Annual Report (ESEF) • Feb 28, 2024
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Download Source FileBW Energy is a dynamic oil and gas enterprise engaged in the procurement, enhancement, and extraction of established oil and natural gas reserves.
BW Energy is making good headway executing our strategy for growth and long-term value creation. We have achieved major milestones in Gabon and Brazil and further crystallised the Kudu potential, all while continuing to grow and develop as a company with a diversified asset base and production on both sides of the Atlantic Ocean. In October, we reached one of our long-term ambitions when touching 50,000 operated barrels per day, confirming the excel-lent reservoir quality and potential of our fields in Gabon and Brazil. However, we also faced our share of headwinds through delays in execution and equipment challenges, impacting production and test-ing our patience. These challenges will be sorted out in due course. BW Energy expects the current high energy demand and prices to continue into 2024 and beyond. With our unique approach, combin-ing active infrastructure-led asset maturation, phased developments of proven resources and repurposing of existing energy infrastruc-ture, we are set to generate significant value for our stakeholders.
In Gabon, we spudded the first Hibiscus well in the Dussafu Marin licence in January 2023 and achieved first oil in April, before bring-ing three further wells onstream and starting up the second gas lift compressor on BW Adolo FPSO. Shortly after the October production peak, well equipment challenges started to curtail pro-duction. We immediately implemented a programme for diagnosis, repair and replacement. Currently, four ESPs (electrical submers-ible pumps) have been retrieved and sent to the manufacturer for analysis, and we will resolve the situation and produce the deferred barrels. Fortunately, the challenges are related to equipment and not the reservoir. The Hibiscus reservoir has exceeded our expectations. Full year production from Dussafu ended up at 6.3 million barrels (gross). This was lower than we expected at the start of the year, but still an increase of 63% compared to 2022. Four Hibiscus wells have been drilled and completed from the MaBoMoplatform. As part of the Hibiscus / Ruche Phase 1 devel-opment programme, we appraised the Hibiscus South satellite structure and recorded a further substantial oil discovery. The appraisal well has been converted to a producer and is a low-cost and low-risk expansion of the Dussafu production and reserve base. The ongoing drilling programme aims to increase total Dussafu production capacity up to the FPSO nameplate of ~40,000 barrels per day.
In Brazil, we declared ‘first oil’ in August after assuming owner-ship of FPSO Cidade de Vitóriaand operatorship of the Golfinho and Camarupim Clusters and the BM-ES-23 block. In November, we also took over operations of the FPSO Cidade de Vitória. The delayed field takeover affected the accumulated production of 1.34 million barrels of oil for the year. However, daily produc-tion at Golfinho has exceeded our expectations since assuming ownership. We are focused on optimising the Golfinho output and are pre-paring for two planned infill wells to boost oil and gas production from 2027. We also pivoted the Maromba field development from a subsea project to a dry-tree, well-head platform supported by an FPSO to reduce investments. We expect to complete the revised development plan in 2024; expected production remains at 30-40,000 barrels per day.
The Kudu field, in the Orange Basin, offers Namibia a path to elec-trification based on natural gas as a transition fuel with materially lower carbon emissions than the current imported coal power. The Kudu gas-to-power project is a key enabler for the regional energy security and transition. This is supported by our circular develop-ment concept of re-purposing a semi-submersible drilling rig to unlock significant resources and long-term value from gas sales. We have initiated early preparations for a Kudu exploration well following last year’s completion of the 3D seismic survey over the entire licence. Early data interpretations have enhanced our reservoir model and identified multiple new targets. Recent drill-ing results from adjacent licences also underpin the significant potential of the Orange Basin offshore Namibia.
We are fully committed to our proven business model of phased development of untapped discoveries to reduce risk, investments and time from project start to first oil. By re-using existing energy infrastructure, we support energy security, affordability and tran-sition. I would like to extend my gratitude to the entire BW Energy team and the Board of Directors for their dedication and support throughout the year. The hard work is bearing fruit. We are on track to deliver increased oil production and strong cash generation in 2024 with the completion of the Hibiscus / Ruche Phase 1 development programme, including start-up of production from the Hibiscus South and Ruche fields and ESP replacements, combined with a full-year contribution from Golfinho in Brazil. A strong balance sheet with USD 194 million in cash at the end of 2023, and proven access to global credit markets, support the execution of our long-term growth strategy and commitment to return value to shareholders after Maromba starts producing.
Carl K. Arnet
CEO of BW Energy
| 2023 | 2022 | |
|---|---|---|
| Operating revenue | 507.3 | 277.6 |
| EBITDA | 241.0 | 154.2 |
| EBIT (non-GAAP) | 141.1 | 94.1 |
| Net profit/(loss) | 81.0 | 45.0 |
| Total assets | 1740.4 | 1215.7 |
| Equity | 697.6 | 615.3 |
| Equity ratio | 40 | 51.0 |
| Market capitalisation (31 December 2023) | 6966 | 6485 |
| 5.94 mmboe | 2023 net production |
| 580 mmboe | Certified net reserves and resources |
| 20.3 mmboe | Net production inception to date |
| 2.34 million Hours Worked – BW Energy & contractors | |
| 2 Lost time injuries (LTIs including contractors) |
BW Energy is an independent energy company, utilising existing offshore oil and gas production facilities to reduce development costs, accelerate project delivery and minimise carbon emissions. The BW Energy organisation is agile and moves quickly and oppor-tunistically to pursue value. It has succeeded where other oil and gas exploration and production companies have failed to execute a profitable solution. Employing an infrastructure-led development strategy allows for tailored solutions to unlock existing brownfield production and undeveloped greenfield discoveries. This facili-tates short lead time from investment decision to cash generation, reduced capital exposure and project risk, while yielding attractive returns at the current forward prices for oil and gas. Executing its strategy, BW Energy intends to deliver growth, attractive long-term risk-adjusted returns, and strong cash flow generation to the benefit of shareholders through share price appreciation and dividends. BW Energy seeks to create long-term value for its partners, employees, and for the countries in which it operates. BW Energy integrates sustainability into the company’s mindset and business practices to responsibly develop and produce oil and gas fields. BW Energy is committed to efficient, reliable, and compliant operations with zero harm to people, the environment, and the communities in which it operates. Integrated into BW Energy’s sustainability strategy is a long-term focus on gas.# BW Energy Limited | Annual Report 2023
BW Energy plans to apply its strategy to efficiently develop greenfield and brownfield gas opportunities. For brownfield gas opportunities, BW Energy will acquire fields with existing oil production that can be further developed into long-term gas production. This enables upfront cash generation that will be reinvested to capture additional value from gas sales and potential downstream power generation. Backed by a highly competent team with exploration and production experience across various disciplines and major basins worldwide, BW Energy benefits from a unique heritage in offshore production infrastructure development. The Company’s entrepreneurial culture fosters innovation, driving forward exploration and development programmes. BW Energy strives to ensure that employees, contractors, and suppliers have the right training, tools, and knowledge to support safe execution of its strategy. BW Energy’s proven business model is designed to deliver superior returns and growth at modest investment levels, using proven and tested development concepts and existing infrastructure. The business model is efficient in gaining access to opportunities resulting in lower cost of entry.
BW Energy foresees oil and gas remaining integral to the world’s energy mix for years to come and acknowledges the need to address carbon emissions to combat climate change. BW Energy’s strategy enables efficient field developments which support ongoing energy transition, as demonstrated by the solutions-driven approach, the repurposing of an existing field infrastructure providing significant reductions to investments, while reducing the Greenhouse Gas (GHG) emissions relative to a newbuild production asset. BW Energy considers itself a company that identifies and unlocks value in opportunities that others might overlook. This encompasses exploring diverse technologies to pair with existing infrastructure, creating cost-effective solutions for renewable energy generation. The Company’s ambition is to contribute to the global energy transition at a realistic pace that effectively adapts to significant shifts in the energy landscape. For BW Energy, this includes being strategically positioned to contribute to reducing the carbon footprint of oil and gas production while continuing to develop projects in emerging markets.
BW Energy is part of the BW Group, a leading global maritime company involved in shipping, floating gas infrastructure and deepwater oil and gas production, founded in 1955 by Sir YK Pao as World-Wide Shipping. BW Group operates with a clear mission – Delivering energy for the world today and finding solutions for tomorrow.
USA
Gabon
Norway
Namibia
Bermuda
Singapore
Brazil
| Metric | Value |
|---|---|
| 26% Women in leadership positions | |
| 241 Onshore workers | |
| 190 New joiners in 2023 | |
| 193 Offshore workers | |
| 89% Local national employees in countries in which BW Energy operates | |
| 37 Nationalities |
BW Energy holds eight shallow- and deep-water assets in West Africa and Brazil
| Country | Licence | Basin | Status/Phase | Working Interest |
|---|---|---|---|---|
| Gabon | Dussafu | Southern Gabon | Operating | 73.5% Operator |
| Brazil | Golfinho | Espírito Santo | Operating | 100% Operator |
| Camarupim | Espírito Santo | Planning | 100% Operator | |
| Camarupim Norte | Espírito Santo | Planning | 100% Operator | |
| BM-ES-23 | Espírito Santo | Planning | 65% Operator | |
| Canapu | Espírito Santo | Planning | 100% Operator | |
| Maromba | Campos | Planning | 100% Operator | |
| Namibia | Kudu | Orange | Planning | 95% Operator |
| Net 2P + 2C Reserves & Resources¹ | Maromba Reserves | Kudu Contingent (Development pending) | Dussafu Reserves | Dussafu Contingent | Maromba Contingent | Kudu Contingent (Development on hold) | Golfinho Reserves | Golfinho Contingent | Camarupim, BM-ES-23 Contingent |
|---|---|---|---|---|---|---|---|---|---|
| 69.4 | 33.7 | 23.0 | 85.0 | 100.1 | 161.5 | 28.9 | 40.3 | 38.7 | |
| 580 mmboe |
Dussafu averaged a gross rate of approximately 17,100 barrels per day in 2023. Approximately 6.3 million barrels gross were produced in the year. Production at Dussafu peaked at an all-time high of 40,000 barrels of oil per day, reaching the nameplate capacity of the BW Adolo FPSO.
| Metric | Value |
|---|---|
| 12,600 2023 Average net bopd | |
| 850 km² Licence area | |
| 25 mmbbls Gross production since 2018 | |
| 116 m Average water depth | |
| 73.5% Working interest | |
| Net reserves & resources | |
| 2P | 103 mmboe |
| 2C | 33.7 |
| Moubenga | |
| Hibiscus | |
| Hibiscus South | |
| Ruche | |
| Tortue | |
| Walt Whitman | |
| Ruche NE | |
| Hibiscus North | |
| 69.5 | |
| Oil |
In 2023, Hibiscus field was brought on production through four new wells to the MaBoMo facility. While reservoir performance exceeded expectations, the wells were impacted by challenges related to the Electrical Submersible Pumps (ESPs) toward the end of the year. Hibiscus field uptime was 97%, including scheduled downtime. Production from the MaBoMo facility is transported to the BW Adolo FPSO through a 20 km pipeline. Another three development wells are planned for 2024 to complete the first phase of Hibiscus / Ruche development, bringing the planned development well count to 13 in the overall Dussafu licence. Gross reserves for this phase are approximately 52.6 million barrels based on third-party estimates. An appraisal well was drilled at the Hibiscus South prospect and encountered commercial volumes of oil. A development well utilising the top of the appraisal wellbore has been added to the development plan. At Tortue field, gas lift capacity was increased from four to 12 MMSCF/D in third quarter, increasing production by approximately 3,000 barrels per day initially. Tortue field uptime was 91%, including scheduled downtime. BW Energy Gabon SA hold 73.5% operated interest in the Dussafu licence while Panoro Energy and Gabon Oil Company hold 17.5% and 9% interest, respectively.
| Metric | Value |
|---|---|
| 10,700 2023 Average net bopd | |
| 806 km² Licence area | |
| 1.3 mmbbls Gross production since BWE acquisition | |
| 1,500 m Average water depth | |
| 100% Working interest | |
| Oil | |
| Gas | |
| Net reserves & resources | |
| 2P | 63 mmboe |
| 2C | 23 |
| Golfinho | 40.3 |
BW Energy acquired the Golfinho licence in August 2023. It is located in the Espírito Santo Basin with water depths between 1,300 and 2,200 metres. Golfinho hydrocarbons are produced to the FPSO Cidade de Vitória, which BW Energy acquired and has operated since November 2023.
The Golfinho field has six producing subsea wells in Campanian- and Maastrichtian-aged reservoirs tied to FPSO Cidade de Vitória, also owned and operated by BW Energy. The field has been producing since 2007.# BW Energy | BW Energy assets
Crude oil is offloaded to shuttle tankers and gas can be transported to or from shore through a pipeline routed to the Cacimbas Gas Treatment Unit. In 2023, Golfinho Field averaged a gross rate of approximately 10,700 barrels per day. Approximately 1.3 million barrels gross were produced during the year since BW Energy gained opera-torship. The field uptime was 87%, including scheduled downtime. Gross reserves are 40.3 million barrels of oil equivalent of proven recoverable reserves based on third party estimates. These reserves are predominately oil, of which 26.4 million barrels of oil equivalent are developed and producing and 13.9 million barrels of oil equivalent are undeveloped, defined infill opportunities. BW Energy Maromba do Brasil Ltda currently holds 100% operated ownership interest in Golfinho.
The Camarupim block, located the Espírito Santo Basin, comprises the non-producing gas field of Camarupim. The BM-ES-23 exploration block holds the Brigadeiro gas and condensate discovery. BW Energy Maromba do Brasil Ltda currently holds 100% operated ownership interest in Camarupim, Camarupim Norte, and Canapu and 65% operated ownership interest in BM-ES-23.
| Camarupim & BM-ES-23 | Camarupim Cluster | BM-ES-23 | Canapu | |
|---|---|---|---|---|
| Average water depth | 1,450m | |||
| Oil | ||||
| Gas | ||||
| Net Reserves & resources | ||||
| 2C | 86 mmboe | |||
| Licence area | 79km2 | 208km2 | 238km2 | |
| Working interest | 100% | 65% | 100% |
The Maromba licence is located in the southern Campos Basin offshore Brazil, approx-imately 100 km southeast of the city of Cabo Frio. The development concept consists of a dry tree wellhead platform tied to FPSO BW Maromba. FPSOBW Marombawas towed to China for refurbishment in late 2023. The development concept will be finalised in 2024 and the project is subject to conclusion of project financing activities.
| Maromba | Lobo | |
|---|---|---|
| Licence area | 375km2 | |
| Average water depth | 160m | |
| Working interest | 100% | |
| Oil | ||
| Net reserves & resources | ||
| 2P | 139 mmboe | 38.7 |
| 2C | 100.1 | |
| as of | April 2022 |
The Maromba development targets the heavy crude oil of 16° API with low relative viscosity and sulphur content in the Maastrichtian reservoir. The wells will be completed with electrical submersible pumps (ESPs) as the artificial lift mechanism. Total average annual oil production at peak is expected between 30-40,000 barrels per day. BW Energy Maromba do Brasil Ltda currently holds 100% operated ownership interest. Magma Oil holds a 5% back-in right in the Maromba licence which they are expected to execute upon first oil.
The Kudu licence is in the northern Orange basin approximately 130 km off the southwest coast of Namibia. BW Energy is advancing an updated development strategy for the gas-to-power project, incorporating a modified semi-submersible drilling rig to serve as a Floating Production Unit. This repurposed facility will streamline the project timeline and substantially decrease capital investments in comparison to previous development approaches.
| Kudu | |
|---|---|
| Licence area | 4,567km2 |
| Average water depth | 170m |
| Working interest | 95% |
| Net reserves & resources | |
| 2C | 190 mmboe |
| Gas | 28.9 |
| 161.8 | |
| as of | June 2022 |
In May 2023, BW Energy completed acquisition of ~5,000 sq km of 3D seismic that will help further enhance the depositional model and identify potential upside targets in the Kudu PPL-003 licence. The development plan provides concrete financial, schedule, and environmental advantages. Utilising existing facilities also contrib-utes significantly to minimising greenhouse gas emissions related to field development, compared to the resources and efforts required for constructing a new facility. BW Energy is targeting the provision of power to a burgeoning African market with substantial growth prospects. The develop-ment of the Kudu field presents an appealing opportunity for BW Energy to enter the electricity market and potentially establish itself, either fully or partially, as an Independent Power Producer (IPP) through strategic partnerships. BW Energy currently holds a 95% operated ownership interest. National Petroleum Corporation of Namibia (NAMCOR) holds the remaining 5% working interest with an additional 5% back-in right upon first gas subject to certain conditions.
BW Energy is making good progress in realising the potential of discovered oil assets and delivering sequentially increased production from ongoing field development and acquisition activities. The strategy of phased development of existing discov-eries and production assets combined with control of timing of capital expenditures as well as capital at risk, provides attractive risk-reward and has proven robust across oil and gas market cycles. In 2023, BW Energy produced oil from the Tortue field offshore Gabon with six production wells connected to the BW AdoloFPSO, the Hibiscus field in Gabon with four wells drilled during the year from the MaBoMoproduction facility and with the oil piped to the BW Adolofor export, and from the Golfinho Field in Brazil with six producing wells connected to the FPSO Cidade de Vitória. Total production amounted to 5.9 million barrels net to BW Energy. Production was impacted by limitations to gas lift capacity on the Tortue field before the new, larger gas lift compressor was installed in July; challenges with the electronic submersible pumps (ESPs) on the Hibiscus field which affected production in the latter part of the year; and later-than-expected takeover of the Golfinho and Camarupim Clusters from Petrobras.
In early April, BW Energy achieved first oil from the initial well in the Hibiscus / Ruche development on the Dussafu Marin licence (73.5% working interest). An additional three production wells were subsequently drilled and completed from MaBoMo. Well data obtained throughout the Hibiscus / Ruche Phase 1 drilling cam-paign, including initial production, confirmed a larger accumulation at Hibiscus field, allowing for an increase in Hibiscus reserves. However, well productivity was impacted by ESP challenges, which have deferred production. The programme of diagnosis, repair and replacement of the ESPs is well underway. Full year produc-tion from Dussafu Marin licence was at 4.6 million barrels net, an increase of 63% from 2022. To date, the Hibiscus / Ruche development project has been exe-cuted with strong HSE performance as BW Energy recorded two LTIs in 2023 and zero LTIs in 2022. An appraisal well in the Hibiscus South satellite structure was drilled as part of the Hibiscus / Ruche Phase 1 development pro-gramme and recorded a further substantial oil accumulation. The well has been converted to a producer and is a low-cost and low-risk expansion of the Dussafu production and reserve base. The drilling programme will extend approximately through mid-2024, with a production well in the Ruche field, an additional Hibiscus production well and completion of the ESP workovers. The drilling programme aims to bring total Dussafu production capacity up to the FPSO nameplate of ~40,000 barrels per day.
In late August, BW Energy assumed 100% operated working interest (WI) in the Golfinho and Camarupim Clusters and 65% WI in the BM-ES-23 block from Petrobras, and in November, the acquisition of FPSO Cidade de Vitóriafrom Saipem was completed according to agreed terms. Total production from the Golfinho field was 1.34 million barrels in 2023, with daily production exceeding expectations.
BW Energy continued to mature the Maromba project based on an adjusted development concept with reduced investments based on a well-head platform supported by the FPSO Polvo. The revised plan is set to be finalised in 2024. Expected peak annual oil pro-duction remains at 30-40,000 barrels per day. The final investment decision remains subject to conclusion of project financing. During 2023, BW Energy paid the first instalment on FPSO Polvo, renamed BW Maromba, with the final instalment due in April 2024.
In Namibia’s Kudu licence, BW Energy holds a 95% working inter-est, alongside the National Petroleum Corporation of Namibia (NAMCOR) which holds the remaining 5% working interest with an additional 5% back in right upon First Gas subject to certain con-ditions. In May a new 3D seismic survey of the entire licence was completed. Initial interpretations of the acquired data confirmed the potential of the licence, enhanced the depositional model and de-risked potential targets. The full data set is expected during the first half of 2024. BW Energy has approved ordering long-lead items for an exploration programme.# Governance
In parallel, BW Energy progressed the Kudu gas-to-power project in close dialogue with Namibian authorities and the local power company. It is considered a transformational project for Namibia’s power situation with wide local stakeholder support, including political and regulatory bodies. The development concept aims to optimise timeline and capital investments. As with Dussafu, reusing existing energy infrastructure will reduce the project’s environmental impact. The timing of the final project sanctioning is subject to realising a project financing solution for the Kudu gas-to-power project as well as negotiating power sales agreements.
BW Energy has a zero-harm objective for personnel and the environment in all its operations. BW Energy has established policies for safety, security, occupational health, and environmental management that ensure these objectives are achieved, including the effective management of major accidental hazards, risks, and the mitigation of environmental impact, while ensuring a sustainable business and taking proper care of BW Energy property.
BW Energy recorded zero fatalities in 2023, 2022, and 2021. The Company registered two Lost Time Injuries (LTIs) in 2023 including subcontractors. There were zero LTIs in 2022 and one recorded LTI in 2021. For more information, please see the Sustainability section of this Annual Report.
The Dussafu gross production averaged 17,100 barrels of oil per day (2022: 10,600). Production increased due the start-up of four Hibiscus wells during the year as part of the Hibiscus / Ruche Phase 1 development programme. The Tortue field uptime was 91% (2022: 89%) while the Hibiscus field uptime was 97%. Production was, however, deferred due to ESP challenges, as well as by limitations to gas lift capacity on the Tortue field during the first half of the year. The long-term recovery from the Hibiscus and Tortue fields is unaffected.
The Golfinho field uptime was 87% from assumption of operational control on 28 August. Gross production averaged 10,600 barrels of oil per day.
| 2023 | 2022 | |
|---|---|---|
| Income statement revenue | USD 507.3 million | USD 277.6 million |
| Total operating expenses | USD 266.3 million | USD 123.4 million |
| Earnings before interest, taxes, depreciation, and amortisation (EBITDA) | USD 241.0 million | USD 154.2 million |
| Operating profit | USD 141.1 million | USD 94.1 million |
| Net financial expenses | USD 18.6 million | USD 10.3 million |
| Tax expense | USD 41.5 million | USD 38.8 million |
| Net profit | USD 81.0 million | USD 45.0 million |
The changes in revenue, EBITDA, and operating profit were mainly due to a higher sales volumes from Dussafu, plus two liftings from Golfinho in the fourth quarter. Net financial expenses were USD 18.6 million compared to USD 10.3 million in 2022, reflecting the draw down on the RBL and Golfinho prepayment facility. Tax expense amounted to USD 41.5 million compared to USD 38.8 million in 2022. The increase was primarily related to the higher oil production in 2023. Net profit for 2023 was USD 81.0 million compared to a net profit of USD 45.0 million in 2022.
At 31 December 2023, BW Energy had a total equity of USD 697.6 million compared to USD 615.3 million at 31 December 2022. The year-end equity ratio was 40%, compared to 51% at the end of 2022. The change in the equity ratio primarily stemmed from the growth in assets, which was a consequence of acquiring the Golfinho cluster and FPSO Cidade de Vitória.
BW Energy had a total drawn debt balance of USD 380 million at 31 December 2023. During the year, BW Energy completed a USD 100 million accordion to bring the Dussafu Reserve Based Lending (RBL) facility up to USD 300 million in total and signed a one-year USD 80 million prepayment facility with a leading commodity trading company which was used to finance the acquisition of the Golfinho field and the FPSO Cidade de Vitória.
| 2023 | 2022 | |
|---|---|---|
| Net cash inflow from operating activities | USD 181.0 million | USD 168.5 million |
| Net cash outflow from investment activities | USD 326.7 million | USD 238.2 million |
| Net cash inflow from financing activities | USD 129.1 million | USD 129.6 million |
| Total cash balance at 31 December | USD 194.2 million | USD 210.8 million |
| including debt service reserve account | USD 43.4 million | USD 25.0 million |
Net cash inflow from operating activities was USD 181.0 million compared to USD 168.5 million in 2022. The increase was mainly due to the increased sales volumes in the year. Net cash outflow from investment activities amounted to USD 326.7 million, compared to USD 238.2 million in 2022. The investments were mainly related to increased activity on the Dussafu development project, Kudu seismic, as well as the acquisition of the Golfinho and Camarupim Clusters and payments for the BW Maromba and Cidade de Vitória FPSOs. Net cash inflow from financing activities was USD 129.1 million, reflecting funds drawn under the RBL accordion and Golfinho pre-payment facilities, net of lease liabilities and interest paid during the year. Net cash inflow was USD 129.6 million in 2022, reflecting funds drawn under the initial RBL facility net of lease liabilities and interest paid. Total cash balance at 31 December 2023 amounted to USD 194.2 million, including USD 43.4 million in the debt service reserve account, compared to USD 210.8 million and USD 25.0 million, respectively at year-end 2022.
BW Energy Limited is a holding company incorporated in 2018. BW Energy reported a net profit of USD 5.6 million for 2023 compared to a net loss of USD 4.3 million in 2022. Losses in the 2022 were primarily due to losses related to crude oil hedges. Total assets were USD 549.5 million at 31 December 2023. Total shareholders’ equity in BW Energy Limited at 31 December 2023 was USD 461.5 million, corresponding to an equity ratio of 84%.
Based on BW Energy’s overall position at the end of the year, as well as the current outlook, the Board believes BW Energy has a good foundation for continued operations. The accounts have been prepared on a going concern basis.
BW Energy is represented in three major oil and gas regions: Gabon, Brazil, and Namibia, supported by local offices with local staff. Work environment and culture in BW Energy are considered positive and strong, and there is continuous focus on improvement. Surveys and appraisal interviews are performed regularly to assess the strength of the working culture. In 2023, onshore absence due to sickness was 0.46% (2022: 1.22%) of total hours worked by employees. BW Energy strives to be an attractive place to work that offers challenging and motivating jobs and equal development opportunities for all. There is no discrimination based on age, gender, gender identity or expression, culture, religion, sexual orientation, disabilities, or any other factor in the organisation with respect to remuneration, promotion, or recruitment.
