Following recent discoveries of significant oil and gas reserves in regions with no or limited existing upstream oil and gas activities, many countries have reorganised, or are in the process of reorganising, their oil and gas regulatory regime in preparation for a ramp up in activity – from Cyprus in the East Mediterranean to Kenya, Tanzania and Mozambique in East Africa.
Part of this process of regulatory reform is likely to include a ‘new’ national oil company (“NOC” – an oil company fully, or majority, owned by a national government) – either a newly established NOC or an existing NOC with greatly expanded roles and responsibilities. In light of this, here are 5 key things for governments and new NOCs to think about.
Before considering the role of the NOC, the objectives of state participation in oil and gas assets must be clearly identified. These fall under two broad headings:
- commercial and fiscal objectives, where the aim of the state is to maximise the Government ‘take’, i.e. revenues (almost always either through a production sharing regime or a tax and royalty regime); and
- other predominantly non-commercial objectives, which can be both symbolic, i.e. the exercise of state control over the disposal of the hydrocarbon resource, and more practical, e.g. the development of local skills and expertise and the promotion of local content in upstream operations.
The approach taken in relation to state participation will significantly influence the roles and responsibilities given to the NOC.
Role of the NOC
The government will need to determine the role it expects the NOC to play in the upstream sector. For example:
- will the NOC take an interest in all upstream licences / production sharing contracts (“PSCs”)? If so, on what basis (as operator, or as a minority equity investor)?
- will the NOC be responsible for managing interactions with international oil companies (“IOCs”) on behalf of the government (e.g. evaluating applications for licences / PSCs)?
- will the NOC act as regulator in respect of the upstream oil and gas sector, or will there be a separate, arm’s length regulator?
- will the NOC own any infrastructure (e.g. offshore and onshore pipelines that fall outside the licence / PSC area)?
- what reporting obligations will the NOC have to the government?
- will the NOC be responsible for marketing the government’s share of production?
- will the NOC be able to pursue investment opportunities overseas?
In particular, whether the NOC has a minority investor role or an operator role will have a significant impact on the requirements of the NOC in relation to staffing and financing. As a minority investor the NOC’s interests tend to converge with those of the state (i.e. to encourage its partner to actively explore, while ensuring costs are controlled and a high standard of operations is maintained), whereas as an operator, the NOC will be required to have the capability to propose a development plan, raise money and manage a large project.
In addition, political and legal clarity regarding the NOC’s mandate, its source of financing, the activities it can undertake and the revenues it can generate is essential. In many cases it may be advisable for these to be set out in primary legislation, to promote certainty for investors.
Governments need to ensure that their strategy for state participation in the upstream sector is affordable. This is a particular consideration with new or young NOCs – sources of finance will be limited at the outset because there are little, or no, upstream revenues from production until commercial discoveries are made and developed. The NOC will therefore rely on government funding, including emergency borrowing in times of trouble (e.g. low oil price scenarios).
NOCs need clear revenue streams to meet day-to-day running costs and investment requirements as well as the ability to raise finance, with access to the capital and debt markets. Revenue streams for the NOC are often varied and unreliable. In addition, securing finance at the pre-discovery stage can be difficult. Even if the NOC is carried for its costs by IOCs pre-production, it will still need funding for staffing etc.
Good governance, transparency and accountability are extremely important. The government must ensure that the NOC has accountability to the state for its performance and its funding by monitoring the NOC’s costs, processes and performances through accounting and financial disclosure and risk management.
Staffing and training
NOCs need the appropriate level of staffing. As well as technical employees, secondary commercial roles as a minority investor may include managing service providers. If the NOC is operator it will also need accountants, marketers, economists and other administrative staff.
Staff will need appropriate skills and training. If, for example, the NOC is required to take on a greater role in the upstream sector, the NOC may not currently have the appropriate level of staff, in terms of numbers and capability. Training and capacity-building is very expensive, especially without proven reserves, so if this is necessary it needs to be taken into account at an early stage.