Board and Committee structure

To support the principles of good corporate governance, the Board and its Committees operate as described below.

Board of Directors

Role of the Board

The Board sets the Group’s strategic aims, ensuring that the necessary resources are in place to achieve those aims, and reviews management and financial performance. It is accountable to shareholders for the creation and delivery of strong, sustainable financial performance and long-term shareholder value. To achieve this, the Board directs and monitors the Group’s affairs within a framework of controls which enable risk to be assessed and managed effectively through clear procedures, lines of responsibility and delegated authorities. The Board also has responsibility for setting the Group’s core values and standards of business conduct and for ensuring that these, together with the Group’s obligations to its stakeholders, are widely understood throughout the Group.

Composition

The Board currently comprises a non-executive Chairman, six Executive Directors and four independent non-executive Directors. Each of the Executive Directors has extensive knowledge of the oil and gas industry. Together, the non-executive Directors bring a broad range of business and commercial experience to the Board, with three of the four non-executive Directors either currently holding or having previously held appointments in oil and gas companies or companies with energy interests. Biographical details of the Board members including details of any other major directorships held are set out in the Board of Directors page.

Following the announcement in October 2007 that Rohan Courtney was to step down from the Board at the end of 2007, the Nominations Committee commenced a search for an additional non-executive Director to replace Mr Courtney. This is more fully reported in the Nominations Committee section later in this report.

Chairman and Chief Executive

There is a clear separation of the roles of the Chairman, Pat Plunkett, and the Chief Executive, Aidan Heavey, to ensure an appropriate balance of responsibility and accountability. The division of responsibilities is clearly established and has been set out in writing and agreed by the Board.

The Chairman is responsible for the effective running of the Board, ensuring that the Board plays a full and constructive part in the development and determination of the Group’s strategy, and acting as guardian and facilitator of the Board’s decision-making process.

The Chief Executive is responsible for managing the Group’s business, proposing and developing the Group’s strategy and overall commercial objectives in consultation with the Board and, as leader of the executive team, implementing the decisions of the Board and its Committees. In addition, the Chief Executive is responsible for maintaining regular dialogue with shareholders as part of the Group’s overall investor relations programme.