured at fair value through profit or loss
The Group classifies its financial assets at fair value through profit or loss if classified as one of the following:
• debt instruments that do not qualify for measurement at either amortised cost or at fair value through other comprehensive
income;
• equity investments that are held for trading;
• equity investments for which the entity has not elected to recognise fair value gains and losses through other
comprehensive income; or
• derivative financial instruments.
Derivative financial instruments recognised in the Consolidated Balance Sheet were as follows:
31 Dec 31 Dec 31 Dec 31 Dec 31 Dec 31 Dec
2024 2024 2024 2023 2023 2023
At (in $ millions) Assets Liabilities Total Assets Liabilities Total
Non-current
Embedded derivatives
62.9
(9.3)
53.6
29.5
(30.7)
(1.2)
Commodity derivatives –
(1.4)
(1.4)
–
(1.9)
(1.9)
Total
62.9
(10.7)
52.2
29.5
(32.6)
(3.1)
Current
Forward foreign exchange contracts
0.4
(6.1)
(5.7)
0.8
(1.2)
(0.4)
Embedded derivatives
73.7
(27.2)
46.5
29.0
(33.5)
(4.5)
Commodity derivatives –
(2.0)
(2.0)
1.6
(0.6)
1.0
Total
74.1
(35.3)
38.8
31.4
(35.3)
(3.9)
Contingent consideration
Contingent consideration relates to amounts payable in connection with business combinations. The amounts payable
are contingent on future events and are determined based on current expectations of the achievement of specific targets
and milestones.
Financial instruments elected to be measured at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income comprise investments in equity securities not held for
trading, and for which the Group has made an irrevocable election, at initial recognition, to recognise changes in fair value
through other comprehensive income rather than profit or loss as these investments are strategic in nature.
Management concluded that due to the nature of these investments, there are a wide range of possible fair value
measurements and in some cases there may be insufficient recent information available to enable the Group to accurately
measure fair value. Management reviews investments at least annually to ensure the carrying amount can be supported by
expected future cash flows and has concluded that cost is considered to represent the best estimate of fair value of each
investment within a range of possible outcomes.
Subsea 7 S.A. | Annual Report 2024
183
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
32. Financial instruments continued
Financial instruments elected to be measured at fair value through other comprehensive
income continued
Upon disposal or derecognition of these equity investments, any associated balance accumulated within other
comprehensive income will be reclassified to retained earnings. No investments were derecognised during the year.
During the year, no dividends were recognised within profit or loss in connection with the financial investments and there
were no transfers of cumulative gains or losses within equity.
Financial assets measured at amortised cost
The Group classifies its financial assets at amortised cost only if both of the following criteria are met: the asset is held within
a business model with the objective of collecting the contractual cash flows; and the contractual terms give rise on specified
dates to cash flows that are solely payments of principal and interest on the principal outstanding.
Financial risk management objectives
The Group monitors and manages the financial risks relating to its financial operations through internal risk reports which
analyse exposures by degree and magnitude of risks. These risks include market risk (consisting of currency risk and fair
value interest rate risk), credit risk and liquidity risk. The Group seeks to minimise the effects of these risks by using a variety
of financial instruments to hedge these financial risk exposures. Derivative financial instruments are used exclusively for
hedging purposes and not as trading or speculative instruments.
Market risk
The Group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest
rates. The Group enters into a variety of derivative financial instruments to manage its exposure to foreign currency risks,
including forward foreign exchange contracts to hedge the exchange rate risk arising on future revenue, operating
expenditures and capital expenditures.
During the year ended 31 December 2024, there was no significant change to the Group’s exposure to market risks or the
manner in which it managed and measured the risk.
Foreign currency risk
The Group conducts operations in many countries and, as a result, is exposed to foreign currency fluctuations related to
revenue and expenditure in the normal course of business. The Group has in place risk management policies that seek
to limit the adverse effects of fluctuations in foreign currency exchange rates on its financial performance.
The Group’s reporting currency is the US Dollar. Revenue and expenses are principally denominated in the reporting
currency of the Group. The Group also has significant operations denominated in Brazilian Real, British Pound Sterling, Euro
and Norwegian Krone as well as other cash flows in Angolan Kwanza, Australian Dollar, Azerbaijan Manat, Canadian Dollar,
Central African CFA Franc, Chinese Yuan, Danish Krone, Egyptian Pound, Ghanaian Cedi, Korean Won, Malaysian Ringgit,
Mexican Peso, Nigerian Naira, Qatar Rial, Saudi Arabian Riyal, Singaporean Dollar, Taiwan Dollar, Turkish Lira, UAE Dirham
and West African CFA Franc.
Foreign currency sensitivity analysis
The Group considers that its principal currency exposure is to movements in the US Dollar against other currencies. The US
Dollar is the Group’s reporting currency, the functional currency of many of its subsidiaries and the currency of a significant
volume of the Group’s cash flows.
At 31 December 2024, the Group performed a sensitivity analysis to indicate the extent to which net income and equity
would be affected by changes in the exchange rate between the US Dollar and other currencies in which the Group
transacts. The analysis is based on a strengthening of the US Dollar by 10% against each of the other currencies in which
the Group has significant assets and liabilities at the end of each respective year. A movement of 10% reflects a reasonably
possible sensitivity when compared to historical movements over a five-year time-frame. The Group’s analysis of the impact
on net income in each year is based on monetary assets and liabilities on the Consolidated Balance Sheet at the end of each
respective year.
The Group’s analysis of the impact on equity includes the impacts on the translation reserve in respect of intra-group
balances that form part of the net investment in a foreign operation. The amounts disclosed have not been adjusted for
the impact of taxation.
A 10% strengthening in the US Dollar exchange rate against other currencies in which the Group transacts would increase
net foreign currency exchange losses reported in other gains and losses by $65.3 million for the year ended 31 December 2024
(2023: $11.9 million). The impact would be a decrease in reported equity of $73.6 million (2023: $21.1 million).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Subsea 7 S.A. | Annual Report 2024
184
Forward foreign exchange contracts
The Group primarily enters into forward foreign exchange contracts with maturities of up to three years, to manage the risk
associated with transactions with a foreign exchange exposure risk. These transactions consist of highly probable cash flow
exposures relating to revenue, operating expenditure and capital expenditure.
The Group does not use derivative instruments to hedge the exposure to exchange rate fluctuations from its net investments
in foreign subsidiaries.
The following table details the external forward foreign exchange contracts outstanding:
At 31 December 2024
Contracted amount by contract maturity
Fair value by contract maturity
Buy
Sell
Maturity
(in $ millions)
< 1 year
1-5 years
< 1 year
1-5 years
< 1 year
1-5 years
British Pound Sterling
189.5
–
(7.5)
–
(2.7)
–
Danish Krone
1.3
–
(1.2)
–
–
–
Euro
204.2
–
–
–
(2.3)
–
Norwegian Krone
21.8
–
(12.2)
–
0.1
–
Singapore Dollar
29.4
–
(3.7)
–
(0.2)
–
Australian Dollar
36.8
–
(4.7)
–
(0.6)
–
Total
483.0
–
(29.3)
–
(5.7)
–
At 31 December 2023
Contracted amount by contract maturity
Fair value by contract maturity
Buy
Sell
Maturity
(in $ millions)
< 1 year
1-5 years
< 1 year
1-5 years
< 1 year
1-5 years
British Pound Sterling
45.5
–
(46.8)
–
(0.2)
–
Danish Krone
20.8
–
(20.3)
–
0.3
–
Euro
114.9
–
(24.1)
–
(0.3)
–
Norwegian Krone
11.6
–
(212.5)
–
(0.2)
–
Singapore Dollar
30.8
–
(1.5)
–
–
–
Australian Dollar
32.3
–
–
–
–
–
Total
255.9
–
(305.2)
–
(0.4)
–
Hedge accounting
The hedging reserve, included within other reserves in the Consolidated Balance Sheet, represents hedging gains/(losses)
recognised on the effective portion of commodity cash flow hedges. The movement in the hedging reserve was as follows:
2024 2023
(in $ millions) 31 Dec 31 Dec
At year beginning (0.8) 3.8
(Losses)/gains on the effective portion of derivative financial
instruments deferred to equity:
Cash flow on commodity hedges (0.8) (6.4)
Amounts reclassified to the Consolidated Income Statement (2.0) 1.8
Exchange differences
0.3
–
At year end (3.3) (0.8)
The Group documents its assessment of whether the hedging instrument which is used in a hedging relationship is effective
in offsetting changes in cash flows of the hedged item, on a prospective basis. The cumulative effective portion is deferred
in equity within other reserves as hedging reserves in the Consolidated Balance Sheet. The resulting cumulative gains or
losses will be reclassified to the Consolidated Income Statement upon the recognition of the underlying transaction or
the discontinuance of the hedging relationship. Movements in respect of effective hedges are shown in the Consolidated
Statement of Changes in Equity. The gains or losses relating to the ineffective portion of cash flow hedges are recognised
in the Consolidated Income Statement and the net amount for the year was $0.5 million (2023: $0.5 million). Hedge
ineffectiveness can arise from differences in the timing of the cash flows of the hedged items and the hedging instruments,
different indexes linked to the hedged risk of the hedged items and hedging instruments, counterparties’ credit risk
differently impacting fair value movements of the hedging instruments and hedged items or changes to the forecast amount
of cash flows of hedged items and hedging instruments. There is an economic relationship between the hedged items and
the hedging instruments as the terms of the commodity forward contracts match the terms of the expected highly probable
forecast transactions.
Subsea 7 S.A. | Annual Report 2024
185
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
32. Financial instruments continued
Hedge accounting continued
The Group has established a hedge ratio of 1:1 for the hedging relationships as the underlying risk of the commodity forward
contracts is identical to the hedged risk components. To test the hedge effectiveness, the Group uses the hypothetical
derivative method and compares the changes in the fair value of the hedging instruments against the changes in fair value
of the hedged items attributable to the hedged risks.
At 31 December 2024 and at 31 December 2023, none of the Group’s outstanding external forward foreign exchange
contracts had been designated as hedging instruments.
Commodity hedging
The Group enters into commodity hedging to manage risk on specific exposures, swapping floating price to fixed price.
At 31 December 2024, there were no commodity trades recognised within financial assets (2023: $1.6 million) and
$3.4 million within financial liabilities (2023: $2.5 million).
Embedded derivatives
The Group regularly enters into multi-currency contracts from which the cash flows may lead to embedded foreign exchange
derivatives in non-financial host contracts, carried at fair value through profit or loss. Embedded foreign currency derivatives,
arising from multi-currency contracts, are separated where the host contract does not qualify as a financial asset, where the
transactional currency differs from the functional currencies of the involved parties and a separate instrument, with the same
terms as the embedded derivative, would meet the definition of a derivative.
The fair values of the embedded derivatives at 31 December 2024 amounted to $136.6 million related to financial assets
(2023: $58.5 million) and $36.5 million related to financial liabilities (2023: $64.2 million). Movements were reflected on the
Consolidated Income Statement in net foreign currency gains and losses within other gains and losses.
Interest rate risk management
The Group places funds in the money markets to generate an investment return with a range of maturities (generally less
than six months) ensuring a high level of liquidity and reducing the credit risk associated with the deposits. Changes in the
interest rates associated with these deposits will impact the interest income generated.
Interest rate sensitivity analysis
The Group’s facilities, as disclosed in Note 26 ‘Borrowings’, utilise Secured Overnight Financing Rate (SOFR) as the
reference rate for borrowings.
At 31 December 2024, the Group performed a sensitivity analysis on borrowings to indicate the extent to which a change in
SOFR would affect net income and equity. The analysis is based on a movement in the SOFR of 1%, with all other variables
held constant. A movement of 1% reflects a reasonably possible sensitivity when compared to historical movements.
A 1% movement in SOFR would impact interest on financial liabilities measured at amortised cost reported in finance costs
by $8.3 million for the year ended 31 December 2024 (2023: $6.8 million). Reported equity would be impacted by $7.0 million
(2023: $5.8 million).
Credit risk management
Credit risk refers to the risk that a customer or counterparty to a financial instrument will default on its contractual
obligations and fail to make payment as obligations fall due resulting in financial loss for the Group. Credit risk arises from
the financial assets of the Group, which comprise cash and cash equivalents, trade and other receivables and derivative
financial instruments.
The maximum exposure of the Group to credit-related losses on financial instruments is the aggregate of the carrying
amount of the financial assets as summarised on page 182.
Financial instruments and cash deposits
The Group has adopted a policy of transacting with creditworthy financial institutions as a means of mitigating the risk
of financial loss from defaults. Credit ratings are supplied by independent rating agencies. The Group’s exposure and
the credit ratings of its counterparties are continually monitored and the aggregate value of transactions undertaken is
distributed among approved counterparties. Credit exposure is controlled by counterparty limits that are reviewed and
approved on an annual basis and are monitored daily. The Group uses credit ratings as well as other publicly available
financial information and its own trading records to rate its major counterparties.
The Group considers that its cash and cash equivalents have low credit risk based on the external credit ratings
of the counterparties.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Subsea 7 S.A. | Annual Report 2024
186
Trade receivables and contract assets
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The Group’s
credit risk management practices are designed to address the risk characteristics of key financial assets. Credit exposure
is controlled by counterparty limits that are reviewed and approved on an annual basis and are monitored daily. In respect
of its customers and suppliers, the Group uses credit ratings as well as other publicly available financial information and its
own trading records to rate its major counterparties. The assessment of the Group’s exposure to credit risk includes
consideration of historical and forward-looking information regarding both the financial position and performance of the
counterparty and the general macro-economic environment.
Expected credit loss assessment for financial assets
Allowances are recognised as required under the IFRS 9 ‘Financial Instruments’ impairment model and continue to be carried
until there are indicators that there is no reasonable expectation of recovery.
For construction contract assets and trade and other receivables which do not contain a significant financing component,
the Group applies the simplified approach. This approach requires the allowance for expected credit losses to be recognised
at an amount equal to lifetime expected credit losses. For other financial assets the Group applies the general approach
to providing for expected credit losses as prescribed by IFRS 9, which permits the recognition of an allowance for the
estimated expected loss resulting from default in the subsequent 12-month period. Exposure to credit loss is monitored on a
continual basis and, where material, the allowance for expected credit losses is adjusted to reflect the risk of default during
the lifetime of the financial asset should a significant change in credit risk be identified.
In determining expected credit losses, financial assets with the same counterparty are grouped and where appropriate
expected credit losses are measured on a collective basis. In determining the level of allowance the Group uses an internal
credit risk grading framework and applies judgement based on a variety of data in order to predict the likely risk of default.
