TIDMTLW

RNS Number : 1415U

Tullow Oil PLC

24 March 2023

TULLOW OIL PLC

Annual report and accounts

Tullow Oil plc ("Tullow" or the "Company")

24 March 2023 - Following the release on 8 March 2023 of the Company's preliminary full year results announcement for the year ended 31 December 2022 (the "Preliminary Announcement"), the Company announces it has published its Annual Report and Accounts for this period (the "Annual Report and Accounts").

A copy of the Annual Reports and Accounts are available to view on the Company's website: www.tullowoil.com

The Company is also pleased to announce it has published its Sustainability Report and Climate Risk & Resilience Report, which is also available on the Company's website: www.tullowoil.com .

The Company's 2023 Annual General Meeting will be held on Wednesday 24 May 2023. The Notice of Meeting will be released at a later date.

In accordance with Disclosure Guidance and Transparency Rule 6.3.5(2)(b), additional information is set out in the appendices to this announcement. This information is extracted in full unedited text from the Annual Report and Accounts.

The Preliminary Announcement included a set of condensed financial statements and a fair review of the development and performance of the business and position of the Company and its group.

In accordance with Listing Rule 9.6.1, a copy of the Annual Report and Accounts have been submitted to the Financial Conduct Authority via the National Storage Mechanism and will be available for viewing shortly at : https://data.fca.org.uk/#/nsm/nationalstoragemechanism

In addition, all of the above documents have been submitted to the Ghana Stock Exchange, and therefore will shortly be available to shareholders located in Ghana by contacting the Company's registrar: Central Securities Depository (GH) Limited, 4th Floor, Cedi House, PMB CT 465 Cantonments, Accra, Ghana (Telephone: +233 (0)302 906 576).

 
 CONTACTS 
====================  ==================== 
 Tullow Oil plc        Camarco 
  (London)              (London) 
  (+44 20 3249 9000)    (+44 20 3781 9244) 
  Robert Hellwig        Billy Clegg 
  Nicola Rogers         Georgia Edmonds 
  Matthew Evans         Rebecca Waterworth 
====================  ==================== 
 

Notes to editors

Tullow is an independent oil & gas, exploration and production group which is quoted on the London and Ghanaian stock exchanges (symbol: TLW) and is a constituent of the FTSE250 index. The Group has interests in over 30 licences across eight countries. In March 2021, Tullow committed to becoming Net Zero on its Scope 1 and 2 emissions by 2030.

For further information, please refer to our website at www.tullowoil.com .

Follow Tullow on:

Twitter: www.twitter.com/TullowOilplc

YouTube: www.youtube.com/TullowOilplc

Facebook: www.facebook.com/TullowOilplc

LinkedIn: www.linkedin.com/company/Tullow-Oil

Appendices

   Appendix A :       Directors' responsibility statement 

The following directors' responsibility statement is extracted from the Annual Report and Accounts (page 102).

Directors' responsibility statement required by DTR 4.1.12R

The Directors confirm, to the best of their knowledge:

- that the consolidated Financial Statements, prepared in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006 and IFRSs adopted pursuant to Regulation (EC) No.1606/2002 as it applies in the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the Parent Company and undertakings included in the consolidation taken as a whole;

- that the Annual Report, including the Strategic Report, includes a fair review of the development and performance of the business and the position of the Company and undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face; and

- that they consider the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position, performance, business model and strategy.

By order of the Board

   Rahul Dhir                                                                       Richard Miller 
   Chief Executive Officer                                                    Chief Financial Officer 
   8 March 2023                                                                   8 March 2023 
   Appendix B:       A description of the principal risks and uncertainties that the Company faces 

The following description of the principal risks and uncertainties that the Company faces is extracted from the Annual Report and Accounts (pages 40 to 45).

Risk oversight and governance

A risk focused culture and consistent risk management framework is embedded across all levels at Tullow and is driven by the Board. The Board is responsible for overseeing the risk identification, assessment and mitigation process. To this end, the Board undertakes a bi-annual assessment of the risks facing the Company, including those risks that could threaten our business strategy, operating model, performance, solvency and liquidity. Emerging risks are discussed by the Board and the Senior Leadership Team periodically throughout the year.

