Building a better future
through responsible oil
and gas development
Tullow Oil plc 2021 Annual Report and Accounts
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Our purpose
Tullow’s purpose is to build
a better future through
responsible oil and gas
development
Who we are
Tullow Oil is an independent oil and gas exploration
and production company. We have producing assets
in West Africa, with material positions in discovered
resources in Kenya and emerging basins in Latin America.
We are headquartered in London and our shares are
listed on the London, Irish and Ghana stock exchanges.
Tullow also pursues near-field exploration opportunities
in and around its producing and development assets.
UK
Key:
Exploration
Production
Development
Decommissioning
Mauritania
Côte d’Ivoire
Ghana
Gabon
Kenya
Guyana
Argentina
2021 key metrics
Group working interest production
59,200 boepd
2020: 74,900 boepd
Operating cash flow
$711m
2020: $598m
Adjusted EBITDAX
$1.0bn
2020: $0.8bn
Loss after tax
$(81)m
2020: $(1,222)m
Capital investment
$263m
2020: $288m
Net debt
$2.1bn
2020: $2.4bn
Free cash flow
$245m
2020: $432m
Gearing
2.2 times
2020: 3.0 times
Strategic report
2021 key metrics
What we do
Our stakeholders
Our investment case
Our strategy
Chair’s statement
Chief Executive Officer’s statement
Business model
Markets
A balanced scorecard
Operations review
Chief Financial Officer’s statement
Finance review
Sustainability
Governance and risk management
Section 172(1) statement
Viability statement
Non-financial reporting
Corporate governance
Directors’ report
Board of Directors
Stakeholder engagement
Audit Committee report
Nominations Committee report
Safety and Sustainability
Committee report
Remuneration report
Other statutory information
Financial Statements
Statement of Directors’
responsibilities
Independent auditor’s report
to the members of Tullow Oil plc
Group Financial Statements
Company Financial Statements
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28
36
43
48
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52
58
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152
Supplementary information
Alternative performance measures 161
Shareholder information
163
Commercial reserves and contingent
resources summary (unaudited)
working interest basis
164
Tullow Oil plc 2021 Annual Report and Accounts
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STRATEGIC REPORT What we do
Tullow is an exploration and production (E&P) company focused on Africa and South America.
We are a full cycle upstream oil and gas company, operating assets through the lifecycle of
exploration and appraisal, through to the development and production phase to decommissioning
at the end of life. Our business is focused on finding, or acquiring assets to extract, oil and gas
which is then sold in the global commodity market.
By doing the above, Tullow is able to unlock and maximise value from the hydrocarbon resources of its host nations. We are
committed to doing this efficiently and safely, while minimising our environmental impact. Through our work, we also deliver
shared prosperity and value for our investors, host nations and people.
Upstream
Tullow’s activities
Exploration and appraisal
2–5 years
Development
3 years +
Production
25 years +
Identify
Explore
Identify
Develop
Identify
Produce
Exploration is the process of identifying
potential hydrocarbons and involves
acquiring seismic and drilling prospects.
This may be followed by appraisal wells
to better understand the size and
quality of a geological play.
Developments require host Government
approval and need to be commercially,
technically, environmentally and socially
viable. Developments are capital
intensive, requiring spend on new
infrastructure as well as investment in
local jobs and suppliers.
Tullow’s activities:
In addition to selective exploration in
emerging basins, we are focused on
leveraging our geoscience expertise
to enhance the value of our core
assets. This is largely done through
‘Infrastructure-led exploration’, which
involves identifying new resources near
existing infrastructure.
Tullow’s activities:
Our development activities are
focused on preparing capital efficient
development plans that enable the
production of discovered resources. For
Tullow, this primarily relates to Project
Oil Kenya and further developments of
our existing producing fields such as
the Jubilee South East Development.
The extraction and sale of hydrocarbons
can last decades, bringing material
value to host nations through tax and
royalties while providing revenue to the
participating oil and gas companies.
When production ceases, facilities
are decommissioned, and the site is
fully remediated.
Tullow’s activities:
We have a goal to become a leading
West African operator and we are
striving for top quartile operating
performance in terms of safety,
emissions, reliability and costs.
We operate both the Jubilee and
TEN fields in Ghana and work in
partnership with the operators of
our non-operated assets.
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Tullow Oil plc 2021 Annual Report and Accounts
Our investors:
Delivering sustainable
returns on capital
Our host nations:
Creating shared prosperity
Our people:
Providing a great place to
work
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Our stakeholders
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OUR PEO P L E
Our investment case
Responsible, safe and reliable
operations
Engineering and subsurface
technical expertise
Cost focus and capital
discipline
Prudent financial strategy with
revenues protected by hedging
Commitment to Net Zero by
2030 (Scope 1 & 2 net equity
emissions)
Managing our risks
West African
production base
Over 3 billion bbls of oil in place
with <50% produced to date
Unlocking upside value
Realise value from discovered
resources in Kenya, positions in
emerging exploration basins
and M&A
Generate material free
cash flow from production
Plan to reach gearing of 1.5x
net debt: EBITDAX by 2025 at
$65/bbl
Deliver tangible social and
economic benefits to our
host nations
Significantly reduce carbon
emissions from our operations
Create value for our investors,
host nations and people
Commercial
Stakeholder
Climate
See more on page 38 & 39
Financial
See more on page 39
People
See more on page 40
Ethics & Conduct
EHS or security
See more on page 39
Cyber
See more on pages 38, 39 & 40
See more on page 40
See more on page 41
See more on page 41
Tullow Oil plc 2021 Annual Report and Accounts
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Our strategy
A strategy to fulfil our purpose
Over the past year, Tullow has refined its strategy in light of growing
climate pressures, and we believe the oil and gas industry can, and should
be, an engine of development for developing economies, particularly in Africa.
As long as global hydrocarbon demand exists, it is imperative that Africa’s oil
and gas assets are managed responsibly, efficiently and transparently and that
oil and gas production in developing economies creates long-lasting economic
and social benefits. Tullow has a long and strong history in Africa and is well
positioned to continue as a leader in the continent’s oil and gas industry.
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Focus on
oil and gas
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Grow our
business
Focus on
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Our purpose is
to build a better
future through
responsibl oil and
gas developm t
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Achieve
operational
excellence
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Create a
collaborative and
supportive
workplace
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Maintain our
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Be a trusted
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Tullow Oil plc 2021 Annual Report and Accounts
We intend to fulfil our purpose through the following strategy:
1 To produce and develop oil and gas resources in Africa
We believe that reliable and adequate energy supplies are critical for world economic and political stability and that
fossil fuels will remain an integral part of the energy mix for some time. Therefore, oil and gas resources need to be
developed and produced responsibly. Africa continues to suffer from extreme energy poverty and there is a strong
case for a fair transition where African economies have the opportunity (like much of the world until now) to benefit
from the responsible development of their resources.
2 To grow our business through the development of discovered resources, near field exploration and M&A
The Jubilee and TEN fields in Ghana provide a set of highly profitable investment opportunities through a combination
of infill drilling, facilities expansion, production from currently undeveloped parts of the fields and near field exploration.
Tullow’s non-operated production in Gabon and Côte d’Ivoire also provides infrastructure-led (ILX) exploration
opportunities and a number of diverse low-risk investment projects. Tullow will also seek to realise upside through
its discovered resources in Kenya and unlock value from its exploration assets. As many companies allocate capital
away from the upstream business and divest assets, Tullow also has potential to grow its business through acquisitions.
3 To continue to focus on cost management and capital efficiency to deliver a robust balance sheet
We continue to carefully manage our costs and believe that every barrel matters and every dollar counts.
The issuance of $1.8 billion of Senior Secured Notes with a $500 million revolving credit facility in May 2021 has
put Tullow on a much firmer financial footing and the Group now has a pathway to invest in its assets to maximise
their value.
4 To be a competitive operator, renowned for operational excellence, strong safety standards and leading
geoscience expertise
We must achieve low cost and capital efficient operations to produce barrels competitively while ensuring the safety
and wellbeing of our people and minimising our environmental impact. Delivering reliable asset performance is critical
to this, carrying out timely maintenance and having the right processes and people in place to maximise uptime.
5 To be a trusted partner, supporting the economic development of emerging, oil-exporting economies
Tullow’s assets generate material revenues for governments through the production and sale of oil and gas. Our
assets also have the potential to allow us to partner with governments to contribute towards domestic energy needs
and help alleviate energy poverty in Africa. This must be achieved with high standards of compliance, zero tolerance
for corruption and continuous tax transparency to maintain and develop quality relationships with our host
governments.
6 To maintain our social license to operate and ensure continued access to capital through environmental
stewardship and our commitment to shared prosperity
Tullow is committed to developing local content and investing in social projects to improve the everyday life of the
people in our host nations. With a target to achieve Net Zero by 2030 on Scope 1 and 2 net equity emissions and
an emphasis on responsible operations, Tullow will ensure that the oil and gas resources of host countries are
developed efficiently and safely while minimising the environmental impact. Through our work, we will deliver
shared prosperity and create value for our investors, staff, host nations and communities.
7 To create a collaborative, supportive and transparent work environment where our people have a breadth
of opportunities to grow and develop
We are fostering an open team culture, with good engagement from our people. Equality and transparency
are central to the way we operate and to helping us earn the trust of all those with whom we interact. Tullow
is becoming more performance focused, empowering our people to deliver and be valued for their contribution.
We also have a renewed focus on diversity and inclusion, recognising that collectively leveraging our individually
diverse backgrounds and experiences will make us a more successful organisation.
Tullow Oil plc 2021 Annual Report and Accounts
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STRATEGIC REPORT Chair’s statement
Positioned to build a
positive and sustainable
future in Africa
Phuthuma Nhleko joined Tullow in October 2021 as a non-executive Director and became
Chair of the Group in January 2022. Phuthuma brings extensive emerging markets experience
to Tullow having worked successfully across Africa over the past three decades. He discusses
his initial reflections and ambitions for Tullow.
It is an honour to serve as Chair of your Company and I believe
that Tullow has an important and significant role to play in
Africa in developing and producing host nations’ hydrocarbon
resources. I have followed Tullow with much interest since its
inception and I have been particularly impressed with the
successful operational turnaround and transformational
refinancing achieved in 2021. Your Company is now well
positioned for a positive and sustainable future, building on
its strong position and reputation in the African oil and gas
sector. I am privileged to succeed Dorothy Thompson who
ably steered Tullow through some difficult and turbulent
times and Dorothy leaves Tullow with our best wishes and
thanks for a job well done.
A new direction and delivery in 2021
At the Capital Markets Day held in November 2020, Rahul and
the team set out a new direction for Tullow. The long-term
Business Plan focuses our capital principally on the large
resources that underpin our producing assets, while also
seeking to unlock value from our material positions in Kenya
and emerging basins. With a singular focus on costs, the team
is working to deliver high margins and cash flows to fund our
investments and reduce debt. A disciplined approach to
capital allocation is ensuring high returns and rapid paybacks.
Our strong geoscience and subsurface skills are enabling us
to maximise recovery and add additional resources to provide
further value from our producing base.
I am pleased to report that in 2021 the team have made
demonstrable progress in delivering the Corporate Business
Plan. Nearly $1 billion in self-help was delivered through cost
savings and the successful sale of non-core assets. This,
along with the early evidence of operational improvements,
positioned us for a transformational $1.8 billion bond issuance
in May which has provided a pathway for the Company to
invest in its assets to maximise their value. A relentless focus
on operations is delivering strong performance at both FPSOs
in Ghana and successful drilling campaigns in Ghana and Gabon.
Notable production growth came from Jubilee in Ghana and
Simba in Gabon, but production was lower than expected from
TEN and Espoir. At the same time, oil prices have recovered
from historical lows in April 2020, to over $120 per barrel
today. All together, the Group is on a far stronger financial and
operational footing.
“ 2021 has been a transformational
year for the Company and I am
excited to join at this important
stage in its development. With
a stable balance sheet and a
clear strategy underpinned by
a commitment to Net Zero by
2030 and to responsible and
safe operations, Tullow is
well positioned to re-establish
itself as a leader in Africa.”
Phuthuma Nhleko
Chair
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Tullow Oil plc 2021 Annual Report and Accounts
Financial discipline
I have been struck by the team’s commitment to cost
management and capital discipline. There has been a lot of
enthusiasm around Rahul’s encouragement to our staff to
treat every dollar of spend as if it was their own. I am very
supportive of this approach given that Tullow’s debt remains
elevated. Achieving an optimum and sustainable capital
structure and making the balance sheet more robust remains
one of the Board’s top priorities. Furthermore, the now
evident inflationary pressures in the oil services sector
underline the importance of tight cost control.
I look forward to bringing my experience from doing business
in Africa to Tullow and to building relationships with our key
stakeholders across our countries of operation. One of my
key areas of focus will be Ghana, where I hope to positively
contribute to the delivery of the ‘Ghana Value Maximisation
Plan’ and delivering shared prosperity to our host nation.
I am also pleased to note the constructive relationship
between Tullow and the Government of Ghana, even where
we have material differences of opinion in certain areas, and
continued strengthening of our partnership will be one of my
key areas of focus going forward.
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Conclusion and outlook
2021 has been a transformational year for your Company and
I am excited to have joined Tullow at this important stage in its
development. With a stable balance sheet and a clear strategy
underpinned by a commitment to Net Zero by 2030 and to
responsible and safe operations, Tullow is well positioned to
re-establish itself as a leader in Africa. I look forward to
working with Rahul and his team as they grow the business,
deliver Shared Prosperity and create value for our investors,
staff, host nations and communities.
Phuthuma Nhleko
Chair
8 March 2022
Les Wood
As previously announced, Les Wood, Chief Financial Officer, will
step down from the Board and leave Tullow on 31 March 2022,
having been Chief Financial Officer since 2017. Les’s leadership
of the finance team culminated in last year’s comprehensive
debt refinancing. We thank Les for his significant contribution
to Tullow and wish him the best in his future endeavours.
As at the date of this Report, Tullow’s recruitment of a new
CFO and Executive Director to replace Les is ongoing and
the process is expected to conclude shortly. The Nominations
Committee has approved the appointment of Richard Miller,
Group Financial Controller, as interim CFO with effect from
1 April 2022. Richard is a chartered accountant and has
worked in a number of senior roles within Finance since
he joined Tullow in 2011.
Tullow – a leader in Africa
Notwithstanding the ongoing focus on reducing the use of
fossil fuels, the world will consume more energy going
forward and fossil fuels will remain an integral part of the
energy mix for the foreseeable future. There is a need for oil
and gas resources to be developed and produced, but this
has to be done responsibly and with minimal environmental
impact. To this end at Tullow, we have a responsibility to
reduce and, in time, eliminate the emissions under our
control. Our Net Zero commitment underscores the
seriousness of our intent.
Through my extensive experience of heading the MTN
Executive team as we established telecommunication
infrastructure across many African countries, I have
witnessed the positive impact of the oil and gas industry on
economic development. At the same time, Africa continues
to suffer from extreme energy poverty, with a minimal
contribution to global emissions. So, I believe there is a strong
case for an energy transition where African economies have
the opportunity to benefit from the responsible development
of their resources. This was aptly highlighted by HE Nana
Akufo-Addo, the President of Ghana, in his speech at COP26
in Glasgow, when he said: “We believe that a balance must
be struck and maintained between our social, economic
and environmental imperatives”.
Today, Tullow is uniquely placed to be a leader in Africa
and deliver the balance that was highlighted by President
Akufo-Addo. As many companies look to exit or reduce their
exposure to Africa, we have renewed our commitment to the
continent and are seeking to grow. Through the safe and
efficient delivery of our business plan, we will bring shared
prosperity to our host nations and communities, while
reducing our environmental impact.
Tullow Oil plc 2021 Annual Report and Accounts
7
Chief Executive Officer’s statement
A year of progress,
delivery and operational
improvement
In 2021, Tullow underwent further transformation under the lead of Rahul Dhir,
Chief Executive Officer. Rahul outlines the progress Tullow has made and how the Group
is well positioned to reach its full potential.
I am delighted to welcome Phuthuma Nhleko as our new
Chairman. Phuthuma is a widely acclaimed business leader
with a deep understanding of doing business in Africa, having
contributed to building a successful and truly pan-African
business. He also brings experience from listed companies
across international markets, including the UK and Africa.
As at the date of this Report, our recruitment process of a
new CFO and Executive Director is ongoing and the process
is expected to conclude shortly.
I look forward to working closely with both Phuthuma and our
new CFO when appointed as we re-establish Tullow as the
leading oil and gas company in Africa.
Our performance in 2021
As ever, my first priority is the health and safety of our staff and
everyone who is associated with our operations. There has been
a marked improvement in our EHS performance relative to
last year, despite increased activity levels. This has been achieved
through the implementation of a safety improvement plan,
active leadership interventions and a good reporting culture.
Unsurprisingly, COVID-19 mitigation remained top of mind
across our entire business. We experienced a small number
of positive COVID-19 cases offshore and took rapid and
decisive action, including temporarily reducing manning.
Consequently, there was no impact on safe production
operations and the potential for contagion was contained.
100% of our core crew in Ghana are now vaccinated.
The successful refinancing of our debt was the highlight of the
first half of the year. Substantial self-help in the form of cost
reductions and asset sales, strong operational performance,
and improved market conditions allowed us to address our
near-term debt maturities. The longer maturities of our
current debt provide the financial headroom and afford us
time to invest in our assets and deliver production and value.
This was a transformational transaction. I am indebted to all
those in the Company who worked on the project and our
external advisers for successfully executing this transaction.
Our improved financial situation has been further enhanced by
our operational performance and I am very pleased to report
that Tullow performed well in 2021 with improvements in
FPSO uptime, gas offtake and water injection. This strong
operational performance was also reflected in our drilling
programme that saw Tullow successfully drill and complete
four wells (three at Jubilee; one at TEN) in 2021 and allowed
us to achieve notable production growth at Jubilee where
“ We believe that oil and gas
production can, and should
be, a driver of long-lasting
economic and social change
in developing economies.”
Rahul Dhir
Chief Executive Officer
This has been a year of profound change and transformation
for Tullow. I am very proud of the progress achieved in the
midst of existential challenges facing our industry and the
COVID-19 pandemic. We began the year in refinancing talks
with our lending banks and bond holders and had reached a
firm financial footing by year end. The delivery of our long-term
Business Plan is progressing well, and our performance is at
the upper end of expectations with significant improvements
in safety, operating efficiency and drilling performance.
Board changes
Tullow’s transformation owes much to two colleagues who
are leaving Tullow. Dorothy Thompson, who very ably led
Tullow through the end of 2019 as non-Executive Chair and
until 8 September 2020 as Executive Chair, stepped down
from the Board on 31 December 2021. Les Wood, our
Chief Financial Officer, who has delivered Tullow’s financial
strategy during this critical time, will step down on
31 March 2022. I am deeply grateful to both Dorothy and
Les for their tremendous contribution to Tullow and for
their support to me in my first 18 months as CEO. Please
join me in wishing them well for the future.
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Tullow Oil plc 2021 Annual Report and Accounts
average daily production grew from c.70,000 bopd at the
beginning of 2021 to c.90,000 bopd by the end of the year.
This production growth was partially offset by lower than
expected production at TEN following higher production
decline rates than expected at some wells.
The drilling programme in Ghana is at the core of our strategy
and underpins the Ghana Value Maximisation Plan. The early
success of this plan validates our thesis that we can deliver
production growth and value through a well-crafted capital
investment programme. Because of this success, we are
engaging with our partners in Ghana and considering whether
to hire a second rig for use in Ghana in early 2023. We are also
in the process of increasing our equity interests in both the
Jubilee and TEN fields following the exercise of our right of
pre-emption related to the sale of Occidental Petroleum’s
interests in Ghana to Kosmos Energy. These initiatives align
well with our evolving drilling plans for 2022–25 which are
focused on the eastern flank of the Jubilee field and the
Greater Ntomme and Tweneboa areas at TEN.
In Gabon, we continue to deliver stable production.
Our operational and subsurface teams have worked closely
with our partners to identify surrounding near-field prospects
that can sustain and increase production. The Simba expansion
project was accelerated into 2021 and the Sim-03 well was
completed in September. Consequently, production from
Simba is expected to be 40% higher year-on-year.
We reoriented our exploration effort to enhance value in
our core areas. Consequently, there was much focus on the
Tano Basin across Ghana and Côte d’Ivoire, maturing some
interesting opportunities in the vicinity of the TEN FPSO.
In Gabon, the team has matured several prospects around
the Simba and the Tchatamba South licences.
We exited 11 blocks in 2021 which we assessed to be
insufficiently attractive to justify further investment. Tullow
retains material positions in emerging basins in Guyana and
Argentina and continues to seek strategic partners, to reduce
its capital exposure in these areas. To date, we have been
unable to secure new partners resulting in expected
exploration capex in 2022 of c.$45 million.
Another area with very significant change in 2021 has been
in Kenya where our team, in close consultation with our Joint
Venture Partners, reworked the development plan. The new
plan targets more resources, delivers higher production and
significantly cuts the project costs. This plan has restructured
a commercially difficult project into an investible opportunity
and we have good engagement with the Government of Kenya.
Accordingly, we are now working with potential strategic
partners to reduce our stake in the project to be more in line
with a company of our size and I expect to see our work in
Kenya progress materially in 2022.
Stakeholder engagement
I have been greatly encouraged by the supportive and open
engagement with all our major stakeholders. As travel
restrictions eased, I have been able to meet many of our key
stakeholders in person. In Ghana, HE Nana Akufo-Addo, the
President of Ghana, as well as the Minister for Energy, Hon.
Dr. Prempeh, Finance Minister, Ken Ofori-Atta and other
senior officials have been very supportive of our investment
in the Ghana Value Maximisation Plan. This support also lends
itself to constructive discussions on some of our more
challenging issues, for example in respect of our dispute with
the Government of Ghana over branch profit remittance tax
where, after consultation with the Government of Ghana, the
matter was referred to international arbitration (full details on
page 119). It was recognised that it is not uncommon to utilise
the dispute resolution process in Petroleum Agreements to
resolve such disagreements. I commend the Government of
Ghana for not letting this ongoing dispute distract from our
core business of developing and producing Ghana’s oil & gas
and I am confident this will continue to be the case going
forward. In Kenya, Cabinet Secretary for Energy, Hon. John
Munyes, and Permanent Secretary Andrew Kamau and their
teams have monitored and challenged our thinking as we
developed the revised Field Development Plan. The Ivorian
Energy Minister, Hon. Thomas Camara, and his team have
engaged as we have refined the prospectivity in CI 524 and
developed our plans for further investment in Côte d’Ivoire.
Colleagues across our Partners and at our key suppliers
have worked closely with us as we have developed and
implemented our Business Plan and improved operational
performance. In May 2021, we appointed a Ghana Advisory
Board of Phyllis Christian, Elly Ohene-Adu and Alex Hutton-Mills
to provide strategic guidance and advice on our operations in
Ghana and the delivery of our business plan. I am already
benefitting enormously from their counsel on managing key
relationships and delivering shared prosperity in Ghana.
Climate and Shared Prosperity
I reflected in last year’s Annual Report on why I joined
Tullow and why the Company’s commitment to climate risk
management and shared prosperity is so important. This year,
as part of this commitment, we have taken two important
steps with regard to our wider responsibilities to society and
the countries in which we work. In March 2021, we committed
to being Net Zero on our Scope 1 and 2 net equity emissions
by 2030, supporting the goal of limiting global temperature
rise to well below 2oC as per Article 2 of the Paris Agreement.
We will achieve this through decarbonising our production and
offsetting hard to abate emissions through nature-based
solutions. In September 2021, we laid out our purpose –
affirming our belief that oil & gas production can and should
be a driver of long-lasting economic and social change in
developing economies as long as those resources are
developed efficiently, safely and responsibly. This supports a
fair energy transition for African countries and aligns with the
outcomes of COP26 which recognises the need to “strengthen
climate action in the context of sustainable development and
efforts to eradicate poverty”. For more details about how we
manage our impact and deliver shared prosperity, I would ask
shareholders to read our Sustainability Report which you can
also find at tullowoil.com.
Outlook
Our successful transformation in 2021 has been driven by the
hard work of the entire Tullow team. We are fortunate to have
dedicated and committed colleagues who deserve the credit
for Tullow’s vastly improved performance and balance sheet.
They are well aware, as I am, that we remain a company in
transition and that the job is not complete. However, there
should be no doubt that we have the assets, the plan, the
capital structure and financial discipline to reach the full
potential of this company. I would like to thank all our host
governments and communities, Joint Venture Partners, staff
and our investors for their continued support and I look
forward to another year of delivery in 2022.
Rahul Dhir
Chief Executive Officer
8 March 2022
Tullow Oil plc 2021 Annual Report and Accounts
9
STRATEGIC REPORT Business model
How our business creates value
Tullow’s business model is to monetise oil and gas from our portfolio of assets
and in doing so, fulfil our purpose of building a better future. Tullow’s focus
has changed in recent years from an exploration-led business to a company
focused on unlocking value from its producing assets. This is reflected in our
decision to allocate in excess of 90% of our capital expenditure to our
producing assets.
Inputs
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Our investors:
Tullow has both equity and debt
investors. We regularly meet
with our investors to update
them on our business and listen
to their feedback.
VEST O
R IN
U
O
1.4bn issued shares
Our host nations:
Tullow requires the support of
host governments to operate in
their licences and/or to gain
approval to develop their
resources.
VEST O
R IN
U
O
8 countries of operation
Over 30 licences
Our people:
Our highly experienced and
committed professionals
work hard to deliver Tullow’s
business plan while upholding
our values.
VEST O
R IN
U
O
353 employees
Funding
Self-funded business through cash from operations
OUR H
O
S
T
N
A
T
I
O
N
S
OUR PEO P L E
Business priorities
OUR H
O
S
T
N
A
T
I
O
N
S
OUR PEO P L E
OUR H
O
S
T
N
A
T
I
O
N
S
OUR PEO P L E
Safe, reliable operations and production
performance
Unlock value from discovered resources and
exploration acreage
Cost and capital discipline
Utilise geoscience expertise in engineering,
subsurface and exploration
Deliver tangible social and economic benefits to
our host nations
Strengthen the balance sheet
Investment decisions
Balance investment for both near and longer-term
cash flow
10
Tullow Oil plc 2021 Annual Report and Accounts
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E
G
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P
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Delivering improved operating performance to maximise value from our
producing assets is a key focus, alongside steps taken to reduce our cost base
and simplify our capital structure. Together, these building blocks deliver a
highly cash generative business plan that seeks to generate material cash flow
to fund investment, grow our business and reduce debt, while providing
multiple benefits to our host nations. We have a number of stakeholders but
consider our investors, our host nations and our people to be the primary
participants for our business.
Cash generation
Generate material cash flow
Value creation
Use of cash
Reinvest and grow our business
Service and repay debt
Shareholder returns
Capital allocation
>90% allocated to maximising value from our
producing assets, including near field exploration
Limit capital at risk from exploration
High levels of scrutiny across G&A costs
Appropriate investment in our Net Zero and
sustainability strategies
S
S
S
R
R
R
OUR H
O
S
T
N
A
T
I
O
N
S
OUR PEO P L E
OUR H
O
S
T
N
A
T
I
O
N
S
OUR PEO P L E
OUR H
O
S
T
N
A
T
I
O
N
S
OUR PEO P L E
VEST O
R IN
U
O
Our investors:
Our platform for growth
and path to lower debt is
expected to deliver a tangible
increase in equity value. Our
commodity hedging portfolio
provides significant oil price
downside protection for
our revenues.
$711m
2021 operating cash flow
VEST O
R IN
U
O
Our host nations:
The sale of oil and gas
generates material revenue
for host nations in terms of
taxes paid. We also invest in
local suppliers to help run
our operations.
$234m
Payments to Governments
VEST O
R IN
U
O
Our people:
We provide appropriate
reward and recognition
through compensation and
benefits. We are building a
culture of empowerment
with a commitment to invest
in development.
760
Recognitions shared through
our ‘Celebration Hub’
Tullow Oil plc 2021 Annual Report and Accounts
11
STRATEGIC REPORT
Markets
A recovering market amidst
an ongoing global pandemic
2021 brought hope for global economic growth following 2020’s downturn. Energy prices
have seen a strong recovery while the pathway to Net Zero has been brought into even
sharper focus.
1 Geopolitics
The ongoing COVID-19 pandemic remained
the key global political and economic risk
in 2021
In 2021, COVID-19 continued to dominate the political agenda
as the world moved away from the strict enforcement of
major non-pharmaceutical interventions and towards
controlling the pandemic through vaccines, anti-viral
treatments and testing.
Towards the end of 2021, the pandemic took an unexpected
turn with the Omicron variant, which was first sequenced in
South Africa, spreading rapidly in every continent but with very
different and milder outcomes to previous waves for those
affected and especially for those with prior immunity either
through previous exposure to the virus or vaccination.
The global economy was surprisingly robust in 2021 as
economies rebounded to close to pre-pandemic levels.
Consumers took advantage of savings made during periods
of lockdown and of low interest rates which, in turn, lead to
significant increases in inflation. This spike in inflation will
likely be controlled by interest rate rises through 2022 albeit
from historically low levels.
The oil price recovered strongly in 2021 as international travel
re-started and as governments, particularly state and national
government in the US, indicated that they were not inclined to
deal with future virus waves through lockdowns and long-lasting
travel restrictions. The oil price also benefitted from a
disciplined approach in OPEC+ which has very effectively
pushed prices up and pushed oil in storage down. The lack
of investment in oil and gas developments since the oil price
crash of 2014 has also had, and will continue to have, a
significant effect on the oil price.
Other commodities also increased in price as economies
rebounded, supply chains became stretched and worker
shortages intensified. In the UK and Europe, natural gas
prices rose by as much as 900% on the previous year reaching
a high of 452p/therm on 21 December as President Putin of
Russia demonstrated his control of gas supplies into a highly
gas-constrained EU.
12
Tullow Oil plc 2021 Annual Report and Accounts
In Africa, the pandemic has had a sporadic effect with significant
monitoring of COVID-19 limited to only a few African countries
and it continues to be difficult to be entirely certain about how
far the virus has spread in Africa. Vaccine take-up in Africa
has also been limited both by low levels of supply from
developed countries and the UN’s COVAX programme and
by lack of demand due to distrust of government.
Either way, Africa did not recover as quickly as developed
economies and that slower rate of growth is forecast to
continue into 2022 with a number of countries having to
consider painful debt re-structuring. African leaders were
both present and vocal at COP26 in Glasgow with a number
of senior leaders pointing out the need for a just energy
transition for Africa that reflected the continent’s minuscule
impact on global warming and low levels of current and
historic carbon emissions. Some African Heads of Government,
including President Akufo-Addo of Ghana, went further and
stressed their determination that African countries be allowed
to develop their natural resources, including hydrocarbons,
as part of a just energy transition.
Looking ahead, there are local and national elections in
Kenya towards the end of 2022 and the outcome, at this
point, remains uncertain.
2 Oil price
2021 saw a strong recovery in the oil
markets with prices topping $80/bbl and
upward pressure driven by the gas market,
although COVID-19 remained a concern
through year-end
2021 was a year that saw a volatile and uneven recovery
from the pandemic, with the oil and refining markets each
responding differently. Brent crude traded inside a $50–86/bbl
range and an average of $71/bbl. Prices rose firmly in January
amid the prospect of tighter crude supply and a declining
trend in global oil stocks, before surging more than 15% in
February, reaching the highest monthly average ($62/bbl)
since January 2020. March marked the fifth consecutive
month of rising crude prices, supported by positive
fundamentals including projections of a stronger economic
rebound in 2H21, and an acceleration in the vaccination
roll-out, mainly in the OECD region. The second half of
March saw financial investors liquidating part of their bullish
positions as the market began to soften. April then saw the
first crude price fall in six months amid a resurgence of
COVID-19 in a number of countries, stoking fears around
reduced near-term demand. This was reversed by strong
gains in May as prices rose 6% m-o-m, with APAC and
European refiners showing buying interest in advance of the
summer driving season and expectations of further demand
recovery, while the accelerated vaccination programmes and
easing of mobility restrictions in Western countries eclipsed
the worsening situation in several Asian countries. The
decision of OPEC to gradually adjust production from May to
July also supported market confidence. This continued firmly
throughout June and into July amid a volatile futures market
and strong physical market fundamentals. However, financial
investors reduced their long positions in July given concerns
around the new Delta variant of COVID-19 and expectations
of increasing global supply. Prices in August reflected such
concerns, falling due to concerns around short-term demand
outlook in Asia, higher global supply, and mixed economic
data. However, this was reversed somewhat in the last week
of the month as concerns around demand eased, and the
rebound continued firmly in September (c. 5% m-o-m) with an
improved COVID-19 situation in Asia and supply disruptions in
the Gulf of Mexico after Hurricane Ida. Concerns around the
risk of natural gas and coal shortages in Asia and Europe
further boosted oil demand as a substitution fuel source.
October saw a price surge of more than 12% with prices
surpassing $80/bbl, driven largely by concerns over supply
issues in Asia and Europe’s power sector ahead of the winter
period, with soaring gas and coal prices. The end of the year
saw a decline in prices amid fears surrounding the COVID-19
Omicron variant and an increase in cases in Europe and
elsewhere, as well as concerns around strategic reserve
releases, while gas prices moved lower, with a December
average oil price of $75/bbl.
3 Climate Change Policy
and energy transition
COP26, hosted by the UK Government in
Glasgow, was the clear highlight for
Climate Policy in 2021
Prior to COP26, the United Nations’ Environment Programme
(UNEP) issued a report stating that current commitments to
cut greenhouse gas emissions put the planet on track for a
rise of 2.7°C temperature this century which is some way
short of the 2 / 1.5°C target adopted in 2015 as part of the
Paris Agreement. Their October 2021 report stated that new
and updated Nationally Determined Contributions would
only take off 7.5% of predicted 2030 emissions while 55%
is needed to meet the 1.5°C target. This followed a report
by the Intergovernmental Panel on Climate Change (IPCC)
in August 2021 that stated global warming was dangerously
close to spiralling out of control. During the Northern
Hemisphere summer, a number of weather-related events
also served to focus the minds of global leaders in the run up
to COP26, including record-breaking summer temperatures
in the Pacific North West and devastating flooding in Germany
and Belgium in July 2021.
Despite these events, COP26 delegates met with low
expectations about what might be achieved and, while COP26
did not meet some of the loftier targets that were set, the
main outcomes at least suggested that good progress had
been made and that further progress is possible.
Key outcomes included the launch of the Glasgow
Financial Alliance for Net Zero (GFANZ) which saw more
than $130 trillion of private capital committed to transforming
the global economy towards the Paris climate goal of 1.5°C,
a commitment by major banks to ending all international
public financing of new unabated coal power by the end of
2021, an agreement by more than 100 countries to decrease
their methane emissions by 30% by 2030 compared with
2020 levels and the establishment of a new International
Sustainability Standards Board (ISSB) to increase the global
focus on climate risk disclosure and reporting.
On the debit side, the failure to, as the UK Government had
wanted, “consign coal to history” led the headlines at the end
of the conference and the commitment to secure $100 billion
of climate finance, originally agreed at COP15 in 2009
in Copenhagen, was pushed to 2023.
Looking at COP26 from a Tullow perspective, the focus on
coal meant that oil and gas were barely mentioned while
COP27, which is taking place in Cairo in November 2022,
seems likely, given its location, to place far greater emphasis
on Africa and on developing economies.
Elsewhere, progress towards an EU Taxonomy, which the
UK will likely mirror, continued. The EU Taxonomy is a green
classification system that translates the EU’s climate and
environmental objectives into criteria for specific economic
activities for investment purposes. The Taxonomy is a
transparency tool that will introduce mandatory disclosure
obligations on some companies and investors, requiring them
to disclose their share of Taxonomy-aligned activities. This
disclosure of the proportion of Taxonomy-aligned activities
will allow for the comparison of companies and, critically,
investment portfolios and will guide market participants in
their investment decisions.
Climate Change and Energy Transition continue to be topics
of considerable national and international debate but in the
last quarter of 2021 the dynamics of this debate changed.
First, leaders from Africa and other developing countries
made it clear through their contributions at COP26 that their
voices would be heard and that an unfair energy transition
that failed to recognise which countries had made the biggest
contributions to global emissions would not be acceptable.
Second, very high gas prices in Europe driven both by
geopolitics and reliance on gas imports suggested that
Western Europe needed to think again about how it would
meet the energy demands and price expectations of
its people.
Tullow Oil plc 2021 Annual Report and Accounts
13
STRATEGIC REPORT A balanced scorecard
Measuring our performance
Our scorecard aligns both executive pay and employees’ performance-related pay
to Key Performance Indicators (KPIs) measuring our performance across a range
of operational, financial and non-financial measures.
2021 Scorecard
9.9/13%
5.5/9.8%
9.1/9.8%
4.7/6.5%
5.2/6.5%
0/35%
7.0/9.8%
9.8/9.8%
KPI
1. Safety
1. Safety
2. Financial Performance
3. Production
4. Business Plan Implementation
5. Capital Structure
6. Sustainability
7. Leadership Effectiveness
8. Total Shareholder Return
Remuneration Report pages 71 to 87
9.8/9.8%
7.0/9.8%
9.9/13%
5.5/9.8%
9.1/9.8%
4.7/6.5%
5.2/6.5%
0/35%
Performance
2 TRI recorded in 2021 (TRIR 0.43), maximum score achieved
0 number of LOPC at either Tier 1 or Tier 2, maximum score achieved
2. Financial Performance
Normalised Operating Cash Flow (OCF) at $499 million
3. Production
Group Oil normalised production at 58.3 kbopd
Jubilee production efficiency at 98%; TEN production efficiency at 97%
4. Business Plan Implementation
94% of the 2021 capex work programme completed at spend totalling $229 million
5. Capital Structure
Transformational debt refinancing has put Tullow on a firm footing to deliver our Business Plan and unlock value
in the future
6. Sustainability
7. Leadership Effectiveness
We renewed our commitment to sustainability with a particular focus on climate change risk management and
shared prosperity. In March 2021, we committed to being Net Zero on our Scope 1 and 2 net equity emissions by
2030
The strength and cohesiveness of the leadership team worked with an engaged workforce resulted in successful
delivery of the business activities and improve performance in 2021. Together with the strong support and
collaboration of the Board, the leadership team worked in 2021 to position the organisation for sustainable success
8. Total Shareholder Return1
TSR position is bottom quartile
The safe and responsible operation of our assets is always our first priority and through the
implementation of safety improvement plans, contractor engagement, active leadership
interventions and a strong reporting culture we have improved our EHS performance
resulting in top quartile 2021 performance versus our industry peers. There were two
recordable injuries in 2021 (versus 8 in 2020) and no incidents for Loss of Primary
Containment (LOPC). The same operational improvements were evident in our production
efficiency with both TEN and Jubilee achieving over 97%. For Jubilee this was a significant
improvement on previous years. This helped actual production exceed the Budget and even
after normalising for one-off benefits we were close to matching our Scorecard target.
Actual Operating Cash Flow of $711 million was significantly higher than Budget thanks
to the higher oil prices in 2021 but for the Scorecard KPI we normalised back to our Budget
price assumption. This means the KPI focused on cost and working capital management.
As a result, our normalised OCF was $499 million resulting in a 7.0% score.
The Business Plan Implementation KPI tracks our delivery of the capital investment in the
Budget (what percentage of the work programme have we delivered) and have we delivered it
on cost (have we adhered to the Budget costs). We delivered 94% of the Budget work
programme for a spend of $229 million. An additional $35 million of capital spend was for
additional projects approved post the Budget e.g. the extra wells drilled on Jubilee because
we were ahead of schedule.
The refinancing of our debt in the first half of 2021 was a significant achievement for the
Company. The Board gave a 9.1% score out of maximum score of 9.8% due to the increased
ongoing financing costs resulting from the refinancing.
The Sustainability KPI was measured against a series of milestones which tracked our
delivery against several key themes, shared prosperity, local content, employee engagement,
corporate governance, and progress of our Net Zero plans.
Finally, the Board made a judgement on the effectiveness of the Senior Leadership Team over the
year. They considered several factors, including the strength and cohesiveness of the leadership
team, a clear strategy being set and understood across the organisation, the engagement of the
workforce, and the successful delivery of business activities in 2021. They concluded the improved
performance in 2021 has been driven by the hard work and unrelenting dedication of the entire
Tullow team and with the strong support and collaboration of our Board, resulting in a 5.2% score.
1 TSR is only applicable to CEO and CFO Remuneration. Remuneration for the wider
workforce is based on all other KPIs.
14
Tullow Oil plc 2021 Annual Report and Accounts
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1. Safety
2. Financial Performance
3. Production
4. Business Plan Implementation
5. Sustainability
6. Unlocking Value
7. Leadership Effectiveness
8. Total Shareholder Return
Remuneration Report pages 71 to 87
7.5%
5.0%
10.0%
7.5%
5.0%
10.0%
5.0%
50.0%
Performance
Strategic objective
Total Recordable Incident Rate (TRIR) of between 0.78 and 0.51;
Loss of Primary Containment (LOPC) Tier 1 and 2 as per IOGP definition of 1
or less at Tier 2 and 0 at Tier 1
2022 Scorecard
7.5%
10%
5%
5.0%
7.5%
10%
5%
50%
KPI
1. Safety
4
1
3
1
1
2
5
6
2
7
1
5
4
2
6
3
7
2. Financial Performance
Group underlying Operating Cash Flow (OCF) of $513 million to $627 million at
a Brent price of $60/bbl
3. Production
55–61 kobpd produced; Jubilee production efficiency of 96–98%; TEN
production efficiency of 97–99%
4. Business Plan Implementation
Achieve 100% agreed work programme for $452 million agreed budget
5. Sustainability
Achieve 90 to 100% of ESG key deliverable milestones
6. Unlocking Value
Having completed the refinancing in 2021, focus is now on unlocking value
through a number of critical actions discussed below
7. Leadership Effectiveness
Organisation is positioned for sustainable success
8. Total Shareholder Return1
Creating shareholder value
The 2022 scorecard remains largely the same as the 2021 scorecard as it reflects a focus on
performance with clear output KPIs at the Group level balanced with a series of input targets
across all other levels of the business. It ensures safety is prioritised alongside operational
targets, and balances short-term production targets with longer-term business value,
Business Plan implementation and leadership to stabilise and then grow our business, whilst
delivering a robust response to sustainability.
With input from the Extended Leadership Team, the Remuneration Committee have identified
a number of critical actions for 2022 that have the potential to unlock value. These include
completing the pre-emption of the sale by Occidental Petroleum to Kosmos of its interests
in the Jubilee and TEN fields in Ghana, making progress on a farm down in Kenya, a
successful takeover of operatorship of the Jubilee FPSO, progressing the commercialisation
of gas in Ghana, resolving ongoing tax disputes and further optimisation of our portfolio to
maximise value.
1
TSR is only applicable to CEO and CFO Remuneration. Remuneration for the wider
workforce is based on all other KPIs.
Tullow Oil plc 2021 Annual Report and Accounts
15
Operations review
A review of our operations
Production, reserves and resources
In 2021, Group working interest production averaged 59.2 kboepd,
in line with guidance, with notable production growth from the
Jubilee field in Ghana and Simba field in Gabon, but lower
production than expected from the TEN fields in Ghana and the
Espoir field in Côte d’Ivoire.
In 2022, Group working interest production guidance is 55 to
61 kboepd. This forecast is based on Tullow’s existing equity
interests in Jubilee (35.48%) and TEN (47.175%) and will be
adjusted following completion of the pre-emption of the sale of
Occidental Petroleum’s interest in Ghana to Kosmos Energy.
The estimated full year impact of the completed pre-emption
would be an addition of c.5 kboepd (net) to the Group’s 2022
production forecast, subject to adjustment for completion timing.
Group average working interest production
Ghana1
Jubilee
TEN
Non-operated portfolio2
Total production
FY 2021
(kboepd)
FY 2022
guidance
(kboepd)
42.1
26.6
15.5
17.2
59.2
39–42
28–30
11–12
16–19
55–61
1 Ghana production represented before impact of pre-emption on Deep Water
Tano (DWT) Block
2 2021 figure includes partial production from assets in Equatorial Guinea and
the Dussafu Marin Permit in Gabon, ahead of divestment during the year. 2022
production guidance does not include any production from these assets.
The Group’s audited 2P reserves decreased from 260 mmboe
at the end of 2020 to 231 mmboe at the end of 2021. About
half of this reduction was the result of the sale of assets in
Equatorial Guinea and the Dussafu Marin Permit in Gabon
(15 mmboe). Reserve additions and positive revisions included
a 13 mmboe increase at Jubilee following improved field
performance and acceleration of new projects and a
11 mmboe increase in the non-operated portfolio due to
better field performance and maturation of new projects.
These gains were offset by a 16 mmboe decrease at TEN
reflecting poorer than expected Ntomme field performance
and re-categorisation of certain reserves at Enyenra. Overall,
with the Group producing 22 mmboe during 2021, the organic
reserves replacement ratio was approximately 36%.
The Group’s audited 2C resources decreased from 640 mmboe
to 623 mmboe. The reduction was driven primarily by the
sale of assets in Equatorial Guinea and Gabon, the maturation
of selected TEN projects from 2C to 2P and poorer than
expected field performance at TEN. However, these reductions
were largely offset by a positive revision from Tullow’s
auditors of the Kenyan assets, to align with the updated
Field Development Plan.
Ghana
Jubilee
The Jubilee field averaged 74.9 kbopd gross (net 26.6 kbopd)
in 2021, ahead of guidance at the start of the year. Average
daily production grew from c.70 kbopd at the beginning of the
year to exceed 90 kbopd by year-end, as new wells were
brought onstream and operational performance remained
high with FPSO uptime averaging c.98%, gas offtake rates
averaging c.85 mmscfd and water injection rates averaging
over 200 kbwpd. The annual gas offtake rate was impacted by
overrunning maintenance and subsequent reduced capacity
at the Ghana National Gas Company (GNGC) onshore gas
processing plant during the fourth quarter of the year. Tullow
continues to work closely with GNGC to help improve offtake
reliability. Gas offtake has now returned to regular rates of
over 100 mmscfd and Tullow and its JV Partners are still
targeting average offtake of c.135 mmscfd in 2022.
The drilling programme, which commenced in April, delivered
two producers (J56-P online in July, J57-P online in December),
one water injector (J55-WI online in September) and a work
over (J12-WI online early in January 2022). Strong drilling
performance was achieved during the year with wells costing
approximately 20% less than wells drilled from 2018 to 2020,
ahead of the assumptions included in the Business Plan.
The field continues to perform well, and average 2022
production is expected to increase to between c.80 to 84 kbopd
gross (net: 28 to 30 kbopd). This forecast includes a planned
shutdown in the second quarter of 2022 for approximately two
weeks. Three new wells are planned to be drilled at Jubilee in
2022, focused on delivering reliable in-year production: a
water injector, which will provide pressure support to existing
producers, is due onstream in the first quarter; this will be
followed by a producer and a second water injector.
16
Tullow Oil plc 2021 Annual Report and Accounts
Operational Transformation Plan
The operational transformation that Tullow embarked on in
2020 has delivered strong performance across safety, reliability
and costs. A singular focus on personal and process safety
across the organisation and visible leadership have provided
a foundation for a strong safety culture. The production
potential is being maximised by optimising performance of
every element of production from the reservoir to the surface
facilities. High levels of facility uptime have been achieved at
both FPSOs by addressing long-standing equipment defects
and sustaining this by implementing systemised monitoring
and mitigating of equipment risk. In addition, Tullow is
building an equipment systems maintenance management
infrastructure to help sustain the reliability improvements.
All this has been achieved by taking more direct control of
day-to-day operations on the Jubilee and TEN FPSOs.
In order to build on these improvements and to achieve the
ambition to be a top quartile operator in terms of safety,
reliability and costs, Tullow, supported by its JV Partners
and the Government of Ghana, has taken the decision to
self-operate the Jubilee FPSO. Accordingly, Tullow will take
over all operations and maintenance (O&M) from MODEC on
the Jubilee field when the current O&M contract comes to a
scheduled end in 2022. This will allow greater control and
integration over the core areas of safety, efficiency, emissions,
reliability and local content, in turn presenting an opportunity
to further reduce costs.
Progress towards elimination of routine flaring in Ghana
As part of Tullow’s commitment to becoming a Net Zero
Company by 2030 on its Scope 1 and 2 emissions, work to
increase gas processing capacity at the Jubilee FSPO is
planned during a scheduled shutdown in the second quarter
of 2022, which together with compressor upgrades and other
facility de-bottlenecking activities through 2022 and early 2023
will increase gas handling capacity and contribute towards the
target of eliminating routine flaring in Ghana by 2025. Other
activities planned during the shutdown will focus on maintenance,
integrity, and reliability of the FPSO for the long-term.
The core developed area of the Jubilee field has c.1.5 billion
barrels gross oil initially in place (STOIIP), with an estimated
ultimate recovery (EUR) approaching 40%. To date, around
half of the expected reserves have been produced. Outside of
the core area, the development of the Jubilee North East
(JNE) and Jubilee South East (JSE) areas marks a step
change that targets relatively untapped areas of the field,
containing over 500 mmbbls gross oil in place. These areas
combined gross EUR is over 170 mmbbls gross oil, of which
less than 10% has been produced. The 2022 work programme
is focused on investment in infrastructure for the JSE and
JNE projects that will access the undeveloped resources and
lead to meaningful production growth in subsequent years.
TEN
The TEN fields averaged 32.8 kbopd gross (net: 15.5 kbopd)
in 2021, below guidance given at the start of the year. This was
primarily due to higher production decline rates than expected
on particular wells. A gas injector at the Ntomme field
(Nt06-GI), was brought onstream in the fourth quarter to
provide pressure support to existing production wells. Nt06-GI
also encountered oil at the base of the well, de-risking the
development potential of areas further to the north of Ntomme.
In 2021, uptime on the TEN FPSO was c.97%, water injection
was c.65 kbwpd and gas injection was c.135 mmscfd. In 2022,
TEN is expected to produce between 22 to 26 kbopd gross
(net: 11–12kbopd).
Within the core developed areas of Ntomme and Enyenra,
which contain c.750 mmbbls gross oil initially in place
(STOIIP), around half of the expected reserves have been
produced to date. However, production decline within this core
area has been faster than expected and while material
reserves remain, the overall view of ultimate recovery from
these fields has reduced. As a consequence, Tullow and its
Joint Venture (JV) Partners have improved their understanding
of the broader TEN area and the significant remaining
potential. The addition of undeveloped reservoirs in the
Tweneboa area, accessible from the Ntomme riser base area,
and the extension of the Enyenra field development to the
north and south of the core developed area, introduce a
similar volume of undeveloped STOIIP as the core areas.
Tullow and its JV Partners will start to target these new areas
in 2022, with two development wells planned in the Ntomme
riser base area. Investment in infrastructure will allow these
to be brought on stream from 2023. Furthermore, an
additional production well is planned in the undeveloped
Enyenra North area in the fourth quarter of the year.
Tullow Oil plc 2021 Annual Report and Accounts
17
STRATEGIC REPORT Operations review continued
Ghana gas commercialisation
Associated gas from Jubilee and non-associated gas from the
TEN fields has the potential to be a significant value driver for
Tullow and for Ghana. In 2009, Tullow and its JV Partners
pledged to provide 200 bcf of rich/wet associated gas (Foundation
gas) from the Jubilee field free of charge to the Government of
Ghana. The Group currently expects to complete the provision
of this Foundation gas, which Tullow estimates has delivered
over c. $2.4 billion of value to Ghana including the onshore
extraction of liquids yields, by the end of 2022. Based on
Tullow’s calculations, gas from the Jubilee field currently fuels
c.30% of thermal power generation in Ghana and continued
offtake of associated gas from the Jubilee field is vital to
maintaining oil production, increasing power generation
in Ghana and the production of Liquid Petroleum Gas for
Ghana’s domestic market. Tullow is currently in commercial
negotiations with the Government of Ghana to finalise the
Post Foundation Volume Gas Sales Agreement which would
deliver 500 bcf of natural gas and would add c.6 kboepd to
Group production. The Group’s investment in upstream gas
handling infrastructure on the Jubilee FPSO and the ability to
supply comingled Jubilee & TEN gas gives Tullow confidence
that it can meet growing domestic demand and be the most
competitive supplier of gas into the Ghanaian market.
Tullow is also in positive discussions with JV partners and
the Government of Ghana on the development of incremental
gas volumes present at the TEN fields where c.1 tcf of gas is
estimated to be in place. Because of the upstream infrastructure
in place, including a gas pipeline to shore, TEN gas is well-placed
to be a stable and reliable source of gas at potential rates of
6 kboepd for Ghana and, as the power sector in West Africa
develops further, the wider region. With such substantial
volumes in place, this resource has the potential to drive
significant industrial transformation in Ghana across the
mining and petrochemical sectors among others and be a
reliable and low-cost provider of wet gas at a time when the
benefit of having significant domestic gas supplies is so clear.
Pre-emption of Deep Water Tano component of Kosmos
Energy/Occidental Petroleum Ghana transaction
In November 2021, Tullow exercised its right of pre-emption
related to the sale of Occidental Petroleum’s interests in the
Jubilee and TEN fields in Ghana to Kosmos Energy. As a
result, Tullow’s equity interests are expected to increase to
38.9% in the Jubilee field and 54.8% in the TEN fields upon
completion of the transaction. The transaction documents are
now in agreed form between Tullow and Kosmos. On this
basis, Tullow and Kosmos have jointly requested consent from
the Government of Ghana and discussions with the
Government are progressing positively.
Non-operated portfolio
Production from Tullow’s non-operated portfolio averaged
17.2 kboepd in 2021, including contributions from Tullow’s
continuing interests in Gabon, Côte d’Ivoire and partial
contribution from divested assets. 2022 net production is
expected to average between 16 to 19 kboepd.
In February 2021, Tullow announced an agreement to sell its
entire interests in Equatorial Guinea and the Dussafu Marin
Permit in Gabon to Panoro Energy ASA. The deals were
completed in March 2021 and June 2021, respectively, for
$180 million including contingent cash payments of up to
$40 million which are linked to asset performance and oil price.
In Gabon, the Simba expansion project made good progress in
2021, and an infill well was brought onstream in September
2021. A new 10-inch pipeline, allowing increased oil offtake
from the field, became operational in December 2021. After
initial operational issues post start-up, the well is now
performing as expected and consequently, net production for
the Simba field in 2022 is expected to average c.6kbopd, 40%
higher than in 2021. Also in Gabon, two infrastructure-led
exploration wells were drilled in the year near the Tchatamba
field. One well was unsuccessful and the other resulted in the
Wamba (TCTS-B14) discovery in the second half of 2021.
Wamba is adjacent to the Tchatamba South oil field and
extended production tests are planned in 2022.
In Côte d’Ivoire, the Espoir field was shut down for approximately
four weeks in the first half of the year following a major incident
onboard the FPSO in January 2021. A further shutdown of
approximately eight weeks was conducted in the second
half of the year to carry out remediation work identified by
BW Offshore, the FPSO operator. The field is now back
onstream and Tullow continues to engage with the operator
(CNR International) on further remediation plans for the
FPSO and on identifying development drilling opportunities.
18
Tullow Oil plc 2021 Annual Report and Accounts
Decommissioning
In the UK, post-decommissioning surveys have been completed
and submitted as part of the operated decommissioning
programme approval process, with formal approval expected in
2022. The Group’s non-operated decommissioning activities are
ongoing and are expected to continue through to 2026.
In Mauritania, the Group’s operated decommissioning
programme of the Banda and Tiof fields is expected to
commence in the fourth quarter of 2022. Planning is well
advanced, with major service providers secured. Non-operated
decommissioning of the Chinguetti field is ongoing and seabed
infrastructure clearance is expected to complete this year.
The expected remaining UK and Mauritania decommissioning
exposure over 2022-26 is c.$180 million, with over half of this
forecast spend in 2022. The final exposure may vary depending
on the final required scope and work programmes agreed
across the various projects. Provisioning for decommissioning
of producing assets in Ghana and parts of the non-operated
portfolio has commenced this year at c.$30 million per annum.
Kenya
In 2021 Tullow and its JV Partners (Africa Oil and Total Energies)
completed the redesign of the Kenya development project
(Blocks 10BB and 13T licences) to ensure it is a technically,
commercially and environmentally robust project. The key
changes to the development concept have been driven by
incorporating the production data from the Early Oil Pilot
Scheme (EOPS), optimising the number of wells to be drilled and
changing the producer to injector ratio, adding the Ekales field
into the first phase of production and increasing the Central
Processing Facility capacity to 130,00 bopd and the pipeline size
from 18” to 20” to handle the increased flow rates.
These changes have increased total gross capital expenditure
(capex), which covers both the upstream and the pipeline to
First Oil, to c.$3.4 billion and delivers a 30% increase in
resources whilst lowering the unit cost to $22/bbl (previously
c.$31/bbl). A higher production plateau of 120 kbopd is now
planned, with expected gross oil recovery of 585 mmbo over
the full life of the field. This resource position is supported by
a Competent Persons Report completed by external
international auditors Gaffney Cline Associates (GCA).
Simultaneous to the development, an exploration and
appraisal (E&A) plan will be implemented to ensure the
remaining five discoveries are developed efficiently. This will
extend and sustain initial plateau rates while keeping costs
low by using the rigs used for development drilling. The E&A
plan also focuses on additional exploration potential within
the Blocks 10BB and 13T licences and exploring the wider
Blocks 10BA and 12B licence acreage.
Tullow and its JV Partners have taken the opportunity of this
review to improve the environmental and social aspects of the
project. Carbon emissions will be limited through a combination
of heat conservation, use of associated gas for power and
reinjection of excess gas into the reservoir. Further, there are
opportunities to use the Kenyan national grid that is
substantially powered by renewables and options to offset
remaining emissions. As per the previous development plan,
the 825 kilometres long pipeline that will transport the crude
oil from Turkana to the port of Lamu will be heated and buried
to avoid long-term disruption. The project will also require
water for reservoir pressure which will be abstracted through
a pipeline from the Turkwell Dam and will also be used to
provide water to local communities. This project would also
be Kenya’s first oil and gas development and would represent
a stable, long-term source of income for the Government
of Kenya.
In line with licence extension requirements, Tullow and its
JV Partners submitted a final FDP to the Government of
Kenya in December 2021, incorporating their feedback
on the draft FDP submitted earlier in the year.
Submission of the FDP for the 10BB/13T licences will allow
Tullow and its JV Partners to secure the Production Licences
for blocks and the continuation of the exploration licences on
the 10BA and 12B blocks through the commitments made in
the E&A plan. The JV is now working closely with the Ministry
of Petroleum and Mines to secure FDP approval which needs
to be ratified by the Kenyan parliament. The FDP is conditional
on a number of critical work streams for both the Government
of Kenya and the JV Partners, including, but not limited to, the
successful introduction of a new strategic partner. Constructive
discussions with interested parties are progressing as Tullow
and the JV Partners look to secure a strategic partner for
the project.
“ Through the redesign of the
Kenya development concept
Tullow and its JV partners have
created a commercially and
environmentally robust project.”
Tullow Oil plc 2021 Annual Report and Accounts
19
STRATEGIC REPORT Operations review continued
Exploration
In Tullow’s core area of West Africa, the exploration team is
focused on maturing near-field and infrastructure-led (ILX)
exploration opportunities around existing producing fields, to
unlock additional value from the Group’s asset base.
In Gabon, focus in on strengthening the prospective resource
base within the Simba licence and several low-risk and
compelling investment options adjacent to infrastructure have
been identified which will be considered for future drilling
programmes.
In Côte d’Ivoire, Tullow has a 90% interest in offshore Block
CI-524 which is a continuation of the proven Cretaceous
turbidite plays that are producing at the adjacent TEN and
Jubilee fields. This block presents a unique opportunity due to
Tullow’s deep understanding of the area and its proximity to
the Group’s producing fields that could realise cost and
operational synergies in the event of discoveries. Focus has
been on maturing opportunities through 3D seismic
reprocessing which has identified additional prospective
resources in several stacked reservoirs that are being
matured as future drilling candidates. Tullow, together with its
JV Partner PetroCi, has proceeded into the second exploration
phase in CI-524, which includes a commitment well to be
drilled before August 2024.
In Ghana, focus is on opportunities around the Jubilee and
TEN fields to unlock additional value from the Group’s asset
base, with potential reserves additions from ILX opportunities.
Tullow also continues to focus on unlocking value from the
substantial prospective resource base in the emerging basins
of Guyana and Argentina, while seeking to mitigate capital
exposure from historical work commitments. In 2022,
commitments include the Beebei-Potaro exploration well in
the Kanuku Block in Guyana, which will target the Cretaceous
light oil play of the Guyana-Suriname Basin, as well as
seismic acquisition over Block MLO 122 in Argentina.
In 2021, Tullow drilled the unsuccessful Goliathberg-Voltzberg
North exploration well, on Block 47, offshore Suriname. The
well encountered good quality reservoir but only minor oil
shows. In Argentina, a multi-client 3D seismic acquisition was
completed on Tullow-operated licences MLO114 and MLO119.
In Côte d’Ivoire, Tullow has now exited all onshore blocks but
retains its 90% interest in the offshore Block CI-524, adjacent
to the TEN fields.
The Group continued to rationalise its portfolio during the year
and exited 11 exploration blocks in 2021, including all of its
licences in Suriname and Peru, reorienting its exploration
effort towards near-field and infrastructure-led exploration
activities to enhance value in core areas. In January 2022,
Tullow also exited the PEL 90 licence in Namibia.
“ The exploration team is focused
on maturing near-field and
infrastructure-led exploration
opportunities around existing
producing fields, to unlock
additional value from the
Group’s asset base.”
20
Tullow Oil plc 2021 Annual Report and Accounts
Chief Financial Officer’s statement
Creating a pathway
for future growth
2021 was a transition year for Tullow as the Group began to execute and deliver on the
10-year Business Plan we presented at our Capital Markets Day at the end of November 2020,
and I am pleased to report on the good progress we made during the year.
“ I leave Tullow confident that it
has a great team of people who
are working with much improved
processes, re-focused capital
discipline and the platform
to thrive.”
Les Wood
Chief Financial Officer
Transformational refinancing delivered
The comprehensive refinancing of Tullow’s debt was a
significant event for Tullow in 2021, to simplify our capital
structure, increase our financial resilience and give us the
foundation to deliver our Business Plan. This was completed
in May 2021, with the issuance of $1.8 billion of Senior
Secured Notes (maturing in 2026), and the placement of a
$500 million revolving credit facility with nine of our lending
banks previously in the Reserves Based Lending (RBL) facility.
The new notes, along with cash on balance sheet, allowed
us to repay and redeem existing bonds that were due in 2021
and 2022 and repay and cancel our RBL facility. Tullow’s next
material maturity is now its $800 million of Senior Notes
due in 2025, creating a clear pathway for Tullow to invest
in its assets to maximise their value and deliver our cash
generative plan.
Continued prudent financial strategy
Tullow’s Business Plan supports deleveraging, with cashflows
expected to reduce our leverage to 1.5x net debt to EBITDAX
by 2025 (at $65/bbl), and at higher oil prices we would expect
to achieve this earlier. Key to achieving this target is strict
capital allocation, a focus on costs and prudent financial
risk management.
Rigorous capital allocation is now embedded at Tullow as
we focus on high return and fast payback investments in our
production assets. Capital expenditure was $263 million
in 2021, with over 80% of spend allocated to our producing
assets, compared with c.70% on average over 2016–20.
Commodity hedging remains a key component of our financial
risk management. In 2021, as required under the terms of the
refinancing, we built up a portfolio which protects 75% of our
production entitlements for a period of 24 months from
completing our debt refinancing in May 2021, and 50% of our
production entitlements for another 12 months beyond that.
Our hedge portfolio from 2022 to May 2024 has weighted
average collars of c.$53–76/bbl, giving us robust downside
protection as well as good access to upside. Higher oil prices
in the second half of 2021 did mean we lost out on some
higher oil price upside, resulting in a $153 million loss on
the realisation of commodity hedges for the year. While this
outflow may seem disappointing, I remain firmly of the view
that downside protection is incredibly important to protect the
Company against oil price volatility, as evidenced during the
two most recent downturns when over $1 billion of revenue
was generated through hedging downside protection.
Continued focus on costs
In 2021, we continued to deliver cost savings across the
business with net G&A down to $64 million (2020: $87 million).
Our net operating costs were also reduced to $269 million
(2020: $332 million), primarily due to savings of c.$50 million
in Ghana due to facilities O&M costs and the result of asset
disposals. While our culture is becoming ever more performance
focused, where every barrel matters and every dollar counts,
we faced some cost pressures in 2021. Despite lower net
operating costs unit operating costs increased to $12.4/bbl
(2020: $12.1/bbl). However, this was primarily due to lower
production and increased costs related to extended COVID-19
operating procedures. A normalised unit operating cost
was $12.1/bbl.
Tullow Oil plc 2021 Annual Report and Accounts
21
STRATEGIC REPORT Chief Financial Officer’s statement continued
Continued focus on costs continued
Financing costs also remain high relative to cash flow
generation at $356 million in 2021 (2020: $314 million),
however, this includes one-off refinancing fees of $18 million.
Looking ahead to 2022 and beyond, financing costs are set to
steadily reduce as we pay down debt. Tullow continues to
have exposure to legacy legal issues such as the ongoing tax
dispute with the Ghana Revenue Authority (as detailed on
page 119), and while we endeavour to settle these issues,
there are occasions where arbitration is the only way to bring
these matters to a close. In February 2022, we announced the
result of an Arbitration with HiTec Vision (HiTec) regarding
payments related to the purchase of Spring Energy in 2013.
