☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class |
Trading symbol |
Name of each exchange on which registered |
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American Depositary Shares |
WDS |
New York Stock Exchange |
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Ordinary Shares, no par value per share* |
New York Stock Exchange |
Large accelerated filer ☒ | Accelerated filer ☐ |
Non-accelerated filer ☐ |
Emerging growth company ☐ |
U.S. GAAP ☐ | International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ |
Other ☐ |
ANNUAL REPORT 2023
Woodside Energy Group Ltd (ABN 55 004 898 962) is the ultimate holding company of the Woodside group of companies. In this report, unless otherwise stated, references to ‘Woodside’, the ‘Group’, the ‘company’, ‘we’, ‘us’ and ‘our’ refer to Woodside Energy Group Ltd and/or its controlled entities, as a whole. The text does not distinguish between the activities of the ultimate holding company and those of its controlled entities.
This report contains references to woodside.com, and our Climate Transition Action Plan and 2023 Progress Report. These references are for the readers’ convenience only and are not incorporated by reference into this report. Similarly, the content of any other websites referred to in this report does not form part of it.
Please refer to section 6.7 - Glossary, units of measure and conversation factors for definitions of terms captured in this report.
This document is Woodside’s annual report on Form 20-F for the year ended 31 December 2023 (this “Annual Report”). Reference is made to our Australian Annual Report for the year ended 31 December 2023, which has been furnished to the U.S. Securities and Exchange Commission (the “SEC”) on a Report on Form 6-K on 27 February 2024 and includes information that has been omitted from this Form 20-F. Only information that is included in, or expressly incorporated by reference into, this Form 20-F shall be deemed to form a part of this Annual Report.
The SEC maintains an Internet website that contains reports and other information regarding issuers that file electronically with the SEC. Our filings with the SEC are available to the public through the SEC’s website at http://www.sec.gov.
No material on Woodside’s website forms any part of this Annual Report. References in this Annual Report to documents on Woodside’s website are included as an aid to the location of such documents and such documents are not incorporated by reference. References to websites and our Climate Transition Action Plan and 2023 Progress Report contained in this Annual Report (including all exhibits hereto) are provided for reference only; the information contained on the referenced websites or in the Climate Transition Action Plan 2023 are not incorporated by reference in this Annual Report.
IMPORTANT CAUTIONARY INFORMATION
This report contains forward-looking statements, greenhouse gas emissions data, industry, market and competitive position data and Woodside’s Financial Statements. Please refer to section 6.8 - Information about this report for important cautionary information relating to these matters.
NON-IFRS MEASURES
Certain parts of this report contain financial measures that have not been prepared in accordance with International Financial Reporting Standards (IFRS) and are also ‘non-GAAP financial measures’ (as defined in Item 10(e) of Regulation S-K under the US Securities Act of 1933, as amended). Refer to section 6.6 - Alternative performance measures for further details and a reconciliation of these measures to the most directly comparable IFRS measure presented in Woodside’s Financial Statements. These non-IFRS financial measures are defined in section 6.7 - Glossary, units of measure and conversion factors.
CLIMATE AND SUSTAINABILITY
Climate and sustainability considerations are factored into Woodside’s business activities and investment decisions. A summary of Woodside’s approach to climate change for 2023 and climate-related plans, are included in our Climate Transition Action Plan and 2023 Progress Report.
ACKNOWLEDGING COUNTRY
Woodside recognises Aboriginal and Torres Strait Islander peoples as Australia’s First Peoples. We acknowledge their connection to land, waters and the environment and pay our respects to ancestors and Elders, past and present. We extend this recognition and respect to First Nations peoples and communities around the world.
1
Cross-Reference table to be included in the Form 20-F
Item | Form 20-F Description | Reference in this report | ||||
1 | Identity of Directors, Senior Management and Advisors | Not applicable | ||||
2 | Offer Statistics and Expected Timetable | Not applicable | ||||
3 | Key Information | |||||
A | [Reserved] | Not applicable | ||||
B | Capitalisation and indebtedness | Not applicable | ||||
C | Reasons for the offer and use of proceeds | Not applicable | ||||
D | Risk Factors | Section 3.9 | ||||
4 | Information on the Company | |||||
A | History and development of the company | Section 1, 3 | ||||
B | Business overview | Section 1, 2, 3, 6.2, 6.3 | ||||
C | Organisational structure | Section 5.1, Exhibit 8.1 | ||||
D | Property, plants and equipment | Section 1.5, 3, 5.1, 6.5 | ||||
4A | Unresolved Staff Comments | None | ||||
5 | Operating and Financial Review Prospects | |||||
A | Operating results | Section 1, 2, 3, 5.1, 6.2 | ||||
B | Liquidity and capital resources | Section 2.2, 2.3, 6.2 | ||||
C | Research and development, patents and licenses, etc. | Section 4.2 | ||||
D | Trend information | Section 2.3, 5.1, 6.2 | ||||
E | Critical Accounting estimates | IFRS is applied in the Financial Statements | ||||
6 | Directors, Senior Management and Employees | |||||
A | Directors and senior management | Section 4.1 | ||||
B | Compensation | Section 4.3 | ||||
C | Board practices | Section 4.1 | ||||
D | Employees | Section 6.3 | ||||
E | Share Ownership | Section 4.3 | ||||
F | Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation | Not applicable | ||||
7 | Major Shareholders and Related Party Transactions | |||||
A | Major shareholders | Section 6.4 | ||||
B | Related party transactions | Section 4.3, 5.1 (Note E.3) | ||||
C | Interests of experts and counsel | Not applicable | ||||
8 | Financial Information | |||||
A | Consolidated Statements and Other Financial Information | Section 2.3, 5.1, 6.2 | ||||
B | Significant Changes | Section 5.1 (Note E.5) | ||||
9 | The Offer and Listing | |||||
A | Offer and listing details | Section 6.4, Exhibit 2.1 | ||||
B | Plan of distribution | Not applicable | ||||
C | Markets | Section 6.4 | ||||
D | Selling shareholders | Not applicable | ||||
E | Dilution | Not applicable | ||||
F | Expenses of the issue | Not applicable | ||||
10 | Additional Information | |||||
A | Share Capital | Not applicable | ||||
B | Memorandum and articles of association | Exhibit 2.1 | ||||
C | Material contracts | Not applicable | ||||
D | Exchange controls | Section 6.4 | ||||
E | Taxation | Section 6.4 | ||||
F | Dividends and paying agents | Not applicable | ||||
G | Statement by experts | Not applicable | ||||
H | Documents on display | Section 6.4 | ||||
I | Subsidiary Information | Section 5.1 (Note E.8), Exhibit 8.1 | ||||
11 | Quantitative and Qualitative Disclosures About Market Risk | Section 5.1 (Note A, C), 6.3 | ||||
12 | Description of Securities Other than Equity Securities | |||||
A | Debt Securities | Not applicable | ||||
B | Warrants and Rights | Not applicable | ||||
C | Other Securities | Not applicable | ||||
D | American Depositary Shares | Section 6.4, Exhibit 2.1 | ||||
13 | Defaults, Dividend Arrearages and Delinquencies | None | ||||
14 | Material Modifications to the Rights of Security Holders and Use of Proceeds | None | ||||
15 | Controls and Procedures | Section 4.1 | ||||
16 | [Reserved] | Not applicable | ||||
16A | Audit committee financial expert | Section 4.1 | ||||
16B | Code of Ethics | Section 4.1, Exhibit 11.1 | ||||
16C | Principal Accountant Fees and Services | Section 4.1 | ||||
16D | Exemptions from the Listing Standards for Audit Committees | Not applicable |
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16E | Purchases of Equity Securities by the Issuer and Affiliated Purchasers | Section 6.4 | ||
16F | Change in Registrant’s Certifying Accountant | Not applicable | ||
16G | Corporate Governance | Section 4.1 | ||
16H | Mine Safety Disclosure | Not applicable | ||
16I | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | Not applicable | ||
16J | Insider Trading Policies | Not applicable | ||
16K | Cybersecurity | Section 4.1, 6.3 | ||
17 | Financial Statements | Not applicable | ||
18 | Financial Statements | Section 5.1, 6.1, 6.2 | ||
19 | Exhibits | Exhibits |
3
Contents
4
1.1 Overview
About Woodside
We are a global energy company founded in Australia, providing reliable and affordable energy to help people lead better lives.
Driven by a spirit of innovation and determination, we established the liquefied natural gas (LNG) industry in Australia 35 years ago and today supply a growing base of customers.
We have reliably delivered gas to homes and businesses in Australia for decades, supporting the development of local industry and driving economic prosperity.
Following our merger with BHP’s petroleum business in 2022, we have become a larger supplier of energy to the world through an expanded global portfolio.
We are contributing to the energy transition by leveraging our track record of reliable operations, strong customer relationships and investing in new energy.
Our strategy is to thrive through this transition by developing a low cost, lower carbon, profitable, resilient and diversified portfolio.1
Our LNG in particular can help customers in Asia’s major economies meet their energy security needs, while also supporting their decarbonisation goals. We are also investing in new products and services that can help customers reduce or avoid their emissions.
We are working to reduce our net equity Scope 1 and 2 greenhouse gas emissions towards our aspiration of net zero by 2050 or sooner.2
Our quality global portfolio and strong balance sheet enables us to execute major projects today, while pursuing opportunities that will deliver Woodside’s next wave of growth. These opportunities are across gas, oil, new energy products and lower carbon services.
We balance our pursuit of growth with a disciplined investment approach, focused on financial returns and value for our shareholders.
We recognise that to maintain strong operational and financial performance, we need to run our business sustainably. We have a continued focus on safety, environmental and social performance and maintaining meaningful relationships with communities.
We are guided by our values, and we believe that our success is underpinned by our people and culture.
1 | Please see section 6.7 – Glossary, units of measure and conversion factors for a definition of how Woodside uses the term lower carbon portfolio. |
2 | Targets and aspiration are for net equity Scope 1 and 2 greenhouse gas emissions, relative to a starting base of 6.32Mt CO2-e which is representative of the gross annual average equity Scope 1 and 2 greenhouse gas emissions over 2016-2020 and which may be adjusted (up or down) for potential equity changes in producing or sanctioned assets with a final investment decision prior to 2021. Net equity emissions include the utilisation of carbon credits as offsets. |
5
1.2 Overview
2023 summary
1 | This is an alternative performance measure (APM) which is a non-IFRS measure that is unaudited. Woodside believes this non-IFRS measure provides useful performance information, however it should not be considered as an indication of, or as a substitute for, statutory measures as an indicator of actual operating performance (such as net profit after tax or net cash from operating activities) or any other measure of financial performance or position presented in accordance with IFRS. For more information on non-IFRS measures, including reconciliations to Woodside’s Financial Statements, refer to section 6.6 – Alternative performance measures. |
2 | Includes production of 186.1 MMboe (2022: 156.8 MMboe) from Woodside reserves and 1.1 MMboe (2022: 0.9 MMboe) from feed gas purchased from Pluto non-operating participants processed through the Pluto-KGP Interconnector. |
3 | Targets and aspiration are for net equity Scope 1 and 2 greenhouse gas emissions relative to a starting base of 6.32 Mt CO2-e which is representative of the gross annual average equity Scope 1 and 2 greenhouse gas emissions over 2016-2020 and which may be adjusted (up or down) for potential equity changes in producing or sanctioned assets with a final investment decision prior to 2021. Net equity emissions include the utilisation of carbon credits as offsets. |
4 | Subject to completion of the transaction, targeted in the first quarter of 2024. |
6
CREATING VALUE
We delivered a reported NPAT of $1,660 million, reflecting our strong operational performance amid a lower pricing environment.
Our full-year fully franked total dividend was 140 US cps which represents approximately 80% of underlying NPAT, the top end of our targeted dividend payout range.
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FINANCIAL STRENGTH
Our gearing of 12.1% is at the lower end of our target gearing range of 10-20%. Net debt increased in line with planned major capital expenditure.
We maintained our investment grade credit rating and ended the period with liquidity of approximately $7.8 billion.
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CONSISTENT OPERATIONS
We maintained strong operated LNG reliability at our assets, with Pluto achieving a reliability of 99.9% in the first five months of 2023 prior to the planned turnaround.
Our total recordable injury rate (TRIR) of 1.86 increased with 39 recordable injuries in 2023, compared to 30 in 2022. Woodside had a fatality in 2023.
Our production cost increased as 2023 includes 12 months of the merged portfolio and planned turnaround activities at Pluto, NWS and Ngujima-Yin.
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1 | Includes production of 1861.1 MMboe (2022:156.8 MMboe) from Woodside reserves and 1.1 MMboe (2022: 0.9 MMboe) from feed gas purchased from Pluto non-operating participants processed through the Pluto-KGP Interconnector. |
2 | This is an alternative performance measure (APM) which is a non-IFRS measure that is unaudited. Woodside believes this non-IFRS measure provides useful performance information, however it should not be considered as an indication of, or as a substitute for, statutory measures as an indicator of actual operating performance (such as net profit after tax or net cash from operating activities) or any other measure of financial performance or position presented in accordance with IFRS. For more information on non-IFRS measures, including reconciliations to Woodside’s Financial Statements, refer to section 6.6 – Alternative performance measures. |
3 | A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
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8
1.3 Overview
Chair’s report
At a time of rising cost of living pressures, we are tremendously proud to return value to our shareholders and communities.
Sadly, our 2023 performance was overshadowed by the fatality of our colleague Michael Jurman at the North Rankin Complex in June. We must improve on safety and do all we can to ensure everyone who works on Woodside’s assets and facilities returns home safely.
Creating value through performance
Record production from our expanded portfolio further established Woodside as a global energy supplier.
We achieved strong financial performance in 2023. While oil and gas prices eased from 2022’s record highs, robust product demand continued. In 2023, we recorded an annual net profit after tax of $1.7 billion and an underlying net profit after tax of $3.3 billion. Based on this, the Board has determined a fully-franked final dividend of 60 US cents per share, resulting in a total full-year dividend of 140 US cents per share.
When Woodside performs well, the communities in which we operate also benefit. In 2023, Woodside paid a record A$5 billion to the Australian Government in tax and royalty payments.
A clear growth strategy
Woodside’s strategy is to thrive through the energy transition, by building a low cost, lower carbon, profitable, resilient and diversified portfolio.1 Our pipeline of longer-term opportunities across different commodities supports this.
Our major growth projects including Sangomar, Scarborough and Trion are well placed to support the demand needs of our customers. Our strong performance and disciplined capital management will help us to meet this demand and continue delivering growth and returns.
Supporting the energy transition
In 2023, I spoke to many investors who want to learn more about our plans to respond to the challenges of climate change and this was a regular focus of Board meetings throughout the year.
We also continued to review our approach to Scope 3 targets in response to investor feedback and have decided to supplement our existing investment target with a new complementary emissions abatement target. We have evolved our climate disclosures, which will be put to an advisory shareholder vote at our 2024 Annual General Meeting. We will continue to listen carefully to investors to inform our approach, including how we consider future investments.
Reflecting on 2023, conflicts in the Middle East and Europe contributed to another volatile year on global energy markets. Coupled with a strong focus on energy security, this further indicates the transition will not be smooth or linear and our strategy needs to be responsive.
We are confident gas will continue to play a crucial role in the global energy mix, including as back up support for electricity grids powered by renewables. We are also working to diversify our portfolio into new energy products and lower carbon services.
Strong leadership
On behalf of the Board, it was a pleasure to welcome Ashok Belani who started as non-executive director on 29 January 2024. Ashok has extensive experience in new energy and petroleum sector decarbonisation and will be a valuable asset to the Woodside Board.
I would also like to thank our Chief Executive Officer Meg O’Neill and the entire Woodside team for another successful year. Meg is calm, methodical and inclusive. She is the right leader to seize the opportunities the energy transition brings and work through its challenges. Thank you also to our shareholders, for investing and placing your trust in Woodside.
In 2024, Woodside is celebrating its 70th anniversary and 40 years of production from the North West Shelf, the birthplace of Australia’s LNG industry. It is an opportunity to reflect on the significant contribution Woodside has made to Australia’s prosperity and regional energy security. We plan to build on this legacy for years to come.
Richard Goyder, AO
Chair of the Board
27 February 2024
1 | Please see section 6.7 – Glossary, units of measure and conversion factors for a definition of how Woodside uses the term lower carbon portfolio. |
9
1.4 Overview
Chief Executive Officer’s report
The past year has seen Woodside deliver record production while laying the foundations for future growth and value.
We bedded down our transition to a larger, global energy company following the merger with BHP’s petroleum business, working effectively as one team across multiple locations.
Safety must improve
When I reflect on 2023 I will always think of our colleague Michael Jurman, who lost his life while working at our North Rankin Complex. His death continues to affect many of us, and I again offer my deepest condolences to Michael’s family and friends.
Safety is our number one priority and we must improve. In 2023 we commissioned an external review of our safety systems and this will guide our efforts to improve safety performance.
Strong, reliable production
We achieved record full-year production of 187.2 MMboe (513 Mboe/day) from our expanded global portfolio. Reliability at Pluto LNG and the Karratha Gas Plant (KGP) in Western Australia was excellent at 98%. Planned turnarounds and maintenance activities were successfully completed at major assets.
This strong operational performance allowed us to leverage continued robust demand for our products. Operating revenue for 2023 was $14 billion, driving an annual reported net profit after tax of $1.7 billion.
We achieved this record production while continuing to reduce our net equity Scope 1 and 2 emissions, which in 2023 were 12.5% below our starting base (compared to 11% in 2022).1
Delivering the next wave of growth
During the year we made good progress at our key growth projects. By the end of 2023, our Scarborough Energy Project was more than 55% complete and on track for first LNG cargo in 2026.2 At year end, fabrication of the Pluto Train 2 modules was underway with six of the 51 complete, and site works were well progressed.
Key environmental approvals were accepted in late 2023 and following this our seismic program was successfully completed. Our sale and purchase agreement with LNG Japan, for the sale of a 10% equity interest in the Scarborough Joint Venture, was a key 2023 achievement.3
The Sangomar project off Senegal was 93% complete at the end of 2023, with 17 of 23 wells drilled and completed.4 The floating production storage and offloading (FPSO) facility sailed away from the Singapore shipyard in December. We are targeting first oil in mid-2024.
In June, we took a final investment decision (FID) on the Trion Project in the Gulf of Mexico. Procurement activities commenced for the floating production unit (FPU) materials and subsea equipment. We are targeting first oil from Trion in 2028.
In our new energy portfolio, we took FID on the Hydrogen Refueller @H2Perth. We are targeting supply of hydrogen to Western Australian industrial and public customers in 2025. We are also advancing several carbon capture and storage (CCS) projects. Progress is also being made on our proposed H2OK hydrogen project in Oklahoma, United States and the proposed Woodside Solar project near Karratha, Western Australia.
Sustainable performance
As Woodside’s global presence increases, our sustainability performance becomes ever more important. In 2023 we updated our Sustainability Strategy, further embedding sustainability performance into everything we do.
In closing, I am proud of the Woodside team and proud to work in this industry. I have seen first-hand how safe, reliable energy transforms lives. We cannot lose sight of this as we work towards a stable energy transition that benefits future generations.
Meg O’Neill
Chief Executive Officer and Managing Director
27 February 2024
1 | Targets and aspiration are for net equity Scope 1 and 2 greenhouse gas emissions, relative to a starting base of 6.32Mt CO2-e which is representative of the gross annual average equity Scope 1 and 2 greenhouse gas emissions over 2016-2020 and which may be adjusted (up or down) for potential equity changes in producing or sanctioned assets with a final investment decision prior to 2021. Net equity emissions include the utilisation of carbon credits as offsets. |
2 | The completions % excludes the Pluto Train 1 modifications project. |
3 | Subject to completion of the transaction, targeted in the first quarter of 2024. |
4 | The progress of the project has been updated to 93% following a 0.2% correction identified subsequent to the period. |
10
1.5 Overview
Focus areas
11
12
2.1 Strategy and Financial Performance
Woodside’s strategy
Woodside’s strategy is to thrive through the energy transition by building a low cost, lower carbon, profitable, resilient and diversified portfolio.1
There are three goals which drive Woodside’s strategic direction.
Firstly, we strive to have the right portfolio to provide the energy required for future demand. We play to our strengths, providing oil and gas to our customers while advancing new energy products and lower carbon services. Climate is an integrated part of our strategy and we assess investment decisions against a wide range of considerations including climate outcomes. This is important as the demand from our customers becomes increasingly shaped by their decarbonisation goals.
Secondly, we want to create and return value to our shareholders. Our capital management framework aims to optimise value, balance strong shareholder returns, and invest in quality opportunities.
Finally, we aim to conduct our business sustainably. To achieve this, we need to manage our impact on people, communities and the environment in which we operate. The safety of our people and a strong focus on managing our net equity Scope 1 and 2 emissions to meet our targets is critical to the longevity of our business.
All three goals are critical to ensuring that Woodside delivers its strategy and thrives through the energy transition.
1 | Please see section 6.7 - Glossary, units of measure and conversion factors for a definition of how Woodside uses the term lower carbon portfolio. |
13
2.2 Strategy and Financial Performance
Capital management
Woodside’s capital management framework provides us with the flexibility to optimise value and shareholder returns delivered from our portfolio of opportunities.
CAPITAL MANAGEMENT
Our disciplined and responsible approach to investment ensures we manage financial risks and maintain a strong financial position, enabling us to maximise the value we deliver to our shareholders.
With a robust capital management framework in place, we are striving to ensure that Woodside remains a resilient and diversified company in the future.
Our capital investment requirements are primarily funded by our operating cash flows, which we augment or distribute with a number of capital management levers:
• | Debt management, enabling continued access to premium debt markets at a competitive cost to support our growth activities and managing the debt maturity profile of our debt portfolio. Our gearing target is 10-20% and we continue to target maintaining an investment grade credit rating. |
• | Shareholder returns, to reward our shareholders appropriately. Our dividend policy aims to pay a minimum of 50% of NPAT excluding non-recurring items (underlying NPAT), with a target payout ratio between 50% and 80%. Our dividend reinvestment plan (DRP) remains suspended. |
• | Hedging, to protect the balance sheet against the commodity cycle. |
• | Focused expenditure management, enabling prudent and efficient deployment of capital to support delivery of our operating asset and growth opportunities. |
• | Participating interest management, enabling us to balance capital investment requirements, project execution risk and long- term value. |
14
CAPITAL ALLOCATION
Woodside’s high margin portfolio is made up of quality assets which have the scale and resilience to deliver ongoing value. Woodside’s disciplined capital allocation approach includes robust assessment of opportunities, portfolio outcomes and shareholder returns while maintaining focus on safe, reliable and efficient operations.
Our global portfolio includes LNG, oil and gas assets across Australia, the Gulf of Mexico, the Caribbean, Senegal, Timor-Leste and Canada.
We are weighted towards LNG, which we expect to play a sustained role through the energy transition as our customers seek to reduce their emissions. Our LNG assets are geographically advantaged.
Our domestic gas assets deliver steady cash flows, resilience to commodity prices and provide reliable returns.
In our oil assets, we seek high cash generation and shorter payback periods, which boosts our funding capabilities in the short-term, while remaining resilient in the long-term as the demand for oil decreases.
We strive to operate our assets safely, reliably and efficiently to deliver the best value to our customers.
We have major projects in execution phase that will deliver Woodside’s next wave of growth. In Senegal, the Sangomar Field Development Phase 1 is targeting first oil in mid-2024. The Scarborough Energy Project in Australia is targeting first LNG cargo in 2026. In Mexico, the Trion Project achieved a FID in June 2023 and is targeting first oil in 2028.
We have carbon capture and storage (CCS) opportunities in Australia and are progressing hydrogen and ammonia projects in Australia, the United States and New Zealand.
Our investment decisions for both organic and inorganic opportunities are informed by energy market analysis including supply, demand and price outlooks. We test the robustness of potential investments against a wide range of scenarios to support our investment decisions, with the goal of remaining profitable and resilient through various commodity cycles and climate outcomes.
Our capital allocation framework sets target investment criteria for oil, gas and new energy opportunities. We use this capital allocation framework to create a diversified and flexible portfolio, which we believe allows us to respond to changes in demand and supply for our products.
1 | CCUS refers to carbon capture utilisation and storage. |
2 | Payback refers to RFSU + X years. |
3 | Targets and aspiration are for net equity Scope 1 and 2 greenhouse gas emissions relative to a starting base of 6.32 Mt CO2-e which is representative of the gross annual average equity Scope 1 and 2 greenhouse gas emissions over 2016-2020 and which may be adjusted (up or down) for potential equity changes in producing or sanctioned assets with a final investment decision prior to 2021. Net equity emissions include the utilisation of carbon credits as offsets. |
15
When assessing opportunities, we consider a broad range of portfolio evaluation and opportunity evaluation factors relevant to the opportunity. These assessments can apply to acquisitions or divestments, and for evaluating the impact of a new project on the portfolio.
SUSTAINABILITY
Our Sustainability Strategy supports our Corporate Strategy and Purpose and places an increased focus on those sustainability topics most relevant to our current business activities. We apply a sustainability mindset to guide decision making at all levels of the business. Our Sustainability Strategy aims to embed environment, social and governance performance in everything we do.
As described further in section 3.8 - Climate and sustainability, in 2023, our sustainability activities and disclosures continued to evolve in response to the strategic importance of sustainability topics, emerging mandatory sustainability standards and investor priorities.
1 | Illustrative of the considerations. Not an exhaustive list. |
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2.3 Strategy and Financial Performance
Financial overview
KEY METRICS
The financial summary below includes both IFRS and non-IFRS measures. Woodside uses various alternative performance measures (APM) which are non-IFRS measures to reflect our underlying performance. These measures are identified below and are reconciled to Woodside’s Financial Statements in section 6.6 - Alternative performance measures.
2023 | 2022 | 2021 | ||||||||||||
Operating revenue |
$ million |
13,994 | 16,817 | 6,962 | ||||||||||
EBITDA excluding impairment1 |
$ million |
9,363 | 11,234 | 4,135 | ||||||||||
EBIT1 |
$ million |
3,307 | 9,186 | 3,493 | ||||||||||
Net profit after tax (NPAT)2,3 |
$ million |
1,660 | 6,498 | 1,983 | ||||||||||
Underlying NPAT1 |
$ million |
3,320 | 5,230 | 1,620 | ||||||||||
Net cash from operating activities |
$ million |
6,145 | 8,811 | 3,792 | ||||||||||
Dividends distributed |
$ million |
4,253 | 3,088 | 404 | ||||||||||
Final dividend determined |
$ million |
60 | 144 | 105 | ||||||||||
Earnings |
US cps |
87.5 | 430.0 | 206.0 | ||||||||||
Gearing1,7 |
% |
12.1 | 1.6 | 21.9 | ||||||||||
Production volumes8 |
||||||||||||||
Gas |
MMboe |
128.3 | 113.8 | 73.3 | ||||||||||
Liquids |
MMboe |
58.9 | 43.9 | 17.8 | ||||||||||
Total |
MMboe |
187.2 | 157.7 | 91.1 | ||||||||||
Sales volumes |
||||||||||||||
Gas |
MMboe |
144.1 | 125.0 | 93.7 | ||||||||||
Liquids |
MMboe |
57.4 | 43.9 | 17.9 | ||||||||||
Total |
MMboe |
201.5 | 168.9 | 111.6 |
1. | These are alternative performance measures (APM) which are non-IFRS measures that are unaudited. Woodside believes these non-IFRS measures provide useful performance information, however they should not be considered as an indication of, or as a substitute for, statutory measures as an indicator of actual operating performances (such as net profit after tax or net cash from operating activities) or any other measure of financial performance or position presented in accordance with IFRS. For more information on non-IFRS measures, including a reconciliation of these measures to the most directly comparable financial measure calculated and presented in accordance with IFRS in Woodside’s Financial Statements, refer to the section 6.6 - Alternative performance measures. |
2. | Net profit after tax attributable to equity holders of the parent. |
3. | The global operations effective income tax rate (EITR) is 27.5%. As a result of the final investment decision to develop the Trion resource in 2023, the de-recognition of the Pluto PRRT deferred tax asset (DTA) and the impact of impairments, global EITR has reduced from an underlying 31% to 27.5%. The EITR is calculated as Woodside’s income tax expense or benefit divided by profit or loss before income tax. EITR was ~31% for 2022 and ~32% for 2021. |
7. | The total interest-bearing liabilities used to calculate gearing in 2023 includes $9 million of capitalised costs to be amortised within the next 12 months. This aligns to Note C.2 of section 5 - Financial Statements. |
8. | Includes production of 186.1 MMboe (2022: 156.8 MMboe) from Woodside reserves and 1.1 MMboe (2022: 0.9 MMboe) from feed gas purchased from Pluto non-operating participants processed through the Pluto-KGP Interconnector. |
17
CAPITAL MANAGEMENT
Final dividend and dividend reinvestment plan
A 2023 fully franked final dividend of 60 US cps has been determined. The total amount of the final dividend payment is $1,139 million which represents approximately 80% of underlying NPAT for the second half of 2023.1
The dividend reinvestment plan (DRP) remains suspended.
Liquidity and debt service
Woodside’s primary sources of liquidity are cash and cash equivalents, net cash generated by operating activities, unused borrowing capacity under its bilateral facilities and syndicated facilities, issuances of debt or equity securities, and other sources, such as sales of non-strategic assets.
During the year, Woodside generated $6,145 million of cash flow from operating activities and delivered positive free cash flow of $560 million.2,3
Woodside increased its standby debt facilities from $4,050 million to $6,050 million and repaid $284 million of maturing debt. At the end of the period, drawn debt was $4,874 million, with no principle debt payable in 2024 and liquidity was $7,790 million.
Additional details of Woodside’s credit facilities, including total commitments, maturity and interest, and amount outstanding as at 31 December 2023, can be found in section 5 - Financial Statements and Note C.2 to the audited Financial Statements of Woodside as at 31 December 2023 and 2022.
Woodside’s principal ongoing uses of cash are to meet working capital requirements, fund debt obligations and finance Woodside’s capital expenditure and acquisitions. We believe working capital is sufficient for our present requirements.
Woodside’s capital expenditure for 2024 is expected to be between $5,000 million and $5,500 million primarily due to Sangomar, Scarborough and Trion project expenditure. This excludes the impact of any subsequent asset sell-downs, acquisitions or other changes in equity. We are targeting first oil in mid-2024 for Sangomar, first LNG cargo in 2026 for Scarborough and first oil in 2028 for Trion.
Woodside has no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on the Woodside’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Balance sheet
Woodside’s commitment to an investment grade credit rating remains unchanged and supports Woodside’s aims of providing sustainable returns to shareholders and investing in future growth opportunities, in accordance with our capital allocation framework. In 2023, Woodside’s credit ratings of BBB+ and Baa1 by S&P Global and Moody’s respectively were both maintained.4
Woodside’s gearing at the end of 2023 was 12.1%, within the lower end of our target range of 10-20%. Woodside’s gearing may at times fall outside the target range of 10-20% as the balance sheet is managed through the investment cycle.5
Commodity price risk management
Woodside hedges to protect the balance sheet against downside commodity price risk, particularly during periods of high capital expenditure.
Woodside hedged approximately 22 MMboe of 2023 volumes. The realised value of these oil price hedges was a pre-tax expense of approximately $200 million.
As at 31 December 2023, Woodside has placed oil price hedges for approximately 29 MMboe of 2024 production at an average price of approximately $76 per barrel.
Woodside has also placed hedges for Corpus Christi LNG volumes to protect against downside pricing risk. These hedges are Henry Hub and Title Transfer Facility (TTF) commodity swaps. An average of 63% of 2024 volumes and 17% of 2025 volumes have reduced pricing risk as a result of hedging activities.
1 | Underlying NPAT is a non-IFRS measures. Refer to section 6.6 - Alternative performance measures for a reconciliation of these measures to Woodside’s Financial Statements. |
2 | Free cash flow is a non-IFRS measure. Refer to section 6.6 - Alternative performance measures for a reconciliation of these measures to Woodside’s Financial Statements. |
3 | Cash flow from operating activities less cash flow from investing activities. |
4 | Credit ratings are forward-looking opinions on credit risk. S&P Global’s and Moody’s credit ratings express the opinion of each agency on the ability and willingness of Woodside to meet its financial obligations in full and on time. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by an assigning rating agency. Any rating should be evaluated independently of any other information. |
5 | Gearing and net debt are non-IFRS measures. Refer to section 6.6 - Alternative performance measures for a reconciliation of these measures to Woodside’s Financial Statements. |
18
2.4 Strategy and Financial Performance
Energy markets
Geopolitical events continued to disrupt energy markets throughout 2023, reinforcing the importance of providing customers with reliable, affordable and secure energy.
Recent events, including the energy security situation in Europe and the conflict in the Middle East, have resulted in both positive and negative drivers for the energy transition. Increased demand for oil and natural gas has highlighted the need for continued production of and investment in hydrocarbons, while policy support for renewables and lower carbon services has continued to be robust.
MACROECONOMIC
The global economy proved resilient in 2023 despite the dual challenges of persistently high inflation levels and rising interest rates; gross domestic product (GDP) grew at 3.0%.1 Hawkish monetary policy from 2022 was adopted, curbing inflation. Many advanced economies are passing peak interest rates; however, longer-term macroeconomic impacts of policy are unknown.
China presents uncertainty as the economy struggles with tepid demand, lower confidence and the real estate sector faces liquidity issues. However, recent government stimulus is a positive sign for future growth enabling China to meet its 2023 official GDP growth target of approximately 5%.
The world’s population is expected to increase by approximately two billion people by 2050 and GDP is forecast to almost double, driving increased energy demand.2
OIL
OPEC+ continues to exert control in balancing oil markets and has committed to further production cuts in 2024.3 However, non-OPEC production volumes, particularly in the US Lower 48, Canada, Brazil and Guyana will continue to grow into 2024 potentially offsetting OPEC+ cuts.
Dated Brent averaged US$83/bbl in 2023, 18% below average 2022 prices which were elevated by the energy crisis, and 14% above the five-year average.4 Oil prices are expected to remain elevated into 2024 supported by a geopolitical risk premium, OPEC+ production management and a slower growth rate for non-OPEC production.
LIQUIFIED NATURAL GAS
In 2023, global gas markets began to rebalance but remained tight, exacerbated by Russian LNG sanction uncertainty. Although North East Asian LNG prices averaged half of 2022 average prices at US$14/MMBtu, global gas prices remain robust and consistent with long-term expectations.4 Wood Mackenzie forecasts in its base case scenario that global LNG demand will grow 53% to 2033, supported by growth in Europe (until 2029), China, and emerging Asian markets.5
NEW ENERGY PRODUCTS
Globally, investment in new energy technology has increased, spurred by government incentives such as REPowerEU and the US Inflation Reduction Act and a common goal to reduce long-term emissions. Subsidies have driven early growth in wind and solar followed by refinement of technology and large-scale manufacturing which has improved affordability. Although the environment for new energy products remains challenged by uncertainty in proving technologies, securing future demand for product, lack of clarity on the application of incentives, and unfavourable project economics, Woodside believes that new energy products will play an important role in the energy transition.
AUSTRALIAN DOMESTIC GAS MARKETS
The Australian domestic gas market experienced supply shortfalls in 2023 as demand outpaced supply. In Western Australia, demand was supported by the progressive retirement of coal fired power generation, numerous outages and project delays. Demand is expected to exceed supply by up to 11% until 2029 with an increasing supply gap to 2032 as coal supply is retired.6 Despite the Federal government implementing a price cap of A$12/GJ for new supplies in 2023 to improve affordability, further investment in supply and infrastructure will be needed in the future to ensure that demand can be met.
1 | International Monetary Fund, January 2024. “World Economic Outlook Update”. |
2 | Wood Mackenzie, September 2023. “Energy Transition Outlook 2023”. |
3 | OPEC Monthly Oil Market Report, January 2024. |
4 | Thompson Reuters Eikon. |
5 | Wood Mackenzie, October 2023. “Global Gas Investment Horizon Outlook”. |
6 | Australian Energy Market Operator, 2023. “Western Australian Gas Statement of Opportunities”. |
19
2.5 Strategy and Financial Performance
Business model and value chain
Woodside’s business model seeks to optimise returns across the value chain by prioritising competitive growth opportunities; utilising our operational, development and technological capabilities; and investing in customer relationships.
2023 examples
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Acquire, divest, explore and develop We manage our portfolio through acquisitions, divestments and exploration, based on a disciplined approach to optimising shareholder value and appropriately managing risk. We look for material positions in world-class assets and basins that are aligned with our capabilities and existing portfolio. We are focused on value and look to generate low cost, lower carbon development opportunities. During the development phases, we aim to optimise value by selecting the best concept for extracting, processing and delivering energy to our customers.
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Took FID on the Trion Project in June 2023.
Achieved the sale of a 10% equity interest in the Scarborough Joint Venture.1 |
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Project execution We are building on decades of project execution expertise, investing in opportunities across the globe. Woodside is benefitting from the increased scope and scale of its projects portfolio through knowledge sharing across projects and our relationships with suppliers and contractors. We design and execute projects with a focus on safety, cost and sustainability.
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Continued project execution of Sangomar Field Development Phase 1, Scarborough and Trion.
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Operate Our operations prioritise safety while focusing on strong reliability and environmental performance in remote and challenging locations. In Australia, our operated assets include the North West Shelf (NWS) Project and Pluto LNG. We also operate Macedon and three FPSO facilities and have non-operated interests in Bass Strait and Wheatstone. Internationally, we operate Shenzi in the Gulf of Mexico and Angostura and Ruby in Trinidad and Tobago and have non-operated interests in Atlantis and Mad Dog in the Gulf of Mexico. We endeavour to adopt technology and a continuous improvement mindset to support operational performance and optimise the value of our assets.
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Achieved reliability of 98% at Pluto LNG, KGP and reliability above 97% at Shenzi.
Preparing for first oil on Sangomar in 2024.
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Market Our relationships with customers have been maintained through a track record of reliable delivery since the NWS Project’s first LNG cargo was delivered to Japan in 1989. We are building scale and flexibility in our portfolio by expanding our global supply presence, through our own liquefied volumes and offtake agreements with third parties. This creates opportunities to optimise our LNG cargoes and capture short-term trading opportunities. We continue to look for opportunities to collaborate with our customers on lower carbon energy solutions.
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Signed a sales and purchase agreement (SPA) with Mexico Pacific Limited to purchase 1.3 Mtpa of LNG for 20 years from the Saguaro Energia LNG Project.2
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Decommission Decommissioning is integrated into project planning, from the earliest stages of development through to the end of field life. We work with global contractors to safely remove facilities and plug and abandon wells that are no longer required for our operations. We work with regulators to deliver our decommissioning commitments. |
Successfully completed removal of the Nganhurra riser turret mooring (RTM).
The Enfield plug and abandonment (P&A) campaign continued with all 18 wells permanently plugged and 16 of the 18 xmas trees removed.
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1 | Subject to completion of the transaction, targeted in the first quarter of 2024. |
2 | The SPA is subject to Mexico Pacific taking FID on the proposed third train at the Saguaro Energia LNG Project. The FID is expected in the second half of 2024 and commercial operations are targeted to commence in 2029. |
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3.1 Our business
Australian operations
Woodside’s Australian portfolio consists of operated and non-operated oil and gas projects across Australia. Woodside’s share of production from Australian operations was 145.1 MMboe in 2023, a 6% increase compared to 2022.1
PLUTO LNG
Pluto LNG is a gas processing facility in the Pilbara region of Western Australia, comprising an offshore platform and one onshore LNG processing train.
Woodside’s share of Pluto production was 51.8 MMboe in 2023, a 1% decrease compared to 2022 due to planned turnaround activities partly offset by the sustained high reliability of 98.2% in 2023.1
Woodside successfully completed a major turnaround on the onshore and offshore facilities in the first half of 2023, executing essential maintenance scopes to support continued safe, reliable and efficient production. The major turnaround included installation of additional tie-in points for potential carbon-to-products value streams and for the potential importation of solar energy from the proposed Woodside Solar project.
There was one Tier 1 loss of primary containment process safety event at Pluto LNG. There were no injuries as a result of this event and an investigation was undertaken which identified contributing factors and corrective actions.
The Pluto Remote Operations Centre in Perth, Western Australia became fully operational in June 2023 with day-to-day operations of Pluto LNG now being undertaken remotely by the Perth-based team.
Woodside is operator and holds a 90% participating interest.
Woodside Solar opportunity
Woodside is progressing a potential opportunity to reduce gross Scope 1 greenhouse gas emissions at Pluto LNG by utilising solar energy from the proposed Woodside Solar project. The project plans to generate an initial supply of approximately 50 MW of electricity from a large scale solar photovoltaic farm, located approximately 15 km south-west of Karratha, Western Australia, which will be complemented by a battery energy storage system.
In 2023, Woodside secured planning approvals and State and Federal environmental approvals for the proposed solar facility and associated infrastructure.
In December 2023, Woodside entered into a conditional agreement under which a third-party will develop the proposed solar facility and supply renewable energy from the facility to Woodside. Woodside continues to progress commercial agreements, including for power transmission to support the proposed project.
NORTH WEST SHELF PROJECT
The NWS Project consists of three offshore platforms and the onshore KGP, which includes five onshore LNG processing trains.
Woodside’s share of NWS Project production was 40.8 MMboe in 2023. This was an 11% increase compared to 2022, due to the increase of Woodside’s equity share following completion of the merger with BHP Petroleum in June 2022. In 2023, 11.2 MMboe of Pluto gas was processed at KGP through the Pluto-KGP Interconnector. The Interconnector enables gas from Pluto LNG to be transported to KGP for processing.
In June 2023, a fatality occurred at the North Rankin Complex. The tragic loss of our colleague, a contractor employee, has led to the implementation of additional operational controls based on preliminary investigation insights into the incident. The external investigations into the incident are ongoing.
KGP is expected to have increased ullage in 2024 due to a combination of natural field decline and limited third-party gas processing demand. To optimise utilisation of onshore infrastructure, NWS is planning to take one LNG train offline in 2024.
Discussions continue between NWS and other resource owners for the processing of third-party gas and NWS continues to progress the development of infill and nearfield opportunities to utilise ullage at KGP. The NWS Project started processing Waitsia gas in 2023 at low rates and will commence processing at a large scale when the Waitsia Stage 2 facility comes online which is expected in 2024.
State and Commonwealth regulatory approval processes continue for the North West Shelf Project Extension, which supports long-term operations and processing of future third-party gas resources at KGP.
1 | Includes production of 1.1 MMboe (2022: 0.9 MMboe) from feed gas purchased from Pluto non-operating participants processed through the Pluto-KGP Interconnector. |
21
Woodside successfully completed planned turnaround and maintenance activities on the North Rankin Complex, Goodwyn Platform and KGP in the second half of 2023.
Woodside is operator and holds a 33.33% participating interest.
WHEATSTONE AND JULIMAR-BRUNELLO
Wheatstone is an LNG processing facility near Onslow, Western Australia, comprising an offshore production platform and two onshore LNG processing trains. It processes gas from several offshore gas fields including Julimar and Brunello.
Woodside’s share of Wheatstone production was 13.5 MMboe in 2023, an increase from 12.2 MMboe in 2022, which was impacted by a major facility turnaround.
The FID on Julimar-Brunello Phase 3 was approved in April 2023. The project involves the drilling of up to four development wells tied-back from the Julimar field to the existing Julimar field production system.
Woodside is operator and holds a 65% participating interest in the Julimar-Brunello fields. Woodside holds a 13% non-operated interest in the Wheatstone project.
BASS STRAIT
Bass Strait is located in the south-east of Australia and produces oil and gas through a network of offshore platforms, pipelines and onshore processing facilities. The Bass Strait assets include the Gippsland Basin Joint Venture (GBJV) and the Kipper Unit Joint Venture (KUJV).
Woodside’s share of production from the Bass Strait was 22.8 MMboe in 2023, driven by lower Australian east coast gas market demand due to a number of factors including a warmer winter. All of Woodside’s share of the gas produced by the GBJV is supplied into the eastern Australian domestic gas market, supporting Australia’s energy needs.
As production rates decline, progress has been made to optimise facilities through the Gas Asset Streamlining project. This project will support the implementation of a gas focused business.
The Kipper Compression project has progressed and is expected to enable continued supply of gas to the domestic market in 2024.
Woodside holds a 50% non-operating interest in the GBJV and a 32.5% non-operating interest in the KUJV.
OTHER AUSTRALIAN OIL AND GAS ASSETS
Woodside operates three FPSO facilities off the north-west coast of Western Australia. These are the Ngujima-Yin FPSO (Woodside interest: 60%), Okha FPSO (Woodside interest: 50%), and Pyrenees FPSO (Woodside interest: 40% in WA-43-L and 71.4% in WA-42-L).
Woodside’s share of production from the FPSO assets was 8.0 MMboe, down from 10.6 MMboe in 2022 primarily due to the planned five-yearly Ngujima-Yin FPSO maintenance turnaround.
The Ngujima-Yin FPSO turnaround performed in Singapore was completed safely in June 2023. The Pyrenees turnaround is planned for the first half of 2024.
Macedon (Woodside interest: 71.4%), also operated by Woodside, is a gas project located near Onslow, Western Australia which produces pipeline gas for the Western Australian domestic gas market.
Woodside’s share of production from Macedon in 2023 was 8.2 MMboe. The Macedon facility delivered approximately 17% of the Western Australian domestic gas market supply in 2023.
22
3.2 Our business
International operations
Woodside’s international portfolio includes assets in the US Gulf of Mexico and the Caribbean with embedded growth options. Woodside’s share of production from international operations was 42.1 MMboe in 2023.
SHENZI
Shenzi is a conventional oil and gas field developed through a tension leg platform (TLP) located in the US Gulf of Mexico. There are 16 producers flowing to the TLP and six water injection wells. In addition, two subsea wells are tied back to the non- operated Marco Polo platform.
Shenzi North is a two-well subsea tieback to the Shenzi TLP. The project achieved flowback in September. Production performance has been below expectations due to reservoir connectivity.
The Shenzi facility achieved reliability above 97% in 2023. Woodside’s share of production from Shenzi was 10.8 MMboe. Woodside is operator and holds a 72% participating interest.
ATLANTIS
Atlantis is a conventional oil and gas development and is one of the largest producing fields in the US Gulf of Mexico. The Atlantis development includes a semi-submersible facility with 28 active producer wells and three water injector wells.
Two wells (one producer and one injector) were completed in 2023 alongside an extensive well intervention campaign.
Woodside’s share of production from Atlantis was 12.6 MMboe in 2023. Woodside holds a 44% non-operating participating interest.
MAD DOG
Mad Dog is a conventional oil and gas development located in the US Gulf of Mexico. The Phase 1 development includes a spar facility (A-spar) with drilling capability and ten active producer wells.
Mad Dog Phase 2 is a development of the southern flank of the Mad Dog field through the new Argos floating production facility. First oil was achieved in April 2023 and production ramped up through the year.
A successful appraisal well was drilled in 2023 to extend the field to the southwest. Subsequently, the co-owners have sanctioned a three-well subsea tie back.
Woodside’s share of production from Mad Dog was 7.2 MMboe in 2023. Woodside holds a 23.9% non-operating participating interest.
GREATER ANGOSTURA
Greater Angostura includes the Angostura and Ruby conventional oil and gas fields, located offshore Trinidad and Tobago. The development includes an offshore central processing facility and five wellhead platforms. Woodside is operator and holds a 45% participating interest in the Angostura field and a 68.5% participating interest in the Ruby field.
Woodside’s share of production from Greater Angostura was 11.2 MMboe in 2023. Production enhancement activities implemented in 2023 included gas injector-to-producer well conversions, reducing back-pressure on wells and adding well perforations. These enhancements have led to an increase in reserves.
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3.3 Our business
Marketing and trading
Woodside has a global portfolio with positions in the Asia-Pacific and Atlantic basins and has a proven track record in our integrated shipping, operations, marketing and trading activities across LNG, condensate, crude and natural gas liquid (NGL) cargoes.
The marketing segment’s profit before tax in 2023 was $375 million. This reflected the optimisation activities and incremental value generated through the marketing, trading and shipping of Woodside’s oil and gas and through third-party purchased values.
Woodside’s LNG portfolio is managed through a mix of short, mid and long-term contracts, supplied with cargoes sourced from producing assets or purchased from third parties. In 2023, Woodside’s exposure of produced LNG to gas hub indices was 30%.
Woodside’s LNG trading activities seek to maximise value of our LNG portfolio. Third-party cargoes are purchased from Corpus Christi LNG through a long-term offtake agreement and from the spot market through our relationships with other producers and traders.
The marketing of crude, condensate and NGLs is predominantly based on short-term sales and supplemented by term arrangements.
In the Gulf of Mexico, crude oil is sold to refiners and traders on the US Gulf Coast. Woodside has also increased its operational flexibility through the ability to export crude oil to international markets. In Trinidad and Tobago, crude oil is sold to international markets and natural gas is sold into the domestic market.
Natural gas is sold domestically in both Western Australia and the east coast of Australia. In Western Australia, Woodside’s domestic gas obligations are met from multiple producing assets. All of Woodside’s production from Bass Strait is sold into the east coast domestic market.
In 2023, Woodside’s Western Australian assets produced 76 petajoules (PJ) of gas, representing approximately 19% of Western Australia’s domestic gas supply. Woodside’s share of Bass Strait production was 97 PJ and that represented approximately 19% of all gas supplied to the east coast market.
Woodside’s marketing and trading portfolio is supported by our shipping capacity which includes six vessels under long-term contract and multiple vessels on short-term charter. Woodside has chartered an additional five new build LNG ships to support the delivery of Scarborough LNG cargoes and growth in trading activities. The new-build vessels are expected to be delivered between 2024 and 2026.
In April 2023, a long-term gas sale and purchase agreement (GSPA) with Perdaman Chemicals and Fertiliser Pty Ltd became unconditional. Supply under the GSPA is for approximately 130 TJ per day of gas over a term of 20 years expected to commence in 2026 or 2027.
Woodside also executed several natural gas sale agreements for the combined supply of approximately 128 PJ of pipeline gas to both the east coast and Western Australian domestic customers including retailers, and commercial and industrial users.
Delivery has commenced and is expected to continue to 2026.
In addition, Woodside also signed a SPA with Pilgangoora Operations Pty Ltd, a 100% owned subsidiary of Pilbara Minerals, for the supply of domestic LNG from the Pluto Truck Loading Facility. Supply under the SPA is contracted to commence in 2024 for a period of five years.
In August 2023, Woodside and LJ Scarborough Pty Ltd (LNG Japan) entered into a non-binding heads of agreement for the sale and purchase of 12 LNG cargoes per year (approximately 0.9 million tonnes per annum (Mtpa)) for ten years commencing in 2026.1 This agreement is part of a broader strategic relationship with LNG Japan and its parent entities which includes the sale of a 10% non-operating participating interest in Scarborough Joint Venture and collaboration on opportunities in new energy.2
In December 2023, Woodside signed a SPA with Mexico Pacific Limited (Mexico Pacific) for the purchase of 1.3 Mtpa of LNG over 20 years from Mexico Pacific’s Saguaro Energia LNG project on the Pacific coast of Mexico. The SPA is subject to Mexico Pacific taking a FID on the proposed third train which is expected in the second half of 2024. Commercial operations are targeted to commence in 2029.
Subsequent to the period, Woodside and JERA entered into a non-binding heads of agreement for the sale and purchase of six LNG cargoes on a delivered ex-ship basis per year for 10 years commencing in 2026 from Woodside’s global portfolio. This agreement is part of a broader strategic relationship with JERA which includes equity in the Scarborough Joint Venture and collaboration on opportunities in new energy and lower carbon services.
1 | LJ Scarborough Pty Ltd is currently a wholly owned subsidiary of LNG Japan Corporation, which is a 50:50 joint venture between Sumitomo Corporation and Sojitz Corporation. |
2 | Subject to completion of the transaction, targeted in the first quarter of 2024. |
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3.4 Our business
Projects
Woodside’s portfolio of projects is underpinned by project delivery capability that is focused on safety, low cost and lower carbon solutions.
SCARBOROUGH ENERGY PROJECT
The Scarborough gas field is located in the Carnarvon Basin, approximately 375 km off the coast of Western Australia. The field is being developed through new offshore facilities connected by an approximately 430 km pipeline to a second LNG train at the existing Pluto LNG onshore facility.
The development of the Scarborough field includes the installation of a FPU with eight wells drilled in the initial phase and 13 wells drilled throughout the life of the field. Expansion of Pluto LNG includes the construction of a second LNG train (Pluto Train 2), installation of additional domestic gas processing facilities and supporting infrastructure and modifications to the existing Pluto Train 1 to allow it to process Scarborough gas.
Scarborough gas is expected to produce approximately 5 Mtpa of LNG from Pluto Train 2, and up to 3 Mtpa of LNG from the existing Pluto Train 1. The Scarborough reservoir contains less than 0.1% CO2. Combined with processing design efficiencies at the offshore floating production unit and onshore Pluto Train 2 the Scarborough Energy Project will be one of the lowest carbon intensity sources of LNG delivered into North Asian markets.1
At the end of 2023, the project was 55% complete.2 Fabrication of the FPU is ongoing with the living quarters commissioning underway and the hull and topsides progressing. Subsequent to the period, the hull exited its first drydock and the flare boom was installed on the topsides. Fabrication of the subsea flowlines and trunkline are complete.
The environment plans for the seismic, drilling, subsea and trunkline installation activities were accepted by the regulator in December. Following this approval, the seismic program was successfully completed. Subsequent to the period, the first subsea flowline was installed, drilling of the production wells commenced and work on the nearshore pipeline installation completed.
Work on the remainder of the pipeline in Commonwealth waters is underway.
Pluto Train 2 site works are well progressed in preparation for delivery of equipment and modules throughout 2024. At the end of 2023, approximately 33,000 m3 of concrete has been poured, 564 tonnes of structural steel erected and three km of piping has been installed. Fabrication of six modules were complete, with a further 38 modules underway. Additional modules were completed subsequent to the period.
The engineering, procurement and construction management (EPCM) contractor was selected for Pluto Train 1 modifications, with engineering and procurement of long-lead items progressing. Preparatory works for the Pluto Train 2 tie-in were carried out during the Pluto LNG turnaround in May 2023.
Woodside took a FID for the Scarborough Integrated Remote Operations Centre (IROC) in November 2023. The IROC will allow Scarborough and the Pluto facility to be remotely operated from Perth.
In August 2023, Woodside entered into an agreement with LNG Japan for the sale of a 10% non-operating participating interest in the Scarborough Joint Venture.3
Subsequent to the period, Woodside entered into an agreement with JERA for the sale of a 15.1% non-operating participating interest in the Scarborough Joint Venture.4
Woodside is operator and holds a 100% participating interest in Scarborough, 51% participating interest in Pluto Train 2 and 90% participating interest in Pluto LNG.5 Woodside is targeting first LNG cargo in 2026.
1 | Wood Mackenzie Emissions Benchmarking. |
2 | The completion percentage excludes the Pluto Train 1 modifications project. |
3 | LJ Scarborough Pty Ltd (LNG Japan) is currently a wholly owned subsidiary of LNG Japan Corporation, which is a 50:50 joint venture between Sumitomo Corporation and Sojitz Corporation. Subject to completion of the transaction, targeted in the first quarter of 2024. |
4. | The sale and purchase agreement is with JERA Scarborough Pty Ltd which is a wholly owned subsidiary of JERA Co., Inc. Subject to completion of the transaction, targeted for the second half of 2024. |
5. | Following completion of the transactions with LNG Japan and JERA, Woodside will hold a 74.9% interest in the Scarborough Joint Venture and remain as operator. Completion is targeted for the first quarter of 2024 for the transaction with LNG Japan and the second half of 2024 for the transaction with JERA. |
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SANGOMAR
The Sangomar oil and gas field, located approximately 100 km south of Dakar, is Senegal’s first offshore oil project.
The Sangomar Field Development Phase 1 is developing the less complex reservoir units and testing other reservoirs to support potential future phases. Oil will be produced through a stand-alone FPSO facility with 23 subsea wells and supporting subsea infrastructure. It is designed to allow the tie-in of subsequent phases.
The FPSO Léopold Sédar Senghor is a converted oil tanker with new topsides, turret and mooring systems and has production capacity of 100,000 bbl/day. The FPSO departed Singapore in December 2023, and arrived offshore Senegal subsequent to the period in February 2024.
The Phase 1 drilling and completions campaign includes 23 production, gas and water injection wells. The reinjection of gas and water is intended to help maximise the recovery of the oil and enable gas to be stored for future use. At the end of 2023, 17 wells were completed and six further wells were partially complete.
As at the end of 2023, Phase 1 of the project was approximately 93% complete.1
In May 2023, the Sangomar joint venture approved the drilling of an additional production well to optimise field recovery. As at the end of 2023, drilling of this well was partially complete.
Woodside is committed to a robust local content program that includes training initiatives, local employment, supplier business opportunities and capacity building within Senegal. As at June 2023, the main project contractors have reported more than 3,000 jobs fulfilled by Senegalese staff. Capacity building activities are now focusing on the operating phase.
Woodside is operator and holds an 82% participating interest in the Sangomar exploitation area and a 90% participating interest in the remaining Rufisque Offshore, Sangomar Offshore and Sangomar Deep Offshore (RSSD) evaluation area.
TRION
Trion is an oil development located in the Gulf of Mexico, approximately 180 km off the Mexican coastline and 30 km south of the United States/Mexico maritime border at a water depth of approximately 2,500 m.
Woodside announced Trion’s FID in June 2023 and the Mexican regulator, Comision Nacional de Hidrocarburos (CNH), approved the Field Development Plan (FDP) in August 2023.
Woodside competitively tendered major scopes of the development and at FID, approximately 70% of the forecast capital was underpinned by firm tenders that were lump sum or based on fixed rates. Key contracts have been progressively executed since FID.
The FPU engineering, procurement, and construction contract was executed with Hyundai Heavy Industries. Procurement activities are progressing, commensurate with the maturity of the engineering performed to date. Advancing these activities will support the lump sum conversion which is planned to occur in 2024.
The floating storage and offloading (FSO) vessel front-end engineering and design (FEED) and shipyard engineering has commenced with SBM Offshore. The fully negotiated FSO bare boat charter and operating and maintenance contracts are targeting execution at the conclusion of FEED in 2024.
Key contracts have also been awarded across drilling and completions, facilities installation and subsea equipment. Long lead equipment and materials for topsides and subsea facilities have been ordered following contract awards. Transocean was awarded the drilling rig contract in July 2023. The rig will be selected 12 months prior.
The project is maturing opportunities across elements of the Trion local content plan and engaging key stakeholders in Mexico to understand local capabilities and establish prioritisation.
Woodside is operator and holds a 60% participating interest.
1 | The progress of the project has been updated to 93% following a 0.2% correction identified subsequent to the period. |
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3.5 Our business
Decommissioning
Woodside is committed to executing our decommissioning responsibilities safely, while also ensuring we focus on efficiency and low cost execution.
In 2023, Woodside continued execution of planned decommissioning activities, spending approximately US$447 million across our portfolio.
The Enfield project, located approximately 38 km north of the North West Cape, Western Australia, ceased production in November 2018. All 18 Enfield wells have been plugged and 16 of the 18 xmas trees have now been removed. The remaining two trees are expected to be recovered in the first half of 2024 along with the completion of the wellhead severance program.
In May 2023, Woodside completed award of all major contracts for the decommissioning of subsea infrastructure at the Enfield, Griffin, Stybarrow and Echo Yodel oil and gas fields offshore Western Australia. Drill rig contracts for the P&A of Stybarrow and Minerva wells were also awarded during 2023.
In October 2023, the Nganhurra RTM was safely and successfully removed from its location off the North West Cape in Western Australia and transported to Perth, to be cleaned and deconstructed in preparation for recycling and reuse.
For further information on the Nganhurra RTM removal, refer to the Sustainability section of our website at woodside.com. Decommissioning activities on Griffin commenced following receipt of the regulatory approvals in December 2023.
Decommissioning activity continued in the Bass Strait, with 111 wells permanently plugged. In 2023, the GBJV awarded contracts for a semi-submersible well intervention unit and a jack-up rig to commence P&A work in 2024. The GBJV also progressed the tender process with heavy lift contractors to execute decommissioning activities for a number of facilities within the Gippsland Basin. The contract was awarded subsequent to the period.
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3.6 Our business
Exploration and development
Woodside’s portfolio of developments and targeted exploration program is focused on identifying and addressing key technical and commercial elements to allow resources to compete for capital.
CALYPSO
Calypso is located approximately 220 km off the coast of Trinidad in 2,100 m water depth. The resource comprises several gas discoveries in Block 23(a) and Block TTDAA 14. The development is located in a region with existing infrastructure and a favourable demand outlook.
In the first half of 2023, Woodside completed conceptual studies and selected an infield host as the preferred development concept. Pre-FEED engineering commenced in the second half of 2023 to mature the definition of the concept. Marketing and commercial discussions continue with key stakeholders to evaluate options to monetise the resource. Woodside is operator and holds a 70% participating interest.
BROWSE
Browse comprises the Calliance, Brecknock and Torosa gas and condensate fields in the offshore Browse Basin, located approximately 425 km north of Broome, Western Australia.
Key work activities continued in support of the proposed Browse to NWS Project development, including engagements with environmental regulators on approvals and progressing commercial agreements. A CCS solution has been incorporated into the offshore design to abate a significant proportion of Browse reservoir CO2. The Browse Joint Venture is evaluating further carbon abatement and energy efficiency opportunities to reduce and manage greenhouse gas emissions.
Woodside is operator and holds a 30.6% participating interest.
LIARD
The Liard field is an unconventional gas field located in British Columbia, Canada. In 2023, Woodside completed a transaction whereby Calgary-based Paramount Resources took a 50% equity interest in, and operatorship of, 28 leases of the Liard field.
Woodside signed an agreement to join the Rockies LNG partnership as an option to potentially export LNG via the west coast of Canada. The Rockies LNG Partnership is collaborating with Western LNG and the Nisga’ Nation, the developers of the Ksi Lisims LNG project in British Columbia. Woodside holds a 50% participating interest in the Liard field.
SUNRISE
Sunrise comprises the Sunrise and Troubadour gas and condensate fields which are located approximately 450 km north-west of Darwin, Australia and 150 km south of Timor-Leste.
In 2023, the Sunrise Joint Venture (SJV) participants continued to engage the Australian and Timor-Leste Governments on a new Greater Sunrise Production Sharing Contract and other related documents. The SJV also agreed with the Timor-Leste and Australian Governments to undertake a concept study for the potential development to inform relevant stakeholders in 2024.
The study will consider the key issues for developing, processing and marketing gas via both Timor-Leste and Australia. In addition to this, retention lease renewals were granted for Australian titles NT/RL2 and NT/RL4. Woodside is operator and holds a 33.44% participating interest.
EXPLORATION
Woodside’s exploration strategy remains focused on accessing, testing and developing low cost, lower carbon, value-adding opportunities with the characteristics and project pace to be resilient through the energy transition.
In the US Gulf of Mexico, Woodside was awarded five leases in lease sale 259 and was the highest bidder on 18 leases in lease sale 261.1 Woodside acquired a 44% working interest in two leases in the Green Canyon protraction area and participated in the drilling of the Spinel well (non-operated), which did not encounter hydrocarbons. Also acquired, was a 30% working interest in 11 leases in the Atwater Valley protraction area.
The Egyptian regulator approved Woodside’s acquisition of a 27% interest in two non-operated blocks in the Herodotus Basin.
Woodside signed an option agreement to acquire at least a 56% interest in Petroleum Exploration License 87, located offshore Namibia in the Orange Basin. Seismic acquisition was completed and a decision on exercising the option to enter will follow evaluation of the seismic data in 2024.
Woodside continued to optimise its exploration portfolio, exiting blocks no longer considered prospective. This included a decision to exit Block 5 in deepwater Trinidad and Tobago and completing formal exit activities in offshore Canada, Republic of Korea, Peru and Myanmar Block A-6.
1 | The final award of leases under lease sale 261 is pending regulatory approval. |
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3.7 Our business
New energy and carbon solutions
Woodside is focusing on the development of new energy products and lower carbon services, to help Woodside and our customers reduce emissions.
NEW ENERGY
United States
H2OK
H2OK is a proposed liquid hydrogen project to be located in Ardmore, Oklahoma, expected to produce up to 60 tonnes per day (tpd) of liquid hydrogen. Woodside continued to progress technical, regulatory and contracting activities in 2023.
Woodside is evaluating the proposed US Federal Government tax incentive criteria to determine implications for the project and is working to finalise customer offtake agreements to support a potential FID. Woodside is operator and holds a 100% participating interest.
US Gulf Coast
In 2023, Woodside assessed locations and progressed the early stages of an opportunity for a potential large scale ammonia production and export facility.
Heliogen Collaboration
Woodside and Heliogen have a project agreement to deploy a 5 MW demonstration module of Heliogen’s artificial intelligence- enabled concentrated solar energy technology in California, known as the Capella project. In 2023, the project completed FEED.
Asia-Pacific
H2Perth is a proposed hydrogen and ammonia production facility to be located in Perth, Western Australia. In 2023, primary environmental approval application documents were submitted to both the Commonwealth and Western Australian regulators.
The Hydrogen Refueller @H2Perth is a proposed self-contained hydrogen production, storage and refuelling station which achieved a FID in 2023.
H2TAS is a proposed renewable ammonia and hydrogen production facility to be located in the Bell Bay area of Tasmania. In 2023, Woodside continued to evaluate power solutions and offtake opportunities.
Southern Green Hydrogen is a proposed renewable ammonia production facility to be located in Southland, New Zealand.1 In 2023, work continued to finalise commercial arrangements for Southern Green Hydrogen.
1 | Woodside’s equity in Southern Green Hydrogen is subject to finalising commercial agreements. |
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CARBON CAPTURE AND STORAGE (CCS)
Woodside, as a participant in various joint ventures, holds three greenhouse gas assessment permits and is a participant in the proposed South East Australia (SEA) CCS Project.1 In 2023, Woodside entered into three non-binding memoranda of understanding to enable studies of a potential CCS value chain between Japan and Australia.
Project2
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Angel (Operated)
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Bonaparte (Non-operated)
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SEA CCS (Non-operated)
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Description | Proposed large-scale multi-user CCS hub aimed at capturing carbon emitted by multiple industries. | Proposed large-scale multi-user CCS hub aimed at capturing carbon emitted by multiple industries. | Proposed multi-phased CCS project. Phase 1 of the project would use existing infrastructure to store CO2 in the depleted Bream field. | |||
Location | Offshore, North West Australia | Offshore, Northern Australia | Offshore, South East Australia | |||
Interest | 20% | 21% | 50% | |||
2023 Activities |
Commenced pre-FEED studies and progressing activities to support submission of the environmental referral. | Commenced concept select in August 2023. | Progressed Phase 1 of the project to FEED. |
CARBON CREDITS PORTFOLIO3
Woodside utilises carbon credits to offset equity Scope 1 and 2 greenhouse gas emissions that are above our net emissions reduction targets. In 2023, Woodside planted approximately 2.7 million mixed biodiverse seedlings in Western Australia as part of our Native Reforestation Project across approximately 4,700 hectares of land at Woodside owned properties.4 In Senegal, Woodside is funding the restoration of up to 7,000 hectares of mangroves in the Sine Saloum and Casamance regions.
Woodside is expected to receive up to 1.4 million carbon credits from this project over 30 years.
CARBON TO PRODUCTS
Woodside is focused on collaborating with carbon capture and utilisation (CCU) technology developers and is assessing opportunities to deploy their technologies in demonstration-scale pilot projects, ahead of their potential deployment on a larger- scale. Following agreements entered in 2022, Woodside completed a number of engineering studies with CCU technology developers LanzaTech, NovoNutrients, StringBio and several engineering firms in 2023.
1 | Refer to section 6.5 – Asset facts for information on our Greenhouse gas assessment permits and the Climate Transition Action Plan for further information on Woodside’s CCS projects. |
2 | This table provides information about proposed CCS opportunities focused on Scope 3 emissions. We are also working to develop additional opportunities not shown here. |
3 | Refer to section 3.4 – The use of carbon credits in the Climate Transaction Action Plan and 2023 Progress Report for further information on Woodside’s use of carbon credits. |
4 | The project has a potential to sequester approximately 2,000 kt CO2-e over 25 years. |
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3.8 Our business
Climate and sustainability
We apply a sustainability mindset to guide decision making at all levels of the business.
In 2023, our sustainability activities and disclosures continued to evolve in response to the strategic importance of sustainability topics, emerging mandatory sustainability standards and investor priorities. As such, we elevated summary disclosures of our material sustainability topics to the Annual Report, retired the publication of a standalone annual Sustainable Development Report and included additional information at woodside.com.
CLIMATE TRANSITION ACTION PLAN AND 2023 PROGRESS REPORT
The Climate Transition Action Plan and 2023 Progress Report summarises Woodside’s climate-related plans, activities, progress and climate-related data for the period 1 January 2023 to 31 December 2023.
SUSTAINABILITY STRATEGY
We refreshed our Sustainability Strategy in 2023, to incorporate relevant sustainability-related risks and opportunities and reflect the direction of our business. The Sustainability Strategy supports our Corporate Strategy and places an increased focus on those sustainability topics most relevant to our current business activities and the communities where we are active.
Our Sustainability Strategy is built on the foundation of the following principles:
• | Integrity, accountability and transparency drive our environmental, social and governance aspirations and guide decision making at all levels of our business. |
• | We strive to operate responsibly across our business activities. |
• | Enduring and meaningful relationships with communities are fundamental to our social performance. |
• | We recognise that our success is driven by our people and our culture. We value diversity and we strive to keep each other safe. |
More information regarding our Sustainability Strategy is available at woodside.com.
2023 MATERIAL TOPICS |
Climate
Woodside’s climate strategy is integrated throughout our company strategy: our aspiration to thrive through the energy transition with a low cost, lower carbon, profitable, resilient and diversified portfolio.1
Our climate strategy contains two key elements:
• | reducing our net equity Scope 1 and 2 greenhouse gas emissions; and |
• | investing in products and services for the energy transition. |
Each element of our strategy is supported by the detail in our Climate Transition Action Plan and 2023 Progress Report which is available at woodside.com. The Climate Transition Action Plan is expected to continue to evolve over time, and will be updated in future disclosures.
Our climate-related opportunities and risks are outlined below and also described in detail in section 5.0 of the Climate Transition Action Plan and 2023 Progress Report. This includes detail of how these processes are integrated into Woodside’s overall risk management framework.
Potential opportunities |
The categories of potential climate-related opportunities include: resources efficiency, energy sources, products and services, markets and resilience. | |
Potential risks |
The categories of potential climate-related risks include: transition risks such as policy and legal risks, technology, market, and reputation; physical risks such as acute, and chronic.
See also section 3.9 - Risk factors. |
1 | For Woodside, a lower carbon portfolio is one from which the net equity Scope 1 and 2 greenhouse gas emissions, which includes the use of offsets, are being reduced towards targets, and into which new energy products and lower carbon services are planned to be introduced as a complement to existing and new investments in oil and gas. Our Climate Policy sets out the principles that we believe will assist us achieve this aim. |
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Utilising carbon credits
Like our asset decarbonisation plans, our portfolio of carbon credits enables our base business to manage the price risk associated with regulations and our corporate net equity Scope 1 and 2 emissions targets.
One carbon credit is intended to represent a tonne of emissions avoided, reduced or removed outside of our facilities.1 Because of the importance of carbon credit integrity, Woodside applies our own additional assessment to our carbon credits portfolio. This assessment is described in the Climate Transition Action Plan, and includes:
• | additionality of the credited abatement is demonstrable; |
• | abatement has a high likelihood of permanence; |
• | abatement is accurately quantified. |
INVEST IN PRODUCTS AND SERVICES FOR THE ENERGY TRANSITION
Investing in products and services for the energy transition is also supported by three levers:
• | assessing investments for their resilience to the energy transition; |
• | diversifying our products and services; and |
• | supporting our customers and suppliers to reduce their emissions. |
Assessing investments
The precise shape and pace of the energy transition is uncertain. It is expected to vary across countries because they have different starting points, development requirements, resources and capabilities. However, the scale of the transition is clearer as it will take many trillions of dollars, invested over decades. The International Renewable Energy Agency (IRENA) estimates it will require $150 trillion of cumulative investment by 2050.2
Whilst the scale of the investment required for the energy transition creates opportunity for Woodside, its inherent uncertainty and potential volatility creates risks. We believe that acknowledging the uncertainty and building resilience to it is a better response than picking a single future scenario and acting as if it were certain.
This approach requires us:
• | to carefully analyse a wide range of energy market and climate-related scenarios, |
• | diversify our portfolio to meet changing customer demand, |
• | have a disciplined capital allocation framework to focus our investments where we believe we will be most competitive, |
• | work diligently with our customers to understand and meet their needs so that ultimately we secure their purchase of our products and services. |
We have developed a ‘transition case’ methodology which, like a business case and a safety case, helps us to manage risk by assessing investment opportunities across a range of climate-related factors. There are currently six elements to our transition case methodology, which was first applied to the final investment decision for the Trion development in the Mexican segment of the Gulf of Mexico in 2023.
Transition case for oil and gas investments |
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We consider: |
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1. Investment attractiveness utilising a range of economic assumptions informed by climate scenarios as well as other factors such as geopolitics and macroeconomics. |
4. Climate-related risks and opportunities by comparing the impact ‘with and without opportunity’ on our portfolio aggregate climate risk exposure.
5. Scope 1 and 2 portfolio emissions assessing the impact of ‘design out’ work on project emissions, and of residual emissions upon portfolio emissions abatement demand, and portfolio emissions intensity.
6. Scope 1, 2 and 3 portfolio emissions intensity by comparing the impact ‘with and without opportunity’ on our portfolio. |
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2. Cash flow scenario analysis impact by comparing the impact ‘with and without opportunity’ on future cash flows using scenarios, including a 1.5°C case.3 |
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3. Potential demand resilience analysis considering the competitiveness of the project’s cost of supply relative to the range of demand in IPCC scenarios, including 1.5°C cases. |
1. | The measurement, verification and reporting of the abatement is prescribed and administered by independently managed Standards (such as Verra or Gold Standard), or by Regulators through legislation (such as the Australian Clean Energy Regulator through the Carbon Farming Initiative Act). |
2. | IRENA, 2023. “World Energy Transitions Outlook 2023: 1.5°C pathway”. International Renewable Energy Agency, Abu Dhabi. Page 134. |
3. | IPCC, 2023. “Climate Change 2023: Synthesis Report. Contribution of Working Groups I, II and III to the Sixth Assessment Report of the Intergovernmental Panel on Climate Change”, [Core Writing Team, H. Lee and J. Romero (eds.)]. IPCC, Geneva, Switzerland, doi: 10.59327/IPCC/AR6-9789291691647, https://www.ipcc.ch/report/ar6/syr/downloads/report/IPCC_AR6_SYR_FullVolume.pdf - referred to in subsequent footnotes on this page as IPCC, 2023. “AR6-SYR”. |
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Diversifying our portfolio
Woodside is working to diversify its portfolio by adding new products and services alongside our existing products, where we believe we have a competitive advantage to supply them successfully through the energy transition.
In 2021, Woodside set a Scope 3 investment target-aiming to invest $5 billion in new energy products and lower carbon services by 2030.1,2
At the end of 2023, we have cumulatively spent more than $335 million towards this target, with 2023 expenditure increased by over 135% compared to 2022.1,2 We expect expenditure to continue to ramp up towards the back end of the target period, subject to markets developing, because most project expenditure occurs in the construction phase.
Woodside has set a complementary Scope 3 emissions abatement target, to indicate the potential abatement impact of these products and services upon customer Scope 1 or 2 emissions. This target is to take final investment decisions on new energy products and lower carbon services by 2030, with total abatement capacity of 5 Mtpa CO2-e.1,3
The investment target tracks our work to develop these projects and bring them to market. The emissions abatement target will track their potential impact on customer emissions.
Other elements of our approach are described in more detail in our Climate Transition Action Plan and 2023 Progress Report.
1 | Scope 3 targets are subject to commercial arrangements, commercial feasibility, regulatory and Joint Venture approvals, and third-party activities (which may or may not proceed). Individual investment decisions are subject to Woodside’s investment targets. Not guidance. Potentially includes both organic and inorganic investment. |
2 | Includes pre-RFSU spend on new energy products and lower carbon services that can help our customers decarbonise by using these products and services. It is not used to fund reductions of Woodside’s net equity Scope 1 and 2 emissions which are managed separately through asset decarbonisation plans. |
3 | Includes binding and non-binding opportunities in the portfolio, subject to commercial arrangements, commercial feasibility, regulatory and Joint Venture approvals, and third-party activities (which may or may not proceed). Individual investment decisions are subject to Woodside’s investment targets. Not guidance. |
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Health, safety and wellbeing
Protecting the health and safety of our people, our contractors and our host communities is a top priority at Woodside. We focus on health and safety because we believe that everyone should be able to go home in the same condition as they started the day.
We aim to be an industry leader in health and safety outcomes to protect people, communities and environments. We expect all our workers (including employees and contractors) to prioritise their own health and safety and that of others to keep each other safe. We strongly believe in embedding a safety culture where our people are empowered to take action to prevent injuries and maintain a safe working environment.
The fatality of our colleague, a contractor employee, on the North Rankin Complex (NRC) continues to affect many of us. Our response prioritised the immediate safety and wellbeing of the workforce on the NRC. The Woodside Board convened and members of our Board and Executive Leadership Team visited our operational sites to meet with our workers (including employees and contractors) and offer their support. We completed a significant internal investigation into the incident and presented the findings and agreed actions to the Board and the National Offshore Petroleum Safety and Environmental Management Authority. In the fourth quarter of 2023, we facilitated an external review of our integrated safety and operational systems and plan to incorporate recommendations of this review into actions as part of a continuous improvement to our safety performance.
Highlights |
• Employee survey results showed us that our people feel empowered to speak up and act on health and safety issues.
• The framework for our new Woodside Field Leadership Program was developed and we commenced testing with our Australian based workforce.
• Integration of our global approach to wellbeing, event reporting and investigations, health, safety and environment (HSE) in contracting and performance monitoring was progressed. |
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Potential opportunities |
• Continue to learn from the incident on the NRC that led to the fatality of our colleague employed by a contractor company and other significant events.
• Embed our Field Leadership Program to strengthen understanding of our work practices and make improvements to HSE risk controls.
• Improve tracking and visibility of leading indicators of HSE performance. |
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Potential risks |
• Significant loss of primary containment process safety events.
• Failure to effectively plan and execute high-risk work activities.
• Failure to apply lessons from investigations and Field Leadership Program engagements leading to repeated events.
See also section 3.9 - Risk factors. |
Our approach
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At Woodside everything we do is guided by Our Values. Everyone has the right to come to work and feel safe. Woodside continues its longstanding commitment to building and maintaining a work environment that is free from all forms of discrimination and inappropriate behaviour including sexual harassment. Our Code of Conduct defines the expected behaviours of everyone working at Woodside. Implementation of our Working Respectfully Policy supports the psychological safety of our workforce.
Refer to woodside.com for our Code of Conduct and Working Respectfully Policy.
Our We Care value, guides us to keep each other safe and care for communities. We prioritise safety and promote a positive safety culture by encouraging everyone to speak up and intervene on safety issues. We acknowledge providing energy to the world in the form of oil, gas and new energy potentially presents safety risks. We aim to control or mitigate the potential impacts of these risks on people, the economy and the environment.
Our Health and Safety Policy outlines the objectives and principles that shape our approach. This approach is consistent across all our business operations. When assessing safety risks, we consider the potential negative impacts of our business activities to communities and our workforce, including impacts on human rights. We implement systems and processes to identify, assess and control safety risks by applying the hierarchy of controls. Our expectations and procedures set mandatory requirements for managing high-risk work, including obligations to stop unsafe work to prevent potential fatalities and high-consequence injuries.
We take action to protect the health of our workforce and facilitate earliest recovery from work-related injury or illness. We aim to eliminate or mitigate workplace health hazards at the design stage of projects or control them as far as reasonably practicable based on the level of assessed risk. If hazards remain and there is a risk of exposure, we strive to ensure that worker exposure does not exceed legal limits through implementation of the hierarchy of controls method.
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We perform health surveillance in accordance with applicable law to detect the early signs of occupational illness so intervention, and if necessary, rehabilitation, can be initiated. Potentially harmful workplace health hazards include uncontrolled exposure to noise, hazardous substances (e.g. benzene, toluene, ethylbenzene, and xylene (BTEX), and mercury), naturally occurring radioactive material (NORM), infectious disease (e.g. COVID-19), hazardous manual tasks and psychological hazards.
Refer to woodside.com for additional information about our approach to Health, safety and wellbeing.
Our performance
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A fatality of our colleague on the NRC occurred in June 2023. Three additional high-consequence injuries were also recorded for 2023. Two musculoskeletal injuries that required surgery with extended recovery beyond six months and partial amputation of a thumb following a crush injury. Following insights from event investigations, we are focusing on field leadership and engagement, risk assessments and equipment management processes.
In 2023, Woodside experienced two Tier 1 and one Tier 2 loss of primary containment (LOPC) process safety events (PSE). All events were investigated, and actions were put in place to address the root causes, including preventative actions across our facilities. We are also embedding lessons learned relating to equipment selection and maintenance.
The workforce exposure hours in 2023 (total hours 20,914,483) increased by 25%, when compared to 2022 (total hours 16,699,730). The increase in exposure hours in 2023 was due to increasing project activity and merger integration.
Our total recordable injury rate (TRIR) of 1.86 increased with 39 recordable injuries in 2023, compared to 30 in 2022. The main injury types were lacerations, wounds and soft tissue injuries.
Our total recordable occupational illness frequency (TROIF) increased to 1.15 per million hours worked from 0.72 in 2022. The 24 recordable occupational illnesses comprised 12 noise induced hearing loss, five psychological illnesses, four musculoskeletal conditions and three skin reactions.
Process safety
We recognise the critical importance of effective Process Safety Management (PSM) to avoid major accident and environmental events due to loss of control of hazardous substances. We continue to focus on process safety leadership to ensure consistent awareness of contemporary PSM approaches, organisational status, personal expectations, and accountabilities. In 2023, we rationalised and improved our competency curriculum and continued with regular assessment and assurance of process safety critical roles across global operations. Future focus areas include continuing our efforts to embed a strong process safety culture, building competency across our hydrocarbon business and increasing process safety applications in our new energy and carbon business areas.
In 2024, we are targeting a 95% company-wide completion of competency assessments for people in process safety critical roles requiring a skilled (advanced) level of competency.
Field Leadership Program
Woodside’s Field Leadership Program provides a structured approach to work team engagement, where leaders build their understanding of onsite work practices and develop the leadership skills that aim to lead to a safer workplace. The program has been designed to be applied at all worksite types from operating assets to the office environment. A key objective is to learn from frontline workers which is aligned with Our Values and Human Organisational Performance (HOP) principles. Outcomes from the program include increased organisational knowledge of risks and controls, a sustainable method to identify and improve organisational factors, and to further develop our culture of care.
In 2023, the Field Leadership Program framework was tested with operational groups. This required extensive workforce engagement to listen and learn from current approaches to HSE and work management so that the program can be tailored to enable a safer Woodside.
In 2024, the program will evolve by listening and supporting end users through training and coaching activities. We aim to develop and implement a strategy to rollout and sustain the program across our global sites.
Mental health and wellbeing
Our wellbeing vision is to be recognised as an employer of choice. We aim to cultivate a work environment where everyone can flourish by focusing on people, empowerment, and quality leadership. To achieve this, we have expanded and refreshed our Global Wellbeing Framework to focus on six key elements: (1) protecting from harm, (2) promoting health and wellbeing, (3) connection and community, (4) work-life balance, (5) opportunities for growth, and (6) meaning and purpose. Each element has a strategic goal, enabling activities and metrics to track progress, including the use of our employee survey to seek regular feedback from our people. In 2024, we plan to launch our refreshed wellbeing framework across our global business areas, and work with our leaders to commence enabling activities.
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Environment and biodiversity
Woodside recognises the importance of managing and conserving the environment and biodiversity to support sustainable development in the communities where we are active. We are committed to doing our part. We understand and embrace our responsibility to undertake activities in an environmentally sustainable way that positively contributes towards biodiversity and assists to reverse biodiversity loss.
Highlights |
• No hydrocarbon spills or hazardous non-hydrocarbon spills greater than 1 bbl.
• In 2023, obtained secondary approvals for construction-related environment plans for the Scarborough Energy project.
• We supported a number of scientific programs and industry working groups to further our knowledge and understanding on noise-related issues and offshore whale species. Through these programs, bespoke underwater noise controls were developed to avoid and minimise marine noise impacts for offshore projects.
• A consultation approach for Environment Plans in Australia which has successfully addressed evolving regulatory requirements was developed.
• Invested in science and biodiversity programs and conservation partnerships to support improved knowledge outcomes.
• Established Woodside’s Biodiversity Positive Program framework.
• In 2023, Woodside planted approximately 2.7 million mixed biodiverse seedlings across approximately 4,700 hectares of land at Woodside owned properties. These activities bring the total number of hectares planted to approximately 10,000 hectares since the Native Reforestation Project began in 2020. |
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Potential opportunities |
• Integrating the Environment and Biodiversity Policy into environmental management decision-making processes.
• Assess biodiversity positive opportunities for individual Woodside assets. Begin to invest in biodiversity positive projects in the regions where we are active.
• Continue to collect knowledge on environmental and biodiversity benefits of in-situ decommissioning.
• Ongoing development of technology to identify the seasonality of offshore cetaceans and further manage our underwater noise impacts. |
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Potential risks |
• Increased regulatory landscape and stakeholder expectations leading to extended timeframes for assessment and complexity of environmental approvals.
• Failure to progress biodiversity positive outcomes in a timely manner in the regions and areas where we operate.
• Potential incident resulting in significant loss of hydrocarbon to the environment.
See also section 3.9 - Risk factors. |
Our approach
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The nature of our operations are accompanied by certain environmental impacts and risks. We work to minimise our impacts by integrating environmental management into our activities, including the design, construction, operation and decommissioning of our facilities.
We continue this integration by reviewing our processes and commitments, identifying areas of strength to build on and look to embed renewed environmental standards across Woodside and set appropriate targets and metrics against these. Our focus on implementing leading environmental management and mitigation strategies has allowed us to avoid and minimise our environmental impacts and maintain a more than 30 year record of oil and gas operations without any major environmental incidents.
We recognise that it is not just how we approach environmental management, such as the use of a risk-based assessment which matters, but that we also need to be clear and transparent. We engage with our stakeholders to better understand the possible impacts of our activities and to further understand preferred methods and frequency of engagement.
Our hydrocarbon spill preparedness and response framework continues to be a focus across the company’s global portfolio. The approach is underpinned by a comprehensive process informed by international best practice conventions. These require all activities to assess credible spill scenarios to marine environment, evaluate surface and subsea response options and recommend appropriate response techniques. These activity specific plans are supplemented by corporate plans, regional equipment, and locally trained resources.
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Environmental management
We recognise our activities have an environmental footprint and we seek to avoid or minimise adverse environmental impacts to the natural environment in the regions we operate.
We do this by adopting a risk based approach that allows us to address the environmental impacts and risks associated with our activities in a consistent way. It allows us to focus our effort and resources on the most significant risks associated with our activities no matter where we operate or what a regulatory regime may require.
Our performance
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Our operations and growth strategy depends on obtaining and maintaining our social licence to operate. Given this and the growing pressure on our natural environment, the environmental performance and the management of our environmental impacts is critical to the future success of our business.
In 2023, there were no environmental incidents involving hydrocarbon or hazardous non-hydrocarbon spills greater than 1 bbl released to the environment.
As part of our commitment to reducing impacts and risks, our hydrocarbon spill preparedness and response framework was embedded across our global portfolio of activities and operations. This enables our business to plan and evaluate spill risks to the marine environment in accordance with our environmental approach.
In 2023, we developed new oil pollution emergency plans that contributed to regulatory acceptance of 11 environmental approvals across our Australian assets. We also delivered capability and training programs for regions where we operate. We continue to engage with regional and international industry groups to assist in proactively managing and monitoring emerging risks.
From 2023, Woodside has committed to supporting positive biodiversity outcomes in the regions in which we operate. Our approach builds on existing biodiversity positive projects, that commenced in the years prior to 2023. Woodside developed a framework in 2023 to assess and implement future projects. Woodside seeks to support biodiversity positive projects that have a measurable biodiversity outcome, that enhance stakeholder involvement and adequately manage risks.
We continue to invest in science to support better environmental performance and outcomes across our global portfolio.
We also continue to progress our environmental regulatory authorisations across Australia, Trinidad and Tobago, the United States, Mexico and Senegal to advance our projects. See section 3.7 - New energy and carbon solutions.
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First Nations cultural heritage and engagement
We acknowledge the unique connection that First Nations communities have to land, waters and the environment. We believe First Nations cultural heritage and industry can successfully coexist. We seek to ensure Traditional Owners and Custodians are central to heritage management so that cultural values are understood and remain protected. We understand the importance of identifying and working with those who have longstanding cultural and spiritual connections to land and waters where we have a presence, and we are guided by them in our efforts to avoid or minimise potential impact of our operations on those First Nations communities.
We partner with First Nations communities to create positive outcomes that leave a lasting legacy.
We acknowledge the diversity of the First Nations communities in the areas where we are present. When communicating with a wide audience, Woodside uses the term Indigenous and First Nations interchangeably. On a local level, Woodside will be guided by the community as to the appropriate terms of reference.
Highlights |
• Extensive consultations in relation to cultural heritage management approvals.
• Progression of relationships in New Zealand with the Ngāi Tahu iwi relevant to the Southern Green Hydrogen Project, with a continued focus on strengthening stakeholder relationships.
• Provision of support for consultation with First Nations stakeholders relevant to environment plan approvals.
• Continued commitment to support submerged heritage research at Murujuga to inform project implementation and manage possible impacts.
• First Nations Advisory Group Roundtable discussions. |
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Potential opportunities |
• Pursue initiatives in addition to existing Reconciliation Action Plan targets.
• Further develop relationships with First Nations communities in the areas where we are active.
• Pursue and formalise First Nations partnerships in the areas where we are active. |
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Potential risks |
• Woodside contributes to negative impacts to Murujuga Rock Art.
• Woodside does not meet local content outcomes for First Nations communities.
• Woodside does not meet expectations of First Nations communities in areas where we are active.
See also section 3.9 - Risk factors. |
Our approach
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Our First Nations Communities Policy defines our approach and is regularly reviewed and updated as required. Woodside employees, contractors and joint venture partners engaged in activities under Woodside’s operational control, are collectively responsible for the application of the Policy and are provided with training to ensure they are able to do so. The Policy notes that Woodside is to be guided by the United Nations Declaration on the Rights of Indigenous Peoples which demonstrates our commitment to understanding the relevant human rights considerations as we engage with different First Nations communities.
In Australia, we maintain relationships with First Nations communities in the Pilbara, Kimberley, South West and Perth. Due to recent changes to regulatory compliance requirements our approach to consultation has been extended. In 2023, Woodside’s First Nations relations team consulted with a range of First Nations communities, in Australia, from Esperance to the Tiwi Islands and as far east as Melbourne. The diversity of the environments we are operating in as a global company has expanded our engagements with a range of community stakeholders in the United States, Mexico, Trinidad and Tobago, and New Zealand.
Refer to woodside.com for our First Nations Community Policy.
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Our performance
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In 2023, new relationships were formed and new land use and relationship agreements were executed. Woodside remains committed to close consultation with the relevant persons in the areas in which we operate by way of community and individual meetings, attending community-initiated events, and ensuring accessibility for feedback or questions as needed. A key element of our consultation efforts is our willingness to be flexible and adaptable in our consultation format to suit the audience.
Cultural heritage
Woodside’s Cultural Heritage Management Procedure reflects our publicly available First Nations Communities Policy. This policy includes engaging with affected communities of First Nations peoples in ways that are consistent with the principles of seeking Free, Prior and Informed Consent (FPIC).
Our approach to the identification, management and protection of tangible and intangible cultural heritage seeks to avoid impacts, or if avoidance is not possible, to minimise and mitigate those impacts. We seek to ensure Traditional Owners and Custodians are central to heritage management so that cultural values are understood and remain protected.
Woodside also prepares detailed Cultural Heritage Management Plans (CHMPs) for nearshore and onshore facilities and projects and completes heritage audits and surveys with Traditional Custodians and independent heritage experts. Woodside is also committed to ensuring our management of cultural heritage is thorough, transparent and underpinned by consultation and continued engagement with First Nations communities, which is illustrated through our extensive consultation on our Environment Plans, completed heritage surveys for the proposed Woodside Solar project, and support for Murujuga’s World Heritage Listing.
Cultural heritage management approvals
Woodside’s activities are the subject of environmental assessments by a range of regulators including the Australian National Offshore Petroleum Safety and Environmental Management Authority.
Woodside has consulted extensively with Indigenous stakeholders on a variety of activities in 2023. These consultations have included the tangible and intangible cultural heritage of the environments in which we plan to operate, as well as the environmental values. In 2023, we also agreed the Scarborough Cultural Heritage Management Plan with Murujuga Aboriginal Corporation (MAC), which is publicly available on our website at woodside.com.
The CHMP is designed to ensure that impacts to heritage sites and values, including to Murujuga’s National Heritage Listed and World Tentative Heritage Listed values, are adequately protected in a manner agreed between Woodside and Traditional Owners and Custodians represented through MAC. It aims to preserve the tangible and intangible heritage values and protect the cultural and spiritual values of the Traditional Owners and Custodians. Woodside is also progressing the agreement of a CHMP with Ngarluma Aboriginal Corporation for the development of a proposed solar photovoltaic farm on the Maitland Strategic Industrial Estate.
Our continued commitment to reconciliation
Woodside has been part of Reconciliation Australia’s Reconciliation Action Plan (RAP) program since 2009. Woodside’s vision for reconciliation is to partner with Indigenous communities to create positive economic, social and cultural outcomes. It is also to reflect on our shared history, empower Indigenous voices to speak and be heard so all Australians can learn, and work together towards a better, shared future.
We are continuing to move away from recording completed activities, in favour of measuring longer-term impact outcomes. Woodside reports annually on progress towards the committed outcomes that support our four Reconciliation Action Plan pillars: respect for culture and heritage, capability and capacity, economic participation and stronger communities.
In 2023, Woodside made donations to the Aboriginal and Torres Strait Islander Voice Referendum activities that were aligned with Our Values, the principles set out within our 2021-2025 Reconciliation Action Plan and our First Nations Communities Policy. Our donations supported organisations to disseminate information and advocate in favour of formalising a pathway for Indigenous Australians to share their views on policies that impact them. Woodside’s contribution aligns with our support for the Uluru Statement from the Heart, which called for the establishment of an Indigenous voice to Parliament, agreement making and truth-telling. For further information, please see the Corporate Governance Statement and the Sustainability section of our website at woodside.com.
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3.9 Our business
Risk factors
Woodside recognises that taking risk is necessary for our business and the effective management of risk is vital to meeting our objectives. We are committed to managing risks in a proactive, informed and effective manner as a source of competitive advantage.
Our approach is intended to enable risk informed decision making, which will protect us against potential negative impacts and enable us to seek the right opportunities. The objective of our risk management framework is to provide a single consolidated view of risks across the company to understand our full risk exposure and prioritise risk management and governance.
For more information on our risk management process, refer to our Risk Management Policy, available on our website at woodside.com.
Woodside’s risk management process is presented as an iterative sequence that we undertake in a coordinated manner. The process helps us implement risk management to effectively identify, assess, and control risks, thereby enhancing the likelihood of achieving our objectives. The process involves:
• | communication and consultation with key stakeholders |
• | define risk scope, context and criteria |
• | risk assessment |
• | risk treatment |
• | monitor and review risk management process; and |
• | record and report risks. |
The process is defined in our risk management procedure which is designed to provide a consistent process for the identification, management and reporting of risks that have the potential to materially impact the achievement of Woodside’s business objectives.
The Audit & Risk Committee plays a crucial role in enabling the Board to meet its oversight responsibility in relation to Woodside’s risk management. The Sustainability Committee also focuses on sustainability-related risk management. Refer to section 4.1.3 - Board committees for more information on the Audit & Risk Committee and the Sustainability Committee.
We categorise risks into three categories:
1. | Strategic risks: Risks that could affect our organisation’s ability to achieve its strategic objectives. |
2. | Entity risks: Risks that could affect our organisation’s ability to achieve our business objectives. They can be positive, negative, or both; and can address, create, or result in opportunities and threats. |
3. | Emerging risks: Risks defined as an external threat or opportunity that has a high degree of uncertainty due to rapid or non- linear evolution. They have the potential to materially impact the achievement of strategic objectives. |
Woodside’s risk appetite statement is a vital element of our risk framework. In 2023 the statement was updated to reflect the merged organisation’s appetite to take risk and tolerance to outcomes. The statement is designed to enable our organisation to make risk informed decisions.
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OVERVIEW OF OUR RISK FACTORS
Climate change
The global response to climate change is changing the way the world produces and consumes energy. The complex and pervasive nature of climate change means transition risks are interconnected with and may amplify other risks. Additionally, the inherent uncertainty of potential societal responses to climate change may create a systemic risk to the global economy. Climate change may also create significant physical risks, such as increased frequency and severity of storms, wildfires, floods and other climatic events, as well as chronic shifts in temperature and precipitation patterns.
How is this factor relevant to Woodside?
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Woodside’s risks associated with climate change and the transition to a lower carbon economy include possible impacts to demand (and pricing) for oil, gas and its substitutes, the policy and legal environment for its exploration, development and production, and Woodside’s reputation and operating environment. We may also face risks related to climate change’s potential to cause physical damage or disruptions to our assets or our supply chains.
Woodside is an energy company and in order for us to meet the ongoing needs of our customers and the communities in which we operate, we must understand, forecast and manage several critical risks to evolve and prosper through this transition.
These elements include:
• | the demand and pricing of oil, gas, new energy products and lower carbon services |
• | the regulation of oil and gas exploration, production and consumption |
• | the timing and rate of the global transition to a lower carbon economy |
• | public perception of Woodside and the broader oil and gas industry |
• | access to, and value of, carbon credits or emission allowances; and |
• | uncertainties associated with changing weather patterns. |
Examples of how this factor may impact Woodside
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• | Physical impacts on our assets or those of our suppliers, customers or communities caused by increased frequency or intensity of severe weather events. |
• | Over or under investing in oil and gas reserves leading to an imbalance between our supply and global demand. |
• | Failure to transition to new energy at a pace that serves the global demand, or stakeholder sentiments, or to develop and implement lower carbon technologies on which Woodside’s strategy may depend. |
• | Climate-driven changes to legislation, regulation and policy or climate-related litigation resulting in additional costs, prevent or restrict Woodside from conducting activities and adversely impacting Woodside’s reputation. |
• | Availability and cost of emission allowances or carbon credits could impact Woodside’s ability to meet its 2025 and 2030 net equity Scope 1 and 2 emissions reduction targets. |
• | Failure of other organisations to meet emissions targets across the broader oil and gas industry. |
• | Reputational risks with respect to Woodside or the oil and gas industry in general. |
• | Financial risks, including limits on availability of funding, changes in financing terms for oil and gas projects or ability to access capital markets. |
These impacts may lead to a loss in shareholder value, loss of market share to competitors, delays or stoppages in our operations, reduced capacity to fund capital projects, delayed or suspended regulatory approvals, legal liabilities and adverse impacts on Woodside’s reputation, social licence to operate and on the delivery of our strategy.
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Social licence to operate
Risks associated with actual or perceived deviation from social or business expectations of ethical behaviour (including breaches of laws or regulations) and social responsibility (including environmental impact and community contribution), particularly as these expectations evolve and as Woodside expands its global operations.
How is this factor relevant to Woodside?
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Woodside relies on maintaining healthy relationships with our numerous stakeholders in order for us to achieve our objectives. Our employees, host communities, Traditional Owners and Custodians, government authorities, investors and other groups form significant relationships with our organisation. These relationships are built on the trust that Woodside will meet our stakeholders’ expectations. We must also consider the role our commercial agreements play in relation to human rights around the world, as we have a responsibility to ensure the rights of all humans are not negatively affected by our organisation.
