February 2010

THEME 3 – State Participation
In The Oil and Gas sector
Oil and Gas Workshop for Ugandan Legislature February 2010
Objectives
 Understand different options for state participation in
the oil sector
Oil and Gas Workshop for Ugandan Legislature February 2010
Agenda
– The national context
– Different options for state participation
– NOC models and how they evolve
– Relationship of NOC to state
– NOC Mission – narrow or wide
– The role of the NOC v IOC
– Capital structure
– NOC Governance
Oil and Gas Workshop for Ugandan Legislature February 2010
Four Key Governance Functions
Policy
Monitoring
and Regulation
Commercial
Operations
Strategy
Source: Chatham House Good Governance Report
Oil and Gas Workshop for Ugandan Legislature February 2010
Demarcation of Governance
Functions
Source: Chatham House Good Governance Report
Oil and Gas Workshop for Ugandan Legislature February 2010
90% of the top 60 per capita
producers have some form of NOC
Producers without NOCs tend to be the
larger economies
less dependent on oil revenues
Oil and Gas Workshop for Ugandan Legislature February 2010
NOCs Control World Reserves
NOCs are the true 8uper Ma]ors
 NOCs hold the
keys to growth
 Control nearly 3/4
of global oil
reserves . . .
 . . . and more
than 60 per cent
of global gas
reserves
0 50 100 150 200 250 300
Saudi Aramco
NIOC
Gazprom
Iraqi NOC
PDVSA
KPC
ExxonMobil
RD/Shell
Qatar Petroleum
TotalFinaElf
Abu Dhabi NOC
Sonatrach
ENI SpA
PEMEX
BP
Oil (bn bbl)
Condensate (bn bbl)
Gas (bn boe)
Source: Marcel and Castelani
Oil and Gas Workshop for Ugandan Legislature February 2010
Why have an NOC?
Questions to Ask
1. What is the national development agenda?
2. What is the role of the oil and gas sector in the
national development agenda?
Direct state participation, typically via a National Oil
Company, is the norm when the oil and gas sector is
believed to be key to national development
Oil and Gas Workshop for Ugandan Legislature February 2010
Pros and Cons of NOCs
 Safeguard against dependence on
IOCs
 Optimize resource development
 National control
 Allows sole risk
 Develop management and technical
expertise
 Source of foreign currency
 Support of local service sector
 Control over operational decisions
 Direct country access to rent
 Could be catalyst for cost reduction
 Control reservoir management
 Help implement OPEC policies
 « State within a state »
 Development of oil and gas industry
slowed by bureaucratic processes
 Discourage IOC activity
 Becomes a drain on resources by
investing in un-economic/risky
projects
 Protects an inefficient support of
private sector
 Lower exposure to global industry
trends and technology
 Conservative strategy and
investment
Source Marcel and Castellani
Chatham House Good Governance Project
Oil and Gas Workshop for Ugandan Legislature February 2010
KEY NOC Choices
NOC Choice Options
Mineral Rights Exclusive Shared
Upstream Regulatory
Responsibility
None Some All
State Ownership 100% Majority Minority
Number of NOC’s Single Multiple
Mission Narrow Commercial Wide
National
Value Chain Upstream Midstream Downstream
Geography National Regional International
Capital Budget Government Budget Balance Sheet
Corporate Debt
Corporate Debt and
Public Equity
Risk Tolerance Low – carried interests
only
Development Risk High - exploration &
development Risk
Oil and Gas Workshop for Ugandan Legislature February 2010
NOC Governance – the Board
Unitary Board Non-Executive
Board
Executive Board Two-Tier Board




KPC
Saudi Aramco
Sonatrach
PDVSA
Petronas
ONGC
NNPC?
Statoil
Pemex
Petrobras
Sonangol

Pertamina
NIOC

Strengths
Executives supervise
operations and non-
executives guide policy
and ensure accountability.
Strengths
Alignment of NOC with
shareholder/stakeholder
interests. Ensures
accountability of NOC
executives.
Strengths
Strong on knowing what is
going on inside the
business.
Strengths
Separation of policy and
strategy in supervisory
board from operational
performance which is the
concern of the operational
board.
Weaknesses
Performance of the board
dependant on the
dynamics of the executive-
non-executive directors
relationship
Weaknesses
CEO can become
overpowerful if also
Chairman. Board can be
detached from operational
realities
Weaknesses
Chances of delivery of
fiduciary duty through
independent, critical
thought is low. Can be
weak on monitoring the
outside world.
Weaknesses
Potential for conflict and
competition between the
two tiers of board.

Supervisory Board
Operational Board

Managing Director
Executive Directors
Chairman Non Executive
Board
Chairman

CEO
Chairman
‘Independent’
Directors
Managing Director
Executive Directors
Range of
Practice
Who is on the
board?
How are they
appointed?
Oil and Gas Workshop for Ugandan Legislature February 2010
How is the NOC held to Account?
Regulators
Tax
HSE
Licensing
Procurement
Audit
NOC
SPC
Supreme Petroleum
Council or equiv.
IOCs
Local
Comm-
unities
Citizens
Judiciary
President/Sovereign
Prime Minister/
Cabinet
Reports &
Accounts
$
$
Ministries
Energy, Finance etc.
Budget
&
Accounts
NGOs
Unions
Media
Civil
Society
Executive
Parliament/
Congress
Legislature
Operators
Data
Disclosure&
Access
Public
Disclosure
& Scrutiny
Accountability Model
Internal External
Shareholders
&
Creditors
National context controls
on how accountability works in practice
Oil and Gas Workshop for Ugandan Legislature February 2010
Working Groups
 Review the profiles of the NOCs provided –
consider the mission of the NOC, the
implications for Governance and the
strengths and weaknesses of each choice
Oil and Gas Workshop for Ugandan Legislature February 2010
Statoil - Norway
NOC Options Options Chosen
Mineral Rights Shared
Upstream Regulatory
Responsibility
None
State Ownership Majority
Number of NOC’s Multiple (StatoilHydro and Petoro)
Mission Narrow Commercial
Value Chain Upstream Midstream Down
stream
Gas
Geography National Regional International
Capital Budget Corporate Debt and Public Equity
Risk Tolerance High - exploration & development Risk
Oil and Gas Workshop for Ugandan Legislature February 2010
Sonangol - Angola
NOC Choice Options
Mineral Rights Exclusive
Upstream Regulatory
Responsibility Some (Licensing)
State Ownership 100%
Number of NOC’s Single
Mission Wide
National
Value Chain Upstream Midstream Down-
stream
Gas
Geography National (but has some internationl activity)
Capital Budget Balance Sheet Corporate Debt
Risk Tolerance Development risk primarily but some exploration risk occasionally
Oil and Gas Workshop for Ugandan Legislature February 2010
NNPC - Nigeria
NOC Choice Options
Mineral Rights Shared
Upstream Regulatory
Responsibility
Some
State Ownership 100%
Number of NOC’s Single
Mission Wide
National
Value Chain Upstream Midstream Down
stream
Gas
Geography National
Capital Budget Government Budget
Risk Tolerance High - exploration & development Risk
(In practice tended to low risk activity)

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