Equality and transparency

Reinforcing robust corporate governance: Robust corporate governance, strict compliance and an ethical culture and practice are the fundamentals of any successful business. We aim to build positive relationships and partnerships across our entire spectrum of activities and interactions, engaging honestly, openly, and transparently on a foundation of trust.

Tullow’s Board of Directors is keenly involved in providing oversight of Tullow’s overall sustainability strategy and in particular, the implementation of our Shared Prosperity objectives. Sustainability-related topics are tabled on the agenda at every Board meeting, at which the Board receives updates on progress against Tullow’s sustainability strategy and targets and reviews overall performance. The Board takes part in an annual two-day off-site review, to which external experts are invited to present market and ESG trends and regulatory updates. In 2023, for example, the Board heard about energy trends from experts at the Oxford Institute of Energy.

15% of the time of the Board of Directors is spent on safety and sustainability (including stakeholder engagement).

The Board is composed of a diverse mix of gender, social and ethnic backgrounds, knowledge, personal attributes, skills and experience. This diversity provides a mix of perspectives, which contributes to effective Board decision making.

Tullow’s Board of Directors reviews and approves Tullow’s sustainability‑related public disclosures, including our annual Sustainability Report and other sustainability-related content in our Annual Report, such as our Task Force on Climate-related Financial Disclosures (TCFD) responses.

The Board of Directors maintains four committees, composed of Non-Executive Directors, which assist the Board in meeting its responsibilities. These are:

• Remuneration Committee.
• Nominations Committee.
• Audit Committee.
• Safety & Sustainability Committee.

At least every three years, the Board of Directors and each of its Committees and Directors undergoes a performance evaluation conducted with the assistance of an external facilitator. The last such external evaluation was conducted in November 2022 with resulting recommendations disclosed in the Nominations Committee Report in our 2022 Annual Report and Accounts. In years when an evaluation is not performed by an external facilitator, an internal evaluation is arranged by the Nominations Committee of the Board. In 2023, the internal evaluation found that the Board has clear strategic vision and the relationship between the Non-Executive Directors and management was both positive and collaborative.

For more details, please see: www.tullowoil.com/about-us/corporate-governance.

Supporting the Board of Directors: The Safety and Sustainability Committee of the Board of Directors aims to enhance the Board’s engagement in matters related to sustainability by conducting in-depth reviews of strategically important issues that are material for Tullow and providing guidance for the Board on these matters. The Committee receives and reports to the Board an annual report covering ESG trends and regulatory developments, among other topics. In 2023, the Safety and Sustainability Committee was deeply involved in reviewing considerations relating to the progress of our Net Zero strategy and in particular, the options for progressing our investment in a nature-based offsetting initiative in Ghana. Similarly, the Safety and Sustainability Committee was fully engaged in the development of our new human rights framework.

Promoting ethics and compliance: Our values and our Code of Ethical Conduct (CoEC) govern the way we work and convey a clear message to our employees, supply chain partners and external stakeholders about our approach to ethical standards, anti-corruption, compliance and human rights.

All individuals and organisations involved in our extended supply chain and operations are contractually required to meet the standards of our CoEC, and we conduct risk-based third-party due diligence to assess risks related to ownership structure, anti‑bribery and corruption, sanctions, trade restrictions, human rights and labour conditions. The CoEC is reviewed periodically to reflect updates in our business and expectations of our stakeholders.

In 2023, every Tullow permanent employee and every contractor completed our mandatory annual online CoEC training, as well as a self-certified disclosure of their compliance with ethics and compliance controls.

During the year we continued to provide ethics and compliance training for our suppliers in Ghana, via three seminars facilitated by the Ghana Petroleum Commission, and support for the development of their own programmes and controls, including anti-bribery, anti-corruption and human rights. 

This year, we reactivated our Ethics and Compliance Ambassador programme, which plays a vital role in promoting our culture of doing the right thing and upholding the law. The ambassadorial programme helps enhance the work of our Ethics and Compliance function and also promotes the understanding that we are all collectively responsible for ensuring the highest standards of ethical behaviour. Eighteen volunteers from across different functions and regions serve as focal points and trusted advisers to their colleagues on all matters relating to our Ethics and Compliance programme. All Ambassadors received initial training and the group meets monthly for sharing and discussion, including deep-dive learning on a specific topic.

Speaking Up: We continually remind our colleagues to speak up if they observe, or think they observe, behaviour which they believe is not in alignment with our CoEC, and we encourage them to report concerns without fear of reprisal, anonymously if they wish. During 2023, we promoted our Speaking Up process proactively in several communications campaigns throughout the year to ensure everyone knows what to report and how, and feels safe in doing so if needed. Reports are directed to either internal channels or our independent, external integrity reporting mechanism (ComplianceLine) which is available 24/7 in several languages. All reported cases are reviewed and investigated by our Ethics and Compliance team, with an update provided to the Audit Committee and Board of Directors. In 2023, the number and nature of Speaking Up cases reported were similar to those in prior years. None of the investigations warranted dismissal of staff.

Our Human Rights Policy, which was updated in 2022, confirms our commitment to respecting internationally recognised human rights as we have done throughout our history.
During the year, we completed a detailed human rights saliency assessment and created a structured framework for advancing human rights that prioritises our efforts. This framework is built around eight identified salient human rights issues and is underpinned by a range of supporting action plans.

Our new human rights roadmap commits us to working to mitigate human rights in eight areas in line with the UN Guiding Principles on Business and Human Rights and other frameworks that we align with and support. Our prioritised salient issues are listed here to the right.
In line with our human rights roadmap, priority actions scheduled for 2024 include:

• Updating our Human Rights Policy and continued integration of human rights in our corporate policies and standards.
• Strengthening our supply chain supplier assurance programme on human rights.
• Reviewing grievance mechanisms and remediation processes.