The Board of Directors of BW Energy has adopted a Corporate Governance policy to reflect BW Energy’s commitment to good corporate governance. This policy is based on the latest update to the ‘Norwegian Guidelines on Corporate Governance’, prepared by the Norwegian Corporate Governance Board. BW Energy’s Corporate Governance policy complies with the Norwegian Guidelines, with certain deviations, as outlined and explained in the section titled Corporate Governance in this Annual Report.
BW Energy prepares a separate report disclosing material payments made to governments in the countries in which BW Energy operates. The report can be found on the BW Energy website, www.bwenergy.no.
BW Energy’s risk exposure is analysed and evaluated to ensure sound internal control and appropriate risk management based on internal values, policies, and code of ethics. BW Energy is exposed to market risk (including commodity price risk), political risk, climate risk, credit risk, and liquidity risk.
Development of oil and gas fields is associated with risks including but not limited to, the price of crude oil, cost overruns, production disruptions, as well as delays compared to initial plans. Some of the most important risk factors are related to the estimation and recoverability of reserves. Changes to energy prices might influence the economic viability of planned developments and anticipated revenues from the production of such developments. BW Energy anticipates ongoing regulatory scrutiny, including potential modifications to taxes or other charges, in connection with climate change. BW Energy expects continued regulatory attention including changes to taxation as it relates to climate change. The overall risk management programme focuses on addressing these risks and seeks to minimise potential adverse effects on BW Energy’s financial performance. The most important operational risk factors are related to the operation of Dussafu and the execution of projects, which could lead to accidents and oil spills to the environment if not managed properly.
BW Energy has limited exposure to the ongoing conflicts in Ukraine and the Middle East and the Company has not been subject to any material impact from the recent political transition in Gabon following its 2023 Presidential election. Recent global macroeconomic and geopolitical developments have supported higher energy prices amid concerns for regional energy shortages. At the same time, project execution risk has increased with supply chain and logistics challenges, inflationary pressures, and higher interest rates. BW Energy is focused on mitigating potential impact from supply chain challenges and commodity inflation across its development portfolio. BW Energy’s operational activities are subject to tax in various jurisdictions.As assets and production sharing contracts are long-term in nature, BW Energy’s results could be exposed to risk of changes to tax legislation. BW Energy has a broad insurance programme to protect its personnel and subcontractors, the environment – both in operations and development – and BW Energy’s assets, investments and properties, onshore and offshore. The programme is placed with rated underwriters, is subject to permanent risk management review and is in compliance with local legislation. BW Energy has also purchased and maintains a Directors and Officers Liability Insurance issued by a reputable, specialised insurer with appropriate rating.
Commodity hedges
BW Energy is trading derivatives for the explicit purpose of managing the risk to its revenue from volatility in commodity prices. The intent is to hedge against oil price drops that could negatively impact BW Energy’s development and growth initiatives. As per BW Energy’s hedging guidelines, which incorporates minimum hedge requirements from the RBL facility, BW Energy’s approach is to utilise a combination of over-the-counter forwards and options (puts and calls) in such a way to hedge without paying premiums, ensure future cash flow stability for ongoing development projects, and retain exposure to upside.
During 2023, BW Energy entered into commodity price hedges for a total volume of approximately 1.28 million barrels. This was equivalent to approximately 24% of the 2023 net production entitlement. BW Energy has recognised crude oil hedge gains in the amount of USD 7.0 million in 2023, of which USD 0.2 million were realised in the period. BW Energy does not apply hedge accounting. At the end of 2023, BW Energy had entered into hedges for a total volume of 1.3 million barrels for 2024 and 2025, of which approximately 74% were for 2024.
Subsequent events
On 12 January 2024, BW Group Limited completed a mandatory offer to acquire all shares in BW Energy Limited at NOK 27 per share. The Offer was launched on 13 December 2023. The Offer was accepted for a total of 30,589,179 shares, bringing the BW Group’s total shareholding to 133,791,649 shares, or approximately 51.9% of the issued share capital and voting rights in the Company. On 22 January, BW Group acquired all 58,111,461 BW Energy shares held by BW Offshore Ltd for NOK 32 per share, bringing the total holding to 191,903,110 shares, or approximately 74.4% of the shares outstanding.
Outlook
BW Energy continually prioritises safety first with zero harm as an overriding objective for people and the environment. BW Energy is substantially reducing its carbon footprint by developing discovered oil and gas resources through large-scale repurposing of existing production infrastructure. BW Energy expects oil and gas to remain an important part of the global energy mix with increased demand in decades to come and remains focused on realising long-term value creation via its phased development strategy and investments in high-return assets. The flexible investment strategy has proven robust for a range of market scenarios and positions BW Energy to address both short- and long-term opportunities to drive cash flows and earnings. Energy prices remain at high levels despite a softening of macroeconomic drivers during 2023 as geopolitical conflict, global supply chain challenges, inflation, and higher interest rates impacted global economic growth. Reduced OPEC production and continued concerns for global energy supply are among factors supporting current prices. BW Energy expects to create significant value for its stakeholders going forward. Short-term, the focus is on completing the Hibiscus / Ruche development and resolving the ESP challenges to bring production up towards the FPSO capacity, and optimising production at Golfinho in Brazil while preparing for drilling of two new production wells in 2027. This should further support significant positive cash flow at current oil price levels.
27 February 2024
Mr Andreas Sohmen-Pao
Chairman
| Name | Role | Details |
|---|---|---|
| Andreas Sohmen-Pao | Chairman | Chairman of BW Group, BW Offshore, BW LPG, BW Epic Kosan, Hafnia, Cadeler and the Global Centre for Maritime Decarbonisation Trustee of the Lloyd’s Register Foundation BA (Hons) from Oxford University, UK and MBA from Harvard Business School, USA |
| Marco Beenen | Director | CEO of BW Offshore Former President of GustoMSC and former Vice President Engineering with SBM Offshore M.Sc. from Delft University of Technology, Netherlands |
| Hilde Drønen | Director (Independent) | More than 30 years of experience from the oil service Industry Currently CFO in DOF Group ASA Experience as director in several energy companies within O&G and Renewables Master’s Degree from Norwegian Business School (BI) Oslo and MBA from Norwegian School of Economics (NHH), Bergen |
| Russell Scheirman | Director (Independent) | More than 35 years in oil & gas industry Held senior positions at McKinsey, ExxonMobil and VAALCO (1991-2015) B.S. & M.S. in Mechanical Eng. from Duke University, MBA from California Lutheran University, USA |
| Tormod Vold | Director (Independent) | More than 34 years of experience from Royal Dutch Shell’s international operations Former Technical Director for Shell Gabon (2010-2014) M.Sc. from Norwegian University of Science and Technology (NTNU), Norway Shell Leadership Development Programs & Business Leadership INSEAD |
| Ana Zambelli | Director (Independent) | More than 23 years of international oil and gas experience Former Managing Director of Brookfield Private Equity Inc. M.Sc. from Heriot-Watt University in Scotland, B.S. from Federal University of Rio de Janeiro, Brazil Holds post graduate certifications from Columbia University and MIT |
| Audit Committee | Gender | Technical & Commercial Committee | Gender | Renumeration Committee | Gender |
|---|---|---|---|---|---|
| Hilde Drønen | F | Russell Scheirman | M | Russell Scheirman | M |
| Tormod Vold | M | Tormod Vold | M | ||
| Ana Zambelli | F | Ana Zambelli | F |
| Name | Role | Details |
|---|---|---|
| Carl K. Arnet | Chief Executive Officer Director | Former CEO BW Offshore, APL Plc Board member of Den Norske Krigsforsikring for Skib Held senior operating positions at Norsk Hydro (E&P division) M.Sc. from Norwegian University of Science and Technology (NTNU) and MBA from Norwegian School of Management (BI), Norway |
| Knut R. Sæthre | Chief Financial Officer | Former CFO of BW Offshore and Managing Director of BW Offshore Norway Finance Director of APL Plc and President of APL Norway More than 30 years of international experience from Aker and ABB Lic.rer.pol.degree from the University of Fribourg, Switzerland and an MBA from Norwegian School of Economics and Business Administration (NHH), Norway |
| Lin Espey | Chief Operating Officer | Former Head of E&P BW Offshore 30 years of E&P experience from British Gas, BP, VAALCO and Memorial Resource Development Member of The University of Texas System Chancellor’s Council B.Sc. in Petroleum Engineering from The University of Texas at Austin |
| Thomas Kolanski | Chief Commercial Officer | Former SVP of Business Development and GM BW Offshore USA Joined BW Offshore in 2013, part of the strategic E&P development Doctor of Law from South Texas College of Law B.Sc. in Mechanical Engineering from The University of Texas |
| Thomas Young | Chief Strategy Officer | Former SVP of Commercial Strategy & Analysis BW Offshore Joined BW Offshore in 2012, developing E&P strategic initiative Bachelor of Commerce from Griffith University, Australia Double major in Finance and Economics |
| Tara Leiter | Executive Vice President and General Counsel | Former Senior Lawyer at ExxonMobil and Blank Rome Over 20 years of experience in oil and gas, maritime, governance, trading/hedging, and large project finance Bachelor and two Master of Laws (International Law and Maritime Law), Malta Licenced to practice law in the United States and England |
| Liana Almeida | Senior Vice President of Human Capital | Former VP of Human Resources for Wellbore Technologies Business Segment - NOV Broad Human Resources industry experience from major E&P Service Companies in US, Latin America, and Africa MBA in Human Resources from Pontificia Catholic University of Rio de Janeiro, Brazil Rice Advancement Management Program |
BW Energy Limited is a Bermuda limited liability company listed on Oslo Børs, part of Euronext (Oslo Stock Exchange). BW Energy Limited (hereinafter ‘BW Energy’) and its activities are primarily governed by the Bermuda Companies Act, its Memorandum of Association, and its Bye-laws. Certain aspects of BW Energy’s activities are governed by Norwegian law pursuant to the Listing Agreement between the Oslo Stock Exchange and BW Energy. In particular, the Norwegian Securities Trading Act and the Norwegian Stock Exchange Regulations will generally apply.
The Board, therefore, commits BW Energy to good corporate governance and has adopted the most current version of the Norwegian Code of Practice for Corporate Governance (the ‘Code’) dated 14 October 2021, prepared by the Norwegian Corporate Governance Board. The Board provides an overall overview of BW Energy’s corporate governance practices in BW Energy’s Annual Report. The overview addresses each individual point of the Code and provides an explanation and description of the chosen alternative approach if BW Energy’s practice varies from the Code.
On 31 December 2023, BW Energy’s practices did not comply with the following recommendations of the Code:
In accordance with common practice for Bermuda incorporated companies, BW Energy’s objectives as set out in BW Energy’s Memorandum of Association are wider and more extensive than recommended by the Code. The Board is responsible for and leads BW Energy’s strategic planning, including the definition of clear objectives, strategies and risk profile for BW Energy’s business activities, such that BW Energy creates value for the shareholders and affected stakeholders in a sustainable manner. BW Energy’s objectives, main strategies, and risk profile are reviewed annually, are described in the annual report, and consider financial, social, and environmental factors. BW Energy has implemented corporate values, ethical guidelines, and guidelines for corporate social responsibility. These values and guidelines are described in BW Energy’s Code of Ethics and Business Conduct and internal policies, as well as in the Sustainability section included in the annual report.
On 31 December 2023, BW Energy’s consolidated equity was USD 697.6 million, which is equivalent to 40% of total assets. The Board continuously evaluates BW Energy’s capital requirements to ensure that BW Energy’s capital structure is suitable considering BW Energy’s objectives, strategies, and risk profiles.
Pursuant to BW Energy’s Bye-laws, the Board is authorised to declare dividends to the shareholders. The following dividend policy has been approved by BW Energy’s Annual General Meeting (‘AGM’) and is published on BW Energy’s website:
‘BW Energy has an objective to generate long-term member returns which will be achieved through growth and dividend payments. BW Energy targets a dividend based on a pay-out ratio of up to 50% of annual net profit, adjusted for extraordinary items. The timing and amounts for such dividend payments will be decided by the Board, considering overall financial condition, capital requirements, including capital expenditure commitments, and general business conditions.’
Pursuant to Bermuda law and common practice for Bermuda incorporated companies, the Board has wide powers to issue any authorised unissued shares in BW Energy on such terms and conditions as it may decide and may exercise all powers of BW Energy to purchase BW Energy’s own shares. The powers of the Board to issue and purchase shares are neither limited to specific purposes nor to a specified period as recommended in the Code.
BW Energy has one class of shares. Each share in BW Energy carries one vote, and all shares carry equal rights, including the right to participate in general meetings. All shareholders shall be treated on an equal basis unless there is just cause for treating them differently.
Pursuant to Bermuda law and common practice for Bermuda incorporated companies, the shareholders of BW Energy do not have pre-emption rights in share issues unless otherwise resolved by BW Energy. The Code requires that any decision to issue shares without pre-emption rights for existing shareholders shall be justified. In the event that BW Energy waives the pre-emption rights of existing shareholders, the Board of Directors will explain the justification in the stock exchange announcement issued in connection with the increase in share capital. There were no share issues in 2023.
Any transactions BW Energy carries out in its own shares shall be carried out either through the Oslo Stock Exchange or with reference to prevailing stock exchange prices if carried out in another way. If there is limited liquidity in BW Energy’s shares, BW Energy shall consider other ways to ensure equal treatment of all shareholders. There were no transactions in its own shares in 2023.
BW Energy’s constituting documents do not impose any restrictions on the ability to own, trade, or vote for shares in BW Energy, and thus the shares in BW Energy are freely transferable. However, the bye-laws include a right for the Board to decline to register the transfer of any share and may direct the Registrar to decline (and the Registrar shall decline if so requested) to register the transfer of any interest in a share held through Verdipapirsentralen (VPS), where such transfer would, in the opinion of the Board, likely result in 50% or more of the aggregate issued and outstanding share capital of BW Energy, or shares of BW Energy to which are attached 50% or more of the votes attached to all issued and outstanding shares of BW Energy, being held or owned directly or indirectly by individuals or legal persons resident for tax purposes in Norway or, alternatively, such shares being effectively connected to a Norwegian business activity, or BW Energy otherwise being deemed a Controlled Foreign Company as such term is defined pursuant to Norwegian tax legislation. The purpose of this provision is to avoid BW Energy being deemed a Controlled Foreign Company pursuant to Norwegian tax rules. The Board did not decline to register the transfer of any shares in 2023.
The AGM normally takes place on or before 31 May each year. The 2023 AGM was held on 22 May. The Board seeks to ensure that as many shareholders can participate in BW Energy’s general meetings and that the general meetings are an effective forum for the views of shareholders and the Board. To facilitate this:
Registration is made in writing, sent by post or e-mail. Shareholders who cannot be present at the general meeting must be given the opportunity to vote by proxy or to participate by using electronic means. BW Energy shall in this respect:
Pursuant to common practice for Bermuda incorporated companies, BW Energy’s Bye-laws state that the general meeting shall be chaired by the chairperson of the Board unless otherwise agreed by a majority of those shares represented at the meeting. However, the chairperson of the Board may appoint another person to act as chairperson of the general meeting, and in the absence of the chairperson, or a person appointed to act as chairperson, a chairperson shall be appointed or elected by those present at the meeting and entitled to vote. The Chair of the Board chaired the 2023 AGM. The minutes of general meetings are published on BW Energy’s website no later than three business days after the date of the meeting.
The Nomination Committee composition is determined at BW Energy’s general meeting from time to time, and the members are appointed by a general meeting resolution, including the chair of the committee. The general meeting determines the remuneration of the Nomination Committee and stipulates guidelines for the duties of the Nomination Committee. The guidelines were approved by the 2020 AGM and are available at www.bwenergy.no.The composition of the Nomination Committee should reflect a broad range of shareholder interests. The majority of the committee shall be independent of the Board and the executive personnel of BW Energy. No member of the Nomination Committee shall be a member of the Board of Directors and the committee shall not include the executive personnel of BW Energy. The Nomination Committee proposes candidates for election to the Board. The Nomination Committee also is responsible for proposing the remuneration to be paid to the members of the Board. The Nomination Committee explains how the committee arrived at its proposal for each candidate. BW Energy established a deadline for the Nomination Committee to propose candidates of no later than four weeks prior to the AGM. On 31 December 2023, the Nomination Committee consisted of Sophie Smith (Chair), Bjarte Bøe, and Elaine Yew Wen Suen. The current committee members were appointed at the 2022 AGM. The Nomination Committee held one meeting in 2023.
| Name | Role | Considered Independent of the Board and Management | Served since | Shares in BW Energy (direct/Indirect) |
|---|---|---|---|---|
| Ms Sophie Smith | Chair | Yes | 2022 | - |
| Mr Bjarte Bøe | Member | Yes | 2020 | - |
| Ms Elaine Yew Wen Suen | Member | Yes | 2020 | - |
BW Energy Limited | Annual Report 2023 33
Governance | Corporate Governance report
The Board composition is governed by BW Energy’s Bye-laws. The Board shall consist of between five to eight directors. The directors are elected for a period of one year unless otherwise determined by the general meeting. Members of the Board may be re-elected. Only a minority of the directors participating in any decision can be domiciled or living in Norway. The same shall be reflected in the composition of the Board. The Board appoints the chair amongst the elected Board members. The composition of the Board ensures that it can act independently of any special interests. A majority of the shareholder-elected members of the Board are independent of BW Energy’s executive personnel and material business connections of BW Energy. In addition, at least three of the members of the Board are independent of BW Energy’s major shareholder(s). A major shareholder is defined as owning 10% or more of BW Energy’s shares or votes, and independence entails that there are no circumstances or relations that may be expected to be able to influence independent assessments of the person in question. The Board does not include BW Energy’s Chief Executive Officer or any other executive personnel. Given the diverse qualifications, experience, background, and profile of the Directors, the composition of the Board meets BW Energy’s need for expertise, capacity, and diversity. It does not meet the recommended gender guidelines of the Code. A brief description of the directors and their respective areas of expertise are presented in the Annual Report and on BW Energy’s website www.bwenergy.no. The AGM on 22 May 2023 elected Ms Ana Zambelli as a new member to the Board until the AGM in 2024, and re-elected Mr Andreas Sohmen-Pao, Mr Marco Beenen, Ms Hilde Drønen, Mr Tormod Vold, and Mr Russell Scheirman as Directors to the Board for a period of one year.
The Board is ultimately responsible for the management of BW Energy and for supervising its day-to-day management. The duties and tasks of the Board are detailed in BW Energy’s Bye-laws. The Board produces an annual plan for its work, with particular emphasis on objectives, strategy, and implementation. The Board issues instructions for its own work, as well as for the executive personnel, with particular emphasis on clear internal allocation of responsibilities and duties. In case of material transactions between BW Energy and a shareholder, a shareholder’s parent company, director, officer, or person(s) closely related to any of these, BW Energy has guidelines and procedures on how the Board and executive personnel of BW Energy shall handle agreements with related parties, including when the Board will obtain a valuation from an independent third party. Independent valuations shall also be obtained in respect of transactions between companies in the same group where any of the companies involved have minority shareholders. Directors and officers of BW Energy and other leading personnel shall notify the Board if they directly or indirectly have a significant interest in matters to be considered by the Board. The terms of reference for the Audit Committee and the Technical and Commercial Committee set out specific procedures for handling transactions between BW Energy or any of its subsidiaries on one side and companies within the BW Offshore group on the other side. These procedures are in place to ensure that related party transactions are carried out on arm’s-length terms. Each year, the Board schedules in advance a number of regular meetings for the following calendar year and additional meetings may be called by the Chair of the Board as needed. The Board held five meetings in 2023. The Directors normally meet in person, but if allowed by the Chairman of the Board, directors may participate in any meeting of the Board by means of video conference. Minutes in respect of the meetings of the Board are kept by BW Energy in Bermuda.
Governance | Corporate Governance report
| Name | Role | Considered Independent of the main shareholder and management | Served since | Term expires | Participation in board meetings in 2023 | Shares in BW Energy (direct/Indirect) | Nationality |
|---|---|---|---|---|---|---|---|
| Mr Andreas Sohmen-Pao | Chairman | No | 2019 | 2024 | 100% | 103,202,470 | Austrian |
| Mr Marco Beenen | Director | No | 2019 | 2024 | 100% | 32,467 | Dutch |
| Ms Hilde Drønen | Director | Yes | 2020 | 2024 | 100% | - | Norwegian |
| Mr Russell Scheirman | Director | Yes | 2019 | 2024 | 100% | - | American |
| Mr Tormod Vold | Director | Yes | 2019 | 2024 | 100% | - | Norwegian |
| Ms Ana Zambelli | Director | Yes | 2023 | 2024 | 100%¹ | - | Brazilian |
¹Ms Zambelli participated in all Board meetings held since elected
Members of the Board may own shares in BW Energy.
BW Energy Limited | Annual Report 2023 35
Governance | Corporate Governance report
The following Board committees were appointed at year-end 2023:
The Audit Committee acts as a preparatory and advisory committee for the Board. The Audit Committee is responsible for approving the Board’s annual review of BW Energy’s most important areas of exposure to risk and its internal control arrangements, as well as an annual supervisory plan for internal audit work. The Audit Committee follows up on internal controls in connection with quarterly reviews of the Group’s financial reporting, in addition to two meetings in which internal control issues are addressed specifically. The Chief Financial Officer, BW Energy’s other relevant senior staff, and representatives of the external auditor, attend the meetings of the Audit Committee. At least once a year, the Board and the Audit Committee review BW Energy’s internal control procedures relating to its financial reporting process. On 31 December 2023, the Audit Committee consisted of Ms Hilde Drønen (Chair) and Mr Russell Scheirman, both of whom are independent members of the Board.
The Technical and Commercial Committee (TCC) assists the Board in fulfilling its responsibility with regard to the management of BW Energy’s business, which include advising the Board on commercial and technical matters of BW Energy’s operations, including potential investments or divestments by the Group, overall exploration, and field development plans (including any significant changes or updates thereto) and any material procurements and commitments. The TCC reviews, at least annually, the systems utilised by BW Energy for identifying areas of material business risk, for measuring their possible impact on the Group and the procedures in place to mitigate the impact of such risks and it shall report to the Board accordingly. On 31 December 2023, the Technical and Commercial Committee consisted of Mr Russell Scheirman (Chair) and Mr Tormod Vold, both of whom are independent members of the Board.
The Remuneration Committee acts as a preparatory and advisory committee for the Board in order to ensure thorough and independent preparation of matters relating to compensation to the executive personnel. On 31 December 2023, the Remuneration Committee consisted of Mr Andreas Sohmen-Pao (Chair) and Ms Ana Zambelli, both of whom are also members of the Board.
The Board carries out an annual evaluation of its performance and expertise.
The Board ensures that BW Energy has sound internal control procedures and systems to manage its exposure to risks related to the conduct of BW Energy’s business, to support the quality of its financial reporting, and to ensure compliance with laws and regulations. Such procedures and systems contribute to securing shareholders’ investment and BW Energy’s assets. Management and internal control are based on BW Energy-wide policies and internal guidelines in areas such as Finance and Accounting, HSEQ Project Management, Operations, Technical, and Business Development, in addition to implementation and follow-up of a risk assessment process. The management system is central to BW Energy’s internal control and ensures that BW Energy’s vision, policies, objectives, and procedures are known and adhered to.## 11. Remuneration of the Board of Directors
The general meeting decides the remuneration of the Board based on a proposal from the Nomination Committee. The remuneration of the Board and its individual directors shall reflect the Board’s responsibility, competence, use of resources, and the complexity of the business activities. The remuneration of the directors shall not be linked to BW Energy’s performance, and the directors do not receive profit related remuneration or share options or retirement benefits from BW Energy. Any remuneration in addition to normal fees to the directors is specifically stated in the Annual Report. Detailed information of Board remuneration can be found in Note 7 of the consolidated financial statements. Directors of companies related to BW Energy will not normally undertake special tasks for BW Energy in addition to the directorship. However, if they do so, the entire Board shall be informed, and the fee shall be approved by the Board.
Bermuda law does not require a vote by the AGM regarding the guidelines for remuneration of the executive personnel. BW Energy will communicate the executive remuneration guidelines at the AGM, but the guidelines will not be subject to a vote by the shareholders. Remuneration of the executive personnel is reviewed annually by the Remuneration Committee, which generally considers the executive personnel’s performance and gathers information from comparable companies before making its recommendation to the Board for approval. Such recommendation shall contribute to execution of strategy, long-term value creation, and financial viability and ensure convergence of the interests of the executive personnel and the shareholders. Any performance-related remuneration to executive personnel is subject to an absolute limit. The limit is approved by the Board based on a recommendation from the Remuneration Committee. Any share option programme in BW Energy available to the employees of BW Energy, and subsidiaries, requires the approval of the Board. Detailed information of remuneration, shareholding of the management, and any share option programmes can be found in Note 7 of the consolidated financial statements.
BW Energy is committed to provide information in a manner that contributes to establishing and maintaining confidence with important interest groups and stakeholders. The information is based upon transparency, openness, and equal treatment of all shareholders. A precondition for the share value to reflect the underlying values in BW Energy is that all relevant information is disclosed to the market. Based on this, BW Energy will endeavour to keep the shareholders informed about profit developments, prospects, and other relevant factors for their analysis of BW Energy’s position and value. It is emphasised that the information is uniform and simultaneous. An updated financial calendar with dates for important events, such as general meeting, publishing of interim annual reports, dates for payment of potential dividend, etc., is accessible for the shareholders on www.euronext.com/nb/markets/oslo and on BW Energy’s website www.bwenergy.no. Public investor presentations are arranged in connection with submission of annual and quarterly results for BW Energy. The presentations are also accessible on BW Energy’s website. Furthermore, BW Energy maintains a continuous dialogue with and provides presentations to analysts and investors. Please see the Investor Relations Policy available on BW Energy’s website, www.bwenergy.no.
