C a i r n E n e r g y P L C A n n u a l R e p o r t a n d A c c o u n t s 2 0 1 9 C R E A T I N G V A L U E R E S P O N S I B L Y C A I R N E N E R G Y P L C A N N U A L R E P O R T a n d A C C O U N T S 2 0 1 9 Cairn Energy PLC is an independent, UK-based oil and gas exploration, development and production company. Cairn has explored, discovered, developed and produced oil and gas in a variety of locations throughout the world and has extensive experience as operator and partner in all stages of the oil and gas life cycle. Creating value responsibly Cairn is committed to working responsibly as part of our strategy to deliver value for all stakeholders. This means working in a safe, secure, environmentally and socially responsible manner. Strategic Report At a Glance CEO’s Review Business Model A Responsible Approach United Nations Sustainable Development Goals UN SDGs in Action External Industry Overview Operational Review Our Strategy Risk Management Principal Risks to the Group in 2019–2020 Climate Change Policy and Energy Transition Stakeholder Engagement Prioritising Issues Important to Stakeholders and Cairn Responsible Governance Behaving Responsibly to People Behaving Responsibly Towards the Environment Behaving Responsibly to Society Financial Review Leadership and Governance Board of Directors Corporate Governance Statement Audit Committee Report Nomination Committee Report Directors’ Remuneration Report Directors’ Report 4 6 8 10 12 14 16 18 32 36 39 46 50 52 54 56 60 63 66 74 76 87 92 94 124 Financial Statements Independent Auditor’s Report Group Income Statement Group Statement of Comprehensive Income Group Balance Sheet Group Statement of Cash Flows Group Statement of Changes in Equity Section 1 – Basis of Preparation Section 2 – Oil and Gas Assets and Operations Section 3 – Working Capital, Financial Instruments and Long-term Liabilities Section 4 – Income Statement Analysis Section 5 – Taxation Section 6 – Discontinued Operations and Assets and Liabilities Held-For-Sale Section 7 – Capital Structure and Other Disclosures Company Balance Sheet Company Statement of Cash Flows Company Statement of Changes in Equity Section 8 – Notes to the Company Financial Statements Additional Information Licence List Group Reserves and Resources Glossary Company Information 130 136 136 137 138 139 140 144 155 165 172 177 180 183 184 185 186 193 194 195 197 This annual report sets out the performance of Cairn Energy in the 2019 financial year and relevant non-financial information on environmental and social matters has been integrated. Additional information can be found in our Corporate Responsibility Report at cairnenergy.com/working-responsibly Discover more at www.cairnenergy.com/ar2019 S T R A T E G I C R E P O R T 2019 Highlights Net oil production averaged (bopd) Oil and gas sales revenue Net cash inflow ~23,000 US$504m US$390m 2019 2018 ~23,000 17,533 2019 2018 US$504m US$396m 2019 2018 US$229m US$390m Capital expenditure Year end Group cash US$242m* US$147m Read more: Financial Review on P66 and Operational Review on P18 2019 2018 US$242m US$284m 2019 2018 US$66m US$147m * Net of US$27m tax refund and US$21m Nova working capital reimbursement. Cairn Energy PLC Annual Report and Accounts 2019 1 S T R A T E G I C R E P O R T S T R A T E G I C R E P O R T At a Glance CEO’s Review Business Model A Responsible Approach United Nations Sustainable Development Goals UN SDGs in Action External Industry Overview Operational Review Our Strategy Risk Management Principal Risks to the Group in 2019–2020 Climate Change Policy and Energy Transition Stakeholder Engagement Prioritising Issues Important to Stakeholders and Cairn Responsible Governance Behaving Responsibly to People Behaving Responsibly Towards the Environment Behaving Responsibly to Society Financial Review 4 6 8 10 12 14 16 18 32 36 39 46 50 52 54 56 60 63 66 2 Cairn Energy PLC Annual Report and Accounts 2019 S T R A T E G I C R E P O R T Cairn Energy PLC Annual Report and Accounts 2019 3 UK MAURITANIA SENEGAL CÔTE D’IVOIRE ISRAEL S T R A T E G I C R E P O R T At a Glance Our portfolio Cairn's exploration activities have a geographical focus in North West Europe, West Africa and Latin America, underpinned by interests in production assets in the UK North Sea. Our headquarters are in Edinburgh, Scotland supported by operational offices in London, Senegal and Mexico. MEXICO SURINAME Exploration Development Production We hold emerging acreage in Senegal, Mexico, Israel and Mauritania; frontier acreage in Suriname and Côte d’Ivoire and mature acreage in the UK. We hold an interest in the Sangomar Field (Senegal) development project. This was an exploration asset which we have progressed into development. We hold non-operated interests in two production assets in the UK North Sea, Catcher and Kraken, which delivered first oil in 2017. Where we operate Suriname Exploration 1 licence Mexico Exploration 3 licences Israel Exploration 8 licences 13,080 km2 acreage 1,648 km2 acreage 2,698 km2 acreage Note: Post 2019 year end, Cairn no longer holds interests in Norway, Republic of Ireland and Nicaragua. 4 Cairn Energy PLC Annual Report and Accounts 2019 MEXICO SURINAME S T R A T E G I C R E P O R T ISRAEL UK MAURITANIA SENEGAL CÔTE D’IVOIRE Net oil production averaged ~23,000 bopd 2019 2018 ~23,000 17,533 Côte d’Ivoire Mauritania Exploration 7 licences 8,621 km2 acreage Exploration 1 licence option 7,253 km2 acreage Senegal Exploration 3 licences UK Exploration 12 licences 7,137 km2 acreage 3,100 km2 acreage Development 1 development field (Sangomar Field) Production 2 producing fields (Catcher & Kraken) Cairn Energy PLC Annual Report and Accounts 2019 5 S T R A T E G I C R E P O R T CEO’s Review Simon Thomson, Chief Executive Officer C O M M I T T E D T O C R E A T I N G V A L U E R E S P O N S I B L Y 6 Cairn Energy PLC Annual Report and Accounts 2019 S T R A T E G I C R E P O R T Working Responsibly2 Our culture is deeply rooted in our commitment to working responsibly. This means working to deliver value for our stakeholders in a safe, secure, environmentally and socially responsible manner. This is how we retain the trust and support of our stakeholders, which enables us to operate. Our longstanding core values are at the heart of our culture. They are known as the 3R’s: Respect, Relationships and Responsibility. Our Code of Ethics sets out these core values as well as the behaviours and principles which we expect not only our employees, but all those who we work with, to apply on the Company’s behalf. Externally, adherence to key global agreements and standards promoting responsible working practices within business is also critical to us. This includes the United Nations Global Compact, the Extractive Industries Transparency Initiative and the United Nations Sustainable Development Goals. Board Changes Cairn appointed two new independent non-executive directors, with Catherine Krajicek and Alison Wood joining the Board in H2 2019. Cairn today announced the appointment of Erik B Daugbjerg as an independent non-executive director with effect from 14 May 2020. Following this appointment, Todd Hunt will retire as a non- executive director immediately following the Company’s Annual General Meeting on 14 May 2020. Simon Thomson Chief Executive Officer Cairn’s strong operational performance in 2019 was delivered through production and cash flow generation at the top end of guidance and the Group ended the year with an increased net cash position and undrawn debt facilities. A significant milestone was achieved in Senegal with a Final Investment Decision taken for the Sangomar development. Reserve additions were made in both Senegal and the North Sea and the Company encountered exploration success alongside Eni in Mexico. The sale of Cairn’s Norwegian business, combined with exits from exploration positions in Ireland and Nicaragua, demonstrate continued focus on capital allocation as the company seeks to generate further value for shareholders on a sustainable basis. In the year ahead, Cairn looks forward to continuing its near-term exploration drilling programme offshore Mexico whilst progressing the first phase of development execution offshore Senegal. These activities are supported by strong cash flow from our producing assets and a continued fiscal discipline on balancing expenditure. In addition, we anticipate resolution of the proceedings against the Government of India under the UK-India Investment Treaty. Cairn will continue to focus on executing and delivering its strategy efficiently and responsibly as it seeks to add further value for shareholders. Energy Transition1 Cairn recognises that the world is facing significant challenges associated with climate change and we acknowledge that global commitments to minimise temperature rises will require significant growth in lower carbon energy sources. Throughout the year the Board continued to focus on the associated risks and appropriately positioning the company’s strategy. Cairn’s strategy is to play a responsible and competitive role in the production of oil and gas within this transition, providing affordable, sustainable energy alongside renewable sources. We are committed to ensuring our investment decisions are targeting resources that can play a part in the global energy mix and will continue to attract capital in a world where demand for hydrocarbons may be below today’s levels. We are actively engaged in reducing our carbon emissions wherever possible. Cairn Energy PLC Annual Report and Accounts 2019 Cairn Energy PLC Annual Report and Accounts 2019 7 1 Read more on P46 2 Read more on P10 S T R A T E G I C R E P O R T Business Model Cairn’s business model is to hold assets within the oil and gas life cycle in order to create, add and deliver value for stakeholders. The cash flow from production assets funds exploration, appraisal and development activity, making the business model largely self-funding. Assets can be monetised at different points of the life cycle in order to optimise the portfolio. EXPLORATION AND APPRAISAL 4-8 years Identify Explore C R E ATI N G VA LU E Exploration activity, including seismic surveying and drilling, can create material value. OU R STRE N GTHS AN D CAPAB I LITI E S #1 Self-funding business model Our production assets provide the cash flow to sustain exploration, appraisal and development activity. In 2012 we acquired non-operated interests in two UK North Sea development assets, Kraken and Catcher, to provide future cash flow for the business. Both assets started producing in 2017. As this production continues to deliver over time, we will seek to bring on production from new assets to replace it. #2 Financial flexibility Operating a full cycle exploration, development and production business gives us financial flexibility to deliver our strategic objectives, year on year. We maintain a strong funding position through cash flow from our production assets and a largely undrawn debt facility. This allows us to actively assess new venture opportunities and deliver immediate activity. We also apply strict capital discipline to our investment decisions and actively manage our portfolio to optimise capital allocation. #3 Frontier exploration positions Our exploration activity is principally in frontier and emerging basins where the greatest potential value exists. Our frontier exploration position in Senegal, acquired in 2013, has yielded material exploration success and we continue to feed our pipeline of exploration assets, acquiring exploration acreage in a number of new countries during 2018 and 2019. #4 Skills, experience and collective expertise of our workforce Our employees, contractors and suppliers provide the necessary expertise and resources to deliver our work programmes. We ensure they have the right training, tools and knowledge in order to help us to deliver our strategy safely. Contractors and suppliers are required to work to the same high standards as our employees. #5 Responsibility focused culture Cairn has an established, highly experienced and respected leadership team which is committed to working responsibly in delivering company strategy. We never compromise our operating standards. Our focus on delivering value in a safe, secure and environmentally and socially responsible manner is one of our strategic objectives and is measured through our company Key Performance Indicators. WHAT CAI RN OFFE RS Our responsible approach Our approach is governed by our commitment to working responsibly across all our activities. This means working in a safe, secure, environmentally and socially responsible manner. Our experience Cairn has over 30 years’ experience as an operator and partner at all stages of the oil and gas life cycle and has successfully discovered and developed oil and gas reserves in a number of international locations in partnership with host governments. Our expertise and agility We pride ourselves on seeing value where others might not and on being the right size of organisation to move quickly and responsibly to pursue this value. 8 Cairn Energy PLC Annual Report and Accounts 2019 S T R A T E G I C R E P O R T DEVELOPMENT PRODUCTION 2-5 years 10-25 years Appraise Develop Produce Return & reinvest A D D I N G VA LU E R E A LI S I N G VA LU E Moving exploration success into development, or acquiring development assets, adds value. Progressing development assets into production results in cash flow to reinvest or return to shareholders, realises value. This culture of working responsibly is embedded throughout our business in our management systems and is enshrined in our policies and principles. We operate to international, leading industry standards in health, safety and environmental management and we never compromise our standards. We look for partners who share the same fundamental commitment to international good practice, ensuring projects are managed in a responsible and respectful manner. We have a track record of safe and effective operations and extensive experience operating both onshore and offshore, in shallow and deep water locations, in remote and frontier locations and in benign and harsh weather environments. Our industry experience has included opening new oil basins and creating value through exploration success and commercialising resources across South Asia and most recently in West Africa. Cairn created transformational growth and significant value through the discovery in 2004, and subsequent development and production, of hydrocarbons in Rajasthan, India. More recently Cairn drilled the first ever deepwater wells offshore Senegal which resulted in two basin opening discoveries, one of which was the largest global oil discovery of 2014. CRE ATI N G VALU E RE S P ONS I B LY We are committed to making a positive contribution, wherever we operate, by delivering tangible benefits to our stakeholders. This includes the value distributed through salaries, taxes, payments to authorities, contractors and suppliers, capital spending and social investment. Oil and gas sales revenue Payments to governments US$504m US$37.8m Capital expenditure Social investment US$242m* US$483,995 Employee salaries and benefits US$39.1m * Net of US$27m tax refund and US$21m Nova working capital reimbursement For more information please see our Corporate Responsibility Report: www.cairnenergy.com/working-responsibly Cairn Energy PLC Annual Report and Accounts 2019 9 S T R A T E G I C R E P O R T A Responsible Approach We strive to deliver value in a safe, secure, environmentally and socially responsible manner for all our stakeholders. Internally, we have in place comprehensive systems and standards which reinforce our culture of working responsibly. Externally, we adhere to key global standards promoting responsible working practices. Leadership and strong corporate governance are key to ensuring we operate in accordance with these standards and systems. Read more: CEO's Review on P7 and Leadership and Governance on P72 Internal Values Our core values are known as the 3Rs: Respect, Relationships and Responsibility. Code of Ethics Employees and partners are required to work in accordance with the code which sets out our core values, behaviours and Business Principles. Revised and reissued in 2019. Read more: Business Principles on P53 Key Policies – Health, Safety and Security – Environment – Social Responsibility – Major Accident Prevention – People – Tax Corporate Responsibility Management System Our key management system instructs employees how to carry out business activities in accordance with the business strategy, Code of Ethics and CR Policies and is reviewed annually by the Board. CRMS revised against leading global performance standards in 2019. Human Rights Our Human Rights Guidance defines how we identify, assess and manage potential human rights issues at key project stages. Guidance updated in 2019. Anti-Bribery and Corruption We have a zero-tolerance position on ABC matters; everyone we work with must sign up to our ABC policy. 3 R s UNGC Cod e o f Ethic s s licie o P C R M S H u R m i g a n h t s ABC T C F D U N S D G s C IF E I T I M SA 10 Cairn Energy PLC Annual Report and Accounts 2019 External 3 R s UNGC ABC T C F D Cod e o f Ethic s s licie o P C R M S H u R m i g a n h t s U N S D G s C IF E I T I M SA S T R A T E G I C R E P O R T United Nations Global Compact We support this initiative for businesses committed to aligning their strategies with universally accepted principles in human rights, labour, environment and anti-corruption. Participation renewed in 2019. Extractive Industries Transparency Initiative We participate in the EITI, the coalition of governments, companies and society promoting transparency of payments in oil, gas and mining sectors. Membership renewed in 2019. United Nations Sustainable Development Goals We support the 17 goals which help to guide us in minimising impacts and maximising benefits of our activities in countries where we work. International Finance Corporation We align our CRMS with the IFC Performance Standards on Social and Environmental Sustainability. Modern Slavery Act We operate in accordance with the UK MSA. Our selection procedure for service providers includes modern slavery assessments. Our MSA statement is available online. Task Force on Climate-Related Financial Disclosures We continue to assess our reporting against TCFD, complying with a number of recommended disclosures. Read more: Climate Change Policy and Energy Transition on P46 Cairn Energy PLC Annual Report and Accounts 2019 11 S T R A T E G I C R E P O R T United Nations Sustainable Development Goals We support the United Nations Sustainable Development Goals (UN SDGs). The SDGs are a series of 17 goals to promote prosperity for all while protecting the environment. They provide the business community with a framework for assessing the impact and value of their activities. We assess our contributions through civil society commentary, stakeholder enquiries and community engagement. Not all 17 goals can be applicable to every business. Our contributions to goals applicable to our business in 2019 are summarised below. Minimise negative impacts SDG Maximise positive impacts Minimise negative impacts SDG Maximise positive impacts Requisite payments to host governments throughout our operations Read more on P55 Continued to offer employee health benefits across organisation Read more CR Report Developed and delivered health and well-being initiatives Read more CR Report Continued to support English language training for students at the Earth Sciences Institute (IST) in Senegal Read more on P65 Joined a cross-industry initiative to support a vocational training institute (NATIM) in Suriname Read more on P28 Maintained a robust equality and diversity policy; increased female board representation during year Read more on P57 Production of oil and gas to meet energy demands through the transition to a low carbon economy. Contribute to energy security for host nations; Senegal development expected to contribute to domestic gas supply substantially replacing higher carbon sources of electricity generation in Senegal Read more on P65 Continued to implement policies for local procurement and supplier development Read more on P65 Continued to support the development of a National Institute of Oil and Gas (INPG) through our joint venture in Senegal Read more on P65 Continued to support Invest in Africa in Senegal, training local businesses and setting up a portal for SMEs to access oil and gas contracts Read more on P65 Continued to support EITI in promoting transparent payments to governments by the extractive industry and promoting fair distribution of benefits in host nations Attended the global EITI conference Read more on P55 Promoted human rights, environmental and safety standards through contracts and monitoring Read more on P64 Cairn Energy PLC Annual Report and Accounts 2019 Continued to apply robust waste and chemical management plans throughout our operations Read more on P60 Implemented measures to minimise disruption to fishing activities offshore Mexico, Suriname and the UK and Norway Read more on P63 Enhanced employee travel health and security risk management Read more on P59 Continued to apply CRMS to protect health and safety of workers Read more on P58 Trained employees in travel health and security risk management Read more on P59 Implemented EIA and Environmental Management Plan measures for operations in Mexico, Norway, Suriname and the UK to protect water quality around our operations Read more on P62 12 S T R A T E G I C R E P O R T S T R A T E G I C R E P O R T UN SDGs in Action Minimise negative impacts SDG Maximise positive impacts Mitigated emissions by minimising energy consumption and flaring Endorsement of Global Gas Flare Reduction Partnership Read more on P46 Subjected all 2019 operations to EIA and environmental management measures in line with our CRMS and Environmental Policy Read more on P62 Implemented robust programmes for accident prevention and preparedness and response Read more on P58 Continued to adhere to our robust human rights policies to ensure human rights violations do not occur in supply chain Read more on P64 Improved awareness of human rights with a workshop and training Read more on P64 Engaged with marine authorities in Mexico and set up a local grievance mechanism Read more on P63 Contribution to climate change adaption through social investment Read more on P28 Promoted deferred production of gas in preference to flaring with our non-operated partners Read more on P48 Funding provided to Heriot Watt university to support clean energy research themes Shared findings of all ESIAs with government authorities Read more on P62 Conducted biodiversity studies in Mexico and monitored sea turtles Read more on P62 Maintained robust ABC management policies and procedures Read more on P55 Support to institutional training in Senegal Read more on P65 EITI reporting in participating countries Read more on P55 Continued to support the UNGC Read more on P7 Supported the new 2019 EITI standard Read more on P55 Our contribution to the UN SDGs through our activities in Senegal is described in detail on page 65. Our contribution to the UN SDGs through our historic activities in India is described in detail on page 14. Cairn Energy PLC Annual Report and Accounts 2019 13 13 S T R A T E G I C R E P O R T UN SDGs in Action C A S E S T U D Y L A U N C H O F S O C I O - E C O N O M I C I M P A C T S T U D Y In November 2019 the UK India Business Council launched a campaign to highlight the importance of the socio-economic contribution that UK businesses make in India. The campaign is being delivered in partnership with the UN Development Programme to harness the resources in finance, innovation and strategy of the business sector in India for the successful implementation of the UN Sustainable Development Goals (SDGs). The SDGs are an ambitious declaration of global aspirations, ranging from eliminating poverty, hunger, and violence against women to providing legal identity and equal access to justice to every person in the world. Adopted unanimously by the 193 UN Member States in September 2015, the SDGs are meant to guide global development efforts for 15 years, from 2015 to 2030. Cairn’s investment in India was presented at the launch event of the Socio-Economic Impact Study in Delhi as an example of British business working in support of the SDGs. “ We started Kiri Logistics in 2003 when Cairn came to Rajasthan for the first time. They were the ones who gave us this chance and employed local youth. We were able to use this opportunity and prove ourselves to reach this position.” Lalit Kiri, entrepreneur and Director of Kiri Logistics, service providers to the Indian and international oil and gas industry. 14 Cairn Energy PLC Annual Report and Accounts 2019 S T R A T E G I C R E P O R T C A S E S T U D Y I N V E S T M E N T L E G A C Y I N R A J A S T H A N August 2019 marked the 10th anniversary of first oil from Mangala Oil Field in Rajasthan, the largest onshore discovery in India for more than 25 years. From a barren desert landscape, Cairn discovered more than one billion barrels of oil which continues to generate significant revenues for the country with more than US$20 billion to the Indian Government to date. Together with its joint venture partners Cairn invested ~US$6bn in projects that have benefitted the nation and local communities: – Rainwater harvesting, capacity to store more than 10 million litres of drinking water – Mobile health van, serving over 8,500 people in remote local communities – Enterprise Centre, training more than 3,000 people, supporting development of local businesses – Rural dairy development, over 900 dairy farmers registered in different co-operatives Cairn Energy PLC Annual Report and Accounts 2019 Cairn Energy PLC Annual Report and Accounts 2019 15 15 S T R A T E G I C R E P O R T External Industry Overview This industry overview, provided by Heriot-Watt University, gives an independent view of the industry in which Cairn operates. About the authors: Dr Julian Fennema – Honorary Associate Professor at Heriot-Watt University Dr Erkal Ersoy – Assistant Professor at Heriot-Watt University, Centre for Energy Economics Research and Policy Heriot-Watt University is one of the UK’s leading universities for business and industry. The university’s Centre for Energy Economics Research and Policy (CEERP) research group forms a key point of support and collaboration with the energy industry. Cairn has a well-established and long standing relationship with Heriot-Watt University, promoting the exchange of learning across academia and industry. Most recently Cairn has collaborated to support a new energy scholarship programme at Heriot-Watt. This programme will focus on developing future talent and research in subsurface and geosciences to help create a lower carbon future. 1 Based on a comparison of Stated Policies and Sustainable Development scenarios from IEA World Energy Outlook 2019. 2 Primary energy demand in the OECD countries has been grown by just 0.6% over 2008-2018 but the economies have grown by 16.6%. 3 The current car fleet is highly inefficient, converting approximately 30% of potential energy into kinetic energy (the remainder is lost as heat or sound). Improvements to the non-electric car fleet are expected to stem over nine million barrels per day of growth in oil demand, three times more than that expected from the introduction of 300 million electric vehicles to the fleet. For developing economies, with a relatively small passenger vehicle fleet compared to overall oil consumption there are fewer efficiency gains to be made, such that the growth effect again dominates the efficiency effect. 4 Under the IEA’s Stated Policies scenario as discussed in the World Energy Outlook 2019. 5 According to OGA: https://www.ogauthority.co.uk/data-centre/data-downloads- and-publications/well-data/ 6 https://www.rystadenergy.com/newsevents/news/press-releases/upstream- renaissance-for-the-uk-offshore-sector/ 7 https://oilandgasuk.co.uk/product/economic-report/ 8 These include Neptune Energy’s Seagull, Apache North Sea’s Storr, and Wintershall Dea’s Sillimanite, which straddles the UK-Netherlands border. 9 https://www.gazprom.com/press/news/2019/may/article480304/. These figures are C1 + C2, which is equivalent to proved + probable + possible reserves. 10 https://www.rystadenergy.com/newsevents/news/press-releases/operational- production-costs-have-fallen-globally/ 1 CLIMATE CHANGE POLICY AND ENERGY TR ANSITION 2019 has seen continuing momentum in the public discourse, from government and regulators to protests by individuals and focus groups, on the need for an energy transition to address the question of climate change. There remains, however, a gap between the high-level rhetoric and the detail, and between policies committed to date and those required for sustainable, accessible energy. According to the International Energy Agency (IEA), under currently planned policies the levels of carbon emissions in 2040 will be double those targeted by the 2016 Paris Agreement.1 Even the levels projected in the Sustainable Development Scenario do not yet meet the levels proposed in the 2018 Special Report on Global Warming of 1.5ᵒºC by the International Panel on Climate Change (IPCC). In a growing world economy, two strong and counteracting forces act on the total demand for energy. The production of more goods and services requires increased energy consumption but, as technology progresses, less energy is consumed per unit of economic output. In advanced economies, the efficiency effect dominates2. Whilst ever more efficient technologies are being implemented, in developing countries the economic growth effect outweighs the efficiency gains. These developing countries are expected to account for more of global economic growth than the advanced economies, such that overall global energy demand is forecast to rise by around a quarter by 2040, albeit with a doubling of overall output. The extent and composition of this energy consumption growth is highly uncertain, with unknown technical progress and government policies on climate change influencing the market supply and demand for different fuels. World Energy Outlook (WEO): IEA 2019 change in energy demand 2018-2040 by region and fuel 1,000 e o t 500M 0 -500 China India Africa Middle East SE Asia Japan US EU Coal Oil Gas Low-Carbon Technology in a sector tends to dictate the fuel – transport accounts for 65% of total oil consumption. Whilst the efficiency effect characterises the transport sector in advanced economies3 with falling oil demand as a result, this is counteracted by the growth effect for the developing economies. Under current policies, therefore, demand for oil is expected to plateau by 20404, with quantity reductions only occurring if new policy measures are introduced. 16 Cairn Energy PLC Annual Report and Accounts 2019 S T R A T E G I C R E P O R T Increasing interconnections in world markets, from new pipelines and developments in liquefied natural gas trade, will continue to drive the adoption of gas as a lower carbon form of energy, in particular for electricity generation as a greener substitute for coal. Coal currently represents 27% of primary energy supply and emits the most carbon per unit of electricity – making it the easiest win in reducing carbon emissions consistent with the Paris Accord. Amongst the developing countries China’s substitution away from coal, however, is outweighed by the growth from India, although continued moves away from coal in advanced economies drive the expectation for a small reduction overall. 2 NORTH SE A North Sea exploration was on the rise in 2019, with a doubling of UK offshore exploratory drilling after a low level of activity in 2018.5 This level of activity is comparable to those we saw in early to mid- 2010s and is the highest since 2012. This pattern signals the capital commitments and portfolio adjustments in 2018 taking effect in 2019. Further, offshore development drilling increased by approximately 50% year-on-year between 2018 and 2019. This level of activity could be maintained in the medium term with Rystad predicting up to 38 new project commitments in the next three years.6 Such a development would pave the way for a surge of activity for contractors and service companies operating within the shelf. This, in conjunction with the evolving operator landscape in the UKCS, could breathe new life into the sector. According to Oil and Gas UK (OGUK)7, several projects in the UK Continental Shelf have been given the green light for investment in 2019.8 Hurricane’s Lincoln field in the West of Shetland remains the largest development at an estimated $5.4 billion.7 These come in addition to the buzz created by CNOOC and Total’s Glengorm discovery in early 2019, which is the largest gas discovery in the UK since Culzean in 2008. However, these greenfield developments do not represent the whole picture. Value creation through merger and acquisition activities has continued in 2019, amounting to over $5 billion.7 Chrysaor’s acquisition of the majority of ConocoPhillips’ UK portfolio topped the list at a value approximately half this total figure. This signals the continuation of the 'acquire and exploit' approach, where under-capitalised assets’ operational processes are streamlined to optimise production and lower costs. Across both greenfield and brownfield investments, the North Sea has had a dynamic year in 2019. 3 GLOBAL E XPLOR ATION Elsewhere, Russian arctic waters hosted exploration success with Dinkov and Nyarmeyskoye discoveries amounting together to nearly 1.5 billion barrels of oil equivalent.9 Exxon’s success in the disputed waters of Cyprus placed the country on the map once again with an estimated 5-8 trillion cubic feet of natural gas that, if developed, could reduce European dependence on Russian gas. In 2019, discoveries in Africa were not far behind other geographic hotspots. According to Rystad, top ten largest conventional discoveries featured Mauritania, South Africa, and Ghana. With nearly 2.3 billion barrels of oil equivalent, these countries jointly accounted for over a quarter of the global total. 4 COST ENVIRONMENT AND INVESTMENT TRENDS IHS capital and operating cost indices through the third quarter of 2019 show subtle signs of cost inflation in line with the trend we observed in 2018. Although the operating cost index appears to have stabilised in 2019, these indices are aggregated and, therefore, conceal regional divergences. For example, the unit operation costs for UKCS operators have declined by approximately 30% from their global high since 2014, while other markets have seen slight cost inflation over the same period.10 The upward pressure on the barrel price tends to have a tightening effect on the market for inputs to the production process, but with a lag, so the downward price trend we experienced in 2019 did not translate into declining cost indices globally. The graph below shows the linkages between the oil price and the capital cost (the cost of constructing a producing facility) and the operating cost (the ongoing cost of producing from this facility). Within the deepwater market, sustained Floating Production Storage Offloading (FPSO) utilisation rates and increases in offshore exploration, and subsequent development, are likely to drive strong demand in factor inputs in the short to medium term. A key determinant of this will be Field Investment Decisions (FIDs) being considered in boardrooms, especially given the uptick in exploration success in 2019. In the big picture, decisions in 2020 are likely to be critical in setting the scene for the next few years. IHS cost and Brent crude price indices 250 200 C o s t I n d e x 150 100 50 500 400 300 P r i c e I n d e x 200 100 2019 saw a surge of exploration activity and the highest discovered volumes since 2015, indicating that the decreased appetite for exploration that we observed in 2018 seems to have become a thing of the past. Guyana continued to bring exploration success, and Europe and South America offered up the most oil and gas discoveries in the second and third quarters of the year. 0 2000 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 2019 0 Operating Costs Capital Costs Oil Price Index Capital and operating cost indices from IHS Markit and oil price index (2000 = 100) based on Brent FOB price ($) from EIA. Cairn Energy PLC Annual Report and Accounts 2019 17 S T R A T E G I C R E P O R T O P E R A T I O N A L R E V I E W 2019 Summary – ᵒNet oil production averaged ~23,000 bopd, at upper end of guidance (2018: 17,500 bopd) – Oil and gas sales revenue US$504m (2018: US$396m), average realised oil price US$65.70/bbl; average production cost US$17.4/boe – Net cash inflow from oil and gas production US$390m – Capital expenditure was US$242m* – Year end Group cash US$147m, excludes proceeds from sale of Capricorn Norge of ~US$108m, completed in February 2020 – Operating profit US$155m (2018: Operating loss US$129m) – Net impairment reversal of US$68m (2018: charge of US$166m): Reversal of US$147m Kraken impairment, offset by US$79m goodwill impairment – ᵒIncrease 2P reserves by 150% to 142 mmboe 2020 Outlook – Estimated net production of 19,000 to 23,000 bopd; targeting average production cost99% for five resolutions – No resolutions with <92% in favour – Full Director attendance expected – 14 ordinary resolutions and 4 special resolutions being proposed to shareholders The Board uses the AGM to communicate with private and institutional investors and welcomes their participation. It is policy for all Directors to be present at the AGM, with the Chair of each of the Board committees expected to attend and be prepared to answer shareholder questions on areas within their remit. Our employees based in Edinburgh are also invited to attend the AGM as the Directors recognise that this provides a valuable opportunity for workforce engagement with the Board. As part of our commitment to transparency we look to involve shareholders fully in the affairs of the Company and to give them the opportunity at the AGM to ask questions about the Company’s performance and activities. Details of resolutions to be proposed at the AGM on 14 May 2020 and an explanation of each resolution can be found in the separate Notice of AGM. The proxy votes for and against each resolution, as well as abstentions, will be counted before the AGM and the results will be made available following the meeting after the shareholders have voted in a poll on each resolution. Both the Form of Proxy and the poll card for the AGM include a ‘vote withheld’ option in respect of each resolution, to enable shareholders to abstain on any particular resolution. It is explained on the Form of Proxy that a ‘vote withheld’ is not a vote in law and will not be counted in the calculation of the proportion of the votes ‘for’ or ‘against’ a resolution. To date, the Company has never received 20% or more of votes cast against the Board recommendation for any resolution proposed at an Annual General Meeting of the Company. Information Pursuant to the Takeover Directive The Company has provided the additional information required by the Disclosure and Transparency Rules of the UK Listing rules (and specifically the requirements of DTR 7.2.6 in respect of directors’ interests in shares; appointment and replacement of directors; powers of the Directors; restrictions on voting rights and rights regarding control of the Company) in the Directors’ Report. 84 Cairn Energy PLC Annual Report and Accounts 2019 L E A D E R S H I P A N D G O V E R N A N C E Internal Control The Board has overall responsibility for the Group’s system of internal control, which includes all material controls, including financial, operational and compliance controls and related risk management, and for regularly reviewing its effectiveness. The system of internal control is designed to identify, evaluate and manage significant risks associated with the achievement of the Group’s strategic objectives. Because of the limitations inherent in any system of internal control, Cairn’s system is designed to meet its particular needs and the risks to which it is exposed, with a focus on managing risk rather than eliminating risk altogether. Consequently, it can only provide reasonable and not absolute assurance against material misstatement or loss. The Company has in place an Integrated Internal Control and Assurance Framework (the “Framework”), which plays a critical role in setting out how the Company manages and assures itself that the risks relating to the achievement of corporate vision, strategy and objectives are effectively controlled. The Framework is based on the Committee of Sponsoring Organisations (COSO) framework and its five key components, which is a commonly used and recognised international framework for considering internal control systems. The COSO framework seeks to help organisations develop systems of internal control which help facilitate the achievement of business objectives and improvements in Company performance. The COSO framework also supports organisations in adapting to increasingly complex business environments and managing risks to acceptable levels with the aim of safeguarding shareholders’ interests and Company assets. – Assurance maps for the Group were updated in Q1 2019 to capture the key sources of assurance for business critical activities across the Group. The assurance map will be updated annually; – EY, the Group’s internal auditor, delivered the annual internal audit plan which consisted of a number of risk areas identified from the risk register. Topics covered in 2019 included IS strategy and Governance, Non-Operated JV Management, CRMS, and Key Financial Controls. The Group has been working through the year to implement any identified improvements; and – To ensure awareness, understanding and compliance on important governance, regulatory and security topics, mandatory e-learning was also implemented across the Group, which included comprehensive modules on business ethics, anti-bribery and corruption, CMAPP and cyber security. The following describes the key elements of the Framework and the processes used by the Board during 2019 to review the effectiveness of the system and the approach to be taken in 2020. 1. Strategic Direction The Company’s strategy and business plan are proposed by the SLT and approved by the Board. The Chief Executive is responsible for managing the Company’s business and implementing the Company’s strategic objectives in consultation with the Board and SLT. The Chief Executive is also responsible for implementing the decisions of the Board and its committees and driving performance measured against the Company’s KPIs. The Framework has been in place for the 2019 financial year and up to the date of approval of the Annual Report and Accounts. The Board, supported by the Audit Committee, has carried out a review of the effectiveness of the systems of internal control during 2019 and will ensure that a similar review is performed in 2020. In so doing, the Board and Audit Committee took into account the assurance provided by the Chief Executive in respect of the effectiveness of the Group’s system of internal control. The Board is accordingly satisfied that effective controls are in place and that risks have been mitigated to a tolerable level across the Group in 2019. 2. Operating Management The Company operates various regional units covering different countries and assets and with multiple partners on both an operated and non-operated basis. The assets within each region are the principal focus for our regional managers, who are tasked with delivering the strategic objectives for their particular region, with a combination of operational and technical teams as well as functional departments providing support to each of the assets. The implementation of the Cairn Operating Standards supports this process, providing assurance, standards and consistency in the delivery of our strategic objectives. The Executive Directors continue to be supported by the SLT as well as by the MT and ELT. Further information on these teams and their remit can be found on pages 81 and 82. There are also a number of functional department heads whose roles include providing expert input and challenge to the Company’s work programmes, budgets and business plan; and supplying the Directors with full and accurate information with which to make statements on the adequacy of internal control. The Company refreshes its business plan, work programme and budget on an annual basis in line with its overall strategy. These documents start at asset level before being consolidated at regional and Company levels. The business plan sets out detailed objectives and KPIs for each asset and supporting functional departments, and is consolidated into the Company’s strategic planning. After an iterative process, the annual business plan, work programme and associated budget are presented to the Board for approval. The Asset Management Teams then have the required authority to implement the business plan and to deliver the agreed work programmes within the approved budget and delegations of authority, and in accordance with the internal control framework. Particular attention has been placed by the Company’s management on ensuring that an effective system of internal control has been maintained during the year in relation to the key risks in the Company’s business activities. Enhancements have been made during 2019 to the following key controls, business processes and procedures: – The Board completed a risk workshop which focused on identifying and analysing potential threats from climate change policy and the energy transition. The objective of the workshop was to give the Board further insight into some of the potential threats to Cairn during the transition to a low carbon economy and to consider some initiatives to strengthen the governance of the risks and opportunities associated with the transition; – The MT conducted a review of the risks, mitigations and actions identified on the Group risk register each quarter to ensure ownership for the risks, mitigations and actions were clearly assigned and implementation dates for actions were tracked; – An anti-bribery and corruption risk assessment was completed on Mexico to identify high risk areas. A number of actions were agreed at the workshop to further mitigate the identified risks; – Pinsent Masons completed a review of the Group’s anti-bribery and corruption management system. The objective of the review was to assess the design of the bribery and corruption compliance programme. The review concluded that the anti- bribery programme is well designed. The report identified possible enhancements which will further strengthen the compliance programme. These will be actioned in 2020; – A compliance dashboard was developed to assess compliance with a number of key regulations impacting the Group including UK Bribery Act, GDPR, CCO, CMAPP and modern slavery. The dashboard was presented at each RMC meeting and annually to the Audit Committee as part of the year end control assessment; Cairn Energy PLC Annual Report and Accounts 2019 85 L E A D E R S H I P A N D G O V E R N A N C E Corporate Governance Statement continued 3. Risk Management The Board is responsible for maintaining sound risk management and internal control systems across the Cairn Group. The Board must satisfy itself that the significant risks faced by the Group are being managed appropriately and that the system of risk management and internal control is sufficiently robust to respond to internal or external changes in the Group’s business environment. The RMC continues to be responsible for the development of risk management strategy and processes within the Company and for overseeing the implementation of the requirements of this strategy. It does this by ensuring that the framework for the identification, assessment, mitigation and reporting on all areas of risk is fit for purpose and that appropriate assurance arrangements are in place in relation to these risks to bring them within the Risk Appetite Statement approved by the Board. To supplement the role of the RMC, the Group Risk Management Procedure defines the processes through which Cairn seeks to systematically identify, analyse, assess, treat and monitor the business risks faced by the Group. The Group Risk Management Procedure also identifies the risk management organisational structure through which business risks are managed and regularly reviewed at operating, asset, country and Company levels. Asset-, project-, country-, and functional- level risk registers are used to capture, assess, monitor and review risks before the principal risks are consolidated into the Group risk register. In 2019, risk management updates were presented at each Board meeting and as part of an annual process, the Board undertook a strategic risk workshop in November 2019 (see page 85). The RMC, which continues to meet on a quarterly basis, is currently chaired by the Chief Executive and comprises the Executive Directors and senior functional management. The internal auditor also attends RMC meetings, in order to ensure integration of the Group’s internal audit plan with the risk management process. Regular MT risk sessions were also held during 2019 to manage and facilitate the assessment and treatment of business risks that may affect the Company’s ability to deliver its strategy. Enhancements to our approach to risk management during 2019 included the following: – The MT formally conducted a review of the risks, mitigations and actions identified on the Group risk register each quarter to ensure ownership for the risks. Mitigations and actions were clearly assigned and implementation dates for actions were tracked; and – The RMC reviewed a gross to net risk assessment of principal risks, in order to gain a deeper understanding of high impact risks and identify any areas where there is a reliance on controls and mitigating actions. The RMC reports on the Company’s risk profile to both the Audit Committee and the Board. Additionally, the Audit Committee and the Board receive internal reviews of the effectiveness of internal controls relative to the key risks. The conclusion of the Board following these reviews during 2019 is that the internal controls in respect of key risks are effective. 