Tullow Oil PLC 2021 Annual Report and Account Index
Tullow Oil PLC 2021 Annual Report and Account Index
Tullow Oil PLC 2021 Annual Report and Account Index
Key:
Exploration Development
Production Decommissioning
Mauritania
Guyana Ghana
Côte d’Ivoire
Gabon Kenya
Argentina
2021 key metrics
STRATEGIC REPORT
59,200 boepd 2021 key metrics
What we do
Our stakeholders
1
2
3
2020: 74,900 boepd
Our investment case 3
Our strategy 4
Chair’s statement 6
Operating cash flow
$711m
Chief Executive Officer’s statement 8
Business model 10
Markets12
2020: $598m A balanced scorecard 14
Operations review 16
Chief Financial Officer’s statement 21
Adjusted EBITDAX Finance review 24
$1.0bn Sustainability
Governance and risk management
28
36
2020: $0.8bn Section 172(1) statement 43
Viability statement 48
Non-financial reporting 50
Loss after tax
Corporate governance
$(81)m Directors’ report
Board of Directors
52
58
2020: $(1,222)m
Stakeholder engagement 60
Audit Committee report 61
Nominations Committee report 67
Capital investment
Safety and Sustainability
$263m Committee report69
Remuneration report 71
2020: $288m Other statutory information 88
Financial Statements
Net debt Statement of Directors’
$2.1bn responsibilities92
Independent auditor’s report
to the members of Tullow Oil plc 93
2020: $2.4bn
Group Financial Statements 105
Company Financial Statements 152
Gearing
2.2 times
2020: 3.0 times
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 is the process of identifying Developments require host Government The extraction and sale of hydrocarbons
potential hydrocarbons and involves approval and need to be commercially, can last decades, bringing material
acquiring seismic and drilling prospects. technically, environmentally and socially value to host nations through tax and
This may be followed by appraisal wells viable. Developments are capital royalties while providing revenue to the
to better understand the size and intensive, requiring spend on new participating oil and gas companies.
quality of a geological play. infrastructure as well as investment in When production ceases, facilities
local jobs and suppliers. are decommissioned, and the site is
fully remediated.
NA
INV
TIO
OUR
P E O PLE
West African
Engineering and subsurface production base Plan to reach gearing of 1.5x
technical expertise net debt: EBITDAX by 2025 at
Over 3 billion bbls of oil in place
$65/bbl
with <50% produced to date
Climate See more on page 40 Ethics & Conduct See more on page 41
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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STRATEGIC REPORT
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.
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.
year for the Company and I am A new direction and delivery in 2021
At the Capital Markets Day held in November 2020, Rahul and
excited to join at this important the team set out a new direction for Tullow. The long-term
stage in its development. With Business Plan focuses our capital principally on the large
resources that underpin our producing assets, while also
a stable balance sheet and a seeking to unlock value from our material positions in Kenya
and emerging basins. With a singular focus on costs, the team
clear strategy underpinned by is working to deliver high margins and cash flows to fund our
a commitment to Net Zero by investments and reduce debt. A disciplined approach to
capital allocation is ensuring high returns and rapid paybacks.
2030 and to responsible and Our strong geoscience and subsurface skills are enabling us
to maximise recovery and add additional resources to provide
safe operations, Tullow is further value from our producing base.
well positioned to re-establish I am pleased to report that in 2021 the team have made
itself as a leader in Africa.” 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,
Phuthuma Nhleko
along with the early evidence of operational improvements,
Chair
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.
STRATEGIC REPORT
I have been struck by the team’s commitment to cost in Africa to Tullow and to building relationships with our key
management and capital discipline. There has been a lot of stakeholders across our countries of operation. One of my
enthusiasm around Rahul’s encouragement to our staff to key areas of focus will be Ghana, where I hope to positively
treat every dollar of spend as if it was their own. I am very contribute to the delivery of the ‘Ghana Value Maximisation
supportive of this approach given that Tullow’s debt remains Plan’ and delivering shared prosperity to our host nation.
elevated. Achieving an optimum and sustainable capital I am also pleased to note the constructive relationship
structure and making the balance sheet more robust remains between Tullow and the Government of Ghana, even where
one of the Board’s top priorities. Furthermore, the now we have material differences of opinion in certain areas, and
evident inflationary pressures in the oil services sector continued strengthening of our partnership will be one of my
underline the importance of tight cost control. key areas of focus going forward.
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
“We believe that oil and gas leading oil and gas company in Africa.
STRATEGIC REPORT
beginning of 2021 to c.90,000 bopd by the end of the year. the dispute resolution process in Petroleum Agreements to
This production growth was partially offset by lower than resolve such disagreements. I commend the Government of
expected production at TEN following higher production Ghana for not letting this ongoing dispute distract from our
decline rates than expected at some wells. core business of developing and producing Ghana’s oil & gas
and I am confident this will continue to be the case going
The drilling programme in Ghana is at the core of our strategy forward. In Kenya, Cabinet Secretary for Energy, Hon. John
and underpins the Ghana Value Maximisation Plan. The early Munyes, and Permanent Secretary Andrew Kamau and their
success of this plan validates our thesis that we can deliver teams have monitored and challenged our thinking as we
production growth and value through a well-crafted capital developed the revised Field Development Plan. The Ivorian
investment programme. Because of this success, we are Energy Minister, Hon. Thomas Camara, and his team have
engaging with our partners in Ghana and considering whether engaged as we have refined the prospectivity in CI 524 and
to hire a second rig for use in Ghana in early 2023. We are also developed our plans for further investment in Côte d’Ivoire.
in the process of increasing our equity interests in both the Colleagues across our Partners and at our key suppliers
Jubilee and TEN fields following the exercise of our right of have worked closely with us as we have developed and
pre-emption related to the sale of Occidental Petroleum’s implemented our Business Plan and improved operational
interests in Ghana to Kosmos Energy. These initiatives align performance. In May 2021, we appointed a Ghana Advisory
well with our evolving drilling plans for 2022–25 which are Board of Phyllis Christian, Elly Ohene-Adu and Alex Hutton-Mills
focused on the eastern flank of the Jubilee field and the to provide strategic guidance and advice on our operations in
Greater Ntomme and Tweneboa areas at TEN. Ghana and the delivery of our business plan. I am already
benefitting enormously from their counsel on managing key
In Gabon, we continue to deliver stable production. relationships and delivering shared prosperity in Ghana.
Our operational and subsurface teams have worked closely
Climate and Shared Prosperity
with our partners to identify surrounding near-field prospects I reflected in last year’s Annual Report on why I joined
that can sustain and increase production. The Simba expansion Tullow and why the Company’s commitment to climate risk
project was accelerated into 2021 and the Sim-03 well was management and shared prosperity is so important. This year,
completed in September. Consequently, production from as part of this commitment, we have taken two important
Simba is expected to be 40% higher year-on-year. steps with regard to our wider responsibilities to society and
We reoriented our exploration effort to enhance value in the countries in which we work. In March 2021, we committed
our core areas. Consequently, there was much focus on the to being Net Zero on our Scope 1 and 2 net equity emissions
by 2030, supporting the goal of limiting global temperature
Tano Basin across Ghana and Côte d’Ivoire, maturing some
rise to well below 2oC as per Article 2 of the Paris Agreement.
interesting opportunities in the vicinity of the TEN FPSO. We will achieve this through decarbonising our production and
In Gabon, the team has matured several prospects around offsetting hard to abate emissions through nature-based
the Simba and the Tchatamba South licences. solutions. In September 2021, we laid out our purpose –
We exited 11 blocks in 2021 which we assessed to be affirming our belief that oil & gas production can and should
insufficiently attractive to justify further investment. Tullow be a driver of long-lasting economic and social change in
retains material positions in emerging basins in Guyana and developing economies as long as those resources are
Argentina and continues to seek strategic partners, to reduce developed efficiently, safely and responsibly. This supports a
fair energy transition for African countries and aligns with the
its capital exposure in these areas. To date, we have been
outcomes of COP26 which recognises the need to “strengthen
unable to secure new partners resulting in expected
climate action in the context of sustainable development and
exploration capex in 2022 of c.$45 million. efforts to eradicate poverty”. For more details about how we
Another area with very significant change in 2021 has been manage our impact and deliver shared prosperity, I would ask
in Kenya where our team, in close consultation with our Joint shareholders to read our Sustainability Report which you can
Venture Partners, reworked the development plan. The new also find at tullowoil.com.
plan targets more resources, delivers higher production and Outlook
significantly cuts the project costs. This plan has restructured Our successful transformation in 2021 has been driven by the
a commercially difficult project into an investible opportunity hard work of the entire Tullow team. We are fortunate to have
and we have good engagement with the Government of Kenya. dedicated and committed colleagues who deserve the credit
Accordingly, we are now working with potential strategic for Tullow’s vastly improved performance and balance sheet.
partners to reduce our stake in the project to be more in line They are well aware, as I am, that we remain a company in
with a company of our size and I expect to see our work in transition and that the job is not complete. However, there
Kenya progress materially in 2022. should be no doubt that we have the assets, the plan, the
capital structure and financial discipline to reach the full
Stakeholder engagement potential of this company. I would like to thank all our host
I have been greatly encouraged by the supportive and open governments and communities, Joint Venture Partners, staff
engagement with all our major stakeholders. As travel and our investors for their continued support and I look
restrictions eased, I have been able to meet many of our key forward to another year of delivery in 2022.
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 Rahul Dhir
challenging issues, for example in respect of our dispute with Chief Executive Officer
the Government of Ghana over branch profit remittance tax
where, after consultation with the Government of Ghana, the 8 March 2022
matter was referred to international arbitration (full details on
Tullow Oil plc 2021 Annual Report and Accounts 9
Business model
Inputs Funding
Self-funded business through cash from operations
Our investors: TO
RS
OUR
HO
ST
ES
NA
INV
TIO
NA
INV
TIO
8 countries of operation
OUR
P E O PLE
NA
INV
TIO
NS
OUR
committed professionals
work hard to deliver Tullow’s
business plan while upholding
our values. OUR
P E O PLE
353 employees
Investment decisions
Balance investment for both near and longer-term
cash flow
ES
NA
INV
TIO
NS
OUR
Our platform for growth
and path to lower debt is
expected to deliver a tangible
increase in equity value. Our OUR
P E O PLE
NA
INV
our operations.
$234m
>90% allocated to maximising value from our
producing assets, including near field exploration
NA
INV
TIO
culture of empowerment
P E O PLE
760
Recognitions shared through
our ‘Celebration Hub’
1
monitoring of COVID-19 limited to only a few African countries
Geopolitics 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
The ongoing COVID-19 pandemic remained by lack of demand due to distrust of government.
the key global political and economic risk
Either way, Africa did not recover as quickly as developed
in 2021 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
In 2021, COVID-19 continued to dominate the political agenda
transition for Africa that reflected the continent’s minuscule
as the world moved away from the strict enforcement of
impact on global warming and low levels of current and
major non-pharmaceutical interventions and towards
historic carbon emissions. Some African Heads of Government,
controlling the pandemic through vaccines, anti-viral
including President Akufo-Addo of Ghana, went further and
treatments and testing.
stressed their determination that African countries be allowed
Towards the end of 2021, the pandemic took an unexpected to develop their natural resources, including hydrocarbons,
turn with the Omicron variant, which was first sequenced in as part of a just energy transition.
South Africa, spreading rapidly in every continent but with very
Looking ahead, there are local and national elections in
different and milder outcomes to previous waves for those
Kenya towards the end of 2022 and the outcome, at this
affected and especially for those with prior immunity either
point, remains uncertain.
through previous exposure to the virus or vaccination.
The global economy was surprisingly robust in 2021 as
2 Oil price
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 2021 saw a strong recovery in the oil
from historically low levels.
markets with prices topping $80/bbl and
The oil price recovered strongly in 2021 as international travel upward pressure driven by the gas market,
re-started and as governments, particularly state and national
government in the US, indicated that they were not inclined to although COVID-19 remained a concern
deal with future virus waves through lockdowns and long-lasting through year-end
travel restrictions. The oil price also benefitted from a
disciplined approach in OPEC+ which has very effectively 2021 was a year that saw a volatile and uneven recovery
pushed prices up and pushed oil in storage down. The lack from the pandemic, with the oil and refining markets each
of investment in oil and gas developments since the oil price responding differently. Brent crude traded inside a $50–86/bbl
crash of 2014 has also had, and will continue to have, a range and an average of $71/bbl. Prices rose firmly in January
significant effect on the oil price. amid the prospect of tighter crude supply and a declining
Other commodities also increased in price as economies trend in global oil stocks, before surging more than 15% in
rebounded, supply chains became stretched and worker February, reaching the highest monthly average ($62/bbl)
shortages intensified. In the UK and Europe, natural gas since January 2020. March marked the fifth consecutive
prices rose by as much as 900% on the previous year reaching month of rising crude prices, supported by positive
a high of 452p/therm on 21 December as President Putin of fundamentals including projections of a stronger economic
Russia demonstrated his control of gas supplies into a highly rebound in 2H21, and an acceleration in the vaccination
gas-constrained EU. roll-out, mainly in the OECD region. The second half of
STRATEGIC REPORT
positions as the market began to soften. April then saw the Hemisphere summer, a number of weather-related events
first crude price fall in six months amid a resurgence of also served to focus the minds of global leaders in the run up
COVID-19 in a number of countries, stoking fears around to COP26, including record-breaking summer temperatures
reduced near-term demand. This was reversed by strong in the Pacific North West and devastating flooding in Germany
gains in May as prices rose 6% m-o-m, with APAC and and Belgium in July 2021.
European refiners showing buying interest in advance of the
Despite these events, COP26 delegates met with low
summer driving season and expectations of further demand
expectations about what might be achieved and, while COP26
recovery, while the accelerated vaccination programmes and
did not meet some of the loftier targets that were set, the
easing of mobility restrictions in Western countries eclipsed
main outcomes at least suggested that good progress had
the worsening situation in several Asian countries. The
been made and that further progress is possible.
decision of OPEC to gradually adjust production from May to
July also supported market confidence. This continued firmly Key outcomes included the launch of the Glasgow
throughout June and into July amid a volatile futures market Financial Alliance for Net Zero (GFANZ) which saw more
and strong physical market fundamentals. However, financial than $130 trillion of private capital committed to transforming
investors reduced their long positions in July given concerns the global economy towards the Paris climate goal of 1.5°C,
around the new Delta variant of COVID-19 and expectations a commitment by major banks to ending all international
of increasing global supply. Prices in August reflected such public financing of new unabated coal power by the end of
concerns, falling due to concerns around short-term demand 2021, an agreement by more than 100 countries to decrease
outlook in Asia, higher global supply, and mixed economic their methane emissions by 30% by 2030 compared with
data. However, this was reversed somewhat in the last week 2020 levels and the establishment of a new International
of the month as concerns around demand eased, and the Sustainability Standards Board (ISSB) to increase the global
rebound continued firmly in September (c. 5% m-o-m) with an focus on climate risk disclosure and reporting.
improved COVID-19 situation in Asia and supply disruptions in
On the debit side, the failure to, as the UK Government had
the Gulf of Mexico after Hurricane Ida. Concerns around the
wanted, “consign coal to history” led the headlines at the end
risk of natural gas and coal shortages in Asia and Europe
of the conference and the commitment to secure $100 billion
further boosted oil demand as a substitution fuel source.
of climate finance, originally agreed at COP15 in 2009
October saw a price surge of more than 12% with prices
in Copenhagen, was pushed to 2023.
surpassing $80/bbl, driven largely by concerns over supply
issues in Asia and Europe’s power sector ahead of the winter Looking at COP26 from a Tullow perspective, the focus on
period, with soaring gas and coal prices. The end of the year coal meant that oil and gas were barely mentioned while
saw a decline in prices amid fears surrounding the COVID-19 COP27, which is taking place in Cairo in November 2022,
Omicron variant and an increase in cases in Europe and seems likely, given its location, to place far greater emphasis
elsewhere, as well as concerns around strategic reserve on Africa and on developing economies.
releases, while gas prices moved lower, with a December
Elsewhere, progress towards an EU Taxonomy, which the
average oil price of $75/bbl.
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
KPI Performance
2 TRI recorded in 2021 (TRIR 0.43), maximum score achieved
1. Safety
0 number of LOPC at either Tier 1 or Tier 2, maximum score achieved
4. Business Plan Implementation 94% of the 2021 capex work programme completed at spend totalling $229 million
Transformational debt refinancing has put Tullow on a firm footing to deliver our Business Plan and unlock value
5. Capital Structure in the future
We renewed our commitment to sustainability with a particular focus on climate change risk management and
6. Sustainability 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
7. Leadership Effectiveness 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
The safe and responsible operation of our assets is always our first priority and through the additional projects approved post the Budget e.g. the extra wells drilled on Jubilee because
implementation of safety improvement plans, contractor engagement, active leadership we were ahead of schedule.
interventions and a strong reporting culture we have improved our EHS performance
The refinancing of our debt in the first half of 2021 was a significant achievement for the
resulting in top quartile 2021 performance versus our industry peers. There were two
Company. The Board gave a 9.1% score out of maximum score of 9.8% due to the increased
recordable injuries in 2021 (versus 8 in 2020) and no incidents for Loss of Primary
ongoing financing costs resulting from the refinancing.
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 The Sustainability KPI was measured against a series of milestones which tracked our
improvement on previous years. This helped actual production exceed the Budget and even delivery against several key themes, shared prosperity, local content, employee engagement,
after normalising for one-off benefits we were close to matching our Scorecard target. corporate governance, and progress of our Net Zero plans.
Actual Operating Cash Flow of $711 million was significantly higher than Budget thanks Finally, the Board made a judgement on the effectiveness of the Senior Leadership Team over the
to the higher oil prices in 2021 but for the Scorecard KPI we normalised back to our Budget year. They considered several factors, including the strength and cohesiveness of the leadership
price assumption. This means the KPI focused on cost and working capital management. team, a clear strategy being set and understood across the organisation, the engagement of the
As a result, our normalised OCF was $499 million resulting in a 7.0% score. 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
The Business Plan Implementation KPI tracks our delivery of the capital investment in the
Tullow team and with the strong support and collaboration of our Board, resulting in a 5.2% score.
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
1 TSR is only applicable to CEO and CFO Remuneration. Remuneration for the wider
programme for a spend of $229 million. An additional $35 million of capital spend was for
workforce is based on all other KPIs.
7.5%
2. Financial Performance 5.0%
10% 5%
3. Production 10.0%
5.0% 10% 4. Business Plan Implementation 7.5%
7.5%
5. Sustainability 5.0%
5%
6. Unlocking Value 10.0%
7. Leadership Effectiveness 5.0%
50%
8. Total Shareholder Return 50.0%
Group underlying Operating Cash Flow (OCF) of $513 million to $627 million at 1 3
2. Financial Performance a Brent price of $60/bbl
1 2
4. Business Plan Implementation Achieve 100% agreed work programme for $452 million agreed budget
5 6
5. Sustainability Achieve 90 to 100% of ESG key deliverable milestones
7
7. Leadership Effectiveness Organisation is positioned for sustainable success
1 2 3 4
8. Total Shareholder Return1 Creating shareholder value
5 6 7
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.
Production, reserves and resources The Group’s audited 2C resources decreased from 640 mmboe
In 2021, Group working interest production averaged 59.2 kboepd, to 623 mmboe. The reduction was driven primarily by the
in line with guidance, with notable production growth from the sale of assets in Equatorial Guinea and Gabon, the maturation
Jubilee field in Ghana and Simba field in Gabon, but lower of selected TEN projects from 2C to 2P and poorer than
production than expected from the TEN fields in Ghana and the expected field performance at TEN. However, these reductions
Espoir field in Côte d’Ivoire. were largely offset by a positive revision from Tullow’s
auditors of the Kenyan assets, to align with the updated
In 2022, Group working interest production guidance is 55 to
Field Development Plan.
61 kboepd. This forecast is based on Tullow’s existing equity
interests in Jubilee (35.48%) and TEN (47.175%) and will be
Ghana
adjusted following completion of the pre-emption of the sale of
Jubilee
Occidental Petroleum’s interest in Ghana to Kosmos Energy.
