Petromin Annual Report 2012 - Petromin PNG Holdings Limited
Transcription
Petromin Annual Report 2012 - Petromin PNG Holdings Limited
PETROMIN VALUES VISION CONTENTS Participation by all Papua New Guineans in the ownership and development of our minerals, oil and gas resources through profitable partnerships for our future prosperity. To generate and effect asset acquisitions and investments and efficiently manage shareholder interests in petroleum and mineral resources through ownership and revenue gains, including reinvesting in profitable revenue generating projects for the collective benefit of society, thereby delivering profitable returns to shareholders. MISSION Petromin Corporate Objectives are defined by the enabling legislation as follows: 02 Key Performance Indicators 04 Letter to the Trustee Shareholder 06 Acting Chief Executive Officer’s Overview 08 A Brief History of Petromin 10 Board of Directors 12 Management 18 Corporate Strategy 26 Corporate Governance 30 Petromin Group of Companies 34 Major Activities Petroleum Minerals 36 42 New Ventures & Business Development Business Plan Risk Management 50 52 Corporate Services Government Relations & Public Affairs Environment Report 54 54 Human Resources Petromin People Professional Development Graduate Training 56 56 58 Shareholder Information 60 Financial Report 62 CORPORATE OBJECTIVES 1. To operate as a commercial enterprise at least as efficiently as a comparable business (in the resource sector) in PNG. 2. To maximize the value of the Shareholder’s investment in the Company through: i. Developing mineral and petroleum tenements in PNG acquired from the State and others, whether directly or as a nominee of the State; and ii. Reinvesting in socially responsible projects which benefit society and which make a profitable return to shareholders. 3. To engage in mineral and petroleum exploration, evaluation and development, both upstream and downstream, and in the marketing, transportation and sale of minerals and petroleum products. 4. To operate in accordance with principles of sustainable development, international best practices and taking account of environmental considerations. 5. To operate with a sense of social responsibility towards the best interests of affected communities. 6. To do all such things in pursuance of these objectives, anywhere in the world whether alone or with others, as principal agent, contractor, trustee, joint venture partner, and regardless of whether through agents, sub-contractors, trustees, or otherwise. 2012 Performance Summary 03 PETROMIN I ANNUAL REPORT_2012 • Re-appointment of Director Ian Goddard on 4th March 2012 by the Trustee Shareholder for another term of three years. • Sir Brown Bai, Chairman of Petromin Board was knighted on 11th June 2012. JUL • Sir Peter Barter resigned as Director from Petromin Board on 2 July 2012. • Corporate uniform launched on 13th July 2012. • Reappointments of Director Muri bin Muhammad on 4th March 2012 by the Trustee Shareholder for another term of three years. JUN • Deloitte Touche Tomatsu reappointed Auditors for the Petromin Group for the year ending 31 December 2012. FEB • Golder & Associate completed the Saki Resource Report for Petromin estimating a gold resource of 40,000 to 70,000 ounces. • Diamond drill hole PDH002 intersected porphyry style mineralization at Ipi River, EL1352. • 5th Annual General Meeting (AGM) held on 12 June 2012. • Tetra Tech Australia Pty Ltd completed the independent review of the Solwara 1 EIS report for Petromin. MAY JAN • Re-dedication of Petromin Haus and celebration of Petromin 5th Anniversary on 2 May 2012. • Tetra Tech Australia Pty Ltd completed the independent technical review of the latest Solwara 1 resources report by Nautilus Minerals for Petromin to determine whether the resource estimate presented in the report is credible. 2012 PERFORMANCE SUMMARY • Diamond drill hole PDH001 intersected porphyry style | mineralization at Ipi River, EL1352. • Wayne Kasou appointed as Company Secretary on 1 September 2012. • Ipi Drilling Results finalized and presented to Petromin Board. • Directors /Trust Managers/Management attended Mining & Petroleum conference in Sydney on 2-3 Dec 2012. DEC • Dr. Wilfred Lus (Chief Geologist, Minerals) presented the exploration update on Ipi River Copper Gold Molybdenum Porphyry Project, EL1352 at the PNG Mining and Petroleum Investment Conference in Sydney, Australia on 5th December, 2012. • Eda Minerals commenced diamond drilling on Ipi River Copper Gold Molybdenum porphyry project on EL1352. APR SEP MAR • Dr. Wilfred Lus (Technical Team Leader, Solwara 1 Project) and Kelly Mende (Mining Engineer) attended the HAZID/ HAZOP Workshop in Houston, United States of America, on technical aspects of the Solwara 1 Project from 19-23 March. • Final Assay Certificate received for Ipi diamond core samples. PETROMIN IS THE STATE NOMINEE FOR ANTICIPATED MINING PROJECTS WAFI-GOLPU (NEWCREST HARMONY), FRIEDA (XSTRATA), YANDERRA (MARENGO) AND WOODLARK (KULA GOLD). 05 PETROMIN I ANNUAL REPORT_2012 PETROMIN KEY PERFORMANCE INDICATORS 350 SHAREHOLDER EQUITY Petromin’s corporate objective includes the maximization of the shareholder value. Petromin’s shareholder value is calculated as total assets minus total liability. The shareholder equity has increased over the last five years since Petromin’s inception. The initial high increase of shareholder equity by 29 % between 2007 and 2008 and by 30 % between 2008 and 2009 was due to the acquisition of the State’s interest in the Moran oil project in 2007 and the Tolukuma gold mine in 2008. These two assets were producing assets. No further producing assets were acquired or developed between 2009 and 2012, however investments were made on developing projects that are projected to become producing assets from 2013 and 2014 onwards. The shareholder equity increased by 8 % between 2009 and 2010 and it decreased by 2 % between 2010 and 2011. Between 2011 and 2012, it further decreased by 10 %. From inception in 2007 to 2012, the company has grown and maximized the value of the shareholder by 59 %. 220 REVENUE 175 Petromin’s mission statement includes revenue gains. Petromin’s main revenue stream flows from its equity share in the Moran oil project’s crude oil sales and the Tolukuma gold mine’s raw gold sales. In the last 6 years to 2012, a total of K1.372 billion flowed through as revenue. In 2012 a total of K177.67 million flowed through as revenue. 400 0 200 07 08 09 10 11 12 Annual revenue (kina) 80 Annual Growth in Equity % 0 07 08 09 10 11 12 Total Equity (million kina) TAX By law, Petromin is obliged to pay taxes to the State and since the State is also Petromin’s beneficiary shareholder, Petromin is proud to have paid taxes to the independent State of Papua New Guinea since commencing operations in 2007. In the last years six years to 2012 a total of K226 million in taxes, has been paid to the State. In 2012 a total of K26 million was paid in tax to the State. 40 0 07 08 09 10 11 12 Annual Taxes Paid (kina) COMPRENHENSIVE INCOME 110 0 07 08 09 10 11 12 Annual comprehensive income (million kina) Petromin’s corporate objective includes the derivation of a profitable return to the shareholder. Petromin’s comprehensive income is derived from the revenue after deducting the cost of sales, operating costs, financing costs and taxes. The comprehensive income has been positive throughout the previous five (5) years but was negative this year 2012. The initial comprehensive income in 2007 was very high and it was strongly influenced by the financial income from Moran project. This year’s (2012) comprehensive income was negative and it was heavily influenced by the high operating costs in Tolukuma Gold Mine. 20 0 EMPLOYEE NUMBERS 07 12 Papua New Guinean employees TENEMENTS (MINERAL & PETROLEUM) 6 Petromin’s corporate objective includes engagement in mineral and petroleum exploration and development and is proud to have expanded its tenement portfolio to grow and meet its corporate objectives. DIVIDENDS Petromin’s beneficiary is the Independent State of Papua New Guinea and annual dividends are paid to the State through its beneficiary shareholder, the Prime Minister of the day. The Petromin Board declares the dividends annually at its Annual General Meeting (AGM). Petromin has been declaring and paying dividends from its first full year of operation in 2008 to 2011. This year 2012 Petromin did not declare any dividend but paid a part of its previous declared dividend of K450,000.00. A cumulative total dividend of K8.35 million has been paid from 2008 to 2012. 583 3 Dividends Declared 0 07 08 09 10 11 12 Dividends Paid Since Petromin started operations in 2007, its tenement portfolio has expanded from the initially acquired exploration and development tenements to include additional exploration and development tenements and nomination to represent the State on its retention tenements. The total number of tenements has increased over the last six years by 192 % with 38 tenements in 2012, compared to 13 tenements in 2007. Two petroleum prospecting tenements were also applied for in 2012. Petromin is the State’s oil, gas and mineral company and it is proud of creating employment opportunities for Papua New Guineans. Petromin Group’s growth is demonstrated by an increase in staff numbers from 20 in 2007 to 583 in 2012. The workforce is almost 100 % comprised of nationals and this helps to realize Petromin’s vision of participation by nationals in the ownership and development of the country’s oil, gas & mineral resources. 15 7.5 ML(S) APPL(S) EL(S) PDL(S) PPL(S) 0 PRL(S) 07 08 09 10 11 12 07 PETROMIN I ANNUAL REPORT_2012 LETTER TO TRUSTEE SHAREHOLDER Honourable Prime Minister of Papua New Guinea, Mr. Peter O’Neill, CMG, MP, it is my privilege to present to you, Petromin PNG Holdings Limited’s (Petromin) Annual Report for its full year of operation in 2012. Year 2012 marks Petromin’s 5th full calendar year of financial operation from January 1st to December 31st. and its 6th year of operations since the company’s establishment in early 2007. Petromin’s Shareholder equity has increased in the last six years by 59 %. In December 2007 it was K198.8 million and by December 31st 2012 it has risen to K316 million. The 2012 financial year ended with an operating loss of K33 million. The loss was largely influenced by very high operating costs attributed to the Tolukuma Gold Mine Limited (TGM). Petromin’s established vision from 2007 continues to be one of direct participation by Papua New Guineans in the ownership, exploration and development of our mineral, oil and gas resources through profitable partnership to contribute towards our future prosperity. This is demonstrated through the company holding direct equity in its own acquired exploration acreages, the development of the Greater Moran Oil Field and PNG LNG and as well as its ownership and management of TGM. The Petromin group of companies in total generated revenues of K178 million in 2012 but with business expenses and taxes of K211 million, the company recorded a loss. Despite this, the Group’s cash balances as at year’s end was still a robust K113 million. It may be noted here that Petromin has paid K234 million in taxes and K8.35 million in dividends since inception to date. Re-capitalization of TGM has been an ongoing challenge for Petromin over the last five years. Various options for improving the mine have been considered and the strategic path going forward is now apparent. The company has prioritized its investment opportunities through a five (5) year business plan which the company will consider for investment in the next five years. Petromin’s alliance with Royal Dutch Shell (Shell) saw our petroleum geoscientists undertake a joint major regional study of the Gulf of Papua with Shell this year. The study involved the interpretation of over 12,000 kilometers of 2D marine seismic data that used Shell’s petroleum exploration technology. The petroleum Geo-Science skillset within Petromin was significantly enhanced through this joint study and the broader alliance. The company’s tenements over the last five years have increased by 185 % from one petroleum development licence (PDL), one mining lease (ML), and eleven mining exploration leases (ELs) in its early years to two PDLs, eleven petroleum prospecting licences, eleven petroleum retention licences, two MLs, and eleven ELs in 2012. The potential to realize value from these tenements and further grow the Shareholder’s equity is high and indicative of a prosperous future. Petromin has built up a healthy, educated and skilled labour force that is geared to create wealth for our country and contribute significantly towards the wealth creation pillar in aligning with and achieving the country’s Vision 2050. I would also like to bring to your attention the resignation of founding MD & CEO of Petromin PNG Holdings Limited, Joshua Kalinoe, CSM, CBE. After tirelessly working to establish and grow the Petromin Group since 2007, Mr. Kalinoe resigned in early 2013 to pursue other opportunities. Under his leadership, Petromin endeavoured to deliver on its national mandate as required by the Petromin Act as highlighted in the Annual Reports for 2012 and for previous years. I take this opportunity to thank Mr. Kalinoe for his leadership to progress the company and its People, as we move into the next phase of Papua New Guinea’s growth, development and management of its mining and petroleum resources. Prime Minister, the Petromin asset value is in the millions now and it has the potential to rise into billions in the near future under your trust. On behalf of the Board, the Management and the Staff I would like to thank you for supporting and allowing us the opportunity to direct, manage and cultivate the Petromin asset that you hold in trust for the citizens of our great country. May the Petromin asset be further developed for wealth creation to underpin the pursuit of prosperity and happiness by the citizens of this great country. Good health to you, your family, the government and citizens of this great country. Sir Brown Bai KBE, CBE,CSM PETROMIN HAS BUILT UP A HEALTHY, EDUCATED AND SKILLED LABOUR FORCE THAT IS GEARED TO CREATE WEALTH FOR OUR COUNTRY AND CONTRIBUTE SIGNIFICANTLY TOWARDS THE WEALTH CREATION PILLAR IN ALIGNING WITH AND ACHIEVING THE COUNTRY’S VISION 2050. 09 PETROMIN I ANNUAL REPORT_2012 ACTING CHIEF EXECUTIVE OFFICER’S OVERVIEW Petromin consolidated its operations in 2012 through its subsidiary companies with focus on exploration, revenue generation and portfolio increase. Critical milestones were achieved in both the mining and petroleum divisions, which included the State awarding nine new Petroleum Prospecting Licenses (PPL’s) to Petromin in the New Ireland Basin and the mineral resource estimate for Saki first phase drilling being completed by Golder’s & Associates. INVESTMENT PORTFOLIO Our current Mining portfolios include Tolukuma Gold Mine, Solwara 1 Project and eleven exploration tenements in the Central and Oro Provinces and bordering on the Morobe Province. We have also been nominated under the Petromin Act in the emerging mining projects of Freida River, Woodlark, Yandera and Wafi-Golpu mining projects. Our Petroleum assets comprise of 11.275 % in the Greater Moran Oil Project and 0.2037 % in the PNG LNG Project. In addition, we now have a portfolio of ten PPLs in the New Ireland Basin and a minority interest in PPL 328 (Pasca) in the offshore of Gulf Province. We have also been nominated in ten Petroleum Retention Licences in the Gulf and Western Provinces. OPERATIONS & DEVELOPMENT Petroleum activities were focused on the Unitized Moran Project and the PNG LNG Project (the latter of which is scheduled for first gas in 2014). Eda Oil Limited (EOL), a subsidiary, holds Petromin’s interests (11.275 %) in the Unitized Moran Project. EOL’s share of oil production was 427,212 stock tank barrels of oil (stbo) against a forecast of 571,646 stbo for the year. The decrease in production was a result of a shut-in of production facilities for five weeks due to a suspected seepage at the Kumul terminal. However investigations by the Operator confirmed that there was no seepage. Our current and only mining operation continues to be the challenging Tolukuma Gold Mine (TGM). TGM’s annual production declined to 21,413 oz from 35,868 oz in 2011. Various factors, including unfavourable weather conditions resulting in severe flooding of the underground Mine, affected production in the first half of the year. The second half of the year witnessed some recovery in production but not enough to recoup the loss from the first half. Unfortunately the situation did not improve in the new year as production remained below budget due to operational and staff related issues. TGM has contributed immensely to the Goilala District since its operations began in early 1990s. TGM Management is aware of the importance of the operation to the people of the region. Management is now working on a recapitalisation plan along with updating the resource to see how best the operation could be sustained. Exploration in Saki, a tenement near TGM, continued during the year. The first and second phase drilling program has been completed. The program completed 47 Diamond Drill Holes (DDH) with a total cumulative depth of 4,609.85 metres. Golders & Associates completed exploration resource estimate of 40,000 to 70,000 ounces from the drilling program. MINERALS EXPLORATION Petromin subsidiary Eda Minerals Limited (EML) conducts exploration activities in its six (6) tenements in Central and Oro Provinces. The Ipi River Prospect (EL 1352) has been the focus of its mining exploration and drilling activities during the year. EML also oversaw exploration activities in TGM’s five (5) exploration licences. Petromin acquired a drill rig (SC-11) for the first phase drilling program resulting in three (3) exploration drill holes (PDH001, PDH002 & PDH003) in Ipi River Prospect with a cumulative depth of 1219.40 meters. The assay results indicate a typical porphyry style mineralisation. PETROLEUM EXPLORATION Petroleum exploration focused on the south-east part of the New Ireland Basin . Exploration is still in the preliminary stages as geological and seismic data is required to further evaluate the petroleum potential of the basin. FINANCE & ADMINISTRATION The year has been extremely challenging. Loss in production in Moran and Tolukuma affected the profitability of the Petromin Group. Although higher than expected oil and gold price did compensate the loss to some extent but decreased output at Tolukuma affected the Group’s profitability as recovery of costs was significantly impacted. Petromin PNG Holdings Limited, as a parent company, recorded a profit of K37.4m. This is attributed to higher dividend income from EOL which recorded a net after tax profit of K40.8m. Tolukuma Gold Mines Limited made a net loss of K51.6m and the net consolidated result was a net after tax loss of K33.1m. AS FORMER AND FOUNDING MANAGING DIRECTOR & CEO, JOSHUA R. KALINOE, CSM, CBE, EMPHASISED IN OUR 2010 ANNUAL REPORT OUR PEOPLE “ARE OUR PRIDE AND FUTURE” It may be noted here that since inception in 2007, Petromin as a Group has paid K226.6m in company tax, K25.7m in Group tax, K2.4m in infrastructure tax credit schemes and K33.2m in royalty and development levy to the period ending 31st December 2012. In addition, Petromin has also paid a total of K8.35m in dividends to the Independent State of Papua New Guinea. In summary, although 2012 did not turn to be as good as we would have wished the overall contribution by the Petromin Group, since 2007 has been of significance. LOOKING AHEAD The Petromin Act was enacted in 2007 by Parliament with the intention of having a commercial National minerals and petroleum company. Current events will dictate the future of Petromin, the Company, however our future has always been in our primary and most significant asset, our People. What we have achieved and the lessons we have learnt over the past seven (7) years will be the foundation with which our People can promote Papua New Guinea’s interests through participation in both the petroleum and mining industry. Our graduate trainee program has been a success with 17 graduates from various fields going through our ranks, and either working with prominent international resource companies or retained. The program is perhaps the greatest achievement and contribution that Petromin has made to Papua New Guinea in its short history. We believe all of these young professionals will progress and flourish in the natural resources industries. In addition to the graduate trainees, senior officers and Management have been put through training programs, graduating one undergraduate degree in HR, three Masters (in Law and Business Administration) and one Doctorate in mining geology in progress. Under the Government’s recent decision to consolidate its mining and petroleum assets, Petromin’s life may see its last horizon while its People will be part of a new and exciting dawn for Papua New Guinea’s extractive industries. As former and founding Managing Director & CEO, Joshua R. Kalinoe, CSM, CBE, emphasised in our 2010 Annual Report our People “are our pride and future”. Arunava Basu, BCOM, F.C.A Acting Chief Executive Officer 011 PETROMIN I ANNUAL REPORT_2012 A BRIEF HISTORY OF PETROMIN 2007 Petromin was incorporated under the companies act of 1997 after the National Parliament passed the Petromin Act, through which the Government aims to ‘hold and develop mining and petroleum tenements in PNG’. Operations commenced with a staff of 5 employees under the direction of the founding Managing Director and CEO, Joshua Kalinoe. Eda Oil Asset acquired from MRDC through commercial arrangements, becoming the first acquisition for Petromin Petromin acquired 100 % of Tolukuma Gold mine and its tenements from Emperor Mines Ltd. Petromin also signed a key agreement with InterOil Corporation for participation in the Elk/ Antelope gas fields. 2008 2009 The company continued to establish key operational strategies and brand identity through a new HR Management policy, launch of a corporate logo, development of a corporate plan and held its inaugural AGM. 2008 also saw the Company’s Trustee Shareholder, Prime Minister Grand Chief Sir Michael Somare officially adopted Fit & Proper Guidelines for the appointment of Petromin Directors to strategically direct Petromin’s activities. These guidelines were retrospectively applied to the MD and Board. PETROMIN MADE ITS FINAL PAYMENT TO MINERAL RESOURCES DEVELOPMENT COMPANY (MRDC) FOR THE TRANSFER OF EDA OIL LIMITED, WHICH HAS AN 11% STAKE IN THE MORAN PROJECT (PDL 5). PETROMIN ACQUIRED EDA OIL IN 2008 AND BEGAN PAYMENTS FROM THAT YEAR Petromin made its final payment to Mineral Resources Development Company (MRDC) for the transfer of Eda Oil Limited, which has an 11 % stake in the Moran Project (PDL 5). Petromin acquired Eda Oil Limited in 2008 and began payments from that year. Construction of the PNG LNG Project neared its end with more than three quarters of the project completed at the end of December 2012. The highlight of the construction phase was achieving 100% mechanical completion of the Offshore Pipeline (EPC3). PNG LNG is now estimated to have “first gas” by second quarter 2014. The State awarded Petromin nine (9) new Petroleum Prospecting Licenses (PPL) over the New Ireland basin effective from May 2012. Petromin’s activities continued developing at a rapid rate. Saki Prospect exploration activity is launched, whilst InterOil successfully drills and flares the Antelope-1 well and Water quality investigations into the Angabanga River are completed. In December, PNGLNG project was sanctioned where Petromin was a signatory and Final Investment Decision (FID) on the project was taken and project agreement for Elk/Antelope Project is executed between State and Liquid Niugini Gas Ltd. The second company AGM is held in June with a first impressive dividend payment of K5million being declared. 2010 Exploration activity commenced at the Saki Prospect and Tolukuma mine and an exploration camp was established at Ipi River Prospect, including preparations for planned 3D IP survey. Petromin expanded its business opportunities through the opening of a new office in Singapore and completion of the construction of ‘Petromin Haus’, the company’s new head office in Port Moresby. The NEC approved Petromin& Partners LNG FPSO Project and the Petromin Constitution was amended to improve corporate transparency and accountability. 