2011 Annual Report PDF - Tullow Oil plc

BOARD PERFORMANCE EVALUATION
4
CORPORATE GOVERNANCE
Interviews conducted by Simon Thompson
Board/Directors
Committee Chairman
Performance reports/feedback
Issues identified/Action plan agreed by Board
Board evaluation
As an external evaluation of the Board, its Committees and
individual Directors was conducted in 2010, the Board decided
that the 2011 evaluation should be conducted internally.
In November 2011, the Board appointed Simon Thompson,
a non-executive Director, to undertake the evaluation. He
conducted a review of the Board, each of its Committees and
individual Directors. This was done via structured interviews
following an agreed comprehensive questionnaire. Given the
change in Chairman that had been announced, no Chairman’s
performance assessment was conducted. The individual
Chairmen of each Committee received a report on the
performance of their respective Committees. Simon Thompson
also presented the Board’s performance report and those of
each Committee to the Board as a whole and an action plan
has been agreed.
In summary, it was felt that the Board was functioning well and
that all the Directors feel proud to be part of the Tullow team.
There was a remarkably high degree of alignment on the
principal challenges facing the Company and the steps that
needed to be taken collectively in order to lead the Company
through the next phase of its development.
The principal recommendations were as follows:
1. More of the Board’s time should be devoted to the major
strategic opportunities and challenges facing the Company.
2. Risk management processes are generally robust and well
embedded in the corporate culture, but some improvements
to the quality of Board reporting were identified in relation
to political risk analysis, the competitive landscape and
industry benchmarking.
3. In order to ensure that Tullow has the resources to meet its
growth objectives the Board needs to allocate more time to
discussing: talent management; organisational design;
succession planning; portfolio management; and medium
term cash flow forecasting.
Re-Election
The Board has agreed that all Directors shall seek re-election
on an annual basis. In 2012, all Directors will stand for
re-election, other than David Williams who will retire at the
conclusion of the AGM. The Board has set out in the Notice
of Annual General Meeting its reasons for supporting the
re-election of those Directors seeking re-election at the
forthcoming AGM.
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