The Tullow Board recognises the importance of good corporate governance and is committed to business integrity and high ethical values across the Group’s activities, which it views as an integral part of managing the Group’s business.
Compliance with the Combined Code on Corporate Governance (the Code)
The Board recognises that it is accountable to shareholders for the Group’s standard of governance and this report, together with the Directors’ Remuneration Report, aims to demonstrate how the principles of good governance promoted by the Code have been and will continue to be applied across the Group.
This report explains how the Company has applied the principles set out in Section 1 of the Code. It also discloses the extent to which the Company has complied with the detailed provisions of the Code.
The Board considers that the Company has complied with the provisions of the Code throughout the year under review (and subsequently up to the date of this report) with the following two exceptions:
- Independent non-executive Directors did not comprise at least half the Board throughout the year as recommended by the Code. Whilst the Board considers its current composition to be appropriate and effective at the present time, it continues to keep this Code provision under regular review through its Nominations Committee.
- Throughout 2007, Pat Plunkett, the Company Chairman, was a member and the Chairman of
the Remuneration Committee. He had held the role of Chairman of the Committee since 2000
providing continuity during the period of major growth enjoyed by the Company. However,
mindful of the Combined Code provision that the Company Chairman should not chair the
Remuneration Committee, the Board approved the appointment of Clare Spottiswoode as Committee
Chairman in his place with effect from
1 January 2008. Pat Plunkett remains a Committee member. Following this change, the composition of the Remuneration Committee now complies with the Code.