In the event of a take-over process, the Board shall ensure that BW Energy’s shareholders are treated equally and that BW Energy’s activities are not unnecessarily interrupted. The Board shall also ensure that the shareholders have sufficient information and time to assess the offer. In the event of a take-over process, the Board shall abide by the principles of the Code and ensure that the following take place: the Board shall ensure that the offer is made to all shareholders and on the same terms; the Board shall not undertake any actions intended to give shareholders or others an unreasonable advantage at the expense of other shareholders or BW Energy; the Board shall strive to be completely open about the take-over situation; the Board shall not institute measures which have the intention of protecting the personal interests of its members at the expense of the interests of the shareholders; and, the Board must be aware of the particular duty the Board carries for ensuring that the values and interests of the shareholders are safeguarded. The Board shall not attempt to prevent or impede the take-over bid unless this has been decided by the shareholders in general meeting in accordance with applicable laws. The main underlying principles shall be that BW Energy’s shares shall be kept freely transferable and that BW Energy shall not establish any mechanisms that can prevent or deter take-over offers unless this has been decided by the shareholders in a general meeting in accordance with applicable law. If an offer is made for BW Energy’s shares, the Board shall issue a statement evaluating the offer and making a recommendation as to whether shareholders should or should not accept the offer. If the Board finds itself unable to give a recommendation to the shareholders on whether or not to accept the offer, it should explain the reasons for this. The Board’s statement on a bid shall make it clear whether the views expressed are unanimous, and if this is not the case, it shall explain the reasons why specific members of the Board have excluded themselves from the statement. The Board shall consider whether to obtain a valuation from an independent expert. If any member of the Board, or close associates of such member, or anyone who has recently held a position but has ceased to hold such a position as a member of the Board, is either the bidder or has a particular personal interest in the bid, the Board shall obtain an independent valuation. This shall also apply if the bidder is a major shareholder (as defined in Section 8 above). Any such valuation should either be enclosed with the Board’s statement or reproduced or referred to in the statement.
On 13 December 2023, BW Group launched a mandatory offer for all remaining shares in BW Energy Limited not already owned by BW Group. The mandatory offer under Chapter 6 of the Norwegian Securities Trading Act was triggered on 29 November 2023 when BW Group acquired additional BW Energy shares passing the 40% ownership threshold. The Offer was handled in accordance with legal requirements and the principles of the Code. Please see Note 23 of the consolidated financial statements concerning on related party transaction for more information.
BW Energy’s external auditor is KPMG AS. The auditor is appointed at the AGM and is independent of BW Energy Limited and shall annually confirm its independence in writing to the Audit Committee. The auditor holds office for the term resolved at the AGM or until a successor is appointed and is responsible for the audit of the consolidated financial statements of BW Energy. The Board ensures that the auditor annually presents an audit plan to the Audit Committee and/or the Board. The Audit Committee invites the auditor to participate in the Audit Committee’s review and discussion of the annual accounts and quarterly interim accounts. In these meetings, the Audit Committee is informed of the annual and quarterly accounts and issues of special interest to the auditor. Further, the auditor participates in the meeting(s) of the Board that deal with the annual accounts. At these meetings, the auditor reviews any material changes in BW Energy’s accounting principles, comments on any material estimated accounting figures, and reports all material matters on which there has been disagreement between the auditor and the management of BW Energy and/or the Audit Committee. At least once per year, the Audit Committee reviews BW Energy’s internal control procedures with the auditor including weaknesses identified by the auditor and proposals for improvement. The Board has established guidelines specifying the right of BW Energy’s executive management to use the auditor for purposes other than auditing. The AGM approved the auditor’s remuneration at the May 2023 meeting. For more information about remuneration of the auditor, see Note 7 in the consolidated financial statements.# Governance
This investor relations policy (the ‘IR Policy’) for BW Energy Limited (‘BW Energy’) is based on the Oslo Stock Exchange’s rules, regulations and recommendations for listed companies, in particular the Oslo Stock Exchange Code of Practice for IR, as of 1 March 2021 (the ‘Code of Practice for IR’).
1. Purpose
This IR Policy shall help BW Energy build trust and awareness in the investor community by ensuring that Investor Relations is conducted in compliance with relevant rules, regulations and recommended practices. This policy shall help ensure that shareholders, potential investors and other stakeholders shall gain simultaneous access to accurate, clear, relevant, comprehensive and up-to-date information about BW Energy.
Good relations and an open, active dialogue with shareholders, potential investors, analysts and other participants of the capital markets, shall build trust and contribute to reduced costs of capital for BW Energy.
This IR Policy shall also contribute to BW Energy’s management (the ‘Management’) and board of directors (the ‘Board of Directors’) obtaining information about the market’s views and opinion on BW Energy.
The CFO is responsible for BW Energy’s Investor Relations function.
2. Shareholder contact and communication with the financial market
All communication with shareholders shall be on an equal treatment basis and in compliance with the provisions of applicable laws and regulation. BW Energy shall continuously provide its shareholders, the Oslo Stock Exchange and the financial markets in general with timely and precise information about BW Energy and its operations.
The CFO is responsible for all day-to-day contact with BW Energy’s shareholders on behalf of BW Energy. Inside information shall be dealt with in compliance with BW Energy’s Insider Trading Policy.
The IR team may continuously communicate with shareholders for the purposes of developing an understanding of matters affecting BW Energy from time to time are of particular importance to its shareholders. The IR team will in such cases ensure that communication with shareholders is in compliance with the provisions of applicable laws and regulations and consistent with the principle of equal treatment of shareholders.
Relevant information about BW Energy shall be given in the form of annual reports, half-year reports, quarterly reports, press releases, notices to the stock exchange and investor presentations in accordance with what is deemed appropriate from time to time. All such information shall be published on BW Energy’s website, www.bwenergy.no.
BW Energy shall offer subscription service for stock exchange announcements and press releases.
3. Policy
BW Energy complies with the Code of Practice for IR. Any future deviations from the Code of Practice for IR will be explained as required by the code.
Disclosure and reporting to the financial markets and contact with shareholders, investors and analysts shall be based on the following main principles:
Please see the Investor Relations Policy available on www.bwenergy.no.
4. IR events and arenas
In addition to making information easily available on a timely basis to shareholders and the financial markets, the IR team prioritises raising awareness of, and interest in, BW Energy and its shares among various market participants - both nationally and internationally. To help promote this goal, the meetings and presentations described below shall be held.
5. Information available on BW Energy’s website
BW Energy will make information available on its website www.bwenergy.no in accordance with the recommendations set out in the Oslo Stock Exchange’s Code of Practice for IR.
| Event | Description |
|---|---|
| Annual report | Annual reports and presentations shall be available on www.bwenergy.no. The annual report for the current as well as the preceding three years shall be made available on BW Energy’s website. Annual reports shall be published within three months after the end of the financial year. BW Energy shall ensure that the annual report remains available and public for the following five years, as a minimum. It is recommended by the IR Code that the annual reports are published no later than three months after the end of the accounting period, unless BW Energy has published an interim report for the fourth quarter within this deadline. |
| Quarterly reporting | Quarterly reports (i.e., interim reports for the first and third quarter and half year reports for the first and the last half of the year) shall be published as soon as possible, and within the second month after the end of the said financial period. BW Energy shall ensure that the quarterly report remains available and public for the following five years, as a minimum. Half-year and interim reports for the current as well as the preceding three years shall be made available on BW Energy’s website. |
| Presentations | Open results presentations shall be held for investors, analysts and other stakeholders. The presentations shall be available on www.bwenergy.no. |
| Financial calendar | The reporting dates for annual, half-year and quarterly reports shall be stated in the financial calendar, which also shall include the date of the ordinary general shareholders’ meeting. The financial calendar shall be published on www.bwenergy.no. |
| Investor and analyst meetings | BW Energy shall hold regular meetings with investors and analysts. BW Energy’s ability to provide information about individual market participants, including investors and analysts, is limited by regulations applicable to listed companies, including the rules on good stock exchange practices, and the general requirement of equal treatment. All presentations used in the meetings will be available on www.bwenergy.no. |
| Capital markets day | BW Energy will consider holding a capital markets day when appropriate to keep the market up to date on development, strategy and outlook. Capital market days will be open to all who wish to attend, and the presentations will be made available on www.bwenergy.no. |
| Conferences, seminars, symposia, etc. | Representatives from BW Energy’s management will participate in various conferences and seminars where relevant. All relevant presentations held by BW Energy’s management will be published on www.bwenergy.no. |
| Rank | Holding | Stake % | Name |
|---|---|---|---|
| 1 | 191,903,110 | 74.38 | BW Group Limited |
| 2 | 6,996,998 | 2.71 | Citibank Europe plc |
| 3 | 6,365,457 | 2.47 | Citibank Europe plc |
| 4 | 4,049,163 | 1.57 | Brown Brothers Harriman (Lux.) SCA |
| 5 | 3,881,456 | 1.50 | VERDIPAPIRFONDET STOREBRAND NORGE |
| 6 | 3,821,010 | 1.48 | Carl Arnet, CEO |
| 7 | 1,826,445 | 0.71 | JPMorgan Chase Bank, N.A., London |
| 8 | 1,780,204 | 0.69 | BNP Paribas |
| 9 | 1,310,291 | 0.51 | Danske Invest Norge Vekst |
| 10 | 1,204,477 | 0.47 | Bank Pictet & Cie (Europe) AG |
| 11 | 1,169,725 | 0.45 | UBS Switzerland AG |
| 12 | 1,158,325 | 0.45 | Interactive Brokers LLC |
| 13 | 1,071,192 | 0.42 | CLEARSTREAM BANKING S.A. |
| 14 | 1,018,901 | 0.39 | Skandinaviska Enskilda Banken AB |
| 15 | 938,607 | 0.36 | AS CLIPPER |
| 16 | 883,452 | 0.34 | Citibank Europe plc |
| 17 | 855,478 | 0.33 | State Street Bank and Trust Comp |
| 18 | 779,020 | 0.30 | Citibank Europe plc |
| 19 | 742,048 | 0.29 | NORDNET LIVSFORSIKRING AS |
| 20 | 717,836 | 0.28 | MP PENSJON PK |
As of February 15, 2024
Top 20 Shareholders hold 90.1% of total BW Energy Limited shares.
Geographical distribution of top 20 shareholders holdings:
* Ireland: 6.5%
* Luxembourg: 5.6%
* Norway: 3.3%
* Switzerland: 0.5%
* United States: 1.7%
* Bermuda: 82.6%
Guided by purpose, vision, and principles BW Energy strives to achieve responsible development through the alignment of financial results, value creation, and sustainability. BW Energy acknowledges the challenges posed by climate change to both society and the environment, and is dedicated to promoting cleaner, more accessible energy sources while remaining steadfast in its commitment to reducing greenhouse gas emissions. Central to BW Energy’s approach is the strategic reuse of established energy infrastructure, fostering both economic growth and environmental stewardship throughout the development of confirmed oil and gas reservoirs. With oversight from the BW Energy Board of Directors, sustainability and corporate social responsibility policies are rigorously upheld. These policies not only prioritise ethical standards and regulatory compliance but also shape the organisational culture, operations, and engagements. BW Energy fulfills its sustainability objectives by tapping into proven offshore oil and gas reservoirs worldwide, leveraging existing energy infrastructure to streamline development processes, reduce costs, expedite project timelines, and mitigate carbon emissions.
BW Energy’s sustainability efforts, achievements, and performance in 2023, showcases the Company’s commitment to incorporating sustainability into its processes and operations. The Company uses guidelines from the International Oil and Gas Producers (IOGP), the American Petroleum Institute (API), the International Petroleum Industry Environmental Conservation Association (IPIECA), the Global Reporting Initiative (GRI), and the Norwegian Transparency Act standards to guide its dedication to safe, efficient, and economically supportive energy production in the Company’s operating regions. BW Energy views these standards and strong financial performance as essential for stakeholder value.
Prior to the Initial Public Offering (IPO) in 2020, BW Energy conducted a thorough materiality analysis that pinpointed essential factors for long-term value creation, as viewed by its stakeholders. These key areas include robust governance, operational safety and security, environmental and social responsibility, and adherence to fair employment practices. BW Energy remains steadfast in its commitment to these critical long-term value principles across all facets of operations, ensuring that its business strategies and daily activities consistently reflect these core values.
Throughout 2023, BW Energy significantly advanced its Operations Management System (OMS), effectively incorporating sustainability into the Company’s exploration and production (E&P) operations, and aligning with the United Nations Sustainable Development Goals (SDGs) for optimal impact. BW Energy also improved its Environmental and Social Management System (ESMS) to adhere to regulatory requirements and key international sustainability frameworks, such as the Equator Principles IV, the IFC Performance Standards, and the World Bank Group Environmental, Health, and Safety (EHS) Guidelines. These enhancements ensure BW Energy’s commitment to upholding global best practices in its operations.
BW Energy is committed to conducting its operations safely, efficiently, and responsibly, aiming for zero harm to people, the environment, and the communities in which it operates. The Company endeavors to adhere to industry best practices, with the Health, Safety, Environmental and Quality (HSEQ) department playing a pivotal role in ensuring compliance with all relevant protocols and standards. This department is instrumental in maintaining high performance and adherence to regulations across all operations. Furthermore, BW Energy implements robust measures for risk management and the careful maintenance of equipment and property, underlining the Company’s commitment to safety and sustainability.
BW Energy is committed to setting a benchmark in the industry by minimising incidents that could potentially harm individuals or the environment. The Company meticulously monitors its performance and promptly address any worrying trends. Empowering employees with the authority to halt any actions deemed unsafe and to voice concerns without fear of retaliation is a cornerstone of the Company’s safety culture. BW Energy’s objective is to minimise the possible number of accidents and incidents affecting safety, health, or environmental integrity within all company operations.
BW Energy has established comprehensive systems and tools designed to transparently showcase its adherence to, and achievement in, attaining goals and standards for safe, efficient, and responsible operations. This approach is rooted in the Company’s core objectives and the vital role the HSEQ Department performs. Through its efforts in fostering continuous improvement, the HSEQ Department enables BW Energy to not only meet but exceed these benchmarks. BW Energy is commitmented to maintaining transparency regarding performance and compliance, providing clear and straightforward information.
The BW Energy Health, Safety, Environmental & Quality (HSEQ) framework embodies a structured strategy to ensure operations are efficient, reliable, and compliant, aiming for zero harm to people, the environment and its facilities. This framework is founded on three pivotal elements: people, process, and plant. It is crafted to foster operational excellence that is repeatable and to drive continuous improvement in all aspects of the company. Defined within the BW Energy Operations Management System, the framework encompasses a thorough assurance programme that is dedicated to identifying and capitalising on opportunities for enhancement.
BW Energy continuously monitors leading indicators such as Process Safety, Occupational Safety, Environmental Stewardship, and Asset Integrity to proactively identify and address potential future performance issues. This forward-looking approach allows the Company to continually enhance its operations. Adhering to the International Oil and Gas Producers (IOGP) guidelines for incident reporting, BW Energy benchmarks its performance against industry standards, ensuring a commitment to excellence and continuous improvement in HSEQ performance.
Lost Time Injury (LTI) is an injury in the workplace that results in the injured person being unable to resume normal duties in their next or subsequent shifts, while Total Recordable Injuries (TRI) include lost time injuries, restricted work cases, and medical treatment cases.
The BW AdoloFPSO, FPSO Cidade de Vitória, and the MaBoMo production platform operated by BW Energy on the Dussafu licence, adhere to the International Ship and Port Facility Security (ISPS) Code, ensuring top-tier security standards. BW Energy has implemented a stringent security policy aimed at preventing unauthorised access and the introduction of hazardous materials, thereby ensuring the safety of its personnel and safeguarding its assets. In 2023, BW Energy successfully avoided any significant security incidents, underscoring the effectiveness of its security measures and commitment to maintaining a safe operational environment.
BW Energy has instituted a robust process for identifying the root causes of deviations and failures. Enabling front line operations personnel and engineering staff to use these insights to transform these deviations and failures into tangible improvements across the operations. This method allows the Company to continuously build on experiences, thereby reinforcing overall performance.# Sustainability
Continuing to manage environmental and sustainability action plan for the Dussafu field. Routinely perform critical habitat assessments in Gabon and Brazil. Published biodiversity and invasive species action plans in Gabon. Initiated flaring reduction plan for the Dussafu field.
In addition to maintaining focus on ensuring ongoing compliance of the production operations in Dussafu block with international environmental and social performance standards, considerable effort was expended simultaneously aligning operation of the newly commissioned MaBoMo production facility and the recently acquired FPSO Cidade de Vitória (in Gabon and Brazil respectively) with BW Energy’s environmental and social management system.
The Independent Environmental and Social Consultant appointed for the Dussafu Reserve Based Lending Facility Agreement (RBLFA) conducted third party monitoring events covering BW Energy’s environmental and social management practices in 1Q 2023. The key finding was that progress is being made with the ESAP action items. Ongoing activities observed at the shore bases and offshore were considered to be in line with Good International Industry Practice (GIIP) for the oil and gas industry. There were no significant non-conformances observed. There were no environmental regulatory non-compliances in 2023.
For details, please refer to the Task Force on Climate Related Financial Disclosures (TCFD) section of this report on page 57.
Please refer to Table 2 Environmental KPIs within the Operational Control KPIs on pages 50–51, which sets out the key metrics of environmental performance disclosures. BW Energy monitors a range of operational parameters to ensure compliance with environ-mental regulatory requirements and determine effectiveness of the various techniques that are deployed to minimise the environmental impacts of the Company’s hydrocarbon exploration and production activities.
For this reporting period, the waste metrics have been expanded to accommodate regional variations in units of meas-urement. Waste metrics for Gabon are reported on a mass basis while those for the USA and Brazil are stated on a volumetric basis.
Greenhouse gas emissions estimates disclosed in this report include Scope 1 and 2 sources and exclude Scope 3 sources, however, the key indirect sources (e.g., from spot charter sup-ply vessels, helicopter operations and contract drilling rigs) are tracked by the organisation. Due to the significant expansion of operations, including a tripling in the number of production facilities, air emissions increased from the previous year. The main contri-butions came from flaring in Gabon (78,078tCO2e) and fuel gas combustion in Brazil (69,165tCO2e).
For the first time, the emissions estimates included direct emissions from some non-combustion sources, specifically refrigerants. The scope of indirect emissions (from purchased energy) was further expanded from the USA and Gabon to include BW Energy premises in Brazil and Namibia, which contributed to an approximately 33% increase in indirect energy use. Due to the increased scope of operations, total energy use grew by about 50% from the previous reporting period.
The offshore flex-lay campaign in Dussafu block was still under-way at the start of 2023 and, in line with the organisation’s Gabon Biodiversity Action and Management Plan, BW Energy deployed appropriately qualified Marine Mammal Observers (MMO) to undertake monitoring of cetaceans, turtles, and sea birds and to support the relevant Vessel Masters with implementation of BW Energy’s Vessel Code of Conduct during activities that could potentially result in increased risks of underwater noise and/or collision risks with vulnerable marine fauna. To supplement the scientific knowledge base BW Energy mobilised MMOs to MaBoMo during September and October of 2023 during the whale migration period offshore, where they undertook visual surveys on the facility and during the return journey to Port-Gentil aboard a supply vessel.
The Golfinho environmental monitoring programme aims to observe and address changes in the marine environment around the production unit, with specific objectives including monitoring seawater characteristics, planktonic communities, and parameters of produced water, conducting annual oceanographic campaigns, and ensuring completion of planned sampling and analyses. Additionally, the pollution control project aims to minimise waste, emissions, and effluents from the production unit and support ves-sels, with the goal of generating minimal solid waste and emissions, recycling landed waste, and continually improving management processes based on ongoing environmental data analysis.
The increase in production in Dussafu block has resulted in an approximate doubling in the volume of produced water discharged overboard compared with the previous year. During the reporting period all produced water from the production wells produced to MaBoMo was exported to BW Adolo for treatment prior to overboard discharge. The produced water treatment process on BW Adolo achieved an average daily oil in water concentration of 13.2mg/l well below both the local regulatory limits and interna-tional guidelines.
Combined produced water discharge volumes for Gabon and Brazil have increased due to the water cut from the reservoirs produced by FPSO Cidade de Vitóriain the Golfinho block. This high water production is typical of reservoirs that have been in production for many years. The average daily oil in water concentration for the produced water discharge overboard from FPSO Cidade de Vitóriafor the last five months of 2023 when BW Energy operated was 16.7mg/l. During the reporting period there were no oil or chemical spills overboard exceeding one barrel.# Sustainability
| 2023 | 2022 | 2021 | |
|---|---|---|---|
| Fatalities | 0 | 0 | 0 |
| Total Recordable Incidents (TRI) | 3 | 1 | 2 |
| Lost Time Incidents (LTI ) including contractors | 2 | 0 | 1 |
| Hours worked – BWE, Contractors, MaBoMo BW AdoloFPSO, and FPSO Cidade de Vitória | 2,341,250 | 3,098,356 | 1,072,159 |
| Total Recordable Incident Rate (TRIR) (per million man hours) | 1.28 | 0.32 | 2.80 |
| Lost Time Incident Rate (LTIR) (per million man hours) | 0.85 | 0.00 | 0.93 |
| 2023 | 2022 | 2021 | |
|---|---|---|---|
| Environmental spills > 1 bbl | 0 | 0 | 0 |
| Security incidents | 0 | 0 | 0 |
Table 1: Health & safety performance KPIs
For additional information, please see the GRI content index 2023.
| 2023 | 2022 | 2021 | |
|---|---|---|---|
| Senior Management | 29% / 71% | 29% / 71% | 0% / 100% |
| Board of Directors | 33% / 67% | 20% / 80% | 20% / 80% |
| Total employees and long-term contractors | 21% / 79% | 23% / 77% | 34% / 66% |
Table 2: People KPIs
For additional information, please see the GRI content index 2023.
| Environmental metrics | Unit | 2023 | 2022 | 2021 |
|---|---|---|---|---|
| ENERGY | ||||
| Direct energy use | GJ | 1,430,515 | 966,809 | 854,300 |
| Indirect energy use | GJ | 7,146 | 5,401 | DNR |
| Total energy use | GJ | 1,437,660 | 972,210 | DNR |
| GREENHOUSE GAS EMISSIONS | ||||
| CO₂ equivalent | Te | 244,995 | 127,824 | 122,107 |
| N₂O | Te | 13.2 | 6.2 | 5.7 |
| CH₄ (Methane) | Te | 296 | 207 | 214 |
| CO₂ | Te | 227,370 | 120,385 | 114,604 |
| CO₂ equivalent per barrel produced (Gabon) | kg/bbl | 26.3 | 33.1 | 29.6 |
| CO₂ equivalent per barrel produced (Brazil) | kg/bbl | 59.7 | N/A | N/A |
| NON-GREENHOUSE GAS EMISSIONS | ||||
| CO | Te | 319 | 167 | 155 |
| NOx | Te | 444 | 139 | 77 |
| SO₂ | Te | 73.5 | 42.2 | 32.9 |
| nmVOC | Te | 285 | 208 | 213 |
| FLARING | ||||
| Flared gas | mmscf | 820 | 533 | 485 |
| MARINE DISCHARGES & CHEMICAL MANAGEMENT | ||||
| Produced water discharged to sea | bbl | 9,796,343 | 1,382,199 | 884,347 |
| Oil in water content (Gabon) | ppm | 13.2 | 7.1 | 7.5 |
| Oil in water content (Brazil) | ppm | 16.7 | N/A | N/A |
| Environmental metrics | Unit | 2023 | 2022 | 2021 |
|---|---|---|---|---|
| WASTE (Gabon) | ||||
| Total waste | m³ | 3,107 | 1,526 | 1,955 |
| General waste | m³ | 2,625 | 1,481 | 1,608 |
| Recyclable waste | m³ | 50 | DNR | DNR |
| Hazardous waste | m³ | 432 | 45 | 347 |
| WASTE (Brazil & USA) | ||||
| Total waste | Te | 140 | N/A | N/A |
| General waste | Te | 34 | N/A | N/A |
| Recyclable waste | Te | 48 | N/A | N/A |
| Hazardous waste | Te | 58 | N/A | N/A |
Table 3: Environmental KPIs
DNR – data not recorded
N/A – not applicable
For additional information, please see the GRI content index 2023.
The expansion of development activities in Dussafu block with the initiation of the Hibiscus / Ruche drilling campaign and the MaBoMoproduction facility coming online during 2023 resulted in a doubling of the total volume of waste generated in Gabon compared with the previous year. In Gabon, BW Energy was able to start diverting 50m3 of recyclable waste away from landfill for the first time since inception. In Brazil, approximately 80% of non-hazardous waste was recycled.
Additional information on calculations of environmental KPIs
BW Energy is a member of the International Association of Oil and Gas Producers (IOGP) and aligns its reporting with the environmental and social guidelines endorsed by IOGP and produced jointly with American Petroleum Institute (API) and the International Petroleum Industry Environmental Conservation Association (IPIECA). The reporting perimeter selected is based on operational control and not equity share.
At BW Energy, fostering a culture of fairness and inclusivity isn’t just a goal; it’s a fundamental aspect of the company identity. The well-being of employees is prioritised as a critical part of the Company’s organisational integrity, creating a positive impact on the broader community. Recognising the invaluable role the BW Energy workforce plays in achieving operational and financial objectives, their safety and professional development is the highest importance. Processes are designed to optimise performance and cultivate a culture of care throughout the company and its operations.
At BW Energy, commitment to human rights, anti-discrimination, and ethical employment practices is unwavering. Reflected in the Code of Ethics and Business Conduct, this commitment under-scores the organisation’s dedication to respecting individuals, upholding human rights, and fostering fair employment practices. Human capital policies and associated procedures are aligned with ethical business standards, encompassing transparent recruitment processes and the provision of comprehensive employment agree-ments that delineate the rights and entitlements of BW Energy personnel.
