3 ABL GROUP
3 THE ENERGY AND MARINE CONSULTANTS.
4 THE ABL GROUP FAMILY
5 KEY FINANCIAL FIGURES
6 LETTER FROM THE CHAIR
10 RENEWABLES
13 MARITIME
16 OIL & GAS
19 MEMBERS OF THE BOARD
20 EXECUTIVE MANAGEMENT
21 SUSTAINABILITY REPORT
32 FROM THE BOARDROOM
32 CORPORATE GOVERNANCE
36 BOARD OF DIRECTORS' REPORT
39 RESPONSIBILITY STATEMENT
40 FINANCIAL STATEMENTS
40 CONSOLIDATED FINANCIAL STATEMENTS
45 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
71 PARENT COMPANY FINANCIAL STATEMENTS AND NOTES
82 AUDITOR'S REPORT
85ALTERNATIVEPERFORMANCEMEASURES(APM)
TABLE OF CONTENTS
| 3
ABL GROUP
ABL Group is the leading global
independent energy and marine
consultant, working in energy and
oceans to de-risk and drive the
transition across the renewables,
maritime and oil and gas sectors,
offering our customers the deepest
pool of world-class expertise across
marine, engineering and technical
advisory disciplines from more than
300 locations worldwide.
THE ENERGY
AND MARINE
CONSULTANTS.
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
| 4
ABL Group
ABL Group is a leading global independent energy and marine
consultant working in energy and oceans to de-risk and drive the
energy transition across renewables, maritime and oil and gas sectors.
www.abl-group.com
East Point Geo
Expert Geoconsulting organisation supporting all sectors; providing
efficient client-focused deliverables including data assurance,
ground models and quantitative risk assessment.
Longitude Engineering
Independent engineering, design and analysis services for the marine,
renewables, oil & gas, defence, and offshore infrastructure industries.
OWC
Project development services, owner's engineering and technical
due diligence to the renewables industry.
INNOSEA
Engineering advisory, verification, research & development,
concept development and consultancy for marine renewable energy.
ABL Yachts
Superyacht surveyors and consultants.
Add Energy
Consultancy solutions and specialised engineering services enabling
operations to be safe, compliant and efficient.
OSD-IMT
Est. in 1989, specialist ship design house focused on offshore support
vessels and clean shipping technology.
Through targeted acquisition and
organic growth, ABL Group have
built a comprehensive family of
specialist and niche branded energy
and marine consultancy companies,
offering services that are both
complementary and interconnected.
This allows our business lines,
branded service companies, and
expertise to focus closely on
delivering technical excellence in
engineering and consultancy, loss
prevention and loss management.
THE ABL GROUP
FAMILY
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
| 5
Results 2022 2021
167,897
1
18,175
7,375
1
9,645
1
7,113 5,435
1
%
1
%
Balance sheet and cash flow
19,815
% 53.9 % 58.1 %
Operations
1, 3
2
954
2
% 77% 75%
Share data
17.77
1
2
3
Financial calendar 2023
Event Date
Ticker symbol
ABL
ISIN No
Share Register
KEY FINANCIAL FIGURES
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
| 6
“Energy won’t end poverty, but we can’t end poverty without energy,”
—Scott W. Tinker, Director of the Bureau of Economic Geology.
Dear fellow shareholders,
75% of the world’s population live in Latin
America, Africa, and Asia. It is estimated
that about 6 billion people suffer from
some form of energy poverty in the world.
The challenge ahead is to both succeed
with energy transition, while at the same
time increase energy supply.
This will be complex and take time. A good starting point is to have a more
balanced and less heated debate based on facts and numbers, following the
four basic principles of 1) no one owns the truth, we can only seek it, 2) shaming
is destructive, civil dialogue is vital, 3) we must balance energy, economics,
and climate security, and finally 4) the energy sustainability challenge is not
simple, but it is solvable.