The panel delivered an award in favour of HiTec and ruled
that Tullow should pay $76 million. While the verdict was
disappointing, Tullow accepts the outcome and paid the
amount from existing cash balances. On a more positive note,
also in February, a Final Investment Decision for the Tilenga
project was taken in Uganda, triggering a contingent
consideration of $75 million in relation to the sale of our
Uganda assets to Total in 2020.
Further refinement of our portfolio
Following the sale of Tullow’s interests in Uganda in 2020,
Tullow’s portfolio management activities continued in 2021
with the sale of our Equatorial Guinea assets and the Dussafu
Marin permit in Gabon. These value accretive transactions
raised $133 million, delivering important cash flow for the
Group to further strengthen the balance sheet. Together with
the significant cost savings generated, these actions delivered
around $1 billion of ‘self-help’, a critical component that
underpinned the refinancing.
We have also substantially simplified our exploration portfolio,
exiting non-core areas including Peru and Suriname and
onshore licences in Côte d’Ivoire. We also looked to farm down
and reduce our stake in licences in Guyana and Argentina,
which have near-term work commitments, with good interest
from potential buyers. However, these efforts are yet to result
in new partners, primarily due to a challenging external
backdrop during 2021, resulting in higher than planned
exploration spend in 2022.
In November 2021, Tullow exercised its right of pre-emption
related to the sale of Occidental Petroleum’s interests in the
Jubilee and TEN fields in Ghana to Kosmos Energy. As a
result, Tullow’s equity interests are expected to increase to
38.9% in the Jubilee field and 54.8% in the TEN fields upon
completion of the transaction. The transaction documents are
now in agreed form between Tullow and Kosmos. On this
basis, Tullow and Kosmos have jointly requested consent from
the Government of Ghana and discussions with the
Government are progressively positively.
In Kenya, the submission of a revised Field Development
Plan was a key focus, and Tullow and its JV Partners
submitted the plan in December 2021, as per the licence
extension requirements provided by the Government of Kenya
in September 2020. The JV Partners also continue to seek
a strategic partner for this project and constructive
discussions are progressing with interested parties.
Key 2021 financial results
Our financial strategy, comprehensive refinancing and
focus on cost discipline have led to positive results. Tullow
generated $1.3 billion revenue (2020: $1.4 billion), resulting
in $711 million of operating cash flow (2020: $598 million).
However, the Company made a loss after tax of $81 million,
primarily driven by impairments and restructuring costs and
other provisions. Post financing costs, Tullow generated $245
million of free cash flow (2020: $432 million), allowing us to
reduce net debt to $2.1 billion (2020: $2.4 billion) with year-end
gearing of 2.2 times net debt to EBITDAX (2020: 3.0 times). We
closed the year with strong liquidity headroom consisting of
free cash and undrawn facilities of $876 million.
Following an independent reserves audit of our producing
assets we have reported pre-tax impairments of $54 million.
These were primarily driven by a decrease in TEN 2P reserves
and an increase in future capex partially offset by a higher
long-term oil price assumption of $65/bbl.
Reflections on a challenging but rewarding tenure
In September 2021, Tullow announced that I would step down
as Chief Financial Officer (CFO) and leave the business at the
end of March 2022. The decision to move on comes after eight
years with the Company, with my last five years spent as CFO.
Following our comprehensive refinancing earlier this year,
which was the culmination of a number of steps to strengthen
the Group’s balance sheet, it is the right time for me to
leave Tullow.
While my tenure has been hugely challenging as we guided
Tullow through some of the most difficult times in its history,
I am very proud to have led the team responsible for Tullow’s
financial turnaround and to input into the Group’s future
strategy. I leave Tullow confident that it has a great team of
people in place, who are working in a company with much
improved processes, re-focused capital discipline and the
platform to thrive. I have built excellent relationships that
I know will endure and I look forward to watching Rahul and
his talented team execute our ambitious strategy over the
years to come.
Les Wood
Chief Financial Officer
8 March 2022
22
Tullow Oil plc 2021 Annual Report and Accounts
Insights from the Task Force on Climate-related
Financial Disclosures (TCFD) scenario analysis
In 2021 Tullow continued to test the resilience of its portfolio against a range of scenarios including those of the International
Energy Agency (IEA), a commonly accepted source for the global energy sector. The four IEA scenarios, the Net Zero
All text to be supplied
Emissions by 2050 Scenario, Announced Pledges Scenario, Stated Policies Scenario and the Sustainable Development
Scenario, assess the impact of the energy transition on a wide range of industries with different regional impacts, including
the impact on energy demand and energy mix in different markets. However, as a predominantly oil producing company with
no downstream assets, the key material risk for our business remains oil price and to a lesser extent carbon price.
Our assessment reflects the impact of each scenario on the Group’s Operating Cash Flow (OCF) over 1, 5, and 10 years. The
choice of OCF instead of Net Present Value (NPV), which was used last year, has been made to reflect our Group Scorecard
and the guidance given to investors about our future financial performance in our Trading Statements. The OCF KPI reflects
our ability as a company to generate the cash we need to invest in the business and to finance the activities of the business.
Whilst the discounting of cash flows in the NPV calculation implicitly captured the different impacts of the scenarios over
time, we have chosen to make the changing impacts over time more explicit.
Refer to Note 26 for assessment of climate change risk on the Group’s Financial Statements.
OCF impact
1 Year
5 Year
10 Year
STEPS Stated Policies Scenario
APS
SDS
NZE
Announced Pledges Scenario
Sustainable Development Scenario
Net Zero Emissions by 2050 Scenario
IEA scenarios
(Real Terms 2020 $/bbl)
STEPS Stated Policies Scenario
APS
SDS
NZE
Announced Pledges Scenario
Sustainable Development Scenario
Net Zero Emissions by 2050 scenario
Tullow Planning Assumption ($65/bbl
flat nominal)
Positive impact
Loss of 0–10%
Loss > 10%
2022
2023
2024
2025
2026
2027
2028
2029
2030
2035
2040
2045
2050
66
65
64
62
62
68
65
63
59
61
69
66
62
55
60
70
66
61
52
59
72
66
60
49
58
73
66
59
46
57
74
67
58
42
55
76
67
57
39
54
77
67
56
36
53
80
66
55
33
48
83
65
53
30
44
85
65
52
27
40
88
64
50
24
36
Tullow complies with the TCFD disclosure recommendations fully within this Report and more comprehensively in our Climate
Risk and Resilience Report, see table below for information regarding these disclosures. Our Climate Risk and Resilience report
can be found at www.tullowoil.com/sustainability.
TCFD disclosures
Governance
Describe the Board’s oversight of climate-related risks and opportunities.
Describe the Management’s role in assessing and managing climate-related risks and opportunities
Strategy
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 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.
Risk
management
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.
Page 56–57
Page 57
Risks – Page 38
Opportunities – Page 4–5
Page 23
Page 146 (Note 26)
Page 23
Page 146 (Note 26)
Page 36–38, 40
Page 36–38, 40
Page 36–38, 40
Metrics and
Targets
Disclose the metrics used by the organisation to assess climate-related risks and opportunities, in line with its strategy and
risk management process.
OCF – Page 23
Emissions –Page 31–32
Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (GHG) emissions, and the related risks.
Page 31–32
Describe the targets used by the organisation to manage climate-related risks, opportunities, and performances against targets.
Page 14–15, 76, 82
Tullow Oil plc 2021 Annual Report and Accounts
23
STRATEGIC REPORT
Finance review
2021 financial results
Financial summary
2021
2020
Working interest production volume
(boepd)1
Sales volume (boepd)
Realised oil price ($/bbl)
Total revenue ($m)
Gross profit ($m)
Underlying cash operating costs
per boe ($/boe)1
Exploration costs written off ($m)
Impairment of property, plant and
equipment, net ($m)
Operating profit/(loss)($m)
Profit/(Loss) before tax ($m)
Loss after tax ($m)
Basic loss per share (cents)
Capital investment ($m)1
Adjusted EBITDAX ($m)1
Net debt ($m)1
Gearing (times)1
Free cash flow ($m)1
Underlying operating cash flow ($m)1
Pre-financing cash flow ($m)1
59,200
55,450
62.7
1,273
634
12.4
60
54
515
203
(81)
(5.7)
263
961
74,900
74,600
50.9
1,396
403
12.1
987
251
(1,018)
(1,273)
(1,222)
(86.6)
288
804
2,131
2,376
2.2
245
711
529
3.0
432
598
625
1. Alternative performance measures are explained and reconciled on pages
161 to 162.
Production and commodity prices
Group working interest production averaged 59,200 boepd,
a decrease of 21% for the year (2020: 74,900 boepd). The
decrease in production primarily resulted from the sale of
Tullow’s interests in Equatorial Guinea and the Dussafu Marin
Permit in Gabon in 1H21, and lower than expected production
from the TEN fields.
The Group’s realised oil price after hedging for the period
was $62.7/bbl and before hedging $70.3/bbl. (2020: $50.9/bbl
and $42.9/bbl respectively). There has been a strong recovery
in oil markets which has led to higher realised prices partially
offset by hedge losses, decreasing total revenue by
$153 million (2020: increased revenue by $219 million).
24
Tullow Oil plc 2021 Annual Report and Accounts
Profit and Loss
Revenue ($m)
Underlift/ Overlift income/
(expense) ($m)
Balance Sheet
Underlift ($m)
Overlift ($m)
2021
2020
1,273
1,396
20
27
(1)
(161)
20
(4)
Underlying cash operating costs, depreciation, impairments,
write-offs and administrative expenses
Underlying cash operating costs amounted to $269 million;
$12.4/boe (2020: $332 million; $12.1/boe). The reduction in
operating costs is mainly driven by the disposal of Equatorial
Guinea in 2021 ($23 million) and decrease in Facilities O&M
costs in Ghana ($47 million), offset by an increase in Gabon
mainly due to the costs relating to the Simba well which came
onstream in 2021 ($12 million).
Cash operating costs excluding COVID-19 operating
procedures and shuttle tanker operations in Ghana were
$12.1/boe (2020: $11.8/boe).
Depreciation, depletion and amortisation (DD&A) charges
on production and development assets amounted to
$361 million; $16.7/boe (2020: $446 million; $16.3/boe).
This increase in DD&A per barrel is mainly attributable
to a downward revision of TEN 2P reserves.
Administrative expenses of $64 million (2020: $87 million) have
decreased against the comparative period. In February 2020,
Tullow concluded its Business Review, which included a review
of the Group’s organisation structure and resources and
resulted in a significant headcount reduction. Furthermore,
the Group has focused on reducing non-payroll G&A costs
including outsourced information systems expenses,
professional fees and office rent. However, this is partially
offset by the adverse GBP:USD FX variance in 2021. During
2021, Tullow met its $125 million cost savings target by
delivering $127 million in cash savings and is expected to
deliver in excess of this in 2022 and beyond.
The Group recognised a net impairment charge on producing
assets of $54 million in respect of 2021 (2020: $251 million).
Impairments primarily related to the TEN fields following
reduced 2P reserves and higher capital expenditure offset
by higher price assumptions and lower expected future
decommissioning costs. The TEN fields’ impairment was
offset by impairment reversals on the non-operated fields
associated with increased 2P reserves and higher
price assumptions.
Impairment of property, plant
and equipment (PP&E)
Pre-tax impairment of PP&E,
net ($m)
Associated deferred tax credit ($m)
Post-tax impairment of PP&E,
net ($m)
2021
2020
54
(21)
33
251
(68)
183
The total exploration cost written off for the year ended
31 December 2021 was $60 million (2020: $987 million),
predominantly driven by the write-off of the GVN-1 well
costs and licence costs of Blocks 47 and 54 in Suriname. The
remaining write-offs comprise of licence level costs associated
with Peru, Comoros, Côte d’Ivoire and Namibia due to no
planned activity and licence exits. This is partially offset by a
release of an indirect tax provision following settlement in
Uganda relating to its disposal in 2020.
Exploration costs written off
Exploration cost written off ($m)
2021
60
2020
987
Asset disposals
In March 2021, the Group completed the sale of its assets
in Equatorial Guinea with a cash consideration received of
$88.9 million. This transaction included contingent future
payments of up to $16.0 million which are linked to asset
performance and oil price. As per the SPA, a further $5.0 million
of additional consideration was also received on completion
of the sale of the Dussafu Marin Permit in Gabon.
In June 2021, the Group completed the asset sale of the
Dussafu Marin Permit in Gabon with a cash consideration
received of $39.0 million. This transaction included contingent
future payments of up to $24.0 million which are linked to
asset performance and oil price.
Tullow received $75 million (net of $7 million indemnity
provision relating to tax audits) from Total following a Final
Investment Decision (FID) for the Lake Albert Development
in Uganda on 16 February 2022.
Derivative financial instruments
Tullow continues to undertake hedging activities as part of the
ongoing management of its business risk to protect against
commodity price volatility and to ensure the availability of
cash flow for re-investment in capital programmes that are
driving business delivery.
At 31 December 2021, Tullow’s hedge portfolio provides
downside protection for 75% of forecast production entitlements
through to May 2023 and 50% for a further 12 months to May 2024.
Since completion of the comprehensive debt refinancing in May
where increased hedges for May 2021 to May 2024 (75%, 75%,
50%) were a requirement, new hedges have been placed with
$55/bbl floors and weighted average sold calls of c.$76/bbl for
the period January 2022 to May 2024. The strong recovery in oil
prices allowed the Group to secure sold calls above $95/bbl by
the end of the hedging programme implementation.
All of the Group’s derivatives are Level 2 (2020: Level 2). There
were no transfers between fair value levels during the year.
At 31 December 2021, the Group’s derivative instruments had
a net negative fair value of $180 million (2020: net positive
$2 million).
2021 hedge position
Bought
put (floor)
bopd
Sold call
Bought
call
Collars
39,000
$48.12
$66.47
—
Three-way collars
(call spread)
1,000
$50.00
$72.80
$82.80
Total/weighted average
40,000
$48.17
$66.63
$82.80
Hedge position
at 31 December 2021
2022
2023
2024
Hedged volume (kbopd)
42,500
33,100
11,300
Weighted average bough put
(floor) ($/bbl)
Weighted average sold call
($/bbl)
$51/bbl
$55/bbl
$55/bbl
$78/bbl
$75/bbl
$75/bbl
Net financing costs
Net financing costs for the year were $312 million (2020:
$255 million). The increase in financing costs during the
period is mainly driven by finance fees, such as legal and
advisor fees related to the assessment of alternative
refinancing options of the extinguished RBL Facility directly
expensed to the income statement ($18 million), as well as
increased average cost of debt following completion of the
refinancing transactions in May 2021, partly offset by the
net gain on early settlement and derecognition of the RBL
Facility and the 2022 Notes ($8 million credit).
Net financing costs include interest incurred on the Group’s
debt facilities, foreign exchange gains/losses, the unwinding
of discount on decommissioning provisions, and the net
financing costs associated with lease assets. These costs are
offset by interest earned on cash deposits. A reconciliation
of net financing costs is included in Note 5.
Taxation
The net tax expense of $283 million (2020: credit of
$52 million) primarily relates to tax charges in respect of
the Group’s production activities in West Africa, as well as
UK decommissioning assets, reduced by deferred tax credits
associated with exploration write-offs, impairments and
provisions for onerous service contracts.
Based on a profit before tax for the period of $203 million
(2020: loss of $1,273 million), the effective tax rate is 139.8%
(2020: 4.1%). After adjusting for non-recurring amounts related
to restructuring costs, exploration write-offs, disposals,
impairments, provisions for onerous service contracts and
their associated deferred tax benefit, the Group’s adjusted
effective tax rate is 117.0% (2020: 35.6%). The adjusted effective
tax rate has increased primarily due to there being no UK tax
benefit from net interest and hedging expenses of $417 million,
compared to net profits of $16 million arising on hedging gain
and net interest in 2020. Non-deductible expenditure in Ghana,
the change in mix of taxable and non-taxable profits in Gabon,
prior year adjustments and taxes on uncertain tax treatments
are additional contributing factors.
Tullow Oil plc 2021 Annual Report and Accounts
25
STRATEGIC REPORT Finance review continued
Taxation continued
The Group’s future statutory effective tax rate is sensitive to
the geographic mix in which pre-tax profits and exploration
costs written off arise. Unsuccessful exploration is often
incurred in jurisdictions where the Group has no taxable
profits such that no related tax benefit results. Consequently,
the Group’s tax charge will continue to vary according to the
jurisdictions in which pre-tax profits and exploration costs
write-offs occur.
Analysis of effective tax rate
($m)
Profit/
(loss)
before tax
Tax
(expense)/
credit
Effective tax
rate
Ghana
FY 2021
450.9
(163.3)
36.2%
FY 2020
0.4
0.6
(139.2)%
Gabon
FY 2021
178.3
FY 2020
Equatorial Guinea
FY 2021
FY 2020
46.1
15.5
18.6
(88.5)
(34.6)
(5.4)
0.8
49.6%
75.2%
35.0%
(4.1)%
Corporate
FY 2021
(386.0)
(41.8)
(10.8)%
FY 2020
(25.8)
8.1
31.3%
Other non-operated
and exploration
FY 2021
(0.4)
(3.6) (1,033.9)%
FY 2020
(20.1)
4.0
(20.0)%
Total
FY 2021
258.4
(302.7)
117.1%
FY 2020
59.4
(21.1)
35.6%
Loss after tax from continuing activities and loss per share
The loss for the year from continuing activities amounted to
$81 million (2020: $1,222 million loss). Basic loss per share
was 5.7 cents (2020: 86.6 cents loss per share).
Reconciliation of net debt
Year end 2020 net debt
Sales revenue
Operating costs
Other operating and administrative expenses
Cash flow from operations
Movement in working capital
Tax paid
Purchases of intangible exploration and evaluation
assets and property, plant and equipment
Other investing activities
Other financing activities
Foreign exchange loss on cash
Year end 2021 net debt
$m
2,375.6
(1,273.2)
268.7
109.2
(895.3)
52.3
56.1
236.5
(134.8)
447.4
(6.9)
2,130.9
Capital investment
Capital expenditure amounted to $263 million (2020: $288 million)
with $205 million invested in production and development
activities and $58 million invested in exploration and
appraisal activities.
26
Tullow Oil plc 2021 Annual Report and Accounts
Tullow will continue to maintain capital discipline primarily
directing investment towards maximising value from the Group’s
producing assets. The Group’s 2022 capital expenditure is
expected to total c.$350 million and comprises Ghana
capex of c.$270 million, West Africa non-operated capex
of c.$30 million, Kenya capex of c.$5 million, and exploration
spend of c. $45 million.
Borrowings
On 17 May 2021, the Group completed a comprehensive
refinancing of its debt with the issuance of five-year $1.8 billion
Senior Secured Notes (2026 Notes) and a new undrawn
$500 million Super Senior Revolving Credit Facility (SSRCF)
which will be primarily used for working capital purposes.
The 2026 Notes have been used to (i) repay all amounts
outstanding under, and cancel all commitments made
available pursuant to, the Group’s RBL Facility, (ii) redeem in
full the Group’s senior notes due 2022, (iii) repay in full and
cancel the Group’s convertible bonds and (iv) pay fees and
expenses incurred in connection with the transactions.
The 2026 Notes, maturing in May 2026, require an annual
prepayment of $100 million of the outstanding principal
amount plus accrued and unpaid interest with the balance
due on maturity.
The Senior Notes due 2025 is payable in a single payment in
March 2025.
The Revolving Credit Facility, maturing in December 2024,
comprises (i) a $500 million revolving credit facility and (ii)
a $100 million letter of credit facility.
The 2026 Notes and the SSRCF are senior secured obligations
of Tullow Oil Plc and are guaranteed by certain of the
Group’s subsidiaries.
Credit ratings
Tullow maintains corporate credit ratings with Standard & Poor’s
(S&P’s) and Moody’s Investors Service (Moody’s).
On 5 February 2021, S&P’s placed Tullow’s CCC+ corporate
credit rating and CCC+ ratings for bonds maturing in 2022
and 2025 on negative credit watch to reflect the uncertainty
associated with ongoing debt refinancing discussions at the
time. On 18 May 2021, S&P’s upgraded Tullow’s corporate
credit rating to B-, removed the rating from negative credit
watch and revised the outlook to stable. At the same time
S&P’s assigned a B- rating to the $1.8 billion 2026 Notes
and confirmed the CCC+ rating of the $800 million Senior
Notes maturing in 2025.
On 29 April 2021, Moody’s assigned and placed under review
for upgrade a B3 rating to the $1.8 billion 2026 Notes, and at
the same time placed Tullow’s Caa1 corporate credit rating
under review for upgrade. Moody’s confirmed their Caa2
ratings of the Senior Notes maturing in 2022 and 2025.
On 20 October 2021, Moody’s upgraded Tullow’s corporate
credit rating to B3 with stable outlook from Caa1 under review
for upgrade, and at the same time upgraded its rating of the
$1.8 billion Senior Secured Notes to B2 with stable outlook
from B3 under review for upgrade. Moody’s also affirmed their
Caa2 rating of the Senior Notes maturing in 2025.
Events since 31 December 2021
Adjusting events
On 15 February 2022 a panel of arbitrators, working under
the jurisdiction of Norwegian law, delivered an award in favour
of HiTec Vision (HiTec) in relation to its dispute with Tullow
(Award). The panel had been asked to adjudicate as to
whether discoveries made in the PL-537 Licence (Offshore
Norway) between 2013 and 2016 had triggered a further
payment under the SPA between Tullow and HiTec regarding
the purchase of Spring Energy in 2013. With the Award, the
panel has decided by way of split decision that conditions for
a further payment outlined in the SPA were met. The Tribunal
ruled that Tullow should pay $76 million. This amount also
includes interest and costs. This has been recognised in the
balance sheet as a liability as at 31 December 2021.
Non-adjusting events
FID for the Tilenga Project in Uganda and the East African
Crude Oil Pipeline (EACOP) as reported by Total Energies Ltd on
1 February 2022 triggered a contingent consideration payment of
$75 million (net of $7 million indemnity provision relating to tax
audits) in relation to Tullow’s sale of its assets in Uganda to Total
in 2020 which was received on 16 February 2022. This was
recognised as a current receivable as at 31 December 2021.
There have not been any other events since 31 December 2021
that have resulted in a material impact on the year end results.
Liquidity risk management and going concern
Assessment period and assumptions
The Directors consider the going concern assessment period
to be up to 31 March 2023. The Group closely monitors and
manages its liquidity headroom. Cash forecasts are regularly
produced and sensitivities run for different scenarios including,
but not limited to, changes in commodity prices, different
production rates from the Group’s producing assets and
different outcomes on ongoing disputes or litigation.
Management has applied the following oil price assumptions
for the going concern assessment:
- Base Case: $76/bbl for 2022, $71/bbl for 2023.
- Low Case: $60/bbl for 2022, $60/bbl for 2023.
- The Low Case includes, in addtion to lower oil price
assumptions, a 5% production decrease and 12% increased
opex compared to the Base Case as well as increased
outflows associated with an ongoing disputes.
On 17 May 2021, the Group announced the completion of its
offering of $1.8 billion 2026 Notes. The net proceeds, together
with cash on balance sheet, have been used to (i) repay all
amounts outstanding under, and cancel all commitments
made available pursuant to, the Company’s RBL Facility,
(ii) redeem in full the Company’s senior notes due 2022, (iii) at
maturity, repay in full and cancel the Company’s convertible
bonds due 2021 and (iv) pay fees and expenses incurred in
connection with the transactions. The Group also entered into
a $500 million Super Senior Revolving Credit Facility (SSRCF)
which is undrawn and will be primarily used for working
capital purposes. The 2026 Senior Notes and the SSRCF do
not have any maintenance covenants (disclosure of key
covenants and the determination of availability under the
SSRCF are provided in note 18). Following completion of these
transactions the Directors have concluded that the material
uncertainties noted in the 2020 Annual Report and Accounts,
associated with implementing a Refinancing Proposal and
obtaining amendments or waivers in respect of covenant
breaches or, in the event a Refinancing Proposal is
implemented, the revised covenants are subsequently
breached, no longer exist.
The Group had $0.9 billion liquidity headroom of unutilised
debt capacity and non restrictive cash as at 31 December 2021.
The Group’s forecasts show that the Group will be able to
operate within its current debt facilities and have sufficient
financial headroom for the going concern assessment period
under its Base Case and Low Case. These forecasts show full
availability of the $500 million SSRCF, which under the
Base Case remains undrawn. Furthermore management
has performed a reverse stress test and the average oil price
throughout the going concern period required to reduce
headroom to zero during the assessment period is $39/bbl.
Based on the analysis above, the Directors have a reasonable
expectation that the Company has adequate resources to
continue in operational existence for the foreseeable future.
Thus, they have adopted the going concern basis of
accounting in preparing the year end results.
Tullow Oil plc 2021 Annual Report and Accounts
27
STRATEGIC REPORT Sustainability
Sustainability as a key
to a better future
Tullow’s purpose is to build a better future through
responsible oil and gas development. Through our activities,
we help address global energy demand in a safe, cost-efficient
and environmentally and socially responsible way. We form
close relationships and partnerships in our host countries in
Africa and South America and our activities generate significant
economic and social value, advancing national development
priorities, creating local business and investment opportunities
and helping to build local skills and capabilities.
Sustainability is embedded across the business through the
implementation of our strategy, management standards,
governance and audits. Our approach considers the
expectations of our key stakeholder groups, including our host
governments and communities, colleagues, shareholders and
the financial markets and suppliers, as well as important
topics for the sector defined by the International Petroleum
Industry Environmental Conservation Association (IPIECA)
and at a global level by the UN in the form of the Sustainable
Development Goals (SDGs). Our sustainability framework
comprises of four pillars which combine the inputs and
expectations of all these groups. The material topics
which reflect our most important social and environmental
impacts were reviewed and approved by our Senior
Leadership Team in 2021.
Safe Operations
Shared Prosperity
Environmental
Stewardship
Equality and
Transparency
Material topics
- Employee health
and safety
Material topics
- Local content
and capacity
- Process safety
- Community development
- Emergency response
- Social investment
Material topics
- Climate change
- Biodiversity
- Spills
- Waste
Material topics
- Compliance
- Anti-corruption
- Human rights
- Inclusion and diversity
- Tax transparency
Read more: 29
Read more: 30
Read more: 31 and 32
Read more: 33,34,and 35
Tullow supports the following standards and partnerships:
28
Tullow Oil plc 2021 Annual Report and Accounts
Safe Operations
2021 highlights
- 75% reduction in total recordable injuries compared
to 2020
- 55% reduction in High Potential Incidents compared
to 2020
- Zero Tier 1 and zero Tier 2 Loss of Primary Containment
(LOPC) releases
- Three years of operations without a Lost Time Injury
at our Jubilee FPSO Kwame Nkrumah
- All operational workforce trained in Process Safety
Fundamentals
- Seven wellness programme events attended per
employee, on average
Tullow is committed to the highest standards of health and
safety and we strive every day to maintain a positive safety
culture across our business. We work hand in hand with our
contractors to ensure compliance with laws and regulations
governing safe working.
Occupational health and safety
In 2021, we stepped up our safety training programmes to
reinforce our culture of safe working and further embed safe
working practices in line with our safety management system
and International Association of Oil and Gas Producers (IOGP)
Life Saving Rules implementation. Our focus was on renewed
safety leadership across all parts of the business with the
personal involvement of Tullow leaders, including site visits to
our operations in Ghana by our CEO, Rahul Dhir. Overall, we
saw a marked improvement in safety performance in 2021,
reversing a concerning dip in performance in 2020.
Safety performance
2021
2020
2019
Lost Time Injuries
Frequency (LTIF)
Total Recordable Injuries
Frequency (TRIF)
High Potential Incident
Frequency (HiPoF)
0.21
0.32
0.09
0.43
1.27
0.56
1.06
1.74
1.39
Workforce fatalities
0
0
0
Process safety
In 2021, we maintained a strong level of Process Safety
performance with zero Tier 1 and zero Tier 2 Process
Safety Events (PSE) related to Loss of Primary Containment
(LOPC) releases.
Process safety events (PSE)
2021
2020
2019
Tier 1
Tier 2
Total
0
0
0
0
4
4
1
3
4
In 2021, we commenced a Process Safety Fundamentals (PSF)
programme, based on the IOGP PSF framework, throughout
the organisation. We trained all our operational workforce,
including our direct employees and contractors, on the PSFs.
To support the roll-out, we nominated PSF champions at our
sites and held monthly events for deep dives on each of the
PSFs, sharing best practice, discussing further integration
into daily ways of working and ensuring the same high level
of understanding and engagement for all our workforce
at all locations.
Asset protection and emergency response
We are committed to maintaining and enhancing our ability
to respond rapidly to unforeseen events in order to maintain
business continuity and minimise negative impacts on people,
the environment, our physical and intellectual assets, and our
reputation. In 2021, we maintained emergency response
training and exercises involving credible emergency
scenarios. Extensive well capping, containment and oil spill
response training was conducted and followed by a major
exercise to test all parts of our response capability.
COVID-19 response and wellness programme
During 2021, we continued to operate in accordance with
relevant regulations and guidance relating to COVID-19 safety
measures to keep our colleagues, contractors and visitors
safe. Office-based colleagues worked from home during
intermittent closures, and we provided support to help them
deal with the challenges and higher stress levels that
characterised this period. We also assisted colleagues and
contractors who were away from home for extended periods
of time due to travel restrictions and quarantining rules.
We supported access to COVID-19 vaccines and strongly
encouraged our teams to be vaccinated. Additionally, our
wellness programme continued throughout 2021, offering
a range of talks and activities with expert speakers and
instructors, placing emphasis on assisting colleagues
navigate the challenges of the COVID-19 pandemic. We held
our annual global Wellness Fortnight in November 2021,
bringing the entire company together to participate in multiple
health and wellness activities. The 2021 wellness programme
attendee count was more than 2,500 throughout the year
which is on average seven different activities per employee.
Tullow Oil plc 2021 Annual Report and Accounts
29
STRATEGIC REPORT In Guyana, we continued to support STEM Guyana, to launch
a Virtual Academy programme, rolling out 20 learning pods
to enable continuity of education during the pandemic for
vulnerable children, reaching 500 pupils with almost 80% of
them gaining positive results in national assessments and
advancing to the country’s leading secondary schools to
continue their studies.
Contributing to enterprise development
The Fishermen’s Anchor Project is a micro credit scheme
funded by Tullow Ghana and JV Partners and administered
by Opportunities Industrialization Center International.
The Project aims to provide critical financial support to
existing and new businesses in the fishing sector to boost
economic activity in coastal districts over a five-year period.
To date over 700 loans to a value of $267,000 have been
granted to fish processing and fishing/agriculture businesses;
over 90% of these businesses are owned by women. In addition
over 380 individuals received training and 280 individuals
received business development support.
Optimising local content
As a large operator in our host countries, we leverage our
spending power to benefit local businesses and their
participation in regional and national economies. Tullow
Ghana’s local supplier spend in 2021 was $204 million,
which constitutes 99% of Tullow’s overall local supplier spend.
This year, we adopted a refreshed strategy with the principal
goal of increasing contract awards and spend with indigenous
Ghanaian companies. We made progress through supporting
the Ghana Petroleum Commission to launch the Business
Academy Partnership to help meet the training and
development needs of local suppliers. During 2021, the
Academy delivered five training workshops to more than
700 local suppliers and other participants. Additionally,
Tullow supported finance training and mentoring programmes
through Invest in Africa and Accenture in Ghana which
benefitted hundreds of current and potential suppliers.
Also in 2021, Tullow took delivery of the Flat Confidence
vessel, the first Ghanaian-owned, Ghanaian-flagged and
Ghanaian-crewed marine vessel to support offshore activities
in the oil and gas industry in Ghana. The Flat Confidence
was acquired by Flat C Marine Offshore Limited following a
long-term contract awarded by Tullow Ghana. This enabled
Flat C Marine Offshore Limited to raise financing to procure
the vessel which is now active in the Jubilee and TEN fields.
The completion of the Flat Confidence vessel reflects Tullow’s
commitment to investing in capability growth in the Ghanaian
marine sectors. In late 2021, Tullow Ghana awarded a second
contract to another supplier to deliver a similar vessel in
the next 12-18 months.
Sustainability continued
Shared Prosperity
2021 highlights
- $207 million local supplier spend in 2021, bringing total
five-year local spend to $1.2 billion
- Launch of Flat Confidence, first 100% Ghanaian owned,
crewed and flagged vessel contracted to support
offshore operations in Ghana
- Over 700 loans worth $267,000 granted to Ghanaian
fishing sector businesses alongside business training
and development support
- Over 700 local suppliers trained on Industry best practice
with the Petroleum Commission/ Tullow Business
Academy in Ghana
- Over 7,800 students across Ghana, Kenya, Guyana and
Suriname benefitted from our range of initiatives
supporting access to educational programmes and
schooling facilities
Shared Prosperity is a core pillar of our Sustainability
Framework. Tullow is committed to investing in (1) local
content and creating conditions to enable local companies
to participate in our supply chain; (2) education and skills
development to enhance employability; (3) enterprise
development including supporting agricultural livelihoods
to increase local entrepreneurship; and (4) mitigating
environmental and social impacts. We engage thoughtfully
and consistently to understand how our operations contribute
to broader governmental aims and affect local communities
wherever we operate. In 2021, for example, Tullow consulted
with 115 communities around our Jubilee and TEN operations,
including over 5,000 beneficiaries of our social investment
activities to review impact mitigation initiatives and social
investment programmes. In Kenya, we engaged with the
National Environmental Management Authority to reach an
agreement on waste management consolidation and started
new project disclosure and consultations on the Midstream,
Upstream and Water pipeline Environmental and Social
Impact Assessment.
Education and skills development
In 2021, Tullow advanced continuing and new initiatives to
encourage more young people to gain education in STEM
and broaden their career options. In Ghana, we completed
construction of accommodation blocks at three schools for
more than 1,100 pupils which will improve access to education
and attendance, as part of our five-year $10 million commitment
to senior high school infrastructure. In partnership with Youth
Bridge Foundation, the Tullow STEM Radio School continued
to broadcast STEM lessons to over 1,300 high school pupils
across Ghana. Additionally, with Tullow’s support, Youth
Bridge helped prepare over 1,400 final year junior high school
pupils for the 2021 Basic Education Certificate Examination.
30
Tullow Oil plc 2021 Annual Report and Accounts
Environmental Stewardship
2021 highlights
- In March 2021 Tullow set its goal to achieve Net Zero by
2030 (Scope 1 & 2 net equity emissions)
- Discussions with Ghana Forestry Commission and Terra
Global to identify offset projects that support Ghana’s
Reduced Emissions from Deforestation and forest
Degradation (REDD+) strategy and support delivery of
Tullow’s Net Zero commitment
- Over 65% reduction in emissions from non-routine flaring
associated with unplanned outages
- 88% reduction in water consumption per tonne of
hydrocarbon produced
- 74% reduction in hazardous waste generation in our
Ghana operations
- 82% reduction in Scope 2 emissions over the last four years
- Appointment of Terra Global to support carbon
offsetting work
Tullow supports the goals of the Paris Agreement of 2015 to
hold the increase in the global average temperature to well
below 2°C and pursue efforts to limit the temperature
increase to 1.5°C above pre-industrial levels. Tullow has
committed to becoming a Net Zero Company by 2030 on our
Scope 1 and 2 GHG emissions on a net equity basis through a
combination of decarbonising our operated and non-operated
assets and identifying nature-based solutions to offset our
hard to abate emissions. Additionally, we are prioritising
decarbonisation of our operations with a target to reduce
emissions across our portfolio by at least 40% by 2025 on
a net equity basis against a 2020 baseline. In creating our
pathway to Net Zero, the primary focus will be on our
operations in Ghana, where we have the greatest ability
to influence the decarbonisation efforts.
Tullow’s Net Zero pathway
Supported by our internal Net Zero Task Force and approved
by our Board of Directors and Senior Leadership Team, we
have defined a clear pathway to achieving our Net Zero target.
2030 Net Zero Pathway (Scope 1 & 2)
Operated
(c.75%)1
Jubilee and TEN
decarbonisation
initiatives
Non-operated
emission
abatement
projects
NPV+
decarbonisation
projects
Non-operated
(c.25%)
1. Net equity basis.
2025
This comprises two main initiatives, in addition to ongoing
carbon efficiency projects throughout our operations,
as follows:
- Decarbonisation initiatives: through the elimination of
routine flaring of gas from our Jubilee and TEN fields
by 2025, we will reduce GHG emissions by at least 40%
from a 2020 baseline. The majority of spend linked to these
decarbonisation initiatives will be expended before 2025.
- Nature-based carbon offsets: by investing in verified
nature-based carbon offset projects initially in Ghana,
we will offset hard to abate GHG emissions. Partnering
with Terra Global allows Tullow to mitigate exposure to
medium to long-term changes in offset costs.
Decarbonisation initiatives
Our effort to progress towards our goal of eliminating routine
flaring by 2025 is on course to be delivered. Implementation of
the changes necessary to eliminate routine flaring for our Ghana
assets requires the shutdown of operations at each site to
allow for switching out core equipment and other upgrades.
Routine flaring elimination and flare reduction rates on the
Jubilee FPSO will be achieved through re-motoring and
re-wheeling of high-pressure compressors alongside an
expansion of gas compression and processing capacity, and
higher produced water treatment capacity. The compressor
upgrade and capacity expansion are scheduled to be
completed during 2023. On the TEN FPSO, routine flaring
elimination will be achieved through gas flow modification to
allow low-pressure gas to be processed without the need for
flaring. Work on this initiative will start in early 2022 and will
be completed during a planned maintenance shutdown in
2023. We are also working with the operators of our non-
operated assets to identify decarbonisation initiatives and
have already reduced routine flaring on some assets in our
Gabon portfolio. In 2022 we have budgeted a study to re-route
gas from Simba to Tchatamba for power generation and if
sanctioned this will allow to reduce flaring at the Simba field.
Nature-based carbon offsets
We plan to address our residual, hard to abate emissions
through the implementation of a diversified portfolio of
nature-based carbon offset projects, initially in Ghana. This
year we appointed Terra Global, a global leader in sustainable
forest and agriculture programme development, to advise on
the selection of suitable projects for financing and implementation
that will be independently verified and assured under leading
third-party carbon standards. Terra Global will assist with the
identification of potential initiatives that support Ghana’s
REDD+ strategy, other natural resource management and
rural development policies. Through discussions with Terra
Global and the Ghana Forestry Commission we target to
deliver, by 2030, a portfolio of projects that will generate
credits to offset emissions of 600,000 tCO2e annually.
Nature-based
offsets to
mitigate
residual
emissions
2030
Climate risk and resilience reporting
Our detailed plans for achieving Net Zero and managing
climate risks for our business are laid out in our second
annual Climate Risk and Resilience Report, prepared in line
with the Task Force on Climate-Related Financial Disclosures
(TCFD) recommendations, which can be found at
www.tullowoil.com/sustainability.
Tullow Oil plc 2021 Annual Report and Accounts
31
STRATEGIC REPORT Water efficiency and waste management
Over the past year, we have reduced our total water consumption
by 88% on a per tonne of hydrocarbon produced basis, due to
continuous efficiency measures in our operations. More than
68% of our water withdrawal is seawater and we withdraw
zero water from fresh water sources. Overall, our waste
generation on a per tonne basis has remained stable at
modest levels over the past five years. More than 83% of
our waste is recycled, reused or treated and less than 11%
is landfilled.
Biodiversity
Tullow strives to minimise negative impacts on biodiversity at
the planning, exploration, development and decommissioning
phases of our activities. In 2021, we continued to progress
decommissioning activities in Mauritania following cessation
of activity in non-operated areas in 2014, and in the United
Kingdom, following cessation of production in 2018.
We also make efforts to protect biodiversity through
restoration initiatives. In 2021, Tullow began a collaboration
with the National Agricultural Research and Extension
Institute (NAREI) in Guyana to support the restoration of
mangroves which are endangered by human activities.
Mangroves play an important role in carbon sequestration
while supporting coastline safety for Guyana’s coastal
communities. Tullow’s collaboration supports the planting
of spartina grass sprouts to rehabilitate the area and the
planting of locally grown black mangrove seedlings.
The first phase of this mangrove restoration programme
was completed in 2021 along 0.5 km of coastline and the
second phase will progress in 2022.
Sustainability continued
Environmental Stewardship
continued
Carbon efficiencies in 2021
We continue to drive carbon efficiencies through our
operations, resulting in a reduction in Scope 2 greenhouse
gas emissions over the past four years (530 tCO2e in 2021,
compared to 2,996 tCO2e in 2018). Our main office in the UK
utilises 100% renewable wind energy, which has eliminated
our Scope 2 emissions in the UK. Further reductions in total
Scope 1 and 2 emissions will be realised with the
implementation of our pathway to Net Zero by 2030 as
described on page 31. However, as a result of our continued
need to flare, our emissions intensity relative to production
grew from 29 kg CO2e/boe in 2020 to 35 kg CO2e/boe this year.
We are committed to transparent disclosures of our emissions
on both an operated and net equity basis, and are continuing
to report Scope 3 emissions from our non-operated portfolio.
We recognise that Scope 3 emissions often represent a large
component of an organisation’s GHG emissions, and are
continuously working to better understand the emissions within
our value chain and expand our disclosure accordingly.
Total air emissions:
thousand tCO2e
2021
2020
2019
2018
2017
Group Scope 1
2,234
2,040 1,072 1,046 1,424
Group Scope 2
0.5
1.28
1.69
3.00 2.93
Total Group
2,235
2,041 1,074 1,049 1,427
Group emissions
intensity kg CO2e/boe
Group energy use
(GWh)
UK air emissions:
thousand tCO2e
UK Scope 1
UK Scope 2
UK energy use (GWh)
35
29
–
–
–
2,968
2,682 2,862 2,707 2,232
2021
2020
2019
2018
2017
0.11
0
1.7
0.27
0.57
3.6
0.24
0.71
4.0
–
–
–
–
–
–
1. GHG Data is from controlled operations and the calculation methodology
can be found in the Basis of Reporting and GHG Calculation Methodology
documents at www.tullowoil.com/sustainability.
2.
Integrated Reporting & Assurance Services (IRAS) has provided independent
assurance over Scope 1 and 2 emissions.
Details of our Scope 1, 2 and 3 greenhouse gas emissions
for the years 2017–2021 on both an operated and net equity
basis can be found in our Sustainability Performance
Data workbook at www.tullowoil.com/sustainability.
32
Tullow Oil plc 2021 Annual Report and Accounts
Equality and Transparency
2021 highlights
- $445 million total socio-economic contribution in our host
countries, bringing total five-year socio-economic
contribution to $2.9 billion
- $234 million paid to host countries in taxes
- 13 ‘Speak Up’ cases, of which 3 substantiated or partially
substantiated
- 29% women colleagues overall, with Senior Management
roles held by 10% women (compared to 30% and 18%
respectively in 2020)
- Senior Management roles held by 10% African (compared
to 9% in 2020)
- Localisation in Ghana at 75% with target to achieve 90%
Socio-economic contribution
Our annual Payments to Governments Report provides details
of all mandatory and voluntary payments. Our payments to
governments, including payments in kind, amounted to
$234 million in 2021 (2020: $375 million). Total payments to all
major stakeholder groups including suppliers and communities,
as well as governments, brought our total socio-economic
contribution to $445 million (2020: $542 million). In addition
to payments to governments, this included $207 million
spent with local suppliers, and $4 million in discretionary
spend on social projects. Our total payments made to the
Ghanaian Government in 2021 amounted to $172 million
(2020: $180 million).
Ethical conduct, compliance and human rights
Our Code of Ethical Conduct governs the way we work and
reflects our zero tolerance for bribery, corruption and other
forms of financial crime as well as our position and controls
with regards to human rights, lobbying and advocacy,
prevention of the facilitation of tax evasion, anti-slavery and
data privacy. All individuals and organisations involved in
Tullow’s extended supply chain and operations are
contractually required to meet the standards of our Code of
Ethical Conduct, and we conduct risk-based third-party due
diligence to assess related risks. In 2021, we revised our Code
of Ethical Conduct to include Tullow’s refreshed purpose and
values, and developed a new online e-learning training course
for all Tullow colleagues. 100% of Tullow colleagues completed
the required annual Code of Ethical Conduct e-learning, and
signed an acknowledgment, a declaration of how they have
upheld the Code of Ethical Conduct through the year.
We urge our colleagues to ‘Speak Up’ if they observe
misconduct or behaviour that they believe is not in alignment
with our Code of Ethical Conduct. Our independent, external
integrity reporting mechanism (Safecall) is available 24/7 in
several languages. All reported cases are reviewed and
investigated by our Ethics & Compliance Team (E&C), with
regular summary updates provided to the Audit Committee
and the Board of Directors.
I
S
T
R
A
T
E
G
C
R
E
P
O
R
T
Supply chain 8
Speaking up cases
Corruption 2
Fraud 1
H.R./Workplace Conduct 2
13 speaking up cases
62+
Tullow’s human rights policy is aligned with leading
international human rights instruments such as the Universal
Declaration of Human Rights, the UN Guiding Principles on
Business and Human Rights, the Voluntary Principles on
Security and Human Rights (VPSHR) and the ILO Declaration
on Fundamental Principles and Rights at Work and related
ILO conventions. For more information about our
implementation of human rights, please see our Modern
Slavery Act Transparency Statements.
Transparency and disclosure of payments
Transparency regarding payments to governments is an
important way to promote honesty in our industry, mitigate
corruption and support inclusive development. Tullow has
been a corporate supporter/member of the Extractive
Industries Transparency Initiative (EITI) since 2011.
Tullow Oil plc 2021 Annual Report and Accounts
33
15
+
8
+
15
+
+
O
Sustainability continued
Equality and Transparency
continued
Our people
We ended the year 2021 with 353 colleagues, 62% fewer than
five years ago.
Tullow employees 2017–2021
922
893
879
Employee engagement
Compensation
Salary
Bonus
Share Schemes
Culture
Our Values / beliefs
Our reputation
Leadership
Communication
Recognition
Employee Value
Proposition
410
353
Work environment
Challenge
Performance Standards
Flexibility
Benefits
Healthcare
Pensions
Holiday
Allowances
and Benefits
Professional
development
Career development
Performance
Management
2017
2018
2019
2020
2021
Right-sizing our organisation to support our new business
strategy has been difficult, both for those who left the
organisation and for those who stayed through our
transformation. In all decisions, we took a considered and
equitable approach to restructuring the workforce, focusing
on retention of skills needed to support ongoing value
creation for all stakeholders, while considering our linked
objectives of diversity and localisation. For those who left
Tullow, we provided enhanced redundancy terms including
extended notice periods wherever possible and supported
colleagues with assistance packages to help them through
the transition.
In 2021, as part of our restructuring processes, we adjusted
our compensation packages to ensure they were market
competitive and introduced a continuous performance
management process to enable the differentiation of
performance and allocation of bonus pay in line with overall
company results. We introduced a new cash Health Plan
which UK colleagues can join and allows them to claim money
back towards the cost of managing and maintaining everyday
health and wellbeing. In 2021, we also updated our company-
wide Smart Working policy to enable greater flexibility for
working from home, managing work hours and working a
flexible week.
During 2021, we enhanced our offerings and processes to
support our Employee Value Proposition (EVP), launched in
2020. We conducted two surveys amongst permanent employees
and an improvement in average positive scores reflected a
clearer understanding of our purpose and strategy, a greater
sense of stability and an appreciation of initial EVP initiatives.
Actions are being implemented to improve the lower scoring
areas as well as to continue to drive the increased positivity.
Summary Results from our Employee Value Proposition Survey in August 2021
EVP Category
Culture and Values
Professional development
Working environment
Visible leadership
Total survey
Positive
responses*
Change from
March 2021
64%
69%
68%
61%
66%
+10%
+2%
+9%
-4%
+4%
* Responses were evaluated for positive, neutral and negative responses.
34
Tullow Oil plc 2021 Annual Report and Accounts
% of local nationals employed in Ghana
(includes Tullow colleagues and contractors)
75%
81%
79%
76%
75%
2017
2018
2019
2020
2021
Leadership, performance and professional development
In 2021, we embarked upon an organizational capability
review process for the 24 senior leaders across our business.
The review will assist us in reinforcing our leadership team
as a key enabler of Tullow’s ability to deliver on our purpose
and strategy in the coming years. Additionally, across the
organisation, we placed a specific focus on reinforcing our
culture of continuous improvement and introduced Continuous
Performance Management (CPM), a performance review
process in which 100% of Tullow colleagues participated in
2021. To support development, we relaunched our mentoring
programme with a first cohort of 25 colleagues paired with
senior leaders to support leadership and other skills.
Culture, values, inclusion and diversity
We maintain a culture of respect, equality and inclusion
and strive to be a company where everyone feels they belong.
Tullow maintains zero tolerance for all forms of prejudice
and discrimination in the workplace and we actively foster an
environment in which speaking up is encouraged. At Tullow,
a meaningful commitment to Inclusion and Diversity (I&D)
means addressing all dimensions of diversity both through
our organisational practices and continuous education and
awareness initiatives. In 2021, we held several education and
awareness events that were well attended by Tullow colleagues.
The key themes included: race and equity, unconscious bias,
psychological safety and the meaning of belonging.
Localisation
In 2021, we revised our strategy to help us accelerate
localisation in order to reach a new goal of 90% localisation
in Ghana. Our new localisation strategy includes appointing
local nationals into more senior roles and hiring highly skilled
Ghanaian professionals from other sectors with transferable
skills, rather than focusing our search on those from our
sector. In 2021, we made three appointments of Tullow
colleagues into senior roles and hired an experienced
Ghanaian from another sector.
Tullow Oil plc 2021 Annual Report and Accounts
35
STRATEGIC REPORT
Governance and risk management
We proactively manage risks
At Tullow, we recognise that effectively managing risks and opportunities is essential
to our long-term success. Our ability to identify, assess and successfully manage
current and emerging risks is critical in ensuring we achieve our strategic objectives
and protect shareholder value.
Risk oversight and governance
A risk focused culture and consistent risk management
framework is embedded across all levels at Tullow and is
driven by the Board. The Board is responsible for overseeing
the risk identification, assessment and mitigation process.
To this end, the Board undertakes a bi-annual assessment of
the risks facing the Company, including those risks that could
threaten our business strategy, operating model, performance,
solvency and liquidity. Emerging risks are discussed by the
Board and the Senior Leadership Team periodically throughout
the year.
The Board is responsible for ensuring Tullow maintains an
effective risk management and internal control system and
works closely with Tullow’s Senior Leadership Team to ensure
this is in place. The Senior Leadership Team is collectively
responsible and accountable for the risk management process
in place across the organisation, with individual members
taking ownership for risks that fall in their business area.
Tullow recognises that risk cannot be fully eliminated and that
there are certain risks the Board and/or the Senior Leadership
Team accept when pursuing strategic business opportunities.
Acceptance of risk is made at an appropriate authority level
and within Tullow’s defined risk appetite and tolerance levels.
Tullow’s risk governance framework is illustrated below:
Board
- Oversees identification, assessment and
response to principal risks
- Sets risk appetite
- Monitors effectiveness of the risk
management process
Extended Leadership Team (ELT)
- Identifies and assesses their respective
business delivery risks
- Ensures effective risk mitigation actions
are planned
- Monitors effectiveness of risk mitigation
and response plans
Principal
risks
Enterprise risks
Business
delivery risks
Project
risks
Senior Leadership Team (SLT)
- Sets the tone for an effective risk
management culture
- Identifies and assesses principal and
enterprise-wide risks
- Monitors effectiveness of risk
management actions for those risks and
decides the focus of effort
- Decides which risks require periodic
Board review
Business functions
- Identifies business delivery risks and
raises these to the leadership team
- Identifies and assesses respective
project risks
- Ensures effective risk mitigation actions
are planned and implemented
t
n
e
m
e
g
a
n
a
m
k
s
i
r
p
u
-
m
o
t
t
o
B
/
n
w
o
d
-
p
o
T
Every layer of the organisation is responsible for identifying key risks and
managing them in line with our risk appetite (as set by the Board)
36
Tullow Oil plc 2021 Annual Report and Accounts
Risk management process
Our risk management framework takes a ‘top-down, bottom-up’
approach. It is a rigorous method that ensures ownership and
responsibility for identification, assessment and management of
key risks and opportunities, and is embedded throughout the
business. The Board sets the context for risk management
through defining the strategic direction and risk appetite for
the organisation.
Risks identification and assessment
Each Business Head and Head of function is responsible, and
accountable, for managing risk and risk mitigation within their
remit. The Extended Leadership Team (ELT) reviews and
reassesses risk on at least a quarterly basis to evaluate the
strength of existing controls and determine whether additional
risk reduction actions are needed to ensure the risk level is
within the risk appetite set by the Board.
Risk management framework
Project risk registers feed into the Enterprise Risk
Management process
Ghana business
Non-operated
Kenya business
Exploration
risks
business risks
risks
business risks
Finance risks
Legal and
compliance
risks
People and
sustainability
risks
ELT led review and oversight
SLT led Principal and Enterprise-wide risk review
and oversight
Board led scrutiny of Principal risks
Principal risks 2021
Consolidation of business risks
To facilitate assessment of the main risks facing the business,
Tullow’s leadership undertakes a bottom-up review of the key
risks faced by the business. The key risks in each area are
identified by the Business Heads and Heads of Functions,
including mitigating actions and any emerging risks. These
are consolidated upwards into the Business Unit risk registers
and assessed according to their likelihood of occurring, and
the potential consequences to Tullow in terms of safety,
reputational, financial, legal and regulatory impact.
From this, the Senior Leadership Team identifies the principal
and enterprise-wide risks which can be either a single risk, or
a set of aggregated risks which, taken together, are significant
for Tullow. Members of the Senior Leadership Team have
ownership and accountability for stewardship of each of the
principal and enterprise-wide risks. As a collective, the Senior
Leadership Team reviews and discusses the risks to understand
whether mitigations are being effectively executed within the
agreed timeframe.
On a bi-annual basis the principal risks and mitigants are
discussed by the Board to provide ‘top-down’ challenge and
support. The result of this review is communicated back down
to the Business Units to facilitate risk awareness and effective
decision making throughout the organisation.
Risk appetite
The Board sets Tullow’s risk appetite and acceptable risk
tolerance levels for each of the principal risk categories.
In considering Tullow’s risk appetite, the Board reviews the
risk identification process, the assessment of enterprise level
risks, the existing controls and mitigating actions and the
residual risks. During this process, the Board articulates
which risks Tullow should not tolerate, which should be
managed to an acceptable level and which should be accepted
in order to deliver our business strategy.
The risk appetite is reviewed at least annually by the Board
to ensure that it reflects the current external and market
conditions. A revised risk appetite was last reviewed by the
Board in December 2021.
Evolution of Tullow’s management of risk
During 2021, Tullow’s risk framework has been simplified and
realigned to reflect the revised business structure and reporting
lines. Senior risk owners have been working to ensure a
greater culture of risk awareness and challenge is instilled
throughout the business with an increased focus on mitigating
actions. Further consistency in risk identification, measurement
and reporting has been embedded across the organisation.
Tullow Oil plc 2021 Annual Report and Accounts
37
STRATEGIC REPORT Governance and risk management continued
Categories of principal risks
Commercial
Cyber
Stakeholder
Tullow’s risk profile
The Company risk profile has been closely monitored
throughout the year, with consideration given to the risks to
delivering the revised Business Plan, as well as whether
external factors such as the COVID-19 pandemic and oil price
volatility have resulted in any new risks or changes to existing
risks. The impact of these factors has been considered and
managed across all principal risks. The following table
represents the Company’s current principal risks.
Ethics and
conduct
Principal risk
categories
Climate
People
EHS or
security
Financial
Failure to deliver production targets (Commercial & Financial risk)
Risk details
Risk mitigations
Tullow’s Business Plan is anchored on production from the Jubilee
and TEN fields in Ghana and non-operated fields in Côte d’Ivoire and
Gabon. A decline, or problems with the performance, of wells or
facilities could result in not meeting planned production levels which
in turn would lead to a reduction in revenue and cash flow ultimately
impairing our ability to reduce leverage.
A failure to grow the business via targeted investment in existing
fields and/or investment in new fields could ultimately impact our
ability to meet longer-term production targets.
- Robust control over Operations & Maintenance (O&M) contractor
as well as ongoing O&M transformation project
- Cross discipline integrated performance management including
clear KPIs and forums
- Maintenance and integrity management plans covering all
equipment classes
- Management and oversight of JV Partners to ensure maintenance
and integrity plans are implemented effectively
- Jubilee Expansion project, Jubilee South East, North East and TEN
Enhancement Projects
- Exploration strategy focused on acreage close to existing
infrastructure, to enable discoveries to be converted to
production quickly
- Continued investment in non-operated portfolio, including
accelerating projects where possible
- Mergers & Acquisitions (M&A), inorganic growth with a focus
on producing assets
Inability to secure associated gas offtake in Ghana could limit our
ability to produce oil and impact revenue and value.
- Working with the Government of Ghana to secure temporary
flaring permit
- Working to secure a long-term gas offtake commercialisation
contract in Ghana as agreed in principle by the Board
- Managing production processes to minimise production of gas
which needs to be exported from the fields
38
Tullow Oil plc 2021 Annual Report and Accounts
Risk of a Major EHS incident (EHS or security risk)
Risk details
Risk mitigations
A major incident could potentially result in asset integrity failures
and/or extensive damage to facilities. This may in turn lead to a loss
of life, environmental damage and potential for loss of production
(and therefore revenue), increased costs and reputational damage.
A failure of our colleagues or contractors to meet safety standards
or adhere to procedural requirements could result in operation of
equipment outside safe operating limits leading to a major EHS or
operation incident.
- Risk management processes embedded at all levels of
the organisation
- Asset and well integrity and maintenance programmes are in
place, including regular self-verification and external certification,
audit and assurance of integrity plans
- Root cause failure analysis processes in place for production
losses and EHS incidents to prevent recurrence and ensure
lessons are learned
- Emergency Response Plans and Incident Management
Framework to aid in escalation when incidents do occur
- Tiered assurance activities ensuring all critical processes are
adhered to
- Robust EHS aspects are included at all stages of contract
management (from specification/pre-qualification through to
contract closure)
- Active contractor engagement on safety throughout life of contract
including EHS forums to enable direct participation
Failure to unlock value (Stakeholder, Commercial & Financial risk)
Risk details
Risk mitigations
Significant non-associated gas resource has been identified on
current licences and failure to secure gas market share could delay
development of these resources.
- A workstream has been established to assess commercialisation
opportunities in Ghana and the region that will enable
development of the identified resources while playing an
important role for the industrial development of Ghana
Delay in approval of a revised Field Development Plan (FDP) by the
Government of Kenya could impact a final investment decision.
- A revised FDP has been submitted to the Government of Kenya
for approval in line with the licence extension conditions
- Continued engagement with the Government of Kenya and
regulators to ensure timely approval of the revised FDP
Failure to secure a strategic partner would impact our ability
to progress the Kenya project to final investment decision and
unlock value.
- The Kenya JV Partners via an ongoing farm-down process are
actively seeking a strategic partner to fund the next stage of
development and unlock value. Discussions are under way with
potential bidders around a range of commercial arrangements
The inability to successfully explore and add accretive upside value
to Tullow's assets through addition of reserves and resources
around producing assets could limit the return on the licences.
- Close collaboration focused on fully leveraging geoscience
expertise to identify and mature reserves and resources which
have the potential to rapidly unlock value for producing assets
- This is reinforced by an Infrastructure-led exploration (ILX)
strategy to strengthen the portfolio, by focusing on opportunities
near producing assets, and create value through integration of
assets, expertise and regional knowledge
The inability to limit our capital exposure to historic exploration
commitments in selective emerging basins of Guyana and Argentina
may result in having to divert capital from producing assets.
- A number of farm-down processes are under way to limit capital
exposure on selective emerging basins by aiming to reduce our
equity share. This will ensure Tullow can participate at an equity
consistent with our capital allocation guidance
Tullow Oil plc 2021 Annual Report and Accounts
39
STRATEGIC REPORT Governance and risk management continued
Failure to manage geopolitical risks (Stakeholder & Financial risk)
Risk details
Risk mitigations
Political instability in the West Africa region, where our producing
assets are concentrated, could delay and impact decision making
by host governments and local partners and may also impact
security arrangements.
- An extensive relationship management plan is in place, to actively
manage senior relationships with host governments, including an
Advisory Board in Ghana
- We ensure alignment of our business plans with national priorities
and have developed a communication plan to educate
stakeholders on the positive impact of our activities on host
nations and communities
Unreasonable fiscal or regulatory demands by host governments
could obstruct efficient operations, delay implementation of our
growth plans and cause increased costs and financial loss.
- We have robust stabilisation clauses in all our Petroleum
Agreements and Production Sharing Contracts to protect us
against unreasonable demands
Failure to manage climate change risks (Climate risk)
Risk details
Risk mitigations
Tullow recognises climate change as a material risk for
our business.
There is a potential for climate related risks, including regulatory
constraints, carbon pricing mechanisms, low oil price or conditional
access to capital, to affect Tullow’s ability to implement our strategy.
Challenges to our business strategy and failure to align with broader
energy transition goals could result in reduced or conditional access
to capital or shareholder/investor reluctance to invest.
Failure to deliver on our commitment to eliminate routine flaring by
2025 and thereby mitigate the carbon intensity of Tullow’s business
may lead to stakeholder confidence erosion and impact our ability to
attract and retain talent.
- There is recognition and support from the Board that
decarbonisation requires investment. We are implementing our
plan to achieve Net Zero by 2030 (Scope 1 and 2 net equity),
through reducing our emissions from routine flaring and offsetting
hard to abate emissions
- We stress test our portfolio to ensure core assets are resilient in
different oil and carbon price environments
- There is ongoing engagement with host countries to understand
and align with their long-term energy transition strategies,
including Paris Nationally Determined Contributions
Risk of insufficient liquidity and funding capacity to sustain and grow the business / failure to deliver a highly cash generative business
(Financial risk)
Risk details
Risk mitigations
Tullow remains exposed to erosion of its balance sheet and revenues
due to oil price volatility, unexpected operational incidents, ongoing
costs associated with the COVID-19 pandemic and failure to deliver
targeted farm downs of exploration assets and Kenya.
Failure to deliver our Business Plan could have a material negative
impact on cash flow and our ability to reduce debt and strengthen
the balance sheet, which may affect our ability to meet our financial
obligations when they fall due.
- Business plan in place to deliver strong cash flow
and deleveraging
- Capital structure provides liquidity headroom through to
December 2024 even in a low oil price environment
- Disciplined capital allocation prioritising high return and short
payback investments, and a strong focus on cost control
- Material commodity hedging programme protects against the
impact of a sustained low oil price environment
Failure to develop, retain and attract capability (People risk)
Risk details
Risk mitigations
There is a risk that critical staff leave the organisation resulting
in difficulty to deliver against our business plan.
We operate a lean and agile structure and are dependent on
a small number of key and critical roles. Loss of staff would
increase pressure on remaining colleagues and could lead to
deterioration in the wellbeing of our colleagues, a poor working
environment and, potentially, further attrition.
- A new Employee Value Proposition (EVP) was rolled out in 2021,
covering culture, working environment, remuneration, learning
and development and performance management
- Employee engagement initiatives are in place, including an
employee advisory panel, Tullow Townhalls, coffee mornings
and employee engagement surveys
- We have refreshed our Inclusion and Diversity (I&D) policy and
hosted a number of speakers during the year, to increase
awareness and reaffirm our focus on I&D
- Succession plans are in place for critical roles. We have
undertaken a leadership capability review of the extended
leadership team, to ensure a focus on development and ensuring
the right capability is in the organisation
40
Tullow Oil plc 2021 Annual Report and Accounts
Risk of a compliance or regulatory breach (Ethics & Conduct risk)
Risk details
Risk mitigations
The Company could be exposed to increased risk of non-compliance
with bribery and corruption legislation or contractual obligations
along with other applicable business conduct requirements.
In particular, an unforeseen material compliance breach could
lead to regulatory action, an unsettled litigation/dispute or additional
future litigation that may result in unplanned cash outflow, penalty/
fines, reputational damage and a loss of stakeholder confidence in
Management.
- Tullow maintains high ethical standards across the business.
Strong anti-bribery and corruption (ABC) governance processes/
procedures are in place as a core element of the Ethics and
Conduct (E&C) programme
- A mandatory annual Code of Ethical Conduct eLearning and
acknowledgement / certification process is in place for all
employees. Third-party due diligence procedures and assurance
processes are in place
- Investigation procedures and an associated Misconduct and Loss
Reporting Standard are in place
- Processes and controls are in place to deliver General Data
Protection Regulation (GDPR) compliance
- Anti-tax evasion risk assessments are undertaken with clear
mitigation actions identified, including targeted employee training
Risk of major cyber-attack (Cyber risk)
Risk details
Risk mitigations
The external cybersecurity threat environment is continuously
evolving and intensifying, therefore the risk of a major cyber-attack
is an ongoing risk that requires constant monitoring and management.
Tullow may suffer an external cyber-attack which could have far
reaching consequences for the business. This could limit our ability
to operate, impact production, expose the Company to high
ransomware demands or potentially trigger a major incident. This
could result in financial loss, loss of stakeholder confidence, loss of
production, or additional cost by way of fines or resolution of service.
