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This excerpt taken from the NBR DEF 14A filed Apr 30, 2009. OTHER
MATTERS
The Board knows of no other business to come before the annual
general meeting. However, if any other matters are properly
brought before the annual general meeting, the persons named in
the accompanying form of proxy, or their substitutes, will vote
in their discretion on such matters.
Costs of Solicitation. We will pay the
expenses of the preparation of the proxy materials and the
solicitation by the Board of your proxy. We have retained
Georgeson Shareholder Communications Inc., 17 State Street,
New York, New York 10004 to solicit proxies on behalf of
the Board of Directors at an estimated cost of $9,000 plus
reasonable out-of-pocket expenses. Proxies may be solicited on
behalf of the Board of Directors by mail, in person and by
telephone. Proxy materials will also be provided for
distribution through brokers, custodians, and other nominees and
fiduciaries. We will reimburse such parties for their reasonable
out-of-pocket expenses for forwarding the proxy materials.
Table of Contents
Financial Statements. The financial statements
for the Company’s 2008 fiscal year will be presented at the
annual general meeting.
NABORS INDUSTRIES LTD.
Mark D. Andrews
Corporate Secretary
Dated: April 30, 2009
Table of Contents
This excerpt taken from the NBR 10-Q filed Aug 1, 2008. Other
Matters
Recent
Accounting Pronouncements
In September 2006 the FASB issued SFAS No. 157,
“Fair Value Measurements.” This statement defines fair
value, establishes a framework for measuring fair value in
generally accepted accounting principles and expands disclosures
about fair value measurements for financial assets and
liabilities, as well as for any other assets and liabilities
that are carried at fair value on a recurring basis in financial
statements. SFAS No. 157 is effective with respect to
financial assets and liabilities for financial statements issued
for fiscal years beginning after November 15, 2007, and
interim periods within those fiscal years.
SFAS No. 157 applies prospectively to financial assets
and liabilities. There is a one year deferral for the
implementation of SFAS No. 157 for nonfinancial assets
and liabilities measured on a nonrecurring basis. Effective
January 1, 2008, we adopted the provisions of
SFAS No. 157 relating to financial assets and
liabilities. The new disclosures regarding the level of pricing
observability associated with financial instruments carried at
fair value is provided in Note 3 to the accompanying
unaudited consolidated financial statements. The adoption of
SFAS No. 157 with respect to financial assets and
liabilities did not have a material financial impact on our
consolidated results of operations or financial condition. We
are currently evaluating the impact of implementation with
respect to nonfinancial assets and liabilities measured on a
nonrecurring basis on our consolidated financial statements,
which will be primarily limited to asset impairments including
goodwill, intangible assets and other long-lived assets, assets
acquired and liabilities assumed in a business combination and
asset retirement obligations.
In February 2007 the FASB issued SFAS No. 159,
“The Fair Value Option for Financial Assets and Financial
Liabilities — Including an amendment of FASB Statement
No. 115.” This statement permits entities to choose to
measure many financial instruments and certain other items at
fair value that are not currently required to be measured at
fair value and establishes presentation and disclosure
requirements designed to facilitate comparisons between entities
that choose different measurement attributes for similar types
of assets and liabilities. SFAS No. 159 is effective
as of the beginning of an entity’s first fiscal year that
begins after November 15, 2007, provided the entity also
elects to apply the provisions of SFAS No. 157. The
adoption of SFAS No. 159 did not have a material
impact on our consolidated results of operations or financial
condition as we have not elected to apply the provisions to our
financial instruments or other eligible items that are not
currently required to be measured at fair value.
In March 2008 the FASB issued SFAS No. 161,
“Disclosures about Derivative Instruments and Hedging
Activities, an Amendment to FASB Statement No. 133
(“SFAS No. 161”)”. This statement is
intended to improve financial reporting about derivative
instruments and hedging activities by requiring enhanced
qualitative and quantitative disclosures regarding derivative
instruments, gains and losses on such instruments and their
effects on an entity’s financial position, financial
performance and cash flows. SFAS No. 161 is effective
for financial statements issued for fiscal years beginning after
November 15, 2008, and interim periods within those fiscal
years. We are currently evaluating the impact that this
pronouncement may have on our consolidated financial statements.