The Board is responsible for ensuring Tullow maintains an effective risk management and internal control system and works closely with Tullow's Senior Leadership Team to ensure this is in place. The Senior Leadership Team is collectively responsible and accountable for the risk management process in place across the organisation, with individual members taking ownership for risks that fall in their business area.

Tullow recognises that risk cannot be fully eliminated and that there are certain risks the Board and/or the Senior Leadership Team accept when pursuing strategic business opportunities. Acceptance of risk is made at an appropriate authority level and within Tullow's defined risk appetite and tolerance levels.

Risk management process

Our risk management framework takes a 'top-down, bottom-up' approach. It is a rigorous method that ensures ownership and responsibility for identification, assessment and management of key risks and opportunities, and is embedded throughout the business. The Board sets the context for risk management through defining principal risks, setting the strategic direction and establishing the appropriate risk appetite for the organisation.

Risk identification and assessment

Each Business Head and Head of Function is responsible, and accountable, for managing risk and risk mitigation within their remit. Extended Leadership Team members review and re-assess risk on at least a quarterly basis in their functional areas to evaluate the strength of existing controls and determine whether changes in risk reduction actions are needed to ensure the risk level is within the risk appetite set by the Board.

Consolidation of business risks

To facilitate assessment of the main risks facing the business, Tullow's leadership undertakes a bottom-up review of the key risks faced by the business. The key risks in each area are identified by the Business Heads and Heads of Functions, including mitigating actions and any emerging risks. These are consolidated upwards into the Business Unit risk registers and assessed according to their likelihood of occurring, and the potential consequences to Tullow in terms of safety, reputational, financial, legal and regulatory impact.

From this, the Senior Leadership Team identifies the principal and enterprise-wide risks which can be either a single risk or a set of aggregated risks which, taken together, are significant for Tullow. Members of the Senior Leadership Team have ownership and accountability for stewardship of each of the principal and enterprise-wide risks. As a collective, the Senior Leadership Team reviews and discusses the risks bi-annually to understand whether mitigations are being effectively executed within the agreed timeframe.

The principal risks and mitigants are discussed by the Board bi-annually to provide 'top-down' challenge and support. The result of this review is communicated back down to the SLT and Business Units to facilitate risk awareness and effective decision making throughout the organisation.

Risk appetite

The Board sets Tullow's risk appetite and acceptable risk tolerance levels for each of the principal risk categories. In considering Tullow's risk appetite, the Board reviews the risk identification process, the assessment of enterprise level risks, the existing controls and mitigating actions and the residual risks. During this process, the Board articulates which risks Tullow should not tolerate, which risks should be managed to an acceptable level and which risks are 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 March 2023.

Evolution of Tullow's management of risk

Development of the risk management framework is an ongoing process. During 2022 senior risk owners have been working to promote a culture of risk awareness and challenge throughout the business with an increased focus on managing risk. Further consistency in risk identification, measurement and reporting has been rolled out across the organisation.

Tullow's risk profile

The Company risk profile has been closely monitored throughout the year, with consideration given to the risks to delivering the Business Plan, as well as whether external factors such as the war in Ukraine, inflationary pressures and oil price volatility have resulted in any new risks or changes to existing risks. The impact of these factors has been considered and managed across all principal risks. The following table represents the Company's current principal risks.

 
                               Principal risk categories 
Commercial  Stakeholder  Climate  EHS or security  Financial  People  Ethics and  Cyber 
                                                                        conduct 
 