BW Energy is resolute in treating all individuals with dignity and respect, prohibiting any form of unlawful discrimination or inappro-priate workplace conduct, including harassment and discrimination based on ethnicity, nationality, age, gender identity, sexual orienta-tion, marital status, religion, or disability. Aligning with international standards, such as the United Nations Universal Declaration of Human Rights, the Norwegian Transparency Act, and guidelines from the International Labour Organization, BW Energy unequiv-ocally denounce practices such as slavery, forced labour, child labour, and other human rights violations.
BW Energy holds third-party partners and suppliers to the same high standards, expecting them to adhere to human rights principles and relevant employment practices. Rigorous due diligence is conducted to ensure that supply chains operate ethically and responsibly, mit-igating risks related to slavery, human trafficking, forced or child labour, and other violations of human rights and labour standards.
At BW Energy, diversity is celebrated as a catalyst for collaboration and innovation. The company embraces individuals from diverse backgrounds, experiences, and characteristics, actively striving to build a workforce that reflects a spectrum of identities and perspectives. Commitment to equal opportunity extends across all levels and functions, promoting inclusivity regardless of gender identity, sexual orientation, nationality, religion, or age. The company recognises the importance of local content and expertise, endeavoring to cultivate a strong local presence in all its operations. By nurturing local talent and fostering collaboration within the communities, BWE not only enhances its operational capabilities but also contribute to sustainable development and cultural enrichment.
BW Energy views employees as the most valuable asset and invests in their continuous growth and development. Through com-prehensive training programmes and opportunities for professional advancement, the workforce is empowered to thrive in their roles and contribute meaningfully to the collective success.
Transparent communication and accountability are central to the company’s performance management approach. By engaging in open dialogue with employees, setting clear expectations, and pro-viding constructive feedback, a culture of continuous improvement and accountability is cultivated. The compensation framework is meritocratic, designed to fairly reward employees based on their contributions, performance, and alignment with long-term business strategy.
BW Energy is committed to supporting freedom of association and collective bargaining. This is clearly stated in the Code of Ethics and Business Conduct. Collective bargaining is a negotia-tion process between the employers and unionised employees to regulate the terms and conditions, which include wages, working conditions, benefits, and other aspects of workers’ compensation and rights for workers. Currently, BW Energy has no employees covered under Collective Bargaining agreements.
As BW Energy charts its course for the future, the company remains steadfast in the commitment to fostering fairness, inclu-sion, and ethical practices across all facets of operations. Through strategic partnerships, community engagement initiatives, and ongoing workforce investments, BW Energy will continue to uphold its signature strengths and create lasting value for employees, stakeholders, and the communities it serves.
Ethics & Compliance are key factors in BW Energy’s business approach and success
BW Energy is a fair and non-discriminating local employer. As such, BW Energy complies with all applicable laws and regulations in every country in which it operates. Wherever appropriate, BW Energy operations also follow international norms and standards. BW Energy expects its employees and service providers to model ethical behaviour. Indeed, ensuring ethical business behaviour is of great importance to BW Energy and its stakeholders. Therefore, BW Energy actively engages with local authorities to make sure such expectations are met.# BW Energy’s Ethics & Compliance Programme
BW Energy’s Compliance programme consists of five components: (1) Compliance Standards and Policies; (2) Employee Training and Communication; (3) Confidential Reporting and Investigation; (4) Third-party Management, and (5) Continuous Programme Monitoring & Improvement. This is implemented by Senior Vice President, Corporate Integrity, who reports directly to the CEO. The SVP Corporate Integrity also provides quarterly updates to BW Energy’s Audit Committee.
BW Energy has developed internal policies and procedures which provide a basis for the attitudes and principles that govern the culture at BW Energy. BW Energy’s internal procedures and guidelines are designed to assist BW Energy employees to avoid even the appearance of impropriety. Many of these policies and procedures are summarised in the Code of Ethics and Business Conduct, which applies to all employees of BW Energy, and to all BW Energy Board members, officers, temporary employees, intermediaries, and others who act on behalf of BW Energy.
BW Energy does not make political contributions, nor does it authorise any personnel or representatives to do so on its behalf. When BW Energy provides sponsorship, charitable contributions, and/or donations aimed at improving the lives and welfare of the local communities in which it operates, it does so only after ensuring that the contributions are legal, vetted, and properly recorded in its books and records.
BW Energy requires all employees to complete training on anti-bribery and corruption matters. This training can be provided through computer modules, in-person training sessions, or a combination of both. Training covers topics such as Gifts & Hospitality, Politically Exposed Persons, and Conflicts of Interest. Specifically, BW Energy employees must follow a reporting and approval process that monitors the giving or receiving of gifts or hospitality. In addition, BW Energy requires its employees to report any potential conflicts of interest on an annual basis. Such declarations include relationship to public officials or politically exposed personnel.
BW Energy has implemented an anonymous reporting channel (the Speak Up Channel) which is hosted by an independent third party. Access to the Speak Up Channel is available to any interested parties via BW Energy’s external-facing internet site. This allows employees, business partners, and relevant stakeholders to report any concern they might have, including potential violations of BW Energy’s Code Ethics and Business Conduct. All reports submitted to the Speak Up Channel are treated confidentially and will be investigated promptly and fairly. BW Energy is committed to ensuring that no retaliation is taken against individuals that make a good-faith report to the Speak Up Channel. Information related to reports received through the Speak Up Channel is communicated to the BW Energy’s Audit Committee on a quarterly basis. Verified breaches of BW Energy’s Code of Ethics and Business Conduct may result in disciplinary action up to, and including, termination.
A key focus of BW Energy’s Compliance programme is the assessment of external vendors and service providers, also known as third-party providers (TPPs). All TPPs are assessed for compliance with relevant laws and regulations, and compliance with the principles of the BW Energy Code of Ethics and Business Conduct. It is the expectation of BW Energy that all TPPs will observe equivalent anti-corruption principles when conducting businesses with BW Energy, and for this reason, BW Energy has adopted a Supplier Code of Ethics and Business Conduct. BW Energy’s Supplier Code of Ethics and Business Conduct emphasises that all of BW Energy’s TPPs should support the UN’s Universal Declaration of Human Rights and the standards advised by the International Labour Organisation. It also firmly establishes that BW Energy expects its TPPs to ensure that child labour, forced labour, and human trafficking is not undertaken in the performance of their activities.
To assist BW Energy’s management in its operational responsibilities, and to ensure compliance with all applicable money laundering, corruption, and anti-bribery legislation as well as BW Energy’s ethics principles, BW Energy has established an internal Compliance Committee. This Compliance Committee assists BW Energy’s SVP Corporate Integrity to consider emerging compliance risks and to measure BW Energy’s progress addressing previously identified risks.
To provide for enhanced transparency on payments made to governments, BW Energy prepares a separate report disclosing material payments made to governments in the countries in which BW Energy operates. The report is made on an annual basis at field and country level including additional contextual information, consisting of certain legal, monetary, numerical, and production volume information. The report is available on BW Energy’s website, www.bwenergy.no. The report meets the requirements of the Norwegian Securities Trading Act §5-5 and of the Norwegian Accounting Act §3-3d for entities which are active in extractive industries with regards to disclosure of direct payments to governments, including payments made by subsidiaries, joint operations, and joint ventures, or on behalf of such entities involved in extractive activities.
BW Energy has developed a corporate governance structure and adheres to the Norwegian Corporate Governance Board (NUES) Code of Practice, in force as of 14 October 2021. Please refer to the Corporate Governance section of the Annual Report for more details.
BW Energy will continue to monitor and address any Compliance issues that arise.
Describe the board’s oversight of climate-related risks and opportunities
The Board of Directors considers climate-related matters when reviewing and guiding strategy, risk management policies, and business plans, as well as setting performance objectives. The Board has allocated formal oversight of specific climate-related actions and plans to the Audit Committee, which also acts as a preparatory body for climate-related matters to be considered by the Board. Climate-related risks are part of the overall risk framework for BW Energy and are reviewed regularly by the Board and at least quarterly. In yearly meetings, the Board will consider progress towards climate-related goals and targets, relevant policy frameworks, and set new performance goals and targets, where relevant.
Describe the management’s role in assessing and managing climate-related risks and opportunities
Project and operational risks are managed through the Operations Management System, as well as in relation to specific projects according to local regulations and requirements. There are monthly reports to the management on operational matters along with related KPIs. Specific climate-related risks are considered by the executive management at least quarterly. Climate-related opportunities are managed as part of BW Energy’s ongoing business and strategy. The responsibilities are distributed across the management level in accordance with the Operations Management System’s leadership and accountability structures. The executive management reports performance on climate-related matters, including associated KPIs, to the Board of Directors at least annually. A full overview of all sustainability matters, including climate-related risks and opportunities, are presented once a year for approval in preparation for the annual report.
Describe the climate-related risks and opportunities the organisation has identified over the short, medium, and long term
BW Energy defines short term as 0-2 years, medium term 3-10 years, and long term more than 10 years.
Describe the climate-related risks and opportunities the organisation has identified over the short, medium, and long term
The transition to a low-carbon society involves increasing the amount of renewable energy in the world’s energy supply. However, the provision of hydrocarbons as energy sources will remain vital to provide society with affordable energy. BW Energy capitalises on the market opportunity to re-purpose and re-deploy existing offshore hydrocarbon production facilities, which yield an associated reduction or saving of GHG emissions compared to alternatives that involve building new infrastructure.
Describe the climate-related risks and opportunities the organisation has identified over the short, medium, and long term
BW Energy has not considered specific climate scenarios, however, during the next 20-30 years, BW Energy expects hydrocarbons to continue to play a significant role in the global energy supply and believes that, in this context, its strategy is resilient towards climate-related risks and opportunities.# BW Energy Limited | Annual Report 2023
Describe the organisation’s processes for identifying and assessing climate-related risks
Risks of a more strategic nature are identified and assessed through continuous stakeholder dialogue and initiatives across the value chain in the countries regions where BW Energy has operations. Operational climate-related risks are identified and assessed continuously as part of the Operations Management System.
Describe the organisation’s processes for identifying and assessing climate-related risks
The Operations Management System is integral to manage climate-related risks of an operational nature. Risks that are more strategic are incorporated in the general strategy process and result in specific targets and aims for new business opportunities. This also involves close dialogue with local authorities and adherence to local rules and regulations.
Describe how processes for identifying, assessing, and managing climate-related risks are integrated into the organisation’s overall risk management
Generic risks are managed at group level through the Operations Management System including physical climate risks like adverse weather events. Longer term risks, like transition risks, are part of the overall strategic framework of BW Energy and are integrated into long-term planning, along with the corresponding climate-related opportunities.
Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk management process
The key metric used is Scope 1 + 2 GHG emissions per barrel produced. This also involves sub-metrics such as energy intensity per barrel produced.
Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 GHG emissions, and the related risks
GHG emissions are reported annually. See the GRI disclosures in this report.
Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targets
BW Energy is in the process of developing its internal GHG reporting system and will seek to set clear targets for GHG emission reductions in the future.
| Risk Type | Classification | Description | Likelihood | Mitigation | Time¹ |
|---|---|---|---|---|---|
| Physical | Acute | Increased severity of extreme weather like storms leading to disruption of operations | More likely than not | Emergency response preparedness | MT |
| Risk management systems | |||||
| Chronic | Increased frequency of extreme weather events leading to disruption of operations | About as likely as not | Preparation for extreme weather when retrofitting new production facilities | LT | |
| Transition | Policy and legal | Higher carbon pricing levels impacting the cost of fuel and operations | Very likely | Energy efficiency improvements | MT |
| Restrictions on emission levels | |||||
| Likely | Ensure production is energy efficient and low carbon | ||||
| Technology | Carbon capture, flaring capturing gas technologies, and the use of renewable energy offshore | Likely | Ensure that BW Energy keeps up with technological developments | LT | |
| Market | Reduced demand for hydrocarbon energy supply as renewable energy makes up a larger proportion of the energy mix | Very likely | Consider investing in renewable energy technologies that can reduce BW Energy’s carbon footprint | LT | |
| Consider a more conservative oil price outlook when developing new projects | |||||
| Reputation | Stigmatisation of industry sectors with high energy usage and emissions | More likely than not | Invest in renewable energy technology to reduce emissions from operations | LT | |
| Consider using carbon offsets |
¹Time Horizons: ST (short-term) 0-2 years, MT (medium term) 3-10 years, LT (long term) 11 years and onwards
| GRI standard ref. No. | Disclosure | 2023 Statement |
|---|---|---|
| General Disclosures | ||
| GRI 2: General Disclosures 2021 | ||
| 2-1 | Organisational details | BW Energy’s organisational details are described in 2023 Annual Report, page 30, and Note 1of the Consolidated Financial Statements. |
| 2-2 | Entities included in the organisation’s sustainability reporting | BW Energy's reporting includes all entities as noted in the 2023 Annual Report in Note 19of the Consolidated Financial Statements. |
| 2-3 | Reporting period, frequency and contact point | BW Energy publishes its Annual Report based on the calendar year 2023. Contact person for BW Energy's Annual Report and communication is Knut Sæthre, CFO, [email protected]. |
| 2-4 | Restatements of information | No restatement of information. |
| 2-5 | External assurance | BW Energy does not have a policy in place for external assurance practices. BW Energy's 2023 Annual Report is assured internally by the Board of Directors. To date, BW Energy has not sought to have its Annual Report externally assured as understood in the context of the GRI. However, the environmental and social work streams for the Dussafu RBL Facility have been subject to ongoing due diligence/verification and periodic formal review by the Independent Environmental and Social Consultant (ERM). The estimates of projected GHG emissions for the life of the Dussafu field have been reviewed in detail by subject matter experts at ERM and RSK and found to be fit for purpose and free from error. BW Energy's Brazil Golfinho operations are in compliance with all governmental regulations and are routinely audited and reviewed. |
| 2-6 | Activities, value chain and other business relationships | BW Energy is engaged in exploration and production activities in the Oil and Gas sector. BW Energy's revenues are derived from the sales of produced crude oil to refineries around the globe. BW Energy's value chain is described in the 2023 Annual Report in Note 4of the Consolidated Financial Statements and in the Supplier Code of Ethics and Business Conduct found on the website, www.bwenergy.no/siteassets/documents/supplier-code-of-ethics.pdf |
| 2-7 | Employees | BW Energy acquired the Golfinho cluster of fields in Brazil in 2023 and the FPSO Cidade de Vitória, leading to significant increases in all categories of BW Energy Brazil workers.Note to Onshore and Offshore employee tables:– The personnel statistics are based on year-end headcount at 31 December 2023– ‘Other’ region for personnel overview includes employees working remotely |
| Employment Category | Gender | Brazil | Gabon | Namibia | Norway | Singapore | USA | Other* | Grand Total |
|---|---|---|---|---|---|---|---|---|---|
| Senior Management | Female | - | - | - | - | - | - | 2 | 2 |
| Male | - | - | - | 1 | 1 | 3 | - | 5 | |
| Management | Female | 5 | 4 | - | - | - | 3 | - | 12 |
| Male | 8 | 4 | 1 | - | 1 | 16 | 1 | 31 | |
| Employee | Female | 28 | 16 | 1 | 2 | - | 20 | - | 67 |
| Male | 35 | 23 | 2 | 2 | - | 17 | 1 | 80 | |
| Legacy Contingent | Female | - | - | - | - | - | - | - | - |
| Male | - | - | - | - | - | 2 | - | 2 | |
| Contingent Worker | Female | - | 1 | - | - | - | 3 | 1 | 5 |
| Male | - | 11 | - | 2 | 1 | 6 | - | 37 | |
| Grand Total | 76 | 59 | 4 | 7 | 3 | 72 | 20 | 241 |
| Employment Category | Gender | Brazil | Gabon | Grand Total |
|---|---|---|---|---|
| Senior Management | Female | - | - | - |
| Male | - | - | - | |
| Management | Female | - | - | - |
| Male | - | - | - | |
| Employee | Female | 1 | - | 1 |
| Male | 3 | 33 | 36 | |
| Legacy Contingent | Female | - | - | - |
| Male | - | - | - | |
| Contingent Worker | Female | 1 | 1 | 2 |
| Male | 99 | 55 | 154 | |
| Grand Total | 104 | 89 | 193 |
| GRI standard ref. No. | Disclosure | 2023 Statement |
|---|---|---|
| General Disclosures | ||
| GRI 2: General Disclosures 2021 | ||
| 2-8 | Workers who are not employees | BW Energy acquired the Golfinho cluster of fields in Brazil in 2023 and the FPSO Cidade de Vitória, leading to significant increases in all categories of BW Energy Brazil workers.Onshore and Offshore employee tables included in disclosure 2-07 are also applicable to disclosure 2-08. Note to tables:The most common type of non-permanent personnel are contingent workers hired for a time specific period. Contingent workers are hired through 3rdparty agreements.Non-permanent personnel are typically hired for the following roles:1. Positions such as technical and subject matter expert roles to cover for peak capacity needs during projects. |
| 2-9 | Governance structure and composition | BW Energy's governance structure is described in the Corproate Governance report in the 2023 Annual Report, page30.All members of the board are non-executive. |
| 2-10 | Nomination and selection of the highest governance body | Nomination and selection of BW Energy's Board of Directors is described in the 2023 Annual Report, page 33, and under Investors on the website, www.bwenergy.no. |
| 2-11 | Chair of the highest governance body | The Chair of BW Energy's Board of Directors is not a senior executive. |
| 2-12 | Role of the highest governance body in overseeing the management of impacts | Information regarding the role of the highest governance body and its committees is covered in the 2023 Annual Report, page 34, and on the website, www.bwenergy.no.The Board of Directors performs annual reviews of BW Energy's strategic planning and impacts through the sustainability reporting process. |
| 2-13 | Delegation of responsibility for managing impacts | The BW Energy Board of Directors has delegated senior management with the responsibility to manage impacts. |
| GRI standard ref. No. | Disclosure | 2023 Statement # Sustainability | GRI index
| GRI standard | Disclosure | GRI sector standard ref. No. | 2023 Statement |
|---|---|---|---|
| Water and effluents | |||
| GRI 303: Water and Effluents 2018 | 303-2 Management of water discharge-related impacts | 11.6.3 | Refer to Sustainability, Environmentally conscious operations on page 48, in the 2023 Annual Report. |
| 303-3 Water withdrawal | 11.6.4 | Not applicable. | |
| 303-4 Water discharge | 11.6.5 | Refer to KPIs Table 3 in the Sustainability section of the 2023 Annual Report, page51. | |
| 303-5 Water consumption | 11.6.6 | Not applicable. | |
| Biodiversity | |||
| GRI 304: Biodiversity 2016 | 304-1 Operational sites owned, leased, managed in, or adjacent to, protected areas and areas of high biodiversity value outside protected areas | 11.4.2 | In Gabon, the offshore hydrocarbon production operations are located in la Réserve Aquatique du Grand Sud du Gabon (a nationally designated marine protected area) and overlap with two ecologically and biological sensitive areas (EBSAs). The Dussafu block is also situated adjacent to the Mayumba National Park. In Brazil, the Golfinho field is located in the Espirito Santo Basin and is surrounded by multiple ecologically and biologically sensitive areas. |
| 304-2 Significant impacts of activities, products and services on biodiversity | 11.4.3 | Refer to the Sustainability section of the 2023 Annual Report. | |
| 304-3 Habitats protected or restored | 11.4.4 | Refer to GRI Disclosure 304-1 regarding collaboration/partnerships with third parties to protect natural marine habitats that have high conservation value. In addtion, see the Environmentally conscious operations section of the 2023 Annual Report on page48. | |
| 304-4 IUCN Red List species and national conservation list species with habitats in areas affected by operations | 11.4.5 | Refer to Chapter 6 (Critical Habitat Assessment) of the Dussafu ESIA Addendum for the total number of IUCN Red List species and national conservation list species with habitats in areas affected by the operations of the organisation, by level of extinction risk. See: www.bwenergy.no/sustainability/dussa-fu-esia-addendum/ Near the Golfinho field in Brazil, there are a number of endangered creatures including but not limited to fish, marine mammal, turtles, and coral reefs. | |
| Emissions | |||
| GRI 305: Emissions 2016 | 305-1 Direct (Scope 1) GHG emissions | 11.1.5 | BW Energy's Environmental Metrics KPI Table 3 on page 51of the 2023 Annual Report contains Scope 1 and Scope 2 absolute emissions of GHGs and below for more information. The GHGs included in Scope 1 emissions estimates are CO2, CH4and N2O. Only combustion sources of GHG emissions are currently included in Scope 1 emissions calculations (i.e., no venting and fugitives emissions sources). |
| Energy consumption | Unit | 2023 | 2022 | GRI Standard |
|---|---|---|---|---|
| Gas fuel consumed (non-renewable) | GJ | 596,069 | 466,654 | GRI 302 |
| Liquid fuel consumed (non-renewable) | GJ | 834,445 | 544,566 | GRI 302 |
| Electricity consumed | GJ | 7,146 | 5,401 | GRI 302 |
| Energy intensity¹ - Gabon | GJ per 1,000t oil produced | 1,309 | 1,810 | GRI 302 |
| Energy intensity¹ - Brazil | GJ per 1,000t oil produced | 1,623 | N/A | GRI 302 |
| Energy consumption from renewable sources | % | - | - | GRI 302 |
| Energy consumption from non-renewable sources | % | 100 | 100 | GRI 302 |
¹Direct BW Energy Limited | Annual Report 2023
| Greenhouse gas emissions | Unit | 2023 | 2022 | GRI Standard |
|---|---|---|---|---|
| Scope 1 GHG emissions | tonnes CO2e | 244,609 | 127,824 | GRI 305 |
| Scope 2 GHG emissions (location based) | tonnes CO2e | 277 | 235 | GRI 305 |
| Total GHG emissions (Scope 1 + Scope 2 location based) | tonnes CO2e | 244,886 | 128,059 | GRI 305 |
| Carbon intensity (Scope 1 + 2) Gabon | kg CO2e per boe | 26 | 33 | GRI 305 |
| Carbon intensity (Scope 1 + 2) Brazil | kg CO2e per boe | 60 | N/A | GRI 305 |
| CO2 emissions (Scope 1) | tonnes | 227,370 | 120,385 | GRI 305 |
| CO2 emissions excl. flaring (Scope 1) | tonnes | 166,531 | 62,819 | GRI 305 |
| CO2 emissions from flaring | tonnes | 78,078 | 57,566 | GRI 305 |
| GRI standard | Disclosure | GRI sector standard ref. No. | 2023 Statement |
|---|---|---|---|
| Emissions | |||
| GRI 305: Emissions 2016 | 305-2 Energy indirect (Scope 2) GHG emissions | 11.1.6 | BW Energy's Scope 2 emissions are in the table noted in Disclosure 305-1. Scope 2 emissions are limited to those arising from electricity purchased by BWE since the company does not use heating, cooling or steam provided by third parties. Only CO2 emissions are calculated (none of the other 5 GHGs) and the CO2 emissions factors used are specific to the geographic location of BWE offices and include: USA, Gabon, Brazil, and Namibia. The source of the CO2 emission factors (in kgCO2/kWh) varies depending on operating location. EF source for Gabon is Ecometrica (2011) Electricity-specific emission factors for grid electricity. EF source for Texas is US EPA eGrid database Feb 2020 (EFs for 2018). EF source for Rio de Janeiro office electricity consumption is the Government of Brazil (https://www.gov.br/mcti/pt-br/acompanhe-o-mcti/sirene/dados-e-ferramentas/fatores-de-emissao) which is provided on a per month basis. The EF source for Namibia is Carbon Foortprint International Electricity factors publication 2023 07. |
| 305-4 GHG emissions intensity | 11.1.8 | Refer to the Environmental Metrics KPI Table 3 on page 51. The organisation-specific metric (denominator) chosen to calculate emissions intensity ratio is wellhead production. | |
| 305-7 Nitrogen oxides (NOx), sulphur oxides (SOx), and other significant air emissions | 11.3.2 | BW Energy reports on emissions of NOX, SOXand VOC in the 2023 Annual Report, Environmental Metrics KPI Table 3 on page 51. The Company uses the Oil and Gas UK Environmental Emissions Monitoring System, and bases its reporting on methodologies from the American Petroleum Institute 2021 Compendium of Greenhouse Gas Emissions methodologies for the Oil and Natural Gas Industry. | |
| Waste | |||
| GRI 306: Waste 2020 | 306-3 Waste generated | 11.5.411.8.2 | BW Energy distinguishes between hazardous, recyclable and residual (landfill) solid waste types. The available data is contained in the Environmental Metrics KPI Table 3 on page 51of the Annual Report. |
| 306-4 Waste diverted from disposal | 11.5.5 | Refer to information in Disclosure 306-3. | |
| 306-5 Waste directed to disposal | 11.5.6 | Refer to Environmental Metrics KPI Table 3 on page51. | |
| Employment | |||
| GRI 401: Employment 2016 | 401-1 New employee hires and employee turnover | 11.10.2 | See tables entitled ‘Joiners 2023’ and ‘Turnover 2023’ for information. |
| Gender / Age | Africa | Americas | Other* | Total Joiners | Total Percentage |
|---|---|---|---|---|---|
| Female | 32 | 17% | |||
| ≤30 | 4 | 1 | 3% | ||
| 31-50 | 5 | 16 | 1 | 12% | |
| ≥51 | 1 | 4 | - | 3% | |
| Male | 158 | 83% | |||
| ≤30 | 4 | 1 | 3% | ||
| 31-50 | 9 | 101 | 2 | 59% | |
| ≥51 | 8 | 25 | 8 | 22% | |
| Grand total | 190 | 100% |
| Gender / Age | Africa | Americas | Other* | Total Turnover | Total Percentage |
|---|---|---|---|---|---|
| Female | 11 | 22% | |||
| ≤30 | 2 | - | 4% | ||
| 31-50 | 1 | 4 | 1 | 12% | |
| ≥51 | - | 3 | - | 6% | |
| Male | 38 | 78% | |||
| ≤30 | 1 | - | 1 | 4% | |
| 31-50 | 10 | 10 | 3 | 47% | |
| ≥51 | 3 | 8 | 2 | 27% | |
| Grand total | 49 | 100% |
| GRI standard | Disclosure | GRI sector standard ref. No. | 2023 Statement |
|---|---|---|---|
| Employment | |||
| GRI 401: Employment 2016 | 401-2 Benefits provided to full-time employees that are not provided to temporary or part-time employees | 11.10.3 | At a minimum, BW Energy complies with local legislative requirements for employee benefits. |
| 401-3 Parental leave | 11.10.411.11.3 | At a minimum, BW Energy complies with local legislative requirements for employee benefits. All staff at BW Energy are entitled to parental leave regard-less of gender. In 2023, four females and two males were took paternity leave. Total number of employees returning from parental leave in 2023 totaled three: one female and two males. Return to work and retention rates of employees that took parental leave is 100% regardless of gender. All employees have returned and are still employed, however, not all have completed 12-month of service after return. | |
| Labour/management relations | |||
| GRI 402: Labour/Management Relations 2016 | 402-1 Minimum notice periods regarding operational changes | 11.7.211.10.5 | At a minimum, BW Energy complies with local legislative requirements for notification periods. |
| Occupational health and safety | |||
| GRI 403: Occupational Health and Safety 2018 | 403-1 Occupational health and safety management system | 11.9.2 | Refer to the HSEQ framework section of the 2023 Annual Report, page46. |
| 403-2 Hazard identification, risk assessment, and incident investigation | 11.9.3 | Refer to the HSEQ framework section of the 2023 Annual Report, page46. | |
| 403-3 Occupational health services | 11.9.4 | Refer to the HSEQ framework section of the 2023 Annual Report, page46. | |
| 403-4 Worker participation, consultation, and communica-tion on occupational health and safety | 11.9.5 | Refer to the HSEQ framework section of the 2023 Annual Report, page46. | |
| 403-5 Worker training on occupational health and safety | 11.9.6 | Refer to the HSEQ framework section of the 2023 Annual Report, page46. | |
| 403-6 Promotion of worker health | 11.9.7 | Refer to the HSEQ framework section of the 2023 Annual Report, page46. |
Disclosure
GRI 404: Training and Education 2016
404-1 Average hours of training per year per employee
In 2023, BW Energy’s employees received an average of 17 hours of training per employee. Training categories included leadership development, induction training, professional, and technical training. BW Energy does not track training per gender.