2011 Petromin’s operations expanded further through the grant of its first Petroleum Prospecting License, PPL345 in the New Ireland basin, the signing of the Strategic Alliance Agreement with Royal Dutch Shell and the award of PPL328 to JV Partners Twinza Oil &Petromin. Petromin also became the State Nominee for upcoming mining projects; Frieda, Wafi-Golpu & Yanderra, and for 10 PRL’s in the Papuan Basin. Petromin Haus was officially opened on 4th March and Mr Kalinoe renewed his contract as MD & CEO for a term of 4 years. Petromin staff numbers have grown from 5 employees in 2007, to 675 in 2011. Papua New Guineans make up 98 % of staff numbers. 2012 Petromin is the State nominee for anticipated mining projects WafiGolpu (Newcrest Harmony), Frieda (Xstrata), Yanderra (Marengo) and Woodlark (Kula Gold). Wafi-Golpu and Frieda River Projects completed their Pre-Feasibility Studies (PFS) and commenced work on their respective Definitive Feasibility Studies (DFS). Yanderra and Woodlark completed work on their respective DFS and an application for Mining Licences, respectively, is anticipated in 2013. Tolukuma was also granted an ‘interim extension’ on ML104 while Petromin prepares its submission to MRA for an extension on its existing Mining Licence. Petromin’s Environment team successfully completed its Environmental Annual Report for Tolukuma which was submitted to Department of Environment and Conservation (DEC), which was subsequently approved by the DEC. Golder’s and Associates completed an exploration resource estimate of 40,0000 to 70,000 ounces from 47 drill holes in the first phase drilling program for Saki. 013 PETROMIN I ANNUAL REPORT_2012 PETROMIN BOARD OF DIRECTORS SIR BROWN BAI, KBE, CBE, CSM CHAIRMAN Independent Director, Sir Brown, is a distinguished former Public Servant, including Ambassador to Brussels and the European Community, Secretary for Treasury, Managing Director of PNG Banking Corporation as well as Secretary to the Department of Prime Minister & NEC. Sir Brown has a Bachelor’s degree in Economics from the University of Papua New Guinea. He is a private consultant and a director of Hargy Oil Palm Limited and Goodman Fielder (PNG) International. He is also the Chairman of Cargill PNG Holdings Limited and currently Company Secretary for Paracel, a telecommunications company in PNG. SIR PETER BARTER, GCL, KT. OBE SUMASY SINGIN, OBE, LLB, LLM (MELB.) DIRECTOR DIRECTOR Sir Peter is a resident independent Director and a prominent businessman and owner and operator of Melanesian Tourist Services. He was twice elected Member of Parliament and appointed Government Minister in two successive Somare Governments. He has previously served as Governor of Madang Province, Minister of Inter Government Relations and Bougainville Affairs and Health & HIV Minister. In 2007, he voluntarily retired from politics. Sir Peter has served on Boards including the Pacific Asia Travel Association, Tourism Promotion Authority, Madang Visitors Bureau, Mama Graun and Nature Conservancy, Modilon Hospital, the National Events Council and was Chairman of the Management Group of the PNG Incentive Fund. He is currently the Chairman of the National AIDS Council, Chairman of MTS Group of Companies, Chairman of the Melanesian Foundation and Council Member of the Divine Word University. He voluntarily resigned as a Director from the Board on 2nd July, 2012 for personal reasons. Mr. Singin was born on 25 August, 1958 in Boana, Morobe Province. He is the son of the late Singin Possom ISO, Member for Lae-Wampar during the 1964-1968 House of Assembly. He is a former State Solicitor and currently serves as a Lecturer in Law at UPNG. He served as Principal Legal Advisor to the Office of the Prime Minister, under Sir Michael Somare, Sam Abal and Peter O’Neill from 2002-2011. He has also served as Director of the Law Reform Commission, 2nd Parliamentary Legal Counsel to the National Parliament, First Assistant Secretary Policy and Legal, East Sepik Provincial Government and Director of PNG Dams Ltd. He is a former Chairman of the Independent Public Business Corporation (IPBC) and was previously also Director of the Gas Project Coordination Office. He was educated in the United Kingdom, Canada, Malta, India, South Korea and Australia. He is a Police Reservist, with the rank of Sergeant Major in the Royal Papua New Guinea Constabulary. He is a member of the PNG Law Society. He is currently a member of the University of Technology Council. 2012 WILLIAM SEARSON, CBE, B.SC DIRECTOR Mr. Searson is a resident independent Director. He is a geology graduate from UPNG who has worked in the development of the country’s minerals and energy industry since early 1970’s. He was the Secretary for the Department of Minerals and Energy from 1983 to 1990. He has contributed to the development of many mining projects, including Ok Tedi, Misima, and Porgera. He also promoted the Papuan Petroleum Basin around the world in 1984 and 1985 which eventually led to the commercial discovery of oil at Kutubu. During his term as Secretary for Minerals and Energy he served on various statutory and Government boards. He was previously Chairman of PNG Electricity Commission from 1983 to 1990, during which Yonki Hydro Dam and Rouna 4 Hydro Project were successfully completed. He later continued as an independent adviser in the development of Lihir, Simberi, Ramu and Hidden Valley mines. He is currently a director on the Board of Mineral Resources Development Company Limited and has served on the board since 1983. JERRY WEMIN DIRECTOR Jerry Wemin was born on 17 September 1965. He is a resident independent Director. Mr Wemin is a Founding Member of the PNG Institute of Company Directors and Member of Australian Institute of Company Directors. He is Fellow of the PNG Institute of Management and Fellow of PNG HR Institute. He has a Masters Degree in Development Management (NTU-Aust) and a Bachelor of Arts Degree from University of PNG (UPNG). He has International Certificates of Distinctions in Total Quality and Human Resource (HR) Management. Mr Wemin is President of the PNG Human Resource Institute and represents the country on the Board of Asia Pacific Federation HRM. He serves as Council Member of the University of PNG. He has been appointed as Independent Audit Committee Member by the Department of Finance and serves as Chairman of Audit Committees of the Department of Works and University of Papua New Guinea. Mr Wemin is a Human Resource Management (HRM) Specialist and Management Consultant. He was employed as HR Specialist with Air Niugini and became the Group Executive Manager HR for the former PNG Banking Corporation (now BSP) and Finance Pacific Group of Companies. He has served as foundation CEO of the Institution of Engineers PNG. He is guest senior lecturer with UPNG School of Business’ Masters programs. He is also National Training Council accredited national trainer and conducts professional and executive development programs. He has also served as advisor on three AUSAID Development programs in PNG. He has provided professional services to Government, NGOS, Multinationals, International Aid Agencies and many prominent PNG based companies. 015 PETROMIN I ANNUAL REPORT_2012 PETROMIN BOARD OF DIRECTORS PETER POKAWIN RICHARD TENGDUI MURI BIN MUHAMMAD IAN GODDARD DIRECTOR Ian Goddard is a non-resident independent Director. Mr. Goddard is a Mining Engineer with a distinguished operational and executive management career. He has extensive knowledge and genuine interest in the development of Papua New Guinea. He was previously Managing Director and Chief Executive Officer of Highlands Gold Ltd for over 9 years, and was involved in the development of the Porgera gold mine. Director Goddard has led exploration and pre-feasibility studies for an array of gold and base metal projects including Frieda, Ramu and Kainantu. He was previously President of the PNG Chamber of Mines and Petroleum and the PNG Employers Federation as well as serving on various advisory boards to PNG educational institutions. He has held a number of board and executive positions in various organizations including Metallica Minerals, Morobe Consolidated Gold Fields and the Cooperative Research Centre for Vaccine Technology. He is an Honorary Fellow of the Institute of Mining and Metallurgy, a member of the Australasian Joint Ore Reserves Committee, a member of the Papua New Guinea Institute of Directors and a Fellow of the Australian Institute of Company Directors. DIRECTOR Muri bin Muhammad was born on 18 August, 1942 and is a non resident independent Director. Mr.Muri is from Malaysia and has many years of LNG experience at Board and managerial level. Mr.Muri holds a Master of Science in Biological Oceanography from Dalhousie University, Halifax, Canada. He joined Petronas in 1975 and after serving for 27 years in various capacities, retired from Petronas as Vice President, Gas Business in 2002. On his retirement, he was appointed Advisor, Gas Business until the end of March 2005. He has served in various other management positions including; Managing Director/ Chief Executive Officer of ASEAN Bintulu Fertilizer SdnBhd and Managing Director/ Chief Executive Officer of Malaysia LNG Sdn Bhd. He has also served on the Board of various other Petronas subsidiaries. In 2005, he was appointed by the Malaysian Government as Energy Commissioner for 4 years. He is currently a Director of a number of gas pipeline companies including; Australian Pipeline Trust, a publicly listed Australian gas pipeline company and Transportadora de Gas del Norte and Transportadora de Gas del Mercosur, both of Argentina. EXTERNAL MEMBER FINANCE, AUDIT & COMPLIANCE BOARD COMMITTEE DIRECTOR Mr. Tengdui is a resident independent Director. He is a senior Papua New Guinean registered public accountant, registered company auditor, registered liquidator and registered tax agent. Mr.Tengdui has a Bachelor of Accountancy degree from the PNG University of Technology and a Post Graduate Diploma in Accounting and Financial Management from the University of New England, in New South Wales, Australia. His career as an accountant began in 1981 when he joined Coopers and Lybrand where he was involved in audit accounting, liquidation and taxation matters. Later he became Financial Controller of Timber sales PNG Ltd in Rabaul. He is currently the Principal of Tengdui and Associates Certified Practicing Accountants which he started in 1990. An active member of the Certified Practicing Accountants of PNG, Mr Tengdui has been past president of the PNG Institute of Accountants (now CPA) Lae Branch, and Mt Hagen Branch. He is a Member of the Accountants Registration Board of Papua New Guinea. Mr.Tengdui has carried out several successful audits of State owned institutions including the Coffee Industry Corporation, the PNG Forest Authority, the Cocoa Board of PNG and the PNG Medical Research Institute. In the resource industry in Papua New Guinea, Mr.Tengdui has experience with Hides Gas Landowner and Ok Tedi Landowner companies. JOSHUA KALINOE CSM, CBE EXECUTIVE DIRECTOR Mr. Kalinoe was appointed Executive Director of Petromin in 2007, and holds a Masters Degree in Business Administration from Bond University, Queensland. He also holds a Bachelor of Economics Degree as well as a Diploma in Journalism both from the University of Paua New Guinea. Mr. Kalinoe was previously a Director of a number of Boards in both public and private sectors including; Ramu Sugar Limited, Hargy Oil Palm Limited, Bank of Papua New Guinea, the Investment Promotion Authority of Papua New Guinea, and Air Niugini. Mr. Kalinoe resigned as CEO and Managing Director of Petromin in the first quarter of 2013 and ceases to be an Executive Director. Mr. Pokawin is an external member of the Finance, Audit and Compliance committee. He was nominated by the Certified Practicing Accountants of PNG to serve on the committee. Mr. Pokawin graduated with a Bachelor of Technology degree majoring in Accountancy from the PNG University of Technology in 1979. In 1986 he obtained a Bachelor of Business degree from the University of Southern Queensland in Toowoomba, Australia. He is a senior registered accountant with membership of both CPA PNG and CPA Australia. He served as the National President of CPA PNG for five years until 2010. Prior to becoming a member of the Finance, Audit and Compliance committee he had previously served as an individual Trust Manager of Petromin PNG Holdings Limited. He has also served as a board member of the Bank of Papua New Guinea during his term as President of CPA PNG, and is currently the Chairman of Life Insurance Corporation and Deputy Chairman of Water PNG Limited. WAYNE KASOU, LLB COMPANY SECRETARY/ MANAGER GOVERNANCE AND BOARD AFFAIRS Wayne Kasou commenced as Company Secretary and Manager Governance and Board Affairs on September 1, 2012 after serving for a short period as Manager- Special Projects. He holds a Bachelor of Laws Degree from the University of PNG having graduated in 1999 and is currently completing a Masters Degree in Public Administration from the Divine Word University. Mr. Kasou commenced his professional career with reputable commercial law firm Posman Kua Aisi in 2001. In July 2009 he joined the National Roads Authority as the Board Secretary for three years before joining Petromin in August 2012. Apart from providing the secretariat to all subsidiary companies of Petromin, he also ensures strict compliance on all board and corporate governance matters. Mr. Kasou is a registered professional member of the PNG Institute of Directors and a board member of the Korobosea International School. He is a registered member of the PNG Law Society. 017 PETROMIN I ANNUAL REPORT_2012 2012 BOARD MEETINGS PETROMIN BOARD SIR BROWN BAI, KBE, CBE, CSM (CHAIRMAN) SUMASY SINGIN, OBE JERRY WEMIN MURI BIN MUHAMMAD IAN GODDARD WILLIAM SEARSON, CBE RICHARD TENGDUI JOSHUA KALINOE, CSM, CBE No of meeting(s) attended SIR PETER BARTER (RESIGNED) ON 2 JULY 2012 No of meetings entitled to attend 1 2 3 4 FINANCE, AUDIT & COMPLIANCE COMMITTEE RICHARD TENGDUI [COMMITTEE CHAIRMAN] JERRY WEMIN SUMASY SINGIN , OBE No of meeting(s) attended PETER POKAWIN No of meetings entitled to attend 1 2 3 4 HUMAN RESOURCE & ADMINISTRATION COMMITTEE JERRY WEMIN [COMMITTEE CHAIRMAN] WILLIAM SEARSON, CBE SUMASY SINGIN, CBE No of meeting(s) attended JOSHUA KALINOE, CSM, CBE No of meetings entitled to attend 1 2 3 4 PETROMIN PROVIDES INFORMATION ON BOARD & BOARD COMMITTEE ACTIVITY TO ENSURE THE MANAGEMENT AND DIRECTION OF THE COMPANY REMAIN TRANSPARENT TO ITS SHAREHOLDERS. 019 PETROMIN I ANNUAL REPORT_2012 PETROMIN MANAGMENT JOSHUA R. KALINOE, CSM, CBE MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER Joshua R. Kalinoe was initially appointed Managing Director and CEO of Petromin in April 2007, and based on performance; his contract was renewed in 2010. Until his appointment Mr Kalinoe was a senior public servant holding the position of Chief Secretary to Government and Secretary, Department of Prime Minister and National Executive Council. He has valuable managerial experience from both the public and private sectors and previously held senior managerial line positions including General Manager, Corporate and Government Affairs, PNG Halla Cement Limited, Managing Director, Investment Promotion Authority of PNG, Secretary, Department of Commerce & Industry, and Company Secretary, Stettin Bay Lumber Company Limited. 2012 ARUNAVA BASU, BCOM, F.C.A CHIEF FINANCIAL OFFICER Arunava Basu has a Bachelor Degree in Commerce from the University of Calcutta, India. He is a chartered accountant and a Fellow Member of the Institute of Chartered Accountants of India and an Associate Member of the Certified Public Accountants of Papua New Guinea. Mr Basu has over 19 years experience and in-depth knowledge of the mining and petroleum industry operations in PNG. He has specific experience in project financing and taxation matters in the industry. Prior to joining Petromin he was formerly the General Manger Corporate Services for Mineral Resources Development Company Limited and prior to that he was the Financial Controller of Orogen Minerals Limited from its inception until it was merged with Oil Search Limited in 2002. He was actively involved in financing Orogen’s acquisition of BHP’s interest in various PNG oil projects and co-ordinated Orogen’s acquisition of five percent interest in the Porgera Joint Venture in 1999. SAM INGUBA, QPM, DPS, CBE GENERAL MANAGER, CORPORATE SERVICES Sam Inguba was previously the Manager for Government Relations and Public Affairs. After the Board approved the organizational restructure in September, Mr. Inguba was appointed General Manager, Corporate Services. Mr. Inguba has had a distinguished career with the Royal PNG Constabulary and in 2002 was appointed Commissioner of Police and Secretary of Department of Police. He served in both of these positions for four years. He brings to Petromin an extensive network of contacts in all levels of Government and society in general. One of Mr.Inguba’s achievements is his involvement in the coordinating of the construction of the newly built PetrominHaus Building in 2010. BERNARD PAWIH, BSC, MSC DEPUTY GENERAL MANAGER, PETROLEUM Bernard Pawih has a Master of Science, Geology, from the University of Sydney and a Bachelor of Science, Geology from UPNG. He has 26 years experience as a geologist and in-depth knowledge of the PNG petroleum sector. Mr Pawih was a senior member of the State Technical Team overseeing the PNG Gas Pipeline Project. He is an active member of the American Association of Petroleum Geologists (AAPG) and a member of the PNG Section of the Society of Petroleum Engineers (SPE). He was the acting Secretary of the Department of Petroleum and Energy. He previously served the department as both a Deputy Secretary and Director, Petroleum Division. DR. BRUCE J MCCONAGHY GENERAL MANAGER, NEW VENTURES & BUSINESS DEVELOPMENT Dr. McConaghy has a wealth of experience in the investment banking, mining and energy sectors. He has been an advisor to international governments and state bodies as well as multinational companies on a diverse range of business investments relating to financing, infrastructure development, risk management, strategic planning, mining and energy projects as well as regional economic development. Dr. McConaghy has held Board positions with a number of investment banks in Australia, the US and Europe and international energy trading companies and was head of energy policy for the Queensland Government. Prior to joining Petromin, Dr. McConaghy owned a global resources and strategic energy advisory company based in Houston, Texas. Corporate clients included governments in the Middle East, Europe, North America, Australia and Africa associated with diverse projects including uranium, copper, nickel and gold mining, undersea gas pipelines, strategic gas hubs, oil and gas field development, power station development and financing, energy trading and financial engineering (derivates design). He is a Member of the American Bankers’ Association, the Economic Society and a Director of Petromin’s subsidiary companies. Dr. Bruce McConaghy has a PhD in Economics. He has also undergone further Post Graduate Studies in Applied Mathematics, Quantum Mechanics and Corporate Management. 021 PETROMIN I ANNUAL REPORT_2012 PETROMIN MANAGMENT KARO LELAI, LLB, MBA MANAGER – SPECIAL PROJECTS /ACTING EXECUTIVE OFFICER TO MD & CEO Karo Lelai graduated from the University of PNG with a Bachelor of Law in 1997. She received a certificate of training from the Legal Training Institute in 1998. Mrs Lelai has nine years of commercial law experience with reputable commercial law firm Posman Kua Aisi Lawyers, prior to joining Petromin in early 2008 and is a graduate member of the Australian Institute of Company Directors. She completed a Masters in Business Administration at the University of PNG in 2012. Mrs. Lelai is also Deputy Chairman of the PNG Athletes Commission and is a Board member of the PNG Sports Federation and Olympic Committee. She is a registered member of the PNG Law Society. Mrs Lelai is a registered professional member of the PNG Institute of Directors. ROGER AVINAGA, BA (HONS), MSC JACK SARI, BSC, MSC CHIEF GEOLOGIST AND MANAGER, PETROLEUM EXPLORATION MANAGER, BUSINESS DEVELOPMENT Roger Avinaga holds a Master of Petroleum Finance and Taxation from Dundee University, UK. He graduated from UPNG with a Bachelor of Arts (Hons) in International Relations. He has 16 years of commercial experience in; finance, economics, fiscal, taxation and policy relating to the petroleum and mineral sectors. He is skilled in economic modelling, financial and cash flow analysis, petroleum cost reporting, drafting policies and business plans/ strategies. He is also knowledgeable on; gas project and international gas business, petroleum finance and accounting principles, petroleum financial management, international petroleum marketing and petroleum policy management. He has spent over a decade working with the Department of Petroleum and Energy until joining Petromin in 2008 was the Assistant Director for Petroleum Policy and Senior Petroleum Economist. MELVIN YALAPAN, LLB, LLM MANAGER, LEGAL AND CONTRACTS Melvin Yalapan has a Master of Law from the University of Melbourne, specialising in natural resources law and financial transactions law and holds a Bachelor of Law from UPNG. He has a significant wealth of knowledge and experience in PNG oil, gas and mining sectors, practicing as a lawyer both in upstream and financing of PNG resource projects. He has practiced as a commercial lawyer for over 20 years. Jack Sari has a Masters of Applied Science majoring in Geology from the Queensland University of Technology and a preliminary Masters in Geology from the University of Sydney. He holds a Bachelor of Science degree majoring in Geology form UPNG. Mr Sari has over 30 years experience as a Petroleum geologist in PNG. From 2004 to 2008 he was the General Manager and Chief Geologist of Cheetah Oil and Gas Ltd. Before joining Petromin he occupied senior managerial and technical positions with resource companies including; Technical Manager for Oil Search Ltd, Manager Assets for Orogen Minerals Ltd, Senior Geologist with Oil Search Ltd and Senior Petroleum Geologist for the Department of Mining and Petroleum. WILFRED LUS, BSC (HONS), PHD CHIEF GEOLOGIST & MANAGER MINERAL EXPLORATION Wilfred Lus holds a BSc (Hons, First Class) in Geology from University of Papua New Guinea (UPNG); a PhD in Geology and Experimental Petrology from the Australian National University. He was a lecturer in Geology at UPNG from 20002005 and has published in a number of internationally refereed geological journals. He has over 18 years as a field geologist in the mineral industry in PNG and abroad with CRA Explorations, Solomon Gold, Australian Resource Management and Magma Mines. His experience also included marine geology work in Manus Basin and offshore Aitape where he completed a number of manned submersible dives with Japan Marine Science and Technology Centre (JAMSTEC). Prior to his appointment with Petromin in 2009, he was project manager and senior geologist with Barrick Gold. Dr. Lus is a full member of Australasian Institute of Mining and Metallurgy (AusIMM). BABANI MARAGA MANAGER GOVERNMENT AND PUBLIC AFFAIRS Babani Maraga joined Petromin in July 2008 as Senior Community Affairs Coordinator. He has a Post-graduate Diploma in Communications Practice from Queensland University of Technology. He completed other work-related training programs in his previous employment as a public servant, diplomat, public relations officer and journalist. Mr Maraga is a former Acting Deputy Secretary (Operations) of the Department of Foreign Affairs & Immigration. He served as PNG High Commissioner to Fiji from 1994-2003, with concurrent accreditation as High Commissioner to Kiribati, Nauru and Tuvalu. He has represented PNG in many bilateral, regional and multilateral meetings as either leader or member of official delegations. He also voluntarily serves on committees and boards of community and educational organizations in Port Moresby. 