Tullow Oil plc
Annual Report and Accounts 2024
Building a
better future
through responsible
oil and gas development
Strategic report
1 Introduction
2 Tullow at a glance
4 Chair’s statement
6 Chief Executive Officer’s review
10 Investment case
11 Market overview
14 Our business model
16 Our strategy
18 Our KPIs
20 Our stakeholders
22 Section 172 statement
24 Sustainability review
41 Task Force on Climate-related Financial Disclosures (TCFD)
50 Risk management and principal risks
59 Viability statement
61 Financial review
67 Non-financial and sustainability information statement
Corporate governance
70 Chair’s letter
72 Board of Directors
74 Board at a glance
75 Governance framework
76 Board leadership and company purpose
80 Division of responsibilities
81 Composition, succession and evaluation
83 Nominations Committee report
86 Audit Committee report
91 Safety and Sustainability Committee report
93 Remuneration report
113 Directors’ report
117 Statement of Directors’ responsibilities
Financial statements
119 Independent auditor’s report to the members of
Tullow Oil plc
133 Group financial statements
182 Company financial statements
Supplementary information
191 Alternative performance measures
193 Commercial reserves and contingent resources
summary (unaudited) working interest basis
194 Shareholder information
Group working interest production
61.2 kboepd
2023: 62.7 kboepd
Operating cash flow
1
$668m
2023: $813m
Adjusted EBITDAX
1
$1.2bn
2023: $1.2bn
Profit/(Loss) after tax
$55m
2023: $(110)m
Capital investment
1
$231m
2023: $380m
Free cash flow
1
$156m
2023: $170m
Net debt
1
$1.45bn
2023: $1.61bn
Gearing
1
1.3 times
2023: 1.4 times
2024 resultsContents
Read more about
our approach to
sustainability in our
Sustainability Report
which is available at
www.tullowoil.com/
sustainability.
1. The Group uses certain performance measures that are not
specifically defined under IFRS or other generally accepted
accounting principles. These alternative performance
measures are explained on pages 191 and 192.
In this report we include examples of the
work we are doing to build a better business
and create value in a sustainable way.
CASE STUDIES
Tullow is focused on contributing long-lasting
economic and social benefits in Africa through
responsible oil and gas development. To create value
for our investors, host nations and wider stakeholders,
we are continuing to evolve our business to make it
more efficient and financially resilient.
Contributing to Africa’s energy future
Partnering with host nations
We believe Africa has potential to play a growing role in
the energy supply mix and the right to benefit from its
natural resources.
40%
of global new gas discoveries in the
last decade were in Africa
1
.
Supporting a just transition
We are on track to reduce emissions while meeting energy
demand and helping address energy poverty.
Net Zero by 2030
Our strategy to achieve Net Zero by 2030 on our Scope 1
and 2 emissions on a net equity basis.
Sharing prosperity
We deliver economic and social benefits that boost local
economies and support current and future generations.
>$11 billion
revenue to the Government of Ghana from Jubilee
and TEN since 2010.
Harnessing opportunities
We are a responsible developer and well placed to be a
trusted steward of Africa’s material resource base.
>30 billion bbls
proven resources in West Africa
2
.
Introduction
1. Source: www.spglobal.com/commodityinsights/en/market-insights/
latest-news/oil/110821-africa-embraces-gas-in-energy-transition-
debate-amid-fears-of-secure-supplies.
2. Source: www.welligence.com. Welligence proven resources include
producing and undeveloped resources.
Tullow Oil plc Annual Report and Accounts 2024 – 1
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Tullow at a glance
1. As at 31 December 2024.
What we do
We develop, produce and sell oil and gas resources in Africa.
Our business model is described on pages 14 and 15.
Our operations
Our operations are centred on our West African producing assets in Ghana, Gabon
and Côte d’Ivoire. We also have a material discovered resource base in Kenya.
Key facts
Contingent resources
at 31 December 2024
Jubilee
TEN
Gabon
Côte d’Ivoire
Kenya
Reserves at
31 December 2024
Jubilee
TEN
Gabon
Côte d’Ivoire
0.6
Net 2P reserves
164.5
mmboe
102.7
25.2
36.0
Net 2C resources
711.0
mmboe
96.5
103.0
31.4
16.9
61.2
2024 full year production (kboepd)
31
Licences
397
Employees
1
463.2
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Our approach to sustainability
Sustainability underpins our business strategy and our
approach focuses on three core themes which are aligned
with the issues that are most significant to our business,
our stakeholders and the relevant broader United Nations
Sustainable Development Goals (SDGs).
Our strategy
We are working to create a resilient business which
gives us full flexibility to unlock value from our existing
resources and take advantage of organic and
inorganic value-accretive opportunities.
Read more on pages 16 and 17.
Our culture
We aim to create a culture of continuous improvement and excellence in which our
people can flourish and feel recognised, respected and proud of the impact they make.
Our culture and values, which are aligned with our purpose and strategy, underpin
everything we do.
Our purpose
To build a better future through responsible oil and gas development.
Our values
Aim high
Own it
Be true
Operational
excellence
Capital
efficiency
Business growth
Read more on pages 24 to 40.
Our
approach
Achieve
Net Zero
Care for
people
Respect the
environment
Read more about our culture and values
on pages 26 and 29.
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Chair’s statement
“ Through a relentless
focus on cost reduction
and efficiency we have
generated substantial
free cash flow.”
Phuthuma Nhleko
Chair
Free cash flow
1
$156m
2023: $170m
Net debt
1
$1.45bn
2023: $1.61bn
1. The Group uses certain performance measures that are not specifically
defined under IFRS or other generally accepted accounting principles.
These alternative performance measures are explained on pages 191
and 192.
Performance
In 2024 we made good progress against our business
objectives as we continued to build a unique platform
for growth and strengthened our position as a credible,
long-term steward for mature assets in Africa.
In particular, our balance sheet has continued to improve.
Through a relentless focus on cost reduction and
efficiency, we have generated substantial free cash flow
and continued to deleverage the business despite lower
production at our key asset, resulting in a deferral of the
last planned Jubilee lifting into January 2025, and overdue
gas payments from the Government of Ghana.
Net debt
1
reduced to $1.45 billion as at year end 2024
(2023: $1.61 billion), and in November 2024 we successfully
extended our revolving credit facility to the end of June 2025.
This facility extension endorses our strategy and positions
us well as we look to optimise the Group’s capital structure
in the coming year.
The safety of our people and operations is paramount.
It is the cornerstone of our culture and shapes our
behaviour, decision making and priorities. Our strong
safety performance continued during the year. The total
recordable injury rate was 0.21 and there were no lost
time injuries during the year. However the number of
high potential incidents did increase and while no injury
resulted, all incidents were investigated and corrective
and preventative measures put in place. During the
year we also completed our three-year Ghana drilling
programme safely, below budget and ahead of schedule.
Building a better future
We recognise our key role in Africa’s energy transition
and remain committed to working with our host countries’
governments to achieve this.
During the year we undertook a double materiality
assessment which confirmed we are focused on the
right sustainability topics. We also progressed our Net
Zero by 2030 strategy and continued to focus on a
range of sustainable socio-economic initiatives that
deliver value in the communities where we operate.
Detailed information about key developments during
the year is included on pages 24 to 40 and in our
Sustainability Report, which is available at
www.tullowoil.com/sustainability.
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Board changes
In February 2025, Rahul Dhir stepped down as Chief
Executive Officer and Richard Miller, Chief Financial Officer,
was appointed as Interim Chief Executive Officer. The
search for a new Chief Executive Officer is ongoing. On
behalf of the Board, I would like to thank Rahul for his service
and dedication. During his tenure, there has been a step
change in Tullow’s operational and financial performance,
debt has been significantly reduced and the business is
well positioned for future growth.
Our people
Our people are our most valuable asset and they continue
to contribute significantly to the progress we are making.
On behalf of the Board, I would like to thank them for their
dedication, hard work and commitment to upholding
our values.
Conclusion
With Africa responsible for 8% of global oil supply
1
and
recent major gas discoveries, there is much potential for
the continent to play a growing and meaningful role in
delivering energy security and economic growth. As we
focus on building a unique Pan-African platform, our
proven commitment to safety, sustainability, operational
excellence and value creation for all stakeholders positions
us well to partner with host nations as they realise
economic and social value from their resources.
Phuthuma Nhleko
Chair
24 March 2025
SHARING PROSPERITY
Contributing socio-economic benefits
Vokia Farms is one of the first businesses to benefit from
the Tullow Agriventures Programme (the Programme).
Located in Ghana’s Volta Region and currently employing
15 people, Vokia Farms’ primary business activities include
crop farming (specifically maize) and agro-processing,
which transforms indigenous food crops into easy-to-cook
nutritious flour products. Main products include cassava
flour, corn grits and legume cereal mix. The business plans
to use the Programme’s $10,000 loan facility and business
development support to increase production capacity and
significantly scale up its operations.
1. Source: https://publications.opec.org/asb/chapter/show/123/2113/2117.
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Chief Executive Officer’s review
Overview
It is a privilege to be appointed Interim Chief Executive
Officer (CEO). I have been a part of Tullow since 2011 and
I care deeply about the business.
I would like to thank Rahul for his leadership over the past
four years. During his tenure operational performance has
improved significantly and, due to a reduced cost base
and rigorous capital allocation process, net debt
1
has
reduced from $2.81 billion to $1.45 billion. I look forward to
building on the strong foundations that have been laid by
continuing to focus on delivering our transformative plans
for the business in 2025 and beyond.
Key to our plans this year is the refinancing of upcoming
debt maturities to strengthen our balance sheet. The
process to further accelerate our deleveraging pathway
continues with the strong progress towards realising the
accretive cash sale of our Gabonese assets which is
expected to close around the middle of the year.
In January 2025 we successfully resolved our claim in relation
to the assessment of Ghana Branch Profits Remittance Tax
(BPRT). This outcome, which determined that Tullow Ghana
was not liable to pay the $320 million BPRT assessment
previously issued by the Ghana Revenue Authority (GRA)
and will have no future exposure to BPRT in respect of its
operations under its Petroleum Agreements (PAs), affirmed
our long held assessment and confidence in the PAs and
removed a material overhang from our business. We continue
to engage with the Government of Ghana on two further
disputed tax claims, which were referred to the International
Chamber of Commerce (ICC) in February 2023, with the aim
of resolving these disputes on a mutually acceptable basis.
We have a clear plan to unlock material value from Tullow’s
unique pan-African platform. Tullow is a cash generative
business and we are laying the foundations to grow our
reserves base, accelerate our deleveraging pathway and
deliver significant value accretion.
Operational performance
Our commitment to operational delivery is enabling us to
manage our assets effectively. In the first half of 2024 the
Ghana drilling programme was completed safely and
ahead of schedule and resulted in 18 new Jubilee wells
coming onstream since 2021.
2024 was a mixed year from a production perspective. Lower
than anticipated production at Jubilee in the second half
of 2024 was partially offset by strong performance at TEN.
To address decline rates at Jubilee we have introduced a
number of operational process improvements including
power supply upgrades on the FPSO and measures to
improve water injection reliability and increase capacity to
300 kbwpd.
Revenue
$1.5bn
Profit after tax
$55m
“ We have a clear plan in place
to realise Tullow’s potential
and generate value for
all stakeholders.”
Richard Miller
Interim Chief Executive Officer
1. The Group uses certain performance measures that are not specifically
defined under IFRS or other generally accepted accounting principles.
These alternative performance measures are explained on pages 191
and 192.
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Strategic report Corporate governance Financial statements Supplementary information
Group working interest production for 2025 is expected to
be 50-55 kboepd, including c.6 kboepd of gas production
and inclusive of a two-week planned maintenance shutdown
on the Jubilee field in the first half of the year, which will
have a c.4% impact on Jubilee annual production. Two new
Jubilee wells (one producer and one water injector) will be
drilled, starting in May 2025, and are expected to come
onstream in the third quarter of the year.
Ghana
Ghana continues to be the cornerstone of our operations.
During the year, operational efficiency remained high with
average facility uptime across the FPSOs averaging 97%
and a combined average production rate of c.44.1 kbopd
net. Five new Jubilee wells (three producers and two water
injectors) were brought onstream during the first half of
2024, completing the Ghana drilling programme safely,
and approximately six months ahead of schedule.
Gross oil production from the Jubilee field averaged
c.87 kbopd (c.33.9 kbopd net). Production was impacted
primarily by the performance of the J69 producer well,
a lack of pressure communication from water injection,
water injection performance and increased water cut in
certain wells. The FPSO will undergo planned maintenance
in the first quarter of 2025, during which we plan to implement
upgrades to improve the reliability of the power supply and
water injection consistency. Stable water injection combined
with production optimisation activities is expected to
reduce the rate of decline experienced in the second
half of 2024.
Gross oil production from the TEN fields exceeded
expectations, averaging c.18.5 kbopd (c.10.2 kbopd net)
during the year, with Enyenra and Ntomme wells responding
positively to both injection and production optimisation.
We continue to explore options to maximise long term
value from TEN, including a focus on the cost base to
improve economics, and maturing further infill potential.
Net gas production in Ghana averaged 6.0 kboepd in
2024. The Jubilee interim Gas Sales Agreement (GSA)
remains in place until the fourth quarter of 2025 at
$3.00/mmbtu. We are planning to supply TEN gas during
the Jubilee shutdown and continue to progress options
to create a significant long-term revenue stream from the
gas production and discussions continue regarding third
party off-take opportunities.
Discussions with the Government of Ghana are ongoing
in relation to receivables for the exported gas and we look
forward to working with the new administration to settle
the payments.
In 2025 we will undertake a short drilling programme in
Ghana, with a primary focus on reducing natural decline.
Furthermore, the state-of-the-art 4D seismic survey at the
Jubilee and TEN fields will improve our understanding of
the pressure and fluid movement in the reservoirs and is
expected to support at least two further drilling campaigns
on Jubilee within the current licence period, which will
ultimately enable us to book more wells as reserves.
Combined with the upward revision of TEN reserves
related to substantial progress towards a material reduction
in fixed costs, including in relation to the FPSO; and further
4D seismic assisted development drilling, there is a material
opportunity ahead to sustain long-term production beyond
the current life of field.
Optimising TEN production
At TEN, close collaboration between our subsurface
and operations teams, including our wells, reservoir
and facility management colleagues, stemmed
decline and realised significant production rate
increases by ramping up water injection in certain
wells at Enyenra. As a result of this process, which
forces oil towards the well, production from these
wells quadrupled from c.500 bopd at the end of
2023 to c.2,000 bopd by March 2024.
OPERATIONAL EXCELLENCE
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Chief Executive Officer’s review continued
Operational performance continued
Non-operated and exploration portfolios
Production from the non-operated portfolio in 2024 was
10.6kbopd net. The production loss resulting from an
incident at Simba was largely offset by improved production
from the field when it came back onstream, as well as good
performance from other onshore and offshore fields in
the portfolio.
The Simba field in Gabon was shut down following an
incident in March 2024 at the Perenco operated Becuna
Platform, which tragically resulted in fatalities. The operator
resumed operations in August 2024 after putting in place
the necessary operational and engineering controls and
obtaining the necessary regulatory approvals.
In Gabon, the Falcon NE infrastructure led exploration (ILX)
prospect on the DE8 licence will be drilled during the first
half of 2025. The Sarafina ILX well, drilled in 2024, found
hydrocarbons and work is ongoing with the operator to
evaluate the commercial potential.
In Côte d’Ivoire, options to realise value and mitigate capital
exposure at the Espoir field are being explored ahead of
licence expiry in 2026. We continue to assess options
on the way forward for exploration licences CI-524
and CI-803.
In Argentina, we continue to assess options for these
licences whilst mitigating capital exposure.
Decommissioning activities in the Banda/Tiof fields in
Mauritania were accelerated in 2024 and have been
completed ahead of schedule and below budget.
Kenya
Despite the delays associated with securing governmental
approval and a strategic partner, Kenya remains a material
option to drive value and growth and we are continuing to
work with the Kenyan government to seek support for a
Field Development Plan (FDP) and identify a long-term
strategic partner, which is a key milestone to achieve a
Final Investment Decision (FID).
Reserves and resources
At the end of 2024, audited 2P reserves were 164.5 mmboe
(2023: 212.2 mmboe). The reserves reduction includes 22.4
mmboe of Group production during 2024 and a downward
revision in Jubilee. Although recent Jubilee drilling results
have encountered reservoir thicknesses close to prognosis,
water has broken through in certain producing wells earlier
than previously expected. This suggests that there still
remain significant volumes of bypassed oil, which will be
optimally targeted utilising the data produced by the 2025
4D seismic campaign. TEN reserves have been revised
upwards as we progress a material reduction in fixed
operating costs, especially on the FPSO, which extends
the economic lifetime of the asset and facilitates further
potential development through infill drilling.
Senior Leadership Team (SLT)
Our SLT includes our Chief Executive Officer,
Chief Financial Officer and the senior managers
below who are responsible for execution of strategy
and day-to-day management of the business,
including operational performance.
Stuart Cooper
Director of Strategy,
Commercial and
Business Development
Mike Walsh
General Counsel
Madhan Srinivasan
Director of
Non-Operated,
Exploration and Kenya
Julia Ross
Director of People and
Sustainability
Jean-Medard
Madama
Ghana
Managing Director
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Our asset base continues to have significant value, and
as at 31 December 2024, the Group’s audited 2P NPV10
was $2.5 billion.
The Group’s audited 2C resources of 708.6 mmboe at
the end of 2024 (2023: 745.0 mmboe) reflect the material
opportunity we have to mature resources into reserves to
realise sustained long-term production. In 2025, part of the
Group’s material 2C resources are expected to mature into
2P reserves with the support of the ongoing 4D seismic
survey in Ghana and resulting identification of robust
infill targets.
Sustainability
We are committed to building a better future through
responsible oil and gas development. We recognise the
ongoing need for oil and gas in Africa over the coming
decades and we will continue to support our host
countries to develop their natural resources whilst taking
actions to minimise our environmental footprint and create
value for all stakeholders including the communities where
we operate.
As part of the double materiality assessment we
conducted in 2024, we engaged a wide group of
stakeholders to ensure we are focused on the material
economic, social and environmental impacts and issues
that are most relevant to our business. We also refreshed
how we communicate our sustainability approach to
ensure it is clear for our stakeholders.
Our Net Zero by 2030 commitment is a core aspect of our
strategy. During the year we implemented process
improvements and modifications on our FPSOs in Ghana,
and after all engineering works are complete, we expect
routine flaring to be eliminated by the end of 2025.
As announced in July 2024, we have formed a strategic
partnership with the Ghana Forestry Commission to begin
full scale implementation of a nature-based carbon offset
programme. This initiative aims to generate up to one million
tonnes of certified carbon offsets per year to mitigate our
residual, hard to abate emissions. The capability we have
developed in addressing our emissions can also be
applied to other carbon intensive assets across the
continent to support low emission resource extraction.
Our community development programmes focused
on improving education and employability in our host
communities and creating opportunities for local
employment and entrepreneurship. In February 2024, as
part of our new ‘Accelerating Progress Through Partnerships’
community strategy, we announced the first multi-year
Agriventures partnership with Innohub Foundation in
Ghana. This two-year agriculture-focused programme
will find and support entrepreneurs to set up and grow
businesses capable of providing sustainable livelihoods.
To build on our existing commitment to minimise our
environmental impact and protect biodiversity, in 2024 we
set a “No Net Loss” nature ambition and completed a nature
baseline assessment of our operated and non-operated
assets to identify our nature-related impacts, risks and
opportunities. In addition, we have also published our
inaugural Taskforce on Nature-related Financial Disclosures
(TNFD) report.
Outlook
In the year ahead our priorities are to progress our
refinancing plan, optimise our production activities at
Jubilee and TEN, and grow our reserve base. In particular
we are leveraging advanced technologies and innovative
approaches to minimise decline and extend the life of
these fields and we have absolute confidence in the Jubilee
field to deliver material cash flows and provide the business
with optionality for returns and growth, once our net debt
target of below $1 billion is reached.
The repayment of the 2025 Notes combined with our
ongoing work to address our upcoming debt maturities
will continue to strengthen our balance sheet.
In the near term we will maintain our focus on costs and
financial discipline, prioritising high returns and focusing
on investments that add value. As we continue to reduce
our debt and optimise our capital structure, our balance
sheet will grow stronger and we will be well-positioned to
create lasting economic and social value for all stakeholders.
I would like to thank the whole Tullow team for all their hard
work and dedication, they are the driving force behind the
progress we have made in 2024 and they have shown
tremendous resilience in recent months as we have
embarked on additional cost optimisation, including
redundancies associated with streamlining our cost base.
I would also like to thank our shareholders for their
continued support, as we realise the potential of the
business and generate value for all stakeholders.
Richard Miller
Interim Chief Executive Officer
24 March 2025
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Investment case
A compelling
value proposition
1. The Group uses certain performance measures that are not specifically defined under IFRS or other generally accepted accounting principles.
These alternative performance measures are explained on pages 191 and 192.
1
Strong financial and
operational performance.
61.2 kboepd
2024 full year production
2
Cash-generative business.
>$1.2 billion
Free cash flow
1
generation 2020–2024
3
Significant equity value
accretion as debt is repaid.
<$1 billion and 1x
Target net debt
1
and gearing
4
Disciplined approach to
capital efficiency.
Sustainable
Free cash flow
1
5
Building a unique
Pan-African platform.
Optionality for
capital returns
and growth
From organic and inorganic opportunities
Strategic report Corporate governance Financial statements Supplementary information
10 – Tullow Oil plc Annual Report and Accounts 2024
A number of global market
dynamics are shaping how
we do business.
Geopolitics
Global geopolitical tensions are continuing to drive
uncertainty and significantly impact the global economy.
Heightened regional instability as a result of the ongoing
war in Ukraine and conflict in the Middle East is impacting
energy and food security, and driving inflation. Tension
between the US and China, together with an increase in
protectionist trade policies, are impacting global supply
chains, resulting in significant disruptions to the availability
of goods and raw materials, increased costs for businesses
and consumers, and delays in production and delivery times.
Ongoing market uncertainty was elevated by a significant
number of elections that took place in more than 50 countries,
which between them hold almost half of the world’s
population
1
. This included Ghana, our primary country of
operation, where in December 2024 the former President
and leader of the opposition National Democratic Congress,
John Mahama, was re-elected following a peaceful poll.
In addition, new Members of Parliament were elected
across Ghana’s 275 constituencies, shaping the legislative
landscape for the coming term.
Geopolitical tensions are
continuing to drive uncertainty.
We work to build relationships with host nations
and governments. We also have a proven track
record of ensuring business continuity during
political uncertainty, as demonstrated during the
various election periods across our countries of
operation during the past year.
Market overview
HOW WE ARE RESPONDING
1. Source: www.kcl.ac.uk/a-guide-to-who-is-voting-and-when-in-this-historic-year-for-democracy.
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Oil prices
1
Oil prices during 2024 have oscillated in a similar range
to the volatile markets of 2023.
Brent prices rose through the first quarter breaching $90/bbl
in April 2024, as increasingly heightened geopolitical tensions
coincided with the prospect of a tighter supply-demand
balance through the remainder of the year.
There was then a sharp price correction from April
into early June, driven by concerns over the health of
the global economy and oil demand, as well as reports
of progress towards a truce in Gaza. Benchmark crude oil
prices bounced back from six-month lows over the course
of June driven by OPEC+ announcing that unwinding
voluntary production cuts would depend on market
conditions. Prices tumbled sharply lower in July and
August and reached yearly lows in early September, as a
rapid decline in global oil demand growth fuelled a sharp
sell-off in markets. Benchmark prices then bounced
sharply higher in early October, off the back of escalating
tensions between Israel and Iran, and Saudi Arabia and its
OPEC+ allies announcing that the planned unwinding of
voluntary production cuts would be postponed by two
months. Prices eased later in the month as market
attention once again shifted from supply risks to concerns
over the health of the global economy. By mid-November,
prices had fallen to around $72/bbl as fears of an attack by
Israel on Iran’s energy infrastructure faded, and remained
in a $70-$75/bbl range for the remainder of the year.
2024 oil prices oscillated in a
similar range compared to 2023.
Market overview continued
1. All data in this section is taken from the monthly IEA Oil Market Reports available at www.iea.org/energy-system/fossil-fuels/oil.
Oil price movement 2023 v 2024 (Dated Brent)
Hedging forms a key part of our financial risk
management and allows us to protect our revenue
from oil price volatility. Our policy is to protect 60%
of our expected production for the year ahead and
30% of the following year. Additionally, we strategically
select hedging instruments to ensure that at least
60% of our expected production retains exposure
to rising oil prices.
HOW WE ARE RESPONDING
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Climate change and energy transition
2024 was the first year that average global temperatures
reached the 1.5°C limit above pre-industrial levels
1
.
The impact of climate change is having a profound effect
across the globe, particularly in the most vulnerable and
poorest communities in Africa and elsewhere. Although
the African continent contributes less than 3% of global
CO
2
emissions
2
, it is disproportionately affected by climate
change. African countries are losing an average of 2%–5%
of their Gross Domestic Product due to climate change
and are allocating up to 9% of their budgets to address
climate-related challenges
3
.
With the energy sector responsible for approximately 35%
of global emissions
4
, everyone operating in the sector has
a crucial role to play in lowering carbon emissions. Whilst
Net Zero commitments by companies remain in place,
progress towards this has slowed. Several companies have
either revised or scaled back their climate commitments
and reduced investment in low-carbon fuels.
Everyone operating in the energy
sector has a crucial role to play
in lowering carbon emissions.
Fossil fuels such as oil and natural gas are expected to
remain a significant part of Africa’s energy mix, meeting
the demands of rapidly growing populations and industrial
sectors. Delivering this energy with lower carbon emissions
is key for Africa’s energy security and independence.
1. Source: www.wmo.int/news/media-centre/wmo-confirms-2024-warmest-year-record-about-155degc-above-pre-industrial-level.
2. Source: www.iea.org/reports/africa-energy-outlook-2022/key-findings.
3. Source: www.wmo.int/news/media-centre/africa-faces-disproportionate-burden-from-climate-change-and-adaptation-costs.
4. Source: www.un.org/en/actnow/facts-and-figures.
Our purpose is to build a better future through the
responsible development of oil and gas. In support
of global targets to reduce emissions, we continue
to implement our Net Zero by 2030 strategy. We
recognise the importance of meaningful engagement
with a wide spectrum of stakeholders to address
the complexity of the energy transition, and we
regularly engage with host countries to understand
their long-term climate change strategies.
In 2024, we formed a strategic partnership with the
Ghana Forestry Commission to reforest approximately
two million hectares in Ghana’s Bono and Bono East
regions and offset hard-to-abate carbon emissions
in line with our 2030 Net Zero roadmap.
Further detail about our Net Zero by 2030 strategy
and progress to date is included on pages 35 to 37.
HOW WE ARE RESPONDING
Tullow Oil plc Annual Report and Accounts 2024 – 13
Strategic report Corporate governance Financial statements Supplementary information
Our business model
Building a better future through responsible oil and gas development is our purpose
and ensuring that we generate value for all our stakeholders shapes our business
model and strategy.
What we do
Produce and sell
We responsibly produce oil and gas
from our West African assets and sell
to international and domestic markets.
Develop and explore
We invest in further development and
exploration around our existing fields
to maintain and grow production.
Harness opportunities
We seek opportunities to bring
undeveloped resources to production
and acquire existing producing fields
to grow and diversify our business.
Our resources and relationships
Experienced and skilled
employees
Attractive asset
portfolio
Responsible operator
Trusted partner
Dependable supply
network
Financial resources to
fund growth
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The value we create
Our people
397
Employees
1
Employment, competitive compensation and
benefits, and development opportunities.
+13,000
Training and development hours in 2024
Host communities and governments
$3bn
Total direct socio-economic contribution
in the last five years
Economic growth and sustainable development
through enterprise and skills development to
enhance employability.
Investors
Compelling value proposition
$156m
2024 free cash flow
2
Suppliers
$0.96bn
Spend with local suppliers in last five years
1. As at 31 December 2024.
2. The Group uses certain performance measures that are not
specifically defined under IFRS or other generally accepted
accounting principles. These alternative performance
measures are explained on pages 191 and 192.
How we operate
Ethical approach
Our values-led culture ensures we do
what is right and promotes a culture
of openness, performance and
continuous improvement.
Partnership
To succeed we must build trust
and deliver positive outcomes for
all stakeholders.
Growth strategy
We focus on:
Operational
excellence
Capital
efficiency
Business
growth
Sustainability
Our sustainability approach underpins
our strategy.
Our
approach
Achieve
Net Zero
Care for
people
Respect the
environment
Read more about our culture, strategy and
sustainable approach on pages 24 to 40.
Tullow Oil plc Annual Report and Accounts 2024 – 15
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Strategy in action
Leveraging
operational excellence
Our cross-functional engineering and operational
teams are increasingly using a data-driven approach
and specialist engineering simulations to reduce
downtime and unscheduled outages across our
producing assets. This approach has significantly
improved both power reliability and water injection
capacity and has contributed to production
efficiency of 98% in 2024 compared to
96% in 2023.
All operational disruptions are now automatically
analysed to determine and assess cause, and new
processes are developed to avoid recurrences.
For example, recognising the criticality of water
injection and the dependency of other equipment
on it, we now align planned outages on seawater
injection with outages across power generation
systems to ensure water injection and power
generation are operating at the same time at
optimal levels.
OPERATIONAL EXCELLENCE
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Our strategy supports the fulfilment of our purpose.
It is focused on the themes detailed below, which aim
to drive growth and create value for our stakeholders.
Read more about our KPIs on pages 18 and 19.
Read more about our principal risks on pages 54 to 58.
Our strategy
Our strategic themes
Operational
excellence
Link to KPIs:
1
2
3
5
6
7
Link to principal risks:
1
2
6
8
10
• Operating in a safe, efficient and
sustainable way at all times.
• Promoting an inclusive performance-
driven culture focused on continuous
improvement that empowers employees.
• Building a track record of
consistent top--tier operating
capability and performance.
• Leveraging our engineering, technical
and subsurface expertise to realise
operating efficiencies and maximise
return on investments.
Capital
efficiency
Link to KPIs:
2
4
6
7
Link to principal risks:
3
7
• Operating within a strict cost framework.
• Allocating capital in a disciplined way
focused on delivering investor returns
and capital to fuel our growth plans.
• Generating sustainable free cash flow
to reduce net debt to less than $1 billion
and gearing to under 1x in the near term.
Business
growth
Link to KPIs:
4
5
6
7
Link to principal risks:
1
3
4
5
9
• Growth from our existing assets,
including new production from
discovered resources, production
from undeveloped parts of fields
and near-field exploration.
• Leveraging our deep expertise to
identify low-risk investments with
potential for fast commercialisation,
high returns and rapid payback.
• Leveraging our strong reputation
as a trusted partner and ethical
and responsible operator to secure
value-accretive opportunities
to diversify our asset base.
Evolving Tullow
2020–2022
Turnaround
and investment
• Strategy shift to production
• Portfolio rationalisation
• Debt refinancing and reduction
• Capital discipline
• Cost reductions
• Operations transformation
• Board changes focused on
emerging markets expertise
2023
‘Inflection point’
• Jubilee South East startup
• Material step-up in free cash
flow in second half
• Clear deleveraging pathway
• Commercialisation of
Ghana gas
• Portfolio optimisation
• Demonstrate access to capital
2024+
Pan-African platform
• Production delivering
sustainable cash flow
• Progress long-term revenue
stream from Ghana gas
• Optimise capital structure and
reduce net debt
• Organic growth through
infrastructure-led exploration
• Kenya potential value option
• Inorganic opportunities
• Opportunity for equity value
accretion on core business plan
Tullow Oil plc Annual Report and Accounts 2024 – 17
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Our KPIs
We measure our performance using the financial and non-financial metrics detailed below.
These metrics are used to determine performance-related rewards
1
across the Company
ensuring that remuneration and delivery of our strategy are aligned.
The operational and financial metrics below (our 2024 corporate scorecard) reflect our strategic priorities. Their purpose
is to drive performance and provide a clear measure of progress achieved during the year. As part of our remuneration
arrangements, at the start of each financial year we set targets and weightings in relation to each metric. Further detail
in relation to each performance metric and the targets set for the financial year ended 31 December 2024 are set out on
page 96 and pages 99 to 102.
Performance metric Why we measure this 2024 performance
1
Safety
Ensuring a safe working environment
is always our first priority.
One recordable injury.
Two Loss of Primary Containments (LOPCs)
at Tier 1. One Tier 2 LOPC.
2
Financial
performance
(Cost and working
capital management)
Helps determine how effectively we are
deploying our strict cost framework and
our progress in maintaining cost discipline.
Normalised operating cash flow at $526 million.
Gearing at 1.3x.
3
Production
Maximising oil production and revenues
is critical if we are to continue to
deleverage our business and deliver
our targeted material cash flow over
the next two years.
Group oil production at 54.7 kbopd. Jubilee
production efficiency
2
at 83%; TEN production
efficiency
2
at 100%. Jubilee water injection
efficiency at 76%.
4
Business plan
implementation
Effective implementation of our capital
investment programmes underpins our
strategy and ensures capital efficiency.
Drilling efficiencies enabled the Jubilee 2024
wells to be drilled below budget. Additionally,
we accelerated the Mauritanian
decommissioning operations and
delivered significantly under budget.
5
Sustainability
If we are to fulfil our purpose, we must
mitigate the impact of our operations
while generating social and economic
benefits for our host nations and
other stakeholders.
Significant progress was made across all
areas of ESG. In particular we finalised the
contractual requirements in relation to the
carbon offset project in Ghana, continued
investment in social projects in our countries
of operation and set a new No Net Loss
ambition level for nature.
6
Unlocking value
Provides laser focus on key strategic
operational projects.
Performance assessment focused on seven
critical actions including successful outcome
in the BPRT arbitration, extension of the
interim gas sales agreement in Ghana
and positioning for future refinancing.
7
Leadership
effectiveness
Ensures we have the right balance
of skills, experience and knowledge
to deliver our strategy.
Supported by the hard work and dedication of
the entire Tullow team, the SLT worked
cohesively to ensure continued operational
delivery.
1. Our scorecard also includes a relative total shareholder return performance metric which makes up 50% of the total and only applies to Rahul Dhir,
who stepped down from the Board on 14 February 2025 (see page 102).
2. Production efficiency refers to the ratio of actual produced oil to the theoretical maximum capacity of the production system (reservoir to wells
through facilities to export).
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5%
5%
5%
Targets and performance
Set out below are overviews of the targets and performance achieved in 2024 and the two prior years.
2022 corporate scorecard
Safety Financial performance Production Business plan implementation Sustainability
Unlocking value Leadership effectiveness
Target
%
1.9% 6.3% 4.8% 3.2%5.6% 2.6%5.6%
Achieved
%
2023 corporate scorecard
Safety Financial performance Production Business plan implementation Sustainability
Unlocking value Leadership effectiveness
Target
%
5% 2.2% 2.7% 3.8%3.8% 4.2%4.9%
Achieved
%
2024 corporate scorecard
Safety Financial performance Production Business plan implementation Sustainability
Unlocking value Leadership effectiveness
Target
%
4.8% 2.6%3.8% 4.7%
5% 10% 10%7.5% 5%7.5%
6.4%
Achieved
%
5% 10% 10%7.5% 5%7.5%
5% 10% 10%7.5% 5%7.5%
1.2%
1.5%
Tullow Oil plc Annual Report and Accounts 2024 – 19
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Our stakeholders
Recognising the needs and priorities of our stakeholders and fostering
strong, positive relationships are fundamental to our success.
Enhancing capabilities
The Tullow Supplier Mentorship Programme continues to enhance
the capability of service providers in Ghana’s oil and gas sector.
Read more on page 33.
HOW WE ENGAGE
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Our key stakeholders and how we engage with them
Colleagues
Enable us to deliver
our strategy
Host governments
and communities
Live and operate
where we do business
Investors
and lenders
Provide capital
Suppliers
Support our
business activities
ESG experts, NGOs
and industry peers
Share best practice
What matters to them
• Safe working.
• Fair compensation
and benefits.
• Values-based culture.
• Regular and timely
business updates.
• Development
opportunities.
• Responsible operator
of national assets.
• Revenues and taxes
from operations.
• Socio-economic
investment and support.
• Consultation on
operational initiatives.
• Strategy and delivery.
• Sustainable returns.
• Regular communication
and transparency.
• Strong ESG
performance, particularly
management of climate
change impacts.
• Long-term relationships.
• Safe working.
• Fair terms.
• Local content
investment.
• Safe and
sustainable operations.
• Input into industry debates
and consultations.
• Proactive engagement
in relation to issues.
Group-level engagement overview
• Town hall and
team meetings.
• Leadership
coffee mornings
and brunches.
• Engagement surveys.
• Employee advisory
forums (the Employee
Engagement Forum
and the Tullow Advisory
Panel (TAP)).
• Proactive engagement
with government officials.
• Regular interaction
via our local Social
Performance teams.
• Regular surveys,
advocacy and
industry collaborations.
• Investor relations
(IR) programme
including regular
updates and roadshows.
• Frequent group and
one-on-one meetings.
• Participation in
industry conferences.
• Regular
commercial dialogue.
• Quarterly key supplier
performance reviews.
• Supplier training events
in relation to our
business requirements.
• Industry trade
association corporate
memberships including
the Extractive Industries
Transparency Initiative.
• Participation in
ESG-focused and
other industry events
and conferences.
• Participation in technical
peer-to-peer events.
Board-level engagement overview
• Quarterly meetings
with the TAP.
• CEO and CFO town
hall meetings with
employees, including
open Q&A sessions.
• Chair and CEO meet
with national government
representatives.
• Regular Social
Performance team
Board updates.
• Annual General Meeting.
• Chair and Senior
Independent
Director meet
with shareholders
as required.
• Regular Board
updates on IR
programme, including
investor feedback.
• Chair, CEO and CFO
meet with supplier
counterparts to assess
performance and
build relationships.
• Board oversees
sustainability strategy.
• Regular Board
updates on relevant
ESG developments.
Outcomes
• The 2024 employee
survey had an average
positive score of 70%.
• Positive employee
feedback on
Board engagement.
• $731 million direct socio-
economic contribution.
• Community programmes
focused on education,
skills development and
entrepreneurship.
• Progressed nature-based
offset programme
with the Ghana
Forestry Commission.
• Continued positive
engagement with
and support from
shareholder base.
• Extension of
revolving credit facility
demonstrating continued
bank support.
• Progressed Net
Zero strategy.
• Ethical procurement.
• Responsible
business practices.
• Motivated suppliers
performing to
high standards.
• Cost-effective and
efficient procurement.
• Updated sustainability
approach.
• Increased human
rights awareness.
• Developed nature
roadmap and ambition.
• Published disclosures in
line with TNFD framework.
See pages 28 to
30.
See pages 31 to 34. See page 23. See pages 31,
33 and 34.
See pages 24 to
40.
Tullow Oil plc Annual Report and Accounts 2024 – 21
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Section 172 statement
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.
During the year ended 31 December 2024, the
Board has acted in accordance with Section 172(1)
(a) to (f) of the Companies Act 2006, with each
Director acting in the way they consider, in good
faith, would be most likely to promote the success
of the Company for the benefit of its members
as a whole. In doing so, the Directors had regard
to the interests of other stakeholders, whilst
maintaining and overseeing high standards of
business conduct. Information about our key
stakeholders and how we engage with them
is set out on the previous page.
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Strategy key
Operational excellence Capital efficiency Business growth
Example, link to strategy,
stakeholders considered Outcome
Implementation of updated Code of Ethical Conduct
Our success is dependent on building trust and
at all times doing what is right, acting responsibly
and making safety a paramount consideration.
The Board reviewed the Group’s current policies
on ethical and legal requirements and assessed
the existing culture against the desired culture it
aims to embed throughout the Group. As part of
this assessment, the Board took into account
the changing regulatory landscape for listed
companies and the jurisdictions we operate in.
Stakeholders: Investors and lenders, Colleagues,
Host communities and governments, Suppliers
In October 2024 the Board approved an updated Code
of Ethical Conduct (the Code). This Code, which applies
to all our operations and is aligned with the Group’s core
values, sets out how employees and other key stakeholders
are expected to act in their daily working lives. The Code
also provides details on how to report any actual or
suspected wrongdoing via both internal speaking-up
channels and an independent speak-up service.
A copy of the Code is available at www.tullowoil.com/
about-us/corporate-governance/code-ethical-conduct.
Progress on Net Zero pathway
We are committed to minimising our environmental
footprint and to creating value for all stakeholders.
In May 2024, the Board considered the formalisation
of a strategic partnership with the Ghana Forestry
Commission to implement a high-integrity,
jurisdictional-based Reduced Emissions from
Deforestation and Degradation programme.
Stakeholders: Host communities and
governments, Colleagues, Suppliers, ESG experts
As part of its consideration, the Board took into account
the $90 million investment required over the next decade.
As the project supports the Group’s Net Zero by 2030
strategy by addressing hard-to-abate residual emissions
and will have a positive socio-economic impact in Ghana,
the Board approved the arrangement. Further information
about the project is included on page 37.
Revolving credit facility extension
Capital efficiency and optimising our capital
structure is a strategic priority. In November 2024,
the Board considered the appropriateness of seeking
an extension to the Company’s revolving credit
facility (RCF) to the end of June 2025, while at the
same time progressing the Group’s refinancing plans.
Stakeholders: Investors and lenders
Following consideration, the Board approved the
proposal to seek an extension of the RCF, taking into
account a number of factors including the resulting
reduction of overall financing costs and the provision
of sufficient liquidity headroom. Subsequently in
November 2024, the RCF was extended to the end
of June 2025.
Read more about our strategy
on pages 16 and 17.
Set out below are a number of examples which illustrate how the Directors have fulfilled their duties.
Tullow Oil plc Annual Report and Accounts 2024 – 23
Strategic report Corporate governance Financial statements Supplementary information
Sustainability review
Our sustainability approach is built around three themes: people, climate and nature.
It is a core part of our corporate strategy and guides us in managing our material social
and environmental impacts, risks and opportunities.
Our sustainability approach
We continue to evolve and align our sustainability approach
with our purpose and to seek opportunities to embed
sustainability thinking and practice as core elements
of the way we do business.
In 2024, we undertook a double materiality assessment
to identify our impact on the environment and society
(inside-out perspective) and the impact of these factors
on our organisation (outside-in perspective). The assessment
was undertaken with reference to EFRAG IG 1 Materiality
Assessment Guidance, GRI 3: Material Topics 2021 and
SASB EM-EP (Oil & Gas Exploration & Production) Standard.
Key elements of the process included:
• Sustainability landscape analysis to develop a universe
of sustainability impact topics. The areas analysed
included sustainability disclosures and material priorities
of 29 companies, 26 of which operate in the oil and gas
sector; priority topics highlighted by global sustainability
standards and frameworks, ESG ratings and investment
reports; industry trends; and our business strategy,
enterprise risk management outcomes and human
rights saliency assessment. Overall, more than 330
topics were identified and more than 40 were prioritised.
• Internal consultation including a survey across a
selected group of employees and members of the
extended leadership team and four internal workshops
to review topic definitions and evaluate impacts.
• Development of sustainability-related financially material
impacts using our enterprise risk management process.
• External validation across a range of stakeholders
including JV partners, investors, bankers and lenders,
suppliers and Ghana’s host community representative
groups via surveys and meetings.
• All feedback was carefully reviewed and the 13 areas
detailed in the material topics graphic on the following
page were identified as representing our key
sustainability-related impacts, risks and opportunities.
We have refreshed how we communicate our approach
to sustainability to take account of the material topics, with
the aim of ensuring everyone can easily understand what
we do and why. Our sustainability approach addresses our
material economic, social and environmental impacts, risks
and opportunities and is built around three interrelated
sustainability themes: people, climate and nature (see
below), which are aligned with the issues that are most
relevant to our business, our stakeholders (see page 21)
and the relevant broader United Nations Sustainable
Development Goals (SDGs). These sustainability themes
and material topics are underpinned by robust corporate
governance and responsible business conduct, both of
which continued to be deemed material from an impact
and financial standpoint.
“ The double materiality assessment and our engagement with
internal and external stakeholders reconfirmed the sustainability
topics that are most important to the business and our
stakeholders. We sought to simplify how we frame those
sustainability topics to ensure that they are well understood
and have grouped them under three core themes: people,
climate and nature.”
Julia Ross
Director of People and Sustainability
Our
approach
Achieve
Net Zero
Care for
people
Respect the
environment
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Our sustainability themes
Care for people
• Consider the needs of all people touched by our business, including our workforce, communities in our host countries
and our supply chain.
• Focus on creating an inclusive culture and local workforce, promoting health, safety and wellbeing.
• Assure the integrity of our assets and maintain process safety.
• Respect human rights both in our Company and across our extended supply chain.
• Manage our impacts on people and build trusting and respectful relationships through engagement and proactive collaboration.
• Contribute to socio-economic development through investment in skills, entrepreneurship and supplier capabilities.
Achieve Net Zero
1
• Eliminate routine flaring in our operations to reduce greenhouse gas emissions.
• Advance incremental operational efficiencies to minimise energy consumption and adopt clean energy solutions where possible.
• Invest in nature-based solutions to offset hard-to-abate residual emissions.
Respect the environment
• Mitigate our environmental impacts through effective management systems.
• Minimise impact from overuse of materials, waste and pollution.
• Enhance biodiversity practices and protect ocean health through proactive monitoring and conservation activities.
1. Achieve Net Zero in our Scope 1 and 2 net equity emissions.
Our material topics
Care for
people
• Prioritise occupational
health and safety
• Assure asset integrity
and process safety
• Attract, retain and
develop talent
• Advance inclusion and diversity
• Respect human rights
• Manage impacts on
host communities
• Contribute to socio-economic
development
SDG alignment:
Achieve
Net Zero
• Decarbonise our assets • Invest in nature-based
solutions for carbon offsets
SDG alignment:
Respect the
environment
• Reduce material use,
waste and pollution
• Enhance biodiversity and
ocean health
SDG alignment:
The material topics listed above are not ordered based on levels of materiality. Further information about our double materiality
assessment and how we are progressing our sustainability programmes is available at www.tullowoil.com/sustainability.
Governance
Promote robust corporate governance Maintain responsible business conduct
Tullow Oil plc Annual Report and Accounts 2024 – 25
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Governance, ethics and compliance
Robust governance and responsible business
conduct underpin everything we do and are
key elements of our sustainability approach.
Both topics are deemed material for our
business, and we are committed to the
highest standards of corporate governance,
ethics and compliance.
Promote robust governance
The Board oversees our overall sustainability activities,
impacts and risks. Updates on sustainability-related topics,
including progress against our sustainability framework
and targets and overall performance reviews, are
discussed at every Board meeting. The Board’s annual
strategy review includes presentations on ESG trends
and regulatory updates provided by external experts.
In 2024, the Board considered and reviewed the findings
of the double materiality assessment and subsequently
reviewed and approved our refreshed sustainability
approach. The Safety and Sustainability Committee
supports the Board in directing our sustainability approach
and targets and oversees their implementation. Further
information about our sustainability governance processes
is included on pages 91 and 92.
Maintain responsible business conduct
Our values and our Code of Ethical Conduct (Code)
govern the way we do business and convey a clear
message to our employees, contractors, supply chain
partners and external stakeholders about our approach
to ethical standards, anti-corruption, compliance and
human rights. Our Code was updated during the year
(see page 23) to include changes to reflect Tullow’s
evolving requirements, new legislation and expectations
of external stakeholders plus expanded content on human
rights, fraud, due diligence and use of artificial intelligence
(AI). The Code and supporting policies are available at
www.tullowoil.com/about-us/corporate-governance.
In 2024, every Tullow permanent employee completed
our mandatory annual online Code training, which
requires self-certified disclosure of their compliance
with ethics and compliance controls.
Our Ethics and Compliance Ambassador programme
plays a vital role in promoting our ethical culture. Currently,
13 volunteers from different functions and regions serve
as focal points and trusted advisers to their colleagues
on all matters relating to our Ethics and Compliance
programme. All Ambassadors receive training and the
group meets monthly for discussion, including deep dive
learning on a specific topic.
In 2024, we engaged external advisers to conduct an
Enterprise-Wide Fraud Risk Assessment to identify fraud
risks across nine Company departments, map relevant
fraud controls to the risks, and assess the design
effectiveness of the controls to mitigate the risk of fraud.
This work is part of our readiness for the new corporate
criminal offence of ‘failure to prevent fraud’, which was
introduced as part of the Economic Crime and Corporate
Transparency Act 2023 and is scheduled to come into
force in 2025. Overall, our residual fraud risk rating was
judged to be low.
Assurance
Quantitative data in this section relates to the 2024 calendar year and covers our global operations unless otherwise
stated. Greenhouse gas (GHG) emissions reporting includes our operated and non-operated assets. Descriptions of
data collection methodologies and notes to reported metrics are available in our GHG Emissions Scope & Calculation
Methodology and Basis of Reporting documents, which are available at www.tullowoil.com/sustainability. GHG
emissions and other ESG data from our operated assets have been externally assured by Integrated Reporting
& Assurance Services, and the Assurance Statement is also available at www.tullowoil.com/sustainability.
Sustainability review continued
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We encourage our colleagues, suppliers, contractors and
business partners to speak up if they observe, or think they
observe, behaviour which they believe is not in alignment
with our Code, and remind them that reports can be made
anonymously without fear of reprisal. Reports can be
made via internal channels or to our independent, external
reporting mechanism, which is available 24/7 in multiple
languages. All reported cases are reviewed and investigated
by our Ethics and Compliance team, and updates are
provided to the Audit Committee and the Board.
During 2024 we continued to raise awareness of our
speak-up reporting channels and to remind employees
of our policies by sharing outcomes and learnings from
appropriate investigations. We also further promoted our
reporting channel to third parties, including posters and
wallet in operational areas. As a result of internal and
third-party awareness, speak-up reports increased to 40
in 2024 (2023: 22). All cases were investigated and none
warranted dismissal of staff.
Information security and data privacy
Our business relies on strong defences against digital
threats which pose a risk to our business continuity.
Similarly, we are committed to protecting the privacy
of all those who entrust us with their personal information
through robust digital controls and detailed privacy
procedures, authorisation hierarchies and training.
Our information security strategy comprises both information
technology and digital security, and is aligned to ISO 27001
Information Security Management Standard and the
National Institute of Standards and Technology (NIST)
framework. We apply industry best practice, supported
by ongoing intelligence and risk management through
our enterprise risk management system, and we implement
a number of processes to mitigate the risk of a major cyber
security incident (see page 58).
Disclosing our tax contributions
We are committed to openness and transparency in all
our business dealings. We have supported the Extractive
Industries Transparency Initiative since 2011, and we
remain committed to providing our stakeholders with
details of our annual taxation contributions, which we
believe helps to promote honesty in our industry, mitigate
corruption and encourage inclusive development. Our
annual Payments to Government Report, which provides
details of our mandatory and voluntary tax disclosures,
will be published later this year.
In the past three years
(2022–2024), we have paid
$1.04 billion to the Ghanaian
government
1
and purchased
goods and services from
suppliers in Ghana totalling
$0.58 billion.
Summary of our
contributions ($ million) 2024 2023 2022
Total global payments to
governments including
payments in kind
2
538 492 468
Total payments to the
Ghanaian government
including payments in kind 384 319 341
Direct socio-economic
contribution including
mandated and discretionary
payments to all stakeholder
groups including
governments, suppliers and
communities 731 713 645
1. Payments to the Ghanaian government including payments in kind over
the past three years.
2. Payments in kind comprise royalty payments made in the form of barrels
of oil and exported gas allocated to government as economic rent.
2024 Speaking-up cases
Third party: 6
Dishonest behaviour: 12
Human resources: 8
Breach of internal
procedures: 12
Environment, health & safety: 1
Worker welfare and
human rights: 1
Total cases
40
Tullow Oil plc Annual Report and Accounts 2024 – 27
Strategic report Corporate governance Financial statements Supplementary information
Care for people
Our employees, together with our
contractors, host communities, suppliers
and other business partners play a key
role in our business. Our priority is to
ensure a safe working environment
and a values-led, inclusive culture.
Prioritise occupational health and safety
Our strong positive safety performance continued in 2024.
We recorded no lost time injuries, however, nine high
potential incidents (HiPos)
1
during the year served as a
reminder of the risks our workforce face and the need
for continuous vigilance.
Occupational safety
performance
2
2024 2023 2022
Total Recordable Injury
Rate (TRIR) 0.21 0.20 0
High Potential Incident
Frequency (HiPoF) 1.85 0.6 1.56
1. HiPos are defined as any incident or near miss that could, in other
circumstances, have realistically resulted in one or more fatalities.
2. Our data collection methodologies and notes to reported metrics
are available in our Basis of Reporting document.
The single recordable injury in 2024 was a minor cut
sustained by a member of the catering staff, which
required medical treatment. All injuries and incidents,
including HiPos, were fully investigated and corrective
actions were taken to prevent recurrence.
It is imperative that everyone who works at our sites or
supplies materials or services to our facilities has a full
understanding of our safety procedures and knows our
requirements. Throughout the year we continued to
reinforce safety training and procedures to further
embed a culture of safety across our operations. Our 2024
Health and Safety Contractor Forum, which focused on
operational excellence and its interface with environment,
health and safety matters, was attended by more than
70 representatives of contractor companies, who shared
experiences and insights during the event.
We invest in employee wellness and during the year our
ongoing Global Wellness Agenda included a wide variety
of topics including neurodiversity, financial wellbeing,
mental wellbeing, workplace burnout and physical activities
such as the Tullow Sports Day and onsite health checkups.
Employees engage in different wellness activities, which
are highly appreciated by employees and contribute to
motivation and productivity at work. Employees received
a ‘Wellness Afternoon Off’ to support their wellbeing. In
addition, towards the end of the year employees enjoyed
a ‘Tullow Appreciation Day’, a day of paid leave offered to
all employees as an appreciation for their hard work
during the year.
More than 2,900 instances
of employee participation in
more than 20 global wellness
events in 2024, amounting
to, on average, each colleague
participating in 7 events during
the year.
2024 overview
• 0.21 Total Recordable Injury Rate across
our global operations.
• Two Tier 1 process safety Loss of Primary
Containments (LOPC) and one Tier 2
LOPC incident.
• 25% women in senior management
(2023: 21%).
• 81% localisation in Ghana on track to
achieve our target of 90%.
• $731 million total socio-economic
contribution in our host countries,
bringing total five-year socio-economic
contribution to $3 billion.
• $538 million paid to governments in host
countries including payments in kind.
• $1.2 million distributed in small loans to
over 3,680 beneficiaries through our
Fisherman’s Anchor Project.
• c.20,000 households benefit from our
water distribution in Kenya.
• 5,900 students accessed educational
activities in Ghana and Kenya.
• Launched Tullow Agriventures that aims
to create 1,500 direct jobs in Ghana over
two years.
• Launched the Tullow Supplier Access
to Finance initiative to support small
business development in Ghana.
• Over 850 participants from local
companies attended training workshops
in Ghana hosted by the Petroleum
Commission/Tullow Business
Academy Partnership Initiative.
SDG alignment
Sustainability review continued
28 – Tullow Oil plc Annual Report and Accounts 2024
Strategic report Corporate governance Financial statements Supplementary information
Assure asset integrity and process safety
To ensure the safe, reliable and efficient operation of our
facilities, and to protect the wellbeing of our workforce,
we take a proactive approach to asset integrity and process
safety management. Our Operations Management System
provides a framework for the management of asset
integrity and process safety with the aim of maintaining
a safe working environment with minimal risk to people,
the environment and our business.
In 2024, we continued with our planned maintenance and
integrity activities in support of asset integrity and process
safety. We ended the year with two Tier 1 and one Tier 2
LOPC incidents, none of which represented a major safety
risk to people.
Process safety events 2024 2023 2022
Tier 1 2 0 0
Tier 2 1 3 1
Total 3 3 1
The Tier 2 LOPC was caused by a pipework failure resulting
in gas release, and the two Tier 1 LOPCs were due to
mechanical failures resulting in oil releases to the sea.
All incidents were subjected to full investigations and the
Tier 1 incidents were also reviewed with the Ghana
Environmental Protection Agency and corrective actions
were taken to prevent recurrence.
Three incidents (the two Tier 1 LOPCs and an HiPo
incident) were considered by the regulator as non-
compliant with certain permit conditions and a fine of
$413,000 was imposed.
We continue to maintain an intensive pace of process
safety awareness and training activities to improve
knowledge, skills and routine practices across all process
safety dimensions. For example, training in 2024 included
a two-month refresher on International Association of
Oil & Gas Producers Life Saving Rules, refresher training
on Process Safety Fundamentals, a series of training
sessions on process risk assessment and an externally
facilitated training on oil spill management.
We maintain a high level of preparedness to respond to
any emergency to minimise negative impacts on people,
the environment and our assets while assuring business
continuity. To ensure employees are fully trained to
respond in an emergency situation, we adhere to our
detailed asset protection-related policies, standards and
plans, which include crisis and emergency management.
In 2024, we conducted extensive training in business
continuity planning, crisis management and emergency
response for teams in Ghana and the UK, and updated
all departmental impact recovery plans.