GRI 404: Training and Education 2016
404-2 Programmes for upgrading employee skills and transition assistance programmes
BW Energy continuously invests in employee training and competency. BW Energy supports personal development and training by internal or external courses, within the categories of leadership development, induction training, internships, professional, and technical training.
BW Energy Limited | Annual Report 2023
71
Disclosure
GRI 405: Diversity and Equal Opportunity 2016
405-1 Diversity of governance bodies and employees
BW Energy's Board and Management composition is described in the 2023 Annual Report on People - gender splits Metrics KPI Table 2, page50.On 31 December 2023, 21% percent of the total workforce was female, and 79% percent male.
BW Energy
Gender/Age | Percentage
---|---
Female | 21%
<30 | 3%
31-50 | 17%
51 | 3%
Male | 79%
<30 | 3%
31-50 | 52%
51 | 25%
BW Energy Limited | Annual Report 2023
72
Disclosure
GRI 406: Non-discrimination 2016
406-1 Incidents of discrimination and corrective actions taken
BW Energy had zero (0) incidents of discrimination during 2023.
GRI 407: Freedom of Association and Collective Bargaining 2016
407-1 Operations and suppliers in which the right to freedom of association and collective bargaining may be at risk
BW Energy is not aware of any incidents in which workers' rights to exercise freedom of association or collective bargaining may have been violated.
GRI 409: Forced or Compulsory Labour 2016
409-1 Operations and suppliers at significant risk for incidents of forced or compulsory labour
BW Energy is not aware of any operations or suppliers considered to have significant risk for incidents of forced or compulsory labour.
GRI 410: Security Practices 2016
410-1 Security personnel trained in human rights policies or procedures
Not applicable. BW Energy does not employ security personnel.
GRI 411: Rights of Indigenous Peoples 2016
411-1 Incidents of violations involving rights of indigenous peoples
BW Energy is not aware of any incidents or violations involving the rights of indigenous peoples.
GRI 413: Local Communities 2016
413-1 Operations with local community engagement, impact assessments, and development programmes
BW Energy's activities are undertaken in accordance with best international practices relating to planning and execution of stakeholder engagement, environmental and social impact assessment, public disclosure, community grievance management, social investment/community development. Refer to the Sustainability section of the 2023 Annual Report for more information.
413-2 Operations with significant actual and potential negative impacts on local communities
Due to the remoteness of BW Energy's production facilities from land, there are no significant negative impacts on local communities. The key potential impact on local communities is in the unlikely event of a significant oil spill.
BW Energy Limited | Annual Report 2023
73
Disclosure
GRI 414: Supplier Social Assessment 2016
414-1 New suppliers that were screened using social criteria
Refer to BW Energy 'Supplier Code of Ethics and Business Conduct', found under ESG at www.bwenergy.no.
414-2 Negative social impacts in the supply chain and actions taken
Refer to BW Energy 'Supplier Code of Ethics and Business Conduct', found under ESG at www.bwenergy.no.
GRI 415: Public Policy 2016
415-1 Political contributions
The Company does not make political contributions.
BW Energy Limited | Annual Report 2023
74
BW Energy Limited | Annual Report 2023
75
USD MILLION (Year ended 31 December)
| Note | 2023 | 2022 |
|---|---|---|
| Total revenues | 4 | 507.3 |
| Operating expenses | 5, 7 | (266.3) |
| Operating profit before depreciation, amortisation and impairment | 241.0 | |
| Depreciation and amortisation | 12, 13, 21 | (99.5) |
| (Impairment)/reversal charges | (0.4) | |
| Operating profit | 141.1 | |
| Interest income | 8.2 | |
| Interest expense | 15 | (8.3) |
| Fair value gain/(loss) on financial instruments | 18 | (0.1) |
| Net currency gain/ (loss) | (0.7) | |
| Lease interest expense and other financial items | 21 | (17.7) |
| Net financial items | (18.6) | |
| Profit/(loss) before tax | 122.5 | |
| Income tax expense | 8 | (41.5) |
| Net profit/(loss) for the year | 81.0 | |
| Basic earnings per share | 6 | 0.31 |
| Diluted earnings per share | 6 | 0.31 |
The notes on pages 82–110are an integral part of these financial statements.
BW Energy Limited | Annual Report 2023
77
USD MILLION (Year ended 31 December)
| 2023 | 2022 | |
|---|---|---|
| Net profit/(loss) for the year | 81.0 | 45.0 |
| Other comprehensive income | ||
| Items to be reclassified to profit or loss: | ||
| Currency translation differences | - | - |
| Net items to be reclassified to income or loss | - | - |
| Total comprehensive income for the year | 81.0 | 45.0 |
The notes on pages 82–110are an integral part of these financial statements.
BW Energy Limited | Annual Report 2023
78
USD MILLION (as at 31 December)
| Note | 2023 | 2022 |
|---|---|---|
| ASSETS | ||
| Property, plant and equipment¹ | 12 | 1,054.3 |
| Intangible assets | 13 | 255.3 |
| Right-of-use-assets | 21 | 108.9 |
| Derivatives | 18 | 0.1 |
| Deferred tax assets | 8 | 7.6 |
| Other non-current assets | 20 | 34.2 |
| Total non-current assets | 1,460.4 | |
| Inventories | 9 | 33.5 |
| Trade and other current assets | 10, 23 | 51.7 |
| Derivatives | 18 | 0.6 |
| Cash and cash equivalents | 11 | 194.2 |
| Total current assets | 280.0 | |
| Total assets | 1,740.4 |
USD MILLION (as at 31 December)
| Note | 2023 | 2022 |
|---|---|---|
| EQUITY AND LIABILITIES | ||
| Share capital | 14 | 2.6 |
| Share premium | 550.1 | |
| Retained earnings | 144.9 | |
| Total equity | 697.6 | |
| Interest-bearing long-term debt | 15 | 292.6 |
| Deferred tax liabilities | 8 | 11.7 |
| Derivatives | 18 | 0.4 |
| Asset retirement obligations¹ | 17 | 224.0 |
| Long-term lease liabilities | 21 | 108.6 |
| Other non-current liabilities | 23 | 67.4 |
| Total non-current liabilities | 704.7 | |
| Interest-bearing short-term debt | 15 | 79.9 |
| Trade and other payables | 16, 23 | 220.3 |
| Derivatives | 18 | - |
| Short-term lease liabilities | 21 | 37.9 |
| Total current liabilities | 338.1 | |
| Total equity and liabilities | 1,740.4 |
¹Restated 2022 figure due to a policy change affecting ARO, see Note 2Changes in material accounting policies and Note 17Provisions and contingent assets and liabilities
27 February 2024
Mr Andreas Sohmen-Pao Chairman
Ms Hilde Drønen Director
Mr William Russell Scheirman Director
Mr Tormod Vold Director
Mr Marco Beenen Director
Ms Ana Zambelli Director
The notes on pages 82–110are an integral part of these financial statements.
BW Energy Limited | Annual Report 2023
79# BW Energy Limited | Annual Report 2023
USD MILLION
| Share capital | Share premium | Retained earnings | Share-holders' equity | Total equity |
|---|---|---|---|---|
| Equity at 1 January 2022 | 2.6 | 550.1 | 16.5 | 569.2 |
| Profit for the period | - | - | 45.0 | 45.0 |
| Share-based payments | - | - | 1.1 | 1.1 |
| Total equity at 31 December 2022 | 2.6 | 550.1 | 62.6 | 615.3 |
| Equity at 1 January 2023 | 2.6 | 550.1 | 62.6 | 615.3 |
| Profit for the period | - | - | 81.0 | 81.0 |
| Share-based payments | - | - | 1.3 | 1.3 |
| Total equity at 31 December 2023 | 2.6 | 550.1 | 144.9 | 697.6 |
The notes on pages 82–110 are an integral part of these financial statements.
USD MILLION
(Year ended 31 December)
| Note | 2023 | 2022 | |
|---|---|---|---|
| Operating activities | |||
| Profit/(loss) before tax | 122.5 | 83.8 | |
| Adjustment for: | |||
| Currency exchange differences | - | 2.1 | |
| Fair value change on financial instruments | 18 | 3.3 | (1.5) |
| Depreciation and amortisation | 12, 13, 21 | 99.5 | 60.1 |
| Impairment/(reversal) charges | 0.4 | - | |
| Share-based payment expense | 1.3 | 1.1 | |
| Changes in asset retirement obligations | 17 | 5.2 | 1.5 |
| Add back of net interest | (3.2) | (1.2) | |
| Changes in net working capital | (1.1) | 59.0 | |
| Taxes paid in kind | 8 | (46.9) | (36.4) |
| Net cash flows from operating activities | 181.0 | 168.5 | |
| Investing activities | |||
| Investment in property, plant and equipment | 12 | (273.4) | (182.0) |
| Investment in intangible assets | 13 | (61.6) | (57.9) |
| Interest received | 8.3 | 1.7 | |
| Net cash flows used in investing activities | (326.7) | (238.2) | |
| Financing activities | |||
| Proceeds from interest-bearing debt | 15 | 209.0 | 171.0 |
| Transaction costs related to loans and borrowings | 15 | (2.7) | (6.3) |
| Interest paid | 15 | (29.0) | (3.5) |
| Payment of lease liabilities | 21 | (48.2) | (31.6) |
| Net cash flows from/(used in) financing activities | 129.1 | 129.6 | |
| Net change in cash and cash equivalents | (16.6) | 59.9 | |
| Cash and cash equivalents at 1 January | 210.8 | 150.9 | |
| Cash and cash equivalents at 31 December | 11 | 194.2 | 210.8 |
The notes on pages 82–110 are an integral part of these financial statements.
BW Energy Limited was incorporated on 22 May 2019 as an exempted company limited by shares under the laws of Bermuda and in accordance with the Bermuda Companies Act. BW Energy Limited registered office is at Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, Hamilton HM1189, Bermuda.
BW Energy Limited (hereafter the “Company”) is the parent entity of the Company and its consolidated subsidiaries (hereafter “BW Energy Group”). BW Energy Limited is listed on Oslo Børs, a stock exchange that is part of Euronext. BW Energy Group is engaged in oil and gas exploration and production activities.
Basis of accounting
The consolidated financial statements of BW Energy Group have been prepared pursuant to IFRS® Accounting Standards as adopted by the EU (IFRS). The consolidated financial statements have been prepared in accordance with the historical cost convention with some exceptions, as detailed in the accounting policies set out below. The consolidated financial statements were approved by the Board of Directors on 27 February 2024.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of complying with BW Energy Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in Note 3.
Functional and presentation currency
These consolidated financial statements are presented in United States Dollars (USD). This is also the functional currency of the parent company and all its subsidiaries. The functional currency is determined in each entity in BW Energy Group based on the currency within the entity’s primary economic environment. All figures are in USD million if not otherwise stated. Certain amounts in the comparable year have been restated or reclassified to conform to current year presentation. Because of rounding differences, numbers and or percentages may not add up to the total. Figures in brackets refer to corresponding figures for 2022.
Changes in material accounting policies
BW Energy Group has adopted Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2 Making Materiality Judgements) from 1 January 2023. The amendments have had an impact on BW Energy Group’s disclosures of accounting policies, but not on the measurement, recognition or presentation of any items in BW Energy Group’s financial statements. The amendments require the disclosure of material rather than significant accounting policies, assisting entities to provide useful, entity specific accounting policy information. Management reviewed the accounting policies and made updates to the information disclosed in Note 2 Material accounting policies (2022: Significant accounting policies).
With effect from 1 January 2023, BW Energy Group changed its discount rate used in calculation of asset retirement obligations (ARO) and no longer includes the Group’s own credit risk. This voluntary change in accounting policy was adopted to better represent the risks specific to the ARO liability. The change increased the amounts of ARO liabilities and the ARO elements of property, plant and equipment materially, therefore, the prior period balance sheet amounts were restated (USD 10.4 million as of 1 January 2022). The impact of the change in policy to the income statement and presentation within the statement of cash flows are immaterial, hence no restatements have been performed. For more information see Note 17.
Other new standards effective from 1 January 2023 did not have a material impact on BW Energy Group’s financial statements.
Several standards are effective for annual periods beginning after 1 January 2024 and earlier application is permitted; however, BW Energy Group has not early adopted the new and amended standards in preparing these consolidated financial statements. The following new and amended standards are not expected to have a significant impact on BW Energy Group’s consolidated financial statements:
Subsidiaries
The subsidiaries are legal entities (including special purpose entities) controlled by BW Energy Group. Control is achieved when BW Energy Group is exposed or has rights to variable returns from its involvement with a company in which it has invested and has the ability to use its power to affect its returns from this company. Subsidiaries are fully consolidated from the date on which control commences until the date on which control ceases.
Interests in joint arrangements
IFRS defines a joint arrangement as an arrangement over 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 (being those that significantly affect the returns of the arrangement) require unanimous consent of the parties sharing control. BW Energy Group has classified its E&P licences as joint operations and recognises its share of related revenues, expenses, assets, liabilities, and cash flows under the respective items in the consolidated financial statements. Refer to Notes 12 and 13.
Transactions eliminated on consolidation
All intercompany balances and transactions, including unrealised profits and losses arising from transactions between group companies are eliminated.
Foreign currency transactions
Transactions in foreign currency are translated to functional currency using the exchange rate at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated using the closing rate, non-monetary items that are measured in terms of historical cost are translated using the exchange rate at the date of the transaction and non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was measured. Foreign currency differences are generally recognised in profit or loss and presented within Net Financial Items.
Revenue
BW Energy Group derives its revenue from sale of crude oil.
Revenue from contracts with customers
Revenue from the sale of crude oil is recognised when a customer obtains control, normally this is when title passes at point of delivery. Revenue from production of oil in which BW Energy Group shares an interest with other companies is recognised based on actual volumes lifted and sold to customers during the period (the sales method). Where BW Energy Group has lifted and sold more than the ownership interest, an accrual is recognised for the cost of the overlift.# Financial Statements
BW Energy Group may be subject to income tax in the countries in which it operates. BW Energy Group provides for tax on profit based on the profit for financial reporting purposes, adjusted for non-taxable revenue and expenses. Income tax expense represents the sum of tax currently payable, changes in deferred tax liabilities and deferred tax assets. Deferred tax assets and liabilities are calculated on all differences between the book value and tax value of assets and liabilities. Deferred tax assets are recognised when it is probable that the company will have a sufficient profit for tax purposes in subsequent periods to utilise the tax asset. Previously unrecognised deferred tax assets are recognised to the extent it has become probable that the deferred tax asset can be utilised. Similarly, the deferred tax asset is reduced to the extent that it is no longer regarded as probable that the deferred tax asset can be utilised. Deferred tax liabilities and deferred tax assets are measured on the basis of the enacted or substantially enacted tax rates applicable to the respective entity in BW Energy Group where temporary differences have arisen. Deferred tax liabilities and deferred tax assets are recognised at their nominal value. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income becomes taxable. Taxes payable and deferred taxes are recognised directly in equity to the extent that they relate to equity transactions.
The PSCs provide that the income tax to which the contractor is subject is deemed to have been paid to the government as part of the payment of profit oil as regulated by the PSC. BW Energy Group presents this as an income tax expense with a corresponding increase classified as other revenues. This accounting presentation does not have a net impact on the statement of comprehensive income.
IFRS 6 Exploration for and Evaluation of Mineral Resources requires exploration and evaluation assets to be classified as tangible or intangible assets according to the nature of the assets. BW Energy Group uses the ‘successful efforts’-method of accounting for exploration and evaluation costs. Exploration and evaluation expenditures are capitalised when it is considered probable that future economic benefits will be generated. Expenditures that fail to meet this criterion are generally expensed in the period they are incurred. Licence acquisition costs, expenditures to drill and equip exploratory wells, seismic acquisition and interpretation costs, and other costs directly attributable to the exploration and evaluation activities are classified as intangible assets. Exploration expenditures classified as intangible assets are assessed for impairment at regular intervals. Exploration wells that discover potentially economic quantities of oil or natural gas remain capitalised as intangible assets during the evaluation phase of the discovery. Once commercial reserves have been discovered, and a development plan has been approved, the carrying value of the relevant assets is transferred to property, plant and equipment. Further expenditures for development of a field, such as drilling production wells, installation of platforms and other structures are capitalised as tangible assets. No amortisation or depreciation is charged during the development and until production commences.
Other intangible assets include an Intellectual Property (IP) agreement acquired by BW Energy Group and capitalised software costs. The IP is measured at discounted cost less accumulated amortisation and any accumulated impairment losses. The IP is expected to have a useful life equivalent to the Dussafu Production Sharing Contract.
Property, plant and equipment is measured at cost, less accumulated depreciation and impairment. 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 an asset retirement obligation, exploration costs transferred from intangible assets and, for qualifying assets, borrowing costs. Contingent consideration included in the acquisition of an asset or group of similar assets is initially measured at its fair value, with later changes in fair value other than due to the passage of time reflected in the book value of the asset or group of assets, unless the asset is impaired. Property, plant and equipment include costs relating to expenditures incurred under the terms of production sharing contract in Gabon, and which qualify for recognition as assets of BW Energy Group. Subsequent costs are included in the asset’s carrying amount, as appropriate, only when it is probable that future economic benefits associated with the item will flow to BW Energy Group and the cost of the item can be measured reliably.
Depreciation starts when an item of PP&E is ready for use as intended by management. Capitalised oil and gas assets including exploration expenditures transferred from intangible assets, drilling of production wells, other development expenditures related to construction and installation of platforms and pipelines, and asset retirement obligations are depreciated using the units of production method (UoP) based on proved and probable reserves (2P) expected to be recovered from the area during the concession or contract period. In certain instances, when realisation of probable reserves requires additional future investments, the approved future capital expenditures are added to depreciation base to better align the costs with the 2P reserves. Other PP&E, such as IT equipment, office equipment and cars are typically depreciated over 3-5 years. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is higher than its estimated recoverable amount.
Non-current assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount that the asset’s carrying amount exceeds its recoverable amount, being the higher of an asset’s fair value less cost of disposal or its value in use. For the purpose of assessing an impairment, assets are grouped at the lowest levels for which there are separate identifiable cash flows (cash-generating units). Each exploration licence is considered a separate cash-generating unit as long as it is connected to its own production facility.
Borrowing costs directly attributable to development of oil and gas assets, which take a substantial period to get ready for their intended use, are added to the cost of the asset until the asset is ready for its intended use. Borrowing costs consist of loan interest expense and lease interest expense for qualifying assets.
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Profit oil tax BW Energy Group is obligated to pay profit oil tax on the production of crude oil from the Dussafu licence area in Gabon. Payment of profit oil tax can either be settled in cash or in kind (crude oil). Since commencement of production in 2018, BW Energy Group settles the profit oil obligation in kind. In kind payment of profit oil tax is separately lifted by the government of Gabon for its entitled share of crude oil. Profit oil tax based on production entitlement is presented in the consolidated statement of income as income tax expense with a corresponding increase in other revenues.
BW Energy Group has entered into commodity based derivatives linked to oil prices. Realised and unrealised gains or losses on oil derivatives are reflected as part of total revenues.
In accordance with the provisions of the Dussafu Profit Sharing Contract (“PSC”), BW Energy Group has the obligation to make royalty payments to the government of Gabon with a variable percentage based on gross daily production levels. Royalties paid are recognised as operating expenses in the consolidated statement of income. Unpaid royalties are included in trade and other payables in the consolidated statement of financial position.
The grant date fair value of equity settled share-based payment arrangements granted to employees is recognised as an employee benefits expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.
Where BW Energy Group has lifted and sold less than the ownership interest, costs are deferred for the underlift. Overlift and underlift are valued at production cost. Lifting imbalances are part of the operating cycle and as such classified as other current liabilities or assets.# Financial statements
BW Energy Group’s financial assets are derivatives, trade receivables and cash and cash equivalents. The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and BW Energy Group’s business model for managing them. Except for trade receivables that do not contain a significant financing component, BW Energy Group initially measures a financial asset at its fair value plus, (in the case of a financial asset not at fair value through profit or loss), transaction costs. BW Energy Group classifies its financial assets in two categories:
* Financial assets at amortised cost
* Financial assets at fair value through profit or loss (FVTPL)
BW Energy Group measures financial assets at amortised cost if both of the following conditions are met:
* The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows
* The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding
Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. BW Energy Group’s financial assets at amortised cost include trade and other receivables and other non-current assets. Trade receivables that do not contain a significant financing component are measured at the transaction price determined under IFRS 15 Revenue from Contracts with Customers.
Derivatives at fair value are carried in the statement of financial position at fair value with net changes in fair value through profit or loss. The category includes interest rate swaps and oil price hedging contracts (reference to Note 2, Other Revenues). Fair value changes for interest rate swaps are recognised within Net financial items.
For trade and other receivables and other non-current assets, BW Energy Group applies a simplified approach in calculating Estimated Credit Losses (ECLs). Therefore, BW Energy Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date, based on its historical credit loss experience. BW Energy Group considers a financial asset in default when internal or external information indicates that BW Energy Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by BW Energy Group. A financial asset is written off when BW Energy Group has no reasonable expectations of recovering the contractual cash flows. BW Energy Group individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. This assessment is based on historical experience of recoveries of similar assets. BW Energy Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with BW Energy Group’s procedures for recovery of amounts due.
Financial liabilities are classified as measured at amortised cost except for financial liabilities at fair value through profit of loss (FVTPL). Such liabilities, including derivatives that are liabilities, are subsequently meas-ured at fair value. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in the consolidated statement of income, as well as any gain or loss on derecognition. Derivatives are presented as financial liabilities when the fair value is negative and as financial assets when the fair value is positive.
BW Energy Limited | Annual Report 2023
BW Energy Limited | Annual Report 2023
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Inventories, other than inventories of crude oil, are valued at the lower of cost or net realisable value. Cost of materials and other consumables is determined by the weighted average cost method and cost of fuel oil is determined by ‘first-in-first-out’ (FIFO) method. The cost of inventories comprises the purchase price, import duties and other taxes, transport, handling, and other costs directly attributable to the acquisition of finished goods, materials, and services. Crude oil inventory is valued at production cost including depreciation. Production cost is the weighted average production cost for the period.
Provisions are recognised when BW Energy Group has a legal or construc-tive obligation resulting from past events, when it is likely that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made. Where BW Energy Group expects a provi-sion to be reimbursed, for example under a contract with another entity, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation, using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as interest expense. Contingent liabilities are not recognised in the consolidated financial statements. Contingent liabilities are disclosed, unless the likelihood of the contingent loss is assessed as remote. Contingent assets are not recognised in the consolidated financial state-ments but are disclosed if there is a certain probability that the benefit will be added to BW Energy Group.
Provisions for asset retirement obligations are recognised when BW Energy Group has an obligation to plug and abandon an exploration or production well, to dismantle and remove a production platform or an FPSO, and when a reliable estimate of the liability can be made. ARO are recognised based on the present value of the estimated cash outflows to be incurred to conduct abandonment activities, considering relevant risks and uncertainties. The corresponding amount is recognised to the related PP&E in the consolidated statement of financial position and depreciated using the same depreciation method used for the asset. The discount rate used in the calculation of the ARO is a market-based risk-free rate based on the applicable currency and time horizon of the underlying cash flows. ARO is assessed annually to incorporate the annual revisions to the estimated retirement costs, discount rate and retirement date estimates. Changes in estimates are recognised as an adjustment to the provision and the corresponding PP&E. When an asset has reached the end of its useful life, all subsequent changes to the ARO provision are recognised when they occur in oper-ating expenses in the consolidated statement of income.
BW Energy Group assesses at contract inception whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract transfers the right to control the use of an identified asset for a period of time in exchange for consideration. BW Energy Group recognises lease liabilities to make lease payments and corresponding right-of-use assets representing the right to use the underlying assets. BW Energy Group acts as a lessee in all existing leases and does not have any lessor arrangements.