In May 2008 the Financial Accounting Standards Board issued
Staff Position (“FSP”) APB
No. 14-1,
“Accounting for Convertible Debt Instruments That May Be
Settled in Cash upon Conversion (Including Partial Cash
Settlement)”. The FSP clarifies that convertible debt
instruments that may be settled in cash upon conversion
(including partial cash settlement) are not addressed by
paragraph 12 of APB Opinion No. 14, “Accounting
for Convertible Debt and Debt Issued with Stock Purchase
Warrants”. The FSP requires that convertible debt
instruments be accounted for with a liability component based on
the fair value of a similar nonconvertible debt instrument and
an equity component based on the excess of the initial proceeds
from the convertible debt instrument over the liability
component. Such excess represents a debt discount which is then
amortized as additional non-cash interest expense over the
convertible debt instrument’s expected life. The FSP will
be effective for Nabors’ financial statements issued for
fiscal years and interim periods beginning after
December 15, 2008, and will be applied retrospectively to
all convertible debt instruments within its scope that are
outstanding for any period presented in such financial
statements. We intend to adopt the FSP on January 1, 2009
on a retrospective basis and apply it to our applicable
convertible debt instruments. Although we are currently
evaluating the impact that this FSP will have on our
consolidated financial statements, we believe that the
retrospective application of the FSP will have a significant
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effect in reducing reported net income and diluted earnings per
share for the years ended December 31, 2007 and 2008. In
addition, we believe net income and diluted earnings per share
is expected to be materially reduced in future years in which
our $2.75 billion senior exchangeable notes due May 2011
are included in our consolidated financial statements. After
adopting this FSP, we currently estimate that we will record
additional non-cash interest expense, net of capitalized
interest, which will reduce our pre-tax income by approximately
$100-110 million and reduce net income by approximately
$60-70 million for the year ended December 31, 2009.
Critical
Accounting Estimates
We disclosed our critical accounting estimates in our Annual
Report on
Form 10-K
for the year ended December 31, 2007. No significant
changes have occurred to those policies except our adoption of
SFAS No. 157 effective January 1, 2008.
SFAS No. 157, requires enhanced disclosures about
assets and liabilities carried at fair value. The following
financial assets and liabilities are recorded at fair value as
of June 30, 2008: (1) short-term investments and
(2) derivative contracts.
As defined in SFAS No. 157, fair value is the price
that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants
at the measurement date (exit price). We utilize market data or
assumptions that market participants would use in pricing the
asset or liability, including assumptions about risk and the
risks inherent in the inputs to the valuation technique. These
inputs can be readily observable, market corroborated, or
generally unobservable. We primarily apply the market approach
for recurring fair value measurements and endeavor to utilize
the best information available. Accordingly, we utilize
valuation techniques that maximize the use of observable inputs
and minimize the use of unobservable inputs. The use of
unobservable inputs is intended to allow for fair value
determinations in situations in which there is little, if any,
market activity for the asset or liability at the measurement
date. We are able to classify fair value balances based on the
observability of those inputs. SFAS No. 157
establishes a fair value hierarchy such that Level 1
measurements include unadjusted quoted market prices for
identical assets or liabilities in an active market,
Level 2 measurements include quoted market prices for
identical assets or liabilities in an active market which have
been adjusted for effects of restrictions and those that are not
quoted but are observable through corroboration with observable
market data, including quoted market prices for similar assets,
and Level 3 measurements include those that are
unobservable and of a highly subjective measure.
As part of adopting SFAS No. 157, we did not have a
transition adjustment to our retained earnings. Our enhanced
disclosures are included in Note 3 of the accompanying
unaudited consolidated financial statements.
We may be exposed to market risk through changes in interest
rates and foreign currency risk arising from our operations in
international markets as discussed in our Annual Report on
Form 10-K
for the year ended December 31, 2007. There have been no
material changes in our exposure to market risk from that
disclosed in our Annual Report on
Form 10-K
for the year ended December 31, 2007.