 
Failure to deliver production targets (commercial and financial risk) 
Risk details                              Risk mitigations 
----------------------------------------  -------------------------------------------- 
Tullow's Business Plan is anchored        -- Robust control over operations 
 on production from the Jubilee and        & maintenance (O&M) contract as well 
 TEN fields in Ghana and non-operated      as the Jubilee O&M transformation 
 fields in Côte d'Ivoire and          project successfully completed in 
 Gabon. A decline, or problems with        July 2022 
 the performance, of wells or facilities   -- Cross-discipline integrated performance 
 could result in not meeting planned       management including clear KPIs and 
 production levels which in turn           forums 
 would lead to a reduction in revenue      -- Maintenance and integrity management 
 and cash flow ultimately impairing        plans covering all equipment classes 
 our ability to reduce leverage.           -- Management and oversight of JV 
                                           Partners to ensure maintenance and 
                                           integrity plans are implemented effectively 
----------------------------------------  -------------------------------------------- 
A failure to grow the business via        -- Jubilee Expansion project, Jubilee 
 targeted investment in existing           South East, North East and TEN Enhancement 
 fields and/or investment in new           Projects 
 fields could ultimately impact our        -- Exploration strategy focused on 
 ability to deliver the Business           acreage close to existing infrastructure, 
 Plan and meet longer-term production      to enable discoveries to be converted 
 targets.                                  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 
                                           -- Working to secure a long-term 
                                           gas offtake commercialisation contract 
                                           in Ghana as agreed in principle by 
                                           the Board 
                                           -- Continued investment in the non-operated 
                                           portfolio 
----------------------------------------  -------------------------------------------- 
 
