Corporate governance continuedAccountability<strong>The</strong> Board is committed to providing shareholders with aclear assessment of the <strong>Group</strong>’s position and prospects.This is achieved through this report and as required in otherperiodic financial and trading statements.<strong>The</strong> arrangements established by the Board for the applicationof risk management and internal control principles are detailedon pages 40 to 45 and page 104 respectively. <strong>The</strong> Board hasdelegated to the Audit Committee oversight of the relationshipwith the <strong>Group</strong>’s auditors as outlined in the Audit Committeereport on page 84.Going concern<strong>The</strong> <strong>Group</strong> closely monitors and manages its liquidity risk.Cash forecasts are regularly produced and sensitivities runfor different scenarios including, but not limited to, changes incommodity prices, different production rates from the <strong>Group</strong>’sportfolio of producing fields and delays in development projects.In addition to the <strong>Group</strong>’s operating cash flows, portfoliomanagement opportunities are reviewed to potentially enhancethe financial capacity and flexibility of the <strong>Group</strong>. <strong>The</strong> <strong>Group</strong>’sforecasts, taking into account reasonably possible changes asdescribed above, show that the <strong>Group</strong> will be able to operatewithin its current debt facilities and have significant financialheadroom for the 12 months from the date of approval of the<strong>2011</strong> <strong>Annual</strong> <strong>Report</strong> and Accounts.Internal controls<strong>The</strong> Directors acknowledge their responsibility for the <strong>Group</strong>’sand the Company’s systems of internal control, which aredesigned to safeguard the assets of the <strong>Group</strong> and to ensurethe reliability of financial information for both internal use andexternal publication and to comply with the Turnbull Committeeguidance. <strong>The</strong> <strong>Group</strong>’s internal control procedures requiretechnical, financial and Board approval for all projects. Allmajor expenditures require Senior Management approval atthe appropriate stages of each transaction. Overall control isensured by a regular detailed reporting system covering bothtechnical progress of projects and the state of the <strong>Group</strong>’sfinancial affairs. <strong>The</strong> Board has put in place procedures foridentifying, evaluating and managing any significant risks thatface the <strong>Group</strong>. Risk assessment and evaluation is an integralpart of the annual planning cycle. Each business unitdocuments its strategic objectives and the significant risks inachieving them and regularly reports on progress against theseobjectives. Key risks are also reported monthly to the Board.<strong>The</strong>re is a comprehensive budgeting and planning system forall items of expenditure with an annual budget approved by theBoard. Actual results are reported against budget on a monthlybasis. Revised financial forecasts for the year and financialprojections for future years are regularly prepared.<strong>The</strong> Board has ultimate responsibility for the effectiveness ofthe <strong>Group</strong>’s risk management activities and internal controlprocesses. Any system of internal control can provide onlyreasonable, and not absolute, assurance that material financialirregularities will be detected or that the risk of failure toachieve business objectives is eliminated. <strong>The</strong> Board’sobjective is to ensure <strong>Tullow</strong> has appropriate systems inplace for the identification and management of risks.<strong>The</strong> Board receives reports from business unit and corporateteams throughout the year to enable it to assess on an ongoingbasis the effectiveness of the system of internal controls andrisk management.During the year, the <strong>Group</strong> Internal Audit Manager reviewed anumber of areas of risk and his findings were reported to theAudit Committee. No significant weaknesses were identified.<strong>The</strong> Board has confirmed that through its Audit Committeeit has reviewed the effectiveness of the system of internalfinancial, operational and compliance controls and riskmanagement, and considers that the system of internalcontrols operated effectively throughout the financial year andup to the date on which the financial statements were signed.Remuneration<strong>The</strong> Board has delegated to the Remuneration Committeeresponsibility for agreeing the remuneration policy for theChairman, Chief Executive Officer, Executive Directors andsenior executives. <strong>The</strong> Directors’ remuneration report onpages 88 to 99 contains full details of the role and activitiesof the Remuneration Committee.Relations with ShareholdersCommunication and dialogueCommunication with all our shareholders is given ahigh priority. <strong>The</strong>re is regular dialogue through meetings,presentations, conferences and ad hoc events with institutionalinvestors and sell-side analysts. Throughout <strong>2011</strong>, ExecutiveDirectors and Senior Management met with institutionalinvestors in the UK, Ireland, Germany, France, Switzerland,Scandinavia, Benelux and North America. In total, over 370institutions met with Senior Management and the InvestorRelations team during the year and the <strong>Group</strong> also participatedin 15 investor conferences.Following a successful Capital Markets Day event hosted inGhana during 2010, a similar event was arranged for nineglobal institutional investors in September <strong>2011</strong>. <strong>The</strong> investorstoured the onshore logistics base, were flown offshore to viewthe FPSO and drilling rigs and met with the in-countrymanagement team, local Ghanaian investors and several of the104<strong>Tullow</strong> <strong>Oil</strong> <strong>plc</strong> <strong>2011</strong> <strong>Annual</strong> <strong>Report</strong> and Accounts
Executive team. In 2012, <strong>Tullow</strong> plans to host a Capital MarketsDay in the second half of the year to increase the understandingand knowledge of certain parts of the <strong>Group</strong>’s business.In December <strong>2011</strong>, the <strong>Group</strong> commenced a review of itscorporate brokers. Following submissions from eight banks,Barclays Capital and Morgan Stanley in London were appointedas joint corporate brokers with Davy retaining their role ascorporate brokers in Dublin.On the 27 July <strong>2011</strong>, <strong>Tullow</strong> shares commenced trading on theGhana Stock Exchange (GSE). <strong>The</strong> <strong>Group</strong> placed over 3.5 millionshares on the GSE following the announcement of the <strong>Group</strong>’sintention to list on the GSE in June and a successful marketingtrip by the <strong>Group</strong>’s CEO who meet with a number of largeGhanaian institutional investors. <strong>Tullow</strong> now has over 10,000Ghanaian shareholders and in early May 2012, it is planned tohold the first Investor Forum in Accra.