The Jubilee field averaged 74.9 kbopd gross (net 26.6 kbopd)
The estimated full year impact of the completed pre-emption
in 2021, ahead of guidance at the start of the year. Average
would be an addition of c.5 kboepd (net) to the Group’s 2022
daily production grew from c.70 kbopd at the beginning of the
production forecast, subject to adjustment for completion timing.
year to exceed 90 kbopd by year-end, as new wells were
brought onstream and operational performance remained
FY 2022
FY 2021 guidance high with FPSO uptime averaging c.98%, gas offtake rates
Group average working interest production (kboepd) (kboepd) averaging c.85 mmscfd and water injection rates averaging
Ghana1 42.1 39–42 over 200 kbwpd. The annual gas offtake rate was impacted by
overrunning maintenance and subsequent reduced capacity
Jubilee 26.6 28–30 at the Ghana National Gas Company (GNGC) onshore gas
TEN 15.5 11–12 processing plant during the fourth quarter of the year. Tullow
continues to work closely with GNGC to help improve offtake
Non-operated portfolio2 17.2 16–19 reliability. Gas offtake has now returned to regular rates of
Total production 59.2 55–61 over 100 mmscfd and Tullow and its JV Partners are still
targeting average offtake of c.135 mmscfd in 2022.
1 Ghana production represented before impact of pre-emption on Deep Water
Tano (DWT) Block The drilling programme, which commenced in April, delivered
2 2021 figure includes partial production from assets in Equatorial Guinea and two producers (J56-P online in July, J57-P online in December),
the Dussafu Marin Permit in Gabon, ahead of divestment during the year. 2022 one water injector (J55-WI online in September) and a work
production guidance does not include any production from these assets.
over (J12-WI online early in January 2022). Strong drilling
The Group’s audited 2P reserves decreased from 260 mmboe performance was achieved during the year with wells costing
at the end of 2020 to 231 mmboe at the end of 2021. About approximately 20% less than wells drilled from 2018 to 2020,
half of this reduction was the result of the sale of assets in ahead of the assumptions included in the Business Plan.
Equatorial Guinea and the Dussafu Marin Permit in Gabon The field continues to perform well, and average 2022
(15 mmboe). Reserve additions and positive revisions included production is expected to increase to between c.80 to 84 kbopd
a 13 mmboe increase at Jubilee following improved field gross (net: 28 to 30 kbopd). This forecast includes a planned
performance and acceleration of new projects and a shutdown in the second quarter of 2022 for approximately two
11 mmboe increase in the non-operated portfolio due to weeks. Three new wells are planned to be drilled at Jubilee in
better field performance and maturation of new projects. 2022, focused on delivering reliable in-year production: a
These gains were offset by a 16 mmboe decrease at TEN water injector, which will provide pressure support to existing
reflecting poorer than expected Ntomme field performance producers, is due onstream in the first quarter; this will be
and re-categorisation of certain reserves at Enyenra. Overall, followed by a producer and a second water injector.
with the Group producing 22 mmboe during 2021, the organic
reserves replacement ratio was approximately 36%.
STRATEGIC REPORT
barrels gross oil initially in place (STOIIP), with an estimated The operational transformation that Tullow embarked on in
ultimate recovery (EUR) approaching 40%. To date, around 2020 has delivered strong performance across safety, reliability
half of the expected reserves have been produced. Outside of and costs. A singular focus on personal and process safety
the core area, the development of the Jubilee North East across the organisation and visible leadership have provided
(JNE) and Jubilee South East (JSE) areas marks a step a foundation for a strong safety culture. The production
change that targets relatively untapped areas of the field, potential is being maximised by optimising performance of
containing over 500 mmbbls gross oil in place. These areas every element of production from the reservoir to the surface
combined gross EUR is over 170 mmbbls gross oil, of which facilities. High levels of facility uptime have been achieved at
less than 10% has been produced. The 2022 work programme both FPSOs by addressing long-standing equipment defects
is focused on investment in infrastructure for the JSE and and sustaining this by implementing systemised monitoring
JNE projects that will access the undeveloped resources and and mitigating of equipment risk. In addition, Tullow is
lead to meaningful production growth in subsequent years. building an equipment systems maintenance management
infrastructure to help sustain the reliability improvements.
TEN
All this has been achieved by taking more direct control of
The TEN fields averaged 32.8 kbopd gross (net: 15.5 kbopd)
day-to-day operations on the Jubilee and TEN FPSOs.
in 2021, below guidance given at the start of the year. This was
primarily due to higher production decline rates than expected In order to build on these improvements and to achieve the
on particular wells. A gas injector at the Ntomme field ambition to be a top quartile operator in terms of safety,
(Nt06-GI), was brought onstream in the fourth quarter to reliability and costs, Tullow, supported by its JV Partners
provide pressure support to existing production wells. Nt06-GI and the Government of Ghana, has taken the decision to
also encountered oil at the base of the well, de-risking the self-operate the Jubilee FPSO. Accordingly, Tullow will take
development potential of areas further to the north of Ntomme. over all operations and maintenance (O&M) from MODEC on
In 2021, uptime on the TEN FPSO was c.97%, water injection the Jubilee field when the current O&M contract comes to a
was c.65 kbwpd and gas injection was c.135 mmscfd. In 2022, scheduled end in 2022. This will allow greater control and
TEN is expected to produce between 22 to 26 kbopd gross integration over the core areas of safety, efficiency, emissions,
(net: 11–12kbopd). reliability and local content, in turn presenting an opportunity
to further reduce costs.
Within the core developed areas of Ntomme and Enyenra,
which contain c.750 mmbbls gross oil initially in place Progress towards elimination of routine flaring in Ghana
(STOIIP), around half of the expected reserves have been As part of Tullow’s commitment to becoming a Net Zero
produced to date. However, production decline within this core Company by 2030 on its Scope 1 and 2 emissions, work to
area has been faster than expected and while material increase gas processing capacity at the Jubilee FSPO is
reserves remain, the overall view of ultimate recovery from planned during a scheduled shutdown in the second quarter
these fields has reduced. As a consequence, Tullow and its of 2022, which together with compressor upgrades and other
Joint Venture (JV) Partners have improved their understanding facility de-bottlenecking activities through 2022 and early 2023
of the broader TEN area and the significant remaining will increase gas handling capacity and contribute towards the
potential. The addition of undeveloped reservoirs in the target of eliminating routine flaring in Ghana by 2025. Other
Tweneboa area, accessible from the Ntomme riser base area, activities planned during the shutdown will focus on maintenance,
and the extension of the Enyenra field development to the integrity, and reliability of the FPSO for the long-term.
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.
STRATEGIC REPORT
In the UK, post-decommissioning surveys have been completed review to improve the environmental and social aspects of the
and submitted as part of the operated decommissioning project. Carbon emissions will be limited through a combination
programme approval process, with formal approval expected in of heat conservation, use of associated gas for power and
2022. The Group’s non-operated decommissioning activities are reinjection of excess gas into the reservoir. Further, there are
ongoing and are expected to continue through to 2026. opportunities to use the Kenyan national grid that is
substantially powered by renewables and options to offset
In Mauritania, the Group’s operated decommissioning
remaining emissions. As per the previous development plan,
programme of the Banda and Tiof fields is expected to
the 825 kilometres long pipeline that will transport the crude
commence in the fourth quarter of 2022. Planning is well
oil from Turkana to the port of Lamu will be heated and buried
advanced, with major service providers secured. Non-operated
to avoid long-term disruption. The project will also require
decommissioning of the Chinguetti field is ongoing and seabed
water for reservoir pressure which will be abstracted through
infrastructure clearance is expected to complete this year.
a pipeline from the Turkwell Dam and will also be used to
The expected remaining UK and Mauritania decommissioning provide water to local communities. This project would also
exposure over 2022-26 is c.$180 million, with over half of this be Kenya’s first oil and gas development and would represent
forecast spend in 2022. The final exposure may vary depending a stable, long-term source of income for the Government
on the final required scope and work programmes agreed of Kenya.
across the various projects. Provisioning for decommissioning
In line with licence extension requirements, Tullow and its
of producing assets in Ghana and parts of the non-operated
JV Partners submitted a final FDP to the Government of
portfolio has commenced this year at c.$30 million per annum.
Kenya in December 2021, incorporating their feedback
on the draft FDP submitted earlier in the year.
Kenya
In 2021 Tullow and its JV Partners (Africa Oil and Total Energies) Submission of the FDP for the 10BB/13T licences will allow
completed the redesign of the Kenya development project Tullow and its JV Partners to secure the Production Licences
(Blocks 10BB and 13T licences) to ensure it is a technically, for blocks and the continuation of the exploration licences on
commercially and environmentally robust project. The key the 10BA and 12B blocks through the commitments made in
changes to the development concept have been driven by the E&A plan. The JV is now working closely with the Ministry
incorporating the production data from the Early Oil Pilot of Petroleum and Mines to secure FDP approval which needs
Scheme (EOPS), optimising the number of wells to be drilled and to be ratified by the Kenyan parliament. The FDP is conditional
changing the producer to injector ratio, adding the Ekales field on a number of critical work streams for both the Government
into the first phase of production and increasing the Central of Kenya and the JV Partners, including, but not limited to, the
Processing Facility capacity to 130,00 bopd and the pipeline size successful introduction of a new strategic partner. Constructive
from 18” to 20” to handle the increased flow rates. discussions with interested parties are progressing as Tullow
and the JV Partners look to secure a strategic partner for
These changes have increased total gross capital expenditure
the project.
(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 “Through the redesign of the
planned, with expected gross oil recovery of 585 mmbo over
the full life of the field. This resource position is supported by
Kenya development concept
a Competent Persons Report completed by external Tullow and its JV partners have
international auditors Gaffney Cline Associates (GCA).
created a commercially and
Simultaneous to the development, an exploration and
appraisal (E&A) plan will be implemented to ensure the environmentally robust project.”
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.
Creating a pathway
STRATEGIC REPORT
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.
Continued focus on costs continued In Kenya, the submission of a revised Field Development
Financing costs also remain high relative to cash flow Plan was a key focus, and Tullow and its JV Partners
generation at $356 million in 2021 (2020: $314 million), submitted the plan in December 2021, as per the licence
however, this includes one-off refinancing fees of $18 million. extension requirements provided by the Government of Kenya
Looking ahead to 2022 and beyond, financing costs are set to in September 2020. The JV Partners also continue to seek
steadily reduce as we pay down debt. Tullow continues to a strategic partner for this project and constructive
have exposure to legacy legal issues such as the ongoing tax discussions are progressing with interested parties.
dispute with the Ghana Revenue Authority (as detailed on
page 119), and while we endeavour to settle these issues, Key 2021 financial results
there are occasions where arbitration is the only way to bring Our financial strategy, comprehensive refinancing and
these matters to a close. In February 2022, we announced the focus on cost discipline have led to positive results. Tullow
result of an Arbitration with HiTec Vision (HiTec) regarding generated $1.3 billion revenue (2020: $1.4 billion), resulting
payments related to the purchase of Spring Energy in 2013. in $711 million of operating cash flow (2020: $598 million).
The panel delivered an award in favour of HiTec and ruled However, the Company made a loss after tax of $81 million,
that Tullow should pay $76 million. While the verdict was primarily driven by impairments and restructuring costs and
disappointing, Tullow accepts the outcome and paid the other provisions. Post financing costs, Tullow generated $245
amount from existing cash balances. On a more positive note, million of free cash flow (2020: $432 million), allowing us to
also in February, a Final Investment Decision for the Tilenga reduce net debt to $2.1 billion (2020: $2.4 billion) with year-end
project was taken in Uganda, triggering a contingent gearing of 2.2 times net debt to EBITDAX (2020: 3.0 times). We
consideration of $75 million in relation to the sale of our closed the year with strong liquidity headroom consisting of
Uganda assets to Total in 2020. free cash and undrawn facilities of $876 million.
Following an independent reserves audit of our producing
Further refinement of our portfolio
assets we have reported pre-tax impairments of $54 million.
Following the sale of Tullow’s interests in Uganda in 2020,
These were primarily driven by a decrease in TEN 2P reserves
Tullow’s portfolio management activities continued in 2021
and an increase in future capex partially offset by a higher
with the sale of our Equatorial Guinea assets and the Dussafu
long-term oil price assumption of $65/bbl.
Marin permit in Gabon. These value accretive transactions
raised $133 million, delivering important cash flow for the
Reflections on a challenging but rewarding tenure
Group to further strengthen the balance sheet. Together with
In September 2021, Tullow announced that I would step down
the significant cost savings generated, these actions delivered
as Chief Financial Officer (CFO) and leave the business at the
around $1 billion of ‘self-help’, a critical component that
end of March 2022. The decision to move on comes after eight
underpinned the refinancing.
years with the Company, with my last five years spent as CFO.
We have also substantially simplified our exploration portfolio, Following our comprehensive refinancing earlier this year,
exiting non-core areas including Peru and Suriname and which was the culmination of a number of steps to strengthen
onshore licences in Côte d’Ivoire. We also looked to farm down the Group’s balance sheet, it is the right time for me to
and reduce our stake in licences in Guyana and Argentina, leave Tullow.
which have near-term work commitments, with good interest
While my tenure has been hugely challenging as we guided
from potential buyers. However, these efforts are yet to result
Tullow through some of the most difficult times in its history,
in new partners, primarily due to a challenging external
I am very proud to have led the team responsible for Tullow’s
backdrop during 2021, resulting in higher than planned
financial turnaround and to input into the Group’s future
exploration spend in 2022.
strategy. I leave Tullow confident that it has a great team of
In November 2021, Tullow exercised its right of pre-emption people in place, who are working in a company with much
related to the sale of Occidental Petroleum’s interests in the improved processes, re-focused capital discipline and the
Jubilee and TEN fields in Ghana to Kosmos Energy. As a platform to thrive. I have built excellent relationships that
result, Tullow’s equity interests are expected to increase to I know will endure and I look forward to watching Rahul and
38.9% in the Jubilee field and 54.8% in the TEN fields upon his talented team execute our ambitious strategy over the
completion of the transaction. The transaction documents are years to come.
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.
Les Wood
Chief Financial Officer
8 March 2022
STRATEGIC REPORT
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
Emissions by 2050 Scenario, Announced Pledges AllScenario,
text toStated
be supplied
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 Announced Pledges Scenario Positive impact
SDS Sustainable Development Scenario Loss of 0–10%
NZE Net Zero Emissions by 2050 Scenario Loss > 10%
IEA scenarios
(Real Terms 2020 $/bbl) 2022 2023 2024 2025 2026 2027 2028 2029 2030 2035 2040 2045 2050
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. Page 56–57
Describe the Management’s role in assessing and managing climate-related risks and opportunities Page 57
Strategy Describe the climate-related risks and opportunities the organisation has identified over the short, medium and long term. Risks – Page 38
Opportunities – Page 4–5
Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy and financial planning. Page 23
Page 146 (Note 26)
Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios, Page 23
including a 2°C or lower scenario. Page 146 (Note 26)
Risk Describe the organisation’s processes for identifying and assessing climate-related risks. Page 36–38, 40
management
Describe the organisation’s processes for managing climate-related risks. Page 36–38, 40
Describe how processes for identifying, assessing and managing climate-related risks are integrated into the organisation’s Page 36–38, 40
overall risk management.
Metrics and Disclose the metrics used by the organisation to assess climate-related risks and opportunities, in line with its strategy and OCF – Page 23
Targets risk management process. 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
STRATEGIC REPORT
a net negative fair value of $180 million (2020: net positive
and equipment (PP&E) 2021 2020
$2 million).
Pre-tax impairment of PP&E, Bought Bought
net ($m) 54 251 2021 hedge position bopd put (floor) Sold call call
Associated deferred tax credit ($m) (21) (68) Collars 39,000 $48.12 $66.47 —
Post-tax impairment of PP&E, Three-way collars
net ($m) 33 183 (call spread) 1,000 $50.00 $72.80 $82.80
Total/weighted average 40,000 $48.17 $66.63 $82.80
The total exploration cost written off for the year ended
31 December 2021 was $60 million (2020: $987 million),
Hedge position
predominantly driven by the write-off of the GVN-1 well
at 31 December 2021 2022 2023 2024
costs and licence costs of Blocks 47 and 54 in Suriname. The
remaining write-offs comprise of licence level costs associated Hedged volume (kbopd) 42,500 33,100 11,300
with Peru, Comoros, Côte d’Ivoire and Namibia due to no Weighted average bough put
planned activity and licence exits. This is partially offset by a (floor) ($/bbl) $51/bbl $55/bbl $55/bbl
release of an indirect tax provision following settlement in
Uganda relating to its disposal in 2020. Weighted average sold call
($/bbl) $78/bbl $75/bbl $75/bbl
Exploration costs written off 2021 2020
FY 2020 59.4 (21.1) 35.6% 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.
Loss after tax from continuing activities and loss per share
The loss for the year from continuing activities amounted to The 2026 Notes and the SSRCF are senior secured obligations
$81 million (2020: $1,222 million loss). Basic loss per share of Tullow Oil Plc and are guaranteed by certain of the
was 5.7 cents (2020: 86.6 cents loss per share). Group’s subsidiaries.
STRATEGIC REPORT
Assessment period and assumptions Adjusting events
The Directors consider the going concern assessment period On 15 February 2022 a panel of arbitrators, working under
to be up to 31 March 2023. The Group closely monitors and the jurisdiction of Norwegian law, delivered an award in favour
manages its liquidity headroom. Cash forecasts are regularly of HiTec Vision (HiTec) in relation to its dispute with Tullow
produced and sensitivities run for different scenarios including, (Award). The panel had been asked to adjudicate as to
but not limited to, changes in commodity prices, different whether discoveries made in the PL-537 Licence (Offshore
production rates from the Group’s producing assets and Norway) between 2013 and 2016 had triggered a further
different outcomes on ongoing disputes or litigation. payment under the SPA between Tullow and HiTec regarding
Management has applied the following oil price assumptions the purchase of Spring Energy in 2013. With the Award, the
for the going concern assessment: panel has decided by way of split decision that conditions for
a further payment outlined in the SPA were met. The Tribunal
- Base Case: $76/bbl for 2022, $71/bbl for 2023.
ruled that Tullow should pay $76 million. This amount also
- Low Case: $60/bbl for 2022, $60/bbl for 2023. includes interest and costs. This has been recognised in the
balance sheet as a liability as at 31 December 2021.
- The Low Case includes, in addtion to lower oil price
assumptions, a 5% production decrease and 12% increased Non-adjusting events
opex compared to the Base Case as well as increased FID for the Tilenga Project in Uganda and the East African
outflows associated with an ongoing disputes. Crude Oil Pipeline (EACOP) as reported by Total Energies Ltd on
1 February 2022 triggered a contingent consideration payment of
On 17 May 2021, the Group announced the completion of its
$75 million (net of $7 million indemnity provision relating to tax
offering of $1.8 billion 2026 Notes. The net proceeds, together
audits) in relation to Tullow’s sale of its assets in Uganda to Total
with cash on balance sheet, have been used to (i) repay all
in 2020 which was received on 16 February 2022. This was
amounts outstanding under, and cancel all commitments
recognised as a current receivable as at 31 December 2021.
made available pursuant to, the Company’s RBL Facility,
(ii) redeem in full the Company’s senior notes due 2022, (iii) at There have not been any other events since 31 December 2021
maturity, repay in full and cancel the Company’s convertible that have resulted in a material impact on the year end results.
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.
Sustainability as a key
to a better future
Tullow’s purpose is to build a better future through expectations of our key stakeholder groups, including our host
responsible oil and gas development. Through our activities, governments and communities, colleagues, shareholders and
we help address global energy demand in a safe, cost-efficient the financial markets and suppliers, as well as important
and environmentally and socially responsible way. We form topics for the sector defined by the International Petroleum
close relationships and partnerships in our host countries in Industry Environmental Conservation Association (IPIECA)
Africa and South America and our activities generate significant and at a global level by the UN in the form of the Sustainable
economic and social value, advancing national development Development Goals (SDGs). Our sustainability framework
priorities, creating local business and investment opportunities comprises of four pillars which combine the inputs and
and helping to build local skills and capabilities. expectations of all these groups. The material topics
which reflect our most important social and environmental
Sustainability is embedded across the business through the
impacts were reviewed and approved by our Senior
implementation of our strategy, management standards,
Leadership Team in 2021.
governance and audits. Our approach considers the
Read more: 29 Read more: 30 Read more: 31 and 32 Read more: 33,34,and 35
STRATEGIC REPORT
In 2021, we maintained a strong level of Process Safety
performance with zero Tier 1 and zero Tier 2 Process
2021 highlights Safety Events (PSE) related to Loss of Primary Containment
(LOPC) releases.
