A socially responsible contributor
to the global energy mix
Annual
Report 2024
genelenergy.com
Strategic report
1 Welcome
2 Genel at a glance
4 Chief Executive Officer’s statement
6 Key performance indicators
8 Our business model and strategy
10 Financial review
14 Operating review
16 Risk management
19 Principal risks
23 Viability statement
24 Stakeholder engagement
Sustainability
26 Chief Executive Officer’s message
27 Sustainability highlights
28 Materiality and strategy
30 Environmental responsibility
34 TCFD disclosures
40 Managing the natural environment
42 Social responsibility
49 Responsible governance
51 Managing sustainability risks
54 Sustainability metrics
56 Reporting frameworks
Governance
62 Chair’s statement on corporate governance
63 Governance statements
69 Division of responsibilities
70 Composition, succession, and evaluation
73 Board of Directors
76 Executive Committee
78 Reserves Committee
79 Nomination Committee
81 Audit Committee
84 Remuneration Committee
100 Other statutory and regulatory information
103 Statement of Directors’ responsibilities
Financial statements
105 Independent auditor’s report
112 Financial statements and notes
Other information
141 Report on payments to governments
142 Glossary of technical terms
143 Shareholder information
Contents
Welcome to the Company’s thirteenth Annual Report. 2024 has been another challenging year for
Genel, but we have been determined and clear on our objectives, and I am pleased that we have
made important progress in areas of the business that positioned us well for future growth.
This year saw a return to being cash generative, which represents a significant achievement for
us, and which is particularly impressive in the context of the $71 million free cash outflow of the
previous year. This has been brought about by a determined and disciplined approach across
the business which has seen consistent sales into a solid domestic market, and where we have
taken the decision to cease activity on unprofitable licences. Moreover, we have continued to
benefit from the cost reduction exercise that began in 2022, which was largely achieved through a
significant reduction in the size of the organisation.
The improvement in net cash means our balance sheet position has strengthened. That balance
sheet and the continued resilient cash generation from the Tawke PSC provide the means for
funding required to achieve our strategic objectives.
We have been clear that we are seeking assets to diversify our resilient cash generation and
improve the value delivery proposition for our shareholders. On this front, we are delighted to
have taken the first step to diversify our portfolio, having been awarded a 40% participating
interest in Block 54 in the Sultanate of Oman, partnering with OQ Exploration & Production SAOG
(‘OQEP’). We look forward to working together with our new partner on this exciting opportunity.
Furthermore, Block 54 provides us with the platform for further expansion towards building a
material and profitable business in Oman.
Genel remains sharply focused on its pursuit of value accretive growth and geographical
diversification of its cash generation, together with making progress on a return to exports and
being paid what we are owed in the KRI.
David McManus
Chair
Genel Energy Annual Report 2024 1
Genel at a glance
Genel Energy is a socially responsible oil producer with production
assets in the Kurdistan Region of Iraq and exploration assets
in Oman, Morocco and Somaliland. Our plans for delivery of
shareholder value are underpinned by our corporate values and
are driven by our strategic goals. Genel’s strategy comprises three
objectives designed to build a business with resilient and diversified
cash flows that delivers sustainable value to shareholders, and with
the aim of restarting the payment of a regular dividend.
STRONG
BALANCE SHEET
RESILIENT
CASH GENERATION
INVESTMENT IN
NEW CASH FLOWS
Significant cash balance,
appropriate leverage,
strategic objectives funded
Significant 2P reserves,
predictable and resilient
production, strong and
efficient operational
performance
Well-established and
effective process for deal
origination and evaluation
of production, or near-to
production, cash generative
assets with value upside
Our values are the
foundations to our
behaviour, decision
making, and the delivery
both of our purpose and
strategic objectives.
2 Genel Energy Annual Report 2023
ODEWAYNE |
Working interest 50%
LAGZIRA |
Working interest 75%
TAQ TAQ |
Working interest 44%
TAWKE |
Working interest 25%
BLOCK54 |
Working interest 40%
London
Morocco
Istanbul
Somaliland
Kurdistan
Region of Iraq
Oman
Strategic report Governance Financial statements Other information
Where we do it
Key
Corporate offices
Licences
SL10B13 |
Working interest 51%
Genel Energy Annual Report 2023 3
Chief Executive Officer’s statement
We have all the building blocks to deliver on our strategy
and provide diversified and resilient cash generation
We start 2025 leaner and more efficient,
and with all the building blocks necessary
to establish a bigger and more successful
business. Genel has a strong balance sheet
and our producing fields within the Tawke
PSC form a world-class asset that delivers
significant cash generation even when
selling at heavily discounted domestic prices
because of the suspension of exports.
This is a situation that we continue to work on
closely with our peers and host government
to resolve. Genel has a compact but highly
skilled and motivated workforce, dedicated to
executing our growth strategy and pursuing
value accretive acquisitions that will diversify
our geographical footprint within reliable and
predictable jurisdictions.
In 2024, we continued with the cost reduction exercise and
business efficiency improvements that began in 2022. That process
extended to continuing the divestment process for non-profitable
assets. Taq Taq awaits only government approval before divestment
is complete, and relinquishment of our other non-producing
legacy assets in the Kurdistan Region of Iraq (‘KRI’) will also be
completed soon.
Having delivered these improvements and trimmed our debt levels
to improve the capital efficiency of the business, it’s time to move
on to the next phase.
We are very clear on what needs to be done to deliver the
appropriate Company growth and deliver the shareholder returns
that are necessary for an emerging market exploration and
production business. The period of consolidation and efficiency
improvement in 2024 must now give way to profitable growth.
Genel is delighted to have taken the first step in its growth journey
by signing an EPSA in the Sultanate of Oman with OQ Exploration &
Production SAOG (‘OQEP’) as Operator, which will see us participate
in the appraisal and development of Block 54. This will see Genel
spend modestly over the next three years. The potential on the
block is significant and while the eventual returns are not certain
at this stage, we believe this move will lead to further exciting
opportunities in the region. Oman is a jurisdiction that Genel has
long considered as a very attractive place to do business and where
we have been made very welcome by both our new partner and
the regulator.
Back in the KRI, together with our operating partner DNO, we have
helped establish a reliable and consistent domestic sales market,
which generates very important cash for producers there, albeit at
a heavily discounted price. Tawke production currently realises only
around $35/bbl which is well below relevant reference benchmark
oil prices. With our peers in the KRI, we continue to work with our
host Government and Federal Iraqi authorities to negotiate an
arrangement that allows the resumption of international oil sales
at international oil prices and that provides appropriate returns for
those producing the oil. This has proved to be a sporadic process,
but most recent indicators suggest a solution should soon be
found; a solution that could double Genel revenue immediately
upon implementation.
We have worked hard with DNO to ensure spend and delivery
performance are optimised. The world-class field operating cost of
only $4/bbl and consistent production delivery throughout 2024
are testament to the successful delivery performance of this asset.
We have put behind us the disappointment of the outcome of the
arbitration on the KRG’s termination of the legacy Miran and Bina
Bawi licences, where the London Court of International Arbitration
ruled in favour of the KRG.
We have a clear direction of travel and specific targets that we are
pursuing to re-energise the business.
4 Genel Energy Annual Report 2024
“The period of consolidation and
efficiency improvement in 2024
must now give way to profitable growth”
Outlook
The Company is focussed on delivering on three
principal objectives:
Strong balance sheet
- We will retain an appropriate balance that provides protection
against outlook downside scenarios and maintain debt at a level
that is appropriate for the cash generation of the business
Resilient cash generation
- Realising the full potential of our existing portfolio which
includes delivering performance from the Tawke licence, an
asset with a long and profitable life ahead of it, and where many
opportunities for further investment exist, if conditions permit.
- Continuing to work with our peers, the Kurdistan Regional
Government (‘KRG’) and the Federal Government of Iraq (‘FGI’)
to support the resumption of international oil sales from the KRI
Investment in new cash flows
- Acquiring the right new assets to re-energise our portfolio and
deliver diversified, increased, and more resilient cash generation
that will enable us to re-establish a regular long-term dividend
for our shareholders
- We are also focused on establishing the right conditions to
support drilling the Toosan-1 exploration well in Somaliland
Paul Weir
Chief Executive Officer
Genel Energy Annual Report 2024 5
Strategic report Governance Financial statements Other information
Key performance indicators
Net 2P reserves Working interest production Free cash flow
Dividends announced Lost time incidents Spills - loss of primary containment
82 MMbbls 19,650 bopd $20 million
$0 million 0 frequency 0
104
117
2023
2022
2021
2020
92
89
2024
82
31,710
31,980
12,410
2022
2021
2020
30,150
2023
2024
19,650
86
-4
-71
2022
2021
2020
2023
235
2024 20
Net 2P reserves of 82 MMbbls represent
a reduction by 2024 production of the
Tawke PSC*.
Production increased by 60% compared
to the previous year.
Free cash flow of $20 million, from a
$71 million outflow in the previous year.
Genel did not announce a dividend in the
2024 financial year.
Zero LTIs were recorded in 2024. Zero LOPC occurrences were recorded
in 2024.
Definition
2P reserves are proved plus
probable reserves.
Definition
Production is average annual production
measured in barrels of oil produced per
day (bopd).
Definition
Cash flow generated from operating
activities, minus capital expenditure.
Definition
The combined total distribution of the final
and interim dividends announced in the
calendar year.
Definition
Lost time incident frequency measures
the number of lost time incidents per
million work hours. A lost time incident
results from the occurrence of a Lost
Time Injury (‘LTI’).
Definition
Loss of Primary Containment (‘LOPC’) refers
to any unplanned or uncontrolled release
of material from its primary containment.
For example, potentially harmful or
hazardous substances or products being
unexpectedly released from a pipeline,
vessel, or tank.
Relevance to strategy
2P reserves underpin the production, cash
generation and valuation of the Company.
Objective: enhance the value of our
existing 2P reserves through active
reservoir management and cost-effective
development. In addition, add new
2P reserves through a combination
of derisking contingent resource
to commerciality, exploration of
prospective resources, and through new
business activity.
Relevance to strategy
Production from our fields is sold to
generate revenue so is a key metric for
measuring subsurface, operational, and
investment success.
Objective: optimise reservoir performance
through the lens of maximising cash
generation and long-term value delivery.
Relevance to strategy
Free cash flow drives value delivery by
providing funding required to deliver
shareholder value through investment and
the payment of dividends.
Objective: deliver resilient, sustainable
free cash flow that provides funding for
investment and the payment of dividends.
Relevance to strategy
Dividends are an important component
of our strategy for delivery of
shareholder value.
Objective: to build a business with resilient
and diversified cash flows that support
payment of a regular dividend.
Relevance to strategy
The safety of our workforce remains critical
to Genel’s success. Genel is committed to
safe and reliable operations across our
portfolio, aiming for no lost time incidents.
Objective: in pursuit of safe business
practices, we set ourselves a lost time
incident frequency target of zero.
Relevance to strategy
Part of our commitment to being a
sustainable business relies on minimising
impact to the natural environment from
our operations. As such, asset integrity
is a priority for Genel which allows for
continuous safe operations and which
also mitigates potential impact to
the environment.
Objective: safe operations with zero
LOPC occurrences.
Performance
Genel’s 2P working interest reserves
totalled 82 MMbbls at the end of 2024.
The Tawke PSC saw a revision to 2P
reserves by 2024 production of 7.2 MMbbls
on the Tawke PSC*.
* Subject to final confirmation of Tawke PSC Reserves
and Resources by the Operator
Performance
Development of the domestic sales market
has resulted in a significant increase in
production from last year, which suffered
from minimal production between the
end of March and October following the
suspension of exports. Despite the lack of
access to exports impacting both volume
demand and the drilling of new wells on
the Tawke PSC, production was very stable
and consistent in 2024, and maintained
close to the exit rate from the previous
year. This performance has been achieved
through the successful delivery of an
active well intervention and production
management programme.
Performance
Both production and realised price per
barrel continue to be significantly impacted
by the suspension of exports, with realised
price per barrel of $35/bbl being about
half of what we would expect to achieve
when exporting. This means that revenue
generation and free cash flow continues
to be significantly impacted adversely.
Through disciplined and determined
actions, cessation of unprofitable activity,
cost reductions, and positive management
of working capital balances, the Company
has generated free cash flow of $20 million.
A significant improvement from the prior
year, when there was a cash outflow of
$71 million.
Performance
The Company’s dividend programme
paid over $200 million of dividends (72p
per share) between its first distribution
in the first half of 2019 to its most recent
distribution in the first half of 2023, when
dividends were suspended following the
suspension of exports in March of that year.
The Company is focused on diversifying
and expanding the resilience of its cash
generation in order to restart the payment
of a regular dividend.
Performance
Zero LTIs recorded in 2024. Over four-
and-a-half million work hours have been
recorded since the last LTI.
Performance
The zero LOPCs recorded in 2024 represents
seven consecutive years of zero LOPCs.
Measuring our progress
6 Genel Energy Annual Report 2024
Net 2P reserves Working interest production Free cash flow
Dividends announced Lost time incidents Spills - loss of primary containment
82 MMbbls 19,650 bopd $20 million
$0 million 0 frequency 0
44
41
2023
2022
2021
2020
50
34
0
2024
0.29
0
0
2023
2022
2021
2020
0
0
2024
2020
0
2024
0
2023
2021
2022
0
0
0
Net 2P reserves of 82 MMbbls represent
a reduction by 2024 production of the
Tawke PSC*.
Production increased by 60% compared
to the previous year.
Free cash flow of $20 million, from a
$71 million outflow in the previous year.
Genel did not announce a dividend in the
2024 financial year.
Zero LTIs were recorded in 2024. Zero LOPC occurrences were recorded
in 2024.
Definition
2P reserves are proved plus
probable reserves.
Definition
Production is average annual production
measured in barrels of oil produced per
day (bopd).
Definition
Cash flow generated from operating
activities, minus capital expenditure.
Definition
The combined total distribution of the final
and interim dividends announced in the
calendar year.
Definition
Lost time incident frequency measures
the number of lost time incidents per
million work hours. A lost time incident
results from the occurrence of a Lost
Time Injury (‘LTI’).
Definition
Loss of Primary Containment (‘LOPC’) refers
to any unplanned or uncontrolled release
of material from its primary containment.
For example, potentially harmful or
hazardous substances or products being
unexpectedly released from a pipeline,
vessel, or tank.
Relevance to strategy
2P reserves underpin the production, cash
generation and valuation of the Company.
Objective: enhance the value of our
existing 2P reserves through active
reservoir management and cost-effective
development. In addition, add new
2P reserves through a combination
of derisking contingent resource
to commerciality, exploration of
prospective resources, and through new
business activity.
Relevance to strategy
Production from our fields is sold to
generate revenue so is a key metric for
measuring subsurface, operational, and
investment success.
Objective: optimise reservoir performance
through the lens of maximising cash
generation and long-term value delivery.
Relevance to strategy
Free cash flow drives value delivery by
providing funding required to deliver
shareholder value through investment and
the payment of dividends.
Objective: deliver resilient, sustainable
free cash flow that provides funding for
investment and the payment of dividends.
Relevance to strategy
Dividends are an important component
of our strategy for delivery of
shareholder value.
Objective: to build a business with resilient
and diversified cash flows that support
payment of a regular dividend.
Relevance to strategy
The safety of our workforce remains critical
to Genel’s success. Genel is committed to
safe and reliable operations across our
portfolio, aiming for no lost time incidents.
Objective: in pursuit of safe business
practices, we set ourselves a lost time
incident frequency target of zero.
Relevance to strategy
Part of our commitment to being a
sustainable business relies on minimising
impact to the natural environment from
our operations. As such, asset integrity
is a priority for Genel which allows for
continuous safe operations and which
also mitigates potential impact to
the environment.
Objective: safe operations with zero
LOPC occurrences.
Performance
Genel’s 2P working interest reserves
totalled 82 MMbbls at the end of 2024.
The Tawke PSC saw a revision to 2P
reserves by 2024 production of 7.2 MMbbls
on the Tawke PSC*.
* Subject to final confirmation of Tawke PSC Reserves
and Resources by the Operator
Performance
Development of the domestic sales market
has resulted in a significant increase in
production from last year, which suffered
from minimal production between the
end of March and October following the
suspension of exports. Despite the lack of
access to exports impacting both volume
demand and the drilling of new wells on
the Tawke PSC, production was very stable
and consistent in 2024, and maintained
close to the exit rate from the previous
year. This performance has been achieved
through the successful delivery of an
active well intervention and production
management programme.
Performance
Both production and realised price per
barrel continue to be significantly impacted
by the suspension of exports, with realised
price per barrel of $35/bbl being about
half of what we would expect to achieve
when exporting. This means that revenue
generation and free cash flow continues
to be significantly impacted adversely.
Through disciplined and determined
actions, cessation of unprofitable activity,
cost reductions, and positive management
of working capital balances, the Company
has generated free cash flow of $20 million.
A significant improvement from the prior
year, when there was a cash outflow of
$71 million.
Performance
The Company’s dividend programme
paid over $200 million of dividends (72p
per share) between its first distribution
in the first half of 2019 to its most recent
distribution in the first half of 2023, when
dividends were suspended following the
suspension of exports in March of that year.
The Company is focused on diversifying
and expanding the resilience of its cash
generation in order to restart the payment
of a regular dividend.
Performance
Zero LTIs recorded in 2024. Over four-
and-a-half million work hours have been
recorded since the last LTI.
Performance
The zero LOPCs recorded in 2024 represents
seven consecutive years of zero LOPCs.
Genel Energy Annual Report 2024 7
Strategic report Governance Financial statements Other information
Our business model and strategy
Our business model and strategy
Genel Energy is a socially responsible oil producer with a portfolio of production and
exploration assets. Our plans for delivery of shareholder value are underpinned by our
corporate values and are driven by our strategic goals.
Genel’s strategy comprises three objectives designed to build a business with resilient and
diversified cash flows that deliver sustainable value to shareholders, and with the aim of
restarting the payment of a regular dividend.
STRONG
BALANCE SHEET
RESILIENT
CASH GENERATION
INVESTMENT IN NEW
CASH FLOWS
Significant cash balance,
appropriate leverage, strategic
objectives funded
Significant 2P reserves,
predictable and resilient
production, strong and
efficient operational
performance
Well-established and effective
process for deal origination
and evaluation of production,
or near-to production, cash
generative assets with value
upside
RESILIENT
CASH
GENERATION
STRONG
BALANCE
SHEET
LED BY A RESILIENT BUSINESS MODEL
Financial discipline
Supporting
the establishment
of a regular
dividend
programme
INVESTMENT
IN NEW
CASH FLOWS
Rigorous risk management
Focus on ESG and sustainability
8 Genel Energy Annual Report 2024
Benefitting all stakeholders
Shareholders
Our objective is to deliver shareholder value through running a business with a strong
balance sheet and diversified and resilient cash flows that support the payment of a
regular dividend.
Host governments
We desire close, collaborative partnerships with our host governments, with an intention
to deliver positive benefits in the regions where we work, through bringing our capital and
expertise to generate significant income, employment, training and business opportunities.
The Kurdistan Region of Iraq is where this Company started over twenty years ago and in
that time our assets have generated over $20 billion of revenue for the host government.
Local communities
We directly support our host communities through maximising local employment and
economic development opportunities, as well as direct investment in community projects
and in the infrastructure surrounding our operations. During a period of twenty years when
we were joint operator at Taq Taq, Genel supported an average of 10,000 jobs each year
and invested $48 million in social projects in the KRI.
Employees
We aim to benefit our employees and contractors through responsible business practices,
the promotion of a work culture characterised by safety and inclusion, fair remuneration,
and job development opportunities.
Values that define us
Genel Energy Annual Report 2024 9
Strategic report Governance Financial statements Other information
Financial review
Balance sheet strength despite
extended discounted sales prices
2024 financial priorities
The table below summarises our progress against the 2024 financial priorities of the Company as set out in our 2023 results.
2024 financial priorities Progress
Maintain business resilience and
balance sheet strength
— Developed a consistent dependable income stream through the
domestic sales market
— Reduced cost and divested Taq Taq PSC (subject to KRG approval)
— Minimised cost of remediation on Sarta and Qara Dagh PSCs
— Reduced debt by $182 million, with associated decrease in interest cost
— Net cash of $131 million and cash of $196 million at end of 2024
Ensure capital availability for funding
of key strategic objectives
— Maintained competitive bond market pricing, indicating availability of
debt capital when needed
— Reduced cash levels through debt reduction to improve capital efficiency
Ensure appropriate capital allocation
— Continued reduction in organisation to match needs of the business
— Deferred expenditure on non-cash generative projects
— Optimised processes and systems to improve operational efficiency
Outlook and financial priorities for 2025
The key principles of our financial focus remain largely
unchanged. We have a resilient business model that is designed
to mitigate the impact of uncontrollable adverse events and
maximise exposure to the upside. Ultimately, we seek to build a
business that generates resilient, diverse and predictable cash
flows that support resumption of distributions to shareholders.
10 Genel Energy Annual Report 2024
Maintain business resilience, balance sheet strength and
capital availability
A strong balance sheet protected by resilient cash generation is
an important component of our business model. It is particularly
relevant at the current time, with the lack of access to higher
sales prices and higher volumes that come from exports and
the delayed receipt of amounts owed to the Company. While the
Iraq-Türkiye Pipeline (‘ITP’) remains closed, we have protected
the balance sheet and resilience of the business by balancing
the sources and uses of our cash flows. Actions taken to reduce
costs and restructure the organisation have set us up well, with
monthly organisation spend excluding the cash-generative Tawke
PSC reduced to under $3 million per month.
Domestic market sales since November 2023 have seen
consistent and reliable volumes and cash generation. The Tawke
PSC is now well positioned to continue to deliver stable and
meaningful cash flows that will be sufficient to cover our costs,
and as a consequence we expect to retain net cash similar to the
year end 2024 balance of $131 million. Should the pipeline open,
then the subsequent establishment of regular payments would
materially boost our cash generation, with the receipt of our
outstanding receivable offering further significant upside.
Ensure appropriate capital allocation and deliver
diversification of our cash generation
Our capital allocation priorities remain maintenance of a strong
balance sheet, investment in the Tawke PSC and funding of the
Company’s strategic objectives in order to generate long-term
value for shareholders.
The key priority within our strategic objectives is to add new
assets to our portfolio with a view to diversifying our cash
generation. We have a well-established process for evaluating
opportunities combining rigorous technical, operational and
financial analysis and multiple scenarios analysed and planned
for to minimise the impact of downside risk and maximise
exposure to potential upside. We will retain our discipline and
ensure that any new assets offer the right characteristics and
are located in the right jurisdiction to support delivery on
our strategy.
Financial results for the year
(all figures $ million) FY 2024 FY 2023
Brent average oil price ($/bbl) 81 82
Field level realised price per barrel ($/bbl) 35 47
Average price per working interest barrel
($/bbl)
10 20
Working interest production (bopd) 19,650 12,410
Cost oil 35.1 53.9
Profit oil 39.6 24.5
Revenue 74.7 78.4
Production costs (17.6) (18.0)
Production capex (23.0) (55.2)
Production business netback 34.1 5.2
Pre-production capex (2.7) (12.8)
G&A (excl. non-cash) (22.2) (25.0)
Net cash interest
1
(7.0) (4.2)
Net expense from
discontinued operations
(10.2) (12.9)
Working capital and other 27. 6 (21.3)
Free cash flow 19.6 (71.0)
Dividend paid - (33.5)
Purchases of own shares (2.4) (1.8)
Purchases of own bonds (185.0) (24.9)
Net change in cash (167.8) (131.2)
Opening cash 363.4 494.6
Cash 195.6 363.4
Debt reported under IFRS (64.9) (243.7)
Net cash 130.7 119.7
1 Net cash interest is bond interest payable less bank interest income (see note 5)
“Since the pipeline closed in March 2023,
we have taken decisive action to protect
our balance sheet strength, meaning
we are now well positioned to take
opportunities that we can bring into play”
Genel Energy Annual Report 2024 11
Strategic report Governance Financial statements Other information
Financial review
Production of 19,650 bopd was significantly higher than last year
(2023: 12,410 bopd) as a result of the establishment of consistent
domestic market demand for the full-year. Domestic sales prices
were broadly consistent with 2023 at around $35/bbl, but 2023
benefited from export sales in the first quarter meaning that
overall average realised price was down from $47/bbl. As a
result, revenue is largely unchanged at $75 million compared to
$78 million last year.
Production costs of $18 million were in line with the prior year
(2023: $18 million). Production capex has significantly reduced
to $23 million (2023: $55 million) as a result of significantly
reduced activity after the pipeline closure.
Pre-production capex of $3 million (2023: $13 million) were
related to Africa assets.
Cash general and administration costs were $22 million, lower
than last year (2023: $25 million) due to cost reductions.
Interest income of $16 million (2023: $21 million) and bond
expense of $23 million (2023: $25 million) both decreased after
bond buyback and partial exercise of call option.
Income statement figures of Sarta and Taq Taq PSCs have
been disclosed as discontinued operations. Further details are
provided in note 7 to the financial statements.
EBITDAX and cash flow
(all figures $ million) FY 2024 FY 2023
EBITDAX 1.1 33.3
Interest received 15.8 20.6
Working capital 50.0 1.2
Operating cash flow 66.9 55.1
Producing asset cost
recovered capex
(21.7) (66.6)
Development capex - (22.2)
Exploration and appraisal capex (3.1) (9.7)
Interest and other (22.5) (27.6)
Free cash flow 19.6 (71.0)
EBITDAX of $1 million is lower than last year (2023: $33 million)
as a result of arbitration cost. EBITDAX is presented in order to
illustrate the cash operating profitability of the Company and
excludes the impact of costs attributable to exploration activity,
which tend to be one-off in nature, and the non-cash costs
relating to depreciation, amortisation, impairments, write-offs.
Free cash flow is presented in order to illustrate the free cash
generated for equity. Free cash flow was $20 million (2023:
$71 million outflow) with the increase from last year arising from
higher proceeds being received and lower capital expenditure.
Cash and debt
Cash of $196 million decreased from the start of the year
(31 December 2023: $363 million) mainly as a result of
$185 million bond buyback in the year. The Company monitors
its cash position, cash forecasts and liquidity on a regular basis.
The Company holds surplus cash in treasury bills, time deposits
or liquidity funds with a number of major financial institutions.
Suitability of banks is assessed using a combination of sovereign
risk, credit default swap pricing and credit rating.
The nominal value of bond debt was significantly reduced to
$66 million (2023: $248 million), which matures in October 2025
and has two financial covenant maintenance tests:
Financial covenant Test YE 2024
Equity ratio
(Total equity/Total assets)
> 40% 60%
Minimum liquidity > $30 million $196 million
Net assets
Net assets at 31 December 2024 were $357 million (31 December
2023: $434 million) and consist primarily of oil and gas assets of
$273 million (31 December 2023: $331 million), trade receivables
of $85 million (31 December 2023: $93 million) and net cash of
$131 million (31 December 2023: $120 million).
Going concern
The Directors have assessed that the Company’s forecast
liquidity provides adequate headroom over forecast expenditure
for the 12 months following the signing of the annual report for
the year ended 31 December 2024 and consequently that the
Company is considered a going concern. Further explanation is
provided in note 1 to the financial statements.
The Company has net cash of $131 million at the balance
sheet date.
Luke Clements
Chief Financial Officer
12 Genel Energy Annual Report 2024
Genel Energy Annual Report 2024 13
Strategic report Governance Financial statements Other information
Operating review
The world class Tawke asset provides the platform
for the next stage of growth of the business
Reserves and resources development
Genel’s proven plus probable (2P) net working interest reserves
totalled 82 MMbbls (31 December 2023: 89 MMbbls) at the end
of 2024.
Production
Working interest average production of 19,650 bopd for the year,
increased from 12,410 bopd in 2023.
All Genel production in 2024 came from the Tawke PSC and was
sold into the domestic market at average $35/bbl (2023: $47/bbl).
Remaining reserves (MMbbls) Resources (MMboe)
Contingent Prospective
1P 2P 1C 2C Best
Gross Net Gross Net Gross Net Gross Net Gross Net
31 December 2023 245 63 338 89 13 3 39 10 4,580 2,964
Production (29) (7) (29) (7) - - - - - -
Acquisitions and disposals - - - - - - - - - -
Extensions and discoveries - - - - - - - - - -
New developments - - - - - - - - - -
Revision of previous estimates - - - - - - - - 43 32
31 December 2024* 216 56 309 82 13 3 39 10 4,623 2,996
* Subject to final confirmation of Tawke PSC Reserves and Resources by the Operator
Mike Adams
Technical Director
14 Genel Energy Annual Report 2024
Producing assets
Tawke PSC (25% working interest)
Gross production from the Tawke licence averaged 78,615 bopd
in 2024 (2023: 46,280 bopd), a significant improvement that
demonstrates the success in establishing consistent domestic
market demand and the success of the asset to meet that demand.
In 2024, the Tawke PSC generated over $70 million net cash flow
for Genel, benefitting both from strong domestic sales, positive
working capital movements and offsetting.
Despite drilling no new wells this year, gross production from the
Tawke PSC has been maintained at consistent levels. This has
been achieved by careful and diligent subsurface and operations
management. Three wells that were drilled last year, but not
completed due to the closure of the pipeline, were brought
onstream mid-year to meet demand from domestic traders.
Production performance was further supported by an active well
intervention programme.
In partnership with DNO, Genel continues to be part of the first
Associated Gas Injection (‘AGI’) project in the Kurdistan Region of
Iraq (‘KRI’). Since its inception the project has saved approximately
2.3 million tonnes of CO
2
e from entering the atmosphere, with
Tawke PSC carbon emissions below the industry average.
Taq Taq (44% working interest, joint operator)
We divested our 44% working interest in the Taq Taq production
sharing contract to our joint venture partner. We have previously
reported that Taq Taq had been on care and maintenance since
May 2023 because the asset does not generate sufficient revenue
at domestic sales prices to cover its operating costs. Furthermore,
accessing the 10.3mmbbls of remaining net 2P reserves would
require risking of further capital to drill new wells with uncertain
outcomes – investment that ranks low on the Company’s capital
allocation priorities. The terms of the exit leave the Company
with minimal residual financial obligations and potential liability
exposures. The transaction is subject to Kurdistan Regional
Government approval.
Pre-production assets
Somaliland - SL10B13 (51% working interest, Operator)
We continued to work with stakeholders towards the complete
framework required to support drilling the Toosan-1 exploration
well. This included optimisation of the well plan to reduce cost and
maximise efficiency of the well delivery process and consideration
of the appropriate equity level at which to be undertaking this
activity. In the meantime, our in-country team continued to work
closely with our local communities. Genel’s Mobile Medical Clinic
project in Somaliland, which provided vital medical care for some
of the poorest people in Africa, launched phase two of the project
in July, with a further 17,000 cases treated to take the total cases
treated to more than 31,000.
Somaliland – Odewayne (50% working interest, Operator)
We continued to work with our partners to characterise the
prospectivity of the block, with subsurface studies ongoing. We also
continued to invest in the local communities, and in February 2024
delivered educational supplies to 1,000 primary and secondary
school students across the block.
Morocco (Lagzira block - 75% working interest, Operator)
On the Lagzira block (75% working interest and operator), we
are continuing the farmout process, seeking partners to test the
Banasa Prospect, high graded, having been de-risked by 2024
seismic reprocessing.
“The Tawke PSC continues to provide consistent,
reliable production performance and significant cash flow
as part of a portfolio optimised to pursue the Company’s
diversified growth agenda whilst retaining exciting
organic growth catalysts.”
Genel Energy Annual Report 2024 15
Strategic report Governance Financial statements Other information
Risk management
Risk management
The successful delivery of our strategy requires strong corporate governance and effective
risk management.
We deliver effective risk management through a simple framework and an active
assurance programme.
The Company divides risks into three categories:
— Strategy: significant risks that will impact delivery of
Company objectives and shareholder value
— External: significant risks that are largely outside of the
Company’s control and arise from the external environment
— Routine: day-to-day risks that are principally managed by
effective compliance with standard business processes and
procedures within the relevant business area (which can be a
function or a project)
For each identified and assessed risk, the Board sets clear
executive-level accountability, the appropriate risk management
action, the appropriate level of assurance to be obtained, and
the monitoring and reporting to be delivered.
Risk identification
Risk identification is comprised principally of two approaches.
- Firstly, from the top down, the Board and Executive
Committee identify potential risks that may impact delivery of
the Company strategy and business objectives
- Secondly, each business area identifies potential risks
that may affect delivery of the objectives relevant to that
business area. Business areas are comprised of functions
and projects, with each business area led by an Executive
Committee member
Both processes include considering future risks that may impact
the business, which are identified as emerging risks. We identify
emerging risks to track and monitor their evolution and assess
whether the mitigating controls in place for the Company are
appropriate relative to the expected evolution of the risk.
Risk assessment and treatment objective
Once risks have been identified, they are assessed for post-
mitigation impact and likelihood using a simple matrix, with post-
risk mitigation assessment determined by evaluating existing
controls and mitigation activities. This assessment is then used
to define the risk treatment objective for each risk.
The Company uses four specific categorisations of risk
treatment objectives:
Mitigate
Put in place processes or take actions that reduce the
likelihood or impact of the risk to an acceptable level
Eliminate
Remove the risk or reduce the importance of the risk
to the business
Transfer
Transfer the risk to a third-party
Accept
Accept the post-mitigation assessment of the
likelihood and impact
The appropriate action for mitigation is assessed in the context
of the agreed treatment objective.
Risk
assessment &
treatment
objective
Risk
management
& assurance
Risk
identification
Risk
monitoring
& reporting
16 Genel Energy Annual Report 2024
Risk management and assurance
Appropriate management of risks includes, but is not limited to:
- Ensuring appropriate and adequate controls are in place
- Ensuring that appropriate systems are in place to allow those
controls are designed and operating effectively
- Ensuring appropriate monitoring and re-evaluation systems
are in place
- Ensuring that appropriate reporting systems are in place so
that the Board can identify if intervention is required
Key risk developments and mitigation progress are both
monitored and reported to provide adequate oversight by
the Board at least once a year. The Executive Committee
conducts regular reviews of the status of the key risks and their
corresponding mitigation measures.
The assurance process provides a clear and transparent link
between risks, the existing controls and mitigating actions,
the assurance that these controls and mitigating actions are
adequate, and that the risks are managed to acceptable levels.
We implement a three-tier assurance model to provide different
levels of the organisation with assurance that risks are being
adequately and appropriately managed, and that mandatory
requirements and standards are being adhered to.
TIER 1
TIER 3
TIER 2
External Assurance
Internal Assurance
Self Review
Board
Audit Committee
Executive Committee
Audit Committee
Executive Committee
Accountable Executive
Committee Member
Process Sponsor
Group Assurance Framework
Risk monitoring and reporting
For each identified risk, the depth and frequency of monitoring
and reporting is determined depending on the likelihood of
the risk and its potential impact, with risks carrying more
significant potential impact being reported more frequently and
in greater depth.
Risks can develop and evolve, and their potential impact or
likelihood may vary in response; to either internal or external
events. On occasion, there may be insufficient information
to fully understand the risk’s likelihood, impact, or velocity.
Additionally, it may not be possible to fully define a mitigation
plan until the risk is better understood.
Reporting on risks takes various forms, with external
specialist expertise employed where required, to ensure the
Board is provided with an appropriate understanding of the
relevant issues.
In addition, the Company continuously monitors the
external and strategic environment to assess and reassess
risks, uncertainties, and opportunities, both current and
emerging, that may impact delivery on strategy and key
business objectives.
Genel Energy Annual Report 2024 17
Strategic report Governance Financial statements Other information
Roles and Responsibilities
Board
— Provide oversight for risk management
— Oversees and monitors sensitivity of the principal risks of the business and
makes effective, appropriate and timely decisions on how these are managed
or accepted
— Ensures that decisions taken are appropriately executed throughout the
business through appropriate delegation of authorities and policies
— Challenges where controls are not appropriate or not operating effectively
Strategy
Risk assessment
and review
Board sets controls to
mitigate or manage risks
Audit Committee
— Oversees risk management and internal control systems and makes
recommendations to the Board
Audit Committee oversees risk management,
internal controls and assurance
Executive Committee
— Leads the identification, understanding and assessment of risks to the
business for review and discussion by the Board
— Assigns risks to relevant functional heads as risk managers
— Identifies where controls are not appropriate or not operating effectively and
implements improvements
— Identifies new risks or changes in the nature, probability or impact of
existing risks
— Collectively keeps the risk register under regular review
— Ensures Board is provided with appropriate reporting on risks so that it is able
to identify when it is requied to intervene
Risk register identifies, assesses
and documents risks,
controls and treatment option
Risk management
The system for managing risks is embedded from the top
down in the organisational structure, operations, and
management systems.
Board
The Board is responsible for maintaining and reviewing the
effectiveness of the Company’s internal control system. The Board
has established processes to meet the obligations placed on listed
companies and the expectations of the UK Corporate Governance
Code to publish a long-term viability statement and continually
monitor risk management systems and internal control systems.
These processes include having clear lines of responsibility,
documented delegated authority levels, and appropriate
operating procedures.
We recognise that the system is designed to manage, rather than
eliminate, the risk of failure to achieve business objectives and
can only provide reasonable, and not absolute, assurance against
misstatement or loss.
The Board has reviewed the effectiveness of the internal control
system for the year ended 31 December 2024 and up to the date
of signing the financial statements. It is satisfied that it remains
appropriate for the business.
Audit Committee
The Audit Committee provides oversight and reviews the
effectiveness of the Company’s risk management systems, and
reports its assessment to the Board. This oversight includes
the assessment of the Company systems for the effective
operations of internal controls and the effective identification,
evaluation and management of the principal risks to which the
Company is exposed. It reports to the Board on those systems’
effective design and operations. The Audit Committee sets
the annual assurance programme, within the framework of an
assurance cycle, and reviews findings and recommendations.
Further information on the actions taken by the Audit Committee
during the year can be found on pages 81 to 83.
Executive Committee
The Executive Committee is responsible for the day-to-day
management of risks, with each risk assigned to an executive
owner accountable for managing the risk.
18 Genel Energy Annual Report 2024
Principal risks
The following provides an overview of the principal risks at the end of 2024, the potential impacts and mitigation measures. The risks are
grouped thematically, not in order of importance.
KRI Regional Oil & Gas Sector Risk
Strategic link: Risk owner: Year-on-year risk movement:
CEO
Context
The region in which the Company produces oil and generates its revenues has seen long-standing regional tensions between both
neighbouring countries and also within those countries.
There has been long-standing disagreement between the FGI and the KRG regarding: the quantum and payment of the Kurdistan
Region’s budget allocation from the central government and moreover, the KRG’s right to run its oil and gas sector and to export oil
independently from FGI control.
In March 2023, an international arbitration ruling, regarding a case between FGI and Türkiye in relation to Kurdish oil being
transported through the ITP and offloaded at Ceyhan without explicit FGI approval, found in favour of the FGI, namely, that FGI
approval was required. Following the ruling, access to the export pipeline was suspended.
Since then, while both FGI and KRG have consistently commented that they would like exports to resume, the extended closure
period demonstrates that there are challenges for the key stakeholders to agree terms for exports to recommence.
Until a track record of exports being physically delivered and payments of amounts due to Contractors in a timely fashion, there will
be uncertainty regarding the Company’s ability to access the benefits of international export prices.
What is
this risk?
- Suspension of access to the export pipeline continues, denying the Company and its peers access to higher pricing and
sales volumes available through exporting oil.
- The FGI and/or the KRG seeks to use political tension to try to void or amend the extant PSCs, impose offtake terms on the
IOCs that are adverse and/or requires IOCs to export oil without being provided clarity on the offtake terms of the sale.
How we
manage it
Genel is actively working with its partners in the KRI, its peers, the KRG, and the FGI to seek a negotiated solution to restart exports.
The Company is a founding member and holds a Directorship in the the KRI trade association APIKUR, that seeks to influence
governmental bodies.
The Company’s ultimate remedy for protecting the value of its extant contracts will be through the provisions within these PSCs,
namely under English law, with remediation for a dispute in the London Court of International Arbitration.
Development & Recovery of Oil Reserves
Strategic link: Risk owner: Year-on-year risk movement:
CEO
Context
The Company aims to realise the value of the reserves in its portfolio by deploying capital in line with the value creation
expected from our asset development plans.
What is
this risk?
- Underestimation of reservoir uncertainty, low side reservoir performance, lack of appropriate activity and poor drilling
execution impact the ability to extract maximum reserves value.
How we
manage it
Genel implements life-of-field asset development plans to manage risks, ensuring a structured approach to mitigate uncertainties.
The Company also prioritises the correct categorisation of uncertainties to facilitate informed decision-making.
Key
Strategic pillars
Resilient cash generation
Investment in new
cash flows
Strong balance sheet
Change assessment
Risk level increased
Risk level stable
Risk level decreased
Genel Energy Annual Report 2024 19
Strategic report Governance Financial statements Other information
Commercial Terms & Payment for Kurdish Sales
Strategic link: Risk owner: Year-on-year risk movement:
CFO
Context
Cash generation from oil production is maximised via exports, where production is sold to the KRG at the wellhead, with
the sales then priced on a netback price derived from the onward sale realised price per barrel adjusted for various costs or
charges. When exports are not available, prices for domestic sales are negotiated with local buyers, with payment received in
advance of sale.
What is
this risk?
- Future offtake arrangements for exports may be different, either positively or negatively, to the terms imposed from
September 2022. Until September 2022, exports were priced using a formula that had previously been established with the
KRG. From September 2022 to March 2023, the KRG unilaterally imposed a change to this formula.
- The KRG, the Company’s sole counterparty, delays payments of amounts due once exports begin, as has happened
sporadically in the past, adversely impacting the cash generation of the Company’s production.
- The Company is currently owed a significant sum for sales made between September 2022 and March 2023. Although the
KRG has consistently committed to pay all the monies that it owes to the Company, there is currently no agreed plan for
collection of amounts owed, and consequently there is uncertainty around the timing of collection.
- Furthermore, the KRG may seek, both retrospectively and prospectively, to change how amounts due are calculated and
assessed under the terms of PSCs and Lifting Agreements.
How we
manage it
Under the terms of its PSCs, the Company is entitled to benefit from a prescribed proportion of barrels sold and the netback price
based on the actual realised price per barrel achieved from its sale in the international markets, with an adjustment for the cost of
the oil being delivered to the customer. The Company will defend its contractual position on both issues.
In terms of payment risk, the Company has consistently maintained a strong balance sheet, principally by holding a significant cash
balance, and run appropriate downside scenarios to mitigate the risk of insufficient funding for its objectives, or insolvency, arising
from an unexpected material reduction in its cash generation from the KRI.
Reserves Replacement & Additions
Strategic link: Risk owner: Year-on-year risk movement:
TD
Context
Genel has a clear objective of increasing its reserves and its long-term cash-generative production, both organically
and inorganically.
Without this, the Company will suffer from declining cash generation and diminishing returns for investors.
What is
this risk?