- Security Incident Event Management (SIEM) system in place,
supported by an Advanced Security Operations Centre (SOC)
providing 24/7 network and device monitoring, alerting and
response
- Security awareness programme in place supported by regular
staff susceptibility phishing training and testing. Annual
mandatory security awareness training for all staff
- An independent technical assurance programme is in place
Tullow Oil plc 2021 Annual Report and Accounts
41
STRATEGIC REPORT Nature of assurance
- Assurance activities are put in place across the three
lines of defence to assure that control activities are
effective in mitigating risks to the business. These
specifically focus on areas where there are internal/
external changes, control failures and historical issues.
- Business leadership is the first line of defence and is
responsible for ensuring their key risks have been
identified and that adequate controls are in place to
manage those risks.
- Risk management and compliance functions act as the
second line of defence, providing support and challenge
to the business in managing risks effectively, and
providing assurance that compliance with functional
standards is being met.
- Internal Audit acts as the third line of defence and is
responsible for providing independent assurance
through its risk-based internal audit programme.
The Internal Audit Plan and outputs are reviewed by
the Audit Committee. Agreed actions for improving
the control environment and managing risk are owned
by assigned individuals and monitored through Tullow’s
actions tracking process. The Audit Committee
monitors the implementation of actions.
- Tullow’s risk management and assurance processes
provide the Board and the Management Team with
reasonable, but not absolute, assurance that our assets
and reputation are protected.
Governance and risk management continued
Lines of defence
First line of defence
Business leadership
(ownership and management of risk)
- Own and manage business risks. Implement and execute
controls in business. Monitor risks and control at business
level.
- Assurance provided through self-reviews and focused
assurance reviews.
- Projects – implement and execute controls at site/project
level. Monitor risks and controls at site/project level.
Second line of defence
Risk management and compliance functions (oversight
of risk management)
- Set the framework and support embedding of effective risk
management practices.
- Provide challenge to leadership on the identification
and management of risk.
- Monitor compliance with functional standards
(minimum controls).
- Provide assurance through periodic reporting and focused
reviews.
Third line of defence
Internal Audit (independent assurance)
- Provide independent assurance of respective governance,
internal control systems and controls across all levels of
the business.
- Assurance provided through risk-based internal
audit reviews.
Internal control
A foundation of effective governance, risk management and
control exists throughout the organisation. The effectiveness
of the internal control framework is reviewed through the risk
management process and challenged as described above. In
addition to this, the Senior Leadership Team and Audit
Committee perform an annual review of the effectiveness of
internal control. This was last undertaken in March 2022.
42
Tullow Oil plc 2021 Annual Report and Accounts
Section 172(1) statement
Statement by the Directors in performance of their statutory
duties in accordance with s172(1) of the Companies Act 2006
The Directors are required by law to act in a way that promotes the success of the Company for the benefit of shareholders as a
whole. In so doing the Company must, in accordance with s172(1)(a-f) of the Companies Act 2006, also have regard to wider
expectations of responsible business behaviour, such as having due regard to the interests of, and actively engaging with, its
employees; the need to engage and foster business relationships with suppliers, customers and others; the need to act fairly as
between Members of the Company; the likely consequences of any decision in the long term; the desirability of maintaining a
reputation for high standards of business conduct; and the impact of the Company’s operations on the community and the wider
environment. The section below further details on how the Directors have fulfilled their duties.
During the year, the Board was closely involved in all key decisions of the Company. In addition to providing rigorous evaluation,
risk management and challenge to maintain strong governance, the Board also engaged with stakeholders to inform decisions.
The Board is aware that in some situations, stakeholders’ interests will be conflicted, however, the engagement enabled them to
fully understand the key issues relevant to our stakeholders. Further details on how the Board considered stakeholders during
the decision making process, and how the stakeholder engagement fed into this process, are set out on the next few pages.
The Board consider, both individually and together, that they have acted in the way they consider, in good faith, would be most
likely to promote the success of the Company for the benefit of its shareholders as a whole in the decisions taken throughout
the year ended 31 December 2021.
Decision
Approval of 2021 Budget and long-term Business Plan (10 years)
Context and link
to strategy
The Company’s long-term Business Plan and operating strategy was presented to investors and the wider market at its
Capital Markets Day on 25 November 2020. The long-term Business Plan and operating strategy is focused on short-cycle,
high-return opportunities and the substantial potential associated with the Group’s producing assets within its large
resource base.
The long-term Business Plan reflects a shift in capital allocation from previous years to focus over 90% of the Group’s
capital expenditure over the next 10 years on its West African producing assets. The plan is also focused on generating cash
flow to significantly reduce debt and further strengthen the balance sheet. After capital investment and other costs, the
plan is expected to generate material cash flow in the medium term which the Group would initially apply towards reducing
gearing to 1–2x net debt / EBITDAX, while retaining appropriate liquidity.
Challenges
and outcome
In light of disappointing operational and financial performance in 2019, the Company carried out a Business Review,
involving a thorough reassessment of the Group’s operational structure, cost base, future investment and asset portfolio
plans. The result of this review was the long-term Business Plan.
Stakeholder
considerations
The Board reviewed the long-term Business Plan as part of the 2021 budget process over the course of the second half of
2020, ahead of approval in January 2021. The Board considered that the long-term Business Plan can deliver material value
from the Company’s assets and generate substantial cash flow. In addition, the long-term Business Plan delivers sufficient
operating cash flow to achieve an appropriate balance between debt reduction and value creation.
Whilst reviewing the 2021 budget and long-term Business Plan, the Board considered the following stakeholders:
- Investors/creditors: The long-term Business Plan should deliver production growth in the medium term and the ability
to sustain production over the longer term. The expenditure under the plan is expected to be self-funded and not to
require additional borrowing. In addition, the plan is expected to reduce the Company’s gearing to 1–2x net debt/EBITDAX
in the medium term while retaining appropriate liquidity.
- Host nations: The new plan is expected to deliver production growth and deliver significant value for Tullow’s host
nations. It also reconfirms the Company’s commitment to further develop and unlock value from its core assets and
deliver shared prosperity to our host nations in the process. The long-term Business Plan also confirms the shift from an
exploration-led company to one focused on the sustainable exploitation of its producing assets and infrastructure in line
with the Company’s Net Zero commitments.
- Employees: By creating long-term value for the Company, the long-term Business Plan creates value for its employees
through exciting professional opportunities, career development and potential remuneration upside through the
employee share plans.
Link to KPIs
2. Working Capital and Cost Management
3. Production
4. Business Plan Implementation
5. Capital Structure
8. Total Shareholder return
Tullow Oil plc 2021 Annual Report and Accounts
43
STRATEGIC REPORT Section 172(1) statement continued
Decision
Refinancing of the Company’s debt
Context and link
to strategy
At the beginning of 2021, the Company had sufficient liquidity for its short-term needs. However, a liquidity shortfall was
forecast for April 2022 following the repayment of the $650 million Senior Notes due in April 2022. This liquidity shortfall fell
inside the liquidity forecast test periods in respect of the February 2021, September 2021 and March 2022 RBL Facility
redeterminations. As such, the ability of the Group to continue operating as a going concern relied on its ability to obtain
waivers or amendments from its banks with respect to the liquidity tests, and to implement a refinancing proposal to address
the April 2022 maturity.
Challenges
and outcome
Stakeholder
considerations
The Board considered various options to address the Company’s debt maturities and concluded that the issuance of $1.8 billion
Senior Secured Notes and arrangement of a new $600 million Super Senior Revolving Credit Facility comprising of a $500 million
revolving credit facility and a $100 million letter of credit facility was in the best interests of all stakeholders, including the Group’s
creditors. The refinancing delivered a more stable capital structure for the Company, removed the uncertainty associated with
protracted refinancing discussions with creditors, and addressed the Company’s near-term debt maturities.
In reviewing the refinancing options for the Company, the Board considered the following stakeholders:
- Investors: The refinancing provides a clear pathway for the Company to invest in its assets to maximise their value.
- Creditors: The refinancing addressed the Company’s near-term debt maturities and allowed creditors to be repaid at par
and the choice to participate in the Refinancing.
- Employees: The refinancing provides employees with the confidence that Tullow remains an employer at which they can
continue to work with confidence and develop their skills and future opportunities.
- Suppliers: The refinancing provides our suppliers with the confidence that they can continue to engage with Tullow in the
long term for the success of the Company.
Link to KPIs
5. Capital Structure
8. Total Shareholder return
Decision
Exercise of Ghana pre-emption
Context and link
to strategy
On 13 October 2021, Kosmos Energy announced that it had acquired an additional 18.0% interest in the Jubilee field and an
additional 11.0% interest in the TEN fields in Ghana from Occidental Petroleum for a purchase price of
$550 million. Under the Deep Water Tano (DWT) Joint Operating Agreement (JOA), Tullow has pre-emption rights in respect of
the 11.05% participating interest within the offshore DWT Block acquired by Kosmos Energy which includes the TEN field and
a portion of the Jubilee field.
Challenges
and outcome
In making its decision to support the exercise of the pre-emption, the Board considered whether the acquisition was value
accretive, could be self-funded and could generate additional cash flow to help accelerate debt reduction.
The Board assessed that:
- The additional equity in these assets is expected to increase Group daily production by c.10% and generate over
$200 million incremental free cash flow at $65/bbl for Tullow between 2022 and 2026, which could help accelerate
debt reduction.
- The consideration for the 7.7% increase in equity is expected to be c.$150 million with an economic effective date of
1 April 2021, subject to concluding definitive agreements and closing adjustments. The purchase of the participating
interest in the DWT Block will be funded from Tullow’s existing resources.
In addition, the Board considered that increasing the Group’s operated stakes in the Jubilee and TEN fields also
underscores the Company’s commitment to investing in and delivering its long-term Business Plan. This opportunity also
fits well with the Group’s strategy to focus on maximising value from our producing assets.
On 11 November 2021, the Company announced that it had exercised its right of pre-emption over its participating interest
in the DWT Block.
In making its decision, the Board considered the following stakeholders:
- Creditors: The Board considered the affordability of the transaction and concluded that Tullow could fund the transaction
from existing sources without causing undue risk to the Company’s liquidity position.
- Investors: The acquisition is expected to generate over $200 million incremental free cash flow at $65/bbl for Tullow
between 2022 and 2026. Self-funding the acquisition also presents no dilution to shareholders.
- Host nations: The increased operated stakes in the Jubilee and TEN fields underscore the Company’s commitment to
investing in these assets, which will continue to generate revenues for the Government of Ghana.
Stakeholder
considerations
Link to KPIs
3. Production
4. Business Plan Implementation
5. Capital Structure
8. Total Shareholder Return
44
Tullow Oil plc 2021 Annual Report and Accounts
Decision
Sale of assets in Equatorial Guinea and the Dussafu Marin permit
Context and link
to strategy
Since Tullow’s announcement in December 2019 of Board changes and revisions to 2020 guidance, the Company has,
amongst other things, been focused on delivering reliable production, lowering its cost base and exploring portfolio
management options to reduce debt and strengthen its balance sheet. On 12 March 2020, Tullow’s Board announced its
plans to raise in excess of $1 billion of proceeds from portfolio management options in order to further streamline the
business and to reduce gearing. This $1 billion target was ultimately achieved through a combination of assets sales and
self-help measures. On 10 November 2020, Tullow completed the sale of its assets in Uganda to Total for an upfront
consideration of $500 million with a further $75 million payable following a Final Investment Decision for the Lake Albert
Development.
On 9 February 2021, Tullow announced that it had signed two separate sale and purchase agreements with Panoro
Energy ASA for all of Tullow’s assets in Equatorial Guinea and the Dussafu asset in Gabon.
Challenges
and outcome
When making the decision to sell Tullow’s assets in Equatorial Guinea and the Dussafu asset in Gabon, the Board considered
that the sales would generate $180 million in proceeds, including $133 million in upfront cash consideration. It also
considered that the transactions were value accretive, with neutral impact on the Group’s operating cash flow (at $50/bbl) and
would further strengthen the Company’s balance sheet. The Board also considered that the sales were in line with Tullow’s
strategy of focusing on its core high-margin production assets and were comfortable with potential risks stemming from
increased concentration on Ghana as a result of the sales.
Stakeholder
considerations
In making its decision to support the sale of Tullow’s assets in Equatorial Guinea and the Dussafu asset in Gabon, the
Board considered the following stakeholders:
- Creditors: The transactions were an important step in reducing the Company’s net debt and were put towards the
delivery of $1 billion of proceeds and savings achieved through portfolio management and self-help measures over
two years. The sale of these assets provided important incremental liquidity to the Group ahead of the
comprehensive refinancing of the Group’s debt.
- Investors: In addition to the lowering of the Group’s cost base and capital expenditure, the transactions support the
delivery of improved margins from the Group’s remaining assets. Exiting non-core assets allows the Group to focus
on investing on the highest value and highest return opportunities within its portfolio.
- Host nations: Due to Tullow’s non-operated position in these assets, the Board considered that the impact of the
disposals on local employees would be extremely limited. The Governments of Equatorial Guinea and Gabon
approved the transactions.
- Employees: Due to Tullow’s non-operated position in these two assets, the Board considered that the impact of the
disposals on employees would be extremely limited.
Link to KPIs
2. Working Capital and Cost Management
4. Business Plan Implementation
5. Capital Structure
8. Total Shareholder Return
Tullow Oil plc 2021 Annual Report and Accounts
45
STRATEGIC REPORT Section 172(1) statement continued
Decision
Net Zero Commitment
Context and link
to strategy
In 2020, Tullow issued its first Climate Policy and formalised its support for the goals of the Paris Agreement, namely, to hold
the increase in the global average temperature to well below 2oC and pursuing efforts to limit the temperature increase to
1.5oC above pre-industrial levels.
In 2021, Tullow refreshed its purpose, to build a better future through the responsible development of oil and gas. The
Company continues to support its host governments as they seek to use oil revenues to support social and economic
development and Tullow is committed to work to align with the actions that they take to manage climate change.
A number of oil and gas companies, including some of the Company’s peers, have announced ambitions to become Net Zero
on Scope 1 and 2 net equity emissions, by decarbonising their assets as far as practicable and offsetting any residual
emissions.
Challenges
and outcome
The Board has endorsed the Group’s commitment to become a Net Zero Company by 2030 on its Scope 1 and 2 emissions
on a net equity basis. In doing so the Board considered in particular how the Company expects to deliver this commitment and
the possible challenges:
- An increase in the gas handling capacity on the Jubilee FPSO and process modifications on the TEN FPSO are required to
eliminate routine flaring in Ghana by 2025. The technical aspects of these changes are well understood and form part of
the long-term Business Plan which the Board has approved.
- Delivering Net Zero requires sustained gas offtake by the Ghana National Gas Company. After almost 10 years of excess
gas injection on Jubilee due to insufficient gas offtake, a request to flare was made to protect the reservoirs and to
maintain oil production at planned levels. The Board is satisfied that, following engagement with the Government of
Ghana, there is strong alignment and a robust commercial foundation to achieve the targeted levels of gas offtake that
would enable the elimination of routine flaring from the Jubilee and TEN fields.
- The Board is satisfied with the progress made in identifying nature-based carbon removal projects such as reforestation,
afforestation and conservation projects in Ghana that are required to offset the residual hard to abate carbon emissions.
Stakeholder
considerations
When approving the Net Zero commitment of the Company, the Board considered the following stakeholders:
- Investors/Creditors: Companies’ commitments towards addressing climate change are becoming central to investors’
investment decisions. Investors and corporates are subject to growing pressures to clearly outline ambitious targets to
reduce carbon emissions. The Board is convinced that meeting Net Zero targets will be critical for the Company to
maintain access to capital.
- Host nations: In 2019, Ghana became the third country to sign a landmark agreement with the World Bank that rewards
community efforts to implement projects that reduce carbon emissions from deforestation and forest degradation. Ghana
has a REDD+ strategy that is designed to meet the requirements of the Warsaw Framework and the United Nations
Framework Convention on Climate Change (UNFCCC). The Board is aware of the various engagements the Company has
with the Ghanaian Forestry Commission to align respective strategies and targets and help identify suitable REDD+
projects for carbon offsetting.
- JV Partners: Tullow’s Net Zero strategy is aligned with the ambitions of our JV Partners in Ghana.
- Employees: It is becoming increasingly important for individuals around the world to ensure that the organisation they
work for is proactively addressing climate change issues.
Link to KPIs
6. Sustainability
46
Tullow Oil plc 2021 Annual Report and Accounts
Decision
Employee Value Proposition
Context and link
to strategy
During 2020 Tullow fundamentally reset and downsized its business. During that time the Group directed its focus on
managing individuals impacted by the changes in a respectful and fair manner.
In 2021, following the redefinition of the Group’s purpose, strategy and values, the Company decided to implement
changes to its Employee Value Proposition to ensure that Tullow remains a compelling place to work and to empower
and incentivise employees to focus on the delivery of the Corporate Business Plan.
Challenges
and outcome
The Employee Value Proposition introduced new working arrangements designed to provide staff with better work/life
balance. These include: smart working arrangements; the ability for employees to buy and sell up to five days annual
leave; and enhanced paternity leave available across all Tullow locations.
The restrictions imposed by the COVID-19 pandemic meant that much of 2021 was spent working remotely. When the
guidance from the UK Government to work from home was lifted, the Company introduced a hybrid working
environment enabling people to work from home, with two days working in the office to help build a cohesive culture.
Other features of the Employee Value Proposition include competitive pay including bonuses; private medical
insurance for employees and their dependants; professional development opportunities; and an open, transparent and
inclusive culture.
In July 2021 the Company also launched the Celebration Hub which provides a platform for Group-wide recognition of
the successes of individual employees or teams across the whole business.
Finally, to address concerns of Tullow’s Ghanaian employees with regards to the depreciation of the Ghanaian Cedi
against the US dollar and the impact this can have on their disposable income, the Company implemented a
mechanism to help mitigate this impact. This works by guaranteeing a lump sum payment as a percentage of
base salary where the inflation used to calculate annual salary increments is less than the Cedi depreciation for
the prior year.
In making its decision, the Board considered the following stakeholders:
- Employees: In making decisions related to the Employee Value Proposition, the Board took into account the
feedback received via the Tullow Advisory Panel who met with the Board four times during 2021, market pay and
policy data was shared to support all compensation related decisions and the data from three employee surveys
conducted in the year. The Board believes that flexible working arrangements support an inclusive and diverse work
environment.
- Investors/creditors: The Employee Value Proposition empowers and incentivises Tullow employees to focus on the
regeneration of the business and on creating value from the Group’s assets.
Stakeholder
considerations
Link to KPIs
7. Leadership Effectiveness
Decision
Self-operate model for Jubilee FPSO
Context and link
to strategy
Challenges
and outcome
Stakeholder
considerations
As part of a longer-term operational transformation plan, Tullow has taken the decision to self-operate the Jubilee FPSO
Kwame Nkrumah and will take over all operations and maintenance (O&M) when the current third-party operator’s,
MODEC, contract comes to an end in mid-2022. Increased Tullow control over the operational turnaround achieved in the
past 18 months demonstrated that Tullow has the in-house capacity to self-operate. Taking this further to self-
operatorship presents an opportunity to realise and sustain efficiency improvements, cost reductions as well as gain ESG
benefits. Through this change, Tullow is targeting top quartile operating performance in terms of safety, emissions,
reliability and costs.
The decision to self-operate the Jubilee FPSO is part of a broader strategic goal to become a leading West African
operator, creating a differentiating core competence for Tullow which could be leveraged for potential future acquisitions.
Following extensive discussions at the Board during the second half of 2020 and early 2021, a project team was
established in the second quarter of 2021 to assess, define and develop the plan for the transition. This plan was
reviewed and approved by the Board in July 2021. The Board review of the self-operate transition plan covered various
governance, safety, and technical aspects. The implementation of the transformation is ongoing, and the Board
continues to regularly review and support the transition process.
In making its decision, the Board considered the following stakeholders:
- Investors: When the Board was considering the decision to transition to a self-operate model for the Jubilee FPSO
in Ghana, it took into account the long-term value this could deliver to the Group through reductions in operating
costs and an increase in FPSO efficiency. It also considered how developing this core competence could be of benefit
to Tullow’s broader strategy to grow in Africa.
- Local suppliers: The Board considered the potential additional revenue that could be captured by local suppliers via
an increased direct engagement with the Group on the procurement process, and the potential transfer of skills to
indigenous Ghanaian companies via training.
- Employees: The Board took time to understand any additional safety risks self-operation would bring to Tullow and
ensured appropriate mitigating systems and processes will be in place. Self-operate also provides opportunity for
professional development for many individuals in the Tullow team, especially in Ghana.
Link to KPIs
1. Safety
2. Working Capital and Cost Management
8. Total Shareholder Return
Tullow Oil plc 2021 Annual Report and Accounts
47
STRATEGIC REPORT Viability statement
Assessment period
In accordance with the provisions of the UK Corporate Governance Code, the Board has assessed the prospects and the viability
of the Group over a longer period than the 12 months required by the ‘Going Concern’ provision. The Board assesses the
business over a number of time horizons for different reasons, including the following: Annual Corporate Budget (i.e. 2022),
Corporate Business Plan (5 years i.e. 2022–2026), long-term Business Plan (10 years). During 2021 the Board revised its period
of assessment for the purpose of the viability statement, which was previously three years, to five years for the following
reasons:
i.
during the first half of 2021 the Group refinanced its near-term debt maturities with the issuance of Senior Secured Notes
due in May 2026 (2026 Notes). The Group’s only other outstanding debt are Senior Notes due in March 2025, and therefore all
of the Group’s debt matures outside of three years but within five years;
ii. in September 2021 the Group provided guidance to the market over a five-year period (2021–2025); and
iii. this period also aligns with the Corporate Business Plan which targets an increase in production and operating cash flow
generation over the next five years.
Notwithstanding the assessment period selected for the viability statement the Group will continue to assess the business over
all time horizons noted above.
Assessment of the Group’s principal risks
In order to make an assessment of the Group’s viability, the Directors have made a detailed assessment of the Group’s principal
risks, and the potential implications these risks could have on the Group’s business delivery and liquidity over the assessment
period. This assessment included, where appropriate, detailed cash flow analysis, and the Directors also considered a number
of reasonably plausible downside scenarios, and combinations thereof, together with associated supporting analysis provided by
the Group’s Finance team. A summary of the key assumptions aligned to the Group’s principal risks and reasonably plausible
downside scenarios can be found below. It should be noted that some assumptions encompass multiple risks but have not been
repeated to avoid unnecessary duplication.
Principal risks
Base case assumption
Downside scenario
Failure to deliver
production targets
Failure to manage
geopolitical risks
Failure to manage
climate change
risks
Production is assumed to be in line with the Corporate
Business Plan.
5% reduction in production in each year.
The Group has included probable outflow associated with tax
exposures (refer to page 118 for a description of the Group’s
uncertain tax treatments).
In addition to the exposure included in the base case the
Group has included $56 million related to potential outflows
which are currently not deemed to be probable but whose
likelihood is greater than remote.
The key impact of climate change on the Group’s portfolio of
assets is reflected in the oil price assumptions. See below.
The Directors have considered an oil price sensitivity in line with
the IEA 'Net Zero by 2050 Scenario'; see below.
Risk of insufficient
liquidity and funding
capacity to sustain
and grow the
business / failure to
deliver a highly cash
generative business
Oil price assumptions are based on the forward curve at
31 December 2021 for two years, followed by the Group’s
Corporate Business Plan assumption from 2024 onwards:
2022: $76/bbl; 2023: $71/bbl; 2024: $62/bbl; 2025: $64/bbl;
2026: $65/bbl.
Operating costs and capital investment are assumed to be in
line with the Corporate Business Plan.
The Group has also assessed the impact of carbon pricing; refer
to the TCFD disclosure.
The Group has analysed two downside oil price scenarios; the
first is based on the Directors’ assessment of a reasonably
plausible downside scenario: 2022: $60/bbl; 2023: $61/bbl; 2024:
$62/bbl; 2025: $64/bbl; 2026: $65/bbl. The second is in line with
the IEA 'Net Zero by 2050 Scenario': 2022: $62/bbl; 2023: $59/
bbl; 2024: $55/bbl; 2025: $52/bbl; 2026: $49/bbl.
12% increase in operating costs.
For detailed information on risk mitigation, assurance and progress in 2021 refer to the detailed discussion of risks on page 36.
For 'Risk of an asset integrity breach', 'Failure to unlock value', 'Risk of a major EHS accident and Security', 'Risk of a
compliance or regulatory breach', 'Failure to develop, retain and attract capability', and 'Risk of major cyber-attack' the Group
has assessed that there is no reasonably plausible scenario that can be modelled in isolation or in combination with other risks
from a cash flow perspective.
48
Tullow Oil plc 2021 Annual Report and Accounts
Conclusion
The Group has $2.4 billion notes outstanding, maturing in 2025 and 2026. The Corporate Business Plan does not project
sufficient free cash flow generation to allow the Group to fully repay these notes when they fall due, and therefore it will need to
access debt markets within the viability assessment period.
In the base case, net debt and gearing are forecast to reduce sufficiently such that the Directors are confident that the Group
will be able to secure the funding required to maintain adequate liquidity headroom throughout the viability assessment period.
I
S
T
R
A
T
E
G
C
R
E
P
O
R
T
Under the two downside scenarios, which assume all risks arise simultaneously, execution of a refinancing would be very
challenging. Management is focused on mitigating the risks around production, operating cost increases and potential outflows
associated with disputes in order to reduce the likelihood of these risks materialising, or their impact in the event these risks
materialise. Furthermore, the Directors have considered additional mitigating actions that may be available to the Group, such
as incremental commodity hedging executed in periods of higher oil prices, alternative funding options, further rationalisation of
the Group’s cost base including cuts to discretionary capital expenditure, M&A, portfolio management and careful management
of stakeholder relationships.
Based on the results of the analysis and the ability to mitigate some of the risks associated with the downside scenarios, the
Board of Directors has a reasonable expectation that the Group will be able to continue in operation and meet its liabilities,
including through refinancing activities, as they fall due over the five-year period of their assessment.
Tullow Oil plc 2021 Annual Report and Accounts
49
Non-financial reporting
Tullow aims to comply with the non-financial reporting requirements contained in sections
414CA and 414CB of the Companies Act 2006.The table below outlines to stakeholders Tullow’s
position, principal policies, main risks and KPIs on key non-financial areas.
Requirement
Environment
Further information: Environment,
see pages 31 to 32.
Employees
Further information: Our People,
see pages 33 to 35.
Further information: Health and Safety,
see page 29.
Social policy
Further information: Community relations,
go to our Sustainability Report online.
Group approach and policies
Documents
Related KPIs
Related principal risks
Oil and gas production carries a high risk of environmental impact and
incidents related to production processes.
Our product and the process associated with its production generate carbon
emissions which contribute to climate change. Tullow is working to reduce
its impact on the environment through its Net Zero 2030 commitment and
through its standards and policies.
Climate Policy
Level 0 KPI: Embed Sustainability
Climate risk on page 40
Safe and Sustainable Operations Policy
EHS or security risk on page 39
across the organisation.
Level 1 KPI: Progress Net Zero plan.
Code of Ethical Conduct
Non-Technical Risk Standard
Tullow aims to create an inclusive environment, free from discrimination,
where individual differences and the contributions of all our staff are
recognised and everybody is treated fairly. We have zero tolerance for any
form of discrimination and decisions related to recruitment selection,
development or promotion are based upon aptitude and ability only.
Code of Ethical Conduct
Level 0 KPI: Leadership effectiveness.
People risk on page 40
Smart Working Policy
Level 2 KPIs: Quarterly employment
Ethics & conduct risk on page 41
engagement pulse checks; redefine
commitment to inclusion and diversity;
develop localisation plans.
We engage with communities early in the planning process to identify the
key impacts, both positive and negative, of our operations. We maintain
ongoing dialogue to provide information about Tullow’s activities and create
opportunities for people to contribute to decisions which affect them.
We always listen to feedback and concerns, answer enquiries and register
grievances made by community members.
Code of Ethical Conduct
Level 1 KPIs: Deliver 2022 social
Stakeholder risk on page 39 & 40
Non-Technical Risk Standard
investment plan and develop long term
shared prosperity strategy; implement
revised local content plan.
Respect for human rights
Further information: Our Approach,
go to our Sustainability Report online.
Tullow respects and promotes internationally recognised human rights as
set out in the Universal Declaration of Human Rights and the International
Labour Organization’s Declaration on Fundamental Principles and Rights at
Work. When considering new investments, we review associated potential
human rights issues and their relationship to our operations.
Anti-corruption and anti-bribery
Further information: Anti-corruption and
anti-bribery, see page 33
Tullow has zero tolerance of any form of corruption. We conduct our
business honestly, fairly and transparently and we do not exercise improper
influence on any individual or entity. We are subject to many anti-bribery
laws in the jurisdictions within which we work and, as a UK registered
company, are required to comply with the UK Bribery Act (2010).
This Strategic Report and the information referred to herein have been approved by the Board and signed on its behalf by:
Human Rights Policy
Level 2 KPI: Code of Ethical Conduct
Stakeholder risk on page 39 & 40
Code of Ethical Conduct
training completed by all staff.
Ethics & conduct risk on page 41
Code of Ethical Conduct
Level 2 KPI: Code of Ethical Conduct
Ethics & conduct risk on page 41
training completed by all staff.
Phuthuma Nhleko
Chair
Adam Holland
Company Secretary
8 March 2022
8 March 2022
50
Tullow Oil plc 2021 Annual Report and Accounts
see page 29.
Social policy
Further information: Community relations,
go to our Sustainability Report online.
Requirement
Environment
Further information: Environment,
see pages 31 to 32.
Group approach and policies
Documents
Related KPIs
Related principal risks
Oil and gas production carries a high risk of environmental impact and
Climate Policy
incidents related to production processes.
Our product and the process associated with its production generate carbon
emissions which contribute to climate change. Tullow is working to reduce
its impact on the environment through its Net Zero 2030 commitment and
through its standards and policies.
Safe and Sustainable Operations Policy
Code of Ethical Conduct
Non-Technical Risk Standard
Level 0 KPI: Embed Sustainability
across the organisation.
Level 1 KPI: Progress Net Zero plan.
Climate risk on page 40
EHS or security risk on page 39
Employees
Further information: Our People,
see pages 33 to 35.
Tullow aims to create an inclusive environment, free from discrimination,
where individual differences and the contributions of all our staff are
recognised and everybody is treated fairly. We have zero tolerance for any
form of discrimination and decisions related to recruitment selection,
Further information: Health and Safety,
development or promotion are based upon aptitude and ability only.
Code of Ethical Conduct
Level 0 KPI: Leadership effectiveness.
People risk on page 40
Smart Working Policy
Level 2 KPIs: Quarterly employment
engagement pulse checks; redefine
commitment to inclusion and diversity;
develop localisation plans.
Ethics & conduct risk on page 41
We engage with communities early in the planning process to identify the
key impacts, both positive and negative, of our operations. We maintain
ongoing dialogue to provide information about Tullow’s activities and create
opportunities for people to contribute to decisions which affect them.
We always listen to feedback and concerns, answer enquiries and register
grievances made by community members.
Code of Ethical Conduct
Non-Technical Risk Standard
Level 1 KPIs: Deliver 2022 social
investment plan and develop long term
shared prosperity strategy; implement
revised local content plan.
Stakeholder risk on page 39 & 40
Respect for human rights
Further information: Our Approach,
go to our Sustainability Report online.
Tullow respects and promotes internationally recognised human rights as
set out in the Universal Declaration of Human Rights and the International
Labour Organization’s Declaration on Fundamental Principles and Rights at
Work. When considering new investments, we review associated potential
human rights issues and their relationship to our operations.
Human Rights Policy
Code of Ethical Conduct
Level 2 KPI: Code of Ethical Conduct
training completed by all staff.
Stakeholder risk on page 39 & 40
Ethics & conduct risk on page 41
Anti-corruption and anti-bribery
Tullow has zero tolerance of any form of corruption. We conduct our
Code of Ethical Conduct
Level 2 KPI: Code of Ethical Conduct
training completed by all staff.
Ethics & conduct risk on page 41
Further information: Anti-corruption and
anti-bribery, see page 33
business honestly, fairly and transparently and we do not exercise improper
influence on any individual or entity. We are subject to many anti-bribery
laws in the jurisdictions within which we work and, as a UK registered
company, are required to comply with the UK Bribery Act (2010).
This Strategic Report and the information referred to herein have been approved by the Board and signed on its behalf by:
Phuthuma Nhleko
Chair
Adam Holland
Company Secretary
8 March 2022
8 March 2022
Tullow Oil plc 2021 Annual Report and Accounts
51
STRATEGIC REPORT
Directors’ report
A framework for
corporate governance
As a UK-listed company, Tullow Oil plc’s governance policies
and procedures are based on the Financial Reporting Council’s
UK Corporate Governance Code (the Code) and the Financial
Reporting Council’s Guidance on Board Effectiveness, both
of which can be found at www.frc.org.uk. This Directors’
Report summarises how the Group has complied with the
Code during the year ended 31 December 2021 and describes
changes to the governance structure that took place before
year end. The Code sets out how governance is achieved
through the application of its five main principles and their
supporting provisions:
- Board leadership and Company purpose;
- division of responsibilities;
- composition, succession and evaluation;
- audit, risk and internal control; and
- remuneration.
Board leadership and Company purpose
The Board is accountable to shareholders and the Group’s
other stakeholders for the creation and delivery of long-term,
sustainable operational and financial performance for the
enhancement of shareholder and stakeholder value. The Board
meets these aims through setting the Group’s objectives,
Values and strategy and ensuring that the necessary resources
are available to achieve the agreed strategic priorities. During
2021, the Group has been focused on cost and operations to
achieve a more reliable and consistent operating performance
and a sustainable improvement in operating margins. Our
purpose is to build a better future through responsible oil and
gas development.
The Board operates through a governance framework with
clear procedures, lines of responsibility and delegated
authorities to ensure that strategy is implemented and
key risks are assessed and managed effectively. These are
underpinned by the Board’s work to set the Group’s core
Values, behaviours, culture and standards of business
conduct and to ensure that these are clearly understood
by the workforce, shareholders and other stakeholders.
The Board also ensures that there is sufficient engagement
with the Group’s stakeholders such that their views can be
considered in Board decision making. The Group’s stakeholders
are divided into the following main groups: our investors,
our host countries and their communities, our people.
Division of responsibilities
The Chair is responsible for leadership of the Board and its
overall effectiveness whilst the Chief Executive Officer is
responsible for the operational management of the business,
for developing strategy in consultation with the Board and for
implementation of the strategy with the Senior Leadership
Team. One of the non-executive Directors has been selected
by the Board to be the Senior Independent Director. The
Board is fully satisfied that the Senior Independent Director
demonstrates complete independence and robustness of
character in this role. The Senior Independent Director is
available to meet shareholders if they have concerns that
cannot be resolved through discussion with the Chair or
for matters where such contact would be inappropriate.
In addition, during the year the Senior Independent Director
meets with the other non-executive Directors, without the
Chair present, to discuss the Chair’s performance. The Chair
meets regularly with the other non-executive Directors, without
Executive Directors present, to review Board discussions
and engagement as well as the performance of the Senior
Leadership Team.
The Chair offers governance meetings with shareholders at
least once a year to receive their direct feedback. In line with
the guidance issued by the Institute of Chartered Secretaries
and Administrators (ICSA), the Board has approved formal
terms of reference for a Committee of the Executive Directors.
The separation of responsibilities between the Board and the
Senior Leadership Team is clearly defined and agreed by the
Board and is published on the Group’s website.
Until 31 December 2021, the Board consisted of eight
independent non-executive Directors and two Executive Directors.
On 31 December 2021 Dorothy Thompson stepped down as
the non-executive Chair of the Board and left the Company,
whereupon Phuthuma Nhleko, an existing non-executive and
independent Director and the Chair-Designate, was appointed
non-executive Chair of the Board. After 31 December 2021, the
independent non-executive Directors consist of an independent
non-executive Chair, one Senior Independent Director and five
independent non-executive Directors.
The Executive Directors consist of the Chief Executive Officer
and the Chief Financial Officer.
52
Tullow Oil plc 2021 Annual Report and Accounts
The Board of Directors
Chair, Executive Directors, Senior Independent Director and non-executive Directors
The Board operates under the leadership of the Chair and is collectively responsible for setting the Company’s strategy to
deliver long-term value to shareholders and other stakeholders. The Board ensures that the appropriate resources, leadership
and effective controls are in place to deliver the strategy. The Board also sets out the Company’s culture and Values, monitors
business performance, oversees risk management and determines the Company’s risk appetite. The Board delegates some of
its responsibilities to the Board sub-committees. The Board is accountable for the stewardship of the Company’s business to the
shareholders and other stakeholders.
Audit
Committee
Responsible for financial
reporting, audit,
internal control and risk
management processes.
Nominations
Committee
Responsible for Board
composition, appointment
of Directors and
succession planning.
Safety and
Sustainability
Committee
Responsible for health,
safety, environment,
climate change, shared
prosperity, security and
business sustainability.
Remuneration
Committee
Responsible for reward
and compensation for
the Chair, Executive
Directors and Senior
Managers and reviewing
the remuneration
arrangements of the
workforce.
pages 61 to 66
pages 67 to 68
pages 69 to 70
pages 71 to 87
Senior Leadership Team
Chief Executive Officer, Chief Financial Officer and three Senior Managers
The Senior Leadership Team operates under the leadership of the Chief Executive Officer and is responsible for the
delivery and execution of the Board’s strategy as well as the day-to-day management of the Company’s business including
operational performance. The Senior Leadership Team is accountable to the Board.
Following the appointment of the new Chair of the Board, the
Board undertook a review of the schedule of matters reserved
for the Board and also the division of responsibilities between the
Chair of the Board, the Chief Executive and the Senior Independent
Director, and all of these are available on our website.
The Board has reviewed the criteria set out in the Corporate
Governance Code and the FRC’s Guidance on Board
Effectiveness and considers each of the non-executive
Directors to be independent in character and judgement
with no conflicts of interest. In addition, the Board is satisfied
that all non-executive Directors have disclosed their other
significant commitments and confirmed that they have
sufficient time to discharge their duties effectively. The
Board is also of the view that no one individual or group of
individuals dominates decision making.
As part of the governance framework, the Board has
delegated some of its responsibilities to four Committees: the
Audit Committee, the Nominations Committee, the Safety and
Sustainability Committee and the Remuneration Committee.
The Board is satisfied that the Committees have sufficient
time and resources to carry out their duties effectively. Their
terms of reference are reviewed and approved annually by
the Board and the respective Committee Chairs report on
their activities to the Board. The individual Committee terms
of reference can be found on the Group’s website. Director
attendance at Board and Committee meetings is summarised
in the table overleaf.
Committee Reports on pages 61 to 87
Tullow Oil plc 2021 Annual Report and Accounts
53
CORPORATE GOVERNANCE Directors’ report continued
Board and Board Committee attendance 2021
Director
Phuthuma Nhleko
Rahul Dhir
Mitchell Ingram
Les Wood
Dorothy Thompson4
Jeremy Wilson
Mike Daly
Sheila Khama
Genevieve Sangudi
Martin Greenslade
Board (8)
Audit
Committee (5)
Nominations
Committee (3)
Safety and
Sustainability
Committee (6)
Remuneration
Committee (4)
1 1
3
3
3
1 1
8
8
8
8
8
8
8
8
8
5
5
2 2
5
6
6
5
6
3 3
4
4
2 2
4
1. Denotes Director(s) who joined the Company part way through the year.
2. Denotes Director(s) who ceased to be a Committee member part way through the year.
3. Denotes Director(s) who joined a Committee part way through the year.
4. Denotes Director(s) who are no longer Directors of the Company.
The Board is supported and advised by the Company Secretary
who ensures that it has the policies, processes, information,
time and resources it needs for it to function effectively
and efficiently. The Company Secretary is also responsible
for ensuring compliance with all Board procedures and for
providing advice to Directors when required. The Company
Secretary acts as secretary to the Audit, Nominations, Safety
and Sustainability and Remuneration Committees and has
direct access to the Chairs of these Committees.
The Board typically meets seven times a year. One of those
meetings is devoted to an extensive review of the long-term
strategy of the business and another is usually held at an
overseas office of the Group to provide the Board with deeper
insights into the Company’s operations and an opportunity
to engage with stakeholders. In preparation for the Group’s
refinancing, as well as the asset disposals implemented by
the Group, certain Directors and Committees held a number
of meetings and calls between meetings more frequently
than usual. Due to the restrictions imposed by the COVID-19
pandemic, several of these meetings were held via video-
conference. Unfortunately, the Board was unable to travel as
a group to an overseas office. However, the Chief Executive
Officer was able to visit certain overseas offices, including
Ghana, and engage with a variety of stakeholders.
The focus of the Board’s meetings during the first half of
the year was on operational performance, the oversight of
the Business Plan and the refinancing of the Group. The
second half of the year focused on capital allocation and the
Company’s long-term strategy, stakeholder engagement,
and the energy transition and sustainability. Later in the
year, the Board focused on culture, and the Employee Value
Proposition. At various meetings during the year, the Board
also reviewed the key risks facing the Company and discussed
the Group’s appetite for those risks.
Composition, succession and evaluation
To ensure that serving Executive Directors and Senior
Managers of the Company continue to possess the necessary
skills and experience required for the strategy of the business,
the Board has established a Nominations Committee
to oversee the process of appointments and succession
planning for Directors and other Senior Managers. The role
of the Nominations Committee is critical in ensuring that
the Group’s Board and Committee composition and balance
support both the Group’s business ambitions and best
practice in the area of corporate governance.
During 2021, two significant changes to the Board were
announced. In June, Dorothy Thompson announced her intention
to step down as non-executive Chair of the Board. A search
process was initiated and in October Phuthuma Nhleko was
appointed as an independent non-executive Chair-Designate
of the Board. Phuthuma brings extensive emerging markets
experience to Tullow having worked successfully across
Africa over the past three decades. His biography can be
found on page 58. He was appointed Chair of the Board on
1 January 2022. In September, the Company announced that
Les Wood, Chief Financial Officer and Executive Director, had
mutually agreed with the Board that he would step down from
Tullow on 31 March 2022, after the presentation of the 2021
full year results. A search process was initiated and, as at the
date of this Report, Tullow’s recruitment of a new CFO and
Executive Director to replace Les Wood is ongoing. Further
detail on the appointment process for these Directors can
be found in the Nominations Committee Report on pages
67 to 68.
54
Tullow Oil plc 2021 Annual Report and Accounts
Upon joining the Board, Directors receive induction
programmes which are specifically designed to complement
their background, experience and knowledge with a more
detailed understanding of the upstream industry and other
matters regularly discussed by the Board. The programmes
include one-to-one meetings with Senior Management,
functional leaders and, where possible, visits to the Group’s
principal offices and operations. The Directors also receive an
overview of their duties, corporate governance policies and
Board processes.
Directors are initially appointed for a term of three years.
All of the Directors will seek re-election at the next Annual
General Meeting. The Board will set out in the Notice of
Annual General Meeting its reasons for supporting the
re-election or election of each of the Directors. In October
2022, Jeremy Wilson will have completed nine years on the
Board. It is his intention to seek re-election at the AGM in
early 2022 and in due course agree with the Board a date that
is mutually convenient for him to retire before October 2022.
As part of the ongoing evaluation of the Board’s effectiveness,
and following the externally facilitated evaluation of the
Board in 2019, the Board carried out an internal evaluation
of its performance and that of its Committees in 2021. This
was facilitated by the Company Secretary with input from the
Chair of the Board, the Senior Independent Director and the
Chair of the Committees. The review required each of the
Directors to submit responses to a series of questionnaires
to reflect their individual performance, the performance of
the Board as a whole and the main areas under consideration
by the Board and its Committees. Contributors to Board and
Committee meetings and the wider group of direct reports to
Senior Managers were also provided with the opportunity to
provide their feedback to be incorporated into the evaluation.
All responses were compiled and discussed at the Board and
relevant Committee meetings.
The evaluations reported a number of positive observations
including that the Board believes it has a positive diversity
of views, skills and experience and a boardroom culture
where challenge is welcomed and delivered in a constructive
manner. Following the refinancing in 2021, the Board was
pleased to take the time to review and debate the Company’s
long-term strategy. The evaluation highlighted areas for the
Board to further focus on in the near term future, including:
a deep dive on the Company’s principal risks; succession
strategy; a strategy for data and technology; and in-person
engagement with the Company’s senior leaders following
COVID-19. These areas have been incorporated into the
Board’s agenda for 2022.
Board time* (%)
Principal risks and
governance 10%
Culture
and people 5%
Safety and
sustainability
(including
stakeholder
engagement) 10%
Capital structure and
capital allocation
25%
O Strategy 25%
25+
Business operations,
restructuring
and portfolio
* Percentages are approximate.
management 25%
Nominations Committee Report on pages 67 and 68
Shareholder engagement
At the AGM on 16 June 2021, a significant number
(25.30%) of votes were cast against Resolution 7 to re-elect
Dorothy Thompson as a Director of the Company. Although
the resolutions passed, members of the Board, including
the Senior Independent Director engaged with our major
shareholders who voted against the resolution and now
have an understanding of the concerns raised by them.
Their feedback was incorporated into the search for our
new Chair.
Tullow Oil plc 2021 Annual Report and Accounts
55
CORPORATE GOVERNANCE
+
25
+
+
25
+
+
10
+
+
5
+
+
10
+
+
Directors’ report continued
Audit, risk and internal control
The Board has delegated responsibility to the Audit
Committee to satisfy itself on the integrity of the Financial
Statements and announcements on financial performance,
overseeing the relationship with the external auditor and
reviewing significant financial reporting and accounting
policy issues.
The Audit Committee has also assumed responsibility
for overseeing the Group’s internal audit programme and
the process of identifying principal and emerging risks
and ensuring that they are managed effectively. As part
of that process, the Company’s internal financial controls
and internal control and risk management systems are
assessed annually.
The Directors acknowledge their responsibility for the
Group’s systems of internal control which are designed
to safeguard the assets of the Group and to ensure the
reliability of financial information for both internal use and
external publication and to comply with the requirements
of the Code. Overall control is ensured by a regular detailed
reporting system covering both operational and commercial
performance and the state of the Group’s financial affairs.
The Board has procedures for identifying, evaluating and
managing principal risks that impact the Group and these
are regularly reviewed. Tullow recognises that any systems
of risk management and internal control can only provide
reasonable, and not absolute, assurance that material
financial irregularities will be detected or that the risk of
failure to achieve business objectives is eliminated. However,
the Board does seek to ensure that Tullow has appropriate
systems in place for the identification and management
of key risks, including emerging risks. In accordance with
the requirements of the Code, the Board has established
procedures to manage risk, oversee the internal control
framework and determine the nature and extent of the
principal risks the Company is willing to take in order to
achieve its long-term strategic objectives.
Safety and Sustainability Committee
The Board has delegated to this Committee the responsibility
and oversight of the Company’s occupational and process
safety, people and asset security, health and environmental
stewardship. The Committee monitors performance and
key risks associated with these areas. The Committee also
provides oversight of the implementation of the Company’s
strategic priorities with respect to sustainability, namely; a
Net Zero delivery plan, Safe Operations, Shared Prosperity,
Environmental Stewardship, and Equality and Transparency.
Safety and Sustainability Committee Report pages 67 to 68
Audit Committee
The Audit Committee retains responsibility for oversight
of the external audit of reserves and resources. Board
governance was strengthened by the nomination of a
non-executive Director with appropriate technical expertise
who has responsibility for engagement with the Chief
Petroleum Engineer on all matters relating to reserves and
resources. The same non-executive Director is available to
56
Tullow Oil plc 2021 Annual Report and Accounts
assist with technical concerns raised through the Company’s
confidential speaking-up service, Safe Call. The Company’s
external independent reserves auditor meets with the Audit
Committee at least once a year to provide the Committee
with an opportunity to ask questions and provide challenge
to Senior Management’s assumptions.
Audit Committee Report pages 61 to 66
Remuneration Committee
The policies and practices for determining the remuneration
of the Executive Directors and the Senior Managers have been
delegated to the Remuneration Committee. The principal role
of the Remuneration Committee is to develop and maintain
a Remuneration Policy that ensures Executive Directors and
Senior Managers are rewarded in a manner that closely aligns
with the successful delivery of the Company’s long-term
purpose and strategy as well as those of the shareholders
and other stakeholders, including the workforce.
Remuneration Committee Report pages 71 to 87
Board oversight of climate change and disclosures in
alignment with TCFD
Climate change remains one of Tullow’s nine Principal
Risks with governance over climate related risks provided
at Board, senior Management and operational levels. The
Board has ultimate accountability for ensuring Tullow
maintains sound climate risk management and internal
control systems. Directors are responsible for ensuring
they remain sufficiently informed of climate related
risks to Tullow and the broader energy sector, required
to be able to meet their fiduciary duties under the UK
Companies Act 2006.
The Board:
- takes account of the financial impact on Tullow’s existing
portfolio stemming from the risks of lower oil demand,
lower oil prices and potential carbon taxes identified in
a range of commonly accepted climate scenarios for the
energy industry;
- ensures mitigation of climate change risks is embedded in
Tullow’s strategy, decision making on capital allocation and
Management compensation;
- monitors indications of any changes in Tullow’s access to
and cost of capital and debt, particularly stemming from
shifts in investor sentiment towards the oil and gas sector
related to climate change;
- approves Tullow’s carbon management and performance,
including targets for emissions reductions; and
- reviews Tullow’s assessment of climate risks and
opportunities including host nations’ Nationally Determined
Contributions in support of the Paris Agreement.
The Board undertakes these responsibilities primarily
through three sub-committees. The Safety and Sustainability
Committee holds responsibility for operational performance
on carbon emissions management and how this translates
into sustainability performance and disclosures. Oversight
Compliance
The Board is satisfied that the Group has complied in full with
the Code during the year ended 31 December 2021, with the
following exception:
i. The Directors’ Remuneration Policy, approved by
shareholders in 2020, provides that Executive Director
pension contributions for new Executive Directors are
aligned (as a percentage of salary) with those available
to the workforce. However, it provides that pension
contributions for existing Executive Directors will be
frozen at the 2019 cash amount and adjusted downwards
so they are aligned (as a percentage of salary) with those
available to the workforce by 1 January 2023. This does
not comply with Provision 38 of the Code which requires
these contributions to be aligned with those available
to the workforce; however, this is reflective of Provision
143 of the FRC’s Guidance on Board Effectiveness, which
acknowledges that it may not be practical to alter existing
contractual arrangements. The Board confirms that the
pension contributions for the Chief Executive Officer
appointed in 2020 and those of the new Chief Financial
Officer to be appointed in 2022 are aligned (as a percentage
of salary) with those available to the workforce and that,
following the departure of Les Wood by mutual agreement
of the Board on 31 March 2022, there will no longer be any
Executive Director receiving pension contributions which
are not in line with the workforce.
Phuthuma Nhleko
Chair
8 March 2022
of decarbonisation initiatives which underpin Tullow’s Net
Zero commitment is also part of the Committee’s remit.
The Audit Committee oversees the assessment of Tullow’s
financial resilience considering the forecasts of various
scenarios on our portfolio and ensures it is appropriately
and transparently reflected in our financial disclosures.
Through the Remuneration Committee the Board ensures
climate and sustainability performance, including
performance against our Net Zero target, is embedded
in the corporate scorecard and annual performance KPIs.
The Board approved the inclusion of a Sustainability KPI
in the 2022 Scorecard with a weighting of 10%.
The Tullow Senior Leadership Team, led by the Director
of People and Sustainability, supports climate risk
management through review of Tullow’s commercial
resilience against various climate modelling scenarios.
The Senior Leadership Team is also tasked with leading
the incorporation of climate related risks, opportunities
and scenario assumptions into enterprise risk registers.
The Ghana Managing Director is furthermore accountable
for the implementation of decarbonisation initiatives in our
Ghana operations. The Non-Operated Business Manager
and Head of Exploration are respectively responsible
for identifying and managing climate related risks and
opportunities for their businesses. Senior Leadership are
supported in managing these responsibilities through
our multi-disciplinary climate risk review process,
incorporating assessment of our portfolio and strategy
against a range of commonly accepted climate scenarios,
policy positions and regulations within our host nations.
Each part of the business therefore evaluates climate
related risks and opportunities within their remit as part
of an ongoing risk review cycle; climate risk management
reflects Tullow’s ‘top-down, bottom-up’ approach to risk,
recognising the cross-cutting nature of climate change risk
which may affect other principal risk categories.
Audit Committee
Beyond its fiduciary duties in relation to the integrity of the
Company’s Financial Statements, the Audit Committee is
also responsible for ensuring there is a sufficient level of
assurance being provided on the risk management and
internal controls systems, including for Climate Risk, and
whether it is sufficient for the Board to satisfy itself that
they are operating effectively. During 2021 this included
a review of the climate scenario analysis undertaken to
test the resilience of Tullow’s portfolio as well as review
of climate risks.
Safety and Sustainability Committee
Tullow modified the scope of its standing EHS Committee
to include safety and sustainability in 2019 to reflect
the material nature of ESG and sustainability risks.
Embedding sustainability across the organisation, which
includes progress against Tullow’s Net Zero Commitment,
was a key focus of the Committee for 2021. Among others,
this included a review of the climate risk analysis process
and findings of this assessment.
Tullow Oil plc 2021 Annual Report and Accounts
57
CORPORATE GOVERNANCE Board of Directors
N
Phuthuma Nhleko
Independent non-executive
Chair
Age: 61
Tenure: <1 year
Appointment: October 2021
Independent: Yes
Key strengths
Executive leadership, public company
governance and leadership, emerging
markets, engineering, investor
relations, corporate finance, business
development, risk management,
technology and innovation.
Experience
Phuthuma brings extensive emerging
markets experience to Tullow having
worked successfully across Africa
over the past three decades.
Phuthuma was Chief Executive of
MTN Group, the leading pan-African
telecommunications company, from
2002 to 2011. During his time with
MTN, the Group grew rapidly in Africa
and the Middle East, gaining over
185 million subscribers to become
one of the largest listed companies
in Africa. In 2013, Phuthuma returned
to MTN as a non-executive Director
and Chairman until 2019. This
included a period as Executive
Chairman from 2015 to 2017. He
remained part of the international
advisory board for the business until
August 2021. After stepping down
as Chief Executive of MTN in 2011,
Phuthuma was a non-executive
Director at BP plc (2011–16) and
Anglo-American plc (2011–15).
He also served previously on the
Boards of Nedbank and Old Mutual
in South Africa.
Current external roles
Phuthuma is Chairman of Phembani
Group, an investment group which
he founded in 1994, and is
Chairman-designate of the
Johannesburg Stock Exchange Ltd.
Phuthuma is also a non-executive
Director of South African downstream
energy company, Engen Petroleum,
and a non-executive Director of
IHS Towers, the NYSE-listed
Emerging Markets Telecom
Infrastructure Provider.
Finance after a 28-year career at
BP plc. Les held a number of senior
roles at BP plc including chief
financial officer for BP plc Canada
and BP plc Middle East as well as
global head of business development.
Les holds a BSc (Hons) in Chemistry
from Herriot Watt University,
Edinburgh, and an MSc in Inorganic
Chemistry from Aberdeen University.
Current external roles
None.
A
Martin Greenslade
Non-executive Director
Age: 56
A
N
S
Tenure: 3 years
Appointment: 2019
Independent: Yes
Key strengths
Corporate finance, accounting and
audit, risk management and executive
and public company leadership.
Experience
Martin, a chartered accountant,
brings extensive corporate financial
experience to Tullow from a 34-year
career in the property, engineering
and financial sectors in the UK and
across Africa, Scandinavia and
Europe. From 2005 to 2021 Martin
was chief financial officer at Land
Securities Group plc, a listed UK real
estate company. Previously, he spent
five years as group finance director
of Alvis plc, an international defence
and engineering company. Martin
holds an MA in Computer and
Natural Sciences from Cambridge
University and is also a graduate of
the Stanford Executive Program,
Stanford University, California.
Current external roles
Martin is a board trustee of the UK
arm of International Justice Mission,
a human rights charity focused on
protecting the poor from violence and
ending human slavery.
S
Sheila Khama
Non-executive Director
Age: 64
Tenure: 3 years
Appointment: 2019
Independent: Yes
Key strengths
Extractives project and policy
reform, executive leadership,
corporate governance, business
development, public–private
partnership and sustainability.
Experience
Sheila brings to Tullow a wealth of
executive experience in the banking and
natural resources sectors across Africa.
Sheila served as the chief executive
officer of De Beers Botswana from 2005
to 2010, after which she served as a
director of the extractives advisory
Mike Daly
Non-executive Director
Age: 68
Tenure: 7 years
Appointment: 2014
Independent: Yes
Key strengths
Upstream business, exploration
and appraisal executive leadership,
business development, executive and
public company leadership, technology
and innovation, environment, health,
safety and sustainability.
Experience
Mike brings significant upstream
experience to Tullow from a 40-year
career in the oil and gas business.
Mike spent 28 years at BP plc where
he held a number of senior executive
and functional roles within the
exploration and production division
across Europe, South America, the
Middle East and Asia, including eight
years as head of exploration and new
business development. He also served
on BP’s executive team as executive
vice president exploration, accountable
for the leadership of BP’s exploration
business. Mike was a member of the
World Economic Forum’s Global
Agenda Council on the Arctic and has
served on the advisory board of the
British Geological Survey. He is a
visiting professor at the Department of
Earth Sciences, Oxford University. He
holds a BSc in Geology from the
University College of Wales and a PhD
in Geology from Leeds University. Mike
is also a graduate of the Program for
Management Development, Harvard
Business School, and in 2014 was
awarded The Geological Society of
London’s Petroleum Group Medal.
Current external roles
Non-executive director of Compagnie
Générale de Géophysique, a global
provider of geoscience and geophysical
services to the oil and gas industry,
where he is chair of the health, safety,
environment and sustainable
development committee and a
member of the investment committee.
President of the Geological Society of
London, a registered UK charity.
Rahul Dhir
Chief Executive Officer
Age: 56
Tenure: 2 years
Appointment: April 2020
Independent: No
Key strengths
Upstream business, exploration,
development and operations,
executive leadership, capital markets,
M&A, environment, health, safety
and sustainability.
Experience
Rahul brings substantial leadership
experience in the oil and gas industry
to Tullow, having founded Delonex
Energy, an Africa-focused oil and
gas company in 2013. Prior to
establishing Delonex, Rahul spent
six years at Cairn India as chief
executive officer and managing
director. Under his leadership Cairn
India successfully completed a
$2 billion IPO and grew to a market
value of nearly $13 billion with
operated production of over 200,000
barrels of oil equivalent per day.
Rahul started his career as a
Petroleum Engineer, before moving
into investment banking where he led
teams at Morgan Stanley and Merrill
Lynch, advising major oil & gas
companies on merger and acquisition
and capital market related issues.
Current external roles
Member of the International Board of
Advisors at the University of Texas
at Austin.
Les Wood
Chief Financial Officer
Age: 59
Tenure: 4 years
Appointment: 2017
Independent: No
Key strengths
Upstream business, corporate
finance, accounting and audit,
business development, risk
management, executive leadership,
investor and government relations.
Experience
Les brings considerable financial
and commercial expertise to Tullow,
including major mergers and
acquisitions delivery, joining in 2014
as Vice President Commercial and
58
Tullow Oil plc 2021 Annual Report and Accounts
programme at the African Centre for
Economic Transformation. In 2013,
Sheila took up a position as director of
the Natural Resources Centre at the
African Development Bank, Abidjan,
Côte d’Ivoire. Sheila subsequently
became a policy adviser at the World
Bank in Washington in 2016. In both
roles she advised host governments on
sustainable development policies for
natural resources. During this time she
also represented the African
Development Bank as an observer on
the international board of directors of
the Extractive Industries Transparency
Initiative. Sheila holds a BA from the
University of Botswana and an MBA
from the Edinburgh University
Business School.
Current external roles
Sheila is currently a member of the
Advisory Board of the Centre for
Sustainable Development Investment,
Columbia University, and the audit
committee of the United Nations Office
of Operations, a non-executive director
of the Development Partner Institute, as
well as a non-executive Director of The
Metals Company, which is listed on the
NASDAQ Stock Exchange in New York.
R
S
Mitchell Ingram
Non-executive Director
Age: 59
Tenure: <2 years
Appointment: 2020
Independent: Yes
Key strengths
Upstream business, corporate
finance, accounting and audit,
business development, risk
management, executive leadership,
investor and government relations.
Experience
Mitchell brings a wealth of oil and
gas executive experience to Tullow,
having established a distinguished
career spanning over 28 years of
experience in the oil and natural gas
industry. Mitchell joined Anadarko in
2015 and became executive
vice-president of International, Deep
Water, and Exploration in 2018. Prior
to this, he served as development
director and then asset general
manager for the Karachaganack field
in Kazakhstan at BG Group, following
his time as managing director of QGC
Australia. Mitchell began his career
at Occidental and spent 22 years in a
number of technical and operational
roles in the UK North Sea, Qatar and
Libya. Mitchell holds a BSc in
Engineering Technology from Robert
Gordon University in Aberdeen.
Current external roles
None.
R *
S
A
N
R *
Board composition statistics
Jeremy Wilson
Senior Independent
Director
Age: 57
Tenure: 8 years
Appointment: 2013
Independent: Yes
* After nearly nine years as a non-executive
Director of Tullow, Jeremy Wilson will
be stepping down before October 2022
and will step down as Chair of the
Remuneration Committee immediately
following the Company’s Annual General
Meeting in 2022.
Key strengths
Corporate finance, accounting and
audit, business development, risk
management, executive leadership,
public company governance and
leadership and investor relations.
Experience
Jeremy brings extensive strategic and
corporate finance experience to Tullow
developed over a 30-year business
career. Most recently Jeremy spent
26 years at the investment bank
JP Morgan where he held a number
of senior executive roles including
head of European mergers and
acquisitions, co-head of global natural
resources and diversified industrials
and latterly vice chair of the bank’s
energy group. Up until mid-2020
Jeremy was a non-executive
director of John Wood Group plc, an
international engineering company
providing project and technical
services to the energy industry, where
he served as a senior independent
director on the audit and nominations
committees and chair of the
remuneration committee. Jeremy
holds an MSc in Engineering from
Cambridge University.
Current external roles
Jeremy is founder, owner and chair
of the Lakeland Climbing Centre.
Genevieve Sangudi
Non-executive Director
Age: 45
Tenure: 3 years
Appointment: 2019
Independent: Yes
* Genevieve Sangudi will be appointed Chair
of the Remuneration Committee following
the Company’s Annual General Meeting
in 2022.
Key strengths
Corporate finance, accounting and
audit, business development, risk
management, executive leadership
and investor relations.
Experience
Genevieve brings considerable
marketing, investment and fund
management experience to Tullow
from a 22-year career in the financial
sector in the US and across Africa.
Genevieve began her career in
business development as a marketing
executive at Procter & Gamble,
Boston, before joining Emerging
Capital Partners, a pan-African
private equity firm, as a partner and
managing director. At Emerging
Capital Partners Genevieve served on
the boards of portfolio companies
working closely with the executive
teams and set up the company’s
operations in Nigeria. Since 2011,
Genevieve has been managing
director, Sub-Saharan Africa, for the
American private equity company
Carlyle Group, based in Johannesburg,
South Africa, leading on a number of
significant transactions in Gabon,
Tanzania, Nigeria and Uganda.
Genevieve holds a BA from
Macalester College, St Paul,
Minnesota, an MA in International
Affairs from Columbia University,
New York, and an MBA from the
Columbia Business School,
Columbia University.
Current external roles
Genevieve is currently managing
director, Sub-Saharan Africa, for the
American private equity company
Carlyle Group.
Nationality
0–5 Years
6–10 Years
4 Years
average
tenure
58 Years
average
age
40–50 Years
51–60 Years
61–70 Years
Tenure7878+
Age1111+
6767+
7878+
6767+
British
Motswana
South Africa
Tanzanian
Independent
Non-independent
77.8%
independent
Independence
22.2%
female
Male
Female
Gender
7
2
1
5
3
6
1
1
1
7
2
7
2
Committee membership key
Committee Chair
A Audit Committee
N Nominations Committee
R Remuneration Committee
S Safety and Sustainability Committee
Tullow Oil plc 2021 Annual Report and Accounts
59
CORPORATE GOVERNANCE+
22
22
+
+
O
O
+
56
56
+
+
33
33
+
+
O
O
+
22
22
+
+
O
O
+
11
11
+
11
+
11
+
11
11
+
+
O
O
+
33
33
+
+
O
O
Stakeholder engagement
Engaging with
our stakeholders
COVID-19 still posed significant challenges in the Board’s ability to build on its relationships with all of Tullow’s key stakeholder
groups during 2021. Nevertheless, the Board sought out opportunities to engage virtually with our key stakeholders which
include investors and creditors, host nations and Tullow staff. Engagements were undertaken by the Chair, Executive Directors
and non-executive Directors and feedback from these engagements is considered during Board discussions and decision making.
Our key stakeholders
How the Board engaged
Our investors
S
R
VEST O
R IN
U
O
OUR H
O
S
T
N
A
T
I
O
N
S
OUR PEO P L E
Our host nations
S
R
VEST O
R IN
U
O
OUR H
O
S
T
N
A
T
I
O
N
S
OUR PEO P L E
Our people
S
R
VEST O
R IN
U
O
OUR H
O
S
T
N
A
T
I
O
N
S
OUR PEO P L E
- Throughout the year, the CEO and CFO
met virtually with major investors to
discuss business performance as well as
the Group’s Business Plan presented at
the Capital Markets Day in late 2020. The
CEO and CFO also engaged with major
shareholders during the process of defining
its strategy and relaying its purpose that
was presented at Tullow’s 2021 Half
Year Results.
