2新 Harbour Energy2021年报
2新 Harbour Energy2021年报
2新 Harbour Energy2021年报
Performance highlights
175kboepd 948mmboe
Oil and gas production 2P reserves + 2C resources
$678m $1.6bn
integration and realisation of synergies
progressing as planned
Free cash flow generation Liquidity
(cash and undrawn facilities)
0.9x $200m
Leverage ratio at year-end Annual dividend announced
2035 >25%
Net Zero emissions goal by 2035 Of 2021 emissions offset
Production increased to over 200 kboepd in Q4:
following safe execution of extended
maintenance programmes
All data is provided on a reported basis with Premier Oil plc’s portfolio contributing from
completion of the Merger (31 March 2021) unless otherwise stated.
2
Strategic report
2 Our investment proposition
4 At a glance
6 Chief Executive Officer’s statement
8 Performance overview
10 Market overview
12 How we create value
14 Key performance indicators
16 Engaging with our stakeholders
20 Our culture and values
22 Operational review
28 ESG review
36 Our Leadership Team
38 Financial review
44 Risk management
48 Principal risks
56
Governance
56 Chairman’s introduction
58 Board of Directors
Why invest in
Harbour Energy?
Conservative financial
risk management policy
We have a conservative approach to managing our balance sheet, ensuring
we’re financially strong through the commodity price cycle and providing
us with significant optionality over our capital allocation
FINANCIAL REVIEW
P40
5 124
Countries in which Licence interests covering
we are active exploration, development
and production activities1 BRAZIL
48 1,771
Producing fields Employees worldwide
FALKLAND ISLANDS
1 Excluding Brazil and Falkland Islands.
175 175
of the maintenance programmes, new 7
wells on-stream and a full contribution 2 3
from the Premier portfolio. kboepd kboepd 1
5 3
4 2
Operated Liquids
1 GBA 33 kboepd 1 Oil 49%
2 J-Area 26 kboepd 2 NGLs 6%
3 AELE 24 kboepd
4 Catcher 18 kboepd Gas
5 South East Asia 12 kboepd 3 North Sea 41%
4 International 4%
Non-operated
6 Elgin Franklin 18 kboepd
7 Buzzard 13 kboepd
8 West of Shetland 13 kboepd
9 Beryl 12 kboepd
OPERATIONAL REVIEW 10 Other North Sea 6 kboepd
P22
NORWAY
UK
North Sea
>90%
of our production
VIETNAM
INDONESIA
Production / Development / Exploration and appraisal Development / Exploration and appraisal Decision taken to exit
International
growth
LINDA Z. COOK
Chief Executive Officer
>200
kboepd
137 175
kboepd
17
kboepd
kboepd
Largest UK listed
independent oil and
Merger with gas company
Acquisition of Premier Oil completed
Harbour founded Acquisition of ConocoPhillips UK
by private equity UK North Sea North Sea business
assets from Shell
A strong production base A focus on safety and ESG 2021 saw good progress on our two
2021 production averaged 175 kboepd In Harbour, safety is our number one early-stage UK CCS projects, V Net Zero
(2020: 173 kboepd). This reflected the priority. While we recorded no serious and Acorn. For V Net Zero, this included the
addition of Premier’s portfolio from the injuries or significant spills in the year, award to Harbour of a CCS licence to reuse
end of March partially offset by significant we are not satisfied with the performance. the depleted offshore Viking fields for CO2
planned maintenance campaigns, including Our Total Recordable and Lost Time Injury storage and the selection of the project
those deferred from 2020 due to the global Rates were 1.27 and 0.68 respectively, by some of Humber’s largest emitters as
pandemic. Production was also impacted per million hours worked. We established their preferred CO2 transportation and
by some unplanned outages in the first half, process safety as our key focus area storage provider. V Net Zero and Acorn have
the delay to the start-up of the Tolmount and made it the topic for our inaugural the potential to capture and store multiple
project and natural decline. Production Global HSES Day. times our annual emissions using our
increased to 214 kboepd in the fourth quarter, infrastructure and offshore depleted fields.
supported by strong operational performance. Following completion of the Merger,
we standardised how we measure and Capital deployment
Operating costs were $976 million and report our greenhouse gas emissions We have significant opportunities within our
$15.2/boe on a unit of production basis, and established an emissions baseline. asset base to support production at current
in line with expectations. Total capital Our Net Zero goal has been embedded levels in the near term while generating
expenditure including decommissioning into our investment decision-making and material free cash flow, and the majority
was $935 million, lower than forecast due we have incorporated emissions reduction of our capex is allocated to lower risk,
to savings across the asset base. Capital incentives into our compensation and high return investments.
expenditure was weighted towards the second main debt facility. We also purchased
half of the year with the return of drilling activity our first carbon offsets, investing in We have continued to see outperformance
across our operated assets to pre-COVID levels. independently certified forest conservation from infill wells drilled at the Greater
and landfill gas capture projects in Brazil. Britannia Area as well as improved results
The strong production achieved at the end of from the ongoing drilling campaign at Clair.
2021 has continued into 2022. Our production In 2021, our GHG emissions and intensity At J-Area, we recompleted the S-15 well,
is forecast to be higher in 2022, between 195 (Scope 1 and 2), measured on a gross reinstated production from the previously
and 210 kboepd, at the midpoint an increase operated basis, were 1.6 mtCO2e and shut in J-06 well and drilled the Jade South
of c.15 per cent versus 2021. The increase is 23 kgCO2e/boe, reflecting the addition well. This successfully targeted a previously
underpinned by a full year of production from of Premier’s portfolio from March and untested part of the Jade field and was
the Premier portfolio and the new Tolmount gas increased drilling activity. Net of the offsets brought into production in January 2022.
field. 2022 production is also expected to acquired and retired with respect to 2021, Elsewhere at the J-Area, we completed
benefit from lower planned maintenance levels our gross operated emissions reduced the Dunnottar exploration well in December
and contributions from new wells including by over 25 per cent to 1.2 mtCO2e and which did not appear to have found
at the J-Area and Catcher Area in the UK, 17 kgCO2e/boe. commercial levels of hydrocarbons.
and Chim Sáo in Vietnam.
63% 360%
Increase in average Brent price Increase in average UK gas price Note: Data in this section has been sourced from
Rystad and NASDAQ.
versus 2020 versus 2020
Our Net Zero goal includes our share of Scope 1 and 2 CO2e emissions from both operated and non-operated assets.
¼ Accurate and consistent ¼ Operational optimisation ¼ Offset an increasing ¼ Emissions reduction ¼ Screen M&A
emissions measurement, and improvements portion of the residual, incentives embedded opportunities for
reporting and forecasting ¼ Minimise venting hard-to-abate emissions in compensation emissions intensity
¼ Alignment with global and flaring year on year programmes ¼ Participate in two
accounting standards ¼ Low carbon design ¼ Purchase independently ¼ Financing cost potential UK CCS projects
¼ Independent verification of new developments certified offsets incentives linked to (V Net Zero and Acorn)
of progress towards 2035 ¼ Policy reviewed annually emissions performance ¼ Assess the opportunity
¼ Embed Net Zero impact for partial electrification in
in investment decisions the UK Central North Sea
ESG REVIEW
P28
Integrity
Our strategy
To create value by continuing to build a global,
diversified oil and gas company focused on
Collaboration Responsibility value creation, cash flow and distributions.
Innovation
International
growth
>90%
and resources ¼ Ensure we have longer-term investment
options including organic and inorganic
opportunities
Of 2022 drilling and development
¼ Rigorous prioritisation and capital projects break even below $35/bbl
allocation process and 35p/therm
$200m
including a disciplined hedging programme
¼ Ensure a sustainable dividend
Annual dividend policy announced
175
173
as we learn to live with COVID-19. 2021 progress
¼ As a result of the Merger, Harbour became
137
the largest producer of oil and gas in the UK
and established a global footprint
¼ Production impacted by unplanned outages
and delay to Tolmount project start up
¼ Significant planned maintenance campaigns
completed safely with production rates
Link to strategic pillars
increasing to in excess of 200 kboepd in
the fourth quarter
commodity prices
¼ Started to realise synergies resulting from
the Merger, especially within the UK
¼ Highly ranked, broad set of relatively low
Link to strategic pillars risk, high return projects to maintain
production and cash flow near term
Safety and the Environment1 Total Recordable Injury Rate (TRIR) Per million hours worked
We are committed to behaving
responsibly and conducting our
business with integrity. The safety of
1.27 Objective
Harbour is committed to managing its operations
in a safe and reliable manner to prevent major
our people is our number one priority accidents and provide a high level of protection
to employees and contractors.
and we never compromise our health,
1.27
2021 progress
1.17
Ensure safe, reliable and Maintain a high quality Leverage our full cycle Ensure financial strength
environmentally responsible portfolio of reserves capability to diversify through the commodity
operations and resources and grow further price cycle
948mmboe Objective
We aim to add reserves as well as convert
reserves and resources into production via
$15.2/boe
Objective
We strive for competitive operating costs
without compromising on health, safety and
targeted investment in our existing asset the environment, enabling positive margins
2C: 460
15.2
base. We seek to replace reserves in the in times of low commodity prices.
2C: 378
2021 progress
11.5
11.2
2021 progress
¼ $15.2/boe field opex and $1.3/boe
¼ Achieved 157 per cent 2P reserves FPSO lease costs, reflecting natural
2P: 542
$200m/year 0.9x
Objective Objective
Harbour aims to deliver both growth and yield We aim to keep leverage below 1.5x on average
to its shareholders. Shareholder returns, along through the commodity price cycle supported
with ensuring balance sheet strength and by prudent capital allocation and a disciplined
100
a robust and diverse portfolio, is one of our hedging programme. We seek to repay debt when
1.1x
three capital allocation priorities. prices are high ensuring capital discipline, financial
resilience and capacity to take advantage of M&A
2021 progress opportunities that align to our strategic drivers.
0.9x
0.8x
any release of hazardous material from This includes reducing our own emissions
Excluding
23
22
Lobe platform (Indonesia) and overflow ¼ Higher GHG intensity reflects addition
of a diesel tank at Solan (UK) during of Premier’s portfolio from March and
bunkering operations increased drilling activity
¼ Inaugural Global HSES Day held with ¼ Purchased independently certified carbon
particular focus on delivering process offsets of which 400k were retired
safety excellence against our 2021 emissions reducing our
2019 2020 2021 2019 2020 2021 GHG intensity to 17kgCO2e/boe
2 Reported as per the IOGP’s Process Safety – Recommended Practice on Key Performance Indicators, report 456, 2018.
Harbour Energy plc
Annual Report & Accounts 2021 15
Engaging with our stakeholders
By partnering with our The duty of our Board is to promote the success
of Harbour for our shareholders whilst having due
stakeholders, understanding regard for the interests of other stakeholder groups.
In discharging this duty, the Directors must
their challenges and managing consider the likely consequences of their decisions
in the long term whilst maintaining our corporate
risks, we can find solutions reputation and adhering to the highest standards
of business conduct. Our Board of Directors carries
for our shared success. out its decision-making with this key duty in mind.
Central to this is ensuring it is equipped with the
necessary information regarding the views of
our stakeholders on key issues and how those
stakeholders will be impacted over the long term
by a particular course of action.
Section 172(1) statement In this regard, the Board sets the parameters
The disclosure on the following Information regarding our assessment by which we develop, maintain and enhance
pages (16 to 19) describes how the of environmental and community relationships with our stakeholders. However, this
Directors have had regard to the issues associated with our operations, engagement cannot be undertaken by the Board
matters set out in section 172(1) (a) including how we maximise our alone, so our Leadership Team aims to adopt a
to (f) and forms the Directors’ positive impacts and minimise the proactive approach to engagement and foster
statement required under section negative impacts, can be found in positive relationships with all groups who are
414CZA of the Companies Act 2006. the ESG review on page 28. impacted by our operations. The Board considers
these stakeholder views when making key decisions
about our operations. For example, the information
GOVERNANCE is used in investment papers, strategy documents
P56 and budget proposals, to ensure that decisions are
made with due consideration of all stakeholders.
#WeAreHarbourEnergy
We engage with our stakeholders, listen to their concerns and take action where appropriate,
as is consistent with our core values. Having an open and proactive dialogue with our stakeholders
ensures we can access the resources we need throughout the life cycle of our assets. Their input
and feedback serve as a basis for the decisions we make.
Our aim is to establish good relationships with our key stakeholder groups. These include shareholders, lenders, workforce,
joint venture partners, suppliers and customers where we operate, non-governmental organisations, contractors, suppliers
and trade unions.
Joint venture partners How do we engage? What issues are important to them?
The Operating Committee Meetings ¼ Safety and operational performance
Why is it important to engage? (OCMs) are the forum for joint ¼ Work programmes and budgets
Sharing of risk is a fundamental component of venture decision-making with
¼ ESG performance
our industry. By maintaining good relationships partners. These are set up under the
Joint Operating Agreement (JOA) or ¼ Asset stewardship and
with our joint venture partners, we can ensure life-of-field strategy
equivalent. The OCM is supplemented
that maximum value can be extracted from our by the main Technical Committee
operations in a safe and sustainable manner. Meeting (TCM) and other technical and Strategic actions and decisions
non-technical sub-committees, all of Decisions are taken by a vote of the
which have an advisory role to the OCM. participants against voting pass-marks
and requirements set out in the JOA. It is
A regular programme of OCMs the responsibility of the OCM to agree
and TCMs, plus other meetings as the asset strategy, ensuring alignment
appropriate, ensures there is an open to partner and regulatory requirements.
dialogue with our partners across the
full range of asset activities, allowing Outcomes
for collaboration to be fostered and Harbour enjoys strong and productive
for ideas to be exchanged. relationships with its joint venture partners.
Where we are the operator, we seek This helps us to maximise the value from
to ensure that all partners are aligned our assets safely and responsibly.
around common objectives for a
particular asset to ensure we can
maintain safe and reliable operations.
Integrity Responsibility
Always doing the right thing For safety and the environment,
in a professional, respectful for complying with our policies and
and honest way. procedures, for delivering against
individual and team goals.
Desired behaviours:
¼ Be direct, honest and encourage Desired behaviours:
constructive challenge ¼ Demonstrate that you care for each
¼ Respect diversity and be inclusive other’s safety every day
in everything you do ¼ Actively consider the environmental
¼ Create a safe environment in impact of every decision you take
which everyone feels comfortable ¼ Take personal responsibility for
speaking up delivery and results
Innovation Collaboration
Encouraging a more creative Working together to achieve our
approach to business. goals and successfully execute
our business plans.
Desired behaviours:
¼ Foster a learning environment that Desired behaviours:
focuses on continuous improvement ¼ Work as a team to resolve challenges
¼ Be open to new ideas and develop and achieve goals
and apply creative solutions ¼ Build and maintain strong, trust-based
¼ Look to remove complexity and relationships with colleagues and
simplify everything we do stakeholders
¼ Be open to new ideas and develop
and apply creative solutions
Recognising excellence
We believe that by working with highly skilled, innovative and
dedicated colleagues who adhere to our core values we will safely
and reliably deliver on our strategic goals. Living our values in
everything we do is crucial to strengthening our culture and
achieving our vision. To shine a light on outstanding health and
safety behaviours across our global operations in 2021, we
launched Harbour’s CEO Safety Award. An employee recognition
system which links to our values and behaviours is also being
developed for launch in 2022.
12kboepd
well as near-field exploration opportunities. We continue
to invest in the future of the North Sea, maximising the
value of our portfolio and helping to meet local demand
International 2021 production
for oil and natural gas.
Group production
2021 2020
Asset / hub (kboepd) (kboepd)
Greater Britannia Area 33 39
J-Area 26 31
AELE 24 32
Catcher Area 18 –
Elgin Franklin1 18 19
Buzzard 13 18
Beryl Area 12 17
West of Shetland2 13 11
Other North Sea3 6 6
North Sea 163 173
International 12 –
Total 175 173
1 In 2020 Harbour had a 14.1 per cent interest in Elgin Franklin; this increased to 19.3 per cent following the
Chrysaor Premier Merger.
2 West of Shetland comprises Clair and Schiehallion in 2020, and Clair, Schiehallion and Solan in 2021.
3 Other North Sea includes East Irish Sea and Galleon in 2020, and East Irish Sea, Galleon, Ravenspurn North
and Johnston in 2021.
Operated Non-operated
Beryl Area
Beryl – 39.4% non-operated
Buckland – 37.5% non-operated
Greater Callater – 45% non-operated
Ness – 39.4% non-operated
Britannia Area Nevis – 39-49% non-operated
Skene – 34% non-operated
Britannia – 58.7% operated Storr – 41% non-operated
Brodgar – 93.8% operated
Callanish – 83.5% operated
Enochdhu – 50% operated
Alder – 26.3% non-operated
Finlaggan – third party tie-back
AELE
Buzzard
Armada – 100% operated
Everest – 100% operated
21.7%
Lomond – 100% operated
Erskine – 32% non-operated
non-operated
J-Area
Jade – 67.5% operated
Elgin Franklin Jasmine – 67% operated
19.3%
J-Block – 67% operated
non-operated
Catcher Area
50%
operated
Tolmount Area
50%
operated
J-Area production averaged 26 kboepd We also successfully appraised the Production from Armada, Everest & Lomond
net to Harbour for the year, supported Talbot field in 2021, with a final together with the Erskine tie-back (AELE) averaged
by high uptime and an active well investment decision on the multi-well 24 kboepd net to Harbour. Production was impacted
intervention and drilling programme. subsea tie-back project targeted for by an extended shutdown maintenance campaign.
A second rig arrived at J-Area in July 2022. In December we completed However, with strong operating efficiency later in the
which enabled development, infill, the Dunnottar exploration well; while year, rates returned to just under 30 kboepd in the
near-field exploration and appraisal the joint venture partners are still fourth quarter. The LAD development well, targeting
drilling activity. This included Jade assessing the results, it does not the East Everest Extension area, was drilled during
South, a near-field exploration well appear to have found commercial the second half of the year. First gas is targeted for
which achieved first gas in early 2022. levels of hydrocarbons. the first half of 2022, helping to mitigate natural
decline from the AELE hub.
Tolmount
Area
20kboepd Catcher
Area
18kboepd
Expected plateau rates 2021 production
At the Tolmount gas field, issues were At the end of 2021, we downgraded The Catcher Area averaged 24 kboepd net to
identified in certain offshore electrical our estimates of the Tolmount field Harbour for nine months from 31 March, contributing
systems during final commissioning and reserves, reflecting the outcome 18 kboepd to the Group’s production for the full year.
testing of the platform which resulted of the four well drilling campaign. Production was supported by the water and gas
in first gas being delayed beyond July In particular, the third well encountered injection programme which has resulted in higher
2021. The inspection of all of the a shallower than expected water oil volumes and lower water cuts than anticipated.
electrical systems and the repairs contact. Tolmount is expected to A three well programme is planned for 2022 to bring
required for first gas were completed produce c. 20 kboepd once at plateau on-stream the Catcher North and Laverda satellite
post period end in early 2022, as were rates with all four wells on-stream. tie-backs as well as additional production from the
the Safety Instrument Functionality Burgman field. A 4D seismic survey across the area
and Cause and Effect testing. Tolmount East, which will comprise was completed in April which will enable us to
a single subsea well tied back to the optimise reservoir management and identify future
Start-up operations commenced post Tolmount platform, was sanctioned in infill targets beyond the 2022 programme.
period end in March with the handover July 2021, and once on-stream will
from the engineering and construction supplement production from the main
contractor to ODE, the duty holder, Tolmount field. Drilling is scheduled to
initiated, ahead of back-gassing the commence in the second half of 2022
pipeline and first production. with first gas targeted for 2023.
Other activity
Harbour drilled two exploration wells Harbour’s Southern North Sea In the Central North Sea, Harbour
in Norway in 2021, targeting the Jerv decommissioning programme has plugged and abandoned the final well
and Ilder prospects on licence PL 973. continued to deliver a strong safety, on the MacCulloch field, marking the
The wells were unsuccessful and have operational and cost performance, successful completion of the 13 well
been plugged and abandoned. Post leveraging our significant in-house abandonment programme. Elsewhere
year-end, in the first quarter of 2022, expertise. The well plug and in the Central North Sea, the Balmoral
we were awarded five licences in the abandonment programme continued floating production vessel was
APA 2021 licensing round. during the year and the removal demobilised and moved off station.
of five platforms in the LOGGS
complex was successfully completed.
Production from the West of Shetland hub The Beryl Area produced 12 kboepd net to Harbour is leading an industry study to
comprising our interests in Clair, Schiehallion Harbour for 2021. Production was impacted determine the technical and commercial
and Solan averaged 13 kboepd. Production by low operating efficiency due to an extended viability for electrification of offshore
from the very long life Clair field continues planned maintenance campaign and gas platforms, including replacing diesel
to be supported by an ongoing drilling compression issues. Drilling operations and powered generators with electricity
programme at Clair Ridge, with five wells the subsea tie-in on the Storr-2 development transmitted from shore or possibly from
drilled during the course of the year. well was achieved in late December. An active offshore wind turbines. Doing so would
Preparations also continued to return rig programme is planned for Beryl in 2022, have a material impact on our GHG
to drilling at Clair Phase 1 at the end with return to the Mobile Offshore Drilling Unit emissions from offshore oil and gas
of 2022. In addition, the partners (MODU) infill drilling programme and the production. The analysis is expected
continue to optimise the Clair Phase 3 restart of platform drilling in the second half to conclude during 2022.
development, including Clair South. of the year. The operator continues to target
mid-2020s for start-up from the Tertiary fields.
Natuna
Sea Block A
8kboepd Chim Sáo 4kboepd
2021 production 2021 production
Operated Preparations are also underway for the Harbour also took the decision in 2021 to
The Natuna Sea Block A fields in Indonesia drilling of the Timpan-1 exploration well on exit its exploration licence interests in the
averaged 10 kboepd for the nine months the Group’s operated Andaman II licence Ceara Basin in Brazil and the Burgos Basin
from 31 March 2021, contributing 8 kboepd off northern Sumatra, Indonesia. Together in Mexico. This is in line with the Group’s
to the Group’s 2021 full year production. with our partners, BP and Mubadala exploration strategy which is focused
This reflected very high uptime and strong Petroleum, we have contracted the West primarily on infrastructure led, lower risk
Singapore natural gas demand with offtake Capella drillship with the well expected opportunities in areas with an existing
under our gas sales agreements above to spud in the second quarter of 2022. Harbour producing presence.
take-or-pay levels. In the fourth quarter,
a jack-up rig campaign comprising a workover Harbour’s Chim Sáo field in Vietnam Non-operated
and an infill well was completed, helping to produced 5 kboepd during the nine months Harbour has a 12.39 per cent unitised
increase delivery from the field. Further rig from 31 March, contributing 4 kboepd to interest in the Zama field offshore Mexico.
activity is planned for 2022, including an infill Harbour’s 2021 production. An approved During 2021, Harbour worked with partners
well at Pelikan to help support production. two well infill programme to help offset and Pemex to define the basis of a unit
Pricing of Indonesia gas remained strong natural decline from the field is on schedule development plan (UDP) which is envisaged
during the year, averaging $12/mmscf. to commence mid-2022. to comprise two offshore platforms with
oil and gas export to the nearby Dos Bocas
Elsewhere in Indonesia, we successfully In the Falkland Islands, Harbour undertook a terminal. The UDP is intended to minimise
appraised the Tuna discoveries. This involved thorough review of the Sea Lion project, in offshore installations and also lowers GHG
two appraisal wells and an extensive data which the Group has a 60 per cent operated intensity by powering the offshore platforms
acquisition programme, including three drill interest. Development of the project was not largely from shore. Front End Engineering and
string flow tests with rates achieved ahead of deemed a strategic fit for Harbour and the Design (FEED) on the proposed development
expectations. Technical and commercial work Group decided to exit the Falkland Islands. scheme is expected to be initiated during
on the project has been initiated, with the In December, Harbour agreed to assign all of 2022 ahead of a final investment decision
development concept comprising dry gas its interests in the Falkland Islands to Navitas possibly in 2023.
sales to Vietnam and liquids offloaded to Petroleum. The transaction is expected to
market via an FPSO scheme. Post year-end, complete in the first half of 2022 subject to Elsewhere in Mexico, the Block 30 (Harbour
we secured Indonesian Government approval the Falkland Islands Government approval. 30 per cent) joint venture partnership plans
for a one year extension to the exploration to drill two commitment wells on the licence
period of the Tuna PSC to allow the targeting the Wahoo and Pike prospects
submission of a Plan of Development to in 2022.
the Indonesian Government in 2023.
Our purpose
To play a significant role in meeting the
world’s energy needs through the safe,
efficient and responsible production of
hydrocarbons while creating value for
our stakeholders.
Our aim
To deliver value in a responsible manner
for all stakeholders in accordance with
key global standards, underpinned by
strong corporate governance.
1.27
or safety standards. in support of major accident prevention
¼ Maintain a trained and prepared incident response capability
across our global organisation
READ MORE Total Recordable Injury Rate
P30 (TRIR) per million hours
READ MORE
P32
¼ Incentives in executive remuneration for emissions reduction
¼ Investment in carbon offsets 17kgCO2e/boe
GHG intensity (including offsets)
Safety
Ensuring our people are kept safe and well, and raising
awareness of potential dangers related to our operations
and locations are of paramount importance to us.
Our approach
At Harbour, safety is our top priority, and
we aim to operate responsibly and securely
across all our activities.
2021 performance
We launched several programmes to improve
safety practices and promote greater safety
awareness across our organisation. We
held our first Global HSES Day, we adopted
a common set of Life-Saving Rules across
the organisation and implemented a
comprehensive HSES audit programme.
We began standardising process safety Total Recordable Injury Rate (TRIR) 1 Process safety 1,2
procedures and practices, using best Per million hours worked Tier 1 and 2
practices from across the Group. This work
supports our aim of achieving process safety
excellence across all of our operations. 1.27 2 events (Tier 2)
2
FIND OUT MORE ONLINE KEY PERFORMANCE INDICATORS 1 Reported on a gross, operated basis.
On the IOGP website at: P14 2 Reported as per the IOGP’s Process Safety
– Recommended Practice on Key Performance
www.iogp.org/oil-and-gas-safety/ Indicators, report 456, 2018.
process-safety/fundamentals
Environment
Committed to addressing the environmental impact Task Force on Climate-related
Financial Disclosures (TCFD)
of our operations and playing a role in the transition In compliance with Listing Rule 9.8.6(8),
to a lower carbon economy. our climate-related financial disclosures,
which are partially consistent with the TCFD
Recommendations and Recommended
Disclosures published in June 2017, are
Scope 1 & 2 emissions MtCO2e
17kgCO2e/boe summarised herein. Where our disclosures are
not consistent with TCFD Recommendations
and Recommended Disclosures, the reasons
GHG intensity (including offsets)
for this and steps we are taking are set out
Zero
in our ESG Report.
Governance a) Describe the Board’s oversight of Annual Report ¼ A new Board of Directors along with four sub-committees
Disclose the organisation’s climate-related risks and opportunities Governance: P56 were established in 2021, and have endorsed our Net Zero
Audit and Risk Committee 2035 goal
governance around
b) Describe management’s role in assessing report: P66
climate-related risks ¼ The Board, and its HSES and Audit and Risk sub-committees,
HSES Committee report: P72
and opportunities and managing climate-related risks and regularly review and evaluate risks, opportunities and impacts
opportunities ESG Report related to climate change and our path to Net Zero 2035
Governance: P33 ¼ Management executes our strategy, monitors our
Environment: P17 climate-related performance, and reports to the Board on our
progress against targets
Strategy a) Describe the climate-related risks and Annual Report ¼ We face a broad range of climate-related risks. These include
Disclose the actual and opportunities the organisation has identified How we create value: P12 transitional risks such as shifts in demand for fossil fuels,
Risk management: P44 reputational, legal and technological risks, as well as physical
potential impacts of over the short, medium and long term
climate-related risks and risks such as extreme weather events and long-term sea-level
ESG Report
opportunities on the b) D escribe the impact of climate-related risks Environment: P17 rises. These are all monitored and evaluated when developing
organisation’s businesses, and opportunities on the organisation’s and reviewing our overall strategic direction and targets
strategy and financial businesses, strategy, and financial planning ¼ The energy transition also presents opportunities to Harbour
Energy. We are actively investing in both hydrogen and
planning where such
c) Describe the resilience of the organisation’s Carbon Capture and Storage (CCS)
information is material
strategy, taking into consideration different ¼ We use different financial scenarios that embed various
climate-related scenarios, including a 2°C aspects, including carbon costs and commodity prices,
or lower scenario into our strategic planning. We are developing models to
integrate climate scenarios into our existing scenario analysis
Risk management a) Describe the organisation’s processes for Annual Report ¼ A ll areas of the business are subject to regular risk
Disclose how the identifying and assessing climate-related risks Risk management: P44 identification, assessment and review. These reviews
Principal risks: P48 include both transitional and physical climate-related risks
organisation identifies,
assesses, and manages b) Describe the organisation’s processes ¼ In 2021 we introduced a new principal risk relating
ESG Report
climate-related risks for managing climate-related risks Environment: P17 to climate change, energy transition and Net Zero
¼ Climate-related risks are considered and managed within
c) Describe how processes for identifying, Harbour’s risk management framework
assessing, and managing climate-related
risks are integrated into the organisation’s
overall risk management
Metrics and targets a) Disclose the metrics used by the ESG Report ¼ W e use and disclose a wide range of climate-related metrics
Disclose the metrics and organisation to assess climate-related Environment: P17 in order to manage the business and our risks
Data sheet ¼ We have provided details of Scope 1 and 2 emissions for our
targets used to assess risks and opportunities in line with its
and manage relevant strategy and risk management process own operations, and for the equity share of our investments
climate-related risks and ¼ We have started to gather emissions data from our upstream
opportunities where such b) Disclose Scope 1, Scope 2, and, if supply chain to help us understand, quantify and, in future,
information is material appropriate, Scope 3 greenhouse gas disclose a broader range of Scope 3 emissions
(GHG) emissions, and the related risks ¼ Harbour sets annual emission reduction targets that support
our goals of zero routine flaring by 2030 and Net Zero by 2035
c) Describe the targets used by the organisation ¼ Disclosure of our climate-related targets, that enable us to
to manage climate-related risks and track progress toward our zero routine flaring and Net Zero
opportunities and performance against targets goals, is under consideration
PRINCIPAL RISKS
P48
Our approach The primary sources of our emissions are was 17.8 parts per million by weight. We
We are continually taking steps and making associated with the combustion of fuels. recorded 28 hydrocarbon spills during the
investments to reduce our emissions and The majority (94 per cent) of our emissions year, releasing a total of 0.9 tonnes to the
environmental impacts, and are committed are from CO2, with smaller amounts environment. We also recorded 19 chemical
to playing a role in the responsible transition associated with CH4 and N2O. spills, releasing a total of 27 tonnes, 80 per
to a lower carbon economy. cent of which was attributable to a single
Our emissions in 2021 were 6 per cent event involving the unplanned release of
Regarding GHG emissions, we are targeting lower than our target. The improvement was 20.7 tonnes of water-based cooling medium.
Net Zero by 2035. As an independent a result of plant efficiency gains and also Waste volumes – mainly resulting from our
oil and gas company, we focus on Scope 1 lower production related to the delayed drilling, production and decommissioning
and 2 emissions across our portfolio, start-up of the Tolmount project in the UK. activities – fell during the year to 25k tonnes.
including those from both our operated and
non-operated assets. Our approach towards We identify emissions reduction opportunities Looking forward
this goal is, first and foremost, to reduce through our Environmental Hopper process Harbour aims to grow and diversify its
our own emissions through operational and screen them based on emissions impact, business by investing in our existing assets
efficiencies and modifications. We also feasibility and cost. In 2021 we implemented and through further M&A. As a result, we
explore opportunities for step-changes in projects that result in annual emissions expect our absolute emissions over the
our emissions profile through projects like reductions of 56k tonnes CO2e. near to mid term will likely grow along with
offshore electrification and CCS, we embed the business. However, we aim for our
a cost of carbon in all decision-making, During the year we continued to assess emissions intensity to improve and to reach
we increasingly offset our hard-to-abate the viability of offshore electrification of Net Zero by 2035, through a combination
emissions, and we aim to measure and our Central North Sea assets in the UK. of activities including:
report in line with best practice. While capital-intensive and commercially
challenging, implementation would have a ¼ Increasing plant efficiency and further
We set annual targets for GHG emissions material impact on our emissions and could reductions in flaring and venting
– which are included in incentive pay be viable with government support. We are ¼ Implementing sanctioned and new
outcomes – and related to the acquisition assessing the project against a wide range emissions reduction projects
of offsets. We also have an incentive in of future costs for CO2, as we do in all
¼ Including the cost of carbon in all
our main debt facility, providing us with an investment decision-making. We aim to
investments and screening M&A
opportunity for lower financing costs should conclude the analysis during 2022.
candidates for GHG intensity
certain emissions reduction targets be
met in the future. In addition, we are a We also progressed our efforts to mature ¼ Continuing to progress our CCS projects
signatory of the World Bank Zero Routine two CCS projects in the UK: V Net Zero and to determine their technical and
Flaring (2030) protocol. Acorn. Both projects have the potential to commercial viability
capture and store material amounts of CO2, ¼ The acquisition of high quality carbon offsets
In other areas of environmental performance with our operated V Net Zero project utilising
such as water usage, spill prevention and existing Harbour pipeline infrastructure and We will also continue to monitor progress
waste, we have policies and procedures targeting storage in offshore fields for which against all environmental aspects at both
in place to ensure we design, operate and we secured the required licences during our Leadership Team and the Board’s
maintain our facilities in line with best practice 2021. The two projects are aligned with the HSES Committee.
in order to minimise our environmental UK Government’s Net Zero ambition and are
footprint. We ensure a strong spill response active in the process to potentially secure With respect to priorities to further develop
capability and a systematic approach government financial support. our TCFD practices, during 2022 we will
to emergency preparedness and crisis advance our efforts in the following areas:
management. We measure and track our We recently secured our first carbon offsets,
performance using a broad set of metrics. totalling 1.2 million tonnes, certified to ¼ The collection, measurement,
international standards. The offsets are understanding and reporting of our
Our progress is monitored regularly by our mostly associated with forestry conservation value chain (Scope 3) emissions
Leadership Team as well as the Board’s and landfill gas capture. Of the offsets ¼ Incorporating climate-related scenarios
HSES Committee. acquired, 0.4 million tonnes have been alongside our financial scenarios in our
applied against our 2021 emissions, strategic planning
2021 performance offsetting more than 25 per cent of our
¼ Disclosure of forward-looking targets
In 2021, our total Scope 1 and 2 GHG annual emissions and reducing our GHG
of key climate-related metrics
emissions from our operated assets increased intensity from 23 kgCO2e/boe to 17 kgCO2e/
to 1.6 million tonnes of CO2e as a result of the boe. We plan to use the remaining offsets
Merger and the higher level of drilling across in future years.
the portfolio following lower activity during 2020
as a result of the pandemic. Our operations in In other areas of environmental performance,
the UK were responsible for over 60 per cent we discharged 2.1 million tonnes of treated FIND OUT MORE ONLINE
of the emissions with the remainder coming produced water from our own operations. In our ESG Report at:
from Norway and our International assets. The average amount of oil in produced water harbourenergy.com/sustainability
Social
Proud of our role in generating shared value
and our governance structure.
