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New Zealand Oil & Gas Limited

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FY2020 Annual Report · New Zealand Oil & Gas Limited
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ANNUAL 
REPORT
2020

EXPLORERS FROM NEW ZEALAND NEW ZEALAND OIL & GAS SINCE 19812

New Zealand Oil & Gas Annual Report 2020Contents

Chair's Report

Production and Reserves

Reserves Compliance Statements

Sustainability, social responsibility and climate change report

Sustainability Framework 2020 – Value Creation Process

Materiality

Sustainable Development Goals

Community

Taskforce on Climate-related Financial Disclosures (TCFD) Statement

CEO's Statement

Executive Summary

Governance

Strategy

Risk

Metrics

Corporate Governance Statement

Shareholder Information

Consolidated Financial Statements

Consolidated Statement of Cash Flows

Consolidated Statement of Comprehensive Income

Consolidated Statement of Financial Position

Consolidated Statement of Changes in Equity

Notes to the Financial Statements

 Independent Auditor’s Report

 Corporate Directory

Signed on behalf of the board of New Zealand Oil & Gas Limited 
on 28 August 2020.

Samuel Kellner 
Chairman

Alastair McGregor 
Director

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90

113

117

3

New Zealand Oil & Gas Annual Report 2020Chair’s 
Report

4

Unprecedented challenges,  
potential opportunities.

We share this annual report at a time of unprecedented challenges. 
The continued effects of the Covid-19 global health crisis are having a profound 
impact on the way we live our lives, no matter where we call home. Most 
importantly, many families are suffering through serious health and economic 
consequences. Our industry has, of course, been uniquely affected by this crisis. 
Energy producers throughout the world are dealing with the repercussions of 
dramatic demand destruction that sent oil prices tumbling to below US$20 per 
barrel in March. While prices have stabilised to a degree, producers are rethinking 
their business plans and, in many cases, have been forced to make fundamental 
changes to their operations as they cope with this new reality.

With this sobering backdrop, we are proud of the way our team has responded. 
We were able to transition to a fully work-from-home operation with little 
disruption. Our portfolio, which is weighted towards gas sold on fixed price 
contracts, is well-insulated from the dramatic price swings that affected 
many producers. Importantly, here in New Zealand, Kupe was recognised as an 
essential service, so production continued uninterrupted. The company was well 
prepared entering this crisis, both financially and operationally, so we remain on 
solid footing despite the unprecedented turmoil.

The year also saw several tangible developments, including multiple reserve 
upgrades. The highlight was the recently announced upgrade in Kupe reserves. 
The reserves upgrade resulted from improved well performance following this 
year's well perforation campaign, which our team pushed hard for, along with the 
ongoing well compression project and a clearer picture of future development 
opportunities. This year, Kupe will surpass the production forecast when its initial 
development was first approved. 

New Zealand Oil & Gas Annual Report 2020Our Cue subsidiary was also able to announce increased reserves from an 
intervention programme at Sampang, in Indonesia, and contingent reserves 
from a discovery at Paus Biru in the same tenement. Cue is targeting a Final 
Investment Decision on the Paus Biru development later in the new fiscal year 
and first gas in calendar year 2022.

Later this calendar year we expect to spud the Ironbark-1 exploration well off 
Western Australia. This is an exciting opportunity for both New Zealand Oil & Gas 
and Cue, as we work with world class partners to pursue a high-impact prospect 
located adjacent to existing infrastructure. Regardless of the outcome, we hope 
to find more opportunities to form strong partnerships like this in the future.

With the proposed scheme of arrangement having been voted down in 2019, 
the board conducted a listening tour with certain of our larger shareholders. 
We heard many consistent themes, including a desire to seek new investment 
opportunities in Australia and New Zealand. With oil and gas producers cutting 
capital expenditure budgets, tightening their geographical footprints, and faced 
with a general shortage of available capital, we are optimistic that attractive 
investment opportunities will present themselves. The team is hard at work 
targeting new avenues for growth. Having increased our cash balance in FY20, 
we are well positioned to act opportunistically.

In this annual report we present, for the first time, full Task Force on Climate 
Related Financial Disclosures reporting that sets out the risks posed by climate 
change and our response. I am proud of this work and the company’s broader 
community contribution, as outlined in the sustainability section. It reflects 
our ongoing commitment to being a constructive and reliable partner in the 
communities in which we operate.

The board looks forward to the coming year, which promises many challenges 
but also many exciting opportunities. We are confident that the company is well 
positioned financially and has the right leadership to emerge from the current 
crisis a stronger, more resilient company.

Samuel Kellner 
Chairman

5

New Zealand Oil & Gas Annual Report 2020Production 
and Reserves

Production

Production in 2019—20 was down moderately from 
the previous year.

The main cause was the planned month-long 
maintenance outage at Kupe, as well as a decline in well 
performance that brought production below plateau. 

Production was returned to capacity, 77 terajoules per 
day, from early March following a successful wireline 
campaign in February. During the wireline campaign all 
three Kupe wells were logged with selective additional 
perforations added. 

A compression project has been approved. The pandemic 
has caused delays to both onsite construction and global 
logistical paths. Kupe first gas is now expected in the 
second half of the 2021 calendar year.

Actual and Forecast 2P Production 
millions of barrels of oil equivalent

  Kupe 

  Maari 

  Oyong 

  Wortel

0.6

0.5

0.4

0.3

0.2

0.1

0.0

6

2019

2020

2021

2022

2023

2024

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

New Zealand Oil & Gas Annual Report 2020 
 
 
Production 
New Zealand Oil & Gas share (net)

  Maari 

  Kupe 

  Sampang PSC

Some rounding. The New Zealand Oil & Gas interest in Maari and Sampang is held through Cue Energy. New Zealand Oil & Gas has a 50.04% interest in Cue. 
Graphic shows Cue’s full interest.

7

201720182019120,000140,000160,000100,00080,00060,00040,00020,0000barrelsOilGasLPG1,8002,1002,4001,5001,2009006003000terajoulestonnes3,6004,2004,8003,0002,4001,8001,2006000152,201115,823130,2812017201820198981,0281,0222017201820193,1134,4033,9332017201820192,3501,507202093020204,05320201,2841,66220172018201945,84341,12246,32920172018201938,1213,0382020108,932202032,57720205,0213,207New Zealand Oil & Gas Annual Report 2020 
 
Reserves 
Upgrade

PROVED + PROBABLE (2P) RESERVES 

Adjusted net 2P (proven and probable) 
total reserves were increased by some 
23% from 1.84 million barrels of oil 
equivalent (mmboe) to 2.26 mmboe.

Following a review by the Kupe joint venture, developed reserves in the Kupe fields were 
were materially upgraded.

Kupe 2P 
Reserves 
increased

23%

—   Developed 2P reserves 

increased 37%

—   Undeveloped 2P reserves 

increased 16%

Proved + Probable (2P) Reserves at 30 June 2020

Developed

Undeveloped

Total

Gas  
(PJ)

LPG  
(kt)

Oil & 
Condensate 
(mmb)

Total  
(mmboe)

Gas  
(PJ)

LPG  
(kt)

Oil & 
Condensate 
(mmb)

Total  
(mmboe)

Gas  
(PJ)

LPG  
(kt)

Oil & 
Condensate 
(mmb)

Total  
(mmboe)

4.05

17.83

0.55

0.12

0.55

0.93

5.86

25.77

0.00

0.16

0.00

1.33

0.00

0.00

9.91

43.60

0.55

0.29

0.55

2.26

Geographic area

New Zealand

Maari

Kupe

Indonesia

Sampang PSC

6.58

0.02

1.09

0.00

0.00

0.00

6.58

0.00

0.02

1.09

0.5

m

5

m

9
0
.
1

oe
b
m
m

b

o

e

0 .9 3
m m boe

1 .33
m mboe

1.09
mb o e
m

0.55

mmb

o

e

6
2 . 2
m m b

o e

As at evaluation date 30/06/2020. Some rounding. Includes 100 per cent of Cue’s interests  
in Maari and Sampang. New Zealand Oil & Gas has a 50.04% interest in Cue. See statement Page 11. 

  Maari 

  Kupe 

  Sampang PSC

8

New Zealand Oil & Gas Annual Report 2020 
 
PROVED (1P) RESERVES 

1P (proven) total production adjusted 
reserves associated with Kupe increased 
by 61%, from 1.02 to 1.65 mmboe.

This reserve increase provides additional 
volume from within the existing 
development as well as from the planned 
further development, including onshore 
compression and future well(s).

Proved (1P) Reserves at 30 June 2020

Kupe 1P 
Reserves 

increased 61%

Developed

Undeveloped

Total

Gas  
(PJ)

LPG  
(kt)

Oil & 
Condensate 
(mmb)

Total  
(mmboe)

Gas  
(PJ)

LPG  
(kt)

Oil & 
Condensate 
(mmb)

Total  
(mmboe)

Gas  
(PJ)

LPG  
(kt)

Oil & 
Condensate 
(mmb)

Total  
(mmboe)

2.40

10.55

0.24

0.08

0.24

0.56

4.84

21.29

0.00

0.13

0.00

1.09

0.00

0.00

7.24

31.84

0.24

0.21

0.24

1.65

Geographic area

New Zealand

Maari

Kupe

Indonesia

Sampang PSC

3.91

0.01

0.65

0.00

0.00

0.00

3.91

0.00

0.01

0.65

mm

0.2
b

o

4

5
6
.
0

e
o
b
m
m

e

e

0.56
m bo
m

1 .09
m mboe

0.24 mmboe

e

0.6 5
m b o
m

1 . 6 5
m m b o e

As at evaluation date 30/06/2020. Some rounding. Includes 100 per cent of Cue’s interests  
in Maari and Sampang. New Zealand Oil & Gas has a 50.04% interest in Cue. See statement Page 11. 

  Maari 

  Kupe 

  Sampang PSC

9

New Zealand Oil & Gas Annual Report 2020 
 
Taranaki Basin

 ¬ Maari  - Cue Energy 5%
 ¬ Kupe  - New Zealand Oil & Gas 4%

Java

 ¬ Sampang PSC  - Cue Energy 15%

New Plymouth

Madura Island

Wortel

Oyong

Jeruk

Sampang PSC

East Java

Maari

Kupe

Remaining Proven and Probable (2P) Oil & Gas Reserves as at 30 June 2020

Geographic area

Oil & 
Condensate 
(million barrels)

Natural Gas  
(Petajoules)

LPG  
(Kilotonnes)

Million 
Barrels of Oil 
Equivalent

r i

a

a

M

 0.5 5  m m b o e

New Zealand

Maari

Kupe

Indonesia

Sampang PSC

Total

0.55

0.29

0.02

0.86

9.91

43.60

6.58

16.49

43.60

0.55

2.26

1.09

3.91

2.2

 Kupe
6 m
mboe

S

a

 1.0

m

p

9

a

n

m

g

m

P

b

S

o

C

e

Some rounding. Includes 100 per cent of Cue’s reserves. New Zealand Oil & Gas has a 50.04% interest in Cue.

Million barrels of oil equivalent have been calculated as the total oil equivalent of the oil, condensate/light oil, natural gas and LPG figures, using conversion 
factors consistent with the Society of Petroleum Engineers (SPE) guidelines. Conversion factors used were: 163.40 terajoules of natural gas per barrel of oil; 
8.15 barrels of oil equivalent per tonne of LPG.

10

New Zealand Oil & Gas Annual Report 2020 
 
Reserves 
Compliance 
Statements

Oil and gas reserves, 
and contingent 
and prospective 
resources, are 
reported as at 30 
June 2020 and 
follow the SPE PRMS 
Guidelines (2018).

The Kupe reserves estimate is based on approximately ten years of production data, 
the results of the wireline intervention campaign conducted in 2H FY20, reprocessing 
of seismic data, analytical and numerical analysis methods and deterministic reservoir 
simulation models provided by the field operator, Beach Energy.

The Maari and Sampang reserves report is based on information provided by Cue Energy 
Resources. Maari is assessed using deterministic well-by-well decline curve analysis. 
The Sampang estimates are based on deterministic decline curve analysis.

For the conversion to equivalent units, standard industry factors have been used of 6Bcf 
to 1mmboe, 1Bcf to 1.05PJ, 1 tonne of LPG to 8.15 boe and 1TJ of gas to 163.4 boe.

Proven (1P) reserves are estimated quantities of oil and gas which geological and 
engineering data demonstrate with reasonable certainty (90% chance) to be recoverable 
in future years from known reservoirs, under existing economic and operating conditions.

Probable (2P) reserves have a 50% chance or better of being technically and economically 
producible. The oil price assumptions are based on the Bloomberg broker consensus mean 
(excluding forecasts less than 90 days old), followed by a flat real price, with contracted 
volumes of gas and LPG sold on current contract terms. For volumes in excess of current 
contracts, a future base market price of $7/gigajoule, real terms, is assumed for gas sales 
and LPG prices are linked to the mean forecast for oil.

Known accumulations are reserves or contingent resources that have been 
discovered by drilling a well and testing, sampling or logging a significant quantity of 
recoverable hydrocarbons.

Developed reserves are expected to be recoverable from existing wells and facilities. 
Undeveloped reserves will be recovered through future investments (e.g. through 
installation of compression, new wells into different but known reservoirs, or infill wells 
that will increase recovery). Total reserves are the sum of developed and undeveloped 
reserves at a given level of certainty.

All reserves and resources reported refer to hydrocarbon volumes post-processing and 
immediately prior to point of sale. The volumes refer to standard conditions, defined as 
14.7psia and 60°F. Tables combining reserves have been done arithmetically and some 
differences may be present due to rounding.

This resources statement is approved by, based on, and fairly represents information 
and supporting documentation prepared by New Zealand Oil & Gas Assets & Engineering 
Manager Daniel Leeman. Daniel is a Chartered Engineer with Engineering New Zealand 
and holds Masters degrees in Petroleum and Mechanical Engineering as well as a Diploma 
in Business Management and has over 10 years of experience. Daniel is also an active 
professional member of the Society of Petroleum Engineers and the Royal Society of 
New Zealand. 

New Zealand Oil & Gas reviews reserves holdings twice a year by reviewing data supplied 
from the field operator and comparing assessments with this and other information 
supplied at scheduled technical committee meetings.

11

New Zealand Oil & Gas Annual Report 202012

New Zealand Oil & Gas Annual Report 2020Sustainability, 
social 
responsibility 
and climate 
change report

13

New Zealand Oil & Gas Annual Report 2020New Zealand 
Oil & Gas 
Compass & 
Values

WHO WE ARE 

We are a New Zealand oil and gas business 
with a global outlook. We are ethical, 
values‑based, and nimble.

WHERE WE ARE GOING 

We are creating a lean, Wellington‑based 
exploration and production business, 
managing a portfolio of oil and gas assets, 
mostly as a non‑operated partner in production 
that has development upside, and exploration 
that fits our asset base, in markets where our 
expertise can add value.

HOW WE WILL GET THERE 

We use our technical capability, relationships, 
values, shareholder support and flexibility to 
create opportunities, execute reliably and in a 
way that makes us proud so that high quality 
people want to work with us.

14

New Zealand Oil & Gas Annual Report 2020OUR VALUES 

Respect

—   We operate safely without 

harm to people or environment

—   We respect the values, laws 
and tikanga of the places 
where we work

—   We display respect and 
understanding for other 
people, opinions and cultures

—   We are reliable. We do what 

we say we will do

Collaboration & Communication

—   We listen, we are open, 
honest and transparent

—   We collaborate actively

—   We provide constructive 
feedback and accept 
feedback graciously

—   We put big issues on the table 

so they can be resolved

People & Passion

—   We are inclusive

—   We encourage, care for, and 

motivate each other

—   We actively seek out and 

—   We have fun and work 

deliver ways to pitch in or help

with passion

Commercial Focus

—   We are flexible and nimble

—   We work with initiative 

and imagination

—   We develop mutually beneficial 

—   Our technical competencies 

relationships with key 
stakeholders and partners

are a source of advantage that 
we continually seek to improve

15

New Zealand Oil & Gas Annual Report 2020Sustainability Framework 2020 
NEW ZEALAND OIL & GAS
– Value Creation Process

SUSTAINABILITY FRAMEWORK 2019 – VALUE CREATION PROCESS

FINANCIAL
CAPITAL

Our strong financial position, prudent financial 

management and ability to attract investment.

HUMAN
CAPITAL

Expertise, skills and engagement of our people.

FIXED
CAPITAL

Our physical infrastructure and assets, primarily 

owned and operated through joint venture or other 

commercial arrangements, are fundamental to the 

delivery of our purpose.

INTELLECTUAL
CAPITAL

Our technical expertise, data, models, 

brand and reputation.

NATURAL
CAPITAL

Inputs from the natural world including access 

to oil and gas reserves, water, land and 

minerals/materials required to support infrastructure 

required in production.

SOCIAL &
RELATIONSHIP
CAPITAL

Relationships are crucial to our success. 

Within NZOG, with our existing joint venture 

partners, with our communities, regulators and 

prospective commercial partners, our social 

license to operate is key.

16

Bringing Energy

Helping to meet the world’s energy needs in a safe & responsible way

Respect

Collaboration &
Communication

People 

& Passion

Commercial

Focus

Our team of technical and commer cial experts add value
to exploration and production oppor tunities, to deliver energy 
under safe, environmentally sound and commercially successful terms,
with long-term values-driven partnerships

ENERGY 

SECURITY AND 

AFFORDABILITY

We help deliver energy value through the supply of 

natural gas in New Zealand, which supports renewable 

energy electricity (especially in dry years), and 

internationally, by providing supply, price stability, 

and affordability.

∂  Leadership through 

industry, policy and 

  regulatory forums

∂  Delivering gas to

  market, in NZ, Australia 

  and beyond

A CLEAN AND 

LOWER-CARBON 

ECONOMY 

We help deliver gas and light oil into the energy 

system, bringing health and lower carbon benefits. 

∂  Reporting commercial 

  and non-commercial 

  value transparently

WEALTH 

CREATION & 

PRODUCTIVITY 

Gas and light oil energy inputs help to produce 

goods and services society needs to prosper.

We contribute to New Zealand’s wealth and 

productivity through royalties and tax 

contributions that help to fund hospitals, 

schools and other essential social services.

∂  Delivering commercial 

  value via annual taxes 

  and royalties,

job creation, 

  shareholder value

COMMUNITY

WELLBEING 

Local environments and communities are 

strengthened through open engagement and 

contributions particularly relating to science 

education, energy efficiency and conservation.

∂  Community and 

  Iwi Engagement

∂  Community Partnerships 

  and Investment

$37.4

million revenue

2,214 

TJ of 
NATURAL GAS

146,000 

barrels of oil

$40,000

for COMMUNITY

PROJECTS

3,564 

Trees Planted

A GREAT PLACE 

TO WORK 

We are a highly engaged, skilled, safe, sustainable, 

diverse and inclusive workplace

∂  Proactive diversity and 

inclusion practices

∂  Greater environmental 

  contributions

4,403 

tonnes of LPG 7

AWARDS

for YOUNG

SCIENTISTS

UN SustainableDevelopment Goals (UNSDGs)OUTPUTSOUR MAGICVALUETHROUGHOUTCOMESOURINPUTSOUR VALUESNew Zealand Oil & Gas Annual Report 2020 
 
 
NEW ZEALAND OIL & GAS

SUSTAINABILITY FRAMEWORK 2019 – VALUE CREATION PROCESS

FINANCIAL

CAPITAL

Our strong financial position, prudent financial 

management and ability to attract investment.

HUMAN

CAPITAL

Expertise, skills and engagement of our people.

FIXED

CAPITAL

Our physical infrastructure and assets, primarily 

owned and operated through joint venture or other 

commercial arrangements, are fundamental to the 

delivery of our purpose.

INTELLECTUAL

CAPITAL

Our technical expertise, data, models, 

brand and reputation.

NATURAL

CAPITAL

Inputs from the natural world including access 

to oil and gas reserves, water, land and 

minerals/materials required to support infrastructure 

required in production.

SOCIAL &

RELATIONSHIP

CAPITAL

Relationships are crucial to our success. 

Within NZOG, with our existing joint venture 

partners, with our communities, regulators and 

prospective commercial partners, our social 

license to operate is key.

Bringing Energy

Helping to meet the world’s energy needs in a safe & responsible way

Respect

Collaboration &

Communication

People 
& Passion

Commercial
Focus

Our team of technical and commer cial experts add value
to exploration and production oppor tunities, to deliver energy 
under safe, environmentally sound and commercially successful terms,
with long-term values-driven partnerships

ENERGY 
SECURITY AND 
AFFORDABILITY

We help deliver energy value through the supply of 

natural gas in New Zealand, which supports renewable 

energy electricity (especially in dry years), and 

internationally, by providing supply, price stability, 

and affordability.

∂  Leadership through 
industry, policy and 

  regulatory forums

∂  Delivering gas to
  market, in NZ, Australia 
  and beyond

A CLEAN AND 
LOWER-CARBON 
ECONOMY 

We help deliver gas and light oil into the energy 

system, bringing health and lower carbon benefits. 

∂  Reporting commercial 
  and non-commercial 
  value transparently

WEALTH 
CREATION & 
PRODUCTIVITY 

Gas and light oil energy inputs help to produce 

goods and services society needs to prosper.

We contribute to New Zealand’s wealth and 

productivity through royalties and tax 

contributions that help to fund hospitals, 

schools and other essential social services.

∂  Delivering commercial 
  value via annual taxes 
  and royalties,
job creation, 

  shareholder value

COMMUNITY
WELLBEING 

Local environments and communities are 

strengthened through open engagement and 

contributions particularly relating to science 

education, energy efficiency and conservation.

∂  Community and 
  Iwi Engagement

∂  Community Partnerships 
  and Investment

$37.4

million revenue

2,214 

TJ of 

NATURAL GAS

146,000 

barrels of oil

$40,000
for COMMUNITY
PROJECTS

3,564 

Trees Planted

A GREAT PLACE 
TO WORK 

We are a highly engaged, skilled, safe, sustainable, 

diverse and inclusive workplace

∂  Proactive diversity and 

inclusion practices

∂  Greater environmental 
  contributions

17

4,403 

tonnes of LPG 7

AWARDS

for YOUNG

SCIENTISTS

UN SustainableDevelopment Goals (UNSDGs)OUTPUTSOUR MAGICVALUETHROUGHOUTCOMESOURINPUTSOUR VALUESNew Zealand Oil & Gas Annual Report 2020 
 
 
Materiality

COMMUNITY PANELS 

How Materiality was 
Determined.

We sought feedback from a 
range of stakeholders to identify 
our material issues.

Materiality Matrix

HIGH

Our Southern Community Panels members are drawn from a cross-section of the 
southern community where we have an interest in two offshore permits and bring 
perspectives from their networks to the table. No work is progressing in those 
permits, but we discussed our activities and current issues with Panel members 
to gain an understanding of community perspectives.

INVESTORS 

Our board conducted a listening tour with larger shareholders during the year.

STAFF 

The Company surveyed staff to measure engagement and attitudes to key issues, 
including sustainability.

STAKEHOLDERS 

We considered feedback received from industry groups, officials, business 
representatives at national and regional level, and community groups. We 
participated in industry and business interactions with government and political 
leaders. We also have signed relationship agreements with a range of community 
organisations and we periodically meet them to determine key issues.

For this report we provide more detailed responses to the top four material 
issues: Transparency and open communication; Environment, climate and energy 
transition; Wellbeing of People; Commercial opportunities.

MOST MATERIAL

1    TRANSPARENCY AND 

OPEN COMMUNICATION

  ∫   Inform, engage 
our community

  ∫   Comply with community 

expectations
  ∫   Be proactive about 

disclosing our activities

  ∫   Be part of the 

discussion about 
energy transition

2    ENVIRONMENT, CLIMATE 
AND ENERGY TRANSITION

  ∫   Be responsible about the 

corporate environmental footprint

  ∫   Do our bit to reduce emissions
  ∫   TCFD reporting

4    COMMERCIAL 
RETURNS

Influence of 
the issue on 
stakeholder’s 
assessments 
and decisions

   GROWTH 
OPPORTUNITIES

LESS MATERIAL

   CRISIS PREPARATION

  ∫   Returns to investors
  ∫   Returns to NZ Inc
  ∫   Community Investment
  ∫   Local economic 
development

3    WELLBEING OF PEOPLE
  ∫   Health and Safety 
performance

  ∫   Diversity
  ∫   Opportunities for 

personal development

18

LOW

Significance of issue to the Company

HIGH

New Zealand Oil & Gas Annual Report 2020RESPONSE TO MATERIAL ISSUES 

1

2

Transparency And  
Open Communication

—   Inform, engage our community

—   Comply with community expectations

—   Be proactive about disclosing our activities

—   Be part of the discussion about 

energy transition.

Informing and engaging

We are proud of our activities and how we go about 
them, and we invest in open dialogue and relationships. 
We understand communities where we are active 
legitimately want to know what impacts our activities 
have, what steps we take to manage risk, and how the 
benefits will be felt.

Our activities in New Zealand are currently limited. In 
the South Island, no further progress is being made 
on two deepwater permits there, but we keep in touch 
with community interests there, including through our 
Community Panel. We have formalised relationship 
agreements with many community interests. These 
agreements commit us to respectful engagement and to 
learning from each other. In addition, we engage directly 
and early with iwi, with mana whenua and mana moana, in 
our common areas of interest as they arise.

We report openly on all of our activities, both to investors 
and to the wider community, and we seek opportunities to 
keep the industry, investors and the public informed.

We participate in discussions about energy transition 
in business and industry forums, as well as directly 
with government and political parties at ministerial 
and officials levels. We make submissions on relevant 
legislation and policy. We are members of reputable 
national business representative groups such as 
Business New Zealand and PEPANZ. We pay for research 
and analysis on transition issues. All of our advocacy 
documents are published on our website.

Environment, Climate  
and Energy Transition

—   Be responsible about the corporate 

environmental footprint

—   Do our bit to reduce emissions

—   TCFD reporting

See our TCFD report on Page 27 for detailed reporting.

In summary: We support carbon budgets and emissions 
pricing as the most efficient and effective tools to 
manage carbon emissions. In our view, an economy-wide 
response to the global issue of climate is more effective 
than enterprise-level response, but we are responsible 
about our own carbon footprint, supporting initiatives 
such as recycling in our head office. The Company has 
reduced or offset our emissions from corporate travel and 
certain other office-related activities at our corporate 
HQ. We have participated in a carbon-reducing tree 
planting programme to offset our head office emissions.

In this year’s annual report, we have responded 
to shareholder and community expectations of 
comprehensive TCFD reporting, and we have arranged 
training for executive management in TCFD compliance.

We are committed to responsible management practices 
that minimise adverse environmental impacts from our 
activities, using soundly-based science as the basis for all 
our environmental decisions.