<strong>The</strong> <strong>Group</strong> issues its results and other news releases via theLondon Stock Exchange’s Regulatory News Service. <strong>The</strong>se arepublished on the Media and Investor Relations sections of the<strong>Group</strong>’s website: www.tullowoil.com. Regular updates inrelation to the <strong>Group</strong> and the status of exploration anddevelopment programmes are also included on the website andvia social media service Twitter: www.twitter.com/<strong>Tullow</strong><strong>Oil</strong><strong>plc</strong>.Shareholders and other interested parties can subscribe toreceive these news updates by email by registering online onthe website. <strong>The</strong> corporate website has additional functionalityroutinely rolled out across the site to enhance the <strong>Group</strong>’scommunication with all stakeholders. Over 500,000 visits and2.5 million page views were made during <strong>2011</strong> along withsignificant followers on the <strong>Group</strong>’s corporate Twitter,Facebook, YouTube and LinkedIn accounts.<strong>The</strong> Chairman is available to meet institutional shareholdersto discuss any issues and address any concerns in relation tothe <strong>Group</strong>’s governance and strategy. <strong>The</strong> new Chairman hasalready held meetings with a number of UK-based investors.Non-executive Directors have the opportunity to attendmeetings with major shareholders and are available to attendif requested to do so. Meetings are also held with the corporategovernance representatives of institutional investors whenrequested. <strong>Tullow</strong> met several Socially Responsible Investing(SRI) fund managers upon request in <strong>2011</strong> and completed afour-day SRI roadshow in London, Edinburgh, Paris, Geneva andBasle in November <strong>2011</strong>. <strong>The</strong> <strong>Group</strong> Environmental, Health andSafety, External Relations and Investor Relations Managers met16 institutional investors to discuss a number of topicsincluding health and safety, the environment, corporategovernance, bribery and corruption, country and political riskand operational matters. <strong>The</strong> 2010 Corporate Responsibility<strong>Report</strong> was issued in June <strong>2011</strong> and was also made availablein full HTML format on the corporate website.Constructive use of the AGMAt the AGM, a business presentation is provided for thebenefit of shareholders and individual shareholders are giventhe opportunity to put questions to the Chairman, the chairmenof the Audit, Nominations and Remuneration Committees andto other members of the Board. In addition, the Board iscommitted to maintaining strong links with its significant Irishshareholder base and holds a business presentation in Dublinfollowing the AGM, to allow these shareholders similar accessto the Company. All resolutions at the <strong>2011</strong> AGM were voted onby way of a poll with the final results, which included all votescast for against and those withheld, announced via the LondonStock Exchange as soon as practicable after the meeting.<strong>The</strong> announcement is also made on the Company’s corporatewebsite. Notice of the AGM is sent to shareholders at least20 working days before the meeting.On behalf of the BoardSimon R ThompsonChairman13 March 20124CORPORATE GOVERNANCE105www.tullowoil.com
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Production operators in the central
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2011 highlightsRECORD RESULTSIndust
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In Ghana, we have experienced techn
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More informationPageStrong organisa
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CLEARVISIONSPECIAL FEATURETO BE THE
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1Exploration& appraisal7Sharedprosp
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EXPLORATION& APPRAISALStrategic pri
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DELIVERING MATERIALPRODUCTIONGROWTH
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21www.tullowoil.com
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RISKMANAGEMENTStrategic priority: E
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MAINTAINING OURENTREPRENEURIALCHARA
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SHAREDPROSPERITYStrategic priority:
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DELIVERINGSUBSTANTIAL RETURNSOur st
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Key Performance Indicators continue
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Financial reviewFUNDING FUTURE GROW
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Financial review continued2011 Grou
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Financial review continuedDividendT
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Regional business management unitsI
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LONG-TERMPERFORMANCE RISKSWe group
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1Operational risk continuedKey deve
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482011 operations overviewOverall,
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2OPERATIONS REVIEWEurope,South Amer
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DEVELOPMENT & OPERATIONSA new scale
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- Page 77 and 78: 76Chairman’s introductionAt Board
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- Page 91: CONTENTS89 Introduction89 Remunerat
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- Page 108 and 109: Other statutory informationResults
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- Page 117 and 118: Group balance sheetAs at 31 Decembe
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- Page 139 and 140: 5Note 13. Investments2011$m2010$m20
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Independent Auditor’s Reportto th
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Company balance sheetAs at 31 Decem
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Notes to the Company financial stat
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5Note 6. Bank loansCurrentShort-ter
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5Note 9. Shareholders’ fundsShare
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2010 Share Option Plan (2010 SOP) a
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5Note 13. Subsequent eventsSince th
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Commercial reserves and contingent
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Area TullowLicenceFieldssq km inter
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Licence / BlocksFieldsAreasq kmTull
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ContactsSecretary & registered offi
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KKenya 6, 7, 57Key financial metric
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MmmbblmmboemmscfdMoUMTMMillion barr
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This report is printed on Heaven 42