- Genel is unable to replace and add reserves produced from the existing asset base due to the mature nature of producing
fields with limited contingent resources conversion potential, or from addition of inorganic opportunities to broaden
the portfolio.
- Genel is unable to acquire new reserves.
- Material organic reserves replacement from the extant portfolio requires exploration, which is inherently higher risk from
both a subsurface and above ground geopolitical perspective.
How we
manage it
Genel manages this risk through a combination of life-of-field existing asset development planning while correctly
categorising uncertainty.
Retaining the optionality for future exploration drilling in Somaliland with the potential for future contribution to contingent
resources and reserves.
The pursuit and addition of assets through new business remains a key mitigant to depletion of the Company’s reserves base.
New Business Activity
Strategic link: Risk owner: Year-on-year risk movement:
TD
Context
The Company has set out its objective of adding new assets to its portfolio to progress its strategy to create shareholder value
through the diversification of production and revenue streams.
What is
this risk?
- Cash generation and investor returns decline as the Company is unable to add new assets.
- The Company executes a transaction that adversely impacts the Company’s long-term liquidity, balance sheet, asset
portfolio quality and equity story, negatively impacting shareholder returns.
- The Company is unable to execute an acquisition.
How we
manage it
Genel mitigates this risk through a clear set of strategic objectives, against which an experienced management team
can deliver.
The Company has a well established origination and evaluation process with the Board overseeing and approving all significant
new business decisions, ensuring thorough scrutiny and alignment with Company strategy.
Risk management Principal risks
20 Genel Energy Annual Report 2024
Capital Structure & Financing
Strategic link: Risk owner: Year-on-year risk movement:
CFO
Context
The Company’s balance sheet and capital structure provide funding for achieving its objectives.
The range of possible outcomes for its cash position over five years is extensive due to several uncertainties, including but not
exclusive to commodity price volatility, geopolitics, access to export pricing, uncertainty regarding production and reserves, the
timing of payments and spending, the quantum of spend, availability of debt and equity capital markets.
What is
this risk?
- One of, or a combination of, the various uncertainties result in a significant impact on capital available to the Board to fund
the achievement of its objectives. Should this happen, prospects for delivery of shareholder value decrease and the risk of
reduction in shareholder value increases.
How we
manage it
The Company has consistently maintained a strong balance sheet and run appropriate downside scenarios to mitigate the risk
of insufficient funding for its objectives or insolvency arising from an unexpected material reduction in its cash generation
from the KRI.
Attract & Maintain Organisational Capability
Strategic link: Risk owner: Year-on-year risk movement:
CHRO
Context
The Company aims to attract, retain, and develop the appropriate level of talent and organisational capability required for
delivery of its strategy.
What is
this risk?
- Risk mitigation and the successful delivery of strategy is negatively impacted by not having the right capability in the
business to meet obligations.
- A gap in our capabilities jeopardises our ability to meet our obligations in the regions the Company serves.
How we
manage it
Genel regularly determines its capability needs and reports to the Board periodically through various Committees.
The annual performance management process is instrumental in supporting high performance while identifying areas for necessary
development, ensuring a proactive approach to skill enhancement and growth. Our Annual TalentMAP process is designed to identify
key individuals and facilitate broad succession planning, minimising the impact of talent gaps.
Furthermore, our balanced approach to internal and external talent acquisition allows for immediate insights and swift reactions to
staff changes, ensuring seamless transition and operational efficiency. These strategic talent management practices collectively
contribute to our risk mitigation efforts, fostering a resilient and adaptable workforce.
Environmental, Social & Governance Expectations
Strategic link: Risk owner: Year-on-year risk movement:
CEO
Context
Identifying and addressing relevant ESG risks is integral to delivering our strategy. The desired outcome of doing so is to position the
Company during the energy transition, while supporting host communities where we operate.
What is
this risk?
- Ineffective management of risks associated with ESG elements results in reduced access to capital and reputational harm.
- Carbon taxation or future climate-related regulation results in a negative impact on operations and/or cash generation.
- A failure in ongoing engagement with our host communities and an inability to maintain strong local community support
results in disruption to field operations.
How we
manage it
Genel prioritises mitigating ESG risks, which is evident in the strong commitment to the approved strategy from the Board and
senior management. This strategy outlines responsible practices across all ESG aspects, and allows for adaptation to emerging
ESG regulations and trends, as well as to Genel’s operational changes. This strategy also extends to Genel’s social investment
projects and furthermore, emphasises the importance of robust community engagement practices in contributing positively to host
communities. Monitoring progress involves an integrated ESG scorecard, and trend analysis of sustainability metrics. By prioritising
the ESG factors relevant to our business, Genel aims to mitigate applicable risks and enhance transparency and accountability, as we
uphold being responsible business through the energy transition.
Genel Energy Annual Report 2024 21
Strategic report Governance Financial statements Other information
Regulatory & Compliance Failure
Strategic link: Risk owner: Year-on-year risk movement:
GC
Context
The Company and its staff are subject to various laws and regulations governing corporate and personal conduct.
What is
this risk?
- Failure to adhere to our legal and regulatory obligations could result in financial penalties, a negative impact on
performance, regulatory oversight, or reputational damage.
How we
manage it
Genel is committed to conducting business in compliance with all applicable laws and regulations and in accordance with the
highest ethical standards. We have defined a clear set of values, adopted our Code of Conduct and implemented a robust set of
policies and procedures across the business which establishes a framework that sets clear expectations.
We have in place a legal compliance programme that includes due diligence processes, an annual training and certification
process, a whistleblowing and grievance procedure, and an investigations procedure.
New legislation and regulations are closely monitored and our Board of Directors examine the application of our compliance
programme and governance framework.
Health & Safety
Strategic link: Risk owner: Year-on-year risk movement:
CEO
Context
Health and safety management is a primary considerations for all Genel activities.
What is
this risk?
- HSE procedure failures result in harm, including injuries, environmental impact, and reputational damage.
How we
manage it
Genel highlights the link between HSE performance and our operating licence, emphasising the need for strong controls.
Managing these risks protects our workforce, environment, and operations. High HSE standards are crucial for employee motivation
and a safe, productive work environment.
The Company prioritises hiring competent personnel and strives for incident-free operations through continual improvement of
our HSE management system. A robust HSE plan with defined KPIs, and proactive risk mitigation are integral to achieving our HSE
goals. Genel conducts thorough HSE and process safety assessments, and ongoing assurance activities reinforce safety protocols.
Incident response capabilities are enhanced through workforce training, and HSE supervision ensures a vigilant workforce This
comprehensive approach aims to minimise health and safety risks, fostering a culture of continuous improvement.
Risk management Principal risks
22 Genel Energy Annual Report 2024
Viability statement
In accordance with provision 31 of the 2018 revision of the UK
Corporate Governance Code (‘the Code’), the Directors have
assessed the prospects and viability of the Company over
a longer period than the 12 months required by the ‘Going
Concern’ provision.
Choice of assessment period
The Directors retain their assessment of three years
as the appropriate period for their viability statement.
Business assumptions when assessing viability are derived from
the Company’s business plan, which includes various scenarios
for assessing outlook for cash generation and value delivery.
These scenarios reflect the inevitable cash flow uncertainty
given the inherent volatility in long-term oil price and
uncertainty regarding netbacks, route to market, payment terms,
receivable recovery, cost and production forecasting.
Review of financial forecasts
In reviewing the expected evolution of the Company’s business,
cash flows and capital structure over the review period the
Directors took into account:
— The Company’s business plan, which incorporates the Company’s
latest scenarios for life-of-field cash flow projections for
producing assets
— The various capital allocation scenarios that may evolve and the
Company’s potential asset portfolio investment decisions
— The Company’s bond maturity and compliance with its covenants
— The availability of debt capital markets and other sources of
finance, together with the debt capacity of the business
— The oil price scenarios
A range of sensitivities were run on the assumptions set out
above to reflect different scenarios including, but not limited
to, changes to production profiles, oil price and netback
assumptions, route to markets, receivable recovery, capital
allocation, and payments.
Consideration of principal risks
The principal assumptions underlying the forecasts above
were reviewed in the context of the risks and mitigating actions
set out in the Principal Risks in the Annual Report including,
in particular, those that specifically relate to the Company’s
viability, including:
— Commercial terms & payment for Kurdish sales
— Development & recovery of oil reserves
— KRI oil and gas sector and regional risk
— Capital structure & financing
Viability assessment
Based on their review of these assumptions and sensitivities in
the context of the funding options and risks referred to above,
the Directors found that there was a reasonable expectation
that the Company will be able to continue in operation and
manage its liabilities as they fall due over the three-year period
under review.
Our 2024 Strategic Report from pages 1 to 61 has
been reviewed and approved by the Board of Directors on
17 March 2025.
Paul Weir
Chief Executive Officer
Genel Energy Annual Report 2024 23
Strategic report Governance Financial statements Other information
As a Jersey registered company, Genel Energy plc is not required
to prepare a s172 statement in accordance with UK legislation,
however, in line with the UK Corporate Governance Code we have
voluntarily chosen to report how we consider our stakeholders in
running the business.
We recognise that the Company has a range of stakeholders
including but not limited to our investors, the local government
and communities in the regions in which we operate, our joint
venture partners, employees, and suppliers. When making
business decisions the Board of Directors considers, both
individually and collectively, that they have acted in good faith
and in a way that would be most likely to promote the success of
the Company for the benefit of its members as a whole (having
regard to the stakeholders and matters set out in s172 of the
Act) in the decisions taken during the year ended 31 December
2024 (see Corporate Governance report). In particular, the
Board considers this to be the case, by reference to the approval
of our strategy and business model supported by our viability
statement on page 23:
(a) The likely consequences of any decision in the long-term
Genel aims to have a portfolio of assets that positions us well
for a future of fewer and better natural resource projects,
with an organic portfolio funded by cash generated from our
producing assets, while we seek to deploy capital on adding new
assets. The Company continues to maintain its balance sheet
strength despite the continued closure of the export pipeline.
This included taking a number of actions including improving the
efficiency of our capital structure by reducing nominal debt by
$182 million over the course of the year.
(b) The interests of the Company’s employees
Genel continues to be committed to employing a diverse and
balanced team, enabling us to build an effective and talented
workforce at all levels of the organisation. To this end, we
continue to use our annual Talent MAP process to identify
high-potential employees and our Skill Enhancement Employee
Development (‘SEED’) programme to provide tailored needs-
based training and development to our staff. Further information
on employee management can be found on pages 42 and 43.
The Board has appointed Canan
Edib
og˘l
u
as the Designated
Independent Non-Executive Director, responsible for workforce
engagement and providing insight into our employees
perspectives on the business to the Board. Further information
on workforce engagement can be found on page 68.
(c) The need to foster the Company’s business relationships
with suppliers, customers, and others
Long-term strategic thinking, aligning our goals with those of
host governments and business partners to build deep and
valuable relationships, helping to unlock value in complex
commercial situations helps Genel to fulfil its strategy. In 2024,
the Company continued to engage with host governments at all
levels in order to drive forward our business strategy. In the wake
of the sustained shut-in of the ITP we continued to collaborate
with our partners and host government to access the domestic
sales in KRI.
(d) The impact of the Company’s operations on the
community and the environment
Supporting and engaging with the communities in which we
operate continues to be fundamental to Genel’s success, and in
2024 we continued to conduct community engagement activities
in the area of the Toosan-1 exploration well in Somaliland.
Throughout 2024, we continued to support meaningful social
investment initiatives. These demonstrate our commitment to
improve the wellbeing of our host communities. The Company
was pleased to see the progress being made under the Genel20
Scholarship, following the launch of this programme in the KRI
in 2022. This programme provides a university scholarship for
20 talented school graduates from disadvantaged backgrounds
in the KRI. In Somaliland, Genel’s social investments included
funding a mobile health clinic programme to provide medical
support to communities with limited or no existing facilities.
We remain acutely aware of the challenges associated
with climate-related risks, and the need for a reduction in
GHG emissions. We also recognise the breadth of relevant
environmental considerations beyond climate-related risks and
in 2024 we revised our HSE Management System to ensure our
environmental policies and procedures align with our current
business. More information can be found in the sustainability
section on pages 26 to 61.
(e) The desirability of the Company maintaining a reputation
for high standards of business conduct
Genel Energy plc is a Jersey incorporated, UK tax domiciled,
Company listed on the London Stock Exchange. Our Code
of Conduct defines the values that capture the heart of the
Company’s spirit and ensure the Company maintains a strong
reputation for high standards of business conduct. Our 2024
Corporate Governance report illustrates how the Board and its
Committees have supported these business activities.
(f) The need to act fairly towards members of the Company
The Board of Directors aims to ensure that Genel behaves
responsibly toward our shareholders and treats them fairly
and equally, so they too may benefit from the successful
delivery of our plan. The Chair and Independent Non-Executive
Directors meet regularly in order to deliver on this responsibility.
More information on our relationship with shareholders can be
found in the Corporate Governance report.
Stakeholder engagement
24 Genel Energy Annual Report 2024
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 25
Sustainability
Sustainability report - a message from the CEO
Genel’s sustainability agenda is a fundamental
part of our strategy, and this will remain
unchanged as our business evolves. Over the
past two years Genel has undergone a
transition from a position where production
has been generated from both operated and
non-operated licences, to a business where - at
least for now - our production is met entirely
through our non-operated joint ventures.
This transition has brought a shift in how we
approach our sustainability challenges, though
crucially, has not diminished the importance
we continue to place on these challenges.
As an operator in the KRI much of Genel’s focus was on
managing environmental factors relevant to pre-production
activities, with a strong emphasis on addressing climate-related
risks through application of our GHG Management Standard.
More recently though, we have taken the opportunity to ensure
that our sustainability practices align with our current business
and moreover, can adapt in line with our future ambitions.
In 2024, this was demonstrated through the revisions we made
to our health and safety framework, where following a thorough
review of our Health, Safety and Environment Management
System an improved and more efficient approach has been
adopted, which continues to contribute to Genel’s established
governance structure. We also took the opportunity this year
to update our Diversity and Equal Opportunity Policy which
provides the formal foundation for our company culture.
2024 also provided valuable time to engage closely with our
operating partners and enabled a better understanding of their
own sustainability challenges.
We continue to make progress with our climate-related
disclosures in response to the TCFD recommendations and
as we observe the ESG regulatory landscape continuing to
develop, we welcome the transparency that this promotes.
In reading this report you will note that we have once again
integrated our sustainability reporting within this Annual
Report, and we continued to make sustainability disclosures
throughout the year. On this front, I am pleased to report that
Genel has maintained its CDP Climate score of B for the third
consecutive year.
In 2024 our social investment programmes were once again a
source of immense pride for me and my fellow senior leaders
in the business. The Genel20 Scholarship has made great
progress, as the scholars continued to demonstrate the potential
long-term positive impact of this programme for the KRI.
The scholarship was launched in 2022 to commemorate two
decades of investment in the KRI and will provide a university
education for 20 students from disadvantaged backgrounds
across the region. A highlight of the year for Genel was
meeting with the scholars, and I am pleased that two students
have chosen to share their stories from 2024 in this report.
We remain aware of the socio-economic challenges faced in the
regions of the world where we are present, and it is because of
this that our social investment initiatives will always form such
an important element of Genel’s business.
In Somaliland, following the success of Genel’s mobile medical
clinic which had been launched the previous year, we were
delighted to be able to continue this programme throughout
2024. Through the hard work and professionalism of our
in-country partners the programme has treated over 17,000
patients throughout the year. This project focussed on
improving healthcare provisions for the local communities in
the vicinity of the Toosan-1 drilling project, where limited or no
medical support is present. We also continued our community
engagement programme with host communities in Somaliland,
and as we look to Genel’s future operations in this region, we will
continue to value our engagement with local communities.
Genel has continued its commitment to the UN Global
Compact’s 10 Principles on human rights, labour standards,
environment and anti-corruption, and as our business
progresses over the coming year I remain steadfast to this
commitment. Moreover, as we explore business opportunities,
our sustainability practices will continue to be applied in our
due diligence of any new acquisitions. As we look to the future,
our commitment to environmental stewardship, engaging with
and investing in our host communities, and working as a socially
responsible and transparent business, remains at the core of all
Genel’s activities.
Paul Weir
Chief Executive Officer
26 Genel Energy Annual Report 2024
UN Sustainable Development Goals
The UN Sustainable Development Goals (‘SDGs’) are a collection of 17 global goals established by the United Nations, which
are intended to provide a ‘blueprint to achieve a better and more sustainable future for all’. The UN SDGs have always
provided valuable guidance to Genel and help provide the foundation to our responsible business and moreover, help Genel
make a tangible difference to the lives of people in the communities in which we operate. The relevance of these goals is
reviewed periodically as our business evolves, depending on our operating environment and regions of operation. Genel’s
current selected UN SDGs are provided below and described in greater detail on page 46 of this report.
2024 Sustainability highlights
Over $325,000
invested in
social projects
Over 17,000
treatments as part of
the Somaliland mobile
medical clinic
Zero LTIs across all
Genel operations with
over 4.5 million hours
worked incident free
39% of Genel’s
workforce have been
with the Company for
over a decade
Carbon Intensity
of 13.9 kg CO
2
e/bbl
CDP Climate score
of B
We were pleased to continue our commitment to the Communication on Progress under the United Nations Global Compact in 2024,
and the following chapter within this report expands further on our progress in addressing sustainability challenges as a responsible
business. To help navigate this report the Global Reporting Initiative (‘GRI’) Universal Standards, and the applicable Sustainability
Accounting Standards Board (‘SASB’) disclosure topics are provided on pages 56-61.
Genel Energy Annual Report 2024 27
Strategic report Governance Financial statements Other information
Genel completed a comprehensive materiality assessment in
2023 which allowed for engagement with a broad range of
stakeholders. This assessment included engagements with
host communities, employees, business partners, regulatory
authorities, non-government organisations (‘NGOs’) and the
investment community. Using the SASB industry-specific
material topics for Oil & Gas Exploration and Production as
its foundation, the exercise allowed us to understand the
sustainability priorities for each stakeholder. The scope of the
assessment comprised the following:
— Individual stakeholder interviews, completed with the
intention of understanding the views of Genel’s geographically
and functionally diverse stakeholders
— Executive Committee workshop for input from Genel’s senior
leadership team to assess the potential business impact of each
ESG topic
— Assessment of sustainability trends to ensure that emerging
trends were considered in the assessment of materiality
The objective of the materiality assessment was to characterise
the sustainability topics considered to be of most importance
to Genel’s stakeholders, and to determine which of these topics
could have most impact on Genel’s business performance.
The outcome of the assessment was a revision to Genel’s
sustainability strategy in line with the assessment findings.
Genel’s materiality matrix remains applicable to Genel’s current
business and is presented below. An appraisal of this matrix
will be included as part of the review of Genel’s sustainability
strategy in 2025, and updated if required.
Sustainability
Materiality: what matters most to Genel?
Understanding the materiality of our business has been key to shaping our sustainability
strategy, and to accurately reflect our materiality required meaningful engagement with
our stakeholders.
IMPORTANCE TO GENEL’S STAKEHOLDERS
IMPACT ON GENEL’S BUSINESS HIGHER
HIGHER
Social investments
GHG emissions
Human rights and modern slavery
Community engagement
Regulatory compliance
Crisis and emergency management
Business ethics
Health and safety
Supply chain management
Air quality
Water and wastewater
management
People and diveristy
Ecological impact
28 Genel Energy Annual Report 2024
Genel’s sustainability strategy
It is well established within Genel that an integrated sustainability strategy represents a
key component of our broader business strategy, as the two do not occur in isolation. Our
sustainability strategy provides a foundation for managing core sustainability topics within
Genel’s business-as-usual activities, while also providing a mechanism to respond to external
trends and Genel’s evolving business. The strategy is structured around Environmental,
Social and Governance (‘ESG’) elements that were identified in Genel’s materiality
assessment and that have been assessed to be most relevant to our business activities and
our regions of operation.
Vision
Genel aims to be a responsible contributor to the global energy
mix. In doing so, to be the creator of shareholder value as a
responsible business throughout the energy transition.
Foundation
The foundation of Genel’s strategy is built on the established
measures and controls in place at the subsidiary level to manage
sustainability risks. These are the business-as-usual processes
at Genel that form the bedrock of being a responsible business.
Each of the material topics identified have a corresponding
established mechanism to mitigate any potential risk and
enhance capabilities, where applicable.
Adaptability
Genel remains aware of the breadth of sustainability topics
that could potentially impact our business, and moreover
how the importance or severity of impact of these topics
may evolve over time. As such, Genel remains adaptable to
emerging sustainability trends, and bolstering existing measures
when required in response to external factors, or a change
in Genel’s activities. Structuring Genel’s ESG strategy in this
manner intends to provide a model that will evolve in line with
changes to Genel’s activities and in response to changes in the
sustainability landscape.
Application in 2025
Based on the material topics identified by Genel and its
stakeholders, and in the context of Genel’s current business, the
actions we intend to take to further our sustainability strategy
in 2025 will comprise a review of our emissions abatement
strategy to reflect our position as a non-operating partner, a
focus on continuing to develop our existing social investment
programmes, and ensuring that our sustainability strategy aligns
with our current business, taking into consideration the changes
that Genel has experienced in the past two years.
As such, Genel plans to review our existing strategy in 2025,
and as Genel’s business evolves in the future, the application of
this strategy will evolve with the needs and requirements of the
surrounding business environment.
E S G S T R AT EGY
VISION
Being a responsible business: to be a creator of
shareholder value as a responsible organisation throughout
the energy transition.
ADAPTABILITY
Given the dynamic nature of sustainability challenges
and as Genel’s business activities evolve, our
strategy allows for adaptability in order to respond to
current and emerging sustainability priorities.
FOUNDATION
At the foundation of Genel’s sustainability strategy
are the business-as-usual controls required
to address core sustainability challenges.
This approach ensures that sustainability is
integrated into Genel’s broader business strategy.
Genel Energy Annual Report 2024 29
Strategic report Governance Financial statements Other information
Environmental responsibility
The nature of our industry requires focus on a broad range of environmental factors, and
Genel’s commitment to being a responsible producer of natural resources throughout this
phase of the energy transition requires that we ensure appropriate measures are in place to
preserve the natural environment.
Genel acknowledges the risks represented by climate change
and the challenges that will need to be overcome as the world
navigates the necessary energy transition. We remain aware of
the critical role that our industry will contribute throughout this
transition, given that the energy needs of future generations
will be met by a mix of energy sources including conventional
oil and gas. On this front, Genel continues our support for
the recommendations of the Task Force on Climate-related
Financial Disclosures (‘TCFD’) and the transparency of climate-
related risks that this aims to promote. Genel has welcomed the
opportunity to provide responses to these recommendations
within this report. Moreover, reflecting the importance that
Genel assigns to climate-related risks, we have established
policies and procedures for assessing and managing these risks
throughout the business.
We also recognise the wider range of environmental factors
relevant to our industry beyond climate-related risks, and
because of this we have established a range of measures to
minimise our impact on the natural environment, as far as is
practicable. As such, our industry has a critical contribution to
make to this phase of the energy transition through responsible
energy production with a consistent focus on assessing and
mitigating environmental risks. This chapter aims to describe
Genel’s approach to managing these aspects, in consideration of
our environmental responsibility.
Climate-related risks
Genel recognises the risks represented by climate change as they
impact its business, and acknowledges the global challenges
represented during this period of the energy transition. The most
recent forecasts made by the International Energy Agency (‘IEA’)
in the 2024 World Energy Outlook acknowledges that oil will
continue to contribute towards the overall energy demand to
2050, albeit supplemented by a greater proportion of non-fossil
fuel sources. While the IEA predicts a variety of scenarios where
global energy consumption rises or falls by 2050, in all scenarios
this consumption continues to be met, at least in part, by oil
and gas. As such, the energy needs of future generations are
expected to be met by a mix of renewables, conventional oil and
gas, and other non-renewable energy sources. Accordingly, oil
and gas are accepted to remain as an essential part of the overall
energy supply mix required throughout the energy transition,
and it is in this context that Genel sees our role in contributing
to this supply as a socially responsible business. During this
period, Genel acknowledges the need to develop future assets
in a manner which focuses on a reduction in emissions while
also delivering a meaningful and positive impact in host
country communities.
Greenhouse Gas Emissions Management Standard
In reflection on the importance that Genel assigns to climate-
related risks, and specifically the management of emissions,
Genel’s GHG Emissions Management Standard was developed
and approved by the Board in 2020 and continues to provide the
foundation for assessing, managing, and ultimately reducing our
emissions profile. The Standard calculates a life-of-field carbon
budget which considers carbon limits under several climate
scenarios and represents the foundation of our ambitions for
managing and reducing emissions. This has been successfully
applied to Genel’s former operations in the KRI, in the appraisal
of Genel’s exploration assets, and during due diligence of
future acquisitions. Accordingly, we will continue to place the
management of GHG emissions at the forefront of our current
business, and our new business pursuits.
2024 GHG emissions profile
Genel reports Global Scope 1 and Scope 2 GHG emissions and
carbon intensity ratio in accordance with the requirements of
the UK’s Companies Act 2006, and The Companies (Directors’
Report) and Limited Liability Partnerships (Energy and Carbon
Report) Regulations 2018. In addition, Genel is reporting its
underlying energy consumption for 2024, the contribution
of UK operations to global energy consumption and GHG
emissions, and information relating to energy efficiency action,
in alignment with the additional requirements implemented as
part of the 2018 Regulations for Streamlined Energy and Carbon
Reporting. To allow for trend analysis, 2023 figures are also
presented. The methodology used for reporting follows guidance
provided in the 2015 GHG Protocol Corporate Accounting and
Reporting Standard.
Sustainability
30 Genel Energy Annual Report 2024
Scope 1 and 2 emissions
Since 2020 Genel has reported Scope 1 and 2 emissions on an
equity share control basis, and we have chosen to continue
to do so because we consider this to be the most transparent
representation of our emissions footprint. This was particularly
relevant in 2024, given that Genel’s production was met entirely
from non-operated assets. GHG emissions data from non-
operated assets are provided by our joint venture partners.
In 2024 Genel’s emissions data has been subject to independent
limited assurance by ERM Certification and Verification Services
Limited (‘ERM CVS’) for selected metrics, as presented in the
GHG emissions table above. The 2024 assurance statement
and Genel’s methodology for emissions reporting, which
follows guidance provided in the 2015 GHG Protocol Corporate
Accounting and Reporting Standard, will be provided on Genel’s
website upon completion of the assurance exercise.
Scope 1 emissions increased in 2024 due to increased production
compared with 2023, when production had been affected by
closure of the export pipeline. Our 2024 carbon intensity of
13.9 kgCO
2
e/bbl. represents a marginal increase from 2023,
though remains below the current target for industry average.
The reason for this performance is, in part, on account of the
ongoing success of the Associated Gas Injection (‘AGI’) project
in place at the Tawke PSC. For Genel’s non-operated production
asset in 2024, we can also report that flaring accounted for
approximately 65% of the total operated Scope 1 emissions, fuel
combustion for approximately 33%, process vents less than 1%
and fugitive emissions less than 2%.
Scope 3 emissions
In 2024 Genel has reported our Scope 3 emissions on an
operational control basis for the applicable categories within
our boundary of reporting. Additionally, we have continued
the precedent we set for ourselves since 2022 by equity-share
reporting for category 11 (use sold products). The rationale for
dual reporting category 11 being that this category represents
the overwhelming contribution to Scope 3 emissions in our
industry and so by extending the reporting boundary for this
single category allows for increased transparency in our Scope
3 emissions footprint. This was particularly applicable in 2024
given that all Genel’s production was met by our non-operated
joint ventures.
The reduction in reported Scope 3 emissions in 2024 reflects
Genel’s decreased operational activities, and subsequent
reduction in supplier engagement. The summary of Genel’s 2024
operational control Scope 3 emissions is shown below, alongside
Genel’s equity share for category 11.
2024 2023 2022
Scope 3 operational
control (tCO
2
e)
825 41,926 264,686
Scope 3 category 11
equity share (tCO
2
e)
3,108,944 1,950,970 4,757,588
GHG emissions (equity based)
2024* 2023
Global UK Global UK
Scope 1 emissions (tCO
2
e) 100,098 - 61,274 -
Scope 2 emissions (tCO
2
e) 52 4.3 259 9.4
Associated energy use (kWh) 92,908,093 20,996 84,881,821 45,670
Carbon intensity (kgCO
2
e/bbl) 13.9 - 13.6 -
* Subject to receipt of final figures from the Tawke PSC Operator
Summary of Genel’s Scope 3 emissions shown on an operational control basis, for 2024 and 2023.
Scope 3 emissions category Total emissions (tCO
2
e)
2024 2023
Category 1: Purchased goods & services 343 747
Category 2: Capital goods 229 266
Category 3: Fuel & energy related activities 54 391
Category 4: Upstream transportation & distribution - 226
Category 5: Waste generated in operations - 1,773
Category 6: Business travel 182 1,026
Category 7: Employee commuting 17 22
Category 9: Downstream transportation & distribution - 49
Category 11: Use of sold products - 37,426
Total scope 3 emissions (operational control) 825 41,926
Genel Energy Annual Report 2024 31
Strategic report Governance Financial statements Other information
GHG emissions reduction
It is acknowledged that the key contributor influencing our
GHG emissions profile is flaring, and because of this gas
management remains a primary element of Genel’s emissions
reduction strategy.
Genel is investigating ways to address this, and one example
of the steps we are taking is the Associated Gas Injection
(‘AGI’) project at the Tawke and Peshkabir fields, which we are
participating in alongside DNO, our joint venture partner and
operator of the Tawke PSC. Starting in 2020, Phase 1 of the
project captured produced gas from the Peshkabir field and
transported this gas, via pipeline, for reinjection at the Tawke
field to enhance oil recovery, thereby reducing flaring rates
across the Tawke PSC. Phase 2 of the AGI, began in 2023 and
allowed for capture and reinjection of the produced gas at the
Tawke field, thereby reducing flaring further. Since its inception,
the AGI project has saved approximately 2.3 million tonnes of
CO
2
e emissions from entering the atmosphere.
Further emissions mitigation at the Tawke licence has been
achieved in 2024 through a successful Leak Detection and Repair
(‘LDAR’) campaign in order to identify and quantify fugitive
emission in process equipment, and repair minor leaks identified.
Portfolio resilience
Genel is consistently reviewing its portfolio to assess its
resilience through the energy transition. We evaluate our
producing assets each year against common scenarios updated
annually by the IEA in their annual World Energy Outlook, with
the intention of assessing our business to ensure that our assets
remain competitive when stress-tested against variable carbon
taxes and oil prices. The scenarios selected are those that are
applicable to the regions in which Genel produces oil, and the
anticipated operational time horizon of these producing assets.
For the purpose of the analysis, we have applied a base case
scenario that assumes a Brent oil price of $75/bbl. and no
carbon tax, on account of our assets being located in areas
where carbon tax is currently not applicable. To this base
case, and under our existing cost structure, we apply the oil
price and carbon tax values presented in the IEA’s Announced
Pledges Scenario, with the time horizon for our analysis of 2035
corresponding with Genel’s time horizon for our existing assets.
The Announced Pledges Scenario is based on climate-related
commitments already announced and is therefore considered to
represent the lowest degree of uncertainty of conditions likely
to materialise.
Under the Announced Pledges scenario, it was calculated that
Genel’s margin would maintain its base case margin to 2030, and
thereafter erode to 87% by 2035. This helps demonstrate not
only the conservative nature of Genel’s base case, but also our
resilience to the conditions of this scenario. In order to extend
this analysis and scrutinise our business further, Genel has also
evaluated our business under a hybrid scenario, by applying the
oil price values of the Announced Pledges Scenario and blending
with the more stringent carbon tax variable presented in the
IEA’s Net Zero Scenario. Within this hybrid scenario, Genel’s
margin was calculated to erode to 98% and 85% respectively
between 2030 and 2035, against the base case margin. This has
helped indicate that fluctuating crude prices and punitive carbon
taxation will have a manageable impact on our margin, which
helps demonstrate the resilient performance of our business
during the climate-related changes anticipated throughout
the world.
Transparency and climate disclosures
This report remains the primary means for Genel to publicly
communicate its progress in managing climate-related risks,
and in doing so aims to demonstrate our commitment to our
role in the energy transition. Moreover, we also welcome the
opportunity to make public disclosures throughout the year with
established international sustainability organisations.
In 2024 we were pleased to maintain our CDP Climate rating of
B for a third consecutive year, which has helped demonstrate
the consistency of our commitment to managing climate-related
risks. Furthermore, we also continued our annual voluntary
environmental disclosure through The International Association
of Oil and Gas Producers (‘IOGP’).
Sustainability Environmental responsibility
CLIMATE SCENARIO ANALYSIS: IMPACT ON MARGIN BETWEEN 2030 AND 2035
100% 100%
Base case
$75/bbl
No Carbon tax
100%
87%
Announced pledges
$72-68/bbl Brent
$6/tonne carbon tax in 2035
98%
85%
Announced pledges with NZE carbon tax
$72-68/bbl Brent
$15-25/tonne carbon tax in 2030-35
2030 2035 2030
2035
2030
2035
32 Genel Energy Annual Report 2024
Climate-related risks and opportunities
Governance of climate-related risks
and opportunities
Identification, assessment and mitigation of climate-related
risks is incorporated into Genel’s wider business strategy and
specifically included within Genel’s formal risk management
process, and subject to regular review and updates
through Genel’s internal risk management working group.
Responsibility for the management of sustainability risks, and
monitoring of other climate-related topics are integrated into
Board oversight through the roles of the Chair, CEO, and CHRO.
Our CEO is an advocate for the prioritisation of sustainability
and with support from the ESG Manger, oversees the integration
and management of this throughout the organisation. The ESG
Manager, who reports to the CHRO, is responsible for the
implementation of our annual ESG workplan, and reports
climate-related matters, including Company performance, to the
Executive Committee on a quarterly basis.
Identifying climate-related risks
and opportunities
Genel keeps under continuous review the major risks to its
business, both routine and emerging, to which its operations
in all regions are exposed. Our risk management procedures
facilitate the identification of key risks and indicators, the
assessment and management of risks by designing and
implementing prevention and mitigation controls, and the
monitoring of these controls. Senior management review and
update the risk management process annually and keep the
risk register under regular review in the event of a change in
operations or to the business environment. During 2024 Genel
supported the overall identification, assessment and mitigation
of risks and opportunities through its internal risk working
group, and climate-related issues were included as a standalone
category within this process. This assessment aimed to identify
the relevant and material risks; both pertaining to the current
business and operating environment (routine risks) and to
potential future operations and environments (emerging risks).
While Genel’s risk management approach identifies climate
risks across the life-of-field of an asset, for the purpose of
classification we have defined short-term as one to three
years, medium-term as three to five years, and long-term as
five years and beyond. This timeline corresponds with our
financial planning, and by taking a life-of-field approach we can
proactively mitigate and manage climate-related risks while also
providing us with the foresight to take advantage of new future-
fit opportunities. Genel’s identified climate-related risks and
opportunities are summarised in the table below, with further
detail provided in Genel’s TCFD reporting on page 34.
Genel intends to undertake a review of these identified risks
and opportunities as part of our sustainability strategy review
in 2025.
Managing climate related risks
The Board conducts a robust assessment of the principal risks
facing the Company at least annually with a focus on those
risks that could impact our business model, strategy, solvency,
liquidity, future performance and reputation of the Company.
The Board also reviews and monitors the risk management
and internal control systems and each such review covers all
material controls, including financial, operational and compliance
controls. Genel’s risk management and internal controls includes
risk assessment; management or mitigation of risks, the use of
control processes, information and communication systems;
and processes for monitoring and reviewing the continuing
effectiveness of risk management and mitigation measures.
Genel’s risk management and internal control systems include
policies, corporate culture, and observing individual behavior.
Climate-related risk Time horizon Detail
Reputation
SHORT-TERM
Stakeholder and investor perceptions and expectations throughout the
energy transition, resulting in potential divestment.
Climate disclosures
Current regulation
Regulatory responses to climate and carbon abatement. Compliance with
current climate regulations, and sustainability regulations more broadly.
Acute physical
Water-related risks (availability of resources while operating in water scarce
regions). Event-driven, e.g., extreme weather events impacting Genel’s
assets, or Genel’s ability to mobilise to assets.
Market SHORT-MEDIUM
Fluctuating oil demand and price. Limited financing for fossil fuels having
implications on ability to raise capital.
Legal
MEDIUM-LONG
International changes to climate-related legislation impacting assumptions
in Genel’s current business model.
Technology
Availability and cost of technology to minimise carbon emissions (e.g.,
relating to gas management or alternative energy).
Supply chain
Availability of suppliers in regions of operation, and potential climate-
related impacts in supply chain (i.e. Scope 3 emissions).
Emerging regulation
Potential future climate-related regulation requiring carbon reductions or
abatement measures. Compliance with emerging climate-related and other
sustainability regulations.
Chronic physical LONG-TERM
Longer term climate changes beyond five years, potentially impacting
Genel’s regions of operation and reducing the potential regions for
future operations.
Genel Energy Annual Report 2024 33
Strategic report Governance Financial statements Other information
TCFD disclosures
Sustainability Environmental responsibility
Genel supports the recommendations of the
TCFD, which aim to increase transparency of
climate-related risks, and Genel welcomes the
opportunity to provide responses to these
recommendations as part of this report.
Genel has considered our ‘comply or explain’ obligation under
the UK’s Financial Conduct Authority’s UK Listing Rule 14.3.27,
as well as the TCFD’s guidance for All Sectors, and guidance
for Non-Financial Groups. Of the TCFD’s four recommendations
and eleven recommended disclosures, we consider that
the following disclosures are consistent with the TCFD
recommended disclosures:
— Governance recommended disclosures (a) and (b);
— Strategy recommended disclosures (a) and (c);
— Risk management recommended disclosures (a), (b) and (c); and
— Metrics and targets recommended disclosures (a) and (b).
During 2024, Genel has made progress in relation to the
recommended disclosures listed below, and has also identified
further actions to be taken over the next two years in order to
address, and ultimately make disclosures consistent with, the
recommended disclosures relating to:
— Strategy recommended disclosure (b); and
— Metrics and Targets recommended disclosure (c).
To address where Genel considers that our disclosure is not
currently compliant with the TCFD recommended disclosures, we
have provided a relevant action in the disclosures below, which
are intended to be progressed during 2025.
TCFD
Recommendation
TCFD
Recommended
Disclosures Genel response
Disclosure
level
Governance
a) Describe the
Board’s oversight of
climate-related risks
and opportunities
Processes and
frequency by which the
Board are informed
about climate-
related issues
Climate topics are included in Genel’s Board meeting agendas at
least once a year. However, the Board also receives more frequent
ad hoc upates throughout the year through the CEO who (alongside
other members of the Executive Committee) attends formal
quarterly ESG update meetings held by Genel’s ESG Manager.
In 2024 for example, these meetings included an evaluation of
Genel’s GHG emissions performance, and other pertinent climate-
related issues. The CEO then escalates relevant climate-related
information for the attention of the Board, as required.
Board consideration of
climate-related issues
when making decisions
The management of climate-related risks and opportunities is
incorporated into Genel’s corporate risk management process,
and as such, embedded into our wider business strategy.
Responsibility for the management of sustainability risks, and
monitoring of other climate-related topics is integrated into Board
oversight through the roles of the Chair and CEO. The Board
considers climate-related issues when reviewing and guiding overall
strategy, considering major plans of action, business plans and
budgets, and overseeing major capital expenditure or acquisitions.
Board monitoring
of progress against
goals and targets for
addressing climate-
related issues
Genel continued to include a climate-related element within the
ESG component of the Company’s annual performance score
in 2024, which allows monitoring of progress against climate-
related issues, with details of this process provided on pages 84-
92 of this report. Specifically, inclusion of the target to maintain
Genel’s current Carbon Disclosure Project (CDP) rating of B,
which was achieved in 2024. Genel’s GHG emissions performance
is monitored by the Board on at least an annual basis, and is also
applied in consideration of future acquisitions. For Genel’s joint
venture partnerships Genel monitors progress of climate-related
issues on an annual basis, including review of emissions profile
and performance against targets.
Disclosure level key
Disclosures consistent with
TCFD recommendations
Actions identified for consistency with
TCFD recommendations
34 Genel Energy Annual Report 2024
TCFD
Recommendation
TCFD
Recommended
Disclosures Genel response
Disclosure
level
Governance
b) Describe
management’s
role in assessing
and managing
climate-related risks
and opportunities
Organisational
structure, with internal
climate-related
responsibilities and
reporting duties
Genel’s Executive Committee, which is chaired by the CEO and
who ultimately reports to the Board, oversees implementation
of the approved sustainability strategy, which includes the
identification, assessment and management of climate-related
risks and opportunities. The Executive Committee is regularly
informed about climate-related issues through formal quarterly
updates from the ESG Manager. The ESG Manager’s responsibility
within the business is to collaborate with the applicable business
functions (e.g. Head of HSE or Asset Managers) on climate-related
issues, and report to the Executive Committee on these matters.
Processes of informing
management about
climate-related issues
The ESG Manager is responsible for developing and implementing
the annual ESG workplan, and formally reports directly to
Genel’s Executive Committee at least once each quarter. The ESG
Manager is also advised by external specialists to ensure Genel
remains informed of emerging climate-related issues relevant
to Genel’s business. For example, third-party consultants and
specialists have been engaged to provide guidance on emerging
climate-related disclosures and regulations, the results of which
remained applicable to Genel in 2024.
How management
monitors climate-
related issues
Information relating to, and communication of progress, in
relation to climate-related matters is conveyed by the ESG
Manager to the Executive Committee, and progress of the
annual ESG workplan is presented as part of this communication
throughout the year. This progress is, in turn, escalated to the
Board by the CEO. The ESG Manager receives information relating
to climate-related matters from a variety of different sources,
including third-party advisers where necessary, as well as
updates from internal teams on progress against climate-related
matters within Genel.
Strategy
a) Describe the
climate-related risks
and opportunities
the organisation has
identified over the
short, medium, and
long-term
Description of time
horizons of climate-
related risks and
relevant climate-
related issues
For the purpose of Genel’s assessment of climate-related risks and
opportunities, presented on page 33, short term is defined as one
to three years, medium term as three to five years, and long term as
five years and beyond. These timelines correspond with our financial
planning, and assist with proactively mitigating and managing
climate-related risks while also providing us with the foresight to
take advantage of any future opportunities.
Description of specific
climate-related issues
potentially arising in
each time horizon and
process to determine
material risks
and opportunities
Genel has conducted a high-level assessment of climate-related
risks across the time horizons described above, the results of
which are set out on page 33. Genel continuously reviews major
risks and opportunities to which its operations are exposed in
our respective regions of operation. This is achieved through
an internal risk working group, by leveraging local in-country
expertise specific to each region, and accumulative industry
knowledge. Climate-related opportunities realised in 2024 were
provided by the emissions abatement initiatives and technology
deployed at the non-operated Tawke licence, which included the
ongoing Associated Gas Injection (AGI) project and annual Leak
Detection and Repair (LDAR) surveys; both of which are detailed
on page 32.