Excellence in environmental performance is essential 
to our business success. We comply with all applicable 
environmental laws and regulations and good practice 
industry standards. We apply reasonable standards 
where regulatory legislative requirements and standards 
do not exist. We work to minimise pollution and the 
cumulative environmental impact of our activities at a 
local, regional and global level, and try to reduce waste 
and improve resource use.

Our environmental management plans for all our 
activities identify, assess and manage environmental 
risks as low as is reasonably practical.

19

New Zealand Oil & Gas Annual Report 20203

Wellbeing of People

—   Health and Safety performance

—   Diversity

—   Opportunities for personal development

Well-being of people regularly features  
higher in internal materiality surveys than 
in feedback from outside. Nevertheless, we 
make safe operating and the health of our 
workforce our top priority.

Staff incentives are linked directly to corporate health 
and safety performance. Health and safety reporting 
includes both our own sites, and non-operated sites 
where we have an interest, and our supplier code sets 
out requirements for companies that do business with 
us. Performance is monitored daily and reported through 
to an HSE weekly meeting, as well as to weekly executive 
management meetings. The ORS committee reviews 
performance and policies and reports on performance 
to the board.

During the pandemic lockdown, we quickly implemented 
initiatives to keep people safe. Our corporate office 
adjusted successfully to working from home. On 
returning to the office we adopted bespoke protocols 
complying with the guidelines for each alert level that 
involved social distancing measures, hand sanitising, 
and travel restrictions. We have had no exposure to 
Covid-19. The Kupe production station maintained 
operations through lockdown as an essential service, 
and had no incidences.

20

We have a diversity committee focused on improving 
diversity in our workplace. We have achieved a Rainbow 
Tick, diversity initiatives are reported at all staff 
meetings, staff attitudes to diversity initiatives are 
surveyed, and we regularly engage in cultural activities 
that are meaningful to our staff.

We invest in the development of all our staff. Certain 
training activities were cancelled or postponed because 
of the pandemic this year, however some were able 
to proceed online or re-scheduled. Regular coaching 
and training opportunities continue to be provided 
across the business.

New Zealand Oil & Gas Annual Report 20204

Commercial returns

—   Returns to investors

—   Returns to NZ Inc

—   Community Investment

—   Local economic development

Returns to investors are set out in the financial 
statement in this report, from page 84.

Our social investment is guided by our 
community, following recommendations 
by our Community Panel. We ask for advice 
about high priority projects, and we report 
publicly on our performance in meeting the 
Panel's expectations.

Through our social investment we live our values as 
good partners, committed to enduring relationships 
with our neighbours and wider community. We make 
social investments that make a sustainable difference. 
Unlike some companies, we don’t do social investment as 
marketing in disguise.

Examples of community investment by New Zealand Oil & 
Gas as a result of Panel recommendations include:

 ¬ The Cosy Homes Trust

 ¬ Dunedin Curtain Bank

 ¬ School Science Fairs.

We report in more detail about our community 
investment on pages 24–25.

The best investment we can make in the community 
is economic activity. The upstream oil and gas sector 
contributes over $2.5 billion to New Zealand’s Gross 
Domestic Product (GDP), the Government collects 
approximately $500 million in royalties and income 
tax from the sector annually, and oil exports are worth 
approximately $1.5 billion a year. Oil and gas workers earn 
twice the national average salary and create seven times 
the average value earned per year, money that is spent in 
local communities.

The Company adopted a policy on Capturing 
Local Economic Benefits in response to an earlier 
materiality survey.

The policy commits us to promoting local content 
and capturing local benefits. We commit to studying 
opportunities for the wider community to participate 
commercially in our projects, and to producing a local 
content plan for significant developments. We also 
believe our expertise in areas such as health & safety 
and international business processes can help local 
enterprise compete on a commercial basis.

We want to find ways to improve entry to our industry 
for people from diverse backgrounds, including women, 
and people from cultural and social backgrounds that are 
under represented in the industry.

21

New Zealand Oil & Gas Annual Report 2020Sustainable 
Development 
Goals

The UN’s 2030 Agenda for Sustainable Development represents the world’s plan 
of action to end poverty, protect the planet and ensure prosperity for all. Its 17 
Sustainable Development Goals has specific targets to be achieved by 2030.

IPIECA – the Global Oil and Gas Industry Association for Environmental and 
Social Issues — produced a report in 2017: Mapping the Oil and Gas industry 
to the Sustainable Development Goals: An Atlas. It encourages oil and gas 
companies to incorporate SDGs into their business and operations, and 
investigate how the industry can help to achieve the SDGs.

The 17 SDGs relevant to our sector are illustrated below and our activity related 
to them is shown in the following table.

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Alignment of Activities
Shared-Use Infrastructure
Climate Change
Health Impact Assessments

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MAPPING THE
OIL AND GAS INDUSTRY
TO THE SUSTAINABLE
DEVELOPMENT GOALS

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Mitigation Hierarchy
Biodiversity Offsets
Accident Prevention & Response
Environmental Assessments
Ocean Acidification Minimization

Resilience & Adaptive Capacity
E m i s s i o n s   M i t i g a t i o n
r a t e g i c   P l a n n i n g

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Pro d uct Ste w ardship
Cultural & Natural Heritage Protection
Operational Risk Assessment
Sustainable Urbanization
Impact Assessments

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Gender-Sensitive Policies

Inclusive Decision-Making 

Women’s Employment Opportunities 
Water Strategy
Water Use Efficiency
Water Risk Management

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22

KEY ISSUE AREAS FOR OIL AND GAS MAPPED TO THE SDGs

EXECUTIVE SUMMARY  |  ix

New Zealand Oil & Gas Annual Report 2020 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Our business strategy of responsibly delivering energy  
to help meet society’s energy needs supports the SDGs

Development 
Goal

Initiatives by New Zealand Oil & Gas

The taxes and royalties we pay help the government fund essential 
social services. Natural gas helps to keep energy costs affordable, and 
produces less carbon than many alternatives in the global energy system

Affordable energy security is a crucial part of 
New Zealand's agricultural exports to the world

More Information

Pages 84–112

Pages 6–11

Support for warm homes. Employee health 
and well-being checks, safety focus

Pages 20, 24–25, 65, 76

www.nzog.com/dmsdocument/492

Support for primary and tertiary Science Fairs in Otago and Southland. 

Working with O.G. Oil & Gas to deliver scholarships 
and support industry research in 2019.

www.nzog.com/our-story/communities/
nzog-scholarships/the-eyal-and-marilyn-ofer-
family-foundation-scholarship-program/

Inclusive decision making through community engagement. 

Pages 58–59

Diversity Policy, family-friendly and flexible work place focus.

Seeking Rainbow Tick

Commercial opportunities to help deliver energy 
to meet societies changing needs

Pages 28–31

Our values - Ethics and Transparency

Pages 14–15

Capturing Local Economic Content Policy 

www.nzog.com/dmsdocument/486

Socially responsible production

Pages 12–47

Advocate for regulatory change to support a price 
on carbon and carbon capture and storage 

Support for a price on carbon

TCFD reporting

Corporate office emissions reductions and offsets

Our values - Ethics and Transparency

Corporate Governance

Materiality Matrix and Stakeholder engagement

Promote industry sustainability reporting, and 
industry use of SDGs and IPIECA material

Page 38

Pages 27–47

Pages 44–46

Pages 14–15

Pages 48–81

Page 18

This page and section from page 18

23

New Zealand Oil & Gas Annual Report 2020Supporting  
Our Community

24

Southland  
Warm Homes Trust

$70,000

Southern  
Wildlife Hospital

$10,000

over past four years  
towards insulating 

150 + 

houses

Dunedin 
Curtain Bank

$10,000

to date, and 

$40,000

more over the next 2 years

Dog Island  
Motu Piu Trust

$10,000

Support for annual  
Science fairs 
in Dunedin and Invercargill

We funded the planting of

3,564 trees

New Zealand Oil & Gas Annual Report 2020Warmer homes through  
Curtains in Dunedin

The Dunedin Curtain Bank up-cycles unwanted and 
unused curtains, lines them, and distributes them to 
those in need in our community.

Curtains make a significant difference to the warmth of 
a home. A third of all heat loss in an uninsulated home 
occurs through windows. 

Over 7 years Dunedin Curtain Bank has given out 3,000 
pairs of curtains. Last year it provided more than 450 
pairs of curtains throughout Dunedin and its greater area.

On the recommendation of the Southern Community 
Panel, New Zealand Oil & Gas proudly supported the 
curtain bank with a grant of $10,000 with another 
$40,000 committed over the next two years.

Warmer homes through  
Cosy Homes Trusts

Many New Zealanders are living in cold, 
damp houses and experience associated 
health issues. 

Since 2015  New Zealand Oil & Gas has been 
helping South Island warm homes trusts, 
after a recommendation from our Southern 
Community Panel.

The trusts are delivering more energy 
efficient homes and healthier living 
environments.

Our support was matched by the Energy 
Efficiency and Conservation Authority 
(EECA) and other third-party funding to 
provide insulation for over 150 homes 
across Otago and Southland.

Supporting science education through 
School Science Fairs

Since 2016 New Zealand Oil & Gas has supported 
southern science fairs to help students understand 
more about earth science, energy efficiency, 
Mātauranga Māori, marine science, and much more.

25

New Zealand Oil & Gas Annual Report 2020Recognition  
for our staff

26

New Zealand Oil & Gas congratulates  
Paris Bree, New Zealand young in‑house 
lawyer of the year. 

New Zealand Oil & Gas General Counsel Paris Bree was recognised at the 2019 
New Zealand Law Awards for New Zealand Young In-House Lawyer of the Year.

In a busy year of achievement, her work included pulling 
together the complex Ironbark joint venture. Supporting 
her nomination, Nick Baker, from leading Australian firm 
Herbert Smith Freehills, said: “The transaction involved a 
number of complex features and counter-parties working 
across jurisdictions (including two ASX-listed companies 
and UK-based BP, one of the world’s energy super-
majors). Paris Bree led the legal work and significant 
components of the commercial negotiations. Her strong 
understanding of commercial drivers, knowledge of the 
full range of material issues, and her ability to negotiate 
delicate and intricate issues with multiple counter-
parties set her apart. In our view Paris rates among the 
best in- house lawyers we deal with at any age and stage 
of their careers.”

All this, and much more, was accomplished while taking time out from parental 
leave with her baby, then aged seven months.

New Zealand Oil & Gas Annual Report 2020Taskforce on 
Climate‑related 
Financial 
Disclosures 
(TCFD) 
Statement

This section outlines the  
New Zealand Oil & Gas 
approach to climate change.

It addresses themes 
recommended by the G20 
Task Force on Climate-Related 
Financial Disclosures (TCFD).

27

New Zealand Oil & Gas Annual Report 2020TCFDStatement from 
the managing 
director on 
TCFD and 
sustainability

28

New Zealand Oil & Gas is guided in everything 
we do by our values. We believe we can help 
to meet New Zealand's energy needs and run 
our business in a responsible, ethical way. 

We are proud to set a standard for our industry among smaller cap companies, 
responding to climate challenges, and working on relationships in our community 
to develop our energy needs for the future.

This report sets out our progress.

In 2019 we completed a review of Taskforce on Climate related Financial 
Disclosures (TCFD) recommendations. As result, we have made changes to our 
governance approach to climate-related risks and opportunities. These changes 
have resulted in key climate risks and opportunities being considered in a 
structured way. We now provide for review at board-level through the board 
Operational Risk and Sustainability Committee (ORS).

New Zealand Oil & Gas Annual Report 2020TCFDSpecific changes made as a result of this review include:

—   Staff regularly consider 

climate issues in monthly 
HSSE meetings;

—   Climate risk and opportunities 
are a standing item on the ORS 
Committee agenda;

—   Executive management 

—   Changes were made to 

received TCFD specific training

the corporate risk register 
to more clearly identify 
climate-related risk.

—   We made reporting more 

transparent by changing to 
follow the TCFD structure 
where applicable.

The changes are outlined in more detail below following the TCFD structure: 
Governance, Strategy, Risk Management and Metrics and Targets. The structure 
is set out in the accompanying table.

New Zealand Oil & Gas accepts the science of climate change, and the role we 
have in helping to reduce global emissions. The world needs us to reduce the 
emission of carbon dioxide and methane from human activity.

In our own operations, we are taking steps to reduce our environmental footprint, 
but there is limited difference we can make. Direct emissions are produced from 
our small head office in Wellington, where we have reduced our carbon footprint, 
and we paid for 3,564 trees to be planted - enough to remove about 811 tonnes 
of carbon.

The broader challenge is around emissions from production of oil and gas, and 
use of the products themselves. The division between our use, and use by others 
are known in climate policy as Scope 1, 2 and 3 emissions. We can affect our 
Scope 1 emissions; we have less influence over ultimate uses, and less visibility 
over whether emissions are offset by the consumer and which alternative fuels 
are displaced. For example, gas exported to Asia as methanol may substitute for 
coal in the manufacture of petrochemicals or electricity generation, or it might 
be purchased because it provides cheaper baseload than a renewable alternative. 
Some of our production is re-sold in international markets, which sets a 
boundary to emissions reporting in this document.

29

New Zealand Oil & Gas Annual Report 2020TCFDWe are pleased to set out in this section of our annual 
report the targets we adopted this year for climate‑related 
performance and our performance metrics.

Our review of climate risk indicated that relevant risks were already carefully 
considered as part of our previous risk management framework. For example, 
risks of increasingly severe and frequent weather events are routinely 
considered in asset management risk plans. Risks of long term changes in 
demand and prices, access to investment capital and risks of regulatory 
responses to climate, have long been a standard feature of sensitivity testing 
in our economic models. However, as a result of the TCFD process, we have 
explicitly identified these risks as climate-related. 

Caution is needed in giving undue weight to specific causes of risk.  
A couple of examples

—   A pandemic was a predictable 

—   As there is no feasible 

(and predicted) event, 
even if the particular 
covid-19 outbreak was not. 
The resulting general impact 
on demand is predictable 
as well. However, unlike 
climate-related risk, there 
is no clamour to highlight 
health-related risks within our 
risk reporting. 

path to transition without 
gas substituting for coal 
in global energy systems, 
this strategy offsets 
financial risk, if any, from 
disinvestment in the sector.

We weigh risks methodically, and we caution readers that the introduction 
of a special section emphasising climate-related risk in this report reflects 
regulatory trends more than changes in the underlying weighting of particular 
categories of risk for our Company.

We have responded to climate risk also by supporting our industry and 
business groups to promote economically efficient carbon trading because 
a trading scheme is the fairest, most effective and responsible policy for 
reducing carbon emissions.

30

New Zealand Oil & Gas Annual Report 2020TCFDIn forecasting demand, we have been guided by International Energy Agency 
reports, which find the demand for natural gas is growing and will reach a 
market share of about a quarter of all global energy demand. 

Natural gas and LNG are crucial to reducing carbon emissions. Emerging 
economies are looking to substitute lower carbon alternatives like natural 
gas for higher emission coal. To illustrate: If we can locate more natural gas 
at Ironbark in Western Australia later this year, and develop a discovery, we 
may be able to export LNG into Asian markets. Experts believe Australian 
LNG exports could reduce global emissions of CO² by up to 300 million 
tonnes a year. That's three times as much as Australia’s annual emissions 
reduction target under the Paris Agreement. A big natural gas discovery could 
materially reduce global carbon emissions.

Natural gas is the best form of thermal back up for 
renewables ‑ renewable energy systems literally cannot 
meet modern energy needs without them.

Just as importantly, plants such as Kupe in south Taranaki, New Zealand, 
produce natural gas as ethically as just about anywhere on Earth. Labour 
standards and environmental performance compare favourably to third 
world coal mines, or the world's lithium and cobalt sources (key ingredients 
in batteries). 

Unlike some of the oil that comes from the world's largest producing 
jurisdictions, revenues from Kupe do not fund terrorism, criminal enterprises 
or political corruption. We pay our taxes and we observe the rules and laws of 
the places we work.

Our activities help to make the world a better place. We do our work by a set 
of values that make us proud, and which contribute to a healthier, wealthier, 
more sustainable world. I am pleased to commend our activities to you and 
set out our approach below.

Andrew Jefferies 
Chief Executive

31

New Zealand Oil & Gas Annual Report 2020TCFDExecutive 
Summary

TCFD report

Our Climate Commitment

We recognise that climate change is a significant issue affecting society, which 
demands a transition to a low-carbon economy, global political collaboration and 
citizen action.

We believe that we help the world move towards a low-carbon economy by being 
part of the energy mix that is required to deliver secure, reliable, sustainable and 
affordable energy.

We recognise and support global efforts to reduce climate change through clear 
and meaningful policy and market settings.

Our Climate Change policy

www.nzog.com/dmsdocument/493

32

New Zealand Oil & Gas Annual Report 2020TCFDOur Action

WE WILL 

Actively identify, manage and mitigate 
material climate risk to our business, 
and report our governance, strategy, 
risk management and targets and 
metrics transparently

Actively promote the benefits of gas 
as a lower-emitting transition fuel 
that supports energy reliability and 
affordability, and is a strong companion 
for the uptake of renewables

Meet the carbon reporting 
requirements of the regions 
we operate in

Actively review and implement 
opportunities to reduce the carbon 
impact of our own operations

Support our joint venture partners 
to look for and implement low 
carbon solutions

Respond meaningfully to stakeholder 
views and expectations around climate 
change as it pertains to our activities

WHAT WE HAVE DONE

Aligned risk management processes, 
governance and reporting with 
Taskforce for Climate Financial 
Disclosures framework. Include 
TCFD statements in Sustainability/
Annual Report

Commenced analysis of an internal 
price on carbon to inform TCFD risk and 
commercial decisions

Developed and adopted 
a climate policy

We planted 3,564 trees to offset our 
Scope 1 emissions

33

New Zealand Oil & Gas Annual Report 2020TCFDGovernance

Strategy

Disclose the organisation's 
governance around climate‑
related risks and opportunities.

Disclose the actual and 
potential impacts of climate‑
related risks and opportunities 
on the organisation’s 
businesses, strategy, and 
financial planning where such 
information is material.

Recommended Disclosures

Recommended Disclosures

A

B

Describe the board’s oversight 
of climate-related risks 
and opportunities.

Describe management’s 
role in assessing and 
managing climate-related 
risks and opportunities.

A

B

C

Describe the climate-related 
risks and opportunities the 
organisation has identified over 
the short, medium, and long term.

Describe the impact of climate-
related risks and opportunities 
on the organisation’s business, 
strategy, and financial planning.

Describe the resilience of the 
organisation’s strategy, taking 
into consideration different 
climate-related scenarios, 
including a 2°C or lower scenario.

See our response pages 36—37 

Our responses pages 38—40 

34

New Zealand Oil & Gas Annual Report 2020TCFDRisk Management

Metrics & Targets

Disclose how the organisation 
identifies, assesses, and 
manages climate‑related risks.

Disclose the metrics and targets 
used to assess and manage 
relevant climate‑related risks 
and opportunitieswhere such 
information is material.

Recommended Disclosures

Recommended Disclosures

A

B

C

Describe the organisation’s 
processes for identifying and 
assessing climate-related risks.

Describe the organisation’s 
processes for managing 
climate-related risks.

Describe how processes for 
identifying, assessing, and 
managing climate-related risks are 
integrated into the organisation’s 
overall risk management.

A

B

C

Disclose the metrics used 
by the organisation to 
assess climate-related risks 
and opportunities in line 
with its strategy and risk 
management process.

Disclose Scope 1, Scope 2, 
and, if appropriate, Scope 3 
greenhouse gas (GHG) emissions, 
and the related risks.

Describe the targets used 
by the organisation to 
manage climate-related 
risks and opportunities and 
performance against targets.

See pages 41—43 

Pages 44—47 

35

New Zealand Oil & Gas Annual Report 2020TCFDGovernance

Climate risks are 
understood and 
managed.

Ultimately, the board has responsibility for reviewing all risks, including 
climate-related risk and opportunities, and ensuring these are appropriately 
managed to support delivery of our business strategy. The board’s charter 
requires it to:

“Understand the material risks faced by the Company and ensure the 
Company has appropriate risk management strategies and control 
measures in place and is actively managing these.”

The process for considering risks is set out in the risk management system 
framework. The framework aligns with International Standard ISO 31000 
Risk Management - Principles and Guidelines and meets the requirements 
of the ASX Corporate Governance Principles and Recommendations, 
Principle 7: Recognise and Manage Risk.

This governance process is outlined in the graphic below.

BOARD OF DIRECTORS

—   Board Charter

—   New Zealand Oil & Gas 

Risk Management System

—   ISO 31000 Risk 
Management

—   NZX Listing Rules and 
Corporate Governance 
Code eg. principle 6 - 
Risk Management

—   Reviews Risk analysis 

received from 
ORSC and adjusts 
strategy accordingly

—   ASX Corporate Goverance 
Principles eg. 7 Recognise 
and Manage Risk

BOARD OPERATIONAL RISK AND 
SUSTAINABILITY COMMITTEE (ORS)

—   Reviews risks annually including changes 

derived from Risk Owners and the 
management team

—   Reports risk and opportunites to board

MANAGEMENT TEAM

—   Regularly to review risks 
and update Risk Register

—   Report Risk Register to 

ORS Committee

STAFF HEALTH, SAFETY AND 
ENVIRONMENT COMMITTEE

—   Meets weekly and monthly to 

identify and review HSE incidents 
(actual or potential) and where 
appropriate, feed these into 
the Risk Register

36

New Zealand Oil & Gas Annual Report 2020TCFDThe board Operational Risk and Sustainability 
Committee monitors risk and reviews the Company’s 
policies, including its response to climate change, and 
climate-related risk.

A series of formal policies and risk management 
processes relate to climate issues, including the climate 
change policy, environment policy, risk management 
framework and sustainability framework.

The Company’s risk register assesses climate impacts, 
both as stand alone risks, and as risks embedded in 
individual management plans. For example, asset 
management plans assess risks of increased severe 
weather impacts and coastal erosion effects that are 
forecast effects of climate change.

As outlined here, the Company adopted specific 
measurable targets in support of climate policy. 
These include:

— 

— 

— 

 Making climate risks that were implicit in the risk 
register identifiable as climate-related risks.

 Assessing the Company’s emissions and 
purchasing trees that offset carbon emitted by the 
Company’s activities.

 Emphasising natural gas and LPG in its strategy. 
As gas emits much less carbon than coal, the IEA 
and other forecasters expect robust demand for 
gas for decades.

Management is responsible for identifying, assessing 
and managing risk and reporting this to the board 
through the ORS committee. Management risk owners 
continuously identify and manage risks. Management 
reviews the corporate risk framework including the 
risk register, regularly. The ORS committee receives 
a report on updates to the register.

Checklist

The Company Health, Safety and Environment 
committee meets weekly and more formally 
monthly to identify and review actual or potential 
HSE incidents, including those at partner operated 
facilities. These reviews are integrated into the risk 
register, where appropriate. Climate-related risks 
may be raised in these processes.

Members of the Management Team, including 
the Chief Financial Officer and General Counsel 
undertook TCFD training in 2019.

At an operational level, responsibility for day-to-day 
oversight of climate risk and opportunity (including 
managing climate objectives and targets that sit 
within the Sustainability Framework), rests with the 
General Counsel.

All corporate charters and policies are available in the 
corporate governance section of the Company’s website.

The Operational Risk and Sustainability Committee charter

www.nzog.com/dmsdocument/370

Environment policy

www.nzog.com/dmsdocument/491

The risk management system framework 

www.nzog.com/dmsdocument/ 
1-risk-management-procedure

Recommendation

✔  ❘  ✗

Explanation of non-compliance

Disclose the organisation’s 
governance around climate-
related risks and opportunities

Describe the board’s oversight 
of climate related risks and 
opportunities

Describe management’s role in 
assessing and managing climate-
related risks and opportunities

✔

✔

✔

37

New Zealand Oil & Gas Annual Report 2020TCFDStrategy

Low carbon 
opportunity for 
the Company.

The TCFD requires a description of climate-related risks and opportunities 
that the organisation has identified over the short, medium and long term, 
and a description of the impact of these risks on businesses, strategy and 
financial planning;

The relevant risks are shown in the table below, on Pages 42–43.

The main strategic impact of the risks and opportunities identified is that 
the Company has a preference for natural gas in its strategic planning 
processes. There is consensus across reputable modelling and projections, 
including the well-regarded World Energy Outlook produced by the 
International Energy Agency (IEA), that global energy demand will increase 
by a quarter to a third over the next 20 years. This demand will be met by 
renewables increasing quickly, along with a slower, but still increasing, 
supply of gas in the global energy supply. 

The IEA World Energy Outlook projects more than two-thirds of global oil and 
gas imports will flow to Asia by 2040. The market for natural gas exported 
from New Zealand or Australia would be expected to be Asia. Imports of gas 
into China, India, Japan and South Korea will replace coal-fuelled electricity, 
or coal used to create methanol. A large gap in energy supply for Asia will not 
be filled with renewables, even with massive growth expected in renewable 
energy. Natural gas is therefore likely to avoid an expansion of coal use, 
which would be likely in the absence of natural gas availability.

This opportunity is a strategic focus for the Company. We anticipate 
increasing regulation, a higher price on carbon, and other limits to 
emissions and incentives for renewable energy uptake.

In anticipation of higher 
carbon prices, the 
Company is looking at 
these measures:

1

Applying a shadow carbon 
price to understand the 
potential impact of a carbon 
charge; and

2

The application of an internal 
levy to fund carbon mitigation 
projects

Initial investigation of a shadow carbon price appears to offer little 
analytical advantage, as price sensitivity is already a fundamental feature 
of the Company’s economic models. 

Some carbon mitigation is underway. The Company is offsetting its own 
travel emissions and some other office-related emissions. Few efficient 
policy mechanisms exist for offsetting Scope 3 emissions, which are 
emissions of carbon from use of the oil and gas that the Company sells. 
As carbon prices are applied to production of hydrocarbons (or to the import 
of oil in destination markets), further emissions offsets would double count 
the emissions impact.

38

New Zealand Oil & Gas Annual Report 2020TCFDResilience of the 
organisation’s strategy 
in different climate 
related scenarios.

The TCFD requires a description of the resilience of the Company’s strategy, 
taking into consideration different climate related scenarios including a 2°C 
or lower scenario.

The Company keeps up to date with the International Energy Agency’s World 
Energy Outlook, and models produced by other industry leaders such as the 
BP Energy Outlook. To further support our modelling assumptions, we seek 
information from our JV partners and potential commercial opportunities 
relating to management of climate change risk, including scenario analysis 
where undertaken, following the structure of TCFD. This investigation 
should alert us to climate change risk and opportunities across the 
jurisdictions we are active in.