The Group defines default as full or partial non-payment of contractual cash flows. The determination of expected credit
losses is derived from historical and forward-looking information which includes external ratings, audited financial statements
and other publicly available information about customers. Determination of the level of expected credit loss incorporates a
review of factors which can be indicative of default, including the nature of the counterparty (for example, national energy
companies, international energy companies or independent energy companies) and the individual industry sectors in which
the counterparty operates.
The majority of the Group’s financial assets are expected to have a low risk of default. A review of the historical occurrence
of credit losses indicates that credit losses are insignificant due to the size of the Group’s customers and the nature of the
services provided. The outlook for the energy industry is not expected to result in a significant change in the Group’s
exposure to credit losses. As lifetime expected credit losses are not expected to be significant the Group has opted not
to adopt the practical expedient available under IFRS 9 to utilise a provision matrix for the recognition of lifetime expected
credit losses on trade receivables. Allowances are calculated on a case-by-case basis based on the credit risk applicable
to individual counterparties.
Exposure to credit risk is continually monitored in order to identify financial assets which experience a significant change in
credit risk. While assessing for significant changes in credit risk the Group makes use of operational simplifications permitted
by IFRS 9. The Group considers a financial asset to have low credit risk if the asset has a low risk of default; the counterparty
has a strong capacity to meet its contractual cash flow obligations in the near term; and no adverse changes in economic
or business conditions have been identified which in the longer term may, but will not necessarily, reduce the ability of the
counterparty to fulfil its contractual cash flow obligations. Where a financial asset becomes more than 30 days past its due
date additional procedures are performed to determine the reasons for non-payment in order to identify if a change in the
exposure to credit risk has occurred.
Should a significant change in the exposure to credit risk be identified the allowance for expected credit losses is increased
to reflect the risk of expected default in the lifetime of the financial asset. The Group continually monitors for indications that
a financial asset has become credit impaired with an allowance for credit impairment recognised when the loss is incurred.
Where a financial asset becomes more than 90 days past its due date additional procedures are performed to determine
the reasons for non-payment in order to identify if the asset has become credit impaired.
The Group considers an asset to be credit impaired once there is evidence that a loss has been incurred. In addition to
recognising an allowance for expected credit loss, the Group monitors for the occurrence of events that have a detrimental
impact on the recoverability of financial assets. Evidence of credit impairment includes, but is not limited to, indications of
significant financial difficulty of the counterparty, a breach of contract or failure to adhere to payment terms, bankruptcy
or financial reorganisation of a counterparty or the disappearance of an active market for the financial asset.
A financial asset is only impaired when there is no reasonable expectation of recovery.
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SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
32. Financial instruments continued
Expected credit loss assessment for financial assets continued
For trade receivables, the Group’s current credit risk grading framework comprises the following categories:
Category
Description
Response
Performing The counterparty has a low risk of default. No balances An allowance for lifetime ECLs is recognised where
are aged greater than 30 days past due. the impact is determined to be material.
Monitored
The counterparty has a low risk of default. Balances
The allowance for lifetime ECLs is increased where
aged greater than 30 days past due have arisen due the impact is determined to be material.
to ongoing commercial discussions associated with
the close-out of contractual requirements and are
not considered to be indicative of an increased risk
of default.
In default
Balances are greater than 90 days past due with the
The asset is considered to be credit impaired and an
ageing not being as a result of ongoing commercial allowance for the estimated incurred loss is
discussions associated with the close-out of contractual recognised where material.
commitments, or there is evidence indicating that the
counterparty is in severe financial difficulty and collection
of amounts due is improbable.
Written off
There is evidence that the counterparty is in severe
The gross receivable and associated allowance are
financial difficulty and the Group has no realistic both derecognised.
prospect of recovery of balances due.
The credit risk grades disclosed above are consistent with the information used by the Group for credit risk management
purposes. Specific information regarding the counterparty together with past-due information and forward-looking
information is utilised in order to determine the appropriate credit grading category. Trade receivables balances were
evaluated using the grading framework.
2024 2023
At (in $ millions) 31 Dec 31 Dec
Performing
467.1
672.2
Monitored
33.9
24.5
In default
21.6
23.0
Gross carrying amount
522.6
719.7
In addition to the credit risk grading framework for trade receivables the Group uses past-due information to assess
significant increases in credit risk for all financial assets. Information related to ageing of material financial assets is included
within subsequent disclosures.
Other financial assets, including amounts due from associates and joint ventures, are not subject to the Group’s credit risk
grading framework. The Group assesses the credit risk of these financial assets on a case-by-case basis using all relevant
available historical and forward-looking information. Allowances for expected credit losses or credit impairment are recorded
when required.
Trade receivables
2024 2023
At (in $ millions) 31 Dec 31 Dec
Gross carrying amount
522.6
719.7
Allowance for expected credit losses (2.1) (1.3)
Allowance for incurred credit impairments (21.6) (23.0)
Net carrying amount
498.9
695.4
The table below provides an analysis of the age of trade receivables at the balance sheet date. This includes details of
those trade receivables which are past due, but not impaired, and trade receivables which are individually determined to
be impaired.
At 31 December 2024
More than 30 More than 60 More than 90
(in $ millions)
Current
days past due days past due
days past due
Total
Gross carrying amount
467.3
20.4
1.7
33.2
522.6
Allowance for expected credit losses (2.1)
–
–
–
(2.1)
Allowance for incurred credit impairments (0.2)
–
–
(21.4)
(21.6)
Net carrying amount
465.0
20.4
1.7
11.8
498.9
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Subsea 7 S.A. | Annual Report 2024
188
At 31 December 2023
More than 30 More than 60 More than 90
(in $ millions)
Current
days past due days past due
days past due
Total
Gross carrying amount
672.2
16.7
3.0
27.8
719.7
Allowance for expected credit losses (1.3)
–
–
–
(1.3)
Allowance for incurred credit impairments
–
–
–
(23.0)
 (23.0)
Net carrying amount
670.9
16.7
3.0
4.8
695.4
The movement in the allowance for expected credit losses in respect of trade receivables during the year was as follows:
2024 2023
(in $ millions) 31 Dec 31 Dec
Allowance for expected credit losses
At year beginning (1.3) (2.0)
(Increase)/decrease in allowance (0.8) 0.7
At year end (2.1) (1.3)
The movement in the allowance for credit impairment in respect of trade receivables during the year was as follows:
2024 2023
(in $ millions) 31 Dec 31 Dec
Allowance for credit impairment
At year beginning (23.0) (4.4)
Increase in allowance (0.4) (20.1)
Utilisation of allowance
1.5
1.4
Unused amounts released during the year – 0.1
Exchange differences
0.3
–
At year end (21.6) (23.0)
During the year ended 31 December 2024, the Group did not collect cash in respect of any trade receivables which had been
credit impaired in the prior year (2023: $0.1 million).
Amounts due from associates and joint ventures
2024 2023
At (in $ millions) 31 Dec 31 Dec
Gross carrying amount
40.8
44.6
Allowance for incurred credit impairments (1.6) (3.7)
Net carrying amount
39.2
40.9
The table below provides an analysis of the ageing of amounts due from associates and joint ventures. This includes
balances with associates and joint ventures which are past due at the end of the reporting period, but not impaired,
and balances which are individually determined to be impaired at the end of the reporting period.
At 31 December 2024
Current
More than 30
More than 60 More than 90 Total
(in $ millions) days past due days past due days past due
Gross carrying amount
36.2
–
–
4.6
40.8
Allowance for incurred credit impairments
–
–
–
(1.6)
 (1.6)
Net carrying amount
36.2
–
–
3.0
39.2
At 31 December 2023
More than 30 More than 60 More than 90
(in $ millions)
Current
days past due days past due
days past due
Total
Gross carrying amount
33.2
–
0.2
11.2
44.6
Allowance for incurred credit impairments (0.2)
–
–
(3.5)
(3.7)
Net carrying amount
33.0
–
0.2
7.7
40.9
Subsea 7 S.A. | Annual Report 2024
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GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
32. Financial instruments continued
Amounts due from associates and joint ventures continued
The movement in the allowance for credit impairments in respect of amounts due from associates and joint ventures during
the year was as follows:
2024 2023
(in $ millions) 31 Dec 31 Dec
Allowance for credit impairments
At year beginning (3.7) (3.7)
Utilisation of allowance
0.1
–
Reclassification following derecognition of investment in joint venture
1.8
–
Exchange differences
0.2
–
At year end (1.6) (3.7)
At 31 December 2024, the allowance for expected credit losses recognised in connection with amounts due from associates
and joint ventures was $nil (2023: $nil).
Other financial assets at amortised cost
An analysis of the age of other financial assets at the balance sheet date has not been provided on the grounds of
materiality. Other financial assets are typically non-recurring and are monitored on an asset-by-asset basis. Ageing is not
necessarily reflective of credit risk.
At 31 December 2024, the allowances for expected credit losses and credit impairment recognised in connection with other
financial assets at amortised cost were $nil (2023: $nil).
Concentration of credit risk
Credit risk is primarily associated with trade receivables. Net trade receivables as shown in Note 19 ‘Trade and other
receivables’ arise from a large number of customers, dispersed geographically. Continual credit evaluation is performed
on the recoverability of trade receivables. The following table classifies outstanding balances into three categories:
2024 2023
31 Dec 31 Dec
Category Category
At percentage percentage
National energy companies
29%
30%
International energy companies
13%
29%
Independent energy companies
58%
41%
Total
100%
100%
National energy companies are either partially or fully-owned by, or directly controlled by, the government of their respective
country of incorporation. Both international and independent energy companies are mainly publicly or privately owned.
International energy companies are generally larger in size and scope than independent energy companies.
During the year ended 31 December 2024, two customers (2023: two customers) contributed individually to 10% or
more of the Group’s revenue. The revenue from these customers was $1,851.5 million or 27% of total Group revenue
(2023: $1,437.6 million or 24%).
The five largest receivables balances by customer are shown below:
31 Dec
At (in $ millions) 2024
Customer A 98.9
Customer B 46.6
Customer C 28.9
Customer D 25.9
Customer E 24.2
31 Dec
At (in $ millions) 2023
Customer A 121.6
Customer B 73.4
Customer C 67.4
Customer D 45.6
Customer E 44.9
The customer mix for outstanding accounts receivable balances at 31 December 2024 is not the same as at 31 December
2023. The Group did not have any significant credit exposure to any single counterparty at 31 December 2024 or
31 December 2023.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Subsea 7 S.A. | Annual Report 2024
190
The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are primarily banks
with high credit ratings assigned by international credit-rating agencies. At 31 December 2024, 28% (2023: 47%) of cash
and cash equivalents was held at counterparties with a credit rating lower than ‘upper-medium grade’ classification.
Liquidity risk management
The Group has a framework for the management of short, medium and long-term funding and liquidity management
requirements. The Group continually monitors forecast and actual cash flows and matches the maturity profiles of financial
assets and liabilities. Liquidity risk is managed by maintaining adequate cash and cash equivalent balances and by ensuring
available borrowing facilities are in place. Included in Note 26 ‘Borrowings’ are details of the undrawn facilities that the Group
had at 31 December 2024.
Liquidity tables
The following table details the Group’s remaining contractual maturity for its non-derivative financial liabilities. The table has
been prepared based on the undiscounted cash flows relating to financial liabilities based on the earliest date on which the
payment can be required. Principal cash flows are as follows:
At 31 December 2024
Less than 3 months
(in $ millions)
1 month
1-3 months
to 1 year
1-5 years
Total
Borrowings
(a)
8.0
34.7
143.6
654.6
840.9
Trade payables
309.3
42.8
23.7
3.1
378.9
Amounts due to associates and joint ventures
12.4
–
–
–
12.4
Lease liabilities
21.9
40.0
188.5
253.4
503.8
Total
351.6
117.5
355.8
911.1
1,736.0
(a) Amounts totalling $78.1 million included within the category 1-5 years represent amounts with a maturity date of greater than 5 years.
At 31 December 2023
Less than 3 months
(in $ millions)
1 month
1-3 months
to 1 year
1-5 years
Total
Borrowings
(a)
8.5
41.5
127.8
840.5
1,018.3
Trade payables
271.9
58.7
17.4
–
348.0
Amounts due to associates and joint ventures
7.4
–
–
–
7.4
Lease liabilities
16.4
31.0
147.4
327.3
522.1
Total
304.2
131.2
292.6
1,167.8
1,895.8
(a) Amounts totalling $134.3 million included within the category 1-5 years represent amounts with a maturity date of greater than 5 years.
The following table details the Group’s liquidity profile for its derivative financial liabilities. The table has been prepared based
on the undiscounted net cash payments and receipts on the derivative instruments that settle on a net basis and the
undiscounted gross payments and receipts on those derivative financial instruments that require gross settlement. When the
amount payable or receivable is not fixed, the amount disclosed has been determined by reference to the projected interest
rates as illustrated by the yield curves existing at the balance sheet date.
At 31 December 2024
Less than 3 months
(in $ millions)
1 month
1-3 months
to 1 year
1-5 years
Total
Net settled:
Embedded derivatives –
3.3
22.8
12.0
38.1
Commodity hedging
0.3
0.4
1.3
1.4
3.4
Gross settled:
Foreign exchange forward contract payments
489.2
–
–
–
489.2
Foreign exchange forward contract receipts (483.1)
–
–
–
(483.1)
Total
6.4
3.7
24.1
13.4
47.6
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SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
32. Financial instruments continued
Liquidity tables continued
At 31 December 2023
Less than 3 months
(in $ millions)
1 month
1-3 months
to 1 year
1-5 years
Total
Net settled:
Embedded derivatives
–
10.2
21.8
36.2
68.2
Commodity hedging
–
–
0.6
1.9
2.5
Gross settled:
Foreign exchange forward contract payments
377.6
–
–
–
377.6
Foreign exchange forward contract receipts (376.4)
–
–
–
(376.4)
Total
1.2
10.2
22.4
38.1
71.9
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while
maximising the return to shareholders of the parent company.
The capital structure of the Group consists of debt, which includes borrowings disclosed in Note 26 ‘Borrowings’, cash and
cash equivalents disclosed in Note 22 ‘Cash and cash equivalents’ and equity attributable to shareholders of the parent
company, comprising issued share capital, paid in surplus, reserves and retained earnings.
The Group monitors its capital structure using a leverage ratio of net debt to Adjusted EBITDA. The ratio calculates net debt
as the principal amount of borrowings and lease liabilities less cash and cash equivalents.