Today, less than 20% of the energy is consumed as electricity (electrons) and
the remaining energy is consumed as molecules. A key strategy to reduce GHG
(Green House Gases) emission is to electrify more of the energy consumption
to reach 50% of energy consumption. But it will be particularly demanding to
electrify all energy consumption, as the heat needed to produce the four essential
commodities, Ammonia, Cement, Steel and Plastic is challenging to electrify.
I believe to both succeed with energy transition and increase the living standards
of the world’s poor (i.e., a ‘just transition’), we need more of most energy sources
during this transition. Further, given the low energy density of renewable power,
we need these sources to be backed by other low carbon power from hydropower,
geothermal sources, nuclear power and fossil fuels equipped with carbon
capture technology. Energy security is key for the future and the most secure
energy source is a mix.
McKinsey - Expected energy consumption:
Source: McKinsey Energy Insights Global Energy Perspective 2022
Further, in my view, no energy source is 100% renewable or completely without
environmental impacts. Batteries for the energy transition (electric vehicles and
battery storage) alone demand more than 300 new mines by 2030 according
to analysis by Benchmark. While I expect ESG drivers to make an impact on
sustainable mining, this can be a dirty business, often in parts of the world with
limited regard to safety and the environment.
Glen Rødland
LETTER FROM THE CHAIR
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
| 7
A recent article in the Financial Times showed that many solar panels go directly to landfill. Until recently, wind turbine blades
were also put into landfill, but rightly the industry has addressed this with new 100% recyclable blades.
If the transition is to be ‘just’, and not repeat many of the ‘sins’ of oil and gas, we need to do so responsibly. That means
both in terms of sustainability and in terms of not leaving people behind in fuel poverty. A belief in the necessity of Carbon
Capture, Utilisation and Storage (CCUS) to balance and complement wind and solar has been a key consideration for ABL
Group during our acquisitions of Add Energy in 2022 and AGR in 2023. We are confident that these two acquisitions will give
ABL Group a key position in an increasingly important market that according to McKinsey has the largest growth potential
(see graph below) and could account for 25% of all energy investments in 2035.
McKinsey – Expected investments in the energy sector (analysis conducted before Ukraine war):
Source: McKinsey Energy Insights Global Energy Perspective 2022
Moreover, according to Shell’s most optimistic of the latest Energy Security Scenarios (2023), we will likely miss the
1.5-degree Celsius target by 2050, and only by carbon storage can it be lowered again by the end of the century.
So CCUS and other energy transition technologies are just as vital for the world and achieving Net Zero as it is for
our business.
Last year I said that we are heading into a “perfect storm” in the energy market. The market itself will not be the problem
– we will see significant investments across all energy sources for the next few years, renewables, transitional solutions,
and traditional sources of energy with CCUS and other GHG reduction measures. Similarly, the maritime industry must
invest in alternative fuels to reduce its GHG emissions, but there is still ongoing debate over which fuel technology
(batteries, hydrogen, ammonia, LNG, or other) will prevail. It will be the success of ABL Group’s strategy execution and
management of the company – or lack of it – that ultimately will determine whether we can capitalise on the coming boom in
the transition driving the energy and transport markets.
ABL Group’s strategic thinking
ABL Group’s strategy in the marine energy and transportation market is to create a global technical powerhouse to accelerate
renewable energy deployment and decarbonise the power and maritime sectors, mitigate and manage risk in energy and
oceans and support the transition of hydrocarbon production into a Net Zero future. We also aim to help clients make better
and more informed decisions that increase energy supply and promote sustainable production.
ABL Group operates in 39 countries, including all major maritime and offshore energy hubs. Every market and every country
are different, and our competitive landscape varies greatly from Mexico to Singapore and from Norway to Taiwan. As such,
our success relies heavily on the ability of local management to thrive and outperform. Research shows that in a company
of 1,000+ employees, 3-4% drive 80%+ of the EBITDA. Hence, key to our continued success is our ability to attract, develop
and retain new management talents that are execution focused, decision oriented, financially astute, motivated and able to
make informed decisions quickly.
The primary responsibility of the senior management in ABL Group is to build and rebuild their team. This is an ongoing
process, and a challenge further multiplied by several acquisitions and integration processes. So far, we have done okay,
but we cannot afford to be complacent. You are never better than your last “game” or your last M&A.