Genel has also conducted a regulation applicability review to
inform the emergence of new climate-related risks or opportunities
which could be applicable to our business.
Genel Energy Annual Report 2024 35
Strategic report Governance Financial statements Other information
Sustainability Environmental responsibility
TCFD
Recommendation
TCFD
Recommended
Disclosures Genel response
Disclosure
level
b) Describe the
impact of climate-
related risks and
opportunities on
the organisation’s
businesses, strategy,
and financial planning
How climate-related
issues serve as an
input to their financial
planning process
Genel has considered the impact of climate-related issues on our
business, strategy, and financial planning and we acknowledge
that access to capital may be impacted by reputational concerns
as a result of climate-related issues. Expenditure on emissions
abatement projects at Genel’s non-operated assets is now
considered within Genel’s annual budgeting process, and is now
reflected in the valuation of assets in Genel’s accounts. However,
we acknowledge that we do not currently fully integrate the
potential impact of climate-related risks and opportunities in our
financial planning.
TCFD compliance action: as part of Genel’s review of its
sustainability strategy during 2025, an appraisal of the relevant
and material physical and transition related climate risks
and opportunities in the context of our current and emerging
business is expected to be undertaken. This appraisal is intended
to include an evaluation of the relevant risks and opportunities
applicable to Genel’s current business and geographic regions
of operations, and the potential impact on Genel. In continuation
of the progress made in 2024, Genel intends to consider the
outcome of this appraisal with respect to Genel’s future financial
planning process.
Impact on strategy,
business, and
financial planning
Genel’s GHG Emissions Management Standard, as described
on page 30 of this report, underpins Genel’s approach to
incorporating climate-related risks and opportunities, and ensures
they remain integrated in our broader strategy and financial
planning. The Standard calculates a life-of-field carbon budget
which considers carbon limits under several climate scenarios.
The intention of the Standard is to understand life-of-field carbon
emissions, to seek opportunities to reduce carbon emissions,
maintain low carbon intensity, and to embed a culture of assessing
and mitigating climate change risks into our business activities.
This has been applied to exploration and production assets, and
implementation of the Standard informs strategic and financial
decisions in relation to potential new acquisitions.
Impact on supply chain Genel’s 2024 Scope 3 emissions are presented on page 31 of this
report and the intention of assessing our supply chain in this
manner is to monitor its emissions profile in order to understand
any trends or necessary changes required from our supply chain
engagements. Moreover, Genel has developed an ESG supply
chain roadmap which provides the steps required to encourage
engagement with contractors to increase awareness of ESG risk
with their own operations.
Impact on acquisitions
or divestments
Genel’s climate scenario analysis, shown on page 32, allows
Genel to assess the resilience of our business under a range
of climate scenarios. Moreover, Genel’s GHG Emissions
Management Standard is also applied to any of Genel’s potential
new acquisitions, to understand potential climate-related risks
associated with these acquisitions (e.g., the requirement of
emissions abatement measures in order to align with Genel’s GHG
Management Standard).
Impact on
adaptation and
mitigation activities
Genel’s emissions reduction efforts focus on effective design,
efficient operations, and responsible energy use, so that Genel’s
asset development plans are sustainable from both an economic
and a climate perspective. The key contributor influencing
our GHG emissions profile is flaring and because of this, gas
management remains a primary element of Genel’s emissions
reduction strategy. We are exploring opportunities to address
this. An example of this is that with our joint venture partner
and operator of the Tawke PSC, DNO, Genel has been part of
a successful gas injection project in the KRI. Since 2020, the
project has successfully captured over 2.3 million tonnes of CO
2
e
from operations at the Tawke licence.
36 Genel Energy Annual Report 2024
TCFD
Recommendation
TCFD
Recommended
Disclosures Genel response
Disclosure
level
c) Describe the
resilience of the
organisation’s
strategy, taking
into consideration
different climate-
related scenarios,
including a 2°C or
lower scenario
Description of the
resilience of Genel’s
strategy to climate
related risks and
opportunities, taking
into consideration
different climate
related scenarios
Genel evaluates its producing assets each year against common
scenarios updated annually by the IEA in their annual World
Energy Outlook, with the intention of assessing our business to
ensure that our assets remain competitive when stress-tested
against variable carbon taxes and oil prices. To an established
base case and under our existing cost structure, we apply the oil
price and carbon tax values presented in the IEA’s Announced
Pledges Scenario, which is based on climate-related commitments
already announced, and is therefore considered to represent the
lowest degree of uncertainty of conditions likely to materialise.
However, in order to extend this analysis and scrutinise our
business further, Genel has also evaluated our business under a
hybrid scenario, by applying the oil price values of the Announced
Pledges and blending with the more stringent carbon tax variable
presented in the Net Zero Scenario.
Under the Announced Pledges Scenario, it was calculated that
Genel’s margin would maintain its base case margin to 2030, and
thereafter erode to 87% by 2035. Under the hybrid scenario,
Genel’s margin was calculated to erode to 98% and 85%
respectively between 2030 and 2035 compared to the base case
margin. This has helped indicate that fluctuating crude prices
and punitive carbon taxation will have a manageable impact on
our margin, which helps demonstrate the resilient performance
of our business in a world impacted by climate-related issues.
Further details of the scenario analysis is set out on page 32 of
this report.
Adapting
our strategies
The scenario analysis is repeated on an annual basis by Genel,
and the results of our climate scenario analysis are intended to
aid decision making, with respect to Genel’s broader strategy.
Genel will continue to enhance our climate scenario analysis and
use the results to inform decision making of our broader strategy,
and crucially, in consideration of new business acquisitions.
Risk management
a) Describe the
organisation’s
processes for
identifying and
assessing climate-
related risks
Description of process
for identifying and
assessing climate-
related risks
Identification of climate-related risks follows the processes
described in Genel’s risk management framework, which is
presented on pages 16-18 of this report. In summary, Genel’s
approach involves the following:
— The Board and Executive Committee identify potential risks
that may impact delivery of the Company’s strategy and
business objectives
— The resulting Principal Risks form the framework for
Genel’s risk management. In 2024, climate-related risks are
included under the Principal Risk of ‘Environmental, Social,
Governance Expectations’
— The identified Principal Risks (including climate-related risks) are
regularly monitored throughout the year by Genel’s risk working
group to ensure the assessment remains valid and fit for purpose
— Genel’s Principal Risks are reviewed, and updated if needed,
every year
Once climate-related risks have been identified, the impact
of these risks are assessed by evaluating existing mitigation
measures. Based on this assessment, Genel designs and
implements controls to mitigate any residual potential impact.
The size and potential scope of the impact of climate-related
risks, and control measures, are managed at Genel by the ESG
Manager, through development of the annual ESG workplan and
Genel’s risk working group. The outcome of this assessment is
shared with the Executive Committee, which in turn raises these
matters, when applicable, with the Board.
Genel Energy Annual Report 2024 37
Strategic report Governance Financial statements Other information
Sustainability Environmental responsibility
TCFD
Recommendation
TCFD
Recommended
Disclosures Genel response
Disclosure
level
a) Describe the
organisation’s
processes for
identifying and
assessing climate-
related risks
(continued)
Current and
emerging
regulatory
requirements
Following identification of climate-related risks, Genel also
monitors the evolution of these risks to assess whether
the existing management controls remain appropriate in
consideration of the evolution of the risk, or changes to Genel’s
business. In order to position itself to be able to integrate
future regulations into our broader strategy, Genel engaged an
independent third-party to undertake a regulation applicability
review in 2023. The purpose of the engagement was to
understand the emerging sustainability regulations that will be
applicable to Genel’s business. The review remained relevant
in 2024 and provides Genel a reference to map the timeline of
future regulatory requirements.
b) Describe the
organisation’s
processes for
managing climate-
related risks
Process of managing
climate-related risks
Climate-related risks are considered under ESG risks and the
risk owner is the CEO, who is a member of the Board. The CEO
is supported by the ESG Manager who develops the annual
ESG workplan which includes relevant climate-related risks.
The progress of the workplan is communicated through periodic
updates to the Executive Committee, and in turn, to the Board.
For each identified risk, the Board sets clear executive-level
accountability, the appropriate risk management action, the
appropriate level of assurance to be obtained, and the monitoring
and reporting to be implemented.
The materiality of climate-related risks to Genel’s business is
assessed periodically through a materiality assessment, which
involves obtaining the views of Genel’s stakeholders on the
relevance of climate-related issues in the context of broader
sustainability topics. On account of the evolution of the business
since 2023 Genel’s materiality assessment for climate-related
risks is intended to be reviewed in 2025.
c) Describe how
processes for
identifying, assessing,
and managing
climate-related risks
are integrated into the
organisation’s overall
risk management
Our integration of
climate-related risks
The process of identifying and assessing climate-related risks
is integrated within Genel’s established risk management
framework, which has ultimately resulted in climate-related
risks being captured under the Principal Risk of ‘Environmental,
Social, Governance’ expectations. The risk owner for climate-
related risks is the CEO, who is supported by the ESG Manager.
This allocation of responsibilities allows for the assessment of
climate-related risks to be integrated into Genel’s broader risk
assessment and risk management discussions with the Executive
Committee and Board. The identified climate-related risks are
managed through implementation of the ESG strategy and
supported by the annual ESG workplan, and has been designed
to allow Genel to adapt to emerging climate-related trends
while also responding to changes in Genel’s business activities.
Physical climate risks applicable to Genel are identified through
internal workshops with Genel’s Risk working group and Genel’s
Executive Committee, and supplemented by external advisory
support when required.
38 Genel Energy Annual Report 2024
TCFD
Recommendation
TCFD
Recommended
Disclosures Genel response
Disclosure
level
Metrics and targets
a) Disclose the
metrics used by the
organisation to assess
climate-related risks
and opportunities
in line with its
strategy and risk
management process
Metrics used to
assess the impact
of climate-related
risks, and metrics
used to monitor and
progress against risks
and opportunities
Scope 1, Scope 2, and Scope 3 GHG emissions (tonnes CO
2
e)
are presented on page 31 of this report. Genel also reports and
monitors trends of the following climate-related metrics which
are disclosed on page 54 of this report: methane emissions
(tonnes CO
2
e), carbon intensity (kgCO
2
/bbl), and flaring intensity
(kgCO
2
/bbl). Genel’s emissions are calculated in line with the
GHG Protocol and our Scope 1, Scope 2 and carbon intensity
figures are subjected to assurance from an accredited third-party
assurance provider. In relation to water-related climate risks, we
report freshwater withdrawals and produced water reinjected
(cubic meters) and in 2024 we received a score of B for our CDP
water disclosure.
TCFD improvement action: As Genel reviews material physical
& transition related climate risks and opportunities in the
context of recent changes to Genel’s business, we intend to
establish additional metrics, if applicable, to enhance the
monitoring of climate-related risks and opportunities.
Board or
senior
management
incentives
Sustainability has been integrated into the incentives of all
Genel employees, including Executive Directors and Senior
management, through inclusion of the ESG performance in
Genel’s corporate scorecard. ESG KPIs within the scorecard
include maintaining climate-related external ratings, which in
2024 required maintaining a CDP score of B. The outcome of the
ESG workplan continues to be embedded in the remuneration
schemes for all employees by representing a percentage of the
total annual bonus.
Integration of internal
carbon price to assess
climate-related risks
Genel’s latest climate scenario analysis is presented on page
page 32 of this report and applies the oil price and carbon tax for
the Announced Pledges Scenario provided by the IEA, in addition
to a hybrid scenario with more stringent carbon tax rates.
In 2024 Genel has applied a maximum carbon price of $25/tonne
in our scenario analysis.
b) Disclose Scope
1, Scope 2, and, if
appropriate, Scope 3
greenhouse gas (GHG)
emissions, and the
related risks
Scope 1 and Scope
2 emissions
Scope 1 and Scope 2 are reported by Genel on an equity share
basis and the Company’s 2024 emissions are presented on page
31 of this report.
Scope 3 emissions The applicable categories for our Scope 3 emissions are
presented on page 31 of this report. Genel reports Scope 3
emissions on an operated control basis, with the exception of
category 11 (use of sold products), which is reported both as
equity share and operated control.
Historical
emissions reporting
To enable a year-on-year comparison Genel has provided
emissions from the previous year within this report for our
equity share Scope 1, Scope 2, and total operated control
Scope 3 emissions. Genel has reported Scope 1 and Scope 2
emissions on an equity share basis since 2020 and furthermore
since this time, we have subjected our Scope 1 and Scope 2
emissions to assurance from an independent accredited third-
party assurance provider. Each of Genel’s previous Annual and
Sustainability Reports, containing this information can be found
on Genel’s website.
c) Describe the
targets used by
the organisation to
manage climate-
related risks and
opportunities
and performance
against targets
Details of climate-
related targets
absolute or
intensity targets.
Genel reports absolute emissions and the carbon intensity of our
portfolio assets on an equity share basis, with our portfolio being
assessed against the life-of-field carbon budgets outlined in the
GHG Emission Management Standard. Genel has also strived for
a portfolio carbon intensity below upstream industry average,
which we continued to maintain in 2024.
TCFD compliance action: as Genel’s business evolves, we
intend to consider additional meaningful targets that align with
reviewed climate-related risks and opportunities. This has been
included for action in Genel’s 2025 ESG workplan, specifically
as assessing potential opportunities of minimising emissions as
a non-operator.
Genel Energy Annual Report 2024 39
Strategic report Governance Financial statements Other information
In acknowledgment of increased pressure on natural
ecosystems, Genel’s approach to environmental management
focuses on reducing resource and water use, managing waste,
preventing pollution, maintaining air quality, and the protection
of biodiversity. Accordingly, our approach comprises the
following pillars:
— Environmental Social
Impact Assessments
— Prudent water management
— Robust waste
management practices
— Spill response preparedness
— Continuous air quality monitoring
— Protecting biodiversity
Environmental Social Impact Assessments
(‘ESIAs’)
The ESIA process has long provided the basis to Genel’s
environmental due diligence and helps to protect both the
natural and the built environment. Specifically, an ESIA
will precede any development activities in order to identify
potential impact from said activities and, crucially, will detail the
necessary actions required to mitigate this impact.
This process forms an essential part of our business-as-usual
operational practices and broadly includes the following:
— Stakeholder engagement: an opportunity for prior and
informed discussion with potentially affected stakeholders in
advance of project approvals
— A baseline assessment: to establish the environmental
and social baseline conditions prior to the presence of
any activities
— Impact assessment: to assess the scope and scale of
development activities and the potential impact to the baseline
environmental and social conditions
— An Environmental and Social Management Plan (‘ESMP’):
developed to monitor and respond to the potential
environmental, social and human rights impacts identified in
the ESIA
— A grievance mechanism: to provide local affected
communities with an avenue to voice grievances that may
arise, associated with any project activities
By undertaking ESIAs in this manner allows us to meet demands
from local host governments and communities and preserve the
integrity of the environment and the communities in the areas
in which we operate. Genel follows the guidance provided by the
International Finance Corporation (‘IFC’) throughout this process
and we pride ourselves on application of these best-practice
international standards, which will remain at the core of our
social and environmental responsibility.
During 2023 Genel completed an ESIA in relation to the
Somaliland exploratory well at block SL10B13 in Somaliland.
This assessment resulted in development of the project’s ESMP,
which continued to be applied in 2024 through the ongoing
community engagement activities. The existing ESIA will be
applied to all applicable future work relating to exploration
activities in Somaliland, and updated in the event that
conditions necessitate.
Sustainability Environmental responsibility
Managing the natural environment
A common thread throughout the lifecycle of all Genel’s activities is our focus on managing
the natural environment, which fittingly forms a key part of Genel’s sustainability strategy.
Genel acknowledges the critical importance of preserving the natural environment, and of the
importance of conducting our business in such a way that minimises any potential adverse
impact to the environment. While our operational activities have reduced over the past two
years, we maintain the principles of environmental management that have been embedded
in our business, and which are applied in equal rigour to our exploration activities and in the
assessment of potential new acquisitions.
40 Genel Energy Annual Report 2024
Water management
In acknowledgement of the progressively increased focus on
global water resources, and with an appreciation of the water-
restricted regions in which Genel is present, water management
forms a key priority of our commitment to environmental
responsibility. This commitment considers not only our water
use but also our responsible water disposal. As activities in
Somaliland develop, we will take the opportunity to bolster
our existing water management practices to ensure that these
can adapt to the dynamic and unique operating conditions of
this region.
Water management remains a key priority for Genel as we
continually strive for incremental improvements. In reflection
of our ongoing efforts on this front we took the opportunity in
2024 to update our approach to water management within the
revisions made to the HSE Management System, and we were
also pleased to increase our CDP Water Security rating to B.
Waste management
Genel has established robust operational waste management
practices which are applied to all exploration activities and
had previously been applied to our operated pre-production
assets in the KRI. These practices are acknowledged to
represent a fundamental part of minimising any impact to
the natural environment, and form part of Genel’s business-
as-usual practices. Elements of Genel’s established approach
includes waste segregation, on-site waste treatment, and
responsible disposal of drill cuttings and fluids at appropriate
licenced facilities.
As our operational activities in Somaliland increase, Genel’s
ambitions will be to implement waste management practices and
establish a waste management supply chain that will meet the
high standards which we have previously achieved.
Spill response capability
Genel recognises the potential risk represented by spill events
within our industry, and because of this we maintained tier 1 and
2 oil spill response capability for the entire period of operating
in the KRI. While the significance of this risk has decreased
proportionally with the reduction in Genel’s operated activities,
we acknowledge that this will be scaled up accordingly as our
business develops.
Air quality
The importance of air quality has always formed a key element
of Genel’s environmental management practices when previously
operating in the KRI, which considered not only the nearby
communities but also our site personnel. This same standard
was applied during our Somaliland operations, and the robust
site practices we have developed - and which form part of our
revised HSE Management System - will be applied for all future
exploration or production operated activities.
Protecting biodiversity
The important role that biodiversity plays in supporting the
natural environment is not underestimated by Genel, and
this was formally embedded in Genel’s business with the
development of our Biodiversity Management Standard in
2022. This Standard defines the approach to be taken by Genel
in relation to the assessment, mitigation and management of
biodiversity issues and impacts relating to all our activities.
Central to our approach to biodiversity management is the
development and implementation of a biodiversity management
plan during any ESIA phase. This provides a framework for
managing project-specific risks related to biodiversity, and
details the necessary measures required to mitigate these risks.
This has most recently been applied in our Somaliland operations
with the civil infrastructure work completed in 2023 and will be
applied with equal force to in all Genel’s future activities, and in
our assessment and viability of future acquisitions.
Genel Energy Annual Report 2024 41
Strategic report Governance Financial statements Other information
Social responsibility
Genel’s commitment to being a responsible business extends to our interactions with the
people who could potentially be impacted by our business. This includes the host communities
of the regions in which we operate, our own workforce safety, our wellbeing and working
conditions, and also that of our supply chains. This chapter provides a summary of the
measures in place at Genel to address these topics and also details some of the activities to
have taken place throughout 2024 which demonstrate our social responsibility.
People and diversity
The talent and commitment of Genel’s dedicated and experienced teams have always
provided the foundation to Genel’s results and performance. Furthermore, the diversity of
our workforce contributes to our company culture and remains a key source of pride to the
business. Our employees share the values and ambitions of our socially responsible business,
and we remain acutely aware that the success and growth potential of our business relies on
retaining and attracting the best global talent.
In 2024, Genel was required to adjust our workforce to align
with changes to our business, while maintaining the skills and
knowledge required to take the business forward. On account
of these changes, our Diversity and Equal Opportunities Policy -
which is delivered to all employees, staff and contractors at the
start of their employment - was revised during 2024 to ensure
this remains aligned with our current business.
Workforce diversity
Genel is committed to the promotion of gender and cultural
diversity in our workforce, and our global footprint has resulted
in a diverse and collaborative workforce. This remains as one of
our key strengths, and by encouraging an inclusive workplace
allows Genel to draw from a greater range of views and opinions
to support delivery of our strategy. Our broad geographical
reach was represented by nine different nationalities in 2024
and Genel’s diversity was reflected in the demographic of our
workforce, with 7 6 people employed across four regional offices;
with 28 employees in Turkey, 22 in London, 25 in Somaliland and
a single employee in the KRI.
Additionally, Genel values the continuous promotion of women
into leadership positions across all levels of the Company, with
women representing 29% of our total workforce, making up 17%
of Board positions, 20% of the Executive Committee, and 14%
of management positions in 2024. We made five new employee
hires in 2024, comprising one woman and four men.
Diversity and Equal Opportunities Policy
Genel is committed to promoting equality of opportunity for all
staff members and job applicants. We aim to create a working
environment in which all individuals can make the best use
of their skills, free from discrimination or harassment, and in
which all decisions regarding recruitment, promotions, training
opportunities and remuneration are based solely on merit.
In reflection of this commitment, we have developed a formal
structure to provide guidance to current and new employees.
The foundation of this structure is Genel’s Diversity and Equal
Opportunities Policy, which was revised in 2024 to ensure that
it adequately reflects the broader business environment and
Genel’s evolving organisation. This Policy helps support our
commitment to diversity, with training on this being delivered to
all employees at the start of their employment. The Policy details
diversity factors which are crucial when building an effective and
talented workforce throughout the organisation. The application
of this policy aims to ensure that every employee, regardless
of their background, is valued and is provided with equal
opportunities for professional growth, free from discrimination
or harassment. The Policy is available on our website.
Employee benefits
Genel is committed to providing a competitive compensation
package and this is benchmarked through annual market reviews
which enable the Company to attract and retain the highly skilled
talent required for Genel to pursue its ambitions. These market
reviews collect data from expert external consultancies to
analyse and compare each position’s level and pay.
Our recruitment and salary review processes ensures that
we make hiring and promotion decisions based on merit and
wherever possible, Genel provides competitive industry pensions
in our regions of operation with contributions that are shared
by both the employer and employee, to contribute to future
financial planning.
Hybrid working
Genel continues to promote its hybrid working model at all our
corporate offices. This provides flexibility to our employees and
aims to support a work-life balance that emphasises the need
to manage work and personal commitments. Moreover, we are
aware that this way of working is becoming a progressively
important factor in attracting and retaining talent.
Maternity and paternity allowances
Genel provides parental leave policies in each location, and these
are designed to facilitate flexibility for both men and women.
Moreover, Genel’s shared parental leave Policy, allows for
extended paternity leave to be taken as part of shared allocation,
if requested.
Sustainability
42 Genel Energy Annual Report 2024
Nationalities represented in Genel
Employee nationality
American 1
British 19
French 1
Iranian 1
Iraqi 2
Irish 1
Norwegian 1
Somali 23
Turkish 27
Total 76
Where are our teams based
Office location
Erbil, Iraq 1
Istanbul, Türkiye 28
London, UK 22
Odewayne West, Somaliland 11
SL10B/13, Somaliland 14
Total 76
Employee wellbeing
In acknowledgement of the critical role our workforce
contributes to our overall performance, we recognise that
the wellbeing of our employees is a key component of Genel’s
success. In 2024, Genel took the opportunity to refresh our
wellbeing programme, with a series of initiatives focussing on
physical and mental wellbeing.
Employee health and fitness to work
An element of Genel’s focus on employee wellbeing is detailed
in the IOGP guidance for ‘fitness to work’. This provides a
structured process for systematic identification, assessment and
management of risks associated with tasks that place specific
demands (physical and psychological) on employees. To further
enhance the wellbeing of our workforce, where appropriate we
ensure that our workforce has access to non-occupational health
services through medical insurance plans, tailored to the specific
locations in which we operate.
The revisions made to Genel’s fitness to work programme in
2024 are detailed on page 44 of this report.
Employee performance
It is no secret to Genel that our performance and our potential
to realise future ambitions relies on the collective performance
of our employees. We are also aware that our employees rightly
demand a transparent pathway for their career progression.
In acknowledgement of this, Genel’s performance management
process provides a structured platform for every employee to
discuss career development with their direct managers, and to
evaluate personal performance throughout the year.
Our focus on talent is reinforced by our Talent Management
Process: TalentMAP (Measuring Ability and Potential).
This process helps us identify areas where we can further
support employees to maximise their value and impact in
achieving our organisational goals.
In line with our commitment to nurturing a skilled and capable
workforce, we have also developed the SEED programme
which is designed to enhance skills and competencies for every
individual within the organisation. By aligning with organisational
strategies and goals, SEED provides learning and development
opportunities, including professional and technical training,
leadership development, safety, well-being programs, and
insights tailored to individual needs.
Managing Genel’s workforce
Genel was required to manage its workforce in 2024 to align with
the challenging business conditions experienced, and to ensure
it remained fit for purpose. The reduction in workforce applied to
contractor and full-time employees and the decision to do so in
each case was taken after thorough and prudent consideration.
This process was undertaken through consultation with
affected employees and in line with the relevant jurisdictions.
While various circumstances during this period have resulted
in the need to reduce our workforce, we have done so while
maintaining a core of key staff and capabilities to deliver Genel’s
strategy. This fluctuation in our workforce has demonstrated
our ability to contract and expand our workforce as business
conditions dictate, while preserving a central team structure
which is able to respond to future changes.
Despite the operational challenges experienced in 2024
Genel maintained single digit voluntary turnover for a fourth
consecutive year. We are also pleased to see a continued
longevity of service for full-time staff, with 56% of Genel
employees staying with the Company for more than five years,
and 39% for over a decade. A small proportion of Genel’s
workforce are employed on a part-time basis and we ensure
that these individuals receive the same benefits, support, and
opportunities as full-time employees.
A voice to all employees
Genel has worked hard to foster a culture of openness and
accountability throughout our workforce, to ensure that the
opinions and views of our employees are heard and acted upon.
In order to encourage continuous improvement, Genel promotes
openness and collaboration at all levels of the business, through
both informal and formal channels. The formal framework to
enable this remains our Whistleblowing and Grievance Policy
which is described in more detail on page 50 of this report.
The informal avenues to achieve this at Genel include the
defined line reporting structure that provide access to senior
management and members of Genel’s Executive Committee
for all staff. Additionally, periodic Townhall meetings were
held throughout 2024 which provided all staff with updates on
business activities. These meetings were chaired by Genel’s CEO
and provided an opportunity for employees to raise questions
with Genel’s Executive Committee.
Genel Energy Annual Report 2024 43
Strategic report Governance Financial statements Other information
In 2024, the changes experienced at Genel warranted an update
of our formal framework for managing health and safety, to
ensure this remains aligned with our current business and fit
for our future ambitions. This included a revision of our Health,
Safety and Environment Management System (‘HSE MS’) which
provides the framework for our approach to, and management of
health and safety.
In reflection of our focus on managing HSE risk, no LTIs were
recorded in 2024, meaning we have achieved over four-and-a-
half million work hours since our last LTI, which occurred in 2021.
HSE Management System review
In order to ensure that our HSE MS remains fit for purpose in
the context of recent operational and organisational changes
to the business, we took the opportunity in 2024 to revise our
established system. The HSE MS provides the framework and
documentation required to effectively manage the health, safety
and environmental risks associated with Genel’s business.
A thorough review of the inventory of Policies, Standards
and Procedures within the HSE MS was completed in order to
reconcile those that remained relevant and those that could be
retired or mothballed. Furthermore, a review of each document
assessed to be applicable to Genel’s current business was
completed and revised where needed. Given the importance of
this project, the HSE MS review underwent a Level 2 (internal)
audit and was supported by an external specialist to ensure the
updated HSE MS was fit for purpose.
Incident investigation
Our investigation procedure within the HSE MS was reviewed and
reconciled in 2024, maintaining alignment with industry best
practices. Incident reporting continues to be centralised through
the online Synergi-Life system, enabling effective trend analysis
and review of mitigations controls.
Sustainability Social responsibility
Health and safety
Genel’s focus on health and safety permeates every element of our business, and the
culture of safe working practices we have embedded throughout our organisation underpins
everything we do. Irrespective of any changes to our business activities or our operating
environment, our focus on health and safety remains unchanged.
2024 HSE progress
The table below details the progress of Genel’s HSE workplan in 2024.
Safety leadership
Genel’s safety culture is driven by our top-down approach to health and safety, whereby safety leadership sets the precedent for the entire organisation.
Because of this, Genel places great value on the safety leadership tours that occurred throughout 2024. Genel established a KPI in 2023 for both the Genel
Executive Committee and senior management, to demonstrate Genel’s commitment to safety and compliance, and Genel’s leadership team surpassed the
2024 KPI.
HSE engagement
A key factor which supports cementing health and safety considerations in Genel’s day-to-day activities is the engagement with our workforce.
Throughout 2024, Genel conducted all-staff quarterly HSE engagements which covered a range of topics relevant to Genel’s current business including
driving safety, security and safety considerations while travelling, personal ergonomics and other personal health and wellbeing topics. These sessions
were supplemented by Genel’s quarterly HSE reports which provided details to all staff of Genel’s HSE performance, as well as sharing HSE information
from our operating partners.
Fitness to work
Genel prioritises the health and safety of its staff through comprehensive medical fitness-to-work protocols. These protocols aim to identify and address
any physical or psychological issues that may impact job performance or represent potential risks to employees, and that ensure compliance with statutory
health surveillance requirements. In 2024, we enhanced these measures by aligning with IOGP guidance for ‘fitness to work’ and updated our structured
process for systematic identification, assessment and management of employee fitness to work. This included tailored medical traveller questionnaire,
risk mitigation strategies, and partnership with approved medical service providers in key operational regions to support employee wellbeing and
operational efficiency.
Additionally, we conducted health awareness sessions for employees on key health topics and continued to share important health and safety alerts,
reinforcing our commitment to fostering a well-informed and health-conscious workforce.
As an agile business operating in dynamic environments, this guidance continued to be a valuable tool to meet staffing requirements, and also continued to
be an integral part of assessing staff welfare. This process comprises the following:
— Fitness to work processes and systems
— Risk assessment process to focus on what needs to be accomplished
— Legal constraints on what can and cannot be done in certain jurisdictions
— Medical control options such as fitness to work tests and examinations, functional capacity evaluations, trade tests, and special considerations
44 Genel Energy Annual Report 2024
Safety risk mitigation and control
Genel recognises the high-risk nature of the activities associated with our industry and it is for this reason that we apply the necessary
mitigation measures proportional to the relevant risks. We continue to implement the hazard identification and risk management
process which remains a foundation of Genel’s approach to Health and Safety management. Similarly, the hierarchy of controls allows
Genel to minimise identified risks to as low as reasonably practical.
Emergency response effectiveness
Genel has established emergency response and crisis
management processes and plans in place, which align with
Genel’s current business. In 2024, we conducted role-based
trainings and simulation exercises focussing on road traffic
accidents, and abduction, kidnap and hostage taking scenarios.
These trainings were conducted for business support staff,
in-country incident management teams, as well as Genel’s
senior management who have overall responsibility for crisis
management. The training was supported by third-party
specialists and included revised procedures to manage this risk.
Genel’s office-based staff also received first aid and fire marshal
training to ensure readiness for potential emergencies that may
materialise in the office environment.
HSE assurance
Assurance activities at Genel are considered to be a critical part
of the Health and Safety function, and involve evaluating the
compliance, capability and effectiveness of systems, operations
and processes. Feedback from these assurance activities
provides valuable input for Genel’s senior management team to
aid informed decision-making. Additionally, assurance processes
are designed to be constructive, actively contributing to business
performance improvement.
Genel has adopted a risk-based assurance process to evaluate
conformance against the HSE Management System in order to
identify areas for continual improvement. Further details of the
HSE audit activity in 2024 is provided below:
— Level 1 audits are conducted by Genel field staff or in-country
personnel to audit Genel or contractor personnel and are
closely monitored by on-site HSE teams. This ensures a focused
examination of operational practices, against compliance with
specified requirements
— Level 2 audits are undertaken by Genel’s management team,
with a particular focus on high-risk or material activities.
This strategic oversight by leadership not only reinforces the
commitment to stringent safety standards but also provides
a comprehensive evaluation of critical aspects within the
organisation. In 2024, two Level 2 audits were undertaken
as follows:
— As part of Genel’s exit from Sarta, a programme of
decommissioning work was completed at the former Early
Processing Facility (‘EPF’). The works was subject to a Level
2 Audit to ensure that the contractor was following the scope
of works, and all activities were completed in a safe manner.
The audit was completed through a combination of field
presence and remote oversight
— The HSE MS revision completed in 2024 was subject to a Level
2 audit. The audit allowed critical review of the work completed
and the outcome of audit concluded that the revisions made
to the HSE MS were fit for purpose for Genel’s current non-
operated business
In pursuit of mitigating risks:
the hazard identification and risk
management process employed by Genel
Hazard
identifi cation
Risk analysis
Identify
potential
consequences
Estimate
severity
Estimate
likelihood
Estimate
risk rating
Develop risk
evaluation
Risk control
and mitigation
Elimination
Substitution
Engineering controls
Administrative
controls
PPE
Physically
remove
the hazard
Least effective
Most effective
Replace
the hazard
Isolate people
from the hazard
Change the way
people work
Protect the worker with
Personal Protection
Equipment
In pursuit of controlling identified risks:
the hierarchy of controls adopted by Genel
Genel Energy Annual Report 2024 45
Strategic report Governance Financial statements Other information
Sustainability Social responsibility
Social investment
Genel places significant value on the
relationships we maintain with our host
communities, and a key part of this
relationship is delivering meaningful social
investment projects. These projects remain
an important feature of Genel’s business
and form a core element of our social
responsibility. Throughout 2024 we continued
to build on the progress of previous years
in delivering positive impact to our host
countries.
Genel’s corporate social responsibility (‘CSR’) policy provides
guidance to our CSR strategy, and application of this policy helps
Genel to understand community expectations, and to implement
the most appropriate and impactful social investments.
These investments are only made possible through the
work of Genel’s dedicated country teams and our trusted
in-country partners, who support implementation of these
important projects.
Somaliland: mobile medical clinic
Genel’s flagship social investment project in Somaliland for
2024 was a mobile medical clinic programme which focused
on improving healthcare provisions for the local communities
in the vicinity of the Toosan-1 drilling project. The aim of this
programme is to provide essential health care services to host
communities with little or no access to medical support, and
who are therefore more vulnerable to preventable and treatable
diseases. We partnered with local charity SHiFAT, who delivered
the programme, and by using partners in-country there is a
benefit to the local communities not only through the outcome
of the project itself, but also from the employment of the people
who deliver them. Genel made an investment of $125,000 in
Somaliland during 2024 to enable this programme, and we are
proud that it has provided over 17,000 treatments across 20
villages throughout the year, and over 31,000 treatments since
the inception of the project.
Guided by UN Sustainable
Development Goals
Genel’s social investment initiatives are broadly guided
by five UN SDGs which are considered to be most
relevant to our business, and to our regions of operation.
By focussing on the goals that we consider to be of most
relevance to Genel’s business we have been able to
concentrate our sustainability efforts on delivering in a
targeted and impactful way.
UN
Sustainability
Goal
Rationale
and initiatives
Supporting health initiatives is a key
foundation of community wellbeing,
especially in regions of Genel’s
operations that lack appropriate
healthcare infrastructure.
Education initiatives have long
been a central pillar of our social
investment programmes and
remained dominant in Genel’s
2024 social investments, with the
Genel20 Scholarship programme
in the KRI.
Formed the basis of much of
Genel’s investment in previous
years in Somaliland and represents
a potential ongoing need for
investment in Genel’s regions
of operation.
Emphasised repeatedly during
Genel’s materiality assessment
by a range of stakeholders; the
need for capacity building and
knowledge sharing in supporting
economic growth.
In acknowledgement of the
requirement to promote support
of sustainable ecosystems and
protection of biodiversity.
46 Genel Energy Annual Report 2024
KRI: Genel20 Scholars
The Genel20 Scholars programme was launched in 2022 and is providing a university scholarship at the American University of
Kurdistan (‘AUK’) for 20 talented high school graduates from disadvantaged backgrounds in the Kurdistan Region of Iraq. A range
of courses have been taken up as part of this scholarship, including Petroleum Engineering, Nursing, Accounting and Finance
Management, and Electronics and Telecommunication Engineering. Genel has committed to an investment of approximately
$200,000 per year over five years and the programme is proving to be a great success, with the potential to deliver meaningful and
long-term benefit to the KRI.
2024 represented the second full-year of this programme and Genel was pleased to visit the AUK during the year to meet with the
Scholars and hear of the events that have shaped 2024. This was an encouraging trip which reaffirmed the progress being made by
the Scholars, and we are pleased that two of the Scholars have shared personal accounts of their experiences from the past year.
This programme remains as a source of great pride for Genel and provides an example of the long-term positive impact from our
social investments.
Golav Yahya: Petroleum Engineering
“
The Genel20 scholarship has played a crucial
role in my academic journey at AUK, allowing me to
fully engage both with my personal studies and with the
university community. The support from this scholarship
has enriched my educational experience, enabling me
to focus on my academic goals and develop the skills
necessary to succeed in my field. Recently, I had the
chance to engage with high school students during the
AUK Open House events, sharing insights about petroleum
engineering. This experience not only strengthened my
understanding of the topic but also fuelled my passion for
this field. I look forward to applying the knowledge I have
gained to innovative projects that address community
needs and foster collaboration among students and
professionals in various industries. I am deeply grateful
for the support I have received, and this opportunity is
proving to be a transformative experience in my academic
and personal growth.
”
Louisa Hussein, Petroleum Engineering
“
The Genel20 scholarship has played a pivotal role
in my academic journey at AUK. The support has alleviated
financial burdens, allowing me to concentrate on my studies
and personal development. I have been able to combine
my academic studies with actively seeking opportunities to
enhance my skills and contribute to the university community.
In my capacity as Vice President of the Debate Club, I have
facilitated discussions on complex topics, including the
ethical challenges posed by artificial intelligence, and this
role has significantly sharpened my critical thinking and
communication skills. My participation in the AUK Open
House has afforded me the opportunity to introduce high
school students to the field of petroleum engineering,
emphasising the complexities and importance of the industry.
These experiences have not only deepened my enthusiasm for
petroleum engineering, but also reinforced my commitment
to contributing to the development of Kurdistan. The support
provided by the Genel20 scholarship has enabled me to focus
on acquiring the knowledge and skills necessary to address
real-world challenges in the energy sector.
”
Looking ahead
Social investments have always been a key element of Genel’s commitment to being a responsible business and provide an
opportunity to support host communities. 2025 will see the mid-way point of the Genel20 scholarship and will provide a
meaningful milestone for the students. We intend to implement a mentorship programme to support the students through
their studies, and help these individuals contribute to the future growth and prosperity of the KRI.
We also look forward to further productive engagements in Somaliland with our host communities and our in-country
partners who supported us throughout 2024 in implementing the successful mobile medical clinic project.
Genel Energy Annual Report 2024 47
Strategic report Governance Financial statements Other information
Sustainability Social responsibility
Community engagement
The relationships developed with our host communities has always been of great importance
to Genel and we remain committed to our local partnerships, and to developing local
capabilities. Our focus on community engagement helps demonstrate how responsible
investment in natural resources can provide substantial benefits to the quality of life in host
countries, and we are proud of the positive impacts we continue to make to local communities.
The planned reduction of field activities in Somaliland
throughout 2024 did not affect the community relationships that
had been developed in this region over the previous decade, and
this engagement continued to remain a key priority for Genel
throughout the year.
Local economic development
Supporting local economic development is an essential
component of our broader sustainability strategy and it has long
been a central tenet of Genel’s operations that our projects are
supported by a community workforce. We acknowledge the role
we play in our host communities and appreciate the opportunity
to work alongside community members to enable capacity
building that will provide long-term benefit to the regions in
which we operate.
Empowering a community workforce as stakeholders within
Genel’s operations, and by adding value to the local economy
through their participation, enables ownership of the long-term
well-being of these regions. Furthermore, we also encourage our
contractors to hire from the communities in which we operate,
and support training if the necessary skills are absent.
Community engagement in Somaliland
During 2024, Genel has continued to conduct community
engagement activities in the area of the Toosan-1 exploration
well. The scale of the project has been reduced in line with the
reduced operational footprint during 2024, but the project has
continued to serve the 20 villages most closely located to the
Toosan-1 wellsite. Throughout the project, a field team of Genel
staff has regularly visited the villages to directly engage with the
local communities, in providing project updates and receiving
feedback. This community engagement activity will be scaled
proportionally with field activities in Somaliland.
Grievance mechanisms
While Genel is proud of the community engagement activities,
and of the positive economic impact our operations can have on
local communities, we are also very aware of potential community
grievances that can result from oil exploration activities.
For example, an expectation of employment opportunities can
materialise far beyond the scale of Genel’s operations.
Meaningful community engagement is a key part of understanding
and managing community expectations and grievances, and
our in-country liaison teams work with local communities to
ensure that this process is undertaken in a timely and respectful
manner. The process provides an opportunity not only for Genel
to understand any grievances, but also to understand the needs
of the host communities. During the community engagement
activities undertaken in Somaliland in 2024, Genel continued to
maintain its community engagement register, and was pleased that
no grievances were raised by community members throughout
the year.
Land compensation
Genel acknowledges the significance that land compensation
represents within local communities and we are conscious of
maintaining consistent engagement and dialogue on this matter.
As part of this process, areas assessed to be adversely impacted
by Genel’s operations are compensated in line with the applicable
policy in KRI or Somaliland. Furthermore, any temporary or
residual impact on the community will be compensated by way of
appropriate local investment to provide a commensurate benefit
to the community. During our 20 years of operations in the KRI for
example, Genel compensated over $3 million by means of land and
crop compensation.
48 Genel Energy Annual Report 2024
Responsible governance
The responsible manner in which Genel conducts its business remains unaffected by the
recent changes in our operating landscape. We are acutely aware that it is the manner in
which we conduct our business throughout these changes that will ultimately define us as
an organisation. Our unwavering commitment to transparency and integrity in our business
practices are the critical attributes which support Genel’s business ethics, and we place great
significance on upholding these values.
Genel’s business practices are supported by a framework of
procedures and policies that provide guidance to the rules
which govern our organisation, and which also allow us to meet
a broad range of regulatory requirements and prepare for
unplanned events. This framework is underpinned by our core
value of integrity and our ongoing commitment to transparency.
This chapter provides details of the measures taken by Genel in
our pursuit of responsible and ethical governance.
Code of Conduct
Genel’s Code of Conduct provides the foundation to guide
all employees on responsible business practices. Our Code
of Conduct refers to our corporate values and outlines their
application in our daily operations and decisions. These values
are cemented as a foundation of Genel’s business and
continue to set a clear expectation of how our people conduct
themselves when carrying out any activities that are directly
or indirectly related to our business. We all play our part in
demonstrating a collective commitment to fostering a culture
of compliance, reinforced by the Genel Code of Conduct and our
corporate values.
The Code of Conduct forms a key component of employee on-
boarding and any failure of employees to adhere to our Code
of Conduct and our policies, may result in disciplinary action.