The lease liability is initially measured at the present value of the future lease payments (including the extension options considered reasonably certain to be exercised). The present value is calculated using BW Energy Group’s incremental borrowing rate. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. Lease payments included in the measurement of the lease liability comprise the following:
* Fixed payments, including in-substance fixed payments;
* Variable lease payments that depend on an index or rate, initially meas-ured using the index or rate as at the commencement date
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate or if BW Energy Group changes its assessment of whether it will exercise an extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in the consolidated statement of income if the carrying amount of the right-of-use asset has been reduced to zero.
The right-of-use assets are initially measured at present value of the lease liability and also include any lease payments made before or at the lease commencement date. All right-of-use assets are depreciated using the straight-line method from the commencement date to the end of the lease term, with the exception of the FPSO right-of-use asset, which is depre-ciated using the unit-of-production method. In addition, the right-of-use assets are adjusted for certain remeasurements of the lease liability and are periodically assessed for potential impairment.# BW Energy Limited | Annual Report 2023
BW Energy Group determines its incremental borrowing rate by considering the rates applicable to its existing external financing or by reviewing other market rates that are comparable to the leased assets and other lease terms. Certain lease contracts involve several additional services and non-lease components, including personnel cost, maintenance, and other items. BW Energy Group has elected to not separate non-lease components and account for the lease and non-lease components as a single lease component for all existing asset classes.
BW Energy Group applies the short-term lease recognition exemption to its short-term leases. A short-term lease is a lease that has a term of 12 months or less from the commencement date. It also applies the low-value exemption to leases that are considered to be low value. Lease payments for these leases are recognised as an expense on a straight-line basis over the lease term.
The preparation of the consolidated financial statements requires use of estimates and assumptions. The following is a summary of the assessments, estimates and assumptions made that could have a material effect on the consolidated financial statements. Actual results may differ from these estimates.
Hydrocarbon reserves are estimates of the hydrocarbons that can be economically and legally extracted from BW Energy Group’s oil and gas properties. BW Energy Group estimates its commercial reserves and resources with support from an independent third party. Commercial reserves are determined using estimates of oil and gas in place, recovery factors and commodity prices. Forecasted oil and gas prices are based on available market data. BW Energy Group has used oil and gas prices based on price deck from an external industry consultant. Future development costs are estimated using assumptions as to the infrastructure required to produce the commercial reserves, whether a platform is needed, number of wells, the cost of such wells and other capital costs. The proved and probable reserves (2P) are used for depreciation of E&P assets by applying the units of production method. Changes to the reserves estimate might have an impact on depreciation and can indicate a possible trigger for impairment.
Asset retirement costs will be incurred by BW Energy Group at the end of the operating life of its oil and gas facilities and properties. BW Energy Group assesses its retirement obligations at each reporting date. The ultimate asset retirement costs are uncertain and cost estimates can vary in response to many factors, including changes to relevant legal requirements, the emergence of new restoration techniques or experience at other production sites. The expected timing, extent and amount of expenditure can also change, for example in response to changes in reserves or changes in laws and regulations or their interpretation. Therefore, significant estimates and assumptions, including estimated retirement costs and estimated retirement dates, are made in determining the provision for asset retirement obligations. As a result, there could be significant adjustments to the provisions which would affect future financial results. The provision at the reporting date represents management’s best estimate of the present value of the future asset retirement costs required. The discount rate used in the calculation of the ARO is a market-based risk-free rate based on the applicable currency and time horizon of the underlying cash flows.
Management must determine whether there are circumstances indicating a possible impairment of BW Energy Group’s non-current assets. The estimation of the recoverable amount for the E&P assets includes assumptions of expected future cash flows and future market conditions, including entitlement production, future oil and gas prices, asset specific risk factors, expected reserves and the date of expiration of the licences. All impairment (reversal) assessment calculations demand a high degree of estimation. Management must make complex assessments of the expected cash flows arising from such assets and the selection of discount rates. Changes to these estimates could have significant impact on the impairment (reversals) recognised and future changes may lead to additional impairments or to reversals of previously recognised impairments.
BW Energy Group generates revenue primarily from sale of crude oil to three customers (two customers in 2022). Revenue originates in Gabon and Brazil. BW Energy Group currently has one segment. Other revenue is primarily comprised of profit oil tax settled in kind. The majority of BW Energy Group’s tax expense is related to the operation of the Dussafu PSC arrangement in Gabon. Taxation under this PSC arrangement is based on the entitled share of profit oil production paid in kind to the government of Gabon. Under this arrangement taxation is based on a set percentage of average daily production volumes. Realised and unrealised gain/loss on oil derivatives reflect the changes in fair value of embedded derivatives in commodity contracts linked to oil prices. Refer to Note 18 for further details regarding commodity derivatives.
| USD MILLION | 2023 | 2022 |
|---|---|---|
| Revenue from contracts with customers | 443.2 | 252.1 |
| Realised gain/(loss) on oil derivatives | 0.2 | (14.3) |
| Unrealised gain/(loss) on oil derivatives | 6.8 | (5.1) |
| Other revenue | 57.1 | 44.9 |
| Total revenue | 507.3 | 277.6 |
| USD MILLION | 2023 | 2022 |
|---|---|---|
| Employee benefit expenses | 41.2 | 25.1 |
| Operating expenses | 216.7 | 91.2 |
| Other expenses | 8.4 | 7.1 |
| Total operating expenses | 266.3 | 123.4 |
Royalty expense incurred for 2023 amounts to USD 29.4 million (USD 11.7 million).
Basic earnings per share are calculated by dividing the net result attributable to the shareholders of the parent by the weighted average number of ordinary shares in issue during the year.
| IN THOUSAND | 2023 | 2022 |
|---|---|---|
| Issued ordinary shares at 1 January | 257,994 | 257,994 |
| Effect of share issued | - | - |
| Weighted-average number of ordinary shares at 31 December | 257,994 | 257,994 |
| 2023 | 2022 | |
|---|---|---|
| Profit attributable to ordinary shareholders | 81.0 | 45.0 |
| Weighted-average number of ordinary shares (in '000) | 257,994 | 257,994 |
| Basic earnings per share net | 0.31 | 0.17 |
At 31 December 2023, 4,928,393 options (3,773,993) were excluded from the diluted weighted-average number of ordinary shares calculation, because their effect would have been anti-dilutive. These are the only potentially dilutive instruments.
| USD MILLION | 2023 | 2022 |
|---|---|---|
| Wages, administrative personnel | 34.2 | 21.3 |
| Social security contributions | 5.1 | 2.2 |
| Pension | 0.6 | 0.5 |
| Share-based payment | 1.3 | 1.1 |
| Total employee benefit expenses | 41.2 | 25.1 |
| 2023 | 2022 | |
|---|---|---|
| Average number of employees | 188 | 106 |
| USD | Salary | Bonus | Pension | Other benefits | Number of share options | Number of RSUs | Number of shares |
|---|---|---|---|---|---|---|---|
| 2023 | 2,702,632 | 1,560,424 | 93,879 | 209,118 | 895,500 | - | 3,981,139 |
| 2022 | 2,562,839 | 1,072,482 | 82,834 | 208,791 | 1,995,000 | - | 3,980,469 |
Top Management comprises of the following: Chief Executive Officer (CEO), Chief Financial Officer (CFO), Chief Operating Officer (COO), Chief Commercial Officer (CCO) and Chief Strategy Officer (CSO).
| USD | Directors fee | Number of shares | Share options |
|---|---|---|---|
| 2023 | 413,333 | 103,234,937 | - |
| 2022 | 358,792 | 99,255,745 | - |
The compensation for members of the Board of Directors for the period from May 2023 to May 2024 will be decided at the annual general meeting in May 2024.
The Variable Compensation Scheme (VCS) is awarded in March each year if the Company reaches set goals. The aggregated bonus pool available for payment is determined with close reference to the Company’s safety performance, profitability, and shareholder value creation. The overall company performance against performance targets is determined by the Board of Directors based on recommendation from the Remuneration Committee. The CEO’s performance against performance targets is determined by the Board of Directors. The maximum potential pay-out of the Variable Compensation Scheme for the Executive Management Team is set at 6 months’ salary as outlined in the Executive Remuneration Guidelines set in May 2021.
On 7 July 2021, a Long-Term Incentive Programme (LTIP) was initiated. The LTIP is discretionary, and participants are invited on an annual basis. The total number of shares awarded under the LTIP is 5,233,393 where 4,670,400 shares are allocated to options that will give the holder the right to acquire one BW Energy share and 257,993 shares are allocated to Restricted Share Units (“RSUs”) providing the holder shares at each vesting event. The options have a vesting period of three years, followed by a three-year exercise period.The options expire 6 years after the award date. The RSUs are settled in shares immediately following vesting schedule. At time of vesting the shares are settled at the fair market value. The RSUs vest 1/3 annually over a three-year period. The key terms and conditions related to the grants under these programmes are as follows; all options are to be settled by the physical delivery of shares.
| Grant date | Number of instruments | Vesting conditions | Contractual life of options |
|---|---|---|---|
| 7 July 2021 | 1,289,993 | Vesting period of three years, followed by a three years exercise period | 6 years |
| 28 February 2022 | 1,000,000 | Same as above | 6 years |
| 6 July 2022 | 1,529,000 | Same as above | 6 years |
| 7 July 2023 | 1,414,400 | Same as above | 6 years |
| Total share options | 5,233,393 |
In 2023, a total of 19 (23) BW Energy employees were invited to participate in the programme. The strike price of the options is calculated based on the volume weighted average share price five trading days prior to grant date, plus a premium of 15.76% (corresponding to a 5% increase annually over 3 years).
The fair value of the employee share options is measured using the Black-Scholes formula. The inputs used in the measurement of the fair value at grant date were as follows:
| 2023 | 2022 | |
|---|---|---|
| Fair value at grant date (NOK) | 10.62 | 9.63 |
| Share price at grant date (NOK) | 27.1 | 23.5 |
| Exercise price (NOK) | 31.26 | 29.17 |
| Expected volatility (weighted average) | 51% | 59% |
| Expected life | 4 years | 4 years |
| Expected dividends | n/a | n/a |
| Risk-free interest rate (based on government bonds) | 3.891% | 2.352% |
Expected volatility is based on an evaluation of the historical volatility of the Company’s share price particularly over the historical period equal to the expected term, adjusted for extreme movements. The expected term of the instruments is based on historical experience and general option holder behaviour.
The number and weighted-average exercise prices of share options under the share option programmes were as follows:
| 2023 | 2022 | |
|---|---|---|
| Number of options | Weighted-average exercise price (NOK) | |
| Outstanding at 1 January | 3,516,000 | 29.61 |
| Terminated during the year | (260,000) | 30.30 |
| Granted during the year | 1,414,400 | 31.26 |
| Outstanding at 31 December | 4,670,400 | 30.07 |
| Exercisable at 31 December | - | n/a |
| 2023 | 2022 | |
|---|---|---|
| Number of options | Weighted-average exercise price (NOK) | |
| Outstanding at 1 January | 257,993 | - |
| Granted during the year | - | - |
| Outstanding at 31 December | 257,993 | - |
| Exercisable at 31 December | - | n/a |
For details of the related employee benefit expenses, see the employee benefit expenses table.
| 2023 | 2022 | |
|---|---|---|
| USD THOUSAND | USD THOUSAND | |
| Audit | 465.3 | 346.4 |
| Other services | 7.0 | - |
| Total fees | 472.3 | 346.4 |
The income tax expense for the period comprises corporate income tax, profit oil tax and deferred tax. Depending on the jurisdiction, corporate income tax is due on the subsidiary’s actual profits, and profit oil tax is levied on a production sharing basis (profit oil taxation in lieu of profits tax). Deferred tax is calculated on temporary differences in jurisdictions where actual profits are the basis for taxation. The majority of BW Energy Group’s tax expense is related to the operation of the Dussafu PSC arrangement in Gabon. Taxation under this PSC is based on the entitled share of profit oil paid in kind to the Government of Gabon. Under this arrangement, profit oil taxation is based on a set percentage of average daily production volumes. The Golfinho field in Brazil is taxed under the ordinary tax regime. As the Group’s operations are subject to different methods of taxation, income tax expenses will not necessarily change proportionally with changes in the overall net profit before tax. As a consequence of the PSC taxation arrangement, there is no direct correlation between profit before tax and taxation and therefore the effective tax rate may differ significantly between comparable periods.
| 2023 | 2022 | |
|---|---|---|
| USD MILLION | USD MILLION | |
| Changes in deferred tax | (5.1) | 2.4 |
| Profit oil tax | 45.7 | 35.1 |
| Tax expense including withholding tax | 0.9 | 1.3 |
| Total tax expense recognised in statement of income | 41.5 | 38.8 |
In 2023, USD 45.7 million (USD 35.1 million) of income tax expense is related to Dussafu (State Profit Oil).
Deferred tax assets and liabilities are as follows:
| 2023 | 2022 | |
|---|---|---|
| USD MILLION | USD MILLION | |
| Deferred tax assets | ||
| Losses and other temporary differences | 7.6 | - |
| Deferred tax assets | 7.6 | - |
| Deferred tax liabilities | ||
| Timing difference financing costs | (11.7) | (9.3) |
| Deferred tax liabilities | (11.7) | (9.3) |
| Net deferred tax assets / (liabilities) | (4.1) | (9.3) |
BW Energy Maromba Ltda. recognised a deferred tax asset of USD 7.6 million reflecting the future benefit from tax losses carried forward and other temporary differences. The purchase of the Golfinho field made it probable the losses and temporary differences will be utilised and consequently a deferred tax asset was recognised in 2023.
| 2023 | 2022 | |
|---|---|---|
| USD MILLION | USD MILLION | |
| Crude oil | 19.1 | 4.2 |
| Materials and consumables | 9.5 | 4.5 |
| Fuel oil | 4.9 | 2.8 |
| Inventory | 33.5 | 11.5 |
At year-end 2023, the remaining crude oil inventory was approximately 323,000 barrels in Golfinho field in Brazil and no remaining crude oil inventory in Dussafu area in Gabon due to an overlift position. BW Energy Group was in an underlift position in Gabon as of year-end 2022 with cruide oil inventory of 76,000 barrels.
| 2023 | 2022 | |
|---|---|---|
| USD MILLION | USD MILLION | |
| Trade receivables | 10.4 | 6.4 |
| Other receivables | 31.5 | 9.1 |
| Tax receivables | 0.2 | 0.2 |
| Prepayments | 9.6 | 2.4 |
| Trade and other current assets | 51.7 | 18.1 |
The fair value of trade and other current assets is the same as the carrying amount. As of 31 December 2023 and 2022, there were no material overdue balances. The carrying amount of BW Energy Group’s trade and other receivables are mainly denominated in USD. USD 21.4 million (USD 1.8 million) of other receivables at 31 December 2023 relates to a receivable from Dussafu joint venture partners. Credit risk and foreign exchange risk regarding trade receivables are described in Note18.
Cash and cash equivalents are denominated primarily in USD, XAF, BRL and EUR. USD 43.4 million (USD 25 million) of the total cash position at 31 December 2023 is set aside in the debt service reserve account related to the Dussafu RBL funds (refer to Note 15).
| USD MILLION | E&P assets under development | E&P production assets | Other equipment | Total |
|---|---|---|---|---|
| Cost at 1 January 2023¹ | 308.5 | 384.9 | 1.6 | 695.0 |
| Additions and transfers | (107.6) | 524.7 | 2.9 | 420.0 |
| Changes in asset retirement cost² | - | 163.4 | - | 163.4 |
| Cost at 31 December 2023 | 200.9 | 1,073.0 | 4.5 | 1,278.4 |
| Accumulated depreciation at 1 January 2023 | - | (151.1) | (0.8) | (151.9) |
| Current year depreciation | - | (72.0) | (0.2) | (72.2) |
| Accumulated depreciation at 31 December 2023 | - | (223.1) | (1.0) | (224.1) |
| Book value at 31 December 2023 | 200.9 | 849.9 | 3.5 | 1,054.3 |
| Of which is capitalised interest | 14.1 | 13.7 | - | 27.8 |
| Useful life | UoP³ | 3–5 years |
¹ Restated 2022 figure due to a policy change affecting ARO, see Note 2 Material accounting policies and Note 17 Provisions and contingent assets and liabilities.
² Asset Retirement Cost reflects addition of new assets and changes in cost estimate.
³ UoP = Units of Production. Revenue from oil production is recognised based on barrels sold while the E&P production assets are depreciated using units of production. Since the assets are used in the production operations, the variance is considered to be a part of the crude oil inventory. Depreciation of USD 3.6 million is recognised in inventory in the statement of financial position at 31 December 2023.
Refer to Note 20 regarding the additions related to acquisitions completed during 2023. BW Energy Group has performed an impairment trigger assessment at 31 December 2023 and no triggers were identified.
| USD MILLION | E&P assets under development | E&P production assets | Other equipment | Total |
|---|---|---|---|---|
| Cost at 1 January 2022¹ | 121.5 | 361.9 | 0.9 | 484.3 |
| Additions and transfers | 187.0 | 24.6 | 0.7 | 212.3 |
| Changes in asset retirement cost² | - | (1.6) | - | (1.6) |
| Cost at 31 December 2022 | 308.5 | 384.9 | 1.6 | 695.0 |
| Accumulated depreciation at 1 January 2022 | - | (122.0) | (0.5) | (122.5) |
| Current year depreciation | - | (29.1) | (0.3) | (29.4) |
| Accumulated depreciation at 31 December 2022 | - | (151.1) | (0.8) | (151.9) |
| Book value at 31 December 2022 | 308.5 | 233.8 | 0.8 | 543.1 |
| Of which is capitalised interest | 3.0 | - | - | 3.0 |
| Useful life | UoP³ | 3–5 years |
¹ Restated 2022 figure due to a policy change affecting ARO, see Note 2 Material accounting policies and Note 17 Provisions and contingent assets and liabilities. Presentation of certain lines was updated to conform to current year presentation.
² Asset Retirement Cost reflects addition of new wells and changes due to discount rate.
³ UoP = Unit of Production.# Financial statements
USD MILLION
| Exploration and evaluation expenditures | Acquired licence costs | Other intangible assets | Total Intangible assets |
| :------------------------------------ | :--------------------- | :---------------------- | :---------------------- |
| Cost | | | |
| At 1 January 2023 | 149.4 | - | 69.3 | 218.7 |
| Additions and transfers | 19.6 | 28.4 | 0.3 | 48.3 |
| Carrying amount, 31 December 2023 | 169.0 | 28.4 | 69.6 | 267.0 |
| Amortisation and impairment | | | | |
| At 1 January 2023 | - | - | (6.2) | (6.2) |
| Amortisation | - | (1.4) | (4.1) | (5.5) |
| At 31 December 2023 | - | (1.4) | (10.3) | (11.7) |
| Net book value | | | | |
| At 31 December 2023 | 169.0 | 27.0 | 59.3 | 255.3 |
| Useful life | 20 years | | | |
| Amortisation method | UoP | SL | | |
Additions into exploration and evaluation expenditures in 2023 mainly relate to acquisition of seismic and other investments in the Kudu field in Namibia and investments in the Maromba field in Brazil. These assets are not amortised. The acquired licence costs result from the acquisition of Golfinho cluster in Brazil (reference to Note 20), USD 24.8 million related to producing area is currently amortised using units-of-production method and the remainder is not amortised as related to an exploration block. Other intangible assets include the intellectual property asset and capitalised software costs. The intellectual property asset is amortised over the life of the Dussafu licence using the straight-line method. BW Energy Group has performed an impairment trigger assessment at 31 December 2023 and no triggers were identified.
USD MILLION
| Exploration and evaluation expenditures | Other intangible assets | Total Intangible assets |
| :------------------------------------ | :---------------------- | :---------------------- |
| Cost | | |
| At 1 January 2022 | 105.5 | 71.7 | 177.2 |
| Additions and transfers | 43.9 | (2.4) | 41.5 |
| Carrying amount, 31 December 2022 | 149.4 | 69.3 | 218.7 |
| Amortisation and impairment | | | |
| At 1 January 2022 | - | (2.0) | (2.0) |
| Amortisation | - | (4.2) | (4.2) |
| At 31 December 2022 | - | (6.2) | (6.2) |
| Net book value | | | |
| At 31 December 2022 | 149.4 | 63.1 | 212.5 |
| Useful life | 20 years | | |
| Amortisation method | SL | | |
Additions into exploration and evaluation expenditures in 2022 mainly relate to continuing development of the Dussafu licence area in Gabon, in addition to investments in the Maromba field in Brazil, Kudu field in Namibia and investments in FPSO BW Maromba. Additions into other intangible assets relate to adjustment of the intellectual property asset described in Note22.
Authorised share capital:
At 1 January 2023: 300,000,000 ordinary shares at par value USD 0.01 each
At 31 December 2023: 300,000,000 ordinary shares at par value USD 0.01 each
Issued and fully paid
USD THOUSAND
| | At 1 January 2023 | At 31 December 2023 |
| :-------------------- | :---------------- | :------------------ |
| | 2,580 | 2,580 |
Reference to “Shareholder information” section for information of the 20 largest shareholders. Reference to Note 23for information on the mandatory offer by BW Group Limited to acquire all remaining shares in BW Energy Limited.
| Carrying amount | Effective interest rate | Maturity date | 2023 | 2022 |
|---|---|---|---|---|
| Reserve Based Lending (RBL) facility | SOFR 3 months + 0.25% + margin¹ | 07-Aug-28 | 292.6 | 164.9 |
| Total long-term debt | 292.6 | 164.9 |
¹Margin varies based on development and maturity of the field
| Carrying amount | Effective interest rate | Maturity date | 2023 | 2022 |
|---|---|---|---|---|
| Golfinho prepayment facility | SOFR 3 months + 4.5% | 31-Jul-24 | 79.9 | - |
| Total short-term debt | 79.9 | - | ||
| Total interest-bearing debt | 372.5 | 164.9 |
USD 300 million international Reserve Based Lending (RBL) facility
On 9 August 2022, BW Energy Group signed an international Reserve Based Lending (RBL) facility of up to USD 300 million. The funds are used to finance the development of Company’s oil and gas assets. The facility had an initial commitment of USD 200 million which could be expanded up to an additional USD 100 million. The secured long-term debt facility was provided by a syndicate of five international banks and had a tenor of six years. In June 2023 the additional USD 100 million accordion was completed by three additional banks, bringing the total RBL facility up to USD 300 million. BW Energy Group had a total of USD 300 million (USD 171 million) withdrawn as of 31 December 2023. Key financial covenants for the RBL are required to be tested 30 June and 31 December for Net debt to EBITDAX ratio. Calculation dates for Field life and Loan life cover ratios are 1 April and 1 October. These covenants, applicable at levels of the borrower group as defined in the loan documentation, include the following:
•Net debt to EBITDAX not to exceed 3:1
•Field life cover ratio of 1.50x
•Loan life cover ratio of 1.30x
BW Energy Group was not in breach of any financial covenants as of 31 December 2023.
BW Energy Group was not in breach of any financial covenants as of 31 December 2023. In addition, a portion of annual production is required to be hedged for up to 24 months. USD 2.7 million (6.3 million) was capitalised as transaction costs in relation to loans and borrowings in 2023. An interest expense of USD 29 million (USD 4.1 million) was incurred under this facility, of which USD 24.4 million (USD 1.5 million) was capitalised as borrowing cost directly attributable to the development of qualifying assets in 2023. The weighted average interest rate used to determine the amount of borrowing cost eligible for capitalisation in 2023 is 10.85% (13.24%). Refer to Note12.
USD 80 million Golfinho prepayment facility and offtake agreement
On 21 July 2023 BW Energy entered into an oil prepayment facility agree-ment for up to USD 80 million with a leading commodity trading company. The prepayment facility has a term of one year which may be extended by an agreement between BW Energy Group and the commodity trader. This prepayment facility was drawn in full and used to finance the acqui-sition of the oil and gas assets in Brazil and working capital. As part of the transaction, BW Energy also entered into an offtake agreement to sell and deliver the crude oil produced from the Golfinho field to the commodity trader during the term of the facility. Based on the terms of the agreement, the repayment of the outstanding principal and accrued interest will be made by applying 25–35% of the crude oil sale proceeds for designated transactions with this commodity trader. An interest expense of USD 2.6 million was accrued at year-end.