- The CEO and CFO engaged with around 300
investors during a two-day roadshow for
the $1.8 billion Senior Notes offering.
- The CEO and CFO attended a number of
equity and debt conferences during the
year; and hosted a number of group or
1-2-1 meetings with current or prospective
investors. They have also hosted a number
of dedicated webinars for Retail Investors
to engage with this important part of our
shareholder base.
- The Chair and Senior Independent Director
met with major shareholders to discuss
governance issues.
- Tullow hosted a virtual Annual General
Meeting which was also attended by the
Directors. At the AGM on 16 June 2021,
a significant number (25.30%) of votes
were cast against Resolution 7. to re-elect
Dorothy Thompson as a Director of the
Company. Although the resolutions passed,
members of the Board, including the
Senior Independent Director, engaged
with our major shareholders who voted
against the resolution and now have
an understanding of the concerns
raised by them.
- The CEO met HE the President of Ghana
in both Accra and London during 2021; the
CEO also met Ghana’s Ministers for Finance
and Energy in Accra and regularly engaged
with them virtually.
Minister for Energy from Côte d’Ivoire and
his officials. They also engaged with senior
representatives of the Ghanaian, Gabonese,
Mauritanian and British Governments as
well as industry partners and peers.
- The CEO and other senior business leaders
- Additionally, the CEO met virtually with
met the Energy Minister for Kenya and
senior Kenyan officials in Nairobi and at
Africa Oil Week in Dubai.
many of our key stakeholders across our
business in connection with Tullow’s major
transactions during the year.
- The CEO and other senior business leaders
also met a range of senior politicians and
officials at Africa Oil Week including the
- In 2022, Tullow’s new Chairman will meet
with a range of key stakeholders from
across Tullow’s countries of operations.
- The non-executive Directors met with
members of the Tullow Advisory Panel
on three occasions during the course
of the year. These meetings provided
an opportunity to gather feedback from
employees to help shape decisions with
regards to the ongoing implementation
of the new Employee Value Proposition.
Such feedback led to the launch of some
significant initiatives to improve further
the Tullow employee experience in areas
such as recognition, hybrid working and
compensation policies.
- The CEO and CFO hosted regular virtual
town hall events which included open Q&A
throughout the year and took feedback via
regular pulse surveys.
- As travel restrictions began to lift, the
CEO and CFO were able to meet with our
employees across our locations in person,
hosting many small group discussions.
Furthermore, they championed a restyling
of our office environments to create truly
inclusive and agile working environments.
60
Tullow Oil plc 2021 Annual Report and Accounts
Audit Committee report
Dear shareholder
The Audit Committee continues to focus on ensuring that
Tullow has a strong system of financial and non-financial
controls, risk management processes and internal
audit programme. In particular, the Audit Committee’s
activities in 2021 included oversight of Tullow’s financial
reports, disclosures in key transactional documents, as
well as assessing the effectiveness of the Company’s risk
management and internal control processes. In this report,
I also outline key areas of financial judgement and estimation,
which were considered in Tullow’s accounts and the action
taken by the Committee to ensure they fairly reflect Tullow’s
financial position. In 2021 particular focus was given to
judgements made in respect of uncertain tax treatments and
the Group’s going concern assessment and disclosure as it
has evolved pre and post the comprehensive refinancing in
May. The refinancing in May removed the short-term material
uncertainties around the business continuing as a going
concern and the increasing oil price improved operating cash
flows. The Committee continued to review the performance
of our finance and supply chain outsourcing partner and
reviewed climate risk, including its TCFD analysis, scenarios
and disclosure.
The Committee has monitored the performance of Ernst
& Young LLP as the Company’s statutory external auditor.
We continue to be encouraged by the focus and insight
provided by Ernst & Young, especially in the areas of
significant judgements and their use of data analytics.
The Committee oversaw the appointment of a new Head
of Internal Audit and Risk. This was particularly important
due to the significant changes that occurred within the
organisational structure of the business and that of the
internal audit function during 2020 and 2021. Unfortunately,
the candidate left in 4Q21 to pursue other opportunities
and therefore the Committee oversaw the appointment of a
second Head of Internal Audit and Risk in 1Q22. The changes
in Head of Internal Audit and Risk and other resourcing
challenges in 2021 led to a reduction in the number of internal
audits performed, with seven of a planned 15 completed in
2021 and two in progress at the year end. The remaining five
audits have been deferred.
The Committee also met with the new Group Ethics and
Compliance Manager and received updates on matters
including the Code of Ethical Conduct, avenues available to
our staff and suppliers for speaking up, and procedures for
the detection and prevention of fraud.
Based on the results of the annual effectiveness review of
risk management and internal control, the Audit Committee
concluded that the system of internal controls operated
effectively throughout the financial year and up to the date
on which the Financial Statements were signed. There were
areas identified for improvement and the Audit Committee is
confident that they are in the process of being addressed.
Before advising the Board on the approval of the 2021
Annual Report and Accounts, the Committee asked the
Senior Leadership Team to demonstrate to the Committee
its processes and procedures for ensuring that the report
contains the relevant information necessary for shareholders
to assess Tullow’s position, performance, business model
and strategy and that it is fair, balanced and understandable.
Furthermore, the Committee, in conjunction with the Board
provided detailed feedback to Management on the 2020
Annual Report and Accounts process, which has been
addressed through the 2021 process.
Martin Greenslade
Chair of the Audit Committee
8 March 2022
Tullow Oil plc 2021 Annual Report and Accounts
61
CORPORATE GOVERNANCE Audit Committee report continued
Governance
Martin Greenslade was appointed Audit Committee Chair in
2020 following the AGM. Martin is a chartered accountant.
He was Chief Financial Officer at Land Securities Group plc
from 2005 to 2021 thus meeting the requirement of the UK
Corporate Governance Code for the Audit Committee to have
at least one member who has recent and relevant financial
experience. The other members of the Audit Committee are
Mike Daly and Jeremy Wilson. Together, the members of
the Committee demonstrate competence in the oil and gas
industry, with Mike Daly having significant prior experience in
oil and gas companies, while Jeremy Wilson brings a wider
range of industry, commercial and financial experience, which
is vital in supporting effective governance. The Company
Secretary serves as the secretary to the Committee.
The Chief Financial Officer, the Group General Counsel, the
Group Financial Controller, the Head of Internal Audit and
Risk and representatives of the external auditor are invited
to attend each meeting of the Committee and participated
in all of the meetings during 2021. The Chair of the Board
and the CEO also attend meetings of the Committee by
invitation and were present at most of the meetings in 2021.
The external auditor and the Head of Internal Audit and Risk
have unrestricted access to the Committee Chair.
In 2021, the Committee met on five occasions and also held
conference calls between meetings to consider specific
items. Meetings are scheduled to allow sufficient time for full
discussion of key topics and to enable early identification and
resolution of risks and issues. Meetings are aligned with the
Group’s financial reporting calendar.
The Committee reviewed its terms of reference during the year
to ensure they comply with relevant regulation, including the
UK Corporate Governance Code 2018, the Companies Act 2006,
the FRC’s 2016 Guidance on Audit Committees, the FRC’s 2014
Guidance on Risk Management, Internal Control and Related
Financial and Business Reporting and the FRC’s Revised Ethical
Standards 2019. The Audit Committee’s terms of reference can
be accessed via the corporate website. The Board most recently
approved the terms of reference on 20 January 2022.
Summary of responsibilities
The Committee’s detailed responsibilities are described in its
terms of reference and include:
- consider the level of assurance being provided on the risk
management and internal controls systems and whether
it is sufficient for the Board to satisfy itself that they are
operating effectively;
- review the adequacy of the whistleblowing system, and the
Company’s procedures for detecting and preventing fraud;
- review and assess the annual Internal Audit Plan, its
alignment with key risks of the business and coordination
with other assurance providers and receive a report on the
results of the Internal Audit function’s work on a periodic basis;
- oversee its relationship with the external auditor including
assessing its independence and objectivity, review the
annual audit plan to ensure it is consistent with the scope of
the audit engagement, and review the findings of the audit;
- meet with the Chief Petroleum Engineer and receive reports
from the independent reserves auditor (TRACS);
- assess the qualifications, expertise and resources of the
external auditor and the effectiveness of the audit process; and
- oversee the system of ethics and compliance, including its
procedures to prevent bribery and corruption, and response
to any significant instances of non-compliance.
Key areas reviewed in 2021
The Committee fully discharged its responsibilities during the
year and the following describes the work completed by the
Audit Committee in 2021:
Annual Report
For the Audit Committee and the Board to be satisfied with
the overall fairness, balance and clarity of the final report, the
following steps are taken:
- collaborative approach taken by the Group, with support
from the Executives and Group functions and direct input
from the Board;
- a central dedicated project team working closely with our
external auditor;
- early engagement and planning, taking into consideration
investors’ feedback, regulatory changes and leading practice;
- comprehensive guidance issued to key report contributors
across the Group;
- monitor the integrity of the Financial Statements of the
- validation of data and information included in the report
Group, reviewing and reporting to the Board on significant
financial reporting issues and judgements including going
concern and viability statement assessments;
- review and, where necessary, challenge the consistency of
significant accounting policies, and whether appropriate
accounting standards have been used;
- review the content of the Annual Report and Accounts
and advise the Board on whether it is fair, balanced and
understandable and if it provides the information necessary
for shareholders to assess Tullow’s position, performance,
business model and strategy;
- monitor and review the adequacy and effectiveness of the
Company’s internal financial controls and internal control
and risk management systems;
both internally and by the external auditor;
- a series of key proof dates for comprehensive review across
different levels in the Group that aim to ensure consistency
and overall balance;
- the approach by management and resultant disclosure
associated with climate change and TCFD; and
- Senior Management and Board review and sign-off.
Financial reporting
As part of the financial reporting process, the Committee
kept under review ongoing and emerging financial reporting
risks and judgements. The Committee met in September 2021
to review half-year Financial Statements and in December
2021 to discuss an initial view of key financial reporting risks
and judgements before the year end process. Finally, the
Committee met for the full-year accounts approval in March
2022. At each stage of the process, the Committee
62
Tullow Oil plc 2021 Annual Report and Accounts
considered the key risks identified as being significant to the 2021 Annual Report and Accounts as well as accounting policy
changes and their most appropriate treatment and disclosure. The primary areas of judgement considered by the Committee
in relation to the 2021 accounts and how these were addressed are detailed overleaf. The related Group accounting policies
can be found on pages 109 to 119.
Significant financial
judgements and areas
of estimation
How the Committee addressed these judgements and areas of estimation
Carrying value
of intangible
exploration and
evaluation assets
A detailed accounting paper was received by the Committee from Management on the Group’s exploration and
evaluation assets, with a separate paper for Kenya, given its materiality. The papers documented Management’s
assessment of indicators for impairment and, if required, showed calculations for the impairments. The Committee
reviewed these papers and challenged Management’s position, with particular focus on the Kenya development project
given key changes to the project in 2021, at the March Audit Committee meeting.
The Committee supported Management’s assessment that an impairment was not required in respect of Kenya based
on the judgemental assessment performed. The Committee also concurred that exploration assets in Suriname should
be written off as proposed by Management and ensured there was an appropriate disclosure of this judgement in the
Annual Report and Accounts.
Carrying value of
property, plant and
equipment (PP&E)
The Committee received and reviewed the papers prepared by Management on the Group’s oil price and discount rate
assumptions, which are used in the assessment of the carrying value of PP&E. At the September, December and March
Audit Committee meetings these assumptions were challenged by the Committee compared to independent oil price
forecasts. The Committee also challenged the Company’s calculation of discount rates, with particular focus on the
asset and exploration risk adjustments made by Management to a peer group weighted average cost of capital.
At the September and March Audit Committee meetings the Audit Committee reviewed and challenged detailed papers
on Management’s assessment of impairment triggers and resulting impairment tests for PP&E. The Committee
gave particular focus to TEN, given the materiality of historical impairments made to that asset. The Committee also
discussed the Group’s reserves and resources with the Group’s principal external reserves auditor, TRACS, at the
March Committee meeting to gain comfort over Management’s view of the carrying value of PP&E. The Committee
concurred with the impairment and impairment reversals proposed by Management and ensured there was an
adequate disclosure of this judgement in the Annual Report and Accounts.
Going concern
and viability
A detailed accounting paper and cash flow analysis was prepared by Management and provided to the Committee,
which then reviewed and challenged the assumptions and judgements in the underlying going concern and viability
statement forecast cash flows. The Committee discussed with Management the risks, sensitivities and mitigations
identified by Management to ensure the Company can continue as a going concern. The Committee agreed with
Management that the previously disclosed material uncertainties have been resolved following the refinancing in
May 2021. The Committee also discussed the five-year time horizon used by Management for the viability statement
which aligns with the revised debt maturities following the refinancing in 2022.
The Committee concurred with Management’s assessment and ensured there was an adequate disclosure of this
judgement in the Annual Report and Accounts.
Decommissioning
costs
A detailed paper was prepared by Management detailing the Group’s decommissioning provision assumptions making
reference, where appropriate, to relevant third-party reports, operator estimates and market data. At the December
and March Audit Committee meetings, the Committee challenged the reasonableness of Management’s assessment
of the changes to estimated decommissioning costs made during 2021. The Committee concurred with Management’s
assessment and ensured there was an adequate disclosure of this judgement in the Annual Report and Accounts.
Provisions
A detailed accounting paper was prepared by Management on provisions and reviewed by the Committee. This included
a summary of independent legal advice on such disputes where appropriate. The Committee regularly monitors the
risk by receiving regular summaries of all open litigations and disputes as part of the Group’s Quarterly Performance
reporting. The Committee then challenged Management’s position at the December and March Audit Committee
meetings. The Committee concurred with Management’s assessment and ensured there was an adequate disclosure of
this judgement in the Annual Report and Accounts.
Uncertain tax
and regulatory
treatments
Detailed accounting papers on all tax and regulatory exposures were prepared by Management for the Committee’s
review. Where relevant, the papers included summaries of external legal or tax advice on particular tax claims and
assessments received. The Committee also met with the Head of Tax in the September and March meetings to discuss
and challenge the key judgements and estimates made including the likelihood of success and the quantum of the total
exposure for which provision had been made. The Committee concurred with Management’s assessment and ensured
there was an adequate disclosure of this judgement in the Annual Report and Accounts.
Tullow Oil plc 2021 Annual Report and Accounts
63
CORPORATE GOVERNANCE - Matters discussed included the auditor’s assessment
of significant financial risks and the performance of
Management in addressing these risks, the auditor’s
opinion of Management’s role in fulfilling obligations for
the maintenance of internal controls, the transparency
and responsiveness of interactions with Management,
confirmation that no restrictions have been placed on it by
Management, maintaining the independence of the audit,
and how it has exercised professional challenge.
- In order to ensure the effectiveness of the external audit
process, Ernst & Young LLP conducts an audit risk
identification process at the start of the audit cycle. This
plan is presented to the Audit Committee for its review
and approval and, for the 2021 audit, the key audit risks
identified included: Oil and gas reserve estimation;
Impairment of Kenya exploration and evaluation (‘E&E’)
assets; Impairment and impairment reversal assessment
of Oil & Gas assets; Manipulation of period-end manual
journals in order to overstate revenue and management
override of controls; Estimation of Ghana decommissioning
costs; and Uncertain tax treatments. These and other
identified risks are reviewed through the year and reported
at Audit Committee meetings where the Committee
challenges the work completed by the auditor and tests
Management’s assumptions and estimates in relation to
these risks. The Committee also seeks an assessment
from Management of the effectiveness of the external audit
process. In addition, a separate questionnaire addressed to
all attendees of the Audit Committee and Senior Finance
Managers is used to assess external audit effectiveness.
As a result of these reviews, the Audit Committee considered
the external audit process to be operating effectively.
- The Committee closely monitors the level of audit and
non-audit services provided by the external auditor to
the Group. Non-audit services are normally limited to
assignments that are closely related to the annual audit
or where the work is of such a nature that a detailed
understanding of the Group is necessary. An internal
Tullow standard for the engagement of the external auditor
to supply non-audit services is in place to formalise
these arrangements. It was revised in January 2022 and
is reviewed bi-annually. It requires Audit Committee
approval for all non-trivial categories of non-audit work.
A breakdown of the fees paid in 2021 to the external
auditor in respect of audit and non-audit work is included
in note 4 to the Financial Statements and summarised
on the next page.
Audit Committee report continued
Allocation of Audit Committee time* (%)
Oversight of
relationship with
the external
auditor 5%
Risk management
process
and internal
controls 15%
6060+
Internal Audit 15%
* Percentages are approximate.
Ethics and
compliance 5%
Financial
reporting and
judgements 60%
External auditor
Making recommendations to the Board on the appointment
or re-appointment of the Group’s external auditor, overseeing
the Board’s relationship with the external auditor and
overseeing the selection of a new external auditor, and
assessing the effectiveness of the external audit process
is a key responsibility of the Audit Committee.
- The UK Corporate Governance Code states that the Audit
Committee should have primary responsibility for making a
recommendation on the appointment, re-appointment or
removal of the external auditor. On the basis of the competitive
tender process carried out in 2018, the Committee
recommended to the Board the appointment of Ernst & Young
LLP as Tullow’s statutory auditor for the 2020 financial year,
which was approved by shareholders at the 2020 AGM. Under
current regulations, the Group will be required to retender the
audit by no later than the 2030 financial year.
- The external auditor is required to rotate the audit partner
responsible for the Group audit every five years. Mr Paul
Wallek is Ernst & Young LLP’s lead audit partner with effect
from 2020.
- The Audit Committee assessed the qualifications, expertise
and resources, and independence of Ernst & Young LLP
as well as the effectiveness of the audit process. This
review covered all aspects of the audit service provided
by Ernst & Young LLP, including obtaining a report on
the audit firm’s own internal quality control procedures
and consideration of the audit firm’s annual transparency
reports in line with the UK Corporate Governance Code. The
Audit Committee also approved the external audit terms of
engagement and remuneration. During 2021 the Committee
held private meetings with the external auditor. The Audit
Committee Chair also maintained regular contact with the
audit partner, Mr Paul Wallek, throughout the year. These
meetings provide an opportunity for open dialogue with the
external auditor without Management being present.
64
Tullow Oil plc 2021 Annual Report and Accounts
+
15
15
+
+
15
15
+
+
5
5
+
+
5
5
+
+
O
O
- In addition to processes put in place to ensure segregation
of audit and non-audit roles, Ernst & Young LLP is required,
as part of the assurance process in relation to the audit, to
confirm to the Committee that it has both the appropriate
independence and the objectivity to allow it to continue to
serve the Members of the Company. This confirmation is
received every six months and no matters of concern were
identified by the Committee.
Fees payable to auditor (%)
Non-audit
– Corporate
finance 12%
Half year 20%
6666+
Non-audit –
Other services 2%
Audit
services 66%
Internal controls and risk management
Responsibility for reviewing the effectiveness of the Group’s
risk management and internal control is delegated to the
Audit Committee by the Board.
In 2021, the Audit Committee reviewed, discussed and
briefed the Board on risks, controls and assurance, including
the annual assessment of the system of risk management
and internal control, to monitor the effectiveness of the
procedures for internal control over financial reporting,
compliance and operational matters.
The Audit Committee obtained comfort over the effectiveness
of the Group’s risk management and internal control systems
through various assurance activities that included:
- audits undertaken by the Internal Audit team;
- assurance undertaken by the Group functions and
Business Units;
- enterprise risk management and assurance processes;
- the external auditor’s observations on internal financial
controls identified as part of its audit; and
- regular performance, risk and assurance reporting by the
Business Unit and Corporate teams to the Board.
During the year, in concert with the Board, the Audit
Committee completed a robust assessment of the significant
risks facing the Company, including those that would threaten
its business model, future performance, solvency or liquidity.
This assessment included the identification of emerging risks.
The assessment process included engagements with the
Senior Leadership Team helping to support understanding,
ownership and accountability of enterprise-wide risks across
all layers of the Company. For each of the principal risk
categories, the Board reviewed the risk strategies ensure
they were still valid and their associated risk appetites.
Internal Audit periodically presented its findings to the Audit
Committee over delivery of the assurance plan, progress
of issues raised and their timely resolution. On occasions,
Senior Management representatives from the business were
also invited to the Audit Committee to provide updates on key
matters such as business process outsourcing and annual tax
strategy review.
In addition, during the year, the Audit Committee received
reports from the principal independent reserves auditor
TRACS and reviewed the arrangements in place for managing
risk relating to the Group’s critical information systems.
All identified findings were assessed, with no indications of
fraud noted.
Based on the results of the annual effectiveness review of risk
management and internal control systems, the Audit Committee
concluded that the system of internal controls operated
effectively throughout the financial year and up to the date
on which the Financial Statements were signed. There were
areas identified for improvement and the Audit Committee is
confident that they are in the process of being addressed.
Internal audit requirements
The Audit Committee’s role is to consider how the Group’s
internal audit requirements are satisfied and make relevant
recommendations to the Board. Throughout 2021 the
Committee requested and received reports from Management
on its resource and budget planning for the Internal Audit
function in order to assess the effectiveness of internal audit
and satisfy itself that the quality, experience and expertise
of the function is appropriate for the business. The level of
internal resource available to the function was lower than
anticipated at the beginning of the year due to vacancies
for part of the year, and so the Committee challenged
Management to ensure sufficient budget was made available
for additional external resource where required, including
consultants for specialised audits. The Committee also
regularly provided feedback on progress against the 2021
internal audit plan and guidance on the prioritisation of
certain audits focused on the effectiveness of the control
environment, with audits related to longer-term issues such
as climate change deferred into 2022.
- A new Group Head of Internal Audit and Risk was appointed
to the role in 2021. However, the individual subsequently
resigned and a new Head of Internal Audit and Risk
joined the Group in February 2022. The position’s main
responsibilities include evaluating the Group’s assessment
of the overall control environment.
Tullow Oil plc 2021 Annual Report and Accounts
65
CORPORATE GOVERNANCE+
20
20
+
+
12
12
+
+
2
2
+
+
O
O
Audit Committee report continued
Internal audit requirements continued
- The Committee reviewed and challenged the programme
of 2021 internal audit work developed to address both
financial and overall risk management objectives identified
within the Group during the planning phase. The plan was
subsequently adopted with progress reported at the Audit
Committee meetings. A total of 15 internal audits were
initially planned for 2021 however seven were completed
and two in progress at the year end. The remaining five
audits have been deferred. The primary change in the
plan was due to changes in the Head of Internal Audit
and Risk role and other resourcing constraints as well as
re-assessments of the priorities of the organisation. Based
on the nature of the audits completed and those deferred
relating to longer-term issues such as climate change, the
assurance performed by Management and subsequently
assessed by the Committee and the smaller scale of
organisation, the Committee believes an appropriate level
of assurance has been performed over the Group internal
control environment.
- Internal Audit also ran a systematic programme of audits of
suppliers’ compliance with commercial and business ethics
clauses, including bribery and corruption with regard to
significant and high-risk contracts.
- Detailed results from the internal audits were reported
to Management and in summary to the Audit Committee
during the year. Where required, the Audit Committee
receives full reports and details on any key findings. The
Audit Committee receives regular reports on the status of
the implementation of Internal Audit recommendations.
- The Audit Committee assessed the effectiveness of Internal
Audit through meeting with the Head of Internal Audit, its
review and assessment of the Internal Audit Plan and the
results of audits reported.
Whistleblowing procedure
We ensure that an effective whistleblowing procedure is in place.
- In line with best practice and to ensure Tullow works to the
highest ethical standards, an independent whistleblowing
procedure was established in 2011 and operated
throughout 2021 to allow staff to confidentially raise
any concerns about business practices. This procedure
complements established internal reporting processes.
The whistleblowing policy is included in the Code of Ethical
Conduct which is available to all staff in printed form and
on the corporate intranet. Each member of staff is annually
required to complete an online awareness course to refresh
their knowledge of key provisions of Tullow’s Code of Ethical
Conduct, which was included as a Group-wide KPI. The
Committee considers the whistleblowing procedures to be
appropriate for the size and scale of the Group.
- The Committee receives from the Group Ethics and
Compliance Manager summaries of investigations of
significant known or suspected misconduct by third parties
and employees including ongoing monitoring and following
up of internal investigations.
Review of effectiveness of the Audit Committee
- In March 2022, the Audit Committee undertook a review of
its effectiveness during 2021, with the results reported to
the Board. The Committee was considered to be operating
effectively and in accordance with the UK Corporate
Governance Code and the relevant guidance. The feedback
provided has been used to shape the agendas and the
annual rolling agenda of the Committee in 2022.
66
Tullow Oil plc 2021 Annual Report and Accounts
Nominations Committee report
Dear shareholder
The main function of the Nominations Committee is to
ensure that the Board and its Committees are appropriately
constituted and have the necessary skills and expertise to
support the Company’s current and future activities and
deliver its strategy for sustainable long-term success. Below
Board level, the Committee focuses on the recruitment,
development and retention of a diverse pipeline of managers
who will occupy the most senior positions in the Company in
the future.
The diversity of a board contributes to its success and
I am pleased that we continue to have a strong African
membership and a strong female membership on the Board.
The key activity of the Committee in 2021 was two-fold: 1) the
appointment and oversight of a Chair Selection Committee
to search for a new independent non-Executive Chair of the
Board, which resulted in the announcement on 25 October
2021 of the appointment of myself, Phuthuma Nhleko; and
2) the search for a new Chief Financial Officer and Executive
Director, which is ongoing as at the date of this Report and
expected to conclude shortly.
I was appointed as an independent non-executive Director
of the Board and Chair Designate on 25 October 2021.
Dorothy Thompson stepped down as Chair of the Board and
Chair of the Nominations Committee on 31 December 2021,
whereupon I was appointed as the independent non-executive
Chair of the Board and Chair of the Nominations Committee
with effect from 1 January 2022. Because Dorothy Thompson
was Chair of the Committee during the search for her
replacement, the Committee appointed a Chair Selection
Committee led by the Senior Independent Director, Jeremy
Wilson, the Chair Selection Committee focused on identifying
candidates that possessed the skills, experience and values
required to lead the Board and support our Executive
Directors to deliver our long-term strategy in pursuit of our
purpose. These included: excellence in leadership; a strong
depth of experience of working in and with our African host
countries; experience in oil and gas; and a conviction for
creating value for all our stakeholders. I am delighted to
have been appointed as Chair of Tullow, a company I have
followed with much interest since its inception and I believe
is uniquely placed to develop the oil and gas resources of
our host countries efficiently and safely while minimising its
environmental impact. I look forward to supporting the Tullow
team as they grow the business, deliver shared prosperity
and create value for our investors, staff, host nations and
communities. My biography can be found on page 58 of
this report.
The search process for a new Chair of the Board was assisted
by the search consultant Russell Reynolds, which has no
other connection with the Company, its Group or any of the
Directors. The search process for a new Chief Financial
Officer and Executive Director is being assisted by the search
consultant Cripps Sears, which has no other connection
with the Company, its Group or any of the Directors.
The Committee is also responsible for ensuring there
are plans in place for the orderly succession of Senior
Manager positions within the business. The Committee and
the Board reviewed the proposals and arrangements for
the recruitment, development and retention of managers
occupying the senior positions in the Company. In 2022, the
Committee will continue in this work and will be particularly
focused on ensuring the team has the necessary skills
and expertise to deliver the future business strategy whilst
achieving a diverse and inclusive workforce population
with a nationality mix which is representative of our assets’
geographic footprint and improves our gender diversity.
Further details of our Inclusion and Diversity policy and how
it has been implemented in 2021, including our diversity
statistics, can be found on pages 34 and 35. The Committee is
conscious that, following the resignation of Dorothy Thompson
from the Board on 31 December 2021, the Board is no longer
composed of at least 33% women. However it is pleased
that, following my appointment, the Board has increased its
diversity of nationalities and is more representative of our
assets’ geographic footprint. The Committee will continue to
review the diversity of skills and experience at the Board and
the need for gender diversity remains a priority.
In October 2021, the Committee initiated an internal
evaluation of the performance of the Board and its
Committees. Further details on the process and results of
the evaluation can be found on pages 54 and 55 and those
results have been used to update the annual rolling agendas
of the Board and its Committees and will shape the training
programme for Directors, and will continue to inform the
work of the Committee in 2022.
Phuthuma Nhleko
Chair of the Nominations Committee
8 March 2022
Tullow Oil plc 2021 Annual Report and Accounts
67
CORPORATE GOVERNANCE Committee membership and meetings
The membership and attendance of the Committee meetings
held in 2021 are shown on page 54.
In addition to three formal meetings, the Committee held
several informal discussions, telephone conference calls and
interviews during the year and were assisted in the critical
decisions arising from these discussions through consultation
with the whole Board.
Nominations Committee report continued
Committee’s role
The Committee reviews the composition and balance of
the Board and Senior Managers on a regular basis. It also
ensures robust succession plans are in place for all Directors
and Senior Managers. When recruiting new Executive or
non-executive Directors, the Committee appoints external
search consultants to provide a list of possible candidates,
from which a shortlist is produced. External consultants
are instructed that diversity is one of the criteria that the
Committee will take into consideration in its selection of the
shortlist. The Committee’s terms of reference are reviewed
annually and are set out on the corporate website.
Committee’s main responsibilities
The Committee’s main duties are:
- reviewing the structure, size and composition of the Board
(including the skills, knowledge, experience and diversity of
its members) and making recommendations to the Board
about any changes required;
- identifying and nominating, for Board approval, candidates
to fill Board vacancies as and when they arise;
- succession planning for Directors and other
Senior Managers;
- reviewing annually the time commitment required of
non-executive Directors; and
- making recommendations to the Board regarding membership
of the Audit, Remuneration and other Committees in
consultation with the Chair of each Committee.
68
Tullow Oil plc 2021 Annual Report and Accounts
Committee’s role
The Committee’s role is to monitor the performance and
key risks that the Company faces in relation to safety
and sustainability.
The Committee oversees the processes and systems put
in place by the Company to meet our stated objectives
of protecting employees, the communities in which we
operate and the natural environment, and potential future
changes in external market drivers. Additionally, it monitors
the effectiveness of operational organisations across the
Company in delivering continuous improvement in EHS
through reviewing a wide range of EHS leading and lagging
indicators to gain an insight into how EHS policies, standards
and practices are being implemented.
The Committee continues to review high-potential incidents
(5 in 2021), especially where they have occurred repeatedly
in one location or activity. During 2021 we reviewed
incident trends, including events where there was a loss
of containment of a hazardous fluid in order to identify
common causations and ensure that improvement activities,
including initiatives/campaigns, were appropriately targeted.
The Committee also scrutinises the outcome of audits and
investigations and importantly the closure of related actions.
Additionally, the Committee reviews Tullow’s broader
sustainability performance against our goals, aligned to our
overall purpose and business strategy. This includes receiving
updates on Tullow’s performance as evaluated by ESG ratings
agencies, our shared prosperity performance, progress of
our Net Zero strategy and also the health of the organisation
through employee engagements.
Safety and Sustainability Committee report
Dear shareholder
The Safety and Sustainability Committee monitors the
performance and sets the forward-looking agenda for the
Company in relation to Safe Operations, Shared Prosperity,
Environmental Stewardship and Equality and Transparency.
The Committee also executes in-depth reviews of strategically
important areas of concern for the Group.
In 2021 the Committee continued to recognise the importance
of process safety and particularly the need for a focus on
asset integrity and maintenance in Ghana with performance
reviewed at each Committee meeting. There was also
renewed focus on maximising the learning from both
occupational and process safety related incidents across
every part of the business, including the non-operated part of
our activities. The Committee has also had several deep dives
relating to the decision and preparations to self-operate the
KNK FPSO in Ghana from mid-2022.
Through 2021 COVID-19 continued to present a huge
challenge to our people, however, their commitment and
professionalism have resulted in continued safe operations
through the year.
Tullow continued to review its overall approach to
sustainability, with a focus on embedding sustainability in the
organisation. This involved regular review of the performance
of our Net Zero plan; our socio-economic investments; our
local content plans and also the performance of our teams
and their engagement. The Group reviewed its business for a
third year against the recommendations of the Task Force on
Climate-related Financial Disclosures (TCFD), and for the first
time used third party to assure all of our non-financial data
and disclosure. The Committee reviewed the Climate Policy
and Human Rights policy, and continued to the review the
progress of the Net Zero Plan; the decarbonisation initiatives
identified to reduce emissions and eliminate routing flaring on
Jubilee and TEN and the carbon offsetting project which is at
the feasibility stage of sourcing nature-based projects in Ghana.
At the end of 2020 I took on responsibility of Chair of the
Safety and Sustainability Committee and welcomed Genevieve
Sangudi as a member of the Committee.
Mitch Ingram
Chair of the Safety and Sustainability Committee
8 March 2022
Tullow Oil plc 2021 Annual Report and Accounts
69
CORPORATE GOVERNANCE Safety and Sustainability Committee report continued
The Committee’s focus in 2022
- A continuing emphasis on process safety, the asset integrity
in Ghana, topsides and subsea.
- Continually improving performance of safety, operational,
environmental and risk management.
- Reviewing the capability and organisation to deliver safety
and sustainability performance.
- Ensuring sustainable value creation through the delivery of
the sustainability strategy.
- A continuing focus on progress of the Net Zero delivery plan
in the near term (elimination of flaring by 2025) and the
long-term Net Zero on scope 1 and 2 emissions on a net
equity basis by 2030.
- For our SECR disclosures, please go to pages 50 and 51 of
the Strategic Report.
Committee’s main responsibilities
The Committee’s main responsibilities are:
- to review and provide advice regarding the Safety and
Sustainability, Climate and Human Rights policies of
the Company;
- to monitor the performance, including regulatory
compliance, of the Company in the progressive
implementation of its environmental, health, security and
asset protection, and safety policies, including process
safety management;
- to review matters relating to material environmental,
health, security and asset protection, and safety risks, and
to consider material regulatory and technical developments
in the fields of environmental, health, security and asset
protection, and safety management;
- to review the pathways to decarbonise Tullow’s operations,
and the associated costs and risks and to approve the
timeframe in which Tullow intends to achieve Net Zero; and
- to review Tullow’s approach to delivering shared
prosperity, including local content, social investment
and social performance.
The Committee’s terms of reference are reviewed annually
and are available on the corporate website. The Committee’s
organisation changed at the end of 2020 with a handover
of the Chair position to Mitchell Ingram. The Committee
currently comprises four non-executive Directors. The
membership of the Committee and attendance throughout the
year is set out on page 54. The Committee is supported by the
Company Secretary and the principal members of the Senior
Leadership Team who report to the Committee are Julia Ross,
Director of People and Sustainability and Wissam Al-Monthiry,
Ghana MD.
The safety and sustainability related KPIs that the Company
measured its performance on in 2021 can be found on pages
75 and 76 of this report.
70
Tullow Oil plc 2021 Annual Report and Accounts
Remuneration report
Annual statement
on remuneration
The Remuneration Committee is focused on ensuring
Executive Directors and Senior Managers are rewarded
for promoting the long-term sustainable success of the
Company and delivering on its strategy.
Dear shareholder
On behalf of the Board, I am presenting the Remuneration
Committee’s report for 2021 on Directors’ remuneration.
The report is divided into three main sections:
- this Annual Statement, which contains a summary of
performance and pay for 2021, an overview of Executive
Director remuneration for 2021 and 2022 and details in
respect of the operation of the Committee;
- the 2021 Annual Report on Remuneration, which provides
details of the remuneration earned by Directors in the
year ended 31 December 2021 and how the Policy will be
operated in 2022; and
- the Directors’ Remuneration Policy Report, which was
formally approved by the shareholders at the 2020 AGM and
sets out the forward-looking Directors’ Remuneration Policy
for the Company.
2021 context
2021 was a year of transition for the business and our
workforce. I would like to take this opportunity to thank all
of our workforce for their efforts in delivering key initiatives
in what was a year of transition for themselves moving
from a COVID-19 restricted working environment to a truly
hybrid working environment. These initiatives undoubtedly
have put Tullow firmly back on the path towards creating
sustainable long-term value both for our shareholders and
for the communities in which we operate. The successful
transformational refinancing allowed the Company to repay
and redeem existing bonds due in 2021 and 2022 and repay
and cancel the RBL facility, creating a clear pathway for
Tullow to invest in its assets to maximise their value and
deliver its cash generative plan. At the same time, asset
sales in Equatorial Guinea and Gabon were completed,
strengthening the balance sheet further. Whilst securing
the finances of the Company was key in 2021, the improved
operational performance through 2021 was also important to
underpin the business for the future and reflected the strong
performance by the teams; combined FPSO uptime was
in excess of 97%, Jubilee gas offtake averaged 85 mmscfd
“ The Remuneration Committee
seeks to align reward with the
Company’s strategy, culture
and delivery of long-term
shareholder value.”
Jeremy Wilson
Chair of the Remuneration Committee
and water injection averaged over 200 kbwpd, and Tullow
completed the drilling of 4 wells, allowing the Company to
achieve an average oil production of 59,200 bopd.
Summary of Executive Director remuneration for 2021
The Committee deliberated and has determined that it is
appropriate to make TIP Awards to our Executive Directors.
The KPI scorecard at 51.2% of maximum for 2021 reflects
the achievements led by the Executive Directors to stabilise
and put Tullow firmly back on the path to creating long-term
value. The details of the KPI scorecard can be found on page
14. It was noted that there had been strong performance
across a number of our KPIs including safety, financials,
production, business plan implementation, capital structure
and sustainability. The share price also increased by c.57%
over the course of FY21. As such, the Committee felt it
appropriate to award a TIP to both Rahul Dhir and Les
Wood at 204% of salary (i.e. 51% of the maximum 400% of
salary potential), which takes into account the progress
against annual KPIs and the TSR measurement period,
which commenced 1 July 2020, when Rahul Dhir joined the
Company. In line with the Policy, 100% of salary is paid in
cash, with the remaining 104% of salary deferred into shares
which vest after five years.
Tullow Oil plc 2021 Annual Report and Accounts
71
CORPORATE GOVERNANCE At the beginning of last year, I engaged with many of the
Company’s major shareholders and institutions which
represent the views of many of our stakeholders to ensure an
understanding of the remuneration decisions taken ahead of
last year’s AGM. This year I will again be contacting our major
shareholders with an offer of engagement prior to the AGM
and look forward to any feedback they wish to provide.
Directors’ Remuneration Policy
The existing Policy was approved by shareholders at the
2020 AGM and will therefore require reapproval at the 2023
AGM. During the course of 2022, the Committee will consider
whether any changes are required to the Policy. Any material
changes will be the subject of prior consultation with our
major shareholders.
Remuneration Committee Chair
I will be stepping down as Chair of the Remuneration
Committee after the forthcoming AGM in 2022 and
will be replaced by Genevieve Sangudi as Chair of the
Remuneration Committee.
Concluding thoughts
On behalf of the Committee, I would like to thank
shareholders for their vote approving the Directors’
Remuneration Report at the last AGM. I look forward to your
continued support over the coming year where a key task of
the Committee is to review the current remuneration policy
in anticipation of a binding vote in 2023 and we will therefore
be seeking to consult with key shareholders on any significant
changes during the second part of 2022. If you have any
comments or questions on any element of the report, please
contact me via our Company Secretary, Adam Holland, at
companysecretary@tullowoil.com.
Jeremy Wilson
Chair of the Remuneration Committee
8 March 2022
Summary of Executive Director remuneration for 2022
Base salary levels were last increased with effect from
1 January 2019 (3% increase) and frozen in 2020 and 2021.
Considering the higher inflation environment, the standard
pay increase awarded to UK based employees will be 3% and
the Committee has agreed the same increase for Rahul Dhir.
Given his planned departure, there will be no salary increase
for Les Wood.
We have finalised our KPI scorecard for 2022 with a focus on
production, safety, cash flow, sustainability, and unlocking
value through the delivery of critical activities. Details can
be found on page 15. We believe all targets to be suitably
challenging.
When our new CEO joined in July 2020, as previously mentioned
we needed to restart the relative Total Shareholder Return (TSR)
metric from July 2020 so he bore no penalty or reward for
the time before he joined. We also reduced the weighting
of the TSR measure over 2020 and 2021 to 25% and 35%
respectively. This will revert to a 50% weighting in 2022, to
rebalance the focus placed on short-term and longer-term value
creation and to better reflect the shareholder experience.
For our new CFO, any TIP payable for 2022 will be pro rated
for time served in 2022.
Remuneration arrangements for the wider workforce
As noted in my statement last year, the Committee reviewed
the revised Employee Value Proposition in December 2020
and was pleased to report its alignment with the Values and
culture of the Company. The Committee has monitored the
implementation and effectiveness of the new arrangements
throughout 2021 and is confident that the new arrangement is
supporting the high-performance culture encouraged in the
Company. The Committee will continue to consider the
alignment of remuneration arrangements through the workforce
ensuring all employees are rewarded fairly and consistently
for their contribution to the overall Company performance.
Stakeholder engagement
During the year, members of the Committee met with the
workforce Tullow Advisory Panel (TAP), a staff panel, which
collectively represents Tullow’s global workforce. These
meetings provided an opportunity to gather feedback from
employees to help shape decisions with regards to the ongoing
implementation of the new Employee Value Proposition. Such
feedback led to the launch of some significant initiatives to
improve further the Tullow employee experience in areas
including benefits and compensation policies.
Assessment of TIP Awards
Target %
9.8
9.8
13%
9.8
9.8
6.5
6.5
Achieved %
9.8
7.0
9.9
5.5
9.1
4.7
5.2
0
35
Target
100%
Achieved
51.2%
0%
10%
20%
30%
40%
50%
60%
70%
90%
90%
100%
Safety Financial Performance Production Business Plan Implementation
Capital Structure Sustainability Leadership Effectiveness Total Shareholder Return
72
Tullow Oil plc 2021 Annual Report and Accounts
Remuneration report continued
Annual Report on Remuneration
Directors’ remuneration (audited)
The remuneration of the Directors for the year ended 31 December 2021 payable by Group companies in respect of qualifying
services and comparative figures for 2020 are shown in the table below:
Fixed pay
Tullow Incentive Plan
Salary/fees 1
£
Pensions 2
£
Taxable
benefits 3
£
TIP cash
£
Deferred
TIP shares 4
£
Total
£
Total
fixed
pay
Total
variable
pay
Executive Directors
Rahul Dhir5
2021 580,000
87,000
7,010
580,000
606,796 1,860,806
674,010 1,186,796
Les Wood6
2021 461,500
115,374
78,291
461,495
482,816 1,599,476
655,165
944,311
2020
291,580
43,738
1,461
174,870
174,870
686,519
336,779
349,740
Subtotal 2021
Subtotal 2020
Non-executive Directors
2020
461,500
115,374
10,846
185,521
185,521
958,762
587,720
371,042
2021 1,041,500
202,374
85,301 1,041,495 1,089,612 3,460,282 1,329,175 2,131,107
2020
753,080
159,112
12,307
360,391
360,391
1,645,281
924,499
720,782
Dorothy Thompson7
2021 300,000
Mike Daly
Jeremy Wilson
2020
506,560
2021
65,000
2020
80,000
2021
95,000
2020
95,000
Genevieve Sangudi
2021
65,000
Sheila Khama
2020
65,000
2021
65,000
2020
65,000
Martin Greenslade9
2021
85,000
Mitchell Ingram10
2020
78,720
2021
80,000
2020
20,250
Phuthuma Nhleko8
2021
11,082
Former non-executive Directors
Steve Lucas
Subtotal 2021
2020
26,550
2021 766,082
Subtotal 2020
(includes former
non-executive Directors)
2020
937,080
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
5,338
–
–
890
3,979
–
781
–
2,329
–
–
–
–
–
–
890
12,427
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
300,000
300,000
511,898
511,898
65,000
65,000
80,000
80,000
95,890
95,890
98,979
98,979
65,000
65,000
65,781
65,781
65,000
65,000
67,329
67,329
85,000
85,000
78,720
78,720
80,000
80,000
20,250
20,250
11,082
11,082
26,550
26,550
766,972
766,972
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
–
949,507
949,507
n/a
Total
2021 1,807,582
202,374
86,191 1,041,495 1,089,612 4,227,254
2,096,147 2,131,107
Total (includes former
non-executive Directors)
2020 1,690,160
159,112
24,734
360,391
360,391 2,594,788
1,874,006
720,782
1. Base salaries of the Executive Directors have been rounded up to the nearest £10 for payment purposes, in line with established policy.
2. None of the Executive Directors have a prospective entitlement to a defined benefit pension by reference to qualifying services. Both Rahul Dhir and Les Wood
receive cash in lieu of pension contribution.
3. Taxable benefits comprise private medical insurance for all Executive Directors and any other taxable expenses. Travel and subsistence benefits provided to
Executive Directors and NEDs have also been included on a grossed-up basis as Tullow meets the UK tax liability on their behalf.
4. These figures represent that part of the TIP Award required to be deferred into shares.
5. Rahul Dhir was appointed Chief Executive Officer effective 1 July 2020. Benefits consist of medical insurance and travel expenses.
6. 2020 and 2021 benefits for Les Wood include a cash buyout of five days, annual leave equating to £8,875. This was an arrangement for all employees as a
response to the COVID-19 pandemic and the ability to utilise annual leave. Expenses include outplacement services in relation to his planned departure.
Tullow Oil plc 2021 Annual Report and Accounts
73
CORPORATE GOVERNANCE
Annual Report on Remuneration continued
Directors’ remuneration (audited) continued
7. Dorothy Thompson was appointed Non-Executive Chair of the Board on 21 July 2018 and served as Executive Chair of the Board from 9 December 2019 until 8
September 2020, including a transitionary period from 1 July 2020 to 8 September 2020, whereafter she returned to her position as Non-Executive Chair of the
Tullow Board. She stepped down from the Board on 31 December 2021.
8. Phuthuma Nhleko was appointed Non-Executive Director and Chair Designate effective 25 October 2021 and Non-Executive Chair effective 1 January 2022.
9. Martin Greenslade was appointed Chair of the Audit Committee following the AGM on 23 April 2020.
10. Mitchell ingram was appointed as Board member effective 9 September 2020.
Material contracts
There have been no contracts or arrangements during the financial year in which a Director of the Company was materially
interested and/or which were significant in relation to the Group’s business.
Payments to past Directors
No payments were made to past Directors in 2021.
Payments for loss of office
No payments were made for loss of office of Executive Directors in 2021.
As announced September 2021, Les Wood will be stepping down from the Board during 2022 following publication of Tullow’s
2021 results.
Les Wood will continue to receive his base salary, pension and benefits through to his departure date. Any remaining balance
of his notice period will be paid following his departure. Les remained eligible for a TIP award for FY2021, which was
assessed on the original performance criteria and is set out in more detail below. He will remain eligible for a TIP award for
any service through 2022, subject to performance criteria assessed at the end of the year and pro rated for the period of
service rendered.
Les will be treated as a good leaver for the purposes of outstanding TIP awards. As per the TIP rules, these awards will
continue to vest on their normal vesting dates. Shares will continue to be subject to the post-cessation shareholding
requirement for a period of two years after cessation. The shares that Les holds pursuant to the HMRC tax favoured Tullow
Share Incentive Plan will be released on termination of his employment. Les will also receive a capped contribution towards
his legal fees and has been provided outplacement services. Full details of Les’s remuneration arrangements will be
disclosed in next year’s Directors’ Remuneration Report and in the future as required.
Determination of 2022 TIP Award based on performance to 31 December 2021 (audited)
The corporate scorecard is made up of a collection of Key Performance Indicators (KPIs) which indicate the Company’s overall
performance across a range of operational, financial, and non-financial measures. The corporate scorecard is central to
Tullow’s approach to performance management and the 2021 indicators were agreed with the Board and focus on targets that
were deemed important for the year. Each KPI measured has a percentage weighting and financial indicators have trigger,
base, and stretch performance targets. For the Executive Directors, an additional TSR metric was included, which represents
a weighting of 35% of the total Company Scorecard. The Group’s progress against its corporate scorecard is tracked during
the year to assess its performance against its strategy. Following the end of the 2021 financial year, the corporate scorecard
KPI performance was assessed as 78.7% of the maximum for the workforce and 51.2% for the Executive Directors taking into
account the additional TSR metric. The Committee is satisfied with the outcome based on the broader view of performance and
stakeholder experience.
74
Tullow Oil plc 2021 Annual Report and Accounts
Remuneration report continued Details of variable pay earned in the year
Determination of 2022 TIP Award based on performance to 31 December 2021 (audited)
Details of the performance targets and performance against those targets are as follows:
Performance metric
Performance
Safety
Measure of Total
Recordable Incident
Rate (TRIR) and
Loss of Primary
Containment
(LOPC) Tier 1& 2
as per IOGP
Health and safety of our staff and everyone who is associated with our operations. There has
been a marked improvement in EHS performance relative to last year.
Stretch
2021 Performance
Trigger
Base
TRIR as per IOGP
Payout
0.92
0%
0.72
50%
0.58
100%
0.43
100%
Trigger
Base
Stretch
2021 Performance
Number of LOPC Tier 1 & 2
as per IOGP
Payout
Tier 1: 1
Tier 2: 2
0%
Tier 1: 0
Tier 2: 1
50%
Tier 1: 0
Tier 2: 0
100%
Tier 1: 0
Tier 2: 0
100%
There were two recordable injuries in 2021 (versus 8 in 2020) and zero process safety events
related to Loss of Primary Containment (LOPC) at Tier 1 or Tier 2.
% of award
(% of salary
maximum)
Actual
(Rahul Dhir
and
Les Wood) 1,2
9.8%
(39)%
9.8%
(39)%
Financial
Performance
Key value driver for our business and the delivery of this KPI is driven by cost and working
capital management.
9.8%
(39)%
7.0%
(28)%
Trigger
Base
Stretch
2021
Performance
Operating Cash Flow
(OCF) ($mm)
Payout
430
0%
478
50%
526
100%
499
72%
Normalised operating cash flow of $499 million (from our absolute OCF of $711 million) is
above the midpoint. Despite material improvements in cost performance (both Opex and
G&A), stretch targets were not achieved.
Production
Targets related to oil
production and vessel
efficiency
Group production (kopbd)
Payout
Jubilee production efficiency
(% of uptime)
Payout
Trigger
54
25%
Base
58
75%
Stretch
60
100%
Trigger
Base
Stretch
93%
25%
94%
62.5%
95%
100%
Trigger
Base
Stretch
2021
Performance
13%
(52)%
9.9%
(39)%
58.3
79%
2021
Performance
97.8%
100%
2021
Performance
TEN production efficiency
(% of uptime)
Payout
97%
25%
98%
62.5%
99%
100%
97.2%
33%
The percentage of the award which is payable for the Base level of performance differs for
each measure to reflect the relative challenge associated with each performance target.
Normalised production of 58.3 kbd (from absolute production of 59.2 kbd) for 2021 was close
to the stretch target. Strong production growth at Jubilee offset the production declines at
TEN. Operationally, we delivered top-tier benchmark uptime on both operated FPSOs. In
Gabon, production growth from Simba (including from the expansion project) helped offset
the disappointing performance from Espoir in CDI.
Tullow Oil plc 2021 Annual Report and Accounts
75
CORPORATE GOVERNANCE
Annual Report on Remuneration continued
Details of variable pay earned in the year continued
Determination of 2022 TIP Award based on performance to 31 December 2021 (audited) continued
Performance metric
Performance
Business Plan
implementation
Budget Adherence1
Trigger
Base
Stretch
2021 Performance
Capital Structure
Agree appropriate
debt refinancing
Budget Adherence
1.1 x Mid
$241m 2 0.9 x Mid
Payout
0%
50%
100%
$229m
75%
Work Programme achieved considering Capex & Performance
Trigger
Base
Stretch
2021 Performance
Adherence to
work programme
Payout
90%
0%
95%
50%
100%
100%
94%
37%
In 2021 we implemented 94% of the planned activity for the year and within Budget.
A comprehensive debt refinancing was completed in May 2021. $1.8 billion senior secured
notes due 2026 were successfully placed, with the proceeds used to repay outstandings under
the Group’s RBL facility (which was subsequently cancelled), a $300 million convertible bond
and $650 million senior notes. Following the refinancing the Group has no material debt
maturities until March 2025, providing (at the time of refinancing) four years’ liquidity runway
which will enable Management to deliver the Group’s Business Plan as set out at a Capital
Markets Day in November 2020.
The refinancing has removed the risk and administrative burden associated with semi-annual
debt capacity redeterminations, which were required under the RBL Facility. Under the new
debt capital structure there are no ongoing maintenance covenants, and the Group’s financial
auditors concurred with the Directors assessment that following the refinancing there is no
longer a material uncertainty in respect of the Group’s ability to continue as a going concern.
The Board gave 9.1% out of maximum score of 9.8% due to the increased ongoing financing
costs as a result of the refinancing.
% of award
(% of salary
maximum)
Actual
(Rahul Dhir
and
Les Wood) 3,4
9.8%
(39)%
5.5%
(22%)
9.8%
(39)%
9.1%
(36)%
Sustainability
Embed
Sustainability across
the organisation
In March 2021, we committed to being Net Zero on our Scope 1 and Scope 2 GHG emissions,
on a net equity basis, by 2030. In 2021, we began implementing decarbonising initiatives in
Ghana, including the re-motor of two compressors. We appointed Terra Global to work with
us on the identification and selection of locally based offsetting projects and agreed a MOU
with the Forestry Commission in Ghana to ensure we align with the Government of Ghana’s
REDD+ strategy.
6.5%
(26)%
4.7%
(19)%
We invested $4 million in discretionary socio-economic investment: supporting education
and skills development and enterprise development in our communities and host countries.
We supported >7,800 students, >700 community businesses and >700 local suppliers
across our locations and were awarded three local content awards in Ghana in recognition
of the achievements.
During 2021 we saw an increase in employee engagement from 61% (1H) to 66% (2H).
The successful implementation of a Continuous Performance Management process focused
on continuous improvement. A renewed strategy agreed to accelerate localisation aiming for
90% an increase from 75% in 2021.
The above performance delivered ahead of the base target set and provides a solid foundation
on which to build in the future, therefore, a score of 4.7% out of a possible 6.5% was deemed
as reasonable.
76
Tullow Oil plc 2021 Annual Report and Accounts
Remuneration report continued Performance metric
Performance
Leadership
Effectiveness
The Board made a judgement on the performance and decision making of the senior
leadership team over the year. They considered several factors, including the strength and
cohesiveness of the leadership team, a clear strategy being set and understood across the
organisation, a fully engaged workforce, and the successful delivery of business activities in
2021. The improved performance in 2021 has been driven by the hard work and unrelenting
dedication of the entire Tullow team resulting in a 5.2% score.
The leadership team has worked in 2021 to position the organisation for future
sustainable success.
% of award
(% of salary
maximum)
Actual
(Rahul Dhir
and
Les Wood) 3,4
6.5%
(26%)
5.2%
(21)%
Relative Total
Shareholder
Return (TSR)3
Performance against a bespoke group of listed exploration and production companies
measured from July 2020 to 31 December 2021 – 25% is payable at median, increasing to
100% payable at upper quartile.
35%
(140%)
0%
(0)%
Tullow placed below median.
Total
100%
(400%)
51.2%
(204%)
1. Was previously called ‘Working Capital and Cost Management’. This is defined as percentage of work programme delivered, assessing Capex efficiency and
performance against pre-set objectives and milestones.
2. Normalised to a budget comparable value. $257m x % adherence to work programme
3. The TSR comparator group for the 2021 TIP Award was as follows: Africa Oil, Aker BP, Apache, Cairn Energy, DNO, Enquest, Genel Energy, Kosmos Energy,
Lundin Petroleum, Oil Search, Ophir Energy, Pharos Energy and Santos.
In line with the Policy, the TIP outcomes are divided evenly between cash and deferred shares up to the first 200% of base salary.
Any amount above 200% of base salary is awarded entirely in deferred shares. Deferred shares are normally subject to deferral
until the fifth anniversary of grant, normally subject to continued service. The table below shows the values for the Executive Directors:
Director
Rahul Dhir
Les Wood
Cash TIP Deferred TIP
£580,000
£461,495
£606,796
£482,816
UK SIP shares awarded in 2021 (audited)
The UK SIP is a tax-favoured all-employee plan that enables UK employees to save out of pre-tax salary. Quarterly contributions
are used by the plan trustee to buy Tullow Oil plc shares (partnership shares). The Group funds an award of an equal number
of shares (matching shares). The current maximum contribution is £150 per month. Shares held in the plan for five years will
be free of income tax and national insurance, as well as Capital Gains tax if retained in the plan until sold. Details of shares
purchased and awarded to Executive Directors under the UK SIP are as follows:
Director
Les Wood
Shares held
01.01.21
Partnership
shares acquired
in year
Matching
shares awarded
in year
Total shares
held 31.12.21
(including dividend
shares)
Dividend
shares acquired
in the year
SIP shares that
became
unrestricted
in year
Total unrestricted
shares held at
31.12.21 1
24,817
6,275
6,275
37,367
0
0
1,061
1. Unrestricted shares (which are included in the total shares held at 31 December 2021) are those which no longer attract a tax liability if they are withdrawn from
the plan.
Tullow Oil plc 2021 Annual Report and Accounts
77
CORPORATE GOVERNANCE Annual Report on Remuneration continued
Executive Director and non-executive Director terms of appointment
Director
Rahul Dhir
Les Wood
Phuthuma Nhleko
Mike Daly
Martin Greenslade
Sheila Khama
Mitchell Ingram
Genevieve Sangudi
Jeremy Wilson
Number of
complete
years on
the Board
Year
appointed
Date of current
engagement
commenced
Expiry of
current term
2020
2017
2021
2014
2019
2019
2020
2019
2013
1
4
0
7
2
2
1
2
8
01.07.20
20.06.17
n/a
n/a
25.10.21
24.10.24
30.05.20
31.05.23
01.11.19
31.10.22
26.04.19
25.04.22
09.09.20
08.09.23
26.04.19
25.04.22
21.10.19
20.10.22
In the case of each non-executive Director, the appointment is renewable thereafter if agreed by the Director and the Board.
The appointment of any non-executive Director may be terminated by either party on three months’ notice. There are no
arrangements under which any non-executive Director is entitled to receive compensation upon the early termination of his or
her appointment.
CEO – total pay versus TSR
For 2021 the CEO total pay is based on the summation of the actual base pay, pension, benefits and TIP cash bonus and share
award equivalent value for Rahul Dhir for the financial year ending 31 December 2021.
CEO – TOTAL PAY VERSUS RI
TOTAL SHAREHOLDER RETURN
Return index
120
96
72
48
24
0
CEO pay £000
5,000
4,000
3,000
2,000
1,000
0
300
250
200
150
100
50
0
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
CEO total pay
Return index
Tullow
FTSE 250
78
Tullow Oil plc 2021 Annual Report and Accounts
Remuneration report continued
Comparison of overall performance and pay
The Remuneration Committee has chosen to compare the TSR of the Company’s ordinary shares against the FTSE 250 index;
whilst the Company was placed outside of the index in 2021, we believe the size and complexity of the organisation still makes
this a comparable index. The values indicated in the graph above show the share price growth plus re-invested dividends for the
period 2012 to 2021 from a £100 hypothetical holding of ordinary shares in Tullow Oil plc and in the index.
The total remuneration figures for the Chief Executive during each of the last 10 financial years are shown in the tables below.
The total remuneration figure includes the annual bonus based on that year’s performance (2012 to 2021), PSP awards based on
three-year performance periods ending in the relevant year (2012) and the value of TIP Awards based on the performance period
ending in the relevant year (2013 to 2021). The annual bonus payout, PSP vesting level and TIP Award, as a percentage of the
maximum opportunity, are also shown for each of these years.
Year ending in
Aidan Heavey1
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
Total
remuneration
Annual bonus
PSP vesting
TIP
£2,623,116 £2,750,273 £2,378,316 £2,835,709 £2,893,232 £1,717,276
70%
23%
–
–
–
–
–
–
–
–
–
–
–
30%
23%
38%
39%
40%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Paul McDade2
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
Total
remuneration
TIP
n/a
–
n/a
n/a
n/a
n/a
n/a
n/a
n/a £1,416,281 £2,759,684 £986,706
n/a
40%
60.3%
0%
–
–
–
–
Year ending in
Dorothy Thompson3
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
Total
remuneration
n/a
n/a
n/a
n/a
n/a
n/a
n/a
37,704
418,452
n/a
Year ending in
Year ending in
Rahul Dhir4
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
Total
remuneration
TIP
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a £686,519 £1,860,806
n/a
20%
51.2%
1 & 2. For 2017, total remuneration figures are shown for Aidan Heavey based on the period he held the office of Chief Executive Officer and for the transition period
up to 31 October 2017 and for Paul McDade from 27 April 2017 when he commenced in his office of Chief Executive.
3.
For 2020, total remuneration is shown for Dorothy Thompson for the period she served as Executive Chair, i.e. 1 January 2020 to 8 September 2020. For 2019,
the amount shown is the Executive Chair fee pro-rata for the period 9 December 2019 to 31 December 2019. Dorothy Thompson did not participate in any
incentive plans whilst serving as Executive Chair.
4.
For 2020, total remuneration is shown for Rahul Dhir from the commencement of his appointment as Chief Executive Officer on 1 July 2020.
Percentage change in Chief Executive’s remuneration
The table below shows the percentage change in the Chief Executive’s total remuneration (excluding the value of any pension
benefits receivable in the year) between the financial year ended 31 December 2020 and 31 December 2021, compared to that
of the average for all employees of the Group.
Chief Executive
Average employees
Salary
0%
2.8%
% change from 2020 to 2021
Benefits
379.8% 1
7.0% 2
Bonus
241.0% 1
119.9%
1.
2.
Increase in benefits and bonus for Rahul due to a full year of benefits and bonus payable in 2021, he joined as Chief Executive Officer on 1 July 2020.
Increase in average employee benefits is driven by changes to annual medical insurance premiums.
Tullow Oil plc 2021 Annual Report and Accounts
79
CORPORATE GOVERNANCE
Annual Report on Remuneration continued
Additional statutory information – percentage change in remuneration for executive and non-executive Directors
Phuthuma Nhleko 1
Les Wood
Dorothy Thompson
Jeremy Wilson
Mike Daly
Martin Greenslade7
Mitchell Ingram6
Genevieve Sangudi
Sheila Khama
% change from 2020 to 2021
% change from 2019 to 2020
Salary/fees
Benefits
Bonus
Salary/fees
Benefits
Bonus
n/a
0%
(41%) 3
0%
(19%)4
8%
295%
0%
0%
n/a
622% 2
n/a
(78%) 5
n/a
n/a
n/a
(100%) 5
(100%) 5
n/a
149%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
0%
59%
5%
0%
625%
n/a
46%
46%
n/a
629% 2
n/a
(60%) 5
n/a
n/a
n/a
(83%) 5
(56%) 5
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
1. Phuthuma Nhleko joined during 2021 therefore has no movements to show.
2.
Increase in benefits for Les Wood is due to holiday cash out for 2021 due to the COVID-19 pandemic and outplacement services provided in relation to his
planned departure.
3. Decrease in salary for Dorothy Thompson reflects a decrease of her fees after stepping down from the role of Executive Chair in 8 September 2020.
4. The decrease in fees for Mike Daly is due to him stepping down from Chair of the Safety & Sustainability Committee on 31 December 2020.
5. Benefits have reduced due to reduced travel during the COVID-19 pandemic.
6. The increase in fees for Mitchell Ingram reflect his appointed to the Board in late 2020, and him also becoming Chair of the Safety & Sustainability Committee
from 1 January 2021.
7. The increase in fees for Martin Greenslade reflect a full year in role as Chair of the Audit Committee in 2021.
CEO pay ratio 2021
Year
2021
2020
2019
2018 (voluntary disclosure)
Method
25th percentile
pay ratio
Median
pay ratio
75th percentile
pay ratio
A
A
A
A
16:1
7:1
8:1
23:1
10:1
5:1
5:1
15:1
8:1
3:1
4:1
10:1
Tullow has calculated the CEO pay ratio using the methodology described as ‘Option A’ in the Regulations, as Tullow recognises
that this is the most statistically accurate form of calculation.
For each UK employee¹ the STFR has been calculated as a summation of base pay, benefits, employer pension contributions
receivable during the year ended 31 December 2021 and cash bonus payable and value of share awards to be granted for the
performance year 31 December 2021. The STFR at 25th percentile is £118,182, £181,098 at median and £244,252 at 75th percentile.
The wages component at 25th percentile is £83,524, £130,000 at median and £168,328 at 75th percentile.
In setting both our CEO remuneration and the remuneration structures for the wider UK workforce, Tullow has adopted a
remuneration structure which includes the same core components for employees at all levels (base pay, benefits, pension, cash
bonus and share awards). Whilst all employees receive a base salary commensurate to our position in the market, the differences
exist in the quantum of variable pay achievable by our Executives and Senior Management; at these levels there is a greater
emphasis placed on variable pay given their opportunity to impact directly on Company performance. Based on this distinction, the
Company believes taking into account Company performance in a particular financial year and the impact on variable pay, that the
median pay ratio is consistent with and reflective of the wider pay, reward and progression policies impacting our UK employees.
Performance for 2021 is not easily comparable to 2020 as Rahul Dhir was appointed at the beginning of the second half of 2020
and this is reflective in the pro rata remuneration used for the purpose of this calculation in 2020. In 2019, no TIP awards were paid
which also means a lower pay ratio. The Committee will monitor longer-term trends.
1. All STFRs have been based on a full-time equivalent and annualised to provide a dataset for the full year 31 December 2021. Tullow would like to build on this
reporting in future years by looking at the same dataset for employees globally to determine a global CEO pay ratio.