Moreover, to ensure we collaborate and work with third-parties
that reflect our values, our business partners are required,
in accordance with our policies and procedures, to sign a
certification to our values as part of the approval process of
registration. Adopting the Code of Conduct is to adopt the Genel
way of doing things that aims to unify all those who influence
Genel’s business. Genel’s Code of Conduct is available on
our website.
Anti-bribery
Genel has been consistent in our messaging around anti-bribery,
and it is worthwhile to reiterate the message again here: Genel
does not tolerate bribery in any form and is committed
to complying with all applicable laws, and to preventing,
detecting, and deterring corruption in all its business
dealings. We maintain an unmoved position to this commitment.
This applies to:
— All employees
— All contractors
— All third-parties providing services to Genel or operating on
Genel’s behalf.
Genel’s Anti-bribery Policy and procedures are publicly available
on our website and provide guidance for staff on assessing
risks, understanding applicable anti-bribery laws, and reporting
concerns via the applicable channels.
Genel’s Anti-bribery Policy and Procedures are endorsed by
the Board and senior management and are further supported
through collaboration of the Company’s stakeholders.
Genel hosts all-staff legal compliance training each year, which
incorporates a broad range of compliance topics including anti-
bribery practices. Set out below are the six essential elements
of Genel’s Legal Compliance Programme. In 2024, training
was delivered through a combination of online and in-person
sessions. Our risk-based approach for this training focused
on anti-bribery, trade sanctions export import controls, and
criminal third-party tax evasion facilitation. We also conduct due
diligence by means of a questionnaire for potential third-party
business partners (who interact with others on Genel’s behalf)
prior to engaging with them.
Elements of
legal compliance
training
Policies and
procedures
Risk
assessment
Due diligence
Oversight
Training and
communication
Leadership
and top-level
commitment
Further details of these elements are contained in our Anti-
bribery Policy and our Anti-bribery Procedures which can be
found on the Genel website.
Genel Energy Annual Report 2024 49
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Human rights and modern slavery
Protecting human rights remains a permanent and inviolable
element of our business, irrespective of geographic location
or the prevailing business conditions. Throughout 2024 Genel
maintained our commitment to conducting our business in a
manner that respects human rights across the full range of
Genel’s activities. An extension of this commitment is to act
with integrity in our business dealings, and to implement and
enforce effective systems that aim to mitigate the risk of modern
slavery within all elements of our business. Our policies, internal
training, public disclosures and grievance mechanisms on this
topic ensure that it remains firmly as a priority area of focus for
Genel’s operations.
Where we have the ability to do so, we require the same high
standards from our contractors, suppliers and other business
partners with regard to respecting human rights. As part of
our supply contracting processes, the Company Human Rights
Policy requires that we include specific prohibitions against the
use of forced, compulsory or trafficked labour, or anyone held
in slavery or servitude. Further information is available under
our Modern Slavery Act 2015 disclosure obligations and Genel’s
policies which are available on our website.
In line with a human rights compliance assessment undertaken
in 2021, of our performance against the UN Guiding Principles
on Business and Human Rights (‘UNGPs’), and in order to ensure
the policy remains current, periodic reviews are made of Genel’s
Human Rights Policy to ensure that this remains in alignment
with the evolving business landscape within Genel’s areas
of operation.
Whistleblowing and Grievance Policy
The formal framework to promote openness and accountability
remains our Whistleblowing and Grievance Policy. This policy was
developed in context of the public commitment we have given
to observe the requirements of United Nations Global Compact,
one aspect of which requires Genel to establish a grievance
mechanism under which third-parties can raise grievances with
the Company.
This policy applies to all individuals working with Genel, including
directors, officers, employees, and to contractors, and any
stakeholder third-parties. The policy is communicated to Genel
employees through internal training and is available for all
stakeholders on Genel’s website.
Alongside our Whistleblowing and Grievance Policy, Genel
operates a whistleblowing hotline service, which is available
in a number of languages, and which enables employees and
third-parties to report concerns on a range of matters including
human rights violations such as slavery and trafficking.
Every whistleblowing incident is investigated fully, and the
General Counsel is responsible for review and investigation
of allegations of potential violations of law. If the allegation
is substantiated, we are committed to taking appropriate
disciplinary action up to and including dismissal. The policy
requires the Whistleblowing Officer (currently the General
Counsel), in conjunction with the Audit Committee to review this
Policy from a legal and operational perspective at least once a
year. All staff are responsible for the success of this Policy and
are instructed to disclose any suspected danger or wrongdoing.
Training on this policy is provided, as appropriate, at each new
employee’s induction training and through periodic training for
all staff members.
Crisis and emergency management
Genel has robust emergency response and crisis management
processes and plans in place, which align with Genel’s current
business. During 2024 role-based trainings and simulation
exercises focussed on road collisions, and on abduction, kidnap
and hostage taking scenarios, with further details of this training
provided on page 45 of this report. We have also developed
business continuity plans based on impact analysis for all critical
functions and these plans are regularly tested for operational
preparedness. In order to align with Genel’s current business, in
2024 operational emergency management procedures, including
a Medical Emergency Response Plan (‘MERP’), an emergency
response plan, and incident and investigation reporting
procedures, underwent a comprehensive review as part of the
revisions made to the HSE Management System, to ensure that
these procedures remained fit for purpose.
Regulatory compliance
As a London-listed exploration and production company, Genel
is subject to a wide range of sustainability-related regulations,
and we operate in a regulatory landscape that is subject to
frequent changes. Moreover, our diverse geographical locations
require that we remain conscious of applicable national and local
regulations which can influence our boundaries of operation.
Our approach to regulatory compliance is well established
in Genel and is regularly reviewed to ensure it remains fit
for purpose.
A key element of our approach to regulatory compliance is
ongoing in-country engagement with host governments and
regulatory bodies. This process not only enhances our social
licence to operate but also allows Genel to take a proactive
role with regulators in supporting the protection of the
natural environment and enhancing the wellbeing of our local
communities. This is applicable for the entire lifecycle of any
activities and in each instance our Country Manager will lead this
engagement, supported by our local country teams.
Supply chain management
Genel is pleased with the meaningful progress we have made
in identifying, managing, and mitigating ESG risks in our direct
operations and it is intended that our approach for ongoing
management of this risk will continue to evolve in line with
our business. We have also recognised the need to extend
consideration of ESG performance beyond our own operations
and to our supply chain. This is already being considered in the
scope of Genel’s GHG emissions reporting, bringing emissions
from suppliers under scrutiny (i.e., Scope 3 emissions), and this
level of supply-side scrutiny is progressively extending beyond
emissions reporting to encompass a broader suite of ESG topics.
Genel has included key ESG metrics in our current contractor
screening process and as Genel’s business evolves and supply
chains increase, we will build on the initiatives already in place
with the intention of identifying and minimising ESG risks in
Genel’s supply chain through engagement with contractors to
increase awareness of ESG risk within their own operations.
Sustainability Responsible governance
50 Genel Energy Annual Report 2024
Managing sustainability risks
Managing and mitigating sustainability risks is a priority which
is demonstrated by the commitment from Genel’s Board and
senior management. Genel’s internal policies and procedures
are a formal outcome of Genel’s integrated risk management
approach and collectively they guide how we manage these risks.
Moreover, these also provide guidance when considering ESG
factors in due diligence of potential acquisitions.
A key element to managing our sustainability risks is
acknowledging the landscape in which we operate and
identifying relevant stakeholders with whom engagement is
necessary. Genel approaches all stakeholder engagement in an
open, honest, and transparent manner that builds relationships
and helps understand the needs and expectations of all
individuals. The Board monitors Genel’s stakeholders and their
impact on key strategic objectives and decisions, and how the
Company engages with each of them. Further information on
stakeholder engagement and how the Board has complied with
s172 of the UK Companies Act 2006 is available on page 24 of
this report.
Genel’s integrated risk management approach helps inform the
annual ESG workplan which details the specific tasks and action
items required to mitigate the identified sustainability risks.
Sustainability topics have been integrated into the agenda of
our Board meetings and Genel’s ESG Manager chairs quarterly
ESG meetings with the Executive Committee, which provides a
platform to increase awareness of these risks, and any changes
required in our approach to mitigate them. The following table
presents each of Genel’s material sustainability topics and
summarises the management approach and measurement
indicators relevant to each topic.
Managing and monitoring sustainability risks
This report presents Genel’s approach to identifying and managing sustainability risks
throughout our business, and acknowledge the need for agility as our business evolves and
our approach to sustainability challenges changes. The following pages provide a summary
of the existing controls in place to mitigate these risks, and also provide the key sustainability
metrics which Genel uses to monitor our progress in managing these risks.
Genel Energy Annual Report 2024 51
Strategic report Governance Financial statements Other information
Material topic Management approach Policies and procedures
ENVIRONMENTAL FACTORS
GHG
emissions
Forecast life-of-field carbon emissions to provide assurance that
Genel’s business is sustainable from a climate and economic
standpoint. In doing so, demonstrate that said emissions can be
minimised through active gas management or other emission
abatement measures. Moreover, Scope 1 emissions are reported
on an equity share approach, ensuring that non-operated assets
are accounted for in our portfolio emissions profile.
- GHG Emissions Management Standard
- GHG accounting & reporting
- Equity share Scope 1 emissions reporting
- Annual CDP Climate Change submission
- Alignment with TCFD recommendations
Water and
wastewater
management
Water availability, disposal and management is factored into our
planning for all new and operated assets. We identify potential
water risks through the ESIA process and collectively manage
water to minimise impact and recycle wastewater whenever
possible in operated activities.
- HSE Policy
- HSE Management System
- Environmental Procedures
- Submission of CDP Water Security
Ecological
impact
Biodiversity considerations form part of the ESIA process to
ensure biodiversity impacts are identified, avoided, or minimised.
This is applied to operated assets, and in the due diligence of
potential acquisitions.
- Genel’s Biodiversity Management Standard
- HSE Policy
- Biodiversity Management Plan
Air quality For Genel’s operated assets, air quality monitoring against
regulatory standards and ESIA commitments is achieved through
routine continuous air quality monitoring stations and routine
field measurements at operated assets, which is established as
part of the ESMP.
- Environmental Social Impact Assessments
- Environmental Social Monitoring Plan
- Routine continuous air quality monitoring
at operated assets
Material topic Management approach Policies and procedures
SOCIAL FACTORS
Health
and safety
Genel’s HSE management system is underpinned by our HSE
Policy. Our HSE plans, training, procedures, and tools provide
guidance to identify and manage hazards, and subsequently
conduct safe operations. These are regularly reviewed to ensure
that they remain fit-for-purpose and aligned with any changes to
Genel’s business or operating footprint.
Contractor HSE systems are evaluated and bridged to Genel’s
expectations, and audits and inspections are conducted regularly.
Incidents are reported, investigated, actions implemented, and
lessons shared.
- HSE Policy
- HSE Management System (revised 2024)
- HSE Plan
- Permit to Work Procedure
- Occupational Health Procedures
- HSE Risk Registers
- HSE Reports
- Process safety and integrity management
- Asset integrity management plan
- Management of Change
Human
rights &
modern
slavery
Genel’s senior management are responsible for ensuring those
reporting to them understand and comply with the relevant
policies and are given appropriate training on these issues.
This extends to considering human rights in the communities
in which we operate, to ensure elements such as air quality,
noise monitoring, and road safety factors are considered, and
mitigation measures are in place, where applicable.
- Anti-Slavery Policy
- Human Rights Policy
- Modern Slavery Act statement
- Code of Conduct
Community
engagement
Through provision of employment opportunities, training, skills
transfer and knowledge sharing with local community members
Genel aims to generate revenue and economic opportunities for
our host communities.
- Local Content Policy
- Workforce Development Plan
- ABC Policy
People and
diversity
Genel’s dedicated Human Resources team supports line
managers to implement policies and procedures. We prioritise
localisation where possible and localisation details are presented
in this report.
- Diversity & Equal Opportunities Policy
(revised 2024)
- Recruitment policies for each location
Social
investments
Partnering with local NGOs and community organisations in
our regions of operation to build trusted relationships and
enable investment in meaningful social investment projects.
These projects are implemented through collaboration with local
communities, governments, contractors, and suppliers.
- CSR Policy based on ISO 26000
- Local Companies Engagement Plan
- ABC Policy
- Communications & Stakeholder
Engagement Plan
Sustainability Sustainability risks
52 Genel Energy Annual Report 2024
Material topic Management approach Policies and procedures
GOVERNANCE FACTORS
Anti Bribery &
corruption
Genel’s Anti-bribery Policy and Code of Conduct are fully
endorsed by the Board and senior management, and annual
compliance training on this topic is completed by all staff.
- Code of Conduct
- Anti Bribery Policy
Regulatory
compliance
Compliance with applicable laws and regulations in addition
to voluntary requirements such as industry standards, codes,
principles of good governance and accepted community
standards. The “plan-do-check-act” cycle requires the
management of Genel to act and review the environmental
management system periodically to ensure its suitability and
effectiveness. Review of emerging sustainability regulatory
requirements forms part of the responsibility of the ESG
Manager, and is communicated to senior management
when applicable.
- HSE Policy
- Environmental procedures
- UK listing reporting requirements
- TCFD recommendations
Crisis and
emergency
management
Emergency response team members are selected and trained.
Drills and exercises are conducted to develop competency
and maintain emergency preparedness at operated assets.
Unannounced crisis simulations are conducted to test
preparedness. For operated activities, firefighting and spill
response teams are equipped and supported by regular
training exercises.
- Emergency Response & Crisis
Management Plan
- HSE Management System
- Medical Emergency Response Plan
- Spill Response Plan
- Fire Safety Plan
- Offsite Emergency Response Plan
Supply chain
management
Our contracting and tendering process for operated activities
prioritises local companies whenever possible. Service providers
are audited to ensure Genel is pursuing compliant and best
possible practices, with Genel’s supply chain procurement criteria
ensuring that external companies have adequate standards and
processes in place.
- Local Content Policy
- CSR Policy
- Workforce Development Plan
- ABC Policy
- Community grievance mechanisms
Genel Energy Annual Report 2024 53
Strategic report Governance Financial statements Other information
Reference tables
Sustainability metrics
The preceding pages of this report have presented Genel’s approach to identifying, managing
and mitigating sustainability risks throughout our business. It is also important that we
monitor our progress against these risks and presented below is summary of our key
sustainability metrics with performance from previous years shown for context. The figures
presented in this table are reported on an operational control basis, unless otherwise stated.
Sustainability
ESG Topic Indicator Unit 2024 2023 2022
Climate
1
Total Scope 1 & 2 emissions tonnes CO
2
e 100,150 61,533 192,813
Scope 1 emissions
1
tonnes CO
2
e 100,098 61,274 192,637
Scope 2 emissions tonnes CO
2
e 52 259 176
Scope 3 emissions tonnes CO
2
e 825 41,926 264,686
Methane emissions tonnes CO
2
e 4,120 2,439 4,217
Carbon intensity kgCO
2
e/bbl 13.9 13.6 17.56
Flaring intensity kgCO
2
e/bbl 7.65 6.28 9.18
Air quality
2
SO
2
tonnes 725 718 3,286
NO
X
tonnes 202,418 88,704 186,856
NMVOC tonnes 224 127 488
Water usage
Fresh water withdrawn Cubic meters 0 2,869 42,624
Produced water reinjected Cubic meters 0 9,019 32,865
Hydrocarbon
spills
Number of spills # 0 2 6
Spill size 1-10 barrel 0 1 0
Total quantity spilled Barrels 0 2.7
3
<1
Waste
5
Total waste generated Cubic meters 0 7,890 32,494
Total non-hazardous waste generated Cubic meters 0 1,830 6,371
% non-hazardous in landfill % 0 23
4
0
% non-hazardous recycled % 0 35 63
% non-hazardous incinerated % 0 42 37
% non-hazardous stored % 0 0 0
Total hazardous generated Cubic meters 0 6,060 26,123
% hazardous in landfill % 0 0 0
% hazardous stored % 0 0 27
% hazardous recycled/remediated % 0 100 73
54 Genel Energy Annual Report 2024
ESG Topic Indicator Unit 2024 2023 2022
Health & Safety
Hours worked Hours 185,268 1,170,116 2,276,371
Number of employee fatalities # per year 0 0 0
Number of contractor fatalities # per year 0 0 0
Process safety events Tier 1 # events/year 0 0 0
Process safety events Tier 2 # events/year 0 0 1
Lost Time Injury (LTI) # per year 0 0 0
Lost Time Injury Frequency (LTIF) Per million hours worked 0 0 0
Total Recordable Injury Rate (TRIR) Per million hours worked 0 0.85 0.90
High Potential Incident (HiPo) # per year 1 2 6
High Potential Incident Frequency (HiPoF) Per million hours worked 5.40 1.71 2.69
Kilometers driven km 22,939 720,633 2,023,676
Motor vehicle collision rate Per million km driven 0 4.16 0
HSE training completed % 90 74 90
Total HSE training Number of attendees 660 1,360 3,113
Gender diversity
Women in work force % 29 30 26
Women on Board of Directors % 17 17 17
Women on Executive Committee % 20 20 17
Women in management % 14 27 23
1
Climate-related figures are reported on an equity share basis, with the exception of Scope 3 emissions which is reported on an operational control basis. At time of reporting, Scope 1
emissions presented are provisional and subject to the Tawke PSC Operator’s confirmation of final figures
2
Air quality figures are reported on an equity share basis, with calculated estimates provided for non-operated assets
3
2.5 bbls of oily sludge was spilled on 27 December 2023. 0.2 bbls of crude was spilled within a produced water spill on 31 March 2023
4
All allocated to Somaliland activities
5
Waste generated in Genel’s offices not included
Genel Energy Annual Report 2024 55
Strategic report Governance Financial statements Other information
Sustainability Reference tables
Reporting frameworks
To guide Genel’s sustainability reporting, reference has been made to the disclosure topics provided by the Sustainability Accounting
Standards Board (‘SASB’), in addition to the reporting standards provided by the Global Reporting Initiative (‘GRI’) Universal
Standards. In each case, page numbers are provided below to allow reference to be made to the relevant location within this report.
SASB sustainability disclosure topics and metrics
Code Metric Reference
GREENHOUSE GAS EMISSIONS
EM-EP 110a.1 Gross global Scope 1 emissions, percentage methane,
percentage covered under emissions-limiting regulations
p.31, 54 Scope 1: 4.8% methane
EM-EP 110a.2 Amount of gross global Scope 1 emissions from: (1) flared
hydrocarbons, (2) other combustion, (3) process emissions,
(4) other vented emissions, and (5) fugitive emissions
p.31, 54 Flared hydrocarbons: 65%
Fuel combustion: 25.5%
Other combustion: 7.5%
Process emissions: <1%
Fugitive emissions: <2%
EM-EP 110a.3 Discussion of long-term and short-term strategy or plan to
manage Scope 1 emissions, emissions reduction targets, and
an analysis of performance against those targets
p.31 - 33,
39
AIR QUALITY
EM-EP 120a.1 Air emissions of the following pollutants: (1) NOx (excluding
N2O), (2) SOx, (3) volatile organic compounds (VOCs), and (4)
particulate matter (PM10)
p.54 Excluding PM10
Non-methane VOC provided
WATER MANAGEMENT
EM-EP 140a.1 (1) Total fresh water withdrawn, (2) total fresh water
consumed, percentage of each in regions with High or
Extremely High Baseline Water Stress
p.54 No operated activities in 2024
EM-EP 140a.2 Volume of produced water and flowback generated;
percentage (1) discharged, (2) injected, (3) recycled;
hydrocarbon content in discharged water
p.54 No operated activities in 2024
EM-EP 140a.3 Percentage of hydraulically fractured wells for which there is
public disclosure of all fracturing fluid chemicals used
Not applicable to Genel
EM-EP 140a.4 Percentage of hydraulic fracturing sites where ground or
surface water quality deteriorated compared to a baseline
Not applicable to Genel
BIODIVERSITY IMPACTS
EM-EP 160a.1 Description of environmental management policies and
practices for active sites
p.41, 52
EM-EP 160a.2 Number and aggregate volume of hydrocarbon spills, volume
in Arctic, volume impacting shorelines with ESI rankings 8-10,
and volume recovered
Not applicable to Genel
EM-EP 160a.3 Percentage of (1) proved and (2) probable reserves in or
near sites with protected conservation status or endangered
species habitat
Not applicable to Genel
SECURITY, HUMAN RIGHTS & RIGHTS OF INDIGENOUS PEOPLES
EM-EP 210a.1 Percentage of (1) proved and (2) probable reserves in or near
areas of conflict
- Not applicable to Genel
EM-EP 210a.2 Percentage of (1) proved and (2) probable reserves in or near
Indigenous land
- Not applicable to Genel
EM-EP 210a.3 Discussion of engagement processes and due diligence
practices with respect to human rights, indigenous rights, and
operation in areas of conflict
p.50, 52
56 Genel Energy Annual Report 2024
COMMUNITY RELATIONS
EM-EP 210b.1 Discussion of process to manage risks and opportunities
associated with community rights and interests
p.48-52
EM-EP 210b.2 Number and duration of non-technical delays - No operated activities in 2024
WORKFORCE HEALTH AND SAFETY
EM-EP 320a.1 (1) Total recordable incident rate (TRIR), (2) fatality rate, (3)
near miss frequency rate (NMFR), and (4) average hours of
health, safety, and emergency response training for (a) full-
time employees, (b) contract employees, and (c) short-service
employees
p.44-45,
56
EM-EP 320a.2 Discussion of management systems used to integrate a
culture of safety throughout the exploration and production
lifecycle
p.44-45,
52
RESERVES VALUATION & CAPITAL EXPENDITURES
EM-EP 420a.1 Sensitivity of hydrocarbon reserve levels to future price
projection scenarios that account for a price on carbon
emissions
p.32
EM-EP 420a.2 Estimated carbon dioxide emissions embedded in proved
hydrocarbon reserves
- Not available at the time
of reporting
EM-EP 420a.3 Amount invested in renewable energy, revenue generated by
renewable energy sales
- No revenue from renewable sales
EM-EP 420a.4 Discussion of how price and demand for hydrocarbons and/or
climate regulation influence the capital expenditure strategy
for exploration, acquisition, and development of assets
p.36-37
BUSINESS ETHICS & TRANSPARENCY
EM-EP 510a.1 Percentage of (1) proved and (2) probable reserves in
countries that have the 20 lowest rankings in Transparency
International’s Corruption Perception Index
- All Genel proved and probable
reserves are located in the KRI
EM-EP 510a.2 Description of the management system for prevention of
corruption and bribery throughout the value chain
p.49, 53
MANAGEMENT OF THE LEGAL & REGULATORY ENVIRONMENT
EM-EP 530a.1 Discussion of corporate positions related to government
regulations and/or policy proposals that address
environmental and social factors affecting the industry
p.50, 53
CRITICAL INCIDENT RISK MANAGEMENT
EM-EP 540a.1 Process Safety Event (PSE) rates for Loss of Primary
Containment (LOPC) of greater consequence (Tier 1)
p.54 No operated activities in 2024
EM-EP 540a.2 Description of management systems used to identify and
mitigate catastrophic and tail-end risks
p.45, 52
ACCOUNTING METRICS
EM-EP 000.A Production of: (1) oil, (2) natural gas, (3) synthetic oil, and (4)
synthetic gas
p. 14-15
EM-EP 000.B Number of offshore sites p.3
EM-EP 000.C Number of terrestrial sites p.3
Genel Energy Annual Report 2024 57
Strategic report Governance Financial statements Other information
Sustainability Reference tables
GRI reporting standards
Reference Indicators Internal response and reference
GRI 2: GENERAL DISCLOSURES
1. The organisation and its reporting practices
2-1 Organisational details
Genel Energy PLC, London, United Kingdom
Nature of ownership: p.100-102
Countries of operations: p.3
2-2
Entities included in the organisation’s
sustainability reporting
p.3
2-3 Reporting period, frequency and contact point
Annual Reporting cycle, unless otherwise stated the
information contained in this report covers the period 01
January - 31 December 2024.
https://www.genelenergy.com/contact-us/
2-4 Restatements of information No restatement of information from previous reporting cycle.
2-5 External Assurance
2024 Scope 1 and Scope 2 GHG emissions, carbon intensity, and
associated energy use figures disclosed on p.31 of this document
are being subject to independent assurance by ERM CVS. The
assurance statement will be available on Genel’s website, once
the assurance has been completed.
2. Activities and workers
2-6
Activities, value chain and other business
relationships
p.24, 50, 53
2-7 Employees p.42-43
2-8 Workers who are not employees p.43
3. Governance
2-9 Governance structure and composition p.69-77
2-10
Nomination and selection of the highest
governance body
p.79-80
2-11 Chair of the highest governance body p.69-70
2-12
Role of the highest governance body in overseeing
the management of impacts
p.69-70
2-13 Delegation of responsibility for managing impacts p.19-22, 70
2-14
Role of highest governance body in sustainability
reporting
p.21
2-15 Conflicts of interest p.67, 81
2-16 Communication of critical concerns p.43, 50
2-17
Collective knowledge of the highest governance
body
p.21, 52, 53
2-18
Evaluation of the performance of the highest
governance body
p.6, 7, 54
2-19 Remuneration policies p.84-92
2-20 Process to determine remuneration p.84-92
2-21 Annual total compensation ratio
Genel does not disclose on account of the size of our company
4. Strategy, policies and practices
2-22 Statement on sustainable development strategy p.26, 27, 29
2-23 Policy Commitments p.51-53
2-24 Embedding policy commitments p.51-53
2-25 Processes to remediate negative impacts
p.30, 32, 40-41
2-26
Mechanisms for seeking advice and raising
concerns
p.43, 48, 50
2-27 Compliance with laws and regulations p.49, 53
2-28 Membership associations No membership associations to disclose in the reporting period
2-29 Approach to stakeholder engagement p.24, 48
2-30 Collective bargaining agreements
Not Applicable. Genel does not have any employees covered by
collective bargaining agreements
58 Genel Energy Annual Report 2024
Reference Indicators Internal response and reference
GRI 3: MATERIAL TOPICS 2021
Disclosure of material topics
3-1 Process to determine material topics p.28
3-2 List of material topics p.28
3-3 Management of material topics p.29-53
201: Economic performance
201-1 Direct economic value generated and distributed p.46-47
201-2
Financial implications and other risks and
opportunities due to climate change
p.32, 34-39
204: Procurement Practices
204-1 Proportion of spending on local suppliers p.48
205: Anti-corruption
205-1
Operations assessed for risks related to
corruption
p.49, 53
205-2
Communication and training about anti-corruption
policies & procedures
p.49, 53
205-3
Confirmed incidents of corruption and actions
taken
p.49
302: Energy
302-1 Energy consumption within the organization p.31
303: Water and Effluents
303-1 Interactions with water as a shared resource p.41, 54
303-2 Management of water discharge-related impacts p.41, 52
303-3 Water withdrawal p.54 No operated activities in 2024
303-4 Water discharge p.54 No operated activities in 2024
303-5 Water consumption No operated activities in 2024
304: Biodiversity
304-1
Operational sites owned, leased, managed in, or
adjacent to, protected areas and areas of high
biodiversity value outside protected areas
p.41 No applicable sites in 2024
304-2
Significant impacts of activities, products, and
services on biodiversity
p.41
304-3 Habitats protected or restored p.41 No applicable sites in 2024
304-4
IUCN Red List species and national conservation
list species with habitats in areas affected by
operations
p.41 Not applicable in 2024
305: Emissions
305-1 Direct (Scope 1) GHG emissions p.31
305-2 Energy indirect (scope 2) GHG emissions p.31
305-3 Other indirect (scope 3) GHG emissions p.31
305-4 GHG emissions intensity p.31
305-5 Reduction of GHG emissions p.32, 39
305-6 Emissions of ozone depleting substances (ODS) Not reported in 2024
305-7
Nitrogen oxides (NOx), sulphur oxides (SOx) and
other significant air emissions
p.54
Genel Energy Annual Report 2024 59
Strategic report Governance Financial statements Other information
Sustainability Reference tables
Reference Indicators Internal response and reference
GRI 3: MATERIAL TOPICS 2021 CONT.
306: Waste 2020
306-1
Waste generation and significant waste-related
impacts
p.41, 54,
306-2 Management of significant waste-related impacts p.41, 52
306-3 Waste generated p.54 No operated activities in 2024
306-4 Waste diverted from disposal p.41, 54 No operated activities in 2024
306-5 Waste directed to disposal p.54 No operated activities in 2024
307: Environmental Compliance
307-1
Non-compliance with environmental laws and
regulations
Genel has not identified any non-compliance with environmental
laws or regulations within the reporting period
308: Supplier Environmental Assessment
308-1
New suppliers that were screened using
environmental criteria
p.50, 53
401: Employment
401-1 New employee hires and employee turnover p.42-43
401-2
Benefits provided to full-time employees that are
not provided to temporary or part-time employees
p.43
401-3 Parental leave p.42
403: Occupational Health and Safety
403-1
Occupational health and safety management
system
p.44-45, 52
403-2
Hazard identification, risk assessment, and
incident investigation
p.45
403-3 Occupational health services p.42-43
403-4
Worker participation, consultation, and
communication on occupational health and safety
p.43-44
403-5 Worker training on occupational health and safety p.43-44, 52
403-6 Promotion of worker health p.44
403-7
Prevention and mitigation of occupational health
and safety impacts directly linked by business
relationships
p.43-44, 52
403-8
Workers covered by an occupational health and
safety management system
p.43-44, 52
403-9 Work related injuries p.55
403-10 Work related ill health p.55
404: Training and Education
404-1 Average hours of training per year per employee Figures per employee not available
404-2
Programs for upgrading employee skills and
transition assistance programs
p.43
404-3
Percentage of employees receiving regular
performance and career development reviews
p.43
405: Diversity and Equal Opportunity
405-1 Diversity of governance bodies and employees p.42, 52
405-2
Ratio of basic salary and remuneration of women
to men
Genel does not disclose on account of the size of our company
406: Non-discrimination
406-1
Incidents of discrimination and corrective actions
taken
p.42-43
409: Forced or Compulsory Labour
409-1
Operations and suppliers at significant risk for
incidents of forced or compulsory labour
p.50, 52
60 Genel Energy Annual Report 2024
Reference Indicators Internal response and reference
GRI 3: MATERIAL TOPICS 2021 CONT.
412: Human Rights Assessment
412-1
Operations that have been subject to human
rights reviews or impact assessments
p.50, 52
412-2
Employee training on human rights policies or
procedures
p.50, 52
413: Local Communities
413-1
Operations with local community engagement,
impact assessments, and development programs
p.40, 48, 52
413-2
Operations with significant actual and potential
negative impacts on local communities
p.40, 48
414: Supplier Social Assessment
414-1 New suppliers screened using social criteria p.50, 53
414-2
Negative social impacts in the supply chain and
action taken
p.50, 53
Genel Energy Annual Report 2024 61
Strategic report Governance Financial statements Other information
In December 2024, we informed our shareholders that our
subsidiary, Genel Energy Miran Bina Bawi Limited (‘GEMBBL’),
lost the arbitration case brought by the KRG regarding their
right to terminate the Bina Bawi and Miran PSCs. The Board
of Directors firmly believes that defending our rights through
arbitration was our only viable option, and we remain deeply
disappointed by the Tribunal’s ruling against GEMBBL.
Board changes during the year
At the conclusion of our AGM in May 2024, Sir Michael Fallon
retired as a Director of the Company. Following a thorough
search process, the Board of Directors appointed Sir Dominick
Chilcott as an Independent Non-Executive Director. Since his
appointment, Sir Dominick has undergone a comprehensive
induction programme, which has included meetings with key
department heads in both our London and Istanbul offices.
In September 2024, Canan
Edib
og˘l
u
was appointed as Senior
Independent Non-Executive Director, a role she had held on an
interim basis since May 2024.
UK Corporate Governance Code
Following the results of our 2024 AGM and in line with the UK
Corporate Governance Code 2018, the Company reached out to
major shareholders to understand their views on resolutions 2,
3, 4, 6 and 12, each of which had over 20% of votes cast against
them. Following this consultation, the Company is of the view
that it is neither necessary nor appropriate to take any further
action at this time.
The Board keeps the Company’s governance framework under
regular review and following the publication of the revised 2024
UK Corporate Governance Code, an analysis of our governance
processes was undertaken. Each of the matters reserved for the
Board and Board Committees’ terms of reference were reviewed
and amended as necessary to prepare for compliance during the
year ahead. In addition, during the year, the Board decided to
disband the International Relations Committee and incorporate
all matters previously discussed by the Committee, into the
Board’s standing agenda.
During the year, management and the Audit Committee have
continued to enhance our assurance and risk management
processes with the Board continuing to provide oversight.
This included moving to use internal resources in 2025 to
provide assurance our internal controls are operating effectively.
For further information on our assurance and risk management
processes can be found on page 16 to 18.
In accordance with the Company’s commitment to comply with
the UK Corporate Governance Code, the Board undertook a
formal and rigorous external review of its own performance and
that of its Committees and each individual Director. This external
review was led by Bonvill-Newgate and further details of the
Board evaluation can be found on page 72.
David McManus
Chair
Chair’s statement on corporate governance
Dear Shareholder,
I am pleased to present my sixth Corporate
Governance Report to shareholders as
your Chair. Our 2024 Governance Report
demonstrates how our corporate governance
framework has continued to support decision-
making by the Board and its Committees.
Key decisions centred around the delivery
of strategy
During the year the Board continued to be focused on delivering
the Company’s strategy of creating a business with a strong
balance sheet that delivers resilient, reliable, repeatable, and
diversified cash flows that support a dividend programme.
We have taken the first step in our geographical diversification
journey, by adding a 40% participating interest in Block 54, in
the Sultanate of Oman, to our portfolio.
Maintaining our balance sheet strength and
resilient cash generation
The Company has maintained its balance sheet strength, despite
the continued closure of the export pipeline. This has been
achieved by taking decisive actions throughout 2024, which has
included; ceasing investment in non-cash generative areas of
the business, ceasing operations and exiting unprofitable assets,
developing a consistent local sales market, and reducing the
organisation’s size. This has resulted in free cash flow generation
of $20 million this year, compared to a free cash outflow of
$71 million in 2023. Furthermore, we have materially improved
the efficiency of our capital structure by reducing nominal debt
by $182 million over the course of the year.
62 Genel Energy Annual Report 2024
Governance statements
Genel Energy plc is a Jersey incorporated company listed on the London Stock Exchange. The
Board continues to be committed to complying with the UK Corporate Governance Code as
appropriate for our business. Our view is that governance is not just a matter for the Board
and that a strong governance culture must be fostered throughout the organisation. Our
expectations of our employees and of those with whom we conduct business are set out in our
Code of Conduct, which is available on our website at genelenergy.com.
Compliance statement
In line with our aim to foster a strong governance culture, the
Board has decided to manage Genel’s operations in accordance
with the UK Corporate Governance Code 2018.
A full version of the Code can be found on the Financial
Reporting Council’s (‘FRC’) website at frc.org.uk. During 2024,
the Company complied with the principles of the Code and on
pages 64 to 65 explanations as to how we have complied with
our obligations under the Code are provided.
For the year ended 31 December 2024, the Company was in full
compliance with the Code with the exception of provision 36.
As previously reported in our 2023 Annual Report, the post-
vesting holding period for Performance Share Plan awards
granted in 2024 was suspended, and this will remain the case
for 2025 awards. This decision was taken to enhance the
competitiveness of Genel’s remuneration offering to our senior
management team, taking into consideration the remuneration
package as a whole and the global environment in which we
compete for talent.
Going concern
The going concern statement is made on page 12.
Viability
The viability statement is made on page 23.
Robust assessment of principal risks
The Board has undertaken a robust assessment of the Group’s
emerging and principal risks, including those that would threaten
its business model, future performance, solvency, liquidity, and
reputation. Our Annual Report identifies principal risks and
uncertainties on pages 19 to 22 and the procedures followed to
identify these risks on pages 16 to 18.
Review of risk management and internal control
A continuous process for identifying, evaluating and managing the
risks the Company faces has been established. The effectiveness
of the internal control systems are reviewed by the Audit
Committee. Further details are set out on pages 16 to 18.
Fair, balanced and understandable
The Annual Report and Accounts taken as a whole are fair,
balanced and understandable and provide the information
necessary for shareholders to assess the Group’s position,
performance, business model and strategy. See the Audit
Committee report on pages 81 to 83 for further information on
how this conclusion was reached.
Section 172
A Section 172 statement is made on page 24. It provides
cross-references to the required detail set out throughout this
Annual Report.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 63
Application of UK Corporate Governance Code Principles
The Code has placed increased emphasis on “comply or explain” with regard to the Principles of the Code. Our explanations about how
we have applied the main principles of the Code can be found as follows:
Board leadership and company purpose
Principle A. A successful company is led by an effective and entrepreneurial board,
whose role is to promote the long-term sustainable success of the company, generating
value for shareholders and contributing to wider society.
Strategic report p. 1 to 61
Governance p. 62 to 103
Directors’ remuneration report p. 84 to 92
Principle B. The board should establish the company’s purpose, values and strategy, and
satisfy itself that these and its culture are aligned. All directors must act with integrity,
lead by example and promote the desired culture.
Strategic report p. 1 to 61
Company purpose, values and strategy p. 8 to 9
Division of responsibilities p. 69
Directors’ remuneration report p. 84 to 92
Principle C. The board should ensure that the necessary resources are in place for the
company to meet its objectives and measure performance against them. The board
should also establish a framework of prudent and effective controls, which enable risk
to be assessed and managed.
Sustainability p. 26 to 61
Risk management p. 16 to 18
Stakeholder engagement p. 24
Audit Committee report p. 81 to 83
Principle D. In order for the company to meet its responsibilities to shareholders and
stakeholders, the board should ensure effective engagement with, and encourage
participation from, these parties.
Sustainability p. 26 to 61
Stakeholder engagement p. 24
Communication with investors p. 68
Principle E. The board should ensure that workforce policies and practices are
consistent with the company’s values and support its long-term sustainable success.
The workforce should be able to raise any matters of concern.
Sustainability p. 26 to 61
Stakeholder engagement p. 24
Directors’ remuneration report p. 84 to 92
Division of responsibilities
Principle F. The chair leads the board and is responsible for its overall effectiveness in
directing the company. They should demonstrate objective judgement throughout their
tenure and promote a culture of openness and debate. In addition, the chair facilitates
constructive board relations and the effective contribution of all non-executive
directors, and ensures that directors receive accurate, timely and clear information.
Division of responsibilities p. 69
Composition, succession and evaluation
p. 70 to 72
Principle G. The board should include an appropriate combination of executive and non-
executive (and, in particular, independent non-executive) directors, such that no one
individual or small group of individuals dominates the board’s decision-making. There
should be a clear division of responsibilities between the leadership of the board and the
executive leadership of the company’s business.
Division of responsibilities p. 69
Composition, succession and evaluation
p. 70 to 72
Board biographies p. 73 to 75
Principle H. Non-executive directors should have sufficient time to meet their board
responsibilities. They should provide constructive challenge, strategic guidance, offer
specialist advice and hold management to account.
Composition, succession and evaluation
p. 70 to 72
Principle I. The board, supported by the company secretary, should ensure that it has
the policies, processes, information, time and resources it needs in order to function
effectively and efficiently.
Division of responsibilities p. 69
64 Genel Energy Annual Report 2024
Composition, succession and evaluation
Principle J. Appointments to the board should be subject to a formal, rigorous and
transparent procedure, and an effective succession plan should be maintained for board
and senior management. Both appointments and succession plans should be based on
merit and objective criteria and, within this context, should promote diversity of gender,
social and ethnic backgrounds, cognitive and personal strengths.
Nomination Committee report p. 79 to 80
Principle K. The board and its committees should have a combination of skills,
experience and knowledge. Consideration should be given to the length of service of the
board as a whole and membership regularly refreshed.
Board biographies p. 73 to 75
Principle L. Annual evaluation of the board should consider its composition, diversity
and how effectively members work together to achieve objectives. Individual evaluation
should demonstrate whether each director continues to contribute effectively.
Nomination Committee report p. 79 to 80
Board effectiveness p. 72
Audit, risk and internal control
Principle M. The board should establish formal and transparent policies and procedures
to ensure the independence and effectiveness of internal and external audit functions
and satisfy itself on the integrity of financial and narrative statements.
Audit Committee report p. 81 to 83
Principle N. The board should present a fair, balanced and understandable assessment
of the company’s position and prospects.
Strategic report p. 1 to 61
Risk management p. 16 to 18
Audit Committee report p. 81 to 83
Financial statements p. 112 to 140
Principle O. The board should establish procedures to manage risk, oversee the internal
control framework, and determine the nature and extent of the principal risks the
company is willing to take in order to achieve its long-term strategic objectives.
Risk management p. 16 to 18
Principal risks and uncertainties p 19 to 22
Viability statement p. 23
Audit Committee report p. 81 to 83
Remuneration
Principle P. Remuneration policies and practices should be designed to support strategy
and promote long-term sustainable success. Executive remuneration should be aligned
to company purpose and values, and be clearly linked to the successful delivery of the
company’s long-term strategy.
Company purpose, values and strategy p. 8 to 9
Directors’ remuneration report p. 84 to 92
Principle Q. A formal and transparent procedure for developing policy on executive
remuneration and determining director and senior management remuneration should
be established. No director should be involved in deciding their own remuneration
outcome.
Directors’ remuneration report p. 84 to 92
Principle R. Directors should exercise independent judgement and discretion when
authorising remuneration outcomes, taking account of company and individual
performance, and wider circumstances.
Directors’ remuneration report p. 84 to 92
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 65
Activity highlights
January Approved the trading and operations update
March Reviewed and approved the 2023
Annual Report
Reviewed the outcome of the 2023 Board
performance review
May AGM
August Reviewed and approved the half-year
results statement
Approved the bond buyback tender
September Approved the appointment of Sir
Dominick Chilcott as an Independent Non-
Executive Director
Re-affirmed the Company’s business strategy
and discussed capital allocation priorities
October Approved the Bond call option exercise
November Approved the trading and operations update
December Approved the 2025 work programme
and budget
The role of the Board
The Board’s role is to provide leadership in delivering on the long
-term success of the Company within a framework of prudent
and effective controls. It is responsible for approving the
Company’s strategy and business plan and keeping under review
the financial and operational resources of the Company. As part
of its role the Board considers and discusses trends across
the industry, the implications of these trends for the business
including areas of potential opportunities, and risks that could
impact the future success of the business. Further information
on our purpose, business model and strategy can be found on
pages 8 to 9.
As part of the Company’s governance processes, the Board
monitors the performance of the business and management
against strategic objectives with the overall aim of creating and
delivering value to shareholders. The performance of the Board
and the contributions of Directors to the Board’s decision-
making processes are essential to fulfilling this role.
The Directors may exercise all the powers of the Company
subject to the provisions of relevant law, the Company’s articles,
and any special resolution of the Company in the furtherance
of their role. The Board has reserved certain matters for its
own consideration and decision-making. Specific matters
reserved for the Board include setting the Company’s purpose,
values, objectives, business and ESG strategy, and its overall
supervision. Acquisitions, divestments and other strategic
decisions will all be considered and determined by the Board in
accordance with the matters reserved for the Board.