Domestically, the Company applies analysis from the Business Energy 
Council of New Zealand’s energy outlook scenarios.

Sensitivity testing is applied by checking outlooks against the IEA 
‘sustainable energy’ scenario. In that model, policy mechanisms would 
be sufficient to reduce carbon emissions to a point where temperature 
increases would be limited to 1.5 degrees above long term natural 
averages). It states:

The Sustainable Development Scenario maps out a way to meet sustainable 
energy goals in full, requiring rapid and widespread changes across all parts 
of the energy system. This scenario charts a path fully aligned with the Paris 
Agreement by holding the rise in global temperatures to “well below 2°C 
… and pursuing efforts to limit [it] to 1.5°C”, and meets objectives related 
to universal energy access and cleaner air. The breadth of the world’s 
energy needs means that there are no simple or single solutions. Sharp 
emission cuts are achieved across the board thanks to multiple fuels and 
technologies providing efficient and cost-effective energy services for all.

…

In the Sustainable Development Scenario, natural gas consumption 
increases over the next decade at an annual average rate of 0.9% before 
reaching a high point by the end of the 2020s. After this, accelerated 
deployment of renewables and energy efficiency measures, together with a 
pickup in production of biomethane and later of hydrogen, begins to reduce 
consumption.

By 2040, natural gas demand in advanced economies is lower than current 
levels in all sectors apart from transport, where demand remains broadly 
similar to the level reached in the Stated Policies Scenario. In developing 
economies, gas growth in the power sector rises to 2030 but falls back due 
to a growing share of renewables, while growth in industrial demand is half 
the level of the Stated Policies Scenario. Although absolute consumption 
falls, natural gas gains market share at the expense of both coal and oil in 
sectors that are difficult to decarbonise, such as heavy-duty transport and 
the use of heat in industry. Even though natural gas-fired power generation 
declines, capacity grows compared with today as a consequence of the role 
of gas in providing power system flexibility.

39

New Zealand Oil & Gas Annual Report 2020TCFDFuture demand for gas exported from the Company’s areas of interest is 
heavily dependent on likely future demand for LNG. The IEA comments:

Developing economies in Asia are the main engines of LNG growth, with the 
market share of LNG in total gas demand growing from 20% in 2018 to 40% 
by 2040. By 2040, the average gas molecule travels over 5 000 kilometres to 
reach consumers in developing Asian markets, nearly twice as far as today.

There is significant uncertainty, however, as to the scale and the durability 
of demand for imported LNG. Emerging markets in Asia face higher costs for 
imports than for domestically produced gas. Even though spot gas prices fell 
to record lows in 2019 on the back of ample LNG supplies, over the long-term 
end-user prices generally seem set to rise.

The World Energy Outlook

www.iea.org/reports/world-energy-outlook-2019

The Company’s strategy, which focuses on natural gas, 
aligns with this modelling.

By delivering gas and condensate into Asian markets, the Company is helping 
provide security of supply and downward price pressure that is contributing to 
reduced use of coal, and the poorer health outcomes and higher emissions that 
go with coal.

Checklist

Recommendation

✔  ❘  ✗

Explanation of non-compliance

Disclose the actual and potential 
impacts of climate-related 
risks and opportunities on the 
organisation’s businesses, strategy 
and financial planning where 
such information is material.

Describe the climate related risks and 
opportunities the organisation has 
identified over the short, medium and 
long term.

Describe the impact of these 
risks on businesses, strategy and 
financial planning.

Describe the resilience of the 
organisation’s strategy, taking into 
consideration different climate 
related scenarios including a 2°C or 
lower scenario.

✔

✔

✔

✔

40

New Zealand Oil & Gas Annual Report 2020TCFDRisk 
Management

The TCFD requires the Company to disclose how climate-related risks are 
identified, assessed, and managed, and how the processes for climate risk 
are integrated into wider risk management processes.

An integrated 
and active risk 
management 
approach

The Company’s Risk Management System Framework applies consistent 
and comprehensive risk management practices.

Risks, including climate risks, are recorded in the central risk register, 
which considers the risks, reviews the controls, assigns ownership of a risk 
and tracks treatment plans. Risk assurance and oversight of climate risk 
management is provided through internal review by the board Operational 
Risk and Sustainability Committee. The full climate risks are considered 
as part of the normal risk management process. See the discussion under 
Governance, at page 36–37 in this section, and the discussion of the Risk 
Management System Framework in the corporate governance section 
on page 76.

Responsibility for identifying, documenting and managing risks and 
opportunities is delegated to the appropriate level of management. The 
General Counsel has responsibility for climate risk. Asset managers are 
responsbile for risks to individual assets, and the Chief Financial Officer has 
management responsibility for financial and investment risks associated 
with climate change.

Climate risks are identified on an ongoing basis. Consideration is given 
to industry and peer discussion, shareholder and community feedback, 
regulatory changes, and expertise of our own staff. 

Primary risks to New Zealand Oil & Gas from climate change fall into the 
following broad categories: Policy and Legal, Physical (acute and chronic), 
Financial, Social/Political/Regulatory, and Technological. All these risks have 
potential financial and operational implications due to lost profitability and 
increased delays.

A summary of the main risks and mitigations, their time horizon 
(categorised as short, medium or long-term), and the strategy response to 
these is included in table on the following page.

41

New Zealand Oil & Gas Annual Report 2020TCFDThe table uses the following time horizon categroies 

S  short 0-5 years  M  medium 5-10 years 

L  long 10+ years

Risk Type

Non  
physical  
risks

Policy and 
legal risks

Description

Time

Control

S M L

Robust internal processes.

Litigation against companies 
and/or directors on climate 
grounds (claiming causation 
or seeking greater action to 
mitigate effects) could have 
reputational, development 
and operating cost impacts.

Changing regulations including 
bans and restrictive regulations, 
taxes and emissions limits 
across all jurisdictions 
risk viability of projects

Ensure board and management 
understand their fiduciary duties 
around climate change risk.

Update internal processes, including due 
diligence of commercial opportunities 
and joint venture processes to 
identify and manage climate risk.

Monitor the jurisdictions where we 
undertake activities. Look to invest in a 
number of jurisdictions to mitigate changes 
to any individual regulatory environment.

Actively participate in New Zealand’s 
environmental regulation framework 
through our industry advocacy bodies  
PEPANZ, Business New Zealand and 
the Business Energy Council.

Develop evidence for environmental 
business cases, including the role of 
natural gas in a net carbon-zero future.

Strengthen corporate 
environmental performance through 
sustainability framework.

Report value-add prominently, and 
engage skilled energy professionals 
in carbon response.

Reputational 
and social 
license risks

Increased stakeholder 
disengagement and oppositional 
activism. Loss of social 
license, leading to project 
delays or stoppages.

S M L

Financial 
risks

Recruitment and retention risk.

Risk of partner misalignment 
from divergent approaches 
to carbon management.

Divestment movement 
increases, affecting availability 
and cost of capital.

Insurance premiums increase. 
Potential for classes of 
assets and locations to 
become uninsurable. 

Capital cost increases if new 
environmental standards 
require more expensive supplies 
relative to alternatives).

M L

Due diligence screening of commercial 
opportunities and joint venture processes 
to identify and manage climate risk.

Consider whether an internal shadow price 
on carbon helps to mitigate carbon price 
changes, or affects investment decisions.

S M L

S M L

Seek to align with JV partner approaches 
to achieve consistency in analysis.

Due diligence screening of commercial 
opportunities and joint venture processes 
to identify and manage climate risk.

Undertake assurance relating 
to insurance forecasts.

Carbon pricing adopted 
across jurisdictions, or 
inconsistently between them.

Changes to price and cost 
forecasts result in  stranded 
assets or reserves.

S M L

S M L

Have access to a range of funding 
options, including strong relationships 
with lending institutions, and access 
to liquid capital markets.

Robust reporting on ESG matters, 
including TCFD compliant reporting.

Jurisdictional diversification to avoid impact 
of sudden, unilateral changes, confiscation 
or value destruction by regulation.

42

New Zealand Oil & Gas Annual Report 2020TCFDRisk Type

Physical risks

Acute & 
Chronic

Time

M L

Description

Physical assets, especially 
our coastally-located gas 
production plant, may be subject 
to increased frequency and 
intensity of extreme weather 
events such as storms, flooding, 
coastal inundation, lack of 
water availability, or slips.

Opportunities Commercial

Offshore drilling and 
production delayed or shut in 
by increased weather events.

Global reduction in high 
carbon sources such as coal 
is increasing demand for 
natural gas as a lower carbon 
partner to renewables.

S M L

Strategic preference for natural gas.

Control

Robust engineering for anticipated 
environmental conditions.

Embedding internal procedures to 
ensure potential climate impacts are 
considered in development design.

Carbon policy provides for review 
of climate issues in strategic and 
operational decisions. Examples 
include mitigation of operational 
emissions (flaring, fugitive emissions, 
use of renewable sources on site).

Our role as non-operator but active JV 
partner presents opportunities to partner 
with and provide greater support for our 
joint venture partners in pursuing low 
carbon innovations on site, including 
addressing fugitive emissions. 

Review opportunity set to broaden 
exposure to lower emission possibilities, 
where New Zealand Oil & Gas has, or could 
realistically develop, competitive strengths.

Further develop, evidence and 
communicate the environmental business 
case for gas displacing coal in Asia.

Maintain local relationships and 
discussions about contributing to socially 
desirable low carbon outcomes.

Reputational

Partnering with local 
communities to support 
low carbon initiatives.

S M L

Checklist

Recommendation

✔  ❘  ✗

Explanation of non-compliance

Disclose how the organisation 
identifies, assesses and manages 
climate-related risks

Describe the process for identifying 
and assessing climate risks.

Describe processes for managing 
climate risks.

Describe how processes for 
identifying, assessing and managing 
are integrated into overall risk 
management.

✔

✔

✔

✔

43

New Zealand Oil & Gas Annual Report 2020TCFDMetrics & 
Targets

Our targets reflect 
our current level 
of activity and 
the current size of 
the business

The TCFD requirement is to disclose the measures we use to assess 
climate-related risks and measure them, disclose emissions 
(by Scope 1,2 and 3), and describe the targets that we use to manage 
climate-related risk.

Risk management systems are described above.

Scope 1 emissions relate to New Zealand Oil & Gas-operated activities. 
Currently these include corporate office activities only. 

Kupe emissions are included because they are material. Cue Energy 
emissions are the subject of Cue’s reporting, and are not included in 
this statement.

Scope 2 emissions from power purchased for our head office are at such 
a low scale we consider a reduction target for this aspect would not be a 
meaningful use of resources. The Company intends to review an appropriate 
basis for an emissions targets if it commences significant exploration or 
other operational activity.

The Company has not reported Scope 3 emissions. 

However, air travel by our people prior to covid-19 was significant. 
Accordingly, we attempt to offset emissions from corporate air travel.

Read about tree planting carbon offsets

grow.treesthatcount.co.nz/funders/nzog#plantings

At reporting date

funded

10 

planters

to plant

estimates

3,564 

trees

811 

tonnes of carbon 
will be removed

The Trees That Count marketplace provides a place for all New Zealanders to 
fund or gift native trees. This support is matched with planters throughout 
the country who are restoring, and growing, precious wildlife corridors or 
pockets of native forest, turning small projects into mighty ones.

44

New Zealand Oil & Gas Annual Report 2020TCFDHere are some of the 
projects we have helped

Town Belt Kaitiaki

678trees

Aotea Conservation Volunteers

527trees

Halo Project

642trees

Town Belt Kaitiaki is a long-term, student-led 
education programme currently involving 14 
Dunedin schools and early childhood centres (over 
5000 young people). The space they have adopted is 
the 204 ha Dunedin Town Belt. The aim is to engage, 
inspire and empower young people so that they can 
make an active difference in their local community 
right now. Schools are involved in planting, predator 
control and raising the profile of the Town Belt, 
a vision that was set by the Student Leadership 
Team that runs the programme.

Read more about this project

grow.treesthatcount.co.nz/planters/
townbeltkaitiaki#funding

Aotea Conservation Volunteers are retired active 
senior suburban residents transforming reserves 
from weeds to natives near Porirua in Wellington.

Read more about this project

grow.treesthatcount.co.nz/planters/
aoteaconservationvolunteers#funding

The Halo Project, administered by the Landscape 
Connections Trust (LCT), is an umbrella project for 
a range of community-driven conservation and 
environmentally focused initiatives. Some of these 
include a predator control program, healthy streams 
educational program, and the Forest Restoration 
Project (FRP).

The FRP aims to increase the quantity, quality 
and connectivity of forest in the coastal Otago 
landscape from North Dunedin through to Karitane 
by working with both private and public landowners. 
Current restoration sites are highly varied and 
include bare pastureland, coastal ngaio forest, 
dryland kowhai forest and mature podocarp 
forest, among others. By increasing the number, 
size and connectivity of forest fragments, we are 
aiming to provide more habitat for indigenous 
species and allow them to move through the 
landscape more easily. In turn, this will integrate 
indigenous biodiversity into agricultural and 
residential landscapes, and into the daily lives 
of local residents.

Read more about this project

grow.treesthatcount.co.nz/planters/
jamestweed#funding

45

New Zealand Oil & Gas Annual Report 2020TCFDFocus Area

Target

Impact

Measured by

Risks of carbon 
pricing reflected 
in financing and 
investment decisions.

Management reporting 
to Operational Risk and 
Sustainability board 
committee.

Delivery of TCFD training 
module to ORS and 
Management in 2020

Investigate applying a shadow carbon 
price to understand the potential 
impact of a carbon charge.

Investigate applying an internal levy 
to fund carbon mitigation projects. 

Undertake regular scan of regulatory 
and market impacts of climate change 
across operational jurisdictions, 
reported to the Operational Risk and 
Sustainability board committee.

Ensure board and management 
understand duties around 
climate change risk.

Review risk management processes and 
governance.

Align risk management 
reporting with 
TCFD framework.

TCFD statements in Annual 
Report and posted online.

Environmental contribution through tree 
planting programme.

Helps to offset Scope 
1 emissions from 
corporate air travel

Reporting of offset 
of annual emissions 
from flights.

Deliver natural gas, LPG and condensate 
energy into New Zealand, Australia and 
Asian markets.

Baseload stability to 
support the uptake 
of renewables.  

Public reporting of 
production, quarterly and 
annually.

Carbon mititgation 
through Trees That Count 
methodology.

Ensure internal 
processes account 
for carbon risk 1

Ensure internal 
processes account 
for carbon risk 2

Mitigate the 
Company’s 
operational 
emissions 3

Provide alternative 
to energy sources 
associated with 
high emissions 
and poor human 
health outcomes 
(eg coal, heavy oil), 
especially in Asia. 4

1  The potential purpose of an internal carbon price is to make more 
transparent the risks of long term changes in demand and prices, 
access to investment capital and risks of regulatory responses to 
climate such as carbon pricing. Risks to these factors are a standard 
part of the Company’s economic modelling, which apply sensitivity 
testing to long-term prices, and market forecasts. Jurisdictional 
risk is a standard part of due diligence and risk management. 
Consequently, the Company has been able to identify little advantage 
from labelling a component of these risks as an internal carbon 
price. The issue is being kept under review, however, because further 
information is being collected.

2  This report. Alignment commenced 9 March 2020, with the upload of 

initial TCFD statement, available here:  
www.nzog.com/assets/Uploads/TCFD-statement-NZOG.pdf 

3 See pages 44–45

4 See Production data, pages 6–10

46

New Zealand Oil & Gas Annual Report 2020TCFDChecklist

Recommendation

✔  ❘  ✗

Explanation of non-compliance

Disclose the metrics and targets 
used to assess and manage 
relevant climate-related risks 
and opportunities where such 
information is material.

Disclose the metrics used by the 
organisation to assess climate 
related risks and opportunities 
in line with its strategy and risk 
management process.

Disclose Scope 1, Scope 2 and, if 
appropriate, Scope 3 greenhouse gas 
emissions, and the related risks.

Describe the targets used by the 
organisation to manage climate-
related risks and opportunities and 
performance against targets.

✔

✔

✔

✔

The Company does not disclose 
Scope 3 emissions, as the 
information is not obtainable.

47

New Zealand Oil & Gas Annual Report 2020TCFDCorporate Governance 
Best Practice Codes 

The Company regularly reviews and assesses 
governance processes, policies, and its compliance 
with corporate governance best practice. This 
includes assessing compliance with the NZX Listing 
Rules and Corporate Governance Code 1 January 
2020 (NZX code).

This section of the report is structured to report 
performance against the principles of the NZX 
Code. Information presented under each principle 
is followed by the NZX Corporate Governance 
checklist.

In complying with the NZX Code, the Company’s 
corporate governance outcomes also substantially 
meet the principles of the FMA Corporate 
Governance Handbook. The Company is compliant 
with these rules and guidelines except as otherwise 
noted in the following pages.

This statement was approved by the board on 
28 August 2020. 

Corporate 
Governance 
Statement

New Zealand Oil & Gas Limited 
(the Company) is a limited  
liability company registered 
under the New Zealand 
Companies Act 1993.

The Company is listed and its 
shares quoted on the Main Board 
equity security market operated 
by NZX Limited (NZX) under the 
code “NZO”. The Company has 
applied for foreign-exempt listing 
on the ASX. If it is approved it will 
again be listed on the ASX (this 
time as a foreign exempt entity).

This statement sets out the main 
corporate governance practices 
adopted by the Company.

It is current to 30 June 2020 
(except where a more recent 
date is expressly stated), and has 
been approved by the board.

48

New Zealand Oil & Gas Annual Report 2020Principle 1

Code of Ethical 
Behaviour

“Directors should set high 
standards of ethical behaviour, 
model this behaviour and hold 
management accountable for 
these standards being followed 
throughout the organisation.”

New Zealand Oil & Gas Limited is committed to 
the highest standards of corporate governance 
and aspires to continuous improvement in its 
governance performance.

The board’s overarching governance objectives are:

Code of Business Conduct and Ethics

The Company’s Code of Business Conduct and Ethics 
sets out values and ethics expected of the Company’s 
directors, management, employees and contractors. 

The Company strives to create a strong culture of 
honesty, integrity, loyalty, fairness, forthrightness and 
ethical behaviour.

Company representatives are required to:

 ¬ act with high standards of honesty, integrity, fairness, 
and equity in all aspects of their involvement with the 
Company; 

 ¬ comply fully with the content and spirit of all laws 

and regulations governing the Company’s operations, 
business environment, and employment practices; 

 ¬ not knowingly participate in illegal or unethical activity; 

 ¬ actively promote compliance with laws, rules, 

regulations, and the Company’s Code of Business 
Conduct and Ethics; and 

 ¬ Ensure solid foundations for management 

 ¬ not do anything that would be likely to negatively affect 

and oversight.

the Company’s reputation.

 ¬ Deliver high standards of transparency, and ethical and 

responsible decision-making. 

 ¬ Structure itself to add value. 

 ¬ Make timely and balanced disclosure. 

 ¬ Respect the rights of shareholders. 

 ¬ Safeguard integrity in financial reporting.

 ¬ Recognise and manage risks.

 ¬ Encourage enhanced performance.

 ¬ Promote a corporate culture that upholds 

Company values.

The Code addresses in detail issues such as:

 ¬ conflicts of interest and corporate opportunities;

 ¬ protection and proper use of Company assets; 

 ¬ confidential and proprietary information;

 ¬ intellectual property;

 ¬ competition and fair dealing; 

 ¬ business entertainment and gifts;

 ¬ anti-bribery and corruption;

 ¬ cash koha;

 ¬ insider trading or tipping, and

 ¬ reporting of Code violations.

The Code of Business Conduct and Ethics is available in the 
corporate governance section of the Company's website at

www.nzog.com/dmsdocument/487

49

New Zealand Oil & Gas Annual Report 2020Securities Trading Policies

Protected Disclosures (Whistleblower) Policy

The Company’s Securities Trading Policies set out 
procedures about when and how an employee, dedicated 
contractor or director can deal in Company securities. 

These policies are consistent with the Financial Markets 
Conduct Act 2013 and its insider trading procedures, and 
they comply with the NZX listing rules. 

The board ensures that these policies are up-to-date and 
compliant at all times with changes to the law and to NZX 
listing rules.

The Company has a Protected Disclosures 
(Whistleblower) Policy that provides a procedure for 
employees and contractors to raise concerns or make 
disclosures about what they observe happening at work. 

The purpose is to facilitate disclosure and investigation 
of serious wrongdoing. It provides a mechanism for 
concerns being raised and dealt with at an early stage and 
in an appropriate manner. The person making the report 
is protected from any adverse consequences where the 
concern is raised in good faith.

The Securities Trading Policies are available on the Company’s 
website at:

The protected Disclosures (Whistleblower) Policy is available in 
the corporate governance section of the Company's website at

For directors

www.nzog.com/dmsdocument/496

For employees and contractors

www.nzog.com/dmsdocument/497

www.nzog.com/dmsdocument/495

50

New Zealand Oil & Gas Annual Report 2020Compliance with NZX Code Recommendations

NZX Code Recommendation

✔  ❘  ✗

Explanation of non-compliance

Training is generally provided regularly. During the 
reporting period training was not specifically provided to 
employees on the Company’s Code of Business Conduct 
and Ethics policy. However, the policy is readily available to 
all employees via the intranet system. Staff are regularly 
engaged in activities to remind them of the Company’s 
values, including through performance management 
systems. These practices are incorporated into short 
term incentives. Staff are actively informed about trading 
blackouts and insider trading obligations.

1.1

The board should document minimum standards of 
ethical behaviour to which the issuer’s directors and 
employees are expected to adhere (a code of ethics).

The code of ethics and where to find it should be 
communicated to the issuer’s employees. Training should be 
provided regularly. The standards may be contained in a single 
policy document or more than one policy.

The code of ethics should outline internal reporting 
procedures for any breach of ethics, and describe the issuer’s 
expectations about behaviour, namely that every director and 
employee:

a) 

 acts honestly and with personal integrity in all actions;

b) 

c) 

d) 

e) 

f) 

g) 

 declares conflicts of interest and proactively advises of 
any potential conflicts;

 undertakes proper receipt and use of corporate 
information, assets and property;

 in the case of directors, gives proper attention to the 
matters before them;

 acts honestly and in the best interests of the issuer, 
shareholders and stakeholders and as required by law;

 adheres to any procedures around giving and receiving 
gifts (for example, where gifts are given that are of value 
in order to influence employees and directors, such gifts 
should not be accepted);

 adheres to any procedures about whistle blowing (for 
example, where actions of a whistle blower have complied 
with the issuer’s procedures, an issuer should protect and 
support them, whether or not action is taken); and

h) 

 manages breaches of the code.

1.2

An issuer should have a financial product dealing 
policy which applies to employees and directors.

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

✔

51

New Zealand Oil & Gas Annual Report 2020Principle 2

Board Composition 
and Performance

“To ensure an effective board, 
there should be a balance of 
independence, skills, knowledge, 
experience and perspectives.”

Board of Directors

Samuel Kellner
Board Chair

Samuel Kellner has held a variety of senior executive 
positions with Ofer Global since joining the group in 
1980. He has been deeply involved in various Ofer Global 
business lines, with a particular emphasis on offshore 
oil and gas, shipping and real estate, and has advised 
Ofer Global companies on investments in a variety of 
investment managers, hedge funds and private equity 
funds. Most recently, Mr Kellner served as president of 
Global Holdings Management Group (US) Inc where he 
led North American real estate acquisition, development 
and financing activities. Mr Kellner serves as a director 
of O.G. Energy, O.G. Oil & Gas and Cue Energy Resources 
where he chairs the Audit Committee. He is also an 
executive director of the main holding companies for 
the Zodiac shipping group and Omni Offshore Terminals, 
a leading provider of floating production, storage and 
offloading (FSO and FPSO) solutions to the offshore oil 
and gas industry. As a member of the O.G. Energy Senior 
Management Committee, he helps drive the strategy for 
Ofer Global's energy activities. Mr Kellner graduated with 
a BA degree from Hebrew University in Jerusalem. He 
has an MBA from the University of Toronto, and taught at 
the University of Toronto while working toward a PhD in 
Applied Economics.

Mr Kellner was appointed in December 2017. He is the 
chair of the board of directors and a member of the 
Nomination and Remuneration Committee.

52

Dr Rosalind Archer
Independent Director

Dr Rosalind Archer joined the board of New Zealand Oil 
& Gas in November 2014. Dr Archer graduated with a BE 
from University of Auckland. Dr Archer holds a PhD in 
Petroleum Engineering, and PhD minor in Geological and 
Environmental Studies from Stanford University. She is 
a professor at the University of Auckland, and head of 
its Department of Engineering Science. Dr Archer runs 
a consulting practice as a reservoir engineer with 
clients locally and internationally. She regularly speaks 
on reservoir engineering topics at international 
conferences. Dr Archer is also a Chartered Member of 
the Institute of Directors, a director of the University of 
Auckland Geothermal Institute, and Vice President of 
Engineering New Zealand. She chairs the Nomination and 
Remuneration Committee and is a member of the Audit 
Committee and the ORS Committee.

Marco Argentieri
Director

Marco Argentieri is Senior Vice President and General 
Counsel for O.G. Energy, and a member of the board of 
directors of O.G. Energy, O.G. Oil & Gas and Cue Energy 
Resources. As a member of the O.G. Energy Senior 
Management Committee, he helps drive the strategy for 
Ofer Global’s energy activities. Mr Argentieri serves as 
the chief legal counsel for the O.G. Energy group, where 
he advises on financing activities, acquisitions, and other 
commercial and corporate matters. Mr Argentieri has 
worked for Ofer Global since 2006, where he previously 
served as chief legal counsel responsible for Ofer Global's 
finance activities, with a particular focus on the Group’s 
offshore oil services and shipping businesses. Prior to 
joining Ofer Global, Mr Argentieri was an attorney at the 
New York offices of Latham & Watkins LLP and Skadden, 
Arps, Slate, Meagher & Flom LLP. He holds a BA from the 
University of Rochester, a JD from New York University, 
and an MBA from Columbia University.

Mr Argentieri joined the board in July 2018.

New Zealand Oil & Gas Annual Report 2020Andrew Jefferies
Managing Director

Mr Jefferies started his career with Shell in Australia 
after graduating with a BE Hons (Mechanical) from the 
University of Sydney in 1991, an MBA in technology 
management from Deakin University in Australia , and 
an MSc in petroleum engineering from Heriot - Watt 
University in Scotland. Mr Jefferies is also a graduate of 
the Australian Institute of Company Directors (GAICD), 
and a Certified Petroleum Engineer with the Society of 
Petroleum Engineers. He has worked in oil and gas in 
Australia, Germany, the United Kingdom, Thailand and 
Holland. He is a director of Cue Energy and the Petroleum 
Exploration and Production Association of New Zealand 
(PEPANZ). Mr Jefferies joined New Zealand Oil & Gas in 
2013 and became chief executive in 2016. He joined 
the board in December 2017. He is a member of the 
Commercial Committee and the ORS Committee.