In March 2024, we were deeply saddened to learn of
a safety incident that resulted in six fatalities on our
non-operated Becuna Platform in Gabon. The incident
was of notable concern to the Board, and whilst
acknowledging that we do not operate the Becuna
Platform, the Board sought, where possible, to provide
support, in particular with arrangements for the
families affected by the fatalities. The Board also
insisted on receiving updates on the findings of the
incident investigation and a thorough assessment
and implementation of all lessons learned.
Attract, retain and develop talent
Our people are critical to our business success. Attracting,
retaining and developing them helps to deliver our business
objectives and providing training and development
opportunities helps support their career progression.
We aim to foster an organisation in which all colleagues
are motivated to live our values and support our purpose,
while realising value for themselves in terms of meaningful
work, professional growth and competitive compensation
and benefits. We engage our employees through our
Tullow Advisory Panel (TAP), which comprises eight elected
colleagues from across the business and locations.
The TAP meets quarterly with members of the SLT, and
separately with the Non-Executive Directors. In addition,
we survey our employees every two years to understand
how our Employee Value Proposition is delivering value.
In 2024, we dedicated more
than 13,000 hours to employee
training, showcasing our
commitment to continuous
learning and staying competitive
in an evolving industry.
The 2024 employee engagement survey drew responses
from 81% of employees, who returned an average positivity
score of 70% across the sum of all survey questions, similar
to 2022. However, within this average, overall satisfaction
was 5% higher than in 2022. Feedback highlighted the most
positive aspects of working at Tullow as being the work
environment, including the Group’s culture and values
and wellness agenda. Opportunities for improvement
were also flagged, primarily in the areas of reward and
benefits and professional development. Plans to address
this feedback include initiatives to improve our fair and
robust remuneration processes, and further invest in
professional development support.
We advance professional development through our
continuous performance management process, which
provides opportunities for growth and advancement
through training, coaching and mentoring. In addition to an
annual schedule of mandatory training on matters such as
health and safety, ethical conduct, information security, and
targeted technical skills training, we continue to provide
at least 20 hours of professional development training per
employee per year. Our mentoring programme continues
to be active across the organisation. In 2023, we ran our
fourth cohort pairing up 20 mentees and mentors which
continued during 2024. In addition, we ran separate
feedback mentor and mentee sessions, providing
opportunities to learn from each other’s mentoring
experiences.
Tullow Oil plc Annual Report and Accounts 2024 – 29
Strategic report Corporate governance Financial statements Supplementary information
Advance inclusion and diversity
Inclusion and diversity are defining components of the
way we work as a culturally and geographically diverse
team. At Tullow, diversity includes gender and race as well
as several other attributes including physical ability, sexual
orientation, and religious and political beliefs.
As at 31 December 2024, Tullow employed 397 people.
Female representation across the Group was 27% (108),
with male representation at 73% (289). Information about
the Board and senior management gender profiles is set
out on page 85.
Diversity at Tullow 2024 2023 2022
All women 27% 26% 26%
Women in
senior management 25% 21% 14%
All Africans 56% 55% 54%
Africans in
senior management 14% 8% 9%
Local nationals
1
85% 84% 82%
1. Local nationals refer to nationals in their country of work.
We aim to drive equitable opportunities for all employees
in different parts of our business, with particular focus on
employment of African nationals (localisation) and the
advancement of women in our organisation.
Accelerating localisation in Ghana
Localisation is central to our purpose and our commitment
to foster sustainable economic growth and develop a
skilled local workforce in Ghana. During the year we made
further progress towards achieving our objective of 90%
overall workforce localisation in Ghana. By replacing three
expatriates with local nationals in addition to a range of
other initiatives, overall workforce localisation in Ghana
was 81% at year end 2024.
In 2024, 42% of new hires were
women and 48% of new hires
were African.
We are a signatory to the Women in Finance Charter,
which demonstrates our ongoing commitment to
improving the gender diversity of our workforce,
particularly improving women’s representation at senior
levels in our Finance function. In 2024, we maintained a
level of above 50% of female representation in our senior
finance team, exceeding our goal of 45%.
Respect human rights
We identify and manage our material human rights
impacts, risks and opportunities in accordance with
international human rights instruments and responsible
business conduct standards such as the United Nations
Guiding Principles. Following the completion of our human
rights saliency assessment in 2023, we prioritised five
salient issues and developed action plans to enable us to
respond and track progress. The action plans support
delivery of our three-year roadmap, which commits us to
embedding and proactively managing human rights issues
across the business.
Our salient human rights issues
1
Security and conflict/misuse of force
Sea rights and livelihoods
Land rights and livelihoods
Labour rights (including fair
remuneration and protection
from child and forced labour)
Potential negative impacts
of carbon offsetting
Occupational health and safety/
hazardous working conditions
Community health, safety
and wellbeing
Anti-bribery and corruption
Sustainability review continued
Care for people continued
2019 2020 2021 2022 2023 2024
100%
80%
60%
40%
20%
0%
1. Those human rights that are at risk of the most severe negative impacts
through a company’s activities or business relationships. Source: Salient
Human Rights Issues: UN Guiding Principles Reporting Framework.
82%
85%
71%
81%
77%
78%
30 – Tullow Oil plc Annual Report and Accounts 2024
Strategic report Corporate governance Financial statements Supplementary information
The five salient human rights issues we have prioritised and
some of the actions taken to advance these areas include:
• Security and conflict/misuse of force: Developed
and communicated a new plan to manage security risks
linked to exploration activities in preparation for future
seismic surveys.
• Sea rights and livelihoods: We reviewed our
programmes and in 2025, we are planning to codify
good practices, implement proactive risk management
processes and develop stronger contractor
management before and during our activities.
• Land rights and livelihoods: Updated our Social
Management Standard using best practice guidance
and frameworks and additional guidance relating to
land acquisition and livelihood restoration.
• Labour rights—overtime and wages: Conducted due
diligence on and provided online labour rights training
to identified high-risk suppliers. In 2025, we will integrate
human rights content in supplier quarterly performance
reviews and address recurring root causes of overtime
and wage issues. Training on labour rights during
supplier onboarding is also planned for 2025.
• Potential negative impacts of carbon offsetting:
Integrated social and human rights considerations
into our nature-based carbon offset initiative in Ghana,
including collaboration with the Ghana Forestry
Commission to ensure the project aligns with social
and human rights standards.
In 2024, following a review of global human rights
instruments and peer company policies, we updated
our Human Rights Policy, significantly strengthening our
commitment in several areas. This policy was approved
by the Board and the SLT. We also strengthened human
rights expectations in our updated Code and developed
a Human Rights Standard. In addition, we continued the
integration of human rights in other corporate policies
and standards whilst strengthening our supply chain
supplier assurance on human rights and assessing
grievance mechanisms and remediation processes.
We continued to raise awareness of human rights issues
including providing training for more than 55 leaders across
the Company, as well as other employees and more than
83 suppliers. More than 90 suppliers have undertaken a
human rights self-assessment and we are working with
them to address issues identified, with a focus on high-risk
suppliers. We also invited more than 91 suppliers to
complete labour rights training by Ipieca.
Manage impacts on host communities
We strive to build and maintain meaningful community
relationships based on trust and respect and to accelerate
progress through partnerships. This means maintaining a
proactive and responsive dialogue to build understanding
and collaborating to address actual and potential impacts.
A key element of understanding our local impacts is the
extensive continuous engagement we undertake in our
host communities.
Key activities during 2024 included:
• Engagement with the local fishing communities in Ghana,
the Ghana Navy and Fisheries Enforcement Unit on
the increase in frequency of exclusion zone incursions
recorded at the Jubilee and TEN fields, which potentially
disrupt our operations and create a safety risk. The
situation is currently under review and engagement
with stakeholders is ongoing.
• Engagement with key fishing communities in Ghana
to review the 4D seismic acquisition survey scheduled
for early 2025. These advance consultations provided
information on the seismic operations and we
engaged 30 fishing communities representing nearly
3,000 fish processors, and owners of fishing-related
small businesses.
• Engagements in Kenya including with the Turkana
County Government, the Kenya National Commission
on Human Rights, local NGOs and local communities
around our operations. During the year, the National
Security Advisory Council visited our Kenya site for an
update on the project.
We reviewed our community grievance mechanisms in
Ghana and Kenya against effectiveness criteria outlined
in the UN Guiding Principles. We developed an automated
online tool for ease of collecting grievances including
community feedback, and we continue to raise awareness
on our operational grievance mechanisms.
Together with our JV partners, we continue to support
the Fisherman’s Cooperative Credit Union (FACCU) project,
which aims to boost the fishing and associated sectors
and mitigate the impact of our offshore operations on
fishing livelihoods. The FACCU, which started in 2019
as the Fisherman’s Anchor Project, provides continuous,
affordable and easily accessible financial services to
fishing communities in Western Ghana, where fishing is the
primary source of income, providing jobs for more than
80% of the coastal communities. Beneficiaries include fish
processors and canoe owners, and 86% of beneficiaries
are women. At the end of 2024, the FACCU had registered
more than 2,200 members and since 2019 has generated
the significant economic benefits detailed below.
c.$1.2m
disbursed in small loans
($0.55m in 2024)
4,550
credit applicants assessed
>3,680 loan beneficiaries from
45 communities
Tullow Oil plc Annual Report and Accounts 2024 – 31
Strategic report Corporate governance Financial statements Supplementary information
Manage impacts on host communities continued
We also continue to fund a beach and sanitation project
that promotes clean beaches and enhances community
livelihoods through commercial initiatives involving the
collection and processing of naturally occurring
sargassum seaweed and recycling plastic waste.
Contribute to socio-economic development
By contributing to socio-economic development, we support
our host countries and communities to become more
resilient. This aligns with our purpose of building a better
future through responsible oil and gas development and
supports our business success. 2024 is the first full year of
implementation of our five-year ‘Accelerate Progress through
Partnership’ strategy, which is focused on the following three
social outcomes:
• Creating jobs through supporting transferable skills
development and connecting youth to job opportunities.
• Strengthening local economies by supporting enterprise
development and local content.
• Building more resilient communities by increasing
household income and savings.
This strategy transitions our previous focus on education
to supporting transferable skills and connecting people to
jobs. We align with national development and community
priorities on how we will support job creation and increase
employability and we apply the following principles when
selecting projects and partners:
• Deliverability of measurable social impact.
• Sustainable activities with financial and organisational
resilience incorporated from the outset.
• Provision of co-funding potential and the ability to scale.
A major new job creation initiative in 2024 was the
establishment of Tullow Agriventures Programme in
partnership with the Innohub Foundation, to provide technical
and business support alongside seed funding and working
capital to small
- and medium-sized enterprises operating
in Ghana’s agricultural value chain. This is an important
initiative to advance youth employment in rural areas. By the
end of 2024, ten existing businesses had received support
and more than 400 new businesses had been created.
During the year we continued to support the development
of transferrable skills through investment in accessible
education in Ghana and provision of tertiary scholarships.
In addition, our $10 million investment over a five-year
period (2020–2024) has provided more than 12 dormitory
and classroom blocks at 12 schools in nine districts,
providing facilities for more than 4,400 students, making
education in Ghana more accessible. We also piloted an
alumni network programme for Tullow’s tertiary scholarship
beneficiaries that aims to connect people to jobs.
Tullow Agriventures 2-year ambition: 1,500 direct jobs and 4,500 indirect jobs
600
Venture
creation
30
Venture growth
support
Tullow
Agriventures
Programme
Sustainability review continued
Care for people continued
32 – Tullow Oil plc Annual Report and Accounts 2024
Strategic report Corporate governance Financial statements Supplementary information
SUSTAINABILITY IN ACTION
Tullow Agriventures success story:
Setting up a group snail farm
David Kwasi Dugan, a 26-year-old graduate from the
Kwame Nkrumah University of Science & Technology
in Ghana, is one of the first beneficiaries of the Tullow
Agriventures Programme. Despite his educational
background, he faced challenges finding stable
employment. He explored agribusiness opportunities
but lacked the financial resources and land to start a
venture. As a beneficiary of Tullow Agriventures training,
David received technical support and project resources
for a group snail farm with estimated startup costs of
$68,000 per group of 30 snail farmers. Each farmer
operates a snail pen and is expected to generate a profit
of $6,600 each year over two snail cycles. The amount
repayable in part at the end of each cycle incurs no
interest until the set-up cost is fully recovered.
Progressing local content and supplier
capacity development
Local content is how we refer to advancing local
businesses in our host countries. We nurture and engage
with local suppliers to enhance their capabilities so that
they are able to grow and expand their activities in the oil
and gas industry in their home country and beyond.
In 2024, we further expanded our collaboration with the
Petroleum Commission of Ghana (PC), providing our
industry expertise to advance local suppliers through
the Ghana Upstream Petroleum Business Academy and
the PC’s local content programme. During the year, we
delivered three training workshops through the PC/Tullow
Business Academy partnership initiative, which were
attended by more than 850 participants from the local
supplier community, as well as other joint programmes.
As part of our ongoing partnership with Accenture in Ghana,
the Tullow Supplier Mentoring and Training Programme
continues to enhance the capability of service providers
in Ghana’s oil and gas sector and improve the knowledge
of PC staff. The programme consists of online access to
Accenture Supply Chain Academy’s i-cloud-based learning
platform, as well as a tailored one-to-one mentorship
and coaching programme with customised business
support. More than 150 local companies and 22 PC
officers graduated from these programmes in 2024.
To further promote transparent, trust-based relationships
with our suppliers and increase the involvement of
Ghanaian suppliers in our procurement activities and
operations, we hold quarterly Supplier Market Days on
specific topics related to supply challenges in our sector.
We also publish quarterly supplier newsletters to help our
suppliers understand how best to engage with us.
We continue to build our understanding of our supply
chain impacts through our innovative, proprietary local
content reporting tool (LCR Tool), which requests suppliers
to self-report their performance against several metrics
including spend on goods and services, employment,
investment in facilities and social investments. Data from
the LCR Tool enables us to assess the overall reach and
effectiveness of our local content programmes whilst
providing a rich database that local governments can use
to understand the broader benefits our business generates.
In 2024, 52 Tier 1 suppliers with contract values in excess
of $5 million provided information to our LCR Tool, with
their cumulative in-country spend in excess of $145 million.
Tullow Oil plc Annual Report and Accounts 2024 – 33
Strategic report Corporate governance Financial statements Supplementary information
SUSTAINABILITY IN ACTION
Sustainability review continued
Care for people continued
Enhancing supplier capabilities
In 2024, we launched the ‘Tullow Supplier Access
to Finance’ initiative to assist suppliers in Ghana’s oil
and gas sector to access local sources of funding by
bridging the gap between local banks and suppliers.
As part of the initiative we reached an agreement
with 14 financial institutions in Ghana to facilitate
easy access to capital. More than 145 companies
attended the launch of this innovative and
important programme and within seven months
of inception, six successful financial deals were
closed between banks and suppliers, enhancing
supplier capabilities in our industry.
Assessing our macro socio-economic contribution
In 2024 we completed a third macro socio-economic impact assessment of our activities in Ghana. This assessment,
reviewed by Steward Redqueen, an external impact and sustainability consultancy, demonstrates the strong impact
of our local procurement, taxation, employment, livelihoods and skills development during the year. In particular our
activities, combined with the activities of our JV partners activities, contributed over $1.2 billion in value-added
economic activity to the Ghanaian economy and accounted for over 7% of total government revenue.
Our macro socio-economic impact in Ghana (2024)
Net data
1
Gross data
2
$597m/$1.3bn
value added (taxes, salaries and profits) across the
value chain from our direct operations and upstream
spending in Ghana.
$117m/$258m
in household incomes (or salaries) supported across
the value chain from our direct operations and
upstream spending in Ghana.
0.8%/1.7%
of total GDP.
22,000/48,350
estimated formal employment opportunities supported
across the value chain from our direct operations and
upstream spending in Ghana, as well as induced jobs
from respending of salaries throughout the value chain.
$409m/$853m
tax payments supported across the value chain
from our direct taxes and royalties and through
our upstream spending in Ghana.
568/628
formal and informal jobs supported for every individual
directly employed by Tullow in Ghana.
3.3%/7%
of total government revenue
3
.
10,000+
people supported through our investment in skills
development through our educational programmes.
1. Data includes Tullow’s net equity share of joint ventures. Upstream impact was modelled based on Tullow’s procurement data.
2. Data based on Tullow and joint venture partners spend. Upstream impact was modelled based on Tullow’s procurement data as the operator.
3. Total government revenues during 2023 amounted to GH¢134.90 billion (15.8% of GDP), or USD 12.24 billion.
Source: www.bog.gov.gh/wp-content/uploads/2024/05/Bank-of-Ghana-2023-Annual-Report-and-Financial-Statements.pdf page 26.
34 – Tullow Oil plc Annual Report and Accounts 2024
Strategic report Corporate governance Financial statements Supplementary information
Achieve Net Zero
We are committed to mitigating
the effects of global climate change
through implementation of our
Net Zero by 2030 strategy.
Progressing our Net Zero by 2030 strategy
We support the goals of the 2015 Paris Agreement, namely,
to hold the increase in the global average temperature to
well below 2°C and pursue efforts to limit the temperature
increase to 1.5°C above pre-industrial levels.
We have committed to achieving Net Zero by 2030 on our
Scope 1 and 2 GHG emissions on a net equity basis through
a combination of decarbonising our operated assets in
Ghana and investing in high-quality, nature-based solutions
to offset our hard
-to-abate emissions.
To deliver on our commitment, we are prioritising the
elimination of routine flaring at our Jubilee and TEN fields,
which we expect will reduce GHG emissions by at least 40%
by 2025, on a net equity basis, from a 2020 baseline. Further,
we are investing in a high-quality, certified nature-based
carbon offset initiative in Ghana, which we expect to offset
100% of our residual, hard-to-abate GHG emissions.
Further information about the impact of climate change
on our business and how we are managing it is set out
on pages 41 to 49.
Decarbonise our assets
The primary method of decarbonising our assets is the
elimination of routine flaring, an established method of
disposing of gas that is generated through oil production
in quantities that exceed the capacity to process it for
sale or use as an energy source. Currently, routine flaring
makes up approximately 40% of our Scope 1 emissions,
which will be eliminated once we have completed the
necessary modifications at our Jubilee and TEN fields.
This year, as part of our Jubilee and TEN fields shutdown
preparations, we finalised the engineering works to enable
the elimination of routine flaring. Following the completion
of control upgrades of gas injection compressors in
Jubilee in 2024, the shutdown in 2025 will replace the
inlet gas cooler and will be followed by three months
of testing. On TEN, we will be replacing a damaged flare
tip and defective passing valve in a planned shutdown
by mid-2025. After all engineering works are complete
on both FPSOs, we expect routine flaring to be eliminated
by the end of 2025.
In addition, we also seek to decarbonise through efficient
energy consumption and by using alternative energy
sources to power our offices and installations. In 2024,
we approved plans to add solar installations at our
Accra and Takoradi apartment houses, which provide
accommodation as needed for Tullow personnel, visiting
executives and contractors. This will reduce grid energy
consumption by 25% at these locations.
2024 overview
• Advanced final process improvements on
Jubilee and TEN to eliminate routine flaring
by the end of 2025.
• 15% reduction in production
emissions intensity.
• 8% reduction in net equity emissions.
• 20% reduction in operated
methane emissions.
• Invested in our first nature-based carbon
offset programme.
• Environmental and social due diligence
completed in Ghana to support our
nature-based carbon offset programme.
SDG alignment
Tullow Oil plc Annual Report and Accounts 2024 – 35
Strategic report Corporate governance Financial statements Supplementary information
Greenhouse gas emissions
Our Scope 1 emissions are predominantly caused by flaring and fuel to power the FPSOs. In 2024, our Scope 1 operated
emissions decreased by 11%, reflecting a decrease of 23% in flaring compared to 2023, whilst our net equity emissions
decreased by 8%.
We have restated the unit of measurement for our historical methane and nitrous oxide emissions to tonnes (t) (see table
below), having identified that there was an error in the unit of reporting from 2021, where we disclosed the unit as tCO
2
e.
We have also disclosed our actual tCO
2
e for these gases for the first time this year as part of our evolving disclosures to
provide greater transparency over the source of our emissions. Details of our GHG emissions can be found in our
Sustainability Performance Data at www.tullowoil.com/sustainability.
Total GHG emissions: thousand tCO
2
e
1
Operated 2024 2023 2022 2021 2020 2019 2018
Scope 1 2,096 2,342 2,258 2,234 2,040 1,072 1,046
Scope 2 1.03 0.87 0.81 0.53 1.28 1.69 3.00
Scope 3 8,419 9,356 6,680 892 324 15 14
Total 10,516 11,699 8,939 3,127 2,365 1,089 1,063
Net equity 2024 2023 2022 2021 2020 2019 2018
Scope 1 989 1,075 1,206 1,118 1,158 – –
Scope 2 1.03 0.74 1.63 0.53 1.28 – –
Scope 3 8,419 9,356 6,680 892 324 – –
Total 9,409 10,432 7,888 2,011 1,483 – –
1. GHG data are from controlled operations and the calculation methodology can be found in the Basis of Reporting and GHG Methodology documents
available at www.tullowoil.com/sustainability. The increase in Scope 3 emissions in 2022 and 2023 was due to an expanded basis of reporting to include
all material emissions associated with our value chain including purchased goods and services, capital goods and the use of sold products. Full details
of our Scope 1, 2 and 3 GHG emissions can be found in our Sustainability Performance Data at www.tullowoil.com/sustainability.
Restated operated methane
and nitrous oxide emissions 2024 2023 2022 2021 2020 2019 2018
Methane (tonnes) 7,803 9,657 9,237 8,853 7,890 2,584 2,802
Methane (tCO
2
e) 218,493 270,406 258,642 247,871 220,920 54,264 58,834
Nitrous oxide (tonnes) 81 84 84 87 79 129 61
Nitrous oxide (tCO
2
e) 21,431 22,281 22,226 22,952 20,849 40,040 18,767
Energy consumption in gigawatt hours (GWh)
In 2024 total energy consumption in GWh was 2,705 (2023: 2,567). Energy consumed in the UK and offshore area represented
less than 1% of the 2024 total energy consumption, and fuel gas and marine gas oil from Ghana operations represented
98%. Further information can be found in our Sustainability Data book available at www.tullowoil.com/sustainability.
Sustainability review continued
Achieve Net Zero continued
Our pathway to Net Zero
Scope 1 and 2 CO
2
e emissions, net equity basis
2020 emissions baseline
Nature-based carbon
offsets to mitigate
hard-to-abate emissions
Decarbonisation initiatives at
our Jubilee and TEN fields to
eliminate routine flaring
Additional operational carbon
reduction initiatives
2020 2030
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Basis of reporting
We report our GHG emissions in line with the World
Resources Institute/World Business Council for
Sustainable Development GHG Protocol Corporate
Standard and Corporate Value Chain (Scope 3) Standard
and IPIECA Estimating petroleum industry value chain
(Scope 3) greenhouse gas emissions. Data is reported
for the 12 months ended December in each year. Further
information about our GHG accounting methodology and
metrics is available at www.tullowoil.com/sustainability.
We disclose emissions on an operational control basis, where
we can set the environmental, health and safety management
system and can directly lead and supervise the work. We also
disclose our emissions on a net equity basis, which underpins
our Net Zero strategy and the emissions that we are
responsible for. Further detail about how we report
emissions is set out in our Basis of Reporting document,
which is available at www.tullowoil.com/sustainability.
Driving energy efficiencies and
emission performance
During the year, in line with our Climate Policy, we have
continued to drive energy efficiency through incremental
improvements across our operations and further invested
in onsite renewable energy generation to replace grid
power to help drive down emissions.
In 2024, our operated CO
2
emissions per thousand tonnes
of hydrocarbon produced,
reduced by 15%.
The carbon intensity of our operated activities in 2024
was 34 kg of CO
2
e per boe compared to 40 kg of CO
2
e
per boe in 2023. This represents a decrease of 15% and
was driven by a reduction in flaring and improved fuel
efficiency in our offshore activities. Our 2024 methane
emissions of 218,493 tonnes CO
2
e represent 10% of
our total Scope 1 and 2 emissions. Flaring is the most
significant source of our methane emissions, which will
greatly decrease when routine flaring ceases.
Invest in nature-based solutions for
carbon offsets
In 2024, we finalised the necessary contractual requirements
with the Ghana Forestry Commission (GFC) to begin full
-scale
implementation of a nature-based programme to offset
a minimum of 600,000, and potentially up to one million,
tonnes of carbon emissions per year. The investment of
around $90 million over ten years covers 14 priority districts
in the Bono and Bono East regions of Ghana. These districts
are some of the most degraded forests and have high rates
of deforestation due to economic activities such as clearance
for cash crops and overgrazing. Plans to mitigate the
threats of deforestation, which will be developed based on
engagement with communities in the regions, will cover the
generation of alternative sources of income from food crop
production and improved land management. For more than
one million people living in the project areas, this project
aims to be transformational by supporting a sustainable
environment, generating work and improving livelihoods.
To date, the GFC, with our support, has conducted initial
engagements with national and local stakeholders in and
around the programme area, and has received preliminary
support. Environmental and social due diligence has been
completed and will inform ongoing activities. Further
community engagement and consultations, including
an Environmental and Social Impact Assessment, to
inform the governance structures and benefit sharing
plan, will take place in the coming year.
Tullow Oil plc Annual Report and Accounts 2024 – 37
Strategic report Corporate governance Financial statements Supplementary information
Respect the environment
We are committed to minimising
our environmental impacts and
protecting biodiversity.
Manage environmental systems
We operate comprehensive systems to assess and manage
environmental risk and reduce negative environmental
impacts. We subscribe to the precautionary principle
established in 1992 in the Rio Declaration on Environment
and Development and promote sustainable development
through our operations. We aim to comply with all
applicable environmental laws and regulations in all
the countries in which we operate.
Our Ghana operations are certified to ISO 14001:2015
Environmental Management Systems Standard, ensuring
that the systems and processes which we apply to our
key operating assets are consistently maintained. In 2024,
we underwent a third-party audit to this standard with a
result of zero non-conformances.
In any given year, our facilities undergo several internal
and external environmental audits. During 2024, these
included audits by the Ghana Environmental Protection
Agency in our offices in Accra and on our Jubilee and
TEN FPSOs. In all cases, no major non-conformances
were identified, though minor corrective actions were
noted to improve overall procedures.
Reduce material use, waste and pollution
We operate a strict materials management system for
sourcing and supply of raw materials, working as far as
possible to a just-in-time protocol, which prevents
accumulation of stocks and potential waste. We
collaborate across our supply chain to match supply
needs to our requirements in ways that minimise
logistics, packaging and volumes supplied.
We aspire to reduce all waste generated by our operations
with a goal of achieving zero waste to landfill at all our sites.
In Ghana, for example, we have an objective to reduce
general waste which is composed of paper, plastics and
other streams of waste which cannot be recycled or
incinerated and is therefore generally sent to landfill.
In 2024, total non-hazardous waste generated was
369 metric tonnes, a 15% reduction compared to 2023.
Similarly, total hazardous waste generated reduced by
17% compared to 2023.
We practice continuous monitoring and tracking of waste
volumes generated and provide monthly dashboards of
waste performance for review by senior leaders and
ongoing attention across our business units. We continue
to implement a rigorous programme of waste segregation,
aiming to reduce waste at source and recycle wherever
possible. In collaboration with waste-management
contractors and other recycling initiatives, we have further
developed recycling and upcycling outlets for segregated
plastic waste, for example, to manufacture pavement
blocks, recycled slippers and reusable totes. All wood and
fibre waste is recycled and we have eliminated single-use
plastics from our offices and offshore operations.
In Ghana, we comply with International Maritime Organization
International Convention for the Prevention of Pollution
from Ships (MARPOL) regulations with waste segregation
undertaken at source, both onshore and offshore.
2024 overview
• Established a new nature ambition:
No Net Loss.
• Published new biodiversity disclosures
in line with the TNFD framework following
Locate, Evaluate, Assess, Prepare (LEAP)
assessment.
• 43% reduction in waste to
landfill in Ghana.
• 78% of total waste recycled, reused
or treated.
• Completed major responsible
decommissioning programme
in Mauritania.
SDG alignment
Sustainability review continued
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Overall, our water impact is modest and water use
remains similar year to year, with minor changes due
to small differences in operations. More than 75% of our
water withdrawal is from seawater, with zero withdrawal
from surface water sources or areas of water stress.
We continue our management of community water
boreholes in our operating regions in Kenya. On average,
almost 20,000 households benefit from our water
distribution, which in 2024 reached over 99,000 cubic
metres of water.
Wastewater from all offshore installations is treated and
discharged to sea in accordance with Ghana EPA and
other legal requirements where applicable. An important
aspect of our environmental management plan is to
ensure that wastewater treatment facilities are in service
so that discharges meet all relevant regulatory discharge
limits for effluents.
Oil pollution is the key risk from our offshore operations
and we maintain robust contingency plans to address
potential oil spill containment and recovery. All our
operational crews are trained in spill management and
use of response equipment in the event of an oil spill.
We maintain a keen focus on minimising pollution through
prudent use of chemicals and minimal use of hazardous
chemicals. We have established a Radiation Protection
Programme that covers the management of radiation
sources and naturally occurring radioactive materials in
our operations, and we regularly train our employees
and audit our performance on this topic.
Annual ambient air quality monitoring is undertaken
to measure concentrations of gaseous pollutants in
the ambient air on board our FPSOs and at our Takoradi
Logistics Base. All gaseous pollutants are within
regulatory limits.
We conduct annual environmental noise surveys to
assess noise conditions within our operations, and to
ascertain if noise levels emanating from operations
have any detrimental impact to the local environment
or have potential to cause nuisance at our noise-sensitive
locations. In 2024, our noise levels continued to be within
the Ghana EPA ambient noise limits requirements.
Enhance biodiversity and ocean health
We aim to protect biodiversity wherever we operate
and strive to minimise negative impacts of our
operations at the planning, exploration, development
and decommissioning phases. As well as minimising
land impacts, we place a strong focus on ocean health.
We regularly conduct an environmental monitoring survey
in Ghana to assess the impact of our offshore operations
on the marine ecosystem. Our last survey in 2023
indicated that the ongoing offshore activities have not
adversely altered the general features of the sediments
and water column since the prior survey in 2019.
SUSTAINABILITY IN ACTION
Protecting ocean life
For over a decade, we have conducted a Marine
Mammal Observation (MMO) exercise by trained
observers to identify and monitor species in our
offshore operational areas covering a range of up
to four kilometres around the Jubilee and TEN fields
as part of our overall protocol to avoid harm to marine
mammals and turtles. We factor in environmental
and weather conditions to ensure comprehensive
data collection. Since 2010, over 1,200 marine animal
sightings have been recorded. Our surveys, which
are a robust repository of information, are enriching
understanding of Ghana’s marine biodiversity and
contributing essential data that could support future
conservation initiatives.
Tullow Oil plc Annual Report and Accounts 2024 – 39
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SUSTAINABILITY IN ACTION
Sustainability review continued
Respect the environment continued
Enhance biodiversity and ocean health continued
In addition to our MMO programme and the marine
surveys we undertake, we also reduce disturbance to
marine and coastal ecology from vessels and helicopters
by specifying travel routes, speeds and flight heights.
In 2024, we completed a nature baseline assessment
of our operated and non-operated assets across Ghana,
Kenya, Gabon and Côte d’Ivoire, including our supply
chain. Using the TNFD framework and the LEAP approach,
we identified our nature-related dependencies and
opportunities, and we now better understand and
can manage our exposure to nature-related risks
and improve our biodiversity impacts.
The LEAP assessment confirmed that the locations of
our Jubilee and TEN fields are not formally classified as
ecologically sensitive areas. Despite this low environmental
receptor risk, we recognise the broader ecological context,
including marine biodiversity, sensitive coastal habitats
and migratory species, and remain committed to proactive
biodiversity protection. For example, although the Jubilee
and TEN fields are situated in deep water, the coastal
region of Ghana includes several important habitats for
biodiversity, including estuaries, lagoons and mangroves,
which serve as nursery areas for many marine species as
well as the turtle nesting beaches. Our approach therefore
also considers the ecological importance of the
coastal areas.
Our environmental management efforts include ongoing
monitoring of water quality, seabed conditions and marine
life, as well as mitigation measures to minimise potential
impacts. The LEAP assessment recommended we continue
and extend data collection and sampling as well as more
standardised and extensive studies to better understand
seasonal and spatial patterns for different species.
We support The Kunming-Montreal Global Biodiversity
Framework. Adopted at the UN Biodiversity Conference
(COP15) in December 2022, this framework sets ambitious
goals to halt and reverse biodiversity loss by 2030 and
ensure biodiversity is thriving by 2050. We have developed
a nature roadmap to mitigate impacts and risks, capture
opportunities and meet stakeholder expectations. In the
initial phase, starting in Ghana, by applying the mitigation
hierarchy we plan to achieve No Net Loss in our operations.
Our No Net Loss ambition aims to ensure that any losses
occurring in our operations are minimised, restored and
balanced by gains onsite or ecological equivalence offsite.
Responsible decommissioning
As we exit assets in our host countries, our objective is to
leave oil field sites with no negative impacts on biodiversity
or the environment in general. We work with in-house and
external specialists to decommission our assets, ensuring
compliance with applicable laws and regulations covering
decommissioning and that all oil field infrastructure is left
hydrocarbon free. We remove and responsibly dispose of
above and below surface infrastructure in accordance with
‘As Low As Reasonably Practicable’ principles.
Decommissioning the Banda field
We are the operating partner in the Banda and Tiof
fields in Mauritania. Following the decision not to
progress the Banda gas development project in 2014,
we commenced work to decommission the fields.
By deploying several innovative engineering processes,
three wellheads were plugged and we cleared the
seabed to prevent any snagging hazards for fishing
nets. The 78-day campaign was safely completed
in October 2024, with an operational expense
of approximately $50 million, well under our budget
of $70 million.
40 – Tullow Oil plc Annual Report and Accounts 2024
Strategic report Corporate governance Financial statements Supplementary information
Task Force on Climate-related Financial Disclosures (TCFD)
TCFD compliance statement
In accordance with Listing Rule 6.6.6(8) our disclosures in relation to the TCFD recommendations are set out in this
section. We confirm that the disclosures are consistent with the TCFD recommendations.
Recommendation Status Page
Governance
a) Describe the Board’s oversight of climate-related risks
and opportunities.
Compliant 42 and 43
b) Describe management’s role in assessing and managing
climate-related risks and opportunities.
Compliant 42 and 43
Strategy
a) Describe the climate-related risks and opportunities identified
over the short, medium and long term.
Compliant 43 to 46
b) Describe the impact of climate-related risks and opportunities
on business, strategy and financial planning.
Compliant 47 and 48
c) Describe the resilience of the strategy, taking into consideration
different climate-related scenarios, including a 2°C or
lower scenario.
Compliant 48
Risk management
a) Describe the processes for identifying and assessing
climate-related risks.
Compliant 49
b) Describe the processes for managing climate-related risks. Compliant 49
c) Describe how processes for identifying, assessing, and managing
climate-related risks are integrated into overall risk management.
Compliant 49
Metrics and targets
a) Disclose the metrics used to assess climate-related
risks and opportunities in line with the strategy and risk
management process.
Compliant 49
b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3
greenhouse gas (GHG) emissions, and related risks.
Compliant 49
c) Describe the targets used to manage climate-related risks
and opportunities and performance against targets.
Compliant 49
We recognise the importance of climate change and we are committed to providing
investors and other stakeholders with information about its potential impact on our business.
Tullow Oil plc Annual Report and Accounts 2024 – 41
Strategic report Corporate governance Financial statements Supplementary information
Governance
Our climate-related governance framework is set out below.
Board oversight of climate-related risks and opportunities
The Board oversees the identification, assessment and response to principal risks annually, including climate change, and
monitors the effectiveness of our risk management process throughout the year. Our CEO, a Board member, is ultimately
responsible for ensuring climate-related and energy transition risks and opportunities are identified, assessed and
effectively managed.
Climate governance framework
Board
• Ensures climate change is incorporated into Group strategy and is identified as a principal risk.
• Receives reports from the Safety and Sustainability, Audit and Remuneration Committees at each Board meeting
(see page 78).
Board Committees
Audit Committee
• Oversees climate-related
financial disclosures.
• Ensures effectiveness of risk
management processes
and controls.
Safety and
Sustainability Committee
• Assesses potential
climate-related risks.
• Oversees the Group’s
Net Zero plan.
Remuneration Committee
• Sets the Group scorecard
including targets to deliver
the Group’s Net Zero plan.
See pages 86 to 90. See pages 91 and 92. See pages 93 to 112.
Senior Leadership Team
• Implements the Group strategy, including the identification, assessment, management and disclosure
of climate-related risks.
• Oversight and monitoring of climate-related risks and opportunities and their incorporation into the Group’s risk
registers delegated to specific SLT members as detailed below.
CFO
• Ensures
implementation
consistent with
the TCFD
recommendations
including
disclosure of
the impact of
climate-related
risks in the financial
statements.
• Oversees resilience
testing (see pages
59 and 60).
Director of
People and
Sustainability
• Oversees delivery
of sustainability
strategy.
• Ensures effective
implementation
of actions to
mitigate climate-
related risks.
• Leads discussions
with investors and
other stakeholders
in relation to
Net Zero strategy
and management
of climate-
related risks.
Director of Strategy,
Commercial
and Business
Development
• Ensures climate-related
risks and opportunities
are embedded in the
Group’s strategy.
• Assess GHG emissions
arising from new
investments and
incorporates shadow
carbon pricing in
economic business
case analysis.
Ghana Managing
Director
• Oversees delivery
of GHG emissions
reduction projects
in Ghana.
• Embeds climate
reporting into monthly
operational reporting.
General Counsel
• Ensures climate-
related risks are
integrated into
principal risks.
• Oversees Group
risk registers to
ensure business
units incorporate
material climate
change risks.
• Ensures effective
controls are
in place to
manage climate-
related risks.
Group Sustainability function, including Climate Change Manager
• Support SLT in assessing and managing climate-related risks.
Task Force on Climate-related Financial Disclosures (TCFD) continued
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Our Board members bring a diversity of skills and experience
to guide the business in climate change matters (see pages
72 to 74). They are responsible for ensuring they remain
sufficiently informed of the climate-related risks that could
impact our business and the broader energy sector and
seek regular external perspectives on climate change and
the energy transition.
The Board receives regular updates on climate-related risks
and opportunities from the Audit Committee and the Safety
and Sustainability Committee. As part of the Board’s 2024
annual strategy review, the Board received an update from
the Oxford Energy Institute on energy market dynamics,
including oil and gas demand and supply outlook and key
energy transition risk factors. The Board considered this
update as part of the annual 2024 strategy review and, on
an ongoing basis, as part of its monitoring of strategic
progress, as outlined on page 78.
The Board has delegated responsibility for overseeing the
delivery of our Net Zero plan to the Safety and Sustainability
Committee. At four of the Safety and Sustainability Committee
meetings in 2024, the Committee considered reports
provided by the Director of People and Sustainability, and
the Ghana Managing Director, about our Net Zero plan and
progress to date. In November 2024, the Audit Committee
also received an update on our approach to managing climate
change, one of our principal risks (see page 56), as part of its
annual assessment of the Group’s risk management process.
The Board has embedded climate-related metrics in our
KPIs and remuneration arrangements (see pages 96 and
101). On an annual basis it reviews our Climate Policy,
which sets out how we identify climate change-related
risks and opportunities and how these are integrated
into the business as we respond to the energy transition.
A copy of our Climate Policy is available at
www.tullowoil.com/sustainability.
Management’s role in assessing and managing
climate-related risks and opportunities
The SLT is responsible for implementing our strategy,
including the identification, assessment, management and
disclosure of climate-related risks. Members of the SLT are
responsible and accountable for overseeing and monitoring
climate-related matters that fall under their remit
(see climate governance framework on the previous page),
and for embedding climate risks, opportunities, and
scenario assumptions into our risk management process.
Each member of the SLT reports to our CEO. The SLT
provide updates on our approach to managing climate
change to the Safety and Sustainability Committee at
least three times a year, including any outcomes of the
Conference of the Parties under the United Nations
Framework Convention on Climate Change.
The Group Sustainability, Environmental and Health and
Safety and Asset Integrity teams support management
in assessing and managing climate-related risks. They
provide monthly updates on the implementation of our
Net Zero strategy as part of regular performance reviews,
along with any relevant updates on further opportunities
to reduce operational emissions and external climate
change related impacts that could affect our business.
Strategy
Climate-related risks and opportunities
identified over the short, medium and long term
Our purpose is to build a better future through responsible
oil and gas development and our corporate strategy,
underpinned by our sustainability approach (see pages 24
and 25), support its fulfilment. Our Net Zero by 2030
strategy is focused on managing and reducing our GHG
emissions, supporting host country governments to meet
their nationally determined contributions and managing
the wider transition risks detailed below. More detail about
our Net Zero strategy is included on pages 35 to 37.
Two members of our extended leadership team attended
the Oxford Energy Seminar at the University of Oxford, a
two-week immersive event for over 50 private and public
sector workers involved in decision making in the energy
sector. Economists, industry experts and government
officials provided updates on the dynamics of the energy
transition, including scenario analysis and differences in
regional approaches to the transition. The outcome of
discussions during the event were fed into our ongoing
strategy cycle.
The UK Government is set to endorse the IFRS Sustainability
Disclosure Standards, including IFRS 2 (Climate-Related
Disclosures), by mid-2025. We will continue to assess
transition plan guidance and the related IFRS 2 climate
disclosures in relation to our purpose and strategy, including
the UK’s Transition Plan Taskforce Oil & Gas Sector Guidance,
now it is part of the IFRS Foundation, and remain committed
to disclosing our climate-related risks and opportunities.
Tullow Oil plc Annual Report and Accounts 2024 – 43
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Strategy continued
Transition risks and opportunities
Our climate-related risks and opportunities are detailed below and the process we implement to identify them is
described on page 49.
Category Description
Timeframe* &
Likelihood** Potential impact Mitigations
Current and
emerging
regulation
• Limitations on our ability
to implement our strategy
as a result of new climate
change regulation,
including international
measures to limit use
of fossil fuels or curtail
GHG emissions.
Timeframe:
Short–Medium
Likelihood:
Possible
• Decreased profitability due
to implementation of carbon
pricing mechanisms.
• Regulatory constraints limiting
hydrocarbon commerce.
• Increased costs from
complying with new
regulations such as carbon
pricing or enforced
stranding of assets.
• Opportunity to decarbonise
business faster with a
stronger business case
supported by carbon
price signal.
• Use shadow carbon price of $25/
tCO
2
e emissions for all new
investment decisions where a
compliance carbon pricing
mechanism is not available.
• Continue to implement our Net Zero
by 2030 strategy.
• Engage with host countries’ relevant
bodies to understand and align with
their long-term strategies.
• Track developments on carbon
and GHG pricing mechanisms and
understand offset opportunities in
host countries.
• Undertake accurate, independently
assured emissions accounting.
• Engage with industry associations
to keep track of developments.
• Ensure compliance with disclosure
regulations and standards.
Financial
• Perception of increased
risks relating to the oil and
gas sector, or our strategy.
Timeframe:
Short–Medium
Likelihood:
Possible
• Increased cost of capital
or insurance.
• Reduced, or more
conditional, access to
capital or insurance.
• Shareholder activism.
• Longer-term opportunity
to diversify capital sources
following successful
decarbonisation strategy.
• Target more diversified sources
of financing.
• Reduce financing costs and need
for capital by reducing total debt.
• Continue to implement our Net Zero
by 2030 strategy.
• Provide financial institutions with
regular progress updates in relation
to our decarbonisation plan.
• Reduce cost base to be competitive
in lower oil price environment.
• Continue to explore measures to
reduce the carbon intensity of our
portfolio to support diversification
of financing.
Technology
• Competitors decarbonise
their businesses and
transition to renewable
energy sources or
reduce emissions
quicker through effective
use of technology.
• Acceleration of transport
electrification, displacement
of fossil fuels in power
generation, enhanced
energy efficiency and
behaviour change may
speed up the decline of
hydrocarbon demand.
Timeframe:
Medium–Long
Likelihood:
Likely
• Accelerated oil demand
peak and a subsequent
reduction in demand
threatens our
business strategy.
• Unable to compete
with peers who
decarbonise quicker.
• Benchmark against peer
group carbon intensity.
• Monitor technology advances
aimed at improving energy
efficiency and lowering GHG
emissions and carbon intensity
of our portfolio.
• Continue to utilise scenario analysis
and monitor global energy outlook
to inform business strategy.
** Likelihood of incident occurring
Remote: <1%
Unlikely: <5%
Possible: 5–25%
Likely: 25–75%
Extreme: +75%
* Timeframe
Short: 0–5 years
Medium: 5–10 years
Long: 10+ years
Task Force on Climate-related Financial Disclosures (TCFD) continued
44 – Tullow Oil plc Annual Report and Accounts 2024
Strategic report Corporate governance Financial statements Supplementary information
Category Description
Timeframe* &
Likelihood** Potential impact Mitigations
Reputation
• Reputational damage due
to the failure to mitigate
the carbon intensity of our
business or implement
a credible emissions
reduction strategy.
Timeframe:
Short–Medium
Likelihood:
Possible
• Negative impact on
share price.
• Shareholder activism.
• Challenges in attracting
and retaining talent.
• Reduced, or more
conditional access
to capital.
• Reduced or more
conditional access to
new licences.
• Loss of revenue.
• Communicate regularly with all
stakeholders and provide financial
impact information.
• Continue to implement our
Net Zero by 2030 strategy.
• Engage with host governments
to ensure understanding and
alignment with our Net Zero
2030 strategy.
• Ensure climate-related risks and
opportunities are factored into
all new investment decisions.
Legal • Litigation, including class
actions from communities
and other stakeholders,
relating to climate-related
matters including
misrepresentation of
carbon neutral
products, failure to meet
Net Zero goals and the
impact of operations on
climate change.
Timeframe:
Short–Long
Likelihood:
Possible
• Increased legal costs.
• Reputational damage.
• Potential restriction of
producing assets and/or
exploration activity.
• Criminal prosecution,
severe fines or penalties.
• Requirement to set
more ambitious
decarbonisation targets.
• Disclose climate risks to investors
and other stakeholders.
• Undertake accurate, independently
assured carbon accounting.
• Communicate our Net Zero 2030
strategy and the role of carbon
offsets to meet our Net Zero target.
• Continue to implement our Net Zero
by 2030 strategy.
• Engage with host governments
and wide network of stakeholders
to ensure understanding and
alignment with our Net Zero
2030 strategy.
• Provide employees with regular
sustainability updates which
continue to emphasise the critical
importance of delivering our
Net Zero by 2030 strategy.
Market • Ongoing oil market
uncertainty, particularly
given the likely structural
shift in oil use in the
decades after 2030.
Timeframe:
Medium–Long
Likelihood:
Likely
• Changes in product supply
and demand.
• The repricing of carbon-
intensive assets and more
rapid asset impairment.
• Potential stranded assets
due to impairment arising
from lower oil price.
• Reduced cash flow from
lower oil price.
• Increased costs due
to pricing effects on
supply chain.
• Stress test our portfolio to ensure
its core assets are resilient at lower
oil price levels.
• Reduce cost base to be competitive
in lower oil price environment.
• Continue to implement our Net Zero
by 2030 strategy.
• Engage with host governments
to ensure understanding and
alignment with our Net Zero
by 2030 strategy.
• Maintain watching brief on market
conditions to assess potential
pricing effects across the business.
Tullow Oil plc Annual Report and Accounts 2024 – 45
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Strategy continued
Physical climate risks
We assess acute physical climate impacts on our existing assets and incorporate meteorological and climate conditions
into operational design and project considerations.
We continue to evolve our understanding of physical climate risks across our operations.
Category Description
Timeframe* &
Likelihood** Potential impact Mitigations
Acute
• Physical risks include
heatwaves, drought,
flash flooding, coastal
flooding and increased
storm frequency.
1
Timeframe:
Short–Long
Likelihood:
Likely
• Rising temperatures and
frequent heatwaves have
the potential to increase
costs and impact worker
health and safety.
• Threat to infrastructure from
more extreme weather
events and flooding lead to
increased insurance costs.
• Conflict in water-stressed
or climate-impacted regions
impacts operations, social
licence to operate, political
stability and potential loss
of production.
• Business continuity risk due
to increased storms at ports
making access to offshore
vessels more challenging.
• Inability to access onshore
equipment, offices and
consumables that support
our offshore operations
impacts production and
results in increased
underwriting costs. We
experienced a flooding
incident in Takoradi in 2022
and a few flooding incidents
in our Accra offices that led
to disruptions to employees
and the business from
inability to access the
offices and warehouses.
• Implement Group Safe and
Sustainable Operations Policy and
supporting operational safety
standards including requirements
to manage physical climate risks.
• Established proven, tested and
effective business continuity
and crisis management plans
and preparedness.
• Insure core assets.
• Review vulnerability of core
operated and non-operated
production assets to acute and
chronic physical risk and take
action, as far as possible, to
manage and mitigate such risks.
• Identify and assess impact of
physical risks on finances,
operations risk and wider business.
• Updated risk management
processes in place to ensure robust
route planning during the main
wet season.
• Provide additional training on land
transport safety and dynamic
risk assessment.
• Undertake periodic asset surveys
covering metocean conditions and
fatigue analysis of offshore assets.
Chronic
• Rising sea levels, changing
metocean conditions
(e.g. increased wave
height), warming ocean
temperatures and
increased ground
surface temperatures.
Timeframe:
Long
Likelihood:
Likely
• Increased sea temperatures
impact water use in
operations and sustained
heat may impact worker
health and safety.
• Conflict in water-stressed
or climate-impacted regions
affects operations, social
licence to operate, political
stability and production.
• Implement Group Safe and
Sustainable Operations Policy
and supporting operational safety
standards including requirements
to manage physical climate risks.
• Review vulnerability of core
operated and non-operated
production assets to acute and
chronic physical risk and take
action, as far as possible, to
manage and mitigate such risks.
• Identify and assess impact
of physical risks on finances,
operations and wider business.
1. Based on research we commissioned Verisk Maplecroft to undertake on the following production assets: Ghana (offshore production, onshore
logistics and office sites), and Kenya (onshore field development area and office site, Lamu Port). As part of the research, considered future climate
scenarios to 2050 based on the Representative Concentration Pathways developed by the Intergovernmental Panel on Climate Change (IPCC).
Task Force on Climate-related Financial Disclosures (TCFD) continued
46 – Tullow Oil plc Annual Report and Accounts 2024
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Impact of climate-related risks on our business, strategy and financial planning
We assess the impact of climate-related risks and opportunities on our business by analysing a range of metrics
including the impact on profitability, access to new markets and cost and access to capital.
We also analyse the impact of oil prices as oil price fluctuation has the most impact on our business. This approach
aligns with the metrics we use to measure our performance and the information we provide to our investors.
Using the International Energy Agency (IEA) energy scenarios below, we assess the impact on operational cash flow
(OCF) generated from our existing production portfolio over one, five and ten years, which is consistent with our
viability assessment (see pages 59 and 60).
IEA scenarios used to test impact on OCF
Scenario Key assumptions
Net Zero by 2050 (NZE)
• Oil demand drops to 58 mb/d by 2035.
• No new oil and gas fields approved for development, with producers focusing on output from
existing assets.
Announced pledges (APS)
• Oil demand falls by 17% in 2035 relative to 2023 levels.
• New oil and gas projects needed with shorter lead times and payback periods.
Stated policies (STEPS)
• Global oil demand peaks in 2030.
• New oil and gas projects needed with shorter lead times and payback periods.
The impact to OCF per annum is calculated as a percentage for each period and reported against three broad bands
of income (see below). We do not consider future developments or exploration opportunities as it is difficult to be
specific about the impact of the scenarios due to the high degree of uncertainty associated with future growth.
OCF impact 1 year 5 years 10 years
NZE 0% -16% -23%
APS 0% 7% 5%
STEPS 0% 14% 15%
We develop our own oil price assumptions for business planning purposes that are informed by a range of external
forecasts and our in-house expertise. The oil price assumptions we apply are generally aligned with the APS scenario
and lower than the STEPS scenario. Given the STEPS scenario is a conservative benchmark for future oil prices, reflecting
global policies as of the end September 2024, we consider our current planning assumptions to be a fair consideration
of oil market conditions over the medium term. Based on the oil price trajectories in the NZE scenario, the IEA predicts
a more challenging oil price environment should the assumptions in this scenario materialise.
To complement our assessment of oil price impacts on OCF, we incorporate the IEA NZE emerging markets shadow
carbon price scenarios into decisions about new investments and our annual business planning cycle.
As calls for compliance-based carbon pricing mechanisms increase, we continue to monitor carbon pricing mechanisms,
including emissions trading schemes, carbon taxes and carbon border adjusted mechanisms to understand the potential
impact on our business. The Government of Ghana introduced an Emissions Levy Act (Act) in the first quarter of 2024
that sought to tax GHG emissions from a range of sectors, including oil and gas. The levy was set at $8 per ton of
emissions per month. The implementation of the levy has been delayed as the Government works to clarify the
processes to implement the Act however, we believe the Act is not applicable to our business due to stabilisation clauses
in our Petroleum Agreements. We engage regularly with the Ghana Revenue Authority and will monitor any updates
to the Act.
We also continue to consider the impacts of an increased cost of capital on our business, by running scenarios on the
weighted average cost of capital. This reflects our ongoing assessment of how we can access diversified forms of capital,
that might be more expensive, to support delivery of our strategy.
We continue to evolve our understanding of the impact of physical climate risks to our assets. We monitor changes in
metocean conditions through periodic asset surveys to understand potential impacts of changing conditions on our
offshore assets. Findings from these surveys inform our asset planning and management.
The climate-related risks and opportunities that could have a potential impact on our business are detailed in the tables
on pages 44 to 46. The potential financial impacts are set out on the next page. Further information is included in note 25
to the financial statements.
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Risk Timeframe Financial impact Methodology
Substantive
transition risks
Market – the NZE scenario
would trigger reductions in
cash flows resulting in a
write-off to net book value
of intangible exploration
and evaluation assets.
Medium
(5 years+)
Additional write-off $103.2
million in Kenya (remaining
book value at $0.0 million).
Write-offs under the NZE scenario
are determined by an assessment
of the impact on net book value
due to the difference between
Tullow’s internal and IEA’s projected
oil price.
Market – the NZE scenario
would trigger reductions in
cash flows resulting in an
additional impairment to
property, plant and equipment.
Medium
(5 years+)
Impairment charge of $146.6
million (all related to Ghana).
Impairment of physical assets
under the NZE scenario is
determined by calculating the
impact of reduced oil price on
revenues generated by operated
production assets in Ghana.
Market – the NZE scenario
could expedite the energy
transition resulting in
decommissioning taking
place earlier than anticipated.
Long
(10 years+)
No impact to cessation of
production assumptions for
the Ghana assets. Gabon
would accelerate by 0–6
years. The risk on the timing of
decommissioning activities is
limited, supported by plans to
fully produce fields in the
foreseeable future.
Decommissioning timelines could
be brought forward under the NZE
scenario as a result of decreased
cash flows from reduced oil price.
Quantification of this impact is via
an assessment of the economic
cut-off point for each asset when
using the lower NZE scenario
projected oil prices.
Substantive
physical risk
Onshore facilities which
support Ghana production
operations may be impacted
by acute physical risks
including an increased risk
of flooding or fire associated
with more intense
weather events.
Acute
climate-related
physical risks
In a worst-case flood/fire
event the business could
experience an increase in
premium or lost production
primarily arising from supply
chain risks (increased length
of time to fabricate spares/
critical equipment).
Insurable loss of $289 million:
items are split between
c.11 onshore warehouse or
storage facilities, hence the
accumulation per site is
much smaller (largest site
c.$68 million).
The value of consumables in our
onshore Ghana supply hubs may
be affected by an increasing
frequency of flood events or other
natural catastrophes e.g. fire.
Storage locations and values
are regularly checked to ensure
appropriate insurance cover
is in place.
The impact to our business would
be realised via an increase in
premium and/or lost production
with a corresponding impact to
OCF, primarily as a result of length
of time to source and replace
critical spares and equipment.
While these risks are considered
to be unlikely, we continually
review our inventory of critical
spares and equipment required
to maintain production.
Resilience of our strategy, taking into consideration different climate-related scenarios, including a 2°C
or lower scenario
Based on our assessment of the likely impact of climate-related risks and opportunities on our business, together with
the actions we are taking to mitigate risk, our strategy is resilient and positions us well to fulfil our purpose.
As highlighted in the tables on pages 44 to 46, our climate change risks are likely to materialise over the medium to
long term. Based on our analysis, transition risks from oil demand and price decline, carbon price exposure and access
to and cost of capital are likely to be the most material. Our strategy takes these factors into account and focuses on
infrastructure-led opportunities with short payback periods that align with host government policies.
Furthermore, to ensure our business remains resilient in a low oil price environment and generates the expected OCF,
we focus on operational excellence and run our business within a strict cost framework, allocating capital in a disciplined
way. Whilst we recognise that the oil price assumptions in the IEA NZE and APS scenarios would have a negative impact
on our OCF, the medium- to long-term assumptions for the STEPS scenario would have a positive impact on our OCF.
We have extended the revolving credit facility with existing lenders until 30 June 2025. This development demonstrates
our ability to access capital from a variety of sources and is an endorsement of our strategy and business plan.
