COMPORTAMIENTO DE LA DEMANDA DEL PRODUCTO

practices have come under close scrutiny.”

ANDREW GOULD |CHAIRMAN

THE UK CORPORATE GOVERNANCE CODE

We are reporting this year against the 2012 version of the UK Corporate Governance Code (the Code) and related guidance. Except as referred to below, BG Group has complied with all relevant provisions of the Code throughout the year.

We have not complied with Code provision A.2.1, which states that there should be a clear division of responsibilities at the head of the company between the running of the board and the executive responsibility for the running of the company’s business. In April 2014, Chris Finlayson resigned as Chief Executive and Executive Director with immediate effect. The Board considered carefully how best to manage the business while conducting an extensive global search for a world-class oil and gas chief executive. The Board agreed that, in these exceptional circumstances and given my industry experience and background, it was in the best interests of shareholders for me to step into the role of Executive Chairman on an interim basis until a permanent Chief Executive could be appointed. It was additionally agreed that, in recognition of best governance practice, I should step down as a member of the Remuneration Committee and as Chair of the Nominations Committee for the duration of my tenure as interim Executive Chairman. On assuming my interim executive role, I took the opportunity to review the existing structure of the senior leadership team, and the manner and frequency of their interaction. As a result, the existing Executive sub-Committee structure was streamlined and the Executive Management Committee and Group Leadership Team were created. Efficiencies were also introduced to the Group’s decision-making processes to aid the effective use of management time. Full details of the structure within which the Group has operated during 2014 are set out on pages 48 and 49 of this report and the biographies for the members of the Group Leadership Team who supported me during my tenure as interim Executive Chairman are set out on page 50.

APPOINTMENT OF HELGE LUND

The Group announced the appointment of Helge Lund as Chief Executive and Executive Director of BG Group on 15 October 2014, and Helge joined the Group on 9 February 2015.

STRUCTURE OF THE REPORT This report sets out how BG Group is governed and the key activities of the Board of Directors in promoting effective governance during 2014. Further information on how the Group complied with the UK Corporate Governance Code during 2014 is set out on pages 60 and 61.

The Board and I would like to express our gratitude to Helge himself for the active and constructive role that he played in finding a timely solution. We are also grateful to our shareholders for the support they offered for the appointment of Helge throughout the process, and for supporting the revised remuneration package.

Helge is an excellent appointment for the Company and its shareholders. He is ideally suited to lead BG Group in the next phase of its growth, and to accelerate the creation and delivery of value for our shareholders, while delivering the Group’s business plans. He brings with him, from his time at Statoil, a proven track record as a leading industry executive. This includes a keen strategic focus and, critically, a strong commitment to a values-based culture and a leadership style that I believe will be key to driving the future success of the Group.

BUSINESS FOCUS

Throughout the year, the Board agenda was structured to allow for regular updates on the progress of our major growth projects in Australia and Brazil and the Group’s prospective LNG investment decisions on Lake Charles, Canada and Tanzania. We also oversaw management’s initiatives, even before the recent decline in commodity prices, to drive greater cost and capital efficiency within the business. We monitored the agreed disposals in relation to the QCLNG pipeline in Australia and the CATS pipeline in the North Sea. The Board worked closely with senior management, particularly the Chief Financial Officer and Chief Operating Officer, to ensure that the Group continued to make progress towards important project milestones during a critical year of delivery for the Group.

During 2014, the Board has remained heavily focused on ensuring that the Group’s risk management and internal control systems

culture is being embedded throughout the organisation to support effective risk management and internal control, including through the Group’s operating model and in its business plan and forecasting processes. Further detail is set out in the Audit Committee report on page 56.

I hope that the following pages of this report provide you with greater insight into the discussions held at the Board and its Committees during the year. They provide our view on Board performance in the year following the internal evaluation that was carried out by the Senior Independent Director.

DIVERSITY

As outlined in last year’s Annual Report and Accounts, Peter Backhouse retired as planned at the conclusion of the 2014 Annual General Meeting (AGM), in recognition of his 14-year service.

Following the appointment of Helge Lund, the proportion of women on the Board will be 23%. The Board retains its aspiration, as set out in the Board Diversity Statement made in December 2013, to increase the proportion of women on the Board to 25% by 2015. However, the Board, supported by the Nominations Committee, continues to value diversity in its broadest sense when considering Non-Executive Director appointments and, in addition to considering gender and ethnicity, will look to achieve within the boardroom the appropriate balance of skills, experience, independence and knowledge of BG Group and the industry as a whole. Further details on the Group’s gender diversity statistics as at 31 December 2014 are set out on page 52.

SHAREHOLDER ENGAGEMENT

As detailed above, the Board has undertaken extensive engagement with our shareholders during 2014 and hopes to continue this positive

AGM in early May and full details of the Notice of that Meeting are set out on pages 146 and 147 of this Report.

CONCLUSION

During this challenging year, I have greatly valued the diverse and complementary range of skills and experience of my fellow Board members. All of our discussion and debate have taken place within a culture of openness, mutual trust and respect, and that cohesiveness has enabled us also to integrate successfully the recently appointed Non-Executive Directors. I would like to extend thanks to all of my fellow Board members, and in particular the Senior Independent Director, for their exceptional support and commitment during the course of 2014.

I would also like to extend my gratitude to the Group Leadership Team, who acted as an important check and balance during my tenure as interim Executive Chairman and on whose wide-ranging experience, expertise and capability I came to rely in 2014.

ANDREW GOULD CHAIRMAN STR A TE G IC R EP O R T C O R P O R A TE GO V ER N A N C E FI N A N C IA L S TA TE M EN TS SH A R EHOL D ER IN FOR M A TION

CORPORATE GOVERNANCE