Board performance evaluation
As an external evaluation of the Board, its Committees and individual Directors was conducted in 2010, the Board decided that the 2011 evaluation should be conducted internally.
In November 2011, the Board appointed Simon Thompson, a non-executive Director, to undertake the evaluation. He conducted a review of the Board, each of its Committees and individual Directors. This was done via structured interviews following an agreed comprehensive questionnaire. Given the change in Chairman that had been announced, no Chairman’s performance assessment was conducted. The individual Chairmen of each Committee received a report on the performance of their respective Committees. Simon Thompson also presented the Board’s performance report and those of each Committee to the Board as a whole and an action plan has been agreed.
In summary, it was felt that the Board was functioning well and that all the Directors feel proud to be part of the Tullow team. There was a remarkably high degree of alignment on the principal challenges facing the Company and the steps that needed to be taken collectively in order to lead the Company through the next phase of its development.
The principal recommendations were as follows:
- More of the Board’s time should be devoted to the major strategic opportunities and challenges facing the Company.
- Risk management processes are generally robust and well embedded in the corporate culture, but some improvements to the quality of Board reporting were identified in relation to political risk analysis, the competitive landscape and industry benchmarking.
- In order to ensure that Tullow has the resources to meet its growth objectives the Board needs to allocate more time to discussing: talent management; organisational design; succession planning; portfolio management; and medium term cash flow forecasting.
The Board has agreed that all Directors shall seek re-election on an annual basis. In 2012, all Directors will stand for re-election, other than David Williams who will retire at the conclusion of the AGM. The Board has set out in the Notice of Annual General Meeting its reasons for supporting the re-election of those Directors seeking re-election at the forthcoming AGM.