Task Force on Climate-related Financial Disclosures (TCFD) continued
Strategy continued
Physical climate risks continued
Impact of climate-related risks on our business, strategy and financial planning continued
Climate-related financial impacts
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Risk management
Describe the processes for identifying and
assessing climate-related risks
In 2024, we concluded a double materiality assessment to
ensure that we remain focused on key sustainability topics
(including climate) and continue to address stakeholder
issues and potential changes in our business and operating
environment (see page 24). As part of this process,
increasing GHG emissions, and the associated risks, were
highlighted as a key risk and the risks detailed on pages 44
to 46 above were reconfirmed. All climate-related risks
were subsequently considered by the SLT and the Board
as part of our annual strategy review. Climate remains a
principal risk to the business and was considered as part
of the Board’s annual review of principal risks and risk
management effectiveness (see pages 89 and 90).
Further information about the double materiality process
is included in our Sustainability Report, which is available
at www.tullowoil.com/sustainability.
Climate-related risks are reviewed on an ongoing basis
by different teams across the business (e.g. insurance,
corporate finance, asset integrity) when seeking to access
future capital and insurance, and when planning future
asset design.
As part of our process for identifying and assessing
climate-related risks, we consider information provided
by industry bodies and leading international financial
institutions including the IEA, International Panel on
Climate Change and International Petroleum Industry
Environmental Conservation Association and the World
Bank. We also consider the ongoing work of the Financial
Stability Board, Network for Greening the Financial System
and key stakeholders of our host countries to inform our
assessment and understanding of risk in core regions
of operation and for various aspects of our business.
We also attend workshops provided by external advisers.
During the year our Legal function participated in
a workshop on climate-related legal risks, and our
commercial and financial planning team attended
an Oxford Energy Institute seminar.
Describe the processes for managing
climate related risks
Describe how processes for identifying, assessing,
and managing climate-related risks are integrated
into overall risk management
‘Climate change impacts’ is one of our principal risks
(see page 56), the management of which forms part of
our overall enterprise risk management (ERM) process
that is described on pages 50 to 53. This year, we have
incorporated all climate risks identified on pages 44 to 46
into our ERM, with ongoing risk management led by
functional teams.
With the introduction of Power BI dashboard (see page 53),
climate
-specific risks are now linked to functional risks,
such as access to capital and oil demand, to provide a
Group-wide view of the interconnectedness of risks and
the mitigating actions.
Metrics and targets
Metrics used to assess climate-related risks
and opportunities in line with strategy and risk
management process
The metrics we use to assess and monitor our climate-
related risks and opportunities are outlined below.
Category Description
Transition risks Emissions
• Net equity Scope 1 and 2 GHG emissions
• Operated Scope 1 and 2 GHG emissions
• Operated Scope 1 and 2 methane emissions
• Net equity carbon intensity
• Operational carbon intensity
• Operational methane intensity
• Scope 3 emissions
Decarbonisation spend
• Capex on decarbonisation projects
• Carbon offset spend
Carbon pricing
• Proportion of GHG emissions subject
to carbon pricing mechanisms
• Internal carbon price used for new
investments/acquisitions
Physical risks
• Production assets in areas of water stress
• Maximum anticipated single-site insurable
loss to onshore facilities due to physical
risk (flood, fire)
Metrics to track the delivery of elimination of routine flaring
and the Ghana carbon offset project are determined by
the Board annually and are embedded in the sustainability
metric in our corporate scorecard (see pages 96 and 101).
In 2024, the climate-related metric contributed 3% of the
total scorecard. Performance against all scorecard metrics
is tracked throughout the year, and the Board receives
regular progress updates.
Scope 1, Scope 2, and, if appropriate, Scope 3
greenhouse gas (GHG) emissions, and related risks
We currently disclose our operated and net equity Scope 1
and 2 emissions, and eight of the fifteen Scope 3 emissions
categories set out in the Greenhouse Gas Protocol Corporate
Standard (see pages 36 and 37).
Targets used to manage climate-related risks and
opportunities and performance against targets
We are committed to achieving Net Zero by 2030 on our
Scope 1 and 2 net equity emissions, with an interim target
to reduce emissions by 40% by the end of 2025, as part
of our commitment to eliminate routine flaring by this date
(see pages 35 to 37).
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Risk management and principal risks
Effectively managing our risks and opportunities is critical in ensuring we achieve
our strategic objectives and protect shareholder value.
Risk oversight and governance
A risk-focused culture and consistent risk management
framework are embedded across Tullow at all levels and
are driven by the Board. The Board is responsible for
ensuring we maintain an effective risk management and
internal control system and it works closely with the SLT
to ensure this is in place. The Board oversees the
identification, assessment and mitigation of the risks that
could affect our business, including those risks that could
threaten our strategy, operating model, performance,
solvency and liquidity.
The Audit Committee oversees risk management and
internal control processes across the Group to ensure that
they are effective. The Audit Committee is also responsible
for overseeing our internal audit programme and, with the
support of the SLT, undertakes an annual review of internal
control effectiveness, which it reports to the Board.
The latest internal control effectiveness review was
undertaken and reported to the Board in November 2024.
The effectiveness of internal controls was again considered
by the Board in February 2025 as part of the Annual Report
approval process. See pages 89 and 90.
The SLT is collectively responsible and accountable for
the risk management processes that operate across
Tullow, with individual members taking ownership for
risks that fall in their business area.
Risk management framework
Our risk management framework (see below) takes
a ‘top-down, bottom-up’ approach and is embedded
throughout Tullow. This structure ensures ownership
and responsibility for identification, assessment and
management of key risks and opportunities at all levels
of the Company.
Top down / Bottom up
Risk management framework
Board
• Sets risk appetite.
• Oversees identification, assessment of and response to principal risks.
• Monitors effectiveness of risk management process.
Audit Committee
• Oversight of risk management and internal control processes.
• Oversees independent, objective and competent internal audit function.
• Oversight of compliance with legal, ethical and regulatory expectations.
Senior Leadership Team
• Sets tone for an effective risk management culture.
• Identifies and assesses principal risks.
• Determines principal risk mitigation actions and monitors their effectiveness.
• Oversees and supports business leadership’s risk identification processes and challenges their risk assessments.
Business management
• Identifies risks.
• Implements controls to
manage and mitigate risks.
Business leadership
• Sets framework and embeds
effective risk management practices.
• Challenges business
management on risks identified
and their management.
• Monitors compliance with
fundamental standards.
• Undertakes regular reviews.
Internal audit
• Undertakes risk-based internal
audit reviews of governance,
and internal controls across all
levels of the Group.
• Identifies areas of exposure
and monitors implementation
of actions to address.
First line of defence
(ownership and management)
Second line of defence
(risk management oversight)
Third line of defence
(independent assurance)
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Risk appetite
The Board sets Tullow’s risk appetite. In doing so it recognises that risk cannot be fully eliminated and that certain
risks must be accepted if we are to deliver our strategy. On an annual basis the Board reviews our risk appetite to
ensure that it reflects the current external and market conditions. The last review was undertaken in November 2024.
The level of risk we are prepared to tolerate in relation to each of our risk categories and principal risks is detailed
in the table below.
Risk category and strategy Risk appetite
Strategy To deliver our strategy and value to
stakeholders we endeavour to be nimble,
opportunistic and adaptable to changing
market conditions.
Principal risks:
1
3
Accept investing in developing economies
without established oil and gas industry; but
Refrain from investing in high-risk areas as
determined by the Board.
Accept current asset concentration and balance
between short- and long-term investments; but
Refrain from excessive further concentration
in significant E&A or development assets.
Financial We adopt a prudent approach to financial
planning including diversifying our funding
sources and their maturities, applying
disciplined capital allocation, hedging our
oil revenues and maintaining debt levels at
a manageable level.
Principal risks:
4
7
Accept temporary erosion of financial strength
due to adverse market conditions provided a
recovery plan in place.
Prevent significant impact of oil price volatility
on revenue.
Prevent significant unexpected costs, write-offs
or loss of significant revenue sources.
Organisation To ensure optimal business performance we
promote a flexible, performance-driven and
risk-conscious culture aimed at delivering
our business objectives. We also maintain a
sustainable and diverse workforce with strong
leadership and robust succession planning.
Principal risks:
8
Prevent misalignment of strategy with culture
and leadership.
Health and safety and
security
At all times we must operate in a manner
to reduce risk to as low a level as is
reasonably practicable.
Principal risks:
2
4
Prevent major environmental, health and safety
issues and security incidents.
Stakeholders We must nurture relationships with host
governments and all stakeholders based
on integrity, mutual trust and transparency,
and conduct our business dealings with a
goal of sharing prosperity.
Principal risks:
4
5
Accept changes in shareholder base but
Prevent deterioration in relationships as a result
of miscommunication, error or market abuse.
Prevent escalation of stakeholder disputes, but
Accept the need to protect the Company’s rights
and interests in relation to fundamental issues
e.g. sanctity of contracts, stabilisation clauses
and issues jeopardising commerciality of assets.
Cyber We plan, design and operate information
security systems to eliminate risk where
practical and otherwise to as low a level
as reasonably possible.
Principal risks:
10
Prevent serious impacts from probable
cyber attacks.
Conduct We promote an ethical culture. It is the right
thing to do and is essential if we are to
maintain our reputation as a trusted partner.
Principal risks:
9
Prevent serious breaches of code of conduct,
major laws or regulations.
Our principal risks are listed on the next page and further details are included on pages 54 to 58.
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Risk identification and assessment
Management within each business unit is responsible for
identifying the key risks in their area and for establishing
appropriate and effective management processes to
control and mitigate the impact of such risks. All identified
business unit key risks are consolidated into the business
unit risk registers, which business unit management review
and assess on at least a quarterly basis taking into account
likelihood of occurrence and potential impact in relation to
the Company’s risk categories (see above).
The leaders of each business unit review and re-assess the
business unit risk registers covering their functional areas
to evaluate the strength of existing controls and determine
whether mitigation actions need to be revised to ensure
that risk levels continue to align with the Company’s risk
appetite as set by the Board.
Using the business unit risk registers, the SLT identify the
principal risks, which can be either a single risk or a set
of aggregated risks which, taken together, could have
a significant impact on our strategy, performance or
solvency. Members of the SLT are assigned ownership
of and are accountable for stewardship of each of the
principal risks. The SLT reviews and discusses the principal
risks bi-annually to determine whether mitigations are
being effectively executed within the agreed timeframe
and whether changes should be made to the principal
risks, including whether any risks should be elevated into
the principal risk category.
The principal risks, together with the controls and actions
to mitigate their impact, are discussed by the Board
bi-annually to provide ‘top-down’ challenge and support.
The result of this review is communicated back to the SLT
and the business unit leaders to facilitate risk awareness
and effective decision making throughout the organisation.
Our principal risks
Our current principal risks are set out on pages 54 to 58.
We continue to closely monitor the Company’s risk profile.
No new risks or material changes to existing risks have
arisen during 2024.
Our assessment of the likelihood of our principal risks
occurring and the potential impact, before taking into
account the risk management processes and mitigation
actions we implement, is summarised below.
Principal risks:
1
Business plan not delivered
2
Asset integrity breach
3
Value not unlocked
4
Geopolitical risk
5
Climate change impacts
6
Major accident event
7
Insufficient liquidity and funding capacity
to sustain business
8
Capability cannot be attracted, developed
or retained
9
Compliance or regulatory breach
10
Major cyber disruption
Remote Likelihood Likely
Low Impact Catastrophe
Principal risks
6
4
10
1
2
8
5
7
9
3
Risk management and principal risks continued
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Emerging risks
Emerging risks are discussed by the Board and the
SLT periodically throughout the year and are formally
considered by the Board every six months as part of
the bi-annual principal risks review process.
The Board defines an emerging risk as one not fully
reflected in the identified principal risks, which has
potentially significant short- or medium-term effects.
The process we adopt to identify emerging risk
includes considering major enterprise risks and global
risk perspectives.
Evolution of risk management processes
during the year
Development of our risk management framework
is an ongoing process and during the year we have
continued to strengthen our processes and controls.
In particular, given our stakeholders’ increasing focus
on our Environmental, Social and Governance (ESG)
approach, we have enhanced our governance
processes to integrate ESG considerations into our
decision making and enterprise risk management.
EMBEDDING RISK MANAGEMENT
Embedding integrated risk
management across the Group
During the year we completed the implementation of
a new enterprise risk management (ERM) system. This
has enhanced our ability to manage risk across all parts
of the Group and improved top-down/bottom-up risk
visibility. Key to the ERM system’s effective operation is
our Power BI dashboard, which enables real-time risk
monitoring and analysis. As all our employees have
access to the dashboard, it is also helping embed risk
control and management into our everyday processes.
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Our principal risks
Risk, category, link to strategy and owner
Residual risk
profile change
during the year Mitigation
1
Business plan not delivered
Causes and threats:
• Decline, or problems with the performance, of wells or facilities
could result in not meeting planned production levels.
• Failure to grow the business via targeted investment in existing
fields and/or investment in new fields.
• Inability to get partner approval for Tullow activity proposals
(operated portfolio).
• Production equipment failure.
• Unsuccessful appraisal and exploration activity.
• Inability to influence operator schedule (non-operated portfolio).
• Obligation to operate and decommission end-of-life assets.
Consequences:
• Reduction in production, revenue and cash flow.
• Longer-term production targets not met.
• Impairment of asset values.
• Damage to stakeholder reputation.
• Implement cross-discipline integrated
performance management and
planning and maintenance and
integrity management covering
all equipment classes.
• Manage and oversee JV Partners to
ensure plans are implemented effectively.
• Engage in bilateral discussions with
operators and regulators to manage
continuing costs and production.
• Manage operations and
oversee contractors.
• Jubilee ongoing development.
• Continue to invest in non-operated
portfolio and M&A to add
production assets.
• Monitor TRACS annual reserves audit.
• Manage decommissioning liabilities
on an ongoing basis.
• Control end-of-life asset budgets
and focus on safety and
immediate production.
Category: Strategy
Owner:
Jean-Medard Madama, Ghana Managing Director
Madhan Srinivasan, Director of Non-Operated, Exploration
and Kenya
2
Asset integrity breach
Causes and threats:
• Aged infrastructure and under investment in upkeep may
result in equipment failure.
• Failure to adhere to procedural requirements resulting in
equipment operation outside safety limits.
• Leakage from wells planned to be decommissioned
(non-operated portfolio).
• Lack of critical equipment or spares.
• Lack of operator integrity in non-operated portfolio.
• Project-based execution or delivery failure.
Consequences:
• Reduction in production, revenue and cash flow.
• Extensive damage to facilities.
• Damaged relations with JV Partners and host governments.
• Damaged reputation as a credible asset operator.
• Implement asset and well integrity
maintenance programmes.
• Oversee contractor activities.
• Undertake root cause failure analysis
for every incident and capture near-
miss lessons learned.
• Implement well-developed emergency
response plan, incident management
framework and associated
training programmes.
• Audit non-operated joint venture
partner operators.
• Seek expert external advice
when appropriate.
• Workstreams to improve
maintenance performance.
Category: Health and safety and security
Owner:
Jean-Medard Madama, Ghana Managing Director
Madhan Srinivasan, Director of Non-Operated, Exploration
and Kenya
Strategy key
Operational
excellence
Capital
efficiency
Business
growth
Residual risk profile change
No
change
Increasing
risk
Decreasing
risk
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Risk, category, link to strategy and owner
Residual risk
profile change
during the year Mitigation
3
Value not unlocked
Causes and threats:
• Non-delivery of Ghana gas price and payment guarantees.
• Not progressing Kenya project.
• Inability to deliver acquisitions.
• Failure to deliver exploration farm-downs to reduce
capex exposure.
Consequences:
• Loss of gas revenue precipitates early cessation of production
and decommissioning costs.
• Loss of potential significant upside from Kenya.
• Failure to mitigate Ghana concentration risk and resulting share
price impact.
• Exposure to $50–$100 million exploration costs in Côte d’Ivoire
and Argentina.
• Review and approval of final Gas
Sale Agreement.
• Ongoing review and approval of Kenya
project and structure by SLT and Board.
• Adhere to disciplined capital allocation
process (following agreement of
commercial terms).
• Embed critical actions in corporate
scorecard (see page 101).
• Ongoing business development
activities to extend Ghana reserves.
• Undertake monthly performance
reviews and operate assurance
processes (following agreement
of commercial terms).
• Joint working teams support
Non-Operated and Exploration
activities to optimise production
opportunities and address
capex exposure.
Category: Strategy
Owner:
Stuart Cooper, Director of Strategy, Commercial and
Business Development
Madhan Srinivasan, Director of Non-Operated, Exploration
and Kenya
4
Geopolitical risk
Causes and threats:
• Political changes in the West Africa region, elections
and outcomes.
• Changing fiscal or regulatory requirements during political
transition periods e.g. demands for decommissioning funds.
• Failure to manage relationships with key host government
stakeholders or regulators.
• Supply chain disruption.
• Ownership of adjacent licence blocks.
• Social instability during election periods.
Consequences:
• Host governments and local partners delay decision making.
• Efficient operations obstructed and security arrangements
adversely affected.
• Delayed implementation of growth plans.
• Increased costs and financial loss including demand for
unitisation payments from adjacent block owners.
• Ghana Revenue Authority tax demands.
• Required to contribute to decommissioning funds as a result
of new fiscal requirements.
• Operate extensive relationship
management plan covering
governments, including Ghana
Advisory Board.
• Align business plans with
national priorities.
• Communicate positive impact of activities
on host nations and communities.
• Include robust stabilisation clauses in
Petroleum Agreements and Production
Sharing Contracts to protect against
unreasonable demands.
• Closely monitor political and economic
developments in Ghana.
• Strict compliance with regulations.
Category: Stakeholder and Financial
Owner:
Jean-Medard Madama, Ghana Managing Director
Madhan Srinivasan, Director of Non-Operated, Exploration
and Kenya
Tullow Oil plc Annual Report and Accounts 2024 – 55
Strategic report Corporate governance Financial statements Supplementary information
Our principal risks continued
Risk, category, link to strategy and owner
Residual risk
profile change
during the year Mitigation
5
Climate change impacts
Causes and threats:
• Regulatory constraints, carbon pricing mechanisms, low oil
price or conditional access to capital impacting operations
or operating cash flow.
• Failure to align with broader energy transition goals that
challenge business strategy.
• Inability to eliminate routine flaring by the end of 2025.
• Inability to deliver nature-based carbon offsets.
• Oil price changes.
• Failure to understand physical risks and their impact.
Consequences:
• Inability to implement our strategy, loss of licence to operate
and reputational damage.
• Reduced access to capital.
• Assets become stranded or uneconomic.
• Ability to attract and retain talent impeded by perceived lack
of commitment to sustainability.
• Operations impacted by lack of equipment or supplies due
to physical risks e.g. flooding.
• Stress test portfolio to ensure core
assets are resilient in different oil and
carbon price environments.
• Implement our Net Zero by 2030
strategy (see pages 35 to 37).
• Review Climate Policy annually
at Board level.
• Continue to engage with host countries
to understand and align with their
long-term energy transition strategies,
including Paris Agreement nationally
determined contributions.
• Engage with stakeholders to
understand their expectations and
concerns and take account of them
in decision making.
Category: Stakeholder
Owner:
Julia Ross, Director of People and Sustainability
6
Major accident event
Causes and threats:
• Asset integrity failures and/or extensive damage to facilities.
• Failure, ours or our contractors, to meet safety standards
or adhere to procedural requirements.
• Major incident due to operation of equipment outside safe
operating limits.
• Equipment or piping failure due to ageing infrastructure.
Consequences:
• Loss of life, environmental damage and potential loss
of production.
• Loss of revenue and increased costs.
• Reputational damage.
• Loss of licence to operate.
• Implement asset and well integrity and
maintenance programmes, including
regular self-verification and external
certification, audit and assurance of
integrity plans.
• Undertake root cause failure analysis
for every production loss and EHS
incident and capture lessons learned
to prevent recurrence.
• Implement well-developed emergency
response plan and incident
management framework and
supporting training.
• Complete robust EHS reviews at all
stages of contract management process.
• Actively engage with contractors on
safety throughout life of contract
including hosting EHS forums that
enable direct participation.
Category: EHS
Owner:
Jean-Medard Madama, Ghana Managing Director
56 – Tullow Oil plc Annual Report and Accounts 2024
Strategic report Corporate governance Financial statements Supplementary information
Risk, category, link to strategy and owner
Residual risk
profile change
during the year Mitigation
7
Insufficient liquidity and funding capacity to sustain business
Causes and threats:
• Oil price volatility.
• Failure to deliver targeted farm-downs of exploration assets
and Kenya.
• Failure to deliver our business plan and inappropriate
capital allocation.
• Global cost inflation.
• Unexpected operational incidents.
• Unable to refinance our debt.
• Failure to complete non-core asset disposals.
Consequences:
• Erosion of balance sheet and revenues.
• Material negative impact on cash flow.
• Restrictions on ability to reduce debt and strengthen
balance sheet.
• Inability to meet financial obligations when they fall due.
• Developed strategy, capital structure
and business plan to deliver strong
cash flow, deleveraging and liquidity
headroom even in a low oil
price environment.
• Adopt a disciplined approach to
capital allocation focused on cost
control and high-return and short
payback investments.
• Operate a material commodity
hedging programme that protects
against the impact of a sustained
low oil price environment.
Category: Financial
Owner:
Richard Miller, CFO
8
Capability cannot be attracted, developed or retained
Causes and threats:
• Critical staff leave the organisation.
• Lean structure dependent on a small number of key roles.
• Unable to adapt quickly to changing oil and gas skills and
capabilities requirements and to identify sources of talent.
• Inadequate workforce planning.
• Employee value proposition does not meet
employee expectations.
Consequences:
• Difficulty in delivering our business plan.
• Loss of staff increases pressure on remaining colleagues.
• Periodically review employee
value proposition.
• Actively engage with employees
through a variety of channels
(see page 21).
• Regularly review capabilities across
the extended leadership team, to
ensure the right skill set is in place to
deliver our strategy and to identify
development opportunities.
• Offer competitive market-aligned
compensation and benefits.
• Operate an agile organisation model able
to adapt to changing business needs.
• Implement succession planning,
talent management and strategic
workforce planning.
Category: Organisation
Owner:
Julia Ross, Director of People and Sustainability
Tullow Oil plc Annual Report and Accounts 2024 – 57
Strategic report Corporate governance Financial statements Supplementary information
Risk, category, link to strategy and owner
Residual risk
profile change
during the year Mitigation
9
Compliance or regulatory breach
Causes and threats:
• Non-compliance with bribery and corruption legislation,
contractual obligations or other applicable business
conduct requirements.
• Increased government interest in contracting activity.
• Inadequate third-party due diligence.
• Breach of sanctions.
• Failure to keep pace with regulatory change.
Consequences:
• Loss of license.
• Payment of penalties, fines and/or prison sentences.
• Reputational damage and loss of stakeholder confidence
and licence to operate.
• SFO monitorship for up to three years.
• Adverse impact on share price.
• Inability to raise funds or breach of financial covenants.
• Operate Ethics & Compliance
programme including robust
anti-bribery and corruption governance
processes, investigation procedures
and an associated Misconduct and
Loss Reporting Standard.
• Operate PermIntel compliance
tracker to monitor all regulatory
and contractual obligations.
• Regularly undertake third-party
due diligence procedures and
assurance processes.
• Undertake anti-tax evasion and
fraud risk assessments and targeted
employee training.
• Embed financial controls and
delegation of authorities.
• Adequate procedures in place
to form a legal defence.
• Operate a speaking-up process and
investigations protocol (see page 27).
Category: Conduct
Owner:
Mike Walsh, General Counsel
10
Major cyber disruption
Causes and threats:
• Major cyber attack, internal or external.
• User actions, intentional or naïve, that compromise cyber security.
• Outsourced resources not able to deliver agreed service levels.
• Major ransomware outbreak.
• Third-party information security breach.
Consequences:
• Limitations on ability to operate.
• Financial loss, loss of stakeholder confidence, loss of production.
• Additional cost by way of ransomware demands, fines or
resolution of service.
• Major incident triggered.
• Embedded a Security Incident
Event Management system across
the organisation including backup
and recovery processes.
• Established an Advanced Security
Operations Centre that provides 24/7
network and device monitoring, alerts
and responses.
• Run a security awareness programme
including regular staff susceptibility
phishing training and testing.
• Provide annual mandatory security
awareness training for all staff.
• Operate an independent technical
assurance programme.
• Installed technical network protection
access controls and network
architecture protocols.
Category: Cyber
Owner:
Mike Walsh, General Counsel
Our principal risks continued
58 – Tullow Oil plc Annual Report and Accounts 2024
Strategic report Corporate governance Financial statements Supplementary information
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. 2025), Corporate Business Plan (five years i.e. 2025–2029), long-term Business Plan (ten years). The Board’s
period of assessment for the purpose of the viability statement is five years.
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 (see pages 54 to 58), 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 is set out below. It should be noted that some
assumptions encompass multiple risks but have not been repeated to avoid unnecessary duplication.
Principal risks Base case assumption Downside scenario
Business plan
not delivered
Production is assumed to be in line with the
Corporate Business Plan.
5% reduction in production in each year.
Geopolitical risk
The Group has assumed certain cash outflows
associated with tax exposures and provisions.
The Group has included $43 million in 2025
in relation to potential outflows. The Group
has not included any outflows associated
with a negative result from the ongoing GRA
arbitrations due to its view on the merits
of these cases.
Climate change
Base case includes expenditure required to
meet 2030 Net Zero commitment (nature-
based solutions project cost to offset hard to
abate emissions).
The Group has considered an oil price sensitivity
in line with the IEA ‘Net Zero by 2050 Scenario’
(see below).
Insufficient
liquidity and
funding capacity
to sustain
the business
Oil price assumptions are aligned with the
internal price deck used for budgeting and
capital allocation for two years, followed by the
Group’s Corporate Business Plan assumption
from 2027 onwards:
2025: $70/bbl 2026: $70/bbl 2027: $75/bbl
2028:$75/bbl 2029: $75/bbl
Operating costs and capital investment are
assumed to be in line with the Corporate
Business Plan.
Receipt of $300 million cash proceeds from
the sale of Tullow Oil Gabon SA assumed in
June 2025.
The Group has analysed two downside oil price
scenarios; the first is based on the Directors’
assessment of a reasonably plausible
downside scenario:
2025: $65/bbl 2026: $65/bbl 2027: $70/bbl
2028: $70/bbl 2029: $70/bbl
The second is in line with the IEA ‘Net Zero
by 2050 Scenario’:
2025: $70/bbl 2026: $66/bbl 2027: $62/bbl
2028: $57/bbl 2029:$52/bbl
Operating costs are assumed to be 5% higher
than those included in the Corporate
Business Plan.
Receipt of $300 million cash proceeds from
the sale of Tullow Oil Gabon SA assumed in
September 2025.
Detailed information on risk mitigation, assurance and progress in 2024 is included on pages 50 to 58.
For ‘Asset integrity breach’, ‘Value not unlocked’, ‘Major accident event’, ‘Capability cannot be attracted, developed or retained’,
‘Compliance or regulatory breach’ and ‘Major cyber disruption’, 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.
Tullow Oil plc Annual Report and Accounts 2024 – 59
Strategic report Corporate governance Financial statements Supplementary information
Assessment of the Group’s principal risks continued
The Group has c.$1.8 billion debt outstanding, maturing in 2026 and 2028, following repayment of the 2025 senior notes
at maturity in March 2025. The Corporate Business Plan does not project sufficient free cash flow generation to allow the
Group to fully repay these debts when they fall due, and therefore it will need to access capital markets within the viability
assessment period.
In the Base Case, the amount of funding assumed to be delivered through the holistic refinancing is sufficient to maintain
adequate liquidity headroom throughout the viability assessment period.
In the downside case and the IEA ‘Net Zero by 2050 scenario’ there is sufficient liquidity headroom for the next four years
on the basis of securing the same amount of funding as assumed in the Base Case. 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 that they 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.
Material uncertainties
The Directors have concluded that 1) implementing a holistic refinancing by the end of June 2025 or by May 2026 at the
latest and 2) obtaining sufficient liquidity to cover the expiration of the RCF at the end of June 2025, if a holistic refinancing
is not implemented by that date, by extending the maturity of the facility or by completing the sale of Tullow Oil Gabon
SA and receipt of proceeds from the transaction or with alternative bridge financing, are outside the control of the Group.
These are therefore material uncertainties.
Conclusion
The Directors consider that the material uncertainties referred to in respect of the going concern assessment may cast
significant doubt over the future viability of the Group and the Company. Refer to Liquidity risk management and going
concern on page 65 to 66.
Notwithstanding these material uncertainties, the Board has confidence in the Group’s ability to implement a holistic
refinancing or extend the RCF or either complete the sale of Tullow Oil Gabon SA including receipt of proceeds or seek
an alternative source of financing before the end of June 2025. This is based on the plans in place on the holistic refinancing,
the ongoing support of existing lenders under the RCF, the binding heads of terms agreement signed with Gabon Oil
Company for the sale of Tullow Oil Gabon SA and the unsolicited offers of liquidity received from other sources of finance
and credit providers. This is in the context of the underlying value and cash generation of the Group’s producing fields to
support future debt service and repayment.
Viability statement continued
60 – Tullow Oil plc Annual Report and Accounts 2024
Strategic report Corporate governance Financial statements Supplementary information
Financial review
Income statement
Income statement (key metrics) 2024 2023
Revenue ($m)
Sales volume (boepd) 52,421 55,754
Realised oil price ($/bbl) 76.4 77.5
Total revenue 1,535 1,634
Operating income/(costs) ($m)
Underlying cash operating costs
1
(272) (293)
Depreciation, Depletion and
Amortisation (DDA) of oil and gas
and leased assets (438) (431)
DDA before impairment charges ($/bbl) 19.6 18.8
Overlift and oil stock movements (43) (109)
Administrative expenses (53) (56)
Asset revaluation 39 –
Exploration costs written off (213) (27)
Impairment reversal/(Impairment) of
property, plant and equipment, net 12 (408)
Gain on bond buyback – 86
Net financing costs (274) (286)
Profit from continuing activities
before tax 322 96
Income tax expense (267) (206)
Profit/(loss) for the year 55 (110)
Adjusted EBITDAX
1
1,152 1,151
Basic earnings/(loss) per share (cents) 3.7 (7.6)
1. Alternative performance measures are reconciled on pages 191 and 192.
Revenue
Sales oil volumes
During the year, there were 52,421 boepd (2023: 55,754
boepd) of liftings. The decrease was primarily driven by a
reduction of two liftings in Gabon offset by an additional
650 kbbls lifted in Ghana, with 13 cargos lifted in Jubilee
(2023: 13) and 4.5 in TEN (2023: 4).
Realised oil price ($/bbl)
The Group’s realised oil price after hedging for the period
was $76.4/bbl (2023: $77.5/bbl) and before hedging
$80.2/bbl (2023: $84.3/bbl). Lower oil prices and lower
hedged volumes subject to price caps compared to 2023
have resulted in a lower hedge loss which decreased total
revenue by $74 million (2023: $139 million).
Gas sales
Included in Total Revenue of $1,535 million are gas sales of
$54 million of which $48 million relates to Ghana. During
the year, Tullow exported 33,660 mmscf (gross) of gas at
an average price of $2.97/mmbtu in Ghana.
“ We remain focused on
simplifying our capital
structure, reducing
costs and maintaining
financial discipline.”
Richard Miller
Chief Financial Officer
Tullow Oil plc Annual Report and Accounts 2024 – 61
Strategic report Corporate governance Financial statements Supplementary information
Cost of sales
Underlying cash operating costs
Underlying cash operating costs amounted to $272 million;
$12.2/boe (2023: $293 million; $12.8/boe). Routine operating
costs remain largely consistent with prior year. The decrease
is primarily driven by non-recurring expenditure incurred in
prior year, which included costs related to TEN shutdown
and Jubilee riser remediation.
Depreciation, depletion and amortisation
DDA charges before impairment on production and
development assets amounted to $438 million; $19.6/boe
(2023: $431 million; $18.8/boe). The increase in DDA per
boe was primarily driven by the reduction in Jubilee field
2P reserves during the current year offset by the impact
of TEN field impairment recorded in 2023.
Overlift and oil stock movements
The Group recognised an overlift expense of $43 million
(2023: overlift expense $109 million). The decrease in
overlift expense is primarily due to lower liftings in Gabon
in the current year, resulting from reduced oil production
volumes compared to the prior year.
Administrative expenses
Administrative expenses of $53 million (2023: $56 million)
have decreased in the current year despite the inflationary
environment. This is largely due to reduction in one-off
corporate project expenditures in the current year. Further
cost base optimisation is underway for 2025, with expected
c.$10 million saving reducing annual net G&A to c.$40 million.
Asset revaluation
Asset revaluation of $39 million relates to assets disposal
as part of the assets swap with Perenco in Gabon (refer to
note 14 for further information).
Exploration costs written off
During 2024, the Group wrote off exploration costs of
$213 million (2023: $27 million) primarily driven by Kenya
where an extension of the Field Development Plan review
date to June 2025 led to a reassessment of the risks
associated with reaching Final Investment Decision and
resulted in a $145 million impairment (refer to note 8 for
further details). Additionally, the carrying values of assets in
Argentina and Cote d’Ivoire were written off by $39 million
and $16 million, respectively, due to lack of planned
expenditure on licences prior to expiry. Furthermore,
$10 million was written off in relation to the Sarafina well
at Simba, in Gabon.
Impairment of property, plant and equipment
The Group recognised a net impairment reversal on PP&E
of $12 million in the current year (2023: Net impairment of
$408 million) largely driven by cost savings from operational
efficiencies and scope revision in the operated Mauritania
decommissioning campaign.
Net financing costs
Net financing costs for the period were $274 million
(2023: $286 million). This decrease is mainly attributable to
lower interest on bonds due to a reduction in the outstanding
balance, partially offset by higher interest on obligations
under leases.
A reconciliation of net financing costs is included
in note 5.
Taxation
The overall net tax expense of $267 million (2023: $206 million)
primarily relates to tax charges in respect of the Group’s
production activities in West Africa, reduced by deferred
tax credits associated with future UK decommissioning
expenditure, exploration write-offs and impairments.
Based on a profit before tax for the period of $322 million
(2023: $96 million), the effective tax rate is 83.0%
(2023: 214.3%). After adjusting for non-recurring amounts
related to exploration write-offs, disposals, impairments,
provisions and their associated deferred tax benefit, the
Group’s adjusted tax rate is 60.1% (2023: 70.2%). The
effective tax rate is in line with the prior year, with the
impact of non-deductible expenditure in Ghana and
Gabon and no UK tax benefit arising from net interest
and hedging expense of $206 million (2023: $167 million)
being partially offset by deferred tax credits related to
non-operated assets undergoing decommissioning and
prior year adjustments.
The Group’s future statutory effective tax rate is sensitive
to the geographic mix in which pre-tax profits arise.
There is no UK tax benefit from net interest and hedging
expenses, whereas net interest and hedging profits would
be taxable in the UK. Consequently, the Group’s tax charge
will continue to vary according to the jurisdictions in which
pre-tax profits occur.
Analysis of adjusted
effective tax rate ($m)
Adjusted
profit/(loss)
before tax
Tax
(expense)
/credit
Adjusted
effective
tax rate
Ghana 2024 580.3 (208.6) 35.9%
2023 584.4 (210.1) 35.9%
Gabon 2024 130.6 (38.2) 29.3%
2023 216.0 (101.2) 46.8%
Corporate 2024 (281.6) (5.7) (2.0%)
2023 (379.4) 9.6 2.5%
Other non-operated
& exploration
2024 (7.8) (0.7) (8.7%)
2023 1.5 4.7 (324.2%)
Total 2024 421.5 (253.2) 60.1%
2023 422.5 (296.9) 70.2%
Financial review continued
62 – Tullow Oil plc Annual Report and Accounts 2024
Strategic report Corporate governance Financial statements Supplementary information
Adjusted EBITDAX
Adjusted EBITDAX for the year was $1,152 million
(2023: $1,151 million) with a reduction in operating costs
of $21 million, decrease in administrative expenses of
$5 million, lower royalty taxes of $6 million and a decrease
in overlift expense of $67 million, offset by lower revenue
of $99 million.
Profit/(loss) for the year from continuing
activities and earnings per share
The profit for the year from continuing activities amounted
to $55 million (2023: $110 million loss). The increase in profit
after tax was mainly driven by a reduction in impairments,
recognition of asset revaluation gains and provision
releases in the current year. Basic earnings per share
was 3.7 cents (2023: 7.6 cents loss per share).
Balance sheet and liquidity management
Key metrics 2024 2023
Capital investment ($m)
1
231 380
Derivative financial instruments ($m) (12) (35)
Borrowings ($m) (1,976) (2,085)
Underlying operating cash flow ($m)
1
668 813
Free cash flow ($m)
1
156 170
Net debt ($m)
1
1,452 1,608
Gearing (times)
1
1.3 1.4
1. Alternative performance measures are reconciled on pages 191 and 192.
Capital investment
Capital expenditure amounted to $231 million
(2023: $380 million) with $206 million invested in
production and development activities of which
$134 million invested in Jubilee mainly comprising
of $103 million spend on drilling costs. Investments
in exploration and appraisal activities are $25 million.
The Group’s 2025 capital expenditure is expected to
be c.$250 million and is expected to comprise Ghana
capex of c.$160 million, West African Non-Operated
capex of c.$70 million, Kenya capex of c.$5 million and
exploration spend of c.$15 million.
Decommissioning
Decommissioning expenditure was $49 million in 2024
(2023: $67 million). The Group’s decommissioning budget
in 2025 is c.$30 million of which c.$15 million is cash
provisioning for future decommissioning in Ghana and
Gabon. Subject to programme scheduling, at the end of
2025 it is expected that c.$15 million of decommissioning
liabilities in the UK will remain.
Derivative financial instruments
The Group has a material hedge portfolio in place to
protect against commodity price volatility and to ensure
the availability of cash flow for re-investment in capital
programmes that are driving business delivery.
At 31 December 2024, the Group’s hedge portfolio
provides downside protection for c.60% of forecast
production entitlements in the first half of 2025 with
c.$59/bbl weighted average floors across all structures;
while retaining strategic upside participation across for
the same period, with only c.5% of forecast production
entitlements capped with collars at a weighted average
sold call of c.$92/bbl, and c.40% of forecast production
entitlements secured with three-way collars with
$92–$102/bbl call spreads. Similarly in the second half
of 2025, the Group’s hedge portfolio provides downside
protection for c.55% of forecast production entitlements
with c.$60/bbl weighted average floors across all structures;
for the same period, c.15% of forecast production entitlements
is capped at weighted average sold calls of c.$89/bbl while
c.30% of forecast production entitlements is secured with
three-way collars.
All financial instruments that are initially recognised and
subsequently measured at fair value have been classified
in accordance with the hierarchy described in IFRS 13 Fair
Value Measurement. Fair value is the amount for which the
asset or liability could be exchanged in an arm’s length
transaction at the relevant date. Where available, fair values
are determined using quoted prices in active markets
(Level 1). To the extent that market prices are not available,
fair values are estimated by reference to market-based
transactions or using standard valuation techniques for the
applicable instruments and commodities involved (Level 2).
All of the Group’s derivatives are Level 2 (2023: Level 2).
There were no transfers between fair value levels
during the year.
At 31 December 2024, the Group’s derivative instruments
had a net negative fair value of $12 million (2023: net
negative $35 million).
The following table demonstrates the timing, volumes
and prices of the Group’s commodity hedge portfolio
at year end:
1H25 hedge
portfolio at
31 December 2024 bopd
Bought
put
(floor)
Sold
call
Bought
call
Straight puts 9,500 $58.47 – –
Collars 2,000 $60.00 $91.94 –
Three- way collars
(call spread) 16,500 $59.05 $92.02 $102.02
Total/Weighted
Average 28,000 $58.92 $92.01 $102.02
2H25 hedge
portfolio at
31 December 2024 bopd
Bought
put
(floor)
Sold
call
Bought
call
Straight puts 4,500 $59.94 – –
Collars 7,000 $60.00 $89.05 –
Three- way collars
(call spread) 12,500 $59.20 $83.64 $93.64
Total/Weighted
Average 24,000 $59.57 $85.58 $93.64
Tullow Oil plc Annual Report and Accounts 2024 – 63
Strategic report Corporate governance Financial statements Supplementary information
Borrowings
On 15 May 2024, the Group made the annual prepayment
of $100 million of the Senior Secured Notes due 2026.
The Group’s total drawn debt reduced to $2,007.4 million,
consisting of $492.5 million nominal value Senior Notes
due in March 2025, $1,385.2 million nominal value Senior
Secured Notes due in May 2026 and $129.7 million
outstanding under the Glencore facility.
Management regularly reviews options for optimising the
Group’s capital structure and may seek to refinance, retire
or purchase any of its outstanding debt from time to time
through new debt financings and/or cash purchases or
exchanges in the open market, privately negotiated
transactions or otherwise.
Credit ratings
The Group maintains credit ratings with Standard & Poor’s
(S&P’s) and Moody’s Investors Service (Moody’s).
Since December 2023, S&P has maintained the Group’s
corporate credit rating at B- with negative outlook, and the
rating of the 2026 Notes at B- and the rating of the 2025
Notes at CCC+. Similarly, Moody’s has maintained the
Group’s corporate credit rating at Caa1 with negative
outlook, and the rating of 2026 Notes at Caa1 and the
rating of the 2025 Notes at Caa2.
Underlying operating cash flow and free
cash flow
Underlying operating cash flow for the year was $668 million
(2023: $813 million), reflecting a decrease of $145 million.
This was primarily driven by $148 million decline in cash
revenue due to lower sales volumes, impact of reduced oil
prices and timing of revenue payments. Additionally, cash
taxes increased by $76 million compared to the prior
year. These factors were partially offset by an $25 million
reduction in cash operating costs, royalty taxes and
administrative expenses and $26 million decrease in
lease obligation repayments.
Free cash flow for the year decreased to $156 million
(2023: $170 million). Underlying operating cashflow has
reduced by $145 million, as outlined above. This decrease
was largely offset by lower net cash used in investing
activities, as well as reduced lease payments related to
capital activities and decommissioning costs, which
decreased by $55 million, $32 million, and $22 million,
respectively. These reductions were due to the completion of
the JSE campaign in Ghana and Chinguetti decommissioning
campaign in Mauritania in 2023. Additionally, finance costs
paid were $17 million lower in the current period.
Net debt and gearing
Reconciliation of net debt $m
FY 2023 net debt 1,608.4
Sales revenue (1,534.9)
Operating costs 272.4
Other operating and administrative expenses 169.2
Operating cash flow before working
capital movements (1,093.3)
Movement in working capital (25.5)
Tax paid 360.3
Purchases of intangible exploration and evaluation
assets and property, plant and equipment 232.6
Other investing activities (19.5)
Other financing activities 392.2
Foreign exchange loss on cash (2.9)
FY 2024 net debt 1,452.3
Net debt reduced by $156.1 million during the year to
$1,452.3 million on 31 December 2024 (2023: $1,608.4 million),
due to generation of free cash flow of $156.1 million
(as explained above).
The Gearing ratio has decreased to 1.3 times (2023: 1.4 times)
due to the reduction in net debt compared to prior year.
Ghana tax assessments
On 24 December 2024, the BPRT Tribunal issued its ruling
to the International Chamber of Commerce (ICC) which
delivered its award on 2 January 2025 with regards to the
BPRT arbitration with the Government of Ghana. The
Tribunal determined that BPRT is not applicable to Tullow
Ghana since it falls outside of the tax regime provided for
in the Petroleum Agreements. This will mean that Tullow
Ghana is not liable to pay the US$320 million BPRT
assessment issued by the Ghana Revenue Authority and
Tullow will have no future exposure to BPRT in respect of
its operations under the Petroleum Agreements. Tullow
has two further ongoing disputed tax assessments that
relate to the disallowance of loan interest deductions for
the fiscal years 2010 - 2020 and proceeds received by
Tullow Oil plc under Tullow’s corporate Business Interruption
Insurance policy. Both were referred to international
arbitration in 2023, with first hearings scheduled for 2025,
however we continue to engage with the Government of
Ghana, including the GRA, with the aim of resolving the
assessments on a mutually acceptable basis.
Financial review continued
64 – Tullow Oil plc Annual Report and Accounts 2024
Strategic report Corporate governance Financial statements Supplementary information
Liquidity risk management and going concern
The Directors have extended the going concern assessment
period to 31 May 2026, aligning with the maturity date of the
2026 senior secured bonds (2026 Notes). The Group closely
monitors and manages its liquidity headroom. Cash
forecasts are regularly produced, and sensitivities run for
different scenarios covering key judgements and
assumptions including, but not limited to, changes in
commodity prices, different production rates from the
Group’s producing assets and different outcomes on
ongoing disputes or litigation and the timing of any
associated cash outflows. This assessment covers both the
Group and the Company.
Management has applied the following oil price assumptions
for the going concern assessment based on forward
prices and market forecasts:
Base Case: $70/bbl for 2025; $70/bbl for 2026.
Low Case: $65/bbl for 2025; $65/bbl for 2026.
To consider the principal risks to the cash flow projections, a
sensitivity analysis has been performed which is represented
in the Low Case which management considers to be severe,
but plausible, given the cumulative impact of the sensitivities
applied. The most significant risk would be a sustained
decline in oil prices. The analysis has been stress tested by
including a 10% production decrease and 5% increased
operating costs compared to the Base Case. Management
has also considered additional outflows in respect of all
ongoing litigations/arbitrations within the Low Case, with an
additional $67 million outflow being included for the cases
expected to progress in the going concern period. Based on
the legal opinions received by management, the remaining
arbitration cases are not expected to conclude within the
going concern period or have remote outcomes, therefore
no outflows have been included in that respect in the Low
Case. In the event of negative outcomes after the going
concern period, management would use all available court
processes to appeal such rulings which, based on observable
court timelines, would likely take in excess of a further year.
The Group is reliant on the continued provision of external
financing. The undrawn $250 million revolving credit
facility (RCF) and the $1.3 billion 2026 Notes fall due within
the going concern period and both will require refinancing
to ensure the Group has sufficient liquidity to meet its
financial obligations. The Directors intend to complete a
holistic refinancing of the existing debt capital structure
during 2025. Discussions with banks and commodity
traders to secure the refinancing are underway. A
fundamental assumption in concluding that the Group is a
going concern is a successful execution of a holistic
refinancing. The successful execution of a holistic
refinancing is subject to favourable macroeconomic and
market conditions including but not limited to oil price,
credit ratings and accessibility of High Yield Bond markets
and is therefore outside the control of management.
In addition, a binding heads of terms agreement for the
sale of Tullow Oil Gabon SA which holds 100% of Tullow’s
working interest in Gabon for cash consideration of $300
million net of tax has been entered into with Gabon Oil
Company. Signing of a sale and purchase agreement is
targeted for the second quarter of 2025. Completion of
the transaction, which will be subject to relevant
governmental and regulatory approvals, and receipt of the
associated cash proceeds are assumed in June 2025 in the
Base Case, with a three month delay assumed in the Low
Case. Completion of this transaction will materially reduce
the Group’s net debt and is therefore expected to reduce
the risk associated with the holistic debt refinancing.
However, completion and timing of completion of this
transaction are outside the control of management.
Implications and material uncertainties
The Base Case and the Low Case scenarios forecast a
liquidity shortfall in May 2026 when the $1.3 billion 2026
Notes become due for payment, unless the Directors
execute a holistic refinancing of the Group’s debt capital
structure in advance of that date. In addition, the Low Case
scenario forecasts a liquidity shortfall at the end of June
2025, following expiry of the RCF and due to the assumed
delay to the receipt of proceeds from the sale of Tullow Oil
Gabon SA.
The Directors have initiated a process to execute a holistic
refinancing based on proposals received from banks. The
Directors believe this is achievable before the end of June
2025, noting the risks associated with wider market
conditions. If this were not achieved by the end of June
2025 the Directors would continue to pursue such a
refinancing in the second half of 2025 to alleviate the
projected liquidity shortfall in May 2026 and believe this is
achievable, again subject to market conditions.
In addition, if a holistic refinancing was not executed by
the end of June 2025 and receipt of proceeds from the
sale of Tullow Oil Gabon SA was delayed (as assumed in
the Low Case scenario), the Directors plan to enter into
discussions with the lenders under the RCF to extend the
maturity of the facility to align with the timing of completion
of the holistic refinancing or the receipt of proceeds from
the sale of Tullow Oil Gabon SA. Should this not be possible,
the Directors will pursue alternative bridge financing from
commodity traders or secure an alternative source of
financing from private credit markets ahead of the
projected shortfall at the end of June 2025. The Directors
have received unsolicited offers of credit from such
counterparties in excess of the need to alleviate the
projected shortfall and would seek to engage with them
and progress such offers, if required.
Tullow Oil plc Annual Report and Accounts 2024 – 65
Strategic report Corporate governance Financial statements Supplementary information
Liquidity risk management and going
concern continued
Implications and material uncertainties continued
The Directors note that despite expressions of interest
from private as well as public parties for participation in the
holistic debt refinancing, implementing a holistic
refinancing is outside the control of the Group. If the
Directors were unable to implement a refinancing
proposal, the ability of the Group to continue trading
would depend upon the Group being able to negotiate a
financial restructuring proposal with its creditors and, if
necessary, that proposal being approved by shareholders.
Whilst the Board would seek to negotiate such a financial
restructuring proposal with its creditors, it is possible that
the creditors would not engage with the Board in those
circumstances. There would therefore be a possible risk of
the Group entering into insolvency proceedings, which the
Directors consider would likely result in limited or no value
being returned to shareholders.
The Directors have concluded that 1) implementing a
holistic refinancing by the end of June 2025 or by May 2026
at the latest and 2) obtaining sufficient liquidity to cover
the expiration of the RCF at the end of June 2025, if a
holistic refinancing is not implemented by that date, by
extending the maturity of the facility or by completing the
sale of Tullow Oil Gabon SA and receipt of proceeds from
the transaction or with alternative bridge financing, are
outside the control of the Group. These are therefore
material uncertainties that may cast significant doubt over
the Group and the Company’s ability to continue as a
going concern. Notwithstanding these material
uncertainties, the Board has confidence in the Group’s
ability to implement a holistic refinancing or extend the
RCF or either complete the sale of Tullow Oil Gabon SA
including receipt of proceeds or seek an alternative source
of financing before the end of June 2025. This is based on
the plans in place on the holistic refinancing, the ongoing
support of existing lenders under the RCF, the binding
heads of terms agreement signed with Gabon Oil
Company for the sale of Tullow Oil Gabon SA and the
unsolicited offers of liquidity received from other sources
of finance and credit providers. This is in the context of the
underlying value and cash generation of the Group’s
producing fields to support future debt service and
repayment. On this basis the Board have prepared the
Financial Statements on a going concern basis. The
Financial Statements do not include the adjustments that
would result if the Group and the Company were unable to
continue as a going concern.
Events since 31 December 2024
On 14 February 2025, Richard Miller was appointed as
Interim Chief Executive Officer (CEO). Rahul Dhir stepped
down as Director from the Board of Tullow Oil plc.
On 3 March 2025, the Group settled the 2025 Notes upon
maturity with a payment of $510 million, comprising a
$493 million principal repayment and $17 million final
coupon. This payment was partially funded through a
$270 million drawdown from the Secured Notes Facility,
with the remainder sourced from cash at bank. Following
the $270 million drawdown, the Secured Notes Facility
was fully drawn at $400 million.
On 24 March 2025, Tullow announced that it had signed a
binding heads of terms agreement with Gabon Oil
Company for the sale of Tullow Oil Gabon SA, which holds
100% of Tullow’s working interests in Gabon for a total cash
consideration of $300 million net of tax. Signing of a sale
and purchase agreement is targeted for the second
quarter of 2025, with completion of the transaction and
receipt of funds expected around the middle of the year,
subject to receipt of relevant governmental and regulatory
approvals.
The transaction is a corporate sale of Tullow’s entire
Gabonese portfolio of assets, representing c.10 kbopd of
2025 production guidance and c.36 million barrels of 2P
reserves. Conditions precedent for the completion of the
Transaction include all necessary approvals (including
from government ministries), CEMAC Competition
Commission approval and Tullow’s processing of the 2024
dividend in compliance with Gabonese requirements.
This is a non adjusting event as at 31 December 2024 as
defined by IAS 10 Events after the Reporting Period.
There have not been any other events since 31 December 2024
that have resulted in a material impact on the year end results.
Richard Miller
Chief Financial Officer
24 March 2025
Financial review continued
66 – Tullow Oil plc Annual Report and Accounts 2024
Strategic report Corporate governance Financial statements Supplementary information
Non-financial and sustainability information statement
We are committed to complying with the non-financial reporting requirements
contained in Sections 414CA and 414CB of the Companies Act 2006.
The table below outlines our principal policies, risks and KPIs in relation to key non-financial and sustainable
matters. The location of further relevant information, including policy implementation and outcomes, is
provided on the pages highlighted below and is incorporated in this statement by cross-reference.
Matter and policy Principal risks Non-financial KPIs Outcomes
Environment
Climate Policy: Outlines our climate-change commitments
and the steps we are taking to mitigate the impact of climate
change risks on our business.
Safe and Sustainable Operations Policy: Sets out how we
achieve our goal of creating a working environment that causes
no harm to people, minimises our negative environmental
and social impacts and optimises the shared benefits with
our stakeholders.
Code of Ethical Conduct: Sets out the conduct we expect
from everyone and our key ethical policies, standards
and procedures.
Non-Technical Risk Standard: Sets out the framework to
identify, assess, mitigate and monitor social and environmental
impacts, and stakeholder issues.
Climate change
impacts: page 56.
Major accident event:
page 56.
Sustainability
Safety
Pages 35 to 37
(Achieve
Net Zero).
Pages 28 and 29
(Safety).
Pages 38 to 40
(Respect the
environment).
Pages 26 and 27
(Governance,
ethics and
compliance).
Climate-related financial disclosures
Climate policy.
TCFD statement.
Climate change
impacts: page 56.
Sustainability Pages 35 to 37
(Achieve
Net Zero).
Pages 41 to 49
(TCFD
statement).
People
Code of Ethical Conduct.
Safe and Sustainable Operations Policy.
Speak Up Policy: Outlines processes that enable reporting
of any concern, in particular, anything that is unsafe, unethical
or breaches our Code of Ethical Conduct or could harm an
individual or the Group.
Smart Working Policy: Outlines how we seek to promote
flexibility in the workplace with regard to duration, location and
work patterns, creating a more progressive approach to how
employees manage their work-life balance.
Capability cannot be
attracted, developed
or retained: page 57.
Major accident event:
page 56.
Compliance or
regulatory breach:
page 58.
Safety
Leadership
effectiveness
Sustainability
Pages 26 and 27
(Governance,
ethics and
compliance).
Page 29 (Attract,
retain and
develop talent).
Page 30
(Advance
inclusion
and diversity).
Tullow Oil plc Annual Report and Accounts 2024 – 67
Strategic report Corporate governance Financial statements Supplementary information
Matter and policy Principal risks Non-financial KPIs Outcomes
Social and community
Code of Ethical Conduct.
Safe and Sustainable Operations Policy.
Non-Technical Risk Standard.
Business plan not
delivered: page 54.
Major accident event:
page 56.
Compliance or
regulatory breach:
page 58.
Business plan
implementation
Unlocking value
Safety
Sustainability
Pages 26 and 27
(Governance,
ethics and
compliance).
Pages 28 and 29
(Safety).
Page 30
(Accelerating
localisation
in Ghana).
Page 31 to 34
(Managing
impacts on host
communities).
Respect for human rights
Code of Ethical Conduct.
Speak Up Policy.
Human Rights Policy: Sets out our commitment to respecting
internationally recognised human rights and seeks to
implement the United Nations guiding principles on business
and human rights and the voluntary principles on security and
human rights.
Modern Slavery Act Transparency Statement: Outlines the
steps we take to address modern slavery risks.
Compliance or
regulatory breach:
page 58.
Sustainability Pages 26 and 27
(Governance,
ethics and
compliance).
Pages 30 and 31
(Respect for
human rights).
Anti-corruption and anti-bribery
Code of Ethical Conduct.
Speak Up Policy.
Compliance or
regulatory breach:
page 58.
Sustainability Pages 26 and 27
(Governance,
ethics and
compliance).
Our business model is set out on pages 14 and 15. The non-financial KPIs highlighted above, which are used to monitor
our progress, are detailed on pages 99 to 101.
Further information, including our key policies and documents, are available on our website at
www.tullowoil.com/policy-library.
This Strategic report and the information referred to herein have been
approved by the Board and signed on its behalf on 24 March 2025 by:
Phuthuma Nhleko Adam Holland
Chair Company Secretary
Non-financial and sustainability information statement continued
68 – Tullow Oil plc Annual Report and Accounts 2024
Strategic report Corporate governance Financial statements Supplementary information
Corporate governance
70 Chair’s letter
72 Board of Directors
74 Board at a glance
75 Governance framework
76 Board leadership and company purpose
80 Division of responsibilities
81 Composition, succession and evaluation
83 Nominations Committee report
86 Audit Committee report
91 Safety and Sustainability Committee report
93 Remuneration report
113 Directors’ report
117 Statement of Directors’ responsibilities
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 69
Chair’s letter
“ High standards of
governance and effective
Board oversight are critical
to Tullow’s continued
success and growth.”