$3.67bn
Building, shaping and developing our Community, value generation and distribution
culture, our people and new organisational In 2021 we distributed $2.09 billion in
Economic value generated structure are key to our success. Following the form of operating costs, payments to
by Harbour Energy1 completion of the Merger, we are focusing suppliers and contractors, royalties, wages,
on creating an equal, inclusive, diverse tax payments and community investments.
and collaborative environment. Engaging,
$2.09bn
developing, retaining and rewarding our Diversity, equity and inclusion
employees is a priority for us, and our At Harbour, we work hard to create a
Economic value distributed commitment to building a diverse and culture where everyone can thrive and
by Harbour Energy inclusive environment is foundational succeed. Our commitment to building
to our core values. a diverse, equitable and inclusive
environment is foundational to our values
and is underpinned by our People and
35%
Of our Leadership Team and
their direct reports are women
44k
Staff training and
development hours
Gender balance All employees Vietnam: Sports, Social and Charity Committee
Our team in Vietnam co-ordinates and Some of the projects we supported
oversees a range of diverse activities in in 2021 include:
the local community. Their aims are to:
¼ Heartbeat Vietnam, which has given
¼ Provide
engagement, support and 7,804 children to date a second chance
activities related to our ESG goals at life
¼P
romote physical and mental ¼C
hristine Noble Children’s Foundation’s
health for staff (sports activities/ educational and healthcare centre for
challenges, #workfromhome disadvantaged and disabled children
platform etc) ¼C
hevening Vietnam’s career mentoring
Male 76% Female 24%
¼W
ork hard, play harder – organise programme for university students
events which help to strengthen ¼G
AIA Nature Conservation, empowering
FIND OUT MORE ONLINE
team spirit and pioneering the implementation
In our ESG Report at:
harbourenergy.com/sustainability of solutions to conserve nature and
protect the environment
Governance
Our Board is collectively responsible for the governance
of Harbour Energy on behalf of shareholders.
Conservative financial
risk management policy
1 2 3
Safeguard Ensure a robust Shareholder
balance and diverse returns
sheet portfolio
$678m 0.9x
Free cash flow generation Leverage ratio at year-end
$200m $500m
Annual dividend announced Debut bond issuance completed
We have executed
a transformational
transaction and
generated material
free cash flow while
retaining a robust
balance sheet, a
diversified capital
structure and
significant liquidity.
ALEXANDER KRANE
Chief Financial Officer
Commitment to
shareholder returns
We believe an initial distribution should be We will review our dividend policy annually,
We aim to deliver both growth affordable from free cash flow, sustainable in the context of our capital allocation
and yield to our shareholders. through the cycle and, at the same time, priorities, and as we execute our strategy.
We believe a commitment to meaningful and clearly defined. As a result, we may revise the dividend
shareholder distributions is an level and/or supplement it through a
For Harbour, we believe that an initial set special dividend or share buybacks.
important part of our equity amount of $200 million per annum meets
story and will help to broaden these targets and strikes a good balance.
our investor base.
Proposed dividend timetable
For 2021, a final dividend First interim dividend of Going forward, payments
of $100 million to be paid $100 million to be paid in will be made on the basis of
in May 2022 post AGM and November 2022 following half interim and half final
shareholder approval Half Year Results; the final
dividend will be paid in 2023
Premier legally acquired Chrysaor Summary of financial results Premier business, with production split
through the issuance of shares. Year ended Year ended between 55 per cent liquids (2020: 48 per
The transaction completed on 31 December 31 December
2021 2020
cent) and 45 per cent gas (2020: 52 per cent).
31 March 2021, whereupon Premier Production – kboepd 175 173 Harbour reported total revenue and other
changed its name from Premier Revenue and other
income of $3,618 million (2020: $2,438
Oil plc to Harbour Energy plc. income – $ million 3,618 2,438
million). Revenue was higher than the prior
Operating costs per boe
– $/boe 15.2 11.2 period primarily as a result of higher realised
For accounting purposes, the gas prices on a post-hedge basis and an
transaction constituted a reverse EBITDAX – $ million1 2,431 1,784
increase in production volumes for both
Pre-tax profit/(loss)
acquisition of Premier by Chrysaor – $ million 315 (978) liquids and gas, with a greater proportion
in accordance with IFRS 3 Business Profit/(loss) after tax of liquids in 2021, in part due to the Merger.
Combinations. As a result, Premier – $ million 101 (778) Realised post-hedge crude prices were
is fully consolidated in the financial Earnings/(loss) per share broadly unchanged.
– $/share 0.1 (1.1)
statements with effect from 31 March
Capital expenditure Production costs for the period were $15.2/
2021, and all results prior to this date – $ million 709 556
boe (2020: $11.2/boe). The increase
represent those of Chrysaor only. Decommissioning spend
was primarily driven by additional planned
For further detail, see note 14 to – $ million 226 142
maintenance during extended summer
Operating cash flow
the financial statements. – $ million 1,614 1,373 shutdowns deferred from 2020 as a result
Free cash flow1 of COVID-19. Unit production costs were
$879m
– $ million 678 562 also impacted by unplanned outages, well
Net debt1 $ million availability and natural decline, however, this
(net of unamortised fees) 2,147 1,414
Increase in after tax profitability was broadly offset by production from new
Post-hedging realised prices: wells. Additionally, production costs were
Crude oil – $/boe 59 63 also impacted by the strengthening of Pound
$1,614 m
UK natural gas – p/therm 54 33
Sterling against the US Dollar during the period.
Singapore HSFO – $/mscf 11.7 N/A EBITDAX amounted to $2,431 million (2020:
Material operating cash flow
1 See the Glossary on page 176 for the definition of $1,784 million). The increase from 2020 was
non-GAAP measures. Reconciliations between GAAP
and non-GAAP measures are provided within this due to higher revenue partially offset by higher
Financial review. operating costs from the enlarged group.
Harbour reported average production for 2021 Pre-tax profit was $315 million (2020:
of 175 kboepd (2020: 173 kboepd), which loss $978 million). Post-tax profits were
includes nine months’ contribution from the $101 million (2020: loss $778 million).
Harbour Energy plc
40 Annual Report & Accounts 2021
Strategic report Governance Financial statements Additional information
Earnings per share were $0.1 per share hedging gains). Some of our hydrocarbon also impacted by the strengthening of Pound
compared to a loss of $1.1 per share for production is sold pursuant to fixed-price Sterling against the US Dollar during the period.
2020. The increase in profit and earnings per contracts, as described on page 43 under
share are driven by higher revenue and lower ‘Derivative financial instruments’. The rest The increase in the weighted average DD&A
impairments offset by higher cost of sales is sold at market values, subject to standard rate from 2020 is due to higher DD&A charges
and exploration and evaluation expenses. quality and basis adjustments. on right-of-use leased assets acquired as part
of the Merger.
Capital and decommissioning expenditure in Crude oil sales amounted to $2,023 million
the period amounted to $935 million (2020: (2020: $1,430 million), with a post-hedge EBITDAX
$698 million). Capital expenditure of $709 realised price of $59/boe (2020: $63/boe). EBITDAX amounted to $2,431 million (2020:
million (2020: $556 million) mainly consisted Gas revenue was $1,264 million (2020: $805 $1,784 million) due to higher revenues
of spending on operated assets in the J-Area million) split between UK natural gas of $1,143 partially offset by higher operating costs as
(Jasmine West Limb development, Talbot million (2020: $805 million) and International a result of the higher commodity prices and
appraisal, the Jade South and Dunnottar of $121 million (2020: $nil). The post-hedge higher production.
exploration wells), Tolmount development realised price of UK natural gas was 54p/
drilling and Everest LAD development well. therm (2020: 33p/therm) and Singapore HSFO Year ended Year ended
31 December 31 December
Non-operated capital expenditure included $11.7/mscf (2020: $nil). Condensate sales, 2021 2020
drilling programmes at Beryl, Elgin Franklin tariff income and other revenue amounted $ million $ million
and Clair Ridge. Decommissioning spend of to $192 million (2020: $179 million). Operating profit/(loss) 640 (687)
$226 million (2020: $142 million) related Exploration and
primarily to the Southern North Sea, Balmoral Other income amounted to $139 million (2020: evaluation and
and the non-operated asset Hewett. $24 million) and includes mark-to-market gains new ventures 50 13
on UK emissions derivatives of $51 million and Exploration costs
written-off 255 161
Free cash flow for the period amounted a receipt of $40 million from ConocoPhillips in
Depreciation, depletion
to $678 million (2020: $562 million). relation to an adjustment to consideration for and amortisation 1,371 1,222
Chrysaor’s purchase of the ConocoPhillips UK Impairment of property,
As at 31 December 2021, net debt of business in 2019. plant and equipment 117 644
$2,147 million (2020: $1,414 million) Impairment of goodwill – 411
consisted of RBL senior debt, and a High Year ended Year ended Provision for
Yield Bond, less deferred amortised fees 31 December 31 December
2021 2020
onerous contract (2) 19
and cash balances. The junior debt facility $ million $ million
Remeasurements – 1
of $400 million was repaid during the year. Operating costs
EBITDAX 2,431 1,784
The increase since the 2020 year-end is
Field operating costs1 1,003 731
mainly due to the drawdown on the RBL Exploration and evaluation expenditure
facility prior to completion of the Merger Tariff income (27) (24)
and new ventures
to fund the replacement of Premier’s debt. Total 976 707 During the period the Group expensed
Field operating costs per $255 million (2020: $161 million) for
Liquidity, being the amount undrawn barrel ($ per barrel) 15.2 11.2
exploration and appraisal activities. This
under the RBL facility plus cash balances,
includes costs associated with the exit from
was $1.6 billion at the end of the year. Depreciation, depletion and amortisation exploration acreage in Brazil and the Sea Lion
(DD&A) (before impairment)
project in the Falkland Islands of $134 million
Income statement Depreciation of oil and
gas assets (cost of (2020: $nil). This also includes costs
Year ended Year ended
31 December 31 December operations only) 1,327 1,191 associated with relinquishments of UK licences
2021 2020 Depreciation of non-oil and uncommercial drilling results on the UK
$ million $ million
and gas assets 42 29 Dunnottar well and Norwegian PL973 Jerv and
Revenue and other
Amortisation of Ilder prospects of $121 million (2020: $161
income 3,618 2,438
intangible assets 2 2
million). In addition exploration and evaluation
– Crude 2,023 1,430
Total 1,371 1,222 expenditure and new ventures amount to $50
– Gas 1,264 805 DD&A before impairment million (2020: $13 million), mainly related to
charges
– NGL 164 138 pre-development costs associated with UK
$ per barrel 21.4 19.3
– T ariff income and Carbon Capture and Storage projects and
1 Includes mark to market gains on EUA emissions hedges
other revenue 28 41
of $51 million included in Other revenue, excludes corporate expenditure in Norway related to
– Other income 139 24 non-cash depreciation on non-oil and gas assets. regional seismic and time-writing costs.
Pre-tax profit/(loss) 315 (978)
Production costs Impairment and DD&A charges
EBITDAX 2,431 1,784 Impairment charges for property, plant
Production costs for the period were $15.2/
Profit/(loss) after tax 101 (778) boe (2020: $11.2/boe). The increase and equipment pre-tax were $117 million
Earnings/(loss) per share was primarily driven by additional planned (2020: $644 million) driven primarily by
– $/share 0.1 (1.1) maintenance during extended summer the cessation of production from the Millom
shutdowns deferred from 2020 as a result field in the East Irish Sea assets, and from
Revenue
of COVID-19. Unit production costs were a single producing field in the UK North
Revenue earned from hydrocarbon production
also impacted by unplanned outages, well Sea as a result of underlying reservoir
and tariff income amounted to $3,618 million
availability and natural decline, however, this performance. There was no impairment of
(2020: $2,438 million) after realised hedging
was broadly offset by production from new goodwill (2020: $411 million). Depreciation
losses of $1,517 million (2020: $789 million
wells. Additionally, production costs were
Harbour Energy plc
Annual Report & Accounts 2021 41
Financial review continued
unit expense was $21/boe (2020: $19/ Statement of financial position During the period, the Group incurred
boe) with the increase due to higher Year ended Year ended capital investment of $709 million (2020:
DD&A charges on right-of-use leased 31 December 31 December
2021 2020
$556 million). Capital expenditure mainly
assets acquired as part of the Merger. $ million $ million consisted of spending on operated assets in
Total non-current assets, the J-Area (Jasmine West Limb development,
Net financing costs excluding deferred taxes 10,273 8,193 Talbot appraisal and Jade South and
Financing expenses totalled $375 million Deferred taxes (note 8) 1,938 – Dunnottar exploration wells), Tolmount
(2020: $302 million), including $113 million development drilling and Everest LAD
Total current assets 2,294 1,290
of interest expenses incurred on debt facilities development well. Non-operated capital
and legacy Chrysaor shareholder loan notes Total assets 14,505 9,483
expenditure included drilling programmes
(2020: $124 million). Also included are bank Total equity (474) (1,068) at Beryl, Elgin Franklin and Clair Ridge.
and facility fees of $63 million (2020: $36 Total borrowings net of
million), foreign exchange losses of $65 million transaction fees (note 21) (2,886) (2,182) Liabilities
Total abandonment
(2020: $40 million), lease interest of $22 At 31 December 2021, total liabilities
provisions (note 20) (5,354) (4,197)
million (2020: $7 million) and the unwinding amounted to $14,031 million (2020:
of the discount on provisions, primarily Deferred taxes (note 8) (187) (1,031) $8,415 million) including decommissioning
associated with future decommissioning Lease creditor (654) (141) provisions of $5,354 million (2020: $4,197
obligations, of $78 million (2020: $88 million). Other liabilities (4,950) (864) million) and borrowings of $2,886 million
(2020: $2,182 million).
Total liabilities (14,031) (8,415)
Finance income amounted to $49 million
(2020: $11 million), including gains on Net debt (note 27) (2,147) (1,414) The increase in total liabilities is mainly due
derivatives of $15 million (2020: $nil), gains to the inclusion of Premier’s liabilities of
Assets
of $10 million on foreign exchange forward $5,263 million on completion of the Merger,
At 31 December 2021, total assets
contracts (2020: $4 million) and a one-off drawdown on the RBL facility in order to fund
amounted to $14,505 million (2020: $9,483
modification gain recognised on the the replacement of Premier’s debt prior to
million), of which current assets were $2,294
amendment of the RBL facility of $14 million. completion of the Merger and increased
million (2020: $1,290 million) and deferred
hedging liabilities as a result of increased
Taxation tax assets $1,938 million (2020: $nil).
commodity prices. The total liabilities included
The tax expense for the year amounted to from the Merger consisted mainly of
The increase in total assets is mainly due
$213 million (2020: credit $199 million), split additional debt of $2,219 million which was
to the inclusion of Premier assets on
between a current tax expense of $192 million fully settled as part of completion, provisions
completion of the Merger which added total
(2020: $336 million), and a deferred tax for decommissioning of $1,683 million and
assets of $5,204 million including property,
expense of $21 million (2020: credit $535 right-of-use asset lease liabilities of $638
plant and equipment of $2,386 million,
million) and representing an effective rate of million. Further information is included in note
exploration and evaluation assets of $597
68 per cent (2020: 20 per cent). The increase 14 to the consolidated financial statements.
million and deferred tax assets recognised
in the effective tax rate is predominantly driven
of $1,549 million. The Merger also added
by higher non-deductible expenses in respect As at 31 December 2021, net debt of
goodwill of $339 million. Further information
of the Group’s exit from the Falklands $2,147 million (2020: $1,414 million)
related to the Merger is included in note 14
and Brazil which are non-recurring plus consisted of RBL senior debt and an
to the consolidated financial statements.
unrecognised tax losses in relation to unsecured bond, less deferred unamortised
corporate acquisition debt expenses. fees and cash balances. The increase
Capital investment is defined as additions
since year-end 2020 is mainly due to the
to property, plant and equipment, fixtures
Earnings and earnings per share drawdown on the RBL facility prior to
and fittings and intangible exploration and
Profit after tax was $101 million (2020: completion of the Merger to fund the
evaluation assets, excluding changes to
loss $778 million). The improved result for replacement of Premier’s debt. Debt is
decommissioning assets.
2021 is primarily due to higher revenue stated net of the unamortised portion
and other income in 2021, and lower of the issue costs and bank fees of
Year ended Year ended
impairment charges on oil and gas assets 31 December 31 December $136 million (2020: $73 million).
and goodwill. Earnings per share was 2021 2020
$ million $ million
$0.1/share (2020: loss, $1.1/share). Equity and reserves
Additions to oil and gas
assets (note 12) (464) (415) Total equity amounted to $474 million
Dividends Additions to fixtures and (2020: $1,068 million) with changes
The Board is proposing a dividend of 11 fittings, office equipment in 2021 reflecting the accounting for
cents per Ordinary Share to be paid in GBP & IT software (notes 11 the Merger as a reverse acquisition in
at the spot rate prevailing on the record and 12) (35) (51)
accordance with IFRS 3, Business
Additions to exploration
date. This dividend is subject to shareholder Combinations with the capital structure
and evaluation assets
approval at the AGM, to be held on 11 May (note 11) (210) (90) (share capital and share premium) being a
2022. If approved, the dividend will be paid continuation of the legal acquirer (Premier
Total capital investment (709) (556)
on 18 May 2022 to shareholders on the Oil plc), whilst the remaining reserves reflect
Movements in
register as of 8 April 2022. A dividend working capital 42 (58) the accounting acquirer (Chrysaor Holdings
re-investment plan (DRIP) is available to Capitalised lease Limited). The reduction in equity reflects the
shareholders who would prefer to invest payments 23 16 negative fair value on the Group’s commodity
their dividend in the shares of the Company. Cash capital expenditure hedging programme at 31 December 2021
The last date to elect for the DRIP in respect per the cash flow which is mainly accounted for through other
statement (644) (598)
of this dividend is 26 April 2022. comprehensive income, within equity.
Harbour Energy plc
42 Annual Report & Accounts 2021
Strategic report Governance Financial statements Additional information
Cash flow1 Hedge position 2022 2023 2024 2025 management’s best estimate of future
Year ended Year ended Oil commodity prices (based on recent forward
31 December 31 December
2021 2020 Volume hedged curves, adjusted for the Group’s hedging
$ million $ million (mmboe) 18.80 7.30 – – programme) and the Group’s borrowing
Cash flow from operating Average price hedged facilities. During the year, the Group
activities after tax 1,614 1,373 ($/bbl) 61.15 61.05 – – extended the maturity of its RBL facility
Cash flow from investing from December 2025 to November 2027.
activities – capital
UK Gas
investment (644) (598)
Cash flow from investing
Volume hedged The Group’s base case going concern
(mmboe) 25.37 23.00 8.33 1.55 assessment assumes: an oil price of $75/
activities – acquired on
business combination 97 – Average priced bbl and $70/bbl and average NBP gas price
hedged (p/therm) 50.75 40.86 43.05 44.55
Cash flow from investing of 150p/therm and 100p/therm in 2022
activities – other (24) (5) and 2023, respectively; production in line
At 31 December 2021, our financial
Operating cash flow after
hedging programme on commodity derivative with approved asset plans and the ongoing
investing activities 1,043 770
Cash flow from financing instruments showed a pre-tax negative fair value capital requirements of the Group will be
activities – net interest of $3,868 million (2020: positive fair value of financed by existing RBL and High Yield
and lease payments (365) (208) $142 million) included in other financial assets Bond financing arrangements.
Free cash flow 678 562 and liabilities, with no ineffectiveness charge
Cash and cash to the income statement. In line with the principal risks, sensitivity
equivalents 699 445 analyses have been prepared to reflect the
1 Table excludes financing activities related to debt Post balance sheet events combined impact of reductions in crude
principal movements. As announced on 2 February 2022, Phil Kirk and UK natural gas prices of 20 per cent
stepped down from his role as Executive and in the Group’s production of 10 per
Net cash from operating activities after tax Director with effect from 28 February 2022. cent throughout the going concern period,
amounted to $1,614 million (2020: $1,373 which is the period up to June 2023.
million) after accounting for tax payments of The Group has assessed and will continue In these combined downside scenarios
$280 million (2020: $190 million) and working to assess the implications of the events in applied to the base case forecast, the
capital movements of $607 million (2020: Ukraine. Currently there is considered to be Group is forecasted to have sufficient
$46 million). Cash flow used in investing no material impact to the Group’s financial financial headroom and no covenant breach
activities on capital expenditure was $644 performance or position. throughout the going concern period.
million (2020: $598 million). Cash outflow
from financing activities (excluding movements The Company confirmed that the Directors Further, reverse stress tests have been
in debt principal) – interest and lease intend to submit a proposal to shareholders prepared reflecting further reductions in
payments was $365 million (2020: $208 at the Company’s forthcoming Annual commodity price and production parameters,
million). Cash balances were $699 million General Meeting for a general authority prior to any mitigation strategies, to
(2020: $445 million) at the end of the period. to purchase the Company’s own Ordinary determine at what levels each would need
Shares. The Directors believe that the Board to reach such that either lending covenants
Principal risks should be afforded the flexibility to be able are breached or financial liquidity headroom
There are no significant changes to to buy back the Company’s shares when it runs out. The results of this reverse stress
the headline principal risks from those is in the best interests of shareholders to do test demonstrated the likelihood of the
disclosed in the 2021 Interim results. so and will result in an increase in earnings fall in price and production parameters
A full description of Harbour’s principal per share. The resolution will specify the required to cause a risk of funds shortfall
risks can be found on pages 48 to 55. maximum number of shares that can be or covenant breaches is remote.
acquired (approximately 15 per cent of the
Derivative financial instruments issued Ordinary Share capital) and the Taking the above into account the Board
We carry out hedging activity to manage minimum and maximum prices at which they was satisfied that for the going concern
commodity price risk, to ensure we comply may be bought. Any shares purchased under period, the Group was able to maintain
with the requirements of the RBL facility the authority granted by the resolution will adequate liquidity and no covenant
and to ensure there is sufficient funding either be cancelled or may be held as breaches occurred and therefore has
for future investments. treasury shares. In accordance with the adopted a going concern basis for
Listing Rules, a further announcement preparing the financial statements.
We have entered into a series of fixed-price would be made by the Company in the
sales agreements and a financial hedging event that the Directors intend to commence Further associated details can be found
programme for both oil and gas, consisting a programme to repurchase shares. within the Viability Statement.
of swap and option instruments. Our future
production volumes are hedged under the Going concern
physical and financial arrangements in The Group monitors its capital position
place at 31 December 2021. These are and its liquidity risk regularly throughout the ALEXANDER KRANE
set out in the following table. Hedges year to ensure it has access to sufficient Chief Financial Officer
realised to date are in respect of both funds to meet forecast cash requirements.
crude oil and natural gas. Cash forecasts are regularly produced based
on, inter alia, the Group’s latest life of field
production and expenditure forecasts,
Risk governance
The Board is responsible for determining
the nature and extent of the principal risks
the Company is willing to take to achieve its
long-term strategic objectives. The Board has
delegated monitoring of the management of
The Company has a certain principal risks to Board Committees.
Individual business managers own and Risk management process According to the nature of the risk, the
manage risk on a day to day basis, undertaking The Company faces various risks that Company may elect to accept or tolerate risk,
business activities in compliance with the could result in events or circumstances treat risk with mitigating actions, transfer risk
governing company standards and procedures that might negatively impact the Company’s to third parties, or terminate risk by ceasing
which are developed and owned by business model, future performance, certain activities. In particular, the Company
business functions. liquidity and reputation. Not all of these has a zero tolerance stance to fraud, bribery,
risks are wholly within the Company’s corruption and facilitation of tax evasion, and
Internal Audit and Risk Management control and the Company may be affected ensures that health, safety, environmental
undertakes a risk-based audit programme by risks which have not yet manifested and security risks are managed to levels that
on behalf of the Board to assure the or are not reasonably foreseeable. are as low as reasonably practicable.
effectiveness of risk mitigation activities.
The Group Risk Manager is responsible For known risks facing the business, the This risk management process is illustrated
for developing and maintaining the risk Company attempts to reduce the likelihood in the panel below.
management framework. and mitigate the impact of the risk to within
the level of risk appetite set by the Board.
Top-down
Oversight and monitoring by the Board
Bottom-up
Ongoing identification, assessment and mitigation of risk across the business
Viability Statement
In accordance with the provisions of Review of financial forecasts Review of principal risks
the UK Corporate Governance Code, The Projections are based on: The Group’s principal risks, as set out
the Board has assessed the prospects in detail on pages 48 to 55, have been
and the viability of the Group over Base case considered over the period.
a longer period than the 12 months ¼ Production and expenditure forecasts
required by the ‘going concern’ on an asset by asset basis, together Under the Projections, the Group is
provision. This assessment included with a variety of portfolio management expected to have sufficient liquidity over
considering the principal risks faced opportunities which management could the Forecast Period and to be able to
by the Group, relevant financial undertake if required; operate within the requirements of the
forecasts and sensitivities, and the ¼ assumed crude oil prices of $75/bbl in financial covenants.
availability of adequate funding. 2022, $70/bbl in 2023, and $65/bbl
(in real terms) thereafter and UK NBP gas The Group has run downside scenarios,
Assessment period prices of 150p/therm in 2022, 100p/ where oil and gas prices are reduced
The Board conducted this review for a therm in 2023 and 60p/therm (in real by 20 per cent throughout the Forecast
period of three years to 31 March 2025 terms) thereafter, adjusted for the Group’s Period, and where total production
(the Forecast Period), which was hedging programme; and volumes are forecast to reduce by 10 per
selected for the following reasons: cent. In the individual and combined
¼ the financial covenant tests associated
downside scenarios, the Group is forecast
with the Group’s borrowing facilities.
¼ at least annually, the Board to have sufficient liquidity and covenant
Sensitivities have been run to reflect
considers the Group’s corporate compliance headroom.
different scenarios including, but
operating cycles, business plan
not limited to, changes in oil and gas
projections (the Projections) The potential impact of each of the Group’s
production rates and possible reductions
and debt facility structures over other principal risks on the viability of the
in commodity prices.
a three-year period; Group during the Forecast Period, should
¼ within the three-year period, liquid that risk arise in its unmitigated form, has
Sensitivity analyses
commodity price forecasts are able been assessed. The Board has considered
¼ In line with the principal risks, sensitivity
to be used in the forecast. Given the the risk mitigation strategy as set out for
analyses have been prepared to reflect
lack of forward liquidity in oil and gas each of those risks and believes the
the combined impact of reductions in
markets after this initial three-year mitigation strategies are sufficient to reduce
crude and UK natural gas prices of 20
period, we are reliant on our own the likelihood and impact of each risk such
per cent and in the Group’s production
internal estimates of oil and gas that it would be unlikely to jeopardise the
of 10 per cent throughout the Viability
prices without reference to liquid Group’s viability during the Forecast Period.
Statement period. In these combined
forward curves; and downside scenarios applied to the base
Conclusion
¼ the Group is not currently committed case forecast, the Group is forecasted
The Directors’ assessment has been
to any major capital expenditures to have sufficient financial headroom
made with reference to the Group’s
beyond the three-year period. throughout the Viability Statement period.
current position and prospects, the
Group’s strategy and availability of
Reverse stress tests
funding, the Board’s risk appetite and
¼ Further, reverse stress tests have been
the Group’s principal risks and how
prepared reflecting further reductions
these are managed, as detailed in the
in commodity price and production
Strategic Report. The Directors have also
parameters, prior to any mitigation
considered the availability of actions
strategies, to determine at what levels
within their control in the event of
each would need to reach such that
plausible negative scenarios occurring.
either lending covenants are breached
Therefore the Directors confirm that they
or financial liquidity headroom runs out.
have a reasonable expectation that the
The results of this reverse stress test
Group will continue to operate and meet
demonstrated the likelihood of the fall in
its liabilities, as they fall due, throughout
price and production parameters required
the Forecast Period.
to cause a risk of covenant breaches
as remote.
Ensure safe, reliable and Maintain a high quality Leverage our full cycle Ensure financial strength
environmentally responsible portfolio of reserves capability to diversify through the commodity
operations and resources and grow further price cycle
Health, safety and environment: risk of a major health, safety, environmental or physical security incident
Risk description How the risk is managed
The Company may face a major accident resulting in personal ¼ Strong safety leadership culture established with an emphasis on process safety
injuries, physical property damage and/or environmental and, in particular, including a strong tone from the top with leadership support to
impact. There is also a risk of a significant personal safety do the right thing
or physical security incident arising from natural disaster, ¼ Newly merged organisation designed and resourced to support health, safety,
pandemic, social unrest or other external cause. environmental and physical security performance. Safety critical roles defined
In addition to the potential to cause personal injury or harm to by management and protected from re-organisational risk in order to maintain
the environment, the production and financial performance of a focus on safety
the business may be significantly degraded. The business may ¼ Safety and environmental performance metrics agreed with Board and feature
be subject to punitive fines and suffer damage to its reputation. prominently in business performance tracking and incentive compensation
A serious incident could also undermine the Company’s ability ¼ Company Major Accident Prevention Policy (CMAPP) and HSES Policy in place that
to execute its strategy. direct all Company activities, including contract work, supported by a defined
management system and an HSES strategy and plan with relevant training; Safety
Cases in place for all assets
¼ Active risk assessment process and management of change in place for
operated assets
¼ Experienced Board HSES Committee established to provide oversight and
challenge; direct engagement by Non-Executive Directors with operations managers
¼ HSES auditing and reporting in place with a focus on Major Accident Hazards
(MAH) and with regular reporting to the Board HSES Committee
¼ Performance monitoring in place including prompt and thorough investigation of
incidents, sharing of learnings across the organisation and adoption of learning
from third party incidents
¼ Crisis management and emergency response processes practised regularly
¼ COVID-19 pandemic response embedded including application of government advice
¼ Senior management commitment to HSES values demonstrated through visits
to operated facilities (subject to COVID-19 pandemic restrictions), participation in
global and regional safety events, an annual Global HSES Day to promote a safety
focus and emphasise its importance and an annual CEO Safety Award programme
to recognise outstanding performance
Energy transition and Net Zero: failure to adapt the strategy and business model in the context of the
energy transition as oil and gas demand as well as investor, societal and regulatory expectations evolve
Risk description How the risk is managed
The Company recognises the transition towards a lower ¼ Clear ESG strategy in place and owned by CEO and Board with a goal to achieve
carbon economy will require many businesses to review Net Zero by 2035
and reshape their business model. ¼ Corporate strategy and business model reviewed with Board at least annually to ensure
The pace of the energy transition will impact both supply and it remains appropriate in light of energy transition scenarios and associated risks
demand of oil and gas and this may increase the volatility of ¼ Net Zero strategy and execution progress reviewed regularly with the Board and
future oil and gas prices. The demand for oil and gas may reduce the Board’s HSES Committee including related to emissions reduction, acquisition
over time depending on the pace of deployment of alternative of offsets, and involvement in CCS projects
energy technologies and shifts in consumer preference ¼ Emissions reduction targets agreed with Board and feature prominently in incentive
for lower greenhouse gas emissions products. On the compensation and incorporated into the main Reserve Based Lending debt facility
supply side, the oil and gas sector may be subject to new
¼ Environmental considerations embedded in decision-making and plans to ensure
climate-change regulations or supply chain challenges that
delivery against Net Zero goal, including emissions reduction activities
increase costs and impact how we operate. For example higher
emitting assets may need to be decommissioned sooner than ¼ Environmental considerations, including cost of carbon, incorporated into investment
currently expected. Reduced investment in the oil and gas sector decision-making processes, including for potential acquisitions
may reduce supply more quickly than demand, resulting in ¼ Impact of energy transition considered in the key judgements and estimates within the
periods of higher commodity prices. In the longer term, changes financial statements and subject to ongoing monitoring
in weather patterns and ocean currents and more frequent ¼ Processes established for meeting ESG reporting and other regulatory
extreme weather events may disrupt projects and operations. reporting requirements, including independent verification
Investor, societal and regulatory expectations regarding the
energy transition may evolve. The Company may lose some Link to strategic pillars
sources of funding if it is unable to meet the expectations of
investors, creditors and lending banks regarding their energy
transition requirements. The Company may be subject to
negative NGO or shareholder activism which could affect its
reputation and societal ‘licence to operate’. The Company may
also face more demanding regulatory requirements. In the event
the Company is unable to operate an appropriate business
model and meet investor and societal expectations through the
energy transition, including successfully progressing towards
meeting its Net Zero 2035 goal, the strategy will be undermined,
and the long-term viability of the business may be in doubt.