Authorities have been delegated to Board Committees and these
are set out clearly in each Committee’s terms of reference.
These are reviewed regularly to ensure they remain appropriate
and relevant. Copies of the terms of reference are available on
our website.
The Board of Directors has delegated day-to-day management
of the business to the CEO who operates within the delegated
authority limits.
The Board reviews the matters reserved for its decision and the
authorities it has delegated annually, subject to the limitations
imposed by the Company’s constitutional documents and
applicable law.
The Board and its Committees have access to the advice and
services of the General Counsel and Company Secretary and
may seek advice from independent experts at the expense of
the Company as appropriate. Individual Directors may also seek
independent legal advice at the expense of the Company, in
accordance with the Board’s agreed procedure.
In addition, the Board has extensive access to members of
senior management, who attend Board meetings by invitation,
and present regularly to the Board on various aspects of
the business.
Board leadership and Company purpose
Our objective remains to create long-term value for shareholders through the exploration,
development and production of natural resources. Further information on our business model
can be found on pages 8 to 9.
66 Genel Energy Annual Report 2024
Code of Conduct
Our Code of Conduct, adopted by the Board defines what we
stand for as a Company, sets out the principles that guide
all of our business activities and how we expect our Board,
employees, suppliers, partners, and others to behave. We strive
for operational excellence and aim to conduct our business in
a responsible, ethical and safe manner with high standards of
financial reporting and corporate governance, and compliance
with applicable laws. A full copy is available on our website.
Culture
The Board of Directors reviews and approves key policies
including the Company’s values and Code of Conduct in order
to establish a tone from the top and ensure they support the
long-term sustainable success of the business. The Board
recognises the importance of monitoring culture throughout the
business, in order to ensure practices and behaviours are aligned
with the Company’s purpose, values, and strategy. In order to
monitor organisational culture throughout the year the Board
and its Committees receive reports on various topics including
organisational effectiveness, the understanding of culture and
values throughout the business, health and safety, compliance
matters, workforce remuneration, and talent development.
SpeakUp
All employees are encouraged to raise any concerns they may
have and to report any suspected or known violations of the
Code of Conduct or company policies without fear of retaliation.
We operate an independently run and confidential ‘SpeakUp’
whistleblowing hotline for all staff. During the year all staff
members were reminded of the SpeakUp facility available
to them. All issues raised via this route are investigated and
reported to the full Board.
Market Abuse Regulation
The Board is responsible for taking all proper and reasonable
steps to ensure full compliance with the Market Abuse
Regulation, including ensuring that staff are fully trained and
understand their obligations under the regime.
Business conduct
We conduct our business in an open, honest, and ethical manner.
We do not tolerate any form of bribery. We aim to ensure that
all financial and non-financial information we create is complete
and accurate, and we strive to provide accurate and timely
information to external stakeholders, including governments,
in the locations in which we operate. We take steps to protect
against inappropriate use of confidential information and we aim
to protect and use our business assets appropriately.
Our policy is not to make political donations and we have not
done so in the year under review (2023: nil).
Conflicts of interest
We seek to avoid conflicts of interest wherever possible.
We believe it is important that the decision-making process
is not impaired by an individual being conflicted by either
an actual or a potential conflict. However, we recognise that
from time to time situations may arise which could result in
actual or potential conflicts and, accordingly, we have a formal
system in place enabling Directors and members of senior
management to declare any such conflicts and for those conflicts
to be reviewed and, if appropriate, authorised by the Board.
A register of conflicts is maintained by the Company Secretary.
The Company’s conflict of interest policy also requires our
employees to declare any actual or potential conflicts of interest.
The Audit Committee and the Board have applied the principles
and processes set out above during 2024 and confirm that they
have operated effectively.
In addition, on an annual basis, the Company Secretary writes to
each of our significant shareholders requesting their cooperation
to identify conflicts of interest and related parties and continues
to engage with them to identify any actual or potential conflict of
interest that may arise on an ongoing basis.
Third-parties
We maintain high standards of business conduct in our dealings
with all third-parties in order to promote mutually beneficial
relationships and protect our reputation. We do not seek to
win or maintain business by acting illegally or contrary to our
contractual agreements. Our relationships with third-parties
are conducted on a fair and honest basis. We expect our third-
parties to maintain the same standards of business conduct as
we adhere to.
Engagement with stakeholders
During the year, the Board continued to monitor the Company’s
key stakeholders and their impact on key strategic objectives.
As well as ad hoc updates from management, discussions on
engagement activity with the Company’s key stakeholders
took place at scheduled Board meetings throughout the year.
Further information on stakeholder engagement and how the
Board has complied with s172 of the UK Companies Act 2006 can
be found on page 24.
The Group’s Code of Conduct also sets a framework for how
it partners with, and invests in, communities (local, regional
and global) to achieve mutual long-term benefits. The Group
contributes to socio-economic development through taxes,
royalties and other local payments and donations. Further details
of our community programmes can be found in our sustainability
section on pages 26 to 61.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 67
Communities and environment
Protecting and sustaining the communities and the natural
environment and supporting our host communities in which
we work is fundamental to maintaining our social licence to
operate and to creating a long-term sustainable business.
We strive to maintain high standards of environmental
protection and we do not compromise our environmental
values for profit or production. We seek to maintain proactive
and constructive engagement with the local communities that
could potentially be affected by our operations, and assets and
invest within these communities to support social and economic
development. Further information on how we engage with
communities can be found in the sustainability section of this
report on pages 26 to 61.
Workforce engagement
The Board recognises the importance of our workforce as a key
component in the Company’s ability to deliver its strategy and
has appointed Canan
Edib
og˘l
u
as its Designated INED (‘DINED’)
for workforce engagement. During 2024, Canan
Edib
og˘l
u
was
invited to engage with the Genel workforce through informal
conversations over brunch in Istanbul and lunch in London and
went on to provide feedback from her conversations to the Board
of Directors.
In addition, throughout the year, where appropriate, the
Executive Committee and their direct reports were provided
with the opportunity to present various topics to the Board or
relevant Board Committee for discussion.
Communication with investors
We communicate on a regular basis with our investors via
presentations and calls as part of our annual financial calendar
including holding video conferences with analysts on the
morning of key updates to the business being made to the
market. We also liaise with them on an ad hoc basis as and when
questions arise. During 2024, we held c.100 investor meetings,
attended seven conferences and held four presentations via the
Investor Meet platform.
In 2024, the meetings were held with major shareholders in
order to discuss the current position of the business and its
future strategy. Our major shareholders are encouraged to meet
with the Chair to discuss any matters that they would like to
raise outside the formal financial calendar. We welcome an open
dialogue with all our investors.
The Board receives regular investor relations updates covering
key investor meetings and activities, as well as shareholder and
investor feedback.
We also engage with our shareholders via our website at
genelenergy.com
2025 AGM
The 2025 AGM will be held on Thursday, 8 May 2025, at
Linklaters LLP, One Silk Street, London, EC2Y 8HQ, UK at
11.00am.
The Notice of AGM accompanies this Annual Report and sets out
the business to be considered at the meeting. Both this Annual
Report and the Notice of AGM are available on our website at
genelenergy.com
Board leadership and company purpose
68 Genel Energy Annual Report 2024
Division of responsibilities
Independence of the Board
The Independent Non-Executive Directors Sir Dominick Chilcott,
Canan
Edib
og˘l
u
and Yetik K. Mert are responsible for ensuring an
appropriate challenge of management and the decisions of the
Board. David McManus (as Chair) was considered independent
at the time of his appointment. The Independent Directors
and the Chair meet regularly in a private session after Board
meetings and on other occasions. Tolga Bilgin is not considered to
be independent.
The Board considers that there is an appropriate balance between
Executive and Non-Executive, Independent and Non-Independent
Directors, with a view to promoting shareholder interests and
governing the business effectively.
Roles and responsibilities
We believe that it is important to ensure that there is a clear division of roles between the Chair, Chief Executive Officer, and Senior
Independent Director of the Company.
David McManus
Chair
David McManus is the Chair. The Chair
reports to the Board and is responsible for
the leadership and overall effectiveness
of the Board, overseeing the strategy of
the Company and for setting the Board’s
agenda. Specific responsibilities of the
Chair include ensuring the effective
running of the Board, ensuring that the
Board agenda is forward-looking with an
emphasis on strategic issues and ensuring
the performance of the Board and its
Committees is effective and in line with best
practice. A culture of openness and debate
is encouraged by the Chair by ensuring
constructive relations between Executive
and Non-Executive Directors and ensuring
effective communication between the
Company and its shareholders. The Chair’s
other significant commitments are included
in his biography on page 74.
Paul Weir
Chief Executive Officer
Paul Weir is the Chief Executive Officer.
The Chief Executive Officer is responsible
for all executive management matters of
the Company. He reports to the Chair and to
the Board directly. Specific responsibilities
include the day-to-day management of
the Group within delegated authority
limits, identifying and executing strategic
opportunities, managing the risk profile
and ensuring appropriate internal controls
are in place, maintaining a dialogue with
the Chair and the Board on important
and strategic issues, ensuring the proper
development of senior management and
succession planning for executive positions.
Canan
Edib
og˘l
u
Senior Independent
Non-Executive Director
Canan
Edib
og˘l
u
is the Senior Independent
Director. Canan
Edib
og˘l
u
is available to
shareholders who have concerns that
cannot be addressed through the normal
channels of the Chair or the Chief Executive
Officer. She acts as a sounding board for
the Chair and an intermediary for other
Directors if and when necessary.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 69
Board of Directors
Our committee structure - 2024
Audit
Committee
Ensuring integrity and
objectivity of published
financial information
Remuneration
Committee
Ensuring an appropriate
approach to remuneration
that supports the delivery of
the business strategy
Nomination
Committee
Ensuring the
continuation of a high
calibre Board
Reserves
Committee
Ensuring a robust
reserves review process
Ch
air
Canan Edib
og˘l
u
Chair
Yetik K. Mert
Chair
David McManus
Chair
David McManus
Members
Yetik K. Mert
Members
Sir Dominick Chilcott
David McManus
Members
Sir Dominick Chilcott
Tolga Bilgin
Canan Edib
og˘l
u
Yetik K. Mert
Members
Paul Weir
Meetings in 2024
3 scheduled
Meetings in 2024
2 scheduled
Meetings in 2024
2 scheduled
1 ad hoc
Meetings in 2024
3 scheduled
1 ad hoc
Read more p. 81 Read more p. 84 Read more p. 79 Read more p. 78
Board attendance
Main Board Audit Remuneration Nomination Reserves
David McManus
Paul Weir
Tolga Bilgin
1
Sir Dominick Chilcott
2
Canan Edibog˘lu
3
Yetik K. Mert
Sir Michael Fallon
4
denotes scheduled meeting attended
denotes ad hoc meeting attended
denotes scheduled meeting not attended
denotes ad hoc meeting not attended
reason for non-attendance = not a Director
1
Tolga Bilgin was appointed to the Nomination Committee on 30 July 2024
2
Sir Dominick Chilcott was appointed to the Board on 1 September 2024
3
Canan Edibog˘lu
was unable to attend the ad hoc Board meeting in October 2024 due to prior arranged conflict
4
Sir Michael Fallon stepped down as a member of the Board on 9 May 2024
Composition, succession, and evaluation
70 Genel Energy Annual Report 2024
Meetings of the Board
The Board meets five times each year and schedules other
meetings as necessary to fulfil its role. During the year the
Board held 17 meetings in total of which 12 were in addition to
those scheduled.
There are detailed agendas for each Board meeting which are
developed by the Chair, the CEO, and the Company Secretary.
The Board also has an annual rolling agenda that sets out the
key topics for consideration at each meeting. In addition to the
scheduled meetings of the Board, Directors receive updates from
management in between meetings on the performance of the
business against the agreed strategy and on its operations.
Operation of the Board
The Chair is responsible for ensuring that the Board operates
effectively. The Non-Executive Directors provide scrutiny and
oversight to hold to account the performance of management and
the Executive Director. The Board operates within an open style
of communication and debates issues openly and constructively
within an environment that encourages healthy debate and
challenge both inside and outside the boardroom.
The Directors receive board papers and other relevant information
in a timely manner ahead of meetings. Board papers are delivered
through an electronic portal that enables Directors to access them
wherever they are in the world. The timely provision of relevant
information to Directors is vital in ensuring they are able to fulfil
their role of effective oversight and challenge and for enabling the
Board to make effective decisions.
Board Committees
During 2024, four Board committees were operational: (i) the Audit
Committee, (ii) the Remuneration Committee, (iii) the Nomination
Committee and (iv) the Reserves Committee.
Each committee has adopted terms of reference under which
authority is delegated by the Board, copies of which are available
at genelenergy.com. The Audit Committee and Remuneration
Committee consist only of Independent Non-Executive Directors
save that David McManus, who was independent upon his
appointment is a member of the Remuneration Committee.
During the year the Board of Directors disbanded the International
Relations Committee and incorporated topics discussed by this
Committee into the Board’s standing agenda.
Board composition
There are six directors on the Board, one of whom is Executive and
five (including the Chair) are Non-Executive. Three (excluding the
Chair) are independent under the Code. In addition, the Chair was
independent on appointment and one shareholder representative
Director is not considered independent.
Skills, knowledge, experience, and attributes
of Directors
The Board considers that a diversity of skills, background,
knowledge, experience, perspective, and gender is required
in order to govern the business effectively. The Board and its
Committees work actively to ensure that the Executive and Non-
Executive Directors continue to have the right balance of skills,
experience, independence and group knowledge necessary to
discharge their responsibilities.
The Non-Executive Directors bring with them international and
operational experience gained both in the sectors in which we
operate and in other areas of business and public life.
All Directors are required to devote sufficient time and
demonstrate commitment to their role. Further details of the
Directors’ skills and experience are set out on pages 73 to 75 of this
Annual Report.
Board composition, international diversity, skills
and experience of the Board
Board composition
Total number of Directors
Independent Directors
Non-Independent Directors
Executive Directors
International diversity
British
Turkish
Skills and experience of the Board
Natural resources
Managing and leading
Governance
Financial capital markets
HSSE
Remuneration
Foreign affairs
Directors’ induction and ongoing development
In order to govern the Group effectively, Non-Executive Directors
must have a clear understanding of the overall strategy, together
with a sound knowledge of the business and the industry within
which it operates.
The Chair, together with the Company Secretary, is responsible
for ensuring that all new Directors receive a full, formal and
tailored induction upon appointment to the Board. This includes
a detailed overview of the Company and its governance practices
and meetings with key personnel from across the Group in order
to develop a full understanding of the business, its strategy and
business priorities in each area.
Following his appointment to the Board in September 2024 Sir
Dominick Chilcott received a full and comprehensive induction
into the business strategy, operations, processes, policies and
procedures across the business. As part of his induction, Sir
Dominick Chilcott met with each member of the Executive
Committee, Heads of Departments and visited the Company’s
offices in both London and Istanbul.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 71
Board performance review
The Board engaged independent advisors Bovill-Newgate to facilitate a performance review of the Board’s effectiveness during 2024.
The previous three Board evaluations were conducted internally by the Chair, with the last external evaluation being conducted in
2020. The scope of the review covered the performance of the Board, its Committees and the Directors. The external performance
review considered strategic and risk oversight; composition including an assessment of the balance of skills, experience and diversity;
functioning of Board processes and meetings and the quality of materials presented and Board culture and behaviours. As part of the
performance review Bovill-Newgate conducted an electronic survey among Board members, held one-to-one virtual meetings with
each member of the Board, and were invited to observe a Board meeting. Bovill-Newgate is a member of the Ocorian group who is
engaged by the Company to provide company secretarial and employee benefit trustee services. Bovill-Newgate and Ocorian have no
other connection with the Company or any of its individual Directors.
Actions taken following the 2023 effectiveness review
Board Committees
To review the Board Committee structure taking
into consideration the reduction in the Company’s
operating activities.
At the end of 2023, the Board decided to disband the HSSE
Committee and in 2024 the International Relations Committee
was also disbanded. The matters previously considered by the
HSSE Committee and International Relations Committee have
been incorporated into the Board’s rolling agenda.
Composition and succession planning
Review of the size and composition of the Board of Directors.
The composition and size of the Board was reviewed by
the Board of Directors ahead of the appointment of Sir
Dominick Chilcott.
Strategy implementation
Continued focus on the implementation of our strategy and
delivering value to our shareholders.
During 2024, the Board of Directors continued to focus
on the implementation of strategy and delivering value to
our shareholders.
Actions arising from the 2024 effectiveness review
Board processes - To review the number of scheduled board meetings held in
the year remains appropriate
- Perform a review of the Board matters arising and Board
Committee terms of reference to ensure delegations and
responsibilities are clear
- To further streamline Board packs
Risk
To embed the enhanced risk management framework that has
been introduced over the last 12 months into Board discussions
and decision-making.
Diversity and succession planning
To document the Board succession planning processes and
incorporate regular reviews and document board diversity.
Overall, the 2024 Board performance review concluded that the Board functions well and each of its Committees are effective
with strong leadership and engagement, allowing adequate time to discuss areas within their remit. An independent review of the
performance of each of the Directors was undertaken by Bonvill-Newgate.
Following these performance reviews, the Board considers that each of the Directors continues to make an effective and valuable
contribution and demonstrates their commitment to the role. Accordingly, the Board recommends the re-election/election of each
Director at the Company’s forthcoming AGM. It is the Board’s intention to continue to review its performance annually, including that
of its Committees and individual Directors.
Composition, succession, and evaluation
72 Genel Energy Annual Report 2024
Board of Directors
1.
4.
7.
2.
5.
3.
6.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 73
Board of Directors
1. David McManus
Chair
Appointed: 5 February 2020.
Committee memberships: Chair of
the Nomination Committee, and the
Reserves Committee and member of the
Remuneration Committee.
Key skills and experience: David has vast
experience as an international business
leader in the energy sector with strong
technical and commercial skills. He has
over 40 years experience in technical,
commercial, business development,
general management, and executive roles
across all aspects of the oil & gas and
energy business, spanning most regions
of the world.
Current external appointments: David
is currently serving as a Non-Executive
Director for Hess Corporation, a large,
integrated US oil and gas company.
Previous relevant experience: David
retired as Chair of FlexLNG, a Norwegian-
listed LNG shipping company, in April
2024. From May 2014 to February 2020,
he served as a Non-Executive Director
at Costain plc, one of the UK’s leading
smart infrastructure solutions providers.
Additionally, he was a Non-Executive
Director on the Board of Rockhopper
Exploration plc until May 2019, where
he held the position of Chair from 2016
to 2019.
David’s other past directorships include
Caza Oil & Gas Inc and Cape plc, where
he served as Chair from 2006 to 2008.
His earlier career featured several
executive roles, including Executive Vice
President for International Operations at
Pioneer Natural Resources, and positions
at BG Group, Atlantic Richfield Company
(ARCO), LASMO plc, and Shell UK.
2. Paul Weir
Chief Executive Officer
Appointed: Executive Director and Chief
Executive Officer on 3 October 2022.
Committee memberships: Member of the
Reserves Committee.
Key skills and experience: Paul has
worked for almost 40 years in upstream
E&P having spent time in the North
Sea, South East Asia and Africa with
experience of onshore and offshore oil
and gas operations. Paul joined Genel as
Chief Operating Officer in January 2020,
with responsibility for all production
assets and functional leadership of the
operational disciplines before being
appointed as Interim CEO on 9 June 2022.
Paul was then appointed, by the Board, as
CEO in October 2022.
Before joining Genel, Paul was Group
Head of Operations and Safety at Tullow
Oil. Prior to that Paul spent 13 years at
Talisman, where he was VP of Production
& Exploration, leading Operations
in Malaysia.
Current external appointments: None.
Previous relevant experience: Paul
has worked in a variety of operational
roles for Nippon Oil, Elf, Occidental
and Total. Paul holds an MBA in Oil &
Gas Management from Robert Gordon
University in Aberdeen.
3. Canan
Edib
og˘l
u
Senior Independent
Non-Executive Director
Appointed: 21 June 2020.
Committee memberships: Chair of the
Audit Committee, and member of the
Nomination Committee.
Key skills and experience: Canan has
significant financial, corporate and
industry experience. She had almost 30
years of experience at Royal Dutch Shell,
culminating in her role as the country
chair and CEO of Shell Turkey between
2001 and 2009. Prior to this, she was
the CFO of Shell Turkey, preceded by
a series of positions at the company
across numerous aspects of the business,
notably marketing, treasury and planning.
Since leaving Shell, Canan has advised
a number of companies including
Accenture, Maersk, and APM Terminals in
developing their businesses in Turkey.
Current external appointments:
Currently, Canan serves as a Non-
Executive Director of ING Bank in Turkey,
a role she has held since 2010. She is also
a voluntary member of various NGOs, and
is a board member of the Turkish Autism
Society, the Global Relations Forum, and
the World Resource Institute where she
previously served as Chair for the Centre
for Sustainable Transport.
Previous relevant experience: Canan’s
previous board experience includes roles
as a Non-Executive Director at Tupras
(2017 to 2024), Prysmian Turkey (2013 to
2019) and Aygaz (2011 to 2017). Canan is
the former President of PETDER (Turkish
Association of Petroleum Industrialists)
and Chair of the Oil Industry Council
Turkish Union of Chambers and
Commodity Exchanges. She also served
as a board member of the World Wide
Fund for Nature (WWF).
74 Genel Energy Annual Report 2024
4. Sir Dominick Chilcott
Independent Non-Executive Director
Appointed: 1 September 2024.
Committee memberships:
Member of the Nomination and
Remuneration Committees.
Key skills and experience: Sir Dominick
Chilcott brings a wealth of expertise from
his distinguished career as a diplomat
over four decades at the UK’s Foreign
and Commonwealth Office. Sir Dominick
most recently served as the British
Ambassador to Türkiye from 2018 to
2022. His diplomatic tenure included roles
as the Ambassador to Ireland (2012 to
2016), briefly as the Ambassador to Iran
(2011), as Deputy Head of Mission at the
British Embassy in Washington (2008 to
2011) and as Britain’s High Commissioner
to Sri Lanka (2006 to 2007).
Current external appointments: Sir
Dominick currently serves as a Director
of Groze Consulting and is the President
of the British Institute at Ankara, which
promotes research in the arts, humanities
and social sciences of Türkiye and the
Black Sea region.
5. Yetik K. Mert
Independent Non-Executive Director
Appointed: 22 December 2021.
Committee memberships: Chair of the
Remuneration Committee, and member of
the Audit and Nomination Committees.
Key skills and experience: Yetik has
almost 40 years’ technical, commercial,
business development, and general
management experience, including
holding executive and non-executive
directorship roles across the energy
utility and industrial sectors in MENA,
CEE, and the USA.
Current external appointments: In June
2024, Yetik was appointed as a Non-
Executive Director of Yesilirmak Elektrik
Dagitim Ticaret A . S¸ , a Turkish electricity
distribution company. Yetik also serves
as a Non-Executive Director and Chair
of the Remuneration, Governance and
Nomination Committees on the Boards
of Turkish companies Çimsa Çimento
Sanayi ve Ticaret A . S¸ ,and Afyon Çimento
Sanayi Turk A . S¸ (Sabancı Holding Group
Companies), which operate in the
industrial construction sector.
Previous relevant experience: Between
1982 and 2004 Yetik undertook a
number of engineering, strategic
planning and business development roles
across various industries including the
manufacturing and construction sectors.
In 2004, he became CEO of the Energy
division at Sabancı Holding A . S¸ rising
to become CEO of the Enerjisa Group
(Integrated Energy Utility) in 2011. In 2016,
he became CEO of STFA Group Holding
Company and Chair of the operational
companies within the same group, tasked
with the total restructuring of the Group.
6. Umit Tolga Bilgin
Non-Executive Director
Appointed: 5 February 2020.
Committee memberships: Member of the
Nomination Committee.
Key skills and experience: Ümit Tolga
Bilgin is a seasoned executive with over
26 years of experience in the energy
sector. As the CEO and Deputy Chairman
of Bilgin Enerji Yatırım Holding A . S¸ ., he
has played a pivotal role in shaping the
company into a key player in Turkey’s
energy industry. His leadership has
been instrumental in the development,
financing, and execution of large-scale
wind, hydro, and thermal energy projects.
Bringing extensive expertise in corporate
management, strategic leadership,
mergers and acquisitions, and finance, he
provides valuable insights to the Board,
particularly in navigating complex energy
markets and driving sustainable growth.
Previous relevant experience: In 2018,
he led and executed the acquisition of
the 890 MW Samsun Combined Cycle
Gas Power Plant from OMV, a milestone
transaction that reinforced Bilgin
Energy’s position in the sector.
7. Chandni Karania
Company Secretary
Appointed: 1 November 2022.
Chandni Karania joined Genel in early
2013 as Assistant Company Secretary
and was appointed Deputy Company
Secretary in June 2017. Prior to joining
Genel Chandni was the Company
Secretarial Assistant at Misys PLC and
Azko Nobel. Chandni holds an LLB from
the University of Reading, an MBA from
the University of Chicago Booth School of
Business and is a Fellow of the Chartered
Governance Institute.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 75
4.
Executive Committee
1. 2.
3.
76 Genel Energy Annual Report 2024
1. Mike Adams
Technical Director
Formerly Head of Exploration and
New Business, Mike was appointed
as Technical Director on 1 June 2019,
with responsibility for all pre and
pilot production activities relating to
exploration, appraisal, and new business,
as well as the subsurface department.
Mike has 35 years of experience in the
oil and gas industry in a wide variety
of exploration, exploitation and global
business development roles. Prior to
joining Genel in 2012, Mike worked in
a series of technical and leadership
positions for companies including British
Gas, Amerada Hess, Gulf Keystone
Petroleum and Sterling Energy. Mike holds
a MSc in Petroleum Geology from Imperial
College London and is a Fellow of the
Geological Society.
2. Luke Clements
Chief Financial Officer
Luke joined the Company in 2011 to advise
on the merger of Vallares Plc and Genel
Enerji, and became Group Financial
Controller in 2015 and Head of Finance
in 2019, responsible for a broad range
of financial, commercial, M&A, treasury
and risk management related activities.
Prior to joining the Company, Luke spent
seven years at KPMG, where he was
head of department and advised multiple
FTSE100 and FTSE350 companies across
a range of sectors. Luke holds an LLB
in Law from the University of Sheffield.
He was promoted to Chief Financial
Officer in May 2022.
3. Jamie Dykes
General Counsel
Jamie has practised as a lawyer for
nearly 25 years exclusively in the energy,
natural resources, and international trade
sectors. Prior to joining Genel in 2012, he
worked in-house at Mobil Corporation and
then ExxonMobil Corporation and was
latterly General Counsel of BHP Billiton
Petroleum in Houston, Texas. He advises
on a wide range of conventional oil and
gas related issues including PSCs, JOAs,
farm-in agreement negotiations and also
has particular experience in advising
companies operating in emerging
markets with a focus on anti-bribery,
sanctions and legal compliance issues.
Jamie trained as a litigation lawyer
at Norton Rose in the City of London
and holds an MA in Classics from the
University of Cambridge.
4. Berna Özkoç Öztınaz
Chief HR Officer
Berna joined Genel in June 2020 and
has over 25 years of HR and business
support experience. Her most recent
role was Chief Human Resources Officer
at DeFacto. She is the President of
the European Association of People
Management (EAPM) and Board Member
of the World Federation of People
Management Associations (WFPMA),
representing Europe. Prior to DeFacto,
she worked at STFA Holding for 3 years
as Strategy and Human Resources Chief
Officer. She spent 11 years at ENERJISA,
where she held a number of leading HR,
Strategy and Business Support roles
and was a Board Member of AYEDAS
and BASKENT Electricity Distribution
companies. She previously worked at
KORDSA and TURSAB.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 77
Reserves Committee
Ensuring a robust reserves and resources process
Meetings held in 2024
Three scheduled meetings
One ad hoc meeting
Chair:
David McManus
Member:
Paul Weir
Reserves Committee time spent
Reserves and resources 51%
Asset development plans 43%
Governance 6%
Dear Shareholder,
Key responsibilities and activities of the Reserves Committee during 2024
As part of the Company’s governance processes, the Reserves Committee continues to provide oversight over the reserves and
resources assessment process and approves the annual reserves and resources statement. Below is a summary of the Committee’s
key responsibilities and activities over the past year.
Responsibility Activity Key discussions
Reserves and resources review
To ensure a robust reserves and resources
review process
— February 2024: reviewed reports
on the 2023 year-end reserves and
resources position for each asset
— August 2024: reviewed asset
development plans for each asset
— Examined the assessment from
DeGolyer and MacNaughton on Takwe
PSC reserves and resources
— Discussed asset development plans
under various different scenarios
External reporting
To review the Company’s statement of
reserves, independent reserves evaluator’s
reports and any material changes in
reserves volumes
— March 2024: approved the 2023
statement of reserve and resources
— Discussed changes in reserves and
resources during 2023
External reserves evaluator
To review the qualification and
independence of the independent qualified
reserves evaluator
— Confirmed the qualified reserves
auditors remained independent and
endorsed their appointment
Reserves and resources
In order for the Committee to discharge its responsibilities it
receives and considers reports from management, technical
experts and external independent reserves evaluators
as required ahead of approving the annual reserves and
resources statement. The Committee examined a preliminary
assessment from DeGolyer and MacNaughton on the Tawke
PSC at which Genel has a 25% working interest. The outcome
of this assessment was that at the 2024 year-end gross 2P
reserves at the Tawke PSC, adjusted for 2024 production of
29MMbbls, stood at 297 MMbbls (2023: 326 MMbbls). These 2P
reserves remain subject to final confirmation by the Operator.
Genel continues to retain 11.7 MMbbls of these 2P resources
associated with the Tawke field enhanced oil recovery project
as 2C.
The Committee considered that in light of no new wells being
drilled at the Taq Taq licence and production being shut-in
from May 2023, no independent assessment of reserves and
resources would take place for the 2024 year-end. Although the
Company has entered into an agreement to dispose of its
interest in Taq Taq (subject to KRG approval) as at 31 December
2024 it continued to hold 10.3 MMbbls of net 2P reserves.
In addition, the Reserves Committee reviewed asset
development plans, presented by each of our Asset Managers.
The asset level strategy, opportunities and risks were reviewed
for each of the Company’s assets. This review of each asset
development plan enables the Committee to scrutinise the way
forward to monetise value from each of our assets.
Terms of reference and Committee
performance review
The Reserves Committee has detailed terms of reference which
can be viewed at genelenergy.com and as part of the Company’s
governance practices a performance review of the Committee
for the year ended 31 December 2024 was completed as part of
the wider Board performance review.
David McManus
Chair, Reserves Committee
78 Genel Energy Annual Report 2024
Nomination Committee
Ensuring a Board with the skills for long-term success
Meetings held in 2024
Two scheduled meetings
One ad hoc meeting
Chair:
David McManus
Members:
Tolga Bilgin
1
Sir Dominick Chilcott
2
Canan Edibog˘lu
Yetik K. Mert
Nomination Committee time spent
Succession
90%
Governance 10%
Dear Shareholder,
Key responsibilities and activities of the Nomination Committee during 2024
The purpose of the Committee is to help the Board discharge its responsibilities by leading the process for appointments, ensuring plans
are in place for orderly succession to both Board and senior management positions, and overseeing the development of a diverse pipeline
for succession.
The Committee’s terms of reference align with the UK Corporate Governance Code and are accessible on the Company’s website. Below is a
summary of the Committee’s key responsibilities and activities over the past year.
Responsibility Activity Key discussions
Board structure, size and composition
Review the structure, size and composition
of the Board, having due regard to the
Company’s strategic, operational and
commercial requirements and overall
diversity of Board members
— May 2024: Reviewed the size and
composition of the Board ahead of
commissioning an external search
process for a new Independent Non-
Executive Director
— Reviewed and approved the job
description for the vacant Independent
Non-Executive Director position
Recommend the appointment/re-appointment of Directors at the AGM
Annually making recommendations to the
Board on the re-appointment of Directors
at the AGM
Reviewing candidates for any open Board
position
— March 2024: Recommended the re-
appointment of Directors at the AGM
— Summer 2024: Interviewed and
considered candidates for an open
Board position before making a
recommendation to the Board
— Provided a recommendation to the
Board to put forward Directors for re-
appointment at the 2024 AGM
— Recommended the appointment of
Sir Dominick Chilcott as a Independent
Non-Executive Director
Succession planning
Succession planning for Directors and other
senior executives
— September 2024: During the year the
Committee kept succession planning
arrangements under review
— Reviewed talent management across
the Company and identified potential
internal candidates
1
Tolga Bilgin was appointed as a member of the Nomination Committee on 30 July 2024
2
Sir Dominick Chilcott was appointed as a member of the Nomination Committee on 1 September 2024
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 79
Board composition
In discharging its duties, the Committee keeps under review the
composition and balance of the Board. The Committee is aware
of the need to align the Board’s composition with the Company’s
strategy and to ensure the Board has the necessary skills to
ensure the Company’s long-term success. As part of its work,
the Committee assists the Board in ensuring that it consists of
individuals whose background, skills, experience and personal
characteristics will augment the present Board and meet its
future needs.
Following the retirement of Sir Michael Fallon from the Board of
Directors on 8 May 2024, the Committee spent time considering
which additional skills and experience were required in order to
ensure the Board as a whole contained the appropriate experience
and skills to deliver the Company’s strategy. The Company’s
strategic priorities, main trends and factors affecting the long-
term success and future viability of the Company were taken
into consideration.
The Committee engaged Heidrick & Struggles, an independent
executive search agency to undertake a comprehensive search
process and then made a recommendation to the Board.
The Committee as a whole was closely involved in identifying
and agreeing on a short list of candidates. On 1 September 2024,
the Board approved the recommendation of the Committee that
Sir Dominick Chilcott be appointed as an Independent Non-
Executive Director.
When conducting the search for a new Board Director, we
consider candidates based on merit and against objective criteria
giving due regard to the benefits of diversity on the Board.
Although the Board does not have specific Board diversity targets
(the Company’s Diversity and Equal Opportunities policy can be
found on our website) we are committed to employing a diverse
and balanced workforce to help pursue our strategy, and this
includes our Board of Directors. We also recognise diversity of
skills, knowledge, experience, culture, ethnicity and gender are
important when building an effective and talented workforce at all
levels of the organisation, including the Board. The importance of
this is highlighted in our Code of Conduct and underpinned by our
recruitment practices and dealings with our partners and suppliers.
Further information on diversity within the Company can be found
on pages 42 and 43 and the Board and senior leadership’s gender
identity and ethnicity data presented in accordance with UK Listing
Rule 6.6.6R(10) can be found on page 101.
Succession planning
The Committee reviewed the output of the 2024 talent
management process which is used throughout the Company
to identify current and future talent potential, learning and
development needs, and succession planning gaps. As part of this
review, the Committee considered the diversity of age, gender and
type of employee (full-time or contractors) across the Company.
Committee performance review
As part of the Company’s governance practices, a performance
review of the Committee for the year ended 31 December 2024
was completed as part of the wider Board performance review.
Further information can be found on page 72.
David McManus
Chair, Nomination Committee
Nomination Committee report
80 Genel Energy Annual Report 2024
Audit Committee
Ensuring integrity and clarity of published financial information
Meetings held in 2024
Three meetings
Chair:
Canan Edibog˘lu
Member:
Yetik K. Mert
Audit Committee time spent
Governance, reporting and audit
59%
Risk management and internal control 37%
Reserves and resources
4%
Dear Shareholder,
Composition of the Audit Committee
During 2024 all members of the Audit Committee were Independent Non-Executive Directors. The Committee as a whole is considered
to be competent in the oil and gas sector and meets the requirement under the UK Corporate Governance Code which requires at
least one member of the Committee to have recent and relevant financial experience.
In order to discharge its duties and responsibilities effectively during the year the Committee relied on information and support from
management and invited the CEO (Paul Weir), CFO (Luke Clements), General Counsel (Jamie Dykes) and Company Secretary (Chandni
Karania) as well as other members of staff to its meetings.
Key responsibilities and activities of the Audit Committee during 2024
The Audit Committee is entrusted with ensuring the integrity and clarity of published financial information, recommending the
appointment of our external auditors, enhancing the effectiveness of the Group’s risk management and internal assurance processes,
and overseeing related governance and compliance matters.
The Committee’s terms of reference align with the UK Corporate Governance Code and are available on our website at genelenergy.com.
Below is a summary of the Committee’s key responsibilities and activities over the past year.
Responsibility Activity Key discussions
Financial reporting
To ensure the integrity and objectivity of
published financial information, enabling
investors to make decisions based on
appropriate Company information
— March 2024: Review the Annual Report
and Accounts for the year ended 2023
— July 2024: Reviewed the 2024
interim statement
— Discussed significant issues and
judgements
— Reviewed the going concern and
viability statement
— Assessed the Annual Report in the
context of whether, taken as a whole, it
is fair, balanced and understandable
External Audit
To review the performance of the
external auditors including monitoring
their independence, effectiveness and
compliance with the non-audit services
policy
Recommending the reappointment of
BDO LLP (‘BDO’) as the Company’s
external auditors
— March 2024: Received a report from
BDO containing the conclusions of the
audit performed in respect of the 2023
Annual Report and Accounts
— July 2024: Received a report from
BDO in respect to the 2024
interim statement
— December 2024: Reviewed the year-
end 2024 external audit plan
— Reports from the external auditors on
the annual financial statements, interim
results statement and scope and plan
for the 2024 external audit
— Held private meetings with the external
auditors without the presence of
management
— Assessed the effectiveness of the
external auditor
— Approved the annual remuneration for
the external auditor
— Recommendation to re-appoint the
external auditor
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 81
Risk Management, assurance and internal controls
To ensure effective risk management,
assurance and internal control systems
To determine whether an internal auditor is
required, where one is appointed to receive
reports from the Company’s internal auditor
and monitor its effectiveness
— March 2024: Review the design of the
enhanced risk management framework
and assurance programme and
confirmed that internal controls were
appropriate and operating effectively
— July 2024: Received an update on
how enhancements made to the risk
management framework were being
operationalised and progress made
against the 2024 assurance programme
— December 2024: approved the move
to an internal assurance model and
proposed 2025 assurance plan
— Provided oversight of the Group’s
risk, assurance and internal controls
framework
— Reviewed the design and operating
effectiveness of internal controls for
routine risks
— Monitored progress against the
Company’s assurance plan and
discussed key audit findings
Treasury
To monitor the Company’s cash position and
keep the treasury policy under review
— At each meeting during the year, the
Committee received an update on the
Company’s cash position including
details on where cash was held
— Discussed the Company’s banking
arrangements and counterparties
approved under the Treasury policy
Governance and compliance
To monitor conflicts of interest
To monitor the effectiveness of the
Company’s compliance programme
including the anti-bribery and trade
sanctions processes and procedures
To monitor the Group’s subsidiaries
compliance with local law in the jurisdiction
in which they are incorporated
— At each meeting during the year the
Committee received an update on the
compliance programme
— December 2024: approved the
conflicts of interest register
— December 2024: reviewed compliance
of the Group’s subsidiaries
— Discussed preparation being
undertaken to ensure compliance
with the UK Economic Crime and
Transparency Act 2022
— Reviewed the conflicts of interests of
Directors and senior managers
Annual Report and Accounts
The Audit Committee reviews the Annual Report and Accounts to ensure that it is fair, balanced and understandable, and goes on to
make a recommendation to the Board ahead of the Annual Reports being approved.
As part of its role for both the interim and full-year financial statements, the Audit Committee reviews the financial statements
including the key estimates, judgements and significant issues that management has used in applying accounting standards and
preparing the financial statements. The table below identifies each of the significant issues, estimates and judgements during the
preparation of the year ended 31 December 2024 financial statements.
Significant issues and judgements Audit Committee action
Oil price forecast
The Committee reviewed the Company’s oil price forecast at the half-year and full-year.
The Company’s oil price forecast was determined by reference to Brent futures market and
consensus oil price, and smoothed to $75/bbl in the long-term.
Discount rate
The Committee has reviewed the discount rate used for assessing the recoverable amount of
its producing assets and maintained it at 14%.
Impairment of producing oil assets
When considering potential indicators of impairment, the Audit Committee considered the
production performance of the assets, activity schedules, costs, pricing terms, payments
and the continued closure of the Iraq-Türkiye pipeline throughout 2024 which resulted in
the deferment of activity, production and sales into the domestic market whereby a low
sales price was realised. At the full-year the Committee also considered the output of the
Reserves Committee process. Whilst there was no impairment/reversal of past impairment
for Tawke PSC, the disposal release of the Company’s share of rights, benefits, liabilities
and obligations in the Taq Taq PSC to its partner (subject to KRG approval) has resulted in a
write-off expense of $2.2 million.
Audit Committee report
82 Genel Energy Annual Report 2024
Significant issues and judgements Audit Committee action
Trade receivables recoverable value
The Company is owed six months of sales revenue for the period between October 2022 and
March 2023 as at 31 December 2024. The delay in payments was assessed in terms of the
recoverability of trade receivables by applying a number of collection scenarios which were
weighted based on expected repayment timing and this assessment resulted in an expected
credit loss of $11.7 million.
Going concern and viability
The key inputs and sensitivities applied to the Company’s viability statement and going
concern assessment were reviewed by the Committee. The Committee concluded that the
Company remains a going concern and is expected to remain viable over the next three
year period.
External audit
The effectiveness and the independence of the external auditor
are key to ensuring the integrity of the Group’s published
financial information. Prior to the commencement of the audit,
the Committee reviews the external auditor’s audit plan which is
designed to ensure that there are no material misstatements in
the financial statements for the year ended 31 December 2024.
At the year-end the Committee received and discussed a detailed
report from BDO regarding the work performed as part of the
audit including the scope, materiality thresholds and risks.
The Committee monitors and approves the provision of non-
audit services by the Company’s external auditors in accordance
with the policy on non-audit services. The provision of non-
audit services is generally limited to services that are closely
connected to the external audit or to projects that require a
detailed understanding of the Group (for example the half-year
interim review) and require preauthorisation by the Committee
under the terms of the policy.
In 2024, the ratio of non-audit to audit and audit related fees
paid to BDO was 1:6, the non-audit fee paid was $81,000, further
details of which can be found on page 125 of the notes to the
financial statements. These fees reflect the interim review under
the provisions of ISRE 2410 completed by BDO in respect of the
half-year report for the period ended 30 June 2024.
Following a tender process in 2020, BDO was re-appointed as
the Company’s external auditor at our 2024 AGM and Anne
Sayers has been appointed as the Senior Statutory Auditor to
the Company.
Risk management
As part of the Company’s control framework the Committee
assisted the Board in monitors and reviews risk management
procedures and risk reporting. An overview of the Company’s
risk management procedures and principal risks can be found on
pages 16 to 23.