Phuthuma Nhleko
Chair
1. A copy of the Code is available at www.frc.org.uk.
Dear shareholder
As a Board, we are responsible for the stewardship
of the Company and remain accountable to you, our
shareholders for the decisions and the outcome of those
decision that we make. This report explains how our
governance framework contributes to Tullow’s long‑term
sustainable success by ensuring the appropriate leadership
skills and controls are in place and that the execution of the
Company’s strategy and its performance is met with the
appropriate challenge, debate and support from the Board.
Culture
If we are to fulfil our purpose we must build trust. We must
also foster a supportive, inclusive work environment and
culture in which our people can thrive. The redefined
values introduced last year are now well embedded across
our business and the feedback from our latest employee
engagement survey was very positive. Further information
about the survey is included on page 29.
Evolving leadership
It is the Board’s responsibility to ensure that we have
the right leadership in place to deliver our strategy and
achieve long‑term success. In February 2025, Rahul Dhir
stepped down as CEO and Richard Miller, Chief Financial
Officer, was appointed as Interim Chief Executive Officer.
As previously announced, the search for a new Chief
Executive Officer is underway and progressing well.
The Board is confident that the appointment of Richard
on an interim basis allows Tullow to focus on the delivery
of its near‑term objectives and effect a smooth transition
to a permanent CEO in due course. On behalf of the
Board, I would like to reiterate our thanks to Rahul for his
commitment and invaluable contribution over the years.
During the year, the Nominations Committee spent
a significant amount of time considering succession
planning with the SLT. Following Wissam Al‑Monthiry’s
resignation as Ghana Managing Director and the
Committee’s deliberations, Jean Medard‑Madama
was appointed permanent Ghana Managing Director.
The Committee further appointed Madhan Srinivasan
as Director of Non‑Operated, Exploration and Kenya.
Further information about these appointments is included
on page 84.
Compliance with 2018 UK Corporate
Governance Code
1
The Board remains committed to the highest standards
of corporate governance and for the year ended
31 December 2024, the Company assessed itself with
reference to the 2018 UK Corporate Governance Code
(the Code). The Board can confirm that for the year ended
31 December 2024, the Company was in compliance
with the applicable principles and provisions of the Code.
We outline our adherence to the Code in this Corporate
Governance report, the Strategic report and the
Committee reports, and the table on the next page
highlights where relevant information can be found.
Strategic report Corporate governance Financial statements Supplementary information
70 – Tullow Oil plc Annual Report and Accounts 2024
Code application
Principle Further information
Board leadership and company purpose
A An effective and entrepreneurial Board that promotes long‑term
sustainable success that generates value for shareholders and
contributes to society.
2024 Board activity highlights. See page 78.
Board consideration of stakeholder issues in its decision
making and Section 172 statement. See pages 22 and 23
and page 79.
B Establishment of purpose, values and strategy and promotion of
desired culture.
Purpose, values, culture and strategy. See page 76.
C Ensuring resources are in place to meet objectives, measuring
performance and establishing controls which assess and manage risk.
Audit Committee report. See pages 86 to 90.
D Effective stakeholder engagement and participation. Engaging with our stakeholders. See pages 21 and 79.
Board consideration of stakeholder issues in its decision
making and Section 172 statement. See pages 22 and 23
and page 79.
E Ensuring workforce policies and practices are consistent with the
company’s values and support long‑term success, and that
mechanisms are in place to allow the workforce to raise concerns.
Engagement with workforce. See pages 21 and 79.
Independent whistleblowing procedures. See pages 27
and 90.
Division of responsibilities
F Chair’s role. Division of responsibilities. See page 80.
G Clear division of responsibilities and appropriate combination of
executive and non‑executive roles.
Governance framework. See page 75.
Division of responsibilities. See page 80.
H Time commitment, constructive challenge and strategic guidance. Time commitment and external appointments. See page 77.
I Effective and efficient board. Composition, succession and evaluation. See pages 81
and 82.
Composition, succession and evaluation
J Board appointments and succession. Nominations Committee report. See page 84.
K Combination of skills, experience and knowledge. Board of Directors. See pages 72 to 74.
L Annual evaluation. Composition, succession and evaluation. See pages 81
and 82.
Audit, risk and internal control
M Independent and effective internal and external audit functions. Audit Committee report. See pages 88 to 90.
N Fair, balanced and understandable assessment. Statement of Directors’ responsibilities. See page 117.
O Risk management and internal control systems. Audit Committee report. See pages 89 and 90.
Remuneration
P Remuneration policy and practices. Remuneration Policy. See pages 110 to 112.
Q Development of remuneration policy and packages. Remuneration report. See pages 93 to 112.
R Independent judgement and discretion. Remuneration report. See pages 94 and 102.
We welcomed the publication of the 2024 Code, which is applicable from 1 January 2025. We are in the process of
reviewing our governance framework and arrangements in light of the 2024 Code. Any required changes will be
implemented in a timely manner and reported in next year’s Annual Report and Accounts.
Conclusion
As highlighted in my statement on pages 4 and 5, we continue to focus on strengthening our position for future success.
Effective corporate governance practices underpin our strategic and operational progress, and the Board is committed to
continuing to evolve our governance framework to support the creation of sustainable value for all our stakeholders.
If you have any questions or comments on any part of this Annual Report, I will be pleased to hear from you and I can be
contacted via the Company Secretary at companysecretary@tullowoil.com.
Phuthuma Nhleko
Chair
24 March 2025
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 71
Martin Greenslade
Senior Independent Director
Committee membership:
A
R
N
Appointed: November 2019
Key strengths: Corporate finance, accounting and audit, risk
management and executive and public company leadership.
Experience: Extensive corporate financial experience from a
35‑year career in the property, engineering and financial sectors
in the UK and across Africa, Scandinavia and Europe. From 2005
to 2021 Martin was Chief Financial Officer at Land Securities
Group plc, a listed UK real estate company. Previously, he spent
five years as group Finance Director of Alvis plc, an international
defence and engineering company. Martin is a chartered
accountant.
Current external appointments: Group Chief Financial Officer
at Red Sea Global, Saudi Arabia and a board trustee of the UK arm
of International Justice Mission, a human rights charity focused
on protecting the poor from violence and ending human slavery.
Board of Directors
Phuthuma Nhleko
Independent Non-Executive Chair
Committee membership:
N
Appointed: October 2021
Key strengths: Executive leadership, public company
governance and leadership, emerging markets, engineering,
investor relations, corporate finance, business development,
risk management, technology and innovation.
Experience: Extensive emerging markets experience having
worked successfully across Africa over the past three decades
including as Chief Executive of MTN Group (MTN), the leading
pan‑African telecommunications company, from 2002 to 2011,
and various roles at MTN between 2013 and 2021 including
Non‑Executive Director, Executive Chairman and a member of
the company’s international advisory board. Previously served
as a Non‑Executive Director of BP plc, Anglo‑American plc,
Nedbank and Old Mutual.
Current external appointments: Chairman of Phembani Group,
an investment group which he founded in 1994, Chairman of the
Johannesburg Stock Exchange Ltd, Non‑Executive Director of
Engen Petroleum and Non‑Executive Director of IHS Towers.
Richard Miller
Chief Financial Officer
Interim Chief Executive Officer
Appointed: January 2023 (CFO), February 2025 (Interim CEO)
Key strengths: Upstream oil and gas, capital markets, M&A,
financial management, audit and assurance.
Experience: Extensive oil and gas and financial experience.
Since 2011, Richard has led the Tullow Finance team and
supported a number of acquisitions, disposals and capital
markets transactions. Richard is a chartered accountant
previously with Ernst and Young LLP where he worked
in the audit and assurance practice.
Current external appointments: None.
Board of Directors
Sheila Khama
Independent Non-Executive Director
Committee membership:
S
N
Appointed: April 2019
Key strengths: Extractives project and policy reform, executive
leadership, corporate governance, business development,
public–private partnership and sustainability.
Experience: Significant executive experience in the banking and
natural resources sectors across Africa having served as the Chief
Executive Officer of De Beers Botswana from 2005 to 2010 and
then director of the extractives advisory programme at the
African Centre for Economic Transformation. In 2013, Sheila
became a director of the Natural Resources Centre at the African
Development Bank, Abidjan, Côte d’Ivoire and subsequently in
2016 a policy adviser at the World Bank in Washington. In both
roles she advised host governments on sustainable development
policies for natural resources. She also represented the African
Development Bank as an observer on the international board of
directors of the Extractive Industries Transparency Initiative.
Current external appointments: Member of the Advisory Board
of the Centre for Sustainable Development Investment, Columbia
University, a Non‑Executive Director of Base Resources Limited,
The Metals Company and ACWA Power, and a member of the
advisory committee at CONNEX.
Strategic report Corporate governance Financial statements Supplementary information
72 – Tullow Oil plc Annual Report and Accounts 2024
Committee membership key
Committee Chair
A
Audit Committee
N
Nominations Committee
R
Remuneration Committee
S
Safety and Sustainability Committee
Genevieve Sangudi
Independent Non-Executive Director
Committee membership:
R
S
Appointed: April 2019
Key strengths: Corporate finance, accounting and audit,
business development, risk management, executive leadership
and investor relations.
Experience: Considerable marketing, investment and fund
management experience gained during a 22‑year career in the
financial sector in the US and across Africa. Genevieve began
her career in business development as a marketing executive
at Procter & Gamble, Boston, before joining Emerging Capital
Partners, a pan‑African private equity firm, as a partner and
managing director. At Emerging Capital Partners Genevieve
served on the boards of portfolio companies working closely
with the executive teams and set up the company’s operations
in Nigeria.
Current external appointments: Managing Director,
Sub‑Saharan Africa, Carlyle Group.
Mitchell Ingram
Independent Non-Executive Director
Committee membership:
S
R
Appointed: September 2020
Key strengths: Upstream business, corporate finance,
accounting and audit, business development, risk management,
executive leadership, investor and government relations.
Experience: Over 28 years of experience in the oil and natural
gas industry. Mitchell joined Anadarko in 2015 and became
Executive Vice‑President of International, Deep Water, and
Exploration in 2018. Prior to this, he served as Development
Director and then Asset General Manager for the Karachaganack
field in Kazakhstan at BG Group, following his time as Managing
Director of QGC Australia. Mitchell began his career at Occidental
and spent 22 years in a number of technical and operational roles
in the UK North Sea, Qatar and Libya.
Current external appointments: None.
Roald Goethe
Independent Non-Executive Director
Committee membership:
A
R
Appointed: February 2023
Key strengths: Upstream business, finance, development,
executive leadership, capital markets, M&A.
Experience: Experienced oil and gas executive with extensive
commercial knowledge of the energy industry in Africa. In 2006
Roald founded Delaney Petroleum Ltd, trading crude oil and
petroleum products predominantly in West Africa and the Middle
East. Previously, Roald spent 11 years at Trafigura Group, where he
had an integral role in the development of the group’s oil trading
activities, primarily in West Africa.
Current external appointments: Director of ROFGO
Racing Limited.
Rebecca Wiles
Independent Non-Executive Director
Committee membership:
A
S
Appointed: June 2023
Key strengths: Subsurface, geoscience, technology, emerging
markets, commercial, government relations, safety and risk
management and executive leadership.
Experience: Significant technical subsurface and geoscience
expertise gained during a 33‑year career at BP plc (BP). She also
has extensive emerging markets, commercial, operational and
safety experience having served as Vice President of Exploration
and Appraisal at BP Angola and as Managing Director of BP’s
Norway business.
Current external appointments: None.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 73
Board at a glance
Board composition
Gender
Male 5
Female 3
Nationality
British 4
Motswana 1
South African 1
American 1
German 1
Ethnicity
White British or
other white 5
Black/African/
Caribbean/Black British 3
Strategy and growth 18%
Capital structure and capital allocation 27%
Culture and people 6%
Safety and sustainability (including stakeholder engagement) 8%
Principal risks and governance 13%
Business operations and portfolio management 28%
Key skills and experience matrix
Board time allocation
1
(%)
Director Oil & gas Financial International Listed
Safety &
sustainability
Oil & gas
operational
excellence
Government
relations
Phuthuma Nhleko
Martin Greenslade
Sheila Khama
Mitchell Ingram
Roald Goethe
Genevieve Sangudi
Rebecca Wiles
Richard Miller
1. Percentages are approximate.
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74 – Tullow Oil plc Annual Report and Accounts 2024
The Board
• Led by the Chair and collectively responsible for setting the Company’s strategy to deliver long-term value to
shareholders and wider stakeholders.
• Ensures that the appropriate resources, leadership and effective controls are in place to deliver the strategy.
• Sets the Company’s culture and values.
• Monitors the business’s performance, oversees risk management and determines the Company’s risk appetite.
• Accountable for the stewardship of the Company’s business to the shareholders and wider stakeholders.
Committees
Nominations Committee
• Responsible for reviewing the balance of skills, knowledge, experience and diversity of the Board and its Committees.
• Oversees the recruitment and appointment of Directors.
• Ensures plans are in place for orderly succession for the Board and senior management and oversees the development
of a diverse pipeline for succession.
• Monitors the development and implementation of the inclusion and diversity strategy at Board level and throughout
the Company.
See pages 83 to 85.
Audit Committee
• Responsible for the integrity of financial reporting and disclosures and reviews the controls in place.
• Oversees the relationship with the external auditor, including monitoring independence.
• Reviews significant financial reporting and accounting policy issues.
• Oversees the Group’s internal audit programme and the process of identifying principal and emerging risks and ensuring that
they are managed effectively.
See pages 86 to 90.
Safety and Sustainability Committee
• Responsible for and monitors occupational and process safety, people and asset security, health and environmental
stewardship, including protection of the environment, climate and biodiversity.
• Oversees the Company’s sustainability‑related governance matters including respect for human rights, sociopolitical issues
and sustainability‑related disclosures.
• Oversees implementation of the Company’s strategic sustainability priorities.
See pages 91 and 92.
Remuneration Committee
• Responsible for the remuneration arrangements for the Chair, Executive Directors and senior management in line with the
Remuneration Policy.
• Ensures rewards and incentives closely align with the successful delivery of the Company’s long‑term purpose and strategy
as well as those of the shareholders and wider stakeholders, including the workforce.
• Reviews the remuneration arrangements for the wider workforce.
See pages 93 to 112.
Governance framework
The Board operates through a governance framework with clear procedures, lines of
responsibility and delegated authorities to ensure that our strategy is implemented,
key risks are assessed and managed effectively and legal and regulatory requirements
are adhered to.
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Tullow Oil plc Annual Report and Accounts 2024 – 75
Board leadership and company purpose
Purpose
Building a better future through responsible oil and gas development
Values
Aim high
Own it
Be true
How we embed our values across Tullow
• Implement and regularly review policies, including
our Code of Ethical Conduct, that set our
expectations of the behaviours and practices
expected, inform behaviour and embed good
decision making in line with our desired culture.
• Embed processes framework and working practices
that ensure that at all times we do what is right and
promote a culture of openness, empowerment,
performance and continuous improvement.
How the Board monitors our culture
• Safety: Reviews, supported by its Committees,
safety incident reports and ensures that
management deploy appropriate mitigating actions
and provide regular progress updates.
• Engagement: Meets quarterly with the Tullow
Advisory Panel (TAP), our employee advisory panel,
to gain insights into employees’ experiences and
concerns and to better understand the working
practices that operate across the Group. Interactions
and meetings between the Board and our employees
across the Group provide valuable insights and a
deeper understanding of our culture.
• Employee surveys: Considers feedback from
employee engagement surveys and implements
actions to address.
• Site visits: Undertakes site visits and meets with
employees. The entire Board visited our Ghana office
in late 2023 and during 2024, individual Directors
visited offices and sites across the Group.
• Speaking up: Reviews reports from the Group’s
whistleblowing facility and reviews the effectiveness
of the Group’s whistleblowing arrangements. See
page 90. In addition, the Audit Committee’s
supervision of the Group’s internal controls
framework and review of any compliance issues,
informs the Board’s assessment and monitoring
of our culture.
• Continuous review: Monitors culture throughout
the year to ensure it remains aligned with our
purpose and strategy.
Key 2024 developments
• In response to employee survey feedback, increased
opportunities for the Board to engage with the
workforce, including one‑to‑one sessions with the
Non‑Executive Directors.
• Approved and endorsed the new Code
of Ethical Conduct.
Purpose, culture, values and strategy
The delivery of long‑term, positive outcomes for all our stakeholders is dependent on building trust. The Board sets,
promotes and monitors our values‑led culture including ensuring that our purpose and values align.
Read more about our values and culture on pages 26 and 29.
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76 – Tullow Oil plc Annual Report and Accounts 2024
Board meetings and attendance in 2024
The Board met five times during the year, in person. There
was an additional meeting held in September, which was
devoted to reviewing progress against the Group’s strategy
and discussing longer‑term strategic options.
In certain circumstances unscheduled meetings are called
at short notice and, due to prior business commitments
and time differences, Directors may not always be able to
attend. If a Director is unable to attend a meeting because
of exceptional circumstances, they receive the papers in
advance of the meeting and have the opportunity to
discuss any matters they wish to raise with the relevant
Chair or the Company Secretary. Directors are provided
with feedback about decisions made at any meeting they
are unable to attend.
Time commitment and external appointments
The expected time commitment of the Chair and
Non‑Executive Directors is agreed and set out in writing
in their letter of appointment. The Board has considered
the individual Director’s attendance, their contribution
and their external appointments, and is satisfied that each
of the Directors is able to allocate sufficient time to the
Group to discharge his or her responsibilities effectively.
Directors can only take on additional external appointments
with the prior approval of the Board, and in line with the
Code, Directors are required to seek Board approval prior
to taking on such role. In making its decision, the Board
considers both the time commitment required as well
as any potential conflicts that may arise. The Directors’
significant external appointments are disclosed in their
biographies on pages 72 and 73.
In addition to attending Board and Committee meetings,
each Director devotes sufficient time to the Company to
ensure that their responsibilities are met effectively. This
includes preparation ahead of each meeting and, for the
Chair and Committee Chairs, holding planning meetings
and discussions with the relevant SLT members and wider
teams to ensure that each meeting has been well prepared.
The Chair maintains frequent contact with all members
of the Board between meetings and has regular meetings
with the CEO to keep apprised of material developments
in the business, and with the Company Secretary on Board
planning and governance.
The table below shows the number of scheduled Board
meetings each Director attended during the year together
with the number of meetings they were entitled to attend.
Director
Scheduled
meeting
attendance
Phuthuma Nhleko
Independent Non‑Executive Chair 5/5
Rahul Dhir Chief Executive Officer
1
5/5
Richard Miller Chief Financial Officer and Interim Chief Executive Officer
2
5/5
Martin Greenslade Senior Independent Director 5/5
Mitchell Ingram
Independent Non‑Executive Director 5/5
Sheila Khama
Independent Non‑Executive Director 5/5
Genevieve Sangudi
Independent Non‑Executive Director 5/5
Roald Goethe
Independent Non‑Executive Director 5/5
Rebecca Wiles
Independent Non‑Executive Director 5/5
In addition, there were four unscheduled meetings held during the year to consider a variety of different matters.
1. Rahul Dhir stepped down from the Board with effect from 14 February 2025.
2. Appointed Interim Chief Executive Officer on 14 February 2025.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 77
Board leadership and company purpose continued
Board activities during the year
Strategy, business plans and leadership
The Board considered and oversaw the delivery of
our strategic objectives for the benefit of our
shareholders and wider stakeholders including
reviewing the following matters:
• Strategy, the Group’s strategic plan and
strategic updates.
• Capital structure.
• Capital allocation.
• Business development initiatives.
• Considered Nominations Committee
recommendations in relation to SLT
succession planning.
• CEO resignation and CEO transition arrangements.
Governance, political and
regulatory environment
The Board received regular reports from the
Company Secretary on governance and regulatory
matters, as well as updates and insights on market
trends and developments from the Board’s
advisers. Key governance matters considered and
reviewed included:
• 2023 Annual Report and Accounts.
• Internal audit, controls and risk management.
• Annual General Meeting and investor feedback.
• Board effectiveness including evaluation
and independence.
• Succession planning and Committee
composition.
• Reports from Committee Chairs.
• Terms of reference reviews.
• Proposed changes following the publication of
the 2024 Code.
• Updates on host countries’ domestic
developments.
• Macro and geopolitical developments.
• Modern Slavery Act Transparency Statement.
• The Economic Crime and Corporate
Transparency Act (2023).
• TCFD reporting.
• Human Rights Policy.
Performance and risk management
The Board regularly reviewed financial
performance and risks, as well as risk controls
and processes including:
• Business reviews, including operational
performance.
• Health and safety performance.
• 2023 preliminary results statements.
• Enterprise risk management framework including
climate‑related risks.
• Annual tax update.
• Going concern and viability statements.
• Audit fees.
• Sustainability including climate change and
energy transition.
Culture, stakeholders and sustainability
Recognising the importance of understanding the
views and interests of our people and our wider
stakeholders, the Board:
• Reviewed our culture and values to ensure
alignment with our purpose and feedback.
• Considered investor feedback.
• Considered reports on workforce engagement
including feedback from Board participation
in the TAP.
• Reviewed and approved the Group’s refreshed
sustainability approach.
• Approved final investment with the Ghana
Forestry Commission in relation to a nature‑
based carbon offset programme.
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78 – Tullow Oil plc Annual Report and Accounts 2024
Schedule of matters reserved to the Board
There are certain key responsibilities that the Board does
not delegate, and which are reserved for its consideration.
The Board’s responsibilities include: the development of
strategy; the approval of major capital expenditure; the
Group’s capital structure; the consideration of significant
financing matters; and oversight of policies and procedures.
The full schedule of matters reserved to the Board is available
at www.tullowoil.com/about‑us/corporate‑governance.
The Board reviews the schedule on an annual basis and
the latest review took place in November 2024.
Conflicts of interest
Directors have a statutory duty to avoid situations in which
they have, or may have, interests that conflict with those of
Tullow, unless that conflict is first authorised by the Board.
The Company has procedures in place for managing
conflicts of interest. The Company’s Articles of Association
also contain provisions to allow the Directors to authorise
potential conflicts of interest so that a Director is not in
breach of his or her duty under company law.
Should a Director become aware that he or she has an
interest, directly or indirectly, in an existing or proposed
transaction with Tullow, they are required to notify the
Board in line with the Company’s Articles of Association.
If a conflict does arise, the Director is excluded from
discussions and all Directors have a continuing duty
to update any changes to their conflicts of interest.
Stakeholder engagement
Engaging with our stakeholders
Strong relationships built on trust remain key to the
delivery of the Group’s strategy and goals. Information
about our stakeholders, including how the Board engages
with them, is set out on page 21.
During 2024 the Chair, Executive Directors and
Non‑Executive Directors frequently engaged with many
of our stakeholders and the insights arising from such
engagement were considered and discussed by the Board
as a whole and taken into consideration during Board
decision making. Our Section 172 statement and examples
of how the Board took account of stakeholders in its
decision making are included on pages 22 and 23.
Workforce engagement
Our people have a key role to play in Tullow’s evolution
and the Board recognises the importance of engaging
with them to understand their views and their valuable
insights about our business.
In accordance with Provision 5 of the Code, we operate
a dedicated formal advisory panel, the Tullow Advisory
Panel (TAP), which consists of eight elected colleague
representatives from across our different locations.
The TAP meets at least quarterly with members of the
SLT, and on separate occasions with two independent
Non‑Executive Directors. The purpose of these meetings
is to discuss the workforce’s feedback on a wide range of
topics including staff development, employee wellness,
inclusion and diversity, and the Company’s strategic
objectives. This forum helps to ensure that our employees’
perspectives are considered by the Board and its
Committees in their decision‑making processes. It also
provides an opportunity for the Non‑Executive Directors
to hear about our business from employees’ perspectives
and gain more insight about our culture and operations.
Following their meetings with the TAP, the Non‑Executive
Directors formally report to the Board on the key matters
arising from the discussions. Issues considered by the
Board following consideration of feedback from the
meeting with the TAP included the Group’s programmes
to progress employees’ career progression and
professional development and revisions to enhance
internal communication.
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Tullow Oil plc Annual Report and Accounts 2024 – 79
Division of responsibilities
Responsibilities
As at the date of this report, our Board comprised of
seven independent Non‑Executive Directors, including
the Chair, and one Executive Director. There is a clear
division of responsibilities, which ensures responsibility
and accountability. The roles of the Chair and Chief
Executive are held separately and clearly defined and
agreed as set out in the division of responsibilities
approved each year by the Board. See summary below.
The Chair
The Chair of our Board, Phuthuma Nhleko, is responsible
for leading the Board and its overall effectiveness and for
promoting the highest standards of integrity, probity and
corporate governance. The Chair is also responsible for
effective shareholder engagement and building strong
relationships with our wider stakeholders. The Chair meets
regularly with the other Non‑Executive Directors, without
Executive Directors present, to review Board discussions
and engagement as well as the performance of the SLT.
The Chief Executive Officer
Our Chief Executive Officer (CEO), Rahul Dhir up until
14 February 2025, was responsible for the overall
performance and day‑to‑day operational management
of our business. With effect from 14 February 2025,
Richard Miller was appointed as Interim CEO and assumed
CEO responsibilities, including executing the Group’s
strategy and overall commercial objectives, monitoring
the progress against the Company’s strategic objectives
and the performance of the SLT.
The Senior Independent Director (SID)
Our SID, Martin Greenslade, provides a sounding board for
the Chair. The Board is fully satisfied that he demonstrates
complete independence and robustness of character in
this role. The SID is available to meet shareholders if they
have concerns that cannot be resolved through discussion
with the Chair or for matters where such contact would be
inappropriate.
In addition, during the year the SID meets with the other
Non‑Executive Directors, without the Chair present, to
evaluate the Chair’s performance.
Non-Executive Directors (NEDs)
Our independent NEDs assess, challenge and monitor
the Executive Directors’ delivery of strategy within the risk
and governance structure agreed by the Board. As Board
Committee members, they also review the integrity of the
Company’s financial information, consider ESG issues,
recommend appropriate succession plans, and set the
Executive Directors’ remuneration.
Board independence
The independence of our Non‑Executive Directors is
formally reviewed annually by the Nominations Committee.
All of the Non‑Executive Directors who served during the
year were considered by the Board to be independent for
the purposes of the Code, and the Chair was considered
independent upon his appointment. These considerations
specifically include reference to Provision 10 of the Code
and the Directors’ shareholdings and interests in
the Company.
In accordance with the Code, all of the Directors will
retire at the 2025 AGM and submit themselves for
appointment or re‑appointment by shareholders. Each
of the Non‑Executive Directors seeking appointment or
re‑appointment are considered to be independent in
character and judgement.
The Non‑Executive Directors can obtain independent
professional advice, at the Company’s expense, in the
performance of their duties.
Board Committees
The Board has delegated some of its responsibilities to
four Committees: the Audit Committee, the Nominations
Committee, the Safety and Sustainability Committee and
the Remuneration Committee (see page 75). The Board is
satisfied that the Committees have sufficient time and
resources to carry out their duties effectively. Their terms
of reference are reviewed and approved annually by the
Board and the respective Committee Chairs report on their
activities to the Board. The individual Committee terms of
reference are available at www.tullowoil.com/about‑us/
corporate‑governance/board‑committees.
Company Secretary
The Board is supported and advised by the Company
Secretary who ensures that it has the policies, processes,
information, time and resources it needs for it to function
effectively and efficiently. The Company Secretary is
also responsible for ensuring compliance with all Board
procedures and for providing advice to Directors when
required. The Company Secretary acts as secretary to
the Audit, Nominations, Safety and Sustainability and
Remuneration Committees and has direct access to the
Chairs of these Committees. All Directors have access
to the advice and services of the Company Secretary,
whose appointment and removal are matters reserved
for the Board.
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80 – Tullow Oil plc Annual Report and Accounts 2024
Composition, succession and evaluation
Composition, skills and experience
To ensure that the Executive Directors and senior management possess the necessary skills and experience required for
the strategy of the business, the Board has established a Nominations Committee (see pages 83 to 85) to oversee the
process of appointments and succession planning for Directors and other senior managers. The role of the Nominations
Committee is critical in ensuring that the Group’s Board and Committee composition and balance support both the
Group’s business ambitions and best practice in the area of corporate governance.
The Board comprises a diverse range of skills, industries, backgrounds and nationalities. This composition enables a
broad evaluation of all matters considered by the Board and contributes to a culture of collaborative and constructive
discussion. The biographies of all Directors are included on pages 72 and 73. Information about how we promote
inclusivity and diversity across our leadership team is included on page 84.
Board performance evaluation
The effectiveness of the Board and its Committees is vital to the overall success of the Group. Our last externally facilitated
evaluation took place in 2022 and information about it is included in the 2022 Annual Report and Accounts on pages 69
and 70. The next external evaluation is scheduled to be carried out in relation to the year ending 31 December 2025.
The 2023 evaluation was carried out internally and an update on how we are progressing its recommendations is set
out below.
2023 evaluation progress
Recommendation Progress
Continue to provide tailored ongoing training and
awareness including site visits and technical updates.
Individual Directors received training on specialist topics
throughout 2024 and the Board collectively received
training on recent relevant regulatory developments.
Continue to review the optimal composition and skillset
of the Board, whilst increasing focus on SLT succession
and talent development, including reviewing key criteria
skillsets required for senior leadership positions.
During 2024 the Nominations Committee focused on the
SLT leadership and succession planning, which resulted in
the appointments of Jean‑Medard Madama and Madhan
Srinivasan (see page 84). The Nominations Committee will
continue to build and develop the senior management
succession plan in 2025.
Continue to improve the balance between presentation
and discussion and ensure that Board and Committee
materials are succinct and clear.
During 2024, we further enhanced and increased the
pre‑meetings between management and the NEDs,
resulting in well‑structured and balanced agendas that
allow for sufficient time for robust discussion.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 81
Composition, succession and evaluation continued
2024 evaluation process
This year’s evaluation was also carried out internally by the Company Secretary through the process detailed below.
2024 evaluation outcomes
The findings of the 2024 evaluation were positive, confirming that the Board continues to operate effectively with
strong leadership and a continual enhancement of skills and experience. The relationships among the Chair, the Senior
Independent Director, Non‑Executive Directors and the Executive Directors remained of a high quality. Previous evaluation
recommendations had been implemented effectively and the Board’s strategic stewardship of key matters remained strong.
Key findings Recommendations
Increase deep dive sessions Notwithstanding the well‑structured forward agendas and
pre‑meeting sessions, consideration should be given to
increasing the deep dive sessions between meetings.
These sessions are intended to facilitate more constructive
discussions during scheduled meetings.
Board reports Enhance the flow of constructive feedback to management
on the quality of Board and Committee papers in order to
ensure that the Directors continue to receive high‑quality
and relevant information to inform decision making.
CEO search Focus on completing the permanent CEO search process
and, subsequently, the successful integration of the
permanent CEO, to ensure effective working arrangements
with the Board and the wider business.
Questionnaires
issued to the Board
and Committee
members and also
to key contributors
who attend the
Committee meetings
on a regular basis.
The Company
Secretary reviewed
responses and
prepared a
consolidated report
for the Board and
each Committee.
Consolidated
reports shared with
the Chair of the
Board and each
Committee Chair.
Consolidated
reports presented
and discussed
at the February
2025 Board and
Committee meetings.
Actions to address
survey’s findings
in the coming year
agreed. See below.
Stage
1
Stage
2
Stage
3
Stage
4
Stage
5
Strategic report Corporate governance Financial statements Supplementary information
82 – Tullow Oil plc Annual Report and Accounts 2024
2024 key activities
• Commenced search for a new CEO.
• Reviewed the Board and Committee composition.
• Reviewed succession planning and development initiatives
for the Executive Directors and senior management,
including the appointments of Jean
‑Medard Madama
and Madhan Srinivasan as Ghana Managing Director
and Director of Non‑Operated, Exploration and
Kenya respectively.
2025 priorities
• Appointment of a new CEO and orderly transition.
• Senior management succession planning.
• Inclusion and diversity planning.
Allocation of Nominations Committee time
1
(%)
Activity
Senior management
planning
NED re‑appointments
Board and Committee
effectiveness
Corporate governance
1. Percentages are approximate.
Committee membership, meetings
and attendance
The table below sets out the number of meetings attended
out of the meetings members were eligible to attend.
Director
Scheduled
meeting
attendance
Phuthuma Nhleko 4/4
Martin Greenslade 4/4
Sheila Khama 4/4
In addition, other Non‑Executive Directors were on
occasion invited to meetings as appropriate. The CEO and
Director of People and Sustainability also attend meetings
of the Committee by invitation and were present at most
of, or part of, the meetings in 2024, as appropriate.
Nominations Committee report
“ Having the right balance
of skills, knowledge and
experience across our
leadership team is essential
to the Group’s success.”
Phuthuma Nhleko
Chair of the Nominations Committee
Key responsibilities
• Reviews the structure, size and composition of the
Board and makes recommendations to the Board
regarding any changes.
• Evaluates the balance of skills, knowledge, experience
and diversity on the Board and Committees.
• Succession planning for the Board and
senior management.
• Reviews the Board’s and each of its Committee’s
effectiveness including the annual performance evaluation.
73%
2%
10%
15%
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 83
Nominations Committee report continued
Dear shareholder
I am delighted to present the Nominations Committee (the
Committee) report for the year ended 31 December 2024.
The Committee continues to play a vital role in ensuring
that we have the right balance of skills experience,
knowledge and diversity across our leadership team.
Role and responsibilities
The Committee’s key responsibilities are set out on the
previous page and the Committee’s terms of reference,
which set out its full remit, are available at www.tullowoil.
com/about‑us/corporate‑governance/board‑committees.
Committee membership, meetings and attendance
The Committee’s members are listed on the previous
page together with information about the number of
scheduled meetings held during the year and each
Director’s meeting attendance.
Leadership changes
Following the announcement in December 2024 that
Rahul Dhir would step down as CEO and resign from
the Board in 2025, the Board engaged an independent
executive search firm to conduct the search for his
successor. This process is underway and progressing well.
In February 2025, as part of the process to ensure a
smooth CEO transition, the Committee recommended
to the Board the appointment of Richard Miller, Chief
Financial Officer, as Interim CEO. This appointment, on
an interim basis, allows Tullow to focus on the delivery
of its near‑term objectives ahead of the appointment
of a permanent CEO.
Senior management leadership
In addition to the CEO transition, the Committee spent
significant time considering the SLT succession plans,
which resulted in the permanent appointment of Jean‑
Medard Madama as Ghana Managing Director,
and Madhan Srinivasan as Director of Non‑Operated,
Exploration and Kenya.
Both Jean‑Medard Madama and Madhan Srinivasan
are highly experienced business leaders with extensive
technical knowledge of the oil and gas sector. They have
a deep understanding of our business. The Board is
confident that these appointments will strengthen
Tullow and support the delivery of its strategic goals.
Board training and development
The Non‑Executive Directors receive frequent updates on
a variety of issues relevant to the Group’s business, including
legal, regulatory and governance developments. During
the year, the Directors received tailored deep dive sessions
into their areas of interest. In addition, individual training
and development needs are reviewed as part of the annual
Board evaluation process and training is provided where
appropriate, requested or if a need is identified.
Time commitment and external appointments
During the year the Committee reviewed each of the
individual Directors’ meeting attendance, contribution and
external appointments and reported to the Board that it
was satisfied that each of the Directors had discharged
his or her responsibilities effectively (see page 77).
Inclusion and diversity
We are committed to prioritising a diverse and inclusive
culture across Tullow. We support the recommendations
of the FTSE Women Leaders Review on gender diversity
and the Parker Review on ethnic diversity.
The Board seeks to promote inclusion and diversity by
objectively considering candidates for Board and SLT
roles on the basis of their skill set, experience, expertise,
knowledge, gender, cultural and geographical
backgrounds, ethnicity and age.
As at the date of this Annual Report, female representation
on the Board was 38% (2023: 33%). The Committee
acknowledges the FCA’s diversity target recommendation
that at least 40% of the Board should be female and one of
the Chair or SID and/or the CEO or CFO should be female.
In line with the Parker Review, we continue to have an
ethnically diverse Board, with 38% of the Board identifying
as being ethnic minority.
We are committed to building a Board and management
team that are diverse in all respects. We are mindful of the
recommendation of the 2023 Parker Review to set a target
for 2027 for ethnic diversity, and continue to consider
an appropriate target that reflects the diversity of our
dynamic workforce and the areas we operate in.
The Committee also oversees the development of a
diverse pipeline for future succession to Board and senior
management appointments, including reviewing the
gender balance of senior management and its direct
reports. As at the date of this Annual Report, the SLT has
17% female representation, and among their direct reports,
female representation is 34% (excluding administrative staff).
Whilst the Committee remains committed to increasing
diversity, all appointments will be based on merit with
each candidate assessed against objective criteria, with
the prime objective to maintain and enhance the Board’s
overall effectiveness.
Strategic report Corporate governance Financial statements Supplementary information
84 – Tullow Oil plc Annual Report and Accounts 2024
Board
1
and leadership team diversity as at 31 December 2024
As required under Listing Rule 6.6.6R(10), the breakdown of the gender identity and ethnic background of the Board and
executive management
2
, as at 31 December 2024, is set out in the tables below. This information is based on self‑
reported data from the Board and SLT.
Gender identity
Number
of Board
members
Percentage
of the Board
Number
of senior
positions on
the Board
1
Number
in executive
management
2
Percentage
of executive
management
Men 6 66.7% 4 6 85.7%
Women 3 33.3% 0 1 14.3%
Not specified/prefer not to say N/A N/A N/A N/A N/A
Ethnic background
Number
of Board
members
Percentage
of the Board
Number
of senior
positions on
the Board
1
Number
in executive
management
2
Percentage
of executive
management
White British or other White 5 55.6% 2 4 57.1%
Mixed/multiple ethnic groups 0 0% 0 0 0%
Asian/Asian British 1 11.1% 1 2 28.6%
Black/African/Caribbean/Black British 3 33.3% 1 1 14.3%
Other ethnic group, including Arab 0 0% 0 0 0%
Not specified/prefer not to say N/A N/A N/A N/A N/A
1. Includes CEO, CFO, Chair and Senior Independent Director.
2. Includes the SLT (which includes the CEO and CFO) and aligns with the FCA’s definition of executive management.
Rahul Dhir stepped down from the Board on 14 February 2025. As a result, the above composition of the Board and the
SLT changed. As at the date of this Annual Report, the Board is comprised of 62.5% men (5) and 37.5% women (3), and
the ethnic representation is 62.5% White British or other White (5) and 37.5% Black/African/Caribbean/ Black British (3).
The SLT is comprised of 83.3% men (5) and 16.7% women (1), and the ethnic representation is 66.7% White British or other
White (4), 16.7% Black/African/Caribbean/Black British (1) and 16.7% Asian/Asian British (1).
Review of Committee effectiveness
The Committee undertook a review of its effectiveness in respect of the year ended 31 December 2024, with the
results reported to the Board (see page 82). I am pleased to confirm that the Committee was considered to be operating
effectively and in accordance with the Code and the relevant guidance. The feedback provided has been used to shape
the Committee’s annual rolling agenda for 2025.
Phuthuma Nhleko
Chair of the Nominations Committee
24 March 2025
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 85
Audit Committee report
“ I am pleased to report
that our controls and risk
management process
continue to be enhanced.”
Martin Greenslade
Chair of the Audit Committee
Key responsibilities
• Oversees financial reporting and disclosures
including monitoring the integrity of the financial
statements and reviewing and challenging the
appropriateness and consistency of significant
accounting policies.
• Monitors and assesses the adequacy and
effectiveness of risk management systems and
internal controls.
• Oversees the relationship with the external auditor
and the effectiveness of the audit process.
• Oversees the work programme of internal audit
and the system of ethics and compliance.
2024 key activities
• Reviewed the significant accounting judgements made
during the year.
• Monitored the developments arising from the internal
audit programme.
• Monitored developments and reviewed processes and
procedures in readiness for forthcoming audit and
corporate governance reforms.
2025 priorities
• Enhance and further embed our integrated enterprise risk
management framework.
• Prepare to ensure compliance with the 2024 Corporate
Governance Code.
Allocation of Audit Committee time
1
(%)
Activity
Financial reporting
Internal controls and
risk management
Special topics
External audit
Corporate governance
1. Percentages are approximate.
Committee membership, meetings
and attendance
The table below sets out the number of meetings attended
out of the meetings members were eligible to attend.
Director
Scheduled
meeting
attendance
Martin Greenslade 4/4
Roald Goethe 4/4
Rebecca Wiles 4/4
The Committee meetings are routinely attended by
the CEO, CFO, the Group General Counsel, the Group
Financial Controller, the Head of Internal Audit and Risk
and representatives of the external auditor, and members
of Company Secretariat. The Committee also invites other
senior finance and business heads to attend certain
meetings to gain a deeper level of insight on particular
items. The Committee also met without management
present and met privately with the external audit partner.
The Committee Chair met privately with the Head of
Internal Audit and Risk.
48%
25%
8%
11%
7%
Strategic report Corporate governance Financial statements Supplementary information
86 – Tullow Oil plc Annual Report and Accounts 2024
Dear shareholder
Overview
As the Chair of the Audit Committee, I am pleased
to present the Committee’s report for the year ended
31 December 2024. The purpose of this report is to describe
how the Committee has discharged its responsibilities
during the year, including its consideration of the key
areas of judgements underpinning the full year results,
its review of the Group’s risk management and internal
control systems and its assessment of the external
auditor’s independence.
Role and responsibilities
The Committee’s key responsibilities are set out on the
previous page and the Committee’s terms of reference,
which set out its full remit, are available at www.tullowoil.com/
about‑us/corporate‑governance/board‑committees.
Committee membership, meetings
and attendance
The Committee’s members are listed on the previous page.
The Board has satisfied itself that the membership of the
Committee includes at least one Director with recent and
relevant financial experience and has competence in
accounting and/or auditing and in the sector which the
Company operates. For the purposes of the Code, the
Board has determined that I am an independent
Non‑Executive Director with recent and relevant financial
experience, and that all members of the Committee are
independent Non‑Executive Directors. See pages 72 to 74
for details of each Committee member’s relevant experience.
Information about the number of scheduled meetings held
during the year and each Director’s meeting attendance is
set out on the previous page.
In addition to the Committee’s scheduled meetings during
the year, the Committee held conference calls between
meetings to consider specific items. Meetings are scheduled
to allow sufficient time for full discussion of key topics and
to enable early identification and resolution of risks and
issues. Meetings are aligned with the Group’s financial
reporting calendar. The Committee sets an annual work
plan, developed from its terms of reference, with standing
items that the Committee considers at each meeting, in
addition to areas of risk identified for detailed review and
any matters that arise during the year.
Significant issues and financial judgements
The significant issues and primary areas of financial
judgement considered by the Committee in relation to
the 2024 accounts and how these were addressed are
detailed below. The related Group accounting policies
can be found on pages 137 to 147.
Significant financial
judgements and
areas of estimation How the Committee addressed these judgements and areas of estimation
Carrying value
of intangible
exploration and
evaluation assets
A detailed accounting paper was received by the Committee from management on the
Group’s exploration and evaluation assets, together with a separate paper covering Kenya,
given its materiality. The papers documented management’s assessment of indicators for
impairment and, if required, showed calculations for the impairments. The Committee reviewed
these papers at its February 2025 meeting and challenged management’s position, particularly
in relation to the Kenya valuation and the Group’s remaining interests in Argentina and
Côte d’Ivoire.
The Committee supported management’s assessment of write downs taken and that
impairment was required in respect of Kenya based on the judgemental assessment performed
and ensured that appropriate disclosure of this judgement was disclosed in this Annual Report
and Accounts. See note 8 to the financial statements for further information.
Carrying value of
property, plant and
equipment (PP&E)
The Committee received and reviewed the papers prepared by management on the Group’s
oil price and discount rate assumptions, which are used in the assessment of the carrying value
of PP&E. At the Committee’s September and November 2024 and February 2025 meetings,
these assumptions were compared to independent oil price forecasts and challenged by the
Committee. 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 Committee’s September 2024 and February 2025 meetings it 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 Jubilee, given the reduction in reserves
and production challenges during 2024. To gain comfort over management’s view of the
carrying value of PP&E, in February 2025 Rebecca Wiles, a member of the Committee and
subject matter expert, met independently with TRACS, the Group’s external reserves auditor.
The Committee subsequently further discussed the Group’s reserves and resources and, as
part of that discussion, Rebecca Wiles provided significant input. Based on these discussions,
the Committee concurred with the impairments proposed by management and ensured that
adequate disclosure of this judgement was disclosed in this Annual Report and Accounts.
See note 9 to the financial statements for further information.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 87
Audit Committee report continued
Significant financial
judgements and
areas of estimation How the Committee addressed these judgements and areas of estimation
Going concern
and viability
A detailed accounting paper and cash flow analysis was prepared by management and
provided to the Committee, which then reviewed and challenged the assumptions and
judgements in the underlying going concern and viability statement forecast cash flows. The
Committee discussed with management the risks, sensitivities and mitigations identified by
management to ensure the Company can continue as a going concern. The Committee also
discussed the five‑year time horizon used by management for the viability statement, which
aligns with the proposed debt maturities following the completion of a refinancing in 2025.
The Committee concurred with management’s assessment that material uncertainties exist
and ensured that adequate disclosure of this judgement was disclosed in this Annual Report
and Accounts. See note (d) in Material accounting policies for further information.
Gabon asset swap A detailed accounting paper was prepared by management and reviewed by the Committee
documenting the background and accounting treatment of the Gabon asset swap agreement
and its impact on Group results at the Committee’s July 2024 meeting. The transaction,
completed on 29 February 2024, is an acquisition of additional interest in a joint operation that
constitutes a business which, under IFRS 11, requires the application of principles in IFRS 3
relating to business combinations. The Committee concurred with management’s accounting
treatment of the transaction and ensured that adequate disclosure of this judgement was
disclosed in this Annual Report and Accounts. See note 14 to the financial statements for
further information.
Uncertain tax and
regulatory
treatments
Detailed accounting papers on all tax and regulatory exposures were prepared by management
for the Committee’s review. Where relevant, the papers included summaries of external legal or
tax advice on particular tax claims and assessments received. The Committee also met with
the Head of Tax during its February 2025 meeting 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 that adequate disclosure of this judgement was included in this
Annual Report and Accounts. See note (ag) in Material accounting policies for further
information.
Significant issues and financial judgements continued
External auditor
The Committee has primary responsibility for managing
the relationship with the external auditor, including
assessing its performance, effectiveness and independence,
recommending to the Board its re‑appointment or removal,
and agreeing terms of engagement.
Based on the competitive tender process conducted in
2018, the Committee recommended to the Board the
appointment of Ernst & Young LLP (EY) as Tullow’s
statutory auditor for the 2020 financial year, which was
approved by shareholders at the 2021 AGM. Under current
regulations, the Group will be required to retender the
audit by no later than the 2029 financial year.
The external auditor is required to rotate the audit partner
responsible for the Group audit every five years. Paul
Wallek is EY’s lead audit partner with effect from 2020
and is due to rotate in 2025. The Committee has identified
Steve Dobson as the new lead audit partner with effect
from June 2025. In preparation for his new role, Steve
Dobson attended the February 2025 Audit Committee
meeting as an observer.
During the year the Committee held private meetings with
the external auditor, and I also maintained regular contact
with the audit partner throughout the year.
These meetings provide an opportunity for open dialogue
with the external auditor without management being
present, and help ensure that the external auditor is able to
operate effectively and challenge management sufficiently
when required.
Effectiveness of external audit process
The Committee is responsible for assessing the qualifications,
expertise and resources, and independence of EY, as well
as the effectiveness of the audit process. The Committee’s
assessment of the 2024 audit process covered all aspects
of the audit service provided by EY, including:
• Obtaining a report on the auditor’s own internal quality
control procedures and consideration of the auditor’s
annual transparency reports in line with the Code.
• Approving the auditor’s terms of engagement and fees.
• Reviewing and approving the audit plan prepared by the
auditor at the start of the audit cycle. This plan identifies
key audit risks, which included oil and gas reserve
estimations; recoverability of Kenya exploration and
evaluation assets; recoverability of property plant and
equipment; going concern; revenue recognition;
uncertain tax treatments and accounting for the Gabon
asset swap.
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88 – Tullow Oil plc Annual Report and Accounts 2024
• Discussing and challenging a number of matters
including the auditor’s assessment of the Group’s
significant financial risks and the performance of
management in addressing these risks, the auditor’s
opinion of management’s role in fulfilling obligations for
the maintenance of internal controls and the transparency
and responsiveness of interactions with management.
• Confirming the independence of the audit including
how the auditor had exercised professional challenge.
• Assessing the effectiveness and performance of the
external auditor and the audit process based on the
Committee’s interactions with the external auditor and
management’s survey.
As a result of the Committee’s assessment, the Committee
concluded that the external audit process had operated
effectively. EY and management have agreed on step
plans to ensure the quality of audit, team continuity and
focus on continuous improvement is maintained.
Financial Reporting Council
During 2024, the Financial Reporting Council (FRC)
reviewed Tullow’s Annual Report and Accounts for 2023.
We are pleased with the outcome of the review as no
material findings were reported by the FRC. It did, however,
request additional information and suggest some
improvements around the Company’s disclosures on
certain areas of judgement and uncertainty, which have
been addressed in our 2024 Annual Report and Accounts
1
.
During 2024, EY’s audit of Tullow’s Consolidated Financial
Statements for the financial year ended 31 December
2023, was selected for inspection by the FRC’s Audit
Quality Review (AQR) team. Following the AQR team’s
inspection, and having received a full copy of its report,
the Audit Committee was pleased to note that no key
findings arose from the review. Two areas were identified
for limited improvement. These areas were discussed with
EY and the Audit Committee is satisfied that they have
been addressed appropriately.
Non-audit services and independence
The Committee closely monitors the level of audit and
non‑audit services provided by the auditor to the Group.
Non‑audit services are normally limited to assignments
that are closely related to the annual audit or where the
work is of such a nature that a detailed understanding of
the Group is necessary. An internal Tullow standard for the
engagement of the auditor to supply non‑audit services is
in place to formalise these arrangements and it requires
Committee approval for all non‑trivial categories of non‑audit
work. In 2024, total fees for audit‑related work amounted
to $2.7 million and total fees for non‑audit‑related work
amounted to $1.3 million. The level of non‑audit work was
higher in 2024 due to additional work related to refinancing.
See note 4 to the financial statements for further information.
In addition to processes put in place to ensure segregation
of audit and non‑audit roles, EY is required, as part of the
assurance process in relation to the audit, to confirm to the
Committee that it has both the appropriate independence
and the objectivity to allow it to continue to serve the
Company’s shareholders. This confirmation is received
every six months, and no matters of concern were
identified by the Committee.
Internal controls and risk management
The Board has overall responsibility for risk management
and internal control systems, and for reviewing their
effectiveness. This process is overseen by the Committee
on the Board’s behalf.
In 2024, the Committee reviewed, discussed and briefed
the Board on risks, controls and assurance, including the
annual assessment of the system of risk management
and internal control, to monitor the effectiveness of the
procedures for internal control over financial reporting,
compliance and operational matters.
The Directors obtained comfort over the effectiveness of
the Group’s risk management and internal control systems
through various assurance activities that included:
• Audits undertaken by the Internal Audit team.
• Enterprise risk management and assurance processes.
• The external auditor’s observations on internal financial
controls identified as part of its audit.
• Regular performance, risk and assurance reporting by
the business unit and corporate teams to the Board.
During the year, in conjunction with the Board, the
Committee completed two robust assessments of the
significant risks facing the Company, including those that
would threaten its business model, future performance,
solvency or liquidity. This assessment included the
identification and discussion of principal and emerging
risks. The assessment process included engagements
with the SLT to support understanding, ownership and
accountability of enterprise‑wide risks across all layers
of the Company. For each of the principal risk categories,
the Board reviewed the risk strategies to ensure they
were still valid, and their associated risk appetites.
Internal Audit periodically presented its findings to the
Committee over delivery of the assurance plan, progress
of issues raised and their timely resolution. On occasions,
senior management representatives from the business
were also invited to attend the Committee to provide
updates on key matters such as the annual tax strategy
review and TCFD reporting.
1. We have been asked by the FRC to include the following statement regarding the inherent limitations of its review: “Our review is based on your annual
report and accounts and does not benefit from detailed knowledge of your business or an understanding of the underlying transactions entered into.
It is, however, conducted by staff of the FRC who have an understanding of the relevant legal and accounting framework. Our letters provide no
assurance that your annual report and accounts are correct in all material respects; the FRC’s role is not to verify the information provided to it but to
consider compliance with reporting requirements. Our letters are written on the basis that the FRC (which includes its officers, employees and agents)
accepts no liability for reliance on them by the company or any third party, including but not limited to investors and shareholders. We support
continuous improvement in the quality of corporate reporting and recognise that those with more detailed knowledge of your business, including
the company’s audit committee and auditors, may also have recommendations for future improvement, which we encourage you to consider.”
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 89
Audit Committee report continued
Internal controls and risk management continued
In addition, during the year the Committee received
reports from the principal independent reserves auditor
TRACS and reviewed the arrangements in place for
managing cyber risk relating to the Group’s critical
information systems.
All identified findings were assessed, with no indications
of fraud noted.
Based on the results of the annual effectiveness review
of risk management and internal control systems, the
Directors concluded that the system of internal controls
operated effectively throughout the financial year and up
to the date on which the financial statements were signed.
There were areas identified for improvement and the
Directors are confident that they are in the process of
being addressed.
Internal audit requirements
The Committee’s role is to consider how the Group’s
internal audit requirements are satisfied and make
relevant recommendations to the Board. Throughout
2024 the Committee requested and received reports
from management on its resource and budget planning
for the Internal Audit function in order to assess the
effectiveness of internal audit and satisfy itself that the
quality, experience and expertise of the function is
appropriate for the business. The level of internal resource
available to the function was in line with target throughout
the year. In addition, the Internal Audit function uses
external expertise for specialist reviews and the Committee
challenged management to ensure sufficient budget
was made available for additional external resource
where required.
During the year:
• The Committee reviewed and challenged the 2024
programme of internal audit work developed to address
both financial and overall risk management objectives
identified in the Group during the internal audit planning
phase. The 2024 programme included one project
carried forward from 2023 and 20 planned projects for
2024. The programme was subsequently adopted with
progress reported at the Committee’s meetings and
feedback provided. During the year four projects were
removed from the programme, two were consolidated
into existing projects and two additional projects were
added. These changes were driven by re‑assessments
of the Group’s priorities, changes in delivery of digital
projects and the results of completed audits. At the year
end, 15 projects had been completed and two were in
progress. Based on the nature of the audits completed,
the assurance performed by management, the
Committee’s subsequent assessment and the scale of
the business, the Committee believes an appropriate
level of assurance has been performed over the Group’s
internal control environment.
• Internal Audit reviews included a systematic programme
of audits of suppliers’ compliance with contractual
terms, with a focus on significant and high‑risk contracts.
• Detailed results from the internal audits were reported
to management, and in summary, to the Committee.
Where required, the Committee received full reports
and details on any key findings and received regular
reports on the status of the implementation of Internal
Audit recommendations.
• The Committee assessed the effectiveness of Internal
Audit through meeting with the Head of Internal Audit,
its review and assessment of the Internal Audit Plan and
the results of audits reported.
Speaking up procedure
In line with best practice and to ensure we operate to the
highest ethical standards, an independent whistleblowing
procedure was established in 2011 and operated throughout
2024. The procedure allows staff and third parties to
confidentially raise any concerns about business practices
and complements our internal reporting processes.
The Committee considers the whistleblowing procedures
to be appropriate for the size and scale of the Group.
The whistleblowing policy is included in the Code of
Ethical Conduct, which is available to all staff on our
intranet. Each member of staff is annually required to
complete an online awareness course to refresh their
knowledge of key provisions of the Code of Ethical
Conduct, which was included as a Group‑wide KPI.
The Committee receives from the Head of Ethics and
Compliance summaries of investigations of significant
known or suspected misconduct by third parties and
employees, including ongoing monitoring and updates
about internal investigations.
Review of Committee effectiveness
The Committee undertook a review of its effectiveness in
2024 with the results reported to the Board (see page 82).
I am pleased to confirm that the Committee was considered
to be operating effectively and in accordance with the
Code and the relevant guidance. The feedback provided
has been used to shape the Committee’s annual rolling
agenda for 2025.
Martin Greenslade
Chair of the Audit Committee
24 March 2025
Strategic report Corporate governance Financial statements Supplementary information
90 – Tullow Oil plc Annual Report and Accounts 2024
Safety and Sustainability
Committee report
“ The double materiality
assessment undertaken
during the year confirmed
that our approach to
sustainability addresses our
material economic, social
and environmental impacts.”
Mitchell Ingram
Chair of the Safety and Sustainability Committee
Key responsibilities
• Oversees implementation of the Company’s
strategic sustainability priorities.
• Monitors the implementation of the Company’s
environmental, health, security and asset
protection, and safety policies and reviews key
learnings from safety incidents.
• Reviews the Company’s approach to respecting
human rights and delivering shared prosperity,
including local content and social investment.
• Reviews the pathways to decarbonise the
Company’s operations, and the associated costs
and risks, and approves the timeframe in which
Tullow intends to achieve Net Zero.
2024 key activities
• Conducted in-depth reviews of safety performance,
safety incident investigations and safety practices.
• Reviewed the double materiality assessment process
and outcomes and approved the Group’s
sustainability approach.
• Assessed progress of Net Zero 2030 commitment,
including the nature-based offset solution in Ghana.