023 PETROMIN I ANNUAL REPORT_2012 PETROMIN MANAGMENT WAYNE KASOU, LLB COMPANY SECRETARY / MANAGER GOVERNANCE AND BOARD AFFAIRS LYNDAH BROWN-KOLA MANAGER MINERAL PROJECTS Lyndah has a bachelor of Mining Engineering from the Papua New Guinea University of Technology. She has over 14 years experience in the mining industry, with a proven track record in managing multiple projects with various stakeholders, as well as operational, design and construction experiences. Prior to being appointed as Manager-mineral projects for Petromin PNG Holdings Limited, she worked with the Mineral Resource Authority (MRA) as Manager for the Technical Assessment Branch. Her responsibilities at the time include, planning and coordinating the operational activities of the branch to achieve the defined objectives defined in the Annual Regulatory Division’s work plans required by the Authority. Moreover, Lyndah’s experience also comprises having being employed by Lihir Gold Limited for the last 9 years as Plant Metallurgist and within the period progressed to the position of senior projects metallurgist. PALLI S RAO, M.TECH MANAGER, LNG Palli Rao holds Masters of Chemical Engineering from the Institute IIT Madras-India. He has over twenty two years of experience in the oil and gas sector handling multibillion dollar projects. His previous roles included Refinery Manager and Project Engineering Manager for Indian Oil. He has also worked in Nigeria as Engineering Manager for a natural gas project operated by Shell. He has held senior management roles in the oil and gas sector including engineering manager, project manager, refinery manager for multi billion dollars oil and gas projects. He has experience in upstream, downstream and midstream project, engineering management, operation and construction and international standard. Mr Rao was appointed PNG Manager in 2011. Wayne Kasou commenced as Company Secretary and Manager Governance and Board Affairs on September 1, 2012 after serving for a short period as ManagerSpecial Projects. He holds a Bachelor of Laws Degree from the University of PNG having graduated in 1999 and is currently completing a Masters Degree in Public Administration from the Divine Word University. Mr.Kasou commenced his professional career with reputable commercial law firm PosmanKuaAisi in 2001. In July 2009 he joined the National Roads Authority as the Board Secretary for three years before joining Petromin in August 2012. Apart from providing the secretariat to all subsidiary companies of Petromin, he also ensures strict compliance on all board and corporate governance matters. Mr. Kasou is a registered professional member of the PNG Institute of Directors and a board member of the Korobosea International School. He is a registered member of the PNG Law Society. PETROMIN MANAGMENT WAS STRENGTHENED IN 2012 WITH THE ADDITION OF TWO NEW MANAGERS. 025 PETROMIN I ANNUAL REPORT_2012 PETROMIN MANAGMENT DANIEL PATRICK KATAKUMB, BBM, DLA TOM GESA, BBM (PS) MANAGER, HUMAN RESOURCE & ADMINISTRATION SAKI IPATA BCACPNGUT MBAUPNG ACPAPNG FINANCIAL CONTROLLER Saki Ipata has a Bachelor of Commerce in Accountancy from the PNG University of Technology and MBA from the University of Papua New Guinea. He is an Associate Member of PNG Institute of Accountants (CPA) and is a registered Tax Agent of the Internal Revenue Commission. A registered accountant, he has over seventeen years work experience with Accounting/Finance, Audits and Taxation. He was previously Financial Controller of the Coffee Industry Corporation (2005 – 2008). Prior to this he held number of senior management positions with the Coffee Industry Corporation Limited (1998 – 2005), and from 1994 to 1997 he was with Price Water house Coopers as the Accountant with Business Advisory Services Division. Tom Gesa is an educationist by profession after graduating from the former UPNG Goroka Campus in 1981. He also holds a Bachelor Degree in Business Management from the University of Papua New Guinea. An education administrator cum Human Resource practitioner, he has significant wealth of knowledge and experience in the PNG education system, particularly in aspects of successful secondary school management. Mr Gesa has valuable experience in Public Service Management, having served as Director of Education Services and Deputy City Manager, Community and Social Services with the National Capital District Commission. He is a Council member of the Papua New Guinea Human Resource Institute. Prior to being appointed Manager Human Resources and Administration, he was the Senior Human Resource Officer with Petromin PNG Holdings Limited. MANAGER, PROPERTIES & SECURITY Daniel Patrick Katakumb has a Bachelor of Business & Management (Policy) and Diploma in Land Administration from the University of Papua New Guinea. He has 36 years’ experience as a Land Administrator and in-depth knowledge of the Papua New Guinea Land Administration Process and Procedures. Mr Katakumb was a senior member of the State Technical Team overseeing the PNG Non-Renewal, Renewable and Infrastructure Projects. He was also a Team Leader of State Technical Team carrying out awareness on Voluntary Customary Land Registration Act. He is an active Member of the Papua New Guinea Institute of Valuers and Land Administrators and a Councillor/ Committee Member of the Institute. Mr Katakumb was the Acting Deputy Secretary, Operations; Department of Lands and Physical Planning (2000-2001). Before joining Petromin in 2010 he served as Director for Land Administration Division. 027 PETROMIN I ANNUAL REPORT_2012 CORPORATE STRATEGY Our Corporate Strategy forms the basis of the development of the Business Plan and the respective Business Unit Action Plans. Petromin’s Vision and Mission statements are all in line with our legislative mandate and our Corporate Strategy promotes our purpose. In 2008 the Board established the ‘Petromin Corporate Strategy’ to guide the development of business policies and plans over the next five to ten years. The decision to adopt this Corporate Strategy was based on a detailed functional analysis that identified six key components. STATEMENT OF PURPOSE, This comprises our Vision, Mission, and Corporate Objectives, and compels the Board and the Executive Management Team to achieve the shareholders’ noble aspirations. STRATEGIC DRIVE The Strategic Drive identifies Petromin’s competitive direction through the application of Critical Success Factors. These factors recognize the complex nature of the business and the difficult and competitive environment in which it operates. CORE BUSINESS FUNCTIONAL AREAS Our Core Business Functional Areas consist of the Petroleum, Mining and New Ventures and Business Development divisions. These business units focus on delivering the six functions core functions of the Company and ensuring Petromin’s corporate strategy is in line with its mandate. RESOURCE ALLOCATION & SUPPORT FUNCTIONAL AREAS These areas of the Company comprise Corporate Services and Financial Operations, Corporate Governance and Stakeholder Relations. These business units ensure the Core Business divisions deliver by providing business strategies, policies, systems and administrative support. IMPLEMENTATION STRATEGIES These strategies are budget driven and provide the overarching priorities in terms of policies, resources and detailed business plans. Performance Indicators and Lead Business Units are identified. MONITORING AND REVIEW STRATEGIES These strategies assess performance and undertake “SWOT” analysis from time to time to ascertain the need for change. The Critical Success Factors and Corporate Values will be applied to ensure maintenance of Petromins competitive edge, good asset growth and timely delivery of profitable returns to the shareholders, namely the people of Papua New Guinea and our business partners. PETROMIN’S VISION AND MISSION STATEMENTS ARE ALL IN LINE WITH OUR LEGISLATIVE MANDATE AND OUR CORPORATE STRATEGY PROMOTES OUR PURPOSE. 029 PETROMIN I ANNUAL REPORT_2012 GROUP PHOTO- NAMES / FROM RIGHT TO LEFT - BACK ROW 1. Mr. Andrew Waio (Security Officer) 2. Mr. Jack Denmark (Security Officer) 3. Mr. David Bepi (Security Officer) 4. Mr. Nathan Buka (Security Officer) 5. Mr. Timothy Magufi (Security Officer) 6. Mr. Mark Kalimbo (Security Officer) 7. Mr. Andaya Agiru (Security Officer) 8. Mr. Gershom Isaac (Security Officer) 9. Mr. Peter Smith Ipapuni (Accounts Payable Officer) 10. Mr. Chris Wamugl (Exploration Geologist –Minerals) 11. Dr. Wilfred Lus (Manager – Minerals Explorations) 12. Mr. Smith Aliva (Security Officer) 13. Mr. Darren Ninkama (Legal Officer) 14. Mr. Daniel Katakumb (Manager – Properties & Security) 15. Mr. Balthazar Wally (Protocol Officer) 16. Mr. Isaac Kororo (Security Officer) 17. Mr. Rohan Bola (Program Officer – GIS) 18. Mr. Jack Sari (Manager –Petroleum Exploration) 19. Mr. Patrick Talu (Public Relation Officer) 20. Mr. Wayne Kasou (Company Secretary) 21. Mr. Charlie Paul (Handyman) 22. Mr. Dominic Sebong (Senior Business Analyst) 23. Mr. George Karingal (Graduate Trainee – NVBD) 24. Mr. James Eto Singo (Security Officer) 25. Mr. Tom Gesa (Manager – HR & Admin) 26. Mr. Moses Kami (Handyman) 27. Mr. Philip Hehonah (Graduate Trainee –Legal) 28. Mr. Aisi Hubert (Admin Driver) 29. Mr. Adrian Dentana (Graduate Trainee – Geologist-Minerals) 30. Mr. Danny Taa (Security Officer) 31. Mr. Michael Benny (Security Officer) 32. Mr. Japheth Kumo (Senior Petroleum Engineer) 33. Mr. Sam Inguba (General Manager –Corporate Services) 34. Mr. Ken Vei (Graduate Trainee – Petroleum) 35. Mr. Mathew Wrakuafie (Security Officer) 36. Mr. Igua Toua (MD’s Driver) 37. Mr. Robin Slim (Security Officer) FROM RIGHT TO LEFT - FRONT ROW 1. Mr. Lyndsay Abal (Graduate Trainee- Accounts) 2. Mr. Collin Wasi (Security Officer) 3. Mr. Sihl Ure (Senior Marketing Officer) 4. Mr. Jimmy Miroi (Senior Community Affairs Officer) 5. Mr. Junior Koipi (Graduate Trainee –Mining Engineer) 6. Mr. Vitus Jamba (Logistics Officer - Minerals) 7. Mr. Andy Yoro (Gardener) 8. Mr. John Mosoro (Senior Environmental Officer) 9. Mr. Saki Ipata (Financial Controller) 10. Mr. Roy Sangi (Senior IT Systems & Development Officer) 11. Mr. Sailas Tipayamb (Graduate Trainee – Environment) 12. Mr. Bernard Pawih (DGM - Petroleum) 13. Mrs. Karo Lelai (EO-MD & Special Project Manager) 14. Ms. Darlene Savoa (Receptionist) 15. Mrs. Dago Ragen (Payroll Officer) 16. Mrs. Margret Guina (Senior Admin Officer) 17. Ms. Lyndah Kola Brown (DGM - Minerals) 18. Ms. Cecilia Teliwa (Personal Assistant to MD) 19. Mrs. Heggar Amos (Executive Secretary -Board) 20. Ms. Mathilda Namorong (Graduate Trainee -Legal) 21. Ms. Rita Ani (Janitor) 22. Ms. Slady Surute (Board Affairs Officer) 23. Ms. Jenifer Bernard (Security Officer) 24. Mrs. Albertina Jones (Executive Assistant –DGM –Minerals) 25. Ms. Miriam Tipanda (Receptionist) 26. Ms. Pauline Arazi (Assistant to Manager –HR & Admin) 27. Mrs. Elmi Taman (Executive Assistant – DGM -Petroleum) 28. Mrs. Marissa Peni (Accounts Payables Officer) 29. Ms. Ware Wala (Executive Assistant -CFO) 30. Mr. Stanley Sungi (Graduate Trainee -Accountant) 31. Mr. Raphael Apa (Exploration Geologist -Minerals) 32. Mr. Roger Avinaga (DGM - NVBD) 33. Mr. Michael Konnie (Logistics & Admin Officer – Minerals ) 34. Mr. John Willie (Graduate Trainee –Mining Engineer) 35. Mr. Ryan Yerro (Senior Properties Officer) 36. Mr. Andrew Wavi (Security Officer) 37. Mr. Melvin Yalapan (Manager – Legal & Contracts) 031 PETROMIN I ANNUAL REPORT_2012 CORPORATE GOVERNANCE PETROMIN’S MANDATE ALLOWS IT TO PARTICIPATE IN THE ENTIRE VALUE CHAIN IN THE MINING AND PETROLEUM INDUSTRIES FROM EXPLORATION AND EVALUATION TO DEVELOPMENT. THE PETROMIN BOARD Petromin’s mandate allows it to participate in the entire value chain in the mining and petroleum industries from exploration and evaluation to development. FINANCE AUDIT AND COMPLIANCE COMMITTEE OF THE BOARD The Board has also established the Finance Audit & Compliance Committee as a standing Committee. The Finance Audit & Compliance Committee is primarily responsible for – • considering and recommending to the full Board whether or not to approve draft audited financial statements; • approval of the Business Plan and any amendments thereto; • considering and recommending to the full Board whether or not to approve annual budget or any variations; • amending the Constitution; • overseeing implementation of the Investment Guidelines, Contracts and Tender Policy and the Risk Management Policy; and • conducting or investing in any mining or petroleum • other duties as delegated by the Board. Section 4(4), in particular, sets out Petromin’s principal objective which is “to hold and develop mining and petroleum tenements in [PNG] either alone or with others…”. To this end, Petromin may be appointed as State Nominee to acquire and hold interests in mining and petroleum projects in PNG on behalf of the State or Petromin may commercially acquire such interests on its own accord. Schedule 1 of the Petromin Constitution specifies matters that require shareholder resolution, in addition to the requirements of the Companies Act and the substantive provisions of the Constitution. These include – exploration or development activities in any tenements within or outside of PNG; and • reducing or increasing share capital of the Company. Petromin was purposely intended to operate independently of the State (as regulator and legislator) but for the benefit of the State (as Beneficial Shareholder). Its unique corporate structure was put in place purposely to ensure stability at the Board and top Management level, to facilitate achievement of its National mandate as set out in section 4(2) of the Petromin Act. The Petromin Constitution contains other provisions regulating conduct of and quorum for shareholder and Board meetings, appointment and removal of secretary, duties of Directors, appointment and removal of Managing Director, appointment and removal of Chairman, shareholding, audit requirements and so on. Section 4(2) of the Petromin Act states the Company’s mandate “to operate as a commercial enterprise at least as efficiently as a comparable business in Papua New Guinea and to maximize the value of the shareholder’s investment in the Company.” Petromin was established for purposes of implementing the Petromin PNG Holdings Limited Authorization Act 2007 (Petromin Act). Petromin is indirectly, but wholly owned, by the Independent State of Papua New Guinea (State) through a unique shareholding structure established under the Petromin Trust Deed dated 6 June 2007. All candidates for directorship are further required to satisfy the stringent requirements of the Fit & Proper Guidelines for Appointment of Directors which is applied by the Trustee Shareholder prior to approving appointments or re-appointments, as the case may be. In addition to the Companies Act and the Petromin Constitution, the Guidelines also set out additional grounds for removal of Directors, which grounds include breach of the Guidelines subsequent to appointment. Petromin PNG Holdings Limited (Petromin) was incorporated under the Companies Act 1997 on 29 March 2007. MANDATE Section 109 of the Companies Act vests management of the Company in its Board of Directors. The composition of the Board is governed by the provisions of the Petromin Constitution, which requires the majority of Directors to “be PNG citizens who are independent of the State and are relevantly qualified and experienced”. The Petromin Constitution also specifies prerequisites for all Petromin Directors, including the requirement to be “widely considered to be of good character and repute and of high business integrity in the PNG community and must satisfy minimum requirements as to tertiary level education and relevant work experience”. OTHER BOARD COMMITTEES Ad hoc committees are established as and when required for special purposes and then disbanded. 033 PETROMIN I ANNUAL REPORT_2012 The Trust Deed also specifies that the person appointed as the Petromin Company Secretary is also the Secretary to the Trust. Hence, all records of the Trust are maintained, on a confidential basis, in the office of the Petromin Company Secretary. PETROMIN MANAGEMENT Below the Managing Director, are two tiers of Management, the General Managers and the line Managers. Together, they implement Board policies, decisions and directions. SUBSIDIARIES Schedule 4 of the Petromin Constitution specifies a form of constitution for all wholly owned subsidiaries, which mirrors the provisions of the Petromin Constitution, to ensure control rests in the hands of the Petromin Board. For example, the prescribed form of constitution for subsidiaries also has the same list of matters that require shareholder approval from Petromin. Such approval is required to be given in the form of a Holding Company Notice signed by two Petromin Directors or one Director and the Company Secretary. The Petromin Board has approved a policy for the management of all wholly owned subsidiaries to be comprised of senior members of Petromin Management. This ensures control and consistency at this critical infancy stage of each subsidiary. SHAREHOLDING STRUCTURE On 6 June 2007, the Petromin Trust was launched. Under the Petromin Trust, the Prime Minister is the legal owner of the one issued share in Petromin (Trustee Shareholder), being the only share on issue, holding that share on trust for the benefit of the State as Beneficial Shareholder. The Trustee Shareholder has all the usual powers of a shareholder. However, the Trustee Shareholder cannot exercise his shareholder powers independently of the Manager of the Petromin Trust. All exercise of shareholder powers must be done in accordance with a unanimous resolution of the Manager of the Petromin Trust. In the event that one Individual Trust Manager does not agree on a resolution, the casting vote will be decided by the Trustee Shareholder. The Petromin Trust has its own funds and bank accounts, which are maintained separately from those of the Company and its subsidiaries. The Trust’s operations are managed solely by the Manager of the Petromin Trust. The Trust Deed requires the Trust to conduct an annual audit of its accounts by a reputable audit firm, which it has complied with to date. The Trust pays for its own audits and annual reports are provided to the Trustee Shareholder on the Trust’s operations which include audited financial reports. The Trustee Shareholder, through the Trust Manager as duly appointed proxy, on the unanimous recommendation of the Board and the Manager of the Petromin Trust; • Accepted the 2011 audited financial statements of the Company; • Approved the appointment of Deloitte Touche Tohmatsu as the Petromin Group’s auditors for 2012. Following the Annual General Meeting an official announcement was made to invited guests, including Ministers, Governors, Members of Parliament, representatives from the public and private sectors, in relation to the company’s performance during the past financial year. All the required accounting policies and procedures are in place for Petromin and each of its operating subsidiaries. Petromin is in full compliance with the requirements of the Companies Act and has been up to date with statutory reporting requirements under that Act since incorporation on 29 March 2007. Petromin’s accounts are maintained and audited in accordance with international accounting standards. The 2011 Annual General Meeting was held on Friday June 15, 2012. The Board, the Manager of the Petromin Trust in its own right and as the duly appointed proxy of the Trustee Shareholder, were all in attendance. ACCOUNTING POLICIES AND PROCEDURES 2011 ANNUAL GENERAL MEETING Under the Trust Deed, the Petromin Trust Manager is comprised of three Individual Trust Managers being 1. the President of the PNG Law Society or his nominee. The former President and/or the Minister for Justice and Attorney General, Kerenga Kua, nominated Mr. Robert Bradshaw, a senior and well-respected legal practitioner in PNG; 2. the President of Certified Practicing Accountants (PNG) or his nominee. Mr. Douglas Anayabere was appointed as nominee of the then President, Mr. Peter Pokawin prior to Mr. Pokawin’s term as President ending in late 2010. Under the Trust Deed, the appointment of a nominee continues regardless of the appointer ceasing as President; and 3. the State Solicitor of PNG, Mr. Daniel Rolpagarea currently holds the position of Individual Trust Manager in his capacity as State Solicitor. 035 PETROMIN I ANNUAL REPORT_2012 PETROMIN GROUP OF COMPANIES Petromin PNG Holdings Limited is an Independent company created by the State of Papua New Guinea to hold the State’s assets. Its prime purposes are to maximise indigenous ownership and revenue gains in the mineral and petroleum sectors. It is empowered as the vehicle to better leverage the State’s equity holdings and encourage more production and downstream processing of oil, gas and minerals in PNG through proactive investment strategies either wholly or in partnership with other investors. Petromin has six wholly owned operating subsidiaries as at 31st December 2012. EDAPETROMIN OIL LIMITED OWNERSHIP: Wholly owned subsidiary Moran Petroleum Project. PNG HOLDINGS LIMITED PNG HOLDINGS LIMITED PNG’s National Oil, Gas and Minerals Company PETROMIN TOLUKUMA GOLD MINES LIMITED PNG HOLDINGS LIMITED PNG’s National Oil, Gas and Minerals Company OWNERSHIP: Wholly owned subsidiary. Tolukuma Gold Mine. PNG’s National Oil, Gas and Minerals Company PETROMIN KUMUL LNG LIMITED PNG HOLDINGS LIMITED PNG’s National Oil, Gas and Minerals Company EDA PETROMIN LNG LIMITED OWNERSHIP: Wholly owned subsidiary. Elk/Antelope LNG Project. PETROMIN EDA MINERALS LIMITED PNG HOLDINGS LIMITED OWNERSHIP: Wholly owned subsidiary. Mineral Exploration. PNG’s National Oil, Gas and Minerals Company OWNERSHIP: Wholly owned subsidiary. PNG LNG Project. PETROMIN EDA ENERGY LIMITED PNG HOLDINGS LIMITED PNG’s National Oil, Gas and Minerals Company OWNERSHIP: Wholly owned subsidiary. Petroleum Exploration. 