Organisation and talent: failure to create and maintain a cohesive organisation with sufficient
capability and capacity following major acquisitions
Risk description How the risk is managed
Following the completion of a material acquisition, the Company ¼ New organisation and compensation programme implemented with aligned terms
may fail to embed a cohesive organisation in the form of and conditions, a competitive reward package and designed to ensure sufficient
a consistent culture, aligned values and clear roles and capability and capacity to deliver the defined strategy
responsibilities. The Company may also fail to maintain sufficient ¼ Regular communication between employees and senior leadership to help build
capability and capacity across all levels of the organisation. understanding and engagement and supported by staff surveys to encourage feedback
A failure to embed a cohesive new organisation may result in ¼ Direct access by the Non-Executive Directors to senior management through
a lack of engagement, inertia or conflict among employees. presentations to the Board and other meetings
This may be heightened by the demands, uncertainty ¼ Local and Global Staff Forums maintained including employee interactions with
and change imposed on the new organisation by the work senior management and the Board
required to integrate the legacy businesses. Key employees ¼ Staff counselling and grievance arrangements in place
may leave, important capabilities may be lost, and the ¼ Experienced Head of Diversity, Equity and Inclusion appointed to drive an
Company may be unable to attract suitable new talent, inclusive environment
making it difficult to maintain sufficient capability and ¼ Experienced Integration Management Office established to oversee integration
capacity across all levels. The Company may lack sufficient efforts related to organisation, as well as systems, policies and processes
leadership bench strength to manage the business and ¼ Further activities planned for 2022 include:
execute the strategy. Ultimately, a failure to manage this
– Rollout of a culture and values programme with clear linkage to strategic objectives
risk may heighten safety risk, constrain performance and
– Implementation of a global staff performance management process aligned
impede strategic execution.
to culture and values and with clear links to reward
– Design and rollout of a new talent development programme
– Implementation of common systems and processes across the Company
to enable a common ‘way of working’ and improve efficiency
– Consolidation of offices in the UK to enable co-locating of work teams
Link to strategic pillars
Capital programme and delivery: failure to define and deliver a capital programme that optimises value
Risk description How the risk is managed
The Company undertakes capital projects and drilling ¼ New organisation designed and resourced to manage the capital programme
operations to explore for new resources, develop new with experienced decommissioning team in place to execute the Company’s
discoveries, and increase production from or extend decommissioning programme
the life of existing producing assets. ¼ Capital deployment and growth metrics agreed with Board and feature prominently
Capital projects involve advanced engineering, extensive in business performance tracking and incentive compensation
procurement activities and complex construction work, ¼ Processes in place to support the maturation of resources into developed reserves
carried out under various contract packages at various and ensure efficient deployment of capital
locations. The Company may face delays, supply chain ¼ Rigorous technical and economic evaluation process in place with defined stage-gate
issues, cost overruns or unsatisfactory HSES performance reviews and decisions
in executing capital projects. The Company may also
¼ Independent assurance team established to assure governance of capital investment
experience disruptive fiscal, regulatory, political, economic,
activities, including decommissioning
social, security and weather conditions, including continued
travel restrictions and quarantines due to the COVID-19 ¼ Investment guidelines agreed with Board that standardise planning assumptions and
pandemic. In addition, geology and reservoir engineering investment hurdles to ensure consistent evaluation of capital investment opportunities
and well performance are inherently uncertain and so the ¼ Drilling and capital costs benchmarked to understand relative performance with
quality and volume of oil and gas produced from new systematic lookbacks undertaken to assess and improve performance
developments, and consequently the reserves added and ¼ Regular business performance reviews and reporting to monitor delivery
value created from the capital deployed, may differ from that
expected. The Company may fail to add oil and gas reserves ¼ Annual lookback of capital programme undertaken to assess performance versus
in a timely, profitable and safe manner leading to a decline budget and versus estimates of costs and volumes at the time of project approval;
in reserves, production and revenue. learnings identified and shared
¼ Independent review of the Company’s reserves and resources undertaken
The Company is obliged to decommission assets at the
end of their useful life. The Company may fail to reliably
Link to strategic pillars
estimate the cost of future decommissioning spend
and may face incremental costs in connection with
decommissioning obligations.
Access to capital: failure to ensure sufficient access to capital to implement the Company’s strategy1
Risk description How the risk is managed
The Company seeks to ensure financial strength through the ¼ Robust financial framework and prudent capital allocation policy agreed with the
commodity price cycle. In the event the Company is unable Board and rigorously implemented
to maintain sufficient access to capital, the Company may ¼ Diversified capital structure in place with low financing cost, including Reserve
be unable to sufficiently re-invest in its existing assets or Based Lending (RBL) facility and an unsecured bond issue during 2021. Annual
fund growth through capital investments and M&A as RBL redetermination programme undertaken to ensure available liquidity is known
targeted in the strategy. The Company may be unable to for the forthcoming period
service security or letter of credit obligations, including
¼ Ongoing engagement with lead-syndicate banks in the RBL facility maintained to
those related to decommissioning obligations. Ultimately,
ensure relationship remains strong
a failure to ensure sufficient access to capital would
directly undermine the implementation of the strategy. ¼ Disciplined hedging programmes in place to help manage exposure to commodity prices
(see also ‘Commodity price exposure’ risk below), interest rates and foreign exchange
¼ Corporate model in place to facilitate oversight of the Company’s financial position
across a range of commodity price scenarios
¼ Annual capital budgets set taking into account near term commodity prices and cash
flow expectations with spending levels stress-tested against adverse scenarios
¼ Insurance programmes in place to minimise the risk to the business
(see also ‘Third party reliance’ risk opposite)
Commodity price exposure: failure to manage the impact of commodity price fluctuations on the business
Risk description How the risk is managed
Oil and gas prices have fluctuated significantly in recent ¼ Disciplined commodity price hedging programme in place aligned to risk appetite and
years, most recently due to the impact of the COVID-19 designed to underpin the financial framework, limit downside risk, comply with Reserve
pandemic on demand, general economic uncertainty and Based Lending requirements and protect the value of acquired assets
the consequences of recent Russian action in Ukraine. ¼ Carbon hedging is conducted to actively manage the Group exposure to carbon
The price of oil and gas is impacted by changes in global pricing in the UK market, whilst ensuring regulatory requirements are met
and regional supply and demand, and expectations
¼ Strong control framework in place that covers full hedging life cycle and includes
regarding future supply and demand. Supply factors that
monitoring activities to ensure the hedging programme is applied consistent with
influence pricing include the pace of new oil and gas
risk appetite
developments, operational issues, natural disasters,
adverse weather events, political and security instability,
conflicts, and actions by major oil-exporting countries. Link to strategic pillars
Demand factors that influence pricing include economic
conditions, climate change regulations and the pace of
transition to a low carbon economy. Consequently, it is
not possible to accurately predict future oil and gas
prices and prices may continue to remain volatile.
In order to safeguard its balance sheet, the Company
has set a strategic intent to protect the business from
excessive volatility, ensure liquidity through the commodity
price cycle as well as to take advantage of market
movements (see risk description under ‘Access to capital’
above). A sustained decline in oil and gas prices could
undermine this strategy by reducing cash flow available
to fund growth and distributions and impairing access
to capital. In addition, excessive volatility in prices could
impede business planning and financial decision-making.
1 Refer also to the Viability Statement for commentary on the prospects and the viability of the Group over the viability period including availability of adequate funding.
Integration of acquired businesses: failure to properly integrate acquired businesses and realise
anticipated synergies in a timely manner
Risk description How the risk is managed
Following the completion of an acquisition, the Company ¼ Senior executive team has a proven track record of integrating large scale M&A
may fail to manage the pace, scope and cost of integrating ¼ Experienced Integration Management Office established with clear governance
the acquired business. Integration synergies may not be model, regular Board updates, and resourced with employees who are familiar with
realised in a timely manner, eroding investor confidence. the acquired businesses and have a proven track record of effective integration
The demands, uncertainty and change imposed on the new
¼ Detailed integration plan developed with business and expert advisers, leveraging
organisation by the integration work required may lead to
experience gained from prior acquisitions
confusion, disengagement or resignations among employees.
The Company may be unable to establish a scalable ¼ Enterprise Management System being implemented to ensure the Company
operating model to support the efficient integration of systems landscape is scalable to a growing business. Multidisciplinary project
further M&A that is targeted in the strategy. team in place with project risks challenged via third party assurance model
¼ Regular internal communications in place to maintain employee awareness and
engagement through to the completion of the integration process
Third party reliance: failure to adequately manage supply chain, joint venture and other partners,
and third party infrastructure owners
Risk description How the risk is managed
The Company is reliant on a range of third parties to achieve ¼ New partners and suppliers carefully assessed through due diligence and approval
its strategic objective to ensure safe, reliable and responsible processes, supported by additional security arrangements as required
operations, and to maintain a high quality portfolio of reserves ¼ Existing partners and suppliers regularly engaged to monitor performance and risk
and resources. These third parties include suppliers of products exposure through proactive oversight and governance, enforcement of commercial
and services, joint venture (JV) partners, outsourced operators agreements and with a culture of collaborative working to create value
who operate some of the Company’s assets on its behalf,
¼ Formal budgeting and tendering processes in place to govern material spend with
downstream infrastructure owners and trading counterparties.
partners and suppliers
The recent industry downturn and the ongoing effects of ¼ Production monetisation routes in place for existing assets governed by contractual
the COVID-19 pandemic have led to financial distress and agreements. Commercial assurance and contract risk forms part of decision gate
consolidation across the sector and disrupted capacity and process for new developments
capability. In addition, some third parties may be impacted
¼ Insurance programmes in place include contingent Business Interruption insurance
by sanctions arising as a result of recent Russian action in
for loss of revenue following loss or damage to third party facilities identified as
Ukraine. Consequently the Company may be unable to readily
production bottlenecks
procure cost-effective products and services to operate existing
assets or undertake new capital projects. Financial distress
among existing suppliers or JV partners may increase the Link to strategic pillars
likelihood of exposure to unsafe practices or non-compliance
on matters such as Anti-Bribery and Corruption or Human
Rights. JV partners may be unwilling or unable to meet funding
commitments or invest new capital. Poor performance or
damaged reputation of an outsourced operator or JV partner
may tarnish the Company’s reputation. In the event of
insolvency in a JV partner, the Company may be required
to cover their long-term asset commitments. In addition,
misalignment in objectives within a JV may lead to sub-optimal
decision-making and the ability of the Company to influence
this may be limited.
The Company is also reliant on third party infrastructure to
transport produced oil and gas to market, a significant portion
of which has been in operation for a number of years. A loss of
availability or access to downstream infrastructure could directly
impact production and revenue. In addition, new developments
are dependent on the Company agreeing acceptable
commercial terms with prospective downstream partners.
Information and cyber security: failure to maintain safe, secure and reliable operations
Risk description How the risk is managed
The Company may fail to implement sufficient information ¼ Experienced and fully resourced information and cyber security organisation
security measures to ensure the confidentiality, integrity, established with clear accountability across all locations
availability and regulatory compliance of Company ¼ Prioritised and budgeted work plan in place to transition legacy IT infrastructure
information. In particular, the risk of a cyber-attack in a controlled manner as part of establishing a new Company IT infrastructure platform
continues to increase due to a rising global threat, recent
¼ Defensive and preventative controls designed and implemented to an industry
Russian action in Ukraine, the visibility of Harbour as a
standard that include independent testing and assurance mechanics to check
newly enlarged entity and the number of personnel
resilience and are subject to an annual Internal Audit. Business-led recovery measures
working remotely. The Company may fail to implement
in place to maintain business continuity and limit any material impact of a cyber
adequate cyber security precautions in order to efficiently
security attack
prevent, identify or respond to such an attack.
¼ Continuous strengthening of controls related to information and cyber security
A failure to manage this risk could result in heightened in line with the evolving threat landscape and regulatory requirements
safety or environmental risk exposure or interruption to
business operations which would undermine delivery of Link to strategic pillars
the strategy. In addition, loss of commercially sensitive
information, regulatory fines and ransom demands
could damage the Company’s reputation.
Legal and regulatory compliance: failure to maintain and demonstrate effective legal and
regulatory compliance
Risk description How the risk is managed
The Company, its employees and contractors are subject ¼ Zero tolerance stance set for fraud, bribery, corruption and facilitation of tax evasion
to various laws and regulations governing conduct. These in any form that could be unlawful or otherwise undermine the legitimate business
laws and regulations cover a range of activities such as environment and damage the reputation of the Company
fraud, bribery, corruption and facilitation of tax evasion. ¼ Business principles, values and Company policies outlining Company expectations
A failure to maintain and demonstrate effective legal and communicated to all employees with relevant training. These include Board approved
regulatory compliance could lead to compliance breaches policies covering Code of Conduct, Sustainability, Modern Slavery and Tax
which could damage the Company’s reputation, erode its ¼ Governance structure established that complies with the UK Listing Rules (including
values-based culture and result in financial consequences. UK Corporate Governance Code), including the appointment of a Senior Independent
This could in turn lead to increased scrutiny from Director and a Relationship Agreement with EIG, the largest shareholder
regulators and undermine the Company’s strategy by ¼ Enforcement of the Company’s Code of Conduct and the adequacy and security of the
impeding its ability to motivate employees, conduct whistleblowing procedure monitored by the Audit and Risk Committee
business with partners and suppliers, and maintain
¼ Compliance monitoring and disciplinary arrangements maintained, including whistleblowing
access to capital.
¼ During 2022, the Company will move to a single, global compliance programme which
will improve efficiency and simplify approach
Host government political and fiscal risks: exposure to adverse or uncertain political, regulatory or
fiscal developments in countries where the Company operates or maintains interests
Risk description How the risk is managed
The Company operates or maintains interests in multiple ¼ Constructive engagement maintained with relevant government and regulatory
countries including some where political, economic or stakeholders in the countries and regions where the Company does business
social transition is taking place or there are sovereignty ¼ Contribution to industry representation maintained on key industry issues
disputes. The political and security situation and the
¼ Portfolio of interests maintained to diversify country risk exposure, including through
regulatory and fiscal framework in any of these countries
an aim to establish a material production base outside the UK
may change and adverse changes could have an impact
on the operations, profitability and future investment ¼ Active monitoring of the local political, fiscal, social and security situations in place
opportunities of the business. in regions where the Company does business or is proposing to enter
The Strategic Report, which has been prepared in accordance with the requirements
of the Companies Act 2006, has been approved and signed on behalf of the Board.
LINDA Z. COOK
Chief Executive Officer
16 March 2022
R. BLAIR THOMAS
Chairman
Board activities
Strategy Governance Performance
We aim to continue building a global, Your Board is committed to the highest 2021 was another year characterised
diverse, independent oil and gas company. standards of corporate governance. by volatile commodity prices in the
We will achieve this by maximising value The processes and procedures which energy sector. Despite some operational
from our existing portfolio, growing through underpin the way we operate are designed challenges, our cash generation has been
selective investments and disciplined to ensure the right decisions are taken strong and the base portfolio provides a
M&A, all whilst maintaining a robust at the right time and by the right people. reliable foundation on which we can grow
balance sheet and operating in a safe We have assembled a world-class Board the business over the longer term.
and responsible manner. with decades of industry, UK and global
business experience as well as robust
independent judgement and challenge.
¼ Strategic scope set for Harbour Energy ¼ New Board appointed and inducted ¼ Production of 175 kboepd
¼ Capital allocation priorities agreed following the Merger ¼ Free cash flow of $678 million
¼ 2035 Net Zero strategy approved ¼ Board Committees formed with ¼ Unit operating cost of $15.2/boe
experienced membership
¼ Leverage of 0.9x at year-end
¼ Group procedures, policies and internal
¼ Introduction of $200 million annual
control frameworks endorsed
dividend policy
¼ Principal risks identified and approved
Dear shareholder,
I am delighted to be writing to you on
behalf of the Board in this, Harbour Our focus during 2022 will be on delivering
Energy’s inaugural Annual Report. safely and responsibly against our operating
Harbour is a unique investment opportunity
targets, executing our capital allocation
within the energy sector. With a diverse, programme and growing the business via
cash generative producing portfolio coupled
with a number of exciting development
selective investments.
opportunities and the financial strength for
further M&A, your Board is excited about
the future of our Company.
First and foremost however, our focus – who provide robust and independent Your Board is confident that the framework
as Directors is on ensuring that Harbour challenge within the boardroom. All of the we have in place represents the right balance
operates responsibly in a way that never Non-Executive Directors meet regularly of prudent capital allocation for growth and
compromises our high standards in relation without management present. In addition, sustainable returns to shareholders and we
to HSES. In this regard, I would like to the independent Non-Executive Directors are pleased to confirm our objective to return
thank all of our employees, partners and hold meetings regularly, chaired by Simon. $200 million to shareholders during 2022.
contractors for their continued efforts I would like to thank all of the Directors As a Board, we will not compromise the
in promoting a positive safety culture, for their services during this busy year, Company’s balance sheet position and
particularly during the global pandemic. including Phil Kirk, who stepped down as we believe the established framework we
an Executive Director on 28 February 2022. have in place for the coming years will
Turning to our environmental responsibility, Phil was instrumental in the growth of deliver an attractive return for shareholders
at the point of the Merger in 2021, your Harbour Energy and I wish him all the through the commodity price cycle, whilst
Board approved Harbour’s goal to achieve best going forward. maintaining optionality to execute high
Net Zero emissions by 2035. During 2021, quality growth projects or M&A opportunities
Linda and her Leadership Team provided Board activities in 2021 if they exceed our investment hurdles.
additional detail on the Company’s strategy The Merger of Premier Oil and Chrysaor
to achieving this ambitious goal and we to form Harbour Energy was set against Board priorities for 2022
have been pleased with the reaction of an incredibly challenging macro-economic For the Board and the Leadership Team,
our shareholders and stakeholders to our backdrop, characterised by volatile commodity our focus during 2022 will be on delivering
strategy in this area. It is clear that all prices in our sector. It is testament to all those safely and responsibly against our operating
companies, particularly those within the involved that such a complex transaction targets, executing our capital allocation
energy sector, need to play their part in the was completed during a once-in-a-century programme and growing the business via
energy transition and I am confident that pandemic whilst working remotely. selective investments. The macro-economic
Harbour is well positioned in this regard. environment remains volatile and uncertain
Our efforts in the first half of 2021 were but I am confident that we have the right
Corporate governance focused on bringing the two businesses team and strategy in place to create value
Your Board aspires to the highest standards of together whilst maintaining safe and reliable for all our stakeholders.
corporate governance and has implemented operations and, despite some challenges
a strong framework to support this. You can with production, I am pleased with how Finally, I would like to thank all of our
read more about our work in this area on the this integration process has progressed. employees, shareholders, partners and
following pages. Your Leadership Team is continuing to contractors for their continued support
concentrate its efforts on embedding good of Harbour Energy.
The Company’s relationship with its processes and systems across the Group
major shareholder, EIG – where I am and I am confident that this work will stand
Chief Executive Officer – has been a key the Company in good stead as it continues to
area of focus for the Board in establishing grow, both organically and through M&A. In R. BLAIR THOMAS
our governance framework. To allow the the second half of the year, we turned our Chairman
Company to operate independently and attention to developing and implementing
in accordance with the high standards of our strategic objectives and capital
governance applicable to a UK Premium allocation priorities, both of which were set
Listed Company, we have a Relationship out in detail by Linda and her team during
Agreement in place with EIG, which you the Capital Markets Day in December.
can read more about on page 65. In Our financial position was further bolstered
addition to this, we have assembled by a successful debut $500 million bond
a world-class Board of Non-Executive issuance in October and we are grateful
Directors – including an experienced for the continued support our creditors
Senior Independent Director in Simon Henry have shown for our business plan.
AUDIT AND RISK COMMITTEE REPORT P66 HSES COMMITTEE REPORT P72
NOMINATION COMMITTEE REPORT P70 DIRECTORS’ REMUNERATION REPORT P74
Committee membership
Remuneration Committee (Chair)
Nomination Committee
A. D. F.
The Company is led by a Board of Directors Engagement with all of our stakeholders is a Whilst the Company’s Chairman, R. Blair Thomas,
who hold the Chief Executive Officer and the priority for the Board. By maintaining good was not regarded as independent on appointment,
Leadership Team to a very high standard. dialogue, we ensure that our objectives are he brings significant industry knowledge and
The Board includes two appointees from EIG, understood and that we receive regular experience which the Board believes is of great
the Company’s largest shareholder, but is feedback on our strategy, performance and benefit to the Company. The Chairman is responsible
majority independent. governance which can then be factored into for facilitating open conversations and dialogue at
the Board decision-making process. Board level and, following an externally led review in
Further information 2021, the Board is of the view that the Chairman
Board of Directors: P58 Further information has been very effective in carrying out this role
Engaging with our stakeholders: P16 since the Merger.
B. ESG review: P28
Shortly after completion of the Merger on Further information
31 March 2021, the Board met to define the Board of Directors: P58
Company’s purpose and strategic scope. E.
An in-depth review of the Company’s strategy Following the Merger, the Board, its Committees G.
was presented at the Capital Markets Day in and the Leadership Team have devoted a The Board is made up of a majority of independent
December 2021. A key focus area for the Board significant amount of time to organisational Non-Executive Directors including a very
in 2022 will be on establishing and developing design and establishing ways of working for experienced Senior Independent Director in Simon
a culture that supports these stated objectives. Harbour Energy. During 2022, implementation of Henry. Given EIG’s position as a major shareholder,
these plans will continue along with the planned the Company has entered into a Relationship
Further information rollout of a new Enterprise Management System. Agreement with EIG to ensure the Company is able
How we create value: P12 Employee engagement and feedback has been to operate independently and to meet the highest
Our culture and values: P20 and continues to be a key aspect of developing standards of corporate governance.
the new organisation.
C. Further information
As part of the process of defining the Company’s Further information Board of Directors: P58
strategic support, the Board also approved a Nomination Committee report: P70 Other governance disclosures: P65
ESG review: P28
robust financial framework, underpinned by
Our culture and values: P20
prudent capital allocation. In addition, work H.
undertaken by the Audit and Risk Committee Non-Executive Directors have all committed to
since the Merger – building on systems and devoting sufficient time to the Company to meet their
processes within the two legacy companies duties. The Company also has robust procedures
– means that the Company has an effective in place to ensure that proposed new mandates
and reliable system of internal control in place. for Non-Executives are thoroughly reviewed to
ensure they do not impinge on a Director’s ability
Further information to discharge their obligations to the Company.
Financial review: P38
Risk management: P44 Further information
Audit and Risk Committee report: P66 Board of Directors: P58
Nomination Committee report: P70
I.
The Company Secretary supports the Board
and its Committees to ensure they receive
accurate and timely information to carry out
their function effectively. Where possible, the
Leadership Team and the Company Secretary
deliver papers to Non-Executive Directors one
week in advance of scheduled meetings.
Further information
N/A
Application of the Main Principles Application of the Main Principles Application of the Main Principles
J. M. P.
The Company’s Nomination Committee is The Audit and Risk Committee has met six times On completion of the Merger the Remuneration
responsible for ensuring that plans are in place since completion of the Merger on 31 March Committee approved a new Remuneration
for orderly succession to the Board and senior 2021 and has devoted a significant amount Policy that reflects the size, scale and strategic
management positions with due regard to the of its time to ensuring policies and procedures ambitions of the enlarged organisation.
skills, knowledge, experience and diversity with respect to internal and external audit are This Policy received the support of 97 per cent
required to execute the Company’s strategy. effective. A competitive tender process for the of shareholders who voted at the Company’s
role of external auditor was undertaken in 2021 2021 AGM.
Further information resulting in the appointment of Ernst & Young LLP
Nomination Committee report: P70 as the Company’s auditor. Further information
Directors’ remuneration report: P74
K. Further information
The Board ensures that Committees are comprised Audit and Risk Committee report: P66 Q.
of Non-Executive Directors with a balance of skills, Following the approval of the Company’s new
experience and knowledge appropriate for each N. Remuneration Policy by shareholders at the 2021
Committee. Following changes to the Board on The Board confirms that, in its view, the Annual AGM, the Remuneration Committee oversaw
completion of the Merger, a full review of Committee Report and Financial Statements, taken as a the roll out of a new Reward Strategy for the
composition was undertaken to ensure each whole, is fair, balanced and understandable, Leadership Team and the rest of the organisation.
Committee was appropriately constituted for and provides the information necessary for The Committee believes the Policy and Reward
the new organisation. shareholders to assess the Group’s position Strategy are appropriate to attract, retain and
and performance, business model and strategy. motivate high calibre executives and employees
Further information across the organisation.
Board of Directors: P58 Further information
Audit and Risk Committee report: P66 Further information
Statement of Directors’ responsibilities: P102 Directors’ remuneration report: P74
L. Our culture and values: P20
The Board and its Committees undertook an O.
externally facilitated evaluation in late 2021. Given Building on the good foundations from the two R.
the significant changes to the Board during the legacy companies, the Audit and Risk Committee The Remuneration Committee exercised
year it was noted by the Directors that, whilst it has endorsed the framework of internal control independent judgement and discretion when
was too early to draw conclusions in some areas, and risk management for the new Company, which reviewing and authorising remuneration
the Board is satisfied that both the Committees now includes a dedicated Internal Audit function. outcomes associated with the legacy Premier
and the Board are performing effectively and to The Board and the Audit and Risk Committee Oil organisation and continues to do so when
a high standard. have assessed the Company’s principal risks assessing performance under the new Policy.
and have set the Company’s risk appetite which The Committee receives independent advice
Further information the Directors believe is appropriate for the from Deloitte, who are founding members of
Nomination Committee report: P70 Group’s strategy. the Remuneration Consultants Group (RCG),
and have at all times operated under the
Further information RCG’s voluntary Code of Conduct in dealings
Audit and Risk Committee report: P66 with the Committee.
Principal risks: P48
Further information
Directors’ remuneration report: P74
Board Committees
The Board has established Audit and Risk, Nomination, HSES and Board Committees are authorised to engage the services
Remuneration Committees. Each Committee has formal terms of of external advisers as they deem necessary.
reference approved by the Board, copies of which can be found on
the Company’s website. The Company Secretary provides advice Details of all of the Committees are set out in the relevant
and support to the Board and all Board Committees. sections of this report.
Audit and Risk Committee Nomination Committee HSES Committee Remuneration Committee
Alan Ferguson (Committee Chair) R. Blair Thomas (Committee Chair) Margareth Øvrum (Committee Chair) Anne L. Stevens (Committee Chair)
Anne Marie Cannon Andy Hopwood Simon Henry Anne Marie Cannon
Simon Henry Anne L. Stevens Andy Hopwood Alan Ferguson
Margareth Øvrum G. Steven Farris
Leadership Team
The Leadership Team supports the Chief Executive Officer with the development and implementation of Group strategy, management of the operations
of the Company including succession planning, financial planning, risk management, internal control, HSES and corporate responsibility.
Relationship Agreement
Due to its 36.73 per cent shareholding in
the Group, EIG (through its wholly owned
subsidiary Harbour North Sea Holdings
Limited) is deemed a controlling shareholder
for the purposes of the Listing Rules.
As a result, the Company has entered
into a Relationship Agreement with EIG
(the Relationship Agreement).
In the March 2022 meeting, the Internal Audit The Committee regularly reviews the
Committee completed its annual review of On the completion of the Merger, the independence and objectivity of the auditors
the effectiveness of the Company’s risk Committee endorsed management’s which considers the overall relationship
management and internal control systems recommendation for an Internal Audit between the auditors and the Group. This
so as to be able to approve the statements function, reflecting the increased size, review considers feedback from the Group’s
on the risk management framework in the complexity and risk profile of the enlarged finance function and from the auditors, the
Risk management section of the Strategic business. The function is resourced through nature and extent of non-audit services
Report on page 46. It also completed its an external co-source arrangement and led provided by the auditors, and takes account
annual review of the processes in place to and managed by the VP Internal Audit and of the safeguards established by the
prepare the Annual Report & Accounts in Risk Management. The Committee reviewed auditors against loss of audit independence,
order to support the Statement of Directors’ and endorsed the Internal Audit plan for the including rotation of the audit engagement
responsibilities on page 102. year and supported its budget and resource partner which is required every five years.
requirements. The Internal Audit plan is
Risk management and internal control focused on the most significant risks facing The Committee believes that certain
The Committee is responsible for reviewing the Company and takes account of other limited non-audit work may be carried
the effectiveness of the Company’s risk sources of assurance to avoid duplication. out by the auditors without compromising
management and internal control systems During 2021 the COVID-19 pandemic their independence and objectivity. The
(also known as its risk management restricted physical access and so most allocation of non-audit work is considered
framework). The framework is discussed audits were carried out remotely. The by reference to the Company’s policy on
more fully on pages 44 to 46 of the Risk Committee received reports on Internal the provision of non-audit services by the
management section. Audit findings at each meeting, noting any auditors.1 During 2021, this included services
significant findings and the closeout of relating to reporting accountant services
The framework includes specific internal actions agreed as a result of the audits. in respect of the Company’s Interim review
controls governing the financial reporting The Committee met twice with the VP (£220k), the bond issuance in October
process and preparation of financial Internal Audit and Risk Management without 2021 and the performance of certain
statements. These systems include clear management present, and the Committee agreed-upon-procedures engagements.
policies, standards and procedures for Chair also held private meetings with her in The total non-audit services fee for these
ensuring that the Company’s financial between Committee meetings. activities was £480k. Any non-audit work
reporting processes and the preparation of this nature requires approval by the
of its consolidated accounts comply with Auditors’ independence and objectivity Committee. Prior to the Merger, EY provided
relevant regulatory reporting requirements. The Committee is responsible for making tax services to Chrysaor which were
These policies are applied consistently recommendations to the Board on the ceased ahead of the regulatory deadlines
by the corporate finance reporting teams appointment of the Group’s external on provision of non-audit services. The
and in each business area involved in auditors and to oversee the Board’s Committee approves the fees for the full-year
the preparation of the financial results. relationship with the external auditors. audit and half-yearly review after reviewing the
scope of work to be performed, and reviews
Management representations covering Following a competitive tender process the scope and fees for potential non-audit
compliance with relevant policies and between the two incumbent external audit assignments to the auditors to satisfy itself
the accuracy of financial information are firms prior to the Merger, the Committee that the assignments concerned do not give
collated on a biannual basis. Detailed recommended to the Board the appointment rise to threats to the auditors’ independence
management accounts for each reporting of Ernst & Young LLP (EY) as the Group’s and objectivity. The global audit fee for the
business unit are prepared monthly and external auditors. The Committee agreed to 2021 audit work amounted to £2,018k.
subject to management review. These a more limited tender due to the Merger Further details of the fees paid are set out
reports detail the performance of the and the tight timetable to the 2021 Interim in note 5 to the financial statements on
business and support the preparation and Results. The appointment will be effective page 132.
processes for external financial reporting. for up to five years at which point the
Company will run a full competitive tender
process. Shareholders subsequently
approved the appointment of EY at the 2021
AGM to audit the 2021 financial statements.
Furthermore, the Committee can confirm
that the Company fully complies with the
provisions of the Statutory Audit Services
Order 2014.
1 The Company’s policy is available in the Audit and Risk section in the Governance area of its website: harbourenergy.com/about-us/governance.
The Committee Chair holds private meetings External audit effectiveness and quality As part of this review, the Committee also
with the audit partner throughout the year. The Committee has a responsibility for sought assessments from management,
These meetings provide an opportunity assessing the effectiveness and quality Committee members and senior finance staff.
for open discussion with the auditors. of the audit process.
In addition the Committee meets with the Based on its review of the effectiveness
auditors without management present. The Committee reviewed the auditors’ and quality of the 2021 audit process and
Matters discussed included the auditors’ work plan at the start of the audit cycle, the independence and objectivity of the
assessment of significant financial risks considering in particular the auditors’ auditors, the Committee concluded that the
and the performance of management in assessment of the significant areas of auditors’ effectiveness and independence
addressing these risks, the auditors’ opinion risk in the Group’s financial statements. have not been impaired in any way and that
of management’s role in fulfilling obligations Details of the significant risks and the audit process was operating effectively,
for the maintenance of internal controls, judgement areas can be found on page 67. and it has reported accordingly to the Board.
the transparency and responsiveness of
interactions with management, confirmation For 2021, the significant areas of risk Committee evaluation
that no restrictions have been placed on it by corresponded with the major areas of As part of the externally facilitated Board
management, maintaining the independence judgement and estimates identified by the and Committee evaluation, the Committee
of the audit, and how it has exercised Committee. At the conclusion of the audit, discussed the assessment of its own
professional challenge. the Committee discussed with the auditors performance and agreed actions for the
the findings of the audit, including key coming year. More detail on the evaluation
EY are required to confirm to the Committee accounting and audit judgements and process and outcomes are provided in the
that they have both the appropriate estimates, the level of errors identified Nomination Committee report.
independence and objectivity to allow them to during the audit, the recommendations
continue to serve the Group. The Committee made to management by the auditors and Finally I would like to thank my fellow
also requires the auditors to confirm that management’s response. The Committee Committee members and the management
in providing non-audit services, they comply met privately with the auditors in September team for their efforts and support. This was
with the Ethical Standards for Auditors 2021 and March 2022 at the conclusion a challenging year for a new Committee
issued by the UK Auditing Practices Board. of the 2021 audit. given the need for an audit tender, reverse
This confirmation was received for 2021. takeover accounting and a significant
The Committee also assessed the purchase price allocation process, while
effectiveness and quality of the audit establishing a unified control environment
process, based on its own experience for the new organisation. There is still more
and on feedback from the corporate and to do and areas of focus in 2022 will
business finance teams, and considered include further reviews of the planned
in particular: implementation of a single EMS system and
deep dives into a number of principal risk
¼ the experience and expertise of the areas such as commodity price exposure
audit team; and information and cyber security.
¼ the auditors’ fulfilment of the agreed audit
plan and any variations from the plan; On behalf of the Audit and Risk Committee:
¼ the robustness and perceptiveness of
the auditors in their handling of the key
accounting and audit judgements;
ALAN FERGUSON
¼ the quality of the auditors’ Committee Chair
recommendations for financial reporting
process and control improvements; and
¼ delivery against commitments made in
the tender presentations.
Dear shareholder,
R. BLAIR THOMAS
Committee Chair During 2021, the Nomination
Committee focused its attention on
organisation design and leadership,
workforce engagement, Board and
Committee evaluation and a review
of the Committee’s remit and terms
of reference.
It is intended that in addition to the surveys, The Group Staff Forum met with members of The Committee is fully aware and supportive
externally facilitated interviews will be the Committee and Board in October 2021 of the Parker Review recommendations that
held in autumn 2022. Topics identified for and again in January 2022. A range of topics FTSE 250 boards should include a non-white
further focus in 2022 and beyond included: was selected by Forum members, with board director by 2024. One of Harbour’s
discussion including the process to merge Board members identifies as being from
¼ Diversity the organisations, employee development, multiple ethnic groups. While we have not
¼ Employee engagement and Company culture, communication and set targets in relation to the Parker Review
Company culture hybrid working. A presentation on executive recommendations, and notwithstanding that
compensation and alignment with workforce Harbour meets this recommendation today,
¼ Board interaction with management
remuneration was also given to Forum this recommendation will also be borne in
below the executive level
members with discussion held afterwards. mind in any future recruitment processes.