Alastair McGregor
Director

Alastair McGregor has been actively involved in the oil & 
gas sector since 2003. He is currently chief executive 
of O.G. Energy, which holds Ofer Global’s broader energy 
interests, and O.G. Oil & Gas Limited, a company that 
holds directly or indirectly oil & gas exploration and 
production interests onshore and offshore. He leads 
the O.G. Energy Senior Management Committee, 
driving the strategy for Ofer Global’s energy activities. 
Mr McGregor is also the chair of the board of directors 
of Cue Energy Resources.

In addition, Mr McGregor is chief executive of Omni 
Offshore Terminals Limited, a leading integrated provider 
of floating production and storage and offloading (FPSO 
& FSO) solutions to the offshore oil & gas industry. Omni’s 
operations span the globe from New Zealand, Australia, 
South East Asia, Middle East and South America. Prior 
to entering the oil & gas industry Alastair spent 12 years 
as a banker with Citigroup and Salomon Smith Barney. 
Alastair holds a BEng from Imperial College, London and 
an MSc from Cranfield University in the UK. Mr McGregor 
joined the board in October 2017. He is a member 
of the Commercial Committee, the Nomination and 
Remuneration Committee and the ORS Committee.

Rod Ritchie
Independent Director

Rod Ritchie joined the board of New Zealand Oil & Gas in 
2013 and is also a director of Cue Energy. He graduated 
with a BSc from the University of Tulsa. He began his 
career as a petroleum engineer with Schlumberger 
where he worked for 28 Years. In 2012 he joined OMV 
as the Exploration and Production HSSE manager, 
where he worked for a further 12 years. Mr Ritchie has 
over 40 years of global experience in leadership roles 
and as a Health, Safety, Environmental and Security 
(HSSE) executive in the oil and gas industry - including 
being the corporate Senior Vice President of HSSE and 
Sustainability at OMV based in Vienna, Austria. He has 
also worked closely with the International Association 
of Oil and Gas produces (IOGP) to create industry best 
practise standards for the oil and gas industry. He is an 
active leadership and cultural change consultant, and an 
author on the subject of safety leadership. He has had 
several Society of Petroleum Engineers papers published 
on the subject of HSSE and safety leadership. He chairs 
the Operational Risk and Sustainability Committee and he 
is a member of the Audit Committee and the Nomination 
and Remuneration Committee.

53

New Zealand Oil & Gas Annual Report 2020Composition of the Board

Independent Directors

The number of directors is specified in the constitution 
as a minimum of three and up to a maximum of seven. 
At least two directors must be ordinarily resident in 
New Zealand. Dr Archer, Mr Jefferies and Mr Ritchie are 
ordinarily resident in New Zealand.

The board has determined in terms of the NZX Listing 
Rules that as at 30 June 2020, Dr R Archer and Mr R 
Ritchie are independent directors as none of the factors 
described in the NZX Code that may impact independence 
are applicable to either.

The Company’s constitution was amended at the 
December 2019 Annual Meeting to align with new NZX 
Listing Rules that require directors to retire at the 
third Annual Meeting since their last appointment, or 
every three years (whichever is longer). If eligible, each 
retiring director may offer themselves for re-election.

Directors holding office during the accounting period

Mr Kellner, Mr Argentieri, and Mr McGregor are not 
independent because of their association with O.G. Oil 
& Gas Limited, which is a substantial shareholder in 
New Zealand Oil & Gas Ltd.

Mr Jefferies is not independent because he is the 
managing director of New Zealand Oil & Gas.

Directors

Date Elected

Date Retired

Board Gender Composition

2

0

1

3

Y

e

a

r 

o

f 

Dr Rosalind Archer

2 November 2018

Marco Argentieri

2 November 2018

Rebecca DeLaet

2 November 2018

20 December 2019

Andrew Jefferies

2 November 2018

Samuel Kellner

2 November 2018

Alastair McGregor

30 October 2017

Rod Ritchie

12 December 2019

2

0

1

4

F

ir
s

t A

p

p

oin
t

2

0

1

7

m

e
nt

3

2

1

4

2

0

1

3

2018

2

0

1

4

Y

e

a

r 

o

f 

F

ir
s

t A

7

6

5

4

3

2

1

0

2

5

1

5

2019

2020

  Male 

  Female

p

p

oin
t

2

0

1

7

m

e
nt

2018

In addition to information about directors in this 
Annual Report, information is also made available on 
the Company’s website.

54

New Zealand Oil & Gas Annual Report 2020 
 
Board skills

Role of the Board

The NZX Code recommends that, to ensure an effective 
board, there should be a balance of independence, skills, 
knowledge, experience and perspectives.

Board skills are set out in the accompanying chart. Board 
members’ experience and knowledge are set out in the 
biographical information in this section.

Number of Directors with Specific Skillset

The board is responsible for the overall corporate 
governance of the Company including strategic direction, 
determination of policy, and the approval of significant 
contracts, capital and operating costs, financial 
arrangements and investments. 

In addition to statutory and constitutional requirements, 
the board has a formal charter that sets out its functions 
and structure.

Oil & Gas

Finance & Economics

Engineering 
& Operations

Exploration

M&A

Legal

HSSE

Executive Management

The Board Charter is available in the corporate governance 
section of the Company's website at

www.nzog.com/dmsdocument/371

6

5

4

3

2

1

ORS

Committee

S
h
a
r
e
h
o
d
e
r
s

l

B
o
a
r
d

C
ommit
omme

tee
rcial

C

C

o

A

m

u

m

d

i

i

t

t

t

e

e

N
o

C
o
m

R
e
m
min
u
mittee
n
eration
ation &

C

h

i

e
f

E
x
e
c
u
t
i
v
e

M
a

n
a
g
e
m
e
n
t
a
n
d
S
t
a
ff

55

New Zealand Oil & Gas Annual Report 2020 
 
 
Board Proceedings

Responsibilities of the Board

The board operates under a written charter which sets 
out the roles and responsibilities of the board. The board 
charter clearly distinguishes and discloses the respective 
roles and responsibilities of the board and management.

A copy of the charter is available in the corporate governance 
section of the Company’s website at

www.nzog.com/dmsdocument/371

The procedure for nomination and appointment of 
directors to the board is set out in the Charter.

The board meets on a formal scheduled basis four times 
per year, and holds other meetings as required.

The Commercial Committee establishes the agenda for 
each board meeting. 

The chief executive keeps the board informed of material 
or potentially material matters between meetings 
and provides a weekly update on all relevant matters 
to the board. A report is prepared for each meeting 
that includes:

 ¬ updates on exploration and production activities and 

financial management; 

 ¬ summaries of new business opportunities; 

 ¬ an update on human resources and facilities; 

 ¬ an investor relations report; 

 ¬ updates on stakeholder engagement, media and 

sustainability; and 

 ¬ other reports as relevant. 

Key strategic issues and opportunities are also presented 
to the board by management as part of each meeting.

To ensure that independent judgement is achieved 
and maintained, the board has adopted a number 
of processes in respect of its decision making. 
These include:

 ¬ any director may, with the prior consent of the chair 
of the Audit Committee (or in the case of the Audit 
Committee chair’s absence, the prior consent of the 
chair of the board), obtain independent advice at the 
Company’s expense where the director considers it 
necessary to carry out their duties and responsibilities 
as a director. Such consent shall not be withheld 
unreasonably; and

 ¬ directors must comply with the Directors’ Interests 
Policy. It addresses disclosable interests, conflicts 
of interest, director information obligations, board 
review and determination obligations, and the rules for 
participation in board deliberations in the event of a 
conflict of interest.

On appointment, each director has also acknowledged 
their individual disclosure obligations.

56

New Zealand Oil & Gas Annual Report 2020The board is accountable for the performance of 
the Company. The specific responsibilities of the 
board include: 

 ¬ approving corporate strategy and performance 

objectives;

 ¬ establishing policies appropriate for the Company;

 ¬ oversight of the Company, including its control and 

accountability systems;

 ¬ approving major investments and monitoring the 

return of those investments;

 ¬ the overall risk management and control framework 

for the Company and ensuring appropriate risk 
management systems are established and applied;

 ¬ appointing, removing and evaluating the performance 

of the chief executive;

 ¬ reviewing the performance of senior management;

 ¬ appointing and removing the company secretary;

 ¬ setting broad remuneration policy;

 ¬ reviewing implementation of strategy and ensuring 

appropriate resources are available;

 ¬ nominating and appointing new directors to the board;

 ¬ evaluating the performance of the board, committees 

of the board, and individual directors;

 ¬ reviewing and ratifying systems of risk management, 

internal compliance and control, codes of conduct, and 
legal compliance;

 ¬ approving and monitoring the progress of any 

major capital expenditure, capital management and 
acquisitions and divestitures;

 ¬ reviewing and ratifying HSSE Sustainability and 

Operational Risk policies, the HSSE Sustainability and 
Operational Risk Management System and monitoring 
its implementation and performance;

 ¬ approving and monitoring financial and other reporting;

 ¬ ensuring that the Company provides continuous 
disclosure of information such that shareholders 
and the investment community have available 
all information to enable them to make informed 
assessments of the Company’s prospects;

 ¬ overall corporate governance of the 

consolidated entity;

 ¬ determining the key messages that the Company 

wishes to convey to the market from time to time; and

 ¬ monitoring information commitments and continuous 

disclosure obligations.

Delegation to Management

While the board has overall and final responsibility for the 
business of the Company, it has delegated substantial 
responsibility for the conduct and administration of 
the Company’s business and policy implementation to 
the chief executive and his management team. Board 
approved policies and procedures are in place to set 
parameters for the delegated responsibilities, including:

 ¬ Health and Safety Policy;

 ¬ Environment Policy;

 ¬ Climate Change Policy;

 ¬ Community Engagement Policy;

 ¬ Capturing Local Economic Benefit Policy;

 ¬ Code of Business Conduct and Ethics; 

 ¬ Communications, Market Disclosure and Social Media 

Policy; 

 ¬ Securities Trading Policies for Directors, Employees and 

Dedicated Contractors; 

 ¬ Directors’ Interests Policy;

 ¬ Protected Disclosure (Whistleblower) Policy;

 ¬ Diversity Policy;

 ¬ Delegated Authorities Manual;

 ¬ Remuneration and Performance Appraisal Policy;

 ¬ Treasury Policy;

 ¬ Email and Internet Use Policy; 

 ¬ Anti-Harassment Policy; 

 ¬ Drugs and Alcohol Policy;

 ¬ Paid Parental Leave Policy; and 

 ¬ Workplace Flexibility Policy.

These policies are reviewed regularly. The board may 
establish other policies and practices to ensure it fulfils 
its functions.

Delegated Authorities Manual

The board has established formal limits of authority to 
provide clarity to the chief executive and management so 
that they are in a position to carry out the business of the 
Company efficiently and effectively within the parameters 
of proper corporate governance. The Delegated 
Authorities Manual set limits to financial commitments 
and other decision-making, and is monitored by the board 
through the audit function.

57

New Zealand Oil & Gas Annual Report 2020Diversity Policy

Through its Diversity Policy the Company is committed to 
an inclusive workplace that embraces diversity.

The Company values, respects and leverages the unique 
contributions of people with diverse backgrounds, 
experiences and perspectives. 

Diversity is about commitment to equality and treating all 
individuals with respect, and includes, but is not limited 
to, gender, age, disability, ethnicity, marital or family 
status, religion, sexual orientation, gender identity/
expression and cultural background. 

The board monitors the scope and currency of the 
Diversity Policy.

The policy provides that the Company will recruit from a 
diverse pool of candidates, who will be considered with no 
conscious or unconscious bias that might discriminate 
against certain candidates. It takes into account the 
domestic responsibilities of employees and adopts 
flexible work practices.

The Company supports the determination of self-identity 
by all employees including using the titles, names and 
pronouns of their choice, and seeking advice from 
external organisations to appropriately support staff.

The board establishes measurable objectives for 
achieving gender diversity. The board may establish 
measurable objectives for other aspects of diversity, 
and will assess annually both the set objectives and the 
progress in achieving them. 

The Nomination and Remuneration Committee makes 
an annual assessment of success in achieving and 
implementing the policy and the set objectives, then 
reports to the board with recommendations.

The board has determined that the Company has 
complied with the Diversity Policy and with the NZX Code 
recommendation 2.5, which provides that an issuer 
should have a written diversity policy, including:

 ¬ requirements for measurable objectives for achieving 

diversity which, at a minimum, should address 
gender diversity;

 ¬ annual assessment of both the objectives and the 

entity’s progress in achieving them.

The Diversity Policy is available in the corporate governance 
section of the Company's website at

www.nzog.com/dmsdocument/490

The following chart shows gender diversity across the 
Company (excluding contractors) as at 30 June 2020, and 
compares that to numbers as at 30 June 2019.

Diversity 2019 & 2020

1

2 020

2 019

2

Board

5

5

2 020

2 019

2

Senior
Managers

4

2 020

2 019

6

Other
Employees

8

2

5

3

7

58

 Male 

 Female

New Zealand Oil & Gas Annual Report 2020 
Measurable objectives for 2019/2020

The Company adopted the measurable objectives set out in the table below. These were the 
highest priority recommendations arising from a staff survey of attitudes to diversity initiatives.

1

2

FY19-20 Measurable objective

Status

Progress

Investigate pay parity and develop 
an appropriate pay parity strategy.

Ongoing

The Company has initiated a salary review 
led by an outside consultancy.

Promote staff engagement 
with diversity initiatives.

Progressed 
and ongoing

Initiatives in the reporting period include:

—  The Company is a participant in Diversity Works 

and staff have participated in workshops, 
webinars and networking opportunities; 

—  The Diversity Committee has initiated companywide 
celebration of events that have cultural, religious or 
spiritual meaning to staff members, including  Christmas/
Easter, St Patricks Day, Independence Day, and Diwali.

3

Promote awareness about and 
engagement with pro-diversity policies.

Progressed 
and ongoing

Pro-diversity initiatives have been promoted actively at 
all-staff meetings and directly communicated to staff. 

Flexible working arrangements have been 
exercised well during the pandemic.  

Several staff have long-term flexible working arrangements, 
which is expected to increase as a result of the success 
of working from home during the pandemic.

Family-friendly policies and diversity policy are available 
on the website and feature in recruitment advertising.

Staff have made use of family sick leave.

A carpark is allocated to a staff member to 
assist with commuting requirements that are 
determined by childcare requirements.

59

New Zealand Oil & Gas Annual Report 2020FY19-20 Measurable objective

Status

Progress

4

5

6

7

Considering diversity when 
analysing applications for the 
Eyal and Marilyn Ofer Family 
Foundation Scholarship Program.

Support attraction and retention 
of a diverse range of people in 
to the petroleum sector, and in 
science and engineering careers.

Providing talent management 
support for female leaders and 
further staff specific development 
and training opportunities, 
with a particular emphasis on 
overcoming cultural challenges.

Investigating a Rainbow 
Tick and achieving, if 
determined to be of value.

Completed

Company staff made diversity recommendations 
relating to the scholarships.

Completed

The Company has continued its support of the Otago and 
Southland Science Fairs and sponsors a prize that raises 
awareness of the importance of Warm and Efficient Homes. 

Due to the current global environment and the Company’s needs, 
no new staff are being recruited and departing staff are not replaced.

Progressed 
and ongoing

Coaching and training opportunities have been arranged. 
Some training scheduled for the year was delayed due 
to the pandemic, and has been re-scheduled.

Completed

The Company has received a Rainbow Tick.

60

New Zealand Oil & Gas Annual Report 2020NZX Code Recommendation

✔  ❘  ✗

Explanation of non-compliance

Compliance with NZX Code Recommendations

No.

2.1

2.2

2.3

2.4

2.5

The board of an issuer should operate under 
a written charter which sets out the roles 
and responsibilities of the board. The board 
charter should clearly distinguish and disclose 
the respective roles and responsibilities 
of the board and management.

Every issuer should have a procedure 
for the nomination and appointment 
of directors to the board.

An issuer should enter into written agreements 
with each newly appointed director establishing 
the terms of their appointment.

Every issuer should disclose information about 
each director in its annual report or on its website, 
including a profile of experience, length of 
service, independence and ownership interests.

An issuer should have a written diversity 
policy which includes requirements for the 
board or a relevant committee of the board 
to set measurable objectives for achieving 
diversity (which, at a minimum, should 
address gender diversity) and to assess 
annually both the objectives and the entity’s 
progress in achieving them. The issuer should 
disclose the policy or a summary of it.

2.6

Directors should undertake appropriate 
training to remain current on how to best 
perform their duties as directors of an issuer.

✔

✔

✗

✔

✔

✗

Upon appointment to the Company’s boad, directors are advised of 
salient requirements. 

Obligations such as disclosure of interests, managing conflicts, and 
share trading are managed through policies. 

Governance arrangements reflect that a majority of the board is 
not independent.

Independent directors received detailed advice and training about 
their responsbilities during multiple previous takeover offers and 
a scheme of arrangement, including training and advice about the 
specific scheme proposed in 2019 and their role in negotiating the 
scheme. That training and advice was specifically implemented 
during the scheme process.

Further training about how to best perform their duties as directors 
was not facilitated by the Company during the reporting period as 
the Company has robust policies around director duties and the 
board’s skills are appropriate.

Applicable reports and advice was provided to directors 
about reporting on Taskforce on Climate-related 
Financial Disclosures (TCFD).

61

New Zealand Oil & Gas Annual Report 2020NZX Code Recommendation

✔  ❘  ✗

Explanation of non-compliance

No.

2.7

The board should have a procedure 
to regularly assess director, board 
and committee performance.

✔

The board does have a procedure. The board charter states: The board 
shall undertake regular reviews of the operations and performance of 
the board, its committees and individual directors. Where appropriate, 
the board may engage external consultants to conduct this review. In 
addition to compliance with each committee’s individual charter, the 
review shall consider:
∫  the skills required by the board, including processes to satisfy any 

skill-gaps;

∫  how the required skills are best represented on the board; and
∫  the process for identifying suitable candidates for appointment to 

the board.

Reviews are undertaken by way of a questionnaire submitted 
to directors. Responses are collated and reviewed by the chair 
of the Nominations and Remuneration Committee or delegated 
representative. The chair of the Nominations and Remuneration 
Committee (or delegated representative) then undertakes an 
overall review on the outcomes and produces a written report which 
is reviewed by the full board. Individual director performance is 
addressed by one-on-one review with the chair of the Nominations 
and Remuneration Committee (or delegated representative).

For this financial year the above process has been followed, led by the 
chair of the Nominations and Remuneration Committee.

✗

✗

Two out of six directors are independent. In considering the 
appropriate board composition account will be given to whether 
or not the company has a shareholder that owns a majority of the 
shares in the company. The board composition is a consequence of 
the Company’s ownership structure.

The chair is not independent, reflecting the ownership structure of 
the Company. The chair and CEO are different people.

2.8

A majority of the board should be 
independent directors.

2.9

The chair of the board should be independent. 
If the chair is not independent, the chair 
and the CEO should be different people.

62

New Zealand Oil & Gas Annual Report 2020Principle 3

Board Committees

Meetings during lockdown

“The board should use 
committees where this will 
enhance its effectiveness in  
key areas, while still retaining 
board responsibility.”

A scheduled board meeting occurred by video call  during 
New Zealand’s lockdown (in April) and the Commercial 
Committee continued to meet throughout.

New Zealand Oil & Gas staff, working from home.

63

New Zealand Oil & Gas Annual Report 2020Board Committees

The board has four formally constituted committees to 
provide specialist assistance with defined aspects of 
governance: 

 ¬ the Audit Committee; 

 ¬ the Commercial Committee; 

 ¬ Operational Risk and Sustainability Committee (ORS); 

and 

 ¬ the Nomination and Remuneration Committee

Each committee has a written charter setting out its roles and 
responsibilities, which is available from the Company’s website at

www.nzog.com/investor-information/ 
corporate-governance

Audit Committee
Alastair McGregor (Chair)   
Rod Ritchie

What the Committee does

Dr Rosalind Archer 

The Audit Committee, together with the chief executive, is 
responsible to the board for overseeing the financial and 
internal controls, financial reporting and audit practices of 
the Company. 

The chair of the Audit Committee also oversees and 
authorises any trading in securities by directors, employees 
or contractors. 

Restrictions on trading are outlined in the Securities 
Trading Policy and Guidelines for Directors, and in the 
Securities Trading Policy and Guidelines for Employees and 
Dedicated Contractors. 

Committee composition

As recommended by the NZX Code, a majority of members 
of the audit committee are independent and none are 
executive directors. The chair of the audit committee, 
Mr McGregor, is not the chair of the board, and has a 
financial background.

Committee meetings

Meetings of the Audit Committee are held at least twice 
a year. 

The chair of the board, directors, the chief executive and 
other staff may be invited by the Audit Committee to attend 
these meetings. 

The Audit Committee can meet with the external auditors 
and senior management in separate sessions. An annual 
process considers engagement of auditors, having regard 
to the auditors’ independence and policies for rotation 
of partners.

Read the Audit Committee Charter here

www.nzog.com/dmsdocument/372

64

New Zealand Oil & Gas Annual Report 2020The Nominations and Remuneration 
Committee
Dr Rosalind Archer (Chair)   
Alastair McGregor  

Samuel Kellner 
Rod Ritchie

Operational Risk and Sustainability 
Committee
Rod Ritchie (Chair) 
Andrew Jefferies   

Dr Rosalind Archer 
Alastair McGregor

What the Committee does

What the Committee does

The Nomination and Remuneration Committee is 
responsible to the board for:

 ¬ providing recommendations to the board in relation to 
the director selection and appointment practices of 
the Company;

 ¬ evaluation and remuneration of directors and 

board succession;

 ¬ Chief Executive remuneration, appointment, 

performance criteria and review;

Reviewing and providing recommendations to the board 
in relation to:

 ¬ senior executive and key staff succession plans;

 ¬ the Company’s remuneration, recruitment, retention 

and termination policies and procedures for 
all employees;

 ¬ implementing the Company’s Diversity Policy and 

achieving any associated measurable objectives; and

 ¬ other relevant matters identified from time to time by 

the board.

Committee composition

As recommended by the NZX Code, the Committee 
comprises at least three non-executive directors of the 
board. The chair, Dr Archer, is independent.

The Committee meets as required, at least twice per year, 
and it may invite executive directors or management to 
participate in all or part of meetings.

NZX Code Principle 3.4 recommends that a majority of the 
nomination committee should be independent directors. 
Half of the committee is independent, and the committee 
is chaired by an independent director. A majority of the 
board is not independent and the composition of the 
committee also reflects this.

Read the Committee's Charter here

www.nzog.com/dmsdocument/373

The Operational Risk and Sustainability Committee’s 
role is to advise and support the board in meeting its 
responsibilities in relation to health, safety, security, 
environment, sustainability, operational risk and 
community engagement matters arising out of the 
activities and operations of the Group. 

The committee’s responsibilities include:

 ¬ Monitoring the performance and effectiveness of the 
Company’s Risk Management Framework, compliance 
with the framework and the adequacy of risk controls.

 ¬ Setting, reviewing and agreeing operational risk 

and sustainability policies, practices, frameworks 
and targets, including performance against these, 
including:

—   Sustainability performance framework, targets 

and reporting;

—   Community and Iwi engagement;

—   Environmental policies and programmes including 

Climate Change responses.

 ¬ Seeking assurance of the Company’s compliance 

with all operational risk and sustainability 
legislative requirements, licence conditions and 
stakeholder commitments.

 ¬ Supporting the board and management in 

defining the Company’s operational risk and 
sustainability objectives.

 ¬ Working with management to agree how operational 
risk and sustainability objectives will be achieved, 
monitored and reviewed.

 ¬ Supporting a culture of continuous improvement 
by reviewing significant incidents and system 
failures and monitoring actions and measures to 
minimise recurrence.

 ¬ Ensuring the necessary skills are obtained and 
maintained to achieve operational risk and 
sustainability objectives.

 ¬ Providing leadership to the board and support the 

Company in aspiring to proactively manage ORS issues.

 ¬ Ensuring that significant issues are brought to the 

attention of the full board.

65

New Zealand Oil & Gas Annual Report 2020 
 
 
Company policies, frameworks and strategies relevant to 
this Committee:

Commercial Committee
Alastair McGregor  

Andrew Jefferies

 ¬ Health and Safety Policy

 ¬ Environment Policy

 ¬ Capturing Local Economic Benefits Policy

 ¬ Community Engagement Policy

 ¬ HSSE Management Framework and Management 

System

 ¬ Risk Register

 ¬ Risk Management Procedure

 ¬ Sustainability Framework

 ¬ Climate Change Policy

Committee composition

As recommended by the NZX Code, the Committee 
comprises at least three board members. The chair is a 
non- executive director.

Read the committee's charter here

www.nzog.com/dmsdocument/370

Board and Committee meeting attendance 2

1 July 2019 to 30 June 2020

What the Committee does

The committee exists to allow management to bring 
commercial opportunities to a state that they can be 
brought to the full board for final investment decision. 

The committee may approve routine budgets and 
contracts, including due diligence budgets, for projects 
and opportunities. 

The committee includes the chief executive and one 
director appointed by the board. Other directors may be 
invited to join the Committee from time to time with the 
approval of the board. 

The Committee meets twice weekly as required, 
and generally resolves its business by email 
or teleconference.

Read the committee's charter here

www.nzog.com/investor-information/
shareholders-information/corporate-governance

Director

Samuel Kellner

Dr Rosalind Archer

Marco Argentieri

Rebecca DeLaet1

Andrew Jefferies

Alastair McGregor

Rod Ritchie

Board Meeting

Audit Committee

Nominations & 
Remuneration 
Committee

Operational Risk 
and Sustainability 
Committee 3

5/5

5/5

5/5

1/1

5/5

5/5

5/5

2/2

2/2

1/2

2/2

2/2

2/2

2/2

2/2

1/2

2/2

1/2

2/2

¹  Ms DeLaet retired on 20 December 2019. 

² The Commercial Committee generally met twice per week.

³ The HSSE Committee was re-named on 13 December 2019.

66

New Zealand Oil & Gas Annual Report 2020 
 
Compliance with NZX Code Recommendations

No.

NZX Code Recommendation

✔  ❘  ✗

Explanation of non-compliance

3.1

3.2

3.3

3.4

3.5

3.6

An issuer’s audit committee should operate under a written 
charter. Membership on the audit committee should be 
majority independent and comprise solely of non-executive 
directors of the issuer. The chair of the audit committee 
should be an independent director and not chair of the board.