- 75% reduction in total recordable injuries compared
to 2020 Process safety events (PSE) 2021 2020 2019
STRATEGIC REPORT
carbon efficiency projects throughout our operations,
as follows:
2021 highlights
- Decarbonisation initiatives: through the elimination of
- In March 2021 Tullow set its goal to achieve Net Zero by routine flaring of gas from our Jubilee and TEN fields
2030 (Scope 1 & 2 net equity emissions) by 2025, we will reduce GHG emissions by at least 40%
from a 2020 baseline. The majority of spend linked to these
- Discussions with Ghana Forestry Commission and Terra decarbonisation initiatives will be expended before 2025.
Global to identify offset projects that support Ghana’s
Reduced Emissions from Deforestation and forest - Nature-based carbon offsets: by investing in verified
Degradation (REDD+) strategy and support delivery of nature-based carbon offset projects initially in Ghana,
Tullow’s Net Zero commitment we will offset hard to abate GHG emissions. Partnering
with Terra Global allows Tullow to mitigate exposure to
- Over 65% reduction in emissions from non-routine flaring medium to long-term changes in offset costs.
associated with unplanned outages
- 88% reduction in water consumption per tonne of Decarbonisation initiatives
hydrocarbon produced Our effort to progress towards our goal of eliminating routine
flaring by 2025 is on course to be delivered. Implementation of
- 74% reduction in hazardous waste generation in our the changes necessary to eliminate routine flaring for our Ghana
Ghana operations assets requires the shutdown of operations at each site to
- 82% reduction in Scope 2 emissions over the last four years allow for switching out core equipment and other upgrades.
Routine flaring elimination and flare reduction rates on the
- Appointment of Terra Global to support carbon Jubilee FPSO will be achieved through re‑motoring and
offsetting work re-wheeling of high-pressure compressors alongside an
expansion of gas compression and processing capacity, and
Tullow supports the goals of the Paris Agreement of 2015 to higher produced water treatment capacity. The compressor
hold the increase in the global average temperature to well upgrade and capacity expansion are scheduled to be
below 2°C and pursue efforts to limit the temperature completed during 2023. On the TEN FPSO, routine flaring
increase to 1.5°C above pre-industrial levels. Tullow has elimination will be achieved through gas flow modification to
committed to becoming a Net Zero Company by 2030 on our allow low-pressure gas to be processed without the need for
Scope 1 and 2 GHG emissions on a net equity basis through a flaring. Work on this initiative will start in early 2022 and will
combination of decarbonising our operated and non-operated be completed during a planned maintenance shutdown in
assets and identifying nature-based solutions to offset our 2023. We are also working with the operators of our non-
hard to abate emissions. Additionally, we are prioritising operated assets to identify decarbonisation initiatives and
decarbonisation of our operations with a target to reduce have already reduced routine flaring on some assets in our
emissions across our portfolio by at least 40% by 2025 on Gabon portfolio. In 2022 we have budgeted a study to re-route
a net equity basis against a 2020 baseline. In creating our gas from Simba to Tchatamba for power generation and if
pathway to Net Zero, the primary focus will be on our sanctioned this will allow to reduce flaring at the Simba field.
operations in Ghana, where we have the greatest ability
to influence the decarbonisation efforts. Nature-based carbon offsets
We plan to address our residual, hard to abate emissions
Tullow’s Net Zero pathway through the implementation of a diversified portfolio of
Supported by our internal Net Zero Task Force and approved nature-based carbon offset projects, initially in Ghana. This
by our Board of Directors and Senior Leadership Team, we year we appointed Terra Global, a global leader in sustainable
have defined a clear pathway to achieving our Net Zero target. 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
2030 Net Zero Pathway (Scope 1 & 2) 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
Operated deliver, by 2030, a portfolio of projects that will generate
(c.75%)1
Jubilee and TEN credits to offset emissions of 600,000 tCO2e annually.
decarbonisation
Non-operated
initiatives NPV+
emission
decarbonisation
Nature-based Climate risk and resilience reporting
abatement offsets to
projects
projects
mitigate Our detailed plans for achieving Net Zero and managing
Non-operated
residual climate risks for our business are laid out in our second
emissions
(c.25%) annual Climate Risk and Resilience Report, prepared in line
2025 2030
with the Task Force on Climate-Related Financial Disclosures
(TCFD) recommendations, which can be found at
1. Net equity basis.
www.tullowoil.com/sustainability.
STRATEGIC REPORT
misconduct or behaviour that they believe is not in alignment
with our Code of Ethical Conduct. Our independent, external
2021 highlights integrity reporting mechanism (Safecall) is available 24/7 in
several languages. All reported cases are reviewed and
- $445 million total socio-economic contribution in our host investigated by our Ethics & Compliance Team (E&C), with
countries, bringing total five-year socio-economic regular summary updates provided to the Audit Committee
contribution to $2.9 billion and the Board of Directors.
62++O158
- $234 million paid to host countries in taxes
Speaking up cases
- 13 ‘Speak Up’ cases, of which 3 substantiated or partially
Corruption 2
substantiated
- 29% women colleagues overall, with Senior Management Supply chain 8
continued
Our people Compensation
Salary
We ended the year 2021 with 353 colleagues, 62% fewer than Bonus
2017 2018 2019 2020 2021 During 2021, we enhanced our offerings and processes to
support our Employee Value Proposition (EVP), launched in
Right-sizing our organisation to support our new business 2020. We conducted two surveys amongst permanent employees
strategy has been difficult, both for those who left the and an improvement in average positive scores reflected a
organisation and for those who stayed through our clearer understanding of our purpose and strategy, a greater
transformation. In all decisions, we took a considered and sense of stability and an appreciation of initial EVP initiatives.
equitable approach to restructuring the workforce, focusing Actions are being implemented to improve the lower scoring
on retention of skills needed to support ongoing value areas as well as to continue to drive the increased positivity.
creation for all stakeholders, while considering our linked
Summary Results from our Employee Value Proposition Survey in August 2021
objectives of diversity and localisation. For those who left
Tullow, we provided enhanced redundancy terms including Positive Change from
extended notice periods wherever possible and supported EVP Category responses* March 2021
colleagues with assistance packages to help them through Culture and Values 64% +10%
the transition.
Professional development 69% +2%
In 2021, as part of our restructuring processes, we adjusted
Working environment 68% +9%
our compensation packages to ensure they were market
competitive and introduced a continuous performance Visible leadership 61% -4%
management process to enable the differentiation of
Total survey 66% +4%
performance and allocation of bonus pay in line with overall
company results. We introduced a new cash Health Plan * Responses were evaluated for positive, neutral and negative responses.
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.
STRATEGIC REPORT
In 2021, we embarked upon an organizational capability (includes Tullow colleagues and contractors)
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 81% 79%
and strategy in the coming years. Additionally, across the 75% 76% 75%
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.
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.
Risk oversight and governance The Board is responsible for ensuring Tullow maintains an
A risk focused culture and consistent risk management effective risk management and internal control system and
framework is embedded across all levels at Tullow and is works closely with Tullow’s Senior Leadership Team to ensure
driven by the Board. The Board is responsible for overseeing this is in place. The Senior Leadership Team is collectively
the risk identification, assessment and mitigation process. responsible and accountable for the risk management process
To this end, the Board undertakes a bi-annual assessment of in place across the organisation, with individual members
the risks facing the Company, including those risks that could taking ownership for risks that fall in their business area.
threaten our business strategy, operating model, performance,
Tullow recognises that risk cannot be fully eliminated and that
solvency and liquidity. Emerging risks are discussed by the
there are certain risks the Board and/or the Senior Leadership
Board and the Senior Leadership Team periodically throughout
Team accept when pursuing strategic business opportunities.
the year.
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:
- Oversees identification, assessment and - Sets the tone for an effective risk
response to principal risks management culture
- Sets risk appetite - Identifies and assesses principal and
Top-down/Bottom-up risk management
- Identifies and assesses their respective - Identifies business delivery risks and
business delivery risks Business Project raises these to the leadership team
- Ensures effective risk mitigation actions delivery risks risks - Identifies and assesses respective
are planned project risks
- Monitors effectiveness of risk mitigation - Ensures effective risk mitigation actions
and response plans are planned and implemented
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)
STRATEGIC REPORT
Each Business Head and Head of function is responsible, and
Our risk management framework takes a ‘top-down, bottom-up’
accountable, for managing risk and risk mitigation within their
approach. It is a rigorous method that ensures ownership and
remit. The Extended Leadership Team (ELT) reviews and
responsibility for identification, assessment and management of
reassesses risk on at least a quarterly basis to evaluate the
key risks and opportunities, and is embedded throughout the
strength of existing controls and determine whether additional
business. The Board sets the context for risk management
risk reduction actions are needed to ensure the risk level is
through defining the strategic direction and risk appetite for
within the risk appetite set by the Board.
the organisation.
Consolidation of business risks
Risk management framework 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
Project risk registers feed into the Enterprise Risk identified by the Business Heads and Heads of Functions,
Management process 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
Ghana business Non-operated Kenya business Exploration the potential consequences to Tullow in terms of safety,
risks business risks risks business risks reputational, financial, legal and regulatory impact.
From this, the Senior Leadership Team identifies the principal
Legal and People and
and enterprise-wide risks which can be either a single risk, or
Finance risks compliance sustainability
risks risks
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
ELT led review and oversight
Leadership Team reviews and discusses the risks to understand
whether mitigations are being effectively executed within the
agreed timeframe.
SLT led Principal and Enterprise-wide risk review
and oversight 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
Board led scrutiny of Principal risks 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
Principal risks 2021
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.
People EHS or
security
Financial
Tullow’s Business Plan is anchored on production from the Jubilee - Robust control over Operations & Maintenance (O&M) contractor
and TEN fields in Ghana and non-operated fields in Côte d’Ivoire and as well as ongoing O&M transformation project
Gabon. A decline, or problems with the performance, of wells or - Cross discipline integrated performance management including
facilities could result in not meeting planned production levels which clear KPIs and forums
in turn would lead to a reduction in revenue and cash flow ultimately
- Maintenance and integrity management plans covering all
impairing our ability to reduce leverage.
equipment classes
- Management and oversight of JV Partners to ensure maintenance
and integrity plans are implemented effectively
A failure to grow the business via targeted investment in existing - Jubilee Expansion project, Jubilee South East, North East and TEN
fields and/or investment in new fields could ultimately impact our Enhancement Projects
ability to meet longer-term production targets. - 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 - Working with the Government of Ghana to secure temporary
ability to produce oil and impact revenue and value. 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
STRATEGIC REPORT
Risk details Risk mitigations
A major incident could potentially result in asset integrity failures - Risk management processes embedded at all levels of
and/or extensive damage to facilities. This may in turn lead to a loss the organisation
of life, environmental damage and potential for loss of production - Asset and well integrity and maintenance programmes are in
(and therefore revenue), increased costs and reputational damage. 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
A failure of our colleagues or contractors to meet safety standards - Tiered assurance activities ensuring all critical processes are
or adhere to procedural requirements could result in operation of adhered to
equipment outside safe operating limits leading to a major EHS or - Robust EHS aspects are included at all stages of contract
operation incident. 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
Significant non-associated gas resource has been identified on - A workstream has been established to assess commercialisation
current licences and failure to secure gas market share could delay opportunities in Ghana and the region that will enable
development of these resources. 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 - A revised FDP has been submitted to the Government of Kenya
Government of Kenya could impact a final investment decision. 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 - The Kenya JV Partners via an ongoing farm-down process are
to progress the Kenya project to final investment decision and actively seeking a strategic partner to fund the next stage of
unlock value. 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 - Close collaboration focused on fully leveraging geoscience
to Tullow's assets through addition of reserves and resources expertise to identify and mature reserves and resources which
around producing assets could limit the return on the licences. 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 - A number of farm-down processes are under way to limit capital
commitments in selective emerging basins of Guyana and Argentina exposure on selective emerging basins by aiming to reduce our
may result in having to divert capital from producing assets. equity share. This will ensure Tullow can participate at an equity
consistent with our capital allocation guidance
Political instability in the West Africa region, where our producing - An extensive relationship management plan is in place, to actively
assets are concentrated, could delay and impact decision making manage senior relationships with host governments, including an
by host governments and local partners and may also impact Advisory Board in Ghana
security arrangements. - 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 - We have robust stabilisation clauses in all our Petroleum
could obstruct efficient operations, delay implementation of our Agreements and Production Sharing Contracts to protect us
growth plans and cause increased costs and financial loss. against unreasonable demands
Tullow recognises climate change as a material risk for - There is recognition and support from the Board that
our business. decarbonisation requires investment. We are implementing our
There is a potential for climate related risks, including regulatory plan to achieve Net Zero by 2030 (Scope 1 and 2 net equity),
constraints, carbon pricing mechanisms, low oil price or conditional through reducing our emissions from routine flaring and offsetting
access to capital, to affect Tullow’s ability to implement our strategy. hard to abate emissions
Challenges to our business strategy and failure to align with broader - We stress test our portfolio to ensure core assets are resilient in
energy transition goals could result in reduced or conditional access different oil and carbon price environments
to capital or shareholder/investor reluctance to invest. - There is ongoing engagement with host countries to understand
Failure to deliver on our commitment to eliminate routine flaring by and align with their long-term energy transition strategies,
2025 and thereby mitigate the carbon intensity of Tullow’s business including Paris Nationally Determined Contributions
may lead to stakeholder confidence erosion and impact our ability to
attract and retain talent.
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 - Business plan in place to deliver strong cash flow
due to oil price volatility, unexpected operational incidents, ongoing and deleveraging
costs associated with the COVID-19 pandemic and failure to deliver - Capital structure provides liquidity headroom through to
targeted farm downs of exploration assets and Kenya. December 2024 even in a low oil price environment
Failure to deliver our Business Plan could have a material negative - Disciplined capital allocation prioritising high return and short
impact on cash flow and our ability to reduce debt and strengthen payback investments, and a strong focus on cost control
the balance sheet, which may affect our ability to meet our financial
- Material commodity hedging programme protects against the
obligations when they fall due.
impact of a sustained low oil price environment
There is a risk that critical staff leave the organisation resulting - A new Employee Value Proposition (EVP) was rolled out in 2021,
in difficulty to deliver against our business plan. covering culture, working environment, remuneration, learning
We operate a lean and agile structure and are dependent on and development and performance management
a small number of key and critical roles. Loss of staff would - Employee engagement initiatives are in place, including an
increase pressure on remaining colleagues and could lead to employee advisory panel, Tullow Townhalls, coffee mornings
deterioration in the wellbeing of our colleagues, a poor working and employee engagement surveys
environment and, potentially, further attrition. - 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
STRATEGIC REPORT
Risk details Risk mitigations
The Company could be exposed to increased risk of non-compliance - Tullow maintains high ethical standards across the business.
with bribery and corruption legislation or contractual obligations Strong anti-bribery and corruption (ABC) governance processes/
along with other applicable business conduct requirements. procedures are in place as a core element of the Ethics and
In particular, an unforeseen material compliance breach could Conduct (E&C) programme
lead to regulatory action, an unsettled litigation/dispute or additional - A mandatory annual Code of Ethical Conduct eLearning and
future litigation that may result in unplanned cash outflow, penalty/ acknowledgement / certification process is in place for all
fines, reputational damage and a loss of stakeholder confidence in employees. Third-party due diligence procedures and assurance
Management. 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
The external cybersecurity threat environment is continuously - Security Incident Event Management (SIEM) system in place,
evolving and intensifying, therefore the risk of a major cyber-attack supported by an Advanced Security Operations Centre (SOC)
is an ongoing risk that requires constant monitoring and management. providing 24/7 network and device monitoring, alerting and
Tullow may suffer an external cyber-attack which could have far response
reaching consequences for the business. This could limit our ability - Security awareness programme in place supported by regular
to operate, impact production, expose the Company to high staff susceptibility phishing training and testing. Annual
ransomware demands or potentially trigger a major incident. This mandatory security awareness training for all staff
could result in financial loss, loss of stakeholder confidence, loss of - An independent technical assurance programme is in place
production, or additional cost by way of fines or resolution of service.
Nature of assurance
Lines of defence - Assurance activities are put in place across the three
lines of defence to assure that control activities are
First line of defence effective in mitigating risks to the business. These
Business leadership specifically focus on areas where there are internal/
(ownership and management of risk) external changes, control failures and historical issues.
- Own and manage business risks. Implement and execute
controls in business. Monitor risks and control at business - Business leadership is the first line of defence and is
level. responsible for ensuring their key risks have been
- Assurance provided through self-reviews and focused identified and that adequate controls are in place to
assurance reviews. manage those risks.
- Projects – implement and execute controls at site/project - Risk management and compliance functions act as the
level. Monitor risks and controls at site/project level. second line of defence, providing support and challenge
to the business in managing risks effectively, and
Second line of defence providing assurance that compliance with functional
Risk management and compliance functions (oversight standards is being met.
of risk management)
- Set the framework and support embedding of effective risk - Internal Audit acts as the third line of defence and is
management practices. responsible for providing independent assurance
- Provide challenge to leadership on the identification
through its risk-based internal audit programme.
and management of risk. The Internal Audit Plan and outputs are reviewed by
the Audit Committee. Agreed actions for improving
- Monitor compliance with functional standards
(minimum controls). the control environment and managing risk are owned
by assigned individuals and monitored through Tullow’s
- Provide assurance through periodic reporting and focused
reviews.
actions tracking process. The Audit Committee
monitors the implementation of actions.
Third line of defence - Tullow’s risk management and assurance processes
Internal Audit (independent assurance) provide the Board and the Management Team with
- Provide independent assurance of respective governance, reasonable, but not absolute, assurance that our assets
internal control systems and controls across all levels of and reputation are protected.
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.
STRATEGIC REPORT
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 The Company’s long-term Business Plan and operating strategy was presented to investors and the wider market at its
to strategy 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 In light of disappointing operational and financial performance in 2019, the Company carried out a Business Review,
and outcome 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.
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.
Stakeholder Whilst reviewing the 2021 budget and long-term Business Plan, the Board considered the following stakeholders:
considerations - 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.
Challenges The Board considered various options to address the Company’s debt maturities and concluded that the issuance of $1.8 billion
and outcome 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.
Stakeholder In reviewing the refinancing options for the Company, the Board considered the following stakeholders:
considerations - 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.
Challenges In making its decision to support the exercise of the pre-emption, the Board considered whether the acquisition was value
and outcome 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.
Stakeholder In making its decision, the Board considered the following stakeholders:
considerations - 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.
STRATEGIC REPORT
Context and link Since Tullow’s announcement in December 2019 of Board changes and revisions to 2020 guidance, the Company has,
to strategy 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 When making the decision to sell Tullow’s assets in Equatorial Guinea and the Dussafu asset in Gabon, the Board considered
and outcome 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 In making its decision to support the sale of Tullow’s assets in Equatorial Guinea and the Dussafu asset in Gabon, the
considerations 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.
Challenges The Board has endorsed the Group’s commitment to become a Net Zero Company by 2030 on its Scope 1 and 2 emissions
and outcome 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 When approving the Net Zero commitment of the Company, the Board considered the following stakeholders:
considerations - 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.
STRATEGIC REPORT
Context and link During 2020 Tullow fundamentally reset and downsized its business. During that time the Group directed its focus on
to strategy 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 The Employee Value Proposition introduced new working arrangements designed to provide staff with better work/life
and outcome 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.
Stakeholder In making its decision, the Board considered the following stakeholders:
considerations - 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.
Challenges Following extensive discussions at the Board during the second half of 2020 and early 2021, a project team was
and outcome 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.
Stakeholder In making its decision, the Board considered the following stakeholders:
considerations - 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.
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.
Failure to deliver Production is assumed to be in line with the Corporate 5% reduction in production in each year.
production targets Business Plan.
Failure to manage The Group has included probable outflow associated with tax In addition to the exposure included in the base case the
geopolitical risks exposures (refer to page 118 for a description of the Group’s Group has included $56 million related to potential outflows
uncertain tax treatments). which are currently not deemed to be probable but whose
likelihood is greater than remote.
Failure to manage The key impact of climate change on the Group’s portfolio of The Directors have considered an oil price sensitivity in line with
climate change assets is reflected in the oil price assumptions. See below. the IEA 'Net Zero by 2050 Scenario'; see below.
risks The Group has also assessed the impact of carbon pricing; refer
to the TCFD disclosure.