Reconciliation of movements in liabilities arising from financing activities
The table below details changes in the Group’s liabilities arising from financing activities, including both cash and non-cash
changes. Liabilities arising from financing activities are those for which cash flows are classified in the Consolidated Cash
Flow Statement as cash flows from financing activities.
Liabilities
Dividends
Equity
Other
Total
Lease payable to Treasury Other
(in $ millions)
Borrowings
liabilities shareholders shares equity
Balance at 1 January 2024
844.9
458.3
–
(31.1)
(17.7)
(11.6)
1,242.8
Financing cash flows
Interest paid (58.4)
(33.6)
–
–
(17.2)
(109.2)
Net repayment of borrowings (124.8)
–
–
–
–
(124.8)
Payments related to lease liabilities
–
(189.6)
–
–
–
(189.6)
Cost of share repurchases
–
–
–
(87.3)
–
–
(87.3)
Dividends paid to shareholders of
the parent company
–
–
(162.9)
–
–
–
(162.9)
Amounts paid in relation to non-
wholly owned subsidiaries
–
–
–
–
(6.4)
–
(6.4)
Total financing cash flows (183.2)
(223.2)
(162.9)
(87.3)
(6.4)
(17.2)
(680.2)
Non-cash changes
Dividends declared
–
–
163.1
–
–
–
163.1
Non-cash movements in lease
liabilities
–
195.3
–
–
–
–
195.3
Non-cash movements in treasury
shares
–
–
–
49.3
(49.3)
–
–
Interest and fees
60.3
34.7
–
–
–
6.2
101.2
Exchange differences –
(10.2)
(0.2)
–
–
–
(10.4)
Total non-cash changes
60.3
219.8
162.9
49.3
(49.3)
6.2
449.2
Balance at 31 December 2024
722.0
454.9
–
(69.1)
(73.4)
(22.6)
1,011.8
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Subsea 7 S.A. | Annual Report 2024
192
Liabilities
Dividends
Equity
Other
Total
Lease payable to Treasury Other
(in $ millions)
Borrowings
liabilities shareholders shares equity
Balance at 1 January 2023
356.0
257.0
–
(75.0)
38.8
(4.5)
572.3
Financing cash flows
Interest paid (52.1)
(30.1)
–
–
–
–
(82.2)
Net proceeds from borrowings
492.8
–
–
–
–
–
492.8
Payments related to lease liabilities –
(134.8)
–
–
–
–
(134.8)
Dividends paid to shareholders of
the parent company
–
–
(112.1)
–
–
–
(112.1)
Acquisition of shares in non-wholly-
owned subsidiary
–
–
–
–
(12.6)
–
(12.6)
Total financing cash flows 440.7
(164.9)
(112.1)
–
(12.6)
–
151.1
Non-cash changes
Dividends declared –
–
112.1
–
–
–
112.1
Non-cash movements in lease
liabilities –
335.6
–
–
–
–
335.6
Non-cash movements in treasury
shares –
–
–
43.9
(43.9)
–
–
Interest and fees
48.2
30.1
–
–
–
(7.1)
71.2
Exchange differences –
0.5
–
–
–
–
0.5
Total non-cash changes
48.2
366.2
112.1
43.9
(43.9)
(7.1)
519.4
Balance at 31 December 2023
844.9
458.3
–
(31.1)
(17.7)
(11.6)
1,242.8
Fair value hierarchy
The Group classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in
making the measurements. The fair value hierarchy has the following levels:
Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
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SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
32. Financial instruments continued
Fair value measurement
During the year ended 31 December 2024, there were no transfers between levels of the fair value hierarchy. The Group
recognises transfers between levels of the fair value hierarchy from the date of the event or change in circumstances that
caused the transfer.
Assets and liabilities which are measured at fair value in the Consolidated Balance Sheet and their level of the fair value
hierarchy were as follows:
2024 2024 2024 2023 2023 2023
31 Dec 31 Dec 31 Dec 31 Dec 31 Dec 31 Dec
At (in $ millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Recurring fair value measurements
Financial assets:
Financial assets at fair value through profit or loss –
derivative instruments
–
0.4
–
–
0.8
–
Financial assets at fair value through profit or loss –
embedded derivatives
–
136.6
–
–
58.5
–
Financial assets at fair value through other comprehensive
income – commodity derivatives
–
–
–
–
1.6
–
Financial liabilities:
Financial liabilities at fair value through profit or loss –
derivative instruments
–
(6.1)
–
–
(1.2)
–
Financial liabilities at fair value through profit or loss –
embedded derivatives
–
(36.5)
–
–
(64.2)
–
Financial liabilities at fair value through profit or loss –
commodity derivatives
–
(0.4)
–
–
(0.1)
–
Financial liabilities at fair value through other comprehensive
income – commodity derivatives
–
(3.0)
–
–
(2.4)
–
Contingent consideration
(a)
–
–
(0.5)
–
–
(1.2)
(a) A reconciliation of contingent consideration movements during the year is shown on page 195.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Subsea 7 S.A. | Annual Report 2024
194
Recurring fair value measurements
Financial assets and financial liabilities
Financial assets and financial liabilities which are remeasured to fair value on a recurring basis are determined as follows:
• the fair values of financial assets and financial liabilities with standard terms and conditions and traded on active liquid
markets are determined with reference to quoted market prices;
• the fair values of other financial assets and financial liabilities (excluding derivative instruments) are determined in
accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable
current market transactions and quotes for similar instruments;
• the fair value of other financial assets classified as current assets, which includes quoted securities, is determined using
quoted prices;
• the fair value of contingent consideration is determined based on current expectations of the achievement of specific
targets and milestones calculated using the discounted cash flow method and unobservable inputs. Quantitative
information about the significant unobservable inputs used in the fair value measurement and sensitivities to changes in
these unobservable inputs are as disclosed below:
• significant inputs to the fair value of contingent consideration following a business combination include the assumed
probability of the achievement of operational targets and technical milestones. A significant increase or decrease in the
assumed probability of achieving these would result in a higher or lower fair value of the contingent consideration liability,
while a significant increase or decrease in the discount rate would result in a higher or lower fair value of the contingent
consideration liability. Gains or losses for the year were recognised in the Consolidated Income Statement as disclosed
within Note 7 ‘Other gains and losses’; and
• the fair values of foreign exchange derivative instruments and embedded derivatives are calculated using quoted foreign
exchange rates and yield curves derived from quoted interest rates matching maturities of the contract. Where such prices
are not available, use is made of discounted cash flow analysis using the applicable yield curve for the duration of the
instruments for non-optional derivative financial instruments.
Non-recurring fair value measurements
Assumptions used in determining fair value of financial assets and financial liabilities which are remeasured to fair value on a
non-recurring basis are as follows:
The fair value of receivables and payables is based on their carrying amount, which is representative of contractual amounts
due and, where appropriate, incorporates expectations about future expected credit losses.
Other financial assets which are classified as non-current include equity investments in unlisted companies which are
strategic in nature. Management concluded that due to the nature of these investments, there are a wide range of possible
fair value measurements and in some cases there may be insufficient recent information available to enable the Group to
accurately measure fair value. Management reviews investments annually to ensure the carrying amount can be supported by
expected future cash flows and has concluded that cost is considered to represent the best estimate of fair value of each
investment within a range of possible outcomes.
Balance at Balance at
1 January Unused amounts 31 December
(in $ millions)
2024
Utilisation
released 2024
Contingent consideration
1.2
(0.5)
(0.2)
0.5
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SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
33. Related party transactions
Key management personnel
Key management personnel include the Board of Directors and the Executive Management Team. Key management
personnel at 31 December 2024 included 15 individuals (2023: 15 individuals). The remuneration of these personnel is
determined by the Compensation Committee of the Board of Directors of Subsea 7 S.A.
Non-Executive Directors
Details of fees payable to and shares held by Non-Executive Directors for the year ended 31 December 2024 are disclosed
in the Remuneration Report on pages 59 to 63.
Key management (Executive Management Team)
Payments made by the Group in relation to the Executive Management Team during the year were as follows:
2024 2023
For the year ended (in $ millions)
31 Dec
(a)
31 Dec
(a)
Salaries and other short-term employee benefits
(b)
8.1
6.3
Share-based payments
(c)
1.1
0.7
Post-employment benefits
(d)
0.2
0.2
Total
9.4
7.2
(a) Amounts represent payments made to members of the Executive Management Team and the associated costs incurred by the Group.
(b) Salaries and other short-term employee benefits represent payments made during the year in respect of base salary, short-term bonus payments,
other short-term remuneration, other short-term benefits, including private healthcare and car allowances, and the associated social security
contributions made by the Group.
(c) Share-based payments represent the market value of the shares transferred to the participants during the year. Shares transferred represent
performance shares which vested under the 2018 Long Term Incentive Plan and which participants are entitled to receive. Refer to the
Remuneration Report on pages 59 to 63 for details of the plan.
(d) Post-employment benefits represent the cash value of defined pension contribution payments made by the Group during the year.
Remuneration for the Chief Executive Officer and Chief Financial Officer
Total remuneration for the Chief Executive Officer and Chief Financial Officer is disclosed in the Remuneration Report
on pages 59 to 63.
Shares and performance shares
Performance shares outstanding and shareholdings held at 31 December 2024 are disclosed in the Remuneration Report
on pages 59 to 63.
Transactions with key management personnel
During the year, the Executive Management Team were awarded the rights to 305,000 performance shares under the
Group’s 2022 Long Term Incentive Plan. Refer to the Remuneration Report on pages 59 to 63 for details of the plan.
Transactions with associates and joint ventures
The Consolidated Balance Sheet includes:
2024 2023
At (in $ millions) 31 Dec 31 Dec
Net non-current receivables due from associates and joint ventures (Note 17)
31.2
34.9
Net trade receivables due from associates and joint ventures (Note 19)
8.0
6.0
Trade payables due to associates and joint ventures (Note 29) (12.4) (7.4)
Net receivables due from associates and joint ventures
26.8
33.5
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Subsea 7 S.A. | Annual Report 2024
196
During the year ended 31 December 2024, the Group provided services to associates and joint ventures amounting to
$40.2 million (2023: $6.1 million) and purchased goods and services from associates and joint ventures amounting to
$33.1 million (2023: $14.8 million). In 2021, the Group advanced a loan of $33.0 million to Eidesvik Seven AS, of which
$28.2 million remained outstanding at 31 December 2024. The loan is repayable in instalments with the final amount
due on 31 December 2025, subject to a one-year extension option.
Other related party transactions
During the year the Group undertook related party transactions, all of which were conducted on an arm’s length basis.
The Group is an associate of Siem Industries S.A. and is equity accounted for within Siem Industries S.A.’s Consolidated
Financial Statements.
Purchases by the Group from companies ultimately controlled by Siem Industries S.A. including vessel charters, provision
of crew, associated services and property rental totalling $24.4 million (2023: $24.9 million) were made during the year.
Income generated by the Group from companies ultimately controlled by Siem Industries S.A. in relation to property rental
totalling $0.2 million (2023: $0.3 million) was recognised during the year.
At 31 December 2024, the Group had outstanding balances payable to companies ultimately controlled by Siem Industries
S.A. of $0.1 million (2023: $0.1 million).
At 31 December 2024, the Group had no outstanding balances receivable from companies ultimately controlled by Siem
Industries S.A. (2023: $0.1 million).
Transactions with Treveri S.à r.l., a company controlled by Mr Siem, in relation to services provided totalled $0.1 million
(2023: $0.1 million).
Transactions with Kirk Lovegrove & Co. Limited, a company controlled by Mr Kirk, in relation to services provided totalled
$nil (2023: $0.1 million).
34. Share-based payments
The Group operated two equity-settled share-based payment schemes during 2024.
The following table summarises the expense recognised in the Consolidated Income Statement during the year:
2024 2023
For the year ended (in $ millions) 31 Dec 31 Dec
Expense arising from equity-settled share-based payment transactions:
2018
Long Term Incentive Plan
1.4
2.4
2022
Long Term Incentive Plan
4.8
2.5
Total
6.2
4.9
Equity-settled share-based payment schemes
Details regarding the 2018 Long Term Incentive Plan (2018 LTIP Plan) and the 2022 Long Term Incentive Plan (2022 LTIP
Plan), including number of shares transferred to participants, are disclosed within the Remuneration Report on pages 59 to 63.
The IFRS 2 ‘Share-based Payments’ fair value of each performance share granted under the 2018 and 2022 LTIP Plans is
estimated as of the grant date using a Monte Carlo simulation model with weighted average assumptions as follows:
2024 2023
For the year ended 31 Dec 31 Dec
Weighted average share price at grant date (in $)
16.35
13.62
TSR performance – Weighted average fair value at grant date (in $)
9.79
7.49
ROAIC performance – Weighted average fair value at grant date (in $)
14.25
12.25
CCR performance – Weighted average fair value at grant date (in $)
14.25
12.25
Expected volatility
42%
44%
Risk free rate
3.17%
4.00%
Dividend yield
3.50%
2.70%
The expected share price volatility over the performance period is estimated from the Company’s historical share
price volatility. The award fair values were adjusted to recognise that participants are not entitled to receive dividend
equivalent payments.
Subsea 7 S.A. | Annual Report 2024
197
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
34. Share-based payments continued
Equity-settled share-based payment schemes continued
Both non-market Return on Average Invested Capital (ROAIC) and Cash Conversion Ratio (CCR) performance conditions are
not incorporated into the grant date fair value. The value of each award will be adjusted at each reporting date to reflect the
Group’s current expectation of the number of performance shares which will vest under the non-market ROAIC and CCR
performance conditions.
Upon vesting, the Group will withhold an amount for an employee’s tax obligation associated with a share-based payment
and transfer that amount, in cash, to the relevant tax authority on the employee’s behalf. In 2024, two awards vested in total
under the 2018 LTIP Plan. The total tax transferred to the relevant authorities was $3.0 million (2023: $2.0 million). Of this
total, $0.8 million was in relation to employee social security contributions and $2.2 million was in relation to income tax.
35. Retirement benefit obligations
The Group operates both defined contribution and defined benefit pension plans.
The Group’s contributions under the defined contribution pension plans are determined as a percentage of individual
employees’ pensionable salaries. The expense relating to these plans for the year was $71.1 million (2023: $54.0 million).
The Group operates an unfunded defined benefit pension plan in France which is called the indemnités de fin de carrière
(retirement indemnity plan) and is pursuant to applicable French legislation and labour agreements in force in the industry.
A lump-sum payment is made to employees upon retirement based on length of service, employment category and the
employee’s final salary. The obligation is unfunded and uninsured, as is standard practice in France. Since the retirement
indemnity plan is based upon specific lengths of service, categories and values set by French legislation and collective
agreements there is no specific trust or internal governance in place for this plan.