80
Tullow Oil plc 2021 Annual Report and Accounts
Remuneration report continued Relative importance of spend on pay
The following table shows the Group’s actual spend on pay for all employees relative to tax and retained profits.
Staff costs have been compared to tax expense and retained profits in order to provide a measure of their scale compared to
other key elements of the Group’s financial metrics.
Staff costs (£m)
Tax (credit)/expense (£m)1
Retained profits (£m)1
1. Voluntary disclosure.
Summary of past share awards
Details of share awards granted to Executive Directors:
2020
2021
% change
105.0
(35.9)
(1,735.9)
60.4
206.1
(1,681.6)
74%
(117)%
3%
Director
Les Wood1
Dividend equivalents
08.02.18
14.02.19
08.02.18
14.02.19
Award grant
date
Share price on
grant date
27.04.17
08.02.18
14.02.19
15.03.21
10.05.19
10.05.19
17.10.19
17.10.19
214p
187p
219p
54.7p
187p
219p
187p
219p
Rahul Dhir2
05.08.20
15.03.21
27.68p
54.7p
As at
01.01.21
101,249
148,802
288,617
338,765
2,605
5,052
1,372
2,661
889,123
319,316
Granted
during
the year
–
–
–
–
–
–
–
–
–
Exercised
during
the year
101,249
–
–
–
–
–
–
–
As at
31.12.21
Earliest date
shares can be
acquired
Latest date
shares can
be acquired
0
27.04.20
27.07.27
148,802
288,617
338,765
08.02.23
08.02.28
14.02.24
14.02.29
15.03.26
15.03.31
2,605
5,052
1,372
2,661
08.02.23
08.02.28
14.02.24
14.02.29
08.02.23
08.02.28
14.02.24
14.02.29
101,249
787,874
9,000,000
–
9,000,000
01.07.25
30.06.30
319,316
15.03.26
15.03.31
1. Les Wood – all awards granted to Les Wood are TIP Awards. Those granted on 27 April 2017 prior to appointment as an Executive Director have a three-year vesting period.
2. Rahul Dhir – share awards granted on 05 August 2020 represent ‘Buy-out Awards’ to replace share arrangements that were forfeited upon leaving his former employer (full
details of which are available in last year’s Directors’ Remuneration Report). The awards granted in 2021 are TIP awards.
Share price range
During 2021, the highest mid-market price of the Company’s shares was 64.94p and the lowest was 25.72p. The year end price
was 46.45p.
Tullow Oil plc 2021 Annual Report and Accounts
81
CORPORATE GOVERNANCE
Annual Report on Remuneration continued
Directors’ interests in the share capital of the Company (audited)
The interests of the Directors (all of which were beneficial), who held office during FY 2021, are set out in the table below:
Ordinary shares held
01.01.21
31.12.21
% of salary
under 2021
Remuneration
Policy
shareholding
guidelines 1
TIP Awards
Buyout Awards
SIP
SIP total
Unvested
Vested
Unvested
Vested
Restricted Unrestricted
31.12.21
Executive Directors
Rahul Dhir2
1,346,000 1,346,000
307% 319,316
Les Wood
198,457
198,457
65% 787,874
Non-executive Directors
Mike Daly
4,795
4,795
Dorothy Thompson
68,148
68,148
Jeremy Wilson
87,959
87,959
Genevieve Sangudi
Sheila Khama
Martin Greenslade
Mitchell Ingram
Phuthuma Nhleko
–
–
–
–
–
–
7,070
–
50,000
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
9,000,000
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
36,306
1,061
37,367
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1. Calculated using share price of 46.45p at year end. Under the Company’s shareholding guidelines, each Executive Director is required to build up their
shareholdings in the Company’s shares to at least 400% of their current salary. Further details of the minimum shareholding requirement are set out in the
Remuneration Policy Report.
2. Ordinary shares and unvested awards held by Rahul Dhir are in respect of his Buyout Award granted on commencement of employment.
On 5 January 2022 Les Wood was awarded 1,834 SIP shares, all of which are restricted.
There have been no other changes in the interests of any Director between 1 January 2022 and the date of this report.
Implementation of Policy for Executive Directors for 2022
The Remuneration Policy will be implemented during 2022 as follows:
- base salary for Rahul Dhir will be increased by 3% in line with increases awarded to UK based employees. No increase will be
awarded to Les Wood for the remainder of his employment during 2021.
- pension provision will be 15% of salary for Rahul Dhir (workforce aligned) and 25% of salary for Les Wood for the remainder of
his employment; and
- TIP Award with a maximum opportunity of 400% of salary based on:
- Safety (7.5%);
- Financial Performance (5.0%);
- Production (10.0%);
- Business Plan Implementation (7.5%);
- Sustainability (5.0%);
- Unlocking Value (10.0%);
- Leadership Effectiveness (5.0%); and
- Relative TSR (50%)*.
* An adjusted TSR comparison period will also apply; this looks at the average share price in the 20 trading days prior to the commencement of Rahul Dhir on
1 July 2020.
82
Tullow Oil plc 2021 Annual Report and Accounts
Remuneration report continued The pension arrangements for any new appointment will be aligned with those of the wider workforce. Any TIP Award will be
pro-rated for the period of service rendered in the year.
Please see page 15 of this report for further disclosure and details of these targets and how they are linked to our strategy.
- No changes will be made to the Chair nor the non-executive Director fees from 2021 levels.
Looking forward to 2022
- The Committee will seek to engage and consult with major shareholders as part of the review of the current remuneration
policy to ensure support and clear understanding of any changes that may be proposed and in anticipation of a binding
vote in 2023.
The Committee will continue to review the remuneration arrangements of the wider workforce when considering arrangements
for Executives and Senior Management.
Governance
Remuneration Committee members
Jeremy Wilson (Committee Chair), Genevieve Sangudi and Mitchell Ingram.
Remuneration Committee membership and attendance
All members of the Committee are independent non-executive Directors. None of the Committee members has day-to-day
involvement with the business and nor do they have any personal financial interest, except as shareholders, in the matters to
be recommended. The number of formal meetings held and the attendance by each member is shown in the table on page 54.
The Committee also held informal discussions as required.
The Group Company Secretary acts as Secretary to the Committee and is available to assist the members of the Committee as
required, ensuring that timely and accurate information is distributed accordingly. The Chief Executive and other members of
the Management Team may be invited to attend Committee meetings to provide business context and performance updates.
However, no member of Management is present when their own remuneration is determined.
Advice received from the Committee during 2021
During 2021, the Company Secretary and the Committee’s consultants also provided corporate governance guidance support to
the Committee.
The Committee received external advice from FIT Remuneration Consultants LLP (FIT) during 2021 in respect of the
implementation of the Policy. FIT was appointed as the Committee’s advisers in 2019 following a competitive tender process.
FIT is a member of the Remuneration Consultants Group and is a signatory to its Code of Conduct and provided no other
services to the Company. Fees (ex VAT) paid to FIT respectively for advice provided during 2021 amounted to £56,807. FIT does
not provide any other services and does not have any other connections to the Company or the Directors that may affect its
independence. The Committee evaluates the services provided by external advisers and is satisfied that the advice received
from FIT was objective and independent.
Activities of the Committee during 2021
A summary of the main Committee activities during 2021 are set out below:
- setting an appropriately stretching set of key performance metrics for the 2021 KPI scorecard;
- monitoring progress against the 2021 KPI scorecard;
- reviewing feedback received from shareholders at the 2021 AGM;
- review of changes in remuneration-related guidance, shareholder policies and governance matters;
- reviewing the remuneration arrangements, including benchmarking of Total Remuneration for Senior Managers and
reviewing the implementation of the revised pay philosophy and principles for the wider workforce;
- review of the Committee’s performance and terms of reference;
- agreeing the leaver arrangements for Les Wood;
- review of draft KPIs for 2022 to align with strategy and culture of Tullow; and
- setting of fees for our new Chairman
Tullow Oil plc 2021 Annual Report and Accounts
83
CORPORATE GOVERNANCE Annual Report on Remuneration continued
Principles of Executive Director remuneration
The Committee seeks to ensure that the Directors Remuneration Policy and its practices are consistent with the six factors set
out in Provision 40 of the new UK Corporate Governance Code:
Clarity
Our Policy is well understood by our Senior Executive Team and has been clearly articulated to our shareholders and
representative bodies (both on an ongoing basis and during the recent consultation exercise).
Simplicity
The Committee is mindful of the need to avoid overly complex remuneration structures which can be misunderstood and deliver
unintended outcomes. Therefore, a key objective of the Committee is to ensure that our Executive remuneration policies and
practices are straightforward to communicate and operate.
Risk
Our Policy has been designed to ensure that inappropriate risk taking is discouraged and will not be rewarded via: (i) the
balanced use of both annual and three-year performance periods which employ a blend of financial, non-financial and
shareholder return targets; (ii) the significant role played by deferred equity in our incentive plans (together with in-employment
and post-cessation shareholding guidelines and five-year vesting period); (iii) malus/clawback provisions; and (iv) the ability to
exercise negative discretion to remuneration outcomes.
Predictability
The TIP is subject to an individual annual cap and market standard dilution limits.
Proportionality
There is a clear link between individual awards, delivery of strategy and our long-term performance. In addition, the significant
role played by incentive/‘at-risk’ pay, together with the structure of the Executive Directors’ service contracts, ensures that poor
performance is not rewarded.
Alignment to culture
Our Executive pay policies are fully aligned to Tullow’s culture through the use of metrics in the TIP that measure how we
perform against our financial and non-financial KPIs.
Shareholder voting at the AGM
At last year’s AGM on 16 June 2021 the remuneration-related resolutions received the following votes from shareholders:
For
Against
Total votes cast (for and against)
Votes withheld
2020 Annual Statement and Annual Report on Remuneration
Total number of votes
% of votes cast
700,791,473
158,497,388
Total number of votes
859,288,861
250,684
81.55
18.45
% of ISC votes
60.17%
84
Tullow Oil plc 2021 Annual Report and Accounts
Remuneration report continued Directors’ Remuneration Policy Report
This part of the Directors’ Remuneration Policy sets out a summary of the Remuneration Policy for the Company which became
effective following approval from shareholders through a binding vote at the AGM held on 23 April 2020. The full Policy can be
found in the 2020 Directors’ Remuneration Report.
Policy overview
The principles of the Remuneration Committee are to ensure that remuneration is linked to Tullow’s strategy and promote
the attraction, motivation and retention of the highest quality executives who are key to delivering sustainable long-term value
growth and substantial returns to shareholders.
Summary Directors’ Remuneration Policy
Base salary
Purpose and link to strategy
Operation
Maximum opportunity
To provide an appropriate level of
fixed cash income.
To attract and retain individuals
with the personal attributes, skills
and experience required to deliver
our strategy.
Generally reviewed annually with increases normally
effective from 1 April. Base salaries will be set by the
Committee taking into account:
- the scale, scope, and responsibility of the role;
- the skills and experience of the individual;
- the base salary of other employees, including
increases awarded to the wider population; and
- the base salary of individuals undertaking similar
roles in companies of comparable size and
complexity. This may include international oil and
gas sector companies or a broader group of FTSE-
listed organisations.
Any increases to current Executive Director
salaries, presented in the ‘Application of Policy
in 2020’ column below this Policy table, will not
normally exceed the average increase awarded
to other UK-based employees.
Increases may be above this level in certain
circumstances, for instance if there is an
increase in the scale, scope or responsibility
of the role or to allow the base salary of
newly appointed Executives to move towards
market norms as their experience and
contribution increase.
Performance and provisions for the recovery
A broad assessment of individual and business performance is used as part of the salary review.
No recovery provisions apply.
Pension and benefits
Purpose and link to strategy
Operation
Maximum opportunity
To attract and retain individuals
with the personal attributes, skills
and experience required to deliver
our strategy.
Defined contribution pension scheme or salary
supplement in lieu of pension. The Company does
not operate or have any legacy defined benefit
pension schemes.
Pension: Workforce aligned for new Executive
Directors. Workforce aligned (as a percentage
of salary) by 1 January 2023 for incumbent
Directors.
Medical insurance, income protection and life
assurance. Additional benefits may be provided as
appropriate.
Executive Directors may participate in the Tullow UK
Share Incentive Plan (SIP).
Benefits: The range of benefits that may
be provided is set by the Committee after
taking into account local market practice in
the country where the Executive is based.
No monetary maximum is given for benefits
provided to the Executive Directors as the cost
will depend on individual circumstances.
Tullow UK SIP: Up to HM Revenue & Customs
(HMRC) limits. Maximum participation levels
and matching levels for all staff, including
Executive Directors, are set by reference to the
rules of the plan and relevant legislation.
Performance and provisions for the recovery
Not applicable.
Tullow Oil plc 2021 Annual Report and Accounts
85
CORPORATE GOVERNANCE Directors’ Remuneration Policy Report continued
Summary Directors’ Remuneration Policy continued
Tullow Incentive Plan (TIP)
Purpose and link to strategy
Operation
To provide a simple, competitive,
performance-linked incentive
plan that:
An annual TIP Award consisting of up to 400% of
base salary which is divided evenly between cash and
deferred shares up to the first 200% of base salary.
- aligns the interests of
Management and shareholders;
Any amount above 200% of base salary is awarded
entirely in deferred shares.
- promotes the long-term
success of the Company;
- provides a real incentive
to achieve our strategic
objectives and deliver superior
shareholder returns; and
- will attract, retain and motivate
individuals with the required
personal attributes, skills and
experience.
Deferred shares are normally subject to deferral
until the fifth anniversary of grant, normally subject
to continued service.
TIP Awards are non-pensionable and will be
made in line with the Committee’s assessment of
performance targets.
At the discretion of the Committee, any portion of
the cash component of a TIP Award can be satisfied
by granting deferred shares with a vesting date set
by the Committee being not earlier than the first
anniversary of grant.
Maximum opportunity
400% of salary.
Dividend equivalents will accrue on TIP deferred
shares over the vesting period.
Performance and provisions for the recovery
A balanced scorecard of stretching financial and operational objectives, linked to the achievement of Tullow’s long-term strategy, will be used
to assess TIP outcomes which may include targets relating to: relative or absolute Total Shareholder Return (TSR); earnings per share (EPS);
environmental, health and safety (EHS); financial; production; operations; project; exploration; or specific strategic and personal objectives.
Performance will typically be measured over one year for all measures apart from TSR and EPS, which, if adopted, will normally be measured
over the three financial years prior to grant.
No more than 25% of the maximum TIP opportunity will be payable for threshold performance.
Recovery provisions apply (see below).
Shareholding guidelines
Purpose and link to strategy
Operation
To align the interests of
Management and shareholders
and promote a long-term
approach to performance and risk
management.
Executive Directors are required to retain at least
100% of post-tax share awards until a minimum
shareholding equivalent to 400% of base salary is
achieved in owned shares.
Unvested TIP shares net of applicable taxes count
towards the minimum shareholding requirement.
Shares included in this calculation are those held
beneficially by the Executive Director and his or her
spouse/civil partner.
From the 2020 AGM, 50% of the shareholding guideline
(i.e. 200% of salary) will need to be retained by
Executive Directors for two years post-cessation.
Maximum opportunity
400% of salary.
Performance and provisions for the recovery
Not applicable.
86
Tullow Oil plc 2021 Annual Report and Accounts
Remuneration report continued Non-executive Directors
Purpose and link to strategy
Operation
Maximum opportunity
To provide an appropriate fee level
to attract individuals with the
necessary experience and ability
to make a significant contribution
to the Group’s activities while also
reflecting the time commitment
and responsibility of the role.
The Chair is paid an annual fee and the non-
executive Directors are paid a base fee and additional
responsibility fees for the role of Senior Independent
Director or for chairing a Board Committee.
Fees are normally reviewed annually.
Each non-executive Director is also entitled to
a reimbursement of necessary travel and other
expenses including associated tax costs.
Non-executive Directors do not participate in any
share scheme or annual bonus scheme and are not
eligible to join the Group’s pension schemes.
Non-executive Director remuneration is
determined within the limits set by the Articles
of Association.
There is no maximum prescribed fee increase
although fee increases for non-executive
Directors will not normally exceed the average
increase awarded to Executive Directors.
Increases may be above this level if there is an
increase in the scale, scope or responsibility
of the role.
from the date of grant. Deferred shares issued in lieu of any
portion of the cash bonus component of a TIP Award shall be
subject to malus, clawback and the minimum shareholding
requirements set out on page 86 of this report.
Approval
This report was approved by the Board of Directors on
8 March 2022 and signed on its behalf by:
Jeremy Wilson
Chair of the Remuneration Committee
8 March 2022
Performance and provisions for the recovery
Not applicable.
Calculation of TIP Awards
In addition to base salary and other benefits described in the
Remuneration Policy, each Executive Director shall be eligible
to receive an award issued under the rules of the TIP (a TIP
Award). The TIP combines short- and long term incentive-
based pay and includes a cash bonus component and a
deferred share award component.
At the beginning of each financial year, the Committee will
determine a multiple of base salary, subject to the limits
established under this Policy, to apply to a TIP Award. At the
same time the Committee will also determine a balanced
corporate scorecard of performance metrics applicable to any
TIP Award. The choice of the performance metrics and the
weightings given to them, which are set by the Committee at
the start of the relevant financial year normally, reflect the
Committee’s belief that any incentive compensation should be
appropriately challenging and tied to the delivery of stretching
financial, operational and Total Shareholder Return (TSR)
related objectives, explicitly linked to the achievement of
Tullow’s long-term strategy.
Following completion of the financial year, the Committee
will review the Company’s performance against the corporate
scorecard resulting in a percentage score. The multiple set
by the Committee is then applied to the percentage score
to determine the total TIP Award amount. A TIP Award is
divided equally between cash bonus and deferred shares up
to the first 200% of base salary. Any portion of a TIP Award
above 200% of base salary shall be satisfied in deferred
shares only. Deferred shares forming part of a TIP Award
are normally deferred for five years and are subject to malus
and clawback. In its discretion, the Committee may elect
to satisfy any portion of the cash bonus element of a TIP
Award in deferred shares which will be deferred for a period
determined by the Committee, being not less than one year
Tullow Oil plc 2021 Annual Report and Accounts
87
CORPORATE GOVERNANCE Non-adjusting events
FID for the Tilenga Project in Uganda and the East African
Crude Oil Pipeline (EACOP) as reported by Total Energies Ltd on
1 February 2022 triggered a contingent consideration payment
of $75 million (net of $7 million indemnity provision relating to
tax audits) in relation to Tullow’s sale of its assets in Uganda to
Total in 2020 which was received on 16 February 2022. This was
recognised as a current receivable as at 31 December 2021.
There have not been any other events since 31 December
2021 that have resulted in a material impact on the year
end results.
Share capital
As at 7 March 2021, the Company had an allotted and fully
paid up share capital of 1,434,159,242 ordinary shares each
with a nominal value of £0.10.
Substantial shareholdings
As at 31 December 2021, the Company had been notified
in accordance with the requirements of provision 5.1.2 of
the Financial Conduct Authority’s Disclosure Guidance and
Transparency Rules of the following significant holdings in
the Company’s ordinary share capital:
Shareholder
Number of shares
% of issued
capital (as
at date of
notification)
Petrolin Group
(Samuel Dossou-Aworet)
Azvalor Asset Management
S.G.I.I.C., S.A.
1,408,609,725
13.07%
129,405,439
RWC Asset Management LLP
71,022,015
Summerhill Trust Company
(Isle of Man) Limited
The Goldman Sachs Group, Inc
58,838,104
36,204,265
9.04%
5.09%
4.19%
2.54%
As at 7 March 2022, the Company had been notified in
accordance with the requirements of provision 5.1.2 of
the Financial Conduct Authority’s Disclosure Guidance
and Transparency Rules and the Central Bank of Ireland’s
Transparency (Directive 2004/109/EC) Regulations 2007
(as amended) of the following significant holdings in the
Company’s ordinary share capital since 31 December 2021:
Shareholder
Number of shares
% of issued
capital (as
at date of
notification)
Azvalor Asset Management
S.G.I.I.C., S.A.
143,900,820
10.04%
Other statutory information
The Directors present their Annual Report and audited
Financial Statements for the Group for the year ended
31 December 2021.
Principal activities
Tullow is an independent oil and gas, exploration and
production group, quoted on the London, Euronext Dublin and
Ghanaian stock exchanges. The Group has interests in over
30 exploration and production licences across eight countries.
Strategic Report
The Group is required by section 414A of the Companies Act
2006 and the Central Bank of Ireland’s Transparency (Directive
2004/109/EC) Regulations 2007 (as amended) to present a
Strategic Report in the Annual Report. This can be found on
pages 1 to 51. The Strategic Report contains an indication
of the Directors’ view on likely future developments in the
business of the Group. In addition, following the introduction
of the EU Non-Financial Reporting Directive, the Strategic
Report also provides direction on where information on the
impact of activities on employees, social and environmental
matters, human rights and anti-corruption and anti-bribery
matters can be found within the Annual Report and Financial
Statements, as well as a description of the Group’s policies
and where these are located. The Corporate Governance
Report on pages 52 to 87 is the corporate governance
statement for the purposes of Disclosure Guidance and
Transparency Rule 7.2.1. The Annual Report and Financial
Statements use financial and non-financial KPIs wherever
possible and appropriate.
Results and dividends
The loss on ordinary activities after taxation of the Group for
the year ended 31 December 2021 was $81 million (2020: loss
of $1,222 million).
In 2021, the Board recommended that no interim and final
dividend would be paid.
Subsequent events since 31 December 2021
Adjusting events
On 15 February 2022 a panel of arbitrators, working under
the jurisdiction of Norwegian law, delivered an award in
favour of HiTec Vision (HiTec) in relation to its dispute with
Tullow (Award). The panel had been asked to adjudicate as to
whether discoveries made in the PL-537 Licence (Offshore
Norway) between 2013 and 2016 had triggered a further
payment under the SPA between Tullow and HiTec regarding
the purchase of Spring Energy in 2013. With the Award, the
panel has decided by way of split decision that conditions for
a further payment outlined in the SPA were met. The Tribunal
ruled that Tullow should pay $76 million. This amount also
includes interest and costs. This has been recognised in the
balance sheet as a liability as at 31 December 2021.
88
Tullow Oil plc 2021 Annual Report and Accounts
Shareholders’ rights
The rights and obligations of shareholders are set out in the
Company’s Articles of Association (which can be amended by
special resolution). The rights and obligations attaching to the
Company’s shares are as follows:
resolution, divide among the shareholders the whole or any
part of the Company’s assets, or vest the Company’s assets
in whole or in part in trustees upon such trusts for the
benefit of shareholders, but no shareholder is compelled to
accept any property in respect of which there is a liability;
- dividend rights – holders of the Company’s shares may, by
ordinary resolution, declare dividends but may not declare
dividends in excess of the amount recommended by the
Directors. The Directors may also pay interim dividends.
No dividend may be paid other than out of profits available
for distribution. Subject to shareholder approval, payment
or satisfaction of a dividend may be made wholly or partly
by distribution of specific assets;
- voting rights – voting at any general meeting may be
conducted by a show of hands unless a poll is duly
demanded. On a show of hands every shareholder who is
present in person at a general meeting (and every proxy or
corporate representative appointed by a shareholder and
present at a general meeting) has one vote regardless of the
number of shares held by the shareholder (or represented
by the proxy or corporate representative). If a proxy has
been appointed by more than one shareholder and has been
instructed by one or more of those shareholders to vote ‘for’
the resolution and by one or more of those shareholders
to vote ‘against’ a particular resolution, the proxy shall
have one vote for and one vote against that resolution. On
a poll, every shareholder who is present in person has one
vote for every share held by that shareholder and a proxy
has one vote for every share in respect of which he has
been appointed as proxy (the deadline for exercising voting
rights by proxy is set out in the form of proxy). On a poll, a
corporate representative may exercise all the powers of the
Company that has authorised him;
- a poll may be demanded by any of the following: (a) the
Chairman of the meeting; (b) at least five shareholders
entitled to vote and present in person or by proxy or
represented by a duly authorised corporate representative
at the meeting; (c) any shareholder or shareholders present
in person or by proxy or represented by a duly authorised
corporate representative and holding shares or being a
representative in respect of a holder of shares representing
in the aggregate not less than one-tenth of the total voting
rights of all shareholders entitled to attend and vote at the
meeting; or (d) any shareholder or shareholders present
in person or by proxy or represented by a duly authorised
corporate representative and holding shares or being a
representative in respect of a holder of shares conferring
a right to attend and vote at the meeting on which there
have been paid up sums in the aggregate equal to not less
than one-tenth of the total sums paid up on all the shares
conferring that right;
- return of capital – in the event of the liquidation of the
Company, after payment of all liabilities and deductions
taking priority, the balance of assets available for distribution
will be distributed among the holders of ordinary shares
according to the amounts paid up on the shares held by
them. A liquidator may, with the authority of a special
- control rights under employee share schemes – the
Company operates a number of employee share schemes.
Under some of these arrangements, shares are held by
trustees on behalf of employees. The employees are not
entitled to exercise directly any voting or other control
rights. The trustees will generally vote in accordance with
employees’ instructions and abstain where no instructions
are received. Unallocated shares are generally voted at the
discretion of the trustees; and
- restrictions on holding securities – there are no restrictions
under the Company’s Articles of Association or under UK law
that either restrict the rights of UK resident shareholders
to hold shares or limit the rights of non-resident or
foreign shareholders to hold or vote the Company’s
ordinary shares.
There are no UK foreign exchange control restrictions on
the payment of dividends to US persons on the Company’s
ordinary shares.
Material agreements containing
‘change of control’ provisions
The following significant agreements will, in the event of a
‘change of control’ of the Company, be affected as follows:
- to the extent that a ‘change of control’ occurs, as a result
of: (i) a disposal of all or substantially all the properties or
assets of the Company and all its restricted subsidiaries
(other than through a merger or consolidation) in one or
a series of related transactions; (ii) a plan being adopted
relating to the liquidation or dissolution of the Company; or
(iii) any person becoming the beneficial owner, directly or
indirectly, of shares of the Company which grant that person
more than 50% of the voting rights of the Company:
- under the $600 million senior secured revolving facility
agreement between, among others, the Company
and certain subsidiaries of the Company, ABSA Bank,
Barclays, BNP Paribas, DNB (UK), JP Morgan, ING
Belgium, Nedbank, Standard Chartered Bank, Standard
Bank of South Africa, Glas Trust Corporation and the
lenders specified there in, the Company is obliged to
notify the agent (who notifies the lenders) upon the
occurrence of a change of control. Each lender shall
be entitled to repayment of all outstanding amounts
owed by the Company and certain subsidiaries of
the Company to it under the agreement and any
connected finance document. Each lender shall be
entitled to cancel its commitments immediately under
the agreement. So long as such lender states its
requirement to be repaid within 30 days of being notified
by the agent, the repayment amount will become due
and payable by no later than 30 days after the agent
has notified the Company to request such payments.
Tullow Oil plc 2021 Annual Report and Accounts
89
CORPORATE GOVERNANCE Other statutory information continued
Material agreements containing
‘change of control’ provisions continued
- under an Indenture relating to $1.8 billion of 10.25%
senior secured notes due in 2026 between, among
others, the Company, certain subsidiaries of the
Company and Deutsche Trustee Company Limited
as the Trustee, the Company must make an offer to
noteholders to repurchase all or any part the notes
at 101% of the aggregate principle amount of the
notes, plus accrued and unpaid interest on the notes
repurchased to the date of purchase in the event
that a change of control of the Company occurs.
The repurchase offer must be made by the Company
to all noteholders within 30 days following the change
of control and the repurchase must take place no
earlier than 10 days and no later than 60 days from
the date of the repurchase offer.
- relating to $800 million of 7% Senior Notes due in
2025 between, among others, the Company certain
subsidiaries of the Company and Deutsche Trustee
Company Limited as the Trustee, the Company must
make an offer to noteholders to repurchase all the
notes at 101% of the aggregate principle amount of the
notes, plus accrued and unpaid interest in the event
that a change of control of the Company occurs. The
repurchase offer must be made by the Company to
all noteholders within 30 days following the change of
control and the repurchase must take place no earlier
than 10 days and no later than 60 days from the date
the repurchase offer is made. Each noteholder may
take up the offer in respect of all or part of its notes.
Directors
The biographical details of the Directors of the Company at the
date of this report are given on pages 58 and 59.
Details of Directors’ service agreements and letters of
appointment can be found on page 78. Details of the Directors’
interests in the ordinary shares of the Company and in the
Group’s long term incentive and other share option schemes
are set out on page 82 in the Directors’ Remuneration Report.
Directors’ indemnities and insurance cover
As at the date of this report, indemnities are in force under
which the Company has agreed to indemnify the Directors,
to the extent permitted by the Companies Act 2006, against
claims from third parties in respect of certain liabilities arising
out of, or in connection with, the execution of their powers,
duties and responsibilities as Directors of the Company or
any of its subsidiaries. The Directors are also indemnified
against the cost of defending a criminal prosecution or a claim
by the Company, its subsidiaries or a regulator provided that
where the defence is unsuccessful the Director must repay
those defence costs. The Company also maintains directors’
and officers’ liability insurance cover, the level of which is
reviewed annually.
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Tullow Oil plc 2021 Annual Report and Accounts
Conflicts of interest
A Director has a duty to avoid a situation in which he or she
has, or can have, a direct or indirect interest that conflicts,
or possibly may conflict, with the interests of the Group.
The Board requires Directors to declare all appointments
and other situations that could result in a possible conflict of
interest and has adopted appropriate procedures to manage
and, if appropriate, approve any such conflicts. The Board is
satisfied that there is no compromise to the independence of
those Directors who have appointments on the boards of, or
relationships with, companies outside the Group.
Powers of Directors
The general powers of the Directors are set out in Article 104 of
the Articles of Association of the Company. It provides that the
business of the Company shall be managed by the Board which
may exercise all the powers of the Company whether relating
to the management of the business of the Company or not. This
power is subject to any limitations imposed on the Company by
applicable legislation. It is also limited by the provisions of the
Articles of Association of the Company and any directions given
by special resolution of the shareholders of the Company which
are applicable on the date that any power is exercised.
Please note the following specific provisions relevant to the
exercise of power by the Directors:
- Pre-emptive rights and new issues of shares – the holders
of ordinary shares have no pre-emptive rights under the
Articles of Association of the Company. However, the ability
of the Directors to cause the Company to issue shares,
securities convertible into shares or rights to shares,
otherwise than pursuant to an employee share scheme, is
restricted under the Companies Act 2006 which provides
that the directors of a company are, with certain exceptions,
unable to allot any equity securities without express
authorisation, which may be contained in a company’s
articles of association or given by its shareholders in
general meeting, but which in either event cannot last for
more than five years. Under the Companies Act 2006, the
Company may also not allot shares for cash (otherwise
than pursuant to an employee share scheme) without
first making an offer on a pre-emptive basis to existing
shareholders, unless this requirement is waived by a
special resolution of the shareholders.
- Repurchase of shares – subject to authorisation by
shareholder resolution, the Company may purchase its own
shares in accordance with the Companies Act 2006. Any
shares that have been bought back may be held as treasury
shares or must be cancelled immediately upon completion
of the purchase. The Company received authority at the last
Annual General Meeting to purchase up to a maximum of
142,664,747 ordinary shares. The authority lasts until the
earlier of the conclusion of the Annual General Meeting of
the Company in 2022 or 30 June 2022.
- Borrowing powers – the net external borrowings of the Group
outstanding at any time shall not exceed an amount equal to
four times the aggregate of the Group’s adjusted capital and
reserves calculated in the manner prescribed in Article 105
of the Company’s Articles of Association, unless sanctioned
by an ordinary resolution of the Company’s shareholders.
Appointment and replacement of Directors
The Company shall appoint (disregarding Alternate Directors)
no fewer than two and no more than 15 Directors. The
appointment and replacement of Directors may be made
as follows:
- the shareholders may by ordinary resolution elect any
person who is willing to act to be a Director;
- the Board may elect any person who is willing to act to be
a Director. Any Director so appointed shall hold office only
until the next Annual General Meeting and shall then be
eligible for election;
- each Director is required in terms of the Articles of
Association to retire from office at the third Annual General
Meeting after the Annual General Meeting at which he or
she was last elected or re-elected, although he or she may
be re-elected by ordinary resolution if eligible and willing.
However, to comply with the principles of best corporate
governance, the Board intends that each Director will
submit him or herself for re-election on an annual basis;
- the Company may by special resolution remove any Director
before the expiration of his or her period of office or may, by
ordinary resolution, remove a Director where special notice
has been given and the necessary statutory procedures are
complied with; and
- there are a number of other grounds on which a Director’s
office may cease, namely voluntary resignation, where all
the other Directors (being at least three in number) request
his or her resignation, where he or she suffers physical or
mental incapacity, where he or she is absent from meetings
of the Board without permission of the Board for six
consecutive months, becomes bankrupt or compounds with
his or her creditors or where he or she is prohibited by law
from being a Director.
Encouraging diversity in our workforce
Tullow is committed to eliminating discrimination and
encouraging diversity amongst its workforce. Decisions related
to recruitment selection, development or promotion are based
upon merit and ability to adequately meet the requirements
of the job, and are not influenced by factors such as gender,
marital status, race, ethnic origin, colour, nationality, religion,
sexual orientation, age or disability.
We want our workforce to be truly representative of all sections
of society and for all our employees to feel respected and
able to reach their potential. Our commitment to these aims
and detailed approach are set out in Tullow’s Code of Ethical
Conduct and Equal Opportunities Policy.
We aim to provide an optimal working environment to suit the
needs of all employees, including those of employees with
disabilities. For employees who become disabled during their
time with the Group, Tullow will provide support to help them
remain safely in continuous employment.
Employee involvement and engagement
We use a range of methods to inform and consult with
employees about significant business issues and our
performance. These include webcasts, the Group’s intranet and
town hall meetings. In 2019, we established the workforce
Tullow Advisory Panel (TAP) in conjunction with existing means
to continue engaging with our workforce. Further details on the
TAP and employee engagement are described on page 60 of
this report.
We have an employee share plan for all permanent employees,
which gives employees a direct interest in the business’ success.
Political donations
In line with Group policy, no donations were made for
political purposes.
Corporate responsibility
The Group works to achieve high standards of environmental,
health and safety management. Our performance in
these areas can be found on pages 28 to 35 of this report.
Further information is available on the Group website:
www.tullowoil.com, and our 2021 Sustainability Report.
Auditor and disclosure of relevant audit information
Having made the requisite enquiries, so far as the Directors
are aware, there is no relevant audit information (as defined
by section 418(3) of the Companies Act 2006) of which the
Company’s auditor is unaware and each Director has taken all
steps that ought to have been taken to make him or herself
aware of any relevant audit information and to establish that
the Company’s auditor is aware of that information.
A resolution to re-appoint Ernst & Young as the Company’s
auditor will be proposed at the 2022 AGM on 25 May 2022.
More information can be found in the Audit Committee Report
on page 64.
Annual General Meeting
The AGM is expected to be held at 12 noon on Wednesday
25 May 2022. The Notice of Annual General Meeting will set out
the resolutions to be proposed at the forthcoming AGM, which
will be sent to shareholders in due course and in accordance
the the requirement of the Listing Rules.
This Corporate Governance Report (which includes the
Directors’ Remuneration Report) and the information referred
to herein have been approved by the Board and signed on its
behalf by:
Adam Holland
Company Secretary
8 March 2022
Registered office:
9 Chiswick Park
566 Chiswick High Road
London W4 5XT
Company registered in England and Wales No. 3919249
Tullow Oil plc 2021 Annual Report and Accounts
91
CORPORATE GOVERNANCE The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
and Group’s transactions and disclose with reasonable
accuracy at any time the financial position of the Company
and the Group and enable them to ensure that the Company and
the Group Financial Statements comply with the Companies
Act 2006. They are also responsible for safeguarding the
assets of the Group and Parent Company and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a strategic report, Directors’ report,
Directors’ remuneration report and corporate governance
statement that comply with that law and those regulations.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information included
on the Company’s website.
Directors’ responsibility statement (DTR 4.1 and the
Transparency (Directive 2004/109/EC) Regulations
(as amended))
The Directors confirm, to the best of their knowledge:
- that the consolidated Financial Statements, prepared in
accordance with UK-adopted international accounting
standards and IFRSs adopted pursuant to Regulation (EC)
No. 1606/2002 as it applies in the European Union.
- give a true and fair view of the assets, liabilities, financial
position and profit of the Parent Company and undertakings
included in the consolidation taken as a whole;
- that the Annual Report, including the Strategic Report,
includes a fair review of the development and performance
of the business and the position of the Company and
undertakings included in the consolidation taken as a
whole, together with a description of the principal risks
and uncertainties that they face; and
- that they consider the Annual Report, taken as a whole, is fair,
balanced and understandable and provides the information
necessary for shareholders to assess the Company’s
position, performance, business model and strategy.
Rahul Dhir
Chief Executive Officer
Les Wood
Chief Financial Officer
8 March 2022
8 March 2022
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Annual Report
and the Financial Statements in accordance with applicable
United Kingdom law and regulations.
Company law requires the directors to prepare Financial
Statements for each financial year. Under that law the
directors have elected to prepare the Group and Parent
Company financial statements in accordance with UK-adopted
international accounting standards (IFRSs), and the Parent
Company financial statements in accordance with United
Kingdom Generally Accepted Accounting Practice (United
Kingdom Accounting Standards and applicable law), including
Financial Reporting Standard 101 Reduced Disclosure
Framework (FRS 101). Under company law the directors must
not approve the Financial Statements unless they are satisfied
that they give a true and fair view of the state of affairs of the
Group and the Company and of the profit or loss of the Group
and the Company for that period.
Under the Financial Conduct Authority’s Disclosure Guidance
and Transparency Rules and the Transparency (Directive
2004/109/EC) Regulations 207 (as amended), Group Financial
Statements are required to be prepared in accordance with
UK adopted international accounting standards and
international Financial Reporting Standards adopted pursuant
to Regulation (EC) No. 1606/2002 as it applies in the European
Union.
In preparing these Financial Statements the Directors are
required to:
- select suitable accounting policies in accordance with IAS 8
Accounting Policies, Changes in Accounting Estimates and
Errors and then apply them consistently;
- make judgements and accounting estimates that are
reasonable and prudent;
- present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
- provide additional disclosures when compliance with the
specific requirements in IFRSs and in respect of the Parent
Company Financial Statements, FRS 101 is insufficient
to enable users to understand the impact of particular
transactions, other events and conditions on the Group
and Company financial position and financial performance;
- in respect of the Group Financial Statements, state whether
UK-adopted international accounting standards and IFRSs
adopted pursuant to Regulation (EC) No. 1606/2002 as it
applies in the European Union.
- have been followed, subject to any material departures
disclosed and explained in the Financial Statements;
- in respect of the Parent Company Financial Statements,
state whether applicable UK Accounting Standards,
including FRS 101, have been followed, subject to any
material departures disclosed and explained in the
Financial Statements; and
- prepare the Financial Statements on the going concern
basis unless it is inappropriate to presume that the
Company and/ or the Group will continue in business.
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Tullow Oil plc 2021 Annual Report and Accounts
Independent auditor’s report
to the members of Tullow Oil plc
Opinion
In our opinion:
- Tullow Oil plc’s group financial statements and parent company financial statements (the “financial statements”) give a
true and fair view of the state of the group’s and of the parent company’s affairs as at 31 December 2021 and of the group’s
profit for the year then ended;
- the group financial statements have been properly prepared in accordance with UK adopted international accounting
standards and International Financial Reporting Standards adopted pursuant to Regulation (EC) No. 1606/2002 as it applies
in the European Union;
- the parent company financial statements have been properly prepared in accordance with United Kingdom Generally
Accepted Accounting Practice; and
- the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Tullow Oil plc (the ‘parent company’) and its subsidiaries (the ‘group’) for the year
ended 31 December 2021 which comprise:
Group
Parent company
Group balance sheet as at 31 December 2021
Company balance sheet as at 31 December 2021
Group income statement for the year then ended
Group statement of comprehensive income for the year then ended
Group statement of changes in equity for the year then ended
Group cash flow statement for the year then ended
Related notes 1 to 30 to the financial statements, including a summary
of significant accounting policies
Company statement of changes in equity for the year
then ended
Related notes 1 to 6 to the financial statements
including a summary of significant accounting policies
The financial reporting framework that has been applied in the preparation of the group financial statements is applicable
law and UK adopted international accounting standards and international Financial Reporting Standards adopted pursuant
to Regulation (EC) No. 1606/2002 as it applies in the European Union. The financial reporting framework that has been applied
in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards,
including FRS 101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Independence
We are independent of the group and parent in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have
fulfilled our other ethical responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent company and we
remain independent of the group and the parent company in conducting the audit.
Tullow Oil plc 2021 Annual Report and Accounts
93
FINANCIAL STATEMENTS Independent auditor’s report
to the members of Tullow Oil plc continued
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the group and parent
company’s ability to continue to adopt the going concern basis of accounting included amongst others:
- reviewing the integrity of management’s corporate model by checking consistency of the central assumptions and formulas,
with the assistance of our business modelling specialists;
- comparing the forecast incorporated in the model with the board approved budget to ensure consistency;
- assessed historical forecasting accuracy through forecast versus actual analysis over the last four years;
- comparing that a number assumptions, such as hedging, provision utilisation and decommissioning escrow payments, were
consistent with other areas of our audit;
- comparing the assumptions used in the business plan with the models used in for impairment purposes;
- comparing the consistency between the commercial reserves profile used in the impairment profiles and to calculate Tullow’s
future Revolving Credit Facility (‘RCF’) availability;
- evaluating the sensitivity of the RCF availability to short-term shocks to oil price to determine the impact on liquidity under
different price scenarios and including management’s downside scenario;
- we recalculated and confirmed with Management that Tullow are compliant with the hedging requirements under the RCF;
- performing independent reverse stress test analysis on the cash flow forecasts to assess the impact of short-term price shocks;
- considering the decarbonisation costs were included in the going concern model; and
- reviewing management’s proposed disclosures to ensure that they were appropriate and reflective of the results of our review.
Our key observations
In forming our conclusions, we have considered the 2021 refinancing of debt, which has extended maturities of borrowings to
2025 and 2026 with no capital repayment falling due within the going concern period. The increase in oil prices and the hedge
position of the Group has provided significant headroom under the base case and downside case. Furthermore, the Group has
access to a committed Revolving Credit Facility of up to $500m throughout 2022 and it is considered remote that this will not be
available for the remainder of the going concern period. Under management’s base case the breakeven point occurs at an oil
price of $39/bbl for the short and long term.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the group and parent company’s ability to continue as a going concern
for a period up to 31 March 2023.
In relation to the group and parent company’s reporting on how they have applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the
directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections
of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the
group’s ability to continue as a going concern.
Overview of our audit approach
Audit scope
- We performed an audit of the complete financial information of 5 components and audit
procedures on specific balances for a further 14 components.
- The components where we performed full or specific audit procedures accounted for 96% of
Adjusted EBITDAX, 92% of Revenue and 97% of Total assets.
Key audit matters
- Recoverability of Kenya intangible exploration and evaluation asset
- Uncertain Tax Treatments
- Recoverability of Property plant and equipment
- Estimation of Ghana decommissioning provision
- Impairment reversal of investment in subsidiaries (parent company only)
Materiality
- Overall Group materiality of $24 million which represents 2.4% of normalised Adjusted Earnings
Before Interest Tax Depreciation Amortisation and Exploration ("EBITDAX").
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Tullow Oil plc 2021 Annual Report and Accounts
An overview of the scope of the parent company and group audits
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit
scope for each company within the Group. Taken together, this enables us to form an opinion on the consolidated financial
statements. We take into account size, risk profile, the organisation of the group and changes in the business environment.
In assessing the risk of material misstatement to the Group financial statements, and to ensure we had adequate quantitative
coverage of significant accounts in the financial statements, of the 60 reporting components of the Group, we selected
19 components covering entities within Australia, Argentina, Cote D’Ivoire, Gabon, Guyana, Jersey, Kenya, Netherlands,
Suriname, Uganda and United Kingdom which represent the principal business units within the Group.
Of the 19 components selected, we performed an audit of the complete financial information of 5 components (“full scope
components”) which were selected based on their size or risk characteristics. For the remaining 14 components (“specific scope
components”), we performed audit procedures on specific accounts within that component that we considered had the potential
for the greatest impact on the significant accounts in the financial statements either because of the size of these accounts or
their risk profile.
The reporting components where we performed audit procedures accounted for 96% (2021: 98%) of the Group’s Adjusted
EBITDAX, 92% (2021: 97%) of the Group’s Revenue and 97% (2021: 94%) of the Group’s Total assets. For the current year, the full
scope components contributed 101% (2021: 99%) of the Group’s Adjusted EBITDAX, 92% (2021: 90%) of the Group’s Revenue and
64% (2021: 73%) of the Group’s Total assets. The specific scope component contributed -6% (2021: -1%) of the Group’s Adjusted
EBITDAX, 0% (2021: 7%) of the Group’s Revenue and 27% (2021: 21%) of the Group’s Total assets. The audit scope of these
components may not have included testing of all significant accounts of the component but will have contributed to the coverage
of significant accounts tested for the Group. We also instructed 7 locations to perform specified procedures over certain aspects
of intangible exploration and evaluation assets, oil and gas assets, borrowings, non-current provisions and exploration costs
written off.
Of the remaining 41 components that together represent 4% of the Group’s Adjusted EBITDAX, none are individually greater than
2% of the Group’s Adjusted EBITDAX. For these components, we performed other procedures, including analytical review and
testing of consolidation journals and intercompany eliminations to respond to any potential risks of material misstatement to
the Group financial statements.
The charts below illustrate the coverage obtained from the work performed by our audit teams.
Adjusted EBITDAX
Revenue
Total assets
5% – Other procedures 9292+
9191+
8% – Other procedures 6464+
64% – Full scope components
27% – Specific scope components
9% – Other procedures
101% – Full scope components
-6% – Specific scope components
92% – Full scope components
0% – Specific scope components
Tullow Oil plc 2021 Annual Report and Accounts
95
FINANCIAL STATEMENTS+
5
5
+
+
4
4
+
+
O
O
+
0
0
+
+
8
8
+
+
O
O
+
27
27
+
+
9
9
+
+
O
O
Independent auditor’s report
to the members of Tullow Oil plc continued
Changes from the prior year
There are no changes to full scope components from prior year. We have updated our scoping in the current year to take
account of the impact of changes in the business and assets sales during the year. This has limited impact on coverage.
Involvement with component teams
In establishing our overall approach to the Group audit, we determined the type of work that needed to be undertaken at each of
the components by us, as the primary audit engagement team, or by component auditors from other EY global network firms
operating under our instruction. Of the 4 full scope components, audit procedures were performed on 3 of these directly by the
primary audit team. For the 7 specific scope components, the work was directly performed by the primary audit team.
During the current year’s audit cycle, visits were undertaken by the Senior Statutory Auditor with members of the primary audit
team to the component team in Ghana in November 2021 and February 2022. These visits involved discussing the audit approach
with the component team and any issues arising from their work, meeting with local management, attending planning and
closing meetings and reviewing relevant audit working papers on risk areas. The primary team interacted regularly with the
component teams through video conferencing during various stages of the audit, reviewed relevant working papers and were
responsible for the scope and direction of the audit process. This, together with the additional procedures performed at a Group
level, gave us appropriate evidence for our opinion on the Group financial statements.
Climate change
There has been increasing interest from stakeholders as to how climate change will impact Tullow. The Group has determined
that the most significant future impacts from climate change on their operations will be from potential falls in oil prices, carbon
pricing mechanisms, and investments required to reduce emissions to achieve decarbonisation targets which might make
production from certain assets uneconomic. These are explained on page 23 in the required Task Force for Climate related
Financial Disclosures and on pages 36 to 40 in the principal risks and uncertainties, which form part of the “Other information,”
rather than the audited financial statements. Our procedures on these disclosures therefore consisted solely of considering
whether they are materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or
otherwise appear to be materially misstated.
As explained in note 26 governmental and societal responses to climate change risks are still developing, and are
interdependent upon each other, and consequently financial statements cannot capture all possible future outcomes as these
are not yet known. The degree of certainty of these changes may also mean that they cannot be taken into account when
determining asset and liability valuations and the timing of future cash flows under the requirements of UK adopted
international accounting standards and International Financial Reporting Standards adopted pursuant to Regulation (EC) No.
1606/2002 as it applies in the European Union. The note also includes supplementary sensitivity disclosures of the impact of
reasonably possible changes in key assumptions and significant judgements and estimates relating to climate change.
Our audit effort in considering climate change was focused on ensuring that the effects of material climate risks disclosed on
pages 38 to 40 have been appropriately considered in asset values, estimating the recoverable value of non-current assets and
associated disclosures where values are determined through modelling future cash flows. Details of our procedures and
findings on page 146 (Note 26) are included in our key audit matters below. We also challenged the Directors’ considerations
of climate change in their assessment of going concern and viability and associated disclosures.
Whilst the group has stated its commitment to being Net Zero on Scope 1 and 2 emissions by 2030 and supporting the goal of
limiting global temperature rise to well below 2ºC as per Article 2 of the Paris Agreement, the group has determined some, but
not all, of the future economic impacts on their business model, operational plans and customers to achieve this and therefore,
as set out above, the potential impacts are not fully incorporated in these financial statements.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due
to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the
allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the
context of our audit of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion
on these matters.
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Tullow Oil plc 2021 Annual Report and Accounts
Recoverability of Kenya intangible exploration and evaluation asset (‘E&E’)
This is an estimation based on uncertain outcomes. The recoverability of the Kenya E&E asset carries inherent risks that the project
does not progress to development, requiring the write-off or impairment of the related capitalised costs or the reversal of previously
recorded impairment charges, when the relevant IFRS requirements are met. The risk is elevated compared to 2020 because of the
uncertainties that are present to progress to Final Investment Decision (‘FID’).
As described in Note 9 to the Consolidated Financial Statements, at 31 December 2021, Tullow have recognised $255 million of
E&E assets relating to its interest in Kenya exploration licenses. Whilst no impairment has been recognised in 2021, in 2020
management recognised an impairment of $430 million.
The risk is whether it is appropriate to continue carrying capitalised Kenya E&E costs or whether an impairment is required or
whether an impairment reversal is required. Auditing the impairment assessment of the Kenya E&E assets is inherently
judgemental given the uncertainties surrounding the progress to FID. Furthermore, management prepared the impairment
assessment under the value-in-use methodology where judgement was used to estimate future oil prices and price
differentials; discount rates; inflation rates; production profiles and oil and gas resources; fiscal terms and uncontracted cost
profiles. The VIU recoverable value is adjusted for the uncertainties associated with the Group’s ability to recover the value
including receiving an acceptable offer from a strategic partner, obtaining financing for the project and obtaining government
deliverables to develop the asset.
As a result of these factors, there is a significant judgement relating to the risk that Kenya E&E costs are impaired or an
impairment is reversed in the reporting period, which also represents a risk of potential management bias.
Our response to the risk
Our procedures included, amongst others:
- obtaining and reviewing the Field Development Plan (FDP) submitted to the Government of Kenya in December 2021, which
was a condition to extend the Production Sharing Contract (PSC);
- reconciling the oil and gas resources used in the Kenya valuation model to the resources report produced by management’s
external expert and included in the FDP;
- engaging an EY partner with significant oil and gas expertise and valuation experience to review the resources reports
generated by management’s external expert and assess the appropriateness of inputs of a technical nature;
- evaluating the professional qualifications and objectivity of management’s external experts who performed the detailed
preparation of the reserve estimates and those who are primarily responsible for providing the independent reserve estimate;
- evaluating the appropriateness of the oil prices used in management’s model and the price differential assumption used by
benchmarking to market and peer data;
- evaluating the operating and capital expenditures forecast to be incurred over the life of the project with previous estimates
and budgets included in the business plan;
- evaluating the appropriateness of management’s impairment discount rates based on an independent re-calculation of the
group’s weighted average cost of capital with the assistance of our valuations specialists;
- sensitising the valuation based on less favourable fiscal terms being received;
- assessing the appropriateness of the probabilistic assessment used to adjust for the uncertainties in computing the valuation
of the asset and additionally the range calculated to support the recoverable amount by independently evaluating each
uncertainty’s facts and circumstances through inspection of supporting evidence and discussion with management outside
of the finance function;
- assessing the progress of the farm down process and evaluating the potential impacts on the recoverable amount;
- assessing the carbon intensity of the project and whether this may impact the chances of development; and
- assessing whether the disclosures provided in the financial statements reflect management’s judgements, risks and
uncertainties of the project.
The audit procedures were performed primarily by our group engagement team.
Key observations communicated to the Audit Committee
We consider acceptable the judgements used by management in calculating a VIU and then applying probabilities to reflect the
remaining project uncertainties to calculate a recoverable amount and a supporting range for the recoverable amount.
We also reported the risks of this project in relation to the energy transition and Tullow’s commitment to Net Zero as a portion of the
emissions from the project will need to be offset through nature-based solutions and were not included in the impairment model.
Whilst the Kenya impairment assessment involves significant judgement about future actions of management and other
stakeholders, we satisfied ourselves that sufficient evidence existed at the balance sheet date to support the carrying value
of the Kenya E&E assets based on the submission of the FDP, the current stage of the farm down process and the outcome
of the impairment assessment.
Tullow Oil plc 2021 Annual Report and Accounts
97
FINANCIAL STATEMENTS Independent auditor’s report
to the members of Tullow Oil plc continued
Recoverability of Property Plant and Equipment
This is a forecast-based estimate. The risk is that potential impairments are not identified on a timely basis. The risk is similar
to 2020 given lower reservoir performance in TEN offset by a number of commercial reserves increases due to the improved
macroeconomic outlook.
As described in Note 10 to the Consolidated Financial Statements, at 31 December 2021, PP&E amounted to $2,905 million and
management recorded an impairment charge of $124.9 million and impairment reversals of $69.7 million.
Auditing the impairment of PP&E is subjective due to the significant amount of judgement involved in determining whether
indicators of impairment or impairment reversal exist. Indicators should reflect significant upward or downward revisions in
assumptions impacting the future potential long-term value of an asset, rather than drivers of short-term fluctuations in value.
Impairment reversals should only be recognised where there has been a clear increase in the potential value of a Cash
Generating Unit and not simply due to headroom created by the passage of time; for instance, the unwind in discount rates,
further DD&A charges or other similar items.
Key judgements in determining whether indicators of impairment or impairment reversal exist include changes in forecast
commodity price, movements in oil and gas reserves, changes in asset performance and future development plans, etc.
In performing our audit, we are mindful of the risk of management override in the assessment of whether or not impairment
indicators exist as well as in the central assumptions that are used in the impairment assessments.
As described in the accounting policies to the Group Consolidated Financial Statements, the most complex of these judgements
relate to management’s view on commodity price assumptions and commercial reserves and related costs profiles. Forecasting
future prices is inherently difficult, as it requires forecasts that reflect developments in demand such as global economic
growth, technology efficiency, policy measures and, on the supply side, consideration of investment and resource potential, cost
of development of new supply and behaviour of major resource holders. These judgements are particularly difficult because of
increased demand uncertainty and pace of decarbonisation due to the energy transition.
Our response to the risk
Our procedures included, amongst others:
- confirming our understanding of Tullow’s impairment testing process, as well as the control environment implemented by
management by performing a walkthrough of the process;
- evaluating whether impairment / impairment reversal triggers exist by challenging management’s assessment on an asset by
asset basis
- testing the integrity of the underlying VIU model with the assistance of EY Business Modelling specialists by testing the
mechanical accuracy;
- comparing Tullow’s commodity price scenarios to assessments provided by our valuation specialists and to prices used by
peer companies. We also compared Tullow’s prices to the IEA’s Net Zero Emissions 2050 (NZE) and to the IEA’s Announced
Pledges Scenario (APS) price assumptions as potential contradictory evidence for best estimates of future oil and gas prices.
The APS assumes that all climate commitments made by governments around the world, including Nationally Determined
Contributions (NDCs) and longer-term net zero targets, will be met in full and on time;
- assessing the appropriateness of management’s impairment discount rates including an independent re-calculation of the
group’s weighted average cost of capital with the assistance of our valuations specialists;
- reconciling production profiles used in the impairment model to the reserve report produced by management’s external expert;
- evaluating the professional expertise and objectivity of management’s external experts who performed the detailed
preparation of the reserve estimates and those who are primarily responsible for providing independent reserve estimates,
through understanding their relevant professional qualifications and experience;
- performing benchmarking on cost estimate profiles, the inflation rate and FX rates based on comparison with recent actuals
and our understanding obtained from other areas of the audit;
- tested whether decarbonisation activities announced by Tullow were incorporated and consistent with the budgets and
impairment model as to their assessment of whether climate change risks impact the modelled recoverable value of the
Group’s CGUs. This was done with reference to the Group’s assessment of the risks of climate change, commitments made
around climate change initiatives and the analysis performed by the Group to date of the potential impact of such initiatives,
including on potential future investment;
- we challenged the extent of disclosure on climate change with respect to the price sensitivity under IEA’s NZE scenario; and
- Where the financial impacts of climate related risks are either yet to be determined and/or not reflected in management’s
estimates of recoverable value we challenged what sensitivities may be appropriate in the financial statements to
demonstrate the reasonably possible impact of these.
The audit procedures were performed primarily by our group engagement team. Our audit procedures over this risk area covers
100% of the reported risk amount.
98
Tullow Oil plc 2021 Annual Report and Accounts
Key observations communicated to the Audit Committee
We reported to the Audit Committee in its March 2022 meeting that, based on our testing performed and the subsequent
adjustments made by management, we considered the current period impairment charge is fairly stated. We also reported that
based on our challenge on sensitivity disclosures, management disclosed the impact on the value of PP&E under the IEA’s
NZE scenario.
Uncertain Tax Treatments
This is an estimation based on uncertain outcomes. The risk is that tax provisions are not appropriate given the nature of the tax
matter. The risk has increased compared to 2020 due to the increased engagement and activity of the tax authorities.
As described in note ag of the accounting policies to the Consolidated Financial Statements, at 31 December 31 2021, Tullow’s
contingent liabilities in respect to uncertain tax matters amounts to $1,026 million. Tullow have recognised a total provision of
$128 million, which is split into an income tax payable of $34 million, deferred tax liabilities of $40 million and $53 million
in provisions.
Auditing the uncertain tax treatments and the related provisions is subjective because the estimation requires significant
judgement, including evaluating the outcome of the tax matter, the timescale for resolution and the need to negotiate with
various stakeholders. Furthermore, the outcome of the tax matter is in most instances outside Tullow’s control.
Our response to the risk
Our procedures included, amongst others:
- where appropriate, obtained correspondence with tax authorities and when required used our local teams and tax specialists
on specific regimes to confirm management’s assumptions and judgements regarding the level of provisions made;
- inspected external legal and tax opinions (where considered necessary) to corroborate management’s assessment of the risk
profile in respect of tax claims;
- obtained Tullow’s uncertain tax treatments assessments and audited the associated workings including ensuring any
exposures and provisions were appropriately extrapolated for periods which have yet to be audited; and
- considered the relevant disclosures made within the financial statements to ensure they appropriately reflect the facts and
circumstances of the tax exposures and are in accordance with the requirements of IAS 37 provisions, IAS 12 Income Tax and
IFRIC 23 Uncertainty over Income Tax Treatments.
Our audit response was executed by the primary audit team, with support from local tax teams principally in Ghana and Uganda.
Our audit procedures over this risk area covers 100% of the reported risk amount.
Key observations communicated to the Audit Committee
Based on the on the evidence obtained and the audit procedures performed we are satisfied that the accounting treatment
in respect of potential tax exposures is appropriate. We also concluded that the disclosures made in the financial statements
are appropriate.
Estimation of Ghana decommissioning provision
This is an estimation based on uncertain outcomes. The risk is the expected timing of decommissioning activity and the estimated cost
of activities that are expected to occur in the future. The risk is consistent to 2020.
As described in Note 20 to the Consolidated Financial Statements, at 31 December 2021, management recorded a
decommissioning provision in Ghana of $193.3 million
Auditing decommissioning provisions is complex because management’s estimation of future cash outflows involves significant
judgement and estimation. As explained in the accounting policies to the Consolidated Financial Statements, the estimate is
based on current legal obligations, technology and price levels. However, the extent and timing of the actual outflows incurred in
the future may differ due to changes in legal requirements, changes in market rates for goods and services, the emergence of
new technology or experience at other assets. There is a risk of management override in the determination of both the timing of
activity and estimation of the costs that will be incurred. Furthermore, Tullow is expected to commence payments to the Ghana
decommissioning escrow fund and therefore there is a risk that inappropriate management bias influences the estimate.
Tullow Oil plc 2021 Annual Report and Accounts
99
FINANCIAL STATEMENTS Independent auditor’s report
to the members of Tullow Oil plc continued
Estimation of Ghana decommissioning provision continued
Our response to the risk
Our procedures included, amongst others:
- confirming our understanding of the decommissioning provision estimation process. We have performed an assessment
of the control environment by performing a walkthrough of the process;
- reconciling the costs used in determining the decommissioning estimate to management’s external expert report;
- evaluating the objectivity and expertise of management’s external experts who performed the cost estimates, through
understanding their relevant professional qualifications and experience;
- confirming our understanding of the decommissioning requirements in Ghana and whether there were any updates during
the year;
- assessing the appropriateness of the assumptions underpinning the cost estimate with the assistance of our decommissioning
experts by comparing with the methodology used by industry peers and compared actual drilling costs incurred in the year;
- testing the completeness of the cost estimate data by corroborating with work performed in other areas of the audit, including
oil and gas reserves and impairment testing of PP&E, where applicable; and
- obtained an understanding by meeting with Tullow’s external decommissioning experts of the methodology and differences
between previous estimates.
The audit procedures were performed primarily by our group engagement team. Our audit procedures over this risk area covers
100% of the reported risk amount.
Key observations communicated to the Audit Committee
We have challenged management on the change in approach to estimate well decommissioning costs and based on our
discussions with management’s expert, along with our internal decommissioning specialist, we agree with management that
the reduction in decommissioning estimate is reasonable and recorded in the appropriate period.
Based on our audit procedures and evidence obtained we are satisfied that the Ghana decommissioning provision is appropriate.
Impairment reversal of investment in subsidiaries (parent company only)
This is a forecast-based estimate. The risk is that potential impairments triggers at the subsidiary level are not identified on a timely
basis and would impact the recoverability of the parent company’s investments in subsidiaries.
As described in Note 1 to the parent company Financial Statements, at 31 December 2021, Tullow plc investment in subsidiary
undertakings amounts to $4,350 million ($3,366 million in 2020) and recognised $667 million of reversal of impairment of
investments in subsidiary undertakings.
Investments in subsidiaries in parent company financial statements are more sensitive to changes in recoverable value than the
Group’s underlying assets because certain assets have not been subjected to impairment in the past.
The principal driver of the recoverable amount of investments in subsidiaries is the estimated value of the underlying assets
held by the Group’s subsidiaries. Refer to recoverability of property, plant and equipment considerations in the related key audit
matter above.
Changes to assumptions could lead to material changes in estimated recoverable amounts, resulting in either impairment or
reversals of impairment taken in prior years (2021 aggregate impairment reversal of $667 million, 2020 aggregate impairment
of $1,975 million).
We consider that the risk associated with this key audit matter has remained consistent with the prior year.
Our response to the risk
Our procedures included, amongst others:
- assessing the methodology used by management to estimate the recoverable value of each investment for which an
impairment test was performed to ensure that this is consistent with accounting standards.
- testing that relevant assets and liabilities of each investment have been appropriately included in the assessment of
recoverable value, including the effects of intercompany balances.
- Refer to the key audit matter on recoverability of Property Plant and Equipment above with respect to procedures performed
relating to the recoverable value of individual assets tested for impairment.
- We considered the potential impact of climate related risks on the recoverability of the Company’s investments, in line with
the considerations in the key audit matter above.
The audit procedures were performed primarily by our group engagement team with assistance of our valuation specialists.
100
Tullow Oil plc 2021 Annual Report and Accounts
Key observations communicated to the Audit Committee
We confirmed that our observations with respect to the recoverable amount of underlying assets are also relevant for the
recoverable amount of investments in subsidiaries. We agreed that there is no impairment of subsidiaries in the year and that
the reversal of the historic impairment in Tullow Overseas Holding B.V. was appropriate. We agree that the updated final
disclosures in the Parent Company financial statements are appropriate.
In the prior year, our auditor’s report included a key audit matter in relation to Oil and Gas reserves. In the current year, this
has not been considered as a key audit matter and has been considered as part of the recoverability of Property, plant and
equipment and Kenya exploration and evaluation asset. This is following our experience gained in the prior year audit and
time spent during the current year end audit.
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on
the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence
the economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and
extent of our audit procedures. We determined materiality for the Group to be $24 million (2020: $24.7 million), which is 2.4%
(2020: 2%) of normalised Adjusted EBITDAX.
Our key criterion in determining materiality remains our perception of the needs of Tullow’s stakeholders. We consider which
earnings, activity or capital-based measure aligns best with the expectations of the users of Tullow’s financial statements. In
doing so, we apply a ‘reasonable investor perspective’, which reflects our understanding of the common financial information
needs of the members of Tullow as a group. We believe that Adjusted EBITDAX is the most appropriate measure upon which to
calculate materiality as it represents a key performance indicator used by Tullow’s investors.