Risk of insufficient Oil price assumptions are based on the forward curve at The Group has analysed two downside oil price scenarios; the
liquidity and funding 31 December 2021 for two years, followed by the Group’s first is based on the Directors’ assessment of a reasonably
capacity to sustain Corporate Business Plan assumption from 2024 onwards: plausible downside scenario: 2022: $60/bbl; 2023: $61/bbl; 2024:
and grow the 2022: $76/bbl; 2023: $71/bbl; 2024: $62/bbl; 2025: $64/bbl; $62/bbl; 2025: $64/bbl; 2026: $65/bbl. The second is in line with
2026: $65/bbl. the IEA 'Net Zero by 2050 Scenario': 2022: $62/bbl; 2023: $59/
business / failure to
Operating costs and capital investment are assumed to be in bbl; 2024: $55/bbl; 2025: $52/bbl; 2026: $49/bbl.
deliver a highly cash
line with the Corporate Business Plan. 12% increase in operating costs.
generative business
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.
STRATEGIC REPORT
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.
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 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.
Environment Oil and gas production carries a high risk of environmental impact and
incidents related to production processes.
Further information: Environment,
see pages 31 to 32. 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.
Social policy We engage with communities early in the planning process to identify the
key impacts, both positive and negative, of our operations. We maintain
Further information: Community relations,
ongoing dialogue to provide information about Tullow’s activities and create
go to our Sustainability Report online.
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.
Respect for human rights Tullow respects and promotes internationally recognised human rights as
set out in the Universal Declaration of Human Rights and the International
Further information: Our Approach,
Labour Organization’s Declaration on Fundamental Principles and Rights at
go to our Sustainability Report online.
Work. When considering new investments, we review associated potential
human rights issues and their relationship to our operations.
Anti-corruption and anti-bribery Tullow has zero tolerance of any form of corruption. We conduct our
business honestly, fairly and transparently and we do not exercise improper
Further information: Anti-corruption and
influence on any individual or entity. We are subject to many anti-bribery
anti‑bribery, see page 33
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:
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.
Code of Ethical Conduct Level 1 KPIs: Deliver 2022 social Stakeholder risk on page 39 & 40
investment plan and develop long term
Non-Technical Risk Standard
shared prosperity strategy; implement
revised local content plan.
Human Rights Policy Level 2 KPI: Code of Ethical Conduct Stakeholder risk on page 39 & 40
training completed by all staff.
Code of Ethical Conduct 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.
A framework for
corporate governance
Following the appointment of the new Chair of the Board, the As part of the governance framework, the Board has
Board undertook a review of the schedule of matters reserved delegated some of its responsibilities to four Committees: the
for the Board and also the division of responsibilities between the Audit Committee, the Nominations Committee, the Safety and
Chair of the Board, the Chief Executive and the Senior Independent Sustainability Committee and the Remuneration Committee.
Director, and all of these are available on our website. The Board is satisfied that the Committees have sufficient
time and resources to carry out their duties effectively. Their
The Board has reviewed the criteria set out in the Corporate
terms of reference are reviewed and approved annually by
Governance Code and the FRC’s Guidance on Board
the Board and the respective Committee Chairs report on
Effectiveness and considers each of the non-executive
their activities to the Board. The individual Committee terms
Directors to be independent in character and judgement
of reference can be found on the Group’s website. Director
with no conflicts of interest. In addition, the Board is satisfied
attendance at Board and Committee meetings is summarised
that all non-executive Directors have disclosed their other
in the table overleaf.
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. Committee Reports on pages 61 to 87
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 Composition, succession and evaluation
who ensures that it has the policies, processes, information, To ensure that serving Executive Directors and Senior
time and resources it needs for it to function effectively Managers of the Company continue to possess the necessary
and efficiently. The Company Secretary is also responsible skills and experience required for the strategy of the business,
for ensuring compliance with all Board procedures and for the Board has established a Nominations Committee
providing advice to Directors when required. The Company to oversee the process of appointments and succession
Secretary acts as secretary to the Audit, Nominations, Safety planning for Directors and other Senior Managers. The role
and Sustainability and Remuneration Committees and has of the Nominations Committee is critical in ensuring that
direct access to the Chairs of these Committees. the Group’s Board and Committee composition and balance
support both the Group’s business ambitions and best
The Board typically meets seven times a year. One of those
practice in the area of corporate governance.
meetings is devoted to an extensive review of the long-term
strategy of the business and another is usually held at an During 2021, two significant changes to the Board were
overseas office of the Group to provide the Board with deeper announced. In June, Dorothy Thompson announced her intention
insights into the Company’s operations and an opportunity to step down as non-executive Chair of the Board. A search
to engage with stakeholders. In preparation for the Group’s process was initiated and in October Phuthuma Nhleko was
refinancing, as well as the asset disposals implemented by appointed as an independent non-executive Chair-Designate
the Group, certain Directors and Committees held a number of the Board. Phuthuma brings extensive emerging markets
of meetings and calls between meetings more frequently experience to Tullow having worked successfully across
than usual. Due to the restrictions imposed by the COVID-19 Africa over the past three decades. His biography can be
pandemic, several of these meetings were held via video- found on page 58. He was appointed Chair of the Board on
conference. Unfortunately, the Board was unable to travel as 1 January 2022. In September, the Company announced that
a group to an overseas office. However, the Chief Executive Les Wood, Chief Financial Officer and Executive Director, had
Officer was able to visit certain overseas offices, including mutually agreed with the Board that he would step down from
Ghana, and engage with a variety of stakeholders. Tullow on 31 March 2022, after the presentation of the 2021
full year results. A search process was initiated and, as at the
The focus of the Board’s meetings during the first half of
date of this Report, Tullow’s recruitment of a new CFO and
the year was on operational performance, the oversight of
Executive Director to replace Les Wood is ongoing. Further
the Business Plan and the refinancing of the Group. The
detail on the appointment process for these Directors can
second half of the year focused on capital allocation and the
be found in the Nominations Committee Report on pages
Company’s long-term strategy, stakeholder engagement,
67 to 68.
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.
CORPORATE GOVERNANCE
programmes which are specifically designed to complement
25++25105O
their background, experience and knowledge with a more
detailed understanding of the upstream industry and other
matters regularly discussed by the Board. The programmes Principal risks and
include one-to-one meetings with Senior Management, governance 10%
Audit, risk and internal control assist with technical concerns raised through the Company’s
The Board has delegated responsibility to the Audit confidential speaking-up service, Safe Call. The Company’s
Committee to satisfy itself on the integrity of the Financial external independent reserves auditor meets with the Audit
Statements and announcements on financial performance, Committee at least once a year to provide the Committee
overseeing the relationship with the external auditor and with an opportunity to ask questions and provide challenge
reviewing significant financial reporting and accounting to Senior Management’s assumptions.
policy issues.
The Audit Committee has also assumed responsibility Audit Committee Report pages 61 to 66
for overseeing the Group’s internal audit programme and
the process of identifying principal and emerging risks Remuneration Committee
and ensuring that they are managed effectively. As part The policies and practices for determining the remuneration
of that process, the Company’s internal financial controls of the Executive Directors and the Senior Managers have been
and internal control and risk management systems are delegated to the Remuneration Committee. The principal role
assessed annually. of the Remuneration Committee is to develop and maintain
a Remuneration Policy that ensures Executive Directors and
The Directors acknowledge their responsibility for the Senior Managers are rewarded in a manner that closely aligns
Group’s systems of internal control which are designed with the successful delivery of the Company’s long-term
to safeguard the assets of the Group and to ensure the purpose and strategy as well as those of the shareholders
reliability of financial information for both internal use and and other stakeholders, including the workforce.
external publication and to comply with the requirements
of the Code. Overall control is ensured by a regular detailed
Remuneration Committee Report pages 71 to 87
reporting system covering both operational and commercial
performance and the state of the Group’s financial affairs.
Board oversight of climate change and disclosures in
The Board has procedures for identifying, evaluating and alignment with TCFD
managing principal risks that impact the Group and these Climate change remains one of Tullow’s nine Principal
are regularly reviewed. Tullow recognises that any systems Risks with governance over climate related risks provided
of risk management and internal control can only provide at Board, senior Management and operational levels. The
reasonable, and not absolute, assurance that material Board has ultimate accountability for ensuring Tullow
financial irregularities will be detected or that the risk of maintains sound climate risk management and internal
failure to achieve business objectives is eliminated. However, control systems. Directors are responsible for ensuring
the Board does seek to ensure that Tullow has appropriate they remain sufficiently informed of climate related
systems in place for the identification and management risks to Tullow and the broader energy sector, required
of key risks, including emerging risks. In accordance with to be able to meet their fiduciary duties under the UK
the requirements of the Code, the Board has established Companies Act 2006.
procedures to manage risk, oversee the internal control
The Board:
framework and determine the nature and extent of the
principal risks the Company is willing to take in order to - takes account of the financial impact on Tullow’s existing
achieve its long-term strategic objectives. portfolio stemming from the risks of lower oil demand,
lower oil prices and potential carbon taxes identified in
Safety and Sustainability Committee a range of commonly accepted climate scenarios for the
The Board has delegated to this Committee the responsibility energy industry;
and oversight of the Company’s occupational and process
- ensures mitigation of climate change risks is embedded in
safety, people and asset security, health and environmental
Tullow’s strategy, decision making on capital allocation and
stewardship. The Committee monitors performance and
Management compensation;
key risks associated with these areas. The Committee also
provides oversight of the implementation of the Company’s - monitors indications of any changes in Tullow’s access to
strategic priorities with respect to sustainability, namely; a and cost of capital and debt, particularly stemming from
Net Zero delivery plan, Safe Operations, Shared Prosperity, shifts in investor sentiment towards the oil and gas sector
Environmental Stewardship, and Equality and Transparency. related to climate change;
- approves Tullow’s carbon management and performance,
Safety and Sustainability Committee Report pages 67 to 68 including targets for emissions reductions; and
CORPORATE GOVERNANCE
Zero commitment is also part of the Committee’s remit. The Board is satisfied that the Group has complied in full with
The Audit Committee oversees the assessment of Tullow’s the Code during the year ended 31 December 2021, with the
financial resilience considering the forecasts of various following exception:
scenarios on our portfolio and ensures it is appropriately i. The Directors’ Remuneration Policy, approved by
and transparently reflected in our financial disclosures. shareholders in 2020, provides that Executive Director
Through the Remuneration Committee the Board ensures pension contributions for new Executive Directors are
climate and sustainability performance, including aligned (as a percentage of salary) with those available
performance against our Net Zero target, is embedded to the workforce. However, it provides that pension
in the corporate scorecard and annual performance KPIs. contributions for existing Executive Directors will be
The Board approved the inclusion of a Sustainability KPI frozen at the 2019 cash amount and adjusted downwards
in the 2022 Scorecard with a weighting of 10%. so they are aligned (as a percentage of salary) with those
The Tullow Senior Leadership Team, led by the Director available to the workforce by 1 January 2023. This does
of People and Sustainability, supports climate risk not comply with Provision 38 of the Code which requires
management through review of Tullow’s commercial these contributions to be aligned with those available
resilience against various climate modelling scenarios. to the workforce; however, this is reflective of Provision
The Senior Leadership Team is also tasked with leading 143 of the FRC’s Guidance on Board Effectiveness, which
the incorporation of climate related risks, opportunities acknowledges that it may not be practical to alter existing
and scenario assumptions into enterprise risk registers. contractual arrangements. The Board confirms that the
The Ghana Managing Director is furthermore accountable pension contributions for the Chief Executive Officer
for the implementation of decarbonisation initiatives in our appointed in 2020 and those of the new Chief Financial
Ghana operations. The Non-Operated Business Manager Officer to be appointed in 2022 are aligned (as a percentage
and Head of Exploration are respectively responsible of salary) with those available to the workforce and that,
for identifying and managing climate related risks and following the departure of Les Wood by mutual agreement
opportunities for their businesses. Senior Leadership are of the Board on 31 March 2022, there will no longer be any
supported in managing these responsibilities through Executive Director receiving pension contributions which
our multi-disciplinary climate risk review process, are not in line with the workforce.
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 Phuthuma Nhleko
related risks and opportunities within their remit as part Chair
of an ongoing risk review cycle; climate risk management
reflects Tullow’s ‘top-down, bottom-up’ approach to risk, 8 March 2022
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.
N
Finance after a 28-year career at A
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
Phuthuma Nhleko Rahul Dhir Chemistry from Aberdeen University. Martin Greenslade
Independent non-executive Chief Executive Officer Current external roles
Non-executive Director
Chair Age: 56 Age: 56
None.
Age: 61 Tenure: 2 years Tenure: 3 years
Tenure: <1 year Appointment: April 2020 Appointment: 2019
A N S
Appointment: October 2021 Independent: No Independent: Yes
Independent: Yes Key strengths Key strengths
Key strengths Upstream business, exploration, Corporate finance, accounting and
Executive leadership, public company development and operations, audit, risk management and executive
governance and leadership, emerging executive leadership, capital markets, and public company leadership.
markets, engineering, investor M&A, environment, health, safety
and sustainability. Experience
relations, corporate finance, business
Martin, a chartered accountant,
development, risk management, Experience Mike Daly brings extensive corporate financial
technology and innovation. Rahul brings substantial leadership Non-executive Director experience to Tullow from a 34-year
Experience experience in the oil and gas industry Age: 68 career in the property, engineering
Phuthuma brings extensive emerging to Tullow, having founded Delonex and financial sectors in the UK and
Energy, an Africa-focused oil and Tenure: 7 years
markets experience to Tullow having across Africa, Scandinavia and
gas company in 2013. Prior to Appointment: 2014
worked successfully across Africa Europe. From 2005 to 2021 Martin
establishing Delonex, Rahul spent Independent: Yes
over the past three decades. was chief financial officer at Land
Phuthuma was Chief Executive of six years at Cairn India as chief Key strengths Securities Group plc, a listed UK real
MTN Group, the leading pan-African executive officer and managing Upstream business, exploration estate company. Previously, he spent
telecommunications company, from director. Under his leadership Cairn and appraisal executive leadership, five years as group finance director
2002 to 2011. During his time with India successfully completed a business development, executive and of Alvis plc, an international defence
MTN, the Group grew rapidly in Africa $2 billion IPO and grew to a market public company leadership, technology and engineering company. Martin
and the Middle East, gaining over value of nearly $13 billion with and innovation, environment, health, holds an MA in Computer and
185 million subscribers to become operated production of over 200,000 safety and sustainability. Natural Sciences from Cambridge
one of the largest listed companies barrels of oil equivalent per day. University and is also a graduate of
Rahul started his career as a Experience
in Africa. In 2013, Phuthuma returned Mike brings significant upstream the Stanford Executive Program,
to MTN as a non-executive Director Petroleum Engineer, before moving Stanford University, California.
into investment banking where he led experience to Tullow from a 40-year
and Chairman until 2019. This career in the oil and gas business.
teams at Morgan Stanley and Merrill Current external roles
included a period as Executive Mike spent 28 years at BP plc where
Lynch, advising major oil & gas Martin is a board trustee of the UK
Chairman from 2015 to 2017. He he held a number of senior executive
companies on merger and acquisition arm of International Justice Mission,
remained part of the international and functional roles within the
and capital market related issues. a human rights charity focused on
advisory board for the business until exploration and production division protecting the poor from violence and
August 2021. After stepping down Current external roles across Europe, South America, the ending human slavery.
as Chief Executive of MTN in 2011, Member of the International Board of Middle East and Asia, including eight
Phuthuma was a non-executive Advisors at the University of Texas years as head of exploration and new
Director at BP plc (2011–16) and at Austin. business development. He also served S
Anglo-American plc (2011–15). on BP’s executive team as executive
He also served previously on the vice president exploration, accountable
Boards of Nedbank and Old Mutual for the leadership of BP’s exploration
in South Africa. business. Mike was a member of the
Current external roles World Economic Forum’s Global
Phuthuma is Chairman of Phembani Agenda Council on the Arctic and has
Group, an investment group which served on the advisory board of the
he founded in 1994, and is British Geological Survey. He is a Sheila Khama
Chairman-designate of the visiting professor at the Department of Non-executive Director
Johannesburg Stock Exchange Ltd. Earth Sciences, Oxford University. He Age: 64
Les Wood holds a BSc in Geology from the
Phuthuma is also a non-executive Tenure: 3 years
Director of South African downstream Chief Financial Officer University College of Wales and a PhD
Age: 59 Appointment: 2019
energy company, Engen Petroleum, in Geology from Leeds University. Mike
is also a graduate of the Program for Independent: Yes
and a non-executive Director of Tenure: 4 years
IHS Towers, the NYSE-listed Appointment: 2017 Management Development, Harvard Key strengths
Emerging Markets Telecom Business School, and in 2014 was Extractives project and policy
Independent: No
Infrastructure Provider. awarded The Geological Society of reform, executive leadership,
Key strengths London’s Petroleum Group Medal. corporate governance, business
Upstream business, corporate development, public–private
finance, accounting and audit, Current external roles
partnership and sustainability.
business development, risk Non-executive director of Compagnie
management, executive leadership, Générale de Géophysique, a global Experience
investor and government relations. provider of geoscience and geophysical Sheila brings to Tullow a wealth of
services to the oil and gas industry, executive experience in the banking and
Experience where he is chair of the health, safety, natural resources sectors across Africa.
Les brings considerable financial environment and sustainable Sheila served as the chief executive
and commercial expertise to Tullow, development committee and a officer of De Beers Botswana from 2005
including major mergers and member of the investment committee. to 2010, after which she served as a
acquisitions delivery, joining in 2014 President of the Geological Society of director of the extractives advisory
as Vice President Commercial and London, a registered UK charity.
78+22O
78+
programme at the African Centre for R S A N R
CORPORATE GOVERNANCE
Economic Transformation. In 2013,
Sheila took up a position as director of Tenure
the Natural Resources Centre at the
African Development Bank, Abidjan,
Côte d’Ivoire. Sheila subsequently
4 Years
became a policy adviser at the World
average
Bank in Washington in 2016. In both
tenure
roles she advised host governments on
sustainable development policies for
Genevieve Sangudi Jeremy Wilson
natural resources. During this time she Non-executive Director Senior Independent
also represented the African Age: 45 Director 0–5 Years 7
Development Bank as an observer on Age: 57 6–10 Years 2
Tenure: 3 years
11++5633O
11
the international board of directors of Appointment: 2019 Tenure: 8 years
the Extractive Industries Transparency
Independent: Yes Appointment: 2013 Age
Initiative. Sheila holds a BA from the
* Genevieve Sangudi will be appointed Chair Independent: Yes
University of Botswana and an MBA
of the Remuneration Committee following
from the Edinburgh University * After nearly nine years as a non-executive
the Company’s Annual General Meeting
Business School. Director of Tullow, Jeremy Wilson will
in 2022.
be stepping down before October 2022 58 Years
Current external roles Key strengths
and will step down as Chair of the average
Sheila is currently a member of the Remuneration Committee immediately
Corporate finance, accounting and age
Advisory Board of the Centre for following the Company’s Annual General
audit, business development, risk Meeting in 2022.
Sustainable Development Investment, management, executive leadership
Columbia University, and the audit and investor relations. Key strengths 40–50 Years 1
committee of the United Nations Office Corporate finance, accounting and 51–60 Years 5
of Operations, a non-executive director Experience 61–70 Years 3
audit, business development, risk
of the Development Partner Institute, as Genevieve brings considerable
67++11O
67
management, executive leadership,
well as a non-executive Director of The marketing, investment and fund
public company governance and Nationality
Metals Company, which is listed on the management experience to Tullow
leadership and investor relations.
NASDAQ Stock Exchange in New York. from a 22-year career in the financial
sector in the US and across Africa. Experience
Genevieve began her career in Jeremy brings extensive strategic and
R S
business development as a marketing corporate finance experience to Tullow
executive at Procter & Gamble, developed over a 30-year business
Boston, before joining Emerging career. Most recently Jeremy spent
Capital Partners, a pan-African 26 years at the investment bank
private equity firm, as a partner and JP Morgan where he held a number
managing director. At Emerging of senior executive roles including British 6
Capital Partners Genevieve served on head of European mergers and Motswana 1
the boards of portfolio companies acquisitions, co-head of global natural South Africa 1
Mitchell Ingram working closely with the executive resources and diversified industrials Tanzanian 1
teams and set up the company’s and latterly vice chair of the bank’s
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78
Non-executive Director
operations in Nigeria. Since 2011, energy group. Up until mid-2020
Age: 59
Genevieve has been managing Jeremy was a non-executive
Gender
Tenure: <2 years director, Sub-Saharan Africa, for the director of John Wood Group plc, an
Appointment: 2020 American private equity company international engineering company
Independent: Yes Carlyle Group, based in Johannesburg, providing project and technical
Key strengths South Africa, leading on a number of services to the energy industry, where 22.2%
Upstream business, corporate significant transactions in Gabon, he served as a senior independent female
finance, accounting and audit, Tanzania, Nigeria and Uganda. director on the audit and nominations
business development, risk Genevieve holds a BA from committees and chair of the
management, executive leadership, Macalester College, St Paul, remuneration committee. Jeremy
investor and government relations. Minnesota, an MA in International holds an MSc in Engineering from Male 7
Affairs from Columbia University, Cambridge University. Female 2
Experience New York, and an MBA from the
67++33O
67
Mitchell brings a wealth of oil and Current external roles
Columbia Business School,
gas executive experience to Tullow, Columbia University.