¼ Operational performance and cyber risk Outcomes and actions suggested by the
¼ Succession planning and talent Global Staff Forum were reviewed by the Further details of the Board’s composition
management Leadership Team, and Nomination are outlined on pages 58 to 61.
Committee, and reported to the Board.
The Committee took into account the Committee remit
findings of the evaluation and concluded Diversity, equity and inclusion During 2021 the Committee reviewed
that each Director continues to contribute The Board recognises that diversity, equity its terms of reference and recommended
effectively. The Committee and the Board are and inclusion are essential both for the Board to the Board that its scope be widened
therefore unanimous in recommending all and throughout Harbour. All appointments to include:
Directors for re-election at the 2022 AGM. are made based on merit, experience and
performance and whilst actively seeking ¼ approval of the process, and oversight of
Organisational design and structure diversity of skills, gender, social and ethnic the results, of the Board Committees and
A significant organisation design review backgrounds, cognitive and personal individual Director performance evaluation;
project was undertaken following the Merger strengths. The Committee’s oversight role and
on 31 March 2021. The Committee oversaw includes ensuring that diversity, equity and ¼ oversight of the Board’s governance
the process and considered the composition inclusion are integrated into our Business arrangements including compliance with
of the top three tiers of the organisation, Management System, HR standards and the UK Corporate Governance Code.
including diversity, and to ensure a balance recruitment processes, and remain front
of staff selected from across legacy of mind as we continue to build Harbour’s The Board adopted the amended terms
organisations as well as new hires. corporate culture. of reference in January 2022.
Workforce engagement The objective of our Board Diversity Policy, Succession planning
In 2021, the Committee agreed with the which the Committee reviews annually, The Committee’s remit includes responsibility
establishment of a workforce advisory is to ensure the optimal composition of for reviewing the needs of the Company,
panel to be used as a basis for engagement the Board for successfully delivering the both at Executive and Non-Executive levels,
in line with the options set out in the UK Company’s strategy. The Committee’s policy with a view to ensuring the continued ability
Corporate Governance Code. Staff in is to embrace diversity in its broadest of the organisation to compete effectively
Harbour’s operating regions and corporate sense, including gender, ethnic and social in the marketplace, including contingency
offices elect representatives to local staff diversity but without setting formal, planning for any sudden or unforeseen
forums. These local forums are facilitated measurable objectives at this time. circumstances. As the new Board continues
by Human Resources but owned by the to establish itself and develop during 2022,
staff representatives themselves, under a The Committee is mindful of the the Committee will turn its attention to
Forum Charter communicated throughout Hampton-Alexander target on gender ensuring that a robust succession plan is in
the Group. The Group Staff Forum, which diversity, that women should constitute place for all Board positions and key roles in
includes the staff members who chair the at least one third of the membership of the wider organisation. This work will include
Aberdeen, Indonesia, London and Vietnam FTSE 350 company boards. Harbour’s a review of the leadership potential of senior
Forums, meets at least annually with the Board met the Hampton-Alexander executives below Board level to ensure that
CEO, Anne Marie Cannon, Andy Hopwood target from completion of the Merger your Company is equipped with the skills,
and other members of the Board. The on 31 March 2021 with 36 per cent knowledge and experience to grow and thrive.
Nomination Committee receives regular of the Board being female from that point,
updates on the actions arising from the including our Chief Executive Officer.
feedback provided and reviews progress As at 16 March 2022, 40 per cent of the
achieved. The CEO has committed to holding Board is female. With regard to senior R. BLAIR THOMAS
more frequent informal sessions with the management gender diversity, women Committee Chair
Group Staff Forum throughout the year. represent 35 per cent of the Leadership
Team and its direct reports. As Harbour
moves forward into 2022, we expect
efforts in the diversity, equity and inclusion
area to increase to ensure our approach
is fit for the Company’s ongoing strategy.
Dear shareholder,
MARGARETH ØVRUM
Committee Chair HSES (Health, Safety, Environment
and Security) is a fundamental part of
our business and as Committee Chair,
I am pleased to be able to report
on the activities of the Board HSES
Committee in 2021.
Dear shareholder,
ANNE L. STEVENS
Committee Chair On behalf of the Board, I am pleased
to present the first Directors’
Remuneration Report for Harbour
Energy, which was formed on 31 March
2021 following the Merger of Premier
Oil and Chrysaor.
has exciting potential for the future, enabled operations, growth, capital deployment occurred, waivers had been agreed with
by our high quality asset base, financial and financial. In terms of performance, creditors in light of the proposed transaction
flexibility and capacity to consider a wide cash flow generation was particularly strong with Chrysaor, and without these waivers
range of growth opportunities. and greenhouse gas emissions from our these covenants would have been expected
operations were better than forecast. to be breached. The Harbour Energy
As part of our transformation, in early 2021 We also made good progress on our capital Remuneration Committee considered the
we appointed three new Executive Directors programme. On the other hand, oil and appropriate treatment for the 2019 RSAs
with extensive skills, expertise and sector gas production was lower than external and concluded the same assessment that
knowledge, able to lead us as we execute guidance and some other targets were was made for the 2018 awards was equally
our future strategy to create a leading, global, not met. Overall, the scorecard outcome applicable, and that in view of the general
independent oil and gas company. Many of was 33 per cent of maximum for Executive performance of Premier Oil prior to the
our sector peers, with whom we compete for Directors. Full details of the measures Merger and the experience of creditors and
talent, are located outside the UK where pay and targets, together with the actual shareholders during the vesting period, it
practices vary. This includes several key performance outcome for each measure, was not appropriate for the 2019 RSAs to
competitors in the US where pay levels in the are provided on page 90. vest. Consequently, all awards lapsed in full.
market are commonly higher. It was important
that our Policy allowed us to offer reward The Committee reviewed the result of the Remuneration for 2022
packages that were competitive in the US formulaic outcome in the context of wider The Committee reviewed salary levels in
and internationally, in order to attract the top Company and individual performance to late 2021 and determined that no change
global talent in our sector. At the same time, determine whether the payout levels were in base salaries for Executive Directors
we were aware of the expectations of UK appropriate. Overall, we were impressed should be made given that salaries had
institutional investors and we worked hard to with the management team’s delivery been set at completion of the Merger
develop an approach which balanced these of critical work streams to support the following a full benchmarking exercise.
different factors. Company’s transition following the Merger, No changes will be made to variable pay
made especially challenging by the global opportunity levels.
Our Policy has enabled us to offer the pandemic. We therefore concluded that the
right reward packages to attract FTSE 100 scorecard outcome was appropriate. In line The annual bonus will continue to be based
calibre executives with extensive global with the new Policy, 50 per cent of the bonus on a balanced scorecard of measures.
sector experience, which is critical to will be deferred into shares for three years. The Committee reviewed the scorecard in
support our further growth over the late 2021 and determined that the broad
three-year life of the Policy. The Policy 2019 LTIP framework continued to be appropriate.
consists of competitive fixed pay, an annual None of our current Executive Directors Some small changes were made to the
bonus assessed against a corporate participated in the 2019 LTIP. However, weightings including an increase to the
scorecard and a Long Term Incentive Plan certain former Premier Oil Executive metric related to greenhouse gas
(LTIP) focused on the delivery of long-term Directors participated in the Premier Oil emissions. The full list of measures and
returns to shareholders. It also contains the Performance Share Awards (PSAs) and weightings is provided on page 99.
best practice features expected by UK Restricted Share Awards (RSAs) granted
shareholders including three-year bonus in 2019, whose performance period The Executive Directors are granted
deferral, a two-year holding period for LTIP ended on 31 December 2021. performance shares which measure the
awards, discretion, malus and clawback Company’s TSR compared to the FTSE 100
provisions, a post-employment shareholding The PSAs were based on three-year total and an oil and gas comparator group. During
requirement in line with current views of shareholder return (TSR) relative to a the year the Committee considered whether
best practice and pensions that are aligned comparator group of international oil and gas it would be appropriate to introduce a third
to the wider workforce. A summary table sector peers. Premier ranked between 15th measure to the LTIP in response to feedback
can be found on page 81. and 16th in the comparator group, therefore from some shareholders. It was determined
the awards lapsed in full. The Committee that, while this may be suitable in future
Prior to the 2021 AGM we consulted with considered the underlying performance years, it was not appropriate for 2022
shareholders holding approximately 80 per of the Company and concluded that the awards while the business continues to
cent of the issued share capital to seek their outcome was appropriate. settle following the Merger. Furthermore,
views on the Policy, and we were pleased the Committee noted that our current use
with the levels of support expressed during The RSAs were subject to continued of relative TSR measures is consistent with
that process. We will continue to engage employment and to the achievement of a the market practice for our sector and had
regularly with our shareholders on the financial underpin based on the reduction not been an area of significant concern for
executive remuneration framework to ensure of the ratio of net debt to EBITDA, as agreed shareholders. The Committee will however
we continue to receive their support. with the Company’s lenders. The same keep the inclusion of a financial or strategic
underpin applied to the 2018 RSAs, and performance measure into the LTIP under
Implementation of the Remuneration at the time of determining vesting for that review for the future. If the Committee
Policy in 2021 award, the Premier Oil Remuneration decided to introduce an additional measure
2021 annual bonus Committee judged that the underpin had not the intention would be to consult with
The 2021 annual bonus was based on a been met. This was in light of the Company’s shareholders in advance. The Committee
scorecard of performance measures with financial position at that time and on the reviewed the TSR comparator groups in
five categories: safety & environment, basis that, while technically no breach had late 2021 and determined that no changes
were required. Consequently, the same During the meeting the Forum members Richard Rose was treated as a good leaver
comparators that were used in the 2021 had the opportunity to engage with for all outstanding share awards. Under the
LTIP will apply to the 2022 awards. Directors on executive remuneration, good leaver provisions of the rules of the
amongst other topics. 2017 LTIP at that time, Deferred Bonus
Wider workforce considerations Awards vested in full on termination. His
Under its terms of reference, the Committee Diversity and equality are embedded into 2018 PSAs and RSAs and 2019 PSAs and
has oversight of the remuneration all our policies and processes, and the RSAs lapsed as performance conditions
arrangements for the wider workforce. Committee ensures that our policies and and financial underpins were not met. His
In addition to the executive remuneration practices across the business are fair and 2016 Deferred Share Award granted under
review, in 2021 the Company refreshed consistent. We conduct analysis across our the 2009 LTIP vested in its entirety at the
its reward strategy for the broader workforce business to ensure both men and women normal vesting date on 1 January 2022.
to align employees to the new Harbour are being paid equally for the same or The remaining tranches of his 2017 RSA
Energy reward framework. Our reward similar work, and our first Gender Pay Gap will vest in their entirety at their normal
strategy enables us to provide attractive, report for Harbour Energy will be published vesting dates and a two-year holding period
competitive fixed and variable pay supported in early 2022. will continue to apply.
by a generous benefits package.
Board changes In conclusion
The reward strategy review was a significant As announced on 2 February 2022, Phil Kirk 2021 was a year of significant change for
project consisting of multiple stages. stepped down from his role as President & the Company and the Board is confident
The Company carried out an extensive job CEO Europe with effect from 28 February that the hard work and commitment of the
mapping exercise to align our employees 2022. After a successful handover process, Executive Directors, management team
to a common grading structure, and this he has been placed on garden leave until and wider workforce have placed Harbour
new structure underpins the whole reward 31 July 2022. Phil Kirk will continue to Energy in a strong position as we continue
framework at Harbour Energy. All the receive salary and contractual benefits to execute our strategy and deliver financial
elements of the package were reviewed up to 31 July 2022. He will receive a lump growth. We believe that our Remuneration
individually in the context of market sum payment of £351,200 in lieu of his Policy supports the achievement of our
positioning, and to ensure they aligned with remaining notice period (six months from objectives and will drive the delivery of
our reward philosophy. We considered which 1 August 2022). Phil will remain eligible to long-term shareholder returns.
elements from the legacy Chrysaor and receive his 2021 annual bonus as outlined
Premier Oil packages should be retained, on page 91 but he will not receive a 2022 The Committee is always pleased to receive
based on how valued they were within the LTIP award. The Remuneration Committee feedback from our shareholders and, in
business, and added some new features to has agreed that he will be treated as a good addition to holding formal consultations,
ensure we are able to especially reward our leaver in respect of his 2021 LTIP award we welcome your feedback throughout
high performers. The review also ensured and 2022 annual bonus. These awards will the year. We hope we can count on your
there was appropriate alignment between be subject to performance conditions and support for this Remuneration Report at
the arrangements for the Executive Directors time pro-rating. the upcoming AGM.
and the rest of the workforce.
Full details of Phil Kirk’s remuneration On behalf of the Committee, I would like
The review was led by Human Resources, arrangements on departure are disclosed to thank all our stakeholders for their
with significant input from the Executive on page 89. continuing support.
Directors, and the Committee provided its
feedback at multiple stages. The Company Former Executive Directors of Premier Oil
carried out an extensive communication Richard Rose served as Interim CEO from
programme to relaunch the reward strategy 1 January 2021 until completion of the Merger, ANNE L. STEVENS
in late 2021 and early 2022 and was stepping down from the Board on 15 April Committee Chair
pleased with the positive response from 2021. Details of his remuneration received
employees. The Committee commended up to that date are included in this report.
the Human Resources team for such a
successful delivery of the project in an Richard Rose’s remuneration arrangements
ambitious timeframe. We will continue to on departure were in line with the approved
consult regularly with employees on reward Premier Oil directors’ remuneration policy.
and other matters and as part of this, in line He received a payment in lieu of his
with the UK Corporate Governance Code, 12-month notice period, a single redundancy
we will seek to understand the views of payment of £237,543 (inclusive of his
employees on executive pay. This was a topic statutory redundancy entitlement) and a
of discussion at a meeting of the Company’s contribution of £5,500 plus VAT towards
Global Staff Forum in January 2022 which legal fees incurred in connection with his
included the CEO, our Senior Independent departure. As disclosed in last year’s report,
Director and a member of the Committee. he also received a retention payment of
£350,000 (gross) less the aggregate value
of all gross monthly salary supplements paid
to him as Interim CEO and Finance Director,
and the gross 2020 annual bonus. He was
not eligible for any bonus in respect of 2021.
Policy Report
This section of the Remuneration Report sets out the current Remuneration Policy (Policy) for Harbour Energy plc (the Company, or
Harbour), which was approved by shareholders on 23 June 2021. The Policy applies to payments made from 23 June 2021 and is next
due for renewal at the 2024 AGM; as such it is reproduced here for information only. Details of how we intend to operate this Policy for
the 2022 financial year are set out as part of the statement from the Remuneration Committee Chair on pages 74 to 76. As announced
on 2 February 2022, Phil Kirk stepped down from his role as Executive Director with effect from 28 February 2022, therefore the Policy
Report has been updated to reflect Phil’s departure.
Premier Oil plc merged with Chrysaor Holdings Limited on 31 March 2021 (the Merger) to form Harbour Energy plc. The Group’s strategy
is to create a leading, global, independent oil and gas company through investment in its high quality, large-scale asset base in the UK
and broad international growth, leading to a more balanced and diversified portfolio and delivering value for shareholders.
At the time of the Merger, the Committee reviewed the existing Directors’ Remuneration Policy to consider its ongoing appropriateness in
the context of the Group’s strategy, purpose and values. In particular, the Policy required the capability to attract FTSE 100 or Fortune 50
calibre global talent who are critical to delivering high performance and growth and returning value to shareholders. Many sector peers,
with whom Harbour competes for talent, are located outside the UK where pay practices vary. The Policy was therefore designed in a way
that ensures pay is competitive for a global oil and gas company with a strong focus on pay for performance, while being structured to
reflect the expectations of UK institutional investors. The Policy framework meets all of the best practice expectations of a UK plc, but pay
levels have been set to recognise the Executive Directors’ deep sector experience and proven track record of delivering large-scale
initiatives at international oil and gas companies and to reflect the global nature of the talent market in our sector.
¼ the Committee considered the Company’s strategy to create a leading, global, independent oil and gas company and the changes
required to the Policy to ensure that we were able to recruit and retain executives of the calibre required to deliver this strategy and
drive high levels of performance;
¼ the Committee sought advice from its independent remuneration consultant in developing the Policy including in relation to current
investor sentiment;
¼ when determining the new Policy the Committee ensured it addressed the factors of Provision 40 of the Code, namely clarity, simplicity,
risk, predictability, proportionality and alignment to culture;
¼ the Committee reviewed the wider workforce remuneration and incentives to ensure the approach to executive remuneration is
appropriate in this context;
¼ the Committee consulted with Executive Directors and other relevant members of senior management on the proposed changes to the
policy; and
¼ the Committee conducted a full consultation exercise with major shareholders (representing over 75 per cent of shares in issue) and
investor bodies on the changes.
The Committee was mindful in its deliberations on the new Remuneration Policy of any potential conflicts of interest and sought to
minimise them through an open and transparent internal consultation process, by seeking independent advice from its external advisers
and by undertaking a full shareholder consultation exercise.
Pension
Purpose and link to strategy ¼ To help provide a competitive pension provision, facilitating the recruitment and retention of high-calibre Executive
Directors to execute the Group’s strategy
Operation ¼ Executive Directors are eligible to participate in the Company’s defined contribution personal pension plan and/or
receive an equivalent cash supplement
¼ The only pensionable element of pay is salary
Opportunity ¼ Executive Directors will receive pension contributions and/or an equivalent cash supplement in line with the
contribution for the majority of the UK workforce. Pensions for existing Executive Directors are currently set at
15 per cent of base salary, the lower end of the current range for the Company’s UK workforce. If the pension
range of the Company’s UK workforce changes then pension provision for Executive Directors would normally
also change in line with the wider workforce
Performance metrics ¼ Not applicable
Benefits
Purpose and link to strategy ¼ To provide a benefits package competitive in the market for talent and to support the wellbeing of employees
Operation ¼ Executive Directors receive a competitive benefits package, which may include medical and dental insurance,
car allowance, life assurance, income protection cover, personal accident insurance, expatriate benefits, relocation
allowance, health checks and a subsidised gym membership
¼ Where an Executive Director has been required to re-locate to perform their role they may be provided with
additional benefits to reflect their circumstances, which may include items such as a housing allowance, flights
home and tax equalisation. Such benefits will be determined taking into account our expatriate policy for other
employees who are moving from their home location to take up their role
¼ Other benefits may be introduced from time to time to ensure the benefits package is appropriately competitive
and reflects the circumstances of the individual Director
Opportunity ¼ Set at a level which the Committee considers appropriate for the role, location and individual circumstances
Performance metrics ¼ Not applicable
Annual bonus
Purpose and link to strategy ¼ To reinforce the delivery of key short-term financial and operational objectives and, through the deferred share
element, help ensure alignment with shareholders and support retention
Operation ¼ Performance is normally measured on an annual basis for each financial year against stretching but achievable
financial and non-financial targets, comprising key performance indicators (KPIs), and other corporate objectives
¼ Performance measures, weightings and targets are set at the beginning of the year and weighted to reflect
business priorities
¼ A proportion, normally at least 50 per cent, of any annual bonus earned is deferred in shares for three years
¼ Deferred Share Awards may be granted in such form as determined by the Committee in accordance with the
LTIP rules including in the form of conditional shares and nil cost options
¼ Dividend equivalents may accrue on Deferred Bonus Awards granted under the LTIP and be paid on those shares
which vest. Dividend equivalent payments made under this Policy will be made in shares
¼ Annual bonus payouts and deferred shares are subject to malus and clawback in the event of material
misstatement of the Company’s financial results, gross misconduct, material error in the calculation of performance
conditions or other conditions, serious reputational damage, corporate failure, or in such other exceptional
circumstances as the Committee sees fit
¼ The Committee may exercise malus and clawback until the later of: (i) two years from the payment of the bonus
or the vesting of the shares, or (ii) the completion of the second audit after payment/vesting
Opportunity ¼ Up to 200 per cent of salary in respect of a financial year
¼ Normally 50 per cent of the maximum pays out for target performance
¼ Normally 0 per cent of the maximum pays out for threshold performance but the Committee may increase this
to up to 25 per cent of maximum if this is considered appropriate
Performance metrics ¼ Performance is normally assessed against a corporate scorecard encompassing several performance categories,
which may include some or all of Safety, Environment, Operations, Growth/Capital Deployment, and Financial.
Other measures may also be incorporated if this is considered appropriate
¼ Normally, the Committee would not expect the weighting for any performance category in the corporate scorecard
to be higher than 50 per cent. However, it retains discretion to adjust weightings to align with the business plan for
each year
¼ The Committee retains the discretion to adjust outcomes in the event that they are not considered reflective of the
underlying business performance and/or wider circumstances over the vesting period
Long-term incentives
The Harbour Energy 2017 Long Term Incentive Plan (LTIP) – Performance Share Awards
Purpose and link to strategy ¼ To support alignment with shareholders by reinforcing the delivery of returns to shareholders, with a focus on
relative stock market out-performance over the long term, and with due regard for the underlying financial and
operational performance of the Company
Operation ¼ The Committee may grant Performance Share Awards annually
¼ Awards may be in the form of nil or nominal priced options or conditional shares
¼ Performance Share Awards normally vest based on performance assessed over a period not shorter than three years
¼ Awards vesting are normally subject to a minimum two-year Holding Period such that the total time horizon is at
least five years (normally on a net of tax basis)
¼ Dividend equivalents may accrue on Performance Share Awards. Dividend equivalent payments made under this
Policy will be made in shares
¼ All Performance Share Awards are subject to malus and clawback in the event of a material misstatement of the
Company’s financial results, gross misconduct, material error in the calculation of performance conditions or other
conditions, serious reputational damage, corporate failure, or in such other exceptional circumstances as the
Committee sees fit
¼ The Committee may exercise malus and clawback until the later of: (i) two years from the vesting date or (ii) the
completion of the second audit after vesting
Opportunity ¼ Performance Share Awards may be granted up to 300 per cent of salary
¼ 25 per cent of the award will normally vest for threshold performance, with full vesting for stretch performance.
Vesting increases on a straight-line basis between threshold and stretch
Performance metrics ¼ The Committee will select performance measures and determine their weighting for each cycle to ensure that they
continue to be linked to the delivery of Company strategy
¼ The Committee retains the discretion to adjust the vesting outcomes in the event that these are not considered
reflective of the underlying business performance and/or wider circumstances over the vesting period
CFO recruitment award This section relates to a one-off award only and does not enable the grant of future awards of this nature
Purpose and link to strategy ¼ To enable the recruitment of a high quality candidate to the role of CFO to support the execution of the Group’s strategy
Operation ¼ The Committee may grant a one-off Conditional Share Award under the LTIP in the form of conditional shares to the
CFO shortly after the approval of the Policy
¼ This award will vest based on continued employment on 1 April 2024
¼ Shares received will be subject to a minimum two-year Holding Period to 1 April 2026 (on a net of tax basis)
¼ Dividend equivalents may accrue on the award. Dividend equivalent payments made under this Policy will be made in shares
¼ The award is subject to malus and clawback as outlined above under the LTIP section
Opportunity ¼ The award will have the value of £1 million at the date of grant
Performance metrics ¼ Subject to continued employment
Share ownership
Purpose and link to strategy ¼ Enhances the Executive Directors’ alignment with shareholders’ long-term interests while in employment and for
a period following departure through the building up of a significant shareholding in the Company
Operation ¼ The Executive Directors are expected to build up, and maintain, ownership of the Company’s shares worth 300 per
cent of salary for the CEO and 250 per cent of salary for the other Executive Directors
¼ Shares owned outright (including by persons closely associated), shares held in the Share Incentive Plan, and any unvested
share awards which are no longer subject to performance (net of taxes) will normally count towards this requirement
¼ The Executive Directors are also expected to retain no less than 50 per cent of the net value of shares vesting under
the Company’s long-term incentive plans until such a time that the share ownership requirement is met
¼ On cessation of employment, Executive Directors are expected to retain their minimum shareholding requirement
immediately prior to departure for two years. Where their shareholding at departure is below the minimum
requirement, the Executive Director’s actual shareholding is expected to be retained for two years
¼ Shares acquired from own resources are excluded from the post-cessation shareholding requirement. The
Committee retains discretion to exclude other shares from the post-cessation shareholding requirement if it
considers it to be appropriate
¼ The Committee intends to operate an appropriate enforcement mechanism of the post-cessation shareholding
requirement. The Committee retains discretion to waive the post-cessation shareholding requirement if it is not
considered to be appropriate in the specific circumstances of an Executive Director’s departure
Opportunity ¼ Not applicable
Performance metrics ¼ Not applicable
Other minor changes have been made to the wording of the Policy to aid operation and to increase clarity.
The Committee retains discretion to amend a performance condition provided that any amended performance condition will be fairer,
a more effective incentive and not materially less demanding than the original target was when set.
Legacy arrangements
The Committee reserves the right to make any remuneration payments and/or payments for loss of office (including exercising any
discretions available to it in connection with such payments) notwithstanding that they are not in line with the Policy set out above,
where the terms of the payment were agreed (i) before 14 May 2014; (ii) before the Policy set out above came into effect, provided that
the terms of the payment were consistent with the shareholder-approved Directors’ Remuneration Policy in force at the time they were
agreed; or (iii) at a time when the relevant individual was not a Director of the Company (or other persons to whom the Policy set out
above applies) and, in the opinion of the Committee, the payment was not in consideration for the individual becoming a Director of the
Company or such other person. For these purposes, ‘payments’ includes the Committee satisfying awards of variable remuneration and,
in relation to an award over shares, the terms of the payment are ‘agreed’ no later than at the time the award is granted. This Policy
applies equally to any individual who is required to be treated as a Director under the applicable regulations.
The Company’s policy for all employees is to provide remuneration packages which reward them fairly and responsibly for their
contributions. In addition to a competitive salary, employees are typically eligible for a performance-related bonus, pension and a number
of benefits, including expatriate benefits where relevant. In the UK, employees are eligible to receive at least the same proportion of
salary in pension contributions as the Executive Directors, in line with UK best practice. The specific bonus framework varies by job level
and scope to ensure annual incentives support motivation and retention accordingly.
The Leadership Team and other senior leaders participate in the same annual bonus plan and Long Term Incentive Plan as for Executive
Directors. Performance is assessed on the same criteria for all, though opportunity levels vary as appropriate. These schemes provide a
clear link between pay and performance, ensuring that superior remuneration is paid only if superior performance is delivered.
We have historically operated SIP and SAYE share schemes, to foster a sense of ownership in the Company and to increase the alignment
of interests across stakeholders. Participation levels among Premier Oil plc employees in these plans have historically been strong,
outperforming market norms.
In line with common market practice, the Committee retains discretion as to the operation and administration of these incentive plans,
including with respect to:
¼ who participates;
¼ the timing of grant and/or payment;
¼ the size of an award and/or payment and any other terms of the award (within the plan and Policy limits approved by shareholders);
¼ form of award (e.g. nil cost option or conditional award);
¼ the manner in which awards are settled;
¼ the choice of (and adjustment of) performance measures and targets in accordance with the Remuneration Policy and the plan rules;
¼ in exceptional circumstances, amendment of any performance conditions applying to an award, provided the new performance
conditions are considered fair and reasonable and are not materially less challenging than the original performance targets when set;
¼ discretion relating to the measurement of performance or other condition in the event of a variation of share capital, change of control,
special dividend, distribution or any other corporate event which may affect the current or future value of an award;
¼ determination of a good leaver (in addition to any specified categories) for incentive-plan purposes, based on the plan rules and the
appropriate treatment under the plan rules;
¼ determination of the operation of the post-vesting holding period; and
¼ adjustments required in certain circumstances (e.g. rights issues, share buybacks, special dividends, other corporate events, etc.).
Any use of the above discretions would, where relevant, be explained in the Annual Report on Remuneration for the relevant year.
As appropriate, it might also be the subject of consultation with the Company’s major shareholders.
Minor changes
The Committee may make minor amendments to the Policy set out above (if required for legal, regulatory, exchange control, tax or
administrative purposes or to take account of a change in legislation) without requiring prior shareholder approval for that amendment.
Note:
1 No prior year benefits data is available. Maximum value of housing benefits as disclosed on page 87 of this report. Other benefits (including tax equalisation for the CEO) are not easily
estimated and have been excluded.
The charts below illustrate the potential reward opportunities for the current Executive Directors for the four performance scenarios.
The CFO’s recruitment award has not been included in these scenario charts on the basis that it does not form part of the ongoing Policy.
Note:
1 The valuation of annual bonus and Performance Share Awards (PSAs) for the on-target and maximum scenarios excludes share price appreciation, any dividend accrual and the impact of
any scale back of awards. PSAs vest after three years subject to TSR performance and continued employment. PSAs are subject to a Holding Period ending on the fifth anniversary of the
date of grant of the awards.
¼ The package should be market competitive to facilitate the recruitment of individuals of sufficient calibre and global experience to lead
the business. At the same time, the Committee would intend to pay no more than it believes is necessary to secure the required talent.
¼ New Executive Directors will normally receive a base salary, benefits and pension contributions in line with the Policy described above
and would also be eligible to join the bonus and long-term incentive plans up to the limits set out in the Policy.
¼ In addition, the Committee has discretion to include any other remuneration component or award which it feels is appropriate taking into
account the specific circumstances of the recruitment, subject to the limit on variable remuneration set out below. The key terms and
rationale for any such component would be disclosed as appropriate in the Remuneration Report for the relevant year.
¼ Where an individual forfeits outstanding variable pay opportunities or contractual rights at a previous employer as a result of
appointment, the Committee may offer compensatory payments or awards, in such form as the Committee considers appropriate, taking
into account all relevant factors including the form of awards, expected value and vesting timeframe of forfeited opportunities.
¼ When determining any such ‘buyout’, the guiding principle would be that awards would generally be on a ‘like‑for‑like’ basis unless this is
considered by the Committee not to be practical or appropriate.
¼ The maximum level of variable remuneration which may be awarded (excluding any ‘buyout’ awards referred to above) in respect of
recruitment is 500 per cent of salary, which is in line with the current maximum limit under the annual bonus and LTIP.
¼ Where an Executive Director is required to relocate from their home location to take up their role, the Committee may provide assistance
with relocation (either via one‑off or ongoing payments or benefits). Should an Executive’s employment be terminated without cause by
the Group, repatriation costs may be met by the Group.
¼ In the event that an internal candidate is promoted to the Board, legacy terms and conditions would normally be honoured, including any
accrued pension entitlements and any outstanding incentive awards. If an Executive Director is appointed following an acquisition of, or
merger with, another company, legacy terms and conditions that are of higher value than provided in the Policy would normally be honoured.
To facilitate any buyout awards outlined above, the Committee may grant awards to a new Executive Director: (i) relying on the exemption
in the Listing Rules which allows for the grant of awards to facilitate, in unusual circumstances, the recruitment of an Executive Director,
without seeking prior shareholder approval; or (ii) under any other appropriate Company incentive plan.
Details of the service contracts of the current Executive Directors are as follows:
Director Contract date Unexpired term of contract
Linda Z. Cook 01.04.2021 Rolling contract
Alexander Krane 01.04.2021 Rolling contract
The Company will consider termination payments in light of the circumstances on a case-by-case basis, taking into account the relevant
contractual terms, the circumstances of the termination and any applicable duty to mitigate. In such an event, the remuneration
commitments in respect of the Executive Director contracts could amount to one year’s remuneration based on salary, benefits in kind
and pension rights during the notice period, together with payment in lieu of any accrued but untaken holiday leave, if applicable.
There are provisions for termination with less than 12 months’ notice by the Company in certain circumstances. If such circumstances
were to arise, the Executive Director concerned would have no claim against the Company for damages or any other remedy in respect of
the termination. The Committee would apply general principles of mitigation to any payment made to a departing Executive Director and
will honour previous commitments as appropriate, considering each case on an individual basis.
The table below summarises how Performance Share Awards under the Harbour Energy 2017 Long Term Incentive Plan and annual bonus awards
are typically treated in different leaver scenarios and on a change of control. Whilst the Committee retains overall discretion on determining
‘good leaver’ status, it typically defines a ‘good leaver’ in circumstances such as retirement with agreement of the Company, ill health,
disability, death, redundancy, or part of the business in which the individual is employed or engaged ceasing to be a member of the Group.
Event Timing of vesting/award Calculation of vesting/payment
Annual bonus/Deferred Bonus Awards
‘Good leaver’ Annual bonus is normally paid at the same time as to continuing Annual bonus is paid only to the extent that any performance
employees but may be paid on departure in compassionate conditions have been satisfied and is pro-rated for the proportion
circumstances of the financial year worked before cessation of employment
Unvested Deferred Bonus Awards vest on the normal vesting date Unvested Deferred Bonus Awards will vest in full
(or, at the Committee’s discretion, on cessation of employment)
The Committee has discretion not to defer part of the bonus earned
in the year of leaving
‘Bad leaver’ Not applicable Individuals lose the right to their annual bonus and unvested
Deferred Bonus Awards
Change of control1 Annual bonus is paid and unvested Deferred Bonus Awards vest Annual bonus is paid only to the extent that any performance
on the date of change of control conditions have been satisfied, and will normally be pro-rated for
the proportion of the financial year worked to the effective date
of change of control unless the Committee determines otherwise
Unvested Deferred Bonus Awards will vest in full
Performance Share Awards
‘Good leaver’ Awards vest on the normal vesting date subject to the Holding Unvested awards normally vest to the extent that any performance
Period (or earlier at the Committee’s discretion) conditions have been satisfied over the full performance period
(or a shorter period at the Committee’s discretion)
The number of unvested awards is normally reduced pro-rata to take
into account the proportion of the vesting period not served
‘Bad leaver’ Unvested awards lapse N/A
Any vested shares subject to the Holding Period are forfeited by
bad leavers who leave due to gross misconduct, but remain and
are released at the end of the Holding Period for other bad leavers
(e.g. following resignation)
Change of control1 Awards vest on the date of the event Unvested awards normally vest to the extent that any performance
conditions have been satisfied and a pro-rata reduction applies
for the proportion of the vesting period not completed unless the
Committee determines otherwise
Note:
1 In certain circumstances, the Committee may determine that unvested Deferred Bonus Awards and Performance Share Awards will not vest on a change of control but will instead be
replaced by an equivalent grant of a new award, as determined by the Committee, in the new company.