Consistent with the prior year we have determined that the basis of planning materiality should be normalised Adjusted
EBITDAX (i.e. excluding non-recurring items), calculated as the average of 2019 and 2020 actuals as well as management’s 2021
budget (2020: normalised adjusted EBITDA). In the 4th quarter of 2021 and post year-end, a significant increase has been seen
in the oil price which has increased the EBITDAX position of the group. The views of economists and market participants are that
short term increase in oil prices is from the management of supply of oil in the market which will be addressed over time. Given
this, we believed it was important that, in setting materiality, we did not overact to what is expected to be a temporary
phenomenon – especially when Tullow continues to be the same company structurally.
By applying a normalised approach, large year-on-year swings in materiality are minimised. We have excluded non-recurring
items such as impairments of E&E assets and producing oil & gas assets, non-cash movements in provisions and gains on sale
to ensure we are using a consistent measure representative of the underlying business.
The non-recurring items excluded in 2021 were: impairment of E&E assets ($60 million) impairment reversal of oil and gas
assets ($20 million), non-cash movement in provisions ($10 million) offset by a gain on asset sale ($120 million).
The non-recurring items excluded in 2020 were: impairment of E&E assets ($987 million) impairment of oil and gas assets
($251 million), non-cash movement in provisions ($nil), loss on asset sale ($3.4 million), restructuring costs ($92 million) and
fair value gain on hedging ($1 million).
We determined materiality for the Parent Company to be $25.7 million (2021: $5.2 million), which is 1.4% (2020: 1%) of equity.
The significant year on year change in materiality is due to Tullow have reversed an impairment of the parent company’s
investment in its subsidiaries.
During the course of our audit, we reassessed initial materiality in the context of the Group’s actual performance and have
adjusted the management 2021 budget numbers with actuals to determine final materiality. Our revised planning materiality
is $24.1 million.
Tullow Oil plc 2021 Annual Report and Accounts
101
FINANCIAL STATEMENTS Independent auditor’s report
to the members of Tullow Oil plc continued
Impairment reversal of investment in subsidiaries (parent company only) continued
Performance materiality
The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level
the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment of the Group’s overall control environment, our judgement
was that performance materiality was 50% (2020: 50%) of our planning materiality, namely $12 million (2020: $12.5 million).
We have set performance materiality at this percentage due to our assessment of the nature, number and impact of the
adjusted and unadjusted audit differences identified in 2020 audit.
Audit work at component locations for the purpose of obtaining audit coverage over significant financial statement accounts is
undertaken based on a percentage of total performance materiality. The performance materiality set for each component is
based on the relative scale and risk of the component to the Group as a whole and our assessment of the risk of misstatement
at that component. In the current year, the range of performance materiality allocated to components was $11.5 million to $2.7
million (2020: $11.2 million to $3.1 million).
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of $1.2 million
(2020: $1.2 million), which is set at 5% of planning materiality, as well as differences below that threshold that, in our view,
warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light
of other relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the annual report set out on pages 1 to 92 and 161 to 164, including
Strategic Report, Governance and Supplementary information, other than the financial statements and our auditor’s report
thereon. The directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated
in this report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be
materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we
have performed, we conclude that there is a material misstatement of the other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the strategic report and the directors’ report for the financial year for which the financial statements
are prepared is consistent with the financial statements; and
- the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the
course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report
to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been
received from branches not visited by us; or
- the parent company financial statements and the part of the Directors’ Remuneration Report to be audited are not in
agreement with the accounting records and returns; or
- certain disclosures of directors’ remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit
102
Tullow Oil plc 2021 Annual Report and Accounts
Corporate Governance Statement
We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate
Governance Statement relating to the group and company’s compliance with the provisions of the UK Corporate Governance
Code specified for our review by the Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit:
- Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material
uncertainties identified as set out on page 92;
- Directors’ explanation as to its assessment of the company’s prospects, the period this assessment covers and why the period
is appropriate as set out on page 92;
- Director’s statement on whether it has a reasonable expectation that the group will be able to continue in operation and
meets its liabilities as set out on page 92;
- Directors’ statement on fair, balanced and understandable as set out on page 92;
- Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks as set out on page 37;
- The section of the annual report that describes the review of effectiveness of risk management and internal control systems
as set out on page 37; and;
- The section describing the work of the audit committee as set out on page 61.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement as set out on page 92, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control
as the directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group and parent company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an 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 (UK) will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with
our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement
due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by,
for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable
of detecting irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of
the company and management.
- We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and determined
that the most significant are those that relate to the reporting framework (IFRS, Companies Act 2006, the UK Corporate
Governance Code and the Listing Rules of the UK Listing Authority) and the relevant tax compliance regulations in the
jurisdictions in which Tullow operates. In addition, we concluded that there are certain significant laws and regulations
that may have an effect on the determination of the amounts and disclosures in the financial statements and those laws
and regulations relating to health and safety, employee matters, environmental, and bribery and corruption practices;
- We understood how Tullow Oil plc is complying with those frameworks by making inquiries of management, internal audit
and those responsible for legal and compliance procedures. We corroborated our enquiries through review of board minutes,
papers provided to Audit committees and correspondence received from regulatory bodies.
- We assessed the susceptibility of the group’s financial statements to material misstatement, including how fraud might
occur by meeting with management to understand where it considered there was susceptibility to fraud and assessing
whistleblowing incidences for those with a potential financial reporting impact.
Tullow Oil plc 2021 Annual Report and Accounts
103
FINANCIAL STATEMENTS Independent auditor’s report
to the members of Tullow Oil plc continued
Impairment reversal of investment in subsidiaries (parent company only) continued
Auditor’s responsibilities for the audit of the financial statements continued
- We engaged our Forensics specialists in performing a risk assessment to identify additional fraud risk factors which could
result in material misstatement. As part of this assessment, we understood Tullow’s compliance with international tax laws
and regulations, procedures in place to address the risk of bribery and corruption in high-risk countries and procedures
around setting key performance indicators. Our procedures included discussion on the potential for the override of controls or
other inappropriate influence over the financial reporting process, such as efforts by management to manage earnings in
order to influence the perceptions of analysts as to the company’s performance and profitability. Our procedures did not result
in identification of additional fraud risks.
- In addition, we utilised internal and external information to perform a fraud risk assessment for each of the countries of
operation. We considered risk of fraud through management override and, in response, we incorporated data analytics across
manual journal entries into our audit approach. These procedures included testing the cut-off and those manual journal
entries on revenue recognition to provide reasonable assurance that the financial statements were free from material fraud
or error. We also considered the possibility of fraudulent or corrupt payments made through the purchase to pay process by
overriding the controls put in place by the Company. Where exceptions and instances of risk behaviour patterns were identified
through data analytics, we performed additional audit procedures. These procedures included testing of transactions back to
the source information and were designed to provide reasonable assurance that the financial statements were free from
material fraud or error.
- Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations.
Our procedures involved journal entry testing, with a focus on journals meeting our defined risk criteria based on our
understanding of the business; inquiries of legal counsel, group management, internal audit and all full and specific scope
management; review of volume and nature of whistleblowing complaints received during the year; and If any instances of
non-compliance with laws and regulations were identified, how these were communicated to the relevant local EY teams who
performed sufficient and appropriate audit procedures to address the risk identified, supplemented by audit procedures
performed at the group level.
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
Other matters we are required to address
- Following the recommendation from the audit committee we were appointed by the company at its AGM on 16 June 2021 to
audit the financial statements for the year ending 31 December 2021
The period of total uninterrupted engagement including previous renewals and reappointments is 2 years, covering the years
ending 2020 to 2021.
- The audit opinion is consistent with the additional report to the audit committee.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to
state to them in an 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 company and the company’s members as a body, for our audit work, for this report, or for
the opinions we have formed.
Paul Wallek (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
8 March 2022
104
Tullow Oil plc 2021 Annual Report and Accounts
Group income statement
Year ended 31 December 2021
Continuing activities
Revenue
Cost of sales
Gross profit
Administrative expenses
Gain/(loss) on disposals
Exploration costs written off
Impairment of property, plant and equipment, net
Restructuring costs and other provisions
Operating profit/(loss)
Loss on hedging instruments
Finance income
Finance costs
Profit/(loss) from continuing activities before tax
Income tax (expense)/credit
Loss for the year from continuing activities
Attributable to:
Owners of the Company
Loss per ordinary share from continuing activities
Basic
Diluted
Group statement of comprehensive income and expense
Year ended 31 December 2021
Loss for the year
Items that may be reclassified to the income statement in subsequent periods
Cash flow hedges
(Loss)/gain arising in the year
Losses arising in the year – time value
Reclassification adjustments for items included in profit on realisation
Reclassification adjustments for items included in loss on realisation – time value
Exchange differences on translation of foreign operations
Other comprehensive (expense)/income
Tax relating to components of other comprehensive (expense)/income
Net other comprehensive (expense)/income for the year
Total comprehensive expense for the year
Attributable to:
Owners of the Company
Notes
2021
$m
2020
$m
2
4
1,273.2
(638.9)
1,396.1
(993.6)
4
8
9
10
4,20
18
5
5
6
7
Notes
18
18
18
18
634.3
(64.1)
120.3
(59.9)
(54.3)
(61.8)
514.5
–
44.3
(356.1)
402.5
(86.7)
(3.4)
(986.7)
(250.6)
(92.8)
(1,017.7)
(0.8)
59.4
(314.3)
202.7
(283.4)
(1,273.4)
51.9
(80.7)
(1,221.5)
(80.7)
(1,221.5)
¢
(5.7)
(5.7)
¢
(86.6)
(86.6)
2021
$m
2020
$m
(80.7)
(1,221.5)
(159.3)
(182.1)
112.3
40.7
(1.4)
(189.8)
2.7
(187.1)
271.0
(37.3)
(268.1)
49.4
(5.2)
9.8
(2.7)
7.1
(267.8)
(1,214.4)
(267.8)
(1,214.4)
Tullow Oil plc 2021 Annual Report and Accounts
105
FINANCIAL STATEMENTS
Group balance sheet
As at 31 December 2021
ASSETS
Non-current assets
Intangible exploration and evaluation assets
Property, plant and equipment
Other non-current assets
Derivative financial instruments
Deferred tax assets
Current assets
Inventories
Trade receivables
Other current assets
Current tax assets
Derivative financial instruments
Cash and cash equivalents
Assets classified as held for sale
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Borrowings
Provisions
Current tax liabilities
Derivative financial instruments
Liabilities directly associated with assets classified as held for sale
Non-current liabilities
Trade and other payables
Borrowings
Provisions
Deferred tax liabilities
Derivative financial instruments
Total liabilities
Net liabilities
EQUITY
Called-up share capital
Share premium
Equity component of convertible bonds
Foreign currency translation reserve
Hedge reserve
Hedge reserve – time value
Merger reserve
Retained earnings
Equity attributable to equity holders of the Company
Total equity
Approved by the Board and authorised for issue on 8 March 2022.
Rahul Dhir
Chief Executive Officer
Les Wood
Chief Financial Officer
8 March 2022
8 March 2022
106
Tullow Oil plc 2021 Annual Report and Accounts
Notes
2021
$m
2020
$m
9
10
11
18
21
12
13
11
6
18
14
15
16
17
20
18
15
16
17
20
21
18
22
22
18
18
354.6
2,914.6
489.1
–
354.4
4,112.7
134.8
99.8
704.5
19.7
–
469.1
–
368.2
3,237.9
547.4
2.6
494.3
4,650.4
96.1
79.0
717.1
36.4
17.2
805.4
155.6
1,427.9
5,540.6
1,906.8
6,557.2
(751.1)
(100.0)
(296.5)
(115.1)
(80.9)
–
(750.7)
(3,170.5)
(229.8)
(52.2)
(17.8)
(187.3)
(1,343.6)
(4,408.3)
(987.1)
(2,468.7)
(431.0)
(677.3)
(99.0)
(1,064.7)
–
(620.9)
(673.3)
–
(4,663.1)
(2,358.9)
(6,006.7)
(6,767.2)
(466.1)
(210.0)
214.2
1,294.7
–
(248.8)
(39.3)
(146.9)
755.2
(2,295.2)
(466.1)
(466.1)
211.7
1,294.7
48.4
(247.4)
4.8
(5.4)
755.2
(2,272.0)
(210.0)
(210.0)
Group statement of changes in equity
Year ended 31 December 2021
Notes
At 1 January 2020
Loss for the year
Hedges, net of tax
Currency translation
adjustments
Exercising of
employee share
options
Share-based
payment charges
At 1 January 2021
Loss for the year
Hedges, net of tax
Derecognition of the
convertible bond3
Currency translation
adjustments
Exercising of
employee share
options
Share-based
payment charges
18
22
23
18
17
22
23
Share
capital
$m
210.9
–
–
Share
premium
$m
1,294.7
–
–
–
0.8
–
–
–
–
211.7
–
1,294.7
–
–
–
–
2.5
–
–
–
–
–
–
At 31 December 2021
214.2
1,294.7
Equity
component
of
convertible
bonds
$m
48.4
–
–
–
–
–
48.4
–
–
(48.4)
Foreign
currency
translation
reserve 1
$m
(242.1)
–
–
(5.3)
–
–
Hedge
reserve 2
$m
4.6
–
0.2
–
–
–
Hedge
reserve
– time
value 2
$m
(17.5)
–
12.1
–
–
–
(247.4)
–
4.8
–
(5.4)
–
755.2
–
–
–
–
–
(44.1)
(141.5)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(1.4)
–
–
–
Merger
reserve
$m
755.2
–
–
Retained
earnings
$m
(1,070.6)
(1,221.5)
–
Total
equity
$m
983.6
(1,221.5)
12.3
–
–
–
–
(5.3)
(0.8)
–
20.9
20.9
(2,272.0)
(80.7)
–
(210.0)
(80.7)
(185.6)
48.4
–
–
(1.4)
(2.5)
–
11.6
11.6
(248.8)
(39.3)
(146.9)
755.2
(2,295.2)
(466.1)
1. The foreign currency translation reserve represents exchange gains and losses arising on translation of foreign currency subsidiaries, monetary items receivable
from or payable to a foreign operation for which settlement is neither planned nor likely to occur, which form part of the net investment in a foreign operation.
2. The hedge reserve represents gains and losses on derivatives classified as effective cash flow hedges.
3. On 12 July 2021 Tullow repaid the $300 million Convertible Bond due 2021 (note 17). As the conversion option was not exercised, the equity component of
$48.4 million has been transferred from the separate reserve to retained earnings.
Tullow Oil plc 2021 Annual Report and Accounts
107
FINANCIAL STATEMENTS
Group cash flow statement
Year ended 31 December 2021
Cash flows from operating activities
Profit/(loss) from continuing activities before tax
Adjustments for:
Depreciation, depletion and amortisation
(Gain)/loss on disposals
Exploration costs written off
Impairment of property, plant and equipment, net
Restructuring costs and other provisions
Payment under restructuring costs and other provisions
Decommissioning expenditure
Share-based payment charge
Loss on hedging instruments
Finance income
Finance costs
Operating cash flow before working capital movements
(Increase)/decrease in trade and other receivables
(Increase)/decrease in inventories
Increase/(decrease) in trade payables
Cash generated from operating activities
Income taxes paid
Net cash from operating activities
Cash flows from investing activities
Proceeds from disposals
Purchase of intangible exploration and evaluation assets
Purchase of property, plant and equipment
Interest received
Net cash (used in)/from investing activities
Cash flows from financing activities
Debt arrangement fees
Repayment of borrowings
Drawdown of borrowings
Payment of obligations under leases
Finance costs paid
Net cash used in financing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Foreign exchange gain
Notes
2021
$m
2020
$m
202.7
(1,273.4)
10
8
9
10
23
18
5
5
8
27
27
27
27
27
27
378.9
(120.3)
59.9
54.3
61.8
(12.6)
(52.8)
11.6
–
(44.3)
356.1
895.3
(17.9)
(41.9)
7.5
843.0
467.1
3.4
986.7
250.6
92.8
(58.4)
(57.7)
20.9
0.8
(59.4)
314.3
687.7
195.2
85.1
(161.9)
806.1
(56.1)
(107.5)
786.9
698.6
132.8
(86.1)
(150.4)
2.0
(101.7)
(56.6)
(2,379.9)
1,800.0
(155.9)
(234.9)
(1,027.3)
(342.1)
805.4
5.8
513.4
(213.6)
(217.3)
1.8
84.3
–
(185.0)
270.0
(158.2)
(198.5)
(271.7)
511.2
288.8
5.4
805.4
Cash and cash equivalents at end of year
14
469.1
108
Tullow Oil plc 2021 Annual Report and Accounts
Accounting policies
Year ended 31 December 2021
(a) General information
Tullow Oil plc is a company incorporated and domiciled in the United Kingdom under the Companies Act 2006. The address of
the registered office is Tullow Oil plc, Building 9, Chiswick Park, 566 Chiswick High Road, London W4 5XT. The primary activity
of the Group is the discovery and production of oil and gas.
(b) Adoption of new and revised standards
New International Financial Reporting Standards adopted
The Group has applied the following standards and amendments for the first time for their annual reporting period commencing
1 January 2021:
- Interest Rate Benchmark Reform – Phase 2 – Amendments to IFRS 9, IAS 39 and IFRS 7, IFRS 4 and IFRS 16.
- Covid-19-Related Rent Concessions beyond 30 June 2021 Amendment to IFRS 16.
The amendments listed above did not have any impact on the amounts recognised in prior periods and are not expected to
significantly affect the current or future periods.
Upcoming International Financial Reporting Standards not yet adopted
Certain new accounting standards, amendments to accounting standards and interpretations have been published that are
not mandatory for 31 December 2021 reporting periods and have not been early adopted by the Group. These standards,
amendments or interpretations are not expected to have a material impact on the entity in the current or future reporting
periods and on foreseeable future transactions.
(c) Changes in accounting policy
The Group’s accounting policies are consistent with the prior year.
(d) Basis of preparation
The Financial Statements have also been prepared in accordance with UK-adopted international accounting standards (IFRSs)
and international Financial Reporting Standards adopted pursuant to Regulation (EC) No. 1606/2002 as it applies in the European
Union. The financial reporting framework that has been applied in the preparation of the parent company financial statements is
applicable law and United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework” (United Kingdom
Generally Accepted Accounting Practice).
There were adjustments made in relation to a recognition of additional JV receivables ($23.4 million) and reclassification
between accruals ($37.9 million) and provisions ($46 million) that should have been accounted in the prior period and was not
done so in error. Consequently, profit before tax for the current year is higher by $15.3 million with no impact on the group cash
flow statement. In the directors’ judgement, these amounts were not considered material based on their nature as working
capital reclassifications and in assessment against the relative impact of the financial statement line items, so the prior period
amounts have not been corrected.
The Financial Statements have been prepared on the historical cost basis, except for derivative financial instruments and
contingent consideration which have been measured at fair value which are carried at fair value less cost to sell. The Financial
Statements are presented in US dollars and all values are rounded to the nearest $0.1 million, except where otherwise stated.
The principal accounting policies adopted by the Group are set out below.
Liquidity risk management and going concern
Assessment period and assumptions
The Directors consider the going concern assessment period to be up to 31 March 2023. The Group closely monitors and manages
its liquidity headroom. Cash forecasts are regularly produced and sensitivities run for different scenarios including, but not limited
to, changes in commodity prices, different production rates from the Group’s producing assets and different outcomes on
ongoing disputes or litigation. Management has applied the following oil price assumptions for the going concern assessment:
- Base Case: $76/bbl for 2022, $71/bbl for 2023; and
- Low Case: $60/bbl for 2022, $60/bbl for 2023.
- The Low Case includes, in addition to lower oil price assumptions, a 5% production decrease and 12% increased opex
compared to the Base Case as well as increased outflows associated with an ongoing disputes.
On 17 May 2021, the Group announced the completion of its offering of $1.8 billion 2026 Notes. The net proceeds, together with cash
on balance sheet, have been used to (i) repay all amounts outstanding under, and cancel all commitments made available pursuant
to, the Company’s RBL Facility, (ii) redeem in full the Company’s senior notes due 2022, (iii) at maturity, repay in full and cancel the
Company’s convertible bonds due 2021 and (iv) pay fees and expenses incurred in connection with the transactions. The Group also
entered into a $600 million Super Senior Revolving Credit Facility (SSRCF) which is undrawn and will be primarily used for working
capital purposes. The 2026 Senior Notes and the SSRCF do not have any maintenance covenants (disclosure of key covenants and the
determination of availability under the SSRCF are provided in note 18). Following completion of these transactions the Directors have
concluded that the material uncertainties noted in the 2020 Annual Report and Accounts, associated with implementing a
Refinancing Proposal and obtaining amendments or waivers in respect of covenant breaches or, in the event a Refinancing
Proposal is implemented, the revised covenants are subsequently breached, no longer exist.
Tullow Oil plc 2021 Annual Report and Accounts
109
FINANCIAL STATEMENTS (d) Basis of preparation continued
Liquidity risk management and going concern continued
Assessment period and assumptions continued
The Group had $0.9 billion liquidity headroom of unutilised debt capacity and non restrictive cash as at 31 December 2021. The Group’s
forecasts show that the Group will be able to operate within its current debt facilities and have sufficient financial headroom for the going
concern assessment period under its Base Case and Low Case. These forecasts show full availability of the $600 million SSRCF, which
under the Base Case remains undrawn. Furthermore management has performed a reverse stress test and the average oil price
throughout the going concern period required to reduce headroom to zero during the assessment period is $39/bbl. Based on the
analysis above, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational
existence for the foreseeable future. Thus, they have adopted the going concern basis of accounting in preparing the year end results.
(e) Basis of consolidation
The consolidated Financial Statements incorporate the Financial Statements of the Company and entities controlled by the
Company (its subsidiaries) made up to 31 December each year. Control is achieved where the Company has the power over an
investee entity, is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to use its
power to affect its returns.
The results of subsidiaries acquired or disposed of during the year are included in the Group income statement from the
transaction date of acquisition, being the date on which the Group gains control, and will continue to be included until the date
that control ceases.
If the Group loses control over a subsidiary, it derecognises the related assets, liabilities, non-controlling interest and other
components of equity, while any resultant gain or loss is recognised in profit or loss. Any investment retained is recognised
at fair value. All intra-Group transactions, balances, income and expenses are eliminated on consolidation.
Where necessary, adjustments are made to the Financial Statements of subsidiaries to bring the accounting policies used into
line with those used by the Group.
Joint arrangements
The Group is engaged in oil and gas exploration, development and production through unincorporated joint arrangements; these
are classified as joint operations in accordance with IFRS 11. The Group accounts for its share of the results and assets and liabilities
of these joint operations. In addition, where Tullow acts as operator to the joint operation, the gross liabilities and receivables
(including amounts due to or from non-operating partners) of the joint operation are included in the Group’s balance sheet.
(f) Assets classified as held for sale
Non-current assets or disposal groups classified as held for sale are measured at the lower of carrying amount and fair value
less costs to sell. A loss for any initial or subsequent write-down of the asset or disposal group to a revised fair value less costs
to sell is recognised at each reporting date. Non-current assets and disposal groups are classified as held for sale if their
carrying amount will be recovered through a sale transaction rather than through continuing use. This condition is regarded
as met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present
condition. Management must be committed to the sale, which should be expected to qualify for recognition as a completed
sale within one year from the date of classification. Assets and corresponding liabilities classified as held for sale are
presented separately as current items in the statement of financial position.
(g) Revenue from contracts with customers
Revenue from contracts with customers represents the sales value, net of VAT, of the Group’s share of liftings in the year.
Revenue is recognised when performance obligations have been met, which is typically when goods are delivered, and title
has passed.
Gains and losses on realisation of cash flow hedges and tariff income classified as held primarily for the purpose of being
traded are reported in the Group income statement.
(h) Over/underlift
Lifting or offtake arrangements for oil and gas produced in certain of the Group’s jointly owned operations are such that each
participant may not receive and sell its precise share of the overall production in each period. The resulting imbalance between
cumulative entitlement and cumulative production less stock is underlift or overlift. Underlift and overlift are valued at market
value and included within receivables and payables respectively. Movements during an accounting period are adjusted through
cost of sales such that gross profit is recognised on an entitlements basis.
(i) Inventory
Inventories, other than oil products, are stated at the lower of cost and net realisable value. Cost is determined on a weighted
average cost basis and comprises direct purchase costs. Net realisable value is determined by reference to prices existing at
the balance sheet date, less estimated costs of completion and the estimated costs necessary to make the sale.
Oil product is stated at net realisable value and changes in net realisable value are recognised in the income statement.
110
Tullow Oil plc 2021 Annual Report and Accounts
Accounting policies continuedYear ended 31 December 2021 (j) Foreign currencies
The US dollar is the presentational currency of the Group. For the purpose of presenting consolidated financial statements,
the assets and liabilities of the Group’s non-US dollar-denominated entities are translated at exchange rates prevailing on the
balance sheet date. Income and expense items are translated at the average exchange rate for the period. Currency translation
adjustments arising on the restatement of opening net assets of non-US dollar subsidiaries, together with differences between
the subsidiaries’ results translated at average rates versus closing rates, are recognised in the statement of comprehensive
income and expense and transferred to the foreign currency translation reserve. All resulting exchange differences are
classified as equity until disposal of the subsidiary. On disposal, the cumulative amounts of the exchange differences are
recognised as income or expense.
Transactions in foreign currencies are recorded at the rates of exchange ruling at the transaction dates. Monetary assets and
liabilities are translated into functional currency at the exchange rate ruling at the balance sheet date, with a corresponding
charge or credit to the income statement. However, exchange gains and losses arising on monetary items receivable from or
payable to a foreign operation for which settlement is neither planned nor likely to occur, which form part of the net investment
in a foreign operation, are recognised in the foreign currency translation reserve and recognised in profit or loss on disposal of
the net investment.
In addition, exchange gains and losses arising on long-term foreign currency borrowings which are a hedge against the Group’s
overseas investments are dealt with in reserves.
(k) Intangible, exploration and evaluation assets and Oil and Gas assets
The Group adopts the successful efforts method of accounting for exploration and evaluation costs. Pre-licence costs are
expensed in the period in which they are incurred. All licence acquisition, exploration and evaluation costs and directly
attributable administration costs are initially capitalised in cost centres by well, field or exploration area, as appropriate.
These costs are then written off as exploration costs in the income statement unless commercial reserves have been
established or the determination process has not been completed and there are no indications of impairment.
Exploration and evaluation assets are tested for impairment when reclassified to development assets, or whenever facts and
circumstances indicate impairment. An impairment loss is recognised for the amounts by which the exploration and evaluation
assets’ carrying amount exceeds their recoverable amount. The recoverable amount is the higher of the exploration and
evaluation asset’s fair value less cost to sell and their value in use.
Once commercial reserves are found, exploration and evaluation assets are tested for impairment and transferred to
development assets. No depreciation and/or amortisation is charged during the exploration and evaluation phase.
All field development costs are capitalised as property, plant and equipment. Property, plant and equipment related to
production activities is amortised in accordance with the Group’s depletion and amortisation accounting policy.
Cash consideration received on farm-down of exploration and evaluation assets is credited against the carrying value of the
asset. The excess amount over the carrying value of the asset is recognised as a gain on disposal of exploration and evaluation
assets in the statement of profit or loss.
(l) Commercial reserves
Commercial reserves are proven and probable oil and gas reserves, which are defined as the estimated quantities of crude oil,
natural gas and natural gas liquids which geological, geophysical and engineering data demonstrate with a specified degree of
certainty to be recoverable in future years from known reservoirs and which are considered commercially producible. There
should be a 50% statistical probability that the actual quantity of recoverable reserves will be more than the amount estimated
as proven and probable reserves and a 50% statistical probability that it will be less.
(m) Depletion and amortisation
All expenditure carried within each field is amortised from the commencement of production on a unit of production basis,
which is the ratio of oil and gas production in the period to the estimated quantities of commercial reserves at the end of the
period plus the production in the period, generally on a field-by-field basis or by a group of fields which are reliant on common
infrastructure. Costs used in the unit of production calculation comprise the net book value of capitalised costs plus the estimated
future field development costs required to recover the commercial reserves remaining. Changes in the estimates of commercial
reserves or future field development costs are dealt with prospectively.
(n) Impairment of property, plant and equipment
The Group assesses at each reporting date whether there is an indication that an asset (or CGU) may be impaired. In assessing
whether an impairment is required, the carrying value of the asset or CGU is compared with its recoverable amount. The recoverable
amount is the higher of the asset’s/CGU’s fair value less costs of disposal (FVLCD) and value in use (VIU). Given the nature of the
Group’s activities, information on the fair value of an asset is usually difficult to obtain unless negotiations with potential purchasers
or similar transactions are taking place. Consequently, unless indicated otherwise, the recoverable amount used in assessing
the impairment charges described below is VIU. The Group generally estimates VIU using a discounted cash flow model.
In order to discount the future cash flows the Group calculates asset or CGU-specific discount rates.
Tullow Oil plc 2021 Annual Report and Accounts
111
FINANCIAL STATEMENTS (n) Impairment of property, plant and equipment continued
The discount rates are based on an assessment of a relevant peer group’s post-tax weighted average cost of capital (WACC).
The post-tax WACC is subsequently grossed up to a pre-tax rate. The Group then deducts any exploration risk premium which
is implicit within a peer group’s WACC and subsequently applies additional country risk premium for all CGUs, an element of
which is determined by whether the assets are onshore or offshore.
Where there is evidence of economic interdependency between fields, such as common infrastructure, the fields are grouped
as a single CGU for impairment purposes.
Where conditions giving rise to impairment subsequently reverse, the effect of the impairment charge is also reversed
as a credit to the income statement, net of any amortisation that would have been charged since the impairment.
(o) Decommissioning
Provision for decommissioning is recognised in full when the related facilities are installed. A corresponding amount equivalent
to the provision is also recognised as part of the cost of the related property, plant and equipment. The amount recognised is the
estimated cost of decommissioning, discounted to its net present value using a risk-free rate, and is re-assessed each year in
accordance with local conditions and requirements. Changes in the estimated timing of decommissioning or decommissioning
cost estimates are dealt with prospectively by recording an adjustment to the provision, and a corresponding adjustment to
property, plant and equipment. The unwinding of the discount on the decommissioning provision is included as a finance cost.
(p) Property, plant and equipment – non-oil and gas assets
Property, plant and equipment is stated in the balance sheet at cost less accumulated depreciation and any recognised impairment
loss. Depreciation on property, plant and equipment other than production assets is provided at rates calculated to write off the
cost less the estimated residual value of each asset on a straight-line basis over its expected useful economic life of between
three and ten years.
(q) Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that
necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets,
until such time as the assets are substantially ready for their intended use or sale.
All other finance costs, which include interest on borrowings calculated using the effective interest method as described in
paragraph (aa), obligations under finance leases, the unwinding effect of discounting provisions and exchange differences,
are recognised in the income statement in the period in which they are incurred.
(r) Share issue expenses and share premium account
Costs of share issues are written off against the premium arising on the issues of share capital.
(s) Taxation
Current and deferred tax, including UK corporation tax and overseas corporation tax, are provided at amounts expected to be paid
using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred corporation
tax is recognised on all temporary differences that have originated but not reversed at the balance sheet date where transactions
or events that result in an obligation to pay more, or right to pay less, tax in the future have occurred at the balance sheet date.
Deferred tax assets are recognised only to the extent that it is considered more likely than not that there will be suitable taxable
profits from which the underlying temporary differences can be deducted. Deferred tax is measured on a non-discounted basis.
Deferred tax is provided on temporary differences arising on acquisitions that are categorised as business combinations.
Deferred tax is recognised at acquisition as part of the assessment of the fair value of assets and liabilities acquired. Any
deferred tax is charged or credited in the income statement as the underlying temporary difference is reversed.
Petroleum revenue tax (PRT) is treated as an income tax and deferred PRT is accounted for under the temporary difference
method. UK PRT refunds are included in the income statement and is taxable for UK corporation tax.
(t) Pensions
Contributions to the Group’s defined contribution pension schemes are charged to operating profit on an accrual basis.
(u) Derivative financial instruments
The Group uses derivative financial instruments, such as forward currency contracts and commodity options contracts, to hedge
its foreign currency risks and commodity price risks respectively.
Derivatives are recognised initially at fair value at the date a derivative contract is entered into and are subsequently remeasured
to their fair value at each reporting date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative
is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the
nature of the hedge relationship.
112
Tullow Oil plc 2021 Annual Report and Accounts
Accounting policies continuedYear ended 31 December 2021 (u) Derivative financial instruments continued
For the purpose of hedge accounting, hedges are classified as:
- fair value hedges when hedging the exposure to changes in the fair value of a recognised asset or liability or an unrecognised
firm commitment;
- cash flow hedges when hedging the exposure to variability in cash flows that is either attributable to a particular risk
- associated with a recognised asset or liability or a highly probable forecast transaction or the foreign currency risk in an
unrecognised firm commitment; and
- hedges of a net investment in a foreign operation.
At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to which it wishes
to apply hedge accounting.
The documentation includes identification of the hedging instrument, the hedged item, the nature of the risk being hedged and
how the Group will assess whether the hedging relationship meets the hedge effectiveness requirements (including the analysis
of sources of hedge ineffectiveness and how the hedge ratio is determined). A hedging relationship qualifies for hedge
accounting if it meets all of the following effectiveness requirements:
- There is ‘an economic relationship’ between the hedged item and the hedging instrument.
- The effect of credit risk does not ‘dominate the value changes’ that result from that economic relationship.
- The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the Group
actually hedges and the quantity of the hedging instrument that the Group actually uses to hedge that quantity of hedged item.
If a hedging relationship ceases to meet the hedge effectiveness requirement relating to the hedge ratio but the risk management
objective for that designated hedging relationship remains the same, the Group adjusts the hedge ratio of the hedging relationship
(i.e. rebalances the hedge) so that it meets the qualifying criteria again.
The Group designates only the intrinsic value of option contracts as a hedged item, i.e. excluding the time value of the option.
The changes in the fair value of the aligned time value of the option are recognised in other comprehensive income and
accumulated in the time value hedge reserve. If the hedged item is transaction related, the time value is reclassified to profit or
loss when the hedged item affects profit or loss. If the hedged item is time-period related, then the amount accumulated in the
time value hedge reserve is reclassified to profit or loss on a rational basis. Those reclassified amounts are recognised in profit
or loss in the same line as the hedged item. Furthermore, if the Group expects that some or all of the loss accumulated in
hedging reserve will not be recovered in the future, that amount is immediately reclassified to profit or loss.
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable,
which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that
asset’s net carrying amount.
Cash flow hedges
The effective portion of the gain or loss on the hedging instrument is recognised in OCI in the cash flow hedge reserve, while any
ineffective portion is recognised immediately in the statement of profit or loss. The cash flow hedge reserve is adjusted to the
lower of the cumulative gain or loss on the hedging instrument and the cumulative change in fair value of the hedged item.
The Group uses oil option contracts for its exposure to volatility of Dated Brent prices. The ineffective portion relating to option
contracts is recognised as gain or loss on hedging instruments in the Group income statement.
Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to profit or loss in the
periods when the hedged item affects profit or loss, in the same line as the recognised hedged item.
Cash flow hedge accounting is discontinued only when the hedging relationship or a part thereof ceases to meet the qualifying
criteria. This includes when the designated hedged forecast transaction or part thereof is no longer considered to be highly
probable to occur, or when the hedging instrument is sold, terminated or exercised without replacement or rollover. When cash
flow hedge accounting is discontinued, amounts previously recognised within other comprehensive income remain in equity
until the forecast transaction occurs and are reclassified to profit or loss or transferred to the initial carrying amount of a
non-financial asset or liability as above. If the forecast transaction is no longer expected to occur, amounts previously
recognised within other comprehensive income will be immediately reclassified to profit or loss.
Tullow Oil plc 2021 Annual Report and Accounts
113
FINANCIAL STATEMENTS (v) Convertible bonds
Where bonds issued with certain conversion rights are identified as compound instruments, the liability and equity components
are separately recognised. The fair value of the liability component on initial recognition is calculated by discounting the contractual
stream of future cash flows using the prevailing market interest rate for similar non-convertible debt. The difference between
the fair value of the liability component and the fair value of the whole instrument is recorded as equity.
Transaction costs are apportioned between the liability and the equity components of the instrument based on the amounts
initially recognised. The liability component is subsequently measured at amortised cost using the effective interest rate
method, in line with our other financial liabilities. The equity component is not remeasured. On conversion of the instrument,
equity is issued and the liability component is derecognised. The original equity component recognised at inception remains in
equity. No gain or loss is recognised on conversion. In an event of a repayment of the liability component, the original equity
component is transferred to retained earnings.
(w) Leases
On inception of a contract, the Group assesses whether the contract is, or contains, a lease. The contract is, or contains, a lease
if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To determine
whether the contract conveys the right to control the use of an identified asset, the Group assesses whether the contract involves
the use of an identified asset, the Group has the right to obtain substantially all of the economic benefits from the use of the
asset throughout the period of use, and the Group has the right to direct the use of the asset.
i) Lessee accounting
Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for
use by the Group. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability,
in case of Joint operation, adjusted for any amount receivable from Joint Venture Partners and any lease payments made at or
before the commencement date, plus any initial direct costs incurred and an estimate of costs required to remove or restore the
underlying asset, less any lease incentives received. The right-of-use asset is depreciated over the shorter of the asset’s useful
life and the lease term on a straight-line basis, or applying the unit of production method, and the Joint Venture receivable is
allocated against the monthly Joint Venture billing cycle.
The initial measurement of the corresponding lease liability is at the present value of the lease payments that are not paid at the
lease commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined,
the Group’s incremental borrowing rate.
The lease payments include fixed payments, less any lease incentive receivable, variable leases payments based on an index or
rate, and amounts expected to be payable by the lessee under residual value guarantees.
The lease liability is subsequently measured at amortised cost using the effective interest method. It is remeasured when there
is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the
amount expected to be payable under a residual value guarantee or if the Group changes its assessment of whether it will
exercise a purchase, extension or termination option.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use
asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of
12 months or less, and leases of low-value assets with a value of $5,000.
Over the course of a lease contract, there will be taxable timing differences that could give rise to deferred tax, subject to local
tax laws and regulations.
Extension and termination options are included in a number of property and equipment leases across the Group. These are
used to maximise operational flexibility in terms of managing the assets used in the Group’s operations. The majority of
extension and termination options held are exercisable only by the Group and not by the respective lessor.
(x) Share-based payments
The Group has applied the requirements of IFRS 2 Share-based Payments. The Group has share-based awards that are equity
settled and cash settled as defined by IFRS 2. The fair value of the equity settled awards has been determined at the date of
grant of the award allowing for the effect of any market-based performance conditions. This fair value, adjusted by the Group’s
estimate of the number of awards that will eventually vest as a result of non-market conditions, is expensed uniformly over the
vesting period.
The fair values were calculated using a binomial option pricing model with suitable modifications to allow for employee turnover
after vesting and early exercise. Where necessary, this model is supplemented with a Monte Carlo model. The inputs to the
models include: the share price at date of grant; exercise price; expected volatility; expected dividends; risk-free rate of interest;
and patterns of exercise of the plan participants.
For cash settled awards, a liability is recognised for the goods or service acquired, measured initially at the fair value of the
liability. At each balance sheet date until the liability is settled, and at the date of settlement, the fair value of the liability is
remeasured, with any changes in fair value recognised in the income statement.
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Tullow Oil plc 2021 Annual Report and Accounts
Accounting policies continuedYear ended 31 December 2021 (y) Financial assets
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value
through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction
costs of financial assets carried at FVPL are expensed in profit or loss. The subsequent measurement of financial assets
depends on their classification, as set out overleaf.
i) Financial assets measured at amortised cost
Assets are subsequently classified and measured at amortised cost when the business model of the Company is to collect
contractual cash flows and the contractual terms give rise to cash flows that are solely payments of principal and interest.
These assets are carried at amortised cost using the effective interest method if the time value of money is significant. Gains
and losses are recognised in profit or loss when the assets are derecognised, modified or impaired. This category of financial
assets includes trade and other receivables.
Financial assets measured at amortised cost include trade receivables, loans and other receivables that have fixed or determinable
payments that are not quoted in an active market. Loans and receivables are measured at amortised cost using the effective
interest method, less any impairment. Interest income is recognised by applying the effective interest rate, except for short-term
receivables when the recognition of interest would be immaterial.
ii) Financial asset measured at fair value through other comprehensive income
Assets are subsequently classified and measured at fair value through other comprehensive income when the business model
of the Company is to collect contractual cash flows and sell the financial assets, and the contractual cash flows represent solely
payments of principal and interest.
iii) Financial assets measured at fair value through profit or loss
Financial assets are classified as measured at fair value through profit or loss when the asset does not meet the criteria to be
measured at amortised cost or fair value through other comprehensive income. These assets are carried on the balance sheet
at fair value with gains or losses recognised in the income statement. Derivatives, other than those designated as effective
hedging instruments, are included in this category.
As at 31 December 2021, the Group does not have any financial assets classified at fair value through profit or loss or other
comprehensive income.
Regular way purchases and sales of financial assets are recognised on trade date, being the date on which the Group commits
to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets
have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.
Impairment of trade and joint venture receivables
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss
allowance for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on
shared credit risk characteristics and days past due.
The expected loss rates are based on the payment profiles of sales over the historical period and the corresponding historical
credit losses experienced within this period. These rates are then applied to the gross carrying amount of the receivable to arrive at
the loss allowance for the period. Based on Management assessment the credit loss in trade receivables and joint venture receivable
as at 31 December 2021 would be immaterial; therefore, in line with IFRS 9, no impairment was recognised (2020: $nil).
In order to minimise the risk of default, credit risk is managed on a Group basis (note 18).
(z) Cash and cash equivalents
Cash and cash equivalents comprise cash at bank, demand deposits and other short-term highly liquid investments that are
readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
(aa) Effective interest method
The effective interest method is a method of calculating the amortised cost of a financial asset and of allocating interest income
over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all
fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or
discounts) through the expected life of the financial asset, or, where appropriate, a shorter period.
Income is recognised on an effective interest basis for debt instruments other than those financial assets classified as at FVTPL.
Tullow Oil plc 2021 Annual Report and Accounts
115
FINANCIAL STATEMENTS (ab) Financial liabilities
The measurement of financial liabilities is determined by the initial classification.
i) Financial liabilities at fair value through profit or loss:
Those balances that meet the definition of being held for trading are measured at fair value through profit or loss. Such
liabilities are carried on the balance sheet at fair value with gains or losses recognised in the income statement.
ii) Financial liabilities measured at amortised cost:
All financial liabilities not meeting the criteria of being classified at fair value through profit or loss are classified as financial
liabilities measured at amortised cost. The instruments are initially recognised at its fair value net of transaction costs that are
directly attributable to the issue of financial liability. Subsequent to initial recognition, financial liabilities are measured at
amortised cost using the effective interest method.
Trade payables and borrowings fall under this category of financial instruments.
As at 31 December 2021 all financial liabilities are measured at amortised cost.
The Group derecognises a financial liability when it is extinguished, i.e. when the obligation specified in the contract is
discharged or cancelled or expires. A substantial modification of the terms of an existing financial liability or a part of it is
accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability.
Offsetting of financial instruments:
Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial
position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net
basis, to realise the assets and settle the liabilities simultaneously.
(ac) Equity instruments
Equity instruments are classified according to the substance of the contractual arrangements entered into.
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its
liabilities. Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.
(ad) Insurance proceeds
Insurance proceeds related to lost production under the Business Interruption insurance policy are recorded as other operating
income in the income statement. Proceeds related to compensation for incremental operating costs under the Business Interruption
and Hull and Machinery insurance policies are recorded within the operating costs line of cost of sales. Proceeds related to
compensation for capital costs under insurance policies are recorded within profit and loss with corresponding cost for replacement
asset as additions to property, plant and equipment, except in relation to Jubilee Turret Remediation Project under the Hull and
Machinery insurance policy where no asset is disposed, insurance proceeds are netted off within additions to property, plant and
equipment. Insurance proceeds are recognised at the point when the realisation of income is virtually certain.
(ae) Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation.
Restructuring provisions
Restructuring provisions are recognised only when the Group has a constructive obligation, which is when:
(i)
there is a detailed formal plan that identifies the business or part of the business concerned, the location and number of
employees affected, the detailed estimate of the associated costs, and the timeline; and
(ii) the employees affected have been notified of the plan’s main features.
Onerous contracts
If the Group has a contract that is onerous, the present obligation under the contract is recognised and measured as a provision.
However, before a separate provision for an onerous contract is established, the Group recognises any impairment loss that has
occurred on assets dedicated to that contract.
An onerous contract is a contract under which the unavoidable costs (i.e., the costs that the Group cannot avoid because it
has the contract) of meeting the obligations under the contract exceed the economic benefits expected to be received under it.
The unavoidable costs under a contract reflect the least net cost of exiting from the contract, which is the lower of the cost of
fulfilling it and any compensation or penalties arising from failure to fulfil it. The cost of fulfilling a contract comprises the costs
that relate directly to the contract (i.e., both incremental costs and an allocation of costs directly related to contract activities).
116
Tullow Oil plc 2021 Annual Report and Accounts
Accounting policies continuedYear ended 31 December 2021 (af) Critical accounting judgements
The Group assesses critical accounting judgements annually. The following are the critical judgements, apart from those
involving estimations which are dealt with in policy (ag), that the Directors have made in the process of applying the Group’s
accounting policies and that have the most significant effect on the amounts recognised in the Financial Statements.
Carrying value of intangible exploration and evaluation assets (note 9):
The amounts for intangible exploration and evaluation assets represent active exploration projects. These amounts will be
written off to the income statement as exploration costs unless commercial reserves are established or the determination
process is not completed and there are no indications of impairment in accordance with the Group’s accounting policy. The
process of determining whether there is an indicator for impairment or calculating the impairment requires critical judgement.
The key areas in which Management has applied judgement and estimation are as follows: the Group’s intention to proceed with
a future work programme for a prospect or licence; the likelihood of licence renewal or extension; the assessment of whether
sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the
exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale; and the success of a
well result or geological or geophysical survey.
Details on impact of these key estimates and judgements using sensitivities applied to impairment models can be found in note 9.
The most material area where this judgement was applied during 2021 was in the assessment of the value in use (VIU) of the
Kenyan CGU and assessing the likelihood of recovery of the net book value of the asset. A trigger for potential impairment
reversal was identified following the Group’s increase in long-term oil price assumption and revised development concept
resulting in an increase in the underlying value of the project. Due to the stage of this project being pre-final investment
decision (“FID”) and only having 2C resources booked, the VIU assessment required estimation and judgement in a number of
different aspects including oil prices differentials, uncontracted cost profiles and certain fiscal terms. Furthermore, the Group
has identified the following uncertainties, which require judgement, in respect to the Group’s ability to realise the estimated VIU;
receiving an acceptable offer from a strategic partner, obtaining financing for the project and government deliverables. These
items require satisfactory resolution before the Group can take FID. Due to the binary nature of these uncertainties the Group
was unable to either adjust the cash flows or discount rate appropriately. It has therefore used its judgement and assessed the
probability of achieving FID and therefore the recognition of commercial reserves.
This probability was applied to the VIU to determine a risk adjusted VIU and compared against the net book value of the asset.
Based on this there is no impairment or impairment reversal as at 31 December 2021.Should the uncertainties around the
project are resolved there will be a reversal of previously recognised impairment. However, if the uncertainties are not resolved
there will be an impairment of $255 million.
Lease accounting (note 19):
Discount rate
The Group has assessed the appropriate incremental borrowing rate applicable for each contract. Management has applied the
practical expedient which allows for the adoption of a portfolio approach, where a single discount rate for a portfolio of leases
with similar characteristics can be applied. As the Group has external borrowings with a consortium of lenders, these are
considered the best reference for the incremental borrowing rate for the Group. The weighted average cost of those borrowings
is considered to the Group's 'all in rate', at the lease commencement date if the interest rate implicit in the lease is not readily
determinable. As at 31 December 2021, the Group's incremental borrowing rate was 7.9%.
Determination of the lease term
Management has exercised judgement in respect of the assessment of the lease term of the Maersk Venturer lease contract.
Whilst the Company has options to extend, it does not have Joint Venture Partner approval beyond 30 September 2022, ahead of
which the Company would be required to reassess the market before seeking to obtain Joint Venture approval to extend.
Management is reasonably certain that the contract will not be extended beyond the initial period of 18 months if no approval
is given by the Joint Venture Partners. The current contract terms do not provide for an extension beyond 48 months.
Had Management concluded differently the value of the lease liability would increase.
(ag) Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have
a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year,
are discussed below.
Carrying value of property, plant and equipment (note 10)
Management performs impairment reviews on the Group’s property, plant and equipment assets at least annually with
reference to indicators in IAS 36 Impairment of Assets. Where indicators of impairments or impairment reversals are present
and an impairment or impairment reversal test is required, the calculation of the recoverable amount requires estimation of
future cash flows within complex impairment models.
Tullow Oil plc 2021 Annual Report and Accounts
117
FINANCIAL STATEMENTS (ag) Key sources of estimation uncertainty continued
Carrying value of property, plant and equipment (note 10) continued
Key assumptions and estimates in the impairment models relate to: commodity prices assumptions, pre-tax discount rates, commercial
reserves and the related cost profiles. Proven and probable reserves are estimates of the amount of oil and gas that can be economically
extracted from the Group’s oil and gas assets. The Group estimates its reserves using standard recognised evaluation techniques.
The estimate is reviewed at least annually by Management and by independent consultants. Proven and probable reserves are
determined using estimates of oil and gas in place, recovery factors and future commodity prices, the latter having an impact
on the total amount of remaining recoverable reserves and the proportion of the gross reserves which are attributable to host
governments under the terms of the Production Sharing Contracts. Future development costs are estimated taking into account
the level of development required to produce the reserves by reference to operators, where applicable, and internal engineers.
Net entitlement reserves estimates are subsequently calculated using the current oil price and cost recovery assumptions, in
line with the relevant agreements. Changes in reserves as a result of factors such as production cost, recovery rates, grade of
reserves or oil and gas prices could impact the depletion rates, carrying value of assets (refer to the Commercial Reserves and
Contingent Resources Summary on page 164.
The estimation applied by Management to the exploration risk premium adjustment to its impairment discount rates, estimated
future commodity prices and forecast cash flows on the TEN asset would have the most material impact on the 2021 Financial
Statements should Management have concluded differently.
Details on the impact of these key estimates and judgements using sensitivity applied to impairment models can be found in note 10.
Decommissioning costs (note 20):
There is uncertainty around the cost of decommissioning as cost estimates can vary in response to many factors, including from
changes to market rates for goods and services, to the relevant legal requirements, the emergence of new technology or experience
at other assets. The expected timing, work scope, amount of expenditure and risk weighting may also change. Therefore significant
estimates and assumptions are made in determining the provision for decommissioning. The estimated decommissioning costs
are reviewed at lease annually by Management and is annually reviewed by independent consultants for operated fields and the
results of this review are then assessed alongside estimates from operators. Provision for environmental clean-up and
remediation costs is based on current legal and contractual requirements, technology and price levels.
Provisions (note 20):
Due to the historical reduction in work programmes the Group identified a number of onerous service contracts in prior years
and has a number of ongoing contractual disputes. Management has estimated the value of any future economic outflows
associated with these contracts including, where relevant, assessment based on external legal and expert advice and prior
experience of such claims.
If Management had concluded differently regarding the estimated value of any future economic outflows associated with these
contracts the provision and income statement expense recorded would increase/decrease, respectively. Details on the
magnitude of the potential increase can be found within the contingent liability disclosure in note 24.
Uncertain tax treatments
The Group is subject to various material claims which arise in the ordinary course of its business in various jurisdictions,
including cost recovery claims, claims from other regulatory bodies and both corporate income tax and indirect tax claims.
The Group is in formal dispute proceedings regarding a number of these tax claims with significant updates described in more
detail below. The resolution of tax positions, through negotiation with the relevant tax authorities or litigation, can take several
years to complete. In assessing whether these claims should be provided for in the Financial Statements, Management has
considered them in the context of the applicable laws and relevant contracts for the countries concerned. Management has
applied judgement in assessing the likely outcome of the claims and has estimated the financial impact based on external tax
and legal advice and prior experience of such claims.
Due to the uncertainty of such tax items, it is possible that on conclusion of an open tax matter at a future date the outcome may
differ significantly from Management’s estimate. If the Group was unsuccessful in defending itself from all of these claims, the
result would be additional liabilities of $1,025.5 million (2020: $1,070.2 million) which includes $33.6 million of interest and
penalties (2020: $61.2 million).
Provisions of $127.9 million (2020: $129.3 million) are included in income tax payable $34.1 million (2020: $30.4 million), deferred
tax liability $41.0 million (2020: nil), provisions $52.8 million (2020: $52.4 million) and accruals $nil (2020: $46.4 million). Where
these matters relate to expenditure which is capitalised within E&E and PP&E, any difference between the amounts accrued
and the amounts settled is capitalised within the relevant asset balance, subject to applicable impairment indicators. Where
these matters relate to producing activities or historical issues, any differences between the accrued and settled amounts are
taken to the Group income statement.
The provisions and contingent liabilities relating to these disputes have increased following new claims being initiated and
extrapolation of exposures to all open years, but have decreased following the conclusion of tax authority challenges and matters
lapsing under statutes of limitation, giving rise to an overall decrease in provision of $1.4 million and decrease in contingent
liability of $44.7 million.
118
Tullow Oil plc 2021 Annual Report and Accounts
Accounting policies continuedYear ended 31 December 2021 (ag) Key sources of estimation uncertainty continued
Ghana tax assessments
In August 2018, Tullow Ghana Limited (TGL) received a direct tax assessment from the Ghana Revenue Authority (GRA) for
financial years 2014 to 2016. After discussions, a final assessment was issued in December 2019 for $406 million requesting
that $398 million be paid by 13 January 2020. The GRA is seeking to apply branch profits remittance tax under a law which the
Group considers is not applicable to TGL, since it falls outside the tax regime set out in TGL’s Petroleum Agreement and relevant
double tax treaties. The GRA has additionally assessed TGL for unpaid withholding taxes and corporate income tax arising from
the disallowance of loan interest. The Group considers that these assessments also breach TGL’s rights under its Petroleum
Agreement, applicable Ghanaian law and double taxation treaties, and, in some cases, have arisen as the result of errors in the
GRA’s calculations. In January 2020, TGL issued a Notice of Dispute with the Ministry of Energy (MoE), disputing the issues and
suspending TGL’s obligation to pay any taxes until the disputed issues have been resolved. In April 2020, the GRA issued a
Demand Notice for $365 million ($337 million branch profits remittance tax and withholding tax, and $28 million corporate
income tax) which was put on hold by the MoE. In September 2021 TGL received a revised final tax audit report for $471 million
($320 million branch profits remittance tax, $5 million withholding tax and $146 million corporate income tax). In October 2021
TGL filed a Request for Arbitration with the International Chamber of Commerce disputing the $320 million branch profits
remittance tax assessment and an additional Notice of Dispute objecting against the disallowance of certain expenditure in the
revised tax audit report. In December 2021, TGL paid $3 million on account in respect of a revised withholding tax assessment
of $3 million. TGL received a revised corporate income tax computation in February 2022 assessing a tax liability of $121 mi but
has yet to receive a Revised Assessment or Demand Notice based on this. If the latest position put forward by GRA is finalised in
a Revised Assessment, this would result in assessments totalling $441 million including branch profits remittance tax.
The Group disputes the assessments issued to date and the tax liability arising from the February 2022 tax calculation, and is
engaging with the GRA to seek settlement of the issues raised (excluding branch profits remittance tax) on a mutually
acceptable basis outside of the ongoing dispute process.
Bangladesh litigation
The National Board of Revenue (NBR) is seeking to disallow $118 million of tax relief in respect of development costs incurred
by Tullow Bangladesh Limited (TBL). In 2013, the High Court found in favour of Tullow such that the tax relief should be reinstated.
However, in March 2017, the NBR won its appeal to the Supreme Court, which was not clear as to the position or liability of TBL.
A review application against this judgment was filed in April 2018. The hearing took place in November 2019 and TBL was
unsuccessful. The NBR subsequently issued a payment demand to TBL in February 2020 for Taka 3,094 million (c.$37 million)
requesting payment by 15 March 2020. However, under the Production Sharing Contract (PSC), the Government is required to
indemnify TBL against all taxes levied by any public authority, and the share of production paid to Petrobangla (PB), Bangladesh’s
national oil company, is deemed to include all taxes due which PB is then obliged to pay to the NBR. TBL sent the payment
demand to PB and the Government requesting the payment or discharge of the payment demand under their respective PSC
indemnities. TBL secured an extension of the payment deadline to 15 June 2021 from the NBR to allow discussions with PB and
the Government to take place. Such discussions have been delayed several times due to the COVID pandemic. On 14 June 2021
TBL issued a formal notice of dispute under the PSC to the Government and PB. A further request for payment was received
from NBR on 28 October 2021 demanding settlement by 15 November 2021. Arbitration proceedings were initiated under the
PSC on 29 December 2021 and to date, no further enforcement action has been undertaken or threatened by NBR.
Kenya tax assessments
In March 2019, Tullow Kenya BV (TKBV) received a VAT assessment for $11.7 million from the Kenya Revenue Authority (KRA) in
relation to consideration charged for the Block 12A farm-down. The Group considered that VAT was not applicable since TKBV
was not VAT registered at the time of the disposal and the transaction was in relation to the sale of a capital asset or part of a
business. The KRA sought to apply VAT on the basis that the transaction was a disposal of trading stock and therefore the
exemption to register for VAT did not apply. The matter was heard by the Tax Appeals Tribunal (TAT) and TKBV received a
favourable judgment on 30 April 2021 which set aside the VAT assessment in its entirety. The KRA subsequently appealed the
decision of the TAT to the High Court, but they withdrew that appeal on 19 July 2021. This matter can now be treated as closed.
Uganda Joint Venture Partner tax assessments
TOTAL E&P Uganda B.V. and CNOOC Uganda Limited have reached a settlement with the Uganda Revenue Authority on all
existing and potential tax litigation and/or assessments for the period up to June 2015 for PAYE, VAT and WHT.
Other items
Other items totalling $547.5 million (2020: 745 million) comprise exposures in respect of claims for corporation tax in respect of
disallowed expenditure or withholding taxes that are either currently under discussion with the tax authorities or which arise in
respect of known issues for periods not yet under audit.
Timing of cash flows
While it is not possible to estimate the timing of tax cash flows in relation to possible outcomes with certainty, Management
anticipate that there will not be material cash taxes paid in excess of the amounts provided for uncertain tax positions in the
next 12 months. While it is not possible to estimate the timing of tax cash flows in relation to possible outcomes with certainty,
Management anticipate that there will not be material cash taxes paid in excess of the amounts provided for uncertain tax
treatments in the next 12 months.
Tullow Oil plc 2021 Annual Report and Accounts
119
FINANCIAL STATEMENTS Notes to the Group Financial Statements
Year ended 31 December 2021
Note 1. Segmental reporting
The information reported to the Group’s Chief Executive Officer for the purposes of resource allocation and assessment of
segment performance is focused on four Business Units – Ghana, Non-operated producing assets including Uganda and
decommissioning assets, Kenya and Exploration. Therefore, the Group’s reportable segments under IFRS 8 are Ghana,
Non-operated, Kenya and Exploration.
The following tables present revenue, loss and certain asset and liability information regarding the Group’s reportable business
segments for the years ended 31 December 2021 and 31 December 2020.
Ghana
$m
Non-Operated
$m
Kenya
$m
Exploration
$m
Corporate
$m
Total
$m
2021
Sales revenue by origin
Segment result1
Other Provisions²
Gain on disposal
Unallocated corporate expenses3
Operating profit
Finance revenue
Finance costs
Profit before tax
Income tax expense
Loss after tax
Total assets
Total liabilities⁴
910.6
362.6
360.0
243.4
–
–
6.6
–
(13.2)
–
–
1,273.2
(70.5)
–
(12.8)
(52.1)
520.1
(58.7)
120.3
(67.2)
514.5
44.3
(356.1)
202.7
(283.4)
(80.7)
4,318.9
495.8
270.6
144.3
311.0
5,540.6
(2,497.3)
(467.7)
(24.0)
(36.8)
(2,980.9)
(6,006.7)
Other segment information
Capital expenditure:
Property, plant and equipment
Intangible exploration and evaluation assets⁵
Depletion, depreciation and amortisation
Impairment of property, plant and equipment, net
Exploration costs written off⁵
99.6
1.2
(334.5)
(119.1)
(1.2)
43.9
(11.8)
(28.8)
64.8
11.8
–
8.2
(1.4)
–
–
–
48.8
(0.1)
–
(70.5)
4.6
–
(14.1)
–
–
148.1
46.3
(378.9)
(54.3)
(59.9)
1. Segment result is a non-IFRS measure which includes gross profit, exploration costs written off and impairment of property, plant and equipment.
See reconciliation below.
2. This is included within the Restructuring costs and other provisions in the Group Income Statement.
3. Unallocated expenditure and net liabilities include amounts of a corporate nature and not specifically attributable to a geographic area.
4. Total liabilities – Corporate comprise of the Group’s external debt and other non-attributable liabilities.
5. Non-operated segment includes release of $15.3 million indirect tax provision following settlement
Reconciliation of segment result
Segment result
Add back:
Exploration costs written off
Impairment of property, plant and equipment
Gross profit
120
Tullow Oil plc 2021 Annual Report and Accounts
2021
$m
2020
$m
520.1
(834.8)
59.9
54.3
634.3
986.7
250.6
402.5
Note 1. Segmental reporting continued
All sales are made to external customers. Included in revenue arising from Ghana and Non-Operated segments are revenues of
approximately $329.6 million, $256.9 million, $151.1 million and $145.2 million relating to the Group’s customers who each contribute
more than 10% of total sales revenue (2020: $246.6 million, $229.7 million, $131.4 million and $75.5 million). As the sales of oil and
gas are made on global markets and are highly liquid, the Group does not place reliance on the largest customers mentioned above.
Payment terms are typically 30 days from the bill of lading.
2020
Sales revenue by origin
Segment result
Loss on disposal
Unallocated corporate expenses2
Operating loss
Loss on hedging instruments
Finance revenue
Finance costs
Loss before tax
Income tax credit
Loss after tax
Total assets
Total liabilities
Ghana
$m
Non-Operated
$m
Kenya
$m
Exploration
$m
Corporate
$m
Total
$m
963.5
124.9
432.6
–
–
–
1,396.1
(410.2)
(430.0)
(104.3)
(15.2)
(834.8)
(3.4)
(179.5)
(1,017.7)
(0.8)
59.4
(314.3)
(1,273.4)
51.9
(1,221.5)
4,859.3
656.3
300.5
181.8
559.3
6,557.2
(2,696.7)
(688.4)
(34.1)
(44.2)
(3,303.8)
(6,767.2)
Other segment information
Capital expenditure:
Property, plant and equipment
Intangible exploration and evaluation assets
Depletion, depreciation and amortisation
Impairment of property, plant and equipment, net
Exploration costs written off
94.6
0.9
(390.1)
(149.1)
(0.8)
127.1
68.5
(60.7)
(100.5)
(452.0)
Sales revenue and non-current assets by origin
Ghana
Total Ghana
Kenya
Total Kenya
Argentina
Côte d’Ivoire
Guyana
Suriname
Peru
Total Exploration
Gabon
Côte d’Ivoire
Equatorial Guinea¹
Total Non-Operated
Corporate
Total
0.6
9.5
(1.5)
–
(430.0)
Sales
revenue
2021
$m
910.7
910.7
0.2
91.8
–
(0.4)
(103.9)
7.2
–
(14.8)
(0.6)
–
229.7
170.7
(467.1)
(250.6)
(986.7)
Sales
revenue
2020
$m
Non-current
assets
2021
$m
Non-current
assets
2020
$m
963.5
963.5
3,131.3
3,584.6
3,131.3
3,584.6
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
273.0
36.7
52.8
362.5
–
274.5
41.3
116.8
432.6
–
261.7
261.7
30.4
–
69.1
–
–
99.5
148.7
81.4
–
230.1
35.6
251.8
251.8
21.2
2.7
61.4
35.6
0.3
121.2
68.8
81.5
–
150.3
45.6
1,273.2
1,396.1
3,758.3
4,153.5
1. $76.0 million of non-current assets was transferred to Assets Held for Sale in December 2020. The disposal of Equatorial Guinea was completed in March 2021
(refer to note 8).
Non-current assets exclude derivative financial instruments and deferred tax assets.
Tullow Oil plc 2021 Annual Report and Accounts
121
FINANCIAL STATEMENTS
Note 2. Total revenue
Revenue from contracts with customers
Revenue from crude oil sales
Total revenue from contracts with customers
(Loss)/gain on realisation of cash flow hedges
Total revenue
Finance income has been presented as part of net financing costs (refer to note 5).
Note 3. Staff costs
The average annual number of employees employed by the Group worldwide was:
Administration
Technical
Total
Staff costs in respect of those employees were as follows:
Salaries
Social security costs
Pension costs
Redundancy costs
2021
$m
2020
$m
1,426.2
1,426.2
(153.0)
1,177.4
1,177.4
218.7
1,273.2
1,396.1
2021
Number
2020
Number
192
186
378
2021
$m
64.3
10.4
5.2
3.1
83.0
383
347
730
2020
$m
112.1
13.1
9.5
64.1
198.8
Average staff costs decreased compared to prior year due to the organisational restructuring which took place throughout 2020
which resulted in reduced average headcount and staff cost. A proportion of the Group’s staff costs shown above is recharged
to the Group’s Joint Venture Partners, a proportion is allocated to operating costs and a proportion is capitalised into the cost of
fixed assets under the Group’s accounting policy for exploration, evaluation and production assets with the remainder classified
as an administrative overhead cost in the income statement. The net staff costs recognised in the income statement were
$23.8 million (2020: $89.4 million).