Jeremy is founder, owner and chair Independence
having established a distinguished of the Lakeland Climbing Centre.
career spanning over 28 years of Current external roles
experience in the oil and natural gas Genevieve is currently managing
industry. Mitchell joined Anadarko in director, Sub-Saharan Africa, for the
American private equity company 77.8%
2015 and became executive independent
vice-president of International, Deep Carlyle Group.
Water, and Exploration in 2018. Prior
to this, he served as development
director and then asset general
manager for the Karachaganack field Independent 7
Non-independent 2
in Kazakhstan at BG Group, following
his time as managing director of QGC
Australia. Mitchell began his career Committee membership key
at Occidental and spent 22 years in a Committee Chair
number of technical and operational
A Audit Committee
roles in the UK North Sea, Qatar and
Libya. Mitchell holds a BSc in N Nominations Committee
Engineering Technology from Robert
R Remuneration Committee
Gordon University in Aberdeen.
S Safety and Sustainability Committee
Current external roles
None.
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 investors - Throughout the year, the CEO and CFO of dedicated webinars for Retail Investors
met virtually with major investors to to engage with this important part of our
OUR
NA
INV
TIO
Our host nations - The CEO met HE the President of Ghana Minister for Energy from Côte d’Ivoire and
in both Accra and London during 2021; the his officials. They also engaged with senior
CEO also met Ghana’s Ministers for Finance representatives of the Ghanaian, Gabonese,
OUR
HO
RS ST
TO
ES
NA
INV
and Energy in Accra and regularly engaged Mauritanian and British Governments as
TIO
NS
OUR
Our people - The non-executive Directors met with - The CEO and CFO hosted regular virtual
members of the Tullow Advisory Panel town hall events which included open Q&A
TO
RS
OUR
HO
ST on three occasions during the course throughout the year and took feedback via
of the year. These meetings provided regular pulse surveys.
ES
NA
INV
TIO
NS
OUR
CORPORATE GOVERNANCE
Dear shareholder The Committee also met with the new Group Ethics and
The Audit Committee continues to focus on ensuring that Compliance Manager and received updates on matters
Tullow has a strong system of financial and non-financial including the Code of Ethical Conduct, avenues available to
controls, risk management processes and internal our staff and suppliers for speaking up, and procedures for
audit programme. In particular, the Audit Committee’s the detection and prevention of fraud.
activities in 2021 included oversight of Tullow’s financial Based on the results of the annual effectiveness review of
reports, disclosures in key transactional documents, as risk management and internal control, the Audit Committee
well as assessing the effectiveness of the Company’s risk concluded that the system of internal controls operated
management and internal control processes. In this report, effectively throughout the financial year and up to the date
I also outline key areas of financial judgement and estimation, on which the Financial Statements were signed. There were
which were considered in Tullow’s accounts and the action areas identified for improvement and the Audit Committee is
taken by the Committee to ensure they fairly reflect Tullow’s confident that they are in the process of being addressed.
financial position. In 2021 particular focus was given to
judgements made in respect of uncertain tax treatments and Before advising the Board on the approval of the 2021
the Group’s going concern assessment and disclosure as it Annual Report and Accounts, the Committee asked the
has evolved pre and post the comprehensive refinancing in Senior Leadership Team to demonstrate to the Committee
May. The refinancing in May removed the short-term material its processes and procedures for ensuring that the report
uncertainties around the business continuing as a going contains the relevant information necessary for shareholders
concern and the increasing oil price improved operating cash to assess Tullow’s position, performance, business model
flows. The Committee continued to review the performance and strategy and that it is fair, balanced and understandable.
of our finance and supply chain outsourcing partner and Furthermore, the Committee, in conjunction with the Board
reviewed climate risk, including its TCFD analysis, scenarios provided detailed feedback to Management on the 2020
and disclosure. Annual Report and Accounts process, which has been
addressed through the 2021 process.
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. Martin Greenslade
Chair of the Audit Committee
The Committee oversaw the appointment of a new Head
of Internal Audit and Risk. This was particularly important 8 March 2022
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.
CORPORATE GOVERNANCE
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 A detailed accounting paper was received by the Committee from Management on the Group’s exploration and
of intangible evaluation assets, with a separate paper for Kenya, given its materiality. The papers documented Management’s
exploration and assessment of indicators for impairment and, if required, showed calculations for the impairments. The Committee
evaluation assets 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 The Committee received and reviewed the papers prepared by Management on the Group’s oil price and discount rate
property, plant and assumptions, which are used in the assessment of the carrying value of PP&E. At the September, December and March
equipment (PP&E) 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 A detailed accounting paper and cash flow analysis was prepared by Management and provided to the Committee,
and viability 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 A detailed paper was prepared by Management detailing the Group’s decommissioning provision assumptions making
costs 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 Detailed accounting papers on all tax and regulatory exposures were prepared by Management for the Committee’s
and regulatory review. Where relevant, the papers included summaries of external legal or tax advice on particular tax claims and
treatments 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.
60++155O
60
- Matters discussed included the auditor’s assessment
Allocation of Audit Committee time* (%)
of significant financial risks and the performance of
Ethics and Management in addressing these risks, the auditor’s
Oversight of
compliance 5% opinion of Management’s role in fulfilling obligations for
relationship with the maintenance of internal controls, the transparency
the external
auditor 5%
and responsiveness of interactions with Management,
confirmation that no restrictions have been placed on it by
Risk management Management, maintaining the independence of the audit,
process Financial
and internal reporting and and how it has exercised professional challenge.
controls 15% judgements 60%
- 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
Internal Audit 15% plan is presented to the Audit Committee for its review
and approval and, for the 2021 audit, the key audit risks
* Percentages are approximate. identified included: Oil and gas reserve estimation;
Impairment of Kenya exploration and evaluation (‘E&E’)
assets; Impairment and impairment reversal assessment
External auditor of Oil & Gas assets; Manipulation of period-end manual
Making recommendations to the Board on the appointment journals in order to overstate revenue and management
or re-appointment of the Group’s external auditor, overseeing override of controls; Estimation of Ghana decommissioning
the Board’s relationship with the external auditor and costs; and Uncertain tax treatments. These and other
overseeing the selection of a new external auditor, and identified risks are reviewed through the year and reported
assessing the effectiveness of the external audit process at Audit Committee meetings where the Committee
is a key responsibility of the Audit Committee. challenges the work completed by the auditor and tests
Management’s assumptions and estimates in relation to
- The UK Corporate Governance Code states that the Audit
these risks. The Committee also seeks an assessment
Committee should have primary responsibility for making a
from Management of the effectiveness of the external audit
recommendation on the appointment, re-appointment or
process. In addition, a separate questionnaire addressed to
removal of the external auditor. On the basis of the competitive
all attendees of the Audit Committee and Senior Finance
tender process carried out in 2018, the Committee
Managers is used to assess external audit effectiveness.
recommended to the Board the appointment of Ernst & Young
As a result of these reviews, the Audit Committee considered
LLP as Tullow’s statutory auditor for the 2020 financial year,
the external audit process to be operating effectively.
which was approved by shareholders at the 2020 AGM. Under
current regulations, the Group will be required to retender the - The Committee closely monitors the level of audit and
audit by no later than the 2030 financial year. non‑audit services provided by the external auditor to
the Group. Non-audit services are normally limited to
- The external auditor is required to rotate the audit partner
assignments that are closely related to the annual audit
responsible for the Group audit every five years. Mr Paul
or where the work is of such a nature that a detailed
Wallek is Ernst & Young LLP’s lead audit partner with effect
understanding of the Group is necessary. An internal
from 2020.
Tullow standard for the engagement of the external auditor
- The Audit Committee assessed the qualifications, expertise to supply non-audit services is in place to formalise
and resources, and independence of Ernst & Young LLP these arrangements. It was revised in January 2022 and
as well as the effectiveness of the audit process. This is reviewed bi-annually. It requires Audit Committee
review covered all aspects of the audit service provided approval for all non-trivial categories of non-audit work.
by Ernst & Young LLP, including obtaining a report on A breakdown of the fees paid in 2021 to the external
the audit firm’s own internal quality control procedures auditor in respect of audit and non-audit work is included
and consideration of the audit firm’s annual transparency in note 4 to the Financial Statements and summarised
reports in line with the UK Corporate Governance Code. The on the next page.
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.
CORPORATE GOVERNANCE
of audit and non-audit roles, Ernst & Young LLP is required, all layers of the Company. For each of the principal risk
as part of the assurance process in relation to the audit, to categories, the Board reviewed the risk strategies ensure
confirm to the Committee that it has both the appropriate they were still valid and their associated risk appetites.
independence and the objectivity to allow it to continue to
Internal Audit periodically presented its findings to the Audit
serve the Members of the Company. This confirmation is
Committee over delivery of the assurance plan, progress
received every six months and no matters of concern were
of issues raised and their timely resolution. On occasions,
identified by the Committee.
Senior Management representatives from the business were
66++20122O
66
also invited to the Audit Committee to provide updates on key
Fees payable to auditor (%) matters such as business process outsourcing and annual tax
strategy review.
Non-audit –
Non-audit
Other services 2% In addition, during the year, the Audit Committee received
– Corporate reports from the principal independent reserves auditor
finance 12% TRACS and reviewed the arrangements in place for managing
risk relating to the Group’s critical information systems.
Half year 20% All identified findings were assessed, with no indications of
fraud noted.
Audit
services 66% 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
Internal controls and risk management
on which the Financial Statements were signed. There were
Responsibility for reviewing the effectiveness of the Group’s
areas identified for improvement and the Audit Committee is
risk management and internal control is delegated to the
confident that they are in the process of being addressed.
Audit Committee by the Board.
In 2021, the Audit Committee reviewed, discussed and Internal audit requirements
briefed the Board on risks, controls and assurance, including The Audit Committee’s role is to consider how the Group’s
the annual assessment of the system of risk management internal audit requirements are satisfied and make relevant
and internal control, to monitor the effectiveness of the recommendations to the Board. Throughout 2021 the
procedures for internal control over financial reporting, Committee requested and received reports from Management
compliance and operational matters. on its resource and budget planning for the Internal Audit
function in order to assess the effectiveness of internal audit
The Audit Committee obtained comfort over the effectiveness
and satisfy itself that the quality, experience and expertise
of the Group’s risk management and internal control systems
of the function is appropriate for the business. The level of
through various assurance activities that included:
internal resource available to the function was lower than
- audits undertaken by the Internal Audit team; anticipated at the beginning of the year due to vacancies
for part of the year, and so the Committee challenged
- assurance undertaken by the Group functions and
Management to ensure sufficient budget was made available
Business Units;
for additional external resource where required, including
- enterprise risk management and assurance processes; consultants for specialised audits. The Committee also
regularly provided feedback on progress against the 2021
- the external auditor’s observations on internal financial
internal audit plan and guidance on the prioritisation of
controls identified as part of its audit; and
certain audits focused on the effectiveness of the control
- regular performance, risk and assurance reporting by the environment, with audits related to longer-term issues such
Business Unit and Corporate teams to the Board. as climate change deferred into 2022.
During the year, in concert with the Board, the Audit - A new Group Head of Internal Audit and Risk was appointed
Committee completed a robust assessment of the significant to the role in 2021. However, the individual subsequently
risks facing the Company, including those that would threaten resigned and a new Head of Internal Audit and Risk
its business model, future performance, solvency or liquidity. joined the Group in February 2022. The position’s main
This assessment included the identification of emerging risks. responsibilities include evaluating the Group’s assessment
The assessment process included engagements with the of the overall control environment.
Senior Leadership Team helping to support understanding,
Dear shareholder The search process for a new Chair of the Board was assisted
CORPORATE GOVERNANCE
The main function of the Nominations Committee is to by the search consultant Russell Reynolds, which has no
ensure that the Board and its Committees are appropriately other connection with the Company, its Group or any of the
constituted and have the necessary skills and expertise to Directors. The search process for a new Chief Financial
support the Company’s current and future activities and Officer and Executive Director is being assisted by the search
deliver its strategy for sustainable long-term success. Below consultant Cripps Sears, which has no other connection
Board level, the Committee focuses on the recruitment, with the Company, its Group or any of the Directors.
development and retention of a diverse pipeline of managers The Committee is also responsible for ensuring there
who will occupy the most senior positions in the Company in are plans in place for the orderly succession of Senior
the future. Manager positions within the business. The Committee and
The diversity of a board contributes to its success and the Board reviewed the proposals and arrangements for
I am pleased that we continue to have a strong African the recruitment, development and retention of managers
membership and a strong female membership on the Board. occupying the senior positions in the Company. In 2022, the
Committee will continue in this work and will be particularly
The key activity of the Committee in 2021 was two-fold: 1) the focused on ensuring the team has the necessary skills
appointment and oversight of a Chair Selection Committee and expertise to deliver the future business strategy whilst
to search for a new independent non-Executive Chair of the achieving a diverse and inclusive workforce population
Board, which resulted in the announcement on 25 October with a nationality mix which is representative of our assets’
2021 of the appointment of myself, Phuthuma Nhleko; and geographic footprint and improves our gender diversity.
2) the search for a new Chief Financial Officer and Executive Further details of our Inclusion and Diversity policy and how
Director, which is ongoing as at the date of this Report and it has been implemented in 2021, including our diversity
expected to conclude shortly. statistics, can be found on pages 34 and 35. The Committee is
I was appointed as an independent non-executive Director conscious that, following the resignation of Dorothy Thompson
of the Board and Chair Designate on 25 October 2021. from the Board on 31 December 2021, the Board is no longer
Dorothy Thompson stepped down as Chair of the Board and composed of at least 33% women. However it is pleased
Chair of the Nominations Committee on 31 December 2021, that, following my appointment, the Board has increased its
whereupon I was appointed as the independent non‑executive diversity of nationalities and is more representative of our
Chair of the Board and Chair of the Nominations Committee assets’ geographic footprint. The Committee will continue to
with effect from 1 January 2022. Because Dorothy Thompson review the diversity of skills and experience at the Board and
was Chair of the Committee during the search for her the need for gender diversity remains a priority.
replacement, the Committee appointed a Chair Selection In October 2021, the Committee initiated an internal
Committee led by the Senior Independent Director, Jeremy evaluation of the performance of the Board and its
Wilson, the Chair Selection Committee focused on identifying Committees. Further details on the process and results of
candidates that possessed the skills, experience and values the evaluation can be found on pages 54 and 55 and those
required to lead the Board and support our Executive results have been used to update the annual rolling agendas
Directors to deliver our long-term strategy in pursuit of our of the Board and its Committees and will shape the training
purpose. These included: excellence in leadership; a strong programme for Directors, and will continue to inform the
depth of experience of working in and with our African host work of the Committee in 2022.
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 Phuthuma Nhleko
our host countries efficiently and safely while minimising its Chair of the Nominations Committee
environmental impact. I look forward to supporting the Tullow
team as they grow the business, deliver shared prosperity 8 March 2022
and create value for our investors, staff, host nations and
communities. My biography can be found on page 58 of
this report.
CORPORATE GOVERNANCE
The Safety and Sustainability Committee monitors the The Committee’s role is to monitor the performance and
performance and sets the forward-looking agenda for the key risks that the Company faces in relation to safety
Company in relation to Safe Operations, Shared Prosperity, and sustainability.
Environmental Stewardship and Equality and Transparency. The Committee oversees the processes and systems put
The Committee also executes in-depth reviews of strategically in place by the Company to meet our stated objectives
important areas of concern for the Group. of protecting employees, the communities in which we
In 2021 the Committee continued to recognise the importance operate and the natural environment, and potential future
of process safety and particularly the need for a focus on changes in external market drivers. Additionally, it monitors
asset integrity and maintenance in Ghana with performance the effectiveness of operational organisations across the
reviewed at each Committee meeting. There was also Company in delivering continuous improvement in EHS
renewed focus on maximising the learning from both through reviewing a wide range of EHS leading and lagging
occupational and process safety related incidents across indicators to gain an insight into how EHS policies, standards
every part of the business, including the non-operated part of and practices are being implemented.
our activities. The Committee has also had several deep dives The Committee continues to review high-potential incidents
relating to the decision and preparations to self-operate the (5 in 2021), especially where they have occurred repeatedly
KNK FPSO in Ghana from mid-2022. in one location or activity. During 2021 we reviewed
Through 2021 COVID-19 continued to present a huge incident trends, including events where there was a loss
challenge to our people, however, their commitment and of containment of a hazardous fluid in order to identify
professionalism have resulted in continued safe operations common causations and ensure that improvement activities,
through the year. including initiatives/campaigns, were appropriately targeted.
The Committee also scrutinises the outcome of audits and
Tullow continued to review its overall approach to investigations and importantly the closure of related actions.
sustainability, with a focus on embedding sustainability in the
organisation. This involved regular review of the performance Additionally, the Committee reviews Tullow’s broader
of our Net Zero plan; our socio-economic investments; our sustainability performance against our goals, aligned to our
local content plans and also the performance of our teams overall purpose and business strategy. This includes receiving
and their engagement. The Group reviewed its business for a updates on Tullow’s performance as evaluated by ESG ratings
third year against the recommendations of the Task Force on agencies, our shared prosperity performance, progress of
Climate-related Financial Disclosures (TCFD), and for the first our Net Zero strategy and also the health of the organisation
time used third party to assure all of our non-financial data through employee engagements.
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
Annual statement
CORPORATE GOVERNANCE
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.
Summary of Executive Director remuneration for 2022 At the beginning of last year, I engaged with many of the
Base salary levels were last increased with effect from Company’s major shareholders and institutions which
1 January 2019 (3% increase) and frozen in 2020 and 2021. represent the views of many of our stakeholders to ensure an
Considering the higher inflation environment, the standard understanding of the remuneration decisions taken ahead of
pay increase awarded to UK based employees will be 3% and last year’s AGM. This year I will again be contacting our major
the Committee has agreed the same increase for Rahul Dhir. shareholders with an offer of engagement prior to the AGM
Given his planned departure, there will be no salary increase and look forward to any feedback they wish to provide.
for Les Wood.
Directors’ Remuneration Policy
We have finalised our KPI scorecard for 2022 with a focus on
The existing Policy was approved by shareholders at the
production, safety, cash flow, sustainability, and unlocking
2020 AGM and will therefore require reapproval at the 2023
value through the delivery of critical activities. Details can
AGM. During the course of 2022, the Committee will consider
be found on page 15. We believe all targets to be suitably
whether any changes are required to the Policy. Any material
challenging.
changes will be the subject of prior consultation with our
When our new CEO joined in July 2020, as previously mentioned major shareholders.
we needed to restart the relative Total Shareholder Return (TSR)
metric from July 2020 so he bore no penalty or reward for Remuneration Committee Chair
the time before he joined. We also reduced the weighting I will be stepping down as Chair of the Remuneration
of the TSR measure over 2020 and 2021 to 25% and 35% Committee after the forthcoming AGM in 2022 and
respectively. This will revert to a 50% weighting in 2022, to will be replaced by Genevieve Sangudi as Chair of the
rebalance the focus placed on short-term and longer-term value Remuneration Committee.
creation and to better reflect the shareholder experience.
Concluding thoughts
For our new CFO, any TIP payable for 2022 will be pro rated
On behalf of the Committee, I would like to thank
for time served in 2022.
shareholders for their vote approving the Directors’
Remuneration Report at the last AGM. I look forward to your
Remuneration arrangements for the wider workforce
continued support over the coming year where a key task of
As noted in my statement last year, the Committee reviewed
the Committee is to review the current remuneration policy
the revised Employee Value Proposition in December 2020
in anticipation of a binding vote in 2023 and we will therefore
and was pleased to report its alignment with the Values and
be seeking to consult with key shareholders on any significant
culture of the Company. The Committee has monitored the
changes during the second part of 2022. If you have any
implementation and effectiveness of the new arrangements
comments or questions on any element of the report, please
throughout 2021 and is confident that the new arrangement is
contact me via our Company Secretary, Adam Holland, at
supporting the high-performance culture encouraged in the
companysecretary@tullowoil.com.
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
Jeremy Wilson
During the year, members of the Committee met with the
Chair of the Remuneration Committee
workforce Tullow Advisory Panel (TAP), a staff panel, which
collectively represents Tullow’s global workforce. These 8 March 2022
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.