Changes in the defined benefit obligation
The following table provides a reconciliation of the changes in the retirement benefit obligation:
2024 2023
(in $ millions) 31 Dec 31 Dec
Defined benefit obligation
At year beginning (8.4) (7.3)
Amounts (charged)/credited to the Consolidated Income Statement:
Service costs (0.8) (0.7)
Past service credit – 0.9
Interest costs (0.3) (0.3)
Sub-total (1.1) (0.1)
Remeasurement gains/(losses) recognised in Other Comprehensive Income:
Actuarial changes arising from changes in demographic assumptions
0.6
–
Actuarial changes arising from changes in financial assumptions
0.2
(0.5 )
Experience adjustments
0.1
(0.1 )
Sub-total
0.9
(0.6)
Benefits paid – –
Exchange differences
0.5
(0.4 )
At year end (8.1) (8.4)
At 31 December 2024, the retirement benefit obligation for the unfunded pension scheme of $8.1 million (2023: $8.4 million)
is recognised as a non-current liability on the Consolidated Balance Sheet.
Future cash flows
The estimated contributions expected to be paid into the defined benefit plan during 2025 are $0.3 million (2024: $0.3 million).
Significant actuarial assumptions
The principal assumptions used to determine the present value of the defined benefit obligation were as follows:
Year ended 31 December 2024
(in %)
Discount rate 3.4
Year ended 31 December 2023
(in %)
Discount rate 3.3
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Subsea 7 S.A. | Annual Report 2024
198
Sensitivity analysis
A quantitative sensitivity analysis for significant assumptions at 31 December 2024 is shown below. The sensitivity analysis
has been determined based on a method that extrapolates the impact on the net defined benefit obligation
((increase)/decrease) as a result of reasonable changes in key assumptions occurring at the end of the reporting period.
(in $ millions)
Discount rate
Sensitivity level
0.25% increase
0.25% decrease
Impact on the net defined benefit obligation
0.3
(0.3)
36. Deferred revenue
2024 2023
At (in $ millions) 31 Dec 31 Dec
Advances received from clients
27.1
3.9
Advances received from clients include amounts received before the related work is performed on day-rate contracts and
amounts paid by clients in advance of work commencing on fixed-price contracts.
37. Events after the reporting period
Proposed Combination of Subsea7 and Saipem
On 23 February 2025, Subsea 7 S.A. announced an agreement in principle on the key terms of the proposed merger with
Saipem S.p.A. In accordance with the memorandum of understanding signed between Saipem S.p.A. and Subsea 7 S.A.,
Subsea 7 S.A. shareholders will receive 6.688 Saipem S.p.A. shares for each Subsea 7 S.A. share held, and an extraordinary
dividend for an amount equal to €450 million will be distributed immediately prior to completion. Subsea 7 S.A. and Saipem
S.p.A. shareholders will own 50% each of the issued share capital of the combined company. The completion of the proposed
combination is anticipated to occur in the second half of 2026, following completion of confirmatory due diligence, the
approval of the final terms of the proposed combination by the Board of Directors of Subsea 7 S.A. and Saipem S.p.A.,
the execution of a satisfactory merger agreement, and relevant corporate and regulatory approvals.
Dividend
At the Annual General Meeting on 8 May 2025, the Board of Directors will propose that shareholders approve a cash
dividend of NOK 13.00 per share, equating to approximately $350 million, payable in two equal instalments in May and
November 2025.
Subsea 7 S.A. | Annual Report 2024
199
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
38. Wholly-owned subsidiaries
Subsea 7 S.A. had the following wholly-owned subsidiaries at 31 December 2024.
Name
Registered in
Nature of business
4Subsea AS
Norway
General Trading
4Subsea Astori AS
Norway
General Trading
4Subsea Do Brasil Projetos e Servicos de Integridade Subsea Ltda
Brazil
General Trading
4Subsea UK Limited
United Kingdom
General Trading
Acergy B.V.
Netherlands
Holding
Acergy France S.A.S.
France
General Trading
Acergy Holdings (Gibraltar) Limited
(a)
Gibraltar
Special Purpose
Aquarius Solutions Inc.
Canada
General Trading
Astori Sp. z.o.o
Poland
General Trading
Evolv Energies Limited (formerly Aurora Environmental Limited)
United Kingdom
General Trading
Marinza S.A. (formerly ENMAR S.A.)
Mozambique
General Trading
Nigerstar 7 FZE
Nigeria
General Trading
Nigerstar 7 Limited
Nigeria
General Trading
Ocean Geo Solutions, Inc.
US
General Trading
Pelagic Nigeria Limited
Nigeria
Holding
Pioneer Lining Technology Limited
United Kingdom
General Trading
PT. Subsea 7 Manufaktur Indonesia
Indonesia
General Trading
Seaway 7 AS
Norway
Holding
Seaway 7 Chartering AS
Norway
General Trading
Seaway 7 Denmark A/S
Denmark
General Trading
Seaway 7 Engineering B.V.
Netherlands
General Trading
Seaway 7 Germany GmbH (formerly Seaway Offshore Cables GmbH)
Germany
General Trading
Seaway 7 Heavy Transport AS
Norway
General Trading
Seaway 7 Holding NL B.V.
Netherlands
Holding
Seaway 7 Management AS
Norway
General Trading
Seaway 7 Norway AS
Norway
General Trading
Seaway 7 Offshore Contractors B.V.
Netherlands
General Trading
Seaway 7 Offshore Crew B.V.
Netherlands
General Trading
Seaway 7 Offshore Installation AS (formerly VOI Option 1-4 AS)
Norway
Vessel Owning
Seaway 7 Renewables UK Limited
United Kingdom
General Trading
Seaway 7 Treasury Limited
United Kingdom
Special Purpose
Seaway 7 UK Limited
United Kingdom
General Trading
Seaway 7 US Inc. (formerly SHL Contracting US Inc.)
US
General Trading
Seaway 7 Vessels B.V.
Netherlands
Vessel Owning
Seaway Aimery AS
Norway
Vessel Owning
Seaway Albatross AS
Norway
Vessel Owning
Seaway Alfa Lift AS (formerly OHT Alfa Lift AS)
Norway
Vessel Owning
Seaway Eagle AS
Norway
Vessel Owning
Seaway Falcon AS
Norway
Vessel Owning
Seaway Hawk AS
Norway
Vessel Owning
Seaway Heavy Lifting Contracting Limited
Cyprus
General Trading
Seaway Heavy Lifting Holding Limited
Cyprus
Holding
Seaway Heavy Lifting Limited
Cyprus
General Trading
Seaway Heavy Lifting Shipping Limited
Cyprus
Vessel Owning
Seaway Moxie AS
Norway
Vessel Owning
Seaway Offshore Cables Limited
United Kingdom
General Trading
Seaway Osprey AS
Norway
Vessel Owning
Seaway Phoenix AS
Norway
Vessel Owning
Seaway Swan AS
Norway
Special Purpose
Seaway Ventus AS
Norway
Special Purpose
Sevenseas Contractors S. de R.L. de C.V.
Mexico
General Trading
SHL Contracting Germany GmbH
Germany
General Trading
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Subsea 7 S.A. | Annual Report 2024
200
Name
Registered in
Nature of business
SHL Stanislav Yudin Limited
Cyprus
Vessel Owning
SO France S.A.
France
Special Purpose
Subsea 7 (Guyana) Incorporated
Guyana
General Trading
Subsea 7 (ME) Pte Limited
Singapore
General Trading
Subsea 7 (Singapore) Pte Limited
Singapore
General Trading
Subsea 7 (Trinidad & Tobago) Limited
Trinidad & Tobago
Dormant
Subsea 7 (UK Service Company) Limited
(a)
United Kingdom
Corporate Service
Subsea 7 (US) LLC
US
General Trading
Subsea 7 Angola S.A.S.
France
Special Purpose
Subsea 7 Asia Pacific Sdn Bhd
Malaysia
Special Purpose
Subsea 7 Australia Contracting Pty Ltd
Australia
General Trading
Subsea 7 Blue Space Limited
United Kingdom
General Trading
Subsea 7 Blue Space Investments S.A.S.
France
General Trading
Subsea 7 Canada Inc.
Canada
General Trading
Subsea 7 Chartering (UK) Limited
United Kingdom
General Trading
Subsea 7 Crewing Limited
United Kingdom
Special Purpose
Subsea 7 Crewing Services Pte. Ltd.
Singapore
General Trading
Subsea 7 Deep Sea Limited
United Kingdom
General Trading
Subsea 7 do Brasil Serviços Ltda
Brazil
General Trading
Subsea 7 Engineering France S.A.S.
France
General Trading
Subsea 7 Engineering Limited
United Kingdom
General Trading
Subsea 7 Finance (UK) PLC
United Kingdom
Special Purpose
Subsea 7 Holding Inc.
Cayman Islands
Holding
Subsea 7 Holding Norway AS
Norway
Holding
Subsea 7 Holdings (UK) Limited
United Kingdom
Holding
Subsea 7 Holdings (US) Inc.
US
Holding
Subsea 7 International Contracting Limited
United Kingdom
General Trading
Subsea 7 International Holdings (UK) Limited
(a)
United Kingdom
Holding
Subsea 7 i-Tech Limited
United Kingdom
General Trading
Subsea 7 i-Tech Mexico S. de R.L. de C.V.
Mexico
General Trading
Subsea 7 i-Tech US Inc.
US
General Trading
Subsea 7 Korea Co., Ltd
South Korea
General Trading
Subsea 7 Limited
United Kingdom
General Trading
Subsea 7 Luanda Ltd
(b)
Gibraltar
General Trading
Subsea 7 Marine (US) Inc.
US
Dormant
Subsea 7 Marine LLC
US
General Trading
Subsea 7 Mexico S. de R.L. de C.V.
Mexico
General Trading
Subsea 7 Middle East FZ-LLC
United Arab Emirates
Special Purpose
Subsea 7 Moçambique, Limitada
Mozambique
General Trading
Subsea 7 Navica AS
Norway
Vessel Owning
Subsea 7 Nigeria Limited
Nigeria
General Trading
Subsea 7 NL B.V.
Netherlands
General Trading
Subsea 7 Norway AS
Norway
General Trading
Subsea 7 Offshore Resources (UK) Limited
United Kingdom
Vessel Owning
Subsea 7 Pipeline Production Limited
United Kingdom
General Trading
Subsea 7 Port Isabel LLC
US
General Trading
Subsea 7 Portugal Unipessoal Limitada
Portugal
General Trading
Subsea 7 Saudi Arabia Limited
Saudi Arabia
General Trading
Subsea 7 Sénégal SAS
Senegal
General Trading
Subsea 7 Services (Singapore) Pte Limited
Singapore
General Trading
Subsea 7 Servicos Offshore S.A.
Brazil
Holding
Subsea 7 Shipping Limited
(b)
Isle of Man
Vessel Owning
Subsea 7 S.A. | Annual Report 2024
201
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
38. Wholly-owned subsidiaries continued
Name
Registered in
Nature of business
Subsea 7 Singapore Contracting Pte Limited
Singapore
General Trading
Subsea 7 Treasury (UK) Limited
United Kingdom
Special Purpose
Subsea 7 Vessel Owner AS
Norway
Vessel Owning
Subsea 7 West Africa Contracting Limited
United Kingdom
General Trading
Subsea Seven Doha Oil & Gas Services and Trading LLC
Qatar
General Trading
Swagelining Limited
United Kingdom
General Trading
Tartaruga Insurance Limited
Isle of Man
Special Purpose
Thames International Enterprise Limited
United Kingdom
Special Purpose
VOI Vessel 2 AS
Norway
Special Purpose
Xodus Academy Limited
United Kingdom
General Trading
Xodus DMCC
United Arab Emirates General Trading
Xodus Greenfuel Development Company Pty Ltd
Australia
Special Purpose
Xodus Green Light Pty Limited
Australia
General Trading
Xodus Group A/S
Norway
Dormant
Xodus Group B.V.
Netherlands
General Trading
Xodus Group Consultants Sdn. Bhd
Malaysia
General Trading
Xodus Group Doha LLC
Qatar
General Trading
Xodus Group (Holdings) Limited
United Kingdom
Holding
Xodus Group Inc
US
General Trading
Xodus Group Japan
Japan
General Trading
Xodus Group Limited
United Kingdom
General Trading
Xodus Group Pty Limited
Australia
General Trading
ZNM Nigeria Limited
Nigeria
Dormant
(a) Wholly-owned subsidiaries directly owned by the parent company, Subsea 7 S.A.
(b) UK tax resident.
For all entities, except for those identified in note (b), the principal place of business is consistent with the place
of registration.
All subsidiary undertakings are included in the Consolidated Financial Statements of the Group. The proportion of the voting
rights in the subsidiary undertakings held directly by the immediate parent company does not differ from the proportion of
shares held. The parent company does not have any shareholdings in the preference shares of subsidiary undertakings
included in the Group.
Details of the addresses of the registered office of each of the wholly-owned subsidiaries are available on request from
Subsea 7 S.A., registered office, 412F, route d’Esch, L-1471 Luxembourg.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Subsea 7 S.A. | Annual Report 2024
202
ADDITIONAL INFORMATION -
ALTERNATIVE PERFORMANCE
MEASURES (APMs)
The Group utilises Alternative Performance Measures (APMs) when evaluating financial performance, financial position and cash flows
which are not defined or specified under International Financial Reporting Standards (IFRS), as adopted by the EU. Management
considers these non-IFRS measures, which are not a substitute for nor superior to IFRS measures, provide stakeholders with additional
information to further understand the Group’s financial performance, financial position and cash flows.
APM Description
Closest equivalent
IFRS measure
Adjustments to reconcile to
primary financial statements Rationale for utilising APM
Income Statement APMs
Adjusted
EBITDA and
Adjusted
EBITDA
margin
Adjusted earnings
before interest, taxation,
depreciation and
amortisation represents
net income/(loss)
before additional
specific items that are
considered to impact
the comparison of the
Group’s performance
either period-on-period
or with other
businesses.
Adjusted EBITDA
margin is defined as
Adjusted EBITDA
divided by revenue,
expressed as a
percentage.
Net
income/(loss)
Net income/(loss) adjusted to exclude
depreciation and amortisation costs,
including amortisation of prepaid
mobilisation expenses and amortisation
of intangible assets, impairment charges
or impairment reversals, gains and
losses on disposal of property,
plant and
equipment and maturity of lease
liabilities, finance income,
remeasurement gains and losses on
business combinations,
other gains and
losses (including foreign exchange
gains and losses, gains on disposal of
subsidiaries, gains and losses resulti
ng
from remeasurement of contingent
consideration, gains on distributions and
bargain purchase gains on business
combinations), finance costs and
taxation.