Some of the most significant risks to our relationships with stakeholders include:
• | Engaging in activities that have real or perceived adverse impacts on the environment, biodiversity, human rights or cultural heritage. |
• | Failing to meet our net equity Scope 1 and 2 emissions reduction targets or investment targets in new energy. |
• | Inadequately responding to quickly evolving expectations of Woodside (including expectations that may significantly differ in the various jurisdictions in which we operate). |
Additionally, third-party risks that are outside of our control could negatively impact our reputation and licence to operate, such as oil spills or other disasters or scandals that cause collateral damage to Woodside’s licence to operate via reputational damage to the oil and gas industry at large.
Failure to maintain healthy relationships with our various stakeholders may result in violation of local or national laws or regulations, significant reputational damage, delayed approvals, civil suits and ultimately the deterioration of our licence to operate.
Examples of how this factor may impact Woodside
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• | Limited, delayed or failed approvals from local and national government bodies. |
• | Lost or limited stakeholder support for our current business and future opportunities. |
• | Risks related to class action lawsuits, litigation and activism, including allegations of greenwashing. |
• | Reductions in the availability, or less favourable terms, of financing. |
• | Decreased ability to attract and retain a talented workforce, and other operational concerns. |
These impacts may lead to a loss in shareholder value, loss of market share to competitors, decreases in the value of assets, delays or stoppages in our operations or infringements on our ability to execute and complete transactions, reduced capacity to fund capital projects, delayed or suspended regulatory approvals, legal liabilities and adverse impacts on Woodside’s reputation, social licence to operate and on the delivery of our strategy.
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Growth
Risks associated with delivery of both major and complex multi-year execution project activities and transactions (including acquisitions and divestments) across multiple global locations, including a reliance on third parties for materials, products and services.
How is this factor relevant to Woodside?
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Oil and gas
In order to maintain our production levels and deliver shareholder value, Woodside must continue to identify growth opportunities, organic and inorganic, and commercialise them. To maintain a stable pipeline of future projects and realise the full value of growth opportunities, Woodside will need to compete with major oil companies, national oil companies (NOCs), independent oil and gas companies, individual producers and new energy companies. Failure to effectively compete with these companies may result in the inability to continue to expand Woodside’s current operations and meet our objectives.
Woodside must continue to effectively manage relationships with industry partners, for example, at times we enter joint ventures with organisations which may also be a competing oil and gas supplier. It is essential that our voice is heard both within our industry and more broadly. In order for us to effectively communicate, we may at times align with industry bodies to advocate what we believe is right. In addition, our current and planned projects involve uncertainties and operating risks that could prevent us from realising profits or result in the total or partial loss of our investment.
New energy
We have set targets for our new energy products and lower carbon services.1,2 However, there is uncertainty around the pace of required technological innovation and the reliability of technologies that will be needed to transition to a lower carbon environment. In addition, new sources of energy, such as hydrogen or ammonia, may be more difficult to commercialise than expected or may not be able to be commercialised safely or as efficiently as expected at scale. Woodside may also face unforeseen obstacles in the commercialisation of a future carbon capture business and in the implementation of other lower carbon services and emission reduction efforts.
Examples of how this factor may impact Woodside
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1 | Please see section 6.7 - Glossary, units of measure and conversion factors for a definition of how Woodside uses the term lower carbon portfolio. |
2 | Scope 3 targets are subject to commercial arrangements, commercial feasibility, regulatory and Joint Venture approvals, and third-party activities (which may or may not proceed). Individual investment decisions are subject to Woodside’s investment targets. Not guidance. Potentially includes both organic and inorganic investment. |
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Operations
Due to the nature of our operations, Woodside and our communities are potentially exposed to a broad range of risks; some are beyond Woodside’s control. This is a result of factors such as the geographical range, operational diversity and technical complexity of our assets.
Health and safety: Our operations are subject to risks related to safety or major hazard events in connection with our activities or facilities, and may also include unanticipated or unforeseeable adverse events which impact our ability to respond, manage and recover from such events.
Commercial: We manage commercial risks within our operations, including third-party relationships such as joint venture partners, contract counterparties and our supply chain.
Regulation: Woodside is subject to extensive governmental oversight and regulation in the jurisdictions in which we operate, and such regulations may change in ways that adversely affect our business, results of operations and financial condition. In addition, we are required to comply with securities regulations in Australia, the US and the UK.
Reserves and resources estimates: We manage the estimation of proved oil and gas reserves by using judgement and the application of complex rules, and subsequent downward adjustments of Woodside’s reported reserves estimates are possible.
How is this factor relevant to Woodside?
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General operational risks: Our operating assets are subject to a range of operating risks associated with process safety incidents, breaches of cybersecurity, extreme weather events and supply chain disruptions. Disruptions to our supply chain, or failure of our contractual counterparties to fulfill their obligations, could adversely impact our production, operations and our financial performance, result in litigation or class actions and cause long-term damage to our reputation.
Health and safety: At Woodside, one of our competitive advantages is our ability to operate safely. Failure to continue to do so could result in sustained production interruptions leading to an inability to meet production forecasts, as well as potential reputational damage with customers, employees, commercial partners and other stakeholders.
Commercial: The majority of our major projects and operations are conducted in joint ventures, which may limit our control over, and our ability to effectively manage risks associated with, such projects. Joint venture participants may have economic or business interests or objectives that are inconsistent with or opposed to our interests and objectives. For projects in which we are not the operator, we may be unable to control the behaviour, performance and cost of operations of joint ventures in which we participate. In these cases, we will be dependent on joint venture participants acting as operators and their ability to direct operations or manage the timing and performance of any activity or the costs or risks involved may be reduced.
Regulation: We are subject, in each of the countries in which we operate, to various national and local laws, regulations and approvals relating to the exploration, development, production, marketing, pricing, transportation and storage of our products, as well as the management, decommissioning, clean up and restoration of our properties, and management and disclosure of our operations and impacts. The exploration, production, and transportation of oil and gas involves risk that releases to the environment may occur, which could cause substantial harm to the environment, natural resources, or human health and safety.
These laws and regulations could change, and any such changes could have a material adverse effect on our business and financial condition. Because such laws and regulations are subject to amendment and reinterpretation over time, we are unable to predict the future cost or impact of complying with such laws. Moreover, we cannot predict whether new legislation to regulate the oil and gas industries might be proposed, what proposals, if any, might actually be enacted and what effect, if any, the proposals might have on our operations. The adoption and implementation of new or more stringent legislation, regulations or other regulatory initiatives that result in the imposition of more stringent standards for greenhouse gas emissions from the oil and gas industry could restrict the areas in which this sector may operate, and could result in increased compliance costs and changes in product pricing, which could impact consumer demand for our products.
Additionally, the conduct of Woodside, our employees and our third-party partners could result in actual or alleged breaches of laws, regulations and approvals, including fraud, corruption, anti-competitive behaviour, money laundering, breaching trade or financial sanctions, market manipulation, privacy breaches, ethical misconduct and wider organisational cultural failings. We have incurred and will continue to incur operating and capital expenditures, some of which may be material, to comply with applicable laws, regulations and approvals.
Reserves and resources estimates: Estimating proved oil and gas reserves involves subjective judgements and determinations based on available geological, technical, contractual and economic information. New information from production or drilling activities, changes in economic factors, such as oil and gas prices, alterations in the regulatory policies of host governments in the jurisdictions in which we operate, or other events may cause estimates to change over time. Additionally, estimates may change to reflect acquisitions, divestments, new discoveries, extensions of existing fields and improved recovery techniques.
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Operations (Cont.)
Examples of how this factor may impact Woodside
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• | A loss of containment event or other operational incident on or related to our property or operations could occur, which could have significant impacts including to human health and safety, the environment, natural resources or cultural resources, as well as financial, legal and reputational impacts. |
• | Certain activities are undertaken in deep waters where operations, support services and decommissioning activities are more difficult and costly than in shallower waters. The deep waters in the Gulf of Mexico, as well as international deepwater locations, lack the physical and oilfield service infrastructure present in shallower waters. As a result, deepwater operations may have additional risks, such as a blowout, and require significant time between a discovery and the time that Woodside can market its production. |
• | Natural disasters, earthquakes, social unrest, pandemic diseases (such as COVID-19) and criminal actions by external parties could result in injuries, loss of life, disruption of our operations or the loss or suspension of permits or other approvals. |
• | Our joint venture partners may have the ability to exercise veto rights to block certain key decisions or actions that we believe are in our or the joint venture’s best interests or approve those matters without our support. |
• | Our partners and contractual counterparties may not be able to meet their financial or other obligations to the projects. In addition, the actions of our partners, contractors and subcontractors could result in legal liability and financial loss for Woodside. |
• | Applicable laws and regulations may obligate Woodside to identify, avoid, mitigate and disclose environmental risks in various operational practices, which in turn could materially adversely affect our business, financial condition or results of operations. We may also be required to maintain financial assurance through bonds or insurance. |
• | A failure to comply with applicable laws, regulations and approvals may result in the assessment of sanctions, including administrative, civil, and criminal penalties, the imposition of investigatory, remedial, and corrective action obligations or the incurrence of capital expenditures, the occurrence of restrictions, delays or cancellations in the permitting, development or expansion of current or proposed projects, and issuance of injunctions restricting or prohibiting some or all of our activities in a particular area. |
• | An operational incident could result in multiple fatalities. |
• | Supply chain disruptions such as long wait times for critical spares may cause extended outages at our operations. |
• | Joint participants or contractual counterparties may be primarily responsible for the adequacy of the human or technical competencies and capabilities which they bring to bear on the joint project, which may not be adequate. |
• | The suspension, revocation, failure to renew or alteration of, or challenges to, the terms of the licences, permits, government contracts or approvals required for our operations. |
• | Sanctions for non-compliance with laws and regulations may include administrative, civil and criminal penalties, demand for reimbursement for government or regulatory actions, government orders, suspension or revocation of licences, permits, government contracts or approvals, and corrective action orders. |
• | Government policy objectives in the countries in which we do business, now or in the future, could take the form of increased governmental regulations (including in respect of restoration, protection of the environment, greenhouse gas emissions, natural resources, and worker health and safety), redirection of product distribution (such as domestic gas reservation policies), changes in taxation regulation or enforcement (including, for example, changes in tax rates or increased focus on audits), taxation subsidies or royalties, nationalisation of resource assets or restrictions or moratoriums on our operations on government leases, limitations on periods of lease retention, interference with the confidentiality and availability of information, forced renegotiation of contracts, changes in laws and policies governing operations of foreign-based companies, trade sanctions, currency restrictions and exchange rate fluctuations and other governmental steps. |
• | Actual or alleged violations of the securities laws that we are subject to could result in private or governmental litigation, civil penalties, regulatory action and shareholder class actions. |
• | Downward adjustments of our reported reserves estimates could indicate lower future production volumes or the impairment of assets. |
These impacts may lead to a loss in shareholder value, loss of market share to competitors, decreases in the value of assets, delays or stoppages in our operations, reduced capacity to fund capital projects, delayed or suspended regulatory approvals, legal liabilities and adverse impacts on Woodside’s reputation, social licence to operate and on the delivery of our strategy.
Woodside had a fatality in 2023. The tragic loss of our colleague, a contractor employee, has led to the implementation of additional controls based on preliminary investigation insights into the incident. The external investigations into the incident are ongoing.
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Finance and market
Risks associated with the ability to capture value whether markets are stable or volatile, and manage the risks associated with interest rate, commodity price and foreign exchange fluctuations and inflation. Generally, Woodside does not have control over the factors that affect market development and prices.
How is this factor relevant to Woodside?
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Woodside must be financially well positioned in order to pursue our strategic objectives and remain resilient during times of economic challenge. Several factors can affect our position, including:
• | Market and commodity price: Woodside’s revenues are primarily derived from the sale of hydrocarbons. The prices Woodside receives for these products are variable and are impacted by global economic factors beyond Woodside’s control. We seek to forecast changes in the economic factors to enable us to maintain a strong market position during challenging economic times. Refer to section 6.3 - Additional disclosures and section A in the Notes to the Financial Statements for further information. |
• | Capital management: For Woodside to continue to operate sustainably we must make risk informed decisions related to allocation of capital. We seek to apply a disciplined and balanced approach to capital management through the commodity price cycle. Refer to section 2.2 - Capital management for further information. |
• | Foreign exchange risk: Woodside is exposed to foreign currency risk from future commitments, financial assets and financial liabilities that are not denominated in US dollars. Refer to section A in the Notes to the Financial Statements for further information. |
• | Interest rate risk: This is the risk that Woodside’s financial position will fluctuate due to changes in market interest rates. Woodside’s risk relates primarily to financial instruments with floating interest rates including long-term debt obligations, cash and short-term deposits. Refer to section C in the Notes to the Financial Statements for further information. |
Examples of how this factor may impact Woodside
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• | A reduced ability to fund our strategy including our projects. |
• | Significant volatility in energy prices, such as the volatility experienced in recent years, may increase the challenges associated with long-term plans. |
• | An imbalance in supply and demand can impact commodity prices and our ability to forecast market conditions determines whether we are impacted positively or negatively. |
• | Woodside may become a less attractive joint venture partner. |
• | Reduced shareholder returns due to lower commodity prices. |
• | If we inaccurately forecast the global demand for our LNG products we may face difficulties obtaining longer term sales contracts with desirable commercial terms. |
• | If counterparties to our derivative instruments are unable to fulfill their obligations, a larger percentage of our future oil and gas production could be subject to price changes. |
• | Inability to achieve anticipated synergies and cost savings on expected timeline or at all. |
• | Unforeseen costs relating to the integration of development, extraction and production operational systems, IT systems and financial and accounting systems of both businesses. |
• | Impairments of assets, goodwill or other intangible assets could have a significant negative effect on our reported net income and our ability to pay dividends in one or more accounting periods if the level of impairment were to exceed profits available for distribution. |
These impacts may lead to a loss in shareholder value, loss of market share to competitors, decreases in the value of assets, delays or stoppages in our operations, reduced capacity to fund capital projects, delayed or suspended regulatory approvals, legal liabilities and adverse impacts on Woodside’s reputation, social licence to operate and on the delivery of our strategy.
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People and culture
Risks associated with the ability to attract, retain, develop and motivate key employees to succeed and safeguard both current or future performance and growth.
How is this factor relevant to Woodside? |
People are key to the success of Woodside. We must build and maintain a capable workforce if we are to achieve our objectives. An effective operating model with a balanced organisation structure will allow us to conduct our operations and pursue new energy opportunities. For Woodside to remain an employer of choice, our culture must support our current employees and attract the best new candidates.
Examples of how this factor may impact Woodside |
• | During periods of high demand for skilled resources, Woodside may be unable to fill critical roles at acceptable costs or at all, leading to operational impacts. |
• | A limited ability to operate due to our people leaving critical roles. |
• | An inability to pursue innovation opportunities due to a skills shortage. |
• | Loss of key personnel or expert knowledge. |
• | An inability to reach timely agreements with employees including where represented by third parties may result in industrial action. |
These impacts may lead to a loss in shareholder value, loss of market share to competitors, decreases in the value of assets, delays or stoppages in our operations, reduced capacity to fund capital projects, delayed or suspended regulatory approvals, legal liabilities and adverse impacts on Woodside’s reputation, social licence to operate and on the delivery of our strategy.
Digital and cybersecurity
Risks associated with adopting and implementing new technologies, whilst safeguarding our digital information and landscape (including from cyber threats) across our value chain.
How is this factor relevant to Woodside? |
Woodside must relentlessly protect the confidentiality, integrity and availability of digital information and operational technologies. Woodside’s technology systems including artificial intelligence and machine learning technologies, may be targeted by an internal or external malicious act or our systems may be disrupted unintentionally. Additionally, the cost of implementing and maintaining effective technology systems may be higher than anticipated. While our technology controls are designed to protect against all causes of disruption, we cannot be certain that they will protect our systems in all cases.
Refer to section 4.1.6 - Risk management and internal control and section 6.3 - Additional disclosures for further information on cybersecurity.
Examples of how this factor may impact Woodside |
• | In the event of a cyber attack, Woodside’s confidential or sensitive information may be made public or held for ransom. |
• | Our operations may be disrupted if an attacker gains access to our control systems. |
• | Litigation and governmental proceedings arising from the occurrence of a cyber attack. |
• | Potential adverse impacts on our reputation and the safety of our employees and the communities in which we operate. |
These impacts may lead to a loss in shareholder value, loss of market share to competitors, decreases in the value of assets, delays or stoppages in our operations, loss of revenue, increased expenses, reduced capacity to fund capital projects, delayed or suspended regulatory approvals, legal liabilities and adverse impacts on Woodside’s reputation, social licence to operate and on the delivery of our strategy.
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3.10 Our business
Reserves Statement
ABOUT THE RESERVES STATEMENT
This Reserves Statement presents Woodside’s proved oil and gas reserves, as of 31 December 2023, in accordance with the regulations of the United States Securities and Exchange Commission (SEC).1
Unless stated otherwise, the following apply to this Reserves Statement: The effective date for reserves estimates is 31 December 2023. Estimates have been prepared in accordance with the reserve definitions of Rules 4-10(a) of SEC Regulations S-X and are calculated using SEC-compliant economic assumptions and pricing. Production is reported for the period from 1 January 2023 to 31 December 2023. Reserves and production stated are Woodside’s net share and inclusive of fuel consumed in operations. See “Methodology” below.
All numbers are internal estimates produced by Woodside. Estimates of reserves should be regarded only as estimates that may change over time as further production history and additional information becomes available. See “forward-looking statements”.
2023 PROVED RESERVES
Woodside produced a total of 201.0 MMboe in 2023, including 186.1 MMboe produced for sale and 15.0 MMboe of production consumed primarily as fuel in operations.2 At 31 December 2023, Woodside’s remaining proved reserves were 2,450.1 MMboe (Table 1, 2).
The first-time booking of reserves at Trion in Mexico and Mad Dog Southwest in the US Gulf of Mexico increased proved reserves by 204.1 MMboe (shown as extensions and discoveries in Table 2), of which:
• | final investment decision and regulatory approval of the field development plan at Trion in August 2023 increased proved reserves by 194.8 MMboe3; and |
• | approval of the Mad Dog Southwest Extension project increased proved reserves by 9.3 MMboe. |
Revisions of previous estimates and transfers in 2023 resulted in a net increase of 61.8 MMboe for proved reserves. Key drivers for these revisions include:
• | asset optimisation, including injector to producer conversions, and field performance at Angostura and Ruby in Trinidad and Tobago contributed to a proved reserves increase of 13.0 MMboe |
• | improved overall field performance and technical updates in North West Shelf increased proved reserves by 49.7 MMboe |
• | performance based revisions at Shenzi decreased proved reserves by 13.4 MMboe. |
The reclassification of undeveloped reserves to developed reserves is discussed in the 2023 proved undeveloped reserves section of this Reserves Statement.
Table 1: Woodside’s proved reserves4,5,6 overview (net Woodside share, as at 31 December 2023)
Natural gas7 Bcf10 |
NGLs8 MMbbl11 |
Oil & condensate MMbbl |
Total9 MMboe12 |
Fuel included in total MMboe |
||||||||||||||||
Proved13 developed14 and undeveloped15 |
10,496.9 | 21.0 | 587.5 | 2,450.1 | 228.1 | |||||||||||||||
Proved developed |
2,582.1 | 18.7 | 266.0 | 737.7 | 63.5 | |||||||||||||||
Proved undeveloped |
7,914.7 | 2.3 | 321.6 | 1,712.5 | 164.6 |
Small differences are due to rounding
2022 PROVED RESERVES
Woodside produced 156.8 MMboe for sale in 2022, including 61.4 MMboe produced from 1 June 2022 from interests acquired as part of the merger with the BHP Petroleum business on 1 June 2022 (Acquired Assets). An additional 14.9 MMboe of production was consumed primarily as fuel in operations in the year ended 31 December 2022 resulting in a total production of 171.7 MMboe for 2022. At 31 December 2022, Woodside’s remaining proved reserves were 2,385.2 MMboe (Table 2).
The acquisition of the Acquired Assets on 1 June 2022 increased Woodside’s proved reserves as at 1 June 2022 by 922.8 MMboe to 2,339.6 MMboe.
2022 included revisions of previous estimates of 202.5 MMboe for proved reserves. Key drivers for the revisions include:
• | completion of an Atlantis full field integrated subsurface study that resulted in a 46.3 MMboe increase in proved reserves |
• | inclusion of offshore fuel gas reserves and favourable commodity prices resulting in a net increase of 51.7 MMboe to proved undeveloped reserves at Scarborough |
• | inclusion of fuel gas reserves and incorporation of drilling results at Sangomar resulting in a proved undeveloped reserves increase of 24.7 MMboe |
48
• | improved overall field performance at Pluto, North West Shelf, and Julimar-Brunello led to proved reserves increases of 31.7 MMboe, 17.6 MMboe, and 25.7 MMboe, respectively. |
METHODOLOGY
Reserves estimates have not been adjusted for risk. Proved reserves are estimated and reported on a net interest basis, excluding royalties owned by others, in accordance with the SEC regulations and have been determined in accordance with SEC Rule 4-10(a) of Regulation S-X. As defined by the SEC, proved reserves are those quantities of crude oil, natural gas, and natural gas liquids that, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward from known reservoirs and under existing economic conditions, operating methods, operating contracts, and government regulations. Unless evidence indicates that renewal of existing operating contracts is reasonably certain, estimates of economically producible reserves reflect only the period before the contracts expire. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence within a reasonable time.
Proved reserves are estimated by reference to available well and reservoir information, including but not limited to well logs, well test data, core data, production and pressure data, geologic data, seismic data and, in some cases, similar data from analogous, producing reservoirs. A wide range of engineering and geoscience methods, including performance analysis, numerical simulation, well analogues and geologic studies, have been used to develop high confidence in estimated quantities.
GOVERNANCE AND ASSURANCE
Woodside has several processes designed to provide assurance for reserves reporting, including its Reserves and Resources Policy, Petroleum Resources Management Procedure, Reserves and Resources Guideline, annual staff training and minimum experience levels. In addition, Woodside has a dedicated and independent Corporate Reserves Team (CRT) that provides oversight and assurance of the reserves assessments and reporting processes. Reserves are estimated by staff in teams directly responsible for development and production activities. These individuals are trained in the fundamentals of reserves reporting and are approved by the CRT on an annual basis. Reserves assessments are reviewed annually by the CRT to ensure technical quality, adherence to internally published guidelines and compliance with SEC reporting requirements. All reserves are reviewed and approved by Woodside’s Qualified Petroleum Reserves Evaluator and approved by senior management and the Board prior to public reporting.
QUALIFIED PETROLEUM RESERVES EVALUATOR STATEMENT
The estimates of petroleum reserves are based on and fairly represent information and supporting documentation prepared by, or under the supervision of Mr. Ben Stephens, Woodside’s Vice President Reserves and Subsurface, who is a full-time employee of the company and a member of the Society of Petroleum Engineers. The Reserves Statement as a whole has been approved by Mr. Stephens. Mr. Stephen’s qualifications include a Bachelor of Engineering (Petroleum Engineering) from the University of New South Wales, Australia, and 20 years of relevant experience.
Table 2: Proved developed and undeveloped reserves reconciliation (net Woodside share, as at 31 December 2023)
Australia | International16 | Total | ||||||||||||||||||||||||||||||||||||||||||||||
|
Natural gas |
|
NGLs | |
Oil & condensate |
|
Total | |
Natural gas |
|
NGLs | |
Oil & condensate |
|
Total | |
Natural gas |
|
NGLs | |
Oil & condensate |
|
Total | |||||||||||||||||||||||||
Bcf | MMbbl | MMbbl | MMboe | Bcf | MMbbl | MMbbl | MMboe | Bcf | MMbbl | MMbbl | MMboe | |||||||||||||||||||||||||||||||||||||
Reserves as at 31 December 2020 |
2,502.5 | 0.0 | 61.1 | 500.1 | 0.0 | 0.0 | 0.0 | 0.0 | 2,502.5 | 0.0 | 61.1 | 500.1 | ||||||||||||||||||||||||||||||||||||
Acquisitions and divestments17 |
0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | ||||||||||||||||||||||||||||||||||||
Extensions and discoveries18 |
5,146.4 | 0.0 | 0.2 | 903.0 | 0.0 | 0.0 | 81.2 | 81.2 | 5,146.4 | 0.0 | 81.3 | 984.2 | ||||||||||||||||||||||||||||||||||||
Revision of previous estimates19 |
151.2 | 0.0 | 12.9 | 39.5 | 0.0 | 0.0 | 0.0 | 0.0 | 151.2 | 0.0 | 12.9 | 39.5 | ||||||||||||||||||||||||||||||||||||
Production |
-430.1 | 0.0 | -16.7 | -92.1 | 0.0 | 0.0 | 0.0 | 0.0 | -430.1 | 0.0 | -16.7 | -92.1 | ||||||||||||||||||||||||||||||||||||
Reserves as at 31 December 2021 |
7,370.0 | 0.0 | 57.5 | 1,350.5 | 0.0 | 0.0 | 81.2 | 81.2 | 7,370.0 | 0.0 | 138.7 | 1,431.6 | ||||||||||||||||||||||||||||||||||||
Acquisitions and divestments |
3,096.1 | 18.3 | 34.0 | 595.4 | 251.2 | 7.7 | 275.6 | 327.4 | 3,347.4 | 26.0 | 309.6 | 922.8 | ||||||||||||||||||||||||||||||||||||
Extensions and discoveries |
0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | ||||||||||||||||||||||||||||||||||||
Revision of previous estimates |
682.3 | 3.6 | 12.3 | 135.6 | 112.0 | 2.1 | 45.2 | 66.9 | 794.3 | 5.7 | 57.5 | 202.5 | ||||||||||||||||||||||||||||||||||||
Production |
-692.5 | -4.5 | -24.0 | -150.0 | -35.4 | -0.8 | -14.7 | -21.7 | -728.0 | -5.3 | -38.7 | -171.7 | ||||||||||||||||||||||||||||||||||||
Reserves as at 31 December 2022 |
10,455.8 | 17.3 | 79.7 | 1,931.4 | 327.8 | 9.0 | 387.3 | 453.8 | 10,783.6 | 26.3 | 467.0 | 2,385.2 | ||||||||||||||||||||||||||||||||||||
Acquisitions and divestments |
0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | ||||||||||||||||||||||||||||||||||||
Extensions and discoveries |
0.0 | 0.0 | 0.0 | 0.0 | 177.9 | 0.4 | 172.5 | 204.1 | 177.9 | 0.4 | 172.5 | 204.1 | ||||||||||||||||||||||||||||||||||||
Revision of previous estimates |
308.6 | 2.2 | 15.4 | 71.8 | 35.6 | -0.6 | -15.6 | -9.9 | 344.3 | 1.6 | -0.2 | 61.8 | ||||||||||||||||||||||||||||||||||||
Production |
-738.4 | -5.9 | -22.7 | -158.1 | -70.6 | -1.4 | -29.2 | -43.0 | -809.0 | -7.3 | -51.8 | -201.0 | ||||||||||||||||||||||||||||||||||||
Reserves as at 31 December 202320 |
10,026.1 | 13.6 | 72.5 | 1,845.1 | 470.7 | 7.4 | 515.0 | 605.0 | 10,496.9 | 21.0 | 587.5 | 2,450.1 | ||||||||||||||||||||||||||||||||||||
Fuel included in 31 December 2023 reserves | 1,128.4 | 0.5 | 0.0 | 198.5 | 169.1 | 0.0 | 0.0 | 29.7 | 1,297.5 | 0.5 | 0.0 | 228.1 | ||||||||||||||||||||||||||||||||||||
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Proved developed and undeveloped reserves |
|
|||||||||||||||||||||||||||||||||||||||||||||||
Proved developed reserves | ||||||||||||||||||||||||||||||||||||||||||||||||
as at 31 December 2020 |
1,778.5 | 0.0 | 51.2 | 363.3 | 0.0 | 0.0 | 0.0 | 0.0 | 1,778.5 | 0.0 | 51.2 | 363.3 | ||||||||||||||||||||||||||||||||||||
as at 31 December 2021 |
1,744.5 | 0.0 | 50.2 | 356.3 | 0.0 | 0.0 | 0.0 | 0.0 | 1,744.5 | 0.0 | 50.2 | 356.3 | ||||||||||||||||||||||||||||||||||||
as at 31 December 2022 |
2,722.6 | 16.7 | 73.3 | 567.6 | 202.5 | 5.9 | 161.0 | 202.4 | 2,925.1 | 22.5 | 234.3 | 770.0 | ||||||||||||||||||||||||||||||||||||
as at 31 December 2023 |
2,361.3 | 12.6 | 67.9 | 494.8 | 220.8 | 6.1 | 198.0 | 242.8 | 2,582.1 | 18.7 | 266.0 | 737.7 | ||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||
Proved undeveloped reserves |
||||||||||||||||||||||||||||||||||||||||||||||||
as at 31 December 2020 |
724.0 | 0.0 | 9.8 | 136.8 | 0.0 | 0.0 | 0.0 | 0.0 | 724.0 | 0.0 | 9.8 | 136.8 | ||||||||||||||||||||||||||||||||||||
as at 31 December 2021 |
5,625.5 | 0.0 | 7.2 | 994.2 | 0.0 | 0.0 | 81.2 | 81.2 | 5,625.5 | 0.0 | 88.4 | 1,075.3 | ||||||||||||||||||||||||||||||||||||
as at 31 December 2022 |
7,733.2 | 0.7 | 6.4 | 1,363.8 | 125.2 | 3.1 | 226.3 | 251.4 | 7,858.5 | 3.8 | 232.8 | 1,615.2 | ||||||||||||||||||||||||||||||||||||
as at 31 December 2023 |
7,664.9 | 1.0 | 4.6 | 1,350.3 | 249.9 | 1.3 | 317.0 | 362.2 | 7,914.7 | 2.3 | 321.6 | 1,712.5 |
Small differences are due to rounding
2023 PROVED UNDEVELOPED RESERVES
At 31 December 2023, Woodside’s remaining proved undeveloped reserves were 1,712.5 MMboe, representing an increase of 97.2 MMboe from the 1,615.2 MMboe as at 31 December 2022 (Table 3).
Extensions and discoveries increased proved undeveloped reserves by 204.1 MMboe following the final investment decision and regulatory approval of the field development plan at Trion, and approval of the Mad Dog Southwest Extension project.
In 2023, 87.7 MMboe of proved undeveloped reserves were converted to proved developed reserves with start-up of development wells in Mad Dog Phase 2 (56.0 MMboe), Shenzi North (10.5 MMboe), Atlantis (8.7 MMboe), and Pyrenees (1.1 MMboe), and completion of offshore Pluto water handling (11.3 MMboe). Technical studies and performance resulted in a 3.4 MMboe decrease to proved undeveloped reserves. The effect of commodity prices relative to 2022 resulted in a 15.8 MMboe reduction to proved undeveloped reserves at Sangomar.
Undeveloped reserves in Julimar Brunello have remained undeveloped for longer than five years from the dates they were initially reported and are expected to be developed in a phased manner to meet long-term contractual commitments. The project is included in the company business plan, demonstrating the intent to proceed with the development.
During 2023, Woodside spent $5.3 billion on development activities worldwide. Of this amount, $4.7 billion was spent progressing the conversion of proved undeveloped reserves for projects where development status was achieved in 2023 or is expected to be achieved when development is completed in the future.
2022 PROVED UNDEVELOPED RESERVES
At 31 December 2022, Woodside’s remaining proved undeveloped reserves were 1,615.2 MMboe, which is roughly 68% of the total remaining proved reserves of 2,385.2 MMboe (Table 3). This represents an increase in proved undeveloped reserves of 539.9 MMboe from the 1,075.3 MMboe as at 31 December 2021. The largest element of this increase was a 529.7 MMboe increase as a result of the acquisition of the Acquired Assets.
During 2022, a total of 54.0 MMboe proved undeveloped reserves were converted to proved developed reserves through development activities primarily in the following projects: Greater Western Flank Phase 3 and Lambert Deep developments at North West Shelf in Australia (20.5 MMboe), infill well (XNA02) to support ongoing production from the Pluto LNG Project in Australia (15.8 MMboe), and multiple development opportunities at Shenzi in the US Gulf of Mexico including installation and commissioning of subsea multiphase pumping and well completions (17.1 MMboe).
Development plan changes in Sangomar and Julimar-Brunello Phase 3 resulted in increases to proved undeveloped reserves of 24.7 MMboe and 4.1 MMboe, respectively. Favourable commodity prices resulted in an increase of 15.5 MMboe in proved undeveloped reserves. Additionally, a net increase of 19.9 MMboe in proved undeveloped reserves occurred due to positive revisions in Scarborough and Bass Strait partially offset by negative revisions due to technical studies and performance at Pluto and Julimar-Brunello.
During 2022, Woodside spent $3.8 billion on development activities worldwide. Of this amount, $3.5 billion was spent progressing the conversion of proved undeveloped reserves for projects where development status was achieved in 2022 or is expected to be achieved when development is completed in the future.
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Table 3: Proved undeveloped reserves reconciliation (net Woodside share, as at 31 December)
MMboe | 2023 | 2022 | ||||||||
Proved undeveloped reserves opening balance |
1,615.2 | 1,075.3 | ||||||||
Extensions and discoveries |
204.1 | 0.0 | ||||||||
Revision of previous estimates |
-106.9 | 10.2 | ||||||||
Reclassifications to developed | -87.7 | -54.0 | ||||||||
Performance, technical studies, and other | -3.4 | 19.9 | ||||||||
Development plan changes | 0.0 | 28.8 | ||||||||
Price | -15.8 | 15.5 | ||||||||
Acquisitions and divestments |
0.0 | 529.7 | ||||||||
Proved undeveloped reserves closing balance |
1,712.5 | 1,615.2 |
Small differences are due to rounding
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NOTES TO THE RESERVES STATEMENT
1. | Woodside is an Australian company listed on the Australian Securities Exchange, the New York Stock Exchange, and the London Stock Exchange. Woodside reports its proved reserves in accordance with SEC regulations. These guidelines are also compliant with 2018 Society of Petroleum Engineers/World Petroleum Council/American Association of Petroleum Geologists/Society of Petroleum Evaluation Engineers Petroleum Resources Management System (SPE-PRMS). |
2. | ‘Production’ is the volume of natural gas, natural gas liquids (NGLs), condensate and oil produced during the period from 1 January 2023 to 31 December 2023 and converted to ‘MMboe’ for the specific purpose of reserves reconciliation. The production volume figures in this Reserves Statement differ from the production volume figures reported elsewhere in Woodside’s reports, because the production volume figures reported in this Reserves Statement include all fuel consumed in operations but exclude 1.1 MMboe in excess of reserves working interest percentage from Pluto non-operating participants processed via the Pluto-KGP Interconnector. Small differences are due to rounding. |
3. | The estimation of material additions to proved reserves was developed through the utilisation of available well and reservoir information. This included, but not limited to, well logs, well test data, core data and analyses, seismic data, pressure data, PVT data, and geologic data. This information formed the basis for a range of engineering and geoscience analyses, including numerical simulation, uncertainty studies, analogue benchmarking, and geologic and petrophysical studies. |
4. | For offshore oil projects, the reference point is defined as the outlet of the floating production storage and offloading facility (FPSO) or platform, while for the onshore gas projects the reference point is defined as the outlet of the downstream (onshore) gas processing facility. |
5. | ‘Reserves’ are estimated quantities of petroleum that have been demonstrated to be producible from known accumulations in which the company has a material interest from a given date forward, at commercial rates, under presently anticipated production methods, operating conditions, prices, and costs. Woodside reports reserves inclusive of all fuel consumed in operations. Proved reserves are estimated and reported in accordance with SEC regulations which are also compliant with SPE-PRMS guidelines. SEC-compliant proved reserves estimates use a more restrictive, rules-based approach and are generally lower than estimates prepared solely in accordance with SPE-PRMS guidelines due to, among other things, the requirement to use commodity prices based on the average of first of month prices during the 12-month period in the reporting company’s fiscal year. |
6. | All proved reserves estimates have been estimated using deterministic methods and reported on a net interest basis in accordance with the SEC regulations, and have been determined in accordance with SEC Rule 4-10(a) of Regulation S-X. Unless otherwise stated, all petroleum estimates reported at the company or region level are aggregated by arithmetic summation by category. The aggregated proved reserves may be a conservative estimate due to the portfolio effects of arithmetic summation. |
7. | ‘Natural gas’ is defined as the gas product associated with liquefied natural gas (LNG) and pipeline gas. Liquid volumes of crude oil, condensate, and NGLs are reported separately. |
8. | ‘Natural gas liquids’ or ‘NGLs’ is defined as the product associated with liquified petroleum gas (LPG) and consists of propane, butane, and ethane - individually or as a mixture. |
9. | ‘Total’ includes fuel consumed in operations. |
10. | ‘Bcf’ means Billions (109) of cubic feet of gas at standard oilfield conditions of 14.696 psi (101.325 kPa) and 60 degrees Fahrenheit (15.56 degrees Celsius). |
11. | ‘MMbbl’ means millions (106) of barrels of NGLs, oil and condensate at standard oilfield conditions of 14.696 psi (101.325 kPa) and 60 degrees Fahrenheit (15.56 degrees Celsius). |
12. | ‘MMboe’ means millions (106) of barrels of oil equivalent. Natural Gas volumes are converted to oil equivalent volumes via a constant conversion factor, which for Woodside is 5.7 Bcf of dry gas per 1 MMboe. Volumes of NGLs, oil and condensate are converted from MMbbl to MMboe on a 1:1 ratio. |
13. | ‘Proved reserves’ are those quantities of crude oil, condensate, natural gas and NGLs that, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward from known reservoirs and under existing economic conditions, operating methods, operating contracts, and government regulations. Proved reserves are estimated and reported on a net interest basis in accordance with the SEC regulations and have been determined in accordance with SEC Rule 4-10(a) of Regulation S-X. |
14. | ‘Developed reserves’ are those reserves that are producible through currently existing completions and installed facilities for treatment, compression, transportation, and delivery, using existing operating methods and standards. |
15. | ‘Undeveloped reserves’ are those reserves for which wells and facilities have not been installed or executed but are expected to be recovered through future significant investments. |
16. | ‘International’ consists of Trinidad and Tobago, Senegal, Mexico, and the United States Gulf of Mexico. |
17. | ‘Acquisitions and divestments’ are revisions that represent changes (either upward or downward) in previous estimates of reserves which result from either purchase or sale of interests and/or execution of contracts conveying entitlement. |
18. | ‘Extensions and discoveries’ represent additions to reserves that result from increased areal extensions of previously discovered fields demonstrated to exist subsequent to the original discovery and/or discovery of reserves in new fields or new reservoirs in old fields. |
19. | ‘Revision of previous estimates’ are changes (either upward or downward) in previous estimates of reserves, resulting from new information normally obtained from development drilling and production history, or resulting from a change in economic factors. |
20. | Scarborough proved undeveloped reserves as at 31 December 2023 are 7,336.0 Bcf (1,287.0 MMboe). Development activities are underway. In this Reserves Statement, Scarborough estimates are based on one hundred per cent interest in the Scarborough Joint Venture until completion of the transaction with LNG Japan referenced in the announcement on 8 August 2023 entitled “Woodside to Sell 10% Scarborough Interest to LNG Japan”. |
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4.1 Governance
Corporate Governance Statement
4.1.1 Corporate governance at Woodside
Woodside is committed to a high level of corporate governance and fostering a culture of ethical behaviour, integrity and respect. The Board is responsible for the overall corporate governance of Woodside.
Woodside’s corporate governance model is illustrated in the diagram below. The Woodside Management System (WMS) describes the Woodside way of working, enabling Woodside to understand and manage its business to achieve its objectives. It defines the boundaries within which Woodside employees and contractors are expected to work. The WMS establishes a common approach to how we operate, wherever the location.
Woodside continues to review and, where necessary, enhance our corporate governance policies and practices. We frequently consider developments arising in the markets where Woodside securities are listed, including the Australian Securities Exchange (ASX), London Stock Exchange (LSE) and New York Stock Exchange (NYSE). Our practices will evolve as we continually look to strengthen our governance framework in the context of our multi-jurisdictional business.
The company must comply with the Corporations Act 2001 (Cth), the ASX Listing Rules, UK Listing Rules, UK Disclosure Guidance and Transparency Rules, UK Market Abuse Regulation, relevant provisions of the NYSE Listed Company Manual and US securities laws applicable to Woodside as a foreign private issuer and other applicable Australian and international laws. This Corporate Governance Statement (Statement) reports on Woodside’s key governance principles and practices.
The ASX Listing Rules require the company to report on the extent to which it has followed the Corporate Governance Recommendations contained in the fourth edition of the ASX Corporate Governance Council’s Principles and Recommendations (ASXCGC Recommendations). The UK Disclosure Guidance and Transparency Rules, the NYSE listing standards and US securities laws also require the company to report on its governance arrangements and the governance code that it applies.
The ASXCGC Recommendations are publicly available at https://www.asx.com.au/documents/asx-compliance/cgc-principles-and-recommendations-fourth-edn.pdf.
The ASXCGC Recommendations are not incorporated by reference to this Statement. As shown in this Statement, throughout the year, Woodside complied with all ASXCGC Recommendations. Woodside is also subject to certain governance requirements of the LSE, the NYSE and the SEC. Refer to the section ‘Differences from NYSE corporate governance requirements’ for further information.
The Statement is current as at 27 February 2024 (unless otherwise specified) and has been approved by the Board.
All Board and committee charters and copies of the policies and documents referred to in this Statement are available on the Corporate Governance and Policies section of our website at woodside.com.
53
4.1.2 Board of directors
Board role and responsibilities
The Constitution provides that the business and affairs of the company are to be managed by or under the direction of the Board. The central role of the Board is to set the company’s strategic direction, to select and appoint a Chief Executive Officer (CEO) and to oversee the company’s management and business activities.
The Board’s role, powers, duties and functions are formalised in a Board Charter. Each year the Board performs its central role as set out in the Charter. The Charter sets out the matters and functions that are specifically reserved to the Board and the powers that are delegated to the CEO and management.
The Board Charter and the delegation of Board authority to the CEO and management are reviewed regularly.
Some of the key activities of the Board undertaken during the year include overseeing:
• | management’s response to key safety events, including the fatality of a colleague employed by a contractor at the North Rankin Complex |
• | Woodside’s strategy and providing input and guidance including on management’s execution of strategy |
• | the monitoring of impact of certain macroeconomic and geopolitical events on the global energy market |
• | the appointment of Liz Westcott as Executive Vice President Australian Operations effective June 2023 |
• | the plan to implement emissions reductions to meet the company’s near and medium-term emissions reduction targets and support Woodside’s pathway towards its aspiration of net zero equity Scope 1 and 2 greenhouse gas emissions by 2050 or sooner1 and consideration of adopting a Scope 3 emissions abatement target |
• | the final investment decision to develop the Trion resource in Mexico |
• | management’s response to policy and regulatory developments, including legal challenges to regulatory decision making in Australia |
• | the sale of a 10% non-operating participating interest in the Scarborough Joint Venture to LNG Japan2 |
• | the progression of carbon capture and storage studies and the H2OK hydrogen project |
• | the Scarborough and Pluto Expansion Projects and the Sangomar Field Development |
• | the commencement of production from the Mad Dog Phase 2 project and the Shenzi North project in the deepwater US Gulf of Mexico |
• | the appointment of two new directors to the Board. |
Board composition
The Constitution provides that the company is not to have more than 12, nor less than three directors. At the date of this report, the Board is comprised of 11 independent non-executive directors and the CEO. The following page shows each of the current directors and those directors who served during the year and the date of their appointment as a director.
1 | Target is for net equity Scope 1 and 2 greenhouse gas emissions, relative to a starting base representative of the gross annual average equity Scope 1 and 2 greenhouse gas emissions over 2016-2020 and may be adjusted (up or down) for potential equity changes in producing or sanctioned assets with an FID prior to 2021. |
2 | Subject to completion of the transaction, targeted in the first quarter of 2024. |
54
Richard Goyder, AO
BCom, FAICD
Chair: Chair since April 2018.
Term of office: Director since August 2017, re-election required at AGM in 2024.
Independent: Yes
Experience: Mr Goyder spent 24 years with Wesfarmers Limited, where he served as Managing Director and Chief Executive Officer from 2005 to late 2017. Mr Goyder also served as Chair of the Australian B20 (the key business advisory body to the international economic forum which includes business leaders from all G20 economies) from February 2013 to December 2014.
Committee membership: Chair of the Nominations & Governance Committee. Attends other Board committee meetings.
Current directorships/other interests:
Chair: Qantas Airways Limited (since 2018), Channel 7 Telethon Trust (since 2018), West Australian Symphony Orchestra (WASO) (since 2018) and Australian Football League Commission (since 2017). Mr Goyder will retire as chairman of Qantas Airways Limited before the next Qantas Annual General Meeting in late 2024.
Other directorships of listed entities within the past three years: Nil.
Meg O’Neill
BSc (Ocean Engineering), BSc (Chemical Engineering), MSc (Ocean Systems Management)
CEO and Managing Director
Term of office: Director since August 2021.
Independent: No
Experience: Ms O’Neill joined Woodside in 2018 and has performed a number of senior executive positions including Chief Operations Officer, Executive Vice President Development and Executive Vice President Development and Marketing. From April 2021 to August 2021, Ms O’Neill was acting CEO until she was formally appointed to the position.
Prior to joining Woodside, Ms O’Neill spent 23 years with ExxonMobil in a variety of technical, operational and senior leadership roles.
Committee membership: Attends Board committee meetings.
Current directorships/other interests:
Chair: Australian Energy Producers (since 2022).
Director: American Petroleum Institute (API) (since 2022), Reconciliation WA (since 2022), WA Venues & Events Pty Ltd (WAVE) (since 2019) and West Australian Symphony Orchestra (WASO) (since 2019).
Member: Chief Executive Women, National Petroleum Council (US) and UWA Business School Advisory Board.
Other: Honorary Governor of the American Chamber of Commerce (AmCham).
Other directorships of listed entities within the past three years: Nil.
Larry Archibald
BSc (Geosciences), BA (Geology), MBA
Term of office: Director since February 2017, re-election required at AGM in 2026.
Independent: Yes
Experience: Mr Archibald previously worked at ConocoPhillips, where he spent eight years in senior executive positions including Senior Vice President, Business Development and Exploration and Senior Vice President, Exploration. Prior to joining ConocoPhillips, Mr Archibald spent 29 years at Amoco from 1980 to 1998 and BP from 1998 to 2008 in various positions including leading exploration programs covering many world regions.
Committee membership: Audit & Risk, Sustainability and Nominations & Governance Committees.
Current directorships/other interests:
Chair: University of Arizona Geosciences Advisory Board (since 2019).
Other directorships of listed entities within the past three years: Nil.
55
Ashok Belani
M.S. Engineering
Term of office: Director since January 2024,
election required at AGM in 2024.
Independent: Yes
Experience: Mr Belani joined SLB (formerly Schlumberger) in 1980 and served as a senior executive of SLB from 2011 until his retirement in 2022, Mr Belani held several senior executive roles at SLB including President Reservoir Characterization, Executive Vice President Technology and most recently, Executive Vice President New Energy where he was responsible for deploying differentiated technologies and practices to decarbonise exploration and production operations, and the development of new avenues of growth in emerging markets with carbon-neutral technologies. Mr Belani continued to work as a Senior Advisor to SLB from 2022.
Committee membership: Member of the Sustainability, Audit & Risk and Nominations & Governance Committees.
Current directorships/other interests:
Director: Gentari Sdn. Bhd. (since 2023), Enervenue, Inc. (since 2021) and AMGreen Group (since 2024).
Member: Board of AStar, the agency for science and technology for the Government of Singapore.
Other directorships of listed entities within the past three years: Nil.
Arnaud Breuillac
MSc Engineering
Term of office: Director since March 2023, re-election required at AGM in 2026.
Independent: Yes
Experience: Mr Breuillac had a 40-year career with TotalEnergies SE, including as President Middle East, Senior Vice President E&P, Continental Europe and Central Asia, and seven years as President Exploration & Production before his retirement at the end of 2021. From 2021 to 2022, Mr Breuillac continued as Senior Advisor to the Chair and Chief Executive Officer of TotalEnergies.
Committee membership: Chair of the Human Resources & Compensation Committee. Member of Sustainability and Nominations & Governance Committees.
Current directorships/other interests:
Director: Trident Energy Ltd (since 2022) and Géosel Manosque SAS (since 2022).
Member: Board of ACL (Association des diplomes de l’ECL).
Other: President of ECL (Ecole Centrale de Lyon) Endowment Fund.
Other directorships of listed entities within the past three years: Nil.
Frank Cooper, AO
BCom, FCA, FAICD
Term of office: Director since February 2013.1
Independent: Yes
Experience: Mr Cooper was a Partner at PricewaterhouseCoopers from 2006 until his retirement in 2012, and a director of the Insurance Commission of Western Australia until September 2022. Prior to joining PricewaterhouseCoopers, Mr Cooper was a partner of Ernst & Young from 2002 to 2005 and managing partner of Arthur Andersen from 1991 to 2002.
Committee membership: Chair of the Audit & Risk Committee. Member of the Human Resources & Compensation, and Nominations & Governance Committees.
Current directorships/other interests:
Director: Wright Prospecting Pty Ltd (since 2022), St John of God Australia Limited (since 2015) and South32 Limited (since 2015).
Trustee: St John of God Health Care (since 2015).
Other directorships of listed entities within the past three years: Nil.
1 | Anticipated to retire from the Board at or before the Annual General Meeting in April 2024. |
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Swee Chen Goh
BSc (Information Science), MBA
Term of office: Director since January 2020, re-election required at AGM in 2026.
Independent: Yes
Experience: Ms Goh joined Shell in 2003 and was the Chair of Shell Companies in Singapore from 2014 until her retirement in 2019.
During her tenure at Shell, Ms Goh served on the boards of a number of Shell joint ventures in China, Korea and Saudi Arabia. Prior to joining Shell, Ms Goh worked at Procter & Gamble and IBM.
Committee membership: Member of the Human Resources & Compensation, Sustainability and Nominations & Governance Committees.
Current directorships/other interests:
Chair: Nanyang Technological University (since 2021) and National Arts Council (since 2019).
Director: Carbon Solutions Holdings Pte Ltd (since 2022), Carbon Solutions Platform Pte Ltd (since 2022), Carbon Solutions Investments Pte Ltd (since 2022), Carbon Solutions Services Pte Ltd (since 2022), JTC Corporation (since 2022), Singapore Airlines Ltd (since 2019) and Singapore Power Ltd (since 2019).
Member: Singapore Legal Services Commission, Centre for Liveable Cities Advisory Panel and Singapore Research, Innovation and Enterprise Council.
Other directorships of listed entities within the past three years: CapitaLand Investment Limited (2017 to 2022).
Ian Macfarlane
Former Australian Federal Minister (Resources; Energy; Industry and Innovation), FAICD
Term of office: Director since November 2016, re-election required at AGM in 2026.
Independent: Yes
Experience: Mr Macfarlane served as director of METS Ignited Ltd and was Australia’s longest serving Federal Resources and Energy Minister, and the Coalition’s longest serving Federal Industry and Innovation Minister, with over 14 years of experience in both Cabinet and shadow ministerial positions. Prior to entering politics, Mr Macfarlane was the President of the Queensland Graingrowers Association from 1991 to 1998 and the President of the Grains Council of Australia from 1994 to 1996.
Committee membership: Member of the Human Resources & Compensation, Sustainability and Nominations & Governance Committees.
Current directorships/other interests:
Director: Sovereign Manufacturing Automation for Composites Cooperative Research Centre (since 2023), CSIRO (since 2021) and Toowomba and Surat Basin Enterprise Board (since 2018).
Member: Fellow of the Australian Institute of Company Directors, Toowoomba Community Advisory Committee of the University of Queensland Rural Clinical School and Mooloolaba and the Spit Association.
Other directorships of listed entities within the past three years: Nil.
Angela Minas
MBA Finance, BA Managerial Studies
Term of office: Director since April 2023, re- election required at AGM in 2026.
Independent: Yes
Experience: Ms Minas is an experienced financial executive with strong capital markets experience, including six years as a public company Chief Financial Officer (CFO) at Constellation Energy Partners LLC and DCP Midstream LLC. Ms Minas spent the first 20 years of her career in investment banking and management consulting, including as Arthur Andersen’s Partner leading the North American oil and gas consulting practice and at Leidos (formerly known as SAIC) as Senior VP, global consulting leader.
Committee membership: Member of the Audit & Risk, Sustainability and Nominations & Governance Committees.
Current directorships/other interests: Director: Vallourec S.A. (since 2021).
Member: Rice University Business School Board of Advisors, National Association of Corporate Directors, Women Corporate Directors.
Other directorships of listed entities within the past three years: Westlake Chemical Partners (2016 to 2023) and Crestwood Equity Partners L.P. (2022 to 2023).
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Ann Pickard
BA, MA
Term of office: Director since February 2016, re-election required at AGM in 2025.
Independent: Yes
Experience: Ms Pickard joined Shell in 2000 and served in a number of senior executive positions including as the Director, Global Business and Strategy and as a member of the Shell Gas & Power Executive Committee. Ms Pickard retired from Shell in 2016. Prior to joining Shell, Ms Pickard spent 11 years with Mobil before its merger with Exxon in 1998.
Committee membership: Chair of the Sustainability Committee. Member of the Human Resources & Compensation and Nominations & Governance Committees.
Current directorships/other interests:
Director: Noble Corporation Plc. (since 2021) and KBR Inc (since 2015).
Member: Chief Executive Women and University of Wyoming Foundation Board.
Other directorships of listed entities within the past three years: Nil.
Gene Tilbrook
BSc, MBA, FAICD
Term of office: Director since December 2014.1
Independent: Yes
Experience: Mr Tilbrook served as a senior executive of Wesfarmers Limited between 1985 and 2009, including as Executive Director Finance and Executive Director Business Development.
Committee membership: Member of the Audit & Risk, Human Resources & Compensation and Nominations & Governance Committees.
Current directorships/other interests:
Director: Orica Limited (since 2013).
Member: Life Fellow of the Australian Institute of Company Directors.
Other directorships of listed entities within the past three years: GPT Group Limited (2010 to 2021).
Ben Wyatt
LLB, MSc
Term of office: Director since June 2021, re-election required at AGM in 2025.
Independent: Yes
Experience: Mr Wyatt served in the Western Australian Legislative Assembly for 15 years, including as the Western Australian Treasurer and Minister for Finance, Energy, Aboriginal Affairs and Lands. Additionally, Mr Wyatt held various shadow cabinet portfolios including Shadow Treasurer (2008 to 2017) and responsibility for Native Title and the Pilbara.
Prior to entering Parliament, Mr Wyatt practised as a lawyer in both private practice and with the Western Australian Office of the Director of Public Prosecutions.
Committee membership: Member of the Human Resources & Compensation, Audit & Risk and Nominations & Governance Committees.
Current directorships/other interests:
Director: APM Group (since 2022), Rio Tinto Ltd (since 2021), Wyatt Martin Pty Ltd (since 2021), West Coast Eagles (since 2021), Perth International Arts Festival (since 2021), Telethon Kids Institute (since 2021).
Member: UWA Business School Advisory Board, Australian Institute of Company Directors and Australian Capital Equity Pty Ltd Advisory Board.
Other directorships of listed entities within the past three years: Nil.
Christopher Haynes, OBE
BSc, DPhil, FREng, CEng, FIMechE, FIEAust
Independent: Yes
Experience: Dr Haynes retired on 28 April 2023 after 11 years of service on Woodside’s Board of Directors.
Dr Haynes served on a number of Woodside Board committees including as a member of the Audit & Risk, Sustainability and Nominations & Governance Committees.
Sarah Ryan
BSc (Geology), BSc (Geophysics) (Hons 1), PhD (Petroleum and Geophysics), FTSE
Independent: Yes
Experience: Dr Ryan retired on 28 April 2023 after ten years of service on Woodside’s Board of Directors.
Dr Ryan served on a number of Woodside Board committees including as a member of the Audit & Risk, Sustainability and Nominations & Governance Committees.
1 | Will retire from the Board on 28 February 2024. |
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Director appointment, induction training and continuing education
All new non-executive directors are required to sign a letter of appointment which sets out the key terms and conditions of their appointment, including duties, rights and responsibilities, the time commitment envisaged, and the Board’s expectations regarding their involvement with committee work.
Executive Directors and other Senior Executives enter into employment agreements which govern the terms of their employment. Woodside undertakes extensive background and screening checks prior to appointing Senior Executives. Details of Woodside’s Senior Executives are set out in section 4.1.4 - Executive Leadership Team.
Woodside also undertakes extensive background and screening checks prior to nominating a director for election by shareholders, including checks as to character, experience, education, criminal record and bankruptcy history. Woodside provides to shareholders all material information in its possession concerning the director standing for election or re-election in the explanatory notes accompanying the notice of meeting.
Induction training is provided to all new directors. It includes a comprehensive induction manual, discussions with the CEO and Senior Executives, and the option to visit Woodside’s principal operations either upon appointment or with the Board during its next site tour.
Questionnaires are completed annually to assess each director’s skills and knowledge required to discharge their obligations to the company. Woodside considers at least annually the need for new and existing directors to undertake professional development to develop and maintain the skills and knowledge needed to perform their role as directors effectively, and provides directors the opportunity to develop and maintain the required skills and knowledge. Directors attend continuing professional education sessions, including industry seminars and approved education courses, which are paid for by the company, where appropriate.
Director remuneration
Details of remuneration paid to directors (executive and non-executive) are set out in the 2023 Remuneration Report in section 4.3 – Remuneration Report. The Remuneration Report also contains information on the company’s policy for determining the nature and amount of remuneration for directors and Senior Executives and the relationship between the policy and company performance.
Board access to information and independent advice
Subject to the Directors’ Conflict of Interest Policy, directors have direct access to members of company management and to company information in the possession of management. Directors are entitled to obtain independent legal, accounting or other professional advice at the company’s expense where a request for such advice is approved by the Chair. In the case of a request made by the Chair, approval is required by a majority of the non-executive directors.
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Director attendance at meetings
Directors in office, committee membership and directors’ attendance at meetings during 2023
Human Resources | Nominations | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Director | Board | Audit & Risk | & Compensation | Sustainability | & Governance | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Held1 | Attended2 | Held1 | Attended2 | Held1 | Attended2 | Held1 | Attended2 | Held1 | Attended2 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Executive Director |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Meg O’Neill |
12 | 12 | 8 | 5 | 4 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-Executive Director |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Larry Archibald |
12 | 12 | 8 | 8 | 4 | 4 | 4 | 3 | 3 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Arnaud Breuillac3 |
9 | 9 | 6 | 3 | 3 | 3 | 3 | 2 | 2 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Frank Cooper |
12 | 12 | 8 | 8 | 5 | 4 | 2 | 3 | 2 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Swee Chen Goh |
12 | 12 | 7 | 5 | 4 | 4 | 4 | 3 | 3 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Richard Goyder |
12 | 12 | 8 | 5 | 4 | 3 | 3 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Chris Haynes4 |
4 | 4 | 3 | 3 | 2 | 2 | 2 | 2 | 1 | 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Ian Macfarlane |
12 | 12 | 8 | 5 | 5 | 4 | 4 | 3 | 3 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Angela Minas4 |
9 | 9 | 6 | 6 | 2 | 3 | 3 | 2 | 2 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Ann Pickard |
12 | 12 | 8 | 5 | 5 | 4 | 4 | 3 | 3 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Sarah Ryan4 |
4 | 4 | 3 | 3 | 2 | 2 | 2 | 2 | 1 | 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Gene Tilbrook |
12 | 11 | 8 | 7 | 5 | 5 | 3 | 3 | 3 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Ben Wyatt |
12 | 11 | 8 | 8 | 5 | 5 | 4 | 4 | 3 | 3 |
Current Chair | Current Member | Prior Member |
1 | ‘Held’ indicates the number of meetings held during the period of each director’s tenure. Where a director is not a member but attended meetings during the period, then only the number of meetings attended rather than held is shown. |
2 | ‘Attended’ indicates the number of meetings attended by each director. All directors are entitled to and generally attend meetings of the standing committees. |
3 | Mr Breuillac was appointed on 8 March 2023. |
4 | Dr Haynes and Dr Ryan retired at the 2023 Annual General Meeting on 28 April 2023. Ms Minas was appointed at the conclusion of the Annual General Meeting. |
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Board performance evaluation
Board performance evaluations are conducted annually.
The Board performance evaluation process is conducted by way of questionnaires appropriate in scope and content to effectively review:
• | the performance of the Board and each of its committees against the requirements of their respective charters; |
• | the individual performance of the Chair and each director; and |
• | the interface between Board and management. |
The Board performance evaluation process may also involve interviews with directors and senior management, and observation of Board and committee meetings by an external consultant. The reports on Board and committee performance are provided to all directors and discussed by the Board. The report on the Chair’s performance is provided to the Chair and two committee chairs for discussion.
A report on each individual director is also provided to the individual and to the Chair. The Chair meets individually with each director to discuss the findings of their report. The Board, through the Nominations & Governance Committee, considers and discusses the final report in detail.
The performance of each director retiring at the next AGM is taken into account by the Board in determining whether or not the Board should support the re-election of the director. The directors seeking re-election will be asked to reconfirm that they have sufficient time to meet their responsibilities.
The Human Resources & Compensation Committee reviews and makes recommendations to the Board on the criteria for the evaluation of the performance of the CEO. The Board conducts the evaluation of the performance of the CEO and considers senior executive succession planning.
In 2023, performance evaluations for the Board, its committees, directors and Senior Executives took place in accordance with the process disclosed above, and in the section on ‘Performance evaluation of Executive Leadership Team’ and in the Remuneration Report.
Directors’ retirement and re-election
The Woodside Constitution sets out the requirements for the retirement and re-election of directors. With the exception of the CEO/Managing Director, directors must retire at the third AGM following their election or most recent re-election. At least one director must stand for election at each AGM.
Board support for a director’s re-election is not automatic and is subject to satisfactory director performance and assessment of overall Board composition and capabilities.
Director independence
In accordance with the Policy on Independence of Directors, the Board assesses independence with reference to whether a director is non-executive, not a member of management and is free of any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the independent exercise of their judgement.
In making this assessment, the Board considers all relevant facts and circumstances. In particular, the Board focuses on the factors relevant to assessing the independence of a director set out in Box 2.3 of the ASXCGC Recommendations.
The Board has reviewed the independence of each of the non-executive directors in office at the date of this Statement and determined they are all independent. The CEO, Meg O’Neill, is not considered independent as she is an Executive Director and a member of management.
Frank Cooper was re-elected at the 2022 AGM and has served 11 years on the Board in February 2024. The Board reviewed the independence of Mr Cooper and determined that he remained independent, notwithstanding his length of tenure on the Board.
Conflicts of interest
The Board has approved a Directors’ Conflict of Interest Policy which applies if there is, or may be, a conflict between the personal interests of a director, or the duties a director owes to another company, and the duties the director owes to Woodside. Directors are required to disclose circumstances that may affect, or be perceived to affect, their ability to exercise independent judgement so that the Board can assess independence on a regular basis.
Under Woodside’s Constitution, directors must comply with the Corporations Act in relation to disclosure and voting on matters involving material personal interests. Subject to the Corporations Act:
• | a director may be counted in a quorum at a Board meeting that considers, and may vote on, any matter in which that director has an interest |
• | the company may proceed with any transaction that relates to the interest and the director may participate in the execution of any relevant document by or on behalf of the company |
• | the director may retain benefits under the transaction even though the director has an interest |
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• | the company cannot avoid the transaction merely because of the existence of the interest. |
Under Woodside’s Constitution, a director may be a director of or hold any other office or position in any corporation promoted by the company or in which the company may be interested. The Board may exercise the voting power conferred by the shares in any corporation held or owned by the company, and a director may vote in favour of exercising those voting rights despite the fact that the director is, or may be about to be appointed, a director of that other corporation and may be interested in the exercise of those voting rights. An interested director is to be counted in a quorum despite the interest.
Under Woodside’s Constitution, the Board may exercise all the powers of the company to raise or borrow money, guarantee the debts or obligations of any person or enter into any other financing arrangements on the terms it thinks fit. If any director or officer of the company is personally liable for the payment of any sum which is or may become primarily due from the company, the Board may charge the whole or any part of the assets of the company by way of indemnity to secure the director or officer from any loss in respect of the liability.
About this statement
For more information regarding our Constitution, please refer to the full text of the Woodside Constitution, incorporated by reference as Exhibit 1.1 to this Annual Report. For information regarding the rights attaching to Woodside’s ordinary shares and American Depositary Shares, please refer to Exhibit 2.1 to this Annual Report.
Areas of competence and skills of the Board of Directors
The directors on the Board collectively have a combination of skills and experience which are necessary to direct the company in accordance with high standards of corporate governance and oversee Woodside’s management and business activities.
The competences and skills are set out in the skills matrix below. The Board uses this skills matrix to assess the skills and experience of each director and the combined capabilities of the Board, to identify potential areas of focus for director recruitment and to identify any professional development opportunities that may benefit directors.
Leadership and culture |
||
• Business leadership |
• Public listed company experience |
|
• Values and behaviours |
||
Finance |
||
• Accounting and audit |
• Insurance |
|
• Financial acumen |
• Taxation |
|
Business strategy |
||
• Corporate financing and treasury |
• Capital projects |
|
• Business strategy |
||
Commercial |
||
• Gas/LNG marketing |
• Legal and regulatory compliance |
|
• Mergers and acquisitions |
• US regulatory compliance |
|
• Business development |
• Risk management |
|
Sustainability and stakeholder management |
||
• Health and safety |
• Environment |
|
• Community relations |
• Public and regulatory policy |
|
• Corporate governance |
||
Climate change |
||
• Policy and legal risks |
• Technology |
|
• Market |
• Reputation |
|
People and capability |
||
• People and culture |
• Remuneration |
|
• Industrial relations |
||
Industry |
||
• Oil and gas experience |
• Major projects |
|
• New energy and renewables |
• Digital |
|
• Technology and innovation |
• Cybersecurity |
|
International |
||
• International oil and gas exploration, development and production |
• International experience |
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The skills matrix is reviewed annually and updated regularly to ensure it remains appropriate for Woodside’s strategy, operations and risk profile and any other emerging issues.
The 2023 review confirmed that the Board collectively have the necessary skills and competencies. As discussed in the Board performance evaluation section, the review also informed and supported the Board’s review of succession priorities.
The Board supplements its expertise with internal and external subject matter experts as appropriate (for example, regular attendance at Board meetings by relevant executives and other independent advisers). The Sustainability Committee received regular briefings and education on climate change from Woodside’s Senior Executive responsible for climate change, to inform its oversight of related matters with input from climate change science and expert advice.
Chair
The Chair of the Board, Richard Goyder, is an independent, non-executive director and an Australian resident and citizen.
The Chair is responsible for leadership and effective performance of the Board and for the maintenance of relations between directors and management that are open, cordial and conducive to productive cooperation. The Board has arrangements in place to ensure ongoing leadership if unforeseen circumstances mean Mr Goyder is not available. Mr Goyder’s office is located in the company’s headquarters in Perth, Western Australia. The Board is satisfied that Mr Goyder commits the time necessary to discharge his role effectively. The Chair’s responsibilities are set out in more detail in the Board Charter.
Company Secretaries
Details of the Company Secretaries are set out in section 4.2 - Directors’ report - Company Secretaries. All directors have direct access to the Company Secretaries who are accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board. The Company Secretaries’ responsibilities are set out in more detail in the Board Charter.
Board succession planning
The Board manages its succession planning with the assistance of the Nominations & Governance Committee which annually reviews the size, composition and diversity of the Board. In conducting the review, the Board skills matrix and the tenure of each director is considered.
The Nominations & Governance Committee is also responsible for evaluating Board candidates and recommending individuals for appointment to the Board. The Committee evaluates prospective candidates against a range of criteria including the skills, experience, expertise and diversity that will best complement Board effectiveness at the time. The Board may engage an independent recruitment firm to undertake a search for suitable candidates.
Refer to the ‘Board composition’ section for information about recent changes to the Board’s composition.
4.1.3 Board committees
The Board has four standing committees to assist in the discharge of its responsibilities. The committees operate principally in a review or advisory capacity, except in cases where powers are specifically conferred on a committee by the Board.
Each committee has a charter, detailing its role, duties and membership requirements. The committee charters are reviewed regularly and updated as required.
Membership of the committees is based on directors’ qualifications, skills and experience. Each standing committee is comprised of:
• | only non-executive directors |
• | at least three members, the majority of whom are independent |
• | a chair appointed by the Board who is one of the independent non-executive directors. |
The Audit & Risk Committee and the Human Resources & Compensation Committee have additional membership requirements as set out in their respective charters.
Each committee is entitled to seek information from any employee of the company and to obtain any professional advice it requires in order to perform its duties. All directors are entitled to and generally attend meetings of the standing committees.
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Audit & Risk Committee
Assists with overseeing the company’s financial reporting, compliance with legal and regulatory requirements, risk management and the internal and external audit functions in accordance with the Committee Charter.
Members
|
• | Frank Cooper (Committee Chair) |
• | Larry Archibald |
• | Ashok Belani (from January 2024) |
• | Angela Minas |
• | Gene Tilbrook |
• | Ben Wyatt (from December 2023) |
Some of the FY23 key activities undertaken by the Committee include:
|
• | overseeing the ongoing integration activities in connection with the merger with BHP Petroleum including Sarbanes-Oxley compliance and monitoring SAP S/4 HANA migration |
• | overseeing developments in accounting, financial reporting and taxation relevant to Woodside |
• | reviewing significant accounting policies and practices |
• | reviewing and making recommendations to the Board for the adoption of the Group’s half-year and annual Financial Statements |
• | approving the fees and reviewing the external auditor’s scope and plan for the 2023 external audit, considering and approving non-audit services provided by the external auditor and reviewing the independence and performance of the external auditor |
• | reviewing Internal Audit reports and material post-investment reviews and approval of the 2024/2025 Internal Audit program |
• | reviewing the Group’s key risks and risk management framework and reviewing reports from management on the effectiveness of the Group’s management of its material business risks including contemporary and emerging risks such as cybersecurity, conduct risk, technology and innovation, privacy and data breaches, sustainability and climate change |
• | overseeing the establishment of the new ethics and compliance team and revised governance structures post merger |
• | overseeing matters and informing the Board of any material concerns raised under the Code of Conduct, the Anti-Bribery and Corruption and Whistleblower Policies that call into question the culture of the organisation |
• | overseeing the revocation of the deed of cross guarantee and entry into a new deed of cross guarantee |
• | informing the Board of the company’s compliance with material legal and regulatory requirements and any conduct that is materially inconsistent with the company’s values or Code of Conduct. |
Audit committee financial expert
|
Woodside’s Board has determined that Frank Cooper, who serves on the Audit & Risk Committee, meets the audit committee financial expert requirements under SEC Rules. The Board has also determined that he is independent under applicable NYSE rules.
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Nominations & Governance Committee
Assists the Board with reviewing Board composition, performance and succession planning, including identifying, evaluating and recommending candidates for the Board in accordance with the Committee Charter.
Members
|
• | Richard Goyder (Committee Chair) |
• | Larry Archibald |
• | Ashok Belani (from January 2024) |
• | Arnaud Breuillac |
• | Frank Cooper |
• | Swee Chen Goh |
• | Ian Macfarlane |
• | Angela Minas |
• | Ann Pickard |
• | Gene Tilbrook |
• | Ben Wyatt |
Some of the FY23 key activities undertaken by the Committee include:
|
• | identifying and recommending to the Board new directors to join the Woodside Board in 2023 |
• | reviewing the size and composition of the Board |
• | reviewing the director skills matrix |
• | reviewing the directors’ material interests |
• | Board succession planning |
• | recommending to the Board directors for re-election |
• | recommending for Board approval the Woodside Corporate Governance Statement |
• | approving the process for the annual Board performance evaluation. |
Human Resources & Compensation Committee
Assists with establishing human resources and compensation policies and practices in accordance with the Committee Charter.
Members
|
• | Arnaud Breuillac (Committee Chair) |
• | Frank Cooper |
• | Swee Chen Goh |
• | Ian Macfarlane |
• | Ann Pickard |
• | Gene Tilbrook |
• | Ben Wyatt |
Some of the FY23 key activities undertaken by the Committee include:
|
• | overseeing Woodside’s response to key safety events including the North Rankin Complex fatality involving a colleague employed by a contractor |
• | considering industrial relations issues relevant to Woodside’s onshore and offshore assets |
• | approving changes to the leadership structure, including the appointment and remuneration packages of executives reporting directly to the CEO |
• | considering organisation requirements design, and policy changes required to meet changing regulatory requirements |
• | endorsing for Board approval a new Mandatory Clawback Policy to meet US regulatory requirements |
• | overseeing amendments to Woodside’s employee and executive equity plans |
• | overseeing Woodside’s response to Australian, US and UK legislative and corporate governance developments, including Workplace Gender Equality Agency legislation reforms, and stakeholder feedback, in relation to employment and remuneration matters relevant to Woodside |
• | reviewing the company’s remuneration policies and practices globally and considering advice on the remuneration of Woodside’s key management personnel |
• | overseeing the implementation of the payroll harmonisation |
• | reviewing the company’s recruitment and retention strategies |
• | oversight of programs to assess and monitor culture (including survey findings), including across all areas of our Integrated Culture Framework (values, safety, risk and compliance) |
• | reviewing progress against the 2021-2025 Inclusion and Diversity strategy and consideration of global differences |
• | overseeing progress against measurable objectives in respect of gender diversity and endorsing for Board approval the 2024 measurable objectives |
• | reviewing and making recommendations to the Board on: |
• | remuneration for non-executive directors |
• | the remuneration of the CEO |
• | the criteria for the evaluation of the CEO’s performance |
• | incentives payable to the CEO |
• | employee equity-based plans |
• | the annual Remuneration Report. |
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Sustainability Committee
Assists the Board in meeting its oversight responsibilities in relation to the company’s sustainability policies and practices in accordance with the Committee Charter.
Members
|
• | Ann Pickard (Committee Chair) |
• | Larry Archibald |
• | Ashok Belani (from January 2024) |
• | Arnaud Breuillac |
• | Swee Chen Goh |
• | Ian Macfarlane |
• | Angela Minas |
• | Ben Wyatt (until December 2023) |
Some of the FY23 key activities undertaken by the Committee include:
|
• | overseeing Woodside’s response to key safety events including the North Rankin Complex fatality involving a colleague employed by a contractor |
• | overseeing the company’s in-year Scope 1 and 2 greenhouse gas emissions performance, and its plans for meeting emissions targets |
• | reviewing Woodside’s environmental performance, including major incident prevention |
• | overseeing the Group’s health and personal safety performance |
• | considering for Board approval the company’s approach to climate reporting |
• | overseeing Woodside’s process safety performance including major incident prevention |
• | reviewing Woodside’s quality management |
• | considering security and emergency management performance, including major incident prevention and response and business continuity |
• | considering Woodside’s management of climate change risk and opportunities |
• | overseeing and reviewing the proposed content for Woodside’s Climate Transition Action Plan and 2023 Progress Report, and approach to climate-related disclosures |
• | considering First Nations affairs, including cultural heritage and land access matters |
• | endorsing for Board approval changes to the Group Human Rights Policy |
• | reviewing Woodside’s activities supporting local content in our supply chain |
• | overseeing Woodside’s social performance and social contribution in our host communities |
• | reviewing Woodside’s reputational performance and issues of significance to our communities and stakeholders |
• | overseeing publication of the Reconciliation Action Plan Report 2022 |
• | endorsing for Board approval Woodside’s Modern Slavery Statement 2022 and reviewing related human rights issues. |
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4.1.4 Executive Leadership Team
Graham Tiver1
Executive Vice President and Chief Financial Officer
BBus, FCPA
Joined Woodside: 2022
Experience: Graham is responsible for Finance; Treasury; Tax; Investor Relations; Governance, Risk and Compliance; Audit; and Mergers and Acquisitions. Prior to joining Woodside, Graham spent 28 years with BHP and WMC Resources where he held significant financial, commercial and leadership roles across multiple business sectors. He has extensive international experience, having worked in North and South America as well as in a variety of roles around Australia.
Directorship: Nil.
Shiva McMahon1
Executive Vice President International Operations
MA, BA
Joined Woodside: 2022
Experience: Shiva is responsible for Woodside’s International operations portfolio. Shiva has 30 years of industry experience and prior to joining Woodside held senior leadership roles at both BHP and BP. Shiva spent a large part of her career at BP in roles including CFO Global Lubricants, Chief of Staff Upstream Executive Office and CFO Trinidad and Tobago.
Directorship: Greater Houston Partnership (since 2022) and National Ocean Industries Association (NOIA).
Elizabeth (Liz) Westcott1
Executive Vice President Australian Operations
BCom, BEng (Hons), GAICD
Joined Woodside: June 2023
Experience: Elizabeth (Liz) is responsible for Woodside’s Australian operations portfolio. Liz has 30 years of industry experience in operations and project roles and prior to joining Woodside held senior leadership roles at EnergyAustralia and ExxonMobil. Her roles spanned strategic planning, operations, project management, and safety, technical and commercial leadership.
Directorship: Beyond Bank Australia Limited.
Julie Fallon
Executive Vice President Corporate Services
BEng (Hons) (ChemEng)
Joined Woodside: 1998
Experience: Julie is responsible for Legal; Ethics and Compliance; Health, Safety and Environment; Security and Emergency Management; Supply Chain; and Human Resources. Julie has 30 years of industry experience and has held a number of senior leadership roles at Woodside including Senior Vice President Pluto and Senior Vice President Engineering.
Shaun Gregory
Executive Vice President New Energy
BSc (Hons), MBT
Joined Woodside: 1995
Experience: Shaun is responsible for new energy and carbon solutions. Shaun has over 30 years of industry experience and has had senior leadership roles across Woodside’s value chain from Exploration acreage capture and evaluation, through to Development concept selection and technology development.
Daniel Kalms
Executive Vice President Technical Services
BEng (Hons) (ChemEng), MBA
Joined Woodside: 2001
Experience: Daniel is responsible for Digital; Technology; Surface Engineering; and Subsurface and Reserves. Daniel has over 25 years of industry experience and has held senior leadership roles across development, projects, operations and corporate.
1 | Identified as key management personnel (KMP). |
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Mark Abbotsford
Executive Vice President Marketing and Trading
BEc (Hons), MPhil, MBA
Joined Woodside: 2002
Experience: Mark is responsible for Woodside’s global commodity marketing, trading and shipping portfolio. Mark has over 20 years’ industry experience and has held a number of senior leadership positions across commercial, finance and marketing in various global locations. Prior to joining Woodside, Mark had roles at Treasury (Western Australia) and BHP Iron Ore.
Tony Cudmore
Executive Vice President Strategy and Climate
BA, GCIR
Joined Woodside: 2022
Experience: Tony is responsible for Corporate Strategy, Climate and Sustainability, External Environment and Corporate Affairs. Tony has over 20 years’ industry experience and prior to joining Woodside, Tony worked for ExxonMobil and BHP where he held senior leadership positions including Chief Public Affairs Officer, and Group Sustainability and Public Policy Officer.
Andy Drummond
Executive Vice President Exploration and Development
BEng (Hons) (ChemEng)
Joined Woodside: 2022
Experience: Andy is responsible for exploration and development activities at Woodside. Andy has over 25 years’ industry experience. Prior to joining Woodside, Andy held senior leadership positions at BHP and Marathon Oil Corporation, including Vice President of Sustainability and Innovation for BHP’s petroleum business.
Matthew Ridolfi
Executive Vice President Projects
BEng (Hons) (MechEng)
Joined Woodside: 2022
Experience: Matthew is responsible for Woodside’s project execution activities globally. Matthew has more than 30 years of industry experience and prior to joining Woodside held a number of senior leadership positions at BHP including Vice President of Major Developments for BHP’s petroleum business and Vice President of Health, Safety, Environment and Community.
Performance evaluation of Executive Leadership Team
With respect to executives, their performance is reviewed annually, which considers and assesses the executive’s performance against a list of key performance indicators.
All executives had a performance evaluation in FY2023 and further details are set out in section 4.3 – Remuneration Report. Details of the CEO’s performance evaluation (process and outcomes) are set out in section 4.3 – Remuneration Report and ‘Board Performance Evaluation’.
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4.1.5 Promoting responsible and ethical behaviour
OUR VALUES
Everything we do is guided by Our Values and inspired by our common purpose. We are one team, we care, we innovate every day, our results matter and we build and maintain trust.
CODE OF CONDUCT AND ANTI-BRIBERY AND CORRUPTION POLICY
The Code of Conduct and the Anti-Bribery and Corruption Policy (ABC Policy) cover matters such as compliance with laws and regulations, responsibilities to shareholders and the community, sound employment practices, confidentiality, privacy, conflicts of interest, giving and accepting business courtesies and the protection and proper use of Woodside’s assets.
All directors, officers and employees are required to comply with the Code of Conduct and the ABC Policy and managers are expected to take reasonable steps to ensure that employees, contractors, consultants, agents and partners under their supervision are aware of both policies.
Substantiated breaches of the Code of Conduct and ABC Policy are reported to the Audit & Risk Committee.
WHISTLEBLOWER POLICY
Woodside’s Whistleblower Policy documents our commitment to maintaining an open working environment in which Woodside personnel and other stakeholders can report instances of unethical, unlawful or undesirable conduct without fear of intimidation or reprisal. Whistleblower submissions are assessed and investigated in accordance with internal investigation guidance and applicable whistleblower protection laws.
The Whistleblower Policy also links the EthicsPoint whistleblower service available for submitting anonymous reports of alleged improper conduct.
Substantiated incidents reported under Woodside’s Whistleblower Policy are reported to the Audit & Risk Committee and in line with applicable whistleblower protection laws.
SECURITIES DEALING POLICY
Woodside’s Securities Dealing Policy applies to all directors, employees, contractors, consultants and advisers. It prohibits directors and employees from dealing in the company’s securities when they are in possession of price-sensitive information that is not generally available to the market. It also prohibits dealings by directors and certain restricted employees during ‘black-out’ periods, such as during the period between the end of the financial half and full-year and the day following the announcement of the results.
The Securities Dealing Policy also sets out our approach to transactions which limit the economic risk of participating in equity- based remuneration schemes.
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WORKING RESPECTFULLY POLICY
Woodside is committed to a safe, inclusive and respectful working environment. Our culture is underpinned by Our Values and Code of Conduct. Sexual and other unlawful discrimination, bullying and harassment are serious violations of those principles and will not be tolerated. The Woodside Working Respectfully Policy sets out our expectation for everyone working for and with our employees, contractors and customers to treat others with respect, in line with our values, Code of Conduct, and the Working Respectfully Policy.
HUMAN RIGHTS POLICY
We conduct business in a way that respects the human rights of all people, including our employees, the communities where we are active and those working throughout our supply chains.
Woodside’s approach to human rights is set out in our Human Rights Policy and overseen by the Board. The Board’s Sustainability Committee is responsible for reviewing and making recommendations and endorsements to the Board on Woodside’s Human Rights Policy and performance.
PAYMENTS TO POLITICAL ENTITIES FOR BUSINESS ENGAGEMENT
Woodside does not donate to campaign funds for any political party, politician or candidate for public office in any country.
In Australia, Woodside makes payments to attend adhoc business engagement events arranged by political stakeholders. Decisions to attend these events are subject to strict governance processes. Our Board considers and approves our approach to political contributions annually.
As reported to the Australian Electoral Commission in compliance with our reporting requirements, our payments for the financial year 2022/2023 totalled A$97,550 down from A$109,930 in 2021/2022.
Our contributions for the year ending 30 June 2023 (being the relevant reporting period) are as follows:
Value (A$) | ||||
|
||||
Australian Labor Party |
38,500 | |||
Australian Labor Party (Western Australia Branch) |
17,100 | |||
Liberal Party of Australia |
22,200 | |||
Liberal Party (WA Division) Inc |
8,250 | |||
National Party of Australia |
8,500 | |||
National Party of Australia (WA) Inc |
3,000 | |||
|
||||
Total: |
97,550 | |||
|
PAYMENTS TO THE REFERENDUM CAMPAIGN
In October 2023, a referendum was held on a proposal to alter the Australian Constitution to recognise First Nations people by establishing an Aboriginal and Torres Strait Islander Voice (Referendum).
As reported to the Australian Electoral Commission, Woodside’s total reportable payments to the Referendum campaign was A$2,175,000, consisting of three donations:
• | Australians for Indigenous Constitutional Recognition A$2,000,000 |
• | Kimberley Land Council A$100,000 |
• | Yamatji Marlpa Aboriginal Corporation A$75,000. |
All 2023 Referendum disclosure returns (donor and recipient) will be made publicly available on the Australian Electoral Commission’s online Transparency Register on 1 April 2024.
Woodside made donations to Referendum activities that were aligned with Our Values, the principles set out within our 2021-2025 Reconciliation Action Plan and our First Nations Communities Policy. Our donations supported organisations to disseminate information and advocate in favour of formalising a pathway for Indigenous Australians to share their views on policies that impact them. Woodside’s contribution aligns with our support for the Uluru Statement from the Heart, which called for the establishment of an Indigenous voice to Parliament, agreement making and truth-telling. These contributions will be published on the Australian Electoral Commission’s online Transparency Register.
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4.1.6 Risk management and internal control
RISK MANAGEMENT
Approach to risk management
Woodside is committed to managing risks in a proactive and effective manner as a source of competitive advantage. Our approach is intended to protect us against potential negative impacts and improve our resilience against emerging risks. These include conduct risk, technology and innovation, cybersecurity, privacy and data breaches, sustainability and climate change.
Woodside’s Risk Management Policy describes the manner in which Woodside:
• | provides a consolidated view of risks across the company to understand risk exposure and prioritise risk management and governance |
• | confers responsibility on Woodside staff at all levels to pro-actively identify, assess and treat risks relating to the objectives they are accountable for delivering. |
Board, Audit & Risk Committee and management
The Board is responsible for reviewing and approving Woodside’s risk management framework, policy and performance. The Board is also responsible for satisfying itself that management has developed and implemented a sound system of risk management and internal control.
The Board has delegated oversight of the Risk Management Policy, including review (at least annually) of the effectiveness of Woodside’s internal control system and risk management framework, to the Audit & Risk Committee. The Audit & Risk Committee also regularly reviews Woodside’s Risk Appetite Statement and oversees Internal Audit’s activities and reviews Internal Audit’s performance.
Management is responsible for promoting and applying the Risk Management Policy.
In 2023, the Audit & Risk Committee reviewed and confirmed the company’s risk management framework was sound, and that the company was operating with due regard to the risk appetite endorsed by the Board. In 2023, Woodside also identified opportunities to change the risk management framework and updated the risk matrix and risk appetite statement to represent today’s organisation. Additionally, Woodside’s approach to managing risk will follow a three lines model, this model clarifies roles and responsibilities of all areas of the business related to managing risk. These changes enable risk informed decision making and effective management of current risks.
As part of its oversight of the Risk Management Policy, the Audit & Risk Committee oversees risks from cybersecurity threats. The Audit & Risk Committee aims to hold at least five regular meetings a year with cybersecurity risks and the Group’s management of such risks reviewed as part of those meetings.
The identification and direct management of cybersecurity risks and threats are performed by Woodside’s cybersecurity function, with subject matter expertise provided as part of our cyber resilience process.
The cybersecurity function is led by Woodside’s Chief Information Security Officer (CISO) and a group of competent and experienced cybersecurity professionals. Our CISO has over a decade of industry experience and has held multiple technology and business facing roles.
The cyber resilience process as described previously includes the monitoring, prevention, detection, mitigation and remediation of cybersecurity risks and incidents.
The Woodside Board and the Audit & Risk Committee are kept informed of any material cybersecurity risks and incidents through formal risk registers, briefing papers, internal audit reports and periodic reporting in person at Audit & Risk Committee meetings or as required through our Crisis and Emergency Management process if and when a major cyber security incident were to occur.
Woodside’s cybersecurity resilience and risk management strategy and process are based on the National Institute of Standards and Technology Cybersecurity Framework. This process is documented within the WMS.
Internal Audit function
Internal Audit provides assurance that the design and operation of the Group’s risk management and internal control system is effective. A risk-based audit approach is used to ensure that higher risk activities are prioritised in the audit program.
Internal Audit is independent of both business management and of the activities it reviews and has all necessary access to management and information to fulfill its role. Internal Audit is staffed by industry professionals including qualified accountants and engineers. The head of Internal Audit is jointly accountable to the Audit & Risk Committee and the Executive Vice President, Finance and Chief Financial Officer (CFO).
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Governance, Risk and Compliance function
The Governance, Risk and Compliance function is responsible for Woodside’s risk management framework, development of risk management capability, and providing risk management oversight to senior levels of management and the Audit & Risk Committee on the strategic risk profile and the Group’s risk management performance.
Material risks
Our material risks (including environmental and social risks) and how they are managed are disclosed in section 3.9 – Risk factors.
EXTERNAL AUDIT AND REPORTING
External Auditor
In accordance with Woodside’s External Auditor Policy, the Audit & Risk Committee oversees the engagement of Woodside’s external auditor, governed by the External Auditor Guidance Policy. Internal audit and external audit are separate and independent of each other.
The Audit & Risk Committee evaluates the objectivity and independence of the external auditor and the quality and effectiveness of the external audit arrangements, including through:
• | review of all non-audit services for actual and perceived independence threats |
• | confirmation that non-audit service fee commitment does not exceed 70% of audit fees for the year |
• | confirmation that Woodside fees does not exceed 10% of PricewaterhouseCoopers (PwC) Perth aggregate revenues for the prior period |
• | annual review of auditor performance. |
External Auditor independence
The guidance policy includes provisions directed at maintaining the independence of the external auditor and assessing whether the proposed provision of any non-audit services by the external auditor is appropriate. The External Auditor Guidance Policy classifies a range of non-audit services which could potentially be provided by the external auditor as acceptable within limits, requiring Audit & Risk Committee pre-approval or not acceptable. The Audit & Risk Committee reviews the auditor independence annually.
The Audit & Risk Committee did not waive the pre-approval requirement under paragraph (c)(7)(i) of Rule 2-01 of SEC Regulation S-X in 2023.
With effect from 2022, PwC was appointed as auditor of the Group, replacing Ernst & Young (EY). Under SEC regulations, the remuneration of the auditors (PwC) of $9.6 million (2022: $5.4 million (PwC)) is required to be presented as follows: audit fees represent 84% (2022: 76%); audit-related fees 5% (2022: 18%); tax fees 11% (2022: 5%); and all other fees nil (2022: 1%).
The nature of the services comprising each category of fees is described below:
• | Audit – work that constitutes the agreed fees for the audit of Woodside’s consolidated financial statements, report on Woodside’s internal controls over financial reporting, and statutory audits of Woodside’s controlled entities (including interim reviews). |
• | Audit-related – includes assurance services and agreed upon procedures. This is work that is outside the scope of the statutory audits of Woodside and its controlled entities but is consistent with the role of the external statutory auditor. The work is reasonably related to the performance of an audit or review, is of a compliance or procedural nature, and is work that the external auditors must or are best placed to undertake and is permissible within the framework of the Sarbanes-Oxley Act and other relevant independence standards. |
• | Tax services – tax related work, including tax compliance services, that is outside the scope of the statutory audits of Woodside and its controlled entities but is permissible within the framework of the Sarbanes-Oxley Act and other relevant independence standards. |
• | Other services – other work that is permissible within the framework of the Sarbanes-Oxley Act and other relevant independence standards. |
Verification of periodic corporate reports
The Board has adopted a Continuous Disclosure and Market Communications Policy (Disclosure Policy) that applies to all disclosures to the market, including periodic corporate reports that are not audited by an external auditor. Management has developed practices and guidance material that are intended to ensure that periodic corporate reports provide clear, concise and effective disclosure, in accordance with the Disclosure Policy. Authority has been delegated to the Disclosure Committee to ensure the implementation of the reporting and communications processes and controls set out in the Disclosure Policy and associated guidance material.
Reports are prepared by, or under the supervision of, subject matter experts and material statements in the reports are reviewed for accuracy. Reports are also reviewed for compliance with applicable legal and regulatory requirements. This process is intended to ensure that all applicable laws, regulations and company policies have been complied with, and that appropriate approvals are obtained before a report is released to the market.
CEO and CFO assurance
Before approving the Financial Statements for a financial period, the Board receives from the CEO and CFO a declaration stating that:
• | in their opinion Woodside’s financial records have been properly maintained, comply with the appropriate accounting standards and give a true and fair view of Woodside’s financial position and performance |
• | the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. |
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4.1.7 Inclusion and diversity
INCLUSION AND DIVERSITY POLICY
Our Inclusion and Diversity (I&D) Policy outlines our commitment to an inclusive workplace culture that values diversity and promotes equal opportunities. Our I&D Policy applies throughout Woodside, including the Board and its committees. The Human Resources & Compensation Committee is responsible for monitoring the company’s I&D Policy and setting measurable objectives for achieving diversity in the composition of the Board, Senior Executives and Woodside’s workforce generally.
Our diversity encompasses differences in age, nationality, race, ethnicity, national origin, religious beliefs, sex, sexual orientation, intersex status, gender identity or expression, relationship status, disability, neurodiversity, cultural background, thinking styles, experience, family background, including caregiving commitments and education.
Initiatives to promote inclusion and diversity
Woodside aims to drive I&D and implement the objectives set out in the I&D Policy by, among other things:
• | respecting the unique attributes that each individual brings to the workplace and fostering a values-based and leader-led inclusive culture |
• | providing I&D education and training as well as undertaking initiatives and measuring their effectiveness |
• | amplifying the voices of employees to inform our activities to achieve inclusion by enabling Employee Resource Groups and conducting employee surveys |
• | the Board annually reviewing the aspirational goals it has set for achieving improvement in Woodside’s I&D indicators and the progress in achieving those objectives: |
› | reporting gender equality indicators in accordance with the Workplace Gender Equality Act 2012 (Cth). For further information, refer to our 2023 submission available on our website at woodside.com. |
› | increased focus on recruiting and developing Indigenous Australian talent will be made in 2024. |
2023 MEASURABLE OBJECTIVES
Our 2023 measurable objectives include objectives set out in our I&D policy.
2023 measurable objective |
Progress | |
Continue to track perceived level of inclusion and use inclusion survey insights to inform initiatives to continually improve. |
• Our Voice survey was completed twice in 2023, with belonging, inclusive culture and inclusive leadership measured. Survey feedback will assist to inform 2024 priorities. |
|
Embed Respectful Behaviours at Woodside via increasing a ‘speak up’ culture and proactive employee engagement on this topic. |
• 644 people completed the 3.5 hour Working Better Together – Respectful Behaviours program and 661 people completed the 1.5 hour Respect at Woodside education session.
• Inclusive Leadership capability building embedded into Navigator Leadership Program. During 2023, through Navigator, 1,273 completed leadership program immersions; 41 senior leaders completed Inclusive Leadership Assessments; and 109 people participated in two half-day Inclusive Leadership courses.
• Employee perceptions in relation to respect, harassment and discrimination at work improved during 2023 (measured via the employee survey).
• Multi-disciplinary team charged with identifying and embedding improvements related to respect at work. |
|
Ensure diversity of the Board with consideration for gender, racial and cultural diversity. |
• As of 31 December 2023, Board diversity included:
- 36% female representation - 9% LGBTIQA+ representation - country based cultural diversity – Indigenous and non-Indigenous Australian, American, Singaporean Chinese, Greek and French - racial diversity -9% Asian, 9% Indigenous Australian, 82% white/Caucasian. |
|
Increase the percentage of Indigenous Australian people employed in leadership roles, mid-career and senior roles and overall. |
• The percentage of Indigenous Australian people employed by Woodside in:
- mid-career and senior roles increased to 0.8% (from 0.7%)
- leadership roles decreased to 0.7% (from 0.9 %).
• Overall participation (including third-party pathway program participants) increased to 5.7% (from 5.4%). |
|
Make progress towards our aspirations to increase the percentage of females employed in leadership roles, trade and technician roles and overall. |
• The percentage of females employed by Woodside in:
- trade and technician roles increased to 11.2% (from 9.8%);
- leadership roles increased to 27.7% (from 26.8%); and
• There was an overall increase to 33.6% (from 33.4%). |
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2023 measurable objective |
Progress | |
Maintain gender balance1 and meet recruitment goals for Indigenous Australian peoples through all forms of entry to Woodside including pathway programs and experienced hires. |
• Recruitment results for gender were:
- non-tertiary pathways2: 43% female; - summer vacation and graduates: 56% female for summer vacation 2023/2024 and 48% female for graduates; and - experienced hires: 39% female.
• Recruitment results for Indigenous Australian people, against goals, were:
- non-tertiary pathways2: 57% (goal of 50%); - summer vacation and graduates: 15% for summer vacation 2023/2024 and 17% for graduates (goal of 10%); and - experienced hires: 5% (goal of 2%). |
|
Make progress towards building greater inclusion of people who are differently abled and/or neurodiverse. |
• Progress made with improvements to recruitment process, digital accessibility, introduction of a Workplace Adjustments Guide and awareness raising events held by the Employee Resource Group ADAPT (Advocates for Different Abilities and Personal Traits). |
|
Support LGBTIQA+ individuals to feel safe to be out at work. |
• Authentic Leaders Program for LGBTIQA+ employees commenced in the Americas region.
• 488 people completed LGBTIQA+ awareness and inclusion related training in 2023.
• Bronze status achieved in Australian Workplace Equality Index for LGBTQ workplace inclusion. |
|
Make progress towards achieving racial equity. |
• Global approach to Anti-Racism and Cultural Respect developed.
• Annual remuneration review included review for pay equity for Black, Indigenous and People of Colour (BIPOC) in USA and Indigenous Australians (and gender).
• 134 people completed Subtle Racism or Racial Equity training.
• EmBRace (Employees Beyond Race) Employee Resource Group led a range of awareness raising campaigns and initiatives throughout the year in the US.
• United Nations Day for the Elimination of Racial Discrimination (known as Harmony Day in Australia) was recognised with events led by Employee Resource Group CALD (Cultural and Linguistic Diversity). |
1 | Gender balance in the US is defined as representative and reflective of the available talent pool. |
2 | Non-tertiary pathway data is based on third-party program recruitment information. |
WOODSIDE WORKFORCE GENDER PROFILE3
3 | Gender profile data reflects all employees engaged on 31 December 2023, excluding temporary personnel such as vacation students, cadets and scholarship students. |
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BOARD AND EXECUTIVE MANAGEMENT DIVERSITY
The UK Listing Rules require listed companies to publish information on gender and ethnic representation on their boards and in executive management. In addition, the UK Listing Rules require companies to disclose their progress against three specified diversity targets, being:
• | At least 40% of the directors are women |
• | At least one director is from an ethnic minority background |
• | At least one of the senior positions on the board is held by a woman |
Under the UK Listing Rules, the senior positions on the Board are the Chair, CEO, CFO and Senior Independent Director (SID). For Woodside, the senior positions on the Board are only the Chair and the CEO. In line with market practice for Australian listed companies, the CFO does not sit on the Board and Woodside does not have a SID as this role is not required under the corporate governance code Woodside applies, being the ASXCGC Recommendations.
As at 31 December 2023, Woodside had at least one of the senior positions on the Board held by a woman and at least one director from an ethnic minority background.
36% of the Board were women which is below the 40% figure set out in the UK Listing Rules. The I&D Policy includes a commitment to improve diversity on the Board, with a key focus on reaching 40% female representation. As part of Board succession planning, the Nominations & Governance Committee evaluates prospective candidates against a range of criteria including the skills, experience, expertise and diversity that will best complement Board effectiveness at the time.
The tables below set out the diversity information required under the UK Listing Rules as at 31 December 2023. The data presented in those tables was collected by requesting all members of the Board, Executive Leadership Team and Group Company Secretary to self- report in questionnaires about their cultural background, languages spoken, racial identity, LGBTIQA+ identity and gender.
In accordance with UK Listing Rule 14.3.33, these tables set out the Board and executive management diversity data as at 31 December 2023.
Woodside notes that the ethnic/racial background groupings do not align to groupings common in some regions but has presented the data in this way to comply with UK Listing requirements.