037 PETROMIN I ANNUAL REPORT_2012 MAJOR ACTIVITIES EXPLORATION ACTIVITIES 1. MORAN OIL PROJECT 11.3% The Moran Oil Field is located in the Southern Highlands of Papua New Guinea. Oil Search Limited is the Operator of the Greater Moran Unitized Field with other joint venture partners from PDL-2, PDL-5 and PDL-6. Petromin through Eda Oil, a 100 % wholly owned subsidiary, has an interest of 20.5 % in PDL 5 which equates to 11.275 % in the Greater Moran Unit. Oil production performance in 2012 was moderate with an actual production rate of over 10,000 barrels of oil per day (bopd), which is slightly below forecast. The lower production was due to tank top curtailment at the oil storage facilities as the result of a suspected leakage at the Kumul Marine Terminal, and for a shut-in of production facilities for the PNG LNG project tie-in civil works. Natural decline in production, high gas-oil-ratio, and wells shut-in for remedial work-over and maintenance on production facilities also contributed to the decrease. The Operator continued to maintain an effective reservoir management practice to ensure production was up with forecast. A number of development wells have been matured to maximise oil production from the Moran field. One development well (Moran 13ST1) was drilled during the 2012 fourth quarter, and initial results are very encouraging. Further wells are planned for 2013. PNG LNG TOTAL PROJECT PROGRESS 26.8% Oil Search 49.5 % CUMULATIVE Exxon Mobil 26.8 % 100% Eda Oil 11.3 % Nippon Oil 8.3 % MRDC 4.1 % 49.5% 75% 50% PLAN 4.1% ACTUAL 25% 8.3% Greater Moran Unit Joint Venture Partners Equity (PDL 2, 5, 6) REVISED TARGET: 78% ACTUAL: 77% 0 JAN ‘10 APR ‘10 JUL ‘10 OCT ‘10 2. PNG LNG PROJECT: 2012 KUMUL LNG – ACTIVITIES SUMMARY The execution of the PNG LNG project is currently into its third year from commencement in March 2010. The construction is planned to take four years before first cargo. Six major Engineering, Procurement and Construction (EPC) contracts have since been executed for the Project. In advance of these major contracts, early works contracts were also awarded in 2009 for infrastructure in the Gulf, Southern Highlands and Central Provinces. These include; civil works at Hides and Kutubu, upgrade and construction of roads and bridges, training and camp facilities. According to the Operators December 2012 monthly progress report, overall progress is 77 % complete against a target of 78 %. EPC2-OFFSHORE PIPELINE This construction project has achieved 100 % Mechanical completion.. EPC3 -LNG PLANT This construction project is progressing well, as is ahead of schedule by 5 %. EPC4-HIDES GAS CONDITIONING PLANT (HGCP) All foundation work is completed and piping work is in progress. EPC5 A-ONSHORE PIPELINE The 34 inch main pipeline welding is approximately 58 % complete and the 8 inch condensate line welding is in progress. EPC5B-KOMO AIRFIELD The Airfield is 80 % complete as of December 2012, and the Operator anticipates commencement of operation in the first quarter 2013. OIL SEARCH LIMITED (OSL): ASSOCIATED GAS RELATED PROJECT / KUTUBU PIPELINE SYSTEM LIFE EXTENSION Life Extension Approximately 90 % of civil works to extend the life of the Kutubu Central Processing Facility and the Kutubu Pipeline System to cater for the PNG LNG Project was completed as of December 2012. JAN ‘11 APR ‘11 JUL ‘11 OCT ‘11 JAN ‘12 APR ‘12 JUL ‘12 OCT ‘12 JAN ‘13 APR ‘13 JUL ‘13 OCT ‘13 JAN ‘14 APR ‘14 ACTIVITIES CONTRACTOR TARGET ACTUAL C1: Early works infrastructure Clough Curtain Brothers (CCJV) 100 % 99 % EPC2: Offshore pipeline Saipem 100 % 100 % EPC4: Upstream facilities CBI Clough JV 53 % 52 % EPC5A: Onshore pipeline Spiecapag 58 % 58 % EPC5B: Komo Airfield McConnel Dowel & Consolidated Contractors (MCCJV) 100 % 80 % EPC3: LNG Plant Chiyoda & Japan Gas Corporation 74 % 79 % 100 % 89 % 78.0 % 77.0 % OSL: (AGRP/KPSLE) TOTAL PROGRESS PNG LNG Project Cumulative Progress Summary as at end December 2012 Source: PNG LNG Quarterly Environment and Social Report [Fourth Quarter 2012] JUL ‘14 039 PETROMIN I ANNUAL REPORT_2012 33.2% 29% Esso Highlands Ltd (33.2 %) Oil Search (29 %) IPBC (16.6 %) PNG LNG LOADING JETTY (IMAGE COURTESY OF ESSO HIGHLANDS LIMITED) Santos (13.53 %) Nippon Oil (4.67 %) MRDC (2.8 %) Eda Oil (0.2 %) 16.6% 0.2% 2.8% 4.7% 13.5% PNG LNG Joint Venture Equity Partners 3. NEW IRELAND BASIN EXPLORATION Nine new Petroleum Prospecting Licenses (PPLs) were awarded to Eda Energy Ltd, wholly owned upstream subsidiary of Petromin PNG Holdings Ltd, in July 2012, making the company 100% owner and operator of 10 PPLs awarded over the New Ireland Basin. The licenses cover areas over the New Ireland Province in the southeast and Manus Province to the northwest. Two other applications to the south are pending review by the State. Initial exploration of the New Ireland basin has focused on the southeast part of the basin. Preliminary assessment of the petroleum potential based on old seismic and geologic data suggests the region could be prospective for hydrocarbons. New field geologic and seismic data is required to further evaluate the potential for petroleum in the basin. PPL411 EDA EN PPL410 EDA EN PPL407 EDA EN PPL406 EDA EN PACIFIC OCEAN PPL408 EDA EN PPL412 EDA EN PPL345 EDA EN PPL409 EDA EN PPL346 EDA EN PPL415 EDA EN APPL416 EDA EN APPL415 BISMARK OIL CO PPL324 TESCOM PPL352 PEAK OIL PPL347 EDA EN BISMARK SEA New Ireland Basin License Map 041 PETROMIN I ANNUAL REPORT_2012 SHELL-PETROMIN ALLIANCE A major regional study of the Gulf of Papua was completed between May and September 2012 as part of the Petromin-Shell Alliance Joint Technical Study. Geoscientists from both companies carried out the study in the Shell office in Kuala Lumpur. The study covered the offshore area within the Western, Gulf and Central Provinces, and involved the interpretation of over 12,000km of 2D marine seismic data, using Shell’s petroleum exploration technology. Several reservoir distribution areas have been mapped as a result of this study which would guide further exploration of the Gulf of Papua area. Below : Petromin/Shell Alliance joint technical study team. From left : Sabbah Kloah, Petromin Senior Petroleum Geologist, Mark Gerrits, Shell Exploration Manager Asia Pacific Region, Ken Vei, Petromin Geophysicist, Gerie Powel, Shell Head of Global Exploration, Guy Loftus, Shell Vice President Asia Pacific Region, Jack Sari, Petromin Chief Petroleum Geologist and John Voon, Shell New Ventures Exploration Manager, Asia Pacific Region. PETROMIN IS THE STATE’S NOMINEE FOR 10 PETROLEUM RETENTION LICENSES LOCATED WITHIN THE PAPUAN BASIN 4. PPL 328 PASCA GAS/CONDENSATE DISCOVERY PPL 328 over the Pasca gas discovery within the Gulf of Papua was awarded to a joint venture comprising Twinza and Eda Energy Ltd with effect from 31 October 2011. The Pasca gas discovery was made in 1969 by Phillips Petroleum. In 1983 an attempt to appraise the discovery resulted in a gas blow out. Subject to conclusion of a Joint Venture Operating Agreement (JVOA), Petromin will take up a 10 % equity in the license, and Twinza will be the Operator with 90 % equity. Twinza has progressed an initial work program comprising studies of well, seismic and engineering data associated with past Pasca exploration and drilling operations. Exploration and investigation of the Pasca field over the next few years should result in knowing how much gas was lost following the blow-out in 1983, and the estimated remaining volume. 5. PRL 4 STANLEY GAS/CONDENSATE FIELD UPDATE An Application for Petroleum Development License was lodged in August 2012 following an aggressive appraisal program and field development planning. The planned development will see both gas and condensate produced and sold to local and regional markets. Petromin is the State’s nominee for 10 Petroleum Retention Licenses located within the Papuan Basin. Development of the gas field within PRL 4 is the first project for Petromin to exercise the State’s back-in right. The company is already in consultations with the Operator of PRL 4 to ensure informed communications and dialogue on the project leading to the company’s participation at the award of Petroleum Development License. 6. 2012 EDA LNG – ACTIVITIES SUMMARY InterOil has continued to appraise the Elk Antelope Field in 2012 with the drilling of Antelope 3. This brings the total number of appraisal wells drilled to six. Work is in progress to complete the components of the Application for Petroleum Development License. 043 PETROMIN I ANNUAL REPORT_2012 as a result of remedial measures being taken to develop and increase the rate of mining and opening new mining areas that were thought to have depleted. Additional ore drives and new stopping areas were created and mined. MINERAL AND MINING ASSETS OPERATING EXPENSES Direct operating cost for the second half of 2012 was at K50,222,128 while the cost for the first half of the year was K64,746,859. Stringent cost controls were implemented, which saw spending in non-essential areas reduced. Spending in each department was rationalized and committed to critical areas and items. TOLUKUMA GOLD MINE The Tolukuma Gold Mine is one of Petromin’s key assets, employing over 450 Papua New Guineans in a predominantly underground operation. The mine is located 120km north of Port Moresby within the Owen Stanley Range at an elevation of 1,550 metres. It covers an area of approximately 8km² and is situated within Petromin’s EL 580. The deposit type is an epithermal vein that comprises of two sub-parallel structures, connected by a series of linked structures trending generally northwest – southeast. Individual veins average 0.2m – 2.0m over a strike of more than 1.4km. Major zones included from the north to south are Tolukuma, Zine, Tolimi, Tinabar and Gulbadi. The Gulbadi zones include; Gulbadi and Gulbadi C veins and clay zones of variable width are located in the intersections on two or more structures. MONTH PHYSICAL RESULTS JAN TO JUN 54,197 5.8 87.6 YEAR TO DATE JUL TO DEC 74,592 6.0 87.1 ACTUAL 128,789 5.92 87.3 BUDGET 142,500 10.22 89.0 VARIANCE -13,711 -4.29 -1.7 Mill Asset Usage ( %) 56.7 75.3 66.0 93.6 -27.6 Mill Throughput ((t/h) 21.9 22.5 22.2 17.3 4.9 Gold Produced ( ounces) 8884 12530 21,414 41,645 -20,231 Gold Sold ( ounces) 8587 12802 21,389 41,645 -20,256 19,927 27,419 47,345 64,419 -17,074 Silver Produced (ounces) Mine production results The overall planning strategy for 2012 and into the coming years will focus on moving the mine to the south of ML104. Concepts and plans are being worked on and limited to equipment and man power. These plans were slowly being implemented with resources on hand. • Gulbadi Exhaust System- The system once opened will create a huge waste dump area for the upcoming pits and the operating pits; namely Banana, Fundoot and Tinabar. • Volvo Decline from Gulbadi 1504 to Zine/Gulbadi 1450 level and eventually to 1300RL. • The construction of the straight haul road from Tolukuma pit to Fundoot pit. The haul road will connect Milihamba underground workings, the Fundoot pit and the Banana Open pit. KULA GOLD PROJECT Petromin has been nominated to acquire up to 30 % of the Kula Gold project on behalf of the State. The Petromin team has conducted in-house due diligence. OPERATING REVENUE Net revenue of K46,370,729 was made from the sale of gold between July and December 2012. Revenue earned between January and June 2012 was K31,197,592. Gold sales had increased by 4.9 % in the second half of the year compared to the first six months of 2012. This increase in gold sales was Reconciled Gold Recovery ( %) The next focus is to attack Fundoot and therefore the Gulbadi 1560 Return Air Drive (RAD) is a priority. Other very big Life of Mine concepts on hand are: Financial position at December 31 2012. Reconciled Feed Grade (g/t Au) Tolukuma lower levels will be mined from the Foot Wall Drive (FWD) side, concepts have been drawn out and mining is on track. Past experiences have shown that the current location of the service routes and access development into accessing the ore is very slim due to very bad ground conditions. The new concept has proven that mining will have success and developments are progressing well from the Tolukuma 1465 level. The other plans achieved were the Tolukuma /Tolimi connection, which was completed in October 2012. This will provide a good ventilation system and thus assist in moving the concept forward. The connection will provide easy access from Tolukuma into Tolimi and Gulbadi respectively. PRODUCTION Mill production increased in the second half of 2012 as remedial measures were taken to immediately increase production. The major instances of unplanned downtime which prevented further increase to production during that period were:1. 22 day shutdown in August which was caused by unavailability of reagent lime at the mine site. This carried over into the first few days of September. 2. 7 days shutdown in October as a result of the hydro penstock pipe burst. 3. 4 days shutdown within the 6 months due to unavailability of ore as a result of equipment break downs. 4. 17 days of power interruption as a result of hydro penstock pipe repair limiting underground mining activities. FINANCE Tonnes Treated (t) Mining in the second half of the year was focused on developing new headings taking on the current ore and waste headings. The focus was to develop the waste headings by year’s end, which opened up new ore drives for mining in the coming months, creating stoping blocks for mining to move forward. This effectively adds new mining resource and extends the current life of mine. CASH FLOW The increased revenue and reduced cost enabled the mine to clear debts with suppliers which in turn enabled most of the critical suppliers to continue supplying the mine’s needs. MINING DEVELOPMENT UPDATE MINERALS EXPLORATION & DEVELOPMENT The project is currently operated by Woodlark Mining Limited (WML),a company incorporated in PNG as a wholly-owned subsidiary of Kula Gold Pty, a private Australian Company. The major share holders of the projects are Pacific Road Resource (72 %), RMB Resources (25 %) and Meratus Ltd (3 %). The Project is located on Woodlark Island, 300km north east of Alotau in Milne Bay Province. WML holds three exploration licenses covering the two principal known areas of mineralization. BACKGROUND Woodlark has a history of mining dating back to the 1890’s and was the largest producer of gold prior to the discovery of Bulolo in the early 1920’s. Historically it has produced over a million (1000, 000) oz of gold. PROJECT OVERVIEW The project has completed its Definitive Feasibility Study (DFS) in the third quarter of 2012 and has submitted all its relevant studies and applications to respective Government Departments and Statutory Bodies for various permits. The DFS indicated a mine life of 9 years with an estimated gold production of 813 000 oz over this period. The Feasibility Study concluded that there is a viable gold project based on three optimized pit designs at a gold price of US$1600/oz from a planned 1.8Mtpa Gravity and Carbon In Leach (CIL) plant. The current Joint Ore Reserve Committee (JORC) is 45.1 Mt (Measured – Indicated- Inferred) of 2.12 million ounce Au content @ 0.5g/t low cut off grade however, for the purpose of the DFS the Project Mineral Resources were calculated applying a higher cut-off grade of 1g/t for 1.55 million oz gold. Woodlark Mining is progressing well with the development of the project, subject to the approval of relevant permits. JETTY KULUMADAU WASTE DUMP BUSAI WASTE DUMP BONIAVAT MILL SITE Location map of Main Mining Centres on Woodlark Island Project. Kulumadau, Busai, and Boniavat 045 PETROMIN I ANNUAL REPORT_2012 FRIEDA RIVER COPPER/GOLD WAFI-GOLPU COPPER GOLD PROJECT PROJECT OVERVIEW The Wafi – Golpu gold – copper prospect is 60km SW of Lae. The project area is owned by Morobe Mining Joint Venture (MMJV) a 50:50 JV partnership between Harmony Gold and Newcrest Mining. This mineral deposit is a complex hydrothermal system that comprise two separate ore systems; Wafi epithermal gold deposit and Golpu porphyry copper/gold deposit. The Project is rated as one of the highest grade porphyry systems in South East Asia compared with other world class deposits including PNG’s Ok Tedi and Panguna. The mineralisation at the Wafi – Golpu project area is interpreted as three distinct types. The Golpu porphyry Cu-Au system, the zone A and B style high sulphidation epithermal system and the Link Zone low sulphidation system. MMJV completed a Pre-Feasibility Study (PFS) in August 2012. The results confirmed Wafi-Golpu as a World Class deposit with an expected mine life of 25 years. The current resource is estimated at 28.5 million oz gold, 9.1 Mt copper and 50.6 million oz silver. The PFS has paved the way forward for the JV partners to conduct a Definitive Feasibility Study. Petromin is the State nominee for the project and is working closely with MMJV and other stakeholders. PROJECT OVERVIEW Frieda River Copper/Gold project is located near the border of East Sepik and Sandaun Province. The prospect is operated under EL 58, comprising an area of 149sq km enclosing the Nena, Horse-Ivaal-Trukai (HIT) and Koki deposits. The project is a joint venture between Xstrata and Highlands Pacific. The project is described as one of the largest undeveloped copper/gold resources in Papua New Guinea. Xstrata Frieda River LTD completed a DFS at the end of 2012 that identified a potential operation at an estimated cost of US$5.6 billion. The study estimated a mining rate of 204,000tpa copper and 305,000 oz gold per annum for a 20 year mine life. A Bank Feasibility Study (BFS) is likely to start soon with an aim of going into construction in 2015 and production in 2020. Petromin is working closely with JV partners to fast track the development of the project. NENA nena river PLANT BASECAMP EKWAI KOKI PIT PERIMETER EKWAI HORSE YANDERA COPPER MOLYBDENUM PROJECT PROJECT OVERVIEW Yandera project is a copper-molybdenum deposit located 95Km southwest of Madang and 5 Km south of the Ramu Nickel- Cobalt mine, Madang Province. The project is located on EL 1335 and EL 1416 that covers 1, 200 km’s squared. In May 2012, Marengo Mining completed a JORC resource study on Yandera. This comprises a Measured Resource of 248 million tonnes (Mt) @ 0.43 % copper, an Indicated Resource of 114Mt @ 0.42 % copper and an Inferred Resource of 218 Mt @ 0.37 % copper, based on a 0.25 % copper cut-off. The resource estimates incorporate all the diamond drilling up to 2011, a total of 405 drill holes for 143,355m. A DFS was completed in 2011 outlining an open cut mine with 20 years mine life processing 30mtpa to produce 90,000t copper per annum. Petromin has an existing Co-operation Agreement with Marengo and is the State nominee to hold 30 % equity in the project. IVAAL HORSE / IVAAL / TRUKAI TRUKAI TUMUANOGOI Map outlining EL 58, the Freida River deposits YANDERA VILLAGE GAMAGU Aerial view of Freida River project area SOLWARA 1 PROJECT OVERVIEW Solwara 1 project, ML194 EL1196 is located in the Bismark Sea between New Britain and New Ireland provinces at a depth of 1500m. IMBRUMINDA DIMBI MARENGO BASE CAMP GREMI OMORA The project is operated by Nautilus Minerals Ltd, the first company to commercially explore for gold and copper seafloor massive sulphide deposits. Papua New Guinea is the first country in the world to grant exploration and mining licenses for commercial exploitation of seafloor massive sulphide deposits. Nautilus Minerals plans to use existing offshore technologies along with its own patented offshore mining equipment to extract high grade seafloor copper, gold and rich ores. To date, an agreed commercial resolution with the State is yet to be achieved. Petromin is the State nominee for the project. NEW IRELAND SOLWARA 4,6,7&8 EL 1196 EL 1374 SOLWARA 1 EL 1196 BISKMARCK SEA EXTENT OF KNOWN MINERALISATION MEASURED RESOURCE MUMNOGOI INDICATED RESOURCE NEW BRITAIN INFERRED RESOURCE LOW GRADE CORE Location map of the main Yandera deposits SOLWARA 5 DIRIGI Location map of the Solwara Project 047 PETROMIN I ANNUAL REPORT_2012 MINERAL EXPLORATION The Minerals exploration division is one of Petromin’s core business areas. It works towards generating ownership and participation in the minerals resource sector for Papua New Guineans, through the pursuit of minerals for commercialisation. The division develops interests by actively seeking out new licenses for exploration, furthering existing prospects and developing new projects either independently, or through partnerships. EXPLORATION ASSETS MINERAL EXPLORATION LICENSES: EXPLORATION SUMMARY Petromin subsidiary, Eda Mineral’s, core business strategy is to explore for potential mineral deposits. In line with Petromin’s corporate strategy, Eda Minerals Exploration has been working on a number of priority prospects by evaluating all its current prospects. This has occurred with the aim to delineate new mineralisation targets within all the thirteen Exploration Licences (ELs) which straddle an approximate total area of 35 square kilometres. THE MINERAL EXPLORATION DIVISION WORKS TOWARDS GENERATING OWNERSHIP AND PARTICIPATION IN THE MINERALS RESOURCE SECTOR FOR PAPUA NEW GUINEANS EL1732 EL1696 EL1366 The ELs are grouped into three main categories based on their location in relation to Tolukuma Gold Mine. EL1271 1. Near Mine Tenements: the six ELs surrounding ML104 (Tolukuma Gold Mine) include ELs 580, 683, 894, 1264, 1379 and 1661. 2. North East Regional Tenements: these ELs include 1271, 1297, 1327, 1366 and 1732 which are further northeast of the Near Mine ELs. EL1352 EL1297 3. North West Regional Tenements including ELs 1352 and 1696 which are further north northwest of the Near Mine ELs. EL1661 Two of the ELs (1271 and 1732) are currently being operated as joint venture with Papuan Precious Metals Limited (PPM). The rest of the Regional ELs are 100 % owned and managed by Eda Minerals. EL683 TOLUKUMA • Northwest trending Owen Stanley – Timeno Gira Fault system, • Northeast trending Tolukuma and Yule Transfer Structures, and • Ring Fractures. All of Petromin’s known mineral prospects occur along and within the confines of the north northwest trending structures and the reactivated north east trending transfer structures. These provide fluid pathways for mineral emplacement, creating one of the most highly endowed and prospective mineral districts in PNG. KAINANTU EL58D WAFI EL894 HIDDEN VALLEY Regional geology dominantly consists of Owen Stanley Metamorphics (Kemp Welch Beds, Emo Metamorphics and Kagi Metamorphics, Auga Beds), Papuan Ultramafic Belt Ophiolite (Lokanu Volcanics, suites of Gabbro), Mt. Davidson Volcanics, Talama Volcanics, Aibala Volcanics and Holocene sediments. Regional structural interpretations of topographic lineaments along the Owen Stanley Range defined north-west trending strike-slip structures as well as northeast trending deep-seated transfer structures. The major structures comprise; EL1327 EL1264 EL1379 TOLUKUMA Regional geology depicting Petromin exploration licence In Tolukuma, the mineralization is structurally controlled epithermal (gold and silver) and closely associated with volcanics. There are also occurrences of disseminated porphyry copper, gold, molybdenum and skarn in places associated with porphyry intrusions. A summary of mineralisation styles in each of the EL’s can be found in the table outlining mineral prospects and work status. Most 2012 exploration activities were focused on EL 1352 drilling, simultaneously with geological mapping and sampling programs at Ipi River. Some short follow up exploration programs have been conducted in the near mine ELs. The follow up exploration in EL1661 at Mt. Olom and EL894 at Etasi/ Genga, returned significantly high results which have been recommended for further work. The aim now is to define drill targets in these prospects to the next stage, which is exploration drill test. 049 PETROMIN I ANNUAL REPORT_2012 ELS PROSPECTS MINERALISATION STATUS 580 Saki, Seriseri, Soju, Sindo Epithermal Gold 2nd phase drilling - Completed 21 DDH{diamond drill holes}, total 2285.6m 683 Samanalan, Hoyu Epithermal Gold 1st phase mapping / sampling completed in June, 2012 894 Etasi, GengaBadim, Hula Epithermal Gold and Porphyry Copper-Gold, Skarn Detail mapping, sampling completed in December 2012 1264 Kosipe, Kailape, Porphyry Copper, Gold Pending work program 1271 Waria River Alluvials, Biawaria, Epithermal Gold-Platinum, goldpaladium PPM did follow-up sampling based on air borne magnetic survey anomalies 1661 Kone, Belavista Massive sulphide + base metals Followed up mapping sampling in June 2012, 1297 Milton, Sangana, Oi Creek Gold-paladium, Gold-platinum Pending work program 1327 Mt. Dye, Aikora Gold, Gold-platinum Pending work program 1352 Ipi, Bulls Eye, Varisa Porphyry Copper-Gold Ipi- drilling, mapping and sampling 1696 Kunimaipa Porphyry, Epithermal veins, Skarn Pending work program 1366 Eia, Tavi 1, Tavi 2 Epithermal Gold, Platinum-Gold Pending work program 1379 Mt. Victoria, Iritumu Epithermal Gold, Porphyry Copper-Gold Reconnaissance, mapping & sampling 1732 Tubi, Waria River Alluvials Epithermal Gold, Platinum Group Elements Pending work program Mineral prospects and work status Saki and Ipi River prospects are Petromin’s two major exploration projects. In 2002, Durban Roodepoort Deep (DRD) of South Africa conducted first phase drilling to a total depth of 2,324.25m on 28DDH. Second phase drilling was undertaken by Petromin in 2009, subsequently nineteen (19) DDH have been drilled to a total depth of 2,285.60 metres. To date, 47 DDH with a total cumulative depth of 4,609.85 metres have been drilled. A due diligence by Golders Associates in December 2011, estimates the resource potential of Saki at a cut- off grade of 1 g/t gold to be 630,000 to 1,000,000 tonnes at a grade of approximately 2 g/t gold for 40,000 to 70,000 oz of gold. Ipi River prospect is a porphyry copper-gold and molybdenum deposit. In March 2012, the first exploration drill holes, DDH001, DDH002 and DDH003, have been drilled using Petromin owned SC-11 drill rig. The three diamond holes have been drilled to a total depth 1219.40m. Preliminary drilling results from Ipi River prospect were encouraging in the initial stage; however, high grade zones are yet to be intersected. The zone is between 100m and 400m below surface (1300m-1400m ASL). The assay grades are reflective of typical porphyry style alteration and mineralisation and provide impetus for further drilling to intersect higher grade zones. Petromin exploration employs fifteen casual employees who are working in various fields attached as field assistants, chefs, prospectors, camp managers, drillers, drill off-siders and field medical officers. These casual employees work fulltime in all exploration programs. Exploration also employs a female casual logistics and administration officer who is based in the Port Moresby office. All of these people have been committed to the overall growth of Petromin since its inception and when it commenced on its first exploration program in Saki. ALL OF THESE PEOPLE HAVE BEEN COMMITTED TO THE OVERALL GROWTH OF PETROMIN SINCE ITS INCEPTION AND WHEN IT COMMENCED ON ITS FIRST EXPLORATION PROGRAM IN SAKI. 051 PETROMIN I ANNUAL REPORT_2012 NEW VENTURES & BUSINESS DEVELOPMENT BUSINESS PLAN The Petromin Business Plan guided the Company focus in 2012 on the prioritized projects and budgeted resource allocation. The Petromin Board direction instructed that the 2012 Business Plan cover a five year period from 2012 to 2017. The Business Plan reflected the company’s goals, plans, and strategies and identified the resources available to support business initiatives. The Business Plan prioritised the various investment opportunities Petromin identified in the mineral and petroleum sectors by rigorously analysing opportunities and allocating available resources accordingly. The 2012 Business Plan had ensured that: 1. Petromin focused on projects or opportunities that it had identified, prioritized and for which it had available resources; 2. Petromin management kept track of all stages of project or opportunity development; 3. The Business Plan created benchmarks against which the management measured progress of the investment opportunities; 4. It revealed the amount of capital required to help finance the investment opportunities Petromin had identified and prioritized; and 5. Each Division and individual within Petromin is held accountable for performance. 