The Board remains focused on strong corporate governance and effective risk management.
The Board is accountable to the Company’s shareholders and wider stakeholders for the creation and delivery of long-term, sustainable operational and financial performance for the enhancement of shareholder and stakeholder value. The Board discharges its responsibilities in a number of ways including ensuring that the Group’s purpose, values and strategy align and that the necessary resources are available to achieve the agreed strategic priorities.
The Board sets the Group’s core values and behaviours which shape our culture and ensures that it takes decisions that are aligned to our values. The Board regularly reviews the policies implemented, including our Code of Ethical Conduct, to ensure we continue to have the right framework and working practices in place, ensuring that at all times we do what is right and promote a culture of openness, empowerment, performance and continuous improvement.
Board composition
The Board currently comprises a Chair, two Executive Directors and six independent non-executive Directors. Together, they bring a broad range of business, commercial and other relevant experience. The Board is of the view that there is an appropriate balance of skills, experience, independence and diversity of background amongst the members to carry out duties and responsibilities effectively.
Key skills and experience matrix
Tullow Incentive Plan rules
This document sets out detailed rules of the Tullow Incentive Plan which is a discretionary benefit offered by Tullow for its employees.
Schedule of matters reserved for the Board
Our policies
Tullow Oil Code of Ethical Conduct
17 October 2024
Tullow Oil human rights policy
30 June 2024
Tullow Oil external audit policy
31 July 2024
Tullow Oil risk management policy
16 April 2020
Tullow Oil safe and sustainable operations policy
30 June 2024
| Board Member | Year appointed | Oil & gas | Financial | International | Listed | Safety & sustainability | Oil & gas operational excellence | Government relations |
| Chair | ||||||||
| Phuthuma Nhleko | 2021 | |||||||
| Executive Director | ||||||||
| Richard Miller | 2023 | |||||||
| Non-Executive Directors | ||||||||
| Sheila Khama | 2019 | |||||||
| Genevieve Sangudi | 2019 | |||||||
| Martin Greenslade | 2019 | |||||||
| Mitchell Ingram | 2020 | |||||||
| Roald Goethe | 2023 | |||||||
| Rebecca Wiles | 2023 | |||||||
Governance framework
The Board operates through a governance framework with clear procedures, lines of responsibility and delegated authorities to ensure that our strategy is implemented, key risks are assessed and managed effectively and legal and regulatory requirements are adhered to.
The Board
- Led by Chair and collectively responsible for setting the Company’s strategy to deliver long-term value to shareholders and wider stakeholders.
- Ensures that the appropriate resources, leadership and effective controls are in place to deliver the strategy.
- Sets the Company’s culture and values.
- Monitors the business’s performance, oversees risk management and determines the Company’s risk appetite.
- Accountable for the stewardship of the Company’s business to the shareholders and wider stakeholders.
Nominations Committee
- Responsible for reviewing the balance of skills, knowledge, experience and diversity of the Board and its Committees.
- Oversees the recruitment and appointment of Directors.
- Ensures plans are in place for orderly succession for the Board and senior management and oversees the development
of a diverse pipeline for succession. - Monitors the development and implementation of the inclusion and diversity strategy at Board level and throughout the Company.
Audit Committee
- Responsible for the integrity of financial reporting and disclosures and reviews the controls in place.
- Oversees the relationship with the external auditor, including monitoring independence.
- Reviews significant financial reporting and accounting policy issues.
- Oversees the Group’s internal audit programme and the process of identifying principal and emerging risks and ensuring that they are managed effectively.
Safety and Sustainability Committee
- Responsible for and monitors occupational and process safety, people and asset security, health and environmental
stewardship, including protection of the environment, climate and biodiversity. - Oversees the Company’s sustainability-related governance matters including respect for human rights, sociopolitical issues
and sustainability-related disclosures. - Oversees implementation of the Company’s strategic sustainability priorities.
Remuneration Committee
- Responsible for the remuneration arrangements for the Chair, Executive Directors and senior management in line with the
Remuneration Policy. - Ensures rewards and incentives closely align with the successful delivery of the Company’s long term purpose and strategy as well as those of the shareholders and wider stakeholders, including the workforce.
- Reviews the remuneration arrangements for the wider workforce.
Board committees
Code of ethical conduct
