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Item 9A.
Controls and Procedures
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
As of December 31, 2015, we carried out an evaluation under the supervision and with the participation of our management,
including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), as to the effectiveness, design and operation
of our disclosure controls and procedures. This evaluation considered the various processes carried out under the direction of our
disclosure committee in an effort to ensure that information required to be disclosed in the U.S. Securities and Exchange Commission
reports we file or submit under the Exchange Act is accurate, complete and timely. Our management, including our CEO and CFO,
does not expect that our disclosure controls and procedures or our internal controls will prevent and/or detect all errors and all fraud. A
control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of
the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the
benefit of controls must be considered relative to their costs. Because of the inherent limitation in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.
Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our CEO and
CFO concluded that our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were
effective as of December 31, 2015.
Management’s Report on Internal Control over Financial Reporting
The information required to be furnished pursuant to this item is set forth under the caption “Management’s Report on Internal
Control over Financial Reporting” in Item 8 of this Annual Report on Form 10-K.
Attestation Report of the Registered Public Accounting Firm
The information required to be furnished pursuant to this item is set forth under the caption “Report of Independent Registered
Public Accounting Firm” in Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There have been no other changes in our internal control over financial reporting during the fourth quarter ended December 31,
2015, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.
Other Information
On February 18, 2016, the Board of Directors (the “Board”) of Cobalt International Energy, Inc. (the “Company”) elected Mr.
John E. Hagale as a member of the Board, effective as of March 1, 2016. Mr. Hagale will serve as a Class III director and his initial
term will expire at the Company’s 2018 Annual Meeting of Stockholders. In addition, Mr. Hagale has been appointed as a member of
the Audit Committee of the Board. The Board has also made the affirmative determination that Mr. Hagale qualifies as an independent
director under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules of the New York Stock Exchange.
Pursuant to the terms of the Company’s Non-Employee Directors Compensation Plan, for serving as a non-employee director, Mr.
Hagale will receive a $100,000 annual retainer (prorated to $83,607 for calendar year 2016), an initial award of restricted stock units
with a value of $44,110 for his service through May 31, 2016 and an annual award of restricted stock units with a value of $175,000
for each year of his service thereafter. The retainers will be payable at Mr. Hagale’s election in cash and/or shares of the Company’s
common stock. Each award of restricted stock units will be granted pursuant to a Restricted Stock Unit Award Notification under the
Company’s Non-Employee Directors Compensation Plan and generally will be payable to Mr. Hagale one year after grant in shares of
the Company’s common stock. Payment with respect to the retainers and restricted stock units may be deferred at Mr. Hagale’s
election pursuant to the terms of the Company’s Non-Employee Directors Deferral Plan.
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
The information required by this item is set forth under the captions “Election of Directors,” “Corporate Governance” and
“Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive Proxy Statement (the “2016 Proxy Statement”) for our
annual meeting of stockholders to be held on April 28, 2016, which sections are incorporated herein by reference.