• Reviewed and approved the development of our
nature ambition.
2025 priorities
• Continue to oversee safety performance.
• Continue to monitor delivery of Net Zero 2030
commitment and progress of the nature-based offset
solution in Ghana.
• Monitor the implementation of the nature and
biodiversity improvement roadmap including disclosures
against TNFD.
Allocation of Safety and Sustainability
Committee time
1
(%)
Activity
Health and safety
performance
Environmental
(sustainability performance
and KPI reviews)
Operational risk
Governance
1. Percentages are approximate.
51%
36%
10%
3%
Committee membership, meetings
and attendance
The table below sets out the number of scheduled
meetings attended out of the meetings members
were eligible to attend.
Director
Scheduled
meeting
attendance
Mitchell Ingram 5/5
Genevieve Sangudi 5/5
Sheila Khama 5/5
Rebecca Wiles 5/5
The Director of People and Sustainability and the Ghana
Managing Director are invited to attend each meeting of
the Committee and participated in all of the meetings
during 2024. The Climate Change Manager, Group Shared
Prosperity Manager, Group Sustainability Manager and
the Group EHS Manager also attend meetings of the
Committee by invitation and were present at most of the
meetings during the year. The Committee is supported
by the Company Secretary.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 91
Safety and Sustainability Committee report continued
Dear shareholder
Overview
The Committee oversees our sustainability approach,
which was simplified in 2024 to focus on three interrelated
sustainability themes: Caring for people, Achieving Net Zero
and Respecting the environment. This simplified approach
takes account of the double materiality assessment
completed during the year and recognises the predominant
sustainability issues which are important to our business
and our stakeholders. The updated approach enables a
clearer alignment of our priorities and better supports
effective target setting.
Role and responsibilities
The Committee’s key responsibilities are set out on the
previous page and the Committee’s terms of reference,
which set out its full remit, are available at www.tullowoil.com/
about-us/corporate-governance/board-committees.
Committee membership, meetings
and attendance
The Committee’s members are listed on the previous page
together with information about the number of scheduled
meetings held during the year and each Director’s meeting
attendance. In 2024, the Committee again met each
quarter, supporting the advancement of sustainability
programmes and performance across all key areas.
Committee activities
At each meeting, the Committee reviews performance
against all sustainability KPIs which form part of the
Group’s scorecard (see page 101), including the ways
in which sustainability is embedded across all business
activities and decision making.
The Committee evaluated and agreed the Group’s
sustainability disclosures, including the annual Sustainability
Report and its TCFD statement (see pages 41 to 49).
During the year the Committee also considered the
matters below.
Sustainability approach and double materiality
assessment (DMA)
The Committee considered and approved the DMA
process, which it agreed was necessary to confirm the
most important issues for the Group and its stakeholders.
The Committee provided input at different stages of the
process, concurred with the outcomes and approved the
simplified approach.
Safe operations and asset integrity
In 2024, the Committee dedicated significant time to
undertake in-depth reviews and discussions of personal
and process safety and asset integrity performance. The
Committee reviewed all notable safety events including
one recordable injury, two Tier 1 LOPCs, one Tier 2 LOPC
and eight high potential incidents as well as high potential
near misses.
In March 2024, the Committee and the Board were deeply
saddened by the tragic event that occurred at the Becuna
platform. Whilst Tullow is a non-operator of the Becuna
Platform, the Board sought, where possible, to provide
support, in particular with arrangements for the families
affected by the fatalities. The Board also insisted on receiving
updates on the findings of the incident investigation and
a thorough assessment and implementation of all
lessons learned.
Also, the Committee reviewed the asset integrity scorecard,
progress against the strategy for FPSO maintenance and
scopes of work for the planned shutdown in 2025.
Achieving Net Zero
During the year the Committee regularly discussed the
plans to deliver our Net Zero by 2030 strategy, and the
interim goal of eliminating routine flaring by 2025. As part
of these discussions the Committee reviewed progress
updates on the implementation of modifications at Jubilee
and TEN fields.
Additionally, the Committee followed the progress of our
collaboration with the Ghana Forestry Commission in a
nature-based project, and welcomed the signing of the
Emissions Reduction Purchase Agreement (see page 37).
This important project will seek to offset more than
600,000 tonnes of carbon emissions per year, representing
100% of Tullow’s residual hard-to-abate emissions.
Respecting the environment
The Committee continued to monitor the significant
progress being made to advance our approach to
biodiversity and ocean health and noted a number of key
milestones, including the completion of a nature baseline
assessment of our operational and non-operational assets
across Ghana, Kenya, Gabon and Côte d’Ivoire including
our supply chain.
The Committee further considered the Group’s plan to
support the Kunming-Montreal Global Biodiversity
Framework, which sets ambitious goals to halt and reverse
biodiversity loss (see page 40).
Caring for people
The Committee reviewed progress on the implementation
of our human rights roadmap and the socio-economic
initiatives ongoing in our host communities (see pages 30
to 34), focusing on ensuring self-sustainable long-term
positive outcomes for the communities and supplier
development.
Additionally, the Committee supported changes to Group’s
Human Rights Policy Statement.
Review of Committee effectiveness
The Committee undertook a review of its effectiveness in
2024, with the results reported to the Board (see page 82).
I am pleased to confirm that the Committee was considered
to be operating effectively and in accordance with the
Code and the relevant guidance. The feedback provided
has been used to shape the Committee’s annual rolling
agenda for 2025.
Mitchell Ingram
Chair of the Safety and Sustainability Committee
24 March 2025
Strategic report Corporate governance Financial statements Supplementary information
92 – Tullow Oil plc Annual Report and Accounts 2024
Remuneration report
“ The Remuneration Committee
ensures that rewards and
incentives closely align with
the Company’s purpose,
strategy and the delivery of
long-term value for shareholders
and other stakeholders.”
Genevieve Sangudi
Chair of the Remuneration Committee
Key responsibilities
• Ensures Executive Directors and the SLT are
rewarded for promoting the long-term sustainable
success of the Company and delivering on
its strategy.
• Reviews the remuneration arrangements for the
wider workforce.
2024 key activities
• Set an appropriately stretching set of key
performance metrics for the 2024 KPI scorecard.
• Monitored progress against the 2024 KPI scorecard.
• Reviewed feedback received from shareholders at
the 2024 AGM.
• Reviewed changes in remuneration-related
guidance, shareholder policies and
governance matters.
• Reviewed the remuneration arrangements, including
benchmarking of total remuneration for the Executive
Directors and SLT and reviewed the implementation
of the revised pay philosophy and principles for the
wider workforce.
• Reviewed the remuneration arrangements for the CEO
following the announcement that he was stepping down
from the role.
• Reviewed the Committee’s performance and terms
of reference.
• Reviewed draft KPIs for 2025 to align with our strategy
and culture.
2025 priorities
• Monitor progress against the 2025 KPI scorecard.
• Review alignment of remuneration arrangements across
the workforce to ensure fair and consistent reward
based on performance.
• Review the 2023 Remuneration Policy to determine
its effectiveness on driving organisational performance
and consider any changes that may be proposed for
shareholder approval at the 2026 AGM.
Allocation of Remuneration Committee time
1
(%)
Activity
Executive and
senior management
remuneration
Wider workforce pay
and conditions
Remuneration Policy
Remuneration
reporting and
corporate governance
Scorecard performance review
1. Percentages are approximate.
Committee membership, meetings and attendance
The table below sets out the number of meetings attended
out of the meetings members were eligible to attend.
Director
Scheduled
meeting
attendance
Genevieve Sangudi 4/4
Mitchell Ingram 4/4
Martin Greenslade 4/4
Roald Goethe 4/4
The CEO, Director of People and Sustainability and the
Head of Reward attend Committee meetings to provide
business context and performance updates and from
time-to-time other members of the SLT will also be invited to
attend. However, no member of the SLT is present when their
own remuneration is determined. The Committee is advised
by the Head of Reward on SLT remuneration arrangements.
The Company Secretary acts as Secretary to the Committee.
40%
14%
7%
24%
14%
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 93
Annual statement on remuneration
Dear shareholder
On behalf of the Board, I am presenting the Remuneration
Committee’s report for 2024 on Directors’ remuneration.
The report is divided into three main sections:
• This Annual Statement, which contains a summary of
performance and pay for 2024, the Committee’s activities
during the year, and the proposed implementation of the
Directors’ Remuneration Policy (Policy) for 2025.
• The 2024 Annual Report on Remuneration, which provides
details of the remuneration earned by Directors in the year
ended 31 December 2024 and how the Policy will be
operated in 2025.
• A summary of the Policy, which was formally approved
by the shareholders at the 2023 AGM.
2024 performance context
In 2024 we made good progress against our strategic and
operational objectives. $156 million of free cash flow was
generated and, despite lower production at our key asset,
through continued focus on cost reductions and efficiencies,
we continued to deleverage the business. Additionally our
strong safety performance continued during the year with a
total recordable injury rate of 0.21.
2024 full-year production was 61.2 kboepd (2023: 62.7 boepd)
generating revenue of $1,535 million (2023: $1,634 million);
gross profit of $754 million (2023: $765 million); and a profit
after tax of $55 million (2023: loss after tax of $110 million).
We are pleased with the commitment and dedication of the
whole Tullow team. Their efforts in further strengthening
Tullow’s foundations positions us well to create lasting
economic and social value for all of our stakeholders.
Summary of Executive Director
remuneration for 2024
As set out in the Policy, 2024 was the second and final
transitionary year as we move from the Tullow Incentive Plan
(TIP) to separate annual bonus and LTIP awards. Rahul Dhir’s
2024 variable pay was therefore earned under the TIP,
whereas Richard Miller, due to his appointment as CFO
in January 2023, was eligible for an annual bonus.
Following the end of the year, the Committee reviewed the
performance achieved against the corporate scorecard,
that includes a number of financial and non-financial key
performance indicators (KPIs), to determine the annual
bonus awards. For TIP awards the scorecard also included
a 50% element based on relative TSR over the three-year
period from 1 January 2022 to 31 December 2024.
As part of its deliberations about the scorecard outcomes, the
Committee took into account recommendations made by
the Executive Directors and the SLT that the Committee
should exercise its discretion and reduce the outcomes for
the Executive Directors and the SLT. The Committee agreed
that it should exercise discretion, and to ensure alignment
between the Company's overall performance and the in-year
shareholder experience, it decided to adjust downwards the
scorecard outcomes to be applied to the Executive Directors
and the SLT. Details of the scorecard outcomes and the
discretion applied are set out on pages 99 to 102.
Based on this assessment, the Committee awarded Rahul Dhir
a TIP award of 69% of salary (17.25% of the maximum 400% of
salary potential). In line with the Policy, 50% of the TIP award
is paid in cash (subject to a maximum of 200% of salary), with
the remaining 50% deferred into shares.
Based on performance against the annual KPIs, the
Committee awarded an annual bonus to Richard Miller
of 51.75% of salary (34.5% of the maximum 150% of salary
opportunity). In line with the Policy, one-third of the bonus
earned will be deferred into shares for a period of three years.
In accordance with the Policy, both Rahul Dhir and Richard
Miller were granted LTIP awards in March 2024, which are
subject to performance over the three years from 1 January
2024 to 31 December 2026. Details of these awards can be
found on page 106.
2024 salary increases
As disclosed in the 2023 Annual Report, annual salary
increases took effect from 1 April 2024. During the year the
Committee undertook a comprehensive review of market
positioning of Rahul Dhir’s remuneration versus global oil and
gas exploration and production peer companies of similar
financial size to Tullow, as well as FTSE-listed companies
with a similar enterprise value to Tullow. It was identified that
despite the April 2024 increase, Rahul's base salary and total
remuneration opportunity was not appropriately positioned
against these benchmarks, as noted in the charts on the
following page.
As a result of this exercise, and taking into account the
financial and operational progress in recent years, the
Committee decided to increase the CEO’s salary to
£725,000 with effect from 1 September 2024.
Remuneration report continued
Strategic report Corporate governance Financial statements Supplementary information
94 – Tullow Oil plc Annual Report and Accounts 2024
Maximum CEO remuneration opportunity
– Global E&P peers
1
CEO base salary positioning versus FTSE‑listed
companies of similar enterprise value (median
enterprise value of £2.8 billion, Tullow enterprise
value of £2.9 billion)
1. Global E&P peers: Africa Oil, Capricorn Energy, Diversified Energy, Energean, Enquest, Genel Energy, Harbour Energy, Ithaca Energy, Kosmos Energy,
Maurel and Prom, Pharos Energy and Seplat Energy.
£0k
£200k
£400k
£600k
£800k
£1,000k
Upper quartile
Median quartile
Lower quartile
£0bn £0.5bn £1bn £1.5bn £2bn £2.5bn £3bn £3.5bn £4bn £4.5bn £5bn
Key:
Peer companies Rahul Dhir – 1 April 2024 salary Rahul Dhir – 1 September 2024 salary
CEO maximum remuneration opportunity
£8m
£7m
£6m
£5m
£4m
£3m
£2m
£1m
£0m
Enterprise value
Remuneration arrangements for the wider workforce
During 2024 the Committee continued to consider the alignment of remuneration arrangements across the workforce,
ensuring all employees are rewarded fairly and consistently for their contribution to the overall Company performance.
Employee engagement
During the year, members of the Committee met with the Tullow Advisory Panel (TAP), a staff panel which collectively
represents Tullow’s global workforce. These meetings provided an opportunity to gather feedback from employees
to help shape decisions with regard to the ongoing development of Tullow’s Employee Value Proposition. On behalf
of the Committee I would like to thank TAP members and other employees for their input to the Board’s discussions.
Review of Committee effectiveness
During the year the Committee undertook a review of its effectiveness in 2024, with the results reported to the Board
(see page 82). I am pleased to confirm that the Committee was considered to be operating effectively and in accordance
with the Code and relevant guidance. The feedback provided has been used to shape the Committee’s annual rolling
agenda for 2025.
Summary of Executive Director remuneration for 2025
In February 2025, Rahul Dhir stepped down as Chief Executive Officer, and Richard Miller, Chief Financial Officer, was
appointed as Interim Chief Executive Officer. The search for a new Chief Executive Officer is ongoing. Details of Rahul
Dhir's remuneration arrangements in relation to his departure are set out on page 98.
In early 2025, the Committee reviewed the salary levels for the Executive Directors. In recognition of his appointment
to the Interim CEO role, Richard Miller has been awarded an allowance of £10,000 per month effective 14 February 2025
for the duration of the role.
For 2025 Richard Miller will participate in the annual bonus plan, with performance based on the annual KPI scorecard.
This will continue to focus on safety, financial performance, production, business plan implementation, embedding
sustainability, unlocking value and leadership effectiveness. We believe all targets to be suitably challenging.
LTIP awards will be made to Richard Miller in 2025, and will continue to be based on 50% of relative TSR and 50% of
absolute TSR performance assessed over the three years from 1 January 2025. Details can be found on page 108.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 95
Executive remuneration at a glance
Assessment of TIP awards
Assessment of annual bonus awards
Safety Financial performance Production Business plan implementation Sustainability
Unlocking value Leadership effectiveness Total Shareholder Return
100%0% 10% 20% 30% 40% 50% 60% 70% 80%
90%
Target
%
Target
100%
Achieved
24.88%
Achieved
%
100%
0% 10% 20% 30% 40% 50% 60% 70% 80%
90%
Target
%
Target
100%
Achieved
49.76%
Achieved
%
Remuneration report continued
Annual statement on remuneration continued
Looking ahead
We are committed to ensuring that our remuneration framework supports our strategy and the creation of sustainable
long-term value.
We are not proposing any changes to the Policy approved in 2023. During 2025, in line with the normal three-year Policy
cycle, the Committee will review the current Policy and determine whether any changes are required from 2026 onwards.
As part of this process, we will take into account the views of our shareholders.
On behalf of the Committee, I reiterate my thanks to shareholders for their support of the Directors’ Remuneration report
at the 2024 AGM, and I look forward to your continued support over the coming year. If you have any comments or
questions on any element of the report, please contact me via our Company Secretary, Adam Holland, at
companysecretary@tullowoil.com.
Genevieve Sangudi
Chair of the Remuneration Committee
24 March 2025
3.0
%
1.5
%
10
%
2.4
%
1.2
%
5
%
5
%
5
%
7.5
%
3.8
%
7.5
%
50
%
15
%
10
%
20
%
15
%
10
%
20
%
10
%
12.8
%
6.4
%
7.5
%
9.4
%
4.7
%
9.6
%
4.8
%
10
%
5.1
%
2.6
%
Strategic report Corporate governance Financial statements Supplementary information
96 – Tullow Oil plc Annual Report and Accounts 2024
Annual Report on Remuneration
Directors’ remuneration (audited)
The remuneration of the Directors for the year ended 31 December 2024 payable by Group companies in respect
of qualifying services and comparative figures for 2023 are shown in the table below:
Fixed pay Tullow Incentive Plan Annual Bonus Plan
Total
£
Total
fixed
pay
£
Total
variable
pay
£
Salary
fees
1
£
Pensions
2
£
Taxable
benefits
3
£
TIP cash
£
Deferred
TIP shares
4
£
Cash
bonus
£
Deferred
shares
4
£
Executive Directors
Rahul Dhir 2024 661,142 99,171 24,610 250,125 250,125 – – 1,285,173 784,923 500,250
2023 613,150 91,972 28,284 327,752 327,752 – – 1,388,910 733,406 655,504
Richard
Miller
2024 391,500 39,150 14,952 – – 138,000 69,000 652,602 445,602 207,000
2023 366,000 36,600 11,002 – – 193,980 96,990 704,572 413,602 290,970
Subtotal
2024 2024
1,052,642
138,321 39,562 250,125 250,125 138,000 69,000 1,937,775 1,230,525 707,250
Subtotal
2023 2023 979,150 128,572 39,286 327,752 327,752 193,980 96,990 2,093,482 1,147,008 946,474
Non‑Executive Directors
Mike Daly
5
2024 n/a n/a n/a – – – – n/a n/a n/a
2023 27,083 – 3,706 – – – – 30,789 30,789 n/a
Genevieve
Sangudi
2024 80,000 – 8,127 – – – – 88,127 88,127 n/a
2023 80,000 – 7,417 – – – – 87,417 87,417 n/a
Sheila
Khama
2024 65,000 – 9,275 – – – – 74,275 74,275 n/a
2023 65,000 – 8,414 – – – – 73,414 73,414 n/a
Martin
Greenslade
6
2024 100,000 – 48,649 – – – – 148,649 148,649 n/a
2023 100,000 – 3,190 – – – – 103,190 103,190 n/a
Roald
Goethe
7
2024 65,000 – 3,606 – – – – 68,606 68,606 n/a
2023 54,667 – 3,358 – – – – 58,025 58,025 n/a
Rebecca
Wiles
8
2024 65,000 – 5,201 – – – – 70,201 70,201 n/a
2023 33,750 – 3,267 – – – – 37,017 37,017 n/a
Mitchell
Ingram
2024 80,000 – 5,415 – – – – 85,415 85,415 n/a
2023 80,000 – 2,902 – – – – 82,902 82,902 n/a
Phuthuma
Nhleko
2024 300,000 – 35,284 – – – – 335,284 335,284 n/a
2023 300,000 – 45,260 – – – – 345,260 345,260 n/a
Subtotal
2024 2024 755,000 – 115,557 – – – – 870,557 870,557 n/a
Subtotal
2023 2023 740,500 – 77,514 – – – – 818,014 818,014 n/a
Total 2024
1,807,642
138,321 155,119 250,125 250,125 138,000 69,000
2,808,332 2,101,082
707,250
Total
(includes
former
Directors) 2023 1,719,650 128,572 116,800 327,752 327,752 193,980 96,990 2,911,496 1,965,022 946,474
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. Pension benefits
for Executive Directors are workforce aligned. Rahul Dhir receives cash in lieu of pension contribution. Richard Miller receives a partial employer
contribution towards the regular company pension plan with the balance paid as cash in lieu.
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 Non-Executive Directors 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 and annual bonus awards required to be deferred into shares.
5. Mike Daly retired from the Board on 24 May 2023.
6. Increase in taxable benefits for Martin Greenslade is due to increased travel and subsistence.
7. Roald Goethe was appointed Non-Executive Director effective 24 February 2023.
8. Rebecca Wiles was appointed Non-Executive Director effective 28 June 2023.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 97
Annual Report on Remuneration continued
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.
Changes to the Board
On 5 December 2024 it was announced that Rahul Dhir intended to step down as CEO and leave Tullow. He commenced
garden leave on 14 February 2025 and will leave the Company on 5 June 2025 (Departure Date). The remuneration
arrangements on departure for Rahul Dhir are set out below.
Salary and benefits
Up to the Departure Date, Rahul will receive his normal salary and benefits. As Rahul will remain employed for the duration
of his notice period, he will not receive any payment in lieu of notice. He will be paid in lieu for any accrued but untaken
holiday at the Departure Date.
Tullow annual bonus plan
Rahul will be eligible for a bonus under the Tullow Annual Bonus Plan in respect of the financial year ending 31 December 2025,
subject to the achievement of performance conditions. Any such bonus will be pro-rated for the period from 1 January 2025
until 14 February 2025 and paid in 2026, following the assessment of the 2025 performance year. Details of any bonus
payment made will be disclosed in the 2025 Directors’ Remuneration report.
Tullow incentive arrangements
Rahul will be treated as a good leaver in respect of his unvested awards under the TIP, the Tullow Executive Share Plan
(ESP) and under his Buyout Awards Agreement. As such:
• Awards under the TIP will vest in full on the Departure Date.
• Awards under the ESP will vest on their normal vesting date(s), subject to the achievement of the applicable performance
metrics and a reduction for time pro-rating to reflect the period elapsed from the applicable grant date to the
Departure Date.
• Awards under the Buyout Awards Agreement will vest in full on 1 July 2025.
• All awards will remain subject to the rules of the relevant plan, including with respect to any applicable malus and
clawback terms.
• The vesting of the relevant awards will be disclosed in the relevant Directors’ Remuneration report in due course.
• Rahul Dhir is not eligible for a 2025 LTIP award.
Shareholding guidelines
In line with the Directors’ Remuneration Policy, Rahul will be required to continue to comply with the Company’s
shareholding guideline of 200% of base salary until 13 February 2027 (two years following stepping down as an
Executive Director).
Other payments
The Company paid £10,000 plus VAT direct to Rahul’s legal advisers, towards the legal fees incurred by him in connection
with the termination of his employment. The Company will also pay up to £60,000 plus VAT towards the cost of
outplacement counselling services.
Payments to past Directors
No payments were made to past Directors in 2024.
Payments for loss of office
No payments for loss of office were made to past Directors in 2024.
Remuneration report continued
Strategic report Corporate governance Financial statements Supplementary information
98 – Tullow Oil plc Annual Report and Accounts 2024
Determination of TIP and annual bonus awards based on performance to 31 December 2024 (audited)
We measure performance using a corporate scorecard that includes a number of financial and non-financial KPIs. The
corporate scorecard is central to our performance management approach and the 2024 metrics were agreed with the
Board and focus on targets that were deemed important for the year. Each KPI has a percentage weighting and financial
indicators have trigger, base and stretch performance targets.
For Rahul Dhir, in relation to his participation in the TIP, an additional TSR metric was included, which represents a
weighting of 50% of the total award.
Progress against the corporate scorecard is tracked during the year to assess performance against strategy. Following the
end of the 2024 financial year, the formulaic corporate scorecard outturn was 49.76% of the maximum for annual bonus
award and the workforce and 24.88% for the TIP taking into account the additional TSR metric. The Committee reviewed
this outcome in the context of the overall performance of the Company and the in-year shareholder experience and decided
to apply discretion to reduce the scorecard outcome for Executive Directors and SLT members to 34.5% for annual bonus
awards (17.25% for TIP awards).
Details of variable pay earned in the year
Details of the performance targets and performance against those targets are as follows:
Performance
metric Performance
% of TIP
award
(% of salary
maximum)
Actual
TIP award
Rahul Dhir
% of
annual
bonus
award
(% of
salary
maximum)
Actual
annual
bonus
award
Richard
Miller
Safety
Measure of Total
Recordable
Incident Rate
(TRIR) and Loss
of Primary
Containment
(LOPC) Tier 1 & 2
as per IOGP
Health and safety of our staff and everyone who is associated with
our operations.
7.5%
(30%)
3.75%
(15%)
15%
(22.5%)
7.5%
(11.25%)
Trigger Base Stretch
2024
Performance
TRIR as per IOGP 0.65 0.43 0.22 0.21
Payout 30% 70% 100% 100%
Trigger Base Stretch
2024
Performance
Number of LOPC
Tier 1 & 2 as per IOGP
Tier 1: 0
Tier 2: 2
Tier 1: 0
Tier 2: 1
Tier 1: 0
Tier 2: 0
Tier 1: 2
Tier 2: 1
Payout 20% 50% 100% 0%
In 2024 there was one recordable injury (versus one in 2023) and two
process safety events related to Loss of Primary Containment (LOPC)
at Tier 1. There was one Tier 2 LOPC recorded in 2024.
Financial
performance
Key value driver for our business and the delivery of this KPI is driven
by how effectively we are deploying out strict cost framework and our
progress in achieving capital efficiency.
5%
(20%)
1.18%
(4.72%)
10%
(15%)
2.36%
(3.54%)
Trigger Base Stretch
2024
Performance
Operating cash flow
(OCF) ($m) 521 579 637 526
Payout 20% 50% 100% 23%
Trigger Base Stretch
2024
Performance
Gearing 1.3x 1.1x 1.0x 1.26
Payout 20% 50% 100% 25%
Normalised operating cash flow of $526 million (from our absolute
OCF of $668 million) is between our trigger and base targets.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 99
Performance
metric Performance
% of TIP
award
(% of salary
maximum)
Actual
TIP award
Rahul Dhir
% of
annual
bonus
award
(% of
salary
maximum)
Actual
annual
bonus
award
Richard
Miller
Production
Targets related
to oil production
and vessel
efficiency
Trigger Base Stretch
2024
Performance
10%
(40%)
1.51%
(7.80%)
20%
(30%)
3.01%
(5.85%)
Group production
(kbopd) 57 59.7 62.5 54.7
Payout 40% 85% 100% 0%
Trigger Base Stretch
2024
Performance
Jubilee production
efficiency (%) 94% 95% 96% 83%
Payout 20% 50% 100% 0%
Trigger Base Stretch
2024
Performance
Jubilee water
injection efficiency
(% of uptime) 74% 86% 90% 76%
Payout 20% 50% 100% 25%
Trigger Base Stretch
2024
Performance
TEN production
efficiency (%) 95% 97% 98% 100%
Payout 20% 50% 100% 100%
The percentage of the award which is payable for the Base level of
performance differs for each measure to reflect the relative challenge
associated with each performance target.
Oil production of 54.7 kbopd for 2024 was below the Trigger target
due to the Jubilee production being below expectations. This was
primarily due to underperformance of the J-69P well and periods of
reduced water injection due to power outages.
Business plan
implementation
Trigger Base Stretch
2024
Performance
Budget
Adherence
1
Actual capex/
decom spent vs
Budget amount
for work delivered
Mid x 1.1 295 x Work
Completed
(%)
Mid x 0.9 273
Payout 20% 50% 100% 78%
Trigger Base Stretch
2024
Performance
Adherence to
work programme
2
90% 95% 100% 100%
Payout 20% 50% 100% 100%
In 2024 we delivered 100% of the planned activity for the year.
Deferral of activity in our Gabon non-operated business and Ghana
operated assets was replaced by accelerated Mauritanian
decommissioning operations.
Drilling efficiencies enabled the Jubilee 2024 wells to be drilled below
Budget. Additionally, the decommissioning operations in Mauritania
were also delivered significantly under Budget.
7.5%
(30%)
6.39%
(25.56%)
15%
(22.5%)
12.78%
(19.17%)
Remuneration report continued
Annual Report on Remuneration continued
Details of variable pay earned in the year continued
Strategic report Corporate governance Financial statements Supplementary information
100 – Tullow Oil plc Annual Report and Accounts 2024
Performance
metric Performance
% of TIP
award
(% of salary
maximum)
Actual
TIP award
Rahul Dhir
% of
annual
bonus
award
(% of
salary
maximum)
Actual
annual
bonus
award
Richard
Miller
Sustainability
Embed
sustainability
across the
organisation
In 2024, we progressed our Net Zero plan by implementing process
improvements as part of the engineering roadmap to eliminate
routine flaring on TEN and Jubilee. We took the Final Investment
Decision on our nature-based carbon offset project with the Ghana
Forestry Commission, securing future investment over the next 10
years. During the year, we completed a double materiality assessment
that identified the most material sustainability-related topics of the
business that impact the environment and society and the impact of
these factors on our business to ensure we are focused on the right
things. The material topics can grouped in three core themes: people,
climate and nature. We continued our social economic investments
in our host countries, with a focus on enhancing employability
through supporting education and enterprise. Working with our
partners in Ghana, we supported more than 3,680 beneficiaries
through our Fisherman’s Anchor project, launched Tullow Agriventures
that aims to create 6,000 jobs over five years and also launched the
Tullow Supplier Access to Finance Initiative to support small business
development in Ghana. We set a new nature No Net Loss ambition,
moving beyond Do No Harm. Having carried out a full Locate,
Evaluate, Assess and Prepare assessment, we are publishing a
Taskforce on Nature-related Financial Disclosures for the first time.
Internally we continued with an active wellbeing programme,
supported professional development and fostered an organisation
where colleagues are motivated to live our values and create a culture
of continuous improvement. Our employee survey had an 80%
engagement score and a 70% positive response rate.
5%
(20%)
4.69%
(18.76%)
10%
(15%)
9.38%
(14.07%)
Unlocking
value
2
Progress in 2024 against the seven critical actions:
1. Deliver new assets to the portfolio: Engagements to secure a
strategic partner for the development project in Kenya are ongoing.
Business development efforts through the year have been
extensive in identifying potential value-adding assets to the Group.
2. Manage GRA exposure to agreed ways forward: Successful
outcome achieved in the BPRT arbitration.
3. Create increase in Jubilee value through Next Phase of Growth:
Interim GSA extended to Q4 25.
4. Optimise TEN asset value: Business Plan updates on the TEN
asset during 2024 have underpinned the increased 2P reserves
and valuation.
5. Deleveraging and positioning for future refinancing: In November
2024 we successfully extended our revolving credit facility to the
end of June 2025.
6. Optimise non-operated and exploration portfolio: The Gabon
non-operated portfolio 2P/2C value has increased during 2024
largely due to resource addition in Echira and Simba fields.
7. Deliver Digital Roadmap: The 2024 digital projects have
delivered greater than targeted benefits in terms of value
and productivity gains.
10%
(40%)
4.82%
(19.26%)
20%
(30%)
9.63%
(14.45%)
Leadership
effectiveness
The Board made a judgement on the performance of the SLT over the
year. It considered several factors, including the strength and
cohesiveness of the SLT, a clear strategy being set and understood
across the organisation, a fully engaged workforce and the business
being positioned for sustainable success. Supported by the hard work
and dedication of the entire Tullow team, the SLT worked cohesively
to ensure continued operational delivery. The SLT also progressed
activities to position the organisation for future sustainable success
by unlocking value in the identified critical areas. This resulted in a
score of 5.1%.
5%
(20%)
2.55%
(10.20%)
10%
(15%)
5.1%
(7.65%)
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 101
Performance
metric Performance
% of TIP
award
(% of salary
maximum)
Actual
TIP award
Rahul Dhir
% of
annual
bonus
award
(% of
salary
maximum)
Actual
annual
bonus
award
Richard
Miller
Relative Total
Shareholder
Return (TSR)³
Performance against a bespoke group of listed exploration and
production companies measured from 1 January 2022 to 31
December 2024. 25% is payable at median, increasing to 100%
payable at upper quartile. Tullow placed below median.
50%
(200%)
0%
(0%)
N/A N/A
Formulaic total 100%
(400%)
24.88%
(99.5%)
100%
(150%)
49.76%
(74.6%)
Total (following discretion) 100%
(400%)
17.25%
(69.0%)
100%
(150%)
34.5%
(51.75%)
1. This is defined as percentage of work programme delivered, assessing Capex efficiency and performance against preset objectives and milestones.
2. Overall achievement is defined at percentage of work programme achieved.
3. The TSR comparator group for the 2024 TIP award was as follows: Africa Oil, BW Energy, Capricorn Energy, Diversified Energy Co., Energean, EnQuest,
Harbour Energy, Kosmos Energy, Maurel and Prom, Pharos Energy and Seplat Energy (NSA).
Discretion applied to the scorecard outcomes
Following the Committee’s review of the scorecard outcomes at its meeting in late February 2025, the Executive Directors
and SLT recommended to the Committee that it should exercise its discretion and reduce the outcomes for the
Executive Directors and members of the SLT. The Committee, as part of its deliberations, considered the
recommendation and, to ensure alignment between the Company's overall performance and the in-year shareholder
experience, adjusted downwards the scorecard outcomes to be applied to the Executive Directors and the SLT. As a
result, the total scorecard outcome for the Executive Directors and the SLT was 34.5%.
TIP outcomes
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 participating in TIP.
Director Cash TIP Deferred TIP
Rahul Dhir £250,125 £250,125
Annual bonus outcomes
In line with the Policy, the annual bonus outcomes are divided two-thirds in cash and one-third in deferred shares.
Deferred shares are normally subject to deferral until the third anniversary of grant, normally subject to continued service.
The table below shows the values for the Executive Directors participating in the Annual Bonus plan.
Director
Cash annual
bonus
Deferred
annual
bonus
Richard Miller £138,000 £69,000
UK SIP shares awarded in 2024 (audited)
The UK SIP is a tax-favoured all-employee plan that enables UK employees to save out of pre-tax salary. Quarterly
contributions are used by the plan trustee to buy Tullow Oil plc shares (partnership shares). The Group funds an award
of an equal number of shares (matching shares). The current maximum contribution is £150 per month. Shares held in the
plan for five years will be free of income tax and national insurance, as well as capital gains tax if retained in the plan until
sold. Details of shares purchased and awarded to Executive Directors under the UK SIP are as follows:
Director
Shares
held 01.01.24
Partnership
shares
acquired
in year
Matching
shares
awarded
in year
Total shares
held 31.12.24
(including
dividend
shares)
Dividend
shares
acquired
in the year
SIP shares that
became
unrestricted
in year
1
Total
unrestricted
shares held at
31.12.24
Richard Miller 17,963 – – 17,963 – 1,518 9,073
1. Unrestricted shares (which are included in the total shares held at 31 December 2024) are those which no longer attract a tax liability if they are
withdrawn from the plan; they include all types of shares including partnership, matching and dividend shares.
Remuneration report continued
Annual Report on Remuneration continued
Details of variable pay earned in the year continued
Strategic report Corporate governance Financial statements Supplementary information
102 – Tullow Oil plc Annual Report and Accounts 2024
Executive Director and Non‑Executive Director terms of appointment
Director
Year
appointed
Number of
complete
years on
the Board
1
Date of
current
engagement
commenced
Expiry of
current
term
Rahul Dhir 2020 4 01.07.20 14.02.25
Richard Miller 2023 2 01.01.23 n/a
Phuthuma Nhleko 2021 3 24.10.24 24.10.27
Martin Greenslade 2019 5 31.10.24 31.10.27
Sheila Khama 2019 5 26.04.19 26.04.25
Mitchell Ingram 2020 4 09.09.20 09.09.26
Genevieve Sangudi 2019 5 26.04.19 25.04.25
Rebecca Wiles 2023 1 28.06.23 27.06.26
Roald Goethe 2023 1 24.02.23 23.02.26
1. Complete number of years is calculated between the original appointment to the Board to the end of the current financial year.
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 their appointment.
The details of the service contracts of the Executive Directors and the letters of appointment of the Non-Executive
Directors are available for inspection at the Company’s registered office.
CEO – total pay versus TSR
For 2024 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 2024.
2014 2015 2016 2017 2018 2019 2020 2024
2022 2023
2021 2014 2015 2016 2017 2018 2019 202420232021 20222020
Return index
CEO total pay
Tullow
FTSE 250
120
Total shareholder return CEO – Total pay versus RI
200
CEO pay £000Return index
100
80
40
20
0
150
50
100
0
0
500
1000
1500
2000
2500
3000
3500
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 103
Annual Report on Remuneration continued
Comparison of overall performance and pay
The Committee has chosen to compare the TSR of the Company’s ordinary shares against the FTSE 250 index; whilst the
Company was placed outside the index for the majority of 2024, 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 2015 to 2024 from a £100 hypothetical holding of ordinary shares in Tullow Oil plc and in the index.
The total remuneration figures for the CEO 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 (2015 to 2024). TIP awards based on the
performance period ending in the relevant year (2015 to 2024). The annual bonus payout and TIP award, as a percentage
of the maximum opportunity, are also shown for each of these years.
Year ending in
Aidan Heavey
1
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Total
remuneration £2,835,709 £2,893,232 £1,717,276 – – – – – – –
Annual bonus – – – – – – – – – –
TIP 38% 39% 40% – – – – – – –
Year ending in
Paul McDade
2
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Total
remuneration n/a n/a £1,416,281 £2,759,684 £986,706 – – – – –
TIP n/a n/a 40% 60.3% 0% – – – – –
Year ending in
Dorothy
Thompson
3
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Total
remuneration n/a n/a n/a n/a 37,704 418,452 n/a n/a – –
Year ending in
Rahul Dhir
4
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Total
remuneration n/a n/a n/a n/a n/a £686,519 £1,860,806 £1,419,400
£1,388,910 £1,285,173
TIP n/a n/a n/a n/a n/a 20% 51.2% 30% 26.5% 17.25%
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.
Remuneration report continued
Strategic report Corporate governance Financial statements Supplementary information
104 – Tullow Oil plc Annual Report and Accounts 2024
Additional statutory information – percentage change in remuneration for Executive and
Non‑Executive Directors
The table below shows the percentage change in each of the Directors’ total remuneration (for Executive Directors
excluding the value of any pension benefits receivable in the year) between the financial years in question and the year
prior since 2021, compared to that of the average for all employees of the Group.
% change from 2023 to 2024
% change from
2022 to 2023
% change from
2021 to 2022
% change from
2020 to 2021
Salary
/fees Benefits Bonus
Salary
/fees Benefits Bonus
Salary
/fees Benefits Bonus
Salary
/fees Benefits Bonus
Phuthuma
Nhleko 0% (22%) n/a 0%
46%
1
n/a 2,607% n/a n/a n/a n/a n/a
Rahul
Dhir 7.8% (13%) (23.7)% 3.4%
38%
2
(8.6%) 2% 193% (40%) 99% 379% 232%
Richard
Miller 7% 35.9%
3
(28.9)% n/a n/a n/a n/a n/a n/a n/a n/a n/a
Mike
Daly
4
(100%) (100%) n/a (58%) 1,345% n/a 0% n/a n/a (19%) n/a n/a
Martin
Greenslade
5,6
0% 1,425.2%
5
n/a 14%
6
1,044%
5
n/a 3% n/a n/a 8% n/a n/a
Mitchell
Ingram
7
0% 86.6% n/a 0% (31%) n/a 0% n/a n/a 295% n/a n/a
Roald
Goethe
8
18.9% 7.4% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Rebecca
Wiles
9
92.6% 59.2% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Genevieve
Sangudi
10
0% 9.6% n/a 8% (28%) n/a 14% 1,051% n/a 0% (100%) n/a
Sheila
Khama 0% 10.2% n/a 0% (10%) n/a 0% n/a n/a 0% (100%) n/a
Average
employees 0.9% 3.7% n/a 3.3%
5.6%
11
(14.9%) 5.4% 5.7% (11 .7 % ) 2.8% 7.0% 119.9%
1. Increase in benefits for Phuthuma Nhleko due to
increased travel and subsistence during 2023.
2. Increase in benefits for Rahul Dhir due to
increased travel and subsistence during 2023
and the buyout of annual leave.
3. The increase in Richard Miller’s benefits is due
to the buyout of annual leave.
4. The decrease in fees for Mike Daly is due to
him stepping down from the Board on 24 May
2023. The increase in benefits reflect
increased travel and subsistence during 2023.
5. The increase in benefits is due to an increase
in travel and subsistence during 2023 and
2024.
6. The increase in fees for Martin Greenslade
reflects his appointment as Senior
Independent Director in 2022.
7. Increase in benefits for Mitchell Ingram due to
increase travel and subsistence during 2024.
8. Roald Goethe joined the Board on 25 February
2023.
9. Rebecca Wiles Joined the Board on 25 June
2023.
10. The increase in fees for Genevieve Sangudi
reflects her appointment as Chair of the
Remuneration Committee after the 2022
AGM. Benefits in 2022 increased due to
increased travel and subsistence post the
COVID-19 pandemic.
11. Increase in average employee benefits is
driven by changes to annual medical
insurance premiums.
CEO pay ratio 2024
Year Method
25th
percentile
pay ratio
Median pay
ratio
75th
percentile
pay ratio
2024 A 10:1 7:1 5:1
2023 A 11:1 8:1 5:1
2022 A 12:1 8:1 6:1
2021 A 16:1 10:1 8:1
2020 A 7:1 5:1 3:1
We have calculated the CEO pay ratio using the methodology described as ‘Option A’ in the Regulations, as we recognise
that this is the most statistically accurate form of calculation.
For each UK employee¹ the Single Total Figure of Remuneration (STFR) has been calculated as a summation of base pay,
other cash allowances, benefits, employer pension contributions receivable during the year ended 31 December 2024 and
cash bonus payable and value of share awards to be granted for the 2024 performance year. The STFR at 25th percentile is
122,582, £192,041 at median and £255,448 at 75th percentile. The wages component at 25th percentile is £91,688, £143,583
at median and £181,590 at 75th percentile.
1. All STFRs have been based on a full-time equivalent and annualised to provide a dataset for the full year 31 December 2024.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 105
Annual Report on Remuneration continued
CEO pay ratio 2024 continued
In setting both our CEO remuneration and the remuneration structures for the wider UK workforce, we have 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 the Company’s position in the
market, the differences exist in the quantum of variable pay achievable by our Executive Directors and SLT; 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, and taking into account Company performance in a particular financial year and the impact on
variable pay, the Committee believes that the median pay ratio is consistent with and reflective of the wider pay, reward
and progression policies impacting our UK employees. The Committee will continue to monitor longer-term trends.
Relative importance of spend on pay
The following table shows the Group’s actual spend on pay for all employees relative to tax and retained profits.
Staff costs have been compared to tax expense and retained profits in order to provide a measure of their scale
compared to other key elements of the Group’s financial metrics.
2023 2024 % change
Staff costs (£m) 68.3 67.5 (1)%
Tax expense (£m)
1
165.3 208.9 28%
Retained profits (£m)
1
(1,887.6) (1,788.9) 8%
1. Voluntary disclosure.
Details of share awards granted to Executive Directors
Director
Award grant
date
Share price
on grant
date
As at
01.01.24
Granted
during the
year
Exercised
during the
year
As at
31.12.24
Earliest date
shares can
be acquired
Latest date
shares can
be acquired
Richard Miller
1
14.02.19 226.30p 33,906 – – 33,906 14.02.22 14.02.29
13.03.20 10.91p 152,518 – – 52,518 13.03.23 13.03.30
15.03.21 60.48p 59,117 – – 59,117 15.03.24 15.03.31
14.03.22 49.14p 240,848 – – 240,848 14.03.25 14.03.32
30.09.22 42.22p 71,056 – – 71,056 30.09.25 30.09.32
08.12.22 37.22p 39,979 – – 39,979 08.12.25 08.12.32
13.03.23 32.00p 280,576 – – 280,576 13.03.26 13.03.33
28.06.23 27.74p 2,726,460 – – 2,726,460 13.03.28 13.03.33
11.03.24 27.10p 0 – – 338,652 11.03.27 11.03.34
11.03.24 27.10p 0 – – 3,491,620 11.03.29 11.03.34
Dividend equivalents 10.05.19 213.10p 594 – – 594 14.02.22 14.02.29
17.10.19 207.20p 313 – – 313 14.02.22 14.02.29
Rahul Dhir
2
05.08.20 27.68p 9,000,000 – – 9,000,000 01.07.25 01.07.26
15.03.21 60.48p 319,316 – – 319,316 05.06.25 05.06.26
14.03.22 49.14p 1,104,269 – – 1,104,269 05.06.25 05.06.26
13.03.23 32.00p 1,067,930 –
– 1,067,930 05.06.25 05.06.26
28.06.23 27.74p 4,605,929 – – 4,605,929 13.03.28 13.03.29
11.03.24 27.10p – – – 1,144,385 05.06.25 05.06.26
11.03.24 27.10p – – – 5,549,057 11.03.29 11.03.30
1. The awards granted in 2019, 2020, 2021, 2022 and in March 2023 are Non-Executive Director ESAP and TIP awards. The awards granted in June 2023
and March 2024 are Executive Director LTIP grant for the 2023–2025 performance period with performance conditions attached.
2. Share awards granted on 5 August 2020 represent ‘Buyout Awards’ to replace share arrangements that were forfeited upon leaving his former employer
(full details of which are available in the 2020 Directors’ Remuneration report). The awards granted in 2021, 2022 and in March 2023 are TIP awards.
The awards granted in June 2023 and March 2024 are Executive Director LTIP grant for the 2023–2025 performance period with performance
conditions attached.
Remuneration report continued
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106 – Tullow Oil plc Annual Report and Accounts 2024
Share price range
During 2024, the highest mid-market price of the Company’s shares was 40.32p and the lowest was 18.07p. The year-end
price was 21.44p.
Details of Directors’ interests
The interests of the Directors (all of which were beneficial), who held office during FY 2024, are set out in the table below:
Ordinary shares held
% of salary
under 2023
Remuneration
Policy
shareholding
guidelines
1
TIP
awards
LTIP
awards
Deferred
share
awards Buyout awards SIP
SIP
total
01.01.24 31.12.24 Unvested Vested Unvested Unvested Unvested Vested Restricted Unrestricted
31.12.24
Executive Directors
Rahul Dhir
2
1,706,900 1,706,900 55.35% 3,635,900 – 10,154,986 9,000,000 – – – –
Richard
Miller
3
35,500 89,500 12.55% 521,424 246,448 6,218,080 338,652 – – 8,890 9,073 17,963
Non‑Executive Directors
Genevieve
Sangudi 100,000 100,000 – – – – – – – – – –
Roald
Goethe
4
23,700,000 24,759,396 – – – – – – – – – –
Rebecca
Wiles – – – – – – – – – – – –
Sheila
Khama 39,970 39,970 – – – – – – – – – –
Martin
Greenslade 60,000 60,000 – – – – – – – – – –
Mitchell
Ingram 50,000 50,000 – – – – – – – – – –
Phuthuma
Nhleko 142,500 142,500 – – – – – – – – – –
1. Calculated using share price of 21.44p at year end, excluding awards remaining subject to performance conditions. 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. 1,346,000 ordinary shares held by Rahul Dhir are in respect of his buyout award granted on commencement of employment. The additional ordinary
shares held reflect subsequent open-market purchases.
3. For the purposes of the % of salary under 2023 Remuneration Policy shareholding guidelines, Richard Miller’s vested, untaxed awards have been
reduced by his hypothetical tax rate to ensure for the purposes of the calculation are treated on a like-for-like basis as the ordinary shares. The values
present in the vested columns are the full untaxed awards.
4. Roald Goethe was appointed as a Non-Executive Director on 24 February 2023 and disclosed that he or persons closely associated with him hold
22,000,000 ordinary shares of 10p each in the Company and $2,500,000 Senior Notes due 2025.
There have been no changes in the interests of any Director between 1 January 2025 and the date of this report.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 107
Implementation of Policy for Executive Directors for 2025
The Remuneration Policy will be implemented during 2025 as follows:
• In recognition of his appointment to the Interim CEO role, Richard Miller has been awarded an allowance of £10,000
per month effective 14 February 2025 for the duration of the role. Following the 2025 salary review his salary as CFO
will remain £400,000.
• Pension provision will be 10% of salary for Richard Miller (workforce aligned).
• LTIP award for Richard Miller with a maximum opportunity of 250% of his substantive salary, (not including the
temporary increase), based 50% on our relative and 50% on our absolute total shareholder returns during the
2025–2027 performance period.
• The TSR comparator group for both the 2025–2027 LTIP awards will be as follows: Africa Oil, BW Energy, Capricorn
Energy, Diversified Energy Co., Energean, EnQuest, Harbour Energy, Kosmos Energy, Maurel and Prom, Pharos Energy
and Seplat Energy (NSA).
• Our absolute total shareholder return target for the 2025–2027 LTIP award will be a share price of 60p at Threshold and
77p at Maximum. Our relative total shareholder return target for the 2025–2027 LTIP award will be comparator group
Median at Threshold and comparator group Upper Quartile at Maximum.
• 2025 annual bonus opportunity for Richard Miller with a maximum opportunity 150% of salary on: Safety (15%), Financial
performance, (10%), Production (20%), Business plan implementation (15%), Sustainability (10%), Unlocking value (20%)
and Leadership effectiveness (10%).
• No changes will be made to the Chair, nor the Non-Executive Director fees from 2024 levels.
Governance
Remuneration Committee members
Genevieve Sangudi (Committee Chair), Mitchell Ingram, Martin Greenslade and Roald Goethe.
Remuneration Committee membership and attendance
All members of the Committee are independent Non-Executive Directors. None of the Committee members has day-to-
day involvement with the business and nor do they have any personal financial interest, except as shareholders, in the
matters to be recommended. The number of scheduled meetings held and the attendance by each member is shown in
the table on page 93. There were two unscheduled meetings attended by all Committee members to discuss Executive
Director remuneration.
The Company Secretary is available to assist the members of the Committee as required, ensuring that timely and
accurate information is distributed accordingly.
Advice received during 2024
The Committee received external advice from Deloitte LLP (Deloitte) during 2024. Deloitte is a member of the Remuneration
Consultants Group and is a signatory to its Code of Conduct. Following a competitive RFP process, Deloitte has been
appointed as our Global Mobility and Payroll Services provider commencing 1 December 2024. Fees (ex VAT) paid to Deloitte
for advice to the Remuneration Committee during 2024 amounted to £34,950. Deloitte has no other connections to Directors
that affect its independence. The Committee evaluates the services provided by external advisers and is satisfied that the
advice received from Deloitte was objective and independent.
Activities of the Committee during 2024
A summary of the main Committee activities during 2024 are set out on page 93.
Principles of Executive Director remuneration
The Committee seeks to ensure that the Directors Remuneration Policy and its practices are consistent with the six
factors set out in Provision 40 of the new UK Corporate Governance Code:
Clarity
Our Policy is well understood by the SLT and has been clearly articulated to our shareholders and representative bodies
(both on an ongoing basis and during the recent consultation exercise).
Remuneration report continued
Strategic report Corporate governance Financial statements Supplementary information
108 – Tullow Oil plc Annual Report and Accounts 2024
Simplicity
The Committee is mindful of the need to avoid overly complex remuneration structures which can be misunderstood and
deliver unintended outcomes. Therefore, a key objective of the Committee is to ensure that our Executive remuneration
policies and practices are straightforward to communicate and operate.
Risk
Our Policy has been designed to ensure that inappropriate risk taking is discouraged and will not be rewarded via: (i) the
balanced use of both annual and three-year performance periods which employ a blend of financial, non-financial and
shareholder return targets; (ii) the significant role played by deferred equity in our incentive plans (together with in-
employment and post-cessation shareholding guidelines and five-year vesting period); (iii) malus/clawback provisions;
and (iv) the ability to exercise negative discretion to remuneration outcomes.
Predictability
The TIP and annual bonus and LTIP are subject to an individual annual cap and market-standard dilution limits.
Proportionality
There is a clear link between individual awards, delivery of strategy and our long-term performance. In addition, the
significant role played by incentive ‘at-risk’ pay, together with the structure of the Executive Directors’ service contracts,
ensures that poor performance is not rewarded.
Alignment to culture
Our Executive pay policies are fully aligned to Tullow’s culture through the use of metrics in the TIP, LTIP and Annual
Bonus Plan that measure how we perform against our financial and non-financial KPIs.
Shareholder voting at the AGM
At last year’s AGM on 16 May 2024 the remuneration-related resolutions received the following votes from shareholders:
2023 Annual Statement and Annual Report on Remuneration
Total number of votes % of votes cast
For 862,727,229 97.49%
Against 22,194,947 2.51%
Total number of votes % of ISC votes
Total votes cast (for and against) 884,922,176 60.73%
Votes withheld 304,648
2023 Remuneration Policy
Total number of votes % of votes cast
For 890,988,764 98.60%
Against 12,691,569 1.40%
Total number of votes % of ISC votes
Total votes cast (for and against) 903,680,333 62.43%
Votes withheld 631,953
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 109
Directors’ Remuneration Policy report
This section of the report sets out an overview of the Remuneration Policy (the Policy) for Executive and Non-Executive
Directors, which was approved by shareholders at the 2023 AGM on 24 May 2023. The Policy came into effect from the
date of the 2023 AGM and will apply for a period of up to three years. A full version of the Policy can be found in the 2023
Annual Report and Accounts.
Executive Director remuneration
Element How operated Maximum opportunity
Base salary
Generally reviewed annually. Base salaries will be set by the Committee
taking into account:
• The scale, scope and responsibility of the role.
• The skills and experience of the individual.
• The base salary of other employees, including increases awarded to the
wider population.
• The base salary of individuals undertaking similar roles in companies of
comparable size and complexity. This may include international oil and
gas sector companies or a broader group of FTSE-listed organisations.
Any increases to current Executive
Director salaries will not normally
exceed the average increase awarded
to other UK-based employees.
Increases may be above this level
in certain circumstances, for instance
if there is an increase in the scale,
scope or responsibility of the role
or to allow the base salary of newly
appointed Executives to move
towards market norms as their
experience and contribution increase.
Pension
Defined contribution pension scheme or salary supplement in lieu of
pension. The Company does not operate or have any legacy defined benefit
pension schemes.
Workforce aligned for Executive
Directors (as a percentage of salary).
Employees currently receive an
employer contribution of 10% of
salary, increasing to 15% of salary
for employees over 50.
Benefits
Medical insurance, income protection and life assurance. Additional
benefits may be provided as appropriate.
Executive Directors may participate in the Tullow UK Share Incentive Plan
(SIP) and the Tullow Sharesave (SAYE) plan.
The range of benefits that may be
provided is set by the Committee
after taking into account local market
practice in the country where the
Executive Director is based. No
monetary maximum is given for
benefits provided to the Executive
Directors as the cost will depend on
individual circumstances.
Tullow UK SIP and SAYE: Up to HM
Revenue & Customs (HMRC) limits.
Maximum participation levels and
matching levels for all staff, including
Executive Directors, are set by
reference to the rules of the plan
and relevant legislation.
Legacy
Tullow
Incentive
Plan (TIP)
applicable to
the CEO for
2024 only
The current CEO is eligible to receive a TIP award, subject to performance,
for 2024 (for the 2022–2024 period). No further TIP awards will be granted
after 2024, and any Executive Directors appointed from 2023 onwards,
including the current CFO, are not eligible to participate in the plan.
An annual TIP award consisting of up to 400% of base salary, which is
divided evenly between cash and deferred shares up to the first 200%
of base salary.
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.
TIP awards are non-pensionable and will be made in line with the
Committee’s assessment of performance targets.
At the discretion of the Committee, any portion of the cash component
of a TIP award can be satisfied by granting deferred shares with a vesting
date set by the Committee being not earlier than the first anniversary
of grant.
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.
400% of salary.
Dividend equivalents will accrue
on TIP deferred shares over the
vesting period.
Remuneration report continued
Strategic report Corporate governance Financial statements Supplementary information
110 – Tullow Oil plc Annual Report and Accounts 2024
Element How operated Maximum opportunity
Annual
bonus
The current CEO will be eligible to participate in the Annual Bonus plan
in 2024.
The current CFO and any newly appointed Executive Directors appointed
from 2023 are eligible to participate.
Targets are reviewed annually and any payout is determined by the
Committee after the year end based on targets set for the financial period.
The Committee has discretion to amend the payout should any formulaic
output not reflect the Committee’s assessment of overall business
performance or if the Committee considers the formulaic outturn is not
appropriate in the context of other factors considered by the Committee
to be relevant.
One-third of any bonus earned will normally be deferred into shares for a
period of three years. Deferred bonus awards may take the form of nil-cost
options, conditional awards of shares or such other form as has a similar
economic effect.
Additional shares may be delivered in respect of shares subject to deferred
bonus awards to reflect the value of dividends paid during the period
beginning with the date of grant and ending with the date of vesting (this
payment may assume that dividends had been reinvested in Tullow shares
on a cumulative basis).
A balanced scorecard of stretching financial and operational objectives,
linked to the achievement of Tullow’s long-term strategy, will be used to
assess annual bonus outcomes. Performance will typically be measured
over one year.
Up to 150% of salary.
Long‑Term
Incentives
(LTIP)
Executive Directors will be eligible to be granted LTIP award from
2023 onwards.
Awards are normally made on an annual basis and normally vest three
years from grant subject to continued employment and the satisfaction
of challenging three-year performance targets.
A two-year holding period following LTIP vesting applies to grants to
Executive Directors. In total, this results in a five-year combined vesting
and holding period.
The Committee has discretion to vary the formulaic vesting outturn if it
considers that the outturn does not reflect the Committee’s assessment
of performance or is not appropriate in the context of other factors
considered by the Committee to be relevant.