Gender identity
Number of Board members |
Percentage of the Board |
Number of senior SID and Chair)1 |
Number in executive management2 |
Percentage of executive management |
||||||||||||||||
Men |
7 | 64 | % | 1 | 8 | 62 | % | |||||||||||||
Women |
4 | 36 | % | 1 | 5 | 38 | % | |||||||||||||
Not specified/prefer not to say |
Ethnic/racial background
Number of Board members |
Percentage of the Board |
Number of senior SID and Chair)1 |
Number in executive management2 |
Percentage of executive management |
||||||||||||||||
White British or other White (including minority-white groups) |
9 | 82 | % | 2 | 11 | 85 | % | |||||||||||||
Mixed/Multiple Ethnic Groups |
2 | 15 | % | |||||||||||||||||
Asian/Asian British |
1 | 9 | % | |||||||||||||||||
Black/African/Caribbean/Black British |
||||||||||||||||||||
Other ethnic group, including Arab |
1 | 9 | % | |||||||||||||||||
Not specified/prefer not to say |
1 | As noted above, for Woodside the senior positions on the Board are only the Chair and the CEO. |
2 | In accordance with the UK Listing Rules, ‘executive management’ includes the Executive Leadership Team (the most senior executive body below the Board) and the Group Company Secretary, excluding administrative and support staff. |
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4.1.8 Other governance disclosures
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Woodside’s management, with the participation of its CEO and CFO, have evaluated, as required by Rule 13a-15(b) under the US Securities Exchange Act of 1934 (Exchange Act), the effectiveness of Woodside’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as at 31 December 2023. Based on that evaluation, the CEO and CFO concluded that Woodside’s disclosure controls and procedures were effective, as at 31 December 2023, in ensuring that information required to be disclosed by Woodside in the reports that it files or submits under the Exchange Act is recorded, processed, summarised and reported within the time periods specified in the SEC’s rules and forms, including that such information is accumulated and communicated to Woodside’s management, including the CEO and CFO, to allow timely decisions regarding required disclosure.
Management’s annual report on internal control over financial reporting
The management of Woodside is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act).
Under the supervision and with the participation of management, including our CEO and CFO, the effectiveness of Woodside’s internal control over financial reporting was evaluated based on the framework and criteria established in Internal Controls – Integrated Framework (2013), issued by the Committee of the Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that internal control over financial reporting was effective as at 31 December 2023.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and, even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
There were no changes in our internal control over financial reporting during FY2023 that materially affected or were reasonably likely to materially affect our internal control over financial reporting.
Attestation report of the registered public accounting firm
The effectiveness of internal control over financial reporting as of 31 December 2023 has been audited by PwC, an independent registered accounting firm that also audits Woodside’s Consolidated Financial Statements. Their audit report on the internal control over financial reporting is included in the Consolidated Financial Statements.
DIFFERENCES FROM NYSE CORPORATE GOVERNANCE REQUIREMENTS
Woodside’s ADSs are listed on the New York Stock Exchange (NYSE) and, accordingly, Woodside is subject to the listing standards of the NYSE (NYSE Listing Rules). The NYSE Listing Rules include certain accommodations in the corporate governance requirements that allow foreign private issuers, such as Woodside, to follow ‘home country’ corporate governance practices in lieu of the otherwise applicable corporate governance standards of the NYSE. Woodside has elected to comply with certain home country rules in lieu of the applicable NYSE requirements, as more fully described below.
Woodside may in the future decide to use other foreign private issuer exemptions with respect to other NYSE Listing Rules. Following Woodside’s home country governance practices, as opposed to the requirements that would otherwise apply to a company listed on the NYSE, may provide less protection than is accorded to investors under the NYSE Listing Rules applicable to US domestic issuers. If, at any time, Woodside ceases to be a foreign private issuer, it will take all action necessary to comply with the SEC and NYSE Listing Rules.
Quorum
The NYSE Listing Rules generally require that a listed company’s by-laws provide for a quorum for any meeting of the holders of such company’s voting shares that is sufficiently high to ensure a representative vote. Pursuant to the NYSE Listing Rules,
Woodside, as a foreign private issuer, has elected to comply with practices that are permitted under Australian securities laws in lieu of the provisions of the NYSE Listing Rules. The Woodside Constitution provides that a quorum for a meeting of Woodside Shareholders is three eligible Woodside Shareholders entitled to vote.
Audit committee requirements
Under Section 303A.06 of the NYSE Listing Rules and the requirements of Rule 10A-3 under the Exchange Act (Rule 10A- 3), a US listed company is required to have an audit committee of such company’s board of directors consisting entirely of independent members that comply with the requirements of Rule 10A-3. In addition, the audit committee must have a written charter which is compliant with the requirements of Section 303A.07(b) of the NYSE Listing Rules, the listed company must have an internal audit function and the listed company must fulfill all other requirements of the NYSE Listing Rules and Rule 10A-3. Foreign private issuers must comply with the audit committee standard set forth in Rule 10A-3, subject to limited exemptions, but may elect to follow ‘home country’ practices in lieu of the additional audit committee requirements in the NYSE Listing Rules.
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Rule 10A-3 requires NYSE-listed companies to ensure their audit committees are directly responsible for the appointment, compensation, retention and oversight of the work of the external auditor unless the company’s governing law or documents or other home country legal requirements require or permit shareholders to ultimately vote on or approve these matters. While Woodside’s Audit & Risk Committee is directly responsible for remuneration and oversight of the external auditor, ultimate responsibility for the appointment of the external auditor rests with Woodside shareholders, in accordance with Australian law and the Woodside Constitution. However, in accordance with the limited exemptions set forth in Rule 10A-3, the Audit & Risk Committee is responsible for the annual auditor engagement and if there is any proposal to change auditors, the committee does make recommendations to the Woodside Board on any change of auditor, which are then considered by Woodside shareholders at the annual meeting of Woodside shareholders.
Refer to section 4.1.3 – Board committees – Audit & Risk Committee for information on Audit and Risk Committee requirements under the ASX Recommendations.
Code of Ethics
The Woodside Board has adopted the Code of Conduct, which applies to the Woodside Board and Woodside’s CEO and CFO, along with all other Woodside employees.
During 2023, we refreshed our Code of Conduct to align it with global best practices.
4.1.9 Shareholders
Shareholder communications |
Shareholders are encouraged to receive electronic communications from the company and can elect to receive email notification when key materials are posted to our website. Shareholders can also receive an email notification of Woodside’s announcements and media releases.
Shareholders can communicate directly with Woodside by submitting questions or comments on the Contact Us section of our website. The Shareholder Services section of our website also sets out the email address for Woodside’s share registry, Computershare. |
|
Investor relations program |
Woodside has an investor relations program to facilitate effective two-way communication with investors.
Our Continuous Disclosure and Market Communications Policy facilitates this by requiring:
• the full and timely disclosure of information about Woodside’s material activities to the ASX and other relevant exchanges and our website (where they are retained for at least three years)
• that all disclosures, including notices of meetings and other shareholder communications, are drafted clearly and concisely
• the conduct of briefings for investors from time to time (such as the annual and half—year results, and Investor Briefing Days).
Investor briefings are webcast and presentation material for briefings or speeches containing new and substantive information is first disclosed to the market and other relevant exchanges and posted to our website. |
|
Shareholder meetings |
The company recognises the importance of shareholder participation in general meetings and supports and encourages that participation. The company has direct voting arrangements in place, allowing shareholders unable to attend the AGM to vote on resolutions without having to appoint someone else as a proxy. Voting on any substantial resolution at an AGM is conducted by poll. | |
Continuous disclosure and market communications |
Woodside’s Continuous Disclosure and Market Communications Policy and associated guidelines reinforce Woodside’s commitment to continuous disclosure and outline management’s accountabilities and the processes to be followed for ensuring compliance.
A Disclosure Committee manages compliance with market disclosure obligations and is responsible for implementing and overseeing reporting processes and controls and setting guidelines for the release of information. The Disclosure Committee is comprised of senior leaders. Employees considered to hold higher risk roles are required to participate in annual continuous disclosure training.
The Board and Senior Executives are provided with copies of all information disclosed pursuant to all applicable stock exchange rules. |
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4.2 Governance
Directors’ report
The directors of Woodside Energy Group Ltd present their report (including the Remuneration Report) together with the Financial Statements of the consolidated entity, being Woodside Energy Group Ltd and its controlled entities, for the year ended 31 December 2023.
DIRECTORS
The directors of Woodside Energy Group Ltd in office at any time during or since the end of the 2023 financial year and information on the directors (including qualifications and experience and directorships of listed companies held by the directors at any time in the last three years) are set out in section 4.1.2 - Board of directors.
The number of directors’ meetings held (including meetings of committees of the Board) and the number of meetings attended by each of the directors of Woodside Energy Group Ltd during the financial year are shown in section 4.1.2 - Board of directors - Director attendance at meetings.
Details of director and Senior Executive remuneration are set out in section 4.3 – Remuneration Report.
The particulars of directors’ interests in shares of Woodside as at the date of this report are set out at the end of this section.
Principal activities
The principal activities and operations of Woodside during the financial year were hydrocarbon exploration, evaluation, development, production and marketing.
Other than as previously referred to in the operating and financial review section there were no other significant changes in the nature of the activities of the consolidated entity during the year.
Consolidated results
The consolidated profit attributable to equity holders after provision for income tax was $1,660 million ($6,498 million in 2022).
Operating and financial review
A review of the operations of Woodside during the financial year and the results of those operations are set out in section 1 - Overview, section 2 - Strategy and Financial Performance, section 3 - Our Business and section 6.5 – Asset facts.
Significant changes in the state of affairs
The review of operations in sections 1 to 3 sets out a number of matters that have had a significant effect on the state of affairs of the consolidated entity.
Other than those matters, there were no significant changes in the state of affairs of the consolidated entity during the financial year.
Events subsequent to end of financial year
Since the reporting date, the directors have resolved to pay a fully franked dividend. More information is available in the Dividend section below. No provision has been made for this dividend in the financial report as the dividend was not determined by the directors on or before the end of the financial year.
Other than those disclosed in Note E.5 of section 5 - Financial Statements there are no other material subsequent events.
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Dividend
The directors have resolved to pay a final dividend in respect of the year ended 31 December 2023 of 60 US cents per ordinary share (fully franked) payable on 4 April 2024.
Type | 2023 final | 2023 interim | 2022 final | |||
Payment date |
4 April 2024 | 28 September 2023 | 5 April 2023 | |||
Period ends |
31 December 2023 | 30 June 2023 | 31 December 2022 | |||
Cents per share |
60 | 80 | 144 | |||
Value $ million |
1,139 | 1,519 | 2,734 | |||
Fully franked |
✓ | ✓ | ✓ |
Likely developments, business strategies, future prospects and expected results
In general terms, the review of operations of Woodside as set out in sections 1-3 gives an indication of likely developments, business strategies, prospects for future financial years, and the expected results of the operations. In the opinion of the directors, disclosure of any further information would be likely to result in unreasonable prejudice to Woodside. Section 6.8 – Information about this report includes further details regarding Woodside’s reliance on the unreasonable prejudice exemption.
Environmental compliance
Woodside is subject to a range of environmental legislation in Australia and other countries in which it operates. In 2023, there were no incidents involving spills of hydrocarbons or hazardous non-hydrocarbons greater than 1 bbl released to the environment.
Through its Environment and Biodiversity Policy, Woodside plans and performs activities so that adverse effects on the environment are avoided or minimised as much as reasonably practicable.
For the financial year ended 31 December 2023, we recorded no fines or prosecutions relating to our environmental performance.
Research and development
Woodside is leveraging technology to drive cost efficiencies and exploring a range of technology options to support step change abatement. Woodside has a number of technology collaborations and pursues opportunities through technology across operations including for emissions reduction.
For further information on examples of the Group’s activities in the field of research and development see section 3.7 – New energy and carbon solutions.
Company Secretaries
The following individuals have acted as Company Secretary during 2023:
Warren Baillie LLB, BCom, Grad. Dip. CSP
Group Company Secretary
Mr Baillie joined Woodside in 2005 and was appointed Group Company Secretary effective 1 February 2012. Mr Baillie is a solicitor and chartered secretary. He is a former President of the board of the Governance Institute of Australia.
Lucy Bowman MA (Oxon), Jurisprudence
Joint Company Secretary
Ms Bowman joined Woodside in 2021 as Senior Legal Counsel and was appointed Joint Company Secretary effective 20 October 2022. She is a graduate member of the Australian Institute of Company Directors.
Branches
Woodside Energy Group Ltd, through various subsidiaries, has established branches in a number of countries.
Indemnification and insurance of directors and officers
Woodside Energy Group Ltd’s constitution requires Woodside Energy Group Ltd to indemnify each director, secretary, executive officer or employee of Woodside Energy Group Ltd or its wholly owned subsidiaries against liabilities (to the extent Woodside Energy Group Ltd is not precluded by law from doing so) incurred in or arising out of the conduct of the business of Woodside Energy Group Ltd or the discharge of the duties of any such person. Woodside Energy Group Ltd enters into deeds of indemnity with directors, secretaries, certain Senior Executives and employees serving as officers on wholly owned or partly owned companies of Woodside in terms consistent with the indemnity provided under Woodside Energy Group Ltd’s constitution.
From time to time, Woodside engages its external auditor, PricewaterhouseCoopers, to conduct non-statutory audit work and provide other services in accordance with Woodside’s External Auditor Guidance Policy. The terms of engagement include an indemnity in favour of PricewaterhouseCoopers:
• | against all losses, claims, costs, expenses, actions, demands, damages, liabilities or any proceedings (liabilities) incurred by PricewaterhouseCoopers in respect of third-party claims arising from a breach by Woodside under the engagement terms |
• | for all liabilities PricewaterhouseCoopers has to Woodside or any third party as a result of reliance on information provided by Woodside that is false, misleading or incomplete. |
Woodside Energy Group Ltd has paid a premium under a contract insuring each director, officer, secretary and employee who is concerned with the management of Woodside Energy Group Ltd or its subsidiaries against liability incurred in that capacity.
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Disclosure of the nature of the liability covered by and the amount of the premium payable for such insurance is subject to a confidentiality clause under the contract of insurance. Woodside Energy Group Ltd has not provided any insurance for the external auditor of Woodside Energy Group Ltd or a body corporate related to the external auditor.
During the financial year ended 31 December 2023 and as at the date of this Directors’ report, no indemnity in favour of a current or former director, officer or external auditor of the Group has been called on.
Non-audit services and auditor independence declaration
Based on advice provided by the Audit & Risk Committee, the directors are satisfied that the provision of non-audit services by the external auditor during the financial year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 for the following reasons:
• | all non-audit services were provided in accordance with Woodside’s External Auditor Policy and External Auditor Guidance Policy |
• | all non-audit services were subject to the corporate governance processes adopted by the company and have been reviewed by the Audit & Risk Committee to ensure that they do not affect the integrity or objectivity of the auditor. |
Financial instruments
For further information on Woodside’s financial risk management objectives and policies, hedging and exposure to price risk, credit risk, liquidity risk and cash flow risk, refer to sections A, C and D in section 5 – Financial Statements and Quantitative and qualitative disclosures about market risk in section 6.3 – Additional disclosures.
Proceedings on behalf of the company
No proceedings have been brought on behalf of the company, nor has any application been made in respect of the company, under section 237 of the Corporations Act 2001.
Rounding of amounts
Woodside Energy Group Limited is an entity to which the Australian Securities and Investments Commission (ASIC) Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 (ASIC Instrument 2016/191) applies. Amounts in this report have been rounded in accordance with ASIC Instrument 2016/191. This means that amounts contained in this report have been rounded to the nearest million dollars unless otherwise stated.
Information in other parts of the Annual Report
Where this Directors’ report refers to other parts of the Annual Report, those pages form part of this report.
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Directors’ relevant interests in Woodside Energy Group Ltd shares as at the date of this report
Director | Relevant interest in shares | |||
|
||||
Larry Archibald |
13,524 | |||
Ashok Belani2 |
Nil | |||
Arnaud Breuillac2 |
Nil | |||
Frank Cooper |
16,142 | |||
Swee Chen Goh |
14,953 | |||
Richard Goyder |
26,163 | |||
Ian Macfarlane |
11,376 | |||
Angela Minas2 |
Nil | |||
Meg O’Neill1 |
432,621 | |||
Ann Pickard |
15,870 | |||
Gene Tilbrook |
9,947 | |||
Ben Wyatt |
3,054 | |||
|
1 | Meg O’Neill is the only Woodside Energy Group Ltd director who has rights on issue and her rights holdings are set out section 4.3 – Remuneration Report. Woodside Energy Group Ltd does not have any options on issue. |
2 | Mr Breuillac, Ms Minas and Mr Belani are participating in the Non-Executive Directors’ Share Plan and will acquire shares going forward under this plan. |
R J Goyder, AO
Chair
Perth, Western Australia
27 February 2024
M E O’Neill
Chief Executive Officer and Managing Director
Perth, Western Australia
27 February 2024
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Remuneration Report
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4.3.1 Committee Chair’s letter
Not required for US Reporting This report outlines the remuneration arrangements and outcomes achieved for Woodside’s key management personnel (KMP) during 2023.
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4.3.2 Remuneration Report
KMP AND SUMMARY OF WOODSIDE’S FIVE-YEAR PERFORMANCE
Woodside’s KMP are the people who have the authority to shape, influence and control the Group’s strategic direction and performance through their actions, either collectively (in the case of the Board) or as individuals acting under delegated authorities (in the case of the CEO and Senior Executives).
The names and positions of the individuals who were KMP during 2023 are set out in Tables 1A and 1B. Unless otherwise indicated in Table 1A and 1B, all individuals were KMP for the full year in 2023.
Table 1A – Executive KMP
Executive Director |
||||
Meg O’Neill (Chief Executive Officer and Managing Director (CEO)) |
||||
Senior Executive |
|
|||
Graham Tiver (Executive Vice President and Chief Financial Officer) |
||||
Shiva McMahon (Executive Vice President International Operations) |
||||
Liz Westcott (Executive Vice President Australian Operations)1 |
1. | Ms L Westcott commenced with Woodside on 1 June 2023. |
Table 1B – Non-Executive Directors KMP
Non-Executive Directors |
||||
|
||||
Richard Goyder, AO (Chair) |
||||
|
||||
Larry Archibald |
||||
|
||||
Frank Cooper, AO |
||||
|
||||
Swee Chen Goh |
||||
|
||||
Ian Macfarlane |
||||
|
||||
Ann Pickard |
||||
|
||||
Gene Tilbrook |
||||
|
||||
Ben Wyatt |
||||
|
||||
Arnaud Breuillac1 |
||||
|
||||
Angela Minas2 |
||||
|
||||
Former Non-Executive Directors |
||||
|
||||
Christopher Haynes, OBE3 |
||||
|
||||
Sarah Ryan4 |
||||
|
1. | Mr A Breuillac was appointed as a non-executive director on 8 March 2023. |
2. | Ms A Minas was appointed as a non-executive director on 28 April 2023. |
3. | Dr C Haynes ceased being a non-executive director on 28 April 2023. |
4. | Dr S Ryan ceased being a non-executive director on 28 April 2023. |
KMP changes in 2024
Woodside announced on 24 January 2024 that Mr Frank Cooper, AO and Mr Gene Tilbrook are anticipated to retire from the Woodside Board at or before the Annual General Meeting in April 2024. Further, Mr Ashok Belani was appointed as a non-executive director effective 29 January 2024.
Table 2 – Five-year performance
2023 | 2022 | 2021 | 2020 | 2019 | ||||||||||||||||||
EBITDA excluding impairment1 |
(US$million) | 9,363 | 11,234 | 4,135 | 1,922 | 3,531 | ||||||||||||||||
Operating Expenditure2 |
(US$million) | 2,255 | 2,063 | 3 | 1,030 | 3 | - | - | ||||||||||||||
Net profit after tax (NPAT)4 |
(US$million) | 1,660 | 6,498 | 1,983 | (4,028 | ) | 343 | |||||||||||||||
Basic earnings per share5 |
(US cents) | 87.5 | 430 | 206 | (424 | ) | 37 | |||||||||||||||
Underlying NPAT1 |
(US$million) | 3,320 | 5,230 | 1,620 | 447 | 1,063 | ||||||||||||||||
Dividends per share |
(US cents) | 140 | 253 | 135 | 38 | 91 | ||||||||||||||||
Share closing price (last trading day of the year) |
(A$) | 31.06 | 35.44 | 21.93 | 22.74 | 34.38 | 5 | |||||||||||||||
Production7,8 |
(MMboe) | 187.2 | 157.7 | 91.1 | 100.3 | 89.6 | ||||||||||||||||
Average annual Dated Brent8 |
($/boe) | 83 | 101 | 71 | 42 | 64 |
1. | This is a non-IFRS measure that is unaudited but derived from audited Financial Statements. This measure is presented to provide further insight into Woodside’s performance and has been calculated as defined in the Alternative performance measures section of the Annual Report. |
2. | Operating expenditure is a non-IFRS measure that is unaudited. This measure includes only those expenses within production costs and general, administrative and other expenses directly attributable to generating revenue from the sale of hydrocarbons from Woodside’s operating assets. Operating expenditure was not disclosed prior to 2021. |
3. | As of 2023, Operating Expenditure for the Corporate Scorecard is calculated and reported in USD reflecting the global nature of the organisation post merger. Prior to 2023, the Operating Expenditure was calculated and reported in AUD. |
4. | Represents profit after tax attributable to equity holders of the parent. This measure is presented to provide further insight into Woodside’s performance. |
5. | Basic earnings per share from total operations. |
6. | Share closing price (last trading day) for 2018 was $31.32. |
7. | From 2022 onwards, production volumes have been calculated using updated conversion factors as defined in the Glossary, units of measure and conversion factors section of the Annual Report. |
8. | These measures are non-IFRS financial performance measures and therefore are unaudited. |
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Executive KMP
Remuneration policy
Woodside’s strategy is to thrive through the energy transition by building a low cost, lower carbon, profitable, resilient and diversified portfolio. There are three goals which drive this strategic direction.
First, we strive to have the right portfolio to provide the energy required for future demand. We play to our strengths, providing oil and gas to our customers while advancing new energy products and lower carbon services. Climate is an integrated part of our strategy and we assess investment decisions against a wide range of considerations including climate outcomes. This is important as the demand from our customers becomes increasingly shaped by their decarbonisation goals.
Secondly, we want to create and return value to our shareholders. Our capital management framework aims to optimise value, balance strong shareholder returns and invest in quality opportunities.
Finally, we aim to conduct our business sustainably. To achieve this, we need to manage our impact on people, communities and the environment in which we operate. The safety of our people and a strong focus on managing our net equity Scope 1 and 2 emissions to meet our targets is critical to the longevity of our business.
All three goals are critical to ensuring that Woodside delivers its strategy and thrives through the energy transition.
To do so, the company must be able to attract and retain executive capability in a globally competitive market. The Board structures remuneration so that it rewards those who perform, is valued by Executives, and is aligned with the company’s values, strategic direction and the creation of enduring value to shareholders, and other stakeholders.
Fixed Annual Reward (FAR) is determined having regard to the scope of each Executive’s role and their level of knowledge, skills and experience.
Variable Annual Reward (VAR) is calculated annually, based on performance measures set by the Board aimed at aligning executive remuneration with short and long-term shareholder returns. VAR aligns shareholder and executive remuneration outcomes by making a significant portion of executive remuneration at risk, while rewarding performance.
Executive remuneration is reviewed annually, having regard to the accountabilities, experience and performance of each individual. FAR and VAR are compared against domestic and international competitors at target, to maintain Woodside’s capacity to attract and retain talent and to ensure appropriate motivation is provided to Executives to deliver on the company’s strategic objectives.
Executive Incentive Scheme
VAR is delivered under the Woodside Executive Incentive Scheme (EIS). The EIS is structured having regard to the key objectives of executive engagement, alignment with the shareholder experience and strategic fit.
EXECUTIVE ENGAGEMENT | ALIGNMENT WITH THE SHAREHOLDER EXPERIENCE |
STRATEGIC FIT | ||||||||||||||||||
Enable Woodside to attract and retain executive capability in a globally competitive environment by providing Executives with a clear remuneration structure giving line of sight to how performance is reflected in remuneration outcomes. | Promote significant share ownership through equity awards. Equity awards are delivered as a combination of Restricted Shares and Performance Rights. The Performance Rights are Relative Total Shareholder Return (RTSR) tested against comparator groups, after five years. | Measures which determine the quantum of the EIS award are selected for alignment with Woodside strategy and award deferral periods reflect Woodside’s strategic time horizons. Together these drive Executives to deliver our strategic objectives with discipline and collaboration, in turn creating shareholder value. |
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Individual and Company Performance
The EIS delivers a single variable reward linked to challenging individual and company annual targets set by the Board.
Each Executive KMP’s award is based upon two components: individual performance against KPIs (30% weighting) and the company’s performance against the Corporate Scorecard (70% weighting).
Individual performance measures are designed to ensure Executives focus on driving Woodside’s culture and values whilst executing Woodside’s strategic imperatives. The Board has strong oversight and governance to ensure that appropriate and challenging individual targets are set to create a clear link between performance and reward.
The 2023 Corporate Scorecard for Executive KMP was based on four equally weighted measures that were chosen because they impact short-term and long-term shareholder value. This includes measures selected for alignment with Woodside strategy, covering operational efficiency, financial outcomes and performance against key sustainability measures.
Calculation of Award
The EIS award is subject to performance in each 12-month period and is determined at the conclusion of each performance year.
Individual performance is rated on a scale between 0 and 5 and is assessed by the Board in the case of the CEO, and by the CEO and the Human Resources & Compensation Committee in the case of Senior Executives. Corporate performance is rated on a scale between 0 and 10, with a score of 5 for an outcome at target and a maximum of 10 on each measure. The sum of these two components determines the award.
Exceeding targets results in an increased award with a linear calculation up to the maximum, while under-performance will result in a reduced award. The minimum award that an Executive can receive is zero if the performance conditions are not achieved on either company or individual performance.
The decision to pay or allocate an EIS award is subject to the overriding discretion of the Board, which may adjust outcomes, both upwards and downwards, to better reflect shareholder outcomes and company or management performance. Each year, the Board conducts a holistic assessment of Woodside’s performance on all significant factors, before considering whether it is appropriate to adjust EIS outcomes, either upwards or downwards.
Target variable reward opportunity for 2023
Each Executive is given a target VAR opportunity and a maximum VAR opportunity which is expressed as percentage of the Executive’s FAR. The opportunities for 2023 are outlined below.
Position |
Minimum opportunity (% of FAR) |
Target opportunity (% of FAR) |
Maximum opportunity (% of FAR) |
|||
|
||||||
CEO |
Zero | 280 | 420 | |||
Senior Executives |
Zero | 160 | 256 |
CEO remuneration at target | Senior Executives remuneration at target |
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Executive KMP remuneration structure
Woodside’s remuneration structure for the CEO and Senior Executives is comprised of two components: FAR and VAR.
FAR
• | Based upon the scope of the Executive’s role and their individual level of knowledge, skill and experience. |
• | Benchmarked for competitiveness against domestic and international peers to enable the company to attract and retain superior executive capability. |
VAR
• | Executives are eligible to receive a single variable reward linked to individual and company annual targets set by the Board. |
• | The VAR is subject to performance against individual and corporate performance in the initial 12-month period and is determined at the conclusion of each performance year. |
The VAR for the CEO and Senior Executives is outlined below:
CEO EIS structure | Senior Executives EIS structure | |
1. | Allocated using a face value methodology. |
2. | Award allocated after completion of performance year. |
Cash
The cash component is payable following the end of the 12-month performance year, in the March pay-cycle.
Restricted Shares
For the CEO’s VAR award, the Restricted Share component is divided into tranches with three, four and five-year deferral periods and for Senior Executive’s VAR awards, the Restricted Shares are divided into tranches with three and five-year deferral periods. There are no further performance conditions attached to these awards. This element creates a strong retention proposition for Executives as vesting is subject to employment not being terminated with cause or by resignation during the deferral period. The deferral mechanism means that the value of awards reflects fluctuations in share price across the deferral periods, which is intended to reflect the sustainability of performance over the medium and long-term and support alignment between Executives and shareholders.
Performance Rights
The Performance Rights are divided into two portions with each portion subject to a separate RTSR performance hurdle tested over a five-year period. Performance is tested after five years as Woodside operates in a capital intensive industry with long investment timelines. It is imperative that Executives take decisions in the long-term interest of shareholders, focused on value creation across the commodity price cycles of the oil and gas industry.
Our view is that RTSR is the best measure of long-term value creation across the commodity price cycle of our industry.
One-third of the Performance Rights are tested against a comparator group that comprises the entities within the ASX 50 index at 1 December 2023. The remaining two-thirds are tested against an international group of oil and gas companies, set out in Table 11.
RTSR outcomes are calculated by an external adviser after the conclusion of the performance period. The outcome of the test is measured against the schedule below. For EIS awards, any Performance Rights that do not vest will lapse and are not retested.
For valuation purposes all Performance Rights are treated as if they will be equity settled. Each Performance Right is a right to receive a fully paid ordinary share in Woodside on vesting (or, at the Board’s discretion, as cash equivalent payment). No amount is payable by the Executive on the grant or vesting of a Performance Right.
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RTSR performance hurdle vesting
Woodside RTSR percentile position within peer group |
Vesting of Performance Rights in the relevant RTSR component | |
Less than 50th percentile |
No vesting | |
Equal to 50th percentile |
50% vest | |
Between the 50th and 75th percentile |
Vesting on a pro-rata basis | |
Equal to or greater than 75th percentile |
100% vest |
Table 3 – Key EIS features
Allocation methodology |
Restricted Shares and Performance Rights are allocated using a face value allocation methodology. The number of Restricted Shares and Performance Rights is calculated by dividing the value by the volume weighted average price (VWAP) of the Company’s shares traded on each trading day across December of the performance year. | |
Dividends and voting |
Executives are entitled to receive dividends on Restricted Shares. No dividends are paid on Performance Rights prior to vesting. For Performance Rights that do vest, a dividend equivalent payment will be paid by Woodside for dividends paid during the period between allocation and vesting. The dividend equivalent payment will be paid in cash unless the Board determines otherwise. Restricted Shares have voting rights in the same way as other Woodside shareholders. Performance Rights do not have voting rights until shares are allocated following vesting. |
|
Clawback provisions |
The Board has broad discretion to reduce vested and unvested entitlements, including where an Executive has acted fraudulently or dishonestly or is found to be in material breach of their obligations; there is a material misstatement or omission in the financial statements; a significant unexpected or unintended consequence or outcome has occurred; or the Board determines that circumstances have occurred that have resulted in an unfair benefit to the Executive. In 2023, the Board adopted a Mandatory Clawback Policy consistent with the requirements of Section 303.A14 of the New York Stock Exchange Listed Company Manual. Where the company is required to prepare an accounting restatement due to material non-compliance with any financial reporting requirements under the securities laws, the Company will recoup the amount of erroneously awarded incentive-based compensation in accordance with such Mandatory Clawback Policy. |
|
Control event |
The Board has the discretion to determine the treatment of any EIS award on a change of control event. If an actual change of control occurs during the performance year, an Executive will generally receive at least a prorata cash payment in respect of the unallocated cash and Restricted Share components of the EIS award for that performance year, assessed at target. If an actual change of control occurs during the vesting period for equity awards, unless the Board determines otherwise Restricted Shares will vest in full whilst Performance Rights, will vest on a pro-rata basis having regard to the portion of the vesting period elapsed. |
|
Cessation of employment |
During a performance year, should an Executive resign or be terminated for cause, no EIS award will be provided (unless the Board determines otherwise). In any other case, Woodside will have regard to performance against target and the portion of the performance year elapsed in determining any EIS award. During a deferral or performance period, should an Executive resign or be terminated for cause, any EIS award will be forfeited or lapse (unless the Board determines otherwise). In any other case, any Restricted Shares will vest in full from a date determined by the Board while any Performance Rights will remain on foot and vest in the ordinary course subject to the satisfaction of applicable conditions, unless the Board determines otherwise. |
|
No retesting |
There will be no retest applied to EIS awards. Performance Rights will lapse if the required RTSR performance is not achieved at the conclusion of the five-year period. |
Other equity plans
Woodside has a history of providing employees with the opportunity to participate in ownership of shares in the company and using equity to support a competitive base remuneration position.
Details of prior year allocations are provided in Table 12. The terms applying to prior year grants are described in past Woodside Annual Reports.
Supplementary Woodside Equity Plan (SWEP)
In October 2011, the Board approved the establishment of the SWEP to enable the offering of targeted retention awards of Equity Rights (ERs for key capability.
The SWEP was updated in 2022 to broaden eligibility to all employees of a subsidiary of Woodside Energy Group Ltd and ensure compliance in all jurisdictions in which Woodside operates. This facilitated the offer of replacement unvested incentives as required under transitional arrangements for eligible heritage BHP employees transitioning from BHP Group Long-Term Incentive (LTI) plans to VAR offered under Woodside’s VAR arrangements.
The SWEP awards have service conditions and no performance conditions. Each ER entitles the participant to receive a Woodside share on the vesting date.
ERs under the SWEP may vest prior to the vesting date on a change of control or on a pro-rata basis, at the discretion of the CEO, limited to the following circumstances; redundancy, retirement (after six months’ participation), death, termination due to illness or incapacity or total and permanent disablement of a participating employee. An employee whose employment is terminated by resignation or for cause prior to the vesting date will forfeit all their unvested ERs.
In relation to the applicable cessation of employment treatment for SWEP ERs granted as replacement awards to heritage BHP employees, unless the Board determines otherwise, unvested SWEP ERs will vest on a pro-rata basis in the following circumstances; redundancy, death, termination due to medical illness or incapacity or total and permanent disablement of the participant. For cessation in other circumstances, (and other than where employment is terminated by resignation or for cause), Woodside’s CEO (or Committee of the Board, as applicable) has discretion to permit pro-rata vesting.
There is no entitlement to dividends on ERs and ERs do not carry voting rights.
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Minimum Shareholding Requirements (MSR) Policy
The Executive MSR Policy reflects the long-term focus of management and aims to further strengthen alignment with shareholders.
The MSR Policy requires Senior Executives to have acquired and maintained Woodside shares for a minimum total purchase price of at least 100% of their FAR after a period of five years, and in the case of the CEO a minimum of 200% of FAR after a period of five years.
Of the Executive KMP, Ms O’Neill, Mr Tiver and Ms McMahon meet the MSR requirements. Ms Westcott commenced with Woodside in 2023 and will acquire Woodside shares to meet the MSR requirements. See Table 14 for details.
Remuneration changes and benchmarking
The Board reviewed the remuneration for the CEO and Senior Executives with regard for accountabilities, experience and individual performance, supported by external benchmarking.
In 2023, the Board engaged independent remuneration consultants KPMG (Australia) and Meridian (US) to provide input to this review. The benchmarking conducted by KPMG included ASX 20 companies, selected peers in the Australian materials and energy sector and international oil and gas companies. Meridian benchmarked 18 companies with global operations, primarily in the oil and gas energy sector.
With reference to market benchmarks, the Board has set Ms O’Neill’s FAR at A$2,472,000 effective 1 January 2024. This increase of three percent (compared to Ms O’Neill’s FAR of A$2,400,000 in 2023) recognised the expertise, knowledge and performance of Ms O’Neill and brings the total remuneration to a competitive position in the selected peer groups.
In 2022 the Board approved an increase to the target opportunity for the CEO’s VAR and structure of the EIS. This has applied to the assessment of the CEO’s performance from 1 June 2022 and the 2023 performance year. No changes are proposed to the target opportunity or structure of EIS for 2024.
Benchmarking indicates Ms O’Neill’s remuneration is positioned competitively in the selected peer groups. CEO FAR is comparable to median of the ASX 20 peer group and the upper quartile of global oil and gas peers. CEO Total Target Remuneration (TTR), which includes FAR and at target VAR, is aligned to the upper quartile of the ASX peer group and is below the median compared to global oil and gas peers.
To support the review of Senior Executive remuneration the Board engaged KPMG to provide benchmarking and remuneration recommendations. Following this review, the FAR for Mr Tiver and Ms McMahon was increased by five percent effective 1 April 2023. No changes are proposed to the VAR target opportunity or structure of EIS for 2024.
Woodside CEO 1 January 2024 FAR and TTR comparison to ASX 20 and global oil and gas peers:
CEO FAR comparison
|
CEO TTR comparison | |
|
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2024 Corporate Scorecard
The 2024 Corporate Scorecard has been approved by the Board and reflects Woodside’s balanced approach to setting measures aligned with Woodside’s strategy. The 2024 Scorecard has five individually weighted measures which assess safe, reliable, and efficient operations, implementation of our strategic plan and delivery of sustainable business priorities.
To focus Executives on their leadership contribution to Woodside’s safety performance and delivery against climate plans, each objective has been elevated as a standalone measure in 2024.
Safety metrics make up 15% of the total 2024 scorecard to ensure a focus on our aim to prevent all injuries and the critical importance of effective process safety management and leadership to avoid major accident and environmental events.
Climate metrics make up 15% of the total 2024 scorecard to ensure appropriate emphasis on meeting Scope 1 and 2 emissions targets as well as progress of new energy projects.
The 2024 measures are:
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Corporate Scorecard measures and outcomes for 2023
Financial (25%)
|
Outcome 3.3
|
|||
EBITDA excluding impairment is a key contributor to annual profitability and is influenced by both management performance and commodity prices. EBITDA is closely aligned with short-term shareholder value creation. EBITDA is underpinned by efficient operational performance and outcomes are exposed to the upside and downside of oil and gas price and foreign exchange fluctuations, as are returns to shareholders. Controlling Operating Expenditure brings a focus on efficient operations; cost competitiveness; and shareholder returns.
|
||||
2023 performance: EBITDA excluding impairments was US$9,363 million, below the target of US$11,860 million due to lower realised prices, partially offset by higher production. Operating Expenditure was US$2,255 million, US$47 million higher than the target of US$2,208 million due to higher operating costs on Pluto and Gulf of Mexico assets. Operating Expenditure excludes the foreign exchange impact of a weaker US dollar, and the commodity price and volume impacts on Pluto-KGP Interconnector Operating Expenditure.
|
||||
Base business (25%)
|
Outcome 6.1
|
|||
Revenue is maximised and value generated from Woodside’s assets when they are fully utilised in production. Production must be carefully managed throughout the year to optimise value from the assets. The production target for Corporate Scorecard purposes is set relative to the company’s annual budget and market guidance.
|
||||
2023 performance: Production of 187.2 MMboe was within production guidance of 180 – 190 MMboe due to higher Pluto-KGP Interconnector production and continued Pluto Train 1 reliability, Mad Dog Phase 2 first oil achieved in April 2023 and strong field performance for Trinidad and Tobago. This is offset by turnaround activities and lower than planned gas demand at Bass Strait.
|
||||
Material sustainability issues (25%)
|
Outcome 4.4 | |||
The Board considers performance across material sustainability issues including personal and process safety, climate change and greenhouse gas emissions, and our social licence to operate. Strong performance in this area creates and protects value in four ways; it reduces the likelihood of major accident events and catastrophic losses; it maintains Woodside’s licence to operate which enables the development of its growth portfolio; it reflects efficient, optimised and controlled business processes that generate value; and it supports the company’s position as a partner of choice.
|
||||
2023 performance: The health and safety performance measure, which contributes to 10% of the overall scorecard outcome, was zero. This reflects safety performance below target with a TRIR of 1.86 (compared to a target of 1), which included one fatality at the North Rankin Complex and process safety performance below target with three Tier 1 or 2 process safety events recorded against a maximum target of 1. Gross equity Scope 1 and 2 emissions performance was 6,190kT CO2-e, 5% better than the target. Woodside is on track for 8 of the 9 indicators in the 2021 – 2025 Reconciliation Action Plan.
|
||||
Strategy & growth (25%)
|
Outcome 5.3 | |||
In 2023, we focused on progressing Scarborough and Sangomar, taking FID on Trion and progressing new energy projects, combined with delivery of annual synergy initiatives following the merger with BHP’s petroleum business.
|
||||
Scarborough and Pluto Train 2
• Scarborough and Pluto Train 2 55% complete1, targeting first LNG cargo in 2026.
• Environmental plans for the seismic, drilling, subsea and trunkline installations activities were accepted by the regulator in December.
Sangomar
• 93% complete at year end and first oil targeted for mid-2024, compared to a first oil target of late 2023.2 • FPSO sailed from Singapore in late 2023.
Trion
• Final investment decision (FID) achieved. • Contracts for major scopes of work awarded. |
Progress on New Energy Projects
• Woodside continued to progress technical, regulatory and contracting activities for H2OK in 2023. FID has been delayed pending more certainty regarding government tax incentive qualifications and customer offtake agreements.
• Secured planning approvals and State and Federal environmental approvals for the proposed Woodside Solar facility and associated infrastructure compared to targeting FID readiness in 2023.
• Pre front-end engineering and design (FEED) commenced on the Angel carbon capture and storage (CCS) opportunity.
Merger integration
• Exceeded synergies target of greater than US$400 million realised.3 |
|||
|
||||
Overall corporate performance outcome
|
Outcome 4.8
|
1. | The completion % excludes the Pluto Train 1 modifications project. |
2. | The progress of the project has been updated to 93% following a 0.2% correction identified subsequent to the period. |
3. | Synergies realised is unaudited. |
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Executive KMP KPIs and outcomes for 2023
CEO FAR
As a result of the Board’s review of CEO remuneration, Ms O’Neill’s FAR increased from A$2,400,000 to A$2,472,000 effective 1 January 2024.
CEO VAR and other incentives
Ms O’Neill’s incentive arrangements are governed under the EIS.
For 2023, the individual performance of the CEO was reviewed by the Board against five equally weighted measures. These metrics, outlined in Table 4, were chosen because the Board considers successful performance in each area to be a key driver of superior shareholder returns.
The same metrics were cascaded to the Senior Executives to measure individual performance.
At the end of the year, the Board reviewed the CEO’s performance for 2023. The CEO was given an individual performance score between 0 and 5, which together with the Corporate Scorecard determined the VAR outcome. This resulted in an EIS award at 104% of the target opportunity. The CEO proposed to the Board her final EIS award be reduced by 5% in light of the fatality at our North Rankin Complex. The Board exercised its discretion to reduce the EIS award to 99% of the target opportunity (66% of the maximum opportunity). The Board will consider whether any further action is appropriate as Woodside’s response to the fatality continues.
Information on the individual performance of the CEO is shown in Table 4.
The 2023 EIS award for the CEO is detailed in Table 7.
In June 2023, Ms O’Neill was paid the second tranche of a one-off cash bonus approved by the Board in 2022, in recognition of Ms O’Neill’s significant contribution towards the merger of Woodside and BHP’s petroleum business. This payment of A$200,000 was subject to satisfactory individual performance and continued service. This payment is detailed in Table 5 and Table 10.
Senior Executive FAR
As a result of the Board’s review of Senior Executive Remuneration, Mr Tiver’s FAR was increased to A$1,155,000 and Ms McMahon’s FAR to US$578,000 effective 1 April 2023. Ms Westcott’s FAR on appointment was A$1,090,000.
Management will continue to monitor market developments to ensure FAR for Senior Executives remains competitive and benchmarks appropriately against peer companies.
Senior Executive VAR and other incentives
For 2023, the individual performance of each Senior Executive was evaluated against the same performance measures as the CEO, with individual KPIs set relevant to each Executive’s area of responsibility. These metrics aim to align individual performance with the achievement of Woodside’s corporate strategy while fostering collaboration between Executives.
The Board approved EIS awards to Senior Executives based on the Corporate Scorecard result and their individual performance assessment.
Information on the individual performance of Senior Executives who were KMP as at 31 December 2023 is shown in Table 4.
Details of the EIS award for each Senior Executive who were KMP as at 31 December 2023 are set out in Table 7.
CEO actual remuneration
|
Senior Executives actual remuneration1 | |
|
1. | This represents an average of all Senior Executives actual and variable remuneration for 2023. |
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Table 4 – CEO and Senior Executive individual performance for 2023 EIS
Meg O’Neill - CEO and Managing Director | ||||
KPI | Performance | Outcome | ||
Growth agenda
Assesses the alignment of growth opportunities to shareholder return; portfolio balance; the achievement of challenging business objectives. |
• Matured the corporate strategy, focusing the company on areas of LNG, deepwater oil, integrated carbon solutions and lower carbon energy.
• Scarborough selldown of 10% equity to LNG Japan achieved, with associated non-binding agreements on offtake and collaboration on new energy.
• Trion FID achieved with regulatory approval in place.
• Achieved FID on Hydrogen Refueller. Woodside Solar and H2OK hydrogen project progressing.
|
Above target | ||
Effective execution
Assesses the maintenance, operation and profitability of existing assets; project delivery to achieve budget, schedule and stated performance; cost reduction; achievement of health, safety and community expectations. |
• Personal and process safety performance failed to meet targets. External review of safety system ongoing.
• Strong operational performance with above target production and high LNG reliability.
• Commencement of production from the Mad Dog Phase 2 and Shenzi North projects.
• Safe removal of the Nganhurra Riser Turret Mooring.
• Full year net equity Scope 1 and 2 emissions reduced.
• Sangomar project 93% complete.1
|
On target | ||
Enterprise capability
Assesses leadership development; workforce planning; executive succession; Indigenous participation and diversity; effective risk identification and management. |
• Steady improvement in overall female participation including in leadership and technician and trade roles.
• Delivered 2022 Reconciliation Action Plan, with 8 of 9 targets on track and focus areas agreed for 2024.
• Effective succession planning progressed with improved pipeline of talent across senior and critical roles.
• Continued embedding of Woodside’s leadership program with over 50% of employees completing foundational programs.
|
Above target | ||
Culture and reputation
Assesses performance culture and emphasis on values; engagement and enablement; improved employee climate; Woodside’s brand as a partner of choice. |
• Active external representation of Woodside and the Australian energy sector, including Chair of Australian Energy Producers.
• Continued proactive community engagement and relationships in place.
• Steady improvement in workforce engagement scores reflecting improved organisational climate.
|
Above target | ||
Shareholder focus
Assesses whether decisions are made with a long-term shareholder return focus; efficient and timely communication to shareholders, market analysts and fund managers; the focus on shareholder return throughout the organisation. |
• Maintained organisational focus on shareholder returns, delivering strong dividends in a weaker commodity price environment.
• Financially well positioned with strong balance sheet, low gearing, high liquidity, and appropriate strategies in place to protect against changes to the price environment.
• Exceeded synergies target following the merger with BHP Petroleum.
|
Above target | ||
EIS earned2 as percentage of target opportunity |
99.0%3 | |||
EIS earned2 as percentage of maximum opportunity |
66.0% |
1. | The progress of the project has been updated to 93% following a 0.2% correction identified subsequent to the period. |
2. | The award of Restricted Shares and Performance Rights is subject to shareholder approval at the 2024 Woodside Annual General Meeting. |
3. | The CEO proposed to the Board her final EIS award be reduced by 5% in light of the fatality at our North Rankin Complex. The Board exercised discretion to reduce the EIS award to 99% of the target opportunity. |
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Graham Tiver - Executive Vice President and Chief Financial Officer | ||||
KPI | Performance | Outcome | ||
Growth agenda
Assesses the alignment of growth opportunities to shareholder return; portfolio balance; the achievement of challenging business objectives. |
• Execution of sell down of a 10% non-operating interest in Scarborough to LNG Japan achieved for accretive value.
• Identified and led the evaluation of several potential acquisition and divestment opportunities.
|
Above target | ||
Effective execution
Assesses the maintenance, operation and profitability of existing assets; project delivery to achieve budget, schedule and stated performance; cost reduction; achievement of health, safety and community expectations. |
• Implemented Sarbanes-Oxley (SOX) program for certification / attestation.
• Delivered improved planning and corporate modelling outcomes.
• Submitted first Securities and Exchange Commission (SEC) Form 20-F in parallel with existing reporting requirements.
• Delivery of merger synergies including sustainably locking into future plans.
|
Above target | ||
Enterprise capability
Assesses leadership development; workforce planning; executive succession; Indigenous participation and diversity; effective risk identification and management. |
• Improved commercial capability with an outward focus, tuned to the market.
• Continued to harmonise risk identification and management across the organisation including learnings and improved focus on controls.
|
On target | ||
Culture and reputation
Assesses performance culture and emphasis on values; engagement and enablement; improved employee climate; Woodside’s brand as a partner of choice. |
• Led the Finance division to deliver across critical enterprise-wide initiatives while protecting enterprise value.
• Largely harmonised Finance processes, achieving better ways of working to become more efficient and effective.
|
On target | ||
Shareholder focus
Assesses whether decisions are made with a long-term shareholder return focus; efficient and timely communication to shareholders, market analysts and fund managers; the focus on shareholder return throughout the organisation. |
• Disciplined balance sheet management; well positioned with high liquidity and appropriate hedging to protect against low price environment.
• A strong balance sheet combined with focused capital allocation has facilitated returns to shareholders at 80% of underlying NPAT.
|
Above target | ||
EIS earned as percentage of target opportunity |
105.5% | |||
EIS earned as percentage of maximum opportunity |
66.0% |
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Shiva McMahon - Executive Vice President International Operations | ||||
KPI | Performance | Outcome | ||
Growth agenda
Assesses the alignment of growth opportunities to shareholder return; portfolio balance; the achievement of challenging business objectives.
|
• Strong collaboration with operator to deliver Mad Dog Phase 2 remediation work and start-up.
• Delivered uplift in Caribbean production and reserves.
|
On target | ||
Effective execution
Assesses the maintenance, operation and profitability of existing assets; project delivery to achieve budget, schedule and stated performance; cost reduction; achievement of health, safety and community expectations. |
• No high consequence injuries in 2023 and continued focus on learning from organisational health and safety events.
• Delivered production higher than target due to asset reliability improvement, production optimisation and minimal weather impacts.
• Safe and on schedule execution of Shenzi turnaround.
|
On target | ||
Enterprise capability
Assesses leadership development; workforce planning; executive succession; Indigenous participation and diversity; effective risk identification and management. |
• Prioritised building process safety capability and competency.
• Managed resourcing to support growth and sustainability priorities such as decarbonisation.
• Led International Operations’ commitment to value capture, innovation, environment and climate outcomes and asset integrity improvement.
|
On target | ||
Culture and reputation
Assesses performance culture and emphasis on values; engagement and enablement; improved employee climate; Woodside’s brand as a partner of choice. |
• Continued improvement in International Operations’ workforce engagement scores.
• Active stakeholder engagement in Gulf of Mexico, Trinidad and Tobago and in Senegal.
• Established Senegal operations organisation and support services in Dakar and Houston in readiness for first oil.
|
Above target | ||
Shareholder focus
Assesses whether decisions are made with a long-term shareholder return focus; efficient and timely communication to shareholders, market analysts and fund managers; the focus on shareholder return throughout the organisation.
|
• Strong delivery against value capture targets with ongoing cost optimisation.
• Delivered asset decarbonisation opportunities ahead of plan.
|
Above target | ||
EIS earned as percentage of target opportunity |
101.0% | |||
EIS earned as percentage of maximum opportunity |
63.1% |
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Liz Westcott - Executive Vice President Australian Operations | ||||
KPI | Performance | Outcome | ||
Growth agenda
Assesses the alignment of growth opportunities to shareholder return; portfolio balance; the achievement of challenging business objectives. |
• Maximised facility utilisation with focus on optimisation and infill opportunities.
• Pluto-KGP Interconnector opportunities maximised and Waitsia processing commenced.
|
Above target | ||
Effective execution
Assesses the maintenance, operation and profitability of existing assets; project delivery to achieve budget, schedule and stated performance; cost reduction; achievement of health, safety and community expectations. |
• Demonstrated leadership in driving focus and improvement on personal and process safety outcomes.
• Maintained high facility reliability.
• Drove disciplined performance on turnarounds achieving improved maintenance efficiency and cost performance.
• Successfully commissioned the Pluto Remote Operating Centre, enabling future integration of Scarborough.
|
On target1 | ||
Enterprise capability
Assesses leadership development; workforce planning; executive succession; Indigenous participation and diversity; effective risk identification and management.
|
• Embedded a simpler, asset-based operating model.
• Refocused on safety fundamentals, and commissioned an external assessment of the operational safety system to guide improvement of safety performance.
|
Above target | ||
Culture and reputation
Assesses performance culture and emphasis on values; engagement and enablement; improved employee climate; Woodside’s brand as a partner of choice. |
• Focussed Australian Operations on building pride and strong engagement on strategy.
• Increased open, transparent communication with workforce.
• Led successful Enterprise Bargaining negotiations on NWS Gas Assets.
|
Above target | ||
Shareholder focus
Assesses whether decisions are made with a long-term shareholder return focus; efficient and timely communication to shareholders, market analysts and fund managers; the focus on shareholder return throughout the organisation.
|
• Optimised KLE program to ensure ongoing reliability of key assets while minimising costs.
• Implemented asset decarbonisation initiatives at Pluto LNG and KGP.
• Managing reduction in NWS operating costs focused on late life asset management
|
On target | ||
EIS earned as percentage of target opportunity |
105.5% | |||
EIS earned as percentage of maximum opportunity |
66.0% |
1. | Ms Westcott commenced with Woodside on 1 June 2023 and has led the refocus on safety fundamentals following the 2 June 2023 fatality at North Rankin Complex. |
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Table 5 – CEO and Senior Executive take home pay table (non-IFRS information)1
The following table provides greater transparency to shareholders of the take home pay received or receivable by the CEO and Senior Executives, in 2022 and 2023. This includes FAR, EIS cash awards earned in respect of performance for the year and the value of shares and rights which vested during the year calculated using the five-day VWAP leading up to but not including the vesting, forfeiture or lapsing date. Termination benefits are not included in the table below; these amounts are disclosed in Table 10. Amounts are shown in the currency in which the remuneration is paid, either AUD or USD, whereas Table 10 is expressed in USD which is Woodside’s functional and presentational currency.
Take home pay differs from statutory remuneration reported in Table 10 that is prepared in accordance with the Corporations Act 2001 (Cth) and Accounting Standards which require share-based payments to be reported as remuneration from the time of grant, even though actual value may ultimately not be realised from these share-based payments.
Name |
Year | Salary, A$ |
EIS cash A$ |
Restricted Shares A$ |
Performance A$ |
Equity A$ |
Total A$ |
Previous years’ A$ |
||||||||||||||||||||||
M O’Neill7 |
2023 | 2,400,000 | 1,530,600 | 534,659 | - | - | 4,465,259 | - | ||||||||||||||||||||||
2022 | 2,316,667 | 1,542,075 | 384,692 | - | - | 4,243,434 | - | |||||||||||||||||||||||
G Tiver8 |
2023 | 1,145,053 | 432,900 | - | - | 1,229,333 | 2,807,286 | - | ||||||||||||||||||||||
2022 | 1,006,419 | 859,124 | - | - | 1,129,782 | 2,995,325 | - | |||||||||||||||||||||||
L Westcott9 |
2023 | 709,771 | 239,538 | - | - | - | 949,309 | - | ||||||||||||||||||||||
2022 | - | - | - | - | - | - | - | |||||||||||||||||||||||
US$ | US$ | US$ | US$ | US$ | US$ | US$ | ||||||||||||||||||||||||
S McMahon10
|
2023 | 731,585 | 186,800 | - | - | 327,039 | 1,245,424 | - | ||||||||||||||||||||||
2022 | 459,638 | 80,875 | - | - | - | 540,513 | - |
1. | This is non-IFRS information that is unaudited. |
2. | Represents the total fixed annual rewards earned in 2023 and 2022 including salaries, fees, allowances and company contributions to superannuation. This reflects pro-rated amounts for the period that Executives were in KMP roles. |
3. | Includes the EIS cash incentive earned in the respective year, which is actually paid in the following year. |
4. | In 2022, cash incentives earned by Ms O’Neill (A$200,000) and Mr Tiver (A$50,000) include a one-off cash bonus payment in relation to their significant contribution towards the merger of Woodside and BHP’s petroleum business. Mr Tiver’s cash incentives include a further cash bonus payment (A$500,000) as a sign-on benefit to compensate for benefits forgone on leaving the BHP Group. |
5. | In 2023, cash incentives earned by Ms O’Neill (A$200,000) include the second tranche of a one-off cash bonus payment in relation to significant contribution towards the merger of Woodside and BHP’s petroleum business. |
6. | The value of Restricted Shares, Performance Rights and Equity Rights is calculated using the five-day VWAP leading up to but not including the vesting or forfeiture or lapsing date. For Ms McMahon the amount was translated to USD based on the exchange rate reflective of the five-day period leading up to but not including the vesting date. |
7. | An increase to target opportunity and change to the structure of the EIS for Ms O’Neill was approved by the Board in 2022. This revised target opportunity and structure applied on a pro-rata basis for the period 1 June 2022 to 31 December 2022 and the 2023 performance year. |
8. | Mr G Tiver commenced with Woodside on 1 February 2022. |
9. | Ms L Westcott commenced with Woodside on 1 June 2023. |
10. | Ms S McMahon commenced with Woodside on 1 June 2022. Ms McMahon was paid in Australian dollars for the period 1 June 2022 to 31 July 2022. Take home pay received has been converted to US dollars using the exchange rate reflective of this period. |
Table 6 – 2023 vestings
Executive | Shares | Vesting value US$1 |
||||||||||
2019 EIS 3-year Restricted Shares vested on 18 February 2023
|
M O’Neill
|
15,025 | 370,026 | |||||||||
2022 Equity Rights sign on benefit vested on 31 August 2023
|
G Tiver
|
32,307 | 791,138 | |||||||||
2022 Equity Rights BHP replacement vested on 31 August 2023
|
S McMahon
|
13,355 | 327,039 |
1. | The value of Restricted Shares and Equity Rights is calculated using the five-day VWAP leading up to but not including the vesting date. Amounts were translated to USD based on the exchange rate reflective of the five-day period leading up to but not including the vesting date. |
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Table 7 – Valuation summary of Executive KMP EIS for 2023 and 2022
Year |
Cash1 US$ |
Restricted Shares 3-year vesting period US$ |
Restricted Shares 4-year vesting period US$ |
Restricted Shares 5-year vesting period US$ |
Performance Rights US$ |
Total EIS US$ |
||||||||||||||||||||||
M O’Neill |
2023 | 2 | 906,280 | 463,891 | 463,891 | 1,391,714 | 937,894 | 4,163,670 | ||||||||||||||||||||
2022 | 3 | 910,591 | 804,166 | 350,853 | 1,539,248 | 1,051,501 | 4,656,359 | |||||||||||||||||||||
G Tiver |
2023 | 2 | 265,631 | 339,914 | - | 373,918 | 251,988 | 1,231,451 | ||||||||||||||||||||
2022 | 3 | 189,809 | 414,767 | - | 452,495 | 309,111 | 1,366,182 | |||||||||||||||||||||
S McMahon |
2023 | 2 | 186,800 | 243,171 | - | 267,484 | 180,261 | 877,716 | ||||||||||||||||||||
2022 | 3 | 80,875 | 177,819 | - | 193,978 | 132,511 | 585,183 | |||||||||||||||||||||
L Westcott4 |
2023 | 2 | 146,983 | 188,091 | - | 206,902 | 139,434 | 681,410 | ||||||||||||||||||||
2022 | - | - | - | - | - | - |
1. | Represents the cash incentive earned in the respective year, which is actually paid in the following year. Amounts were translated to USD using the closing spot rate on 31 December. |
2. | The number of Restricted Shares and Performance Rights allocated for 2023 was calculated by dividing the amount of the Executive’s entitlement allocated to Restricted Shares by the face value of Woodside shares. The USD fair value of Restricted Shares and Performance Rights at their date of grant has been estimated by reference to the closing share price at 31 December 2023 and preliminary modelling respectively. Grant date for Senior Executives’ awards has been determined to be the date of the Board of Directors’ approval, being 27 February 2024 while grant date for Ms O’Neill’s award will, subject to shareholder approval being given, be the date of the 2024 Woodside Annual General meeting. Any differences between the estimated fair value at 31 December 2023 and the final fair value will be trued-up in the 2024 financial year. The fair value is not indicative of the benefit (if any) that an individual Executive may ultimately realise should these equity instruments vest. |
3. | The number of Restricted Shares and Performance Rights allocated for 2022 was calculated post year-end by dividing the amount of the Executive’s entitlement allocated to Restricted Shares and Performance Rights by the face value of Woodside shares. The USD fair value shown above was estimated at 31 December 2022 with reference to the closing share price and preliminary modelling respectively. Grant date for Senior Executives’ awards has been determined to be the date of the Board of Directors’ approval, being 27 February 2023 while grant date for Ms O’Neill’s award is the date of shareholder approval at the 2023 Woodside Annual General Meeting. The final fair value was calculated at these dates and was trued-up in the 2023 financial year. The amount above is not indicative of the benefit (if any) that an individual Executive may ultimately realise should these equity instruments vest. |
4. | Ms L Westcott commenced with Woodside on 1 June 2023. |
Contracts for Executive KMP
Each Executive KMP has a contract of employment. Table 8 below contains a summary of the key contractual provisions of the contracts of employment for the continuing Executive KMP.
Table 8 – Summary of contractual provisions for Executive KMP
Name3 | Employing company | Contract duration | Termination notice period company1,2 |
Termination notice period executive |
||||
M O’Neill
|
Woodside Energy Ltd
|
Unlimited
|
6 months
|
6 months
|
||||
G Tiver
|
Woodside Energy Ltd
|
Unlimited
|
6 months
|
6 months
|
||||
S McMahon
|
Woodside Energy USA Services Inc
|
Unlimited
|
6 months
|
3 months
|
||||
L Westcott
|
Woodside Energy Ltd
|
Unlimited
|
6 months
|
3 months
|
1. | Woodside may choose to terminate the contract immediately by making a payment in lieu of notice equal to the fixed remuneration the Executive KMP would have received during the ‘Company Notice Period’. In the event of termination for serious misconduct or other nominated circumstances, Executive KMP are not entitled to this payment. Any payments made in the event of a termination of an executive contract will be consistent with the Corporations Act 2001 (Cth). |
2. | On termination of employment, Executive KMP will be entitled to the payment of any fixed remuneration calculated up to the termination date, any leave entitlement accrued at the termination date and any payment or award permitted under the EIS and Equity Award Rules. Executive KMP are restrained from certain activities for specified periods after termination of their employment in order to protect Woodside’s interests. |
3. | Remuneration is reviewed annually or as required to maintain alignment with policy and benchmarks. |
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Non-executive directors (NEDs)
Remuneration policy
Woodside’s Remuneration Policy for NEDs aims to attract, retain, motivate and to remunerate fairly and responsibly having regard to:
• | the level of fees paid to NEDs relative to other major Australian listed companies. |
• | the size and complexity of Woodside’s operations. |
• | the responsibilities and work requirements of Board members. |
Fees paid to NEDs are recommended by the Human Resources & Compensation Committee (Committee) based on benchmarking from external remuneration consultants and determined by the Board. In 2023, the Board determined that there would be no increase to the Board or committee fees or any other benefits.
Fees paid to NEDs are subject to an aggregate limit of A$4.675 million per financial year, which was approved by shareholders at the 2023 AGM.
Minimum Shareholding Requirements (MSR) Policy
NEDs are required to have acquired shares for a total purchase price of at least 100% of their pre-tax base annual fee after five years on the Board. The NEDs may utilise the Non-executive Directors’ Share Plan (NEDSP) to acquire the shares on market at market value. As the shares are acquired after tax, the shares in the NEDSP are not subject to any forfeiture conditions.
As at 31 December 2023, all NEDs met the MSR, except Mr Wyatt who joined Woodside in 2021 and Mr Breuillac and Ms Minas who joined Woodside in 2023. Mr Wyatt, Mr Breuillac and Ms Minas are participating in the NEDSP to assist with acquiring shares. See Table 14 for details.
NEDs remuneration structure
NEDs remuneration consists of base Board fees and committee fees, plus statutory superannuation contributions or payments in lieu (currently 11%). Other payments may be made for additional services outside the scope of Board and Committee duties. NEDs do not earn retirement benefits other than superannuation and are not entitled to any form of performance-linked remuneration in order to preserve their independence.
Table 9 shows the 2023 annual base Board and committee fees for NEDs.
In addition to these fees, NEDs are entitled to reimbursement of reasonable travel, accommodation and other expenses incurred attending meetings of the Board, committees or shareholders, or while engaged on Woodside business. NEDs are not entitled to compensation on termination of their directorships.
An allowance is paid to any NED required to travel internationally to attend Board commitments, compensating for factors related to long-haul travel. Where travel is between six and ten hours, an allowance of A$5,000 gross per trip is paid. Where travel exceeds 10 hours, an allowance of A$10,000 gross per trip is paid.
Board fees are not paid to the CEO, as the time spent on Board work and the responsibilities of Board membership are considered in determining the remuneration package provided as part of the normal employment conditions.
The total remuneration paid to, or in respect of, each NED in 2023 is set out in Table 13.
Table 9 – Annual base Board and committee fees for NEDs1
Position | Board2 A$ |
Audit & Risk Committee A$ |
Human Resources & Compensation Committee A$ |
Sustainability Committee A$ |
Nominations & Governance Committee A$ |
|||||||||||||||
Chair of the Board3 |
759,465 | - | - | - | - | |||||||||||||||
Non-executive directors4 |
230,137 | - | - | - | - | |||||||||||||||
Committee chair |
- | 62,328 | 54,600 | 49,770 | Nil | |||||||||||||||
Committee member |
- | 33,562 | 27,825 | 24,885 | Nil |
1. | Fees in this table reflect 2023 annual base Board and committee fees for NEDs. |
2. | NEDs receive Board and committee fees plus statutory superannuation (or payments in lieu where statutory superannuation is not required to be paid). |
3. | Inclusive of committee work. |
4. | Board fees paid to NEDs other than the Chair. |
99
Human Resources & Compensation Committee
The Committee assists the Board to determine appropriate remuneration policies and structures for NEDs and Executives. Further information on the role of the Committee is described in the Corporate Governance section of the Annual Report.
Loans and transactions
No loans or transactions (other than as described in this report) have been made, guaranteed or secured, directly or indirectly, by Woodside or any of its subsidiaries at any time throughout the year, to any KMP including to a KMP related party.
Use of remuneration consultants
From time-to-time, the Committee directly engages independent external advisers to provide input to the process of reviewing the remuneration for NEDs and Executives. The Committee may receive executive remuneration advice directly from external independent remuneration consultants for Executive KMP.
Under communications and engagement protocols adopted by the Company, market data reports are provided directly to the Committee Chair, and a consultant provides a statement to the Committee that reports have been prepared free of undue influence from Executive KMP. This process ensures the Committee has full oversight of the review process and therefore it, and the Board, can be satisfied that the work undertaken by external independent remuneration consultants is free from undue influence by Executive KMP.
In 2023, KPMG was engaged to provide remuneration recommendations related to remuneration packages of Senior Executives, as defined by the Corporations Act 2001. KPMG was engaged in accordance with the Corporations Act and advice was provided directly to the Human Resources & Compensation Committee through the Committee Chair. Remuneration recommendations were provided to the Board as an input into decision-making only, and the Board considered the recommendations, along with other factors, when making remuneration decisions.
Both KPMG and the Board are satisfied that the remuneration recommendations were made free from undue influence from the Executive KMP to whom the remuneration recommendations applied. The Board was satisfied that the remuneration recommendations provided were free from undue influence because of the communications and engagement protocols adopted by the Company, and because the Senior Executives whose remuneration was the subject of the recommendation were not involved in any aspect of the engagement of KPMG to provide such advice or the process of Woodside receiving the advice.
KPMG was paid A$15,000 in relation to remuneration recommendations related to remuneration packages of Senior Executives. KPMG was paid US$6,319,793 for other services not related to remuneration recommendations.
External benchmarking was obtained from external independent remuneration consultants KPMG and Meridian in support of the 2023 review of CEO and Senior Executive remuneration and from KPMG in support of the 2023 NED fee review. No remuneration recommendations were received for the CEO or NEDs during 2023.
REPORTING NOTES
Reporting in United States dollars
In this report, the remuneration and benefits reported have been presented in US dollars, unless otherwise stated. This is consistent with the functional and presentation currency of the Company.
Compensation for Australian-based employees and Australian-based KMP is paid in Australian dollars and, for reporting purposes, converted to US dollars based on the exchange rate reflective of the service period. Compensation for US-based employees and US-based KMP is paid in US dollars. Valuation of equity awards is converted at the spot rate applying when the equity award is granted.
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Statutory tables
Table 10 – Compensation of CEO and Senior Executives for the year ended 31 December 2023 and 2022
FAR | VAR and other incentives | |||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term | Post-employment | Short-term | Long-term | |||||||||||||||||||||||||||||||||||||||||||||||||
Salaries, fees and allowances |
Non- monetary benefits1 |
Superannuation / Pension Contributions |
Cash2,3,4 | Equity Rights5 |
Restricted Shares5 |
Performance Rights5 |
Long Service Leave |
Termination benefits |
Total Remuneration6 |
Performance related7 |
||||||||||||||||||||||||||||||||||||||||||
$ | $ | $ | $ | $ | $ | $ | $ | $ | $ | A$ | % | |||||||||||||||||||||||||||||||||||||||||
M O’Neill8 |
2023 | 1,672,740 | 47,576 | - | 958,405 | - | 1,521,538 | 537,298 | 177,194 | - | 4,914,751 | 7,373,431 | 61 | |||||||||||||||||||||||||||||||||||||||
Chief Executive Officer and Managing Director | 2022 | 1,696,133 | 35,829 | - | 1,127,634 | - | 1,344,879 | 415,137 | 41,244 | - | 4,660,856 | 6,753,540 | 62 | |||||||||||||||||||||||||||||||||||||||
G Tiver9 |
2023 | 721,973 | 9,169 | 23,486 | 294,851 | 599,593 | 311,868 | 90,077 | 25,681 | - | 2,076,698 | 3,116,921 | 62 | |||||||||||||||||||||||||||||||||||||||
Executive Vice President and Chief Financial Officer |
2022 | 717,042 | 24,725 | 28,453 | 599,364 | 1,284,700 | 160,013 | 46,231 | 10,197 | - | 2,870,725 | 4,144,816 | 73 | |||||||||||||||||||||||||||||||||||||||
S McMahon10 |
2023 | 634,567 | 60,110 | 143,997 | 186,800 | 335,940 | 180,375 | 51,649 | - | - | 1,593,438 | 2,392,942 | 47 | |||||||||||||||||||||||||||||||||||||||
Executive Vice President International Operations |
2022 | 361,471 | 57,012 | 96,084 | 80,875 | 221,627 | 47,143 | 13,399 | - | - | 877,611 | 1,300,287 | 41 | |||||||||||||||||||||||||||||||||||||||
L Westcott11 |
2023 | 443,247 | 53,174 | 48,373 | 163,151 | - | 50,518 | 14,216 | 10,687 | - | 783,366 | 1,186,020 | 29 | |||||||||||||||||||||||||||||||||||||||
Executive Vice President Australian Operations |
2022 | - | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||
S Gregory12 |
2023 | - | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||
2022 | 244,076 | 3,876 | 8,410 | 130,448 | - | 250,799 | 78,947 | 20,614 | - | 737,170 | 1,030,862 | 62 | ||||||||||||||||||||||||||||||||||||||||
F Hick13 |
2023 | - | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||
2022 | 542,533 | 9,651 | 19,471 | 41,294 | - | (527,204) | (221,628) | 26,595 | 152,531 | 43,243 | 69,494 | - | ||||||||||||||||||||||||||||||||||||||||
S Duhe14 |
2023 | - | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||
2022 | 57,495 | 882 | 2,668 | - | - | - | - | (94,350) | - | (33,305) | (46,436) | - | ||||||||||||||||||||||||||||||||||||||||
Executive KMP Total |
2023 | 3,472,527 | 170,029 | 215,856 | 1,603,207 | 935,533 | 2,064,299 | 693,240 | 213,562 | - | 9,368,253 | 14,069,314 | 57 | |||||||||||||||||||||||||||||||||||||||
2022 | 3,618,750 | 131,975 | 155,086 | 1,979,615 | 1,506,327 | 1,275,630 | 332,086 | 4,300 | 152,531 | 9,156,300 | 13,252,563 | 56 |
1. | Reflects the value of allowances and non-monetary benefits (including relocation, travel, health insurance, car parking and any associated fringe benefit tax). |
2. | The amount includes the EIS cash incentive earned in the respective year, which is actually paid in the following year. Amounts were translated to USD using the closing spot rate on 31 December. |
3. | Cash incentives earned by Ms O’Neill include an accrual (US$52,125) for the second tranche of a one-off cash bonus payment (US$130,817) paid during the year in relation to significant contribution towards the merger of Woodside and BHP’s petroleum business. |
4. | In 2022, cash incentives earned, by Mr Tiver (US$33,677), Mr Gregory (US$61,941) and Ms Hick (US$41,294) include a one-off cash bonus payment in relation to their significant contribution towards the merger of Woodside BHP’s petroleum business. Mr Tiver’s cash incentives include a further cash bonus payment (US$355,948) as a sign-on benefit to compensate for benefits forgone on leaving the BHP Group. |
5. | In accordance with the requirements of AASB 2 Share-based Payment, the fair value of equity instruments as at their date of grant has been determined with reference to the closing share price at grant date, or by applying the Black-Scholes option pricing technique or applying the binomial valuation method combined with a Monte Carlo simulation. The fair value of equity instruments is amortised over the vesting period from the commencement of the service period, such that ‘total remuneration’ includes a portion of the fair value of unvested equity compensation during the year. The portion of the expense relating to the 2023 EIS has been measured using estimated fair values as disclosed in footnote 2 in Table 7. The amount included as remuneration is not indicative of the benefit (if any) that individual Executives may ultimately realise should these equity instruments vest. |
6. | The total remuneration in AUD is converted from USD using the exchange rate reflective of the service period. This non-IFRS unaudited information is included for the purposes of showing the total annual cost of benefits to the company in Australian dollars for the service period. |
7. | Performance related outcome percentage is calculated as total variable annual reward divided by the USD total remuneration figure. |
8. | Ms M O’Neill elected to receive a cash payment in lieu of all superannuation contributions in accordance with the Superannuation Guarantee (Administration) Act 1992, on the basis of being a Senior Foreign Executive. The cash payment is subject to (PAYG) income tax and paid as part of Ms O’Neill’s normal monthly salary. The amount is included in salaries, fees and allowances. |
9. | Mr G Tiver commenced employment with Woodside on 1 February 2022. |
10. | Ms S McMahon commenced employment with Woodside on 1 June 2022. |
11. | Ms L Westcott commenced employment with Woodside on 1 June 2023. |
12. | Mr S Gregory ceased being an Executive KMP on 31 May 2022. |
13. | Ms F Hick ceased being an Executive KMP on 28 November 2022. Ms Hick’s termination benefit of US$152,531 includes salaries, fees and allowances received for the period of 29 November 2022 to 24 February 2023 while on gardening leave. |
14. | Ms S Duhe ceased being an Executive KMP on 4 February 2022. |
101
Table 11 – Peer group of international oil and gas companies
APA Corporation (previously Apache Corporation) | ENI S.p.A | Marathon Oil Company | ||
Canadian Natural Resources | EOG Resources | Occidental Petroleum | ||
ConocoPhillips | Equinor ASA | Santos Ltd | ||
Coterra Energy | Hess Corporation | |||
Devon Energy | Inpex Corporation |
Table 12 – Summary of CEO and Senior Executive KMP allocated, vested or lapsed equity
Name | Type of equity1 | Grant date | Vesting date2,3 | Awarded but not vested |
Vested in 2023 |
% of total vested |
Lapsed in 2023 |
Fair value of equity4,5,6 |
Unamortised value $7 |
|||||||||||||||||||||
M O’Neill8 |
Restricted Shares | 13 February 2019 | 19 February 2024 | 15,379 | - | - | - | 24.71 | 8,958 | |||||||||||||||||||||
Restricted Shares | 12 February 2020 | 18 February 2023 | - | 15,025 | 100 | - | 22.76 | - | ||||||||||||||||||||||
Restricted Shares | 12 February 2020 | 18 February 2025 | 16,391 | - | - | - | 22.76 | 69,085 | ||||||||||||||||||||||
Restricted Shares | 17 February 2021 | 24 February 2024 | 17,697 | - | - | - | 20.18 | 12,956 | ||||||||||||||||||||||
Restricted Shares | 17 February 2021 | 24 February 2026 | 17,697 | - | - | - | 20.18 | 124,922 | ||||||||||||||||||||||
Restricted Shares | 19 May 2022 | 19 May 2025 | 46,861 | - | - | - | 20.91 | 309,269 | ||||||||||||||||||||||
Restricted Shares | 19 May 2022 | 19 May 2027 | 51,122 | - | - | - | 20.91 | 566,595 | ||||||||||||||||||||||
Restricted Shares | 28 April 2023 | 28 April 2026 | 33,143 | - | - | - | 22.28 | 400,632 | ||||||||||||||||||||||
Restricted Shares | 28 April 2023 | 28 April 2027 | 14,591 | - | - | - | 22.28 | 203,012 | ||||||||||||||||||||||
Restricted Shares | 28 April 2023 | 28 April 2028 | 64,013 | - | - | - | 22.28 | 975,503 | ||||||||||||||||||||||
Restricted Shares | 24 April 2024 | February 2027 | 21,923 | - | - | - | 21.16 | 352,423 | ||||||||||||||||||||||
Restricted Shares | 24 April 2024 | February 2028 | 21,923 | - | - | - | 21.16 | 374,018 | ||||||||||||||||||||||
Restricted Shares | 24 April 2024 | February 2029 | 65,771 | - | - | - | 21.16 | 1,165,947 | ||||||||||||||||||||||
Performance Rights | 13 February 2019 | 19 February 2024 | 15,379 | - | - | - | 16.87 | 6,116 | ||||||||||||||||||||||
Performance Rights | 12 February 2020 | 18 February 2025 | 16,391 | - | - | - | 15.81 | 47,989 | ||||||||||||||||||||||
Performance Rights | 17 February 2021 | 24 February 2026 | 23,596 | - | - | - | 14.44 | 119,186 | ||||||||||||||||||||||
Performance Rights | 19 May 2022 | 19 May 2027 | 51,122 | - | - | - | 13.40 | 363,098 | ||||||||||||||||||||||
Performance Rights | 28 April 2023 | 28 April 2028 | 64,013 | - | - | - | 14.92 | 653,254 | ||||||||||||||||||||||
Performance Rights | 24 April 2024 | February 2029 | 65,771 | - | - | - | 14.26 | 785,747 | ||||||||||||||||||||||
G Tiver |
Equity Rights | 18 February 2022 | 31 August 2023 | - | 32,307 | 100 | - | 18.42 | - | |||||||||||||||||||||
Equity Rights | 18 February 2022 | 31 August 2024 | 32,307 | - | - | - | 17.60 | 147,125 | ||||||||||||||||||||||
Equity Rights | 18 February 2022 | 31 August 2025 | 27,460 | - | - | - | 16.82 | 215,048 | ||||||||||||||||||||||
Restricted Shares | 27 February 2023 | 7 March 2026 | 17,249 | - | - | - | 23.63 | 217,147 | ||||||||||||||||||||||
Restricted Shares | 27 February 2023 | 7 March 2028 | 18,818 | - | - | - | 23.63 | 305,099 | ||||||||||||||||||||||
Restricted Shares | 27 February 2024 | February 2027 | 16,064 | - | - | - | 21.16 | 258,460 | ||||||||||||||||||||||
Restricted Shares | 27 February 2024 | February 2029 | 17,671 | - | - | - | 21.16 | 313,427 | ||||||||||||||||||||||
Performance Rights | 27 February 2023 | 7 March 2028 | 18,818 | - | - | - | 16.18 | 208,908 | ||||||||||||||||||||||
Performance Rights | 27 February 2024 | February 2029 | 17,671 | - | - | - | 14.26 | 211,222 | ||||||||||||||||||||||
S McMahon |
Equity Rights | 1 June 2022 | 31 August 2023 | - | 13,355 | 100 | - | 20.50 | - | |||||||||||||||||||||
Equity Rights | 1 June 2022 | 31 August 2024 | 14,118 | - | - | - | 19.59 | 81,997 | ||||||||||||||||||||||
Equity Rights | 1 September 2022 | 31 August 2025 | 11,061 | - | - | - | 18.38 | 112,966 | ||||||||||||||||||||||
Restricted Shares | 27 February 2023 | 7 March 2026 | 7,395 | - | - | - | 23.63 | 101,214 | ||||||||||||||||||||||
Restricted Shares | 27 February 2023 | 7 March 2028 | 8,067 | - | - | - | 23.63 | 138,240 | ||||||||||||||||||||||
Restricted Shares | 27 February 2024 | February 2027 | 11,492 | - | - | - | 21.16 | 184,899 | ||||||||||||||||||||||
Restricted Shares | 27 February 2024 | February 2029 | 12,641 | - | - | - | 21.16 | 224,111 | ||||||||||||||||||||||
Performance Rights | 27 February 2023 | 7 March 2028 | 8,067 | - | - | - | 16.18 | 94,656 | ||||||||||||||||||||||
Performance Rights | 27 February 2024 | February 2029 | 12,641 | - | - | - | 14.26 | 151,098 | ||||||||||||||||||||||
L Westcott |
Restricted Shares | 27 February 2024 | February 2027 | 8,889 | - | - | - | 21.16 | 158,805 | |||||||||||||||||||||
Restricted Shares | 27 February 2024 | February 2029 | 9,778 | - | - | - | 21.16 | 185,907 | ||||||||||||||||||||||
Performance Rights | 27 February 2024 | February 2029 | 9,778 | - | - | - | 14.26 | 125,285 |
1. | For valuation purposes all Performance Rights and Equity Rights are treated as if they will be equity settled. Each Performance Right and Equity Right is a right to receive a fully paid ordinary share in Woodside (or, at the Board’s discretion, as cash equivalent). No amount is payable by the Executive on the grant or vesting of a Performance Right or Equity Right. |
2. | Vesting date and exercise date are the same. Vesting is subject to satisfaction of vesting conditions. Full details of the vesting conditions for all prior year equity grants to Executive KMP are included in the remuneration report for the relevant year. |
3. | Vesting of Restricted Shares and Performance Rights granted in 2024 will occur following the release of full-year results in the relevant vesting year. Where the vesting date is not yet known the estimated vesting month is shown. |
4. | In accordance with the requirements of AASB 2 Share-based Payment, the fair value of Performance Rights and Equity Rights as at their date of grant has been determined by applying the BlackScholes option pricing technique or binomial valuation method combined with a Monte Carlo simulation. The amount included as remuneration is not indicative of the benefit (if any) that individual Executives may ultimately realise should these equity instruments vest. |
5. | The fair value of Restricted Shares as at their date of grant has been determined by reference to the share price at acquisition. The fair value is not indicative of the benefit (if any) that individual Executive KMP may ultimately realise should these equity instruments. |
6. | Fair values for the 2023 EIS with grant date being 27 February 2024 and expected to be 24 April 2024 have been estimated as disclosed in footnote 2 of Table 7. Fair values for the 2022 EIS with grant dates of 27 February 2023 and 28 April 2023 have been trued-up as disclosed in footnote 3 of Table 7. |
7. | The maximum value of the equity instruments awarded for future financial years has been determined as the fair value amount at grant date multiplied by the number of equity instruments awarded, less what has been amortised to date. The minimum total value of the equity instruments awarded for future financial years is nil if relevant vesting conditions are not satisfied. |
8. | Ms M O’Neill was granted Performance Rights and Restricted Shares on 28 April 2023 as approved by shareholders at the 2023 Woodside Annual General Meeting under Listing Rule 10.14. The grant of the Performance Rights and Restricted Shares components of Ms O’Neill’s 2023 EIS award is subject to shareholder approval at the 2024 Woodside Annual General Meeting. The grant date for Performance Rights and Restricted Shares is the date of shareholder approval. |
102
Table 13 – Total remuneration paid to NEDs in 2023 and 2022
The following table provides a detailed breakdown of the components of remuneration for each of the company’s NEDs.