The leaver treatment for the CFO’s recruitment award will be in line with the provisions for the Performance Share Awards outlined above.
Upon exit or change of control, SAYE and SIP awards will be treated in line with the plan rules.
If employment is terminated by the Company, the departing Executive Director may have a legal entitlement (under statute or otherwise)
to additional amounts, which would need to be met. In addition, the Committee retains discretion to settle other amounts reasonably
due to the Executive Director, for example to meet the legal fees incurred by the Executive Director in connection with the termination
of employment, outplacement support, where the Company wishes to enter into a settlement agreement (as provided for below) and,
in which case, the individual is required to seek independent legal advice.
In certain circumstances, the Committee may approve new contractual arrangements with departing Executive Directors including
(but not limited to) settlement, confidentiality, restrictive covenants and/or consultancy arrangements. These will be used sparingly
and only entered into where the Committee believes that it is in the best interests of the Company and its shareholders to do so.
External appointments
Executive Directors are entitled to accept non-executive director appointments outside the Company and retain any fees received
providing that the Board’s prior approval is obtained.
The Company’s Articles of Association provide that the remuneration paid to Non-Executive Directors is to be determined by the Board
within limits set by the shareholders. The Policy for the Chairman and Non-Executive Directors is as follows:
Non-Executive Director fees
Purpose and link ¼ To provide fees that allow Harbour to attract and retain Non-Executive Directors of the highest calibre that add value to our business
to strategy
Operation ¼ Fees for Non-Executive Directors are normally reviewed at least every two years
¼ Fees are set with reference to UK and international oil and gas sector companies and UK-listed companies of a similar size to Harbour
¼ Fees paid to the Chairman are determined by the Committee, while the fees of the other Non-Executive Directors are determined
by the Board
¼ Additional fees may be paid to reflect additional Board or Committee responsibilities as appropriate
¼ Fee increases are normally effective 1 January
¼ The Non-Executive Director fees are summarised on page 99 of this report
¼ Reasonable costs in relation to travel and accommodation for business purposes are reimbursed to the Chairman and
Non-Executive Directors. The Company may meet any tax liabilities that may arise on such expenses
¼ A travel allowance may be provided where intercontinental travel is required to attend a meeting
¼ The Chairman and Non-Executive Directors are not entitled to participate in any of the Group’s incentive plans or pension plans
¼ Additional benefits may be provided to Non-Executive Directors if considered appropriate
Opportunity ¼ Non-Executive Director fees are set at a level that is considered appropriate in the light of relevant market practice and the
size/complexity of the role
¼ Aggregate fees are within the limit approved by shareholders in the Articles of Association
Performance metrics ¼ Not applicable
Notes:
1 Anne Marie Cannon was also a member of Premier Oil’s Remuneration Committee prior to the Merger.
2 Mike Wheeler and Roy A. Franklin also served on Premier Oil’s Remuneration Committee. Both Roy and Mike stepped down from the Committee on completion of the Merger.
¼ determining the Remuneration Policy for Executive Directors and senior management and engaging with the Company’s principal
shareholders thereon;
¼ determining the individual remuneration packages for each Executive Director and any changes thereto;
¼ approving the remuneration package of the Chairman;
¼ considering the design of, and determining targets for, the annual bonus plan;
¼ reviewing and recommending to the Board the establishment of any new employee share plans and any material amendments to the
Company’s existing share plans;
¼ determining the overall quantum and performance conditions for long-term incentive awards;
¼ reviewing pension arrangements, service agreements and termination payments for Executive Directors and senior management;
¼ approving the Directors’ Remuneration Report, ensuring compliance with related governance provisions and legislation;
¼ reviewing the Gender Pay Gap report;
¼ reviewing bonus outcomes for the Group, including Executive Directors; and
¼ considering the remuneration policies and practices across the Group.
Advisers
Following the Merger to form Harbour Energy plc, the Remuneration Committee received advice from independent Remuneration
Committee advisers Deloitte LLP. Deloitte LLP were appointed by the Committee in March 2021 following a competitive tender process.
Before the Merger, the Committee also received advice from Aon, who served as an interim Remuneration Committee adviser.
The fees charged for the provision of independent advice to the Committee during the year were £103,900 from Deloitte LLP, £37,005
from Aon and £21,077 from Bryan Cave Leighton Paisner (BCLP). Other than in relation to advice on remuneration, Deloitte LLP provided
support to management in relation to corporate tax, indirect tax, payroll taxes, and Internal Audit plus other related services.
Deloitte are founding members of the Remuneration Consultants Group and voluntarily operated under its Code of Conduct in dealings
with the Committee. The Committee is satisfied that the Deloitte and Aon engagement teams, who provided remuneration advice to the
Remuneration Committee, do not have connections with Harbour Energy plc or its Directors that may impair their independence.
During the year, the Committee also took advice from the Chief Executive Officer and other members of management. Their attendance at
Remuneration Committee meetings was by invitation from the Committee Chair to advise on specific questions raised by the Committee and
on matters relating to the performance and remuneration of the senior management team. No Director was present for any discussions that
related directly to their own remuneration.
Resolution Votes FOR and % of votes cast Votes AGAINST and % of votes cast Votes WITHHELD
Annual Report on Remuneration (2021 AGM) 1
14,913,939,666 98.85% 173,270,899 1.15% 520,322
Directors’ Remuneration Policy (2021 AGM) 14,593,098,273 97.19% 421,903,633 2.81% 72,728,980
Note:
1 The vote on the Annual Report on Remuneration at the 2021 AGM was for the 2020 Premier Oil Remuneration Report.
Richard Rose’s remuneration arrangements on departure were in line with the approved Premier Oil plc directors’ remuneration policy.
He received a payment in lieu of his 12-month notice period of £447,990, a single redundancy payment of £237,543 (inclusive of his
statutory redundancy entitlement) and a contribution of £5,500 plus VAT towards legal fees incurred in connection with his departure.
As disclosed in Premier Oil’s 2020 directors’ remuneration report, he also received a retention payment of £350,000 (gross) less the
aggregate value of all gross monthly salary supplements paid to him as Interim CEO and Finance Director, and the gross 2020 annual
bonus. He was not eligible for any bonus in respect of 2021.
Richard Rose was treated as a good leaver for all outstanding share awards. Under the good leaver provisions of the rules of the 2017
LTIP, Deferred Bonus Awards vested in full on termination. His 2018 PSAs and RSAs and 2019 PSAs and RSAs lapsed as performance
conditions and underpins were not met. His 2016 Deferred Share Award granted under the 2009 LTIP vested in its entirety at the normal
vesting date on 1 January 2022. The remaining tranches of his 2017 RSA will vest in their entirety at their normal vesting dates and a
two-year holding period will continue to apply. His entitlements under the Share Incentive Plan and the SAYE scheme have been dealt
with in accordance with the relevant plan rules.
No further LTIP awards were made to Richard Rose and he will continue to hold a number of shares in the Company following the
termination of his employment until October 2022.
Phil Kirk will remain eligible for an annual bonus in respect of 2021 as outlined on page 91. His 2021 annual bonus will be subject to
deferral with awards released on the normal vesting date, in line with plan rules. In respect of his 2022 annual bonus, the Remuneration
Committee has agreed that he will be eligible for a pro-rated award up to 28 February 2022. The bonus will be calculated and paid in line
with the normal timescales in cash.
In line with our Directors’ Remuneration Policy, the Remuneration Committee has treated Phil Kirk as a good leaver in relation to his
2021 LTIP award. The award will be treated in accordance with the plan rules and will remain subject to performance conditions and
will be pro-rated for time over the vesting period up to cessation of employment. The award will be released on its normal vesting date
and remain subject to malus and clawback. The holding period will continue to apply as will post-employment shareholding guidelines.
In line with best practice, he will not be eligible for a 2022 LTIP award.
2021 Scorecard
Category Metric Weighting Performance Threshold Target Stretch
Safety & Safety Incident Rate 10% 1.30 1.10 0.90 0.70
environment TRIR incident rate/million
(25%) hours, 12 month rolling average
Process Safety 5% 2 3 2 1
Tier 1 and Tier 2 events
Operations Oil and gas production 15% 190 201 214 230
(30%) kboepd
Summary of performance
Note: The metrics in the 2021 Scorecard were set on a pro forma basis – including a full year of Premier – and therefore will differ
from the figures elsewhere in this document which are on a ‘reported’ basis (only nine months of Premier).
Operations
¼ Production: Production was below target as a result of project delays and unplanned maintenance outages
¼ Unit Operating Costs: Unit costs were higher than target, mainly as a result of production at below-target levels
Growth
¼ Reserves Replacement (excluding the impact of the Premier Merger): The outcome was below target with the largest impact being the
reduction in reserves relating to the Tolmount project drilling results
Capital deployment
¼ Expenditure vs AFE: Outcome was near target, reflecting good cost performance demonstrated on drilling and development projects
during the year
¼ Reserves vs AFE: Outcome was below target, impacted by the reserves downgrade at Tolmount and also unsuccessful exploration
drilling in the UK and Norway
¼ Initial Production vs AFE: Outcome was near target, reflecting good initial production from the new wells in our drilling programme
Financial
¼ Free cash flow: Cash flow was higher than the target, largely driven by higher than anticipated commodity prices
The calculated score was 66 per cent of the target bonus (where the target bonus is 100 per cent of salary and the maximum is 200 per
cent of salary). The Committee considered this score and approved bonus payouts for the Executive Directors on that basis, pro-rated to
reflect time served during the year.
Amounts paid to Executive Directors are set out below. In line with the Remuneration Policy, 50 per cent of the bonus paid to the
Executive Directors will be deferred into shares for three years.
Amount deferred
Bonus as a % Total value Cash amount into shares
Directors1,2 of maximum £ ’000s £ ’000s £ ’000s
Linda Z. Cook 33% 422.7 211.4 211.3
Alexander Krane 33% 255.4 127.7 127.7
Former Director
Phil Kirk 33% 396.0 198.0 198.0
Notes:
1 The bonuses awarded to Linda Z. Cook and Alexander Krane are pro-rated amounts to reflect time served during the year.
2 Richard Rose was not eligible to participate in the 2021 annual bonus award as he stepped down from the Board on 15 April 2021.
LTIP awards vesting in respect of the year ended 31 December 2021 (audited)
In March 2022, the Committee assessed the performance targets for LTIP awards granted in 2019 with a vesting date of 14 March
2022. The performance period for these awards ran from 1 January 2019 to 31 December 2021 with the outcomes being as follows:
¼ Performance Share Awards (PSAs): Vesting levels for the PSAs granted in 2019 are subject to the Company’s Total Shareholder Return
(TSR) over the performance period relative to a comparator group of 17 international oil and gas sector peers as set out below. During
the performance period, one comparator company delisted and was removed from the comparator group. The Company’s TSR over the
Performance Period was minus 80 per cent resulting in a ranking between 15th and 16th within the comparator group. Under the Group’s
Remuneration Policy, 25 per cent of an award vests for median performance, 100 per cent for upper decile performance and pro-rata
vesting in between. The Company’s ranking within the comparator group for the 2019 PSA meant that the awards lapsed in full.
2019 comparator group: Aker BP ASA, Beach Energy Limited, Cairn Energy PLC, DNO ASA, Energean PLC, EnQuest plc, Genel Energy plc,
Gulf Keystone Petroleum Limited, Kosmos Energy, Lundin Petroleum, Maurel & Prom, Nostrum Oil & Gas plc, Ophir Energy plc, Pharos
Energy, Rockhopper Exploration plc, Santos Ltd, Tullow Oil plc.
¼ Restricted Share Awards (RSAs): Vesting levels for the RSAs granted in 2019 are subject to a financial underpin based on the reduction
of the ratio of net debt to EBITDA, as agreed with the Company’s lenders. The same underpin applied to 2018 RSAs, and at the time
of determining vesting for that award, the Premier Oil Remuneration Committee judged that the underpin had not been met. This was
in light of the Company’s financial position at that time and on the basis that, while technically no breach had occurred, waivers had
been agreed with creditors in light of the proposed transaction with Chrysaor, and without these waivers these covenants would have
been expected to be breached. The Harbour Energy Remuneration Committee considered the appropriate treatment for the 2019 RSAs
and concluded that the same assessment that was made for the 2018 awards was equally applicable, and that in view of the general
performance of Premier Oil prior to the Merger and the experience of creditors and shareholders during the vesting period, it was
not appropriate for the 2019 RSAs to vest.
LTIP awards granted during the year ended 31 December 2021 (audited)
For the awards granted to Executive Directors under the 2017 LTIP plan during 2021, the performance condition is based 100 per cent
on relative TSR performance conditions against two peer groups. The structure has been summarised below:
Minimum Mid Maximum Performance
Performance element Weighting performance performance performance period
Relative TSR
performance vs 50%
FTSE 100 index1 25% vesting at median Linear vesting between 100% vesting if in the
1 January 2021 –
performance minimum and upper quartile
Relative TSR vs bespoke 31 December 2023
(50th percentile) maximum performance (75th percentile)
peer group of oil and gas 50%
companies2
Notes:
1 Constituents of the FTSE 100 as at the start of the performance period on 1 January 2021.
2 Selected oil and gas peer group, including European and US independent oil and gas companies. The group consists of the following 17 companies:
BP Murphy Oil
Kosmos Energy
Details of the awards made to the three Executive Directors are as follows:
Number of Type of Face value
Executive Directors Grant date shares awarded award (% of salary) Face value1
Linda Z. Cook 30 June 2021 674,103 Performance Share Award 300% £2,550,000
Alexander Krane 30 June 2021 346,965 Performance Share Award 250% £1,312,500
Former Director
Phil Kirk 30 June 2021 396,531 Performance Share Award 250% £1,500,000
Note:
1 Face value was calculated using the average of the mid-market closing prices for the five dealing days preceding the award date (on a post-consolidation basis) being £3.7828 per share.
Her forfeited award was valued at around $8 million using the historical annual average of payouts from 2017-2020 (noting the
payout for 2020 was zero, which brought down the average), with this average multiplied by three to reflect each of the three years that
awards were due to vest. Basing the value of the buyout on the historical average is expected to give a lower value than using future
performance. The Committee is fully satisfied that this buyout is appropriate and that its terms reflect an appropriate like-for-like basis
with the remuneration forfeited. The outcome of the calculation was individually verified, and the Committee is satisfied of its accuracy.
Alexander Krane received a one-off award, which was detailed in the Policy and approved by shareholders at the 2021 AGM.
The award will vest on the third anniversary of grant with a two-year post-vesting holding period. Malus and clawback conditions apply.
Details of the awards are set out below:
Number of Type of Face value Vesting Performance
Executive Directors Grant date shares awarded award (% of salary) Face value date conditions
Linda Z. Cook1 4 May 2021 1,155,852 Conditional Share Award 536% £4,554,058 In equal thirds on: None
4 May 2022
4 May 2023
4 May 2024
Alexander Krane2 30 June 2021 264,354 Conditional Share Award 190% £1,000,000 1 April 2024 None
Notes:
1 Linda Z. Cook’s award face value was calculated using the Volume Weighted Average Price during the month of April 2021, being £0.197 per share (pre-consolidation). The number of
shares above has been restated on a post-consolidation basis.
2 Alexander Krane’s award face value was calculated using the average of the mid-market closing prices for the five dealing days preceding the award date (on a post-consolidation basis)
being £3.7828 per share.
Notes:
1 Awards shown as lapsed for Richard Rose illustrate the impact of time pro-rating following cessation of his employment on 15 April 2021. Awards and prices are shown on a
post-consolidation basis.
2 Any vested awards (except for Linda Z. Cook’s 2021 Conditional Share Award) are subject to a two-year holding period such that the total time horizon is five years.
3 Vesting outcomes for PSAs and RSAs that vested on 15.03.21 were determined by the Premier Oil Remuneration Committee in March 2021 in respect of the performance period running
between 1 January 2018 and 31 December 2020. As noted in the Premier Oil 2020 Directors’ Remuneration Report, the PSAs did not meet the minimum performance threshold and
therefore there was nil vesting, and the underpin for the RSAs was deemed not to have been met, and all awards duly lapsed.
Notes:
1 The average of the closing prices of a Premier Oil share over the five dealing days immediately preceding the award date (on a post-consolidation basis).
2 The 2019, 2020 and 2021 Awards for Richard Rose vested on cessation of his employment on 15 April 2021.
Shares held beneficially in the SIP by the Executive Directors during the financial year were as follows:
Partnership and
Total Partnership Shares Total Matching Shares Matching Shares
purchased in 2021 at awarded in 2021 at acquired between
Shares held on prices between prices between Shares held on 1 January and
Former Director 1 January 2021 £0.19695 and £0.2975 £0.19695 and £0.2975 31 December 2021 16 March 2022
Richard Rose1 37,228 2,693 2,693 42,614 –
Note:
1 Richard Rose participated in the plan until his leaving date of 15 April 2021.
Notes:
1 Own shares includes shares held by the Director and/or connected persons. For Linda Z. Cook, R. Blair Thomas and G. Steven Farris, this figure includes indirect interests they hold in
shares in the Company through certain EIG-managed entities, the Company’s major shareholder. Blair is also Chief Executive Officer of EIG and a Director of a number of EIG’s wholly
owned subsidiaries. Details regarding EIG’s shareholding are set out on page 101.
2 Unvested shares subject to continued employment comprise Deferred Bonus Awards and Deferred Share Awards under the 2009 LTIP, and Conditional Share Awards awarded to Linda Z.
Cook and Alexander Krane in connection with their recruitment. The Deferred Bonus Awards are subject to malus and clawback in the event of a material misstatement of the Company’s
financial results, gross misconduct or material error in the calculation of performance conditions. The Committee may exercise clawback until the later of: (i) one year from vesting, or (ii)
the completion of the next audit after vesting. Alexander Krane’s CSA is subject to the malus and clawback provisions set out in the Directors’ Remuneration Policy on page 80. The malus
and clawback provisions for Linda Z. Cook’s buyout award are in line with those set out on page 80 for the Performance Share Awards of the 2017 LTIP.
3 Unvested shares for Richard Rose illustrate the impact of time pro-rating following cessation of his employment.
4 Anne Marie Cannon purchased 10,000 Premier Oil plc shares on 14 April 2016. The reported interest shown above is on a post-consolidation basis.
5 Shares owned outright are reported as at 15 April 2021, the date on which Richard Rose’s directorship ceased.
6 Shares owned outright are reported as at 31 March 2021, the date on which all the former Premier Oil Non-Executive Directors’ directorship ceased.
Awards under all the Company’s share schemes may be met using a combination of market purchases, financed by the Company
through the Harbour Energy plc Employee Benefit Trust, and newly issued shares. The Company complies with the Investment
Association’s recommended guidelines on shareholder dilution through employee share schemes: awards under the Group’s
discretionary schemes which may be satisfied with newly issued shares must not exceed 5 per cent of the Company’s issued share
capital in any rolling 10-year period, and the total of all awards satisfied with newly issued shares under all plans must not exceed
10 per cent of the Company’s issued share capital in any rolling 10-year period.
Shares owned outright including shares purchased and received from incentive arrangements, shares subject to deferral or a holding
period (which are not beneficially owned by the senior executive) net of any relevant tax and social security that would be due, vested but
unexercised nil cost options under any share plan, unvested share plan awarded where vesting is not subject to the achievement of any
performance conditions or underpins net of any relevant tax and social security and free shares under any UK share incentive plan count
towards this requirement.
Based on an average share price of £3.73 during the final three months of 2021, Linda Z. Cook currently holds shares (directly and
indirectly) and an unvested Conditional Share Award worth 4,424 per cent of her salary. Alexander Krane holds an unvested Conditional
Share Award worth 188 per cent of his salary using the same average price. The Committee notes that Alexander Krane joined the Board
on 15 April 2021 and will therefore need time to build up his shareholding.
Under the Company’s Remuneration Policy, the shareholding requirement extends for two years post-cessation of employment. Shares
purchased by the departed Executive Directors are not covered by the post-cessation requirement.
£140
£119.65
£120
£100
£80
£60
£40
£20
£5.02
£0
31 Dec 2011 31 Dec 2012 31 Dec 2013 31 Dec 2014 31 Dec 2015 31 Dec 2016 31 Dec 2017 31 Dec 2018 31 Dec 2019 31 Dec 2020 31 Dec 2021
FTSE All-Share Oil & Gas Producers Index Harbour Energy plc
Note:
1 The closing share price of the Company on 31 December 2021 was 354.00p. On 16 March 2022, being the date of approval of this report, the closing share price was 396.40p.
The table below shows the CEO single figure of remuneration for the past 10 years and corresponding performance under the annual and
long-term incentives, as a percentage of maximum.
Performance
CEO single figure Annual bonus Equity Pool Restricted Share Share Award Matching Share
of remuneration payout as % as % of Award vesting as vesting as % Award vesting as
Year CEO £’000s of maximum maximum1 % of maximum2 of maximum % of maximum
2012 Simon Lockett 2,728.2 45 0 N/A 90 66
2013 Simon Lockett 1,002.7 24 0 N/A 0 0
2014 3
Simon Lockett 680.3 39 0 N/A 0 0
(pro-rated)
Tony Durrant 428.7 40 0 N/A 0 0
2015 Tony Durrant 1,040.4 10 0 N/A 0 0
2016 Tony Durrant 1,404.3 66.5 0 N/A 0 0
2017 Tony Durrant 1,474.3 63.4 0 N/A 0 0
2018 Tony Durrant 1,558.4 54.3 45.1 N/A 75.1 0
2019 Tony Durrant 1,631.1 65 N/A 100 38 N/A
20204 Tony Durrant 814.1 10.4 N/A 0 0 N/A
20215 Richard Rose 436.6 0 N/A 0 0 N/A
Linda Z. Cook 5,978.3 33 N/A N/A N/A N/A
Notes:
1 Maximum opportunity for the 2016 Equity Pool was 50 per cent of salary.
2 The maximum opportunity for the Restricted Share Award was 20 per cent of salary.
3 Figures shown for 2014 for Tony Durrant relate to the period during 2014 that he served as Chief Executive Officer: 25 June to 31 December 2014; and for Simon Lockett relate to the
period during 2014 that he served as Chief Executive Officer: 1 January to 25 June 2014.
4 Tony Durrant stepped down from the Board on 16 December 2020.
5 Figures shown for 2021 for Richard Rose relate to the period during 2021 that he served as interim Chief Executive Officer: 1 January 2021 to 31 March 2021; and for Linda Z. Cook
relate to the period during 2021 that she served as Chief Executive Officer: 1 April 2021 to 31 December 2021.
The pay ratio has increased significantly from 2020 to 2021. This is primarily due to Linda Z. Cook’s 2021 single total figure of
remuneration including a one-off buyout award in respect of remuneration forfeited at her former employer (see page 93). If the buyout
were excluded, the pay ratio at the P50 level would fall to 16.1:1. Other factors are her larger total compensation package compared to
Tony Durrant, and the higher annual bonus payout for 2021 (33% of maximum) compared to 2020 (10.4% of maximum). No LTIP awards
vested in either year, though the Committee expects that where vesting levels vary year-on-year, this will create volatility in the pay ratio in
future years. Furthermore, the total pay and benefits for the employee at P50 is lower this year, reflecting organisational changes following
completion of the Merger.
The Committee believes that, of the methodologies permitted under the regulations, Method A provides the most statistically accurate
representation of the Chief Executive Officer’s remuneration relative to the UK workforce. Total pay and benefits (on a full-time equivalent
basis) for the people employed at 31 December 2021 have been calculated in line with the ‘single figure methodology’ used for the
Chief Executive Officer. Employees were then ranked to identify each individual at the 25th, 50th and 75th percentiles.
The median pay ratio is consistent with the pay, reward and progression policies for the Company’s UK employees as a whole, as we
have pay grades benchmarked to the oil and gas industry, a graduated bonus scheme based on these grades. The results are consistent
for the professional nature of our workforce and we would not expect to see a disconnect between the CEO pay and the pay of the UK
workforce, excluding the one-off buyout award as detailed above.
Notes:
1 Remuneration for all employees reflects the impact of the Merger in 2021.
2 This table reflects expenditure during the 2021 financial year. As set out on page 7 of this Report, the Company intends to pay an annual dividend of $200m (subject to shareholder
approval) with the first distribution due in May 2022.
Salary
The salaries of the Executive Directors are reviewed annually to ensure they remain appropriate. Following a review in December 2021,
the Remuneration Committee determined not to increase salaries. Opposite are the base salaries of the Executive Directors effective
from 1 January 2022.
Note:
1 Phil Kirk stepped down from the Board on 28 February 2022.
Annual bonus
The Executive Director annual bonus corporate scorecard, setting out measures for 2022, is summarised below. Individual performance
targets are considered to be commercially sensitive and will be disclosed in next year’s Annual Report & Accounts.
Weighting
(% of maximum corporate
Category Targets bonus opportunity)
1. Safety & environment Safety incident rate, Process safety, GHG emissions 35%
2. Operations Production and unit operating costs 30%
3. Growth & capital deployment Expenditure against budget, Reserves against budget 20%
4. Financial Free cash flow 15%
ANNE L. STEVENS
Committee Chair
16 March 2022
The Directors present their Annual Report on the affairs of the Indemnification of Directors and insurance
Group, together with the audited Group and parent company During the financial year, the Company had in place an indemnity
financial statements and Auditors’ Report for the year ended to each of its Directors and the Company Secretary under which
31 December 2021. There are certain disclosure requirements the Company will, to the fullest extent permitted by law and to the
which form part of the Directors’ Report and are included extent provided by the Articles of Association, indemnify them
elsewhere in this Annual Report. The location of information against all costs, charges, losses and liabilities incurred by them
incorporated by reference into this Directors’ Report is set in the execution of their duties. The indemnity was in force for all
out on the next page. Directors who served during the year. The Company also has
Directors’ and Officers’ liability insurance in place.
Dividend
The Board is proposing a dividend of 11 cents per Ordinary Share Share capital
(2020: nil) to be paid in GBP at the spot rate prevailing on the Details of the Company’s issued share capital, together with details of
record date. This dividend is subject to shareholder approval at any movement in the issued share capital during the year, are shown
the AGM, to be held on 11 May 2022. If approved, the dividend in note 24 to the consolidated financial statements on page 155.
will be paid on 18 May 2022 to shareholders on the register as The Company has one class of Ordinary Shares which carries no right
of 8 April 2022 (the record date). to fixed income. Each share carries the right to one vote at General
Meetings of the Company.
Annual General Meeting
The Company anticipates that the next AGM will be held on 11 May Subject to applicable law and the Company’s Articles of Association
2022. The Notice of the AGM, together with details of all resolutions the Directors may exercise all powers of the Company, including
which will be placed before the meeting, will be published in due the power to authorise the issue and/or market purchase of the
course and will be available online. Company’s shares, subject to an appropriate authority being given to
the Directors by shareholders in a General Meeting and any conditions
Directors
attaching to such authority. The current authority, approved at the
The Directors of the Company as at 16 March 2022 are shown on
General Meeting held on 23 June 2021, for the allotment of relevant
pages 58 to 61. Changes to the Directors during the year and up
securities is for a nominal amount of up to (i) £6,170 and (ii) equity
to the date of this report are set out below:
securities up to a nominal amount of £12,340 less the nominal
Effective date
of resignation
amount of any shares issued under part (i) of the authority.
Name Role or appointment In addition to the authority given at the 2021 AGM, at the General
Resignations Meeting held on 15 June 2017, in connection with the Company’s
Phil Kirk Executive Director 28 February 2022 refinancing which was completed on 28 July 2017 shareholders
Richard Rose Executive Director 15 April 2021 authorised the Directors to allot Ordinary Shares in the Company
Roy A. Franklin Chairman 31 March 2021 and to grant rights to subscribe for, or to convert any security into,
Dave Blackwood Non-Executive Director 31 March 2021 Ordinary Shares in the Company up to a nominal amount of
Mike Wheeler Non-Executive Director 31 March 2021 £59,039,247.10. This authority is specific to the issue of shares
Elisabeth Proust Non-Executive Director 31 March 2021 pursuant to the terms of the Company’s refinancing. Further details
Appointments are contained in the Circular to Shareholders dated 30 May 2017,
Alexander Krane Executive Director 15 April 2021 a copy of which can be accessed in the Shareholder Information
Margareth Øvrum Non-Executive Director 1 April 2021 section of the Company’s website.
R. Blair Thomas Chairman 31 March 2021 There are no specific restrictions on the size of a holding nor on
Linda Z. Cook Executive Director 31 March 2021 the transfer of shares, both of which are governed by the general
Phil Kirk Executive Director 31 March 2021 provisions of the Articles of Association and prevailing legislation.
Simon Henry Non-Executive Director 31 March 2021 The Directors are not aware of any agreements between holders
G. Steven Farris Non-Executive Director 31 March 2021 of the Company’s shares that may result in restrictions on the
Alan Ferguson Non-Executive Director 31 March 2021 transfer of securities or on voting rights. Details of employee share
Andy Hopwood Non-Executive Director 31 March 2021 schemes are set out in note 25 to the consolidated financial
Anne L. Stevens Non-Executive Director 31 March 2021 statements on page 156. The voting rights in relation to the shares
held within the Employee Benefit Trust are exercisable by the
Articles of Association
Trustee but it has no obligation to do so. Details of the number of
The Company’s Articles of Association may only be amended by
shares held by the Employee Benefit Trust are set out in note 24 to
special resolution at a General Meeting of shareholders. The
the financial statements on page 155. No person has any special
Company’s Articles of Association contain provisions regarding
rights of control over the Company’s share capital and all issued
the appointment, retirement and removal of Directors.
shares are fully paid.
A Director may be appointed by an ordinary resolution of shareholders
American Depositary Receipt programme
in a General Meeting following nomination by the Board or a member
Harbour Energy plc has a sponsored Level 1 American Depositary
(or members) entitled to vote at such a meeting. The Directors may
Receipt (ADR) programme which BNY Mellon administers and for
appoint a Director during any year provided that the individual stands
which it acts as Depositary. Each ADR represents one Ordinary
for election by shareholders at the next AGM. Further detail regarding
Share of the Company. The ADRs trade on the US over-the-counter
the appointment and replacement of Directors is included in the
market under the symbol HBRIY.
Corporate Governance Report.
Subject to applicable law and the Company’s Articles of Association
the Directors may exercise all powers of the Company. Details of the
Matters Reserved for the Board are set out on the Company’s website.
Significant shareholdings
As at 16 March 2022, the Company had received notification from the institutions below, in accordance with Chapter 5 of the Disclosure
and Transparency Rules, of their significant holdings of voting rights (3 per cent or more) in its Ordinary Shares:
Date of notification to Notified number Notified percentage
Name of shareholder the stock exchange of voting rights1 of voting rights Nature of holding
Harbour North Sea Holdings, Ltd 09.04.2021 6,798,223,348 36.73% Direct
GIC Private Limited 11.03.2022 110,822,599 11.97% Indirect
FMR LLC 16.11.2021 48,533,713 5.24% Indirect
Marshfield Advisers, LLC 08.04.2021 879,431,317 4.75% Direct
1 Notified number of voting rights in issue at the time of the announcement to the market.
Hedging and risk management The Strategic Report and the Directors’ Report together include
Details of the Group’s hedging and risk management are provided the ‘management report’ for the purposes of the FCA’s Disclosure
in the Financial review on page 38. A further disclosure has been & Transparency Rules (DTR 4.1.8R).
made in note 23 to the consolidated financial statements on pages
Information set out elsewhere in this Annual Report
151 to 155, related to various financial instruments and exposure
Information regarding the Company’s governance arrangements is
of the Group to price, credit, liquidity and cash flow risk.
included in the Corporate Governance Report and related Board
Significant agreements Committee reports on pages 62 to 99. These sections of the report
The following significant agreements will, in the event of a change are incorporated into this report by reference.
of control of the Company, be affected as follows:
For the purposes of Listing Rule 9.8.4C R, the information required
¼ under the up to $4.5 billion senior secured revolving borrowing to be disclosed by Listing Rule 9.8.4 R can be found in the following
base facility agreement between, among others, the Company, locations:
certain subsidiaries of the Company and a syndicate of
Listing Rule
financial institutions, upon a change of control (save for certain sub-section Item Location
exceptions), each lender has the right to serve notice, and
9.8.4 (1) Interest capitalised Note 7 to the financial statements,
following a short prescribed period after such notice, all of that
page 134
lender’s commitments under the agreement would be cancelled
9.8.4 (5) Waiver of emoluments Directors’ Remuneration Report,
and all amounts owing to it would become immediately due
by a director page 88
and payable; and
9.8.4 (14) Controlling shareholder Corporate Governance Report,
¼ the Group has outstanding senior unsecured High Yield Bond page 65
notes totalling $500 million due 2026. Upon a change of control
(save for certain exceptions), each noteholder will have the right Audit information
to require Harbour Energy plc to repurchase all or any part of Each of the persons who is a Director at the date of approval of this
that holder’s notes at a premium, together with accrued interest. Annual Report and Financial Statements confirms that:
¼ so far as the Director is aware, there is no relevant audit
Political donations
information of which the Company’s auditors are unaware; and
No political donations were made during the year (2020: $nil).
¼ the Director has taken all reasonable steps that he/she ought
Significant events since 31 December 2021 to have taken as a Director in order to make himself/herself
Details of significant events since the balance sheet date are aware of any relevant audit information and to establish that
contained in note 30 to the financial statements on page 163. the Company’s auditors are aware of that information.
Information set out in the Strategic Report
The Strategic Report set out on pages 2 to 55 provides a This confirmation is given and should be interpreted in accordance
comprehensive review of the performance of the Company’s with the provisions of s418 of the Companies Act 2006. By order
operations for the year ended 31 December 2021 and the potential of the Board:
future developments of those operations. The Strategic Report also
includes details of the Company’s principal risks during the year.
Information regarding the Company’s policy applied during the year
relating to diversity, equity and inclusion, employee engagement, RACHEL RICKARD
career development and promotion of staff including employment Company Secretary
of disabled persons is included within the Social and Governance 16 March 2022
sections of the ESG review in the Strategic Report on pages 34 and
35. In addition, information regarding the Company’s greenhouse
gas emissions is also included in the Environment section of the ESG
review in the Strategic Report on pages 32 to 33. In accordance
with s414C(11) of the Companies Act 2006, the Directors have
chosen to set out the information outlined above, required to be
included in the Directors’ Report, in the Strategic Report.