Reconciliation of movements of liabilities and equity to cash flows arising from financing activities
USD MILLION
| | Interest payable¹ | Lease liabilities | Interest-bearing short-term debt | Interest-bearing long-term debt | Equity | Total |
| :------------------------------------------ | :---------------- | :---------------- | :------------------------------- | :------------------------------ | :----- | :---- |
| Balance at 1 January 2023 | 0.3 | 256.0 | - | 164.9 | 615.3 | |
| Proceeds from interest bearing debt | - | - | 80.0 | 129.0 | - | 209.0 |
| Interest paid | (29.0) | - | - | - | - | (29.0) |
| Transaction costs relating to borrowings | - | - | (0.1) | (2.6) | - | (2.7) |
| Payment of lease liabilities | - | (48.2) | - | - | - | (48.2) |
| Total changes from financing cash flows | (29.0) | (48.2) | 79.9 | 126.4 | - | 129.1 |
| Effects of changes in foreign exchange rate | 0.9 | | | | | |
| Other changes: | | | | | | |
| New leases/adjustments | | (53.9) | | | | |
| Lease payment reclassified to investing activities | | (25.0) | | | | |
| Capitalised and expensed loan cost | | 1.3 | | | | |
| Interest expense | 31.5 | 16.6 | - | - | | |
| Total liability-related other changes | 31.5 | (62.3) | - | 1.3 | - | |
| Total equity-related other changes | - | - | - | - | 82.3 | |
| Balance at 31 December 2023 | 2.9 | 146.5 | 79.9 | 292.6 | 697.6 | |
| Balance at 1 January 2022 | 233.2 | - | 569.2 | - | | |
| Proceeds from interest bearing debt | - | - | 171.0 | - | 171.0 | |
| Interest paid | (3.5) | - | - | - | - | (3.5) |
| Transaction costs relating to borrowings | - | - | (6.3) | - | - | (6.3) |
| Payment of lease liabilities | - | (31.6) | - | - | - | (31.6) |
| Total changes from financing cash flows | (3.5) | (31.6) | 164.7 | - | - | 129.6 |
| Other changes: | | | | | | |
| New leases/adjustments | | 40.0 | | | | |
| Expensed loan cost | | | 0.2 | | | |
| Interest expense | 3.8 | 14.4 | - | - | | |
| Total liability-related other changes | 3.8 | 54.4 | 0.2 | - | - | |
| Total equity-related other changes | - | - | - | - | 46.1 | |
| Balance at 31 December 2022 | 0.3 | 256.0 | 164.9 | 615.3 | | |
¹included in Trade and other payables
USD MILLION
| | 2023 | 2022 |
| :-------------------- | :---- | :---- |
| Trade payables | 42.0 | 18.4 |
| Accrued liabilities | 174.2 | 87.0 |
| Tax payable | 0.6 | 0.9 |
| Public duties payables | 3.5 | 0.9 |
| Total trade and other payables | 220.3 | 107.2 |
BW Energy Group made a provision for asset retirement obligations related to future demobilisation of FPSOs, removal and decommissioning umbilicals and other production assets, plugging and abandonment of production or exploration wells and removal of other subsurface equipment and facilities in Gabon and Brazil.# Financial statements
The amount recognised is the present value of the estimated future expenditures determined in accordance with local regulations and technology, considering relevant risks and uncertainties.
| USD MILLION | Asset retirement obligations |
|---|---|
| Provision at 1 January 2022 before restatement | 14.2 |
| Impact of ARO policy change | 10.4 |
| Provision at 1 January 2022 after restatement | 24.6 |
| Changes in estimates and provisions relating to new assets | 2.6 |
| Impact of change in discount rate | (4.2) |
| Accretion expense | 0.8 |
| Provision at 31 December 2022 | 23.8 |
| Change in estimate during 2023 | 193.2 |
| Impact of change in discount rate | 3.7 |
| Accretion expense | 3.3 |
| Provision at 31 December 2023 | 224.0 |
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Financial statements | Consolidated financial statements
Restatement of ARO due to change in the discount rate
With effect from 1 January 2023, BW Energy Group changed its basis of the ARO so that the discount rate used in calculation no longer includes the Group’s own credit risk. The change in accounting policy was adopted to better represent the ARO liability. See Note 2. The impact of this ARO calculation policy change on affected financial statement lines for 2022 is summarised in the table below. The changes affect the relevant balance sheet totals (Total non-current assets, Total assets, Total non-current liabilities, Total equity and liabilities) correspondingly.
| USD MILLION | 31.12.2022 |
|---|---|
| Asset retirement obligations before restatement | 13.4 |
| Impact of ARO policy change | 10.4 |
| Asset retirement obligations after restatement | 23.8 |
| PPE before restatement | 532.7 |
| Impact of ARO policy change | 10.4 |
| PPE after restatement | 543.1 |
Other contingent obligations
The total acquisition price for the Maromba field is USD 115 million, which is to be paid over three milestones as the development progresses towards first oil. The first milestone payment (USD 30 million) was paid in September 2019. The second milestone (USD 25 million) is due at start of drilling activities and the third milestone (USD 60 million) is due at first oil or 3 years after the start of drilling activities, whichever comes first. These considerations will be recognised when final investment decision is made, and it becomes probable that the conditions will be satisfied. Refer to Note 20 regarding the additional contingent liability arising from the acquisition of Golfinho assets in 2023.
Note 18
Financial risk management
BW Energy Group’s central finance division has the responsibility for financing, treasury management and financial risk management.
Financial risk factors
Activities expose BW Energy Group to a variety of financial risks: market risk (including currency risk, commodity risk and interest rate risk), credit risk, and liquidity risk. BW Energy Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on its financial performance. A finance management team led by the Chief Financial Officer identifies and evaluates financial risks in close co-operation with operating units. The finance management team’s activities are governed by policies approved by the Board of Directors for overall risk management, as well as policies covering specific areas such as foreign exchange risk, interest rate risk, credit risk, and investing excess liquidity. The finance management team reports to Top Management, the Audit Committee and the Board of Directors on the status of activities on a regular basis. BW Energy Group does not use financial instruments, including financial derivatives, for trading purposes.
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect BW Energy Group’s income or the value of its holding of financial instruments.
Foreign currency risk
The functional currency of the Company and all of its subsidiaries is USD. In general, operating revenues and a significant portion of operating expenses are denominated in USD. BW Energy Group is exposed to expenses and investments incurred in currencies other than USD; the major currencies being Central Africa CFA Franc (XAF) and Brazilian Real (BRL). Operating expenses denominated in XAF and BRL constitute a part of total operating expenses. Consequently, fluctuations in the exchange rate on XAF and BRL may have impact on the financial statements. BW Energy Group has no financial instruments for currency hedging at 31 December 2023 that manage risk actively. To a certain extent, BW Energy Group has a natural hedge on local currencies where income is being used to settle expenses.
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Financial statements | Consolidated financial statements
Interest rate risk
BW Energy Group is exposed to interest rate risk through its financing activities. Most of the Group’s interest-bearing debt has floating interest rate conditions, exposing the Group to changes in the market rates. BW Energy Group holds an interest rate swap with a nominal value of USD 50 million with a maturity in 2028. The interest swap rate is at 3.91% and is planned to hedge future debt. The market value of the interest rate swap was negative USD 0.4 million at 31 December 2023. BW Energy Group held an interest rate swap with a nominal value of USD 50 million with a maturity in 2030 at the end 2022, that was terminated in June 2023. This interest rate swap was at 0.99% and was positive by USD 9.2 million at 31 December 2022. A reasonable possible change of 100 basis points in interest rates at the reporting date would have increased (decreased) profit or loss by the amounts shown in below table.
| Profit or loss | USD MILLION |
|---|---|
| 100 bp increase | |
| 31 December 2023 | |
| Interest rate swaps | 2.0 |
| Cash flow sensitivity | 2.0 |
| 31 December 2022 | |
| Interest rate swaps | 3.3 |
| Cash flow sensitivity | 3.3 |
Commodity price risk
BW Energy Group revenues are mainly derived from the sale of crude oil produced in Gabon and Brazil. Revenue is, and will continue to be, exposed to fluctuations in oil prices. BW Energy Group continuously evaluates and assesses opportunities for hedging as part of a prudent financial risk management process. Through the period, BW Energy Group entered into derivative financial instruments including zero cost collars and commodity swaps to manage volatility. These derivatives are mark to market with changes in market value recognised in the income statement. BW Energy Group does not apply hedge accounting. At year-end 2023, BW Energy Group had hedges in place for 1.3 million barrels (1.3 million barrels) over the years 2024 and 2025, with approximately 74% being 2024, in compliance with RBL requirements. Fair value of the crude oil contracts amounted to positive USD 0.7 million in fair value in 2023 (negative USD 5.6 million in 2022) and are presented gross in the statement of financial position. Net effect of crude oil hedge contracts recognised in the statement of income in 2023 is positive USD 7.0 million (negative USD 19.4 million in 2022).
Commodity price sensitivity | 2023 | 2022
---|---|---|---|---
| (10%) | +10% | (10%) | +10%
Change in Brent price | (34.3) | 34.3 | (16.4) | 16.4
Credit risk
Credit risk is the risk of financial losses if a customer or counterparty to financial receivables and financial instruments fails to meet contractual obligations. Financial guarantees, derivatives and cash deposits are only conducted with approved counterparties and predominantly with investment grade financial institutions and are governed by standard agreements (ISDA and LMA documentation). The risk of counterparties being financially incapable of fulfilling their obligations is regarded as minor as there have not historically been any losses on accounts receivable. BW Energy Group’s customer and licence partners are credit worthy oil companies.
Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, free flow of cash, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions in order to meet obligations of finance liabilities when they become due. BW Energy Group monitors the liquidity through cash flow forecasting of operational and investment activities in the short-, medium- and long-term. To maintain its strong financial position, BW Energy Group has reduced operational costs by negotiating cost reductions with suppliers, cost sharing with other operators and controlled general and administrative expenses. BW Energy Group operates in multiple international jurisdictions and is exposed to various economic uncertainties, including, taxation policies, currency controls, and foreign exchange restrictions that can impose a risk to liquidity.
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Financial statements | Consolidated financial statements
BW Energy Group’s primary source of liquidity is cashflow from production of oil in the Dussafu licence which is subject to foreign currency regulations of the Central African Economic and Monetary Community (CEMAC). The following table sets out the maturity profile of BW Energy Group’s financial liabilities based on contractual undiscounted payments. When counterparties have a choice of when to settle an amount, the liability is included based on the earliest date on which the counterparty may require settlement.# Financial statements
| USD MILLION | CarryingAmount | Q1 24 | Q2 24 | Q3 24 | Q4 24 | 2024 | 2025-2028 | 2029 and beyond | Total |
|---|---|---|---|---|---|---|---|---|---|
| Reserve Based Lending (RBL) facility | 292.6 | - | - | - | - | - | 300.0 | 300.0 | 300.0 |
| Golfinho prepayment facility | 79.9 | 80.0 | 80.0 | - | - | 80.0 | 80.0 | ||
| Interest rate swaps | (0.4) | - | (0.4) | (0.4) | |||||
| Crude oil hedge | 0.7 | 0.6 | - | 0.6 | 0.1 | - | 0.7 | 0.7 | |
| Interest payments | 2.9 | 10.5 | 10.5 | 9.2 | 8.5 | 38.5 | 138.0 | - | 176.5 |
| Asset retirement obligations | 224.0 | - | 50.1 | 271.1 | 321.2 | ||||
| Other non-current liabilities | 67.4 | 5.8 | 7.8 | - | 13.6 | 28.4 | 55.0 | 97.0 | |
| Lease liabilities | 146.5 | 12.6 | 12.6 | 12.6 | 12.6 | 50.4 | 115.6 | 23.2 | 189.2 |
| Trade and other payable | 220.3 | 87.2 | 42.2 | 42.2 | 42.2 | 213.7 | - | - | 213.7 |
| Total | 1,033.9 | 116.7 | 65.2 | 151.7 | 63.2 | 396.8 | 631.8 | 349.3 | 1,377.9 |
| USD MILLION | CarryingAmount | Q1 23 | Q2 23 | Q3 23 | Q4 23 | 2023 | 2024-2027 | 2028 and beyond | Total |
|---|---|---|---|---|---|---|---|---|---|
| Reserve Based Lending (RBL) facility | 164.9 | - | - | - | - | - | - | 171.0 | 171.0 |
| Crude oil hedge | 5.6 | 1.0 | 1.3 | 1.0 | 0.9 | 4.2 | 1.4 | 5.6 | |
| Interest payments | 0.3 | 4.5 | 4.5 | 4.5 | 4.5 | 17.9 | 71.6 | 10.4 | 99.9 |
| Asset retirement obligations | 13.4 | - | 48.6 | 48.6 | |||||
| Other non-current liabilities | 33.6 | - | 36.7 | 36.7 | |||||
| Lease liabilities | 256.0 | 20.5 | 20.5 | 20.5 | 20.5 | 81.8 | 93.3 | 172.6 | 347.7 |
| Trade and other payable | 107.2 | 40.6 | 22.2 | 22.2 | 22.2 | 107.2 | - | - | 107.2 |
| Total | 581.0 | 66.5 | 48.4 | 48.1 | 48.0 | 211.1 | 203.0 | 402.6 | 816.7 |
BW Energy Limited | Annual Report 2023
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Financial statements | Consolidated financial statements
Fair values
IFRS 13 requires disclosures of fair value measurements by the following hierarchy:
• Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1)
• Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (level 2)
• Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3)
The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves (level 2). This is presented on separate lines in the statement of financial position. The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
| USD MILLION | Note | Carrying amount | Fair value -hedging instrument | Financial assets at amortised cost | Other financial liabilities | Total | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|---|---|---|---|---|---|
| Financial assets measured at fair value | ||||||||||
| Crude oil hedge | 18 | 0.7 | - | - | 0.7 | 0.7 | - | 0.7 | - | 0.7 |
| Financial assets not measured at fair value | ||||||||||
| Trade and other receivables | 10, 23 | - | 48.2 | 48.2 | - | 48.2 | - | - | - | - |
| Cash and cash equivalents | - | 194.2 | 194.2 | - | 194.2 | - | - | - | - | |
| Other non-current assets | - | 34.2 | 34.2 | - | 34.2 | - | - | - | - | |
| Total | - | 276.6 | 276.6 | 0.7 | 277.3 | - | 0.7 | - | 0.7 | |
| Financial liabilities measured at fair value | ||||||||||
| Interest rate swaps used for hedging | 18 | (0.4) | - | - | (0.4) | (0.4) | - | (0.4) | - | (0.4) |
| Financial liabilities not measured at fair value | ||||||||||
| Interest-bearing long-term debt | 15 | - | (292.6) | (292.6) | (292.6) | - | - | (300.0) | (300.0) | |
| Interest-bearing short-term debt | 15 | - | (79.9) | (79.9) | (79.9) | - | - | (80.0) | (80.0) | |
| Other non-current liabilities | 17, 23 | - | (291.4) | (291.4) | (291.4) | - | - | - | - | |
| Trade and other payables | 16, 23 | - | (208.2) | (208.2) | (208.2) | - | - | - | - | |
| Lease liabilities | 21 | - | (146.5) | (146.5) | (146.5) | - | - | - | - | |
| Total | - | - | (1,018.6) | (1,018.6) | (1,018.6) | - | - | (380.0) | (380.0) |
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Financial statements | Consolidated financial statements
| USD MILLION | Note | Carrying amount | Fair value -hedging instrument | Financial assets at amortised cost | Other financial liabilities | Total | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|---|---|---|---|---|---|
| Financial assets measured at fair value | ||||||||||
| Interest rate swaps used for hedging | 18 | 9.2 | - | - | 9.2 | 9.2 | - | 9.2 | - | 9.2 |
| Financial assets not measured at fair value | ||||||||||
| Trade and other receivables | 10, 23 | - | 18.1 | 18.1 | - | 18.1 | - | - | - | - |
| Cash and cash equivalents | - | 210.8 | 210.8 | - | 210.8 | - | - | - | - | |
| Other non-current assets | - | 0.6 | 0.6 | - | 0.6 | - | - | - | - | |
| Total | - | 229.5 | 229.5 | 9.2 | 238.7 | - | 9.2 | - | 9.2 | |
| Financial liabilities measured at fair value | ||||||||||
| Crude oil hedge | 18 | (5.6) | - | - | (5.6) | (5.6) | - | (5.6) | - | (5.6) |
| Financial liabilities not measured at fair value | ||||||||||
| Interest-bearing long-term debt | 15 | - | (164.9) | (164.9) | (164.9) | - | - | (171.0) | (171.0) | |
| Other non-current liabilities | 17, 23 | - | (47.0) | (47.0) | (47.0) | - | - | - | - | |
| Trade and other payables | 16, 23 | - | (107.2) | (107.2) | (107.2) | - | - | - | - | |
| Lease liabilities | 21 | - | (256.0) | (256.0) | (256.0) | - | - | - | - | |
| Total | - | - | (575.1) | (575.1) | (575.1) | - | - | (171.0) | (171.0) |
The primary objective of BW Energy Group’s management of the capital structure is to maximise return to the owners by ensuring competitive conditions for both BW Energy Group’s own capital and borrowed capital. BW Energy Group aims to have a good reputation in all debt and equity markets. The Board continuously evaluates BW Energy Group’s capital structure, ensuring a capital and debt structure that is appropriate to BW Energy Group’s objective, strategy, and risk profile. This involves monitoring available funding sources and related cost of capital. BW Energy Group has access to capital markets, including bank and bond financing and seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowing and the advantages and security afforded by a sound capital position. BW Energy Group seeks to optimise its capital structure by balancing the return on equity against liquidity requirements. BW Energy Group monitors changes in financing needs, risk, assets and cash flows, and evaluates the capital structure continuously. To maintain the desired capital structure, BW Energy Group considers various types of capital transactions, including, purchase or issue new shares or debt instruments, sell assets or pay back capital to the owners.
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Financial statements | Consolidated financial statements
| Subsidiaries | Country of incorporation | Ownership 2023 | Ownership 2022 |
|---|---|---|---|
| BW Energy Brasil Participações Ltda. | Brazil | 100% | - |
| BW Energy Dussafu B.V. | Netherlands | 100% | 100% |
| BW Energy Gabon SA | Gabon | 100% | 100% |
| BW Energy Holdings Pte Ltd | Singapore | 100% | 100% |
| BW Energy Maromba B.V. | Netherlands | 100% | 100% |
| BW Energy Maromba do Brasil Ltda | Brazil | 100% | 100% |
| BW Energy Maromba EPC Limited | Bermuda | 100% | - |
| BW Energy Norway Management AS | Norway | 100% | - |
| BW Energy OI Ltd | Bermuda | 100% | 100% |
| BW Energy Peixe Ltda. | Brazil | 100% | - |
| BW Energy PI Holding Limited | United Arab Emirates | 100% | - |
| BW Energy Production Pte Ltd¹ | Singapore | 100% | 100% |
| BW Energy Projects Management FZE | United Arab Emirates | 100% | - |
| BW Energy Services Limited | Bermuda | 100% | - |
| BW Energy Trading Ltd | Bermuda | 100% | - |
| BW Energy Trading Golfinho Ltd | Bermuda | 100% | - |
| BW Energy Trading Holding Ltd | Bermuda | 100% | - |
| BW Energy USA Management Inc. | USA | 100% | 100% |
| BW Kudu Holding Pte Ltd | Singapore | 100% | 100% |
| BW Kudu Limited | United Kingdom | 100% | 100% |
| BW Maromba Holdings Pte Ltd | Singapore | 100% | 100% |
| ¹Former BW Energy Gabon Pte Ltd |
In April 2022, BW Energy Group signed an agreement to purchase the FPSO Polvo (renamed to BW Maromba) from BW Offshore for a total consideration of USD 50 million, split by USD 5 million in one year charter hire and USD 45 million for purchase of the vessel. Effective 30 November 2023 BW Energy Group has exercised its purchase option and obtained title to the FPSO. USD 31 million, including accrued interest, was paid in October 2023, and the remaining USD 20 million plus accrued interest is due on 30 April 2024. This arrangement was accounted for as a lease transaction before taking title to the FPSO in 2023. After acquiring the title, the asset is reflected as part of PP&E with a current liability recognised for the remaining payment (refer to Note 21). The FPSO BW Maromba will be used in the development of Maromba project offshore Brazil after completing the necessary upgrades and modifications. The final investment decision is subject to certain conditions precedent, including completion of the project financing.
In June 2022, BW Energy Group signed an agreement to acquire the FPSO Cidade de Vitória from Saipem for a cash consideration of USD 73 million. The acquisition was completed in November 2023 for a total consideration of USD 73.5 million, including agreed-upon contractual adjustments and taxes, with USD 41 million paid in 2023, and an additional USD 32.4 million payable in monthly instalments during 2024 and 2025. This asset acquisition resulted in an increase of USD 67.2 million in property, plant and equipment and USD 5.9 million in inventory.
In June 2022, BW Energy Group signed an agreement to purchase the Golfinho and Camarupim Clusters offshore Brazil from Petrobras. The acquisition was completed in August 2023 for a total consideration of USD 51.4 million, including cash payment of USD 15.2 million and contingent consideration estimated at USD 36.2 million. As a result of the transaction, BW Energy Group acquired the 100% operated WI in the Golfinho and Camarupim clusters and the 65% WI in the BM-ES-23 block.# BW Energy Limited | Annual Report 2023
The transaction was financed through BW Energy Group’s existing liquidity and an oil pre-payment facility, with USD 12.2 million paid at closing following an initial USD 3 million payment made at signing in 2022. Additionally, BW Energy Group has agreed to future contingent payments of up to USD 55 million tied to oil price and production volume from current producing assets and development of proved undeveloped oil and gas reserves. The transaction was accounted for as an asset acquisition and resulted in an increase of USD 142.6 million in property, plant and equipment, and intangible assets of USD 28.4 million; and an increase in asset retirement obligation of USD 153.3 million. Under the terms of the purchase and sale agreement, Petrobras will reimburse USD 40 million of the abandonment cost after completion of decommissioning for designated wells. The Company recognised a receivable in the amount of USD 33.6 million for the fair value of this future reimbursement.
The Group as a lessee
BW Energy Group leases an FPSO, helicopters, boats, office premises, warehouses and apartments. Leases of office premises, warehouse and apartments have lease terms between 1 and 13 years, while vessels have lease terms between 2 and 10 years. BW Energy Group has leases of certain office equipment that are considered of low value.
| USD MILLION | Land and buildings | Vessels | Aircrafts | Right-of-use assets | Lease liabilities |
|---|---|---|---|---|---|
| Balance at 1 January 2023 | 1.5 | 208.4 | - | 209.9 | 256.0 |
| Additions | 26.6 | 14.3 | 6.4 | 47.4 | 45.3 |
| Adjustments | 0.6 | (124.9) | - | (124.3) | (99.2) |
| Depreciation expense | (2.4) | (20.2) | (1.6) | (24.2) | n/a |
| Interest expense | n/a | n/a | n/a | n/a | 16.6 |
| Lease payments | n/a | n/a | n/a | n/a | (73.1) |
| Foreign currency translation gain/(loss) | - | - | 0.1 | 0.1 | 0.9 |
| Balance at 31 December 2023 | 26.3 | 77.7 | 4.9 | 108.9 | 146.5 |
Additions in 2023 mainly relate to a new corporate office lease, and helicopters and boats used in production operations in Brazil. Adjustments in 2023 relate to a reduction of right of use asset in the amount of USD 46 million and a reduction in lease liabilities of USD 21 million for the FPSO BW Maromba, after completing its acquisition in November 2023 (reference to Note 20). Also, the right of use asset and lease liability was reduced for the FPSO BW Adolo in the amount of USD 82.2 million, due to reassessment of the lease extension option resulting in a lease modification.
Lease payments of USD 73.1 million (USD 31.6 million) consist of lease instalments of USD 56.5 million (USD 17.2 million) and interest expense of USD 16.6 million (USD 14.4 million).
| USD MILLION | Land and buildings | Vessels | Right-of-use assets | Lease liabilities |
|---|---|---|---|---|
| Balance at 1 January 2022 | 0.7 | 196.5 | 197.2 | 233.2 |
| Additions | 0.9 | 46.3 | 47.2 | 47.3 |
| Adjustments | 3.4 | (10.7) | (7.3) | (7.3) |
| Depreciation expense | (3.7) | (23.7) | (27.4) | n/a |
| Interest expense | n/a | n/a | n/a | 14.4 |
| Lease payments | n/a | n/a | n/a | (31.6) |
| Foreign currency translation gain/(loss) | 0.2 | - | 0.2 | - |
| Balance at 31 December 2022 | 1.5 | 208.4 | 209.9 | 256.0 |
Additions in 2022 mainly related to the agreement to purchase the FPSO BW Maromba (reference to Note 20).
| USD MILLION | 2023 | 2022 |
|---|---|---|
| Not later than one year | 50.4 | 81.8 |
| Later than one year and not later than five years | 115.7 | 93.3 |
| Later than five years | 21.8 | 172.6 |
| Total undiscounted lease liabilities at 31 December | 187.9 | 347.7 |
Lease liabilities included in the statement of financial position at 31 December:
| 2023 | 2022 | |
|---|---|---|
| Current | 37.7 | 68.7 |
| Non-current | 108.8 | 187.3 |
| USD MILLION | 2023 | 2022 |
|---|---|---|
| Interest on lease liabilities | 16.6 | 14.4 |
| Depreciation of right-of-use assets | 24.5 | 27.4 |
For the right-of-use assets used in joint arrangements, the partners’ share of the lease payments is classified as other revenue.
Some leases, such as the lease of FPSO BW Adolo and certain office leases, contain extension and termination options that may impact the lease term and are exercisable only by BW Energy Group and not by the lessors. BW Energy Group assesses the lease term at lease commencement, and subsequently when facts and circumstances under the control of BW Energy Group require it. For the lease of the FPSO BW Adolo, BW Energy Group is reasonably certain that the lease term will exceed the non-cancellable contract period of 365 days and currently assesses the lease term to continue through September 2028.
Commitments related to development of oil fields and operations, contracted for at the balance sheet date, but not recognised in the financial statements are as follows:
| USD MILLION | 2023 | 2022 |
|---|---|---|
| Nominal amount | 213.1 | 219.4 |
Commitments relate mainly to the developing assets of the Dussafu, Maromba and Golfinho licence areas. For the bank debt relating to the USD 300 million international Reserve Based Lending (RBL) facility, as referred to in Note 15, a standard security package was granted to the Lenders, including share security and bank account, security over the borrowing base asset as well as assignments of material contracts and insurances. The highest guarantor of the facility is BW Energy Holdings Pte. Ltd.