Internal Audit and Assurance
Following a competitive tender process in 2017, Ernst & Young
LLP (‘EY’) was appointed as the Group’s internal auditor, with a
direct reporting line to the Audit Committee Chair. As disclosed
in our 2023 Annual Report, our 2024 assurance plan was led
by management using internal resources with EY providing
independent challenge and feedback on the execution of
the plan. This included the Audit Committee holding private
meetings with EY without the presence of management to
discuss internal audit findings and areas of common focus.
Throughout 2024, the Committee reviewed the output of the
internal assurance plan which covered assurance reviews into
the SL10B/13 civil engineering project, Scope 1 and Scope 2
emissions reporting, the HSE Management System, journey
management and IT security to provide some examples of the
activity being reviewed. The Committee also received updates
from EY who had provided oversight to the assurance work
completed by the management team.
The Audit Committee recognises that an effective internal audit
and assurance function, responsible for providing independent
and objective assurance on internal control, governance
and risk management, is an important part of delivering a
strong governance culture. As part of the Audit Committee’s
remit, it reviews the effectiveness of our internal assurance
arrangements on an annual basis. Following changes to our
business and enhancements made to our internal assurance
function (with the aid of EY) during 2024, the Audit Committee
has assessed that in 2025 internal resources will be used to
provide the analysis and assurance it requires to ensure our
key controls are working appropriately and will engage with
subject matter experts for areas where specialised knowledge
is required.
The Committee has approved management’s 2025 internal
assurance plan, which reflects our activity for the year ahead.
As our business develops, the Committee will continue to review
the effectiveness of our internal assurance arrangements and
the appropriateness of using internal resources to execute the
assurance programme versus a dedicated internal audit function.
Committee performance review
As part of the Company’s governance practices, a performance
review of the Committee for the year ended 31 December 2024
was completed as part of the wider Board performance review,
further information can be found on page 72.
Canan Edibog˘lu
Chair, Audit Committee
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 83
Directors’ remuneration report
Remuneration Committee Chair’s statement
Meetings held in 2024
Two scheduled meetings
Chair:
Yetik K. Mert
Members:
David McManus
Sir Dominick Chilcott
1
Remuneration Committee time spent
Executive Director remuneration
44%
All employee remuneration
36%
Long-term incentive plans for all employees 10%
Governance
10%
Dear Shareholder,
On behalf of the Remuneration Committee, I am pleased to
present Genel’s Directors’ remuneration report for the year ended
31 December 2024.
As a Jersey registered company we are not required to prepare a
remuneration report in accordance with UK legislation, however,
it remains the policy of Genel to comply with the UK Corporate
Governance Code and remuneration regulations and so we have
once again prepared our Annual Report on Remuneration in
accordance with the Large and Medium-sized Companies and
Groups (Accounts and Reports) Regulations 2008 (as amended).
Composition of the Committee
All of the members of the Committee are Independent Non-
Executive Directors, including David McManus, Chair of the Board,
who was independent on appointment.
Remuneration Policy
Our Remuneration Policy is designed to attract, motivate and
retain the high quality of talent required to develop and implement
our strategy, thereby driving performance to deliver shareholder
value. The incentive elements which are used for Executive Director
remuneration, including cash bonuses and long-term incentive
plans, also apply to the rest of the workforce. This approach ensures
a focus on delivery and aligns the interests of all employees with the
long-term interests of the Company.
In 2024 we made some small changes to our Directors’
Remuneration Policy, focussing on the level of operational flexibility
around benefits, bonus deferral, PSP holding periods
and performance measures. This was supported by a majority of
our shareholders at the 2024 AGM. The Committee has reflected
upon the outcome of the votes for both the Remuneration Policy
and the Annual Report on Remuneration, including feedback
received from proxy advisors. The Board sought feedback from
those shareholders who did not support this resolution, and
maintains open channels for dialogue with shareholders on
remuneration matters.
Remuneration for 2024
Each year, the Company aims to reward performance across the
organisation through an annual bonus plan, which incorporates
both corporate and personal elements. The Committee reviewed
the performance against the targets outlined in the scorecard on
page 88 for the corporate element of the bonus plan. Based on
the achievement of these performance targets, the Committee
determined a corporate scorecard outcome of 45% of the
maximum. The outcome reflected achievements in production
and pre-production business including maximising value creation
through the domestic sales market as the ITP remained closed
throughout 2024. There was also progress on the divestment
process for non-profitable assets, and on the implementation of
our 2024 ESG and HSE plans and compliance and talent objectives.
However, a significant portion of the scorecard related to objectives
in relation to portfolio growth, with only limited achievement, and it
was determined that the objective in relation to the LCIA arbitration
could not be met in light of the Award made by the Tribunal in
December 2024. Further details of performance against the
targets set for the corporate element of the bonus can be found on
page 88.
Paul Weir’s 2024 bonus figure is comprised of both the corporate
and individual KPIs. His overall CEO bonus outcome was 53.2% of
maximum. The Committee determined that 75% of his bonus would
be paid in cash and 25% would be deferred into shares.
Paul, along with other members of senior management, was
granted awards under the Company’s Performance Share Plan
(PSP) in April 2024. In line with the Company’s Remuneration
Policy, the PSP aims to support the delivery of the Company’s long-
term strategy and shareholder value. The performance conditions
are measured against 50% relative TSR and 50% absolute TSR.
Performance for the 2021 PSP awards was measured based on the
Company’s TSR performance over the three years to April 2024.
Following an assessment of performance against the targets, the
vesting outcome for the 2021 PSP award was 0%.
Full details of the Remuneration Committee’s activity in 2024 are
set out in this report on page 85.
1
Sir Dominick Chilcott was appointed a member of the
Remuneration Committee on 1 September 2024
84 Genel Energy Annual Report 2024
Looking ahead
In December 2024, the Committee approved a 2.7% increase in Paul’s base salary effective, 1 January 2025. This is less than the general
increase applied to the wider UK workforce with effect from January 2025.
Paul’s 2025 annual bonus will be determined through a combination of 80% achievements against corporate metrics and 20% will reflect
personal performance. The Committee believes that closely aligning his remuneration with Company metrics will encourage the desired
behaviours that support the Company’s values and strategy.
2025 AGM
At the AGM in 2025, our shareholders will be asked to approve our Annual Report on Remuneration and I encourage you to join the Board
and vote in favour. I will be available at the AGM, along with my Committee members, to answer any questions regarding the activities of
the Committee.
Yetik K. Mert
Chair of the Remuneration Committee
Key responsibilities and activities of the Remuneration Committee during 2024
Responsibility Activity Key discussions
Remuneration policy
To implement the Remuneration Policy for the
Chair, Executive Directors, and members of the
Executive Committee
— March 2024: Put forward a revised
Remuneration Policy to shareholders at
the 2024 AGM
— March and December 2024:
Continued to apply the Remuneration
Policy principles in discussion and
implementation of remuneration for the
Chair, Executive Director, and Executive
Committee members
— Changes to the
Remuneration Policy
— Salary, bonus and LTIP awards
for the Executive Director and
Executive Committee members
— Chair fees
Wider remuneration practices
To review and have regard to remuneration
practices across the Company
To have regard in the performance of its duties
to any published guidelines or recommendations
regarding the remuneration of directors of listed
companies and formation and operation of
share schemes
— March and December 2024:
Considered remuneration practices
across the Company including the
corporate scorecard and management
recommendations for salary increases,
bonus payments, and share awards
— Wider workforce salary changes
— Outturn of the 2023
corporate scorecard
— Share awards made to the
wider workforce
— Received reports on the external
market conditions
Equity incentives
To review all aspects of any equity incentive plans
operated or to be established by the Company
— March 2024: The Committee set targets
for 2024 PSP awards and including
reviewing the relative TSR peer group
— Performance targets and
TSR peer group for the 2024
PSP award
— Monitored the performance of
existing share awards
— Considered the impact of share
awards on share dilution
External reporting
To ensure that provisions regarding the disclosure
of information, as set out in The Large and
Medium-sized Companies and Groups (Accounts
and Reports) Regulations and the UK Corporate
Governance Code, are considered
— March 2024: Reviewed the Annual
Report on Remuneration for 2024 prior
to submission to shareholders for a non-
binding vote at the AGM
— Considered the remuneration-
related elements of the 2024 UK
Corporate Governance Code
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 85
Directors’ remuneration report
Annual Report on Remuneration
This part of the Annual Report provides details of the implementation of the Directors’ Remuneration Policy (the ‘Policy’) for the year
ended 31 December 2024 and discusses how the Policy will be implemented in the 2025 financial year. Details of the Policy can be
found on pages 93 to 99.
Advisers to the Committee
Once again, the Committee was assisted throughout the year in its considerations by Deloitte LLP (‘Deloitte’), who provide independent
advice on remuneration matters. The Committee has chosen to continue with the appointment of Deloitte as it is felt they have the most
relevant experience and expertise on remuneration related matters to effectively advise the Committee.
Deloitte is a leading remuneration adviser and a member of the Remuneration Consultants Group and voluntarily operates under their
code of conduct in relation to executive remuneration consulting in the UK. In 2024, Deloitte also provided the Company with due diligence
services, services related to the Company’s conduct reporting platform, and advice in respect of the operation of the Company’s share
plans. Deloitte’s fees in respect of advice to the Committee in the year under review were £57,325 and were charged on the basis of their
standard terms of business for the advice provided. The Committee is satisfied that the advice they have received has been objective
and independent.
During the year, the Committee also consulted with the CEO (Paul Weir), Company Secretary (Chandni Karania) and the Chief Human
Resources Officer (Berna Oztınaz).
No member of the Committee nor any party from whom advice was sought is involved in discussions regarding their own remuneration.
UK Corporate Governance Code: Provision 40
The following table sets out how the Committee has addressed the factors set out in Provision 40 of the UK Corporate Governance Code in
setting and operating the Directors’ Remuneration Policy.
Clarity — The Policy is designed to support the financial and strategic objectives of the Company, taking into account UK corporate
governance expectations
— The Committee is committed to providing open and transparent disclosure of our approach to pay with our shareholders
Simplicity — The remuneration structure is simple, comprising three main elements: fixed pay (base salary, benefits allowance and pension
contributions), annual bonus, and PSP awards
— The Committee takes great care to ensure that the different aspects of the remuneration framework throughout the Company
are easy to understand for both participants and shareholders
Risk — The Committee is mindful of ensuring that incentive arrangements do not encourage excessive risk taking. The Committee
follows a robust process when setting performance targets to ensure that targets are sufficiently stretching and balanced
— Incentive arrangements support alignment with shareholders through the use of equity-based PSP awards. Variable pay awards
are also subject to malus and clawback
Predictability — The Policy sets out the maximum opportunity levels for different elements of pay
Proportionality — Payment of the annual bonus and awards under the PSP are subject to the achievement of stretching performance targets
— The targets are considered annually and take into account expectations and strategic priorities at the time
— The Committee also retains the right to apply discretion where these outcomes do not accurately reflect the performance of the
Company and/or the individual
Alignment
to culture
— The Remuneration Policy has been developed in order to align the interests of the Executive Director with the Company’s KPIs
and the interests of shareholders
Shareholder voting
Votes cast by proxy and at the meeting in respect of the Annual Report on Remuneration for the year ended 31 December 2023, and
Director’s Remuneration Policy at the AGM held on 9 May 2024, were as follows:
Number of votes cast For Against Abstentions
To approve the Remuneration Policy for Directors 195,323,420 142,845,544 52,477,876 791,330
73.13% 26.87%
To approve the Annual Report on Remuneration for the year
ended 31 December 2023
195,335,720 145,795,416 49,530,304 789,030
74.64% 25.36%
The Committee reviewed the voting outcomes for the remuneration resolutions at the 2024 AGM. This included reviewing feedback
received from proxy advisors. The Committee noted that Glass Lewis were not in support of the Remuneration Policy due to the recruitment
headroom contained within the Policy, which has been in place since 2014. The Board also sought feedback from those shareholders who
did not support these resolutions. The Committee will maintain open channels for dialogue with shareholders on remuneration matters, but
does not believe it is appropriate to take any additional action at this stage.
86 Genel Energy Annual Report 2024
Audited information
The following tables set out the total remuneration for the Executive Director and CEO, and Non-Executive Directors for the period in office
for the year ended 31 December 2024, and comparison figures where appropriate.
Salary/fees
Pension and
Benefits Total Fixed Pay Bonus LTIP
1
Total Variable Pay
Total
Name
£’000
2024
£’000
2023
£’000
2024
£’000
2023
£’000
2024
£’000
2023
£’000
2024
£’000
2023
£’000
2024
£’000
2023
£’000
2024
£’000
2023
£’000
2024
£’000
2023
Executive Director
Paul Weir 496 459 99 92 595 551 396 303 0 0 396 303 991 854
1
LTIP includes 2021 PSP awards which lapsed in full based on performance over the three years to 6 April 2024. Further details are provided on page 89
Salary/fees
1
% change in annual fee
2
Name
£’000
2024
£’000
2023
2019/
2020
2020/
2021
2021/
2022
2022/
2023
2023/
2024
Non-Executive Directors
David McManus 250 239 n/a 0.00% 0.00% 4.00% 4.5%
Tolga Bilgin 61 58 n/a 0.00% 0.00% 4.00% 4.5%
Sir Dominick Chilcott
3
25 - n/a n/a n/a n/a n/a
Canan Edibog˘lu
4
94 87 n/a 8.60% 10.50% 4.00% 8.0%
Yetik K Mert 91 87 n/a n/a 14.10% 4.80% 4.5%
Sir Michael Fallon
5
39 104 n/a 0.00% 0.00% 4.00% 4.5%
1
Non-Executive Directors received only a fee in 2024 and did not receive benefits or an annual bonus
2
The percentage change is calculated on an annualised basis where the fee was paid for part of financial year
3
Sir Dominick Chilcott joined the Board on 1 September 2024
4
Canan Edibog˘lu became Senior Independent Director on 23 September 2024
5
Sir Michael Fallon stepped down from the Board on 8 May 2024
Additional disclosures in respect of the single total figure table
Base salary
The table below shows base salary which was effective during 2024.
Base Salary on 1 January 2024 Base Salary on 1 January 2023
Paul Weir £495,720 £459,000
Salary information for 2025 is provided on page 91.
Pension and benefits
Paul Weir participates in the Company Pension Plan and receives a Company contribution of 5% of base salary. This is in line with the
pension contribution rate for the wider UK workforce.
Executive Directors receive a cash supplement of 15% of base salary in lieu of all benefits, including private health insurance, life assurance
and company car provision. This is also received by the wider UK workforce.
These cash supplements are not used in the calculation of bonus and long-term incentive quantum.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 87
Directors’ remuneration report Annual Report on Remuneration
2024 – Annual bonus, Remuneration Committee assessment of performance against targets
Following the end of the year the Committee assessed performance against the scorecard and the achievement of each of these
performance targets. The overall outcome determined by the Committee was 45% of maximum. Details of the scorecard targets and
achievements are set out below.
Bonus
performance
measure Weighting Performance target Assessment of performance against metrics
Performance
assessment
Production
business
35% — Maximise value creation
— Agree a suitable plan to recover
overdue receivables
— Establish a route to market for KRI production
— Maximised value creation through the local
sales market as the ITP remained closed
through 2024
— Free cash flow generation from domestic sales
was $20 million, with positive working capital
movement of c.$30 million
— Agreed terms to dispose of the Company’s
interest in the Taq Taq PSC, subject to the
receipt of KRG approval
22.75%
Pre-production
business
4% — Delivery of 2024 activity programme
within budget
— The scope of the 2024 activity programme was
delivered on time and within budget
4%
Culture
delivery
11% — ESG implementation
— Continued compliance focus
— Strong company culture
— Health and safety
— Our CDP scores for climate change and water
security were maintained at B
— Our 2024 social investment plan was
successfully delivered
— There were no Lost Time Incidents or Tier One
Losses of Primary Containment throughout
the year and the 2024 HSE plan was delivered
in full
— Various initiatives were developed and
launched to enhance the Company’s culture
10.75%
Business
sustainability
50% — Management of capital structure
— Progress on portfolio growth
— GEMBBL arbitration outcome
— Reduced nominal debt by $182 million
— The objective in relation to the arbitration
could not be met in light of the Award made by
the Tribunal in December 2024
7.5 %
CEO Annual bonus
Paul Weir achieved a personal performance score of 86%, reflecting performance against his objectives and recognising his strong
leadership and the disciplined approach taken across the business. This resulted in an overall bonus outcome of 53.2% of maximum.
2024 Bonus As % of maximum
Paul Weir £395,585 53.2%
Share plan awards made in 2024
The following table provides details of the awards made under the PSP during 2024. Performance for the PSP awards is measured over
the three years from the date of grant.
Type of award
Face value
1
(£) Basis of awards
Threshold vesting
(% of face value)
Maximum vesting
(% of face value)
End of
performance
period/Vesting
Paul Weir PSP £743,580 150% of salary 30% 100% 30/04/2027
1
Face value has been calculated using the average share price, ten dealing days prior to the date of grant, of 84.55 pence
PSP awards continued to be assessed 50% on relative TSR against our peer group and 50% on absolute TSR. The peer group for the 2024
PSP awards is below.
Africa Oil EnQuest Jadestone Energy Tethys Oil
Aker BP Energean Oil and Gas Kosmos Energy Tullow Oil
Capricorn Energy Gulf Keystone Pharos Energy
DNO Harbour Energy ShaMaran Petroleum Corp.
88 Genel Energy Annual Report 2024
The Relative TSR element of the award will vest according to the following schedule:
Relative TSR ranking of the Company Proportion of award vesting
Below median 0%
Median 30%
Between median and upper quartile Straight–line basis
Upper quartile 100%
The Absolute TSR element of the award will vest in accordance with the following schedule:
Absolute TSR performance of the Company Proportion of award vesting
Below 10% p.a 0%
10% p.a 30%
Between 10% p.a. and 15% p.a. Straight–line basis
15% p.a. or more 100%
Share awards
The following table provides a summary of all share awards as at 31 December 2024. Further details of the Company’s share plans are set out on pages
137 and 138.
Scheme
Grant
date
Exercise
price
(pence)
As at 1
January
2024
Granted
during
the
period
Dividend
during
the
period
Vested
during
the
period
Exercised
during the
period
Lapsed
during
the
period
As at 31
December
2024
Performance
period
end
Expiry
date
Paul Weir
1
PSP 06/04/2021 - 220,708 - - - - 220,708 - 06/04/2024 06/04/2031
PSP 04/04/2022 - 212,932 - - - - - 212,932 04/04/2025 04/04/2032
PSP 06/04/2023 - 708,296 - - - - - 708,296 06/04/2026 06/04/2033
DBP 06/04/2023 - 36,240 - - - - - 36,240 06/04/2025 06/04/2033
PSP 30/04/2024 - - 879,455 - - - - 879,455 30/04/2027 30/04/2034
1
Awards made to Paul Weir prior to 10 June 2022 were made to him before he became Interim CEO
2021 Performance Share Plan Awards – performance target
1. Relative TSR vesting schedule and comparator group (50% weighting)
The Relative TSR element of the 2021 PSP award was subject to the following
vesting schedule:
Relative TSR ranking of the Company Proportion of Award Vesting
Below median 0%
Median 30%
Between median and upper quartile Straight line basis
Upper quartile 100%
This element was subject to the Company’s ranked TSR performance against the
following Comparator Group:
Africa oil Energean Oil and Gas ShaMaran Petroleum
Aker BP Gulf Keystone Tethys Oil
Capricorn Energy Harbour Energy Tullow Oil
DNO Kosmos Energy
Enquest Pharos Energy
2. Absolute TSR vesting schedule
The Absolute TSR Performance Target means the compound annual growth rates
(CAGR) in the TSR of the Company.
The Absolute TSR element of the Award will vest in accordance with the
following schedule:
Absolute TSR performance of the Company Proportion of Award Vesting
Below 10% p.a 0%
10% p.a 30%
Between 10% p.a. and 15% p.a. Straight line basis
15% p.a. or more 100%
3. Performance
— Based on the Company’s TSR performance over the performance period the
Company is ranked 14th against the comparator group and achieved vesting of
0% of this element
— Absolute TSR performance: The Company’s absolute TSR performance over
the three year performance period was -16.1% p.a., resulting in vesting of 0% of
this element
— Cumulative performance outcome: The cumulative impact of the above
performance for the relative and absolute TSR elements results in 0% of April
2021 awards vesting
Payments to past Directors
In 2024, there were no payments made to past Directors.
Payment for loss of office
In 2024, there were no payments made to Directors for loss of office.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 89
Directors’ remuneration report Annual Report on Remuneration
Statement of Directors’ shareholding and share interests
The following table sets out details, as at 31 December 2024, of the shareholdings and share interests of those persons (together with,
where relevant, the shareholdings and share interests of their connected persons) who, during the 2024 financial year, served as a Director.
The Company does not currently operate a formal shareholding guideline, but Executive Directors are expected to build up their holding
over time.
Director
Ordinary shares as at
31 December 2023
Ordinary shares as at
31 December 2024
Interest in share options granted
as at 31 December 2024
David McManus - - -
Paul Weir 47,393 47,393 1,836,923
Tolga Bilgin
1
- - -
Canan Edibog˘lu - - -
Yetik K Mert 107,000 208,500 -
Sir Dominick Chilcott
2
n/a - -
Sir Michael Fallon
3
9,000 9,000 -
1
Bilgin Grup Dog˘al Gaz A.S¸, of which Tolga Bilgin is the CEO and holds 6.64% of the shares, holds 66,350,163 shares in the Company as at 31 December 2024
2
Sir Dominick Chilcott became a Non Executive Director of Genel Energy plc on 1 September 2024
3
Sir Michael Fallon ceased to be a Non Executive Director at Genel Energy plc on 8 May 2024
This represents the end of the audited section of the report.
Historical TSR performance and CEO remuneration outcomes
The following graph shows the Company’s TSR for the past ten years of the Company’s shares trading on the London Stock Exchange
against the FTSE350 Oil & Gas Producers Index. The Committee believes that the FTSE350 Oil & Gas Producers Index remains the most
appropriate index as these companies are Genel’s direct UK listed comparators
Total Shareholder Return
0
20
40
60
80
100
120
140
160
180
31/12/2014 31/12/2015 31/12/2016 31/12/2017 31/12/2018 31/12/2019 31/12/2020 31/12/2021 31/12/2022
Genel Energy FTSE350 oil & gas producers
31/12/2023 31/12/2024
The table below summarises the CEO single figure for total remuneration, annual bonus pay-outs and LTIP vesting levels as a percentage of
maximum opportunity for the 10 year period ending 31 December 2024.
2015 2015 2016 2017 2018 2019 2019 2020 2021 2022 2022 2023 2024
Chief Executive
Officer
Tony
Hayward
2
Murat
Özgül
2
Murat
Özgül
Murat
Özgül
Murat
Özgül
Murat
Özgül
2
Bill
Higgs
2
Bill
Higgs
Bill
Higgs
Bill
Higgs
2
Paul
Weir
2
Paul
Weir
Paul
Weir
CEO single figure
remuneration
(£’000)
468 531 1,519 1,765 1,882 299 1,112 1,281 1,442 400 440 854 991
Annual bonus
pay-out
(as a % of
maximum
opportunity)
0% 36.2% 71.4% 82.1% 72.5% 60% 65% 78% 77% 57.6 % 59% 66% 53.2%
Long-term
incentive vesting
out-turn
(as a %
of maximum
opportunity)
0% 0%
1
0% 0% 0% 0% n/a 50%
3
65.8% 0% n/a 0% 0%
1
The Committee exercised its discretion to reduce the vesting under the 2013 PSP awards from 30% to 0%
2
Pro-rated according to period holding Executive Directorship
3
This vesting is in relation to the December 2017 PSP award granted to Bill Higgs prior to his appointment as CEO
4
The CEO single figure remuneration stated in this table is as per the total remuneration report for the year reported annually
90 Genel Energy Annual Report 2024
Percentage change in remuneration of the Executive Directors
The table below shows the percentage change in the Executive Directors’ salary, benefits and annual bonus between the financial years
ended 31 December 2019 and 31 December 2024 compared to the average for permanent employees of the Company.
The percentage change in base salary, benefits and annual bonus for the CEO compares outcomes of the period spent holding the position
as CEO for five years between 2019 and 2024.
Base salary Benefits Bonus
2019/
2020
2020/
2021
2021/
2022
2022/
2023
2023/
2024
2019/
2020
2020/
2021
2021/
2022
2022/
2023
2023/
2024
2019/
2020
2020/
2021
2021/
2022
2
2022/
2023
2023/
2024
2
CEO 38.4% 3.5% (13.3%) (3.0%) 8.0% 38.4% 3.5% (17.8%) 2.5% 8.0% 66.1% (0.9%) (33.84%) 9.5% 30.6%
All
employees
10.4% 10.4% (12.4%) 9.93% 7.59% 6.8% (3.2%) (3.2%) 58.94% 14.75% 9.7% (7.4%) (34.62%) 15.39% 7.26%
1
For 2022, Bill Higgs stepped down as CEO on 1 June and Paul Weir was appointed as Interim CEO on 9 June
2
This year-on-year increases is a reflection of a decrease in average headcount and foreign exchange impact
Relative importance of the spend on pay
The table below illustrates the current year and prior year overall expenditure on pay. The regulations require that we report
distributions received by shareholders through dividends and share buy-backs. We did not buy-back shares during 2024 nor were any
dividends distributed.
Remuneration paid to all employees $m
2023 21.03
2024 16.33
Implementation of Remuneration Policy in 2025
This section provides an overview of how the Committee is proposing to implement our Remuneration Policy in 2025.
In determining the salary increase for Paul Weir for 2025, the Committee took into consideration a number of factors including:
— The individual’s skills and experience
— Business performance
— Salary levels for similar roles within the industry
— Pay and conditions elsewhere in the Company
— Any recent salary increases
The Committee decided to increase the base salary of Paul Weir by 2.7% with effect from 1 January 2025, this being below the base salary
increases made across the workforce. The table below shows his base salary for 2025.
Base salary from 1 January 2025
Paul Weir £509,104
Pension and Benefits
Executive Directors receive a cash supplement in lieu of all benefits, private health insurance, life assurance, and company car provision and
a separate pension contribution is provided. The cash supplement and pension contribution is not included in calculating bonus and long-
term incentive quantum.
The approach to pension and benefits will be unchanged for 2025. The benefit supplement will be 15% of base salary and Company pension
contribution 5% of base salary. This is in line with the pension contributions for the wider UK workforce. This table shows Paul’s benefits
allowance for 2025.
2025 benefits allowance 2025 pension contribution
Paul Weir £76,366 £25,455
Annual bonus
The maximum bonus opportunity for the Chief Executive Officer for 2025 will remain 150% of base salary, with performance measured
20% against personal performance metrics and 80% against Company metrics. It is intended that 25% of any bonus earned for 2025 will
be subject to deferral.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 91
Directors’ remuneration report Annual Report on Remuneration
The Committee has once again set a clear focus on short-term delivery for the 2025 annual bonus in order to drive value delivery for
shareholders. Recognising the importance of the production business the Committee has increased the weighting of the scorecard in this
area. The scorecard also reflects the importance of key performance indicators related to business sustainability as we continue to focus on
managing our capital structure and look for opportunities to grow the portfolio. Continued success of the delivery in culture is expected as
we pursue this via strong targets in compliance, in high performance and of the delivery of our ESG plan.
Bonus performance measures Specific targets Percentage
Production business — Deliver value creation from core assets within the 2025 work plan and budget
— Recovery of overdue receivables
— Maintain a route to market for KRI production
42%
Pre-production business — Delivery of the 2025 activity programme within budget 5%
Culture delivery — ESG implementation
— Continued compliance focus
— Optimising talent strategy and technology capability
— Health and Safety targets met
10%
Business sustainability — Management of capital structure
— Progress on portfolio growth
43%
Performance share plan
PSP awards are normally granted as nil-cost options. The number of awards granted are normally determined by reference to a percentage
of base salary.
The 2025 award for Paul Weir will be based on a face value of 150% of base salary. The awards will vest after the completion of the three
year performance period, subject to relative and absolute TSR targets being met. No further holding period will apply.
The peer group for the measurement of the relative TSR element of the 2025 award, representing 50% of the award, has been reviewed
and revised to better align with the Company’s scale and operations shown below:
Afentra Enquest Panoro Energy Rockhopper Exploration
Africa Oil Gulf Keystone Pharos Energy Tullow Oil
Capricorn Energy Jadestone Energy Savannah Energy
DNO Kosmos Energy ShaMaran Petroleum
The relative and absolute TSR vesting schedule will remain the same as for awards made in 2024, as outlined on page 88. In line with good
governance practice the Committee retains discretion in relation to overall vesting outcomes.
Chair and Non-Executive Director remuneration
Non-Executive Director fees were reviewed in 2024 and it was agreed that a 2.7% increase would be applied to Non-Executive Director fees,
this being below the rate of base salary increase being made across the workforce.
Role Fee for 2024 Fee for 2025
Non–Executive Chair £249,964 £256,713
Senior Independent Director £10,868 £11,161
Non–Executive Director £60,861 £62,504
Additional fee for membership of two or more Board Committees £15,215 £15,626
Additional fee for chairing a Board Committee:
Role Fee for 2024 Fee for 2025
Audit Committee £15,215 £15,626
Remuneration Committee £15,215 £15,626
Reserves Committee No additional fee No additional fee
Nomination Committee No additional fee No additional fee
The Committee is responsible for determining the remuneration for the Executive Directors and the Chair of the Board. The Chair of the
Board together with the Executive Directors determine the fees and overall remuneration for the Non-Executive Directors.
Yetik K Mert
Chair of the Remuneration Committee
17 March 2025
92 Genel Energy Annual Report 2024
Remuneration Policy
This part of the report sets out a summary of the Directors’ Remuneration Policy (the
‘Policy’). This Policy was approved by shareholders at the 2024 AGM and took effect from
9 May 2024. A copy of the shareholder approved Policy is available at genelenergy.com in the
Investor Relations section.
The Committee will keep the Policy under review to ensure that
it continues to promote the attraction, retention and motivation
of the high-performing executive talent required to deliver
the business strategy. It is the Committee’s intention that the
Policy be put to shareholders for approval every three years.
Should any changes be required before the end of the three-year
period, the amended Policy will be put to shareholders, following
shareholder consultation as appropriate.
The Company is incorporated in Jersey. Accordingly, the
Company does not have the benefit of the statutory protections
afforded by the UK Companies Act 2006 in the event that
there were to be any inconsistency between this Policy and any
contractual entitlement or other rights of a Director. Therefore,
in the event that there were to be any payment which was
inconsistent with this Policy, the Company would not have
the statutory right, under section 226E of the UK Companies
Act 2006 to recover such payments from its Directors.
Consistent with the Company’s commitment to adhere to UK
legislation, the Company intends to only make payments to
Directors in accordance with this policy.
In order to avoid any conflicts of interest the Company’s
Executives can only attend meetings of the Remuneration
Committee at the invitation of the Remuneration Committee
Chair and will not be involved in determining their own pay.
Remuneration Policy table
Fixed remuneration
Salary
Purpose and link to strategy
— To provide fixed remuneration which is balanced, taking into account the complexity of the role and the skills and
experience of the individual
— Salary is set at a level to attract and retain individuals with the requisite level of experience/ background necessary to
deliver the Company’s strategy
Operation
— The Committee takes into account a number of factors when setting salaries, including:
— scope and complexity of the role
— the skills and experience of the individual
— salary levels for similar roles within the international industry
— pay elsewhere in the Group
— Salaries are reviewed, but not necessarily increased, annually with any increase usually taking effect in January
Maximum opportunity
— While there is no defined maximum opportunity, salary increases are normally made with reference to the average
increase for the Company’s wider employee population
— The Committee retains discretion to make higher increases in certain circumstances, for example, following an increase in
the scope and/or responsibility of the role or the development of the individual in the role
Performance measures None
Pension
Purpose and link to strategy — To provide a simple and broadly market competitive pension provisions
Operation — A contribution to the Mandatory Pension Scheme operated for UK based employees or cash supplement in lieu of
pension contribution
— Pension contributions and cash supplements are not included in calculating bonus and long-term incentive quantum
Maximum opportunity — Workforce aligned pension contribution for Executive Directors (as a percentage of salary) who participate in the
Mandatory Pension Scheme provided by the Company to all UK based employees or an equivalent cash supplement of up
to 5% of salary (in line with the contribution rate for UK employees)
— The Committee keeps the pension policy and level of cash supplements under review. The Committee may adjust cash
supplements and pension contribution levels in line with changes for other UK based employees
Performance measures None
Benefits
Purpose and link to strategy
— To provide a simple and broadly market competitive benefit cash allowance
Operation
— A cash supplement is provided in lieu of all benefits (excluding pension). Cash supplement is not included in calculating
bonus and long-term incentive quantum
— Other benefits, for example private medical or participation in HMRC qualifying all employee share schemes may be
provided if they are introduced by the Company and if the Committee considers appropriate
Maximum opportunity
— While there is no defined maximum opportunity, the cash supplement in lieu of benefits is currently 15% of base salary.
Where private medical benefits or similar benefits are provided, the value of the cash supplement will be reduced.
The Committee keeps the benefit policy and level of cash supplements under review, and may adjust cash supplements
Performance measures None
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 93
Variable remuneration
Annual bonus
Purpose and link to strategy — To incentivise and reward the achievement of annual financial, operational and individual objectives which are key to the
delivery of the Company’s strategy
Operation — Awards are based on objectives set by the Committee over a combination of goals which may include financial,
operational and individual goals, normally measured over one financial year
— Objectives and the mix of goals are set for each award to ensure that they remain targeted and focused on the delivery
of the Company’s short-term goals
— The Committee sets targets which require appropriate levels of performance, taking into account internal and external
expectations of performance
— As soon as practicable after the year-end, the Committee meets to review performance against objectives and
determines payout levels
— The Committee has overall discretion to adjust the extent to which bonuses are paid including reducing payment to nil
where the Committee determines that the outcomes would not reflect underlying performance
— The Committee retains the flexibility to either allow the bonus to be paid in cash or require a portion of the bonus to
be deferred. The level of any deferral will be set by the Committee as appropriate. Deferral can be in cash or shares.
Deferral into shares will be in the form of awards under the Deferred Bonus Plan (DBP). DBP awards may be conditional
share awards or nil-cost options. DBP awards that vest may benefit from the value of dividends (if any) which would
have been paid during the period between award and exercise and may assume reinvestment in the Company’s shares.
The Committee retains the flexibility over the deferral period but would usually apply a two year deferral period.
Any vested options must be exercised within ten years of the date of grant
Maximum opportunity — Maximum award opportunity for Executive Directors is 150% of base salary for each financial year
Performance measures — At least 70% of the award will be assessed against Group metrics including financial, operational, health and safety, ESG
and any other measures as may be deemed appropriate and relevant to the period. Any remainder of the award will be
based on performance against individual objectives
— A sliding scale of between 0% and 100% of the maximum award is paid dependent on the level of performance
Performance share plan (‘PSP’)
Purpose and link to strategy — To incentivise and reward the creation of long-term shareholder value
— To align the interests of the Executive Directors with those of shareholders
Operation — Awards granted under the PSP (normally in the form of conditional share awards or nil-cost options) vest subject to
achievement of performance conditions normally measured over a period of at least three years other than in the case
of Buy-Out Awards - see below
— The Committee has overall discretion to adjust the extent to which PSP awards vest including where the Committee
determines that the outcomes would not reflect underlying performance
— Awards can be reduced or cancelled in certain circumstances as set out below
— Any shares that vest may benefit from the value of dividends (if any) which would have been paid during the period
between award and exercise and may assume reinvestment in the Company’s shares
— Shares that vest may be subject to a holding period. The Committee retains the discretion to determine the length of
holding period, or whether not to apply a holding period
— Any vested options must be exercised within ten years of the date of grant
— The PSP can also be used to buy out share plans awards forfeited by new Executive Directors on recruitment who
are of sufficient calibre to deliver the Company’s strategy (‘Buy-Out Awards’). Such Buy-Out Awards, as set out in the
recruitment policy below, need not be made subject to the achievement of performance conditions
Maximum opportunity — The usual maximum award opportunity in respect of a financial year is 200% of base salary
— However, in circumstances that the Committee deems to be exceptional, such as recruitment scenarios, awards of up to
300% of base salary may be made
Performance measures — Other than Buy-Out Awards, the vesting of awards is dependent on financial, operational, strategic and/or share price
measures, as set by the Committee, which are aligned with strategic objectives of the Company. No less than half of an
award will be based on share price measures
— At the minimum level of acceptable performance, no more than 30% of the award will vest rising to 100% for
maximum performance
Directors’ remuneration report Remuneration Policy
94 Genel Energy Annual Report 2024
Notes to the Policy table
The Committee reserves the right to make any remuneration
payments and/or payments for loss of office (including
exercising any discretions available to it in connection with
such payments) notwithstanding that they are not in line with
the Policy set out above where the terms of the payment were
agreed (i) before the 2014 AGM (the date the Company’s first
shareholder-approved Directors’ Remuneration Policy came into
effect); (ii) before the Policy contained in this report comes into
effect, provided that the terms of the payment were consistent
with the shareholder-approved Directors’ Remuneration Policy
in force at the time they were agreed; or (iii) at a time when the
relevant individual was not a Director of the Company and, in the
opinion of the Committee, the payment was not in consideration
for the individual becoming a Director of the Company. For these
purposes ‘payments’ includes the Committee satisfying awards
of variable remuneration and, in relation to an award over
shares, the terms of the payment are ‘agreed’ at the time the
award is granted.
Performance measures and targets
Annual bonus
The annual bonus performance measures are designed to
provide an appropriate balance between incentivising Executive
Directors to meet financial targets for the year and to deliver a
combination of specific strategic, operational and/or personal
goals. This balance allows the Committee to review the
Company’s performance in the round against the key elements
of our strategy and appropriately incentivise and reward
Executive Directors.
Bonus targets are set by the Committee each year to ensure
that Executive Directors are focused on the key objectives for
the period. In doing so, the Committee takes into account a
number of internal and external reference points, including the
Company’s business plan.
PSP
The ultimate goal of our strategy is to provide long-term
sustainable returns to shareholders. The Committee currently
considers that a mix of relative and absolute TSR is the most
appropriate measure to assess the underlying financial
performance of the business while creating maximum alignment
with shareholders and encouraging long-term value creation.
Malus and clawback provisions
Malus provisions allow that the Committee may cancel or reduce
(including to nil) any annual bonus payment or DBP award
prior to payment/grant, or cancel or reduce including to nil the
number of shares awarded under the PSP prior to vesting.
Clawback provisions apply to any or all of the annual bonus
(including DBP) and PSP awards where it is considered
appropriate by the Committee. Clawback may be applied up to
one year after payment for bonus awards (or the vesting of the
DBP awards) and two years after vesting for PSP awards.
The circumstances in which the above provisions apply may
include fraud, misconduct or misbehaviour by the participant,
the information used or the calculation of an award or
performance condition is found to be materially incorrect,
a material misstatement of the Company’s audited financial
results for which the participant has significant responsibility
or which led to an award vesting to a greater extent than
would otherwise have been the case, a significant downturn
in financial performance to which the Participant’s actions
significantly contributed, a material breach of health and safety
regulations, or any other similar circumstances as determined by
the Committee.
Plan rules
The PSP and DBP shall be operated in accordance with the rules of
the plans as approved by shareholders and amended from time to
time in accordance with those rules. In particular:
— The plan rules provide for adjustments in certain
circumstances, for example, awards may be adjusted in the
event of variation of the Company’s share capital, demerger,
special dividend, re-organisation or similar event
— In the event of a change of control of the Company, existing
share awards will vest in line with the plan rules to the extent
the Committee determines, taking into account the extent
to which any performance conditions (where applicable)
have been satisfied and, unless the Committee determines
otherwise, the time elapsed since that time. The Committee
may, in the event of a winding-up of the Company, demerger,
delisting, special dividend or other event which the Committee
considers may affect the price of shares, allow awards to vest
on the same basis
— The performance conditions may be replaced or varied if
an event occurs or circumstances arise which cause the
Committee, acting fairly and reasonably, to determine that
a substituted or amended performance condition would be
more appropriate (taking into account the interests of the
shareholders of the Company) provided that the amended
performance condition would not be materially less difficult to
satisfy than when originally set
— The Committee may elect, prior to vesting or exercise in the
case of options, to deliver the value of vested awards as cash
For Annual Bonus awards, the Committee retains the ability
to adjust the targets and/or set different measures and alter
weightings for any performance condition(s) if one or more
events occur which cause it to determine that an amended,
adjusted or substituted performance condition(s) would be more
appropriate so that the conditions achieve their original purpose
(e.g. in the event of a material divestment of a business, capital
transactions, changes to accounting standards and other events
not foreseen at the time the targets were set). The Committee
has overall discretion to determine the level of bonus.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 95
Chair and Non-Executive Directors
Chair fees
Purpose and link to strategy — To provide an appropriate reward to attract and retain a high calibre individual with the relevant skills, knowledge and
experience to lead the Board of Directors
Operation — The fee for the Chair is normally reviewed annually but not necessarily increased
— The remuneration of the Chair is set by the Committee
— The Chair receives a set fee for the role; no additional fees are payable for other Committee memberships
— The fee is payable in cash, although the Committee retains the right to make payment in shares
Maximum opportunity — While there is no maximum level, fees are set considering:
— market practice for comparative roles
— the time commitment and duties involved
— the requirement to attract and retain the quality of individuals required by the Company
— Travel and accommodation costs and other expenses reasonably and wholly incurred in the performance of the role of
Chair of the Company may be reimbursed or paid for directly by the Company, as appropriate, and may include any tax
due on the expense
— The Chair does not participate in any of the Company’s incentive plans
Performance measures None
Non-Executive Director (NED) fees
Purpose and link to strategy — To provide an appropriate reward to attract and retain high calibre individuals with the relevant skills, knowledge
and experience
Operation — The fees for the Non-Executive Directors are normally reviewed annually but not necessarily increased
— The remuneration of the Non-Executive Directors is a matter for the Chair and the Executive Directors
— Non-Executive Directors receive a standard basic fee. Where applicable, they also receive additional fees for additional
responsibilities. Currently this includes chairing a Committee and for the membership of two or more Committees
— The Committee has the flexibility to pay an additional fee for the roles of Senior Independent Director and Deputy Chair
— Although no additional fee is currently paid for the role of the Chair of the Nomination Committee, the Company retains
the flexibility to pay such a fee if appropriate
— The fee is payable in cash, although the Committee retains the right to make payment in shares
Maximum opportunity — While there is no maximum level, fees are set considering:
— market practice for comparative roles
— the time commitment and duties involved
— the requirement to attract and retain the quality of individuals required by the Company
— Travel and accommodation costs and other expenses reasonably and wholly incurred in the performance of the role of
Non-Executive Director of the Company may be reimbursed or paid for directly by the Company, as appropriate, and may
include any tax due on the expense
— The Non-Executive Directors do not participate in any of the Group’s incentive plans
Performance measures None
Non-Executive Directors may receive professional advice in respect of their duties with the Company which will be paid for by
the Company.
