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2011 Annual Report PDF - Tullow Oil plc

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Chairman’s introduction continued<br />

the median. The Remuneration Committee is cognisant of the<br />

current sensitivity relating to executive director remuneration<br />

but believes that a strong emphasis on long-term performancerelated<br />

pay continues to be appropriate and helps ensure that<br />

the <strong>Tullow</strong>’s remuneration policy does not encourage<br />

inappropriate risk-taking. Full details are set out in the<br />

Remuneration Committee report, which commences<br />

on page 88 of this report.<br />

Board time<br />

Uganda took up a considerable amount of the Board’s time<br />

again during <strong>2011</strong>, as would be expected given the strategic<br />

importance of this major project. Corporate responsibility –<br />

governance, environment, health and safety, human resources<br />

and stakeholder management – took up a third of the Board’s<br />

time, which underlines the importance of our wider social and<br />

environmental responsibilities. Strategy and risk management<br />

are core elements of the Board’s activities and in 2012 we will<br />

seek to increase the amount of time we spend preparing for the<br />

future and discussing the major opportunities and challenges<br />

that the Group faces. A full breakdown of Board time in <strong>2011</strong><br />

is on page 77.<br />

“Our goal in <strong>Tullow</strong> is to<br />

follow the principle that<br />

good behaviour is an<br />

integral part of doing<br />

your job and that full<br />

compliance is expected,<br />

whether you are staff,<br />

a contractor or supplier.”<br />

<strong>2011</strong> BOARD OBJECTIVES<br />

Corporate<br />

strategy<br />

Corporate risk<br />

Ensure sufficient Board time is given to strategic debate, listening to<br />

external views and the determination of new options to generate<br />

long-term value.<br />

Formally review corporate strategy at least annually.<br />

Principal risks and uncertainties in relation to the Group’s financial and<br />

operational performance in <strong>2011</strong> are set out in the risk management<br />

report on page 40. In addition the Board has an objective to ensure that<br />

major corporate risks continue to be identified and that adequate systems,<br />

processes and procedures are in place to monitor and mitigate them.<br />

Specific corporate risks currently identified are:<br />

1. External stakeholder relationships;<br />

2. Health and safety, with particular emphasis on malaria awareness and prevention;<br />

3. UK Bribery Act and <strong>Tullow</strong>’s Code of Business Conduct;<br />

4. Organisational capacity; and<br />

5. Maintenance of <strong>Tullow</strong> culture.<br />

Board<br />

Committees<br />

Implement succession plan for Chairman and non-executive Directors.<br />

Review and revise remuneration structure to align with current<br />

phase of growth.<br />

Re-visit composition of Board Committees.<br />

Further improve Board visibility both as a whole and as individual<br />

Directors and examine the effectiveness of internal communications in<br />

assessing the views of employees, both long-serving and new joiners.<br />

Training of<br />

Directors<br />

The Chairman is to agree formal training and development plans with<br />

each Director and review progress in completing these plans.<br />

Graham Martin<br />

General Counsel<br />

and Company Secretary<br />

Board<br />

administration<br />

A more thorough review of electronic/web-based Board administration<br />

systems will be made in <strong>2011</strong> to enhance Board efficiency.<br />

78<br />

<strong>Tullow</strong> <strong>Oil</strong> <strong>plc</strong> <strong>2011</strong> <strong>Annual</strong> <strong>Report</strong> and Accounts

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