Additional shares may be delivered in respect of shares which vest under
the LTIP to reflect the value of dividends, which would have been paid
on those shares during the period beginning with the date of grant and
ending with the vesting date (this payment may assume that dividends
had been reinvested in Tullow shares on a cumulative basis).
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.
Up to 250% of salary.
Shareholder
guidelines
Executive Directors are required to retain at least 100% of post-tax share
awards until a minimum shareholding equivalent to 400% of base salary
is achieved in owned shares.
Unvested TIP, LTIP and Deferred Bonus 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.
50% of the shareholding guideline (i.e. 200% of salary) will need to
be retained by Executive Directors for two years post-cessation.
400% of salary.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 111
Directors’ Remuneration Policy report continued
Recovery provisions
TIP awards are subject to malus and clawback. The Committee retains discretion to apply malus and clawback to both
the cash and deferred share elements of the TIP during the five-year vesting period. Triggers are outlined in the TIP rules,
including but not limited to a material adverse restatement of the financial accounts or reserves, a catastrophic failure
of operational, EHS and risk management or corporate failure or insolvency.
Annual bonus and LTIP awards are subject to malus and clawback. The Committee retains discretion to apply malus and
clawback to the cash bonus, deferred bonus and LTIP awards up to three years after the payment or vesting of awards.
Malus and clawback triggers are outlined in the plan rules and include but are not limited to a material adverse restatement
of the financial accounts or reserves, a catastrophic failure of operational, EHS and risk management or corporate failure
or insolvency.
Non‑Executive Director remuneration
Purpose and link to strategy Operation Maximum opportunity
To provide an appropriate fee
level.
To attract individuals with the
necessary experience and ability.
To make a significant contribution
to the Group’s activities while also
reflecting the time commitment
and responsibility of the role.
The Chair is paid an annual fee and the Non-Executive
Directors are paid a base fee and additional
responsibility fees, for example for the role of Senior
Independent Director or for chairing a Board
Committee.
Fees are normally reviewed annually.
Each Non-Executive Director is also entitled to a
reimbursement of necessary travel and other expenses
including associated tax costs.
Non-Executive Directors do not participate in any share
scheme or annual bonus scheme and are not eligible to
join the Group’s pension schemes.
Non-Executive Director remuneration is
determined within the limits set by the
Articles of Association.
There is no maximum prescribed fee
increase, although fee increases for
Non-Executive Directors will not normally
exceed the average increase awarded to
Executive Directors. Increases may be
above this level if there is an increase in the
scale, scope or responsibility of the role.
Performance and provisions for the recovery
Not applicable.
Genevieve Sangudi
Chair of the Remuneration Committee
24 March 2025
Remuneration report continued
Strategic report Corporate governance Financial statements Supplementary information
112 – Tullow Oil plc Annual Report and Accounts 2024
Directors’ report
The Directors present their Annual Report and audited Financial Statements for the Group
for the year ended 31 December 2024. Certain statutory or regulatory information required to
be included in this section is included elsewhere in this Annual Report (see table below) and
is incorporated by reference. The Corporate Governance report on pages 70 to 112 is the
corporate governance statement for the purposes of Disclosure Guidance and Transparency
Rule 7.2.1 and this statement is incorporated into the Directors’ report by reference.
Information incorporated by reference
The information in the table below is incorporated in the Directors’ report by reference and can be found on the pages of
this Annual Report as indicated in the table below.
Information Page
Principal activities 14 and 15
Likely future developments 9
Our stakeholders and how we engage with them 21
ESG 24 to 40
Employee involvement and engagement 21, 29 and 79
Diversity 30 and 85
Greenhouse gases 36
TCFD 41 to 49
Human rights 30 and 31
Anti-bribery and anti-corruption 26 and 27
Derivative financial instruments 63
Post balance sheet events 177
Articles of Association
The Company’s Articles were adopted at the 2021 AGM.
They may only be amended by a special resolution of
the shareholders.
Listing of notes
Tullow’s Senior Secured Notes due 2026 are listed on the
Luxembourg Stock Exchange.
Results and dividends
The profit on ordinary activities after taxation of the
Group for the year ended 31 December 2024 was $55 million
(2023: $110 million loss). In 2023 the Board recommended
that no interim and final dividend would be paid.
Share capital
As at 24 March 2025 (being the latest practicable date
before publication of this Annual Report and financial
statements), the Company’s issued share capital
comprised of 1,459,217,345 ordinary shares each with
a nominal value of £0.10.
Major shareholdings
As at 31 December 2024 and 24 March 2025 (being the
latest practicable date before publication of this Annual
Report), the Company had been notified in accordance
with the requirements of provision 5.1.2 of the Financial
Conduct Authority’s Disclosure Guidance and Transparency
Rules of the following major holdings in the Company’s
ordinary share capital:
Shareholder
Number
of shares
% of issued
capital (as at
date of
notification)
Date of
notification
Samuel
Dossou-Aworet 243,635,633 16.80% 23/11/2023
Azvalor Asset
Management
S.G.I.I.C., S.A. 173,325,714 12.04% 20/10/2022
RWC Asset
Management LLP 71,022,015 5.09% 31/10/2018
Summerhill Trust
Company (Isle
of Man) Limited 58,838,104 4.19% 06/06/2019
Sustainable
Capital Limited 50,633,810 3.47% 29/11/2024
The Goldman
Sachs Group, Inc. 44,552,039 3.05% 07/02/2025
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 113
Shareholders’ rights
The rights and obligations of shareholders are set out in
the Company’s Articles of Association (which can be
amended by special resolution). The rights and obligations
attaching to the Company’s shares are as follows:
• Dividend rights – holders of the Company’s shares may,
by ordinary resolution, declare dividends but may not
declare dividends in excess of the amount recommended
by the Directors. The Directors may also pay interim
dividends. No dividend may be paid other than out of
profits available for distribution. Subject to shareholder
approval, payment or satisfaction of a dividend may be
made wholly or partly by distribution of specific assets.
• Voting rights – voting at any general meeting may be
conducted by a show of hands unless a poll is duly
demanded. On a show of hands every shareholder who
is present in person at a general meeting (and every proxy
or corporate representative appointed by a shareholder
and present at a general meeting) has one vote regardless
of the number of shares held by the shareholder
(or represented by the proxy or corporate representative).
If a proxy has been appointed by more than one shareholder
and has been instructed by one or more of those
shareholders to vote ‘for’ the resolution and by one or
more of those shareholders to vote ‘against’ a particular
resolution, the proxy shall have one vote for and one
vote against that resolution. On a poll, every shareholder
who is present in person has one vote for every share
held by that shareholder and a proxy has one vote for
every share in respect of which he has been appointed
as proxy (the deadline for exercising voting rights by
proxy is set out in the form of proxy). On a poll, a corporate
representative may exercise all the powers of the
Company that has authorised him.
• A poll may be demanded by any of the following: (a) the
Chairman of the meeting; (b) at least five shareholders
entitled to vote and present in person or by proxy or
represented by a duly authorised corporate representative
at the meeting; (c) any shareholder or shareholders
present in person or by proxy or represented by a duly
authorised corporate representative and holding shares
or being a representative in respect of a holder of shares
representing in the aggregate not less than one-tenth of
the total voting rights of all shareholders entitled to
attend and vote at the meeting; or (d) any shareholder or
shareholders present in person or by proxy or represented
by a duly authorised corporate representative and holding
shares or being a representative in respect of a holder
of shares conferring a right to attend and vote at the
meeting on which there have been paid up sums in the
aggregate equal to not less than one-tenth of the total
sums paid up on all the shares conferring that right.
• Return of capital – in the event of the liquidation of the
Company, after payment of all liabilities and deductions
taking priority, the balance of assets available for
distribution will be distributed among the holders of
ordinary shares according to the amounts paid up on the
shares held by them. A liquidator may, with the authority
of a special resolution, divide among the shareholders
the whole or any part of the Company’s assets, or vest
the Company’s assets in whole or in part in trustees
upon such trusts for the benefit of shareholders, but
no shareholder is compelled to accept any property
in respect of which there is a liability.
• Control rights under employee share schemes –
the Company operates a number of employee share
schemes (see pages 102, 110 and 111). Under some of
these arrangements, shares are held by trustees on
behalf of employees. The employees are not entitled
to exercise directly any voting or other control rights.
The trustees will generally vote in accordance with
employees’ instructions and abstain where no
instructions are received. Unallocated shares are
generally voted at the discretion of the trustees.
• Restrictions on holding securities – there are no
restrictions under the Company’s Articles of Association
or under UK law that either restrict the rights of UK
resident shareholders to hold shares or limit the rights of
non-resident or foreign shareholders to hold or vote the
Company’s ordinary shares.
There are no UK foreign exchange control restrictions on
the payment of dividends to US persons on the Company’s
ordinary shares.
Material agreements containing ‘change of
control’ provisions
To the extent that a ‘change of control’ occurs, as a result
of: (i) a disposal of all or substantially all the properties or
assets of the Company and all its restricted subsidiaries
(other than through a merger or consolidation) in one or
a series of related transactions; (ii) a plan being adopted
relating to the liquidation or dissolution of the Company;
or (iii) any person becoming the beneficial owner, directly
or indirectly, of shares of the Company which grant that
person more than 50% of the voting rights of the Company
the following significant agreements will be affected:
• Under the $600 million (extended and reduced to $250
million by an amendment agreement dated
21 November 2024) senior secured revolving facility
agreement between, among others, the Company
and certain subsidiaries of the Company, ABSA Bank,
Barclays, BNP Paribas, DNB (UK), JP Morgan, ING
Belgium, Nedbank, Standard Chartered Bank, Standard
Bank of South Africa, Glas Trust Corporation and the
lenders specified therein, the Company is obliged to
notify the agent (who notifies the lenders) upon the
occurrence of a change of control. Each lender shall
be entitled to repayment of all outstanding amounts
owed by the Company and certain subsidiaries of the
Company to it under the agreement and any connected
finance document. Each lender shall be entitled to cancel
its commitments immediately under the agreement.
So long as such lender states its requirement to be
repaid within 30 days of being notified by the agent,
the repayment amount will become due and payable
by no later than 30 days after the agent has notified
the Company to request such payments.
Directors’ report continued
Strategic report Corporate governance Financial statements Supplementary information
114 – Tullow Oil plc Annual Report and Accounts 2024
• Under an indenture relating to $1.8 billion of 10.25%
senior secured notes due in 2026 between, among
others, the Company, certain subsidiaries of the
Company and Deutsche Trustee Company Limited
as the Trustee, the Company must make an offer to
noteholders to repurchase all or any part of the notes
at 101% of the aggregate principal amount of the notes,
plus accrued and unpaid interest on the notes
repurchased to the date of purchase in the event
that a change of control of the Company occurs. The
repurchase offer must be made by the Company to all
noteholders within 30 days following the change of
control and the repurchase must take place no earlier
than 10 days and no later than 60 days from the date
of the repurchase offer.
• Tullow has fully repaid its 7% Senior Notes due in 2025,
which matured 1 March 2025. As confirmed in the
Company’s announcement on 3 March 2025, the full
repayment of the principal amount totalling $493 million,
along with accrued interest, was successfully completed
using a combination of funds drawn from the Glencore
Facility and existing cash balances.
• Under the $400 million note subscription agreement
between, amongst others, the Company, Glencore,
Glas Trust Corporation and Law Debenture, the
Company is obliged to notify the agent (who notifies
the noteholders) upon the occurrence of a change of
control. Each noteholder shall be entitled to repayment
of all outstanding amounts owed by the Company to
it under the agreement and any connected finance
document. Each noteholder shall also be entitled to
cancel any undrawn commitments immediately under
the agreement. In order to give effect to the noteholder’s
request for repayment, they are to notify the Company
within 30 days of being notified by the agent, following
which the repayment amount will become due and
payable no later than 30 days after such notice to
the Company.
Directors
The names and biographies of our current Directors are
included on pages 72 and 73. During the year Rahul Dhir
also served as a Director until he stepped down from the
Board on 14 February 2025. He will not be standing for
re-election at the 2025 AGM.
In accordance with the provisions of the Code, all Directors
eligible for re-election should retire at each AGM and offer
themselves for election or re-election (as appropriate).
Accordingly, all Directors will retire and seek election or
re-election at the AGM, to be held on 22 May 2025. The
Board believes that all Directors offering themselves for
election or re-election continue to be effective and
demonstrate commitment to the role.
Details of the Directors’ interests in the ordinary shares of
the Company and in the Group’s long-term incentive and
other share option schemes are set out on page 107 in the
Directors’ Remuneration report.
Directors’ indemnities and insurance cover
As at the date of this report, indemnities are in force under
which the Company has agreed to indemnify the Directors,
to the extent permitted by the Companies Act 2006,
against claims from third parties in respect of certain
liabilities arising out of, or in connection with, the execution
of their powers, duties and responsibilities as Directors of
the Company or any of its subsidiaries. The Directors are
also indemnified against the cost of defending a criminal
prosecution or a claim by the Company, its subsidiaries or
a regulator provided that where the defence is unsuccessful
the Director must repay those defence costs. The Company
also maintains directors’ and officers’ liability insurance
cover, the level of which is reviewed annually.
Powers of Directors
The general powers of the Directors are set out in Article 104
of the Articles of Association of the Company. It provides
that the business of the Company shall be managed by the
Board, which may exercise all the powers of the Company
whether relating to the management of the business of the
Company or not. This power is subject to any limitations
imposed on the Company by applicable legislation. It is also
limited by the provisions of the Articles of Association of the
Company and any directions given by special resolution of
the shareholders of the Company which are applicable on
the date that any power is exercised.
Please note the following specific provisions relevant
to the exercise of power by the Directors:
• Pre-emptive rights and new issues of shares – the
holders of ordinary shares have no pre-emptive rights
under the Articles of Association of the Company.
However, the ability of the Directors to cause the
Company to issue shares, securities convertible into
shares or rights to shares, otherwise than pursuant
to an employee share scheme, is restricted under the
Companies Act 2006 which provides that the directors
of a company are, with certain exceptions, unable to
allot any equity securities without express authorisation,
which may be contained in a company’s articles of
association or given by its shareholders in general
meeting, but which in either event cannot last for more
than five years. Under the Companies Act 2006, the
Company may also not allot shares for cash (otherwise
than pursuant to an employee share scheme) without
first making an offer on a pre-emptive basis to existing
shareholders, unless this requirement is waived by a
special resolution of the shareholders.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 115
Powers of Directors continued
• Borrowing powers – the net external borrowings of the
Group outstanding at any time shall not exceed an
amount equal to four times the aggregate of the Group’s
adjusted capital and reserves calculated in the manner
prescribed in Article 105 of the Company’s Articles of
Association, unless sanctioned by an ordinary resolution
of the Company’s shareholders.
Appointment and replacement of Directors
The Company shall appoint (disregarding Alternate
Directors) no fewer than two and no more than 15 Directors.
The appointment and replacement of Directors may be
made as follows:
• The shareholders may by ordinary resolution elect any
person who is willing to act to be a Director.
• The Board may elect any person who is willing to act to
be a Director. Any Director so appointed shall hold office
only until the next Annual General Meeting and shall
then be eligible for election.
• Each Director is required in terms of the Articles of
Association to retire from office at the third Annual
General Meeting after the Annual General Meeting at
which he or she was last elected or re-elected, although
he or she may be re-elected by ordinary resolution if
eligible and willing. However, to comply with the
principles of best corporate governance, the Board
intends that each Director will submit him or herself
for re-election on an annual basis.
• The Company may by special resolution remove any
Director before the expiration of his or her period of
office or may, by ordinary resolution, remove a Director
where special notice has been given and the necessary
statutory procedures are complied with.
• There are a number of other grounds on which a
Director’s office may cease, namely voluntary
resignation, where all the other Directors (being at least
three in number) request his or her resignation, where
he or she suffers physical or mental incapacity, where
he or she is absent from meetings of the Board without
permission of the Board for six consecutive months,
becomes bankrupt or compounds with his or her
creditors or where he or she is prohibited by law from
being a Director.
Authority to allot new shares
At the Company’s AGM on 16 May 2024, shareholders
authorised the Directors, by way of ordinary resolution,
to allot new equity securities up to a maximum aggregate
value of £48,471,239 being approximately one-third of the
issued share capital of the Company as at 5 March 2024.
The authority conferred at the 2024 AGM will expire at
the close of the Company’s AGM in 2025 or the close of
business on 30 June 2025 (whichever is earlier). Save for
the allotment of shares in respect of the Group’s employee
share schemes, the Directors have no current intention to
exercise this authority and will therefore not be renewing
this authority at the 2025 AGM.
Purchase of own shares
As in previous years, the Directors decided not to seek
authority to make market purchases of the Company’s
own shares. Although not anticipated, should the
Company require to make market purchases of its own
shares, a separate general meeting would be called at
which the authority to purchase the Company’s own share
would be sought from shareholders.
Political donations
In line with Group policy, no donations were made for
political purposes.
Auditor and disclosure of relevant audit information
Having made the requisite enquiries, so far as the
Directors are aware, there is no relevant audit information
(as defined by Section 418(3) of the Companies Act 2006)
of which the Company’s auditor is unaware and each
Director has taken all steps that ought to have been
taken to make him or herself aware of any relevant audit
information and to establish that the Company’s auditor
is aware of that information.
A resolution to re-appoint EY as the Company’s auditor will
be proposed at the 2025 AGM. Further information can be
found in the Audit Committee report on pages 88 and 89.
Annual General Meeting
The 2025 AGM will be held at 9 Chiswick Park 566 Chiswick
High Road W4 5XT on 22 May 2025, at 11.00am.
The Notice convening the AGM and detailing the
resolutions to be put to shareholders at the meeting, will
be sent to shareholders together with this Annual Report
and Accounts and published on our website at
www.tullowoil.com.
This Corporate Governance report (which includes the
Directors’ Remuneration report) and the information
referred to herein have been approved by the Board
and signed on its behalf by:
Adam Holland
Company Secretary
24 March 2025
Registered office:
9 Chiswick Park
566 Chiswick High Road
London W4 5XT
Company registered in England and Wales No. 3919249
Directors’ report continued
Strategic report Corporate governance Financial statements Supplementary information
116 – Tullow Oil plc Annual Report and Accounts 2024
Statement of Directors’ responsibilities
The Directors are responsible for preparing
the Annual Report and the Financial
Statements in accordance with applicable
United Kingdom law and regulations.
Company law requires the Directors to prepare Financial
Statements for each financial year. Under that law the
Directors have elected to prepare the Group and Parent
Company financial statements in accordance with
UK-adopted international accounting standards (IFRSs),
and the Parent Company financial statements in
accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting
Standards and applicable law), including Financial
Reporting Standard 101 Reduced Disclosure Framework
(FRS 101). Under company law the Directors must not
approve the Financial Statements unless they are
satisfied that they give a true and fair view of the state
of affairs of the Group and the Company and of the profit
or loss of the Group and the Company for that period.
Under the Financial Conduct Authority’s Disclosure
Guidance and Transparency Rules and the Transparency
(Directive 2004/109/EC) Regulations 207 (as amended),
Group Financial Statements are required to be prepared
in accordance with UK-adopted international accounting
standards and international Financial Reporting Standards
adopted pursuant to Regulation (EC) No. 1606/2002 as it
applies in the European Union.
In preparing these Financial Statements the Directors are
required to:
• select suitable accounting policies in accordance with
IAS 8 Accounting Policies, Changes in Accounting
Estimates and Errors and then apply them consistently;
• make judgements and accounting estimates that are
reasonable and prudent;
• present information, including accounting policies,
in a manner that provides relevant, reliable, comparable
and understandable information;
• provide additional disclosures when compliance with
the specific requirements in IFRSs and in respect of
the Parent Company Financial Statements, FRS 101 is
insufficient to enable users to understand the impact
of particular transactions, other events and conditions
on the Group and Company financial position and
financial performance;
• in respect of the Group Financial Statements, state
whether UK-adopted international accounting standards
and IFRSs adopted pursuant to Regulation (EC) No.
1606/2002 as it applies in the European Union have
been followed, subject to any material departures
disclosed and explained in the Financial Statements;
• in respect of the Parent Company Financial Statements,
state whether applicable UK Accounting Standards,
including FRS 101, have been followed, subject to any
material departures disclosed and explained in the
Financial Statements; and
• prepare the Financial Statements on the going concern
basis unless it is inappropriate to presume that the
Company and/or the Group will continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s and Group’s transactions and disclose with
reasonable accuracy at any time the financial position of
the Company and the Group and enable them to ensure
that the Company and the Group Financial Statements
comply with the Companies Act 2006. They are also
responsible for safeguarding the assets of the Group and
Parent Company and hence for taking reasonable steps for
the prevention and detection of fraud and other irregularities.
Under applicable law and regulations, the Directors are
also responsible for preparing a strategic report, Directors’
report, Directors’ remuneration report and corporate
governance statement that comply with that law and
those regulations. The Directors are responsible for the
maintenance and integrity of the corporate and financial
information included on the Company’s website.
Directors’ responsibility statement (DTR 4.1 and
the Transparency (Directive 2004/109/EC)
Regulations (as amended))
The Directors confirm, to the best of their knowledge:
• that the consolidated Financial Statements, prepared in
accordance with UK-adopted international accounting
standards and IFRSs adopted pursuant to Regulation
(EC) No. 1606/2002 as it applies in the European Union;
• give a true and fair view of the assets, liabilities, financial
position and profit of the Parent Company and
undertakings included in the consolidation taken
as a whole;
• that the Annual Report, including the Strategic Report,
includes a fair review of the development and
performance of the business and the position of the
Company and undertakings included in the consolidation
taken as a whole, together with a description of the
principal risks and uncertainties that they face; and
• that they consider the Annual Report, taken as a whole,
is fair, balanced and understandable and provides the
information necessary for shareholders to assess the
Company’s position, performance, business model
and strategy.
Richard Miller
Chief Financial Officer and Interim Chief Executive Officer
24 March 2025
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 117
Financial statements
119 Independent auditor’s report to the members
of Tullow Oil plc
133 Group financial statements
182 Company financial statements
Supplementary information
191 Alternative performance measures
193 Commercial reserves and contingent resources
summary (unaudited) working interest basis
194 Shareholder information
Strategic report Corporate governance Financial statements Supplementary information
118 – Tullow Oil plc Annual Report and Accounts 2024
Opinion
In our opinion:
• Tullow Oil plc’s group financial statements and parent company financial statements (the “financial statements”) give
a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 December 2024 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 9EC) 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 2024 which comprise:
Group Parent company
Group balance sheet as at 31 December 2024 Company balance sheet as at 31 December 2024
Group income statement for the year then ended Statement of changes in equity for the year then ended
Group statement of comprehensive income for the year
then ended
Statement of cash flows for the year then ended
Group statement of changes in equity for the year
then ended
Related notes 1 to 7 to the financial statements including
material accounting policy information
Group statement of cash flows for the year then ended
Related notes 1 to 30 to the financial statements,
including material accounting policy information
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 9EC) No. 1606/2002 as it applies in the European Union. The financial reporting framework that
has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom
Accounting Standards, including FRS 101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted
Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the
financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Independence
We are independent of the group and parent in accordance with the ethical requirements that are relevant to our audit
of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and
we have fulfilled our other ethical responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent company
and we remain independent of the group and the parent company in conducting the audit.
Independent auditor’s report to the members of Tullow Oil plc
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Tullow Oil plc Annual Report and Accounts 2024 – 119
Material uncertainties related to going concern
We draw attention to note (d) Basis of preparation under Material accounting policies in the financial statements, which
indicates that the following events are outside of the control of the Group:
• implementing a holistic refinancing by the end of June 2025 to cover the expiration of the $250 million Revolving Credit
Facility at that date or by May 2026 at the latest, when the $1.3 billion 2026 Notes become due for payment; and
• obtaining sufficient liquidity to cover the expiration of the $250 million Revolving Credit Facility at the end of June 2025,
if a holistic refinancing is not implemented by that date, by extending the maturity of the facility or by either completing
the sale of Tullow Oil Gabon SA and receipt of proceeds from the transaction or with alternative bridge financing.
As stated in note (d), these events or conditions, along with the other matters as set forth in note 2, indicate that material
uncertainties exist that may cast significant doubt on the group and parent company’s ability to continue as a going concern.
Our opinion is not modified in respect of this matter.
We draw attention to the viability statement in the Annual Report on pages 59 and 60, which indicates that an assumption to
the statement of viability is management’s ability to implement a holistic refinancing by the end of June 2025 or by May 2026
at the latest, when the $1.3 billion 2026 Notes become due for payment and obtaining sufficient liquidity to cover the
expiration of the RCF at the end of June 2025, and if a holistic refinancing is not implemented by that date, by extending
the maturity of the facility or by completing the sale of Tullow Oil Gabon SA and receipt of proceeds from the transaction
or with alternative bridge financing. The Directors consider that the material uncertainties referred to in respect of going
concern may cast significant doubt over the future viability of the Group and company should these events not
complete. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting
in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the group and
parent company’s ability to continue to adopt the going concern basis of accounting included:
• Confirming our understanding of management’s going concern assessment process in conjunction with our
walkthrough of the Group’s financial close process and challenging management to confirm all significant assumptions
were considered;
• challenging whether management’s going concern period was appropriate; being 15 months from signing of the
financial statements to 31 May 2026 to take account of the repayment of the $1.3bn May 2026 Notes;
• the lead audit partner increasing his time directing and supervising the audit procedures on going concern and
utilising EY specialists to assist in assessing the model and the key assumptions employed;
• assessing the reasonableness of management’s oil price assumptions by comparing it with forward curves;
• with the assistance of our business modelling specialists, reviewing the integrity of management’s going concern
model including consistency of the assumptions and formulae;
• comparing the forecasted cash expenditure incorporated in the model with the board approved budget to ensure
consistency;
• assessing historical forecasting accuracy through comparing forecasts versus actuals;
• checking that the cash flows assumptions used in the going concern model were consistent with those used for
impairment testing purposes, including decarbonisation costs, and evaluating whether any differences were
appropriate;
• ensuring assumptions, such as cash flows associated with hedging, settlement of provisions and decommissioning
escrow payments, were consistent with other areas of our audit;
• assessing whether the assumptions in the management’s downside scenario were plausible and sufficiently severe
by comparing past estimates with the actual outcomes;
• performing independent sensitivity analysis by considering an additional $5/bbl reduction in oil price on management’s
downside scenario;
• obtaining an understanding of ongoing litigations and identifying cases, in particular those mentioned in the
accounting policies note section (ag), where the outcome is expected within the going concern period. We then
challenged whether the timing and quantum of potential outflows, based on legal opinions, are appropriately captured
in management’s downside case;
Independent auditor’s report to the members of Tullow Oil plc continued
Strategic report Corporate governance Financial statements Supplementary information
120 – Tullow Oil plc Annual Report and Accounts 2024
Material uncertainties related to going concern continued
• with the assistance from EY Specialists, assessing the risks attached to management’s mitigation plans to address the
projected liquidity shortfalls in the Low case at the end of June 2025 driven by the expiration of the RCF and in the Base
case and Low case in May 2026 driven by the settlement of the 2026 Notes;
• obtained the signed heads of terms for disposal of Tullow Oil Gabon SA to confirm the expected timing
of completion and sale amount and the commitment of the proposed buyer;
• Analysed other transactions in Gabon with the Gabon Oil Company to understand their timing and whether they
provide evidence to support the proposed timing of the transaction;
• obtained the letters of intent received by management from commodity traders and other credit providers for bridge
financing in the case of delay in receipt of the proceeds from the sale of Tullow Oil Gabon SA;
• obtained proposals from banks received by management and evaluated the plausibility of the planned holistic
refinancing by considering the macroeconomic and market conditions including but not limited to future oil price,
credit ratings and accessibility of High Yield Bond markets;
• met with two banks who have made proposals to lead the holistic refinancing to understand the progress and
likelihood of executing a successful holistic refinancing and met with two RCF member banks to understand their
views on potential bridge financing options and the planned holistic refinancing;
• confirming that the forecast decarbonisation costs were included in the model;
• considering whether management’s disclosures in the Annual Report and Accounts were adequate, including those in
relation to the material uncertainties in respect of the going concern conclusion, through consideration of the relevant
disclosure standards and our understanding of the disposal and refinancing process;
• In relation to the group and parent company’s reporting on how they have applied the UK Corporate Governance Code,
we have nothing material to add or draw attention to in relation to the directors’ statement in the financial statements
about whether the directors considered it appropriate to adopt the going concern basis of accounting; and
• the directors’ identification in the financial statements of the material uncertainties related to the entity’s ability to continue
as a going concern over a period of 15 months from when the financial statements are authorised for issue to 31 May 2026.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report. However, because not all future events or conditions can be predicted, this statement is not
a guarantee as to the group’s ability to continue as a going concern.
Overview of our audit approach
Audit scope • We performed an audit of the complete financial information of 4 components and audit
procedures on specific balances for a further 6 components and central procedures on
impairments of oil & gas assets and exploration and evaluation assets, business combination
including asset revaluations (“Gabon asset swap”), cash and cash equivalents, investment in
subsidiaries, intercompany balances, litigation, provisions, equity and Oil and gas reserve estimates.
Key audit matters
• Recoverability of Kenya intangible exploration and evaluation assets
• Uncertain Tax Treatments
• Accounting for Gabon asset swap
• Going concern (refer to ‘Material uncertainties related to going concern’ section above)
• Impairment of Investment in Subsidiaries (Parent company only)
Materiality
• Overall Group materiality of $28.4m which represents 2.47% of adjusted EBITDAX.
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Tullow Oil plc Annual Report and Accounts 2024 – 121
An overview of the scope of the parent company and group audits
In the current year our audit scoping has been updated to reflect the new requirements of ISA (UK) 600 (Revised). We have
followed a risk-based approach when developing our audit approach to obtain sufficient appropriate audit evidence on
which to base our audit opinion. We performed risk assessment procedures, with input from our component auditors, to
identify and assess risks of material misstatement of the Group financial statements and identified significant accounts
and disclosures. When identifying components at which audit work needed to be performed to respond to the identified
risks of material misstatement of the Group financial statements, we considered our understanding of the Group and its
business environment, the potential impact of climate change, the applicable financial framework, the group’s system of
internal control at the entity level, the existence of centralised processes, applications and any relevant internal audit results.
We determined that centralised audit procedures can be performed on multiple components in the following audit areas:
Key audit area on which procedures
were performed centrally Component subject to central procedures
Business Combination
including asset revaluation
Tullow Oil Gabon SA
Cash and cash equivalent All in scope components
Investments in subsidiaries Tullow Oil Plc and Tullow Overseas Holdings BV
Intercompany balances All components
Litigation, provisions Tullow Ghana Ltd, Tullow Côte d’Ivoire Onshore Ltd, Tullow India Operations Ltd,
Tullow Uganda Ltd, Tullow Group Services Ltd, Tullow Oil plc
Equity All components
Oil and gas reserve estimates Tullow Ghana Ltd, Tullow Oil Gabon SA, Tullow Côte d’Ivoire Ltd
We then identified 5 components as individually relevant to the Group due to relevant events and conditions underlying
the identified risks of material misstatement of the group financial statements being associated with the reporting
components and 2 of the components of the group as individual relevant due to materiality or financial size of the
component relative to the group.
For those individually relevant components, we identified the significant accounts where audit work needed to be performed
at these components by applying professional judgement, having considered the group significant accounts on which
centralised procedures will be performed, the reasons for identifying the financial reporting component as an individually
relevant component and the size of the component’s account balance relative to the group significant financial
statement account balance.
We then considered whether the remaining group significant account balances not yet subject to audit procedures, in
aggregate, could give rise to a risk of material misstatement of the group financial statements. We selected 2
components of the group to include in our audit scope to address these risks.
Having identified the components for which work will be performed, we determined the scope to assign to
each component.
Of the 9 components selected, we designed and performed audit procedures on the entire financial information of 3
components (“full scope components”). For 4 components, we designed and performed audit procedures on specific
significant financial statement account balances or disclosures of the financial information of the component (“specific
scope components”). For the remaining 2 components, we performed specified audit procedures to obtain evidence for
one or more relevant assertions.
Our scoping to address the risk of material misstatement for each key audit matter is set out in the Key audit matters
section of our report.
Involvement with component teams
In establishing our overall approach to the Group audit, we determined the type of work that needed to be undertaken at
each of the components by us, as the Group audit engagement team, or by component auditors operating under our
instruction.
In line with our approach from the previous year, audit work for the Ghana component, which is a full scope component,
has been performed by an integrated primary audit team comprising of team members from EY UK and EY Ghana and
led by the Senior Statutory Auditor.
Independent auditor’s report to the members of Tullow Oil plc continued
Strategic report Corporate governance Financial statements Supplementary information
122 – Tullow Oil plc Annual Report and Accounts 2024
An overview of the scope of the parent company and group audits continued
Involvement with component teams continued
During the current year’s audit cycle, visits were undertaken by the Group audit team to Ghana in November 2024 and
January 2025. These visits involved meeting with local management, including members of finance, legal and
commercial teams. The Group audit team interacted regularly with the component teams where appropriate during
various stages of the audit, reviewed relevant working papers and were responsible for the scope and direction of the
audit process.
All audit work performed for the purposes of the audit was undertaken by the Group audit team.
Climate Change
Stakeholders are increasingly interested in how climate change will impact Tullow Oil plc. The Group has determined that the
most significant future impacts from climate change on their operations will be from potential fall in oil prices, carbon pricing
mechanisms, accessibility to debt and equity funding and ability to retain employee and stakeholders confidence in their
commitments. These are explained on pages 41 to 49 in the Task Force On Climate Related Financial Disclosures and on
pages 54 to 58 in the principal risks and uncertainties. They have also explained their climate commitments on pages 35 to
37. All of these disclosures form part of the “Other information,” rather than the audited financial statements. Our procedures
on these unaudited 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, in
line with our responsibilities on “Other information”.
In planning and performing our audit we assessed the potential impacts of climate change on the Group’s business and
any consequential material impact on its financial statements.
The group has explained in note 25, how they have reflected the impact of climate change in their financial statements
including how this aligns with their commitment to being net zero by 2030 on Scope 1 and Scope 2 GHG emissions on a
net equity basis supporting the goal of limiting global temperature rise to well below 2o C as per Article 2 of the Paris
Agreement. Significant judgements and estimates relating to climate change are included in note 25. These disclosures
also explain where governmental and societal responses to climate change risks are still developing, and where the
degree of certainty of these changes means that they cannot be taken into account when determining asset and liability
valuations 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. In note
25 to the financial statements supplementary sensitivity disclosures of the impact of changes in oil price under IEA
scenario — Net Zero Emissions by 2050 have been provided.
Our audit effort in considering the impact of climate change on the financial statements was focused on evaluating
management’s assessment of the impact of climate risk, physical and transition, their climate commitments, the effects of
material climate risks disclosed on pages 41 to 49 and the significant judgements and estimates disclosed in note 25 and
whether these have been appropriately reflected in oil and gas asset values where these are impacted by future cash flows
and associated sensitivity disclosures (see notes 25), and in the timing and nature of decommissioning liabilities recognised,
(see notes 25) following 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. As part
of this evaluation, we performed our own risk assessment, supported by our climate change internal specialists. This
included making inquiries of the Head of Sustainability and Group Finance teams, and a review of peer disclosures and
sector guidance on climate change and energy transition to determine the risks of material misstatement in the financial
statements from climate change which needed to be considered in our audit.
We also challenged the Directors’ considerations of climate change risks in their assessment of going concern and
viability and associated disclosures. Where considerations of climate change were relevant to our assessment of going
concern, these are described above.
Based on our work, whilst we have not identified the impact of climate change on the financial statements to be a
standalone key audit matter, we have considered the impact on the following key audit matter: Recoverability of Kenya
Intangible Exploration and Evaluation Asset (‘E&E’). Details of the impact, our procedures and findings are included in
our explanation of key audit matters below.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the
overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial statements as a whole, and in our opinion thereon, and
we do not provide a separate opinion on these matters. In addition to the matter described in the material uncertainties
related to going concern section, we have determined the matters described below to be the key audit matters to be
communicated in our report.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 123
Key audit matters continued
Risk Our response to the risk
Recoverability of Kenya Intangible Exploration and
Evaluation Asset (‘E&E’)
This is an estimate based on uncertain outcomes.
The remaining recoverability of the Kenya E&E asset
of $103.2m carries inherent risks that the project does
not progress to development, requiring the write-off or
impairment of the related capitalised costs, when the
relevant IFRS requirements are met.
Refer to the Audit Committee Report (page 87);
Accounting policies (page 145); and Note 8 of the
Consolidated Financial Statements (pages 154 to 156).
Determining the recoverable value of the Kenya E&E asset
is judgemental given the uncertainties surrounding the
progression of the project to Final Investment Decision
(‘FID’). Management has performed an impairment
assessment using a discounted cash flow methodology
under IAS 36 which involves estimation of key inputs in
particular oil price and discount rates.
The net present value from the discounted cash flow
model is then risk-adjusted for uncertainties associated
with the Group’s ability to recover the value of the
asset. These uncertainties include the ability to secure
a strategic partner through a farm down (including Field
Development Plan approval), obtaining government
deliverables (for example access to land and water
and improved fiscal terms), and arranging financing to
develop the asset, which represent a source of potential
management bias.
As a result of these factors, there is significant judgement
relating to the Kenya E&E asset and whether an impairment
or impairment reversal is required at year end. As disclosed
in Note 8, changes in significant assumptions can result
in a material impairment charge, or impairment reversal.
An impairment of $145m has been recorded in the
current year.
We consider that the risk associated with this key audit
matter has increased compared to the previous year
with slower than expected progress on the farm down
and challenges from the Government of Kenya (‘GoK’) in
approving the transfer of the 50% additional interest to
Tullow which results from the exit from the project of the two
other joint venture partners that held 50% between them.
Our procedures included, amongst others:
Discounted cash flow model
• confirmed our understanding of Tullow’s impairment testing
process, as well as the control environment implemented by
management by performing a walkthrough of the process;
• evaluated the professional qualifications and objectivity of
management’s external experts who performed the detailed
preparation of the resources estimates in 2021. With no material
changes to the development plan, we consider it appropriate for
management to continue to rely on the 2021 report for oil and gas
resources estimates;
• reconciled the oil and gas resources and cost estimates used in
the impairment model to the resources report produced by the
Management’s external expert and Field Development Plan (FDP)
submitted to the GoK;
• tested the mathematical accuracy and formulae integrity of
management’s model by recomputing the 2024 NPV from the
2023 model through incorporating the changes in the year and
verifying the results;
• evaluated the appropriateness of management’s discount rate for
Kenya based on an independent re-calculation of the discount
rate by EY Valuations including an assessment of country
specific risks;
• compared Tullow’s commodity price scenarios to assessments
provided by our valuation specialists and to prices used by peer
companies. We also compared Tullow’s prices to the IEA’s Net
Zero Emissions 2050 (NZE) and to the Announced Pledges
Scenario (APS) price assumptions as potential contradictory
evidence for estimates of future oil prices;
• sensitised the valuation based on significant assumptions, such
as oil price and discount rate, and audited sensitivities performed
by Tullow, including using the IEA’s Net Zero Emissions oil price
forecast post-2030;
50% additional interest
• read the communication with the GoK to understand the
challenges raised on the approval of the transfer of the additional
50% interest;
• read the Joint Operating Agreement (JOA) to evaluate
management’s legal position on their right to receive the
additional 50% interest following the exit of other joint
venture partners;
• read the legal opinion obtained by the management confirming
management’s position and evaluated the objectivity and
competency of management’s external expert;
Uncertainties in progression to FID
• engaged our valuation specialists to evaluate management’s
probabilistic methodology and reasonableness of adjustments
applied for reflecting uncertainties associated with the project
to derive risk-adjusted recoverable value;
• assessed the appropriateness of the probabilistic assessment
used to adjust for the uncertainties in computing the recoverable
amount of the asset by independently evaluating each
uncertainty’s facts and circumstances through discussions with
management outside of the finance function and inspection of
supporting evidence which included communications with the
GoK and potential farm down partners;
Independent auditor’s report to the members of Tullow Oil plc continued
Strategic report Corporate governance Financial statements Supplementary information
124 – Tullow Oil plc Annual Report and Accounts 2024
Risk Our response to the risk
Uncertainties in progression to FID continued
• analyzing fiscal terms yet to be agreed with GoK, preforming
sensitivities using current legislation and potential adverse
decisions related to monetary findings issue by GoK;
• performed press searches to identify contradictory evidence on
the status of farm down discussions, public statements by GoK
officials, progression of FDP approval and approval of the transfer
of the additional 50% interest;
• performed a stand back test to challenge management if the
remaining carrying value of the project should be nil and
computed an EY range to assess the reasonableness of
management’s estimate;
• evaluated the reasonableness of management’s estimate under
alternative forms of development to support the recognition of
remaining carrying value;
Strategic partner
• obtained signed Expression of Interest (EOI) received by the group
from third parties to assess progress of farm down discussions;
• obtained the most recent non-binding offer received by management
and evaluated this against the remaining carrying value;
• read letters from GoK supporting farm down process including
assisting in engagement with multiple national oil companies;
Other
• evaluated management’s impact assessment of potential physical
risks arising from climate change and carbon intensity of the project
and whether this may impact the chances of development; and
• assessing whether the disclosures provided in the financial
statements reflect management’s judgements, risks and
uncertainties of the project.
Key observations communicated to the Audit Committee
We consider Management’s judgement that Tullow is entitled to 100% of the economic interest in the Kenya JV as at
31 December 2024 to be reasonable. However, the delay in the approval of the transfer of the 50% additional interest and
the passage of time is considered an impairment trigger for 2024 reporting.
Management have calculated a gross NPV and then applied probabilities to reflect the remaining project uncertainties.
We consider the use of probabilistic methodology and the overall risking adjustment applied by management in calculation
of a recoverable amount of $103 million to be reasonable. We further noted that management’s estimate is within EY’s
independently determine range of $61m to $203m.
On sensitivity disclosures, management has appropriately calculated and disclosed the impact on the value of the Kenya asset
under the IEA’s NZE scenario.
How we scoped our audit to respond to the risk
We performed specific scope audit procedures over this risk in 1 location, which covered 100% of the risk amount. All audit
work performed to address this risk was undertaken by the Group audit team.
Key audit matters continued
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Tullow Oil plc Annual Report and Accounts 2024 – 125
Key audit matters continued
Risk Our response to the risk
Uncertain Tax Treatments
This is an estimate based on uncertain outcomes.
The risk is that tax provisions are not appropriate given
the nature of the tax matter.
Refer to the Audit Committee Report (page 88);
Accounting policies (page 146 and 147); and Note 6 of the
Consolidated Financial Statements (pages 152 and 153).
Uncertain tax treatments involve judgement as to
whether a matter is a provision or a contingent liability
and there is subjectivity in determining whether any
estimated provision is appropriate. This requires
significant judgement, including evaluating the
outcome of the tax matter, the timescale for resolution
and the need to negotiate with various stakeholders.
Furthermore, the outcome of the tax matter in most
instances is outside of Tullow’s control.
As described in note (ag) of Material accounting policies
to the Consolidated Financial Statements Tullow has
two ongoing arbitrations with Ghana Revenue Authority
amounting to $387 million. Our procedures were focused
on these matters. Outcomes not in Management’s
favour, that are not provided for appropriately, could
result in material charges through the Group’s profit and
loss once settled.
We consider that the risk associated with this key audit
matter has remained constant from previous year even
after receiving a favourable outcome in the first of the
three arbitrations to receive a ruling.
Our procedures included, amongst others:
• confirmed our understanding of Tullow’s taxation process, as well
as the control environment implemented by management by
performing a walkthrough of the process;
• obtained and read the correspondence with tax authorities and
when required used our local audit teams and tax specialists to
assess management’s assumptions and judgements regarding
the level of provisions made;
• inspected external legal and tax opinions, where considered
necessary, to corroborate management’s assessment of the risk
profile in respect of the tax claims;
• evaluated the professional qualifications and objectivity of
management’s external experts;
• discussed the likelihood and quantum of any potential settlement
with management outside the finance/tax function including the
General Counsel, CEO and Chair;
• obtained direct confirmation from external legal counsel
to corroborate the status and management position for
material litigations;
• obtained Tullow’s uncertain tax treatment assessments and
audited the associated workings, including assessing any
exposures and provisions were appropriately extrapolated for
periods which have yet to be assessed by tax authorities;
• ensured consistency of assumptions regarding cash outflows
in relation to arbitrations expected to progress within the going
concern period; and
• considered the relevant disclosures made within the financial
statements to ensure they appropriately reflect the facts and
circumstances of the tax litigations and exposures and are
in accordance with the requirements of IAS 37 Provisions,
IAS 12 Income Taxes and IFRIC 23 Uncertainty over Income
tax treatments.
Key observations communicated to the Audit Committee
Based on the evidence obtained and audit procedures performed, including inspecting external legal and tax opinions, we are
satisfied that the accounting treatment and disclosures in respect of litigations and uncertain tax treatments is appropriate.
We also concluded that the disclosures made in the financial statements are appropriate.
How we scoped our audit to respond to the risk
We performed centralised procedures over this risk in 1 location, which covered 100% of the risk amount. All audit work
performed to address this risk was undertaken by the Group audit team, with assistance from tax specialists in UK and Ghana.
Independent auditor’s report to the members of Tullow Oil plc continued
Strategic report Corporate governance Financial statements Supplementary information
126 – Tullow Oil plc Annual Report and Accounts 2024
Key audit matters continued
Risk Our response to the risk
Accounting for Gabon Asset swap
The accounting requires judgement in determining
the fair value of the assets acquired and assets given
up. The additional acquired interest acquired is a
business combination transaction under IFRS 3 Business
Combinations. Due to the complex nature of accounting
and application of judgement in determining fair value
of the transaction, we have identified this as a Key
audit matter.
Refer to the Audit Committee report (page 88);
Accounting policies (page 139); and Note 14 of the
Consolidated Financial Statements (pages 159 to 161).
Auditing the fair valuation of the acquired assets
involves estimation of key inputs including oil price and
discount rates. This is consistent with the estimates
referred to above in the Recoverability of Kenya
Intangible Exploration and Evaluation Asset (‘E&E’) and
Recoverability of Property, Plant and Equipment (‘PP&E’).
The consideration for the acquired assets is the fair value
of assets given up as it was a cash neutral transaction.
The difference in the carrying value and the fair value
of $39m has been recognised in the profit and loss as
‘Asset Revaluation’.
In addition, Tullow has recognised a Deferred tax liability
amounting to $45m on the taxable temporary difference
on account of fair value of the acquired assets as
compared to the corresponding tax base. Tullow has
recognised a resultant ‘Technical Goodwill’ of $45m
in accordance with the requirements of IFRS 3 at the
acquisition date.
Our procedures included, amongst others:
• obtaining and reading the executed Swap Agreement between
the counterparties ensuring management’s calculation and
narrative was consistent with the underlying agreement;
• obtaining a copy of the regulatory approval received on
18 January 2024 along with other documents such as completion
notice, updated Joint Operations Agreement and other legal
documents to verify the completion date;
• involving the EY valuations team to test the reasonability of the
methodology adopted for the fair valuation of assets including the
appropriateness of assumptions for future oil prices and discount
rate considered by management;
• Involving EY Tax to test the reasonableness of the deferred
tax liability recognised as per the requirements of IFRS 3
Business Combinations;
• testing the net book value and fair value of the assets given up
as at the completion date to verify the appropriateness of the gain
on disposal recognised in the statement of profit and loss;
• assessing the appropriateness of management’s approach in
relying on estimates produced for 31 December 2023 Annual
Report and Accounts and challenging management on whether
key assumptions such as prices had changed between
31 December 2023 and the acquisition date;
• in auditing the valuation of the acquired tangible oil and gas assets
refer to the key audit matters on Recoverability of PP&E and
Recoverability of E&E with respect to procedures performed on
the key assumptions;
• reconciling the fair valuation of assets acquired and
consideration paid to the NPV models prepared as at 31 Dec 2023
for the impairment of Property, plant and equipment for
December 2023 reporting; and
• reviewing management’s IFRS 3 disclosures for appropriateness.
Key observations communicated to the Audit Committee
We reported to the Audit Committee that, based on our procedures performed we concluded the acquisition of the additional
acquired interest meets the definition of a business under accounting standards resulting in the fair valuation of the additional
interest acquired. The previously held interest does not require a fair value assessment as there was no change in joint
operation status. We considered management’s assessment that the fair value of assets transferred is equal to the fair value
of assets acquired, based on the neutral value exchange agreed between Perenco and Tullow to be reasonable.
How we scoped our audit to respond to the risk
We performed full scope audit procedures over this risk in 1 location, which covered 100% of the risk amount. All audit work
performed to address this risk was undertaken by the Group audit team with assistance from EY Valuations and EY Tax.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 127
Key audit matters continued
Risk Our response to the risk
Impairment of Investment in Subsidiaries
(Parent company only)
This is a forecast-based estimate. The risk is that
potential impairments triggers at the subsidiary level
are not identified on a timely basis and would impact
the recoverability of the parent company’s investments
in subsidiaries.
Refer to the Audit Committee report (page 87);
Accounting policies (page 146); and Note 9 of the
Consolidated Financial Statements (pages 157 and 158).
Investments in subsidiaries in parent company financial
statements are more sensitive to changes in recoverable
value than the Group’s underlying assets because certain
assets have not been subject to impairment in the past.
The principle driver of the recoverable amount of
investments in subsidiaries is the estimated value of
underlying net assets held by the Group’s subsidiaries.
Refer to Recoverability of E&E above for related key
audit matters.
Changes to assumptions could lead to material changes
in estimated recoverable amounts.
We consider that the risk associated with this key audit
matter has increased in the current year following
recognition of significant impairment of investment in
subsidiaries following reduction in Jubilee 2P reserves.
Our procedures included, amongst others:
• assessing the methodology used by management to estimate the
recoverable value of each investment for which an impairment
test was performed, to ensure that it was consistent with the
accounting standards;
• testing that the relevant assets and liabilities of each investment
have been appropriately included in the assessment of
recoverable value, including the effects of intercompany balances;
• refer to the key audit matter on Recoverability of E&E with respect
to procedures performed on the recoverable value of individual
assets tested for impairment, including our consideration of
climate change;
• obtaining reserves report produced by management’s external
expert to identify changes in future reserves including reduction
in Jubilee 2P reserves; and
• evaluating the professional expertise and objectivity of
management’s external reserve expert.
Key observations communicated to the Audit Committee
We reported to the Audit Committee that, based on our testing performed, we concluded that the recoverable amount of
investment in subsidiaries and associated impairment of $1790.8million is reasonable. We also concluded that the disclosures
made in the financial statements are appropriate.
How we scoped our audit to respond to the risk
We performed full scope audit procedures over this risk in 1 location, which covered 100% of the risk amount. All audit work
performed to address this risk was undertaken by the Group audit team.
In the prior year, our auditor’s report included a key audit matter in relation to the Recoverability of Property, Plant and
Equipment (‘PP&E’). In the current year, this has not been considered as a KAM following the reduction in executive
involvement and lower allocation of resources. This was due to the reduced level of judgement involved as no
impairment/impairment reversal triggers were identified in the current year.
Independent auditor’s report to the members of Tullow Oil plc continued
Strategic report Corporate governance Financial statements Supplementary information
128 – Tullow Oil plc Annual Report and Accounts 2024
Our application of materiality
We apply the concept of materiality in planning and
performing the audit, in evaluating the effect of identified
misstatements on the audit and in forming our
audit opinion.
Materiality
The magnitude of an omission or misstatement that,
individually or in the aggregate, could reasonably be
expected to influence the economic decisions of the users
of the financial statements. Materiality provides a basis for
determining the nature and extent of our audit procedures.
We determined materiality for the Group to be $28.4
million (2023: $29.4 million), which is 2.47% (2023: 2.60%)
of adjusted EBITDAX. We believe that adjusted EBITDAX
provides us with the most appropriate measure upon
which to calculate materiality as it represents a key
performance indicator used by Tullow’s investors.
We have excluded non-recurring items such as
impairments of E&E assets, impairment reversal of
Property, Plant and Equipment, restructuring provisions,
non-cash movements in provisions and gain on asset
revaluation to ensure we are using a consistent measure
representative of the underlying business. The non-recurring
items excluded in 2024 were impairment of E&E assets
($212.6 million), impairment reversals ($11.8m), restructuring
provisions ($7.1 million) offset by non-cash movement in
provisions ($70.4 million), and gain on asset revaluation
($39.5 million).
We determined materiality for the Parent Company to be
$41 million (2023: $36 million), which is 1.5% (2023: 1.4%)
of Net Assets. The basis for calculating Parent Company
materiality has not changed since prior year.
During the course of our audit, we reassessed initial
materiality and concluded that Group’s actual
performance in 2024 did not affect our initial materiality.
As such our materiality was unchanged from planning.
Performance materiality
The application of materiality at the individual account
or balance level. It is set at an amount to reduce to an
appropriately low level the probability that the aggregate
of uncorrected and undetected misstatements
exceeds materiality.
On the basis of our risk assessments, together with our
assessment of the Group’s overall control environment,
our judgement was that performance materiality was 50%
(2023: 50%) of our planning materiality, namely $14.1m
(2023: $14.7m). We have set performance materiality at this
percentage due to our assessment of the nature, number
and impact of the adjusted and unadjusted audit
differences identified in 2023 audit.
Audit work was undertaken at component locations for
the purpose of responding to the assessed risks of material
misstatement of the group financial statements. The
performance materiality set for each component is based
on the relative scale and risk of the component to the
Group as a whole and our assessment of the risk of
misstatement at that component. In the current year, the
range of performance materiality allocated to components
was $3.7m to $14.2m (2023: $3.7m to $14.7m).
• EBITDA – $1,144m
• Non recurring items – $5m
• Items such as explorations costs
written off, impairment and
asset valuations.
• Totals $1,149m Adjusted EBITDAX
• Materiality of $28.4m
(2.47% of materiality basis)
Starting
basis
Adjustments
Materiality
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 129
Our application of materiality continued
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
$1.5m (2023: $1.5m), 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 117 and 191 to
195, including Strategic report, Corporate Governance
and Supplementary information, other than the financial
statements and our auditor’s report thereon. The directors
are responsible for the other information contained within
the annual report.
Our opinion on the financial statements does not cover
the other information and, except to the extent otherwise
explicitly stated in this report, we do not express any form
of assurance conclusion thereon.
Our responsibility is to read the other information and, in
doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the course of the audit or otherwise appears
to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If,
based on the work we have performed, we conclude that
there is a material misstatement of the other information,
we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion, the part of the directors’ remuneration
report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the
course of the audit:
• the information given in the strategic report and the
directors’ report for the financial year for which the
financial statements are prepared is consistent with the
financial statements; and
• the strategic report and the directors’ report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report
by exception
In the light of the knowledge and understanding of the
group and the parent company and its environment
obtained in the course of the audit, we have not identified
material misstatements in the strategic report or the
directors’ report.
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the
parent company, or returns adequate for our audit have
not been received from branches not visited by us; or
• the parent company financial statements and the part of
the Directors’ Remuneration Report to be audited are not
in agreement with the accounting records and
returns; or
• certain disclosures of directors’ remuneration specified
by law are not made; or
• we have not received all the information and
explanations we require for our audit.
Corporate Governance Statement
The listing rules require us to review 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 UK
Listing Rules.
Aside from the impact of the matters disclosed in the
material uncertainties related to going concern section,
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 set out on pages
65 and 66;
• Directors’ explanation as to its assessment of the
company’s prospects, the period this assessment covers
and why the period is appropriate set out on pages
59 and 60;
• Directors’ statement on whether it has a reasonable
expectation that the group will be able to continue in
operation and meets its liabilities set out on page 60;
• Directors’ statement on fair, balanced and
understandable set out on page 117;
• Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out
on page 89;
Independent auditor’s report to the members of Tullow Oil plc continued
Strategic report Corporate governance Financial statements Supplementary information
130 – Tullow Oil plc Annual Report and Accounts 2024
Corporate Governance Statement continued
• The section of the annual report that describes the
review of effectiveness of risk management and internal
control systems set out on pages 88 and 89; and
• The section describing the work of the Audit Committee
set out on page 86.
Responsibilities of directors
As explained more fully in the directors’ responsibilities
statement set out on page 117, the directors are responsible
for the preparation of the financial statements and for
being satisfied that they give a true and fair view, and for
such internal control as the directors determine is necessary
to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud
or error.
In preparing the financial statements, the directors are
responsible for assessing the group and parent company’s
ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the
going concern basis of accounting unless the directors
either intend to liquidate the group or the parent company
or to cease operations, or have no realistic alternative
but to do so.
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and
to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of these
financial statements.
Explanation as to what extent the audit was
considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with
our responsibilities, outlined above, to detect irregularities,
including fraud. The risk of not detecting a material
misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery or intentional
misrepresentations, or through collusion. The extent to which
our procedures are capable of detecting irregularities,
including fraud is detailed below.
However, the primary responsibility for the prevention
and detection of fraud rests with both those charged
with governance of the company and management.
• We obtained an understanding of the legal and
regulatory frameworks that are applicable to the group
and determined that the most significant are those that
related to the reporting framework (UK-adopted IAS,
IFRS, Companies Act 2006, the UK Corporate Governance
Code and Listing Rules of the UK Listing Authority) and
the relevant tax compliance regulations in the jurisdictions
in which Tullow operates. In addition, we concluded that
there are certain significant laws and regulations that
may have an effect on the determination of the amounts
and disclosures in the financial statements, relating to
health and safety, employee matters, environmental
matters and bribery and corruption practices.