053 PETROMIN I ANNUAL REPORT_2012 RISK MANAGEMENT APPROACH MANAGEMENT RISK Petromin recognises that risk management is an integral part of mining, oil and gas business and has in place a sound system of risk management and internal control. Petromin ensures that its Management team adheres to allocated budgets and do not over, or under spend, by having strict guidelines for allocated divisional budgets. The Company’s Financial Controller provides the Management with quarterly reports on the status of the budget. In this way risk of overspending is managed. BALANCE SHEET RISK Petromin’s corporate finance function: • Monitors the services to the business The Board has appointed an Audit and Compliance Committee to specifically deal with risk management issues. The Board approved a Risk Management Register and the management makes quarterly reports to the Board on the status of the implementation of the register. Given the significance of managing risks, possible risks and ways of mitigating such risks on priority projects are set out in the company’s business plan. PETROMIN ENSURES THAT ITS MANAGEMENT TEAM ADHERES TO ALLOCATED BUDGETS AND DO NOT OVER, OR UNDER SPEND, BY HAVING STRICT GUIDELINES FOR ALLOCATED DIVISIONAL BUDGETS 4. Describes the consequence of risks materialising 5. Mitigation strategies 6. Officer’s responsible Some of the risks associated with projects vary from transportation risk, reserve risk, environmental risk, exploration risk, management risk, balance sheet risk and liquidity risk. TRANSPORTATION RISK Transporting of personnel to project sites covers all employees and visitors being transported to the project sites, whether they live on the camp site, or are travelling in from outside. This risk could cause human fatalities, injuries, environmental changes, or operational loss time. The Management ensures these risks are mitigated through having accidental insurance, rigid safety checks by operators and due diligence before contracting the service provider. ENVIRONMENTAL RISK Petromin has a strong environmental policy that is based upon international environmental mining, oil and gas standards. We encourage periodical testing and public awareness. Petromin aims at mitigating environmental risk and encouraging world class standards for our projects. EXPLORATION RISK The risk is apparent when reserves are insufficient to cover the sunk costs, which can only be recognised as capital expenditure if the reserves are economically viable. To mitigate the effects of this risk, Petromin conducts full appraisals, independent audits and periodical review of exploration stages. These risks include market risk, currency risk, fair value interest rate risk, price risk, credit risk, cash flow interest rate risk and liquidity risk. • Monitors and manages the financial risks relating to the operations of the Company. 2. Details of the risk 1. Project and type of risk 3. Provides probability weighing • Co-ordinates access to domestic and international financial markets The Risk Register covers the following aspects of the company’s activities: 055 PETROMIN I ANNUAL REPORT_2012 CORPORATE SERVICES During the year, the company was confronted with landowner concerns that resulted in the temporary forced closure of the Tolukuma Gold Mine for several days. However, the swift intervention of Petromin Managing Director & TGM Board chairman, Mr Joshua Kalinoe, led to a smooth resolution of issues raised by the landowners and some employees with the re-opening of the mine after “traditional custom” ceremonies. The TGM Memorandum of Agreement review was facilitated by Mineral Resources Authority (MRA). The key stakeholders Petromin Environment Section has assisted our Joint Venture Partners with review of Environment Impact Statements (EIS) and technical advice on the regulatory process involved in conducting an environment impact assessment projects. The projects for which environment reviews have been accomplished during the year were: • Solwara 1 EIS submitted to DEC by Nautilus Minerals • Renewal of Environment Permits for TGM. • Sinivit/Wild Dog Project Technical Assessment • Environment Risk Management including use of cyanide at TGM. The Environment Policy Statement is a corporate initiative that will see a paradigm shift from strictly business oriented operations to an entity that is conscious of Corporate Social Responsibility. The policy statement is to ensure that company drives a policy whereby economic tools and approaches can be applied concurrently to manage the environment sustainably whilst maintaining economic growth. In 2012, Petromin continued to be guided by the policy statement. • Baseline studies on Saki and Ipi Prospects as part of the initial environmental and geochemistry work. INDEPENDENT STUDY In 2012, Petromin commissioned an independent study to review the TGM cyanide drop incident of March 2000 by an internationally recognized expert on cyanide. The independent study has disclosed that there is no cyanide residue in the impact area and further downstream of the Yaloge river in the Fane District, Central Province. The water is therefore safe for use by local communities. • Memorandum of Agreement meetings with State Team. ENVIRONMENT POLICY STATEMENT • Woodlark Island Project Environment Inception Report and EIS by Kula Gold Limited. In 2012, Petromin’s major environmental focus was on addressing environmental compliance and regulation issues on existing and new projects. Stated below are the main areas of work that have been accomplished during the year. • Stanley Gas Condensate Stripping Project EIS submitted to DEC by Horizon Oil Limited • Strategic Environment Improvement Plan for Tolukuma Gold Mine (TGM). Many landowner groups have been enquiring about their interests in areas where Petromin operates or likely to participate as State nominee, including the Elk Antelope project in Gulf Province. Most were referred to the project developer and relevant State authorities over issues such as social mapping, landowner identification or related engagements. The Petromin Corporate Business Plan requires the company to operate in accordance with international best practice with due consideration to national environmental laws when taking financial investment decisions for mining and petroleum projects around the country. Petromin is aware of the importance of environmental priorities and established a working relationship with the Department of Environment and Conservation (DEC) and Minerals Resources Authority (MRA) to ensure regulatory compliance and promote environmental awareness in Petromin’s operations. Some of the strategic environment assessment activities that the Company has completed in partnership with the State include: Similar efforts were made in the Ipi River area to ensure continued support of landowners for the Company’s exploration teams to carry out their drilling program. ENVIRONMENT REPORT 2012 STRATEGIC ENVIRONMENT ASSESSMENT ENVIRONMENT IMPACT ASSESSMENT OF NEW PROJECTS WITH GOVERNMENT DEPARTMENTS The division supported the company’s Minerals Division in the Warden Hearings conducted in various locations in Central and Oro Provinces to promote Petromin’s exploration activities and to secure support and confidence of landowners, including traditional chiefs and local leaders and councillors. In addition to Petromin Haus, the Company has purchased and now owns a 1.4 hectare portion of land at 9 Mile outside Port Moresby which will be utilized for future development purposes in line with the Business Plan. Important environment, safety and security policies have been developed and adopted by the company in line with international best practices. PROPERTIES Consultations continued towards securing the release of Government funds under the 2012 budget for commencement of the Tolukuma Mine Access Road Project in line with the Government’s commitment under the TGM Memorandum of Agreement. This is particularly important for economic growth and other opportunities to develop for the remote communities in the Goilala area. In keeping with Petromin’s corporate social obligations, the Company made donations to various church, community, sporting and special interest groups at local, provincial and national levels. This included support of the 2012 World Environment Day and the 2012 Medical Symposium. Petromin staff participated in the 2012 Soccer Charity Cup and 2012 Walk Against Corruption. Petromin also facilitated immunization of women around the Taurama, Korobosea, Hohola and Boroko suburbs. Following the 2012 National Elections, relevant briefings were provided to the Prime Minister as Trustee Shareholder and relevant Ministers on the operations and activities of the Company. included the Yulai Landowners Association of Tolukuma, the Central Provincial Government, Woitape Local Level Government, as well as Government agencies (i.e. MRA, Treasury, Justice Department, etc.) and Tolukuma Gold Mines Ltd. The Corporate Services Division has been advancing Petromin’s interests through active interactions and targeted consultations with various Government leaders, as well as senior officials at national, provincial and local levels. This garnered continuing support of Petromin operations and activities, including State nomination for major petroleum and mining projects. IMPORTANT ENVIRONMENT, SAFETY AND SECURITY POLICIES HAVE BEEN DEVELOPED AND ADOPTED BY THE COMPANY IN LINE WITH INTERNATIONAL BEST PRACTICES. 057 PETROMIN I ANNUAL REPORT_2012 HUMAN RESOURCE AND ADMINISTRATION PETROMIN ORGANISATIONAL STRUCTURE Recruitment and retention of specialist manpower has always been crucial and strategic to meeting the demand and outcome of Petromin’s business. Reviews and reclassifications of position responsibilities to meet the demand and change is ongoing. 2012 saw the recruitment of a Public Relations Officer, with the appointment of Mr. Patrick Talu Wundai, former Business Editor at the Post Courier and Senior Resources Journalist. Staff turnover has been favorable, with only one resignation for personal reasons and one with expiration of employment contract. This represents a 2.6 % attrition rate. Staff strength is now at 92 against an establishment of 130 as at 31st December 2012. Petromin continues to support up-skilling its workforce with relevant knowledge, skills and competencies either in-house or abroad with appropriate budgetary allocation. Senior Legal Officer, Mr. Enoch Sihil, through Sponsorship from the Government of the United Kingdom and Petromin’s training support allowance, completed his Masters in Law at Dundee University in the United Kingdom. After completion of his Master’s Program, he will spend three months interning with Allen and Overy Lawyers in London. Mrs Karo Lelai, completed her Master in Business Administration at the University of PNG. Mr. Saki Ipata, Financial Controller, completed his Master in Business Administration – CPA at the University of PNG. In September 2012, under the Shell Petromin Strategic Alliance, Chief Petroleum Exploration Geologist, Jack Sari, Senior Petroleum Geologist, Sabbah Kloah and Geophysicist Ken Vei completed a three month Shell-Petromin Joint Technical Studies program in Kuala Lumpor. Petromin provided living allowances and airfares for the three participants. Various other training was undertaken by senior officers and junior employees in middle management, internal auditing, roles and duties of directorship/good governance, project management and finance reporting. Junior petroleum engineers 97.4% petromin remaining personnel 2.6% COMPANY SECRETARY/ MANAGER GOVERNANCE & BOARD AFFAIRS MANAGING DIRECTOR & CHIEF EXECUTIVE OFFICER attrition rate also participated in the ongoing training and exposure to aspects of sub-surface and well site engineering. The mineral geologists continue to receive first hand practical training and exposure under the guidance and leadership of Dr Wilfred Lus, using 3D IP techniques (3 dimensional infrared polarization) and successfully delivering the expected outcomes for the Ipi River minerals exploration project. Petromin has current and relevant Insurance covers in place to protect the interest and assets of the Company including its employees. These covers are varied and appropriate to the nature of the company’s business. Monitoring and evaluation of the human resource systems and processes is ongoing. Applicable amendments were made to improve our systems and processes. The Board approved Employee Home Ownership Scheme Policy continued to be implemented in 2012. CHIEF FINANCIAL OFFICER GENERAL MANAGER CORPORATE SERVICES GENERAL MANAGER NEW VENTURES & BUSINESS DEVELOPMENT MANAGER PETROLEUM OPERATIONS & DEVELOPMENT MANAGER HR & ADMINISTRATION SENIOR ENVIROMENT OFFICER MANAGER LEGAL & CONTRACTS CHIEF GEOLOGIST & MANAGER PETROLEUM EXPLORATION FINANCIAL CONTROLLER MANAGER PROPERTIES & SECURITY MANAGER BUSINESS DEVELOPMENT MANAGER LNG OPERATIONS & DEVELOPMENT SENIOR IT OFFICER MANAGER GOVERMENT & PUBLIC AFFAIRS GENERAL MANAGER MINERALS GENERAL MANAGER PETROLEUM DEPUTY GENERAL MANAGER MINERALS DEPUTY GENERAL MANAGER PETROLEUM MANAGER MINERALS OPERATIONS & DEVELOPMENT CHIEF GEOLOGIST & MANAGER MINERALS EXPLORATION MANAGER ASSETS FINANCE 059 PETROMIN I ANNUAL REPORT_2012 GRADUATE TRAINEE PROGRAM As PNG’s national oil, gas and minerals company, Petromin understands that its growth and ability to remain competitive depends on a well established management process of quality recruitment, training and development programs for our technical and professional staff. In 2012 Petromin had a total of eleven graduate trainees. Of the eleven, four completed their training and were offered positions within Petromin; • ARTLY DANIEL – PETROLEUM ENGINEER • KEN VEI – PETROLEUM GEOPHYSICIST • JOHN WILLIE – MINE ENGINEER • ADRIAN DETANA – MINING GEOLOGIST 2012 NEW RECRUITS JUNIOR KOIPI EDUCATIONAL BACKGROUND: Bachelor in Mineral Process Engineering (University of Technology, LAE) 2010 DIVISION: Mineral Division WHY DID YOU WANT TO JOIN PETROMIN?: “I wanted to work with our nationally owned company so as to involve and participate in developing our mineral and petroleum wealth of PNG”. NAME FIELD DATE OF INCEPTION CURRENT EMPLOYMENT STATUS Isaac Kone Engineering 21/01/2008 Australia - Mining Engineer Nelson Sukwianomb Environmental Studies 29/01/2008 Completed and moved on Darren Ninkama Commercial Law 25/05/2009 Petromin –Senior Lawyer Ken Vei Geophysicist 02/08/2010 Petromin - Geophysicist Roger Ralli Geology 02/08/2010 Rio Tinto – Brisbane Artly Daniel Petroleum Engineer 02/08/2010 Petromin –Petroleum Engineer Stanley Sungi Accounting 02/08/2010 Petromin - Accountant John Willie Engineering 04/10/2010 Petromin – Mine Engineer Adrian Dentana Geology 25/10/2010 Petromin- Mining Geologist Lyndsay Abal Finance/Accounting 07/02/2011 Petromin – Accountant George Karingal Economics 21/02/2011 Petromin – Economist Rex Duma Economics 07/03/2011 Petromin – Economist Mathilda Namorong Commercial Law 12/12/2011 Petromin – GT Lawyer Philip Hehonah Commercial Law 05/01/2012 Petromin – GT Lawyer Channel Kuia Engineering 14/05/2012 Petromin – GT Petroleum Engineer Junior Koipi Engineering 05/06/2012 Petromin – GT Mining Engineer Sailas Tipayamb Environmental Studies 30/07/2012 Petromin – GT Environment Officer PHILIP D HEHONAH EDUCATIONAL BACKGROUND : Bachelor of Law (University of Papua New Guinea) 2010 DIVISION : New Ventures and Business Development WHY DID YOU WANT TO JOIN PETROMIN?: “I was interested in mining & petroleum law and Petromin provided that opportunity to develop my career in both industries (mining & petroleum) at the same time.” SAILAS TIPAYAMB EDUCATIONAL BACKGROUND: Bachelor of Science (University of Papua New Guinea) 2010 DIVISION: Corporate Services WHY DID YOU WANT TO JOIN PETROMIN?: “I have an ambition in environment management & regulatory compliance in both Petroleum and Mining Industries. Petromin effectively provided that opportunity for me to develop my career in that direction.” PETROMIN CONTINUES TO SUPPORT UP-SKILLING ITS WORKFORCE WITH RELEVANT KNOWLEDGE, SKILLS AND COMPETENCIES EITHER IN-HOUSE OR ABROAD WITH APPROPRIATE BUDGETARY ALLOCATION. 061 PETROMIN I ANNUAL REPORT_2012 SHAREHOLDER INFORMATION Petromin PNG Holdings Limited has only one issued Share which is held by the Prime Minister of the Day as the trustee shareholder. It is held on behalf of the people of Papua New Guinea through the State as their Beneficial Shareholder. The Trustee Shareholder’s powers are managed by the Manager of the Petromin Trust (Trust Manager) in accordance with the Petromin Trust Deed. The Trust Manager operates independently of the Petromin Board and the Trustee Shareholder in managing the Trustee Shareholder’s powers. Dividends declared by Petromin are paid by the Trustee Shareholder, through the Trust Manager, to the Consolidated Revenue Fund of the State, as the Beneficial Shareholder. Income Taxes are paid directly to the Internal Revenue Commission. 063 DIRECTORS’ REPORT FOR YEAR ENDED 31 DECEMBER 2012 PETROMIN I ANNUAL REPORT_2012 CONSOLIDATED ANNUAL FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2012 The directors of Petromin PNG Holdings Limited submit herewith the annual financial report of the Company for the year ended 31 December 2012. In order to comply with the provisions of the Companies Act 1997, the directors report as follows: The names and particulars of the directors and office holders of the Company during or since the end of the financial year are: DIRECTORS NAME CONTENTS Directors’ report 63 Directors’ declaration 65 Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity 66 67 68 Consolidated statement of cash flow 69 Notes to financial statements 70 - 93 Audit report 94 EXECUTIVE/NON-EXECUTIVE DIRECTOR Joshua Kalinoe, CSM, CBE Executive Director (Reappointed 11 April 2011, Resigned 25 March 2013) Sir Brown Bai, KBE, CBE, CSM Non Executive/Chairman (Reappointed director on 6 June 2011. Reappointed as Chairman on 6 June 2011) Richard Tengdui Non Executive (Appointed 6 June 2010) Chief Sir Peter Barter, GCL, Kt, OBE Non Executive (Appointed on 27 July 2011, Resigned 2 July 2012) Sumasy Singin, OBE Non Executive (Reappointed 6 June 2011) Jerry Wemin Non Executive (Reappointed 6 June 2011) Ian Goddard Non Executive (Reappointed 4 March 2012) Muri Bin Muhammad Non Executive (Reappointed on 4 March 2012) William Searson, CBE Non Executive (Reappointed on 18 February 2011) COMPANY SECRETARY CHANGES IN STATE OF AFFAIRS The Company Secretary was Karo Lelai (Appointed 8th February 2008 and ceased on 31 August 2012) and currently is Wayne Kasou (appointed 1 September 2012). During the financial year there was no significant change in the principal activities or state of affairs of the Company other than that referred to in the financial statements or notes thereto. REVIEW OF OPERATIONS EMPLOYEES The Group reported a loss of K33,128,784 (2011:net income K1,149,420) after charging income tax of K26,556,946 (2011: K54,669,796). As of 31 December 2012, the Company has 583 regular employees (2011 - 691 employees). This includes casual employees of 30 (2011 - 58 employees). PRINCIPAL ACTIVITIES DONATIONS & SPONSORSHIP The Company’s principal activities are to engage in the mineral exploration, evaluation and development and the production and recovery of minerals and petroleum from its petroleum and mining interests. The Company has made donations and sponsorships of K198,588 to various organisations in 2012 (2011: K 219.452) as part of the Company’s social responsibility. 065 DIRECTORS’ DECLARATION DIRECTORS’ REPORT FOR YEAR ENDED 31 DECEMBER 2012 FOR YEAR ENDED 31 DECEMBER 2012 The directors declare that: 1. in the directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. 2. in the directors’ opinion, the attached financial statements and notes thereto are in accordance with the Companies Act 1997, including compliance with accounting standards and giving a true and fair view of the financial position and performance of the Company. DIRECTORS’ REMUNERATION PETROMIN I ANNUAL REPORT_2012 POST-EMPLOYMENT BENEFITS SALARY & FEES BONUS NONMONETARY SUPERANNUATION OTHER K K K K K PETROMIN SHARE-BASED PAYMENT OTHER LONG-TERM EMPLOYEE BENEFITS TERMNATION BENEFITS K K SHORT-TERM EMPLOYEE BENEFITS EQUITY-SETTLED TOTAL SHARES & UNITS OPTIONS & RIGHTS CASH SETTLED K K K Signed in accordance with a resolution of the directors. On behalf of the Directors K Sir Brown Bai, KBE, CBE, CSM – Chairman 120,000 - - - - - - - - - 120,000 Joshua Kalinoe,CSM,CBE 1,067,606 - - - - - - - - - 1,067,606 Ian Goddard 109,743 - - - - - - - - - 109,743 Sumasy Singin,OBE 95,000 - - - - - - - - - 95,000 Jerry Wemin 100,000 - - - - - - - - - 100,000 Sir Peter Barter,Kt,OBE 47,500 - - - - - 10,493 - - - 57,993 William Searson, CBE 95,000 - - - - - - - - - 95,000 Muri Bin Muhammad 109,743 - - - - - - - - - 109,743 Richard Tengdui 100,000 - - - - - - - - - 100,000 20,000 - - - - - - - - - 20,000 1,864,322 - - - - - - - - - 1,874,815 Peter Pokawin REMUNERATION ABOVE K100,000 PER ANNUM SUBSEQUENT EVENTS The number of employees not being directors of the company, whose total remuneration and the other benefits received from Petromin PNG Holdings Limited falls within the following bands are: Other than the above, there or (other than disclosed in note 28) there has not been any matter or circumstances, other than that referred to in the financial statements in notes thereto, that has risen since the end of the financial year, that has significantly affected, or may significantly affect, the operation of the company, the results of those operations, or the state of affairs of the Group in future financial years. 2012 2011 K 100,000 – K 149,999 AMOUNT 19 14 K 150,000 – K 199,999 7 4 K 200,000 – K 299,999 3 5 K 300,000 – K 900,000 8 11 Signed in accordance with a resolution of the directors. On behalf of the Directors INDEPENDENT AUDIT REPORT The financial statements have been audited by Deloitte Touche Tohmatsu and should be read in conjunction with the independent audit report on pages 94 to 95. Fees in respect of audit, audit related and non audit services paid to Deloitte Touche Tohmatsu are shown in note 5. DIVIDENDS During the year, an interim dividend of K450,000 was paid, (2011: K1,950,000). Arunava Basu Acting Chief Executive Officer Port Moresby 31 May 2013 Sir Brown Bai, KBE, CBE, CSM Chairman Port Moresby 31 May 2013 Arunava Basu Acting Chief Executive Officer Port Moresby 31 May 2013 Sir Brown Bai, KBE, CBE, CSM Chairman Port Moresby 31 May 2013 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 067 CONSOLIDATED STATEMENT OF FINANCIAL POSITION FOR YEAR ENDED 31 DECEMBER 2012 AT 31 DECEMBER 2012 PETROMIN I ANNUAL REPORT_2012 THE COMPANY THE GROUP THE COMPANY THE GROUP NOTES NOTES 2011 K’000 K’000 K’000 K’000 Current assets Cash and cash equivalents 14 113,183 148,552 17,201 84,715 Trade and other receivables 15 25,181 26,162 3,336 4,209 Inventories 16 28,848 30,425 - - Due from related parties 17 278,164 11,666 12,800 Cost of sales 4 (139,786) (165,426) - - 37,884 112,738 11,666 12,800 Other income 6 Operating profit (47,724) (40,465) (40,323) (28,597) 1 - 66,802 25,000 (9,939) 72,273 38,145 9,203 Finance income 7 7 Profit/ (Loss) before tax Income tax (expense)/credit Profit/(Loss) after tax Other comprehensive income Total comprehensive income for the year 8 694 (18,903) (1,550) - - - - 167,212 205,139 20,537 88,924 17 - - 54,896 2,601 Total current assets Non-current assets Due from related parties Finance costs 2011 K’000 2012 177,670 5 2012 K’000 2011 3 Administrative expenses 2011 K’000 2012 Revenue Gross profit 2012 K’000 (10,031) Oil and gas assets 9 217,618 217,515 - - 8 7,223 4,565 - - 11 137,051 107,807 - - Property, plant and equipment 13 47,739 46,461 34,114 33,311 Investment in subsidiaries 20 - - 99,776 110,699 467 555 467 555 Total non current assets 410,098 376,903 189,253 147,166 Total assets 577,310 582,042 209,790 236,089 26,906 24,969 459 6,901 2,573 2,449 798 959 Deferred tax Asset (6,572) 55,819 37,393 131 Deferred costs (26,557) (54,670) - - (33,129) 1,149 37,393 131 - - - - (33,129) 1,149 37,393 131 Deposits Current liabilities The statement above should be read in conjunction with the Notes on pages 70 to 93. Trade and other payables 18 Due to related parties 17 Income tax payable Provisions 12 Borrowings 19 Total current liabilities - - - 66,874 35,133 33,594 - - 6,843 8,891 613 2,051 3,277 2,376 3,277 2,376 72,159 69,830 4,349 78,202 Non current liabilities Other non-current liability 18 45,567 29,298 - - Borrowings 19 42,536 38,661 11,122 11,989 8 74,013 71,860 - - 12 26,761 20,458 1,026 293 Deferred tax liabilities Provisions Total non current liabilities 188,877 160,277 12,148 12,282 Total liabilities 261,036 230,107 16,497 90,484 Net assets 316,274 351,935 193,293 145,605 Equity Share capital 21 1 1 1 1 Retained earnings 22 316,273 351,934 193,292 145,604 316,274 351,935 193,293 145,605 Total equity The statement above should be read in conjunction with the Notes on pages 70 to 93. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 069 CONSOLIDATED STATEMENT OF CASH FLOW FOR YEAR ENDED 31 DECEMBER 2012 FOR YEAR ENDED 31 DECEMBER 2012 PETROMIN I ANNUAL REPORT_2012 THE COMPANY THE GROUP THE GROUP NOTES Share Capital Retained Earnings Total K’000 K’000 K’000 1 352,735 352,735 Balance at 1 January 2011 Prior period adjustments 22 (i) - 734 734 Profit for the year 22 (ii) - 1,149 1,149 - (1,950) (1,950) Dividend paid NOTES Receipts from customers and related parties Payments to suppliers, employees and related parties Cash provided by/(used in) operations Balance at 31 December 2011 1 352,668 352,668 Profit for the year - (33,129) (33,129) Interest received Dividends paid - (450) (450) 1 316,273 316,274 2011 2012 2011 K’000 K’000 K’000 205,716 278,041 11,666 12,800 (200,806) (206,878) (34,136) (39,991) Cash flows from operating activities Tax paid Balance at 31 December 2012 2012 K’000 Dividend received Interest paid Net cash provided by (used in) operating activities 4,910 71,163 (22,470) (27,191) (26,268) (27,461) - - 2,573 2,449 798 959 - - 66,802 25,000 (1,510) (1,838) - - (20,295) 44,313 45,130 (1,232) Cash flows from investing activities THE COMPANY Purchase of property, plant and equipment Share Capital Retained Earnings Total K’000 K’000 K’000 Balance at 31 December 2011 1 145,604 145,605 Profit for the year - 37,393 37,393 - 10,745 10,745 Dividends paid - (450) (450) Balance at 31 December 2012 1 193,292 193,293 NOTES Prior year adjustment 22(i) The statement above should be read in conjunction with the Notes on pages 70 to 93. Exploration & development expenditures/deferred costs Investment in subsidiaries Net cash provided by/(used in) investing activities (6,468) (12,412) (2,180) (3,035) (27,400) (26,378) (240) (12,338) - - (108,006) 62,980 (54,163) (38,790) (110,426) 47,608 Cash flows from financing activities Dividend paid Borrowings Net cash used in financing activities Net increase in cash (450) (450) (450) (450) 19,244 42,780 (1,768) 2,655 18,794 42,330 (2,218) 2,205 (35,369) 47,853 (67,514) 48,581 148,552 100,699 84,715 36,135 113,183 148,552 17,201 84,715 Cash and cash equivalents Beginning of year End of year 23 The statement above should be read in conjunction with the Notes on pages 70 to 93. 071 NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2012 Petromin PNG Holdings Limited (the Company) was established for purposes of the Petromin PNG Holdings Limited Authorisation Act (Petromin Act 2007) and was also incorporated in Papua New Guinea under the Companies Act 1997. The Company holds in trust, manages, nurtures and grows the assets in petroleum and mining projects on behalf of the Government of Papua New Guinea (“the State”) and its people. The Company was established in order to retain legal title to assets that are beneficially owned by the State. The Prime Minister honorable Peter O’Neil is the registered shareholder of the Company. The share is held on behalf of and in trust for the State subject to the constitution of the Company and The Trust Deed of 6 June 2007. Petromin PNG Holdings’ registered office and its principal place of business is located at Level 3, Petromin Haus,Section 45, Lot 5,Sir Hubert Murray Highway, Port Moresby, National Capital District. 2. ADOPTION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSS) 2.1 STANDARDS AND INTERPRETATIONS AFFECTING AMOUNTS REPORTED IN THE CURRENT PERIOD (AND/OR PRIOR PERIODS) The following new and revised Standards and Interpretations have been adopted in the current period and have affected the amounts reported in these financial statements. Details of other Standards and Interpretations adopted in these consolidated financial statements but that have had no impact on the amounts reported are set out in section 2.2. STANDARDS AFFECTING PRESENTATION & DISCLOSURE AMENDMENTS TO IAS 1 PRESENTATION OF ITEMS OF OTHER COMPREHENSIVE INCOME The amendments introduce new terminology for the statement of comprehensive income and income statement. Under the amendments to IAS1, the ‘statement of comprehensive income’ is renamed the ‘statement of profit or loss and other comprehensive income’ and the income statement’ is renamed the ‘statement of profit or loss’. The amendments to IAS 1 retain the option to present profit or loss and other comprehensive income in either a single statement or in two separate but consecutive statements. However, the amendments to IAS 1 require items of other comprehensive income to be grouped into two categories in the other comprehensive income section: (a) items that will not be reclassified subsequently to profit or loss and (b) items that may be reclassified subsequently to profit or loss when specific conditions are met. Income tax on items of other comprehensive income is required to be allocated on the same basis – the amendments do not change the option to present items of other comprehensive income either before tax or net of tax. The amendments have been applied 2.3 STANDARDS AND INTERPRETATIONS IN ISSUE NOT YET ADOPTED The Group has not applied the following new and revised IFRSs that have been issued but are not yet effective: STANDARD/ INTERPRETATION EFFECTIVE FOR ANNUAL REPORTING PERIODS BEGINNING ON OR AFTER EXPECTED TO BE INITIALLY APPLIED IN THE FINANCIAL YEAR ENDING IFRS 10 Consolidated Financial Statements 1 Jan 2013 31 Dec 2013 IFRS 11 Joint Arrangements 1 Jan 2013 31 Dec 2013 IFRS 12 Disclosure of Interests in Other Entities 1 Jan 2013 31 Dec 2013 IAS 27 Separate Financial Statements 1 Jan 2013 31 Dec 2013 The amendments introduce additional disclosures, designed to allow users of financial statements to improve their understanding of transfer transactions of financial assets (for example, securitisations), including understanding the possible effects of any risks that may remain with the entity that transferred the assets. The amendments also require additional disclosures if a disproportionate amount of transfer transactions are undertaken around the end of a reporting period. IAS 28 Investments in Associates and Joint Ventures 1 Jan 2013 31 Dec 2013 IFRS 13 Fair Value Measurement 1 Jan 2013 31 Dec 2013 IAS 19 Employee Benefits 1 Jan 2013 31 Dec 2013 Amendments to IFRS10, IFRS 11 and IFRS 12 Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities: Transition Guidance 1 Jan 2013 31 Dec 2013 AMENDMENTS TO IAS 12 DEFERRED TAX: RECOVERY OF UNDERLYING ASSETS Amendments to IFRSs (Annual Improvements 2009-2011 Cycle) 1 Jan 2013 31 Dec 2013 Disclosures – Offsetting Financial Assets and Financial Liabilities (Amendments to IFRS 7) 1 Jan 2013 31 Dec 2013 Offsetting Financial Assets and Financial Liabilities (Amendments to IAS 32) 1 Jan 2014 31 Dec 2014 IFRS 9 Financial Instruments 1 Jan 2015 31 Dec 2015 2.2 STANDARDS AND INTERPRETATIONS ADOPTED WITH NO EFFECT ON FINANCIAL STATEMENTS The following new and revised Standards and Interpretations have also been adopted in these consolidated financial statements. Their adoption has not had any significant impact on the amounts reported in these financial statements but may impact the accounting for future transactions or arrangements. AMENDMENTS TO IFRS 7 FINANCIAL INSTRUMENTS: DISCLOSURES Under the amendments, investment properties that are measured using the fair value model in accordance with IAS 40 Investment Property are presumed to be recovered entirely through sale for the purposes of measuring deferred taxes unless the presumption is rebutted. As a result of the amendments, SIC-21 Income Taxes - Recovery of Revalued Non-Depreciable Assets would no longer apply to investment properties carried at fair value. The amendments also incorporate into IAS 12 the remaining guidance previously contained in SIC-21, which is accordingly withdrawn. dividend income generally recognised in profit or loss. • with regard to the measurement of financial liabilities designated as at fair value through profit or loss, IFRS 9 requires that the amount of change in the fair value of the financial liability, that is attributable to changes in the credit risk of that liability is recognised in other comprehensive income, unless the recognition of the effects of changes in the liability’s credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. Changes in fair value attributable to a financial liability’s credit risk are not subsequently reclassified to profit or loss. Previously, under IAS 39, the entire amount of the change in the fair value of the financial liability designated as at fair value through profit or loss was recognised in profit or loss. retrospectively and hence the presentation of items of other comprehensive income has been modified to reflect the changes. Other than the above mentioned presentation changes, the application of the amendments to IAS 1 does not result in any impact on profit or loss, other comprehensive income and total comprehensive income. The directors anticipate that the application of IFRS 9 in the future may have a significant impact on amounts reported in respect of the Groups’ financial assets and financial liabilities. However, it is not practicable to provide a reasonable estimate of that effect until a detailed review has been completed. NEW AND REVISED STANDARDS ON CONSOLIDATION, JOINT ARRANGEMENTS, ASSOCIATES AND DISCLOSURES In May 2011, a package of five Standards on consolidation, joint arrangements, associates and disclosures was issued, including IFRS 10, IFRS 11, IFRS 12, IAS 27 (as revised in 2011) and IAS 28 (as revised in 2011). KEY REQUIREMENTS OF THESE FIVE STANDARDS ARE DESCRIBED BELOW. IFRS 9 FINANCIAL INSTRUMENTS IFRS 9, issued in November 2009, introduced new requirements for the classification and measurement of financial assets. IFRS 9 was amended in October 2010 to include the requirements for the classification and measurement of financial liabilities and for derecognition. KEY REQUIREMENTS OF IFRS 9: • all recognised financial assets that are within the scope of IAS 39 Financial Instruments: Recognition and Measurement to be subsequently measured at amortised cost or fair value. Specifically, debt investments that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortised cost at the end of subsequent accounting periods. All other debt investments and equity investments are measured at their fair values at the end of subsequent accounting periods. In addition, under IFRS 9, entities may make irrevocable election to present subsequent changes in the fair value of an equity investment (that is not held for trading) in other comprehensive income, with only 1. GENERAL INFORMATION PETROMIN I ANNUAL REPORT_2012 IFRS 10 replaces the parts of IAS 27 Consolidated and Separate Financial Statements that deal with consolidated financial statements. SIC 12 Consolidation - Special Purpose Entities will be withdrawn upon the effective date of IFRS 10. Under IFRS 10, there is only one basis for consolidation, that is, control. In addition, IFRS 10 includes a new definition of control that contains three elements: (a) power over an investee, (b) exposure, or rights, to variable returns from its involvement with the investee, and (c) the ability to use its power over the investee to affect the amount of the investor’s returns. Extensive guidance has been added in IFRS 10 to deal with complex scenarios. IFRS 11 replaces IAS 31 Interests in Joint Ventures. IFRS 11 deals with how a joint arrangement of which two or more parties have joint control should be classified. SIC 13 Jointly Controlled Entities - Non-monetary Contributions by Venturers’ will be withdrawn upon the effective date of IFRS 11. Under IFRS 11, joint arrangements are classified as joint operations or joint ventures, depending on the rights and obligations of the parties to the arrangements. In contrast, under IAS 31, there are three types of joint arrangements: jointly controlled entities, jointly controlled assets and jointly controlled operations. In addition, joint ventures under IFRS 11 are required to be accounted for using the equity method of accounting, whereas jointly controlled entities under IAS 31 can be accounted for using the equity method of accounting or proportionate consolidation. 073 NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2012 IFRS 13 establishes a single source of guidance for fair value measurements and disclosures about fair value measurements. The Standard defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements. The scope of IFRS 13 is broad; it applies to both financial instrument items and non-financial instrument items for which other International Accounting Standards require or permit fair value measurements and disclosures about fair value measurements, except in specified circumstances. In general, the disclosure requirements in IFRS 13 are more extensive than those required in the current standards. For example, quantitative and qualitative disclosures based on the three-level fair value hierarchy currently required for financial instruments only under IFRS 7 Financial Instruments: Disclosures will be extended by IFRS 13 to cover all assets and liabilities within its scope. IFRS 13 is effective for annual periods beginning on or after 1 January 2013, with earlier application permitted. The directors anticipate that the application of the new standard may affect certain amounts reported in the financial statements and result in more extensive disclosures in the financial statements. AMENDMENTS TO IFRS 7 AND IAS 32 OFFSETTING FINANCIAL ASSETS AND FINANCIAL LIABILITIES AND THE RELATED DISCLOSURES The amendments to IAS 32 clarify existing application issues relating to the offset of financial assets and financial liabilities requirements. Specifically, the amendments clarify the meaning The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all years presented, unless otherwise stated. The amendments to IFRS 7 are effective for annual periods beginning on or after 1 January 2013 and interim periods within those annual periods. The disclosures should be provided retrospectively for all comparative periods. However, the amendments to IAS 32 are not effective until annual periods beginning on or after 1 January 2014, with retrospective application required. The directors anticipate that the application of these amendments to IAS 32 and IFRS 7may result in more disclosure being made with regard to offsetting financial assets and financial liabilities in the future. ANNUAL IMPROVEMENTS TO IFRSS 2009 – 2011 CYCLE ISSUED IN MAY 2012 2.1 BASIS OF PREPARATION The consolidated financial statements of Petromin PNG Holdings Limited (the Company) has been prepared in accordance with the Papua New Guinea Companies Act 1997 and comply with International Financial Reporting Standards (IFRS), including International Financial Reporting Interpretations Committee (IFRIC) interpretations, and other generally accepted accounting practices in Papua New Guinea. The function currency used is Papaua New Guinea kina (PGK) and figures rounded off to the rearest thousands. The financial statements have been prepared under the historical cost convention. • amendments to IAS 16 Property, Plant and Equipment; and The preparation of the 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. The areas involving higher degrees of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 2.28. • amendments to IAS 32 Financial Instruments: Presentation. 2.2 BASIS OF CONSOLIDATION The Annual Improvements to IFRSs 2009 – 2011 Cycle include a number of amendments to various IFRSs. The amendments are effective for annual periods beginning on or after 1 January 2013. Amendments to IFRSs include: AMENDMENTS TO IAS 16 The amendments to IAS 16 clarify that spare parts, stand-by equipment and servicing equipment should be classified as property, plant and equipment when they meet the definition of property, plant and equipment in IAS 16 and as inventory otherwise. The directors do not anticipate that the amendments to IAS 16 will have a significant effect on the Group’s consolidated financial statements. AMENDMENTS TO IAS 32 The amendments to IAS 32 clarify that income tax relating to distributions to holders of an equity instrument and to transaction costs of an equity transaction should be accounted for in accordance with IAS 12 Income Taxes. The directors anticipate that the amendments to IAS 32 will have no effects on the Group’s consolidated financial statements. Other than as noted above, the adoption of the various International Accounting Standards and Interpretations in issue but not yet effective will not impact the group’s accounting policies. However, the pronouncements will result in changes to information currently disclosed in the financial statements. The group does not intend to adopt any of these pronouncements before their effective dates. Subsidiaries are all entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date on which control ceases. The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities assumed in a business combination are measured initially at their fair values on the date of acquisition, irrespective of the extent of any minority interest. The exces of the cost of adquisition over the fair value of the Group’s share of the identificable net assets adquired is recorded as part of retained earnings. If the cost of the acquisition is less than fair value of the net assets for the subsidiary acquired, the difference is recognised directly in the statement of comprehensive income. Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. 2.3 SEGMENT REPORTING Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decisionmaker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the steering committee that makes strategic decisions. 2.4 FOREIGN CURRENCY • Functional and presentation currency: Items included in these consolidated financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’).These consolidated financial statements are presented in Papua New Guinea Kina (Kina), which is the Group’s functional and presentation currency. IFRS 13 FAIR VALUE MEASUREMENT The amendments to IFRS 7 require entities to disclose information about rights of offset and related arrangements (such as collateral posting requirements) for financial instruments under an enforceable master netting agreement or similar arrangement. Unrealised losses are also eliminated unless the transaction provided evidence of an impairment of the asset transferred. The results of subsidiaries acquired or disposed off during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition or up to the effective date of disposal, as appropriate. Subsidiaries’ accounting policies have been changed where necessary to ensure consistency.with the policies adopted by the Group. The consolidated financial statements include the financial statements of the Company and its subsidiaries controlled by the Company. Subsidiaries are consolidated from the date on which every effective control is obtained and are no longer consolidated from the date of disposal. • Transactions and balances: In preparing the financial statements of the individual entities, foreign currency transactions are translated into Kina using the exchange rates in effect at the dates of the transactions. Outstanding foreign currency denominated monetary assets and liabilities are restated at the year-end exchange rate. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income. Non-monetary items measured at cost in foreign currencies are translated using the historical exchange rates at the date when the costs are determined. These five standards together with the amendments regarding the transition guidance are effective for annual periods beginning on or after 1 January 2013, with earlier application permitted provided all of these standards are applied at the same time. The directors anticipate that the application of these five standards will not have significant impact on amounts reported in the consolidated financial statements although the application of IFRS 11 may result in changes in the accounting of the Group’s jointly controlled entity that is currently accounted for using proportionate consolidation. Under IFRS 11, a jointly controlled entity may be classified as a joint operation or joint venture, depending on the rights and obligations of the parties to the joint arrangement. However, the directors have not yet performed a detailed analysis of the impact of the application of these Standards and hence have not yet quantified the extent of the impact. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES In June 2012, the amendments to IFRS 10, IFRS 11 and IFRS 12 were issued to clarify certain transitional guidance on the application of these IFRSs for the first time. of ‘currently has a legally enforceable right of set-off’ and ‘simultaneous realisation and settlement’. IFRS 12 is a disclosure standard and is applicable to entities that have interests in subsidiaries, joint arrangements, associates and/or unconsolidated structured entities. In general, the disclosure requirements in IFRS 12 are more extensive than those in the current standards. PETROMIN I ANNUAL REPORT_2012 2.5 CASH AND CASH EQUIVALENTS Cash and cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash with original maturities of three or less from dates of acquisition and that are subject to an insignificant risk of change in value. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet. Short term investments are short term placements with local banks with original maturities of more than three months. 075 NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2012 A. MINING Exploration and evaluation expenditure is carried forward in the financial statements, in respect of areas of interest for which rights of tenure are current and where: • such costs are expected to be recouped through successful development and exploitation of area of interest, or • exploration activities in the area of interest have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of recoverable mineral resources, and active and significant operations in relations to the area are continuing. • materials, which include drilling and maintenance stocks, are valued at the cost of acquisition; and • petroleum products, comprising extracted crude oil and condensate stored in tanks and pipeline systems, are valued using the full absorption cost method. • Inventories of broken ore, concentrate, work in process and metal comprises direct material, labour and transportation expenditure in bringing such inventories to their existing location and condition, together with an appropriate portion of fixed and variable overhead expenditure, based on weighted average costs incurred during the year in which such inventories were produced. Net relisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. Low value by-products which are obtained as a result of the production process for a primary product are valued at net realisable value with that value being offset against the cost of producing the main products. Inventories of consumable supplies and spare parts expected to be used in production are valued at weighted average cost. Obsolete or damaged inventories of such items are valued at net realisable value. A regular and ongoing review is undertaken to establish the extent of surplus items, and a provision is made for any potential loss on their disposal. Replacement and capital (or circulating) spare parts are capitalised, and depreciated over the same remaining life as the equipment with which they are associated. 