Employees should only attend audit committee 
meetings at the invitation of the audit committee.

An issuer should have a remuneration committee which 
operates under a written charter (unless this is carried out 
by the whole board). At least a majority of the remuneration 
committee should be independent directors. Management 
should only attend remuneration committee meetings 
at the invitation of the remuneration committee.

An issuer should establish a nomination committee to 
recommend director appointments to the board (unless 
this is carried out by the whole board), which should 
operate under a written charter. At least a majority of the 
nomination committee should be independent directors.

An issuer should consider whether it is appropriate to have 
any other board committees as standing board committees. 
All committees should operate under written charters. 
An issuer should identify the members of each of its 
committees, and periodically report member attendance.

The board should establish appropriate protocols that 
set out the procedure to be followed if there is a takeover 
offer for the issuer, including any communication between 
insiders and the bidder. The board should disclose the scope 
of independent advisory reports to shareholders. These 
protocols should include the option of establishing an 
independent takeover committee, and the likely composition 
and implementation of an independent takeover committee.

✔

✔

✔

✗

✔

✗

Compliant except that the chair of the Audit Committee is 
not an independent director.

Half of the committee is independent, and the 
committee is chaired by an independent director. 
A majority of the board is not independent and 
the composition of the committee reflects 
the composition of the board as a whole.

Director appointments are a matter for the whole board.

No formal takeover committee exists. Given the 
Company’s shareholder structure, the likelihood 
of further takeover proposals is remote.

The Company and its staff are highly familiar with 
the processes and appropriate protocols.

The board formed a committee of independent 
directors to respond to multiple takeover offers 
and a proposed scheme of arrangement in 2019, 
which further deepened the Company’s experience 
and processes for responding to takeovers.

67

New Zealand Oil & Gas Annual Report 2020Principle 4

Reporting & 
Disclosure

“The board should demand 
integrity in financial and non 
financial reporting, and in the 
timeliness and balance of 
corporate disclosures.”

The Company is committed to maintaining a high 
standard of communication and to providing timely, 
full and accurate information to shareholders and 
other stakeholders. 

The Company is committed to compliance at all times 
with its obligations, as an NZX-listed Company, to 
provide continuous disclosure to the market. It strives 
to make those disclosures in a way that is clear, concise 
and effective.

Communications, Market and Social Media 
Disclosure Policy

The Communications, Market Disclosure and Social Media 
Policy’s purpose is to:

 ¬ reinforce the Company’s commitment to the 

continuous disclosure obligations imposed by law and 
stock exchange rules;

 ¬ describe the processes to ensure compliance;

 ¬ outline the Company’s general communications 
approach aimed at ensuring timely and accurate 
information is provided to shareholders, market 
participants and market observers; and

 ¬ provide ground rules for the use of social media.

The Communications, Market and Social Media Disclosure 
Policy is available in the corporate governance section of the 
Company's website at:

www.nzog.com/dmsdocument/488

See also Principle 8, Shareholders’ Rights, on page 64.

Reports and policies are easily available

The Company publishes an Annual Report and quarterly 
reports. Condensed financial statements are announced 
for the half-year.

Security holders can elect to receive the Annual Report 
in printed or electronic format. Quarterly reports are 
published electronically.

These documents are also posted on the Company’s 
website in a clearly marked Company Reports section, 
which is located within the investor section. A link to 
the latest quarterly and annual reports is provided 
prominently on the front page of the website.

Along with reports, the company’s Code of Business Conduct 
and Ethics, board and committee charters and the policies 
recommended in the NZX Code are published in the Corporate 
Governance section of the website:

www.nzog.com/investor-information/shareholders-
information/corporate-governance

68

New Zealand Oil & Gas Annual Report 2020Continuous Disclosure

Non-financial reporting

New Zealand Oil & Gas is committed to meeting the 
continuous disclosure obligations required by the 
Listing Rules.

The Listing Rules contain general and continuous 
disclosure requirements based on principles which 
encompass investor protection, the need to protect 
the reputation of the market and the interests 
of listed entities. 

The company promptly and without delay releases to 
the market information that a reasonable person would 
expect to have a material effect on the price of its 
securities. The only exceptions to this disclosure principle 
are those permitted under the Listing Rules.

The board is responsible for monitoring commitments 
and continuous disclosure obligations and initiating 
action as warranted to ensure reporting is fair 
and reasonable. 

The chief executive is accountable for the release 
of information.

The continuous disclosure policy is found in the wider 
Communications, Market Disclosure and Social Media Policy, 
available online here:

www.nzog.com/dmsdocument/488

Compliance with NZX Code Recommendations

The Company publishes sustainability performance as 
part of the Annual Report.

Sustainability reporting includes material exposure 
to environmental, economic and social sustainability 
risks and other key risks. It explains how the Company 
manages those risks and how operational or non-financial 
targets are measured.

Aspects of sustainability reported include:

 ¬ a summary of the company’s values, including analysis 

of our performance in living up to them;

 ¬ the Company’s sustainability and corporate 

responsibility strategy;

 ¬ a summary of the company’s approach to stakeholder 

engagement, including formal feedback from the 
company’s Southern Community Panel; 

 ¬ summary of for the company’s contribution to local 

communities;

 ¬ a materiality matrix.

The Sustainability section of this report is  
on pages 27–47.

Information about the Company’s sustainability activity is 
available at:

www.nzog.com/sustainability

No.

NZX Code Recommendation

✔  ❘  ✗

Explanation of non-compliance

✔

✔

✔

4.1

4.2

4.3

An issuer’s board should have a written 
continuous disclosure policy.

An issuer should make its code of ethics, board and 
committee charters and the policies recommended 
in the NZX Code, together with any other key 
governance documents, available on its website.

Financial reporting should be balanced, clear and objective. 
An issuer should provide non financial disclosure at 
least annually, including considering material exposure 
to environmental, economic and social sustainability 
factors and practices and other key risks. It should 
explain how operational or non-financial targets are 
measured. Non-financial reporting should be informative, 
include forward-looking assessments, and align with 
key strategy and metrics monitored by the board.

69

New Zealand Oil & Gas Annual Report 2020Principle 5

Remuneration

Director’s remuneration

At the 2008 Company Annual Meeting, shareholders 
approved a resolution that director’s fees be set at a 
maximum of $600,000 per annum, being the combined 
total for all non-executive directors. There has been no 
increase in the fee level since 2008 and in March 2016 the 
board and directors volunteered a reduction in their fees. 
OGOG representative directors have not yet drawn any 
fees for their their services.

Directors do not receive any performance-based 
remuneration.

Mr Jefferies does not receive fees because he is the 
chief executive.

The total remuneration and other benefits to directors for 
services in all capacities during the year ended 30 June 
2020 was:

Dr R Archer

Mr M Argentieri

Ms R DeLaet¹

Mr A Jefferies²

Mr S Kellner

Mr A McGregor

Mr R Ritchie

¹  Retired, 20 December 2019

² Includes remuneration as chief executive

92,388.50

0

0

794,232.00

0

0

92,388.50

“The remuneration of directors 
and executives should 
be transparent, fair and 
reasonable.”

New Zealand Oil & Gas aims to attract, retain and 
motivate professional staff capable of achieving the goals 
of the Company. 

The Company wants to encourage and reward its staff 
fairly and appropriately within the market to reflect 
performance and contribution.

Remuneration and Performance 
Appraisal Policy

The Remuneration Policy sets out a process to assess the 
competitiveness of remuneration level.

The Nomination and Remuneration Committee is 
responsible for receiving and making recommendations 
on remuneration policies for the chief executive and 
senior managers based on assessment of relevant 
market conditions and linking remuneration to the 
Company’s financial and operational performance and 
individual performance.

Executive remuneration may comprise salary, short-term 
incentive payments and share options.

Options to acquire ordinary shares are issued in accordance with 
the Scheme Rules, which are available here:

www.nzog.com/dmsdocument/480-nzog-share-
option-scheme-rules-pdf

70

New Zealand Oil & Gas Annual Report 2020Directors’ Interests Policy

Directors’ Interests Register 

The directors are required to recognise that the 
possibility of conflict of interest exists, and are expected 
to declare potential conflict of interest situations to the 
board and manage conflicts of interest in accordance 
with the Directors’ Interests Policy, the Code of Business 
Conduct and Ethics, and the Company’s Constitution. 
The Company maintains an interests register in 
compliance with the Companies Act 1993, which 
records particulars of certain transactions and matters 
involving directors.

The Director's Interests Policy is available in the corporate 
governance section of the Company's website at:

www.nzog.com/dmsdocument/489

Directors’ Securities Interests 

The interests of Directors in securities of the Company at 
30 June 2020 were:

Direct Interest

Indirect Interest

Mr A Jefferies

25,000

1,000,000 partly paid 
ESOP shares.

532,315 share options.

Directors’ interests recorded in the Interests Register 
of the Company as at 30 June 2020 are detailed below. 
Notices given or adjusted during the financial year ended 
30 June 2019 are marked with an asterisk (*). Each such 
Director will be regarded as interested in all transactions 
between the Company and the disclosed entity.

Mr S Kellner

O.G. Oil & Gas Ltd

O.G. Energy Holdings Ltd

Omni Holdings Ltd

Cue Energy Resources Ltd

Mr M Argentieri

O.G. Energy Holdings Ltd

O.G. Oil & Gas Ltd

OGOG (Kohatukai) Ltd

Director

Director

Director

Director

Director

Director

Director

OGOG (Otway) Holdings Pty Ltd

Director

OGOG (Otway) Pty Ltd

OGOG (1) Limited *

OGOG (2) Limited *

OGOG (3) Limited *

OGOG (4) Limited *

OGOG (5) Limited *

OGOG (GOM 1) Inc. *

OGOG (GOM 
Management) Inc. *

Director

Director

Director

Director

Director

Director

Vice-
President/
Treasurer/
Secretary/
Director

Vice-
President/
Treasurer/
Secretary/
Director

OGOG (Management) Limited *

Director

OGOG (GOM NZ) Limited *

Cue Energy Resources Ltd

Director

Director

71

New Zealand Oil & Gas Annual Report 2020Dr R Archer

Engineering New Zealand

University of Auckland 
Geothermal Institute

Capricorn Solutions Ltd

Mr A Jefferies

Tuatara Energy Limited

Petroleum Exploration and 
Production Association 
of New Zealand

CGX Energy

Sacgasco

Ansila Energy *^

Far Ltd *^

Central Petroleum *

Horizon Oil *

Pancontinental Oil *

Warrego *^

Cue Energy Resources Ltd

Vice 
President

Director

Director

Director

Director

Shareholder

Shareholder

Shareholder

Shareholder

Shareholder

Shareholder

Shareholder

Shareholder

Director & 
Shareholder

Cue (Ashmore Cartier) Pty Ltd

Director

Cue Exploration Pty Ltd

Cue Mahakam Hilir Pty Ltd

Cue Mahato Pty Ltd

Cue Sampang Pty Ltd

Cue Taranaki Pty Ltd

Mr R Ritchie

Cue Energy Resources Ltd

SPARC NZ consulting

Coromandel Pure Honey

Sparc (Aust) Pty Ltd

SacGasCo

*^ Name change from previous declaration

Director

Director

Director

Director

Director

Director

Director

Director

Shareholder

Shareholder

Mr A McGregor

Cue Energy Resources Ltd

Cue Kalimantan Pte Ltd

Omni Holdings Limited

Omni Offshore 
Terminals Pte Ltd

Omni Offshore Terminals 
(Operations) Pte Ltd

Omni Offshore Terminals 
(Manora) Pte Ltd

Omni Offshore Terminals 
(Nong Yao) Pte Ltd

Omni Offshore Terminals 
Malaysia Sdn Bhd

Gading Megah Sdn Bhd

Omni Offshore Terminals 
(Operations) (Thailand) Co Ltd

Aurora FSO Ltd

Manora FSO Ltd

O.G. Oil & Gas 
(Singapore) Pte Ltd

O.G. Oil & Gas Ltd

O.G. Energy Holdings Ltd

OGOG (Kohatukai) Ltd

OGOG (Otway) Pty Ltd *

OGOG (Otway) 
Holdings Pty Ltd *

OGOG (1) Limited *

OGOG (2) Limited *

OGOG (3) Limited *

OGOG (4) Limited *

OGOG (5) Limited *

O.G. Oil & Gas 
(Oceania) Pte. Ltd *

OGOG (GOM 1) Inc. *

OGOG (GOM 
Management) Inc. *

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

Director

President/
Director

President/
Director

OGOG (GOM NZ) Limited *

Director

OGOG (GOM Management) 
Limited *

President/
Director

72

New Zealand Oil & Gas Annual Report 2020Directors’ and Officers’ Liability Insurance

Employees Remuneration

The Company and its subsidiaries have arranged policies 
of directors’ and officers’ liability insurance, which, 
together with a deed of indemnity, seek to ensure to the 
extent permitted by law that directors and officers will 
incur no monetary loss as a result of actions legitimately 
taken by them as directors and officers.

Chief Executive’s Remuneration

Salary paid

Benefits 1

Cash STI 2

LTI: Share Options3

Total

584,052

43,619

136,810

29,751

794,232

1  Benefits include Kiwisaver at 3% and health insurance

2  STI for 2019-20 to be paid August 2020, 50% of the STI is based on 

company performance and 50% on personal performance assessed by 
the Nominations and Remunerations Committee. Half of the personal 
performance criteria is determined by behaviours, and half by performance 
measures agreed at periodic intervals throughout the year between the CEO 
and the Nominations and Remunerations committee.

3  The chief executive participates in the employee share options scheme, the 
Rules for which are available at www.nzog.com/dmsdocument/480-nzog-
share-option-scheme-rules-pdf

  During the reporting period the chief executive was awarded 532,315 
options. The value of the options in this table is calculated using the Black 
Scholes valuation method. The scheme rules provide that share options are 
allocated at the direction of the board. The board allocated share options to 
the chief executive as a long term incentive to promote retention and align 
the chief executive’s incentives with those of shareholders.

During the year ended 30 June 2020 18 New Zealand Oil 
& Gas employees (including the chief executive) received 
individual remuneration over $100,000.

$110,001 – $120,000

$130,001 – $140,000

$140,001 – $150,000

$160,001 – $170,000

$180,001 – $190,000

$190,001 - $200,000

$200,001 - $210,000

$210,001 - $220,000

$260,001 - $270,000

$300,001 - $310,000

$310,001 - $320,000

$390,001 - $400,000

$480,001 - $490,000

$790,001 - $800,000

3

2

1

1

1

1

1

1

1

1

2

1

1

1

Short Term Incentive

Officers of the company may receive payments under a 
short term incentive scheme.

50% of the STI is based on company performance and 
50% on personal performance. Half of the personal 
performance criteria is determined by behaviours, 
and half by performance measures agreed at periodic 
intervals throughout the year between the CEO and direct 
reports.

In 2019-20 the company factors affecting short term 
incentive payments were

Acquisitions

Financial Performance

Reserves replacement

Exploration

HSSE

37.5%

7.5%

20%

15%

20%

73

New Zealand Oil & Gas Annual Report 2020Officers’ Securities Interests

The board may issue share options to senior managers 
from time to time as part of a strategy to align their 
interests with the interests of shareholders, and to assist 
retention of key personnel. During the reporting period, 
options were issued to senior manager/company officers 
subject to the Scheme Rules available at www.nzog.
com/dmsdocument/480-nzog-share-option-scheme-
rules-pdf

Each Option is an option to acquire one fully paid ordinary 
share. Option holders will be able to exercise the Options 
in the period from 30 June 2022 until 30 June 2025. 
The exercise price for the Options is $0.61 per Option. 
Shares issued on the exercise of Options will be issued 
on the same terms and will rank equally in all respects 
with ordinary shares currently on issue. Options do not 
carry voting rights or any entitlement to receive dividends 
unless and until exercised and converted to shares. The 
Board may permit participants to exercise Options by 
way of a cashless exercise, through which the company 
would only issue to a participant the number of shares 
equal in value to the difference between the exercise 
price otherwise payable in respect of the Options and the 
market value of shares at the time of exercise. 2019-20 
was the first year that share options have been awarded.

Compliance with NZX Code Recommendations

The interests of the current Company Officers 
(excluding the Chief Executive) in securities of the 
Company at 30 June 2020 were:

Number of shares at 30 
June 2019

Number of shares at 30 
June 2020

Officer

Paris Bree

Dr Chris McKeown

–

–

Catherine McKelvey

7,500

Michael Wright

–

223,075 share 
options

361,488 share 
options

223,075 share 
options and 7,500 
ordinary shares

293,151 share 
options

ESOP

The Company formerly operated an Employee Share 
Option Plan (ESOP), under which options to purchase 
shares were granted to employees at the discretion 
of the board.

Since February 2017 the Company has not allocated 
any shares.

No.

NZX Code Recommendation

✔  ❘  ✗

Explanation of non-compliance

5.1

5.2

5.3

An issuer should recommend director remuneration 
to shareholders for approval in a transparent 
manner. Actual director remuneration should be 
clearly disclosed in the issuer’s annual report.

An issuer should have a remuneration policy for 
remuneration of directors and officers, which 
outlines the relative weightings of remuneration 
components and relevant performance criteria.

An issuer should disclose the remuneration arrangements 
in place for the CEO in its annual report. This should include 
disclosure of the base salary, short term incentives 
and long term incentives and the performance criteria 
used to determine performance based payments.

✔

✔

✔

74

New Zealand Oil & Gas Annual Report 2020Principle 6

Risk Management

“Directors should have a sound 
understanding of the material 
risks faced by the issuer and 
how to manage them. The Board 
should regularly verify that the 
issuer has appropriate processes 
that identify and manage 
potential and material risks.”

Recognising and Managing Risk

The Company has a risk management system 
framework, which outlines the Company’s approach to 
risk management. It provides a framework for applying 
consistent and comprehensive risk management 
practices across all functional areas of the business.

The Risk Management System Framework is available in the 
corporate governance section of the Company’s website at:

www.nzog.com/dmsdocument/1

A central Company risk register, which considers the 
risks, reviews the controls, assigns ownership of a 
risk and tracks treatment plans, is maintained. Risk 
assurance is provided through a prioritised programme of 
audits and internal review.

The board’s accountabilities include overseeing 
the effectiveness of the risk management system 
framework, monitoring compliance and approving 
polices and systems for the ongoing identification and 
management of risks. The board’s responsibilities include 
approving the Company’s risk capacity and appetite, 
reviewing material risks and reviewing the risk register. 
The board allocates oversight of risk management in 
relation to health, safety and environment and company 
operations to the HSSE Committee and oversight in 
relation to accounting standards and principles, financial 
statement compliance and reliability and the audit 
process to the Audit Committee.

Responsibility for identifying, documenting and managing 
risks and opportunities is delegated to the appropriate 
level of management. The chief executive is responsible 
for such things as integrating risk management into 
core business processes, managing the Company’s 
corporate strategic risks and opportunities, and regularly 
reviewing the Company’s risk profile. The chief executive 
has ultimate responsibility to the board for design, 
development and improvement of the risk management 
framework system and maintains the Company’s 
risk register.

The Company does not have an internal audit function. 
The process employed for evaluating and improving the 
effectiveness of risk management and internal control 
processes is:

 ¬ risks are formally reviewed by risk owners;

 ¬ management regularly reviews the risk register to 
ensure adherence and continuous improvement;

 ¬ the ORS Committee regularly reviews the risk register, 
with a particular emphasis on reducing key risks to as 
low as reasonably practicable;

 ¬ for specific operational activities (including seismic 

acquisition campaigns), the board reviews the 
intended operational activity against activities related 
to elements of the Company’s HSSE management 
framework to ensure a compliant work programme, 
achieving desired objectives safely; and

 ¬ after-action reviews (AAR) of an operational phase of a 
project are undertaken by the HSSE Advisor and project 
team, to identify improvement in control processes. 
The AAR is then reviewed by the HSSE Committee.

The ORS Committee reviews specific risks at each 
meeting of the committee and, at least annually, reviews 
the risk register and framework document to satisfy itself 
that the system continues to be sound.

The Board Operational Risk and Sustainability Committee 
Charter, is available in the corporate governance section of the 
Company's website at:

www.nzog.com/dmsdocument/370

TCFD Risk disclosure

TCFD risks, and the framework for managing risk, are 
comprehensively reported  in the section beginning 
page 27 of this document.

75

New Zealand Oil & Gas Annual Report 2020Health and Safety

Environment

The Company values our natural environment and is 
committed to responsible management practices 
that minimise environmental impacts arising from our 
activities, using soundly-based science as the basis for all 
of our environmental decisions.

All employees, contractors and joint venturers engaged 
in activities under the Company’s operational control 
are responsible for applying the Environment Policy. The 
Company’s managers are responsible for promoting the 
policy in non-operated joint ventures.

The full Environment Policy is available in the corporate 
governance section of the Company's website at:

www.nzog.com/dmsdocument/491

The Company is fully committed to the provision of a safe 
and healthy work environment. The Company aspires to 
a ‘no one gets hurt plus no incidents’ standard under its 
Health and Safety Policy.

All employees, contractors and joint venture parties 
engaged in activities under the Company’s operational 
control are responsible for the application of the Health 
and Safety Policy. 

All employees are responsible for taking all practical 
steps to avoid harm to themselves or to others in the 
workplace. They must report any potentially hazardous 
situations, maintain good housekeeping in all areas and 
comply with safe work practices and procedures. 

The Company’s managers are responsible for 
promoting the Health and Safety Policy in non-operated 
joint ventures.

The full Health and Safety Policy is available in the corporate 
governance section of the Company's website at:

www.nzog.com/dmsdocument/492

Compliance with NZX Code Recommendations

No.

NZX Code Recommendation

✔  ❘  ✗

Explanation of non-compliance

6.1

6.2

An issuer should have a risk management framework for its 
business and the issuer’s board should receive and review 
regular reports. An issuer should report the material risks 
facing the business and how these are being managed.

An issuer should disclose how it manages its health 
and safety risks and should report on its health and 
safety risks, performance and management.

✔

✔

76

New Zealand Oil & Gas Annual Report 2020Principle 7

Auditors

“The board should ensure the 
quality and independence of the 
external audit process.”

Oversight of the Company’s external audit is the 
responsibility of the Audit Committee, which 
also oversees financial and internal controls and 
financial reporting.

The external auditor of New Zealand Oil & Gas is KPMG. 
The Audit Committee reviewed the appointment in 
February 2020. 

An External Auditor Independence Policy was adopted by 
Board in June 2018

Total fees paid to KPMG in its capacity as group auditor in 
FY 2020 were $219,000, which includes fees earned as 
Cue’s auditor. Fees for audit services for New Zealand Oil 
& Gas Limited were $115,000.

Total fees paid to KPMG for other professional services 
were $109,000. Other services included:

 ¬ Tax advice.

 ¬ Tax compliance.

 ¬ Other assurance services.

The NZX and New Zealand Oil & Gas require rotation of 
Lead Audit Partners every five years. 

In 2020 the lead partner changed after a 
five year rotation. 

KPMG has supplied the Company with a written 
statement confirming its independence, and systems use 
to ensure independence is maintained.

The external auditor attends the Annual Meeting 
to answer questions from shareholders in relation 
to the audit.

77

New Zealand Oil & Gas Annual Report 2020Compliance with NZX Code Recommendations

No.

NZX Code Recommendation

✔  ❘  ✗

Explanation of non-compliance

7.1

The board should establish a framework for the 
issuer’s relationship with its external auditors.

The should include procedures:

a) 

b) 

c) 

d) 

 for sustaining communication with the issuer’s external 
auditors;

 to ensure that the ability of the external auditors to 
carry out their statutory audit role is not impaired, or 
could reasonably be perceived to be impaired;

 to address what, if any, services (whether by type or 
level) other than their statutory audit roles may be 
provided by the auditors to the issuer; and

 to provide for the monitoring and approval by the 
issuer’s audit committee of any service provided by 
the external auditors to the issuer other than in their 
statutory audit role.

7.2

The external auditor should attend the issuer’s 
Annual Meeting to answer questions from 
shareholders in relation to the audit.

7.3

Internal audit functions should be disclosed.

✔

✔

✔

✔

✔

✔

✗

The Company does not have an internal audit 
function. The process employed for evaluating and 
improving the effectiveness of risk management 
and internal control processes is:
∫  risks are formally reviewed by risk owners;
∫  management regularly reviews the risk register to 
ensure adherence and continuous improvement;

∫  the Operational Risk and Sustainability 

Committee regularly reviews the risk register, 
with a particular emphasis on reducing key 
risks to as low as reasonably practicable;

∫  for specific operational activities (including seismic 

acquisition campaigns), the board reviews the 
intended operational activity against activities related 
to elements of the Company’s HSSE management 
framework to ensure a compliant work programme, 
achieving desired objectives safely; and

∫  after action reviews (AAR) of an operational phase of a 
project are undertaken by the HSSE Advisor and project 
team, to identify improvement in control processes. 
The AAR is then reviewed by the ORS Committee.

78

New Zealand Oil & Gas Annual Report 2020Principle 8

Shareholder Rights 
& Relations

“The board should respect the 
rights of shareholders and foster 
constructive relationships with 
shareholders that encourage 
them to engage with the issuer.”

New Zealand welcomes shareholder participation, aims 
to provide regular update of useful information about 
its activities and seeks opportunities to engage with 
shareholders directly.

Shareholder participation

The Company encourages shareholder participation at 
the annual meeting by inviting questions in advance and 
discussion from the floor. Materials are posted on the 
Company’s website. In 2020, the annual meeting will be 
held online so that all shareholders could participate 
despite restrictions on travel.

The Notice of Annual Meeting of Shareholders is posted 
as it is available and at least 20 working days prior to 
the meeting.

Shareholders can directly message the Company at any 
time through the website and it aims to respond promptly.

The Company makes available key staff and directors to 
answer questions about major initiatives.

Shareholders have the right to vote on major decisions 
that change the nature of the company’s activities. All 
shares participate equally with other shares on the basis 
of one share, one vote. There are no special voting rights 
attached to any stock nor any restricted stock.

Voting is conducted by poll, not by show of hands, as 
recommended by the NZX Code in order to respect the 
principle of one share, one vote.

In 2020 the board undertook a listening tour 
with a number of larger shareholders about the 
Company’s strategy.

Website

The Company maintains a website, nzog.com, 
where comprehensive information about its activities 
is maintained.

Shareholders and interested parties can subscribe via 
the website to receive notice of the Company’s market 
announcements by email. 

The dedicated investor relations section of the website 
makes available share price information, detail about 
shareholdings, statutory reports, corporate governance 
information and details about the Company’s activities.

79

New Zealand Oil & Gas Annual Report 2020Compliance with NZX Code Recommendations

No.