In conclusion, I believe there are two key internal value drivers for ABL Group. Firstly, we must continue to consolidate
our relatively fragmented industry by strategically pursuing value-added M&As opportunities. Secondly, we continue to
acknowledge that our most valuable asset is our people, and that decisions made by our people, especially the key 3-4% of
EBITDA drivers, are extremely important to create superior performance.
ABL’s M&A and organic growth strategy
MARINE
Loss
Management
ENERGY
MWS Surveys,
Audits
CORECORE
Core = 3
rd
party work (insurance industry), Add-on services = 1
st
party work (energy and energy services)
Engineering
Resource
Solutions
Marine
Design
Well
Control
Engineering
Consulting Consulting
Well
Mgmt.
Rig
Moving
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
| 8
ABL Group has grown sevenfold over the last 5 years, from a revenue of USD 36 million in 2018 to a proforma revenue
of about USD 260 million in 2022 (taking in a full year of both AGR and Add Energy). Our strategy is to build a leading
position in our core energy and maritime markets: the Marine Warranty Service (MWS) market and the Hull and Machinery
(H&M) market. Both MWS and H&M services are directly or indirectly related to requirements from the global shipping and
energy insurance industry. ABL Group is a leading or the leading global supplier of MWS and H&M services after significant
consolidation over the last few years.
The core markets are what I refer to as 3rd party work in the above illustration, where we approve work carried out by other
parties. But like the big 4 audit companies, PWC, EY, Deloitte and KPMG, the primary source of growth is not in auditing
(the equivalent of our MWS and H&M capabilities), but rather in other consultancy services offered to the client. I therefore
see our strongest growth in 1st party work, where we are working directly for the energy company, rig owner and ship owner.
In 2018, ABL Group was only a significant player in Rig Moving with a strong presence in the Middle East. Today, we have
not only maintained our leading position in Rig Moving but also established ourselves as a leading player within MWS and
H&M markets. Through our combination with Add Energy and AGR, we have also built a significant presence in the well and
reservoir management and services market.
ABL Group will continue to consolidate the still fragmented industry we operate in, but only if the consolidation clearly adds
value to our stakeholders. The M&A strategy has therefore been to consolidate related niches of the marine and energy
consultancy industry, both locally and globally, aiming for a leading position in all markets we operate in. A key synergy we
seek when making acquisitions is the ability to leverage our global infrastructure and presence in renewables, maritime and
offshore oil and gas. By sharing our support infrastructure, we expect significant synergies and scale, which will enable us
to maintain a truly global office network. AGR, a global leading Well Management company 10 years ago, scaled back during
the 7–8-year downturn from 2014 and currently operates in only three oil and gas locations in 2022. As part of ABL Group,
we expect to reverse this trend, and expand AGR’s operations going forward.
Energy transition – we invest in people not in hard assets
While there is a path forward on energy transition, it is not without a degree of uncertainty. There is uncertainty with respect
to technological advancements, the economics of some energy sources, availability of raw material, energy security and
so on. Therefore, some investments in fixed long lived assets this early in the energy transition cycle will carry some risks.
The market is of course particularly worried about new fixed investments in traditional energy sources, leading to listed
companies (both service providers and producers) experiencing relatively low multiples and assets valued below
replacement cost.
The beauty of ABL Group’s business model is that we do not invest in fixed assets, but in people - very skilled engineers and
marine specialists who can tackle the technical challenges of marine energy production, regardless of whether it is floating or
fixed wind, floating solar, floating oil and gas production, floating or fixed HVDC/AC substation, or an oil and gas installation.
This means we have flexible assets (our people) who can deliver value to clients regardless of the future energy mix. I expect
the market to gradually shift towards more renewable and zero-GHG emitting sources. While the transition needs both low
carbon energy sources and generation, and hydrocarbons, but ideally decarbonised, it is important that ABL Group can
support all our energy and maritime clients during this multiple decade transition.