Non-Executive Directors are also covered by the Company’s directors’ and officers’ insurance policy and provided with an indemnity.
Recruitment policy
In determining remuneration for new appointments to the Board, the Committee will consider all relevant factors including, but
not limited to, the calibre of the individual and their existing package, the external market and the existing arrangements for the
Company’s current Executive Directors, with a view that any arrangements offered are in the best interests of the Company and
shareholders and without paying any more than is necessary.
Where the new appointment is replacing a previous Executive Director, salaries and total remuneration opportunity may be higher
or lower than the previous incumbent. If the appointee is expected to develop into the role, the Committee may decide to appoint the
new Executive Director to the Board at a lower than typical salary. Larger increases (above those of the wider employee population)
may be awarded over a period of time to move closer to market level as their experience develops.
Pension and benefits will normally be limited to those outlined in the remuneration policy table above. However, additional benefits
may be provided by the Company where the Committee considers it reasonable and necessary to do so. Such circumstances may
include where an Executive Director is required to relocate in order to fulfil their duties. In such cases, additional allowances would
normally be provided under a standard expatriate package in respect of certain benefits, which may include the provision of a housing
allowance, education support, health insurance, tax advice, a relocation or repatriation allowance and a home leave allowance.
It is expected that the structure and quantum of the variable pay elements would reflect those set out in the policy table above.
However, the Committee recognises that, as an independent oil and gas company, it is competing with global firms for its talent. As a
result, the Committee considers it important that the recruitment policy has sufficient flexibility in order to attract the calibre of
individual that the Company requires.
Directors’ remuneration report Remuneration Policy
96 Genel Energy Annual Report 2024
Therefore:
— Under the annual bonus, the Committee reserves the right to provide either a one-off or ongoing maximum bonus opportunity of up
to 200% of salary if this is required to secure an external appointment
— The Committee would also retain the discretion to flex the balance between annual and long-term incentives and the measures
used to assess performance for these elements, while maintaining the intention that a significant portion of variable pay would be
delivered in shares
— Variable pay could, in exceptional circumstances, be delivered via alternative structures, again with the intention that a significant
portion would be share-based, but in all circumstances subject to an ongoing over-riding cap of 600% of salary. This cap excludes
any awards made to compensate the Director for incentive awards or any other remuneration arrangements forfeited from their
previous employer (see below)
The above flexibility will only be used if the Committee believes such action is absolutely necessary to recruit and motivate a
candidate from the global market. The Committee commits to explain to shareholders the rationale for the relevant arrangements
following any appointment.
Where an Executive Director is appointed from within the Group, the normal policy of the Company is that any legacy arrangements
would be honoured in line with the original terms and conditions. Similarly, if an Executive Director is appointed following an
acquisition of or merger with another company, legacy terms and conditions would be honoured.
The Committee retains the discretion to make appropriate remuneration decisions outside the standard policy to meet the individual
circumstances of the recruitment, when an interim appointment to fill an Executive Director role is made on a short-term basis or a
Non-Executive Director or the Chair takes on an executive function on a short-term basis.
Buy-outs
In order to facilitate recruitment, the Committee may make a one-off award to ‘buy-out’ incentive awards and any other compensation
arrangements that a new hire has had to forfeit on leaving their previous employer. In doing so, the Committee will take into account
all relevant factors including any performance conditions attached to the forfeited awards, the likelihood of those conditions being
met, the proportion of the vesting/performance period remaining and the form of the award (e.g. cash or shares). Where possible, the
forfeited awards will normally be bought out on an estimated like-for-like basis. Any such awards may be made under the terms of the
PSP or as permitted under the Listing Rules.
The Committee is at all times conscious of the need to pay no more than is necessary, particularly when determining any possible
buyout arrangements.
Recruitment of Chair and Non-Executive Directors
In the event of the appointment of a new Chair and/or Non-Executive Director, remuneration arrangements will normally be in line
with those detailed in the relevant table above.
Executive Director service contract
The key employment terms and other conditions of the current Executive Directors, as stipulated in their service contracts which are
not of any fixed term, are set out below.
Element Policy
Notice period — 12 months’ notice by either the Company or the Executive Director. This is also the policy for new recruits
Termination payment — It is the Company’s policy for new service contracts that it may terminate employment by making a
payment in lieu of notice (‘PILON’) equivalent to (i) 12 months’ base salary (ii) 12 months’ cash supplement
in lieu of pension and (iii) the Executive Director’s annual benefit allowance
— Upon termination by the Company, an Executive Director has a duty to mitigate, and use reasonable
endeavours to secure alternative employment as soon as reasonably practicable. There are specific
provisions requiring a reduction in any phased PILON payments in the event that the Executive Director
finds alternative employment
Remuneration and
benefits
— Participation in all incentive schemes, including the annual bonus, the DBP and the PSP, is non-contractual
— Outstanding awards will be treated in accordance with the relevant plan rules
Executive Director services contracts and Non-Executive Director letters of appointment are available for inspection at the Company’s
registered office address.
The service contract of an Executive Director may also be terminated immediately and with no liability to make payment in certain
circumstances, such as the Executive Director bringing the Group into disrepute or committing a fundamental breach of their
employment obligations.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 97
Policy on payment for loss of office
In the event that the employment of an Executive Director is terminated, any compensation payable will be determined in accordance
with the terms of the service contract between the Company and the employee, as well as the rules of any incentive plans.
Payments for loss of office may only be made within the terms of the Remuneration Policy.
The Company considers a variety of factors when considering leaving arrangements for an Executive Director, including individual
and business performance, the obligation for the Director to mitigate loss (for example by gaining new employment) and other
relevant circumstances (e.g. ill health). The Committee may make other payments in connection with a Director’s cessation of office
or employment where the payments are made in good faith in discharge of an existing legal obligation (or by way of damages for
breach of such an obligation) or by way of settlement of any claim arising in connection with the cessation of a Director’s office or
employment. Any such payments may include but are not limited to paying any fees for outplacement assistance and/or the Director’s
legal and/or professional advice fees in connection with his cessation of office or employment.
If an Executive Director’s employment is terminated by the Company, or in good leaver circumstances at the discretion of the
Remuneration Committee, the Executive Director may receive a time pro-rated bonus, subject to Remuneration Committee discretion.
The Company’s Share Retention Policy continues to apply once an Executive Director leaves office, subject to Remuneration
Committee discretion where the Remuneration Committee considers there are exceptional circumstances or on death.
Payments for loss of office can be made where an amendment to the Remuneration Policy authorising the Company to make the
payment has been approved by the shareholders.
The treatment of outstanding share awards is governed by the relevant share plan rules. The following table summarises the leaver
provisions of share plans under which Executive Directors may currently hold awards.
PSP
Leaver reasons where
awards may continue
to vest
— Death
— Redundancy, injury, ill health or disability
— Retirement
— Sale of the Company or business by which the participant is employed outside the Group
— Any other scenario in which the Committee determines good leaver treatment is justified (other than
summary dismissal)
Vesting
arrangements
— Awards will vest to the extent determined by the Committee taking into account the achievement of any
performance conditions at the relevant vesting date and, unless the Committee determines otherwise, the
period of time which has elapsed between grant and cessation of employment
— The vesting date for such awards will normally be the original vesting date and not accelerated, although
the Committee has the flexibility to determine that awards can vest upon cessation of employment
— In the event of death, all unvested awards will normally vest at that time to the extent determined by the
Committee taking into account the achievement of any relevant performance conditions as at the date of
death and, unless the Committee determines otherwise, the period of time that has elapsed since grant
— Under ordinary circumstances the Company’s Share Retention Policy will continue to apply, unless the
Committee determines otherwise
Treatment for any
other leaver reason
— Awards lapse in full
DBP
Leaver reasons where
awards may continue
to vest
— Death
— Any other scenario (excluding summary dismissal)
Vesting
arrangements
— The vesting date for such awards will normally be the original vesting date and not accelerated, although
the Committee has the flexibility to determine that awards can vest upon cessation of employment
— In the event of death, all unvested awards will normally vest at that time to the extent determined by
the Committee
Treatment for any
other leaver reason
— Summary dismissal – awards lapse in full
— If there is an ongoing investigation unless otherwise determined by the Committee, awards will only vest,
become exercisable or settled after the conclusion of the investigation
Directors’ remuneration report Remuneration Policy
98 Genel Energy Annual Report 2024
Chair and Non-Executive Director letters of appointment
The Chair and Non-Executive Directors have letters of appointment which set out their duties and responsibilities. They do not have
service contracts with either the Company or any of its subsidiaries.
The key terms of the appointments are set out in the table below.
Provision Policy
Period — In line with the UK Corporate Governance Code, the Chair and all Non-Executive Directors are subject to annual re-
election by shareholders at each AGM
— After the initial three-year term, the Chair and the Non-Executive Directors are typically expected to serve a further
three year term
Termination — The appointment of the Chair and Non-Executive Directors is terminable by either the Company or the Director by
giving three months’ notice
— The Chair and Non-Executive Directors are not entitled to any compensation upon loss of office
— The Chair and Non-Executive Directors are entitled to payment in lieu of notice in line with their letter of appointment
Consideration of shareholder views
The Committee continues to be mindful of shareholder views when evaluating and setting ongoing remuneration strategy and we
commit to consulting with shareholders prior to any significant changes to our Remuneration Policy.
It is the Committee’s policy to correspond with shareholders that have engaged on remuneration matters during the year, which it has
done and the Committee has considered their views at its meetings.
Minor changes
The Committee may make minor amendments to the Policy set out above for regulatory, exchange control, tax or administrative
purposes or to take account of a change in legislation without obtaining shareholder approval for that amendment.
Remuneration arrangements throughout the Company
The Remuneration Policy for Executive Directors is designed in line with the remuneration principles that underpin remuneration across
the Company. When making decisions in respect of Executive Director remuneration arrangements, the Committee takes into consideration
the pay and conditions for employees throughout the Company, including the local inflationary impact for the countries in which we
operate. As stated in the Policy table, salary increases are normally made with reference to the average increase for the wider employee
population. The Company places a significant focus on variable remuneration, ensuring that a meaningful proportion of remuneration
across all employees is based on performance, through its operation of the annual bonus plan throughout the Company and participation
in share incentive plans. Genel uses the annual bonus and share incentive schemes to reward its employees and create alignment with the
Company’s culture.
In the UK, employee remuneration packages consist of the same five elements as Executive Directors’ remuneration packages: base
salary, pension, benefits cash allowance, annual bonus and share awards. In all other jurisdictions in which the business operates we aim to
replicate this structure to the extent that it is possible but take local considerations into account.
Genel is committed to strengthening and widening employee share ownership by the use of share incentives granted under our share plans.
As a result currently approximately 68% of employees participate in our share plans.
The Committee does not directly consult with our employees as part of the process of determining executive pay. However the Committee
regularly receives analysis around the wider workforce which allows the Committee to make decisions on executive pay in the context of the
approach being taken across the Company.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 99
Other statutory and regulatory information
Management report
The Directors’ Report, together with the Strategic Report set out on pages 1 to 61, form the Management Report in alignment with the
purposes of Disclosure Guidance and Transparency Rule (DTR) 4.1.5R.
Statutory information contained elsewhere in the Annual Report
Information required to be part of a Directors’ Report can be found elsewhere in the Annual Report as indicated in the table below and
is incorporated into this report by reference.
Information Location in Annual Report
Results and dividends Pages 112 to 140
Likely future developments in the business of the Company or its subsidiaries Pages 10 to 12
Subsequent events Page 139
Corporate social responsibility Pages 26 to 61
Greenhouse gas emissions Page 31
Section 172 statement and stakeholder engagement Page 24
Colleagues (employment of disabled persons, workforce engagement and policies) Pages 42 to 43
Engagement with suppliers, customers and others in a business relationship Page 24
Corporate governance statements Pages 63 to 65
Directors’ details (including changes made during the year) Pages 73 to 75
Related party transactions Note 23 on page 139
Diversity Page 42
Share capital Note 18 on page 135
Viability statement Page 23
Going concern and fair, balanced and understandable statements Page 12 and 63
Employee share schemes (including long-term incentive schemes) Note 21 on pages 137 to 138
Financial instruments: information on the Group’s financial instruments and risk
management objectives and policies, including our policy for hedging
Notes 16 and 17 on pages 133 to 134
Statements of responsibilities Page 103
Disclosure table pursuant to UK Listing Rule (LR) 6.6.4R
The following table provides references to where the information required by UK Listing Rule 6.6.4R are disclosed:
UK Listing Rule and requirement
1
Disclosure
6.6.1R(3) Long-term incentive schemes (UKLR 9.3.3R) Note 21 on pages 137to 138
1
Each of the other disclosures required under UK Listing Rule 6.6.1R are not applicable to Genel Energy plc.
Principal activities
Genel Energy plc is a Jersey incorporated company listed on the London Stock Exchange. We are committed to complying with
regulatory requirements in both Jersey and the UK. We were in full compliance with the provisions of the Code in 2024, with the
exception of provision 36. As previously reported in our 2023 Annual Report, the post-vesting holding period for Performance Share
Plan awards granted in 2024 was suspended, and this will remain the case for 2025 awards. This decision was taken to enhance
the competitiveness of Genel’s remuneration offering to our senior management team, taking into consideration the remuneration
package as a whole and the global environment in which we compete for talent. A copy of the Code can be found at frc.org.uk/
corporate/ukcgcode.cfm.
100 Genel Energy Annual Report 2024
AGM
Your attention is drawn to the Notice of AGM enclosed with this
report, which sets out the resolutions to be proposed at the
forthcoming AGM. The meeting will be held at Linklaters LLP,
One Silk Street, London, EC2Y 8HQ, on Thursday, 8 May 2025 at
11.00am.
Articles of Association of the Company
Under the Jersey Companies Law, the capacity of a Jersey
company is not limited by anything contained in its memorandum
or articles of association. Accordingly, the memorandum
of association of a Jersey company does not contain an
objects clause.
Certain provisions have been incorporated into the articles
of association to enshrine rights that are not conferred by
the Jersey Companies Law, but which the Company believes
shareholders would expect to see in a company listed on the
London Stock Exchange.
Provisions in the articles of association also require shareholders
to make disclosures pursuant to Chapter 5 of the Disclosure
and Transparency Rules, and require the Directors to comply
with Chapter 3 of the Disclosure and Transparency Rules and
themselves to require any persons discharging managerial
responsibilities (within the meaning ascribed in the Disclosure
and Transparency Rules) in relation to the Company who are
not Directors to do so, and to use reasonable endeavours to
procure that their own and such persons’ connected persons
do so. The articles of association may be amended by a special
resolution of the shareholders.
Appointment and replacement of Directors
The rules for the appointment and replacement of Directors are
set out in the articles of association.
Directors
The biographical details of the Directors of the Company who
were in office during the year and as at the date of this Annual
Report are set out on pages 73 to 75. Details of Directors’
service agreements and letters of appointment are set out on
pages 96 to 98.
Details of the Directors’ interests in the ordinary shares of the
Company and in the Group’s long-term incentive schemes are
set out in the Annual Report on Remuneration on page 90.
Details of Directors submitting themselves for re-election and
election at the AGM are set out in the Notice of Meeting.
Service contracts and letters of appointment for all Directors
are available for inspection at the registered office of the
Company and will be available for inspection at the AGM.
Subject to applicable law and the articles of association and to
any directions given by special resolution, the business of the
Company will be managed by the Board, which may exercise all
the powers of the Company.
Directors’ indemnities
As at the date of this Annual Report, indemnities granted by the
Company to the Directors are in force to the extent permitted
under Jersey law. The Company also maintains directors’
and officers’ liability insurance cover, the level of which is
reviewed annually.
Diversity data as at 31 December 2024
Our gender identity and ethnicity data, in accordance with UK Listing Rule 6.6.6R(10) in the format set out in UKLR 6 Annex 1R, can be
found below. The Board and Executive Committee were asked to complete a diversity disclosure form to confirm how they identify.
The Board does not have specific Board diversity targets and the Company does not meet the requirement to have at least 40% of
the Board comprised of women. The position of Senior Independent Director is held by a woman and the Board has appointed one
Director from an ethnic minority background (as at 31 December 2024).
No. of Board
members
% of
the Board
No. of senior positions
on the Board
(CEO, CFO, SID and Chair)
No. in
Executive
Management
%
of Executive
Management
Men 5 83 3 4 80
Women 1 17 1 1 20
Not specified/ prefer not to say 0 0 0 0 0
No. of Board
members
% of
the Board
No. of senior positions
on the Board
(CEO, CFO, SID and Chair)
No. in
Executive
Management
%
of Executive
Management
White British or other White (incl.
minority white groups) 5 83 4 5 100
Mixed/Multiple Ethnic Groups 0 0 0 0 0
Asian/Asian British 0 0 0 0 0
Black/African/Caribbean/Black British 0 0 0 0 0
Other ethnic group 1 17 0 0 0
Not specified/ prefer not to say 0 0 0 0 0
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 101
Employee share schemes
Details of the Company’s employee share schemes are set out in
note 21 to the financial statements of this Annual Report.
Employee Benefit Trust (‘EBT’)
Equiniti Trust (Jersey) Limited was appointed as trustee of
Genel Energy’s EBT in 2012. The voting rights relating to the
shares held by the employee benefit trust are exercisable by the
trustees in accordance with their fiduciary duties.
Further details regarding the EBT and of shares issued pursuant
to Genel Energy’s various employee share plans during the year,
are set out in note 21 to the financial statements.
Political donations
No political donations were made, nor was any political
expenditure incurred, by any Group company in the year ended
31 December 2024 (2023: nil).
Share capital
As at 17 March 2025, the Company had allotted and fully paid
up share capital of 280,248,198 ordinary shares of 10 pence
each with an aggregate nominal value of £28,024,819.80.
These consist of 279,402,863 voting ordinary shares and
845,335 shares held as treasury shares.
Resolutions in relation to share capital
At the AGM of the Company held on 9 May 2024, the
shareholders granted the Company authority to make market
purchases of up to 27,940,286 ordinary shares (representing
approximately 10% of the aggregate issued ordinary share
capital of the Company at 2 April 2024) and hold as treasury
shares any ordinary shares so purchased. During 2024, no
shares were purchased by the Company under this authority.
Shareholders will be asked to renew this authority at the
forthcoming AGM. Full details are included in the Notice of AGM.
Rights attaching to the ordinary shares
Holders of ordinary shares are entitled to attend, speak and vote
at general meetings of the Company and may receive a dividend
and, on a winding-up, may share in the assets of the Company.
As of 24 February 2016, the Company no longer has any
suspended voting ordinary shares in issue.
Restrictions on transfer of shares
There are no specific restrictions on the transfer of shares in the
Company other than (i) as set out in the articles of association,
(ii) pursuant to the Company’s share dealing policy and (iii) as
imposed from time to time by law and regulation.
The Company is not aware of any arrangements or agreements
between holders of the Company’s shares that may result in
restrictions on the transfer of securities or on voting rights.
No person has any special rights of control over the Company’s
share capital and all issued shares are fully paid.
Related party transactions
Details of transactions with Directors and Officers are set out in
note 23 to the financial statements. There were no other related
party transactions to which the Company was a party during
the period.
Substantial shareholdings
As at 31 December 2024, the Company had been notified of the
following significant holdings (being 5% or more of the voting
rights in the Company) in the Company’s ordinary share capital.
Name
Number of
ordinary shares
Bilgin Grup Dog˘al Gaz A.S¸. 66,350,163
Daax Corporation FZE 48,830,105
NR Holdings Limited 21,214,583
Türkiye Is¸ Bankası A . S¸ . 53,419,883
Auditors
A resolution to reappoint BDO LLP as the Company’s auditor will
be proposed at the 2025 AGM.
By order of the Board
Paul Weir
Chief Executive Officer
Other statutory and regulatory information
102 Genel Energy Annual Report 2024
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with International
Reporting Standards (IFRSs) as adopted by the European
Union and the Companies (Jersey) Law 1991 and applicable law
and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
are required to prepare the Group financial statements in
accordance with IFRSs as adopted by the European Union.
Under company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group for that period.
In preparing these financial statements, the Directors are
required to:
— Select suitable accounting policies and then apply
them consistently;
— Make judgements and accounting estimates that are
reasonable and prudent;
— State whether they have been prepared in accordance with
IFRSs as adopted by the European Union, subject to any
material departures disclosed and explained in the financial
statements; and
— Prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group’s
transactions and disclose with reasonable accuracy at any time
the financial position of the Group and enable them to ensure
that the Group financial statements comply with the IFRSs as
adopted by the European Union and the Companies (Jersey) Law
1991 and the Directors’ Remuneration Report complies with the
Companies Act 2006, given the Company voluntarily prepares
a Directors’ Remuneration Report in accordance with the
provisions of the United Kingdom Companies Act 2006.
They are also responsible for safeguarding the assets of the
Group and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities. The Directors are
responsible for ensuring that the Annual Report and Accounts,
taken as a whole, are fair, balanced, and understandable and
provides the information necessary for shareholders to assess
the Group’s performance, business model and strategy.
Website publication
The Directors are responsible for ensuring the Annual Report
and the financial statements are made available on a website.
Financial statements are published on the Company’s website
in accordance with legislation in the United Kingdom and
Jersey governing the preparation and dissemination of
financial statements, which may vary from legislation in other
jurisdictions. The maintenance and integrity of the Company’s
website is the responsibility of the Directors. The Directors’
responsibility also extends to the ongoing integrity of the
financial statements contained therein.
Directors’ responsibilities pursuant to DTR4
The Directors confirm to the best of their knowledge:
— The Group financial statements have been prepared in
accordance with IFRSs as adopted by the European Union, give
a true and fair view of the assets, liabilities, financial position
and profit and loss of the Group;
— The Annual Report includes a fair review of the development
and performance of the business and the financial position of
the Group, together with a description of the principal risks
and uncertainties that they face.
By order of the Board.
Paul Weir
Chief Executive Officer
Statement of Directors’ responsibilities
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 103
104 Genel Energy Annual Report 2024
Independent auditor’s report to the members
of Genel Energy Plc
Opinion on the financial statements
In our opinion:
— the financial statements give a true and fair view of the state
of the Group’s affairs as at 31 December 2024 and its loss for
the year then ended;
— have been properly prepared in accordance with International
Financial Reporting Standards (IFRSs) as adopted by the
European Union; and
— the financial statements have been prepared in accordance
with the requirements of Companies (Jersey) Law 1991.
We have audited the financial statements of Genel Energy Plc
(the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the
year ended 31 December 2024 which comprise the consolidated
statement of comprehensive income, the consolidated balance
sheet, the consolidated statement of changes in equity, and
the consolidated cash flow statement and notes to the financial
statements, including a summary of material accounting policies.
The financial reporting framework that has been applied in
their preparation is applicable law and IFRS as adopted by the
European Union.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further described
in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We believe that the audit
evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion. Our audit opinion is consistent
with the additional report to the audit committee.
Independence
We remain independent of the Group in accordance with the
ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s Ethical
Standard as applied to listed entities, and we have fulfilled
our other ethical responsibilities in accordance with these
requirements. The non-audit services prohibited by that standard
were not provided to the Group.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that
the Directors’ use of the going concern basis of accounting
in the preparation of the financial statements is appropriate.
Our evaluation of the Directors’ assessment of the Group’s
ability to continue to adopt the going concern basis of
accounting included:
— Obtaining and evaluating the Board papers assessing going
concern for the forecast period as well as reviewing the
assessment of risks and uncertainties within the supporting
cash flow forecasts. We formed our own assessment of
risks and uncertainties based on our understanding of the
business and the oil and gas sector and compared this to the
Board’s assessment;
— Performing a detailed review of the cash flow forecasts
prepared by Management and assessing the appropriateness
of the period over which going concern was assessed;
— Assessing Management’s base case cash flow forecast and
the underlying key assumptions approved by the Board. In so
doing, we considered factors such as the timing of the re-
opening of the Iraq-Türkiye pipeline and re-commencement
of export sales, domestic sale prices, the levels of historical
operating costs and production forecasts, the level of Board
approved capital expenditure against development plan, the
planned repayment of the bond due in October 2025, the
timing of receipts from the KRG, and the arbitration cost of
approximately US$36m;
— Performing procedures on the going concern forecast model in
order to confirm the clerical accuracy of the model;
— Agreeing the 31 December 2024 cash position to bank
confirmations, and the latest available cash position to
bank statements;
— Verifying that covenants were not breached in the financial
period and assessing whether there were forecast breaches
in the going concern review period. We also re-performed the
underlying calculations of covenants;
— Appraising the approved work programmes and comparing the
commitments to the forecasts ;
— Considering the impact of the pipeline closure and the
implications for the Group, and performed our own sensitivities
based on key assumptions;
— Discussions with the Chief Executive officer, Chief Financial
Officer, Technical Director and In-house Legal Counsel in order
to understand their views on the Iraq-Türkiye pipeline closure
and considered these implications on going concern;
— Obtaining and reviewing Management’s sensitivity analysis
and reflecting further down-side scenarios of lower than the
achieved domestic sale prices, additional costs such as the
arbitration, potential acquisition, and further significant delays
in the receipt of payments due from the KRG to determine the
impact on the cash flows;
— Analysing post year end press releases, RNS announcements
and board minutes for any indicators of obligations or
significant adverse issues; and
— Evaluating the adequacy and completeness of disclosures in
the financial statements in respect of going concern.
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Group’s ability to continue as a going concern for a period of
at least twelve months from when the financial statements are
authorised for issue.
Our responsibilities and the responsibilities of the Directors with
respect to going concern are described in the relevant sections
of this report.
Overview
Coverage
100% (2023: 100%) of Group losses before tax
100% (2023: 100%) of Group revenue
99.8% (2023: 99.8%) of Group total assets
Key audit matters
2024 2023
Carrying value of oil production
and development assets
Recoverability of KRG receivables
Materiality
Group financial statements as a whole
$5.5m (2023: $7.8m) based on 1% of total assets, excluding held
for sale assets (2023: 1% of total assets).
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 105
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of
the Group and its environment, the applicable financial reporting
framework and the Group’s system of internal control. On the
basis of this, we identified and assessed the risks of material
misstatement of the Group financial statements including
with respect to the consolidation process. We then applied
professional judgement to focus our audit procedures on
the areas that posed the greatest risks to the group financial
statements. We continually assessed risks throughout our audit,
revising the risks where necessary, with the aim of reducing the
group risk of material misstatement to an acceptable level, in
order to provide a basis for our opinion.
Components in scope
The Genel Energy Plc Group consists of 21 components, which
include subsidiaries, joint operations, and other business units.
These components are structured to align with the Group’s
operational and reporting framework, reflecting its upstream oil
and gas activities across multiple jurisdictions.
The Group’s components are organized based on geographical
and operational significance, with certain entities acting as sub-
consolidation hubs to facilitate financial reporting and control.
The control environment varies across the Group, influenced by
local regulatory requirements, operational complexity, and the
degree of oversight exercised by management and the corporate
office. While the Group maintains centralized governance and
financial controls, specific components operate under different
regulatory and compliance frameworks, necessitating tailored
audit approaches to address inherent risks effectively.
As part of performing our Group audit, we have determined the
components in scope as follows.
The Group’s producing assets are in the Kurdistan Region of
Iraq (KRI), with exploration licences in Somaliland and Morocco.
Our Group audit scope focused on the Group’s principal
producing and exploration assets to gain sufficient coverage over
the Group’s total assets, total revenue and losses before tax while
considering the audit risks identified.
For components in scope, we used a combination of risk
assessment procedures and further audit procedures to
obtain sufficient appropriate evidence. These further audit
procedures included:
— Procedures on the entire financial information of the
component, including performing substantive procedures; and
— Specific audit procedures.
Procedures performed at the component level
We performed procedures to respond to group risks of material
misstatement at the component level with the approaches taken
being as follows:
Component Group Audit Scope
Genel Energy Plc Specific audit procedures
Genel Energy Holding Company
Limited
Specific audit procedures
Genel Energy International Limited Procedures on the entire
financial information of
the component.
Genel Energy Sarta Limited Specific audit procedures
Genel Energy Miran Bina Bawi
Limited
Specific audit procedures
Genel Energy Somaliland Limited Specific audit procedures
Genel Energy UK Services Limited Specific audit procedures
Genel Energy Finance 4 Plc Specific audit procedures
Genel Energy Ankara Services Specific audit procedures
The Group engagement team has performed all procedures
directly, and has not involved component auditors in the
Group audit.
Procedures performed centrally
We considered there to be a high degree of centralisation of
financial reporting and similarity of the group’s activities and
business processes in respect of the key, material financial
statement areas. As BDO LLP is the auditor for all components
within the group we therefore designed and performed our audit
procedures accordingly.
The group operates a centralised IT function that supports IT
processes for certain components. This IT function is subject
to specified risk-focused audit procedures, predominantly
the testing of the relevant IT general controls and IT
application controls.
Locations
Genel Energy Plc’s operations cover a number of different
locations (Kurdistan Region of Iraq, Turkey, Somaliland, Morocco
and the United Kingdom). During the course of our work, and
due to the centralisation of financial reporting activities and
business processes we visited two of these locations, Turkey and
United Kingdom.
Climate change
Our work on the assessment of potential impacts on climate-
related risks on the Group’s operations and financial
statements included:
— Enquiries and challenge of management to understand the
actions they have taken to identify climate-related risks
and their potential impacts on the financial statements and
adequacy of disclosure of climate-related risks within the
annual report;
— Our own qualitative risk assessment taking into consideration
the sector in which the Group operates and how climate
change affects this particular sector;
— Evaluating Management’s risk assessment and challenge over
the TCFD disclosures;
— Performing independent research on climate related risks for
the Group; and
— Appraisal of the minutes of Board and Audit Committee
meeting and other papers related to climate change.
We challenged the extent to which climate-related considerations,
including the expected cash flows from the initiatives and
commitments have been reflected, where appropriate, in
Management’s going concern assessment, viability assessment
and impairment assessments.
We also assessed the consistency of Management’s disclosures
included as ‘Other Information’ on pages 26 to 61 within the
annual report and the financial statements with our knowledge
obtained during the course of the audit.
Based on our risk assessment procedures, we did not identify
there to be any Key Audit Matters materially impacted by
climate-related risks.
Independent auditor’s report
106 Genel Energy Annual Report 2024
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to
fraud) that we identified, including those which had the greatest effect on the overall audit strategy, the allocation of resources in the
audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter How the scope of our audit addressed the key audit matter
Carrying value of oil production and development assets (see notes 1.2 and 10)
The production assets form a significant part
of the Group’s statement of financial position.
Management is required to consider whether
there are any facts or circumstances (potential
impairment triggers) that would suggest that the
oil production and development assets remaining
on balance sheet as at 31 December 2024 could be
impaired in accordance with IAS 36 Impairment of
assets.
As part of its impairment indicators evaluation,
Management considered key developments that
occurred during 2024 including the continuation of
local sales from Tawke due to the continued closure
of the Iraq-Türkiye pipeline and the impact of local
and global geopolitical factors.
Management concluded that impairment indicators
existed for the Tawke CGU due to market
capitalisation being lower than the net assets, as
well as the on-going shut-in of the pipeline.
Management therefore performed a full impairment
assessment of the Tawke Cash CGU as at 31
December 2024 and concluded there was no
impairment required.
Given the materiality of the assets in the context
of the Group’s statement of financial position, the
judgements involved in making this assessment and
judgements and estimates involved in calculating
the recoverable amounts, we considered the
carrying value of oil production and development
assets, including the related disclosures, to be a key
audit matter.
Our specific audit testing in this regard included:
— Evaluating and assessing Management’s allocation of assets to CGUs for
the purpose of the impairment assessment, and Management’s assessment
of impairment indicators against the requirements of the applicable
accounting standards;
— Assessing performance against budgets/plans in FY 2024 for the Tawke
CGU in order to identify possible indicators of impairment or possible
indicators of a reversal of previously recognised impairments;
— Considering for the purpose of our impairment trigger assessment, the
potential consequences of key developments during 2024 including the on-
going Iraq-Türkiye pipeline closure and its impact on operations;
— Performing an analysis of the key impairment model assumptions,
challenging the appropriateness of estimates with reference to historical
data and external evidence where available (e.g. consistency of oil price
assumptions with oil price forecasts). This included assessing the judgment
over the timing of resumption of export sales and considering the impact of
the KRG’s KBT pricing mechanism and local sales pricing.
— Evaluating the impairment model against the approved Life of Field plans;
— Confirming the consistency of the reserves and resources in the model with
the latest Competent Person Reports (CPRs);
— Verifying the reasonableness of the discount rate used by Management with
the assistance of our internal valuation experts;
— Holding discussions with Management and Operations to gain an
understanding of the performance of the producing assets and future
production plans;
— Assessing the experts used by Management in compiling the underlying
competent person reports on the reserves, with a particular focus on the
competency of the expert and the scope of their work in order to ensure
they have been prepared under the required guidelines and are appropriate
for their intended purpose;
— Evaluating the impact of climate change on the impairment of the
Group’s producing assets taking into consideration the Group’s initiatives
specifically in regard to gas flaring;
— Assessing sensitivity analysis performed on the key assumptions in the
impairment models and performing further sensitivity analysis as part of
our work;
— Evaluating and challenging Management’s assessment of no reversal of
previously recognised impairments taken against Tawke CGUs; and
— Considering the appropriateness of the related disclosures.
Key observations:
Based on the procedures performed we found the Group’s assessment that
there were indicators of impairment on the KRI producing assets to be
appropriate and the recoverable value of the Tawke CGU to be reasonable.
We also found that the Group’s assessment that no previously recognised
impairment for the Tawke CGU should be reversed in the year to be appropriate.
We found the disclosures in the consolidated financial statements to be in line
with the accounting standards.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 107
Key audit matter How the scope of our audit addressed the key audit matter
Recoverability of Kurdistan Regional Government (KRG) receivables (see notes 1.2 and 11)
As at 31 December 2024, the Group has nominal
receivables of $96.7m (31 December 2023: $107.4m)
due from the KRG which represent production
invoices for the period October 2022 to March
2023. The 2023 comparative includes Taq Taq which
has been classified as held for sale at the end of
December 2024 ($10.7m). Since the Iraq-Türkiye
pipeline closure in March 2023 no export revenue
or payments have been received by the Group from
the KRG, so there is an uncertainty around the
recoverability of this amount.
Management are required to make an assessment of
the Expected Credit Loss (ECL) provisions relating
to the receivable, considering both the likelihood of
receiving payment and the timing of recoverability.
Following this assessment, the Group concluded that
an expected credit loss of $11.7 (2023: $14.5m) was
appropriate at 31 December 2024.
The amounts relating to this area are material to the
Group and significant judgements and estimation
are involved in reaching a conclusion on the
appropriate ECL at year end. We therefore consider
this to be a key audit matter.
Our specific audit testing in this regard included:
— Challenging Management’s assessment of the recoverability of the balance
under the relevant accounting standard including the appropriateness of
the different scenarios considering the level, nature and timing of receipts,
and the ability to offset against other balances held with the KRG;
— Challenging the appropriateness of the discount rate applied in the ECL
calculation against the requirements of IFRS 9;
— Holding discussions with Management to understand the status of
discussions around the recoverability and method for recovery for
receivables with the KRG;
— Inspecting correspondence with the KRG confirming the validity of the
amounts due and, to determine whether any information exists to suggest
non-recovery of the amounts;
— Assessing the impact of information gathered through our internal research
against the assumptions applied by Management in the ECL model,
specifically in regards to the percentages applied to the various scenarios;
— Obtaining and verifying the expected credit loss calculation prepared
by Management, including checking the mathematical accuracy of the
calculation. We assessed the appropriateness of the methodology adopted
and determined whether it was in line with the requirements of IFRS 9
Financial instruments;
— Assessing and considering the appropriateness of the inputs in the ECL
model against the challenges noted above as well as information gathered,
and running our internal recovery scenarios and sensitivities to the discount
rate applied; and
— Considering the appropriateness of the related disclosures in the
financial statements.
Key observations:
Based on the work performed we consider the Group’s assessment of the
recoverability of the KRG receivables to be appropriate. We consider the ECL
provision to be appropriately accounted for and reasonable.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements.
We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of
reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality
level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will
not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular
circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality
as follows:
Group financial statements
2024
$m
2023
$m
Materiality 5.5 7. 8
Basis for determining materiality
1% of Group total assets,
excluding held for sale assets
1% of Group total assets
Rationale for the
benchmark applied
We consider the use of 1% of total assets to be the most appropriate benchmark following the
closure of the Iraq-Türkiye pipeline in March 2023 resulting in no export sales since then.
Performance materiality $3.8m $5.4m
Basis for determining
performance materiality
Performance materiality was set at 70% due to the Group having a number of accounts subject
to high degrees of estimation and judgement.
Independent auditor’s report
108 Genel Energy Annual Report 2024
Component performance materiality
For the purposes of our Group audit opinion, we set component performance materiality for each component of the Group, based on
a percentage of between 85% and 95% (2023: 70%) of Group performance materiality dependent on our assessment of the risk of
material misstatement of that component. Component performance materiality ranged from $4.3m to $0.1m (2023: $5.4m).
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of $0.11m (2023: $0.15m).
We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.
Other information
The Directors are responsible for the other information. The other information comprises the information included in the annual
report other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover
the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance
conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be
materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed,
we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Corporate governance statement
As the Group has voluntarily adopted the UK Corporate Governance Code 2018 we are required to review the Directors’ statement
in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Parent
Company’s compliance with the provisions of the UK Corporate Governance Statement specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit.
Going concern
and longer-term
viability
— The Directors’ statement with regards to the appropriateness of adopting the going concern basis of
accounting and any material uncertainties identified set out on page 23; and
— The Directors’ explanation as to their assessment of the Group’s prospects, the period this assessment
covers and why the period is appropriate set out on page 23.
Other Code
provisions
— The Directors’ statement on fair, balanced and understandable set out on page 63;
— The Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set
out on page 63;
— The section of the annual report that describes the review of effectiveness of risk management and internal
control systems set out on pages 16-18; and
— The section describing the work of the Audit Committee set out on page 81.
Other Companies (Jersey) Law 1991 reporting
We have nothing to report in respect of the following matters where the Companies (Jersey) Law 1991 requires us to report to you if,
in our opinion:
— proper accounting records have not been kept, or proper returns adequate for our audit have not been received from branches not
visited by us; or
— the financial statements are not in agreement with the accounting records and returns; or
— we have not received all the information and explanations we require for our audit.
Other voluntary reporting
Directors’ remuneration (United Kingdom Companies Act 2006)
The Parent Company voluntarily prepares a Directors’ Remuneration Report in accordance with the provisions of the United Kingdom
Companies Act 2006. The Directors requested that we audit the part of the Directors’ Remuneration Report specified by the United
Kingdom Companies Act 2006 as if the Group were a quoted company.
In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the
requirements of the United Kingdom Companies Act 2006 that would have applied had the Parent Company been a quoted company
under the provisions of that Act.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 109
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities
statement, the Directors are responsible for the preparation of
the financial statements and for being satisfied that they give a
true and fair view, and for such internal control as the Directors
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements, the Directors are
responsible for assessing the Group’s and the Parent Company’s
ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern
basis of accounting unless the Directors either intend to liquidate
the Group or the Parent Company or to cease operations, or
have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error,
and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not
a guarantee that an audit conducted in accordance with ISAs
(UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of
users taken on the basis of these financial statements.
Extent to which the audit was capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below:
Non-compliance with laws and regulations
Based on:
— Our understanding of the Group and the industry in which
it operates;
— Discussion with management and those charged with
governance inhouse legal counsel, the Audit Committee; and
— Obtaining and understanding of the Group’s policies and
procedures regarding compliance with laws and regulations;
and
We considered the significant laws and regulations to be IFRS
as adopted by the European Union, the Companies (Jersey)
Law 1991, local and international tax legislation, laws and
regulations in the Kurdistan Region of Iraq, Somaliland and
Morocco including environmental regulations and Oil and Gas
Industry regulations.
The Group is also subject to laws and regulations, the
consequence of non-compliance with which could have a material
effect on the amounts or disclosures in the financial statements,
for example through the imposition of fines or litigation.
We identified such laws and regulations to be the LSE listing
rules, Norwegian Alternative Bond Market Rules in regards to the
bonds held, UK Sanctions Law, Bribery Act, labour regulations
and environmental compliance regulations.
Our procedures in respect of the above included:
— Evaluating the financial statement disclosures and testing to
supporting documentation to assess compliance with relevant
laws and regulations noted above;
— Enquiries of Management, the Audit Committee and Internal
Legal Counsel of any known or suspected instances of non-
compliance with laws and regulations;
— Reading minutes of meetings of those charged with
governance, and appraising correspondence with local tax and
regulatory authorities to identify potential litigation and claims
and non-compliance with laws and regulations;
— Performing an evaluation of local and international tax
compliance with the involvement of our tax specialists; and
— Analysis of legal expenditure accounts to understand the
nature of expenditure incurred.
Fraud
We assessed the susceptibility of the financial statements to
material misstatement, including fraud. Our risk assessment
procedures included:
— Enquiry of Management and those charged with governance
regarding any known or suspected instances of fraud;
— Obtaining an understanding of the Group’s policies and
procedures relating to:
— Detecting and responding to the risks of fraud; and
— Internal controls established to mitigate risks related
to fraud.
— Analysis of minutes of meeting of those charged with
governance for any known or suspected instances of fraud;
— Discussion amongst the audit engagement team as to how
and where fraud might occur in the financial statements and
where any potential indicators of fraud may arise in the Group
in order to consider how our audit strategy should reflect our
considerations; and
— Considering remuneration incentive schemes and performance
targets and the related financial statement areas impacted
by these.
Based on our risk assessment, we considered the areas most
susceptible to fraud to be management override of controls
through inappropriate journal entries, revenue recognition, and
bias in key estimates and judgements.
Independent auditor’s report
110 Genel Energy Annual Report 2024
Our procedures in respect of the above included:
— Obtaining an understanding of the design and implementation
of relevant controls surrounding the financial reporting close
process such as controls over the posting of journals and the
consolidation process and obtained an understanding of the
segregation of duties in these processes;
— Addressing the risk of fraud through management override
of controls by testing the appropriateness of journal entries,
which met defined risk criteria, to supporting documentation
where we considered there to be a higher risk of potential
fraud and other adjustment;
— Assessing whether the judgements made in making accounting
estimates, specifically those in the Key Audit Matters section
of the report, are indicative of a potential bias, and evaluating
the business rationale of any significant transactions that are
unusual or outside the normal course of business;
— Testing total oil sales in the year to supporting documentation
from delivery through to cash received;
— Testing journals recorded within revenue, using specific risk
criteria, to supporting evidence;
— Applying professional scepticism in our audit procedures
and performing randomised procedures to include a level of
unpredictability; and
— Performing an assessment of the Group’s IT and the wider
control environment and as part of this work we obtained
an understanding of the design and implementation of IT
access controls.