 
Risk of an asset integrity breach (commercial and EHS or security risk) 
Risk details                                 Risk mitigations 
-------------------------------------------  ---------------------------------------------------- 
A loss of asset integrity could              -- The FPSO vessels are subject to 
 be cause by failures to follow our           regular internal and external certification 
 procedural requirements for operating        -- Our asset and well integrity and 
 equipment within safety limits,              maintenance programmes are in place, 
 equipment failure on the FPSO or             and overseen by senior managers 
 lack of critical equipment or spares.        -- When incidents do occur we complete 
 The effects could include reduction          a root cause analysis for every incident 
 in production, revenue and cash              -- Robust control over operations 
 flow, damage to facilities and damage        & maintenance (O&M) contract as well 
 to relationships with JV Partners            as the Jubilee O&M transformation 
 and host governments.                        project successfully completed in 
                                              July 2022 
-------------------------------------------  ---------------------------------------------------- 
Risk of a major accident event (EHS or security risk) 
Risk details                                 Risk mitigations 
-------------------------------------------  ---------------------------------------------------- 
A major incident could potentially           -- Risk management processes embedded 
 result in asset integrity failures           at all levels of the organisation 
 and/or extensive damage to facilities.       -- Asset and well integrity and maintenance 
 This may in turn lead to a loss              programmes are in place, including 
 of life, environmental damage, increased     regular self-verification and external 
 costs and reputational damage.               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   -- Tiered assurance activities ensuring 
 to meet safety standards or adhere           all critical processes are adhered 
 to procedural requirements could             to 
 result in operation of equipment             -- Robust EHS aspects are included 
 outside safe operating limits leading        at all stages of contract management 
 to a major EHS or operation incident.        (from specification/pre-qualification 
                                              through to contract closure) 
                                              -- Active contractor engagement on 
                                              safety throughout life of contract 
                                              including EHS forums to enable direct 
                                              participation 
-------------------------------------------  ---------------------------------------------------- 
Failure to unlock value (stakeholder, commercial and financial risk) 
Risk details                                 Risk mitigations 
-------------------------------------------  ---------------------------------------------------- 
Significant non-associated gas resource      -- A workstream has been established 
 has been identified on current licences      to assess commercialisation opportunities 
 and failure to secure gas market             in Ghana and the region that will 
 share could delay development of             enable development of the identified 
 these resources.                             resources while playing an important 
                                              role for the industrial development 
                                              of Ghana 
-------------------------------------------  ---------------------------------------------------- 
Delay in approval of a revised Field         -- A revised FDP has been submitted 
 Development Plan (FDP) by the Government     to the Government of Kenya for approval 
 of Kenya could impact a final investment     in line with the licence extension 
 decision.                                    conditions 
                                              -- Continued engagement with the 
                                              Government of Kenya and regulators 
                                              to ensure timely approval of the 
                                              revised FDP 
-------------------------------------------  ---------------------------------------------------- 
Failure to secure a strategic partner        -- The Kenya JV Partners via an ongoing 
 would impact our ability to progress         farm-down process are actively seeking 
 the Kenya project to final investment        a strategic partner to fund the next 
 decision and unlock value.                   stage of development and unlock value. 
                                              Discussions are under way with potential 
                                              bidders around a range of commercial 
                                              arrangements 
-------------------------------------------  ---------------------------------------------------- 
The inability to successfully explore        -- Close collaboration focused on 
 and add accretive upside value to            fully leveraging geoscience expertise 
 Tullow's assets through addition             to identify and mature reserves and 
 of reserves and resources around             resources which have the potential 
 producing assets could limit the             to rapidly unlock value for producing 
 return on the licences.                      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           -- A number of farm-down processes 
 exposure to historical exploration           are under way to limit capital exposure 
 commitments in selective emerging            on selective emerging basins by aiming 
 basins of Guyana and Argentina may           to reduce our equity share. This 
 result in having to divert capital           will ensure Tullow can participate 
 from producing assets.                       at an equity consistent with our 
                                              capital allocation guidance 
-------------------------------------------  ---------------------------------------------------- 
Failure to manage geopolitical risks (stakeholder and financial risk) 
Risk details                                 Risk mitigations 
-------------------------------------------  ---------------------------------------------------- 
Political instability in the West            -- An extensive relationship management 
 Africa region, where our producing           plan is in place, to actively manage 
 assets are concentrated, could delay         senior relationships with host governments, 
 and impact decision making by host           including an Advisory Board in Ghana 
 governments and local partners and           -- We ensure alignment of our business 
 may also impact security arrangements.       plans with national priorities and 
                                              have developed a communication plan 
                                              to inform stakeholders of the positive 
                                              impact of our activities on host 
                                              nations and communities 
                                              -- We maintain constructive non-partisan 
                                              relationships with all political 
                                              parties in Ghana 
-------------------------------------------  ---------------------------------------------------- 
Unreasonable fiscal or regulatory            -- We have robust stabilisation clauses 
 demands by host governments could            in all our Petroleum Agreements and 
 obstruct efficient operations, delay         Production Sharing Contracts with 
 implementation of our growth plans           international dispute resolution 
 and cause increased costs and financial      to protect us against unreasonable 
 loss.                                        demands 
-------------------------------------------  ---------------------------------------------------- 
Failure to manage climate change risks (climate risk) 
Risk details                                 Risk mitigations 
-------------------------------------------  ---------------------------------------------------- 