The Company’s management, with the participation of the
Company’s Chairman and Chief Executive Officer and Vice
President and Chief Financial Officer, has evaluated the
effectiveness of the Company’s disclosure controls and
procedures (as such term is defined in Rules
13a-15(e)
and
15d-15(e)
under the Exchange Act) as of the end of the period covered by
this report. Based on such evaluation, the Company’s
Chairman and Chief Executive Officer and Vice President and
Chief Financial Officer have concluded
Table of Contents
that, as of the end of such period, the Company’s
disclosure controls and procedures are effective, at the
reasonable assurance level, in recording, processing,
summarizing and reporting, on a timely basis, information
required to be disclosed by the Company in the reports that it
files or submits under the Exchange Act and are effective, at
the reasonable assurance level, in ensuring that information
required to be disclosed by the Company in the reports that it
files or submits under the Exchange Act is accumulated and
communicated to the Company’s management, including the
Company’s Chairman and Chief Executive Officer and Vice
President and Chief Financial Officer, as appropriate to allow
timely decisions regarding required disclosure.
This excerpt taken from the NBR 10-Q filed May 2, 2008. Other
Matters
Recent
Accounting Pronouncements
In September 2006, the FASB issued SFAS No. 157,
“Fair Value Measurements.” This statement defines fair
value, establishes a framework for measuring fair value in
generally accepted accounting principles and expands disclosures
about fair value measurements for financial assets and
liabilities, as well as for any other assets and liabilities
that are carried at fair value on a recurring basis in financial
statements. SFAS No. 157 is effective with respect to
financial assets and liabilities for financial statements issued
for fiscal years beginning after November 15, 2007, and
interim periods within those fiscal years.
SFAS No. 157 applies prospectively to financial assets
and liabilities. There is a one year deferral for the
implementation of SFAS No. 157 for nonfinancial assets
and liabilities measured on a nonrecurring basis. Effective
January 1, 2008, we adopted the provisions of
SFAS No. 157 relating to financial assets and
liabilities. The new disclosures regarding the level of pricing
observability associated with financial instruments carried at
fair value is provided in Note 3 to the accompanying
unaudited consolidated financial statements. The adoption of
SFAS No. 157 with respect to financial assets and
liabilities did not have a material financial impact on our
consolidated results of operations or financial condition. We
are currently evaluating the impact of implementation with
respect to nonfinancial assets and liabilities measured on a
nonrecurring basis on our consolidated financial statements,
which will be primarily limited to asset impairments including
goodwill, intangible assets and other long-lived assets, assets
acquired and liabilities assumed in a business combination and
asset retirement obligations.
In February 2007, the FASB issued SFAS No. 159,
“The Fair Value Option for Financial Assets and Financial
Liabilities — Including an amendment of FASB Statement
No. 115.” This statement permits entities to choose to
measure many financial instruments and certain other items at
fair value that are not currently required to be measured at
fair value and establishes presentation and disclosure
requirements designed to facilitate comparisons between entities
that choose different measurement attributes for similar types
of assets and liabilities. SFAS No. 159
Table of Contents
is effective as of the beginning of an entity’s first
fiscal year that begins after November 15, 2007, provided
the entity also elects to apply the provisions of
SFAS No. 157. The adoption of SFAS No. 159
did not have a material impact on our consolidated results of
operations or financial condition as we have not elected to
apply the provisions to our financial instruments or other
eligible items that are not currently required to be measured at
fair value.
In March 2008, the FASB issued SFAS No. 161,
“Disclosures about Derivative Instruments and Hedging
Activities, an Amendment to FASB Statement No. 133
(“SFAS No. 161”)”. This statement is
intended to improve financial reporting about derivative
instruments and hedging activities by requiring enhanced
qualitative and quantitative disclosures regarding derivative
instruments, gains and losses on such instruments and their
effects on an entity’s financial position, financial
performance and cash flows. SFAS No. 161 is effective
for financial statements issued for fiscal years beginning after
November 15, 2008, and interim periods within those fiscal
years. We are currently evaluating the impact that this
pronouncement may have on our consolidated financial statements.
Critical
Accounting Estimates
We disclosed our critical accounting estimates in our Annual
Report on
Form 10-K
for the year ended December 31, 2007. No significant
changes have occurred to those policies except our adoption of
SFAS No. 157 effective January 1, 2008.
