We believe that trust is the primary currency of business in today’s world where
companies are partners in improving the quality of life in our current society and for generations to come.
Our commitment to building trust through equality and transparency means living our values, conducting ourselves in an ethical and compliant manner, and operating within a
framework of robust corporate governance.
Until 31 December 2021, the Board of Directors consisted of 10 members, including the Chair, Dorothy Thompson and the Chair-Designate, Phuthuma Nhleko. Phuthuma was appointed to the Board of Directors on 25 October 2021. On 31 December 2021, Dorothy Thompson stepped down as the non-executive Chair of the Board and left the Board of Directors, whereupon Phuthuma Nhleko was appointed non-executive Chair of the Board.
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 and Sustainability Committee
For more details of our governance structure and Board Committee charters and membership, please see our Corporate Governance page.
Tullow’s Board of Directors is keenly involved in providing oversight of Tullow’s sustainability framework and implementation, and specifically has appointed a Safety and Sustainability Committee made up of Non-Executive Directors. Sustainability matters are on the agenda at every Committee meeting, following which all Board members receive an update on sustainability progress against Tullow’s 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. During 2021, in addition to ongoing review of Tullow’s adherence to COVID-19 protocols, a specific focus was Tullow’s climate resilience program and ongoing need for action and improved disclosure. Tullow’s Board reviews and approves Tullow’s sustainability-related public disclosures, including our annual Sustainability Report and Climate Risk & Resilience Report in line with the Task Force on Climate-related Financial Disclosures (TCFD) framework.
Our Code of Ethical Conduct (CoEC) governs the way we work and conveys a clear message to Tullow employees and external stakeholders about our approach to ethical standards, compliance and upholding human rights. The CoEC reflects our zero tolerance for bribery, corruption and other forms of financial crime as well as our position and controls with regards to human rights, lobbying and advocacy, prevention of the facilitation of tax evasion, anti-slavery and data privacy. All individuals and organisations involved in Tullow’s 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. In 2021, we revised our CoEC to include Tullow’s refreshed purpose and values and new leadership message from our Chief Executive Officer, Rahul Dhir, to Tullow colleagues:
Upholding the highest standards of ethical conduct is of paramount importance to our viability as a business, our reputation and the pride we can all take from the work that we do. Tullow’s Code of Ethical Conduct sets out the rules which we must all abide by, describing among other things – the respect with which we must treat each other, the way we procure goods and services, the way we treat and manage information and the way we must prioritise safety in our operations.
In 2021 we refreshed our annual Code of Ethical Conduct online training course. 100% of Tullow colleagues completed the required annual CoEC training online and signed an acknowledgement, a declaration of how they have upheld the CoEC through the year. In 2022, we will continue enhancing awareness and education about ethical conduct as a critical part of our organisational culture.
We urge our colleagues to ‘Speak Up’ if they observe misconduct or behaviour that they believe is not in alignment with our Code of Ethical Conduct. We encourage colleagues to report such matters without fear of reprisal, anonymously if they wish. Our independent, external integrity reporting mechanism is available 24/7 in several languages. All reported cases are reviewed and investigated by our Ethics & Compliance (E&C) team, with regular summary updates provided to the Audit Committee and Board of Directors.
In 2021, we completed a comprehensive E&C risk assessment across our operations and extended supply chain, including procurement procedures and implementation of due diligence (DD) protocols. As a result, we tightened up several procedures and related documentation, to ensure all checks are properly performed in a timely manner, and a robust audit trail is created.
In 2021, as part of our ongoing local content work and supplier capacity building in Ghana, we delivered virtual training related to ethics, compliance and human rights, with attendance by more than 600 suppliers. Two similar training sessions were also delivered in Guyana. We believe that a proactive approach is important so that our suppliers know how to compete effectively and operate in line with our standards of conduct.
Tullow’s human rights policy is aligned with the provisions established in leading international human rights instruments such as the Universal Declaration of Human Rights, the United Nations Guiding Principles on Business and Human Rights, the Voluntary Principles on Security and Human Rights and the International Labour Organisation’s Declaration on Fundamental Principles and Rights at Work and related ILO conventions. We are committed to upholding human rights throughout our operations through ongoing monitoring and due diligence, prior to entering a new host country and during our presence on a continuous basis.
For more information about implementation of our human rights, please see our Modern Slavery Act Transparency Statement.
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 the tax liabilities of the Group. 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 Code of Ethical Conduct. 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. The pricing of such transactions is based on fair market terms, reflects the commercial nature of the services provided, and is subject to review and audit by tax authorities in the jurisdictions in which we operate. Tullow’s tax strategy is approved by the Board of Directors and reviewed annually by the Audit Committee.
Tullow believes that public disclosure about our business and actions serves a broader agenda of openness to dialogue and builds accountability, credibility and trust. Transparency regarding payments to governments is an important way to promote honesty in our industry, mitigate corruption and support inclusive development. Tullow has been a corporate supporter of the Extractive Industries Transparency Initiative (EITI) since 2011, and we remain committed to promoting transparent disclosure of payments to government. Our annual Payments to Governments Report provides details of all mandatory and voluntary tax payments.
Our payments to governments, including payments in kind, amounted to $234 million in 2021 (2020: $375 million). Total payments to all major stakeholder groups including suppliers and communities, as well as governments, brought our total socioeconomic contribution to $445 million (2020: $542 million). In addition to payments to governments, this included $207 million spent with local suppliers, and $4 million in discretionary spend on social projects. Our total payments made to the Ghanaian Government in 2021 amounted to $172 million (2020: $180 million).