The Directors are responsible for preparing the Annual Report and Financial Statements in accordance with applicable United Kingdom
law and regulations.
Under the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules, Group financial statements are required to be
prepared in accordance with UK-adopted International Accounting Standards.
In preparing the Group and parent company financial statements the Directors are required to:
¼ select suitable accounting policies in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors and then
apply them consistently;
¼ make judgements and accounting estimates that are reasonable and prudent;
¼ present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
¼ 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;
¼ in respect of the Group financial statements, state whether UK-adopted International Accounting Standards have been followed, subject
to any material departures disclosed and explained in the financial statements;
¼ in respect of the parent company financial statements, state whether International Accounting Standards in conformity with the
requirements of the Companies Act 2006 / applicable UK Accounting Standards, including FRS 101, have been followed, subject to any
material departures disclosed and explained in the financial statements; and
¼ prepare the financial statements on the going concern basis unless it is appropriate to presume that the Company and/or the Group
will not 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 harbourenergy.com.
¼ that the consolidated financial statements, prepared in accordance with UK-adopted International Accounting Standards, 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;
¼ that the Annual Report & Accounts, 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 that they face; and
¼ that they consider the Annual Report & Accounts, 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.
This responsibility statement was approved by the Board of Directors on 16 March 2022 and is signed on its behalf by:
LINDA Z. COOK
Chief Executive Officer
Opinion
In our opinion:
¼ Harbour Energy plc’s Group financial statements and parent company financial statements (the financial statements) give a true and fair view
of the state of the Group’s and of the parent company’s affairs as at 31 December 2021 and of the Group’s profit for the year then ended;
¼ the Group financial statements have been properly prepared in accordance with UK-adopted International Accounting Standards;
¼ the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted
Accounting Practice; and
¼ the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Harbour Energy plc (the parent company) and its subsidiaries (the Group) for the year ended
31 December 2021 which comprise:
Group Parent company
Consolidated balance sheet as at 31 December 2021 Balance sheet as at 31 December 2021
Consolidated income statement for the year then ended Statement of changes in equity for the year then ended
Consolidated statement of comprehensive income for the year then ended Related notes 1 to 10 to the financial statements including a summary
of significant accounting policies
Consolidated statement of changes in equity for the year then ended
Consolidated statement of cash flows for the year then ended
Related notes 1 to 31 to the financial statements, including a summary
of significant accounting policies
The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and
UK-adopted International Accounting Standards and International Financial Reporting Standards (IFRSs). The financial reporting
framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom
Accounting Standards, including FRS 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).
Independence
We are independent of the Group and parent in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other
ethical responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the parent company and we remain
independent of the Group and the parent company in conducting the audit.
¼ confirmed our understanding of management’s going concern assessment process in conjunction with our walkthrough of the Group’s
financial close process, and engaged with management to confirm all relevant assumptions were considered;
¼ tested the integrity of management’s going concern model by ensuring the forecasts were consistent with the budget approved by
the Board and with other areas of the audit such as impairment assessments;
¼ obtained the cash flow forecasts prepared by management for the Group, including the base case and downside scenarios;
¼ challenged the key assumptions included in the model, including management’s oil and gas price assumptions. Our assessment
of these price assumptions included a comparison of management’s price assumptions with recent broker and consultant estimates
together with estimates used by other market participants, including those estimates that forecast the potential impact of the climate
transition risks;
¼ evaluated the reasonableness of all other key assumptions, such as production profiles and operating and capital expenditure forecasts,
through assessing their consistency with other areas of the audit, including impairment assessments. We ensured these assumptions
were consistent with the budget approved by Harbour Energy’s Board;
¼ reviewed the Group’s loan agreements, ensuring that the cash outflows relating to interest and repayments are consistent with the
agreements, that no covenants have been breached and that there is no forecast covenant breach in either the base case or downside
case scenarios during the going concern period;
¼ reviewed management’s reverse stress test in order to identify what factors would lead to the Group not meeting the financial covenants
during the going concern period, including the minimum liquidity requirement as set in the Reserve Based Lending loan agreement, and
assessed the likelihood of such a scenario;
¼ where relevant, we challenged the likelihood of management’s ability to execute mitigating actions such as removal of non-committed
capex, as required, to continue its business activities under a downside scenario and under the scenarios in the reverse stress test;
¼ evaluated the impact of Russia’s invasion of Ukraine on the Group’s operations and on the going concern assessment; and
¼ evaluated the appropriateness of the going concern disclosures in the Group financial statements to determine whether they are
accurate and in line with IAS 1 – Presentation of financial statements – and our expectations given the above procedures performed.
Based on the procedures performed, we observed that the key assumptions underpinning the base case scenario, specifically the
oil and gas prices, are within the range of recent brokers and consultants’ estimates, and production profiles are consistent with the
assumptions in our audit work on impairment and oil and gas reserves. In the downside cases modelled by management, we observed
that there remained liquidity headroom before taking into account the mitigating actions management have identified and that under
these cases the Group operates within the requirements of its financial covenants.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually
or collectively, may cast significant doubt on the Group’s and parent company’s ability to continue as a going concern for the period up to
30 June 2023.
In relation to the Group and parent company’s reporting on how they have applied the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors
considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this
report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group’s and
parent company’s ability to continue as a going concern.
Audit scope ¼ We performed an audit of the complete financial information of seven components and audit procedures on specific
balances for a further nine components.
¼ The components where we performed full or specific audit procedures accounted for 98% of Adjusted EBITDA,
100% of Revenue and 82% of Total assets.
Key audit matters ¼ Accounting associated with the Reverse Takeover (RTO) and Purchase Price Allocation (PPA) process.
¼ Oil and gas reserves estimation including reserves used in the calculation of depreciation, depletion and
amortisation, impairment testing and the assessment of the recoverability of deferred tax assets.
¼ Impairment of tangible oil and gas properties and associated goodwill.
Materiality ¼ We determined materiality for the Group to be $57 million (2020: $102 million) which is 2.4% of Adjusted EBITDA
($2,384 million). Adjusted EBITDA is earnings before interest, tax, depreciation, impairments and amortisation
($2,129 million), excluding exploration cost write off ($255 million) but including exploration and evaluation expenses
and new ventures ($50 million) (Adjusted EBITDA).
First year audit transition ¼ The year ended 31 December 2021 is our first year as auditor of the newly formed Harbour Energy group following
completion of the Reverse Takeover at the end of March 2021. EY were the previous auditors of Premier Oil plc and
PwC were the previous auditors of Chrysaor, the accounting acquirer.
¼ As part of our audit transition activities, we undertook reviews of the predecessor auditor files related to the audit
of Chrysaor to review the working papers in relation to significant audit risk matters, to identify and assess the
judgements exercised over these risks and to assess the nature, timing and extent of audit procedures performed
by the predecessor auditor in forming the prior year audit opinion.
¼ Prior to signing the interim review opinion, we performed procedures to understand and walk through the key
processes in place for the newly formed group.
In assessing the risk of material misstatement to the Group financial statements, and to ensure we had adequate quantitative coverage
of significant accounts in the financial statements, of the 88 reporting components of the Group, we selected 16 components covering
entities within the United Kingdom, Vietnam and Indonesia, which represent the principal business units within the Group.
Of the 16 components selected, we performed an audit of the complete financial information of 7 components (full scope components)
which were selected based on their size or risk characteristics. For the remaining 9 components (specific scope components), we
performed audit procedures on specific accounts within that component that we considered had the potential for the greatest impact
on the significant accounts in the financial statements either because of the size of these accounts or their risk profile.
The reporting components where we performed audit procedures accounted for 98% of the Group’s Adjusted EBITDA, 100% of the Group’s
Revenue and 82% of the Group’s Total Assets. For the current year, the full scope components contributed 79% of the Group’s Adjusted
EBITDA, 80% of the Group’s Revenue and 71% of the Group’s Total Assets. The specific scope components contributed 19% of the Group’s
EBITDA, 20% of the Group’s Revenue and 11% of the Group’s Total Assets. The audit scope of these components may not have included
testing of all significant accounts of the component but will have contributed to the coverage of significant accounts tested for the Group.
The primary team also performed specified procedures over six reporting components specifically on exploration asset balances.
Of the remaining 72 components that together represent 2% of the Group’s Adjusted EBITDA, none are individually greater than 1.7% of the
Group’s Adjusted EBITDA, For these components, we performed other procedures, including analytical review and testing of consolidation
journals and intercompany eliminations to respond to any potential risks of material misstatement to the Group financial statements.
The charts below illustrate the coverage obtained from the work performed by our audit teams.
Full scope components 79% Full scope components 80% Full scope components 71%
Specific scope components 19% Specific scope components 20% Specific scope components 11%
Other procedures 2% Other procedures 0% Other procedures 18%
As the 2021 audit of Harbour Energy plc is an initial audit, we performed additional procedures to ensure we exercised sufficient
oversight over the components. As the previous auditors of Premier Oil, we had performed oversight procedures on these entities
previously, including site visits to Indonesia and Vietnam. For the Chrysaor components in the United Kingdom we performed two
separate site visits as described below.
Under normal circumstances, the lead audit partner and other senior members of the primary audit team would visit the component
teams on a rotational basis during the audit cycle. During the current year’s audit cycle, visits were undertaken by the primary audit
team to the component team in the United Kingdom (92% of Adjusted EBITDA), both prior to and subsequent to the year-end date.
This component team performs the procedures over 10 out of 13 full and specific scope entities in scope in the United Kingdom.
These visits involved discussing the audit approach with the component team and any issues arising from their work, meeting with
local management, attending planning and closing meetings, and reviewing relevant audit working papers on risk areas.
Due to the ongoing travel restrictions and lockdowns in place during the year it was not possible to perform an in-person site visit to
the components in Indonesia and Vietnam. The strategy to evaluate, review and oversee the work of the component teams in Indonesia
(4% of Adjusted EBITDA) and Vietnam (2% of Adjusted EBITDA) included the following procedures:
¼ held a virtual planning event, with members of all component teams in attendance, in order to discuss the audit approach and relevant
business updates;
¼ increased the frequency of our dialogue with our component teams throughout the audit cycle;
¼ reviewed key workpapers prepared by component teams in areas of particular risk such as impairment and revenue recognition through
the interactive capability of EY Canvas, our global audit workflow tool, or share-screen functionality; and
¼ virtually attended closing meetings held between EY component teams and local management in order to discuss the audit status and
any issues arising.
These procedures, together with the additional procedures performed at group level, gave us appropriate evidence for our opinion on the
Group financial statements.
Climate change
There has been increasing interest from stakeholders as to how climate change will impact Harbour Energy plc. The Group has determined
that the most significant future impacts from climate change on their operations will be from the shift in demand for oil and gas in the future
as the world transitions towards a low carbon economy. Additionally, on the supply side, the oil and gas sector may be subject to new climate
change regulations or supply chain challenges that increase costs and impact the decommissioning of high emitting assets. These are
explained in the ESG review on page 32, which includes the required Task Force on Climate-related Financial Disclosures and on page
55 in the principal risks, which form part of the ‘Other information’, rather than the audited financial statements. Our procedures on
these disclosures therefore consisted solely of considering whether they are materially inconsistent with the financial statements or our
knowledge obtained in the course of the audit or otherwise appear to be materially misstated.
As explained in Note 2 – Accounting Policies, governmental and societal responses to climate change risks are still developing, and are
interdependent upon each other, and consequently financial statements cannot capture all possible future outcomes as these are not
yet known. The degree of certainty of these changes may also mean that they cannot be taken into account when determining asset and
liability valuations and the timing of future cash flows under the requirements of IFRS. In Note 2 to the financial statements a description
has been provided on how climate change risks have been considered in the key judgements and estimates in the financial statements.
Our audit effort in considering climate change was focused on ensuring that the effects of material climate risks disclosed on pages 32
and 55 and the Group’s commitment to be Net Zero (Scope 1 and 2) by 2035 have been appropriately reflected in the estimation of oil
and gas reserves and the impairment assessments for oil and gas assets. Details of climate related procedures and findings are included
within our key audit matters opposite. We also challenged the Directors’ considerations of climate change in their assessment of going
concern and viability and associated disclosures.
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 $57 million which is 2.4% of earnings before interest, tax, depreciation, impairments and
amortisation ($2,129 million), excluding exploration cost write off ($255 million) but including exploration and evaluation expenses and
new ventures ($50 million) (Adjusted EBITDA). We believe that Adjusted EBITDA represents a measure that is of particular focus to
shareholders and is closely linked to both the metric used in the covenant included in the Group’s major loan agreement and the key
performance indicator for the Group (EBITDAX). Measures such as Adjusted EBITDA are a primary indicator of company valuation and
cash flow generation across the upstream oil and gas sector. For the 2020 audit of Chrysaor Holdings Limited, PwC determined
materiality to be $102 million which represented 1% of Total Assets.
We determined materiality for the parent company to be $37.9 million (2020: $10.0 million), which is 0.5% (2020: 0.5%) of Total Assets.
There has been a significant increase in Total Assets since the prior period due to the Reverse Takeover that occurred during the year.
¼ $2,129 million
¼ EBITDA
Starting
basis
¼ $255 million
¼ Adjustments relating to non-recurring items:
Adjustments exploration cost write off
During the course of our audit, we reassessed initial materiality and found no reason to change from our original assessment at 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% of our planning materiality, namely $28.5 million. We have set performance materiality at this
percentage due to 2021 being the first period for our audit of the newly formed Harbour Energy listed Group as well as our quantitative
and qualitative assessment of prior year misstatements, our assessment of the Group’s overall control environment, and consideration
of relevant changes in market conditions during the period. Performance materiality for the 2020 audit of Chrysaor Holdings Limited
was set by PwC at $76.5 million, being 75% of planning materiality.
Audit work at component locations for the purpose of obtaining audit coverage over significant financial statement accounts is
undertaken based on a percentage of total performance materiality. The performance materiality set for each component is based on
the relative scale and risk of the component to the Group as a whole and our assessment of the risk of misstatement at that component.
In the current year, the range of performance materiality allocated to components was $5.7 million to $18.5 million. For the 2020 audit
of Chrysaor Holdings Limited, PwC allocated materiality to in-scope components in the range of $75 million to $90 million.
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit and Risk Committee that we would report to them all uncorrected audit differences in excess of $2.9 million, which
is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of other
relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the annual report as set out on pages 2 to 102, including the Strategic
Report, Governance and Additional Information sections, 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.
In our opinion, based on the work undertaken in the course of the audit:
¼ 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
¼ the Strategic Report and the Directors’ report have been prepared in accordance with applicable legal requirements.
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:
¼ 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;
¼ 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;
¼ certain disclosures of directors’ remuneration specified by law are not made; or
¼ we have not received all the information and explanations we require for our audit.
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:
¼ directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting as set out on pages 43
and 102;
¼ directors’ explanation as to its assessment of the Company’s prospects, the period this assessment covers and why the period is
appropriate as set out on pages 43 and 47;
¼ directors’ statement on whether it has a reasonable expectation that the Group will be able to continue in operation and meets its
liabilities as set out on pages 43 and 102;
¼ directors’ statement on fair, balanced and understandable as set out on page 102;
¼ the Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks as set out on page 48;
¼ the section of the annual report that describes the review of effectiveness of risk management and internal control systems as set
out on page 68; and
¼ the section describing the work of the Audit and Risk Committee as set out on page 66.
Responsibilities of Directors
As explained more fully in the Statement of Directors’ responsibilities as set out on page 102, 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.
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.
¼ We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined that the most
significant are those that relate to the reporting framework (IFRS, Companies Act 2006, the UK Corporate Governance Code and the
Listing Rules of the UK Listing Authority) and the relevant tax compliance regulations in the jurisdictions in which Harbour Energy plc
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, and bribery
and corruption practices. We understood how the Group is complying with those frameworks by making enquiries of management, legal
counsel and the Company Secretary. We corroborated the results of our enquiries through our review of Board minutes, papers provided
to the Audit and Risk Committee and correspondence received from regulatory bodies and noted there was no contradictory evidence.
¼ 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 to undertake fraud. We also considered performance
targets and their influence on efforts made by management to manage earnings or influence the perceptions of analysts. We engaged
our forensics specialists in assisting our assessment of the susceptibility of the Group’s financial statements to fraud. We have
determined there is a risk of fraud associated with management override in manual revenue journals that do not follow the expected
process. We performed audit procedures to address each identified fraud risk. These procedures were designed to provide reasonable
assurance that the financial statements as a whole are free from material misstatement, due to fraud or error.
¼ Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations, including
specific instructions to full scope components. Our procedures involved journal entry testing, with a focus on manual consolidation journals
and journals indicating large or unusual transactions based on our understanding of the business; enquiries of legal counsel, Group
management, Internal Audit, component management at all full and specific scope components; and focused testing, including in respect
of management override through manual revenue journals and specific searches derived from forensic investigations experience.
¼ Based on the results of our audit procedures, there were no significant instances of non-compliance with laws and regulations identified
at the Group or component level.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website
at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
The notes on pages 119 to 165 form part of these financial statements.
The financial statements on pages 114 to 165 were approved by the Board of Directors on 16 March 2022 and signed on its behalf by:
ALEXANDER KRANE
Chief Financial Officer
The Merger constituted a ‘reverse takeover’ of Premier by Chrysaor and has therefore been accounted for as a reverse acquisition
in accordance with IFRS 3 Business Combinations. The effect on the statement of changes in equity is that the capital structure
(Share capital and Share premium) is a continuation of the legal acquirer (Premier Oil plc), whilst the remaining reserves reflect
the accounting acquirer (Chrysaor Holdings Limited).
1. Corporate information
The consolidated financial statements of Harbour Energy plc (Harbour or the Company, formerly Premier Oil plc) for the year ended
31 December 2021 which comprise the Company and all its subsidiaries (the Group), were authorised for issue in accordance with a
resolution of the Directors on 16 March 2022. Harbour Energy plc is a limited liability company incorporated in Scotland and listed on the
London Stock Exchange. The Company’s registered office is 4th Floor, Saltire Court, 20 Castle Terrace, Edinburgh, EH1 2EN, United Kingdom.
In October 2020, Harbour Energy Limited entered into an agreement with Premier Oil plc (Premier) regarding an all-share Merger between
Premier and Harbour Energy Limited’s subsidiary, Chrysaor Holdings Limited (Chrysaor). Under the terms of the Merger, Premier legally
acquired Chrysaor through the issuance of consideration shares whilst Chrysaor was the acquiror for accounting purposes, primarily as a
result of its ability to appoint the Board of the enlarged group. The transaction completed on 31 March 2021, whereupon Premier, being
the legal acquirer and accounting acquiree, changed its name from Premier Oil plc to Harbour Energy plc.
The Merger constituted a ‘reverse takeover’ of Premier by Chrysaor and has therefore been accounted for as a reverse acquisition in
accordance with IFRS 3 Business Combinations. As a result, Premier is fully consolidated in the financial statements with effect from
31 March 2021, and all results prior to this date represent those of Chrysaor only.
The Group’s principal activities are the acquisition, exploration, development and production of oil and gas reserves on the UK and
Norwegian Continental Shelves, Indonesia, Vietnam and Mexico.
2. Accounting policies
Basis of preparation
The consolidated financial statements of the Group have been prepared on a going concern basis in accordance with International Financial
Reporting Standards (IFRS) in conformity with the requirements of the Companies Act 2006 and UK-adopted International Accounting
Standards. The analysis used by the Directors in adopting the going concern basis considers the various plans and commitments of the
Group as well as various sensitivity and reverse stress test analyses. Further details are within the Financial review and Viability Statement.
The Group financial statements are presented in US Dollars ($) and all values are rounded to the nearest $0.1 million except where
otherwise stated.
The financial statements have been prepared on the historical cost basis, except for certain financial assets and liabilities (including
derivative financial instruments) which have been measured at fair value.
The accounting policies which follow set out those policies which apply in preparing the financial statements for the year ended
31 December 2021. All accounting policies are consistent with those adopted and disclosed in Chrysaor’s 2020 Annual Report
and Financial Statements, other than where new policies have been adopted, and the comparatives are those of Chrysaor.
In addition, following the Merger with Premier and its material FPSO lease arrangements, the Group has adopted its leasing accounting
policy in relation to lease arrangements of a joint operation, see Leases.
Basis of consolidation
The Group financial statements consolidate the financial statements of the Company and its subsidiary undertakings drawn up to
31 December 2021. Subsidiaries are those entities over which the Group has control. Control is achieved where the Group has the
power over the subsidiary, is exposed, or has rights to variable returns from the subsidiary and has the ability to use its power to affect
its returns. All subsidiaries are 100 per cent owned by the Group and there are no non-controlling interests.
The results of subsidiaries acquired or disposed of during the year are included in the income statement from the effective date of
acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements
of subsidiaries acquired to bring the accounting policies used into line with those used by other members of the Group.
The Group’s strategic ambition is to achieve Net Zero by 2035 through several opportunities, including operational improvements, UK
offshore electrification, UK Carbon Capture and Storage (CCS) and the eventual cessation of production of mature fields. Where the Group
cannot reduce its Scope 1 and 2 emissions, it will invest in carbon offsets to achieve the goal of Net Zero. All new economic investment
decisions include the cost of carbon and opportunities are assessed on their climate-impact potential and alignment with Harbour Energy’s
Net Zero goal, taking into consideration both GHG volumes and intensity. Emissions reduction incentives are part of staff remuneration and
annual bonus schemes (refer to Remuneration Committee report). Additionally, the cost of borrowing is tied to our gross operated CO2
emissions performance, with GHG metrics being linked to our RBL interest expense, further incentivising our emissions reduction targets.
See key sources of estimation uncertainty: recoverability of oil and gas assets and goodwill for further information including sensitivity
analysis in relation to reasonably possible changes in price assumptions. Asset impairments were recognised during 2021 as a result of
underlying reservoir performance. In 2020, impairments were recognised on both assets and goodwill as a result of the prior commodity
price assumptions. See notes 10 and 12 for further information.
See accounting policy: property, plant and equipment for further information.
See judgements: exploration and evaluation expenditure and note 11 for further information.
On the basis that all other assumptions in the calculation remain the same, a 10 per cent increase in the cost estimates, and a 10 per cent
reduction in the applied discount rates used to assess the final decommissioning obligation, would result in increases to the decommissioning
provision of approximately $622 million and $93 million respectively. This change would be principally offset by a change to the value of the
associated asset unless the asset is fully depreciated, in which case the change in estimate is recognised directly within the income statement.
See key sources of estimation uncertainty: decommissioning costs for further information.
Segment reporting
The Group’s activities consist of one class of business – the acquisition, exploration, development and production of oil and gas reserves
and related activities, and are split geographically and managed in two business units: namely ‘North Sea’ and ‘International’.
Joint arrangements
A joint arrangement is one in which two or more parties have joint control. Joint control is the contractually agreed sharing of control of an
arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.
Exploration and production operations are usually conducted through joint arrangements with other parties. The Group reviews all joint
arrangements and classifies them as either joint operations or joint ventures depending on the rights and obligations of each party to
the arrangement and whether the arrangement is structured through a separate vehicle. The Group’s interest in joint operations, such
as exploration and production arrangements, are accounted for by recognising its:
A joint venture, which normally involves the establishment of a separate legal entity, is a contractual arrangement whereby the parties
that have joint control of the arrangement have the rights to the arrangement’s net assets. The results, assets and liabilities of a joint
venture are incorporated in the consolidated financial statements using the equity method of accounting. During 2021, the Group did
not have any interests in joint ventures.
Where the Group transacts with its joint operations, unrealised profits and losses are eliminated to the extent of the Group’s interest
in the joint operation.
Transactions recorded in foreign currencies are initially recorded in the entity’s functional currency by applying an average rate of
exchange. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange
ruling at the reporting date. All differences are taken to the income statement. Non-monetary assets and liabilities denominated in foreign
currencies are measured at historic cost based on exchange rates at the date of the transaction and subsequently not retranslated.
On consolidation, the assets and liabilities of the Group’s operations are translated at exchange rates prevailing on the balance sheet
date. Income and expense items are translated at the average monthly exchange rates for the year. Equity is held at historic cost and
is not retranslated. The resulting exchange differences are recognised as other comprehensive income or expense and are transferred
to the Group’s translation reserve.
When an overseas operation is disposed of, such translation differences relating to it are recognised as income or expense.
Business combinations
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the fair value of the
assets transferred, equity instruments issued and liabilities incurred or assumed at the date of completion of the acquisition. Acquisition
costs incurred are expensed and included in administrative expenses. Where applicable, the consideration for the acquisition includes any
asset or liability resulting from a contingent consideration arrangement, measured at its fair value at acquisition.
The identifiable assets, liabilities and contingent liabilities acquired that meet the conditions for recognition under IFRS 3 are recognised
at their fair value at the acquisition date, except that:
¼ Deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and measured
in accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits respectively.
¼ Lease arrangements that represent leases as defined by IFRS 16 Leases are recognised and measured in accordance with IFRS 16 Leases.
¼ Liabilities or equity instruments related to the replacement by the Group of an acquirer’s share-based payment awards are measured
in accordance with IFRS 2 Share-based Payment.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs,
the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted
during the measurement period, or additional assets or liabilities are recognised to reflect new information obtained about facts and
circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.
The measurement period is the period from the date of acquisition to the date the Group obtains complete information about facts
and circumstances that existed as of the acquisition date, subject to a maximum of one year.
Goodwill
In the event of a business combination or acquisition of an interest in a joint operation in which the activity constitutes a business, as
defined in IFRS 3 Business Combinations, the acquisition method of accounting is applied. Goodwill represents the difference between
the aggregate of the fair value of purchase consideration transferred at the acquisition date and the fair value of the identifiable assets,
liabilities and contingent liabilities acquired. If however, the fair value of the purchase consideration transferred is lower than the fair
value of the identifiable assets and liabilities acquired, the difference is recognised in the income statement as negative goodwill. Goodwill
is initially measured at cost. Following initial recognition, goodwill is measured at cost less any accumulated impairment. For the purpose
of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s
cash-generating units (CGUs), or groups of CGUs, that are expected to benefit from the combination, irrespective of whether other assets
or liabilities of the acquiree are assigned to those units. Goodwill is treated as an asset of the relevant entity to which it relates and
accordingly non-US Dollar goodwill is translated into US Dollars at the closing rate of exchange at each reporting date.
Pre-licence costs
Pre-licence costs are expensed in the period in which they are incurred.
Licence and property acquisition costs are reviewed at each reporting date to confirm that there is no indication that the carrying amount
exceeds the recoverable amount. If no future activity is planned or the related licence has been relinquished or has expired, the carrying
value of the property acquisition costs is written-off through the income statement. Upon recognition of proven reserves and internal
approval for development, the relevant expenditure is transferred to oil and gas properties within development and production assets.
All such capitalised costs are subject to technical, commercial and management review, as well as review for indicators of impairment at
least annually. This is to confirm the continued intent to develop or otherwise extract value from the discovery. When this is no longer the
case, the costs are written-off through the income statement.
When proven reserves of oil or natural gas are identified and development is sanctioned by management, the relevant capitalised
expenditure is first assessed for impairment and (if required) any impairment loss is recognised, then the remaining balance is
transferred to oil and gas properties within development and production assets. No amortisation is charged during the exploration
and evaluation phase.
The initial cost of an asset comprises its purchase price or construction cost, any costs directly attributable to bringing the asset into
operation, the initial estimate of the decommissioning obligation and, for qualifying assets (where relevant), borrowing costs. The
purchase price or construction cost is the aggregate amount paid and the fair value of any other consideration given to acquire the asset.
An item of development and production expenditure and any significant part initially recognised is derecognised upon disposal or when
no future economic benefits are expected. Any gain or loss arising on derecognition of the asset (calculated as the difference between
the net disposal proceeds and the carrying amount of the asset) is included in the income statement.
Expenditure on major maintenance refits, inspections or repairs comprises the cost of replacement assets or parts of assets, inspection
costs and overhaul costs. Where an asset, or part of an asset, that was separately depreciated and is now written-off is replaced and it is
probable that future economic benefits associated with the item will flow to the Group, the expenditure is capitalised. All other day-to-day
repairs and maintenance costs are expensed as incurred.
Transactions involving the purchase of an individual field interest, or a group of field interests, that do not constitute a business, are
treated as asset purchases irrespective of whether the specific transactions involve the transfer of the field interests directly or the
transfer of an incorporated entity. Accordingly, no goodwill and no deferred tax gross up arises, and the consideration is allocated to
the assets and liabilities purchased on an appropriate basis.
Proceeds on disposal are applied to the carrying amount of the specific intangible asset or oil and gas properties disposed of and any
surplus is recorded as a gain on disposal in the income statement.
(d) Decommissioning
Provision for decommissioning is recognised in full when the related facilities are installed. The amount recognised is the present value of
the estimated future expenditure. A corresponding amount equivalent to the provision is also recognised as part of the cost of the related
oil and gas property. This is subsequently depreciated as part of the capital costs of the production facilities. Any change in the present
value of the estimated expenditure is dealt with from the start of the financial year as an adjustment to the opening provision and the oil
and gas property. The unwinding of the discount is included as a finance cost.
Impairment indicators
Property, plant and equipment and intangible assets with finite useful lives are only tested for impairment when there is an indication
that they may be impaired. This is generally the result of significant changes to the environment in which the assets are operated or when
asset performance is significantly lower than expected.
The main impairment indicators used by the Group are described below:
Any impairment loss is recorded in the consolidated income statement under ‘Impairment of property, plant and equipment’. Impairment
losses recorded in relation to property, plant and equipment may be subsequently reversed if the recoverable amount of the assets
subsequently increases above carrying value. The increased carrying amount of an item of property, plant or equipment attributable to a
reversal of an impairment loss may not exceed the carrying amount that would have been determined (net of depreciation/amortisation)
had no impairment loss been recognised in prior periods.
Financial instruments
(a) Financial assets
The Group uses two criteria to determine the classification of financial assets: the Group’s business model and contractual cash flow
characteristics of the financial assets. Where appropriate the Group identifies three categories of financial assets: amortised cost, fair
value through profit or loss (FVTPL), and fair value through other comprehensive income (FVOCI).
For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is
required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs as allowed under IFRS 9.
Provision rates are calculated based on estimates including the probability of default by assessing counterparty credit ratings, as
adjusted for forward-looking factors specific to the debtors, the economic environment and the Group’s historical credit loss experience.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial
liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability.
The difference in the respective carrying amounts is recognised in the income statement.
For financial instruments not traded in an active market, the fair value is determined using appropriate valuation techniques.
Under IFRS 9, embedded derivatives are not separated from a host financial asset, and are classified based on their contractual terms
and the Group’s business model.
Equity
(i) Share capital
Share capital includes the total net proceeds, both nominal and share premium, on the issue of ordinary and preference shares of the Company.
Share-based payments
The Group has applied the requirements of IFRS 2 Share-based Payment. The Group has share-based awards that are equity 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 conditions. The fair value determined at the grant date of the equity-settled share-based payments is
expensed on a straight-line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest and adjusted
for the effect of non-market based vesting conditions. For cash-settled awards, a liability is recognised for the goods or service acquired.
Inventories
All inventories, except for petroleum products, are stated at the lower of cost and net realisable value. The cost of materials is the
purchase cost, determined on a first-in, first-out basis. Petroleum products and underlift and overlift positions are measured at net
realisable value using an observable year-end oil or gas market price, and are included in other debtors or creditors respectively.
Leases
Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the
Group. The finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on
the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of lease term and useful life. The
Group recognises right-of-use assets and lease liabilities on a gross basis and the recovery of lease costs from joint operations’ partners is
recorded as other income.
Right-of-use assets and lease liabilities arising from a lease are initially measured on a present value basis reflecting the net present value
of the fixed lease payments and amounts expected to be payable by the Group assuming leases run to full term. The Group has applied
judgement to determine the lease term for some lease contracts in which it is a lessee that include renewal options. The assessment of
whether the Group is reasonably certain to exercise such options impacts the lease term, which significantly impacts the amount of lease
liabilities and right-of-use assets recognised.
The lease payments are discounted using the Group’s incremental borrowing rates of between 1.5 per cent and 5.9 per cent, being the rate
that the Group would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with
similar terms and conditions.
To determine the incremental borrowing rate, the Group where possible:
¼ uses recent third party financing received by the individual lessee as a starting point, adjusted to reflect changes in financing conditions
since third party financing was received; and
¼ makes adjustments specific to the lease, for example term, country, currency and security.
The Group is exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the lease
liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability is reassessed
and adjusted against the right-of-use asset.
Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to
produce a constant periodic rate of interest on the remaining balance of the liability for each period.
Right-of-use assets are measured at cost comprising the following:
¼ the amount of the initial measurement of lease liability;
¼ any lease payments made at or before the commencement date less any lease incentives received; and
¼ any initial direct costs and restoration costs.
Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.
Payments associated with short-term leases and leases of low value assets are recognised on a straight-line basis as an expense in the
income statement. Short-term leases are leases with a lease term of 12 months or less.
For lease arrangements where all partners of a joint operation are considered to share the primary responsibility for lease payments
under a lease contract, the Group recognises its share of the respective right-of-use asset and lease liability. This situation is most
common where the parties of a joint operation co-sign the lease contract. The Group recognises a gross lease liability for leases entered
into on behalf of a joint operation where it has primary responsibility for making the lease payments. In such instances, if the
arrangement between the Group and the joint operation represents a finance sublease, the Group recognises a net investment in
sublease for amounts recoverable from non-operators whilst derecognising the respective portion of the gross right-of-use asset. The
gross lease liability is retained on the balance sheet. The net investment in sublease is classified as either trade and other receivables or
long-term receivables on the balance sheet according to whether or not the amounts will be recovered within 12 months of the balance
sheet date. Finance income is recognised in respect of net investment in subleases.
The expense relating to any provision is presented in the income statement net of any reimbursement. If the effect of the time value of money
is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risk specific to the liability. Where
discounting is used, the increase in the provision due to the passage of time is recognised as part of finance costs in the income statement.
Harbour Energy plc
126 Annual Report & Accounts 2021
Strategic report Governance Financial statements Additional information
The estimated cost of dismantling and restoring the production and related facilities at the end of the economic life of each field is
recognised in full when the related facilities are installed. The amount provided is the present value of the estimated future restoration
cost. A non-current asset is also recognised. Any changes to estimated costs or discount rates are dealt with prospectively.