• We understood how Tullow Oil plc is complying with
those frameworks by making inquiries of management,
internal audit and those responsible for legal and
compliance procedures. We corroborated our enquiries
through review of board minutes, papers provided to
Audit committees and correspondence received from
regulatory bodies.
• We assessed the susceptibility of the group’s financial
statements to material misstatement, including how
fraud might occur by considering the degree of incentive,
opportunity and rationalisation that may exist within the
group. We did this by meeting with management to gain an
understanding of where there was susceptibility to fraud,
how the company is complying with international tax
laws and regulations, procedures in place to address
the risk of bribery and corruption in high-risk countries.
We also performed procedures around setting key
performance indicators and, alongside our forensics
specialists, assessed whistleblowing incidences for
those with a potential financial reporting impact.
• Based on this understanding we designed our audit
procedures to identify non-compliance with such laws
and regulations. Our procedures involved journal entry
testing, with a focus on journals meeting defined risk
criteria based on our understanding of the business;
inquiries with legal counsel, group management, internal
audit and all full and specific scope management; review
of volume and nature of whistleblowing complaints
received during the year; review of legal expense
accounts; and performance of adverse press searches.
• Based on the results of our audit procedures, and where
instances of potential non-compliance were identified,
we consulted the relevant EY local teams and EY
specialists who aided us in determining sufficient,
and executing appropriate, procedures to respond
to the risk identified.
A further description of our responsibilities for the
audit of the financial statements is located on the
Financial Reporting Council’s website at
https://www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 131
Other matters we are required to address
• Following the recommendation from the audit
committee we were appointed by the company on
21 July 2020 to audit the financial statements for the
year ending 31 December 2020 and subsequent
financial periods. The period of total uninterrupted
engagement including previous renewals and
reappointments is 5 years, covering the years ending
2020 to 2024.
• The audit opinion is consistent with the additional report
to the Audit Committee.
Use of our report
This report is made solely to the company’s members,
as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken
so that we might state to the company’s members those
matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility
to anyone other than the company and the company’s
members as a body, for our audit work, for this report,
or for the opinions we have formed.
Ernst & Young LLP, Statutory Auditor
London
24 March 2025
Independent auditor’s report to the members of Tullow Oil plc continued
Strategic report Corporate governance Financial statements Supplementary information
132 – Tullow Oil plc Annual Report and Accounts 2024
Group income statement
Year ended 31 December 2024
| 2024 | 2023 | ||
| Notes | $m | $m | |
Revenue | 2 | ||
Cost of sales | 4 | ( | ( |
Gross profit | |||
Administrative expenses | 4 | ( | ( |
Restructuring provision | 4 | ( | |
Expected credit loss charge on trade receivables | 12 | ( | |
Other gains | |||
Asset revaluation | 14 | ||
Exploration costs written off | 8 | ( | ( |
Impairment reversal/(impairment) of property, plant and equipment, net | 9 | ( | |
Provisions reversal | 4 | ||
Operating profit | |||
Loss on hedging instruments | ( | ||
Gain on bond buyback | |||
Finance income | 5 | ||
Finance costs | 5 | ( | ( |
Profit before tax | |||
Income tax expense | 6 | ( | ( |
Profit/(loss) for the year | ( | ||
| Attributable to: | |||
Owners of the Company | ( | ||
Earnings/(loss) per ordinary share | 7 | ¢ | ¢ |
Basic | ( | ||
Diluted | ( |
Group statement of comprehensive income and expense
Year ended 31 December 2024
| 2024 | 2023 | ||
| Notes | $m | $m | |
Profit/(loss) for the year | ( | ||
| Items that may be reclassified to the income statement in subsequent periods | |||
| Cash flow hedges | |||
(Losses)/gains arising in the year | 17 | ( | |
(Losses)/gains arising in the year – time value | 17 | ( | |
Reclassification adjustments for items included in profit on realisation | 17 | ||
Reclassification adjustments for items included in loss on realisation – time value | 17 | ||
Exchange differences on translation of foreign operations | ( | ||
Other comprehensive income | |||
Net other comprehensive income for the year | |||
Total comprehensive income for the year | |||
| Attributable to: | |||
Owners of the Company |
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 133
Group balance sheet
As at 31 December 2024
| 2024 | 2023 | ||
| Notes | $m | $m | |
| ASSETS | |||
| Non-current assets | |||
Goodwill | 14 | ||
Intangible exploration and evaluation assets | 8 | ||
Property, plant and equipment | 9 | ||
Other non-current assets | 10 | ||
Deferred tax assets | 20 | ||
| Current assets | |||
Inventories | 11 | ||
Trade receivables | 12 | ||
Other current assets | 10 | ||
Current tax assets | 6 | ||
Derivative financial instruments | 17 | ||
Cash and cash equivalents | 13 | ||
Assets classified as held for sale | 14 | ||
Total assets | |||
| LIABILITIES | |||
| Current liabilities | |||
Trade and other payables | 15 | ( | ( |
Borrowings | 16 | ( | ( |
Provisions | 19 | ( | ( |
Current tax liabilities | 6 | ( | ( |
Derivative financial instruments | 17 | ( | ( |
Liabilities associated with assets classified as held for sale | 14 | ( | |
( | ( | ||
| Non-current liabilities | |||
Trade and other payables | 15 | ( | ( |
Borrowings | 16 | ( | ( |
Provisions | 19 | ( | ( |
Deferred tax liabilities | 20 | ( | ( |
| ( | ( | ||
Total liabilities | ( | ( | |
Net liabilities | ( | ( | |
| EQUITY | |||
Called-up share capital | 21 | ||
Share premium | 21 | ||
Foreign currency translation reserve | ( | ( | |
Hedge reserve | ( | ||
Hedge reserve – time value | 17 | ( | ( |
Merger reserve | |||
Retained earnings | ( | ( | |
Equity attributable to equity holders of the Company | ( | ( | |
Total equity | ( | ( |
Strategic report Corporate governance Financial statements Supplementary information
134 – Tullow Oil plc Annual Report and Accounts 2024
Group statement of changes in equity
Year ended 31 December 2024
| Foreign | Hedge | ||||||||
| currency | reserve | ||||||||
| Share | Share | translation | Hedge | – time | Merger | Retained | Total | ||
| capital | premium | reserve 1 | reserve 2 | value 2 | reserve 3 | earnings | equity | ||
| Notes | $m | $m | $m | $m | $m | $m | $m | $m | |
At 1 January 2023 | ( | ( | ( | ( | ( | ||||
Loss for the year | ( | ( | |||||||
Hedges, net of tax | 17 | ||||||||
| Currency translation | |||||||||
adjustments | ( | ( | |||||||
Total comprehensive income | ( | ( | |||||||
| Exercise of employee | |||||||||
share options | 21 | ( | |||||||
| Share-based | |||||||||
payment charges | 22 | ||||||||
At 1 January 2024 | ( | ( | ( | ( | ( | ||||
Profit for the year | |||||||||
Hedges, net of tax | 17 | ||||||||
| Currency translation | |||||||||
adjustments | |||||||||
Total comprehensive income | |||||||||
| Exercise of employee | |||||||||
share options | 21 | ( | |||||||
| Share-based | |||||||||
payment charges | 22 | ||||||||
At 31 December 2024 | ( | ( | ( | ( |
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. The merger reserve represents the premium on shares issued in relation to acquisitions.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 135
Group cash flow statement
Year ended 31 December 2024
| 2024 | 2023 | ||
| Notes | $m | $m | |
| Cash flows from operating activities | |||
Profit before tax | |||
| Adjustments for: | |||
Depreciation, depletion and amortisation | 9 | ||
Asset revaluation | 14 | ( | |
Other gains | ( | ||
Taxes paid in kind | 6 | ( | ( |
Exploration costs written off | 8 | ||
Impairment (reversal)/impairment of property, plant and equipment, net | 9 | ( | |
Provisions reversal, net | ( | ( | |
Payment for provisions | 19 | ( | ( |
Decommissioning expenditure | ( | ( | |
Share-based payment charge | 22 | ||
Loss on hedging instruments | |||
Gain on bond buyback | ( | ||
Finance income | 5 | ( | ( |
Finance costs | 5 | ||
Operating cash flow before working capital movements | |||
Decrease/(increase) in trade and other receivables | ( | ||
(Increase)/decrease in inventories | ( | ||
Increase in trade and other payables | |||
Cash generated from operating activities | |||
Income taxes paid | ( | ( | |
Net cash from operating activities | |||
| Cash flows from investing activities | |||
Proceeds from disposals | |||
Purchase of additional interest in joint operation | 14 | ( | |
Purchase of intangible exploration and evaluation assets | 27 | ( | ( |
Purchase of property, plant and equipment | 27 | ( | ( |
Interest received | |||
Net cash used in investing activities | ( | ( | |
| Cash flows from financing activities | |||
Debt arrangement fees | ( | ||
Repayment of borrowings | 27 | ( | ( |
Drawdown of borrowings | |||
Payment of obligations under leases | 18 | ( | ( |
Finance costs paid | ( | ( | |
Net cash used in financing activities | ( | ( | |
Net increase/(decrease) in cash and cash equivalents | ( | ||
Cash and cash equivalents at beginning of year | |||
Foreign exchange gain/(loss) | ( | ||
Cash and cash equivalents at end of year | 13 |
Strategic report Corporate governance Financial statements Supplementary information
136 – Tullow Oil plc Annual Report and Accounts 2024
Material accounting policies
Year ended 31 December 2024
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 137
Material accounting policies continued
Year ended 31 December 2024
(d) Basis of preparation continued
Liquidity risk management and going
concern
continued
Strategic report Corporate governance Financial statements Supplementary information
138 – Tullow Oil plc Annual Report and Accounts 2024
(e) Basis of consolidation continued
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 139
Material accounting policies continued
Year ended 31 December 2024
(h) Revenue from contracts with
customers continued
i) Revenue from crude oil sales continued
Strategic report Corporate governance Financial statements Supplementary information
140 – Tullow Oil plc Annual Report and Accounts 2024
(m) Intangible, exploration and evaluation assets
and oil and gas assets continued
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 141
Material accounting policies continued
Year ended 31 December 2024
Strategic report Corporate governance Financial statements Supplementary information
142 – Tullow Oil plc Annual Report and Accounts 2024
(w) Derivative financial instruments continued
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 143
Material accounting policies continued
Year ended 31 December 2024
Strategic report Corporate governance Financial statements Supplementary information
144 – Tullow Oil plc Annual Report and Accounts 2024
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 145
Material accounting policies continued
Year ended 31 December 2024
(af) Critical accounting judgements continued
Carrying value of intangible exploration and
evaluation assets (note 8) continued
Strategic report Corporate governance Financial statements Supplementary information
146 – Tullow Oil plc Annual Report and Accounts 2024
(ag) Key sources of estimation uncertainty continued
Uncertain tax treatments continued
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 147
Note 1. Segmental reporting
The information reported to the Group’s Chief Executive Officer for the purposes of resource allocation and assessment
of segment performance is focused on four Business Units: Ghana, Non-operated producing assets and
decommissioning assets, Kenya and Exploration. Therefore, the Group’s reportable segments under IFRS 8 are Ghana,
Non-Operated, Kenya and Exploration.
The following tables present revenue, loss and certain asset and liability information regarding the Group’s reportable
business segments for the years ended 31 December 2024 and 31 December 2023.
| Non- | |||||||
| Ghana | Operated | Kenya | Exploration | Corporate | Total | ||
| Notes | $m | $m | $m | $m | $m | $m | |
| 2024 | |||||||
Sales revenue by origin | 2 | 1,325.4 | 283.1 | – | – | (73.6) | 1,534.9 |
Segment result 1 | 722.6 | 123.5 | (145.4) | (55.9) | (91.6) | 553.2 | |
Provisions reversal | 70.4 | ||||||
Asset revaluation | 38.9 | ||||||
Unallocated corporate expenses 2 | (66.9) | ||||||
Operating profit | 595.6 | ||||||
Finance income | 71.5 | ||||||
Finance costs | (345.6) | ||||||
Profit before tax | 321.5 | ||||||
Income tax expense | (266.9) | ||||||
Profit after tax | 54.6 | ||||||
Total assets | 3,164.3 | 305.0 | 112.2 | 4.9 | 465.1 | 4,051.5 | |
Total liabilities 3 | (1,978.4) | (254.2) | (5.8) | (6.2) | (2,079.6) | (4,324.2) | |
| Other segment information | |||||||
| Capital expenditure: | |||||||
Property, plant and equipment | 126.4 | 122.3 | 2.2 | – | 2.6 | 253.5 | |
Intangible exploration and evaluation assets | 0.2 | 14.3 | 6.4 | 13.8 | – | 34.7 | |
Depletion, depreciation and amortisation | (401.4) | (37.0) | (2.7) | – | (3.1) | (444.2) | |
| Impairment reversal of property, plant | |||||||
and equipment, net | – | 11.8 | – | – | – | 11.8 | |
Exploration costs written off | – | (11.2) | (145.4) | (56.0) | – | (212.6) |
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. Unallocated expenditure includes amounts of a corporate nature and not specifically attributable to a geographic area.
3. Total liabilities – Corporate comprise the Group’s external debt and other non-attributable liabilities.
Reconciliation of segment result
| 2024 | 2023 | |
| $m | $m | |
Segment result | 553.2 | 329.8 |
| Add back: | ||
Exploration costs written off | 212.6 | 27.0 |
Impairment (reversal)/impairment of property, plant and equipment | (11.8) | 408.1 |
Gross profit | 754.0 | 764.9 |
All sales are made to external customers. In 2023, Tullow entered an oil marketing contract under which it sells its crude
oil entitlements to Glencore Energy UK Limited. The contract expires in 2028. Revenues arising from this contract from
Ghana and Non-operated segments amounted to approximately $1,501 million in 2024. No other customer contributed
more than 10% of total sales revenue during the year. In 2023, revenues arising from Ghana and Non-operated segments
amounted to approximately $462.3 million, $326.9 million and $181.9 million relating to the Group’s customers, who each
contributed more than 10% of sales revenue.
Notes to the Group Financial Statements
Year ended 31 December 2024
Strategic report Corporate governance Financial statements Supplementary information
148 – Tullow Oil plc Annual Report and Accounts 2024
Note 1. Segmental reporting continued
| Non- | |||||||
| Ghana | Operated | Kenya | Exploration | Corporate | Total | ||
| Notes | $m | $m | $m | $m | $m | $m | |
| 2023 | |||||||
Sales revenue by origin | 2 | 1,311.4 | 461.8 | – | – | (139.1) | 1,634.1 |
Segment result 1 | 408.2 | 114.0 | (17.9) | (9.9) | (164.6) | 329.8 | |
Provisions reversal | 22.0 | ||||||
Other gains | 0.2 | ||||||
Unallocated corporate expenses 2 | (56.1) | ||||||
Operating profit | 295.9 | ||||||
Loss on hedging instruments | (0.4) | ||||||
Gain on bond buyback | 86.0 | ||||||
Finance income | 44.0 | ||||||
Finance costs | (329.6) | ||||||
Profit before tax | 95.9 | ||||||
Income tax expense | (205.5) | ||||||
Loss after tax | (109.6) | ||||||
Total assets | 3,529.7 | 200.9 | 253.3 | 48.5 | 426.2 | 4,458.6 | |
Total liabilities 3 | (2,231.6) | (355.1) | (10.3) | (2.9) | (2,218.1) | (4,818.0) | |
| Other segment information | |||||||
| Capital expenditure: | |||||||
Property, plant and equipment | 413.7 | 85.9 | (2.2) | – | 2.1 | 499.5 | |
Intangible exploration and evaluation assets | 0.2 | 1.6 | 7.5 | 16.1 | – | 25.4 | |
Depletion, depreciation and amortisation | (387.7) | (44.1) | 0.6 | – | (5.4) | (436.6) | |
Impairment of property, plant and equipment, net | (301.2) | (97.9) | – | – | (9.0) | (408.1) | |
Exploration costs written off | (0.2) | 0.9 | (17.9) | (9.8) | – | (27.0) |
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. Unallocated expenditure includes amounts of a corporate nature and not specifically attributable to a geographic area.
3. Total liabilities – Corporate comprise the Group’s external debt and other non-attributable liabilities.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 149
Notes to the Group Financial Statements continued
Year ended 31 December 2024
Note 1. Segmental reporting continued
| Non- | Non- | |||
| Sales | Sales | current | current | |
| revenue | revenue | assets 1 | assets 1 | |
| 2024 | 2023 | 2024 | 2023 | |
| Sales revenue and non-current assets by origin | $m | $m | $m | $m |
Ghana | 1,325.4 | 1,311.4 | 2,468.3 | 2,771.0 |
Total Ghana | 1,325.4 | 1,311.4 | 2,468.3 | 2,771.0 |
Kenya | – | – | 110.9 | 250.0 |
Total Kenya | – | – | 110.9 | 250.0 |
Argentina | – | – | – | 36.4 |
Côte d’Ivoire | – | – | – | 5.8 |
Total Exploration | – | – | – | 42.2 |
Gabon | 247.8 | 419.5 | 228.4 | 82.8 |
Côte d’Ivoire | 35.3 | 42.3 | – | 0.4 |
Total Non-Operated | 283.1 | 461.8 | 228.4 | 83.2 |
Corporate | (73.6) | (139.1) | 11.3 | 12.0 |
Total | 1,534.9 | 1,634.1 | 2,818.9 | 3,158.4 |
| 2024 | 2023 | |
| $m | $m | |
| Revenue from contracts with customers | ||
Revenue from crude oil sales | 1,554.5 | 1,744.6 |
Revenue from gas sales | 54.0 | 28.6 |
Total revenue from contracts with customers | 1,608.5 | 1,773.2 |
Loss on realisation of cash flow hedges | (73.6) | (139.1) |
Total revenue | 1,534.9 | 1,634.1 |
Note 3. Staff costs
The average annual number of employees employed by the Group worldwide was:
| 2024 | 2023 | |
| Number | Number | |
Administration | 198 | 187 |
Technical | 204 | 206 |
Total | 402 | 393 |
Staff costs in respect of those employees were as follows:
| 2024 | 2023 | |
| $m | $m | |
Salaries | 73.5 | 71.5 |
Social security costs | 6.6 | 7.1 |
Pension costs | 6.2 | 6.3 |
Total staff costs | 86.3 | 84.9 |
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 administrative overhead cost
in the income statement. The net staff costs recognised in the income statement were $12.1 million (2023: $16.5 million).
Strategic report Corporate governance Financial statements Supplementary information
150 – Tullow Oil plc Annual Report and Accounts 2024
Note 3. Staff costs continued
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 $6.2 million (2023: $6.3 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.
| 2024 | 2023 | ||
| Notes | $m | $m | |
| Operating profit is stated after charging/(deducting): | |||
Operating costs | 272.4 | 292.9 | |
Depletion and amortisation of oil and gas and leased assets 1 | 9 | 437.6 | 430.8 |
Overlift, underlift and oil stock movements | 42.5 | 109.3 | |
Royalties | 27.9 | 33.9 | |
Share-based payment charge included in cost of sales | 22 | 0.4 | 0.4 |
Other cost of sales | 0.1 | 1.9 | |
Total cost of sales | 780.9 | 869.2 | |
Share-based payment charge included in administrative expenses | 22 | 6.5 | 5.6 |
Depreciation of other fixed assets 1 | 9 | 6.6 | 5.8 |
Other administrative costs | 40.1 | 44.7 | |
Total administrative expenses | 53.2 | 56.1 | |
Provisions reversal 2 | (63.3) | (22.0) | |
| Fees payable to the Company’s auditor for: | |||
The audit of the Company’s annual accounts | 2.2 | 2.0 | |
The audit of the Company’s subsidiaries pursuant to legislation | 0.5 | 0.5 | |
Total audit services | 2.7 | 2.5 | |
| Non-audit services: | |||
Audit-related assurance services | 0.5 | 0.5 | |
Corporate finance services | 0.8 | – | |
Total non-audit services | 1.3 | 0.5 | |
Total | 4.0 | 3.0 |
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 151
Notes to the Group Financial Statements continued
Year ended 31 December 2024
| 2024 | 2023 | ||
| Notes | $m | $m | |
Interest on bank overdrafts and borrowings | 211.5 | 237.0 | |
Interest on obligations under leases | 18 | 119.7 | 78.6 |
Total borrowing costs | 331.2 | 315.6 | |
Finance and arrangement fees | 3.0 | 1.9 | |
Other interest expense | – | 2.0 | |
Unwinding of discount on decommissioning provisions | 19 | 11.4 | 10.1 |
Total finance costs | 345.6 | 329.6 | |
Interest income on amounts due from Joint Venture Partners for leases | 18 | (48.1) | (30.1) |
Other finance income | (23.4) | (13.9) | |
Total finance income | (71.5) | (44.0) | |
Net financing costs | 274.1 | 285.6 |
Note 6. Taxation on profit on continuing activities
| 2024 | 2023 | ||
| Notes | $m | $m | |
| Current tax on profits for the year | |||
UK corporation tax | – | (1.9) | |
Foreign tax | 307.6 | 322.2 | |
Taxes paid in kind under Production Sharing Contracts | 6.3 | 11.0 | |
Adjustments in respect of prior periods | (3.5) | 10.8 | |
Total corporate tax | 310.4 | 342.1 | |
UK petroleum revenue tax | (2.4) | (0.7) | |
Total current tax | 308.0 | 341.4 | |
| Deferred tax | |||
| Origination and reversal of temporary differences | |||
UK corporation tax | (19.1) | (22.9) | |
Foreign tax | (27.0) | (106.5) | |
Adjustments in respect of prior periods | 1.1 | (2.8) | |
Total deferred corporate tax | (45.0) | (132.2) | |
Deferred UK petroleum revenue tax | 3.9 | (3.7) | |
Total deferred tax | 20 | (41.1) | (135.9) |
Total income tax expense | 266.9 | 205.5 |
Strategic report Corporate governance Financial statements Supplementary information
152 – Tullow Oil plc Annual Report and Accounts 2024
Note 6. Taxation on profit on continuing activities continued
The tax rate applied to profit on continuing activities in preparing the reconciliation below is the UK corporation tax rate
applicable to the Group’s UK profits, being 25% (2023: 23.5%). The difference between the total income tax expense
shown above and the amount calculated by applying the standard rate of UK corporation tax applicable to UK profits of
25% is as follows:
| 2024 | 2023 | |
| $m | $m | |
Profit from continuing activities before tax | 321.5 | 95.9 |
Tax on profit from continuing activities at the standard UK corporation tax rate of 25% (2023: 23.5%) | 80.4 | 22.5 |
| Effects of: | ||
Non-deductible exploration expenditure a | 50.3 | 3.4 |
Other non-deductible expenses b | 0.4 | 35.4 |
Net deferred tax asset not recognised c | 78.2 | 65.1 |
Utilisation of tax losses not previously recognised | (0.6) | (0.2) |
Adjustment relating to prior years d | (2.4) | (2.8) |
Other tax rates applicable outside the UK | 95.9 | 82.4 |
Other income not subject to corporation tax | 0.3 | (0.3) |
Tax impact of acquisitions and disposals | (35.6) | – |
Total income tax expense for the year | 266.9 | 205.5 |
a. Includes recurring explorations costs written off where there is no deferred tax impact.
b. Includes impairments.
c. Includes hedging losses and interest expense.
d. Includes movements in provisions in respect of uncertain tax treatments.
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%) and Gabon convention fields (50%), Gabon PSC fields (35%) and CDI PSC (25%).
Furthermore, there is no tax benefit arising on net interest and hedging expense in the UK. Accordingly, the Group’s tax
charge will continue to vary according to the jurisdictions in which pre-tax profits arise.
The Group has tax losses of $4,005.8 million (2023: $4,195.3 million) of which $2,757.8 million are available for offset
indefinitely and $1,248.0 million in the next five to seven years against future taxable profits in the companies in which the
losses arose. Deferred tax assets have not been recognised in respect of losses of $4,005.8 million (2023: $4,165.7
million) as it is not sufficiently probable that there will be future taxable profits against which these losses can be utilised.
The Group has recognised deferred tax assets of $nil (2023: $7.4 million) in relation to tax losses. The Group has suffered
these losses in either the current or preceding period in the tax jurisdiction to which the deferred tax asset relates.
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 2024, nil tax expense (2023: nil tax expense) has been recognised through other comprehensive income.
Global minimum top-up tax
The Group has applied the exception to recognising and disclosing information about deferred tax assets and liabilities
relating to Pillar II income taxes. The Group’s effective tax rate is more than 15% for this period and the Group is not
expecting profit to be taxed at less than 15%.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 153
Notes to the Group Financial Statements continued
Year ended 31 December 2024
Note 7. Earnings/ (loss) per ordinary share
Basic earnings/ (loss) per ordinary share amounts are calculated by dividing net profit/(loss) for the year attributable to
ordinary equity holders of the Parent by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per ordinary share amounts are calculated by dividing net profit/(loss) for the year attributable to
ordinary equity holders of the Parent by the weighted average number of ordinary shares outstanding during the year
plus the weighted average number of dilutive ordinary shares that would be issued if employee and other share options
were converted into ordinary shares.
| 2024 | 2023 | |
| $m | $m | |
| Profit/(loss) for the year | ||
Net profit/(loss) attributable to equity shareholders | 54.6 | (109.6) |
Effect of dilutive potential ordinary shares | – | – |
Diluted net earnings/(loss) attributable to equity shareholders | 54.6 | (109.6) |
| 2024 | 2023 | |
| Number | Number | |
| Number of shares | ||
Basic weighted average number of shares | 1,457,066,889 | 1,447,121,945 |
Dilutive potential ordinary shares | 77,518,716 | – |
Diluted weighted average number of shares | 1,534,585,605 | 1,447,121,945 |
| 2024 | 2023 | |
| $m | $m | |
At 1 January | 287.0 | 288.6 |
Additions | 34.7 | 25.4 |
Amounts written off | (212.6) | (27.0) |
At 31 December | 109.1 | 287.0 |
| 2024 | ||||
| Remaining | ||||
| Rationale for | 2024 | recoverable | ||
| 2024 | Write-off | amount | ||
Country | CGU | write-off | $m | $m |
Argentina | MLO114, MLO119 and MLO122 | a | 38.8 | – |
Côte d’Ivoire | Block 524 and Block 803 | a | 15.5 | – |
Gabon | Simba | b | 10.3 | – |
Kenya | Blocks 10BB and 13T | c | 145.4 | 103.2 |
New Ventures | Various | d | 1.3 | – |
Uganda | Exploration areas 1, 1A, 2 and 3A | e | 0.8 | – |
Other | Various | 0.5 | – | |
Total write-off | 212.6 |
Strategic report Corporate governance Financial statements Supplementary information
154 – Tullow Oil plc Annual Report and Accounts 2024
Note 8. Intangible exploration and evaluation assets continued
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 155
Notes to the Group Financial Statements continued
Year ended 31 December 2024
Note 8. Intangible exploration and evaluation assets continued
Kenya continued
| 2023 | ||||
| Rationale for | 2023 | Remaining | ||
| 2023 | Write-off/ | recoverable | ||
| write-off/ | (back) | amount | ||
Country | CGU | (back) | $m | $m |
Guyana | Kanuku | a | 1.7 | – |
Guyana | Orinduik | a | 0.7 | – |
Côte d’Ivoire | Block 524 | a | 3.3 | – |
Kenya | Blocks 10BB and 13T | b,c | 17.9 | 242.2 |
New Ventures | Various | d | 4.1 | – |
Uganda | Exploration areas 1, 1A, 2 and 3A | e | (4.3) | – |
Gabon | Simba | f | 3.4 | – |
Other | Various | 0.2 | – | |
Total write-off | 27.0 |
Strategic report Corporate governance Financial statements Supplementary information
156 – Tullow Oil plc Annual Report and Accounts 2024
Note 9. Property, plant and equipment
| 2024 | 2024 | 2024 | 2023 | 2023 | 2023 | ||||
| Oil | Other | Right | Oil | Other | Right | ||||
| and gas | fixed | of use | 2024 | and gas | fixed | of use | 2023 | ||
| assets | assets | assets | Total | assets | assets | assets | Total | ||
| Notes | $m | $m | $m | $m | $m | $m | $m | $m | |
| Cost | |||||||||
At 1 January | 11,282.1 | 21.9 | 1,268.8 | 12,572.8 | 11,182.6 | 30.0 | 1,196.8 | 12,409.4 | |
Additions 1 | 1 | 151.6 | 3.1 | 1.4 | 156.1 | 416.1 | 2.3 | 81.1 | 499.5 |
Acquisitions 2 | 1 | 97.4 | – | – | 97.4 | – | – | – | – |
Transfer to assets held for sale | – | – | – | – | (302.8) | – | – | (302.8) | |
Asset retirement 3 | – | (1.3) | (145.3) | (146.6) | (67.7) | (11.0) | (10.6) | (89.3) | |
| Currency translation | |||||||||
adjustments | (17.3) | (0.3) | (0.5) | (18.1) | 53.9 | 0.6 | 1.5 | 56.0 | |
At 31 December | 11,513.8 | 23.4 | 1,124.4 | 12,661.6 | 11,282.1 | 21.9 | 1,268.8 | 12,572.8 | |
Depreciation, depletion, amortisation and impairment | |||||||||
At 1 January | (9,377.7) | (17.5) | (644.8) | (10,040.0) | (8,888.4) | (24.4) | (515.2) | (9,428.0) | |
| Charge for the year | 4 | (350.3) | (2.5) | (91.4) | (444.2) | (351.6) | (3.6) | (81.4) | (436.6) |
Impairment reversal/(loss) | 11.8 | – | – | 11.8 | (399.1) | – | (9.0) | (408.1) | |
Capitalised depreciation | – | – | (29.5) | (29.5) | – | – | (49.3) | (49.3) | |
Transfer to assets held for sale | – | – | – | – | 247.6 | – | – | 247.6 | |
Asset retirement 3 | – | 1.3 | 145.3 | 146.6 | 67.7 | 11.0 | 10.6 | 89.3 | |
| Currency translation | |||||||||
adjustments | 17.3 | 0.1 | 0.4 | 17.8 | (53.9) | (0.5) | (0.5) | (54.9) | |
At 31 December | (9,698.9) | (18.6) | (620.0) | (10,337.5) | (9,377.7) | (17.5) | (644.8) | (10,040.0) | |
Net book value at 31 December | 1,814.9 | 4.8 | 504.4 | 2,324.1 | 1,904.4 | 4.4 | 624.0 | 2,532.8 |
1.
Included in additions is an impairment reversal of $19.7 million (2023: impairment loss of $27.9 million) in respect of decommissioning costs in
Mauritania.
2. This relates to the Gabon asset swap transaction discussed in note 14 Business combination.
3. The asset retirement of right-of-use assets in 2024 relates to the disposal of a drilling ship following completion of the 2023 drilling programme.
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 2024 and 2023, 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 | |
2024 | $74/bbl | $71/bbl | $75/bbl | $75/bbl | $75/bbl | $75/bbl inflated at 2% |
2023 | $78/bbl | $75/bbl | $75/bbl | $75/bbl | $75/bbl | $75/bbl inflated at 2% |
| 2024 | ||||
| Trigger for | 2024 | Remaining | ||
| 2024 | Impairment/ | Pre-tax | recoverable | |
| impairment/ | (reversal) | discount rate | amount e | |
| (reversal) | $m | assumption | $m | |
Espoir (Côte d’Ivoire) | a | 2.5 | 14% | – |
Mauritania | b | (19.7) | n/a | – |
UK CGU | c,d | 5.4 | n/a | – |
Impairment reversal | (11.8) | – |
a. Change to decommissioning discount rate.
b. Impairment reversal driven by operational efficiencies and scope revision.
c. Change to decommissioning estimate.
d. The fields in the UK are grouped into one CGU as all fields share critical gas infrastructure.
e. The remaining recoverable amount of the asset is its value in use.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 157
Notes to the Group Financial Statements continued
Year ended 31 December 2024
Note 9. Property, plant and equipment continued
The impairment reversal identified in Mauritania was driven by revisions to the scope of decommissioning activities
undertaken as well as operational efficiencies implemented following the transition to directly operating the campaign.
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.
For Net Zero emissions sensitivities, refer to pages 47 and 48 of the TCFD and note 25 Climate change and energy transition.
| 2023 | ||||
| Pre-tax | Remaining | |||
| Trigger for | 2023 | discount | recoverable | |
| 2023 | Impairment | rate | amount g | |
| impairment | $m | assumption | $m | |
Espoir (Côte d’Ivoire) | a, c | 53.5 | 14% | 0.4 |
TEN (Ghana) | b, c | 301.2 | 14% | 528.3 |
Mauritania | d | 27.9 | n/a | – |
UK CGU | d, e | 16.5 | n/a | – |
UK Corporate | f | 9.0 | n/a | – |
Impairment | 408.1 |
a. Increase in production and development costs.
b. Revision of value based on revisions to reserves.
c. Revision of short-, medium- and long-term oil price assumptions.
d. Change to decommissioning estimate.
e. The fields in the UK are grouped into one CGU as all fields share critical gas infrastructure.
f. Fully impaired right-of-use asset relating to a vacant office space.
g. The remaining recoverable amount of the asset is its value in use.
| 2024 | 2023 | |
| $m | $m | |
| Non-current | ||
Amounts due from Joint Venture Partners | 333.1 | 332.5 |
VAT recoverable | 7.7 | 6.1 |
340.8 | 338.6 | |
| Current | ||
Amounts due from Joint Venture Partners | 350.2 | 498.1 |
Underlifts | 20.9 | 47.8 |
Prepayments | 17.1 | 21.1 |
Other current assets | 3.7 | 4.2 |
391.9 | 571.2 | |
732.7 | 909.8 |
Strategic report Corporate governance Financial statements Supplementary information
158 – Tullow Oil plc Annual Report and Accounts 2024
Note 11. Inventories
| 2024 | 2023 | |
| $m | $m | |
Warehouse stock and materials | 78.2 | 71.5 |
Oil stock | 54.2 | 35.8 |
132.4 | 107.3 |
The increase in oil stock from 31 December 2023 is mainly driven by increase in Ghana of $16.6 million due to timing
of liftings.
Note 13. Cash and cash equivalents
| 2024 | 2023 | |
| $m | $m | |
Cash at bank | 151.2 | 114.9 |
Money market funds and other cash equivalents | 403.9 | 384.1 |
555.1 | 499.0 |
Cash and cash equivalents include an amount of $83.5 million (2023: $36.9 million) which the Group holds as operator
in Joint Venture bank accounts. Included in cash at bank is $6.5 million (2023: $4.5 million) held as security for
performance bonds relating to work commitments on exploration licences.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 159
Notes to the Group Financial Statements continued
Year ended 31 December 2024
Note 14. Business combination continued
Field | Pre-completion | Post-completion | |
Kowe (Tchatamba) | Acquisition | 25.0% | 40.0% |
DE8 | Acquisition | 20.0% | 40.0% |
Simba | Disposal | 57.5% | 40.0% |
Limande | Disposal | 40.0% | 0% |
Turnix | Disposal | 27.5% | 0% |
Moba | Disposal | 24.3% | 0% |
Oba | Disposal | 10.0% | 0% |
| Fair value | |
| recognised on | |
| acquisition | |
| $m | |
Intangible assets | 1.0 |
Property, plant and equipment | 97.4 |
Other current assets | 0.7 |
Goodwill | 44.9 |
Total assets acquired | 144.0 |
Provisions | (5.8) |
Deferred tax liabilities | (44.9) |
Total liabilities assumed | (50.7) |
Net identifiable assets acquired | 93.3 |
Total purchase consideration | (93.3) |
Consideration satisfied by exchange of assets | (85.2) |
Consideration satisfied by cash | (8.1) |
Purchase of additional interest in joint operation per the cash flow statement | (8.1) |
Strategic report Corporate governance Financial statements Supplementary information
160 – Tullow Oil plc Annual Report and Accounts 2024
Note 14. Business combination continued
| 2024 | 2023 | ||
| Notes | $m | $m | |
Trade payables | 75.7 | 22.3 | |
Other payables | 96.8 | 65.3 | |
Overlifts | 38.3 | 3.1 | |
Accruals | 373.8 | 498.6 | |
Current portion of lease liabilities | 18 | 151.9 | 185.7 |
736.5 | 775.0 |
| 2024 | 2023 | ||
| Notes | $m | $m | |
Other non-current liabilities 1 | 84.9 | 62.2 | |
Non-current portion of lease liabilities | 18 | 581.0 | 721.0 |
665.9 | 783.2 |
| 2024 | 2023 | |
| $m | $m | |
| Current | ||
| Borrowings – within one year | ||
7.00% Senior Notes due 2025 | 489.4 | – |
10.25% Senior Secured Notes due 2026 | 100.0 | 100.0 |
589.4 | 100.0 |
| 2024 | 2023 | |
| $m | $m | |
| Non-current | ||
| Borrowings – after one year but within five years | ||
7.00% Senior Notes due 2025 | – | 489.0 |
10.25% Senior Secured Notes due 2026 | 1,274.4 | 1,371.0 |
Secured Notes Facility due 2028 | 112.0 | 124.6 |
1,386.4 | 1,984.6 | |
Carrying value of total borrowings | 1,975.8 | 2,084.6 |
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 161
Notes to the Group Financial Statements continued
Year ended 31 December 2024
Note 16. Borrowings continued
Strategic report Corporate governance Financial statements Supplementary information
162 – Tullow Oil plc Annual Report and Accounts 2024
| 2024 | 2023 | ||
| $m | $m | ||
| Financial assets | |||
| Financial assets at amortised cost | |||
Trade receivables | 137.9 | 43.5 | |
Amounts due from Joint Venture Partners | 683.4 | 830.6 | |
Cash and cash equivalents | 555.1 | 499.0 | |
| Derivative financial instruments | |||
Used for hedging | 0.1 | – | |
1,376.5 | 1,373.1 | ||
| Financial liabilities | |||
| Liabilities at amortised cost | |||
Trade payables | 160.6 | 84.5 | |
Other payables | 508.9 | 567.0 | |
Borrowings | 1,975.8 | 2,084.6 | |
Lease liabilities | 732.9 | 906.7 | |
| Derivative financial instruments | |||
Used for hedging | 11.9 | 35.0 | |
3,390.1 | 3,67 | 7.8 |
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 163
Notes to the Group Financial Statements continued
Year ended 31 December 2024
Note 17. Financial instruments continued
Fair values of derivative instruments continued
| 2024 | 2024 | 2023 | 2023 | |||
| Less than | 1–3 | 2024 | Less than | 1–3 | 2023 | |
| 1 year | years | Total | 1 year | years | Total | |
| Assets/liabilities | $m | $m | $m | $m | $m | $m |
| Cash flow hedges | ||||||
Oil derivatives | 6.2 | – | 6.2 | (13.3) | – | (13.3) |
| Deferred premium | ||||||
Oil derivatives | (18.0) | – | (18.0) | (21.7) | – | (21.7) |
Total liabilities | (11.8) | – | (11.8) | (35.0) | – | (35.0) |
| Gross | Gross amounts | Net amounts | |
| amounts | offset in Group | presented in Group | |
| recognised | balance sheet | balance sheet | |
| 31 December 2024 | $m | $m | $m |
Derivative assets | 0.4 | (0.3) | 0.1 |
Derivative liabilities | (12.2) | 0.3 | (11.9) |
| Gross | Gross amounts | Net amounts | |
| amounts | offset in Group | presented in Group | |
| recognised | balance sheet | balance sheet | |
| 31 December 2023 | $m | $m | $m |
Derivative assets | 3.0 | (3.0) | – |
Derivative liabilities | (38.0) | 3.0 | (35.0) |
Strategic report Corporate governance Financial statements Supplementary information
164 – Tullow Oil plc Annual Report and Accounts 2024
Note 17. Financial instruments continued
| Bought put | Bought | |||
First half of 2025 hedge portfolio at 31 December 2024 | Bopd | (floor) | Sold call | call |
| Hedge structure | ||||
Straight puts | 9,500 | $58.47 | – | – |
Collars | 2,000 | $60.00 | $91.94 | – |
Three-way collars (call spread) | 16,500 | $59.05 | $92.02 | $102.02 |
Total/weighted average | 28,000 | $58.92 | $92.01 | $102.02 |
| Bought put | Bought | |||
Second half of 2025 hedge position at 31 December 2024 | Bopd | (floor) | Sold call | call |
| Hedge structure | ||||
Straight Puts | 4,500 | $59.94 | – | – |
Collars | 7,000 | $60.00 | $89.05 | – |
Three-way collars (call spread) | 12,500 | $59.20 | $83.64 | $93.64 |
Total/weighted average | 24,000 | $59.57 | $85.58 | $93.64 |
| Effect on equity | |||
| Market | |||
| movement | |||
| as at | 2024 | 2023 | |
| 31 Dec 2024 | $m | $m | |
Brent oil price | 25% | (23.9) | (95.3) |
Brent oil price | (25%) | 42.8 | 24.2 |
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 165
Notes to the Group Financial Statements continued
Year ended 31 December 2024
Note 17. Financial instruments continued
Commodity price risk continued
| 2024 | 2023 | |
| Cash flow hedge reserve | $m | $m |
Oil derivatives – intrinsic | 0.1 | (18.9) |
Oil derivatives – time value | (12.1) | (16.3) |
| 2024 | 2023 | |
| Deferred amounts in the hedge reserve – intrinsic | $m | $m |
At 1 January | (18.9) | (150.3) |
| Reclassification adjustments for items included in the income statement on realisation: | ||
Oil derivatives – transferred to sales revenue | 47.5 | 111.3 |
Revaluation (losses)/gains arising in the year | (28.5) | 20.1 |
19.0 | 131.4 | |
At 31 December | 0.1 | (18.9) |
| 2024 | 2023 | |
| Deferred amounts in the hedge reserve – time value | $m | $m |
At 1 January | (16.3) | (94.4) |
| Reclassification adjustments for items included in the income statement on realisation: | ||
Oil derivatives – transferred to sales revenue | 26.1 | 27.8 |
Revaluation (losses)/gains arising in the year | (21.9) | 50.3 |
4.2 | 78.1 | |
At 31 December | (12.1) | (16.3) |
| 2024 | 2023 | |
| Reconciliation to sales revenue | $m | $m |
Oil derivatives – transferred to sales revenue | 47.5 | 111.3 |
Deferred premium paid | 26.1 | 27.8 |
Net losses from commodity derivatives in sales revenue (note 2) | 73.6 | 139.1 |
Strategic report Corporate governance Financial statements Supplementary information
166 – Tullow Oil plc Annual Report and Accounts 2024
Note 17. Financial instruments continued
Interest rate risk continued
| 2024 | 2023 | |||||||
| Cash and | 2024 | 2024 | Cash and | 2023 | 2023 | |||
| cash | Fixed rate | Floating rate | 2024 | cash | Fixed rate | Floating rate | 2023 | |
| equivalents | debt | debt | Total | equivalents | debt | debt | Total | |
| $m | $m | $m | $m | $m | $m | $m | $m | |
US$ | 548.6 | (1,863.8) | (112.0) | (1,427.2) | 492.3 | (1,977.8) | (129.6) | (1,615.1) |
Euro | 0.2 | – | – | 0.2 | 0.6 | – | – | 0.6 |
Sterling | 4.9 | – | – | 4.9 | 4.1 | – | – | 4.1 |
Other | 1.4 | – | – | 1.4 | 2.0 | – | – | 2.0 |
555.1 | (1,863.8) | (112.0) | (1,420.7) | 499.0 | (1,977.8) | (129.6) | (1,608.4) |
Effect on finance costs | Effect on equity | ||||
| 2024 | 2023 | 2024 | 2023 | ||
| Market movement | $m | $m | $m | $m | |
Interest rate | 100 basis points | 4.3 | 3.6 | 4.3 | 3.6 |
Interest rate | (10) basis points | (1.1) | (0.9) | (1.1) | (0.9) |
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 167
Notes to the Group Financial Statements continued
Year ended 31 December 2024
Note 17. Financial instruments continued
Foreign currency risk continued
Effect on profit before tax | Effect on equity | ||||
| 2024 | 2023 | 2024 | 2023 | ||
| Market movement | $m | $m | $m | $m | |
US$/foreign currency exchange rates | 20% | 1.0 | 1.1 | 1.0 | 1.1 |
US$/foreign currency exchange rates | (20%) | (1.6) | (1.7) | (1.6) | (1.7) |
| 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 2024 | |||||||
Non-interest bearing | n/a | 99.8 | 3.2 | 69.5 | 84.9 | – | 257.4 |
Lease liabilities | 16.4% | 37.2 | 38.9 | 172.8 | 611.7 | 213.6 | 1,074.2 |
Fixed interest rate instruments | 9.8% | ||||||
Principal repayments | – | 492.5 | 100.0 | 1,285.2 | – | 1,877.7 | |
Interest charge | – | 17.2 | 136.7 | 65.8 | – | 219.7 | |
Variable interest rate instruments | 15.8% | ||||||
Principal repayments | – | – | – | 130.0 | – | 130.0 | |
Interest charge | 4.8 | – | 13.5 | 53.8 | – | 72.1 | |
Total | 141.8 | 551.8 | 492.5 | 2,231.4 | 213.6 | 3,631.1 |
| 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 2023 | |||||||
Non-interest bearing | n/a | 49.5 | – | 38.1 | 62.2 | – | 149.8 |
Lease liabilities | 16.4% | 45.3 | 55.8 | 203.7 | 734.2 | 337.5 | 1,376.5 |
Fixed interest rate instruments | 9.9% | ||||||
Principal repayments | – | – | 100.0 | 1,878.0 | – | 1,978.0 | |
Interest charge | – | 17.0 | 164.0 | 220.0 | – | 401.0 | |
Variable interest rate instruments | 15.8% | ||||||
Principal repayments | – | – | – | 130.0 | – | 130.0 | |
Interest charge | – | 5.0 | 15.0 | 69.0 | – | 89.0 | |
Total | 94.8 | 7 7.8 | 520.8 | 3,093.4 | 337.5 | 4,124.3 |
Strategic report Corporate governance Financial statements Supplementary information
168 – Tullow Oil plc Annual Report and Accounts 2024
Note 18. Leases
This note provides information for leases where the Group is a lessee. The Group did not enter into any contracts acting
as a lessor.
i) Amounts recognised in the balance sheet
Right-of-use assets | Lease liabilities | |||
| 31 December | 31 December | 31 December | 31 December | |
| Right-of-use assets (included in property, | 2024 | 2023 | 2024 | 2023 |
| plant and equipment) and lease liabilities | $m | $m | $m | $m |
Property leases | 18.2 | 22.0 | 26.1 | 27.6 |
Oil and gas production and support equipment leases | 466.4 | 576.9 | 661.9 | 826.4 |
Transportation equipment leases | 19.8 | 25.1 | 44.9 | 52.7 |
Total | 504.4 | 624.0 | 732.9 | 906.7 |
Current | 151.9 | 185.7 | ||
Non-current | 581.0 | 721.0 | ||
Total | 732.9 | 906.7 |
Additions and disposals of right-of-use assets during the 2024 financial year were $1.4 million and $145.3 million,
respectively. Refer to note 9. For ageing of lease liabilities, refer to note 17.
TEN FPSO
The Group’s leases balance includes the TEN FPSO, classified as oil and gas production and support equipment.
During 2023, the assumption that the TEN FPSO lease term would end in April 2024, when the purchase option was
assumed to be exercised, was updated to reflect the best estimate view that the FPSO will continue to be leased until
the cessation of production in 2032. It also assumes an exercise price of the extension option.
The resulting lease liability remeasurement had the following impact on balances:
| $m | |
Lease liability | (39.2) |
Right-of-use asset (included in property, plant and equipment) | 25.6 |
Amounts due from Joint Venture Partners | 13.6 |
As at 31 December 2024, the present value of the TEN FPSO right-of-use asset was $466.3 million (2023: $549.0 million).
The present value of the TEN FPSO gross lease liability was $650.0 million (2023: $763.5 million).
A receivable from the Joint Venture Partners of $244.9 million (2023: $288.8 million) was recognised in other assets
(note 10) 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 the Joint Venture Partners unwinds over the expected life of the lease
and the unwinding of the discount is reported in the finance income.
Carrying amounts of the lease liabilities and Joint Venture leases receivables and the movements during the period:
| Joint | |||
| Venture | |||
| Lease | lease | ||
| liabilities | receivables | Total | |
| $m | $m | $m | |
At 1 January 2023 | (984.1) | 376.1 | (608.0) |
Additions and changes in lease estimates | (174.1) | 79.8 | (94.3) |
Payments/(receipts) | 331.5 | (136.5) | 195.0 |
Interest (expense)/income | (78.6) | 30.1 | (48.5) |
Currency translation adjustments | (1.4) | – | (1.4) |
At 1 January 2024 | (906.7) | 349.5 | (557.2) |
Additions and changes in lease estimates | 1.6 | 1.2 | 2.8 |
Payments/(receipts) | 291.6 | (122.6) | 169.0 |
Interest (expense)/income | (119.7) | 48.1 | (71.6) |
Currency translation adjustments | 0.3 | – | 0.3 |
At 31 December 2024 | (732.9) | 276.2 | (456.7) |
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 169
Notes to the Group Financial Statements continued
Year ended 31 December 2024
Note 18. Leases continued
ii) Amounts recognised in the statement of profit or loss
| 31 December | 31 December | |
| 2024 | 2023 | |
| $m | $m | |
| Depreciation charge of right-of-use assets | ||
Property leases | 8.5 | 7.3 |
Oil and gas production and support equipment leases | 82.9 | 74.1 |
Total | 91.4 | 81.4 |
Interest expense on lease liabilities (included in finance cost) | 119.7 | 78.6 |
Interest income on amounts due from Joint Venture Partners | (48.1) | (30.1) |
Expense relating to short-term leases | 0.8 | 1.0 |
Expense relating to leases of low-value assets | 0.6 | 0.9 |
Total | 164.4 | 131.8 |
The total net cash outflow for leases in 2024 was $169.0 million (2023: $195.0 million).
| Other | Other | ||||||
| Decommissioning | provisions | Total | Decommissioning | provisions | Total | ||
| 2024 | 2024 | 2024 | 2023 | 2023 | 2023 | ||
| Notes | $m | $m | $m | $m | $m | $m | |
At 1 January | 377.9 | 93.7 | 471.6 | 398.1 | 116.3 | 514.4 | |
New provisions | – | 22.4 | 22.4 | – | 10.4 | 10.4 | |
Changes in estimate | (39.3) | (75.9) | (115.2) | 47.8 | (32.3) | 15.5 | |
Acquisitions 1 | 5.8 | – | 5.8 | – | – | – | |
Transfer to assets and liabilities held for sale | 14 | – | – | – | (14.2) | – | (14.2) |
Payments | (49.0) | (0.7) | (49.7) | (66.4) | (0.6) | (67.0) | |
Unwinding of discount | 5 | 11.4 | – | 11.4 | 10.1 | – | 10.1 |
Currency translation adjustment | (0.4) | (0.1) | (0.5) | 2.5 | (0.1) | 2.4 | |
At 31 December | 306.4 | 39.4 | 345.8 | 377.9 | 93.7 | 471.6 | |
Current provisions 2 | 9.8 | 14.5 | 24.3 | 53.4 | 14.5 | 67.9 | |
Non-current provisions 2 | 296.6 | 24.9 | 321.5 | 324.5 | 79.2 | 403.7 |
Strategic report Corporate governance Financial statements Supplementary information
170 – Tullow Oil plc Annual Report and Accounts 2024
Note 19. Provisions continued
| Discount | Cessation of | Discount | Cessation of | ||||
| rate | production | Total | rate | production | Total | ||
| Inflation | assumption | assumption | 2024 | assumption | assumption | 2023 | |
assumption 1 | 2024 | 2024 | $m | 2023 | 2023 | $m | |
Côte d’Ivoire | 2.0% | 4.5% | 2027 | 50.0 | 3.5% | 2032 | 47.1 |
Gabon | 2.0% | 4.5–5.0% | 2030–2047 | 30.7 | 3.5–4% | 2034–2047 | 28.7 |
Ghana | 2.0% | 4.5% | 2033–2036 | 195.6 | 3.5% | 2032–2036 | 208.2 |
Mauritania | n/a | n/a | 2018 | 1.1 | n/a | 2018 | 54.7 |
UK | n/a | n/a | 2018 | 29.0 | n/a | 2018 | 39.2 |
306.4 | 37 7.9 |
| Other | Deferred | ||||||
| Accelerated tax | Tax | temporary | petroleum | ||||
| depreciation | Decommissioning | losses | differences | Provisions | revenue tax | Total | |
| $m | $m | $m | $m | $m | $m | $m | |
At 1 January 2023 | (558.1) | 65.9 | 35.8 | (99.0) | 15.8 | 2.6 | (537.0) |
Credit/(charge) to income statement | 117.9 | 1.7 | (28.4) | 40.9 | – | 3.8 | 135.9 |
Exchange differences | – | – | – | – | 0.2 | 0.2 | |
At 1 January 2024 | (440.2) | 67.6 | 7.4 | (58.1) | 15.8 | 6.6 | (400.9) |
Credit/(charge) to income statement | 41.5 | (1.5) | (7.4) | 26.2 | (13.8) | (3.9) | 41.1 |
Acquisitions 1 | (44.9) | – | – | – | – | – | (44.9) |
At 31 December 2024 | (443.6) | 66.1 | – | (31.9) | 2.0 | 2.7 | (404.7) |
| 2024 | 2023 | |
| $m | $m | |
Deferred tax liabilities | (413.0) | (420.5) |
Deferred tax assets | 8.3 | 19.6 |
(404.7) | (400.9) |
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 171
Notes to the Group Financial Statements continued
Year ended 31 December 2024
| Equity share capital | Share | ||
| allotted and fully paid | premium | ||
Number | $m | $m | |
Ordinary shares of 10p each At 1 January 2023 | 1,439,605,995 | 215.2 | 1,294.7 |
| Issued during the year | |||
Exercise of share options | 12,935,892 | 1.5 | – |
At 1 January 2024 | 1,452,541,887 | 216.7 | 1,294.7 |
| Issued during the year | |||
Exercise of share options | 6,548,077 | 0.8 | – |
At 31 December 2024 | 1,459,089,964 | 217.5 | 1,294.7 |
Note 22. Share-based payments
Analysis of share-based payment charge
| 2024 | 2023 | |||
| Notes | $m | $m | ||
Tullow Incentive Plan | 4.3 | 3.7 | ||
Employee Share Award Plan | 1.9 | 1.4 | ||
2022 | PDMR buyout award | 0.4 | 0.5 | |
2021 | Tullow Sharesave Plan | 0.3 | 0.4 | |
6.9 | 6.0 | |||
Expensed to operating costs | 4 | 0.4 | 0.4 | |
Expensed as administrative cost | 4 | 6.5 | 5.6 | |
Total share-based payment charge | 6.9 | 6.0 |
The national insurance liability as at 31 December 2024 was $1.0 million (2023: $1.9 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 93 to 112.
The weighted average remaining contractual life for TIP awards outstanding at 31 December 2024 was 6.7 years.
Employee Share Award Plan (ESAP)
Most Group employees are eligible to be granted nil exercise price options, which 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, it has been
agreed for the ESAP awards granted since 2018 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 will also be payable on exercise of the award.
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 2024 was 7.3 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
Strategic report Corporate governance Financial statements Supplementary information
172 – Tullow Oil plc Annual Report and Accounts 2024
Note 22. Share-based payments continued
2020 PDMR buyout awards continued
£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 93 to 112.
The weighted average remaining contractual life for the PDMR buyout awards outstanding at 31 December 2024 was 5.5 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 shares 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 2024 had exercise prices of 19p to 40p and remaining contractual lives
between 0.4 years and 3.4 years. The weighted average remaining contractual life is 2.4 years.
UK and Irish Share Incentive Plans (SIPs)
These are all-employee plans set up in the UK and Ireland to enable employees to save out of salary up to prescribed
monthly limits. Contributions are used by the SIP trustees to buy Tullow shares (Partnership Shares) at the end of each
three-month accumulation period. The Company makes a matching contribution to acquire Tullow shares (Matching
Shares) on a one-for-one basis. Under the UK SIP, Matching Shares are subject to time-based forfeiture over three years
on leaving employment in certain circumstances or if the related Partnership Shares are sold. The fair value of a Matching
Share is its market value when it is awarded.
Under the UK SIP: (i) Partnership Shares are purchased at the lower of their market values at the start of the accumulation
period and the purchase date (which is treated as a three-month share option for IFRS 2 purposes and therefore results in
an accounting charge); and (ii) Matching Shares vest over the three years after being awarded (resulting in their
accounting charge being spread over that period).
Under the Irish SIP: (i) Partnership Shares are bought at the market value at the purchase date (which does not result in
any accounting charge); and (ii) Matching Shares vest over the two years after being awarded (resulting in their
accounting charge being spread over that period).