4. Assurance The ‘three lines of defence’ framework adopted by the Board provides three levels of assurance against the risks facing the Company: first of all at the operational level; secondly through overview by functional management and the RMC; and thirdly through internal or joint venture audits. The integrated internal control and assurance framework document includes a description of the Company’s business and assurance models and of its organisation and committee structure and defines the relevant roles and responsibilities. The framework defines the key policies and procedures which govern the way in which Cairn conducts its business and is therefore a core part of its system of internal control. During 2019, the Directors reviewed the effectiveness of the Company’s system of financial and non-financial controls, including operational and compliance controls, risk management and high- level internal control arrangements through the completion of internal control self-assessment questionnaires. These questionnaires, which are tailored to each region or function, are designed to provide an internal assessment of the effectiveness of key controls for the Group’s principal risks. Additionally, assurance maps for principal risks are developed, which outline the key sources of assurance across the ‘three lines of defence’. The ‘three lines of defence’ model is a method of assessing different sources of assurance the Group can rely on when analysing key risks and controls. Assurance is gained through the application of the business management system which directs the day-to-day running of the business (first line), the oversight functions within Cairn which provide challenge to the risk and control environment (second line) and any third party reviews the Group instructs to assess the status of a risk/control (third line). The assurance maps help identify potential areas of control weakness and/or ineffective use of assurance resources across the Group, which influenced the topics included in the 2019 Group internal audit plan. The Directors derived assurance from the following internal and external controls during 2019: – A regularly updated schedule of matters specifically reserved for decision by the Board; – Implementation of the Cairn Operating Standards for key business activities; – An appropriate organisational culture and structure; – Control over non-operated joint venture activities through delegated representatives; – Specific delegations of authority for all financial transactions and other key technical and commercial decisions; – Segregation of duties where appropriate; – Business and financial reporting, including KPIs; – Functional management reviews; – An annual ‘letters of assurance’ process, through which asset and functional managers review and confirm the adequacy of internal financial and non-financial controls and their compliance with Company policies, and report any control weaknesses identified in the past year and actions taken in respect of any weaknesses identified in the prior year; – A ‘letter of assurance’ from the Chief Executive confirming the adequacy of internal controls within the Company in line with its policy, and reporting of any control weaknesses identified in the past year and actions taken in respect of any weaknesses identified in the prior year; – An annual internal audit plan, which is approved by the Audit Committee and Board and is driven by risks and key controls; – Reports from the Audit Committee and RMC; – Reports from the external auditor on matters identified during its statutory audit; – Reports from audits by host Governments and co-venturers; – Independent third party reviews; and – The skills and experience of the workforce. Ian Tyler Chairman 9 March 2020 86 Cairn Energy PLC Annual Report and Accounts 2019 Audit Committee Report L E A D E R S H I P A N D L E A D E R S H I P A N D G O V E R N A N C E G O V E R N A N C E The Audit Committee Members and meetings in 2019 The Audit Committee’s primary responsibilities include the integrity of the Group’s Financial Statements, the effectiveness of the Group’s risk management and internal assurance processes and related governance and compliance matters. Keith Lough (Chair) Nicoletta Giadrossi Alison Wood1 Alexander Berger2 Meetings attended Member since 05/15 05/18 07/19 03/12 1 Alison Wood was appointed a member of the Audit Committee with effect from 1 July 2019. The number of meetings she attended is stated from this date. 2 Alexander Berger retired as a Non-Executive Director on 17 May 2019. The number of meetings he attended is stated up to that date. Dear Shareholder Composition and Summary of Audit Committee Meetings During the Year I served as Chair of the Audit Committee for the duration of the year having been appointed Chair in 2018. Serving with me on the Audit Committee are two of my fellow Non- Executive Directors, Nicoletta Giadrossi and Alison Wood, who joined the Committee with effect from 1 July 2019. Alison replaces Alexander Berger who stepped down as a Non-Executive Director at the AGM. Both Nicoletta and Alison are considered by the Board to be independent. Ian Tyler also attended meetings in his capacity as Chairman of the Cairn Energy PLC Board but is not a member of the Committee. The members of the Committee have been chosen to provide the wide range of financial and commercial experience needed to fulfil these duties. Alison and I are qualified accountants with recent and relevant financial experience. Nicoletta brings comprehensive industry knowledge to the Committee. At our request, the CFO, the Chief Executive (in his capacity as executive responsible for internal audit) and senior members of the finance and risk and compliance departments attend each meeting. Additionally, both internal and external auditors also attend. I also met privately with the external audit partner to discuss matters relevant to the Group throughout the year. The Audit Committee met four times in 2019, with meetings arranged around the key external reporting dates. The first meeting in March 2019 focused on the 2018 year end external audit process (reported in the 2018 Annual Report and Accounts). Meetings in June and August both centred on the Group’s half year reporting and a November meeting focused on planning for the 2019 year end cycle and external audit process and the internal work programme for 2019. Subsequent to the year end, a further meeting was held in March 2020 to conclude the 2019 audit and significant issues. At each meeting the Committee receives an updated report from the external auditors which either explains their plans and scope for a forthcoming audit or review, or contains the conclusions from that audit or review. The Audit Committee also receives a report on the internal audit process, tracking the progress of internal audits and reviewing their output and recommendations. The Audit Committee also closely monitors Cairn’s risk management system, reviewing the activities of the Group’s Risk Management Committee and the Group’s risk management project plan with further reviews and challenges of the Group’s risk registers and opportunity matrix at each Committee meeting. Other business covered by the Committee includes the annual approval of corporate assumptions and the annual review of the Group’s policy on non-audit services and its Whistleblowing Policy. Cairn Energy PLC Annual Report and Accounts 2019 87 L E A D E R S H I P A N D G O V E R N A N C E Audit Committee Report continued Responsibilities and Activities During the Year The Terms of Reference of the Committee take into account the requirements of the UK Corporate Governance Code and are available for inspection on the Group’s website. A summary of the Committee’s principal responsibilities and activities during the year is set out below. Financial Statements Principal responsibilities of the Committee Key areas formally discussed – Monitoring the integrity of the Financial Statements of the Group and formal announcements relating to the Group’s financial performance; – Going concern conclusions and linkage to the Viability Statement; – Significant accounting issues at the half year and year – Reviewing any significant financial reporting end (see below); and judgements; and – Reviewing the appropriateness of accounting policies, their consistent application and disclosures in financial statements. – Approval of the Group’s corporate assumptions (those impacting impairment testing are summarised in section 2 of the Financial Statements). External audit – Overseeing the Group’s relationship with the external – Reviewing the external auditors’ scope and audit plan auditors, including: • making recommendations to the Board as to the appointment or reappointment of the external auditors; reviewing their terms of engagement and engagement for non-audit services; and • • monitoring the external auditors’ independence, objectivity and effectiveness. for the 2019 year end; – Discussing the materiality levels set by the auditors; – Approval of the auditors’ remuneration; – Consideration of the results of the external audit with the auditors and management; and – Assessment of the effectiveness of the external audit. – Reviewing the Group’s internal financial controls – Reviewing the Group’s corporate and operational and internal control and risk management systems and oversight of the Group’s Risk Management Committee; and risk register; – Reviewing reports on the activities of the Risk Management Committee; – Monitoring and reviewing the effectiveness of – Selection of internal audit work planned for 2020 the Group’s internal audit function. and consideration for future years; and Internal risk management and assurance Whistleblowing procedures – Reviewing the Group’s whistleblowing procedures and ensuring that arrangements are in place for the proportionate and independent investigation of possible improprieties in respect of financial reporting and other matters and for appropriate follow-up action. – Assessment of key findings raised from internal audits conducted in the year. – Reviewing and approving of the Group’s whistleblowing procedures. Other matters – Reviewing the Group’s policy for approval of non-audit work to the Company’s auditors; and – Reviewing booking of Group reserves and resources. – Review and approval of the Group policy for approval of non-audit work to the Company’s auditors; and – Classification of reserves and resources for disclosure in the Annual Report. The review of the Annual Report and Accounts for fair, balanced and understandable presentation and disclosure, while considered by the Audit Committee, is formally performed and approved by the full Cairn Energy PLC Board. At the March 2020 meeting, the Committee specifically considered the disclosures of the risk associated with the Group’s ability to fund its share of Senegal development costs. Management provided an overview of the disclosure made throughout the Annual Report and Accounts and the Committee concluded that the disclosure was presented in a fair, balanced and understandable manner. External Audit The current version of the UK Corporate Governance Code states that FTSE 350 companies should put the external audit contract out to tender at least every 10 years. Cairn complied with this provision before it came into force and completed an external audit re-tendering process in 2013. PwC were subsequently appointed as external auditors of the Group, on the recommendation of the Audit Committee at that time. The 2019 year end audit therefore represents the seventh year of PwC’s tenure as Group auditors. Lindsay Gardiner continues as PwC’s lead audit partner on the Cairn engagement for his second year. Lindsay was not previously involved with the audit of the Group or its subsidiaries prior to his appointment. 2019 Year End Significant Accounting Issues At each reporting date, the Audit Committee reviews the results for the relevant period and the key assets and liabilities in the Group balance sheet, focussing on the key estimates, assumptions and judgements that management has used in applying the relevant accounting standard. The key issues identified at the December 2019 year end reflect changes to accounting standards, changes in Cairn’s portfolio of assets and performance of the Group’s producing assets. Those issues identified are: – Reserves and resources reclassification and revisions; – Corporate assumptions and impairment testing of oil and gas assets and related goodwill, notably the Group’s producing assets in the UK North Sea; – Lease accounting for the Kraken and Catcher FPSOs on adoption of IFRS 16; and – Disposal of the Group’s Norwegian assets. 88 Cairn Energy PLC Annual Report and Accounts 2019 L E A D E R S H I P A N D G O V E R N A N C E Reserves and Resources Reclassification and Revisions With the UK producing assets performing strongly during the year and approval of the Senegal Phase 1 development plan, management have revised existing production profiles and promoted forecast production volumes to reserves during the year, directly impacting the classification of assets and impairment reversals/charges in the Financial Statements. Audit Committee action Audit Committee conclusions The Committee was satisfied that changes to reserve volumes and production profiles were properly recorded and in accordance with the Group’s standard operating procedures which follow industry best practice. In particular the Committee were satisfied that the performance improvement witnessed on Kraken during the year, and revised expectation of future production volumes and costs, were appropriate. The Committee also accepted management’s reclassification of the Sangomar reserves, given the conditions that existed at the year end. The Committee closely monitored changes to the Group’s reserves and resources of oil and gas and related production profiles, with emphasis on Cairn’s two UK producing fields and the reclassification of Senegal reserves at the year end. During 2019, production performance on Kraken has improved significantly and in addition the Operator has conducted more regular well testing to improve reservoir monitoring. Consequently management have revised production profile estimates upward to reflect this improvement while also incorporating promoted volumes associated with the Worcester satellite field to be developed in 2020. In Senegal Sangomar Phase 1 oil production volumes have been promoted to reserves at the year end with the joint operators having approved the development plan. The Committee sought an explanation from management as to the reasons behind the changes in reserve estimates and classification. The Committee also reviewed the minutes of the meeting of the Group’s Reserves and Resources Committee. Corporate Assumptions and Impairment Testing of Oil and Gas Assets and Goodwill The Committee reviews and approves Group corporate assumptions which, together with reserve estimates, feed into the Group’s impairment testing. Audit Committee action Audit Committee conclusions The Committee reviews and approves assumptions and estimates that are key inputs into corporate modelling for impairment tests including, but not limited to, oil and gas price assumptions and discount rates. During the year, management reviewed oil price assumptions to ensure that a single long-term, base-case oil price assumption was being applied for all Group reporting, including investment proposals and statutory reporting. Following this review, management reduced the Group’s long-term oil price assumption to US$65 per bbl. The Committee reviewed the impairment test calculations and ensured that impairment reversals and charges are recognised in accordance with accounting standards and in a timely manner within the Group Financial Statements. The Audit Committee agreed with management’s proposals to reduce the long-term oil price assumption after seeking assurance from the external auditors that assumptions did not significantly deviate from market consensus. The Committee was satisfied that reversing the prior year impairment on Kraken was appropriate given the changes to reserve estimates and the calculation of the reversal was correct. The Committee was also satisfied that the impairment charge of goodwill was appropriate and the classification between continuing and discontinued operations was fair presentation of the results for the year. Lease Accounting for the Kraken and Catcher FPSOs on Adoption of IFRS 16 On 1 January 2019, Cairn adopted the new leasing standard, IFRS 16. The significant accounting impact of adoption was the recognition of a right-of- use asset and lease obligation in respect of the Catcher FPSO which had previously been recorded as an operating lease. Audit Committee action Audit Committee conclusions The Committee reviewed adjustments proposed by management on adoption of IFRS 16. The Committee were satisfied that there were no adjustments required to the Kraken lease accounting (previously recorded as a finance lease). The Audit Committee reviewed the accounting for the Catcher lease liability and associated right-of-use asset and concluded that the adjustment on adoption of IFRS had been properly recorded and that assumptions made by management were appropriate (see note 3.4). With the recognition of the Catcher FPSO lease obligation, the Committee’s review focused on the key assumptions applied by management on fixed lease payments, the interest rate applied and the term of the lease. Cairn Energy PLC Annual Report and Accounts 2019 89 L E A D E R S H I P A N D G O V E R N A N C E Audit Committee Report continued Disposal of the Group’s Norwegian Assets During the year the Group announced the sale of a 10% interest in the Nova licence in the Norwegian North Sea. Subsequently, in November 2019, the Group announced the sale of the Group’s Norwegian business, with the sale completing in February 2020 on final approvals being received. Audit Committee action Audit Committee conclusions The Committee reviewed the calculation of the gain on sale of the 10% interest in the Nova licence. With the agreed sale of the Norwegian business the Committee reviewed the disclosures in the Financial Statements where the assets are classified as held-for-sale at the year end, including allocated goodwill and subsequently impaired to their fair value less cost of disposal. The Committee concluded that appropriate disclosures had been made in the Financial Statements to explain the transitions entered into impacting the Norwegian business and that the financial performance of the discontinued operations, including the impairment charge, had been disclosed in accordance with applicable accounting standards. The Committee sought explanation from management on the interaction between the gain on disposal of the 10% interest and the impairment of the disposal group and sought assurance from the auditors that the impairment was correctly computed and properly disclosed within discontinued operations. Going Concern and Viability At each reporting date, management considers the factors relevant to support a statement of going concern included in note 1.2 to the Financial Statements. The Audit Committee reviews and challenges management’s conclusions so that we may, in turn, provide comfort to the Board that management’s assessment has been considered, challenged and is appropriate. The Audit Committee carefully reviewed management’s going concern conclusion based on the Group’s latest cash and debt position and the forecast exploration and appraisal spend in the period ending 31 March 2021. While the Committee noted that if the Group failed to conclude on additional sources of funding to support its Senegal development, an impairment of the asset may follow, the Committee confirmed that this will not effect the Group’s ability to continue to operate as a going concern. The Audit Committee subsequently recommended to the Board that the Group continues to use the going concern basis in preparing its Financial Statements. The Committee also reviews and challenges management on the sensitivity analysis performed to support the Group’s Viability Statement, included in the Strategic Report on page 37. Following this challenge, the Committee recommended approval of the Viability Statement to the Board. Assessment of External Audit Process The Committee has an established framework to assess the effectiveness of the external audit process. This comprises: Audit Committee action Audit Committee conclusion A review of the audit plan including the materiality level set by the auditor and the process they have adopted to identify Financial Statement risks and key areas of audit focus (summarised in the Independent Auditor’s Report on page 130). A review of the Audit Quality Inspection (“AQI”) report on our auditor published by the FRC with particular emphasis on any key messages applicable to Cairn. A review of the final audit report, noting key areas of auditor judgement and the reasoning behind the conclusions reached. Regular communications through formal papers submitted and presentations to the Committee, including a review by the Committee of the extent to which the auditors have challenged management. The Committee accepted the level of materiality set by the auditors. There were no matters raised in the AQI report that caused concern for the Audit Committee. The Audit Committee reviewed findings on the key audit issues identified. The Committee was satisfied that appropriate challenge had been made of management and that the audit process was robust. The audit plan for the year ending 31 December 2019 was presented to the Audit Committee in June 2019 and is summarised in the Independent Auditors’ Report on page 130. Audit findings on significant matters are presented to the Committee, together with the work performed by the auditors to challenge management’s key estimates and assumptions. Separate meetings between myself as Chair of the Audit Committee and the lead audit engagement partner. Separate meetings were held in advance of all Committee meetings during the year. A formal questionnaire issued to all Audit Committee members and senior Cairn management who are involved in the audit covering the robustness of the audit process, the quality of delivery, the quality of reporting and the quality of the auditor’s people and service. No matters of significance were reported. Of particular focus for the Committee is the assessment of the judgement applied by PwC during each stage of the audit process including setting audit materiality, identifying the risks to the Financial Statements, evaluating audit findings and communicating those areas of judgement to the Committee. The Audit Committee noted the level of planned materiality and agreed on the levels of misstatements to be reported to the Committee. The final audit report was presented to the Audit Committee in March 2020. After thorough discussion, the Committee agreed with the conclusions reached by the auditors, noting the degree of judgement around areas of significant audit risk. The significant accounting issues identified by the Audit Committee were included in the significant matters identified by the external auditors in their audit plan. There were no other specific areas that the Audit Committee requested the auditors to look at. 90 Cairn Energy PLC Annual Report and Accounts 2019 L E A D E R S H I P A N D G O V E R N A N C E At the end of each annual reporting cycle, the Audit Committee reflects on the quality of the audit provided by the auditors. At each Audit Committee, the auditors present an update on their progress on the audit and where appropriate conclusion on their half year review and full year audit and how the audit has been conducted in relation to the plan presented to the Audit Committee, with the Committee able to challenge the audit at any point. Following conclusion of the 2018 year end audit, the Committee discussed the quality of the audit service provided, using the questionnaire responses as a basis for the discussion. Though there were no significant matters reported, where the Committee believed improvements to the audit process could be made, these were fed back to the engagement partner in our separate meetings. The Audit Committee did conclude that the auditors had delivered an audit of appropriate quality. Though the formal assessment of the 2019 audit has yet to be formally undertaken, no matters were raised at the Committee meeting held in March 2020 that would lead the Audit Committee to believe that the quality of the audit had regressed from previous years. Auditor Independence and Provision of Non-Audit Services We have a long-established policy in relation to the supply of non-audit services by the external auditors. The Group will engage an external adviser to provide non-audit services on the basis of the skills and experience required for the work, where benefit will be derived as a result of the third party’s knowledge of the Group and at a reasonable cost. These advisers may include the Group’s external auditors, under a restricted set of circumstances, although before the engagement commences the Audit Committee must be satisfied that the auditors’ objectivity and independence would not be compromised in any way as a result of being instructed to carry out those services. The policy on approval of allowable non-audit fees for the Groups’ auditors is re-approved annually. All non-audit fees should be approved by the Audit Committee in advance of the engagement with a practical workaround of only seeking approval from the Committee Chair, rather than full Committee, in advance for fees below an approved threshold of £100,000. This approval will then be ratified at the next meeting of the Committee. The policy is available online on the Group’s website. During the year, PwC provided other services including certification of the Group’s EITI submission in Senegal and support on potential corporate transactions. A full analysis of remuneration paid to the Group’s external auditors in respect of both audit and non-audit work is provided in note 6.4 to the Financial Statements. As an Audit Committee, we consider PwC to be independent. Internal Audit Following a competitive tender process, Ernst & Young LLP (“EY”) was appointed as the Group’s internal auditor with effect from July 2013. Prior to the beginning of each year, an internal audit plan is developed by the internal auditor, in consultation with senior management, based on a review of the outcome of the previous year’s internal audits, the outcome of the annual assessment of effectiveness of internal control (refer to page 85), the results of historical audits of fundamental business processes and the significant risks in the Group risk matrix and identified mitigation measures. The plan is then presented to the Audit Committee for review and approval. The internal auditor also participates in meetings of the Group Risk Management Committee to maintain an understanding of the business activities and associated risks and to update the Group Risk Management Committee on the internal audit work plan. The Audit Committee also receives updates on the internal audit work plan on an ongoing basis. The external auditor does not place any reliance on the work undertaken by the Group’s internal audit function due to the nature of the scope and the timing of their work. The external auditor does, however, attend all Committee meetings where internal audit updates are given and meets separately with the internal auditor and the Audit Committee Chair to discuss areas of common focus in developing their audit plan. Working Responsibly – Whistleblowing and Related Policies The Group is committed to working responsibly as part of its strategy to deliver value for all stakeholders. This means delivering value in a safe, secure, environmentally and socially responsible manner. As part of this, the Audit Committee is responsible for ensuring the Group has a robust Whistleblowing Policy in place and this policy is reviewed annually by the Committee. The Group’s current version of the policy was first presented to, and approved by, the Audit Committee at the March 2018 meeting and re-approved at the December 2019 Audit Committee meeting. The Committee is also responsible for and is satisfied that arrangements are in place for the proportionate and independent investigation of possible improprieties in respect of financial reporting and other matters and for appropriate follow-up action. The Group has in place a comprehensive Anti-Bribery-and-Corruption Management System and Code of Ethics. Regular training updates are provided to all employees and long-term contractors in addition to the training that is provided to all new staff joining the Company. As Cairn enters new countries, further monitoring is undertaken and training is refreshed. Further information regarding these policies can be found on the Group’s website. Board and Committee Performance Evaluation The Board retains overall responsibility for implementation of its annual performance evaluation, and the process and outcomes of the 2019 internally conducted evaluation are described in the Corporate Governance Statement on page 85. The process included a review of all Board committees and it was concluded that the relationship between the Board and its committees is functioning well, with all committees fully meeting their remit. The Audit Committee works together with the Board in seeking to address any performance evaluation outcomes relating to the work of the Committee. Keith Lough Chair of the Audit Committee 9 March 2020 Cairn Energy PLC Annual Report and Accounts 2019 91 L E A D E R S H I P A N D L E A D E R S H I P A N D G O V E R N A N C E G O V E R N A N C E Nomination Committee Report The Nomination Committee Members and meetings in 2019 Ian Tyler (Chair) Simon Thomson Keith Lough Peter Kallos Nicoletta Giadrossi Meetings attended Member since 05/14 03/13 05/15 09/15 05/18 Role and Membership of the Committee Cairn recognises that the role of its Nomination Committee, working together with the Board as a whole, is key to promoting effective Board succession and the alignment of Board composition with the Company’s culture, values and strategy. The membership of the Committee is set out in the table above and comprises a majority of independent Non-Executive Directors. The Chief Executive is also a member of the Committee. Alison Wood was also appointed as a member of the Audit Committee with effect from 1 July 2019. The Company instructed recruitment consultants Spencer Stuart in connection with these appointments and Spencer Stuart provided advice and services to the Company throughout the search, including the preparation of both a long list and short list of candidates in respect of each position for consideration by the Committee. Spencer Stuart has no other connection with the Company or any of its individual directors. The role of the Nomination Committee includes: – Evaluating the balance of skills, knowledge, experience, diversity and independence on the Board; – Leading the process for Board appointments and ensuring plans are in place for orderly succession to both Board and senior management positions; – Overseeing the development of a diverse pipeline for succession; and – Working with the Board to address any performance evaluation outcomes linked to Board composition and succession planning. Board Changes As disclosed in last year’s Annual Report, Jackie Sheppard retired as a Non-Executive Director on 31 December 2018 and Alexander Berger retired as a Non-Executive Director immediately following the Company’s AGM on 17 May 2019. At the time of publishing last year’s Annual Report, the Company had also disclosed that a recruitment process to appoint two new Non-Executive Directors was well advanced. The Company subsequently announced the appointment of Alison Wood and Catherine Krajicek during April 2019 and both became Non-Executive Directors with effect from 1 July 2019. All candidates on the short list for each position were initially interviewed by Committee members, following which Alison Wood and Catherine Krajicek were identified as the preferred candidates, and both were subsequently interviewed by the remaining members of the Board. Following these interviews, the Committee recommended to the Board that Alison and Catherine be appointed as independent Non-Executive Directors and each appointment was unanimously approved by the Board. Prior to their appointment date, both Alison and Catherine were given the opportunity to carry out due diligence on the Company and were provided with all of the Company’s induction materials for new Directors. As part of their induction process, Alison and Catherine also attended a tailored programme of induction meetings with other members of senior management and the company secretarial team. In addition, Alison attended a separate induction session focusing on the key issues which fall within the remit of the Audit Committee, prior to becoming a member of that committee. Further details of our induction process are included in the Corporate Governance Statement on page 80. The Company has also identified a very strong candidate to replace 92 Cairn Energy PLC Annual Report and Accounts 2019 L E A D E R S H I P A N D G O V E R N A N C E Todd Hunt as a Non-Executive Director and is in the final stages of the appointment process for this individual. Todd Hunt will therefore retire as a Non-Executive Director immediately following the AGM on 14 May 2020. Succession Planning and Development of Executive Pipeline The Nomination Committee regularly evaluates the combination of skills, experience, independence and knowledge of the Company on the Board and makes recommendations to the Board as appropriate. In so doing, the Committee fully supports the principle that both appointments and succession plans should be based on merit and objective criteria, and within this context, should promote diversity of gender, social and ethnic backgrounds, cognitive and personal strengths. The Board and Nomination Committee work together with the aim of maintaining a comprehensive succession plan for appointments to the Board and to senior management, so as to maintain an appropriate balance of skills and experience within the Company and on the Board and to ensure progressive refreshing of the Board. The Company’s succession planning also includes contingency plans for the sudden or unexpected departure of Executive Directors (including the Chief Executive) and other senior managers. The Board has also carefully considered the significance of succession planning and human resource management to the Company’s strategy and annually reviews this at Board level. The key positions covered in our succession plan include the Executive Directors, Regional Directors and a number of other senior functional and technical managers. The Executive Directors and Senior Leadership Team members considered succession planning for each of the key positions, analysed any succession gaps or risks identified and considered how best to continue to develop the succession pipeline of executive talent; and this approach was shared with the Board. As a result, the Board has a deep understanding of succession planning across the Company and the range of measures being used to continue to develop and recruit talented senior employees. By way of example on how we support and develop our people for succession, in 2019 the Company introduced a rolling mentoring programme where senior team members and Board members act as mentors to potential future leaders. During 2019, the Board’s review of succession planning covered a review of the processes used by the Company for succession planning, key achievements since the previous review, and actions being undertaken to address any succession risks or challenges identified. Diversity The Nomination Committee very much recognises the benefits of building a diverse Board, not just in in terms of gender and social and ethnic background, but also to promote diversity of cognitive and personal strengths. Following the appointment of Alison Wood and Catherine Krajicek as Non-Executive Directors, the number of women on the Board increased from one to three with effect from 1 July 2019 (representing 33% of total membership as at 31 December 2019). The Board remains diverse in terms of the range of culture, nationality and international experience of its members. The directors’ diverse range of experience and expertise covers not only a wealth of experience of operating in the oil and gas industry but also extensive technical, operational, financial, governance, legal and commercial expertise. The Committee will continue to monitor and consider diversity for all future Board appointments, whilst also continuing to recruit on merit. Beneath Board level, we are also thinking more broadly than gender diversity in all that we do and this means taking into account diversity in all its dimensions – national origin, age, race and ethnicity, religion/ belief, gender, marital status and socioeconomic status, as well as other factors such as personality type, educational background, training, sector experience, and organisational tenure. Our Group People Policy supports this approach and one of the key principles of this is to promote, develop and maintain an inclusive workplace and to enhance the successful advancement of diversity in the workforce. In this context, our people are also actively encouraged to take responsibility for their own development, and to challenge conventional thinking and share knowledge, as well as recognising and creating opportunities for personal growth. Whilst it is by no means the sole consideration, the Company does recognise the value of developing and increasing the number of women in senior management roles across the Group. We do however face particular challenges in achieving this, as it is generally recognised that more males study science, technology, engineering and mathematics (STEM) subjects, which in turn tends to mean more men than women applying to join oil and gas companies. Despite this, our gender statistics compare well to our industry peers, with 12.5% female representation on the Senior Leadership Team; 18% on the Management Team and (perhaps most encouraging from a succession planning perspective) 24% of all direct reports to the Senior Leadership Team (all figures as at 31 December 2019). Further analysis of our succession planning data has shown that for five roles on the SLT which are considered to be key for value creation, eight of the potential successors for these roles are women, representing 63% of all potential successors (not all of whom are direct reports to the existing roles). The Company has participated fully in the annual submission of gender performance data to the UK Government as part of the Hampton- Alexander review aimed at improving the representation of women in leadership positions in the FTSE 350 (from 2016 to 2019 inclusive). We are pleased to report that our ranking in the Hampton-Alexander Review Report published in November 2019 improved markedly compared to the previous year, from position 143 in 2018 to position 95 in 2019 (in the FTSE 250 category). Board and Committee Performance Evaluation The Board retains overall responsibility for implementation of its annual performance evaluation and the process and outcomes of the 2019 internally conducted evaluation are described in the Corporate Governance Statement on page 79. The process included a review of all Board committees and it was concluded that the relationship between the Board and its committees is functioning well, with all committees fully meeting their remit. The Nomination Committee works together with the Board in seeking to address any performance evaluation outcomes relating to Board composition and succession planning. Ian Tyler Chair of the Nomination Committee 9 March 2020 Cairn Energy PLC Annual Report and Accounts 2019 93 L E A D E R S H I P A N D G O V E R N A N C E Directors’ Remuneration Report The Remuneration Committee Members and meetings in 2019 Nicoletta Giadrossi (Chair) Ian Tyler Peter Kallos Meetings attended Member since 01/17 06/13 09/15 Part 1 – Annual statement from the Chair of the Committee Dear Shareholder As the Chair of Cairn’s remuneration committee, I am pleased to present our Directors’ Remuneration Report for 2019. During the year, we continued to apply the executive remuneration policy that was strongly supported at the 2017 AGM. However, as this policy will expire shortly, shareholders will be asked to approve a new framework for directors’ pay at the forthcoming AGM. An overview of the new policy is set out below, with full details being provided in the Directors’ Remuneration Policy that forms Part 2 of this report. Part 3 contains our Annual Report on Remuneration which identifies the various elements of pay that were actually delivered to the Company’s directors under our current policy during the year ended 31 December 2019; an overview of these items is also set out in this introductory statement. At this year’s AGM on 14 May 2020 shareholders will be asked to vote on the contents of the new Directors’ Remuneration Policy – if approval is received, the policy will immediately become binding and it is anticipated that it will be operated during the remainder of 2020 and onwards until the 2023 AGM. Shareholders will also be invited to pass an advisory vote in relation to the Annual Report on Remuneration. The committee hopes that our shareholders will be supportive of both these resolutions. Our New Remuneration Policy for 2020 and Beyond In anticipation of the renewal of our remuneration policy at the 2020 AGM, the committee undertook a detailed review of our existing pay structures. This process took into account a range of different factors, including: – The new corporate governance landscape – the committee carefully considered the new remuneration related provisions that were incorporated into the 2018 UK Corporate Governance Code and, in particular, assessed whether the Company’s remuneration framework adequately addressed the requirements relating to clarity, simplicity, risk mitigation, predictability, proportionality and alignment; – Investor feedback – whilst formulating its thinking around the new policy, the committee undertook a programme of engagement with a selection of the Company’s larger institutional investors and their representative bodies in order to understand their views on our existing approach to remuneration; – Discussions with key employees – the committee sought feedback from our Executive Directors and other senior employees in order to establish whether they regarded our pay arrangements as being effective retention and incentivisation mechanisms; – Consultation with other relevant stakeholders – the committee took into account feedback received from our broader stakeholder community, including the general employee population (who were involved in discussions around the setting of our KPIs); and – General trends in market and best practice – the committee recognised the need for our remuneration arrangements to reflect best practice trends as they emerge. 94 94 Cairn Energy PLC Annual Report and Accounts 2019 Cairn Energy PLC Annual Report and Accounts 2019 L E A D E R S H I P A N D G O V E R N A N C E Against this background, the committee concluded that the remuneration framework that had been in operation since 2017 remained broadly fit for purpose. In particular, it considered that Cairn’s existing approach of combining a lower weighting on annual bonus opportunity with a slightly higher level of long-term incentive grants (when compared to other FTSE 250 companies) appropriately reflected and supported our overarching strategy as a business. Notwithstanding the above, a small number of changes are being proposed in relation to the new policy, largely to address the requirements of the 2018 UK Corporate Governance Code and recent changes in shareholder expectations. In particular: Pay element Pensions Annual bonus Annual bonus 2017 Long Term Incentive Plan 2017 Long Term Incentive Plan Post-employment shareholding requirement Proposed change in policy for 2020 Rationale for the change For any future Executive Directors that are appointed to the Board, the rate of pension contributions will be capped at a level that is equal to the amount paid to the wider UK employee population (currently 10% of salary). For the avoidance of doubt, the policy will, for the time being, provide for the contribution rates for the Company’s current Executive Directors to remain at 15% of salary per annum. Additional commentary on this point is provided after this table. For the annual bonus plan that will operate in 2020 and later years, the committee will (where possible) set a defined payment scale for achievements against each KPI or other relevant measure. Any such scale, details of which will be disclosed on a retrospective basis, will include ‘threshold’, ‘target’ (which will deliver not more than a 50% payout for the relevant element) and ‘maximum’ levels. The circumstances in which “malus” and “clawback” can be applied by the committee in relation to the annual bonus scheme (including any element that is deferred into shares) will be expanded also to include (i) cases of gross misconduct; and (ii) corporate failure, due to the conduct of management, which results in the appointment of a liquidator or administrator. Similar changes will be made to the “malus” and “clawback” rules contained within the Company’s 2017 Long Term Incentive Plan (although these enhanced provisions will only apply to awards vesting on or after 1 January 2020). The committee will be given a wider discretion to override the vesting outturn produced by the operation of the performance conditions applied to awards granted under this arrangement. This discretion will only be capable of reducing the number of shares to which participants would otherwise be entitled. A new post-employment shareholding requirement will be introduced. Executive directors will be obliged to build up and maintain a holding of shares, worth 200% of salary, for the period of two years following cessation of employment. Compliance with the 2018 UK Corporate Governance Code. Addresses feedback received from institutional investors and their proxy advisors. Ensures that the Company’s bonus scheme for Executive Directors is compliant with developing market practice and gives the committee greater powers to recover previously paid amounts where this is deemed appropriate. As above. In line with the 2018 UK Corporate Governance Code, this change ensures that independent judgement and discretion is capable of being exercised by the committee in respect of formulaic remuneration outcomes. Compliance with the 2018 UK Corporate Governance Code. Full details of the new policy are set out in Part 2 of this report; pages 122 and 123 also contain a summary of how it will actually be implemented in its first year of operation. Although the terms of the new policy will, as noted above, provide for the pension contribution rates for both Simon Thomson and James Smith (our current Chief Executive and CFO respectively) to remain at their existing levels, the committee is aware of the recently stated preference of investors that the pension benefits of incumbent directors should be aligned to those applicable to the wider workforce. Over the coming year, the committee intends to consider this issue further and its clear intention is to formulate a plan that will deliver equality of all contribution rates across the Group by the end of 2022 at the latest. Details of the conclusions reached by the committee and an outline of its proposed approach in this area will be included in next year’s Directors’ Remuneration Report. In addition to the above, the committee will, during 2020, be undertaking a review of the Group KPIs which form the basis for determining award levels under the annual bonus scheme and will, in particular, consider how to incorporate an increased focus on ESG related matters. Again, details of the outturn from this exercise will be set out in next year’s report. Cairn Energy PLC Annual Report and Accounts 2019 95 L E A D E R S H I P A N D G O V E R N A N C E Directors’ Remuneration Report continued Summary of 2019 Business Context and Key Remuneration Decisions The work of the committee in 2019 was conducted against a backdrop of a year in which the Company made strong progress in building and diversifying its exploration portfolio; continued to maintain a strong balance sheet with sufficient cash flow from production to fund its attractive exploration programme; and maintained funding flexibility. The key remuneration related decisions made by the committee in 2019 are described in more detail in the Annual Report on Remuneration contained on pages 106 to 123 and can be summarised as follows: Base salary increases At its meeting in November 2019, the committee agreed that, with effect from 1 January 2020, a base salary increase of 1.7% would be applied to both of the Company’s Executive Directors (being Simon Thomson and James Smith). The above increase was consistent with the level of standard annual salary increase awarded to other employees at that time. 2019 annual bonus Under the Executive Directors’ bonus scheme for 2019 (the overall structure of which was unchanged from the prior year), the whole of the individuals’ entitlements were dependent on the achievement of Group KPIs. Based purely on an assessment of the extent to which the relevant targets were achieved (being 71.2%), awards made under the annual bonus scheme to the Executive Directors during the year (as a percentage of annual salary) would have been 89% for both Simon Thomson and James Smith. However, in accordance with its normal practice, the above result was subject to a further review by the committee in order to assess whether these award levels were fair and reasonable. The conclusion reached was that, due to a number of macro economic considerations, it would be appropriate for the committee to exercise its overarching discretion and apply a reduction to these amounts. In particular, it decided that, for the purposes of calculating the executive directors’ actual bonuses for 2019, the assumed level of overall achievement for the Group KPIs would be limited to 65% rather than the above noted 71.2%. The impact of this decision was that the awards (as a percentage of salary) for both Simon Thomson and James Smith were reduced to 81.3%. Under the Company’s current approved remuneration policy, any part of an Executive Director’s bonus that is in excess of 100% of the individual’s base salary is deferred into Cairn shares for three years. Given that this threshold was not reached by the above bonuses, they were paid out wholly in cash. Further details of the way in which these awards were determined and paid are set out on pages 111 to 115 of the Annual Report on Remuneration. Long Term Incentive Plan (LTIP) – lapse of 2016 awards The performance period applicable to the LTIP awards granted in 2016 came to an end during 2019. Over this period, the Company’s Total Shareholder Return placed it below the median position in a group of eighteen comparator companies. This resulted in these awards lapsing in full. LTIP – grant of 2019 awards In March 2019, the committee made the third annual grant under the Company’s LTIP that was adopted at the 2017 AGM (the 2017 LTIP). Details of the awards made to Executive Directors as part of this process are set out in the Annual Report on Remuneration. Non-Executive Directors’ fees and Chairman’s fee During 2019, the committee (excluding Ian Tyler) reviewed the Chairman’s annual fee in the context of market data and the time commitment for the role. Following this review, it was decided that the fee should be increased by 1.7% from £177,000 to £180,000 effective 1 January 2020. The fees paid to Non-Executive Directors were also reviewed during the year by the Executive Directors and the Chairman and it was determined that their basic annual fee would be maintained at £75,500. Similarly, no change was made to the additional fee payable for chairing the audit and/or remuneration committee. Details of discretions exercised by the committee during 2019 In 2019, the only substantive discretions exercised by the committee related to the operation of the Company’s various share-based incentive schemes. In particular, the committee: – determined the treatment of those members of the various LTIP comparator groups that delisted during the year (see page 119 for details of the approach taken); and – made various decisions in relation to the treatment of leavers (none of whom were Executive Directors or other PDMRs). Each of the committee’s decisions described above was made in the context of the requirements of the 2018 UK Corporate Governance Code (which applied to the Company with effect from 1 January 2019) and, in particular, after considering the various factors set out in its Provision 40. The committee was satisfied that, during 2019, the approved remuneration policy operated as intended, both in terms of Company performance and quantum. Feedback on Directors’ Remuneration Report We welcome questions and feedback from all those interested on both the content and style of this report. Nicoletta Giadrossi Remuneration Committee Chair 9 March 2020 96 Cairn Energy PLC Annual Report and Accounts 2019 L E A D E R S H I P A N D G O V E R N A N C E Part 2 – Directors’ Remuneration Policy Introduction Background and Details of Approval Process This Directors’ Remuneration Policy provides an overview of the Company’s policy on directors’ pay that it is anticipated will be applied in 2020 and will continue to apply until the 2023 AGM. It sets out the various pay structures that the Company will operate and summarises the approach that the committee will adopt in certain circumstances such as the recruitment of new directors and/or the making of any payments for loss of office. In accordance with the requirements of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended) (the “Regulations”), the policy contained in this part will be subject to a binding vote at the AGM to be held on 14 May 2020 and will take effect immediately upon receipt of such approval from shareholders. Overview of the Decision Making Process That Was Followed for the Determination of the New Policy As explained in the Chair’s introduction on pages 94 and 95, the new policy that shareholders are being asked to approve at the 2020 AGM was developed by the committee following a detailed review of the Company’s existing remuneration arrangements; it also involved the committee undertaking a consultation exercise with a variety of different stakeholders including significant investors (primarily those holding 3% or more of the Company’s issued share capital), a number of proxy advisors and the senior Management Team. As part of the above review and consultation process, the committee took into account the remuneration-related provisions contained in the 2018 UK Corporate Governance Code and, in particular, sought to ensure that the proposals for the new policy adequately addressed the requirements contained in its Provision 40 (relating to clarity, simplicity, risk mitigation, predictability, proportionality and alignment). In its deliberations, the committee received support and advice from Aon, its “independent external advisor” (see page 107 for details); it also took into account views expressed by Deloitte, which had been appointed by the management team to provide it with guidance on various remuneration- related issues (see page 107 for details). No other committee was involved in the decision-making process. Although the Executive Directors (and their appointed advisor) provided the committee with a level of input in relation to the formulation of the new policy, the final decisions around its structure were taken by the committee alone in order to avoid any conflicts of interest arising. Significant Revisions Made to the Previous Policy The proposed policy largely mirrors the previous policy approved by shareholders at the 19 May 2017 AGM. However, and as noted in the Chair’s introduction on pages 94 and 95, a relatively small number of changes have been made in order to take account of the requirements of the 2018 UK Corporate Governance Code and to reflect developments in market practice over the past three years. In particular: – the pension policy for new Executive Director appointees has been updated so as to ensure that the levels of Company contributions they may receive will be line with those offered to the wider UK workforce; – when formulating the structure of the annual bonus scheme for each year, the committee will set (and disclose on a retrospective basis) a more detailed payment scale for each measure; – the “malus” and “clawback” provisions contained within the annual bonus and LTIP structures have been expanded to ensure that they can be operated in cases of gross misconduct and corporate failure; – the committee has been given broader powers to adjust downwards the formulaic vesting outcome produced by the LTIP performance conditions where it is deemed appropriate taking into account the particular circumstances at the time; and – a new post-employment shareholding requirement has been introduced. Purpose and Role of the Remuneration Committee The remuneration committee determines and agrees with the Board the overall remuneration policy for the Executive Directors and the Group’s PDMRs (Persons Discharging Managerial Responsibilities). Within the terms of this agreed policy, the committee is also responsible for: – determining the total individual remuneration package for each Executive Director and the PDMRs; – determining the level of awards made under the Company’s LTIPs and employee share award schemes and the performance conditions which are to apply; – determining the KPIs used to measure performance for the annual bonus scheme; – determining the bonuses payable under the Company’s annual bonus scheme; – determining the vesting levels of awards under the Company’s LTIPs and employee share award schemes; and – determining the policy for pension arrangements, service agreements and termination payments for Executive Directors and PDMRs. The committee also reviews the overall remuneration levels and incentive arrangements (including the Group-wide bonus scheme) for employees below senior management level but does not set individual remuneration amounts for such individuals. This oversight role allows the committee to take into account pay policies and employment conditions within the Group as a whole when designing the reward structures of the Executive Directors and PDMRs. For example, the committee considers the standard increase applied to basic pay across the Group when setting Executive Directors’ base salaries for the same period. The committee operates within written terms of reference agreed by the Board. These are reviewed periodically to ensure that the committee remains up-to-date with best practices appropriate to Cairn, its strategy and the business and regulatory environment in which it operates. The current version of the terms of reference are available on the Company’s website. Cairn Energy PLC Annual Report and Accounts 2019 97 L E A D E R S H I P A N D G O V E R N A N C E Directors’ Remuneration Report continued Consultation with Relevant Stakeholders The committee is always keen to ensure that, in carrying out its mandate, it takes into account the views and opinions of all the relevant stakeholders in the business. As explained above, the process surrounding the formulation of the new policy included a programme of engagement with the Company’s largest institutional investors (i.e. primarily those holding 3% or more of our issued share capital), and a selection of proxy agencies, in order to understand their views on the proposed approach. A number of the features highlighted by shareholders during this exercise (including, for example, a desire for the pension benefits for new Executive Directors to be aligned to those offered to the wider workforce and a preference for the introduction of a post-employment shareholding requirement) were incorporated into the final policy. Historically, the committee has not undertaken a formal consultation exercise with employees in relation to the Group’s policy on senior management remuneration. Members of staff are, however, regularly given the opportunity to raise issues on a variety of matters, including executive pay, via a number of mechanisms such as the Company’s “employee voice” forum (which is hosted by the Chair of the committee), the attendance of directors at team meetings and employee engagement surveys. Overview of Proposed Remuneration Policy Cairn’s policy on Executive Directors’ remuneration for 2020 and subsequent financial years is to ensure that it appropriately incentivises individuals to achieve the Group’s strategy to deliver value for stakeholders by building and maintaining a balanced portfolio of exploration, development and production assets, whilst offering a competitive package against the market. A description of each of the elements comprised in the pay packages for Cairn’s directors under its remuneration policy is as follows: Policy Table – Elements of Directors’ Remuneration Package Operation Opportunity Framework for assessing performance None Remuneration element Base salary Purpose and link to strategy Helps recruit and retain employees. Reflects individual experience and role. Benefits Helps recruit and retain employees. Whilst the committee has not set a monetary maximum, annual increases will not exceed the level of standard increase awarded to other employees except that more significant increases may be awarded at the discretion of the committee in connection with: – an increase in the scope and responsibility of the individual’s role; or – the individual’s development and performance in the role following appointment; or – a re-alignment with market rates. None Company cars up to a value of £70,000 (or, as an alternative, an annual car allowance of up to £8,771) may be provided. Other benefits are intended to be market competitive. The committee has not set a monetary maximum for other benefits as the cost of these may vary from time to time. Normally reviewed annually (with changes taking effect on 1 January) and/or when otherwise appropriate, including when an individual changes position or responsibility. Aim is to provide a competitive base salary relative to the market (although the committee does not place undue emphasis on benchmarking data and exercises its own judgement in determining pay levels). Decision influenced by: – role and experience; – average change in broader workforce salaries; – individual performance; and – remuneration practices in companies of a broadly similar size and value and relevant oil and gas exploration and production companies. Directors are entitled to a competitive package of benefits. For UK executives, the major elements include a company car, permanent health insurance, private health insurance, death-in-service benefit and a gym and fitness allowance. The committee reserves the right to provide further benefits where this is appropriate in the individual’s particular circumstances (for example costs associated with relocation as a result of the Director’s role with the Company). Executive directors are also eligible for other benefits which are introduced for the wider workforce on broadly similar terms. 