Achieved %
9.8 7.0 9.9 5.5 9.1 4.7 5.2 0 Achieved
51.2%
0% 10% 20% 30% 40% 50% 60% 70% 90% 90% 100%
CORPORATE GOVERNANCE
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
Executive Directors
Rahul Dhir5 2021 580,000 87,000 7,010 580,000 606,796 1,860,806 674,010 1,186,796
2020 291,580 43,738 1,461 174,870 174,870 686,519 336,779 349,740
Les Wood6 2021 461,500 115,374 78,291 461,495 482,816 1,599,476 655,165 944,311
2020 461,500 115,374 10,846 185,521 185,521 958,762 587,720 371,042
Subtotal 2021 2021 1,041,500 202,374 85,301 1,041,495 1,089,612 3,460,282 1,329,175 2,131,107
Subtotal 2020 2020 753,080 159,112 12,307 360,391 360,391 1,645,281 924,499 720,782
Non-executive Directors
Dorothy Thompson7 2021 300,000 – – – – 300,000 300,000 n/a
2020 506,560 – 5,338 – – 511,898 511,898 n/a
Mike Daly 2021 65,000 – – – – 65,000 65,000 n/a
2020 80,000 – – – – 80,000 80,000 n/a
Jeremy Wilson 2021 95,000 – 890 – – 95,890 95,890 n/a
2020 95,000 – 3,979 – – 98,979 98,979 n/a
Genevieve Sangudi 2021 65,000 – – – – 65,000 65,000 n/a
2020 65,000 – 781 – – 65,781 65,781 n/a
Sheila Khama 2021 65,000 – – – – 65,000 65,000 n/a
2020 65,000 – 2,329 – – 67,329 67,329 n/a
Martin Greenslade 9
2021 85,000 – – – – 85,000 85,000 n/a
2020 78,720 – – – – 78,720 78,720 n/a
Mitchell Ingram 10
2021 80,000 – – – – 80,000 80,000 n/a
2020 20,250 – – – – 20,250 20,250 n/a
Phuthuma Nhleko8 2021 11,082 – – – – 11,082 11,082 n/a
Former non-executive Directors
Steve Lucas 2020 26,550 – – – – 26,550 26,550 n/a
Subtotal 2021 2021 766,082 – 890 – – 766,972 766,972 n/a
Subtotal 2020
(includes former
non‑executive Directors) 2020 937,080 – 12,427 – – 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.
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.
CORPORATE GOVERNANCE
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:
Actual
% of award (Rahul Dhir
(% of salary and
Performance metric Performance maximum) Les Wood) 1,2
Safety Health and safety of our staff and everyone who is associated with our operations. There has 9.8% 9.8%
Measure of Total been a marked improvement in EHS performance relative to last year. (39)% (39)%
Recordable Incident Trigger Base Stretch 2021 Performance
Rate (TRIR) and
Loss of Primary
TRIR as per IOGP 0.92 0.72 0.58 0.43
Containment Payout 0% 50% 100% 100%
(LOPC) Tier 1& 2
as per IOGP Trigger Base Stretch 2021 Performance
Financial Key value driver for our business and the delivery of this KPI is driven by cost and working 9.8% 7.0%
Performance capital management. (39)% (28)%
2021
Trigger Base Stretch Performance
Adherence to
work programme 90% 95% 100% 94%
Payout 0% 50% 100% 37%
In 2021 we implemented 94% of the planned activity for the year and within Budget.
Capital Structure A comprehensive debt refinancing was completed in May 2021. $1.8 billion senior secured 9.8% 9.1%
Agree appropriate notes due 2026 were successfully placed, with the proceeds used to repay outstandings under (39)% (36)%
debt refinancing 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.
Sustainability In March 2021, we committed to being Net Zero on our Scope 1 and Scope 2 GHG emissions, 6.5% 4.7%
Embed on a net equity basis, by 2030. In 2021, we began implementing decarbonising initiatives in (26)% (19)%
Sustainability across Ghana, including the re-motor of two compressors. We appointed Terra Global to work with
the organisation 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.
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.
Leadership The Board made a judgement on the performance and decision making of the senior 6.5% 5.2%
Effectiveness leadership team over the year. They considered several factors, including the strength and (26%) (21)%
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.
Relative Total Performance against a bespoke group of listed exploration and production companies 35% 0%
Shareholder measured from July 2020 to 31 December 2021 – 25% is payable at median, increasing to (140%) (0)%
Return (TSR)3 100% payable at upper quartile.
Tullow placed below median.
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 Cash TIP Deferred TIP
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.
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.
250
96 4,000
200
72 3,000
150
48 2,000
100
24 1,000
50
0 0 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
CORPORATE GOVERNANCE
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 £2,623,116 £2,750,273 £2,378,316 £2,835,709 £2,893,232 £1,717,276 – – – –
Annual bonus 70% – – – – – – – – –
PSP vesting 23% – – – – – – – – –
TIP – 30% 23% 38% 39% 40% – – – –
Year ending in
Paul McDade2 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
Total
remuneration n/a n/a n/a n/a n/a £1,416,281 £2,759,684 £986,706 – –
TIP – n/a n/a n/a 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
Rahul Dhir 4
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 n/a £686,519 £1,860,806
TIP n/a n/a n/a n/a n/a n/a n/a 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.
1. 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.
2. Increase in average employee benefits is driven by changes to annual medical insurance premiums.
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.
CORPORATE GOVERNANCE
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.
2020 2021 % change
1. Voluntary disclosure.
Executive Directors
Rahul Dhir2 1,346,000 1,346,000 307% 319,316 – 9,000,000 – – – –
Les Wood 198,457 198,457 65% 787,874 – – – 36,306 1,061 37,367
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 – 7,070 – – – – – – – –
Martin Greenslade – – – – – – – – – –
Mitchell Ingram – 50,000 – – – – – – – –
Phuthuma Nhleko – – – – – – – – – –
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.
CORPORATE GOVERNANCE
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.
Governance
Remuneration Committee members
Jeremy Wilson (Committee Chair), Genevieve Sangudi and Mitchell Ingram.
CORPORATE GOVERNANCE
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 Generally reviewed annually with increases normally Any increases to current Executive Director
fixed cash income. effective from 1 April. Base salaries will be set by the salaries, presented in the ‘Application of Policy
To attract and retain individuals Committee taking into account: in 2020’ column below this Policy table, will not
with the personal attributes, skills - the scale, scope, and responsibility of the role; normally exceed the average increase awarded
and experience required to deliver to other UK-based employees.
- the skills and experience of the individual;
our strategy. Increases may be above this level in certain
- the base salary of other employees, including circumstances, for instance if there is an
increases awarded to the wider population; and increase in the scale, scope or responsibility
- the base salary of individuals undertaking similar of the role or to allow the base salary of
roles in companies of comparable size and newly appointed Executives to move towards
complexity. This may include international oil and market norms as their experience and
gas sector companies or a broader group of FTSE- contribution increase.
listed organisations.
A broad assessment of individual and business performance is used as part of the salary review.
No recovery provisions apply.
Not applicable.
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 Maximum opportunity
To align the interests of Executive Directors are required to retain at least 400% of salary.
Management and shareholders 100% of post-tax share awards until a minimum
and promote a long-term shareholding equivalent to 400% of base salary is
approach to performance and risk achieved in owned shares.
management. 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.
Not applicable.
CORPORATE GOVERNANCE
Purpose and link to strategy Operation Maximum opportunity
To provide an appropriate fee level The Chair is paid an annual fee and the non- Non-executive Director remuneration is
to attract individuals with the executive Directors are paid a base fee and additional determined within the limits set by the Articles
necessary experience and ability responsibility fees for the role of Senior Independent of Association.
to make a significant contribution Director or for chairing a Board Committee. There is no maximum prescribed fee increase
to the Group’s activities while also Fees are normally reviewed annually. although fee increases for non-executive
reflecting the time commitment Directors will not normally exceed the average
and responsibility of the role. Each non-executive Director is also entitled to
a reimbursement of necessary travel and other increase awarded to Executive Directors.
expenses including associated tax costs. Increases may be above this level if there is an
increase in the scale, scope or responsibility
Non-executive Directors do not participate in any of the role.
share scheme or annual bonus scheme and are not
eligible to join the Group’s pension schemes.
Not applicable.
Calculation of TIP Awards from the date of grant. Deferred shares issued in lieu of any
In addition to base salary and other benefits described in the portion of the cash bonus component of a TIP Award shall be
Remuneration Policy, each Executive Director shall be eligible subject to malus, clawback and the minimum shareholding
to receive an award issued under the rules of the TIP (a TIP requirements set out on page 86 of this report.
Award). The TIP combines short- and long term incentive-
based pay and includes a cash bonus component and a Approval
deferred share award component. This report was approved by the Board of Directors on
8 March 2022 and signed on its behalf by:
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
Jeremy Wilson
weightings given to them, which are set by the Committee at
Chair of the Remuneration Committee
the start of the relevant financial year normally, reflect the
Committee’s belief that any incentive compensation should be 8 March 2022
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
The Directors present their Annual Report and audited Non-adjusting events
Financial Statements for the Group for the year ended FID for the Tilenga Project in Uganda and the East African
31 December 2021. Crude Oil Pipeline (EACOP) as reported by Total Energies Ltd on
1 February 2022 triggered a contingent consideration payment
Principal activities of $75 million (net of $7 million indemnity provision relating to
Tullow is an independent oil and gas, exploration and tax audits) in relation to Tullow’s sale of its assets in Uganda to
production group, quoted on the London, Euronext Dublin and Total in 2020 which was received on 16 February 2022. This was
Ghanaian stock exchanges. The Group has interests in over recognised as a current receivable as at 31 December 2021.
30 exploration and production licences across eight countries.
There have not been any other events since 31 December
2021 that have resulted in a material impact on the year
Strategic Report
end results.
The Group is required by section 414A of the Companies Act
2006 and the Central Bank of Ireland’s Transparency (Directive Share capital
2004/109/EC) Regulations 2007 (as amended) to present a As at 7 March 2021, the Company had an allotted and fully
Strategic Report in the Annual Report. This can be found on paid up share capital of 1,434,159,242 ordinary shares each
pages 1 to 51. The Strategic Report contains an indication with a nominal value of £0.10.
of the Directors’ view on likely future developments in the
business of the Group. In addition, following the introduction Substantial shareholdings
of the EU Non-Financial Reporting Directive, the Strategic As at 31 December 2021, the Company had been notified
Report also provides direction on where information on the in accordance with the requirements of provision 5.1.2 of
impact of activities on employees, social and environmental the Financial Conduct Authority’s Disclosure Guidance and
matters, human rights and anti‑corruption and anti-bribery Transparency Rules of the following significant holdings in
matters can be found within the Annual Report and Financial the Company’s ordinary share capital:
Statements, as well as a description of the Group’s policies
and where these are located. The Corporate Governance % of issued
capital (as
Report on pages 52 to 87 is the corporate governance at date of
statement for the purposes of Disclosure Guidance and Shareholder Number of shares notification)
Transparency Rule 7.2.1. The Annual Report and Financial
Petrolin Group
Statements use financial and non-financial KPIs wherever
(Samuel Dossou-Aworet) 1,408,609,725 13.07%
possible and appropriate.
Azvalor Asset Management
Results and dividends S.G.I.I.C., S.A. 129,405,439 9.04%
The loss on ordinary activities after taxation of the Group for RWC Asset Management LLP 71,022,015 5.09%
the year ended 31 December 2021 was $81 million (2020: loss
of $1,222 million). Summerhill Trust Company
(Isle of Man) Limited 58,838,104 4.19%
In 2021, the Board recommended that no interim and final
dividend would be paid. The Goldman Sachs Group, Inc 36,204,265 2.54%
Subsequent events since 31 December 2021 As at 7 March 2022, the Company had been notified in
Adjusting events accordance with the requirements of provision 5.1.2 of
On 15 February 2022 a panel of arbitrators, working under the Financial Conduct Authority’s Disclosure Guidance
the jurisdiction of Norwegian law, delivered an award in and Transparency Rules and the Central Bank of Ireland’s
favour of HiTec Vision (HiTec) in relation to its dispute with Transparency (Directive 2004/109/EC) Regulations 2007
Tullow (Award). The panel had been asked to adjudicate as to (as amended) of the following significant holdings in the
whether discoveries made in the PL-537 Licence (Offshore Company’s ordinary share capital since 31 December 2021:
Norway) between 2013 and 2016 had triggered a further % of issued
payment under the SPA between Tullow and HiTec regarding capital (as
at date of
the purchase of Spring Energy in 2013. With the Award, the Shareholder Number of shares notification)
panel has decided by way of split decision that conditions for
a further payment outlined in the SPA were met. The Tribunal Azvalor Asset Management
ruled that Tullow should pay $76 million. This amount also S.G.I.I.C., S.A. 143,900,820 10.04%
includes interest and costs. This has been recognised in the
balance sheet as a liability as at 31 December 2021.
CORPORATE GOVERNANCE
The rights and obligations of shareholders are set out in the part of the Company’s assets, or vest the Company’s assets
Company’s Articles of Association (which can be amended by in whole or in part in trustees upon such trusts for the
special resolution). The rights and obligations attaching to the benefit of shareholders, but no shareholder is compelled to
Company’s shares are as follows: accept any property in respect of which there is a liability;
- dividend rights – holders of the Company’s shares may, by - control rights under employee share schemes – the
ordinary resolution, declare dividends but may not declare Company operates a number of employee share schemes.
dividends in excess of the amount recommended by the Under some of these arrangements, shares are held by
Directors. The Directors may also pay interim dividends. trustees on behalf of employees. The employees are not
No dividend may be paid other than out of profits available entitled to exercise directly any voting or other control
for distribution. Subject to shareholder approval, payment rights. The trustees will generally vote in accordance with
or satisfaction of a dividend may be made wholly or partly employees’ instructions and abstain where no instructions
by distribution of specific assets; are received. Unallocated shares are generally voted at the
discretion of the trustees; and
- voting rights – voting at any general meeting may be
conducted by a show of hands unless a poll is duly - restrictions on holding securities – there are no restrictions
demanded. On a show of hands every shareholder who is under the Company’s Articles of Association or under UK law
present in person at a general meeting (and every proxy or that either restrict the rights of UK resident shareholders
corporate representative appointed by a shareholder and to hold shares or limit the rights of non-resident or
present at a general meeting) has one vote regardless of the foreign shareholders to hold or vote the Company’s
number of shares held by the shareholder (or represented ordinary shares.
by the proxy or corporate representative). If a proxy has
There are no UK foreign exchange control restrictions on
been appointed by more than one shareholder and has been
the payment of dividends to US persons on the Company’s
instructed by one or more of those shareholders to vote ‘for’
ordinary shares.
the resolution and by one or more of those shareholders
to vote ‘against’ a particular resolution, the proxy shall
Material agreements containing
have one vote for and one vote against that resolution. On
‘change of control’ provisions
a poll, every shareholder who is present in person has one
The following significant agreements will, in the event of a
vote for every share held by that shareholder and a proxy
‘change of control’ of the Company, be affected as follows:
has one vote for every share in respect of which he has
been appointed as proxy (the deadline for exercising voting - to the extent that a ‘change of control’ occurs, as a result
rights by proxy is set out in the form of proxy). On a poll, a of: (i) a disposal of all or substantially all the properties or
corporate representative may exercise all the powers of the assets of the Company and all its restricted subsidiaries
Company that has authorised him; (other than through a merger or consolidation) in one or
a series of related transactions; (ii) a plan being adopted
- a poll may be demanded by any of the following: (a) the
relating to the liquidation or dissolution of the Company; or
Chairman of the meeting; (b) at least five shareholders
(iii) any person becoming the beneficial owner, directly or
entitled to vote and present in person or by proxy or
indirectly, of shares of the Company which grant that person
represented by a duly authorised corporate representative
more than 50% of the voting rights of the Company:
at the meeting; (c) any shareholder or shareholders present
in person or by proxy or represented by a duly authorised - under the $600 million senior secured revolving facility
corporate representative and holding shares or being a agreement between, among others, the Company
representative in respect of a holder of shares representing and certain subsidiaries of the Company, ABSA Bank,
in the aggregate not less than one-tenth of the total voting Barclays, BNP Paribas, DNB (UK), JP Morgan, ING
rights of all shareholders entitled to attend and vote at the Belgium, Nedbank, Standard Chartered Bank, Standard
meeting; or (d) any shareholder or shareholders present Bank of South Africa, Glas Trust Corporation and the
in person or by proxy or represented by a duly authorised lenders specified there in, the Company is obliged to
corporate representative and holding shares or being a notify the agent (who notifies the lenders) upon the
representative in respect of a holder of shares conferring occurrence of a change of control. Each lender shall
a right to attend and vote at the meeting on which there be entitled to repayment of all outstanding amounts
have been paid up sums in the aggregate equal to not less owed by the Company and certain subsidiaries of
than one-tenth of the total sums paid up on all the shares the Company to it under the agreement and any
conferring that right; connected finance document. Each lender shall be
entitled to cancel its commitments immediately under
- return of capital – in the event of the liquidation of the
the agreement. So long as such lender states its
Company, after payment of all liabilities and deductions
requirement to be repaid within 30 days of being notified
taking priority, the balance of assets available for distribution
by the agent, the repayment amount will become due
will be distributed among the holders of ordinary shares
and payable by no later than 30 days after the agent
according to the amounts paid up on the shares held by
has notified the Company to request such payments.
them. A liquidator may, with the authority of a special
CORPORATE GOVERNANCE
The Company shall appoint (disregarding Alternate Directors) to continue engaging with our workforce. Further details on the
no fewer than two and no more than 15 Directors. The TAP and employee engagement are described on page 60 of
appointment and replacement of Directors may be made this report.
as follows:
We have an employee share plan for all permanent employees,
- the shareholders may by ordinary resolution elect any which gives employees a direct interest in the business’ success.
person who is willing to act to be a Director;
Political donations
- the Board may elect any person who is willing to act to be
In line with Group policy, no donations were made for
a Director. Any Director so appointed shall hold office only
political purposes.
until the next Annual General Meeting and shall then be
eligible for election;
Corporate responsibility
- each Director is required in terms of the Articles of The Group works to achieve high standards of environmental,
Association to retire from office at the third Annual General health and safety management. Our performance in
Meeting after the Annual General Meeting at which he or these areas can be found on pages 28 to 35 of this report.
she was last elected or re-elected, although he or she may Further information is available on the Group website:
be re-elected by ordinary resolution if eligible and willing. www.tullowoil.com, and our 2021 Sustainability Report.
However, to comply with the principles of best corporate
governance, the Board intends that each Director will Auditor and disclosure of relevant audit information
submit him or herself for re-election on an annual basis; Having made the requisite enquiries, so far as the Directors
are aware, there is no relevant audit information (as defined
- the Company may by special resolution remove any Director
by section 418(3) of the Companies Act 2006) of which the
before the expiration of his or her period of office or may, by
Company’s auditor is unaware and each Director has taken all
ordinary resolution, remove a Director where special notice
steps that ought to have been taken to make him or herself
has been given and the necessary statutory procedures are
aware of any relevant audit information and to establish that
complied with; and
the Company’s auditor is aware of that information.
- there are a number of other grounds on which a Director’s
A resolution to re-appoint Ernst & Young as the Company’s
office may cease, namely voluntary resignation, where all
auditor will be proposed at the 2022 AGM on 25 May 2022.
the other Directors (being at least three in number) request
More information can be found in the Audit Committee Report
his or her resignation, where he or she suffers physical or
on page 64.
mental incapacity, where he or she is absent from meetings
of the Board without permission of the Board for six
Annual General Meeting
consecutive months, becomes bankrupt or compounds with
The AGM is expected to be held at 12 noon on Wednesday
his or her creditors or where he or she is prohibited by law
25 May 2022. The Notice of Annual General Meeting will set out
from being a Director.
the resolutions to be proposed at the forthcoming AGM, which
will be sent to shareholders in due course and in accordance
Encouraging diversity in our workforce
the the requirement of the Listing Rules.
Tullow is committed to eliminating discrimination and
encouraging diversity amongst its workforce. Decisions related This Corporate Governance Report (which includes the
to recruitment selection, development or promotion are based Directors’ Remuneration Report) and the information referred
upon merit and ability to adequately meet the requirements to herein have been approved by the Board and signed on its
of the job, and are not influenced by factors such as gender, behalf by:
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
Adam Holland
and detailed approach are set out in Tullow’s Code of Ethical
Company Secretary
Conduct and Equal Opportunities Policy.