NZX Code Recommendation

✔  ❘  ✗

Explanation of non-compliance

8.1

8.2

8.3

8.4

8.5

An issuer should have a website where investors 
and interested stakeholders can access financial 
and operational information and key corporate 
governance information about the issuer.

An issuer should allow investors the ability to easily 
communicate with the issuer, including providing the option 
to receive communications from the issuer electronically.

Quoted equity security holders should have the right 
to vote on major decisions which may change the 
nature of the company in which they are invested.

If seeking additional equity capital, issuers of quoted 
equity securities should offer further equity securities 
to shareholders of the same class on a pro rata basis, 
and on no less favourable terms, before further 
equity securities are offered to other investors.

The board should ensure that the notices of annual 
or special meeting of shareholders is posted on 
the issuer’s website as soon as possible and at 
least 20 working days prior to the meeting.

✔

✔

✔

✔

✔

80

New Zealand Oil & Gas Annual Report 2020Shareholder 
Information

Top 20 Shareholders

As at 14 August 2020

Stock Exchange Listing

The Company’s securities are listed on the Main Board 
equity security market operated by NZX Limited.

Securities On Issue

As at 14 August 2020 New Zealand Oil & Gas Limited had 
the following securities 

Listed Ordinary Shares

Options to acquire ordinary shares

164,420,718

2,832,0481

1  Options have been issued subject to the Scheme Rules available here:  

www.nzog.com/dmsdocument/482

  Each Option is an option to acquire one fully paid ordinary share. 
Option holders will be able to exercise the Options in the period from 
1 July 2022 until 1 July 2025. The exercise price for the Options is 
$0.61 per Option. Shares issued on the exercise of Options will be 
issued on the same terms and will rank equally in all respects with 
ordinary shares currently on issue. Options do not carry voting rights 
or any entitlement to receive dividends unless and until exercised 
and converted to shares. In the event of a change of control event, 
generally the vesting date of Options will accelerate and the Options 
will become exercisable. Options are generally forfeited by a 
participant on the occurrence of a lapse event, which includes when 
the participant ceases to be an employee of the company.

Security Holder

Units

% 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

O.G. Oil And Gas Singapore 
Pte. Ltd

Resource Nominees Limited

Accident Compensation 
Corporation - NZCSD 

Sik-On Chow

Asb Nominees Limited 
<414354 Ml - A/C>

Riuo Hauraki Limited

Amalgamated Dairies Limited

Moon Chul Choi + Keum Sook 
Choi

Richard Bruce Lees

Ruihui Zhang

New Zealand Depository 
Nominee Limited  


Murray Ion Denholm

Asb Nominees Limited  


Clinton John Trass + Kasturi 
Chitranjali Trass

New Zealand Oil & Gas Limited - 
GNA Trustee 

Anz Custodial Services New 
Zealand Limited - NZCSD 


Roy Anthony Radford

JBWERE (NZ) Nominees 
Limited 

Chin-Yi Lin + Yu-Ching 
Lin-Chao

114,876,016

69.86

3,334,000

3,212,373

2,140,000

2,040,379

1,400,000

706,334

618,750

564,000

562,783

530,092

515,500

514,585

2.03

1.95

1.30

1.24

0.85

0.43

0.38

0.34

0.34

0.32

0.31

0.31

500,000

0.30

474,603

0.29

405,800

0.25

392,000

390,000

0.24

0.24

364,000

0.22

20

Tribal Nominees Limited

352,500

0.21

Totals: Top 20 Holders Of 
Ordinary Shares

Total Remaining Holders 
Balance

133,893,715

81.43

30,537,003

18.57

81

New Zealand Oil & Gas Annual Report 2020Substantial Shareholders

Share Buy-backs

Substantial Product Holder Notices are received pursuant 
to the Financial Markets Conduct Act 2013. Shareholders 
are required to disclose their holding to the issuer and the 
issuer’s registered exchanges when: 

 ¬ they have a substantial holding (5% of more of the 

listed voting securities); 

 ¬ subsequent movements of 1% or more in a substantial 

holding from prior notification; 

 ¬ any change is made in the nature of any relevant 

interest in the substantial holding; and 

 ¬ they cease to have a substantial holding.

According to the company’s records and Substantial 
Product Holding Notices previously released to NZX, as 
at 30 June 2020, no Substantial Product Holder Notices 
were received since the date of the last Annual Report, in 
respect of holdings of ordinary shares of New Zealand Oil 
& Gas Limited.

No shares were bought back in the period.

Distribution of Security Holders  As at 15 August 
2020

Range

1 - 99

100 - 199

200 - 499

500 - 999

1,000 - 1,999

2,000 - 4,999

5,000 - 9,999

10,000 - 49,999

50,000 - 99,999

100,000 - 499,999

500,000 - 999,999

1,000,000 - 9,999,999

10,000,000 Over

Total 
holders

11

7

10

1,191

962

1,023

460

465

67

56

8

5

1

Units

332

920

2,570

831,842

1,335,962

3,164,516

3,083,942

9,064,218

4,683,845

10,747,759

4,512,044

12,126,752

% of 
Issued 
Capital

0.00

0.00

0.00

0.51

0.81

1.92

1.88

5.51

2.85

6.54

2.74

7.37

114,876,016

69.86

Total

4,266

164,430,718

100.00

82

New Zealand Oil & Gas Annual Report 2020Trading Statistics

Dividend Payments and Reinvestment Plan 
Dividend Payments

For the 12 months ended 30 June 2020

NZX (Trading Code NZO)

High

0.725

Low 

0.430

Dividend Payments

No dividend payments have been made during the 
financial year.

Dividend Reinvestment Plan

The Dividend Reinvestment Plan will not apply to future 
dividends until advised otherwise.

Direct Crediting of Dividends Payments

To minimise the risk of fraud and misplacement 
of dividend cheques shareholders are strongly 
recommended to have all payments made by way of 
direct credit to their nominated New Zealand or Australian 
bank account. This can be done by simply giving written 
notice to the share registry, Computershare Investor 
Services Ltd, Private Bag 92119, Auckland, New Zealand. 
Email: enquiry@computershare.co.nz

Share Registries 

Details of the company’s share registry are given in 
the Corporate Directory on the inside back cover of 
this report. Shareholders with enquiries about share 
transactions, changes of address or dividend payments 
should contact the share registry.

Donations

There were no donations during the year. See pages 24 
and 45 for details of community contributions.

83

New Zealand Oil & Gas Annual Report 2020Consolidated 
Financial 
Statements

The Board of Directors of New Zealand 
Oil & Gas Limited authorise these 
consolidated Financial Statements for 
issue on 28 August 2020.

For and on behalf of the Board.

Samuel Kellner 
Chairman

28 August 2020

Rosalind Archer 
Director

28 August 2020

84

Notes to Financial StatementsNew Zealand Oil & Gas Annual Report 2020Consolidated Statement  
of Cash Flows

For the year ended 30 June 2020

Cash flows from operating activities

Customer receipts

Production and marketing payments

Supplier and employee payments (inclusive of GST)

Interest received

Income taxes paid

Royalties paid

Other

Net cash inflow from operating activities

Cash flows from investing activities

Exploration and evaluation expenditure

Oil and gas asset expenditure

Property, plant and equipment expenditure

Net cash outflow from investing activities

Cash flows from financing activities

Issue of shares

Forfeited shares

Lease liabilities principal element payments

Net cash outflow from financing activities

Net increase in cash, cash equivalents and funds held in escrow

Cash and cash equivalents at the beginning of the year

Exchange rate effects on cash, cash equivalents and funds held in escrow

Cash, cash equivalents and funds held in escrow at end of the year

12

Notes

2020 
$000

2019 
$000

38,163

(10,724)

(11,652)

1,580

(4,555)

(3,069)

1,164

10,907

(5,458)

(2,690)

(199)

(8,347)

-

(7)

(242)

(249)

2,311

105,586

2,857

110,754

46,570

(10,968)

(11,744)

2,297

(4,131)

(2,506)

1,787

21,305

(12,115)

(1,740)

(87)

(13,942)

6

(17)

-

(11)

7,352

98,010

224

105,586

The notes to the financial statements are an integral part of these financial statements

85

New Zealand Oil & Gas Annual Report 2020Consolidated Statement of Cash Flows

For the year ended 30 June 2020

Reconciliation of loss for the year to net cash inflow from operating activities

Notes

Loss for the year

Depreciation and amortisation

Deferred tax

Exploration expenditure included in investing activities

Asset impairment

Net foreign exchange differences

Unwind of discount on rehabilitation provision

Share based payments

Other

Change in operating assets and liabilities

Movement in receivables

Movement in payables

Movement in inventories

Movement in other financial assets

Movement in provisions

Movement in tax payable

Net cash inflow from operating activities

2020 
$000

(772)

8,410

454

3,615

2,856

2019 
$000

(2,889)

8,818

559

8,224

7,202

(2,365)

(1,217)

414

341

(58)

1,142

(508)

207

(597)

(258)

(1,974)

10,907

221

-

281

3,777

 (2,462)

(314)

7

75

 (977)

21,305

The notes to the financial statements are an integral part of these financial statements

86

Notes to Financial StatementsNew Zealand Oil & Gas Annual Report 2020Consolidated Statement  
of Comprehensive Income

For the year ended 30 June 2020

Revenue 

Operating costs

Exploration and evaluation expenditure

Other income

Other expenses

Results from operating activities excluding amortisation,  
impairment and net finance costs

Amortisation of production assets

Asset impairment

Net finance income

Profit before income tax and royalties

Income tax expense

Royalties expense

Loss for the year

Loss for the year attributable to:

Loss attributable to shareholders

Profit attributable to non-controlling interest (NCI)

Loss for the year

Other comprehensive income:

Items that may be classified to profit or loss

Foreign currency translation reserve (FCTR) differences

Total other comprehensive profit/(loss) for the year

Total comprehensive profit/(loss) for the year is attributable to:

Equity holders of the Group

Non-controlling interest

Total comprehensive profit/(loss) for the year

Loss per share

Basic loss per share (cents)

Diluted loss per share (cents)

Notes

6

7

6

8

17

16 & 17

9

10

11

23

23

2020 
$000

37,270

(9,894)

(3,615)

1,980

2019 
$000

43,323

(9,305)

(8,224)

2,450

(12,241)

 (12,389)

13,500

15,855

(7,956)

(2,856)

3,455

6,143

(4,211)

(2,704)

(772)

(1,382)

610

(772)

(8,457)

(7,202)

3,162

3,358

(3,674)

(2,573)

(2,889)

(7,480)

4,591

(2,889)

1,660

888

(5,262)

(8,151)

(68)

956

888

(0.8)

(0.8)

(12,517)

4,366

(8,151)

(4.5)

-

The notes to the financial statements are an integral part of these financial statements

87

New Zealand Oil & Gas Annual Report 2020Consolidated Statement  
of Financial Position

For the year ended 30 June 2020

ASSETS

Current assets

Cash and cash equivalents

Funds held in escrow

Receivables and prepayments

Inventories

Right-of-use assets

Total current assets

Non-current assets

Exploration and evaluation assets

Oil and gas assets

Property, plant and equipment

Other intangible assets

Other financial assets

Right-of-use assets

Total non-current assets

Total assets

LIABILITIES

Current liabilities

Payables 

Lease provision

Current tax liabilities

Total current liabilities

Non-current liabilities

Rehabilitation provision

Other provisions

Deferred tax liability

Total non-current liabilities

Total liabilities

Net assets

EQUITY

Share capital

Reserves

Retained earnings

Attributable to shareholders of the Group

Non-controlling interest in subsidiaries

Total equity

Net asset backing per share (cents)

Net tangible asset backing per share (cents)

The notes to the financial statements are an integral part of these financial statements 
* Comparative numbers have been restated. Refer to note 4.

88

Notes

2020 
$000

2019* 
$000

12

12

13

16

17

18

19

20

10

21

22

97,904

12,850

6,604

2,388

132

93,540

12,046

7,996

2,595

-

119,878

116,177

6,549

52,237

294

128

6,123

91

65,422

3,646

58,609

374

47

5,526

-

68,203

185,300

184,380

5,467

217

2,340

8,024

27,909

16

1,793

29,718

37,742

5,975

-

4,314

10,289

26,449

-

1,309

27,758

38,047

147,558

146,333

211,901

4,111

(80,445)

135,567

11,991

147,558

87.9

83.9

211,908

2,460

(79,071)

135,297

11,036

146,333

87.2

85.0

Notes to Financial StatementsNew Zealand Oil & Gas Annual Report 2020Consolidated Statement  
of Changes in Equity

For the year ended 30 June 2020

Share 
capital  
$000

Reserves 
$000

Retained 
earnings 
$000

Non-
controlling 
interest 
$000

Total  
$000

Total equity 
$000

Balance as at 1 July 2018

211,917

7,561

(74,578)

144,900

6,670

151,570

(Loss)/profit for the year

Foreign currency translation differences

Shares issued

Partly paid shares issued

Share based compensation expense

Exercised and expired ESOP awards

FCTR on disposals

-

-

8

(17)

-

-

-

-

(7,480)

(2,132)

-

-

18

(82)

(2,905)

-

-

-

-

82

2,905

(7,480)

(2,132)

4,591

(225)

(2,889)

(2,357)

8

(17)

18

-

-

-

-

-

-

-

8

(17)

18

-

-

Balance as at 30 June 2019

211,908

2,460

(79,071)

135,297

11,036

146,333

(Loss)/profit for the year

Foreign currency translation differences

Partly paid shares issued

Share based compensation expense

Exercised and expired ESOP awards

-

-

(7)

-

-

-

(1,382)

(1,382)

1,315

-

344

(8)

-

-

-

8

1,315

(7)

344

-

610

345

-

-

-

(772)

1,660

(7)

344

-

Balance as at 30 June 2020

211,901

4,111

(80,445)

135,567

11,991

147,558

The notes to the financial statements are an integral part of these financial statements

89

New Zealand Oil & Gas Annual Report 2020Basis of consolidation

Subsidiaries are fully consolidated from the date of 
acquisition, being the date on which the Group obtains 
control, and continue to be consolidated until the date 
that control ceases. Consistent accounting policies 
are employed in the preparation and presentation of 
the Group financial statements. Intra-group balances, 
transactions, unrealised income or expenses arising from 
intra-group transactions and dividends are eliminated 
in preparing the Group financial statements. A list of 
subsidiaries and associates is shown in notes 14 and 15.

Foreign currency transactions are translated into the 
functional currency using the exchange rates prevailing 
at the dates of the transactions. Foreign exchange 
gains and losses resulting from the settlement of 
such transactions and from the translation at year 
end exchange rates of monetary assets and liabilities 
denominated in foreign currencies are recognised in 
the income statement, except when deferred in the 
statement of comprehensive income and held in equity 
reserves as qualifying cash flow hedges and qualifying 
net investment hedges. Translation differences on non-
monetary items, such as equities classified as fair value 
through other comprehensive income, are included in the 
statement of comprehensive income and held in the fair 
value reserves in equity.

Notes to Financial 
Statements

1  Basis of accounting 

Reporting entity

New Zealand Oil & Gas Limited (the Group) is a company 
domiciled in New Zealand, registered under the 
Companies Act 1993 and listed on the New Zealand Stock 
Exchange (NZX). The Group is an FMC reporting entity 
for the purposes of the Financial Markets Conduct Act 
2013. The financial statements presented are for New 
Zealand Oil & Gas Limited, its subsidiaries and interests 
in associates and jointly controlled operations (together 
referred to as the “Group”).

The ultimate parent company is O.G. Oil & Gas (Singapore) 
Pte. Ltd. (OGOG), a company incorporated in Singapore 
and forms part of the Ofer Global Group.

Basis of preparation

The financial statements have been prepared in 
accordance with New Zealand Generally Accepted 
Accounting Practices (‘NZ GAAP’) and the Financial 
Reporting Act 2013. They comply with the NZ equivalents 
to International Financial Reporting Standards (‘NZ IFRS’) 
as appropriate for profit-oriented entities, and with 
International Financial Reporting Standards (‘IFRS’).

The presentation and reporting currency used in the 
preparation of the financial statements is New Zealand 
dollars (NZD or $) rounded to the nearest thousand unless 
otherwise stated. The financial statements are prepared 
on a goods and services tax (GST) exclusive basis except 
billed receivables and payables which include GST.

These financial statements are prepared on the basis of 
historical cost except where otherwise stated in specific 
accounting policies contained in the accompanying notes.

90

Notes to Financial StatementsNew Zealand Oil & Gas Annual Report 20202   Critical accounting estimates 

and judgements

3   Adoption status of relevant new financial 
reporting standards and interpretations 

The preparation of financial statements requires 
management to make judgements, estimates and 
assumptions that affect the application of accounting 
policies and the reported amounts of assets, liabilities, 
income and expenses. Actual results may differ from 
these estimates.

The estimates and assumptions that have the most 
significant risk of causing a material adjustment to the 
carrying amounts of assets and liabilities within the next 
financial year relate to:

∫   Recoverability of exploration and evaluation assets 
and oil and gas assets. Assessment includes future 
commodity prices, future cash flows, an estimated 
discount rate and estimates of reserves. Management 
performs an assessment of the carrying value of 
investments at each reporting date and considers 
objective evidence for impairment on each investment 
taking into account observable data on the investment, 
the fair value, the status or context of capital markets, 
its own view of investment value and its long term 
intentions (refer to note 16, 17 and 24(a)(ii)),

∫   Provision for rehabilitation obligations includes 
estimates of future costs, timing of required 
rehabilitation and an estimated discount rate 
(refer to note 20); and

∫   Recoverability of deferred tax asset includes an 

assessment of the ability of entities in the Group to 
generate future taxable income (refer to note 10).

In March 2020, the World Health Organisation declared 
the outbreak of a novel coronavirus (COVID-19) as a 
pandemic, which continues to spread globally, including 
New Zealand. COVID-19 has caused significant volatility 
and uncertainty around the breadth and duration of 
business disruption in both domestic and international 
markets. The pandemic presents strategic, operational 
and commercial uncertainties for the Group. There are 
increased uncertainties around the duration, scale and 
impact of the COVID-19 outbreak, however given the 
continued uncertainties the future financial impact, if 
any, cannot be determined. The Group is taking various 
measures to mitigate the impact on its operations, 
however to date the Group has lower revenues and 
assets, due to lower oil prices. The Maari asset has been 
impaired accordingly (refer to note 17).

NZ IFRS 16 Leases

The Group has adopted NZ IFRS 16 from 1 July 2019. 
The standard replaces NZ IAS 17 'Leases' and for lessees 
eliminates the classifications of operating leases and 
finance leases. Except for short-term leases and leases of 
low value assets, right-of-use assets and corresponding 
lease liabilities are recognised in the statement of 
financial position. Straight-line operating lease expense 
recognition is replaced with a depreciation charge for 
the right-of-use assets (included in other expenses) and 
an interest expense on the recognised lease liabilities 
(included in finance costs). For classification within the 
statement of cash flows, the interest portion is disclosed 
in operating activities and the principal portion of the 
lease payments are separately disclosed in financing 
activities. For lessor accounting, the standard does not 
substantially change how a lessor accounts for leases. 

Impact on application

The Group has adopted NZ IFRS 16 using the modified 
retrospective approach whereby the consolidated 
entity has recognised the cumulative effect of initially 
applying this standard as an adjustment to the opening 
balance of equity as at 1 July 2019. Accordingly, the 
Group has not restated comparative balances in the 
financial statements.

On adoption of NZ IFRS 16, the Group recognised lease 
liabilities in relation to leases which had previously been 
classified as ‘operating leases’ under the principles of 
NZ IAS 17 Leases. These liabilities were measured at 
the present value of the remaining lease payments, 
discounted using the lessee’s incremental borrowing 
rate as of 1 July 2019. The weighted average incremental 
borrowing rate applied to the lease liabilities on 1 July 
2019 was 3.3%. The associated right-of-use assets 
were measured at the amount equal to the lease liability 
relating to that lease at 1 July 2019, with no overall 
change to net assets.

Impact on application ($000)

1 July 2019

Right-of-use assets

Lease liabilities

Accumulated losses

455

(455)

-

91

New Zealand Oil & Gas Annual Report 20203   Adoption status of relevant new financial reporting 

4   Restatement of comparatives

standards and interpretations (continued)

Correction of error

Cue Energy Resources Limited (Cue), through its wholly 
owned subsidiary, Cue Sampang Pty Ltd (Cue Sampang), 
contributed to the Abandonment and Site Restoration 
(ASR) fund as agreed by the Indonesian Government 
through SKK Migas. Cue Sampang contributed $5.6 
million to the ASR fund up to 30 June 2019. Historically, 
Cue did not recognise the funded portion of the ASR on its 
balance sheet.

During 2020 financial year, Cue reviewed the contractual 
agreement and concluded that a prior year restatement 
is required to gross up the funded portion of the 
rehabilitation provision, as Cue Sampang retains the 
obligation to fully fund its share of the rehabilitation. 
As such, Cue retrospectively recognised other 
financial asset of $5.5 million as at 30 June 2019, with 
corresponding adjustments for production properties 
($0.1 million) and rehabilitation provision ($5.6 million). 
There was no impact to the statement of profit or loss 
and other comprehensive income.

Statement of profit or loss and other 
comprehensive income

When there is a restatement of comparatives, it is 
mandatory to provide a statement of profit or loss and 
other comprehensive income for the year ended 30 
June 2019. However, as there were no adjustments 
made, the consolidated entity has elected not to 
show the statement of profit or loss and other 
comprehensive income.

Statement of financial position at the beginning 
of  the earliest comparative period

When there is a restatement of comparatives, it is 
mandatory to provide a third statement of financial 
position at the beginning of the earliest comparative 
period, being 1 July 2018.

Right-of-use assets

A right-of-use asset is recognised at the commencement 
date of a lease. The right-of-use asset is measured at 
cost, which comprises the initial amount of the lease 
liability, adjusted for, as applicable, any lease payments 
made at or before the commencement date net of any 
lease incentives received, any initial direct costs incurred, 
and, except where included in the cost of inventories, an 
estimate of costs expected to be incurred for dismantling 
and removing the underlying asset, and restoring the site 
or asset.

Right-of-use assets are depreciated on a straight-
line basis over the unexpired period of the lease or the 
estimated useful life of the asset, whichever is the 
shorter. Where the Group expects to obtain ownership 
of the leased asset at the end of the lease term, the 
depreciation is over its estimated useful life. Right-of-
use assets are subject to impairment or adjusted for any 
remeasurement of lease liabilities.

Lease liabilities

A lease liability is recognised at the commencement 
date of a lease. The lease liability is initially recognised 
at the present value of the lease payments to be made 
over the term of the lease, discounted using the interest 
rate implicit in the lease or, if that rate cannot be readily 
determined, the Group's incremental borrowing rate. 
Lease payments comprise of fixed payments less any 
lease incentives receivable, variable lease payments 
that depend on an index or a rate, amounts expected to 
be paid under residual value guarantees, exercise price 
of a purchase option when the exercise of the option 
is reasonably certain to occur, and any anticipated 
termination penalties. The variable lease payments that 
do not depend on an index or a rate are expensed in the 
period in which they are incurred.

Lease liabilities are measured at amortised cost using 
the effective interest method. The carrying amounts are 
remeasured if there is a change in the following: future 
lease payments arising from a change in an index or a 
rate used; residual guarantee; lease term; certainty of a 
purchase option and termination penalties. When a lease 
liability is remeasured, an adjustment is made to the 
corresponding right-of use asset, or to the profit and loss 
if the carrying amount of the right-of-use asset is fully 
written down.

92

Notes to Financial StatementsNew Zealand Oil & Gas Annual Report 20204   Restatement of comparatives (continued)

5   Segment information

2018 
$000

ASSETS

Reported

Adjustment

Restated

Non-current assets

Oil and gas assets

Other financial assets

64,848

16

Total non-current assets

72,811

(12)

5,130

5,118

64,836

5,146

77,929

Total assets

184,846

5,118

189,964

LIABILITIES

Non-current liabilities

Rehabilitation provision

18,642

5,118

23,760

Total non-current 
liabilities

19,439

5,118

24,557

Total liabilities

33,276

5,118

38,394

All operating segments’ operating results are reviewed 
regularly by the Group’s chief executive officer (CEO), 
the entity’s chief decision maker, and have discrete 
financial information available. Segment results that are 
reported to the CEO include items directly attributable 
to a segment as well as those that can be allocated on 
a reasonable basis. Unallocated items comprise mainly 
corporate assets, office expenses, and income tax assets 
and liabilities.

The following summaries describe the activities within 
each of the reportable operating segments:

∫   Kupe oil and gas field (Kupe): development, production 
and sale of natural gas, liquefied petroleum gas (LPG) 
and condensate (light oil) in the petroleum mining 
permit area of PML 38146 located in the offshore 
Taranaki basin, New Zealand. The Group purchased a 
4% interest from Mitsui E&P Australia Pty Limited with 
an acquisition date of 8 December 2017.

Net assets

151,570

-

151,570

∫   Oil & gas exploration: exploration and evaluation 

of hydrocarbons in the offshore Taranaki basin and 
offshore Canterbury basin in New Zealand as well as in 
Australia and Indonesia.

∫   Cue: the Group acquired a controlling interest in Cue 
during the 2015 financial year. Management have 
treated this as a separate operating segment.

2019 
$000

ASSETS

Reported

Adjustment

Restated

Non-current assets

Oil and gas assets

Other financial assets

58,507

9

Total non-current assets

62,583

102

5,517

5,620

58,609

5,526

68,203

Total assets

178,760

5,620

184,380

LIABILITIES

Non-current liabilities

Rehabilitation provision

20,829

5,620

26,449

Total non-current 
liabilities

22,138

5,620

27,758

Total liabilities

32,427

5,620

38,047

Net assets

146,333

-

146,333

93

New Zealand Oil & Gas Annual Report 20205   Segment information (continued)

2020 
$000

Kupe  
oil & gas

Oil & gas 
exploration

Other & 
unallocated

Cue Energy 
Resources Ltd 

Total 

Sales to external customers - New Zealand

Sales to external customers - other countries

Total sales revenue

Other income

Total sales revenue and other income 

Impairment of oil and gas assets

Segment result 

Other net finance income

Profit before income tax and royalties

Income tax and royalties expense

Loss for the year

Segment assets

Unallocated assets

Total assets

Included in segment results:  
Depreciation and amortisation expense

2019* 
$000

Sales to external customers - New Zealand

Sales to external customers - other countries

Total sales revenue

Other income

Total revenue and other income 

Segment result 

Other net finance income

Profit before income tax and royalties

Income tax and royalties expense

Loss for the year

Segment assets

Unallocated assets

Total assets

9,884

2,150

12,034

198

12,232

-

-

-

-

-

-

-

-

-

-

1,282

1,282

-

-

25,236

25,236

500

25,736

(2,856)

6,439

(2,064)

(8,132)

6,445

9,884

27,386

37,270

1,980

39,250

(2,856)

2,688

3,455

6,143

(6,915)

(772)

32,245

1,622

-

24,919

58,786

126,514

185,300

3,451

-

341

4,618

8,410

Kupe  
oil & gas

Oil & gas 
exploration

Other & 
unallocated

Cue Energy 
Resources Ltd 

11,933

3,928

15,861

58

15,919

-

-

-

-

-

-

-

-

239

239

-

27,462

27,462

2,153

29,615

10,267

(12,960)

(10,349)

13,238

Total 

11,933

31,390

43,323

2,450

45,773

196

3,162

3,358

(6,247)

(2,889)

32,712

90

-

29,453

62,255

122,125

184,380

Included in segment results:  
Depreciation and amortisation expense

3,798

-

351

4,669

8,818

* Comparative numbers have been restated. Refer to note 4.

