GOVERNANCE STRUCTURE
The object of Lundin Petroleum’s business is to explore, develop and produce oil and gas and to develop other energy resources, as laid down in its Articles of Association. The Company aims to create value for its shareholders through exploration and organic growth. To achieve this value creation, Lundin Petroleum applies a governance structure that favours straightforward decision making processes, with easy access to the relevant decision makers, while nonetheless providing the necessary checks and balances for the control of the activities, both operationally and financially.

The governance structure of Lundin Petroleum can be summarised in the following chart. <Governance Structure>

Lundin Petroleum adheres to principles of corporate governance found in both internal and external rules and regulations.

Main external rules & regulations affecting Lundin Petroleum’s corporate governance:

	Swedish Companies Act (SFS 2005:551)
	Swedish Annual Accounts Act (SFS 1995:1554)
	The NASDAQ OMX Stockholm Rule Book for Issuers (available on www.nasdaqomx.com)
	Swedish Code of Corporate Governance (available on www.bolagsstyrning.se)

Main internal rules & regulations affecting Lundin Petroleum’s corporate governance:

Lundin Petroleum’s Articles of Association
Lundin Petroleum’s Articles of Association, which form the basis of the governance of the Company’s operations, set forth the Company’s name, the seat of the Board, the object of the business activities, the shares and share capital of the Company and contain rules with respect to the Shareholders’ Meetings.

Lundin Petroleum’s Code of Conduct
Lundin Petroleum’s Code of Conduct is a set of principles formulated by the Board to give overall guidance to employees, contractors and partners on how the Company is to conduct its activities. As an international oil and gas exploration, development and production company operating globally, the aim of the Company is to explore for and produce oil and gas in an economically, socially and environmentally responsible way, for the benefit of its stakeholders, including shareholders, employees, business partners, host and home governments and local communities. The Company applies the same standards to its activities worldwide to satisfy both its commercial and ethical requirements.

The Code of Conduct was adopted at the formation of Lundin Petroleum in 2001 when no external rules or regulations regarding corporate governance, which the Company would have had to follow, existed. The Company decided to make its values, principles and commitment explicit in order to set the necessary framework for its ethical conduct, against which the Company could be assessed and evaluated. Performance under the Code of Conduct is assessed on an annual basis by the Board.

Lundin Petroleum’s Policies, Guidelines and Procedures & Management System
While the Code of Conduct provides the Company’s ethical framework, dedicated policies, guidelines and procedures have been developed to outline specific rules and controls applicable in the different business areas. The Company has policies, guidelines and procedures covering for example Operations, Accounting and Finance, Corporate Responsibility including HSE (Health, Safety and Environment), Legal, Information Systems, Human Resources and Corporate Communications. The policies, guidelines and procedures, which are available internally, are reviewed on a continuous basis and are adjusted as and when required.

In addition, Lundin Petroleum has a dedicated HSE Management System (Green Book), modelled after the ISO 14001 standard, which gives guidance to management, employees and contractors regarding the Company’s intentions and expectations in HSE matters. The Green Book serves to ensure that all operations meet Lundin Petroleum’s legal and ethical obligations, responsibilities and commitments within the HSE field.

Lundin Petroleum’s Rules of Procedure of the Board
The Rules of Procedure of the Board contain the fundamental rules regarding the division of duties between the Board, the committees, the Chairman of the Board and the Chief Executive Officer (CEO). The Rules of Procedure also include instructions to the CEO, instructions for the financial reporting to the Board and the terms of reference of the Board committees. The Rules of Procedure are adopted annually by the Board.

NOMINATION COMMITTEE
The shareholders of the Company decide how the Nomination Committee is to be formed at each Annual General Meeting (AGM). The tasks of the Nomination Committee include making recommendations to the AGM regarding the election of the Chairman and other Board members, fees for the Chairman and the other Board members, including fees for Board committee work, election of auditors, fees for the auditors, election of the Chairman at the AGM and principles for appointment of the Nomination Committee for the AGM of the following year. The Nomination Committee members are, regardless of how they are appointed, required to promote the interests of all shareholders of the Company.

The members of the Nomination Committee are announced in a press release at the latest six months before each AGM.

SHAREHOLDERS' MEETINGS
The Shareholders’ Meeting is the highest decision-making body of Lundin Petroleum where the shareholders exercise their voting rights and influence the operations of the Company. Shareholders may request that a specific issue be included in the agenda provided such request reaches the Board of the Company in due time. The AGM is to be held each year before the end of June at the seat of the Board in Stockholm. The notice of the AGM, which is to be given no more than six and no less than four weeks prior to the meeting, is to be announced in the Post- och Inrikes Tidningar (the Swedish Gazette) and on the Company’s website. The documentation for the AGM is provided on the Company’s website in Swedish and in English at the latest three weeks before the AGM.

At the AGM, the shareholders decide on a number of key issues regarding the governance of the Company, such as election of the members of the Board and the auditors, the remuneration of the Board, management and the auditors, including approval of the Policy on Remuneration, discharge of the Board members and the CEO from liability and the adoption of the annual accounts and appropriation of the Company’s result. Extraordinary General Meetings are held as and when required for the operations of the Company.