Our salient human rights issues:

• Security and conflict/misuse of force
• Land rights and livelihoods
• Sea rights and livelihoods
• Labour rights (including fair remuneration and protection from child and forced labour)
• Potential negative impact of carbon offsetting
• Occupational health and safety/hazardous working conditions
• Community health, safety and wellbeing
• Anti-bribery and corruption

Investing in training: In 2023, we continued to raise awareness of human rights issues, including providing training for more than 70 employees and over 140 suppliers. In addition, Rahul Dhir, our Chief Executive Officer, hosted a human rights round table discussion attended by more than 200 employees; the session coincided with Human Rights Day and was an opportunity to reflect on the progress made in respecting and promoting human rights. Employees shared examples of how they consider human rights in their day-to-day work such as planning and execution of seismic campaigns, fishing community engagements, grievance management and working with suppliers on labour rights. Some consistent themes emerged during the discussions, such as proactive engagement, continual improvement of internal processes and the importance of collaborating internally and with external stakeholders to address human rights impacts.

Promoting human rights in our supply chain: In 2023, we worked with an external consultant to assess and identify our supplier base for suppliers with potentially high exposure to human rights risks. Following the identification of 103 suppliers, we rolled out the supplier self-assessment process with these suppliers in Ghana. We also invited all identified suppliers to a half-day training session on human rights, to ensure they understand our expectations and can seek support to implement appropriate processes in their own operations. We were encouraged by the level of awareness that many suppliers demonstrated, while also identifying gaps that we can help our suppliers address. In 2024, further activities to promote human rights issues across our supply chain are planned to include the introduction of a detailed supply chain human rights risk mitigation plan and a strengthened due diligence process, additional supplier training, updated supplier onboarding and additional engagement with a wider group of suppliers.

Our business relies upon strong defences against digital threats which pose a risk to our business continuity.

Similarly, we are committed to protecting the privacy of all those who entrust us with their personal information, through robust digital controls and detailed privacy procedures, authorisation hierarchies and training.

Our information security strategy comprises both information technology and digital security and is aligned to ISO 27001 Information Security Management Standard and The National Institute of Standards and Technology (NIST) framework. We apply industry best practice, supported by ongoing intelligence and risk management through our Enterprise Risk Register with controls which are based on NIST recommendations.

Over the next three years, we are planning to fully digitalise our corporate technology processes and data storage by migrating our systems to the Amazon Web Services (AWS) cloud platform, supported by advanced tools, including AI, to ensure a safe, secure and efficient transition. This transformation will also significantly reduce the environmental impact of our technology and deliver a significant reduction in our carbon footprint.

Our information security and data privacy e-learning training, including General Data Protection Regulation (GDPR), is mandatory for every Tullow employee and also for contractors at our sites; the training is based upon our proprietary Information Security Standard Policy and Acceptable Computer Use Policy, among others. An Information Security learning platform is available to employees and contractors which provides learning opportunities and a personal risk dashboard for each user to monitor their progress in developing cybersecurity awareness and skill. Each month, we conduct a monthly threat simulation exercise and review learning outcomes, with continuous monitoring of progress as a key organisational performance measure.

We continue to improve the security posture of our operational technology environment and have developed a comprehensive Operational Technology Cybersecurity Management Plan which includes enhancement projects scheduled over the next three years. This year, we carried out tailored cybersecurity awareness training for our engineering and operational staff to promote secure practices in managing industrial control systems with a completion rate amongst relevant staff of 85%.

As a result of our ongoing efforts, Tullow has not been subject to any information or privacy breaches in the past year.

In line with our published Global Tax Strategy, we take a responsible approach to taxation.

We do not take an aggressive approach to the interpretation of tax legislation for tax planning purposes, nor do we use artificial schemes or tax havens to reduce tax liabilities. We aim to pay our taxes on time in the jurisdictions in which our activities are undertaken in accordance with the domestic tax law or applicable production sharing agreement. When we enter new territories, our primary objective is to achieve clarity and certainty regarding the application of taxation rules through engagement with the authorities, so that we can ensure our compliance.

We engage with governments on the development of tax laws either directly or through trade associations and similar bodies within the guidelines of our CoEC. We conduct transactions between Tullow Group companies on an arm’s length basis in accordance with the Organisation for Economic Co-operation and Development Guidelines. Tullow’s Global Tax Strategy is approved by the Board of Directors and reviewed annually by the Audit Committee.

An independent review of Tullow’s public disclosures in relation to Tax Transparency was undertaken last year by reference to sector peers and best practice in this area. The report concluded that the level of disclosure in the Global Tax Strategy, Annual Report and Accounts, Sustainability Report and the Payment to Government Report is appropriate. The report recommended a similar benchmarking exercise be undertaken in relation to Tax Governance and a similar review has been undertaken of Tullow’s Tax Control Framework (TCF). This review concludes that the TCF is aligned with peers in the sector and FTSE 250 but recommends areas for improvement including centralising key documentation; more regular review of the TCF; implementing a testing plan; defining roles and responsibilities; documenting a risk and control matrix for each key area of tax and digitalising processes and risks. We are developing a plan to implement changes in these areas.

We are committed to openness and transparency in all our business dealings as we believe this builds credibility and trust. For several years, we have maintained and disclosed our payments to governments which we believe helps to promote honesty in our industry, mitigate corruption and encourage inclusive development. Tullow has been a corporate supporter of the Extractive Industries Transparency Initiative (EITI) since 2011, and we remain committed to providing our stakeholders with details of our annual taxation contributions. Our annual Payment to Government Report provides details of our mandatory and voluntary tax payments.