The Group operates defined contribution pension schemes for staff and Executive Directors. The contributions are payable
to external funds which are administered by independent trustees. Contributions during the year amounted to $5.2 million
(2020: $9.5 million).
Details of Directors’ remuneration, Directors’ transactions and Directors’ interests are set out in the part of the Directors’
Remuneration Report described as having been audited, which forms part of these Financial Statements.
122
Tullow Oil plc 2021 Annual Report and Accounts
Notes to the Group Financial Statements continuedYear ended 31 December 2021
Note 4. Other costs
Operating profit is stated after charging/(deducting):
Operating costs
Depletion and amortisation of oil and gas and leased assets1
Underlift, overlift and oil stock movements
Share-based payment charge included in cost of sales
Other cost of sales
Total cost of sales
Share-based payment charge included in administrative expenses
Depreciation of other fixed assets1
Other administrative costs
Total administrative expenses
Total restructuring costs and other provisions2
Fees payable to the Company’s auditor for:
The audit of the Company’s annual accounts
The audit of the Company’s subsidiaries pursuant to legislation
Total audit services
Non-audit services:
Audit-related assurance services – half-year review
Corporate finance services
Other services
Total non-audit services
Total
Notes
2021
$m
2020
$m
10
23
23
10
268.7
360.9
(20.0)
0.5
28.8
638.9
11.1
18.0
35.0
64.1
61.8
1.6
0.8
2.4
0.5
0.4
0.1
1.0
3.6
331.7
446.4
160.5
0.9
54.1
993.6
20.0
20.7
46.0
86.7
92.8
1.8
0.5
2.3
0.4
0.5
–
0.9
3.2
1. Depreciation expense on leased assets of $60.6 million as per note 10 includes a charge of $4.6 million on leased administrative assets, which is presented within
administrative expenses in the income statement. The remaining balance of $56.0 million relates to other leased assets and is included within cost of sales.
2. This includes restructuring and redundancy costs of $3.1 million (2020: $67.8 million) as well as movements in other provisions of $58.7 million (2020: $25.0 million).
Fees payable to Ernst & Young LLP and its associates for non-audit services to the Company are not required to be disclosed
because the consolidated Financial Statements are required to disclose such fees on a consolidated basis.
Corporate finance services in relation to Class 1 Disposal. Non-audit services were 42% of audit services during the year.
Other services provided during the year related to assurance over cost allocation.
Details of the Company’s policy on the use of the auditor for non-audit services, the reasons why the auditor was used rather
than another supplier and how the auditor’s independence and objectivity are safeguarded are set out in the Audit Committee
Report on pages 61 to 66. No services were provided pursuant to contingent fee arrangements.
Note 5. Net financing costs
Interest on bank overdrafts and borrowings
Interest on obligations under leases
Total borrowing costs
Finance and arrangement fees
Other interest expense
Unwinding of discount on decommissioning provisions
Total finance costs
Interest income on amounts due from Joint Venture Partners for leases
Other finance income
Total finance income
Net financing costs
Notes
20
2021
$m
243.0
83.4
326.4
19.1
3.0
7.6
356.1
(38.8)
(5.5)
(44.3)
2020
$m
205.8
91.0
296.8
0.8
3.6
13.1
314.3
(40.6)
(18.8)
(59.4)
311.8
254.9
Tullow Oil plc 2021 Annual Report and Accounts
123
FINANCIAL STATEMENTS
Note 6. Taxation on loss on continuing activities
Factors affecting expense/(credit) for the year
Current tax on profits for the year
UK corporation tax
Foreign tax
Adjustments in respect of prior periods
Total corporate tax
UK petroleum revenue tax
Total current tax
Deferred tax
Origination and reversal of temporary differences
UK corporation tax
Foreign tax
Adjustments in respect of prior periods
Total deferred corporate tax
Deferred UK petroleum revenue tax
Total deferred tax
Total income tax expense/(credit)
Notes
2021
$m
2020
$m
(19.2)
162.2
(3.3)
139.7
(1.2)
138.5
18.1
80.3
43.8
142.2
2.7
144.9
283.4
(24.7)
81.1
(25.6)
30.8
(3.4)
27.4
19.8
(85.3)
(11.7)
(77.2)
(2.1)
(79.3)
(51.9)
21
Factors affecting tax expense/(credit) for the year
The tax rate applied to profit on continuing activities in preparing the reconciliation below is the UK corporation tax rate
applicable to the Group’s non-upstream UK profits. The difference between the total income tax expense/(credit) shown above
and the amount calculated by applying the standard rate of UK corporation tax applicable to UK profits of 19% (2020: 19%) to
the profit /(loss) before tax is as follows:
Profit/(loss) from continuing activities before tax
Tax on loss from continuing activities at the standard UK corporation tax rate of 19% (2020: 19%)
Effects of:
Non-deductible exploration expenditurea
Other non-deductible expenses
Tax impact of change in discount rate on decommissioning provision
Deferred tax asset not recognisedb
Derecognition of deferred tax previously recognised
Utilisation of tax losses not previously recognised
Adjustment relating to prior yearsc
Other tax rates applicable outside the UK
PSC (income)/expense not subject to corporation tax
Other income not subject to corporation tax
Total income tax expense/(credit) for the year
a.
b.
c.
Includes recurring explorations costs written off where there is no deferred tax impact.
Includes hedging losses and interest expense.
Includes movements in provisions in respect of uncertain tax treatments.
2021
$m
2020
$m
202.7
(1,273.4)
38.5
(241.9)
8.5
13.3
–
94.4
–
(0.1)
40.4
124.2
(15.8)
(20.0)
283.4
184.4
46.5
(2.1)
31.0
0.7
(8.4)
(37.4)
(43.4)
18.9
(0.2)
(51.9)
124
Tullow Oil plc 2021 Annual Report and Accounts
Notes to the Group Financial Statements continuedYear ended 31 December 2021
Note 6. Taxation on loss on continuing activities continued
Factors affecting tax credit for the year continued
The Finance Act 2020 sets the Corporation Tax main rate at 19% for the financial year beginning 1 April 2021. The Finance Act
2021 sets the Corporation Tax main rate at 19% for the financial year beginning 1 April 2022 and at 25% for the financial year
beginning 1 April 2023. These changes were enacted on 10 June 2021 and hence the effect of the change on the deferred tax
balances has been included, depending upon when deferred tax is expected to reverse.
The Group’s profit before taxation will continue to arise in jurisdictions where the effective rate of taxation differs from that in the
UK, such as Ghana (35%), Gabon (50%) and Equatorial Guinea (35%). Furthermore, unsuccessful exploration expenditure is often
incurred in jurisdictions where the Group has no taxable profits, such that no related tax benefit arises. Accordingly, the Group’s
tax charge will continue to vary according to the jurisdictions in which pre-tax profits and exploration costs written off arise.
The Group has tax losses of $5,400.0 million (2020: $4,895.4 million) that are available for offset against future taxable profits in
the companies in which the losses arose. Deferred tax assets have not been recognised in respect of losses of $4,749.7 million
(2020: $3,919.0 million) as it is not sufficiently probable that there will be future taxable profits against which these losses can
be utilised. The tax losses can be carried forward indefinitely.
The Group has recognised deferred tax assets of $222.0 million (2020: $335.7 million) in relation to tax losses only to the extent
of anticipated future taxable income or gains in relevant jurisdictions. The Group has suffered these losses in either the current
or preceding period in the tax jurisdiction to which the deferred tax asset relates. The tax losses can be carried forward indefinitely.
There are no temporary differences relating to unremitted earnings of overseas subsidiaries as the Group is able to control the
timing of the reversal of these temporary differences and it is probable that they will not reverse in the foreseeable future.
Tax relating to components of other comprehensive income
During 2021 $2.8 million (2020: $2.8 million tax expense) of tax credit has been recognised through other comprehensive income.
Current tax assets
As at 31 December 2021, current tax assets were $19.7 million (2020: $36.4 million) which relates to the UK.
Note 7. Loss per ordinary share
Basic losss per ordinary share amounts are calculated by dividing net loss for the year attributable to ordinary equity holders
of the Parent by the weighted average number of ordinary shares outstanding during the year.
Diluted loss per ordinary share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders
of the Parent by the weighted average number of ordinary shares outstanding during the year plus the weighted average
number of dilutive ordinary shares that would be issued if employee and other share options or the convertible bonds were
converted into ordinary shares.
The adjustment in respect of convertible bonds and share options had an anti-dilutive impact on earnings and was thus not
considered in determining diluted underlying EPS for the years ended 31 December 2021 and 2020.
Loss for the year
Net loss attributable to equity shareholders
Effect of dilutive potential ordinary shares
Diluted net loss attributable to equity shareholders
Number of shares
Basic weighted average number of shares
Dilutive potential ordinary shares
Diluted weighted average number of shares
2021
$m
(80.7)
–
(80.7)
2021
Number
2020
$m
(1,221.5)
–
(1,221.5)
2020
Number
1,418,378,706 1,410,629,325
45,708,796
67,539,005
1,464,087,502 1,478,168,330
Tullow Oil plc 2021 Annual Report and Accounts
125
FINANCIAL STATEMENTS
Note 8. Asset disposals
On 31 March 2021, the Group completed the sale of its assets in Equatorial Guinea with a cash consideration received of
$88.9 million. This transaction included contingent future payments of up to $16.0 million which are linked to asset performance
and oil price. As per the SPA, a further $5.0 million of additional consideration was also received on completion of Dussafu
Marin Permit in Gabon.
On 9 June 2021, the Group completed the asset sale of Dussafu Marin Permit in Gabon with a cash consideration received of
$39.0 million. This transaction included contingent future payments of up to $24.0 million which are linked to asset performance
and oil price.
Given Tullow no longer holds interest in the above assets, based on publicly available information the Company has assessed
that the asset performance condition is not met. Accordingly, no contingent consideration has been recognised as of
31 December 2021.
Book value of assets disposed
Property, plant and equipment
Inventories
Other current assets
Total assets disposed
Trade and other payables
Provisions
Current tax liabilities
Deferred tax liabilities
Total liabilities disposed
Net (liabilities)/assets disposed
Cash consideration
Transaction costs
Gain on disposals1
Equatorial
Guinea
$m
72.9
6.9
68.5
148.3
(36.1)
(118.2)
(13.6)
(17.8)
(185.7)
(37.4)
93.8
(11.0)
120.2
Dussafu
$m
52.0
3.2
1.7
56.9
2021
$m
124.9
10.1
70.2
205.2
(18.5)
(54.6)
(4.7)
–
–
(122.9)
(13.6)
(17.8)
(23.2)
(208.9)
33.7
39.0
(0.3)
5.0
(3.7)
132.8
(11.3)
125.2
1.
In addition to $125.2 million gain on disposals recognised following the Equatorial Guinea and Dussafu disposals, the Group recognised a loss of $5.1 million
relating to its sale of Dutch assets to Hague and London Oil plc (HALO) in 2017 in relation to contingent consideration being settled at below the amount
estimated and recognised in the balance sheet, and a gain of $0.2 million relating to other transactions during the period which resulted in an overall gain
of $120.3 million.
Uganda
During 2020, the Group completed the disposal of its interest in Uganda for upfront cash consideration of $500.0 million, with
$75.0 million due on FID and contingent future payments linked to oil prices. On completion, $514.3 million was received in
cash, representing the upfront consideration plus $14.3 million of completion adjustments. The $75.0 million (net of $7 million
indemnity provision relating to tax audits) payment due on FID has been recorded as a current receivable and was received on
16 February 2022. After deducting transaction costs paid in 2020, net cash proceeds on disposal was $513.4 million.
Book value of assets disposed
Intangible exploration and evaluation assets
Trade receivables
Other current assets
Total assets disposed
Trade and other payables
Net assets disposed
Note 9. Intangible exploration and evaluation assets
At 1 January
Additions
Amounts written off
Net transfer to assets held for sale
Currency translation adjustments
At 31 December
126
Tullow Oil plc 2021 Annual Report and Accounts
$m
580.4
0.3
2.8
583.5
(0.9)
582.6
2020
$m
1,764.4
170.7
(986.7)
(580.4)
0.2
368.2
Notes
2021
$m
368.2
46.3
(59.9)
–
–
354.6
Notes to the Group Financial Statements continuedYear ended 31 December 2021
Note 9. Intangible exploration and evaluation assets continued
The below table provides a summary of the exploration costs written off on a pre tax basis by country.
Country
Suriname
Uganda
Gabon
Peru
Côte d’Ivoire
Other
Total write-off
CGU
Blocks 47 and 62
Exploration areas 1,1A, 2 and 3A
Tchatamba
Licences Z67 and Z68
Block 520
Various
a. Current year expenditure on assets previously written off.
b. Licence relinquishments, expiry, planned exit or reduced activity.
c. Release of indirect tax provision following settlement.
d. Unsuccessful well costs written off.
Rationale for
2021
write-off
2021
write-off
$m
2021
Remaining
recoverable
amount
$m
b,d
c
d
b
b
a
58.9
(15.3)
2.2
1.8
6.6
5.7
59.9
–
–
–
–
–
–
–
In Kenya, the Group had received a 15 month licence extension from September 2020 to December 2021 which was contingent
on certain conditions, including submission of a technically and commercially compliant Field Development Plan (FDP). On
10 December 2021 Tullow and its Joint Venture Partners submitted an FDP to the Government of Kenya and fulfilled its licence
obligations. The Group expects a production licence to be granted once due Government process has been completed. In line
with its accounting policy, the Group has performed a VIU assessment of Kenya asset following identification of triggers for
impairment reversal. This resulted in an NPV significantly in excess of the book value of $255.2 million. However, the Group has
identified the following uncertainties in respect to the Group’s ability to realise the estimated VIU; receiving and subsequently
finalising an acceptable offer from a strategic partner and securing governmental approvals relating thereto, obtaining financing
for the project and government deliverables. These items require satisfactory resolution before the Group can take FID. Due to
the binary nature of these uncertainties the Group was unable to either adjust the cash flows or discount rate appropriately.
It has therefore used its judgement and assessed a probability of achieving FID and therefore the recognition of commercial
reserves. This probability was applied to the VIU to determine a risk adjusted VIU and compared against the net book value of
the asset. Based on this there is no impairment or impairment reversal as at 31 December 2021. Should the uncertainties
around the project be resolved there will be a reversal of previously recorded impairment. However, if the uncertainties are not
resolved there will be an impairment of $255 million. Refer to Note 26 for Net Zero Emission scenarios.
Country
Kenya
Uganda
Comoros
Guyana
Peru
Côte d’Ivoire
Other
Total write-off
CGU
Blocks 10BB and 13T
Exploration areas 1,1A, 2 and 3A
Blocks 35, 36 and 37
Kanuku
Licence Z38
Blocks 301, 302, 518, 519, 521, 522 and 524
Various
Rationale for
2020
write-off
2020
write-off
$m
2020
Remaining
recoverable
amount
$m
e
f
b
a
b,d
b
a,c
430.0
451.4
12.4
9.2
41.2
14.3
28.2
986.7
247.0
–
–
42.2
–
–
–
289.2
a. Current year expenditure on assets previously written off.
b. Licence relinquishments, expiry, planned exit or reduced activity.
c. Pre-licence exploration expenditure is written off as incurred.
d. Unsuccessful well costs written off.
e. Following VIU assessment as a result of reduction in long-term oil price assumption, using a pre-tax discount rate of 18%.
f. Written down to the value of the transaction consideration. (refer to note 8 for further detail).
Tullow Oil plc 2021 Annual Report and Accounts
127
FINANCIAL STATEMENTS
Note 9. Intangible exploration and evaluation assets continued
Oil prices stated in note 10 are benchmark prices to which an individual field price differential is applied. Exploration write-offs
for the Kenya development area assessments are prepared on a value-in-use basis using discounted future cash flows based on
2C resource profiles. A reduction or increase in the long-term price assumptions of $5/bbl, based on the range of annualised
average historical prices, are considered to be reasonably possible changes for the purposes of sensitivity analysis. Decreases
to oil prices would increase the exploration write-off charge by $72.3 million, whilst increases to oil prices specified above would
result in a credit to the exploration write-offs of $65.9 million. A 1% increase in the 18% pre-tax discount rate would increase the
exploration write-off by $63.7 million. The Group believes a 1% change in the pre-tax discount rate to be a reasonable possibility
based on historical analysis of the Group’s and a peer group of companies’ discount rates.
Note 10. Property, plant and equipment
2021
Oil and gas
assets
$m
2021
Other fixed
assets
$m
2021
Right of use
assets
$m
Notes
2021
Total
$m
2020
Oil and gas
assets
$m
2020
Other fixed
assets
$m
2020
Right of use
assets
$m
2020
Total
$m
Cost
At 1 January
Additions
Disposals
Transfer to assets held
for sale
Currency translation
adjustments
1
15
10,460.2
73.0
–
69.6
1.6
(1.4)
1,018.6
73.5
–
11,548.4
148.1
(1.4)
11,279.6
203.6
(11.0)
190.6
9.6
(125.6)
1,038.5
16.5
(17.6)
12,508.7
229.7
(154.2)
–
–
–
–
(1,050.9)
–
(19.5)
(1,070.4)
At 31 December
10,521.7
69.5
1,091.7
11,682.9
10,460.2
(11.5)
(0.3)
(0.4)
(12.2)
38.9
(5.0)
69.6
0.7
34.6
1,018.6
11,548.4
Depreciation,
depletion,
amortisation and
impairment
At 1 January
Charge for the year
Impairment loss
Capitalised
depreciation
Disposal
Transfer to assets held
for sale
Currency translation
adjustments
At 31 December
Net book value at
31 December
4
15
(7,915.9)
(304.9)
(54.3)
(42.3)
(13.4)
–
(352.3)
(60.6)
–
(8,310.5)
(378.9)
(54.3)
(8,194.6)
(382.3)
(250.0)
–
–
–
11.4
–
1.4
–
0.5
(38.0)
–
(38.0)
1.4
–
10.9
–
0.1
–
938.2
12.0
(38.1)
(157.7)
(12.4)
(0.6)
–
122.8
–
5.6
(264.7)
(72.4)
–
(23.8)
7.1
(8,617.0)
(467.1)
(250.6)
(23.8)
140.8
1.6
939.8
(0.1)
(32.6)
(8,263.7)
(53.8)
(450.8)
(8,768.3)
(7,915.9)
(42.3)
(352.3)
(8,310.5)
2,258.0
15.7
640.9
2,914.6
2,544.3
27.3
666.3
3,237.9
The currency translation adjustments arose due to the movement against the Group’s presentational currency, USD, of the
Group’s UK assets, which have a functional currency of GBP.
During 2021 and 2020 the Group applied the following nominal oil price assumptions for impairment assessments:
2021
2020
Year 1
$76/bbl
$45/bbl
Year 2
$71/bbl
$50/bbl
Year 3
$68/bbl
$55/bbl
Year 4
Year 5
Year 6 onwards
$65/bbl
$60/bbl
$65/bbl
$65/bbl inflated at 2%
$60/bbl
$60/bbl inflated at 2%
128
Tullow Oil plc 2021 Annual Report and Accounts
Notes to the Group Financial Statements continuedYear ended 31 December 2021
Note 10. Property, plant and equipment continued
Limande and Turnix CGU (Gabon)
Ezanga (Gabon)
Oba and Middle Oba CGU (Gabon)
Espoir (Côte d’Ivoire)
TEN (Ghana)
Mauritania
UK CGU
Impairment
Trigger for
2021
impairment/
(reversal)
2021
Impairment/
(reversal)
$m
Pre-tax
discount rate
assumption
a,c
a,c
a,c
a,c
a,b,c
b
b,d
(40.8)
(17.0)
(3.2)
(8.7)
119.1
2.1
2.8
54.3
13%
15%
15%
10%
10%
n/a
n/a
2021
Remaining
recoverable
amounte
$m
50.8
22.4
10.5
81.4
1,171.4
–
–
a.
Increase to short, medium and long-term oil price assumptions.
b. Change to decommissioning estimate.
c. Revision of value based on revisions to reserves.
d. The fields in the UK are grouped into one CGU as all fields within those countries share critical gas infrastructure.
e. The remaining recoverable amount of the asset is its value in use.
Impairments identified in the TEN fields of $119.1 million were primarily due to lower TEN 2P reserves and higher capital
expenditure partially offset by price and lower decommissioning costs. This is offset by impairment reversals mainly in Gabon
of $61.1 million and Espoir of $8.7 million as a result of higher oil prices and higher 2P reserves.
Oil prices stated above are benchmark prices to which an individual field price differential is applied. All impairment
assessments are prepared on a VIU basis using discounted future cash flows based on 2P reserves profiles. A reduction or
increase in the two-year forward curve of $5/bbl, based on the approximate range of annualized average oil price over recent
history, and a reduction or increase in the medium and long-term price assumptions of $5/bbl, based on the range of annualised
average historical prices, are considered to be reasonably possible changes for the purposes of sensitivity analysis. Decreases
to oil prices specified above would increase the impairment charge by $157.7 million for Ghana and reduce the impairment
reversal by $12.4 million for Non-Operated, whilst increases to oil prices specified above would result in a credit to the impairment
charge of $157.7 million for Ghana and increase the impairment reversal by $1.3 million for Non-Operated. A 1% increase in
the pre-tax discount rate would increase the impairment by $40.7 million for Ghana and reduce the impairment reversal by
$3.3 million for Non-Operated. The Group believes a 1% change in the pre-tax discount rate to be a reasonable possibility based
on historical analysis of the Group’s and a peer group of companies’ impairment.
For Net Zero Emissions sensitivities refer to Note 26.
Limande and Turnix CGU (Gabon)
Ezanga (Gabon)
Oba and Middle Oba CGU (Gabon)
Ruche (Gabon)
Mauritania
Espoir (Côte d’Ivoire)
TEN (Ghana)
UK CGU
Other
Impairment
Trigger for
2020
impairment/
(reversal)
2020
Impairment/
(reversal)
$m
Pre tax
discount rate
assumption
a
a
a
a,b
c
a,d
a,d
c,e
28.0
20.5
3.8
1.2
30.6
(2.1)
149.2
13.2
6.2
250.6
13%
15%
15%
13%
n/a
10%
10%
n/a
n/a
2020
Remaining
recoverable
amount
$m
7.4
1.8
8.7
32.4
–
81.5
1,510.6
–
–
a. Decrease to short, medium and long-term oil price assumptions.
b. Recognition of FPSO lease.
c. Change to decommissioning estimate.
d. Revision of value based on revisions to reserves.
e. The fields in the UK are grouped into one CGU as all fields within those countries share critical gas infrastructure.
Tullow Oil plc 2021 Annual Report and Accounts
129
FINANCIAL STATEMENTS
Note 10. Property, plant and equipment continued
In 1H20 impairments identified in TEN and Espoir of $305.8 million and $12.8 million respectively, were as a result of a reduction
in short, mid and long-term prices. In 2H20 an impairment reversal was recorded in respect of TEN and Espoir resulting in a
full-year impairment/(reversal) of $164.4 million and $(2.1) million respectively. This was as a result of increased booked 2P
reserves and in the case of TEN lower future capex assumptions associated with well costs.
Oil prices stated above are benchmark prices to which an individual field price differential is applied. All impairment assessments
are prepared on a value-in-use basis using discounted future cash flows based on 2P reserves profiles. A reduction or increase in
the two-year forward curve of $5/bbl, based on the approximate range of annualised average oil price over recent history, and
a reduction or increase in the medium and long-term price assumptions of $5/bbl, based on the range of annualised average
historical prices, are considered to be reasonably possible changes for the purposes of sensitivity analysis. Decreases to oil prices
specified above would increase the impairment charge by $202.2 million for Ghana and $29.3 million for Non-Operated, whilst
increases to oil prices specified above would result in a credit to the impairment charge of $203.9 million for Ghana and
$48.5 million for Non-Operated. A 1% increase in the pre-tax discount rate would increase the impairment by $59.0 million for
Ghana and reduce the net impairment charge by $7.5 million for Non-Operated. The Group believes a 1% change in the pre-tax
discount rate to be a reasonable possibility based on historical analysis of the Group’s and a peer group of companies’ impairment
discount rates. The Directors considered that the relevant change in this assumption would have a consequential effect on other
key assumptions including cessation of production and cash flows.
Note 11. Other assets
Non-current
Amounts due from Joint Venture Partners
VAT recoverable
Current
Amounts due from Joint Venture Partners
Underlifts
Prepayments
Other current assets
Notes
2021
$m
2020
$m
19
486.0
547.4
19
3.1
489.1
554.7
26.7
49.6
73.5
704.5
–
547.4
521.9
19.5
60.7
115.0
717.1
1,193.6
1,264.5
The decrease in non-current receivables from JV Partners compared to December 2020 mainly relate to reduction in time
remaining on the TEN FPSO lease, net decrease in GNPC (Ghana National Petroleum Corporation) receivable partially offset
increases associated with new lease liabilities. The movement in current receivables from JV Partners relates mainly to timing
of partner balances and a recognition of the JV receivable associated with the recognition of the Maersk Venturer offshore
drilling rig as a lease liability (see note 19).
Other current assets mainly include the deferred consideration relating to the Uganda disposal, offset by an indemnity provision
relating to tax audits ($67.9 million) and VAT recoverable ($5.6 million).
Note 12. Inventories
Warehouse stock and materials
Oil stock
2021
$m
55.5
79.3
134.8
2020
$m
59.1
37.0
96.1
The increase in oil stock is associated with the timing of liftings of the Group's share of crude oil around period end.
Note 13. Trade receivables
Trade receivables comprise amounts due for the sale of oil and gas. They are generally due for settlement within 30–60 days and
are therefore all classified as current. The Group holds the trade receivables with the objective of collecting the contractual cash
flows and therefore measures them subsequently at amortised cost using the effective interest method.
The balance of trade receivables as at 31 December 2021 of $99.8 million (2020:$79.0 million) relates to December 2021 oil
liftings in Ghana, Gabon and Côte d’Ivoire which were settled in January 2022. The increase in mainly due to increased oil prices.
130
Tullow Oil plc 2021 Annual Report and Accounts
Notes to the Group Financial Statements continuedYear ended 31 December 2021
Note 14. Cash and cash equivalents
Cash at bank
Short-term deposits and other cash equivalents¹
Notes
18
2021
$m
226.1
243.0
469.1
2020
$m
224.2
581.2
805.4
1. As at 31 December 2020, short-term deposits and other cash equivalents mainly relates to receipt of cash for the disposal of Uganda of $514.3 million which
were used for the repayment of borrowings in 2021. Refer to note 17.
Cash and cash equivalents includes an amount of $92.4 million (2020: $54.0 million) which the Group holds as operator in Joint
Venture bank accounts. Included within cash at bank is $0.8 million (2020: $77.1 million) held in Joint Venture bank accounts as
the Group's share of security for the Letters of Credit (LC) issued in relation to decommissioning activities. As at 31 December 2021,
cash held as collateral was reduced as the Group issued letters of credit from the LC tranche of $100.0 million SSRCF.
Note 15. Assets and liabilities classified as held for sale
On 9 February 2021, the Group announced that it signed two separate Sale and Purchase agreements with Panoro Energy
ASA of its entire interest in Equatorial Guinea and its entire interest in the Dussafu Marin Permit in Gabon, in each case
with an effective date of 1 July 2020. Both transactions completed in 1H21. Refer to note 9.
On 23 April 2020, Tullow announced that it signed a Sale and Purchase Agreement with Total Uganda with an effective date
of 1 January 2020, in which it agreed to transfer its entire interests in Blocks 1, 1A, 2 and 3A in Uganda and the proposed
East African Crude Oil Pipeline (EACOP) System to Total. The transaction completed in 2H20.
The major classes of assets and liabilities comprising the assets classified as held for sale as at 31 December 2020 were
as follows:
Assets
Property, plant and equipment
Inventories
Other current assets
Assets classified as held for sale
Liabilities
Trade and other payables
Current tax liabilities
Deferred tax liabilities
Provisions
Liabilities directly associated with assets classified as held for sale
Net (liabilities)/assets directly associated with disposal group
Equatorial
Guinea
2020
$m
76.0
5.6
11.3
92.9
(3.5)
(10.0)
(16.7)
(124.3)
(154.5)
(61.6)
Ruche
2020
$m
54.6
1.4
6.7
62.7
(27.9)
–
–
(4.9)
(32.8)
29.9
Equatorial Guinea and the Dussafu asset in Gabon are included within the Non-operated segment of the Group.
Note 16. Trade and other payables
Current liabilities
Trade payables
Other payables
Overlifts
Accruals¹
VAT and other similar taxes
Current portion of lease liabilities
1. Accruals mainly relate to capital expenditure, interest expense on bonds and loans and staff-related expenses.
Notes
19
2021
$m
60.2
57.4
0.7
381.3
–
251.5
751.1
Total
2020
$m
130.6
7.0
18.0
155.6
(31.4)
(10.0)
(16.7)
(129.2)
(187.3)
(31.7)
2020
$m
38.3
49.5
3.8
409.4
8.9
240.8
750.7
Tullow Oil plc 2021 Annual Report and Accounts
131
FINANCIAL STATEMENTS
Note 16. Trade and other payables continued
Non-current liabilities
Other non-current liabilities¹
Non-current portion of lease liabilities
Notes
19
2021
$m
75.2
911.9
987.1
2020
$m
89.0
975.7
1,064.7
1. Other non-current liabilities include balances related to JV Partners.
Trade and other payables are non-interest bearing except for leases (note 19).
Payables related to operated Joint Ventures (primarily in Ghana and Kenya) are recorded gross with the amount representing
the partners’ share recognised in amounts due from Joint Venture Partners (note 11). The change in trade payables and in other
payables predominantly represents timing differences and levels of work activity.
Note 17. Borrowings
Current
Borrowings – within one year
6.625% Convertible Bonds due 2021 ($300 million)
6.25% Senior Notes due 2022 ($650 million)
Reserves Based Lending credit facility
7.00% Senior Notes due 2025 ($800 million)
10.25% Senior Secured Notes due 2026 ($1,800 million)
Non-current
Borrowings – after one year but within five years
7.00% Senior Notes due 2025 ($800 million)
10.25% Senior Secured Notes due 2026 ($1,800 million)
Carrying value of total borrowings
2021
$m
2020
$m
–
–
–
–
100.0
100.0
290.9
646.7
1,441.7
791.2
–
3,170.5
2021
$m
2020
$m
792.1
1,676.6
2,468.7
–
–
–
2,568.7
3,170.5
On 17 May 2021, the Group completed a comprehensive refinancing of its debt with the issuance of a five-year $1.8 billion Senior
Secured Notes (2026 Notes) and a new $500 million Super Senior Revolving Credit Facility (SSRCF) which will primarily be used
for working capital purposes.
The 2026 Notes have been used to (i) repay all amounts outstanding under, and cancel all commitments made available
pursuant to, the Company’s Reserves Based Lending Facility, (ii) redeem in full the Company’s Senior Notes due 2022, (iii) repay
in full and cancel the Company’s convertible bonds due 2021 and (iv) pay fees and expenses incurred in connection with the
transactions.
The 2026 Notes, maturing in May 2026, require an annual prepayment of $100 million, in May, of the outstanding principal
amount plus accrued and unpaid interest, with the balance due on maturity.
The Senior Notes due 2025 is payable in a single payment in March 2025.
The SSRCF, maturing in December 2024, comprises of (i) a $500 million revolving credit facility and (ii) a $100 million letter of
credit facility. The revolving credit facility remains undrawn as at 31 December 2021.
The 2026 Notes and the SSRCF will be senior secured obligations of Tullow Oil Plc and are guaranteed by certain of the
Group's subsidiaries.
As at 31 December 2020, the Group assessed it did not have an unconditional right to defer payment of the facility, Senior Notes
due 2022, or Senior Notes due 2025 based on a forecast breach in covenants; as such, these borrowings were classified as
current. Following the refinancing in May 2021, the Senior Notes due 2025 have been classified as non-current in line with their
contractual maturity.
132
Tullow Oil plc 2021 Annual Report and Accounts
Notes to the Group Financial Statements continuedYear ended 31 December 2021
Note 17. Borrowings continued
Capital management
The Group defines capital as the total equity and net debt of the Group. Capital is managed in order to provide returns for
shareholders and benefits to stakeholders and to safeguard the Group’s ability to continue as a going concern. Tullow is not
subject to any externally imposed capital requirements. To maintain or adjust the capital structure, the Group may put in place
new debt facilities, issue new shares for cash, repay debt, engage in active portfolio management, adjust the dividend payment
to shareholders, or undertake other such restructuring activities as appropriate. No significant changes were made to the
capital management objectives, policies or processes during the year ended 31 December 2021. The Group monitors capital
on the basis of the gearing, being net debt divided by adjusted EBITDAX, and maintains a policy target of between 1x and 2x.
SSRCF covenants
The SSRCF does not have any financial maintenance covenants. Availability under the $500 million cash tranche of the facility
is determined on an annual basis with reference to the Net Present Value of the 2P reserves of the Group (2P NPV) at the end
of the preceding calendar year. SSRCF debt capacity is calculated as 2P NPV divided by 1.1x less Senior Notes outstanding.
Senior Notes covenants
The Senior Notes are subject to customary high yield covenants including limitations on debt incurrence, asset sales and
restricted payments such as dividends. The key debt incurrence covenant is the Fixed Charge Cover Ratio (FCCR).
The FCCR is the ratio of the Consolidated Cash Flow to the Fixed Charges for the previous 12 months. The ‘Consolidated Cash
Flow’ essentially represents an Adjusted EBITDAX calculation. The Fixed Charges represent the aggregate financial charges
related to the Company’s indebtedness i.e. interest on all the Group’s borrowings and interests under capital leases less any
finance revenues. The Company may incur additional financial indebtedness if the FCCR for the Company’s most recently ended
two full fiscal half-years immediately preceding the date on which such additional indebtedness is incurred would have been
at least 2.25 to 1.0 on a pro-forma basis. Drawdowns under the SSRCF are not subject to the FCCR covenant and are always
permitted subject to the availability calculation set out above. There has been no debt incurrence event since the Senior Notes
have been issued.
We regularly review options for optimising our capital structure and may purchase outstanding notes or repay debt from time to
time in the open market or otherwise.
Note 18. Financial instruments
Financial risk management objectives
The Group’s Corporate Treasury function provides services to the business, coordinates access to international financial
markets, monitors and manages the financial risks relating to the operations of the Group through internal Management
reports which analyse exposures by degree and magnitude of risks. These risks include market risk (including currency risk,
interest rate risk and price risk), credit risk and liquidity risk.
The Group seeks to minimise the effects of these risks by using derivative financial instruments to hedge these risk exposures,
if deemed appropriate. The use of financial derivatives is governed by the Group’s policies approved by the Board of Directors.
Compliance with policies and exposure limits are monitored and reviewed internally on a regular basis. The Group does not
enter into or trade financial instruments, including derivatives, for speculative purposes.
Financial assets
Financial assets at amortised cost
Trade receivables
Amounts due from Joint Venture Partners
Cash and cash equivalents
Derivative financial instruments
Used for hedging
Financial liabilities
Liabilities at amortised cost
Trade payables
Other payables
Borrowings
Lease liabilities
Derivative financial instruments
Used for hedging
2021
$m
2020
$m
99.8
1,040.7
469.1
79.0
1,069.3
805.4
–
19.8
1,609.6
1,973.5
135.2
439.4
2,568.7
127.3
471.6
3,170.5
1,163.4
1,216.5
(179.9)
(17.8)
4,127.0
4,968.1
Tullow Oil plc 2021 Annual Report and Accounts
133
FINANCIAL STATEMENTS
Note 18. Financial instruments continued
Fair values of financial assets and liabilities
With the exception of the Senior Secured Notes due 2026 and the Senior Notes due 2025, the Group considers the carrying
value of all its financial assets and liabilities to be materially the same as their fair value. The fair value of the Senior Secured
Notes due 2026 and Senior Notes due 2025 as determined using market value at 31 December 2021, was $1,814.2 million
and $661.0 million (2020: $529.2 million) respectively. These are compared to their carrying value of $1,776.7 million and
$792.1 million (2020: $791.2 million). The Senior Secured Notes due 2026 and the Senior Notes due 2025 are categorised
as level 1 in the fair value hierarchy.
The Senior Notes due 2022 were redeemed and Convertible bonds matured during the year ended 31 December 2021. The fair value
of the Senior Notes due 2022 and Convertible bonds was $518.5 million and $263.0 million respectively as at 31 December 2020.
The Group has no material financial assets that are past due. No material financial assets are impaired at the balance sheet
date. All financial assets and liabilities with the exception of derivatives are measured at amortised cost.
Fair values of derivative instruments
All derivatives are recognised at fair value on the balance sheet with valuation changes recognised immediately in the income
statement, unless the derivatives have been designated as a cash flow hedge. Fair value is the amount for which the asset or
liability could be exchanged in an arm’s-length transaction at the relevant date. Where available, fair values are determined
using quoted prices in active markets. To the extent that market prices are not available, fair values are estimated by reference
to market-based transactions, or using standard valuation techniques for the applicable instruments and commodities involved.
The Group’s derivative carrying and fair values were as follows:
Assets/liabilities
Cash flow hedges
Oil derivatives
Deferred premium
Oil derivatives
Total assets
Total liabilities
2021
Less than
1 year
$m
(56.7)
(56.7)
(24.3)
(24.3)
–
2021
1–3
years
$m
(66.5)
(66.5)
(32.4)
(32.4)
–
2021
Total
$m
2020
Less than
1 year
$m
(123.2)
(123.2)
(56.7)
(56.7)
–
37.3
37.3
(38.0)
(38.0)
17.2
2020
1–3
years
$m
4.8
4.8
(2.2)
(2.2)
2.6
2020
Total
$m
42.1
42.1
(40.2)
(40.2)
19.8
(81.0)
(98.9)
(179.9)
(17.8)
–
(17.8)
Derivatives’ maturity and the timing of their recycling into income or expense coincide.
The following provides an analysis of the Group’s financial instruments measured at fair value, grouped into Levels 1 to 3 based
on the degree to which the fair value is observable:
Level 1: fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: fair value measurements are those derived from inputs other than quoted prices included within Level 1 which are
observable for the asset or liability, either directly or indirectly; and
Level 3: fair value measurements are those derived from valuation techniques which include inputs for the asset or liability that
are not based on observable market data.
All the Group’s derivatives are Level 2 (2020: Level 2). There were no transfers between fair value levels during the year.
For financial instruments which are recognised on a recurring basis, the Group determines whether transfers have occurred
between levels by re-assessing categorisation (based on the lowest-level input which is significant to the fair value
measurement as a whole) at the end of each reporting period.
134
Tullow Oil plc 2021 Annual Report and Accounts
Notes to the Group Financial Statements continuedYear ended 31 December 2021
Note 18. Financial instruments continued
Offsetting of financial instruments
Financial assets and liabilities are offset and the net amount reported in the Group balance sheet when there is a legally
enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and
settle the liability simultaneously. No material enforceable master netting agreements were identified.
The Group has entered into ISDA Master Agreements with derivative counterparties. The following table shows the amounts
recognised for financial assets and liabilities which are subject to offsetting arrangements on a gross basis, and the amounts
offset in the Group balance sheet.
31 December 2021
Derivative assets
Derivative liabilities
31 December 2020
Derivative assets
Derivative liabilities
Gross
amounts
offset
in Group
balance
sheet
$m
Net amounts
presented
in Group
balance
sheet
$m
(0.2)
0.2
–
(179.9)
Gross
amounts
offset
in Group
balance
sheet
$m
(3.9)
3.9
Net amounts
presented
in Group
balance
sheet
$m
19.8
(17.8)
Gross
amounts
recognised
$m
0.2
(180.1)
Gross
amounts
recognised
$m
23.7
(21.7)
Commodity price risk
The Group uses a number of derivatives to mitigate the commodity price risk associated with its underlying oil revenue.
Such commodity derivatives tend to be priced using benchmarks, such as Dated Brent, which correlate as far as possible
to the underlying oil revenue. There is an economic relationship between the hedged items and the hedging instruments due
to a common underlying, i.e. Dated Brent, between them. Forecast oil sales, which are based on Dated Brent, are hedged with
options which have Dated Brent as reference price. An increase in Dated Brent will cause the value of the hedged item and
hedging instrument to move in opposite directions. The Group has established a hedge ratio of 1:1 for the hedging relationships
as the underlying risk of the commodity derivatives is identical to the hedged risk components. To test the hedge effectiveness,
the Group uses the hypothetical derivative method and compares the changes in the fair value of the hedging instruments
against the changes in fair value of the hedged items attributable to the hedged risks. The Group hedges its estimated oil
revenues on a portfolio basis, aggregating its oil revenues from substantially all of its African oil interests.
As at 31 December 2021 and 31 December 2020, all of the Group’s oil derivatives have been designated as cash flow hedges.
The Group’s oil hedges have been assessed to be highly effective.
Financial risk management is adopted centrally for the Group. The Group adopted a risk component hedging strategy from 2019.
This results from designating the variability in all the cash flows attributable to the change in the benchmark price per the oil
sales contracts where the critical terms of the hedged item and hedging instrument match. There is, however, the potential for
a degree of ineffectiveness inherent in the Group’s pre-2019 hedge designation for open hedge relationship. This is due to the
differential on the Group’s underlying African crudes relative to Dated Brent and the timing of oil liftings relative to the hedges.
The ineffectiveness recognised in the Group income statement was $nil (2020: $0.8 million loss).
Floor protection is placed around current market levels and layered in over the course of the year, using a combination of
derivatives which protects downside prices and provides some exposure to upside.
The following table demonstrates the timing, volumes and average floor price protected for the Group’s commodity hedges:
Hedging position as at 31 December 2021
Oil volume (bopd)
Average floor price protected ($/bbl)
Hedging position as at 31 December 2020
Oil volume (bopd)
Average floor price protected ($/bbl)
2022
2023
42,462
51.37
2021
40,000
48.17
33,095
55.00
2021
2,000
50.63
Tullow Oil plc 2021 Annual Report and Accounts
135
FINANCIAL STATEMENTS Note 18. Financial instruments continued
The following table demonstrates the hedge position as at 31 December 2021:
2022 hedge position at 31 December 2021
Hedge structure
Collars
Zero cost dollars
Straight Puts
Total/weighted average
2023 hedge position at 31 December 2021
Hedge structure
Collars
Total/weighted average
Bopd
Bought put
(floor)
32,259
1,203
9,000
$54.73
$55.00
$38.84
Sold call
$77.30
$95.33
–
42,462
$51.37
$77.94
Bought
call
–
–
–
–
Bopd
Bought put
(floor)
Sold call
Bought
call
33,095
$55.00
$74.62
33,095
$55.00
$74.62
–
–
The following table demonstrates the sensitivity of the Group’s derivative financial instruments to reasonably possible
movements in Dated Brent oil prices:
Brent oil price
Brent oil price
Effect on equity
Market
movement
as at
31 Dec 2021
25%
(25%)
2021
$m
(416.2)
41.1
2020
$m
(59.0)
155.9
The following assumptions have been used in calculating the sensitivity in movement of the oil price: the pricing adjustments
relate only to the point forward mark-to-market (MTM) valuations, the price sensitivities assume there is no ineffectiveness
related to the oil hedges and the sensitivities have been run only on the intrinsic element of the hedge as Management
considers this to be the material component of oil hedge valuations.
Hedge reserve summary
The hedge reserve represents the portion of deferred gains and losses on hedging instruments deemed to be effective cash flow
hedges. The movement in the reserve for the period is recognised in other comprehensive income.
The following table summarises the cash flow hedge reserve by intrinsic and time value, net of tax effects:
Cash flow hedge reserve
Oil derivatives – intrinsic
Oil derivatives – time value
2021
$m
(39.5)
(146.7)
2020
$m
4.8
(5.4)
The deferred gains and losses in the hedge reserve are subsequently transferred to the income statement at maturity of derivative
contracts. The tables below show the impact on the hedge reserve and on sales revenue during the year:
Deferred amounts in the hedge reserve – intrinsic
At 1 January
Reclassification adjustments for items included in the income statement on realisation:
Oil derivatives – transferred to sales revenue
Revaluation (losses)/gains arising in the year
Movement in current and deferred tax
At 31 December
2021
$m
4.8
112.3
(159.1)
2.7
(44.3)
(39.3)
2020
$m
4.6
(268.1)
271.0
(2.7)
0.2
4.8
136
Tullow Oil plc 2021 Annual Report and Accounts
Notes to the Group Financial Statements continuedYear ended 31 December 2021
Note 18. Financial instruments continued
Hedge reserve summary
Deferred amounts in the hedge reserve – time value
At 1 January
Reclassification adjustments for items included in the income statement on realisation:
Oil derivatives – transferred to sales revenue
Revaluation losses arising in the year
Movement in current and deferred tax
At 31 December
Reconciliation to sales revenue
Oil derivatives – transferred to sales revenue
Deferred premium paid
Net losses/(gain) from commodity derivatives in sales revenue (note 2)
2021
$m
(5.4)
40.7
(182.3)
0.1
(146.9)
2021
$m
112.3
40.7
153.0
2020
$m
(17.5)
49.5
(37.3)
(0.1)
(5.4)
2020
$m
268.1
(49.4)
218.7
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. During the financial years 2021 and 2020, the Group was exposed to interest rate risk as it borrowed funds
at both fixed and floating interest rates. Following the debt refinancing in May 2021, all of the Group’s borrowings are fixed
interest bearing. The Super Senior Revolving Credit Facility is based on floating interest rates and remains undrawn as at
31 December 2021.
Fixed rate debt comprises 2025 Senior Notes and 2026 Senior Secured Notes.
The interest rate profile of the Group’s financial assets and liabilities, excluding trade and other receivables and trade and other
payables, at 31 December 2021 and 2020, was as follows:
US$
Euro
Sterling
Other
2021
Cash and
cash
equivalents
$m
2021
Fixed rate
debt
$m
2021
Floating rate
debt
$m
376.2
1.3
85.4
6.2
(2,600.0)
–
–
–
469.1
(2,600.0)
–
–
–
–
–
2020
Cash and
cash
equivalents
$m
717.3
0.1
72.0
16.0
805.4
2021
Total
$m
(2,223.8)
1.3
85.4
6.2
(2,130.9)
2020
Fixed rate
debt
$m
2020
Floating rate
debt
$m
(1,750.0)
–
–
–
(1,431.0)
–
–
–
2020
Total
$m
(2,463.7)
0.1
72.0
16.0
(1,750.0)
(1,431.0)
(2,375.6)
Cash at bank consisted of $159.9 million (2020: $450.0 million) of deposits which earn interest at rates set in advance for
periods ranging from overnight to three months by reference to market rates.
The sensitivity of the Group’s financial instruments to reasonably possible movements in interest rates is considered not material.
The following table demonstrates the sensitivity of the Group’s financial instruments to reasonably possible movements in
interest rates:
Interest rate
Interest rate
Market movement
100 basis points
(10) basis points
Effect on finance costs
Effect on equity
2021
$m
–
–
2020
$m
(14.3)
1.4
2021
$m
–
–
2020
$m
(14.3)
1.4
Tullow Oil plc 2021 Annual Report and Accounts
137
FINANCIAL STATEMENTS
Note 18. Financial instruments continued
Credit risk
The Group has a credit policy that governs the management of credit risk, including the establishment of counterparty credit
limits and specific transaction approvals. The Group limits its counterparty credit risk on cash and cash equivalent balances by
dealing only with financial institutions with credit ratings of at least A or equivalent.
The primary credit exposures for the Group are its receivables generated by the marketing of crude oil and amounts due from
JV Partners (including in relation to their share of the TEN FPSO lease). These exposures are managed at the corporate level.
The Group’s crude sales are predominantly made to international oil market participants including the oil majors, trading
houses and refineries. JV Partners are predominantly international major oil and gas market participants. Counterparty
evaluations are conducted utilising international credit rating agency and financial assessments. Where considered appropriate,
security in the form of trade finance instruments from financial institutions with an appropriate credit rating, such as letters of
credit, guarantees and credit insurance, are obtained to mitigate the risks.
The Group generally enters into derivative agreements with banks which are lenders under the SSRCF. Security is provided
under the facility agreement which mitigates non-performance risk. The Group does not have any significant credit risk exposure
to any single counterparty or any group of counterparties. The maximum financial exposure due to credit risk on the Group’s
financial assets, representing the sum of cash and cash equivalents, investments, derivative assets, trade receivables, and
receivables from Joint Venture Partners, as at 31 December 2021 was $1,609.6 million (2020: $1,973.5 million).
Foreign currency risk
The Group conducts and manages its business predominantly in US dollars, the operating currency of the industry in which it
operates. The Group also purchases the operating currencies of the countries in which it operates routinely on the spot market.
From time to time the Group undertakes certain transactions denominated in other currencies. These exposures are often
managed by executing foreign currency financial derivatives. There were no foreign currency financial derivatives in place as
at 31 December 2021 (2020: nil). Cash balances are held in other currencies to meet immediate operating and administrative
expenses or to comply with local currency regulations.
As at 31 December 2021, the only material monetary assets or liabilities of the Group that were not denominated in the
functional currency of the respective subsidiaries involved were $46.9 million in non-US dollar-denominated cash and cash
equivalents (2020: $20.0 million).
The following table demonstrates the sensitivity of the Group’s financial instruments to reasonably possible movements in
US dollar exchange rates:
US$/foreign currency exchange rates
US$/foreign currency exchange rates
Effect on profit before tax
Effect on equity
Market movement
20%
(20%)
2021
$m
(7.8)
11.7
2020
$m
(3.3)
5.0
2021
$m
(7.8)
11.7
2020
$m
(3.3)
5.0
Liquidity risk
The Group manages its liquidity risk using both short-term and long-term cash flow projections, supplemented by debt financing
plans and active portfolio management across the Group. Ultimate responsibility for liquidity risk management rests with the
Board of Directors, which has established an appropriate liquidity risk management framework covering the Group’s short,
medium and long-term funding and liquidity management requirements.
The Group closely monitors and manages its liquidity risk. Cash forecasts are regularly produced and sensitivities run for different
scenarios including, but not limited to, changes in commodity prices, different production rates from the Group’s producing assets
and delays to development projects. The Group had $0.9 billion (2020: $1.1 billion) of total facility headroom and free cash as at
31 December 2021.
The following tables detail the Group’s remaining contractual maturities for its non-derivative financial liabilities with agreed
repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the
earliest date on which the Group can be required to pay.
138
Tullow Oil plc 2021 Annual Report and Accounts
Notes to the Group Financial Statements continuedYear ended 31 December 2021 Note 18. Financial instruments continued
Foreign currency risk continued
31 December 2021
Non-interest bearing
Lease liabilities
Fixed interest rate instruments
Principal repayments
Interest charge
31 December 2020
Non-interest bearing
Lease liabilities
Fixed interest rate instruments
Principal repayments
Interest charge
Variable interest rate instruments
Principal repayments
Interest charge
Weighted
average
effective
interest rate
Less than
1 month
$m
1–3
months
$m
3 months
to 1 year
$m
n/a
7.1%
9.3%
71.9
44.4
–
–
116.3
18.6
52.7
–
28.0
99.3
26.0
217.2
100.0
207.0
550.2
Weighted
average
effective
interest rate
Less than
1 month
$m
1–3
months
$m
3 months
to 1 year
$m
n/a
7.1%
7.8%
5.6%
18.9
22.3
–
9.9
–
4.3
14.8
59.9
–
28.0
–
9.9
55.7
158.5
300.0
78.6
–
44.4
1–5
years
$m
71.3
950.3
2,500.0
689.0
4,210.6
1–5
years
$m
66.1
955.6
1,450.0
216.3
1,431.0
217.5
5+
years
$m
5.7
16.4
Total
$m
193.5
1,281.0
–
–
2,600.0
924.0
22.1
4,998.5
5+
years
$m
34.1
20.1
–
–
–
–
Total
$m
189.5
1,216.5
1,750.0
332.9
1,431.0
276.1
55.4
112.6
637.2
4,336.5
54.2
5,196.0
Note 19. Leases
This note provides information for leases where the Group is a lessee. The Group did not enter into any contracts acting as a lessor.
i) Amounts recognised in the balance sheet
Right-of-use assets (included within property, plant and equipment) and lease liabilities
Property leases
Oil and gas production and support equipment leases
Transportation equipment leases
Total
Current
Non-current
Total
Right-of-use assets
Lease liabilities
31 December
2021
$m
31 December
2020
$m
31 December
2021
$m
31 December
2020
$m
34.8
599.2
6.9
640.9
40.5
624.3
1.5
41.0
1,107.3
15.1
45.6
1,167.8
2.3
666.3
1,163.4
1,216.5
251.5
911.9
240.8
975.7
1,163.4
1,216.5
Additions to the right-of-use assets during the 2021 financial year were $73.5 million. Refer to note 10.
For ageing of lease liabilities, refer to note 18.
The Group’s leases balance includes TEN FPSO and Espoir FPSO, classified as Oil and gas production and support equipment. As at
31 December 2021, the present value of the TEN FPSO and Espoir FPSO right-of-use asset was $561.6 million (31 December 2020:
$613.0 million) and $3.6 million (31 December 2020: $5.0 million), respectively. The present value of the TEN FPSO and
Espoir FPSO lease liability was $1,012.8 million (31 December 2020: $1,133.1 million) and $13.2 million (31 December 2020:
$17.7 million), respectively.
A receivable from Joint Venture Partners of $478.8 million (31 December 2020: $535.7 million) was recognised in other assets
(note 11) to reflect the value of future payments that will be met by cash calls from partners relating to the TEN FPSO lease.
The present value of the receivable from Joint Venture Partners unwinds over the expected life of the lease and the unwinding
of the discount is reported within finance income.
Tullow Oil plc 2021 Annual Report and Accounts
139
FINANCIAL STATEMENTS
Note 19. Leases continued
i) Amounts recognised in the balance sheet continued
On 2 April 2021 the Group contracted Maersk Venturer offshore drilling rig to undertake the drilling work programme for Jubilee
and TEN fields in Ghana. As at 31 December 2021, Tullow carries right-of-use assets of $25.8 million (note 10), and gross lease
liability of $59.9 million as Tullow entered the lease on behalf of the JV. A receivable from JV Partners of $33.0 million has been
recognised in other assets to reflect the value of future payments that will be met by cash calls from JV Partners. The lease has
been recognised for an 18-month term, in line with the early termination option included in the contract and approvals received
by the JV Partners.
Carrying amounts of the lease liabilities and joint venture leases receivables and the movements during the period:
At 1 January 2020
Additions and changes in lease estimates
Disposals
Payments
Interest (expense)/income
Transfer to liabilities held for sale
Foreign exchange movements
At 1 January 2021
Additions and changes in lease estimates
Payments
Interest (expense)/income
At 31 December 2021
ii) Amounts recognised in the statement of profit or loss
Right-of-use assets (included within Property, plant and equipment)
Depreciation charge of right-of-use assets
Property leases
Oil and gas production and support equipment leases
Total
Interest expense on lease liabilities (included in finance cost)
Interest income on amounts due from Joint Venture Partners
Total
Lease
liabilities
$m
(1,425.1)
(26.5)
12.2
298.1
(91.0)
16.9
1.1
Joint
Venture lease
receivables
$m
640.4
2.5
(2.6)
(139.9)
40.6
–
–
(1,216.5)
541.0
(161.9)
298.3
(83.3)
(1,163.4)
93.7
(142.4)
38.7
531.0
Total
$m
(784.7)
(24.0)
9.6
158.2
(50.4)
16.9
1.1
(675.5)
(68.2)
155.9
(44.6)
(632.4)
31 December
2021
$m
31 December
2020
$m
7.8
52.8
60.6
83.4
(38.8)
105.2
9.9
62.5
72.4
91.0
(40.6)
122.8
The total cash outflow for leases in 2021 was $155.9 million (2020: $158.2 million).
The Group has elected not to recognise right-of-use assets and lease liabilities for leases for short term leases that have a
lease term of 12 months or less, and leases of low-value assets. The expenses relating to those leases for the year ended
31 December 2021 were $7.8 million and $1.0 million, respectively. These costs are now being tracked and disclosed in the
current year.
140
Tullow Oil plc 2021 Annual Report and Accounts
Notes to the Group Financial Statements continuedYear ended 31 December 2021
Note 20. Provisions
Decommissioning
2021
$m
Notes
Other
provisions
2021
$m
Total
2021
$m
Decommissioning
2020
$m
Other
provisions
2020
$m
Total
2020
$m
At 1 January
New provisions, changes in estimates
and reclassifications
Transfer to assets and liabilities held for sale 15
Payments
Unwinding of discount
Currency translation adjustment
5
At 31 December
Current provisions
Non-current provisions
696.1
154.6
850.7
850.1
76.2
926.3
(134.8)
–
(69.3)
7.6
(0.9)
498.7
101.2
397.5
90.0
–
(15.7)
–
(0.1)
228.8
195.3
33.5
(44.8)
–
(85.0)
7.6
(1.0)
727.5
296.5
431.0
14.9
(129.2)
(57.7)
13.1
4.9
696.1
104.4
591.7
136.6
–
(58.4)
–
0.2
154.6
125.4
29.2
151.5
(129.2)
(116.1)
13.1
5.1
850.7
229.8
620.9
Other provisions include non-income tax provisions of $52.8 million (2020: $52.4 million) and $176.0 million (2020: $102.2 million)
of disputed cases and claims. Management estimates non-current other provisions would fall due between two and five years.
Non-Current-other provisions mainly relates to Bangladesh litigation. Refer to Uncertain Tax Treatments in Accounting Policies.
In January 2013, the Group acquired Spring Energy Norway AS (Spring) from HiTecVision V (HiTec), a Norwegian private equity
company, and Spring employee minority shareholders. In addition to the initial consideration payable, under the sale and
purchase agreement (Spring SPA) the Group agreed to make certain contingent bonus payments to HiTec and the Spring
employee minority shareholders if certain discovery(ies) were deemed commercially viable on or before 31 December 2016.
This included the Wisting prospect in licence PL537.
HiTec previously claimed that the conditions for a bonus payment under the Spring SPA had been met in respect of the Wisting
prospect in PL537 as at 31 December 2016. Tullow disputed this position. In 2016, the Group sold its interest in PL537 to Equinor
but remained responsible for this dispute. An arbitration took place in Norway in Q4 2021 to resolve this issue.
On 15 February 2022, the arbitration panel delivered an award in favour of HiTec. The Tribunal decided by way of split decision that
conditions under the Spring SPA in respect of the bonus payment had been met. The Tribunal ruled that Tullow should pay
$76 million to HiTec (an amount which includes interest and costs) and a further amount of $0.7 million in respect of
Tribunal costs.
Above includes provision relating to a potential claim arising out of historical contractual agreement. Further information is not
provided as it will be seriously prejudicial to the Company’s interest.
The decommissioning provision represents the present value of decommissioning costs relating to the European and African oil
and gas interests.
The Group has assumed cessation of production as the estimated timing for outflow of expenditure. However expenditure could
be incurred prior to cessation of production or after and actual timing will depend on a number of factors including, underlying
cost environment, availability of equipment and services and allocation of capital.
In 2021, the Group has increased the decommissioning discount rate by 0.5% from 31 December 2020 due to a movement in the
risk-free rate. This resulted in a decrease of the provision by $23.7 million in Ghana, $3.7 million in Cote d’Ivoire and $4.3 million
in Gabon.
Côte d’Ivoire
Gabon
Ghana
Mauritania
UK
Inflation
assumption
2%
2%
2%
n/a
n/a
Discount
rate
assumption
2021
1.5%
1.5-2%
1.5-2%
n/a
n/a
Cessation of
production
assumption
2021
2033
2026-2036
2035-2036
2018
2018
Total
2021
$m
61.7
61.9
193.3
61.6
120.2
498.7
Discount rate
assumption
2020
Cessation of
production
2020
1%
2031
1–1.5% 2027–2037
1–1.5% 2034–2036
2018
2018
n/a
n/a
Total
2020
$m
63.9
61.8
323.5
89.0
157.9
696.1
The decrease in the Ghana decommissioning provision was associated with lower well cost estimates.
The Group's decommissioning activities are ongoing in the UK and Mauritania and majority of the future costs is expected to be
incurred in 2022 ($101.1 million) and 2023 ($59.5 million). The remaining activities are planned to continue through to 2027, with
an associated expenditure of $21.2 million.
Tullow Oil plc 2021 Annual Report and Accounts
141
FINANCIAL STATEMENTS
Note 21. Deferred taxation
Accelerated
tax
depreciation
$m
Decommissioning
$m
At 1 January 2020
Credit/(charge) to income statement
Transfer to assets classified as held
for sale
Exchange differences
At 1 January 2021
Credit/(charge) to income statement
Transfer to disposals
Exchange differences
At 31 December 2021
(738.1)
78.7
13.7
–
(645.7)
46.8
0.6
–
(598.3)
Deferred tax liabilities
Deferred tax assets
Tax
losses
$m
349.3
(13.0)
–
(0.6)
335.7
(113.8)
–
–
108.3
(5.9)
2.3
0.9
105.6
(16.5)
(0.2)
(0.1)
88.8
221.9
Other
temporary
differences
$m
Provision for
onerous
service
contracts
$m
Deferred
petroleum
revenue tax
$m
(26.8)
17.3
0.7
0.4
(8.4)
(58.7)
0.7
–
(66.4)
21.7
–
–
–
21.7
–
–
–
21.7
9.7
2.2
–
0.2
12.1
(2.7)
–
–
9.4
2021
$m
(677.3)
354.4
(322.9)
Total
$m
(275.9)
79.3
16.7
0.9
(179.0)
(144.9)
1.1
(0.1)
(322.9)
2020
$m
(673.3)
494.3
(179.0)
The majority of the Group's deferred tax assets and liabilities are expected to be recovered over more than one year.
Deferred tax assets are recognised only to the extent it is considered probable that those assets will be recoverable. This
involves an assessment of when those deferred tax assets are likely to reverse, and a judgement as to whether or not there will
be sufficient taxable profits available to offset the tax assets when they do reverse. This requires assumptions regarding future
profitability and is therefore inherently uncertain. To the extent assumptions regarding future profitability change, there can be
an increase or decrease in the level of deferred tax assets recognised which can result in a charge or credit in the period in
which the change occurs.
Note 22. Called-up equity share capital and share premium account
Allotted equity share capital and share premium
Ordinary shares of 10p each
At 1 January 2020 (as adjusted)
Issued during the year
Exercise of share options
At 1 January 2021
Issued during the year
Exercise of share options
At 31 December 2021
The Company does not have a maximum authorised share capital.
Note 23. Share-based payments
Analysis of share-based payment charge
Tullow Incentive Plan
Employee Share Award Plan
2021 PDMR Buyout Award
Expensed to operating costs
Expensed as administrative cost
Total share-based payment charge
142
Tullow Oil plc 2021 Annual Report and Accounts
Equity share capital
allotted and fully paid
Share premium
Number
$m
$m
1,407,897,951
210.9
1,294.7
6,173,826
0.8
–
1,414,071,777
211.7
1,294.7
18,008,320
2.5
–
1,432,080,097
214.2
1,294.7
Notes
4
4
2021
$m
8.1
3.0
0.5
11.6
0.5
11.1
11.6
2020
$m
11.9
8.6
0.4
20.9
0.9
20.0
20.9
Notes to the Group Financial Statements continuedYear ended 31 December 2021
Note 23. Share-based payments continued
The national insurance liability as at 31 December 2021 was $2.0 million (2020:$1.3 million)
Tullow Incentive Plan (TIP)
Under the TIP, Senior Management can be granted nil exercise price options, normally exercisable from three years (five years
in the case of the Company’s Directors) to ten years following grant provided an individual remains in employment. The size of
awards depends on both annual performance measures and total shareholder return (TSR) over a period of up to three years.
There are no post-grant performance conditions. No dividends are paid over the vesting period; however, it has been agreed for
the TIP Awards since 2018 that an amount equivalent to the dividends that would have been paid on the TIP shares during the
vesting period if they were ‘real’ shares will also be payable on exercise of the award. There are further details of the TIP in the
Remuneration Report on pages 69 to 77.
The weighted average remaining contractual life for TIP awards outstanding at 31 December 2021 was 3.5 years.
Employee Share Award Plan (ESAP)
Participation in the ESAP was available to most Group employees. Eligible employees were granted nil exercise price options,
that are exercisable from three to ten years following grant. An individual must normally remain in employment for three years
from grant for the share to vest. Awards are not subject to post-grant performance conditions. No dividends are paid over the
vesting period; however, for the ESAP awards granted since 2018 it was agreed that an amount equivalent to the dividends that
would have been paid on the ESAP shares during the vesting period if they were ‘real’ shares would also be payable on exercise
of the award. The ESAP was replaced by the Sharesave (SAYE) plan for grants from 2021.
Phantom options that provide a cash bonus equivalent to the gain that could be made from a share option (being granted over a
notional number of shares) have also been granted under the ESAP in situations where the grant of share options was not practicable.
The weighted average remaining contractual life for ESAP awards outstanding at 31 December 2021 was 6.6 years.
2010 Share Option Plan (2010 SOP)
Participation in the 2010 SOP was available to most of the Group’s employees. Options have an exercise price equal to market
value shortly before grant and are normally exercisable between three and ten years from the date of the grant subject to
continuing employment.
Phantom options, providing a cash bonus equivalent to the gain that could be made from a share option, have also been granted
under the 2010 SOP in situations where the grant of share options was not practicable.