98 Cairn Energy PLC Annual Report and Accounts 2019 Opportunity Maximum % of salary: 125%. Remuneration element Annual bonus Purpose and link to strategy Operation Rewards the achievement of annual KPIs and/ or other objectives linked to the Company’s strategic goals. Bonuses are awarded by reference to performance against specific targets measured over a single financial year. Any amounts awarded to an individual under this arrangement up to 100% of salary are paid out in full shortly after the assessment of the performance targets has been completed. The remainder of the bonus will be deferred into an award of shares for a three-year period, or such other period as determined by the committee. Annual bonuses may be subject to clawback, and the extent to which deferred share awards vest may be reduced, if certain events occur in the period of three years from the end of the relevant financial year. These include the committee becoming aware of: – a material misstatement of the Company’s financial results; – an error in the calculation of performance targets which, had it been known at the relevant time, would have reasonably been expected to have resulted in a lower award being made; – an act committed by the relevant participant that has (or could have) resulted in summary dismissal by reason of gross misconduct; or – a corporate failure which arose due to the conduct of management and which has resulted in the appointment of a liquidator or administrator. The detailed terms of the clawback mechanism applicable to the cash element of any annual bonus award are set out in an individual agreement entered into between the Company and the relevant Executive Director. This provides the committee with a variety of alternative means by which value can be recovered including: – the reduction of future bonus awards; – the application of a reduction in the number of shares in respect of which share awards would otherwise vest or be exercisable; and – requiring the individual to make a cash payment to the Company. L E A D E R S H I P A N D G O V E R N A N C E Framework for assessing performance The measures and targets applicable to the annual bonus scheme (and the different weightings ascribed to each of them) are set annually by the committee in order to ensure they are relevant to participants and take account of the most up-to-date business plan and strategy. All, or a significant majority, of the bonus opportunity will normally be determined by reference to performance against demanding Group KPIs such as: – exploration and new venture objectives; – development and production targets; and – HSE. The remaining part of a director’s bonus (if any) will normally be based on the achievement of personal objectives relevant to that individual’s role within the business. Where possible, a payment scale (ranging from 0% at ‘threshold’, not more than 50% at ‘target’ and 100% at ‘maximum’) for different levels of achievement against each KPI and/or other objective is specified by the committee at the outset of each year. The committee has discretion to vary the measures and weightings during the year if events arise which mean that it would be inappropriate to continue with the originally prescribed structure. The committee expects that this discretion will only be exercised in exceptional circumstances and not to make the bonus scheme for that year less demanding than when it was originally set. In addition, the committee has discretion to ensure that the ultimate bonus payment for a financial year is fair and reasonable and properly reflects performance over that period. Cairn Energy PLC Annual Report and Accounts 2019 99 L E A D E R S H I P A N D G O V E R N A N C E Directors’ Remuneration Report continued Remuneration element Purpose and link to strategy Operation 2017 Long Term Incentive Plan (or 2017 LTIP) Incentivises Executive Directors to deliver long-term performance for the benefit of shareholders, thereby aligning the interests of the Directors with those of the Company’s investors. The 2017 LTIP was established by the Company following receipt of the necessary shareholder approvals at the 2017 AGM. Awards will normally be made annually with vesting dependent on achievement of performance conditions chosen by the committee that are measured over a period of at least three years. Vesting of awards will generally take place on the third anniversary of grant or, if later, the date on which the performance conditions are assessed by the committee. All awards that vest will normally be subject to a holding period in terms of which the relevant shares will only be released/become exercisable after a further period of at least two years has expired from the vesting date. The committee reviews the quantum of awards annually, taking into account factors such as market rates and overall remuneration. The committee also retains the discretion to adjust award levels in circumstances where there has been a significant movement in the Company’s share price. Under the rules of the 2017 LTIP, awards may be subject to malus and/ or clawback provisions if certain events occur after their grant but before the expiry of the period of three years from the end of the relevant performance period. For awards vesting on or after 1 January 2020, these events include: – the committee becoming aware of a material misstatement of the Company’s financial results; – the committee becoming aware of an error in the calculation of performance targets which, had it been known at the relevant time, would have reasonably been expected to have resulted in a lower award being made; – the relevant participant committing an act that has (or could have) resulted in summary dismissal by reason of gross misconduct; or – a corporate failure arising, due to the conduct of management, which has resulted in the appointment of a liquidator or administrator. Opportunity Normal total maximum % of salary: 250%. Framework for assessing performance Vesting of awards granted under the 2017 LTIP will be determined by the growth in Total Shareholder Return (TSR) of Cairn over a performance period of at least three years. Awards up to 200% of salary (the “core award”) will be subject to TSR performance measured relative to a comparator group selected by the committee, with no more than 25% vesting at median and 100% for at least upper quartile performance. In order to focus on exploration success which leads to a material increase in the share price, once performance for the “core award” has been fully achieved, an additional element of up to 50% of salary can be earned if absolute TSR growth over the same performance period equals or exceeds 100% (the “kicker award”). The committee retains the discretion to reduce the vesting level produced by the formulaic operation of the TSR conditions in circumstances where, based on its independent judgement, it considers it appropriate to do so (e.g. where the outturn from the assessment of the prescribed targets is not, in the Committee’s view, a genuine reflection of the underlying performance of the Company). Although the committee’s intention is that the above conditions will be applied to LTIP awards granted in 2020, it may decide to impose different (but equally challenging) conditions in future years. The committee will consult with major shareholders prior to making any such decision and will ensure that the vesting of at least 50% of all awards granted under the LTIP continues to be determined by reference to the Company’s TSR performance. 100 Cairn Energy PLC Annual Report and Accounts 2019 L E A D E R S H I P A N D G O V E R N A N C E Framework for assessing performance None Opportunity Participation limits are those set by the UK tax authorities from time to time. These limits are currently as follows: – Partnership shares: up to £1,800 per tax year can be deducted from salary. – Matching shares: up to two matching shares for every one partnership share purchased. – Free shares: up to £3,600 worth in each tax year. None For current Executive Directors, the Company contributes 15% of basic salary on their behalf or pays them a cash equivalent. For any future appointees to the Board, the Company’s pension contributions will be capped at a level that is equal to the amount paid to the wider UK employee population (currently 10% of basic salary). Not applicable. None Remuneration element Purpose and link to strategy Operation Share Incentive Plan (or SIP) Encourages a broad range of employees to become long-term shareholders. Pension Rewards sustained contribution. Share ownership policy Aligns Executive Director and shareholder interests and reinforces long-term decision-making. The Company established an HM Revenue and Customs approved share incentive plan in April 2010. It allows the Company to provide eligible employees, including the Executive Directors, with some or all of the following benefits: – partnership shares acquired using deductions from salary; – matching shares awarded to those employees who purchase partnership shares on the basis of a ratio specified by the Company; and – free shares. Matching and free shares awarded under the SIP must normally be held in the plan for a specified period. The Company operates a defined contribution group personal pension plan in the UK. The scheme is non-contributory and all UK permanent employees, including the Executive Directors, are eligible to participate. The Company contributes a specified percentage of basic annual salary for senior employees, including Executive Directors. Where an Executive Director has an individual personal pension plan (or overseas equivalent), the Company pays its contribution to that arrangement. If an Executive Director’s pension arrangements are fully funded or applicable statutory limits are reached, an amount equal to the Company’s contribution (or the balance thereof) is paid in the form of additional salary. During their employment, Executive Directors are obliged to build up and maintain a target holding of shares worth 200% of salary. Executive Directors are also normally required to maintain a shareholding equal to 200% of final salary for a period of two years following cessation of employment. Further details relating to both the above requirements (including the particular shares to which they relate and the enforcement mechanisms that have been put in place) are set out on page 103. Cairn Energy PLC Annual Report and Accounts 2019 101 L E A D E R S H I P A N D G O V E R N A N C E Directors’ Remuneration Report continued Remuneration element Purpose and link to strategy Operation Non-Executive Directors’ fees Helps recruit and retain high-quality, experienced individuals. Reflects time commitment and role. Chairman’s fees Helps recruit and retain the relevant individual. Reflects time commitment. Non-Executive Directors’ fees are considered annually and are set by the executive members of the Board and the Chairman taking into account a range of relevant factors including: – market practice; – time commitment; and – responsibilities associated with the roles. Additional fees are payable to the Chairs of the audit and remuneration committees and may be paid for other additional responsibilities. Expenses incurred in the performance of non-executive duties for the Company may be reimbursed or paid for directly by the Company, including any tax due on the expenses. The Chairman’s fee is considered annually and is determined in light of market practice, the time commitment and responsibilities associated with the role and other relevant factors. Expenses incurred in the performance of the Chairman’s duties for the Company may be reimbursed or paid for directly by the Company, including any tax due on the expenses. Framework for assessing performance None Opportunity Company’s Articles of Association place a limit on the aggregate annual level of Non-Executive Directors’ and Chairman’s fees (currently £900,000). None Company’s Articles of Association place a limit on the aggregate annual level of Non-Executive Directors’ and Chairman’s fees (currently £900,000). Notes: 1 A description of how the Company intends to implement the policy set out in this table during the financial year to 31 December 2020 is provided on pages 122 and 123. 2 The following differences exist between the Company’s above policy for the remuneration of directors and its approach to the payment of employees generally: – Participation in the LTIP is typically aimed at the Executive Directors and certain selected senior managers. Other employees are eligible to participate in the Employee Share Award Scheme (details of which are provided in section 4.4 of the notes to the Financial Statements on pages 168 to 170). – Under the Company’s defined contribution pension scheme, the Company contribution for all other employees (and any new Executive Directors appointed to the Board) is 10% of basic annual salary. – A lower level of maximum annual bonus opportunity applies to employees other than the Executive Directors and certain PDMRs. – Benefits offered to other employees generally comprise permanent health insurance, private health insurance, death-in-service benefit and gym and fitness allowance. In general, these differences arise from the development of remuneration arrangements that are market competitive for the various categories of individuals. They also reflect the fact that, in the case of the Executive Directors and PDMRs, a greater emphasis is placed on variable pay. 3 The TSR performance conditions applicable to the 2017 LTIP (further details of which are provided on page 116) were selected by the committee on the basis that they improve shareholder alignment and are consistent with the Company’s objective of delivering superior levels of long-term value to shareholders. Under the terms of these performance conditions, the committee can specify the basis on which TSR for any company is calculated and has the discretion to make adjustments to this methodology to take account of exceptional circumstances, including share capital variations. Where any company becomes unsuitable as a member of the comparator group as a result of, for example, a change of control or delisting, the committee has the discretion to treat that company in such manner as it deems appropriate (including replacing it with another organisation). 4 Where a nil-cost option award under the 2017 LTIP becomes exercisable, it will generally remain so until the 10th anniversary of the date on which it was granted. 5 The choice of the performance metrics applicable to the annual bonus scheme reflect the committee’s belief that any incentive compensation should be tied to appropriately challenging measures of both the overall performance of the Company against its strategic KPIs and (where appropriate) those areas that the relevant individual can directly influence. 6 The legislation applicable to the SIP does not allow performance conditions to be applied in relation to partnership or matching shares and, given that the SIP is an ‘all-employee’ arrangement, the Company has decided that it is currently not appropriate to apply performance conditions to free shares awarded under it, although the committee retains the discretion to apply performance conditions to future awards. 102 Cairn Energy PLC Annual Report and Accounts 2019 L E A D E R S H I P A N D G O V E R N A N C E Shareholding Policy for Executive Directors The committee believes that a significant level of shareholding by the Executive Directors strengthens the alignment of their interests with those of shareholders. Accordingly, the Company has a formal share ownership policy (which has been in place for a number of years) under which the Executive Directors are required to build up and maintain a target holding of 200% of salary. In order to facilitate the achievement of the above requirement, the share ownership policy provides that, until the necessary holding is achieved, an Executive Director is obliged to retain shares with a value equal to 50% of the net-of-tax gain arising from any vesting or exercise under the Company’s share incentive plans. In addition, and with effect from the date this Directors’ Remuneration Policy is approved by shareholders, Executive Directors (and certain other senior managers) will normally be obliged to maintain a specified holding of shares for a period of two years following cessation of employment. In particular: – the requirement is to maintain a post-employment holding of relevant shares equal to 200% of final salary; – if this targeted holding has not been achieved at the point employment ceases, the requirement will apply to all relevant shares held at that time; – “relevant shares” will include all shares acquired by the individual on the exercise of awards that vest under any of the Company’s discretionary share plans, including the LTIP and the Deferred Bonus Plan, on or after 1 January 2020 (other than those that are sold in order to satisfy tax liabilities arising on exercise); – shares subject to awards that vest on or after 1 January 2020 but which remain unexercised (e.g. because a holding or deferral period applies), or which have been granted under the Deferred Bonus Plan, will also count as “relevant shares”, but on a net-of-tax basis; – until such time as the 200% of salary target is achieved, any relevant shares acquired by an individual will be placed in a nominee structure; – relevant shares held by or on behalf of an individual will also count towards the satisfaction of the existing share ownership policy that is described above; – for the avoidance of doubt, any shares acquired by an individual other than pursuant to a discretionary share plan (e.g. purchases using his/her own resources) will not be subject to the post-employment holding requirement; and – the committee will retain the discretion to reduce or waive the post-employment holding requirement in limited circumstances (such as on the death of the individual or where his/her personal circumstances change). Common Terms of Share Awards Awards under any of the Company’s discretionary share plans referred to in this report may: – be granted as conditional share awards or nil-cost options or in other such form that the committee determines has the same economic effect; – have any performance conditions applicable to them amended or substituted by the committee if an event occurs which causes the committee to determine that an amended or substituted performance condition would be more appropriate and not materially less difficult to satisfy; – incorporate the right to receive an amount (in cash or additional shares) equal to the value of dividends which would have been paid on the shares under the award that vest up to the time of vesting (or, where the award is subject to a holding period, release). This amount may be calculated assuming that the dividends have been reinvested in the Company’s shares on a cumulative basis; – be settled in cash at the committee’s discretion; and – be adjusted in the event of any variation of the Company’s share capital or any demerger, delisting, special dividend or other event that may affect the Company’s share price. Legacy Awards The committee reserves the right to make any remuneration payments and/or payments for loss of office (including exercising any discretions available to it in connection with such payments) notwithstanding that they are not in line with the policy set out above where the terms of the payment were agreed (i) before 15 May 2014 (the date the Company’s first shareholder-approved directors’ remuneration policy came into effect); (ii) before the policy set out above came into effect, provided that the terms of the payment were consistent with the shareholder-approved directors’ remuneration policy in force at the time they were agreed; or (iii) at a time when the relevant individual was not a director of the Company and, in the opinion of the committee, the payment was not in consideration for the individual becoming a director of the Company. For these purposes “payments” includes the committee satisfying awards of variable remuneration and, in relation to an award over shares, the terms of the payment are “agreed” at the time the award is granted. Remuneration Scenarios Relating to the Above Policy Cairn’s pay policy seeks to ensure that the overall package of the Executive Directors is generally weighted more towards variable pay and, within such variable pay element, that greater emphasis is placed on the delivery of long-term performance through the award of long-term incentives. In the chart below, we show the make-up of remuneration of the current Executive Directors in 2020 under minimum, on-target and maximum scenarios. A further column has also been included which illustrates the impact on the figures contained in the maximum scenario of an assumed share price appreciation for the LTIP award of 50% over the relevant performance period. £4,000,000 £3,000,000 £2,000,000 £3,642,274 £2,908,961 60% £1,720,995 50% 37% £1,000,000 £709,024 21% 25% 20% 100% 42% 25% 20% £2,383,387 £1,906,436 £1,133,775 50% 475,582 100% 37% 21% 42% 25% 25% 60% 20% 20% £0 Minimum On-Target Maximum Maximum with share price growth Chief Executive Minimum On-Target Maximum CFO Maximum with share price growth Fixed elements Annual variable Long-term Incentives Cairn Energy PLC Annual Report and Accounts 2019 103 L E A D E R S H I P A N D G O V E R N A N C E Directors’ Remuneration Report continued In developing the above scenarios, the following assumptions have been made: – The “minimum” columns are intended to show the fixed level of remuneration to which the Executive Directors are entitled in 2020 irrespective of performance levels, namely base salary (at current rates), benefits (using the details set out in the 2019 single total figure table provided on page 108) and pension (calculated by applying the percentage entitlement for those individuals set out in the policy table against latest confirmed salary). – The “on-target” scenario seeks to illustrate the remuneration the Executive Directors would receive if performance was in line with expectation. In addition to the fixed elements summarised above, it assumes a specified level of payout/vesting under the annual bonus scheme and 2017 LTIP. In the case of the bonus scheme a 50% payout has been used. For on-target performance under the LTIP, the “kicker” element of the award would not vest. Therefore the illustration is based on 55% vesting of the “core award” of 200% of salary. This vesting level is broadly equal to the percentage applied in determining the grant date “fair value” of an LTIP award for the purposes of the Company’s share-based payment charge. – The “maximum” columns demonstrate total remuneration levels in circumstances where the variable elements pay out in full, namely an annual bonus payment of 125% of salary (with 100% of salary paid in cash and the balance delivered in the form of a deferred share award) and 100% vesting of LTIP awards to be granted in 2020 over shares worth 250% of salary. – For the “maximum with share price growth” column, share price appreciation of 50% over the relevant performance period has been assumed for the LTIP awards. For all other columns, any post-grant share price movements have not been taken into account for the purposes of valuing LTIP and deferred bonus awards. – The Executive Directors are entitled to participate in the SIP on the same basis as other employees. The value that may be received under this arrangement is subject to legislative limits and, for simplicity, has been excluded from the above chart. Recruitment Policy Base Salaries Salaries for any new director hires (including internal promotions) will be set to reflect their skills and experience, the Company’s intended pay positioning and the market rate for the role. Where it is appropriate to offer a below-market salary initially, the committee will have the discretion to allow phased salary increases over time for newly appointed directors, even though this may involve increases in excess of the rate for the wider workforce and inflation. Benefits Benefits for new appointees to the Board will normally be provided in line with those offered to other Executive Directors and employees taking account of local market practice, with relocation expenses/arrangements provided for if necessary. Tax equalisation may also be considered if an executive is adversely affected by taxation due to their employment with Cairn. Legal fees and other reasonable costs and expenses incurred by the individual may also be paid by the Company. Pension provision for any new Executive Directors will be in accordance with the terms of the policy. Variable Pay For external appointments, the committee will ensure that their variable remuneration arrangements are framed in accordance with the terms of, and are subject to the limits contained in, the Company’s existing policy. The committee may however, in connection with an external recruitment, offer additional cash and/or share-based elements intended to compensate the individual for the forfeiture of any awards under variable remuneration schemes with a former employer. The design of these payments would appropriately reflect the value, nature, time horizons and performance requirements attaching to the remuneration foregone. Shareholders will be informed of any such arrangements at the time of appointment. Where an individual is appointed to the Board, different performance measures may be set for the year of joining the Board for the annual bonus, taking into account the individual’s role and responsibilities and the point in the year the executive joined. For an internal appointment, any variable pay element awarded in respect of the prior role may be allowed to pay out according to its terms, adjusted as relevant to take into account the appointment. Chairman and Non-Executive Directors On the appointment of a new Chairman or Non-Executive Director, the fees will be set taking into account a range of relevant factors including market practice, time commitment and the responsibilities associated with the role. Where specific cash or share arrangements are delivered to Non-Executive Directors, these will not include share options or other performance-related elements. 104 Cairn Energy PLC Annual Report and Accounts 2019 L E A D E R S H I P A N D G O V E R N A N C E Executive Directors’ Service Contracts Each of the current Executive Directors has a rolling service contract with an indefinite term that contains the key elements shown in the table below: Provision Remuneration Notice period1 Termination payment Restrictive covenants Contract date Detailed terms – Salary, pension and benefits. – Company car or cash allowance. – Permanent health insurance. – Private health insurance for director and dependants. – Death-in-service benefits. – 30 days’ paid annual leave. – Participation in annual bonus plan, subject to plan rules. – Participation in Deferred Bonus Plan, LTIP and SIP, subject to plan rules. – 12 months’ notice by the Director or by the Company. – See separate disclosure below. – During employment and for 6 months after leaving. – Simon Thomson – 29 June 2011. – James Smith – 4 February 2014. Note: 1 The committee believes that this policy on notice periods provides an appropriate balance between the need to retain the services of key individuals who will benefit the business and the need to limit the potential liabilities of the Company in the event of termination. The Executive Directors’ service contracts are available for inspection, on request, at the Company’s registered office. Exit Payment Policy for Executive Directors Executive Directors’ contracts allow for termination with contractual notice from the Company or termination with a payment in lieu of notice, at the Company’s discretion. The contracts also allow for phased payments to be made on termination with an obligation on the individual to mitigate loss. Neither notice nor a payment in lieu of notice will be given in the event of gross misconduct. The committee’s approach when considering payments in the event of termination is to take account of the individual circumstances including the reason for termination and the contractual obligations of both parties as well as the relevant share plan and pension scheme rules. In the event of termination by the Company, an Executive Director would be entitled to receive an amount representing base salary and the value of benefits and pension contributions due under the individual’s service contract for the notice period. Directors are not entitled to participate in any additional redundancy scheme. The committee will have the authority to settle legal claims against the Group (e.g. for unfair dismissal, discrimination or whistle-blowing) that arise on termination. The committee may also authorise the provision of outplacement services and pay reasonable legal expenses associated with the termination. On termination of employment, the committee has discretion as to the amount of bonus payable in respect of the current year. The bonus paid would reflect the Company’s and the individual’s performance during that period. However, any bonus payable (in cash and/or share awards as determined by the committee) on termination would not exceed a pro-rated amount to reflect the period for which the individual had worked in the relevant year. As a general rule, if an Executive Director ceases employment, all unvested share awards granted pursuant to the Company’s deferred bonus arrangements will lapse immediately. However, if such cessation occurs by reason of death, injury, permanent disability, or because the individual’s employing company or part of the business in which he/she is employed is transferred out of the Group, retirement with the agreement of the Company, or in any other circumstances determined by the committee other than where an individual has been summarily dismissed (in each case, a ‘good leaver’), those awards will not lapse and will normally continue to vest at the end of the original vesting period. The committee may determine that a deferred bonus award should vest before the normal time in certain circumstances, for example where an individual has died. The committee also has the discretion to time pro-rate any awards held by such a good leaver. As a general rule, if an Executive Director ceases employment, all unvested awards granted pursuant to the Company’s 2017 LTIP will lapse immediately. However, if such cessation occurs by reason of death, injury, permanent disability, or because the individual’s employing company or part of the business in which he/she is employed is transferred out of the Group, or in any other exceptional circumstances determined by the committee (in each case, a ‘good leaver’), those awards will not lapse and will normally continue to vest at the end of the original performance period but only if, and to the extent that, the applicable performance conditions are satisfied. The committee may determine that an award should vest before the normal time in certain circumstances, for example where an individual has died. It is the remuneration committee’s normal policy to time pro-rate any awards held by such a good leaver, although it retains the discretion to refrain from doing so in exceptional circumstances. Any holding period attached to the share awards would normally continue to apply. If an Executive Director ceases employment, 2017 LTIP awards subject to a holding period will normally be released (or if structured as nil-cost options, become exercisable) on the original timescales. These awards will, however, lapse where cessation occurs due to the individual’s gross misconduct, or if the committee considers it appropriate, the individual’s bankruptcy. The committee has the discretion to accelerate the release of shares in certain circumstances, for example death. On a change of control of the Company resulting in the termination of his employment, the current Chief Executive is entitled to compensation of a sum equal to his annual basic salary as at the date of termination of employment. As noted and explained in previous reports, the committee recognises that this provision is no longer in accordance with best practice. It was not included in the contract of the CFO that was entered into on his appointment in 2014, and will not be included in the contracts of other future appointees to the Board; however, it continues to apply to the current Chief Executive. Cairn Energy PLC Annual Report and Accounts 2019 105 L E A D E R S H I P A N D G O V E R N A N C E Directors’ Remuneration Report continued In the event of a change of control or winding up of the Company, treatment of share awards will be in accordance with the relevant plan rules. The committee has the discretion to disapply time pro-rating in the event of a change of control. If there is a demerger or special dividend, the committee may allow awards to vest on the same basis as for a change of control. Non-Executive Directors’ Letters of Appointment None of the Non-Executive Directors nor the Chairman has a service contract but all have letters of appointment that set out their duties and responsibilities, the time commitment expected by the Company, and the basis on which their fees will be paid. These letters of appointment have no fixed term but can be terminated with immediate effect by either the Director concerned or the Company and are subject to the Company’s Articles of Association, which provide for the annual election or re-election by shareholders of all the Company’s directors. There are no provisions for compensation payable on termination of appointment. The following table sets out the dates of the letters of appointment for the Chairman and the Non-Executive Directors and specifies the date on which each individual is next subject to election or re-election: Director Ian Tyler Todd Hunt Keith Lough Peter Kallos Nicoletta Giadrossi Alison Wood Catherine Krajicek Date of original appointment Date when next subject to election or re-election 28 June 2013 14 May 2003 14 May 2015 01 September 2015 10 January 2017 01 July 2019 01 July 2019 14 May 2020 14 May 2020 14 May 2020 14 May 2020 14 May 2020 14 May 2020 14 May 2020 None of the Non-Executive Directors nor the Chairman participates in any of the Company’s share schemes and they are not entitled to a bonus or pension contributions. The Non-Executive Directors’ and Chairman’s letters of appointment are available for inspection, on request, at the Company’s registered office. Part 3 – Annual Report on Remuneration Introduction This Annual Report on Remuneration provides details of the way in which the committee operated during the financial year to 31 December 2019 and explains how Cairn’s approved Directors’ Remuneration Policy that was in force during that period was implemented. It also summarises how the new Directors’ Remuneration Policy set out on pages 97 to 106 will be applied in 2020, assuming it is approved by shareholders at the AGM to be held on 14 May 2020. In accordance with the Regulations, this part of the report will be subject to an advisory vote at the 2020 AGM. The Company’s auditor is required to report to Cairn’s shareholders on the “auditable parts” of this Annual Report on Remuneration (which have been highlighted as such below) and to state whether, in their opinion, those parts have been properly prepared in accordance with the Regulations and the Companies Act 2006. On the basis that Cairn has fewer than 250 UK employees, the Company is not required to publish or report its gender pay gap information. Operation of the Remuneration Committee During 2019 Members of the Remuneration Committee The members of the remuneration committee during the year were as follows: – Nicoletta Giadrossi (Chair of the committee). – Ian Tyler; and – Peter Kallos. The individuals who served on the committee, each of whom is an independent Non-Executive Director of the Company, had no personal financial interest (other than as shareholders) in the matters decided, no potential conflicts of interest from cross-directorships and no day-to-day involvement in running the business. Prior to her original appointment as Chair in May 2018, Nicoletta Giadrossi had served on the committee for more than 12 months. Biographical information on the individuals that were committee members as at 31 December 2019 is shown on page 75 and details of attendance at the committee’s meetings during 2019 are shown on page 83. 106 Cairn Energy PLC Annual Report and Accounts 2019 L E A D E R S H I P A N D G O V E R N A N C E Internal Assistance Provided to the Committee The Chief Executive is not a member of the remuneration committee but may attend its meetings by invitation and is consulted in respect of certain of its proposals. The Chief Executive is not involved in any discussions in respect of his own remuneration. During the year, the committee also received material assistance and advice on remuneration policy from the Company Secretary. External Assistance Provided to the Committee As and when the remuneration committee considers it appropriate, it takes external advice on remuneration from a number of sources. During the year, it received the following assistance: Adviser Aon2 3 Deloitte LLP3 Ernst & Young LLP Shepherd and Wedderburn LLP Assistance provided to the committee during 2019 Appointed by the committee to give periodic advice on various aspects of the Directors' remuneration packages. Also assisted with the preparation of the Directors’ Remuneration Report and provided support on a number of miscellaneous remuneration related projects (including the formulation of the new policy). Appointed by the Company’s Management Team but provided assistance to the committee in relation to the design, communication and implementation of the new policy. Appointed by the Company to carry out an independent verification of its achievement against performance conditions applicable to the Company's LTIPs and share option schemes. Appointed by the Company to carry out regular calculations in relation to the LTIP performance conditions. Also assisted with the preparation of the Directors' Remuneration Report. Fees for committee assistance in 20191 £47,435 Other services provided to the Company during 2019 Provided advice on various aspects of remuneration practice across the Group. £27,867 Provided advice on various aspects of remuneration practice across the Group. N/A – no advice provided to the committee Internal auditor of the Company throughout the year. £32,011 General legal services to the Group throughout the year. Notes: 1 The bases for charging the fees set out in the table were agreed by the committee at or around the time the particular services were provided and, in general, reflected the time spent by the adviser in question on the relevant matter. 2 Aon Hewitt Limited, part of Aon plc. 3 Both Aon and Deloitte LLP are members of the Remuneration Consultants Group and their work is governed by the Code of Conduct in relation to executive remuneration consulting in the UK. 4 The committee reviews the performance and independence of all its advisers on a continuous basis. No issues relating to performance or independence were noted by the committee during the year. Statement of Shareholder Voting at General Meetings The table below shows the voting outcome at the last general meeting(s) at which shareholders were asked by the Company to approve a resolution relating to its Directors’ Remuneration Report and Directors’ Remuneration Policy: Description of resolution Date of general meeting Number of votes "For" and "Discretionary" % of votes cast Number of votes "Against" % of votes cast Total number of votes cast Number of votes "Withheld"1 17 May 2019 465,053,278 96.11% 18,802,383 3.89% 483,855,661 24,483 19 May 2017 465,933,235 97.96% 9,688,508 2.04% 475,621,743 7,035,403 To approve the 2018 Directors’ Remuneration Report To approve 2017 Directors’ Remuneration Policy Note: 1 A vote withheld is not a vote in law. The committee welcomed the endorsement of both the above resolutions that was shown by the vast majority of shareholders at the relevant meetings and gave due consideration to any concerns raised by investors who did not support the resolutions. Cairn Energy PLC Annual Report and Accounts 2019 107 L E A D E R S H I P A N D G O V E R N A N C E Directors’ Remuneration Report continued Payments to Past Directors During 2019 (Audited) During the year to 31 December 2019, there were no payments to past directors of the kind which require to be disclosed in terms of the Regulations. Single Total Figure Table for 2019 (Audited) The tables below set out the remuneration received by Executive Directors and Non-Executive Directors during the year in the following categories. Salary + Benefits + Pension + SIP + Annual Bonus + Long-term incentives = Total remuneration Executive Directors Fixed Remuneration Variable Remuneration Totals Financial year Salary and fees Benefits1 Pension2 SIP3 paid in cash Annual bonus4 deferred into shares total bonus Long-term incentives5 Total fixed remuneration Total variable remuneration Total remuneration Directors Simon Thomson James Smith 2019 £576,844 £34,376 £86,527 £7,197 £468,686 £0 £468,686 £0 £704,944 £468,686 £1,173,630 2018 £565,533 £27,930 £84,830 £7,197 £494,841 £0 £494,841 £1,023,670 £685,490 £1,518,511 £2,204,001 2019 £375,183 £36,787 £56,277 £7,197 £304,836 £0 £304,836 £0 £475,444 £304,836 £780,280 2018 £367,826 £8,681 £55,174 £7,197 £321,848 £0 £321,848 £665,800 £438,878 £987,648 £1,426,526 Notes: 1 Taxable benefits available to the Executive Directors during 2019 were a company car/car allowance, private health insurance, death-in-service benefit and a gym and fitness allowance. This overall package of taxable benefits was largely unchanged from 2018, with the higher figures for both the Executive Directors in 2019 primarily being attributable to increased charges for their company cars. 2 Additional disclosures relating to the pension provision for the Executive Directors during 2019 are set out on page 111. 3 This column shows the face value (at date of award) of matching and free shares provided to the Executive Directors under the SIP during the relevant period. Further details on the way in which the SIP was operated during 2019 are set out on pages 119 and 120. 4 Under the Company’s annual bonus scheme for 2018 and 2019, any sums awarded in excess of 100% of salary are delivered in the form of deferred share awards, which normally vest after a period of three years from grant. Further information in relation to the annual bonus scheme for 2019 is provided on pages 111 to 115. For the avoidance of doubt, the quantum of awards made under this arrangement is not attributable, either wholly or in part, to share price appreciation. 5 This column shows the value of shares that vested in respect of LTIP awards with performance conditions that ended during the period in question. Further details of the LTIP’s operation during 2019 are provided on pages 115 to 119; confirmation of the amount of the 2018 vesting values that were attributable to share price appreciation was included in last year’s Directors’ Remuneration Report. 6 Following the end of the year to 31 December 2019, the committee considered whether there were any circumstances that could or should result in the recovery or withholding of any sums pursuant to the clawback arrangements contained within the Company’s remuneration policy. The conclusion reached by the committee was that it was not aware of any such circumstances. 108 Cairn Energy PLC Annual Report and Accounts 2019 L E A D E R S H I P A N D G O V E R N A N C E Non-Executive Directors Fixed Remuneration Variable Remuneration Totals Financial year Salary and fees1 Benefits Pension2 Annual bonus2 Long-term incentives2 Total fixed remuneration Total variable remuneration Total remuneration Directors Ian Tyler Todd Hunt Alexander Berger3 Keith Lough4 Peter Kallos Nicoletta Giadrossi4 Alison Wood5 Catherine Krajicek5 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 2019 2018 £177,000 £177,000 £75,500 £75,500 £28,941 £75,500 £85,500 £81,782 £75,500 £75,500 £85,500 £81,782 £37,750 £0 £37,750 £0 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – £177,000 £177,000 £75,500 £75,500 £28,941 £75,500 £85,500 £81,782 £75,500 £75,500 £85,500 £81,782 £37,750 £0 £37,750 £0 – – – – – – – – – – – – – – – – £177,000 £177,000 £75,500 £75,500 £28,941 £75,500 £85,500 £81,782 £75,500 £75,500 £85,500 £81,782 £37,750 £0 £37,750 £0 Notes: 1 As disclosed in the 2018 Annual Report on Remuneration, the Chairman’s fee for 2019 was unchanged at £177,000. Similarly, the basic annual fee for Non-Executive Directors in 2019 remained at £75,500, being the same level paid in 2018. 2 The Non-Executive Directors do not participate in any of the Company’s long-term incentive arrangements and are not entitled to a bonus or pension contributions. 3 Alexander Berger retired as a director on 17 May 2019. His fees for 2019 reflect the period from the start of the year to that date. 4 A further annual fee of £10,000 was payable to both Keith Lough and Nicoletta Giadrossi for their roles as Chair of the audit committee and the remuneration committee respectively during 2019. These individuals served as Chair of their relevant committee for part of 2018 and their share of the additional £10,000 fee for that year reflected their respective periods in post. 5 Alison Wood and Catherine Krajicek were both appointed as Non-Executive Directors on 1 July 2019. Their respective fees for 2019 reflect the period from that date to the year end. TSR Performance Graph and Further Information on Chief Executive Pay Introduction The following chart demonstrates the growth in value of a £100 investment in the Company and an investment of the same amount in both the FTSE 250 Index and the FTSE 350 Oil & Gas Producers Index over the last ten years. These comparisons have been chosen on the basis that: Cairn was a constituent member of the FTSE 250 Index for the whole of 2019; and the FTSE 350 Oil & Gas Producers Index comprises companies who are exposed to broadly similar risks and opportunities as Cairn. The table following the graph illustrates the movements in the total remuneration of the Company’s Chief Executive during the same ten-year period. Performance Graph – Comparison of Ten-Year Cumulative TSR on an Investment of £100 £350 £300 £250 £200 £150 £100 £50 0 Dec 09 Dec 10 Dec 11 Dec 12 Dec 13 Dec 14 Dec 15 Dec 16 Dec 17 Dec 18 Dec 19 FTSE 250 Cairn FTSE 350 Oil & Gas Cairn Energy PLC Annual Report and Accounts 2019 109 L E A D E R S H I P A N D G O V E R N A N C E Directors’ Remuneration Report continued Total Remuneration of Chief Executive During the Same Ten-Year Period Financial year Chief Executive Total remuneration of Chief Executive1 Annual variable element award rates for Chief Executive (as % of max. opportunity) Long term incentive vesting rates for Chief Executive (as % of original award level) 2019 2018 2017 2016 2015 2014 2013 2012 2011 20112 2010 Simon Thomson Simon Thomson Simon Thomson Simon Thomson Simon Thomson Simon Thomson Simon Thomson Simon Thomson Simon Thomson Sir Bill Gammell Sir Bill Gammell £1,173,630 £2,204,001 £2,992,615 £2,081,601 £1,292,167 £1,073,425 £962,765 £1,018,570 £3,405,719 £4,053,822 £7,302,533 65% 70% 76.9% 80.2% 75% 78.5% 63% 86% 82% N/A 58% 0% 56.7% 90.8% 81.7% 23.4% 0% 0% 0% 121% 106% 113% Notes: 1 The amounts disclosed in this column have been calculated using the same methodology prescribed by the Regulations for the purposes of preparing the single total figure table shown on page 108. 2 Sir Bill Gammell stood down as Chief Executive on 30 June 2011 and was replaced by Simon Thomson (who had previously been Legal and Commercial Director) with effect from that date. Sir Bill Gammell’s “total remuneration” for 2011 shown in the above table reflects the amount of salary, benefits and pension paid to him in respect of the period to 30 June 2011. However, during the year to 31 December 2011, Sir Bill Gammell also received, in connection with the termination of his employment and in settlement of his contractual entitlements, a payment of salary and benefits in lieu of his contractual notice period of one year (£770,000) and a cash bonus under the Company’s annual bonus scheme (£625,000). Percentage Annual Change in Chief Executive’s Remuneration Elements Compared to All Group Employees The table below illustrates, for various elements of the Chief Executive’s 2019 remuneration package, the percentage change from 2018 and compares it to the average percentage change for all the Group’s employees in respect of that same period. Chief Executive All Group employees % change in base salary % change in taxable benefits % change in annual bonus 2% 3%2 23.08%1 (1.44%)3 (5.29%) 1.07% Notes: 1 As highlighted on page 108, the above increase in the Chief Executive’s taxable benefits is largely attributable to higher charges for his company car. 2 The standard level of salary increase across the Group in 2019 was 2%. However, a small number of individuals received higher percentage increases which raised the average for all employees to 3%. 3 This fall in average taxable benefits for all Group employees has arisen due to a lower level of relocation expenses being paid in 2019. Pay Ratio Information in Relation to Chief Executive’s Remuneration The Regulations require certain companies to disclose the ratio of the Chief Executive’s pay, using the amount set out in the single total figure table, to that of the median, 25th and 75th percentile total remuneration of full-time equivalent UK employees. Although the above requirement does not technically apply to Cairn (on the basis that it had fewer than 250 UK employees during 2019), the committee felt that it would be appropriate to include the relevant disclosures this year on an entirely voluntary basis as it helps to demonstrate the link between the Chief Executive’s pay and the remuneration of the wider workforce. A similar decision was made last year, with the result that the following table shows the relevant ratios for both 2019 and 2018: Year 2019 2018 Method of calculation adopted Option A Option A 25th percentile pay ratio (Chief Executive: UK employees) Median pay ratio (Chief Executive: UK employees) 75th percentile pay ratio (Chief Executive: UK employees) 19 : 1 36 : 1 12 : 1 22 : 1 7 : 1 11 : 1 The median, 25th percentile and 75th percentile figures used to determine the above ratios were calculated by reference to the full-time equivalent annualised remuneration (comprising salary, benefits, pension, SIP, annual bonus and long term incentives) of all UK based employees of the Group as at 31 December 2019 (i.e. “Option A” under the Regulations). The committee selected this calculation methodology as it was felt to produce the most statistically accurate result. The committee considers that the median pay ratio for 2019 that is disclosed in the above table is consistent with the pay, reward and progression policies for the Company’s UK employees taken as a whole. It reflects the fact that a greater proportion of Executive Director pay is linked to annual performance through a higher annual bonus opportunity (a percentage of which is subject to deferral into shares). In addition, in-line with the Company’s existing and proposed Directors’ Remuneration Policy, pension contributions available to the current executive team are higher than for the wider workforce. 