Adjusted EBITDA and Adjusted
EBITDA margin are important indicators
of the operational strength and the
performance of
the Group and provide
a meaningful comparative for its
business units. The presentation of
Adjusted EBITDA is also useful as it is
similar to measures used by compani
es
within Subsea7’s peer group. Adjusted
EBITDA margin may also be a useful
ratio to compare performance to the
Group’s competitors and is widely
used by shareholders and analysts.
Notwithstanding the foregoing,
Adjusted EBITDA and Adjusted EBITDA
margin as presented by the Group may
not be comparable to similarly titled
measures reported by other companies.
Effective tax
rate
(ETR)
The effective tax
rate is expressed as a
percentage, calculated
as the taxation
expense/(credit) divided
by the income/(loss)
before taxes.
Taxation n/a Provides a useful and relevant
measure of the effectiveness of
the
Group’s tax strategy and
tax planning.
Balance Sheet APM
Net
cash/(debt)
excluding
lease liabilities
and
net
cash/(debt)
including lease
liabilities
Net cash/(debt) is
defined as cash and
cash equivalents less
borrowings. The Group
utilises both net cash/
(debt) excluding lease
liabilities and net cash/
(debt) including lease
liabilities as financial
position measures.
No direct
equivalent
Calculated as cash and cash
equivalent less borrowings (current
and non
-current). The measure may
exclude lease liabilities (current and
non-current) or include them.
Net cash/(debt) provides a
meaningful and reliable basis
to
evaluate the financial strength
and liquidity of the Group.
Cash flow APMs
Cash
conversion
Cash conversion is
defined as net cash
generated from/(used
in) operating activities,
add back income taxes
paid, divided by
Adjusted EBITDA.
No direct
equivalent
Calculated as net cash generated
from/(used in) operating activities
in
the Group’s Consolidated
Cash Flow Statement, add back
income taxes paid and divide
by Adjusted EBITDA.
Cash conversion is a financial
management tool to determine
the
efficiency of the Group’s
ability to generate cash from
its operating activities.
Free cash flow Free cash flow is
defined as net cash
generated from/(used
in) operating activities
less purchases
of property, plant
and equipment
and intangible assets.
No direct
equivalent
Calculated as net cash generated
from/(used in) operating
activities
from the Group’s Consolidated
Cash Flow Statement less
purchases of property, plant and
equipment and intangible assets.
Free cash flow is a relevant
metric for shareholders and
analysts when determining
cash
available to the Group to
invest or potentially distribute.
Subsea 7 S.A. | Annual Report 2024
203
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
APM Description
Closest equivalent
IFRS measure
Adjustments to reconcile to
primary financial statements Rationale for utilising APM
Other APMs
Backlog Backlog represents
expected future
revenue from projects.
Awards to associates
and joint ventures are
excluded from backlog
figures, unless
otherwise stated.
Despite being a non-
IFRS term, the Group
recognises backlog
in accordance with the
requirements of IFRS
15, ‘Revenue from
Contracts with
Customers’, which
represents revenue
expected to be
recognised in the
future related to
performance
obligations which are
unsatisfied, or partially
unsatisfied, at
the reporting date.
Transaction
price allocated
to the remaining
performance
obligations
n/a Utilising the term backlog is in
accordance with expected industry-
wide terminology. It is similarly
used by companies within Subsea7’s
peer group and is a helpful term for
those evaluating companies within
Subsea7’s industry. Backlog may also
be useful to compare performance
with competitors and is widely used
by shareholders and analysts.
Notwithstandin
g this, backlog
presented by the Group may
not be comparable to similarly
titled measures reported by
other companies.
Order intake Order intake
represents new
project awards plus
variation orders on
existing projects.
No direct
equivalent
n/a Order intake is in accordance with
expected industry-wide terminology
and primarily enables the book-to-bill
APM to be calculated.
Book-to-bill
ratio
Book-to-bill ratio
represents total
order intake divided
by revenue for the
reporting period.
No direct
equivalent
n/a The book-to-bill metric is widely used
in the energy sector by shareholders
and analysts and
is a helpful term for
those evaluating companies within
Subsea7’s industry. Notwithstanding
this, the book
-to-bill ratio presented
by the Group may not be comparable
to similarly titled measures reported
by other companies.
ADDITIONAL INFORMATION – ALTERNATIVE PERFORMANCE MEASURES CONTINUED
Subsea 7 S.A. | Annual Report 2024
204
APM calculations
Reconciliation of net operating income to Adjusted EBITDA and Adjusted EBITDA margin
For the year ended (in $ millions)
2024
31 Dec
(Unaudited)
2023
31 Dec
(Unaudited)
Net operating income
445.5 104.7
Depreciation, amortisation and mobilisation
622.5 538.0
Impairment of goodwill
6.2 –
Impairment of property, plant and equipment and intangible assets
15.8 96.8
Impairment reversal of property, plant and equipment
– (25.9)
Net loss on disposal of property, plant and equipment and maturity of
lease liabilities
0.1 0.8
Adjusted EBITDA
1,090.1 714.4
Revenue
6,837.0 5,973.7
Adjusted EBITDA margin
15.9% 12.0%
Reconciliation of net income to Adjusted EBITDA and Adjusted EBITDA margin
For the year ended (in $ millions)
2024
31 Dec
(Unaudited)
2023
31 Dec
(Unaudited)
Net income
216.6 10.0
Depreciation, amortisation and mobilisation
622.5 538.0
Impairment of goodwill
6.2 –
Impairment of property, plant and equipment and intangible assets
15.8 96.8
Impairment reversal of property, plant and equipment
– (25.9)
Net loss on disposal of property, plant and equipment and maturity
of lease liabilities
0.1 0.8
Finance income
(24.4) (25.2)
Other gains and losses
0.5 (21.3)
Finance costs
101.2 71.2
Taxation
151.6 70.0
Adjusted EBITDA
1,090.1 714.4
Revenue
6,837.0 5,973.7
Adjusted EBITDA margin
15.9% 12.0%
Effective tax rate
For the year ended (in $ millions)
2024
31 Dec
(Unaudited)
2023
31 Dec
(Unaudited)
Taxation
(151.6)
(70.0)
Income before taxation
368.2 80.0
Effective tax rate (percentage)
41.2% 87.5%
Net debt excluding lease liabilities and net debt including lease liabilities
At (in $ millions)
2024
31 Dec
(Unaudited)
2023
31 Dec
(Unaudited)
Cash and cash equivalents
575.3 750.9
Total borrowings
(722.0)
(844.9)
Net debt excluding lease liabilities
(146.7)
(94.0)
Total lease liabilities
(454.9)
(458.3)
Net debt including lease liabilities
(601.6)
(552.3)
Subsea 7 S.A. | Annual Report 2024
205
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS GLOSSARY
Cash conversion
For the year ended (in $ millions)
2024
31 Dec
(Unaudited)
2023
31 Dec
(Unaudited)
Cash generated from operating activities
931.4 660.0
Taxes paid
77.0 83.5
1,008.4 743.5
Adjusted EBITDA 1,090.1 714.4
Cash conversion 0.9x 1.0x
Free cash flow
For the year ended (in $ millions)
2024
31 Dec
(Unaudited)
2023
31 Dec
(Unaudited)
Cash generated from operating activities 931.4 660.0
Purchases of property, plant and equipment and intangible assets (348.7) (581.2)
Free cash flow 582.7 78.8
Backlog
The IFRS 15 ‘Revenue from Contracts with Customers’ disclosure in relation to remaining performance obligations is
contained in Note 21 ‘Construction contracts’. Unless otherwise stated, backlog and remaining performance obligations, as
required by IFRS 15, will be the same number. Backlog by year of execution is as follows:
At (in $ millions)
2024
31 Dec
(Unaudited)
2023
31 Dec
(Unaudited)
Total backlog 11,174.7 10,586.8
Expected year of utilisation:
2024 – 5,702.7
2025 5,811.5 3,764.2
2026 3,355.2 1,030.3
2027 1,529.2 89.6
2028 and thereafter 478.8 –
Backlog reconciliation
For the year ended (in $ millions)
2024
31 Dec
(Unaudited)
2023
31 Dec
(Unaudited)
At year beginning 10,586.8 9,007.6
Order intake 8,175.6 7,443.7
Revenue (6,837.0) (5,973.7)
Effect of foreign exchange rate movements
(750.7)
109.2
At year end 11,174.7 10,586.8
Order intake
For the year ended (in $ millions)
2024
31 Dec
(Unaudited)
2023
31 Dec
(Unaudited)
New project awards 6,719.1 4,824.6
Escalations on existing projects 1,456.5 2,619.1
Order intake 8,175.6 7,443.7
Book-to-bill ratio
For the year ended (in $ millions)
2024
31 Dec
(Unaudited)
2023
31 Dec
(Unaudited)
Order intake 8,175.6 7,443.7
Revenue 6,837.0 5,973.7
Book-to-bill ratio 1.2x 1.2x
ADDITIONAL INFORMATION – ALTERNATIVE PERFORMANCE MEASURES CONTINUED
Subsea 7 S.A. | Annual Report 2024
206
SUBSEA 7 S.A. FINANCIAL
STATEMENTS AND REPORT
OF THE RÉVISEUR
D’ENTREPRISES AGRÉÉ
FOR YEAR ENDED
31 DECEMBER 2024
412F, route d’Esch
L-1471
Luxembourg
R.C.S. Luxembourg No. B43172
Page
Report of the Réviseur d’Entreprises Agréé
208
Balance Sheet
212
Profit and Loss Account
213
Notes to the Financial Statements
214
Subsea 7 S.A. | Annual Report 2024
207
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS
GLOSSARY
To the Shareholders of
Subsea 7 S.A.
412F, route d’Esch
L-1471 Luxembourg
Report on the audit of the financial statements
Opinion
We have audited the Financial Statements of Subsea 7 S.A. (the “Company”), included in pages 212 to 220, which comprise
the Balance Sheet as at 31 December 2024, the Profit and Loss account for the year then ended, and the notes to the
financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying Financial Statements give a true and fair view of the financial position of the Company as
at 31 December 2024, and of the results of its operations for the year then ended in accordance with Luxembourg legal and
regulatory requirements relating to the preparation and presentation of the financial statements.
Basis for opinion
We conducted our audit in accordance with EU Regulation N° 537/2014, the Law of 23 July 2016 on the audit profession
(“Law of 23 July 2016”) and with International Standards on Auditing (“ISAs”) as adopted for Luxembourg by the
“Commission de Surveillance du Secteur Financier” (“CSSF”). Our responsibilities under the EU Regulation Nº 537/2014,
the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the “Responsibilities of
the “réviseur d’entreprises agréé” for the audit of the Financial Statements” section of our report. We are also independent
of the Company in accordance with the International Code of Ethics for Professional Accountants, including International
Independence Standards, issued by the International Ethics Standards Board for Accountants (“IESBA Code”) as adopted
for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the Financial
Statements, and have fulfilled our other ethical responsibilities under those ethical requirements. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
REPORT OF THE RÉVISEUR D’ENTREPRISES AGRÉÉ
Subsea 7 S.A. | Annual Report 2024
208
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
Financial Statements of the current period. These matters were addressed in the context of the audit of the Financial
Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter: Impairment of investments in affiliated undertakings
Description of key
audit matter:
Subsea 7 S.A., as ultimate parent of the Group, holds shares in affiliated undertakings
Acergy Holdings (Gibraltar) Limited, Subsea 7 International Holdings (UK) Limited, Subsea 7
(UK Service Company) Limited and Seaway 7 AS amounting to an aggregate of $1,842.2 million
at 31 December 2024 as disclosed in Note 3 to the Annual Accounts, inclusive of a value
adjustment thereon of $10.5 million recognised during the year.
As stated in Note 2 to the Annual Accounts, the Company performs an annual review of the
carrying amounts of individual investments with any resulting impairments or impairment
reversals reflected in the Profit and Loss account in the relevant period.
Investments in affiliated undertakings are subject to an impairment test when impairment
indicators are identified. The estimated recoverable amount is calculated as the higher of the
value-in-use or fair value less costs to sell. The outcome of the impairment review could vary
significantly if different assumptions were applied in the valuation model.
The key factors are:
• the Adjusted EBITDA assumptions taken from the Group’s most recent budgets and plans
for the next five years (the “Plan”);
• the Adjusted EBITDA forecasts and long-term growth rate used beyond the period covered
by the Plan given the significance of the terminal value cash flows to the total value-in-use,
also considering the expected impact of climate change;
• the pre-tax discount rate applied to future cash flows.
Impairment of shares in affiliated undertakings is considered a key audit matter because of
the significant judgement involved regarding the assessment of their recoverable amount.
Our response:
Our audit procedures in relation to the valuation of the investments in affiliated undertakings
included, among others:
We assessed management’s impairment testing by obtaining the supporting model and
assessing the methodology and key assumptions made:
• Adjusted EBITDA forecasts – we evaluated management’s Adjusted EBITDA forecasts and
tested the underlying values used in the calculations by comparing management’s forecast
to the latest management approved five-year plan;
• we assessed actual performance in the year against the prior year budgets to evaluate
historical forecasting accuracy;
• long-term growth rate – we compared the rates applied by management to available
externally developed rates;
• pre-tax discount rates – we involved our valuations specialists in our evaluation of the
discount rate to consider the appropriateness of the rates used;
• net assets – we agreed the net assets to the financial records of the respective
companies; and
• we tested the arithmetical accuracy of the models.
We compared the carrying amount of the investments to their recoverable amount in order to
assess whether an impairment or reversal of previously recognised impairment exists.
We assessed the adequacy and appropriateness of the disclosures in Note 2 and Note 3 of the
Annual Accounts.
Subsea 7 S.A. | Annual Report 2024
209
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS
GLOSSARY
Other information
The Board of Directors is responsible for the other information. The other information comprises the information included in
the Management Report on page 129 and the accompanying Corporate Governance Statement from pages 42 to 63 but
does not include the Financial Statements and our report of “réviseur d’entreprises agréé” thereon.
Our opinion on the Financial Statements does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the Financial Statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the Financial Statements or our knowledge obtained
in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report this fact. We have nothing to report
in this regard.
Responsibilities of the Board of Directors and of those charged with governance for the Financial
Statements
The Board of Directors is responsible for the preparation and fair presentation of the Financial Statements in accordance
with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the Financial Statements,
and for such internal control as the Board of Directors determines is necessary to enable the preparation of Financial
Statements that are free from material misstatement, whether due to fraud or error.