Outstanding options under the SOP at 31 December 2021 had exercise prices of 900p to 1,294p (2020: 900p to 1,294p) and
remaining contractual lives between 80 days and 1.6 years. The weighted average remaining contractual life is 0.8 years.
2020 PDMR Buyout Awards
On 5 August 2020, the Company granted the new Chief Executive Officer a number of Buyout Awards following the
commencement of their employment in order to compensate them for certain share arrangements forfeited upon leaving
their former employer. [The grant of the awards was conditional on the CEO purchasing shares in the Company with a value of
£350,000 (the ‘Purchased Shares’). These awards will vest after five years from the date of joining subject to continued service
and the retention of the Purchased Shares. The awards comprise: a restricted share award in the form of a nil-cost option over
3,000,000 shares; a share option over 3,000,000 shares with a per share exercise price of £0.2566 (being equal to the market
value of a share at the close of trading on the dealing date immediately following the date on which the Purchased Shares were
acquired); and a share option over 3,000,000 shares with a per share exercise price of £0.5132 (being twice the exercise price for
the above options).
The awards will ordinarily vest on 1 July 2025 and if they remain unexercised will expire on 1 July 2030. There are further details
of the 2020 PDMR Buyout Awards in the Remuneration Report on pages 69 to 77.
The weighted average remaining contractual life for the PDMR Buyout Awards outstanding at 31 December 2021 was 8.5 years.
2021 Tullow Sharesave Plan (SAYE)
UK based employees are eligible to participate in the SAYE scheme introduced in 2021. These are standard statutory HMRC
approved ‘Save as you earn’ awards. To participate in the SAYE, employees choose how much money of their net salary to
save each month (subject to certain limits) for a period of three years. At the end of the period employees are entitled to
purchase share using the funds they have saved at a price 20% below the market price on the day before the invitation date.
Alternatively, they can elect to take back all their savings as cash. Only employees who remain in service and continue to pay
monthly contributions will be eligible to purchase shares. If they leave employment or choose to stop paying contributions
before the end of the three-year period they will be refunded the amount they have saved.
Outstanding SAYE awards at 31 December 2021 had exercise prices of 38p and remaining contractual lives of 3.4 years.
The weighted average remaining contractual life is 3.4 years.
Tullow Oil plc 2021 Annual Report and Accounts
143
FINANCIAL STATEMENTS Note 23. Share-based payments continued
UK and Irish Share Incentive Plans (SIPs)
These are all-employee plans set up in the UK and Ireland, to enable employees to save out of salary up to prescribed monthly
limits. Contributions are used by the SIP trustees to buy Tullow shares (Partnership Shares) at the end of each three-month
accumulation period. The Company makes a matching contribution to acquire Tullow shares (Matching Shares) on a one-for-one
basis. Under the UK SIP, Matching Shares are subject to time-based forfeiture over three years on leaving employment in certain
circumstances or if the related Partnership Shares are sold. The fair value of a Matching Share is its market value when it is awarded.
Under the UK SIP: (i) Partnership Shares are purchased at the lower of their market values at the start of the accumulation
period and the purchase date (which is treated as a three-month share option for IFRS 2 purposes and therefore results in an
accounting charge); and (ii) Matching Shares vest over the three years after being awarded (resulting in their accounting charge
being spread over that period).
Under the Irish SIP: (i) Partnership Shares are bought at the market value at the purchase date (which does not result in any
accounting charge); and (ii) Matching Shares vest over the two years after being awarded (resulting in their accounting charge
being spread over that period).
The following table illustrates the number and average weighted share price at grant or weighted average exercise price (WAEP)
of, and movements in, share options under the TIP, ESAP, 2010 SOP, 2020 buyout and SAYE.
2021 TIP –
2021 TIP –
2019 TIP –
2019 TIP –
2021 ESAP –
2021 ESAP –
2020 ESAP –
2020 ESAP –
2021 SOP –
2021 SOP –
2020 SOP –
2020 SOP –
number of shares
average weighted share price
at grant
number of shares
average weighted share price
at grant
number of shares
average weighted share price
at grant
number of shares
average weighted share price
at grant
number of shares
WAEP
number of shares
WAEP
2021 Buyout Awards – number of shares
2021 Buyout Awards – WAEP
2020 Buyout Awards – number of shares
2020 Buyout Awards – WAEP
2021 SAYE –
2021 SAYE –
2020 SAYE –
2020 SAYE –
number of phantom shares
WAEP
number of phantom shares
WAEP
Outstanding
as at
1 January
Granted
during
the year
Exercised
during
the year
Forfeited/
expired during
the year
Outstanding
at
31 December
Exercisable
at
31 December
28,116,828
2,488,749
8,191,155
673,619 21,740,803
2,054,238
133.0
60.5
19,803,133 10,133,701
188.8
(2,274,564)
81.8
105.3
454,558 28,116,828
191.2
4,394,115
203.6
10.9
222.2
226.3
133.0
214.3
29,919,699
–
9,462,175
2,818,626 17,638,898
5,181,246
126.1
213.4
22,256,115 21,858,732 (4,062,562) (10,132,586) 29,919,699 11,711,333
198.4
96.5
67.8
–
223.6
10.9
213.5
57.1
126.1
218.9
5,943,263
1,124.6
6,433,141
1,125.6
9,000,000
25.7
–
–
–
–
–
–
–
–
–
–
–
–
9,000,000
25.7
1,534,241
38.0
–
–
–
–
–
–
–
–
–
–
–
–
–
–
3,896,508
1,134.4
2,046,755
2,046,755
1,106.0
1,106.0
(489,878) 5,943,263 5,943,263
1,124.6
1,124.6
1,137.7
–
–
–
–
–
–
–
–
9,000,000
25.7
9,000,000
25.7
1,534,241
38.0
–
–
–
–
–
–
–
–
–
–
The options granted during the year were valued using a proprietary binomial valuation.
144
Tullow Oil plc 2021 Annual Report and Accounts
Notes to the Group Financial Statements continuedYear ended 31 December 2021 Note 23. Share-based payments continued
UK and Irish Share Incentive Plans (SIPs) continued
The following table details the weighted average fair value of awards granted and the assumptions used in the fair value
expense calculations.
Weighted average fair value of awards granted
Weighted average share price at exercise for awards exercised
Principal inputs to options valuations model:
Weighted average share price at grant
Weighted average exercise price
Risk-free interest rate per annum1
Expected volatility per annum1, 2
Expected award life (years)1, 3
Dividend yield per annum4
Employee turnover before vesting per annum1
2021 SAYE
2021 TIP
2020 TIP
2020 ESAP
2020 Buyout
34.8p
44.6p
60.5p
31.4p
60.5p
53.6p
38.0p
0.0p
0.7% 0.1%/0.4%
92% 101%/85%
3.0/5.0
n/a
5%/0%
3.6
0.0%
5%
10.9p
48.9p
10.9p
0.0p
0.3%
82%
3.0
n/a
5%
10.9p
25.8p
21.5p
–
27.7p
10.9p
25.7p
0.0p
–0.1%
0.3%
82% 78%–83%
4.9–6.2
0%
0%
3.0
n/a
5%
1. Shows the assumption for 2021 TIP awards made to Senior Management/Executives and Directors respectively. 2020 TIP Awards were made to senior
Management only.
2. Expected volatility was determined by calculating the historical volatility of the Company’s share price over a period commensurate with the expected life of the
awards. The fair values of the 2021 and 2020 TIP Awards are not affected by the assumption for the Company’s share price volatility.
3. The expected life is the average expected period from date of grant to exercise allowing for the Company’s best estimate of participants’ expected exercise behaviour.
4. No dividend yield assumption is needed for the fair value calculations for the 2021 TIP Awards as a dividend equivalent will be payable on the exercise of these awards.
Note 24. Commitments and contingencies
Capital commitments
Contingent liabilities
Performance guarantees
Other contingent liabilities
2021
$m
2020
$m
169.9
253.9
100.8
14.0
114.8
115.6
82.9
198.5
Where Tullow acts as operator of a Joint Venture the capital commitments reported represent Tullow’s net share of these commitments.
Where Tullow is non-operator the value of capital commitments is based on committed future work programmes.
Performance guarantees are in respect of abandonment obligations, committed work programmes and certain financial obligations.
Other contingent liabilities
This includes amounts for ongoing legal disputes with third parties where we consider the likelihood of a cash outflow to be higher than
remote but not probable. The timing of any economic outflow if it were to occur would likely range between one and five years.
Note 25. Related party transactions
The Directors of Tullow Oil plc are considered to be the only key Management personnel as defined by IAS 24 Related Party Disclosures.
Short term employee benefits
Post-employment benefits
Share-based payments
2021
$m
3.9
0.3
1.8
6.0
2020
$m
2.7
0.2
2.3
5.2
Short-term employee benefits
These amounts comprise fees paid to the Directors in respect of salary and benefits earned during the relevant financial year,
plus bonuses awarded for the year.
Post-employment benefits
These amounts comprise amounts paid into the pension schemes of the Directors.
Share-based payments
This is the cost to the Group of Directors’ participation in share-based payment plans, as measured by the fair value of options
and shares granted, accounted for in accordance with IFRS 2 Share-based Payment.
There are no other related party transactions. Further details regarding transactions with the Directors of Tullow Oil plc are
disclosed in the Remuneration Report on pages 69 to 85.
Tullow Oil plc 2021 Annual Report and Accounts
145
FINANCIAL STATEMENTS
26. Climate change and energy transition
In March 2021, Tullow announced its commitment to being Net Zero on our Scope 1 and Scope 2 emissions on a net equity basis
by 2030 supporting the goal of limiting global temperature rise to well below 2o C as per Article 2 of the Paris Agreement.
This note describes how Tullow has considered climate related impacts in some key areas of the financial statements and how
this translates into the valuation of assets and measurement of liabilities as Tullow make progress in the energy transition.
Note (ag) key sources of estimation uncertainties describes those uncertainties that have the potential to have a material effect
on the Group Balance Sheet in the next 12 months.
This note describes the key areas of climate impacts that potentially have short and longer-term effects on amounts recognised
in the Group Balance Sheet as at 31 December 2021. Where relevant this note contains references to other notes to the Group
Financial Statements and aims to provide an overarching summary.
Financial planning assumptions
Tullow targets to being Net Zero scope 1 and 2 emissions by 2030, compared to 2020 levels on a net equity basis and 40-45%
reduction in GHG by 2025 have been included in Tullow’s business plans.
The financial statements are based on reasonable and supportable assumptions that represent management’s current best
estimate of the range of economic conditions that may exist in the foreseeable future.
The Group has performed an assessment of the potential future impact of Climate Change on key elements of its Financial
Statements utilising the four IEA scenarios (see page 23 for details). The biggest impact on oil and carbon prices as contained in
the IEA scenarios is typically beyond 2030. The impact to Tullow’s forecast capex/opex due to climate risk is currently assessed
as minor in comparison to the impact of oil price changes. Our analysis demonstrates that the impact is lowest on our currently
producing assets, mitigating much of this impact, however it does have implications for new developments and exploration
assets more exposed to the fall in oil prices post 2030.
Similarly, while carbon prices are projected to grow there is low likelihood that carbon pricing elements will be formalised in
support of Article 6 of the Paris Agreement in our core geographies, and not before Tullow’s Scope 1 and 2 emissions have
peaked (before 2025). Tullow’s current internal shadow carbon price of $40/tCO2e remains suitable but will be reviewed in
line with IEA’s emerging market and developing economies carbon price assumptions and further developments in relation
to international carbon market instruments.
Pricing assumptions used will continue to be updated for changes in the economic environment and the pace of the energy transition.
Intangible exploration and evaluation assets
Under “Stated Policy Scenario”, “Announced Pledges Scenario” and "Sustainable Development Scenario", the Group believes
there would be no impact on its exploration portfolio. However the “Net Zero Emission by 2050 Scenario” represents a
challenging oil price environment for these future investments, particularly post 2030 when the bulk of the cash flows would be
generated from these types of projects. Therefore could result in a potential write-off of part or all of the $255 million net book
value if these scenarios were to arise.
Property, plant and equipment
The Group has included the costs in its impairment assessment directly attributable to CGU’s associated with its Net Zero plans.
Under “Stated Policy Scenario”, “Announced Pledges Scenario” and "Sustainable Development Scenario", the Group believes
there would be no/positive impact on its producing assets. However the “Net Zero Emission by 2050 Scenario” would trigger
reductions in cash flows of between 0–10%. Specially if the “net zero emission by 2050 scenario” were to arise the Group would
recognise an additional impairment of $591 million. As stated above the Group does not expect a material impact on any other
balance sheet line item as a result of the four IEA scenarios.
Decommissioning provision
The energy transition could result in decommissioning taking place earlier than anticipated. The risk on the timing of
decommissioning activities is limited, supported by production plans to fully produce fields in the foreseeable future.
The discount rate used to discount decommissioning provision is between 10-15-years term in line with the average
remaining life of our producing assets. Under the "Net Zero Emission by 2050 Scenario" cessation of production assumptions
would accelerate by; Ghana 0-5 years, Gabon 0-8 years and Espoir 5 years.
Governmental and societal responses to climate change risks are still developing, and are interdependent upon each other,
and consequently financial statements cannot capture all possible future outcomes as these are not yet known.
146
Tullow Oil plc 2021 Annual Report and Accounts
Notes to the Group Financial Statements continuedYear ended 31 December 2021 Note 27. Events since 31 December 2021
Adjusting events
On 15 February 2022 a panel of arbitrators, working under the jurisdiction of Norwegian law, delivered an award in favour of
HiTec Vision (HiTec) in relation to its dispute with Tullow (Award). The panel had been asked to adjudicate as to whether
discoveries made in the PL-537 Licence (Offshore Norway) between 2013 and 2016 had triggered a further payment under the
SPA between Tullow and HiTec regarding the purchase of Spring Energy in 2013. With the Award, the panel has decided by way
of split decision that conditions for a further payment outlined in the SPA were met. The Tribunal has ruled that Tullow should
pay $76 million. This amount also includes interest and costs. This has been recognised in the balance sheet as a liability as at
31 December 2021.
Non-adjusting events
FID for the Tilenga Project in Uganda and the East African Crude Oil Pipeline (EACOP) as reported by Total Energies Ltd on
1 February 2022 triggered a contingent consideration payment of $75 million in relation to Tullow’s sale of its assets in Uganda
to Total in 2020 which was received on 16 February 2022. This was recognised as a current receivable as at 31 December 2021.
There have not been any other events since 31 December 2021 that have resulted in a material impact on the year end results.
Note 28. Cash flow statement reconciliations
Purchases of intangible exploration and evaluation assets
Additions to intangible exploration and evaluation assets
Associated cash flows
Purchases of intangible exploration and evaluation assets
Non-cash movements/presented in other cash flow lines
Movement in working capital
Purchases of property, plant and equipment
Additions to property, plant and equipment
Associated cash flows
Purchases of property, plant and equipment
Non-cash movements/presented in other cash flow lines
Decommissioning asset revisions
Right-of-use asset additions
Movement in working capital
Movement in borrowings
Borrowings
Associated cash flows
Debt arrangement fees
Repayment of borrowings
Drawdown of borrowings
Non-cash movements/presented in other cash flow lines
Amortisation of arrangement fees and accrued interest
2021
$m
46.3
2020
$m
170.7
(86.1)
(213.6)
39.8
2021
$m
(42.9)
2020
$m
148.1
229.7
(150.4)
(217.3)
134.8
(73.5)
(59.0)
(14.9)
(16.5)
19.0
2021
$m
2020
$m
2019
$m
2021
Movement
2020
Movement
2,568.7
3,170.5
3,071.7
(601.8)
98.8
(56.6)
(2,379.9)
1,800.0
–
(185.0)
270.0
34.7
13.8
Note 29. Dividends
In 2021, the Board recommended that no interim or final dividend would be paid.
Tullow Oil plc 2021 Annual Report and Accounts
147
FINANCIAL STATEMENTS
Note 30. Tullow Oil plc subsidiaries
As at 31 December 2021
Each undertaking listed below is a subsidiary by virtue of Tullow Oil plc holding, directly or indirectly, a majority of voting rights
in the undertaking. The ownership percentages are equal to the effective equity owned by the Group. Unless otherwise noted,
the share capital of each undertaking comprises ordinary shares or the local equivalent thereof.
The percentage of equity owned by the Group is 100% unless otherwise noted. The results of all undertakings listed below are
fully consolidated in the Group’s Financial Statements.
Company name
Hardman Oil and Gas Pty Ltd
Hardman Resources Pty Ltd
Tullow Chinguetti Production Pty Ltd
Tullow Petroleum (Mauritania) Pty Ltd
Tullow Uganda Holdings Pty Ltd
Tullow Uganda Operations Pty Ltd
Tullow (EA) Holdings Limited
Country of incorporation
Direct or
indirect
Indirect
Australia
Indirect
Australia
Indirect
Australia
Indirect
Australia
Indirect
Australia
Australia
Indirect
British Virgin Islands Indirect
Planet Oil International Limited
England and Wales
Indirect
Tullow Argentina Limited
England and Wales
Indirect
Tullow Comoros Limited
England and Wales
Indirect
Tullow Côte d’Ivoire Onshore Limited
England and Wales
Indirect
Tullow EG Exploration Limited¹
England and Wales
Indirect
Tullow Gambia Limited²
England and Wales
Indirect
Tullow Group Services Limited
England and Wales
Direct
Tullow Jamaica Limited
England and Wales
Indirect
Tullow New Ventures Limited
England and Wales
Indirect
Tullow Mozambique Limited
England and Wales
Indirect
Tullow Oil 100 Limited
England and Wales
Direct
Tullow Oil 101 Limited
England and Wales
Direct
Tullow Oil Finance Limited
England and Wales
Direct
Tullow Oil SK Limited
England and Wales
Direct
Tullow Oil SNS Limited3
England and Wales
Direct
Tullow Oil SPE Limited
England and Wales
Direct
Tullow Peru Limited
England and Wales
Indirect
Tullow Senegal |Exploration Limited⁴
England and Wales
Indirect
Tullow Technologies Limited
England and Wales
Indirect
Tullow Uganda Midstream Limited⁵
England and Wales
Indirect
Tullow Uruguay Limited
England and Wales
Indirect
Tullow Oil Gabon SA
Gabon
Indirect
148
Tullow Oil plc 2021 Annual Report and Accounts
Address of registered office
Level 9, 1 William Street, Perth WA 6000, Australia
Level 9, 1 William Street, Perth WA 6000, Australia
Level 9, 1 William Street, Perth WA 6000, Australia
Level 9, 1 William Street, Perth WA 6000, Australia
Level 9, 1 William Street, Perth WA 6000, Australia
Level 9, 1 William Street, Perth WA 6000, Australia
Ritter House, Wickhams Cay, Tortola, VG1110,
British Virgin Islands
9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
Rue Louise Charon B.P. 9773, Libreville
Notes to the Group Financial Statements continuedYear ended 31 December 2021 Note 30. Tullow Oil plc subsidiaries continued
As at 31 December 2021 continued
Company name
Country of incorporation
Tullow Gabon Limited
Isle of Man
Tullow Oil (Mauritania) Ltd
Guernsey
Direct or
indirect
Indirect
Indirect
Tullow Oil Holdings (Guernsey) Ltd
Guernsey
Indirect
Tullow Oil Limited
Ireland
Direct
Tullow Congo Limited
Isle of Man
Indirect
Tullow Gabon Holdings Limited
Isle of Man
Indirect
Tullow Mauritania Limited
Isle of Man
Indirect
Tullow Namibia Limited
Isle of Man
Indirect
Tullow Côte d’Ivoire Exploration Limited Jersey
Jersey
Tullow Côte d’Ivoire Limited
Jersey
Tullow Ghana Limited
Jersey
Tullow India Operations Limited
Jersey
Tullow Oil (Jersey) Limited
Jersey
Tullow Oil International Limited
Netherlands
Tullow Ethiopia BV
Indirect
Indirect
Indirect
Indirect
Direct
Indirect
Indirect
Tullow Guyana BV
Netherlands
Indirect
Tullow Hardman Holdings BV
Netherlands
Indirect
Tullow Kenya BV
Netherlands
Indirect
Tullow Netherlands Holding Cooperatief BA Netherlands
Indirect
Tullow Overseas Holdings BV
Netherlands
Direct
Tullow Suriname BV
Netherlands
Indirect
Tullow Uganda Holdings BV
Netherlands
Indirect
Tullow Zambia BV
Netherlands
Indirect
Tullow Oil Norge AS
Energy Africa Bredasdorp (Pty) Ltd
Norway
South Africa
Indirect
Indirect
Tullow South Africa (Pty) Limited
South Africa
Indirect
T.U. S.A.
Uruguay
Indirect
1. Struck off on 19 January 2021.
2. Struck off on 19 January 2021.
3. Struck off on 13 April 2021.
4. Struck off on 19 January 2021.
5. Struck off on 19 January 2021.
Address of registered office
First Names House, Victoria Road, Douglas
IM2 4DF, Isle of Man
P.O. Box 119, Martello Court, Admiral Park,
St. Peter Port GY1 3HB, Guernsey
P.O. Box 119, Martello Court, Admiral Park,
St. Peter Port GY1 3HB, Guernsey
Number 1, Central Park, Leopardstown, Dublin 18,
Ireland
First Names House, Victoria Road, Douglas
IM2 4DF, Isle of Man
First Names House, Victoria Road, Douglas
IM2 4DF, Isle of Man
First Names House, Victoria Road, Douglas
IM2 4DF, Isle of Man
First Names House, Victoria Road, Douglas
IM2 4DF, Isle of Man
44 Esplanade, St Helier JE4 9WG, Jersey
44 Esplanade, St Helier JE4 9WG, Jersey
44 Esplanade, St Helier JE4 9WG, Jersey
44 Esplanade, St Helier JE4 9WG, Jersey
44 Esplanade, St Helier JE4 9WG, Jersey
44 Esplanade, St Helier JE4 9WG, Jersey
9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
Prinses Margrietplantsoen 33, 2595AM
‘s-Gravenhage, The Netherlands
9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
Prinses Margrietplantsoen 33, 2595AM
’s-Gravenhage, The Netherlands
9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
Prinses Margrietplantsoen 33, 2595AM
’s-Gravenhage, The Netherlands
Prinses Margrietplantsoen 33, 2595AM
’s-Gravenhage, The Netherlands
9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
Tordenskioldsgate 6B, 0160 Oslo, Norway
11th Floor, Convention Tower, Heerengracht
Street, Foreshore, Cape Town 8001, South Africa
11th Floor, Convention Tower, Heerengracht
Street, Foreshore, Cape Town 8001, South Africa
Colonia 810, Of. 403, Montevideo, Uruguay
Tullow Oil plc 2021 Annual Report and Accounts
149
FINANCIAL STATEMENTS Note 31 Licence interests
Current exploration, development and production interests
Ghana
Licence/Unit area
Fields
Deepwater Tano
Jubilee, Wawa, Tweneboa,
Enyenra, Ntomme
Area
sq km
Tullow
interest
Operator
619
47.18% Tullow
West Cape Three Points Jubilee, Mahogany, Teak
150
25.66% Tullow
Jubilee Field Unit Area2
Jubilee, Mahogany, Teak
35.48% Tullow
Other partners
Kosmos, KEGIN¹, GNPC,
Jubilee Oil Holdings, Petro SA
Kosmos, GNPC,
Jubilee Oil Holdings, Petro SA
Kosmos, KEGIN¹, GNPC,
Jubilee Oil Holdings, Petro SA
1. Formerly Anadarko.
2. A unitisation agreement covering the Jubilee field was agreed by the partners of the West Cape Three Points and the Deepwater Tano licences. The Jubilee Unit
Area was expanded in 2017 to include the Mahogany and Teak fields. It now includes all of the remaining part of the West Cape Three Points licence and a small
part of the Deepwater Tano licence
Non-Operated
Licence/Unit area
Fields
Area
sq km
Tullow
interest
Operator
Côte d’Ivoire
CI-26 Special Area ‘E’
Gabon
Avouma
Ebouri
Echira
Etame
Ezanga
Gwedidi
Limande
Mabounda
Maroc
Maroc Nord
Mbigou
M'Oba
Niembi
Niungo
Oba
Omko
Onal
Simba
Tchatamba Marin
Tchatamba South
Tchatamba West
Turnix
Espoir
235
21.33% CNR
Avouma, South Tchibala
Ebouri
Echira
Etame, North Tchibala
Gwedidi
Limande
Mabounda
Maroc
Maroc Nord
Mbigou
M'Oba
Niembi
Niungo
Oba
Omko
Onal
Simba
Tchatamba Marin
Tchatamba South
Tchatamba West
Turnix
52
15
76
49
5,626
5
54
6
17
17
5
57
4
96
44
16
46
315
30
40
25
18
7.50% Vaalco
7.50% Vaalco
40.00% Perenco
7.50% Vaalco
8.57% Maurel & Prom
7.50% Maurel & Prom
40.00% Perenco
7.50% Maurel & Prom
7.50% Maurel & Prom
7.50% Maurel & Prom
7.50% Maurel & Prom
24.31% Perenco
7.50% Maurel & Prom
40.00% Perenco
10.00% Perenco
7.50% Maurel & Prom
7.50% Maurel & Prom
57.50% Perenco
25.00% Perenco
25.00% Perenco
25.00% Perenco
27.50% Perenco
Other partners
Petroci
Addax (Sinopec), Sasol, PetroEnergy
Addax (Sinopec), Sasol, PetroEnergy
Gabon Oil Company
Addax (Sinopec), Sasol, PetroEnergy
Gabon Oil Company
Gabon Oil Company
Gabon Oil Company
Gabon Oil Company
Gabon Oil Company
Gabon Oil Company
Gabon Oil Company
Gabon Oil Company
Gabon Oil Company
Gabon Oil Company
Gabon Oil Company
Gabon Oil Company
ONE-Dyas BV
ONE-Dyas BV
ONE-Dyas BV
Gabon Oil Company
150
Tullow Oil plc 2021 Annual Report and Accounts
Notes to the Group Financial Statements continuedYear ended 31 December 2021
Kenya
Licence
Kenya
Block 10BA
Block 10BB
Block 12B
Block 13T
Fields
Area
sq km
Tullow
interest
Operator
Amosing, Ngamia
Ekales, Twiga
11,569
6,172
6,200
4,719
50.00% Tullow
50.00% Tullow
100.00% Tullow
50.00% Tullow
Other partners
Africa Oil, Total
Africa Oil, Total
Africa Oil, Total
Exploration
Licence/Unit area
Fields
Argentina
Block MLO-114
Block MLO-119
Block MLO-122
Côte d’Ivoire
CI-524
Guyana
Kanuku
Orinduik
Area
sq km
Tullow
interest
Operator
5,942
4,546
4,420
40.00% Tullow
40.00% Tullow
100.00% Tullow
Other partners
Pluspetrol, Wintershall Dea
Pluspetrol, Wintershall Dea
551
90.00% Tullow
Petroci
5,165
1,776
37.50% Repsol
60.00% Tullow
Total
Total, Eco Atlantic O&G
Tullow Oil plc 2021 Annual Report and Accounts
151
FINANCIAL STATEMENTS
Notes
2021
$m
2020
Restated1
$m
1
4,350.3
3,366.1
4,350.3
3,366.1
3
4
5
5
5
7
7
544.8
74.1
619.0
509.0
5.9
514.9
4,969.2
3,881.0
(389.4)
(100.0)
(73.1)
(437.8)
(2,879.6)
–
(562.5)
(3,317.1)
(2,468.7)
(99.0)
(2,567.7)
–
–
–
(3,130.2)
(3,317.1)
1,839.0
563.9
214.2
1,294.7
671.5
194.5
(535.9)
211.7
1,294.7
671.5
194.5
(1,808.5)
1,839.0
563.9
Company balance sheet
As at 31 December 2021
ASSETS
Non-current assets
Investments
Current assets
Other current assets
Cash at bank
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Borrowings
Derivative financial instruments
Non-current liabilities
Borrowings
Derivative financial instruments
Total liabilities
Net assets
Capital and reserves
Called-up share capital
Share premium
Foreign currency translation reserve
Merger reserves
Retained earnings
Total equity
1. Please refer to Note 1 for details on prior year restatement.
During the year the Company made a profit of $1,263.8 million (2020: $1,906.9 million loss).
Approved by the Board and authorised for issue on 8 March 2022.
Rahul Dhir
Chief Executive Officer
Les Wood
Chief Financial Officer
152
Tullow Oil plc 2021 Annual Report and Accounts
Company statement of changes in equity (restated)
Year ended 31 December 2021
At 1 January 2020 (as previously reported)
Loss for the year (restated)
Exercising of employee share options
Share-based payment charges
As 1 January 2021 (as adjusted)
Profit for the year
Exercising of employee share options
Share-based payment charges
Share
capital
$m
210.9
–
0.8
–
211.7
–
2.5
–
Share
premium
$m
1,294.7
–
–
–
1,294.7
–
–
–
Foreign
Currency
Translation
reserve
$m
194.5
–
–
–
194.5
–
–
–
Merger
Reserves
$m
671.5
–
–
–
671.5
–
–
–
Retained
earnings
$m
(78.0)
(1,906.9)
(0.8)
20.9
(1,808.8)
1,263.8
(2.5)
11.6
Total
equity
$m
2,449.7
(1,906.9)
–
20.9
563.6
1,263.8
–
11.6
At 31 December 2021
214.2
1,294.7
194.5
671.5
(535.9)
1,839.0
Please refer to Note 1 for details on prior year restatement.
Tullow Oil plc 2021 Annual Report and Accounts
153
FINANCIAL STATEMENTS Company accounting policies
As at 31 December 2021
(a) General information
Tullow Oil plc is a company incorporated in the United Kingdom under the Companies Act. The address of the registered office
is Tullow Oil plc, Building 9, Chiswick Park, 566 Chiswick High Road, London W4 5XT. The Financial Statements are presented
in US dollars and all values are rounded to the nearest $0.1 million, except where otherwise stated. Tullow Oil plc is the ultimate
Parent of the Group.
(b) Basis of preparation
The Company meets the definition of a qualifying entity under Financial Reporting Standard 100 (FRS 100) issued by the
Financial Reporting Council. The Financial Statements have therefore been prepared in accordance with Financial Reporting
Standard 101 (FRS 101) Reduced Disclosure Framework as issued by the Financial Reporting Council.
The following exemptions from the requirements of IFRS have been applied in the preparation of these Financial Statements,
in accordance with FRS 101:
- paragraphs 45(b) and 46 to 52 of IFRS 2 Share-based Payment (details of the number and weighted average exercise prices
of share options, and how the fair value of goods or services received was determined);
- IFRS 7 Financial Instruments: Disclosures;
- paragraphs 91 to 99 of IFRS 13 Fair Value Measurement (disclosure of valuation techniques and inputs used for fair value
measurement of assets and liabilities); and
- paragraph 38 of IAS 1 Presentation of Financial Statements – comparative information requirements in respect of certain
assets.
The following paragraphs of IAS 1 Presentation of Financial Statements:
- 10(d) (statement of cash flows);
- 111 (cash flow statement information);
- 134–136 (capital management disclosures);
- IAS 7 Statement of Cash Flows;
- paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;
- paragraph 17 of IAS 24 Related Party Disclosures (key Management compensation); and
- the requirements in IAS 24 Related Party Disclosures, to disclose related party transactions entered into between two or more
members of a group. Where relevant, equivalent disclosures have been given in the Group accounts.
The Financial Statements have been prepared on the historical cost basis, except for derivative financial instruments that have
been measured at fair value.
The Company has applied the exemption from the requirement to publish a separate profit and loss account for the Parent
Company set out in section 408 of the Companies Act 2006.
During the year the Company made a profit of $1,263.8 million (2020: $1,906.9 million loss).
(c) Going concern
Refer to the Basis of preparation in the Accounting Policies section of the Group accounts.
(d) Foreign currencies
The US dollar is the functional and presentational currency of the Company. Transactions in foreign currencies are translated
at the rates of exchange ruling at the transaction date. Monetary assets and liabilities denominated in foreign currencies are
translated into US dollars at the rates of exchange ruling at the balance sheet date, with a corresponding charge or credit to the
income statement. However, exchange gains and losses arising on long-term foreign currency borrowings, which are a hedge
against the Company’s overseas investments, are dealt with in reserves.
154
Tullow Oil plc 2021 Annual Report and Accounts
(e) Share-based payments
The Company has applied the requirements of IFRS 2 Share-based Payments. The Company has share-based awards that are
equity settled and cash settled as defined by IFRS 2. The fair value of the equity settled awards has been determined at the date
of grant of the award allowing for the effect of any market-based performance conditions. This fair value, adjusted by the
Company’s estimate of the number of awards that will eventually vest as a result of non-market conditions, is expensed
uniformly over the vesting period.
The fair values were calculated using a binomial option pricing model with suitable modifications to allow for employee turnover
after vesting and early exercise. Where necessary, this model is supplemented with a Monte Carlo model. The inputs to the
models include: the share price at date of grant; exercise price; expected volatility; expected dividends; risk-free rate of interest;
and patterns of exercise of the plan participants.
For cash settled awards, a liability is recognised for the goods or service acquired, measured initially at the fair value of the
liability. At each balance sheet date until the liability is settled, and at the date of settlement, the fair value of the liability is
remeasured, with any changes in fair value recognised in the income statement.
(f) Investments
Investments in subsidiaries are accounted for at cost less any provision for impairment.
(g) Financial assets
The Company classifies its financial assets in the following categories: at fair value through profit or loss; and loans and
receivables. The classification depends on the purpose for which the financial assets were acquired.
Management determines the classification of its financial assets at initial recognition. As of 31 December 2021, all financial
assets were classified at amortised cost.
Assets are classified and measured at amortised cost when the business model of the Company is to collect contractual cash
flows and the contractual terms give rise to cash flows that are solely payments of principal and interest. These assets are
carried at amortised cost using the effective interest method if the time value of money is significant. Gains and losses are
recognised in profit or loss when the assets are derecognised, modified or impaired.
(h) Financial liabilities
The measurement of financial liabilities is determined by the initial classification.
i) Financial liabilities at fair value through profit or loss:
Those balances that meet the definition of being held for trading are measured at fair value through profit or loss. Such
liabilities are carried on the balance sheet at fair value with gains or losses recognised in the income statement.
Intercompany derivative liabilities fall under this category of financial instruments.
ii) Financial liabilities measured at amortised cost:
All financial liabilities not meeting the criteria of being classified at fair value through profit or loss are classified as financial
liabilities measured at amortised cost. The instruments are initially recognised at their fair value net of transaction costs that
are directly attributable to the issue of financial liability. Subsequent to initial recognition, financial liabilities are measured at
amortised cost using the effective interest method.
Borrowings and trade creditors fall under this category of financial instruments.
(i) Share issue expenses
Costs of share issues are written off against the premium arising on the issues of share capital.
(j) Finance costs of debt
Finance costs of debt are recognised in the profit and loss account over the term of the related debt at a constant rate on the
carrying amount.
Interest-bearing borrowings are recorded as the proceeds received, net of direct issue costs. Finance charges, including
premiums payable on settlement or redemption and direct issue costs, are accounted for on an accruals basis in the income
statement using the effective interest method and are added to the carrying amount of the instrument to the extent that they are
not settled in the period in which they arise.
Tullow Oil plc 2021 Annual Report and Accounts
155
FINANCIAL STATEMENTS Company accounting policies continued
As at 31 December 2021
(k) Taxation
Current and deferred tax, including UK corporation tax and overseas corporation tax, are provided at amounts expected to be paid
using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred corporation tax
is recognised on all temporary differences that have originated but not reversed at the balance sheet date where transactions
or events that result in an obligation to pay more, or right to pay less, tax in the future have occurred at the balance sheet date.
Deferred tax assets are recognised only to the extent that it is considered more likely than not that there will be suitable taxable
profits from which the underlying temporary differences can be deducted. Deferred tax is measured on a non-discounted basis.
Deferred tax is provided on temporary differences arising on acquisitions that are categorised as business combinations. Deferred
tax is recognised at acquisition as part of the assessment of the fair value of assets and liabilities acquired. Any deferred tax is
charged or credited in the income statement as the underlying temporary difference is reversed.
(l) Capital management
The Company defines capital as the total equity of the Company. Capital is managed in order to provide returns for shareholders
and benefits to stakeholders and to safeguard the Company’s ability to continue as a going concern. Tullow is not subject to any
externally imposed capital requirements. To maintain or adjust the capital structure, the Company may adjust the dividend
payment to shareholders, return capital, issue new shares for cash, repay debt, and put in place new debt facilities.
(m) Critical accounting judgements and key sources of estimation uncertainty
The Group assesses critical accounting judgements annually. The following are the critical judgements, apart from those
involving estimations which are dealt with in policy (ag), that the Directors have made in the process of applying the Group’s
accounting policies and that have the most significant effect on the amounts recognised in the Financial Statements.
Investments (note 1):
The Company is required to assess the carrying values of each of its investments in subsidiaries for impairment. The net assets
of certain of the Company’s subsidiaries are predominantly intangible exploration and evaluation (E&E) and property, plant and
equipment assets.
Where facts and circumstances indicate that the carrying amount of an E&E asset held by a subsidiary may exceed its
recoverable amount, by reference to the specific indicators of impairment of E&E assets, an impairment test of the asset is
performed by the subsidiary undertaking and the asset is impaired by any difference between its carrying value and its
recoverable amount. The recognition of such an impairment by a subsidiary is used by the Company as the primary basis for
determining whether or not there are indications that the investment in the related subsidiary may also be impaired, and thus
whether an impairment test of the investment carrying value needs to be performed. The results of exploration activities are
inherently uncertain and the assessment of impairment of E&E assets by the subsidiary, and that of the related investment by
the Company, is judgemental.
For property, plant and equipment, the value of assets/fields supporting the investment value is assessed by estimating the
discounted future cash flows based on Management’s expectations of future oil and gas prices and future costs.
In order to discount the future cash flows the Group calculates CGU-specific discount rates. The discount rates are based on
an assessment of a relevant peer group’s post-tax weighted average cost of capital (WACC). The post-tax WACC is subsequently
grossed up to a pre-tax rate. The Group then deducts any exploration risk premium which is implicit within a peer group’s WACC.
Where there is evidence of economic interdependency between fields, such as common infrastructure, the fields are grouped as
a single CGU for impairment purposes.
Amounts due from subsidiary undertakings (note 3):
The Company is required to assess the carrying values of each of the amounts due from subsidiary undertakings, considering
the requirements established by IFRS 9 Financial Instruments.
The IFRS 9 impairment model requires the recognition of ‘expected credit losses’, in contrast to the requirement to recognise
‘incurred credit losses’ under IAS 39. Where conditions exist for impairment on amounts due from subsidiary undertakings
expected credit losses assume that repayment of a loan is demanded at the reporting date. If the subsidiary has sufficient liquid
assets to repay the loan if demanded at the reporting date, the expected credit loss is likely to be immaterial. However, if the
subsidiary cannot demonstrate the ability to repay the loan, if demanded at the reporting date, the Company calculates an
expected credit loss. This calculation considers the percentage of loss of the amount due from subsidiary undertakings, which
involves judgement around how amounts would likely be recovered, and over what time they would be recovered.
156
Tullow Oil plc 2021 Annual Report and Accounts
Notes to the Company Financial Statements
Year ended 31 December 2021
Note 1. Investments
Subsidiary undertakings
2021
$m
2020
Restated
$m
4,350.3
3,366.1
4,350.3
3,366.1
The movement in Company's investment in subsidiaries of $984.2 million (2020: $1,175.4 million) is due to additions of
$317.0 million (2020: $761.0 million) and net impairment reversal of $667.2 million (2020: $1,975.0 impairment charge) which
was recognised against the Company’s investments in subsidiaries in relation to losses incurred by Group service companies
and exploration companies and underlying value of the Group’s production companies. (Refer to notes 9 and 10 in the Notes to
the Group Financial Statements.)
Tullow Oil (Jersey) Limited
Tullow Oil SK Limited
Tullow Group Services Limited
Tullow Overseas Holdings B.V.
Tullow Oil SPE Limited
Tullow Gabon Holdings Limited
Tullow Oil Finance Limited
Total
Trigger for
2021
impairment/
(reversal)
2021
Impairment/
(reversal)
$m
2021
Remaining
recoverable
amount
$m
2020
Impairment
Restated
$m
a
a
a
a,b,c
n/a
n/a
a
0.1
17.4
11.1
(755.8)
–
–
60.0
–
–
–
4,273.2
65.3
11.8
–
–
75.8
85.2
1,814.0
–
–
–
2020
Remaining
recoverable
amount
Restated
$m
–
–
–
3,300.8
65.3
–
–
(667.2)
4,350.3
1,975.0
3,366.1
a. Reduction in net asset value as a result of impairment of direct and indirect subsidiaries.
b.
Impact of loss making subsidiaries.
c. Net impairment reversal due to increased headroom in Jubilee and Gabon.
Comparative information in respect of impairment charge and remaining recoverable amount has been restated in relation to
the recognition of additional impairment of investments in subsidiaries due to an error from the exclusion of certain group
adjustments from the net book value of investments. The investment balance as at 31 December 2020 was overstated and
impairment charge for the year ended 31 December 2020 was understated by $38.7 million.
The Company’s subsidiary undertakings as at 31 December 2021 are listed on pages 148 to 149. The principal activity of all
companies relates to oil and gas exploration, development and production.
Climate change
The value of property, plant and equipment and E&E assets supporting the investment value will be affected by the potential
future impact of Climate Change. The Company estimates that the impact on oil and carbon prices as contained in the IEA
scenarios on the value of assets held by subsidiaries could result in a potential write off of investments of up to $846 million.
Refer to note 26 to the Group Financial Statements.
Note 2. Deferred tax
The Company has tax losses of $874.7 million (2020: $620.0 million) that are available indefinitely for offset against future
non-ring-fenced taxable profits in the Company. A deferred tax asset of $nil (2020: $nil) has been recognised in respect of
these losses on the basis that the Company does not anticipate making non-ring-fenced profits in the foreseeable future.
Note 3. Other current assets
Amounts falling due within one year
Other debtors
Due from subsidiary undertakings
2021
$m
7.3
537.5
544.8
2020
$m
8.4
500.6
509.0
The amounts due from subsidiary undertakings include $564.2 million (2020: $200.1 million) that incurs interest at LIBOR plus
4.5% (2020: LIBOR plus 4.5%). The remaining amounts due from subsidiaries accrue no interest. All amounts are repayable on
demand. At 31 December 2021 a provision of $26.7 million (2020: $444.2 million) was held in respect of the recoverability of
amounts due from subsidiary undertakings.
Tullow Oil plc 2021 Annual Report and Accounts
157
FINANCIAL STATEMENTS
Notes to the Company Financial Statements continued
Year ended 31 December 2021
Note 4. Trade and other payables
Amounts falling due within one year
Accrued interest
Accruals
Provisions
Due to subsidiary undertakings
Note 5. Borrowings
Current
Borrowings – within one year
6.25% Senior Note due 2022 ($650 million)
Reserves Based Lending credit facility
7.00% Senior Notes due 2025 ($800 million)
10.25% Senior Secured Notes due 2026 ($1,800 million)
Non-current
Borrowings – after one year but within five years
7.00% Senior Notes due 2025 ($800 million)
10.25% Senior Secured Notes due 2026 ($1,800 million)
Carrying value of total borrowings
2021
$m
42.2
1.2
1.6
344.4
389.4
2020
$m
31.5
–
–
406.3
437.8
2021
$m
2020
$m
–
–
–
100.0
100.0
646.7
1,441.7
791.2
–
2,879.6
792.1
1,676.6
2,468.7
–
–
–
2,568.7
2,879.6
On 17 May 2021, the Company completed a comprehensive debt refinancing with the issuance of a five-year $1.8 billion high-yield
bond (2026 Notes) and a new $600 million Super Senior Revolving Credit Facility (‘SSRCF’) which will primarily be used for
working capital purposes.
The 2026 Notes, maturing in May 2026, require an annual prepayment of $100 million, in May, of the outstanding principal
amount plus accrued and unpaid interest, with the balance due on maturity.
The Senior Notes due 2025 is payable in a single payment in March 2025.
The SSRCF, maturing in December 2024, comprises of (i) a $500 million revolving credit facility and (ii) a $100 million letter
of credit facility. The revolving credit facility remains undrawn as at 31 December 2021.
The 2026 Notes and the SSRCF are senior secured obligations of Tullow Oil plc and are guaranteed by certain of the
Group's subsidiaries.
As at 31 December 2020, the Group assessed that it did not have an unconditional right to defer payment of its Reserves Based
Lending Facility, Senior Notes due 2022, or Senior Notes due 2025 based on a forecast breach in covenants; as such, these
borrowings were classified as current. Following the debt refinancing in May 2021, the Senior Notes due 2025 have been
reclassified as non-current in line with their contractual maturity.
Note 6. Financial instruments
Disclosure exemptions adopted
Where equivalent disclosures for the requirements of IFRS 7 Financial Instruments: Disclosures and IFRS 13 Fair Value
Measurements have been included in the 2021 Annual Report and Accounts of Tullow Oil plc, the Company has adopted the
disclosure exemptions available to the Company’s accounts.
Financial risk management objectives
The Company follows the Group’s policies for managing all its financial risks.
Fair values of derivative instruments
All derivatives are recognised at fair value on the balance sheet with valuation changes recognised immediately in the income
statement. Fair value is the amount for which the asset or liability could be exchanged in an arm’s-length transaction at the
relevant date. Where available, fair values are determined using quoted prices in active markets. To the extent that market
prices are not available, fair values are estimated by reference to market-based transactions, or using standard valuation
techniques for the applicable instruments and commodities involved. The Company had an intercompany oil derivative trade
with a wholly owned subsidiary which matured on 31 December 2021.
158
Tullow Oil plc 2021 Annual Report and Accounts
Note 6. Financial instruments continued
The Company’s derivative carrying and fair values were as follows:
Assets/liabilities
Option market value
Oil derivatives
Deferred premium
Oil derivatives
Total assets
Total liabilities
2021
Less than
1 year
$m
2021
1–3 years
$m
2021
Total
$m
2020
Less than
1 year
$m
2020
1–3 years
$m
2020
Total
$m
(51.0)
(66.6)
(117.6)
(22.1)
(32.4)
(54.5)
–
–
–
(73.1)
(99.0)
(172.1)
–
–
–
–
–
–
–
–
–
–
–
–
The following provides an analysis of the Company’s financial instruments measured at fair value, grouped into Levels 1 to 3
based on the degree to which the fair value is observable:
Level 1: fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: fair value measurements are those derived from inputs other than quoted prices included within Level 1 which are
observable for the asset or liability, either directly or indirectly; and
Level 3: fair value measurements are those derived from valuation techniques which include inputs for the asset or liability that
are not based on observable market data.
All of the Company’s derivatives are Level 2 (2020: Level 2). There were no transfers between fair value levels during the year.
For financial instruments which are recognised on a recurring basis, the Company determines whether transfers have occurred
between levels by re-assessing categorisation (based on the lowest-level input which is significant to the fair value
measurement as a whole) at the end of each reporting period.
Income statement summary
Derivative fair value movements during the year which have been recognised in the income statement were as follows:
Loss on derivative instruments
Oil derivatives
2021
$m
(172.1)
2020
$m
(2.1)
Cash flow and interest rate risk
The interest rate profile of the Company’s financial assets and liabilities, excluding trade and other receivables and trade and
other payables, at 31 December 2021 and 31 December 2020 was as follows:
US$
Euro
2021
Cash at bank
$m
2021
Fixed rate
debt
$m
2021
Floating rate
debt
$m
2021
Total
$m
2020
Cash at bank
$m
2020
Fixed rate
debt
$m
2020
Floating rate
debt
$m
2020
Total
$m
74.1
–
74.1
(2,600.0)
–
(2,600.0)
–
–
–
(2,525.9)
–
(2,525.9)
5.8
0.1
5.9
(1,450.0)
–
(1,431.0)
–
(2,875.2)
0.1
(1,450.0)
(1,431.0)
(2,875.1)
Cash at bank consisted of $20.8 million (2020: $nil) deposits which earn interest at rates set in advance for periods ranging
from overnight to three months by reference to market rates. The remaining balance is held in bank accounts which are either
interest free or earns interest at floating rates based on daily bank deposit rates.
Tullow Oil plc 2021 Annual Report and Accounts
159
FINANCIAL STATEMENTS
Notes to the Company Financial Statements continued
Year ended 31 December 2021
Note 6. Financial instruments continued
Liquidity risk
The following table details the Company’s remaining contractual maturities for its non-derivative financial liabilities with agreed
repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the
earliest date on which the Company can be required to pay.
31 December 2021
Non-interest bearing
Fixed interest rate instruments
Principal repayments
Interest charge
31 December 2020
Non-interest bearing
Fixed interest rate instruments
Principal repayments
Interest charge
Variable interest rate instruments
Principal repayments
Interest charge
Weighted
average
effective
interest rate
n/a
9.3%
Weighted
average
effective
interest rate
n/a
6.9%
5.6%
Less than
1 month
$m
1–3
months
$m
3 months
to 1 year
$m
1–5
years
$m
5+
years
$m
–
–
–
–
18.7
370.7
–
–
28.0
46.7
100.0
207.0
677.7
2,500.0
689.0
3,189.0
–
–
–
–
Less than
1 month
$m
1–3
months
$m
3 months
to 1 year
$m
1–5
years
$m
5+
years
$m
31.5
–
406.0
–
–
–
–
4.3
35.8
–
28.0
–
9.9
37.9
–
68.6
–
44.4
1,450.0
216.3
1,431.0
217.5
519.0
3,314.8
–
–
–
–
–
–
Total
$m
389.4
2,600.0
924.0
3,913.4
Total
$m
437.5
1,450.0
312.9
1,431.0
276.1
3,907.5
Note 7. Called-up equity share capital and share premium account
Allotted equity share capital and share premium
At 1 January 2020
Issued during the year
Exercise of share options
At 1 January 2021
Issued during the year
Exercise of share options
At 31 December 2021
Equity share
capital allotted
and fully paid
Number
Share
capital
$m
Share
premium
$m
1,407,897,951
210.9
1,294.7
6,173,826
0.8
–
1,414,071,777
211.7
1,294.7
18,008,320
2.5
–
1,432,080,097
214.2
1,294.7
The Company does not have an authorised share capital. The par value of the Company’s shares is 10p.
160
Tullow Oil plc 2021 Annual Report and Accounts
Alternative performance measures
The Group uses certain measures of performance that are not
specifically defined under IFRS or other generally accepted
accounting principles. These non-IFRS measures include
capital investment, net debt, gearing, adjusted EBITDAX,
underlying cash operating costs, free cash flow, underlying
operating cash flow and pre-financing free cash flow.
Capital investment
Capital investment is defined as additions to property, plant
and equipment and intangible exploration and evaluation
assets less decommissioning asset additions, right-of-use
asset additions, capitalised share-based payment charge,
capitalised finance costs, additions to administrative assets,
Norwegian tax refund and certain other adjustments. The
Directors believe that capital investment is a useful indicator
of the Group’s organic expenditure on exploration and appraisal
assets and oil and gas assets incurred during a period because
it eliminates certain accounting adjustments such as capitalised
finance costs and decommissioning asset additions.
Additions to property, plant and
equipment
Additions to intangible exploration
and evaluation assets
Less:
Changes to Decommissioning asset
estimates
Right-of-use asset additions
Lease payments related to capital
activities
Additions to administrative assets
Other non-cash capital expenditure
Capital investment
Movement in working capital
Additions to administrative assets
Cash capital expenditure
per the cash flow statement
2021
$m
2020
$m
148.1
229.7
46.3
170.7
(134.8)
73.5
(26.8)
1.6
17.7
263.2
(28.3)
1.6
14.9
16.5
(4.0)
9.6
75.3
288.1
133.2
9.6
236.5
430.9
Net debt
Net debt is a useful indicator of the Group’s indebtedness,
financial flexibility and capital structure because it indicates
the level of cash borrowings after taking account of cash and
cash equivalents within the Group’s business that could be
utilised to pay down the outstanding cash borrowings. Net
debt is defined as current and non-current borrowings plus
non-cash adjustments, less cash and cash equivalents.
Non-cash adjustments include unamortised arrangement
fees, adjustment to convertible bonds, and other adjustments.
The Group’s definition of net debt does not include the Group’s
leases as the Group’s focus is the management of cash
borrowings and a lease is viewed as deferred capital investment.
The value of the Group’s lease liabilities as at 31 December 2021
was $251.5 million current and $911.9 million non-current; it
should be noted that these balances are recorded gross for
operated assets and are therefore not representative of the
Group’s net exposure under these contracts.
Borrowings
Non-cash adjustments
Less cash and cash equivalents
Net debt
2021
$m
2,568.7
31.3
(469.1)
2020
$m
3,170.5
10.5
(805.4)
2,130.9
2,375.6
Gearing and adjusted EBITDAX
Gearing is a useful indicator of the Group’s indebtedness,
financial flexibility and capital structure and can assist
securities analysts, investors and other parties to evaluate
the Group. Gearing is defined as net debt divided by adjusted
EBITDAX. Adjusted EBITDAX is defined as profit/(loss) from
continuing activities adjusted for income tax (expense)/credit,
finance costs, finance revenue, gain on hedging instruments,
depreciation, depletion and amortisation, share-based
payment charge, restructuring costs, gain/(loss) on disposal,
exploration costs written off, impairment of property, plant
and equipment net, and provision for onerous service contracts.
Loss from continuing activities
Adjusted for:
Income tax expense/ (credit)
Finance costs
Finance revenue
Loss on hedging instruments
Depreciation, depletion and
amortisation
Share-based payment charge
Restructuring costs and provisions
for onerous contracts
Gain/ (loss) on disposal
Exploration costs written off
Impairment of property, plant and
equipment, net
Adjusted EBITDAX
Net debt
Gearing (times)
2021
$m
2020
$m
(80.7)
(1,221.5)
283.4
356.1
(44.3)
–
378.9
11.6
61.8
(120.3)
59.9
54.3
960.7
(51.9)
314.3
(59.4)
0.8
467.1
21.0
92.8
3.4
986.7
250.6
803.9
2,130.9
2,375.6
2.2
3.0
Tullow Oil plc 2021 Annual Report and Accounts
161
SUPPLEMENTARY INFORMATION
Underlying operating cash flow
This is a useful indicator of the Group’s assets ability to
generate cash flow to fund further investment in the business,
reduce borrowing and provide returns to shareholders.
Underlying operating cash flow is defined as net cash from
operating activities less repayments of obligations under
leases plus decommissioning expenditure.
Pre-financing free cash flow
This is a useful indicator of the Group’s ability to generate
cash flow to reduce borrowings and provide returns to
shareholders through dividends. Pre-financing free cash flow
is defined as net cash from operating activities, and net cash
used in investing activities, less repayment of obligations
under leases and foreign exchange gain.
2021
2020
Net cash from operating activities
786.9
698.6
Less:
Decommissioning expenditure
Lease payments related to capital
activities
Plus:
Repayment of obligations under
leases
Operating cash flow
Net cash from/(used) in investing
activities
Decommissioning expenditure
Lease payments related to capital
activities
52.8
26.8
57.7
–
(155.9)
(158.2)
710.6
598.1
(101.7)
(52.8)
84.3
(57.7)
(26.8)
–
Pre-financing free cash flow
529.3
624.7
Alternative performance measures continued
Underlying cash operating costs
Underlying cash operating costs is a useful indicator of the
Group’s costs incurred to produce oil and gas. Underlying
cash operating costs eliminates certain non-cash accounting
adjustments to the Group’s cost of sales to produce oil and
gas. Underlying cash operating costs is defined as cost of
sales less operating lease expense, depletion and amortisation
of oil and gas assets, underlift, overlift and oil stock movements,
share-based payment charge included in cost of sales, and
certain other cost of sales. Underlying cash operating costs
are divided by production to determine underlying cash
operating costs per boe. In 2020 and 2021, Tullow incurred
abnormal non- recurring costs which are presented separately
below. The adjusted normalised cash operating costs are a
helpful indicator to the forward underlying costs of the business.
Cost of sales
Less:
Depletion and amortisation of oil and
gas and leased assets
Underlift, overlift and oil stock
movements
Share-based payment charge
included in cost of sales
Other cost of sales
Underlying cash operating costs
Covid-19 & OOSYS costs
Total normalised operating costs
Production (mmboe)
Underlying cash operating costs per
boe ($/boe)
Normalised cash operating costs
per boe ($/boe)
2021
$m
2020
$m
638.9
993.6
360.9
446.4
(20.0)
160.5
0.5
28.8
268.7
(7.9)
260.8
21.6
0.9
54.1
331.7
(11.2)
320.8
27.4
12.4
12.1
12.1
11.8
Free cash flow
Free cash flow is a useful indicator of the Group’s ability to
generate cash flow to fund the business and strategic acquisitions,
reduce borrowings and provide returns to shareholders
through dividends. Free cash flow is defined as net cash from
operating activities, and net cash used in investing activities,
less debt arrangement fees, repayment of obligations under
leases, finance costs paid, and foreign exchange gain.
Net cash from operating activities
Net cash from/(used) in
investing activities
Repayment of obligations
under leases
Finance costs paid
Debt arrangement fees
Foreign exchange gain
Free cash flow
2021
$m
2020
$m
786.9
698.6
(101.7)
84.3
(155.9)
(234.9)
(56.6)
6.9
244.7
(158.2)
(198.5)
–
5.4
431.6
162
Tullow Oil plc 2021 Annual Report and Accounts
Shareholder information
Financial calendar
2021 full year results announced
Annual General Meeting
AGM trading update
9 March 2022
25 May 2022
25 May 2022
Trading statement and operational update
13 July 2022
2022 half-year results announced
November trading update
TBC
TBC
Shareholder enquiries
All enquiries concerning shareholdings, including notification
of change of address, loss of a share certificate or dividend
payments, should be made to the Company’s registrar.
For shareholders on the UK register, Computershare
provides a range of services through its online portal,
Investor Centre, which can be accessed free of charge
at www.investorcentre.co.uk. Once registered, this service,
accessible from anywhere in the world, enables shareholders
to check details of their shareholdings or dividends, download
forms to notify changes in personal details and access other
relevant information.
United Kingdom registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZY
Tel – UK shareholders: 0370 703 6242
Tel – Irish shareholders: +353 1 247 5413
Tel – overseas shareholders: +44 870 703 6242
Contact: www.investorcentre.co.uk/contactus
Ghana registrar
The Central Securities Depository (Ghana) Limited
4th Floor, Cedi House, P.M.B CT 465 Cantonments,
Accra, Ghana
Tel – Ghana shareholders: + 233 303 972 254/302 689 313
Contact: info@csd.com.gh
Share dealing service
A telephone share dealing service has been established for
shareholders with Computershare for the sale and purchase
of Tullow Oil shares. Shareholders who are interested in using
this service can obtain further details by calling the
appropriate telephone number below:
UK shareholders: 0370 703 0084
Irish shareholders: +353 1 447 5435
If you live outside the UK or Ireland and wish to trade you
can do so through the Computershare Trading Account.
To find out more or to open an account, please visit
www.computershare-sharedealing.co.uk or phone
Computershare on +44 870 707 1606.
ShareGift
If you have a small number of shares whose value makes it
uneconomical to sell, you may wish to consider donating them
to ShareGift which is a UK registered charity specialising in
realising the value locked up in small shareholdings for
charitable purposes. The resulting proceeds are donated
to a range of charities, reflecting suggestions received from
donors. Should you wish to donate your Tullow Oil plc shares
in this way, please download and complete a transfer form
from www.sharegift.org/forms, sign it and send it together
with the share certificate to ShareGift, PO Box 72253, London
SW1P 9LQ. For more information regarding this charity, visit
www.sharegift.org.
Electronic communication
To reduce impact on the environment, the Company
encourages all shareholders to receive their shareholder
communications, including Annual Reports and notices of
meetings, electronically. Once registered for electronic
communications, shareholders will be sent an email each
time the Company publishes statutory documents, providing
a link to the information.
Tullow actively supports Woodland Trust, the UK’s leading
woodland conservation charity. Computershare, together
with Woodland Trust, has established eTree, an environmental
programme designed to promote electronic shareholder
communications. Under this programme, the Company makes
a donation to eTree for every shareholder who registers for
electronic communication. To register for this service, simply
visit http://www.investorcentre.co.uk/etreeuk/tullowoilplc with
your shareholder number and email address to hand.
Shareholder security
Shareholders are advised to be cautious about any unsolicited
financial advice, offers to buy shares at a discount or offers
of free Company reports. More detailed information can be
found at http://scamsmart.fca.org.uk/ and in the Shareholder
Services section of the Investors area of the Tullow website:
www.tullowoil.com.
Corporate brokers
Barclays
5 North Colonnade, Canary Wharf, London E14 4BB
J. P. Morgan Cazenove
25 Bank Street, Canary Wharf, London E14 5JP
Davy
Davy House, 49 Dawson Street, Dublin 2 Ireland
Tullow Oil plc 2021 Annual Report and Accounts
163
SUPPLEMENTARY INFORMATION Commercial reserves and contingent resources summary
(unaudited) working interest basis
Ghana
Non-Operated
Kenya
Exploration
Total
Oil
mmbbl
Gas
bcf
Oil
mmbbl
Gas
bcf
Oil
mmbbl
Gas
bcf
Oil
mmbbl
Gas
bcf
Oil
mmbbl
Gas7
bcf
Petroleum
mmboe
Commercial reserves1
1 January 2021
Revisions3,4
Disposals⁶
Production
180.1
3.5
–
179.2
(40.3)
–
48.4
11.1
(14.6)
11.1
(2.7)
–
(15.3)
–
(6.1)
(1.3)
31 December 2021
168.3
138.9
38.8
7.1
–
–
–
–
–
Contingent resources2
1 January 2021
Revisions3,4,5
Disposals6
217.0
749.1
(4.9) (163.9)
59.5
0.3
78.4
–
170.8
60.6
–
–
(30.1)
(77.5)
–
31 December 2021
212.1
585.2
29.7
0.9
231.4
Total
31 December 2021
380.4
724.1
68.5
8.0
231.4
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
54.5
–
–
54.5
54.5
–
–
–
–
–
–
–
–
–
–
228.5
14.6
(14.6)
190.2
(43.0)
–
260.2
7.4
(14.6)
(21.4)
(1.3)
(21.6)
207.1
145.9
231.4
501.7
827.5
56.0 (163.9)
639.7
28.7
(30.1)
(77.5)
(43.0)
527.6
586.1
625.4
734.7
732.0
856.8
1. Proven and Probable Reserves above are as audited and reported by independent third-party reserve auditors. The auditor was provided with all the significant
data up until 31 December 2021.
2. Proven and Probable Contingent Resources above are also as audited and reported by independent third-party auditors based on best available information as of
31 December 2021.
3. Reserves and resources revision in Ghana relates to successful infill drilling in Jubilee, improved field uptime on the two FPSOs, and the maturation of a number
of projects including three new Jubilee wells, the TEN Enhancement project and the Tweneboa North Associated Gas project. This is partly offset by a downward
revision on Ntomme and Enyenra existing producing wells, reflecting field performance.
4. Reserves revision in Gabon mainly relates to successful execution of a number of workover projects on Echira, Ezanga, and Tchatamba, and an infill well on Simba.
5. Resources revision in Kenya relates to independent evaluation of resources by Gaffney Cline & Associates, incorporating production data from the Early Oil Pilot
Scheme (EOPS) and updated field development strategy. (See page 19 of the Operations Review).
6. Disposals consist of the sales of Equatorial Guinea (completed in March 2021) and Dussafu Asset (completed in June 2021).
7. A gas conversion factor of 6 mscf/boe is used to calculate the total Petroleum mmboe.
The Group provides for depletion and amortisation of tangible fixed assets on a net entitlements basis, which reflects the terms
of the Production Sharing Contracts related to each field. Total net entitlement reserves were 222.0 mmboe at 31 December 2021
(31 December 2020: 248.9 mmboe).
Contingent Resources relate to resources in respect of which development plans are in the course of preparation or further
evaluation is under way with a view to future development.
164
Tullow Oil plc 2021 Annual Report and Accounts
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RESULTS, REPORTS AND PRESENTATIONS
Financial results, corporate Annual Reports, webcasts and
fact books are all stored in the Investor Relations section
of our website: www.tullowoil.com/reports.
E-COMMUNICATIONS
All documents on the website are available to view without
any particular software requirement other than the software
which is available on the Group’s website.
For every shareholder who signs up for electronic
communications, a donation is made to the eTree initiative
run by Woodland Trust. You can register for email
communication at: www.etree.com/tullowoilplc.
COMPANY SECRETARY AND REGISTERED OFFICE
Adam Holland
Tullow Oil plc
9 Chiswick Park
566 Chiswick High Road
London
W4 5XT
United Kingdom
Tel: +44 20 3249 9000
Fax: +44 20 3249 8801
To contact any of Tullow’s principal subsidiary
undertakings, please find address details on
www.tullowoil.com/contacts
or send ‘in care of’ to Tullow’s registered address.
CBP011505
Tullow Oil plc’s commitment to environmental issues is reflected in
this Annual Report, which has been printed on Arena, an FSC®
certified material. This document was printed by Pureprint Group
using its environmental print technology, with 99% of dry waste
diverted from landfill, minimising the impact of printing on the
environment. The printer is a CarbonNeutral® company.
Both the printer and the paper mill are registered to ISO 14001.
Printed by Pureprint Group
Tullow Oil plc
9 Chiswick Park
566 Chiswick High Road
London W4 5XT
United Kingdom
Tel: +44 20 3249 9000
Fax: +44 20 3249 8801
Email: info@tullowoil.com
Website: www.tullowoil.com
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