110 Cairn Energy PLC Annual Report and Accounts 2019 L E A D E R S H I P A N D G O V E R N A N C E The committee notes that each of the pay ratios for 2019 is lower than in the previous year. This is largely attributable to the fact that, unlike during 2018, no awards vested under the Company’s various discretionary share incentive plans in the period of 12 months to 31 December 2019. Given that the Executive Directors receive a higher level of annual award (as a percentage of salary) under these arrangements than all other employees, this absence of vesting had a greater proportionate impact on the total remuneration level of the Chief Executive. For the avoidance of doubt, the differences in the ratios between 2019 and 2018 are not attributable to any material change in the Company’s employment models or the use of a different calculation methodology. Pay details for the individuals whose 2019 remuneration is at the median, 25th percentile and 75th percentile amongst UK based employees are as follows: Salary Total pay and benefits Chief Executive 25th percentile Median 75th percentile £576,844 £1,173,630 £37,519 £60,743 £62,271 £96,538 £116,172 £172,861 Executive Directors’ Base Salaries During 2019 Based on a review carried out in November 2018, the following salary increases for Executive Directors became effective on 1 January 2019: 2019 Annual Salary Details Current directors Simon Thomson James Smith Job title Annual salary as at 31 December 2018 Annual salary as at 1 January 2019 % increase with effect from 1 January 2019 Chief Executive CFO £565,533 £367,826 £576,844 £375,183 2% 2% The increases shown in the above table for both Simon Thomson and James Smith were consistent with the level of standard annual salary increase awarded to other employees on 1 January 2019. Executive Directors’ Pension Provision During 2019 (Audited) As highlighted in the Directors’ Remuneration Policy described on pages 97 to 106, the Company operates a defined contribution, non-contributory Group personal pension plan which is open to all UK permanent employees. The Company contributes 10% of basic annual salary (15% in respect of current Executive Directors) on behalf of all qualifying employees. The Company also has a pension committee which meets on a regular basis to assess the performance and suitability of the Company’s pension arrangements. James Smith is a member of the Company scheme and, during the year, received Company contributions up to his statutory annual allowance. The balance of his 15% of basic salary entitlement was paid as additional salary. During the year, Simon Thomson received an amount equal to 15% of his annual basic salary in the form of additional salary as his pension arrangements have already reached the relevant lifetime limit. Details of the actual amounts of pension contributions/additional salary that were paid to the Executive Directors during 2019 are set out in the “pension” column of the single total figure table on page 108. Annual Bonus – 2019 Structure and Outcome (Audited) During 2019, Cairn operated an annual bonus scheme for all employees and Executive Directors. The maximum level of bonus award for Executive Directors and certain PDMRs for the year was 125% of annual salary. For all participants other than the Executive Directors, 2019 bonus awards were based on achievement against a mixture of personal objectives, project-based KPIs and Group-wide KPIs. When determining the level of award attributable to the personal performance element of these individuals’ bonuses, consideration was also given to the extent to which they demonstrated the Company’s “high performance behaviours” during the period and also the level of their understanding, application and compliance with the Company’s various standards and policies. The final level of all bonuses awarded to employees below Executive Director/PDMR level was reviewed and approved by the committee. Consistent with the approach adopted in 2018, 100% of each Executive Director’s bonus opportunity for the year to 31 December 2019 was determined by reference to the extent to which certain Group KPIs were achieved. Taking into account commercial sensitivities around disclosure, a summary of the relevant targets, ascribed weightings and achievement levels is set out below. Cairn Energy PLC Annual Report and Accounts 2019 111 L E A D E R S H I P A N D G O V E R N A N C E Directors’ Remuneration Report continued 2019 Annual Bonus Scheme – Group KPI Performance Conditions (100% Weighting) and Achievement Levels KPI measures and performance achieved in 2019 Purpose 2019 KPI Measurement 2019 performance Maintain licence to operate Weighting Bonus awarded (as % of allocated proportion of maximum opportunity) KPI remuneration committee decision Deliver value in a safe, secure and environmentally and socially responsible manner. – Achievements of leading indicators linked to the four key categories listed. – Lagging indicators set in line with IOGP targets and guidelines. – Demonstrate clear progress and achieve defined milestones in relation to HSSE/corporate responsibility (CR) objectives, split into four key categories (Governance, Society, People and the Environment). – Achieve lagging HSSE indicators set in line with IOGP targets. Substantially achieved – The Group’s lost time injury 15% 12.9% frequency (LTIF) for operated activity in 2019 was 0 per million hours worked. Our total recordable injury rate (TRIR) for 2019 was 0.98 per million hours worked. There were no spills to the environment. – Good progress made against leading indicators, including: • Code of Ethics revised and issued to all staff (including Spanish version); • The Group’s Corporate Major Accident Prevention Policy (CMAPP) was independently reviewed in 2019; and • A suite of training programmes was rolled out across the Group including topics such as bribery and corruption, CMAPP, human rights and modern slavery. Portfolio management Portfolio optimisation and replenishment. – Secure two new venture opportunities that meet corporate hurdles and have risk levels consistent with our Risk Appetite Statement; measured against tests of control, materiality and commercial robustness. – Each new opportunity secured will be measured against tests of (i) control; (ii) materiality based on documented NPV10 thresholds; and (iii) commercial robustness based on success case Pmean economics. – In 2019, the Senegal JV successfully received the presidential decree for the two-year exploration and appraisal extension of FAN, SNE North and Spica. – Following applications in the 2019 Norwegian APA in September, Cairn was awarded three licences as operator: Mabbutt; Gough; and Fearless. – During 2019, Cairn also 8% 7% Substantially achieved completed the farm-in to onshore Cote d’Ivoire, made a strategic swap of equity in B9 and B10, offshore Mexico and completed a bid round licence application and was awarded operatorship in two zones in Israel in a joint venture with Pharos Energy plc and Ratio Oil Exploration. 112 Cairn Energy PLC Annual Report and Accounts 2019 L E A D E R S H I P A N D G O V E R N A N C E KPI measures and performance achieved in 2019 Purpose 2019 KPI Measurement 2019 performance Deliver exploration success Weighting Bonus awarded (as % of allocated proportion of maximum opportunity) KPI remuneration committee decision – Measured by – In 2019, three wells in 25% 11.33% Partially achieved Grow the reserves and resources base to provide a basis for future growth. – Successfully drill and evaluate a programme of six exploration wells across our portfolio. – Discover potentially commercial hydrocarbons in line with pre-drill expectations. – Mature six new independent exploration prospects with JV support for drilling in the period 2020- 2021. the execution of the drilling and evaluation of wells. – Scored according to the net 2C potentially commercial resources added from exploration drilling and reported in our year-end 2019 reserves and resources report. – Measured by the number of prospects approved by joint ventures on an operated and non-operated basis. Progress developments Progress Senegal and Nova development projects. – Mature the SNE – SNE Final field development project in Senegal to Final Investment Decision. – Progress the Nova development project against key predefined project milestones. Investment Decision being taken, finalisation and approval of joint venture financing plan, and finalisation of certain development contracts. – Nova milestones measured: (i) complete scope of shut-down #1 and commence fabrication and assembly of the Nova module; (ii) delivery and offshore installation of the subsea umbilical; (iii) delivery and offshore installation of the production, water injection and gas lift pipelines; and (iv) delivery of certain subsea infrastructure. Norway (Presto, Lynghaug and Godalen), one in the UK (Chimera) and two in Mexico (Alom and Saasken) were successfully drilled. The Saasken well made a new oil discovery on Block 10, Mexico, and according to preliminary estimates, may contain between 200 and 300 million barrels of oil in place. All other wells were reported as dry and plugged and abandoned. – Prospects successfully matured and recommended during 2019 for drilling in 2020 or 2021 included the Duncan prospect in Norway; and the Diadem prospect in the UK with other prospects also successfully matured, assured and recommended for drilling, the details of which remain commercially sensitive at the date of this report. – An updated SNE Exploitation and Development Plan was submitted in August 2019 and approved by the Ministry of Petroleum and Energy in December 2019. – Final Investment Decision was taken by the JV and granting of the 25-year exploitation licence by the Government of Senegal took place in January 2020. – The Nova development is on schedule with first oil targeted in 2021. In H1, two subsea templates were installed on the ocean floor. This unlocked the next phase of the field development with 65km of pipelines laid in preparation for tie-back to the nearby Gjøa platform. All pre-defined project milestones for the year were achieved. 18% 17% Substantially achieved Cairn Energy PLC Annual Report and Accounts 2019 113 L E A D E R S H I P A N D G O V E R N A N C E Directors’ Remuneration Report continued KPI measures and performance achieved in 2019 Purpose 2019 KPI Measurement 2019 performance Weighting Bonus awarded (as % of allocated proportion of maximum opportunity) KPI remuneration committee decision Fully achieved Partially achieved Production performance Maximise revenues through efficient operations. – Ensure production and operating cash flow from Kraken and Catcher are at or within guidance on net production volume and lifting cost per barrel. Deliver a sustainable business – Measured against target net oil production volumes and lifting cost per barrel. – Catcher- stretch target net 10% 10% oil production volumes were exceeded, at better than target lifting costs. – Kraken- stretch target net oil production volumes were exceeded, at better than target lifting costs. Manage balance sheet strength. – Implement funding strategy to support exploration, appraisal and development activity and to mitigate any downside revenue scenarios. – Progress the UK-India bilateral treaty arbitration to conclusion and receipt of awarded sums in event of success. – Ensure recovery – Funding headroom was 24% 13% of the award from the international arbitration ruling upon receipt of a successful award. – Ensure adequate sources of funding through debt financing, cash flow generation, portfolio optimisation and/or hedging strategies to support our strategy, with four pre-determined, commercially sensitive, tests against which funding levels will be measured. maintained throughout the year covering the Group’s committed forward capital expenditure. – The sale of 10% stake in Nova to Dyas in November 2019 and the disposal of Capricorn Norge AS, the Company’s wholly owned subsidiary in Norway, to Sval (previously known as Solveig Gas) in December 2019 enhanced Group liquidity at attractive metrics. – Arbitration proceedings under the UK-India Bilateral Investment Treaty were largely concluded in 2018. In 2019, however, the Tribunal indicated that the issuance of the arbitration award would not be made until summer 2020. Totals 100% 71.2% 114 Cairn Energy PLC Annual Report and Accounts 2019 L E A D E R S H I P A N D G O V E R N A N C E 2019 Annual Bonus Scheme – Exercise of Committee’s Overarching Discretion In accordance with its normal practice, the above outturn from the assessment of the Group KPIs was subject to a further review by the committee in order to assess whether the resulting level of awards that it would generate for executive directors under the annual bonus scheme structure for 2019 would be fair and reasonable. The conclusion reached was that, due to a number of macro economic considerations, it would be appropriate for the committee to exercise its overarching discretion (contained within the approved remuneration policy in place at that time) and apply a reduction to these amounts. In particular, it decided that, for the purposes of calculating the executive directors’ bonuses, the assumed level of overall achievement for the Group KPIs would be limited to 65% rather than the 71.2% shown in the table above. The impact of this decision is illustrated below. 2019 Annual Bonus Scheme – Overview of Awards and Actual Payments Made The application of (i) the outturn from the above performance condition assessments; and (ii) the subsequent exercise of the committee’s above noted discretion, resulted in the following bonuses becoming payable to Simon Thomson and James Smith: Weighting (as % of max. bonus opportunity) 100% x Simon Thomson Group KPI measures James Smith Group KPI measures 100% Award elements Assumed achievement level (after the application of the committee’s above noted discretionary reduction)1 Award percentage (as % of max. bonus opportunity) = Award calculation Form of payment Max. bonus opportunity (as % of salary) x Award percentage (as calculated above) = Total award (as % of salary) Total award (as an amount) Cash payment2 Deferred share award3 65% 65% 125% 65% 81.25% £468,686 £468,686 £0 65% 65% 125% 65% 81.25% £304,836 £304,836 £0 Notes: 1 In the absence of the committee’s discretionary reduction to the Group KPI achievement level, the total award (as a percentage of salary) for both Simon Thomson and James Smith would have been 89% (i.e. 71.2% achievement x 125% of salary maximum opportunity). 2 Cash payments due under the annual bonus were paid to the relevant individuals shortly after completion of the assessment of the relevant performance measures and conditions. 3 Under the Company’s annual bonus scheme for 2019, any amounts awarded in excess of 100% of salary would have been delivered in the form of share awards granted under the Company’s Deferred Bonus Plan. Long-Term Incentives During 2019 Introduction During the year to 31 December 2019, the Executive Directors participated in the Company’s 2009 LTIP (which was originally approved by shareholders at the AGM held on 19 May 2009) and its 2017 LTIP (which was approved by shareholders at the AGM held on 19 May 2017). Both the 2009 LTIP and 2017 LTIP enable selected senior individuals to be granted conditional awards or nil-cost options over ordinary shares, the vesting of which is normally dependent on both continued employment with the Group and the extent to which pre-determined performance conditions are met over a specified period of three years. Following the introduction of the 2017 LTIP during the year to 31 December 2017, no further awards have been, or will be, granted under the 2009 LTIP, although existing entitlements under the earlier arrangement continued to subsist on their original terms. Overview of Performance Conditions – 2009 LTIP In the case of all awards under the 2009 LTIP (including those granted during 2016), the performance conditions involve a comparison of the TSR of the Company over a three-year performance period (commencing on the date of grant of the relevant award) with the TSR of a share in each company in a comparator group (details of which are set out on page 119). At the end of this period, each company in the comparator group is listed in order of TSR performance to produce a “ranking table”. The vesting of awards then takes place as follows: Ranking of Company against the comparator group Percentage of ordinary shares comprised in award that vest Below median Median Upper decile (i.e. top 10%) Between median and upper decile 0% 20% 100% 20%–100% on a straight line basis Cairn Energy PLC Annual Report and Accounts 2019 115 L E A D E R S H I P A N D G O V E R N A N C E Directors’ Remuneration Report continued In order to ensure that the 2009 LTIP encourages and rewards exceptional performance in terms of delivering increased growth and shareholder value, the performance conditions attaching to awards also provide that, where the TSR of the Company produces a ranking at or above the upper decile level in the appropriate comparator group, a participant will then be given the opportunity to increase the percentage of his/her award that vests through the application of a ‘multiplier’ that is linked to the TSR actually achieved over the performance period. The way in which this multiplier operates is as follows: Multiplier applied to determine the number of ordinary shares that actually vest TSR of the Company over the performance period 1 1.33 50% or less 100% or more 1–1.33 on a straight line basis Between 50% and 100% However, notwithstanding the performance of the Company against the above targets, no part of any currently outstanding award granted under the 2009 LTIP will vest unless the remuneration committee is satisfied that there has been an overall satisfactory and sustained improvement in the performance of the Company as a whole over the performance period. Overview of Performance Conditions – 2017 LTIP For the awards granted to Executive Directors under the 2017 LTIP during 2017, 2018 and 2019, the performance conditions are comprised of two distinct elements, namely: Conditions applicable to the ‘core award’ The first condition applies to that element of each award which is over ordinary shares worth 200% of the individual’s salary (the “core award”) and involves an assessment of the Company’s TSR performance over a three-year performance period (commencing on the date of grant) relative to the performance achieved by a pre-determined comparator group of companies in the same sector (details of which are set out on page 119). Vesting will then take place as follows: Ranking of Company against the comparator group Percentage of ordinary shares comprised in core award that vest Below median Median Upper quartile or above 0% 25% 100% Between median and upper quartile 25%-100% on a straight line basis Conditions applicable to the “kicker award” The second condition applies to the remaining part of each grant (the “kicker award”), being an element that is granted over ordinary shares worth 50% of salary. This part of the award will vest in full if, over the same three-year measurement period (i) the Company achieves an upper quartile ranking (or above) in the comparator group; and (ii) the TSR actually achieved by the Company is at least 100%. For the avoidance of doubt, if either of these requirements is not satisfied, no part of the kicker award will vest. As with the 2009 LTIP, no part of a currently outstanding award granted under the 2017 LTIP will vest unless the remuneration committee is satisfied that there has been an overall satisfactory and sustained improvement in the performance of the Company as a whole over the performance period. Summary of Vesting Terms, Holding Periods and Clawback Arrangements – 2009 and 2017 LTIPs On any vesting of an award under the 2009 LTIP, 50% of the ordinary shares to which the holder has become entitled are released or become exercisable immediately, with the remaining 50% normally being released or becoming exercisable after a further holding period of one year. In the case of the grants made under the 2017 LTIP to Executive Directors, all awards will normally be subject to a holding period of two years following vesting, at the end of which the ordinary shares to which the holder has become entitled will be released or become exercisable. For the avoidance of doubt, this additional holding period will apply to both the kicker and core elements (see above) of these awards. As noted in the Directors’ Remuneration Policy, awards granted under the 2009 and 2017 LTIPs are subject to clawback provisions which may be operated by the committee where, in the period of three years from the end of the applicable performance period, it becomes aware of either a material misstatement of the Company’s financial results or an error in the calculation of performance metrics which, had it been known at the relevant time, would have reasonably been expected to have resulted in such lower vesting being determined. The circumstances in which clawback can be applied in respect of awards vesting on or after 1 January 2020 will be expanded also to include cases of gross misconduct and corporate failure, due to the conduct of management, which results in the appointment of a liquidator or administrator. Where clawback is to be operated in respect of an award, the committee has a range of different mechanisms by which value can be recovered from the relevant individual including the reduction of future bonuses, the application of a reduction in the number of shares over which other incentive awards vest or are exercisable and requiring the individual to make a cash payment to the Company. 116 Cairn Energy PLC Annual Report and Accounts 2019 L E A D E R S H I P A N D G O V E R N A N C E LTIP Awards Granted During 2019 (Audited) On 13 March 2019, the following awards under the 2017 LTIP were granted to Executive Directors: Description of award Form of award Basis of award granted Share price at date of grant3 No. of shares over which award originally granted Face value (£000) of shares over which award originally granted4 % of shares over which award originally granted that vest at threshold Vesting determined by performance over Directors Simon Thomson Core award Kicker award James Smith Core award Kicker award Nil-cost option Nil-cost option Nil-cost option Nil-cost option 2 x base salary of £576,844 0.5 x base salary of £576,844 2 x base salary of £375,183 0.5 x base salary of £375,183 £1.677 687,947 £1,154 25% £1.677 171,986 £288 100% 3 years until 12 March 2022 £1.677 447,444 £750 25% £1.677 111,861 £188 100% 3 years until 12 March 2022 Notes: 1 Details of the performance conditions applicable to the awards granted in 2019 are provided on page 116. 2 No price is payable by participants for their shares on the exercise of a nil-cost option granted under the LTIP. 3 This figure represents the closing mid-market price of a share in the Company for the dealing day immediately preceding the date of grant. (The actual closing price on 13 March 2019 was £1.709.) 4 The values shown in these columns have been calculated by multiplying the “number of shares over which the award was originally granted” by the “share price at date of grant”. 5 In the period following the grant of the above awards, no change was made to their exercise price or the date on which they will become exercisable. LTIP – Awards Vesting During the Year (Audited) On 15 March 2019, the three-year performance period applicable to the awards granted under the 2009 LTIP on 16 March 2016 to various participants (including the Executive Directors) came to an end. Thereafter, the remuneration committee assessed the relevant performance conditions. The results of this assessment, which was completed on 20 March 2019, can be summarised as follows: Performance measure % of award subject to measure Performance achieved 2016-2019 % of award vested 100% Relative TSR performance against a comparator group of 18 companies with the opportunity for additional multiplier of up to 1.33 to be applied for upper decile/ absolute TSR performance. 0% Cairn's TSR over the period placed it between the tenth and eleventh ranked companies in the comparator group. As this ranking was below median level, no part of the relevant awards vested and they lapsed immediately on completion of the committee’s above noted assessment. Notes: 1 Further details of the performance conditions that applied to the above awards are set out on pages 115 and 116. 2 At various points in the period 16 March 2016 to 15 March 2019, the committee was required to determine (in accordance with the approved remuneration policy in place at that time) the treatment of those comparator group companies that were the subject of takeover transactions. No other discretions were exercised by the remuneration committee during or after the relevant performance period. 3 The TSR calculations used to inform the committee’s determinations in relation to the above awards were independently verified by Ernst & Young LLP. The following table shows, for each of the Executive Directors, details of the 2009 LTIP awards that lapsed during the year: Type of award Date of grant No. of shares over which award originally granted % of award to vest as per performance condition assessment No. of shares in respect of which award lapsed Date of lapse Current Director Simon Thomson Nil-cost option 16 March 2016 James Smith Nil-cost option 16 March 2016 856,994 557,395 0% 0% 856,994 20 March 2019 557,395 20 March 2019 Cairn Energy PLC Annual Report and Accounts 2019 117 L E A D E R S H I P A N D G O V E R N A N C E Directors’ Remuneration Report continued LTIP – Awards Exercised During 2019 (Audited) Details of vested LTIP awards (which are in the form of nil-cost options) that were exercised by the Executive Directors during the year to 31 December 2019 are as follows: Current Director Date of grant Plan Date of vesting Date of exercise Number of ordinary shares acquired on exercise Market value of ordinary shares at date of exercise Gain on exercise Exercise price Simon Thomson 19/03/15 2009 LTIP 26/03/18 03/04/19 James Smith 19/03/15 2009 LTIP 26/03/18 03/04/19 248,464 161,602 Nil Nil £1.599 £1.599 £397,294 £258,402 LTIP – Other Awards Held by Executive Directors During the Year For the sake of completeness, and in order to allow comparisons to be made with the awards granted during 2019, set out below are details of the other unvested awards under the 2017 LTIP that were held by the Executive Directors during the year: Date of grant Plan Description of award Form of award Basis of award granted Share price at date of grant2 No. of shares over which award originally granted Face value (£000) of shares over which award originally granted3 % of shares over which award originally granted that vest at threshold Vesting determined by performance over three years until… Directors Simon Thomson 2017 LTIP 23/05/17 2017 LTIP Core award Nil-cost option Kicker award Nil-cost option 2017 LTIP Core award Nil-cost option 28/03/18 2017 LTIP James Smith 2017 LTIP 23/05/17 2017 LTIP Kicker award Nil-cost option Core award Nil-cost option Kicker award Nil-cost option 2017 LTIP Core award Nil-cost option 28/03/18 2017 LTIP Kicker award Nil-cost option 2 x base salary of £559,934 0.5 x base salary of £559,934 2 x base salary of £565,533 0.5 x base salary of £565,533 2 x base salary of £364,185 0.5 x base salary of £364,185 2 x base salary of £367,826 0.5 x base salary of £367,826 £2.18 513,700 £1,120 25% £2.18 128,425 £280 100% 22/05/20 £2.11 536,050 £1,131 25% £2.11 134,012 £283 100% 27/03/21 £2.18 334,114 £728 25% £2.18 83,528 £182 100% 22/05/20 £2.11 348,650 £736 25% £2.11 87,162 £184 100% 27/03/21 Notes: 1 Further details of the performance conditions that apply to these awards are set out on page 116. 2 This figure represents the closing mid-market price of a share in the Company for the dealing day immediately preceding the relevant date of grant. 3 The values shown in this column have been calculated by multiplying the relevant “number of shares over which the award was originally granted” by the appropriate “share price at date of grant”. 4 During 2019, no changes were made to the exercise prices of the above awards or the date on which they will become exercisable. 118 Cairn Energy PLC Annual Report and Accounts 2019 L E A D E R S H I P A N D G O V E R N A N C E Comparator Group Companies Applicable to LTIP Awards The table below provides details of the comparator groups applicable to each tranche of awards granted under the 2009 and 2017 LTIPs to Executive Directors that were outstanding during 2019. Company Africa Oil Corp. Aker BP ASA (formerly named Det Norske Oljeselskap ASA) Cobalt International Energy, Inc.* DNO ASA Energean Oil & Gas PLC EnQuest PLC Faroe Petroleum PLC* Genel Energy PLC Hurricane Energy PLC Kosmos Energy Limited Lundin Petroleum AB Maurel & Prom Nostrum Oil & Gas PLC Ophir Energy PLC* Petroceltic International PLC* Pharos Energy PLC (formerly named SOCO International PLC) Premier Oil PLC Rockhopper Exploration PLC Santos Limited Seplat Petroleum Development Company PLC Sound Energy PLC Tullow Oil PLC Comparator group applicable to LTIP awards granted on… 16/03/16 23/05/17 28/03/18 13/03/19 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 * Denotes companies that have delisted during the applicable performance period. For awards granted under the 2017 LTIP, the committee’s normal policy is to remove from the relevant comparator group any company that has delisted less than half way through the applicable performance period. For delistings that occur after that time, the relevant company is retained and moved in line with the remaining members of the group. For the 2009 LTIP, all delisted companies are retained in the group, regardless of when such delisting occurs. Participation of Executive Directors in All-Employee Share Schemes During 2019 Introduction In order to encourage increased levels of long-term share ownership amongst its general employee population, the Company launched an HM Revenue and Customs approved SIP in April 2010. The SIP provides eligible employees, including the Executive Directors, with the following benefits: – “Partnership shares” – employees can authorise deductions of up to £1,800 per tax year from pre-tax salary, which are then used to acquire ordinary shares on their behalf. – “Matching shares” – the Company can award further free shares to all participants who acquire partnership shares on the basis of up to two matching shares for every one partnership share purchased. For the tax year 2019/2020, the Company awarded two matching shares for every one partnership share purchased and intends to continue using this award ratio for the tax year 2020/2021. – “Free shares” – employees can be given up to £3,600 worth of ordinary shares free in each tax year. On 10 April 2019, an award of free shares was made to employees, including to the Executive Directors. As the SIP is an “all-employee” arrangement, no performance conditions are imposed in relation to any matching or free shares awarded pursuant to its terms. Details of Executive Directors’ SIP Participation in 2019 Details of the shares purchased by and awarded to the Executive Directors under the SIP during the course of the year are as follows: Directors Simon Thomson James Smith Free shares awarded on 10/04/19 at a price of £1.64 per share Partnership shares awarded on 07/05/19 at a price of £1.6018 per share Matching shares awarded on 07/05/19 at a price of £1.6018 per share Total SIP shares held at 31/12/19 Total SIP shares held at 01/01/19 28,972 20,677 2,195 2,195 1,123 1,123 2,246 2,246 34,536 26,241 Cairn Energy PLC Annual Report and Accounts 2019 119 L E A D E R S H I P A N D G O V E R N A N C E Directors’ Remuneration Report continued The total number of shares held by each of the current Executive Directors under the SIP is included in their beneficial shareholdings disclosed in the Directors’ Report on page 124. Shareholding Guidelines for Directors (Audited) A formal share ownership policy for Executive Directors has been in place for a number of years under which they are required, during employment, to build up and maintain a target holding, currently equal to 200% of salary. Further details of the terms of this policy are set out on page 103. The following table discloses the beneficial interest of each director in the ordinary shares of the Company as at 31 December 2019 (or date of cessation of directorship, if earlier). It also highlights the fact that, on 1 January 2020, the above shareholding requirements were satisfied by both Simon Thomson, Chief Executive, and James Smith, CFO. Shares held Awards over shares under the LTIP Ordinary shares2 Ordinary shares held in the SIP3 Total holding of ordinary shares Value of holding as a % of salary on 1 January 20204 Ordinary shares subject to vested but unexercised awards5 Ordinary shares subject to unvested awards6 Total interest in ordinary shares Executive Directors Simon Thomson James Smith Non-Executive Directors Ian Tyler Todd Hunt Keith Lough Peter Kallos Nicoletta Giadrossi Alison Wood Catherine Krajicek Former Director Alexander Berger 1,311,386 524,403 34,536 26,241 1,345,922 550,644 404% 254% – 72,012 – 10,982 – – – 40,008 – – – – – – – – – 72,012 – 10,982 – – – 40,008 1,958,791 60,777 2,019,568 – – – – – – – – – – – – – – – – – – – 2,172,120 3,518,042 1,412,759 1,963,403 – – – – – – – – – 72,012 – 10,982 – – – 40,008 3,584,879 5,604,447 Notes: 1 Details of the Company’s share ownership policies for Executive Directors are set out on page 103. 2 Includes shares held by connected persons. 3 Under the rules of the SIP, certain shares awarded to participants must be retained in the plan for a specified “holding period” of up to five years. The receipt of these shares is not subject to the satisfaction of performance conditions. 4 Share price used is the average share price over the year to 31 December 2019. 5 This column shows all vested but unexercised awards under the LTIP that were held by the Director concerned as at 31 December 2019. 6 This column shows all unvested and outstanding awards under the LTIP that were held by the Director concerned as at 31 December 2019 (i.e. including those granted during the year). Details of these entitlements, the vesting of which is subject to the satisfaction of performance conditions, are set out on pages 117 and 118. As highlighted on page 94, the new Directors’ Remuneration Policy described in pages 97 to 106 will, if it is approved by shareholders at the AGM to be held on 14 May 2020, introduce an additional requirement in terms of which Executive Directors will normally be required to maintain a specified holding of shares for a period of two years following cessation of their employment. 120 Cairn Energy PLC Annual Report and Accounts 2019 L E A D E R S H I P A N D G O V E R N A N C E Dilution of Share Capital Pursuant to Share Plans During 2019 In any ten-year rolling period, the number of ordinary shares which may be issued in connection with the Company’s “discretionary share plans” (which includes both the LTIPs and the share option/award schemes used to incentivise less senior employees) cannot exceed 5% of the Company’s issued ordinary share capital. In addition, in any ten-year rolling period, the number of ordinary shares which may be issued in connection with all of the Company’s employee share schemes (whether discretionary or otherwise) cannot exceed 10% of the Company’s issued ordinary share capital. It should also be noted that all shares acquired by or awarded to participants under the SIP and the Deferred Bonus Plan are existing ordinary shares purchased in the market. As a result, neither the SIP nor the Deferred Bonus Plan involves the issue of new shares or the transfer of treasury shares. Board Appointments with Other Companies During 2019 The Board believes, in principle, in the benefits of Executive Directors accepting positions as Non-Executive Directors of other companies in order to widen their skills and knowledge for the benefit of the Company, provided that the time commitments involved are not unduly onerous. The Executive Directors are permitted to retain any fees paid for such appointments. The appointment of any Executive Director to a non-executive position with another company must be approved by the nomination committee. In the case of a proposed appointment to a company within the oil and gas industry, permission will only normally be given if the two companies do not compete in the same geographical area. Details of the non-executive positions with other companies that were held by Cairn’s Executive Directors during 2019, and the fees that were payable, are as follows: Position held Fees received for the year to 31/12/19 Current Directors Simon Thomson Non-Executive Director, Graham's The Family Dairy Limited Non-Executive Director, Edinburgh Art Festival £35,000 £0 Relative Importance of Spend on Pay Set out below are details of the amounts of, and percentage change in, remuneration paid to or receivable by all Group employees and distributions to shareholders in the years ended 31 December 2018 and 2019. Employee costs (US$m) Distributions (US$m)1 Financial Year 2018 Financial Year 2019 38.1 0 39.1 0 % change 2.6% 0% Note: 1 For the purposes of the above table, “Distributions” include amounts distributed to shareholders by way of dividend and share buyback. Cairn Energy PLC Annual Report and Accounts 2019 121 L E A D E R S H I P A N D G O V E R N A N C E Directors’ Remuneration Report continued Implementation of Remuneration Policy in 2020 The following table provides details of how the Company intends to implement the key elements of the new Directors’ Remuneration Policy described in pages 97 to 106, assuming it is approved by shareholders at the AGM to be held on 14 May 2020. Remuneration element Implementation during 2020 Base salary Both of the Executive Directors received a 1.7% increase in base salary on 1 January 2020 – this was in line with the standard annual increase awarded to other employees on that date. After applying this increase, details of the base salaries payable to both the current Executive Directors for the year to 31 December 2020 are as follows: – Simon Thomson, Chief Executive – £586,650; and – James Smith, CFO – £381,561. Benefits Executive directors will continue to receive the same benefits as in 2019. Annual bonus – 2020 In accordance with the requirements of the new policy, Executive Directors will be eligible to receive a bonus of up to 125% of base salary depending on the extent to which specified measures are satisfied over 2020. However, any bonus awarded to an Executive Director in excess of 100% of salary will be deferred into Cairn shares for a period of three years. The whole of the Chief Executive’s and CFO’s 2020 bonus opportunity will be based on the Group KPIs described below (with details of the weightings specified in brackets): – HSSE/CR (15%); • • Achieve a number of specified leading indicators in relation to governance, people and society. Achieve lagging HSSE indicators derived from IOGP targets, with threshold, target and stretch levels identified for measurement. • Establish a consistent methodology for estimating carbon intensity of existing and proposed new assets for use in • • • strategic decision making. Influence JV partners in UK Continental Shelf including to target zero flaring during shutdowns. Implement energy efficiency benchmarks for use in equipment selection for application in new operated drilling and seismic projects. Focus on developing our people through talent management, organisational competency and employee engagement. – Portfolio Management (5%); • Secure new venture opportunities that meet the corporate hurdles and have risk levels consistent with our Risk Appetite Statement. Measured against tests of control, materiality and commercial robustness, with threshold, target and stretch levels identified for measurement where appropriate. – Exploration (35%); • • • Mature new exploration or appraisal targets with JV support for drilling in the period 2020-2022. Successfully drill and evaluate the wells planned for the 2020 work programme. Discover or add potentially commercial hydrocarbons with threshold, target and stretch levels identified for measurement. – Development (10%); • Achieve certain milestones on the Sangomar (formerly SNE) development in categories of subsurface, wells, subsea, FPSO and project controls. – Production/Cash flow (10%); • Deliver Group production in line with guidance for 2020, with threshold, target and stretch volumes of production identified for measurement. – Maintain balance sheet strength/funding (25%). • Ensure balance sheet strength with achievement measured across three categories: attainment of certain financial tests in line with funding strategy; portfolio management; and resolution of Indian arbitration and recovery of proceeds in event of success. The overall categories and weightings for these KPIs were agreed by the Board, with the specific targets to be used for the purposes of the 2020 bonus scheme being set by the remuneration committee (which will also be responsible for their assessment at the end of the year). The committee has also determined a payment scale (including threshold, target and maximum levels) for each measure that will ultimately be used to calculate the amount of an individual’s award. Cairn does not utilise strict financial performance KPIs. Instead, relevant elements of financial performance are incorporated more broadly into the KPI structure, including our focus on retaining balance sheet strength, delivering efficient operations and maturing our developments. Precise details of the targets and payment scale to be used for the 2020 plan are commercially sensitive and have not, therefore, been set out above. However, appropriate disclosures will be included in next year’s Annual Report on Remuneration. 122 Cairn Energy PLC Annual Report and Accounts 2019 L E A D E R S H I P A N D G O V E R N A N C E Remuneration element Implementation during 2020 LTIP SIP Pension It is intended that, during the early part of 2020, the Executive Directors will be granted awards pursuant to the rules of the 2017 LTIP. These awards will, in aggregate, be over shares worth 250% of salary and will take the following forms: – a “core award” over shares worth 200% of salary – the vesting of which will be dependent on relative TSR performance over a three year period versus a comparator group of peer companies (with 25% vesting for a median ranking rising on a straight-line basis to 100% vesting for upper quartile performance); and – a “kicker award” over shares worth 50% of salary – vesting will be conditional on achieving both an upper quartile ranking in the comparator group and absolute TSR growth over the performance period of at least 100%. All shares that vest in relation to an award (whether “core” or “kicker”) will be subject to an additional two year holding period. The comparator group against which the relative performance conditions are assessed will be the same as the one used for the purposes of the LTIP grants made in 2019. Irrespective of whether the above awards are granted before or after the AGM on 14 May 2020, they will be subject to terms that are compliant with the new executive remuneration policy that is to approved by shareholders at that meeting. Executive directors will be given the opportunity to participate in the SIP on the same terms as apply to all other eligible employees in the arrangement. The Company will continue to contribute 15% of basic salary on behalf of the current Executive Directors or pay them an equivalent amount of additional salary. In accordance with the new policy, the rate of pension contributions for any new appointees to the Board will be capped at a level that is equal to the amount paid to the wider UK employee population. Non-Executive Directors’ fees For 2020, both the annual Non-Executive Director fee and the additional annual fee for chairing the audit and/or remuneration committee remain unchanged at £75,500 and £10,000 respectively. Chairman’s fees The annual Chairman’s fee for 2020 has been increased from £177,000 to £180,000. The Directors’ Remuneration Report was approved by the Board on 9 March 2020 and signed on its behalf by: Nicoletta Giadrossi Chair of the Remuneration Committee 9 March 2020 Cairn Energy PLC Annual Report and Accounts 2019 123 L E A D E R S H I P A N D G O V E R N A N C E Directors’ Report The Directors of Cairn Energy PLC (registered in Scotland with Company Number SC226712) present their Annual Report and Accounts for the year ended 31 December 2019 together with the audited consolidated Financial Statements of the Group and Company for the year. These will be laid before the shareholders at the AGM to be held on 14 May 2020. The Directors’ Report and the Strategic Report (which includes trends and factors likely to affect future development, performance and position of the business, our Section 172 information and a description of the principal risks and uncertainties of the Company’s Group and can be found on pages 2 to 71 and is hereby incorporated by reference), collectively comprise the management report as required under the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules. Results and Dividend The Group made a profit after tax of US$93.6m (2018 loss after tax of US$1.1 billion). The Directors do not recommend the payment of a dividend for the year ended 31 December 2019. Strategic Report Details of the Group’s strategy and business model during the year and the information that fulfils the requirements of the Strategic Report can be found in the Strategic Report section on pages 2 to 71 of this document, which are deemed to form part of this report by reference. Details of Cairn’s offices and Cairn’s advisers are given at the end of this report. Change of Control All of the Company’s share incentive plans contain provisions relating to a change of control and further details of these plans are provided in the Directors’ Remuneration Report on pages 94 to 123. Generally, outstanding options and awards will vest and become exercisable on a change of control, subject to the satisfaction of performance conditions, if applicable, at that time. On a change of control of the Company resulting in the termination of his employment, the current Chief Executive is entitled to compensation pursuant to his service contract. Further details of the relevant provisions are set out in the Directors’ Remuneration Report on pages 105 and 106. There are no agreements providing for compensation to the Chief Financial Officer or to employees on a change of control and no such provision will be included in the contracts of other future appointees to the Board. Other than the restated and amended Senior Secured Borrowing Base Facility Agreement entered into by the Company and other subsidiaries with DnB Bank ASA and other syndicated banks dated 7 September 2018 (the ‘Facility Agreement’), there are no significant agreements to which the Company is a party that take effect, alter or terminate in the event of a change of control of the Company. In terms of clause 9.2 of the Facility Agreement, if there is a change of control of the Company, any lender may cancel its commitment and declare its participation in all outstanding utilisations, together with accrued interest and all other amounts accrued immediately due and payable. Corporate Governance The Company’s Corporate Governance Statement is set out on pages 76 to 86 and is deemed to form part of this report by reference. Directors The names and biographical details of the current Directors of the Company are given in the Board of Directors section on pages 74 and 75. In addition to those listed on those pages, during the year, Alexander Berger was a Non-Executive Director of the Board until his retirement on 17 May 2019. The beneficial interests of the Directors in the ordinary shares of the Company are shown below: Simon Thomson James Smith Ian Tyler Todd Hunt Keith Lough Peter Kallos Nicoletta Giadrossi Alison Wood2 Catherine Krajicek3 Alexander Berger1 Notes: 1 Alexander Berger retired as a Non-Executive Director on 17 May 2019. 2 Alison Wood was appointed as a Non-Executive Director on 1 July 2019. 3 Catherine Krajicek was appointed as a Non-Executive Director on 1 July 2019. As at 31 December 2018 Number of shares As at 31 December 2019 Number of shares As at 6 March 2020 Number of shares 1,211,397 461,204 0 72,012 0 10,982 0 – – 40,008 1,345,922 550,644 1,345,922 550,644 0 72,012 0 10,982 0 0 0 – 0 72,012 0 10,982 0 0 0 – 124 Cairn Energy PLC Annual Report and Accounts 2019 L E A D E R S H I P A N D G O V E R N A N C E Details of outstanding awards over ordinary shares in the Company held by the Directors (or any members of their families) are set out in the Directors’ Remuneration Report on pages 94 to 123. None of the Directors has a material interest in any contract, other than a service contract, with the Company or any of its subsidiary undertakings. Details of the Directors’ service contracts are set out in the Directors’ Remuneration Report on pages 94 to 123. Share Capital The issued share capital of the Company is shown in section 7 of the notes to the Financial Statements. As at 6 March 2020, 589,552,585 ordinary shares of 231/169 pence each have been issued, are fully paid up and are quoted on the London Stock Exchange. The rights attaching to the ordinary shares are set out in the Company’s Articles of Association. There are no special control rights in relation to the Company’s shares and the Company is not aware of any agreements between holders of securities that may result in restrictions on the transfer of securities or on voting rights. Voting Rights The following paragraph details the position in relation to voting rights attaching to shares set out in the Company’s Articles of Association. However, the Company recognises that best practice is now to hold a poll on all shareholder resolutions. It is the Company’s current practice, therefore, to hold a poll and it is committed to doing so going forward. Subject to any special rights or restrictions attaching to any class of shares, at a general meeting or class meeting, on a show of hands, every member present in person and every duly appointed proxy entitled to vote shall have one vote and on a poll, every member present in person or by proxy and entitled to vote shall have one vote for every share held by him/her. In the case of joint holders of a share, the vote of the senior member who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding. Under the Companies Act 2006, members are entitled to appoint a proxy, who need not be a member of the Company, to exercise all or any of their rights to attend and to speak and vote on their behalf at a general meeting or class meeting. A member may appoint more than one proxy in relation to a general meeting or class meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. A corporation which is a member of the Company may authorise one or more individuals to act as its representative or representatives at any meeting of the Company, or at any separate meeting of the holders of any class of shares. A person so authorised shall be entitled to exercise the same powers on behalf of such corporation as the corporation could exercise if it were an individual member of the Company. Restrictions on Voting No member shall, unless the Directors of the Company otherwise determine, be entitled in respect of any share held by him/her to attend or vote at a general meeting of the Company either in person or by proxy if any call or other sum presently payable by him/her to the Company in respect of shares in the Company remains unpaid. Further, if a member has been served with a notice by the Company under the Companies Act 2006 requesting information concerning interests in shares and has failed in relation to any shares to provide the Company, within 14 days of the notice, with such information, the Directors of the Company may determine that such member shall not be entitled in respect of such shares to attend or vote (either in person or by proxy) at any general meeting or at any separate general or class meeting of the holders of that class of shares. Proxy forms must be submitted not less than 48 hours (or such shorter time as the Board may determine) (excluding, at the Board’s discretion, any part of any day that is not a working day) before the time appointed for the holding of the meeting or adjourned meeting or, in the case of a poll taken more than 48 hours after it was demanded, not less than 24 hours (or such shorter time as the Board may determine) before the time appointed for the taking of the poll at which it is to be used. Variation of Rights Whenever the share capital of the Company is divided into different classes of shares, all or any of the special rights attached to any class may, subject to statute and unless otherwise expressly provided by the rights attached to the shares of that class, be varied or abrogated either with the consent in writing of the holders of not less than three-fourths in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. At every such separate general meeting, the quorum shall be two persons holding or representing by proxy at least one-third in nominal value of the issued shares of the class. These provisions also apply to the variation or abrogation of the special rights attached to some only of the shares of any class as if the shares concerned and the remaining shares of such class formed separate classes. The rights attached to any class of shares shall, unless otherwise expressly provided by the terms of issue of such shares or the terms upon which such shares are for the time being held, be deemed not to be varied or abrogated by the creation or issue of further shares ranking pari passu with, or subsequent to, the first mentioned shares or by the purchase by the Company of its own shares. Transfer of Shares Subject to any procedures set out by the Directors in accordance with the Articles of Association, all transfers of shares shall be effected by instrument in writing in any usual or common form or in any other form acceptable to the Directors of the Company. The instrument of transfer shall be executed by, or on behalf of, the transferor and (except in the case of fully paid shares) by, or on behalf of, the transferee. The transferor shall be deemed to remain the holder of the shares concerned until the name of the transferee is entered in the register of members of the Company. The Directors may, in their absolute discretion and without assigning any reason therefor, refuse to register a transfer of any share which is not a fully paid share unless such share is listed on the Official List of the UK Listing Authority and traded on the London Stock Exchange’s main market for listed securities. The Directors may also refuse to register a transfer of a share in uncertificated form where the Company is entitled to refuse (or is excepted from the requirement) under the Uncertificated Securities Regulations 2001 to register the transfer and they may refuse any such transfer in favour of more than four transferees. The Directors may also refuse to register any transfer of a share on which the Company has a lien. Cairn Energy PLC Annual Report and Accounts 2019 125 L E A D E R S H I P A N D G O V E R N A N C E Directors’ Report continued The Directors may, in their absolute discretion and without assigning any reason therefor, refuse to register a transfer of any share in certificated form unless the relevant instrument of transfer is in respect of only one class of share, is duly stamped or adjudged or certified as not chargeable to stamp duty, is lodged at the transfer office or at such other place as the Directors may determine, is accompanied by the relevant share certificate(s) and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer and is in favour of not more than four transferees jointly. If the Directors refuse to register a transfer, they shall, as soon as practicable and in any event within two months after the date on which the transfer was lodged with the Company (in the case of a share in certificated form) or the date on which the operator instruction (as defined in the Uncertificated Securities Regulations 2001) was received by the Company (in the case of a share in uncertificated form) (or in either case such longer or shorter period (if any) as the Listing Rules may from time to time permit or require), send to the transferee notice of the refusal. Major Interests in Share Capital As at 31 December 2019 and 21 February 2020 (being the latest practicable date prior to the date of this report), the Company had received notification that shareholdings of 3% and over were as set out in the table below. MFS Investment Management BlackRock Aberdeen Standard Investments Hotchkis & Wiley Vanguard Group Franklin Templeton Aviva Investors Kames Capital Legal & General Investment Management As at 31 December 2019 78,634,023 59,898,144 48,452,348 27,992,456 23,469,501 21,572,196 19,887,632 19,759,238 17,957,264 % Share Capital 13.34 10.16 8.22 4.75 3.98 3.66 3.37 3.35 3.05 As at 21 February 2020 79,980,486 58,644,948 48,529,128 26,014,738 23,639,855 20,537,589 18,661,949 19,484,415 18,949,906 % Share Capital 13.57 9.95 8.23 4.41 4.01 3.48 3.17 3.30 3.21 Political Donations No political donations were made and no political expenditure was incurred during the year. Greenhouse Gas Emissions Details of the Group’s greenhouse gas emissions for the year ended 31 December 2019 can be found in the Strategic Report section on pages 60 and 61, which are deemed to form part of this report by reference. Financial Instruments The financial risk management objectives and policies of the Company are detailed in section 3.9 of the Financial Statements. Acquisition of Own Shares No shares have been repurchased by the Company in the financial year to 31 December 2019. Appointment and Replacement of Directors The Company’s Articles of Association provide that directors can be appointed by the Company by ordinary resolution, or by the Board. The Nomination Committee makes recommendations to the Board on the appointment and replacement of directors. Further details of the rules governing the appointment and replacement of directors are set out in the Corporate Governance Statement on pages 79 and 80 and in the Company’s Articles of Association. Directors’ Indemnities As permitted by the Company’s Articles of Association, the Directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined in Section 234 of the Companies Act 2006 (a ‘Qualifying Third Party Indemnity Provision’). The indemnity was in force throughout the last financial year and is currently in force. Powers of the Directors Subject to the Company’s Articles of Association, UK legislation and any directions given by special resolution, the business of the Company is managed by the Board. The Directors currently have powers both in relation to the issuing and buying back of the Company’s shares and are seeking renewal of these powers at the forthcoming AGM. Articles of Association Unless expressly specified to the contrary therein, the Company’s Articles of Association may be amended by a special resolution of the Company’s shareholders. 