SFAS No. 157, requires enhanced disclosures about
assets and liabilities carried at fair value. The following
financial assets and liabilities are recorded at fair value as
of March 31, 2008: (1) short-term investments and
(2) derivative contracts.
As defined in SFAS No. 157, fair value is the price
that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants
at the measurement date (exit price). We utilize market data or
assumptions that market participants would use in pricing the
asset or liability, including assumptions about risk and the
risks inherent in the inputs to the valuation technique. These
inputs can be readily observable, market corroborated, or
generally unobservable. We primarily apply the market approach
for recurring fair value measurements and endeavor to utilize
the best information available. Accordingly, we utilize
valuation techniques that maximize the use of observable inputs
and minimize the use of unobservable inputs. The use of
unobservable inputs is intended to allow for fair value
determinations in situations in which there is little, if any,
market activity for the asset or liability at the measurement
date. We are able to classify fair value balances based on the
observability of those inputs. SFAS No. 157
establishes a fair value hierarchy such that Level 1
measurements include unadjusted quoted market prices for
identical assets or liabilities in an active market,
Level 2 measurements include quoted market prices for
identical assets or liabilities in an active market which have
been adjusted for effects of restrictions and those that are not
quoted but are observable through corroboration with observable
market data, including quoted market prices for similar assets,
and Level 3 measurements include those that are
unobservable and of a highly subjective measure.
As part of adopting SFAS No. 157, we did not have a
transition adjustment to our retained earnings. Our enhanced
disclosures are included in Note 3 of the accompanying
unaudited consolidated financial statements.
We may be exposed to market risk through changes in interest
rates and foreign currency risk arising from our operations in
international markets as discussed in our Annual Report on
Form 10-K
for the year ended December 31, 2007. There have been no
material changes in our exposure to market risk from that
disclosed in our Annual Report on
Form 10-K
for the year ended December 31, 2007.
(a) Disclosure Controls and Procedures. We maintain a set
of disclosure controls and procedures that are designed to
provide reasonable assurance that information required to be
disclosed in our reports filed under the Exchange Act is
recorded, processed, summarized, and reported within the time
periods specified in the SEC’s rules and forms. We have
investments in certain unconsolidated entities that we do not
control or manage. Because we do not control or manage these
entities, our disclosure controls and procedures with respect to
such entities are necessarily more limited than those we
maintain with respect to our consolidated subsidiaries.
Table of Contents
The Company’s management, with the participation of the
Company’s Chairman and Chief Executive Officer and Vice
President and Chief Financial Officer, has evaluated the
effectiveness of the Company’s disclosure controls and
procedures (as such term is defined in Rules
13a-15(e)
and
15d-15(e)
under the Exchange Act) as of the end of the period covered by
this report. Based on such evaluation, the Company’s
Chairman and Chief Executive Officer and Vice President and
Chief Financial Officer have concluded that, as of the end of
such period, the Company’s disclosure controls and
procedures are effective, at the reasonable assurance level, in
recording, processing, summarizing and reporting, on a timely
basis, information required to be disclosed by the Company in
the reports that it files or submits under the Exchange Act and
are effective, at the reasonable assurance level, in ensuring
that information required to be disclosed by the Company in the
reports that it files or submits under the Exchange Act is
accumulated and communicated to the Company’s management,
including the Company’s Chairman and Chief Executive
Officer and Vice President and Chief Financial Officer, as
appropriate to allow timely decisions regarding required
disclosure.
(b) Changes in Internal Control Over Financial Reporting.
There have not been any changes in the Company’s internal
control over financial reporting (identified in connection with
the evaluation required by paragraph (d) in
Rules 13a-15
and 15d-15
under the Exchange Act) during the most recently completed
fiscal quarter that have materially affected, or are reasonably
likely to materially affect, the Company’s internal control
over financial reporting.
This excerpt taken from the NBR DEF 14A filed Apr 29, 2008. OTHER
MATTERS
The Board knows of no other business to come before the annual
general meeting. However, if any other matters are properly
brought before the annual general meeting, the persons named in
the accompanying form of proxy, or their substitutes, will vote
in their discretion on such matters.
