Corporate governance

Board of Directors

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. This it views as an integral part of doing business.

Board members

There are 11 members of Tullow's Board, five Executive Directors and six Non-executive Directors. There is clear separation of the roles of the Chairman and the Chief Executive Officer to ensure an appropriate balance of responsibility and accountability.

Chairman

The Chairman, Simon Thompson, 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 acts as guardian and facilitator of the Board's decision-making process.

Chief Executive Officer

The Chief Executive Officer, Aidan Heavey, 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 Officer is responsible for maintaining regular dialogue with shareholders as part of the Group's overall investor relations programme.

Senior Independent Director

David Bamford replaced Steven McTiernan as Senior Independent Director with effect from 1 January 2013 upon the retirement of Steven McTiernan as a director on 31 December 2012. In this role Mr. Bamford is available to shareholders who have concerns that cannot be resolved through discussion with the Chairman, Chief Executive Officer or Chief Financial Officer or where such contact is inappropriate.

Board Committees

Audit Committee

The main responsibilities of the Audit Committee includes monitoring the integrity of the Group's financial statements and announcements on financial performance, overseeing the relationship with the external auditors and reviewing significant financial reporting and accounting policy issues, the Group's internal audit programme, risk management systems and internal control procedures and ensuring effective whistle-blowing procedures.

Nominations Committee

The role of the Nominations Committee is critical in ensuring that Tullow's Board and Committee composition and balance support both the Group's business ambitions and best practice in the area of corporate governance. Succession planning for Directors and other senior executives is another key responsibility.

Remuneration Committee

The principal role of the Remuneration Committee is to develop and maintain a remuneration strategy that ensures that Executive Directors and senior management are rewarded in a manner that continues to closely align the long-term interests of shareholders with those of executives.