Short-term | Post-employment | |||||||||||||||||||||
Cash salary and allowances | Pension/Superannuation | |||||||||||||||||||||
Non-executive director | Board and Committee fees $ |
Other fees and allowances $ |
Company contributions to superannuation $ |
Total $ |
Total A$8 |
|||||||||||||||||
R Goyder |
2023 |
504,188 | 36,710 | 17,490 | 558,388 | 841,108 | ||||||||||||||||
2022 |
501,606 | 41,407 | 16,942 | 559,955 | 807,438 | |||||||||||||||||
L Archibald2 |
2023 |
191,583 | 33,873 | - | 225,456 | 339,607 | ||||||||||||||||
20221 |
190,602 | 55,150 | - | 245,752 | 353,013 | |||||||||||||||||
F Cooper |
2023 |
212,632 | 6,639 | 22,858 | 242,129 | 364,721 | ||||||||||||||||
20221 |
211,543 | 14,809 | 21,683 | 248,035 | 356,304 | |||||||||||||||||
S C Goh2 |
2023 |
187,774 | 27,106 | - | 214,880 | 323,677 | ||||||||||||||||
2022 |
186,813 | 27,768 | - | 214,581 | 309,419 | |||||||||||||||||
I Macfarlane3 |
2023 |
187,774 | 26,824 | - | 214,598 | 323,253 | ||||||||||||||||
2022 |
186,813 | 28,807 | - | 215,620 | 310,917 | |||||||||||||||||
A Pickard2 |
2023 |
204,295 | 35,239 | - | 239,534 | 360,813 | ||||||||||||||||
2022 |
203,248 | 34,703 | - | 237,951 | 343,119 | |||||||||||||||||
G Tilbrook |
2023 |
210,092 | 6,639 | 22,582 | 239,313 | 360,480 | ||||||||||||||||
2022 |
210,228 | 6,935 | 21,548 | 238,711 | 344,214 | |||||||||||||||||
B Wyatt |
2023 |
188,169 | 13,277 | 20,229 | 221,675 | 333,912 | ||||||||||||||||
20221 |
186,813 | 14,809 | 22,885 | 224,507 | 322,377 | |||||||||||||||||
A Breuillac2,4 |
2023 |
153,106 | 36,298 | - | 189,404 | 287,704 | ||||||||||||||||
2022 |
- | - | - | - | - | |||||||||||||||||
A Minas2,5 |
2023 |
127,853 | 20,465 | - | 148,318 | 225,936 | ||||||||||||||||
2022 |
- | - | - | - | - | |||||||||||||||||
C Haynes2,6 |
2023 |
65,411 | 20,467 | - | 85,878 | 126,295 | ||||||||||||||||
2022 |
190,602 | 47,276 | - | 237,878 | 343,013 | |||||||||||||||||
S Ryan7 |
2023 |
65,411 | - | 6,868 | 72,279 | 106,295 | ||||||||||||||||
2022 |
190,602 | 6,935 | 19,536 | 217,073 | 313,013 | |||||||||||||||||
NEDs total |
2023 |
2,298,288 | 263,537 | 90,027 | 2,651,852 | 3,993,801 | ||||||||||||||||
2022 |
2,258,870 | 278,599 | 102,594 | 2,640,063 | 3,802,827 |
1. | A proportion of 2022 other fees and allowances includes an additional payment of A$20,000 each for services outside the scope of Board and committee duties, in connection with the merger with BHP’s petroleum business. |
2. | As non-residents for Australian tax purposes Mr L Archibald, Ms S C Goh, Ms A Pickard, Mr A Breuillac, Ms A Minas and Dr C Haynes have elected to receive a cash payment in lieu of all superannuation contributions, in accordance with the Superannuation Guarantee (Administration) Act 1992. The cash payment is subject to (PAYG) income tax and paid as part of their normal monthly fees. The amount is included in Other fees and allowances. |
3. | Mr I Macfarlane has elected to receive a cash payment in lieu of all superannuation contributions in accordance with the Superannuation Guarantee (Administration) Act 1992, on the basis that he works with multiple employers. The cash payment is subject to (PAYG) income tax and paid as part of his normal monthly fees. The amount is included in Other fees and allowances. |
4. | Mr A Breuillac was appointed as a non-executive director on 8 March 2023. |
5. | Ms A Minas was appointed as a non-executive director on 28 April 2023. |
6. | Dr C Haynes ceased being a non-executive director on 28 April 2023. |
7. | Dr S Ryan ceased being a non-executive director on 28 April 2023. |
8. | This non-IFRS information is included for the purposes of showing the total annual cost of benefits to the company in Australian dollars for the service period. |
103
Table 14 – KMP share and equity holdings
Details of shares held by KMP including their personally related entities1 for the 2023 financial year are as follows:
Name | Type of Equity | |
Opening holding at 1 January 20232 |
|
NEDSP3 | |
Rights granted |
|
Rights vested | |
Restricted shares granted |
|
|
Restricted shares vested |
|
|
Net changes - Other |
|
|
Closing holding at 31 December 20234,5 |
|
|||||||||||||
Non-executive directors |
|
|||||||||||||||||||||||||||||||||
R Goyder |
Shares | 26,163 | - | - | - | - | - | - | 26,163 | |||||||||||||||||||||||||
L Archibald |
Shares | 13,524 | - | - | - | - | - | - | 13,524 | |||||||||||||||||||||||||
F Cooper |
Shares | 14,895 | 1,247 | - | - | - | - | - | 16,142 | |||||||||||||||||||||||||
S C Goh |
Shares | 13,949 | 1,004 | - | - | - | - | - | 14,953 | |||||||||||||||||||||||||
I MacFarlane |
Shares | 10,891 | 485 | - | - | - | - | - | 11,376 | |||||||||||||||||||||||||
A Pickard |
Shares | 15,870 | - | - | - | - | - | - | 15,870 | |||||||||||||||||||||||||
G Tilbrook |
Shares | 9,947 | - | - | - | - | - | - | 9,947 | |||||||||||||||||||||||||
B Wyatt |
Shares | 1,639 | 1,415 | - | - | - | - | - | 3,054 | |||||||||||||||||||||||||
A Breuillac6 |
Shares | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||
A Minas7 |
Shares | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||
C Haynes |
Shares | 16,009 | 615 | - | - | - | - | (16,624) | - | |||||||||||||||||||||||||
S Ryan |
Shares | 13,168 | 549 | - | - | - | - | (13,717) | - | |||||||||||||||||||||||||
Executive KMP |
|
|||||||||||||||||||||||||||||||||
M O’Neill |
Equity Rights | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||
Performance Rights | 106,488 | - | 64,013 | - | - | - | - | 170,501 | ||||||||||||||||||||||||||
Restricted Shares | 180,172 | - | - | - | 111,747 | (15,025) | - | 276,894 | ||||||||||||||||||||||||||
Shares | 147,463 | - | - | - | - | 15,025 | (6,761) | 155,727 | ||||||||||||||||||||||||||
G Tiver |
Equity Rights | 92,074 | - | - | (32,307) | - | - | - | 59,767 | |||||||||||||||||||||||||
Performance Rights | - | - | 18,818 | - | - | - | - | 18,818 | ||||||||||||||||||||||||||
Restricted Shares | - | - | - | - | 36,067 | - | - | 36,067 | ||||||||||||||||||||||||||
Shares | 27,076 | - | - | 32,307 | - | - | (14,538) | 44,845 | ||||||||||||||||||||||||||
S McMahon |
Equity Rights | 38,534 | - | - | (13,355) | - | - | - | 25,179 | |||||||||||||||||||||||||
Performance Rights | - | - | 8,067 | - | - | - | - | 8,067 | ||||||||||||||||||||||||||
Restricted Shares | - | - | - | - | 15,462 | - | - | 15,462 | ||||||||||||||||||||||||||
Shares | 1,212 | - | - | 13,355 | - | - | (3,368) | 11,199 | ||||||||||||||||||||||||||
L Westcott8 |
Equity Rights | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||
Performance Rights | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||
Restricted Shares | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||
Shares | - | - | - | - | - | - | - | - |
1. | Includes personally related entities such as a KMP’s spouse, dependants or entities over which they have direct control or significant influence. |
2. | Opening holding represents amounts carried forward in respect of KMP. |
3. | Related to participation in the Non-executive Directors’ Share Plan (NEDSP). |
4. | Closing Shares and Restricted Shares holdings represents Shares and Restricted Shares held by the NEDs and KMP at 31 December 2023. The total Shares and Restricted Shares held by the NEDs and KMP is 651,223 which constitutes less than 1% of all outstanding shares. None of these shares have different voting rights. |
5. | Closing rights holdings represents unvested options and rights held at the end of the reporting period. There are no options or rights vested but unexercised as at 31 December 2023. |
6. | Mr A Breuillac was appointed as a NED on 8 March 2023. Mr Breuillac is participating in the NEDSP and will acquire shares under this plan going forward. |
7. | Ms A Minas was appointed as a NED on 28 April 2023. Ms Minas is participating in the NEDSP and will acquire shares under this plan going forward. |
8. | Ms L Westcott commenced employment with Woodside on 1 June 2023. |
104
4.3.3 Glossary
Key terms used in the Remuneration Report
Term | Meaning | |
Committee | The Human Resources & Compensation Committee |
|
Corporate Scorecard | A corporate scorecard of key measures that aligns with Woodside’s overall business performance |
|
EIS | The Executive Incentive Scheme |
|
Equity Award Rules | The rules which govern offers of incentive securities to eligible employees |
|
ER or Equity Right | Equity Right. ERs are awarded under the WEP and SWEP and each one entitles participants to receive a fully paid share in Woodside on the vesting date (or a cash equivalent in the case of international assignees). No amount is payable by the participants on the grant or vesting of an ER |
|
Executive | A senior employee whom the Board has determined to be eligible to participate in the EIS |
|
Executive Director | Meg O’Neill |
|
Executive KMP | The Executive Director and Senior Executives listed in Table 1A |
|
FAR | Fixed Annual Reward |
|
KMP | Key management personnel |
|
KPI | Key performance indicator |
|
MSR | Minimum shareholding requirements |
|
NED | Non-executive director |
|
NEDSP | The Non-executive Directors’ Share Plan |
|
Operating Expenditure | Operating and general, administrative and other expenses incurred in generating revenue from the sale of hydrocarbons from Woodside’s operating assets |
|
Performance Rights | Each Performance Right is a right to receive a fully paid ordinary share in Woodside (or, at the Board’s discretion, as cash equivalent). No amount is payable by the Executive on the grant or vesting of a Performance Right |
|
Restricted Shares | Woodside ordinary shares that are awarded to Executives as the deferred component of their STA or as a part of their VAR under the EIS. No amount is payable by the Executive on the grant or vesting of a Restricted Share |
|
Rights | ERs and Performance Rights |
|
RTSR | Relative total shareholder return |
|
Senior Executive | A Senior Executive listed as KMP in Table 1A, excluding the Executive Director |
|
SWEP | The Supplementary Woodside Equity Plan |
|
TTR | Total Target Remuneration |
|
VAR | Variable Annual Reward |
105
F-3 |
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F-3 |
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F-4 |
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F-5 |
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F-6 |
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F-7 |
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F-8 |
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F-8 |
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F-9 |
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F-13 |
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F-14 |
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F-19 |
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F-19 |
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F-19 |
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F-20 |
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F-23 |
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F-24 |
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F-26 |
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F-28 |
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F-29 |
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F-35 |
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F-37 |
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F-37 |
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F-38 |
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F-40 |
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F-41 |
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F-42 |
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F-44 |
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F-45 |
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F-46 |
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F-47 |
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F-47 |
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F-48 |
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F-48 |
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F-49 |
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F-51 |
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F-55 |
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F-58 |
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F-59 |
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F-59 |
||||||
F-61 |
||||||
F-61 |
||||||
F-61 |
||||||
F-61 |
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F-63 |
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F-63 |
||||||
F-67 |
||||||
F-68 |
||||||
F-69 |
||||||
F-72 |
· |
In April 2023, Mad Dog Phase 2 in the US Gulf of Mexico achieved first production at the Argos platform. During the year ended 31 December 2023, Mad Dog Phase 2 produced 3.1 MMboe of hydrocarbons. |
· |
In April 2023, conditions precedent were achieved in the long-term gas sale and purchase contract (GSPA) with Perdaman. The contract price contains an embedded derivative linked to the price of urea, which is recognised as a net liability of $35 million at 31 December 2023 (refer to Note D.6). |
· |
On 20 June 2023, the Group made a final investment decision (FID) to develop the Trion resource in Mexico. Related exploration and evaluation assets were transferred to oil and gas properties (refer to Notes B.2 and B.3). Upon FID, the Group recognised a deferred tax asset (DTA) of $319 million (refer to Note A.5). |
· |
On 8 August 2023, the Group and LJ Scarborough Pty Ltd (LNG Japan) entered into a Sale and Purchase Agreement for LNG Japan to acquire a 10% non-operating participating interest in the Scarborough Joint Venture. The transaction is expected to complete in the first quarter of 2024. As a result, $823 million of assets have been reclassified as assets held for sale and $94 million of liabilities have been reclassified to liabilities directly associated to assets held for sale (refer to Note B.8). A reduction in the deferred tax liability due to the change to a held for sale basis resulted in a tax benefit of $78 million being recognised for the year ended 31 December 2023. |
· |
During the year ended 31 December 2023, the Group reduced the Pluto petroleum resource rent tax (PRRT) DTA by $637 million ($446 million post-tax) on the basis of future taxable profits not being available to utilise the deductible expenditure. This is primarily driven by decreases in forecast pricing assumptions and actual pricing realised during the year ended 31 December 2023 (refer to Note A.5). |
· |
The Group recognised pre-tax impairments of $1,917 million for the Shenzi, Wheatstone and Pyrenees cash-generating units (refer to Note B.4). |
· |
In 2023, the Group completed the purchase price accounting for the BHPP merger (refer to Note B.5). |
Notes |
2023 US$m |
2022 US$m |
2021 US$m |
|||||||||||
|
||||||||||||||
Operating revenue |
A.1 |
13,994 |
16,817 |
6,962 |
||||||||||
Cost of sales |
A.1 |
(7,519) |
(6,540) |
(3,845) |
||||||||||
|
||||||||||||||
Gross profit |
6,475 |
10,277 |
3,117 |
|||||||||||
Other income |
A.1 |
322 |
735 |
139 |
||||||||||
Other expenses |
A.1 |
(1,573) |
(2,726) |
(811) |
||||||||||
Impairment losses |
A.1 |
(1,917) |
- |
(10) |
||||||||||
Impairment reversals |
A.1 |
- |
900 |
1,058 |
||||||||||
|
||||||||||||||
Profit before tax and net finance costs |
3,307 |
9,186 |
3,493 |
|||||||||||
Finance income |
273 |
155 |
27 |
|||||||||||
Finance costs |
A.2 |
(307) |
(167) |
(230) |
||||||||||
|
||||||||||||||
Profit before tax |
3,273 |
9,174 |
3,290 |
|||||||||||
Petroleum resource rent tax (PRRT) (expense)/benefit |
A.5 |
(898) |
313 |
(297) |
||||||||||
Income tax expense |
A.5 |
(653) |
(2,912) |
(957) |
||||||||||
|
||||||||||||||
Profit after tax |
1,722 |
6,575 |
2,036 |
|||||||||||
|
||||||||||||||
Profit attributable to: |
||||||||||||||
Equity holders of the parent |
1,660 |
6,498 |
1,983 |
|||||||||||
Non-controlling interest |
E.8 |
62 |
77 |
53 |
||||||||||
|
||||||||||||||
Profit for the period |
1,722 |
6,575 |
2,036 |
|||||||||||
|
||||||||||||||
Basic earnings per share attributable to equity holders of the parent (US cents) |
A.4 |
87.5 |
430.0 |
206.0 |
||||||||||
|
||||||||||||||
Diluted earnings per share attributable to equity holders of the parent (US cents) |
A.4 |
86.9 |
426.3 |
204.1 |
||||||||||
|
2023 US$m |
2022 US$m |
2021 US$m |
||||||||||
|
||||||||||||
Profit for the period |
1,722 |
6,575 |
2,036 |
|||||||||
|
||||||||||||
Other comprehensive income/(loss) |
||||||||||||
|
||||||||||||
Items that may be reclassified to the income statement in subsequent periods: |
||||||||||||
Gains/(losses) on cash flow hedges |
459 |
(1,097) |
(390) |
|||||||||
Losses on cash flow hedges reclassified to the income statement |
299 |
847 |
66 |
|||||||||
Tax recognised within other comprehensive income |
(84) |
64 |
(5) |
|||||||||
Exchange fluctuations on translation of foreign operations taken to equity |
(1) |
3 |
- |
|||||||||
Items that will not be reclassified to the income statement in subsequent periods: |
||||||||||||
Remeasurement gains on defined benefit plan |
14 |
34 |
13 |
|||||||||
Net (loss)/gain on financial instruments at fair value through other comprehensive income |
(32) |
2 |
- |
|||||||||
|
||||||||||||
Other comprehensive income/(loss) for the period, net of tax |
655 |
(147) |
(316) |
|||||||||
|
||||||||||||
Total comprehensive income for the period |
2,377 |
6,428 |
1,720 |
|||||||||
|
||||||||||||
Total comprehensive income attributable to: |
||||||||||||
Equity holders of the parent |
2,315 |
6,351 |
1,667 |
|||||||||
Non-controlling interest |
62 |
77 |
53 |
|||||||||
|
||||||||||||
Total comprehensive income for the period |
2,377 |
6,428 |
1,720 |
|||||||||
|
Notes |
2023 US$m |
2022 US$m |
||||||||
|
||||||||||
Current assets |
||||||||||
Cash and cash equivalents |
C.1 |
1,740 |
6,201 |
|||||||
Receivables |
D.2 |
1,517 |
1,578 |
|||||||
Inventories 1
|
D.3 |
616 |
678 |
|||||||
Other financial assets |
D.6 |
209 |
677 |
|||||||
Assets held for sale |
B.8 |
826 |
- |
|||||||
Tax receivable |
118 |
73 |
||||||||
Other assets |
92 |
83 |
||||||||
|
||||||||||
Total current assets |
5,118 |
9,290 |
||||||||
|
||||||||||
Non-current assets |
||||||||||
Receivables |
D.2 |
839 |
845 |
|||||||
Inventories 1
|
D.3 |
120 |
65 |
|||||||
Other financial assets |
D.6 |
120 |
120 |
|||||||
Exploration and evaluation assets |
B.2 |
668 |
807 |
|||||||
Oil and gas properties |
B.3 |
40,791 |
39,919 |
|||||||
Deferred tax assets |
A.5 |
1,717 |
1,959 |
|||||||
Lease assets |
D.7 |
1,230 |
1,264 |
|||||||
Investments accounted for using the equity method |
249 |
265 |
||||||||
Goodwill |
B.6 |
3,995 |
4,614 |
|||||||
Other assets 1
|
514 |
173 |
||||||||
|
||||||||||
Total non-current assets |
50,243 |
50,031 |
||||||||
|
||||||||||
Total assets |
55,361 |
59,321 |
||||||||
|
||||||||||
Current liabilities |
||||||||||
Payables |
D.4 |
1,724 |
2,094 |
|||||||
Interest-bearing liabilities |
C.2 |
- |
260 |
|||||||
Other financial liabilities |
D.6 |
67 |
654 |
|||||||
Liabilities directly associated with assets held for sale |
B.8 |
94 |
- |
|||||||
Provisions |
D.5 |
1,506 |
1,219 |
|||||||
Tax payable |
1,108 |
1,854 |
||||||||
Lease liabilities |
D.7 |
298 |
324 |
|||||||
Other liabilities |
185 |
203 |
||||||||
|
||||||||||
Total current liabilities |
4,982 |
6,608 |
||||||||
|
||||||||||
Non-current liabilities |
||||||||||
Interest-bearing liabilities |
C.2 |
4,883 |
4,878 |
|||||||
Deferred tax liabilities |
A.5 |
1,627 |
2,457 |
|||||||
Other financial liabilities |
D.6 |
42 |
67 |
|||||||
Provisions |
D.5 |
6,451 |
5,960 |
|||||||
Tax payable |
40 |
36 |
||||||||
Lease liabilities |
D.7 |
1,317 |
1,310 |
|||||||
Other liabilities |
849 |
878 |
||||||||
|
||||||||||
Total non-current liabilities |
15,209 |
15,586 |
||||||||
|
||||||||||
Total liabilities |
20,191 |
22,194 |
||||||||
|
||||||||||
Net assets |
35,170 |
37,127 |
||||||||
|
||||||||||
Equity |
||||||||||
Issued and fully paid shares |
C.3 |
29,001 |
29,001 |
|||||||
Shares reserved for employee share plans |
C.3 |
(49) |
(38) |
|||||||
Other reserves |
C.4 |
5,261 |
4,031 |
|||||||
Retained earnings |
186 |
3,342 |
||||||||
|
||||||||||
Equity attributable to equity holders of the parent |
34,399 |
36,336 |
||||||||
|
||||||||||
Non-controlling interest |
E.8 |
771 |
791 |
|||||||
|
||||||||||
Total equity |
35,170 |
37,127 |
||||||||
|
1. |
Inventories include carbon credits which were previously presented within other assets (non-current). The 2022 amounts have been reclassified to be presented on the same basis. |
Notes |
2023 US$m |
2022 US$m |
2021 US$m |
|||||||||||
|
||||||||||||||
Cash flows from/(used in) operating activities |
||||||||||||||
Profit after tax for the period |
1,722 |
6,575 |
2,036 |
|||||||||||
Adjustments for: |
||||||||||||||
Non-cash items |
||||||||||||||
Depreciation and amortisation |
3,960 |
2,808 |
1,582 |
|||||||||||
Depreciation of lease assets |
179 |
140 |
108 |
|||||||||||
Change in fair value of derivative financial instruments |
349 |
960 |
31 |
|||||||||||
Net finance costs |
34 |
12 |
203 |
|||||||||||
Tax expense |
1,551 |
2,599 |
1,254 |
|||||||||||
Exploration and evaluation written off |
77 |
164 |
265 |
|||||||||||
Impairment losses |
B.4 |
1,917 |
- |
10 |
||||||||||
Impairment reversals |
B.4 |
- |
(900) |
(1,058) |
||||||||||
Restoration movement |
147 |
272 |
68 |
|||||||||||
Gain on disposal of oil and gas properties (including revaluation gain) |
- |
(494) |
- |
|||||||||||
Movement in onerous contracts provision |
- |
(245) |
(95) |
|||||||||||
Other |
(226) |
(254) |
30 |
|||||||||||
Changes in assets and liabilities |
||||||||||||||
Decrease/(increase) in trade and other receivables |
107 |
(77) |
(39) |
|||||||||||
Increase in inventories |
(31) |
(146) |
(4) |
|||||||||||
I ncrease in lease assets |
- |
- |
(16) |
|||||||||||
(Decrease)/increase in provisions |
(114) |
131 |
(75) |
|||||||||||
Decrease in lease liabilities |
- |
(31) |
(25) |
|||||||||||
Increase in other assets and liabilities |
(736) |
(961) |
(128) |
|||||||||||
(Decrease)/Increase in trade and other payables |
(135) |
184 |
75 |
|||||||||||
|
||||||||||||||
Cash generated from operations |
8,801 |
10,737 |
4,222 |
|||||||||||
Purchases of shares and payments relating to employee share plans |
(57) |
(45) |
(47) |
|||||||||||
Interest received |
264 |
108 |
11 |
|||||||||||
Dividends received |
20 |
19 |
6 |
|||||||||||
Borrowing costs relating to operating activities |
(26) |
(21) |
(91) |
|||||||||||
Income tax and PRRT paid |
(2,916) |
(1,218) |
(271) |
|||||||||||
Payments for restoration |
(447) |
(263) |
(38) |
|||||||||||
Receipts/(payments) for hedge collateral |
506 |
(506) |
- |
|||||||||||
|
||||||||||||||
Net cash from operating activities |
6,145 |
8,811 |
3,792 |
|||||||||||
|
||||||||||||||
Cash flows from/(used in) investing activities |
||||||||||||||
Cash received on business combination, including cash acquired |
B.5 |
- |
1,082 |
- |
||||||||||
Payments for capital and exploration expenditure |
(5,291) |
(3,136) |
(2,406) |
|||||||||||
Borrowing costs relating to investing activities |
(311) |
(287) |
(126) |
|||||||||||
Advances to other external entities |
- |
(48) |
(206) |
|||||||||||
Proceeds from disposal of non-current assets |
19 |
132 |
9 |
|||||||||||
Funding of equity accounted investments |
(2) |
(8) |
- |
|||||||||||
Payments for acquisition of joint arrangements |
B.7 |
- |
- |
(212) |
||||||||||
|
||||||||||||||
Net cash used in investing activities |
(5,585) |
(2,265) |
(2,941) |
|||||||||||
|
||||||||||||||
Cash flows from/(used in) financing activities |
||||||||||||||
Repayment of borrowings |
C.2 |
(284) |
(283) |
(784) |
||||||||||
Borrowing costs relating to financing activities |
(4) |
(18) |
(15) |
|||||||||||
Repayment of the principal portion of lease liabilities |
(340) |
(248) |
(155) |
|||||||||||
Borrowing costs relating to lease liabilities |
(21) |
(10) |
(89) |
|||||||||||
Purchases of shares and payments relating to Dividend Reinvestment Plan |
- |
(144) |
- |
|||||||||||
Contributions to non-controlling interests |
(98) |
(98) |
(92) |
|||||||||||
Dividends paid (net of Dividend Reinvestment Plan) |
(4,253) |
(2,558) |
(289) |
|||||||||||
Net payments from share issuance |
- |
(5) |
- |
|||||||||||
|
||||||||||||||
Net cash used in financing activities |
(5,000) |
(3,364) |
(1,424) |
|||||||||||
|
||||||||||||||
Net (decrease)/increase in cash held |
(4,440) |
3,182 |
(573) |
|||||||||||
Cash and cash equivalents at the beginning of the period |
6,201 |
3,025 |
3,604 |
|||||||||||
Effects of exchange rate changes |
(21) |
(6) |
(6) |
|||||||||||
|
||||||||||||||
Cash and cash equivalents at the end of the period |
C.1 |
1,740 |
6,201 |
3,025 |
||||||||||
|
Issued and fully paid shares |
Reserved shares |
Employee benefits reserve |
Foreign currency translation reserve |
Hedging reserve |
Distributable profits reserve |
Other reserves |
Retained earnings |
Equity holders of the parent |
Non-
controlling interest |
Total equity |
||||||||||||||||||||||||||||||||||
Notes |
C.3 US$m |
C.3 US$m |
C.4 US$m |
C.4 US$m |
C.4 US$m |
C.4 US$m |
C.4 US$m |
US$m |
US$m |
E.8 US$m |
US$m |
|||||||||||||||||||||||||||||||||
At 1 January 2023 |
29,001 |
(38) |
278 |
796 |
(586) |
3,541 |
2 |
3,342 |
36,336 |
791 |
37,127 |
|||||||||||||||||||||||||||||||||
Profit for the period |
- |
- |
- |
- |
- |
- |
- |
1,660 |
1,660 |
62 |
1,722 |
|||||||||||||||||||||||||||||||||
Other comprehensive income/(loss) |
- |
- |
- |
(1) |
674 |
- |
(32) |
14 |
655 |
- |
655 |
|||||||||||||||||||||||||||||||||
Total comprehensive income/(loss) for the period |
- |
- |
- |
(1) |
674 |
- |
(32) |
1,674 |
2,315 |
62 |
2,377 |
|||||||||||||||||||||||||||||||||
Transfers |
- |
- |
- |
- |
- |
4,830 |
- |
(4,830) |
- |
- |
- |
|||||||||||||||||||||||||||||||||
Employee share plan purchases |
- |
(57) |
- |
- |
- |
- |
- |
- |
(57) |
- |
(57) |
|||||||||||||||||||||||||||||||||
Employee share plan redemptions |
- |
46 |
(46) |
- |
- |
- |
- |
- |
- |
- |
- |
|||||||||||||||||||||||||||||||||
Share-based payments (net of tax) |
- |
- |
58 |
- |
- |
- |
- |
- |
58 |
- |
58 |
|||||||||||||||||||||||||||||||||
Dividends paid |
- |
- |
- |
- |
- |
(4,253) |
- |
- |
(4,253) |
(82) |
(4,335) |
|||||||||||||||||||||||||||||||||
At 31 December 2023 |
29,001 |
(49) |
290 |
795 |
88 |
4,118 |
(30) |
186 |
34,399 |
771 |
35,170 |
|||||||||||||||||||||||||||||||||
At 1 January 2022 |
9,409 |
(30) |
232 |
793 |
(400) |
58 |
- |
3,381 |
13,443 |
786 |
14,229 |
|||||||||||||||||||||||||||||||||
Profit for the period |
- |
- |
- |
- |
- |
- |
- |
6,498 |
6,498 |
77 |
6,575 |
|||||||||||||||||||||||||||||||||
Other comprehensive income/(loss) |
- |
- |
- |
3 |
(186) |
- |
2 |
34 |
(147) |
- |
(147) |
|||||||||||||||||||||||||||||||||
Total comprehensive income/(loss) for the period |
- |
- |
- |
3 |
(186) |
- |
2 |
6,532 |
6,351 |
77 |
6,428 |
|||||||||||||||||||||||||||||||||
Transfers |
- |
- |
- |
- |
- |
5,553 |
- |
(5,553) |
- |
- |
- |
|||||||||||||||||||||||||||||||||
Shares purchased for Dividend Reinvestment Plan |
- |
(144) |
- |
- |
- |
- |
- |
- |
(144) |
- |
(144) |
|||||||||||||||||||||||||||||||||
Dividend Reinvestment Plan |
332 |
144 |
- |
- |
- |
- |
- |
- |
476 |
- |
476 |
|||||||||||||||||||||||||||||||||
Shares issued for acquisition of BHPP |
19,265 |
- |
- |
- |
- |
- |
- |
- |
19,265 |
- |
19,265 |
|||||||||||||||||||||||||||||||||
Replacement employee share plan issued for acquisition of BHPP |
- |
- |
18 |
- |
- |
- |
- |
- |
18 |
- |
18 |
|||||||||||||||||||||||||||||||||
Employee share plan purchases |
- |
(45) |
- |
- |
- |
- |
- |
- |
(45) |
- |
(45) |
|||||||||||||||||||||||||||||||||
Employee share plan redemptions |
- |
37 |
(37) |
- |
- |
- |
- |
- |
- |
- |
- |
|||||||||||||||||||||||||||||||||
Share-based payments (net of tax) |
- |
- |
65 |
- |
- |
- |
- |
- |
65 |
- |
65 |
|||||||||||||||||||||||||||||||||
Dividends paid |
- |
- |
- |
- |
- |
(2,070) |
- |
(1,018) |
(3,088) |
(72) |
(3,160) |
|||||||||||||||||||||||||||||||||
Transaction costs associated with the issue of shares |
(5) |
- |
- |
- |
- |
- |
- |
- |
(5) |
- |
(5) |
|||||||||||||||||||||||||||||||||
At 31 December 2022 |
29,001 |
(38) |
278 |
796 |
(586) |
3,541 |
2 |
3,342 |
36,336 |
791 |
37,127 |
|||||||||||||||||||||||||||||||||
At 1 January 2021 |
9,297 |
(23) |
219 |
793 |
(71) |
462 |
- |
1,398 |
12,075 |
800 |
12,875 |
|||||||||||||||||||||||||||||||||
Profit for the period |
- |
- |
- |
- |
- |
- |
- |
1,983 |
1,983 |
53 |
2,036 |
|||||||||||||||||||||||||||||||||
Other comprehensive income/(loss) |
- |
- |
13 |
- |
(329) |
- |
- |
- |
(316) |
- |
(316) |
|||||||||||||||||||||||||||||||||
Total comprehensive income/(loss) for the period |
- |
- |
13 |
- |
(329) |
- |
- |
1,983 |
1,667 |
53 |
1,720 |
|||||||||||||||||||||||||||||||||
Dividend Reinvestment Plan |
112 |
- |
- |
- |
- |
- |
- |
- |
112 |
- |
112 |
|||||||||||||||||||||||||||||||||
Employee share plan purchases |
- |
(47) |
- |
- |
- |
- |
- |
- |
(47) |
- |
(47) |
|||||||||||||||||||||||||||||||||
Employee share plan redemptions |
- |
40 |
(40) |
- |
- |
- |
- |
- |
- |
- |
- |
|||||||||||||||||||||||||||||||||
Share-based payments (net of tax) |
- |
- |
40 |
- |
- |
- |
- |
- |
40 |
- |
40 |
|||||||||||||||||||||||||||||||||
Dividends paid |
- |
- |
- |
- |
- |
(404) |
- |
- |
(404) |
(67) |
(471) |
|||||||||||||||||||||||||||||||||
At 31 December 2021 |
9,409 |
(30) |
232 |
793 |
(400) |
58 |
- |
3,381 |
13,443 |
786 |
14,229 |
• |
The Net Zero Emissions by 2050 Scenario (NZE) |
• |
The Announced Pledges Scenario (APS) |
• |
The Stated Policies Scenario (STEPS) |
Average Brent (RT US$/bbl) |
2024-2027 |
2028-2032 |
2033-2036 |
2037-2040 |
||||||||||||
NZE |
52
|
41
|
34
|
31 |
||||||||||||
APS |
76
|
74
|
72
|
69 |
||||||||||||
STEPS |
84
|
85
|
84
|
84 |
||||||||||||
Woodside |
73
|
70
|
70
|
70 |
||||||||||||
Average North Asian LNG (RT US$/MMbtu) |
2024-2027 |
2028-2032 |
2033-2036 |
2037-2040 |
||||||||||||
NZE |
8
|
5
|
5
|
5 |
||||||||||||
APS |
10
|
8
|
7
|
7 |
||||||||||||
STEPS |
11
|
9
|
9
|
8 |
||||||||||||
Woodside |
11
|
9
|
9
|
9 |
||||||||||||
Average Carbon (RT US$/tonne) |
2024-2027 |
2028-2032 |
2033-2036 |
2037-2040 |
||||||||||||
NZE |
101
|
139
|
169
|
195 |
||||||||||||
APS |
100
|
133
|
153
|
169 |
||||||||||||
STEPS |
80
|
80
|
80
|
80 |
||||||||||||
Woodside |
80
|
80
|
80
|
80 |
||||||||||||
1. |
IEA 2023. ‘World Energy Outlook 2023’. All rights reserved. |
2. |
Based on data from IEA 2023. ‘World Energy Outlook 2023’ as modified by Woodside analysis. Woodside used interpolation techniques to estimate Brent annual price points in between the years that the IEA disclose prices for. For gas pricing assumptions all non-contracted LNG volumes were assessed at IEA’s Japan import price, as a proxy for North Asian LNG spot price. Woodside used interpolation techniques to estimate annual gas price points in between the years that the IEA disclose prices for. For oil linked LNG contracts, prices are derived from the Brent forecasts and the terms of the contracts. |
3. |
Based on data from IEA 2023. ‘World Energy Outlook 2023’ as modified by Woodside analysis. The IEA only provide carbon prices from 2030 onwards. As a result, Woodside used a starting point of US$80/tCO 2 -e consistent with internal carbon pricing. Woodside used the 2022 starting price point and the IEA’s published 2030 and 2040 carbon prices for each scenario to interpolate annual price points through to 2040. |
· |
meet the Group’s financial commitments as and when they fall due; |
· |
maintain the capacity to fund its committed project developments; |
· |
pay a reasonable dividend; and |
· |
maintain a long-term credit rating of not less than ‘investment grade’. |
Section A |
Commodity price risk management |
Page F-13 |
||
Section A |
Foreign exchange risk management |
Page F-13 |
||
Section C |
Capital risk management |
Page F-40 |
||
Section C |
Liquidity risk management |
Page F-40 |
||
Section C |
Interest rate risk management |
Page F-40 |
||
Section D |
Credit risk management |
Page F-46 |
Note A.1 |
Revenue from contracts with customers |
Page F-14 | ||
Note A.5 |
Taxes |
Page F-20 | ||
Note B.2 |
Exploration and evaluation |
Page F-26 | ||
Note B.3 |
Oil and gas properties |
Page F-28 | ||
Note B.4 |
Impairment of exploration and evaluation, oil and gas properties and goodwill |
Page F-29 | ||
Note B.5 |
Business combination |
Page F-35 | ||
Note B.6 |
Goodwill |
Page F-3 7
| ||
Note B.7 |
Significant production and growth asset acquisitions |
Page F- 37
| ||
Note B.8 |
Disposal of assets |
Page F-38 | ||
Note D.5 |
Provisions |
Page F-49 | ||
Note D.6 |
Other financial assets and liabilities |
Page F-51 | ||
Note D.7 |
Leases |
Page F-55 | ||
Note E.6 |
Joint arrangements |
Page F-61 |
A. |
Earnings for the year |
|||
A.1 |
Segment revenue and expenses |
Page F-14 | ||
A.2 |
Finance costs |
Page F-19
| ||
A.3 |
Dividends paid and proposed |
Page F-19
| ||
A.4 |
Earnings per share |
Page F-19
| ||
A.5 |
Taxes |
Page F-20 |
A.1 |
Segment revenue and expenses |
Australia: Exploration, evaluation, development, production and sale of liquified natural gas, pipeline gas, crude oil and condensate and natural gas liquids in Australia. |
International: Exploration, evaluation, development, production and sale of pipeline gas, crude oil and condensate and natural gas liquids in international jurisdictions outside of Australia. |
Marketing: Marketing, Shipping and Trading of Woodside’s oil and gas portfolio (including purchased volumes) and optimisation activities attributed to Marketing which generate incremental value. |
Corporate/Other items: Corporate/Other items comprise primarily corporate non-segmental items of revenue and expenses and associated assets and liabilities not allocated to operating segments as they are not considered part of the core operations of any segment. |
Geographical Information |
Revenue from external customers 1
|
Non-current assets
2
|
||||||||||||||||||
2023 US$m |
2022 US$m |
2021 US$m |
2023 US$m |
2022 US$m |
||||||||||||||||
Asia Pacific |
9,823 |
12,521 |
6,342 |
36,060 |
36,966 |
|||||||||||||||
Americas |
2,564 |
1,545 |
- |
7,171 |
7,057 |
|||||||||||||||
Africa |
- |
- |
- |
5,295 |
4,049 |
|||||||||||||||
Europe |
1,607 |
2,751 |
620 |
- |
- |
|||||||||||||||
Consolidated |
13,994 |
16,817 |
6,962 |
48,526 |
48,072 |
1. |
Revenue is attributable to geographic location based on the location of the customers. |
2. |
Non-current assets exclude deferred tax of $1,717 million (2022: $1,959 million). |
· |
Revenue from sale of hydrocarbons |
· |
Other operating revenue |
· |
Royalties, excise and levies |
· |
Depreciation and amortisation |
· |
Impairment and impairment reversals |
· |
Leases |
· |
Employee benefits |
Australia |
International |
Marketing |
|
Corporate/ Other |
|
Consolidated |
||||||||||||||
|
2023 US$m |
|
|
2023 US$m |
|
|
2023 US$m |
|
|
2023 US$m |
|
|
2023 US$m |
|
||||||
Liquefied natural gas |
6,867 |
- |
1,298 |
- |
8,165 |
|||||||||||||||
Pipeline gas |
1,088 |
286 |
- |
- |
1,374 |
|||||||||||||||
Crude oil and condensate |
1,611 |
2,246 |
124 |
- |
3,981 |
|||||||||||||||
Natural gas liquids |
218 |
32 |
31 |
- |
281 |
|||||||||||||||
Revenue from sale of hydrocarbons |
9,784 |
2,564 |
1,453 |
- |
13,801 |
|||||||||||||||
Intersegment revenue 1
|
(166 |
) |
(15 |
) |
181 |
- |
- |
|||||||||||||
Processing and services revenue |
184 |
- |
- |
- |
184 |
|||||||||||||||
Shipping and other revenue |
- |
- |
9 |
- |
9 |
|||||||||||||||
Other revenue |
18 |
(15 |
) |
190 |
- |
193 |
||||||||||||||
Operating revenue 2
|
9,802 |
2,549 |
1,643 |
- |
13,994 |
|||||||||||||||
Production costs |
(1,173 |
) |
(389 |
) |
- |
- |
(1,562 |
) |
||||||||||||
Royalties, excise and levies |
(462 |
) |
(41 |
) |
- |
- |
(503 |
) |
||||||||||||
Insurance |
(41 |
) |
(11 |
) |
- |
(8 |
) |
(60 |
) |
|||||||||||
Inventory movement |
(40 |
) |
3 |
- |
- |
(37 |
) |
|||||||||||||
Costs of production |
(1,716 |
) |
(438 |
) |
- |
(8 |
) |
(2,162 |
) |
|||||||||||
Land and buildings |
(62 |
) |
(5 |
) |
- |
- |
(67 |
) |
||||||||||||
Transferred exploration and evaluation |
(101 |
) |
(24 |
) |
- |
- |
(125 |
) |
||||||||||||
Plant and equipment |
(2,591 |
) |
(1,139 |
) |
- |
(34 |
) |
(3,764 |
) |
|||||||||||
Oil and gas properties depreciation and amortisation |
(2,754 |
) |
(1,168 |
) |
- |
(34 |
) |
(3,956 |
) |
|||||||||||
Shipping and direct sales costs |
(164 |
) |
(83 |
) |
(54 |
) |
(18 |
) |
(319 |
) |
||||||||||
Trading costs |
(12 |
) |
- |
(1,056 |
) |
- |
(1,068 |
) |
||||||||||||
Other hydrocarbon costs |
(7 |
) |
- |
- |
- |
(7 |
) |
|||||||||||||
Other cost of sales |
(7 |
) |
- |
- |
- |
(7 |
) |
|||||||||||||
Movement in onerous contract provision |
- |
- |
- |
- |
- |
|||||||||||||||
Other cost of sales |
(190 |
) |
(83 |
) |
(1,110 |
) |
(18 |
) |
(1,401 |
) |
||||||||||
Cost of sales |
(4,660 |
) |
(1,689 |
) |
(1,110 |
) |
(60 |
) |
(7,519 |
) |
||||||||||
Gross profit |
5,142 |
860 |
533 |
(60 |
) |
6,475 |
||||||||||||||
Other income 3
|
160 |
54 |
26 |
82 |
322 |
|||||||||||||||
Exploration and evaluation expenditure 4
|
(24 |
) |
(253 |
) |
- |
(2 |
) |
(279 |
) |
|||||||||||
Amortisation of permit acquisitio n
|
- |
(4 |
) |
- |
- |
(4 |
) |
|||||||||||||
Write-offs |
(31 |
) |
(46 |
) |
- |
- |
(77 |
) |
||||||||||||
Exploration and evaluation |
(55 |
) |
(303 |
) |
- |
(2 |
) |
(360 |
) |
|||||||||||
General, administrative and other costs |
- |
- |
- |
(453 |
) |
(453 |
) |
|||||||||||||
Depreciation of other plant and equipment |
- |
- |
- |
- |
- |
|||||||||||||||
Depreciation of lease assets |
(50 |
) |
(14 |
) |
(75 |
) |
(40 |
) |
(179 |
) |
||||||||||
Restoration movement |
(125 |
) |
(22 |
) |
- |
- |
(147 |
) |
||||||||||||
Other 5
|
(51 |
) |
- |
(109 |
) |
(274 |
) |
(434 |
) |
|||||||||||
Other costs |
(226 |
) |
(36 |
) |
(184 |
) |
(767 |
) |
(1,213 |
) |
||||||||||
Other expenses |
(281 |
) |
(339 |
) |
(184 |
) |
(769 |
) |
(1,573 |
) |
||||||||||
Impairment losses |
(534 |
) |
(1,383 |
) |
- |
- |
(1,917 |
) |
||||||||||||
Impairment reversals 6
|
- |
- |
- |
- |
- |
|||||||||||||||
Profit/(loss) before tax and net finance costs |
4,487 |
(808 |
) |
375 |
(747 |
) |
3,307 |
|||||||||||||
1. |
Intersegment revenue comprises the incremental income net of all associated expenses generated by the Marketing segment’s optimisation of the oil and gas portfolio. The value is incremental income net of incremental costs. |
2. |
Operating revenue includes revenue from contracts with customers of $13,985 million and sub-lease income of $9 million disclosed within shipping and other revenue. |
3. |
Includes fees and recoveries, foreign exchange gains and other income not associated with the ongoing operations of the business. |
4. |
Includes seismic and general permit activities and other exploration costs. |
5. |
Includes losses on hedging activities, fair value losses on embedded derivatives and other expenses not associated with the ongoing operations of the business. |
6. |
Impairment on oil and gas properties. Refer to Note B.4 for more details. |
Australia |
International |
Marketing |
Corporate/ Other |
Consolidated |
||||||||||||||||
2022 US$m |
2022 US$m |
2022 US$m |
2022 US$m |
2022 US$m |
||||||||||||||||
Liquefied natural gas |
8,855 |
- |
2,434 |
- |
11,289 |
|||||||||||||||
Pipeline gas |
1,086 |
276 |
- |
- |
1,362 |
|||||||||||||||
Crude oil and condensate |
2,467 |
1,273 |
18 |
- |
3,758 |
|||||||||||||||
Natural gas liquids |
171 |
26 |
9 |
- |
206 |
|||||||||||||||
Revenue from sale of hydrocarbons |
12,579 |
1,575 |
2,461 |
- |
16,615 |
|||||||||||||||
Intersegment revenue 1
|
(455) |
(5) |
460 |
- |
- |
|||||||||||||||
Processing and services revenue |
175 |
- |
- |
- |
175 |
|||||||||||||||
Shipping and other revenue |
- |
- |
27 |
- |
27 |
|||||||||||||||
Other revenue |
(280) |
(5) |
487 |
- |
202 |
|||||||||||||||
Operating revenue 2
|
12,299 |
1,570 |
2,948 |
- |
16,817 |
|||||||||||||||
Production costs |
(975) |
(313) |
- |
7 |
(1,281) |
|||||||||||||||
Royalties, excise and levies |
(540) |
(39) |
- |
(17) |
(596) |
|||||||||||||||
Insurance |
(35) |
(7) |
- |
(1) |
(43) |
|||||||||||||||
Inventory movement |
44 |
(3) |
- |
- |
41 |
|||||||||||||||
Costs of production |
(1,506) |
(362) |
- |
(11) |
(1,879) |
|||||||||||||||
Land and buildings |
(51 |
) |
(3 |
) |
- |
- |
(54 |
) |
||||||||||||
Transferred exploration and evaluation |
(107 |
) |
- |
- |
- |
(107 |
) |
|||||||||||||
Plant and equipment |
(2,168 |
) |
(436 |
) |
- |
(33 |
) |
(2,637 |
) |
|||||||||||
Oil and gas properties depreciation and amortisation |
(2,326 |
) |
(439 |
) |
- |
(33 |
) |
(2,798 |
) |
|||||||||||
Shipping and direct sales costs |
(312 |
) |
(36 |
) |
(73 |
) |
142 |
(279 |
) |
|||||||||||
Trading costs |
(14 |
) |
- |
(1,763 |
) |
- |
(1,777 |
) |
||||||||||||
Other hydrocarbon costs |
(19 |
) |
- |
- |
- |
(19 |
) |
|||||||||||||
Other cost of sales |
(4 |
) |
- |
- |
- |
(4 |
) |
|||||||||||||
Movement in onerous contract provision 3
|
- |
- |
216 |
- |
216 |
|||||||||||||||
Other cost of sales |
(349 |
) |
(36 |
) |
(1,620 |
) |
142 |
(1,863 |
) |
|||||||||||
Cost of sales |
(4,181 |
) |
(837 |
) |
(1,620 |
) |
98 |
(6,540 |
) |
|||||||||||
Gross profit |
8,118 |
733 |
1,328 |
98 |
10,277 |
|||||||||||||||
Other income 4
|
722 |
4 |
5 |
4 |
735 |
|||||||||||||||
Exploration and evaluation expenditure 5
|
(20 |
) |
(277 |
) |
- |
1 |
(296 |
) |
||||||||||||
Amortisation of permit acquisition |
(1 |
) |
(9 |
) |
- |
- |
(10 |
) |
||||||||||||
Write-offs 6
|
- |
(164 |
) |
- |
- |
(164 |
) |
|||||||||||||
Exploration and evaluation |
(21 |
) |
(450 |
) |
- |
1 |
(470 |
) |
||||||||||||
General, administrative and other costs 7
|
(13 |
) |
(21 |
) |
(10 |
) |
(747 |
) |
(791 |
) |
||||||||||
Depreciation of other plant and equipment |
- |
- |
- |
- |
- |
|||||||||||||||
Depreciation of lease assets |
(49 |
) |
(11 |
) |
- |
(80 |
) |
(140 |
) |
|||||||||||
Restoration movement |
(234 |
) |
(46 |
) |
- |
8 |
(272 |
) |
||||||||||||
Other 8
|
(8 |
) |
(84 |
) |
(475 |
) |
(486 |
) |
(1,053 |
) |
||||||||||
Other costs |
(304 |
) |
(162 |
) |
(485 |
) |
(1,305 |
) |
(2,256 |
) |
||||||||||
Other expenses |
(325 |
) |
(612 |
) |
(485 |
) |
(1,304 |
) |
(2,726 |
) |
||||||||||
Impairment losses |
- |
- |
- |
- |
- |
|||||||||||||||
Impairment reversals 9
|
900 |
- |
- |
- |
900 |
|||||||||||||||
Profit/(loss) before tax and net finance costs |
9,415 |
125 |
848 |
(1,202 |
) |
9,186 |
||||||||||||||
1. |
Intersegment revenue comprises the incremental income net of all associated expenses generated by the Marketing segment’s optimisation of the oil and gas portfolio. The value is incremental income net of incremental costs. |
2. |
Operating revenue includes revenue from contracts with customers of $16,790 million and sub-lease income of $27 million disclosed within shipping and other revenue. |
3. |
Comprises changes in estimates of $245 million offset by provisions used of $29 million. Refer to Note D.5 for further details. |
4. |
Includes initial gain on Train 2 sell-down of $427 million, revaluation gain on the remeasurement of the Train 2 sell-down variable consideration of $71 million, fees and recoveries, foreign exchange gains and other income not associated with the ongoing operations of the business. |
5. |
Includes $142 million for various costs relating to the Group’s exit from the Orphan Basin exploration licences in Canada. |
6. |
$125 million relates to costs of unsuccessful wells that have been written off. Refer to Note B.2. |
7. |
Transaction costs of $419 million incurred as a result of the BHPP merger on 1 June 2022 are included in the Corporate/Other segment. Refer to Note B.5 for details. |
8. |
Includes losses on hedging activities and changes in fair value of derivative financial instruments of $960 million in the Marketing and Corporate/Other segments and other expenses not associated with the ongoing operations of the business. |
9. |
Impairment reversals on oil and gas properties. Refer to Note B.4 for more details. |
Australia |
International |
Marketing |
Corporate/ Other |
Consolidated |
||||||||||||||||
2021 8
US$m |
2021 8
US$m |
2021 8
US$m |
2021 8
US$m |
2021 US$m |
||||||||||||||||
|
||||||||||||||||||||
Liquefied natural gas |
3,910 |
- |
1,449 |
- |
5,359 |
|||||||||||||||
Pipeline gas |
43 |
- |
- |
- |
43 |
|||||||||||||||
Crude oil and condensate |
1,316 |
- |
- |
- |
1,316 |
|||||||||||||||
Natural gas liquids |
60 |
- |
- |
- |
60 |
|||||||||||||||
|
||||||||||||||||||||
Revenue from sale of hydrocarbons |
5,329 |
- |
1,449 |
- |
6,778 |
|||||||||||||||
|
||||||||||||||||||||
Intersegment revenue 1
|
(236) |
- |
236 |
- |
- |
|||||||||||||||
Processing and services revenue |
143 |
- |
- |
- |
143 |
|||||||||||||||
Shipping and other revenue |
4 |
- |
37 |
- |
41 |
|||||||||||||||
|
||||||||||||||||||||
Other revenue |
(89) |
- |
273 |
- |
184 |
|||||||||||||||
|
||||||||||||||||||||
Operating revenue 2
|
5,240 |
- |
1,722 |
- |
6,962 |
|||||||||||||||
|
||||||||||||||||||||
Production costs |
(489) |
- |
- |
8 |
(481) |
|||||||||||||||
Royalties, excise and levies |
(218) |
- |
- |
- |
(218) |
|||||||||||||||
Insurance |
(32) |
- |
- |
1 |
(31) |
|||||||||||||||
Inventory movement |
17 |
- |
- |
- |
17 |
|||||||||||||||
|
||||||||||||||||||||
Costs of production |
(722) |
- |
- |
9 |
(713) |
|||||||||||||||
|
||||||||||||||||||||
Land and buildings |
(51 |
) |
- |
- |
- |
(51 |
) | |||||||||||||
Transferred exploration and evaluation |
(79 |
) |
- |
- |
- |
(79 |
) | |||||||||||||
Plant and equipment |
(1,419 |
) |
- |
- |
- |
(1,419 |
) | |||||||||||||
|
||||||||||||||||||||
Oil and gas properties depreciation and amortisation |
(1,549 |
) |
- |
- |
- |
(1,549 |
) | |||||||||||||
|
||||||||||||||||||||
Shipping and direct sales costs |
(197 |
) |
- |
(45 |
) |
32 |
(210 |
) | ||||||||||||
Trading costs |
(3 |
) |
- |
(1,492 |
) |
- |
(1,495 |
) | ||||||||||||
Other hydrocarbon costs |
(6 |
) |
- |
- |
- |
(6 |
) | |||||||||||||
Other cost of sales |
(11 |
) |
- |
- |
(1 |
) |
(12 |
) | ||||||||||||
Movement in onerous contract provision 3
|
- |
- |
140 |
- |
140 |
|||||||||||||||
|
||||||||||||||||||||
Other cost of sales |
(217 |
) |
- |
(1,397 |
) |
31 |
(1,583 |
) | ||||||||||||
|
||||||||||||||||||||
Cost of sales |
(2,488 |
) |
- |
(1,397 |
) |
40 |
(3,845 |
) | ||||||||||||
|
||||||||||||||||||||
Gross profit/(loss) |
2,752 |
- |
325 |
40 |
3,117 |
|||||||||||||||
|
||||||||||||||||||||
Other income 4
|
97 |
(2 |
) |
1 |
43 |
139 |
||||||||||||||
|
||||||||||||||||||||
Exploration and evaluation expenditure |
(16 |
) |
(27 |
) |
- |
(11 |
) |
(54 |
) | |||||||||||
Amortisation of permit acquisition |
- |
(2 |
) |
- |
(1 |
) |
(3 |
) | ||||||||||||
Write-offs 5
|
- |
(265 |
) |
- |
- |
(265 |
) | |||||||||||||
|
||||||||||||||||||||
Exploration and evaluation |
(16 |
) |
(294 |
) |
- |
(12 |
) |
(322 |
) | |||||||||||
|
||||||||||||||||||||
General, administrative and other costs |
(5 |
) |
(1 |
) |
- |
(152 |
) |
(158 |
) | |||||||||||
Depreciation of other plant and equipment |
- |
- |
- |
(30 |
) |
(30 |
) | |||||||||||||
Depreciation of lease assets |
(28 |
) |
- |
- |
(80 |
) |
(108 |
) | ||||||||||||
Restoration movement |
(80 |
) |
12 |
- |
- |
(68 |
) | |||||||||||||
Other 6
|
(57 |
) |
(32 |
) |
28 |
(64 |
) |
(125 |
) | |||||||||||
|
||||||||||||||||||||
Other costs |
(170 |
) |
(21 |
) |
28 |
(326 |
) |
(489 |
) | |||||||||||
|
||||||||||||||||||||
Other expenses |
(186 |
) |
(315 |
) |
28 |
(338 |
) |
(811 |
) | |||||||||||
|
||||||||||||||||||||
Impairment losses |
(10 |
) |
- |
- |
- |
(10 |
) | |||||||||||||
|
||||||||||||||||||||
Impairment reversals 7
|
1,058 |
- |
- |
- |
1,058 |
|||||||||||||||
|
||||||||||||||||||||
Profit/(loss) before tax and net finance costs |
3,711 |
(317 |
) |
354 |
(255 |
) |
3,493 |
|||||||||||||
|
1. |
Intersegment revenue comprises the incremental income net of all associated expenses generated by the Marketing segment’s optimisation of the oil and gas portfolio. The value is incremental income net of incremental costs. |
2. |
Operating revenue includes revenue from contracts with customers of $6,923 million and sub-lease income of $39 million disclosed within shipping and other revenue. |
3. |
Comprises provisions used of $45 million and changes in estimates of $95 million. |
4. |
Includes other income of $67 million relating to Pluto volumes delivered into Wheatstone’s sales commitments and net foreign exchange gains of $44 million. |
5. |
$56 million relates to costs of unsuccessful wells. $209 million relates to capitalised costs written off due to the Group’s decision to withdraw from its interests in Myanmar. |
6. |
Includes net loss on hedging activities of $91 million, various costs relating to Woodside’s exit from the Kitimat LNG development of $33 million and other expenses not associated with the ongoing operations of the business. |
7. |
Impairment reversals on oil and gas properties. |
8. |
In the prior reporting period, the 2021 amounts were restated to reflect the changes in operating segments and portfolio reporting for LNG revenue. |
A.2 |
Finance costs |
2023 US$m |
2022 US$m |
2021 US$m |
||||||||||
|
||||||||||||
Interest on interest-bearing liabilities |
229 |
212 |
201 |
|||||||||
Interest on lease liabilities |
102 |
103 |
97 |
|||||||||
Accretion charge |
238 |
110 |
29 |
|||||||||
Other finance costs |
49 |
36 |
26 |
|||||||||
Less: Finance costs capitalised against qualifying assets |
(311) |
(294) |
(123) |
|||||||||
|
||||||||||||
307 |
167 |
230 |
||||||||||
|
A.3 |
Dividends paid and proposed |
202 3
US$m |
202 2
US$m |
202 1
US$m |
||||||||||
|
||||||||||||
(a) Dividends paid during the financial year |
||||||||||||
Prior year fully franked final dividend 1
|
2,734 |
1,018 |
115 |
|||||||||
Current year fully franked interim dividend 2
|
1,519 |
2,070 |
289 |
|||||||||
|
||||||||||||
4,253 |
3,088 |
404 |
||||||||||
|
||||||||||||
(b) Dividend declared subsequent to the reporting period (not recorded as a liability) |
||||||||||||
Final dividend 3
|
1,139 |
2,734 |
1,018 |
|||||||||
|
||||||||||||
(c) Other information |
||||||||||||
|
||||||||||||
Current year dividends per share (US cents) |
140 |
253 |
135 |
|||||||||
|
1. |
2023: US$1.44, paid on 5 April 2023 |
2022: |
US$1.05, paid on 23 March 2022 |
2021: |
US$0.12, paid on 24 March 2021 |
2. |
2023: US$0.80, paid on 28 September 2023 |
2022: |
US$1.09, paid on 6 October 2022 |
2021: |
US$0.30, paid on 24 September 2021 |
3. |
2023: US$0.60, to be paid on 4 April 2024 |
2022: |
US$1.44, paid on 5 April 2023 |
2021: |
US$1.05, paid on 23 March 2022 |
A.4 |
Earnings per share |
2023 |
2022 |
2021 |
||||||||||
|
||||||||||||
Profit attributable to equity holders of the parent (US$m) |
1,660 |
6,498 |
1,983 |
|||||||||
Weighted average number of shares on issue for basic earnings per share |
1,896,498,169 |
1,511,257,404 |
962,604,811 |
|||||||||
Effect of dilution from contingently issuable shares |
14,444,802 |
13,061,376 |
9,023,439 |
|||||||||
Weighted average number of shares on issue adjusted for the effect of dilution |
1,910,942,971 |
1,524,318,780 |
971,628,250 |
|||||||||
Basic earnings per share (US cents) |
87.5 |
430.0 |
206.0 |
|||||||||
Diluted earnings per share (US cents) |
86.9 |
426.3 |
204.1 |
|||||||||
|
A.5 |
Taxes |
|
2023 US$m |
|
|
2022 US$m |
|
|
2021 US$m |
|
||||
(a) Tax expense comprises |
||||||||||||
Petroleum resource rent tax (PRRT) |
||||||||||||
Current tax expense |
367 |
501 |
- |
|||||||||
Deferred tax expense/(benefit) |
531 |
(814) |
297 |
|||||||||
PRRT expense/(benefit) |
898 |
(313) |
297 |
|||||||||
Income tax |
||||||||||||
Current year |
||||||||||||
Current tax expense |
1,872 |
2,256 |
658 |
|||||||||
Deferred tax (benefit)/expense |
(1,255) |
701 |
301 |
|||||||||
Adjustment to prior years |
||||||||||||
Current tax benefit |
14 |
(276) |
(20) |
|||||||||
Deferred tax expense |
22 |
231 |
18 |
|||||||||
Income tax expense |
653 |
2,912 |
957 |
|||||||||
Tax expense |
1,551 |
2,599 |
1,254 |
|||||||||
|
2023 US$m |
|
|
2022 US$m |
|
|
2021 US$m |
|
||||
(b) Reconciliation of income tax expense |
||||||||||||
Profit before tax |
3,273 |
9,174 |
3,290 |
|||||||||
PRRT (expense)/benefit |
(898) |
313 |
(297) |
|||||||||
Profit before income tax |
2,375 |
9,487 |
2,993 |
|||||||||
Income tax expense calculated at 30% |
712 |
2,847 |
898 |
|||||||||
Effect of tax rate differentials |
91 |
(141) |
(42) |
|||||||||
Effect of deferred tax assets not recognised |
155 |
150 |
114 |
|||||||||
Effect of tax losses and credits previously unrecognised 1
|
(332) |
- |
- |
|||||||||
Effect of goodwill impairment 2
|
109 |
- |
- |
|||||||||
Reduction in deferred tax liability due to held for sale basis 3
|
(78) |
- |
- |
|||||||||
Foreign exchange impact on tax benefit |
(58) |
(44) |
(18) |
|||||||||
Adjustment to prior years |
36 |
(45) |
(2) |
|||||||||
Integration and transaction costs non-deductible |
4 |
142 |
- |
|||||||||
Other |
14 |
3 |
7 |
|||||||||
Income tax expense |
653 |
2,912 |
957 |
|||||||||
|
2023 US$m |
|
|
2022 US$m |
|
|
2021 US$m |
|
||||
(c) Reconciliation of PRRT expense |
||||||||||||
Profit before tax |
3,273 |
9,174 |
3,290 |
|||||||||
Non-PRRT assessable profit |
(1,780) |
(6,197) |
(2,134) |
|||||||||
PRRT projects profit before tax |
1,493 |
2,977 |
1,156 |
|||||||||
PRRT expense calculated at 40% |
598 |
1,191 |
462 |
|||||||||
Derecognition/(recognition) of Pluto general expenditure 4
|
611 |
(1,362) |
- |
|||||||||
Recognition of transferred exploration spend |
(18) |
- |
- |
|||||||||
Augmentation |
(292) |
(175) |
(166) |
|||||||||
Other |
(1) |
33 |
1 |
|||||||||
PRRT expense/(benefit) |
898 |
(313) |
297 |
|||||||||
|
2023 US$m |
|
|
2022 US$m |
|
|
2021 US$m |
|
||||
(d) Deferred tax income statement reconciliation |
||||||||||||
PRRT |
||||||||||||
Production and growth assets |
1,206 |
(710) |
455 |
|||||||||
Augmentation for current year |
(292) |
(175) |
(166) |
|||||||||
Provisions |
(372) |
(12) |
(29) |
|||||||||
Other |
(11) |
83 |
37 |
|||||||||
PRRT expense/(benefit) |
531 |
(814) |
297 |
|||||||||
Income tax |
||||||||||||
Oil and gas properties |
(529) |
292 |
674 |
|||||||||
Exploration and evaluation assets |
38 |
14 |
(204) |
|||||||||
Lease assets and liabilities |
(20) |
25 |
1 |
|||||||||
Provisions |
(232) |
151 |
(10) |
|||||||||
PRRT assets and liabilities |
(175) |
236 |
(88) |
|||||||||
Unused tax losses and tax credits |
(221) |
19 |
149 |
|||||||||
Assets held for sale |
(86) |
205 |
(205) |
|||||||||
Derivatives |
(21) |
21 |
(11) |
|||||||||
Other |
13 |
(31) |
13 |
|||||||||
Income tax deferred tax (benefit)/expense |
(1,233) |
932 |
319 |
|||||||||
Deferred tax (benefit)/expense |
(702) |
118 |
616 |
|||||||||
|
2023 US$m |
|
|
2022 US$m |
|
|
2021 US$m |
|
||||
(e) Deferred tax other comprehensive income reconciliation |
||||||||||||
Income tax |
||||||||||||
Derivatives |
77 |
(64) |
5 |
|||||||||
Other |
7 |
(2) |
5 |
|||||||||
Deferred income tax expense/(benefit) via other comprehensive income |
84 |
(66) |
10 |
|||||||||
|
2023 % |
|
|
2022 % |
|
|
2021 % |
|
||||
(f) Effective income tax rate: Australian and global operations |
||||||||||||
Effective income tax rate 1,5
|
||||||||||||
Australia |
30.2 |
30.0 |
30.6 |
|||||||||
Global |
27.5 |
30.7 |
32.0 |
|||||||||
1. |
As a result of the FID to develop the Trion resource in 2023, the Group has recognised deferred tax assets of $319 million. |
2. |
Tax effect of the non-deductible impairment of goodwill relating to Shenzi. |
3. |
Recognition of the tax base associated with the expected sale of Woodside’s 10% share in the Scarborough Project. This will offset future assessable income on the completion of the sale. |
4. |
In 2023, the $637 million decrease of the Pluto PRRT deferred tax asset is due to the derecognition of previously recognised deductible expenditure that is now not considered to be recoverable on the basis of future taxable profits not being available to utilise the expenditure. In 2022, the $1,362 million increase of the Pluto PRRT deferred tax asset was due to the recognition of previously unrecognised deductible expenditure that is now expected to be utilised to offset future taxable profits. |
5. |
The global operations effective income tax rate (ETR) is calculated as the Group’s income tax expense divided by profit before income tax. The Australian operations ETR is calculated with reference to all Australian companies and excludes foreign exchange on settlement and revaluation of income tax liabilities . The global effective income tax rate is lower in 2023 primarily as a result of the deferred tax asset recognised upon taking FID on Trion. |
2023 US$m |
2022 US$m |
|||||||
(g) Deferred tax balance sheet reconciliation |
||||||||
Deferred tax assets |
||||||||
PRRT |
||||||||
Production and growth assets |
455 |
1,460 |
||||||
Augmentation for current year |
231 |
113 |
||||||
Provisions |
445 |
271 |
||||||
Other |
(30) |
(23) |
||||||
PRRT deferred tax assets |
1,101 |
1,821 |
||||||
Income tax |
||||||||
Oil and gas properties |
(1,388) |
(1,496) |
||||||
Exploration and evaluation assets |
60 |
30 |
||||||
Lease assets and liabilities |
40 |
23 |
||||||
Unused tax losses and tax credits |
1,686 |
1,464 |
||||||
Derivatives |
- |
23 |
||||||
Provisions |
227 |
60 |
||||||
Other |
(9) |
34 |
||||||
Income tax deferred tax assets |
616 |
138 |
||||||
Deferred tax assets |
1,717 |
1,959 |
||||||
Deferred tax liabilities |
||||||||
PRRT |
||||||||
Production and growth assets |
1,309 |
1,281 |
||||||
Augmentation for current year |
(38) |
(62) |
||||||
Provisions |
(995) |
(743) |
||||||
Other |
113 |
137 |
||||||
PRRT deferred tax liabilities |
389 |
613 |
||||||
Income tax |
||||||||
Oil and gas properties |
2,939 |
2,857 |
||||||
Exploration and evaluation assets |
127 |
67 |
||||||
Lease assets and liabilities |
(48) |
(22) |
||||||
Provisions |
(1,856) |
(1,280) |
||||||
PRRT assets and liabilities |
118 |
347 |
||||||
Assets held for sale |
36 |
- |
||||||
Derivatives |
(2) |
(36) |
||||||
Other |
(76) |
(89) |
||||||
Income tax deferred tax liabilities |
1,238 |
1,844 |
||||||
Deferred tax liabilities |
1,627 |
2,457 |
||||||
Key estimates and judgements |
(a) Income tax classification |
Judgement is required when determining whether a particular tax is an income tax or another type of tax. PRRT is considered, for accounting purposes, to be an income tax. Accounting for deferred tax is applied to income taxes as described above, but is not applied to other types of taxes, e.g. North West Shelf royalties, excise and levies which are recognised in cost of sales in the income statement. |
(b) Deferred tax asset recognition |
The Group has two separate USA Tax Consolidation Groups (USA TCG) as at 31 December 2023 .
|
Income tax losses and credits: Deferred tax assets (DTAs) relating to carry forward unused tax losses and credits arising from the USA TCG of $1,248 million (2022: $1,371 million) and $333 million (2022: $93 million) arising from countries other than Australia and the USA have been recognised. The Group has determined that it is probable that sufficient future taxable income will be available to utilise those losses and credits within those countries. Refer to Note E.9(a) for details of tax consolidated groups. |
DTAs relating to carry forward unused tax losses and credits of $232 million (2022: $250 million) from the USA TCG, $189 million (2022: $146 million) from USA entities outside of the USA TCG and $763 million (2022: $1,061 million) from countries other than Australia and the USA have not been recognised as it is not currently probable that the losses and credits will be utilised based on current planned activities in those countries. |
As a result of the FID to develop the Trion resource in 2023, the Group has recognised deferred tax assets of $319 million. |
PRRT: The recoverability of PRRT deferred tax assets is primarily assessed with regard to future oil price assumptions impacting forecast future taxable profits. During the year ended 31 December 2023, the Group reduced the Pluto PRRT DTA by $637 million ($446 million post-tax) on the basis of future taxable profits not being available to utilise the deductible expenditure. This is primarily driven by decreases in forecast pricing assumptions and actual pricing realised during the year ended 31 December 2023. In determining the amount of DTA that is considered probable and eligible for recognition, forecast future taxable profits are risk-adjusted where appropriate by a market premium risk rate to reflect uncertainty inherent in long-term forecasts. A long-term bond rate of 3.2% (31 December 2022: 3.2%) was used for the purposes of augmentation. |
Certain deferred tax assets on deductible temporary differences have not been recognised on the basis that deductions from future augmentation of the recognised deductible temporary difference will be sufficient to offset future taxable profits. $7,428 million (2022: $6,523 million) relates to the North West Shelf Project, $872 million (2022: $189 million) relates to remaining Pluto quarantined exploration expenditure and $758 million (2022: $831 million) relates to Wheatstone. A long-term bond rate of 3.2% (31 December 2022: 3.2%) was used for the purposes of augmentation. |
Had an alternative approach been used to assess recovery of the deferred tax assets, whereby future augmentation was not included in the assessment, additional deferred tax assets would be recognised, with a corresponding benefit to tax expense. It was determined that the approach adopted provides the most meaningful information on the implications of the PRRT regime, whilst ensuring compliance with IAS 12 Income Taxes |
(c) Uncertain tax positions
|
The Group has tax matters, litigation and other claims, for which the timing of resolution and potential economic outflows are uncertain. Where the Group assesses an outcome for any tax matter, litigation or other claim as more likely than not to be accepted by the relevant tax authority, the position is adopted in the reported tax balances. Because of the complexity of some of these positions, the ultimate outcome may differ from the current estimate of the position. These differences will be reflected as increases or decreases to tax expense in the period in which new information is available. Tax matters without a probable economic outflow and/or presently cannot be measured reliably are contingent liabilities and disclosed in Note E.1 Contingent liabilities and assets. |
B. |
Production and growth assets |
|||
B.1 |
Segment production and growth assets |
Page F-24 |
||
B.2 |
Exploration and evaluation |
Page F-26 |
||
B.3 |
Oil and gas properties |
Page F-28 |
||
B.4 |
Impairment of exploration and evaluation, oil and gas properties and goodwill |
Page F-29 |
||
B.5 |
Business combination |
Page F-35 |
||
B.6 |
Goodwill |
Page F-37 |
||
B.7 |
Significant production and growth asset acquisitions |
Page F-37 |
||
B.8 |
Disposal of assets |
Page F-38 |
B.1 |
Segment production and growth assets |
Australia 2023 US$m |
International 2023 US$m |
Marketing 2023 US$m |
Corporate/Other 2023 US$m |
Consolidated 2023 US$m |
||||||||||||||||
Balance as at 31 December |
||||||||||||||||||||
Asia Pacific |
568 |
- |
- |
- |
568 |
|||||||||||||||
Americas |
- |
76 |
- |
- |
76 |
|||||||||||||||
Africa |
- |
24 |
- |
- |
24 |
|||||||||||||||
Total exploration and evaluation |
568 |
100 |
- |
- |
668 |
|||||||||||||||
Balance as at 31 December |
||||||||||||||||||||
Land and buildings |
669 |
32 |
- |
- |
701 |
|||||||||||||||
Transferred exploration and evaluation |
360 |
417 |
- |
- |
777 |
|||||||||||||||
Plant and equipment |
16,498 |
6,893 |
- |
198 |
23,589 |
|||||||||||||||
Projects in development |
7,825 |
7,655 |
- |
244 |
15,724 |
|||||||||||||||
Total oil and gas properties |
25,352 |
14,997 |
- |
442 |
40,791 |
|||||||||||||||
Balance as at 31 December |
||||||||||||||||||||
Land and buildings |
96 |
89 |
- |
245 |
430 |
|||||||||||||||
Plant and equipment 1
|
194 |
60 |
539 |
7 |
800 |
|||||||||||||||
Total lease assets |
290 |
149 |
539 |
252 |
1,230 |
|||||||||||||||
Additions to exploration and evaluation: |
||||||||||||||||||||
Exploration |
29 |
59 |
- |
- |
88 |
|||||||||||||||
Evaluation |
55 |
108 |
- |
- |
163 |
|||||||||||||||
Restoration 2
|
(5) |
- |
- |
- |
(5) |
|||||||||||||||
79 |
167 |
- |
- |
246 |
||||||||||||||||
Additions to oil and gas properties: |
||||||||||||||||||||
Oil and gas properties |
3,127 |
2,000 |
- |
190 |
5,317 |
|||||||||||||||
Capitalised borrowings costs 3
|
188 |
123 |
- |
- |
311 |
|||||||||||||||
Restoration 2
|
779 |
188 |
- |
- |
967 |
|||||||||||||||
4,094 |
2,311 |
- |
190 |
6,595 |
||||||||||||||||
Additions to lease assets: |
||||||||||||||||||||
Land and buildings |
- |
- |
- |
8 |
8 |
|||||||||||||||
Plant and equipment |
6 |
- |
114 |
- |
120 |
|||||||||||||||
6 |
- |
114 |
8 |
128 |
||||||||||||||||
1. |
In 2023, certain shipping activities, previously undertaken by the Corporate/Other segment, are now undertaken by the Marketing segment. As a result of this change, $539 million of lease assets are now reported within the Marketing segment as at 31 December 2023. |
2. |
Relates to changes in restoration provision assumptions. |
3 . |
Borrowing costs capitalised were at a weighted average interest rate of 4.0%. |
Australia 2022 US$m |
International 2022 US$m |
Marketing 2022 US$m |
Corporate/Other 2022 US$m |
Consolidated 2022 US$m |
||||||||||||||||
Balance as at 31 December |
||||||||||||||||||||
Asia Pacific |
529 |
- |
- |
- |
529 |
|||||||||||||||
Americas |
- |
240 |
- |
- |
240 |
|||||||||||||||
Africa |
- |
38 |
- |
- |
38 |
|||||||||||||||
Total exploration and evaluation |
529 |
278 |
- |
- |
807 |
|||||||||||||||
Balance as at 31 December |
||||||||||||||||||||
Land and buildings |
802 |
37 |
- |
1 |
840 |
|||||||||||||||
Transferred exploration and evaluation |
481 |
- |
- |
- |
481 |
|||||||||||||||
Plant and equipment |
18,249 |
4,647 |
- |
161 |
23,057 |
|||||||||||||||
Projects in development 1
|
5,623 |
9,795 |
- |
123 |
15,541 |
|||||||||||||||
Total oil and gas properties |
25,155 |
14,479 |
- |
285 |
39,919 |
|||||||||||||||
Balance as at 31 December |
||||||||||||||||||||
Land and buildings |
93 |
107 |
- |
264 |
464 |
|||||||||||||||
Plant and equipment |
214 |
131 |
- |
455 |
800 |
|||||||||||||||
Total lease assets |
307 |
238 |
- |
719 |
1,264 |
|||||||||||||||
Additions to exploration and evaluation 2 : |
||||||||||||||||||||
Exploration |
1 |
121 |
- |
- |
122 |
|||||||||||||||
Evaluation |
19 |
100 |
- |
- |
119 |
|||||||||||||||
Restoration 3 |
(1) |
- |
- |
- |
(1) |
|||||||||||||||
19 |
221 |
- |
- |
240 |
||||||||||||||||
Additions to oil and gas properties 2 : |
||||||||||||||||||||
Oil and gas properties |
2,252 |
1,560 |
- |
92 |
3,904 |
|||||||||||||||
Capitalised borrowings costs 4
|
115 |
179 |
- |
- |
294 |
|||||||||||||||
Restoration 3 |
(346) |
(28) |
- |
- |
(374) |
|||||||||||||||
2,021 |
1,711 |
- |
92 |
3,824 |
||||||||||||||||
Additions to lease assets 2 : |
||||||||||||||||||||
Land and buildings |
4 |
- |
- |
- |
4 |
|||||||||||||||
Plant and equipment |
139 |
90 |
- |
9 |
238 |
|||||||||||||||
143 |
90 |
- |
9 |
242 |
||||||||||||||||
1. |
Projects in development include the fair value ascribed to future phases of certain projects acquired through business combinations. |
2. |
Additions exclude acquisitions through business combinations. |
3. |
Relates to changes in restoration provision assumptions. |
4. |
Borrowing costs capitalised were at a weighted average interest rate of 3.8%. |
B.2 |
Exploration and evaluation |
Asia Pacific US$m |
Americas US$m |
Africa US$m |
Total US$m |
|||||||||||||
|
||||||||||||||||
Year ended 31 December 2023 |
||||||||||||||||
Carrying amount at 1 January 2023 |
529 |
240 |
38 |
807 |
||||||||||||
Additions |
79 |
161 |
6 |
246 |
||||||||||||
Amortisation of licence acquisition costs |
- |
(2) |
(2) |
(4) |
||||||||||||
Expensed 1
|
(31) |
(28) |
(18) |
(77) |
||||||||||||
Transferred exploration and evaluation 2
|
(9) |
(295) |
- |
(304) |
||||||||||||
|
||||||||||||||||
Carrying amount at 31 December 2023 |
568 |
76 |
24 |
668 |
||||||||||||
|
||||||||||||||||
Year ended 31 December 2022 |
||||||||||||||||
Carrying amount at 1 January 2022 |
546 |
- |
68 |
614 |
||||||||||||
Acquisitions through business combination 3
|
- |
180 |
- |
180 |
||||||||||||
Additions |
19 |
204 |
17 |
240 |
||||||||||||
Disposals |
- |
(10) |
- |
(10) |
||||||||||||
Amortisation of licence acquisition costs |
- |
(8) |
(2) |
(10) |
||||||||||||
Expensed 1
|
- |
(126) |
(45) |
(171) |
||||||||||||
Transferred exploration and evaluation |
(36) |
- |
- |
(36) |
||||||||||||
|
||||||||||||||||
Carrying amount at 31 December 2022 |
529 |
240 |
38 |
807 |
||||||||||||
|
||||||||||||||||
Exploration commitments |
||||||||||||||||
|
||||||||||||||||
Year ended 31 December 2023 |
3 |
1 |
35 |
39 |
||||||||||||
Year ended 31 December 2022 |
1 |
1 |
27 |
29 |
||||||||||||
|
1. |
$77 million (2022: $125 million) relates to costs of unsuccessful wells. |
2. |
On 20 June 2023, the Group made a final investment decision to develop the Trion resource in Mexico. Related exploration and evaluation assets
of $274 million were transferred to oil and gas properties.
|
3. |
Refer to Note B.5 for details of business combination. |
· |
where the expenditure relates to an exploration discovery for which the assessment of the existence or otherwise of economically recoverable hydrocarbons is not yet complete; or |
· |
where the expenditure is expected to be recouped through successful exploitation of the area of interest, or alternatively, by its sale. |
Key estimates and judgements |
(a) Area of interest |
Typically, an area of interest (AOI) is defined by the Group as an individual geographical area whereby the presence of hydrocarbons is considered favourable or proved to exist. The Group has established criteria to recognise and maintain an AOI. |
(b) Transfer to projects in development |
Development activities commence after project sanctioning by the appropriate level of management. Judgement is applied by management in determining when the project is technically feasible and economically viable to transfer to projects in development. |
B.3 |
Oil and gas properties |
|
Land and buildings |
|
|
Transferred exploration and evaluation |
|
|
Plant and equipment |
|
|
Projects in development |
|
Total |
||||||||
US$m |
US$m |
US$m |
US$m |
US$m |
||||||||||||||||
|
||||||||||||||||||||
Year ended 31 December 2023 |
||||||||||||||||||||
Carrying amount at 1 January 2023 |
840 |
481 |
23,057 |
15,541 |
39,919 |
|||||||||||||||
Additions 1
|
- |
- |
836 |
5,759 |
6,595 |
|||||||||||||||
Disposals at written down value |
(8) |
- |
(2) |
- |
(10) |
|||||||||||||||
Depreciation and amortisation |
(67) |
(125) |
(3,764) |
- |
(3,956) |
|||||||||||||||
Impairment losses 2
|
(64)
|
(20)
|
(1,028) |
(328)
|
(1,440) |
|||||||||||||||
Completions and transfers |
- |
441 |
4,496 |
(4,633) |
304 |
|||||||||||||||
Transfer to assets held for sale 3
|
- |
- |
(6) |
(615) |
(621) |
|||||||||||||||
|
||||||||||||||||||||
Carrying amount at 31 December 2023 |
701 |
777 |
23,589 |
15,724 |
40,791 |
|||||||||||||||
|
||||||||||||||||||||
At 31 December 2023 |
||||||||||||||||||||
Historical cost |
1,745 |
1,979 |
50,272 |
16,443 |
70,439 |
|||||||||||||||
Accumulated depreciation and impairment |
(1,044) |
(1,202) |
(26,683) |
(719) |
(29,648) |
|||||||||||||||
|
||||||||||||||||||||
Net carrying amount |
701 |
777 |
23,589 |
15,724 |
40,791 |
|||||||||||||||
|
||||||||||||||||||||
Year ended 31 December 2022 |
||||||||||||||||||||
Carrying amount at 1 January 2022 |
739 |
526 |
12,465 |
4,919 |
18,649 |
|||||||||||||||
Acquisitions through business combinations 4
|
64 |
- |
11,952 |
7,337 |
19,353 |
|||||||||||||||
Additions |
- |
- |
(508) |
4,332 |
3,824 |
|||||||||||||||
Disposals at written down value |
(3) |
(10) |
(32) |
- |
(45) |
|||||||||||||||
Depreciation and amortisation |
(54) |
(107) |
(2,637) |
- |
(2,798) |
|||||||||||||||
Impairment reversal 2
|
87 |
30 |
783 |
- |
900 |
|||||||||||||||
Completions and transfers |
7 |
42 |
1,034 |
(1,047) |
36 |
|||||||||||||||
|
||||||||||||||||||||
Carrying amount at 31 December 2022 |
840 |
481 |
23,057 |
15,541 |
39,919 |
|||||||||||||||
|
||||||||||||||||||||
At 31 December 2022 |
||||||||||||||||||||
Historical cost |
1,765 |
1,538 |
45,273 |
15,937 |
64,513 |
|||||||||||||||
Accumulated depreciation and impairment |
(925) |
(1,057) |
(22,216) |
(396) |
(24,594) |
|||||||||||||||
|
||||||||||||||||||||
Net carrying amount |
840 |
481 |
23,057 |
15,541 |
39,919 |
|||||||||||||||
|
1. |
Includes $5,317 million of capital additions, $311 million of capitalised borrowing costs and $967 million following changes in restoration provision .
|
2. |
Refer to Note B.4 for details on impairment losses and impairment reversals. |
3. |
Refer to Note B.8 for details of the sell-down of the Scarborough Joint Venture. |
4. |
Refer to Note B.5 for details of business combination. Projects in development include the fair value ascribed to future phases of certain projects acquired through business combinations. |
· |
Buildings – 24-50 years; |
· |
Plant and equipment – 2-40 years; and |
· |
Land is not depreciated. |
1. |
The 2022 Financial Statements disclosed capital expenditure commitments of $7,762 million which duplicated certain amounts post-merger. This has now been revised to reflect the Group’s share of commitments. |
Key estimates and judgements |
(a) Reserves |
The estimation of reserves requires significant management judgement and interpretation of complex geological and geophysical models in order to make an assessment of the size, shape, depth and quality of reservoirs, and their anticipated recoveries. |
Estimates of oil and natural gas reserves are used to calculate depreciation and amortisation charges for the Group’s oil and gas properties. Judgement is used in determining the economic reserve base applied to each asset. |
Estimates are reviewed at least annually or when there are changes in the economic circumstances impacting specific assets or asset groups. These changes may impact depreciation, asset carrying values, restoration provisions and deferred tax balances. If reserves estimates are revised downwards, earnings could be affected by higher depreciation expense or an immediate write-down of the asset’s carrying value .
|
(b) Depreciation and amortisation |
Judgement is required to determine when assets are available for use to commence depreciation and amortisation. Depreciation and amortisation generally commences on first production. |
(c) Change in depreciation methodology and asset useful lives |
The Group has undertaken a review of the depreciation methodology and asset useful lives for oil and gas properties in accordance with its accounting policies and the accounting standards, considering the scale and diversity of the post-merger portfolio. |
In assessing useful lives of certain oil and gas assets, these have been determined with reference to either their proved (1P) or proved plus probable (2P) reserves, which is then used in the units of production depreciation calculation. |
From 1 January 2023, upstream oil and conventional gas assets have been depreciated over proved reserves (previously proved plus probable, except for certain assets considered late life). Upstream LNG assets have continued to be depreciated over proved plus probable reserves. Multi-product assets are assessed on a case-by-case |
The changes in depreciation methodology and asset useful lives have been applied from 1 January 2023, resulting in an increase in depreciation expense of $416 million for the year ended 31 December 2023. |
B.4 |
Impairment of exploration and evaluation, oil and gas properties and goodwill |
Segment |
CGU |
Goodwill carrying amount |
Excess of recoverable amount over CGU carrying amount 1
|
|||
US$m |
US$m |
|||||
Australia |
Pluto-Scarborough 2
|
2,743 |
3,051 |
|||
Australia |
NWS Gas |
442 |
784 |
|||
International |
Atlantis |
522 |
338 |
|||
International |
Other goodwill |
288 |
1,176 |
|||
Total |
3,995 |
1. |
Amounts are with reference to the total CGU value including goodwill. |
2. |
A portion of the goodwill allocated to Pluto-Scarborough was transferred to assets held for sale (refer to Note B.8). |
CGU |
Description |
Indicator of impairment |
||
Pyrenees |
Oil asset consisting of a floating production storage and offloading (FPSO) facility off the north-west coast of Western Australia. | Reduction in future production volumes, reflecting a lower-than-expected outcome of drilling activities. |
Impairment loss |
||||||||||||||||||||||||||
Oil and gas properties |
||||||||||||||||||||||||||
Segment |
CGU |
Recoverable amount US$m |
Land and buildings US$m |
Transferred exploration and evaluation US$m |
Plant and equipment US$m |
Projects in development US$m |
Total US$m |
|||||||||||||||||||
Australia |
Pyrenees |
159 |
- |
- |
68 |
- |
68 |
CGU |
Description |
Indicator of impairment |
||
Shenzi |
Conventional oil and gas field developed through a tension leg platform (TLP) located in the US Gulf of Mexico. | Reduction in future production volumes, reflecting lower-than-expected performance of infill sidetracks and performance of the Shenzi North development following start-up. | ||
Wheatstone |
LNG processing facility in Western Australia, comprising an offshore production platform and two onshore LNG processing trains, a domestic gas plant and associated infrastructure. | Updated short-term price assumptions (in particular the Japan/Korea Marker (JKM)). |
Impairment loss |
||||||||||||||||||||||||||||||
Goodwill |
Oil and gas properties |
|||||||||||||||||||||||||||||
Segment |
CGU |
Recoverable amount US$m |
Goodwill US$m |
Land and buildings US$m |
Transferred exploration and evaluation US$m |
Plant and equipment US$m |
Projects in development US$m |
Total US$m |
||||||||||||||||||||||
International |
Shenzi
|
1,862 |
477 |
- |
- |
589 |
317
|
1,383 |
||||||||||||||||||||||
Australia |
Wheatstone |
2,418 |
- |
64 |
20 |
371 |
11
|
466 |
· |
Post - tax discount rate – plus or minus 1.0% (representing a change of 100 basis points) |
· |
Commodity pricing – plus or minus 10% |
· |
Foreign exchange (FX) rate – plus or minus 12% |
· |
Production volumes – plus or minus 4% |
Sensitivity (US$m) 2
|
||||||||||||||||||||||||||||||||
CGU |
Discount rate increase 3
|
Discount rate decrease 3
|
Commodity price increase 3
|
Commodity price decrease 3
|
FX increase 3
|
FX decrease 3
|
Production increase 3
|
Production decrease 3
|
||||||||||||||||||||||||
Shenzi
|
(67 |
) |
71 |
359 |
(359 |
) |
N/A |
N/A |
47 |
(46 |
) |
|||||||||||||||||||||
Wheatstone |
(88 |
) |
94 |
431 |
(370 |
) |
(36 |
) |
87 |
90 |
(42 |
) |
1. |
Increases to carrying amounts are limited to historical impairment losses recognised, net of depreciation and amortisation, that would have been recognised had no impairment taken place. |
2. |
The sensitivities represent the reasonably possible changes to discount rate, commodity price, FX and production volumes assumptions. |
3. |
The relationship between the discount rate, commodity price, FX and production and the carrying amount is non-linear in certain circumstances which may include fixed costs impacts as well as economic cut off modelling. As such, sensitivities are unlikely to result in a symmetrical impact and should not be interpreted in isolation |
CGU |
Commodity price 1
|
Nominal discount rate |
||||||||
% change |
(absolute terms) |
|||||||||
Oil and gas properties |
Pluto-Scarborough |
N/A |
2 |
N/A |
2 | |||||
Oil and gas properties |
NWS Gas |
N/A |
2 |
N/A |
2 | |||||
Oil and gas properties |
Atlantis |
(5% |
) |
N/A
|
2 |
1. |
Brent price applies to Pluto-Scarborough and NWS Gas. WTI price (Brent - $3/bbl) applies to Atlantis. |
2. |
Management considers there to be no reasonably possible change in the respective estimate which, in isolation, would result in the estimated recoverable amount being equal to the carrying amount. |
Segment |
CGU |
Goodwill carrying amount 1 |
Excess of recoverable amount over CGU carrying amount 2
| |||
US$m |
US$m | |||||
Australia |
Pluto-Scarborough |
2,955 |
7,656 | |||
Australia |
NWS Gas |
394 |
1,399 | |||
International |
Shenzi |
469 |
401 | |||
International |
Atlantis |
513 |
189 | |||
International |
Other goodwill |
283 |
107 | |||
Total |
4,614 |
1. |
Carrying amount of goodwill as at 31 December 2021 was nil. |
2. |
Amounts are with reference to the total CGU value including goodwill. |
• |
Wheatstone CGU – revision in short-term and long-term LNG price assumptions and updated cost and production profiles. |
Impairment reversal |
||||||||||||||||||||||
Oil and gas properties |
||||||||||||||||||||||
Segment |
CGU |
Recoverable amount US$m |
Land and buildings US$m |
Transferred exploration and evaluation US$m |
Plant and equipment US$m |
Total US$m |
||||||||||||||||
Australia |
Wheatstone |
3,456 |
87 |
30 |
783 |
900 |
· |
Post tax discount rate – plus or minus 1.5% (representing a change of 150 basis points) |
· |
Commodity pricing – plus or minus 10% |
· |
Foreign exchange (FX) rate – plus or minus 12% |
· |
Production volumes – plus or minus 4% |
Sensitivity (US$m) 2
|
||||||||||||||||||||||||||||||||
CGU |
Discount rate increase 3
|
Discount rate decrease 3
|
Brent price increase |
Brent price decrease |
FX increase |
FX decrease |
Production increase 4
|
Production decrease 4
|
||||||||||||||||||||||||
Wheatstone |
(117 |
) |
127 |
294 |
(294 |
) |
(79 |
) |
79 |
116 |
(43 |
) |
1. |
Increases to carrying amounts are limited to historical impairment losses recognised, net of depreciation and amortisation, that would have been recognised had no impairment taken place. |
2. |
The sensitivities represent the reasonable possible changes to discount rate, oil price, FX and production volumes assumptions. |
3. |
The relationship between the discount rate and the carrying amount is non-linear and as such, sensitivities are unlikely to result in a symmetrical impact. Due to the non-linear relationship, the impact of changing the discount rate is likely to be greater at a lower discount rate than at a higher discount rate. |
4. |
The relationship between production and the carrying amount is non-linear due to the proportion of fixed costs. Sensitivities are therefore unlikely to result in a symmetrical impact. A significant change in production volumes would typically require a reassessment of the asset concept and should not be interpreted in isolation. |
CGU |
Commodity price 1
|
Nominal discount rate |
||||||||
% change |
(absolute terms) |
|||||||||
Oil and gas properties |
Pluto-Scarborough |
N/A |
2 |
N/A |
2 | |||||
Oil and gas properties |
NWS Gas |
N/A |
2 |
N/A |
2 | |||||
Oil and gas properties |
Shenzi |
(7% |
) |
N/A |
2 | |||||
Oil and gas properties |
Atlantis |
(2% |
) |
10% |
1. |
Brent price applies to Pluto-Scarborough and NWS Gas. WTI price (Brent - $3/bbl) applies to Shenzi and Atlantis. |
2. |
Management considers there to be no reasonably possible change in the respective estimate which, in isolation, would result in the estimated recoverable amount being equal to the carrying amount. |
Key estimates and judgements (a) CGU determination Identification of a CGU requires management judgement. Management has determined CGUs based on the smallest group of assets that generate significant cash inflows that are independent from other assets or groups of assets.(b) Allocation of goodwill Allocation of goodwill to the relevant CGUs requires management judgement. The goodwill arising from the merger has been allocated to relevant CGUs which are expected to benefit from the expected synergies as a result of the merger. (c) Recoverable amount calculation key assumptions In determining the recoverable amount of CGUs, estimates are made regarding the present value of future cash flows when determining the FVLCD. These estimates require significant management judgement and are subject to risk and uncertainty, and hence changes in economic conditions can also affect the assumptions used and the rates used to discount future cash flow estimates. The basis for each estimate used to determine recoverable amounts as at 31 December 2023 and 31 December 2022 is set out below: · Resource estimates – 2P and a portion of 2C reserves (where applicable) for oil and gas properties. The reserves are as disclosed in the Reserves and Resources Statement in the 31 December 2023 and 31 December 2022 Annual Reports.
· Inflation rate – an inflation rate of 2.0% (2022: 2.0%) has been applied for US based assets and
2.5 % (2022: 2.5 %) for Australian based assets.· Foreign exchange rates – a rate of $0.75(2022: $0.75) US$:AU$ is based on management’s view of long-term exchange rates.· Discount rates – a range of post-tax discount rates between 8.5% and 10.5% (2022: 8% and 11.5%) for CGUs has been applied. The discount rate reflects an assessment of the risks specific to the asset.· Carbon pricing – a long-term price of US$80/tonne (2022: US$80/tonne) of emissions (real terms 2022) is based on management’s assumptions on carbon cost pricing and incorporates an evaluation of climate risk. This is applicable to Australian emissions that exceed facility-specific baselines in accordance with Australian regulations, as well as global emissions that exceed voluntary corporate net emissions targets. Woodside continues to monitor the uncertainty around climate change risks and will revise carbon pricing assumptions accordingly. Refer to Climate change and energy transition section within the basis of preparation for further information.
· LNG price – the majority of LNG sales contracts are linked to an oil price marker and therefore dependent on oil price assumptions. LNG sold into spot markets is typically based on a gas-hub linked price (for example the Title Transfer Facility (TTF) or JKM) and therefore these pricing assumptions are also of relevance in forecasting future revenues.· Brent oil prices – derived from long-term views of global supply and demand, building upon past experience of the industry and consistent with external sources. Prices are adjusted for premiums and discounts based on the nature and quality of the product. Brent oil price estimates have considered the risk of climate policies along with other factors such as industry investment and cost trends. There is significant uncertainty around how society will respond to the climate challenge; Woodside’s pricing assumptions reflect a ‘best estimate’ scenario in which global governments pursue decarbonisation goals as well as other goals such as energy security and economic development. As with carbon pricing, Woodside continues to monitor this uncertainty and will revise its oil pricing assumptions accordingly in its transition to a lower carbon economy. Further information on climate change risk is provided in the Climate change and energy transition section within the basis of preparation. The nominal Brent oil prices (US$/bbl) used for the year ended 31 December 2023 were: |
|
|
2024 |
2025 |
2026 |
2027 |
2028 |
2029 |
||||||||||||||||||||||
31 December 202 3
1
|
82 |
80 |
76 |
77 |
79 |
80 |
||||||||||||||||||||||
31 December 202 2
2
|
78 |
74 |
76 |
77 |
79 |
80 |
||||||||||||||||||||||
1. Long-term oil prices are based on US$70/bbl (2022 real terms) from 202 6 and prices are escalated at 2.0% onwards.2. Long-term oil prices are based on US$70/bbl (2022 real terms) from 202 5 and prices are escalated at 2.0% onwards. |
|
The nominal Brent oil prices (US$/bbl) used for the year ended 31 December 2022 were: |
|
|||||||||||||||||||||||||||
|
2023 |
2024 |
2025 |
2026 |
2027 |
2028 |
||||||||||||||||||||||
31 December 2022 3
|
87 |
78 |
74 |
76 |
77 |
79 |
||||||||||||||||||||||
31 December 2021 4
|
71 |
68 |
69 |
70 |
72 |
73 |
||||||||||||||||||||||
3. Long-term oil prices are based on US$70/bbl (2022 real terms) from 2025 and prices are escalated at 2.0% onwards. 4. Long-term oil prices are based on US$65/bbl (2022 real terms) from 2024 and prices are escalated at 2.0% onwards. |
|
B.5 |
Business combination |
Fair value of net identifiable assets and goodwill arising on acquisition date |
US$m |
|||
Cash and cash equivalents |
399 |
|||
Receivables |
1,164 |
|||
Inventories |
295 |
|||
Investments accounted for using the equity method |
267 |
|||
Other financial assets |
59 |
|||
Other assets |
284 |
|||
Exploration and evaluation assets |
180 |
|||
Oil and gas properties |
19,353 |
|||
Lease assets |
142 |
|||
Payables |
(1,035 |
) | ||
Provisions |
(4,827 |
) | ||
Tax payable |
(365 |
) | ||
Deferred tax liabilities |
(653 |
) | ||
Lease liabilities |
(268 |
) | ||
Other liabilities |
(1,054 |
) | ||
Net identifiable assets acquired |
13,941 |
|||
Goodwill arising on acquisition |
4,669 |
|||
Purchase consideration |
18,610 |
Purchase consideration |
US$m |
|||
Shares issued, at fair value |
19,265 |
|||
Other reserves (share replacement awards) |
18 |
|||
Locked box payment received 1
|
(683 |
) | ||
Adjustments to locked box payment |
10 |
|||
Total purchase consideration |
18,610 |
1. |
Represents the positive net cash flow of $1,513 million generated by BHPP assets from the effective date of the business combination offset by the notional dividend distribution of $830 million paid to BHP. |
Analysis of cash flows on acquisition |
US$m |
|||
Cash acquired on acquisition |
399 |
|||
Locked box payment received |
683 |
|||
Net cash flow on acquisition |
1,082 |
Key estimates and judgements (a) Fair value determination for net assets acquired Judgement is required to determine the fair value of assets acquired and liabilities assumed in a business combination, which can have a material impact on resultant goodwill. This includes the use of a cash flow model to estimate the expected future cash flows of the oil and gas assets acquired, based on reserves and resources at acquisition date and the discount rate used. The expected future cash flows are based on estimates of future production, commodity and carbon prices, operating costs, and forecast capital expenditures at acquisition date. Restoration provisions require judgemental assumptions regarding removal date, environmental legislation and regulations and the extent of restoration activities required in determining the cost estimate. Carry forward tax losses are recognised only if it is probable that sufficient future taxable income will be available to utilise the losses. |
B.6 |
Goodwill |
US$m |
||||
Year ended 31 December 2023 |
||||
Carrying amount at 1 January 2023 |
4,614 |
|||
Adjustment to purchase price allocation 1
|
55 |
|||
Impairment 2
|
(477 |
) | ||
Transfer to assets held for sale 3
|
(197 |
)
| ||
Carrying amount at 31 December 2023 |
3,995 |
|||
At 31 December 2023 |
||||
Cost |
4,472 |
|||
Accumulated impairment |
(477 |
) | ||
Net carrying amount |
3,995 |
|||
Year ended 31 December 2022 |
||||
Carrying amount at 1 January 2022 |
- |
|||
Acquisitions through business combinations 1
|
4,614 |
|||
Carrying amount at 31 December 2022 |
4,614 |
|||
At 31 December 2022 |
||||
Cost |
4,614 |
|||
Accumulated impairment |
- |
|||
Net carrying amount |
4,614 |
1. |
Refer to Note B.5 for details on business combination. |
2. |
Refer to Note B.4 for details on impairment. |
3. |
Refer to Note B.8 for details of the sell-down of the Scarborough Joint Venture. |
Key estimates and judgements (a) Goodwill allocation Judgement is required in the allocation of goodwill to the Group’s CGUs that are expected to benefit from the synergies of the business combination. Refer to Note B.4 for the details of the goodwill allocation. |
B.7 |
Significant production and growth asset acquisitions |
US$m |
||||
|
||||
Oil and gas properties |
205 |
|||
Exploration and evaluation |
7 |
|||
Cash acquired |
3 |
|||
Payables |
(13) |
|||
Net other assets and liabilities assumed |
10 |
|||
|
||||
Total identifiable net assets at acquisition |
212 |
|||
|
US$m |
||||
|
||||
Purchase cash consideration |
212 |
|||
Transaction costs |
- |
|||
|
||||
Total purchase consideration |
212 |
|||
|
||||
Net cash outflows on acquisition |
212 |
|||
|
Key estimates and judgements (a) Nature of acquisition Judgement was required to determine if the transaction was the acquisition of an asset or a business combination. The Sangomar project was in the early phase of development and a substantive process that had the ability to convert inputs to outputs was not present and therefore the acquisition in 2021 was treated as an asset acquisition . |
B.8 |
Disposal of assets |
US$m |
||||
|
||||
Assets classified as held for sale |
||||
Inventories |
4 |
|||
Oil and gas properties |
618 |
|||
Lease assets |
3 |
|||
Goodwill |
197 |
|||
Other assets |
1 |
|||
|
||||
Total assets held for sale |
823 |
|||
|
||||
Liabilities directly associated with assets held for sale |
||||
Payables |
(26 |
) | ||
Deferred tax liabilities |
(61 |
) | ||
Lease liabilities |
(7 |
) | ||
|
||||
Total liabilities directly associated with assets held for sale |
(94 |
) | ||
|
|
Key estimates and judgements (a) Goodwill allocation In accordance with IAS 36 Impairment of assets The Pluto-Scarborough CGU includes goodwill allocated from the merger with BHPP in 2022. Judgement is required to determine the amount of goodwill allocated to the 10% participating interest in the Scarborough assets being disposed.The Group used fair value measurements of Pluto and Scarborough assets within the CGU as a basis to allocate goodwill between the Pluto and Scarborough assets. The goodwill associated with the participating interest of the Scarborough assets being disposed of was determined based on the percentage participating interest disposed of in proportion to the participating interest being retained. |
Key estimates and judgements (a) Sell-down of Train 2 Given the arrangements include provisions for GIP to sell its 49% interest back to Woodside if the status of key regulatory environmental approvals materially changes and the requirement for Woodside to fund up to $822 million of GIP’s share in the event of a cost overrun, judgement is required to determine if the sell-down of Train 2 constitutes a sale and if a portion of the transaction price should be considered as variable consideration. Judgement was used to determine that the sell-down of Train 2 constituted a sale given the various conditions included in the sale and purchase agreement. The Group determined that a sale occurred as control of the 49% interest was passed to GIP on completion date. Control is determined as the ability to direct the use of, and obtain substantially all of the economic benefits of, the associated interest. Judgement was used to determine if it is highly probable that a significant reversal will not occur in relation to the consideration received. The Group estimated the variable consideration based on the construction capital expenditure cost profile, the development schedule, and assessing the probability and impact of any event which may result in a significant reversal. The constraining estimates of variable consideration have been applied resulting in the initial pre-tax gain on sale of $427 million for the year ended 31 December 2022.The variable consideration is remeasured at each reporting period with any changes recognised through the consolidated income statement. As at 31 December 2023, the variable consideration has been reassessed with no revaluation gain or loss being recognised (2022: $71 million revaluation gain recognised as other income). |
C. |
Debt and capital |
|||
C.1 |
Cash and cash equivalents |
Page F-4
1
| ||
C.2 |
Interest-bearing liabilities and financing facilities |
Page F-4
2
| ||
C.3 |
Contributed equity |
Page F-4
4
| ||
C.4 |
Other reserves |
Page F-4
5
|
C.1 |
Cash and cash equivalents |
2023 US$m |
2022 US$m |
|||||||
Cash and cash equivalents |
||||||||
Cash at bank |
1,198 |
1,222 |
||||||
Term deposits |
542 |
4,967 |
||||||
Restricted cash |
- |
12 |
||||||
Total cash and cash equivalents |
1,740 |
6,201 |
||||||
2023 US$m |
2022 US$m |
|||||||
US dollar |
1,480 |
5,886 |
||||||
Australian dollar |
112 |
182 |
||||||
Other |
148 |
133 |
||||||
Total cash and cash equivalents |
1,740 |
6,201 |
||||||
C.2 |
Interest-bearing liabilities and financing facilities |
Liquidity Facilities |
Bilateral Facilities |
Syndicated Facilities |
JBIC Facility |
US Bonds |
Medium Term Notes |
Total |
||||||||||||||||||||||
US$m |
US$m |
US$m |
US$m |
US$m |
US$m |
US$m |
||||||||||||||||||||||
Year ended 31 December 2023 |
||||||||||||||||||||||||||||
At 1 January 2023 |
- |
(5 |
) |
591 |
83 |
4,084 |
385 |
5,138 |
||||||||||||||||||||
Repayments 1
|
- |
- |
- |
(83 |
) |
- |
(201 |
) |
(284 |
) |
||||||||||||||||||
Fair value adjustment and foreign exchange movement |
- |
- |
- |
- |
- |
16 |
16 |
|||||||||||||||||||||
Transaction costs capitalised and amortised |
(1 |
) |
(1 |
) |
3 |
- |
3 |
- |
4 |
|||||||||||||||||||
Carrying amount at 31 December 2023 |
(1 |
) |
(6 |
) |
594 |
- |
4,087 |
200 |
4,874 |
|||||||||||||||||||
Current 2
|
(1 |
) |
(2 |
) |
(3 |
) |
- |
(3 |
) |
- |
(9 |
) |
||||||||||||||||
Non-current |
- |
(4 |
) |
597 |
- |
4,090 |
200 |
4,883 |
||||||||||||||||||||
Carrying amount at 31 December 2023 |
(1 |
) |
(6 |
) |
594 |
- |
4,087 |
200 |
4,874 |
|||||||||||||||||||
Undrawn balance at 31 December 2023 |
1,800 |
2,250 |
2,000 |
- |
- |
- |
6,050 |
|||||||||||||||||||||
Year ended 31 December 2022 |
||||||||||||||||||||||||||||
At 1 January 2022 |
- |
(4 |
) |
595 |
166 |
4,081 |
592 |
5,430 |
||||||||||||||||||||
Repayments 1
|
- |
- |
- |
(83 |
) |
- |
(200 |
) |
(283 |
) |
||||||||||||||||||
Fair value adjustment and foreign exchange movement |
- |
- |
- |
- |
- |
(7 |
) |
(7 |
) |
|||||||||||||||||||
Transaction costs capitalised and amortised |
- |
(1 |
) |
(4 |
) |
- |
3 |
- |
(2 |
) |
||||||||||||||||||
Carrying amount at 31 December 2022 |
- |
(5 |
) |
591 |
83 |
4,084 |
385 |
5,138 |
||||||||||||||||||||
Current |
- |
(2 |
) |
(3 |
) |
83 |
(3 |
) |
185 |
260 |
||||||||||||||||||
Non-current |
- |
(3 |
) |
594 |
- |
4,087 |
200 |
4,878 |
||||||||||||||||||||
Carrying amount at 31 December 2022 |
- |
(5 |
) |
591 |
83 |
4,084 |
385 |
5,138 |
||||||||||||||||||||
Undrawn balance at 31 December 2022 |
- |
2,050 |
2,000 |
- |
- |
- |
4,050 |
1. |
Included in cash flows classified within financing activities in the consolidated statement of cash flows. |
2. |
The balance relates to capitalised costs to be amortised within the next 12 months. This balance has been reclassified to other assets (current) for presentation on the statement of financial position. |
2023 US$m |
2022 US$m |
|||||||
Due for payment in: |
||||||||
1 year or less |
212 |
483 |
||||||
1-2 years |
1,181 |
206 |
||||||
2-3 years |
962 |
1,181 |
||||||
3-4 years |
907 |
962 |
||||||
4-5 years |
883 |
908 |
||||||
More than 5 years |
1,534 |
2,416 |
||||||
5,679 |
6,156 |
Number of facilities |
Term (years) |
Currency |
Extension option | |||
1 |
5 - 6 |
US$ |
Evergreen | |||
5 |
4 - 5 |
US$ |
Evergreen | |||
4 |
3 - 4 |
US$ |
Evergreen | |||
5 |
3 years or less |
US$ |
Evergreen |
Maturity date |
Currency |
Carrying amount (million) |
Nominal interest rate |
|||||||||
29 January 2027 |
US$ |
200 |
3.07 |
% |
Maturity date |
Carrying amount US$m |
Nominal interest rate |
||||||||||
5 March 2025 |
1,000 |
3.65 |
% | |||||||||
15 September 2026 |
800 |
3.70 |
% | |||||||||
15 March 2028 |
800 |
3.70 |
% | |||||||||
4 March 2029 |
1,500 |
4.50 |
% |
C.3 |
Contributed equity |
Number of shares |
US$m | |||||||||
Year ended 31 December 2023 |
||||||||||
Opening balance |
1,898,749,771 |
29,001 |
||||||||
Amounts as at 31 December 2023 |
1,898,749,771 |
29,001 |
||||||||
Year ended 31 December 2022 |
||||||||||
Opening balance |
969,631,826 |
9,409 |
||||||||
DRP – ordinary shares issued at US$23.14 (2021 final dividend) 1
|
14,348,997 |
332 |
||||||||
Ordinary shares issued at US$21.06 for the acquisition of BHPP 2
|
914,768,948 |
19,265 |
||||||||
Transaction costs associated to the issue of shares |
- |
(5) |
||||||||
Amounts as at 31 December 2022 |
1,898,749,771 |
29,001 |
||||||||
Year ended 31 December 2021 |
||||||||||
Opening balance |
962,225,814 |
9,297 |
||||||||
DRP – ordinary shares issued at US$19.03 (2020 final dividend) |
1,354,072 |
26 |
||||||||
DRP – ordinary shares issued at US$14.21 (2021 interim dividend) |
6,051,940 |
86 |
||||||||
Amounts as at 31 December 2021 |
969,631,826 |
9,409 |
1. |
Relates to ordinary shares issued for the DRP as part of the 2021 final dividend. The Group purchased on-market shares for the issuance of DRP as part of the 2022 interim dividend. Refer to Note C.3(b) for details of the on-market purchases and allocation. |
2. |
914,768,948 new Woodside shares were issued as consideration for the BHPP merger. Refer to Note B.5 for details. |
Employee share plans |
Dividend reinvestment plan |
|||||||||||||||
Number of shares |
US$m |
Number of shares |
US$m |
|||||||||||||
Year ended 31 December 2023 |
||||||||||||||||
Opening balance |
1,873,777 |
(38) |
- |
- |
||||||||||||
Purchases during the year |
2,332,121 |
(57) |
- |
- |
||||||||||||
Vested/allocated during the year |
(2,064,971) |
46 |
- |
- |
||||||||||||
Amounts at 31 December 2023 |
2,140,927 |
(49) |
- |
- |
||||||||||||
Year ended 31 December 2022 |
||||||||||||||||
Opening balance |
1,819,744 |
(30) |
- |
- |
||||||||||||
Purchases during the year |
2,232,589 |
(45) |
6,823,092 |
(144) |
||||||||||||
Vested/allocated during the year |
(2,178,556) |
37 |
(6,823,092) |
144 |
||||||||||||
Amounts at 31 December 2022 |
1,873,777 |
(38) |
- |
- |
||||||||||||
Year ended 31 December 2021 |
||||||||||||||||
Opening balance |
1,766,099 |
(23) |
- |
- |
||||||||||||
Purchases during the year |
2,683,469 |
(47) |
- |
- |
||||||||||||
Vested during the year |
(2,629,824) |
40 |
- |
- |
||||||||||||
Amounts at 31 December 2021 |
1,819,744 |
(30) |
- |
- |
C.4 |
Other reserves |
2023 US$m |
2022 US$m |
2021 US$m |
||||||||||
Other reserves |
||||||||||||
Employee benefits reserve |
290 |
278 |
232 |
|||||||||
Foreign currency translation reserve |
795 |
796 |
793 |
|||||||||
Hedging reserve 1
|
88 |
(586) |
(400) |
|||||||||
Distributable profits reserve 2
|
4,118 |
3,541 |
58 |
|||||||||
Other reserves |
(30) |
2 |
- |
|||||||||
5,261 |
4,031 |
683 |
1. |
For the year ended 31 December 202 3 , the portion of the hedging reserve relating to settled hedges is $80 million (2022: $226 million) . |
2. |
For the year ended 31 December 2023, the Group transferred $4,830 million (2022: $5,553 million) of retained earnings to the distributable profits reserve. The increase was offset by the 2022 final and 2023 interim dividend payments of $4,253 million (2022 interim dividend payment: $2,070million). |
D. |
Other assets and liabilities |
|||
D.1 |
Segment assets and liabilities |
Page F-4 7
| ||
D.2 |
Receivables |
Page F-4 7
| ||
D.3 |
Inventories |
Page F-4 8
| ||
D.4 |
Payables |
Page F-4 8
| ||
D.5 |
Provisions |
Page F- 49
| ||
D.6 |
Other financial assets and liabilities |
Page F-5 1
| ||
D.7 |
Leases |
Page F-5 5
|
D.1 |
Segment assets and liabilities |
2023 US$m |
2022 US$m |
|||||||
|
||||||||
(a) Segment assets |
||||||||
Australia |
31,602 |
31,240 |
||||||
International |
17,923 |
18,084 |
||||||
Marketing 1
|
835 |
182 |
||||||
Corporate/Other 1
|
5,001 |
9,815 |
||||||
|
||||||||
55,361 |
59,321 |
|||||||
|
2023 US$m |
2022 US$m |
|||||||
|
||||||||
(b) Segment liabilities |
||||||||
Australia 2
|
7,833 |
7,552 |
||||||
International |
2,624 |
2,677 |
||||||
Marketing 1
|
751 |
561 |
||||||
Corporate/Other 1,2
|
8,983 |
11,404 |
||||||
|
||||||||
20,191 |
22,194 |
|||||||
|
1. |
In 2023, certain shipping activities are now undertaken by the Marketing segment. As a result of this change, $539 million of lease assets and $677 million of lease liabilities are now reported within the Marketing segment as at 31 December 2023. The impact of this change on revenue and expenses is not material. |
2. |
2022 comparatives have been revised to reflect the appropriate allocation of intercompany liabilities between Australia and Corporate/Other segments post-merger. As a result of this change, $552 million has been reclassified to the Corporate/Other segment. |
D.2 |
Receivables |
2023 US$m |
2022 US$m |
|||||||
|
||||||||
(a) Receivables (current) |
||||||||
Trade receivables 1
|
963 |
1,067 |
||||||
Other receivables 1
|
456 |
381 |
||||||
Loans receivable |
73 |
76 |
||||||
Lease receivables |
24 |
35 |
||||||
Interest receivable |
1 |
19 |
||||||
|
||||||||
1,517 |
1,578 |
|||||||
|
||||||||
(b) Receivables (non-current) |
||||||||
Other receivables |
21 |
75 |
||||||
Loans receivable |
771 |
724 |
||||||
Lease receivables |
47 |
46 |
||||||
|
||||||||
839 |
845 |
|||||||
|
1. |
Interest-free and settlement terms are usually between 14 and 30 days. |
D.3 |
Inventories |
2023 US$m |
2022 US$m |
|||||||
|
||||||||
(a) Inventories (current) |
||||||||
Petroleum products |
||||||||
Goods in transit |
41 |
95 |
||||||
Finished stocks |
93 |
103 |
||||||
Warehouse stores and materials |
476 |
480 |
||||||
Carbon credits 1
|
6 |
- |
||||||
|
||||||||
616 |
678 |
|||||||
|
||||||||
(b) Inventories (non-current)
|
||||||||
Warehouse stores and materials |
3 |
11 |
||||||
Carbon credits 1
|
117 |
54 |
||||||
|
||||||||
120 |
65 |
|||||||
|
1. |
Inventories include carbon credits which w ere previously presented within other assets (non-current). The 2022 amounts have been reclassified to be presented on the same basis. |
D.4 |
Payables |
2023 US$m |
2022 US$m |
|||||||
Trade and other payables 1
|
1,655 |
2,029 |
||||||
Interest payable 2
|
69 |
65 |
||||||
|
1,724 |
2,094 |
1. |
Interest-free and normally settled on 30 day terms. |
2. |
Details regarding interest-bearing liabilities are contained in Note C.2. |
D.5 |
Prov i sions |
Restoration 1
US$m |
Employee benefits US$m |
Onerous contracts US$m |
Other US$m |
Total US$m |
||||||||||||||||
Year ended 31 December 2023 |
||||||||||||||||||||
At 1 January 2023 |
6,253 |
517 |
- |
409 |
7,179 |
|||||||||||||||
Change in provision |
664 |
5 |
- |
(128 |
) |
541 |
||||||||||||||
Unwinding of present value discount |
237 |
- |
- |
- |
237 |
|||||||||||||||
Carrying amount at 31 December 2023 |
7,154 |
522 |
- |
281 |
7,957 |
|||||||||||||||
Current |
1,011 |
351 |
- |
144 |
1,506 |
|||||||||||||||
Non-current |
6,143 |
171 |
- |
137 |
6,451 |
|||||||||||||||
Net carrying amount |
7,154 |
522 |
- |
281 |
7,957 |
|||||||||||||||
Year ended 31 December 2022 |
||||||||||||||||||||
At 1 January 2022 |
2,218 |
286 |
214 |
106 |
2,824 |
|||||||||||||||
Acquisitions through business combination 2
|
4,310 |
329 |
- |
165 |
4,804 |
|||||||||||||||
Change in provision |
(382) |
(98) |
(216) |
137 |
(559) |
|||||||||||||||
Unwinding of present value discount |
107 |
- |
2 |
1 |
110 |
|||||||||||||||
Carrying amount at 31 December 2022 |
6,253 |
517 |
- |
409 |
7,179 |
|||||||||||||||
Current |
575 |
331 |
- |
313 |
1,219 |
|||||||||||||||
Non-current |
5,678 |
186 |
- |
96 |
5,960 |
|||||||||||||||
Net carrying amount |
6,253 |
517 |
- |
409 |
7,179 |
1. |
2023 change in provision is due to increase in estimates of $1,111 million and accretion of $237 million offset by provisions used of $447 million. Changes in estimates are due to new activities, revisions to cost and removal scope assumptions and rate escalations, supported by the most recent estimates and benchmarks and the alignment of the ‘expected value approach’ across all assets.