The Board of Directors is also responsible for presenting and marking up the Financial Statements in compliance with
the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format, as amended
(“ESEF Regulation”).
In preparing the Financial Statements, the Board of Directors is responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Responsibilities of the “réviseur d’entreprises agréé” for the audit of the Financial Statements
The objectives of our audit are to obtain reasonable assurance about whether the Financial Statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue a report of the “réviseur d’entreprises agréé” that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with EU Regulation N° 537/2014, the Law of 23 July 2016 and with the ISAs as adopted for Luxembourg by
the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these Financial Statements.
As part of an audit in accordance with EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for
Luxembourg by the CSSF, we exercise professional judgement and maintain professional scepticism throughout the audit.
We also:
• Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the Board of Directors.
• Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our report of the “réviseur d’entreprises agréé” to the related disclosures in the Financial
Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our report of the “réviseur d’entreprises agréé”. However, future events or conditions may cause
the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the Financial Statements, including the disclosures, and whether
the Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Assess whether the Financial Statements have been prepared, in all material respects, in compliance with the requirements
laid down in the ESEF Regulation.
REPORT OF THE RÉVISEUR D’ENTREPRISES AGRÉÉ CONTINUED
Subsea 7 S.A. | Annual Report 2024
210
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and communicate to them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the Financial Statements of the current period and are therefore the key audit matters.
We describe these matters in our report unless law or regulation precludes public disclosure about the matter.
Report on other legal and regulatory requirements
We have been appointed as “réviseur d’entreprises agréé” by the General Meeting of the Shareholders on 2 May 2024 and
the duration of our uninterrupted engagement, including previous renewals and reappointments, is eleven years.
The Management Report on page 129 is consistent with the Financial Statements and has been prepared in accordance
with applicable legal requirements.
The accompanying corporate governance statement on pages 42 to 63 is the responsibility of the Board of Directors. The
information required by article 68ter paragraph (1) letters c) and d) of the law of 19 December 2002 on the commercial and
companies register and on the accounting records and annual accounts of undertakings, as amended, is consistent with the
Financial Statements and has been prepared in accordance with applicable legal requirements.
We have checked the compliance of the Financial Statements of the Company as at 31 December 2024 with relevant
statutory requirements set out in the ESEF Regulation that are applicable to the Financial Statements.
For the Company, it relates to:
• Financial Statements prepared in valid xHTML format;
• The XBRL markup of the Financial Statements using the core taxonomy and the common rules on markups specified in
the ESEF Regulation.
In our opinion, the Financial Statements of the Company as at 31 December 2024, identified as 222100AIF0CBCY80AH62-
2024-12-31, have been prepared, in all material respects, in compliance with the requirements laid down in the
ESEF Regulation.
We confirm that the prohibited non-audit services referred to in EU Regulation No 537/2014 were not provided and that we
remained independent of the Company in conducting the audit.
Ernst & Young
Société anonyme
Cabinet de révision agréé
Emmanuel Mareschal
Luxembourg, 26 February 2025
Subsea 7 S.A. | Annual Report 2024
211
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS
GLOSSARY
SUBSEA 7 S.A. BALANCE SHEET
At (in $ millions) Notes
2024
31 Dec
2023
31 Dec
Assets
Fixed assets
Financial assets
Shares in affiliated undertakings
3 1,842.2 1,852.7
Current assets
Other debtors
becoming due and payable within one year
0.4 0.3
Investments
Own shares
6 62.7 31.1
Cash at bank and in hand
– –
Prepayments
0.4 0.4
Total assets
1,905.7 1,884.5
Capital, reserves and liabilities
Capital and reserves
Subscribed capital
4 599.2 608.6
Share premium account
4 628.2 697.1
Reserves
Legal reserve
4, 5 59.9 60.9
Reserve for own shares
4, 6 62.7 31.1
Profit brought forward
4 297.3 98.4
Profit or loss for the financial year
4 (69.5)
361.0
Total capital and reserves
1,577.8 1,857.1
Provisions
Provisions for pensions and similar obligations
7 18.7 5.0
Creditors
Amounts owed to affiliated undertakings
becoming due and payable within one year
8 308.7 22.0
Other creditors
Tax authorities
0.2 0.2
Other creditors
becoming due and payable within one year
0.3 0.2
Total liabilities
327.9 27.4
Total capital, reserves and liabilities
1,905.7 1,884.5
The accompanying notes on pages 214 to 220 form an integral part of the Financial Statements for Subsea 7 S.A.
Subsea 7 S.A. | Annual Report 2024
212
SUBSEA 7 S.A. PROFIT AND LOSS
ACCOUNT
For the year ended (in $ millions) Notes
2024
31 Dec
2023
31 Dec
Other operating income
9 19.9 14.5
Raw materials and consumables and other external expenses
Other external expenses
11 (1.4)
(2.8)
Staff costs
Wages and salaries
(0.1)
(0.1)
Other operating expenses
12 (74.6)
(52.7)
Income from participating interests
derived from affiliated undertakings
13 15.0 400.0
Other interest receivable and similar income
derived from affiliated undertakings
14 0.1 0.5
other interest and similar income
0.1 –
Value adjustments
in respect of financial assets and of investments held as current assets
3, 6 (16.9)
8.7
Interest payable and similar expenses
concerning affiliated undertakings
8 (11.2)
(7.0)
Other taxes
(0.4)
(0.1)
(Loss)/profit for the financial year
(69.5)
361.0
The accompanying notes on pages 214 to 220 form an integral part of the Financial Statements for Subsea 7 S.A.
Subsea 7 S.A. | Annual Report 2024
213
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS
GLOSSARY
NOTES TO THE FINANCIAL STATEMENTS
1. Organisation
Subsea 7 S.A. (the Company) is a holding company which was incorporated under the laws of Luxembourg on 10 March 1993.
The Company has been incorporated for an unlimited period of time. The Subsea 7 S.A. Group (the Group) consists of
Subsea 7 S.A. and its affiliated undertakings at 31 December 2024.
The objects of the Company are to invest in affiliated undertakings which provide subsea construction, maintenance,
inspection, survey and engineering services, predominantly for the offshore oil and gas, renewable energy, heavy lifting
and related industries. More generally, the Company is authorised to participate in any manner in all commercial, industrial,
financial and other enterprises of Luxembourg or foreign nationality through the acquisition by participation, subscription,
purchase, option or any other means of all shares, stocks, debentures, bonds or securities; and the acquisition of patents and
licences it will administer and exploit. The Company is authorised to lend or borrow with or without security, provided that any
monies so borrowed may only be used for the purpose of the Company, or companies which are affiliated undertakings of or
associated with the Company; in general it is authorised to undertake any operations directly or indirectly connected with
these objects.
The Company also prepares Consolidated Financial Statements in conformity with International Financial Reporting
Standards as issued by the International Accounting Standards Board and as adopted by the European Union; these are
shown on pages 138 to 202 and are also available at the registered office of the Company or on www.subsea7.com.
2. Significant accounting policies
The Financial Statements were prepared in accordance with Luxembourg legal and regulatory requirements. Accounting
policies and valuation rules are, besides the ones laid down by the law of 19 December 2002 as amended, determined and
applied by the Board of Directors of the Company. The Company maintains its accounting records and presents its Financial
Statements in US Dollars ($). Significant accounting policies are as follows:
2.1 Financial assets
Shares in affiliated undertakings are stated at cost less any accumulated impairment in value. An annual review of the
carrying amount is performed on an individual investment basis with resulting impairments or reversals of impairment
reflected in the Profit and Loss account in the relevant period. Earnings in investee companies are recognised when,
and to the extent that, dividends are received from affiliated undertakings and participating interests.
2.2 Own shares
Own shares are initially measured at acquisition cost and recognised as an asset with a corresponding non-distributable
reserve created from share premium. Own shares are subsequently remeasured at the lower of cost or market value using
the FIFO (First In First Out) method. They are subject to value adjustments where their recovery is compromised. These
value adjustments are reversed when the reasons for which the value adjustments were made have ceased to apply.
2.3 Translation of foreign currencies
The Company maintains its accounts in US Dollars; this is the currency in which its capital is expressed and the Financial
Statements are prepared. Amounts in foreign currencies are translated into US Dollars on the following basis:
• formation expenses, the cost of acquisition of intangible, tangible and financial fixed assets denominated in a currency
other than US Dollars, are translated at historical exchange rates;
• all other assets denominated in a currency other than US Dollars are valued individually at the lower of their values
translated into US Dollars at their historical exchange rate or exchange rate prevailing at the balance sheet date;
• all liabilities denominated in a currency other than US Dollars are valued individually at the higher of their values translated
at historical exchange rate or exchange rate prevailing at the balance sheet date; and
• revenue and expenses denominated in a currency other than US Dollars are translated into US Dollars at the exchange
rates applicable on the day on which they are collected or disbursed.
Only realised foreign exchange gains and losses and unrealised foreign exchange losses are recognised in the Profit and
Loss account.
2.4 Share-based payments
Awards made under the Group’s Long Term Incentive Plans, in the form of equity-settled share-based payments, are
satisfied by the Company on behalf of its affiliated undertakings. The costs associated with these awards are recognised
on the date of issuance to the employees and recorded in the Profit and Loss account as an adjustment to the value of
own shares.
At 31 December 2024, a provision of $18.7 million for awards potentially vesting in future periods was recognised.
Subsea 7 S.A. | Annual Report 2024
214
2.5 Parent company guarantees
The Company issues parent company guarantees (PCGs) to third parties on behalf of its direct and indirect affiliated
undertakings where requested. The Company receives a fee in respect of the PCGs issued, which is recorded as other
operating income within the Profit and Loss account. This income is recognised on a straight-line basis over the period
of the guarantee.
2.6 Interest payable and receivable
Amounts owed to and owed by affiliated undertakings bear interest at commercial rates.
2.7 Other debtors
Other debtors are recognised initially at nominal amount. Provisions for value adjustments is made when there is objective
evidence that the Company may not be able to collect all of the amounts due. Bad debts are written off where necessary.
2.8 Amounts owed to affiliated undertakings and other creditors
Amounts owed to affiliated undertakings and other creditors are stated at nominal amount.
3. Financial assets
(in $ millions)
Shares in affiliated
undertakings
Cost
At 31 December 2023
3,526.5
At 31 December 2024
3,526.5
Accumulated value adjustments
At 31 December 2023
(1,673.8)
Value adjustments for the year
(10.5)
At 31 December 2024
(1,684.3)
Carrying amount
At 31 December 2023
1,852.7
At 31 December 2024
1,842.2
A review of the carrying amount of the financial assets was performed at 31 December 2024 which resulted in a value
adjustment of $10.5 million being recognised in relation to the Company’s shares held in Acergy Holdings (Gibraltar) Limited
(2023: $11.0 million reversal of value adjustments).
Shares in affiliated undertakings
Percentage held Carrying amount (in $ millions)
Name of company Registered in 2024 2023 2024 2023
Acergy Holdings (Gibraltar) Limited
Gibraltar 100% 100% 121.2 131.7
Subsea 7 International Holdings (UK) Limited
UK 100% 100% 1,501.5 1,501.5
Subsea 7 (UK Service Company) Limited
UK 100% 100% 79.9 79.9
Seaway 7 AS
Norway 28% 28% 139.6 139.6
Total shares in affiliated undertakings
1,842.2 1,852.7
The capital, reserves and profit and loss of the affiliated undertakings of the Company are included within the Annual Report
of Subsea 7 S.A. as shown on pages 200 to 202, and the Company has applied the exemption, in accordance with article
67.3b of the law of 19 December 2002, to not disclose this information.
Subsea 7 S.A. | Annual Report 2024
215
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS
GLOSSARY
4. Capital and reserves
(in $ millions)
Subscribed
capital
Share
premium
account
Legal
reserve
Reserve
for own
shares
Profit brought
forward
Profit or (loss)
for the
financial year Total
Balance at 1 January 2023
600.0 688.5 60.0 75.0 91.6 7.7 1,522.8
Allocation of the result
– – – – 7.7 (7.7)
–
Share cancellation
(11.4)
(30.2) – – – – (41.6)
Share issuance
20.0 107.0 – – – – 127.0
Increase of legal reserve
– – 0.9 – (0.9)
– –
Dividends declared
– (112.1)
– – – – (112.1)
Net movement of own shares (Note 6)
– 43.9 – (43.9)
– – –
Profit for the financial year
– – – – – 361.0 361.0
Balance at 31 December 2023
608.6 697.1 60.9 31.1 98.4 361.0 1,857.1
Allocation of the result
– – – – 361.0 (361.0)
–
Share cancellation
(9.4)
(37.3) – – – – (46.7)
Decrease of legal reserve
– – (1.0)
– 1.0 – –
Dividends declared
– – – – (163.1)
– (163.1)
Net movement of own shares (Note 6)
– (31.6)
– 31.6 – – –
Loss for the financial year
– – – – – (69.5)
(69.5)
Balance at 31 December 2024
599.2 628.2 59.9 62.7 297.3 (69.5)
1,577.8
At 31 December 2024, the authorised share capital comprised 450,000,000 $2.00 common shares (2023: 450,000,000
$2.00 common shares) and 299,600,000 common shares were outstanding (2023: 304,294,272).
A dividend of NOK 6.00 per share was approved by the shareholders of the Company at the Annual General Meeting on
2 May 2024, which was paid from the profit brought forward in two equal instalments on 14 May 2024 and 7 November 2024.
During the year ended 31 December 2024, the increase in the reserve for own shares of $31.6 million was largely
represented by shares repurchased of $87.3 million partly offset by shares cancelled of $46.7 million.
5. Legal reserve
Luxembourg law requires that 5% of the Company’s unconsolidated net income is allocated to a legal reserve annually, prior
to declaration of dividends. This requirement continues until the reserve is 10% of its issued share capital at nominal value,
after which no further allocations are required until further issuance of shares. The legal reserve may also be satisfied by
allocation of the required amount at the issuance of shares or by a transfer from share premium. The legal reserve is not
distributable.
6. Reserve for own shares
2024
Number of
shares
2024
in $ millions
2023
Number of
shares
2023
in $ millions
At year beginning
3,839,804 31.1 9,794,267 75.0
Shares cancelled
(4,694,272)
(46.7) (5,681,967) (41.6)
Shares reallocated relating to share-based payments
(331,560)
(2.6) (272,496) (2.3)
Shares repurchased
5,172,092 87.3 – –
Value adjustment
– (6.4)
– –
Balance at year end
3,986,064 62.7 3,839,804 31.1
At 31 December 2024, the Company directly held 3,986,064 (2023: 3,839,804) own shares representing 1.33% (2023: 1.26%)
of the total number of issued shares.