Tullow Executive Share Plan (LTIP)
Under the LTIP, senior management can be granted nil exercise price options, normally exercisable between 2.5 to 10 years
following grant (with a two-year holding period in the case of the Company’s Directors). Awards granted in 2023 vest
subject to total shareholder return (TSR) performance conditions, with 50% of an award subject to an absolute TSR
performance condition (where the Company’s TSR is tested against targets set by the Remuneration Committee),
and the remaining 50% subject to a relative TSR condition (where the Company’s TSR is compared to the companies
in a selected peer group). Performance is measured over a fixed three-year period of three consecutive financial years
starting with the financial year in which the award is made. The average share price over each weekday within the previous
three months is calculated at the start and at the end of the performance period. The TSR is calculated from these
averages. An individual must also normally remain in employment to the vesting date in order for the shares to vest.
No dividends are paid over the vesting period; however, it has been agreed for the LTIP awards, granted to date, that an
amount equivalent to the dividends that would have been paid on the LTIP 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 2024 Tullow Executive Share
Plan (LTIP) awards in the Remuneration report on pages 93 to 112.
The weighted average remaining contractual life for LTIP awards outstanding at 31 December 2024 was 8.9 years.
Deferred Annual Bonus awards (DAB)
Under the bonus scheme arrangements for the Executive Directors, one-third of any bonus earned will normally be
deferred into shares for a period of three years. Deferred bonus awards may take the form of nil-cost options, conditional
awards of shares or other such form as has a similar economic effect. Additional shares may be delivered in respect of
shares subject to deferred bonus awards to reflect the value of dividends paid during the period beginning with the date
of grant and ending with the date of vesting (this payment may assume that dividends had been reinvested in Tullow
shares on a cumulative basis).
The weighted average remaining contractual life for the DAB awards outstanding at 31 December 2024 was 9.2 years.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 173
Notes to the Group Financial Statements continued
Year ended 31 December 2024
Note 22. Share-based payments continued
Deferred Annual Bonus awards (DAB) continued
The following table illustrates the number and average weighted share price at grant or weighted average exercise price
(WAEP) of, and movements in, share options under the TIP, ESAP, 2010 SOP, 2020 buyout and SAYE.
| Outstanding | Granted | Exercised | Forfeited/ | Outstanding | Exercisable | ||||
| as at | during | during | expired during | at | at | ||||
| 1 January | the year | the year | the year | 31 December | 31 December | ||||
2024 | TIP – | number of shares | 26,689,263 | 6,986,505 | 3,740,350 | 1, | 57 7,441 | 28,357,977 | 4,282,353 |
2024 | TIP – | average weighted share | |||||||
price at grant | 51.5 | 27.1 | 81.1 | 22.3 | 43.2 | 78.1 | |||
2023 | TIP – | number of shares | 24,854,248 | 9,455,309 | 7,291,530 | 328,764 | 26,689,263 | 6,053,704 | |
2023 | TIP – | average weighted share | |||||||
price at grant | 68.4 | 32.0 | 75.8 | 226.3 | 51.5 | 51.5 | |||
2024 | ESAP – | number of shares | 18,081,093 | 7,172,118 | 2,764,203 | 1,258,792 | 21,230,216 | 5,412,450 | |
2024 | ESAP – | average weighted share | |||||||
price at grant | 66.0 | 27.1 | 114.7 | 40.4 | 48.0 | 90.9 | |||
2023 | ESAP – | number of shares | 17,330,077 | 6,798,244 | 5,578,281 | 468,947 | 18,081,093 | 8,146,742 | |
2023 | ESAP – | average weighted share | |||||||
price at grant | 76.4 | 32.3 | 59.9 | 32.6 | 66.0 | 100.2 | |||
2024 | Buyout awards – number of shares | 9,000,000 | – | – | – | 9,000,000 | – | ||
2024 | Buyout awards – WAEP | 25.7 | – | – | – | 25.7 | – | ||
2023 | Buyout awards – number of shares | 9,000,000 | – | – | – | 9,000,000 | – | ||
2023 | Buyout awards – WAEP | 25.7 | – | – | – | 25.7 | – | ||
2024 | DAB awards – | number of shares | – | 338,652 | – | – | 338,652 | – | |
2024 | DAB awards – | WAEP | – | 27.1 | – | – | 27.1 | – | |
2023 | DAB awards – | number of shares | – | – | – | – | – | – | |
2023 | DAB awards – | WAEP | – | – | – | – | – | – | |
2024 | LTIP | number of shares | 12,241,264 | 14,544,167 | – | 2,261,654 | 24,523,777 | – | |
2024 | LTIP | average weighted share | |||||||
| price at grant | 27.7 | 27.1 | – | 27.4 | 27.4 | – | |||
2023 | LTIP | number of shares | – | 12,241,264 | – | – | 12,241,264 | – | |
2023 | LTIP | average weighted share | |||||||
price at grant | – | 27.7 | – | – | 27.7 | – | |||
2024 | SAYE – | number of options | 2,393,498 | 2,025,823 | – | 818,170 | 3,601,151 | – | |
2024 | SAYE – | WAEP | 36.5 | 19.0 | – | 43.5 | 26.9 | – | |
2023 | SAYE – | number of options | 2,387,871 | 558,411 | – | 552,784 | 2,393,498 | – | |
2023 | SAYE – | WAEP | 38.8 | 29.0 | – | 45.4 | 36.5 | – | |
The options granted during the year were valued using Monte Carlo simulation models for the LTIP and a proprietary
binomial valuation for the TIP, ESAP, DAB and SAYE.
Strategic report Corporate governance Financial statements Supplementary information
174 – Tullow Oil plc Annual Report and Accounts 2024
Note 22. Share-based payments continued
Deferred Annual Bonus awards (DAB) continued
The following table details the weighted average fair value of awards granted and the assumptions used in the fair value
expense calculations.
| 2024 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |
| DAB | LTIP | LTIP | ESAP | ESAP | TIP | TIP | SAYE | SAYE | |
Weighted average fair value of awards granted | 27.1p | 10.2p | 11.2p | 27.1p | 32.0p | 27.1p | 32.0p | 12.1p | 20.5p |
| Principal inputs to options valuations model: | |||||||||
Weighted average share price at grant | 27.1p | 27.1p | 27.7p | 27.1p | 32.0p | 27.1p | 32.0p | 24.4p | 32.3p |
Weighted average exercise price | 0.0p | 0.0p | 0.0p | 0.0p | 0.0p | 0.0p | 0.0p | 19.0p | 29.0p |
Risk-free interest rate per annum 1 | 4.2% | 4.2% | 5.0% | 4.2% | 3.5% | 4.2% | 3.5% | 4.1% | 4.5% |
Expected volatility per annum 1, 2 | 48% | 48% | 63% | 48% | 89% | 48%/84% | 89%/84% | 56% | 92% |
Expected award life (years) 1, 3 | 3.0 | 3.0 | 2.7 | 3.0 | 3.0 | 3.0/5.0 | 3.0/5.0 | 3.6 | 3.6 |
Dividend yield per annum 4 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | 0.0% | 0.0% |
Employee turnover before vesting per annum 1 | 0% | 0% | 0% | 5% | 5% | 5%/0% | 5%/0% | 5% | 5% |
1. Shows the assumption for 2024 and 2023 LTIP awards made to senior management/executives and Directors respectively.
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 2024 ESAP, TIP and DAB awards, and the 2023 ESAP and 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 2024 LTIP, ESAP, DAB and TIP awards as a dividend equivalent will be
payable on the exercise of these awards.
| 2024 | 2024 | |
| ESAP | TIP | |
Weighted average share price at exercise for awards exercised | 30.3p | 30.0p |
| 2024 | 2023 | |
| $m | $m | |
Capital commitments | 248.1 | 207.0 |
| Contingent liabilities | ||
Performance guarantees | 24.1 | 42.7 |
Other contingent liabilities | 37.8 | 84.4 |
61.9 | 127.1 |
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 175
Notes to the Group Financial Statements continued
Year ended 31 December 2024
| 2024 | 2023 | |
| $m | $m | |
Short-term employee benefits | 3.0 | 2.7 |
Post-employment benefits | 0.2 | 0.2 |
Share-based payments | 1.5 | 1.4 |
4.7 | 4.3 |
Note 25. Climate change and energy transition
Tullow remains committed to being Net Zero on Scope 1 and Scope 2 emissions on a net equity basis by 2030, providing
support to host country governments in meeting their national targets by reducing GHG emissions. Further information
on the Group’s Net Zero strategy is on pages 35 to 37.
This note describes how the Group has considered climate-related impacts in key areas of the Financial Statements and how
this translates into the valuation of assets and measurement of liabilities as Tullow makes progress in the energy transition.
Note (ag) key sources of estimation uncertainties describes those uncertainties that have the potential to have a material
effect on the Group balance sheet in the next 12 months.
This note describes the key areas of climate impacts that potentially have short- and longer-term effects on amounts
recognised on the Group balance sheet as at 31 December 2024. Where relevant, this note contains references to other
notes to the Group Financial Statements, and sections of the TCFD, to provide an overarching summary.
Financial planning assumptions
Tullow targets being Net Zero Scope 1 and 2 emissions by 2030, on a net equity basis, with an interim target of 40%
reduction in emissions by end of 2025, and these metrics have been included in the Group’s business plan. The Financial
Statements are based on reasonable and supportable assumptions that represent management’s current best estimate
of the range of economic conditions that may exist in the foreseeable future.
The Group has performed an assessment of the potential future impact of climate change on key elements of its
Financial Statements utilising three IEA scenarios (see the TCFD on pages 47 and 48 for details). Tullow continues to
assess operating cash flow (OCF) impact on our currently producing assets using the oil price assumptions in the
IEA scenarios.
The impact of acute and chronic physical climate risks on our existing assets is also assessed and meteorological and
climate conditions are incorporated into operational design considerations; please refer to the TCFD on page 46 for
probabilities, potential exposures and mitigations.
Tullow continues to monitor the landscape of compliance carbon mechanisms that may impact our business. In addition
to this Tullow runs shadow carbon price sensitivities for any new investment decisions and business planning cycles,
using an internal shadow carbon price of $25/tco
2
e, which is in line with the NZE carbon price for other emerging market
and developing economies.
To address hard-to-abate residual emissions, Tullow is developing a nature-based carbon offset project with the Forestry
Commission of Ghana, which progressed to FID midway through 2024. The carbon price sensitivity and costs for nature-
based carbon offset projects are not included in the value in use calculation of the recoverable amount of the Group
CGUs as expected cash flows associated with current nature based solutions are not directly attributable to the
asset CGUs.
Strategic report Corporate governance Financial statements Supplementary information
176 – Tullow Oil plc Annual Report and Accounts 2024
Note 25. Climate change and energy transition continued
Financial planning assumptions continued
Pricing assumptions used will continue to be updated for changes in the economic environment and the pace of the
energy transition. Tullow will continue to use the ‘Net Zero Emissions by 2050 Scenario’ to assess potential financial
impacts on intangible exploration and evaluation asset write-offs, impairments of property, plant and equipment, and
decommissioning timelines. These are detailed on pages 47 and 48 of the TCFD.
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.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 177
Notes to the Group Financial Statements continued
Year ended 31 December 2024
Note 27. Cash flow statement reconciliations
| 2024 | 2023 | |
| Purchases of intangible exploration and evaluation assets | $m | $m |
Additions to intangible exploration and evaluation assets | 34.7 | 25.4 |
| Associated cash flows | ||
Purchases of intangible exploration and evaluation assets | (27.8) | (30.2) |
| Non-cash movements/presented in other cash flow lines | ||
Movement in working capital | (6.9) | 4.8 |
| 2024 | 2023 | |
| Purchases of property, plant and equipment | $m | $m |
Additions to property, plant and equipment | 156.1 | 499.5 |
| Associated cash flows | ||
Purchases of property, plant and equipment 1 | (204.8) | (262.3) |
| Non-cash movements/presented in other cash flow lines | ||
Decommissioning asset revisions | 39.3 | (47.8) |
Right-of-use asset additions | (1.4) | (81.1) |
Movement in working capital | 10.8 | (108.3) |
1. Included in purchases of property, plant and equipment is $8.1 million in relation to the asset swap transaction in Gabon. See note 14.
| 2024 | 2023 | 2022 | 2024 | 2023 | |
| Movement in borrowings | $m | $m | $m | Movement | Movement |
Borrowings | 1,975.8 | 2,084.6 | 2,472.8 | (108.8) | (388.2) |
| Associated cash flows | |||||
Debt arrangement fees | – | (5.0) | |||
Repayment of borrowings | (100.0) | (432.2) | |||
Drawdown of borrowings | – | 129.7 | |||
| Non-cash movements/presented in other cash flow lines | |||||
Gain on bond buyback | – | (86.0) | |||
Amortisation of arrangement fees and accrued interest | (8.8) | 5.3 |
Note 28. Dividends
In 2024, the Board recommended that no interim or final dividend would be paid.
Strategic report Corporate governance Financial statements Supplementary information
178 – Tullow Oil plc Annual Report and Accounts 2024
| Country of | ||||||
| Company name | incorporation | Direct or indirect | Address of registered office | |||
Hardman Resources Pty Limited 1 | Australia | Indirect | Level 9, The Quadrant, 1 William Street, Perth | |||
WA6 | 000, Australia | |||||
| Tullow Chinguetti Production Pty | Australia | Indirect | Level 9, The Quadrant, 1 William Street, Perth | |||
| Limited | WA6 | 000, Australia | ||||
| Tullow Petroleum (Mauritania) Pty | Australia | Indirect | Level 9, The Quadrant, 1 William Street, Perth | |||
| Limited | WA6 | 000, Australia | ||||
Tullow Uganda Operations Pty LimitedAustralia | Indirect | Level 9, The Quadrant, 1 William Street, Perth | ||||
WA6 | 000, Australia | |||||
Eagle Drill Limited 2 | British Virgin Islands | Indirect (50%) | Akara Building, 24 De Castro Street, Wickhams Cay, | |||
| Road Town, Tortola, British Virgin Islands | ||||||
Tullow (EA) Holdings Limited | British Virgin Islands | Indirect | Nemours Chambers, Tortola, British Virgin Islands | |||
DWT-T Company 3 | Cayman Islands | Indirect | PO | Box | 323 | 22, 4th Floor Century Yard, Cricket |
| Square, George Town, KY1-1209, Cayman Islands | ||||||
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 Group Services Limited | England and Wales | Direct | 9 Chiswick Park, 566 Chiswick High Road, | |||
| London W4 5XT, United Kingdom | ||||||
Tullow Jamaica Limited 4 | 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 5 | England and Wales | Indirect | 9 Chiswick Park, 566 Chiswick High Road, | |||
| London W4 5XT, United Kingdom | ||||||
Tullow Oil 101 Limited 6 | 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 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 Uruguay Limited | England and Wales | Indirect | 9 Chiswick Park, 566 Chiswick High Road, | |||
| London W4 5XT, United Kingdom | ||||||
Tullow Oil Gabon SA | Gabon | Indirect | Quartier Tahiti, Immeuble Narval B.P. 9773, | |||
| Libreville, Gabon | ||||||
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 179
Notes to the Group Financial Statements continued
Year ended 31 December 2024
Note 29. Tullow Oil plc subsidiaries continued
As at 31 December 2024 continued
| Country of | Direct or | ||
| Company name | incorporation | indirect | Address of registered office |
Tullow Oil (Mauritania) Limited | Guernsey | Indirect | Plaza, House, Third Floor, Elizabeth Avenue, |
| St Peter Port GY1 3HB, Guernsey | |||
Tullow Oil Limited | Ireland | Direct | 11 Adelaide Road, Dublin 2, Dublin, Ireland |
Tullow Congo Limited 7 | 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 Gabon 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 Uganda Limited | Isle of Man | Indirect | First Names House, Victoria Road, |
| Douglas IM2 4DF, Isle of Man | |||
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 8 | Jersey | Direct | 44 Esplanade, St Helier JE4 9WG, Jersey |
Tullow Oil International Limited | Jersey | Indirect | 44 Esplanade, St Helier JE4 9WG, Jersey |
Tullow Hardman Holdings BV 9 | Netherlands | Indirect | 9 Chiswick Park, 566 Chiswick High Road, |
| London W4 5XT, United Kingdom | |||
Tullow Kenya BV | Netherlands | Indirect | 9 Chiswick Park, 566 Chiswick High Road, |
| London W4 5XT, United Kingdom | |||
Tullow Overseas Holdings BV | Netherlands | Direct | 9 Chiswick Park, 566 Chiswick High Road, |
| London W4 5XT, United Kingdom | |||
Tullow Suriname BV 10 | Netherlands | Indirect | 9 Chiswick Park, 566 Chiswick High Road, |
| London W4 5XT, United Kingdom | |||
Tullow Zambia BV | Netherlands | Indirect | 9 Chiswick Park, 566 Chiswick High Road, |
| London W4 5XT, United Kingdom | |||
Energy Africa Bredasdorp (Pty) Limited 11 | South Africa | Indirect | Maitland House 1 – River Park, Gloucester Road, |
| Mowbray, Western Cape 7700, South Africa | |||
Tullow South Africa (Pty) Limited 12 | South Africa | Indirect | Maitland House 1 – River Park, Gloucester Road, |
| Mowbray, Western Cape 7700, South Africa | |||
T.U. S.A. | Uruguay | Indirect | Colonia 810, Of. 403, Montevideo, Uruguay |
Note 30. Licence interests
Current exploration, development and production interests
Ghana
| Area | Tullow | ||||
Licence/Unit area | Fields | sq km | interest | Operator | Other partners |
| Deepwater Tano | Wawa, Tweneboa, | 619 | 54.84% | Tullow | Kosmos, KEGIN, GNPC, |
| TEN Development Area | Enyenra, Ntomme | Jubilee Oil Holdings, Petro SA | |||
West Cape Three Points | Jubilee | 150 | 25.66% | Tullow | Kosmos, KEGIN, GNPC, |
| Jubilee Oil Holdings, Petro SA | |||||
Jubilee Field Unit Area 1 | Jubilee, Mahogany, Teak | 38.98% | Tullow | Kosmos, KEGIN, GNPC, Jubilee Oil | |
| Holdings, Petro SA |
1. 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.
Strategic report Corporate governance Financial statements Supplementary information
180 – Tullow Oil plc Annual Report and Accounts 2024
Note 30. Licence interests continued
Current exploration, development and production interests continued
Non-Operate d
| 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), PetroEnergy |
DE82 | DE8 | 2,393 | 40.00% | Perenco | |
Ebouri | Ebouri | 15 | 7.50% | Vaalco | Addax (Sinopec), PetroEnergy |
Echira | Echira | 76 | 40.00% | Perenco | Gabon Oil Company |
Etame | Etame, North Tchibala | 49 | 7.50% | Vaalco | Addax (Sinopec), PetroEnergy |
Ezanga | 5,626 | 8.57% | Maurel & Prom | Gabon Oil Company | |
Gwedidi | Gwedidi | 5 | 7.50% | Maurel & Prom | 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 |
Niembi | Niembi | 4 | 7.50% | Maurel & Prom | Gabon Oil Company |
Niungo | Niungo | 96 | 40.00% | 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 | 40.00% | Perenco | |
Tchatamba Marin | Tchatamba Marin | 30 | 40.00% | Perenco | |
Tchatamba South | Tchatamba South | 40 | 40.00% | Perenco | |
Tchatamba West | Tchatamba West | 25 | 40.00% | Perenco |
Kenya
| Area | Tullow | ||||
Licence | Fields | sq km | interest | Operator | Other partners |
| Kenya | |||||
Block 10BA 2 | 11,569 | 100.00% | Tullow | ||
Block 10BB 2 | Amosing, Ngamia | 6,172 | 100.00% | Tullow | |
Block 12B | 6,200 | 100.00% | Tullow | ||
Block 13T 2 | Ekales, Twiga | 4,719 | 100.00% | Tullow |
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 | |
CI-803 | 1,345 | 90.00% | Tullow | Petroci |
2. Subject to Government of Kenya consent (refer to note 8 above).
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 181
Company balance sheet
As at 31 December 2024
Notes
2024
$m
2023
$m
ASSETS
Non-current assets
Investments 1 2,961.5 4,484.2
2,961.5 4,484.2
Current assets
Other current assets 3 0.8 5.1
Cash at bank 11.1 15.9
11.9 21.0
Total assets 2,973.4 4,505.2
LIABILITIES
Current liabilities
Trade and other payables 4 (249.1) (430.6)
Borrowings 5 (589.4) (100.0)
Derivative financial instruments 6 – (36.4)
(838.5) (567.0)
Non-current liabilities
Borrowings 5 (1,386.4) (1,984.6)
(1,386.4) (1,984.6)
Total liabilities (2,224.9) (2,551.6)
Net assets 748.5 1,953.6
Capital and reserves
Called-up share capital 7 217.5 216.7
Share premium 7 1,294.7 1,294.7
Foreign currency translation reserve 194.5 194.5
Merger reserves 671.5 671.5
Retained earnings (1,629.7) (423.8)
Total equity 748.5 1,953.6
During the year the Company made a loss of $1,212.0 million (2023: $68.0 million loss).
Approved by the Board and authorised for issue on 24 March 2025.
Phuthuma Nhleko Richard Miller
Chair Chief Financial Officer and Interim Chief Executive Officer
24 March 2025 24 March 2025
Strategic report Corporate governance Financial statements Supplementary information
182 – Tullow Oil plc Annual Report and Accounts 2024
Company statement of changes in equity
Year ended 31 December 2024
Share
capital
$m
Share
premium
$m
Foreign
currency
translation
reserve
$m
Merger
reserves
$m
Retained
earnings
$m
Total
equity
$m
As 1 January 2023 215.2 1,294.7 194.5 671.5 (360.3) 2,015.6
Loss for the year – – – – (68.0) (68.0)
Exercising of employee share options 1.5 – – – (1.5) –
Share-based payment charges – – – – 6.0 6.0
As 1 January 2024 216.7 1,294.7 194.5 671.5 (423.8) 1,953.6
Loss for the year – – – – (1,212.0) (1,212.0)
Exercising of employee share options 0.8 – – – (0.8) –
Share-based payment charges – – – – 6.9 6.9
At 31 December 2024 217.5 1,294.7 194.5 671.5 (1,629.7) 748.5
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 183
(a) General information
the United Kingdom under the Companies Act. The
address of the registered office is Tullow Oil plc, Building 9,
Chiswick Park, 566 Chiswick High Road, London W4 5XT.
The Financial Statements are presented in US dollars and
all values are rounded to the nearest $0.1 million, except
where otherwise stated. Tullow Oil plc is the ultimate
Parent of the Group.
(b) Basis of preparation
The Company meets the definition of a qualifying entity
under Financial Reporting Standard 100 (FRS 100) issued
by the Financial Reporting Council. The Financial
Statements have therefore been prepared in accordance
with Financial Reporting Standard 101 (FRS 101) Reduced
Disclosure Framework as issued by the Financial
Reporting Council.
The following exemptions from the requirements of IFRS
have been applied in the preparation of these Financial
Statements, in accordance with FRS 101:
• Paragraphs 45(b) and 46 to 52 of IFRS 2 Share-based
Payment (details of the number and weighted average
exercise prices of share options, and how the fair value
of goods or services received was determined).
• IFRS 7 Financial Instruments: Disclosures.
• Paragraphs 91 to 99 of IFRS 13 Fair Value Measurement
(disclosure of valuation techniques and inputs used for
fair value measurement of assets and liabilities).
• Paragraph 38 of IAS 1 Presentation of Financial Statements
– comparative information requirements in respect of
certain assets.
The following paragraphs of IAS 1 Presentation of
Financial Statements:
• 10(d) (statement of cash flows).
• 111 (cash flow statement information).
• 134–136 (capital management disclosures).
• IAS 7 Statement of Cash Flows.
• Paragraphs 30 and 31 of IAS 8 Accounting Policies,
Changes in Accounting Estimates and Errors.
• Paragraph 17 of IAS 24 Related Party Disclosures
(key management compensation).
• The requirements in IAS 24 Related Party Disclosures,
to disclose related party transactions entered into
between two or more members of a group. Where
relevant, equivalent disclosures have been given in
the Group accounts.
The Financial Statements have been prepared on the
historical cost basis, except for derivative financial
instruments that have been measured at fair value.
The Company has applied the exemption from the
requirement to publish a separate profit and loss account
for the Parent Company set out in Section 408 of the
Companies Act 2006.
During the year the Company made a loss of $1,212.0 million
(2023: $68.0 million loss).
(c) Going concern
Refer to the Basis of preparation in the Material Accounting
Policies section of the Group accounts.
(d) Foreign currencies
The US dollar is the functional and presentational currency
of the Company. Transactions in foreign currencies are
translated at the rates of exchange ruling at the transaction
date. Monetary assets and liabilities denominated in
foreign currencies are translated into US dollars at the rates
of exchange ruling at the balance sheet date, with a
corresponding charge or credit to the income statement.
However, exchange gains and losses arising on long-term
foreign currency borrowings, which are a hedge against
the Company’s overseas investments, are dealt with
in reserves.
(e) Share-based payments
The Company has applied the requirements of IFRS 2
Share-based Payments. The Company has share-based
awards that are equity settled and cash settled as defined
by IFRS 2. The fair value of the equity settled awards has
been determined at the date of grant of the award allowing
for the effect of any market-based performance
conditions. This fair value, adjusted by the Company’s
estimate of the number of awards that will eventually vest
as a result of non-market conditions, is expensed uniformly
over the vesting period.
The fair values were calculated using a binomial option
pricing model with suitable modifications to allow for
employee turnover after vesting and early exercise. Where
necessary, this model is supplemented with a Monte Carlo
model. The inputs to the models include: the share price at
date of grant; exercise price; expected volatility; expected
dividends; risk-free rate of interest; and patterns of exercise
of the plan participants.
For cash settled awards, a liability is recognised for the
goods or service acquired, measured initially at the fair
value of the liability. At each balance sheet date until the
liability is settled, and at the date of settlement, the fair
value of the liability is remeasured, with any changes in
fair value recognised in the income statement.
Material company accounting policies
As at 31 December 2024
Strategic report Corporate governance Financial statements Supplementary information
184 – Tullow Oil plc Annual Report and Accounts 2024
(f) Investments
Investments in subsidiaries are accounted for at cost less
any provision for impairment.
(g) Financial assets
The Company classifies its financial assets in the following
categories: at fair value through profit or loss; and loans
and receivables. The classification depends on the
purpose for which the financial assets were acquired.
Management determines the classification of its financial
assets at initial recognition. As of 31 December 2024, all
financial assets were classified at amortised cost.
Assets are classified and measured at amortised cost
when the business model of the Company is to collect
contractual cash flows and the contractual terms give rise
to cash flows that are solely payments of principal and
interest. These assets are carried at amortised cost using
the effective interest method if the time value of money is
significant. Gains and losses are recognised in profit or loss
when the assets are derecognised, modified or impaired.
(h) Financial liabilities
The measurement of financial liabilities is determined by
the initial classification.
i) Financial liabilities at fair value through profit
or loss:
Those balances that meet the definition of being held for
trading are measured at fair value through profit or loss.
Such liabilities are carried on the balance sheet at fair value
with gains or losses recognised in the income statement.
Intercompany derivative liabilities fall under this category
of financial instruments.
ii) Financial liabilities measured at amortised cost:
All financial liabilities not meeting the criteria of being
classified at fair value through profit or loss are classified
as financial liabilities measured at amortised cost. The
instruments are initially recognised at their fair value net
of transaction costs that are directly attributable to the
issue of financial liability. Subsequent to initial recognition,
financial liabilities are measured at amortised cost using
the effective interest method.
Borrowings and trade creditors fall under this category
of financial instruments.
(i) Share issue expenses
Costs of share issues are written off against the premium
arising on the issues of share capital.
(j) Finance costs of debt
Finance costs of debt are recognised in the profit and loss
account over the term of the related debt at a constant
rate on the carrying amount.
Interest-bearing borrowings are recorded as the proceeds
received, net of direct issue costs. Finance charges,
including premiums payable on settlement or redemption
and direct issue costs, are accounted for on an accruals
basis in the income statement using the effective interest
method and are added to the carrying amount of the
instrument to the extent that they are not settled in the
period in which they arise.
(k) Taxation
Current and deferred tax, including UK corporation tax
and overseas corporation tax, are provided at amounts
expected to be paid using the tax rates and laws that have
been enacted or substantively enacted by the balance
sheet date. Deferred corporation tax is recognised on
all temporary differences that have originated but not
reversed at the balance sheet date where transactions or
events that result in an obligation to pay more, or right to
pay less, tax in the future have occurred at the balance
sheet date. Deferred tax assets are recognised only to the
extent that it is considered more likely than not that there
will be suitable taxable profits from which the underlying
temporary differences can be deducted. Deferred tax is
measured on a non-discounted basis.
Deferred tax is provided on temporary differences arising on
acquisitions that are categorised as business combinations.
Deferred tax is recognised at acquisition as part of the
assessment of the fair value of assets and liabilities
acquired. Any deferred tax is charged or credited in the
income statement as the underlying temporary difference
is reversed.
(l) Capital management
The Company defines capital as the total equity of the
Company. Capital is managed in order to provide returns
for shareholders and benefits to stakeholders and to
safeguard the Company’s ability to continue as a going
concern. Tullow is not subject to any externally imposed
capital requirements. To maintain or adjust the capital
structure, the Company may adjust the dividend payment
to shareholders, return capital, issue new shares for cash,
repay debt, and put in place new debt facilities.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 185
(m) Critical accounting judgements and key
sources of estimation uncertainty
The Group assesses critical accounting judgements
annually. The following are the critical judgements, apart
from those involving estimations which are dealt with in
policy (ag), that the Directors have made in the process
of applying the Group’s accounting policies and that have
the most significant effect on the amounts recognised
in the Financial Statements.
Investments (note 1):
The Company is required to assess the carrying values of
each of its investments in subsidiaries for impairment. The
net assets of certain of the Company’s subsidiaries are
predominantly intangible exploration and evaluation (E&E)
and property, plant and equipment assets.
Where facts and circumstances indicate that the carrying
amount of an E&E asset held by a subsidiary may exceed
its recoverable amount, by reference to the specific
indicators of impairment of E&E assets, an impairment test
of the asset is performed by the subsidiary undertaking
and the asset is impaired by any difference between its
carrying value and its recoverable amount. The recognition
of such an impairment by a subsidiary is used by the
Company as the primary basis for determining whether or
not there are indications that the investment in the related
subsidiary may also be impaired, and thus whether an
impairment test of the investment carrying value needs
to be performed. The results of exploration activities are
inherently uncertain and the assessment of impairment
of E&E assets by the subsidiary, and that of the related
investment by the Company, is judgemental.
For property, plant and equipment, the value of assets/
fields supporting the investment value is assessed by
estimating the discounted future cash flows based on
management’s expectations of future oil and gas prices
and future costs.
In order to discount the future cash flows the Group
calculates CGU-specific discount rates. The discount rates
are based on an assessment of a relevant peer group’s
post-tax weighted average cost of capital (WACC). The
post-tax WACC is subsequently grossed up to a pre-tax
rate. The Group then deducts any exploration risk premium
which is implicit in a peer group’s WACC and subsequently
applies additional country risk premium for all CGUs, an
element of which is determined by whether the assets are
onshore or offshore. Refer to notes 8 and 9 to the Group
Financial Statements.
Where there is evidence of economic interdependency
between fields, such as common infrastructure, the fields
are grouped as a single CGU for impairment purposes.
Refer to note 1 for sensitivities.
Material company accounting policies continued
As at 31 December 2024
Strategic report Corporate governance Financial statements Supplementary information
186 – Tullow Oil plc Annual Report and Accounts 2024
Notes to the Company Financial Statements
Year ended 31 December 2024
Note 1. Investments
2024
$m
2023
$m
Subsidiary undertakings 2,961.5 4,484.2
2,961.5 4,484.2
The movement in Company’s investment in subsidiaries of $1,522.7 million (2023: $379.5 million) is due to additions of
$268.1 million (2023: $245.1 million) and impairment charge of $1,790.8 million (2023: $624.6 million), which was
recognised against the Company’s investments in subsidiaries in relation to losses incurred by Group service companies
and exploration companies and reduction to the underlying value of the Group’s production companies. (Refer to notes 8
and 9 of the Group Financial Statements).
Trigger for
2024
impairment
2024
Impairment/
(reversal)
$m
2024
Remaining
recoverable
amount
$m
2023
Impairment/
(reversal)
$m
2023
Remaining
recoverable
amount
$m
Tullow Group Services Limited a 237.1 – 5.7 –
Tullow Overseas Holdings B.V. a,b 1,527.7 2,754.2 764.5 4,261.5
Tullow Oil SPE Limited c,d 42.6 135.5 (112.8) 178.1
Tullow Oil SK Limited a 10.6 – – –
Tullow Gabon Holdings Limited n/a – 11.8 – 11.8
Tullow Oil Finance Limited e (27.2) 60.0 (32.8) 32.8
Total 1,790.8 2,961.5 624.6 4,484.2
a. Reduction in net asset value as a result of impairment of direct and indirect subsidiaries.
b. Impact of loss-making subsidiaries.
c. Principal activity of SPE is to enter into derivative transactions as part of the Group’s risk management strategy. Impairment was due to lower
recoverable value from derivative losses.
d. Recoverable value of net assets in SPE increased in 2023, driven by reversal of expected credit loss provision on intercompany receivables following
improved creditworthiness of Tullow Oil Finance Limited.
e. Increase in net assets due to receipt of previously impaired receivable balance.
The Company’s subsidiary undertakings as at 31 December 2024 are listed on pages 179 and 180. The principal activity
of all companies relates to oil and gas exploration, development and production.
In determining whether there is an indicator of impairment, or reversal of impairment, the company considers changes in
the company’s market capitalisation. However, the company’s market capitalisation is affected by the company’s level of
indebtedness and the proximity to maturity of this debt, together with general market volatility. Therefore, in determining
whether there is an indication of impairment, or reversal, the company considers a wide range of other factors.
Sensitivities
The value of property, plant and equipment and E&E assets supporting the investment value will be affected by the
potential future changes to oil prices and discount rates. 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 annualised average oil price over recent history, and a reduction or increase
in the medium- and long-term price assumptions of $5/bbl, based on the range of annualised average historical prices,
are considered to be reasonably possible changes for the purposes of sensitivity analysis. Decreases to oil prices specified
in note 9 to the Group Financial Statements would increase the investment impairment charge by $290.5 million, whilst
increases to oil prices specified above would result in a credit to the investment impairment charge of $368.5 million.
A 1% change in the pre-tax discount rate would increase the impairment by $84.9 million. The Company believes a 1%
change in the pre-tax discount rate to be a reasonable possibility based on historical analysis of the Company’s and
peer group of companies’ impairments.
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
NZE scenarios on the value of assets held by subsidiaries could result in a potential write-off of investments of up to
$1,000.8 million. Refer to note 25 of the Group Financial Statements.
Note 2. Deferred tax
The Company has tax losses of $1,315.8 million (2023: $1,306.0 million) that are available indefinitely for offset against
future non-ring-fenced taxable profits in the Company. A deferred tax asset of $nil (2023: $nil) has been recognised
in respect of these losses on the basis that the Company does not anticipate making non-ring-fenced profits in the
foreseeable future.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 187
Notes to the Company Financial Statements continued
Year ended 31 December 2024
Note 3. Other current assets
Amounts falling due within one year
2024
$m
2023
$m
Other debtors 0.8 0.9
Due from subsidiary undertaking – 4.2
0.8 5.1
The amounts due from subsidiary undertaking relates to a balance from Tullow Overseas Holdings B.V. The balance
accrues no interest and is repayable on demand. At 31 December 2024, a provision of $nil (2023: $nil) was held in respect
of the recoverability of amounts due from subsidiary undertaking.
Note 4. Trade and other payables
Amounts falling due within one year
2024
$m
2023
$m
Accrued interest 35.3 33.3
Accruals 0.9 7.7
Due to subsidiary undertakings 212.9 389.6
249.1 430.6
Note 5. Borrowings
2024
$m
2023
$m
Current
7.00% Senior Notes due 2025 489.4 –
10.25% Senior Secured Notes due 2026 100.0 100.0
589.4 100.0
Non-current
Borrowings – after one year but within five years
7.00% Senior Notes due 2025 – 489.0
10.25% Senior Secured Notes due 2026 1,274.4 1,371.0
Secured Notes Facility due 2028 112.0 124.6
1,386.4 1,984.6
Carrying value of total borrowings 1,975.8 2,084.6
The Company’s capital structure includes $1,385 million Senior Secured Notes (2026 Notes), $493 million Senior Notes
(2025 Notes), a $400 million Secured Notes Facility and an undrawn $250 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.
On 15 May 2024, the Company made a mandatory prepayment of $100 million of the 2026 Notes.
The 2025 Notes are due in a single payment in March 2025.
The SSRCF, maturing in June 2025, remains undrawn as at 31 December 2024.
Unamortised debt arrangement fees for the 2026 Notes, 2025 Notes, Secured Notes Facility and the SSRCF are $10.9 million
(2023: $14.3 million), $3.1 million (2023: $3.6 million), $17.7 million (2023: $5.0 million) and $nil (2023: $2.3 million) respectively.
The 2026 Notes, the Secured Notes Facility and the SSRCF are senior secured obligations of Tullow Oil plc and are
guaranteed by certain subsidiaries of the Group. (Refer to note 16 of the Group Financial Statements.)
The Company or its affiliates may, at any time and from time to time, seek to retire or purchase outstanding debt through
cash purchases and/or exchanges, in open-market purchases, privately negotiated transactions or otherwise. Such
repurchases or exchanges, if any, will be upon such terms and at such prices as management may determine, and will
depend on prevailing market conditions, liquidity requirements, contractual restrictions, and other factors.
Strategic report Corporate governance Financial statements Supplementary information
188 – Tullow Oil plc Annual Report and Accounts 2024
Note 6. Financial instruments
Disclosure exemptions adopted
Where equivalent disclosures for the requirements of IFRS 7 Financial Instruments: Disclosures and IFRS 13 Fair Value
Measurements have been included in the 2024 Annual Report and Accounts of Tullow Oil plc, the Company has adopted
the disclosure exemptions available to the Company’s accounts.
Financial risk management objectives
The Company follows the Group’s policies for managing all its financial risks.
Fair values of derivative instruments
All derivatives are recognised at fair value on the balance sheet with valuation changes recognised immediately in
the income statement. Fair value is the amount for which the asset or liability could be exchanged in an arm’s-length
transaction at the relevant date. Where available, fair values are determined using quoted prices in active markets.
To the extent that market prices are not available, fair values are estimated by reference to market-based transactions
or using standard valuation techniques for the applicable instruments and commodities involved.
The Company’s derivative instruments’ carrying and fair values were as follows:
Assets/liabilities
2024
Less than
1 year
$m
2024
1–3 years
$m
2024
Total
$m
2023
Less than
1 year
$m
2023
1–3 years
$m
2023
Total
$m
Option market value
Oil derivatives – – – (28.1) – (28.1)
Deferred premium
Oil derivatives – – – (8.3) – (8.3)
Total liabilities – – – (36.4) – (36.4)
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 in Level 1 which
are observable for the asset or liability, either directly or indirectly.
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.
During 2024, all of the Company’s derivatives were Level 2 (2023: Level 2). There were no transfers between fair value
levels during the year. There were no open derivatives at the year end 2024 (2023: $36.4 million).
For financial instruments which are recognised on a recurring basis, the Company determines whether transfers have
occurred between levels by re-assessing categorisation (based on the lowest-level input which is significant to the fair
value measurement as a whole) at the end of each reporting period.
Income statement summary
Derivative fair value movements during the year which have been recognised in the income statement were as follows:
Loss on derivative instruments
2024
$m
2023
$m
Oil derivatives 36.4 208.1
Cash flow and interest rate risk
The interest rate profile of the Company’s financial assets and liabilities, excluding trade and other receivables and trade
and other payables, at 31 December 2024 and 31 December 2023 was as follows:
2024
Cash
at bank
$m
2024
Fixed
rate debt
$m
2024
Floating
rate debt
$m
2024
Total
$m
2023
Cash
at bank
$m
2023
Fixed
rate debt
$m
2023
Floating
rate debt
$m
2023
Total
$m
US$ 11.1 (1,863.8) (112.0) (1,964.7) 15.9 (1,97 7.8) (129.6) (2,091.5)
Cash and cash equivalents consisted of $nil (2023: $11.0 million) of short-term deposits that are readily convertible to
known amounts of cash with insignificant risk of change in value. The Company only deposits cash with major banks of
high-quality credit standing.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 189
Note 6. Financial instruments continued
Liquidity risk
The following table details the Company’s remaining contractual maturities for its non-derivative financial liabilities with
agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities
based on the earliest date on which the Company can be required to pay.
Weighted
average
effective
interest rate
Less than
1 month
$m
1–3
months
$m
3 months
to 1 year
$m
1–5
years
$m
5+
years
$m
Total
$m
31 December 2024
Non-interest bearing – 11.5 237.6 – – 249.1
Fixed interest rate instruments 9.8%
Principal repayments – 492.5 100.0 1,285.2 – 1,877.7
Interest charge – 17.2 136.7 65.8 – 219.7
Variable interest rate instruments 15.8%
Principal repayments – – – 130.0 – 130.0
Interest charge 4.8 – 13.5 53.8 – 72.1
4.8 521.2 487.8 1,534.8 – 2,548.6
Weighted
average
effective
interest rate
Less than
1 month
$m
1–3
months
$m
3 months
to 1 year
$m
1–5
years
$m
5+
years
$m
Total
$m
31 December 2023
Non-interest bearing – 11.6 419.0 – – 430.6
Fixed interest rate instruments 9.9%
Principal repayments – – 100.0 1,878.0 – 1,978.0
Interest charge – 17.0 164.0 220.0 – 401.0
Variable interest rate instruments 15.8%
Principal repayments – – – 130.0 – 130.0
Interest charge – 5.0 15.0 69.0 – 89.0
33.6 698.0 2,297.0 – 3,028.6
Note 7. Called-up equity share capital and share premium account
Allotted equity share capital and share premium
Equity share
capital allotted
and fully paid
Number
Share
capital
$m
Share
premium
$m
At 1 January 2023 1,439,605,995 215.2 1,294.7
Issued during the year
Exercise of share options 12,935,892 1.5 –
At 1 January 2024 1,452,541,887 216.7 1,294.7
Issued during the year
Exercise of share options 6,548,077 0.8 –
At 31 December 2024 1,459,089,964 217.5 1,294.7
The Company does not have a maximum authorised share capital. The par value of the Company’s shares is 10p.
Notes to the Company Financial Statements continued
Year ended 31 December 2024
Strategic report Corporate governance Financial statements Supplementary information
190 – Tullow Oil plc Annual Report and Accounts 2024
Alternative performance measures
The Group uses certain measures of performance that are
not specifically defined under IFRS or other generally
accepted accounting principles. These non-IFRS measures
include capital investment, net debt, gearing, adjusted
EBITDAX, underlying cash operating costs, free cash flow,
underlying operating cash flow and pre-financing
cash flow.
Capital investment
Capital investment is defined as additions to property,
plant and equipment and intangible exploration and
evaluation assets less decommissioning asset additions,
right-of-use asset additions, capitalised share-based
payment charge, capitalised finance costs, additions
to administrative assets and certain other adjustments.
The Directors believe that capital investment is a useful
indicator of the Group’s organic expenditure on exploration
and evaluation assets and oil and gas assets incurred
during a period because it eliminates certain accounting
adjustments such as capitalised finance costs and
decommissioning asset additions.
2024
$m
2023
$m
Additions to property, plant
and equipment 249.0 416.1
Additions to intangible exploration
and evaluation assets 34.7 25.4
Less:
Changes to decommissioning
asset estimates (39.3) 47.8
Right-of-use asset additions 1.4 81.1
Lease payments related to
capital activities (21.9) (53.6)
Additions to administrative assets 3.1 2.3
Other non-cash capital movements 109.3 (16.0)
Capital investment 231.1 379.9
Movement in working capital (1.6) (89.7)
Additions to administrative assets 3.1 2.3
Cash capital expenditure
per the cash flow statement 232.6 292.5
Net debt
Net debt is a useful indicator of the Group’s indebtedness,
financial flexibility and capital structure because it indicates
the level of cash borrowings after taking account of cash
and cash equivalents in the Group’s business that could be
utilised to pay down the outstanding cash borrowings. Net
debt is defined as current and non-current borrowings
plus non-cash adjustments, less cash and cash equivalents.
Non-cash adjustments include unamortised arrangement
fees, adjustment to convertible bonds, and other adjustments.
The Group’s definition of net debt does not include the
Group’s leases as the Group’s focus is the management
of cash borrowings and a lease is viewed as deferred
capital investment.
The value of the Group’s lease liabilities as at 31 December
2024 was $151.9 million current and $581.0 million non-current;
it should be noted that these balances are recorded gross
for operated assets and are therefore not representative of
the Group’s net exposure under these contracts.
2024
$m
2023
$m
Current borrowings 589.4 100.0
Non-current borrowings 1,386.4 1,984.6
Non-cash adjustments 31.6 22.8
Less cash and cash equivalents (555.1) (499.0)
Net debt 1,452.3 1,608.4
Gearing and adjusted EBITDAX
Gearing is a useful indicator of the Group’s indebtedness,
financial flexibility and capital structure and can assist
securities analysts, investors and other parties to evaluate
the Group. Gearing is defined as net debt divided by
adjusted EBITDAX. Adjusted EBITDAX is defined as profit/
(loss) from continuing activities adjusted for income tax
expense, finance costs, finance revenue, loss on hedging
instruments, asset revaluation, other gains, depreciation,
depletion and amortisation, share-based payment charge,
provision reversal, gain on bond buyback, exploration
costs written off, impairment (reversal)/impairment of
property, plant and equipment net, expected credit loss
charge on trade receivables and restructuring provision.
2024
$m
2023
$m
Profit/(Loss) from continuing activities 54.6 (109.6)
Adjusted for:
Income tax expense 266.9 205.5
Finance costs 345.6 329.6
Finance revenue (71.5) (44.0)
Loss on hedging instruments – 0.4
Asset revaluation (38.9) –
Other gains – (0.2)
Depreciation, depletion and
amortisation 444.2 436.6
Share-based payment charge 6.9 6.0
Provision reversal (70.4) (22.0)
Gain on bond buyback – (86.0)
Exploration costs written off 212.6 27.0
Impairment (reversal)/Impairment of
property, plant and equipment, net (11.8) 408.1
Expected credit loss charge on trade
receivables 6.6 –
Restructuring provision 7.1 –
Adjusted EBITDAX 1,151.9 1,151.4
Net debt 1,452.3 1,608.4
Gearing (times) 1.3 1.4
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 191
Underlying cash operating costs
Underlying cash operating costs is a useful indicator of the
Group’s costs incurred to produce oil and gas. Underlying
cash operating costs eliminates certain non-cash accounting
adjustments to the Group’s cost of sales to produce oil and
gas. Underlying cash operating costs is defined as cost of
sales less operating lease expense, depletion and
amortisation of oil and gas assets, underlift, overlift and oil
stock movements, share-based payment charge included
in cost of sales, royalties and certain other cost of sales.
Underlying cash operating costs are divided by production
to determine underlying cash operating costs per boe.
In 2023 and 2024, Tullow incurred abnormal non-recurring
costs, which are presented separately below. The adjusted
normalised cash operating costs are a helpful indicator to
the forward underlying costs of the business.
2024
$m
2023
$m
Cost of sales 780.9 869.2
Add:
Lease payments related
to operating activity 11.6 7.2
Less:
Depletion and amortisation of oil
and gas and leased assets 437.6 430.8
Underlift, overlift and oil
stock movements 42.5 109.3
Share-based payment charge
included in cost of sales 0.4 0.4
Royalties 27.9 33.9
Other cost of sales 11.7 9.1
Underlying cash operating costs 272.4 292.9
Non-recurring costs (8.3) (25.9)
Total normalised cash
operating costs 264.1 267.0
Production (mmboe) 22.4 22.9
Underlying cash operating costs
per boe ($/boe) 12.2 12.8
Normalised cash operating costs
per boe ($/boe) 11.8 11.7
Free cash flow
Free cash flow is a useful indicator of the Group’s ability
to generate cash flow to fund the business and strategic
acquisitions, reduce borrowings and provide returns to
shareholders through dividends. Free cash flow is defined
as net cash from operating activities, and net cash used in
investing activities, repayment of obligations under leases,
finance costs paid, and foreign exchange gain/(loss).
2024
$m
2023
$m
Net cash from operating activities 758.5 876.2
Net cash used in investing activities (213.1) (268.5)
Repayment of obligations under leases (169.0) (195.0)
Finance costs paid (223.2) (240.0)
Foreign exchange gain/(loss) 2.9 (2.5)
Free cash flow 156.1 170.2
Underlying operating cash flow
This is a useful indicator of the Group’s assets’ ability to
generate cash flow to fund further investment in the
business, reduce borrowings and provide returns to
shareholders. Underlying operating cash flow is defined
as net cash from operating activities less repayment of
obligations under leases plus decommissioning expenditure.
Pre-financing free cash flow
This is a useful indicator of the Group’s ability to generate
cash flow to reduce borrowings and provide returns to
shareholders through dividends. Pre-financing free cash
flow is defined as net cash from operating activities, and
net cash used in investing activities, less repayment of
obligations under leases and foreign exchange gain.
2024
$m
2023
$m
Net cash from operating activities 758.5 876.2
Decommissioning expenditure 45.0 78.1
Lease payments related to
capital activities 21.9 53.6
Payments to decommissioning
escrow fund 11.6 –
Repayment of obligations under leases (169.0) (195.0)
Underlying operating cash flow 668.0 812.9
Net cash used in investing activities (213.1) (268.5)
Decommissioning expenditure (45.0) (78.1)
Lease payments related to
capital activities (21.9) (53.6)
Payments to decommissioning
escrow fund (11.6) –
Pre-financing free cash flow 376.4 412.7
Alternative performance measures continued
Strategic report Corporate governance Financial statements Supplementary information
192 – Tullow Oil plc Annual Report and Accounts 2024
Ghana Non-Operated
7
Kenya Total
Oil
mmbbl
Gas
bcf
Oil
mmbbl
Gas
bcf
Oil
mmbbl
Gas
bcf
Oil
mmbbl
Gas
bcf
Petroleum
mmboe
6
Commercial reserves
1
1 January 2024 143.8 151.7 41.9 6.8 – – 185.7 158.5 212.2
Revisions
3, 4
(22.9) – (1.6) (4.5) – – (24.5) (4.5) (25.3)
Production (16.1) (13.3) (3.9) (1.2) – – (20.0) (14.5) (22.4)
Acquisitions
5
– – – – – – – – –
Disposals
5
– – – – – – – – –
31 December 2024 104.8 138.4 36.4 1.1 – – 141.2 139.5 164.5
Contingent resources
2
1 January 2024 152.8 511.0 35.1 9.7 470.4 – 658.3 520.7 745.0
Revisions
3, 4
(26.4) (72.2) 10.9 4.2 (7.2) – (22.7) (68.0) (34.0)
Acquisitions
5
– – – – – – – – –
Disposals
5
– – – – – – – – –
31 December 2024 126.4 438.8 46.0 13.9 463.2 – 635.6 452.7 711.0
Total 31 December 2024 231.2 577.2 82.4 15.0 463.2 – 776.8 592.2 875.5
1. Reserves presented are ‘proven and probable’. They are as audited and reported by independent third-party reserves auditor as at year end 2024.
2. Contingent resources are ‘best estimate’. They are as audited and reported by the independent third-party reserves auditor as at year end 2024.
3. Reserves and resources revisions in Ghana are primarily related to production performance during 2024 on Jubilee and include an upwards revision of
TEN reserves, supported by substantial progress towards a material reduction in fixed costs, including in relation to the FPSO, which extends the
economic life to 2036.
4. Reserves revisions in the non-operated portfolio primarily reflect an earlier assumed cessation of production on the Espoir field.
5. There have been no acquisitions or disposals in 2024. The asset swap in Gabon, in which M’Oba, Oba, Limande, Turnix and a percentage of Simba
were exchanged for an increased working interest in Tchatamba and the DE8 licence, was already accounted for in the 1 January 2024 reserve and
resource position.
6. A gas conversion factor of 6 mscf/boe is used to calculate the total petroleum mmboe.
7. Non-Operated consists of assets located in Gabon and Côte d’Ivoire.
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 working interest reserves were 161.5 mmboe
at 31 December 2024 (31 December 2023: 204.5 mmboe).
Contingent resources are discovered resources for which development plans are either in the course of preparation,
on hold or further evaluation is under way with a view to future development.
Commercial reserves and contingent resources summary
(unaudited) working interest basis
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 193
Financial calendar
2024 full-year results announced 25 March 2025
Annual General Meeting 22 May 2025
AGM trading update 22 May 2025
2025 half-year results announced
6 August 2025
1
November trading update 12 November 2025
1
1. Provisional dates.
Shareholder enquiries
All enquiries concerning shareholdings, including notification
of change of address, loss of a share certificate or dividend
payments, should be made to the Company’s registrar.
For shareholders on the UK register, Computershare
provides a range of services through its online portal,
Investor Centre, which can be accessed free of charge
at www.investorcentre.co.uk. Once registered, this
service, accessible from anywhere in the world, enables
shareholders to check details of their shareholdings or
dividends, download forms to notify changes in personal
details and access other relevant information.
United Kingdom registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZY
Tel – UK shareholders: 0370 703 6242
Tel – overseas shareholders: +44 870 703 6242
Contact: www.investorcentre.co.uk/contactus
Ghana registrar
The Central Securities Depository (Ghana) Limited
4th Floor,
Cedi House,
P.M.B CT 465
Cantonments,
Accra, Ghana
Tel – Ghana shareholders: + 233 303 972 254/302 689 313
Contact: info@csd.com.gh
Share dealing facility
The Company’s shares can be traded through most banks,
building societies, stockbrokers or ‘share shops’. In addition,
UK-based shareholders can buy or sell the Company’s
shares using a share dealing facility made available by
Computershare, which includes internet and postal
share dealing.
Internet share dealing
Internet share dealing is available to shareholders residing
in the UK. This service offers shareholders a straightforward
way to buy or sell the Company’s shares on the London
Stock Exchange. The commission is 1.4%, subject to a
minimum charge of £40. In addition, stamp duty, currently
0.5%, is payable on purchases. Real-time dealing is available
during UK market hours (08:00 to 16:30). In addition, you can
place a sale instruction outside market hours. To access the
service, log on to www.computershare.com/dealing/uk.
Shareholders must have their Shareholder Reference
Number (SRN) available. The SRN appears on share
certificates. Internet share dealing is only available to
residents in either the UK, Channel Islands or Isle of Man.
Postal share dealing service
The postal share dealing service offers a way to sell or
purchase shares (subject to availability). To use the service
you must be a resident of the UK or one of the permitted
jurisdictions. A full list of permitted jurisdictions can be
found at www.computershare.com/dealing/uk. If you
wish to use the service, you can download a postal
share dealing form and the terms and conditions at
www.computershare.com/dealing/uk. The fee for this
service is 1.4% of the value of each sale or purchase and
is subject to a minimum charge of £40. Stamp duty of
0.5% may be payable on purchases. Detailed terms and
conditions for both internet and postal dealing are
available upon request by calling +44 370 702 0000.
ShareGift
If you have a small number of shares whose value
makes it uneconomical to sell, you may wish to consider
donating them to ShareGift, which is a UK-registered
charity specialising in realising the value locked up in
small shareholdings for charitable purposes. The resulting
proceeds are donated to a range of charities, reflecting
suggestions received from donors. Should you wish
to donate your Tullow Oil plc shares in this way,
please download and complete a transfer form from
www.sharegift.org/forms, sign it and send it together
with the share certificate to ShareGift, PO Box 72253,
London SW1P 9LQ. For more information regarding
this charity, visit www.sharegift.org.
Shareholder information
Strategic report Corporate governance Financial statements Supplementary information
194 – Tullow Oil plc Annual Report and Accounts 2024
Electronic communication
To reduce impact on the environment, the Company encourages all shareholders to receive their shareholder
communications, including Annual Reports and notices of meetings, electronically. Once registered for electronic
communications, shareholders will be sent an email each time the Company publishes statutory documents,
providing a link to the information.
Shareholder security
Shareholders are advised to be cautious of unsolicited advice, offers to buy shares at a discount or offers of free
company reports. If you receive any unsolicited investment advice:
• Obtain the name of the person and the organisation.
• Check they are authorised by the FCA by looking the firm up on www.fca.org.uk/register.
• Report the matter to the FCA either by calling 0800 111 6768 or visit www.fca.org.uk/consumers.
Further information is available at www.tullowoil.com/investors/shareholder-centre.
Corporate brokers
Barclays
5 North Colonnade,
Canary Wharf,
London E14 4BB
Peel Hunt
100 Liverpool Street,
London EC2M 2AT
Auditor
Ernst and Young LLP
1 More London Place,
London SE1 2AF
Tullow Oil plc’s commitment to environmental issues is reflected in this Annual Report,
which has been printed on Arena Extra White Smooth, an FSC® certified material. This
document was printed by Pureprint Group using its environmental print technology,
with 99% of dry waste diverted from landfill, minimising the impact of printing on the
environment. The printer is a CarbonNeutral® company.
Both the printer and the paper mill are registered to ISO 14001.
Strategic report Corporate governance Financial statements Supplementary information
Tullow Oil plc Annual Report and Accounts 2024 – 195
Registered office
9 Chiswick Park
566 Chiswick High Road
London W4 5XT
Company registered in England and Wales
No. 3919249
www.tullowoil.com
Tullow Oil plc Annual Report and Accounts 2024