We also communicated relevant identified laws and regulations
and potential fraud risks to all engagement team members
who were all deemed to have appropriate competence and
capabilities and remained alert to any indications of fraud or
non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of
material misstatement in the financial statements, recognising
that the risk of not detecting a material misstatement due to
fraud is higher than the risk of not detecting one resulting
from error, as fraud may involve deliberate concealment by,
for example, forgery, misrepresentations or through collusion.
There are inherent limitations in the audit procedures performed
and the further removed non-compliance with laws and
regulations is from the events and transactions reflected in the
financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on
the Financial Reporting Council’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our
auditor’s report.
Use of our report
This report is made solely to the Parent Company’s members,
as a body, in accordance with article 113A of the Companies
(Jersey) Law 1991. Our audit work has been undertaken so that
we might state to the Parent Company’s members those matters
we are required to state to them in an auditor’s report and for no
other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the Parent
Company and the Parent Company’s members as a body, for our
audit work, for this report, or for the opinions we have formed.
BDO LLP
For and on behalf of BDO LLP
Chartered Accountants
London, UK
17 March 2025
BDO LLP is a limited liability partnership registered in England and
Wales (with registered number OC305127).
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 111
Consolidated statement of comprehensive income
For the year ended 31 December 2024
| Restated | |||
| 2024 | 2023 | ||
Note | $m | $m | |
Revenue | 2 | ||
Production costs | 3 | ( | ( |
Depreciation and amortisation of oil assets | 3 | ( | ( |
Gross profit | |||
Exploration expense | 3 | ( | ( |
Arbitration cost | 3 | ( | |
Net write-off of intangible assets | 3 | ||
Reversal of expected credit loss (‘ECL’)/(ECL) of trade receivables | 3 | ( | |
General and administrative costs | 3 | ( | ( |
Operating loss | ( | ( | |
| Operating loss is comprised of: | |||
EBITDAX | |||
Depreciation and amortisation | 3 | ( | ( |
Exploration expense | 3 | ( | ( |
Net write-off of intangible assets | 3 | ||
Reversal of ECL/(ECL) of trade receivables | 3 | ( | |
Finance income | 5 | ||
Bond interest expense | 5 | ( | ( |
Net other finance expense | 5 | ( | ( |
Loss before income tax | ( | ( | |
Income tax expense | 6 | ( | ( |
Loss and total comprehensive expense from continuing operations | ( | ( | |
Loss from discontinued operations | 7 | ( | ( |
Loss and total comprehensive expense | ( | ( | |
| Attributable to: | |||
Owners of the parent | ( | ( | |
( | ( | ||
Loss per ordinary share | ¢ | ¢ | |
| From continuing operations: | |||
Basic | 8 | ( | ( |
Diluted | 8 | ( | ( |
| From continuing and discontinued operations: | |||
Basic | 8 | ( | ( |
Diluted | 8 | ( | ( |
Adjusted Basic LPS 1 | 8 | ( | ( |
1
Adjusted basic LPS is loss and total comprehensive expense adjusted for the add back of net impairment/write-off of oil and gas assets, net ECL/reversal of
ECL of receivables, and impairment loss on Taq Taq held for sale asset divided by weighted average number of ordinary shares
Previous year’s figures have been restated for discontinued operation disclosure in relation to Taq Taq PSC (see note 7).
The notes on pages 116 to 140 form part of the financial statements.
112 Genel Energy Annual Report 2024
Consolidated balance sheet
At 31 December 2024
2024 | 2023 | ||
Note | $m | $m | |
| Assets | |||
| Non-current assets | |||
Intangible assets | 9 | ||
Property, plant and equipment | 10,20 | ||
Trade and other receivables | 11 | ||
| Current assets | |||
Trade and other receivables | 11 | ||
Cash and cash equivalents | 12 | ||
Assets in disposal groups classified as held for sale | 7 | ||
Total assets | |||
| Liabilities | |||
| Non-current liabilities | |||
Trade and other payables | 13,20 | ( | ( |
Deferred income | 14 | ( | |
Provisions | 15 | ( | ( |
Interest bearing loans | 16 | ( | |
( | ( | ||
| Current liabilities | |||
Trade and other payables | 13,20 | ( | ( |
Interest bearing loans | 16 | ( | |
Deferred income | 14 | ( | |
( | ( | ||
Liabilities directly associated with assets in disposal groups classified as held for sale | 7 | ( | |
Total liabilities | ( | ( | |
Net assets | |||
| Owners of the parent | |||
Share capital | 18 | ||
Share premium | |||
Accumulated losses | ( | ( | |
Total equity |
The notes on pages 116 to 140 form part of the financial statements.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 113
Consolidated statement of changes in equity
For the year ended 31 December 2024
| Share | Share | Accumulated | Total | ||
| capital | premium | losses | equity | ||
| Note | $m | $m | $m | $m | |
At 1 January 2023 | ( | ||||
Loss and total comprehensive expense | ( | ( | |||
| Contributions by and distributions to owners | |||||
Share-based payments | 21 | ||||
Purchase of own shares for employee share plan | ( | ( | |||
Dividends provided for or paid 1 | 19 | ( | ( | ||
At 31 December 2023 and | ( | ||||
Loss and total comprehensive expense | ( | ( | |||
| Contributions by and distributions to owners | |||||
Share-based payments | 21 | ||||
Purchase of own shares for employee share plan | 18 | ( | ( | ||
At | ( |
1
The Companies (Jersey) Law 1991 does not define the expression “dividend” but refers instead to “distributions”. Distributions may be debited to any
account or reserve of the Company (including share premium account)
The notes on pages 116 to 140 form part of the financial statements.
114 Genel Energy Annual Report 2024
Consolidated cash flow statement
For the year ended 31 December 2024
2024 | 2023 | ||
Note | $m | $m | |
| Cash flows from operating activities | |||
Loss for the year | ( | ( | |
| Adjustments for: | |||
Net finance expense | 5,7 | ||
Taxation | 6 | ||
Depreciation and amortisation | 3,7 | ||
Exploration expense | |||
Reversal of accruals and provisions | 3 | ( | |
Net impairments, write-offs | 3,7 | ||
Other non-cash items (royalty income and share-based payment cost) | |||
| Changes in working capital: | |||
Decrease in trade and other receivables | |||
Increase / (decrease) in trade and other payables | ( | ||
Cash generated from operations | |||
Interest received | 5 | ||
Taxation paid | ( | ( | |
Net cash generated from operating activities | |||
| Cash flows from investing activities | |||
Additions of intangible assets | ( | ( | |
Additions of property, plant and equipment | ( | ( | |
Net cash used in investing activities | ( | ( | |
| Cash flows from financing activities | |||
Dividends paid to the Company’s shareholders | 19 | ( | |
Purchase of own shares | ( | ( | |
Bond repayment | 16 | ( | ( |
Lease payments | ( | ( | |
Interest paid | ( | ( | |
Net cash used in financing activities | ( | ( | |
Net decrease in cash and cash equivalents | ( | ( | |
Cash and cash equivalents at 1 January | 12 | ||
Cash and cash equivalents at 31 December | 12 |
The notes on pages 116 to 140 form part of the financial statements.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 115
Notes to the consolidated financial statements
1. Summary of material accounting policies
116 Genel Energy Annual Report 2024
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 117
Notes to the consolidated financial statements
118 Genel Energy Annual Report 2024
$/bbl | 2024 | 2025 | 2026 | 2027 | 2028+ |
Actual / Estimate | 80 | 75 | 75 | 75 | 75 |
HY2024 estimate | 85 | 80 | 75 | 75 | 75 |
Prior year estimate | 80 | 76 | 74 | 71 | 70 |
1.3 Accounting policies
The accounting policies adopted in preparation of these financial statements are consistent with those used in preparation of the
annual financial statements for the year ended 31 December 2023.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 119
Notes to the consolidated financial statements
120 Genel Energy Annual Report 2024
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 121
Equity
Notes to the consolidated financial statements
122 Genel Energy Annual Report 2024
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 123
2. Segmental information
The Company has two reportable business segments: Production and Pre-production. Capital allocation decisions for the production
segment are considered in the context of the cash flows expected from the production and sale of crude oil. The production segment
is comprised of the producing fields on the Tawke PSC (Tawke and Peshkabir fields) which are located in the KRI and make export
sales to the KRG and domestic sales to the domestic buyers where one buyer contributed 70% of revenue, c.$50m (2023: one buyer
contributed 80%, c.$30m). The pre-production segment is comprised of exploration activity, principally located in Somaliland and
Morocco. ‘Other’ includes corporate assets, liabilities and costs, elimination of intercompany receivables and intercompany payables,
which are non-segment items.
For the year ended 31 December 2024
| Pre- | ||||
| Production | production | Other | Total | |
$m | $m | $m | $m | |
Revenue from contracts with customers (domestic) | 74.7 | - | - | 74.7 |
Cost of sales | (69.7) | - | - | (69.7) |
Gross profit | 5.0 | - | - | 5.0 |
Exploration expense | - | (2.7) | - | (2.7) |
Arbitration fees | - | - | (36.0) | (36.0) |
Reversal of accruals and provisions | - | - | 3.8 | 3.8 |
Reversal of ECL of trade receivables | 1.4 | - | - | 1.4 |
General and administrative costs | - | - | (23.9) | (23.9) |
Operating profit / (loss) | 6.4 | (2.7) | (56.1) | (52.4) |
Operating profit / (loss) is comprised of EBITDAX | 57.1 | - | (56.0) | 1.1 |
Depreciation and amortisation | (52.1) | - | (0.1) | (52.2) |
Reversal of ECL of trade receivables | 1.4 | - | - | 1.4 |
Exploration expense | - | (2.7) | - | (2.7) |
Finance income | - | - | 15.8 | 15.8 |
Bond interest expense | - | - | (18.2) | (18.2) |
Net other finance expense | (1.0) | - | (6.3) | (7.3) |
Profit / (Loss) before income tax from continuing operations | 5.4 | (2.7) | (64.8) | (62.1) |
Loss from discontinued operations | (14.7) | - | - | (14.7) |
Loss before income tax | (9.3) | (2.7) | (64.8) | (76.8) |
Capital expenditure | 23.0 | 2.7 | - | 25.7 |
Total assets | 373.8 | 26.5 | 198.6 | 598.9 |
Total liabilities | (117.6) | (0.3) | (123.7) | (241.6) |
Sarta and Taq Taq PSC figures have been disclosed as discontinued operation (note 7).
Total assets and liabilities in the other segment are predominantly cash and debt balances, and includes assets and liabilities relating
to Sarta, Qara Dagh, Miran and Bina Bawi PSCs which have been exited in prior years.
Notes to the consolidated financial statements
124 Genel Energy Annual Report 2024
| Pre- | ||||
| Production | production | Other | Total | |
$m | $m | $m | $m | |
Revenue from contracts with customers (export) | 40.2 | - | - | 40.2 |
Revenue from contracts with customers (domestic) | 38.2 | - | - | 38.2 |
Cost of sales | (55.0) | - | - | (55.0) |
Gross profit | 23.4 | - | - | 23.4 |
Exploration expense | - | (0.1) | - | (0.1) |
Reversal of decommissioning provision | 1.2 | - | - | 1.2 |
Reversal of ECL of trade receivables | 4.2 | - | - | 4.2 |
ECL of trade receivables | (11.8) | - | - | (11.8) |
General and administrative costs | - | - | (27.2) | (27.2) |
Operating profit / (loss) | 1 7.0 | (0.1) | (27.2) | (10.3) |
Operating profit / (loss) is comprised of EBITDAX | 60.4 | - | (27.1) | 33.3 |
Depreciation and amortisation | (37.0) | - | (0.1) | (37.1) |
Exploration expense | - | (0.1) | - | (0.1) |
Reversal of decommissioning provision | 1.2 | - | - | 1.2 |
Reversal of ECL of receivables | 4.2 | - | - | 4.2 |
ECL of receivables | (11.8) | - | - | (11.8) |
Finance income | - | - | 20.6 | 20.6 |
Bond interest expense | - | - | (24.8) | (24.8) |
Net other finance expense | (0.7) | (0.1) | (1.6) | (2.4) |
Profit / (Loss) before income tax from continuing operations | 16.3 | (0.2) | (33.0) | (16.9) |
Loss from discontinued operations | (44.2) | - | - | (44.2) |
Loss before income tax | (27.9) | (0.2) | (33.0) | (61.1) |
Capital expenditure | 58.9 | 9.1 | - | 68.0 |
Total assets | 412.1 | 26.8 | 356.2 | 795.1 |
Total liabilities | (91.0) | (12.0) | (258.2) | (361.2) |
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 125
Notes to the consolidated financial statements
126 Genel Energy Annual Report 2024
4. Staff costs and headcount
2024 | 2023 | |
$m | $m | |
Wages and salaries | (17.4) | (19.3) |
Contractors | (0.2) | (13.8) |
Social security costs | (1.2) | (1.9) |
Share based payments | (2.7) | (3.7) |
(21.5) | (38.7) |
Average headcount was:
2024 | 2023 | |
number | number | |
Türkiye | 31 | 38 |
KRI | 3 | 23 |
UK | 25 | 30 |
Somaliland | 22 | 27 |
Contractors | 6 | 84 |
87 | 202 |
2024 | 2023 | |
$m | $m | |
Bond interest | (18.2) | (24.8) |
Loss on bond buybacks (note 16) | (4.6) | - |
Other finance expense (non-cash) | (2.7) | (3.5) |
Finance expense | (25.5) | (28.3) |
Bank interest income | 15.8 | 20.6 |
Gain on bond buyback | - | 1.1 |
Finance income | 15.8 | 21.7 |
Net finance expense | (9.7) | (6.6) |
6. Income tax expense
Current tax expense is incurred on profits of service companies. Under the terms of the KRI PSCs, the Company is not required to pay
any cash corporate income taxes as explained in note 1.
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 127
2024 | 2023 | |
$m | $m | |
Property, plant and equipment (note 1,10) | 32.5 | - |
Trade receivables, net of ECL (note 11) | 9.3 | - |
Assets classified as held for sale | 41.8 | - |
Other payables and accruals | 4.8 | - |
Deferred income (note 14) | 15.8 | - |
Provisions (note 15) | 21.2 | - |
Total liabilities associated with assets classified as held for sale | 41.8 | - |
Net assets of disposal group | - | - |
2024 | 2023 | |
$m | $m | |
Revenue | - | 9.2 |
Other revenue | - | 0.8 |
Production costs | - | (6.9) |
Depreciation of oil and gas property, plant and equipment | - | (7.6) |
Gross loss | - | (4.5) |
Other operating costs | (10.5) | (23.6) |
Impairment loss on Taq Taq held for sale asset | (2.2) | - |
Write-off of Sarta PSC property, plant and equipment (note 1,10) | - | (18.7) |
Reversal of provisions | - | 8.2 |
Reversal of ECL of trade receivables | - | 0.4 |
ECL of trade receivables | - | (2.7) |
General and administrative costs | 0.4 | (0.5) |
Operating loss | (12.3) | (41.4) |
Other finance expense (non-cash) | (2.4) | (2.8) |
Loss from discontinued operations | (14.7) | (44.2) |
2024 | 2023 | |
| Cash flows from discontinued operations | $m | $m |
Net cash used in operating activities | (10.3) | (31.0) |
Net cash used in investing activities | - | (16.3) |
Net cash used in financing activities | - | (2.3) |
Notes to the consolidated financial statements
128 Genel Energy Annual Report 2024
8. Loss per share
Basic
Basic loss per share is calculated by dividing the loss attributable to owners of the parent by the weighted average number of shares
in issue during the year.
2024 | 2023 | |
Loss from continuing operations ($m) | (62.2) | (17.1) |
Loss from discontinued operations ($m) | (14.7) | (44.2) |
Loss attributable to owners of the parent ($m) | (76.9) | (61.3) |
Weighted average number of ordinary shares – number 1 | 276,223,685 | 278,836,216 |
Basic loss per share – cents per share (from continuing operations) | (22.5) | (6.1) |
Basic loss per share – cents per share (from discontinuing operations) | (5.3) | (15.9) |
Basic loss per share – cents per share | (27.8) | (22.0) |
1
Excluding shares held as treasury shares and by the Employee Benefit Trust
Diluted
The Company purchases shares in the market to satisfy share plan requirements so diluted earnings per share is adjusted for
performance shares, restricted shares, share options and deferred bonus plans not included in the calculation of basic earnings per
share. Because the Company reported a loss for the year ended 31 December 2024 and 31 December 2023, the performance shares,
restricted shares and share options are anti-dilutive and therefore diluted LPS is the same as basic LPS:
2024 | 2023 | |
Loss from continuing operations ($m) | (62.2) | (17.1) |
Loss from discontinued operations ($m) | (14.7) | (44.2) |
Loss attributable to owners of the parent ($m) | (76.9) | (61.3) |
Weighted average number of ordinary shares – number 1 | 276,223,685 | 278,836,216 |
Adjustment for performance shares, restricted shares, share options and deferred bonus plans | - | - |
Weighted average number of ordinary shares and potential ordinary shares | 276,223,685 | 278,836,216 |
Diluted loss per share – cents per share (from continuing operations) | (22.5) | (6.1) |
Diluted loss per share – cents per share (from discontinuing operations) | (5.3) | (15.9) |
Diluted loss per share – cents per share | (27.8) | (22.0) |
1
Excluding shares held as treasury shares and by the Employee Benefit Trust
Adjusted Basic LPS
Adjusted basic LPS is loss and total comprehensive expense adjusted for the add back of net impairment/write-off of oil and gas
assets, net ECL/reversal of ECL of receivables, and impairment loss on Taq Taq held for sale asset divided by weighted average
number of ordinary shares.
2024 | 2023 | |
Loss attributable to owners of the parent ($m) | (76.9) | (61.3) |
Add back of impairment loss on Taq Taq held for sale asset | 2.2 | - |
Add back of net impairment/write-off of oil and gas assets | - | 18.2 |
Add back of net reversal of ECL/ECL of receivables | (1.4) | 9.9 |
Loss attributable to owners of the parent ($m) - adjusted | (76.1) | (33.2) |
Weighted average number of ordinary shares – number 1 | 276,223,685 | 278,836,216 |
Adjusted basic LPS – cents per share | (27.6) | (11.9) |
1
Excluding shares held as treasury shares and by the Employee Benefit Trust
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 129
| Exploration | ||||
| and evaluation | Tawke | Other | ||
| assets | RSA | assets | Total | |
$m | $m | $m | $m | |
| Cost | ||||
At 1 January 2023 1 | 12.9 | 128.5 | 7.5 | 148.9 |
Additions | 9.1 | - | - | 9.1 |
Other | 0.8 | - | - | 0.8 |
At 31 December 2023 and 1 January 2024 | 22.8 | 128.5 | 7. 5 | 158.8 |
Additions | 2.7 | - | - | 2.7 |
Other | 0.4 | - | - | 0.4 |
At 31 December 2024 | 25.9 | 128.5 | 7. 5 | 161.9 |
| Accumulated amortisation and impairment | ||||
At 1 January 2023 1 | - | (62.3) | (7.5) | (69.8) |
Amortisation charge for the period | - | (4.3) | - | (4.3) |
At 31 December 2023 and 1 January 2024 | - | (66.6) | (7.5) | (74.1) |
Amortisation charge for the year | - | (5.5) | - | (5.5) |
At 31 December 2024 | - | (72.1) | (7.5) | (79.6) |
| Net book value | ||||
At 1 January 2023 | 12.9 | 66.2 | - | 79.1 |
At 31 December 2023 | 22.8 | 61.9 | - | 84.7 |
At 31 December 2024 | 25.9 | 56.4 | - | 82.3 |
2024 | 2023 | ||
Book value | $m | $m | |
Somaliland PSC | Exploration | 25.9 | 22.8 |
Exploration and evaluation assets | 25.9 | 22.8 | |
Tawke capacity building payment waiver | 56.4 | 61.9 | |
Tawke RSA assets | 56.4 | 61.9 |
Notes to the consolidated financial statements
130 Genel Energy Annual Report 2024
10. Property, plant and equipment
| Producing | Other | ||
| assets | assets | Total | |
$m | $m | $m | |
| Cost | |||
At 1 January 2023 | 3,252.2 | 17.6 | 3,269.8 |
Additions | 58.9 | - | 58.9 |
Right-of-use assets (note 20) | - | (0.3) | (0.3) |
Other 1 | 2.1 | - | 2.1 |
At 31 December 2023 and 1 January 2024 | 3,313.2 | 1 7. 3 | 3,330.5 |
Additions | 23.0 | 0.6 | 23.6 |
Right-of-use assets (note 20) | - | 0.5 | 0.5 |
Other 1 | 3.2 | - | 3.2 |
Reclassified as held for sale (note 7) | (2,021.3) | - | (2,021.3) |
At 31 December 2024 | 1,318.1 | 18.4 | 1,336.5 |
| Accumulated depreciation and impairment | |||
At 1 January 2023 | (3,007.5) | (14.2) | (3,021.7) |
Depreciation charge for the year | (42.3) | (1.3) | (43.6) |
Write-off | (18.7) | - | (18.7) |
At 31 December 2023 and 1 January 2024 | (3,068.5) | (15.5) | (3,084.0) |
Depreciation charge for the year | (46.6) | (1.4) | (48.0) |
Reclassified as held for sale (note 7) | 1,986.6 | - | 1,986.6 |
At 31 December 2024 | (1,128.5) | (16.9) | (1,145.4) |
| Net book value | |||
At 1 January 2023 | 244.7 | 3.4 | 248.1 |
At 31 December 2023 | 244.7 | 1.8 | 246.5 |
At 31 December 2024 | 189.6 | 1.5 | 191.1 |
1
Other line includes non-cash asset retirement obligation provision and share-based payment costs.
2024 | 2023 | ||
Book value | $m | $m | |
Tawke PSC | Oil production | 189.6 | 210.0 |
Taq Taq PSC | Oil production | - | 34.7 |
Producing assets | 189.6 | 244.7 |
The Company has disposed all its rights, benefits, liabilities and obligations under Taq Taq PSC to its partner which has resulted in the Taq
Taq producing assets of $34.7 million being reclassified as held for sale as at 31 December 2024. Further explanation is provided in note 7.
The sensitivities below provide an indicative impact on net asset value of a change in netback price, discount rate or production, assuming
no change to any other inputs.
Sensitivities
| Tawke | |
| CGU | |
| $m | |
Long term netback price +/- $5/bbl | +/- 17 |
Discount rate +/- 1% | +/- 10 |
Production +/- 10% | +/- 34 |
Domestic sales for 1 more year | - 13 |
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 131
2024 | 2023 | |
$m | $m | |
Trade receivables – non-current | 60.9 | 66.5 |
Trade receivables – current | 24.1 | 26.4 |
Other receivables and prepayments | 3.1 | 7. 6 |
88.1 | 100.5 |
| Period when sale made | ||||||
| Overdue | Overdue | Total | Reclassified as held | ECL | Trade | |
| 2023 | 2022 | nominal | for sale (note 7) | provision | receivables | |
$m | $m | $m | $m | $m | $m | |
31 December 2024 | 49.3 | 58.1 | 1 07. 4 | (10.7) | (11.7) | 85.0 |
31 December 2023 | 49.3 | 58.1 | 1 0 7.4 | - | (14.5) | 92.9 |
2024 | 2023 | |
Movement on trade receivables in the year | $m | $m |
Carrying value at 1 January | 92.9 | 117.0 |
Revenue from contracts with customers | 74.7 | 87. 6 |
Cash for export sales | - | (61.2) |
Cash for domestic sales | (74.7) | (41.0) |
Reversal of previous year’s expected credit loss (note 1) | 1.4 | 4.6 |
Expected credit loss for current year (note 1) | - | (14.5) |
Reclassified as held for sale (note 7) | (9.3) | - |
Capacity building payments | - | 0.2 |
Sarta processing fee payments | - | 0.2 |
Carrying value at 31 December | 85.0 | 92.9 |
| Total | |
| $m | |
Booked nominal balance to be recovered, net of amount reclassified to held for sale | 96.7 |
Estimated net present value of total cash flows | 85.0 |
Notes to the consolidated financial statements
132 Genel Energy Annual Report 2024
2024 | 2023 | |
$m | $m | |
Cash and cash equivalents | 195.6 | 363.4 |
195.6 | 363.4 |
2024 | 2023 | |
$m | $m | |
Trade payables | 20.0 | 23.0 |
Other payables | 32.7 | 2.2 |
Accruals | 57.1 | 32.9 |
109.8 | 58.1 | |
Non-current | 0.2 | 0.5 |
Current | 109.6 | 57. 6 |
109.8 | 58.1 |
2024 | 2023 | |
$m | $m | |
Balance at 1 January | 14.2 | 13.3 |
Interest (non-cash) | 1.6 | 1.7 |
Royalty income (non-cash) | - | (0.8) |
Reclassified as held for sale (note 7) | (15.8) | - |
Balance at 31 December | - | 14.2 |
Non-current (within 1-2 years) | - | 8.2 |
Current | - | 6.0 |
- | 14.2 |
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 133
2024 | 2023 | |
$m | $m | |
Balance at 1 January | 45.2 | 52.2 |
Interest unwind | 1.8 | 1.8 |
Additions | 2.9 | 0.7 |
Reclassified as held for sale (note 7) | (21.2) | - |
Reversals | (3.6) | (9.5) |
Balance at 31 December | 25.1 | 45.2 |
| 1 Jan | Discount | Repurchase | Share | Free | 31 Dec | ||
| 2024 | unwind | of bond | purchase | cash flow | 2024 | ||
$m | $m | $m | $m | $m | $m | ||
2025 | Bond 9.25% (current) | (243.7) | (1.6) | 180.4 | - | - | (64.9) |
Cash | 363.4 | - | (185.0) | (2.4) | 19.6 | 195.6 | |
Net cash | 119.7 | (1.6) | (4.6) | (2.4) | 19.6 | 130.7 |
| Financial covenant | Test | YE 2024 | YE 2023 |
| Equity ratio (Total equity/Total assets) | > 40% | 60% | 55% |
| Minimum liquidity | > $30m | $195.6m | $363.4m |
| 1 Jan | Discount | Repurchase | Share | Dividend | Free | 31 Dec | ||
| 2023 | unwind | of bond | purchase | paid | cash flow | 2023 | ||
$m | $m | $m | $m | $m | $m | $m | ||
- | - | |||||||
2025 | Bond 9.25% (non-current) | (266.6) | (2.7) | 25.6 | - | (243.7) | ||
Cash | 494.6 | - | (24.9) | (1.8) | (33.5) | (71.0) | 363.4 | |
Net cash | 228.0 | (2.7) | 0.7 | (1.8) | (33.5) | (71.0) | 119.7 |
Notes to the consolidated financial statements
134 Genel Energy Annual Report 2024
17. Financial Risk Management
2024 | 2023 | |
$m | $m | |
Trade and other receivables | 85.6 | 97.4 |
Cash and cash equivalents | 195.6 | 363.4 |
281.2 | 460.8 |
2024 | 2023 | |
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 135
| Total | |
| Ordinary | |
| Shares | |
At 1 January 2023 – fully paid 1 | 280,248,198 |
At 31 December 2023, 1 January 2024 and 31 December 2024 – fully paid 1 | 280,248,198 |
19. Dividends
2024 | 2023 | |
$m | $m | |
| Ordinary shares | ||
Final dividend (2023: | - | 33.5 |
Total dividends provided for or paid | - | 33.5 |
Paid in cash | - | 33.5 |
Total dividends provided for or paid | - | 33.5 |
Notes to the consolidated financial statements
136 Genel Energy Annual Report 2024
| Right-of-use | |
| assets | |
| $m | |
| Cost | |
At 1 January 2023 | 12.8 |
Disposals due to terminations | (0.3) |
At 31 December 2023 and 1 January 2024 | 12.5 |
Additions | 0.5 |
At 31 December 2024 | 13.0 |
| Accumulated depreciation | |
At 1 January 2023 | (8.8) |
Depreciation charge for the period | (2.6) |
At 31 December 2023 and 1 January 2024 | (11.4) |
Depreciation charge for the period | (0.7) |
At 31 December 2024 | (12.1) |
| Net book value | |
At 1 January 2023 | 4.0 |
At 31 December 2023 | 1.1 |
At 31 December 2024 | 0.9 |
2024 | 2023 | |
Book value | $m | $m |
Offices | 0.9 | 1.1 |
Right-of-use assets | 0.9 | 1.1 |
2024 | 2023 | |
Lease liabilities | $m | $m |
At 1 January | (1.1) | (4.1) |
Additions | (0.5) | - |
Disposals due to terminations | - | 0.3 |
Payments of lease liabilities | 0.7 | 2.8 |
Interest expense on lease liabilities | - | (0.1) |
At 31 December (note 13) | (0.9) | (1.1) |
| Total | |||||
| Less than | Between | Between | contractual | Carrying | |
| 1 year | 1 - 2 years | 2 - 5 years | cash flow | Amount | |
$m | $m | $m | $m | $m | |
31 December 2024 | (0.7) | (0.2) | - | (0.9) | (0.9) |
31 December 2023 | (0.7) | (0.3) | (0.2) | (1.2) | (1.1) |
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 137
21. Share based payments
The Company has five share-based payment plans under which awards are currently outstanding: performance share plan (2011),
performance share plan (2021), restricted share plan (2011), share option plan (2011), and deferred bonus plan (2021). The main
features of these share plans are set out below.
PSP (2011) | PSP (2021) | DBP (2021) | RSP (2011) | SOP (2011) |
| Form of awards | ||||
| Performance shares. | Either Performance | Deferred bonus shares. | Restricted shares. | Market value options. |
| The intention is to | shares or restricted | The intention is to | The intention is to | Exercise price is set |
| deliver the full value of | shares. The intention is | deliver the full value | deliver the full value | equal to the average |
| vested shares at no cost | to deliver the full value | of shares at no cost | of shares at no cost | share price over a |
| to the participant (as | of vested shares at no | to the participant (as | to the participant (as | period of up to 30 days |
| conditional shares or | cost to the participant | conditional shares or | conditional shares or | to grant. |
| nil-cost options). | (as conditional shares or | nil-cost options). | nil-cost options). | |
| nil-cost options). | ||||
| Performance conditions | ||||
| Performance | Performance conditions | Performance conditions | Performance conditions | Performance conditions |
| conditions will apply. | may or may not apply. | may or may not apply. | may or may not apply. | may or may not apply. |
| Awards granted from | Awards granted with | For awards granted to | For awards granted to | For awards granted to |
| 2017 are measured | performance conditions | date, there are no | date, there are no | date, there are no |
| against relative | are measured against | performance conditions. | performance conditions. | performance conditions. |
| and absolute total | relative and absolute | |||
| shareholder return | TSR measured against | |||
| (‘TSR’) measured | a group of industry | |||
| against a group of | peers over a three- | |||
industry peers over a three-year period. | year period. | |||
| Vesting period | ||||
| Awards will vest when | For awards subject to | Awards typically vest | Awards typically | Awards typically vest |
| the Remuneration | performance conditions, | after two years. | vest in tranches over | after three years. |
| Committee determines | they will vest when | three years. | ||
| whether the performance | the Remuneration | |||
| conditions have been | Committee determines | |||
| met at the end of the | whether the performance | |||
| performance period. | conditions have been | |||
| met at the end of the | ||||
| performance period. | ||||
| For awards that are not | ||||
| subject to performance | ||||
| conditions, awards | ||||
| typically vest in tranches | ||||
| over three years. | ||||
| Dividend equivalents | ||||
| Provision of additional | Provision of additional | Provision of additional | Provision of additional | Provision of additional |
| cash/shares to reflect | cash/shares to reflect | cash/shares to reflect | cash/shares to reflect | cash/shares to reflect |
| dividends over the | dividends over the | dividends over the | dividends over the | dividends over the |
| vesting period may or | vesting period and the | vesting period and the | vesting period may or | vesting period may or |
| may not apply. | period where the options | period where the options | may not apply. | may not apply. |
| have vested and have | have vested and have | |||
| not yet been exercised | not yet been exercised | |||
| (where applicable) may | (where applicable) may | |||
| or may not apply. | or may not apply. |
Notes to the consolidated financial statements
138 Genel Energy Annual Report 2024
In 2024, awards were made under the performance share plan only. The numbers of outstanding shares as at 31 December 2024 are
set out below:
| Share awards | Weighted | |||
| Share awards | without | avg. exercise | ||
| with performance | performance | Share | price of share | |
| conditions | conditions | options | options | |
Outstanding at 1 January 2023 | 8,052,865 | 927,960 | 51,265 | 858p |
Granted during the year | 2,961,900 | 540,834 | - | - |
Dividend equivalents | 607,589 | 91,973 | - | - |
Forfeited during the year | (3,805,594) | - | - | - |
Lapsed during the year | (191,374) | (191,768) | (26,443) | 767p |
Exercised during the year | (64,085) | (366,082) | (6,370) | 742 p |
Outstanding at 31 Dec 2023 and 1 Jan 2024 | 7,561,301 | 1,002,917 | 18,452 | 1,046p |
Granted during the year | 4,075,827 | 428,066 | - | - |
Forfeited during the year | (2,152,140) | - | - | - |
Lapsed during the year | (1,467,593) | (155,387) | (18,452) | 1,046p |
Exercised during the year | - | (364,428) | - | - |
Outstanding at 31 December 2024 | 8,017,395 | 911,168 | - | - |
Fair value of awards granted during the year has been measured by use of the Monte-Carlo pricing model. The model takes into
account assumptions regarding expected volatility, expected dividends and expected time to exercise. Expected volatility was also
analysed with the historical volatility of FTSE-listed oil and gas producers over the three years prior to the date of grant. The expected
dividend assumption was set at 0%. The risk-free interest rate incorporated into the model is based on the term structure of UK
Government zero coupon bonds. The inputs into the fair value calculation for PSP awards granted in 2024 and fair values per share
using the model were as follows:
| PSP (without | PSP | PSP (without | PSP | |
| condition) | condition) | |||
30/04/2024 | 30/04/2024 | 10/09/2024 | 10/09/2024 | |
Share price at grant date | 85p | 85p | 74 p | 74 p |
Fair value on measurement date | 85p | 52p | 74 p | 40p |
Expected life (years) | 1-3 | 1-3 | 1-3 | 1-3 |
Expected dividends | - | - | - | - |
Risk-free interest rate | 4.45% | 4.45% | 3.70% | 3.70% |
Expected volatility | 44.89% | 44.89% | 44.75% | 44.75% |
Share price at balance sheet date | 66p | 66p | 66p | 66p |
The weighted average fair value for PSP awards (without condition) granted in 2024 is 85p and for PSP awards granted in 2024 is 51p.
The inputs into the fair value calculation for PSP awards granted in 2023 and fair values per share using the model were as follows:
| PSP (without | PSP | PSP (without | PSP | |
| condition) | condition) | |||
06/04/2023 | 06/04/2023 | 12/09/2023 | 12/09/2023 | |
Share price at grant date | 124p | 124p | 82p | 82p |
Fair value on measurement date | 124p | 80p | 82p | 43p |
Expected life (years) | 1-3 | 1-3 | 1-3 | 1-3 |
Expected dividends | - | - | - | - |
Risk-free interest rate | 3.25% | 3.25% | 4.73% | 4.73% |
Expected volatility | 47.21% | 47.21% | 42.21% | 42.21% |
Share price at balance sheet date | 71p | 71p | 71p | 71p |
The weighted average fair value for PSP awards (without condition) granted in 2023 is 121p and for PSP awards granted in 2023 is 80p.
Total share-based payment charge for the year was $2.7 million (2023: $3.7 million).
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 139
2024 | 2023 | |
$m | $m | |
Board remuneration | 0.7 | 0.7 |
Key management emoluments and short-term benefits | 4.0 | 4.1 |
Share-related awards | 1.7 | 2.7 |
6.4 | 7. 5 |
24. Events occurring after the reporting period
On 10 March 2025, Genel entered into Block 54 Exploration and Production Sharing Agreement in the Sultanate of Oman for a 40%
participating interest, in partnering with OQ Exploration & Production SAOG (“OQEP”), who will hold a 60% participating interest and
operatorship of the licence.
Notes to the consolidated financial statements
140 Genel Energy Annual Report 2024
| Ownership % | ||
| Country of | (ordinary | |
| Entity name | Incorporation | shares) |
Barrus Petroleum Cote D'Ivoire Sarl 1 | Cote d'Ivoire | 100 |
Barrus Petroleum Limited 2 | Isle of Man | 100 |
Genel Energy Africa Exploration Limited 3 | UK | 100 |
Genel Energy Finance 4 plc 3 | UK | 100 |
Genel Energy Gas Company Limited 4 | Jersey | 100 |
Genel Energy Holding Company Limited 4 | Jersey | 100 |
Genel Energy International Limited 5 | Anguilla | 100 |
Genel Energy Miran Bina Bawi Limited 3 | UK | 100 |
Genel Energy Morocco Limited 3 | UK | 100 |
Genel Energy No. 6 Limited 3 | UK | 100 |
Genel Energy No. 7 Limited 3 | UK | 100 |
Genel Energy No. 8 Limited 3 | UK | 100 |
Genel Energy Petroleum Services Limited 3 | UK | 100 |
Genel Energy Qara Dagh Limited 3 | UK | 100 |
Genel Energy Sarta Limited 3 | UK | 100 |
Genel Energy Somaliland Limited 3 | UK | 100 |
Genel Energy UK Services Limited 3 | UK | 100 |
Genel Energy Yönetim Hizmetleri A.S¸ . 6 | Turkey | 100 |
Taq Taq Drilling Company Limited 7 | BVI | 55 |
Taq Taq Operating Company Limited 7 | BVI | 55 |
26. Annual report
Copies of the 2024 annual report will be despatched to shareholders in March 2025 and will also be available from the Company’s
registered office at 26 New Street, St Helier, Jersey, JE2 3RA and at the Company’s website – www.genelenergy.com.
Report on payments to governments for the year 2024
Introduction and basis for preparation
This report sets out details of the payments made to governments by Genel Energy plc and its subsidiary undertakings (‘Genel’) for the
year ended 31 December 2024 as required under the Disclosure and Transparency Rules of the UK Financial Conduct Authority (the ‘DTRs’)
and in accordance with our interpretation of the Industry Guidance issued for the UK’s Report on Payments to Governments Regulations
2014, as amended in December 2015 (‘the Regulations’). The DTRs require companies in the UK and operating in the extractives sector
to publically disclose payments made to governments in the countries where they undertake exploration, prospection, development and
extraction of oil and natural gas deposits or other materials.
This report is available to download at genelenergy.com.
Licence fees
These are fees and other sums paid as required by the licence agreements in relation to exploration rental, social development, training and
technology transfer.
During 2024, Genel paid $265,000 (£208,000) in Licence Fees to the Government of Somaliland in connection with its obligations under
the SL10B/13 and Odewayne Petroleum Sharing Agreements.
Materiality threshold
Total payments below £86,000 made to a government are excluded from this report as permitted under the Regulations.
Payments to governments – 2024
Country/Licence Somaliland Total SL10B/13 Odewayne
Licence rental ($’000) 90 90 -
Licence training ($’000) 50 50 -
Capacity building payments ($’000) 75 - 75
Social development payments ($’000) 50 50 -
Total ($’000) 265 190 75
Strategic report Governance Financial statements Other information
Genel Energy Annual Report 2024 141
‘AGM’ annual general meeting
‘BDO’ BDO LLP
‘CGU’ cash generating unit
‘Companies Act 2006’ Companies Act 2006, as amended
‘Company’ Genel Energy plc
‘ESG’ environmental, social, and governance
‘EPSA’ exploration and production sharing agreement
‘FGI’ Federal Government of Iraq
‘FRC’ UK Financial Reporting Council
‘FTSE’ FTSE International Limited
‘Genel’ may refer to Genel Energy plc and/or one of its subsidiaries and/or one or more
employees as the case may be. It is used for convenience only and is in no way
indicative of how the Genel group, or any entity within it, is structured, managed
or controlled
‘GHG’ greenhouse gases
‘Group’ the Genel Energy group of companies
‘HSE’ health, safety, and environment
‘IFC Performance Standard’ the performance standards set out by the International Finance Corporation
‘IOC’ international oil company
‘ITP’ Iraq-Türkiye Pipeline
‘Jersey Companies Law’ Companies (Jersey) Law 1991 (as amended)
‘KRG’ Kurdistan Regional Government
‘KRI’ Kurdistan Region of Iraq
‘LCIA’ London Court of International Arbitration
‘Listing Rules’ the Listing Rules of the UK Listing Authority
‘LTI’ lost time incident
‘MNR’ Ministry of Natural Resources
‘NGO’ non-governmental organisation
‘OQEP’ OQ Exploration & Production SAOG
‘Ordinary Shares’ the voting ordinary shares and/or the suspended voting ordinary shares as the
context requires
‘PSC’ production sharing contract
‘PSP’ performance share plan
‘RSA’ receivable settlement agreement
‘RSP’ restricted share plan
‘SOP’ share option plan
‘TCFD’ Task Force on Climate-related Financial Disclosures
‘TSR’ total shareholder return
‘TTOPCO’ Taq Taq Operating Company Limited
‘UN SDGs’ United Nations Sustainable Development Goals
Certain resources and reserves terms
‘1P’ proved reserves
‘2P’ proved plus probable reserves
‘3P’ proved plus probable plus possible reserves
‘2C’ contingent resources
Units of measurement
‘bbl’ barrel
‘bopd’ barrels of oil per day
‘km’ Kilometres
‘MMbbls’ millions of barrels
‘MMboe’ million barrels of oil equivalent
‘tCO
2
e’ tonnes of CO
2
equivalent
Glossary of technical terms
142 Genel Energy Annual Report 2024
ShareGift
If you hold a small number of shares and find it uneconomical to sell them,
you may wish to donate your shares to charity free of charge through
ShareGift. ShareGift collects donations of unwanted shares, sells them
and donates the proceeds to UK charities. Further details are available at
www.sharegift.org or by calling +44 (0) 20 7930 3737.
AGM
This year’s AGM will be held at Linklaters LLP, One Silk Street, London EC2Y
8HQ, on Thursday, 8 May 2025 at 11.00am.
Details of the business to be considered at the AGM are set out in the
accompanying notice of meeting.
Dividend and dividend history
No final dividend is proposed in respect of the year ended
31 December 2024.
Ordinary shares
The Company’s ordinary shares of nominal value 10p each are traded
on the main market for listed securities on the London Stock Exchange
(LON: GENL).
Registrars
Our Registrar is Equiniti.
All enquiries relating to the administration of shareholdings should be
directed to Equiniti (Jersey) Limited, c/o Equniti Limited, Aspect House,
Spencer Road, Lancing, West Sussex, BN99 6DA.
Telephone: 0371 384 2893 lines are open Monday – Friday excluding UK
Bank Holidays, 8.30am – 5.30pm.
Share price information
The current price of the Company’s shares is available on the Company’s
website at genelenergy.com.
Shareholder information
Contacts and Auditors
Registrar
Equiniti (Jersey) Limited
c/o Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
Independent auditors
BDO LLP
55 Baker Street
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Genel Energy Annual Report 2024 143
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GENEL ENERGY ANNUAL REPORT 2024