The Group recognises provision for the estimated CO2 emissions costs when actual emissions exceed the emission rights granted and
still held. When actual emissions exceed the amount of emission rights granted, provision is recognised for the exceeding emission rights
based on the purchase price of allowance concluded in forward contracts or market quotations at the reporting date.
The Group operates a defined benefit pension scheme, which requires contributions to be made to a separately administered fund.
The cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at each
balance sheet date. Actuarial gains and losses are recognised immediately in the statement of comprehensive income.
The retirement benefit obligation recognised in the balance sheet represents the present value of the defined benefit obligation as
reduced by the fair value of plan assets. Any asset resulting from this calculation is limited to the present value of available refunds
and reductions in future contributions to the plan.
Trade payables
Initial recognition of trade payables is at fair value. Subsequently they are stated at amortised cost.
Taxes
(i) Current tax
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to
the taxation authorities. The tax rates and laws used to compute the amount are those that are enacted or substantively enacted at the
reporting date in the countries where the Group operates and generates taxable income.
Current income tax related to items recognised directly in other comprehensive income or equity is recognised in other comprehensive
income or directly in equity, not in the income statement.
¼ Deferred income tax assets are recognised only to the extent that it is probable that the taxable profit will be available against which the
deductible temporary difference, carried forward tax credits or tax losses can be utilised.
¼ Deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply when
the related asset is realised or liability is settled, based on tax rates and laws enacted or substantively enacted at the reporting date.
The carrying amount of the deferred income tax asset is reviewed at each balance sheet date and reduced to the extent that it is no
longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. The Group reassesses
any unrecognised deferred tax assets each year taking into account changes in oil and gas prices, the Group’s proven and probable
reserves and resources profile and forecast capital and operating expenditures.
¼ Deferred income tax assets and liabilities are offset only if a legally enforceable right exists to offset current assets against current tax liabilities,
the deferred income tax relates to the same tax authority and that same tax authority permits the Group to make a single net payment.
Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited in other comprehensive
income, in which case the deferred tax is also dealt with in other comprehensive income.
Over/underlift
Differences between the production sold and the Group’s share of production result in an overlift or an underlift. Overlift and underlift are
valued at net realisable value using an observable year-end oil or gas market price and included within payables or receivables
respectively. Movements during the accounting period are recognised within cost of sales.
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period
of time to get ready for its intended use or sale (a qualifying asset) are capitalised as part of the cost of the respective assets. Where the
funds used to finance a project form part of general borrowings, the amount capitalised is calculated using a weighted average of rates
applicable to relevant general borrowings of the Group during the period. All other borrowing costs are recognised in the income
statement in the period in which they are incurred.
On 1 January 2021, the Group has adopted the amendments to IFRS 9, IFRS 7, IFRS 4 and IFRS 16 Leases that are mandatory for application
for the financial year. The Phase 2 amendments provide temporary reliefs which address the financial reporting effects when an interbank
offered rate (IBOR) is replaced with an alternative RFR. Phase 2 provides practical expedients and reliefs in relation to modifications of
financial instruments and leases that arise from transition of IBORs to RFRs and further relief to hedge accounting requirements.
The adoption of the amended standards did not result in any material impact on the financial statements of the Group predominantly
since hedge accounting is applied to commodity-based hedging activities.
US LIBOR will cease publication after 30 June 2023 and will be replaced by SOFR (Secured Overnight Financing Rate). The Group has
variable rate RBL borrowings that reference US LIBOR, which are partially hedged using interest rate swaps also linked to US LIBOR.
The Group has agreed with the relevant counterparties that the timing and terms for the transition of the swap contracts to SOFR will
be aligned with the borrowings to reduce any future impact on the financial statements after transition.
The following table shows the financial instruments held by the Group as at 31 December 2021 which are referenced to US LIBOR that
will transition to SOFR by 30 June 2023.
Nominal value
RBL borrowings financial liabilities $ million
The nominal values in the table above also represent the carrying values of the RBL as at 31 December 2021.
The other pronouncements did not have any impact on the Group’s accounting policies and did not require retrospective adjustments.
The amendments introduced the definition of accounting estimates and included other amendments to IAS 8 to help entities distinguish
changes in accounting estimates from changes in accounting policies, with the distinction important because changes in accounting
estimates are applied prospectively only to future transactions and other future events, but changes in accounting policies are generally
also applied retrospectively to past transactions and other past events.
Amendments to IAS 12 – Deferred Tax related to Assets and Liabilities arising from a Single Transaction
On 7 May 2021, the IASB issued amendments to IAS 12 Income Taxes. The amendments require companies to recognise deferred tax
on transactions that, on initial recognition, give rise to equal amounts of taxable and deductible temporary differences. According to the
amended guidance, a temporary difference that arises on initial recognition of an asset or liability is not subject to the initial recognition
exemption if that transaction gave rise to equal amounts of taxable and deductible temporary differences. The proposed amendments will
typically apply to transactions such as leases for the lessee and decommissioning obligations. The amendments are effective for annual
reporting periods beginning on or after 1 January 2023.
IFRS 9 Financial Instruments – Fees in the ’10 per cent’ test for derecognition of financial liabilities
As part of its 2018-2020 annual improvements to IFRS standards process, the IASB issued an amendment to IFRS 9. The amendment
clarifies the fees that an entity includes when assessing whether the terms of a new or modified financial liability are substantially different
from the terms of the original financial liability. These fees include only those paid or received between the borrower and the lender, including
fees paid or received by either the borrower or lender on the other’s behalf. An entity applies the amendment to financial liabilities that are
modified or exchanged on or after the beginning of the annual reporting period in which the entity first applies the amendment.
The amendment is effective for annual reporting periods beginning on or after 1 January 2022 with earlier adoption permitted.
The Group will apply the amendments to financial liabilities that are modified or exchanged on or after the beginning of the annual
reporting period in which the entity first applies the amendment.
The amendments listed above are not expected to have a material impact on the Group.
Further information is provided in the Audit and Risk Committee report on pages 66 to 69.
3. Segment information
The chief operating decision maker, who is responsible for allocating resources and assessing performance of the Group’s business
segments, has been identified as the Chief Executive Officer.
The Group’s activities consist of one class of business being the acquisition, exploration, development and production of oil and gas
reserves and related activities, and are split geographically and managed in two regions, namely ‘North Sea’ and ‘International’. The
North Sea segment includes the UK and Norwegian Continental Shelves, and the ‘International’ segment includes Indonesia, Vietnam
and Mexico.
Income statement
2021 2020
$ million $ million
Revenue
North Sea 3,268.2 2,413.6
International 210.6 –
Total Group revenue 3,478.8 2,413.6
Other income
North Sea 139.0 24.2
International 0.2 –
Total Group revenue and other income 3,618.0 2,437.8
Group operating profit/(loss)
North Sea 699.3 (687.4)
International (59.0) –
Total Group operating profit/(loss) 640.3 (687.4)
Finance income 48.8 11.4
Finance expenses (374.6) (301.7)
Profit/(loss) before taxation 314.5 (977.7)
Income tax (expense)/credit (213.4) 199.3
Profit/(loss) for the financial year 101.1 (778.4)
Balance sheet
2021 2020
Segment assets $ million $ million
2021 2020
Segment liabilities $ million $ million
Other information
2021 2020
Capital expenditure $ million $ million
2021 2020
Depreciation, depletion and amortisation $ million $ million
2021 2020
Exploration and evaluation expenses and new ventures $ million $ million
Exploration costs written-off of $255.0 million (2020: $160.8 million) comprise $133.9 million (2020: $nil) related to the International
segment, in connection with the Group’s exits from exploration acreage in Brazil and the Sea Lion project in the Falkland Islands, and
$121.1 million (2020: $160.8 million) of write-offs in the North Sea business unit, primarily related to uncommercial drilling results from
the Dunnottar, Jerv and Ilder exploration wells, and UK licence relinquishments.
Revenue of $4,996.0 million (2020: $1,624.6 million) was from contracts with customers. This excludes realised hedging losses on
crude and gas sales in the year of $1,517.2 million (2020: $789.0 million gain).
Approximately 84 per cent (2020: 95 per cent) of the revenues were attributable to sales to energy trading companies of the Shell group.
The revenues for 2021 include the nine months of oil and gas production from the Premier business following the all-share Merger
described in note 14.
5. Operating profit
Stated after charging/(crediting):
2021 2020
Note $ million $ million
Exploration and evaluation expenditure and new ventures of $49.8 million (2020: $13.2 million) includes $14.4 million (2020: $nil)
of early project costs on new ventures incurred in respect of the Group’s interest in Carbon Capture and Storage (CCS) projects.
Expenses related to both short-term and low value lease arrangements are considered to be immaterial for reporting purposes.
The Company has a policy on the provision of non-audit services by the auditor which is aimed at ensuring their continued independence.
This policy is available on the Group’s website. The use of the external auditor for services relating to accounting systems or financial
statement preparations is not permitted, as are various other services that could give rise to conflicts of interest or other threats to the
auditors’ objectivity that cannot be reduced to an acceptable level by applying safeguards.
6. Staff costs
2021 2020
$ million $ million
2021 2020
Number Number
Staff costs above are recharged to joint venture partners where applicable, or are capitalised to the extent that they are directly
attributable to capital or decommissioning projects. The above costs include share-based payments as disclosed in note 25.
All employees were engaged in the acquisition, exploration, development and production of oil and gas reserves, and energy
transition activities.
The Group operates two defined contribution schemes and one defined benefit pension scheme for which further details are provided
in note 26.
Bank and financing fees include an amount of $38.9 million (2020: $17.0 million) relating to the amortisation of arrangement fees and
related costs capitalised against the Group’s long-term borrowings (note 21).
Net other interest includes an $11.6 million charge (2020: $4.9 million) which represents interest under a financing arrangement (note 21).
The amount of finance costs capitalised was determined by applying the weighted average rate of finance costs applicable to the
borrowings of the Group of 3.7 per cent to the expenditures on the qualifying assets.
Effective March 2021, the Group extended the maturity of its RBL facility from December 2025 to November 2027. The amended terms
did not represent a substantial modification to the terms of the facility and, therefore, the debt was not derecognised. A modification gain
of $13.9 million (2020: $nil) was recognised on amendment of the facility.
8. Income tax
The major components of income tax expense/(credit) for the years ended 31 December 2021 and 2020 are:
2021 2020
$ million $ million
The tax expense/(credit) in the income statement is disclosed as follows: 213.4 (199.3)
Income tax expense/(credit) on continuing operations 213.4 (199.3)
The tax (credit) in the statement of comprehensive income is as follows: (1,433.2) (71.3)
Tax (credit) on cash flow hedges (1,433.2) (71.3)
A reconciliation between total tax expense/(credit) and the profit/(loss) before taxation multiplied by the statutory rate of corporation tax and
supplementary charge applying to UK oil and gas production operations for the years ended 31 December 2021 and 2020 is as follows:
2021 2020
$ million $ million
The tax expense/(credit) reconciliation has been prepared based on the statutory rate of taxation applying to UK oil and gas production
because the majority of Group profit was generated on the UK Continental Shelf.
The future effective tax rate is impacted by the mix of jurisdictions in which the Group operates. The UK statutory tax rate for oil and gas
production operations is expected to remain a primary influence on the effective tax rate.
Deferred tax
The principal components of deferred tax are set out in the following tables:
2021 2020
$ million $ million
The Group’s deferred tax assets as at 31 December 2021 are recognised to the extent that taxable profits are expected to arise against
which the tax assets can be utilised. The Group assessed the recoverability of its UK ring fenced losses and allowances using corporate
assumptions which are consistent with the Group’s impairment assessment and business combination accounting (note 14). Based
on those assumptions, the Group expects to fully utilise its recognised UK tax losses and allowances. The recovery of the Group’s UK
decommissioning deferred tax asset is additionally supported by the ability to carry back decommissioning tax losses and set these
against ring fence taxable profits of prior periods.
The Group has unrecognised UK tax losses and allowances as at 31 December 2021 of approximately $343.1 million (2020: $12.5 million)
in respect of ring fence losses, $104.4 million (2020: $nil) in respect of ring fence investment allowance and $741.5 million (2020: $203.2
million) in respect of non-ring fence losses.
The Group also has unrecognised tax losses of approximately $212.8 million (2020: $nil) in respect of its International operations.
These losses include amounts of $148.5 million which will expire, primarily within five years.
No deferred tax has been provided on unremitted earnings of overseas subsidiaries, based on UK tax legislation which provides
exemption for foreign dividends from the scope of UK corporation tax, where relevant conditions are satisfied.
Changes in tax rate
Legislation was introduced in UK Finance Act 2021 to increase the main rate of UK corporation tax for non-ring fence profits from 19 per
cent to 25 per cent from 1 April 2023. This change did not have a material impact on the Group as the UK profits are primarily subject to
the UK ring fence tax rate.
9. Earnings per share
The calculation of basic earnings/(loss) per share is based on the profit/(loss) after tax and the weighted average number of Ordinary
Shares in issue during the period. Basic and diluted earnings per share are calculated as follows:
2021 2020
$ million $ million
The weighted number of average shares in the comparative period and prior to the acquisition date is based on number of shares of the
legal acquiree multiplied by the exchange ratio established in the Merger agreement. From the date of acquisition the weighted number
of Ordinary Shares are that of the legal acquirer.
The effect of equity warrants and certain share options outstanding at 31 December 2021 were anti-dilutive as their exercise price was
greater than market price and, therefore, was not included in the calculation of diluted earnings/(loss) per share.
10. Goodwill
2021 2020
Note $ million $ million
Goodwill represents the difference between the aggregate of the fair value of purchase consideration transferred at the acquisition date
and the fair value of the identifiable assets.
The goodwill balance consists of balances arising from the completion of the all-share Merger between Premier Oil plc and Chrysaor
Holdings Limited in March 2021, on Chrysaor Holdings Limited’s acquisition of the ConocoPhillips UK business, and of the UK North Sea
assets from Shell, which completed on 30 September 2019 and 1 November 2017 respectively.
Goodwill acquired through business combinations has been allocated to two groups of cash-generating units (CGUs), being North Sea,
of $1,278.1 million (2020: $990.0 million) and International, of $49.0 million (2020: $nil), and these are therefore the lowest levels at
which goodwill is reviewed.
The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired. At the year-end,
the Group tested for impairment in accordance with accounting policy and no impairment was identified (2020: impairment of $411.4 million).
Management’s commodity price curve assumptions are benchmarked against a range of external forward price curves on a regular basis.
The first two years reflect the market forward prices curves transitioning to a long-term price thereafter. The long-term commodity prices
used were $65 per barrel for crude and 60p per therm for gas, which are inflated at 2 per cent per annum from 1 January 2024.
Production volumes are based on life of field production profiles for each asset within the CGU. Proven and probable reserves are estimates
of the amount of oil and gas that can be economically extracted from the Group’s oil and gas assets. The Group estimates its reserves using
standard recognised evaluation techniques and they are assessed at least annually by management and by an independent consultant.
Proven and probable reserves are determined using estimates of oil and gas in place, recovery factors and future commodity prices.
Operating expenditure, capital expenditure and decommissioning costs, which have been inflated at 2 per cent per annum from 1 January
2024, are derived from the Group’s business plan.
Foreign exchange rates are based on management’s long-term rate assumptions, with reference to a range of underlying economic indicators.
Cost
At 1 January 2020 425.2 40.0 10.0 475.2
Additions 90.1 50.2 – 140.3
Reduction in decommissioning asset 20 (3.0) – – (3.0)
Disposals – – – –
Transfers to property, plant and equipment 32.6 – – 32.6
Unsuccessful exploration written-off (160.8) – – (160.8)
Currency translation adjustment 7.2 4.7 0.3 12.2
At 31 December 2020 391.3 94.9 10.3 496.5
Additions 210.0 30.2 – 240.2
Additions from business combinations and joint arrangements 14 596.7 0.4 – 597.1
Increase in decommissioning asset 20 10.4 – – 10.4
Transfers to property, plant and equipment (139.5) – – (139.5)
Prior capitalised costs expensed – (4.7) – (4.7)
Unsuccessful exploration written-off (255.0) – – (255.0)
Currency translation adjustment (0.5) (1.4) (0.1) (2.0)
At 31 December 2021 813.4 119.4 10.2 943.0
Accumulated amortisation
At 1 January 2020 – 16.0 5.6 21.6
Charge for the year – 17.2 1.7 18.9
Currency translation adjustment – 1.6 0.3 1.9
At 31 December 2020 – 34.8 7.6 42.4
Charge for the year – 26.1 1.6 27.7
Currency translation adjustment – (0.7) (0.1) (0.8)
At 31 December 2021 – 60.2 9.1 69.3
Net book value
At 31 December 2020 391.3 60.1 2.7 454.1
At 31 December 2021 813.4 59.2 1.1 873.7
The exploration write-off of $255.0 million (2020: $160.8 million), which relates to costs associated with licence relinquishments and
uncommercial well evaluations, is net of a $6.3 million credit (2020: $nil) relating to the effect of changes in decommissioning provisions
on oil and gas intangible assets previously written-off.
An increase to decommissioning assets of $10.4 million (2020: decrease of $3.0 million) was made during the year as a result of an
update to decommissioning estimates (note 20).
Non-oil and gas assets relate primarily to Group IT software. The capacity rights represent National Transmission System (NTS) entry
capacity at Bacton and Teesside acquired as part of the business combination completed in 2017. These rights have a remaining useful
life of one year and are amortised on a contractual volume basis.
Cost
At 1 January 2020 9,258.3 21.1 9,279.4
Additions 414.9 1.1 416.0
Transfers to intangible assets (32.6) – (32.6)
Increase in decommissioning asset 20 257.6 – 257.6
Currency translation adjustment 97.8 0.6 98.4
At 31 December 2020 9,996.0 22.8 10,018.8
Additions 464.5 4.4 468.9
Additions from business combinations and joint arrangements 14 1,814.3 4.2 1,818.5
Transfers from intangible assets 139.5 – 139.5
Disposals – (0.3) (0.3)
Decrease in decommissioning asset 20 (357.8) – (357.8)
Currency translation adjustment (34.5) (0.3) (34.8)
At 31 December 2021 12,022.0 30.8 12,052.8
Accumulated depreciation
At 1 January 2020 1,613.1 9.8 1,622.9
Charge for the year 1,168.9 5.7 1,174.6
Impairment charge 644.0 – 644.0
Currency translation adjustment 54.2 0.7 54.9
At 31 December 2020 3,480.2 16.2 3,496.4
Charge for the year 1,204.1 5.5 1,209.6
Impairment charge 117.2 – 117.2
Disposals – (0.1) (0.1)
Currency translation adjustment (16.6) (0.4) (17.0)
At 31 December 2021 4,784.9 21.2 4,806.1
Net book value
At 31 December 2020 6,515.8 6.6 6,522.4
At 31 December 2021 7,237.1 9.6 7,246.7
During the year, the Group recognised a pre-tax impairment charge of $117.2 million (post-tax $70.3 million) (2020: pre-tax $644.0
million; post-tax $386.4 million) within the income statement. This represents a write-down of property, plant and equipment assets
of $108.7 million (2020: $712.1 million) and a pre-tax impairment of $8.5 million (2020: $68.1 million credit) in respect of revisions
to decommissioning estimates on the Group’s non-producing assets with no remaining net book value (see note 20).
The impairment to property, plant and equipment arises primarily due to cessation of production from the Millom field, part of the Group’s
East Irish Sea assets, and from a single CGU in the UK North Sea, driven primarily by underlying reservoir performance. Impairments on
property, plant and equipment are reversible in the future.
The Group uses the fair value less cost of disposal method (FVLCD) to calculate the recoverable amount of the cash-generating units (CGU)
consistent with a level 3 fair value measurement (see note 22). In determining the recoverable value, appropriate discounted-cash-flow valuation
models were used, incorporating market-based assumptions. Management’s commodity price curve assumptions are benchmarked against
a range of external forward price curves on a regular basis. Individual field price differentials are then applied. The first two years reflect the
market forward prices curves transitioning to a long-term price from 2024, thereafter inflated at 2 per cent per annum. The long-term
commodity prices used were $65 per barrel for crude and 60p per therm for gas.
Operating expenditure, capital expenditure and decommissioning costs are derived from the Group’s business plan. The discount rate
reflects management’s estimate of the Group’s Weighted Average Cost of Capital (WACC), see note 10 for further details. Foreign
exchange rates are based on management’s long-term rate assumptions, with reference to a range of underlying economic indicators.
Reductions or increases in the long-term oil and gas prices of 10 per cent are considered to be reasonably possible changes for the
purpose of sensitivity analysis. Decreases to the long-term oil and gas prices specified above would result in a further post-tax
impairment of $73.3 million. A 10 per cent increase in the long-term oil and gas price deck would reduce the post-tax impairment charge
by $35.7 million. Considering the discount rates, the Group believes a 1 per cent increase in the post-tax rate is considered to be a
reasonable possibility for the purpose of sensitivity analysis. A 1 per cent increase in the post-tax rate would lead to a further post-tax
impairment of $28.3 million, and a 1 per cent decrease in the post-tax rate would reduce the post-tax impairment charge by $31.1
million. The impairment was calculated as detailed above.
A decrease in the decommissioning assets of $357.8 million (2020: increase of $257.6 million) was made during the year as a result
of both new obligations and an update to the decommissioning estimates (note 20).
Further information on additions from business combinations and joint arrangements can be found in note 14.
Included within property, plant and equipment additions of $468.9 million (2020: $416.0 million) are associated cash flows of $437.4
million (2020: $457.6 million) and non-cash flow movements of $31.5 million (2020: ($41.6 million)), represented by a $9.0 million
increase in capital accruals (2020: $58.2 million decrease) and $22.5 million of capitalised lease depreciation (2020: $16.6 million).
2021 2020
Lease liabilities $ million $ million
Additions of $612.5 million, which arise primarily from business combinations (see note 14) of $567.9 million and $42.7 million from a
new drilling rig contract, were made to the right-of-use assets during the year (2020: $nil).
The significant portion of the Group’s lease liabilities represent lease arrangements for FPSO vessels on the Catcher and Chim Sáo assets.
The lease liabilities and associated right-of-use-assets have been calculated by reference to in-substance fixed lease payments in the
underlying agreements incurred throughout the non-cancellable period of the lease along with periods covered by options to extend the
lease where the Group is reasonably certain that such options will be exercised. When assessing whether extension options were likely
to be exercised, assumptions are consistent with those applied when testing for impairment.
(ii) The consolidated income statement includes the following amounts relating to leases:
2021 2020
Depreciation charge of right-of-use assets $ million $ million
Of the $30.7 million (2020: $28.2 million) capitalised IFRS 16 lease depreciation, $22.5 million (2020: $16.6 million) has been
capitalised within property, plant and equipment and $8.2 million (2020: $11.6 million) within provisions (note 20).
2021 2020
Note $ million $ million
The total cash outflow for leases in 2021 was $160.4 million (2020: $60.5 million).
The Merger constituted a ‘reverse takeover’ of Premier by Chrysaor and has therefore been accounted for as a reverse acquisition in
accordance with IFRS 3 Business Combinations. As a result, Premier is fully consolidated in the financial statements with effect from
31 March 2021, and all results prior to this date represent those of Chrysaor only.
Premier was an upstream exploration and production company with its primary assets located in the UK North Sea, Vietnam and Indonesia.
The Merger brought together two complementary businesses and created the largest independent oil and gas company listed on the London
Stock Exchange with a strong balance sheet and significant international growth opportunities.
A Purchase Price Allocation (PPA) exercise has been performed under which the identifiable assets and liabilities of Premier were recognised
at fair value.
Fair value
$ million
Assets
Exploration, evaluation and other intangible assets 597.1
Property, plant and equipment – oil and gas assets 1,814.3
Property, plant and equipment – non-oil and gas assets 4.2
Property, plant and equipment – right-of-use assets 567.9
Long-term receivables 258.8
Deferred tax 1,549.2
Inventories 15.2
Trade and other receivables 291.0
Derivative financial instruments 9.2
Cash and cash equivalents 97.4
5,204.3
Liabilities
Trade and other payables (317.5)
IFRS 16 lease liabilities (637.8)
Deferred tax (183.1)
Provision for decommissioning (1,683.0)
Derivative financial instruments (153.7)
Short-term debt (2,219.3)
Deferred income (33.6)
Other provisions (34.5)
(5,262.5)
Fair value of identifiable net liabilities acquired (58.2)
Fair value of shares acquired 285.7
Transaction cost adjustments (4.6)
Cost of acquisition 281.1
Goodwill recognised 339.3
A provisional PPA exercise was completed and presented within the Group’s 2021 Half-Year results. As is permitted under IFRS 3
Business Combinations, if during a maximum measurement period of one year from the acquisition date, the Group identifies additional
assets or liabilities based on new information obtained about facts and circumstances that existed at the acquisition date, then those
assets and liabilities should be recognised at that date.
As a result, the decommissioning provision has increased by $130.2 million from that presented in the provisional PPA presented in the
Half-Year results, and the deferred tax asset increased by $40.4 million, resulting in a net increase to goodwill of $89.8 million.
The fair values of the oil and gas assets and intangible assets acquired have been determined using valuation techniques based on
discounted cash flows using forward curve commodity prices and estimates of long-term prices consistent with those applied by
management when testing assets for impairment, a discount rate based on market observable data and cost and production profiles
generally consistent with the 2P reserves acquired with each asset. Where applicable other observable market information has also
been used. The decommissioning provisions recognised have been estimated based on Harbour’s internal estimates with reference
to observable market data, including rig rates.
The fair value of debt facilities has been determined based on the total fair value of cash paid and new shares issued to creditors
to satisfy Premier’s historical debt arrangements.
The consideration was measured using the closing market price of Premier’s Ordinary Share capital and the number of shares in issue
immediately before the acquisition date. The transaction cost adjustments relate to share-based payment charges accruing prior to
31 March 2021 and certain transaction costs settled by Premier on behalf of Chrysaor which have been recognised as an expense
within general and administrative expenses.
Goodwill of $339.3 million has been recognised on the acquisition, representing the excess of the total consideration transferred over the
fair value of the net assets acquired. The goodwill arises principally because of the following factors:
1. The ability to deliver cost synergies as a result of combining the two businesses.
2. The avoidance of costs that would otherwise have been incurred by Chrysaor as a result of an initial stock exchange listing.
3. The expertise and experience of the acquired business, particularly with respect to fulfilling the obligations of a UK listed entity.
4. The requirement to recognise deferred tax liabilities for the difference between the assigned fair values and the tax bases of assets acquired.
Acquisition related costs of $13.5 million and $26.5 million were incurred by the Group and recognised as an expense within general
and administrative expenses within 2020 and 2021 respectively.
From the date of acquisition, the acquired business contributed $815.6 million of revenue and a loss of $89 million to the profit before
tax from continuing operations of the Group. Had the acquisition completed at 1 January 2021, the business would have contributed
revenue of $1,078.5 million in the year to 31 December 2021, and a loss of $93.9 million towards the profit before tax.
15. Inventories
2021 2020
$ million $ million
Inventories of consumables and subsea supplies include a provision of $8.5 million (2020: $8.9 million) where it is considered that the
net realisable value is lower than the original cost.
Inventories recognised as an expense during the year ended 31 December 2021 amounted to $3.3 million (2020: $3.3 million).
These expenses are included within production costs.
Trade debtors are non-interest bearing and are generally on 20 to 30 days’ terms. As at 31 December 2021, there were no trade
receivables that were past due (2020: $nil).
Prepayments and accrued income mainly comprise amounts due, but not yet invoiced, for the sale of oil and gas. Other debtors mainly
relate to amounts due from joint venture partners.
The carrying value of the trade and other receivables are equal to their fair value as at the balance sheet date.
2021 2020
Non-current $ million $ million
The decommissioning funding asset relates to the Decommissioning Liability Agreement entered into with E.ON whereby E.ON agreed to
part fund Premier’s share of decommissioning the Johnston and Ravenspurn North assets. Under the terms of the agreement, E.ON will
reimburse 70 per cent of the decommissioning costs between a range of £40 million to £130 million based on Premier’s net share of the
total decommissioning cost of the two assets. This results in maximum possible funding of £63 million from E.ON. At 31 December 2021,
a long-term decommissioning funding asset of $67.1 million has been recognised utilising the year-end $/£ exchange rate and underlying
assumptions consistent with those used for the corresponding decommissioning provision.
Included within cash at bank and in hand balances is $23.9 million (2020: $nil) held as security for the Mexican letters of credit and
performance bonds relating to Andaman (Indonesia) E&E licences.
Cash at bank earns interest at floating rates based on daily bank deposit rates. The Group only deposits cash with major banks of high
quality credit standing.
18. Commitments
Capital commitments
As at 31 December 2021, the Group had commitments for future capital expenditure amounting to $451.1 million (2020: $231.1 million).
Where the commitment relates to a joint arrangement, the amount represents the Group’s net share of the commitment. Where the Group
is not the operator of the joint arrangement then the amounts are based on the Group’s net share of committed future work programmes.
2021 2020
Non-current $ million $ million
Other payables, within both current, $24.1 million (2020: $46.0 million) and non-current $nil (2020: $24.4 million), includes the present
value of additional completion payments payable to ConocoPhillips Company as part of the acquisition of the ConocoPhillips UK business.
The remaining amount is payable in late 2022.
Deferred income includes $20.8 million in relation to the closing year-end fair value payable to FlowStream. In June 2015, Premier
received $100.0 million from FlowStream in return for granting them 15 per cent of production from the Solan field until sufficient barrels
have been delivered to achieve the rate of return within the agreement. This balance is being released to the income statement within
revenue as barrels are delivered to FlowStream from production from Solan. The estimated fair value includes unobservable inputs and
is level 3 in the IFRS 13 hierarchy and is held at fair value through profit and loss. The balance has reduced by $12.8 million since the
completion of the Merger reflecting the impact of barrels delivered to FlowStream and a change in estimate following an increase in the
long-term oil price assumption resulting in a debit to the income statement within finance expense.
Deferred income of $16.1 million (2020: $nil) is expected to be delivered to FlowStream within the next 12 months and has been
classified as a current liability, with the balance of $4.7 million classified as non-current liabilities.
20. Provisions
Decommissioning
provision Other Total
Note $ million $ million $ million
Non-current Current
liabilities liabilities Total
Classified within $ million $ million $ million
Of the $17.1 million (2020: $29.9 million) decommissioning provision additions, $14.7 million (2020: $29.9 million) relates to oil and
gas tangible assets, and $2.4 million (2020: nil) to oil and gas intangible assets.
These provisions have been created based on internal and third party estimates. Assumptions based on the current economic
environment have been made, which management believe are a reasonable basis upon which to estimate the future liability. These
estimates are reviewed regularly to consider any material changes to the assumptions. However, actual decommissioning costs will
ultimately depend upon market prices for the necessary decommissioning work required, which will reflect market conditions at the
relevant time. In addition, the timing of decommissioning liabilities will depend upon the dates when the fields become economically
unviable, which in itself will depend on future commodity prices and climate change, which are inherently uncertain.
Other provisions relate to a provision for an onerous contract in respect of the termination cost of the rig which had been operating on
the Schiehallion field, but no future approved activities have resulted in the contract being terminated. Also included within other
provisions is a termination benefit provision in Indonesia of $25.3 million (2020: $nil), where the Group operates a Service, Severance
and Compensation pay scheme under a Collective Labour Agreement with the local workforce.
2021 2020
$ million $ million
The deferred fees shown in current and non-current assets reflect the expected amortisation of fees within earlier periods where there is no
expected repayment of principal.
Interest of $17.4 million (2020: $2.8 million) on the Reserve Based Lending facility (RBL), High Yield Bond and Exploration Financing Facility
(EFF) had accrued by the balance sheet date and has been classified within accruals.
The key terms of the RBL facility are:
¼ term extended to 23 November 2027;
¼ facility size now at $4.5 billion (with $0.75 billion accordion option);
¼ debt availability currently at $3.32 billion;
¼ debt availability to be redetermined on an annual basis;
¼ interest at USD LIBOR plus a margin of 3.25 per cent, rising to a margin of 3.5 per cent from November 2025;
¼ the incorporation of a margin adjustment linked to carbon emission reductions; and
¼ the syndication group now stands at 19 banks.
The $400 million junior facility was fully repaid and cancelled in October 2021 through issuance of a $500 million High Yield Bond.
The remaining proceeds were used to pay legal fees and pay down some of the drawn debt on the senior facility. The bond was issued
under Rule 144A and has a tenor of five years to maturity. The coupon was set at 5.50 per cent and interest is payable semi-annually.
Certain fees are also payable, including fees on available commitments at 40 per cent of the applicable margin and commission on
letters of credit issued at 50 per cent of the applicable margin.
Since 2019, Chrysaor has been operating within an Exploration Financing Facility, currently for NOK 1 billion, in relation to part-financing the
exploration activities of Chrysaor Norge AS. At the balance sheet date, the amount drawn down on the facility was NOK 396 million/$44.9
million (2020: NOK 124 million/$14.5 million).
A further $77.2 million of arrangement fees and related costs were capitalised in 2021 following amendments to the RBL facility which
became effective from March 2021, related to replacement of Premier’s debt prior to completion of the Merger. In addition, $10.9 million
of arrangement fees and related costs were capitalised as part of the issuance of the High Yield Bond in October 2021, and $0.4 million
capitalised following further drawdowns on the EFF. These amounts are being amortised over the term of the relevant arrangement.
At 31 December 2021, $136.0 million of arrangement fees and related costs remain capitalised (2020: $72.5 million), of which $43.6
million are due to be amortised within the next 12 months (2020: $20.4 million).
During the year $38.9 million (2020: $17.0 million) of arrangement fees and related costs have been amortised and are included within
financing costs. Also included is a $13.9 million modification gain (2020: nil) following a maturity extension of the RBL debt prior to the
completion of the Merger.
At the balance sheet date, the outstanding RBL balance excluding incremental arrangement fees and related costs was $2,438 million
(2020: $1,918 million including the $400 million junior facilities). As at 31 December 2021, $884 million remained available for
drawdown under the RBL facility.
On 15 March 2021, a partial cash redemption of the 10 per cent unsecured D loan notes of $135.7 million took place, and on 30 March
2021, the outstanding balance of the D loan notes, with a principal and accrued interest value of $134.7 million, was exchanged for
16,186,811 F Ordinary Shares of £0.0001 each.