Costs of Solicitation. We will pay the
expenses of the preparation of the proxy materials and the
solicitation by the Board of your proxy. We have retained
Georgeson Shareholder Communications Inc., 17 State Street, New
York, New York 10004 to solicit proxies on behalf of the Board
of Directors at an estimated cost of $9,000 plus reasonable
out-of-pocket expenses. Proxies may be solicited on behalf of
the Board of Directors by mail, in person and by telephone.
Proxy materials will also be provided for distribution through
brokers, custodians, and other
Table of Contents
nominees and fiduciaries. We will reimburse such parties for
their reasonable out-of-pocket expenses for forwarding the proxy
materials.
Financial Statements. The financial statements
for the Company’s 2007 fiscal year will be presented at the
annual general meeting.
NABORS INDUSTRIES LTD.
Mark D. Andrews
Corporate Secretary
Dated: April 29, 2008
Table of Contents
This excerpt taken from the NBR 10-Q filed Nov 1, 2007. Other
Matters
Critical
Accounting Estimates
We disclosed our critical accounting estimates in our Annual
Report on
Form 10-K
for the year ended December 31, 2006. No significant
changes have occurred to those policies except for our adoption
of FIN 48 effective January 1, 2007. FIN 48
prescribes a comprehensive model for how a company should
recognize, measure, present and disclose in its financial
statements uncertain tax positions that the company has taken or
expects to take on a tax return. Under FIN 48, the
financial statements reflect the expected future tax
consequences of such positions presuming the taxing
authorities’ full knowledge of the position and relevant
facts, but without considering time values. For a discussion of
the impact of our adoption of FIN 48, see Note 5 to
our accompanying unaudited financial statements.
Table of Contents
We may be exposed to market risk through changes in interest
rates and foreign currency risk arising from our operations in
international markets as discussed in our Annual Report on
Form 10-K
for the year ended December 31, 2006. There have been no
material changes in our exposure to market risk from that
disclosed in our Annual Report on
Form 10-K
for the year ended December 31, 2006.
(a) Disclosure Controls and Procedures. We maintain a set
of disclosure controls and procedures that are designed to
provide reasonable assurance that information required to be
disclosed in our reports filed under the Exchange Act is
recorded, processed, summarized, and reported within the time
periods specified in the SEC’s rules and forms. We have
investments in certain unconsolidated entities that we do not
control or manage. Because we do not control or manage these
entities, our disclosure controls and procedures with respect to
such entities are necessarily more limited than those we
maintain with respect to our consolidated subsidiaries.
The Company’s management, with the participation of the
Company’s Chairman and Chief Executive Officer and Vice
President and Chief Financial Officer, has evaluated the
effectiveness of the Company’s disclosure controls and
procedures (as such term is defined in
Rules 13a-15(e)
and
15d-15(e)
under the Exchange Act) as of the end of the period covered by
this report. Based on such evaluation, the Company’s
Chairman and Chief Executive Officer and Vice President and
Chief Financial Officer have concluded that, as of the end of
such period, the Company’s disclosure controls and
procedures are effective, at the reasonable assurance level, in
recording, processing, summarizing and reporting, on a timely
basis, information required to be disclosed by the Company in
the reports that it files or submits under the Exchange Act and
are effective, at the reasonable assurance level, in ensuring
that information required to be disclosed by the Company in the
reports that it files or submits under the Exchange Act is
accumulated and communicated to the Company’s management,
including the Company’s Chairman and Chief Executive
Officer and Vice President and Chief Financial Officer, as
appropriate to allow timely decisions regarding required
disclosure.
(b) Changes in Internal Control Over Financial Reporting.
There have not been any changes in the Company’s internal
control over financial reporting (identified in connection with
the evaluation required by paragraph (d) in
Rules 13a-15
and 15d-15
under the Exchange Act) during the most recently completed
fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the Company’s internal control
over financial reporting.
This excerpt taken from the NBR 10-Q filed Aug 3, 2007. Other
Matters
Critical
Accounting Estimates
We disclosed our critical accounting estimates in our 2006
Annual Report on
Form 10-K.
No significant changes have occurred to those policies except
for our adoption of FIN 48 effective January 1, 2007.