126 Cairn Energy PLC Annual Report and Accounts 2019 L E A D E R S H I P A N D G O V E R N A N C E Directors’ Responsibility Statement The Directors are responsible for preparing the Annual Report and Accounts, the Directors’ Remuneration Report and the Financial Statements in accordance with applicable laws and regulations. Company law requires the Directors to prepare Financial Statements for each financial year. Under that law, the Directors have prepared the Group and parent Company Financial Statements in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and as adopted by the European Union (EU). Under company law, the Directors must not approve the Financial Statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group and Company for that period. In preparing these Financial Statements, the Directors are required to: – select suitable accounting policies and then apply them consistently; – make judgements and accounting estimates that are reasonable and prudent; – state whether applicable IFRS issued by the IASB and adopted by the EU have been followed, subject to any material departures disclosed and explained in the Financial Statements; and – prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the Financial Statements and the Directors’ Remuneration Report comply with the Companies Act 2006 and, as regards the Group Financial Statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Company and Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for the maintenance and integrity of the Company’s website (www.cairnenergy.com). Legislation in the United Kingdom governing the preparation and dissemination of Financial Statements may differ from legislation in other jurisdictions. Following careful review and consideration of the Cairn Energy PLC Annual Report and Accounts 2019 (the “Accounts”), the Directors consider that the Accounts, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Group’s performance, business model and strategy. Each of the Directors, whose names and functions are listed in the Board of Directors section on pages 74 and 75, confirm that, to the best of their knowledge: – the Group Financial Statements, which have been prepared in accordance with IFRS as adopted by the EU, give a true and fair view of the assets, liabilities, financial position, and loss of the Group and loss of the Company; and – the Strategic Report section on pages 2 to 71 of this document includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces. Disclosure of Information to Auditors Each of the Directors of the Company as at 9 March 2020, being the date this report is approved, confirm that, as far as they are aware, there is no relevant audit information of which the Company’s auditors are unaware. In making this confirmation, the Directors have taken appropriate steps to make themselves aware of the relevant audit information and to establish that the Company’s auditors are aware of this information. AGM 2020 The AGM of the Company will be held in the Castle Suite of The Caledonian, a Waldorf Astoria Hotel, Princes Street, Edinburgh EH1 2AB at 12 noon (BST) on Thursday, 14 May 2020. The resolutions to be proposed at the AGM are set out and fully explained in the Notice of AGM which has been posted to shareholders together with this Annual Report and Accounts. Recommendation The Board considers that all of the resolutions to be considered at the AGM are in the best interests of the Company and its shareholders as a whole and unanimously recommends that you vote in favour of all of the proposed resolutions, as they intend to do in respect of their own beneficial shareholdings. This Annual Report was approved by the Board of Directors and authorised for issue on 9 March 2020. By order of the Board Duncan Wood Company Secretary 9 March 2020 Cairn Energy PLC Annual Report and Accounts 2019 127 F I N A N C I A L S T A T E M E N T S F I N A N C I A L S T A T E M E N T S Contents Independent Auditors’ Report Group Income Statement Group Statement of Comprehensive Income Group Balance Sheet Group Statement of Cash Flows Group Statement of Changes in Equity Section 1 – Basis of Preparation 1.1 Significant Accounting Policies 1.2 Going Concern 1.3 Adoption of IFRS 16 ‘Leases’ Section 2 – Oil and Gas Assets and Operations 2.1 Gross Profit: Revenue and Cost of Sales 2.2 Intangible Exploration/Appraisal Assets 2.3 Property, Plant & Equipment – Development/Producing Assets 2.4 Provisions – Decommissioning 2.5 Capital Commitments 2.6 Intangible Assets – Goodwill 2.7 Impairment Testing Sensitivity Analysis Section 3 – Working Capital, Financial Instruments and Long-Term Liabilities 3.1 Cash and Cash Equivalents 3.2 Loans and Borrowings 3.3 Lease Liabilities 3.4 Trade and Other Receivables 3.5 Derivative Financial Instruments 3.6 Trade and Other Payables 3.7 Deferred Revenue 3.8 Financial Instruments 3.9 Financial Risk Management: Objectives and Policies Section 4 – Income Statement Analysis 4.1 Segmental Analysis 4.2 Pre-Award Costs 4.3 Administrative Expenses 4.4 Employee Benefits: Staff Costs, Share-Based Payments and Directors’ Emoluments 4.5 Finance Income 4.6 Finance Costs 4.7 Earnings per Ordinary Share 130 136 136 137 138 139 140 141 141 145 147 150 152 153 153 154 155 156 157 158 159 160 161 161 163 165 167 168 168 171 171 171 Section 5 – Taxation 5.1 Tax Strategy and Governance 5.2 Tax Charge/(Credit) on Profit/(Loss) for the Year 5.3 Income Tax Asset 5.4 Deferred Tax Assets and Liabilities 5.5 Contingent Liability – India Tax Assessment Section 6 – Discontinued Operations and Assets and Liabilities Held-for-Sale 6.1 Financial Performance 6.2 Assets and Liabilities Held-for-Sale 6.3 Cash Flow Information for Discontinued Operations Issued Capital and Reserves Section 7 – Capital Structure and Other Disclosures 7.1 7.2 Capital Management 7.3 Guarantees 7.4 Auditors’ Remuneration Cairn Energy PLC – Company stand-alone primary statements Company Balance Sheet Company Statement of Cash Flows Company Statement of Changes in Equity Section 8 – Notes to the Company Financial Statements 8.1 Basis of Preparation 8.2 Investments in Subsidiaries 8.3 Derivative Financial Instruments 8.4 Trade and Other Payables 8.5 Financial Instruments 8.6 Capital Management 8.7 Related Party Transactions 173 173 174 174 176 177 178 179 180 181 181 182 183 184 185 186 187 189 189 189 191 192 128 Cairn Energy PLC Annual Report and Accounts 2019 F I N A N C I A L S T A T E M E N T S Cairn Energy PLC Annual Report and Accounts 2019 129 F I N A N C I A L S T A T E M E N T S Independent Auditors’ Report to the Members of Cairn Energy PLC Report on the audit of the financial statements Opinion In our opinion, Cairn Energy PLC’s Group financial statements and Company financial statements (the “financial statements”): – give a true and fair view of the state of the Group’s and of the Company’s affairs as at 31 December 2019 and of the Group’s profit and the Group’s and the company’s cash flows for the year then ended; – have been properly prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the company’s financial statements, as applied in accordance with the provisions of the Companies Act 2006; and – have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation. We have audited the financial statements, included within the Annual Report and Accounts (the “Annual Report”), which comprise: the Group and Company balance sheets as at 31 December 2019; the Group income statement and statement of comprehensive income; the Group and Company statements of cash flows; the Group and Company statements of changes in equity for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies. Our opinion is consistent with our reporting to the Audit Committee. Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the company. Other than those disclosed in note 7.4 to the financial statements, we have provided no non-audit services to the Group or the company in the period from 1 January 2019 to 31 December 2019. Our Audit Approach Overview Materiality – Overall group materiality: $20.8 million (2018: $20.0 million), based on 1% of total assets. – Overall company materiality: $20.1 million (2018: $17.9 million), based on 1% of total assets. – The majority of audit work was performed in the UK by PwC UK, with PwC Norway and PwC Mexico performing audit work over the Norwegian and Mexican components respectively. The group audit team visited both locations as part of the audit process. Audit scope – Our audit scope covered 96% of total assets. – Risk of impairment of intangible exploration/appraisal assets, development/producing assets (‘oil and gas assets’) and goodwill. Key audit ma(cid:31)ers 130 Cairn Energy PLC Annual Report and Accounts 2019 F I N A N C I A L S T A T E M E N T S Independent Auditors’ Report to the Members of Cairn Energy PLC Report on the audit of the financial statements continued The Scope of Our Audit As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. Capability of the Audit in Detecting Irregularities, Including Fraud Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations related to the wide variety of jurisdictions in which the group operates, and we considered the extent to which non-compliance might have a material effect on the financial statement. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to areas of estimate in the financial statements (significantly, the assessment of impairment of assets) and posting of inappropriate journal entries in order to improve reported performance. The group engagement team shared this risk assessment with the component auditors so that they could include appropriate audit procedures in response to such risks in their work. Audit procedures performed by the group engagement team and/or component auditors included: – Discussion with management, internal and external legal counsel, and individuals outside the finance function, including consideration of known of suspected instances of non-compliance with laws and regulations and fraud; – Understanding of management’s controls designed to prevent and detect irregularities – Review of Board minutes and Internal Audit reports; – Challenging assumptions and judgements made by management in its significant accounting estimates, in particular in relation to assessments of asset impairment; and – Identifying and testing journal entries, in particular, any journal entries posted by unexpected users, journals posted at unexpected times (for example, weekend), journals reflecting unusual account combinations or journals with descriptions containing key unexpected words. There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. Key Audit Matters Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit. Cairn Energy PLC Annual Report and Accounts 2019 131 F I N A N C I A L S T A T E M E N T S Independent Auditors’ Report to the Members of Cairn Energy PLC Report on the audit of the financial statements continued Key audit matter How our audit addressed the key audit matter Risk of impairment to intangible exploration/appraisal assets, development/producing assets (‘oil and gas assets’) and goodwill We challenged management’s assessment of impairment triggers for exploration assets under IFRS 6 by considering licence conditions, the company’s budgets and plans for, and results of, drilling activities. In determining the fair value of a CGU, management are required to make significant judgements in relation to key assumptions such as: – long-term oil price; – reserves estimates; – production volume profiles; – cost profiles and escalation applied; and – discount rates. We focused on this area due to the significant values and the nature of the judgements and assumptions management are required to make in determining the existence of impairment triggers and the amount of any impairment. The group has continued to invest in its exploration/appraisal activities with a carrying value of $245.9m at 31 December 2019. The majority of this asset relates to Cairn’s discovery offshore Senegal in the SNE North and FAN fields, amounting to $143.1m. Development/producing assets of $1,026.5m reflect spend to 31 December 2019 on Catcher and Kraken in the North Sea. Development assets of $378.8m relate to the Sangomar fields in Senegal. The goodwill balance that arose on the acquisitions of Agora and Nautical Petroleum in 2012 has been fully impaired in the year. In 2019, management has not identified any specific indicators of impairment on their remaining assets. However, after allocating goodwill to the Nova held-for sale asset, the goodwill balance remaining in the North Sea CGU has been fully impaired. In addition, due to a change in cost and production profile which led to impairment on the Kraken asset in 2018, management has reversed $147.3m of the previously recorded impairment. The reversal is attributed to improved performance of the FPSO and certainty of water levels in reserves resulting in a write-back of previously de-recognised proven and probable (‘2P’) reserves. Refer to notes 2.3 and 2.7 to the financial statements. We note that the groups’ ability to fund future development activity on its Senegal asset specifically is a key consideration of when an impairment trigger may exist. Failure to secure sufficient funding may result in a significant impairment to the carrying value of the asset. We did not identify any additional triggers that had not been identified by management. We tested management’s impairment reviews and calculation of the associated asset impairment reversal and goodwill impairment charge by performing the work described below: – Assessing the integrity and mathematical accuracy of the impairment model; – Comparing the assumptions used within the impairment review models to approved budgets and business plans and other evidence of future intentions for the relevant assets; – We obtained reports from third party reserves auditors which we compared to management’s assessments. Where there were differences, we sought explanations for these. We evaluated the third party reserves auditors’ independence and expertise and discussed their reports directly with them; – Benchmarking key assumptions including commodity price and inflation against external data and recent public announcements from other oil companies; – Comparing the discount rates used for each asset to expected ranges prepared by our own valuations specialists; – Reviewing management’s sensitivities and performing additional sensitivity analysis over key assumptions in the model in order to assess the potential impact of a range of possible outcomes; – Assessing the inclusion of all appropriate assets and liabilities in the cash generating unit and in particular given that the recoverable amount is determined based on fair value less costs of disposal, the inclusion or exclusion of certain tax related balances; and – Compared the carrying value of assets to certain other market evidence. We found certain assumptions used by the group, including the long-term oil price and discount rate, to be at the upper end of our independently assessed range, while other assumptions, for example the use of a 3 year forward curve, were around the median of a market benchmark range. Our audit therefore focused on the sensitivity of the impairment assessments to movements in the reserves and production profile and long-term oil price. We obtained management’s future financing plans which support future expenditure required to maintain and enhance the value of the group’s oil and gas assets. We considered the group’s ability to obtain the required facilities taking into account the status of discussions with lenders and the group’s historical funding capability. While no impairment has been identified on the Senegalese assets, the development is dependent on the ability of the group to secure future funding. Any failure to fund Cairn’s ongoing share of the development costs may result in the forfeiture of the Group’s participating interest or mean that the development does not proceed in accordance with the Exploitation Plan and therefore an impairment may arise. Based on our work performed we conclude that the impairment calculations and related disclosures in the financial statements to be appropriate. We determined that there were no key audit matters applicable to the company to communicate in our report. 132 Cairn Energy PLC Annual Report and Accounts 2019 F I N A N C I A L S T A T E M E N T S Independent Auditors’ Report to the Members of Cairn Energy PLC Report on the audit of the financial statements continued How We Tailored the Audit Scope We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the group and the company, the accounting processes and controls, and the industry in which they operate. For operational purposes, the group is structured around four segments: Senegal, UK Norway, LATAM and East Atlantic. During 2019, all of the production activity has been in UK Norway, with the majority of the exploration and development activity occurring in LATAM and Senegal. For accounting purposes, the group is structured into 38 reporting units (“components”) The majority of the finance function in based in Edinburgh with the exception of the UK Norway components which were primarily accounted for in Norway, and the Mexican components which are accounted for in Mexico. Work performed by PwC Norway and PwC Mexico was restricted to the Norwegian and Mexican statutory entities, with all other audit work performed by our group audit team in Edinburgh. Our group scoping was based on total assets (consistent with our approach to materiality) and identified two financially significant components which comprised a high proportion of total group assets and as such required an audit of their complete financial information. A further six components were subject to procedures addressing specific financial statement line items to obtain sufficient coverage. The group team remained involved in the audit work of its two component audit teams throughout the year. For Norway, the group audit team attended the audit planning meeting, and was directly involved in scoping and review of work performed by PwC Norway including directing areas of audit work and maintained contact throughout the execution and completion of the audit. Senior members of the group audit team visited Norway to perform these procedures. For Mexico, the group audit team attended the audit planning meeting by telephone and maintained contact throughout the execution phase of the audit. This included a member of the group team reviewing audit work on site in Mexico and attending the internal clearance meeting in person. Our group audit approach resulted in coverage of 96% of the consolidated total assets. Materiality The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole. Based on our professional judgement, we determined materiality for the financial statements as a whole as follows: Overall Materiality How We Determined It Rationale for Benchmark Applied Group Financial Statements Company Financial Statements $20.8 million (2018: $20.0 million). $20.1 million (2018: $17.9 million). 1% of total assets. 1% of total assets. We believe that total assets is an appropriate measure that reflects the group's portfolio of oil and gas exploration and production assets. The group aims to maximise the value of its assets. The Company's purpose is to hold investments in the subsidiaries of the group. The Company has limited income statement transactions, therefore we believe the appropriate benchmark for assessing materiality is total assets. For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality. The range of materiality allocated across components was between $0.1 million and $19.1 million. Certain components were audited to a local statutory audit materiality that was also less than our overall group materiality. We agreed with the Audit Committee that we would report to them misstatements identified during our audit above $1.1 million (Group audit) (2018: $1 million) and $1 million (Company audit) (2018: $0.9 million) as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons. Going Concern In accordance with ISAs (UK) we report as follows: Reporting obligation Outcome We are required to report if we have anything material to add or draw attention to in respect of the directors’ statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting in preparing the financial statements and the directors’ identification of any material uncertainties to the group’s and the company’s ability to continue as a going concern over a period of at least twelve months from the date of approval of the financial statements. We are required to report if the directors’ statement relating to Going Concern in accordance with Listing Rule 9.8.6R(3) is materially inconsistent with our knowledge obtained in the audit. We have nothing material to add or to draw attention to. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the group’s and company’s ability to continue as a going concern. For example, the terms of the United Kingdom’s withdrawal from the European Union are not clear, and it is difficult to evaluate all of the potential implications on the group’s trade, customers, suppliers and the wider economy. We have nothing to report. Cairn Energy PLC Annual Report and Accounts 2019 133 F I N A N C I A L S T A T E M E N T S Independent Auditors’ Report to the Members of Cairn Energy PLC Report on the audit of the financial statements continued Reporting on Other Information The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities. With respect to the Strategic Report and Directors’ Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included. Based on the responsibilities described above and our work undertaken in the course of the audit, the Companies Act 2006 (CA06), ISAs (UK) and the Listing Rules of the Financial Conduct Authority (FCA) require us also to report certain opinions and matters as described below (required by ISAs (UK) unless otherwise stated). Strategic Report and Directors’ Report In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and Directors’ Report for the year ended 31 December 2019 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. (CA06) In light of the knowledge and understanding of the group and company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic Report and Directors’ Report. (CA06) The Directors’ Assessment of the Prospects of the Group and of the Principal Risks That Would Threaten the Solvency or Liquidity of the Group We have nothing material to add or draw attention to regarding: – The directors’ confirmation on page 36 of the Annual Report that they have carried out a robust assessment of the principal risks facing the group, including those that would threaten its business model, future performance, solvency or liquidity. – The disclosures in the Annual Report that describe those risks and explain how they are being managed or mitigated. – The directors’ explanation on page 37 of the Annual Report as to how they have assessed the prospects of the group, over what period they have done so and why they consider that period to be appropriate, and their statement as to whether they have a reasonable expectation that the group will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions. We have nothing to report having performed a review of the directors’ statement that they have carried out a robust assessment of the principal risks facing the group and statement in relation to the longer-term viability of the group. Our review was substantially less in scope than an audit and only consisted of making inquiries and considering the directors’ process supporting their statements; checking that the statements are in alignment with the relevant provisions of the UK Corporate Governance Code (the “Code”); and considering whether the statements are consistent with the knowledge and understanding of the group and company and their environment obtained in the course of the audit. (Listing Rules) Other Code Provisions We have nothing to report in respect of our responsibility to report when: – The statement given by the directors, on page 127, that they consider the Annual Report taken as a whole to be fair, balanced and understandable, and provides the information necessary for the members to assess the group’s and company’s position and performance, business model and strategy is materially inconsistent with our knowledge of the group and company obtained in the course of performing our audit. – The section of the Annual Report on page 88 describing the work of the Audit Committee does not appropriately address matters communicated by us to the Audit Committee. – The directors’ statement relating to the company’s compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified, under the Listing Rules, for review by the auditors. Directors’ Remuneration In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006. (CA06) 134 Cairn Energy PLC Annual Report and Accounts 2019 F I N A N C I A L S T A T E M E N T S Independent Auditors’ Report to the Members of Cairn Energy PLC Report on the audit of the financial statements continued Responsibilities for the Financial Statements and the Audit Responsibilities of the Directors for the Financial Statements As explained more fully in the Directors’ Responsibilities Statement set out on page 127, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group’s and the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the company or to cease operations, or have no realistic alternative but to do so. Auditors’ Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/ auditorsresponsibilities. This description forms part of our auditors’ report. Use of This Report This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. Other required reporting Companies Act 2006 Exception Reporting Under the Companies Act 2006 we are required to report to you if, in our opinion: – we have not received all the information and explanations we require for our audit; or – adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or – certain disclosures of directors’ remuneration specified by law are not made; or – the company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns. We have no exceptions to report arising from this responsibility. Appointment Following the recommendation of the audit committee, we were appointed by the members on 23 May 2013 to audit the financial statements for the year ended 31 December 2013 and subsequent financial periods. The period of total uninterrupted engagement is 7 years, covering the years ended 31 December 2013 to 31 December 2019. Lindsay Gardiner (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors Edinburgh 9 March 2020 Cairn Energy PLC Annual Report and Accounts 2019 135 F I N A N C I A L S T A T E M E N T S Group Income Statement For the year ended 31 December 2019 Continuing operations Revenue Cost of sales Depletion and amortisation Gross profit Pre-award costs Unsuccessful exploration costs Other operating income Administrative expenses Reversal of impairment/(Impairment) of property, plant & equipment – development/producing assets Impairment of goodwill Operating profit/(loss) Loss on derecognition of financial assets at fair value through profit or loss Loss on financial assets at fair value through profit or loss Finance income Finance costs Profit/(Loss) before taxation from continuing operations Taxation Tax (charge)/credit Profit/(Loss) from continuing operations Loss from discontinued operations Profit/(Loss) for the year attributable to equity holders of the Parent Earnings per share for profit/(loss) from continuing operations: Profit/(Loss) per ordinary share – basic (cents) Profit/(Loss) per ordinary share – diluted (cents) Earnings per share for profit/(loss) attributable to equity holders of the Parent: Profit/(Loss) per ordinary share – basic (cents) Profit/(Loss) per ordinary share – diluted (cents) Group Statement of Comprehensive Income For the year ended 31 December 2019 Profit/(Loss) for the year attributable to equity holders of the Parent Other Comprehensive Income – items that may be recycled to the Income Statement Fair value on hedge options Hedging (gain)/loss recycled to the Income Statement Currency translation differences Other Comprehensive (Expense)/Income for the year Total Comprehensive Income/(Expense) for the year attributable to equity holders of the Parent Note 2019 US$m 2018 (restated) US$m 2.1 2.1 2.3 4.2 2.2 4.3 2.3 2.6 4.5 4.6 5.2 6.1 4.7 4.7 4.7 4.7 3.5 2.1 533.4 (73.1) (217.2) 243.1 (17.2) (107.0) – (32.3) 147.3 (79.0) 154.9 – (1.8) 3.0 (36.6) 119.5 410.3 (131.4) (171.2) 107.7 (21.5) (5.5) 5.0 (48.4) (166.3) – (129.0) (713.1) (352.2) 18.8 (36.1) (1,211.6) (0.3) 89.4 119.2 (1,122.2) (25.6) 93.6 20.48 20.27 16.08 15.92 2019 US$m 93.6 (29.7) (10.9) 0.4 (40.2) 53.4 (13.3) (1,135.5) (193.30) (193.30) (195.59) (195.59) 2018 US$m (1,135.5) 36.1 7.8 (15.6) 28.3 (1,107.2) 136 Cairn Energy PLC Annual Report and Accounts 2019 Group Balance Sheet As at 31 December 2019 Non-current assets Intangible exploration/appraisal assets Property, plant & equipment – development/producing assets Intangible assets – goodwill Other property, plant & equipment and intangible assets Derivative financial instruments Current assets Inventory Financial assets at fair value through profit or loss Cash and cash equivalents Trade and other receivables Derivative financial instruments Income tax asset Assets held-for-sale Total assets Current liabilities Loans and borrowings Lease liabilities/Finance lease liability Derivative financial instruments Trade and other payables Deferred revenue Provisions – other Non-current liabilities Provisions – decommissioning Loans and borrowings Lease liabilities/Finance lease liability Deferred revenue Deferred tax liabilities Liabilities held-for-sale Total liabilities Net assets Equity attributable to equity holders of the Parent Called-up share capital Share premium Shares held by ESOP/SIP Trusts Foreign currency translation Merger and capital reserves Hedge reserve Retained earnings Total equity F I N A N C I A L S T A T E M E N T S 2019 US$m 245.9 1,405.3 – 13.6 – 1,664.8 13.8 5.1 146.5 111.2 4.1 – 280.7 143.5 2018 US$m 595.1 1,022.9 125.8 7.9 7.7 1,759.4 8.2 6.9 66.3 91.2 36.7 32.8 242.1 – 2,089.0 2,001.5 – 43.1 1.6 134.6 16.9 – 196.2 141.2 – 239.8 18.7 – 399.7 37.6 633.5 26.2 18.5 – 103.1 22.0 2.8 172.6 119.1 75.5 146.9 30.8 66.5 438.8 – 611.4 1,455.5 1,390.1 12.6 489.8 (15.8) (190.1) 296.7 0.4 861.9 12.6 489.7 (19.6) (190.5) 296.7 41.0 760.2 1,455.5 1,390.1 Note 2.2 2.3 2.6 3.5 2.1 3.1 3.4 3.5 5.3 6.2 3.2 3.3 3.5 3.6 3.7 2.4 3.2 3.3 3.7 5.4 6.2 7.1 7.1 7.1a,b 7.1c 7.1d 7.1e The Financial Statements on pages 136 to 182 were approved by the Board of Directors on 9 March 2020 and signed on its behalf by: James Smith Chief Financial Officer Simon Thomson Chief Executive Cairn Energy PLC Annual Report and Accounts 2019 137 F I N A N C I A L S T A T E M E N T S Group Statement of Cash Flows For the year ended 31 December 2019 Cash flows from operating activities: Profit/(Loss) before taxation from continuing operations Loss before tax from discontinued operations Profit/(Loss) before tax including discontinued operations Adjustments for non-cash income and expense and non-operating cash flow: Release of deferred revenue Unsuccessful exploration costs Depreciation, depletion and amortisation Share-based payments charge (Reversal of impairment)/Impairment of property, plant & equipment – development/producing assets Impairment of goodwill Impairment of disposal group non-current assets Loss on derecognition of financial assets at fair value through profit or loss Loss on financial assets at fair value through profit or loss (Gain)/Loss on disposal of oil and gas assets Finance income Finance costs Adjustments for cash flow movements in assets and liabilities: Income tax refund received relating to operating activities Income tax paid Inventory movement Trade and other receivables movement Trade and other payables movement Other provisions movement Net cash flows from operating activities Cash flows from investing activities: Expenditure on intangible exploration/appraisal assets Expenditure on property, plant & equipment – development/producing assets Proceeds on disposal of intangible exploration/appraisal assets Proceeds on disposal of property, plant & equipment – development/producing assets Income tax refund received relating to investing activities Purchase of other property, plant & equipment and intangible assets Interest received and other finance income Net cash flows used in investing activities Cash flows from financing activities: Debt arrangement fees Other interest and charges Proceeds from borrowings Repayment of borrowings Proceeds from issue of shares Cost of shares purchased Lease payments Lease reimbursements Net cash flows (used in)/from financing activities Net increase/(decrease) in cash and cash equivalents Opening cash and cash equivalents at beginning of year Foreign exchange differences Closing cash and cash equivalents Note 6.1 2019 US$m 119.5 (115.6) 2018 US$m (1,211.6) (54.4) 3.9 (1,266.0) (17.2) 145.7 223.2 11.9 (147.3) 79.0 65.7 – 1.8 (0.7) (3.4) 43.4 2.3 (0.5) (5.6) 2.2 4.9 (2.8) (21.2) 48.2 174.9 14.7 166.3 – – 713.1 352.2 4.5 (19.2) 37.8 20.4 – 2.2 (41.6) 22.7 – 406.5 209.0 (194.6) (75.5) – 77.1 28.6 (5.0) 3.2 (166.2) – (13.9) 47.4 (134.0) 0.1 – (59.5) 7.0 (152.9) 87.4 66.3 – 153.7 (188.0) (109.5) 3.6 – 16.4 (2.9) 2.0 (278.4) (10.4) (12.6) 117.4 (31.2) 1.7 (13.6) (7.4) 4.7 48.6 (20.8) 86.5 0.6 66.3 5.3 3.4 3.6 5.3 3.2 3.2 3.2 7.1a 3.3 3.3 3.1 138 Cairn Energy PLC Annual Report and Accounts 2019 F I N A N C I A L S T A T E M E N T S Group Statement of Changes in Equity For the year ended 31 December 2019 At 1 January 2018 500.5 (10.2) (174.9) 296.7 (2.9) 1,885.3 2,494.5 Equity share capital and share premium US$m Shares held by ESOP/SIP Trusts US$m Foreign currency translation US$m Merger and capital reserves US$m Hedge reserve US$m Retained earnings US$m Total equity US$m Loss for the year Fair value on hedge options Hedging loss recycled to the Income Statement Currency translation differences Total comprehensive expense Share-based payments Shares issued for cash Cost of shares purchased Exercise of employee share options Cost of shares vesting At 31 December 2018 Profit for the year Fair value on hedge options Hedging gain recycled to the Income Statement Currency translation differences Total comprehensive income Share-based payments Exercise of employee share options Cost of shares vesting – – – – – – 0.1 – 1.7 – 502.3 – – – – – – 0.1 – – – – – – – (0.1) (13.6) – 4.3 (19.6) – – – – – – – 3.8 – – – (15.6) (15.6) – – – – – – – – – – – – – – – – 36.1 7.8 – 43.9 – – – – – (1,135.5) – – – (1,135.5) 36.1 7.8 (15.6) (1,135.5) (1,107.2) 14.7 – – – (4.3) 14.7 – (13.6) 1.7 – (190.5) 296.7 41.0 760.2 1,390.1 – – – 0.4 0.4 – – – – – – – – – – – – (29.7) (10.9) – (40.6) – – – 93.6 – – – 93.6 11.9 – (3.8) 93.6 (29.7) (10.9) 0.4 53.4 11.9 0.1 – At 31 December 2019 502.4 (15.8) (190.1) 296.7 0.4 861.9 1,455.5 Cairn Energy PLC Annual Report and Accounts 2019 139 F I N A N C I A L S T A T E M E N T S Section 1 – Basis of Preparation On 1 January 2019, Cairn adopted IFRS 16 ‘Leases’ and this section contains details of the impact of adoption including the asset and liability recognised in relation to the Catcher FPSO. Also included in this section are the Group’s general accounting policies applicable across the Financial Statements. Accounting policies specific to individual notes to the accounts are embedded in the notes themselves. 1.1 Significant Accounting Policies a) Basis of Preparation The consolidated Financial Statements of Cairn Energy PLC (“Cairn” or “the Group”) for the year ended 31 December 2019 were authorised for issue in accordance with a resolution of the Directors on 9 March 2020. Cairn is a limited company incorporated and domiciled in the United Kingdom whose shares are publicly traded. The registered office is located at 50 Lothian Road, Edinburgh, Scotland, EH3 9BY. The registered company number is SC226712. Cairn prepares its Financial Statements on a historical cost basis, unless accounting standards require an alternate measurement basis. Where there are assets and liabilities calculated on a different basis, this fact is disclosed either in the relevant accounting policy or in the notes to the Financial Statements. The Financial Statements comply with the Companies Act 2006 as applicable to companies using International Financial Reporting Standards (“IFRS”). The Group’s Financial Statements are prepared on a going concern basis. b) Accounting Standards Cairn prepares its Financial Statements in accordance with applicable IFRS, issued by the International Accounting Standards Board (“IASB”) as adopted by the EU, and interpretations issued by the IFRS Interpretations Committee (“IFRS IC”), and Companies Act 2006 applicable to companies reporting under IFRS. The Group’s Financial Statements are also consistent with IFRS as issued by the IASB as they apply to accounting periods ended 31 December 2019. Effective 1 January 2019, Cairn has adopted the following standards and amendments to standards: – Amendments to IAS 28 ‘Investments in Associates and Joint Ventures’ – Amendments to IFRS 9 ‘Financial Instruments’ – IFRS 16 ‘Leases’ – Annual improvements to IFRS 2015 – 2017 cycle In 2018, Cairn early adopted the following interpretation issued by IFRS IC: – IFRIC 23 ‘Uncertainty over Income Tax Treatments’ There are no new standards or amendments, issued by the IASB and endorsed by the EU, that have yet to be adopted by the Group that will materially impact the Group’s Financial Statements. The impact of adoption of IFRS 16 can be found in note 1.3. None of the other amendments adopted have a material impact on the Group’s Financial Statements or disclosures. c) Basis of Consolidation The consolidated Financial Statements include the results of Cairn Energy PLC and its subsidiary undertakings to the balance sheet date. Where subsidiaries follow differing accounting policies from those of the Group, those accounting policies have been adjusted to align with those of the Group. Intercompany balances and transactions between Group companies are eliminated on consolidation, though foreign exchange differences arising on intercompany balances between subsidiaries with differing functional currencies are not offset. The results of subsidiaries acquired or incorporated in any year are included in the Income Statement and Statement of Cash Flows from the effective date of acquisition while the results of subsidiaries disposed of or liquidated during the year are included in the Income Statement and Statement of Cash Flows to the date at which control passes from the Group. d) Joint Arrangements Cairn is a partner (joint operator) in oil and gas exploration, development and production licences which are unincorporated joint arrangements. All of the Group’s current interests in these arrangements are determined to be joint operations. A full list of oil and gas licence interests can be found on pages 193 to 194. Costs incurred relating to an interest in a joint operation other than costs relating to production are capitalised in accordance with the Group’s accounting policies for oil and gas assets as appropriate (notes 2.2 and 2.3). All the Group’s intangible exploration/appraisal assets and property, plant & equipment – development/producing assets relate to interests in joint operations. Cairn’s working capital balances relating to joint operations are included in trade and other receivables (note 3.4) and trade and other payables (note 3.6). Any share of finance income or costs generated or incurred by the joint operation is included within the appropriate income statement account. 140 Cairn Energy PLC Annual Report and Accounts 2019 F I N A N C I A L S T A T E M E N T S Section 1 – Basis of Preparation continued 1.1 Significant Accounting Policies Continued e) Foreign Currencies These Financial Statements continue to be presented in US dollars (US$), the functional currency of the Parent. In the Financial Statements of individual Group companies, Cairn translates foreign currency transactions into the functional currency at the rate of exchange prevailing at the transaction date (or an approximation thereof where not materially different). Monetary assets and liabilities denominated in foreign currency are translated into the functional currency at the rate of exchange prevailing at the balance sheet date. Exchange differences arising are taken to the Income Statement except for those incurred on borrowings specifically allocable to development projects, which are capitalised as part of the cost of the asset, though there were none in either the current or preceding year. The Group maintains the Financial Statements of the Parent and subsidiary undertakings in their functional currency. Where applicable, the Group translates subsidiary Financial Statements into the presentation currency, US$, using the closing rate method for assets and liabilities which are translated at the rate of exchange prevailing at the balance sheet date and rates at the date of transactions for income statement accounts. Cairn takes exchange differences arising on the translation of net assets of Group companies whose functional currency is non-US$ directly to reserves. Rates of exchange to US$1 were as follows: GBP NOK Closing 2019 0.754 8.780 YTD Average 2019 0.783 8.793 Closing 2018 0.784 8.641 YTD Average 2018 0.749 8.133 f) Exceptional Items Where items have a significant impact on profit or loss, occur infrequently and are not part of the Group’s normal operating cycle, such items may be disclosed as exceptional items on the face of the Income Statement. 1.2 Going Concern The Directors have considered the factors relevant to support a statement of going concern. In assessing whether the going concern assumption is appropriate, the Board and Audit Committee considered the Group cash flow forecasts under various scenarios, identifying risks and mitigants and ensuring the Group has sufficient funding to meet its current commitments as and when they fall due for a period of at least 12 months from the date of signing these Financial Statements. The Directors have a reasonable expectation that the Group will continue in operational existence for this 12-month period and have therefore used the going concern basis in preparing the Financial Statements. The Board and Audit Committee assessments of risk and mitigants to the Group’s operational existence beyond this 12-month period is included in the Viability Statement on page 37. 1.3 Adoption of IFRS 16 ‘Leases’ Cairn has adopted IFRS 16 ‘Leases’ with effect from 1 January 2019. Cairn has chosen to apply IFRS 16 retrospectively with the cumulative effect of initial application recognised at the date of adoption. In doing so Cairn has elected not to re-assess whether contracts contain a lease. IFRS 16 introduces a single lessee accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. A lessee is required to recognise a right-of-use asset representing its right to use the underlying leased asset and a lease liability representing its obligation to make lease payments. In assessing the impact of IFRS 16, Cairn identified the following assets where right-of-use assets and lease liabilities are recognised on adoption: – Accounting for the FPSO on the UK Catcher producing asset; and – Accounting for non-cancellable leases of the Group’s office premises in Edinburgh, London, Stavanger and Mexico City. All other leases identified have either yet to commence on the date of adoption, are for periods of less than one year, have less than one year remaining on the date of adoption or are for low value items which have no material impact on the Group’s Financial Statements. In applying IFRS 16, Cairn has used the following practical expedients permitted by the standard: – Accounting for leases with a remaining term of less than 12 months at 1 January 2019 as short-term leases; and – The exclusion of initial direct costs for the measurement of the right-of-use assets at the date of adoption. Cairn has also chosen to measure the right-of-use assets recognised at the amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments, immediately before the date of adoption for all right-of-use assets recognised. There is therefore no adjustment to opening retained earnings. Cairn Energy PLC Annual Report and Accounts 2019 141 F I N A N C I A L S T A T E M E N T S Section 1 – Basis of Preparation continued 1.3 Adoption of IFRS 16 ‘Leases’ Continued Kraken FPSO Under IFRS 16, the carrying amount of a right-of-use asset and lease liability for leases previously classified as finance leases is equal to the carrying amount of the lease asset and lease liability immediately before the date of adoption. Therefore the adoption of IFRS 16 has no impact on the right-of-use asset and lease liability previously recognised for the Kraken FPSO. Catcher FPSO Cairn has recognised a lease liability and a corresponding right-of-use asset of US$147.5m for the Catcher FPSO on adoption of IFRS 16. The Catcher FPSO lease was previously classified as an operating lease under IAS 17. The key estimates and assumptions applied in measuring the right-of-use asset and lease liability were as follows: – The minimum lease commitment is equal to 75% of the contracted day rate with all payments in excess of the minimum being classified as variable lease payments dependent upon performance; – The lease term is equal to the current non-cancellable period of the lease with no reasonable plans to extend the lease contract beyond the initial term; – No exercise of the option to purchase at the end of the initial term; and – The interest rate applied is equal to the Group’s incremental borrowing rate on the date of adoption rather than a rate implicit in the lease contract which could not be readily determined. The right-of-use asset is being amortised on a unit-of-production basis in accordance with the Group’s accounting policy. Other Property, Plant & Equipment – Leasehold Property The Group recognised lease liabilities and corresponding right-of-use assets of US$10.0m in relation to leasehold premises. The key estimates and assumptions applied in measuring these right-of-use assets and lease liabilities were as follows: – The lease term is equal to the current non-cancellable period of the lease with no reasonable plans to extend the lease contract beyond the initial term for any of the Group’s office premises; and – The interest rate applied is equal to the Group’s incremental borrowing rate on the date of adoption rather than a rate implicit in the lease contracts where this could not be readily determined. The assets will be amortised on a straight-line basis over the remaining life of the leases. Adjustments Recognised on Adoption of IFRS 16: Reconciliation to 2018 Operating Lease Commitment A reconciliation of operating lease commitments at 31 December 2018 to the opening lease liabilities on adoption of IFRS 16 is as follows: Operating lease commitments Attributable to: Leases yet to commence Short-term leases Lease of low value items Gross lease liability Interest implicit in lease Increase in opening lease liabilities Right-of-use asset – tangible development/producing asset Right-of-use assets – property, plant & equipment – other Increase in opening right-of-use assets Production costs US$m 171.6 – – – 171.6 (24.1) 147.5 147.5 – 147.5 Exploration/ Appraisal assets US$m Development/ Producing assets US$m Administrative expenses US$m 21.2 13.4 (20.7) (0.5) – – – – – – – (9.5) (3.9) – – – – – – – 11.5 – – (0.3) 11.2 (1.2) 10.0 – 10.0 10.0 Total US$m 217.7 (30.2) (4.4) (0.3) 182.8 (25.3) 157.5 147.5 10.0 157.5 The weighted average incremental borrowing rate used to discount opening lease liabilities is 5.75%. 