During the year ended 31 December 2024, 4,694,272 shares representing 1.57% of the total number of issued shares were
cancelled. In addition, 331,560 (2023: 272,496) shares representing 0.11% (2023: 0.09%) of the total number of issued
shares were reallocated for $nil consideration to employees of the Subsea7 Group to satisfy share awards under the 2018
Long Term Incentive Plan. 5,172,092 shares were repurchased during the year, representing 1.73% of the total number of
issued shares.
A review of the carrying amount of own shares was performed at 31 December 2024; resulting in a downward value
adjustment of $6.4 million (2023: no value adjustment).
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
Subsea 7 S.A. | Annual Report 2024
216
7. Provisions
Provision for pensions and similar obligations
At (in $ millions)
2024
31 Dec
2023
31 Dec
Provision for share-based payments vesting in future period
18.7 5.0
At 31 December 2024, a provision of $18.7 million was recognised to reflect the Company’s expectation of the number of
performance shares which will vest under the 2018 and 2022 Long Term Incentive Plans.
During the year ended 31 December 2024, $2.6 million of the provision was utilised to satisfy charges in respect of share-
based compensation. In the prior year, an amount of $2.3 million was recognised directly in the Profit and Loss account.
8. Amounts owed to affiliated undertakings
Becoming due and payable within one year
At (in $ millions)
2024
31 Dec
2023
31 Dec
Amounts owed to affiliated undertakings
308.7 22.0
Amounts owed to affiliated undertakings were mainly related to amounts due to Subsea 7 Treasury (UK) Limited under
the terms of the Group’s internal working capital agreement. During the year ended 31 December 2024, interest costs
of $11.2 million were recognised by the Company (2023: $7.0 million).
9. Other operating income
For the year ended (in $ millions)
2024
31 Dec
2023
31 Dec
Parent company guarantee income
19.9 14.5
10. Commitments and guarantees
The Company arranges bank guarantees, which collectively refer to bank guarantees, performance bonds, tendering bonds,
advance payment bonds, guarantees or standby letters of credit in respect of the performance obligations certain of its
affiliated undertakings have to their clients.
Facilities
Multi-currency revolving credit and guarantee facility
On 15 June 2022, the Group entered into a $700 million multi-currency revolving credit and guarantee facility with a five-year
tenor, with two one-year extension options. The facility is available in a combination of guarantees, up to a limit of
$200 million, and cash drawings, or in full for cash drawings. The facility is guaranteed by the Company and Subsea 7
Finance (UK) PLC, a wholly-owned subsidiary of the Group. During the year, the Group secured a one-year extension to the
multi-currency revolving credit and guarantee facility which will now mature in June 2029. The facility size reduced from
$700 million to $600 million in September 2024 and will reduce further to $500 million in June 2028 until maturity in June
2029. The facility was unutilised at 31 December 2024.
The South Korean Export Credit Agency (ECA) facility
In July 2015, the Group entered into a $357 million senior term loan facility secured on two vessels owned by the Group.
The facility is provided 90% by an Export Credit Agency (ECA) and 10% by two banks and is available for general corporate
purposes. The ECA tranche has a 12-year maturity and a 12-year amortising profile. The commercial tranche initially had
a five-year maturity and a 15-year amortising profile, which commenced in April 2017. The commercial tranche was refinanced
during November 2021, now maturing in January 2027, while retaining the original amortising profile. The facility is
guaranteed by the Company. At 31 December 2024, the amount outstanding under the facility was $110.6 million
(2023: $135.2 million).
UK Export Finance (UKEF 2021) facility
On 24 February 2021, the Group entered into a $500 million five-year amortising committed loan facility backed by a
$400 million guarantee from UK Export Finance. The facility has a five-year tenor which commenced when the facility
was fully drawn. The facility can be used for general corporate purposes, including to provide working capital financing for
services provided from the UK. The facility is guaranteed by the Company. At 31 December 2024, the amount outstanding
under the facility, net of facility fees, was $321.7 million (2023: $420.5 million).
Subsea 7 S.A. | Annual Report 2024
217
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS
GLOSSARY
10. Commitments and guarantees continued
2023 UK Export Finance (UKEF 2023) facility
On 27 July 2023, the Group entered into a $450 million five-year amortising loan facility backed by a $360 million guarantee
from UK Export Finance. The Group has a two-year availability period during which to draw on the facility, and the facility has
a five-year tenor which commences the earlier of availability period expiry or when the facility is fully drawn. The lenders have
classified the facility as a green loan as the funds are for use within the Group’s Renewables business unit. The facility is
guaranteed by the Company and Subsea 7 Finance (UK) PLC, a wholly-owned subsidiary of the Group. At 31 December
2024, the amount outstanding under the facility, net of facility fees, was $289.4 million (2023: $288.9 million).
Utilisation of facilities
At (in $ millions)
2024
31 Dec
Utilised
2024
31 Dec
Unutilised
2024
31 Dec
Total
2023
31 Dec
Utilised
2023
31 Dec
Unutilised
2023
31 Dec
Total
Committed borrowing facilities
728.0 757.6 1,485.6 852.6 857.6 1,710.2
Other facilities
In addition to the above there are a number of uncommitted, unsecured bi-lateral guarantee arrangements in place in order
to provide specific geographical coverage. The utilisation of these facilities at 31 December 2024 was $2.1 billion
(2023: $2.2 billion).
11. Other external expenses
For the year ended (in $ millions)
2024
31 Dec
2023
31 Dec
Administrative expenses
1.2 2.6
Statutory audit fees
0.2 0.2
Total
1.4 2.8
12. Other operating expenses
For the year ended (in $ millions)
2024
31 Dec
2023
31 Dec
Corporate allocation and shareholders’ costs
57.3 46.8
Provision for share-based payments which may vest in future periods
16.3 5.0
Other operating expenses
1.0 0.9
Total
74.6 52.7
13. Income from participating interests derived from affiliated undertakings
On 13 November 2024, the Company received a dividend of $15.0 million from Acergy Holdings (Gibraltar) Ltd.
(2023: $400.0 million from Subsea 7 International Holdings (UK) Limited). Consideration for this transaction was settled
under, and in line with the terms of, the Group’s internal working capital agreement.
14. Other interest receivable and similar income derived from affiliated undertakings
For the year ended (in $ millions)
2024
31 Dec
2023
31 Dec
Guarantee fee commission receivable from Eidesvik Seven AS
0.1 0.1
Interest receivable on short-term working capital facility
– 0.4
Total
0.1 0.5
15. Tax on profit or loss
For the year ended 31 December 2024, the Company was fully taxable at an effective rate of 24.94% (2023: 24.94%). After
taking account of required book to tax adjustments, the Company recorded a fiscal loss for the year. No benefit has been
recorded in respect of this loss due to uncertainty over future recoverability.
16. Share-based payments
Awards made under the Group’s Long Term Incentive Plans, in the form of equity-settled share-based payments, are
satisfied by the Company on behalf of its affiliated undertakings. During the year ended 31 December 2024, $2.6 million of
an established provision was utilised to satisfy charges in respect of share-based compensation. In the prior year, a charge
of $2.3 million was recognised directly in the Profit and Loss account.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
Subsea 7 S.A. | Annual Report 2024
218
The share-based schemes operated by the Group are:
2018 Long Term Incentive Plan
The 2018 Long Term Incentive Plan (2018 LTIP Plan) was approved by the Company’s shareholders at the Annual General
Meeting on 17 April 2018 and was valid for a period up to five years until 2023. Awards under the 2018 LTIP Plan were made
in 2018, 2019, 2020 and 2021.
2022 Long Term Incentive Plan
The 2022 Long Term Incentive Plan (2022 LTIP Plan) was approved by the Company’s shareholders at the Annual General
Meeting on 12 April 2022, superseding the 2018 LTIP Plan, and is valid for a period of five years until 2027. The principles of
the plan remained as previous years whereby a conditional award of shares is made that provides for share awards which
vest over a three to five-year period subject to performance measures. Cash Conversion Ratio (CCR) has been added to
the plan and the percentage weighting of each measure adjusted to reflect this.
The 2022 LTIP Plan has a five-year term with awards being made annually in October. The aggregate number of shares
which may be granted in any calendar year is limited to 0.5% of issued share capital on 1 January of that calendar year.
The total number of shares that may be delivered pursuant to awards under the plan shall not exceed 11,500,000. The total
number of share awards and shares granted to the CEO and CFO are recommended by the Compensation Committee for
the approval by the Board of Subsea7. The 2022 LTIP Plan is an essential component of the Company’s reward strategy and
is designed to align the interests of participants with those of the Company’s shareholders and enables participants to share
in the success of the Company. The 2022 LTIP Plan provides for conditional awards of shares based upon performance
conditions measured over a performance period of three years. Performance conditions are based upon three measures and
weightings determined by the Compensation Committee. During 2024 the Compensation Committee approved the following
revised weightings to apply to the LTIP 2024 awards under the 2022 LTIP Plan:
• Total Shareholder Return (50%)
• Cash Conversion Ratio (30%)
• Return on Average Invested Capital (20%).
All three performance conditions are determined over a three-year period from 1 July in the year of award to 30 June three
years later. Subject to the achievement of the performance conditions, awards will vest in equal tranches after three, four
and five years from award date.
Under the terms of the LTIP, participants are not entitled to receive dividend equivalent payments during the performance
and holding periods. On 31 December 2024, there were approximately 150 participants in the active LTIP schemes (2018
LTIP and 2022 LTIP Plans). Individual award caps are in place such that no participant may be granted shares under the
2022 LTIP Plan in a single calendar year that have an aggregate fair market value in excess of 150%, in the case of the
CEO, CFO and other members of the Executive Management Team, and 100%, in the case of other employees, of their
annual base salary at the date of the award. Additionally, a holding requirement for the CEO, CFO and other members
of the Executive Management Team applies where they must hold 50% of all awards that vest until they have built up a
shareholding with a market value of 150% of their annual base salary which must be maintained throughout their tenure.
Total Shareholder Return based awards
The Company will have to achieve a Total Shareholder Return (TSR) ranking above the median for any awards to vest. If the
ranked TSR position of the Company during the three-year performance period, as converted to a percentage, is equal to
50%, 20% of the share award will vest. If the ranked TSR position of the Company is greater than 50% and below 75%, the
vesting of the share award between 20% and 50% is determined by linear interpolation. The maximum award of 50% would
vest if the Company achieved a ranked TSR position of equal to or greater than 75%.
Cash Conversion Ratio based awards
The Cash Conversion Ratio (CCR) measures the conversion of Adjusted EBITDA into a form of cash. The Board believes this
measure is an important addition to the LTIP as it aligns with shareholder interests in making sure the business converts
profitability into cash generated from its operations in a timely manner. The Group can exert significant influence in achieving
this goal. Furthermore it is clear and predictable, and as with the other two measures, the elements of the calculation are
readily identifiable from the Group Financial Statements.
CCR is calculated for each of the three years of the performance period on a quarterly basis.
Return on Average Invested Capital based awards
Return on Average Invested Capital (ROAIC) is calculated for each of the three years of the performance period on a
quarterly basis.
Details of the TSR, ROAIC and CCR calculations, including further details of each Long Term Incentive Plan, are disclosed
within the Remuneration Report on pages 59 to 63.
Subsea 7 S.A. | Annual Report 2024
219
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS
GLOSSARY
Vesting of LTIP 2021 award
The performance conditions applicable to the share awards granted in 2021 under the 2018 LTIP Plan that vested during
2024 were based upon two measures: TSR and ROAIC, with a weighting of 65% and 35%, respectively. Subject to these
performance conditions the vested shares are transferred to participants in equal tranches on the third, fourth and fifth
anniversary of the award date.
The performance conditions for the vesting of the share awards granted in 2021 under the 2018 LTIP Plan are set out below.
For LTIP 2021 awards, both performance conditions were assessed over the three-year period, and TSR vested at 90.65%
and ROAIC at 0%.
Metric
Percentage of share
awards under
each metric Range Result
Percentage of
shares to vest
under each metric Shares to vest
TSR
65% 50%-100% 84.6%
(a)
90.65% 58.93%
ROAIC
35% 9%-14%
1.25%
(b)
– –
Total
100% 58.93%
(a) Subsea7 ranked 3rd out of the 14 companies within the selected peer group (above the median but below the 90
th
percentile). This resulted in
90.65% vesting for the TSR portion – 58.93% of the total award.
(b)The average over the three-year performance period was 1.25%. This resulted in 0% vesting for the ROAIC portion.
During 2024, in accordance with the terms of the 2018 LTIP Plan, shares totalling 331,560 were transferred to participants.
Long Term Incentive Plan awards in 2024
Conditional share awards were made to approximately 150 leaders and key employees on 1 October 2024, comprising
1,476,800 (2023: 1,448,900) shares under the terms of the 2022 LTIP Plan.
17. Staff
The average full-time equivalent number of employees of the Company for the year ended 31 December 2024 was one
(2023: one).
18. Related party transactions
The Company has taken advantage of the exemption under the law of 19 December 2002, Article 65 which does not require
the disclosure of transactions with wholly-owned members of the Group.
The Company is an associate of Siem Industries S.A. and is equity accounted for within Siem Industries S.A.’s Consolidated
Financial Statements.
During 2024 the Company rented office accommodation from Siem Europe Properties S.à r.l., a Company ultimately
controlled by Siem Industries S.A. Total rental cost was less than $0.1 million (2023: less than $0.1 million).
Transactions with Treveri S.à r.l., a company controlled by Mr Siem, in relation to services provided totalled $0.1 million
(2023: $0.1 million).
In addition, the Company received guarantee commission for an amount of $0.1 million (2023: $0.5 million) from Eidesvik
Seven AS related to the 100% guarantee provided on the NOK 600 million ($50.6 million) loan facility by Subsea 7
International Holdings (UK) Limited.
19. Board of Directors’ expenses
Fees paid to Directors for the year ended 31 December 2024 amounted to $1.0 million (2023: $0.9 million).