The Group has facilities to issue up to $1.25 billion of letters of credit, of which $796 million was in issue as at 31 December (2020:
$557 million), mainly in respect of future abandonment liabilities.
Other loans represent a commercial financing arrangement with Baker Hughes (formerly BHGE), covering a three-year work programme
for drilling, completion and subsea tie-in of development wells on Harbour’s operated assets. As part of the deal, Baker Hughes
contributes to the costs of the work programme by funding a portion of the capital expenditure, in exchange for a greater exposure to
returns, as well as risks, should certain targets and success criteria, both operational and geological, be met. Interest on this financing
arrangement has been calculated using the effective interest method with reference to the expected cash flows, using an estimated
reserve case.
$ million
1 The accumulated gains and losses relating to carbon swaps, interest rate and foreign exchange derivatives recognised in the hedge reserve as at 31 December 2020 have been
recycled to the income statement in the current period, along with gains and losses arising in the year to 31 December 2021.
Part of the consideration received on the sale of Chrysaor’s interest in a pre-production development in 2015 to Premier was a royalty
interest, which prior to 2021 was recognised on the balance sheet as a financial asset. Subsequent to the Merger with Premier to form
Harbour Energy plc, the royalty agreement was terminated in May 2021.
¼ Level 1: fair value measurements are derived from unadjusted quoted prices for identical assets or liabilities.
¼ Level 2: fair value measurements include inputs, other than quoted prices included within level 1, which are observable directly or indirectly.
¼ Level 3: fair value measurements are derived from valuation techniques that include significant inputs not based on observable data.
There were no transfers between fair value levels in the year. The movements in the year associated with financial assets and liabilities
measured in accordance with level 3 of the fair value hierarchy are shown below:
The agreement with the sellers of the UK North Sea assets purchased by the Group in 2017 included contingent consideration
dependent on future commodity prices. The final contingent payment was settled in full during 2020.
Fair value movements recognised in the income statement on financial instruments are shown below:
2021 2020
Income/(expense) included in the income statement $ million $ million
2021 2020
The fair values of the loan notes are within level 2 of the fair value hierarchy and have been estimated by discounting all future cash flows
by the relevant market yield curve at the balance sheet date adjusted for an appropriate credit margin. The fair values of other financial
instruments not measured at fair value including cash and short-term deposits, trade receivables, trade payables and floating rate
borrowings equate approximately to their carrying amounts.
The following table indicates the volumes, average hedged price and timings associated with the Group’s financial commodity derivatives.
Volumes hedged through fixed price contracts with customers for physical delivery are excluded.
Position as at 31 December 2021 2022 2023 2024 2025
As at 31 December 2021, the fair value of net financial commodity derivatives designated as cash flow hedges, all executed under ISDA
agreements with no margining requirements, was a net payable of $3,867.7 million (2020: net receivable of $141.7 million) and net
unrealised pre-tax losses of $3,454.2 million (2020: gains $113.0 million) were deferred in other comprehensive income in respect
of the effective portion of the hedge relationships. Amounts deferred in other comprehensive income will be released to the income
statement as the underlying hedged transactions occur. As at 31 December 2021, net deferred pre-tax losses of $2,495.9 million
(2020: gains $117.4 million) are expected to be released to the income statement within one year.
The Group’s senior management oversees the management of financial risks. The Group’s senior management ensures that financial
risk-taking activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed
in accordance with Group policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist
teams that have the appropriate skills, experience and supervision. It is the Group’s policy that no trading in derivatives for speculative
purposes shall be undertaken.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.
Market risk comprises three types of risk: commodity price risk, interest rate risk and foreign currency risk. Financial instruments mainly
affected by market risk include loans and borrowings, deposits and derivative financial instruments.
The sensitivity analyses in the following sections relate to the position as at 31 December 2021 and 2020.
The following table summarises the impact on the Group’s pre-tax profit and equity from a reasonably foreseeable movement in commodity
prices on the fair value of commodity based derivative instruments held by the Group at the balance sheet date.
The interest rate financial instruments in place at the balance sheet date are shown below:
As at 31 December 2021
As at 31 December 2020
The interest rate and currency profile of the Group’s interest-bearing financial assets and liabilities are shown below:
The following table illustrates the indicative pre-tax effect on profit and equity of applying a reasonably foreseeable increase in interest
rates to the Group’s financial assets and liabilities at the balance sheet date.
2021
US Dollar interest rates +100 basis points (1.6) –
2020
US Dollar interest rates +100 basis points (15.0) 25.2
The Group enters into forward contracts as a means of hedging its exposure to foreign exchange rate risks. As at 31 December 2021, the
Group had £20.0 million hedged at a forward rate of $1.3903/£1 for the period to January 2022 and EUR18.4 million hedged at forward
rates of between EUR1.1926 and EUR1.2030/£1 for the period January 2022 to December 2022.
As at 31 December 2020, the Group had £135.0 million hedged at forward rates of between $1.2321 and $1.2990/£1 for the period
January 2021 to November 2021.
The following table demonstrates the sensitivity to a reasonably foreseeable change in US Dollar against Pound Sterling with all
other variables held constant, of the Group’s profit before tax (due to foreign exchange translation of monetary assets and liabilities).
The impact of translating the net assets of foreign operations into US Dollars is excluded from the sensitivity analysis.
Effect on Effect on
profit before tax equity
Market movement $ million $ million
2021
US Dollar/Pound Sterling 10% strengthening 284.5 –
US Dollar/Pound Sterling 10% weakening (284.5) –
2020
US Dollar/Pound Sterling 10% strengthening 163.8 18.5
US Dollar/Pound Sterling 10% weakening (163.8) (18.5)
The Group only sells hydrocarbons to recognised and creditworthy parties, typically the trading arm of large, international oil and gas
companies. An indication of the concentration of credit risk on trade receivables is shown in note 4, whereby the revenue from one
customer exceeds 84 per cent of the Group’s consolidated revenue.
The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are internationally recognised
banking institutions and are considered to represent minimal credit risk.
There are no significant concentrations of credit risk within the Group unless otherwise disclosed, and credit losses are expected to be
near to zero. The maximum credit risk exposure relating to financial assets is represented by carrying value as at the balance sheet date.
The table below summarises the maturity profile of the Group’s financial liabilities at 31 December 2021 and 2020 based on contractual
undiscounted payments.
The maturity profiles in the above tables reflect only one side of the Group’s liquidity position and will be recorded in the income
statement against future production and revenue which are recognised on the balance sheet as assets. Interest bearing loans and
borrowings and trade payables mainly originate from the financing of assets used in the Group’s ongoing operations such as property,
plant and equipment and working capital such as inventories. These assets are considered part of the Group’s overall liquidity risk.
The rights and restrictions attached to the Ordinary Shares are as follows:
¼ Dividend rights: the rights of the holders of Ordinary Shares shall rank pari passu in all respects with each other in relation to dividends.
¼ Winding up or reduction of capital: on a return of capital on a winding up or otherwise (other than on conversion, redemption or
purchase of shares) the rights of the holders of Ordinary Shares to participate in the distribution of the assets of the Company available
for distribution shall rank pari passu in all respects with each other.
¼ Voting rights: the holders of Ordinary Shares shall be entitled to receive notice of, attend, vote and speak at any General Meeting of the Company.
The rights and restrictions attached to the non-voting deferred shares are as follows:
¼ They will have no voting or dividend rights and, on a return of capital or on a winding up of the Company, will have the right to receive
the amount paid up thereon only after holders of all Ordinary Shares have received, in aggregate, any amounts paid up on each
Ordinary Share plus £10 million on each Ordinary Share. The Non-Voting Deferred Shares will not give the holder the right to receive
notice of, nor attend, speak or vote at, any general meeting of the Company.
¼ one Ordinary Share with a nominal value of 0.0001 pence each; and
¼ one Non-voting Deferred Share with a nominal value of 12.4999 pence each.
Following the subdivision of shares, the Company issued 14,253,203,210 shares in consideration for the acquisition of Chrysaor
Holdings Limited. In addition to the consideration shares, 3,331,916,120 shares were issued to former creditors of the Company in
connection with the restructuring of the Company’s debt, as announced on 16 December 2020.
On 25 June 2021, the Company undertook a consolidation of its shares whereby 1 new Ordinary Share of 0.002 pence each was issued
for every 20 existing Ordinary Shares of 0.0001 pence each previously held. As at 31 December 2021, the Company had 925,532,639
shares of 0.002 pence each in issue.
2021
Own shares $ million
At 1 January 2021 –
Additions from business combinations and joint arrangements 0.6
Purchase of ESOP Trust shares 3.3
Release of shares (0.2)
At 31 December 2021 3.7
The own shares represent the net cost of shares in Harbour Energy plc purchased in the market or issued by the Company into the
Harbour Energy plc Employee Benefit Trust. This ESOP Trust holds shares to satisfy awards under the Group’s share incentive plans.
At 31 December 2021, the number of Ordinary Shares of 0.002 pence each held by the Trust was 775,523.
For the year ended 31 December 2021, the total cost recognised by the Company for share-based payment transactions was $13.4 million.
A credit of $13.4 million has been recorded in retained earnings for all equity-settled payments of the Company. Like other elements of
remuneration, this charge is processed through the time-writing system which allocates cost, based on time spent by individuals, to various
entities within the Harbour Energy plc group. Part of this cost is therefore recharged to the relevant subsidiary undertakings, part is
capitalised as directly attributable to capital projects and part is charged to the income statement as operating costs, pre-licence exploration
costs or general and administration costs.
Details of the various share incentive plans currently in operation are set out below.
All LTIP awards are granted in the form of nil-cost options or conditional share awards and therefore there is no exercise price payable on
the exercise of these awards.
For further details of the LTIP awards, including the performance conditions of the PSAs granted in 2021, please refer to the Directors’
Remuneration Report.
The following table shows the movement in the number of LTIP awards:
2021
(million)
Outstanding at 1 January –
Additions from business combinations and joint arrangements 1
31.2
Granted pre-share consolidation 23.1
Vested pre-share consolidation (0.6)
Forfeited pre-share consolidation (0.8)
20 to 1 share consolidation (50.3)
Granted post-share consolidation 18.0
Vested post-share consolidation –
Forfeited post-share consolidation (0.1)
Outstanding at 31 December2 20.5
LTIP awards totalling 0.03 million shares (adjusted for the 20 to 1 share consolidation) were vested during the period. The weighted
average remaining contractual life of the LTIP awards at 31 December 2021 was 2.0 years.
The following table lists the inputs to the model used in respect of the PSA awards granted during the financial year.
2021
The weighted average fair value of the PSA awards granted in 2021 was $1.57.
Expected volatility was determined by reference to both the historical volatility of the Company and the historical volatility of a group
of comparable quoted companies over a period in line with the expected term assumption.
2021
Weighted
Options average
(million) exercise price
Outstanding at 1 January – –
Additions from business combinations and joint arrangements 10.3 £5.82
20 to 1 share consolidation (9.8) –
Granted during the year – –
Lapsed during the year (0.1) £6.01
Exercised during the year 1
– –
Outstanding as at 31 December 0.4 £5.78
1 No Ordinary Shares were issued under the SAYE scheme during 2021.
No SAYE options were exercised during 2021. The SAYE options outstanding at 31 December 2021 had exercise prices ranging from
£5.53 to £20.09 and a weighted average remaining contractual life of 1.9 years.
2021 2020
$ million $ million
Unfunded pensions
The Group is paying an unfunded pension to a former director of Premier in the UK in regard to which annual increases and a reversionary
spouse’s pension apply on the same basis as to pensions paid under the Scheme.
On the same actuarial basis as used to assess the Scheme’s pension costs, the present value as at 31 December 2021 of the future
payments projected to be made in respect of UK unfunded pensions is $0.7 million.
Funded pensions
The Group operates a defined benefit pension scheme in the UK – The Retirement and Death Benefits Plan (the Scheme), primarily
inflation-linked annuities based on an employee’s length of service and final salary. The Scheme is closed to new members.
The disclosures set out below are based on calculations carried out as at 31 December 2021 by a qualified independent actuary.
The figures have been prepared in compliance with IAS 19 Employee Benefits.
The Scheme’s assets are held in a separate trustee-administered fund to meet long-term pension liabilities to beneficiaries. The Trustee
of the Scheme is required to act in the best interest of the Scheme’s beneficiaries. The appointment of trustee directors is determined by
the trust documentation.
The liabilities of the defined benefit Scheme are measured by discounting the best estimate of future cash flows to be paid out of the
Scheme using the projected unit credit method. This amount is reflected in the surplus or the deficit in the balance sheet. The projected
unit credit method is an accrued benefits valuation method in which the Scheme liabilities make allowance for the projected earnings.
The liabilities set out in this note have been calculated using membership data current as at 31 December 2021. The results of the
calculations and the assumptions adopted are shown below.
As at 31 December 2021, contributions are payable to the Scheme by the Group at the rates set out in the schedule of contributions
signed by the trustees on 23 March 2021. Under this schedule, the Company contributes on a monthly basis at the rate of 30 per cent
of the aggregate of members’ pensionable salaries.
Principal assumptions
At 31 December At 31 December
2021 2020
Asset breakdown – the major Scheme assets as a percentage of total Scheme assets are:
2021 2020
% %
Equities 41.2 –
Gilts 29.3 –
Corporate bonds 29.1 –
Cash 0.4 –
Total 100.0 –
1 The trustees have certain rights to grant benefit increases to members and accordingly it has been concluded the Group does not have an unconditional right to the surplus by way of a refund.
(Gain)/loss from changes in the financial assumptions for value of Scheme liabilities (1.7) –
(Gain)/loss from changes in the demographic assumptions for value of Scheme liabilities – –
Changes due to experience adjustments 0.4 –
Return on assets (excluding amounts included in net interest on the net defined benefit liability (asset)) (2.9) –
Change in the effect of the asset ceiling excluding amounts included in net interest on the net defined liability 4.2 –
Currency translation effects 0.1 –
Other comprehensive income 0.1 –
Statement of amount recognised in profit and loss and other comprehensive income:
2021 2020
$ million $ million
The below table shows the sensitivity of the IAS 19 balance sheet position to small changes in some of the assumptions. Where one
assumption has been changed all the other assumptions are kept as disclosed above.
Change from
Revised disclosed
(surplus)/deficit (surplus)/deficit
$ million $ million
¼ the interest on the defined benefit liability/(asset) from 31 December 2021 is 1.8% p.a.;
¼ contributions to the Scheme will continue throughout 2022 in accordance with the current Schedule of Contributions in place at the date
of signing this report; and
¼ there will be no changes to the terms of the Scheme.
2021 2020
$ million $ million
Before year-end the Company entered into a secondment agreement with EIG to second two EIG employees to work for Harbour for an
initial period of up to six months from 1 December 2021. The secondment agreement provides that the secondees will work for Harbour
on a substantially full-time basis which may be terminated or extended with the agreement of the parties. The secondees, who are both
familiar with Harbour’s business and assets, will provide the Company with additional support and expertise on a temporary basis.
Remuneration of key management personnel, including Directors of the Group, is shown below:
2021 2020
$ million $ million
Note:
2021 data includes remuneration of key management personnel for the Chrysaor Holdings Group in the three months to 31 March 2021.
29. Dividends
A dividend of $100.0 million is proposed for the year ended 31 December 2021 (2020: $nil).
The Group has assessed and will continue to assess the implications of the events in Ukraine. Currently there is considered to be no
material impact to Group’s financial performance or position.
The Company confirmed that the Directors intend to submit a proposal to shareholders at the Company’s forthcoming Annual General
Meeting for a general authority to purchase the Company’s own Ordinary Shares. The Directors believe that the Board should be afforded
the flexibility to be able to buy back the Company’s shares when it is in the best interests of shareholders to do so and will result in an
increase in earnings per share. The resolution will specify the maximum number of shares that can be acquired (approximately 15 per
cent of the issued of Ordinary share capital) and the minimum and maximum prices at which they may be bought. Any share purchased
under the authority granted by the resolution will either be cancelled or may be held as treasury shares. In accordance with the Listing
Rules, a further announcement would be made by the Company in the event that the Directors intend to commence a programme to
repurchase shares.
Notes:
(i) Held directly by the Company. All other companies are held through a subsidiary undertaking.
(ii) Registered office – Brettenham House, Lancaster Place, London, United Kingdom, WC2E 7EN.
(iii) Registered office – 23 Lower Belgrave Street, London, United Kingdom, SW1W ONR.
(iv) Registered office – Haakon VII’s gate 1, 4th Floor, 0161 Oslo, Norway.
(v) Registered office – Riverside One, Sir John Rogerson’s Quay, Dublin 2, Ireland.
(vi) Registered office – 4th Floor, Saltire Court, 20 Castle Terrace, Edinburgh, EH1 2EN.
(vii) Registered office – IFC 5, St Helier, Jersey, JE1 1ST.
(viii) Registered office – Herikerbergweg 88, 1101 CM, Amsterdam, Netherlands.
(ix) Registered office – Commerce House, Wickhams Cay 1, Road Town, Tortola, VG1110.
(x) Registered office – Rua Lauro Müller, 116 – Sala 3201, Botafogo, Rio de Janeiro – CEP: 22.290-160, Brazil.
(xi) Registered office – Presidente Masaryk 111, Piso 1, Polanco V Seccion, Mexico City, CP 11560, Mexico.
(xii) Registered office – Level 5, Mill Court, La Charroterie, St Peter Port, Guernsey, GY1 1EJ.
(xiii) Registered office – 31/F, Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong.
(xiv) Registered office – Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111.
2021 2020
Note $ million $ million
Assets
Non-current assets
Investments in subsidiaries 3 4,965.6 565.5
Long-term employee benefit plan surplus 7 0.8 1.0
Long-term receivables 4 2,782.6 –
Total non-current assets 7,749.0 566.5
Current assets
Trade and other receivables 4 4.8 1,403.8
Total current assets 4.8 1,403.8
Current liabilities
Trade and other payables 5 (10.9) (2.9)
Derivative financial instruments – (40.9)
Borrowings 6 – (204.4)
Net current(liabilities)/assets (6.1) 1,155.6
Non-current liabilities
Borrowings 6 (489.5) –
Long-term employee benefit plan deficit 7 (0.7) (0.8)
Net assets 7,252.7 1,721.3
Profit for the year ending 31 December 2021 was $104.3 million (2020: $20.4 million).
The financial statements, including the notes, of Harbour Energy plc (registered number SC234781) on pages 166 to 169 were approved
by the Board of Directors on 16 March 2022 and signed on its behalf by:
ALEXANDER KRANE
Chief Financial Officer
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under that standard in relation to
accounting standards issued but not yet effective or implemented, share-based payment information, financial instruments, capital
management, presentation of comparative information in respect of certain assets, presentation of a cash flow statement and certain
related party transactions.
The financial statements have been prepared on a going concern basis. Further information relating to the going concern assumption
is provided in the Financial review on page 38.
Where required, the equivalent disclosures are given in the consolidated financial statements. Key sources of estimation uncertainty
disclosure are provided in the Accounting policies and in relevant notes to the consolidated financial statements as applicable. Details
of the Company’s share-based payment schemes are provided in note 25 of the consolidated financial statements.
The financial statements have been prepared on the historical cost basis except for the remeasurement of certain financial instruments
to fair value. The principal accounting policies adopted are the same as those set out on pages 119 to 130 to the consolidated financial
statements except as noted below. Investments in subsidiaries are stated at cost less, where appropriate, provisions for impairment.
Other comprehensive expense for the year was $0.2 million (2020: $0.8 million).
The auditors’ remuneration for audit and other services is disclosed in note 5 to the consolidated financial statements.
At 1 January 565.5
Additions 4,400.1
At 31 December 4,965.6
As a result of the all-share Merger between Premier and Chrysaor on 31 March 2021 Premier legally acquired Chrysaor through the
issuance of 14,253,203,210 consideration shares at a price of 22.4p per share ($0.3087 per share).
A list of all investments in subsidiaries held at 31 December 2021, including the name and type of business, the country of operation
and the country of incorporation or registration, is given in note 31 to the consolidated financial statements.
4. Receivables
2021 2020
Current $ million $ million
2021 2020
Non-current $ million $ million
Amounts owed by subsidiary undertakings include loans that are interest bearing and are repayable on demand, although the
Company has confirmed that it has no current intention to call on the loans until at least 12 months from the date of the approval
of these financial statements.
The carrying value reflects an impairment provision required under IFRS 9, which was calculated using the Group’s 12-month probability
of default.
The carrying values of the Company’s debtors approximate their fair value.
The carrying values of the Company’s creditors approximate their fair value.
6. Borrowings
2021 2020
In October 2021 the Company issued a $500 million High Yield Bond under Rule 144A and has a tenor of five years to maturity.
The coupon was set at 5.5 per cent and interest is payable semi-annually.
The borrowings at 31 December 2020 relate to £150.0 million of UK retail bonds, which were put in place as part of a £500.0 million
Euro Medium Term Notes (EMTN) programme. On completion of the Merger with Chrysaor in March 2021, these were settled via a
combination of cash and equity.
The carrying value of the bonds are stated in the Company balance net of the unamortised portion of the debt arrangement fee
of $10.5 million (2020: $0.4 million).
9. Share capital
Further details of these items are disclosed in note 24 of the consolidated financial statements.
10. Dividends
A dividend of $100.0 million is proposed for the year ended 31 December 2021 (2020: $nil).
This consolidated report provides information in accordance with DTR 4.3A in respect of payments made by the Company and its subsidiaries
to governments for the year ended 31 December 2021 and in compliance with the Reports on Payments to Governments Regulations 2014
(SI 2014/3209), as amended by the Reports on Payments to Governments (Amendment) Regulations 2015 (SI 2015/1928).
The payments disclosed are based on where the obligation for the payment arose: payments levied at a project level have been disclosed
at a project level and payments levied at a corporate level have been disclosed on that basis.
The payments disclosed are for the 12 month period ending 31 December 2021.
Within the UK Regulations, a project is defined as being the operational activities which are governed by a single contract, licence, lease,
concession or a similar legal agreement. The Company undertakes extractive activities in different types of fiscal petroleum regimes and
therefore the types of payments disclosed vary from country to country. For the purposes of our reporting, for the UK, individual licences
have been grouped into geographical hubs and are classified as projects; for the Falkland Islands, Brazil and Norway we have classified
each individual licence as a project, whereas for Indonesia, Vietnam and Mexico each PSC arrangement has been classified as a project.
All of the payments disclosed have been made to national governments, either directly or through a Ministry or Department, or to a
national oil company, who have a working interest in a particular licence. For projects where we are the operator we have disclosed the
full payment made on behalf of the project; where we have a non-operated interest we have not disclosed payments made on our behalf
by another party.
In line with the UK Regulations, where a payment or a series of related payments do not exceed $118,336 (£86,000), they have not been
disclosed. Where the aggregate payments made in the period for a project or country are less than $118,336 we have not disclosed the
payments made for this project or country.
Our total economic value distributed to all stakeholders can be found on page 34 of the Annual Report.
Reporting currency: Payments disclosed in this report have been disclosed in US Dollars, consistent with the rest of the 2021 Annual
Report. Where actual payments have been made in a currency other than US Dollars, they have been translated using the prevailing
exchange rate when the payment was made.
Production entitlements in barrels: Includes non-cash royalties and state non-participating interest paid in barrels of oil or gas out of the
Group’s working interest share of production in a licence. The figures disclosed are on a cash paid liftings basis.
Income taxes: This represents cash tax calculated on the basis of profits including income or capital gains and taxes on production. Income
taxes are usually reflected in corporate income tax returns. The cash payment of income taxes occurs in the year in which the tax has arisen
or up to one year later. Income taxes also include any cash tax rebate received from the government or revenue authority during the year.
Income taxes do not include fines and penalties. In accordance with the UK Regulations, payments made in relation to sales, employee,
environmental or withholding taxes have not been disclosed.
Dividends: This includes dividends that are paid in lieu of a production entitlement or royalty. It does not include any dividends paid to a
government as an ordinary shareholder.
Royalties: This represents cash royalties paid to governments during the year for the extraction of oil or gas. The terms of the royalties are
described within our PSCs and can vary from project to project within one country. Export duties paid in kind have been recognised within
the royalties category. The cash payment of royalties occurs in the year in which the tax has arisen.
Bonus payments: This represents any bonus paid to governments during the year, usually as a result of achieving certain milestones,
such as a signature, discovery or production bonuses.
Licence fees: This represents licence fees, rental fees, entry fees and other consideration for licences and/or concessions paid for
access to an area during the year (with the exception of signature bonuses which are captured within bonus payments). For 2021, this
also includes the exit fee paid for the operated Brazil licence 717.
Infrastructure improvement payments: This represents payments made in respect of infrastructure improvements for projects that are
not directly related to oil and gas activities during the year. This can be a contractually obligated payment in a PSC or a discretionary
payment for building/improving local infrastructure such as roads, bridges and ports.
Infrastructure
Production Production Income Royalties; Bonus Licence improvement
Licence/company entitlements entitlements taxes cash only Dividends payments fees payments Total
Country level bbls ‘000s $ ‘000s $ ‘000s $ ‘000s $ ‘000s $ ‘000s $ ‘000s $ ‘000s $ ‘000s
Brazil CE-M-717-R11 – – – – – – 41,103 – 41,103
Total Brazil – – – – – – 41,103 – 41,103
Falkland Sea Lion – – – – – – 400 – 400
Islands Corporate – – – – – – 1,080 1,080
Total Falkland Islands – – – – – – 1,480 – 1,480
Indonesia Natuna Sea Block A 4,097 250,779 55,990 – – – – – 306,769
Total Indonesia 4,097 250,779 55,990 – – – – – 306,769
Mexico Block 11 – – – – – – 837 – 837
Block 13 – – – – – – 837 – 837
Total Mexico – – – – – – 1,674 – 1,674
Norway Corporate – – (20,440) – – – – – (20,440)
Total Norway – – (20,440) – – – – – (20,440)
United Central North Sea – – (747) – – – 6,843 – 6,096
Kingdom Southern North Sea – – (11,240) – – – 1,625 – (9,615)
East Irish Sea – – – – – – 1,800 – 1,800
West of Shetland – – – – – – 193 – 193
Other – – – – – – 247 – 247
Corporate – – 257,778 – – – – – 257,778
Total UK – – 245,791 – – – 10,708 – 256,499
Vietnam Chim Sáo 202 14,040 – – – 450 – – 14,490
Corporate – – 13,097 8,636 – – – – 21,733
Total Vietnam 202 14,040 13,097 8,636 – 450 – – 36,223
1 Volumes reflect internal estimates. ERCE as a competent independent person has audited the Group’s 2P net entitlement and working interest reserves as at 31 December 2021 and
ERCE considers these to be fair and reasonable as per the SPE Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information. ERCE has also audited c. 80 per
cent of the Group’s 2C contingent resources as at 31 December 2021 and is of the opinion that Harbour’s estimates are fair and reasonable. Further, ERCE believes that if its audit had
included all of Harbour’s 2C resources then it would have been able to express the same opinion.
2 Conversion of gas volumes from bcf to boe is determined using an energy conversion of 5.8 mmbtu per boe. Fuel gas is not included in these estimates.
3 2P reserves as at 31 December 2020 reflect internal estimates of Chrysaor’s reserves as at that date.
4 Acquisition volumes reflects Premier’s volumes acquired following the completion of the Merger on 31 March 2021. Acquisition volumes have been adjusted from Premier year-end 2020
estimates through deduction of production from Q1 2021 and removal of fuel gas, which Harbour does not include in 2P reserves estimates.
5 The most material 2P reserves revision is related to the Tolmount field based on the outcome of the 2021 development drilling programme.
6 Harbour’s net entitlement 2P reserves are lower than its working interest 2P reserves for its International assets, reflecting the terms of the Production Sharing Contracts.
The Group provides for amortisation of costs relating to evaluated properties based on direct interests on an entitlement basis, which
incorporates the terms of the PSCs in Indonesia and Vietnam. On an entitlement basis, reserves were 481.1 mmboe as at 31 December
2021. This was calculated at 31 December 2021, using the following oil and gas price assumptions: $75/bbl and 150p/therm in 2022,
$70/bbl and 100p/therm in 2023 and $65/bbl and 60p/therm in real terms thereafter.
Note:
These lists are not exhaustive. Harbour Energy also holds a number of operated and non-operated interests in fields on the UK Continental Shelf that have ceased production and are in or
are entering decommissioning, as well as operated exploration, appraisal and pre-development interests.
Infrastructure
Norway
Associated fields/
Location Asset Operator Harbour equity discoveries
PL038D Block 15/12 OKEA 35.0% Grevling
PL956 Block 25/8 Vår Energi 15%
PL973 Block 15/12 Harbour 50.0%
PL973B Block 15/12 Harbour 50.0%
PL974 Block 15/12 OKEA 40.0% Storskrymten
PL1032 Blocks 2/7 and 2/10 Lundin 40.0%
PL1033 Blocks 1/9 and 2/7 OMV 40.0%
PL1034 Block 15/12 Harbour 60.0%
PL1046 Blocks 24/3, 24/6, 25/1 & 25/4 Harbour 40.0%
PL1058 Blocks 6307/1 and 6407/10 Equinor 40.0%
PL1060 Blocks 6407/8 and 6407/9 Equinor 20.0%
PL1066 Block 6507/3 Aker BP 50.0% Galtvort
PL1087 Blocks 2/2 & 2/5 Harbour 50.0%
PL1089 Blocks 1/5 & 1/6 Lundin 50.0%
PL1092 Blocks 15/6 & 9 Lundin 50.0%
PL1093 Blocks 16/4, 5, 6, 8 & 9 Harbour 50.0%
PL1113 Blocks 6407/8, 9 & 11 Neptune 30.0%
PL1114 Blocks 640/7/7. 8, 10 & 11 Harbour 40.0%
CAGR Compound annual growth rate LTIR Lost Time Injury Rate (relating to Harbour’s employees
and contractors, and operated assets only)
CGU Cash-generating unit
LWDC Lost work day cases
Chrysaor Chrysaor Holdings Limited and subsidiaries
M&A Mergers and acquisitions
COP Cessation of production
The Merger All share merger between Premier Oil plc and Chrysaor Holdings
CPRs Competent Person Reports Limited, effective 31 March 2021 via a reverse takeover
DD&A Depreciation, depletion and amortisation mmbbls Million barrels
DTA Deferred tax asset mmboe Million barrels of oil equivalent
E&E Exploration and evaluation MODU Mobile Offshore Drilling Unit
E&P Exploration and production MSA Matching Share Awards
EBITDA Earnings before interest, tax, depreciation and amortisation mscf Thousand standard cubic feet
EBITDAX Earnings before interest, tax, depreciation, amortisation mt Metric tonne
and exploration
MTC Medical treatment cases
EIA Environmental Impact Assessment
NOK Norwegian Krone
EIS Environmental Impact Statement
NSTA North Sea Transition Authority
EMTN Euro Medium Term Notes
OGA Oil and Gas Authority
EPA Equity Pool Awards
ORB Order Book of Retail Bonds
ERM Enterprise risk management
PB3 OPT PB3 PowerBuoy®
ESG Environmental, social and governance
Premier Premier Oil plc and subsidiaries
ExCo Executive Committee
PSA Performance Share Awards
FDP Field development plan
PSC Production sharing contract
FEED Front end engineering and design PVSP Premier Value Share Plan
FPSO Floating production, storage and offtake vessel RSA Restricted Share Award
FVOCI Fair value through other comprehensive income RWDC Restricted work day cases
FVTPL Fair value through profit or loss SAYE Save As You Earn
GBP Pound Sterling SDGs UN Sustainable Development Goals
GHG Greenhouse gas SIP Share Incentive Plan
GRI Global Reporting Initiative SPA Sale and Purchase Agreements
GSA Gas Sales Agreement Tcf Trillion cubic feet
HiPo High potential incidents TCFD Task Force on Climate-related Financial Disclosures
HiPoR High Potential Incident Rate te Tonnes
HSES Health, safety, environment and security TRIR Total Recordable Injury Rate
HSFO High Sulphur Fuel Oil TSR Total shareholder return
IAS International Accounting Standards UNGC UN Global Compact
IASB International Accounting Standards Board USD US Dollar
IEA International Energy Agency USPP US Private Placement
IFRIC IFRS Interpretations Committee WTI West Texas Intermediate
IFRSs International Financial Reporting Standards 2C Best estimate of contingent resources
IOGP International Association of Oil and Gas Producers 2P Proven and probable reserves
Non-IFRS measures
Harbour uses certain measures of performance that are not specifically defined under IFRS or other generally accepted accounting
principles. These non-IFRS measures, which are presented within the Financial review, are defined below:
¼ Capital investment: Depicts how much the Group has spent on purchasing fixed assets in order to further its business goals and
objectives. It is a useful indicator of the Group’s organic expenditure on oil and gas assets, and exploration and appraisal assets,
incurred during a period.
¼ DD&A per barrel: Depreciation and amortisation of oil and gas properties for the period divided by working interest production.
This is a useful indicator of ongoing rates of depreciation and amortisation of the Group’s producing assets.
¼ EBITDAX: Earnings before tax, interest, depreciation and amortisation, impairments, remeasurements, onerous contracts
and exploration expenditure. This is a useful indicator of underlying business performance.
¼ Free Cash Flow: Operating cash flow less cash flow from investing activities less interest and lease payments.
¼ Leverage ratio: Net Debt/EBITDAX.
¼ Liquidity: The sum of cash and cash equivalents on the balance sheet and the undrawn amounts available to the Group on our
principal facilities. This is a key measure of the Group’s financial flexibility and ability to fund day-to-day operations.
¼ Net Debt: Total senior and junior debt, High Yield Bond and Exploration Financing Facility (net of the carrying value of unamortised fees)
less cash and cash equivalents recognised on the consolidated balance sheet. This is an indicator of the Group’s indebtedness and
contribution to capital structure.
¼ Operating cost per barrel: Direct operating costs (excluding over/underlift) for the period, including tariff expense, insurance costs
and mark-to-market movements on emissions hedges, less tariff income, divided by working interest production. This is a useful
indicator of ongoing operating costs from the Group’s producing assets.
Dividend history
Details of dividend payments made are
included within the Shareholder Information
section of the Investors area of the Company
website: harbourenergy.com
Notes
Head office
Harbour Energy plc
23 Lower Belgrave Street
London
SW1W 0NR
harbourenergy.com