FIN 48 prescribes a comprehensive model for how a company
should recognize, measure, present and disclose in its financial
statements uncertain tax positions that the company has taken or
expects to take on a tax return. Under FIN 48, the
financial statements reflect the expected future tax
consequences of such positions presuming the taxing
authorities’ full knowledge of the position and relevant
facts, but without considering time values. For a discussion of
the impact of our adoption of FIN 48, see Note 5 to
our accompanying unaudited financial statements.
We may be exposed to market risk through changes in interest
rates and foreign currency risk arising from our operations in
international markets as discussed in our 2006 Annual Report on
Form 10-K.
There have been no material changes in our exposure to market
risk from that disclosed in our 2006 Annual Report on
Form 10-K.
(a) Disclosure Controls and Procedures. We maintain a set
of disclosure controls and procedures that are designed to
provide reasonable assurance that information required to be
disclosed in our reports filed under the Exchange Act is
recorded, processed, summarized, and reported within the time
periods specified in the SEC’s rules and forms. We have
investments in certain unconsolidated entities that we do not
control or manage. Because we do not control or manage these
entities, our disclosure controls and procedures with respect to
such entities are necessarily more limited than those we
maintain with respect to our consolidated subsidiaries.
The Company’s management, with the participation of the
Company’s Chairman and Chief Executive Officer and Vice
President and Chief Financial Officer, has evaluated the
effectiveness of the Company’s disclosure controls and
procedures (as such term is defined in
Rules 13a-15(e)
and
15d-15(e)
under the Exchange Act) as of the end of the period covered by
this report. Based on such evaluation, the Company’s
Chairman and Chief Executive Officer and Vice President and
Chief Financial Officer have concluded that, as of the end of
such period, the Company’s disclosure controls and
procedures are effective, at the reasonable assurance level, in
recording, processing, summarizing and reporting, on a timely
basis, information required to be disclosed by the Company in
the reports that it files or submits under the Exchange Act and
are effective, at the reasonable assurance level, in ensuring
that information required to be disclosed by the Company in the
reports that it files or submits under the Exchange Act is
accumulated and communicated to the Company’s management,
including the Company’s Chairman and Chief Executive
Officer and Vice President and Chief Financial Officer, as
appropriate to allow timely decisions regarding required
disclosure.
(b) Changes in Internal Control Over Financial Reporting.
There have not been any changes in the Company’s internal
control over financial reporting (identified in connection with
the evaluation required by paragraph (d) in
Rules 13a-15
and 15d-15
under the Exchange Act) during the most recently completed
fiscal quarter that has
Table of Contents
materially affected, or is reasonably likely to materially
affect, the Company’s internal control over financial
reporting.
This excerpt taken from the NBR 10-Q filed May 9, 2007. Other
Matters
Critical
Accounting Estimates
We disclosed our critical accounting estimates in our 2006
Annual Report on
Form 10-K.
No significant changes have occurred to those policies except
for our adoption of FIN 48 effective January 1, 2007.
FIN 48 prescribes a comprehensive model for how a company
should recognize, measure, present and disclose in its financial
statements uncertain tax positions that the company has taken or
expects to take on a tax return. Under FIN 48, the
financial statements reflect the expected future tax
consequences of such positions presuming the taxing
authorities’ full knowledge of the position and relevant
facts, but without considering time values. For a discussion of
the impact of our adoption of FIN 48, see Note 4 to
our accompanying unaudited financial statements.
We may be exposed to market risk through changes in interest
rates and foreign currency risk arising from our operations in
international markets as discussed in our 2006 Annual Report on
Form 10-K.
There have been no material changes in our exposure to market
risk from that disclosed in our 2006 Annual Report on
Form 10-K.
Table of Contents
(a) Disclosure Controls and Procedures. We maintain a set
of disclosure controls and procedures that are designed to
provide reasonable assurance that information required to be
disclosed in our reports filed under the Exchange Act is
recorded, processed, summarized, and reported within the time
periods specified in the SEC’s rules and forms. We have
investments in certain unconsolidated entities that we do not
control or manage. Because we do not control or manage these
entities, our disclosure controls and procedures with respect to
such entities are necessarily more limited than those we
maintain with respect to our consolidated subsidiaries.
