2011 Annual Report PDF - Tullow Oil plc

Directors in their place. On 12 May 2011, Clare Spottiswoode
retired from the Board and Simon Thompson joined the
Board as a non-executive Director on 16 May 2011.
Simon Thompson was selected from a shortlist of
candidates put forward by a specialist search consultancy.
Following an interview selection process and having
received and evaluated feedback from Board members,
the Committee recommended to the Board that he be
appointed as an additional non-executive Director with
effect from 16 May 2011. This recommendation was
approved by the Board in March 2011.
Since the end of 2011, and to provide continuity, the
Board has extended the term of appointment for Steven
McTiernan to 31 December 2012. It is intended that a new
non-executive Director be appointed in Mr McTiernan’s
place no later than 31 December 2012.
On 12 March 2012, the Board approved recommendations
by the Committee that Steve Lucas be appointed as an
additional non-executive Director with effect from 14 March
2012 and as Chairman designate of the Audit Committee.
This follows David William’s decision to retire from the
Board (and as Chairman of the Audit Committee) at the
conclusion of the AGM on 16 May 2012. Steve Lucas will
then assume Chairmanship of that Committee.
Chairman succession – Pat Plunkett had advised the
Board in early 2011 that he intended to retire as Chairman
by the 2012 AGM. Accordingly, the Committee commenced
a search process in June 2011 for a range of external
candidates to interview and evaluate as his successor.
Following a comprehensive selection process, the
Committee made a recommendation to the Board that
Simon Thompson, a current Tullow non-executive Director,
be appointed Chairman with effect from 1 January 2012.
The recommendation was approved by the Board on 8
November 2012. The Committee will commence a search
for a replacement non-executive Director during the course
of 2012.
Board Diversity – Following the publication of the Davies
Report ‘Women on Boards’ in February 2011, the Committee
reviewed a statement of Tullow’s goals on diversity which
was subsequently agreed by the Board. This statement,
published on the Tullow website in September 2011, affirms
that the Board strongly supports the analysis and principles
of the Davies Report and shares its aspiration that 25%
of Board positions should be filled by women by 2015.
In tandem, the Committee has reviewed the Board’s
succession planning and selection procedures and will
encourage executive search consultants appointed to assist
in the selection process for both new Executive and nonexecutive
Directors to include the strongest possible field
of female candidates when presenting their long lists
of candidates. Notwithstanding the Board’s intention of
increasing the diversity of its composition (whether based
upon gender or other attributes), its overriding objective is
to ensure that all appointments to the Board are based
upon merit and suitability of the candidate to the particular
role being filled.
Senior Management succession planning – The Committee
has been closely involved with Executive Directors in
reviewing the Senior Management talent pool within
Tullow. The aim is to ensure that an agreed programme
is established to identify those individuals who could be
developed to take on newly created senior roles as the
Group grows or who could be considered as suitable
candidates to fill existing roles.
Board Committee membership – The Committee is
responsible for nominating appropriate individuals for
membership of the Board’s Committees. Following the
year-end, a number of changes have been made to the
composition of the Board Committees to ensure that they
are comprised of individuals with the necessary skills,
knowledge and experience.
Committee Evaluation – The performance of the
Committee was evaluated as part of the annual
Board evaluation exercise.
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