Tullow Oil plc Annual Report 2011 - The Group

Nominations Committee report“We have identified the personalattributes, background andexperience required by theBoard to lead the nextphase of growth.”Simon Thompson, Committee ChairmanCommittee memberSimon Thompson(Chair from1 January 2012)Pat Plunkett 1(Chair to31 December 2011)Memberthroughout 2011Number ofmeetings attendedFrom 16 May 2011 2 5Tutu Agyare 2 5David Bamford 2 5Ann Grant 5Aidan Heavey 4Steven McTiernan 5Clare Spottiswoode To 12 May 2011 2David Williams 2 51 Ceased as a member of the Committee on retirement from the Boardon 31 December 20112 Ceased as members of the Committee on 17 January 2012Committee’s roleThe Committee reviews the composition and balance of theBoard and senior Executive team on a regular basis to ensurethat the Board and management have the right structure,skills and experience in place for the effective managementof the Group’s expanding business. This review includes aforward-looking analysis of the skills and diversity required ofBoard members. This analysis is reviewed and discussed withthe Board, the primary aim being to schedule a progressiverefreshment of the Board. It is the Committee’s policy whenconducting a search for a new Executive or a non-executiveDirector to appoint external search consultants to providethe Committee with long lists of candidates against anagreed role and experience specification from which ashort list is produced.Main responsibilitiesThe main duties are: Reviewing the structure, size and composition of the Boardand making recommendations to the Board with regard toany changes required; Succession planning for Directors and other seniorexecutives; Identifying and nominating, for Board approval, candidatesto fill Board vacancies as and when they arise; Reviewing annually the time commitment required ofnon-executive Directors; and Making recommendations to the Board regardingmembership of the Audit and Remuneration Committeesin consultation with the Chairman of each Committee.Committee membershipThe Committee currently comprises three non-executiveDirectors and the Chief Executive Officer and met fivetimes during 2011. Throughout the year, Pat Plunkett wasChairman of the Committee until he retired from the Boardon 31 December 2011. Simon Thompson was appointed asCommittee Chairman from 1 January 2012. On 17 January2012, as part of a restructuring of all three Board Committees,the Board approved a reduction in the number of memberson the Nominations Committee from seven to four withDavid Bamford, Tutu Agyare and David Williams ceasing tobe members from that date. The membership and attendanceof members at Committee meetings held in 2011 are shownin the adjoining table.Committee activities during the 2011 and subsequentto the year end Board refreshment – In early 2011, the Committeerecommended to the Board that the renewal of the terms ofappointment for Clare Spottiswoode and Steven McTiernan,who had both been in office for more than nine years, shouldbe for shorter periods than the usual three-year term. Thiswas with a view to considering appointing new non-executive86Tullow Oil plc 2011 Annual Report and Accounts