20. Events after the reporting period
Proposed Combination of Subsea7 and Saipem
On 23 February 2025, Subsea 7 S.A. announced an agreement in principle on the key terms of the proposed merger with
Saipem S.p.A. In accordance with the memorandum of understanding signed between Saipem S.p.A. and Subsea 7 S.A.,
Subsea 7 S.A. shareholders will receive 6.688 Saipem S.p.A. shares for each Subsea 7 S.A. share held, and an extraordinary
dividend for an amount equal to 450 million will be distributed immediately prior to completion. Subsea 7 S.A. and Saipem
S.p.A. shareholders will own 50% each of the issued share capital of the combined company. The completion of the proposed
combination is anticipated to occur in the second half of 2026, following completion of confirmatory due diligence, the
approval of the final terms of the proposed combination by the Board of Directors of Subsea 7 S.A. and Saipem S.p.A.,
the execution of a satisfactory merger agreement, and relevant corporate and regulatory approvals.
Dividend
At the Annual General Meeting on 8 May 2025, the Board of Directors will propose that shareholders approve a cash dividend
of NOK 13.00 per share, equating to approximately $350 million, payable in two equal instalments in May and November 2025.
Subsea 7 S.A. | Annual Report 2024
220
GLOSSARY
4Subsea
4Subsea is a leading provider of technology and services that help operators optimise energy
production from subsea oil and gas fields and offshore wind farms. 4Subsea is a wholly-owned
autonomous subsidiary of Subsea7.
Adjusted EBITDA
Adjusted EBITDA is defined on page 200 in the Additional Information (APMs).
AGM
Annual General Meeting
Backlog
Expected future revenue from in-hand projects as defined within Additional Information (APMs)
on page 200. Awards to associates and joint ventures are excluded unless otherwisestated.
Board
The Board of Directors of Subsea 7 S.A.
Carbon Estimator
A model that calculates the equivalent CO
2
and atmospheric emissions associated with global
project operations. This helps identify the elements that contribute the most to a development’s
carbon footprint, allowing for alternatives to be considered.
Carbon intensity
The carbon intensity of oil and gas developments can be measured in CO
2
e per barrel
ofoilequivalent, including production and transportation but excluding end-use combustion.
CCS
Carbon capture and storage, including transportation
CECO
Chief Ethics and Compliance Officer
Child labour
As recognised and defined by the International Labour Organisation. Should not be confused
with “youth employment” or “student work”.
Company
Subsea 7 S.A.
Conventional
Conventional services include the fabrication, installation, extension, hook-up and refurbishment
of fixed and floating energy infrastructure in shallow water.
Decommissioning
The taking out of service of production facilities at the end of their economic lives and their removal
orpartial removal from offshore for recycling and/or disposal onshore.
DNV
DNV AS is a leading classification society for the maritime industry.
Dry-dock
A facility for the construction, maintenance and repair of vessels.
EGM
Extraordinary General Meeting
EPCI/EPIC
Engineering, procurement, construction and installation or engineering, procurement, installation
andcommissioning, typically on a fixed-price basis.
Executive Officers
For the purpose of the Remuneration Report, Executive Officers refers to the Executive Directors
of Subsea 7 S.A. as well as the roles of Chief Executive Officer (CEO) and the Chief Financial
Officer (CFO).
FID
Final investment decision
Flex-lay
A pipelay method for installing flexible pipelines, umbilicals and risers by spooling them from areel,
carousel or basket onto the seabed.
Flowline
A pipeline carrying oil, gas or water that connects the subsea wellhead to a manifold or to surface
production facilities.
Global enabler
Any of Subsea7’s most capable vessels that are frequently key to winning and executing large
EPCI contracts.
Group
Subsea 7 S.A. and its subsidiaries
Heavy lift vessel
An offshore vessel or barge designed to lift objects greater than 1,000 tonnes such as offshore
wind foundations and turbines.
High-risk country
From a human rights perspective, any country with a score below 5 out of 10 on the Verisk
Maplecroft Human Rights index.
High-risk materials
or services
High-risk materials or services from a human rights perspective are those listed as such in the
Material Service Group Category Register maintained by our supply chain management function.
High-risk suppliers
High-risk suppliers from a human rights perspective are those deemed as such in accordance with
our Supplier Human Rights Risk Matrix
Human rights risk
assessment
A comprehensive appraisal of human rights risk posed by a supplier.
Human rights
screening manager
The person appointed by the relevant regional or Group SCM Director to perform the human rights
questionnaire review and screening portion of the Human Rights Risk Assessment and Due
Diligence Process for Suppliers
Inter-array cables
Cables that run between the individual wind turbine foundations and substations.
Integrity management
A risk-based service supporting operators of subsea assets in the maintenance of their facilities.
IRM
Inspection, repair and maintenance of infrastructure.
IRO
Impact, Risk, Opportunity
Jacket
A steel structure, typically comprised of an x-braced configuration between four steel legs.
Jackets are one design of foundation for wind turbine generators.
Subsea 7 S.A. | Annual Report 2024
221
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS
GLOSSARY
Labour agencies
A third party that provides recruitment and placement services to Subsea7 where the
individuals remain as employees of the agency. This can include providing services such
as advertising vacancies, proposing candidates, arranging medical and visas, and providing
contractual support to agency staff.
Low-skilled worker
A worker that does not require high qualifications or skills.
Medium risk country
From a human rights perspective, means any country with a score between 5 and 7.5
(out of 10) on the Verisk Maplecroft Human Rights Country Risk Index
Modern slavery
Umbrella term covering practices such as forced labour, debt bondage, forced marriage
and human trafficking. Essentially, it refers to situations of exploitation that a person cannot
refuse or leave because of threats, violence, coercion, deception and/or abuse of power.
Monopile foundation
A single, cylindrical, steel structure that can be used as a foundation for a wind turbine
generator or offshore substation.
OceanPlan
A concept development platform that enables efficient development planning and
accelerates concept selection. It increases the level of certainty during the early phases of
a project by linking technical and economic feasibility. It also features embedded economic
modelling, integrated engineering workflows to support system selection, cost estimation,
and greenhouse gas emission estimation.
OneSubsea
A joint venture between SLB, Aker Solutions and Subsea7. Focused on accelerating
innovation to create a step change in subsea production economics and reduce emissions in
subsea operations. The joint venture brings together deep reservoir domain expertise, broad
front-end and system design knowledge. It has an extensive field-proven subsea production
and processing technology portfolio, world-class manufacturing scale and capacity, and
unique pore-to-process integration capabilities.
Performance share
Performance shares are awarded under the Long Term Incentive Plan and cover
approximately 150 senior employees. These shares vest after at least three years, subject
to performance conditions.
Riser/riser systems
A pipe through which oil and/or gas travels upward from the seabed to a surface
production facility.
ROAIC
Return on Average Invested Capital. A key performance indicator for the Group which is used
asa non-market performance measure in the Long Term Incentive Plans.
Seaway7
Subsea7’s Renewables business
SME
Small and medium-size enterprises
SPS
Subsea production system. Equipment placed on the seabed that is connected to subsea
pipeline networks and riser systems.
Subsea7
Subsea 7 S.A. and its subsidiaries
Subsea Integration
Alliance
Subsea Integration Alliance is a strategic global alliance between OneSubsea and Subsea7,
bringing together field development planning, project delivery, innovative contracting models
andtotal lifecycle solutions.
Supplier Human
Rights Risk Matrix
The Group’s risk assessment criteria for suppliers to determine whether they are low, medium
or high-risk suppliers from a human rights risk perspective.
SURF
Subsea umbilicals, risers and flowlines
T&I
Transport and installation of wind or subsea infrastructure
Tie-back
A connection between a new satellite oil and/or gas discovery and an existing production
facility, improving theeconomics of marginal fields into profitable assets.
Total shareholder
return
Total shareholder return combines share price appreciation and dividends paid to show
the total return to the shareholder expressed as an annualised percentage.
Umbilical
An assembly of hydraulic hoses, which can also include electrical cables or optic fibres,
used tocontrol subsea structures from an offshore platform or a floating vessel.
Variation order
An instruction by the client for a change in the scope of the work to be performed under the
contract which may lead to an increase or a decrease in contract revenue based on changes
inthe specifications or design of an asset and changes in the duration of the contract.
Vulnerable migrant
workers
Low-skilled workers from a high or medium-risk country, working in another country of which
they are not a permanent resident, or working offshore.
Xodus
Client-led engineering consultancy that provides engineering and advisory services to
clients in the oiland gas, LNG, renewables and utilities industries worldwide. Xodus is
a wholly-owned autonomous subsidiary of Subsea7.
Subsea 7 S.A. | Annual Report 2024
222
SUPPLEMENTARY
INFORMATION
Special note regarding forward-looking
statements
Certain statements made in this report may include
‘forward-looking statements’. These statements relate to
our expectations, beliefs, intentions or strategies regarding
the future. These statements may be identified by the use
of words such as ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’,
‘intend’, ‘may’, ‘plan’, ‘project’, ‘should’, ‘will’, ‘seek’, and
similar expressions.
The forward-looking statements that we make reflect
our current views and assumptions with respect to future
events and are subjectto risks and uncertainties. Actual
and future results and trends could differ materially from
those set forth in such statements due to various factors,
including those discussed in this report under ‘Risk
Management’, ‘Financial Review’ andthe quantitative
andqualitative information disclosures about market
risk contained in Note 32 ‘Financial instruments’ to the
Consolidated FinancialStatements.
Factors that may cause actual and future results and trends
to differ materially from our forward-looking statements
include (but are not limited to): (i) our ability to deliver
fixed-price projects in accordance with client expectations
and within the parameters of our bids, and to avoid cost
overruns; (ii) our ability to collect receivables, negotiate
variation orders and collect the related cash; (iii) our
ability to recover costs on significant projects; (iv) capital
expenditure by oil and gas companies, which is affected by
fluctuations in the price of, and demand for, crude oil and
natural gas; (v)unanticipated delays or cancellation of
projects included in our backlog; (vi) competition and price
fluctuations in the markets and businesses in which we
operate; (vii) the loss of, or deterioration in our relationship
with, any significant clients; (viii) the outcome of legal
proceedings or governmental inquiries; (ix) uncertainties
inherent in operating internationally, including economic,
political and social instability, boycotts or embargoes,
labour unrest, changes in foreign governmental regulations,
corruption and currency fluctuations;
(x) the effects of a pandemic or epidemic or a natural
disaster; (xi) liability to third parties for the failure ofour
joint venture partners to fulfil their obligations; (xii)changes
in, or our failure to comply with, applicable laws and
regulations (including regulatory measures addressing
climate change); (xiii) operating hazards, including spills,
environmental damage, personal or property damage and
business interruptions caused by adverse weather; (xiv)
equipment or mechanical failures, which could increase
costs, decrease revenue and result in penalties for failure
to meet project completion requirements; (xv) the timely
delivery ofvessels on order and the timely completion of
ship conversion programmes; (xvi) our ability to keep pace
with technological changes and the impact of potential
information technology, cybersecurity ordata security
breaches; (xvii) global availability at scale andcommercially
viability of suitable alternative vessel fuels; and (xviii) the
effectiveness of our disclosure controls and procedures
and internal controlover financial reporting.
Many of these factors are beyond our ability tocontrol or
predict. Given these uncertainties, youshould not place
undue reliance on the forward-looking statements. We
undertake no obligation to update publicly or revise any
forward-looking statements, whether asaresult of new
information, future events orotherwise.
Subsea 7 S.A. | Annual Report 2024
223
STRATEGIC REPORT
GOVERNANCE
SUSTAINABILITY STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
SUBSEA 7 S.A. FINANCIAL STATEMENTS
GLOSSARY
Investor relations
Shareholders, equity analysts, portfolio managers
andrepresentatives of financial institutions may contact:
Email: [email protected]
Telephone: +44 20 8210 5568
Press enquiries
Representatives of the press may contact:
Email: [email protected]
Financial information
Copies of stock exchange announcements, including the
Group’s quarterly and semi-annual results and the Annual
Report are available atwww.subsea7.com.
Any shareholder requiring a printed copy of the
Group’s Annual Report can request this via the website
www.subsea7.com.
Stock listings
Common shares – traded on the Oslo Stock Exchange
under the symbol SUBC – www.oslobors.no.
ISIN: LU0075646355
LEI: 222100AIF0CBCY80AH62
Registrar – common shares
Registrar for the shares of Subsea 7 S.A., recorded in the
Norwegian Central Securities Depository,
Verdipapirsentralen ASA (Euronext Securities Oslo):
DNB Bank ASA
Postboks 1600 Sentrum
0021 Oslo, Norway
Telephone: +47 23 26 80 16
Email: [email protected]
Depositary bank – ADRs
Subsea 7 S.A. has a sponsored Level 1 ADR facility,
forwhich Deutsche Bank Trust Company Americas acts as
depositary. Each ADR represents one common share of the
Company. The ADRs are quoted over-the-counter (OTC) in
the US under the ticker symbol SUBCY.
For enquiries, beneficial ADR holders may contact:
Deutsche Bank Trust Company Americas
c/o Equiniti Trust Company, LLC, Peck Slip Station
PO Box 2050, New York NY10272-2050, USA
US toll free: +1 866 249 2593
International: +1 718 921 8137
Email: [email protected]
Further information is available at: www.equiniti.com.
Financial calendar
Subsea 7 S.A. intends to publish its quarterly financial
results for 2025 on the following dates:
Q1 2025 results
Q2 and H1 2025 results
Q3 2025 results
Q4 and FY 2025 results
30 April 2025
31 July 2025
20 November 2025
26 February 2026
2025 Annual General Meeting and Extraordinary
General Meeting
8 May 2025 at 15:00 CET
412F, route d’Esch
L-1471 Luxembourg
Registered office
412F, route d’Esch
L-1471 Luxembourg
Website
www.subsea7.com
SUPPLEMENTARY INFORMATION
Subsea 7 S.A. | Annual Report 2024
224
This report is printed on paper certified in accordance with the FSC® (Forest
Stewardship Council®) and is recyclable and acid-free. Principal Colour Ltd is
FSC certified and ISO 14001 certified showing that it is committed to all round
excellence and improving environmental performance is an important part of this
strategy. Principal Colour Ltd aims to reduce at source the effect its operations
have on the environment and is committed to continual improvement, prevention
of pollution and compliance with any legislation or industry standards.
Consultancy and design by Black Sun Global.
www.blacksun-global.com
Printed by Principal Colour Ltd.
Subsea7 is a global leader in the delivery of offshore projects and services
for the energy industry. Subsea7 makes offshore energy transition possible
through the continuous evolution of lower-carbon oil and gas and by enabling
the growth of renewables and emerging energy. The company employs
15,000+ people and operates in over 30 countries.
Subsea 7 is listed on the Oslo Børs (SUBC),
ISIN LU0075646355, LEI 222100AIF0CBCY80AH62
Registered office: 412F Route d’Esch, L-1471 Luxembourg
subsea7.com
Follow us @subsea7official
© 2024