142 Cairn Energy PLC Annual Report and Accounts 2019 F I N A N C I A L S T A T E M E N T S Section 1 – Basis of Preparation continued 1.3 Adoption of IFRS 16 ‘Leases’ Continued Impact on Financial Statements at 31 December 2019 As a result of adoption of IFRS 16, the following Income Statement line items have been impacted for the year ended 31 December 2019: Impact on Income Statement line items: Decrease in cost of sales Increase in depletion and amortisation Decrease in gross profit Decrease in administrative expenses Decrease in operating profit Increase in finance costs Decrease in profit before taxation from continuing operations Decrease in profit after taxation from continuing operations Decrease in profit for the year attributable to equity holders of the Parent Impact on profit after taxation by segment: UK & Norway US$m 33.9 (36.7) (2.8) 0.5 (2.3) (7.7) (10.0) (10.0) (10.0) (10.0) Both basic and diluted earnings per share decreased by 1.7 cents per share for the year ended 31 December 2019. In the Cash Flow Statement, lease payments of US$36.2m, which would previously have been classified as operating cash outflows, are now included in financing activities. In the Group Balance Sheet at 31 December 2019, property, plant & equipment – development/producing assets have increased by US$110.9m, other property, plant & equipment by US$7.0m and lease liabilities by US$128.8m as a result of adoption. The impact on assets and liabilities per segment as disclosed in note 4.1 is as follows: Increase in segment assets: UK & Norway Other Cairn Energy PLC Group LATAM Increase in segment liabilities: UK & Norway Other Cairn Energy PLC Group LATAM US$m 110.9 6.6 0.4 120.9 7.5 0.4 Cairn Energy PLC Annual Report and Accounts 2019 143 F I N A N C I A L S T A T E M E N T S Section 2 – Oil and Gas Assets and Operations This section contains analysis of the gross profit generated from the Group’s producing assets in the UK North Sea and details of the Group’s capital expenditure on exploration/appraisal and development/producing activities across the Group’s wider portfolio. Details and sensitivities performed on the impairment tests on development/producing assets and goodwill can also be found here. Significant Accounting Judgements in This Section: Impairment Testing of Oil and Gas Assets and Related Goodwill At the year end, revised production profile estimates and additional reserve volumes booked have increased the fair value less cost of disposal of the Kraken cash-generating unit significantly above its previously recorded net book value. As the increase in the production profile is an indicator that the impairment charge recorded in 2018 may have reversed or decreased, impairment tests were performed and the charge has been reversed in full after adjusting for the depletion charge that would have resulted from the increased carrying value of the asset. Goodwill relating to the UK & Norway segment has been tested for impairment firstly on the goodwill allocated to the Capricorn Norge AS assets held-for-sale (see section 6.2), with the remaining balance tested for impairment at the year end after recording the Kraken cash-generating unit impairment reversal. The result of the impairment testing in the year is that goodwill has now been impaired in full. Impairment Testing of UK Laverda Exploration/Appraisal Asset Prior to Transfer to Development/Producing Assets Prior to transfer to development, the UK Laverda asset, a satellite field to the Catcher producing asset, was tested for impairment in accordance with the Group’s accounting policy. While no impairment was identified, Cairn has not reversed impairments recorded in earlier years and have transferred the net book value to development assets on approval of the field development plan. On approving the field development plan, Cairn simultaneously completed a farm-down to align working interest shares among partners across the Greater Catcher Area, receiving nominal consideration for the share of the Laverda asset surrendered. While the remaining carrying value of Laverda is supported by headroom on the Catcher producing asset impairment test, there are no indications that the value of the Laverda exploration/ appraisal assets has itself increased significantly that would have allowed for a reversal of impairments recorded in earlier years. Key Estimates and Assumptions in This Section: Transfer of Senegal Costs to Property, Plant & Equipment – Development/Producing Assets and Impairment Testing At 31 December 2019, Cairn has promoted a proportion of contingent resources relating to Senegal to reserves as they are now deemed to be commercially mature under the Petroleum Resources Management System (“PRMS”) framework approved by the Society of Petroleum Engineers as per the reserves table disclosed in the Annual Report on page 194. The volumes promoted have been classified as reserves on the basis that they are now ‘justified for development’ following approval of the development plan by the joint operator partners. In January 2020, FID approval was formally received from the Government of Senegal and reserves will be reclassified as ‘available for development’ in 2020. Both ‘justified for development’ and ‘available for development’ are sub-classes of commercial reserves defined under the PRMS. Under Cairn’s accounting policy, costs are transferred from intangible exploration/appraisal assets to property, plant & equipment – development/ producing assets once commerciality has been confirmed and technical feasibility established through an approved development plan. With the development plan approved by joint operator partners at the year end, costs of US$378.8m have been transferred from exploration/appraisal assets into development/producing assets. A formal impairment test was performed on Senegal exploration/appraisal asset prior to transfer to development assets at the year end, as required under IFRS, but no impairment arose. Cairn’s impairment test assumes that full funding is in place to meet its net share of the development expenditure through to project completion. At the date of this report the Company is well progressed in agreeing terms for an expanded senior debt facility and is in discussions regarding additional sources of funding to support its Senegal development costs; however if these were to fail to conclude and the Group could not fully fund its share of the expenditure through to completion then the value of its investment in the project and/or its rights to participate in the project at its current equity levels may be affected which could trigger an impairment. Estimation of Hydrocarbon Reserves and Long-Term Oil Price Assumption Oil and gas reserve volumes and related production profiles are estimated based on Cairn’s internal process manual which follows industry best practice. This represents Cairn’s best estimate of reserves as at the reporting date. Cairn’s Reserves and Resources Reporting Committee, which provides oversight, advice and guidance while providing senior level review, reports to the Group’s Audit Committee before ultimately requesting approval of annual reserve volumes by the Board. At the year end, the significantly improved production performance on the Kraken asset and more regular well testing performed by the Operator, improving reservoir monitoring, have resulted in an upward revision to production profile estimates. Forecast production volumes on satellite fields on both Catcher and Kraken were also promoted to reserves at the year end. Third-party audits of Cairn’s reserves and resources are conducted annually. A change in reserve volumes could impact depletion and decommissioning charges, impairment testing, release of deferred revenue and related deferred tax assets and liabilities. Cairn reduced its long-term oil price assumption from US$70 to US$65 per bbl which it believes reflects current market conditions. The Group’s three-year short-term assumption remains linked to the forward curve. 144 Cairn Energy PLC Annual Report and Accounts 2019 F I N A N C I A L S T A T E M E N T S Section 2 – Oil and Gas Assets and Operations continued Key Estimates and Assumptions in This Section Continued: Impairment Testing of Intangible Exploration/Appraisal Assets and Property, Plant & Equipment – Development/Producing Assets and Goodwill Where it is identified that there is an indicator of impairment, or an indicator identified that a prior year impairment may have reversed or decreased, on an intangible exploration/appraisal asset or a development/producing asset, an impairment test is conducted in accordance with the Group’s accounting policies. The test compares either the carrying value of the asset or the carrying value of the cash-generating unit (“CGU”) containing the asset, to the recoverable amount of that asset or CGU. The recoverable amount of an asset represents its fair value less costs of disposal. This is based on either a verifiable third-party arm’s length transaction from which a fair value can be obtained or, where there is no such transaction, the fair value less costs of disposal of an asset is calculated using a discounted post-tax cash flow model over the field life of the asset. Cairn does not believe that the value in use of the asset would materially exceed its fair value less cost of disposal. The key assumptions used in the Group’s discounted cash flow models reflect past experience and take account of external factors. These assumptions include: – Short/medium-term oil price based on a three-month average forward curve for three years from the balance sheet date; – Long-term oil price of US$65 per bbl (2018: US$70 per bbl) escalated at 2.0% (2018: 2.0%) per annum; – Reserve estimates of discovered resource (2P and 2C) based on P50 reserve estimates; – Production profiles based on Cairn’s internal estimates including assumptions on performance of assets; – Cost profiles for the development and operating costs supplied by the Operator and escalated at 2.0% (2018: 2.0%) per annum; and – Post-tax discount rates of 10% (2018: 10%). Goodwill is allocated to the UK & Norway operating segment and tested for impairment by comparing the fair value less cost of disposal of all assets in the segment against their combined carrying values, including the carrying value of goodwill itself. Decommissioning Estimates Provisions for decommissioning are based on the latest estimates provided by operators, subject to review by Cairn and adjusted where deemed necessary. Costs provided to date are an estimate of the cost that would be incurred to remove and decommission facilities that existed at the year end and to plug and abandon development wells drilled to that date. Costs are escalated at 2.0% per annum (2018: 2.0%) and discounted at a risk-free rate of 2.0% (2018: 2.0%). 2.1 Gross Profit: Revenue and Cost of Sales Accounting Policies Revenue Revenue from oil sales represents the Group’s share of sales, on a liftings basis, from its producing interests in the UK North Sea, at the point in time where ownership of the oil has been passed to the buyer. This occurs when the customer takes delivery of a cargo of oil from the FPSO as this is the point in time that the consideration due is unconditional as only the passage of time is required before payment is due. Revenue is measured using the Brent (or estimated Brent) oil price plus or minus the applicable discount based on the quality of the oil. Revenue from the sale of gas is recorded based on the volume of gas accepted each day by customers at the delivery point. Revenue from royalties is calculated on production from fields in Mongolia. Commodity price hedging Cairn may hedge oil production for the Group’s assets in line with hedging policies approved by the Board. Where a hedging instrument has been formally designated as a hedge for hedge accounting, changes in the intrinsic value of the hedged item and the time value of the option are recognised within Other Comprehensive Income (where the hedge is effective) based on fair value and are reclassified to the Income Statement when the hedged production itself affects profit or loss. Hedge effectiveness is assessed on a prospective basis at commencement and throughout the life of the option. Any hedge ineffectiveness identified is immediately charged to the Income Statement. A change in the fair value of an option that is either not designated as a hedging instrument for hedge accounting or does not qualify for hedge accounting is recognised in the Income Statement. Cost of sales Production costs include Cairn’s share of costs incurred by the joint operation in extracting oil and gas. Also included are marketing and transportation costs and loss-of-production insurance costs payable over the year. Adjustments for overlift (where liftings taken by Cairn exceed the Group’s working interest share), underlift (where liftings taken by Cairn are less than the Group’s working interest share) and movements in inventory are included in cost of sales. Oil inventory is measured at market value in accordance with established industry practice. Variable lease charges represent lease payments made on leases over and above the fixed lease commitment. Variable lease costs are charged directly to the Income Statement. Cairn Energy PLC Annual Report and Accounts 2019 145 F I N A N C I A L S T A T E M E N T S Section 2 – Oil and Gas Assets and Operations continued 2.1 Gross Profit: Revenue and Cost of Sales Continued Oil sales Gas sales Gain/(Loss) on hedge options Release of deferred revenue (see note 3.7) Revenue from oil and gas sales Royalty income Total revenue Production costs Oil inventory and underlift adjustment Variable and operating lease charges Cost of sales Depletion and amortisation (see note 2.3) Gross profit Year ended 31 December 2019 US$m Year ended 31 December 2018 US$m 501.6 2.6 10.9 17.2 532.3 1.1 533.4 (68.1) 20.6 (25.6) (73.1) (217.2) 243.1 393.2 2.5 (7.8) 21.2 409.1 1.2 410.3 (64.2) (7.7) (59.5) (131.4) (171.2) 107.7 Revenue Cairn receives revenue from its producing assets in the UK North Sea, Kraken and Catcher. On Kraken, where only oil is sold, Cairn takes a full lifting of crude on a scheduled basis to reflect the Group’s working interest, whereas on Catcher, Cairn receives its working interest percentage share of each lifting of crude and the Group’s working interest share of gas sales. Payment terms are within 30 days. Net sales volumes during the year averaged ~21,400 boepd (2018: ~16,000 boepd) for the two assets combined, realising an average sales price of US$64.52/boe (2018: US$67.99/boe). Commodity Price Hedging During 2019, Cairn realised gains on hedge options of US$10.9m (2018: loss of US$7.8m) as the oil price fell below the floor on several hedge contracts. Hedging gains and losses are recycled to the Income Statement from Other Comprehensive Income when the option matures. Details on the Group’s hedging position at 31 December 2019 can be found in note 3.5. Cost of Sales Inventory of oil held at the year end is recorded at a market value of US$13.8m (2018: US$8.2m). Underlift adjustments on Kraken production volumes were US$15.1m (2018: US$0.1m) at 31 December 2019. The total inventory and underlift increase in the year was US$20.6m (2018: decrease of US$7.7m). Variable lease costs on the Kraken FPSO of US$10.5m (2018: variable finance lease costs of US$22.7m) and on the Catcher FPSO of US$15.1m (2018: operating lease charge of US$36.8m) are charged to the Income Statement. Details on leases can be found in note 3.3. 146 Cairn Energy PLC Annual Report and Accounts 2019 F I N A N C I A L S T A T E M E N T S Section 2 – Oil and Gas Assets and Operations continued 2.2 Intangible Exploration/Appraisal Assets Accounting Policy Cairn follows a successful efforts-based accounting policy for oil and gas assets. Costs incurred prior to obtaining the legal rights to explore an area are expensed immediately to the Income Statement as pre-award costs. Expenditure incurred on the acquisition of a licence interest is initially capitalised on a licence-by-licence basis. Costs are held, undepleted, within intangible exploration/appraisal assets until such time as the exploration phase on the licence area is complete or commercial reserves have been discovered and a field development plan approved. Exploration expenditure incurred in the process of determining oil and gas exploration targets is capitalised initially within intangible exploration/appraisal assets and subsequently allocated to drilling activities. Costs are recognised following a cost accumulation model where any contingent future costs on recognition of an asset are recognised only when incurred. This includes where Cairn has entered into a ‘farm-in’ agreement to either acquire or part-dispose of an exploration interest. A farm-in is an agreement in which a party agrees to acquire from one or more of the existing licencees an interest in an exploration licence, for a consideration which may consist of the performance of a specified work obligation on behalf of the existing licencees. This obligation may be subject to a monetary cap. Refund of full or partial costs incurred to date may also be included in a farm-in agreement. Where Cairn has part-disposed of an exploration licence interest through a farm-in arrangement, a ‘farm-down’, the contingent consideration payable by the third party on Cairn’s behalf is not recognised in the Financial Statements. The future economic benefit which Cairn will receive as a result of the farm-down will be dependent upon future success of any exploration drilling. Exploration/appraisal drilling costs are capitalised on a well-by-well basis until the success or otherwise of the well has been established. The success or failure of each exploration/appraisal effort is judged on a well-by-well basis. Drilling costs are written off on completion of a well unless the results indicate that hydrocarbon reserves exist and there is a reasonable prospect that these reserves are commercial and work to confirm the commercial viability of such hydrocarbons is intended to be carried out in the foreseeable future. Where results of exploration drilling indicate the presence of hydrocarbons which are ultimately not considered commercially viable, all related costs are written off to the Income Statement. Following appraisal of successful exploration wells, if commercial reserves are established and technical feasibility for extraction demonstrated and approved in a field development plan, then the related capitalised intangible exploration/appraisal costs are transferred into a single field cost centre within property, plant & equipment – development/producing assets, after testing for impairment (see below). Proceeds from the disposal or farm-down of part or all of an exploration/appraisal asset are credited initially to that interest with any excess being credited to the Income Statement. Impairment Intangible exploration/appraisal assets are reviewed regularly for indicators of impairment and tested for impairment where such indicators exist. An indicator that one of the Group’s assets may be impaired is most likely to be one of the following: – There are no further plans to conduct exploration activities in the area; – Exploration drilling in the area has failed to discover commercial reserve volumes; – Changes in the oil price or other market conditions indicate that discoveries may no longer be commercial; or – Development proposals for appraisal assets in the pre-development stage indicate that it is unlikely that the carrying value of the exploration/appraisal asset will be recovered in full. In such circumstances the intangible exploration/appraisal asset is allocated to any property, plant & equipment – development/producing assets within the same CGU and tested for impairment. Any impairment arising is recognised in the Income Statement for the year. Where there are no development assets within the CGU, the excess of the carrying amount of the exploration/appraisal asset over its recoverable amount is charged immediately to the Income Statement. Cairn Energy PLC Annual Report and Accounts 2019 147 F I N A N C I A L S T A T E M E N T S Section 2 – Oil and Gas Assets and Operations continued 2.2 Intangible Exploration/Appraisal Assets Continued Cost At 1 January 2018 Foreign exchange Additions Disposals Transfer to development/producing assets Unsuccessful exploration costs Unsuccessful exploration costs – discontinued operations At 31 December 2018 Foreign exchange Additions Unsuccessful exploration costs Unsuccessful exploration costs – discontinued operations Transfer to development/producing assets Transfer to assets held-for-sale Senegal US$m UK & Norway US$m LATAM US$m East Atlantic US$m 434.5 – 28.5 – – - – 463.0 – 58.9 – – (378.8) – 210.2 (0.6) 102.2 (8.2) (115.7) (19.9) (42.7) 125.3 (0.4) 37.3 (5.9) (38.7) (30.3) (30.1) 13.1 – 19.6 – – - – 32.7 – 108.3 (84.7) – – – 24.3 – (1.9) – – 14.4 - 36.8 – 19.5 (31.0) – – – Total US$m 682.1 (0.6) 148.4 (8.2) (115.7) (5.5) (42.7) 657.8 (0.4) 224.0 (121.6) (38.7) (409.1) (30.1) At 31 December 2019 143.1 57.2 56.3 25.3 281.9 Impairment At 1 January 2018 and 31 December 2018 Unsuccessful exploration costs Transfer to development/producing assets At 31 December 2019 Net book value At 31 December 2017 At 31 December 2018 At 31 December 2019 – – – – 434.5 463.0 143.1 48.1 – (12.1) 36.0 162.1 77.2 21.2 – – – – 13.1 32.7 56.3 14.6 (14.6) – 62.7 (14.6) (12.1) – 36.0 9.7 22.2 619.4 595.1 25.3 245.9 All additions to exploration/appraisal assets have been funded through cash and working capital. Senegal Additions in the year of US$58.9m were predominantly on pre-development activities as the joint operation partners worked towards submission of the exploitation plan and FID approval. At the year end costs relating to the Sangomar Phase 1 development area of US$378.8m were transferred to development/producing assets following joint operator approval of the development plan. Formal Government of Senegal approval of the development plan was received early in January 2020. Impairment tests were performed on the asset prior to transfer, with no impairment arising. Remaining costs capitalised at the year end relate to costs incurred outside the current development area and include drilling costs associated with the SNE North and FAN exploration and appraisal wells. UK & Norway During the year, four unsuccessful exploration wells were drilled in the UK & Norway. In Norway additions of US$25.1m relate to the drilling of the operated PL758 Lynghaug and PL842 Godalen wells and the non-operated PL885 Presto well. In the UK additions of US$3.0m were incurred on the operated P2312 Chimera well, with Cairn agreeing a farm-down prior to drilling reducing the Group’s capital exposure. Other exploration additions of US$9.2m were incurred across the portfolio of licences in both countries. Additions relating to drilling in the year include US$7.7m of rig costs incurred under short-term lease contracts. US$44.6m charged to the Income Statement as unsuccessful costs in the year include the costs of the four wells drilled in 2019 which were all unsuccessful and the write-off of costs on other licences where no further exploration activity is planned. In July 2019, Cairn completed a farm-down on the UK Laverda licence, equalising the working interest shares of partners in the Catcher development and allowing the proposed development of the Laverda and Catcher North satellite fields to proceed. Costs of US$18.2m, net of impairment recorded in previous years, have been transferred to development/producing assets after testing for impairment (see Key Estimates and Assumptions in this section). 148 Cairn Energy PLC Annual Report and Accounts 2019 F I N A N C I A L S T A T E M E N T S Section 2 – Oil and Gas Assets and Operations continued 2.2 Intangible Exploration/Appraisal Assets Continued In December 2019, Cairn announced the proposed sale of its Norwegian subsidiary, Capricorn Norge AS, to Sval Energi AS. The deal completed in February 2020. At 31 December 2019, the Group’s exploration assets in Norway were reclassified as assets held-for-sale (see note 6.2). Remaining costs capitalised in the UK at 31 December 2019 of US$21.2m include US$18.8m relating to the 2018 Agar-Plantain discovery where Cairn is assessing farm-down opportunities ahead of proceeding with the development of the asset. Additions in 2018 of US$102.2m included US$25.9m incurred on pre-development costs in Nova prior to transfer into development/producing assets. Well cost additions were US$58.2m as the Group completed exploration wells on PL1863 Agar-Plantain and P2184 Ekland in the UK North Sea and on PL582 Tethys and PL790 Raudåsen in the Norwegian North Sea. Remaining additions of US$18.1m were incurred across remaining licences in the portfolio. Unsuccessful exploration costs in 2018 included the costs of the Ekland, Tethys and Raudåsen wells which did not result in the discovery of commercial hydrocarbons. LATAM Additions of US$108.3m, include US$70.3m in Mexico, where Cairn commenced a planned six-well exploration programme during the year, US$30.5m in Nicaragua following a farm-in to four non-operated blocks and US$7.5m in Suriname. Mexico Additions of US$70.3m predominantly relate to Block 9, in the Gulf of Mexico, where US$61.6m was incurred as Cairn completed its first operated wells in the country. The Alom-1 well was completed during the year while the Bitol-1 well was operating over the year end. Both wells were ultimately declared unsuccessful and costs of US$54.2m were written off as unsuccessful during the year. Additions in the year in Mexico include US$15.8m incurred under short-term lease contracts. The carrying value of assets in Mexico at the year end of US$47.0m included US$31.1m of costs on Block 9 and US$11.4m on Block 7, where exploration drilling is planned in 2020, with the remaining balance relating to Block 15. Cairn has agreed farm-in and farm-down agreements with Eni, effectively creating a ‘swap’ of a 15% interest in Block 9 for a 15% non-operated interest in neighbouring Block 10, containing the Saasken discovery. At the year end the agreements were subject to final completion of the signature process of the revised Production Sharing Contracts to give effect to the change in the joint operators’ working interests and therefore are not reflected in the Financial Statements. Nicaragua Additions in the year of US$30.5m relate to the farm-in to four non-operated blocks offshore Nicaragua. Cairn has subsequently decided to withdraw from the licences and therefore all additions in the year were written off as unsuccessful exploration costs. Suriname Additions in the year of US$7.5m include US$3.8m of seismic acquisitions and all costs remain capitalised at the year end. East Atlantic East Atlantic additions of US$19.5m primarily relate to Côte d’Ivoire. In 2018, the credit to additions resulted from the release of remaining accruals of US$15.4m in Western Sahara following the close out of licences, which offset spend across other assets. The release of accruals also resulted in the reversal of prior year charges to the Income Statement through unsuccessful exploration costs. Côte d’Ivoire Cairn completed the farm-in to seven adjacent blocks offshore Côte d’Ivoire following an agreement with the operator Tullow, with total costs incurred in the year of US$15.2m. Mauritania Costs capitalised at the year end of US$9.8m relate to Block 7. Additions in the year were minimal. Subsequent to the year end Cairn has exercised its option to convert the licence option into a full exploration licence. Ireland Cairn has chosen to withdraw from its interests offshore Ireland and the remaining net costs of US$16.7m have been charged as unsuccessful, reducing the net book value to nil at the year end. Impairment Review Impairment tests were conducted on assets that were reclassified from intangible exploration/appraisal assets to property, plant & equipment – development/producing assets during the year. Refer to “Significant accounting judgements” and “key estimates and assumptions” in this section. for full details. At the year end, Cairn reviewed its remaining intangible exploration/appraisal assets for indicators of impairment. No indicators of impairment were identified. Cairn Energy PLC Annual Report and Accounts 2019 149 F I N A N C I A L S T A T E M E N T S Section 2 – Oil and Gas Assets and Operations continued 2.3 Property, Plant & Equipment – Development/Producing Assets Accounting Policy Costs All costs incurred after the technical feasibility and commercial viability of producing hydrocarbons has been demonstrated and a development plan approved are capitalised within development/producing assets on a field-by-field basis. Subsequent expenditure is capitalised only where it either enhances the economic benefits of the development/producing asset or replaces part of the existing development/producing asset. Any remaining costs associated with the part replaced are expensed. Costs of borrowings relating to the ongoing construction of development/producing assets and facilities are capitalised during the development phase of the project. Capitalisation ceases once the asset is ready to commence production. Net proceeds from any disposal, part disposal or farm-down of development/producing assets are credited against the appropriate portion of previously capitalised cost. A gain or loss on disposal of a development/producing asset is recognised in the Income Statement to the extent that the net proceeds, measured at fair value, exceed or are less than the appropriate portion of the net capitalised costs. Depletion and amortisation Depletion is charged on a unit-of-production basis, based on proved and probable reserves on a field-by-field basis. Fields within a single development area may be combined for depletion purposes. Where production commences prior to completion of the development, costs to be depleted include the costs-to-complete of the facility required to extract the volume of reserves recorded. Amortisation charged on right-of-use leased assets is also charged on a unit-of-production basis, based on proved and probable reserves. Impairment Development/producing assets are reviewed for indicators of impairment at the balance sheet date. Indicators of impairment for the Group’s development assets include: – Downward revisions of reserve estimates; – Increases in cost estimates for development projects; or – A decrease in the oil price or other negative changes in market conditions. Impairment tests are carried out on each development/producing asset at the balance sheet date where an indicator of impairment is identified. The test compares the carrying value of an asset to its recoverable amount based on the higher of its fair value less costs of disposal or value in use. Where the fair value less costs of disposal supports the carrying value of the asset, no value-in-use calculation is performed. If it is not possible to calculate the fair value less costs of disposal of an individual asset, the fair value less costs of disposal is calculated for the CGU containing the asset and tested against the carrying value of the assets and liabilities in the CGU for impairment. Where an asset can be tested independently for impairment, this test is performed prior to the inclusion of the asset into a CGU for further impairment tests. If the carrying amount of the asset or CGU exceeds its recoverable amount, an impairment charge is made. Where there has been a charge for impairment in an earlier period that charge will be reversed in a later period where there has been a change in circumstances to the extent that the recoverable amount is higher than the net book value at the time. In reversing impairment losses, the carrying amount of the asset will be increased to the lower of its original carrying value or the carrying value that would have been determined (net of depletion) had no impairment loss been recognised in prior years. Decommissioning At the end of the producing life of a field, costs are incurred in plugging and abandoning wells, removing subsea installations and decommissioning production facilities. Cairn recognises the full discounted cost of decommissioning as an asset and liability when the obligation to rectify environmental damage arises. The decommissioning asset is included within property, plant & equipment – development/producing assets with the cost of the related installation. The liability is included within provisions. Revisions to the estimated costs of decommissioning which alter the level of the provisions required are also reflected in adjustments to the decommissioning asset. The amortisation of the asset is calculated on a unit-of-production basis based on proved and probable reserves. The amortisation of the asset is included in the depletion charge in the Income Statement and the unwinding of discount of the provision is included within finance costs. 150 Cairn Energy PLC Annual Report and Accounts 2019 Section 2 – Oil and Gas Assets and Operations continued 2.3 Property, Plant & Equipment – Development/Producing Assets Continued Cost At 1 January 2018 Foreign exchange Additions Increase in decommissioning asset Transfer from exploration/appraisal assets Remeasurement of right-of-use leased asset At 31 December 2018 Right-of-use leased asset – IFRS 16 opening balance adjustment (see note 1.3) At 1 January 2019 Foreign exchange Additions Increase in decommissioning asset Transfer from exploration/appraisal assets Disposals Transfer to assets held-for-sale (see note 6.2) At 31 December 2019 Depletion, amortisation and impairment At 1 January 2018 Depletion and amortisation charges Impairment charge At 31 December 2018 Depletion and amortisation charges Reversal of impairment At 31 December 2019 Net book value At 31 December 2017 At 31 December 2018 At 31 December 2019 F I N A N C I A L S T A T E M E N T S UK & Norway right-of-use leased assets US$m 177.4 – – – – (11.5) UK & Norway US$m 1,050.2 (6.8) 51.2 5.3 115.7 – Total US$m 1,227.6 (6.8) 51.2 5.3 115.7 (11.5) 1,215.6 165.9 1,381.5 – 1,215.6 147.5 313.4 147.5 1,529.0 Senegal US$m – – – – – – – – – – – – 378.8 – – (5.8) 66.5 15.3 18.2 (82.1) (89.0) – – 2.9 – – – (5.8) 66.5 18.2 397.0 (82.1) (89.0) 378.8 1,138.7 316.3 1,833.8 – – – – – – – – – 17.6 153.0 166.3 336.9 160.7 (147.3) 350.3 3.5 18.2 – 21.7 56.5 – 78.2 21.1 171.2 166.3 358.6 217.2 (147.3) 428.5 1,032.6 878.7 173.9 144.2 1,206.5 1,022.9 378.8 788.4 238.1 1,405.3 All current year additions of US$66.5m were funded through cash and working capital and include US$3.8m of costs under short-term lease contracts. Nova exploration/appraisal costs were transferred to development assets during 2018, with a further US$13.6m of additions in 2018 incurred in relation to the field. In 2019, additions were US$50.2m as development activity continued prior to the asset being transferred to assets held-for-sale (see note 6.2). Kraken producing asset additions of US$12.1m include the completion of the final sub surface drill centre, DC-4. 2018 additions of US$31.8m were offset by a US$23.0m reversal of accruals following the successful renegotiation of the development drilling rig contract. Remaining additions of US$4.2m (2018: US$28.8m) were incurred on the Catcher producing asset. The increase in the decommissioning asset in the current year of US$18.2m primarily relates to a change in estimates for Kraken and Nova. The 2018 increase was due to a revision to the Catcher decommissioning cost estimate. Disposals in the year relate to the sale of a 10% working interest in the Nova asset. See note 6.1. Combined depletion and amortisation charges for the year of US$217.2m (2018: US$171.2m) were charged to the Income Statement based on production during the year and total reserves over the life of the asset. Cairn Energy PLC Annual Report and Accounts 2019 151 F I N A N C I A L S T A T E M E N T S Section 2 – Oil and Gas Assets and Operations continued 2.3 Property, Plant & Equipment – Development/Producing Assets Continued Leased Assets At 1 January 2019, US$147.5m, the net present value of future fixed lease payments was recorded on the Balance Sheet for the Catcher FPSO, as a right-of-use producing asset following adoption of IFRS 16. There were no changes to the Kraken FPSO right-of-use asset on adoption. In the second half of 2018, the Kraken FPSO lease agreement was amended resulting in a reduction of the lease liability and right-of-use asset by US$11.5m – see note 3.3. There were no such revisions to either the Catcher or Kraken lease agreements during 2019. Impairment Review At 31 December 2018, impairment tests were conducted on the Group’s UK & Norway development/producing assets, resulting in an impairment charge of US$166.3m on the UK Kraken producing asset. No impairment arose on either Catcher or Nova. The Kraken impairment followed a reserves downgrade arising from poor performance of the asset from inception to the previous balance sheet date. During 2019, production performance on Kraken has improved significantly and in addition the Operator has conducted more regular well testing to improve reservoir monitoring. Consequently Cairn have revised production profile estimates upward to reflect this improvement while also incorporating new volumes associated with the Worcester satellite field to be developed in 2020. The changes to the production profile resulting from improved performance is an indicator that the impairment charge recorded in 2018 may no longer exist or may have decreased. The resultant impairment test, incorporating the revised fair value of the Kraken cash-generating unit, indicated that a full reversal of the 2018 impairment charge should be recorded, despite the reduction to the Group’s long-term oil price assumption. The reversal is capped to US$147.3m, being the original impairment adjusted for the depletion that would have been charged in 2019 had no impairment been recorded. Sensitivity analysis on the Group’s impairment tests can be found in note 2.7. 2.4 Provisions – Decommissioning Exploration well abandonment US$m Development/ Producing assets US$m At 1 January 2018 Foreign exchange Unwinding of discount (Released)/Provided in the year At 31 December 2018 Foreign exchange Unwinding of discount (note 4.6) Provided in the year Released on disposal (note 6.1) Transferred to liabilities held-for-sale (see note 6.2) At 31 December 2019 4.2 (0.2) – (2.7) 1.3 0.1 – – – – 1.4 Total US$m 121.1 (6.9) 2.3 2.6 119.1 5.8 2.6 18.2 (1.8) (2.7) 116.9 (6.7) 2.3 5.3 117.8 5.7 2.6 18.2 (1.8) (2.7) 139.8 141.2 The decommissioning provisions at 31 December 2019 represent the present value of decommissioning costs related to the Kraken and Catcher development/producing assets. The provisions are based on operator cost estimates, subject to internal review and amendment where considered necessary, and are calculated using assumptions based on existing technology and the current economic environment, with a discount rate of 2.0% per annum (2018: 2.0%). The reasonableness of these assumptions is reviewed at each reporting date to take into account any material changes required. A provision of US$4.5m was introduced in 2019 for development activities undertaken on Nova, which has been partially released through disposal with the balance transferred to liabilities held-for-sale. Further provisions during the year relate to revised decommissioning estimates for Kraken including the incorporation of provision for work undertaken during the year. During 2018, the decommissioning estimate for Catcher increased by US$5.3m. The Kraken decommissioning estimate remained unchanged. The decommissioning provisions represent management’s best estimate of the obligation arising based on work undertaken at the balance sheet date. Actual decommissioning costs will depend upon the prevailing market conditions for the work required at the relevant time. The decommissioning of the Group’s development/producing assets is forecast to occur between 2026 and 2043. 152 Cairn Energy PLC Annual Report and Accounts 2019 Section 2 – Oil and Gas Assets and Operations continued 2.5 Capital Commitments Oil and gas expenditure: Intangible exploration/appraisal assets Property, plant & equipment – development/producing assets Contracted for F I N A N C I A L S T A T E M E N T S At 31 December 2019 US$m At 31 December 2018 US$m 96.7 460.0 556.7 146.1 80.1 226.2 Capital commitments represent Cairn’s share of obligations in relation to its interests in joint operations. These commitments include Cairn’s share of the capital commitments of the joint operations themselves. The capital commitments for intangible exploration/appraisal assets include US$40.4m for operations in the UK. The remaining US$56.3m includes US$37.9m of commitments in LATAM, predominantly Mexico. The capital commitments for property, plant & equipment – development/producing assets relate principally to Senegal. As at 31 December 2019, Cairn had the following commitments relating to short-term leases and leases yet to commence. These amounts are also included in the total of capital commitments shown above. Lease commitments at 31 December 2019 2.6 Intangible Assets – Goodwill Exploration/ Appraisal assets US$m Development/ Producing assets US$m 9.5 10.6 Total US$m 20.1 Accounting Policy Cairn allocates the purchase consideration on the acquisition of a subsidiary to the assets and liabilities acquired on the basis of fair value at the date of acquisition. Any excess of the cost of acquisition over the fair value of the assets and liabilities is recognised as goodwill. Any goodwill arising is recognised as an asset and is subject to annual review for impairment. Goodwill is written off where circumstances indicate that the recoverable amount of the underlying CGU including the asset may no longer support the carrying value of goodwill. Any such impairment loss arising is recognised in the Income Statement for the year. Impairment losses relating to goodwill cannot be reversed in future years. In testing for impairment, goodwill arising on business combinations is allocated from the date of acquisition to the group of CGUs representing the lowest level at which it will be monitored. Cairn’s policy is to monitor goodwill at operating segment level. Currently, no operating segments containing goodwill are combined into segments for reporting. The recoverable amount of a CGU, or group of CGUs, within the segment is based on its fair value less costs of disposal, using estimated cash flow projections over the licence period of the exploration assets risk-weighted for future exploration success. The key assumptions are sensitive to market fluctuations and the success of future exploration drilling programmes. The most likely factor which will result in a material change to the recoverable amount of the CGU is the result of future exploration drilling, which will determine the licence area’s future economic potential. Cairn Energy PLC Annual Report and Accounts 2019 153 F I N A N C I A L S T A T E M E N T S Section 2 – Oil and Gas Assets and Operations continued 2.6 Intangible Assets – Goodwill Continued Cost At 1 January 2018 Foreign exchange At 31 December 2018 Foreign exchange Transferred to assets held-for-sale (see note 6.2) At 31 December 2019 Impairment At 1 January 2018 Foreign exchange At 31 December 2018 Foreign exchange Transferred to assets held-for-sale (see note 6.2) Impairment charge At 31 December 2019 Net book value At 31 December 2017 At 31 December 2018 At 31 December 2019 UK & Norway US$m 388.9 (4.3) 384.6 (1.4) (82.1) 301.1 260.7 (1.9) 258.8 (0.6) (36.1) 79.0 Total US$m 388.9 (4.3) 384.6 (1.4) (82.1) 301.1 260.7 (1.9) 258.8 (0.6) (36.1) 79.0 301.1 301.1 128.2 125.8 – 128.2 125.8 – Goodwill, net of impairment, allocated to Capricorn Norge AS has been transferred to assets held-for-sale and tested for impairment as part of the disposal group. The subsequent impairment charged is detailed in note 6.2 and recorded in Discontinued Operations. The remaining goodwill was tested for impairment at the year end. With the Group’s reduced long-term oil price assumption and the lack of exploration success in the year, and the impairment reversal recorded on the Kraken development asset, the fair value of assets within the UK & Norway operating segment (including assets and liabilities held-for-sale which are recorded at fair value following the impairment of assets held-for-sale as per note 6.2) can no longer support the carrying value of goodwill. An impairment charge of US$79.0m has been recorded in the year through continuing operations. 2.7 Impairment Testing Sensitivity Analysis UK & Norway At 31 December 2019, impairment tests were conducted on the Group’s development/producing assets. The recoverable amount for all assets is based on fair value less costs of disposal estimated using discounted cash flow modelling. The key assumptions used in determining the fair value are often subjective, such as the future long-term oil price assumption and estimates of recoverable hydrocarbon reserves. In 2018, Cairn downgraded Kraken reserves estimates on the back of disappointing performance of the asset and facilities reducing future production estimates, resulting in an impairment charge. 2019 has seen much improved performance on Kraken, which together with more regular well testing, has led to an upward revision of production profile estimates, indicating a possible reversal or decrease of impairment, and the subsequent impairment test results in the 2018 impairment being reversed in full in the 2019 profit for the year, even though the Group’s long- term price assumption has reduced to US$65/bbl. Cairn has run sensitivities on its long-term oil price assumption of US$65/bbl, using alternate long-term price assumptions of US$60/bbl, US$55/ bbl and US$50/bbl. These are considered to be reasonably possible changes for the purposes of sensitivity analysis. The impact on the carrying value of development/producing assets is shown below. Reduction in long-term oil price assumption to: US$60/bbl US$m US$55/bbl US$m US$50/bbl US$m Reduction in carrying value of development/producing assets 36.0 95.1 213.6 The Group’s proved and probable and contingent reserve estimates are based on P50 probabilities. P10 and P90 estimates are also produced but would not provide a reasonable estimate to be used in calculating the fair value of the Group’s assets. The reserve estimates are incorporated into production profiles which include assumptions on the performance of the asset. Cairn’s current assumptions imply a maximum uptime for producing assets of 85%-90%. Given the improvement and stability of the performance of the assets over 2019, Cairn does not believe reducing this assumption would provide a reasonable estimate of fair value at the year end. 154 Cairn Energy PLC Annual Report and Accounts 2019 F I N A N C I A L S T A T E M E N T S Section 3 – Working Capital, Financial Instruments and Long-Term Liabilities This section provides analysis of the movements in the Group’s short- and long-term liabilities including the Reserve-Based Lending facility, which was fully repaid in the year, and the Group’s lease liabilities including those recognised on adoption of IFRS 16. Details of the Group’s hedging programme, showing volumes hedged at the year end, can also be found. Significant Accounting Judgements in This Section: Lease Classification of Kraken and Catcher FPSO Lease Agreements The new accounting standard, IFRS 16 ‘Leases’, was effective for Cairn’s financial year beginning 1 January 2019 and resulted in the Catcher FPSO leased asset being recognised on the Balance Sheet as a right-of-use asset. Further details are provided in note 1.3. Prior to IFRS 16 adoption, Cairn assessed whether leases for the Group’s producing asset FPSOs should be classified as operating or finance leases. Cairn concluded that the lease agreement for the Kraken FPSO, where it is considered reasonably certain that the FPSO will be purchased by the joint operation towards the end of the initial term, should be classified as a finance lease. By contrast, the Catcher FPSO, with a shorter initial lease term and with no current expectation that the joint operation shall purchase the FPSO at the end of that lease term, was determined to be an operating lease, with substantially all risks and rewards of ownership remaining with the lessor. As a result of this judgement, the Catcher lease right-of-use asset and liability is measured at the date of adoption of IFRS 16 on 1 January 2019, using interest rates applicable at that date, rather than on commencement of the lease itself, in June 2017. There is no change to the measurement of the Kraken right-of-use lease asset and liability. Key Estimates and Assumptions in This Section: Measurement of Catcher FPSO Lease Liability and Right-Of-Use Asset The key assumptions used in the calculation of the Catcher FPSO lease asset and liability can be found in note 1.3. 3.1 Cash and Cash Equivalents Cash at bank Money market funds At 31 December 2019 US$m At 31 December 2018 US$m 7.0 139.5 146.5 9.1 57.2 66.3 Closing cash and cash equivalents disclosed in the Cash Flow Statement of US$153.7m include cash and cash equivalents shown above together with US$7.2m of cash balances held by Capricorn Norge AS included in assets held-for-sale (see note 6.2). Cash and cash equivalents earn interest at floating rates. Short-term investments are made for varying periods ranging from instant access to unlimited, but generally not more than three months depending on the cash requirements of the Group. At 31 December 2018 and 2019 Cairn has invested surplus funds into money market funds. Cairn limits the placing of funds and other investments to banks or financial institutions that have ratings of A- or above from at least two of Moody’s, Standard & Poor’s or Fitch, unless a sovereign guarantee is available from a AAA- rated government. The counterparty limits vary between US$50.0m and US$200.0m depending on the ratings of the counterparty. No investments are placed with any counterparty with a five-year credit default swap exceeding 250 bps. Investments in money market liquidity funds are only made with AAA rated liquidity funds and the maximum holding in any single fund is 20% of total investments. Cairn Energy PLC Annual Report and Accounts 2019 155 F I N A N C I A L S T A T E M E N T S Section 3 – Working Capital, Financial Instruments and Long-Term Liabilities continued 3.2 Loans and Borrowings Cairn has two loan facilities at the year end: the Reserve-Based Lending (“RBL”) facility available to several Group companies and the Norwegian Exploration Finance Facility (“EFF”). Reconciliation of opening and closing liabilities to cash flow movements: Opening liabilities Loan advances disclosed in the Cash Flow Statement: RBL advances in the year EFF advances in the year Loan repayments disclosed in the Cash Flow Statement: RBL repayments in the year EFF repayments in the year Other movements in Cash Flow Statement: Debt arrangement fees paid Non-cash movements: Amortisation of debt arrangement fees Foreign exchange Transfer of unamortised arrangement fees to prepayments Transferred to liabilities held-for-sale (see note 6.2) Closing liabilities Amounts due less than one year: EFF Amounts due greater than one year: RBL facility Year ended 31 December 2019 US$m Year ended 31 December 2018 US$m 101.7 20.0 27.4 47.4 (105.0) (29.0) (134.0) 29.8 85.0 32.4 117.4 – (31.2) (31.2) – (10.4) 1.9 (1.6) 8.5 (23.9) – – – – – (3.9) – – 101.7 26.2 75.5 101.7 Debt arrangement fees of US$10.4m paid in 2018 (2019: US$nil) relate to both the RBL (US$9.5m) and the EFF (US$0.9m). Foreign exchange differences also relate to both facilities. Unamortised fees relating to the RBL at 31 December 2019 have been reclassified as prepayments pending further drawdowns on the facility that are currently forecast. Details of guarantees granted under these facilities can be found in note 7.3. RBL The Group’s RBL facility was undrawn at 31 December 2019 with the opening balance of cash drawings of US$85.0m, advanced during 2018, fully repaid in the year. Cairn signed an extension to its existing RBL facility with a syndicate of international banks, effective on 20 December 2018. Interest on outstanding debt is charged at the appropriate LIBOR for the currency drawn plus an applicable margin. The facility remains subject to biannual redeterminations, has a market standard suite of covenants and is cross-guaranteed by all Group companies party to the facility. Debt is repayable in line with the amortisation of bank commitments over the period from 1 July 2022 to the extended final maturity date of 31 December 2025. Under IFRS 9, the extension of the facility to December 2025 constituted substantially different terms from the original and as such the financial liability relating to the original facility was extinguished on the date of the extension and replaced with a new liability based on the revised terms. This resulted in the acceleration of the amortisation of borrowing costs relating to the previous facility, resulting in a charge of US$15.1m to the Income Statement in 2018. Total commitments remain unchanged at US$575.0m under the revised facility, but an accordion feature permits additional future commitments of up to US$425.0m. The maximum available drawdown at 31 December 2019 was US$317.0m. The facility can also be used for general corporate purposes and may also be used to issue letters of credit and performance guarantees for the Group of up to US$250.0m. EFF As at 31 December 2019, US$24.4m (NOK 214.2m) (2018: US$27.1m (NOK 233.8m)) was drawn under the Norwegian EFF, before offsetting capitalised fees. The liability outstanding at 31 December 2019 has been reclassified as a liability held-for-sale (see note 6.2). During the year, US$27.4m was drawn under the facility and US$29.0m repaid following receipt of the tax refund. 156 Cairn Energy PLC Annual Report and Accounts 2019 F I N A N C I A L S T A T E M E N T S Section 3 – Working Capital, Financial Instruments and Long-Term Liabilities continued 3.3 Lease Liabilities Accounting Policy Lease liabilities are measured and recorded on commencement of the asset being brought in to use. Measurement is based on the lower of fair value of the asset or the net present value of fixed lease commitments under the contract. Lease payments made in excess of the fixed instalments are charged direct to the Income Statement as variable lease costs. Lease payments are allocated between capital and interest based on the rate implicit in the lease agreement. Where this is not practical to determine, the Group’s incremental borrowing rate is used. Where there are changes subsequent to initial recognition, adjustments are made to both the lease liability and the capitalised asset. The interest rate used where the rate implicit in the lease is not determinable is updated at the date of the remeasurement. No lease liability is recognised for leases where the period over which the right-of-use of an asset is obtained is forecast to be less than 12 months. Leases for low value items are not recorded as a liability but are charged as appropriate when the benefit is obtained. Reconciliation of opening and closing liabilities to cash flow movements: Opening finance lease liability brought forward IFRS 16 opening balance adjustment (note 1.3) Revised opening lease liabilities Leases commenced and revisions to leases in year: Revisions to lease liabilities Lease payments disclosed in the Cash Flow Statement as financing cash flows: Total lease payments Variable lease payments (note 2.1) Other movements in the Cash Flow Statement: Reimbursements received from lessors Non-Cash Movements: Reimbursements due transferred (from)/to other receivables Lease interest charges Foreign exchange Transferred to liabilities held-for-sale (note 6.2) Year ended 31 December 2019 US$m Year ended 31 December 2018 US$m 165.4 157.5 322.9 0.4 0.4 (85.1) 25.6 (59.5) 7.0 (3.0) 15.3 0.4 (0.6) 12.1 169.7 – 169.7 (11.5) (11.5) (30.1) 22.7 (7.4) 4.7 2.1 7.8 – – 9.9 Closing liabilities 282.9 165.4 Amounts due less than one year: Tangible development/producing assets – right-of-use assets Other property, plant & equipment – right-of-use assets Amounts due greater than one year: Tangible development/producing assets – right-of-use assets Other property, plant & equipment – right-of-use assets Total lease liabilities Comparative information has not been restated on adoption of IFRS 16. 