2.8 OIL AND GAS ASSETS The cost of oil and gas assets in production are separately accounted for and include past exploration and evaluation costs, past development costs and on-going costs of continuing to develop reserves for production and to expand or replace plant and equipment and any associated land and building. B. OIL AND GAS Exploration and evaluation expenditures are accounted for under the successful efforts method. Exploration licence acquisition costs for established areas are initially capitalised except for new unexplored areas which are expensed as incurred. For exploration wells, costs directly associated with the drilling of wells are initially capitalised pending evaluation of whether potentially economic reserves of hydrocarbons have been discovered. Costs are expensed where the well does not result in the successful discovery of potentially economically recoverable hydrocarbons, unless the well is to be used in the recovery of economically recoverable hydrocarbons. 2.10 PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are stated at cost less accumulated depreciation and allowance for impairment, if any. Historical cost includes expenditures that is directly attributable to the acquisitions of the items. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the statement of comprehensive income during the financial year in which they are incurred. Land is not depreciated. Depreciation on other assets is calculated using the straight-line method to allocate the cost of each asset less residual value over its estimated useful life as follows: Buildings 20 % Plant and equipment 20 % Office equipment 10 % - 20 % Furniture and Fittings 7.5 % Motor Vehicles 20 % 2.11 IMPAIRMENT OF NON-FINANCIAL ASSET Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortization are reviewed for impairment wherever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash generating units). Value in use requires entities to make estimates of future cash flows to be derived from the particular asset, and discount them using a pre-tax market rate that reflects current assessments of the time value of money and the risks specific to the asset. Non-financial assets that suffer impairment are reviewed for possible reversal of the impairment at each reporting date. 2.12 FINANCIAL ASSETS The Group classifies its financial assets in the following categories: (a) at fair value through profit or loss; (b) loans and receivables; (c) held-to-maturity investments; and (d) availablefor-sale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition and re-evaluates this designation at every reporting date. At balance date the Group did not have financial assets in categories (a) and (c). a. Classification • Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and where management has no intention of trading. They are included in current assets, except for maturities greater than 12 months after the balance sheet date which are classified as non-current assets. The Group’s loans and receivables consist of trade and other receivables and cash and cash equivalents. Inventories are valued at the lower of cost and net realisable value. Cost is determined as follows: An assets carrying amount is writeen down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (note 2.12). • Available-for-sale financial assets Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months from the balance sheet date. The Group’s investments in deferred restotration expenditure, LNG FEED, antelope project and precious metal exploration are classified under this category (Note 11). b. Initial recognition and derecognition Regular purchases and sales of investments are recognized on trade-date - the date on which the Group commits to purchase or sell the asset. Investments are initially recognized at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognized at fair value and transaction costs are expensed in the statements of income. Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership c. Subsequent measurement Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables and held-to-maturity investments are carried at amortized cost using the effective interest method. Gains or losses arising from changes in the fair value of the ‘financial assets at fair value through profit or loss’ category, including interest and dividend income, are presented in the statements of income within ‘other operating income’ in the period in which they arise. Dividend income from financial assets at fair value through profit and loss is recognized in the statements of income as part of other income when the Company’s right to receive payment is established. Changes in the fair value of monetary securities denominated in a foreign currency and classified as available-for-sale are analyzed between translation differences resulting from changes in amortized cost of the security and other changes in the carrying amount of the security. The translation differences are recognized in profit or loss, and other changes in carrying amount are recognized in equity. Changes in the fair value of monetary securities classified as available-for-sale and non-monetary securities classified as available-for-sale are recognized in equity. d. Determination of fair value The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same and discounted cash flow analysis refined to reflect the issuer’s specific circumstances. e. Impairment 2.7 INVENTORIES The assets residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognized within other income. 2.9 DEFERRED COSTS Trade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for impairment. A provision for impairment of trade and other receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor and default or delinquency in payments are considered indicators that the trade and other receivables are impaired. The amount of the provision recognized in the statement of comprehensive income is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account. Costs in relation to producing areas are amortized on a production output basis. In relation to the Moran fields, exploration and development costs, along with any future expenditure necessary to develop the assumed reserves, are amortized over the remaining estimated economic life of the fields. 2.6 TRADE RECEIVABLES PETROMIN I ANNUAL REPORT_2012 The Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired. 077 NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2012 PETROMIN I ANNUAL REPORT_2012 (i) Crude oil Trade and other liabilities are recognized in the period in which the related money, goods or services are received or when a legally enforceable claim against the Group is established or when the corresponding assets or expenses are recognized. These are measured at amortised costs, normally equal to its nominal amount. Revenue from the sale of crude oil is recognised when all the following conditions are satisfied: • the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the crude oil sold; 2.18 COST AND EXPENSES • it is probable that the economic benefits associated with the transaction will flow to the entity; and Cost and expenses are recognized when incurred. • the costs incurred or to be incurred in respect of the transaction can be measured reliably. 2.19 LEASES Provisions are measured at the present value of the expenditure required to settle the restoration obligation at the reporting date, based on current legal and other requirements and technology. Future restoration costs are reviewed annually and changes in the estimate are reflected in the present value of the restoration provision at each reporting date. 2.15 EMPLOYEE BENEFITS A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and long service leave when it is probable that settlement will be required and they are capable of being measured reliably. Liabilities recognised in respect of employee benefits expected to be settled within 12 months, are measured at their nominal values using the remuneration rate expected to apply at the time of settlement. Liabilities recognised in respect of employee benefits which are not expected to be settled within 12 months are measured as the present value of the estimated future cash outflows to be made by the Group in respect of services provided by employees up to reporting date. Contributions to defined contribution superannuation plans are expensed when incurred. A provision for restoration and rehabilitation is recognized when the Group has a present obligation as a result of exploration, development and production activities undertaken, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount of the provision can be measured reliably. The estimated future obligations include the costs of removing facilities, abandoning sites/wells and restoring the affected areas. (ii) Gold and silver Gold and silver revenue is recognised upon delivery which is when the risks and benefits of ownership are transferred to the buyer, including when title passes. (iii) Interest revenue Interest revenue is recognised using the effective interest method, by reference to the principal outstanding and at the effective interest rate applicable. (iv) Management fees The core responsibility of Petromin PNG Holdings Limited (Petromin) is administration of various State owned petroleum and minerals assets. Petromin will manage the entities and incur related expenses. Petromin’s expenses will be funded through a monthly management fee payable by the entities in accordance with the respective Management Services Agreements. Revenue is recognised on an accrual basis in accordance with the substance of the relevant agreement. (v) Dividends Control of a right to receive consideration for the investment in assets is attained, usually evidenced by approval of the dividend at a meeting of shareholders. 2.17 GOODS AND SERVICES TAX Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except: • where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense; or The following specific recognition criteria must be net before revenue is cocognised; Leases, where the lessor retains substantially all the risks and rewards of ownership are classified as operating leases. Payments made under operating leases are charged to statements of income on a straight-line basis over the period of the lease. 2.20 DIVIDEND DISTRIBUTION 2.16 REVENUE Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, stock rotation, price protection, rebates and other similar allowances. Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows. • the amount of revenue can be measured reliably; 2.14 PROVISIONS • the Group has transferred to the buyer the significant risks and benefits of ownership of sale of crude oil; • for receivables and payables which are recognised inclusive of GST. The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables. 2.13 TRADE AND OTHER PAYABLES Dividend distribution to the shareholders is recognised as a liability in the group’s consolidated financial statements in the year in which the dividends are approved by the directors. 2.21 CURRENT AND DEFERRED INCOME TAX The income tax expense for the period comprises current and deferred tax. Tax is recognized in the consolidated statement of comprehensive income, except to the extent that it relates to items recognized other comprehensive income or directly in equity. In this case the tax is also recognized in other comprehensive income or directly in equity, respectively. The current income tax charge is calculated on the basis of the Papua New Guinea income tax laws enacted or substantively enacted at the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. Deferred income tax is recognised, using the balance sheet method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred income tax liabilities are recognised to the extent that it is probable that future taxable temporary differences exists. The Group reassesses at each balance sheet date the need to recognize a previously unrecognized deferred income tax liabilities. 2.22 GOVERNMENT GRANTS Government grants are assistance by the Government in the form of transfer of resources to the Group in return for past or future compliance with certain conditions relating to the operating activities of the entity. Government grants include government assistance where there are no conditions specifically relating to the operating activities of the Group other than the requirement to operate in certain regions or industry sectors. Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and the grants will be received. Government grants whose primary condition is that the Group should purchase, construct or otherwise acquire long-term assets are recognised as deferred income in the balance sheet and recognised as income on a systematic and rational basis over the useful lives of the related assets. Other government grants are recognised as income over the periods necessary to match them with the related costs which they are intended to compensate, on a systematic basis. Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognised as income of the period in which it becomes receivable. 2.23 BORROWINGS Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in profit or loss in the period in which they are incurred. 2.24 RELATED PARTY RELATIONSHIPS & TRANSACTIONS Related party relationships exist when one party has the ability to control, directly, or indirectly through one or more intermediaries, the other party or exercise significant influence over the other party in making financial and operating decisions. Such relationships also exist between and/or among entities which are under common control with the reporting enterprise, or between and/or among the reporting enterprise and its key management personnel, directors, or its stockholder. In considering each possible related party relationship, attention is directed to the substance of the relationship, and not merely the legal form. 079 NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2012 2.25 JOINTLY VENTURE OPERATIONS The group’s interests in jointly controlled entities are accounted for by proportionate consolidation. The group combines its share of the joint ventures’ individual income and expenses, assets and liabilities and cash flows on a line-by-line basis with similar items in the group’s financial statements. The group recognises the portion of gains or losses on the sale of assets by the group to the joint venture that is attributable to the other venturers. The group does not recognise its share of profits or losses from the joint venture that result from the group’s purchase of assets from the joint venture until it re-sells the assets to an independent party. However, a loss on the transaction is recognised immediately if the loss provides evidence of a reduction in the net realisable value of current assets, or an impairment loss. 2.26 COMPARATIVES Comparative amounts are, where appropriate, reclassified so as to be comparable with the figure presented for the current financial year. 2.27 EVENTS AFTER THE BALANCE SHEET DATE Post year-end events that provide additional information about the Group’s position at the balance sheet date (adjusting events) are reflected in the consolidated financial statements. Post year-end events that are not adjusting events are disclosed in the notes to the financial statements when material. 2.28 CRITICAL ACCOUNTING ESTIMATES In preparing the Group’s financial statements, management has made its best estimates and judgments of certain amounts, giving due consideration to materiality. The estimates, assumptions and judgments used in the accompanying financial statements are based upon management’s evaluation of the relevant facts and circumstances as of the date of the financial statements. The resulting accounting estimates will, by definition, seldom equal the related actual results. These estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group believes the following represent the summary of these significant accounting estimates, assumptions and judgments and their related impact and associated risks on the financial statements: CRITICAL ACCOUNTING ESTIMATE a. Provision for restoration and rehabilitation As part of the Groups’s environmental and social responsibility for mining and petroleum operations, they will incur expenses to rehabilitate the environment operated in, so as to reduce hazards and to the extent possible allow regrowth to occur naturally in restoring the area back to former condition. PETROMIN I ANNUAL REPORT_2012 The level of provision is based on past spending for rehabilitated areas and other factors such as labor and equipment usage estimated by external consultants and contractors as quoted to management. b. Unit of production method The Groups’s oil and gas assets and mine development costs are amortized based on unit of production which the assets is expected to be available and productive. In making this judgment, the Group evaluates, among other factors, the recent exploration, evaluation and development associated with the production of proved reserves. It is possible, however, that future results of operations could be materially affected by changes in the expected production of proved reserves. An increase in production of oil and gas would increase the amortization expense and decrease the costs of oil and gas assets as shown as non-current asset in the statement of financial position c. Estimated useful lives The useful life of each of the Group’s items of property and equipment is estimated based on the period over which the asset is expected to be available for use. Such estimation is based on a collective assessment of practices of similar business, internal technical evaluation and experience with similar assets. The estimated useful life of each asset is reviewed periodically and updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence and legal or other limits on the use of the asset. It is possible, however, that future results of operations could be materially affected by changes in the amounts and timing of recorded expenses brought about by changes in the factors mentioned above. A reduction in the estimated useful life of any item of property and equipment would increase the recorded operating expenses and decrease non-current assets. d. Allowance for impairment of inventories Allowance for impairment of inventories is maintained at a level considered adequate to provide for potential loss on inventory items. The level of allowance is based on past experience and other factors affecting the impairment of inventory items. An evaluation of inventories, designed to identify potential changes to allowance, is performed in a continuous basis throughout the year. Management uses judgment based on the best available facts and circumstances, including but not limited to evaluation of individual inventory items’ future utilization. The amount and timing of recorded expenses for any period would therefore differ based on the judgments or estimates made. An increase in allowance for impairment of inventories would increase the Group’s recorded expenses and decrease current assets. e. Foreign currency The Group’s transactions are denominated in Kina, US Dollar and Australian Dollar. Exploration costs are paid in Kina and US Dollar. On a monthly basis, the Kina transactions are greater than transactions denominated in US and Australian Dollar. The Board of Directors considers the Kina as the currency that most faithfully represents the economic effect of the underlying transactions, events and conditions. The Kina is the currency of the primary economic environment in which the Group operates. It is the currency in which the Group measures its performance and reports its results. As the indicators are mixed, management has applied its judgment in accordance with the Group accounting policy on foreign currency translation (Note 2.5) and has chosen Kina as the functional currency. f. Derivative financial Instruments The Group enters into derivative financial instruments to manage its exposure to price risk in relation to oil sales. Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognised in profit or loss immediately. Derivatives are measured at fair value in accordance with generally applied option and discounted cash flow pricing models. The models use market derived inputs and are classified as Level 2 in terms of Fair Value measurement. 081 NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2012 PETROMIN I ANNUAL REPORT_2012 3. REVENUE 5. ADMINISTRATIVE EXPENSES Oil sales Gold and silver sales Management fees THE GROUP THE COMPANY THE GROUP THE COMPANY 2012 2011 2012 2011 2012 2011 2012 2011 K’000 K’000 K’000 K’000 K’000 K’000 K’000 K’000 100,102 146,995 - - Staff costs 22,297 19,840 15,919 13,977 77,568 131,169 - - Consultancy and professional fees(i) 4,900 4,348 2,272 4,119 - - 11,666 12,800 Travel & accommodation 1,941 2,208 1,855 2,208 177,670 278,164 11,666 12,800 Office and property rental 1,637 697 24 175 Board expenses 1,258 1,659 1,258 1,659 Insurance cost 1,658 757 1,047 757 Utilities 2,233 2,707 854 942 4. COST OF SALES THE COMPANY THE GROUP 2012 2011 2012 2011 Mining levies 698 367 - - K’000 K’000 K’000 K’000 Bank charges 321 281 40 35 Transport and logistic cost 30,784 38,054 - - Sponsorships and donations 199 220 199 220 Joint venture expenses 19,999 23,762 - - Subscriptions 274 463 110 243 Direct mining cost 21,534 25,883 - - Repairs and maintenance 377 301 377 301 Mobile maintenance 13,239 17,431 - - Conference 357 219 321 219 9 3,285 4,260 - - 1,999 210 199 210 12 5,403 - - 979 33 - - 10,503 11,657 - - Impairment Expenses - - 10,745 - Power generation and maintenance 9,347 9,452 - - Other operating costs 6,596 6,155 5,103 3,532 Royalties 2,927 4,610 - - 47,724 40,465 40,323 28,597 Development levy 2,813 1,915 - - Community relation expenses 1,918 1,561 - - Exploration costs 3,981 7,393 - - 4,558 7,671 - - (674) (1,004) - - Audit fees 10,169 12,782 - - Taxation fees 139,786 165,426 - - NOTES Amortisation of oil and gas assets Provision for rehabilitation Milling cost Depreciation Stock movement Other operating expenses 13 Transport and fuel Licence fees (i) Consultancy and professional fees include auditor’s remuneration as follows: THE GROUP THE COMPANY 2012 2011 2012 2011 K’000 K’000 K’000 K’000 465 352 95 139 51 21 51 21 516 373 146 160 6. OTHER INCOME THE COMPANY THE GROUP 2012 2011 2012 2011 K’000 K’000 K’000 K’000 1 - 68,802* 25,000* Dividend/other income *The dividend relates to intercompany dividend paid by Eda Oil Limited. 083 NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2012 PETROMIN I ANNUAL REPORT_2012 7. FINANCE COSTS AND INCOME 9. OIL AND GAS ASSETS THE COMPANY THE GROUP THE GROUP 2012 2011 2012 2011 2012 2011 2012 2011 K’000 K’000 K’000 K’000 K’000 K’000 K’000 K’000 363,540 354,161 - - 3,388 9,379 - - 366,928 363,540 - - 146,025 141,765 - - 3,285 4,260 - - At 31 December 149,310 146,025 - - Net book amount (Note 10) 217,618 217,515 - - Finance costs Foreign exchange gains/(loss) Interest expenses THE COMPANY Cost or valuation: 2,204 (17,064) (1,550) (10,031) (1,510) (1,839) - - 694 (18,903) (1,550) (10,031) At 1 January Additions during the period At 31 December Accumulated amortisation: Finance income Interest revenue At 1 January 2,573 2,449 798 959 2,573 2,449 798 959 8. CURRENT AND DEFERRED TAXES Reconciliation between the provision for income tax computed at the statutory tax rate and the actual income tax provision as shown in the statements of income for the years ended December 31 follows: THE COMPANY THE GROUP Amortisation for the period 10. JOINT VENTURE The Group participates in various petroleum projects in the Southern Highlands Province of Papua New Guinea through joint venture arrangements. The principal activity of the joint venture arrangements is exploration and production of hydrocarbons. 