|
2. |
Refer to Note B.5 for details of business combination. |
Key estimates and judgements (a) Restoration obligations The Group estimates the future decommissioning and remediation costs of offshore oil and gas platforms, offshore and onshore production facilities, wells and pipelines at different stages of the development and construction of assets or facilities. In many instances, decommissioning of assets occurs many years into the future. The Group’s restoration obligations are based on compliance with the requirements of relevant regulations which vary for different jurisdictions. For example Australian regulations require full removal for offshore assets unless regulator approval is received to decommission in-situ. It is currently the Group’s assumption that in some regulatory jurisdictions and environments, certain infrastructures are decommissioned in-situ where it can be demonstrated that this will deliver equal or better environmental outcomes than full removal and that regulatory approval is obtained where arrangements are satisfactory to the regulator. The Group maintains technical expertise to ensure that industry learnings, scientific research and local and international guidelines are reviewed in assessing its restoration obligations.The restoration obligation requires judgemental assumptions regarding removal date, environmental legislation and regulations, the extent of restoration activities required, the engineering methodology for estimating cost, technologies used in determining the decommissioning cost, and liability-specific discount rates to determine the present value of these cash flows. For the year ended 31 December 2022, the Group applied either the ‘expected outcome’ approach or ‘expected value’ approach in assessing the cost estimate. Both approaches are supported by IAS 37 Provisions, Contingent liabilities and Contingent Assets held by both heritage entities.For the year ended 31 December 2023, the Group has aligned to the ‘expected value’ approach and consistently applied it across all assets. This has not resulted in a material change to the prior estimate. The alignment reflects a change to the estimate and not a policy change, therefore no retrospective restatement is required. Expected value approach For both onshore and offshore assets, provision has been made taking into consideration a risked range of possible removal outcomes, including full removal of certain assets or project-specific risks (where applicable). Individual site provisions are an estimate of the expected value of future cash flows required to rehabilitate the relevant site using current restoration standards and techniques and taking into account risks and uncertainties. Individual site provisions are discounted to their present value using risk free country-specific discount rates aligned to the estimated timing of cash outflows. This approach takes into consideration the possibility that full removal of all assets may be required. Inherent uncertainties The basis of the restoration obligation provision for assets with approved decommissioning plans or general directions issued by the regulator can differ from the assumptions disclosed above. Whilst the provisions reflect the Group’s best estimate based on current knowledge and information, further studies and detailed analysis of the restoration activities for individual assets will be ongoing to ensure that the most accurate information is available when detailed decommissioning plans are required to be submitted to the relevant regulatory authorities. Actual costs and cash outflows can materially differ from the current estimate as a result of changes in regulations and their application, prices, analysis of site conditions, further studies, timing of restoration and changes in removal technology. These uncertainties may result in actual expenditure differing from amounts included in the provision recognised as at 31 December 2023. A range of
pre-tax discount rates between 3.7% and 5.0% (2022: 3.4% to 4.7%) has been applied. If the discount rates were decreased by 0.5% then the provision would be $365non-current balance not expected to be settled within 10 years is 55% (2022: 54%).( b ) Onerous contractsThe onerous contract provision assessment requires management to make certain estimates regarding the unavoidable costs and the expected economic benefits from the contract. These estimates require significant management judgement and are subject to risk and uncertainty, and hence changes in economic conditions can affect the assumptions. As at 31 December 2023, the Corpus Christi contract has a positive value and therefore is not currently onerous (2022: nil onerous contract provision). Changes in assumptions predominantly relating to the narrowing of the spread between the sales price and purchase price could result in the contract becoming onerous in the future. |
Assumptions used to determine the present value as at 31 December 2023 are set out below: · Discount rate – a pre-tax, risk free US government bond rate of 4.04% (2022: 4.10%) has been applied.· LNG pricing – forecast sales and purchase prices are subject to a number of price markers. Price assumptions are based on the best information on the market available at measurement date and derived from short- and long-term views of global supply and demand, building upon past experience of the industry and consistent with external sources. The forecasted sales are linked to gas hub prices (Title Transfer Facility (TTF)) at which physical sales are expected to occur and incorporate known sales pricing information1 . The long-term gas sales price is estimated on the basis of the Group’s Brent price forecast. The estimated purchase price is linked to US gas hub prices (Henry Hub (HH)) at which physical purchases are expected to occur. The nominal TTF, Brent oil prices and HH gas prices used at 31 December 2023 were: |
2024 |
2025 |
2026 |
2027 |
2028 |
||||||||||||||||||||
|
TTF (US$/MMBtu) |
13.9 |
14.2 |
8.8 |
8.9 |
9.1 |
||||||||||||||||||
Brent (US$/bbl) |
82 |
80 |
76 |
77 |
79 |
² |
||||||||||||||||||
HH (US$/MMBtu) |
3.4 |
3.5 |
3.5 |
3.5 |
3.6 |
3 |
1. For committed volumes, contracted pricing has been applied. 2. Long-term oil prices are based on US$70/bbl (2022 real terms) from 2026 and prices are escalated at 2.0% onwards. 3. Long-term gas prices are based on US$3.2/MMBtu (2022 real terms) from 2026 and US$3.8/MMBtu (2022 real terms) from 2030. All long-term prices are escalated at 2.0%. |
D.6 |
Other financial assets and liabilities |
2023 US$m |
2022 US$m |
|||||||
|
||||||||
Other financial assets |
||||||||
Financial instruments at fair value through profit and loss |
||||||||
Derivative financial instruments designated as hedges |
248 |
207 |
||||||
Other financial assets |
53 |
22 |
||||||
Financial instruments at amortised cost |
||||||||
Hedge collateral (including interest) |
- |
509 |
||||||
Other financial assets |
- |
30 |
||||||
Financial instruments at fair value through other comprehensive income |
||||||||
Other financial assets |
28 |
29 |
||||||
|
||||||||
Total other financial assets |
329 |
797 |
||||||
|
||||||||
Current |
209 |
677 |
||||||
Non-current |
120 |
120 |
||||||
|
||||||||
Net carrying amount |
329 |
797 |
||||||
|
||||||||
Other financial liabilities |
||||||||
Financial instruments at fair value through profit and loss |
||||||||
Derivative financial instruments designated as hedges |
74 |
721 |
||||||
Embedded derivative |
35 |
- |
||||||
|
||||||||
Total other financial liabilities |
109 |
721 |
||||||
|
||||||||
Current |
67 |
654 |
||||||
Non-current |
42 |
67 |
||||||
|
||||||||
Net carrying amount |
109 |
721 |
||||||
|
· |
As at 31 December 2023, the Group hedged approximately $75.729.3 MMboe of 2024 production at an average price of approximately |
· |
Through the use of foreign exchange forward contracts, the Group hedged its Australian dollar to US dollar exchange rate in relation to a portion of the Australian dollar denominated capital expenditure expected to be incurred under the Scarborough development. |
· |
In 2022, the Group placed $506 million (excluding interest) as collateral against the oil hedge positions to reduce counterparty credit risk exposure. The collateral was returned to the Group in 2023.
|
· |
Through the use of foreign exchange forward contracts, the Group also hedged its Australian dollar to US dollar exchange rate in relation to the Australian dollar denominated tax payments which have matured. |
2023 |
2022 |
|||||||
Oil swaps (cash flow hedges) |
||||||||
Carrying amount (US$m) |
(14) |
(114 |
) | |||||
Notional amount (MMbbl) 1
|
29 |
18 |
||||||
Maturity date |
2024 |
2023 |
||||||
Hedge ratio |
1:1 |
1:1 |
||||||
Weighted average hedged rate (US$/MMbbl) |
76 |
79 |
||||||
HH Corpus Christi commodity swaps (cash flow hedges) |
||||||||
Carrying amount (US$m) |
(44) |
26 |
||||||
Notional amount (TBtu) 1
|
38 |
58 |
||||||
Maturity date |
2024-2025 |
2023-2024 |
||||||
Hedge ratio |
1:1 |
1:1 |
||||||
Weighted average hedged rate (US$/MMBtu) |
4 |
4 |
||||||
TTF Corpus Christi commodity swaps (cash flow hedges) |
||||||||
Carrying amount (US$m) |
181 |
(469 |
) | |||||
Notional amount (TBtu) 1
|
32 |
50 |
||||||
Maturity date |
2024-2025 |
2023-2024 |
||||||
Hedge ratio |
1:1 |
1:1 |
||||||
Weighted average hedged rate (US$/MMBtu) |
18 |
16 |
||||||
Interest rate swap (cash flow hedges) |
||||||||
Carrying amount (US$m) |
43 |
55 |
||||||
Notional amount (US$m) 1
|
600 |
600 |
||||||
Maturity date |
2027 |
2027 |
||||||
Hedge ratio |
1:1 |
1:1 |
||||||
Weighted average hedged rate |
1.7% |
1.7% |
||||||
Cross currency interest rate swap (cash flow and fair value hedges) |
||||||||
Carrying amount (US$m) |
- |
5 |
||||||
Notional amount (Swiss Franc) 1
|
- |
175 |
||||||
Maturity date |
- |
2023 |
||||||
Hedge ratio |
- |
1:1 |
||||||
Weighted average hedged rate |
- |
|
+2.8% |
| ||||
FX forwards (cash flow hedges) |
||||||||
Carrying amount (US$m) |
8 |
(17 |
) | |||||
Notional amount (AUD$m) 1
|
1,834 |
1,037 |
||||||
Maturity date |
2024-2025 |
2023-2025 |
||||||
Hedge Ratio |
1:1 |
1:1 |
||||||
Weighted average hedged rate (AUD:USD) |
0.68 |
0.68 |
1. |
The notional amounts relate to unrealised volumes of the hedge item included in the cash flow hedge reserve. |
Key estimates and judgements (a) Embedded commodity derivative The fair value of the Perdaman embedded derivative has been estimated using a Monte Carlo simulation model. The assessment requires management to make certain assumptions about the model inputs, including forecast cash flows, discount rate, credit risk and volatility. These assumptions require significant management judgement and are subject to risk and uncertainty. The present value of the embedded derivative was estimated using the assumptions set out below. · Inflation rate – 2.5% has been applied.· Discount rate – a pre-tax interest rate curve (range: 5.39% to 7.12%).· Domestic gas pricing – forecast sales are subject to urea pricing. Price assumptions are based on the best market information available at measurement date and derived from short- and long-term views of global supply and demand, building upon past experience of the industry and consistent with external sources. The long-term urea price is determined with reference to the prevailing gas hub (Title Transfer Facility (TTF)) prices available in the market at reporting date.The embedded derivative is most sensitive to changes in discount rates and pricing, which may result in unrealised gains or losses recognised in other income/expenses in the future. The nominal impact of the effects of changes to discount rate and long-term price assumptions are estimated as follows: |
|
Change in assumption 1
|
US$m |
||||||
Urea sales price: increase of 10% |
145 |
|||||||
Urea sales price: decrease of 10% |
(145 |
) |
||||||
Discount rate: increase of 1.5% 2
|
(208 |
) |
||||||
Discount rate: decrease of 1.5% 2
|
258 |
1. Amounts shown represent the change of the present value of the contract keeping all other variables constant. 2. A change of 1.5% represents 150 basis points. |
D.7 |
Leases |
Land and buildings |
Plant and equipment |
Total | ||||||||||
US$m |
US$m |
US$m | ||||||||||
Lease assets |
||||||||||||
Year ended 31 December 2023 |
||||||||||||
Carrying amount at 1 January 2023 |
464 |
800 |
1,264 |
|||||||||
Additions |
8 |
120 |
128 |
|||||||||
Transfer to assets held for sale 1
|
- |
(3) |
(3) |
|||||||||
Lease remeasurements |
7 |
184 |
191 |
|||||||||
Depreciation |
(49) |
(301) |
(350) |
|||||||||
Carrying amount at 31 December 2023 |
430 |
800 |
1,230 |
|||||||||
At 31 December 2023 |
||||||||||||
Historical cost and remeasurements |
600 |
1,612 |
2,212 |
|||||||||
Accumulated depreciation, impairment and disposals |
(170) |
(812) |
(982) |
|||||||||
Net carrying amount |
430 |
800 |
1,230 |
|||||||||
Lease liabilities |
||||||||||||
Year ended 31 December 2023 |
||||||||||||
At 1 January 2023 |
623 |
1,011 |
1,634 |
|||||||||
Additions |
24 |
121 |
145 |
|||||||||
Transfer to liabilities directly associated with assets held for sale 1
|
- |
(7) |
(7) |
|||||||||
Repayments (principal and interest) |
(78) |
(391) |
(469) |
|||||||||
Accretion of interest |
27 |
75 |
102 |
|||||||||
Lease remeasurements |
11 |
199 |
210 |
|||||||||
Carrying amount at 31 December 2023 |
607 |
1,008 |
1,615 |
|||||||||
Current |
54 |
244 |
298 |
|||||||||
Non-current |
553 |
764 |
1,317 |
|||||||||
Carrying amount at 31 December 2023 |
607 |
1,008 |
1,615 |
|||||||||
Lease assets |
||||||||||||
Year ended 31 December 2022 |
||||||||||||
Carrying amount at 1 January 2022 |
377 |
703 |
1,080 |
|||||||||
Acquisitions through business combination 2
|
120 |
22 |
142 |
|||||||||
Additions |
4 |
238 |
242 |
|||||||||
Lease remeasurements |
5 |
103 |
108 |
|||||||||
Depreciation |
(42) |
(266) |
(308) |
|||||||||
Carrying amount at 31 December 2022 |
464 |
800 |
1,264 |
|||||||||
At 31 December 2022 |
||||||||||||
Historical cost and remeasurements |
591 |
1,311 |
1,902 |
|||||||||
Accumulated depreciation, impairment and disposals |
(127) |
(511) |
(638) |
|||||||||
Net carrying amount |
464 |
800 |
1,264 |
|||||||||
Lease liabilities |
||||||||||||
Year ended 31 December 2022 |
||||||||||||
At 1 January 2022 |
437 |
930 |
1,367 |
|||||||||
Acquisitions through business combination 2
|
245 |
23 |
268 |
|||||||||
Additions |
1 |
189 |
190 |
|||||||||
Repayments (principal and interest) |
(60) |
(305) |
(365) |
|||||||||
Accretion of interest |
25 |
78 |
103 |
|||||||||
Lease remeasurements |
(25) |
96 |
71 |
|||||||||
Carrying amount at 31 December 2022 |
623 |
1,011 |
1,634 |
|||||||||
Current |
48 |
276 |
324 |
|||||||||
Non-current |
575 |
735 |
1,310 |
|||||||||
Carrying amount at 31 December 2022 |
623 |
1,011 |
1,634 |
1. |
Refer to Note B.8 for details of the sell-down of the Scarborough Joint Venture. |
2. |
Refer to Note B.5 for details of business combination. |
|
2023 US$m |
|
|
2022 US$m |
| |||
Due for payment in: |
||||||||
1 year or less |
415 |
433 |
||||||
1-2 years |
240 |
272 |
||||||
2-3 years |
194 |
199 |
||||||
3-4 years |
180 |
186 |
||||||
4-5 years |
181 |
176 |
||||||
More than 5 years |
1,032 |
966 |
||||||
2,242 |
2,232 |
|
2023 US$m |
|
|
2022 US$m |
| |||
Due for payment in: |
||||||||
Within one year |
33 |
67 |
||||||
After one year but not more than five years |
889 |
263 |
||||||
Later than five years |
1,242 |
1,288 |
||||||
2,164 |
1,618 |
Key estimates and judgements (a) Control Judgement is required to assess whether a contract is or contains a lease at inception by assessing whether the Group has the right to direct the use of the identified asset and obtain substantially all the economic benefits from the use of that asset. (b) Lease term Judgement is required when assessing the term of the lease and whether to include optional extension and termination periods. Option periods are only included in determining the lease term at inception when they are reasonably certain to be exercised. Lease terms are reassessed when a significant change in circumstances occurs. On this basis, possible additional lease payments amounting to $2,000 million (2022: $2,323 (c) lnterest in joint arrangements Judgement is required to determine the Group’s rights and obligations for lease contracts within joint operations, to assess whether lease liabilities are recognised gross (100%) or in proportion to the Group’s participating interest in the joint operation. This includes an evaluation of whether the lease arrangement contains a sublease with the joint operation. (d) Discount rates Judgement is required to determine the discount rate, where the discount rate is the Group’s incremental borrowing rate if the rate implicit in the lease cannot be readily determined. The incremental borrowing rate is determined with reference to the Group’s borrowing portfolio at the inception of the arrangement or the time of the modification. |
E. |
Other items |
|||
E.1 |
Contingent liabilities and assets |
Page F-59
| ||
E.2 |
Employee benefits |
Page F-59
| ||
E.3 |
Related party transactions |
Page F-61
| ||
E.4 |
Auditor remuneration |
Page F-61
| ||
E.5 |
Events after the end of the reporting period |
Page F-61
| ||
E.6 |
Joint arrangements |
Page F-61
| ||
E.7 |
Parent entity information |
Page F-63
| ||
E.8 |
Subsidiaries |
Page F-63
| ||
E.9 |
Other accounting policies |
Page F-67
|
E.1 |
Contingent liabilities and assets |
2023 US$m |
2022 US$m | |||||||
Contingent liabilities at reporting date |
||||||||
Contingent liabilities |
260 |
161 |
||||||
Guarantees |
2 |
2 |
||||||
262 |
163 |
E.2 |
Employee benefits |
2023 US$m |
2022 US$m |
2021 US$m |
||||||||||
Employee benefits |
494 |
415 |
217 |
|||||||||
Share-based payments |
39 |
26 |
12 |
|||||||||
Defined contribution plan costs |
53 |
41 |
26 |
|||||||||
Defined benefit plan expense |
17 |
9 |
1 |
|||||||||
603 |
491 |
256 |
2023 US$ |
2022 US$ |
2021 US$ |
||||||||||
Short-term employee benefits 1
|
5,245,763 |
5,730,340 |
6,626,354 |
|||||||||
Post-employment benefits 1
|
215,856 |
155,086 |
88,396 |
|||||||||
Share-based payments 2
|
3,693,072 |
3,114,043 |
5,697,529 |
|||||||||
Long-term employee benefits |
213,562 |
4,300 |
717,223 |
|||||||||
Termination benefits |
- |
152,531 |
2,447,525 |
|||||||||
9,368,253 |
9,156,300 |
15,577,027 |
1. |
In the prior reporting period, the 2021 comparatives for short-term employee benefits and post-employment benefits were restated to include the superannuation component of the 2021 EIS cash and other cash bonuses for three key management personnel, increasing the short-term employee benefits expense by $26,676 to $6,626,354 and the post-employee benefits expense by $10,881 to $88,396. |
2. |
In the prior reporting period, the 2021 comparative for share-based payments was restated to include amortisation of the fair value of 2021 performance rights for two key management personnel, increasing the expense by $88,507 to $5,697,529. |
Number of performance awards |
||||||||||||||||
Employee plans |
Executive plans |
|||||||||||||||
WEP |
SWEP |
STA 4
|
LTA 4
|
|||||||||||||
Year ended 31 December 202 3
|
||||||||||||||||
Opening balance |
6,629,681 |
2,884,076 |
993,197 |
2,554,422 |
||||||||||||
Granted during the year 1,2,3
|
3,445,234 |
100,811 |
420,429 |
658,969 |
||||||||||||
Vested during the year |
(600,271 |
) |
(1,071,291 |
) |
(286,979 |
) |
(106,430 |
) | ||||||||
Forfeited during the year |
(349,204 |
) |
(357,023 |
) |
(60,410 |
) |
(410,409 |
) | ||||||||
Awards at 31 December 202 3
|
9,125,440 |
1,556,573 |
1,066,237 |
2,696,552 |
||||||||||||
US$m |
US$m |
US$m |
US$m |
|||||||||||||
Fair value of awards granted during the year |
60 |
2 |
10 |
12 |
Number of performance awards |
||||||||||||||||
Employee plans |
Executive plans |
|||||||||||||||
WEP |
SWEP |
STA 4
|
LTA 4
|
|||||||||||||
Year ended 31 December 202 2
|
||||||||||||||||
Opening balance |
5,649,783 |
- |
994,436 |
2,379,220 |
||||||||||||
Granted during the year 1,2,3
|
3,017,366 |
3,046,963 |
495,800 |
764,171 |
||||||||||||
Vested during the year |
(1,498,065 |
) |
(38,146 |
) |
(450,609 |
) |
(191,736 |
) | ||||||||
Forfeited during the year |
(539,403 |
) |
(124,741 |
) |
(46,430 |
) |
(397,233 |
) | ||||||||
Awards at 31 December 202 2
|
6,629,681 |
2,884,076 |
993,197 |
2,554,422 |
||||||||||||
US$m |
US$m |
US$m |
US$m |
|||||||||||||
Fair value of awards granted during the year |
49 |
60 |
9 |
13 |
1. |
For the purpose of valuation, the share price on grant date for the 2023 WEP allocations was $17.54 (2022: $16.30). |
2. |
For the purpose of valuation, the share price on grant date for the 2023 SWEP allocations was $20.78 (2022: $19.74). |
3. |
For the purpose of valuation, the share price on grant date for Restricted Shares was $23.48 and $23.33 (2022: $19.20 and $19.27) and Performance Rights was $15.96 (2022: $13.08 and $13.71). |
4. |
Includes awards issued under Executive Incentive Plan (EIP), EIS and PBP Plus. |
E.3 |
Related party transactions |
E.4 |
Auditor remuneration |
E.5 |
Events after the end of the reporting period |
E.6 |
Joint arrangements |
Group Interest % |
||||||||||
Entity |
Principal activity |
2023 |
2022 |
|||||||
North West Shelf Gas Pty Ltd |
Contract administration services for venturers for LNG sales to Japan. Marketing and administration services for venturers for gas processing. |
33.3 |
33.3 |
|||||||
North West Shelf Liaison Company Pty Ltd |
Liaison for ventures in the sale of LNG to the Japanese market. |
33.3 |
33.3 |
|||||||
China Administration Company Pty Ltd |
Contract administration services for venturers for LNG sales to China. |
33.3 |
33.3 |
|||||||
North West Shelf Shipping Service Company Pty Ltd |
LNG vessel fleet advisor. |
33.3 |
33.3 |
|||||||
North West Shelf Lifting Coordinator Pty Ltd |
Allocating, scheduling and administering the lifting of LNG and pipeline gas. |
33.3 |
33.3 |
Group Interest % |
||||||||
2023 |
2022 |
|||||||
Producing and developing assets |
||||||||
Australia |
||||||||
North West Shelf |
25.0 - 66.7 |
25.0 - 66.7 |
||||||
Greater Enfield and Vincent |
60.0 |
60.0 |
||||||
Balnaves |
65.0 |
65.0 |
||||||
Pluto |
90.0 |
90.0 |
||||||
Wheatstone |
13.0 - 65.0 |
13.0 - 65.0 |
||||||
Bass Strait |
25.0 - 50.0 |
25.0 - 50.0 |
||||||
Macedon |
71.4 |
71.4 |
||||||
Pyrenees |
40.0 - 71.4 |
40.0 - 71.4 |
||||||
Griffin |
45.0 - 71.0 |
45.0 - 71.0 |
||||||
Minerva |
90.0 |
90.0 |
||||||
International |
||||||||
Sangomar |
82.0 |
82.0 |
||||||
Atlantis |
44.0 |
44.0 |
||||||
Mad Dog |
23.9 |
23.9 |
||||||
Shenzi |
72.0 |
72.0 |
||||||
Trion |
60.0 |
60.0 |
||||||
Greater Angostura |
45.0 - 68.5 |
45.0 - 68.5 |
||||||
Calypso |
70.0 |
70.0 |
||||||
Exploration and evaluation assets |
||||||||
Oceania |
||||||||
Browse Basin |
30.6 |
30.6 |
||||||
Carnarvon Basin |
31.6 - 70.0 |
31.6 - 70.0 |
||||||
Bonaparte Basin |
26.7 - 35.0 |
26.7 - 35.0 |
||||||
Africa |
||||||||
Congo |
22.5 |
22.5 |
||||||
Senegal |
90.0 |
90.0 |
||||||
Egypt |
25.0 - 45.0 |
25.0 - 45.0 |
||||||
Americas |
||||||||
US Gulf of Mexico 1
|
23.9 - 75.0 |
23.9 - 75.0 |
||||||
Kitimat |
50.0 |
50.0 |
||||||
Asia |
||||||||
Republic of Korea 2
|
- |
50.0 |
||||||
Myanmar 3
|
45.0 |
40.0 - 45.0 |
||||||
Caribbean |
||||||||
Barbados |
60.0 |
60.0 |
||||||
Trinidad & Tobago 4
|
70.0 |
65.0 - 70.0 |
||||||
Other joint operations |
||||||||
Angel |
20.0 |
20.0 |
||||||
Bonaparte Basin |
21.0 |
21.0 |
1. |
The Group relinquished permits GC 520, GC564, AC 39, AC 127 and AC170 in 2023 |
2. |
The Group relinquished permits 8 and 6-1N in 2023. |
3. |
The Group relinquished permit A-6 in 2023. |
4. |
The Group relinquished permit TTDA-5 in 2023. |
Key estimates and judgements (a) Accounting for interests in other entities Judgement is required in assessing the level of control obtained in a transaction to acquire an interest in another entity. Depending upon the facts and circumstances in each case, Woodside may obtain control, joint control or significant influence over the entity or arrangement. Judgement is applied when determining the relevant activities of a project and if joint control is held over it. Relevant activities include, but are not limited to, work program and budget approval, investment decision approval, voting rights in joint operating committees, amendments to permits and changes to joint arrangement participant holdings. Transactions which give Woodside control of a business are business combinations. If Woodside obtains joint control of an arrangement, judgement is also required to assess whether the arrangement is a joint operation or a joint venture. If Woodside has neither control nor joint control, it may be in a position to exercise significant influence over the entity, which is then accounted for as an associate. |
· |
assets, including its share of any assets held jointly; |
· |
liabilities, including its share of any liabilities incurred jointly; |
· |
revenue from the sale of its share of the output arising from the joint operation; |
· |
share of revenue from the sale of the output by the joint operation; and expenses, including its share of any expenses incurred jointly. |
E.7 |
Parent entity information |
E.8 |
Subsidiaries |
Name of entity |
Country of incorporation 19
|
Notes | ||||||
Ultimate Parent Entity |
||||||||
Woodside Energy Group Ltd |
Australia |
(1,2,3 |
) | |||||
Subsidiaries |
||||||||
Company name |
||||||||
Woodside Energy Ltd |
Australia |
(2,3,4 |
) | |||||
Woodside Browse Pty Ltd |
Australia |
(2,4 |
) | |||||
Woodside Burrup Pty Ltd |
Australia |
(2,3,4 |
) | |||||
Burrup Facilities Company Pty Ltd |
Australia |
(5 |
) | |||||
Burrup Train 1 Pty Ltd |
Australia |
(5 |
) | |||||
Pluto LNG Pty Ltd |
Australia |
(5 |
) | |||||
Woodside Burrup Train 2 A Pty Ltd |
Australia |
(2,4 |
) | |||||
Woodside Burrup Train 2 B Pty Ltd |
Australia |
(2,4 |
) | |||||
Woodside Energy (LNG Fuels and Power) Pty Ltd |
Australia |
(2,4 |
) | |||||
Woodside Energy (Domestic Gas) Pty Ltd |
Australia |
(2,4 |
) |
Name of entity |
Country of incorporation 19
|
Notes | ||||||
Woodside Energy (Algeria) Pty Ltd |
Australia |
(2,4 |
) | |||||
Woodside Energy Australia Asia Holdings Pte Ltd |
Singapore |
(4 |
) | |||||
Woodside Energy Holdings International Pty Ltd |
Australia |
(2,4 |
) | |||||
Woodside Energy International (Canada) Limited |
Canada |
(4 |
) | |||||
Woodside Energy (Canada LNG) Limited |
Canada |
(4 |
) | |||||
Woodside Energy (Canada PTP) Limited |
Canada |
(4 |
) | |||||
KM LNG Operating General Partnership |
Canada |
(9 |
) | |||||
KM LNG Operating Ltd |
Canada |
(4 |
) | |||||
Woodside Energy Holdings Pty Ltd |
Australia |
(2,3,4 |
) | |||||
Woodside Energy Holdings (USA) Inc |
United States |
(4 |
) | |||||
Woodside Energy (USA) Inc |
United States |
(4 |
) | |||||
Gryphon Exploration Company |
United States |
(4 |
) | |||||
PT Woodside Energy Indonesia |
Indonesia |
(6 |
) | |||||
Woodside Energy (Cameroon) SARL |
Cameroon |
(4 |
) | |||||
Woodside Energy (Gabon) Pty Ltd |
Australia |
(2,4 |
) | |||||
Woodside Energy (Indonesia) Pty Ltd |
Australia |
(2,4 |
) | |||||
Woodside Energy (Indonesia II) Pty Ltd |
Australia |
(2,4 |
) | |||||
Woodside Energy (Malaysia) Pty Ltd |
Australia |
(2,4 |
) | |||||
Woodside Energy (Ireland) Pty Ltd |
Australia |
(2,4 |
) | |||||
Woodside Energy (Korea) Pte Ltd |
Singapore |
(4 |
) | |||||
Woodside Energy (Korea II) Pte Ltd |
Singapore |
(4 |
) | |||||
Woodside Energy (Myanmar) Pte Ltd |
Singapore |
(4 |
) | |||||
Woodside Energy (Morocco) Pty Ltd |
Australia |
(2,4 |
) | |||||
Woodside Energy (New Zealand) Limited |
New Zealand |
(4 |
) | |||||
Woodside Energy Holdings (New Zealand) Limited |
New Zealand |
(4 |
) | |||||
Woodside Energy (Peru) Pty Ltd |
Australia |
(2,4 |
) | |||||
Woodside Energy (Senegal) Pty Ltd |
Australia |
(2,4 |
) | |||||
Woodside Energy (Tanzania) Limited |
Tanzania |
(7 |
) | |||||
Woodside Energy Holdings II Pty Ltd |
Australia |
(2,4 |
) | |||||
Woodside Power Pty Ltd |
Australia |
(2,4 |
) | |||||
Woodside Power (Generation) Pty Ltd |
Australia |
(2,4 |
) | |||||
Woodside Energy Holdings (South America) Pty Ltd |
Australia |
(2,4 |
) | |||||
Woodside Energia (Brasil) Apoio Administrativo Ltda |
Brazil |
(8 |
) | |||||
Woodside Energy Holdings (UK) Pty Ltd |
Australia |
(2,4 |
) | |||||
Woodside Energy (UK) Limited |
United Kingdom |
(4 |
) | |||||
Woodside Energy Finance (UK) Limited |
United Kingdom |
(4 |
) | |||||
Woodside Energy (Congo) Limited |
United Kingdom |
(4 |
) | |||||
Woodside Energy (Bulgaria) Limited |
United Kingdom |
(4 |
) | |||||
Woodside Energy Holdings (Senegal) Limited |
United Kingdom |
(4 |
) | |||||
Woodside Energy (Senegal) B.V. |
Netherlands |
(4 |
) | |||||
Woodside Energy (France) SAS |
France |
(4 |
) | |||||
Woodside Energy Iberia S.A. |
Spain |
(4 |
) | |||||
Woodside Energy (N.A.) Limited |
United Kingdom |
(4 |
) | |||||
Woodside Energy Services (Qingdao) Co Ltd |
China |
(4 |
) | |||||
Woodside Energy Julimar Pty Ltd |
Australia |
(2,3,4 |
) | |||||
Woodside Energy (Norway) Pty Ltd |
Australia |
(2,4 |
) | |||||
Woodside Energy Technologies Pty Ltd |
Australia |
(2,4,14 |
) | |||||
Woodside Technology Solutions Pty Ltd |
Australia |
(2,4 |
) | |||||
Woodside Energy Scarborough Pty Ltd |
Australia |
(2,3,4 |
) | |||||
Woodside Energy Carbon Holdings Pty Ltd |
Australia |
(2,4 |
) | |||||
Woodside Energy Carbon (Assets) Pty Ltd |
Australia |
(2,4 |
) | |||||
Woodside Energy Carbon (Services) Pty Ltd |
Australia |
(2,4 |
) | |||||
Woodside Energy (Financial Advisory Services) Pty Ltd |
Australia |
(2,4 |
) | |||||
Woodside Energy Trading Singapore Pte Ltd |
Singapore |
(4 |
) | |||||
WelCap Insurance Pte Ltd |
Singapore |
(4 |
) | |||||
Woodside Energy Shipping Singapore Pte Ltd |
Singapore |
(4 |
) | |||||
Metasource Pty Ltd |
Australia |
(2,4 |
) | |||||
Mermaid Sound Port and Marine Services Pty Ltd |
Australia |
(2,4 |
) | |||||
Woodside Finance Limited |
Australia |
(2,4 |
) | |||||
Woodside Petroleum (Timor Sea 19) Pty Ltd |
Australia |
(2,4 |
) |
Name of entity |
Country of incorporation 19
|
Notes |
||||||
Woodside Petroleum (Timor Sea 20) Pty Ltd |
Australia |
(2,4 |
) |
|||||
Woodside Petroleum Holdings Pty Ltd |
Australia |
(2,4,15 |
) |
|||||
Woodside Energy Global Holdings Pty Ltd |
Australia |
(2,3,4 |
) |
|||||
Woodside Energy Global Pty Ltd |
Australia |
(2,3,4 |
) |
|||||
Perdido Mexico Pipeline Holdings, S.A. de C.V. |
Mexico |
(10 |
) |
|||||
Perdido Mexico Pipeline, S. de R.L. de C.V. |
Mexico |
(10 |
) |
|||||
Woodside Energy Investments Pty Ltd |
Australia |
(2,4 |
) |
|||||
Woodside Energia Brasil Investimentos Ltda. |
Brazil |
(11 |
) |
|||||
Woodside Energia Brasil Exploração e Produção Ltda. |
Brazil |
(11 |
) |
|||||
Woodside Energy (Great Britain) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energy (North West Shelf) Pty Ltd |
Australia |
(2,3,4 |
) |
|||||
Woodside Energy (Trinidad) Holdings Ltd |
Saint Lucia |
(4 |
) |
|||||
Woodside Energy (Trinidad-3A) Ltd |
R. of Trinidad and Tobago |
(4 |
) |
|||||
Woodside Energy USA Operations Inc |
United States |
(12 |
) |
|||||
Hamilton Brothers Petroleum Corporation |
United States |
(4 |
) |
|||||
Hamilton Oil Company LLC |
United States |
(4 |
) |
|||||
Woodside Energy Boliviana Inc. |
United States |
(4 |
) |
|||||
Woodside Energy (North America) LLC |
United States |
(4 |
) |
|||||
Woodside Energy (Americas) Inc. |
United States |
(4 |
) |
|||||
Woodside Energy (GOM) Inc. |
United States |
(4 |
) |
|||||
Woodside Energy Hawaii Inc. |
United States |
(4,16 |
) |
|||||
Woodside Energy Resources Inc. |
United States |
(4 |
) |
|||||
Woodside Energy Holdings (Resources) Inc. |
United States |
(4 |
) |
|||||
Woodside Energy USA Services Inc. |
United States |
(4 |
) |
|||||
Woodside Energy Marketing Inc. |
United States |
(4 |
) |
|||||
Woodside Energy (Deepwater) Inc. |
United States |
(4,17 |
) |
|||||
Woodside Energy (USA New Energy Holdings) LLC |
United States |
(4,18 |
) |
|||||
Woodside Energy (H2 Oklahoma) LLC |
United States |
(4,18 |
) |
|||||
Woodside Energy (Foreign Exploration Holdings) LLC |
United States |
(4 |
) |
|||||
Woodside Energy (Trinidad Block 3) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energy (Trinidad Block 5) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energy (Trinidad Block 6) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energy (Trinidad Block 7) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energy (Trinidad Block 14) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energy (Trinidad Block 23A) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energy (Trinidad Block 23B) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energy (Trinidad Block 28) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energy (Trinidad Block 29) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energy (Bimshire) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energy (South Africa 3B/4B) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energy (Egypt) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energy (Carlisle Bay) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energy (Mexico) Limited |
United Kingdom |
(4 |
) |
|||||
Woodside Energía Servicios Administrativos,S. de R.L. de C.V. |
Mexico |
(13 |
) |
|||||
Woodside Energía Servicios de México, S. de R.L. de C.V. |
Mexico |
(13 |
) |
|||||
Woodside Energy (Mexico Holdings) LLC |
United States |
(4 |
) |
|||||
Operaciones Conjuntas, S. de R.L. de C.V. |
Mexico |
(13 |
) |
|||||
Woodside Energía Holdings de México, S. de R.L. de C.V. |
Mexico |
(13 |
) |
|||||
Woodside Petróleo Operaciones de México, S. de R.L. de C.V. |
Mexico |
(13 |
) |
|||||
Woodside Energy (Australia) Pty Ltd |
Australia |
(2,3,4 |
) |
|||||
Woodside Energy (International Exploration) Pty Ltd |
Australia |
(2,4 |
) |
|||||
Woodside Energy (Bass Strait) Pty Ltd |
Australia |
(2,3,4 |
) |
|||||
Woodside Energy (Victoria) Pty Ltd |
Australia |
(2,4 |
) |
|||||
Woodside Energy Holdings LLC |
United States |
(2,4,19 |
) |
|||||
Woodside Energy (Trinidad-2C) Ltd |
Canada |
(4 |
) |
|||||
Woodside Energy (Canada) Corporation |
Canada |
(4 |
) |
1. |
Woodside Energy Group Ltd is the ultimate holding company and the head entity within the tax consolidated group. |
2. |
These companies were members of the Australian tax consolidated group at 31 December 2023. |
3. |
For the year ended 31 December 2022, Woodside Energy Group Ltd and Woodside Energy Ltd were parties to a Deed of Cross Guarantee. In November 2023, Revocations Deeds were entered into with respect to the previous Deed of Cross Guarantee (with the revocation to take effect in May 2024). In December 2023, a new Deed of Cross Guarantee was entered into between Woodside Energy Group Ltd, Woodside Energy Ltd, Woodside Energy Global Holdings Pty Ltd, Woodside Burrup Pty Ltd, Woodside Energy Julimar Pty Ltd, Woodside Energy Scarborough Pty Ltd, Woodside Energy Holdings Pty Ltd, Woodside Energy Global Pty Ltd, Woodside Energy (Australia) Pty Ltd, Woodside Energy (Bass Strait) Pty Ltd and Woodside Energy (North West Shelf) Pty Ltd. |
4. |
All subsidiaries are wholly owned except those referred to in Notes 5 to 13. |
5. |
Kansai Electric Power Australia Pty Ltd and Tokyo Gas Pluto Pty Ltd each hold a 5% interest in the shares of these subsidiaries. These subsidiaries are controlled. |
6. |
As at 31 December 2023, Woodside Energy Holdings Pty Ltd held a 99% interest in the shares of PT Woodside Energy Indonesia. Woodside Energy Ltd held the remaining 1% interest. |
7. |
As at 31 December 2023, Woodside Energy Holdings Pty Ltd held >99.99% interest in the shares of Woodside Energy (Tanzania) Limited and Woodside Energy Ltd held the remaining interest. |
8. |
As at 31 December 2023, Woodside Energy Holdings (South America) Pty Ltd held >99.99% interest in the shares of Woodside Energia (Brasil) Apoio Administrativo Ltda and Woodside Energy Ltd held the remaining interest. |
9. |
As at 31 December 2023, Woodside Energy International (Canada) Limited and Woodside Energy (Canada LNG) Limited were the general partners of the KM LNG Operating General Partnership holding a 99.99% and 0.01% partnership interest, respectively. |
10. |
As at 31 December 2023, Woodside Energy Global Holdings Pty Ltd held a 99.99% interest in shares of Perdido Mexico Pipeline Holdings, S.A. de C.V. and Perdido Mexico Pipeline, S. de R.L. de C.V. Woodside Energy Investments Pty Ltd held the remaining 0.01% interest. |
11. |
As at 31 December 2023, Woodside Energy Investments Pty Ltd held a 99.97% interest in shares of Woodside Energia Brasil Investimentos Ltda. Woodside Energy Global Holdings Pty Ltd held the remaining 0.03% interest. As at 31 December 2023, Woodside Energia Brasil Investimentos Ltda. held >99.99% interest in shares of Woodside Energia Brasil Exploração e Produção Ltda. Woodside Energy Global Holdings Pty Ltd held the remaining interest. |
12. |
As at 31 December 2023, Woodside Energy Global Holdings Pty Ltd held 90% voting interest and 37.67% interest in shares of Woodside Energy USA Operations Inc. Woodside Energy Holdings LLC held the remaining 10% voting interest and 62.33% interest in shares. |
13. |
As at 31 December 2023, Woodside Energy (Mexico) Limited held a 99% interest in shares of Woodside Energía Servicios Administrativos, S. de R.L. de C.V., Woodside Energía Servicios de México, S. de R.L. de C.V., Operaciones Conjuntas, S. de R.L. de C.V. and Woodside Petróleo Operaciones de México, S. de R.L. de C.V. and 99.99% interest in shares of Woodside Energía Holdings de México, S. de R.L. de C.V. Woodside Energy (Mexico Holdings) LLC held the remaining 0.01%-1% interest. |
14. |
As at 31 December 2023, Woodside Energy Technologies Pty Ltd held 28.5% of the shares in Blue Ocean Seismic Services Limited which is accounted for as an investment in associate. |
15. |
As at 31 December 2023, Woodside Energy (North West Shelf) Pty Ltd and Woodside Petroleum Holdings Pty Ltd each held 16.67% of the shares in International Gas Transportation Company Limited. This investment has been accounted for as an investment in associate. |
16. |
As at 31 December 2023, Woodside Energy Hawaii Inc held 14.96% of the shares in Iwilei District Participating Parties LLC which is accounted for as an investment in associate. |
17. |
As at 31 December 2023, Woodside Energy (Deepwater) Inc held 25% of the shares in Caesar Oil Pipeline Company LLC, 22% of the shares in Cleopatra Gas Gathering Company LLC and 10% of the shares in Marine Well Containment Company LLC. These are accounted for as investments in associates.
|
18. |
Woodside Energy (USA New Energy Holdings) LLC and Woodside Energy (H2 Oklahoma) LLC were incorporated on 1 August 2023. |
19. |
All subsidiaries are tax residents in their place of incorporation. |
Name of entity |
Principal place of business |
% held by NCI |
||||
Burrup Facilities Company Pty Ltd |
Australia |
10% |
||||
Burrup Train 1 Pty Ltd |
Australia |
10% |
2023 |
2022 |
2021 |
||||||||||
US$m |
US$m |
US$m |
||||||||||
Burrup Facilities Company Pty Ltd |
||||||||||||
Current assets |
513 |
567 |
518 |
|||||||||
Non-current assets |
5,020 |
5,047 |
5,038 |
|||||||||
Current liabilities |
(58) |
(68) |
(71) |
|||||||||
Non-current liabilities |
(568) |
(528) |
(528) |
|||||||||
Net assets |
4,907 |
5,018 |
4,957 |
|||||||||
Accumulated balance of NCI |
491 |
502 |
496 |
|||||||||
Revenue |
839 |
889 |
858 |
|||||||||
Profit |
400 |
489 |
328 |
|||||||||
Profit allocated to NCI |
40 |
49 |
33 |
|||||||||
Dividends paid to NCI |
(51) |
(43) |
(40) |
|||||||||
Operating |
570 |
601 |
633 |
|||||||||
Investing |
(58) |
(45) |
(111) |
|||||||||
Financing |
(512) |
(556) |
(522) |
|||||||||
Net increase/(decrease) in cash and cash equivalents |
- |
- |
- |
|||||||||
Burrup Train 1 Pty Ltd |
||||||||||||
Current assets |
453 |
429 |
435 |
|||||||||
Non-current assets |
2,806 |
2,900 |
2,915 |
|||||||||
Current liabilities |
(121) |
(119) |
(110) |
|||||||||
Non-current liabilities |
(341) |
(325) |
(345) |
|||||||||
Net assets |
2,797 |
2,885 |
2,895 |
|||||||||
Accumulated balance of NCI |
280 |
289 |
290 |
|||||||||
Revenue |
1,393 |
1,471 |
1,421 |
|||||||||
Profit |
222 |
282 |
200 |
|||||||||
Profit allocated to NCI |
22 |
28 |
20 |
|||||||||
Dividends paid to NCI |
(31) |
(29) |
(27) |
|||||||||
Operating |
321 |
391 |
393 |
|||||||||
Investing |
(80) |
(55) |
(4) |
|||||||||
Financing |
(241) |
(336) |
(389) |
|||||||||
Net increase/(decrease) in cash and cash equivalents |
- |
- |
- |
E.9 |
Other accounting policies |
· |
aim to ensure that large multinational groups pay a minimum amount of tax on income arising in each jurisdiction in which they operate; and |
· |
would achieve a minimum effective tax rate in each jurisdiction of 15% from the reporting period commencing 1 January 2024. |
SECTION 6: ADDITIONAL INFORMATION |
Australia US$m |
International US$m |
Total US$m |
||||||||||
2023 |
||||||||||||
Unproved properties |
1,193 |
1,109 |
2,302 |
|||||||||
Proved properties 1
|
52,563 |
18,039 |
70,602 |
|||||||||
Total costs |
53,756 |
19,148 |
72,904 |
|||||||||
Less: Accumulated depreciation, depletion, amortisation and valuation provisions |
(27,548) |
(3,994) |
(31,542) |
|||||||||
Net capitalised costs |
26,208 |
15,154 |
41,362 |
|||||||||
2022 |
||||||||||||
Unproved properties |
1,154 |
1,834 |
2,988 |
|||||||||
Proved properties 1
|
49,190 |
15,546 |
64,736 |
|||||||||
Total costs |
50,344 |
17,380 |
67,724 |
|||||||||
Less: Accumulated depreciation, depletion, amortisation and valuation provisions |
(24,353) |
(2,491) |
(26,844) |
|||||||||
Net capitalised costs |
25,991 |
14,889 |
40,880 |
|||||||||
2021 |
||||||||||||
Unproved properties |
1,172 |
1,703 |
2,875 |
|||||||||
Proved properties 1
|
38,352 |
2,517 |
40,869 |
|||||||||
Total costs |
39,524 |
4,220 |
43,744 |
|||||||||
Less: Accumulated depreciation, depletion, amortisation and valuation provisions |
(22,738) |
(1,958) |
(24,696) |
|||||||||
Net capitalised costs |
16,786 |
2,262 |
19,048 |
1. |
Proved properties include the fair value ascribed to future phases of certain projects acquired through business combinations. |
Australia US$m |
International US$m |
Total US$m |
||||||||||
2023 |
||||||||||||
Acquisitions of proved property |
- |
- |
- |
|||||||||
Acquisitions of unproved property |
- |
- |
- |
|||||||||
Exploration 1
|
103 |
420 |
523 |
|||||||||
Development 2
|
3,315 |
2,124 |
5,439 |
|||||||||
Total costs 3
|
3,418 |
2,544 |
5,962 |
|||||||||
2022 |
||||||||||||
Acquisitions of proved property |
8,488 |
11,098 |
19,586 |
|||||||||
Acquisitions of unproved property |
- |
180 |
180 |
|||||||||
Exploration 1
|
39 |
541 |
580 |
|||||||||
Development 2
|
2,365 |
1,740 |
4,105 |
|||||||||
Total costs 3
|
10,892 |
13,559 |
24,451 |
|||||||||
2021 |
||||||||||||
Acquisitions of proved property |
- |
205 |
205 |
|||||||||
Acquisitions of unproved property |
- |
7 |
7 |
|||||||||
Exploration 1
|
459 |
84 |
543 |
|||||||||
Development 2
|
1,141 |
935 |
2,076 |
|||||||||
Total costs 3
|
1,600 |
1,231 |
2,831 |
1. |
Represents gross exploration expenditure, including capitalised exploration expenditure, geological and geophysical expenditure and development evaluation costs charged to income as incurred. |
2. |
Total development costs includes $5,128 million of expenditure and $311 million of capitalised interest in 2023. |
3. |
Total costs include $5,683 million (2022: $23,991 million, 2021: $2,777 million) capitalised during the year. |
Australia US$m |
International US$m |
Total US$m |
||||||||||
2023 |
||||||||||||
Oil and gas revenue |
9,699 |
2,564 |
12,263 |
|||||||||
Production costs |
(1,396 |
) |
(402 |
) |
(1,798 |
) |
||||||
Exploration expenses |
(55 |
) |
(299 |
) |
(354 |
) |
||||||
Depreciation, depletion, amortisation and valuation provision 1
|
(3,288 |
) |
(2,555 |
) |
(5,843 |
) |
||||||
Production taxes 2
|
(363 |
) |
(29 |
) |
(392 |
) |
||||||
Accretion expense 3
|
(179 |
) |
(58 |
) |
(237 |
) |
||||||
Income taxes |
(1,449 |
) |
- |
(1,449 |
) |
|||||||
Royalty-related taxes 4
|
(367 |
) |
- |
(367 |
) |
|||||||
Results of oil and gas producing activities 5
|
2,602 |
(779 |
) |
1,823 |
||||||||
2022 |
||||||||||||
Oil and gas revenue |
12,453 |
1,575 |
14,028 |
|||||||||
Production costs |
(1,277 |
) |
(353 |
) |
(1,630 |
) |
||||||
Exploration expenses |
(20 |
) |
(440 |
) |
(460 |
) |
||||||
Depreciation, depletion, amortisation and valuation provision 1
|
(1,476 |
) |
(460 |
) |
(1,936 |
) |
||||||
Production taxes 2
|
(429 |
) |
(16 |
) |
(445 |
) |
||||||
Accretion expense 3
|
(85 |
) |
(23 |
) |
(108 |
) |
||||||
Income taxes |
(2,707 |
) |
(151 |
) |
(2,858 |
) |
||||||
Royalty-related taxes 4
|
(501 |
) |
- |
(501 |
) |
|||||||
Results of oil and gas producing activities 5
|
5,958 |
132 |
6,090 |
|||||||||
2021 |
||||||||||||
Oil and gas revenue |
5,624 |
- |
5,624 |
|||||||||
Production costs |
(504 |
) |
- |
(504 |
) |
|||||||
Exploration expenses |
(6 |
) |
(48 |
) |
(54 |
) |
||||||
Depreciation, depletion, amortisation and valuation provision 1
|
(501 |
) |
(268 |
) |
(769 |
) |
||||||
Production taxes 2
|
(218 |
) |
- |
(218 |
) |
|||||||
Accretion expense 3
|
(23 |
) |
(1 |
) |
(24 |
) |
||||||
Income taxes |
(1,312 |
) |
- |
(1,312 |
) |
|||||||
Royalty-related taxes 4
|
- |
- |
- |
|||||||||
Results of oil and gas producing activities 5
|
3,060 |
(317 |
) |
2,743 |
1. |
Includes valuation provision recognition of $1,917 million (2022: reversal of $900 million; 2021: reversal of $1,048 million). |
2. |
Includes royalties and excise duty. |
3. |
Represents the unwinding of the discount on the closure and rehabilitation provision. |
4. |
Includes petroleum resource rent tax and petroleum revenue tax where applicable. Excludes deferred tax expense/(benefit) of $531 million (2022: $(814) million; 2021: $297 million). |
5. |
This table reflects the results of our oil and gas activities as reported in note A.1 ‘Segment revenue and expenses’ in Section 5 – Financial Statements. Other income, other expenses, general and administrative costs and amounts relating to the marketing and corporate/other segments within the note are excluded. |
Australia US$m |
International US$m |
Total US$m |
||||||||||
2023 |
||||||||||||
Future cash inflows |
114,168 |
41,307 |
155,475 |
|||||||||
Future production costs |
(31,945) |
(11,344) |
(43,289) |
|||||||||
Future development costs 1
|
(10,758) |
(8,216) |
(18,974) |
|||||||||
Future income taxes |
(27,527) |
(5,375) |
(32,902) |
|||||||||
Future net cash flows |
43,938 |
16,372 |
60,310 |
|||||||||
Discount at 10% per annum |
(20,024) |
(8,133) |
(28,157) |
|||||||||
Standardised measure |
23,914 |
8,239 |
32,153 |
|||||||||
2022 |
||||||||||||
Future cash inflows |
197,194 |
38,256 |
235,450 |
|||||||||
Future production costs |
(31,157) |
(9,698) |
(40,855) |
|||||||||
Future development costs 1
|
(12,259) |
(4,487) |
(16,746) |
|||||||||
Future income taxes |
(62,182) |
(4,823) |
(67,005) |
|||||||||
Future net cash flows |
91,596 |
19,248 |
110,844 |
|||||||||
Discount at 10% per annum |
(48,924) |
(7,777) |
(56,701) |
|||||||||
Standardised measure |
42,672 |
11,471 |
54,143 |
|||||||||
2021 |
||||||||||||
Future cash inflows |
76,202 |
5,695 |
81,897 |
|||||||||
Future production costs |
(22,193) |
(899) |
(23,092) |
|||||||||
Future development costs 1
|
(8,296) |
(2,481) |
(10,777) |
|||||||||
Future income taxes |
(16,266) |
(90) |
(16,356) |
|||||||||
Future net cash flows |
29,447 |
2,225 |
31,672 |
|||||||||
Discount at 10% per annum |
(14,793) |
(1,142) |
(15,935) |
|||||||||
Standardised measure |
14,654 |
1,083 |
15,737 |
1. |
Future development costs include decommissioning. |
2023 US$m |
2022 US$m |
2021 US$m |
||||||||||
Changes in the standardised measure |
||||||||||||
Standardised measure at the beginning of the year |
54,143 |
15,737 |
5,084 |
|||||||||
Revisions: |
||||||||||||
Prices, net of production costs |
(41,132) |
22,558 |
7,741 |
|||||||||
Changes in future development costs |
(2,288) |
(873) |
20 |
|||||||||
Revisions of reserves quantity estimates |
3,156 |
5,898 |
2,109 |
|||||||||
Accretion of discount |
8,039 |
4,051 |
430 |
|||||||||
Changes in production timing and other |
(707) |
2,371 |
3,485 |
|||||||||
Sales of oil and gas, net of production costs |
(10,500) |
(10,202) |
(5,698) |
|||||||||
Acquisitions of reserves-in-place |
- |
28,309 |
- |
|||||||||
Sales of reserves-in-place |
- |
- |
- |
|||||||||
Previously estimated development costs incurred |
5,276 |
3,339 |
565 |
|||||||||
Extensions, discoveries, and improved recoveries, net of future costs |
1,174 |
- |
8,346 |
|||||||||
Changes in future income taxes |
14,992 |
(17,045) |
(6,345) |
|||||||||
Standardised measure at the end of the year |
32,153 |
54,143 |
15,737 |
• |
where the expenditure relates to an exploration discovery for which the assessment of the existence or otherwise of economically recoverable hydrocarbons is not yet complete; or |
• |
where the expenditure is expected to be recouped through successful exploitation of the area of interest, or alternatively, by its sale. |
2023 US$m |
2022 US$m |
2021 US$m |
||||||||||
Movement in capitalised exploratory well costs 1
|
||||||||||||
At the beginning of the year |
807 |
614 |
2,045 |
|||||||||
Acquisitions to the capitalised exploratory well costs pending the determination of proved reserves |
- |
180 |
- |
|||||||||
Additions to the capitalised exploratory well costs pending the determination of proved reserves |
169 |
111 |
501 |
|||||||||
Capitalised exploratory well costs expensed 2
|
(4) |
(62) |
(268) |
|||||||||
Capitalised exploratory well costs reclassified to wells, equipment and facilities based on the determination of proved reserves |
(304) |
(36) |
(1,664) |
|||||||||
Sale of suspended wells |
- |
- |
- |
|||||||||
At the end of the year |
668 |
807 |
614 |
1. |
Suspended exploratory well costs represent capitalised exploration, evaluation and permit acquisition costs. |
2. |
Includes amortisation of licence acquisition costs. |
2023 US$m |
2022 US$m |
2021 US$m |
||||||||||
Ageing of capitalised exploratory well costs |
||||||||||||
Exploratory well costs capitalised for a period of one year or less |
71 |
124 |
19 |
|||||||||
Exploratory well costs capitalised for a period greater than one year |
597 |
683 |
595 |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
At the end of the year |
668 |
807 |
614 |
|||||||||
2023 US$m |
2022 US$m |
2021 US$m |
||||||||||
Number of projects that have been capitalised for a period greater than one year |
17 |
21 |
25 |
6.2 Additional Information
Three-year financial analysis
THREE-YEAR PRICING OVERVIEW
Woodside’s results from operations are significantly influenced by global energy market conditions. Over the last three years, oil and gas prices have experienced significant volatility. In 2021, prices began recovering from the COVID-19 pandemic as economic activity increased. In 2022 gas prices hit record highs driven by years of underinvestment and the supply shock caused by Russia’s invasion of Ukraine. In 2022 there was a significant increase in the scale of Woodside’s production portfolio, with the completion of the merger with BHP’s petroleum business on 1 June 2022. In 2023, prices declined below summer 2021 levels, however remained above historic averages with the decline triggered by milder weather conditions and higher stock levels across Europe. After three years of volatility global energy markets have returned to a degree of stability reflecting normalising levels of demand and price, though uncertainty remains, particularly in light of the ongoing conflict in Ukraine and geopolitical events in the Middle East.
SEASONALITY
Woodside’s revenue is exposed to commodity price fluctuations through the sale of hydrocarbons. Commodity pricing can be affected by seasonal energy demand movements in different markets.
Financial results | 2023 US$m |
2022 US$m |
2021 US$m |
|||||||||
Operating revenue |
13,994 | 16,817 | 6,962 | |||||||||
Cost of sales |
(7,519 | ) | (6,540 | ) | (3,845 | ) | ||||||
Gross profit |
6,475 | 10,277 | 3,117 | |||||||||
Other income |
322 | 735 | 139 | |||||||||
Other expenses |
(1,573 | ) | (2,726 | ) | (811 | ) | ||||||
Impairment losses |
(1,917 | ) | - | (10 | ) | |||||||
Impairment reversals |
- | 900 | 1,058 | |||||||||
Profit before tax and net finance costs |
3,307 | 9,186 | 3,493 | |||||||||
Net finance costs |
(34 | ) | (12 | ) | (203 | ) | ||||||
Total tax expense |
(1,551 | ) | (2,599 | ) | (1,254 | ) | ||||||
Profit after tax |
1,722 | 6,575 | 2,036 | |||||||||
Attributable to equity holders of the parent |
1,660 | 6,498 | 1,983 | |||||||||
Attributable to non-controlling interests |
62 | 77 | 53 | |||||||||
Profit for the period |
1,722 | 6,575 | 2,036 |
Woodside’s profit after tax attributable to equity holders of the parent decreased to $1,660 million in 2023 from $6,498 million in 2022 and $1,983 million in 2021.
Operating revenue of $13,994 million decreased by $2,823 million, or -17%, from 2022. The decrease was driven by lower average Brent, TTF and JKM price markers and planned turnaround activities at Ngujima-Yin, North West Shelf and Pluto, designed to support future asset reliability. This decrease was partly offset by an additional five months of production from BHP’s petroleum business acquired on 1 June 2022. Operating revenue increased by $9,855 million, or 142% from 2021 to 2022, driven primarily by the merger with BHP’s petroleum business which completed on 1 June 2022, the Pluto-KGP interconnector, strong operational performance and higher realised prices across all products.
Cost of sales increased by $979 million, or 15%, to $7,519 million compared to 2022. The increase was driven by planned turnaround activity at Pluto, Ngujima-Yin and North West Shelf, which is intended to form a solid base for increased future asset reliability, combined with additional five months activity from the assets acquired as part of the merger with BHP’s petroleum business. Cost of sales increased by $2,695 million from 2021 to 2022 primarily due to an additional seven months of volumes as a result of the merger with BHP Petroleum and the Pluto-KGP Interconnector, as well as higher costs related to Corpus Christi and Pluto cargoes.
Other income decreased by $413 million, or 56%, to $322 million from 2022, primarily due to profit on the sell-down of Pluto Train 2 in 2022, which was also the primary reason for the increase of $596 million, or 429% from 2021 to 2022.
Other expenses decreased by $1,153 million, or 42%, to $1,573 million from 2022, primarily due to lower losses on hedging activities and the incurrence of merger transaction costs in 2022. Other expenses increased $1,915 million, or 236% from 2021 to 2022, driven by higher losses on hedging activities and repurchase agreements and transaction and integration costs relating to the merger with BHP Petroleum.
A-7
The increased activity that comes with a larger, more diverse portfolio of assets also led to an increase in expenses associated with exploration activity and restoration movements from 2021 to 2022.
In 2023, an impairment loss totalling $1,917 million was recognised for the Shenzi, Wheatstone and Pyrenees assets, compared to an impairment reversal of $900 million for the Wheatstone asset in 2022. For more information on impairment refer to Note B.4 Impairment of exploration and evaluation, oil and gas properties and goodwill in section 5 - Financial Statements.
Net finance costs increased by $22 million, or 183%, from 2022, to $34 million. This was primarily due to higher restoration accretion, driven by an additional five months activity from the assets acquired as part of the merger with BHP’s petroleum business, offset by higher interest rates on cash deposits. Net finance costs decreased $191 million, or 94% from 2021 to 2022 as a result of higher interest income generated from higher interest rates and cash balances and a reduction in finance costs due to higher capitalised borrowing costs.
Total tax expense comprises income tax and petroleum resource rent tax (PRRT). Income tax expense decreased in 2023 primarily due to lower assessable income and the recognition of a DTA on the Trion FID. PRRT expense increased from 2022 to 2023 due to the partial de-recognition of the Pluto PRRT DTA. Both income tax expense and PRRT expense increased from 2021 to 2022 before recognising additional PRRT deferred tax assets. Higher realised prices in 2022 led to additional PRRT payments but also supported the recognition of additional Pluto deferred tax assets ($1,362 million) which resulted in a 2022 net PRRT tax benefit. PRRT expense therefore decreased from 2021 by $610 million due to the Pluto deferred tax asset recognition and the impairment reversal in 2021 not present in 2022.
Income tax decreased by $2,259 million, or 78%, to $653 million. The decrease is primarily related to lower profits driven by lower prices. Income tax expense increased $1,955 million, or 204% from 2021 to 2022, primarily due to higher profits driven by higher prices and additional production.
A-8
VOLUMES, REALISED PRICES AND OPERATING REVENUES BY PRODUCT
The following describes movements in Woodside’s operating revenues including a discussion of production volumes, sales volumes and realised prices for the years ended 31 December 2023, 2022 and 2021.
Units | 2023 | 2022 | 2021 | |||||||||||
Production volumes |
||||||||||||||
LNG |
MMboe |
88.6 | 85.1 | 70.8 | ||||||||||
Pipeline gas |
MMboe |
39.7 | 28.6 | 2.5 | ||||||||||
Crude oil and condensate |
MMboe |
51.8 | 38.7 | 17.3 | ||||||||||
NGLs |
MMboe |
7.1 | 5.3 | 0.5 | ||||||||||
Total production volumes |
MMboe |
187.2 | 157.7 | 91.1 | ||||||||||
Sales volumes |
||||||||||||||
LNG |
MMboe |
104.5 | 96.6 | 91.2 | ||||||||||
Pipeline gas |
MMboe |
39.6 | 28.4 | 2.5 | ||||||||||
Crude oil and condensate |
MMboe |
50.3 | 39.3 | 17.2 | ||||||||||
NGLs |
MMboe |
7.1 | 4.6 | 0.7 | ||||||||||
Total sales volumes |
MMboe |
201.5 | 168.9 | 111.6 | ||||||||||
Units | 2023 | 2022 | 2021 | |||||||||||
Average realised prices |
||||||||||||||
LNG |
$/boe |
78.2 | 116.9 | 58.8 | ||||||||||
Pipeline gas |
$/boe |
34.7 | 47.8 | 17.0 | ||||||||||
Crude oil and condensate |
$/boe |
79.0 | 95.8 | 76.4 | ||||||||||
NGLs |
$/boe |
39.5 | 44.4 | 82.4 | ||||||||||
Volume – weighted average |
$/boe |
68.6 | 98.4 | 60.7 | ||||||||||
Operating revenue |
||||||||||||||
LNG |
$m |
8,165 | 11,289 | 5,359 | ||||||||||
Pipeline gas |
$m |
1,374 | 1,362 | 43 | ||||||||||
Crude oil and condensate |
$m |
3,981 | 3,758 | 1,316 | ||||||||||
NGLs |
$m |
281 | 206 | 60 | ||||||||||
Other revenue |
$m |
193 | 202 | 184 | ||||||||||
Operating revenue |
$m |
13,994 | 16,817 | 6,962 |
A-9
LNG
Revenue from the sale of LNG in 2023 decreased by $3,124 million, or 28%, to $8,165 million for 2023 from 2022, primarily due to gas prices which decreased in the second half of 2022 which continued in the first half of 2023 before stabilising in the second half of 2023 (TTF price markers decreased by 62% from 31 December 2022 to 31 December 2023). Lower prices were partially offset by five additional months of increased volumes following the merger with BHP Petroleum.
Revenue from the sale of LNG in 2022 increased by $5,930 million, or 111%, to $11,289 million from 2021, primarily due to seven months of increased volumes following the merger with BHP Petroleum and the contribution of the Pluto-KGP interconnector during a period of higher average realised prices.
Pipeline gas
Revenue from the sale of pipeline gas in 2023 increased by $12 million, or 1%, to $1,374 million for 2023 from 2022, primarily due to five months of increased pipeline gas volumes as a result of the merger with BHP Petroleum offset by lower average prices.
Revenue from the sale of pipeline gas in 2022 increased by $1,319 million, or 3,067%, to $1,362 million from 2021, primarily due to seven months of increased pipeline gas volumes as a result of the merger with BHP Petroleum and higher average realised prices.
Crude oil and condensate
Revenue from the sale of crude oil and condensate in 2023 increased by $223 million, or 6%, to $3,981 million for 2023 from 2022, due to five months of increased crude oil and condensate volumes as a result of the merger with BHP Petroleum, however was offset by lower average realised prices.
Revenue from the sale of crude oil and condensate in 2022 increased by $2,442 million, or 186%, to $3,758 million for 2022 from 2021, due to increased crude oil and condensate volumes primarily as a result of the merger with BHP Petroleum as well as higher average realised prices.
NGLs
Revenue from the sale of NGLs in 2023 increased by $75 million, or 36%, to $281 million for 2023 from 2022, due to five months of increased NGLs volumes as a result of the merger with BHP Petroleum.
Revenue from the sale of NGLs in 2022 increased by $146 million, or 243%, to $206 million for 2022 from 2021, due to increased NGLs volumes as a result of the merger with BHP Petroleum, offset by a decreased average realised price.
Other Revenue
Other revenue comprises of processing and services tariff revenue received from non-controlling interests and plant processing fees.
PERFORMANCE BY SEGMENT
Woodside has identified its operating segments based on the internal reports that are reviewed and used by the Chief Executive Officer in assessing performance and are based on the nature and geographical location of the related activity. For more information on our reportable segments, please refer to Note A.1 Segment revenue and expenses in section 5 - Financial Statements.
The disclosed operating segments in 2023 remain consistent to 2022. The 2021 amounts have been restated to be presented on the same basis.
The performance of operating segments is evaluated based on profit before tax and net finance costs and is measured in accordance with Woodside’s accounting policies. Financing requirements, including cash and debt balances, finance income, finance costs and taxes for Woodside and its subsidiaries are managed at a Group level.
A-10
Australia
Detailed below is the financial and operating information for our Australian operations comparing 2023, 2022 and 2021.
Key metric | Units | 2023 | 2022 | 2021 | ||||||||||
Operating revenue |
$m |
9,802 | 12,299 | 5,240 | ||||||||||
Profit before tax and net finance costs |
$m |
4,487 | 9,415 | 3,711 | ||||||||||
Total production |
MMboe |
145.1 | 136.6 | 91.1 | ||||||||||
Average realised prices |
||||||||||||||
LNG |
$/boe |
76.4 | 108.5 | 56.3 | ||||||||||
Pipeline gas |
$/boe |
38.9 | 47.6 | 17.0 | ||||||||||
Crude oil and condensate |
$/boe |
80.0 | 99.9 | 76.4 | ||||||||||
Natural gas liquids |
$/boe |
39.1 | 47.2 | 82.4 |
Financial results
Operating revenue of $9,802 million decreased by $2,497 million, or 20%, from 2022 primarily due to lower realised prices and planned turnaround activities, partially offset by five additional months of increased volumes following the merger with BHP Petroleum. Refer to the section entitled ‘Three-year pricing overview’ for more information.
Profit before tax and net finance costs of $4,487 million decreased by $4,928 million, or 52%, from 2022 primarily due to lower prices and the pre-tax impairment of Wheatstone and Pyrenees assets of $534 million.
Operating revenue increased by $7,059 million in 2022 from 2021 underpinned by strong operational reliability, increased volumes and higher realised prices across all products. The increase in volumes was primarily as a result of the merger with BHP Petroleum and the contribution of the Pluto-KGP interconnector.
Profit before tax and net finance costs in 2022 increased by $5,704 million, or 154%, from 2021 primarily due to increased operating revenue and the profit on the sell-down of Pluto Train 2 ($427 million) and an impairment reversal recognised on Wheatstone ($900 million), partially offset by increased cost of sales ($1,693 million) and increased restoration provisions ($154 million). The increased cost of sales was driven by production and price-linked costs ($808 million) and increased depreciation ($777 million) primarily relating to the assets acquired as a result of the merger with BHP’s petroleum business.
Production
The Australia segment achieved an increase in production volumes of 8.5 MMboe in 2023 compared to 2022, primarily due to strong reliability of Pluto, additional interconnector cargoes and five additional months of increased volumes following the merger with BHP Petroleum.
Production volumes for the Australia segment increased by 45.5 MMboe in 2022 compared to 2021 primarily due to the merger with BHP Petroleum and the Pluto-KGP Interconnector along with strong operational performance.
International
Financial and operating information for our international operations comparing 2023, 2022 and 2021 is detailed below.
Key metric | Units | 2023 | 2022 | 2021 | ||||||||||
Operating revenue |
$m |
2,549 | 1,570 | - | ||||||||||
(Loss) before tax and net finance costs |
$m |
(808) | 125 | (317 | ) | |||||||||
Total production |
MMboe |
42.1 | 21.1 | - | ||||||||||
Average realised prices |
||||||||||||||
Pipeline gas |
$/boe |
24.7 | 49.0 | - | ||||||||||
Crude oil and condensate |
$/boe |
76.8 | 88.7 | - | ||||||||||
Natural gas liquids |
$/boe |
21.1 | 31.3 | - |
Financial results
Operating revenue of $2,549 million in 2023 increased by $979 million in 2023 from 2022 primarily due to five additional months of increased volumes following the merger with BHP Petroleum and the start of production at Argos in the Gulf of Mexico. For more information refer to Note A.1 Segment revenue and expenses in section 5 - Financial Statements.
Loss before tax and net finance costs of $808 million primarily due to the pre-tax impairment of the Shenzi asset $1,383 million.
Operating revenue increased by $1,570 million in 2022 from 2021 primarily due to the introduction of sales volumes as a result of the merger with BHP Petroleum. There was no operating revenue reported in this segment for 2021.
A-11
Profit before tax and net finance costs increased by $442 million, or 139%, in 2022 from 2021 primarily due to increased operating revenue, offset by increased cost of sales ($837 million) and other expenses ($297 million). Increased cost of sales is driven primarily by production and price-linked costs ($352 million) and depreciation ($439 million) as a result of the merger with BHP Petroleum. The increased other expenses primarily relate to increased exploration and evaluation expenditure ($250 million) and increased restoration provision movements ($58 million), offset by Myanmar write-offs in 2021 not present in 2022 ($265 million).
Production
The International segment achieved an increase in production volumes of 21 MMboe in 2023 compared to 2022, primarily due to five additional months of increased volumes following the merger with BHP Petroleum and the Argos asset starting production in April 2023.
The International segment achieved production of 21.1 MMboe in 2022 due to the introduction of volume as a result of the merger with BHP Petroleum. There was no production recorded within this segment in 2021.
Marketing
Financial and operating information for our marketing operations comparing 2023, 2022 and 2021 is detailed below.
Key metric | Units | 2023 | 2022 | 2021 | ||||||||||
Operating revenue |
$m | 1,643 | 2,948 | 1,722 | ||||||||||
Profit before tax and net finance costs |
$m | 375 | 848 | 354 | ||||||||||
Average realised prices |
||||||||||||||
LNG |
$/boe | 76.2 | 165.6 | 66.6 | ||||||||||
Liquids |
$/boe | 78.9 | 165.6 | 66.6 |
Financial results
Operating revenue of $1,643 million, decreased by $1,305 million, or 44%, from 2022 primarily due to lower average realised price and fewer third-party trades.
Profit before tax and net finance costs of $375 million, decreased by $473 million, or 56%, from 2022 primarily due to lower average realised price.
Operating revenue increased by $1,226 million, or 71%, in 2022 from 2021 primarily due to higher trading revenue driven by higher realised prices and optimisation of scheduling and shipping, offset by fewer third-party trades as a result of tight market conditions.
Profit before tax and net finance costs increased by $494 million, or 140%, in 2022 from 2021 primarily due to increased operating revenue and movements in onerous contract provisions ($76 million), offset by higher shipping and trading costs ($299 million) and increased other expenses predominantly due to attributable hedging losses and movement on repurchase agreements ($503 million).
Corporate/Other Items
Financial information for our Corporate/Other Items comparing 2023, 2022 and 2021 is detailed below.
Key metric | Units | 2023 | 2022 | 2021 | ||||||||||
Loss before tax and net finance costs |
$m | (747 | ) | (1,202 | ) | (255 | ) |
Loss before tax and net finance costs of $747 million decreased by $455 million, or 38%, from 2022 primarily due to the absence of merger cost in 2023.
Loss before tax and net finance costs increased by $947 million in 2022 from 2021 due to an increase in other expenses ($966 million) driven by increased general, administrative and other costs primarily as a result of transaction and other costs associated with the merger with BHP Petroleum ($595 million) and increased losses on hedging activities ($422 million).
A-12
Capital and exploration expenditure
Woodside’s capital expenditures vary from year to year depending on the projects that it is undertaking, their stage of development and Woodside’s participating share in these projects. Woodside’s business does not generally require significant sustaining capital in order to maintain production.
Woodside’s exploration expenditures vary from year to year depending on its strategic priorities and the exploration projects which it undertakes.
For more information, refer to notes B.1 Segment production and growth assets, B.2 Exploration and evaluation and B.3 Oil and gas properties in section 5—Financial Statements.
Capital and exploration expenditure is an alternative performance measure (APM) which is a non-IFRS measure that is unaudited. Woodside believes this non-IFRS measure provides useful performance information, however it should not be considered as an indication of, or as a substitute for, statutory measures as an indicator of actual operating performance (such as net profit after tax or net cash from operating activities) or any other measure of financial performance or position presented in accordance with IFRS. For more information on non-IFRS measures, including reconciliations to Woodside’s Financial Statements, refer to section 6.6 - Alternative performance measures.
Capital and exploration expenditure geographical split1
2023 $m |
2022 $m |
2021 $m |
||||||||||
Australia2 |
3,515 | 2,440 | 1,607 | |||||||||
International3 |
2,588 | 2,093 | 1,121 | |||||||||
6,103 | 4,533 | 2,728 |
1 | Includes capital additions on other corporate spend. The 2022 amounts have been restated to be presented on the same basis. The 2021 capital expenditure information has not been restated to include other corporate spend. |
2 | Capital and exploration expenditure incurred in Australia. |
3 | Capital and exploration expenditure incurred in all other locations excluding Australia. |
Australian capital and exploration expenditure increased by $1,075 million, or 44%, to $3,515 million from 2022 to 2023 and $833 million from 2021 to 2022 primarily due to continued investment into the Scarborough and Pluto Train 2 assets.
International capital and exploration expenditure increased by $495 million, or 24%, to $2,588 million from 2022, primarily due to continued investment into the Sangomar and Trion assets.
The increased expenditure of $972 million from 2021 to 2022 was primarily due to continued investment into Sangomar and the introduction of spending in the Gulf of Mexico as a result of the merger with BHP Petroleum.
Cash flow analysis
The following section describes movements in Woodside’s cash flows for the years ending 31 December 2023, 2022 and 2021.
2023 $m |
2022 $m |
2021 $m |
||||||||||
Net cash from operating activities |
6,145 | 8,811 | 3,792 | |||||||||
Net cash used in investing activities |
(5,585 | ) | (2,265 | ) | (2,941 | ) | ||||||
Net cash used in financing activities |
(5,000 | ) | (3,364 | ) | (1,424 | ) | ||||||
Net increase/(decrease) in cash |
(4,440 | ) | 3,182 | (573 | ) |
Net cash from operating activities
Net cash from operating activities in 2023 decreased $2,666 million, or 30%, to $6,145 million from 2022, primarily due to lower EBITDA as a result of lower revenue driven by lower realised price; higher income tax and PRRT paid for record 2022 profits ($1,698 million); higher payments for restoration ($184 million); offset in part by return of collateral on Brent hedges vs payment in 2022 ($1,012 million); and higher receipts from interest ($156 million) due to higher interest rates from 2022 to 2023, despite reduction in deposits.
Net cash from operating activities in 2022 increased $5,019 million, or 132%, to $8,811 million from 2022, primarily due to increased cash generated from operations ($6,515 million) offset in part by higher taxes paid due to the higher profits ($947 million), additional restoration payments made as a result of increased decommissioning activities ($225 million) and increased collateral payments made relating to the Brent hedges ($506 million).
A-13
Net cash used in investing activities
Net cash used in investing activities in 2023 increased $3,320 million, or 147%, to $5,585 million from 2022, primarily due to investments in major projects Scarborough, Sangomar and Trion. These new investments are intended to generate future operating cash flows and returns across the price cycle.
Net cash used in investing activities in 2022 decreased $676 million, or 23%, to $2,265 million from 2021, primarily due to cash receipts from the merger with BHP Petroleum ($1,082 million), payments made to acquire joint arrangements in 2021 not present in 2022 ($212 million), higher proceeds from the disposal of property, plant and equipment ($123 million) and lower payments made to Petrosen under a loan facility ($158 million) offset in part by higher capital expenditure predominantly related to Scarborough and Pluto Train 2, excluding the effect of GIP additional contribution to Pluto Train 2.
Net cash used in financing activities
Net cash used in financing activities in 2023 increased $1,636 million, or 49%, to $5,000 million from 2022, primarily due to higher final prior year dividend paid to shareholders ($1,695 million) due to the higher 2022 NPAT; and higher repayment of the principal portion of lease liabilities ($92 million) predominantly due to Sangomar.
Net cash used in financing activities increased $1,940 million, or 136%, to $3,364 million from 2021 to 2022, primarily due to higher dividends paid to shareholders as a result of the increased NPAT in the current year ($2,269 million), higher repayments for the purchase of shares under the dividend reinvestment plan ($144 million) and lower repayments of borrowings predominantly due to the repayment of the 2021 US bond in 2021 ($501 million).
A-14
6.3 Additional Information
Additional disclosures
DRILLING AND OTHER EXPLORATORY AND DEVELOPMENT ACTIVITIES
The number of crude oil and natural gas wells drilled and completed for each of the last three years was as follows:
Net exploratory wells | Net development wells | |||||||||||||
Productive | Dry | Total | Productive | Dry | Total | Total | ||||||||
Year ended 31 December 2023 |
||||||||||||||
Australia |
- | 0.7 | 0.7 | 0.7 | - | 0.7 | 1.4 | |||||||
International1 |
0.2 | 0.4 | 0.7 | 6.3 | 0.4 | 6.7 | 7.4 | |||||||
Total |
0.2 | 1.1 | 1.3 | 7.0 | 0.4 | 7.4 | 8.8 | |||||||
Year ended 31 December 20222 |
||||||||||||||
Australia |
- | - | - | 0.9 | - | 0.9 | 0.9 | |||||||
International3 |
0.9 | 2.0 | 2.9 | 1.2 | - | 1.2 | 4.0 | |||||||
Total |
0.9 | 2.0 | 2.9 | 2.1 | - | 2.1 | 4.9 | |||||||
Year ended 31 December 2021 |
||||||||||||||
Australia |
- | - | - | 0.6 | - | 0.6 | 0.6 | |||||||
International4 |
- | 1.5 | 1.5 | - | - | - | 1.5 | |||||||
Total |
- | 1.5 | 1.5 | 0.6 | - | 0.6 | 2.1 |
1 | International is primarily US, and Trinidad and Tobago. |
2 | Includes BHP Petroleum from 1 June to 31 December 2022. |
3 | International is primarily US and Sangomar. |
4 | International is primarily Myanmar. |
As set out in this section, the number of wells drilled refers to the number of wells completed at any time during the respective year, regardless of when drilling was initiated. Completion refers to the installation of permanent equipment for production of oil or gas, or, in the case of a dry well, to reporting to the appropriate authority that the well has been abandoned.
An exploratory well is a well drilled to find oil or gas in a new field or to find a new reservoir in a field previously found to be productive of oil or gas in another reservoir. A development well is a well drilled within the limits of a known oil or gas reservoir to the depth of a stratigraphic horizon known to be productive.
A productive well is an exploratory, development or extension well that is not a dry well. Productive wells include wells in which hydrocarbons were encountered and the drilling or completion of which, in the case of exploratory wells, has been suspended pending further drilling or evaluation. A dry well (hole) is an exploratory, development, or extension well that proves to be incapable of producing either oil or gas in sufficient quantities to justify completion as an oil or gas well.
During 2023, productive development wells included a sidetrack and dual lateral at Pyrenees in Australia, the Mad Dog Phase 2 development wells in the US Gulf of Mexico (GOM), an Atlantis infill well, the Shenzi North development wells, and the conversion of injection wells to production wells in Trinidad and Tobago. A successful appraisal well was drilled at Mad Dog Southwest. Dry exploratory wells included the Spinel well in the GOM and Gemtree in Australia and a dry infill well was drilled at Atlantis.
PRESENT DEVELOPMENT ACTIVITIES CONTINUING AS OF 31 DECEMBER 2023
The number of wells in the process of drilling and/or completion as of 31 December 2023 was as follows:
Exploratory wells | Development wells | Total | ||||||||||
Gross | Net | Gross | Net | Gross | Net | |||||||
Australia |
- | - | - | - | - | - | ||||||
International1 |
- | - | 19 | 12.1 | 19 | 12.1 | ||||||
Total |
- | - | 19 | 12.1 | 19 | 12.1 |
1 | International is primarily US and Senegal. |
A-15
Development wells in progress include Sangomar wells in Senegal, Mad Dog Phase 2 wells, Atlantis wells, and a Mad Dog A spar well in the GOM. The Sangomar development is installing a waterflood recovery scheme as part of the ongoing project, and in the Gulf of Mexico a waterflood recovery scheme is included in the Mad Dog Phase 2 project.
OIL AND GAS PROPERTIES, WELLS, OPERATIONS AND ACREAGE
The following tables show the number of gross and net productive crude oil and natural gas wells and total gross and net developed and undeveloped oil and natural gas acreage as at 31 December 2023. A gross well or acre is one in which a working interest is owned, while a net well or acre exists when the sum of fractional working interests owned in gross wells or acres equals one.
Productive wells are producing wells and wells mechanically capable of production. Developed acreage is comprised of leased acres that are within an area by or assignable to a productive well. Undeveloped acreage is comprised of leased acres on which wells have not been drilled or completed to a point that would permit the production of economic quantities of oil and gas, regardless of whether such acres contain proved reserves.
The number of productive crude oil and natural gas wells in which Woodside held an interest at 31 December 2023 was as follows:
Crude oil wells | Natural gas wells | Total | ||||||||||
Gross | Net | Gross | Net | Gross | Net | |||||||
Australia |
223 | 116.2 | 198 | 93.0 | 421 | 209.2 | ||||||
International1 |
87 | 41.7 | 16 | 7.7 | 103 | 49.4 | ||||||
Total |
310 | 157.9 | 214 | 100.7 | 524 | 258.6 |
1 | International is primarily US and Trinidad and Tobago. |
Of the productive crude oil and natural gas wells, 156 (net: 75) wells had multiple completions. The number of wells with multiple completions refers to wells that have downhole equipment installed that allows zonal insolation or controlled commingling of production as permitted and approved by the applicable regulator.
Developed and undeveloped acreage (including both leases and concessions) held at 31 December 2023 was as follows:
Developed acreage | Undeveloped acreage | |||||||
Thousands of acres |
Gross | Net | Gross | Net | ||||
Australia |
2,441 | 1,217 | 3,767 | 3,192 | ||||
International1,2 |
141 | 68 | 17,215 | 7,077 | ||||
Total |
2,582 | 1,285 | 20,982 | 10,269 |
1 | Developed acreage in International primarily comprises US and Trinidad and Tobago. |
2 | Undeveloped acreage in International primarily comprises Barbados, Canada, Congo, Egypt, Ireland, Mexico, Myanmar, Senegal, Timor-Leste and Trinidad and Tobago. |
Woodside has initiated exits from our Myanmar, Peru and Ireland positions, totalling approximately 8,426 thousand acres gross (3,670 thousand acres net). Approximately 248 thousand acres gross (200 thousand acres net), 1,333 thousand acres gross (615 thousand acres net) and 784 thousand acres gross (452 thousand acres net) of undeveloped acreage will expire in the years ending 31 December 2024, 2025 and 2026 respectively if Woodside does not establish production or take any other action to extend the terms of the licences and concessions.
DELIVERY COMMITMENTS
Woodside has contracts that require delivery of fixed volumes of crude oil, condensate, natural gas and NGL. Woodside intends to fulfill its short-term and long-term obligations with its production or from purchases of third-party volumes.
As at 31 December 2023, delivery commitments were as follows:
Natural gas (MMboe) | Crude oil (MMbbl) | Condensate (MMbbl) | NGLs (MMbbl) | |||||
Year ended 31 December |
||||||||
2024 to 2028 |
336.5 | 7.2 | 2.2 | 3.8 | ||||
Thereafter |
327.6 | - | - | - | ||||
Total oil and gas delivery commitments |
664.1 | 7.2 | 2.2 | 3.8 |
A-16
PRODUCTION
The following table details production by product and geographic location for each of the three years ended 31 December 2023, 2022 and 2021. The volumes are marketable production after deduction of applicable royalties, fuel and flare. Average production costs per unit of production and average sales prices per unit of production has also been included for each of these periods.
20231 | 20221 | 20212 | ||||||||||
Production volumes (MMboe) |
|
|||||||||||
LNG |
||||||||||||
Australia |
87.6 | 84.4 | 70.8 | |||||||||
International |
- | - | - | |||||||||
Total LNG |
87.6 | 84.4 | 70.8 | |||||||||
Pipeline gas |
||||||||||||
Australia |
28.0 | 22.9 | 2.5 | |||||||||
International |
11.5 | 5.6 | - | |||||||||
Total pipeline gas |
39.5 | 28.5 | 2.5 | |||||||||
Crude oil and condensate |
||||||||||||
Australia |
22.7 | 24.0 | 17.3 | |||||||||
International |
29.1 | 14.7 | - | |||||||||
Total crude oil and condensate |
51.8 | 38.7 | 17.3 | |||||||||
Natural gas liquids (NGLs) |
||||||||||||
Australia |
5.7 | 4.4 | 0.5 | |||||||||
International |
1.4 | 0.8 | - | |||||||||
Total NGLs |
7.1 | 5.2 | 0.5 | |||||||||
Total petroleum products |
||||||||||||
Australia |
144.0 | 135.7 | 91.1 | |||||||||
International |
42.1 | 21.1 | - | |||||||||
Total production |
186.1 | 156.8 | 91.1 | |||||||||
Average sales price per produced boe (US$/boe) |
|
|||||||||||
LNG |
||||||||||||
Australia |
76.3 | 104.0 | 55.4 | |||||||||
International |
- | - | - | |||||||||
Total LNG |
76.3 | 104.0 | 55.4 | |||||||||
Pipeline gas |
||||||||||||
Australia |
38.6 | 47.3 | 18.0 | |||||||||
International |
24.8 | 48.9 | - | |||||||||
Total pipeline gas |
34.6 | 47.6 | 18.0 | |||||||||
Crude oil and condensate |
||||||||||||
Australia |
70.8 | 103.3 | 75.8 | |||||||||
International |
77.0 | 86.7 | - | |||||||||
Total crude oil and condensate |
74.3 | 97.0 | 75.8 | |||||||||
Natural gas liquids (NGLs) |
||||||||||||
Australia |
38.3 | 40.6 | 121.2 | |||||||||
International |
22.9 | 34.5 | - | |||||||||
Total NGLs |
35.2 | 39.7 | 121.2 | |||||||||
Total average production cost per produced boe (US$/boe) |
|
|||||||||||
Australia |
(11.2 | ) | 10.4 | 7.9 | ||||||||
International |
(8.5 | ) | 16.9 | - | ||||||||
Total average production cost per produced boe3 |
(10.6 | ) | 11.2 | 7.9 |
1 | Includes production of 186.1 MMboe from Woodside reserves and excludes 1.1 MMboe from feed gas purchased from Pluto non-operating participants processed through the Pluto-KGP Interconnector. |
2 | Production volumes for 2021 has been restated to present marketable production after deduction of applicable royalties, fuel and flare. |
3 | Average production costs per produced boe includes direct and indirect costs relating to production of total hydrocarbons and the foreign exchange effect of translating local currency denominated costs into US dollars but excludes cost to transport produced hydrocarbons to the point of sale, ad valorem and severance taxes. |
A-17
NPAT RECONCILIATION
The following table summarises the variance between the 2022 and 2023 results for the contribution of each line item to NPAT.
Million | Primary reasons for variance | |||||
2022 reported NPAT |
6,498 | |||||
Revenue from sale of hydrocarbons |
||||||
Price |
(4,442 | ) | Lower average prices across all products. | |||
Volume |
1,628 | Primarily due to the additional contribution from the BHP Petroleum assets, partially offset by the turnaround activities on Ngujima-Yin, NWS and Pluto. | ||||
Other operating revenue |
(9 | ) | Primarily due to a decrease in shipping and other revenue. | |||
Cost of sales |
(979 | ) | Primarily due to higher depreciation expense, partially offset by lower trading costs driven by lower commodity prices. | |||
Other income |
(413 | ) | Primarily the profit on sale of 49% of the Pluto Train 2 Joint Venture recognised in 2022. | |||
General administrative costs |
338 | Primarily due to merger transaction and integration costs recognised in 2022. | ||||
Other |
808 | Primarily driven by lower commodity hedge losses. | ||||
Income tax and PRRT |
1,048 | Primarily due to lower revenues and recognition of the Trion deferred tax asset (DTA), offset by derecognition of the Pluto PRRT DTA. | ||||
Impairment and impairment reversals |
(2,817 | ) | Due to impairments recognised on Shenzi, Wheatstone and Pyrenees. | |||
2023 reported NPAT |
1,660 | |||||
2023 NPAT adjustments |
1,660 | Adjustments for Shenzi, Wheatstone and Pyrenees impairment, net of tax ($1,533 million) and derecognition of Pluto PRRT DTA offset by the recognition of the Trion DTA. | ||||
2023 underlying NPAT |
3,320 |
EMPLOYEES
As at 31 December 2023, Woodside had approximately 4,667 employees, the majority of whom are located in Australia and the United States of America (USA). The increase in the number of employees from 2022 was due to general workforce growth to support Woodside’s operations and projects.
Woodside regularly engages with our workforce and supports freedom of association. Our employees are free to join or not to join a labour union. Woodside strives to maintain a positive relationship with employees and labour unions. Woodside believes that the relationship between its management and labour unions is generally positive.
Employment region (number of staff by region)1,2
2023 | 2022 | 2021 | ||||||||||
Australia |
3,563 | 3,338 | 3,660 | |||||||||
Africa and Middle East |
57 | 50 | 35 | |||||||||
Asia |
77 | 71 | 48 | |||||||||
Caribbean3 |
105 | 108 | NPR | |||||||||
Europe |
24 | 11 | 8 | |||||||||
Americas4 |
841 | 849 | 13 | |||||||||
Total |
4,667 | 4,427 | 3,764 | |||||||||
Total number of contractors (TPCs) |
474 | 394 | 267 |
1 | Vacation students, cadets and scholarship students are included in relevant metrics where appropriate. |
2 | ‘Secondees in’ are excluded from these metrics; ‘secondees out’ are included. |
3 | NPR stands for ‘not previously reported’. |
4 | The United States and Canada region has been renamed to Americas. This region captures employees in Mexico. |
A-18
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In the normal course of business, Woodside is exposed to commodity price, foreign currency exchange rate and interest rate risks that could impact Woodside’s financial position and results of operations. Woodside’s risk management strategy with respect to these market risks may include the use of derivative financial instruments. Woodside uses derivative contracts to manage commodity price volatility, foreign exchange rate volatility on capital expenditure plans and interest rate exposure on financing activities.
Actual gains and losses in the future may differ materially from the sensitivity analyses based on changes in the timing and amount of commodity price, foreign currency exchange rate and interest rate movements and Woodside’s actual exposures and derivatives in place at the time of the change, as well as the effectiveness of the derivative to hedge the related exposure.
Commodity price risk management
Woodside’s revenues are primarily derived from sales of LNG, crude oil, condensate, pipeline gas and NGLs. Consequently, Woodside’s results of operations are strongly influenced by the prices it receives for these products, which in the case of oil and condensate are primarily determined by prevailing crude oil prices and in the case of pipeline gas, NGLs and LNG are primarily determined by prevailing crude oil prices as well as some fixed pricing and other price indexes (such as Henry Hub and the Japan Korea Marker). For the year ended 31 December 2023, the majority (approximately 72%) of Woodside’s production was attributed to natural gas, comprising LNG, NGLs and pipeline gas and the remaining portion (approximately 28%) of Woodside’s production was attributed to oil and condensate.
LNG market conditions including, but not limited to, supply and demand, are unpredictable and are beyond Woodside’s control. In particular, supply and demand for and pricing of LNG, remain sensitive to energy prices, external economic and political factors, weather, climate conditions, natural disasters (including pandemics), timing of FIDs for new operations, construction and start up and operating costs for new LNG supply, buyer preferences for LNG, coal or crude oil and evolving buyer preferences for different LNG price regimes, and the energy transition. Buyers and sellers of LNG are increasingly more flexible with the way they transact, and contracts may involve hybrid pricing that is linked to other indices such as the Intercontinental Exchange (ICE) Brent Crude deliverable futures contract (oil price) or the Japanese Crude Cocktail, which is the average price of customs- cleared crude oil imports into Japan as reported in customs statistics. Typically, only LNG supplied from the US was based on a component linked to movements in the US Henry Hub plus certain fixed and variable components. This type of pricing structure may become a component of the weighted average price into Asia and other markets. This is since LNG supply and trade has globalised and increasingly the lowest cost supply is setting the floor for long-term average global natural gas prices with transportation costs accounting for regional differences. This marginal supply is predominantly from the United States, indirectly pegging global gas prices and Asian spot LNG prices to the Henry Hub marker which could adversely affect the pricing of new LNG contracts and potential future price reviews of existing LNG contracts. Tenders may also be used by suppliers and buyers, typically for shorter-term contracts. In addition, long-term LNG contracts typically contain price review mechanisms which sometimes need to be resolved by expert determination or arbitration. The use of these independent resolution mechanisms is likely to be more prevalent in volatile commodity markets. Alternatives to fossil fuel-based products for the generation of electricity, for example nuclear power and renewable energy sources, are continually under development and, if these alternatives continue to gain market share, they could also have a material impact on demand for LNG, which in turn may negatively impact Woodside’s business, results of operations and financial condition in the longer-term.
Oil prices can be very volatile, and periods of sustained low prices could result in changes to Woodside’s carrying value assumptions and may also reduce the reported net profit for the relevant period. The price of crude oil may be affected by factors beyond Woodside’s control. These include worldwide oil supply and demand, the level of economic activity in the markets Woodside serves, regional political developments and military conflicts (including the ongoing Russia-Ukraine conflict), weather conditions and natural disasters, conservation and environmental protection efforts, the level of crude oil inventories, the ability of OPEC and other major oil-producing or oil-consuming nations to influence global production levels and prices, sanctions on the production or export of oil, governmental regulations and actions, including the imposition of taxes, trade restrictions, market uncertainty and speculative activities by those who buy and sell oil and gas on the world markets, commodity futures trading, availability and capacity of infrastructure, supply chain disruptions, processing facilities and necessary transportation, the price and availability of new technology, the availability and cost of alternative sources of energy, and the impact of climate change considerations and actions towards energy transition on the demand for key commodities which Woodside produces.