41.0 2.1 43.1 234.0 5.8 239.8 282.9 18.5 – 18.5 146.9 – 146.9 165.4 Variable lease costs are disclosed in note 2.1. Amortisation charges on right-of-use assets relating to property, plant & equipment – development/ producing assets are disclosed in note 2.3. Depreciation charges on other right-of-use assets are disclosed in note 4.1. Costs relating to short-term leases and leases of low value assets relating to exploration and development activities are disclosed in notes 2.2 and 2.3 where material. There are no further material short-term leases or charges for leases of low value assets. Maturity analysis for lease liability is disclosed in note 3.8. The carrying value of right-of-use development/producing assets at 31 December 2019 is US$238.1m (see note 2.3) and the carrying value of right-of-use assets included in other property, plant & equipment is US$7.0m. Cairn Energy PLC Annual Report and Accounts 2019 157 F I N A N C I A L S T A T E M E N T S Section 3 – Working Capital, Financial Instruments and Long-Term Liabilities continued 3.4 Trade and Other Receivables Accounting Policy Trade receivables represent amounts due from the sale of oil and gas from the Group’s UK producing assets and royalty payments receivable from producing fields in Mongolia. Other receivables primarily represent recharges to joint operations. Joint operation receivables relate to Cairn’s interest in its oil and gas joint arrangements, including Cairn’s participating interest share of the receivables of the joint arrangements themselves. Trade receivables, other receivables and joint operation receivables, which are financial assets, are measured initially at fair value and subsequently recorded at amortised cost. A loss allowance is recognised, where material, for expected credit losses on all financial assets held at the balance sheet date. Expected credit losses are the difference between the contractual cash flows due to Cairn, and the discounted actual cash flows that are expected to be received. Where there has been no significant increase in credit risk since initial recognition, the loss allowance is equal to 12-month expected credit losses. Where the increase in credit risk is considered significant, lifetime credit losses are provided. For trade receivables a lifetime credit loss is recognised on initial recognition where material. Prepayments, which are not financial assets, are measured at historic cost. Trade receivables Other receivables Accrued income – underlift (see note 2.1) Prepayments Joint operation receivables At 31 December 2019 US$m At 31 December 2018 US$m 22.3 9.0 15.1 14.0 50.8 111.2 39.0 12.7 0.1 4.4 35.0 91.2 Trade receivables are measured at amortised cost. Revenue is recognised at the point in time where title passes to the customer and payment becomes unconditional. Following the repayment of borrowings under the RBL facility in 2019, facility fees of US$8.5m have been transferred to prepayments at 31 December 2019, to be amortised over future forecast drawdowns. See note 3.2. Where material Cairn has assessed the recoverability of trade and other receivables and no further loss allowance is recognised for expected credit losses on all financial assets held at the balance sheet date. Reconciliation of opening and closing receivables to operating cash flow movements: Opening trade and other receivables Closing trade and other receivables Increase in trade and other receivables Movements in joint operation receivables relating to investing activities Movements in prepayments and other receivables relating to other non-operating activities Other receivables transferred to assets held-for-sale (see note 6.2) Foreign exchange Trade and other receivables movement recorded in operating cash flows Year ended 31 December 2019 US$m Year ended 31 December 2018 US$m 91.2 (111.2) (20.0) 17.7 10.5 (7.3) 1.3 2.2 83.1 (91.2) (8.1) (20.8) (12.4) – (0.3) (41.6) The movements in joint operation receivables relating to investing activities relate to the Group’s share of the receivables of joint operations in respect of exploration, appraisal and development activities. Cash flow movements during the year include amounts for Norway operations. Movements relating to production activities are included in amounts through operating cash flows. Other non-operating cash flow movements for 2019 primarily relate to the reclassification of prepaid facility fees. In 2018, other non-operating cash flow movements primarily related to the release of prepaid facility fees. The increase in trade and other receivables movements through operating cash flows primarily reflects the increase in trade receivables held as at 31 December 2018. 158 Cairn Energy PLC Annual Report and Accounts 2019 Section 3 – Working Capital, Financial Instruments and Long-Term Liabilities continued F I N A N C I A L S T A T E M E N T S 3.5 Derivative Financial Instruments Non-current assets Financial assets – hedge options maturing after one year Current assets Financial assets – hedge options maturing within one year Current liabilities Financial liabilities – hedge options maturing within one year At 31 December 2019 US$m At 31 December 2018 US$m – 4.1 (1.6) 2.5 7.7 36.7 – 44.4 Cairn currently has an active commodity price hedging programme in place to protect debt capacity and support committed capital programmes. Mark-to-market gains and losses on oil price hedge options are recorded as financial assets and financial liabilities as appropriate at 31 December 2019. At 31 December 2019 the Group had hedged ~2.8m barrels of 2020 forecast Kraken and Catcher oil production, using collar and swap structures. ~1.9m barrels of production have been hedged through collars, with a weighted average floor and ceiling price of US$62.09/bbl and US$74.89/bbl respectively (all prices quoted relate to dated Brent). ~0.9m barrels of production have been hedged through swap options with a weighted average strike price of US$61.85/bbl. At 31 December 2019, no production forecast beyond 31 December 2020 had been hedged. The collars and swaps have been designated as hedges for hedge accounting. Hedge effectiveness is assessed at commencement of the option and prospectively thereafter. At the year end, the closing Brent oil price was US$66.00/bbl (2018: US$50.70/bbl). Fair value movements on the cost of the option are recorded in the Statement of Comprehensive Income in the year, with fair value losses of US$40.6m being offset by fair value gains on options that matured in the year of US$10.9m. The gain on matured options has been recycled to the Income Statement. In 2018 fair value gains of US$43.9m were offset by a loss of US$7.8m on options that matured in the year. The loss on matured options was recycled to the Income Statement. Hedge options outstanding at the year end Volume of oil production hedged Weighted average floor price of options Weighted average ceiling price of options Weighted average strike price of swaps Maturity dates Effects of hedge accounting on financial position and profit/(loss) for the year Financial assets Financial liabilities Accruals and other payables – accrued option costs Hedging (loss)/gain recorded in Other Comprehensive Income Hedging (gain)/loss recycled to Income Statement Hedging gain/(loss) recorded in Income Statement against revenue (note 2.1) At 31 December 2019 At 31 December 2018 2.8mmbbls US$62.09 US$74.89 US$61.85 January 2020 – December 2020 3.2mmbbls US$67.14 US$83.81 – January 2019 – March 2020 2019 US$m 4.1 (1.6) (2.1) (29.7) (10.9) 10.9 2018 US$m 44.4 – (3.4) 36.1 7.8 (7.8) Sensitivity Analysis Sensitivity analysis has been performed on equity movements that would arise from changes in the year end oil price forward curve and the resulting impact on the fair value of open hedge options at the year end. The sensitivity analysis considers only the impact on line items directly relating to hedge accounting (being financial assets and liabilities and fair value gains through Other Comprehensive Income) and not the impact of the change of other balance sheet items where valuation is based on the year end oil price, such as inventory. Increase/(decrease) in equity Change in year end oil price forward curve Decrease of 10% Decrease of 20% Increase of 10% Increase of 20% At 31 December 2019 US$m At 31 December 2018 US$m 12.4 26.6 (12.6) (25.5) 15.3 31.5 (13.5) (25.4) Cairn Energy PLC Annual Report and Accounts 2019 159 F I N A N C I A L S T A T E M E N T S Section 3 – Working Capital, Financial Instruments and Long-Term Liabilities continued 3.6 Trade and Other Payables Accounting Policy Trade and other payables are non-interest bearing and are measured at fair value initially then amortised cost subsequently. Joint operation payables are payables that relate to Cairn’s interest in its oil and gas joint arrangements, including Cairn’s participating interest share of the trade and other payables of the joint arrangements themselves. Where Cairn is operator of the joint operation, joint operation payables also include amounts that Cairn will settle to third parties on behalf of joint operation partners. The amount to be recovered from partners for their share of such liabilities are included within joint operation receivables. Trade payables Other taxation and social security Accruals and other payables Joint operation payables At 31 December 2019 US$m At 31 December 2018 US$m 0.9 0.9 25.4 107.4 134.6 9.7 1.4 30.9 61.1 103.1 Joint operation payables include US$71.4m (2018: US$16.4m), US$5.5m (2018: US$24.3m) and US$30.5m (2018: US$20.4m) relating to exploration/ appraisal assets, development/producing assets and production costs respectively. The increase in payables for exploration/appraisal assets in 2019 includes US$49.2m to be settled for the Mexican drilling campaign. Joint operation payables on development/producing assets at 31 December 2019 continue to reduce for Kraken and Catcher. Last year’s closing balance included US$9.8m relating to Nova, which was transferred to held-for-sale in 2019. Production costs have increased as oil production has improved during 2019. Reconciliation of opening and closing payables to operating cash flow movements: Opening trade and other payables Closing trade and other payables Increase/(Decrease) in trade and other payables Movement in joint operation payables relating to investing activities Movement in trade payables relating to investing activities Movements in accruals and other payables relating to non-operating activities Trade and other payables transferred to liabilities held-for-sale (see note 6.2) Foreign exchange Trade and other payables movement recorded in operating cash flows Year ended 31 December 2019 US$m Year ended 31 December 2018 US$m (103.1) 134.6 31.5 (40.4) 1.1 3.4 10.4 (1.1) 4.9 (197.8) 103.1 (94.7) 111.7 4.3 (0.9) – 2.3 22.7 Movements above for investing activities relate to exploration, appraisal and development activities through the Group’s joint operations. Movements relating to production activities are included in amounts through operating cash flows. The movement in trade and other payables recorded in the Cash Flow Statement through operating cash flows primarily arise on production activities in the UK North Sea. 160 Cairn Energy PLC Annual Report and Accounts 2019 F I N A N C I A L S T A T E M E N T S Section 3 – Working Capital, Financial Instruments and Long-Term Liabilities continued 3.7 Deferred Revenue Accounting Policy Deferred revenue, arising from a streaming agreement, is treated as cash received in advance of future oil sales. Revenue is recorded at the fair value of the consideration received and is amortised to the Income Statement on a unit-of-production basis, based on expected future volumes to which the stream provider is entitled. FlowStream deferred revenue At 1 January Released during the year At 31 December Amounts expected to be released within one year Amounts expected to be released after one year Note 2.1 2019 US$m 52.8 (17.2) 35.6 16.9 18.7 35.6 2018 US$m 74.0 (21.2) 52.8 22.0 30.8 52.8 Deferred revenue relates to the stream agreement with FlowStream entered into in 2017. 3.8 Financial Instruments Set out below is the comparison by category of carrying amounts and fair values of all the Group’s financial instruments that are carried in the Financial Statements. Financial Assets Carrying amount and fair value Financial assets at amortised cost Cash and cash equivalents Trade receivables Other receivables Joint operation receivables Accrued underlift Financial assets at fair value through profit or loss Listed equity shares Derivative financial instruments Financial assets – hedge options At 31 December 2019 US$m At 31 December 2018 US$m 146.5 22.3 9.0 50.8 15.1 5.1 4.1 252.9 66.3 39.0 12.7 35.0 0.1 6.9 44.4 204.4 Due to the short-term nature of financial assets held at amortised cost, their carrying amount is considered to be the same as their fair value. There are no material impairments of financial assets held on the balance sheet at either 31 December 2018 or 2019. All the Group’s financial assets are expected to mature within one year. (2018: all less than one year, other than hedge options which extended into 2020). Cairn Energy PLC Annual Report and Accounts 2019 161 F I N A N C I A L S T A T E M E N T S Section 3 – Working Capital, Financial Instruments and Long-Term Liabilities continued 3.8 Financial Instruments Continued Financial Liabilities Carrying amount and fair value Financial liabilities at amortised cost Trade payables Joint operation payables Accruals and other payables Loans and borrowings Lease liabilities Derivative financial instruments Financial liabilities – hedge options At 31 December 2019 US$m At 31 December 2018 US$m 0.9 107.4 25.4 – 282.9 1.6 418.2 9.7 61.1 30.9 101.7 – – 203.4 The fair value of financial assets and liabilities, other than the listed equity shares and hedge options, has been calculated by discounting the expected future cash flows at prevailing interest rates. Comparative information has not been restated on adoption of IFRS 16. Maturity analysis of financial liabilities The expected financial maturity of the Group’s financial liabilities at 31 December 2019 is as follows: Financial liabilities at amortised cost Trade payables Joint operation payables Accruals and other payables Lease liabilities Financial liabilities – hedge options < 1 year US$m 1-2 years US$m 2-5 years US$m >5 years US$m 0.9 107.4 25.4 43.1 1.6 178.4 – – – 43.1 – 43.1 – – – 123.0 – 123.0 – – – 73.7 – 73.7 The expected financial maturity of the Group’s financial liabilities at 31 December 2018 was as follows: Financial liabilities at amortised cost Trade payables Joint operation payables Accruals and other payables Loans and borrowings < 1 year US$m 1-2 years US$m 2-5 years US$m >5 years US$m 9.7 61.1 30.9 26.2 127.9 – – – – – – – – – – – – – 75.5 75.5 162 Cairn Energy PLC Annual Report and Accounts 2019 F I N A N C I A L S T A T E M E N T S Section 3 – Working Capital, Financial Instruments and Long-Term Liabilities continued 3.8 Financial Instruments Continued Fair Value Cairn holds listed equity shares, being the residual shareholding in Vedanta Limited as a financial asset at fair value through profit or loss. The Group determines and discloses the fair value by reference to the quoted (unadjusted) prices in active markets for those shares at the measurement date. The Group also holds hedge options which are held at fair value determined by models which have observable inputs. The Group held the following financial instruments measured at fair value: Assets measured at fair value – Level 1 Financial assets at fair value through profit or loss Listed equity shares Assets measured at fair value – Level 2 Derivative financial instruments Financial assets – hedge options Liabilities measured at fair value – Level 2 Derivative financial instruments Financial liabilities – hedge options At 31 December 2019 US$m At 31 December 2018 US$m 5.0 6.9 4.1 44.4 (1.6) 7.5 – 51.3 3.9 Financial Risk Management: Objectives and Policies The main risks arising from the Group’s financial instruments are commodity price risk, liquidity risk, credit risk and foreign currency risk. The Board of Cairn Energy PLC, through the Treasury Subcommittee, reviews and agrees policies for managing each of these risks and these are summarised below. The Group’s Treasury function and Executive Team as appropriate are responsible for managing these risks, in accordance with the policies set by the Board. Management of these risks is carried out by monitoring of cash flows, investment and funding requirements using a variety of techniques. These potential exposures are managed while ensuring that the Company and the Group have adequate liquidity at all times in order to meet their immediate cash requirements. There are no significant concentrations of risks unless otherwise stated. The Group does not enter into or trade financial instruments, including derivatives, for speculative purposes. The primary financial assets and liabilities comprise cash, short- and medium-term deposits, money market liquidity funds, listed equity shares, intra-group loans and other receivables and financial liabilities held at amortised cost. The Group’s strategy has been to finance its operations through a mixture of retained profits, bank borrowings and other production-related streaming agreements. Other alternatives such as equity issues and other forms of non-investment-grade debt finance are reviewed by the Board, when appropriate. Commodity Price Risk Commodity price risk arises principally from the Group’s North Sea production, which could adversely affect revenue and debt availability due to changes in commodity prices. The Group measures commodity price risk through an analysis of the potential impact of changing commodity prices. Based on this analysis and considering materiality and the potential business impact, the Group may choose to hedge. Linked to production in the UK North Sea, the Group continued to hedge during 2019 in order to protect debt capacity and support committed capital programmes. Details of current hedging arrangements, together with oil price sensitivity analysis, can be found in note 3.5. Transacted derivatives are designated, where possible, in cash flow hedge relationships to minimise accounting income statement volatility. The Group is required to assess the likely effectiveness of any proposed cash flow hedging relationship and demonstrate that the hedging relationship is expected to be highly effective prior to entering into a hedging instrument and at subsequent reporting dates. Cairn Energy PLC Annual Report and Accounts 2019 163 F I N A N C I A L S T A T E M E N T S Section 3 – Working Capital, Financial Instruments and Long-Term Liabilities continued 3.9 Financial Risk Management: Objectives and Policies Continued Liquidity Risk The Group closely monitors and manages its liquidity risk using both short- and long-term cash flow projections, supplemented by debt and equity financing plans and active portfolio management. Cash forecasts are regularly produced and sensitivities run for different scenarios including, but not limited to, changes in asset production profiles and cost schedules. At the date of this report the Group is well progressed in agreeing terms for an expanded senior debt facility and is in discussions regarding additional sources of funding to support its Senegal development costs; however if these were to fail to conclude and the Group could not fully fund its share of the expenditure through to completion then the value of its investment in the project and/or its rights to participate in the project at its current equity levels may be affected. The Group runs various sensitivities on its liquidity position on a quarterly basis throughout the year. Further details are noted in the Viability Statement provided on page 37. Details of the Group’s debt facilities can be found in note 3.2. The Group is subject to quarterly forecast liquidity tests as part of the RBL facility agreement. The Group has complied with the liquidity requirements of this test at all times during the year. The Group invests cash in a combination of money market liquidity funds and term deposits with a number of international and UK financial institutions, ensuring sufficient liquidity to enable the Group to meet its short and medium-term expenditure requirements. Credit Risk Credit risk arises from cash and cash equivalents, investments with banks and financial institutions, trade receivables and joint operation receivables. Customers and joint operation partners are subject to a risk assessment using publicly available information and credit reference agencies, with follow-up due diligence and monitoring if required. Investment credit risk for investments with banks and other financial institutions is managed by the Group Treasury function in accordance with the Board-approved policies of Cairn Energy PLC. These policies limit counterparty exposure, maturity, collateral and take account of published ratings, market measures and other market information. The limits are set to minimise the concentration of risks and therefore mitigate the risk of financial loss through counterparty failure. It is Cairn’s policy to invest with banks or other financial institutions that, firstly, offer the greatest degree of security in the view of the Group and, secondly, the most competitive interest rates. Repayment of principal is the overriding priority and this is achieved by diversification and shorter maturities to provide flexibility. The Board continually re-assesses the Group’s policy and updates as required. At the year end the Group does not have any significant concentrations of bad debt risk. As at 31 December 2019 the Group had investments with nine counterparties (2018: seven) to ensure no concentration of counterparty investment risk. The increase in the number of counterparties holding investments reflects the Group’s increased cash balance. At 31 December 2019 and at 31 December 2018 all of these investments were instant access. The maximum credit risk exposure relating to financial assets is represented by the carrying value as at the balance sheet date. Foreign Currency Risk Cairn manages exposures that arise from non-functional currency receipts and payments by matching receipts and payments in the same currency and actively managing the residual net position. The Group also aims where possible to hold surplus cash, debt and working capital balances in the functional currency of the subsidiary, thereby matching the reporting currency and functional currency of most companies in the Group. This minimises the impact of foreign exchange movements on the Group’s Balance Sheet. Where residual net exposures do exist and they are considered significant, the Company and Group may from time to time opt to use derivative financial instruments to minimise exposure to fluctuations in foreign exchange and interest rates. The following table demonstrates the sensitivity to movements in the US$:GBP and US$:NOK exchange rates, with all other variables held constant, on the Group’s monetary assets and liabilities. These are considered to be reasonably possible changes for the purposes of sensitivity analysis. The Group’s exposure to foreign currency changes for all other currencies is not material. 10% increase in GBP to US$ 10% decrease in GBP to US$ 10% increase in NOK to US$ 10% decrease in NOK to US$ At 31 December 2019 At 31 December 2018 Effect on profit before tax US$m Effect on equity US$m Effect on loss before tax US$m (31.6) 31.6 – – (16.3) 16.3 0.6 (0.6) (55.1) 55.1 0.1 (0.1) Effect on equity US$m (14.2) 14.2 13.2 (13.2) 164 Cairn Energy PLC Annual Report and Accounts 2019 F I N A N C I A L S T A T E M E N T S Section 4 – Income Statement Analysis This section contains further Income Statement analysis, including segmental analysis, details of employee benefits payable in the year and finance income and costs. Comparative information has been restated where applicable following the reclassification of the results from the Group’s Norwegian subsidiary as discontinued operations. Significant Accounting Judgements in This Section: Segmental Disclosures and Discontinued Operations IFRS 8 ‘Operating Segments’ does not provide guidance as to whether segment disclosures apply to discontinued operations. Cairn’s sale of Capricorn Norge AS to Sval Energi AS was announced in November 2019 and completed on 28 February 2020. As the Cairn Board continued to review the results of the UK & Norway segment (including the results of Capricorn Norge AS) throughout the period under review, Cairn has presented segmental disclosures inclusive of the results of the discontinued operation. Key Estimates and Assumptions in This Section: There are several key estimates and assumptions used in the calculation of the Group’s share-based payment charges. These are detailed in note 4.4 (b). 4.1 Segmental Analysis Operating Segments Cairn’s strategy is to create, add and realise value from a balanced portfolio within a self-funding business model. Each business unit is headed by a Regional Director (a Regional Director may be responsible for more than one business unit) and the Board monitors the results of each segment separately for the purposes of making decisions about resource allocation and performance assessment. During 2019, Cairn had four reportable operating segments: Senegal, UK & Norway, LATAM (Latin America) and East Atlantic. The Senegal operating segment is focused on the development of the Sangomar discovery. The UK & Norway segment includes exploration activity in the North Sea, Norwegian Sea and Barents Sea and includes the Nova development asset and Kraken and Catcher producing assets. With effect from 1 January 2019, the International business unit has been separated into two: the LATAM segment includes costs of the Mexican exploration drilling programme and exploration activity in Nicaragua and Suriname, while East Atlantic includes costs associated with interests in Ireland, Côte d’Ivoire and Mauritania. Effective 1 January 2020, the UK & Norway segment has been separated into UK and Norway segments. Norwegian assets and liabilities were classified as held-for-sale at 31 December 2019 (see note 6.2). The Other Cairn Energy Group segment exists to accumulate the activities and results of the Parent and other holding companies together with other unallocated expenditure and net assets/liabilities including amounts of a corporate nature not specifically attributable to any of the business units. Non-current assets as analysed on a segmental basis consist of: intangible exploration/appraisal assets; property, plant & equipment – development/producing assets; intangible assets – goodwill; and other property, plant & equipment and intangible assets. Geographical information: non-current assets Senegal UK Norway Goodwill UK & Norway Mexico Suriname LATAM Côte d’Ivoire Ireland Mauritania Israel East Atlantic Other UK At 31 December 2019 US$m At 31 December 2018 US$m 521.9 463.0 1,047.7 – – 1,047.7 941.9 160.3 125.8 1,228.0 49.0 9.2 58.2 15.2 – 9.8 0.3 25.3 11.7 31.0 1.7 32.7 – 14.8 7.4 – 22.2 5.8 Total non-current assets 1,664.8 1,751.7 Cairn Energy PLC Annual Report and Accounts 2019 165 F I N A N C I A L S T A T E M E N T S Section 4 – Income Statement Analysis continued 4.1 Segmental Analysis Continued The segment results for the year ended 31 December 2019 are as follows: Revenue Cost of sales Depletion and amortisation charges Gross profit Pre-award costs Unsuccessful exploration costs Depreciation – purchased assets Amortisation – right-of-use assets Amortisation of other intangible assets Other administrative expenses/income Reversal of impairment of property, plant & equipment – development/producing assets Impairment of goodwill Profit on disposal of development assets (note 6.2) Impairment of disposal group (note 6.2) Operating profit/(loss) Loss on fair value of financial assets Interest income Finance costs Profit/(Loss) before taxation from continuing operations Tax credit/(charge) Profit/(Loss) for the year from continuing operations Loss from discontinued operations Profit/(Loss) attributable to equity holders of the Parent Balances as at 31 December 2019: Capital expenditure Total assets Total liabilities Non-current assets Senegal US$m – – – – – – – – – – – – – – – – – – – – – – – UK & Norway US$m 532.3 (73.1) (217.2) 242.0 (4.8) (44.6) (0.2) (0.4) (0.7) (0.8) 147.3 (79.0) 0.7 (65.7) LATAM US$m – – – – (5.0) (84.7) (0.2) (0.1) – (0.1) – – – – East Atlantic US$m Other Cairn Energy Group US$m Group adjustment for segments US$m – – – – (2.3) (16.4) – – – – – – – – 1.1 – – 1.1 (9.1) – (0.2) (1.8) (2.4) (26.9) – – – – – – – – 4.0 38.7 0.2 0.4 0.7 0.2 – – (0.7) 65.7 Total US$m 533.4 (73.1) (217.2) 243.1 (17.2) (107.0) (0.4) (1.9) (2.4) (27.6) 147.3 (79.0) – – 193.8 (90.1) (18.7) (39.3) 109.2 154.9 – 0.8 (20.8) 173.8 90.0 – – (0.4) (90.5) (0.3) – – – (1.8) 2.6 (22.2) (18.7) (60.7) – – 263.8 (90.8) (18.7) (60.7) – – – – 263.8 (90.8) (18.7) (60.7) – (0.4) 6.8 115.6 (90.0) 25.6 (25.6) – – (1.8) 3.0 (36.6) 119.5 (0.3) 119.2 (25.6) 93.6 313.0 58.9 123.1 109.9 522.1 1,391.7 9.9 541.9 521.9 1,047.7 91.1 51.2 58.2 1.6 19.5 30.7 174.3 (120.9) 2,089.0 6.5 144.9 (120.9) 633.5 25.3 11.7 – 1,664.8 All revenue in the UK & Norway segment is attributable to the sale of oil and gas in the UK. 38% of the Group’s sales of oil and gas are to a single customer that markets the crude on Cairn’s behalf and delivers it to the ultimate buyers. Cairn has a cash pooling arrangement which is used to offset overdrafts in some subsidiaries with cash balances in other subsidiaries. For segmental disclosure, the overdraft in each segment is shown as a liability and the offset is shown in the Group adjustment column. All transactions between the segments are carried out on an arm’s length basis, other than where inter-group loans are made interest-free or at interest rates below market value. 166 Cairn Energy PLC Annual Report and Accounts 2019 Section 4 – Income Statement Analysis continued 4.1 Segmental Analysis Continued The segment results for the year ended 31 December 2018 were as follows: Senegal US$m UK & Norway US$m LATAM* (restated) US$m East Atlantic* (restated) US$m Other Cairn Energy Group US$m Revenue Cost of sales Depletion and amortisation charges Gross profit Pre-award costs Unsuccessful exploration costs Other operating income Loss on disposal of intangible exploration/appraisal assets Depreciation Amortisation of other intangible assets Other administrative expenses Impairment of property, plant & equipment – development/ producing assets Operating (loss)/profit Loss on derecognition of financial assets Loss on fair value of financial assets Interest income Other finance income and costs Profit/(Loss) before taxation from continuing operations Tax credit Profit/(Loss) for the year from continuing operations Loss for the year from discontinued operations Profit/(Loss) attributable to equity holders of the Parent Balances as at 31 December 2018: Capital expenditure Total assets Total liabilities Non-current assets * Previously combined as International – – – – – – – – – – – – – – – 0.1 – 0.1 – 0.1 – 0.1 409.1 (131.4) (171.2) 106.5 (6.8) (62.6) – (4.5) (0.4) (0.4) (1.7) (166.3) (136.2) – – 0.1 (21.9) (158.0) 41.1 (116.9) – (116.9) 28.5 147.7 470.5 1,532.7 16.9 585.6 463.0 1,228.0 F I N A N C I A L S T A T E M E N T S Group adjustment for segments (restated) US$m Total (restated) US$m – – – – 3.9 42.7 – 4.5 0.4 0.4 1.2 410.3 (131.4) (171.2) 107.7 (21.5) (5.5) 5.0 – (0.6) (2.3) (45.5) – – – – (5.2) – – – – – (0.3) – – – – – (6.2) 14.4 5.0 – – – (0.3) – 1.2 – – 1.2 (7.2) – – – (0.6) (2.3) (44.4) – – (166.3) (5.5) 12.9 (53.3) 53.1 (129.0) – – – – (5.5) – (5.5) – (5.5) 19.7 42.0 2.4 32.7 – – – – 12.9 – (713.1) (352.2) 1.5 1.6 (1,115.5) 89.4 12.9 (1,026.1) – – – – – 1.3 54.4 (41.1) 13.3 (13.3) (713.1) (352.2) 1.7 (19.0) (1,211.6) 89.4 (1,122.2) (13.3) 12.9 (1,026.1) – (1,135.5) (1.9) 0.8 – 194.8 40.4 2.2 22.2 82.2 (166.3) 2,001.5 170.6 (166.3) 611.4 5.8 – 1,751.7 All revenue in the UK & Norway segment was attributable to the sale of oil and gas in the UK. 48.7% of the Group’s sales of oil and gas were to a single customer that marketed the crude on Cairn’s behalf and delivered it to the ultimate buyers. 4.2 Pre-Award Costs UK LATAM and East Atlantic (previously International) Other Year ended 31 December 2019 US$m Year ended 31 December 2018 (restated) US$m 0.8 7.3 9.1 17.2 2.9 11.4 7.2 21.5 Pre-award costs represent time costs, legal fees and other direct charges incurred in pursuit of new opportunities in regions which complement the Group’s current licence interests and risk appetite. Cairn Energy PLC Annual Report and Accounts 2019 167 F I N A N C I A L S T A T E M E N T S Section 4 – Income Statement Analysis continued 4.3 Administrative Expenses Administrative expenses – recurring departmental expenses and corporate projects Administrative expenses – Indian tax arbitration costs (see note 5.5) Year ended 31 December 2019 US$m Year ended 31 December 2018 (restated) US$m 29.3 3.0 32.3 25.5 22.9 48.4 Operating Lease Commitments Administration costs during 2018 included operating lease charges for land and buildings representing the costs of Cairn’s head office in Edinburgh and subsidiary offices globally. Operating lease commitments are disclosed prior to recovery of costs through the Group’s timewriting recharges. Administrative costs – land and buildings Not later than one year After one year but no more than five years At 31 December 2019 US$m At 31 December 2018 (restated) US$m – – – 2.4 8.4 10.8 Following adoption of IFRS 16, Cairn no longer classifies any lease agreements as operating leases. See note 1.3. 4.4 Employee Benefits: Staff Costs, Share-Based Payments and Directors’ Emoluments a) Staff Costs Wages and salaries Social security costs Other pension costs Share-based payments Year ended 31 December 2019 Year ended 31 December 2018 Continuing operations US$m Discontinued operations US$m 27.5 4.7 2.3 9.6 44.1 8.6 1.5 0.7 2.3 13.1 Total US$m 36.1 6.2 3.0 11.9 57.2 Continuing operations US$m Discontinued operations US$m 28.5 2.3 1.5 11.8 44.1 7.4 1.2 0.7 2.9 12.2 Total US$m 35.9 3.5 2.2 14.7 56.3 Staff costs are shown gross before amounts recharged to joint operations and include staff employed in Norway in discontinued operations. The share-based payments charge represents amounts in respect of equity-settled options. The monthly average number of full-time equivalent employees, including Executive Directors and individuals employed by the Group working on joint operations, was: Continuing operations: UK Mexico Senegal Discontinued operations: Norway Number of employees Monthly average 2019 Monthly average 2018 154 5 3 162 41 203 148 3 5 156 32 188 168 Cairn Energy PLC Annual Report and Accounts 2019 Section 4 – Income Statement Analysis continued 4.4 Employee Benefits: Staff Costs, Share-Based Payments and Directors’ Emoluments Continued b) Share-Based Payments Income Statement charge Included within gross staff costs (continuing operations): SIP Share Options – Unapproved Plan LTIP Employee Share Scheme F I N A N C I A L S T A T E M E N T S Year ended 31 December 2019 US$m Year ended 31 December 2018 US$m 0.6 – 7.7 1.3 9.6 0.7 0.1 9.4 1.6 11.8 Details of those awards with a significant impact on the results for the current and prior year are given below together with a summary of the remaining awards. Disclosures shown below include both continuing and discontinued operations. Share-based payment schemes and awards details The Group operates a number of share award schemes for the benefit of its employees. The number of share awards made by the Company during the year is given in the table below together with their weighted average fair value (“WAFV”) and weighted average grant or exercise price (“WAGP/WAEP”): SIP – free shares SIP – matching shares LTIP Employee Share Scheme Year ended 31 December 2019 Year ended 31 December 2018 WAFV £ 1.64 1.67 0.81 1.01 WAGP/ WAEP £ 1.64 1.67 1.68 1.70 Number of shares 331,445 246,112 9,662,172 1,607,911 11,847,640 WAFV £ 2.16 2.23 0.98 1.26 WAGP/ WAEP £ 2.16 2.23 2.11 2.09 Number of shares 251,415 183,664 7,828,845 1,131,222 9,395,146 The awards existing under the LTIP with the weighted average grant price (‘WAGP’) are as follows: At 1 January Granted during the year Exercised during the year Lapsed during the year At 31 December 2019 2018 Number of shares 27,336,846 9,662,172 (1,834,262) (8,978,291) WAGP £ 2.03 1.68 1.89 1.94 Number of shares 28,567,535 7,828,845 (5,005,033) (4,054,501) 26,186,465 1.94 27,336,846 WAGP £ 1.95 2.11 1.82 1.88 2.03 The weighted average remaining contractual life of outstanding awards under the LTIP at 31 December 2019 was 1.3 years (2018: 1.0 years) The awards existing under all share schemes other than the LTIP with the weighted average of the grant price, exercise price and notional exercise prices (“WAGP/WAEP”) are as follows: At 1 January Granted during the year Exercised during the year Lapsed during the year At 31 December 2019 2018 Number of shares WAGP/WAEP £ Number of shares WAGP/WAEP £ 9,595,198 2,185,468 (300,284) (1,350,614) 10,129,768 1.99 1.68 1.96 1.94 1.93 9,550,872 1,566,301 (1,270,878) (251,097) 9,595,198 1.99 2.12 1.96 2.85 1.99 The weighted average remaining contractual life of outstanding awards under all other schemes at 31 December 2019 was 7.0 years (2018: 7.3 years). Cairn Energy PLC Annual Report and Accounts 2019 169 F I N A N C I A L S T A T E M E N T S Section 4 – Income Statement Analysis continued 4.4 Employee Benefits: Staff Costs, Share-Based Payments and Directors’ Emoluments Continued b) Share-Based Payments continued Assumptions and inputs The fair value of the Cairn Energy PLC LTIP scheme awards was calculated using a Monte Carlo model. The primary inputs to the model are consistent with those of the other share award schemes, though vesting percentages for LTIPs can be above 100%. For details on the vesting conditions attached to the LTIPs refer to the Directors’ Remuneration Report on page 116. The other Cairn Energy PLC share awards during 2019 were also valued using a Monte Carlo model. Awards in prior years were valued similarly. Cairn Energy PLC share options were exercised on a regular basis throughout the year, subject to the normal employee dealing bans imposed by the Company at certain times. The weighted average share price during the year was £1.76 (2018: £2.14). The main inputs to the models include the number of options, share price, leaver rate, trigger points, discount rate and volatility. – Leaver rate assumptions are based on past history of employees leaving the Company prior to options vesting and are revised to equal the number of options that ultimately vest. – Trigger points are based on the length of time after the vesting periods for awards in 2019: further details are below. – The risk-free rate is based on the yield on a zero-coupon government bond with a term equal to the expected term on the option being valued. – Volatility was determined as the annualised standard deviation of the continuously compounded rates of return on the shares of a peer group of similar companies selected from the FTSE, as disclosed in the Directors’ Remuneration Report on page 119, over a three-year period to the date of award. The following assumptions and inputs apply: Scheme name SIP LTIP Employee Share Scheme Volatility Risk-free rate per annum 0% 0% 31% – 37% 0.25% – 1.41% 31% – 37% 0.18% – 1.30% Lapse due to withdrawals per annum 0% 0% 5% Employee exercise trigger point assumptions For 2019 awards, the assumption used for the Employee Share Scheme and the majority of the LTIP awards is that employees will exercise 35% in the year following the three-year anniversary of the award, and the same in the subsequent year, then 10% in each of the three subsequent years. The LTIP awards exercise assumption for Directors and more senior employees is that awards shall be exercised 50% at the end of the two-year holding period, being the five-year anniversary date, and the remaining 50% on the six-year anniversary date. c) Directors’ Emoluments and Remuneration of Key Management Personnel Details of each Director’s remuneration, pension entitlements, share options and awards pursuant to the LTIP are set out in the Directors’ Remuneration Report on pages 94 to 123. Directors’ remuneration, their pension entitlements and any share awards vested during the year are provided in aggregate in note 8.7. Remuneration of key management personnel The remuneration of the Directors of the Company and of the members of the management and corporate teams who are the key management personnel of the Group is set out below in aggregate. Short-term employee benefits Post-employment benefits Share-based payments Year ended 31 December 2019 US$m Year ended 31 December 2018 US$m 6.7 0.4 3.2 10.3 6.9 0.4 4.0 11.3 In addition, employer’s national insurance contributions for key management personnel in respect of short-term employee benefits were US$0.9m (2018: US$0.9m). Share-based payments shown above represent the cost to the Group of key management personnel’s participation in the Company’s share schemes, measured under IFRS 2. During 2019, no shares awarded to key management personnel vested under the LTIP (2018: 1,460,908). 170 Cairn Energy PLC Annual Report and Accounts 2019 Section 4 – Income Statement Analysis continued 4.5 Finance Income Bank and other interest receivable Gain on mark-to-market financial instruments Exchange gain 4.6 Finance Costs Loan interest and facility fee amortisation Other finance charges Unwinding of discount – provisions Lease interest Exchange loss F I N A N C I A L S T A T E M E N T S Year ended 31 December 2019 US$m Year ended 31 December 2018 (restated) US$m 3.0 – – 3.0 1.5 0.3 17.0 18.8 Year ended 31 December 2019 US$m Year ended 31 December 2018 (restated) US$m 10.3 3.7 2.6 15.3 4.7 36.6 23.2 2.8 2.3 7.8 – 36.1 Loan interest and facility fee amortisation includes US$1.6m (2018: US$15.1m) of facility fees relating to the RBL facilities, which are amortised over the expected useful life of the facility. Following the extension to the facility in 2018, accounted for as a replacement of the original facility under IFRS 9, all costs of the initial facility (US$15.1m) were amortised in the preceding year. The increase in lease interest charges results from the adoption of IFRS 16. See note 3.3. 4.7 Earnings per Ordinary Share Basic and diluted earnings per share are calculated using the following measures of profit/(loss): Profit/(Loss) and diluted profit/(loss) after taxation from continuing operations Profit/(Loss) and diluted profit/(loss) attributable to equity holders of the Parent The following reflects the share data used in the basic and diluted earnings per share computations: Weighted average number of shares Less weighted average shares held by ESOP and SIP Trusts Basic weighted average number of shares Potential dilutive effect of shares issuable under employee share plans: LTIP awards Approved and unapproved plans Employee share awards Diluted weighted average number of shares Potentially issuable shares not included above: LTIP awards Approved and unapproved plans Employee share awards Number of potentially issuable shares * 2018 potentially issuable shares were all anti-dilutive due to the loss for the year. Year ended 31 December 2019 US$m Year ended 31 December 2018 US$m 119.2 93.6 (1,122.2) (1,135.5) Number of shares 2019 ‘000 589,524 (7,728) Number of shares 2018 ‘000 588,032 (7,502) 581,796 580,530 4,055 43 1,886 – – – 587,780 580,530 20,877 2,734 1,679 27,337 3,341 4,174 25,290 34,852* Cairn Energy PLC Annual Report and Accounts 2019 171 F I N A N C I A L S T A T E M E N T S Section 5 – Taxation This section highlights the Group’s taxation policies, including both the accounting policy and wider strategy and governance policies. Details can also be found on unrecognised deferred tax assets existing at the year end. This section also includes details of the contingent liability relating to the Indian tax dispute where the award from the arbitration is expected in 2020. Significant Accounting Judgements in This Section: Deferred Taxation At each reporting date, Cairn reviews UK unused tax losses and allowances to assess whether it is probable that taxable profits will be available against which the Group can utilise these losses and allowances and whether or not a deferred tax asset should be recognised. At 31 December 2018 and 2019, Cairn concluded that no deferred tax asset should be recognised. At 31 December 2019, the goodwill impairment test, performed over the UK & Norway operating segment, identified an impairment with the subsequent charge reducing the carrying value of assets in the segment to their fair value. No deferred tax asset can therefore be recognised as it is unlikely that there will be further profits available against which a deferred tax asset could be recovered. At 31 December 2018, though no impairment of goodwill was identified, the carrying value of assets in the UK & Norway segment did not materially differ from their fair value, again preventing the recognition of any deferred tax asset for similar reasons. Contingent Liability – Indian Tax Cairn continues to resolutely defend the Group’s position in India following the tax assessment order and demand notice issued by the Indian Income Tax Department. Final hearings in the international arbitration proceedings were held in 2018 with the award of the arbitration panel expected in 2020. Cairn remains confident that the Group will be successful in the arbitration and therefore no provision is made in the Financial Statements for any amount demanded by the Indian Income Tax Department. Full details on the contingent liability are given in note 5.5. Key Estimates and Assumptions in This Section: In determining whether future taxable profits are available to recognise deferred tax assets, Cairn uses the same economic models that are used for impairment testing. The key assumptions are therefore consistent with those detailed in section 2. Accounting Policy The total tax charge or credit represents the sum of current tax and deferred tax. The current tax charge or credit is based on the taxable profit or loss for the year. Taxable profit or loss differs from net profit or loss as reported in the Income Statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. In Norway, tax refunds may be claimed on qualifying exploration activities and related overhead costs; the tax refundable is included as a tax credit in the period in which the qualifying expenditure is incurred. Where there are uncertain tax positions, Cairn assesses whether it is probable that the position adopted in tax filings will be accepted by the relevant tax authority, with the results of this assessment determining the accounting that follows. Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the Financial Statements and the corresponding tax bases used in the computation of taxable profit or loss. Deferred tax assets are recognised for deductible temporary differences that exist only where it is probable that taxable profits will be generated against which the carrying value of the deferred tax asset can be recovered. Deferred tax liabilities are recognised for all taxable temporary differences except in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint operations where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. A deferred tax asset or liability is not recognised if a temporary difference arises on initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss. However, where the recognition of an asset is associated with an interest in a joint operation, which applies to all Cairn’s intangible exploration/appraisal assets and property, plant & equipment – development/producing asset additions, and Cairn is not able to control the timing of the reversal of the temporary difference or the temporary difference is expected to reverse in the foreseeable future, a deferred tax asset or liability shall be recognised. Current and deferred tax is calculated using tax rates and laws that have been enacted or substantively enacted by the balance sheet date. 172 Cairn Energy PLC Annual Report and Accounts 2019 F I N A N C I A L S T A T E M E N T S Section 5 – Taxation continued 5.1 Tax Strategy and Governance The Group’s tax strategy is fully aligned with its overarching business objectives and principles. Cairn aims to be a good corporate citizen, managing its tax affairs in a transparent and responsible manner in all the jurisdictions in which it operates. Cairn is committed to having open and constructive relationships with all tax authorities. Since 2017 the Group’s UK activities have included production income on the Catcher and Kraken assets. Due to the level of costs incurred in developing the fields there are no taxable profits in 2018 or 2019 and it is unlikely that any taxable profits will be realised for several years. Taxable profits in other jurisdictions, where Cairn’s assets are at various stages of the value creation cycle, are also minimal with cash payments of corporation taxes made only in Mexico totalling US$0.5m (of which US$0.2m was an overpayment) during the year (2018: US$nil). Cairn undertakes tax planning that supports the business and reflects commercial and economic activity. The Group’s policy is to not enter into any artificial tax avoidance schemes but to build and maintain strong collaborative working relationships with all relevant tax authorities based on transparency and integrity. The Group aims for certainty in relation to the tax treatment of all items; however, it is acknowledged that this will not always be possible, for example where transactions are complex or there is a lack of maturity in the tax regime in the relevant jurisdiction in which the Group is operating. In such circumstances Cairn will seek external advice where appropriate and ensure that the approach adopted in any relevant tax return includes full disclosure of the position taken. 5.2 Tax Charge/(Credit) on Profit/(Loss) for the Year Analysis of Tax Charge/(Credit) on Profit/(Loss) for the Year Current tax charge: Overseas corporation taxes Deferred tax credit: Deferred tax on valuation of financial assets at fair value through profit or loss Total tax charge/(credit) on profit/(loss) from continuing operations Year ended 31 December 2019 US$m Year ended 31 December 2018 (restated) US$m 0.3 0.3 – – 0.3 – – (89.4) (89.4) (89.4) Factors Affecting Tax Charge/(Credit) for the Year A reconciliation of the income tax charge/(credit) applicable to the profit/(loss) before income tax to the UK statutory rate of income tax is as follows: Profit/(Loss) before taxation from continuing operations Year ended 31 December 2019 US$m Year ended 31 December 2018 (restated) US$m 119.5 (1,211.6) Profit/(Loss) before tax multiplied by the UK statutory rate of corporation tax of 19% (2018: 19%) 22.7 (230.2) Effect of: Special tax rates and reliefs applying to oil and gas activities Impact on deferred tax of adjustments in respect of prior years Temporary differences not recognised Disposal of financial assets held at fair value through profit or loss Permanent items (non-taxable)/non-deductible Other Total tax charge/(credit) on profit/(loss) from continuing operations 64.4 (3.3) (100.2) – 16.6 0.1 0.3 (33.7) – 46.8 135.5 3.6 (11.4) (89.4) The reconciliation shown above has been based on the average UK statutory rate of corporation tax for 2019 of 19% (2018: 19%). The UK main rate of corporation tax is currently 19% (2018: 19%). The applicable UK statutory tax rate applying to North Sea oil and gas activities is 40% (2018: 40%). The effect of special tax rates and reliefs applying to oil and gas activities of US$64.4m (2018: US$(33.7)m) comprises US$68.2m (2018: US$(24.2)m) in respect of differences between the average UK statutory rate and the special rates applying to oil and gas activities in the UK and US$(3.8)m (2018: US$(9.5)m) in respect of the UK ring fence expenditure supplement (“RFES”) claimed in the year. Cairn Energy PLC Annual Report and Accounts 2019 173 F I N A N C I A L S T A T E M E N T S Section 5 – Taxation continued 5.2 Tax Charge/(Credit) on Profit/(Loss) for the Year Continued Factors Affecting Tax Charge/(Credit) for the Year Continued The effect of temporary differences not recognised of US$(100.2)m (2018: US$46.8m) includes: – a US$(125.9)m (2018: US$58.7m) movement in the year in respect of the unrecognised deferred tax asset on UK supplementary charge losses and the deferred tax liability on UK ring fence temporary differences in respect of non-current assets; – US$8.9m (2018: US$(2.7)m) unsuccessful exploration costs on which future tax relief is available but the expenditure has been expensed through the Income Statement; – US$6.7m (2018: US$2.4m) in respect of the carry forward of UK tax losses on which no deferred tax asset was recognised; – US$10.1m (2018: US$nil) on overseas tax losses and other temporary differences arising in the period on which no deferred tax was recognised; and – in 2018 a US$(11.6)m (2019: US$nil) movement in the unrecognised deferred tax asset brought forward at the start of the year in respect of the shares that the Group held in Vedanta Limited (previously Cairn India Limited). 5.3 Income Tax Asset The income tax asset of US$27.4m (2018: US$32.8m) relates to cash tax refunds due from the Norwegian authorities on the tax value of exploration and other qualifying expenses incurred in Norway during the year. Refunds due at 31 December 2019 of US$27.4m have been transferred to assets held-for-sale, see note 6.2. During 2019, a cash tax refund of US$30.9m (2018: US$36.8m) was received on prior year qualifying expenditure on exploration activities, new venture costs and administrative expenses. US$2.3m (2018: US$20.4m) of the refund is allocated against operating activities in the Cash Flow Statement where it relates to pre-award and administrative costs and the remaining US$28.6m (2018: US$16.4m) included as a refund in investing activities where it relates to costs initially capitalised within intangible exploration/appraisal assets. 5.4 Deferred Tax Assets and Liabilities Reconciliation of Movement in Deferred Tax Assets/(Liabilities): Deferred tax assets At 1 January 2018 Deferred tax credit/(charge) through the Income Statement At 31 December 2018 Temporary difference in respect of non-current assets US$m (349.0) 105.9 (243.1) Losses US$m 349.0 (105.9) 243.1 Deferred tax (charge) /credit through the Income Statement At 31 December 2019 (60.5) (11.1) (303.6) 232.0 Deferred tax liabilities At 1 January 2018 Exchange difference arising Deferred tax credit through the Income Statement Deferred tax (charge)/credit from discontinued operations At 31 December 2018 Exchange differences arising Deferred tax credit/(charge) from discontinued operations At 31 December 2019 Deferred tax liabilities analysed by country Norway Total deferred tax liability (179.9) 5.1 89.4 (4.4) (89.8) 5.7 84.1 – 15.3 (1.9) – 8.5 21.9 (1.4) (20.5) – Other temporary differences US$m Total US$m – – – 71.6 71.6 0.2 (0.3) – 1.5 1.4 (0.1) (1.3) – – – – – – (164.4) 2.9 89.4 5.6 (66.5) 4.2 62.3 – At 31 December 2019 US$m At 31 December 2018 US$m – – (66.5) (66.5) At 31 December 2019, there is an unrecognised deferred tax asset of US$6.6m (2018: US$4.7m) in respect of the shares the Group holds in Vedanta Limited. 