ABL Group internal improvement strategy and targets
The challenge of delivering strong performance to all our stakeholders in a market characterised by volatility in energy prices,
technological uncertainty, intense political pressure for near term results and significant noise both in the media and political
circles, should not be overlooked. Increasing inflation, rising salaries, talent scarcity, and excessive project demands will
further increase the pressure on management in ABL Group, our employees, and finally our customers. In some key ABL
markets the hourly/daily rates in the oil and gas market have in real terms dropped by up to 30-40% from the peak in 2014.
For the first time in 8 years, we now see meaningful rate increases in 2022 and I expect we will reach previous highs (in
nominal terms) within 2-3 years. A long downturn resulting in redundancies and cuts to compensation have drained the
energy industry of talent. Rate and wage/compensation inflation will go hand in hand over the next few years and at ABL
Group we need to be cognisant of that fact as we try to attract talent and price our offering to clients.
The growth of ABL Group in the past 4 years make our efforts to professionalise the management and support functions
of the company even more urgent. While we achieved a lot in 2022, we still have much to do also in the upcoming years.
Our internal focus will centre on the following key factors:
1. Professionalisation and specialisation of management and support functions. Our internal investments
and upgrades will primarily focus on IT, legal, recruitment, human resource, training, knowledge management,
and strengthening of the financial and commercial competencies across all staff, but especially our 35-40 people in
key management.
2. Cost synergies, economy of scale. Acquisitions often provide significant cost and scale synergies, but they also
require investments in IT, management and service functions. The focus in 2021 was on integration and investments,
especially in IT, to achieve cost reductions, although resulting in a flat development of overhead as percentage
of revenue compared to 2020. Unfortunately, 2022 was a second year where overhead was relatively flat as
percentage of revenue due to significant investments in education, training, HR, IT and finance. After two years of
heavy investments in our support functions, I am convinced that 2023 will be the first year where ABL Group will see
overhead gradually reduce as % of revenue.
3. Capital efficiency. ABL Group’s business is normally classified as capital-light, with a low or moderate margin.
The capital invested in ABL Group is mainly used for working capital and for keeping cash in our various offices
worldwide. Despite increasing revenues from 2021, we achieved a positive net cash flow of USD 6.8m in 2022 from
a reduction of working capital. The days outstanding (DSO) fell from 94% of trailing 2 quarters revenue to 62% of
at the end of 2022. In addition, the use of cash in ABL Group remains high compared to our peers. Our structure,
spanning across 38 countries, results in a less efficient use of cash. We will continue to professionalise the treasury
function by establishing cash pooling systems and implementing new software to handle payments from our clients.
However, capital efficiency is about organisational culture as much as about improving systems and contract payment
terms. While somewhat delayed, our ambition to reduce the use of cash and improve capital efficiency remain key
priority areas for ABL Group’s management during 2023.
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
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4. Market reach and service offering. In 2018, the former Aqualis had 19 offices. Today, after the mergers with BTS, LOC,
Add Energy and AGR, ABL Group has offices in 63 locations. Our business is local and global. We are sharing talent
and key competencies, but the interaction with customers is often local and the projects often need local presence
and expertise. In 2018, 80% of our business came from offshore oil and gas. In 2022, offshore oil and gas accounted
for 53% of ABL Group’s revenue, 18% came from maritime and 29% from renewables and energy transition. In 2021,
we organically established a new business unit focused on energy storage, onshore wind and solar, as well as
hydrogen. We have already won significant new business within these areas, illustrating the quick results that can be
achieved on the back of solid infrastructure, reputation and network.
5. Alignment of incentives between employees and shareholders. As ABL Group, we value our people and invest in
them. They drive our business and remain our core focus. ABL Group has established a long-term share-based incentive
system (for details see page 61 in the annual report). The employees of ABL Group currently own approximately 20%
of the shares in the company (fully diluted including outstanding options). We also currently reserve up to 15% of our
EBITA to employee bonuses. Hence, employees are party to about 30-35% of the profits and dividends paid in the
company. As ABL Group grows and fights for scarce talent we will be reviewing our incentive arrangements to make
sure that we remain competitive in our key markets. This is also an important consideration in our M&A transactions
where we are not only looking to retain talent but also incentivise them to grow businesses within the broader ABL
Group footprint.