The largest individual shareholder as of the date of this report, BW Group Limited, owning 73.4%, is incorporated in Bermuda and is controlled by Sohmen-Pao family interests. Following completion of the initial public offering and listing on the Oslo Stock Exchange of BW Energy in February 2020 (the “IPO”), BW Offshore Limited (“BW Offshore”) and BW Group held 38.77% and 35.13%, respectively, of the shares in BW Energy. Since the IPO of BW Energy, BW Offshore has reduced its shareholding in the Company inter alia by in-kind dividend distributions. Due to BW Group holding 49.91% of the shares in BW Offshore, the distributions from BW Offshore have resulted in BW Group’s ownership in BW Energy increasing to 39.90% on 28 November 2023 (the date of the last receipt of dividend in-kind BW Energy shares from BW Offshore). Based on BW Offshore’s dividend policy, which implied in-kind distributions of BW Energy shares, BW Group expected to continue receiving such shares on a quarterly basis. If the mandatory offer obligation was triggered by an in-kind dividend distribution, then the market price for the shares at the time the dividend is received would be relevant for determination of the minimum offer price for the mandatory offer. To procure that the price to be offered is predictable to BW Group rather than being subject to the market conditions for BW Energy shares at the time of the next in-kind dividend distribution by BW Offshore, BW Group on 29 November 2023 purchased 250,000 BW Energy shares to pass the 40% mandatory offer threshold and to make the Offer on that basis. The Offer valued the entire issued share capital of BW Energy at approximately NOK 6.97 billion. The Offer Price was close to the 90-day volume weighted average price (VWAP) of the shares prior to the release of BW Energy’s third quarter 2023 results. The Offer was accepted for a total of 30,589,179 shares, which, taken together with the 103,202,470 shares held by BW Group at commencement of the Offer Period, equaled 133,791,649 shares, representing approximately 51.86% of the issued share capital and voting rights in the Company. On 22 January 2024, BW Offshore entered into an agreement with BW Group to sell all of BW Offshore’s shares in BW Energy. BW Offshore sold 58,111,461 (22.52%) shares in BW Energy at a price of NOK 32 per share, as BW Offshore did not consider the shareholding in BW Energy to be a long-term strategic investment.
In 2018, BW Energy Group entered into an agreement with Seaboard Production Partners, LLC (SPP) for the transfer of intellectual property, including but not limited to development plans, reservoir and geological analysis and economic modelling to be utilised in the development of the Dussafu licence area. The manager, also a shareholder of SPP, is now a part of the management of BW Energy Group. The agreement is built on an earn out model with a defined set of performance targets primarily revolving around time weighted payback on equity for the original shareholders, which would entitle SPP further payments conditional upon these targets being met. Nominal payments under the agreement amount to a maximum of USD 75 million. The discounted value of the expected pay-out was recorded as an intangible asset with a corresponding obligation recorded as current and non-current liabilities. BW Energy Group continuously evaluates the timing of pay-out and adjusts the current and non-current liabilities with a revised discount rate at the end of each period. As of December 2023, a total of USD 37.4 million (USD 24.6 million) has been paid. Remaining payments are expected to be completed by 2026. Refer to Note 13 for additional information related to this IP agreement.
In November 2023, BW Energy Group took ownership of the FPSO Polvo, now named BW Maromba, from BW Offshore, reference to Note 20.# FPSO BW Adolo
In May 2018, BW Energy Group entered into a bareboat charter agreement with BW Adolo Pte. Ltd., and an agreement with Tinworth Gabon S.A. for the operations and maintenance of BW Adolo during the Charter. Both companies are subsidiaries of BW Offshore Limited. The FPSO BW Adolo commenced operation in the Dussafu licence area in September 2018. In addition, BW Energy Group also purchases other management services from BW Offshore Group.
| Transaction values for the year ended 31 December | Balance outstanding as at 31 December¹ | |||||
|---|---|---|---|---|---|---|
| USD MILLION | 2023 | 2022 | 2023 | 2022 | ||
| Sales of goods and services | 2.4 | 2.2 | 0.5 | 0.3 | ||
| Purchase of services | ||||||
| Operating services² | 96.2 | 83.1 | 16.9 | 3.0 | ||
| Other services³ | 39.7 | 12.0 | 1.1 | 1.8 | ||
| Total purchase of services | 135.9 | 95.1 | 18.0 | 4.8 |
¹Included in Trade and other current assets and Trade and other payables
²Operating services relating to BW Adolo
³Other services relating to purchase of FPSO BW Maromba (former Polvo)
The carrying amounts of related party receivables and payables are in USD.
BW Energy Limited | Annual Report 2023
BW Energy Limited | Annual Report 2023
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108
Several macroeconomic factors influence BW Energy Group’s business, such as the availability of industry products, fluctuations in energy prices, inflation, rising interest rates, the volatility of oil prices, and the geopolitical uncertainties stemming from global tensions. BW Energy Group has a strong commitment to safety and environmental protection, aiming for zero harm in all areas of the Company’s operations. The Company is focused on lowering its carbon footprint by repurposing existing production infrastructure to develop known oil and gas resources. BW Energy Group anticipates that oil and gas will continue to play a crucial role in the global energy landscape for many years. The Company is dedicated to generating long-term value through a strategic approach to phased development and investment in high-yield assets. Its adaptable investment strategy is designed to withstand various market conditions, enabling BW Energy Group to capitalise on both immediate and future opportunities to enhance cash flow and profits. Despite a weakening in macroeconomic factors, energy prices remain elevated due to geopolitical tensions, global supply chain issues, inflation, and increasing interest rates. In the short term, BW Energy Group is focused on increasing the production from the Dussafu licence area in Gabon to 40,000 barrels of oil per day. In Brazil, BW Energy Group has taken ownership and operatorship of the Golfinho assets. These initiatives are expected to significantly boost oil production and deliver substantial value to stakeholders.
BW Energy Group is actively transitioning towards a lower carbon footprint, mindful of the impact from the climate change on its operations and the wider oil and gas industry. BW Energy Group anticipates ongoing regulatory focus on climate issues and greenhouse gas emissions, which could lead to revised taxation and other regulations, higher compliance costs, and changing investor and lender attitudes. Such regulatory changes may affect our business and financial outlook. BW Energy Group is vigilant in monitoring these developments across our operational regions. Additionally, the shift towards alternative energy sources could decrease demand and prices for oil and gas, potentially leading to asset value impairments. To ensure resilience, BW Energy Group evaluates its assets under various oil price scenarios. The future investments rely on operational cash flow, capital, and borrowing. The rising concern over climate change might increase capital costs as some investors and lenders have started to limit their engagement with the oil and gas sector. To counteract this, BW Energy Group engages with a diverse group of financial institutions and investors worldwide, continually revising the investment strategy to maintain a robust balance sheet. Moreover, like most energy companies BW Energy Group faces risks from climate-induced weather changes and natural disasters, which could damage infrastructure, disrupt operations, and increase costs. Severe weather might also hinder drilling efforts and production. BW Energy Group has insurance in place to safeguard assets and revenues against such contingencies.
On 22 January 2024 BW Offshore Limited (“BW Offshore”) entered into an agreement with BW Group Limited (“BW Group”) to sell all of BW Offshore’s shares in BW Energy Limited. BW Offshore sold 58,111,461 (22.52%) shares in BW Energy at a price of NOK 32 per share, resulting in total proceeds to BW Offshore of NOK 1,860 million or approximately USD 176 million.
BW Energy Limited | Annual Report 2023
BW Energy Limited | Annual Report 2023
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109
BW Energy Group engaged Netherland, Sewell & Associates, Inc. (NSAI) for certification of proved and probable reserves (2P). Evaluations were based on standard petroleum engineering and evaluation principles. This includes use of standard engineering and geoscience methods, or a combination of methods, including volumetric analysis, analogy, and reservoir modelling, considered to be appropriate and necessary to classify, categorise and estimate volumes in accordance with the 2015 PRMS definitions and guidelines. The reserves have been estimated using deterministic methods. As in all aspects of oil and gas evaluation, there are uncertainties inherent in the interpretation of engineering and geoscience data; therefore, conclusions necessarily represent only informed professional judgment.
Estimated remaining oil and gas reserves are as follows:
As of 31.12.2023
| mmboe | WI 1P Gross | 1P Net | 2P Gross | 2P Net |
|---|---|---|---|---|
| Developed assets: | ||||
| Dussafu Marin Permit 73.5% | 66.6 | 48.9 | 94.5 | 69.4 |
| Golfinho BES-100 100.0% | 29.4 | 29.4 | 40.3 | 40.3 |
| Total | 96.0 | 78.3 | 134.8 | 109.7 |
| Non-developed assets: | ||||
| Maromba BC-20A 95.0% | 75.0 | 71.3 | 105.4 | 100.1 |
As of 31.12.2022
| mmboe | WI 1P Gross | 1P Net | 2P Gross | 2P Net |
|---|---|---|---|---|
| Developed assets: | ||||
| Dussafu Marin Permit 73.5% | 65.1 | 47.8 | 96.2 | 70.7 |
| Non-developed assets: | ||||
| Maromba BC-20A 95.0% | 75.0 | 71.3 | 105.4 | 100.1 |
Proved reserves (1P) are those quantities of oil and gas which, by analysis of engineering and geoscience data, can be estimated with reasonable certainty to be commercially recoverable; probable reserves are those additional reserves which are less certain to be recovered than proved reserves. Developed assets include the Dussafu and Golfinho licences. Non-developed assets include the Maromba licence, where the project final investment decision is subject to conclusion of project financing activities.
During 2023 and 2022, BW Energy Group had the following reserves development:
| mmboe | Developed assets 2P Net | Non-developed assets 2P Net | Total 2P Net |
|---|---|---|---|
| Balance at 31 December 2021 | 73.8 | 73.8 | |
| Production 2022 | (2.8) | (2.8) | |
| Revision of previous estimate | (0.3) | (0.3) | |
| Balance at 31 December 2022 | 70.7 | 100.1 | 170.8 |
| Production 2023 | (5.9) | - | (5.9) |
| Acquisitions | 40.3 | - | 40.3 |
| Discoveries | 4.9 | - | 4.9 |
| Revision of previous estimate | (0.2) | - | (0.2) |
| Balance at 31 December 2023 | 109.7 | 100.1 | 209.8 |
BW Energy Limited | Annual Report 2023
BW Energy Limited | Annual Report 2023
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110
Statement of income 112
Statement of comprehensive income 113
Statement of financial position 114
Statement of changes in shareholders’ equity 115
Statement of cash flows 116
Notes to the Parent company financial statements 117
Note 1 Reporting entity 117
Note 2 Accounting policies 117
Note 3 Revenue 119
Note 4 Operating expenses 120
Note 5 Income tax 120
Note 6 Share capital 121
Note 7 Financial assets and liabilities 121
Note 8 Financial risk management 122
Note 9 Shares in subsidiaries 122
Note 10 Intercompany receivables and payables 123
BW Energy Limited | Annual Report 2023
BW Energy Limited | Annual Report 2023
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111
| USD MILLION (Year ended 31 December) | Note | 2023 | 2022 |
|---|---|---|---|
| Revenue | 3 | 25.3 | 4.0 |
| Operating expenses | 4 | (29.9) | (20.6) |
| Operating profit | (4.6) | (16.6) | |
| Interest income | 10.5 | 5.8 | |
| Fair value gain/(loss) on financial instruments | 8 | 0.1 | 7.4 |
| Other financial items | (0.2) | (0.2) | |
| Net financial items | 10.4 | 13.0 | |
| Profit/(loss) before tax | 5.8 | (3.6) | |
| Income tax expense | 5 | (0.2) | (0.7) |
| Net profit/(loss) for the year | 5.6 | (4.3) |
The notes on pages 117–123 are an integral part of these financial statements.
BW Energy Limited | Annual Report 2023
BW Energy Limited | Annual Report 2023
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112
| USD MILLION (Year ended 31 December) | 2023 | 2022 |
|---|---|---|
| Profit/(loss) for the year | 5.6 | (4.3) |
| Total comprehensive income for the year | 5.6 | (4.3) |
The notes on pages 117–123 are an integral part of these financial statements.# BW Energy Limited | Annual Report 2023
USD MILLION (Year ended 31 December)
| Note | 2023 | 2022 | |
|---|---|---|---|
| ASSETS | |||
| Intangible assets | 1.5 | 0.2 | |
| Shares in subsidiaries | 9 | 412.9 | 355.6 |
| Long-term intercompany receivables | 10 | 104.6 | 100.5 |
| Derivates | - | 9.2 | |
| Total non-current assets | 519.0 | 465.5 | |
| Trade and other current assets | 0.7 | 1.0 | |
| Short-term intercompany receivables | 10 | 8.6 | 10.0 |
| Cash and cash equivalents | 7 | 21.2 | 65.6 |
| Total current assets | 30.5 | 76.6 | |
| Total assets | 549.5 | 542.1 | |
| EQUITY AND LIABILITIES | |||
| Share capital | 6 | 2.6 | 2.6 |
| Share premium | 550.1 | 550.1 | |
| Other equity | (91.2) | (98.1) | |
| Total equity | 461.5 | 454.6 | |
| Trade and other payables | 2.8 | 3.5 | |
| Short-term intercompany payables | 10 | 85.2 | 83.9 |
| Tax liabilities | - | 0.1 | |
| Total current liabilities | 88.0 | 87.5 | |
| Total equity and liabilities | 549.5 | 542.1 |
The notes on pages 117–123 are an integral part of these financial statements.
USD MILLION
| Note | Share capital | Share premium | Retained earnings/ Net assets | Total equity | |
|---|---|---|---|---|---|
| Equity at 1 January 2022 | 2.6 | 550.1 | (94.8) | 457.9 | |
| Loss for the period | - | - | (4.3) | (4.3) | |
| Share-based payments | - | - | 1.1 | 1.1 | |
| Total equity at 31 December 2022 | 2.6 | 550.1 | (98.1) | 454.6 | |
| Equity at 1 January 2023 | 2.6 | 550.1 | (98.1) | 454.6 | |
| Gain for the period | - | - | 5.6 | 5.6 | |
| Share-based payments | - | - | 1.3 | 1.3 | |
| Total equity at 31 December 2022 | 2.6 | 550.1 | (91.2) | 461.5 |
The notes on pages 117–123 are an integral part of these financial statements.
USD MILLION
| Note | 2023 | 2022 | |
|---|---|---|---|
| Operating activities | |||
| Profit/(loss) before tax | 5.8 | (3.6) | |
| Adjustment for: | |||
| Currency exchanges differences | |||
| Fair value change on financial instruments | 8 | 9.2 | (7.1) |
| Add back of net interest expense | (2.5) | (0.7) | |
| Share-based payment expense | 1.3 | 1.1 | |
| Changes in net working capital | (4.2) | (6.5) | |
| Taxes paid | 5 | (0.3) | (0.7) |
| Net cash flows from/(used in) operating activities | 9.3 | (17.5) | |
| Investing activities | |||
| Investment in subsidiaries | (1.3) | (52.2) | |
| Investment in intangible assets | (1.3) | (0.1) | |
| Loans to subsidiaries | 10 | (40.1) | (9.2) |
| Interest received | 2.5 | 0.7 | |
| Net cash flows used in investing activities | (40.2) | (60.8) | |
| Financing activities | |||
| Loans from subsidiaries | 10 | (13.5) | 67.8 |
| Net cash flows from financing activities | (13.5) | 67.8 | |
| Net change in cash and cash equivalents | (44.4) | (10.5) | |
| Cash and cash equivalents at 1 January | 65.6 | 76.1 | |
| Cash and cash equivalents at 31 December | 21.2 | 65.6 |
The notes on pages 117–123 are an integral part of these financial statements.
BW Energy Limited was incorporated on 22 May 2019 as an exempted company limited by shares under the laws of Bermuda and in accordance with the Bermuda Companies Act. BW Energy Limited registered office is at Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, Hamilton HM1189, Bermuda. BW Energy is the holding company. BW Energy Limited is listed on Oslo Børs, a stock exchange part of Euronext.
All figures are in USD million if not otherwise stated. As a result of rounding differences, numbers and or percentages may not add up to the total. The financial statements were approved by the Board of Directors on 27 February 2024.
Basis of accounting
The financial statements of the Company have been prepared pursuant to IFRS® Accounting Standards as adopted by the EU (IFRS). The financial statements have been prepared in accordance with the historical cost convention with some exceptions, as detailed in the accounting policies set out below. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies.
Accounting for subsidiaries
The subsidiaries are entities (including special purpose entities) over which the Company has control. Control is achieved when the Company is exposed or has rights to variable returns from its involvement with a company in which it has invested and has the ability to use its power to affect its returns from this company. Investments in subsidiaries are stated at cost less any impairment.
Currency translation
Revenue recognition
Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Financial assets
The Company’s financial assets are trade and intercompany receivables and cash and cash equivalents. The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Company’s business model for managing them. Except for trade receivables that do not contain a significant financing component, the Company initially measures a financial asset at its fair value plus, (in the case of a financial asset not at fair value through profit or loss), transaction costs. The Company classifies its financial assets in:
* Financial assets at amortised cost
* Financial assets at fair value through profit or loss (FVTPL)
Financial assets at amortised cost
The Company measures financial assets at amortised cost if both of the following conditions are met:
* The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows
* The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding
Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. The Company’s financial assets at amortised cost include trade and inter-company receivables and other short-term deposits.
Financial assets at fair value through profit or loss
Derivatives at fair value are carried in the statement of financial position at fair value with net changes in fair value through profit or loss. The category includes interest rate swaps and oil price hedging contracts.
Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised when:
* The rights to receive cash flows from the asset have expired, or
* The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either
* The Company has transferred substantially all the risks and rewards of the asset, or
* The Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset
Impairment of financial assets
For intercompany receivables, the Company applies a simplified approach in calculating Estimated Credit Losses (ECLs). Therefore, the Company does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date, based on its historical credit loss experience. The Company considers a financial asset in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.# Financial Statements
The preparation of financial statements in conformity with IFRS requires management to exercise its judgment in the process of applying the Company’s accounting policies. It also requires the use of accounting estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the financial year. Although these estimates are based on management’s best knowledge of current events and actions, actual results may ultimately differ from those estimates.
Shares in subsidiaries and intercompany receivables are subject to impairment testing at the end of each reporting period. Valuation is subject to assessment of the recoverability in the underlying investment or receivable. Management’s assessment can affect the level of impairment loss, or reversal of such, that is recognised in profit or loss.
There are no changes in the accounting policies.
USD MILLION
| | 2023 | 2022 |
| :------------ | :--- | :----- |
| Realised gain/(loss) on oil derivatives | - | (13.8) |
| Other revenue | 25.3 | 17.8 |
| Total revenue | 25.3 | 4.0 |
There were no commodity hedges in the Company per year end 2022 and no commodity hedges in the Company during 2023. Commodity hedges are described in more detail under Note 18of the consolidated financial statements. Other revenue relates to overhead charges to subsidiaries in the BW Energy Group.
USD MILLION
| | 2023 | 2022 |
| :----------------------- | :--- | :--- |
| Employee benefit expenses| 1.2 | 2.6 |
| Management and support services | 15.6 | 8.7 |
| Shared services | 3.4 | 3.2 |
| Legal fee | 0.7 | 0.3 |
| Consultant’s fee | 3.1 | 1.5 |
| Director's fee | 0.4 | 0.4 |
| Audit fee | 0.3 | 0.2 |
| Travel | 0.9 | 0.6 |
| IT expenses | 2.8 | 2.1 |
| Other operating expenses | 1.5 | 1.0 |
| Total operating expenses | 29.9 | 20.6 |
BW Energy Limited is a Bermuda registered company. Currently, the Company is not required to pay taxes in Bermuda on ordinary income or capital gains. The income tax for 2023 and 2022 concerns withholding tax which the Company is subject to in certain jurisdictions where the Company has financial income.
Authorised share capital:
At 1 January 2023: 300,000,000 ordinary shares at par value USD 0.01 each
At 31 December 2023: 300,000,000 ordinary shares at par value USD 0.01 each
Issued and fully paid
USD THOUSAND
| | At 1 January 2023 | At 31 December 2023 |
| :------------------- | :---------------- | :------------------ |
| | 2,580 | 2,580 |
As of 31 December, the Company had financial assets and liabilities in the following categories:
USD MILLION (Year ended 31 December 2023)
| | Financial assets | Financial liabilities measured at amortised cost | Fair value |
| :------------------- | :--------------- | :--------------------------------------------- | :--------- |
| Cash and cash equivalents | 21.2 | - | 21.2 |
| Intercompany receivables | 113.3 | - | 113.3 |
| Other current assets | 0.7 | - | 0.7 |
| Intercompany payables | - | (85.2) | (85.2) |
| Other current liabilities | - | (2.8) | (2.8) |
| Total | 135.2 | (88.0) | |
USD MILLION (Year ended 31 December 2022)
| | Financial assets | Financial liabilities measured at amortised cost | Fair value |
| :------------------- | :--------------- | :--------------------------------------------- | :--------- |
| Cash and cash equivalents | 65.6 | - | 65.6 |
| Intercompany receivables | 110.5 | - | 110.5 |
| Other current assets | 1.0 | - | 1.0 |
| Intercompany payables | - | (83.9) | (83.9) |
| Other current liabilities | - | (3.5) | (3.5) |
| Derivatives | 9.2 | - | 9.2 |
| Total | 186.3 | (87.4) | |
The Company’s activities expose it to a variety of financial risks. Overall risk management follows and is handled by the BW Energy Group. These processes and policies are described in more detail under Note 18of the consolidated financial statements. In 2022, the Company was exposed to commodity risk through commodity hedges that was settled during the year, for further reference see Note 3.
The Company’s business is not exposed to significant foreign exchange risk as its operating expenses are mainly denominated in United States Dollars, which is the functional currency of the Company.
Except for the amount due to and from subsidiaries, the Company’s operating cash flows are independent of changes in market interest rates. The Company holds an interest rate swap of USD 50 million. See Note 18of the consolidated financial statements.
The Company’s credit risk is primarily attributable to the amount due from the subsidiaries (non-trade). At 31 December 2023, this amount receivable from subsidiaries (non-trade) is not past due. The maximum exposure is represented by the carrying amount of this financial asset on the statement of financial position.
Funding requirements of the Company are met by the subsidiaries of BW Energy Group. The Company’s objective when managing capital is to ensure that it is adequately capitalised and that funding requirements are met by BW Energy Group. The Company is not subject to any externally imposed capital requirements.
| Country of incorporation | Ownership at 31 December 2023 | Ownership at 31 December 2022 | |
|---|---|---|---|
| BW Energy Holdings Pte Ltd | Singapore | 100% | 100% |
| BW Energy Norway Management AS | Norway | 100% | - |
| BW Energy OI Ltd | Bermuda | 100% | 100% |
| BW Energy Services Ltd | Bermuda | 100% | - |
| BW Energy Trading Holdings Ltd | Bermuda | 100% | - |
| BW Energy USA Management Inc. | USA | 100% | 100% |
| BW Kudu Holding Pte Ltd | Singapore | 100% | 100% |
| BW Maromba Holdings Pte Ltd | Singapore | 100% | 100% |
USD MILLION
| | 2023 | 2022 |
| :------------------------- | :---- | :---- |
| Intercompany receivables long-term | 104.6 | 100.5 |
| Intercompany receivables short-term | 8.6 | 10.0 |
| Intercompany payables short-term | 85.2 | 83.9 |
Intercompany loan agreements with subsidiaries are set up based on regular market rates depending on the location of operation i.e., annual discount rate of the Banque des Etats de l’Afrique Central in relation to the operations in Gabon. Outstanding balances at year-end are unsecured.# Financial statements
We confirm that, to the best of our knowledge, the financial statements for the period ended 31 December 2023 have been prepared in accordance with current applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the BW Energy Group taken as a whole. We also confirm that the Board of Directors’ Report includes a true and fair review of the development and performance of the business and the position of the Company and the BW Energy Group, together with a description of the principal risks and uncertainties facing the Company and the BW Energy Group.
BW Energy Group discloses alternative performance measures in addition to those required by IFRS, as we believe these provide useful information to management, investors and security analysts regarding our historical financial performance.
EBIT
EBIT, as defined by BW Energy Group, means earnings before interest and tax.
EBITDA
EBITDA, as defined by BW Energy Group, means EBIT excluding depreciation and amortisation, impairment and disposal and gain from sale of tangible fixed asset. EBITDA may differ from similarly titled measures from other companies.
EBITDAX
EBITDAX, as defined by BW Energy Group, means EBITDA excluding Exploration Expense.
| USD MILLION (Year ended 31 December) | 2023 | 2022 |
|---|---|---|
| Total revenues | 507.3 | 277.6 |
| Operating expenses | (266.3) | (123.4) |
| Operating profit before depreciation, amortisation and impairment (EBITDA) | 241.0 | 154.2 |
| Depreciation and amortisation | (99.5) | (60.1) |
| (Impairment)/reversal charges | (0.4) | - |
| Operating profit (EBIT) | 141.1 | 94.1 |
Capital expenditures
Capital expenditures means investments in E&P assets, intangible assets and property and other equipment, including asset retirement cost. Capital expenditure may differ from investment in property, plant and equipment and intangible assets presented in the Consolidated Statement of Cash Flows, as capital expenditure may also contain non-cash transactions.
| USD MILLION | 2023 | 2022 |
|---|---|---|
| Property and other equipment | 583.8 | 210.7 |
| Intangible assets | 48.3 | 41.5 |
| Total capital expenditures | 632.1 | 252.2 |
| Asset retirement cost | (163.4) | 1.6 |
| Change in working capital | (133.7) | (13.9) |
| Investment in property, plant and equipment and intangible assets | 335.0 | 239.9 |
Equity ratio
Equity ratio is an indicator of the relative proportion of equity used to finance BW Energy Group’s assets, defined as total equity divided by total assets.
Bermuda
c/o Inchona Services Limited
Washington Mall Phase 2
4th Floor, Suite 400
22 Church Street, HM 1189
Hamilton, Pembroke, HM EX, Bermuda
Brazil
Rua Lauro Muller, 116
8th Floor, Rooms 801 and 802
Botafogo, CEP: 22290-160
Rio de Janeiro, Brazil
Gabon
Boulevard du Bord de Mer
Immeuble Bord de Mer, 3ième étage
BP 23771
Libreville, Gabon
Namibia
Cirrus Building
35 Schanzen Road on Erf 775
Windhoek, Namibia
Norway
Karenslyst Allé 6
0278 Oslo, Norway
Kystveien 14
4841, Arendal, Norway
Singapore
30 Pasir Panjang Road
Mapletree Business City
Singapore 117440
USA
9753 Katy Freeway, Suite 900
Houston, Texas 77024
USA
[email protected]
www.bwenergy.no
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