174 Cairn Energy PLC Annual Report and Accounts 2019 F I N A N C I A L S T A T E M E N T S Section 5 – Taxation continued 5.4 Deferred Tax Assets and Liabilities Continued Recognised Deferred Tax Assets As at the balance sheet date, no net deferred tax asset or liability has been recognised in the UK (2018: no net UK deferred tax asset or liability recognised) as other temporary differences and tax losses are only recognised to the extent that they offset the UK deferred tax liability arising on business combinations and carried interests attributable to UK ring fence trading activity, as it is not considered probable that future profits will be available to recover the value of the asset. Unrecognised Deferred Tax Assets No deferred tax asset has been recognised on the following as it is not considered probable that it will be utilised in future periods: UK fixed asset temporary differences UK Ring Fence Corporation Tax trading losses UK Supplementary Charge Tax trading losses UK other ring fence temporary differences UK non-ring fence trading losses UK non-ring fence pre-trade losses UK excess management expenses UK non-trade deficits UK temporary differences on share-based payments UK capital losses UK other temporary differences Mexico tax losses and temporary differences Brazil tax losses Nicaragua fixed asset temporary differences Senegal fixed asset temporary differences Temporary differences on financial assets held at fair value through profit or loss Greenland tax losses At 31 December 2019 US$m At 31 December 2018 US$m 408.4 – – 105.2 3.7 3.0 329.2 61.6 11.8 151.9 – 55.6 0.3 30.4 5.9 6.6 – 383.2 118.0 855.9 117.8 3.7 2.9 318.7 52.7 10.6 – 0.1 – – – 5.3 4.7 1,088.3 The applicable UK statutory tax rate applying to North Sea oil and gas activities of 40% is made up of Ring Fence Corporation Tax (“RFCT”) of 30% and Supplementary Charge Tax (“SCT”) of 10%. At the balance sheet date the Group has US$601.0m RFCT losses which can be offset against RFCT of 30% on future ring fence trading profits and US$516.7m SCT losses which can be offset against SCT of 10% on future ring fence trading profits. In 2018 the Group had US$928.3m of RFCT and US$855.9m of SCT losses carried forward to offset against future ring fence trading profits. A deferred tax asset has been recognised in respect of all of the RFCT and SCT losses and activated UK investment allowance and decommissioning liabilities of US$577.5m and US$34.6m respectively, offsetting in full a deferred tax liability on ring fence temporary differences in respect of non- current assets. No deferred tax asset has been recognised on other ring fence temporary differences of US$105.2m (2018: US$117.8m) relating to decommissioning liabilities as it is not considered probable that these amounts will be utilised in future periods. In 2018 a deferred tax asset was recognised in respect of US$810.3m of RFCT losses, offsetting in full the deferred tax liability on ring fence temporary differences in respect of non-current assets. No deferred tax asset was recognised in 2018 on the remaining US$118.0m RFCT losses and SCT losses of US$855.9m. The deferred tax liability recognised on UK ring fence fixed asset temporary differences in respect of non-current assets of US$303.6m (2018: US$243.1m) includes temporary differences in respect of investment allowances (previously field allowances) of US$20.2m (2018: US$759.5m) on the Laverda and Kraken developments which will reduce future ring fence profits subject to SCT. Cairn Energy PLC Annual Report and Accounts 2019 175 F I N A N C I A L S T A T E M E N T S Section 5 – Taxation continued 5.5 Contingent Liability – Indian Tax Assessment In January 2014 Cairn UK Holdings Limited (‘CUHL’), a direct subsidiary of Cairn Energy PLC, received notification from the Indian Income Tax Department (“IITD”) that it was restricted from selling its shareholding in Cairn India Limited (“CIL”); at that time the shareholding was approximately 10% and had a market valuation of INR 60bn (US$1.0bn). In that notification, the IITD claimed to have identified unassessed taxable income resulting from certain intra-group share transfers undertaken in 2006 (the “2006 Transactions”), such transactions having been undertaken in order to facilitate the IPO of CIL in 2007. The notification made reference to retrospective Indian tax legislation enacted in 2012, which the IITD was seeking to apply to the 2006 Transactions. Following the merger in April 2017 of CIL and Vedanta Limited, CUHL’s shareholding in CIL was replaced by a shareholding of approximately 5% in Vedanta Limited issued together with preference shares. In addition to attaching CUHL’s shares in Vedanta Limited, the IITD seized dividends due to CUHL from those shareholdings totalling INR 11.4bn (US$159.8m). The IITD has also notified Cairn that a tax refund of INR 15.9bn (US$222.8m) due to CUHL as a result of overpayment of capital gains tax on a separate matter in 2011 has been applied as partial payment of the tax assessment of the 2006 Transactions. This tax refund was previously classified as a contingent asset as the inflow of economic benefits was considered less than probable. The IITD holds CUHL as an assessee in default in respect of tax demanded on the 2006 Transactions, and as such has pursued enforcement against CUHL’s assets in India. To date these enforcement actions have included attachment of CUHL’s shareholding in Vedanta Limited and sale of 181,764,297 shares and seizure of the proceeds, seizure of the proceeds from the redemption of the preference shares, seizure of the US$159.8m dividends due to CUHL as described above, and offset of a US$222.8m tax refund due to CUHL in respect of another matter. To date 99% of CUHL’s shareholding has been liquidated by the IITD. The assessment by the IITD of principal tax due on the 2006 Transactions is INR 102bn (US$1.4bn), plus applicable interest and penalties. Interest is currently being charged on the principal at a rate of 12% per annum from February 2017, although this is potentially subject to the IITD’s Indian court appeal that interest should be back-dated to 2007. Penalties are currently assessed as 100% of the principal tax due, although this is subject to appeal by CUHL that penalties should not be charged given the retrospective nature of the tax levied. The Group has legal advice confirming that the maximum amount that could ultimately be recovered from Cairn by the IITD, in excess of the assets already seized, is limited to the value of CUHL’s assets, principally the remaining ordinary shares in Vedanta Limited. In March 2015 Cairn filed a Notice of Dispute under the UK-India Bilateral Investment Treaty (the “Treaty”) in order to protect its legal position and seek restitution of the value effectively seized by the IITD in and since January 2014. Cairn’s principal claims are that the assurance of fair and equitable treatment and protections against expropriation afforded by the Treaty have been breached by the actions of the IITD, which is seeking to apply retrospective taxes to historical transactions already closely scrutinised and approved by the Government of India. The IITD has attached and seized assets to try to enforce such taxation. Cairn’s plea is therefore that the effects of the tax assessment should be nullified and that Cairn should receive recompense from India for the loss of value resulting from the 2014 attachment of CUHL’s shares in CIL and the withholding of the tax refund, which together total approximately US$1.4bn. The Treaty proceedings formally commenced in January 2016 following agreement between Cairn and the Republic of India on the appointment of a panel of three international arbitrators under the terms of the Treaty. Cairn’s statement of claim was submitted to the arbitral tribunal in June 2016 and the Republic of India submitted its statement of defence in February 2017. Further submissions and document production took place in 2017 and 2018. The main evidentiary hearing of Cairn’s claim under the Treaty took place in August 2018 in The Hague with a final hearing in December 2018. All formal hearings and submissions have now been made and the tribunal is in the process of drafting its award. The tribunal has indicated that it expects to be in a position to issue the award in the summer of 2020. Based on detailed legal advice, Cairn remains confident that it will be successful in this arbitration and accordingly no provision has been made for any of the tax or penalties assessed by the IITD. 176 Cairn Energy PLC Annual Report and Accounts 2019 F I N A N C I A L S T A T E M E N T S Section 6 – Discontinued Operations and Assets and Liabilities Held-For-Sale In November 2019, Cairn announced the sale of the entire share capital of Capricorn Norge AS to Sval Energi AS with the deal completing in February 2020. Consequently, the financial performance of the subsidiary for the year ending 31 December 2019 is presented as discontinued operations (with comparative information restated) and assets and liabilities reclassified as held-for-sale at the balance sheet date. This section provides further details of the results of the subsidiary for the year and its net assets at the year end. Significant Accounting Judgements in This Section: Transfer of Goodwill to Assets Held-For-Sale Goodwill arising on past business combinations is allocated to the UK & Norway operating segment and has been tested for impairment annually at this operating segment level in accordance with IAS 36 ‘Impairment of Assets’. However, IAS 21 ‘The Effects of Changes in Foreign Exchange Rates’ requires goodwill to be expressed in the functional currency of the foreign operation acquired; therefore the goodwill was allocated between Capricorn Norge AS (NOK functional) and Nautical Petroleum Limited (GBP at the time of acquisition, now USD functional), the two Parent entities acquired through the business combinations. The carrying value of goodwill allocated to Capricorn Norge AS has been included in the assets reclassified as held-for-sale and subsequently has been fully impaired as part of the disposal group. The resultant impairment is included within the loss for the year from discontinued operations. Key Estimates and Assumptions in This Section: There are no key estimates or assumptions in this section. 6.1 Financial Performance Gross Profit Pre-award costs Unsuccessful exploration costs Administrative expenses Loss on disposal of intangible exploration/appraisal assets Gain on disposal of property, plant & equipment – development assets Impairment of disposal group (note 6.2) Operating loss Finance income Finance costs Loss before taxation Taxation Current tax credit Deferred tax credit Deferred tax credit on disposal of property, plant & equipment – development assets Loss from discontinued operations Year ended 31 December 2019 US$m Year ended 31 December 2018 US$m – (4.0) (38.7) (1.5) – 0.7 (65.7) (109.2) 0.4 (6.8) (115.6) 27.7 26.9 35.4 (25.6) – (3.9) (42.7) (2.0) (4.5) – – (53.1) 0.4 (1.7) (54.4) 35.5 5.6 – (13.3) The deferred tax credit of US$26.9m in 2019 represents the release of the remaining deferred tax provisions reflecting recovery of the asset through sale rather than continued use. Cairn Energy PLC Annual Report and Accounts 2019 177 F I N A N C I A L S T A T E M E N T S Section 6 – Discontinued Operations and Assets and Liabilities Held-For-Sale continued 6.1 Financial Performance Continued Disposal of 10% Working Interest in Nova to ONE-Dyas Norge AS In November 2019, Cairn completed the disposal of a 10% working interest share in the Nova development asset to ONE-Dyas Norge AS. Consideration for the sale was US$59.5m plus working capital adjustments and notional interest from the economic effective date of 1 January 2019 to the date of completion, totalling US$80.2m. The post-tax gain on sale was US$36.1m, calculated as follows: Proceeds on disposal Development assets – disposals Working capital balances at date of completion Decommissioning provision released Cost of disposal Gain on disposal of property, plant & equipment – development assets Tax credit on disposal Post-tax gain on disposal 6.2 Assets and Liabilities Held-For-Sale Assets held-for-sale: Goodwill Intangible exploration/appraisal assets Property, plant & equipment – development assets Other property, plant & equipment and intangible assets Cash and cash equivalents Trade and other receivables Income tax asset Liabilities held-for-sale: Loans and borrowings Lease liability Trade and other payables Provisions – decommissioning Year ended 31 December 2019 US$m 80.2 (82.1) 3.9 1.8 (3.1) 0.7 35.4 36.1 Transferred to held-for-sale US$m Impairment of disposal group US$m At 31 December 2019 US$m At 31 December 2018 US$m 46.0 30.1 89.0 2.2 7.2 7.3 27.4 209.2 23.9 0.6 10.4 2.7 37.6 (46.0) (4.9) (14.4) (0.4) – – – (65.7) – – – – – – 25.2 74.6 1.8 7.2 7.3 27.4 143.5 23.9 0.6 10.4 2.7 37.6 – – – – – – – – – – – – – The assets and liabilities of Capricorn Norge AS have been reclassified as held-for-sale, forming a single disposal group. As the net assets of the subsidiary will now be realised through sale rather than recovered through use, and the gain will not be taxable in either the UK or Norway, the remaining deferred tax provision in Capricorn Norge AS was released before reclassifying liabilities as held-for-sale. On the date of transfer of the assets and liabilities into the disposal group, an impairment test was performed comparing the carrying value of the disposal group against its realisable value, based on fair value less cost of disposal. As the carrying value exceeded the fair value less costs of disposal, forecast to be US$105.9m, an impairment was recorded. In accordance with applicable IFRS, this impairment is allocated firstly against goodwill until fully eliminated, then on a pro-rata basis across remaining non-current assets to bring the carrying value of the disposal group equal to its fair value less costs of disposal. The cumulative foreign exchange loss recognised in other comprehensive income in relation to Capricorn Norge AS at 31 December 2019 is US$37.7m. The cumulative foreign exchange loss at the date of completion of the sale in 2020 was recycled to the Income Statement. Similarly the merger reserve of US$255.9m relating to the acquisition of Capricorn Norge AS was transferred to retained earnings in 2020 on completion of the disposal. 178 Cairn Energy PLC Annual Report and Accounts 2019 F I N A N C I A L S T A T E M E N T S Section 6 – Discontinued Operations and Assets and Liabilities Held-For-Sale continued 6.3 Cash Flow Information for Discontinued Operations Net cash flows (used in)/from operating activities Net cash flows from/(used in) investing activities Net cash flows used in financing activities Net increase/(decrease) in cash and cash equivalents of Capricorn Norge AS Opening (bank overdraft)/cash and cash equivalents of Capricorn Norge AS Foreign exchange differences Closing cash and cash equivalents of Capricorn Norge AS Year ended 31 December 2019 US$m Year ended 31 December 2018 US$m (3.6) 19.2 (4.3) 11.3 (5.1) 1.0 7.2 15.1 (61.8) (1.1) (47.8) 41.5 1.2 (5.1) Cairn Energy PLC Annual Report and Accounts 2019 179 F I N A N C I A L S T A T E M E N T S Section 7 – Capital Structure and Other Disclosures This section includes details of Cairn’s issued share capital and equity reserves. Other disclosures include details on the auditors’ remuneration. Details on the Group’s policy on the award of non-audit work to the auditors can be found in the Report of the Audit Committee. Significant Accounting Judgements in This Section: There are no significant accounting judgements in this section. Key Estimates and Assumptions in This Section: There are no key estimates or assumptions in this section. 7.1 Issued Capital and Reserves Called-Up Share Capital Allotted, issued and fully paid ordinary shares At 1 January 2018 Issued and allotted to ESOP trust Issued and allotted for employee share options At 31 December 2018 Issued and allotted for employee share options At 31 December 2019 Share Premium At 1 January Arising on shares issued for employee share options At 31 December Number 231/169p ordinary ‘000 583,236 5,650 616 589,502 51 589,553 2019 US$m 489.7 0.1 489.8 231/169p ordinary US$m 12.5 0.1 – 12.6 – 12.6 2018 US$m 488.0 1.7 489.7 a) Shares held by ESOP Trust The cost of shares held by the ESOP Trust at 31 December 2019 was US$7.4m (2018: US$11.7m). The number of shares held by the Trust at 31 December 2019 was 4,293,341 (2018: 6,744,138) and the market value of these shares was £8.8m/US$11.7m (2018: £10.1m/US$12.9m). During 2019 no shares were purchased for or allotted to the ESOP Trust. During 2018, the Group purchased 4,322,325 at a cost of US$13.6m and allotted 5,650,000 shares to the ESOP Trust in anticipation of future vestings forecast under the Group’s share-based payment schemes. During 2019, 1,950,797 (2018: 5,532,742) shares vested and 500,000 (2018: 400,000) shares were transferred from the ESOP Trust to the SIP Trust. b) Shares held by SIP Trust The cost of shares held by the SIP Trust at 31 December 2019 was US$8.4m (2018: US$7.9m). The number of shares held by the Trust at 31 December 2019 was 2,562,975 (2018: 2,195,930) and the market value of these shares was £5.3m/US$7.0m (2018: £3.3m/US$4.2m). c) Foreign currency translation Unrealised foreign exchange gains and losses arising on consolidation of non-US$ functional currency subsidiary undertakings are taken directly to reserves. Foreign exchange differences arising on intra-group loans are not eliminated on consolidation; this reflects the exposure to currency fluctuations where the subsidiaries involved have differing functional currencies. These intra-group loans are not considered to be an investment in a foreign operation. 180 Cairn Energy PLC Annual Report and Accounts 2019 F I N A N C I A L S T A T E M E N T S Section 7 – Capital Structure and Other Disclosures continued 7.1 Issued Capital and Reserves Continued d) Merger and capital reserves The merger reserve of US$255.9m arose in 2012 on shares issued by Cairn on the acquisition of Capricorn Norge AS. On completion of the sale of Capricorn Norge AS to Sval Energi AS in February 2020, the merger reserve was transferred to retained earnings. Capital reserves of US$40.8m include amounts arising on various Group acquisitions and transactions and the capital redemption reserve arising from the 2013-2014 share buy-back programme. US$0.7m of capital reserves relates directly to Cairn Energy PLC, the Company. e) Hedge reserve The hedge reserve at 31 December 2019 of US$0.4m (2018: US$41.0m) is a consequence of the Group’s commodity price hedging, see note 3.5 for full details. The hedge reserve is used to recognise the effective portion of gains or losses on the derivatives that are designated for, and qualify as, cash flow hedges. 7.2 Capital Management The objective of the Group’s capital management structure is to ensure that there remains sufficient liquidity within the Group to carry out committed work programme requirements. The Group monitors the long-term cash flow requirements of the business in order to assess the requirement for changes to the capital structure to meet that objective and to maintain flexibility. The Group is subject to quarterly forecast liquidity tests as part of the RBL facility. The Group has complied with the capital requirements of this test at all times during the year. Cairn manages the capital structure and makes adjustments to it in light of changes to economic conditions. To maintain or adjust the capital structure, Cairn may buy back shares, make a special dividend payment to shareholders, return capital, issue new shares for cash, repay debt, put in place new debt facilities or undertake other such restructuring activities as appropriate. No significant changes were made in the objectives, policies or processes during the year ended 31 December 2019. Capital and net debt, including lease liabilities, was as follows: Loans and borrowings Lease liabilities/Finance lease liability Less cash and cash equivalents Net debt Equity Capital and net debt Gearing ratio At 31 December 2019 US$m At 31 December 2018 US$m – 282.9 (146.5) 136.4 1,455.5 1,591.9 9% 101.7 165.4 (66.3) 200.8 1,390.1 1,590.9 13% 2019 balances relate only to continuing operations. 2018 balances have not been restated for either discontinued operations or the adoption of IFRS 16. 7.3 Guarantees It is normal practice for the Group to issue guarantees in respect of obligations during the normal course of business. Details of the Group’s RBL facility can be found in note 3.2. On entering into the facility certain subsidiaries granted cross-guarantees to each of the lenders. The Group also provided the following guarantees at 31 December 2019: – Various guarantees under the borrowing facility for the Group’s operational commitments for the current year of US$52.3m (2018: US$49.5m); – Parent Company Guarantees for the Group’s obligations under joint operating agreements and other contracts. Cairn Energy PLC Annual Report and Accounts 2019 181 F I N A N C I A L S T A T E M E N T S Section 7 – Capital Structure and Other Disclosures continued 7.4 Auditors’ Remuneration Fees payable to the Group’s external auditors (including associate firms) for: Audit fees: Auditing of the Financial Statements of the Group and the Company Auditing of the Financial Statements of subsidiaries Non-audit fees: Audit-related assurance services Other assurance services relating to corporate finance transactions Non-audit services not included above Total fees Year ended 31 December 2019 US$’000 Year ended 31 December 2018 US$’000 335 488 823 397 – 6 403 1,226 315 232 547 60 134 8 202 749 Non-audit fees for 2019 include US$169,000 relating to 2018 joint operations assurance certificates, which were late scope changes agreed during the second half of 2019. The Group has a policy in place for the award of non-audit work to the auditors which requires Audit Committee approval (see the Audit Committee Report on page 91). The split of audit fees to non-audit fees payable to the auditors is as follows: 2019 Fees to the Auditors 2018 Fees to the Auditors Non-audit fee: $403,000 Non-audit fee: $202,000 Audit fee: $823,000 Audit fee: $547,000 182 Cairn Energy PLC Annual Report and Accounts 2019 Company Balance Sheet As at 31 December 2019 Non-current assets Investments in subsidiaries Derivative financial instruments Long-term intercompany receivables Current assets Cash and cash equivalents Other receivables Derivative financial instruments Total assets Current liabilities Lease liability Derivative financial instruments Trade and other payables Non-current liabilities Lease liability Derivative financial instruments Total liabilities Net assets Equity Called-up share capital Share premium Shares held by ESOP/SIP Trusts Capital reserves Merger reserve Retained earnings: At 1 January Loss for the year Other movements in retained earnings F I N A N C I A L S T A T E M E N T S 2019 US$m 1,994.6 – 4.6 2018 US$m 2,521.8 7.7 – 1,999.2 2,529.5 2.2 5.7 4.1 12.0 6.3 7.3 36.7 50.3 2,011.2 2,579.8 1.5 4.1 90.2 95.8 4.6 – 4.6 – 36.7 88.1 124.8 – 7.7 7.7 100.4 132.5 1,910.8 2,447.3 12.6 489.8 (15.8) 0.7 255.9 1,708.0 (548.5) 8.1 1,167.6 12.6 489.7 (19.6) 0.7 255.9 2,016.5 (318.9) 10.4 1,708.0 Note 8.2 8.3 8.3 8.3 8.4 8.3 7.1 7.1 7.1a,b 7.1d 7.1d Total equity 1,910.8 2,447.3 The Financial Statements on pages 183 to 192 were approved by the Board of Directors on 9 March 2020 and signed on its behalf by: James Smith Chief Financial Officer Simon Thomson Chief Executive Cairn Energy PLC Annual Report and Accounts 2019 183 F I N A N C I A L S T A T E M E N T S Company Statement of Cash Flows For the year ended 31 December 2019 Cash flows from operating activities: Loss before taxation Share-based payments charge Impairment of investment in subsidiary Finance income Finance costs Other receivables movement Trade and other payables movement Net cash (used in)/from operating activities Cash flows from investing activities: Interest received Net cash flows from investing activities Cash flows from financing activities: Facility fees, arrangement fees and bank charges Facility fees reimbursed by subsidiary undertaking Cost of shares purchased Proceeds from exercise of share options Lease payments Net cash flows used in financing activities Net (decrease)/increase in cash and cash equivalents Opening cash and cash equivalents at beginning of year Closing cash and cash equivalents Note 2019 US$m 2018 US$m (548.5) (318.9) 4.3 534.8 (4.5) 3.9 4.6 1.1 (4.3) 4.6 4.6 (3.1) – – 0.1 (1.4) (4.4) (4.1) 6.3 2.2 5.2 299.7 (2.9) 7.2 (3.9) 20.4 6.8 2.8 2.8 (7.1) 15.1 (13.6) 1.7 – (3.9) 5.7 0.6 6.3 7.1a 184 Cairn Energy PLC Annual Report and Accounts 2019 Company Statement of Changes in Equity For the year ended 31 December 2019 At 1 January 2018 Loss for the year Total comprehensive expense Share-based payments Shares issued for cash Cost of shares purchased Exercise of employee share options Cost of shares vesting At 31 December 2018 Loss for the year Total comprehensive expense Share-based payments Exercise of employee share options Cost of shares vesting F I N A N C I A L S T A T E M E N T S Retained earnings US$m 2,016.5 (318.9) (318.9) 14.7 – – – (4.3) Total equity US$m 2,763.4 (318.9) (318.9) 14.7 – (13.6) 1.7 – – – – – – – – 256.6 1,708.0 2,447.3 – – – – – (548.5) (548.5) 11.9 – (3.8) (548.5) (548.5) 11.9 0.1 – Equity share capital and share premium US$m Shares held by ESOP/SIP Trusts US$m Merger and capital reserves US$m 500.5 (10.2) 256.6 – – – 0.1 – 1.7 – 502.3 – – – 0.1 – – – – (0.1) (13.6) – 4.3 (19.6) – – – – 3.8 At 31 December 2019 502.4 (15.8) 256.6 1,167.6 1,910.8 Cairn Energy PLC Annual Report and Accounts 2019 185 F I N A N C I A L S T A T E M E N T S Section 8 – Notes to the Company Financial Statements This section contains the notes to the Company Financial Statements. The issued capital and reserves of the Company are largely consistent with Cairn Energy PLC Group Financial Statements. Refer to note 7.1 of the Group Financial Statements. Key Estimates and Assumptions in This Section: Impairment Testing of Investments in Subsidiaries The Company’s investment in Capricorn Oil Limited has been tested for impairment by comparison against the fair value of intangible exploration/ appraisal, property, plant & equipment – development/producing assets and working capital, including cash and cash equivalents and intercompany receivables, held within the Capricorn Oil Limited sub-group. The fair value of oil and gas assets are calculated using the same assumptions as noted in section 2. 8.1 Basis of Preparation The Financial Statements have been prepared in accordance with IFRS as adopted by the EU. The Company applies accounting policies consistent with those applied by the Group. To the extent that an accounting policy is relevant to both Group and Company Financial Statements, refer to the Group Financial Statements for disclosure of the accounting policy. Material policies that apply to the Company only are included as appropriate. Cairn has used the exemption granted under s408 of the Companies Act 2006 that allows for the non-disclosure of the Income Statement of the Parent company. The net assets in the Company Balance Sheet remain in excess of the Group’s total net assets. At 31 December 2019, the Company continues to carry its investment in Cairn UK Holdings Limited at the historic cost of US$387.7m. This carrying value is supported by the Company’s confidence, based on detailed legal advice, that it will be successful in the Indian Tax arbitration (see note 5.5) and the value will ultimately be recovered. Adoption of IFRS 16 ‘Leases’ Other Property, Plant & Equipment – Leasehold Property The Company recognised a lease liability for the Group’s head office in Edinburgh. The lease costs are recharged to Capricorn Energy Limited where all head office overhead costs are settled, creating a sub-lease between Cairn Energy PLC and Capricorn Energy Limited for the right to use the asset in its entirety. There is therefore no right-of-use asset recognised in the Balance Sheet of Cairn Energy PLC, rather a receivable from Capricorn Energy Limited over the lease term appropriately recorded as either short or long term. The key estimates and assumptions applied in measuring the lease liability were as follows: – The lease term is equal to the current non-cancellable period of the lease with no reasonable plans to extend the lease contract beyond the initial term; – The interest rate applied is equal to the Group’s incremental borrowing rate on the date of adoption of 5.75% rather than a rate implicit in the lease contracts where this could not be readily determined. 186 Cairn Energy PLC Annual Report and Accounts 2019 F I N A N C I A L S T A T E M E N T S Section 8 – Notes to the Company Financial Statements continued 8.2 Investments in Subsidiaries Accounting Policy The Company’s investments in subsidiaries are carried at cost less provisions resulting from impairment. In testing for impairment the carrying value of the investment is compared to its recoverable amount, being its fair value less costs of disposal. The fair value includes the discounted future net cash flows of oil and gas assets held by the subsidiary, using estimated cash flow projections over the licence period. For exploration assets, estimated discounted cash flows are risk-weighted for future exploration success. Discounted future net cash flows are calculated using an estimated short-term oil price based on the forward curve and long-term oil price of US$65 per bbl (2018: long-term oil price of US$70 per bbl), escalation for prices and costs of 2.0% (2018: 2.0%) and a discount rate of 10% (2018: 10%). Full details on the assumptions used for valuing oil and gas assets can be found in section 2. Cost At 1 January 2018 Additions At 31 December 2018 Additions At 31 December 2019 Impairment At 1 January 2018 Impairment charge At 31 December 2018 Impairment charge At 31 December 2019 Net book value At 31 December 2017 At 31 December 2018 At 31 December 2019 Subsidiary undertakings US$m 3,676.4 9.5 3,685.9 Total US$m 3,676.4 9.5 3,685.9 7.6 7.6 3,693.5 3,693.5 864.4 299.7 1,164.1 534.8 864.4 299.7 1,164.1 534.8 1,698.9 1,698.9 2,812.0 2,521.8 2,812.0 2,521.8 1,994.6 1,994.6 Additions during the year of US$7.6m (2018: US$9.5m) relate to the Company’s investment in Capricorn Oil Limited. These represent share awards made by the Company to the employees of Capricorn Energy Limited (a principal subsidiary of Capricorn Oil Limited). At the year end, investments in subsidiaries were reviewed for indicators of impairment and impairment tests conducted where indicators were identified. Following this review, the Company’s investment in Capricorn Oil Limited was impaired to reflect the fair value of the underlying assets of the Capricorn Oil Group. A charge of US$534.8m was made to the Income Statement in 2019 (2018: US$299.7m). The fall in the value of the underlying assets of the Capricorn Oil Group principally reflects a reduction in the recoverable value of the Senegal development asset. Cairn Energy PLC Annual Report and Accounts 2019 187 F I N A N C I A L S T A T E M E N T S Section 8 – Notes to the Company Financial Statements continued 8.2 Investments in Subsidiaries Continued The Company’s subsidiaries as at the balance sheet date are set out below. The Company holds 100% of the voting rights and beneficial interests in the ordinary shares of the following companies: Direct Holdings Business Country of incorporation Country of operation Registered office address Capricorn Oil Limited Holding company Capricorn Senegal (Holding) Limited Holding company Scotland England Scotland Scotland Cairn UK Holdings Limited Holding company Scotland Scotland 50 Lothian Road, Edinburgh, EH3 9BY Wellington House 4th Floor, 125 The Strand, London, WC2R 0AP 50 Lothian Road, Edinburgh, EH3 9BY Indirect Holdings Agora Oil and Gas (UK) Limited Alba Resources Limited Business Exploration Exploration Country of incorporation Country of operation Registered office address Scotland Scotland UK UK 50 Lothian Road, Edinburgh, EH3 9BY 50 Lothian Road, Edinburgh, EH3 9BY Capricorn Americas Limited Capricorn Americas Mexico S. de R.L. de C.V. Capricorn Brasil Petróleo e Gás Ltda Exploration Holding company Exploration Scotland Mexico Scotland Mexico Brazil Brazil 50 Lothian Road, Edinburgh, EH3 9BY Torre Mayor, Av. Paseo de la Reforma 505, Cuauhtémoc, CP 06500, CDMX, México Praia de Botafogo 228, 16th floor, suite 1601 Zip Code 22250-040 Rio de Janeiro, Brazil Cairn Côte d’Ivoire Limited Capricorn Energy Limited Capricorn Energy Mexico S. de R.L. de C.V. Capricorn Energy Search Limited Capricorn Exploration and Development Company Limited Capricorn Exploration Limited1 Capricorn Greenland Exploration 1 Limited Capricorn Ireland Limited Exploration Holding company Exploration Scotland Scotland Mexico Exploration Exploration Scotland Scotland Côte d’Ivoire 50 Lothian Road, Edinburgh, EH3 9BY 50 Lothian Road, Edinburgh, EH3 9BY Scotland Av. Paseo de la Reforma 295, Cuauhtémoc, CP 06500, Mexico CDMX, México 50 Lothian Road, Edinburgh, EH3 9BY 50 Lothian Road, Edinburgh, EH3 9BY Scotland Morocco Non-trading Holding company Scotland Scotland Non-trading 50 Lothian Road, Edinburgh, EH3 9BY 50 Lothian Road, Edinburgh, EH3 9BY Scotland Capricorn Malta Limited Capricorn Mauritania Limited Capricorn Nicaragua BV Exploration Exploration Exploration Capricorn Norge AS2 Exploration and development Exploration Exploration Scotland 50 Lothian Road, Edinburgh, EH3 9BY Republic of Ireland 50 Lothian Road, Edinburgh, EH3 9BY Malta Mauritania 50 Lothian Road, Edinburgh, EH3 9BY Non-trading 50 Lothian Road, Edinburgh, EH3 9BY Norway Jåttåvågveien 7, 4020 Stavanger, Norway Scotland Scotland The Netherlands Norway Capricorn Offshore Exploration Limited Capricorn Oil and Gas Tunisia GmbH3 Non-trading Capricorn Petroleum Limited Capricorn Resources Management Limited Capricorn Senegal Limited Exploration Holding company Royalty interest Scotland Israel 50 Lothian Road, Edinburgh, EH3 9BY Switzerland Non-trading Gubelstrasse 5, Postfach 1524, CH-6301 Zug, Switzerland Scotland Scotland 50 Lothian Road, Edinburgh, EH3 9BY 50 Lothian Road, Edinburgh, EH3 9BY Scotland Mongolia Scotland Senegal 50 Lothian Road, Edinburgh, EH3 9BY Capricorn Spain Limited Capricorn Suriname BV Exploration Exploration Nautical Holdings Limited Holding company Scotland The Netherlands England UK Spain Suriname 50 Lothian Road, Edinburgh, EH3 9BY 50 Lothian Road, Edinburgh, EH3 9BY Nautical Italia SRL3 Nautical Petroleum AG3 Nautical Petroleum Limited Transunion Petroleum Italia SRL3 UAH Limited Non-trading Production Exploration and production Non-trading Holding company Italy Italy Switzerland UK UK England Italy England Italy UK 1 Exempt from audit under Section 480 of the Companies Act 2 The sale of the company completed on 28 February 2020 3 Company is in the process of liquidation Wellington House 4th Floor, 125 The Strand, London, WC2R 0AP Piazza Pietro Merolli n. 2, 00151 Roma, Italy Baarerstrasse 8, 6300 Zug, Switzerland Wellington House 4th Floor, 125 The Strand, London, WC2R 0AP Piazza Pietro Merolli n. 2, 00151 Roma, Italy Wellington House 4th Floor, 125 The Strand, London, WC2R 0AP 188 Cairn Energy PLC Annual Report and Accounts 2019 Section 8 – Notes to the Company Financial Statements continued 8.3 Derivative Financial Instruments Non-current assets Financial assets – hedge options maturing after more than one year Current assets Financial assets – hedge options maturing within one year Current liabilities Financial liabilities – hedge options maturing within one year Non-current liabilities Financial liabilities – hedge options maturing after more than one year F I N A N C I A L S T A T E M E N T S At 31 December 2019 US$m At 31 December 2018 US$m – 4.1 7.7 36.7 (4.1) (36.7) – – (7.7) – Mark-to-market gains and losses on commodity derivatives are recorded as financial assets and liabilities. Cairn Energy PLC enters into option contracts with third parties and back-to-back contracts with a subsidiary on the same date, with the same terms. Therefore there are equal financial assets and liabilities. Details of Group hedging can be found in note 3.5. 8.4 Trade and Other Payables Trade and other payables Amounts payable to subsidiary undertakings Accruals At 31 December 2019 US$m At 31 December 2018 US$m 0.4 86.9 2.9 90.2 0.2 83.2 4.7 88.1 8.5 Financial Instruments Set out below is the comparison by category of carrying amounts and fair values of all the Company’s financial instruments that are carried in the Financial Statements. The fair value of financial assets and liabilities, other than those relating to hedge options, has been calculated by discounting the expected future cash flows at prevailing interest rates. Hedge options are valued using models with observable inputs. Financial assets Carrying amount and fair value Financial assets at amortised cost Cash and cash equivalents Other receivables – amounts receivable from subsidiary undertakings Other receivables – other Long-term intercompany receivables Derivative financial instruments Financial assets – hedge options At 31 December 2019 US$m At 31 December 2018 US$m 2.2 1.8 3.9 4.6 4.1 16.6 6.3 2.5 4.5 – 44.4 57.7 For all financial assets held at amortised cost, their carrying amount is considered to be the same as their fair value. Cairn Energy PLC Annual Report and Accounts 2019 189 F I N A N C I A L S T A T E M E N T S Section 8 – Notes to the Company Financial Statements continued 8.5 Financial Instruments Continued Maturity analysis of financial assets The expected financial maturity of the Company’s financial assets at 31 December 2019 is as follows: Financial assets at amortised cost Cash and cash equivalents Other receivables – amounts receivable from subsidiary undertakings Other receivables – other Long-term intercompany receivables Financial assets – hedge options < 1 year US$m 1–2 years US$m 2–5 years US$m >5 years US$m 2.2 1.8 3.9 – 4.1 12.0 – – – 1.6 – 1.6 – – – 3.0 – 3.0 – – – – – – The expected financial maturity of the Company’s financial assets at 31 December 2018 was as follows: Financial assets at amortised cost Cash and cash equivalents Other receivables – amounts receivable from subsidiary undertakings Other receivables – other Financial assets – hedge options < 1 year US$m 1–2 years US$m 2–5 years US$m >5 years US$m 6.3 2.5 4.5 36.7 50.0 – – – 7.7 7.7 – – – – – – – – – – Financial liabilities Carrying amount and fair value Financial liabilities at amortised cost Trade and other payables Accruals Amounts payable to subsidiary undertakings Lease liability Derivative financial instruments Financial liabilities – hedge options Comparative information has not been restated on adoption of IFRS 16. At 31 December 2019 US$m At 31 December 2018 US$m 0.4 2.9 86.9 6.1 4.1 100.4 0.2 4.7 83.2 – 44.4 132.5 190 Cairn Energy PLC Annual Report and Accounts 2019 F I N A N C I A L S T A T E M E N T S Section 8 – Notes to the Company Financial Statements continued 8.5 Financial Instruments Continued Maturity analysis of financial liabilities The expected financial maturity of the Company’s financial liabilities at 31 December 2019 is as follows: Financial liabilities at amortised cost Trade and other payables Accruals Amounts payable to subsidiary undertakings Lease liability Derivative financial instruments Financial liabilities – hedge options < 1 year US$m 1–2 years US$m 2–5 years US$m >5 years US$m 0.4 2.9 86.9 1.5 4.1 95.8 – – – 1.6 – 1.6 – – – 3.0 – 3.0 – – – – – – The expected financial maturity of the Company’s financial liabilities at 31 December 2018 was as follows: Financial liabilities at amortised cost Trade and other payables Accruals Amounts payable to subsidiary undertakings Derivative financial instruments Financial liabilities – hedge options < 1 year US$m 1–2 years US$m 2–5 years US$m >5 years US$m 0.2 4.7 83.2 36.7 124.8 – – – 7.7 7.7 – – – – – – – – – – Financial Risk Management: Risk and Objectives The Company’s financial risk management policies and objectives are consistent with those of the Group detailed in note 3.9. The Company is not exposed to material foreign currency exchange rate risk. 8.6 Capital Management Capital and net debt were made up as follows: Continuing operations Amounts payable to subsidiary undertakings Lease liability Less cash and cash equivalents Net debt Equity Capital and net debt Gearing ratio At 31 December 2019 US$m At 31 December 2018 US$m 86.9 6.1 (2.2) 83.2 – (6.3) 90.8 1,910.8 76.9 2,447.3 2,001.6 2,524.2 5% 3% Cairn Energy PLC Annual Report and Accounts 2019 191 F I N A N C I A L S T A T E M E N T S Section 8 – Notes to the Company Financial Statements continued 8.7 Related Party Transactions The Company’s subsidiaries are listed in note 8.2. The following table provides the Company’s balances which are outstanding with subsidiary undertakings at the balance sheet date: Amounts payable to subsidiary undertakings Amounts receivable from subsidiary undertakings The amounts outstanding are unsecured, repayable on demand and will be settled in cash. The following table provides the Company’s transactions with subsidiary undertakings recorded in the loss for the year: Amounts invoiced to subsidiaries Amounts invoiced by subsidiaries At 31 December 2019 US$m At 31 December 2018 US$m (86.9) 1.8 (85.1) (83.2) 2.5 (80.7) Year ended 31 December 2019 US$m Year ended 31 December 2018 US$m 10.4 10.6 37.2 5.8 Directors’ Remuneration The remuneration of the Directors of the Company is set out below. Further information about individual Directors’ remuneration is provided in the audited section of the Directors’ Remuneration Report on pages 94 to 123. Emoluments Share-based payments Year ended 31 December 2019 US$m Year ended 31 December 2018 US$m 3.3 – 3.3 3.4 2.4 5.8 Pension contributions of US$0.2m (2018: US$0.2m) were made on behalf of Directors in 2019. No LTIP share awards to Directors vested during 2019 (2018: 820,131). Share-based payments disclosed for 2018 above represent the market value at the vesting date of these awards in that year. Other Transactions During the year the Company did not make any purchases in the ordinary course of business from an entity under common control (2018: US$nil). 192 Cairn Energy PLC Annual Report and Accounts 2019 A D D I T I O N A L I N F O R M A T I O N Licence List As at 31 December 2019 Country Asset name Cote D'Ivoire CI-301 Cote D'Ivoire CI-519 Cote D'Ivoire CI-518 Cote D'Ivoire CI-302 Cote D'Ivoire CI-522 Cote D'Ivoire CI-521 Cote D'Ivoire CI-520 Israel Israel Israel Israel Israel Israel Israel Israel BLOCK 39 BLOCK 40 BLOCK 45 BLOCK 46 BLOCK 47 BLOCK 48 BLOCK 52 BLOCK 53 Mexico BLOCK 7 Mexico BLOCK 9 Mexico BLOCK 15 Nicaragua Nicaragua Nicaragua Nicaragua C-1 C-2 C-3 C-4 Licence CI-301 CI-519 CI-518 CI-302 CI-522 CI-521 CI-520 LICENCE NO. 39 LICENCE NO. 40 LICENCE NO. 45 LICENCE NO. 46 LICENCE NO. 47 LICENCE NO. 48 LICENCE NO. 52 LICENCE NO. 53 CNH-R02-L01-A7. CS-2017 CNH-R02-L01-A9. CS-2017 CNH-R03-L01-G- TMV-01-2018 EQUINOR-1 EQUINOR-2 EQUINOR-3 EQUINOR-4 Block(s) CI-301 CI-519 CI-518 CI-302 CI-522 CI-521 CI-520 39 40 45 46 47 48 52 53 7 9 15 C-1 C-2 C-3 C-4 Operator Tullow Cote D'Ivoire Onshore Limited (60%) Tullow Cote D'Ivoire Onshore Limited (60%) Tullow Cote D'Ivoire Onshore Limited (60%) Tullow Cote D'Ivoire Onshore Limited (60%) Tullow Cote D'Ivoire Onshore Limited (60%) Tullow Cote D'Ivoire Onshore Limited (60%) Tullow Cote D'Ivoire Onshore Limited (60%) Capricorn Offshore Exploration Limited Capricorn Offshore Exploration Limited Capricorn Offshore Exploration Limited Capricorn Offshore Exploration Limited Capricorn Offshore Exploration Limited Capricorn Offshore Exploration Limited Capricorn Offshore Exploration Limited Capricorn Offshore Exploration Limited ENI (45%) Capricorn Energy Mexico Capricorn Energy Mexico Equinor Asa (49.9%) Equinor Asa (49.9%) Equinor Asa (49.9%) Equinor Asa (49.9%) DUNCAN UPDIP PL248J Part of 35/11 Capricorn Norge AS (60%) SKARFJELL SOUTH PL378 NOVA PL418 NOVA EXTENSION PL418B 35/12 35/8, 35/9 35/8, 35/10 Wintershall Norge AS (75.76%) 12.12 Wintershall Norge AS (45%) Wintershall Norge AS (45%) Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Norway Republic of Ireland Senegal Senegal INCA LYNGHAUG GRANNES HAVHEST GODALEN BYHAUGEN ROSSI FLIPPER DUNCAN AGAT PRESTO (STJERNESKUDD) CARAMEL SUNSTONE PL722 PL758 PL800 PL828 PL842 PL844 PL853 PL854 PL880 PL884 PL885 PL927 PL943 7322/6, 7323/4 Equinor Energy AS (45%) 6508/1, 6608/10, 6608/11 Capricorn Norge AS (50%) 6508/1, 6508/2 Capricorn Norge AS (50%) 36/4 Equinor Energy AS (50%) 6608/10, 6608/11, 6608/12 Capricorn Norge AS (40%) 6609/5, 6609/6, 6609/8, 6609/9 INEOS E&P Norge AS (40%) 7322/9 7322/3, 7323/1 35/8 35/3 35/3, 36/1 Lundin Norway AS (60%) Equinor Energy AS (40%) Capricorn Norge AS (60%) Wellesley Petroleum AS (50%) Equinor Energy AS (20%) 35/7, 35/10 Wintershall Norge AS (50%) 6507/1, 6507/2, 6607/10, 6607/11, 6607/12 Equinor Energy AS (40%) SPANISH POINT FEL 2/04 35/8, 35/9 Capricorn Ireland RUFISQUE OFFSHORE SANGOMAR OFFSHORE SANGOMAR- RUFISQUE SANGOMAR- RUFISQUE N/A N/A Woodside Pet Ltd (35%) Woodside Pet Ltd (35%) Cairn Energy interest (%) 30 30 30 30 30 30 30 33.34 33.34 33.34 33.34 33.34 33.34 33.34 33.34 30 65 50 35.1 35.1 35.1 35.1 60 10 10 15 50 50 40 40 20 40 40 60 30 30 50 30 38 40 40 193 Cairn Energy PLC Annual Report and Accounts 2019 A D D I T I O N A L I N F O R M A T I O N Licence List continued Country Asset name Licence Senegal SANGOMAR DEEP OFFSHORE SANGOMAR- RUFISQUE Suriname BLOCK 61 BLOCK 61 UK UK UK UK UK UK UK UK UK UK UK UK KRAKEN CATCHER AGAR-PLANTAIN LAVERDA CHIMERA WOODSTOCK MANHATTAN PEPPERMINT BONNEVILLE P1077 P1430 P1763 P2070 P2312 P2379 P2381 P2393 P2453 LAVERDA TEMPLATE P2454 MANE EAST ORKNEY BASIN P2466 P2468 Block(s) N/A 61 9/2b 28/9a 9/9d, 9/14a 28/4a 3/16a, 3/17a Operator Woodside Pet Ltd (35%) Capricorn Suriname B.V. Enquest Heather Ltd (70.5%) Premier Oil UK Ltd (50%) Apache Beryl Ltd (50%) Premier Oil UK Ltd (54%) Nautical Petroleum 22/11b, 22/12b, 22/16b, 22/17c Nautical Petroleum 22/13c, 22/18d 28/10a 28/9c 28/9d Nautical Petroleum Nautical Petroleum Premier Oil UK Ltd (50%) Premier Oil UK Ltd (54%) 3/16b, 3/21a, 3/22a 13/10, 13/3, 13/4, 13/5, 13/8, 13/9, 14/1, 14/6, 6/28, 6/29 No Operator No Operator Note Post 2019 year end Cairn no longer holds interests in Norway, Republic of Ireland or Nicaragua. Group Reserves and Resources As at 31 December 2019 Group Proven Plus Probable Oil and Gas Reserves 2P 31 December 2018 Additions of reserves in place Revisions of previous estimates Disposals Production 31 December 2019 2P Reserves by Country at 31 December 2019 UK Norway Senegal Total Group Contingent Oil and Gas Resources 2C 31 December 2018 Revisions of previous estimates Promotion to Reserves 31 December 2019 All contingent resources at 31 December 2019 relate to Sangomar in Senegal EI WI Entitlement Interest Working Interest WI basis mmboe 56.3 101.3 8.4 (7.6) (8.7) 149.7 WI basis mmboe 43.1 7.6 99.0 149.7 Cairn Energy interest (%) 40 100 29.5 20 25 20 45 100 40 60 20 20 100 50 EI basis mmboe 56.3 93.8 8.4 (7.6) (8.7) 142.2 EI basis mmboe 43.1 7.6 91.4 142.2 WI basis Mmboe 188.8 22.0 (101.4) 109.4 194 Cairn Energy PLC Annual Report and Accounts 2019 Glossary The following are the main terms and abbreviations used in this report: 2C 2D 3D 2P P10 P50 P90 3Rs ABC AGM ALARP APA API AQI bbl bbls BIA bn boe boepd bopd bps BRINDEX BST Capex CCO CDS CEO CERT CFO CHA CIL CMAPP CO2 COO COP21 COS CR CRMS CSL CSR CUHL Defra E&A EBL EIA EITI ELT ERP ESG ESIA ESOP ESOS EU EU ETS EVF EY FAN Denotes best estimate scenario of contingent resources two dimensional three dimensional Proved plus probable reserves, denotes best estimate scenario Value with a 10% probability of being equal or exceeded, low degree of certainty Value with a 50% probability of being equal or exceeded, medium degree of certainty Value with a 90% probability of being equal or exceeded, high degree of certainty Cairn core values: Respect, Relationships and Responsibility anti bribery and corruption annual general meeting as low as reasonably practicable Awards in Predefined Areas American Petroleum Institute Audit Quality Inspection barrel barrels biodiversity impact assessment billion barrels of oil equivalent barrels of oil equivalent per day barrels of oil per day basis points the Association of British Independent Oil Exploration Companies British Standard Time capital expenditure Corporate Criminal Offence credit default swap Chief Executive Officer Crisis and Emergency Response Team Chief Financial Officer critical habitat assessment Cairn India Limited Corporate Major Accident Prevention Policy carbon dioxide Chief Operating Officer 2015 Paris Climate Conference Cairn Operating Standards corporate responsibility Corporate Responsibility Management System Capricorn Senegal Limited corporate social responsibility Cairn UK Holdings Limited Department for Environment, Food and Rural Affairs exploration and appraisal environmental baseline Environmental Impact Assessment Extractive Industries Transparency Initiative Exploration Leadership Team enterprise resource platform Environmental, Social and Governance Environmental and Social Impact Assessment employee share option plan Energy Savings Opportunity Scheme European Union EU Emissions Trading Scheme Employee Voice Forum Ernst & Young LLP FAN oil discovery, Senegal A D D I T I O N A L I N F O R M A T I O N field development plan front end engineering design Field Investment Decision FDP FEED FID FlowStream FlowStream Thruer Ltd FPSO FRC Ft G&G GAAP GBP GDPR GHGs GRI GWP H1/2 HR HRIA HSE HSSE IAS IASB ICSA IEA IFC IFRS IIP IITD IMT INDC INPG INR IOGP IP IPCC IPIECA floating production storage and offloading Financial Reporting Council foot geology and geophysics Generally Accepted Accounting Principles Great British Pound General Data Protection Regulation greenhouse gases Global Reporting Initiative global warming potential first/second half (of a year) Human Resources human rights impact assessment heath, safety and environment health, safety, security and environment International Accounting Standards International Accounting Standards Board The Chartered Governance Institute International Energy Agency International Finance Corporation International Financial Reporting Standards Investors in People Indian Income Tax Department Incident Management Team intended national determined contribution National Institute for Oil and Gas (Senegal) Indian rupee International Association of Oil and Gas Producers investment proposal International Panel on Climate Change International Petroleum Industry Environmental Conservation Association initial public offering Information Systems invitation to tender joint venture key performance indicator Latin America London Interbank Offered Rate Liquefied Natural Gas lost time injury frequency long term incentive plan million million barrels of oil million barrels of oil equivalent IPO IS ITT JV KPI LATAM LIBOR LNG LTIF LTIP m mmbbls mmboe mmbopd million barrels of oil per day MSA MSG MT NDC NGO NIBOR NOK NPV OGUK opex OSPAR Modern Slavery Act multi stakeholder group Management Team National Determined Contributions non-governmental organisation Norwegian Interbank Offered Rate Norwegian Krone Net Present Value Oil and Gas UK operating expenditure Oslo/Paris convention (for the Protection of the Marine Environment of the North-East Atlantic) Cairn Energy PLC Annual Report and Accounts 2019 195 A D D I T I O N A L I N F O R M A T I O N Glossary continued PDMR PDP PSC PwC RBL RMC RWDC SASB SASISOPA person discharging managerial responsibility project delivery process Production Sharing Contract PricewaterhouseCoopers LLP reserves based lending Risk Management Committee restricted workday case Sustainability Accounting Standards Board Industrial Safety, Operational Safety and Environmental Protection Administration System United Nations sustainable development goals Safety and Environment Critical Element social impact assessment Senior Independent Director share incentive plan Senior Leadership Team small and medium-sized enterprises SNE development, Senegal Task Force on Climate-Related Financial Disclosure The Hunger Project total recordable injury rate total reward statement total shareholder return United Kingdom United Kingdom continental shelf United Nations United Nations Educational, Scientific and Cultural Organization United Nations Convention on Climate Change United Nations Global Compact United States Dollar World Energy Outlook working interest SDGs SECE SIA SID SIP SLT SMEs SNE TCFD THP TRIR TRS TSR UK UKCS UN UNESCO UNFCCC UNGC US$ WEO WI Woodside Woodside Energy Ltd. year end YE year to date YTD 196 Cairn Energy PLC Annual Report and Accounts 2019 A D D I T I O N A L I N F O R M A T I O N Company Information Financial Advisers Rothschild & Co New Court St Swithin’s Lane London EC4N 8AL Secretary Duncan Wood LLB Solicitors Shepherd and Wedderburn LLP 1 Exchange Crescent Conference Square Edinburgh EH3 8UL Auditor PricewaterhouseCoopers LLP 144 Morrison Street Edinburgh EH3 8EB Stockbrokers Morgan Stanley 20 Bank Street Canary Wharf London E14 4AD J.P. Morgan Cazenove 25 Bank Street Canary Wharf London E14 5JP Registrars Equiniti Aspect House Spencer Road Lancing West Sussex BN99 6DA UK Shareholder Helpline Number T: 0371 384 2660 Overseas Shareholder Helpline Number T: +44 121 415 7047 Textel Helpline Number T: 0371 384 2255 Shareview Dealing Helpline Number T: 0345 603 7037 www.shareview.co.uk Printed on FSC-recognised paper, produced from sustainably managed forests. This report was printed with vegetable oil-based inks by an FSC- recognised printer that holds an ISO 14001 accreditation. These materials contain forward-looking statements regarding Cairn, our corporate plans, future financial condition, future results of operations, future business plans and strategies. All such forward-looking statements are based on our management’s assumptions and beliefs in the light of information available to them at this time. These forward-looking statements are, by their nature, subject to significant risks and uncertainties and actual results, performance and achievements may be materially different from those expressed in such statements. Factors that may cause actual results, performance or achievements to differ from expectations include, but are not limited to, regulatory changes, future levels of industry product supply, demand and pricing, weather and weather-related impacts, wars and acts of terrorism, development and use of technology, acts of competitors and other changes to business conditions. Cairn undertakes no obligation to revise any such forward-looking statements to reflect any changes in Cairn’s expectations with regard thereto or any change in circumstances or events after the date hereof. Cairn Energy PLC Annual Report and Accounts 2019 197 Head Office 50 Lothian Road Edinburgh EH3 9BY T: +44 131 475 3000 F: +44 131 475 3030 E: pr@cairnenergy.com www.cairnenergy.com Senegal Immeuble Focus One 14 avenue Birago Diop 1er etage, Point E Dakar, Senegal London 4th Floor Wellington House 125 Strand London WC2R 0AP Mexico Capricorn Americas México Torre Mayor Avienda de la Reforma 505 Piso 36 Colonia Cuauhtémoc Delegación Cuauhtémoc 06500 Ciudad de México www.cairnenergy.com/ar2019 C a i r n E n e r g y P L C A n n u a l R e p o r t a n d A c c o u n t s 2 0 1 9