94

Notes to Financial StatementsNew Zealand Oil & Gas Annual Report 20205   Segment information (continued)

8  Other expenses

$000

2020

2019

CLASSIFICATION OF OTHER 
EXPENSES BY NATURE

Audit fees paid to the 
Group auditor - KPMG

Audit fees paid to other 
auditors - BDO

Directors’ fees

Legal fees

Consultants’ fees

Employee expenses

Depreciation

Amortisation of intangible assets 

Share based payment expense

IT and software expenses

Pre-permit expenditure

Registry and stock exchange fees

219

-

337

1,094

1,367

6,098

454

-

341

811

141

253

110

124

294

878

1,515

6,229

120

241

17

557

-

143

Other

Total other expenses

1,126

12,241

2,161

12,389

FEES PAID TO THE GROUP AUDITOR

Audit and review of 
financial statements

Tax compliance services

Tax advisory services

Other assurance services

Total fees paid to Group auditor

FEES PAID TO OTHER AUDITORS

Audit and review of subsidiary 
financial statements

Tax compliance services

Total fees paid to other auditors

219

72

28

9

328

-

-

-

110

98

86

-

294

124

10

134

Major customers

The Group provides products to four external customers.

6  Revenue and other income 

Sales comprise revenue earned from the sale of 
petroleum products, when the significant risks and 
rewards of ownership of the petroleum products have 
been transferred to the buyer. Revenue is recognised 
at the fair value of the consideration received net of 
the amount of GST.

$000

2020

2019

REVENUE

Petroleum sales

Total revenue

OTHER INCOME

Insurance proceeds

Reimbursement of 
Ironbark back costs

Other income

Performance bond receivable*

Total other income

Total income

37,270

37,270

43,323

43,323

-

-

1,561

419

1,980

39,250

1,125

947

378

-

2,450

45,773

*  During the year ending 30 June 2020, Texcal Mahato EP Ltd (Texcal), 

operator of the Mahato PSC refused to refund Cue’s share of the 
PSC performance bond, amounting to approximately $0.4 million 
(US$0.3 million) which was released by the Indonesian Government 
on completion of the PSC work commitment. The return of the bond 
is governed by a separate agreement with Texcal and is unrelated to 
the claims being made by Texcal under the Joint Operating Agreement 
('JOA'). Cue continues to assert its rights under the agreement which 
governs the performance bond and is evaluating its available options.

7  Operating costs 

$000

Production and sales 
marketing costs

Carbon emission expenditure

Insurance expenditure

Movement in inventory

Total operating costs

2020

2019

During the year the auditors of Cue changed to KPMG.

(8,221)

(8,965)

(476)

(626)

(571)

(413)

(456)

529

(9,894)

(9,305)

95

New Zealand Oil & Gas Annual Report 20209  Net finance income and costs 

$000

2020

2019

2020

2019

INCOME TAX EXPENSE

$000

Bank fees

Provision unwind of 
discount on provision

Lease interest expense

Total finance costs

(9)

(9)

(414)

(9)

(432)

(221)

-

(230)

Interest income

1,522

2,175

Exchange gains on foreign 
currency balances

Total finance income

Net finance income

10  Taxation

2,365

3,887

3,455

1,217

3,392

3,162

Current and deferred tax is calculated on the basis of the 
laws enacted or substantively enacted at balance date.

Current tax is the expected tax payable on the taxable 
income for the year and any adjustment to tax payable in 
respect of previous years.

Current and deferred tax are recognised in profit or loss 
except when the tax relates to items recognised in other 
comprehensive income, in which case the tax is also 
recognised in other comprehensive income.

96

Current tax

Deferred tax

3,757

454

3,115

559

a) Total income tax expense

4,211

3,674

INCOME TAX EXPENSE 
CALCULATION

Profit before income 
tax and royalties

6,143

3,358

Less: royalties expense

(2,704)

(2,573)

Profit before income tax

Tax at the New Zealand 
tax rate of 28%

Tax effect of amounts which 
are not deductible/(taxable):

Difference in overseas tax rate

Non-deductible expenses

Foreign exchange adjustments

Unrealised timing differences

Unrecognised tax losses

Other

Adjustment recognised for 
current tax in prior periods

b) Total income tax expense

3,439

963

1,288

348

(154)

(630)

2,641

445

4,901

(690)

4,211

785

220

(445)

298

(198)

433

1,645

2,475

4,429

(755)

3,674

 During the year, Cue was notified that it had been 
successful in an Indonesian Tax Court case against the 
Indonesian Tax Department for over-payment of $0.7 
million in taxes relating to 2011, resulting in a partial 
refund of $0.5 million which was received in December 
2019. The remaining balance was accrued at year end.

 During the prior year Cue had an Indonesian tax matter 
relating to a notice of amended assessment which was 
being disputed by Cue Kalimantan Pte Ltd on behalf of 
SPC E&P Ltd (SPC). Cue is indemnified by SPC for any 
losses arising from this dispute and has recognised a 
tax liability as well as a receivable in the Consolidated 
Statement of Financial Position.

 At 30 June 2020 no imputation credits were held for 
subsequent reporting periods (2019: nil).

Notes to Financial StatementsNew Zealand Oil & Gas Annual Report 2020 
 
 
10   Taxation (continued)

c)  Deferred tax

Deferred taxation is recognised in respect of temporary 
differences between the tax bases of assets and 
liabilities and their carrying amounts in the financial 
statements. Deferred tax assets and future tax benefits 
are recognised where realisation of the asset is probable. 
Deferred tax assets are reviewed at each reporting date 
and are reduced to the extent that it is no longer probable 
that the related tax benefit will be realised.

Deferred tax is not recognised for the following temporary 
differences: the initial recognition of assets or liabilities 
in a transaction that is not a business combination and 
that affects neither accounting nor taxable profit, and 
differences relating to investments in subsidiaries to 
the extent that they probably will not reverse in the 
foreseeable future. Deferred tax is measured at the tax 
rates that are expected to be applied to the temporary 
differences when they reverse.

The utilisation of the deferred tax asset is dependent on 
future taxable profits in excess of the profits arising from 
the reversal of existing temporary differences. As at 30 
June 2020 the Group have accumulated losses in New 
Zealand of $43.2 million (30 June 2019: $41.7 million), 
together with unclaimed tax deductions for production 
and development expenditure incurred previously. 
The Group has not recognised a New Zealand deferred 
tax asset as under current oil price assumptions it is 
not expected that sufficient future taxable profits will 
be generated. The future availability of accumulated 
tax losses remains subject to the Group satisfying 
the relevant business and shareholder continuity 
requirements for each jurisdiction.

$000

2020

2019

THE BALANCE COMPRISES 
TEMPORARY DIFFERENCES 
ATTRIBUTABLE TO:

Deferred Tax Assets

Non-deductible provisions

Deferred Tax Liabilities

Exploration & evaluation assets

Oil & gas assets

Other items (including 
lease assets)

5,988

5,988

5,645

5,645

(2,164)

(5,604)

(14)

(6,954)

-

-

(7,782)

(6,954)

Net deferred tax liabilities

(1,793)

(1,309)

MOVEMENTS:

Net deferred tax liability at 1 July

(1,309)

Recognised in profit and loss

(454)

(797)

(559)

Recognised in other 
comprehensive income

(30)

47

Closing balance at end of year

(1,793)

(1,309)

11  Royalties expense

Royalty expenses incurred by the Group relate to 
petroleum royalty payments to the New Zealand 
Government in respect of the Kupe and Maari oil and gas 
fields, and are recognised on an accrual basis.

97

New Zealand Oil & Gas Annual Report 202012   Cash and cash equivalents and 

funds held in escrow 

Cash and cash equivalents comprise cash on hand, cash 
at bank, short-term deposits and deposits on call with an 
original maturity of three months or less.

$000

Cash at bank and in hand

Deposits at call

Short term deposits

Share of oil and gas interests’ cash

Funds held in escrow - WA-359-P 
Drilling Programme Account*

Total cash and cash 
equivalents at end of year

2020

18,524

4,110

74,774

496

2019

12,006

4,590

76,602

342

12,850

12,046

110,754

105,586

* The WA-359-P Drilling Programme Account represents cash held 
under the Ironbark funding arrangement of the WA-359-P joint 
agreement and is not available as free cash for the purposes of the 
Group's operations until BP Developments Australia Pty Limited, as the 
operator, draws down on the balance for the purposes of the drilling 
work programme as agreed by all parties.

Cash and cash equivalents 
denominated by currency $000

Base 
Currency

NZD 
Equivalent

2020

NZ dollar

US dollar

AU dollar

ID rupiah

Total cash and cash 
equivalents at end of year

2019

NZ dollar

US dollar

AU dollar

ID rupiah

Total cash and cash 
equivalents at end of year

29,929

48,651

4,493

2,840,563

32,439

45,635

4,774

1,187,789

29,929

75,710

4,808

307

110,754

32,439

68,032

4,990

125

105,586

Deposits at call and short-term deposits

The deposits at call and short term deposits are currently 
bearing interest rates between 0.06% and 0.50% (2019: 
1.60% and 2.70%).

13  Receivables and prepayments 

$000

Trade receivables

Share of oil and gas 
interests' receivables

Prepayments

Other

2020

4,136

2,097

361

10

2019

6,492

1,328

124

52

Total receivables and 
prepayments at end of year

6,604

7,996

Receivables and prepayments 
denominated by currency $000

Base 
Currency

NZD 
Equivalent

2020

NZ dollar

US dollar

AU dollar

ID rupiah

Total receivables and 
prepayments at end of year

2019

NZ dollar

US dollar

AU dollar

ID rupiah

Total receivables and 
prepayments at end of year

1,530

3,163

135

208,275

2,322

3,776

20

181,098

1,530

4,907

144

23

6,604

2,322

5,617

37

20

7,996

14  Investments in subsidiaries

Subsidiaries are entities controlled by the Group. The 
Group controls an entity when it has power over the 
entity, has exposure or rights to variable returns from this 
involvement and when it has the ability to use its power to 
affect the amount of the returns.

At 30 June 2020 the Group holds a 50.04 per cent interest 
in Cue Energy Resources Limited (30 June 2019: 50.04 
per cent). Cue entities on the next page reflect the 
Group’s 50.04 per cent interest in Cue subsidiaries.

Non-controlling interests in the results and equity of 
subsidiaries are shown separately in the Consolidated 
Statement of Comprehensive Income and Consolidated 
Statement of Financial Position respectively.

The financial statements of each of the Group’s entities 
are measured using the currency of the primary economic 
environment in which the entity operates ("the functional 
currency"). The functional currency of the subsidiaries 
within the Group are shown on the next page.

98

Notes to Financial StatementsNew Zealand Oil & Gas Annual Report 202014   Investments in subsidiaries (continued)

The consolidated financial statements incorporate the assets, liabilities and results of the following entities:

Name of entity

NEW ZEALAND OIL & GAS

Australia and New Zealand Petroleum Limited

NZOG Onshore Limited

NZOG Canterbury Limited

NZOG 2013 O Limited

NZOG Bohorok Pty Limited

NZOG Devon Limited

NZOG 2013T Limited

NZOG Energy Limited

NZOG Palmerah Baru Pty Limited (i)

NZOG Offshore Limited

NZOG Pacific Holdings Pty Limited

NZOG Pacific Limited

NZOG Services Limited

NZOG Taranaki Limited

Petroleum Resources Limited

NZOG MNK Bohorok Pty Limited

NZOG Asia Pty Limited (ii)

Pacific Oil & Gas (North Sumatera) Limited (ii)

NZOG (Ironbark) Pty Limited

CUE ENERGY RESOURCES 

Cue Energy Resources Limited

Cue Mahakam Hilir Pty Limited

Cue (Ashmore Cartier) Pty Ltd

Cue Sampang Pty Limited

Cue Taranaki Pty Limited

Cue Kalimantan Pte Ltd

Cue Mahato Pty Ltd

Cue Exploration Pty Limited

Country of 
incorporation

Equity Holding

2020

2019

Functional 
Currency

New Zealand

New Zealand

New Zealand

New Zealand

Australia

New Zealand

New Zealand

New Zealand

Australia

New Zealand

Australia

New Zealand

New Zealand

New Zealand

New Zealand

Australia

Australia

Bermuda

Australia

Australia

Australia

Australia

Australia

Australia

Singapore

Australia

Australia

100%

100%

100%

100%

100%

100%

100%

100%

0%

100%

100%

100%

100%

100%

100%

100%

0%

0%

100%

50.04%

50.04%

50.04%

50.04%

50.04%

50.04%

50.04%

50.04%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

90%

100%

50.04%

50.04%

50.04%

50.04%

50.04%

50.04%

50.04%

50.04%

NZD

NZD

NZD

NZD

USD

NZD

NZD

NZD

USD

NZD

USD

NZD

NZD

NZD

NZD

USD

USD

USD

AUD

AUD

USD

AUD

USD

USD

USD

USD

AUD

(i) 
This company was sold during the 2018 financial year subject to regulatory approval; the sale was completed on 17 April 2020 
(ii)  These companies were sold during the 2018 financial year subject to regulatory approval; the sale was completed on 24 April 2020.

The Group previously determined that in accordance with NZ IAS 21 Effects of Changes in Foreign Exchange Rates, the 
Group’s interest in foreign operations Cue Sampang (Indonesia) and Cue Taranaki (New Zealand) are held in USD functional 
entities. During the current period the Group reviewed its functional currency translation practices and identified prior 
period errors in the translation of certain balances residing in these USD functional entities. These errors were not material 
and accordingly have been corrected in the 30 June 2020 financial statements through an adjustment of $0.9 million to 
increase production properties (refer note 15) and a corresponding credit to the functional currency translation reserve.

99

New Zealand Oil & Gas Annual Report 202015  Oil and gas interests

The Group has interests in a number of joint arrangements which are classified as joint operations. The Group financial 
statements include a proportional share of the oil and gas interests’ assets, liabilities, revenue and expenses with items of a 
similar nature on a line by line basis, from the date that joint control commences until the date that joint control ceases.

The Group held the following oil and gas production, exploration, evaluation and appraisal interests at the end of the year.

Name

Type

Country

2020

2019

Ownership

NEW ZEALAND OIL & GAS

PML 38146 – Kupe

PEP 52717 – Clipper

PEP 55794 - Toroa

Palmerah Baru PSC (i)

Bohorok PSC (ii)

WA-359-P

Kisaran PSC (iii)

CUE ENERGY RESOURCES *

WA-359-P

WA-389-P

WA-409-P

Mahakam Hilir PSC

PMP 38160 – Maari

Sampang PSC

Mahato PSC

Mining Licence

Exploration Permit

Exploration Permit

New Zealand

New Zealand

4.0%

50.0%

4.0%

50.0%

New Zealand

100.0%

100.0%

Production Sharing Contract

Indonesia

Production Sharing Contract

Indonesia

Exploration Permit

Australia

Production Sharing Contract

Indonesia

0.0%

25.0%

15.0%

0.0%

36.0%

25.0%

15.0%

22.5%

Exploration Permit

Exploration Permit

Exploration Permit

Australia

Australia

Australia

21.5%

21.5%

100.0%

100.0%

20.0%

20.0%

Production Sharing Contract

Indonesia

100.0%

100.0%

Mining Permit

New Zealand

Production Sharing Contract

Indonesia

Production Sharing Contract

Indonesia

5.0%

15.0%

12.5%

5.0%

15.0%

12.5%

(i) 

(ii) 

 On 12 December 2018 an agreement was signed to sell the entity which held the Palmerah Baru PSC to Bow Energy Limited replacing a prior 
agreement of 23 April 2018. The sale was completed on 17 April 2020.

 On 12 December 2018 an option agreement was signed to sell the Group's interest in the Bohorok PSC to Bukit Energy Bohorok Pte Ltd 
(an entity now owned by Bow Energy).

(iii) 

 On 18 March 2019 an option agreement was signed which in effect relinquished control of the interests in the Kisaran PSC to Pacific Oil & Gas 
(Kisaran) Limited. The sale was completed on 24 April 2020.

*  

represents the percentage interest held by Cue Energy Resources Limited. The Group interest is 50.04% (2019: 50.04%) of the Cue interest.

100

Notes to Financial StatementsNew Zealand Oil & Gas Annual Report 202016  Exploration and evaluation

The Group uses the successful efforts method of 
accounting for oil and gas exploration costs. All general 
exploration and evaluation costs are expensed as 
incurred except the direct costs of acquiring the rights 
to explore, drilling exploratory wells and evaluating the 
results of drilling. These direct costs are capitalised 
as exploration and evaluation assets pending the 
determination of the success of the well. If a well does not 
result in a successful discovery, the previously capitalised 
costs are immediately expensed.

Key judgement: recoverability of exploration 
and evaluation assets

Assessment of the recoverability of capitalised 
exploration and evaluation expenditure requires certain 
estimates and assumptions to be made as to future 
events and circumstances, particularly in relation to 
whether economic quantities of reserves have been 
discovered. Therefore, such estimates and assumptions 
may change as new information becomes available. If 
it is concluded that the carrying value of an exploration 
and evaluation asset is unlikely to be recovered by future 
development or sale, the relevant amount will then be 
expensed in the profit and loss.

Capitalised exploration and evaluation assets, 
including expenditure to acquire mineral interests 
in oil and gas properties, related to wells that find 
proven reserves are classified as development assets 
within oil and gas assets at the time of sanctioning the 
development project.

$000

Opening balance

Impairment of exploration asset

Capitalised exploration costs

Revaluation of foreign currency 
exploration and evaluation assets

Total exploration and evaluation 
assets at end of year

2020

3,646

-

2,820

2019

7,243

(7,202)

3,646

83

(41)

6,549

3,646

Two exploration wells have been drilled in the Mahato PSC. 
The operator, Texcal, and other joint venture parties are 
claiming to have excluded Cue from participation in these 
operations. These claims are disputed by Cue as having 
no basis under the Joint Operating Agreement (JOA). Cue 
continues to assert all its legal rights under the JOA and is 
currently evaluating its available options.

On 16 April 2020, the Indonesia regulator, SKKMigas made 
a public announcement of a 61.8 million OOIP (original oil 
in place) barrel oil discovery in the Mahato PSC.

The plan of development (POD) for the Paus Biru 
discovery was approved on the 30 July 2020. Nothing 
has come to the attention of the Group to indicate future 
economic benefits will not be achieved.

101

New Zealand Oil & Gas Annual Report 202017  Oil and gas assets

Development

Development assets include construction, installation 
and completion of infrastructure facilities such as 
pipelines and development wells. No amortisation is 
provided in respect of development assets until they are 
reclassified as production assets.

Production assets

Production assets capitalised represent the 
accumulation of all development expenditure incurred 
by the Group in relation to areas of interest in which 
petroleum production has commenced. Expenditure on 
production areas of interest and any future estimated 
expenditure necessary to develop proven and probable 
reserves are amortised using the units of production 
method or on a basis consistent with the recognition 
of revenue.

Subsequent costs

Subsequent costs are included in the assets carrying 
amount or recognised as a separate asset, as 
appropriate, only when it is probable that future economic 
benefits associated with the asset will flow to the Group 
and the cost of the item can be measured reliably. 
All other repairs and maintenance are expensed in the 
income statement during the financial period in which 
they are incurred.

Impairment

The carrying value is assessed for impairment each 
reporting date. An impairment loss is recognised if the 
carrying amount of an asset or its cash generating unit 
exceeds its recoverable amount. A cash generating unit is 
the smallest identifiable asset group that generates cash 
flows that are largely independent from other assets and 
groups. Impairment losses are recognised in the profit or 
loss and in respect of cash generating units are allocated 
first to reduce the carrying amount of any goodwill 
allocated to the units and then to reduce the carrying 
amount of the other assets in the unit (group of units) on 
a pro rata basis.

The recoverable amount of an asset or cash generating 
unit is the greater of its value in use and its fair value less 
costs to sell. In assessing value in use, the estimated 
future cash flows are discounted to their present value 
using a post-tax discount rate that reflects current 
market assessments of the time value of money and the 
risks specific to the asset.

Impairment losses recognised in prior periods are 
reassessed at each reporting date and the loss is 
reversed if there has been a change in the estimates used 
to determine the recoverable amount. An impairment 
loss is reversed only to the extent that the asset’s 
carrying amount does not exceed the carrying amount 
that would have been determined, net of depreciation 
or amortisation, if no impairment loss had been 
recognised previously.

$000

Opening balance

Expenditure capitalised

Impairment

Amortisation for the period

Revaluation of foreign 
currency oil and gas assets

Rehabilitation provision

Total oil and gas assets 
at end of year

2020

58,609

2,760

(2,856)

(7,956)

1,391

289

2019*

64,836

1,695

-

(8,384)

(1,245)

1,707

52,237

58,609

* Comparative numbers have been restated. Refer to Note 4.

At 30 June 2020 the Group assessed each asset to 
determine whether an indicator of impairment existed. 
Indicators of impairment include changes in future selling 
prices, future costs and reserves. It was determined that 
price indicators existed due to a drop in oil prices as a 
result of COVID-19.

Estimates of recoverable amounts are based on the 
assets’ value-in-use, determined by discounting each 
asset’s estimated future cash flows at asset specific 
discount rates. The discount rate applied was 10%. The 
oil price assumptions used were based on forward prices, 
rising to consensus mean after 4 years.

The recoverable amounts of the Maari cash generating 
unit were formally reassessed and an impairment of the 
Maari oil field development in New Zealand of $2.9 million 
was recognised. This is primarily as a result of reduced oil 
prices (refer to note 2).

102

Notes to Financial StatementsNew Zealand Oil & Gas Annual Report 202018  Other financial assets

19  Payables

During the 2020 financial year, the Group reviewed the 
contractual agreement and concluded that a prior year 
restatement is required to gross up the funded portion 
of the rehabilitation provision, as Cue Sampang retains 
the obligation to fully fund its share of the rehabilitation. 
As such, the Group retrospectively recognised another 
financial asset of $5.3 million as at 30 June 2019 (refer to 
note 4), with a corresponding adjustment required to the 
rehabilitation provision.

$000

Trade payables

Royalties payable

Share of oil and gas 
interests’ payable

Other payables

Total payables at end of year

2020

1,451

703

2,577

736

5,467

2019

1,573

909

2,568

925

5,975

Cue Sampang contributed a further $0.5 million to the 
ASR fund during the year ended 30 June 2020.

Payables denominated 
by currency $000

Base 
Currency

NZD 
Equivalent

2020

NZ dollar

US dollar

AU dollar

ID rupiah

Total payables at end of year

2019

NZ dollar

US dollar

AU dollar

ID rupiah

Total payables at end of year

3,594

916

394

271,452

3,594

1,421

423

29

5,467

4,627

4,627

695

346

100,035

977

361

10

5,975

Other financial assets are initially measured at fair value. 
Transaction costs are included as part of the initial 
measurement, except for financial assets which are 
measured at fair value through profit or loss. Such assets 
are subsequently measured at amortised cost.

Financial assets are derecognised when the rights to 
receive cash flows have expired or have been transferred 
and the consolidated entity has transferred substantially 
all the risks and rewards of ownership. When there is 
no reasonable expectation of recovering part or all of a 
financial asset, it's carrying value is written off.

$000

Opening balance

Security deposits

Abandonment and Site 
Restoration Fund - Cue 
Sampang rehabilitation

Total other financial 
assets at end of year

2020

5,526

10

2019*

5,146

9

587

371

6,123

5,526

* Comparative numbers have been restated. Refer to Note 4.

103

New Zealand Oil & Gas Annual Report 202020  Rehabilitation Provision

21  Share capital

Provisions for rehabilitation have been recognised where 
the Group has an obligation, as a result of its operating 
activities, to restore certain sites to their original 
condition. There is uncertainty in estimating the timing 
and amount of the future expenditure. The provision is 
estimated based on the present value of the expected 
expenditure. The discount rate used is the risk-free 
interest rate obtained from the country related to the 
currency of the expected expenditure. In the current 
year, the discount rate used to determine the provision 
was 0.92%. The initial provision and subsequent 
re-measurement are recognised as part of the cost of the 
related asset. The unwind of the discount is recognised in 
finance costs in profit or loss.

$000

2020

2019*

Carrying amount at start of year

26,449

23,760

(Reduction)/addition in 
provision recognised

Unwind of discount on provision

Revaluation of foreign currency 
rehabilitation provision

Total rehabilitation 
provision at end of year

(25)

414

2,362

415

1,071

(88)

27,909

26,449

* Comparative numbers have been restated. Refer to Note 4.

Number 
of shares 
000s

$000

Balance at 1 July 2018

167,849

211,917

Shares issued during the year

Partly paid ESOP shares exercised

Partly paid ESOP shares expired

10

(10)

-

8

-

(17)

Balance at 30 June 2019

167,849

211,908

Partly paid ESOP shares expired

-

(7)

Balance at 30 June 2020

167,849

211,901

Composed of:

  Fully paid shares

   Partly paid shares

164,431

211,891

3,418

10

Balance at 30 June 2020

167,849

211,901

The Group retains 2.4 million of unallocated partly paid 
shares that have not yet been cancelled. During the year 
$7,000 of partly paid shares expired (2019: $17,000).

Partly paid shares are entitled to a vote in proportion to 
the amount paid up. Information relating to the ESOP, 
including details of shares issued under the scheme, is 
set out in note 26.

All fully paid shares have equal voting rights and share 
equally in dividends and equity.