The transition to lower carbon sources of energy in many parts of the world (driven by ESG and climate change concerns) may affect demand for Woodside’s products including crude oil, natural gas and LNG. In turn, this may affect the price received (or expected to be received) for these products. Material adverse price impacts (including as a result of the energy transition) may affect the economic performance (including as to margins and cash flows) of, and longevity of production from, Woodside’s existing and future production assets, and ultimately the financial performance of Woodside.
A-19
It is impossible to predict future crude oil, LNG and natural gas price movements with certainty. A low crude oil price environment or declines in the price of crude oil, LNG and natural gas prices, could adversely affect Woodside’s business, results of operations and financial condition and liquidity. They could also negatively impact its ability to access sources of capital, including equity and debt markets. Those circumstances may also adversely impact Woodside’s ability to finance planned capital expenditures, including development projects, and may change the economics of operating certain wells, which could result in a reduction in the volume of Woodside’s reserves. Declines in crude oil, LNG and natural gas prices, especially sustained declines, may also reduce the amount of oil and gas that it can produce economically, reduce the economic viability of planned projects or assets that it plans to acquire or has acquired, and may reduce the expected value and the potential commerciality of exploration and appraisal assets. Those reductions may result in substantial downward adjustments to Woodside’s estimated proved reserves and require additional write-downs of the value of its oil and gas properties.
Sales contracts with the National Gas Company of Trinidad and Tobago relating to production from Woodside’s Trinidad and Tobago operations are partially linked to ammonia pricing. In addition there is a Western Australian domestic gas sales contract linked to urea pricing. Similar to crude oil, LNG and natural gas, it is impossible to predict future ammonia and urea prices with certainty.
There can be no assurance that Woodside will successfully manage its exposure to commodity prices. There is also counterparty risk associated with derivative contracts. If any counterparty to Woodside’s derivative instruments were to default or seek bankruptcy protection, it could subject a larger percentage of Woodside’s future oil and gas production to price changes and could have a negative effect on Woodside’s financial performance, including its ability to fund future projects. Whether Woodside engages in hedging and other oil and gas derivative contracts on a limited basis or otherwise, Woodside will remain exposed to fluctuations in crude oil prices.
Foreign exchange and interest rate risk management
Refer to sections A and C in Section 5 - Financial Statements for further information on foreign exchange and interest rate risks.
CYBERSECURITY
Our Cyber Resilience Process and Risk Management
Woodside’s approach to managing material risks from cybersecurity threats is integrated into our overall risk management processes as disclosed in this section 4.1.6 - Risk management and internal control.
Woodside’s cybersecurity resilience and risk management strategy and process are based on the National Institute of Standards and Technology (NIST) Cybersecurity Framework.
Woodside’s Cyber Resilience Process consists of various Group-wide policies, procedures and guidelines concerning cybersecurity matters. These documents are published within the Woodside Management System (WMS) and aim to:
1. | Design, build and maintain Woodside’s Information Technology (IT), Operational Technology (OT) and Industrial Internet of Things systems with the right cybersecurity controls to support confidentiality, integrity and availability. |
2. | Monitor and strengthen Woodside’s cybersecurity posture while preventing, detecting, analysing and responding to cybersecurity incidents. |
3. | Embed a cyber-safe culture across Woodside, and foster industry collaboration. |
4. | Enable compliance with all applicable legislation. |
The process involves five key activities: identify, protect, detect, respond, and recover.
In addition to the Cyber Resilience Process, the Data, Information and Systems Management process documented within the WMS, includes the Woodside Information Technology Systems - Conditions of Use Procedure. This procedure sets out Woodside’s mandatory conditions applicable to the use of Woodside’s IT, OT and digital Systems.
Woodside manages cybersecurity risks utilising the same Woodside risk management process as described in section 3.9 - Risk factors of the Annual Report.
Our Cyber Resilience Process Assurance
Woodside’s Cybersecurity team engages third-party vendors as part of our Cyber Resilience Process to perform a variety of technical assessments such as penetration testing. As part of these assessments, the third parties test our internal and external defenses, and help us with identifying any weaknesses and vulnerabilities within our environment. These assessment findings are risk ranked and prioritised for remediation.
Woodside internal audit team conducts audits on cybersecurity on a biennial basis. The internal audit function engages external expertise to conduct the audits. The most recent cybersecurity audit concluded in 2023.
A-20
Third Party Cybersecurity Risk Management
Woodside identifies and manages risks from cybersecurity threats associated with third parties accessing, storing and processing Woodside data, through up-front cybersecurity assessment processes that leverage independently verified security programs including ISO 27001 certification and SOC 2 compliance, and through contractual terms and conditions.
Woodside manages risk of third-party access to Woodside systems through on-boarding and induction processes for personnel including mandatory training. Third-party personnel accessing Woodside systems are subject to the same cyber security controls as Woodside staff. This includes the requirement to complete annual cybersecurity training. Higher risk scenarios such as direct network connectivity from third-party networks are not permitted.
Material Impact from cybersecurity risks, threats or previous cybersecurity incidents
Risk from cybersecurity threats have the potential to materially affect Woodside’s business strategy, results of operations and financial conditions. This risk is described in section 3.9 - Risk factors.
Woodside continuously monitors its digital information landscape and has various threat detection measures in place. Woodside is not aware of any cybersecurity incidents or threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial conditions.
GOVERNMENT REGULATIONS
Woodside’s assets and exploration, development, extraction and production operations are subject to a wide range of laws and regulations imposed by governments and regulatory bodies. These regulations touch all aspects of our assets, including how we extract, process and explore for oil and natural gas and how we conduct our business, including regulations governing matters such as environmental protection, land rehabilitation and facilities decommissioning, occupational health and safety, human rights, the rights and interests of First Nations peoples, competition, foreign investment, export, marketing of oil and natural gas, royalties and taxes.
The ability to extract and process oil and natural gas is fundamental to our business. In most jurisdictions, the rights to explore for and extract petroleum deposits are owned by the government. We obtain the right to access the land and extract the product by entering into licences or leases with the government that owns the oil or natural gas deposit. Usually, the right to explore for oil and natural gas carries with it the obligation to spend a defined amount of money on the exploration, or to undertake particular exploration activities.
We also rely on governments to grant the rights necessary to transport and treat the extracted petroleum to prepare it for sale. The terms of the right, including the time period of the right, vary depending on the laws of the relevant government or terms negotiated with the relevant government.
In certain jurisdictions where we have assets, such as Trinidad and Tobago and Senegal, a production sharing contract (PSC) governs the relationship between the government and companies (typically referred to as ‘Contractor’) concerning, among other things, how much of the oil and gas extracted from the country each party will receive. Under PSCs, the government awards exclusive rights for the execution of exploration, development and production activities to the Contractor in accordance with the PSC’s terms. Generally speaking, the Contractor bears the financial risk of the initiative to explore, develop and ultimately produce the field. When successful, the Contractor is permitted to use a certain set percentage of produced oil and gas to recover its capital and operational expenditures, often called ‘cost oil.’ The remaining production is split between the government and the Contractor at a rate determined by the government and set out in the PSC.
The PSC may also include additional fiscal terms such as royalties, production bonuses and tax treatment, and other contractual terms addressing domestic supply obligations, local content, measurement and valuation. PSCs are bilateral contracts negotiated between the Contractor and the government and so each is necessarily on different terms.
Applicable laws and regulations, and any permits that Woodside is required to obtain under these laws, may obligate Woodside to identify, avoid, mitigate and disclose environmental risks in various operational practices, including, among others, through pursuing and obtaining permits before commencing activities, restricting air and water emissions and waste discharges, limiting the type, quantity and concentration of various substances that can be utilised or released into the environment, addressing potential or actual impacts to protected species or cultural resources, monitoring or remediating contamination under certain circumstances, establishing and following certain inspection, testing, maintenance and decommissioning protocols, and disclosing certain operational practices. Moreover, environmental permits required for our operations may be subject to legal challenges by third parties, and such challenges can materially and adversely affect our operations to the extent they delay or prevent obtaining approvals or permits required for our operations, or otherwise require incurring increased costs in order to obtain such approvals or permits. Applicable environmental laws and regulations may also dictate worker health and safety and community notification procedures.
A-21
In addition, from time to time, certain trade sanctions are adopted by the United Nations (UN) Security Council and/or various governments, including in the United Kingdom, the United States, the European Union (EU), China and Australia against certain countries, entities or individuals, that may restrict our ability to sell extracted minerals, oil or natural gas to, and/or our ability to purchase goods or services from, these countries, entities or individuals.
This summary focuses on the Australian and United States regulatory regimes, as well as certain regulations in Senegal. It is not a full summary of the regulatory regimes in those jurisdictions nor is it a complete list of the legislation and regulation that applies to Woodside. Woodside is also subject to environmental and other regulations to varying degrees in each of the jurisdictions in which it has assets and operations.
Australia
In Australia, petroleum exploration and development takes place within a legal framework characterised by a division of responsibilities between the federal and the state or territory governments. Exploration and production activities conducted onshore and within three nautical miles of the territorial sea baseline of the relevant state or territory are the responsibility of the individual state or territory governments. The Australian Federal Government has legislative responsibility for Australian offshore petroleum exploration and production beyond the three nautical mile territorial sea, which encompasses the area of most relevance to Woodside’s offshore activities. In addition, Woodside has certain onshore operations in Victoria and Western Australia which are subject to various state legislation.
Environmental regulation
Woodside’s Australian operations are subject to federal, state and local environmental laws and regulations. For offshore petroleum activities, these laws and regulations generally require the acquisition of an approval before an activity commences, and require that for an activity, environmental risks are identified and controls put in place to reduce or eliminate the risks.
For exploration drilling and seismic activities in the federal jurisdiction, this is outlined in an Environment Plan accepted by the National Offshore Petroleum Safety and Environmental Management Authority (NOPSEMA), an independent statutory authority; as an operation goes into construction, commissioning and production, a whole offshore project proposal and new or revised environment plan is required as the initial document to be submitted for approval. Subsequent environment plans for each activity are required to be submitted after the offshore project proposal has been approved. These laws and regulations also restrict the type, quantity and concentration of various substances that can be utilised or released into the environment in connection with marine and land-based activities; limit or prohibit drilling and seismic or production activities in and near certain environmentally sensitive or protected areas; and impose criminal and civil liabilities for pollution or other unauthorised impacts to the environment resulting from oil, natural gas and petrochemical operations.
The National Greenhouse and Energy Reporting Act 2007 (Cth) requires corporations that meet certain reporting thresholds to report company information about greenhouse gas (GHG) emissions and energy production and consumption as part of a single, national reporting scheme and establishes the Safeguard Mechanism which aims to keep certain GHG emissions at or below legislated limits, known as baselines, for Australia’s largest industrial facilities. In March 2023, the Safeguard Mechanism (Crediting) Amendment Bill 2023 was passed, which applied reforms to the Safeguard Mechanism from 1 July 2023 intended to reduce Scope 1 GHG emissions from Australia’s largest industrial facilities on a trajectory consistent with achieving Australia’s GHG emission reduction targets of 43% below 2005 levels by 2030 and net zero by 2050. There is ongoing public pressure in Australia on the government to accelerate its carbon emissions reduction program. As such, there remains significant uncertainty regarding the future of climate change regulation in Australia and the effect it may have on Woodside’s business.
In addition, Australian environmental laws and regulations also include restrictions on air emissions and water discharges resulting from the operation of drilling equipment, processing facilities, pipelines and transport vessels. These laws also regulate the use, management and disposal of hazardous materials and general waste; prohibit the clearing of native vegetation without approval; manage biodiversity and manage and authorise impacts to Aboriginal heritage; and require Woodside to prepare and implement safety and environmental management plans.
Woodside is required to provide bonds or maintain other forms of financial assurance for rehabilitation, clean-up or pollution prevention work that may be necessary as a result of the construction, operation, decommissioning or removal of a pipeline or other infrastructure and to report, monitor or remediate contamination under certain circumstances. Woodside is subject to ‘strict liability’ for oil spills, rendering it liable without regard to potential negligence or fault and may be subject to fines and other penalties for breaches of laws, regulations, licences or other approvals.
The requirements imposed by environmental laws and regulations are subject to change and have tended to become increasingly restrictive over time. The modification of existing foreign or domestic laws or regulations or the adoption of new laws or regulations curtailing exploratory or development drilling for oil and gas for economic, political, social, environmental or other reasons could have a material adverse effect on Woodside’s business, financial condition or results of operations.
A-22
Fair Work Act and other related amendments
A significant number of changes to the Fair Work Act 2009 (Cth) (FW Act) and other related laws have been introduced over the past year.
In December 2022, the Australian Federal Government passed the Fair Work Legislation Amendment (Secure Jobs, Better Pay) Act 2022 (Cth) (SJBP Act) which introduced a raft of amendments into the FW Act with phased commencement dates over the course of 2023. All key provisions of the SJBP Act have now become effective.
Key material employment changes to the FW Act arising from the SJBP Act included expanded rights for employees to enforce flexible working arrangements, new restrictions on the use of fixed term (including ’maximum term’) employment contracts, prohibitions against pay secrecy, expanding the protected attributes (namely gender identity, intersex status and breastfeeding) against which discriminatory and other conduct are prohibited, broadening the ability of employees to extend and enforce unpaid parental leave, and providing additional avenues for workers to seek recourse against sexual harassment. The sexual harassment-related amendments in particular complement the commencement in December 2022 of a new positive duty to prevent sexual harassment in the Sex Discrimination Act 1984 (Cth) which the Australian Human Rights Commission can enforce from 12 December 2023. Additionally, the Australian Human Rights Commission Amendment (Costs Protection) Bill 2023 (Cth) is currently before Parliament and, if passed, will reduce the financial barriers for sexual harassment complainants to bring claims.
The SJBP Act also introduced a series of significant industrial relations changes to enterprise bargaining, including expanding the ability of employees and unions to seek multi-employer enterprise agreements, broadening the power of the Fair Work Commission to resolve (through mediation or conciliation) bargaining disputes before industrial action is taken and to intervene and make workplace determinations where bargaining becomes ‘intractable’. Other changes to bargaining introduced by the SJBP Act included amendments making it easier for employee bargaining representatives to commence bargaining to renew existing single-enterprise agreements, changes to the Fair Work Commission’s enterprise agreement approval-related requirements (including consideration of whether a proposed agreement has been genuinely agreed to and passes the ‘better- off-overall’ test) and substantially restricting the ability of employers to terminate nominally-expired enterprise agreements.
In June 2023, the Fair Work Legislation Amendment (Protecting Worker Entitlements) Act 2023 (Cth) was introduced, bringing further changes to the FW Act. Key changes arising from this Act include the expansion of unpaid parental leave rights (from 1 July 2023) and enshrining superannuation payments as an enforceable National Employment Standard under the FW Act (from 1 January 2024).
A further package of significant reforms is contained in the Australian Federal Government’s Fair Work Legislation Amendment (Closing Loopholes) Act 2023 (Cth) (Closing Loopholes Act). While various key aspects of the Closing Loopholes Act are the subject of a Senate Committee Inquiry (to be concluded from February 2024 onwards), numerous reforms contained in this reform package passed both houses of Parliament on 7 December 2023. Key provisions that have passed include new ‘same job, same pay’ provisions which give the Fair Work Commission the ability to make orders upon application requiring employers (excluding service contractors) to pay their employees who perform work for a ‘regulated host’ the same rate of pay as employees of that host (provided that the host’s employees perform work of the same kind). Among other provisions, new rights for workplace delegates to paid time off to attend training as well as reasonable time and access to employer facilities to communicate with eligible union members have also passed, as has a new criminal wage theft offence in respect of intentional underpayments.
The Closing Loopholes Act received Royal Assent on 14 December 2023. As such, many of the amendments from the Closing Loopholes Act - excluding the provisions relating to wage theft – commenced on 15 December 2023 (although same job, same pay-related regulated labour hire arrangement orders can only take effect on and after 1 November 2024). Proposed outstanding amendments that are the subject of the Senate Committee Inquiry, include changes to the definition of employment (including casual employment), increased civil penalties for underpayment contraventions, new right of entry rights relating to suspected underpayments and further limitations to the Fair Work Commission’s powers to reduce employee entitlements in the context of intractable bargaining disputes.
Woodside believes that it is well placed to confirm its compliance with the numerous new employment and industrial relations obligations that have been introduced over the past year. Moving forward, increased compliance-related demands are expected, especially given the further reforms that are anticipated in 2024.
Decommissioning liability amendments
On 2 September 2021, the Australian Federal parliament passed the Offshore Petroleum and Greenhouse Gas Storage Amendment (Titles Administration and Other Measures) Act 2021 (Cth) which, among other changes, amends the Offshore Petroleum and Greenhouse Gas Storage Act (Cth) (OPGGSA) to expand the trailing liability provisions. The amendments took effect from 2 March 2022. The expanded trailing liability regime gives NOPSEMA and the responsible Commonwealth Minister the ability to recall any titleholders, former titleholders and their respective related bodies corporate and ‘related persons’ to undertake decommissioning activities on a title area. These powers are retrospective in their application and apply to titles that are currently in force as well as to titles that ceased to be in force on or after 1 January 2021.
A-23
Santos Barossa decision and Environment Plans
In December 2022, the Full Court of the Federal Court of Australia handed down its decision in Santos NA Barossa Pty Ltd v Tipakalippa [2002] FCAFC 193 (Appeal Decision). The Appeal Decision decided certain aspects of the requirements for consultation associated with the acceptance of environment plans for offshore petroleum activities by NOPSEMA, as required under the OPGGSA. Subsequently, NOPSEMA published a guideline for industry entitled “Consultation in the course of preparing an environment plan”. As a consequence of these events, Woodside has experienced delays in obtaining Environment Plans for petroleum activities in Commonwealth waters.
In September 2023, the Federal Court of Australia, in Cooper v National Offshore Petroleum Safety and Environmental Management Authority (No. 2) [2023] FCA 1158, found that NOPSEMA’s decision to accept, with conditions, Woodside’s environment plan for seismic surveys associated with the Scarborough project was invalid. Woodside was a party to this matter. Woodside submitted a revised environment plan for this activity in October 2023. Woodside’s revised environment plan was accepted by NOPSEMA in December 2023 and work was completed under the accepted environment plan in December 2023.
Refer to section 3.9 – Risk factors for further information on risks related to government regulations and other legal developments.
Domestic gas reservation policy
Under a Western Australian State Government policy (WA Domestic Gas Policy), introduced in 2006, gas equivalent to 15% of LNG production from LNG export projects is required to be reserved for domestic use as a condition of State approvals required for LNG projects. The policy is typically implemented through domestic gas commitment agreements entered into between project proponents and the State, allowing negotiations to occur on a case-by-case basis regarding the method by which the LNG project proponents fulfil their domestic gas commitments, including from alternative sources.
Woodside and (where applicable) its joint venture participants have domestic gas contractual commitments in place with the Western Australian State Government in respect to the North West Shelf (NWS), Pluto LNG, Scarborough and Wheatstone projects. In 2015, the NWS State Agreement (North West Gas Development (Woodside) Agreement 1979) was amended to include a new domestic gas commitment of 15% (or lesser approved amount) of total LNG quantity approved for use, supply or sale overseas to bring the NWS Project in line with the WA Domestic Gas Policy. In 2006, in connection with the final investment decision taken in respect of the Pluto LNG project, Woodside entered into an arrangement with the Western Australian State Government to market and make available for supply a quantity of domestic gas from Pluto, provided that Woodside was not required to supply domestic gas if it is not commercially viable to do so. In January 2021, Woodside signed a further agreement with the Western Australian State Government in which Woodside agreed to market and make available 45.6 PJ of additional domestic gas from its share of NWS Project gas, separate and in addition to the 2015 commitment from the NWS Joint Venture. In November 2021, Woodside signed a further domestic gas commitment agreement with the Western Australian State Government with respect to the Scarborough project pursuant to which, consistent with the WA Domestic Gas Policy, the Scarborough Joint Venture will make gas equivalent to 15% of its LNG exports available to the domestic market. In January 2021, Woodside signed a further domestic gas commitment agreement with the Western Australian State Government with respect to the Pluto acceleration project pursuant to which, consistent with the WA Domestic Gas Policy, Woodside will make gas equivalent to 15% of its LNG exports processed at the NWS Project as part of the Pluto acceleration project available to the domestic market. Woodside also has domestic gas commitments in respect to its interest in the Wheatstone LNG Project under a 2011 agreement with the Western Australian State Government.
Additional major legislation and regulations
Woodside’s Australian offshore operations beyond coastal waters are primarily governed by the OPGGSA and related legislation, which establishes a joint authority (Joint Authority) whereby relevant Australian state, territory and federal governments cooperate in the administration and supervision of petroleum activities in offshore areas beyond coastal waters. The OPGGSA provides for the grant of exploration permits, retention leases, production licences, pipeline licences and facilities licences within the areas of the OPGGSA’s jurisdictional operation. Within the coastal waters, petroleum operations are covered by the relevant state or Northern Territory legislation that is substantively similar to the OPGGSA.
The Offshore Petroleum and Greenhouse Gas Storage (Resource Management and Administration) Regulations 2011 (Cth) contain resource management provisions, including a requirement for the holder of a production licence to have in place a Field Development Plan approved by the Joint Authority before petroleum production can commence.
Many of Woodside’s operations rely on pipeline licences to transport oil and gas from the point of production to processing facilities and relevant markets. As mentioned above, the OPGGSA also provides for the grant of pipeline licences within the areas of the OPGGSA’s jurisdictional operation. Pipelines within the coastal waters of Western Australia are licensed under the Petroleum (Submerged Lands) Act 1982 (WA) and pipelines within the coastal waters of Victoria are licensed under the Offshore Petroleum and Greenhouse Gas Storage Act 2010 (Vic). Onshore pipelines in Western Australia are licensed under the Petroleum Pipelines Act 1969 (WA) and onshore pipelines in Victoria are licensed under the Pipelines Act 2005 (Vic).
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Woodside is also subject to the following laws, among others:
• | Various petroleum taxes, including royalties, excise taxes, temporary levies, and the Petroleum Resource Rent Tax (PRRT). In May 2023, the Australian Government announced rules aimed at ensuring offshore LNG projects make minimum PRRT payments once 7 years from first production have elapsed. The rules are intended to be effective from 1 July 2023. The related amendments to PRRT legislation were introduced into the Federal parliament on 16 November 2023. It is not yet clear when these amendments will receive Royal Assent. Subject to becoming law, these rules are expected to apply to the Pluto LNG Project from 1 July 2023 and the Wheatstone LNG Project from 1 July 2024. The announcement also included a commitment to remake the Petroleum Resource Rent Tax Assessment Regulation 2015 (Cth) (GTP Regulation). The price of sales gas, which is processed into LNG, and the treatment of tolling arrangements are determined under the GTP Regulation. On 22 December 2023, the Australian Government released an Exposure Draft of a remade GTP Regulation for consultation. |
• | Australia’s competition laws contained in the Competition and Consumer Act 2010 (Cth), which prohibit, among other things, engaging in conduct with the purpose or effect of substantially lessening competition, price fixing, cartel conduct, market sharing, concerted practices or bid rigging. The Act was also recently amended by the Competition and Consumer (Gas Market Code) Regulations 2023 (Cth) (Gas Code), which became effective on 11 July 2023, to allow for the imposition of gas price controls in the eastern Australian gas market. Currently, the price of gas produced by Woodside and supplied into the eastern Australian gas market is capped at $12/ GJ until 1 July 2025. The price cap may be updated by the Australian Competition and Consumer Commission every two years. The Gas Code also introduces a mandatory code of conduct that establishes minimum conduct and process standards for commercial negotiations for wholesale gas contracts, including good faith obligations and a ‘reasonable pricing’ provision. |
• | The Australian Domestic Gas Security Mechanism (ADGSM), established pursuant to the Customs (Prohibited Exports) Regulations 1958 (Cth) and the Customs (Prohibited Exports) (Operation of the Australian Domestic Gas Security Mechanism) Guidelines 2023 (Cth), by which the Australian Government can require LNG projects to prohibit exports or find offsetting sources of gas, to ensure that there are sufficient supplies of natural gas for domestic use. The ADGSM is intended to be a measure of last resort where market based solutions and other regulatory interventions have failed. |
• | Laws protecting the rights and interests of First Nations Australians and their cultural heritage. Since 1992, Australian common law has recognised that, in certain circumstances, First Nations Australians may have rights and interests over land and waters in accordance with their traditional laws and customs. The Native Title Act 1993 (Cth) (NTA) and complimentary state legislation recognise and protect the native title rights and interests of native title holders and registered native title claimants. Multiple pieces of Australian state and federal government legislation protect Aboriginal cultural heritage, rights and access to land in Australia and many of these laws are subject to review and change to ensure a greater level of involvement of First Nations Australians in decisions that may impact cultural heritage and other rights and interests. |
• | The Greater Sunrise Special Regime (GSSR), established pursuant to the Maritime Boundaries Treaty which came into force on 30 August 2019. Woodside holds production sharing contracts and retention leases covering its petroleum interests within GSSR under joint Australian/Timor-Leste administrative control. |
• | The Foreign Acquisitions and Takeovers Act 1975 (Cth) (FATA), regulations under the FATA and Australia’s Foreign Investment Policy, which are intended to encourage foreign investment in Australia that is not contrary to the Australian national interest. As Woodside is a reporting entity of a critical gas asset within the meaning of the Security of Critical Infrastructure Act 2018 (Cth), it is considered a ‘national security business’ under the FATA, meaning that certain investments by foreign investors (including foreign government investors) must be notified to the Australian Government and require prior approval from the Australian Treasurer in accordance with the FATA. |
• | There is legislation covering work health and safety (WHS) in both state and federal jurisdictions, with separate onshore and offshore regulation. WHS laws aim to protect workers’ health and safety by imposing obligations on all parties who are in a position to contribute to the management of workplace risks, including manufacturers and suppliers of equipment and substances, as well as employers and workers (including employees and contractors). Among other things, Woodside, as operator of both onshore and offshore facilities, is required to develop and comply with a comprehensive ‘safety case’ which describes the facility and provides details on the hazards and risks associated with the facility, the risk controls and the safety management system that will be used to minimise relevant risks. |
• | State legislation regulates matters such as long service leave, workers’ compensation, as well as anti-discrimination and equal opportunity. |
• | The OPGGSA also provides the legislative framework for CCS and CCUS projects in offshore areas beyond coastal waters and the grant of assessment permits, holding leases and injection licences. Within Western Australian coast waters, on 29 November 2023, the Western Australian Government recently introduced the Petroleum Legislation Amendment Bill 2023 (WA) to enable the transportation and geological storage of GHG in Western Australia. |
United States
In the United States, numerous federal agencies regulate specific portions of the industry and Woodside’s US operations. The US Federal Government directly regulates the development of hydrocarbon interests on federal lands, including those in the US Gulf of Mexico (GOM) and elsewhere in the Outer Continental Shelf (OCS). Federal leasing activities in recent years have been subject to political scrutiny and motivations, material uncertainties, delays, and legal challenges relating to potential impacts from climate change related to new offshore exploration and production or the adequacy of federal environmental reviews performed in connection with GOM lease auctions. Woodside is also subject to the following laws and regulatory agencies, among others.
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OCS regulation
The Outer Continental Shelf Lands Act (OCSLA) governs Woodside’s hydrocarbon activities on federal offshore oil and natural gas leases in the GOM. The OCSLA empowers the Department of the Interior (DOI), through its agencies the Bureau of Safety and Environmental Enforcement (BSEE), the Bureau of Ocean Energy Management (BOEM) and the Office of Natural Resources Revenue (ONRR), to administer and create regulations concerning the exploration and development of minerals in the OCS.
Leases on the OCS, which contain relatively standardised terms, are awarded under OSCLA authority through scheduled lease sales by BOEM based on competitive bidding and require compliance with detailed BSEE and BOEM regulations and orders issued pursuant to various federal laws, including the National Environmental Policy Act (NEPA) and the Coastal Zone Management Act (CZMA). For certain exploration and development activities, lessees are also required to obtain environmental permits from agencies such as the US Environmental Protection Agency (EPA).
Certain OCS activities are also subject to regulation under US Maritime Law by the US Coast Guard. In addition, offshore pipelines, including those located in the GOM, are subject to federal regulation including under the jurisdiction of the Federal Energy Regulatory Commission (FERC) and the Pipeline and Hazardous Materials Safety Administration (PHMSA), under the US Department of Transportation. BSEE has also adopted regulations for offshore pipelines under its jurisdiction covering similar matters.
Moreover, our US operations in the GOM are subject to extensive requirements related to the plugging and abandonment of wells and decommissioning of offshore structures and equipment. We may be required to post substantial financial assurance, such as surety bonds, or to otherwise demonstrate financial capability to support these decommissioning obligations, such as through access to insurance, the costs of which could be material. Further, BOEM is currently considering, through proposed updated financial assurance regulations, increasing its supplemental bonding requirements. Any such increase could generally drive up our operating costs by increasing the amount of security we are required to post and, in turn, stress the capacity of the surety bond market to provide sufficient bonds to meet resulting demands from the offshore oil and gas industry.
Environmental regulation
The Clean Air Act and comparable state laws and regulations govern emissions of various air pollutants through the issuance of permits and other authorization requirements. Since 2009, the EPA has been monitoring and regulating GHG emissions, including carbon dioxide and methane, from certain sources in the oil and gas sector due to their association with climate change. In addition, international climate efforts, including the 2015 Paris Agreement and the 2021 and 2022 Conferences of the Parties of the UN Framework Convention on Climate Change have resulted in commitments from many countries to reduce GHG emissions and have called for parties to eliminate certain fossil fuel subsidies and pursue further action on non-carbon dioxide GHGs.
In August 2022, President Biden signed into law the Inflation Reduction Act of 2022 (IRA), which expands policy support and incentives for deployment of CCUS, hydrogen and other low-carbon projects, including several enhancements to federal tax credits. The IRA also establishes a charge on methane emissions above a certain methane intensity threshold for facilities that report their GHG emissions under the EPA’s GHG Emissions Reporting Program Part 98 regulations. The methane emissions charge will be imposed beginning with respect to emissions reported for calendar year 2024. The methane emissions charge could increase our operating costs, which could adversely impact our business, financial condition and cash flows.
In December 2023, the EPA published a final rule to reduce methane and other pollution from oil and natural gas operations. Among other things, the final rule will phase out routine flaring of natural gas from new oil wells, require all well sites and compressor stations to be routinely monitored for leaks and provide companies greater flexibility to use innovative and cost- effective methane detection technologies. The IRA and the final rule will impact Woodside’s Shenzi asset and any future acquired GOM-operated assets.
The exploration, production, and transportation of crude oil and natural gas involves risk that hazardous liquids or flammable gases may be released into the environment and may cause substantial harm to the environment, natural resources, or human health and safety. Such incidents, as well as failure to comply with applicable environmental laws and regulations, may result in material expenditures for response actions, significant government civil or criminal fines and penalties, liability to government agencies for natural resources damages, and significant business interruption. In addition, a spill on or related to our properties and operations could expose us to joint and several and strict liability, without regard to fault. Existing and new laws and regulations could require us to evaluate and upgrade existing infrastructure and operational practices on an accelerated basis or pursue additional capital projects, any or all of which could result in increased operating costs, which in turn could have a material adverse effect on our business, financial condition or results of operations.
Laws and regulations are frequently subject to change, and the general trend in the United States has been for these governmental agencies to continue to evaluate and, as necessary, develop and implement new, more restrictive permitting, performance and disclosure requirements, particularly with respect to the protection of the environment, GHG emissions, natural resources, and worker health and safety. The 2024 US election cycle (including a presidential election) contributes to uncertainty on the future direction of regulatory change. In addition, offshore wind and carbon sequestration have the potential to increase competing uses of the OCS, which may limit future opportunities for offshore oil and gas operations. The modification of existing laws or regulations or the adoption of new laws or regulations curtailing or imposing greater restrictions on exploratory or development drilling for oil and gas for economic, political, social, environmental or other reasons could have a material adverse effect on our business, financial condition or results of operations.
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Senegal
In Senegal, Woodside’s PSC and the prospecting, exploration, exploitation and transportation of hydrocarbons, as well as the tax rules for such activities, are primarily governed by Law no. 98-05 dated 8 January 1998 (Petroleum Code) and its implementing decree no. 98-810 dated 6 October 1998. The Petroleum Code determines that the Senegalese Ministry of Petroleum and Energy is the competent authority for its implementation and is responsible for authorising activities for oil and gas prospecting, exploration, exploitation and transportation. While a revised Petroleum Code was introduced in 2019, the terms of that legislation state that any PSC issued prior to the introduction of the 2019 Petroleum Code retain their legal regime, and as such, the 1998 Petroleum Code continues to apply to Woodside’s PSC. There is also other legislation and regulation that applies to Woodside’s activities in Senegal including, without limitation, in respect of the environment and local content requirements.
MATERIAL LIMITATIONS
Woodside has certain obligations as part of its operations in Western Australia to provide natural gas into the Western Australian domestic market. Please refer to ‘Government regulations - Domestic gas reservation policy’ in this section for further information.
Woodside is subject to ordinary course production sharing contract limitations in Senegal. Refer to ‘Government regulations - Other jurisdictions’ in this section for further information.
SUMMARY OF MATERIAL LEGAL PROCEEDINGS
Woodside is involved from time to time in legal proceedings and governmental investigations of a character normally incidental to its business, including claims and pending actions against it seeking damages, or clarification or prosecution of legal rights and regulatory inquiries regarding business practices. Insurance or other indemnification protection may offset the financial impact on Woodside of a successful claim.
Except as set forth below, there are no governmental, legal or arbitral proceedings (including any such proceedings which are pending or threatened and of which Woodside is aware) which may have, or have had during the 12 months prior to the date of this report a significant effect on Woodside’s financial position or profitability:
• | In June 2022, the Australian Conservation Foundation Incorporated (ACF) (represented by the Environmental Defenders Office Ltd) commenced Federal Court of Australia proceedings in relation to the environmental assessment of the Scarborough project. The ACF is seeking a final injunction to restrain Woodside from carrying out offshore project activities for the Scarborough project. The trial has been set down for an estimate of three weeks, commencing on 2 September 2024. |
• | In addition, the proceedings arising from the application filed by the Conservation Council of Western Australia (CCWA) seeking judicial review of a decision by the CEO of the Western Australian Department of Water and Environmental Regulation to grant Woodside a works approval for the Pluto Train 2 project were settled in 2023. |
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6.4 Additional Information
Shareholder statistics
Information in this section is current as at 13 February 2024, unless otherwise stated. References to ‘the company’ or ‘Woodside’ are to Woodside Energy Group Ltd and references to shareholdings and other equity on those pages are to equity in Woodside Energy Group Ltd.
NUMBER OF SHAREHOLDINGS
There were 620,891 shareholders.
DISTRIBUTION OF SHAREHOLDINGS
The following table shows the distribution of Woodside Energy Group Ltd shareholders by size of shareholding and number of shareholders and shares as of 13 February 2024.
Size of shareholding
|
|
Number of holders
|
|
|
Number of shares1
|
|
|
% of issued capital
|
|
|||
1–1,000 |
503,618 | 118,595,289 | 6.25 | |||||||||
1,001–5,000 |
100,451 | 211,804,045 | 11.15 | |||||||||
5,001–10,000 |
11,202 | 77,790,076 | 4.10 | |||||||||
10,001–100,000 |
5,462 | 110,913,590 | 5.84 | |||||||||
Greater than 100,000 |
158 | 1,379,646,771 | 72.66 | |||||||||
Total |
620,891 | 1,898,749,771 | 100.00 |
1 | All issued shares carry voting rights on a one-for-one basis. |
UNMARKETABLE PARCELS
There were 62,107 members holding less than a marketable parcel of shares in the company (based on the closing market price of $31.13 on 13 February 2024).
Geographical distribution of shareholders and shareholding
Registered address
|
|
Number of holders
|
|
|
Number of shares
|
|
|
% of issued capital
|
|
|||
Australia |
602,134 | 1,886,776,367 | 99.37 | |||||||||
New Zealand |
7,530 | 6,333,881 | 0.33 | |||||||||
United Kingdom |
3,225 | 2,130,124 | 0.11 | |||||||||
United States of America |
1,885 | 1,122,322 | 0.06 | |||||||||
Other |
6,117 | 2,387,077 | 0.13 | |||||||||
Total |
620,891 | 1,898,749,771 | 100.00 |
US shareholdings
Classification of holder
|
|
Number of holders
|
|
|
Number of shares
|
|
|
% of issued capital
|
|
|||
Registered holders of voting securities |
1,885 | 1,122,322 | 0.06 | |||||||||
ADR holders |
2,338 | 47,844,455 | 2.52 |
Distribution of rights holdings
The following table shows the distribution of Woodside Energy Group Ltd rights by size of holding and number of holders and rights as of 13 February 2024.
Size of holding
|
Number
|
Number of rights
|
% of rights
|
|||||||||
1–1,000 |
705 | 414,060 | 2.87 | |||||||||
1,001–5,000 |
3,275 | 7,512,825 | 52.01 | |||||||||
5,001–10,000 |
243 | 1,589,691 | 11.00 | |||||||||
10,001–100,000 |
142 | 3,475,465 | 24.06 | |||||||||
Greater than 100,000 |
7 | 1,452,761 | 10.06 | |||||||||
Total |
4,372 | 14,444,802 | 100.00 |
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TWENTY LARGEST SHAREHOLDERS
The following table sets out the 20 largest shareholders of ordinary shares listed on the Woodside Energy Group Ltd share register and the details of their shareholding as of 13 February 2024.
Shareholders
|
|
Shares Held |
|
|
% of issued capital |
|
||
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED |
565,630,320 | 29.79 | ||||||
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED |
341,304,362 | 17.98 | ||||||
CITICORP NOMINEES PTY LIMITED |
173,343,239 | 9.13 | ||||||
CITICORP NOMINEES PTY LIMITED <CITIBANK NY ADR DEP A/C> |
48,744,455 | 2.57 | ||||||
NATIONAL NOMINEES LIMITED |
38,168,780 | 2.01 | ||||||
BNP PARIBAS NOMS PTY LTD |
36,196,274 | 1.91 | ||||||
COMPUTERSHARE CLEARING PTY LTD <CCNL DI A/C> |
31,200,312 | 1.64 | ||||||
BNP PARIBAS NOMINEES PTY LTD ACF CLEARSTREAM |
19,941,977 | 1.05 | ||||||
BNP PARIBAS NOMINEES PTY LTD <AGENCY LENDING A/C> |
13,561,156 | 0.71 | ||||||
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED <NT-COMNWLTH SUPER CORP A/C> |
13,363,475 | 0.70 | ||||||
CITICORP NOMINEES PTY LIMITED <COLONIAL FIRST STATE INV A/C> |
9,617,598 | 0.51 | ||||||
BNPP NOMS PTY LTD HUB24 CUSTODIAL SERV LTD |
8,617,134 | 0.45 | ||||||
NETWEALTH INVESTMENTS LIMITED <WRAP SERVICES A/C> |
7,606,775 | 0.40 | ||||||
AUSTRALIAN FOUNDATION INVESTMENT COMPANY LIMITED |
3,816,348 | 0.20 | ||||||
ARGO INVESTMENTS LIMITED |
3,571,455 | 0.19 | ||||||
AUSTRALIAN FOUNDATION INVESTMENT COMPANY LIMITED |
2,954,652 | 0.16 | ||||||
NETWEALTH INVESTMENTS LIMITED <SUPER SERVICES A/C> |
2,837,416 | 0.15 | ||||||
MUTUAL TRUST PTY LTD |
2,798,294 | 0.15 | ||||||
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED |
2,518,358 | 0.13 | ||||||
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 |
2,455,728 | 0.13 | ||||||
1,328,248,108 | 69.95 |
SUBSTANTIAL SHAREHOLDERS
Substantial shareholders as disclosed in substantial shareholder notices given to the company are as follows:
Date of last notice
|
||||||||||
|
||||||||||
Substantial shareholder | Title of class | Date received |
Date of change |
Shares held1 | % of total voting rights1 |
|||||
BlackRock Group (BlackRock Inc. and subsidiaries) | Ordinary shares | 8 February 2024 | 5 February 2024 | 133,581,277 | 7.03 | |||||
BlackRock Group (BlackRock Inc. and subsidiaries) | ADR 1:1 | 8 February 2024 | 5 February 2024 | 1,992,368 | 0.11 | |||||
Vanguard Group (The Vanguard Group, Inc. and its controlled entities) | Ordinary shares | 23 June 2022 | 17 June 2022 | 95,642,3122 | 5.037 | |||||
State Street Corporation and subsidiaries | Ordinary shares | 6 September 2022 | 1 September 2022 | 95,780,835 | 5.04 |
1 | These figures quoted are based on the number owned and voting rights provided in the latest applicable substantial shareholder notice. |
2 | As stated in its latest substantial shareholder notice, Vanguard Group also holds 42,270 shares of Woodside ADR. |
BUY BACKS
There are currently no on-market buy backs.
ESCROWED AND RESTRICTED SECURITIES
Woodside Energy Group Ltd does not have any restricted securities or securities subject to voluntary escrow on issue.
ON-MARKET PURCHASES FOR WOODSIDE EMPLOYEE INCENTIVE PLANS1,2
Period | Total shares purchased |
Average price paid per share (A$) | Average price paid per share (US$) | Number of shares purchased for employee plans | ||||
February 2023 |
399,500 | 35.99 | 24.22 | 399,500 | ||||
March 2023 |
399,500 | 36.57 | 24.67 | 399,500 | ||||
August 2023 |
1,533,121 | 37.66 | 24.21 | 1,533,121 | ||||
Total |
2,332,121 | 37.33 | 24.42 | 2,332,121 |
1 | These shares were purchased to satisfy employee incentive plan requirements. |
2 | The on-market purchases for Woodside employee incentive plans total 0.12% of total share capital. |
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ANNUAL GENERAL MEETING
The 2024 Annual General Meeting (AGM) of Woodside Energy Group Ltd will be held on 24 April 2024. Details of the business of the meeting will be provided in the AGM notice. The AGM will be webcast live on the internet. An archived version of the webcast will be placed on the Woodside website to enable the proceedings to be viewed at a later time. The closing date for receipt of director nominations was 19 February 2024.
DOCUMENTS ON DISPLAY
Documents filed by Woodside on the ASX are available at asx.com.au and documents filed with the Financial Conduct Authority (FCA) in the UK, including copies of announcements made to the LSE, are available at data.fca.org.uk/#/nsm/nationalstoragemechanism. Woodside files Annual Reports and other reports and information with the US Securities and Exchange Commission (SEC). These filings are available on the SEC’s website at sec.gov.
Documents filed on the ASX or with the FCA or SEC are not incorporated by reference into this report. The documents referred to in this report as being available on our website, woodside.com, are not incorporated by reference and do not form part of this report.
WOODSIDE ENERGY GROUP LTD
Woodside was registered under Australian corporate law in 1971 and listed on the ASX on 18 November 1971. Woodside’s shares are currently listed on the ASX and LSE under the ticker symbol ‘WDS’ and its American Depositary Shares (ADS) are listed on the NYSE under the symbol ‘WDS’. Following the approval of Woodside shareholders at Woodside’s Annual General Meeting on 19 May 2022, Woodside changed its name from ‘Woodside Petroleum Ltd.’ to ‘Woodside Energy Group Ltd’ effective 20 May 2022.
Woodside’s registered office is Mia Yellagonga, 11 Mount Street, Perth, Western Australia 6000, Australia, telephone +61 8 9348 4000. Additional information about Woodside can be found on its website at woodside.com.
DIVIDEND PAYMENTS
Woodside determines its dividends in US dollars as this is our functional and presentation currency. Woodside pays its dividends in Australian dollars, unless a shareholder’s registered address is in the United Kingdom (UK), where they are paid in UK pounds sterling, or in the United States of America (USA), where they are paid in US dollars, or in New Zealand (NZ), where they are paid in NZ dollars.
Shareholders may have their dividends paid directly into any bank or building society account in Australia, the USA, the UK or NZ. Payments are electronically credited on the dividend payment date and confirmed by payment advice. To request direct crediting of dividend payments, please contact the share registry or visit the share registry website (investorcentre.com/wds).
Shareholders must make an election to alter their dividend currency by the business day after the record date for the dividend.
Shareholders who reside outside the USA, the UK, Australia and NZ may elect to receive their dividend electronically in their local currency using the share registry’s Global Wire Payment Service. For a list of currencies offered and how to subscribe to the service, please contact the share registry.
For more information on this topic, refer to Woodside’s website for the history of dividends paid by the company at woodside. com
CHANGE OF ADDRESS OR BANKING DETAILS
Shareholders should immediately notify the share registry of any change to their address or banking arrangements for dividends electronically credited to a bank account.
For more information on this topic, refer to the share registry website to change details at investorcentre.com/wds
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AUSTRALIAN SECURITIES EXCHANGE
Investors who hold Woodside shares listed on the ASX seeking information about their shareholdings should contact Woodside’s Australian share registry:
Computershare Investor Services Pty Limited
Address: | Level 17, 221 St Georges Terrace Perth WA 6000 |
|
Postal address: | GPO Box D182 Perth WA 6840 |
|
Telephone: | 1300 558 507 (within Australia) +61 3 9415 4632 (outside Australia) |
|
Email: | web.queries@computershare.com.au | |
Website: | investorcentre.com/wds |
The share registry can assist with queries on share transfers, dividend payments, the dividend reinvestment plan, notification of tax file numbers and changes of name, address or bank account details.
For security reasons, you will need your Security Reference Number (SRN) or Holder Identification Number (HIN) when communicating with the share registry. The share registry website allows shareholders to make changes to address and banking details online.
For more information on this topic, refer to the share registry website to change details at investorcentre.com/wds
LONDON STOCK EXCHANGE
Woodside shares are traded on the Main Market for listed securities of the London Stock Exchange (with trades settled in the form of UK Depository Interests) under the symbol ‘WDS’. Woodside has appointed Computershare Investor Services PLC as its registrar.
If you have a query regarding your shareholding, please contact Computershare in the United Kingdom:
Computershare Investor Services Pty Limited
Postal address: | Computershare Investor Services PLC | |
The Pavilions, Bridgwater Road Bristol BS99 6ZZ |
||
Telephone: | +44 (0) 370 703 6075 | |
Email: | WebCorres@computershare.co.uk | |
Website: | computershare.com/uk |
AMERICAN DEPOSITARY RECEIPTS
We have an American Depositary Receipts (ADR) program. The ADR program has a 1:1 ordinary share to American Depositary Share (ADS) ratio.
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Depositary fees
Citibank serves as the depositary bank for our ADR program. ADR holders agree to the terms in the deposit agreement filed with the SEC for depositing ADSs or surrendering the ADSs for cancellation and for certain services as provided by Citibank. Holders are required to pay all fees for general depositary services provided by Citibank in each of our ADR programs, as set forth in the table below.
Service | Fees | |
Issuance of ADSs upon deposit of shares. | Up to $0.05 per ADS issued. | |
Cancellation of ADSs. | Up to $0.05 per ADS cancelled. | |
Distribution of cash dividends or other cash distributions. | Up to $0.05 per ADS held. | |
Distribution of securities other than ADSs or rights to purchase additional ADSs. | Up to $0.05 per ADS held. | |
ADS Services. | Up to $0.05 per ADS held on the applicable record date(s) established by the Depositary. | |
Registration of ADS transfers. | Up to $0.05 per ADS transferred. | |
Conversion of ADSs of one series for ADSs of another series. | Up to $0.05 per ADS converted. |
FEES PAYABLE BY THE DEPOSITARY TO THE ISSUER
Citibank reimburses Woodside for certain expenses Woodside incurs in connection with its ADR program, subject to certain ceilings. These reimbursable expenses currently include, but are not limited to, legal, accounting and reserve engineer fees, listing fees, expenses related to investor relations in the United States, fees payable to service providers for the distribution of material to ADR holders and expenses to remain in compliance with applicable US laws and NYSE listing standards. Citibank has further agreed to waive certain fees in connection with Woodside’s ADR program. These waived expenses currently include, but are not limited to, standard costs associated with the administration of the ADR program and certain fees in connection with issuance of ADRs under Woodside’s equity compensatory plans. For the year ended 31 December 2023, direct reimbursements and waived fees totalled approximately US$1,633,000. Under certain circumstances, including termination of our ADS program or removal of our Depositary, we may be required to repay to the Depositary a portion of the amounts reimbursed in prior periods.
The ADSs issued under our ADR programs trade on the NYSE under the stock ticker WDS. As of 13 February 2024, there were 47,844,455 ADSs on issue and outstanding in the Woodside ADS program.
ADR holders should deal directly with Citibank on all matters related to their ADRs, using the details below. Enquiries should be directed to:
Citibank Shareholder Services
Address: | PO Box 43077 Providence Rhode Island 02940-3077 |
|
USA Toll Free: | 1-877-CITI-ADR | |
International: | +1 781 575 4555 | |
Email: | citibank@shareholders-online.com |
Investor Relations enquiries
Address: | Woodside Energy Group Ltd Mia Yellagonga 11 Mount Street Perth WA 6000 |
|
Postal address: | GPO Box D188 Perth WA 6840 | |
Telephone: | +61 8 9348 4000 | |
Email: | investor@woodside.com | |
Website: | woodside.com |
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For additional information regarding Woodside ADSs, please refer to Exhibit 2.1—Description of Securities to this report on Form 20-F.
EXCHANGE CONTROLS
Under Australian foreign exchange controls currently in effect, transfers of capital to and from Australia are not subject to prior government approval and, except as described below, Australia does not restrict the flow of currency into or out of the country. Regulations may be made under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) of Australia (AML/ CTF Act) prohibiting the entering into of transactions involving prescribed foreign countries. As of the date of this report, no such regulations are in place. To control tax evasion and money laundering, the AML/CTF Act also requires certain transactions to be reported to the Australian Transaction Reports and Analysis Centre (AUSTRAC) and prohibits reporting entities from providing certain ‘designated services’ to customers without having complied with certain obligations under the AML/CTF Act (for example ‘know your customer’ checks). In addition, the Financial Transaction Reports Act 1988 (Cth) (FTR Act) imposes certain obligations on solicitors and ‘cash dealers’ to report ‘significant cash transactions’. The Autonomous Sanctions Regulations 2011 (Cth) promulgated under the Autonomous Sanctions Act 2011 (Cth) of Australia, the Charter of the United Nations Act 1945 (Cth) of Australia and other acts and regulations in Australia restrict or prohibit payments, transactions or other dealings with assets having a proscribed connection with certain countries or named individuals or entities subject to financial sanctions or identified with terrorism. The Australian Department of Foreign Affairs and Trade (DFAT) maintains a list of all persons and entities subject to financial sanctions or having a proscribed connection with terrorism which is available to the public at DFAT’s website. There are no specific restrictions regarding the remittance of profits, dividends or capital.
TAXATION
This section describes the material United States and Australian Federal income tax consequences to a US holder (as defined below) of owning shares or ADSs (together, ‘Woodside Securities’). It applies to you only if you acquire your shares or ADSs and you hold your shares or ADSs as capital assets for tax purposes. This discussion addresses only United States and Australian Federal income taxation and does not discuss all of the tax consequences that may be relevant to you in light of your individual circumstances, including foreign, state or local tax consequences, estate and gift tax consequences, and tax consequences arising under the Medicare contribution tax on net investment income or the alternative minimum tax. This section does not apply to you if you are a member of a special class of holders subject to special rules, including:
• | a dealer in securities, |
• | a trader in securities that elects to use a mark-to-market method of accounting for securities holdings, |
• | a tax-exempt organisation, |
• | a life insurance company, |
• | a person that actually or constructively owns 10% or more of the combined voting power of our voting stock or of the total value of our stock, |
• | a person that holds shares or ADSs as part of a straddle or a hedging or conversion transaction, |
• | a person that purchases or sells shares or ADSs as part of a wash sale for tax purposes, or |
• | a person whose functional currency is not the US dollar. |
This section is based on the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations, published rulings and court decisions, all as currently in effect, as well as on the Convention Between the United States of America and Australia (the Treaty). These authorities are subject to change, possibly on a retroactive basis. In addition, this section is based in part upon the representations of the Depositary and the assumption that each obligation in the Deposit Agreement will be performed in accordance with its terms.
You are a US holder if you are a beneficial owner of shares or ADSs and you are, for United States Federal income tax purposes:
• | a citizen or resident of the United States, |
• | a domestic corporation, |
• | an estate whose income is subject to United States Federal income tax regardless of its source, or |
• | a trust if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorised to control all substantial decisions of the trust. |
If an entity or arrangement that is treated as a partnership for United States Federal income tax purposes holds the shares or ADSs, the United States Federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding the shares or ADSs should consult its tax advisor with regard to the United States Federal income tax treatment of an investment in the shares or ADSs.
You should consult your own tax advisor regarding the United States Federal, state and local and Australian Federal tax consequences of owning and disposing of shares and ADSs in your particular circumstances. In particular, you should confirm whether you qualify for the benefits of the Treaty and the consequences of failing to do so.
In general, and taking into account the earlier assumptions, for United States Federal income tax purposes, if you hold ADRs evidencing ADSs, you will be treated as the owner of the shares represented by those ADRs.
Exchanges of shares for ADRs, and ADRs for shares, generally will not be subject to United States Federal income tax.
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Material United States Federal Income Tax Consequences
The tax treatment of your shares or ADSs will depend in part on whether or not we are classified as a passive foreign investment company, or PFIC, for United States Federal income tax purposes. Except as discussed below under “PFIC Classification”, this discussion assumes that we are not classified as a PFIC for United States Federal income tax purposes.
Taxation of Distributions
Under the United States Federal income tax laws, the gross amount of any distribution we pay out of our current or accumulated earnings and profits (as determined for United States Federal income tax purposes), other than certain pro-rata distributions of our shares, will be treated as a dividend that is subject to United States Federal income taxation. If you are a noncorporate U.S. holder, dividends that constitute qualified dividend income will be taxable to you at the preferential rates applicable to long-term capital gains provided that you hold the shares or ADSs for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date and meet other holding period requirements.
Dividends we pay with respect to the shares or ADSs generally will be qualified dividend income provided that, in the year that you receive the dividend, we are eligible for the benefits of the Treaty. We believe that we are currently eligible for the benefits of the Treaty and we therefore expect that dividends on the shares and ADS will be qualified dividend income, but there can be no assurance that we will continue to be eligible for the benefits of the Treaty.
You must include any Australian tax withheld from the dividend payment in this gross amount even though you do not in fact receive it. The dividend is taxable to you when you, in the case of shares, or the Depositary, in the case of ADSs, receive the dividend, actually or constructively. The dividend will not be eligible for the dividends-received deduction generally allowed to United States corporations in respect of dividends received from other United States corporations. The amount of the dividend distribution that you must include in your income will be the US dollar value of the Australian dollar payments made, determined at the spot Australian dollar/US dollar rate on the date the dividend is distributed, regardless of whether the payment is in fact converted into US dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend is distributed to the date you convert the payment into US dollars will be treated as ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income. The gain or loss generally will be income or loss from sources within the United States for foreign tax credit limitation purposes. Distributions in excess of current and accumulated earnings and profits, as determined for United States Federal income tax purposes, will be treated as a non-taxable return of capital to the extent of your basis in the shares or ADSs and thereafter as capital gain. However, we do not expect to calculate earnings and profits in accordance with United States Federal income tax principles. Accordingly, you should expect to generally treat distributions we make as dividends.
Subject to certain limitations, the Australian tax withheld in accordance with the Treaty and paid over to Australia will generally be creditable against your United States Federal income tax liability. To the extent a reduction or refund of the tax withheld is available to you under Australian law or under the Treaty, the amount of tax withheld that could have been reduced or that is refundable will not be eligible for credit against your United States Federal income tax liability.
Dividends will generally be income from sources outside the United States and will generally be ‘passive’ income for purposes of computing the foreign tax credit allowable to you.
Taxation of Capital Gains
If you are a US holder and you sell or otherwise dispose of your shares or ADSs, you will recognise capital gain or loss for United States Federal income tax purposes equal to the difference between the US dollar value of the amount that you realise and your tax basis, determined in US dollars, in your shares or ADSs. Your tax basis would generally equal the cost of your shares or ADSs, or if you received the shares or ADSs pursuant to a taxable distribution, the fair market value of the shares or ADSs at the time of such distribution, reduced by any distributions on the shares or ADSs that were treated as a return of capital for United States Federal income tax purposes. Capital gain of a non-corporate US holder is generally taxed at preferential rates where the property is held for more than one year. The gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes. Your ability to deduct capital losses is subject to limitations.
PFIC Classification
We believe that we should not be currently classified as a PFIC for United States Federal income tax purposes and we do not expect to become a PFIC in the foreseeable future. However, this conclusion is a factual determination that is made annually and thus may be subject to change. It is therefore possible that we could become a PFIC in a future taxable year.
In general, we will be a PFIC in a taxable year if:
• | at least 75% of our gross income for the taxable year is passive income; or |
• | at least 50% of the value, determined on the basis of a quarterly average, of our assets in such taxable year is attributable to assets that produce or are held for the production of passive income. |
If we were to be treated as a PFIC and you are a US holder, gain realised on the sale or other disposition of your shares or ADSs would in general not be treated as capital gain. Instead, you would generally be treated as if you had realised such gain and certain ‘excess distributions’ ratably over your holding period for the shares or ADSs and would be taxed at the highest tax rate in effect for each previous year to which the gain was allocated in which we were a PFIC with respect to you, together with an interest charge in respect of the tax attributable to each such year. With certain exceptions, your shares or ADSs will be treated as stock in a PFIC if we were a PFIC at any time during your holding period in your shares or ADSs. Dividends that you receive from us will not be eligible for the special tax rates applicable to qualified dividend income if we are a PFIC or are treated as a PFIC with respect to you either in the taxable year of the distribution or the preceding taxable year, but instead will be taxable at rates applicable to ordinary income. If you own shares or ADSs during any year that we are a PFIC with respect to you, you may be required to file Internal Revenue Service (IRS) Form 8621.
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Material Australian tax considerations
This section is based on the Income Tax Assessment Act 1936 (Cth) and the Income Tax Assessment Act 1997 (Cth), as amended, its legislative history, existing and proposed regulations, published rulings and court decisions, all as currently in effect, as well as on the Treaty. These authorities are subject to change, possibly on a retroactive basis.
Dividends (including other distributions treated as dividends for Australian tax purposes) paid by Woodside to a US Holder that is not an Australian resident for Australian tax purposes will generally not be subject to Australian withholding tax if they are fully franked (broadly, where a dividend is franked, tax paid by Woodside is imputed to the shareholders).
Dividends paid to such US Holders, which are not fully franked, will generally be subject to Australian withholding tax not exceeding 15% only to the extent (if any) that the dividend is neither:
• | franked; nor |
• | declared by Woodside to be conduit foreign income. (Broadly, this means that the relevant part of the dividend is declared to have been paid out of foreign source amounts received by Woodside that are not subject to tax in Australia, such as dividends remitted to Australia by foreign subsidiaries). |
The Australian withholding tax outcome described above applies to US Holders who are eligible for benefits under the Tax Convention between Australia and the US as to the Avoidance of Double Taxation (the Australian Tax Treaty). Otherwise, the rate of Australian withholding tax may be 30%.
In contrast, dividends (including other distributions treated as dividends for Australian tax purposes) paid by Woodside to a US Holder may instead by taxed by assessment in Australia if the US Holder:
• | is an Australian resident for Australian tax purposes (although tax will generally not exceed 15% where the US Holder is eligible for benefits under the Australian Tax Treaty as a treaty resident of the US and any franking credits may be creditable against their Australian income tax liability); or |
• | carries on business in Australia through a permanent establishment as defined in the Australian Tax Treaty, or performs personal services from a fixed base in Australia, and the shareholding in respect of which the dividend is paid is effectively connected with that permanent establishment or fixed base, (however, in such a case any franking credits may be creditable against the Australian income tax liability). |
The treatment of dividends outlined above may be modified where the shareholding in Woodside is held through a trust, limited partnership, limited liability company, pension fund, sovereign wealth fund or other investment vehicle. Affected US Holders should seek their own advice in relation to such arrangements.
Material Australian tax considerations—disposals of Woodside Securities
Gains made by US Holders on the sale of Woodside Securities will generally not be taxed in Australia.
However, the precise Australian tax treatment of gains made by US Holders on the sale of Woodside Securities generally depends on whether or not the gain is an Australian sourced gain of an income nature for Australian income tax purposes.
Where the gain is of an income nature, a US Holder will generally only be liable to Australian income tax on an assessment basis (whether or not they are also an Australian resident for Australian tax purposes) if:
• | they are not eligible for benefits under the Australian Tax Treaty and the gain is sourced in Australia for Australian tax purposes; or |
• | they are eligible for benefits under the Australian Tax Treaty but the gain constitutes any of the following (in which case the gain will be deemed to have an Australian source): |
• | business profits of an enterprise attributable to a permanent establishment situated in Australia through which the enterprise carries on business in Australia; or |
• | income or gains from the alienation of property that form part of the business property of a permanent establishment of an enterprise that the US Holder has in Australia, or pertain to a fixed base available to the US Holder in Australia for the purpose of performing independent personal services; or |
• | income derived from the disposition of shares in a company, the assets of which consist wholly or principally of real property (which includes rights to exploit or to explore for nature resources) situated in Australia, whether such assets are held directly or indirectly through one or more interposed entities. |
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Where the gain is not taxed as Australian sourced income, the US Holder will generally only be liable to Australian capital gains tax on an assessment basis if they acquired (or are deemed to have acquired) their Woodside Securities after 19 September 1985 and one or more of the following applies:
• | the US Holder is an Australian resident for Australian tax purposes; or |
• | the Woodside Securities have been used by the US Holder in carrying on a business through permanent establishment in Australia; or |
• | the Woodside Securities constitute an ‘indirect Australian real properly interest’ for Australian CGT purposes – this will generally be the case if the US Holder (either alone or together with associates) directly or indirectly owns or owned 10% or more of the issued share capital of Woodside at the time of disposal or throughout a 12-month period during the two years prior to the time of disposal and, at the time of the disposal, the sum of market values of Woodside’s assets (held directly or through interposed entities) that are not taxable Australian real property at that time (which, for these purposes includes mining, quarrying or prospecting rights in respect of minerals, petroleum or quarry materials situated in Australia); or |
• | the US Holder is an individual who is not eligible for benefits under the Australian Tax Treaty as a treaty resident of the US and elected on becoming a non-resident of Australia to continue to have the Woodside Securities subject to Australian capital gains tax. |
In certain circumstances, if the Woodside Securities constitute an ‘indirect Australian real property interest’ for Australian CGT purposes, the purchaser may be required to withhold under the non-resident CGT withholding regime an amount equal to 12.5% of the purchase price in situations including where the acquisition is undertaken by way of an off-market transfer. It has been announced this withholding rate will be increased to 15% in respect of sale contracts entered into on or after 1 January 2025.
Affected US Holders should seek their own advice in relation to how this withholding regime may apply to them.
The comments above on the sale of Woodside Securities do not apply:
• | to temporary residents of Australia who should seek advice that is specific to their circumstances; or |
• | if the Investment Management Regime (IMR) applies to the US Holder, which exempts from the Australian income tax and capital gains tax gains made on disposal by certain categories of non-resident funds – called IMR entities – of (relevantly) portfolio interests in Australian public companies (subject to a number of conditions). The IMR exemptions broadly apply to widely held IMR entities in relation to their direct investments and indirect investments made through an independent |
Australian fund manager. The exemptions apply to gains made by IMR entities that are treated as companies for Australian tax purposes as well as gains made by non-resident investors in IMR entities that are treated as trusts and partnerships for Australian tax purposes.
THE FOREGOING DISCUSSION IS NOT TAX ADVICE OR A COMPREHENSIVE DISCUSSION OF ALL US AND AUSTRALIAN FEDERAL INCOME TAX CONSEQUENCES TO US HOLDERS OF WOODSIDE SECURITIES. SUCH HOLDERS SHOULD CONSULT WITH, AND RELY SOLELY UPON, THEIR OWN TAX ADVISERS TO DETERMINE THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE OWNERSHIP AND DISPOSITION OF WOODSIDE SECURITIES, INCLUDING THE EFFECT OF ANY US FEDERAL, STATE, LOCAL, NON-US, OR OTHER TAX LAWS.
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KEY ANNOUNCEMENTS 2023
January |
Fourth quarter 2022 results | |||
February |
Annual General Meeting 2023 |
|||
Line-item guidance and other items | ||||
Full-Year 2022 results | ||||
US Annual Report 2022 (Form 20-F) | ||||
Sustainable Development Report 2022 | ||||
Climate Report 2022 | ||||
March |
Changes to Woodside Board | |||
April |
First quarter 2023 results | |||
Appointment – Executive Vice President Australian Operations | ||||
June |
Fatality at North Rankin Complex | |||
Woodside approves investment in Trion development | ||||
Report on payments to governments 2022 | ||||
July |
Sangomar project update | |||
Second quarter 2023 results | ||||
August |
Woodside to sell 10% Scarborough interest to LNG Japan | |||
Half-Year 2023 results | ||||
Trion receives regulatory approval | ||||
October |
Third quarter 2023 report | |||
November |
Investor Briefing Day 2023 | |||
December |
Woodside and Mexico Pacific sign LNG supply agreement | |||
Response to media speculation | ||||
January 2024 |
Fourth quarter 2023 report | |||
Appointment of Director and changes to Committee Membership | ||||
February 2024 |
Woodside concludes discussions with Santos | |||
Woodside releases Reserves Statement and financial updates |
||||
Woodside to sell 15.1% Scarborough interest to JERA |
||||
EVENTS CALENDAR 2024 |
||||
Key calendar dates for Woodside shareholders in 2024. Please note dates are subject to review.
|
||||
February |
27 | Full-Year 2023 results and briefing | ||
27 | Annual Report 2023 | |||
27 | US Annual Report 2023 (Form 20-F) | |||
27 | Climate Transition Action Plan and 2023 Progress Report | |||
March |
7 | Ex-dividend date for dividend entitlement | ||
8 | Record date for dividend entitlements | |||
April |
4 | Payment date |
||
19 | First quarter 2024 results | |||
24 | Annual General Meeting | |||
June |
30 | Half-Year end 2024 | ||
July |
23 | Second quarter 2024 results | ||
August |
27 | Half-Year 2024 results | ||
October |
16 | Third quarter 2024 results | ||
November |
Investor Briefing Day 2024 | |||
December |
31 | Year-end 2024 |
6.5 Additional Information
Asset facts
PRODUCING FACILITIES
Australia |
Asset | Role | Equity | Infrastructure | Capacity (100% project) | Product | |||||
Pluto LNG |
Operator | 90% |
Pluto LNG Plant (onshore gas plant) | LNG: 4.9 Mtpa Domestic gas: 25 TJ/d |
LNG, pipeline gas and condensate | |||||
Pluto Platform (steel jacket fixed platform) |
Dry gas: 1,320 MMscf/d | Gas and condensate | ||||||||
North West Shelf1 |
Operator | 33.33% |
Karratha Gas Plant (onshore gas plant) | LNG: 16.9 Mtpa Domestic Gas: 630 TJ/d |
LNG, pipeline gas, condensate and |
|||||
Condensate: 14,385 tonnes/d | NGLs | |||||||||
North Rankin Complex (steel jacket fixed platform) |
Dry gas: 60,000 tonnes/d Condensate: 6,200 tonnes/d |
Gas and condensate | ||||||||
Goodwyn A Platform (steel jacket fixed platform) |
Dry gas: 38,000 tonnes/d Condensate: 18,000 tonnes/d |
Gas and condensate | ||||||||
Angel Platform (steel jacket fixed platform) |
Dry gas: 21,500 tonnes/d Condensate: 8,600 sm3/d |
Gas and condensate | ||||||||
Wheatstone2 |
Non-Operator | 13% |
Wheatstone LNG Plant (onshore gas plant) | LNG: 8.9 Mtpa Domestic gas: 215 TJ/d Condensate: 8,661 sm3/d |
LNG, pipeline gas and condensate |
|||||
Wheatstone Platform (steel gravity structure platform) | Dry gas: 1,970 MMscf/d Condensate: 8,600 sm3/d |
Gas and condensate | ||||||||
Okha FPSO |
Operator |
50% |
FPSO | Oil: 60,000 bbl/d Gas: 82 MMscf/d |
Crude oil | |||||
Ngujima-Yin FPSO |
Operator |
60% |
FPSO | Oil: 120,000 bbl/d | Crude oil | |||||
Bass Strait |
Non-Operator | 50% |
Longford (onshore gas plant) | Gas: 1,040 TJ/d Crude oil and condensate: 65,000 bbl/d Liquefied petroleum gas: 5,150 tonnes/d Ethane: 850 tonnes/d |
Crude oil, pipeline gas, condensate and NGLs | |||||
Long Island Point (onshore processing and storage plant) | ||||||||||
Barracouta (steel jacket platform and West Barracouta subsea tieback) | ||||||||||
Snapper (steel jacket platform) | ||||||||||
Marlin/Turrum (steel jacket platform) | ||||||||||
Tuna/West Tuna (steel jacket platform and concrete gravity structure) | ||||||||||
Oil Block (3 steel jacket platforms) | ||||||||||
32.5% | Kipper (subsea tieback to West Tuna) | |||||||||
Pyrenees FPSO |
Operator |
40-71.4% |
FPSO | Oil: 96,000 bbl/d | Crude oil | |||||
Macedon |
Operator |
71.4% |
Onshore single-train gas plant | Gas: 220 MMscf/d Condensate: 110 bbl/d |
Pipeline gas |
1 | The North West Shelf consists of a number of active joint ventures. Woodside’s participating interest is 33.33% in all of these apart from the NWS joint ventures with CNOOC. Woodside’s participating interest in the CLNG JV is 25% and in the Extended Interest JVs is 31.567%. |
2 | The Wheatstone assets process gas from several offshore gas fields, including the Julimar and Brunello fields, for which Woodside has a 65% participating interest and is the operator. |
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International |
Asset | Role | Equity | Infrastructure | Capacity (100% project) | Product | |||||
Greater Angostura |
Operator | 45% |
Angostura – Block 2(c) (central processing platform) |
Oil: 100,000 bbl/d Gas: 340 MMscf/d |
Crude oil and pipeline gas | |||||
68.46% |
Ruby – Block 3(a) (well protector platform) |
|||||||||
Greater Shenzi |
Operator |
72% |
Tension leg platform | Oil: 100,000 bbl/d Gas: 50 MMscf/d |
Crude oil, pipeline gas, condensate and NGLs | |||||
Atlantis |
Non-operator |
44% |
Semi-submersible FPU | Oil: 200,000 bbl/d Gas: 180 MMscf/d |
Crude oil, pipeline gas, condensate and NGLs | |||||
Mad Dog |
Non-operator | 23.9% |
Phase 1 (A-spar) Truss spar | Oil: 100,000 bbl/d Gas: 60 MMscf/d |
Crude oil, pipeline gas, condensate and NGLs | |||||
Phase 2 (Argos) semi-submersible FPU |
Oil: 140,000 bbl/d Gas: 75 MMscf/d |
Crude oil, pipeline gas, condensate and NGLs |
PROJECTS
Post FID
Asset | Role | Equity | Infrastructure | Capacity (100% project) | Product | |||||
Scarborough | Operator | 100%1 | Semi-submersible FPU | Dry gas: 1,750 MMscf/d LNG: 5.0 Mtpa Domestic gas: 225 TJ/d |
LNG, pipeline gas and condensate | |||||
51% | Pluto Train 2 (onshore gas plant) | |||||||||
Sangomar |
Operator |
82% | FPSO | Oil: 100,000 bbl/d | Crude oil | |||||
Trion |
Operator |
60% | Semi-submersible FPU | Oil: 100,000 bbl/d | Crude oil |
1 | Following completion of the transactions with LNG Japan and JERA, Woodside will hold a 74.9% interest in the Scarborough Joint Venture and remain as operator. Completion is targeted for the first quarter of 2024 for the transaction with LNG Japan and the second half of 2024 for the transaction with JERA. |
DEVELOPMENTS
Asset | Role | Equity | Product | |||
Calypso | Operator | 70% | Gas | |||
Browse | Operator | 30.6% | LNG, pipeline gas and condensate | |||
Greater Scarborough1 | Operator | 100% | Gas | |||
Liard | Non-operator | 50% | Gas | |||
Sunrise | Operator | 33.44% | LNG, pipeline gas and condensate |
1 | Greater Scarborough includes the Jupiter and Thebe fields. |
NEW ENERGY OPPORTUNITIES1
Asset | Role | Equity | Product | |||
H2OK | Operator | 100% | Hydrogen | |||
H2Perth | Operator | 100% | Hydrogen and ammonia | |||
Hydrogen Refueller @H2Perth | Operator | 100% | Hydrogen | |||
H2TAS | Operator | 100% | Hydrogen and ammonia | |||
Woodside Solar | Proponent2 | 100% | Solar energy | |||
Southern Green Hydrogen3 | Preferred partner | - | Hydrogen and ammonia | |||
Capella project | Non-operating partner | N/A | Solar energy |
1 | Subject to FID and regulatory approvals. |
2 | Solar generation, battery services and transmission access and services will be supplied to Woodside under contracts with third parties. |
3 | Woodside’s equity in Southern Green Hydrogen is subject to finalising commercial agreements. |
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GREENHOUSE GAS ASSESSMENT PERMITS
Asset | Permit | Role | Joint venture | Comment | ||||
Australia | G-7-AP | Non-operator | Bonaparte CCS Assessment Joint Venture | Located in the Bonaparte Basin off the north- western coast of the Northern Territory | ||||
G-8-AP | Operator | Browse Joint Venture | For carbon capture and storage evaluation for Browse | |||||
G-10-AP | Operator | Angel CCS Joint Venture | Located in the Northern Carnarvon Basin off the north west coast of Western Australia |
EXPLORATION
Country | Permit | Role | Equity | Product | ||||||
Asia-Pacific | ||||||||||
Australia |
WA-356-P | Operator | 65% | Gas prone basin | ||||||
WA-536-P | Operator | 65% | Gas prone basin | |||||||
WA-550-P | Operator | 100% | Gas prone basin | |||||||
NT/P86 | Operator | 100% | Gas prone basin | |||||||
WA-404-P | Operator | 100% | Gas prone basin | |||||||
WA-28-P | Operator | 15.78% | Gas prone basin | |||||||
WA-93-R | Operator | 70% | Gas prone basin | |||||||
WA-94-R | Operator | 70% | Gas prone basin | |||||||
Myanmar1 |
A-7 | Operator | Relinquished, formalities pending | Gas prone basin | ||||||
AD-7 | Non-operator | Relinquished, formalities pending | Gas prone basin | |||||||
AD-1 | |
Joint operator |
|
Relinquished, formalities pending | Gas prone basin | |||||
AD-8 | |
Joint operator |
|
Relinquished, formalities pending | Gas prone basin | |||||
Europe | ||||||||||
Ireland |
FEL 5/13 | Operator | Exit initiated | Oil or gas prone basin | ||||||
Africa | ||||||||||
Senegal |
Rufisque, Sangomar and Sangomar Deep | Operator | 90% - Exit initiated | Oil prone basin | ||||||
Congo |
Marine XX | Non-operator | 22.5% | Oil or gas prone basin | ||||||
Egypt |
Red Sea Block 1 | Non-operator | 45% | Oil or gas prone basin | ||||||
Red Sea Block 3 | Non-operator | 30% | Oil and gas prone basin | |||||||
Red Sea Block 4 | Non-operator | 25% | Oil and gas prone basin | |||||||
Herodotus Block 2 – North Sidi Barani | Non-operator | 27% | Oil and gas prone basin | |||||||
Herodotus Block 4 – North El Dabaa | Non-operator | 27% | Oil and gas prone basin | |||||||
Caribbean | ||||||||||
Barbados |
Carlisle Bay, Bimshire | Operator | 60% | Oil or gas prone basin | ||||||
Latin America | ||||||||||
Peru |
108 | Non-operator | Exit initiated | Oil or gas prone basin |
1 | Woodside announced its decision to withdraw from its interests in Myanmar on 27 January 2022. |
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North America | ||||||||
Country | Permit | Role | Equity | Product | ||||
US Gulf of Mexico | GB 640, GB 641, GB 685, GB 555, GB 726, GB 770, GB 771, GB 604, GB 605, GB 647, GB 648, GB 772, GB 728, GB 729, GB 773, GB 774, GB 421, GB 464, GB 465, GB 508, GB 509, GC 598 | Non-operator | 40% | Oil prone basin | ||||
GB 574, GB 575, GB 619, GB 529, GB 530, GB 531 | Operator | 40% | Oil prone basin | |||||
GB 630, GB 501, GB 502, GB 545, GB 676, GB 677, GB 719, GB 720, GB 721, GB 762, GB 753, GB 805, GB 806, GB 807, GB 851, GB 852, GB 895, GB 672, GB 716, GB 760 | Operator | 60% | Oil prone basin | |||||
GC 282, GC 237 | Non-operator | 50% | Oil prone basin | |||||
GC 210, GC 211, GB 663, GB 664, GB 678 | Operator | 100% | Oil prone basin | |||||
EB 655, EB 656, EB 699, EB 700, EB 701, AC 34, AC 36, AC 78, AC 80, EB 566, EB 567, EB 610, EB 611, EB 914 | Operator | 70% | Oil prone basin | |||||
AC 81, AC 82, AC 125, AC 126 | Operator | 45% | Oil prone basin | |||||
MC 798, MC 842 | Non-operator | 45% | Oil prone basin | |||||
GC 679, GC 768 | Non-operator | 45% | Oil prone basin | |||||
GC 238 | Non-operator | 60% | Oil prone basin | |||||
MC 368, MC 369, MC 411, MC 412, MC 455, MC 456 | Non-operator | 25% | Oil prone basin | |||||
GC 80, GC 123, GC 124, GC 168 | Operator | 75% | Oil prone basin | |||||
GC 738, GC 870 | Non-operator | 23.9% | Oil prone basin | |||||
GC 480, GC 436 | Non-operator | 44% | Oil prone basin | |||||
AT 228, AT 273, AT 274, AT 409, AT 452, AT 453, AT 454, AT 424, AT 425, AT 469, AT 470 | Non-operator | 30% | Oil prone basin |
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6.6 Additional Information
Alternative performance measures
Certain parts of this report contain financial measures that are not defined in, and have not been prepared in accordance with, IFRS and are not recognised measures of financial performance or liquidity under IFRS. In addition to the financial information contained in this report presented in accordance with IFRS, certain ‘non-IFRS financial measures’ (which also constitute non- GAAP financial measures as defined in Item 10(e) of Regulation S-K under the US Securities Act on 1933, as amended) have been included in this report. These measures include EBIT, EBITDA, EBITDA excluding impairment, Gearing, Underlying NPAT, Net debt, Free cash flow, Operating cash flow, Capital expenditure, Exploration expenditure, Net tangible assets, Net tangible asset per ordinary security, Return on equity and Return on average capital employed. These non-IFRS financial measures are defined in section 6.7 - Glossary, units of measure and conversion factors. This section provides a reconciliation of these measures to the most directly comparable financial measure calculated and presented in accordance with IFRS in Woodside’s Financial Statements.
Woodside’s management uses these measures to monitor Woodside’s financial performance alongside IFRS measures to improve the comparability of information between reporting periods and business units and Woodside believes that the non- IFRS financial measures it presents provide a useful means through which to examine the underlying performance of its business. Undue reliance should not be placed on the non-IFRS financial measures contained in this report. The non-IFRS financial measures should be considered in addition to, and not as a substitute for or alternative to, or as superior to, measures of financial performance, financial position or cash flows reported in accordance with, or other figures determined in accordance with IFRS. Non-IFRS financial measures are not uniformly defined by all companies, including those in Woodside’s industry. Accordingly, such measures may not be comparable with similarly titled measures and disclosures by other companies.
Although certain non-IFRS data has been extracted or derived from Woodside’s Financial Statements, this data has not been audited or reviewed by Woodside’s independent auditors. You are urged to read carefully the audited Full-year Financial Statements and related notes thereto.
DEFINITION | AND CALCULATION OF NON-IFRS FINANCIAL INFORMATION |
Non-IFRS financial information
|
Why is the non-IFRS financial information useful
|
Calculation methodology
|
||
EBIT | Used to assess the Group’s operational profitability excluding net finance costs and taxation expense. This assists management in tracking the performance of the Group from its operations only. | Calculated as profit before income tax, PRRT and net finance costs. | ||
EBITDA excluding impairment | Used to assess the Group’s operational profitability excluding net finance costs, taxation expense, depreciation and amortization and impairment losses/ reversals. This measure assesses the performance of the Group’s segments and aids decision making of resource allocation. |
Calculated as profit before income tax, PRRT, net finance costs, depreciation and amortization, impairment losses, impairment reversals. | ||
Underlying NPAT | Used to assess the Group’s financial performance by excluding the impacts of exceptional items. This measure indicates the performance from the Group’s core operations only and is used by management to aid decision making of resource allocation. | Net profit after tax from the Group’s operations excluding any exceptional items (refer to the reconciliation in this section for the list of specific items for each financial year). | ||
Capital and exploration expenditure | Used to assess efficient deployment of capital for oil and gas properties, evaluation capitalised and exploration and evaluation expenditure. Management uses this measure as support for decision making to maintain and improve productive capacity. | Includes capital additions on oil and gas properties, evaluation capitalised and exploration and evaluation expenditure land amortisation of licence acquisition costs and prior year exploration expense written off. | ||
Capital expenditure | Used to assess efficient deployment of capital for oil and gas properties and evaluation capitalised. Management uses this measure as support for decision making to maintain and improve productive capacity. | Includes capital additions on oil and gas properties and evaluation capitalised. | ||
Exploration expenditure | Used to assess efficient deployment of capital for exploration and evaluation expenditure. Management uses this measure as support for decision making to maintain and improve productive capacity. | Includes exploration and evaluation expenditure and amortisation of licence acquisition costs and prior year exploration expense written off. | ||
Free cash flow | Used to evaluate the cash available for financing activities, including shareholder distributions and debt servicing, after investment in maintaining and growing the Group’s operations. This measure is used as a key indicator of the level of cash the Group has at its disposal. | Cash flow from operating activities and cash flow from investing activities. | ||
Net debt | Net debt measures how the Group manages our balance sheet and capital structure. Management uses this measure to track the level of debt of the Group. | Interest-bearing liabilities and lease liabilities less cash and cash equivalents. | ||
Net tangible assets | Used to assess the Group’s net assets (excluding intangible) to assess how much risk the Group carries in liquidity, solvency and assets for financing purposes. | The Group’s net assets less goodwill, non-controlling interest and intangible assets. | ||
Net tangible assets per ordinary security | Used by management to assess the Group’s investment strategy in comparison to the Group’s share price. | Net tangible assets divided by the number of issued and fully paid shares. | ||
Gearing | Used to monitor the Group’s net debt relative to the Group’s total net debt and equity. This measure assists management in monitoring the Group’s leverage. | Net debt divided by the total of net debt and equity attributable to equity holders of the parent. | ||
Return on equity | Used to measure the Group’s earnings as a percentage of shareholders’ investments. | Net profit after tax from the Group’s operations divided by equity attributable to equity holders of the parent. | ||
Return on average capital employed | Used to assess the efficiency of the Group’s utilisation of the capital employed. | Profit before tax and net finance costs dividend by the total average non-current liabilities and equity attributable to equity holders of the parent. |
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APMs derived from Consolidated Income Statement
2023 US$m |
2022 US$m |
2021 US$m |
||||||||||
EBIT/EBITDA excluding impairment |
||||||||||||
Net profit after tax |
1,722 | 6,575 | 2,036 | |||||||||
Adjusted for: |
||||||||||||
Finance income |
(273) | (155) | (27) | |||||||||
Finance costs |
307 | 167 | 230 | |||||||||
PRRT expense/(benefit) |
898 | (313) | 297 | |||||||||
Income tax expense |
653 | 2,912 | 957 | |||||||||
EBIT |
3,307 | 9,186 | 3,493 | |||||||||
Adjusted for: |
||||||||||||
Oil and gas properties depreciation and amortisation |
3,956 | 2,798 | 1,549 | |||||||||
Amortisation of licence acquisition costs |
4 | 10 | 3 | |||||||||
Depreciation of lease assets |
179 | 140 | 108 | |||||||||
Depreciation of other plant and equipment |
- | - | 30 | |||||||||
Impairment losses |
1,917 | - | 10 | |||||||||
Impairment reversals |
- | (900) | (1,058) | |||||||||
EBITDA excluding impairment |
9,363 | 11,234 | 4,135 | |||||||||
|
||||||||||||
Underlying NPAT |
||||||||||||
Net profit/(loss) after tax attributable to equity holders of the parent |
1,660 | 6,498 | 1,983 | |||||||||
Adjusted for the following exceptional items: |
||||||||||||
Add: Impairment losses (post-tax) |
1,533 | - | - | |||||||||
Add: Reduction in Pluto PRRT (post-tax) |
446 | - | - | |||||||||
Add: Merger transaction costs |
- | 419 | - | |||||||||
Add: Orphan Basin exit fee |
- | 142 | - | |||||||||
Add: Myanmar exit |
- | - | 209 | |||||||||
Add: Kitimat exit costs |
- | - | 33 | |||||||||
Add: Joint venture recoveries |
- | - | 4 | |||||||||
Less: Trion DTA recognition |
(319) | - | - | |||||||||
Less: Derecognition of the Corpus Christi onerous contract provision |
- | (245) | - | |||||||||
Less: Impairment reversal (post-tax) |
- | (630) | (582) | |||||||||
Less: Pluto PRRT DTA recognition |
- | (954) | - | |||||||||
Less: Pluto price adjustment |
- | - | (27) | |||||||||
Underlying NPAT |
3,320 | 5,230 | 1,620 |
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APMs derived from Consolidated Cash Flow Statement and Other Notes
2023 US$m |
2022 US$m |
2021 US$m |
||||||||||
Capital expenditure1 |
||||||||||||
Capital additions on evaluation |
163 | 119 | 453 | |||||||||
Capital additions on oil and gas properties |
5,317 | 3,904 | 2,178 | |||||||||
Capital additions on other1 |
256 | 92 | - | |||||||||
Capital expenditure |
5,736 | 4,115 | 2,631 | |||||||||
Exploration expenditure |
||||||||||||
Exploration and evaluation expenditure |
360 | 470 | 322 | |||||||||
Adjusted for: |
||||||||||||
Amortisation expense |
(4) | (10) | (3) | |||||||||
Prior year expense written off |
(77) | (164) | (265) | |||||||||
Exploration capitalised |
88 | 122 | 42 | |||||||||
Exploration expenditure |
367 | 418 | 96 | |||||||||
Capital and exploration expenditure |
6,103 | 4,533 | 2,727 | |||||||||
Free cash flow |
||||||||||||
Cash flow from operating activities |
6,145 | 8,811 | 3,792 | |||||||||
Cash flow used in investing activities |
(5,585) | (2,265) | (2,941) | |||||||||
Free cash flow |
560 | 6,546 | 851 |
1 | Includes capital additions on other corporate spend. The 2022 amounts have been restated to be presented on the same basis. The 2021 capital expenditure information has not been restated to include other corporate spend. |
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APMs derived from Consolidated Balance Sheet
2023 US$m
|
2022 US$m
|
2021 US$m
|
||||||||||
Net tangible assets per ordinary security |
||||||||||||
Net assets |
35,170 | 37,127 | 14,229 | |||||||||
Adjusted for: |
||||||||||||
Goodwill |
(3,995) | (4,614) | - | |||||||||
Non-controlling interest |
(771) | (791) | (786) | |||||||||
Intangible assets |
(187) | (55) | (2) | |||||||||
Net tangible assets |
30,217 | 31,667 | 13,441 | |||||||||
Number of issued and fully paid shares |
1,898,749,771 | 1,898,749,771 | 969,631,826 | |||||||||
Net tangible assets per ordinary security |
15.91 | 16.68 | 13.86 | |||||||||
Gearing |
||||||||||||
Interest-bearing liabilities (Current and non-current)1 |
4,874 | 5,138 | 5,430 | |||||||||
Lease liabilities (Current and non-current) |
1,615 | 1,634 | 1,367 | |||||||||
Adjusted for: |
||||||||||||
Cash and cash equivalents |
(1,740) | (6,201) | (3,025) | |||||||||
Add: restricted cash |
- | 12 | - | |||||||||
Net debt |
4,749 | 583 | 3,772 | |||||||||
Equity attributable to equity holders of the parent |
34,399 | 36,336 | 13,443 | |||||||||
Total net debt and equity attributable to equity holders of the parent |
39,148 | 36,919 | 17,215 | |||||||||
Gearing |
12.1 | 1.6 | 21.9 |
1 | The 2023 balance agrees to Note C.2 which includes capitalised costs to be amortised within the next 12 months. |
APMs derived from Consolidated Income Statement and Consolidated Balance Sheet
2023
|
2022
|
2021
|
||||||||||
Return on equity |
||||||||||||
Net profit/(loss) after tax attributable to equity holders of the parent |
1,660 | 6,498 | 1,983 | |||||||||
Equity attributable to equity holders of the parent |
34,399 | 36,336 | 13,443 | |||||||||
Return on equity (%) |
4.8 | 17.9 | 14.8 | |||||||||
Return on average capital employed |
||||||||||||
Profit before tax and net finance costs |
3,307 | 9,186 | 3,493 | |||||||||
Opening non-current liabilities |
15,586 | 9,623 | 9,654 | |||||||||
Closing non-current liabilities |
15,209 | 15,586 | 9,623 | |||||||||
Average non-current liabilities |
15,398 | 12,605 | 9,639 | |||||||||
Opening equity attributable to equity holders of the parent |
36,336 | 13,443 | 12,075 | |||||||||
Closing equity attributable to equity holders of the parent |
34,399 | 36,336 | 13,443 | |||||||||
Average equity attributable to equity holders of the parent |
35,368 | 24,890 | 12,759 | |||||||||
Total average non-current liabilities and equity attributable to equity holders of the parent |
50,766 | 37,495 | 22,398 | |||||||||
Return on average capital employed (%) |
6.5 | 24.5 | 15.6 |
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6.7 Additional Information
Glossary, units of measure and conversion factors
GLOSSARY
Term |
Definition |
|
$, $m | US dollars unless otherwise stated, millions of dollars | |
1P | Proved reserves | |
2C | Best Estimate of Contingent resources | |
2P | Proved plus Probable reserves | |
A$ | Australian dollars | |
Abate/abatement | Avoidance, reduction or removal of an amount of carbon dioxide or equivalent. | |
ADR | American Depository Receipts | |
Aspiration | Woodside uses this term to describe an aspiration to seek the achievement of an outcome but where achievement of the outcome is subject to material uncertainties and contingencies such that Woodside considers there is not yet a suitable defined plan or pathway to achieve that outcome. | |
ASX | Australian Securities Exchange | |
Biodiversity | Biological diversity means the variability among living organisms from all sources including, inter alia, terrestrial, marine and other aquatic ecosystems and the ecological complexes of which they are a part; this includes diversity within species, between species and of ecosystems.1 | |
Board | The Board of Directors of Woodside Energy Group Ltd | |
Brent | Intercontinental Exchange (ICE) Brent Crude deliverable futures contract (oil price) | |
Capital expenditure | Includes capital additions on oil and gas properties and evaluation capitalised. | |
Carbon credit | A tradable financial instrument that is issued by a carbon-crediting program. A carbon credit represents a greenhouse gas emission reduction to, or removal from, the atmosphere equivalent to 1 tCO2-e, calculated as the difference in emissions from a baseline scenario to a project scenario. Carbon credits are uniquely serialised, issued, tracked and retired or administratively cancelled by means of an electronic registry operated by an administrative body, such as a carbon-crediting program. | |
Carbon Credit Integrity | Woodside assesses Greenhouse gas integrity (abatement that is measurable, verifiable and has a low risk of being inaccurate, non-additional or impermanent) and Environmental, Social and Governance integrity (guided by positive (or no negative) impacts on people and the environment; and appropriate governance measures to prevent adverse consequences and impacts). | |
CCS | Carbon capture and storage | |
CCU | Carbon capture and utilisation, also referred to as carbon to products | |
CCUS | Carbon capture utilisation and storage | |
Cetaceans | Includes whales, dolphins, and porpoises | |
CHF | Swiss francs | |
CO2 | Carbon dioxide | |
CO2-e | CO2 equivalent. The universal unit of measurement to indicate the global warming potential of each of the seven greenhouse gases, expressed in terms of the global warming potential of one unit of carbon dioxide. It is used to evaluate releasing (or avoiding releasing) any greenhouse gas against a common basis.2 | |
COP28 | The 28th Conference of the Parties to the United Nations Framework Convention on Climate Change, meeting in Dubai, UAE, November—December 2023. | |
Condensate | Hydrocarbons that are gaseous in a reservoir but that condense to form liquids as they rise to the surface. | |
cps | Cents per share | |
Decarbonisation | Woodside uses this term to describe activities or pathways that have the effect of moving towards a state that is lower carbon, as defined in this glossary. | |
DRP | Dividend reinvestment plan | |
EBIT | Calculated as profit before income tax, PRRT and net finance costs. | |
EBITDA excluding impairment | Calculated as profit before income tax, PRRT, net finance costs, depreciation and amortisation, impairment losses, impairment reversals. | |
Emissions | Emissions refers to emissions of greenhouse gases unless otherwise stated. |
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Term |
Definition |
|
Environmental incident | Environmental incidents involving hydrocarbon and hazardous non hydrocarbon spills of greater than 1 bbl released to the environment. | |
EPS | Earnings per share | |
Equity greenhouse gas emissions | Woodside sets its Scope 1 and 2 greenhouse gas emissions reduction targets on an equity basis. This ensures that the scope of its emissions reduction targets is aligned with its economic interest in its investments. Equity emissions reflect the greenhouse gas emissions from operations according to Woodside’s share of equity in the operation. Its equity share of an operation reflects its economic interest in the operation, which is the extent of rights it has to the risks and rewards flowing from the operation.3 | |
Exploration expenditure | Includes exploration and evaluation expenditure less amortisation of licence acquisition costs and prior year exploration expense written off. | |
FEED | Front-end engineering design | |
First Nations and Indigenous Peoples | First Nations people are the Indigenous people, or earliest known inhabitants, of a country. A First Nations person is a person of Indigenous decent, who identifies as a First Nations person and is accepted by their respective community. NOTE: We acknowledge the diversity of the First Nations communities in the areas where we are present. When communicating with a wide audience, Woodside uses the term Indigenous and First Nations interchangeably. On a local level, Woodside will be guided by the community as to the appropriate terms of reference. |
|
FID | Final investment decision | |
Flaring | The controlled burning of gas found in oil and gas reservoirs. | |
FPIC | Free, Prior and Informed Consent. For further information, please see Woodside’s First Nations Communities Policy. | |
FPSO | Floating production storage and offloading | |
FPU | Floating production unit | |
Frequency rates | Frequency rates are calculated per million work hours. | |
Free cash flow | Cash flow from operating activities and cash flow from investing activities. | |
Gearing | Net debt divided by the total of net debt and equity attributable to equity holders of the parent. | |
GHG or greenhouse gas | The seven greenhouse gases listed in the Kyoto Protocol are: carbon dioxide (CO2); methane (CH4); nitrous oxide (N2O); hydrofluorocarbons (HFCs); nitrogen trifluoride (NF3); perfluorocarbons (PFCs); and sulphur hexafluoride (SF6).2 | |
Goal | Woodside uses this term to broadly encompass its targets and aspirations. | |
Gross greenhouse gas emissions | Also referred to as ‘absolute’ emissions, gross emissions are a emissions before any eligible units and certificates have been accounted for.4 | |
Gross margin | Gross profit divided by operating revenue. Gross profit excludes income tax, PRRT, net finance costs, other income and other expenses. | |
GWF | Greater Western Flank | |
H1, H2 | Halves of the calendar year (H1 is 1 January to 30 June and H2 is 1 July to 31 December). | |
Hierarchy of controls | The hierarchy of controls is a method of identifying and ranking safeguards to protect workers from hazards. They are arranged from the most to least effective and include elimination (physically removing the hazard), substitution (replacing the hazard), engineering controls (isolating people from the hazard), administrative controls (changing the way people work) and personal protective equipment (to protect workers directly). | |
High-consequence work-related injury | Work-related injury that results in a fatality or in an injury from which the worker cannot, does not, or is not expected to recover fully to pre-injury health status within six months. | |
HSE | Health, safety and environment | |
IFRS | International Financial Reporting Standards | |
Incident | Is one, or more, of the following: an unplanned release of energy that actually resulted in injury, occupational illness, environmental harm or damage to assets, a near miss, damage or potential damage to company reputation, breach of regulatory compliance and/or legislation, security breach (including cybersecurity breach). | |
Capital and exploration expenditure | Includes capital expenditure and exploration expenditure | |
IRR | Internal rate of return | |
JCC | The Japan Customs-cleared Crude is the average price of customs-cleared crude oil imports into Japan as reported in customs statistics (also known as ‘Japanese Crude Cocktail’) and is used as a reference price for long-term supply LNG contracts. | |
JV | Joint venture | |
KGP | Karratha Gas Plant | |
Liquidity | Total cash and cash equivalents and available undrawn debt facilities. | |
LNG | Liquified natural gas | |
Loss of primary containment (LOPC) | An unplanned or uncontrolled release of any material from primary containment, including non-toxic and non-flammable materials (e.g. steam, hot condensate, nitrogen, compressed CO2 or compressed air). | |
Lower carbon | Woodside uses this term to describe the characteristic of having lower levels of associated potential GHG emissions when compared to historical and/or current conventions or analogues, for example relating to an otherwise similar resource, process, production facility, product or service, or activity. When applied to Woodside’s strategy, please see the definition of lower carbon portfolio. | |
Lower carbon economy | A lower carbon economy is an economy that produces lower levels of greenhouse gas emissions relative to today’s economy. |
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Term |
Definition |
|
Lower carbon portfolio | For Woodside, a lower carbon portfolio is one from which the net equity Scope 1 and 2 greenhouse gas emissions, which includes the use of offsets, are being reduced towards targets, and into which new energy products and lower carbon services are planned to be introduced as a complement to existing and new investments in oil and gas. Our Climate Policy sets out the principles that we believe will assist us achieve this aim. | |
Lower carbon power | Lower carbon power comes from processes or technologies that produce electricity with a lower greenhouse gas emissions intensity relative to electricity produced from a higher emissions intensity source. | |
Lower carbon services | Woodside uses this term to describe technologies, such as CCUS or offsets, that may be capable of reducing the net greenhouse gas emissions of our customers. | |
LSE | London Stock Exchange | |
Major environmental incidents | Unplanned or undesired event resulting in a moderate, medium-term impact on ecosystems, species, habitat or physical or biological attributes. | |
Net debt | Interest-bearing liabilities and lease liabilities less cash and cash equivalents. | |
Net equity greenhouse gas emissions | Woodside’s equity share of net greenhouse gas emissions. | |
Net greenhouse gas emissions | Woodside has set its Scope 1 and 2 greenhouse gas emissions reduction targets on a net basis, allowing for both direct emissions reductions from its operations and emissions reduction achieved from the utilisation of carbon credits as offsets (including credits relating to avoidance, reduction and / or removal activities). Net greenhouse gas emissions are equal to an entity’s gross greenhouse gas emissions reduced by the number of retired carbon credits.4 |
|
Net profit attributable to equity holders of the parent |
Net profit after tax excluding non-controlling interests from the Group’s operations. | |
Net tangible assets | The Group’s net assets less goodwill, non-controlling interest and intangible assets. | |
Net tangible assets per ordinary security | Net tangible assets divided by the number of issued and fully paid shares. | |
Net zero | Net zero emissions are achieved when anthropogenic emissions of greenhouse gases to the atmosphere are balanced by anthropogenic removals over a specified period. Where multiple greenhouse gases are involved, the quantification of net zero emissions depends on the climate metric chosen to compare emissions of different gases (such as global warming potential, global temperature change potential, and others, as well as the chosen time horizon).5 | |
New energy | Woodside uses this term to describe energy technologies, such as hydrogen and ammonia, that are emerging in scale but which are expected to grow during the energy transition due to having lower greenhouse gas emissions at the point of use than conventional fossil fuels. | |
NGLs | Natural gas liquids | |
NPAT | Net profit after tax | |
NWS | North West Shelf | |
NYSE | New York Stock Exchange | |
Offsets | The compensation for an entity’s greenhouse gas emissions within its scope by achieving an equivalent amount of emission reductions or removals outside the boundary or value chain of that entity. | |
Offtake | Offtake refers to the agreement between a seller and a buyer for the purchase and delivery of a product, typically a commodity or energy resource. | |
Operator, Operated and non-operated | Oil and gas join venture participants will typically appoint one company as the operator, which will hold the contractual authority to manage joint venture activities on behalf of the joint venture participants. Where Woodside is the operator of a joint venture in which it holds an equity share, this report refers to that joint venture as being operated. Where another company is the operator of a joint venture in which Woodside holds an equity share, this report refers to that joint venture as being non- operated. | |
Paris aligned scenarios | Consistent with limiting global warming to below 2°C above pre-industrial levels and pursuing efforts to limit warming to 1.5°C.2 | |
Potential risks | This is an environmental, social or governance related-risk, that if it occurs over the next 12 months, could cause an actual or a perceived negative impact on the business or on our activities. | |
PRRT | Petroleum resources rent tax | |
PSC | Production sharing contract | |
PSE | Process safety event | |
Residual levels of emissions | Residual levels of emissions denotes the goal of reducing emissions as much as possible, taking into account both technological capabilities and commercial feasibility, towards a level that approaches but does not reach zero. | |
Retire, Retirement | The transfer of a carbon credit to a registry account that permanently removes the carbon credit from circulation. The term retirement applies to the use of the carbon credit by an entity to meet voluntary commitments or compliance obligations. | |
Revenue from ordinary activities | Revenue from the sale of hydrocarbons, processing and services revenue and shipping and other revenue. | |
RFSU | Ready for start-up | |
RSSD | Rufisque Offshore, Sangomar Offshore and Sangomar Deep Offshore. | |
Scope 1 GHG emissions | Direct GHG emissions. These occur from sources that are owned or controlled by the company, for example, emissions from combustion in owned or controlled boilers, furnaces, vehicles, etc.; emissions from chemical production in owned or controlled process equipment. Woodside estimates greenhouse gas emissions, energy values and global warming potentials are estimated in accordance with the relevant reporting regulations in the jurisdiction where the emissions occur (e.g. Australian national Greenhouse and Energy Reporting (nGER), US EPA Greenhouse Gas Reporting Program (GHGRP)). Australian regulatory reporting principles have been used for emissions in jurisdictions where regulations do not yet exist.3 |
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Term |
Definition |
|
Scope 2 GHG emissions | Electricity indirect GHG emissions. Scope 2 accounts for GHG emissions from the generation of purchased electricity consumed by the company. Purchased electricity is defined as electricity that is purchased or otherwise brought into the organisational boundary of the company. Scope 2 emissions physically occur at the facility where electricity is generated. Woodside estimates greenhouse gas emissions, energy values and global warming potentials are estimated in accordance with the relevant reporting regulations in the jurisdiction where the emissions occur (e.g. Australian national Greenhouse and Energy Reporting (nGER), US EPA Greenhouse Gas Reporting Program (GHGRP)). Australian regulatory reporting principles have been used for emissions in jurisdictions where regulations do not yet exist.3 | |
Scope 3 GHG emissions | Other indirect GHG emissions. Scope 3 is a reporting category that allows for the treatment of all other indirect emissions. Scope 3 emissions are a consequence of the activities of the company but occur from sources not owned or controlled by the company. Some examples of Scope 3 activities are extraction and production of purchased materials; transportation of purchased fuels; and use of sold products and services.3 | |
Short- and long-term | This report refers to ranges of time as follows: short-term means from now until 2025, long-term means 2046 and beyond. | |
Starting base | Woodside uses a starting base of 6.32 Mt CClO2-e which is representative of the gross annual average equity Scope 1 and 2 greenhouse gas emissions over 2016-2020 and which may be adjusted (up or down) for potential equity changes in producing or sanctioned assets with a final investment decision prior to 2021. Net equity emissions include the utilisation of carbon credits as offsets. | |
Sustainably (including sustainable and sustainably) | References to sustainability (including sustainable and sustainably) are used with reference to Woodside’s Sustainability Committee and sustainability related Board policies, as well as in the context of Woodside’s aim to ensure its business is sustainable from a long-term perspective, considering a range of factors including economic (including being able to sustain our business in the long term by being low cost and profitable), environmental (including considering our environmental impact and striving for a lower carbon portfolio), social (including supporting our license to operate), and regulatory (including ongoing compliance with relevant legal obligations). Use of the terms ‘sustainability’, ‘sustainable’ and ‘sustainably’ is not intended to imply that Woodside will have no adverse impact on the economy, environment, or society, or that Woodside will achieve any particular economic, environmental, or social outcomes. | |
Target | Woodside uses this term to describe an intention to seek the achievement of an outcome, where Woodside considers that it has developed a suitably defined plan or pathway to achieve that outcome. | |
TCFD | Taskforce on Climate-related Financial Disclosures. For more information see www.fsb-tcfd.org/about | |
Tier 1 PSE | A typical Tier 1 process safety event is loss of containment of hydrocarbons greater than 500 kg (in any one-hour period). | |
Tier 2 PSE | A typical Tier 2 process safety event is loss of containment of hydrocarbons greater than 50 kg but less than 500 kg (in any one-hour period). | |
Total recordable injury rate (TRIR) | The number of recordable injuries (fatalities + lost work day cases + restricted workday cases + medical treatment cases + permanent partial disability) per million work hours. | |
Traditional Owners and Custodians | Members of the local Indigenous group with traditional rights and responsibilities in relation to the land and water in which we operate. | |
Transition case | Woodside uses this term to refer to the methodology Woodside applies to helps us manage risk by screening investment opportunities across a range of climate-related factors. | |
Underlying NPAT | Net profit after tax from the Group’s operations excluding any exceptional items | |
Unit production costs | Production costs ($ million) divided by production volume (MMboe) | |
US, USA | United States of America | |
USD, US$ | US dollars | |
WA | Western Australia | |
USD, US$ | US dollars | |
WA | Western Australia |
1 | UNEP, 1992. “Convention on Biological Diversity” https://www.cbd.int/doc/legal/cbd-en.pdf. |
2 | See IFRS Foundation 2021: Climate Related Disclosures Prototype. Appendix A. The IFRS published a further consultation document subsequent to the 2021 prototype. As it did not contain a updated definition of Paris-Aligned scenarios Woodside has retained use of the previous edition. |
3 | World Resources Institute and World Business Council for Sustainable Development 2004. “GHG Protocol: a corporate accounting and reporting standard”. |
4 | Definition as per the Australian Clean Energy Regulator https://www.cleanenergyregulator.gov.au/Infohub/Markets/cert-report/cert-report-2023/cert-2023-glossary |
5 | IPCC, 2018: Annex I: Glossary [Matthews, J.B.R. (ed.)]. In: Global Warming of 1.5°C. An IPCC Special Report on the impacts of global warming of 1.5°C above pre-industrial levels and related global greenhouse gas emission pathways, in the context of strengthening the global response to the threat of climate change, sustainable development, and efforts to eradicate poverty [Masson-Delmotte, V., P. Zhai, H.-O. Pörtner, D. Roberts, J. Skea, P.R. Shukla, A. Pirani, W. Moufouma-Okia, C. Péan, R. Pidcock, S. Connors, J.B.R. Matthews, Y. Chen, X. Zhou, M.I. Gomis, E. Lonnoy, T. Maycock, M. Tignor, and T. Waterfield (eds.)]. Cambridge University Press, Cambridge, UK and New York, NY, USA, pp. 541-562. https://doi.org/10.1017/9781009157940.008. |
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UNITS OF MEASURE
Term | Definition | |
bbl | barrel |
|
bcf | billion cubic feet of gas |
|
boe | barrel of oil equivalent |
|
boe/d | barrels of oil equivalent |
|
CO2-e | carbon dioxide equivalent |
|
GJ | gigajoule |
|
GW | gigawatt |
|
km | kilometre |
|
m | metre |
|
m3 | cubic metre |
|
Mbbl | thousand barrels |
|
Mboe | thousand barrels of oil equivalent |
|
MMboe | million barrels of oil equivalent |
|
MMBtu | million British thermal units |
|
MMscf | million standard cubic feet of gas |
|
Mtpa | million tonnes per annum |
|
MW | megawatt |
|
scf | standard cubic feet of gas |
|
Sm3 | Standard cubic metre |
|
TJ | terajoule |
|
tpd | tonnes per day |
CONVERSION FACTORS
Product | Unit | Conversion factor | ||||
Natural gas | 5,700 SCF | 1 boe | ||||
Condensate | 1 bbl | 1 boe | ||||
Oil | 1 bbl | 1 boe | ||||
Natural gas liquids (NGL) | 1 bbl | 1 boe | ||||
Unit | Facility | LNG conversion factor |
||||
1 tonne | Karratha Gas Plant | 8.08 boe | ||||
1 tonne | Pluto Gas Plant | 8.34 boe | ||||
1 tonne | Wheatstone | 8.27 boe |
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6.8 Additional Information
Information about this report
UNREASONABLE PREJUDICE
As permitted by sections 299(3) and 299A(3) of the Corporations Act 2001, we have omitted certain information from our operating and financial review and Directors’ report in relation to our business strategy, future prospects and likely developments in our operations and the expected results of those operations in future financial years. We have done this on the basis that such information, if disclosed, would be likely to result in unreasonable prejudice to Woodside (for example, because the information is premature, commercially sensitive, confidential or could give a third-party a commercial advantage). The omitted information relates to our internal budgets, forecasts and estimates, details of our business strategy, and LNG contractual pricing.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements with respect to Woodside’s business and operations, market conditions, results of operations and financial condition, including, for example, but not limited to, outcomes of transactions, statements regarding long-term demand for Woodside’s products, development, completion and execution of Woodside’s projects, expectations regarding future capital expenditures, the payment of future dividends and the amount thereof, future results of projects, operating activities and new energy products, expectations and plans for renewables production capacity and investments in, and development of, renewables projects, expectations and guidance with respect to production, capital and exploration expenditure and gas hub exposure, and expectations regarding the achievement of Woodside’s net equity Scope 1 and 2 greenhouse gas emissions reduction and new energy investment targets and other climate and sustainability goals.