Operating margin, Return on Capital Employed (ROCE) and returning capital to shareholders
Active capital allocation is the tool both management and the board are using to improve our return on capital. Reduction of
the use of capital (or divestment) of businesses that are not meeting our required return on capital should also be expected.
In 2022 we sold our Adjusting business to SteegeXP for example.
The normalised operating margin in ABL Group was 9% in 2022, an improvement from 6% on a pro-forma consolidated basis
in 2020. The management team is diligently working to realise dynamic income synergies through further professionalisation
of the back-office, actively managing capital efficiency and leveraging our expanded service offering and global network.
While the acquisitions of AGR and Add Energy may reduce our operating margin in the short term, our medium-term target
remains to achieve a sustainable operating margin of 10% (EBIT margin) and reduce the working capital and the cash
requirements of the business. Our strategy of simultaneously increasing EBIT while reducing the capital used should lead
to a significant improvement in ROCE. In 2022, our ROCE increased to 16%, from 11% in 2021. In the years ahead we aim to
achieve a ROCE of over 20% on a sustainable basis, combined with organic growth of 5% annually. The acquisitions of both
AGR and Add Energy should in the medium-term be positive or neutral on our ROCE, as both companies are more capital
efficient than the legacy ABL Group business. To be clear, the ROCE target is of greater importance to us than the EBIT
margin target. While we strive for a good EBIT margin, we are also open to considering acquisitions that may have an EBIT
margin of less than 10%, as long as the capital efficiency of the business leads to an expected ROCE of over 20%.
In 2022 we paid a dividend of NOK 0.60 per share (paid in June and November). The board has proposed an ordinary
dividend of NOK 0.35 to be paid after the AGM in 2023 and a similar dividend should be expected in November 2023,
if performance remains strong. The strategy of the board is to gradually increase dividends as operations improve and the
capital tied up is reduced to competitive levels.
Management
2022 was the first year for Reuben Segal as CEO of ABL Group. Having known Reuben since 2005, I had no doubt he was
ready for the task. However, I must say that even I have been impressed by his execution focused, decision oriented and
financially astute mode of working. Reuben finds motivation in traveling, meeting clients, keeping his employees focused and
delivering presentations to diverse audiences. 2022 was a perfect start for Reuben as CEO, and the board is confident he
will continue to meet and exceed the expectations of our stakeholders. We are also excited to have appointed Stuart Jackson
as our new CFO. Stuart has over 20 years of experience as CFO and CEO of large organisations and will bring a wealth of
knowledge and expertise to the ABL Group executive team.
On behalf of the board, I would like to thank all our employees and the management of ABL Group for their excellent work
and outstanding results in 2022.
The management team of ABL Group has demonstrated exceptional skills and agility over the past few years,
successfully navigating a recession in the oil and gas industry while also driving growth in the rapidly expanding
energy transition market. Our management team’s “growth skills” are inherent in their DNA, allowing them to lead
the company through both challenging times and periods of rapid growth. As we look ahead to 2023, we remain
confident that the team will continue this journey towards becoming the world’s leading marine and engineering
consultancy. We are dedicated to creating sustainable value for our stakeholders while maintaining our commitment
to decarbonise the global energy system while also delivering affordable energy to the 8 billion people of the world.
Glen Rødland
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
| 11
RENEWABLES
ABL Group offers expert technical
and engineering consultancy across
all renewable energy markets:
offshore wind, onshore wind, solar,
storage, wave and tidal.
ABL Group is uniquely placed in this market to support clients in the delivery
of renewable energy projects at every stage of a project or asset’s lifecycle.
We combine the group’s long-term legacy in de-risking marine operations and
projects, with the specialised technical expertise of our four group companies
in supporting clients to deliver renewable energy projects across all generating
technologies and markets.
OWC
Supporting renewables project developers with project development
services, owners’ engineering and technical due diligence.