104

Notes to Financial StatementsNew Zealand Oil & Gas Annual Report 202022  Reserves

a)  Reserves

$000

Share based payments reserve

Foreign currency 
translation reserve

Total reserves at end of year

  Movements:

$000

SHARE-BASED 
PAYMENTS RESERVE

Opening balance at 1 July

Share based payment 
expense for the year

Exercised and expired 
ESOP awards

Closing balance at end of year

FOREIGN CURRENCY 
TRANSLATION RESERVE

23  Loss per share

Loss attributable to 
shareholders ($000)

Weighted average number 
of ordinary shares (000)

2020

2019

(1,382)

(7,479)

167,849

167,849

Basic loss per share (cents)

(0.8)

(4.5)

Options over ordinary shares (000)

2,832

Diluted loss per share 
and options (cents)

(0.8)

-

-

24  Financial risk management

Exposure to credit, interest rate, foreign currency, equity 
price, commodity price and liquidity risk arises in the 
normal course of the Group’s business.

a)  Market risk

i)   

 Foreign exchange risk

2020

419

3,692

4,111

2019

83

2,377

2,460

2020

2019

83

344

(8)

419

147

18

(82)

83

Opening balance at 1 July

2,377

7,414

Impact on foreign currency 
translation reserve of disposals

Other foreign currency 
translation differences 
for the year

Closing balance at end of year

-

(2,905)

1,315

3,692

(2.132)

2,377

b)  Nature and purpose of reserves

 Foreign currency translation reserve

 Exchange differences arising on translation of 
companies within the Group with a different functional 
currency to the Group are taken to the foreign currency 
translation reserve. The reserve is recognised in other 
comprehensive income when the net investment is 
disposed of.

 The Group is exposed to foreign currency risk on 
cash and cash equivalents, oil sales, recoverable 
value of oil and gas assets and capital 
commitments that are denominated in foreign 
currencies. The Group manages its foreign 
currency risk by monitoring its foreign currency 
cash balances and future foreign currency cash 
requirements. The Group may enter into foreign 
currency hedge transactions in circumstances 
where the risk-adjusted returns to shareholders 
are enhanced as a consequence.

ii)  

 Commodity price risk

 Commodity price risk is the risk that the Group’s 
sales revenue and recoverable value of oil and 
gas assets will be impacted by fluctuations in 
world commodity prices. The Group is exposed 
to commodity prices through its petroleum 
interests. The Group may enter into oil price 
hedge transactions in circumstances where 
the risk-adjusted returns to shareholders are 
enhanced as a consequence. The Group had no 
call option contracts at 30 June 2020 (2019: nil).

iii) 

 Concentrations of interest rate exposure

 The Group has no external bank debt and 
therefore its main interest rate risk arises from 
short-term deposits held.

105

New Zealand Oil & Gas Annual Report 2020 
 
 
 
 
 
 
 
 
 
 
 
 
 
24  Financial risk management (continued)

b)   Credit risk

 Credit risk refers to the risk that a counterparty will 
default on its contractual obligations resulting in 
financial loss to the Group. The Group has adopted a 
policy of only dealing with credit worthy counterparties 
and obtaining sufficient collateral where appropriate 
as a means of minimising the risk of financial defaults. 
Financial instruments which potentially subject the 
Group to credit risk consist primarily of securities 
and short-term cash deposits, trade receivables and 
short-term funding arrangements. The credit risk on 
liquid funds is limited because the counterparties are 
banks with high credit ratings, with funds required to 
be invested with a range of separate counterparties. 
The Group’s maximum exposure to credit risk for trade 
and other receivables is its carrying value.

 The Group may be exposed to financial risk if one 
or more of their joint venture partners is unable to 
meet their obligation in relation to the rehabilitation 
costs for jointly owned oil and gas assets. Under the 
joint venture operating agreement if one or more 

partners fails to meet their financial obligation, the 
other partners may become proportionately liable 
for their share of the financial obligations but would 
have contractual rights of recovery against the 
defaulting party.

 As disclosed in note 4, the Group retrospectively 
recognised an other financial asset of $5.5 million 
as at 30 June 2019 for the funded portion of the 
rehabilitation provision. Cue Sampang contributed 
a further $0.5 million to the restoration fund during 
the year ended 30 June 2020. The Group assessed 
the credit risk as low, given the funds are held in 
an Indonesian state owned bank account, jointly 
controlled by the Indonesian government and its 
agency, SSKMigas.

c)   Liquidity risk

 Liquidity risk represents the Group’s ability to meet 
its contractual obligations. The Group evaluates its 
liquidity requirements on an ongoing basis. In general, 
the Group generates sufficient cash flows from its 
operating activities to meet its obligations arising 
from its financial liabilities and has liquid funds to 
cover potential shortfalls.

The following table sets out the contractual cash flows for all non-derivative financial liabilities and for derivatives 
that are settled on a gross cash flow basis:

$000

30 JUNE 2020

Payables

Total non-derivative liabilities

30 JUNE 2019

Payables

Total non-derivative liabilities

6 months 
or less

6–12 
months

1–2 years

2–5 years

More than 
5 years

Contractual 
cash flows

5,467

5,467

5,975

5,975

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

5,467

5,467

5,975

5,975

At 30 June 2020 the Group had no derivatives to settle (2019: nil).

106

Notes to Financial StatementsNew Zealand Oil & Gas Annual Report 2020  
 
 
 
24  Financial risk management (continued)

f)   Recognised assets and liabilities

 The fair value of financial assets and financial liabilities 
must be estimated for recognition and measurement 
for disclosure purposes.

g)   Financial instruments by category

$000

ASSETS

Cash and cash equivalents

Funds held in escrow

Trade and other receivables

LIABILITIES

Payables

2020 
Carrying 
value

2019 
Carrying 
value

97,904

12,850

6,242

93,540

12,046

7,871

116,996

113,457

5,467

5,467

5,975

5,975

 The fair value and amortised cost of financial 
instruments is equivalent to their carrying value.

d)  Capital management

 The Group manages its capital through the use of cash 
flow and corporate forecasting models to determine 
its future capital requirements and maintains a flexible 
capital structure which allows access to debt and 
equity markets to draw upon and repay capital as 
required. In July 2009 the Group established a Dividend 
Reinvestment Plan which applies to dividends declared 
after 29 July 2009. The Group has an adequate capital 
base and significant cash reserves.

e)  Sensitivity analysis

 The Group’s reporting result at the end of each year is 
sensitive to financial risks from fluctuations in interest 
rates, commodity prices and foreign currency exchange 
rates. The sensitivity table below shows the impact of 
exchange rate changes on current assets and liabilities 
and the impact of interest rate changes on current 
cash balances.

Risk area

Sensitivity

2020

2019

Impact on Group 
profit before tax

Exchange 
rate

Exchange 
rate

Impact on 
foreign currency 
translation 
reserves in 
equity

+5% (2.2)

(2.1)

-5%

2.5

2.4

+5% (1.6)

(1.5)

-5%

1.8

1.7

Impact on 
interest income

Interest 
rate

+1%

0.5

0.5

-1% (0.5)

(0.5)

107

New Zealand Oil & Gas Annual Report 2020 
 
 
 
25  Related party transactions

26  Share-based payments

Related parties of the Group include those entities 
identified in notes 14 and 15 as subsidiaries and oil and 
gas interests. All transactions and outstanding balances 
with these related parties are in the ordinary course of 
business on normal trading terms.

On 23 May 2019 New Zealand Oil & Gas Limited farmed 
into the WA-359-P permit forming a joint venture with 
Cue, BP and Beach. Transactions related to Cue have been 
eliminated from the Group financial statements.

During the year certain activities were undertaken 
between the Group and OGOG. The inter-group services 
agreement, which was entered into on 21 June 2019, 
allows the Group to provide technical services and related 
activities to OGOG. For the year ended 30 June 2020 $0.9 
million (30 June 2019: $0.03 million) of income has been 
included in the profit and loss.

A number of directors are also directors of other 
companies and any transactions undertaken with 
these entities have been entered into as part of the 
ordinary business of the Group. Directors' fees are 
disclosed in note 8. No directors' fees are charged for 
the three representatives of OGOG who are directors of 
the Group. During the year additional fees were paid to 
the independent directors in relation to the scheme of 
arrangement. Directors' expenses are reimbursed and are 
not separately disclosed as they are not material.

Key management personnel have been defined as the 
directors, the chief executive and the executive team 
for the Group. Key Cue management personnel have 
been included.

$000

Short term employee benefits

Share based payments

Post employment benefits

2020

3,384

142

113

2019

3,438

11

123

Total related party transactions

3,639

3,572

Accounting policy

Share-base payments are equity or cash settlements to 
employees in exchange for services. Equity transactions 
are settled in shares or options over shares. Cash 
settlements are determined by the share price.

The cost of equity settled transactions are measured 
at fair value on grant date. Fair value is independently 
determined using either the binomial or Black- Scholes 
option pricing model that takes into account the exercise 
price, the term of the option, the impact of dilution, the 
share price at grant date and expected price volatility of 
the underlying share, the expected dividend yield and the 
risk free interest rate for the term of the option, together 
with non-vesting conditions that do not determine 
whether the consolidated entity received the services 
that entitle the employees to receive payment no account 
is taken of any other vesting conditions.

Market conditions are taken into consideration in 
determining fair value. Therefore any awards subject to 
market conditions are considered to vest irrespective 
of whether or not that market condition has been met, 
provided all other conditions are satisfied.

Equity transactions are recognised as an expense with 
the corresponding increase in equity over the vesting 
period. The cumulative charge to a profit or loss is 
calculated based on the grant date fair value of the award, 
the best estimate of the number of awards that are likely 
to vest and the expired portion of the vesting period.

If the non-vesting condition is within the control of the 
consolidated entity or employee the failure to satisfy the 
condition is treated as a cancellation. If the condition 
is not within the control of the consolidated entity or 
employee as is not satisfied during the vesting period, 
any remaining expense for the award is recognised 
over the remaining vesting period, unless the award is 
forfeited. Cancellations are accounted for on the date of 
cancellation, as if it had vested.

108

Notes to Financial StatementsNew Zealand Oil & Gas Annual Report 202026  Share-based payments (continued)

a)   New Zealand Oil & Gas Share Option Scheme

The Company has the following share based 
payment schemes:

a)   New Zealand Oil & Gas Share Option Scheme - 

established 19 March 2020.

b)   Cue Energy Share Option Scheme - 

established July 2019.

c)   Employee Share Option Plan (ESOP) - this scheme 

was terminated in 2017, however there is one tranche 
remaining which expires in 2022.

 On 19 March 2020, the Group issued 2,832,048 
unlisted options to eligible New Zealand Oil & Gas 
Limited employees under the share option scheme. 
The options are exercisable at $0.61 (61 cents) per 
option, will vest on 1 July 2022 and expire on 1 July 
2025. The exercise price was determined by adding 
a 20% premium to the average market price on the 
date of the offer (being the volume weighted average 
market price over the previous 10 business days) 
at 30 June 2019.

 The service commencement date of these options was 
deemed to be 1 July 2019. The options were valued 
using Black-Scholes option pricing model, $0.2 million 
of share-based payment expense was recorded in 
relation to these options for the financial year ending 
30 June 2020.

 Set out below are summaries of options granted under the plan:

Grant date

Expiry date

Exercise 
price

Balance at the 
start of the year

Granted

Exercised

Expired/ 
forfeited/ other

Balance at the 
end of the year

19/03/2020

1/07/2025

$0.61

Weighted average exercise price

-

-

-

2,832,048

2,832,048

$0.61

-

-

-

-

-

-

2,832,048

2,832,048

$0.61

 For the options granted during the current financial year, the valuation model inputs used to determine the fair value at 
the grant date, are as follows:

Grant date

Expiry date

Share price at 
grant date

19/03/2020

1/07/2025

$0.48

Exercise 
price

$0.61

Expected 
volatility

30%

Dividend yield

Risk-free 
interest rate

Fair value at 
grant date

0%

0.69%

$0.11

109

New Zealand Oil & Gas Annual Report 2020 
 
 
 
26  Share-based payments (continued)

b)   Cue Energy Share Option Scheme - shown in AU dollars

 8,131,186 options were granted during the financial year to 30 June 2020 (2019:nil).

 On 29 July 2019, Cue issued 4,277,888 unlisted options to eligible employees under the share option scheme. 
The options are exercisable at $0.07 (7 cents) per option, will vest on 1 July 2021 and expire on 1 July 2023. The service 
commencement date of these options was deemed to be 1 July 2018. The options were valued using Black-Scholes 
option pricing model. $34,255 of share-based payment expense was recorded in relation to these options for the financial 
year ending 30 June 2020.

 On 4 October 2019, Cue issued 3,853,298 unlisted options to eligible employees under the share option scheme. The 
options are exercisable at $0.09 (9 cents) per option, and will vest on 1 July 2022 and expire on 1 July 2024. The options 
were valued using Black-Scholes option pricing model. $0.1 million of share-based payment expense was recorded in 
relation to these options for the financial year ending 30 June 2020.

 Set out below are summaries of options granted under the plan:

Grant date

Expiry date

2020

29/07/2019

1/07/2023

4/10/2019

1/07/2024

Exercise 
price

Balance at the 
start of the year

Granted

Expired/ 
forfeited/ other

Balance at the 
end of the year

$0.070

$0.090

4,277,888

-

(493,863)

3,784,025

-

3,853,298

-

3,853,298

4,277,888

3,853,298

(493,863)

7,637,323

Weighted average exercise price

$0.07

$0.09

$0.07

$0.08

2019

29/07/2019

1/07/2023

$0.070

Weighted average exercise price

-

-

4,277,888

4,277,888

$0.00

$0.07

-

-

-

4,277,888

4,277,888

$0.07

 For the options granted during the current financial year, the valuation model inputs used to determine the fair value at 
the grant date, are as follows:

Grant date

Expiry date

29/07/2019

1/07/2023

4/10/2019

1/07/2024

Share price at 
grant date

$0.092

$0.115

Exercise 
price

$0.070

$0.090

Expected 
volatility

55.00%

53.00%

Dividend yield

Risk-free 
interest rate

Fair value at 
grant date

0%

0%

0.99%

0.64%

$0.040

$0.059

110

Notes to Financial StatementsNew Zealand Oil & Gas Annual Report 2020 
 
 
 
 
26  Share-based payments (continued)

c)   Employee Share Option Plan (ESOP)

 The Employee Share Option Plan (ESOP) was 
terminated in 2017, of which there is one remaining 
shareholder. No allocations of new ESOP shares 
were made in the financial year ending 30 June 
2020 (2019: nil). The details below relate to the old 
scheme which will end as final dates are reached 
and shares expire.

 The Group's ESOP was open to nominated employees. 
Under the plan there are currently 3.4 million (2019: 
3.4 million) partly paid shares for which employees 
have paid $0.01 per share. After 2 years, and under 
certain conditions, the employee has the option to 
fully pay for the shares. This option lasts for 3 years. 
The cost of the ESOP to the Group is calculated using 
the Black Scholes option pricing model. As there 
was no new allocation of ESOP shares during the 
year, no new valuation took place and nothing was 
expensed through the Consolidated Statement 
of Comprehensive Income (2019: $0.02 million). 
No shares were exercised in the year ending June 2020 
(2019: 0.01 million) and no expired/forfeited shares 
were converted to ordinary shares and sold (2019: nil).

 Participation in the ESOP was open to any employee 
(including a non-executive director) of the Group 
to whom an offer to participate was made by the 
Nomination and Remuneration Committee. The 
Nomination and Remuneration Committee, in its 
discretion, was responsible for determining which 
employees were to be offered the right to participate 
in the ESOP, and the number of partly paid shares 
that could be offered to each participating employee. 
Under the ESOP partly paid shares were issued on the 
following terms:

 Restriction periods - each partly paid share was 
issued on terms that require an escrow period to 
pass before the holder can complete payment for, 
and thereafter transfer, the shares. This was usually 
2 years. There was also a date 5 years after the offer 
date by which the issue price for the shares must be 
paid (this is called the "Final Date").

 Issue price – this was set for each partly paid share at 
the time the offer was made to the participant and was 
the lesser of:

 i) 

ii) 

 20% premium to the average market price on 
the date of the offer (being the volume weighted 
average market price over the previous 20 
business days); and

 The last sale price of the Group's ordinary shares 
on the business day prior to the Final Date (or 
such greater amount that represents 90% of the 
weighted average price of the Group's ordinary 
shares over the 20 Business Days prior to the 
Final Date).

 The pricing model ensures that the participant 
does not receive a share at a discount to market 
price at the time the final payment is made but 
does provide some protection if the market price 
reduces after the original offer date.

 Rights - the rights attached to partly paid shares 
issued under the ESOP are the same as those attached 
to ordinary shares in the Group. The partly paid shares 
rank equally with the ordinary shares in the Group. 
However, the rights of each partly paid share to vote 
on a poll, and to dividends or other distributions of 
the Group, are a fraction, equal to the proportion 
represented by the amount paid up in respect of the 
share as against the issue price set under the ESOP.

 The fair value of partly paid shares issued to 
employees is recognised as an employee expense, with 
a corresponding increase in equity over the period in 
which the employees become unconditionally entitled 
to the partly paid shares. The amount recognised as 
an expense is adjusted to reflect the actual number of 
partly paid shares that vest.

 There is one remaining tranche of awards with a final 
date of August 2022. There remains 1 million partly 
paid shares with a weighted average exercise price of 
$0.74 and 2.4 million unallocated partly paid shares.

111

New Zealand Oil & Gas Annual Report 2020 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
27   Commitments and contingent assets 

28  Events occuring after balance date

and liabilities

a)   Exploration expenditure commitments

 In order to maintain the various permits in which the 
Group is involved the Group has ongoing operational 
expenditure as part of its normal operations. The 
actual costs will be dependent on a number of factors 
such as joint venture decisions including final scope 
and timing of operations.

 Commitments relating to Australian permit WA-359-P, 
which contains the Ironbark prospect, consist of 
$19.8 million from NZO and $28.3 million from Cue. 
Of Cue's commitment, approximately $16.4 million 
will be funded by a free carry arrangement, including 
$3.7 million from NZO. The remaining $11.9 million will 
be funded from Cue's cash reserves which have been 
escrowed for this purpose. The commitments are 
reduced by amounts paid to date.

b)   Contingent assets and liabilities

 The Directors are not aware of any contingent assets 
or contingent liabilities as at 30 June 2020.

On 17 July 2020, Cue announced that the Environment 
Plan (EP) for the Ironbark-1 exploration well in 
exploration permit WA-359- P had been approved by the 
National Offshore Petroleum Safety and Environment 
Management Authority (NOPSEMA).

On 17 August 2020,the Group announced an upgrade to 
its developed reserves in the Kupe gas and light oil field 
off Taranaki, New Zealand. Following a review by the joint 
venture partners, the Groups’ share of total reserves 
have increased.

On 19 August 2020, Cue announced the Indonesian 
Government approval of the Paus Biru gas field Plan of 
Development in the Sampang PSC and an independent 
certification of the contingent resources in the field.

No other events have occurred after balance date.

112

Notes to Financial StatementsNew Zealand Oil & Gas Annual Report 2020 
 
 
Independent 
Auditor’s Report

To the shareholders of New Zealand Oil and Gas Limited

Report on the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated 
financial statements of New Zealand Oil & Gas Limited 
(the ’company’) and its subsidiaries (the 'group') 
on pages 84 to 112

i. 

ii. 

 present fairly in all material respects the group’s 
financial position as at 30 June 2020 and its financial 
performance and cash flows for the year ended on 
that date; and

 comply with New Zealand Equivalents to International 
Financial Reporting Standards and International 
Financial Reporting Standards.

We have audited the accompanying consolidated financial 
statements which comprise:

— 

— 

 the consolidated statement of financial position as at 
30 June 2020;

 the consolidated statements of comprehensive 
income, changes in equity and cash flows for the year 
then ended; and

— 

 notes, including a summary of significant accounting 
policies and other explanatory information.

© 2020 KPMG, a New Zealand partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative 
(“KPMG International”), a Swiss entity.

113

New Zealand Oil & Gas Annual Report 2020Independent Auditor's Report

Basis for opinion

Scoping

We conducted our audit in accordance with International 
Standards on Auditing (New Zealand) (‘ISAs (NZ)’). 
We believe that the audit evidence we have obtained 
is sufficient and appropriate to provide a basis for 
our opinion.

The consolidated financial statements include the 
50.04% shareholding in Cue Energy Limited (‘Cue’) and 
its two production assets, Sampang PSC in Indonesia and 
Maari in New Zealand, in addition to the Kupe asset held 
by the parent company.

We are independent of the group in accordance with 
Professional and Ethical Standard 1 (Revised) Code 
of Ethics for Assurance Practitioners issued by the 
New Zealand Auditing and Assurance Standards Board 
and the International Ethics Standards Board for 
Accountants’ Code of Ethics for Professional Accountants 
(‘IESBA Code’), and we have fulfilled our other ethical 
responsibilities in accordance with these requirements 
and the IESBA Code.

Our responsibilities under ISAs (NZ) are further described 
in the auditor’s responsibilities for the audit of the 
consolidated financial statements section of our report.

Our firm has also provided other services to the group in 
relation to tax compliance and advisory services. These 
matters have not impaired our independence as auditor 
of the group. The firm has no other relationship with, or 
interest in, the group.

The scope of our audit is designed to ensure that we 
perform adequate work to be able to give an opinion on 
the consolidated financial statements as a whole, taking 
into account the structure of the group, the financial 
reporting systems, processes and controls, and the 
industry in which it operates.

In establishing the scope of audit work to be performed 
by the component auditor for group consolidation 
purposes, we determined the nature and extent of work 
to be performed would be a full scope audit. We kept 
in regular communication with the component audit 
team throughout the year with discussions and formal 
instructions, including review of their work performed, 
where appropriate. We also ensured that the component 
audit team had the appropriate skills and competencies 
which are needed for the audit.

Materiality

The scope of our audit was influenced by our application 
of materiality. Materiality helped us to determine the 
nature, timing and extent of our audit procedures and to 
evaluate the effect of misstatements, both individually 
and on the consolidated financial statements as a whole. 
The materiality for the consolidated financial statements 
as a whole was set at $1.3 million (2019: $1.3 million) 
determined with reference to a benchmark of group 
total assets.

114

New Zealand Oil & Gas Annual Report 2020Key audit matters

Other information

The Directors, on behalf of the company, are responsible 
for the other information included in the entity’s Annual 
Report. Other information may include the Chairman 
and Chief Executive’s report, production and reserve 
information, corporate governance and statutory 
information. Our opinion on the financial statements does 
not cover any other information and we do not express 
any form of assurance conclusion thereon.

The Annual Report is expected to be made available to 
us after the date of this Independent Auditor's Report. 
Our responsibility is to read the Annual Report when 
it becomes available and consider whether the other 
information it contains is materially inconsistent with 
the financial statements, or our knowledge obtained in 
the audit, or otherwise appear misstated. If so, we are 
required to report such matters to the Directors.

Use of this independent auditor's report

This independent auditor’s report is made solely to 
the shareholders as a body. Our audit work has been 
undertaken so that we might state to the shareholders 
those matters we are required to state to them in 
the independent auditor’s report and for no other 
purpose. To the fullest extent permitted by law, we do 
not accept or assume responsibility to anyone other 
than the shareholders as a body for our audit work, this 
independent auditor’s report, or any of the opinions we 
have formed.

Key audit matters are those matters that, in our 
professional judgement, were of most significance in 
our audit of the consolidated financial statements in 
the current period. We summarise below those matters 
and our key audit procedures to address those matters 
in order that the shareholders as a body may better 
understand the process by which we arrived at our audit 
opinion. Our procedures were undertaken in the context of 
and solely for the purpose of our statutory audit opinion 
on the consolidated financial statements as a whole 
and we do not express discrete opinions on separate 
elements of the consolidated financial statements

The key audit matter

RECOVERABILITY OF OIL 
AND GAS ASSETS

Refer to Note 17 to the 
Financial Report.

The recoverability of oil and gas 
assets is a key audit matter 
due to the judgement involved 
in assessing the recoverable 
value of the oil and gas assets. 
Key judgements include:

—   future oil and gas prices;

—   oil and gas reserves, and 
future production levels;

—   discount rate; and

—   future operating and 

capital costs.

The COVID-19 pandemic has 
led to increased uncertainty 
associated with future oil and 
gas prices, which are inherently 
subjective and inherently 
more uncertain during times 
of economic uncertainty.

How the matter was 
addressed in our audit

The procedures performed to 
assess the reasonableness of 
the recoverable value of the 
oil and gas assets included:

—   comparing future oil price 
assumptions with third 
party forecasts and publicly 
available forward price curves;

—   comparing future gas 
price assumptions to 
either contracted gas or 
third-party forecasts;

—   comparing the production 
profiles and proved and 
probable reserves to third 
party reserve report;

—   challenging the discount 
rate used by engaging 
valuation specialists to 
assess the appropriateness 
of the discount rate 
applied, and comparing to 
market participants and 
industry research; and

—   assessing estimated future 
costs by comparing to 
approved budgets and, where 
applicable, third party data 
and historical trends.

115

New Zealand Oil & Gas Annual Report 2020A further description of our responsibilities for the audit 
of these consolidated financial statements is located at 
the External Reporting Board (XRB) website at:

http://www.xrb.govt.nz/standards-for-assurance-
practitioners/auditors-responsibilities/audit-report-1/

This description forms part of our independent auditor’s 
report.

The engagement partner on the audit resulting in this 
independent auditor's report is Brent Manning. 

For and on behalf of

KPMG 
Wellington 
28 August 2020

Independent Auditor's Report

Responsibilities of the Directors for the 
consolidated financial statements

The Directors, on behalf of the company, are 
responsible for:

— 

— 

— 

 the preparation and fair presentation of the 
consolidated financial statements in accordance 
with generally accepted accounting practice in 
New Zealand (being New Zealand Equivalents to 
International Financial Reporting Standards) and 
International Financial Reporting Standards;

 implementing necessary internal control to enable 
the preparation of a consolidated set of financial 
statements that is fairly presented and free from 
material misstatement, whether due to fraud or 
error; and

 assessing the ability to continue as a going concern. 
This includes disclosing, as applicable, matters 
related to going concern and using the going concern 
basis of accounting unless they either intend to 
liquidate or to cease operations, or have no realistic 
alternative but to do so.

Auditor’s responsibilities for the audit of the 
consolidated financial statements

Our objective is:

— 

 to obtain reasonable assurance about whether the 
consolidated financial statements as a whole are free 
from material misstatement, whether due to fraud or 
error; and

— 

 to issue an independent auditor’s 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 NZ will always detect a material misstatement 
when it exists.

Misstatements can arise from fraud or error. They 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 
consolidated financial statements.

116

New Zealand Oil & Gas Annual Report 2020Corporate 
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Wellington 6011, New Zealand

Telephone 
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Auditors

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PO Box 996 
Wellington, New Zealand

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Auckland 1142 
New Zealand

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117

New Zealand Oil & Gas Annual Report 2020 
 
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Wellington 6011, New Zealand 
+64 4 495 2424

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