The Company’s management, with the participation of the
Company’s Chairman and Chief Executive Officer and Vice
President and Chief Financial Officer, has evaluated the
effectiveness of the Company’s disclosure controls and
procedures (as such term is defined in
Rules 13a-15(e)
and
15d-15(e)
under the Exchange Act) as of the end of the period covered by
this report. Based on such evaluation, the Company’s
Chairman and Chief Executive Officer and Vice President and
Chief Financial Officer have concluded that, as of the end of
such period, the Company’s disclosure controls and
procedures are effective, at the reasonable assurance level, in
recording, processing, summarizing and reporting, on a timely
basis, information required to be disclosed by the Company in
the reports that it files or submits under the Exchange Act and
are effective, at the reasonable assurance level, in ensuring
that information required to be disclosed by the Company in the
reports that it files or submits under the Exchange Act is
accumulated and communicated to the Company’s management,
including the Company’s Chairman and Chief Executive
Officer and Vice President and Chief Financial Officer, as
appropriate to allow timely decisions regarding required
disclosure.
(b) Changes in Internal Control Over Financial Reporting.
There has not been any changes in the Company’s internal
control over financial reporting (identified in connection with
the evaluation required by paragraph (d) in
Rules 13a-15
and 15d-15
under the Exchange Act) during the most recently completed
fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the Company’s internal control
over financial reporting.
This excerpt taken from the NBR DEF 14A filed Apr 30, 2007. OTHER
MATTERS
The Board knows of no other business to come before the annual
general meeting. However, if any other matters are properly
brought before the annual general meeting, the persons named in
the accompanying form of proxy, or their substitutes, will vote
in their discretion on such matters.
Costs of Solicitation. We will pay the
expenses of the preparation of the proxy materials and the
solicitation by the Board of your proxy. We have retained
Georgeson Shareholder Communications Inc., 17 State Street, New
York, New York 10004 to solicit proxies on behalf of the Board
of Directors at an estimated cost of $9,000 plus reasonable
out-of-pocket
expenses. Proxies may be solicited on behalf of the Board of
Directors by mail, in person and by telephone. Proxy materials
will also be provided for distribution through brokers,
custodians, and other nominees and fiduciaries. We will
reimburse such parties for their reasonable
out-of-pocket
expenses for forwarding the proxy materials.
Financial Statements. The financial statements
for the Company’s 2006 fiscal year will be presented at the
annual general meeting.
NABORS INDUSTRIES LTD.
Daniel McLachlin
Secretary
Dated: May 4, 2007
Table of Contents
PROXY
NABORS INDUSTRIES LTD.
This Proxy is Solicited on Behalf of the Board of Directors The person signing on the reverse by this proxy appoints Eugene M. Isenberg and Anthony G.
Petrello, and each of them (with full power to designate substitutes), proxies to represent, vote
and act with respect to all common shares of Nabors Industries Ltd. held of record by the
undersigned at the close of business on April 5, 2007 at Nabors’ annual general meeting of
shareholders to be held on June 5, 2007 and at any adjournments or postponements thereof. The
proxies may vote and act upon the matters designated below and upon such other matters as may
properly come before the meeting (including a motion to adjourn the meeting), according to the
number of votes the undersigned might cast and with all powers the undersigned would possess if
personally present.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICE BY MARKING THE APPROPRIATE BOX ON THE REVERSE SIDE. IF
YOU DO NOT MARK ANY BOX, YOUR SHARES WILL BE VOTED FOR THE ELECTION OF THE ABOVE-NAMED DIRECTORS,
FOR THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS AUDITORS AND AGAINST THE TWO SHAREHOLDER
PROPOSALS IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS.
SEE REVERSE
SIDE
Table of Contents
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST ITEMS 3 AND 4.
In their discretion the proxies are authorized to vote upon such other business as may
properly come before the meeting (including a motion to adjourn the meeting) and at any adjournment
of the meeting.
NOTE: Please mark the proxy, sign exactly as your name appears below, and return it promptly in the
enclosed addressed envelope. When shares are held by joint tenants, both parties should sign.
When signing as an attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by the President or other authorized
person. If a partnership, please sign in full partnership name by an authorized person.
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