Longitude Engineering
Supporting EPCI contractors with independent engineering, design and analysis
of marine operations and supporting infrastructure and assets and SOV design
through it’s OSD-IMT specialist ship design unit.
ABL Group
Supporting the insurer and operator with marine assurance and warranty
services and offering independent engineering for onshore wind,
solar and energy storage.
East Point Geo
Supporting offshore and onshore wind developers understand ground
engineering risks.
INNOSEA
Supporting technology providers with feasibility, advisory, analysis,
engineering & design across all marine renewable sources.
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
|
Independent renewable energy consulting
ABL Group has been an independent leading technical advisor and engineering
consultant to many of the major developments in offshore wind development
over the last 20 years and we have expanded our expertise to support other
generation technologies including onshore wind, solar, energy storage and wave
and tidal.
Through our global network of 63 offices worldwide, we provide cutting-edge
energy and marine technical expertise in all offshore wind energy locations
globally. Often trailblazers in this industry, our group companies have contributed
with loss prevention services and consulting and engineering on some of the very
first offshore wind projects in the world.
Committed to the acceleration of integrated renewable energy sources
decarbonising our electricity networks, our multi-disciplinary expertise supports at
every project stage to ensure your operation’s success – feasibility, development,
engineering, construction, operations and maintenance, and end-of-life across all
generation technologies.
Our markets
Offshore Wind
Growth in offshore wind is accelerating and bringing new risks that investors,
developers, insurers and EPCI companies all have to understand, eliminate
or mitigate. From new emerging markets to new technology such as floating
foundations and +15MW wind turbines, the ABL Group can support from early
site selection to decommissioning. We bring experience gained during more than
three decades of consulting in the energy and marine sectors.
ABL Group has been an independent and impartial partner to many of the
major developments in offshore wind development over the last two decades.
We can support all forms of early desktop study in early development to owner’s
engineering fixed or floating projects and provide technical due diligence for
some of the largest transactions in the sector. The ABL Group are also the leading
provider of MWS in the sector, delivering engineering for EPCIs, and provides
design, engineering and construction supervision for SOVs, cable lay vessels,
and jack-up installation vessels, loss adjusting, and expert witness and litigation
support.
Onshore Wind
The ABL Group delivers independent engineering (IE) services to developers,
owners, and lenders in their evaluation of technologies and projects.
Our extensive global footprint also means we are able to easily deploy to support
the development of onshore renewables projects in new emerging markets, as in
already established markets.
Services include independent engineering and technical due diligence, feasibility
studies and owner’s engineering, yield, modelling and performance assessment,
and strategic and regulatory advisory.
We also provide through a specialist group all aspects of terrain, subsurface and
soil geoscience to support ground engineering projects for onshore wind.
Onshore Solar
The ABL Group delivers independent engineering (IE) services to developers,
owners, and lenders in their evaluation of solar technologies and projects.
Our experts cover ground-mounted PV, roof-top PV, floating PV (also see below)
and CSP technologies.
Our extensive global footprint also means we are able to easily deploy to support
the development of onshore renewables projects in new emerging markets,
as in already established markets.
Services include independent engineering and technical due diligence, feasibility
studies and owner’s engineering, yield, modelling and performance assessment,
and strategic and regulatory advisory.
Floating Solar
ABL Group is a pioneer in the development of floating solar PV (photovoltaic)
farms, offering a comprehensive package of front-end engineering,
design and advisory services to support innovation and construction of this
growing technology.
The group has successfully evolved its service offering and inhouse capabilities
at pace with the rapidly developing floating solar PV market and is involved in
various multinational research and development (R&D) projects.
Energy Storage
Battery storage, or battery energy storage systems (BESS), are systems that
enable energy from renewables, like solar and wind, to be stored and then
released when electricity customers need power most. They are essential to
speeding up energy transition.
The ABL Group has established a recognised position as a trusted technical
consultant for BESS projects, offering independent engineering and technical
due diligence, feasibility studies and owner’s engineering, route to market,
modelling and performance assessment, and strategic and regulatory advisory.