8 March 2022
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 Registered office:
time with the Group, Tullow will provide support to help them 9 Chiswick Park
remain safely in continuous employment. 566 Chiswick High Road
London W4 5XT
Employee involvement and engagement
Company registered in England and Wales No. 3919249
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
The Directors are responsible for preparing the Annual Report The Directors are responsible for keeping adequate accounting
and the Financial Statements in accordance with applicable records that are sufficient to show and explain the Company’s
United Kingdom law and regulations. and Group’s transactions and disclose with reasonable
accuracy at any time the financial position of the Company
Company law requires the directors to prepare Financial
and the Group and enable them to ensure that the Company and
Statements for each financial year. Under that law the
the Group Financial Statements comply with the Companies
directors have elected to prepare the Group and Parent
Act 2006. They are also responsible for safeguarding the
Company financial statements in accordance with UK-adopted
assets of the Group and Parent Company and hence for taking
international accounting standards (IFRSs), and the Parent
reasonable steps for the prevention and detection of fraud and
Company financial statements in accordance with United
other irregularities.
Kingdom Generally Accepted Accounting Practice (United
Kingdom Accounting Standards and applicable law), including Under applicable law and regulations, the Directors are also
Financial Reporting Standard 101 Reduced Disclosure responsible for preparing a strategic report, Directors’ report,
Framework (FRS 101). Under company law the directors must Directors’ remuneration report and corporate governance
not approve the Financial Statements unless they are satisfied statement that comply with that law and those regulations.
that they give a true and fair view of the state of affairs of the The Directors are responsible for the maintenance and
Group and the Company and of the profit or loss of the Group integrity of the corporate and financial information included
and the Company for that period. on the Company’s website.
Under the Financial Conduct Authority’s Disclosure Guidance
Directors’ responsibility statement (DTR 4.1 and the
and Transparency Rules and the Transparency (Directive
Transparency (Directive 2004/109/EC) Regulations
2004/109/EC) Regulations 207 (as amended), Group Financial
(as amended))
Statements are required to be prepared in accordance with
The Directors confirm, to the best of their knowledge:
UK adopted international accounting standards and
international Financial Reporting Standards adopted pursuant - that the consolidated Financial Statements, prepared in
to Regulation (EC) No. 1606/2002 as it applies in the European accordance with UK-adopted international accounting
Union. standards and IFRSs 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: - give a true and fair view of the assets, liabilities, financial
position and profit of the Parent Company and undertakings
- select suitable accounting policies in accordance with IAS 8
included in the consolidation taken as a whole;
Accounting Policies, Changes in Accounting Estimates and
Errors and then apply them consistently; - that the Annual Report, including the Strategic Report,
includes a fair review of the development and performance
- make judgements and accounting estimates that are
of the business and the position of the Company and
reasonable and prudent;
undertakings included in the consolidation taken as a
- present information, including accounting policies, in a whole, together with a description of the principal risks
manner that provides relevant, reliable, comparable and and uncertainties that they face; and
understandable information;
- that they consider the Annual Report, taken as a whole, is fair,
- provide additional disclosures when compliance with the balanced and understandable and provides the information
specific requirements in IFRSs and in respect of the Parent necessary for shareholders to assess the Company’s
Company Financial Statements, FRS 101 is insufficient position, performance, business model and strategy.
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 Rahul Dhir Les Wood
applies in the European Union. Chief Executive Officer Chief Financial Officer
- have been followed, subject to any material departures 8 March 2022 8 March 2022
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.
Opinion
FINANCIAL STATEMENTS
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 balance sheet as at 31 December 2021 Company balance sheet as at 31 December 2021
Group income statement for the year then ended Company statement of changes in equity for the year
then ended
Group statement of comprehensive income for the year then ended Related notes 1 to 6 to the financial statements
including a summary of significant accounting policies
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
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).
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.
FINANCIAL STATEMENTS
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.
91++54O 92
91 92++08O 64
64++279O
Adjusted EBITDAX Revenue Total assets
101% – Full scope components 92% – Full scope components 64% – Full scope components
-6% – Specific scope components 0% – Specific scope components 27% – Specific scope components
5% – Other procedures 8% – Other procedures 9% – Other procedures
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.
FINANCIAL STATEMENTS
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.
FINANCIAL STATEMENTS
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.
FINANCIAL STATEMENTS
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.
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.
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.
FINANCIAL STATEMENTS
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.
2021 2020
FINANCIAL STATEMENTS
Notes $m $m
Continuing activities
Revenue 2 1,273.2 1,396.1
Cost of sales 4 (638.9) (993.6)
2021 2020
Notes $m $m
Attributable to:
Owners of the Company (267.8) (1,214.4)
2021 2020
Notes $m $m
ASSETS
Non-current assets
Intangible exploration and evaluation assets 9 354.6 368.2
Property, plant and equipment 10 2,914.6 3,237.9
Other non-current assets 11 489.1 547.4
Derivative financial instruments 18 – 2.6
Deferred tax assets 21 354.4 494.3
4,112.7 4,650.4
Current assets
Inventories 12 134.8 96.1
Trade receivables 13 99.8 79.0
Other current assets 11 704.5 717.1
Current tax assets 6 19.7 36.4
Derivative financial instruments 18 – 17.2
Cash and cash equivalents 14 469.1 805.4
Assets classified as held for sale 15 – 155.6
1,427.9 1,906.8
Total assets 5,540.6 6,557.2
LIABILITIES
Current liabilities
Trade and other payables 16 (751.1) (750.7)
Borrowings 17 (100.0) (3,170.5)
Provisions 20 (296.5) (229.8)
Current tax liabilities (115.1) (52.2)
Derivative financial instruments 18 (80.9) (17.8)
Liabilities directly associated with assets classified as held for sale 15 – (187.3)
(1,343.6) (4,408.3)
Non-current liabilities
Trade and other payables 16 (987.1) (1,064.7)
Borrowings 17 (2,468.7) –
Provisions 20 (431.0) (620.9)
Deferred tax liabilities 21 (677.3) (673.3)
Derivative financial instruments 18 (99.0) –
(4,663.1) (2,358.9)
Total liabilities (6,006.7) (6,767.2)
Net liabilities (466.1) (210.0)
EQUITY
Called-up share capital 22 214.2 211.7
Share premium 22 1,294.7 1,294.7
Equity component of convertible bonds – 48.4
Foreign currency translation reserve (248.8) (247.4)
Hedge reserve 18 (39.3) 4.8
Hedge reserve – time value 18 (146.9) (5.4)
Merger reserve 755.2 755.2
Retained earnings (2,295.2) (2,272.0)
Equity attributable to equity holders of the Company (466.1) (210.0)
Total equity (466.1) (210.0)
Equity
FINANCIAL STATEMENTS
component Foreign Hedge
of currency reserve
Share Share convertible translation Hedge – time Merger Retained Total
capital premium bonds reserve 1 reserve 2 value 2 reserve earnings equity
Notes $m $m $m $m $m $m $m $m $m
At 1 January 2020 210.9 1,294.7 48.4 (242.1) 4.6 (17.5) 755.2 (1,070.6) 983.6
Loss for the year – – – – – – – (1,221.5) (1,221.5)
Hedges, net of tax 18 – – – – 0.2 12.1 – – 12.3
Currency translation
adjustments – – – (5.3) – – – – (5.3)
Exercising of
employee share
options 22 0.8 – – – – – – (0.8) –
Share-based
payment charges 23 – – – – – – – 20.9 20.9
At 1 January 2021 211.7 1,294.7 48.4 (247.4) 4.8 (5.4) 755.2 (2,272.0) (210.0)
Loss for the year – – – – – – – (80.7) (80.7)
Hedges, net of tax 18 – – – – (44.1) (141.5) – – (185.6)
Derecognition of the
convertible bond3 17 – – (48.4) – – – – 48.4 –
Currency translation
adjustments – – – (1.4) – – – – (1.4)
Exercising of
employee share
options 22 2.5 – – – – – – (2.5) –
Share-based
payment charges 23 – – – – – – – 11.6 11.6
At 31 December 2021 214.2 1,294.7 – (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.
2021 2020
Notes $m $m
FINANCIAL STATEMENTS
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.
(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.
FINANCIAL STATEMENTS
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.
(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.
(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.
FINANCIAL STATEMENTS
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.
(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.
FINANCIAL STATEMENTS
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).
(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).
FINANCIAL STATEMENTS
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.
FINANCIAL STATEMENTS
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.
2021
Sales revenue by origin 910.6 362.6 – – – 1,273.2
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
FINANCIAL STATEMENTS
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.
Ghana Non-Operated Kenya Exploration Corporate Total
$m $m $m $m $m $m
2020
Sales revenue by origin 963.5 432.6 – – – 1,396.1
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.
Finance income has been presented as part of net financing costs (refer to note 5).
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.
FINANCIAL STATEMENTS
2021 2020
Notes $m $m
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.
a. Includes recurring explorations costs written off where there is no deferred tax impact.
b. Includes hedging losses and interest expense.
c. Includes movements in provisions in respect of uncertain tax treatments.
FINANCIAL STATEMENTS
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.
2021 2020
Number Number
Number of shares
Basic weighted average number of shares 1,418,378,706 1,410,629,325
Dilutive potential ordinary shares 45,708,796 67,539,005
Diluted weighted average number of shares 1,464,087,502 1,478,168,330
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 $m
FINANCIAL STATEMENTS
The below table provides a summary of the exploration costs written off on a pre tax basis by country.
2021
Remaining
Rationale for 2021 recoverable
2021 write-off amount
Country CGU write-off $m $m
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.
2020
Remaining
Rationale for 2020 recoverable
2020 write-off amount
Country CGU write-off $m $m
Cost
At 1 January 10,460.2 69.6 1,018.6 11,548.4 11,279.6 190.6 1,038.5 12,508.7
Additions 1 73.0 1.6 73.5 148.1 203.6 9.6 16.5 229.7
Disposals – (1.4) – (1.4) (11.0) (125.6) (17.6) (154.2)
Transfer to assets held
for sale 15 – – – – (1,050.9) – (19.5) (1,070.4)
Currency translation
adjustments (11.5) (0.3) (0.4) (12.2) 38.9 (5.0) 0.7 34.6
At 31 December 10,521.7 69.5 1,091.7 11,682.9 10,460.2 69.6 1,018.6 11,548.4
Depreciation,
depletion,
amortisation and
impairment
At 1 January (7,915.9) (42.3) (352.3) (8,310.5) (8,194.6) (157.7) (264.7) (8,617.0)
Charge for the year 4 (304.9) (13.4) (60.6) (378.9) (382.3) (12.4) (72.4) (467.1)
Impairment loss (54.3) – – (54.3) (250.0) (0.6) – (250.6)
Capitalised
depreciation – – (38.0) (38.0) – – (23.8) (23.8)
Disposal – 1.4 – 1.4 10.9 122.8 7.1 140.8
Transfer to assets held
for sale 15 – – – – 938.2 – 1.6 939.8
Currency translation
adjustments 11.4 0.5 0.1 12.0 (38.1) 5.6 (0.1) (32.6)
At 31 December (8,263.7) (53.8) (450.8) (8,768.3) (7,915.9) (42.3) (352.3) (8,310.5)
Net book value at
31 December 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:
Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 onwards
FINANCIAL STATEMENTS
2021
Trigger for 2021 Remaining
2021 Impairment/ Pre-tax recoverable
impairment/ (reversal) discount rate amounte
(reversal) $m assumption $m
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.
2020
Trigger for 2020 Remaining
2020 Impairment/ Pre tax recoverable
impairment/ (reversal) discount rate amount
(reversal) $m assumption $m
Non-current
Amounts due from Joint Venture Partners 19 486.0 547.4
VAT recoverable 3.1 –
489.1 547.4
Current
Amounts due from Joint Venture Partners 19 554.7 521.9
Underlifts 26.7 19.5
Prepayments 49.6 60.7
Other current assets 73.5 115.0
704.5 717.1
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).
The increase in oil stock is associated with the timing of liftings of the Group's share of crude oil around period end.
FINANCIAL STATEMENTS
2021 2020
Notes $m $m
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.
Assets
Property, plant and equipment 76.0 54.6 130.6
Inventories 5.6 1.4 7.0
Other current assets 11.3 6.7 18.0
Assets classified as held for sale 92.9 62.7 155.6
Liabilities
Trade and other payables (3.5) (27.9) (31.4)
Current tax liabilities (10.0) – (10.0)
Deferred tax liabilities (16.7) – (16.7)
Provisions (124.3) (4.9) (129.2)
Liabilities directly associated with assets classified as held for sale (154.5) (32.8) (187.3)
Net (liabilities)/assets directly associated with disposal group (61.6) 29.9 (31.7)
Equatorial Guinea and the Dussafu asset in Gabon are included within the Non-operated segment of the Group.
1. Accruals mainly relate to capital expenditure, interest expense on bonds and loans and staff-related expenses.
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.
Current
Borrowings – within one year
6.625% Convertible Bonds due 2021 ($300 million) – 290.9
6.25% Senior Notes due 2022 ($650 million) – 646.7
Reserves Based Lending credit facility – 1,441.7
7.00% Senior Notes due 2025 ($800 million) – 791.2
10.25% Senior Secured Notes due 2026 ($1,800 million) 100.0 –
100.0 3,170.5
2021 2020
$m $m
Non-current
Borrowings – after one year but within five years
7.00% Senior Notes due 2025 ($800 million) 792.1 –
10.25% Senior Secured Notes due 2026 ($1,800 million) 1,676.6 –
2,468.7 –
Carrying value of total borrowings 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.
FINANCIAL STATEMENTS
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.
Financial assets
Financial assets at amortised cost
Trade receivables 99.8 79.0
Amounts due from Joint Venture Partners 1,040.7 1,069.3
Cash and cash equivalents 469.1 805.4
Derivative financial instruments
Used for hedging – 19.8
1,609.6 1,973.5
Financial liabilities
Liabilities at amortised cost
Trade payables 135.2 127.3
Other payables 439.4 471.6
Borrowings 2,568.7 3,170.5
Lease liabilities 1,163.4 1,216.5
Derivative financial instruments
Used for hedging (179.9) (17.8)
4,127.0 4,968.1
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.
FINANCIAL STATEMENTS
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.
Gross
amounts Net amounts
offset presented
Gross in Group in Group
amounts balance balance
recognised sheet sheet
31 December 2021 $m $m $m
Gross
amounts Net amounts
offset presented
Gross in Group in Group
amounts balance balance
recognised sheet sheet
31 December 2020 $m $m $m
Hedge structure
Collars 32,259 $54.73 $77.30 –
Zero cost dollars 1,203 $55.00 $95.33 –
Straight Puts 9,000 $38.84 – –
Total/weighted average 42,462 $51.37 $77.94 –
Hedge structure
Collars 33,095 $55.00 $74.62 –
Total/weighted average 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:
Effect on equity
Market
movement
as at 2021 2020
31 Dec 2021 $m $m
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:
2021 2020
Cash flow hedge reserve $m $m
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:
2021 2020
Deferred amounts in the hedge reserve – intrinsic $m $m
FINANCIAL STATEMENTS
Hedge reserve summary
2021 2020
Deferred amounts in the hedge reserve – time value $m $m
2021 2020
Reconciliation to sales revenue $m $m
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:
Effect on finance costs Effect on equity
2021 2020 2021 2020
Market movement $m $m $m $m
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.
FINANCIAL STATEMENTS
Foreign currency risk continued
Weighted
average Less than 1–3 3 months 1–5 5+
effective 1 month months to 1 year years years Total
interest rate $m $m $m $m $m $m
31 December 2021
Non-interest bearing n/a 71.9 18.6 26.0 71.3 5.7 193.5
Lease liabilities 7.1% 44.4 52.7 217.2 950.3 16.4 1,281.0
Fixed interest rate instruments 9.3%
Principal repayments – – 100.0 2,500.0 – 2,600.0
Interest charge – 28.0 207.0 689.0 – 924.0
116.3 99.3 550.2 4,210.6 22.1 4,998.5
Weighted
average Less than 1–3 3 months 1–5 5+
effective 1 month months to 1 year years years Total
interest rate $m $m $m $m $m $m
31 December 2020
Non-interest bearing n/a 18.9 14.8 55.7 66.1 34.1 189.5
Lease liabilities 7.1% 22.3 59.9 158.5 955.6 20.1 1,216.5
Fixed interest rate instruments 7.8%
Principal repayments – – 300.0 1,450.0 – 1,750.0
Interest charge 9.9 28.0 78.6 216.3 – 332.9
Variable interest rate instruments 5.6%
Principal repayments – – – 1,431.0 – 1,431.0
Interest charge 4.3 9.9 44.4 217.5 – 276.1
55.4 112.6 637.2 4,336.5 54.2 5,196.0
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.
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.
FINANCIAL STATEMENTS
Other Other
Decommissioning provisions Total Decommissioning provisions Total
2021 2021 2021 2020 2020 2020
Notes $m $m $m $m $m $m
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.
Discount Cessation of
rate production Total Discount rate Cessation of Total
Inflation assumption assumption 2021 assumption production 2020
assumption 2021 2021 $m 2020 2020 $m
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.
2021 2020
$m $m
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
Equity share capital
allotted and fully paid Share premium
Number $m $m
FINANCIAL STATEMENTS
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.
2021 TIP – number of shares 28,116,828 2,488,749 8,191,155 673,619 21,740,803 2,054,238
2021 TIP – average weighted share price
at grant 133.0 60.5 188.8 81.8 105.3 191.2
2019 TIP – number of shares 19,803,133 10,133,701 (2,274,564) 454,558 28,116,828 4,394,115
2019 TIP – average weighted share price
at grant 203.6 10.9 222.2 226.3 133.0 214.3
2021 ESAP – number of shares 29,919,699 – 9,462,175 2,818,626 17,638,898 5,181,246
2021 ESAP – average weighted share price
at grant 126.1 – 198.4 67.8 96.5 213.4
2020 ESAP – number of shares 22,256,115 21,858,732 (4,062,562) (10,132,586) 29,919,699 11,711,333
2020 ESAP – average weighted share price
at grant 223.6 10.9 213.5 57.1 126.1 218.9
2021 SOP – number of shares 5,943,263 – – 3,896,508 2,046,755 2,046,755
2021 SOP – WAEP 1,124.6 – – 1,134.4 1,106.0 1,106.0
2020 SOP – number of shares 6,433,141 – – (489,878) 5,943,263 5,943,263
2020 SOP – WAEP 1,125.6 – – 1,137.7 1,124.6 1,124.6
2021 Buyout Awards – number of shares 9,000,000 – – – 9,000,000 –
2021 Buyout Awards – WAEP 25.7 – – – 25.7 –
2020 Buyout Awards – number of shares – 9,000,000 – – 9,000,000 –
2020 Buyout Awards – WAEP – 25.7 – – 25.7 –
2021 SAYE – number of phantom shares – 1,534,241 – – 1,534,241 –
2021 SAYE – WAEP – 38.0 – – 38.0 –
2020 SAYE – number of phantom shares – – – – – –
2020 SAYE – WAEP – – – – – –
The options granted during the year were valued using a proprietary binomial valuation.
FINANCIAL STATEMENTS
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.
2021 SAYE 2021 TIP 2020 TIP 2020 ESAP 2020 Buyout
Weighted average fair value of awards granted 34.8p 60.5p 10.9p 10.9p 21.5p
Weighted average share price at exercise for awards exercised 44.6p 31.4p 48.9p 25.8p –
Principal inputs to options valuations model:
Weighted average share price at grant 53.6p 60.5p 10.9p 10.9p 27.7p
Weighted average exercise price 38.0p 0.0p 0.0p 0.0p 25.7p
Risk-free interest rate per annum1 0.7% 0.1%/0.4% 0.3% 0.3% –0.1%
Expected volatility per annum1, 2 92% 101%/85% 82% 82% 78%–83%
Expected award life (years)1, 3 3.6 3.0/5.0 3.0 3.0 4.9–6.2
Dividend yield per annum4 0.0% n/a n/a n/a 0%
Employee turnover before vesting per annum1 5% 5%/0% 5% 5% 0%
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.
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.
FINANCIAL STATEMENTS
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.