Tullow recognises climate change             -- There is recognition and support 
 as a material risk for our business.         from the Board that decarbonisation 
 There is a potential for climate-related     requires investment. We are implementing 
 risks, including regulatory constraints,     our plan to achieve Net Zero by 2030 
 carbon pricing mechanisms, low oil           (Scope 1 and 2 net equity), through 
 price or conditional access to capital,      reducing our emissions from routine 
 to affect Tullow's ability to implement      flaring and offsetting hard to abate 
 our strategy.                                emissions 
 Challenges to our business strategy          -- We stress test our portfolio to 
 and failure to align with broader            ensure core assets are resilient 
 energy transition goals could result         in different oil and carbon price 
 in reduced or conditional access             environments 
 to capital or shareholder/investor           -- There is ongoing engagement with 
 reluctance to invest.                        host countries to understand and 
 Failure to deliver on our commitment         align with their long-term energy 
 to eliminate routine flaring by              transition strategies, including 
 2025 and thereby mitigate the carbon         Paris Nationally Determined Contributions 
 intensity of Tullow's business or            -- We are aligning our objectives 
 to off-set hard to abate emissions           with the Ghana Forestry Commission 
 (e.g. through nature-based off-set           and local stakeholders to implement 
 schemes, which we continue to investigate    a project, with a Final Investment 
 in Ghana) may lead to erosion of             Decision expected in 2023 
 stakeholder confidence and impact 
 our ability to attract and retain 
 talent. 
-------------------------------------------  ---------------------------------------------------- 
Risk of insufficient liquidity and funding capacity to sustain and 
 grow the business or failure to deliver a highly cash-generative business 
 (financial risk) 
Risk details                                 Risk mitigations 
-------------------------------------------  ---------------------------------------------------- 
Tullow remains exposed to erosion            -- Business Plan in place and being 
 of its balance sheet and revenues            delivered to deliver strong cash 
 due to oil price volatility, unexpected      flow and deleveraging 
 operational incidents, cost inflation        -- Capital structure provides liquidity 
 and failure to deliver targeted              headroom through to December 2024 
 farm downs of exploration assets             even in a low oil price environment 
 and Kenya.                                   -- Disciplined capital allocation 
 Failure to deliver our Business              prioritising high-return and short-payback 
 Plan could have a material negative          investments, and a strong focus on 
 impact on cash flow and our ability          cost control 
 to reduce debt and strengthen the            -- Material commodity hedging programme 
 balance sheet, which may affect              protects against the impact of a 
 our ability to meet our financial            sustained low oil price environment 
 obligations when they fall due.              -- Options and timings for refinancing 
                                              are regularly reviewed 
-------------------------------------------  ---------------------------------------------------- 
Failure to develop, retain and attract capability (people risk) 
Risk details                                 Risk mitigations 
-------------------------------------------  ---------------------------------------------------- 
There is a risk that critical staff          -- The Employee Value Proposition 
 leave the organisation resulting             (EVP) rolled out in 2021, covering 
 in difficulty to deliver against             culture, working environment, remuneration, 
 our Business Plan.                           learning and development and performance 
 We operate a lean and agile structure        management was further developed 
 and are dependent on a small number          in 2022 
 of key and critical roles. Loss              -- Employee engagement initiatives 
 of staff would increase pressure             are in place, including an employee 
 on remaining colleagues and could            advisory panel, Tullow town halls, 
 lead to deterioration in the wellbeing       coffee mornings and employee engagement 
 of our colleagues, a poor working            surveys 
 environment and, potentially, further        -- We have refreshed our Inclusion 
 attrition.                                   and Diversity (I&D) policy and hosted 
 We may be unable to recruit the              a number of speakers during the year, 
 skills needed due to the overheated          to increase awareness and re-affirm 
 global labour market in oil & gas.           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 
-------------------------------------------  ---------------------------------------------------- 
Risk of a compliance or regulatory breach (ethics and conduct risk) 
Risk details                                 Risk mitigations 
-------------------------------------------  ---------------------------------------------------- 
Non-compliance with bribery and              -- Tullow maintains high ethical 
 corruption legislation or contractual        standards across the business. Strong 
 obligations along with other applicable      anti-bribery and corruption (ABC) 
 business conduct requirements could          governance processes/procedures are 
 expose the Company to penalties              in place as a core element of the 
 or regulatory oversight.                     Ethics and Conduct (E&C) programme 
 In particular, an unforeseen material        -- A mandatory annual Code of Ethical 
 compliance breach could lead to              Conduct eLearning and acknowledgement/certification 
 regulatory action, an unsettled              process is in place for all employees. 
 litigation/dispute or additional             Third-party due diligence procedures 
 future litigation that may result            and assurance processes are in place 
 in unplanned cash outflow, penalty/fines,    -- Investigation procedures and an 
 reputational damage and a loss of            associated misconduct and loss reporting 
 stakeholder confidence in Management.        standard are in place 
                                              -- Third-party due diligence and 
                                              assurance processes are in place 
                                              -- Anti-tax evasion risk assessments 
                                              are undertaken with clear mitigation 
                                              actions identified, including targeted 
                                              employee training 
-------------------------------------------  ---------------------------------------------------- 
Risk of major cyber-attack (cyber risk) 
Risk details                                 Risk mitigations 
-------------------------------------------  ---------------------------------------------------- 
The external cybersecurity threat            -- Security Incident Event Management 
 environment is continuously evolving         (SIEM) system in place, supported 
 and intensifying; therefore, the             by an Advanced Security Operations 
 risk of a major cyber-attack is              Centre (SOC) providing 24/7 network 
 an ongoing risk that requires constant       and device monitoring, alerting and 
 monitoring and management.                   response 
 Tullow may suffer an external cyber-attack   -- Security awareness programme in 
 which could have far reaching consequences   place supported by regular staff 
 for the business. This could limit           susceptibility phishing training 
 our ability to operate, impact production,   and testing. Annual mandatory security 
 expose the Company to high ransomware        awareness training for all staff 
 demands or potentially trigger a             -- An independent technical assurance 
 major incident. This could result            programme is in place 
 in financial loss, loss of stakeholder 
 confidence, loss of production, 
 or additional cost by way of fines 
 or resolution of service. 
-------------------------------------------  ---------------------------------------------------- 
 