All statements, other than statements of historical or present facts, are forward-looking statements and generally may be identified by the use of forward-looking words such as ‘guidance’, ‘foresee’, ‘likely’, ‘potential’, ‘anticipate’, ‘believe’, ‘aim’, ‘aspire’, ‘estimate’, ‘expect’, ‘intend’, ‘may’, ‘target’, ‘plan’, ‘strategy’, ‘forecast’, ‘outlook’, ‘project’, ‘schedule’, ‘will’, ‘should’, ‘seek’ and other similar words or expressions. Similarly, statements that describe the objectives, plans, goals or expectations of Woodside are forward-looking statements.
Forward-looking statements in this report are not guidance, forecasts, guarantees or predictions of future events or performance, but are in the nature of future expectations that are based on management’s current expectations and assumptions.
Those statements and any assumptions on which they are based are subject to change without notice and are subject to inherent known and unknown risks, uncertainties, assumptions and other factors, many of which are beyond the control of Woodside, its related bodies corporate and their respective officers, directors, employees, advisers or representatives.
Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, fluctuations in commodity prices, actual demand for Woodside products, currency fluctuations, geotechnical factors, drilling and production results, gas commercialisation, development progress, operating results, engineering estimates, reserve and resource estimates, loss of market, industry competition, environmental risks, climate related risks, physical risks, legislative, fiscal and regulatory developments, changes in accounting standards, economic and financial markets conditions in various countries and regions, political risks, the actions of third parties, project delay or advancement, regulatory approvals, the impact of armed conflict and political instability (such as the ongoing conflict in Ukraine) on economic activity and oil and gas supply and demand, cost estimates, the effect of future regulatory or legislative actions on Woodside or the industries in which it operates, including potential changes to tax laws, the impact of general economic conditions, inflationary conditions, prevailing exchange rates and interest rates and conditions in financial markets, and risks associated with acquisitions, mergers and joint ventures, including difficulties integrating businesses, uncertainty associated with financial projections, restructuring, increased costs and adverse tax consequences, and uncertainties and liabilities associated with acquired and divested properties and businesses.
A more detailed summary of the key risks relating to Woodside and its business can be found in section 3.9 - Risk factors. You should review and have regard to these risks when considering the information contained in this report.
If any of the assumptions on which a forward-looking statement is based were to change or be found to be incorrect, this would likely cause outcomes to differ from the statements made in this report.
Investors are strongly cautioned not to place undue reliance on any forward-looking statements. Actual results or performance may vary materially from those expressed in, or implied by, any forward-looking statements. None of Woodside nor any of its related bodies corporate, nor any of their respective officers, directors, employees, advisers or representatives, nor any person named in this report or involved in the preparation of the information in this report, makes any representation, assurance, guarantee or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward-looking statement, or any outcomes, events or results expressed or implied in any forward-looking statement in this report.
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All forward-looking statements contained in this report reflect Woodside’s views held as at the date of this report and, except as required by applicable law, neither Woodside, its related bodies corporate, nor any of their respective officers, directors, employees, advisers or representatives intends to, undertakes to, or assumes any obligation to, provide any additional information or update or revise any of these statements after the date of this report, either to make them conform to actual results or as a result of new information, future events, changes in Woodside’s expectations or otherwise.
Past performance (including historical financial and operational information) is given for illustrative purposes only. It should not be relied on as, and is not necessarily, a reliable indicator of future performance, including future security prices.
CLIMATE STRATEGY AND EMISSIONS DATA
All greenhouse gas emissions data in this report are estimates, due to the inherent uncertainty and limitations in measuring or quantifying greenhouse gas emissions, and our methodologies for measuring or quantifying greenhouse gas emissions may evolve as best practices continue to develop and data quality and quantity continue to improve.
Woodside ‘greenhouse gas’ or ‘emissions’ information reported are net equity Scope 1 GHG emissions, Scope 2 GHG emissions, and/or Scope 3 GHG emissions, as the context requires.
The glossary and footnotes to this report provide further clarification of ‘lower carbon’ where applicable. Woodside uses the term ‘lower-carbon services’ to describe technologies, such as CCUS or offsets, that may be capable of reducing the net greenhouse gas emissions of our customers.
For more information on Woodside’s climate strategy, including references to ‘lower carbon’ as part of that strategy, and emissions data refer to Woodside’s Climate Transition Action Plan and 2023 Progress Report available at woodside.com.
INDUSTRY AND MARKET DATA
This report contains industry, market and competitive position data based on industry publications and studies conducted by third parties, as well as Woodside’s internal estimates and research. These industry publications and third-party studies generally state that the information they contain has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While Woodside believes that each of these publications and third-party studies is reliable and has been prepared by a reputable source, Woodside has not independently verified the market and industry data obtained from these third-party sources and cannot guarantee the accuracy or completeness of such data. Accordingly, undue reliance should not be placed on any of the industry, market and competitive position data contained in this report.
Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements contained in this report and may differ among third-party sources. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described in section 3.9 - Risk factors and in this section, section 6.8 - Information about this report. These and other factors could cause results to differ materially from those expressed in Woodside’s forecasts or estimates or those of independent third parties. While Woodside believes its internal research is reliable and its selection of industry publications and third-party studies and the description of its market and industry are appropriate, neither such research nor these descriptions have been verified by any independent source.
BASIS OF PRESENTATION
Woodside’s Financial Statements are prepared in accordance with the Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and comply with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
OTHER IMPORTANT INFORMATION
In this report, references to a year are to the calendar and financial year ended 31 December 2023 unless otherwise stated.
All references to dollars, cents of $ in this report are references to US currency and are stated in Woodside share, unless otherwise stated.
Unless otherwise stated, all Woodside results set out in this Annual Report 2023 include the performance of the interests acquired as part of the merger with BHP’s petroleum business from 1 June 2022.
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EXHIBITS
* | Filed herewith. |
# | Furnished herewith |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
Woodside Energy Group Ltd
/s/ Marguerite O’Neill
Marguerite O’Neill
Chief Executive Officer
Date: 27 February 2024
Exhibit 2.1
Description of securities
Description of rights of each class of securities
registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”)
American Depositary Shares (“ADSs”), each representing one ordinary share ( “Share”) of Woodside Energy Group Ltd (“Woodside”), are listed and traded on the New York Stock Exchange (“NYSE”) and, in connection with this listing (but not for trading), the Shares are registered under Section 12(b) of the Exchange Act. This exhibit contains a description of the rights of (i) the holders of Shares and (ii) ADS holders. Shares underlying the ADSs are held by Citibank, N.A., as depositary (the “Depositary”), and holders of ADSs are not treated as holders of the Shares.
Shares
Share Capital of Woodside
The liability of each shareholder is limited to the amount, if any, unpaid on the Shares held by that shareholder.
Rights Attaching to Shares
Introduction
The rights and liabilities attaching to the Shares are set out in Woodside’s Constitution (the “Constitution”), and are also subject to the Corporations Act 2001 (Cth) (“Corporations Act”) and the listing rules of the ASX (the “ASX Listing Rules”) and the listing rules of the NYSE and the London Stock Exchange.
The following is a summary of the main rights and liabilities attaching to the Shares. This summary does not purport to be exhaustive or to constitute a definitive statement of all of the rights and liabilities attaching to the Shares. Those rights and liabilities involve complex questions of law arising from the interaction of the Constitution and statutory and common law requirements.
This summary must be read subject to the full text of the Constitution, incorporated by reference as Exhibit 1.1 to Woodside’s Annual Report on Form 20-F for the year ended 31 December 2023.
Overview
All Shares are fully paid and rank equally for dividends and other rights.
Under the Corporations Act, the Constitution has effect as a contract between:
• | Woodside and each shareholder; |
• | Woodside and each Director and company secretary of Woodside; and |
• | a shareholder and each other shareholder. |
Accordingly, shareholders hold their Shares subject to the terms of the Constitution and are bound by the terms of the Constitution. The following is a non-exhaustive summary of the provisions of the Constitution.
Objects and Purposes
The Constitution does not contain any limitations on Woodside’s objects and purposes.
Powers of Woodside and Directors
General Powers
Woodside may exercise in any manner permitted by the Corporations Act, any power which a public company limited by shares may exercise under that legislation. The business and affairs of Woodside are managed by or under the direction of the board of Directors of Woodside (“Board”). The Board may exercise all the powers and do all things that are within the power of Woodside and are not by the Constitution or by law directed or required to be exercised or done by Woodside in a general meeting.
Execution of Documents
Woodside may execute a document with or without the common seal so long as the fixing of the seal is witnessed by, or the document is signed by, either two Directors or a Director and a company secretary of Woodside.
Share Capital
Woodside in general meeting may reduce or alter its share capital in any manner allowed or provided for by the Corporations Act and the ASX Listing Rules. The Board may do anything which is required to give effect to any resolution authorizing reduction or alteration of the share capital of Woodside.
Each Share is denominated in Australian dollars.
Meetings of Shareholders and Notices
Shareholders’ rights to attend and vote at shareholder meetings are primarily prescribed by the Corporations Act and the Constitution. Subject to certain exceptions, each shareholder is entitled to receive notice of, attend (whether or not entitled to vote) and vote at general meetings and to receive all notices and other documents required to be sent to shareholders under the Constitution, the Corporations Act and the ASX Listing Rules.
A general meeting of shareholders must be called by a notice of at least 28 days in accordance with the Corporations Act. The notice of meeting of shareholders must be given to the ASX, each shareholder (whether or not such shareholder is entitled to vote at the meeting), each Director (other than an alternate Director) and Woodside’s auditor. The notice must set out the date, time and place of the meeting (and if virtual meeting technology is used, the notice must include sufficient information to allow shareholders to participate in the meeting by means of the technology), the general nature of the business of the meeting, if a special resolution is to be proposed, the intention to propose the resolution and state the resolution, certain information regarding proxy appointments, the date and time at which persons will be taken, for the purpose of the meeting, to hold Shares and any other information or documents specified by the Corporations Act and the ASX Listing Rules. Any virtual meeting technology to be used in holding the meeting must be reasonable and allow shareholders entitled to attend and do attend the meeting using the technology, as a whole, to exercise orally and in writing any rights of shareholders to ask questions and make comments. A shareholder who attends the meeting (whether at a physical venue or by using virtual meeting technology) is taken for all purposes to be present in person at the meeting while so attending.
Shareholders have the right to make an election to receive a hard copy or electronic copy of the notice of meeting. Subject to any valid elections given by shareholders, Woodside may give a notice of meeting (or a notice specifying how the notice of meeting can be accessed electronically) to shareholders by serving it personally, sending it by post to, or leaving it at, the address shown in the register of members of Woodside maintained under the Corporations Act (the “Woodside Register”), or by sending it by fax or electronically to the address provided by the shareholder for the purpose of giving notices.
Woodside must hold an annual general meeting in accordance with the Corporations Act and the ASX Listing Rules. Under the Corporations Act, every public company that has more than one member must hold an annual general meeting at least once in each calendar year, and within five months after the end of its financial year.
Voting Rights
Subject to any rights or restrictions attached to Shares, the terms of the Constitution and voting exclusions under the ASX Listing Rules or the Corporations Act, each outstanding Share entitles the shareholder to one vote on each matter properly submitted to shareholders for their vote. At a general meeting of shareholders, every shareholder entitled to vote in person or by proxy, attorney or representative has:
• | one vote on a show of hands; and |
• | one vote on a poll for every Share held. |
The quorum for a meeting of shareholders is three shareholders present, unless Woodside in general meeting decides otherwise. If more than one joint holder of a Share is present at a meeting in person or by proxy, attorney or representative, and tenders a vote, the vote of the shareholder named first in the Woodside Register will be accepted to the exclusion of the others. Each shareholder may vote in person or by proxy, subject to applicable voting exclusions. A proxy appointed to attend and vote may exercise the rights of the shareholder on the basis and subject to the restrictions provided in the Corporations Act but not otherwise, but may not cast a vote by direct vote (i.e., by casting a vote by sending it to Woodside before the meeting).
A proxy is not revoked by the appointing shareholder attending and taking part in the meeting, unless the appointing shareholder actually votes at the meeting on the resolution for which the proxy is proposed to be used. A resolution at a general meeting must be decided on a show of hands unless a poll is demanded. A poll may be demanded on any resolution (except a resolution concerning the election of the chair of the meeting or, unless the chair otherwise determines, the adjournment of a meeting). The Corporations Act requires a resolution set out in the notice of meeting to be voted on by poll at a general meeting.
If the votes on a proposed resolution are equal, the chair of the meeting has a casting vote.
Dividend Rights and Distributions In Kind
The Board may pay any dividend (including an interim, final or special dividend) that, in its judgement, the financial position of Woodside justifies, and fix the date for payment.
The Board may direct payment of a dividend wholly or in part by the distribution of specific assets (including paid-up Shares or shares of another body corporate) either generally or to specific shareholders.
The Board may implement a dividend reinvestment plan on any terms as they think fit, under which any dividend due to shareholders who elect to participate in the plan may be applied to acquire Shares, subject to the rules of the relevant dividend reinvestment plan.
Redemption and Preferences
Woodside may issue preferences shares, but Woodside has not issued and currently has no intention to issue any preference shares.
All Shares have the same rights and preferences. Shareholders are not entitled to any pre-emptive or preferential rights to acquire additional Shares.
Issue of Further Shares
Subject to the Corporations Act, ASX Listing Rules and the Constitution, Woodside may issue, allot or grant option over or rights in respect of, or otherwise dispose of, shares in Woodside or other securities of Woodside and decide, among others, the persons to whom the securities are issued, and the terms, rights and restrictions of the securities, as determined by the Board from time to time.
Transfer of Woodside Shares
Subject to the Constitution and the rights attached to Shares under ASX Listing Rules or the Corporations Act or other applicable legislation, shareholders may transfer Shares by any means permitted by the Corporations Act or by applicable law.
Subject to the Constitution, the ASX Listing Rules and the ASX Settlement Operating Rules, the Board may refuse to register a transfer of Shares in circumstances set out in the Constitution (including but not limited to, where the registration of the transfer would result in contravention of under ASX Listing Rules or ASX Settlement Operating Rules). Where Directors refuse to register a transfer, Woodside must give written notice of the refusal and the reasons for refusal within the maximum period permitted by the ASX Listing Rules.
Proportional Takeover Provisions
The Constitution requires shareholder approval in relation to any proportional takeover bid. These provisions will cease to apply unless they are renewed by shareholders passing a special resolution by the third anniversary of either the date that those rules were adopted or the date those rules were last renewed. These rules were adopted on 2 May 2019 and were reinserted for a further 3 years following approval by shareholders at the Woodside shareholders meeting on 19 May 2022.
Variation of Rights
The Corporations Act and Constitution provide that the rights attached to a class of shares may be varied or cancelled only:
• | with the written consent of members with at least 75% of the votes of the affected class; or |
• | by special resolution passed at a meeting of the holders of the issued shares of that class. |
Capitalizing Profits
The Board may capitalize and distribute among shareholders undivided profits and other amounts available for distribution. Shareholders are entitled to participate in that capital distribution if entitled to receive dividends and in the same proportions.
Reduction of Capital
Woodside may reduce or alter its share capital in any manner allowed or provided for by the Corporations Act and the ASX Listing Rules in a general meeting. An equal reduction of capital must be approved by shareholders by way of an ordinary resolution. A selective reduction of capital must be approved by shareholders by way of a special resolution.
Winding Up
If Woodside is wound up, a liquidator may divide among all or any of the contributories, as the liquidator thinks fit, in specie or kind, any part of the assets of Woodside, and may vest any part of the assets of Woodside in trustees on any trusts for the benefit of all or any of the contributories as the liquidator thinks fit. Any division may be otherwise than in accordance with the legal rights of the contributories and, in particular, any class may be given preferential or special rights or may be excluded altogether or in part, but if any division otherwise than in accordance with the legal rights of the contributories is determined, any contributory who would be prejudiced by the division has a right to dissent and ancillary rights as if the determination were a special resolution passed under the Corporations Act relating to the sale or transfer of Woodside’s assets by a liquidator in a voluntary winding up.
Australian Takeover Provisions
Woodside is incorporated in and has its head office and central place of management in Australia. Accordingly, the following Australian legislation and regulations in relation to takeovers apply to Woodside:
• | the Corporations Act, particularly Chapter 6 (the relevant provisions of which are outlined below); |
• | the Foreign Acquisitions and Takeovers Act 1975 (Cth) (“FATA”); and |
• | the Competition and Consumer Act 2010 (Cth). |
The main Australian regulatory bodies are:
• | Australian Securities and Investments Commission (“ASIC”), which is responsible for administering and enforcing the Corporations Act; |
• | the Australian Takeovers Panel, which is the principal forum for resolving disputes relating to a takeover during the bid period; and |
• | the ASX. |
If a proposed investor is a foreign company for the purposes of FATA, the acquisition may need to be approved by the Treasurer of Australia acting on the advice of the Foreign Investment Review Board (“FIRB”).
If competition issues are likely to arise, the Australian Competition and Consumer Commission (“ACCC”) may become involved. The ACCC administers the Competition and Consumer Act 2010 (Cth).
Chapter 6 of the Corporations Act
Takeover Prohibition
Section 606 of the Corporations Act prohibits a person from acquiring a “relevant interest” in voting shares in a listed company or an unlisted company with more than 50 shareholders if, because of the acquisition, that person’s or someone else’s voting power increases:
1) | from 20% or below to more than 20%; or |
2) | from a starting point that is above 20% and below 90%. |
A person generally has a “relevant interest” in a share if they hold the share, have the power to exercise or control the exercise of the voting power attached to the share, or have the power to dispose of or control the dispose of the share. The term “voting power” is defined in broad terms and captures any relevant interest in shares held by a person’s “associates.”
These concepts are broad and, for example, a person can have a relevant interest and voting power in a share as a result of an agreement to purchase the share (even a conditional agreement) or a call option to acquire the share.
The concept of “associates” is complex, and generally includes:
1) | a person with whom the primary person is acting, or proposing to act, in concert in relation to the company’s affairs; |
2) | persons with whom the primary person has entered or proposed to enter into an agreement for the purpose of controlling or influencing the composition of the company’s board or the conduct of the company’s affairs; and |
3) | companies that the primary person controls, that control the primary person, or that are controlled by an entity that controls the primary person. |
Exceptions to the Australian Takeovers Prohibition
If a person wishes to acquire more than 20% of a company, or increase a holding which is already above 20% (but less than 90%), the person must do so under an exception. There are a number of exceptions to the general prohibition under Section 606 of the Corporations Act which are relevant in this context, including:
1) | Takeover bids; |
2) | Schemes of arrangement; |
3) | “Creeping” acquisitions; |
4) | Shareholder approved acquisitions; |
5) | Downstream acquisition; or |
6) | Rights issues. |
Proportional Takeover Provisions
In addition to these takeover offer requirements, the Corporations Act provides that a listed entity may include provisions in its constitution which effectively require disinterested shareholder approval of any proposed takeover bid that is for less than all of the voting securities issued by the entity (other than those held by the bidder). In effect, this means that a transfer of shares in relation to a proportional takeover bid must not be registered unless shareholders pass a resolution to approve the bid. The Constitution includes provisions of this type. It provides that where an offer has been made under a proportional takeover bid (meaning an off-market bid for a specified proportion of the securities in the bid class) in respect of Shares included in a class of Shares in Woodside, registration of a transfer to effect a contract resulting from the acceptance of an offer made under the proportional takeover bid is prohibited unless and until a resolution to approve the proportional takeover bid is passed in accordance with the Constitution. The Board must convene a meeting of the persons entitled to vote on a resolution to approve the proportional takeover bid for the purposes of considering and, if thought fit, passing the resolution. Any shareholder that (i) is not the bidder or an associate of the bidder and (ii) at the end of the day on which the first offer under the proportional takeover bid was made, held Shares included in that class, is entitled to vote on the resolution. A resolution to approve the proportional takeover bid is taken to have been passed if a majority of votes validly cast in favor of the resolution is greater than 50%. The Board must ensure that the resolution to approve the proportional takeover bid is convened, and voted on in accordance with the Constitution, before the approving resolution deadline in relation to the proportional takeover bid. The approving resolution deadline is the 14th day before the last day of the bid period and during which the offers under the proportional takeover bid remain open or a later day allowed by ASIC. The proportional takeover provisions do not apply to full takeover bids and must be refreshed every 3 years by a special resolution of shareholders. The proportional takeover bid provisions in Woodside’s Constitution were adopted on 2 May 2019 and were reinserted for a further 3 years following approval by shareholders at the Woodside shareholders meeting on 19 May 2022.
Foreign Investment
FATA
Foreign investment in, and ownership of, Australian businesses, entities and land is regulated under the FATA. The FATA is administered by the FIRB Secretariat a division of the Treasury Department of the Australian Government. The ultimate responsibility for making decisions on foreign investment proposals rests with the Treasurer of the Australian Government.
Investment proposals by foreign persons may need to be notified to the Australian Government and may require prior approval from the Treasurer in accordance with the FATA. In general, private sector foreign persons investors must notify the Australian Government and get prior approval before acquiring a substantial interest in an Australian entity that is valued above certain monetary thresholds. Notification may also be required in relation to acquisitions of interests in a foreign entity that is a national security business under the FATA or is an Australian land-rich entity, or in respect of a foreign government investor, the acquisition of an interest in a foreign entity that holds a substantial interest in Australian subsidiaries are valued above the applicable monetary thresholds.
The FATA and regulations under the FATA provide the relevant monetary thresholds that apply. From 1 January 2021, a A$0 monetary threshold applies to acquisitions by foreign investors of interests in national security businesses and national security land. Acquisitions of interests in a “national security business” or “national security land” are referred to as national security actions. A business is a national security business if it is carried on wholly or partly within Australia, whether in anticipation of profit or gain, and is a business of the kind referred to in the regulations under the FATA including being a reporting entity (responsible entity or a direct interest holder) in relation to a critical infrastructure asset (within the meaning of the Security of Critical Infrastructure Act 2018, as enacted (the “SOCI Act”)).
As Woodside is considered a reporting entity of a critical gas asset within the meaning of the SOCI Act, it is considered a “national security business” under the FATA. Investments of a 10% or more (or less than 10% with an ability to influence, participate in or control the entity/business), interest by all foreign investors in a national security business must be notified to the Australian Government and require prior approval from the Australian Treasurer in accordance with the FATA. Accordingly, acquisitions of interests of 10% or more (or investments of less than 10% with an ability to influence, participate in or control the entity/business) in Woodside, would require prior approval from the Australian Treasurer.
Minority shareholders
The Corporations Act also provides protection for minority shareholders where the conduct of a company’s affairs or an act or omission (including a resolution of members or a class or members) by a company is contrary to the interests of the members as a whole, or oppressive to, unfairly prejudicial to, or unfairly discriminatory against a member or a group of members.
Substantial Holdings
Shareholders are subject to certain reporting requirements under the Exchange Act. Shareholders owning more than 5% of any voting class of equity securities registered pursuant to Section 12 of the Exchange Act must comply with disclosure obligations under Section 13 of the Exchange Act. Sections 13(d) and 13(g) of the Exchange Act require any person or group of persons who directly or indirectly acquires or has beneficial ownership of more than 5% of a voting class of an issuer’s equity securities to file beneficial ownership reports electronically with the SEC on either Schedule 13D or on short form Schedule 13G, as appropriate. Shareholders who (together with their associates) have a relevant interest in 5% or more of the votes attached to Shares are subject to additional reporting requirements under the Corporations Act and ASX Listings Rules.
Both Schedule 13D and Schedule 13G require background information about the reporting persons, including the name, address, and citizenship or place of organization of each reporting person, the amount of the securities beneficially owned and aggregate beneficial ownership percentage, and whether voting and investment power is held solely by the reporting persons or shared with others.
American Depositary Shares
Citibank, N.A., has been appointed as the Depositary pursuant to the Second Amended and Restated Deposit Agreement, dated as of 1 June 2022, by and among the Depositary, the holders the ADSs thereunder, and Woodside (the “Deposit Agreement”). Each ADS represents one Share and is issued by Citibank, N.A., as Depositary. The Depositary’s principal office at which the ADSs are administered is located at 388 Greenwich Street, New York, New York 10013. The Depositary has appointed Citicorp Nominees Pty Limited as the custodian (the “Custodian”) to safekeep the securities on deposit.
Owners of ADSs may hold their ADSs either by means of an American Depositary Receipt (“ADR”) evidencing ADSs registered in such owner’s name, through a brokerage or safekeeping account, or through an account established by the Depositary in such owner’s name reflecting the registration of uncertificated ADSs directly on the books of the Depositary (commonly referred to as the “direct registration system” or “DRS”). The direct registration system reflects the uncertificated (book-entry) registration of ownership of ADSs by the Depositary. Under the direct registration system, ownership of ADSs is evidenced by periodic statements issued by the Depositary to the holders of the ADSs. The direct registration system includes automated transfers between the Depositary and The Depository Trust Company (“DTC”), the central book-entry clearing and settlement system for equity securities in the United States. If a holder decides to hold ADSs through a brokerage or safekeeping account, such holder must rely on the procedures of the broker or bank to assert the holder’s rights as a beneficial owner of ADSs. Banks and brokers typically hold securities such as the ADSs through clearing and settlement systems such as DTC. The procedures of such clearing and settlement systems may limit such holder’s ability to exercise rights as a beneficial owner of ADSs. ADS holders should consult with their broker or bank if they have any questions concerning these limitations and procedures. All ADSs held through DTC will be registered in the name of a nominee of DTC (currently Cede & Co.). This summary description assumes the holder has opted to own the ADSs directly by means of ADSs registered in such holder’s name and, as such, Woodside will refer to ADS holders as the “holder.”
Woodside will not treat holders or beneficial owners of ADSs as shareholders and they will not have direct shareholder rights. The Depositary will hold on ADS holders’ behalf the shareholder rights attached to the Shares underlying such ADSs. Holders or beneficial owners of ADSs will be able to exercise the shareholders rights for the Shares represented by the ADSs through the Depositary only to the extent contemplated in the Deposit Agreement. To exercise any shareholder rights not contemplated in the Deposit Agreement holders or beneficial owners of ADSs will need to arrange for the cancellation of such ADSs in accordance with the Deposit Agreement and become a direct shareholder. The Deposit Agreement, ADRs and ADSs will be interpreted in accordance with the laws of the State of New York.
The following is a summary description of the material terms of the Deposit Agreement and of the material rights of holders or beneficial owners of ADSs. ADS holders should remember that summaries by their nature lack the precision of the information summarized and that the rights and obligations of a holder or beneficial owner of ADSs will be determined by reference to the terms of the Deposit Agreement and not by this summary. Woodside urges holders to review the Deposit Agreement and form of ADR in their entirety, which has been filed with the SEC as an exhibit to Woodside’s Registration Statement on Form F-6 (File No. 333-264280) on 13 April 2022, and as amended on 23 May 2022.
Voting Rights
ADS holders generally have the right under the Deposit Agreement to instruct the Depositary to exercise the voting rights for the Shares represented by their ADSs.
At Woodside’s request, the Depositary will distribute to holders any notice of shareholder meetings received from Woodside together with information explaining how to instruct the Depositary to exercise the voting rights of the securities represented by ADSs. In lieu of distributing such materials, the Depositary may distribute to holders of ADSs instructions on how to retrieve such materials upon request.
If the Depositary timely receives voting instructions from a holder of ADSs, it will endeavor to vote (or cause the Custodian to vote) the securities (in person or by proxy) represented by the holder’s ADSs in accordance with such voting instructions.
If the Depositary does not receive a holder’s voting instructions in a timely manner, or if the Depositary timely receives voting instructions from a holder that fails to specify the manner in which the Depositary is to vote, such ADS holder’s ADS will not be voted. In the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with the Constitution, the Depositary will refrain from voting and the voting instructions received by the Depositary from holders of such ADSs shall lapse.
Please note that the ability of the Depositary to carry out voting instructions may be limited by practical and legal limitations and the terms of the securities on deposit. Woodside cannot assure ADS holders that they will receive voting materials in time to enable them to return voting instructions to the Depositary in a timely manner.
Dividends and Distributions
Holders of ADSs generally have the right to receive the distributions Woodside makes on the securities deposited with the Custodian. A holder’s receipt of these distributions may be limited, however, by practical considerations and legal limitations. Holders of ADSs will receive such distributions under the terms of the Deposit Agreement in proportion to the number of ADSs held as of the specified record date, after deduction of the applicable fees, taxes and expenses.
Distributions of Cash
Whenever Woodside makes a cash distribution for the securities on deposit with the Custodian, Woodside will give prior notice to the Depositary and Woodside will deposit the funds with the Custodian. Upon receipt of confirmation of the deposit of requisite funds, the Depositary will arrange for the funds received in a currency other than U.S. dollars to be converted into U.S. dollars and for the distribution of the U.S. dollars to the holders, in accordance with the terms of the Deposit Agreement.
The conversion into U.S. dollars will take place only if practicable and if the U.S. dollars are transferable to the United States. The Depositary will apply the same method for distributing the proceeds of the sale of any property (such as undistributed rights) held by the Custodian in respect of securities on deposit.
The distribution of cash will be made in accordance with the record date set by the Depositary (if applicable) and will be net of the fees, expenses and taxes and governmental charges payable by holders under the terms of the Deposit Agreement. The Depositary will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable holders and beneficial owners of ADSs until the distribution can be effected or the funds that the Depositary holds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States.
Distributions of Shares
Whenever Woodside pays a dividend in or makes a free distribution of Shares for the securities on deposit with the Custodian, Woodside will give prior notice to the Depositary and Woodside will deposit the applicable number of Shares with the Custodian. Upon receipt of confirmation of such deposit, the Depositary will, in accordance with the record date established by the Depositary, either (i) distribute to holders (in proportion to the number of ADSs held) new ADSs representing the Shares deposited by Woodside with the Custodian or (ii) modify the ADS-to-share ratio, in which case each ADS held will represent rights and interests in the additional Shares so deposited. Only whole new ADSs will be distributed. Fractional entitlements will be sold and the proceeds of such sale will be distributed as in the case of a cash distribution.
The distribution of new ADSs or the modification of the ADS-to-share ratio upon a distribution of Shares will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the Deposit Agreement. In order to pay such taxes or governmental charges, the Depositary may sell all or a portion of the new Shares so distributed.
No such distribution of new ADSs will be made if it would violate a law (e.g., the U.S. securities laws). If the Depositary does not distribute new ADSs as described above, it may sell the Shares received upon the terms described in the Deposit Agreement and will distribute the proceeds of the sale as in the case of a distribution of cash.
Distributions of Rights
Whenever Woodside distributes rights to subscribe for additional Shares, the Depositary will establish procedures to distribute rights to subscribe for additional ADSs to holders in accordance with the record date set by the Depositary and to enable such holders to exercise such rights if it is lawful and reasonably practicable to make the rights available to holders of ADSs. Holders of ADSs may have to pay fees, expenses, taxes and other governmental charges to subscribe for the new ADSs upon the exercise of their rights. The Depositary is not obligated to establish procedures to facilitate the exercise by holders of rights to subscribe for new Shares other than in the form of ADSs.
The Depositary will not distribute the rights to a holder if:
• | Woodside does not timely request that the rights be distributed to such holder or Woodside requests that the rights not be distributed to such holder; or |
• | Woodside fails to deliver reasonably satisfactory documents to the Depositary; or |
• | The Depositary determines it is not reasonably practicable to distribute the rights. |
The Depositary will sell the rights that are not exercised or not distributed if such sale is lawful and reasonably practicable. The proceeds of such sale (net of the fees, expenses and taxes and governmental charges payable by holders under the terms of the Deposit Agreement) will be distributed to holders as in the case of a cash distribution. If the Depositary is unable to sell the rights, it will allow the rights to lapse.
Elective Distributions
Whenever Woodside intends to distribute a dividend payable at the election of shareholders either in cash or in additional Shares and indicates that Woodside wishes the elective distribution to be made available to holders of ADSs, Woodside will assist the Depositary in determining whether such distribution is lawful and reasonably practicable.
The Depositary will make the election available to ADS holders only if it is reasonably practicable and if Woodside has provided reasonably satisfactory documentation contemplated in the Deposit Agreement. In such case, the Depositary will establish procedures to enable holders to elect to receive either cash or additional ADSs, in each case as described in the Deposit Agreement and in accordance with the record date determined by the Depositary.
If the election is not made available to an ADS holder, such holder will receive either cash or additional ADSs, depending on what a shareholder in Australia would receive upon failing to make an election, as more fully described in the Deposit Agreement.
Other Distributions
Whenever Woodside intends to distribute property other than cash, Shares or rights to subscribe for additional Shares and indicates that Woodside wishes such distribution to be made to holders of ADSs, Woodside will assist the Depositary in determining whether such distribution to holders is lawful and reasonably practicable.
If it is reasonably practicable to distribute such property to ADS holders, the Depositary will distribute the property to the holders (in proportion to the number of ADSs held respectively) in a manner it deems practicable and in accordance with the record date determined by the Depositary.
The distribution will be made net of fees, expenses, taxes and governmental charges payable by holders under the terms of the Deposit Agreement. In order to pay such taxes and governmental charges, the Depositary may sell all or a portion of the property received.
The Depositary will not distribute the property to ADS holders and will sell the property if:
• | Woodside does not request that the property be distributed to ADS holders or if Woodside requests that the property not be distributed to ADS holders; or |
• | Woodside does not deliver reasonably satisfactory documents to the Depositary; or |
• | The Depositary determines that all or a portion of the distribution to ADS holders is not reasonably practicable. |
The proceeds of such a sale will be distributed to holders as in the case of a cash distribution.
Redemption
Whenever Woodside decides to redeem any of the securities on deposit with the Custodian, Woodside will notify the Depositary in advance. If it is practicable and if Woodside provides reasonably satisfactory documentation contemplated in the Deposit Agreement, the Depositary will provide notice of the intended exercise by Woodside of the redemption rights to the holders.
The Custodian will be instructed to surrender the Shares being redeemed against payment of the applicable redemption price. The Depositary will convert into U.S. dollars upon the terms of the Deposit Agreement any redemption funds received in a currency other than U.S. dollars and will establish procedures to enable holders to receive the net proceeds from the redemption upon surrender of their ADSs to the Depositary. ADS holders may have to pay fees, expenses, taxes and other governmental charges upon the redemption of their ADSs. If less than all ADSs are being redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as the Depositary may determine.
Notices and Reports
The Depositary will make available for ADS holders’ inspection at its principal office any reports and communications, including any proxy soliciting material, that it receives from Woodside, if those reports and communications are both (a) received by the Depositary as the holder of the deposited securities and (b) made generally available by Woodside to the holders of the deposited securities. The Depositary will also make available to ADS holders copies of such reports when furnished by Woodside pursuant to the Deposit Agreement. In addition, Woodside is subject to the periodic reporting requirements of the Exchange Act and, accordingly, files certain reports with the SEC. Such reports and documents can be retrieved from the SEC’s website (www.sec.gov).
Changes Affecting Shares
The Shares held on deposit for ADSs may change from time to time. For example, there may be a change in nominal or par value, split-up, cancellation, consolidation or any other reclassification of such Shares or a recapitalization, reorganization, merger, consolidation or sale of assets of Woodside.
If any such change were to occur, the ADSs would, to the extent permitted by law and the Deposit Agreement, represent the right to receive the property received or exchanged in respect of the Shares held on deposit. The Depositary may in such circumstances deliver new ADSs to holders, amend the Deposit Agreement, the ADRs and the Registration Statement on Form F-6, call for the exchange of existing ADSs for new ADSs and take any other actions that are appropriate to reflect as to the ADSs the change affecting the Shares. If the Depositary may not lawfully distribute such property to all holders, the Depositary may sell such property and distribute the net proceeds (net of the fees, expenses and taxes and governmental charges payable by holders under the terms of the Deposit Agreement) to ADS holders as in the case of a cash distribution.
Amendments and Termination of Deposit Agreement
Amendment
Woodside may agree with the Depositary to modify the Deposit Agreement at any time without the consent of ADS holders. Any amendment which imposes or increases any fees or charges (other than charges in connection with foreign exchange control regulations, and taxes and other governmental charges) or which otherwise materially prejudices any substantial existing right of ADS holders will not become effective until thirty days following notice of such amendment to the holders.
ADS holders will be bound by the modifications to the Deposit Agreement if they continue to hold ADSs after the modifications to the Deposit Agreement become effective. The Deposit Agreement cannot be amended to prevent holders from withdrawing the Shares represented by their ADSs (except in order to comply with mandatory provisions of applicable law).
Termination
Woodside has the right to direct the Depositary to terminate the Deposit Agreement. Similarly, the Depositary may in certain circumstances on its own initiative terminate the Deposit Agreement. In either case, the Depositary must give notice to the holders at least 30 days before termination. Until termination, holders’ rights under the Deposit Agreement will be unaffected.
After termination, the Depositary will continue to collect distributions received (but will not distribute any such property until a holder requests the cancellation of its ADSs) and may sell the securities held on deposit. After the sale, the Depositary will hold the proceeds from such sale and any other funds then held for the holders of ADSs uninvested. At that point, the Depositary will have no further obligations to holders other than to account for the funds then held for the holders of ADSs still outstanding (after deduction of applicable fees, taxes and expenses), along with indemnification obligations.
Books of Depositary
The Depositary will maintain ADS holder records at its depositary office. ADS holders may inspect such records at such office during regular business hours but solely for the purpose of communicating with other holders in the interest of business matters relating to the ADSs and the Deposit Agreement.
Deposit, Withdrawal and Transfer
Issuance of ADSs upon Deposit of Shares
The Depositary may create ADSs on behalf of shareholders who deposit Shares with the Custodian. The Depositary will deliver these ADSs to the person indicated by the depositing shareholder (or broker) only after any applicable issuance fees and any charges and taxes payable for the transfer of the Shares to the Custodian have been paid. The ability to deposit Shares and receive ADSs may be limited by U.S. and Australia legal considerations applicable at the time of deposit.
The issuance of ADSs may be delayed until the Depositary or the Custodian receives confirmation that all required approvals have been given and that the Shares have been duly transferred to the Custodian. The Depositary will only issue ADSs in whole numbers.
Holders of Shares making a deposit of Shares will be responsible for transferring good and valid title of such Shares to the Depositary.
Transfer, Combination and Split Up of ADRs
ADR holders will be entitled to transfer, combine or split up ADRs and the ADSs evidenced thereby. For transfers of ADRs, ADS holders will have to surrender the ADRs to the Depositary and also must:
• | ensure that the surrendered ADR is properly endorsed or otherwise in proper form for transfer; |
• | provide such proof of identity and genuineness of signatures; |
• | provide any transfer stamps required by the State of New York or the United States; and |
• | pay all applicable fees, charges, expenses, taxes and other government charges payable by ADR holders pursuant to the terms of the Deposit Agreement, upon the transfer of ADRs. |
To have ADRs either combined or split up, holders must surrender the ADRs in question to the Depositary with the request to have them combined or split up, and must pay all applicable fees, charges, expenses, taxes and other government charges payable by ADR holders, pursuant to the terms of the Deposit Agreement, upon a combination or split up of ADRs.
Withdrawal of Shares Upon Cancellation of ADSs
ADS holders will be entitled to present ADSs to the Depositary for cancellation and then receive the corresponding number of underlying Shares represented by such ADSs at the Custodian’s offices. The ability to withdraw the Shares held in respect of the ADSs may be limited by U.S. and Australian legal considerations applicable at the time of withdrawal. In order to withdraw the Shares represented by ADSs, holders will be required to pay to the Depositary the fees for cancellation of ADSs and any charges, expenses, taxes and governmental charges payable upon the transfer of the Shares. ADS holders assume the risk for delivery of all funds and securities upon withdrawal. Once cancelled, the ADSs will not have any rights under the Deposit Agreement.
ADS holders who hold ADSs registered in their name may be asked to provide documentation as the Depositary may deem appropriate before it will cancel such ADSs. The withdrawal of the Shares represented by the ADSs may be delayed until the Depositary receives satisfactory evidence of compliance with all applicable laws and regulations. ADS holders should keep in mind that the Depositary will only accept ADSs for cancellation that represent a whole number of securities on deposit.
ADS holders will have the right to withdraw the securities represented by their ADSs at any time except for:
• | Temporary delays that may arise because (i) the transfer books for the Shares or ADSs are closed, or (ii) Shares are immobilized on account of a shareholders meeting or a payment of dividends. |
• | Obligations to pay fees, taxes and similar charges. |
• | Restrictions imposed because of laws or regulations applicable to ADSs or the withdrawal of securities on deposit. |
The Deposit Agreement may not be modified to impair the right to withdraw the securities represented by the ADSs except to comply with mandatory provisions of law.
Limitations on Obligations and Liabilities
The Deposit Agreement limits Woodside’s obligations and the Depositary’s obligations to holders. ADS holders should note the following:
• | Woodside and the Depositary are obligated only to take the actions specifically stated in the Deposit Agreement without negligence or bad faith. |
• | The Depositary disclaims any liability for any failure to carry out voting instructions, for any manner in which a vote is cast or for the effect of any vote, provided it acts in good faith and in accordance with the terms of the Deposit Agreement. |
• | The Depositary disclaims any liability for any failure to determine the lawfulness or practicality of any action, for the content of any document forwarded to holders on Woodside’s behalf or for the accuracy of any translation of such a document, for the investment risks associated with investing in Shares, for the validity or worth of the Shares, for any tax consequences that result from the ownership of ADSs, for the credit-worthiness of any third party, for allowing any rights to lapse under the terms of the Deposit Agreement, for the timeliness of any of Woodside’s notices or for Woodside’s failure to give notice. |
• | Woodside and the Depositary will not be obligated to perform any act that is inconsistent with the terms of the Deposit Agreement. |
• | Woodside and the Depositary disclaim any liability if Woodside or the Depositary are prevented or forbidden from or subject to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the Deposit Agreement, by reason of any provision, present or future, of any law or regulation, or by reason of present or future provision of any provision of Woodside’s governing documents or any provision of or governing the securities on deposit, or by reason of any act of God or war or other circumstances beyond Woodside’s control. |
• | Woodside and the Depositary disclaim any liability by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or in Woodside’s governing documents or in any provisions of or governing the securities on deposit. |
• | Woodside and the Depositary further disclaim any liability for any action or inaction in reliance on the advice or information received from legal counsel, accountants, any person presenting Shares for deposit, any holder of ADSs or authorized representatives thereof, or any other person believed by either of them in good faith to be competent to give such advice or information. |
• | Woodside and the Depositary also disclaim liability for the inability by a holder to benefit from any distribution, offering, right or other benefit that is made available to holders of Shares but is not, under the terms of the Deposit Agreement, made available to holders of ADSs. |
• | Woodside and the Depositary may rely without any liability upon any written notice, request or other document believed to be genuine and to have been signed or presented by the proper parties. |
• | Woodside and the Depositary also disclaim liability for any consequential or punitive damages for any breach of the terms of the Deposit Agreement. |
• | No disclaimer of any Securities Act liability is intended by any provision of the Deposit Agreement. |
• | Nothing in the Deposit Agreement gives rise to a partnership or joint venture, or establishes a fiduciary relationship, among Woodside, the Depositary and any ADS holder. |
• | Nothing in the Deposit Agreement precludes Citibank (or its affiliates) from engaging in transactions in which parties adverse to Woodside or the ADS owners have interests, and nothing in the Deposit Agreement obligates Citibank to disclose those transactions, or any information obtained in the course of those transactions, to Woodside or to the ADS owners, or to account for any payment received as part of those transactions. |
Exhibit 4.2
Equity Award Rules
Woodside Energy Group Ltd
ACN 004 898 962
Last updated on 22 February 2024
Equity Award Rules
INTRODUCTION
The purpose of these Rules is to allow the Board to make Offers of Incentive Securities to Eligible Employees.
These Rules outline the terms and conditions upon which Offers will be made, including:
• | the process for making and accepting Offers (Part A); |
• | the type of securities that may be offered (being Rights, Options, Restricted Shares and Units) (Part B); and |
• | the general terms and conditions that apply to Incentive Securities (Part C). |
Capitalised terms are defined in Part D of these Rules.
PART A
1 | Offers of Incentive Securities |
1.1 | Board to make invitations |
(a) | The Board may, from time to time, in its discretion invite Eligible Employees to participate in a grant of Incentive Securities (Offer). |
(b) | Offers will be made on the terms set out in these Rules and/or on any additional or alternative terms as the Board determines, as specified in the terms of an Offer. |
1.2 | Information to be provided to Participants |
(a) | Without limiting the Board’s discretion, the terms of the Offer to an Eligible Employee may include the following information: |
(1) | the type and number of Incentive Securities being offered, or the method by which the number will be calculated; |
(2) | the amount (if any) that will be payable for the grant of Incentive Securities; |
(3) | any Vesting Conditions, including any Vesting Period; |
(4) | information relating to the exercise of an Option or Right (where exercisable), including any Exercise Price payable and the period(s) during which it may be exercised; |
(5) | the circumstances in which Rights, Options and/or Units may lapse, Shares (including Restricted Shares) allocated under these Rules may be forfeited, a Participant’s entitlement to Incentive Securities may be reduced or where any other benefits received in connection with an award under these Rules may be reduced or forfeited; |
(6) | how Incentive Securities may be treated if the Eligible Employee ceases employment with a Group company; and |
(7) | any restrictions (including the period of restriction) on Dealing in relation to a Restricted Share or Share allocated to the Eligible Employee under these Rules. |
(b) | An Offer of Restricted Shares made to an Eligible Employee in Australia must specify if all or part of the Offer is made as a salary sacrifice offer under rule 4.2 or as a tax-exempt offer under rule 4.3. |
1.3 | Acceptance of Offer |
(a) | Acceptance of an Offer must be made by the Eligible Employee in accordance with the instructions that accompany the Offer, or in any other way the Board determines. |
(b) | The Board may, at its discretion, refuse to allow the participation of an Eligible Employee where that Eligible Employee ceases to be an Eligible Employee, or ceases to satisfy any other conditions imposed by the Board, before the grant is made. |
(c) | Nothing limits the Board’s discretion to deem the conduct of an Eligible Employee in respect of an Offer (including the failure of an Eligible Employee to lodge an election not to participate within the time specified in the instructions accompanying the Offer) as valid acceptance of that Offer under these Rules. |
(d) | The Board may revoke an Offer given to an Eligible Employee prior to the date specified for the acceptance of the Offer or the grant being made, whichever is later, and such Offer will be deemed never to have been made. |
1.4 | Offer terms and conditions take precedence |
To the extent of any inconsistency, the terms and conditions advised to an Eligible Employee in an Offer will prevail over any other provision of these Rules.
PART B
2 | Rights |
2.1 | Grant |
(a) | Where an Eligible Employee has validly accepted an Offer to participate in a grant of Rights, the Board must, subject to its discretion under rules 1.3(b) and 1.3(d), grant Rights to the Eligible Employee. |
(b) | If the grant under rule 2.1(a) would arise in a period where Dealings by an Eligible Employee would be prohibited or the Board determines that the grant of Rights would otherwise be inappropriate in the circumstances, the Board may determine that the grant will be delayed until such time as Dealings are permitted or appropriate. For the avoidance of doubt, the Board may determine that the grant will be delayed only in relation to the affected Participant or in relation to some or all Participants (irrespective of whether they are subject to the Dealing restriction). |
(c) | Unless the Board determines otherwise or the Offer specifies otherwise: |
(1) | no payment is required for the grant of a Right; |
(2) | Rights may not be registered in any name other than that of the Eligible Employee; and |
(3) | where the Offer is made to an Eligible Employee in Australia, subdivision 83A-C of the Tax Act applies to the Rights (subject to the requirements of the Tax Act). |
2.2 | Vesting |
(a) | Subject to rule 8 and any express rule to the contrary, a Right will only Vest (and if applicable, become exercisable) where each Vesting Condition, and all other relevant conditions advised to the Participant by the Board pursuant to rule 1.2, have been satisfied or otherwise waived by the Board. |
(b) | Vesting occurs upon notification from the Company (or its delegate) to the Participant that a Right has Vested pursuant to this rule 2.2. |
(c) | Where a Right is exercisable, the exercise of the Right must be effected in the form and manner determined by the Board and notified to the Participant. If an exercisable Right is not exercised (or otherwise surrendered by the Participant) by the end of the exercise period or expiry date specified in the terms of an Offer, the Right will be automatically exercised on that date except as otherwise provided in the Offer. |
(d) | If the Vesting or exercise of a Right would arise in a period where Dealings by a Participant would be prohibited or the Board determines that the Vesting or exercise of a Right would otherwise be inappropriate in the circumstances, the Board may determine that Vesting or exercise will be delayed until such time as Dealings are permitted or appropriate. For the avoidance of doubt, the Board may determine that Vesting or exercise will be delayed only in relation to the affected Participant or in relation to some or all Participants (irrespective of whether they are subject to the Dealing restriction). |
(e) | At the time an Offer is made or at any time prior to Vesting or exercise (if applicable) of the Right, the Board may determine that the Vesting (and if applicable, exercise) of some or all Rights will be satisfied by: |
(1) | an allocation of Shares; and/or |
(2) | a cash payment under rule 2.4. |
If no determination is made, the Vesting (and, if applicable, exercise) of a Right will be satisfied by the Company allocating Shares to the Participant pursuant to rule 2.3.
(f) | The Participant has no entitlement to receive a Share or a cash payment under rule 2.2(e) until the Rights have Vested, and, if applicable, been exercised. |
2.3 | Allocation |
(a) | Subject to rules 2.3(b) and 2.3(c), where Vesting (and if applicable, exercise) of a Right will be satisfied by an allocation of Shares under rule 2.2(e), as soon as practicable following Vesting (and if applicable, exercise) of a Right, the Board must issue to, procure the transfer to, or procure the setting aside for, the Participant the number of Shares in respect of which Rights have Vested or been exercised (as applicable). No further action is required on the part of the Participant. |
(b) | Subject to rule 2.2(e), in the case of Rights held by or on behalf of a Participant who is a Director, Vested (and if applicable, exercised) Rights must be satisfied by Shares that have been purchased on-market, unless: |
(1) | no shareholder approval is required under the Listing Rules in respect of the Director’s participation in the Offer; or |
(2) | shareholders have approved the Director’s participation in the Offer to the extent required under the Listing Rules. |
(c) | If the allocation of a Share would arise in a period where Dealings by a Participant would be prohibited or the Board determines that the allocation of a Share would otherwise be inappropriate in the circumstances, the Board may determine that allocation will be delayed until such time as Dealings are permitted or appropriate. For the avoidance of doubt, the Board may determine that the allocation will be delayed only in relation to the affected Participant or in relation to some or all Participants (irrespective of whether they are subject to the Dealing restriction). |
2.4 | Payment of cash equivalent |
(a) | Where the Board determines under rule 2.2(e) to make a cash payment to a Participant in lieu of an allocation of Shares, the Company must, as soon as practicable following Vesting (and, if applicable, exercise) of a Right, pay to the Participant an amount determined under rule 2.4(b) in Australian dollars (or any other currency determined by the Board in its discretion). |
(b) | Unless otherwise specified in the terms of an Offer, the amount of the cash payment referred to in rule 2.4(a) will be calculated by multiplying the number of Shares underlying the Rights that the Board determines will be settled by making a cash payment by the Current Market Price. |
(c) | If the Board determines that the payment under rule 2.4(a) is to be made in a currency other than Australian dollars, unless the Board determines otherwise, the foreign exchange rate applied will be the average closing exchange rate of the relevant currency for the 5 days prior to the date of Vesting (or, if applicable, exercise). |
2.5 | Lapse or automatic exercise of Rights |
A Right will lapse upon the earliest to occur of:
(a) | 15 years after the date on which the Right was granted to the Participant, or any date specified as the expiry date in the Offer, other than a Vested but unexercised Right which will be automatically exercised on the applicable expiry date; |
(b) | the Right lapsing in accordance with a provision of these Rules (including in accordance with a term of an Offer); |
(c) | the failure to meet a Vesting Condition or any other condition applicable to the Right within the Vesting Period; or |
(d) | the receipt by the Company of a notice in writing from a Participant to the effect that the Participant has elected to surrender the Right. |
3 | Options |
3.1 | Grant |
(a) | Where an Eligible Employee has validly accepted an Offer to participate in a grant of Options, the Board must, subject to its discretion under rules 1.3(b) and 1.3(d), grant Options to the Eligible Employee. |
(b) | If the grant under rule 3.1(a) would arise in a period where Dealings by an Eligible Employee would be prohibited or the Board determines that the grant of Options would otherwise be inappropriate in the circumstances, the Board may determine that the grant will be delayed until such time as Dealings are permitted or appropriate. For the avoidance of doubt, the Board may determine that the grant will be delayed only in relation to the affected Participant or in relation to some or all Participants (irrespective of whether they are subject to the Dealing restriction). |
(c) | Unless the Board determines otherwise or the Offer specifies otherwise: |
(1) | no payment is required for the grant of an Option; |
(2) | Options may not be registered in any name other than that of the Eligible Employee; and |
(3) | where the Offer is made to an Eligible Employee in Australia, subdivision 83A-C of the Tax Act applies to the Options (subject to the requirements of the Tax Act). |
3.2 | Vesting |
(a) | Subject to rule 8 and any express rule to the contrary, an Option will only Vest and become exercisable where each Vesting Condition, and all other relevant conditions advised to the Participant by the Board pursuant to rule 1.2, have been satisfied or otherwise waived by the Board. |
(b) | Vesting occurs upon notification from the Company (or its delegate) to the Participant that an Option has Vested pursuant to this rule 3.2. |
(c) | The exercise of an Option must be effected in the form and manner determined by the Board and, subject to rule 3.4, must be accompanied by payment of the relevant Exercise Price (if any) either in cleared funds or via any cashless exercise mechanism. The Company will notify the Participant of the process for exercise of Options that Vest, including any cashless exercise mechanism available to the Participant. |
(d) | If the Vesting or exercise of an Option would arise in a period where Dealings by a Participant would be prohibited, or the Board determines that the Vesting or exercise of an Option would otherwise be inappropriate in the circumstances, the Board may determine that Vesting or exercise will be delayed until such time as Dealings are permitted or appropriate. For the avoidance of doubt, the Board may determine that Vesting or exercise will be delayed only in relation to the affected Participant or in relation to some or all Participants (irrespective of whether they are subject to the Dealing restriction). |
(e) | At the time an Offer is made or at any time prior to exercise of the Option, the Board may determine that the exercise of some or all Options will be satisfied by: |
(1) | an allocation of Shares; and/or |
(2) | a cash payment under rule 3.4. |
If no determination is made, the exercise of an Option will be satisfied by the Company allocating Shares to the Participant pursuant to rule 3.3.
(f) | The Participant has no entitlement to receive a Share or a cash payment under rule 3.2(e) until the Options have been exercised. |
3.3 | Allocation following exercise |
(a) | Subject to rules 3.3(b) and 3.3(c), where exercise of an Option will be satisfied by an allocation of Shares under rule 3.2(e), as soon as practicable following the exercise of an Option, the Board must issue to, procure the transfer to, or procure the setting aside for, the Participant the number of Shares in respect of which Options have been exercised (adjusted as appropriate where a cashless exercise mechanism has been utilised by the Participant). No further action is required on the part of the Participant. |
(b) | Subject to rule 3.2(e), in the case of Options held by or on behalf of a Participant who is a Director, Vested Options must be satisfied by Shares that have been purchased on-market, unless: |
(1) | no shareholder approval is required under the Listing Rules in respect of the Director’s participation in the Offer; or |
(2) | shareholders have approved the Director’s participation in the Offer to the extent required under the Listing Rules. |
(c) | If the allocation of a Share would arise in a period where Dealings by a Participant would be prohibited or the Board determines that the allocation of a Share would otherwise be inappropriate in the circumstances, the Board may determine that allocation will be delayed until such time as Dealings are permitted or appropriate. For the avoidance of doubt, the Board may determine that the allocation will be delayed only in relation to the affected Participant or in relation to some or all Participants (irrespective of whether they are subject to the Dealing restriction). |
3.4 | Payment of cash equivalent |
(a) | Where the Board determines under rule 3.2(e) to make a cash payment to a Participant in lieu of an allocation of Shares, the Company must, as soon as practicable following the exercise of an Option, pay to the Participant an amount determined under rule 3.4(b) in Australian dollars (or any other currency determined by the Board in its discretion). |
(b) | Unless otherwise specified in the terms of an Offer, the amount of the cash payment referred to in rule 3.4(a) will be calculated by multiplying the number of Shares underlying the Options that the Board determines will be settled by making a cash payment by the Current Market Price, less any Exercise Price that would otherwise have been payable in respect of those Options. |
(c) | If the Board determines that the payment under rule 3.4(a) is to be made in a currency other than Australian dollars, unless the Board determines otherwise, the foreign exchange rate applied will be the average closing exchange rate of the relevant currency for the 5 days prior to the date of exercise of the Options. |
3.5 | Lapse or automatic exercise of Options |
An Option will lapse upon the earliest to occur of:
(a) | 15 years after the date on which the Option was granted to the Participant, or any date specified as the expiry date in the Offer (unless the Board determines that the Options will be exercised on the expiry date by way of a cashless exercise mechanism); |
(b) | the Option lapsing in accordance with a provision of these Rules (including in accordance with a term of an Offer); |
(c) | the failure to meet a Vesting Condition or any other condition applicable to the Option within the Vesting Period; or |
(d) | the receipt by the Company of a notice in writing from a Participant to the effect that the Participant has elected to surrender the Option. |
4 | Restricted Shares |
4.1 | Allocation |
(a) | Where an Eligible Employee has validly accepted an Offer to participate in an allocation of Restricted Shares, the Board must, subject to its discretion under rules 1.3(b), 1.3(d) and 4.1(b), allocate Restricted Shares to the Eligible Employee in accordance with any timeframe specified in the Offer by either: |
(1) | issuing Restricted Shares to; |
(2) | procuring the transfer of Restricted Shares to; or |
(3) | procuring the setting aside of Restricted Shares for, |
the Eligible Employee.
(b) | If the allocation of a Restricted Share would arise in a period where Dealings by a Participant would be prohibited or the Board determines that the allocation of a Restricted Share would otherwise be inappropriate in the circumstances, the Board may determine that the allocation will be delayed until such time as Dealings are permitted or appropriate. For the avoidance of doubt, the Board may determine that the allocation will be delayed only in relation to the affected Participant or in relation to some or all Participants (irrespective of whether they are subject to the Dealing restriction). |
(c) | Unless the Board determines otherwise or the Offer specifies otherwise: |
(1) | no payment is required for the allocation of a Restricted Share (other than a Restricted Share purchased pursuant to rule 4.2); and |
(2) | Restricted Shares may not be registered in any name other than that of the Eligible Employee or the Trustee. |
4.2 | Restricted Shares purchased by salary sacrifice by Eligible Employees in Australia |
Notwithstanding anything else in these Rules, the following provisions apply in respect of Offers of Restricted Shares made to Eligible Employees in Australia pursuant to this rule 4.2:
(a) | such Offers constitute Offers made under a separate salary sacrifice provision of these Rules; |
(b) | subdivision 83A-C of the Tax Act applies to such Offers (subject to the requirements of the Tax Act); and |
(c) | such Offers must allow a Participant to agree to acquire Restricted Shares in return for a reduction in the Participant’s pre-tax remuneration that would not have happened apart from that Offer of not more than A$5,000 per year ending 30 June (or such other amount specified by subsection 83A-105(4) of subdivision 83A-C of the Tax Act to be the maximum amount of discount to which that subsection can apply). |
4.3 | Restricted Shares allocated to Eligible Employees in Australia that are tax-exempt |
Notwithstanding anything else in these Rules, the following provisions apply in respect of Offers of Restricted Shares made to Eligible Employees in Australia pursuant to this rule 4.3:
(a) | such Offers constitute Offers made under a separate tax-exempt provision of these Rules; |
(b) | the Offers must be made on a non-discriminatory basis in relation to at least 75% of the Australian resident permanent employees of the relevant employer who have completed at least 3 years of service (whether continuous or non-continuous); |
(c) | subdivision 83A-B of the Tax Act applies to such Offers; |
(d) | a Restricted Share allocated to a Participant under this rule 4.3 will be subject to a restriction period from the date that the Restricted Shares are allocated until the earlier of: |
(1) | the date that is three years from the date of allocation (or such other period that may be required under subdivision 83A-B of the Tax Act, including such earlier time as the Commissioner of Taxation allows in accordance with section 83A-45(5) of the Tax Act); and |
(2) | the date on which the Participant ceases to be employed by the Group; and |
(e) | a Restricted Share allocated to a Participant under this rule 4.3 cannot be forfeited. For the avoidance of doubt, rule 9 does not apply to Restricted Shares allocated under this rule 4.3. |
4.4 | Cessation of restrictions |
(a) | Subject to rule 8 and any express rule to the contrary, a Share will only Vest and cease to be a Restricted Share where: |
(1) | the Vesting Period and each other relevant condition (including all Vesting Conditions) advised to the Participant by the Board pursuant to rule 1.2 have been satisfied or otherwise waived by the Board; and |
(2) | the Company (or its delegate) notifies the Participant that the restrictions in respect of the Restricted Share have ceased or no longer apply. |
(b) | Subject to the terms of an Offer and the Securities Dealing Policy, when a Share ceases to be a Restricted Share, all restrictions on disposing of, or otherwise Dealing with, that Share, as set out in these Rules or the terms of an Offer, will cease. |
(c) | If the Vesting of a Restricted Share would arise in a period where Dealings by a Participant would be prohibited or the Board determines that the Vesting of a Restricted Share would otherwise be inappropriate in the circumstances, the Board may determine that Vesting will be delayed until such time as Dealings are permitted or appropriate. For the avoidance of doubt, the Board may determine that Vesting will be delayed only in relation to the affected Participant or in relation to some or all Participants (irrespective of whether they are subject to the Dealing restriction). |
(d) | Unless provided otherwise in the terms of an Offer, when a Share that is held by the Trustee on behalf of a Participant ceases to be a Restricted Share, the Trustee will continue to hold the Share on trust on behalf of the Participant until such time as the Participant, or the Company on behalf of the Participant, directs the Trustee to: |
(1) | transfer the Share: |
(A) | into the Participant’s name or: |
(B) | to another account the Participant nominates; or |
(C) | to an account to be held on the Participant’s behalf; or |
(2) | sell the Share and pay the proceeds of sale (net of any applicable brokerage, commission, stamp duty or other transaction costs) to the Participant. |
4.5 | Forfeiture of Restricted Shares |
Subject to rule 4.3(e), a Restricted Share will be forfeited upon the earliest to occur of:
(a) | the Restricted Share being forfeited in accordance with a provision of these Rules (including in accordance with a term of an Offer); |
(b) | the failure to meet a Vesting Condition or any other condition applicable to the Restricted Share within the Vesting Period; or |
(c) | the receipt by the Company of a notice in writing from a Participant to the effect that the Participant has elected to surrender the Restricted Share. |
5 | Units |
5.1 | Grant |
(a) | Where an Eligible Employee validly accepts an Offer to participate in a grant of Units, the Board must, subject to its discretion under rules 1.3(b) and 1.3(d), grant Units to the Eligible Employee. |
(b) | Unless the Board determines otherwise or the Offer specifies otherwise: |
(1) | no payment is required for the grant of a Unit; and |
(2) | Units may not be recorded in any name other than that of the Eligible Employee. |
5.2 | Vesting |
(a) | Subject to rule 8 and any express rule to the contrary, a Unit will only Vest where each Vesting Condition, and all other relevant conditions advised to the Participant by the Board pursuant to rule 1.2, have been satisfied or otherwise waived by the Board. |
(b) | Vesting occurs upon notification from the Company (or its delegate) to the Participant that a Unit has Vested pursuant to this rule 5.2. |
(c) | If the Vesting of a Unit would arise in a period where Dealings by a Participant would be prohibited, or the Board determines that the Vesting of a Unit would otherwise be inappropriate in the circumstances, the Board may determine that Vesting will be delayed until such time as Dealings are permitted or appropriate. For the avoidance of doubt, the Board may determine that Vesting will be delayed only in relation to the affected Participant or in relation to some or all Participants (irrespective of whether they are subject to the Dealing restriction). |
(d) | The Vesting of a Unit will be satisfied by the Company making a cash payment in accordance with rule 5.3. |
(e) | The Participant has no entitlement to receive a cash payment under rule 5.2(d) until the Units have Vested. |
5.3 | Cash payment |
(a) | Subject to rule 5.3(c), the Company must, as soon as practicable following Vesting of a Unit in accordance with rule 5.2, pay to the Participant an amount determined under rule 5.3(b) in Australian dollars (or any other currency determined by the Board in its discretion). |
(b) | Unless otherwise specified in the terms of an Offer, the amount of the cash payment referred to in rule 5.3(a) will be calculated by multiplying the number of Units that have Vested by the Current Market Price. |
(c) | If the Board determines that the payment under rule 5.3(a) is to be made in a currency other than Australian dollars, unless the Board determines otherwise, the foreign exchange rate applied will be the average closing exchange rate of the relevant currency for the 5 days prior to the date of Vesting of the Units. |
5.4 | Lapse of Units |
A Unit will lapse on the earliest to occur of:
(a) | the Unit lapsing in accordance with a provision of these Rules (including in accordance with a term of an Offer); |
(a) | the failure to meet a Vesting Condition or any other condition applicable to the Unit within the Vesting Period; or |
(b) | the receipt by the Company of a notice in writing from a Participant to the effect that the Participant has elected to surrender the Unit. |
PART C
6 | Prohibited Dealings |
(a) | Subject to the Securities Dealing Policy, any Dealing in respect of an Incentive Security prior to Vesting is prohibited unless: |
(1) | the Board determines otherwise; or |
(2) | the Dealing is required by law and the Participant has provided satisfactory evidence to the Company of that fact. |
provided that, if an Incentive Security is transferred prior to Vesting, such Incentive Security shall remain subject to Vesting in the hands of the transferee.
(b) | Where, in the opinion of the Board, a Participant Deals with a Right, Option or Unit in contravention of rule 6(a), the Right, Option or Unit will immediately lapse. |
(c) | Where, in the opinion of the Board, the Participant (or the Trustee at the Participant’s direction) Deals with a Restricted Share in contravention of rule 6(a), the Restricted Share is deemed to immediately be forfeited. |
(d) | The Board may, at its discretion, impose restrictions on Dealing in respect of any Shares allocated under these Rules (including upon Vesting or exercise of Rights or Options or at the request of a Participant) and may implement any procedure it considers appropriate to enforce such restrictions. Where a Participant requests that the Board impose restrictions on Dealing in respect of any Shares, the Board has the discretion to accept or reject such request. |
7 | Preventing inappropriate benefits |
(a) | Subject to rule 4.3(e), the Board may do any of the things in rule 7(b) where, in the opinion of the Board: |
(1) | a Participant: |
(A) | has acted fraudulently or dishonestly; |
(B) | has engaged in gross misconduct; |
(C) | has engaged in an act which has brought the Company, the Group or any Group company into disrepute or may negatively impact the Company’s, Group’s or any Group company’s reputation in a material way; |
(D) | has breached their duties or obligations to the Company or any Group company (including acting in breach of the terms and conditions of their employment or the Group’s Code of Conduct); |
(E) | owes money or a debt to the Company or a Group company and has not otherwise agreed to an alternative arrangement with the Company or Group company (as applicable) to settle the debt owed; or |
(F) | is convicted of an offence or has a judgment entered against them in connection with the affairs of the Group; or |
(2) | there is a Financial Misstatement Circumstance; |
(3) | a Participant’s Incentive Securities Vest or may Vest as a result of the fraud, dishonesty, negligence or breach of duties or obligations of any other person (including a breach by that person of the terms and conditions of their employment or the Group’s Code of Conduct) and in the opinion of the Board, the Incentive Securities will not or would not have otherwise Vested; or |
(4) | a significant unexpected or unintended consequence or outcome has occurred which impacts the Group or a Group company, including where the original expected performance outcomes which the Incentive Securities were intended to promote have not been realised; or |
(5) | the Company (or another Group company) is required or entitled to reclaim remuneration from a Participant or reduce a Participant’s remuneration outcome under one or more of the following: |
(A) | law; |
(B) | regulation, including a direction or guidance from a regulator; |
(C) | contract; or |
(D) | Company or Group policy (as amended from time to time); or |
(6) | Vesting of some or all of the Participant’s unvested Incentive Securities is not justified or supportable, having regard to any one or more of the following: |
(A) | the personal performance and/or conduct of a Participant; |
(B) | the performance of the business unit or function in which the Participant is employed or for which they have accountability, or which is relevant in relation to the Participant’s role; |
(C) | the performance of the Group; or |
(D) | any other factor which the Board reasonably determines is appropriate to take into account in relation to the Participant’s entitlements under these Rules; or |
(7) | any additional circumstance specified in an Offer has occurred. |
(b) | Subject to rule 4.3(e), the Board may determine that any or all of the following occur: |
(1) | some or all of the following held by or on behalf of the Participant: |
(A) | unvested Rights, Options and/or Units |
(B) | Vested but unexercised Rights and/or Options; and/or |
(C) | Shares (including Restricted Shares) allocated under these Rules, |
will lapse or be deemed to be forfeited (as the case may be), and/or
(2) | a Participant must pay or repay (as the case may be) to the Company as a debt: |
(A) | all or part of the net proceeds of sale where Shares allocated under these Rules have been sold; |
(B) | any cash payment received under these Rules; and/or |
(C) | any dividends or distributions received in respect of Shares allocated under these Rules; and/or |
(3) | the restrictions on disposing or otherwise Dealing with a Participant’s Restricted Shares are extended. |
(c) | In circumstances where: |
(1) | the Board is considering the application of this rule 7; or |
(2) | a Participant is under investigation by the Group, a Group company or an external third party (including a governmental authority or regulator); or |
(3) | such other circumstances specified in an Offer, |
the Board may determine that any or all of the following will occur:
(4) | the Vesting, exercise and/or allocation of a Participant’s Incentive Securities be delayed or suspended (as appropriate) until such time as the Board determines (including until the final conclusion of any investigation under rule 7(c)(2)); or |
(5) | the restrictions on disposing or otherwise Dealing with a Participant’s Restricted Shares are extended. |
(d) | The Board may specify in an Offer additional circumstances in which a Participant’s entitlement to Incentive Securities or Shares or cash received on vesting of Incentive Securities may be reduced or extinguished. |
(e) | All awards granted under these Rules shall be subject to any applicable clawback or recoupment policy of the Group or a Group company, as in effect from time to time, or as required by law. |
8 | Discretion regarding vesting |
The Board may in its discretion apply an adjustment (upwards or downwards) to the number of a Participant’s Incentive Securities that Vest based on application of the Vesting Conditions and any other relevant conditions. In exercising this discretion, the Board may have regard to one or more of the following considerations, amongst others:
(b) | the personal performance and/or conduct of a Participant; |
(c) | the performance of the division or function in which the Participant is employed or for which they have accountability, or which is relevant in relation to the Participant’s role; |
(d) | the performance of the Group or any Group company; and |
(e) | any other factor which the Board reasonably determines is appropriate to take into account in relation to the Participant’s Incentive Securities. |
Where the Board decides to reduce the number of a Participant’s Incentive Securities that Vest, those Incentive Securities that would otherwise have Vested will instead lapse or be forfeited (as applicable).
9 | Forfeiture of Shares |
(a) | Where Shares (including Restricted Shares) are forfeited in accordance with these Rules and the Shares are held by the Participant: |
(1) | the Participant is deemed to have agreed to dispose of their legal and/or beneficial interest (as appropriate) in such Shares for nil consideration; and |
(2) | the Shares will be transferred into the name of the Company’s nominee who will then hold full legal and beneficial title to those Shares. |
(b) | Where Shares (including Restricted Shares) are forfeited in accordance with these Rules and the Shares are held by the Trustee: |
(1) | the Participant’s rights in the Shares will be extinguished for total aggregate consideration of A$1.00; and |
(2) | the Shares will be held as general trust property in accordance with the terms of the Trust Deed, and the Board may, at any time in the future, direct the Trustee to hold the Shares for the benefit of a different or new Participant. |
(c) | Where a Participant forfeits Shares allocated to them on exercise of Options pursuant to these Rules, the Company may, but need not, repay to the Participant any Exercise Price paid by the Participant in respect of the forfeited Shares. |
10 | Cessation of employment |
10.1 | Board discretion on cessation |
(a) | Subject to rules 10.1(b) and 10.1(c), unless the Board determines otherwise, either prior to or within 60 days of the Participant ceasing to be an employee of the Group, any unvested Incentive Securities will remain on foot and will not Vest or lapse as a result of the Participant ceasing employment. These Rules and the relevant conditions advised to the Participant by the Board pursuant to rule 1.2 (including any Vesting Conditions) will continue to apply as though the Participant had not ceased employment. |
(b) | The Board, in its discretion, may determine that some or all of a Participant’s unvested Incentive Securities, as applicable: |
(1) | lapse; |
(2) | are forfeited; |
(3) | Vest (immediately or subject to conditions); |
(4) | are automatically exercised (including by way of a cashless exercise mechanism in the case of Options); |
(5) | are only exercisable for a prescribed period and will otherwise lapse; and/or |
(6) | are no longer subject to some or any of the restrictions (including any Vesting Condition) that previously applied, |
as a result of the Participant ceasing employment with the Group.
(c) | The Board may specify in the Offer to the Participant (in accordance with rule 1.2) how the Participant’s Incentive Securities will be treated on cessation of employment. The applicable treatment may vary depending on the circumstances in which the Participant’s employment ceases. In specifying a cessation treatment to apply to an Offer, the Board may preserve some or all of its discretion under rule 10.1(b). |
(d) | Notwithstanding anything else in this rule 10, where: |
(1) | a Participant ceases their employment with a Group company; and |
(2) | the reason for the cessation is due to the transfer of the Participant’s employment to another Group company or to a joint venture in which a Group company participates, |
the Participant will be treated as though their employment did not cease and rules 10.1(a), 10.1(b) and 10.2 do not apply, unless the Board determines otherwise.
10.2 | Post cessation discretions |
(a) | The Board may exercise any of the post cessation discretion in rule 10.2(b) in respect of a Participant who has: |
(1) | ceased to be employed by the Group; and |
(2) | received or may receive remuneration or favourable treatment under these Rules or any other plan or agreement with the Group in connection with their cessation of employment (including where entitlements Vest or remain on foot after cessation of employment in accordance with their terms), |
where the Board determines in good faith that:
(3) | the Participant has breached a Post Cessation Covenant; or |
(4) | a change in the Participant’s circumstances since they ceased to be employed by the Group means it is no longer appropriate for the Participant to retain the benefits outlined in rule 10.2(a)(2) above. These circumstances may include, for example, where the Participant commences employment with a Competitor, or where the Participant purported to retire from the workforce and subsequently recommences employment. |
(b) | For the purposes of rule 10.2(a) and subject to rule 4.3(e), the Board may do any one or more of the following: |
(1) | deem any unvested Incentive Securities of the Participant to have lapsed or be forfeited with effect from the date determined by the Board; |
(2) | deem all or any Shares (including Restricted Shares) allocated under these Rules that are still held by or on behalf of the Participant, to be forfeited; |
(3) | where any Shares (including Restricted Shares) allocated to a Participant under these Rules (including on Vesting of Incentive Securities) have been sold by or on behalf of the Participant, require the Participant to pay all or part of the net proceeds of that sale to the Company as a debt; and/or |
(4) | where cash has been allocated to a Participant on Vesting of Incentive Securities, including in the form of a dividend or dividend equivalent payment made under rule 13.2, require the Participant to repay all or part of the cash to the Company as a debt. |
10.3 | Approved leave of absence |
Subject to applicable laws, at the discretion of the Board, a Participant who is granted an approved leave of absence and who exercises their right to return to work under any applicable award, enterprise agreement, other agreement, statute or regulation may be treated as not having ceased to be an employee for the purposes of the Rules. Whether a Participant who is granted leave without pay is deemed to have ceased employment will be determined with reference to the Group’s policies and any applicable laws.
11 | Change of Control |
11.1 | Change of Control Events |
(a) | Where there is a Change of Control Event, the Board may, in its discretion, determine that all or a specified number of a Participant’s Incentive Securities Vest, lapse, be forfeited or cease to be subject to restrictions (as applicable). For the avoidance of doubt: |
(1) | a Change of Control Event does not include an internal reorganisation of the structure, business and/or assets of the Group; and |
(2) | subject to rule 11.1(b), if the Board does not make a determination pursuant to this rule 11.1(a), then all of a Participant’s Incentive Securities will remain on foot subject to the original terms of grant. |
(b) | Without limiting rule 11.1(a), where there is an actual change in the Control of the Company then, unless the Board determines otherwise: |
(1) | all Restricted Shares will immediately Vest in full and any restrictions on Dealing imposed by the Board cease to have effect; and |
(2) | all other unvested Incentive Securities will immediately Vest or cease to be subject to restrictions (as applicable) on a pro-rata basis having regard to the portion of the Vesting Period that has elapsed. |
(c) | Any unvested Incentive Securities that do not Vest under rule 11.1(a) or 11.1(b) will lapse or be forfeited, unless the Board determines a different treatment. |
(d) | Notwithstanding the default treatment set out in these Rules, the Board may specify in the Offer to the Participant (in accordance with rule 1.2) a particular treatment that will apply to unvested Incentive Securities in the context of a Change of Control Event or other change of Control. |
11.2 | Notification of Vesting |
Where some or all of a Participant’s Incentive Securities Vest pursuant to rule 11.1, the Board will, as soon as reasonably practicable, give written notice to each Participant of the number of Incentive Securities that have Vested.
11.3 | Treatment of Vested Incentive Securities |
(a) | The Board has the discretion to determine the treatment of all Vested Incentive Securities (including those that Vest in accordance with rule 11.1) where a Change of Control Event occurs. |
(b) | Without limiting rule 11.3(a), where there is an actual change in the Control of the Company then, unless the Board determines otherwise: |
(1) | all Vested Options and Rights that are exercisable will be exercisable for a period of 6 months from the actual change in the Control of the Company and will lapse if not exercised within the specified period; and |
(2) | any restrictions on Dealing imposed by the Board on Vested Incentive Securities will cease to have effect. |
11.4 | Acquisition of shares in Acquiring Company |
(a) | If: |
(1) | a company (Acquiring Company) obtains Control of the Company as a result of a Change of Control Event; and |
(2) | the Company and the Acquiring Company agree, |
subject to applicable laws (including the Listing Rules) a Participant may, upon:
(3) | Vesting (and, if applicable, exercise) of Rights; or |
(4) | exercise of Options |
be provided with shares of the Acquiring Company or its parent or subsidiary in lieu of Shares in such manner as the Company and the Acquiring Company may agree (including by a replacement security or exchange of Shares issued on Vesting or exercise) and on substantially the same terms and on substantially the same conditions but with any necessary or appropriate adjustments to the number and kind of shares.
(b) | If rule 11.4(a) applies, the Participant appoints the Company as their agent to do anything needed to give effect to this arrangement, including agreeing to become a member of the Acquiring Company or its parent (as applicable). |
11.5 | Divestment of material business or subsidiary |
(a) | Where the Company divests a business designated by the Board for this purpose as “material”, the Board may make special rules that apply to some or all of an affected Participant’s Incentive Securities. |
(b) | Without limiting the Board’s discretion in rule 11.5(a), such rules may include varying the Vesting Condition and/or any other relevant conditions advised to a Participant and deeming that a Participant remains an employee of the Group for a specific period for the purposes of the relevant Offers. |
(c) | As soon as reasonably practicable after making any special rules under this rule 11.5, the Board will give notice in writing of those special rules to any affected Participant. |
Any special rules made under this rule 11.5 will not be considered amendments for the purposes of rule 15.
12 | Power to adjust Rights, Options and/or Units and the Exercise Price |
(a) | Rights and Options carry no entitlement to participate in new issues of Shares by the Company prior to Vesting and exercise (if applicable) of the Right or Option. |
(b) | Subject to rule 12(c), prior to the allocation of Shares (or payment of an equivalent cash amount) to a Participant upon Vesting (and, if applicable, exercise) of Rights, Units or exercise of Options, the Board may grant additional Rights, Units or Options or make any adjustments it considers appropriate to the terms of a Right, Unit and/or Option granted to that Participant in order to minimise or eliminate any material advantage or disadvantage to a Participant resulting from a corporate action by, or capital reconstruction in relation to, the Company, including but not limited to any return of capital. Adjustments that may be made include adjustments to: |
(1) | the number of Rights, Units or Options to which the Participant is entitled; |
(2) | the type of security and number of Shares (or other securities) to which the Participant is entitled upon Vesting (and, if applicable, exercise) of Rights or exercise of Options; |
(3) | any amount payable on Vesting (and if applicable exercise) of Rights, Units or Options (including the Exercise Price); or |
(4) | a combination of paragraphs (1), (2) and/or (3) above. |
(c) | Without limiting rule 12(b), if: |
(1) | Shares are issued pro rata to the Company’s shareholders generally by way of a rights issue, Options will be adjusted in accordance with Listing Rule 6.22.2 (or any replacement rule); |
(2) | Shares are issued pro rata to the Company’s shareholders generally by way of a bonus issue (other than an issue in lieu of dividends or by way of a dividend reinvestment) involving capitalisation of reserves or distributable profits, Options and Rights will be adjusted in the manner allowed or required by the Listing Rules; or |
(3) | any reorganisation (including consolidation, subdivision, reduction or return) of the issued capital of the Company is effected, Options and Rights will be adjusted in the manner required by the Listing Rules. |
(d) | Where additional Rights, Units or Options are granted to the Participant under this rule 12, such Rights, Units or Options will be subject to the same terms and conditions as the original Rights, Units or Options granted to the Participant (including without limitation, any Vesting Conditions), unless the Board determines otherwise. |
(e) | The Board must, as soon as reasonably practicable after making any additional grants or adjustments under this rule 12, give notice in writing to any affected Participant. |
13 | Dividends and other rights |
13.1 | Dividends and other rights associated with Shares |
(a) | Subject to the terms of any Trust Deed (if applicable) or Offer, the following rules apply in respect of Shares allocated to, or on behalf of, a Participant under these Rules (including Restricted Shares allocated under rule 4.1): |
(1) | the Participant is entitled to receive all dividends and other distributions or benefits payable to the Participant or to the Trustee in respect of the Shares; |
(2) | the Participant is entitled to exercise, or to direct the Trustee in writing how to exercise, the voting rights attaching to the Shares, either generally or in a particular case; |
(3) | any bonus shares that are issued in respect of the Shares will be issued to the Participant, or to the Trustee on the Participant’s behalf, and will be held by the Participant or Trustee as Shares subject to the same terms, conditions and restrictions on Dealing (if any) as the Shares in respect of which they were issued; and |
(4) | if rights arise on a rights issue in respect of the Shares, the Participant may Deal with or exercise those rights, or instruct the Trustee (if applicable) in relation to those rights in accordance with the Trust Deed. If the Shares are held by the Trustee on the Participant’s behalf and the Participant does not instruct the Trustee how to Deal with the rights, the rights will be dealt with in accordance with the Trust Deed. |
13.2 | Dividend equivalent payments and other rights associated with Rights, Options and Units |
(a) | Unless or until Shares are allocated to a Participant following Vesting or exercise of their Rights or Options (as applicable), the Participant has no interest in those Shares in respect of which the Right or Option was granted. A Participant holding Units will have no interest in Shares in respect of which the Units may be valued. |
(b) | Notwithstanding rule 13.2(a), the Board may determine at the time an Offer is made that a dividend equivalent payment will be paid to a Participant who becomes entitled to an allocation of Shares (or equivalent cash amount) following the Vesting or exercise of Rights, Options or Units under that Offer (minus any applicable tax). |
(c) | A Participant will have no right to receive a dividend equivalent payment made in respect of any Rights, Options or Units that lapse under these Rules. |
(d) | Subject to the terms of any Offer, a dividend equivalent payment: |
(1) | will only be paid following Vesting or exercise (as applicable) of Rights, Options or Units (as applicable); |
(2) | will be an amount determined by the Company that will be approximately equal to the amount of dividends that would have been payable to the Participant had they been the owner of the Shares referred to in rule 13.2(b) during the Vesting Period; |
(3) | may, at the Company’s discretion, be grossed up to reflect any franking credits that would have attached to the dividends, but otherwise will not be grossed up or otherwise adjusted to account for any tax consequences which would have applied if the Participant had actually been paid a dividend; and |
(4) | may be satisfied through the allocation of Shares or payment of cash. |
14 | Withholding |
(a) | Notwithstanding any other provisions of these Rules, if a Group company, the Trustee or a plan administrator is obliged, or reasonably believes it may have an obligation, as a result of or in connection with any: |
(1) | grant or Vesting of Incentive Securities; |
(2) | allocation of Shares under these Rules; or |
(3) | payment of any amounts including a cash equivalent amount or a dividend equivalent amount, |
to account for the following liability of a Participant:
(4) | income tax or employment taxes under any wage, withholding or other arrangements; or |
(5) | any other tax, social security contributions or levy or charge of a similar nature, |
then the relevant Group company, Trustee or plan administrator is entitled to withhold or be reimbursed by the Participant for the amount or amounts so paid or payable.
(b) | Where rule 14(a) applies, the relevant Group company, the Trustee or plan administrator is not obliged to grant any Incentive Securities, to allocate Shares or to make a cash payment in accordance with these Rules unless the Company is satisfied that arrangements for payment or reimbursement of the amounts referred to in rule 14(a) have been made. Those arrangements may include, without limitation: |
(1) | the provision by the Participant of sufficient funds to reimburse the relevant Group company, Trustee or plan administrator for the amount (by salary deduction, reduction of any amount owed by the Group to the Participant or otherwise); |
(2) | the sale on behalf of the Participant of Shares allocated pursuant to these Rules for payment or reimbursement of these amounts, as well as the costs of any such sale; |
(3) | a reduction in any amount payable to the Participant on Vesting of Units or in lieu of an allocation of Shares under these Rules; |
(4) | the Participant forgoing their entitlement to an equivalent number of Shares that would otherwise be allocated to the Participant; or |
(5) | lapse or forfeiture of a sufficient number of Rights, Units, Options and/or Shares to satisfy the debt the Participant owes to the relevant Group company, Trustee or plan administrator. |
(c) | Unless the Group company, Trustee or plan administrator (as applicable) and the Participant agree to use a different valuation, any Rights, Units, Options and/or Shares lapsed or forfeited (as applicable) under this rule will be valued at the Current Market Price on the date of lapse or forfeiture. |
(d) | Any amounts which are paid or payable for the purposes of these Rules are inclusive of the Group’s compulsory superannuation contribution (if applicable). |
(e) | The Board may require any Participant, as a condition of the allocation of any Incentive Securities, to enter into an agreement transferring any liability of any Group company to social security contributions or any Tax in respect of those Incentive Securities or Shares. |
15 | Amendments |
15.1 | Power to make amendments |
(a) | Subject to rule 15.2, the Board may at any time by resolution: |
(1) | amend or add to (amend) all or any of the provisions of these Rules; |
(2) | amend the terms or conditions of any Incentive Security granted under these Rules; or |
(3) | suspend or terminate the operation of these Rules or any incentive plan operated in connection with these Rules. |
(b) | Notwithstanding rule 15.2, the Board may waive, amend or replace any Vesting Condition attaching to an Incentive Security if the Board determines that the original Vesting Condition is no longer appropriate or applicable (including, without limitation, where a Vesting Condition refers to a particular stock market index that is no longer published or there is a corporate action by the Company, including a discounted rights issue, which impacts on the Vesting Condition), provided that the interests of the relevant Participant are not, in the opinion of the Board, materially prejudiced or advantaged relative to the position reasonably anticipated at the time of the grant. |
15.2 | Restrictions on amendments |
Without the consent of the Participant, the Board may not exercise its powers under rule 15.1(a) in a manner which reduces the rights of the Participant in respect of any Incentive Security or Share already granted under these Rules other than an amendment introduced primarily:
(a) | for the purpose of complying with or addressing present or future laws or regulatory developments that apply to one or more of the following: |
(1) | the remuneration and benefits of Participants (collectively or individually); |
(2) | awards of Incentive Securities; and |
(3) | these Rules or incentive plans generally; |
(b) | to correct any manifest error or mistake; or |
(c) | to take into consideration possible adverse tax implications arising from, amongst others, adverse rulings, changes to tax legislation and/or changes in the interpretation of tax legislation by a court of competent jurisdiction. |
15.3 | Notice of amendment |
As soon as reasonably practicable after making any amendment under rule 15.1, the Board will give notice in writing of that amendment to any Participant affected by the amendment.
16 | Participants based overseas |
16.1 | Overseas transfers |
If a Participant is transferred to work in another country and the Participant continues to hold an office or employment with the Group, the Board may decide that:
(a) | some or all of the Participant’s Restricted Shares or Units will Vest; |
(b) | some or all of the Participant’s Options or Rights will Vest and, if applicable, become exercisable; |
(c) | some or all of the Participant’s Options or Rights will be settled in cash in lieu of Shares; |
(d) | some or all of the Participant’s unvested Incentive Securities will be forfeited and replaced with cash or an entitlement to a future cash amount; or |
(e) | any other treatment that the Board determines will apply in relation to some or all of a Participant’s Incentive Securities, |
with the balance (if any) continuing to be held on the original terms.
16.2 | Non-Australian residents |
The Board may adopt additional rules that will apply to a grant made to an Eligible Employee who is a resident in, or otherwise subject to taxation of, a jurisdiction other than Australia. The remaining provisions of these Rules will apply subject to whatever alterations or additions the Board may determine having regard to any securities, exchange control, taxation or other laws and/or regulations or any other matter that the Board considers directly or indirectly relevant. To the extent of any inconsistency, any additional rules adopted by the Board under this rule will prevail over any other provision of these Rules.