2021 2020
Purchases of property, plant and equipment $m $m
Hardman Oil and Gas Pty Ltd Australia Indirect Level 9, 1 William Street, Perth WA 6000, Australia
Hardman Resources Pty Ltd Australia Indirect Level 9, 1 William Street, Perth WA 6000, Australia
Tullow Chinguetti Production Pty Ltd Australia Indirect Level 9, 1 William Street, Perth WA 6000, Australia
Tullow Petroleum (Mauritania) Pty Ltd Australia Indirect Level 9, 1 William Street, Perth WA 6000, Australia
Tullow Uganda Holdings Pty Ltd Australia Indirect Level 9, 1 William Street, Perth WA 6000, Australia
Tullow Uganda Operations Pty Ltd Australia Indirect Level 9, 1 William Street, Perth WA 6000, Australia
Tullow (EA) Holdings Limited British Virgin Islands Indirect Ritter House, Wickhams Cay, Tortola, VG1110,
British Virgin Islands
Planet Oil International Limited England and Wales Indirect 9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
Tullow Argentina Limited England and Wales Indirect 9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
Tullow Comoros Limited England and Wales Indirect 9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
Tullow Côte d’Ivoire Onshore Limited England and Wales Indirect 9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
Tullow EG Exploration Limited¹ England and Wales Indirect 9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
Tullow Gambia Limited² England and Wales Indirect 9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
Tullow Group Services Limited England and Wales Direct 9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
Tullow Jamaica Limited England and Wales Indirect 9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
Tullow New Ventures Limited England and Wales Indirect 9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
Tullow Mozambique Limited England and Wales Indirect 9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
Tullow Oil 100 Limited England and Wales Direct 9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
Tullow Oil 101 Limited England and Wales Direct 9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
Tullow Oil Finance Limited England and Wales Direct 9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
Tullow Oil SK Limited England and Wales Direct 9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
Tullow Oil SNS Limited³ England and Wales Direct 9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
Tullow Oil SPE Limited England and Wales Direct 9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
Tullow Peru Limited England and Wales Indirect 9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
Tullow Senegal |Exploration Limited⁴ England and Wales Indirect 9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
Tullow Technologies Limited England and Wales Indirect 9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
Tullow Uganda Midstream Limited⁵ England and Wales Indirect 9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
Tullow Uruguay Limited England and Wales Indirect 9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
Tullow Oil Gabon SA Gabon Indirect Rue Louise Charon B.P. 9773, Libreville
Tullow Gabon Limited Isle of Man Indirect First Names House, Victoria Road, Douglas
IM2 4DF, Isle of Man
Tullow Oil (Mauritania) Ltd Guernsey Indirect P.O. Box 119, Martello Court, Admiral Park,
St. Peter Port GY1 3HB, Guernsey
Tullow Oil Holdings (Guernsey) Ltd Guernsey Indirect P.O. Box 119, Martello Court, Admiral Park,
St. Peter Port GY1 3HB, Guernsey
Tullow Oil Limited Ireland Direct Number 1, Central Park, Leopardstown, Dublin 18,
Ireland
Tullow Congo Limited Isle of Man Indirect First Names House, Victoria Road, Douglas
IM2 4DF, Isle of Man
Tullow Gabon Holdings Limited Isle of Man Indirect First Names House, Victoria Road, Douglas
IM2 4DF, Isle of Man
Tullow Mauritania Limited Isle of Man Indirect First Names House, Victoria Road, Douglas
IM2 4DF, Isle of Man
Tullow Namibia Limited Isle of Man Indirect First Names House, Victoria Road, Douglas
IM2 4DF, Isle of Man
Tullow Côte d’Ivoire Exploration Limited Jersey Indirect 44 Esplanade, St Helier JE4 9WG, Jersey
Tullow Côte d’Ivoire Limited Jersey Indirect 44 Esplanade, St Helier JE4 9WG, Jersey
Tullow Ghana Limited Jersey Indirect 44 Esplanade, St Helier JE4 9WG, Jersey
Tullow India Operations Limited Jersey Indirect 44 Esplanade, St Helier JE4 9WG, Jersey
Tullow Oil (Jersey) Limited Jersey Direct 44 Esplanade, St Helier JE4 9WG, Jersey
Tullow Oil International Limited Jersey Indirect 44 Esplanade, St Helier JE4 9WG, Jersey
Tullow Ethiopia BV Netherlands Indirect 9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
Tullow Guyana BV Netherlands Indirect 9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
Tullow Hardman Holdings BV Netherlands Indirect Prinses Margrietplantsoen 33, 2595AM
‘s-Gravenhage, The Netherlands
Tullow Kenya BV Netherlands Indirect 9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
Tullow Netherlands Holding Cooperatief BA Netherlands Indirect Prinses Margrietplantsoen 33, 2595AM
’s-Gravenhage, The Netherlands
Tullow Overseas Holdings BV Netherlands Direct 9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
Tullow Suriname BV Netherlands Indirect Prinses Margrietplantsoen 33, 2595AM
’s-Gravenhage, The Netherlands
Tullow Uganda Holdings BV Netherlands Indirect Prinses Margrietplantsoen 33, 2595AM
’s-Gravenhage, The Netherlands
Tullow Zambia BV Netherlands Indirect 9 Chiswick Park, 566 Chiswick High Road, London
W4 5XT, United Kingdom
Tullow Oil Norge AS Norway Indirect Tordenskioldsgate 6B, 0160 Oslo, Norway
Energy Africa Bredasdorp (Pty) Ltd South Africa Indirect 11th Floor, Convention Tower, Heerengracht
Street, Foreshore, Cape Town 8001, South Africa
Tullow South Africa (Pty) Limited South Africa Indirect 11th Floor, Convention Tower, Heerengracht
Street, Foreshore, Cape Town 8001, South Africa
T.U. S.A. Uruguay Indirect Colonia 810, Of. 403, Montevideo, Uruguay
Ghana
Area Tullow
Licence/Unit area Fields sq km interest Operator Other partners
Deepwater Tano Jubilee, Wawa, Tweneboa, 619 47.18% Tullow Kosmos, KEGIN¹, GNPC,
Enyenra, Ntomme Jubilee Oil Holdings, Petro SA
West Cape Three Points Jubilee, Mahogany, Teak 150 25.66% Tullow Kosmos, GNPC,
Jubilee Oil Holdings, Petro SA
Jubilee Field Unit Area2 Jubilee, Mahogany, Teak 35.48% Tullow 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
Area Tullow
Licence/Unit area Fields sq km interest Operator Other partners
Côte d’Ivoire
CI-26 Special Area ‘E’ Espoir 235 21.33% CNR Petroci
Gabon
Avouma Avouma, South Tchibala 52 7.50% Vaalco Addax (Sinopec), Sasol, PetroEnergy
Ebouri Ebouri 15 7.50% Vaalco Addax (Sinopec), Sasol, PetroEnergy
Echira Echira 76 40.00% Perenco Gabon Oil Company
Etame Etame, North Tchibala 49 7.50% Vaalco Addax (Sinopec), Sasol, PetroEnergy
Ezanga 5,626 8.57% Maurel & Prom
Gwedidi Gwedidi 5 7.50% Maurel & Prom Gabon Oil Company
Limande Limande 54 40.00% Perenco Gabon Oil Company
Mabounda Mabounda 6 7.50% Maurel & Prom Gabon Oil Company
Maroc Maroc 17 7.50% Maurel & Prom Gabon Oil Company
Maroc Nord Maroc Nord 17 7.50% Maurel & Prom Gabon Oil Company
Mbigou Mbigou 5 7.50% Maurel & Prom Gabon Oil Company
M'Oba M'Oba 57 24.31% Perenco Gabon Oil Company
Niembi Niembi 4 7.50% Maurel & Prom Gabon Oil Company
Niungo Niungo 96 40.00% Perenco Gabon Oil Company
Oba Oba 44 10.00% Perenco Gabon Oil Company
Omko Omko 16 7.50% Maurel & Prom Gabon Oil Company
Onal Onal 46 7.50% Maurel & Prom Gabon Oil Company
Simba Simba 315 57.50% Perenco
Tchatamba Marin Tchatamba Marin 30 25.00% Perenco ONE-Dyas BV
Tchatamba South Tchatamba South 40 25.00% Perenco ONE-Dyas BV
Tchatamba West Tchatamba West 25 25.00% Perenco ONE-Dyas BV
Turnix Turnix 18 27.50% Perenco Gabon Oil Company
FINANCIAL STATEMENTS
Area Tullow
Licence Fields sq km interest Operator Other partners
Kenya
Block 10BA 11,569 50.00% Tullow Africa Oil, Total
Block 10BB Amosing, Ngamia 6,172 50.00% Tullow Africa Oil, Total
Block 12B 6,200 100.00% Tullow
Block 13T Ekales, Twiga 4,719 50.00% Tullow Africa Oil, Total
Exploration
Area Tullow
Licence/Unit area Fields sq km interest Operator Other partners
Argentina
Block MLO-114 5,942 40.00% Tullow Pluspetrol, Wintershall Dea
Block MLO-119 4,546 40.00% Tullow Pluspetrol, Wintershall Dea
Block MLO-122 4,420 100.00% Tullow
Côte d’Ivoire
CI-524 551 90.00% Tullow Petroci
Guyana
Kanuku 5,165 37.50% Repsol Total
Orinduik 1,776 60.00% Tullow Total, Eco Atlantic O&G
2020
2021 Restated1
Notes $m $m
ASSETS
Non-current assets
Investments 1 4,350.3 3,366.1
4,350.3 3,366.1
Current assets
Other current assets 3 544.8 509.0
Cash at bank 74.1 5.9
619.0 514.9
Total assets 4,969.2 3,881.0
LIABILITIES
Current liabilities
Trade and other payables 4 (389.4) (437.8)
Borrowings 5 (100.0) (2,879.6)
Derivative financial instruments (73.1) –
(562.5) (3,317.1)
Non-current liabilities
Borrowings 5 (2,468.7) –
Derivative financial instruments 5 (99.0) –
(2,567.7) –
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.
Foreign
FINANCIAL STATEMENTS
Currency
Share Share Translation Merger Retained Total
capital premium reserve Reserves earnings equity
$m $m $m $m $m $m
At 1 January 2020 (as previously reported) 210.9 1,294.7 194.5 671.5 (78.0) 2,449.7
Loss for the year (restated) – – – – (1,906.9) (1,906.9)
Exercising of employee share options 0.8 – – – (0.8) –
Share-based payment charges – – – – 20.9 20.9
As 1 January 2021 (as adjusted) 211.7 1,294.7 194.5 671.5 (1,808.8) 563.6
Profit for the year – – – – 1,263.8 1,263.8
Exercising of employee share options 2.5 – – – (2.5) –
Share-based payment charges – – – – 11.6 11.6
FINANCIAL STATEMENTS
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.
(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.
Note 1. Investments
FINANCIAL STATEMENTS
2020
2021 Restated
$m $m
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.)
2020
2021 Remaining
Trigger for 2021 Remaining 2020 recoverable
2021 Impairment/ recoverable Impairment amount
impairment/ (reversal) amount Restated Restated
(reversal) $m $m $m $m
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.
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.
Note 5. Borrowings
2021 2020
$m $m
Current
Borrowings – within one year
6.25% Senior Note due 2022 ($650 million) – 646.7
Reserves Based Lending credit facility – 1,441.7
7.00% Senior Notes due 2025 ($800 million) – 791.2
10.25% Senior Secured Notes due 2026 ($1,800 million) 100.0 –
100.0 2,879.6
Non-current
Borrowings – after one year but within five years
7.00% Senior Notes due 2025 ($800 million) 792.1 –
10.25% Senior Secured Notes due 2026 ($1,800 million) 1,676.6 –
2,468.7 –
Carrying value of total borrowings 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.
FINANCIAL STATEMENTS
The Company’s derivative carrying and fair values were as follows:
2021 2020
Less than 2021 2021 Less than 2020 2020
1 year 1–3 years Total 1 year 1–3 years Total
Assets/liabilities $m $m $m $m $m $m
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:
2021 2020
Loss on derivative instruments $m $m
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.
31 December 2021
Non-interest bearing n/a – 18.7 370.7 – – 389.4
Fixed interest rate instruments 9.3%
Principal repayments – – 100.0 2,500.0 – 2,600.0
Interest charge – 28.0 207.0 689.0 – 924.0
– 46.7 677.7 3,189.0 – 3,913.4
Weighted
average Less than 1–3 3 months 1–5 5+
effective 1 month months to 1 year years years Total
interest rate $m $m $m $m $m $m
31 December 2020
Non-interest bearing n/a 31.5 – 406.0 – – 437.5
Fixed interest rate instruments 6.9%
Principal repayments – – – 1,450.0 – 1,450.0
Interest charge – 28.0 68.6 216.3 – 312.9
Variable interest rate instruments 5.6%
Principal repayments – – – 1,431.0 – 1,431.0
Interest charge 4.3 9.9 44.4 217.5 – 276.1
35.8 37.9 519.0 3,314.8 – 3,907.5
The Company does not have an authorised share capital. The par value of the Company’s shares is 10p.
The Group uses certain measures of performance that are not The value of the Group’s lease liabilities as at 31 December 2021
SUPPLEMENTARY INFORMATION
specifically defined under IFRS or other generally accepted was $251.5 million current and $911.9 million non-current; it
accounting principles. These non-IFRS measures include should be noted that these balances are recorded gross for
capital investment, net debt, gearing, adjusted EBITDAX, operated assets and are therefore not representative of the
underlying cash operating costs, free cash flow, underlying Group’s net exposure under these contracts.
operating cash flow and pre-financing free cash flow. 2021 2020
$m $m
Capital investment
Borrowings 2,568.7 3,170.5
Capital investment is defined as additions to property, plant
Non-cash adjustments 31.3 10.5
and equipment and intangible exploration and evaluation
assets less decommissioning asset additions, right-of-use Less cash and cash equivalents (469.1) (805.4)
asset additions, capitalised share-based payment charge, Net debt 2,130.9 2,375.6
capitalised finance costs, additions to administrative assets,
Norwegian tax refund and certain other adjustments. The Gearing and adjusted EBITDAX
Directors believe that capital investment is a useful indicator Gearing is a useful indicator of the Group’s indebtedness,
of the Group’s organic expenditure on exploration and appraisal financial flexibility and capital structure and can assist
assets and oil and gas assets incurred during a period because securities analysts, investors and other parties to evaluate
it eliminates certain accounting adjustments such as capitalised the Group. Gearing is defined as net debt divided by adjusted
finance costs and decommissioning asset additions. EBITDAX. Adjusted EBITDAX is defined as profit/(loss) from
2021 2020 continuing activities adjusted for income tax (expense)/credit,
$m $m finance costs, finance revenue, gain on hedging instruments,
Additions to property, plant and depreciation, depletion and amortisation, share-based
equipment 229.7 payment charge, restructuring costs, gain/(loss) on disposal,
148.1 exploration costs written off, impairment of property, plant
Additions to intangible exploration and equipment net, and provision for onerous service contracts.
and evaluation assets 46.3 170.7
2021 2020
Less: $m $m
Changes to Decommissioning asset
Loss from continuing activities (80.7) (1,221.5)
estimates (134.8) 14.9
Adjusted for:
Right-of-use asset additions 73.5 16.5
Income tax expense/ (credit) 283.4 (51.9)
Lease payments related to capital
activities (26.8) (4.0) Finance costs 356.1 314.3
Additions to administrative assets 1.6 9.6 Finance revenue (44.3) (59.4)
Other non-cash capital expenditure 17.7 75.3 Loss on hedging instruments – 0.8
Depreciation, depletion and
Capital investment 263.2 288.1 amortisation 378.9 467.1
Movement in working capital (28.3) 133.2 Share-based payment charge 11.6 21.0
Additions to administrative assets 1.6 9.6 Restructuring costs and provisions
Cash capital expenditure for onerous contracts 61.8 92.8
per the cash flow statement 236.5 430.9 Gain/ (loss) on disposal (120.3) 3.4
Exploration costs written off 59.9 986.7
Impairment of property, plant and
Net debt
equipment, net 54.3 250.6
Net debt is a useful indicator of the Group’s indebtedness,
financial flexibility and capital structure because it indicates Adjusted EBITDAX 960.7 803.9
the level of cash borrowings after taking account of cash and
Net debt 2,130.9 2,375.6
cash equivalents within the Group’s business that could be
utilised to pay down the outstanding cash borrowings. Net Gearing (times) 2.2 3.0
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.
SUPPLEMENTARY INFORMATION
If you have a small number of shares whose value makes it
2021 full year results announced 9 March 2022
uneconomical to sell, you may wish to consider donating them
Annual General Meeting 25 May 2022 to ShareGift which is a UK registered charity specialising in
realising the value locked up in small shareholdings for
AGM trading update 25 May 2022
charitable purposes. The resulting proceeds are donated
Trading statement and operational update 13 July 2022 to a range of charities, reflecting suggestions received from
2022 half-year results announced TBC donors. Should you wish to donate your Tullow Oil plc shares
in this way, please download and complete a transfer form
November trading update TBC from www.sharegift.org/forms, sign it and send it together
with the share certificate to ShareGift, PO Box 72253, London
Shareholder enquiries SW1P 9LQ. For more information regarding this charity, visit
All enquiries concerning shareholdings, including notification www.sharegift.org.
of change of address, loss of a share certificate or dividend
payments, should be made to the Company’s registrar. Electronic communication
To reduce impact on the environment, the Company
For shareholders on the UK register, Computershare encourages all shareholders to receive their shareholder
provides a range of services through its online portal, communications, including Annual Reports and notices of
Investor Centre, which can be accessed free of charge meetings, electronically. Once registered for electronic
at www.investorcentre.co.uk. Once registered, this service, communications, shareholders will be sent an email each
accessible from anywhere in the world, enables shareholders time the Company publishes statutory documents, providing
to check details of their shareholdings or dividends, download a link to the information.
forms to notify changes in personal details and access other
relevant information. Tullow actively supports Woodland Trust, the UK’s leading
woodland conservation charity. Computershare, together
United Kingdom registrar with Woodland Trust, has established eTree, an environmental
Computershare Investor Services PLC programme designed to promote electronic shareholder
The Pavilions communications. Under this programme, the Company makes
Bridgwater Road a donation to eTree for every shareholder who registers for
Bristol BS99 6ZY electronic communication. To register for this service, simply
visit http://www.investorcentre.co.uk/etreeuk/tullowoilplc with
Tel – UK shareholders: 0370 703 6242 your shareholder number and email address to hand.
Tel – Irish shareholders: +353 1 247 5413
Tel – overseas shareholders: +44 870 703 6242 Shareholder security
Contact: www.investorcentre.co.uk/contactus Shareholders are advised to be cautious about any unsolicited
financial advice, offers to buy shares at a discount or offers
Ghana registrar of free Company reports. More detailed information can be
The Central Securities Depository (Ghana) Limited found at http://scamsmart.fca.org.uk/ and in the Shareholder
4th Floor, Cedi House, P.M.B CT 465 Cantonments, Services section of the Investors area of the Tullow website:
Accra, Ghana www.tullowoil.com.
Tel – Ghana shareholders: + 233 303 972 254/302 689 313 Corporate brokers
Contact: info@csd.com.gh Barclays
5 North Colonnade, Canary Wharf, London E14 4BB
Share dealing service J. P. Morgan Cazenove
A telephone share dealing service has been established for 25 Bank Street, Canary Wharf, London E14 5JP
shareholders with Computershare for the sale and purchase
of Tullow Oil shares. Shareholders who are interested in using Davy
this service can obtain further details by calling the Davy House, 49 Dawson Street, Dublin 2 Ireland
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.
Oil Gas Oil Gas Oil Gas Oil Gas Oil Gas7 Petroleum
mmbbl bcf mmbbl bcf mmbbl bcf mmbbl bcf mmbbl bcf mmboe
Commercial reserves¹
1 January 2021 180.1 179.2 48.4 11.1 – – – – 228.5 190.2 260.2
Revisions3,4 3.5 (40.3) 11.1 (2.7) – – – – 14.6 (43.0) 7.4
Disposals⁶ – – (14.6) – – – – – (14.6) – (14.6)
Production (15.3) – (6.1) (1.3) – – – – (21.4) (1.3) (21.6)
31 December 2021 168.3 138.9 38.8 7.1 – – – – 207.1 145.9 231.4
Contingent resources 2
1 January 2021 217.0 749.1 59.5 78.4 170.8 – 54.5 – 501.7 827.5 639.7
Revisions3,4,5 (4.9) (163.9) 0.3 – 60.6 – – – 56.0 (163.9) 28.7
Disposals6 – – (30.1) (77.5) – – – – (30.1) (77.5) (43.0)
31 December 2021 212.1 585.2 29.7 0.9 231.4 – 54.5 – 527.6 586.1 625.4
Total
31 December 2021 380.4 724.1 68.5 8.0 231.4 – 54.5 – 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.
CBP011505