2012 2011 2012 2011 K’000 K’000 K’000 K’000 Profit/(Loss) before tax (6,573) 55,819 48,138 131 Prima facie tax (9,113) 16,746 14,441 39 - - (14,441) (39) 31,246 37,925 - - 4,424 - - - Inventories 26,557 54,670 - - Other debtors and prepayments The Group’s interests is as follows: Petroleum Development License -Moran 20.50 % (This equates to an 11.275 % interest in PDL 5) The Group’s share of the assets and liabilities (net of accumulated amortisation and depreciation) employed in the Moran Joint Venture is included in the balance sheet under the following classifications: Add (deduct): Amounts not deductible (taxable) in the calculation of taxable income: Non-deductible items Adjustments to ACE and AEE* Deferred Tax Assets not recognised Income tax expense/(income) for the year 2012 2011 K’000 K’000 1,996 1,433 - 596 Property, plant and equipment (oil & gas) 231,891 218,060 Share of assets employed in the joint ventures 233,887 220,089 16,269 2,574 Net oil & gas assets 217,618 217,515 Income 100,102 148,269 Expenses (32,567) (47,246) 67,535 101,023 Current assets Non current assets The movements in the net deferred income tax assets/(liabilities) is as follows: Opening balance at beginning of the year Movement during the year (71,860) (68,519) - - (2,153) (3,341) - - (74,013) (71,860) - - Current liabilities Trade creditors Deferred income tax assets (liabilities), net at 31 December consist of: Deferred tax assets Unrealised foreign exchange loss and provisions Deferred tax on site restoration 895 3,312 - - 6,328 1,390 - - Property, plant and equipment - 185 - - Carried forward losses - (322) - - 7,223 4,565 - - (74,013) (71,860) - - (74,013) (71,860) - - Deferred tax liabilities: Fixed assets / Oil and gas assets Profit before income tax 085 NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2012 PETROMIN I ANNUAL REPORT_2012 11. DEFERRED COSTS 13. PROPERTY, PLANT AND EQUIPMENT THE COMPANY THE GROUP THE GROUP 2012 2011 2012 2011 K’000 K’000 K’000 K’000 Deferred restoration costs (i) 9,628 4,995 - - Investment in LNG FEED (ii) 67,134 43,897 - - Exploration and development costs (iii) 49,030 46,662 - - Precious metal exploration (iv) 11,259 12,253 - - 137,051 107,807 - - (i) Provision for well site restoration of Eda oil. (ii) Relates to exploration and feed expenses of PNG LNG through Kumul LNG Limited. (iii) Exploration costs in Elk and Entelope operated by InterOil through Eda LNG Limited. (iv) Relates to exploration costs of Tolukuma Gold Mines Limited and Eda Minerals Limted. LAND & BUILDING AT COST MOTOR VEHICLES AT COST FURNITURE & FITTINGS AT COST PLANT & EQUIPMENT AT COST OFFICE EQUIPMENT AT COST CAPITAL WORK-IN PROGRESS AT COST TOTAL K’000 K’000 K’000 K’000 K’000 K’000 K’000 Cost At 1 January 2012 41,431 1,001 1,302 102,373 2,595 4,538 153,240 Additions 1,788 120 21 4,155 362 22 6,468 Disposals - - - (20) - (611) (631) 43,219 1,121 1,323 106,508 2,957 3,949 159,077 (8,029) (591) (111) (96,642) (1,372) - (106,779) (900) (138) (100) (3,056) (398) - (4,559) 31 December 2012 (8,929) (729) (211) (99,698) (1,770) - (111,338) Net book amount 2011 33,402 410 1,191 5,731 1,223 4,538 46,461 Net book amount 2012 34,290 392 1,112 6,810 1,187 3,949 47,739 At 31 December 2012 Accumulated depreciation 1 January 2012 Depreciation 12. PROVISIONS THE GROUP THE COMPANY 2012 2011 2012 2011 K’000 K’000 K’000 K’000 Employee entitlements 1,876 2,931 613 551 Royalties 2,128 1,935 - - Mining levy 2,839 2,525 - - - 1,500 - 1,500 Cost 6,843 8,891 613 2,051 At 1 January 2012 Current Dividend THE COMPANY Long service leave Rehabilitation and restoration costs(i) Total provisions PROVISION FOR REHABILITATION AND RESTORATION COSTS (I) Balance at 1 January Provisions/(Write back) Balance at 31 December MOTOR VEHICLES AT COST FURNITURE & FITTINGS AT COST OFFICE EQUIPMENT AT COST TOTAL K’000 K’000 K’000 K’000 K’000 30,242 1,001 1,302 2,595 35,140 1,788 120 21 251 2,180 32,030 1,121 1,323 2,846 37,320 At 1 January 2012 (573) (299) (111) (847) (1,831) (802) (138) (100) (336) (1,376) Additions Non-current LAND & BUILDING AT COST At 31 December 2012 3,067 2,167 1,026 293 23,694 18,291 - - 26,761 20,458 1,026 293 Charges 33,604 20,458 1,026 293 At 31 December 2012 (1,375) (437) (211) (1,183) (3,206) Net book amount 2011 29,669 702 1,191 1,748 33,311 Net book amount 2012 30,655 684 1,112 1,663 34,114 2012 2011 K’000 K’000 18,291 20,739 5,403 (2,448) 23,694 18,291 Provision for restoration relates to the estimated costs associated with the restoration of sites for Tolukuma Gold mines Limited based on a report dated 1 January 2012 by external consultants, ENV Asia Pte Limited of Singapore. The cost is capitalised and will be amortised based on the expected life of mine. amortised using straight line method. Also included in the provision for restoration relates to the estimated costs associated with the restoration of sites for Eda Oil Limited operations that will be incurred at the conclusion of the economic life of the producing assets in which the company holds a participating interest. In 2012, the company recognised additional provision due to revised estimated restoration costs by the operator Accumulated depreciation 087 NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2012 PETROMIN I ANNUAL REPORT_2012 17. RELATED PARTY TRANSACTIONS AND BALANCES 14. CASH AND CASH EQUIVALENTS • Management fees to Petromin PNG Holdings Limited from Eda Oil Limited of K6.8 million and from Tolukuma Gold Mine Limited of K4.8 million. Cash at bank Petty cash Short term deposits Cash and cash equivalents 2012 2011 2012 2011 K’000 K’000 K’000 K’000 57,988 44,676 2,449 (309) 3 22 3 2 55,192 103,854 14,749 85,022 113,183 148,552 17,201 84,715 The group in its regular conduct of its business has entered into transactions with its subsidiaries consisting of cash advances and reimbursements of expenses and managements. Balances arising from these transactions outstanding at the reporting date are as follows: 2012 2011 2012 2011 K’000 K’000 K’000 K’000 Tolukuma Gold Mine Limited - - 34,042 2,510 Eda Oil Limited - - 172 - Eda Minerals Limited - - 2,104 12 Kumul LNG Limited - - 2,212 79 Eda LNG Limited - - 2,407 - Eda Kopa Limited - - 10,604 - Eda LNG ( Stanley) Limtied - - 168 - Eda Energy Limited - - 1,321 - Petromin Energy Limited - - 1,865 - - - 54,896 2,601 - - - 66,874 Non-current 15. TRADE AND OTHER RECEIVABLES Due from subsidiaries THE GROUP THE COMPANY 2012 2011 2012 2011 K’000 K’000 K’000 K’000 Trade receivables 17,701 18,266 - - Prepaid expenses 198 97 198 97 Other receivables 7,282 7,799 3,138 4,112 25,181 26,162 3,336 4,209 16. INVENTORIES THE COMPANY THE GROUP 2012 2011 2012 2011 K’000 K’000 K’000 K’000 13,205 12,829 - - Due to subsidiaries 845 512 - - Eda Oil Limited Consumable stock 20,639 22,925 - - Less: Provision for inventory obsolescence (5,841) (5,841) - - 28,848 30,425 - - Gold in circuit Oil stock THE COMPANY THE GROUP Current KEY MANAGEMENT COMPENSATION Key management personnel comprises of the Petromin PNG Holdings Limited Board of Directors and Petromin Executive management team. THE COMPANY THE GROUP Salaries and wages Other short term benefits 2012 2011 2012 2011 K’000 K’000 K’000 K’000 4,192 3,831 4,192 3,831 - - - - 4,192 3,831 4,192 3,831 During the financial year, the following transactions occurred between related parties: THE COMPANY THE GROUP 089 NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2012 PETROMIN I ANNUAL REPORT_2012 18. TRADE AND OTHER PAYABLES 20. INVESTMENT IN SUBSIDIARIES 2012 2011 2012 2011 2012 2011 2012 2011 K’000 K’000 K’000 K’000 K’000 K’000 K’000 K’000 Eda Oil Limited - - 40,030 40,030 Eda Minerals Limited - - 13,048 12,507 Current Trade payables Amounts due to MRDC Other creditors 11,792 12,284 - - - 5,077 - 5,000 Eda LNG Limited - - 46,691 46,690 15,114 7,608 459 1,901 Eda Kopa - - 100 4,753 26,906 24,969 459 6,901 Eda Energy - - 1 255 Petromin Energy - - 7,335 3,040 Tolukuma Gold Mines Limited - - - 3,369 - - 99,776 110,644 Non-current Amounts due to Gloco 45,567 29,298 - - Papua New Guinea Liquefied Natural Gas Global Company LDC, a limited duration company incorporated under the laws of the Commonwealth of the Bahamas (the “Borrower”) was organised to conduct certain activities of the Project outside of PNG, including the borrowing and on-lending to the Participants of Senior Debt, and the purchase and re-sale of Project LNG and Project Liquids. The Borrower is owned by each Participant in a percentage equal to its Project Interest.The aggregate carrying amount of trade and other payables approximate their fair values. 19. BORROWINGS THE COMPANY THE GROUP 2012 2011 2012 2011 K’000 K’000 K’000 K’000 2,376 2,376 2,376 2,376 901 - 901 - 3,277 2,376 3,277 2,376 Current Bank Loan – ANZ (i)/BNP Paribas (ii) Westpac Lease Non-current Bank Loan – ANZ/BNP Paribas Westpac Lease THE COMPANY THE GROUP THE COMPANY THE GROUP The group has the following subsidiaries at 31 December 2012: NAME OF SUBSIDIARY 38,661 11,122 11,989 - - - - 42,536 38,661 11,122 11,989 100 % PNG 31 December Eda Minerals Limited 100 % PNG 31 December Eda LNG Limited 100 % PNG 31 December Eda Kopa 100 % PNG 31 December Eda Energy 100 % PNG 31 December Petromin Energy 100 % PNG 31 December Tolukuma Gold Mines Limited 100 % PNG 31 December On performance of impairment analysis by the Management, an impairment of K10.75million was identified and processed in relation to Tolukuma Gold Mines Limited. This investment has been provided for in full as there was no active market or alternative impartial valuation method available. 21. SHARE CAPITAL THE COMPANY THE GROUP 2012 2011 2012 2011 K’000 K’000 K’000 K’000 1 1 1 1 22. RETAINED EARNINGS THE COMPANY THE GROUP (i)The ANZ Fully Drawn Loan (FDL) is the Petromin office building and the Westpac Lease is for the equipment purchase through the existing lease facility for Tolukuma Gold Mines Limited. The borrowing costs on the office building have been capitalised. (ii) The BNP Paribas bank facility is a rolling corporate facility organized through securitizing the Eda Oil assets oil based on production in 2012. The interest rate is at a margin of 5 % repayable every quarter. The first drawdown of USD12.1million in December 2011. This was fully repaid in 2012. The current balance represents a new pre-export finance facilty with ANZ bank entered into late Decmber 2012 for USD30 million at interest rate of 4.5 % (interest plus LIBOR) for 3 years. REPORTING DATE Eda Oil Limited 1 fully paid ordinary share @ K1.00 42,536 COUNTRY OF INCORPORATION SHAREHOLDING Balance at the beginning of the year Prior period adjustments – other (i) Profit for the year/period – Dividends paid 2012 2011 2012 2011 K’000 K’000 K’000 K’000 351,934 352,735 145,604 147,135 (2,082) - 10,745 289 (33,129) 1,149 37,393 130 (450) (1,950) (450) (1,950) 316,273 351,934 193,292 145,604 (i) The prior period adjustment relates shares of Tolukuma Gold Mines Limited, Eda Kopa, Petromin Energy, Eda Energy and Eda LNG (Stanley) transferred from intercompany to Shares and vice versa for prior years taken up appropriately in respective accounts. 091 NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2012 PETROMIN I ANNUAL REPORT_2012 23. RECONCILIATION OF CASH AND CASH EQUIVALENTS The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period according to computed percentage based on average movement of exchange rates during the year. THE COMPANY THE GROUP 2012 2011 2012 2011 K’000 K’000 K’000 K’000 Cash and cash equivalents, net of bank overdrafts 57,992 44,698 2,452 (306) Short term deposits 55,192 103,854 14,749 85,021 113,184 148,552 17,201 84,715 24. COMMITMENTS FOR EXPENDITURE A. CAPITAL EXPENDITURE Capital commitments outstanding as at 31 December 2012 is K34,386,519 being Eda LNG’s share of cost in relation to capital expenditure. Kumul LNG has capital commitments of K45,567,425 as at end of 31 December 2012. B. CANCELLABLE COMMITMENTS The Group has significant commitments in respect of its interest in PDL 5 through Eda Oil Limited and the Elk, Antelope project with InterOil Corporation. These commitments are considered voluntary and non binding thus the directors believe additional disclosure of these amounts is not warranted. 25. FINANCIAL RISK MANAGEMENT 25.1 FINANCIAL RISK FACTORS The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, fair value interest rate risk, cash flow interest rate and commodity price risk) ex, credit risk, liquidity risk and capital risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. Risk management is carried out by management under the direction of the Board of Directors (BOD). Management identifies and evaluates financial risks in close cooperation with the Group’s local management. The Group’s financial assets and liabilities comprise of cash and cash equivalents, trade and other receivables, provisions and trade and other payables which arise directly from its operations. A. MARKET RISK The Group’s activities expose it primarily to the financial risks of changes in foreign exchange rates and interest rates and oil prices. The Group measures the market risk exposures by cash flow forecasting. There has been no change from the prior year to the types of market risks the consolidated entity is exposed to. I. Foreign currency risk The Group operates internationally and is exposed to foreign exchange risk arising from various exposures primarily with respect to the US Dollar for oil sales and Australian Dollar for gold sales. Foreign exchange risk arises when recognized assets and liabilities and future commercial transactions are denominated in a currency that is not an entity’s functional currency. The Group’s significant foreign currency denominated monetary assets and liabilities as of 31 December are as follows: IN US DOLLARS 2012 2011 K’000 K’000 Current assets Cash 32,348 49,751 7,168 4,379 Net foreign currency denominated assets 39,516 54,130 Year-end exchange rate 0.4775 0.4690 Kina equivalent 82,756 115,416 Trade receivables IN AUSTRALIAN DOLLARS 2012 2011 K’000 K’000 Current liabilities Trade and other payables 5,327 Net foreign currency denominated liabilities 4,764 5,327 4,764 Year-end exchange rate 0.4709 0.4628 Kina equivalent 11,312 10,294 FOREIGN CURRENCY SENSITIVITY ANALYSIS The effect on profit (loss) for the period on reasonably possible changes in exchange rates are as follows: NET FOREIGN CURRENCY DENOMINATED ASSETS (LIABILITIES) CHANGES IN FOREIGN EXCHANGE RATES ii. Interest rate risk As the group has significant interest-bearing deposits, the group’s income and operating cash flows are substantially dependent on the changes in market interest rates. iii Price risk The group is exposed to crude oil price and gold price fluctuations and it is not the group policy to hedge this exposure. A 10 % increase/decrease in the gold price, with all other variables held constant would have resulted in an increase/ decrease in post-tax profit for the year of K17 million (2011 – K16 million). A 10 % increase/decrease in the oil price, with all other variables held constant would have resulted in an increase/decrease in post-tax profit for the year of K11 million (2011 – K12 million). B. CREDIT RISK The group uses an agent to ensure sales transactions are undertaken only with major oil companies. Payment terms are maintained at 30 days, in accordance with standard oil industry practice. Gold sales are made direct to AGR Matthey Refinery. Payment terms are in accordance with standard industry practice. The aging of the Company’s financial assets at 31 December that are subject to credit risk are as follows: CARRYING AMOUNT (K’000) NEITHER PAST DUE NOR IMPAIRED (K’000) 113,183 148,552 25,181 26,162 At 31 Dec 2012 Cash and cash equivalents At 31 Dec 2012 US Dollars US$7,186 +/- 10 % +/-K1.4 AU Dollars (AU$5,327) +/- 10 % +/-K1.1 Trade receivables Deposits At 31 Dec 2011 US Dollars US$115,416 +/- 10 % +/-K49 AU Dollars (AU$10,293) +/- 10 % +/-K4 The sensitivity rates used represent the rates of exchange between the foreign currency exchange rate at 31 December 2012 and 2011 and the use of hypothetical foreign currency exchange rates determined 30 days from the reporting date, during which management is expected to receive or settle the Group’s most significant financial assets or liabilities. 467 555 138,831 175,269 113,183 148,552 25,181 26,162 At 31 Dec 2011 Cash and cash equivalents Trade receivables Deposits i. Cash and cash equivalents To minimize credit risk exposure from its cash, the Company’s cash in banks and short-term deposits are deposited in banks that normally have good credit ratings. ii. Trade receivables Interest earned from term deposit for 2012 was K2.6 million (2011: K 2.4 million) at an average interest rate of 4.8 % (2011: 5 %). A 100 basis point increase/decrease in the interest rate with all other variables held constant would have resulted in an increase/decrease of post-tax profit for the year of K0.343 million (2011 - K 0.260 million). EFFECT ON PROFIT (LOSS) IN KINA (‘000) Neither past due nor impaired 467 555 138,831 175,269 The credit quality of receivables can be assessed by reference to past experience with the customer and its counterparty default rates. The customer has no significant credit andhistory of default risk. The account is fully collectible and no provision for allowance for doubtul was provided as of 31 December 2012 and not impaired) (Note 15). iii. Other receivables Other receivables consist of prepayments and goods and services tax and are deemed collectible by company management. iv. Deposits This account consist of term deposits with commercial banks in Papua New Guinea and Australia. C. LIQUIDITY RISK The Company aims to prudently manage liquidity risk by maintaining sufficient cash and other liquid assets or the availability of funding through uncommitted credit facilities. Liquidity is not considered a significant risk to the Company as all its funds are held as cash in the bank. At 31 December 2012, the Company had K113.2 million in cash and cash equivalents (2011 – K148.6 million). The Company’s financial liabilities are trade payables, other payables and current income tax set out in the balance sheet. These financial liabilities are expected to be settled within 12 months from the balance date. Prudent liquidity risk management implies maintaining sufficient cash and funds. The Group aims to prudently manage liquidity risk by maintaining sufficient cash and other liquid assets or the availability of funding through uncommitted credit facilities. Liquidity is not considered a significant risk to the Group as all its funds are held as cash in the bank. The Group only places funds in short-term placements which exceed the Company’s cash requirements. Placements are made based on cash planning assumptions and covers only a short period of time. The Company’s current liabilities amounting to K74 million as of 31 December 2012 (2011 – K69 million) comprise of trade and other payables, current income tax payable and provisions. On the other hand, current assets amounting to K167 million as of 31 December 2012 (2011 – K205 million) comprise of cash and cash equivalents, trade and other receivables, inventories and income tax receivable. The Company aims to maintain flexibility in funding its operations through efficient collection strategies and maintaining sufficient and available cash. 093 NOTES TO THE FINANCIAL STATEMENTS FOR YEAR ENDED 31 DECEMBER 2012 PETROMIN I ANNUAL REPORT_2012 The table below analyzes the Company’s financial liabilities into relevant maturity groupings based on the remaining period at the statement of financial position to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances equal their carrying balances, as the impact of discounting is not significant. 1 YEAR LESS THAN 1 YEAR K’000 AND 2 YEARS BETWEEN 1 AND 2 YEARS K’000 AND5 YEARS BETWEEN 2 AND 5 YEARS K’000 5 YEARS OVER 5 YEARS K’000 At 31 Dec 2012 Trade and other payables 26,906 - - - Provisions 33,604 - - - 3,277 42,536 - - 63,787 42,536 - - Trade and other payables 48,762 - - - Provisions 29,349 - - - Other payables 5,077 - - - Bank Ioan-FDL 2,376 38,661 - - 85,564 38,661 - - Bank Ioan-FDL In 31 December 2012, the group had contingent liabilities in respect of legal claims arising in the ordinary course of business. The group has disclaimed liability in all cases and is vigorously defending these actions. It is not practical to estimate the potential effect of these claims but legal advice indicates that any liability that may arise in the unlikely event these claims are successful will not be significant. No provisions have been recorded in respect of these items in the consolidated financial statements for the year ended 31 December 2012. 28. SUBSEQUENT EVENTS The National Government through the National Executive Council (NEC) has made a policy decision in March 2013 to re-structure the Company. As per the Policy Decision Number 67/2013, approved to dismantle Petromin through: 1. A transfer of assignment of its Petroleum assets/interest and attaching liabilities (including relevant employees to “ Kumul Petroleum Holding Limited”, 2. A transfer of its Mining assets/interests and assignment of attaching liabilities including relevant employees to “Kumul Mining Holding Limited’’, 3. Winding up of the company; and 4. Repeal of the Petromin Act. 25.2 CAPITAL RISK MANAGEMENT The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns to shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, obtain borrowings from banks or related parties and issue new shares or sell assets to reduce its debt. At 31 Dec 2011 27. CONTINGENT LIABILITIES The management considers the business from a product perspective since these are operated in one geographic location. The business are segregated into investment, hydrocarbons & minerals. The Board consider this to be a restructure. The restructure is to separate the mineral assets from petroleum and place these assets into different entities for prudent management of the state’s interest in all current and future projects. The actual implementation of the NEC decision and the financial implications are yet to be assessed and quantified. The segment information provided to the strategic steering committee for the reportable segments for the period ended 31 December 2012 is as follows: Agreement in principal but is not likely to have an impact on the current financial position of the entity. 26. SEGMENT REPORTING Management has determined the operating segments based on the reports reviewed by the Finance Department with the cooperation of the Board of Directors that are used to make strategic decisions. INVESTMENT HYDRO CARBONS MINERALS TOTAL Revenue - 100,102 77,568 177,670 Cost of sales - (32,580) (107,196) (139,786) Gross profit - 67,522 (29,628) 37,884 (29,618) (3,799) (14,308) (47,724) - - 1 1 (29,617) 63,723 (43,935) (9,839) (1,510) 3,063 (860) 694 798 1,763 11 2,573 (30,330) 68,549 (44,784) 6,572 - (22,133) (4,424) (26,557) (30,330) 46,416 (49,207) (33,129) Administrative expenses Other income Operating profit/(loss) Finance cost Finance income Profit (loss) before tax Income tax credit/(expense) Profit (loss) for the period 095 AUDIT REPORT PETROMIN I ANNUAL REPORT_2012 DELOITTE TOUCHE TOHMATSU DELOITTE TOWER, LEVEL 12 DOUGLAS STREET PORT MORESBY PO BOX 1275 PORT MORESBY NATIONAL CAPITAL DISTRICT PAPUA NEW GUINEA TEL: +675 308 7000 FAX: +675 308 7001 WWW.DELOITTE.COM/PG INDEPENDENT AUDIT REPORT TO THE MEMBERS OF PETROMIN PNG HOLDINGS LIMITED AND SUBSIDIARIES AUDIT OPINION We have audited the accompanying consolidated financial statements of Petromin PNG Holdings Limited and Subsidiaries comprises the consolidated statement of comprehensive income as at 31 December 2012, the consolidated statement of financial position, consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, a summary of significant accounting policies and other explanatory notes. In our opinion, DIRECTORS’ RESPONSIBILITY FOR THE FINANCIAL STATEMENTS 2. proper accounting records have been kept by the Company. The Directors of Petromin PNG Holdings Limited and Subsidiaries are responsible for the preparation and true and fair presentation of the consolidated financial statements in accordance with the International Financial Reporting Standards and the Companies Act 1997 and for such internal controls as the directors determine is necessary to enable the preparation of the consolidated financial statements that are free from material misstatements, whether due to fraud or error. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS 1. the consolidated financial statements of Petromin PNG Holdings Limited and Subsidiaries give a true and fair view of the Group’s consolidated financial position as at December 2012 and of the results of its operations and its cash flows for the year then ended in accordance with International Financial Reporting Standards; and comply with the Companies Act 1997 The financial report of Petromin PNG Holdings Limited and its Subsidiaries is in accordance with the Companies Act 1997 and proper accounting records have been kept by the Company. During the year ended 31 December 2012 we also provided Petromin PNG Holdings Limited with tax agency and corporate finance advisory services. AUDITORS’ RESPONSIBILITY Our responsibility is to express an opinion on the consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting estimates made by the directors, as well as evaluating the overall presentation of the consolidated financial statements. By: Suzaan Theron / Partner / Registered under the Accountants Act 1996 Dated this 31st day of May 2013. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. DELOITTE TOUCHE TOHMATSU This annual report has been printed on 100 %, chlorine free, carbon neutral stock that passes the ISO 14001 environmental management standard
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