2011 Annual Report PDF - Tullow Oil plc

Other statutory information continued
Conflicts of interest
A Director has a duty to avoid a situation in which he or she
has, or can have, a direct or indirect interest that conflicts,
or possibly may conflict, with the interests of the Group. The
Board has satisfied itself that there is no compromise to the
independence of those Directors who have appointments on the
boards of, or relationships with, companies outside the Group.
The Board requires Directors to declare all appointments and
other situations which could result in a possible conflict of
interest and has adopted appropriate procedures to manage
and, if appropriate, approve any such conflicts.
Powers of Directors
The general powers of the Company’s Directors are set out in
Article 104 of the Articles of Association of the Company. It
provides that the business of the Company shall be managed by
the Board which may exercise all the powers of the Company
whether relating to the management of the business of the
Company or not. This power is subject to any limitations
imposed on the Company by applicable legislation. It is also
limited by the provisions of the Memorandum and Articles of
Association of the Company and any directions given by special
resolution of the shareholders of the Company which are
applicable on the date that any power is exercised.
Please note the following specific provisions relevant to the
exercise of power by the Directors:
Pre-emptive rights and new issues of shares – the holders of
ordinary shares have no pre-emptive rights under the Articles
of Association of the Company. However, the ability of the
Directors to cause the Company to issue shares, securities
convertible into shares or rights to shares, otherwise than
pursuant to an employee share scheme, is restricted under
the Companies Act 2006 which provides that the directors of a
company are, with certain exceptions, unable to allot any
equity securities without express authorisation, which may be
contained in a company’s articles of association or given by
its shareholders in general meeting, but which in either event
cannot last for more than five years. Under the Companies
Act 2006, the Company may also not allot shares for cash
(otherwise than pursuant to an employee share scheme)
without first making an offer on a pre-emptive basis to
existing shareholders, unless this requirement is waived by a
special resolution of the shareholders. The Company received
authority at the last Annual General Meeting to allot shares
for cash on a non pre-emptive basis up to a maximum
nominal amount of £4,445,679. The authority lasts until the
earlier of the Annual General Meeting of the Company in 2013
or 30 June 2013:
Repurchase of shares – subject to authorisation by shareholder
resolution, the Company may purchase its own shares in
accordance with the Companies Act 2006. Any shares which
have been bought back may be held as treasury shares or
must be cancelled immediately upon completion of the
purchase. The Company does not currently have shareholder
authority to buy back shares; and
Borrowing powers – the net external borrowings of the Group
outstanding at any time shall not exceed an amount equal to
four times the aggregate of the Group’s adjusted capital and
reserves calculated in the manner prescribed in Article 105
of the Company’s Articles of Association, unless sanctioned
by an ordinary resolution of the Company’s shareholders.
Appointment and replacement of Directors
The Company shall appoint (disregarding Alternate Directors)
no fewer than two nor more than 15 Directors. The appointment
and replacement of Directors may be made as follows:
The shareholders may by ordinary resolution elect any
person who is willing to act to be a Director;
The Board may elect any person who is willing to act to be a
Director. Any Director so appointed shall hold office only until
the next Annual General Meeting and shall then be eligible
for election;
Each Director is required in terms of the Articles of
Association to retire from office at the third Annual General
Meeting after the Annual General Meeting at which he was
last elected or re-elected although he may be re-elected by
ordinary resolution if eligible and willing. However, to comply
with the principles of best corporate governance, the Board
intends that each Director will submit themselves for
re-election on an annual basis;
The Company may by special resolution remove any Director
before the expiration of his period of office or may, by ordinary
resolution, remove a Director where special notice has been
given and the necessary statutory procedures are complied
with; and
There are a number of other grounds on which a Director’s
office may cease, namely voluntary resignation, where all
the other Directors (being at least three in number) request
his resignation, where he suffers physical or mental
incapacity, where he is absent from meetings of the Board
without permission of the Board for six consecutive months,
becomes bankrupt or compounds with his creditors
or is prohibited by law from being a Director.
Employees with disabilities
Tullow is committed to eliminating discrimination and
encouraging diversity amongst its workforce. Tullow’s aim is
that its workforce will be truly representative of all sections of
society and each employee feels respected and able to give
their best. Decisions related to recruitment selection,
development or promotion are based upon merit and ability
to adequately meet the requirements of the job, and are not
influenced by factors such as gender, marital status, race,
ethnic origin, colour, nationality, religion, sexual orientation,
age, or disability. Tullow commits to provide equal opportunities
for all. Tullow’s Code of Business Conduct and Equal
Opportunities Policy provides guidelines on fair employment
practices and fair treatment.
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Tullow Oil plc 2011 Annual Report and Accounts