Lines of defence

 
First line of defence 
 Business management (ownership and management of risk) 
  *    Own and manage business risks. Implement and execute 
       controls in business. Monitor risks and control at 
       business level. 
 
 
  *    Assurance provided through self-reviews and focused 
       assurance reviews. 
 
 
  *    Projects - implement and execute controls at 
       site/project level. Monitor risks and controls at 
       site/project level. 
------------------------------------------------------------------------- 
Second line of defence 
 Business leadership, risk management and compliance functions (oversight 
 of risk management) 
  *    Set the framework and support embedding of effective 
       risk management practices. 
 
 
  *    Provide oversight and management challenge to 
       leadership on the identification and management of 
       risk. 
 
 
  *    Monitor compliance with functional standards (minimum 
       controls). 
 
 
  *    Provide assurance through periodic reporting and 
       focused reviews. 
------------------------------------------------------------------------- 
Third line of defence 
 Internal Audit (independent assurance) 
  *    Provide independent assurance of respective 
       governance, internal control systems and controls 
       across all levels of the business. 
 
 
  *    Assurance provided through risk-based internal audit 
       reviews. 
------------------------------------------------------------------------- 
 

Internal control

A foundation of effective governance, risk management and control exists throughout the organisation. The effectiveness of the internal control framework is reviewed through the risk management process and challenged as described above. In addition to this, the Senior Leadership Team and Audit Committee perform an annual review of the effectiveness of internal control. This was last undertaken in February 2023 and reported to the Audit Committee and the Board on 28 February and 1 March, respectively.

Nature of assurance

-- Assurance activities are put in place across the three lines of defence to assure that control activities are effective in mitigating risks to the business. These specifically focus on areas where there are internal/external changes, control failures and historical issues.

-- Business management is the first line of defence and is responsible for ensuring their key risks have been identified and that adequate controls are in place to manage those risks.

-- Business leadership, risk management and compliance functions act as the second line of defence, providing support, oversight and challenge to the business in managing risks effectively, and providing assurance that compliance with functional standards is being met.

-- Internal Audit acts as the third line of defence and is responsible for providing independent assurance through its risk-based internal audit programme. The Internal Audit Plan and outputs are reviewed by the Audit Committee. Agreed actions for improving the control environment and managing risk are owned by assigned individuals and monitored through Tullow's actions tracking process. The Audit Committee monitors the implementation of actions.

-- Tullow's risk management and assurance processes provide the Board and the Management Team with reasonable, but not absolute, assurance that our assets and reputation are protected.

Appendix C: Viability statement

Assessment period

In accordance with the provisions of the UK Corporate Governance Code, the Board has assessed the prospects and the viability of the Group over a longer period than the 12 months required by the 'Going Concern' provision. The Board assesses the business over a number of time horizons for different reasons, including the following: Annual Corporate Budget (i.e. 2023), Corporate Business Plan (five years i.e. 2023-2027), long-term Business Plan (10 years). The Board's period of assessment for the purpose of the viability statement is five years considering maturity of bonds in 2025 and 2026.

Notwithstanding the assessment period selected for the viability statement the Group will continue to assess the business over all time horizons noted above.

