Compliance with UK Corporate Governance Code

Applying the UK Corporate Governance code

The Board has reviewed the new requirements of the new 2012 Code, which are welcomed, and intends to comply fully with its requirements when preparing its Annual Report for 2013.

The UK Corporate Governance Code

As a UK company with a premium listing on the London Stock Exchange, Tullow Oil plc is required, under the UK Listing Rules, to comply with the UK Corporate Governance Code published in 2010 (‘the 2010 Code’) in respect of the year ended 31 December 2012.

In September 2012, a number of changes were made to the 2010 Code and a new 2012 Code was issued which will apply to financial years beginning on or after 1 October 2012. The Board has reviewed the new requirements of the new 2012 Code, which are welcomed, and intends to comply fully with its requirements when preparing its Annual Report for 2013.

Copies of both Codes are publicly available on the website of the Financial Reporting Council at www.frc.org.uk

The 2010 Code provides the standards for good corporate governance in the UK for the period under review. This corporate governance report describes the manner in which the Company has applied the principles set out in the 2010 Code during the year. The main principles of the Code focus on Leadership, Effectiveness, Accountability, Remuneration and Relations with Shareholders and this report follows the same format.

The Company is also required to disclose whether it has complied with the more detailed provisions of the Code during the year and, to the extent it has not done so, to explain any deviations from them. It is the Board’s view that the Company has complied with all of the provisions of the 2010 Code during the year ended 31 December 2012 with one exception. Provision B.2.1 states that the Nominations Committee must be comprised of a majority of independent non-executive Directors. During 2012, there was a period during which the number of independent non-executive Directors (excluding the Chairman of the Company) represented only half the Committee membership, rather than a majority as required by the Code. This period ran from 17 January 2012, when the Committee membership was reduced, to 25 September 2012, being the date on which David Bamford was re-appointed to the Committee. During this period, meetings of the Nominations Committee were held at which all members of the Committee were present and at which the appointment of new non-executive Directors was recommended to the Board. Following David Bamford’s re-appointment to the Committee on 25 September 2012, the Board considers that the Company was fully compliant with the provisions of the Code, having addressed this temporary departure from the Code provisions.