17 | Misleading statements and omissions where monetary consideration is provided by Participants |
The provisions of this rule 17 apply only where an Offer is received in Australia and the Participant pays or provides monetary consideration (as the term is defined in the Corporations Act) under the terms of the Offer.
17.1 | Additional disclosure |
(a) | The terms of the offer, comprising these Rules, the Offer made under Rule 1.1 and any supporting information, (collectively in this rule 17, the Offer Documents), must comply with any applicable disclosure obligations under Division 1A of Part 7.12 of the Corporations Act, as amended from time to time. |
(b) | In addition to obligations on the Company, these provisions include certain obligations on: |
(1) | each Director; |
(2) | each person named, with their consent, in the Offer Documents as a proposed Director; |
(3) | in the case of a misleading or deceptive statement or omission — a person named, with their consent, in the Offer Documents as having made the misleading or deceptive statement, or a statement on which the misleading or deceptive statement is based, |
(each in this rule 17, a Relevant Person)
17.2 | Misleading Statements and Omissions |
(a) | The Offer Documents must not include a misleading or deceptive statement and must not omit any information that would result in the Offer Documents being misleading or deceptive. |
(b) | The Company must provide the Participant with an updated Offer Document as soon as practicable after becoming aware during the application period stated in the Offer Document (Application Period) that an Offer Document provided to a Participant has become out of date, or is otherwise not correct, in a material respect. |
(c) | A Relevant Person must notify the Company in writing as soon as practicable if, during the Application Period, the Relevant Person becomes aware that: |
(1) | a material statement in the Offer Documents is misleading or deceptive; |
(2) | information was omitted from any of the Offer Documents that has resulted in one or more of the Offer Documents being misleading or deceptive; or |
(3) | a new circumstance has arisen during the Application Period which means the Offer Document is out of date, or otherwise not correct, in a material respect. |
17.3 | Liability |
Subject to rule 17.4, the Company and the Directors acknowledge that a Participant who suffers loss or damage because of a contravention of rule 17.2, may recover the amount of the loss or damage from:
(a) | the Company; |
(b) | each Director; |
(c) | each person named in the Offer Documents, with their consent, as a proposed Director; |
(d) | in the case of a misleading or deceptive statement or omission — a person named, with their consent, in the Offer Documents as having made the misleading or deceptive statement, or a statement on which the misleading or deceptive statement is based; and |
(e) | in the case of a failure by a Relevant Person to notify the Company of a misleading or deceptive statement, omission or new circumstance — the Relevant Person. |
17.4 | Limitation of Liability |
The Company or a Relevant Person is not liable for any loss or damage suffered by a Participant because of a contravention of rule 17.2 (and the equivalent provision in the Corporations Act), if:
(a) | the Company or the Relevant Person made all inquiries (if any) that were reasonable in the circumstances and, after doing so, believed on reasonable grounds that the statement was not misleading or deceptive; |
(b) | the Company or the Relevant Person did not know that the statement was misleading or deceptive; |
(c) | the Company placed reasonable reliance on information given to the Company by someone other than a Director, employee or agent of the Company, or the Relevant Person placed reasonable reliance on information given to the Relevant Person by someone other than an employee or agent of the Relevant Person; |
(d) | the Relevant Person referred to in rules 17.3(c) and 17.3(d) proves that they publicly withdrew their consent to being named in the Offer Documents in that way; or |
(e) | the contravention arose because of a new circumstance that arose since the Offer Document was prepared and the Company or the Relevant Person proves that they were not aware of the matter. |
18 | Miscellaneous |
18.1 | Shares issued under these Rules |
(a) | Any Shares issued under these Rules will rank equally in all respects with other Shares for the time being on issue by the Company (for example, having rights with respect to voting, dividends and other distributions, and in the event of a winding up of the Company), except |
(1) | in relation to any rights attaching to such Shares by reference to a record date prior to the date of their issue; or |
(2) | as provided for in accordance with rule 13.1. |
(b) | If the Company is listed, the Company will apply for quotation of Shares issued under these Rules within the period required by the Listing Rules. |
18.2 | Rights and obligations of Participants |
(a) | An Eligible Employee shall have no right to receive an Offer under these Rules. |
(b) | Unless the subject of an express provision in an employment contract, the rights and obligations of any Participant under the terms of their office, employment or contract with the Group are not affected by their participation in an Offer. |
(c) | Participation in an Offer does not confer on any Participant any right to future employment and does not affect any rights which any member of the Group may have to terminate the employment of any Participant. |
(d) | These Rules will not form part of and are not incorporated into any contract of any Participant (whether or not they are an employee of the Group) including, for the avoidance of doubt, any contract of employment between the Participant and any past or present Group company. |
(e) | The grant of Incentive Securities on a particular basis in any year does not create any right or expectation of the grant of Incentive Securities on the same basis, or at all, in any future year. |
(f) | Subject to Rule 17.3, no Participant has any right to compensation for any loss in relation to an Offer, including: |
(1) | any loss or reduction of any rights or expectations under an Offer in any circumstances or for any reason (including lawful or unlawful termination of employment or the employment relationship); |
(2) | any exercise of discretion or a decision taken in relation to a grant of Incentive Securities or in relation to these Rules, or any failure to exercise discretion under these Rules; |
(3) | the operation, suspension, termination or amendment of these Rules or any incentive plan; or |
(4) | lapse or forfeiture (as applicable) of any Incentive Securities. |
(g) | The Participant irrevocably appoints each company secretary of the Company (or any other officer of the Company authorised by the Board for this purpose) as their attorney to do anything necessary to: |
(1) | allocate Shares to the Participant in accordance with these Rules; |
(2) | effect a forfeiture of Shares in accordance with these Rules (including rule 9 or the terms of an Offer); and |
(3) | execute transfers of Shares in accordance with these Rules, |
and the Participant acknowledges that this irrevocable attorney is deemed to be given for valuable consideration.
(h) | The invalidity or non-enforceability of any provision or Rule of the Plan shall not affect the validity or enforceability of the remaining provisions and Rules of the Plan which shall continue in full force and effect. |
(i) | Notwithstanding any provisions of these Rules, if required by the Company the transfer of Shares on vesting shall be conditional on the Participant entering into (and may be delayed until the Participant has entered into), such documentation as is reasonably required to facilitate the holding of legal title to Shares on behalf of the Participant by any nominee (including a custodian), which may include any documentation in respect of “know-your-client” processes or Automatic Exchange of Information (AEOI) reporting (or similar). |
18.3 | Power of the Board to administer these Rules |
(a) | These Rules are administered by the Board which has power to: |
(1) | determine procedures for administration of these Rules, including to implement an employee share trust for the purposes of delivering and holding Shares on behalf of Participants upon the grant of Restricted Shares or the Vesting (and, if applicable, exercise) of Rights or exercise of Options; and |
(2) | delegate to any one or more persons for such period and on such conditions as it may determine the exercise of any of its powers or discretion arising under these Rules. |
(b) | Without limiting rule 18.3(a), the Board has delegated authority to the following persons to exercise powers vested in the Board under these Rules as follows: |
(1) | for an award made to a Participant other than the Company’s Chief Executive Officer and the Senior Executives, authority is delegated to the Company’s Chief Executive Officer; and |
(2) | for an award made to the Senior Executives, authority is delegated to the Human Resources & Compensation Committee. |
(c) | Except as otherwise expressly provided in these Rules, the Board has unfettered discretion to act or refrain from acting under or in connection with these Rules and in the exercise of any power or discretion under these Rules. |
18.4 | Waiver of terms and conditions |
Notwithstanding any other provision of these Rules, the Board may at any time waive in whole or in part any terms or conditions (including any Vesting Condition) in relation to any Incentive Securities or Shares granted to a Participant.
18.5 | Application of constitution of the Company, Corporations Act, and Listing Rules |
(a) | These Rules and Offers under these Rules must be operated in accordance with the constitution of the Company, the Corporations Act, the Listing Rules and other applicable laws and regulations (Australian or foreign). |
(b) | Notwithstanding any other provision of these Rules, Incentive Securities and Shares will not be allocated, issued, acquired, transferred or otherwise dealt with under these Rules, and no other benefit will be deliverable under these Rules, if to do so would: |
(1) | contravene the constitution of the Company, the Corporations Act, the Listing Rules, or any other applicable laws (including any applicable foreign law); |
(2) | give rise to unreasonable cost or regulatory requirements for the Company or any Group company; or |
(3) | require the Company or any Group company to pay, provide, or procure the payment or provision of, any money or benefits to the Participant which would require shareholder approval under Part 2D.2, Division 2 of the Corporations Act. |
(c) | For the avoidance of doubt, the Company has no obligation to seek shareholder approval to deliver any benefit under these Rules that cannot be delivered without shareholder approval. |
18.6 | Error in Allocation |
(a) | If any Incentive Security is provided under these Rules in error or by mistake to a person (Mistaken Recipient) who is not the intended recipient, the Mistaken Recipient will have no right or interest, and will be taken never to have had any right or interest in, that Incentive Security and the Incentive Security will immediately lapse or be forfeited (as applicable). |
(b) | If any Incentive Securities provided under these Rules are allocated in error or by mistake in excess of the number of Incentive Securities (if any) that should have been provided (Mistaken Excess Securities) to a person (Excess Recipient), the Mistaken Excess Recipient will have no right or interest in the Excess Securities and the Excess Securities will immediately lapse or be forfeited (as applicable). |
(c) | If any cash payment is paid under these Rules in error or by mistake to a person who is not the intended recipient (Mistaken Cash Recipient), the Mistaken Cash Recipient will have no right to retain that cash payment and the Company may take whatever steps it deems reasonably necessary to seek repayment of that cash payment as a debt. |
18.7 | Dispute or disagreement |
In the event of any dispute, disagreement or uncertainty as to the interpretation of these Rules, or as to any question or right arising from or related to these Rules or to any Incentive Securities or Shares granted under it, the decision of the Board is final and binding.
18.8 | Communication |
Any notice or other communication provided to a Participant under or in connection with these Rules may be given by personal delivery, or by sending it, by post or email to the Participant, or by posting it on the Company’s intranet.
18.9 | Data protection |
(a) | Subject to any applicable laws, by participating in an Offer, the Participant consents to the holding and processing of personal data (including all processing activities contemplated in these Rules and the Offer) of the Participant to the Group, a plan administrator or the Trustee, for all purposes with regard to the operation of these Rules. These include, but are not limited to: |
(1) | administering and maintaining Participant records; |
(2) | providing information to the Trustee, registrars, brokers, printers or third party plan administrators, any of their subcontractors or any other third party; |
(3) | providing information to any regulatory authority (including the Australian Tax Office) where required under law; |
(4) | providing information to future purchasers of a Group company or the business in which the Participant works; and |
(5) | conducting any investigations or audits for the purpose of ensuring compliance with applicable Group policies or any applicable laws. |
(b) | Without limiting the terms of an Offer, by participating in an Offer and allowing the Company to grant Incentive Securities under these Rules, the Participant: |
(1) | acknowledges that the Group, the plan administrator and/or the Trustee may be required or authorised to collect the personal data under laws including the Tax Act, the Taxation Administration Act 1953 (Cth) and the Corporations Act, and that limited details about shareholders are available to members of the public on request; |
(2) | confirms they have reviewed and consent to the terms of the Privacy Policy, and acknowledges that the Privacy Policy applies to the Group’s handling of their personal data, and contains further details about the countries to which personal data may be disclosed, requesting access to and updating of personal data and how to raise queries and concerns; and |
(3) | agrees that if their personal data is disclosed to a third party in a country outside Australia, the Group will not be accountable under Australian privacy law for the conduct of the recipient in relation to that personal data, and the Participant may not be able to seek redress under Australian privacy law. |
(c) | Without limiting rules 18.9(a) or 18.9(b), by allowing the Company to grant Incentive Securities under these Rules, the Participant agrees, subject to rule 18.9(d): |
(1) | the tax file number (TFN) they have provided to the Group as an employee of the Group (where applicable) being provided to any plan administrator, as agent for the Company and also as administrator of these Rules; and |
(2) | their TFN (where applicable) being provided to the Australian Taxation Office and any other regulatory authorities as permitted under law. |
(d) | Rule 18.9(c) is voluntary and the Participant may notify the Company if they wish to withdraw agreement to that rule at any time. Participants who withdraw agreement from rule 18.9(c) may be subject to withholding tax deductions under the Taxation Administration Act 1953 (Cth). |
18.10 | Tax |
Unless otherwise required by law, no Group company is responsible for any Tax which may become payable by a Participant as a consequence of or in connection with the grant of any Incentive Securities, the allocation of any Shares or any Dealing with any Incentive Securities or any Shares.
18.11 | Laws governing these Rules |
These Rules, and any Incentive Securities granted and Shares allocated under them, are governed by the laws of Western Australia and the Commonwealth of Australia.
PART D
19 | Definition and Interpretation |
19.1 | Definitions |
Term |
Meaning |
|||
Acquiring Company | has the meaning given in rule 11.4(a) | |||
ASX | ASX Limited ACN 008 624 691 or the Australian Securities Exchange, as the context requires | |||
Board | the board of directors of the Company, any committee of the board or a person or body to which the board has delegated its powers under these Rules | |||
Change of Control Event | where there is a: | |||
(a) | Takeover Bid for Shares; or | |||
(b) | other transaction, event or state of affairs, | |||
that, in the Board’s opinion, is likely to result in, or should otherwise be treated as, a change in the Control of the Company | ||||
Code of Conduct | the Company’s code of conduct as amended from time to time |
|||
Company | Woodside Energy Group Ltd ABN 55 004 898 962 |
|||
Competitor | any business that competes with the Group or a Group company | |||
Control | has the meaning given in section 50AA of the Corporations Act | |||
Corporations Act | Corporations Act 2001 (Cth) | |||
Current Market Price | the arithmetic average of the daily volume weighted average market price (rounded to the nearest cent) of all Shares traded on the ASX during the previous five trading days, or any other calculation as determined by the Board |
Deal or Dealing | in relation to an Incentive Security or Share (as the case may be), any dealing, including but not limited to: | |||
(a) | a sale, transfer, assignment, encumbrance, option, swap, or any other alienation of all or any part of the rights attaching to the Incentive Security or Share; | |||
(b) | any attempt to do any of the actions set out in paragraph (a) above; and | |||
(c) | any hedging (including any dealing with a derivative instrument) intended to “lock in” a profit relating to an Incentive Security, and any other transactions in financial products that operate to limit the economic risk associated with holding an Incentive Security | |||
Director | a director of the Company | |||
Eligible Employee | an employee or Director of the Group or any other person who is declared by the Board to be eligible to receive a grant of Incentive Securities under these Rules | |||
Exercise Price | the amount payable to exercise an Option following Vesting, as set out in an Offer (as adjusted or amended in accordance with these Rules) | |||
Financial Misstatement Circumstance | material misstatement or omission in the financial statements of a Group company or any other circumstances or events which, in the opinion of the Board, may, or are likely to, affect the Group’s financial soundness or require re-statement of the Group’s financial statements, including, without limitation, as a result of misrepresentations, errors, omissions, or negligence | |||
Group | the Company and each Related Body Corporate of the Company | |||
Group company | a member of the Group or any other company or entity designated by the Board to be a Group company for the purposes of these Rules | |||
Incentive Security |
a Restricted Share, Right, Unit and/or Option (as the case may be) |
|||
Listing Rules | the official listing rules of the ASX and any other exchange on which the Company is listed as they apply to the Company from time to time | |||
Offer | an invitation to an Eligible Employee made by the Board under rule 1.1 to apply for, participate in, or receive (as applicable), a grant of Incentive Securities |
Option | an entitlement to receive a Share or, in certain circumstances, to a cash payment, subject to satisfaction of applicable conditions (including any Vesting Condition) and compliance with the applicable exercise procedure (including payment of any Exercise Price) | |||
Participant | a person who has been allocated an Incentive Security or Share under the terms of these Rules from time to time | |||
Post Cessation Covenant | In respect of a Participant means: | |||
(a) | a restriction or undertaking owed to the Group in connection with the Participant’s former employment with the Group; or | |||
(b) | any compromise or contractual arrangement in relation to the cessation of the Participant’s employment with the Group. | |||
Privacy Policy | The Group’s privacy policy, as amended from time to time, which can be found on the Group’s website at woodside.com/privacy, as applicable from time to time | |||
Related Body Corporate | has the meaning given in section 50 of the Corporations Act | |||
Restricted Share | a Share allocated in accordance with rule 4.1 that is subject to restrictions on Dealing, Vesting Conditions and/or other restrictions or conditions | |||
Right | an entitlement to receive a Share or, in certain circumstances, to a cash payment, subject to satisfaction of applicable conditions (including any Vesting Condition) and where exercisable, compliance with any applicable exercise procedure | |||
Rules | the terms and conditions set out in this document as amended from time to time | |||
Securities Dealing Policy | the Group’s policy for trading in securities (as amended or replaced from time to time) or such other Company or Group policy in relation to trading or Dealing in Shares as applicable from time to time | |||
Senior Executives | the members of Woodside’s Executive Leadership Team, other than the Chief Executive Officer. | |||
Share | a fully paid ordinary share in the capital of the Company. A reference to a Share includes a reference to a Restricted Share |
subsidiary | has the meaning given in section 46 of the Corporations Act | |||
Takeover Bid | has the meaning given in section 9 of the Corporations Act | |||
Tax | includes any tax, levy, impost, goods and services tax, deduction, charge, rate, contribution, duty or withholding which is assessed (or deemed to be assessed), levied, imposed or made by any government or any governmental, semi-governmental or judicial entity or authority together with any interest, penalty, fine, charge, fee or other amount assessed (or deemed to be assessed), levied, imposed or made on or in respect of any or all of the foregoing | |||
Tax Act | the Income Tax Assessment Act 1997 (Cth) | |||
Trust Deed | in relation to an Offer, any trust deed or custodian deed nominated by the Company as the Trust Deed for the purposes of the Offer, as amended from time to time | |||
Trustee | the trustee under the Trust Deed and/or the custodian under the custodian deed (as applicable) | |||
Unit | means an entitlement to a cash payment, subject to satisfaction of applicable conditions (including any Vesting Condition) | |||
Vest or Vesting | the process by which the holder of an Incentive Security becomes entitled to: | |||
1 | in the case of a Right, exercise the Right (if applicable) or be allocated a Share (or equivalent cash payment) in accordance with rules 2.2 and 2.3; | |||
2 | in the case of an Option, exercise the Option in accordance with rules 3.2 and 3.3; | |||
3 | in the case of a Restricted Share, have all restrictions on disposing of or otherwise Dealing with the Restricted Share cease in accordance with rule 4.4 (other than any additional restrictions imposed by the Board under rule 6(d)); and | |||
4 | in the case of a Unit, be paid a cash payment in accordance with rules 5.2 and 5.3 | |||
Vesting Condition | performance, service or other conditions that must be satisfied or circumstances which must exist before an Incentive Security Vests under these Rules | |||
Vesting Period | the prescribed period for satisfaction of a Vesting Condition, advised to a Participant by the Board under rule 1.2. |
19.2 | Interpretation |
The following rules apply unless a contrary intention appears:
(a) | headings are for convenience only and do not affect the interpretation of these Rules unless the context requires otherwise; |
(b) | any reference in these Rules to any statute or statutory instrument includes a reference to that statute or statutory instrument as amended, consolidated, re-enacted or replaced from time to time; |
(c) | a reference to any agreement or document includes a reference to that agreement or document as amended, novated, supplemented or amended from time to time; |
(d) | any words denoting the singular include the plural and words denoting the plural include the singular; |
(e) | where any word or phrase is given a definite meaning in these Rules, any part of speech or other grammatical form of that word or phrase has a corresponding meaning; |
(f) | the word “includes” in any form is not a word of limitation; and |
(g) | any determination, decision or exercise of power, by the Board will be at its absolute discretion. |
Woodside Energy Group Ltd
Supplement to the Equity Award Rules for UK Participants
This supplement contains certain rules and definitions that apply to any Participant resident in the United Kingdom. The terms and conditions set out in this supplement apply to such UK Participants, and as provided below, certain terms and conditions of the Equity Award Rules (Rules) will not apply to such UK Participants. In the case of any conflict between the terms of the Rules and the terms of this supplement with respect to UK Participants, the terms of this supplement will prevail.
1 | Part C rule 6 of the Rules (Prohibited Dealings) |
Rule 6(a) is amended to read: “Any Dealing in respect of an Incentive Security prior to Vesting is prohibited. For the avoidance of doubt, this rule 6(a) does not restrict the transmission of an Incentive Security to the Participant’s personal representatives following their death.” |
2 | Part C rule 18.2 of the Rules (Rights and Obligations of Participants) |
New rules 18.2(j) and 18.2(k) are added to rule 18.2 as follows: |
(j) | Benefits under the Rules do not form part of a Participant’s remuneration for any purpose and are not pensionable. |
(k) | By participating in the Plan, the Participant waives all and any rights to compensation or damages in consequence of the termination of his office or employment with any past or present Group company for any reason whatsoever, whether lawfully or otherwise, insofar as those rights arise or may arise from his ceasing to have rights under the Rules (including ceasing to be entitled to exercise any Option) as a result of such termination, or from the loss or diminution in value of such rights or entitlements, including by reason of the operation of the Rules, any determination by the Board pursuant to a discretion contained in the Rules or the provisions of any statute or law relating to taxation. |
3 | Part C rule 18.9 of the Rules (Data Protection) |
The drafting of rule 18.9 is deleted in its entirety and replaced with the following: |
(a) | The legal grounds for the processing of the personal data of any Participant whose personal data is subject to UK GDPR or the UK Data Protection Act 2018 will (depending on the nature and purpose of any specific instance of processing) be one of: |
(1) | such processing being necessary for the purposes of the legitimate interests of the Company and each other Group company in incentivising their officers and employees and operating these Rules; |
(2) | such processing being necessary for the purposes of any relevant data controller in respect of such personal data complying with its legal obligations; and |
(3) | such processing being necessary for the performance of the contractual obligations arising under these Rules. |
(b) | The collection and processing of such personal data for such purposes is a contractual requirement of participation in these Rules. Details in relation to the processing of such personal data referred to in this rule 18.9, and of the Participant’s rights in connection with such processing, are available in the Global Employee Privacy Notice (or any similar provisions of any employee privacy policy or employee handbook) operated from time to time by any Group company in respect of such Participant, and any such Participant may obtain such notice or policy from their employing company. |
(c) | The personal data to be processed as referred to in this rule 18.9 may be disclosed or transferred to, and/or processed by: (i) any professional advisors of any Group Company, any revenue, regulatory or governmental authorities, (ii) a trustee of a Trust; any registrars, brokers, other third party administrators (or similar) appointed in connection with any employee share or incentive plans operated by any Group Company, or any person appointed (whether by the Participant or any Group Company) to act as nominee on behalf of (or provide a similar service to) the Participant; (iii) subject to appropriate confidentiality undertakings, any prospective purchasers of, and/or any person who obtains Control of or acquires, the Company or the whole or part of the business of the Group; or (iv) any Group Company and officers, employees or agents of such Group Company. |
(d) | In this rule 18.9, “personal data” and “data controller” each have the meaning given in UK GDPR. |
4 | Part C rule 16 of the Rules (Tax elections) |
New rule 16.3 is added to rule 16 as follows: |
16.3 Non-Australian taxpayers |
The Board may require, as a term of grant or Vesting, that the Participant enter into with the Company (or any Group company) any tax election as may be required in respect of the Incentive Securities or Shares to be allocated under these Rules. |
5 | Part D rule 19.1 of the Rules (Definitions) |
The definition of Eligible Employee in rule 19.1 is amended to read: “an employee of the Group (including a Director employed in an executive capacity).” |
Woodside Energy Group Ltd
Supplement to Equity Award Rules For United States Participants
1. | General. This supplement (“Supplement”) to the Equity Award Rules, as such rules may be amended from time to time (the “Rules”), shall apply to Eligible Employees who are, in respect of Incentive Securities, treated as a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”). In the event of any inconsistency between the Rules and this Supplement, the terms and conditions of this Supplement shall control and govern Incentive Securities granted to such Eligible Employees (the “U.S. Participants”); provided, however, in the case of a U.S. Participant who is also subject to Tax under Australian law in respect of Incentive Securities granted under the Rules, if the applicable provisions of Section 409A of the Code, including the guidance and regulations promulgated thereunder (“Section 409A”), are contrary to the provisions of the applicable tax laws of Australia, the more restrictive body of law shall control. A U.S. Participant who is granted an Incentive Security that may be settled in Shares may include only an Eligible Employee who is an “employee” of the Company or any of its parents or subsidiaries within the meaning of General Instruction A.1(a) to Form S-8 promulgated by the U.S. Securities and Exchange Commission (the “SEC”), or there is otherwise an exemption available from applicable registration requirements under United States law with respect to the issuance of such Incentive Security to such individual. Capitalized terms not defined in this Supplement shall have the meaning given to such terms in the Rules, the terms and conditions of which are herein incorporated by reference. |
2. | Share. A Share shall mean a fully paid ordinary share in the capital of the Company or an American Depositary Share, representing a fully paid ordinary share in the capital of the Company, listed on the New York Stock Exchange and all references to a Share include a Restricted Share. |
3. | Entitlement to Shares. The vesting or settlement of an Incentive Security held by a U.S. Participant will be satisfied by the allocation of a Share unless the Board determines otherwise pursuant to clause 2.4 or clause 3.4 of the Rules, or as contemplated by clause 5.3 of the Rules. |
4. | Lapse of Rights. References to “15 years” in clauses 2.5 and 3.5 of the Rules shall be “10 years” for U.S. Participants. |
5. | Option and Right Vesting, Exercise and Exercise Price. |
(a) | Any extension of a Right or Option pursuant to clauses 2.2 and 3.2 of the Rules shall not extend beyond the term of such Right or Option, to the extent required to comply with Section 409A. |
(b) | The exercise price for any Option or any Right shall not be below fair market value of a Share, to the extent required under Section 409A. |
(c) | If an exercisable Right is not exercised (or otherwise surrendered by a U.S. Participant) by the end of the exercise period or expiry date specified in the terms of an Offer, the Right will be automatically exercised on that date except as otherwise provided in the Offer. |
6. | No Dividends Payable on Options or Rights. No dividends shall be payable in respect of Options or Rights. |
7. | Custodian. A U.S. Participant may, at the discretion of the Company be permitted to have physical possession of the Restricted Shares granted prior to the time that such Restricted Shares become vested; alternatively, physical possession may be retained by a nominee or custodian selected by the Company until such time as the Restricted Shares become vested. |
8. | The Trust Deed. Notwithstanding any provision in the Rules to the contrary and except as would not violate Section 409A, (i) no Shares, cash or other property shall at any time be funded or set aside (directly or indirectly) in the Trust Deed or any other trust or similar arrangement with respect to any Rights or Shares granted, allocated, issuable or issued to a U.S. Participant, (ii) shares issued in satisfaction of Incentive Securities granted to a U.S. Participant shall be transferred by the Company to such U.S. Participant, and such Shares shall not be subject to the Trust Deed and (iii) references in the Rules to the Trust Deed and Trustee shall be disregarded for purposes of U.S. Participants. |
9. | Governing Tax Law. Incentive Securities granted to U.S. Participants generally shall be subject to the requirements of the Code. |
10. | Termination of Employment. The employment of a U.S. Participant shall be considered terminated for purposes of the Rules on the date such U.S. Participant incurs a “separation from service” with Woodside within the meaning of Section 409A, to the extent required in order to comply with Section 409A. |
11. | Section 409A. |
(a) | It is the general intention, but not the obligation of Woodside or any of its officers or directors, that Incentive Securities offered under the Rules to U.S. Participants comply with or be exempt from the limitations and requirements of Section 409A, and such Incentive Securities will be administered and construed accordingly. The Board may adopt such additional rules or provide for terms in an Offer that are inconsistent with or contrary to the requirements of the Rules or this Supplement in providing Incentive Securities awarded to U.S. Participants that comply with or are exempt from the limitations and requirements of Section 409A. Neither this clause 12 nor any other provision of the Rules or this Supplement is or contains a representation to any U.S. Participant regarding the tax consequences of the grant, vesting, exercise, settlement, or sale of any Incentive Security (or the Shares underlying a Right) granted under the Rules, and should not be interpreted as such. In no event shall Woodside be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by a U.S. Participant on account of non-compliance with Section 409A. The applicable provisions of Section 409A shall control over the Rules in conflict therewith; provided, however, in the case of a U.S. Participant who is also subject to Tax under Australian law in respect of Incentive Securities granted under the Rules, if the applicable provisions of Section 409A are contrary to the provisions of the applicable tax laws of Australia, the more restrictive body of law shall control. Notwithstanding any provision of the Rules, this Supplement or any Offer to the contrary, in the event that following the Effective Date the Board determines that the related Offer may be subject to Section 409A, the Board may adopt such amendments to the Rules, this Supplement or the applicable Offer, adopt other policies and procedures (including amendments, policies, and procedures with retroactive effect), or take any other actions, that the Board determines are necessary or appropriate to (i) exempt the Offer from Section 409A and/or preserve the intended tax treatment of the benefits provided with respect to the Offer, or (ii) comply with the requirements of Section 409A. |
(b) | To the extent that an Offer and the related Incentive Securities granted to a U.S. Participant are subject to and not exempt from the limitations and requirements of Section 409A (whether by reason of such U.S. Participant being eligible for vesting in Rights due to attainment of retirement eligibility under the Rules, such Offer or related documentation or some other reason), then the following shall apply to the extent required to comply with Section 409A: |
(i) | an event shall constitute a Change of Control Event under clause 9 of the Rules only if such event also constitutes a “change in control event” within the meaning of the regulations under Section 409A; and |
2
(ii) | in the event such U.S. Participant is a “specified employee” (as defined under Section 409A) and becomes entitled to a payment on account of a grant of Incentive Securities (whether in Shares or cash) that would be subject to additional taxes and interest under Section 409A if such U.S. Participant’s receipt of such payment is not delayed until the earlier of (A) the date of such U.S. Participant’s death or (B) the date that is six (6) months after such U.S. Participant’s “separation from service,” as defined under Section 409A (such earlier date, the “Section 409A Payment Date”), then such payment shall not be provided to such U.S. Participant until the Section 409A Payment Date. |
Any amounts subject to subclause (ii) of the preceding sentence that would otherwise be payable prior to the Section 409A Payment Date will be aggregated and paid in a lump sum without interest on the Section 409A Payment Date. |
(c) | In the case of a Participant who is a US taxpayer, the Board will not exercise any power or discretion under the Rules or this Supplement in a manner that would cause a payment or transfer of Shares to occur later than 15 March following the taxable year in which Vesting occurs, unless such payment or transfer otherwise complies with Section 409A, as set forth in the relevant conditions advised to the Participant. |
(d) | For purposes of Section 409A, each payment made in connection with any Incentive Securities, the Rules or this Supplement will be treated as a separate payment. In no event may a U.S. Participant, directly or indirectly, designate the calendar year of payment. |
12. | Conformity to Applicable Law. The Rules, this Supplement and each Offer to a U.S. Participant are intended to conform to the extent necessary with all applicable laws, including, without limitation, the provisions of the U.S. Securities Act of 1933, as amended, and the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations and rules promulgated thereunder by the SEC, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Rules shall be administered, and the Incentive Securities are granted, with respect to U.S. Participants only in such a manner as to conform to applicable law. To the extent permitted by applicable law, the Rules, this Supplement and each Offer to a U.S. Participant shall be deemed amended to the extent necessary to conform to applicable law. Any U.S. Participant to whom an Offer is made will make such representations and agreements and furnish such information as the Company may, in its discretion, deem necessary or desirable to effect or assure compliance by the Company on terms acceptable to the Company with all applicable laws, including, without limitation, the provisions of the Securities Act, the Exchange Act and ”), and any and all regulations and rules promulgated thereunder by the SEC, and state securities laws and regulations. The Company may, in its discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without limitation, placing legends on security certificates and issuing stop-transfer notices to agents and registrars. |
13. | Status under ERISA. The arrangement governed by the Rules shall not constitute an “employee benefit plan” for purposes of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended. |
3
Supplement to the
Woodside Equity Award Rules
Mexican Participants
Acuerdo Complementario de las Reglas de los Derechos de Participación de Woodside aplicable para participantes Mexicanos | Supplement to the Woodside Equity Award Rules for Mexican participants | |||||||
1. | Generalidades. El presente documento deberá ser considerado como el acuerdo complementario (el “Acuerdo”) a las Reglas de Derechos de Participación de Woodside, (las “Reglas”) mismas que podrán ser modificadas de tiempo en tiempo por la Empresa a su entera discreción. El presente Acuerdo será aplicable a los Empleados Elegibles que se encuentren contratados por una subsidiaria mexicana de la Empresa (los “Participantes Mexicanos”) o bien, a participantes en asignación internacional que son asignados a una subsidiaria mexicana de Woodside Energy Group Ltd, quienes tendrán una relación de trabajo única y exclusivamente con entidades extranjeras de Woodside Energy Group Ltd (los “Empleados Asignados”). En caso de cualquier inconsistencia entre las Reglas y este Acuerdo, los términos y condiciones de este Acuerdo prevalecerán y regirán los derechos o valores otorgados a los Participantes Mexicanos. Los términos en mayúsculas que no se definen en este Acuerdo tendrán el significado que se les dé en las Reglas. El texto en idioma inglés es únicamente una referencia y la traducción puede ser inexacta, por lo que, en caso de controversia o mal entendido en la interpretación, validez o aplicación de alguna disposición, prevalecerá la interpretación textual del lenguaje en idioma español. | 1. | General. This supplement (the “Supplement”) to the Woodside Equity Award Rules, as such rules may be amended from time to time (the “Rules”), shall apply to Eligible Employees who are employed by a Mexican subsidiary of the Company (the “Mexican Participants”) or participants in international assignment who are seconded to a Mexican subsidiary of Woodside Energy Group Ltd, who will have an employment relationship solely with foreign entities of Woodside Energy Group Ltd (the “Seconded Employees”). In the event of any inconsistency between the Rules and this Supplement, the terms and conditions of this Supplement shall control and govern Incentive Security or Share granted to the Mexican Participants. Capitalized terms not defined in this Supplement shall have the meaning given to such terms in the Rules. The English text is for reference only and may be inaccurate in its translation, therefore in case of dispute or disagreement in the interpretation, validity or application of any provision set forth herein, the Spanish language shall prevail. | |||||
2. | Entidad Patrona Mexicana. Cualquier subsidiaria mexicana con el carácter de sociedad patrona de Participantes Mexicanos o la sociedad a la que fueron asignados los Empleados Asignados en México. | 2. | Mexican Employer Entity. A Mexican subsidiary of the Company acting as employer entity of Mexican Participants or as the entity to which the Seconded Employees are assigned |
January 2024 | 1 |
Supplement to the
Woodside Equity Award Rules
Mexican Participants
3. |
Relación entre las partes. El Participante Mexicano reconoce y acepta que cualquier beneficio (incluyendo si limitar derechos o valores (Incentive Security or Shares)) reconocido bajo las Reglas es otorgado como consecuencia de la relación laboral que existe exclusivamente entre la Entidad Patrona Mexicana y el Participante Mexicano por lo que, los beneficios que resulten bajo las Reglas no deberán ser interpretados como una consecuencia de la existencia de un vínculo o relación de trabajo alguna con otra entidad distinta a la Entidad Patrona Mexicana, siendo ésta la sociedad con quien el Participante Mexicano celebró su contrato individual de trabajo y a quién presta sus servicios personales y subordinados.
Asimismo, el Participante Mexicano reconoce y acepta que cualquier referencia a la existencia de una relación de trabajo en cualquier documentación relacionada con las Reglas, se deberá considerar exclusivamente como la relación de trabajo existente entre la Entidad Patrona Mexicana y el Participante Mexicano o, para el caso de los Empleados Asignados, la relación laboral existente entre el Empleado Asignado y la entidad extranjera de Woodside Energy Group Ltd. |
3. |
Relationship between the parties. The Mexican Participant acknowledges and accepts that any benefit (including, but not limited to, Incentive Security or Shares) granted under the Rules is being provided as a consequence of the employment relationship which exists exclusively between the Mexican Employer Entity and the Mexican Participant. Therefore, the granting of any benefit under the Rules shall not be deemed to be a consequence of the existence of an employment relationship with any entity other than the Mexican Employer Entity with which the Mexican Participant entered into his or her employment agreement and to which the Mexican Participant renders his or her personal and subordinate services.
Moreover, the Mexican Participant acknowledges and accepts that any reference to the existence of an employment relationship in any documentation related to the Rules shall be considered exclusively as the existing employment relationship between the Mexican Employer Entity and the Mexican Participant or, for the Seconded Employees, the existing employment relationship between the Seconded Employee and the foreign entity of Woodside Energy Group Ltd. |
|||||
4. | Naturaleza del Derecho de Participación. Cualquier derecho o valor (Incentive Security or Shares)) otorgado en términos las Reglas no deberá ser considerado como un derecho adquirido de los Empleados Elegibles en términos de la legislación laboral mexicana. Cualquier beneficio bajo las Reglas es incierto, discrecional y depende del cumplimiento de ciertas condiciones, por lo que la existencia de las Reglas no constituye un beneficio permanente o continuo en favor de los Participantes Mexicanos y/o el Empleado Asignado. | 4. | Non-Vested nature of Incentive Securities or Shares. An Incentive Security or Shares should not be considered a vested right as provided under the Mexican labor and employment laws. Any benefits under the Rules are uncertain, discretionary and depend on the satisfaction of certain conditions, and, thus, the existence of the Rules does not constitute a permanent or continuous benefit in favor of the Mexican Participant and the Seconded Employee. |
January 2024 | 2 |
Supplement to the
Woodside Equity Award Rules
Mexican Participants
5. |
Pena por demanda de exigibilidad en jurisdicción no aplicable. El Participante Mexicano y el Empleado Asignado reconoce y acepta que, en caso de cualquier controversia en relación con las Reglas, la jurisdicción aplicable para su resolución será la jurisdicción de Western Australia . | 5. |
Penalty for enforcement of non-applicable jurisdiction. The Mexican Participant and the Seconded Employee acknowledges and agrees that, in the event of any dispute regarding the Rules, the applicable jurisdiction for its resolution will be the jurisdiction of Western Australia . | |||||
En caso de que el Participante Mexicano o el Empleado Asignado presente una reclamación relacionada con los beneficios resultantes las Reglas en una jurisdicción distinta a la jurisdicción de Western Australia , (e.g., jurisdicción Mexicana), el Participante Mexicano o el Empleado Asignado deberá pagar todos los costos judiciales y honorarios legales en los que incurra la Entidad Patrona Mexicana y/o Woodside como resultado de dicha reclamación o demanda. En ese caso, el Participante Mexicano y el Empleado Asignado también estará obligado a compensar a la Entidad Patrona Mexicana y/o a Woodside por cualquier daño o pérdida de ganancias sufrida como resultado de una resolución de dicha demanda en una jurisdicción diferente a la seleccionada bajo las Reglas. | If a Mexican Participant or a Seconded Employee files a claim related to benefits resulting from the Rules in a jurisdiction other than Western Australia (e.g., Mexican jurisdiction), the Mexican Participant or the Seconded Employee shall pay for all judicial costs and legal fees incurred by the Mexican Employer Entity and/or Woodside as a result of such claim. Additionally, in such case, the Mexican Participant or the Seconded Employee will also be obligated to compensate the Mexican Employer Entity and/or Woodside for any damages or lost profits suffered as a result of a resolution of such claim in a jurisdiction that differs from the selected jurisdiction under the Rules. | |||||||
6. |
Impuestos. El Participante Mexicano reconoce que cualquier beneficio otorgado al amparo de las Reglas estará sujeto a las disposiciones fiscales aplicables, incluyendo el Capítulo I del Título IV de la Ley del Impuesto sobre la Renta. | 6. |
Taxes. The Mexican Participant acknowledges that any benefit granted under the Rules will be subject to the applicable tax provisions, including Chapter I of Title IV of the Mexican Income Tax Law. | |||||
En adición a lo anterior, el Empleado Asignado reconoce que cualquier beneficio otorgado bajo las Reglas puede estar sujeto a las disposiciones fiscales aplicables de la Ley del Impuesto sobre la Renta de México, en caso de que la estadía del Empleado Asignado en territorio mexicano exceda los 183 días, consecutivos o no, dentro de un período de doce meses. | Additionally, the Seconded Employee acknowledges that any benefit granted under the Rules may be subject to the applicable tax provisions of the Mexican Income Tax Law, in case the Seconded Employees stay in Mexican territory exceeds 183 days, consecutive or not, within a twelve-month period. | |||||||
7. | Protección de datos personales. El Participante Mexicano o el Empleado Asignado reconoce que Woodside será responsable del tratamiento de los datos personales que le proporcione al amparo del Plan, por lo que no resulta aplicable la normativa mexicana en materia de protección de datos. | 7. | Protection of personal data. The Mexican Participant or the Seconded Employee acknowledges that Woodside will be responsible for the treatment of the personal data provided under the Rules, therefore, the Mexican regulations on data protection are not applicable. |
January 2024 | 3 |
Exhibit 8.1
List of significant subsidiaries
Significant subsidiaries
The following table shows significant subsidiaries of Woodside Energy Group Ltd as of 31 December 2023.
Subsidiary |
Jurisdiction |
|
Woodside Energy Ltd |
Australia |
|
Woodside Finance Limited |
Australia |
|
Woodside Energy Julimar Pty Ltd |
Australia |
|
Woodside Burrup Pty Ltd |
Australia |
|
Burrup Facilities Company Pty Ltd |
Australia |
|
Woodside Energy Holdings (UK) Pty Ltd |
Australia |
|
Woodside Energy Trading Singapore Pte Ltd |
Singapore |
|
Woodside Energy Global Holdings Pty Ltd |
Australia |
|
Woodside Energy (North West Shelf) Pty Ltd |
Australia |
|
Woodside Energy Holdings LLC |
United States of America |
|
Woodside Energy USA Operations Inc. |
United States of America |
|
Woodside Energy Resources Inc. |
United States of America |
|
Woodside Energy Holdings (Resources) Inc. |
United States of America |
|
Woodside Energy (Deepwater) Inc. |
United States of America |
Exhibit 11.1
Code of Conduct
Contents
INTRODUCTION |
4 | |||
COMPLIANCE |
4 | |||
Who must comply with Woodside’s Code of Conduct? |
4 | |||
Training |
4 | |||
Breaches of the Code of Conduct |
5 | |||
Reporting Breaches of the Code of Conduct |
5 | |||
Monitoring Compliance |
6 | |||
MISSION, VISION AND VALUES |
6 | |||
Woodside’s Mission and Vision |
6 | |||
Our Focus |
6 | |||
Our Values |
7 | |||
CODE OF CONDUCT RULES |
7 | |||
OUR BUSINESS – MANAGING ACTIVITIES SUSTAINABLY |
7 | |||
Health and Safety |
8 | |||
Environment |
8 | |||
Quality |
8 | |||
OUR PEOPLE – WORK ENVIRONMENT AND PRACTICES |
8 | |||
Employment practices |
9 | |||
Travel |
9 | |||
Fitness for Work |
9 | |||
Privacy |
10 | |||
Duties as a director or officer |
10 | |||
OUR INFORMATION–RESPECTING AND PROTECTING CONFIDENTIAL AND PROPRIETARY INFORMATION |
11 | |||
Confidential information |
11 | |||
Proprietary information - use and protection of Woodside’s intellectual property |
11 | |||
Release of information to shareholders and the financial market |
12 | |||
Prohibition on insider trading |
12 | |||
Use of information systems |
13 | |||
Social media |
14 | |||
OUR ASSETS – USING AND PROTECTING OUR ASSETS AND MAINTAINING FINANCIAL INTEGRITY |
14 | |||
Use and protection of Woodside’s assets |
14 | |||
Use and protection of corporate opportunity |
15 |
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Accounting policies and procedures |
15 | |||
Risk management |
15 | |||
OUR PARTNERS–RESPECTING AND WORKING WITH OUR BUSINESS PARTNERS |
15 | |||
Conflicts of interest |
15 | |||
Combating bribery and corruption |
17 | |||
Dealing with local agents and representatives |
18 | |||
Dealing with our joint venture participants, contractors and suppliers |
19 | |||
THE GOVERNMENT |
19 | |||
Compliance with laws and regulations |
19 | |||
Obtaining legal advice |
20 | |||
Competition and anti-trust laws |
20 | |||
International Trade Laws and Export Compliance |
20 | |||
Dealing with regulators and government officials |
21 | |||
OUR COMMUNITIES |
22 | |||
Social investment |
22 | |||
First Nations initiatives |
22 | |||
Customer initiatives |
22 |
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MESSAGE FROM OUR CEO
At Woodside, our vision is to deliver affordable energy solutions and superior outcomes for stakeholders. As we prepare for an exciting new phase for our company, our success will more than ever depend not only on what we do, but on how we do it.
We are committed to doing what’s right and the Woodside Code of Conduct sets out the rules and behaviours that we are all expected to follow. It applies to directors, officers, employees, contractors filling staff positions and service providers, regardless of their role or location within Woodside.
Woodside’s Code of Conduct is underpinned by our values of one team, we care, innovate every day, results matter and build and maintain trust. It provides a practical guide to the standard of business conduct expected by Woodside. It makes clear our approach.
I encourage you all to take time to read the Code of Conduct and understand the expectations of you and the people you work with.
By fostering an environment that encourages ethical behaviour, we can ensure Woodside is a great place to work by building trust and empowering our people to do the right thing. It supports us becoming a more diverse and courageous company and sets the scene for our sustained success.
Thank you
Meg O’Neill
CEO and Managing Director
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INTRODUCTION
Woodside’s Code of Conduct is a key component of who we are, what we do and how we behave.
The Code of Conduct is underpinned by Woodside’s values. It sets out the principles, practices and standards of personal and corporate behaviour Woodside expects you to adopt in your daily business activities.
The Code of Conduct has been approved by the Board and is regularly reviewed and updated as required. It is supplemented by policies approved by the Board and standards, processes and procedures developed by management that provide practical guidance on the principles, practices and standards you are expected to follow. These include the Policies, Expectations, Procedures, Guidelines and Tools contained in the Woodside Management System.
COMPLIANCE
Who must comply with Woodside’s Code of Conduct?
Scope
The Code of Conduct applies at work and to work related events and out-of-hours activities that are connected to your employment or work with Woodside.
Personal responsibility
Everyone who works for Woodside, including directors, officers, executives, managers, supervisors, employees, contractors and service providers, wherever they are located, must comply with the Code of Conduct together with policies and any standards, processes and procedures which relate to their daily business activities.
In addition to complying with the Code of Conduct personally, personnel in supervisory roles:
• | Must take all reasonable steps to ensure that all employees, contractors, service providers, consultants, agents and partners under your supervision are aware of the Code of Conduct; and |
• | Must foster an environment which encourages ethical behaviour and compliance with the Code of Conduct. |
Expectations of others who work with us
Woodside expects other third parties that we deal with, including customers, community partners and joint venture partners, to have or adopt equivalent standards of personal and corporate behaviour.
Directors’ and officers’ responsibilities
Directors and officers must lead by example and are responsible for promoting and instilling Woodside’s Values across the organisation. Directors and officers must comply with the Code of Conduct and are required to certify their compliance with the Code of Conduct each year.
Training
Employees are required to complete Code of Conduct training at the commencement of employment, and are also required to complete refresher training and to certify their compliance with the Code of Conduct on an annual basis.
Service Provider Personnel (as defined in the Service Provider Personnel Guideline) must also complete Code of Conduct training at the commencement of providing services to Woodside, and all service providers with access to Woodside IT systems must complete Code of Conduct refresher training on an annual basis while continuing to provide services to Woodside.
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Records of training are maintained electronically and monitored by Woodside’s VP Ethics & Compliance or their delegate.
Breaches of the Code of Conduct
Woodside has zero tolerance for unethical behaviour. All allegations of breaches of the Code of Conduct will be assessed, investigated where appropriate, and disciplinary action will be taken where a breach has been established.
Disciplinary action will be taken if you:
• | directly breach the Code of Conduct (including by engaging in unlawful or inappropriate behaviours at work, at a work-related event or during out-of-hours activities that are connected to your employment); |
• | approve an action or condone the behaviour of another which breaches the Code of Conduct; or |
• | are aware of a material breach of the Code of Conduct by another and fail to report it. |
The nature of the disciplinary action will depend on the severity of the breach and may include reprimands, formal warnings, demotions or termination of your contract of employment, and/or reimbursing Woodside for any improper gains resulting from the breach.
Any breach of the Code of Conduct by an employee will be taken into account during the annual performance assessment process as a factor relevant to determining their individual and overall performance.
If you breach the Code of Conduct and your actions also breach any applicable laws or regulations, Woodside may refer the matter to the appropriate law enforcement agencies for consideration. Woodside will not pay any penalties imposed on you as a result of such breaches.
Reporting Breaches of the Code of Conduct
At Woodside, everyone should feel empowered and safe to “Speak Up” to raise concerns when they experience or witness unethical or inappropriate work behaviours, without fear of reprisal. Speaking up is a crucial way to help Woodside ensure a safe, open, inclusive and diverse workplace free from discrimination, harassment and other inappropriate behaviours.
Woodside is committed to protecting those who “Speak Up”, maintaining confidentiality in its complaints and investigations processes to the extent possible or as required by law, and in line with Woodside’s Whistleblower Policy. Woodside will not tolerate any form of retaliation, reprisal or detriment against any person where the reason for the retaliatory conduct relates to the suspicion that a person has reported, or will report, a suspected or actual breach of the Code of Conduct.
You should immediately report to Woodside any suspected or actual breach of the Code of Conduct, including any concerns about the actions of any Woodside officers, employees, contractors or service providers. There are a number of channels for “Speaking Up” or reporting concerns if you experience or witness unethical or inappropriate behaviours at Woodside, including via:
• | your Line Manager or 2-Up Manager; |
• | a member of Human Resources; |
• | a member of the Audit team; |
• | VP Ethics & Compliance or a member of the Ethics & Compliance team; |
• | General Counsel or another Woodside inhouse lawyer; |
• | Chief Executive Officer or another senior leader at Woodside; or |
• | Woodside’s external whistleblower hotline, EthicsPoint (woodside.ethicspoint.com). |
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Personnel in supervisory roles who are notified of a potential breach of the Code of Conduct should report the matter either to a Human Resources business partner or the Head of Ethics & Compliance Australia.
Woodside has a whistleblower service operated by an external party, EthicsPoint. Through EthicsPoint you have the option of submitting a confidential and anonymous report to Woodside (via online form or phone), provide information and respond to clarifying questions while remaining anonymous.
Reports under whistleblower laws can be made in accordance with Woodside’s Whistleblower Policy. This sets out how Woodside people can make protected reports under applicable whistleblower laws including in Australia, and the protections that may exist under those laws.
However you report, Woodside will take steps to ensure that your identity is protected to the extent reasonably possible or as required by law, including in line with Woodside’s Whistleblower Policy where applicable.
Any such retaliatory action may be an offence under applicable laws and any Woodside person who engages in such action will be subject to disciplinary action. In addition, any Woodside person who unlawfully or improperly discloses your identity or information from which you can be identified will be subject to disciplinary action.
Monitoring Compliance
Reports on the number and type of incidents identified together with details of the nature and results of any investigation conducted will be provided to the Audit & Risk Committee every six months.
MISSION, VISION AND VALUES
Woodside’s Mission and Vision
Deliver affordable energy solutions and superior outcomes for stakeholders.
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Our Values
One Team
We are inspired by our common purpose.
We challenge, respect and back each other.
We are inclusive, value diversity, and can be ourselves.
We Care
We keep each other safe.
We listen and respond with humility.
We respect the environment, operate responsibly, and care for our communities.
We adapt to the world’s expectations of us.
Innovate Everyday
We explore ideas, find creative solutions, and try new ways of doing things to provide the energy the world needs today and low cost, lower carbon energy for tomorrow.
Results Matter
We go after opportunities and show courage by taking the right risks and learning from our mistakes.
We spend and invest as if it’s our own money.
We are proud of our achievements.
Build and Maintain Trust
Trust takes time and effort and will not be taken for granted.
We nurture relationships and act with integrity – doing what we say and doing it well.
CODE OF CONDUCT RULES
OUR BUSINESS – MANAGING ACTIVITIES SUSTAINABLY
Woodside recognises that strong health, safety, environment and quality performance is essential to our success and continued growth. Our aim is to be recognised as an industry leader through managing our activities in a sustainable manner with respect to our workforce, our communities and the environment.
We focus on health and safety because we believe that everyone has the right to go home in the same condition that they started the day.
We are committed to managing our activities to reduce adverse effects on the environment, while balancing the economic and social needs of sustainable development.
We build quality into the way we work to achieve intended outcomes and manage the risks in our business.
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You must understand and comply with Woodside’s Health and Safety Policy, Environment and Biodiversity Policy and Quality Policy, and relevant laws and regulations of your specific job and apply responsible standards where laws do not exist.
Health and Safety
We believe that process and personal safety related incidents, and occupational illnesses are preventable.
We are transparent and open in our reporting of health and safety performance. We will set, measure and review our objectives and targets in order to drive continuous improvement.
We expect you to maintain a culture in which everybody is aware of their health and safety obligations and feels empowered to speak up and intervene on health and safety issues.
You will embed health and safety considerations in business planning and decision making. You will integrate health and safety requirements when designing, purchasing, constructing and modifying equipment and facilities.
Woodside’s expectations for health and safety management and performance are outlined in our Health and Safety Policy and Health, Safety and Environment Management Expectations, together with supporting processes and controls.
Environment
We recognise the intrinsic value of nature and the importance of protecting the environment in which we operate. This is necessary to support sustainable development, is one of our core values and is critical to maintaining our licence to operate. Our long-term business success depends on our ability to manage and minimise (and wherever possible eliminate) the potential impact of our activities.
We are committed to undertaking and managing our activities in an environmentally sustainable way, while balancing the economic and social needs of sustainable development.
Woodside’s expectations for environmental management and performance are outlined in our Environment and Biodiversity Policy together with supporting processes and controls.
Quality
Outstanding quality performance is essential to sustainably meeting business and stakeholder objectives and obligations.
We apply quality management principles to ensure that development and operational opportunities are realised to create value and that associated risks are controlled to protect value.
Responsibility for quality rests with all Woodside employees, contractors and joint venturers engaged in activities under Woodside operational control.
Our Quality Policy and Risk, Quality, Compliance and Governance Expectations define Woodside’s quality management principles and commitment to quality.
OUR PEOPLE – WORK ENVIRONMENT AND PRACTICES
We are committed to making Woodside a great place to work. We understand that the ability to deliver superior shareholder returns depends on our ability to attract and retain an engaged, diverse and high performing workforce.
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Employment practices
We recognise that a talented and diverse workforce is a key competitive advantage and strive to create an environment which is safe, rewarding and free from all forms of unlawful discrimination, harassment or inappropriate behaviour. We respect your right to freedom of association.
Our policy is to recruit and manage our employees on the basis of competence and performance regardless of factors including age, nationality, race, ethnicity, national origin, religious beliefs, sex, sexual orientation, intersex status, gender identity or expression, relationship status, disability, neurodiversity, cultural background, thinking styles, experience, family background, including caregiving commitments, and education.
You must follow the standards of behaviour outlined in Woodside’s Working Respectfully Policy which applies at work, during work-related events and out-of-hours activities that are connected to your employment or work at Woodside. Working respectfully includes treating everyone with dignity, courtesy and respect, and refraining from engaging in behaviours that are intimidating, offensive, degrading, harassing or threatening to an individual or group. Impacts and breaches of this policy may occur even if there is no intent to cause harm to others, but actions are found to be inappropriate.
In line with the Working Respectfully Policy and Woodside’s Discrimination, Bullying and Harassment Guideline, you are expected to:
• | treat every person in line with Woodside’s values; |
• | understand the behaviours that are important to Woodside and take action to prevent and stop discrimination, bullying and harassment, including sexual harassment; |
• | promote inclusion and diversity through your actions and interactions; |
• | speak up when you see any actions that you consider may be in breach of Woodside’s Code of Conduct or Working Respectfully Policy; and |
• | support inclusion and diversity in the recruitment, development and management of our people and in all of your interactions with others. |
Further details are set out in Woodside’s Working Respectfully Policy, Discrimination, Bullying and Harassment Guideline and Inclusion and Diversity Policy.
Travel
Travel for the purpose of conducting Woodside business is referred to as business travel, which includes attending training and conferences. You must ensure that business travel is undertaken in a way that supports business requirements, while being safe and cost effective.
You must plan and conduct all business travel in accordance with Woodside’s procedures, supporting processes and controls.
Fitness for Work
When fulfilling the duties of your role, we expect you to be fit for work. This means that you are in a state, both physically and psychologically, to perform tasks assigned to you competently and in a manner that does not compromise your own health and safety or that of others.
Your fitness for work may be impaired by a variety of factors including the use of alcohol or other drugs.
In a manner consistent with Woodside’s Medical and Health Surveillance Procedure, you must:
• | attend work and work-related events in a condition in which you are able to perform your duties without risk to yourself or others; |
• | behave responsibly with respect to the use of prescription drugs, alcohol and tobacco at work, when conducting Woodside business and at Woodside sponsored functions; |
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• | not purchase, serve or consume alcohol at any Woodside sponsored function if this would offend the customs, culture or religious beliefs of any local community in which such activity takes place; and |
• | not misuse prescription drugs and must not use, possess, distribute or sell illegal drugs at work, when conducting Woodside business or at Woodside sponsored functions. |
Alcohol is not, under any circumstance, permitted on any operational, construction, exploration, drilling or seismic site or on any marine vessel. Alcohol is only permitted in Woodside offices and at Woodside sponsored functions when approved in accordance with the Alcohol & Other Drug Procedure. Alcohol must be served and consumed in a responsible manner, and in accordance with any local laws, procedures and other requirements.
You may be subject to alcohol or drug testing which may involve the testing of your breath or urine. The primary aim of alcohol or drug testing is to ensure that individuals are fit to perform their role and to discourage abuse, offer help and provide access to confidential treatment.
Poor work performance caused by alcohol or drug use, or significant impairment that creates a safety risk, is regarded as serious misconduct, and you must report any such instances of misconduct that you become aware of.
You may not smoke in Woodside offices or on any operational, construction, exploration, drilling or seismic site or on any marine vessel (other than in designated smoking areas).
Further details are set out in Woodside’s Medical and Health Surveillance Procedure.
Privacy
Woodside collects, uses, discloses and stores personal information about individuals as part of its business operations, including our employees and contractors. We are committed to recognising and respecting privacy in the management of personal information. Further details are set out in Woodside’s Privacy Statement.
You must ensure the security and management of personal information in accordance with Woodside’s Privacy Procedure and applicable legal requirements. This includes maintaining and protecting confidentiality of the personal information of others that you become aware of during the course of undertaking your work duties for Woodside.
Duties as a director or officer
If you are a director or officer of Woodside, you must comply with your statutory obligations under the relevant applicable legislation including the general duties to:
• | act in good faith in the best interests of the company; and |
• | use due care and diligence in exercising your powers and discharging your duties. |
If you have any questions about whether you are an officer or the scope of your obligations, you should seek advice from a member of Woodside’s Legal team.
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OUR INFORMATION–RESPECTING AND PROTECTING CONFIDENTIAL AND PROPRIETARY INFORMATION
Woodside’s information is a valuable asset which needs to be protected.
Confidential information
You may have access to or become aware of information which is confidential to Woodside. Confidential information includes any information which is not generally available to the public concerning Woodside’s activities, results or plans. This may include financial, marketing or technical information, tenders, contracting strategies, contracting plans, customer lists, business plans, designs, drawings, techniques, processes or any other form of intellectual property. It can also include third party confidential information that has been provided to or held by Woodside.
If you have access to confidential information you must:
• | maintain the confidentiality of that information; |
• | apply Woodside’s information security policies and procedures, including the Woodside Information Technology Systems - Conditions of Use Procedure; |
• | only access that information for or in connection with your role and responsibilities within Woodside; |
• | ensure that the information is only used for authorised purposes and is protected from theft, unauthorised or inappropriate use, including personal gain, and unauthorised disclosure; and |
• | report any loss or unauthorised disclosure of such information promptly to your line manager. |
Protection of Woodside’s confidential information is dependent on the awareness and vigilance of Woodside’s employees, contractors and Service Provider Personnel. Confidential information must not be disclosed without:
• | obtaining Woodside’s permission and otherwise complying with Woodside’s Continuous Disclosure and Market Communications Policy (which is supplemented by processes and procedures); and |
• | where appropriate, entering into a confidentiality agreement with the recipient. |
Managers and supervisors in each area of the business are responsible for ensuring that suitable arrangements are in place for protecting confidential information.
Your confidentiality obligations continue after your employment or involvement with Woodside ends at which time you must return all confidential information to your line manager.
Further details are set out in the Woodside Information Technology Systems - Conditions of Use Procedure and Security Management Procedure.
Proprietary information - use and protection of Woodside’s intellectual property
You may be involved in the research and development of products, processes or other innovations (or have access to or become aware of the results of these research and development activities).
This information is confidential to Woodside (and must be treated in the same manner as other information which is confidential to Woodside).
This information (together with all work, ideas, concepts, designs, inventions, models, developments and improvements made or developed during the course of your employment, or with the use of any of Woodside’s time, materials, facilities or other resources) is owned by Woodside.
Accordingly, you must treat the associated intellectual property as Woodside’s property both during and after your employment or involvement with the company and, upon request, assign any rights in such intellectual property to Woodside.
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Further details are set out in the Intellectual Property Management Procedure.
Release of information to shareholders and the financial market
Woodside has obligations in relation to the periodic and continuous disclosure of information about the company and its operations.
We are committed to:
• | ensuring that shareholders and the market are provided with full and timely information about Woodside’s activities; |
• | complying with the general and continuous disclosure obligations applicable in Australia, the United Kingdom and the United States ; |
• | preventing the selective or inadvertent disclosure of material price sensitive information; |
• | ensuring that all stakeholders have equal opportunities to receive externally available information issued by Woodside; and |
• | making all disclosures in a manner that is clear, concise and effective. |
In order to comply with its disclosure obligations, Woodside has a Continuous Disclosure and Market Communications Policy which sets out your individual responsibilities in ensuring Woodside complies with its disclosure obligations.
A failure to comply with these disclosure obligations may result in Woodside’s shares being suspended, or in exceptional circumstances removed, from trading.
A breach of the disclosure requirements may constitute a criminal act for which Woodside can be fined or become liable to pay damages and other penalties may apply. Woodside directors, officers, employees and advisers may also be personally liable for large fines or possible imprisonment if they are involved in a breach of the continuous disclosure provisions.
Prohibition on insider trading
The law prohibits dealing in the shares of a company while in possession of “inside information”. This is known as “insider trading” and is a serious offence under the Corporations Act, the US Securities Exchange Act of 1934, and under the Criminal Justice Act 1993 and the UK Market Abuse Regulations (UK MAR).
Inside information is information that:
• | is not generally available to people who commonly invest in securities (i.e. it has not been made public); and |
• | if it were generally available, would (or would be likely to) influence investors who commonly invest in securities in deciding whether or not to subscribe for, purchase or sell Woodside securities or securities of another entity. |
UK MAR also requires that the information be sufficiently precise (meaning ‘more likely than not’).
You may, as a result of working for or being involved with Woodside, have access to or become aware of “inside information” relating to Woodside or another company. This information is confidential (and must be treated in the same manner as other information which is confidential to Woodside).
In addition to your confidentiality obligations, if you possess inside information about Woodside or other companies you must not buy, sell or deal in their related financial products, including securities, advise, procure or encourage another person (such as a family member, friend, associate, colleague, broker, financial planner, investment adviser, family company or family trust) to trade in securities or communicate the inside information to anyone else who may use it to deal in securities. Additional obligations and restrictions are imposed on individuals identified as “Restricted Employees”.
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Breach of insider trading laws (or equivalent legislation in other jurisdictions) may result in criminal or civil liability.
Further details, including the obligations and restrictions on Restricted Employees, are set out in Woodside’s Securities Dealing Policy.
Use of information systems
You will be able to access information and use Woodside’s information systems to perform your role at Woodside. These may include the use of digital devices such as computers, laptops, tablets, phones, photocopiers and facsimiles.
Any information created using or stored in Woodside’s information systems is owned by Woodside, and must be stored and handled in accordance with the Woodside Information Technology Systems - Conditions of Use Procedure.
You may only access and use information required to perform your role at Woodside. You must not seek to take advantage of any of Woodside’s information or information systems for personal gain or to compete with Woodside.
You must comply with the Woodside Information Technology Systems - Conditions of Use Procedure and use Woodside information systems safely, effectively and lawfully and in a way that is consistent with Woodside’s values. You must not use any of Woodside’s IT systems or devices to access, store, display or share material (whether on or off the Woodside network) which:
• | is in breach of copyright or any other legal requirement; |
• | is offensive, indecent, menacing, violent or abusive; |
• | is intended to incite criminal activities or instruct others how to commit criminal activities; |
• | is sexually explicit, pornographic, obscene or suggestive; |
• | involves online gambling; |
• | is in the nature of “chain mail” or intended to create personal gain or profit; |
• | would be considered objectionable or inappropriate by a reasonable person, or is otherwise inconsistent with the Woodside values. |
Occasional personal use of Woodside’s information systems is permitted provided such use does not interfere with the performance of your work and is consistent with the Woodside Information Technology Systems - Conditions of Use Procedure.
You must ensure that only Woodside-approved information systems are used to conduct Woodside business. You must not conduct any Woodside commercial activities using “Off-Channel” communication applications without the prior approval of Woodside’s Chief Information Officer, as per Woodside’s Information Technology Systems - Conditions of Use Procedure.
“Off-Channel” communications includes any business-related communication or activity that occurs outside Woodside-approved information systems. This includes communications or activities conducted on ephemeral messaging platforms (e.g. WhatsApp, SnapChat, WeChat, Telegram, Hash, Cover Me, Confide, Signal, Wickr, Wire, etc.).
Cybersecurity
Protection of Woodside’s electronic presence is dependent on the awareness and vigilance of Woodside personnel. You must be vigilant of potential cyber-attacks that could be launched against Woodside (e.g. spam, fraudulent or phishing emails etc.) and follow Woodside’s Information Technology Systems - Conditions of Use Procedure at all times when using Woodside IT systems and equipment.
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All employees, third party contractors and service providers with access to Woodside IT systems must complete annual cybersecurity training.
Social media
Social media provides a platform to help share and amplify Woodside’s vision, values and external communications.
If you engage in social media or online company networking activities that make reference to Woodside’s interests including company business, products, people, assets and activities, you must comply with the Code of Conduct and the Woodside Information Technology Systems - Conditions of Use Procedure.
Woodside Corporate Affairs is solely authorised to manage the use of Woodside’s official social media channels. We encourage you to share Woodside’s official social media posts, but you should exercise common sense and good judgement in relation to publishing content on social media sites. If using social media sites for personal purposes, you should ensure that personal content is not attributed to Woodside or presented as reflecting Woodside’s views or opinions. In addition, you must always respect the privacy of others when using social media and you should not post personal content which may be considered offensive.
For further guidance (including information regarding best practice in relation to some social media channels) please refer to the Woodside Social Media Guidelines.
OUR ASSETS – USING AND PROTECTING OUR ASSETS AND MAINTAINING FINANCIAL INTEGRITY
Use and protection of Woodside’s assets
You are responsible for safeguarding any Woodside assets which are under your control. This may include company funds, property or equipment including digital devices. These assets must not be used for personal benefit and you must also take appropriate precautions to prevent theft, damage or misuse of Woodside assets.
You must use Woodside funds for business expenses sensibly and effectively consistent with the Manual of Authorities and Contracting and Procurement Procedure. Expenditures must be reported accurately and in a timely way. An accurate and auditable record of all financial transactions relating to Woodside’s business must be maintained in accordance with the Contracting and Procurement Procedure and the Financial Management Procedure. No entry should be made in Woodside’s records that distorts or disguises the true nature of any transaction. Submission of a fraudulent expense report is regarded as serious misconduct.
The misuse of Woodside’s assets constitutes theft and/or fraud.
Theft includes the unauthorised use of Woodside’s assets for non-business purposes and the unauthorised removal of Woodside information, equipment, supplies or other resources. You must seek the appropriate approvals to sell, loan or donate Woodside’s assets.
Fraud generally involves some form of dishonest activity, deceit, theft, making of false statements or false documents, breach of trust or guilty intention with the object of obtaining money or other benefit. A fraudulent act, reckless or deliberate, can have significant consequences for you and Woodside including loss of sales and access to financing, withdrawal of licences, litigation, civil recovery actions (e.g., actions by law enforcement agencies to recover the proceeds of a crime) and damage to reputation.
If you are involved in theft or any other fraudulent activity, you are liable to disciplinary action and possibly criminal action.
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Any act of theft or fraud must on all occasions be reported in accordance with the procedures set out in the “Reporting breaches of the Code of Conduct” section above.
Further details concerning the control of fraud and corruption are set out in the Fraud and Corruption Control Procedure.
Use and protection of corporate opportunity
You must not pursue or take advantage of any business opportunity which arises as a result of your access to Woodside’s property or information or because of your position within Woodside.
You must not seek to take advantage of Woodside’s information or of your position within Woodside for personal gain or to compete with Woodside.
Accounting policies and procedures
Woodside’s financial procedures and systems of internal control address the recording, processing and reporting of financial information in compliance with applicable financial, regulatory and other reporting requirements and laws and regulations in countries where we operate, including, where applicable the Corporations Act, Listing Rules published by ASX Limited and the NYSE, Australian Accounting Standards, applicable U.S. securities laws and other mandatory professional reporting requirements.
All Woodside records must be maintained accurately, fairly, in reasonable detail and without intentional misstatements or omissions. No entry should be made in Woodside’s records that distorts or disguises the true nature of any transaction. You are strictly prohibited from creating or maintaining any “off the books” accounts or funds, or causing Woodside’s books and records to contain false, misleading, or inaccurate entries.
Information regarding auditor independence is set out in Woodside’s External Auditor Policy, which is supported by the External Auditor Guidance Policy.
Risk management
Woodside’s policies and procedures regarding risk and internal control, risk oversight and management, risk profiles and the assessment of the effectiveness of risk management and compliance and control are set out in Woodside’s Risk Management Policy.
OUR PARTNERS–RESPECTING AND WORKING WITH OUR BUSINESS PARTNERS
Woodside aspires to be a partner of choice. In order to achieve this goal, we need to respect our business partners and develop long-term relationships.
Conflicts of interest
Woodside respects your right to privacy and to engage in activities outside of work and unrelated to your employment at Woodside. However, you must not engage in activities which:
• | conflict, or could be perceived to conflict, with your responsibilities to Woodside; or |
• | compromise, or could appear to compromise, the quality of your work performance, your commitment to your work or your ability to make impartial business decisions. |
You must always be mindful of relationships which may present, or may appear to present, a conflict with Woodside’s interests. It is your responsibility to identify and disclose circumstances involving conflicts of interest (actual, potential or perceived) and external commitments in accordance with this Code of Conduct.
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Conflicts of interest can arise in many different ways. Common situations include:
• | holding outside jobs, directorships or affiliations (see External Commitments below); |
• | jobs or affiliations held by close family or friends; |
• | pursuing, awarding or maintaining Woodside business opportunities (including influencing Woodside tender activities) for personal gain or for the benefit of close family or friends; |
• | offering or accepting gifts or entertainment at inappropriate times; |
• | having a current or former close personal relationship with a colleague, contractor or service provider who works in the same team or under your supervision, where the relationship has the potential to impact the impartiality of your decision-making; |
• | influencing Woodside recruitment decisions, employment conditions or performance assessments in relation to close family or friends; |
• | holding shares or other investments in a competitor, customer, contractor or supplier of Woodside (or having other business relationships with a competitor, contractor, customer or supplier of Woodside); |
• | having a close personal relationship (for example, with another employee in your direct reporting line or otherwise resulting in an overlap of personal and professional relationships) which may give rise to a real or perceived conflict of interest including risk of unfair advantage or breach of confidentiality. |
A conflict of interest would not normally arise out of merely holding shares in another company, unless you (or a close family member or friend) held a substantial interest in that company and were in a position to influence or control decisions by that company relating to Woodside’s involvement with it.
External Commitments
Taking on or maintaining external commitments can also give rise to a conflict with Woodside’s interests, for example because:
• | the external organisation’s commercial interests may compete with Woodside’s interests; |
• | your position within Woodside may provide you with access to information, contacts or relationships which it would not be appropriate for you to use for personal gain or benefit; or |
• | your commitment to the external organisation or activity, such as the number of hours needing to be spent, may impact your ability to work within your contracted hours or safely and productively without being compromised by fatigue. |
You must not:
• | hold positions in or have relationships with external organisations which have dealings with Woodside where your Woodside position allows (or could be perceived by other people to allow) you to influence or control Woodside decisions affecting those external organisations; |
• | have a second job or operate your own business (even in your own time and away from the Woodside workplace), or take on any other external commitment or activity which might conflict (or might be perceived by other people to conflict) with Woodside’s interests or your duties or contractual obligations to Woodside, without the required prior approval; |
• | hold a directorship in a non-publicly listed company on behalf of or otherwise representing Woodside (other than an entity within the Woodside group of companies, to which you have been appointed a director) without the required prior approval; nor |
• | hold a directorship in a publicly listed company without the prior approval of Woodside’s Board. |
You should exercise common sense and good judgement in relation to engaging in community, government, educational and other not-for-profit activities outside of work to avoid activities which have the potential to adversely impact Woodside’s reputation or otherwise compromise your ability to perform your duties at Woodside in a professional and impartial manner.
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Declarations and approvals
As soon as you become aware of an actual, potential or perceived conflict of interest situation you should (a) immediately remove yourself from any involvement in the relevant activity; and (b) declare the situation using the online Conflict of Interest Register on the Woodside intranet website. Declarations must be reviewed and approved by your line manager and any approval endorsed by your 2-Up manager. It is your line manager’s and 2-Up manager’s responsibility to ensure that your declaration is properly reviewed, including whether it is appropriate for you to resume any discussions or activities that involve the conflict.
If you are considering taking on an external commitment, you must seek prior approval from your line manager, and any approval endorsed by your 2-Up manager, using the online Conflicts of Interest Register on the Woodside intranet website.
If you receive approval in relation to a particular matter, it is your responsibility to monitor for any changes in the disclosed circumstances (including, for example, a change of your position within Woodside) which would require you to seek a fresh approval of the changed circumstances, and to seek that approval in advance.
If you are in doubt about whether a particular circumstance is an external commitment or conflict of interest that should be declared, please consult a member of the Ethics & Compliance team.
This section of the Code of Conduct does not apply to Woodside non-executive directors. Directors must comply with the Directors’ Conflict of Interest Policy.
Business practices
Woodside is committed to conducting its business and activities ethically and with integrity.
We do not seek competitive advantage through illegal or unethical business practices.
You must endeavour to deal fairly with Woodside’s customers, service providers, suppliers, contractors, competitors and employees. You must not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any unfair dealing practice. In contracting and procurement activities, you must comply with the Contracting and Procurement Procedure, including by ensuring that approved contractual terms are in place before procuring goods and services, and by incorporation obligations requiring contractors or suppliers to comply with Woodside’s Supplier Code of Conduct. You must also uphold the integrity of pre- and post-contract award processes, including by maintaining confidentiality where a potential contractor or supplier also has existing business with Woodside.
Combating bribery and corruption
As outline in Woodside’s Anti-Bribery and Corruption Policy, Woodside prohibits bribery and corruption, in any form, whether direct or indirect, whether in the private sector or the public sector, anywhere in the world.
Most countries, including Australia, the United Kingdom and the United States, have laws prohibiting any person or company from offering, promising or giving a bribe (which can include anything of value) to a private individual or government official, and prohibiting private individuals and government officials from soliciting or accepting such bribes.
There are potentially serious consequences, including imprisonment and fines, for violating the anti-bribery and corruption laws of Australia, the United States of America, the United Kingdom and other places which may apply to Woodside, its business partners and/or third parties operating on Woodside’s behalf.
You must not directly or indirectly offer, pay, solicit, promise, authorise or give to anyone a gift, bribe, kickback, inducement, favour, payment or anything else of value to anyone in the private or public sector in order to obtain an improper advantage for Woodside, its employees or anyone associated with Woodside. You must not directly or indirectly solicit or accept bribes, kickbacks, inducements, favours, payments or anything else of value in any form. Further details are set out in Woodside’s Anti-Bribery and Corruption Policy and Fraud and Corruption Control Procedure.
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Gifts and Entertainment
Giving and receiving gifts and entertainment can be a legitimate way of fostering and maintaining good business relationships – however, it can also operate, or be perceived to operate, as an attempt to seek an improper advantage. All gifts and entertainment must be provided or accepted transparently and without any intent to improperly influence the recipient, and only in accordance with Woodside’s policies and applicable laws.
Registration and approval requirements apply under Woodside’s Anti-Bribery and Corruption Policy for the exchange of gifts and entertainment (including meals and hospitality) with anyone who is not an employee of Woodside. Under these:
• | The exchange of any gifts or entertainment involving one or more government officials must be entered onto the Gifts and Entertainment Register, regardless of value. Any exchange that (i) might be perceived as being intended to improperly obtain/retain a business advantage and/or (ii) which is valued above the applicable pre-approval threshold, requires prior approval from Woodside’s VP Ethics & Compliance (or delegate) via the Register. |
• | The exchange of gifts or entertainment with third parties other than government officials is also subject to registration and pre-approval thresholds depending on the value of the gifts or entertainment being offered. If the value exceeds the pre-approval threshold, prior approval must be obtained from the VP Ethics & Compliance (or delegate) via the Register. |
• | Applicable registration and pre-approval requirements and thresholds are outlined in Appendix A. Please also refer to Woodside’s Anti-Bribery and Corruption Policy for further guidance. |
Some countries impose strict limits on the value of gifts and entertainment which may lawfully be provided to government officials. It is your responsibility to ensure that you are familiar with any restrictions which apply, and the broad definition of what is a ‘government official’.
You must not directly or indirectly provide or accept excessive, frequent or lavish gifts or entertainment. You must consider the value and frequency of gifts or entertainment exchanged with the same party within any six month period, and determine if this is appropriate having regard to common courtesy, general commercial practice and local law and customs, and is also in line with the principles set out in Woodside’s Anti-Bribery and Corruption Policy.
You must consult Woodside’s Anti-Bribery and Corruption Policy prior to providing or accepting gifts or entertainment as additional restrictions apply.
Sponsored Travel
Woodside prohibits the payment of travel and travel-related expenses for government officials (unless such payment has been approved by the VP Ethics & Compliance). Further details are set out in Woodside’s Anti-Bribery and Corruption Policy.
Dealing with local agents and representatives
It may, in certain circumstances, be necessary for Woodside to engage a third party person or entity that will act for or on behalf of or otherwise represent Woodside (either in its capacity as operator for a Woodside-operated joint venture, or in its corporate capacity) in Woodside’s business dealings with public sector and/or private sector third parties, in overseas countries or overseas markets (a “local agent or representative’).
The terms of any such engagement must be reviewed by Compliance Legal and any engagement pre-approved by the VP Ethics & Compliance.
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The process and approval requirements for appointing a local agent or representative is set out in Woodside’s Anti-Bribery and Corruption Policy. Local agents and representatives must only be engaged by Woodside in accordance with these requirements.
This recognises that Woodside seeks only to do business with those that have equivalent standards of personal and corporate behaviour, and that Woodside is responsible for the acts of its agents and representatives and must therefore ensure that any local agent or representative is chosen with care and is made fully aware of Woodside’s expectations when doing business with and for Woodside.
Dealing with our joint venture participants, contractors and suppliers
We are committed to the standards of personal and corporate behaviour set out in the Code of Conduct and using our sphere of influence to require our partners to adopt equivalent standards of personal and corporate behaviour.
In joint operations, we will apply these commitments where Woodside is operator. Where we are not the operator, we will use good faith efforts to influence our joint venture participants so that the joint operation adopts similar commitments. Additionally, we will:
• | seek co-venturers whose policies are consistent with those of Woodside; |
• | combine complementary skills, appropriate technology and experience to create greater effectiveness; and |
• | make our contractors and suppliers aware of Woodside’s commitments and expectations and of their responsibility in implementing them. |
When acting as operator of a joint venture involving other parties, Woodside has:
• | contractual duties under the joint venture operating agreement; and |
• | a duty as an agent for all participants in the venture. This requires Woodside to ensure that its position as operator is not improperly used to gain an advantage for Woodside or another party, or cause detriment to the venture. |
Woodside employees must be able to distinguish clearly between decisions to be made and actions to be taken by Woodside in its own right or as a venture participant (where Woodside is free to act in its own economic interest, subject to limited contractual duties), and decisions and actions by Woodside in its capacity as operator (where Woodside’s freedom of action is constrained by the contractual and agency responsibilities attached to the operator role).
THE GOVERNMENT
Woodside complies with all laws and regulations which apply to our activities anywhere in the world.
Compliance with laws and regulations
You must comply with all laws and regulations relating to your activities and Woodside’s operations. This includes understanding the laws and regulations relevant to you, as an ordinary person, in relation to your specific job and the country in which you are working.
You should be aware that:
• | The principles, practices and standards set out in the Code of Conduct apply to business activities in all countries in which Woodside operates or conducts business. |
• | Local laws may differ and the laws of one country may outlaw conduct that is allowed in another country. In this context, we will comply, as a minimum, with the local legal requirements in countries where Woodside operates or conducts business. If a higher standard is required under Woodside’s policies or the Code of Conduct, or is otherwise adopted by Woodside for that particular operation or business and it is consistent with local law, we will comply with that higher standard. |
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Woodside managers are responsible for ensuring that all people under their supervision are aware of the legal obligations and requirements that impact upon their areas of responsibility, and that regular training is provided in relation to those obligations and requirements.
Obtaining legal advice
The laws that govern Woodside’s activities are complex; however, ignorance of the law does not excuse you or Woodside from those legal obligations.
If you are unclear about the laws and regulations relating to your work or the laws or regulations of the country in which you are working, you should seek advice from a member of Woodside’s Legal team. Taxation related matters should be referred to a member of Woodside’s Tax team.
Competition and anti-trust laws
Most countries have laws designed to promote competition in business and to protect the interests of consumers. These laws prohibit anti-competitive agreements or understandings between competitors, certain “exclusive” supply or distribution arrangements, misuse of market power to damage competition, anti-competitive mergers and misleading or deceptive conduct.
You must not engage in (or be part of, in any way) any conduct which breaches these laws. Collusive conduct, which involves understandings with competitors on prices, volumes, terms of sale and the like, will not be tolerated by Woodside.
A breach of these laws carries potentially serious consequences, including imprisonment and fines. Businesses or consumers who are damaged by unlawful conduct may also be able to sue Woodside or you personally to recover damages.
If you have any questions about competition laws or concerns about a specific transaction, you should seek advice from a member of Woodside’s Legal team.
International Trade Laws and Export Compliance
At Woodside, we comply with all international trade and export compliance laws applicable to our operations. Some countries, while advancing their own foreign policies and national security objectives, impose financial or economic sanctions on certain countries, regions, people, companies or vessels, and restrict their own nationals or residents from dealing with these parties or with nationals from these countries or regions.
Additionally, many countries where we operate restrict the movement of goods, software and technology, and related services, that move within or across their borders (including digital borders). These include restrictions that prohibit goods, software or technology from being sent or shipped to certain countries or regions, or to a certain party, or for certain uses.
Failure to comply with these laws and regulations carries serious consequences including imprisonment, fines and in the case of Woodside loss of export privileges.
Before engaging with a third party (e.g. a supplier or contractor) please follow the supplier onboarding procedure or contact Ethics & Compliance to ensure appropriate due diligence is performed to verify that the third party you are trying to engage is not subject to sanctions or other trade restrictions.
These laws and regulations are complex and constantly evolving. If you have any questions or concerns about a specific transaction, you should contact a member of the Ethics & Compliance or Customs & Trade teams.
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Dealing with regulators and government officials
Woodside’s ability to conduct business is directly affected by government decision-making. We seek to have open and constructive relationships with the governments of all countries in which Woodside has a presence. In some countries and local jurisdictions it can be difficult to correctly identify who must be considered to be a government official or is otherwise a representative, close affiliate or family member of a government official, so you must exercise caution if you are unsure. Further details and information are set out in Woodside’s Anti-Bribery and Corruption Policy.
If you have any questions or are unsure whether or not an individual is, or is relevantly connected with, a government official, you should contact a member of the Ethics & Compliance team.
Sharing information and political advocacy
Woodside engages in debate on policy and shares its views on policy matters which relate to Woodside’s business and activities. The exchange of information and opinions is essential to informed decision-making by both government officials and Woodside.
You may only provide information about Woodside or its business, activities or operations to governments where:
• | you are authorised to provide the information as part of your role at Woodside; |
• | you have checked that the information is complete and accurate; |
• | you have obtained approval from the VP Ethics & Compliance as well as any approvals required under Woodside’s Communications and External Stakeholder Engagement Procedure. |
If, as part of your role, you are authorised to advocate on behalf of Woodside or represent Woodside in government matters, you must comply with all applicable laws and regulations relating to corporate participation in public affairs and ensure that such activity is done in a manner which is consistent with Woodside’s values.
Political contributions, membership of political networking forums and attendance at political functions
Woodside does not donate to campaign funds for or provide in-kind contributions to any political party, politician or candidate for public office in any country. You must not, in an official Woodside capacity, make such a donation or contribution. This does not preclude your membership of, or participation in, political parties, in your private capacity and in your own time.
All other political donations or contributions by Woodside require Board approval. Woodside does not hold any memberships in political party business engagement forums. In certain circumstances, there may be a legitimate business reason for Woodside to participate in paid party-political business engagement events, which we assess in accordance with our business priorities. Attendance at these functions must be approved by the CEO and records maintained by Corporate Affairs.
We comply with the Australian Electoral Commission’s reporting requirements, as well as United States campaign finance laws and the laws of other countries or localities in which we operate, where applicable, and are transparent in our public disclosure of all political contributions.
Transparency
An accurate and auditable record of all gifts, entertainment and payments to government officials must be maintained in accordance with generally accepted accounting principles. No entry should be made in Woodside’s records that distorts or disguises the true nature of any transaction.
Further details regarding gifts, entertainment, travel, political contributions and functions, and sponsored travel are set out in Woodside’s Anti-Bribery and Corruption Policy, Code of Conduct Dashboard Guidelines and Political Contributions Procedure.
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OUR COMMUNITIES
Woodside looks after its people and its communities. We build long-term partnerships with host governments, communities and key stakeholders where we are active.
Woodside recognises and respects the basic human rights of all people and seeks to ensure that we are not complicit in human rights abuses committed by others.
Woodside respects, considers and responds to the interests of our stakeholders. We are committed to:
• | open dialogue and consultation with local communities and their representatives, non-governmental organisations and government at all levels to ensure that actual and potential impacts arising from Woodside’s operations are identified and appropriately managed; |
• | considering the impacts of major developments on local communities, local infrastructure and the potential for conflict and its impact on security; and |
• | working towards preventing the occurrence of slavery and human trafficking in Woodside’s own operations or in the operations of those that provide goods and services to Woodside. |
Further information is set out in Woodside’s Sustainable Communities Policy and Human Rights Policy.
All Woodside engagement with external stakeholders must comply with the mandatory performance requirements set out in the Communications and External Stakeholder Engagement Procedure.
Social investment
Woodside’s approach to corporate sponsorships and donations to community projects is determined at the corporate level with input from the relevant business units and divisions.
You must not directly or indirectly provide charitable donations or corporate philanthropy to influence an individual, organisation or government to make a business decision in Woodside’s favour. You must seek Corporate Affairs and Ethics & Compliance approval and follow appropriate due diligence processes to ensure any donation or sponsorship commitment or payment complies with applicable anti-bribery and corruption legislation.
You are entitled to 12 hours volunteering leave per year and are encouraged to volunteer your time to community-based projects. This can be achieved through team-based volunteering or skills-based volunteering. There are established Woodside sponsored volunteering programs available or you may nominate to volunteer with an approved not-for-profit organisation. All volunteering activities must be approved by your business area Vice President.
Further details are set out in Woodside’s Sustainable Communities Policy.
First Nations initiatives
We are committed to maintaining viable and beneficial long term relationships with First Nations communities in whose traditional lands we operate.
We seek to understand and respect the diverse range of cultural and social matters which influence Woodside’s relationship with First Nations communities in all the areas Woodside operates.
Further details are set out in Woodside’s First Nations Communities Policy.
Customer initiatives
Customer satisfaction is important to Woodside’s success. We strive to understand our customers’ requirements, provide high quality products that meet or exceed our customers’ needs and deliver what we have agreed or contracted to deliver.
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It is our policy to:
• | identify and manage risks associated with our products; |
• | specify precautions required in handling and transporting our products and take reasonable steps to communicate them to employees, customers and others who might be affected; |
• | comply with all applicable product safety laws and regulations and apply responsible standards where laws and regulations do not exist; |
• | work with government agencies and others, as appropriate, to develop responsible laws, regulations and standards based on sound science and consideration of risk; |
• | include identification and control of potentially adverse health, safety and environmental effects as priority considerations in the planning and development of projects; and |
• | undertake appropriate reviews and evaluations of our operations to measure progress and to foster compliance with this policy. |
Revised by the Woodside Energy Group Ltd Board in December 2023.
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APPENDIX A
GIFT & ENTERTAINMENT REGISTRATION AND PRE-APPROVAL REQUIREMENTS
(Excerpt from Woodside Anti-Bribery and Corruption Policy)
Where Government Officials are involved
The following approval and registration requirements apply to the offer, provision, acceptance or receipt of gifts and entertainment involving Government Officials:
Total value of gift/entertainment (per person) involving Government Officials |
Prior approval of VP Ethics & Compliance (or delegate) |
Registration
Via online Gifts and Entertainment |
||
US$0 - US$100 | Not required | Required | ||
> US$100 |
Required |
|||
Any value where item may be perceived as intended to improperly obtain/retain a business advantage |
Where Government Officials are not involved
The following approval and registration requirements apply to the offer, provision, acceptance or receipt of gifts and entertaining not involving Government Officials:
Total value of gift/entertainment (per person) not involving Government Officials |
Prior approval of VP Ethics & Compliance (or delegate) |
Registration
Via online Gifts and Entertainment |
||
US$0 - US$100 | Not required | Not Required | ||
> US$100 – US$250 | Not required | Required | ||
> US$250 |
Required |
|||
Offer of item which is refused by a Woodside employee | NA | Required where (i) value of item >US$250, and/or (ii) refusal was due to concerns that the item was excessive or may be perceived as intended to obtain/retain a business advantage |
* | If you are uncertain whether it is appropriate to offer or receive gifts or entertainment in any particular circumstance, you should refer the matter to a member of Woodside’s Ethics & Compliance team before doing so. Further guidance is also available in Woodside’s Anti-Bribery and Corruption Policy. |
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Exhibit 12.1
SECTION 302 CERTIFICATION
CEO Certification
I, Marguerite O’Neill, certify that:
1. | I have reviewed this annual report on Form 20-F of Woodside Energy Group Ltd; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
4. | The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
5. | The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
/s/ Marguerite O’Neill |
||
Name: |
Marguerite O’Neill |
|
Title: |
Chief Executive Officer |
|
Date: |
27 February 2024 |
Exhibit 12.2
SECTION 302 CERTIFICATION
CFO Certification
I, Graham Tiver, certify that:
1. | I have reviewed this annual report on Form 20-F of Woodside Energy Group Ltd; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
4. | The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
5. | The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
/s/ Graham Tiver |
||
Name: | Graham Tiver | |
Title: | Chief Financial Officer | |
Date: | 27 February 2024 |
Exhibit 13.1
SECTION 906 CERTIFICATION
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) in connection with the annual report on Form 20-F of Woodside Energy Group Ltd (the “Company”) for the annual period ended 31 December 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officer of the Company hereby certifies, to such officer’s knowledge, that:
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Marguerite O’Neill |
||
Name: | Marguerite O’Neill | |
Title: | Chief Executive Officer | |
Date: | 27 February 2024 |
This certification accompanies the Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed “filed” by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.
Exhibit 13.2
SECTION 906 CERTIFICATION
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) in connection with the annual report on Form 20-F of Woodside Energy Group Ltd, (the “Company”) for the annual period ended 31 December 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officer of the Company hereby certifies, to such officer’s knowledge, that:
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Graham Tiver |
||
Name: | Graham Tiver | |
Title: | Chief Financial Officer | |
Date: | 27 February 2024 |
This certification accompanies the Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed “filed” by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.
Exhibit 15.1
Have Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
(1) | Registration Statement (Form S-8 No. 333-265606) pertaining to the Supplementary Woodside Equity Plan of Woodside Energy Group Ltd, |
(2) | Registration Statement (Form S-8 No. 333-267432) pertaining to the Woodside Equity Plan and the Supplementary Woodside Equity Plan of Woodside Energy Group Ltd, |
(3) | Registration Statement (Form S-8 No. 333-270076) pertaining to the Equity Awards Rules of Woodside Energy Group Ltd, and |
(4) | Registration Statement (Form S-8 No. 333-274296) pertaining to the Woodside Equity Plan of Woodside Energy Group Ltd, |
of our report dated 8 March 2022, with respect to the consolidated financial statements of Woodside Energy Group Ltd (f/k/a Woodside Petroleum Ltd), included in this Annual Report (Form 20-F) of Woodside Energy Group Ltd for the year ended 31 December 2023.
/s/ Ernst & Young
Perth, Australia
27 February 2024
Exhibit 15.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-265606, 333-267432, 333-270076, 333-274296) of Woodside Energy Group Ltd of our report dated February 27, 2024, relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F of Woodside Energy Group Ltd for the year ended December 31, 2023.
/s/ PricewaterhouseCoopers
Perth, Australia
February 27, 2024
Exhibit 97.1
Mandatory Clawback Policy
OBJECTIVES
Woodside Energy Group Ltd (“Company”) has adopted this policy (“Policy”) to provide for the recovery or clawback of certain incentive compensation in the event of a Restatement. This Policy is intended to comply with, and will be interpreted to be consistent with, the requirements of Section 303A.14 of the New York Stock Exchange (“NYSE”) Listed Company Manual.
Certain terms used in this Policy are defined in the Definitions section below.
The Company must recover reasonably promptly the amount of erroneously awarded Incentive-Based Compensation in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (“Restatement”).
The Company must recover erroneously awarded Incentive-Based Compensation in compliance with this Policy except to the extent provided under the Exceptions section below.
SCOPE OF POLICY
Covered Persons and Recovery Period
This Policy applies to Incentive-Based Compensation received by a person:
• | after beginning service as an Executive Officer, |
• | who served as an Executive Officer at any time during the performance period for that Incentive-Based Compensation, |
• | while the Company has a class of securities listed on a national securities exchange in the United States, and |
• | during the three completed fiscal years immediately preceding the date that the Company is required to prepare a Restatement (“Recovery Period”). |
Notwithstanding this look-back requirement, the Company is required to apply this Policy only to Incentive-Based Compensation received on or after 2 October 2023.
For purposes of this Policy, Incentive-Based Compensation shall be deemed received in the Company’s fiscal period during which the Financial Reporting Measure (as defined herein) specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
Covered persons subject to the Policy will be assessed on a periodic basis and/or as reasonably necessary. Covered persons will be notified following each assessment.
Transition Period
In addition to the Recovery Period, this Policy applies to any transition period (that results from a change in the Company’s fiscal year) within or immediately following the Recovery Period (“Transition Period”), provided that a Transition Period between the last day of the Company’s previous fiscal year end and the first day of the Company’s new fiscal year that comprises a period of nine to 12 months will be deemed a completed fiscal year.
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Determining Recovery Period
For purposes of determining the relevant Recovery Period, the date that the Company is required to prepare the Restatement is the earlier to occur of:
• | the date the board of directors of the Company (“Board”), a committee of the Board, or the officer or officers of the Company authorised to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement, and |
• | the date a court, regulator, or other legally authorised body directs the Company to prepare a Restatement. |
For clarity, the Company’s obligation to recover erroneously awarded Incentive-Based Compensation under this Policy is not dependent on if or when a Restatement is filed.
Method of Recovery
The Human Resources & Compensation Committee of the Board (“Committee”) will have discretion in determining how to accomplish recovery of erroneously awarded Incentive-Based Compensation under this Policy, recognising that different means of recovery may be appropriate in different circumstances.
AMOUNT SUBJECT TO RECOVERY
Recoverable Amount
The amount of Incentive-Based Compensation subject to recovery under this Policy is the amount of Incentive-Based Compensation received that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts, computed without regard to any taxes paid.
Covered Compensation Based on Stock Price or Total Shareholder Return
For Incentive-Based Compensation based on stock price or total shareholder return (“TSR”), where the amount of erroneously awarded Incentive-Based Compensation is not subject to mathematical recalculation directly from the information in a Restatement, the recoverable amount must be determined by the Committee based on a reasonable estimate of the effect of the Restatement on the stock price or TSR upon which the Incentive-Based Compensation was received. In such event, the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the NYSE.
EXCEPTIONS
The Company must recover erroneously awarded Incentive-Based Compensation in compliance with this Policy except to the extent that the conditions set out below are met and the committee of independent directors responsible for executive compensation decisions has made a determination that recovery would be impracticable:
A. | Direct Expense Exceeds Recoverable Amount. The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered; provided, however, that before concluding it would be impracticable to recover any amount of erroneously awarded Incentive-Based Compensation based on expense of enforcement, the Company must make a reasonable attempt to recover such erroneously awarded Incentive-Based Compensation, document such reasonable attempt(s) to recover, and provide that documentation to the NYSE. |
B. | Violation of Home Country Law. Recovery would violate the laws of the Commonwealth of Australia where that law was adopted prior to 28 November 2022; provided, however, that before concluding it would be impracticable to recover any amount of erroneously awarded Incentive-Based Compensation based on violation of the laws of the Commonwealth of Australia, the Company must obtain an opinion of Australian counsel, acceptable to the NYSE, that recovery would result in such a violation, and must provide such opinion to the NYSE. |
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C. | Recovery from Certain Tax-Qualified Retirement Plans. Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder. |
PROHIBITION AGAINST INDEMNIFICATION
Notwithstanding the terms of any indemnification arrangement or insurance policy with any individual covered by this Policy, the Company must not indemnify any Executive Officer or former Executive Officer against the loss of erroneously awarded Incentive-Based Compensation, including any payment or reimbursement for the cost of insurance obtained by any such covered individual to fund amounts recoverable under this Policy.
DISCLOSURE
The Company must file all disclosures with respect to this Policy and recoveries under this Policy in accordance with the requirements of the U.S. federal securities laws, including the disclosure required by the applicable U.S. Securities and Exchange Commission (“SEC”) filings.
DEFINITIONS
Unless the context otherwise requires, the following definitions apply for the purpose of this Policy.
Executive Officer means the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policymaking functions for the Company. Executive officers of the Company’s subsidiaries, as applicable, are deemed Executive Officers of the Company if they perform such policy making functions for the Company. Policy-making function is not intended to include policymaking functions that are not significant. Identification of an Executive Officer for purposes of this Policy will include at a minimum executive officers identified pursuant to 17 CFR 229.401(b).
Financial Reporting Measures means any of the following: (i) measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, (ii) stock price and (iii) TSR. A Financial Reporting Measure need not be presented within the Company’s financial statements or included in a filing with the SEC.
Incentive-Based Compensation means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
ADMINISTRATION, AMENDMENT AND TERMINATION
All determinations under this Policy will be made by the Committee or as otherwise specified herein, including determinations regarding how any recovery under this Policy is effected. Any determinations of the Committee will be final, binding and conclusive and need not be uniform with respect to each individual covered by this Policy.
The Committee may amend this Policy from time to time and may terminate this Policy at any time, in each case in its sole discretion.
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EFFECTIVENESS AND OTHER RECOUPMENT RIGHTS
This Policy is effective as of 1 December 2023. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company and its subsidiaries and affiliates under applicable law or pursuant to the terms of any similar policy or similar provision in any employment agreement, equity award agreement or similar agreement.
Reviewed by the Woodside Energy Group Ltd Board in December 2023.
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