Assessment of the Group's principal risks

In order to make an assessment of the Group's viability, the Directors have made a detailed assessment of the Group's principal risks, and the potential implications these risks could have on the Group's business delivery and liquidity over the assessment period. This assessment included, where appropriate, detailed cash flow analysis, and the Directors also considered a number of reasonably plausible downside scenarios, and combinations thereof, together with associated supporting analysis provided by the Group's Finance team. A summary of the key assumptions aligned to the Group's principal risks and reasonably plausible downside scenarios can be found below. It should be noted that some assumptions encompass multiple risks but have not been repeated to avoid unnecessary duplication.

 
 Principle              Base case assumptions                 Downside scenario 
  risks 
 Failure to             Production is assumed to be           5% reduction in production in 
  deliver production     in line with the Corporate            each year. 
  targets                Business Plan. 
                       ------------------------------------  --------------------------------------- 
 Failure to             The Group has assumed no cash         The Group has included $72 million 
  manage geopolitical    outflow associated with tax           for potential outflows related 
  risks                  exposures and provisions.             to settlement for legal claims 
                                                               in 2024. These are 
                                                               currently not deemed to be probable 
                                                               but whose likelihood is greater 
                                                               than remote. 
                       ------------------------------------  --------------------------------------- 
 Failure to             The key impact of climate             The Directors have considered 
  manage climate         change on the Group's portfolio       an oil price sensitivity in 
  change risks           of assets is reflected in             line with the IEA 'Net Zero 
                         the oil price assumptions.            by 2050 Scenario'; see below. 
                         See below.                            The Group has also assessed 
                                                               the impact of carbon pricing; 
                                                               refer to the TCFD disclosure. 
                       ------------------------------------  --------------------------------------- 
 Risk of insufficient   Oil price assumptions are             The Group has analysed two downside 
  liquidity              based on the forward curve            oil price scenarios; the first 
  and funding            at 31 December 2022 for two           is based on the Directors' assessment 
  capacity to            years, followed by the Group's        of a reasonably plausible downside 
  sustain and            Corporate Business Plan assumption    scenario: 2023: $70/bbl 2024: 
  grow the business      from 2025 onwards: 2023: $84/bbl      $70/bbl 2025: $65/bbl 2026: 
  / failure              2024: $79/bbl 2025: $70/bbl           $65/bbl 2027: $65/bbl. The second 
  to deliver             2026: $70/bbl 2027: $70/bbl.          is in line with the IEA "Net 
  a highly cash          Operating costs and capital           Zero by 2050 Scenario": 2023: 
  generative             investment are assumed to             $61/bbl 2024: $58/bbl 2025: 
  business               be in line with the Corporate         $54/bbl 2026: $50/bbl 2027: 
                         Business Plan.                        $46/bbl 
                                                               Operating cost are assumed to 
                                                               be 12% than those included in 
                                                               the Corporate Business Plan. 
                       ------------------------------------  --------------------------------------- 
 

For detailed information on risk mitigation, assurance and progress in 2022 refer to the detailed discussion of risks in Appendix B.

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.

Conclusion

The Group has $2.5 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 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.

   Appendix D:       Related party transactions 

The following related party transactions are extracted from the Annual Report and Accounts (page 157).

The Directors of Tullow Oil plc are considered to be the only key management personnel as defined by IAS 24 Related Party Disclosures.

 
                                  2022    2021 
                                    $m      $m 
------------------------------  ------  ------ 
 Short term employee benefits      2.5     3.9 
 Post-employment benefits          0.1     0.3 
 Share-based payments              1.4     1.8 
------------------------------  ------  ------ 
                                   4.0     6.0 
------------------------------  ------  ------ 
 

Short-term employee benefits

These amounts comprise fees paid to the Directors in respect of salary and benefits earned during the relevant financial year, plus bonuses awarded for the year.

Post-employment benefits

These amounts comprise amounts paid into the pension schemes of the Directors.

Share-based payments

This is the cost to the Group of Directors' participation in share-based payment plans, as measured by the fair value of options and shares granted, accounted for in accordance with IFRS 2 Share-based Payment .

[END]

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