Wave & Tidal
Wave and tidal energy are vast untapped energy resources offshore.
With technology still in its early days, our group companies provide a
comprehensive range of technical, advisory, engineering and marine assurance
services to support developers at every project stage.
Hydrogen
Hydrogen and its derivatives including ammonia are gradually considered
a cornerstone of the global energy transition, climate change actions,
and sustainable energy security. OWC services for green hydrogen and its
derivatives include routes to markets, project development support, technical and
commercial independent advisory, production design and electrical engineering.
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
| 14
MARITIME
When it comes to international maritime,
experience counts. ABL Group has a
maritime legacy spanning more than
150 years since the establishment of
the Salvage Association, and in bringing
together the trusted reputations and
expertise of AqualisBraemar and LOC,
we are the leading market provider of
loss prevention, loss management and
engineering & consulting services to the
global maritime industry.
With our entrenched legacy in providing expert support to marine casualties of
any type and size worldwide, ABL Group combines expert knowledge with strong
collaboration and insight, to deliver a fast, effective response to even the most
urgent shipping challenge.
Global Presence in all Maritime Hubs
We have offices located in all major maritime and shipping hubs around the world.
We employ a wide range of experts with backgrounds in different areas of the
shipping and maritime industry.
We have vast experience in all shipping and maritime-related matters including
marine casualties, salvage and wreck removal, hull and machinery, P&I claims,
fixed object damage, pollution, personal injury, and ports and harbours,
marine accident investigation amongst other areas. Our reputation covers work in
ports & harbours, small craft, global shipping, defence and yachts.
Shipping
Our teams of experts support international shipping with our full range of
engineering and consulting, loss prevention and loss management services.
We bring together the deepest pool of multi-disciplinary expertise to support all
areas of shipping, from early advisory and technical due diligence, navigational
planning, early engineering, vessel design and modifications, through to operations,
with surveys, inspections and audits, as well as world-class marine warranty survey,
to supporting in the minimising of losses with marine casualty management,
salvage & wreck removal, and expert witness work. ABL Group is at the forefront
of rapidly responding to marine casualties worldwide. We have worked on marine
casualties of all scales, including some of the largest and most complex incidents
in recent history. Our global network of offices enables us to provide a veritable
24/7 global emergency response service.
Global Marine Emergency Specialists
Our global maritime teams provide valuable technical support to the attending
casualty specialists, with a range of services to manage the loss, support in any
salvage and removal operations, and to conduct marine casualty investigations to
understand the cause of the accident.
Ports and Harbours
ABL Group provides a comprehensive range of services necessary for port
development, modification, and operation. Whether to develop the modern and
efficient port infrastructure needed for the latest generation of cargo ships,
to LNG and increasingly Hydrogen and other clean fuel terminals, to supporting
ports for the needs of offshore wind construction, or assisting with ports reducing
their carbon emissions, the ABL Group has the expertise and tools for our clients.
Our ports and harbours team offer marine studies, including technical due
diligence, and engineering consulting services to assist in the development of
new and existing port projects.
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
| 15
Leading on decarbonising the maritime sector
The International Maritime Organisation (IMO) has made a commitment
to cutting greenhouse gas emissions from international shipping by at
least 50% by 2050 compared to 2008 levels.
ABL Group along with group company Longitude Engineering, have
developed specialised in-house capabilities to provide comprehensive
advice and technical support to clients in their transition to more
sustainable shipping solutions. Our services cover support from early
advisory and feasibility, through to design and build, and subsequent
marine and risk assurance.
Clean shipping system design
Through expertise in electrical engineering, marine-based green
technologies including hybrid-propulsion, fuel-cell and battery
technology, combined with Longitude’s IMT-OSD unit’s long-term
vessel design and engineering expertise, and group company Innosea’s
specialist capabilities in feasibility and analysis of marine renewables,
we as a group are highly experienced in supporting with the detailed
concept design, engineering, analysis and integration of clean
shipping systems.
Marine emissions tracking
We bring an in-depth understanding of industry frameworks such as:
The Poseidon Principles, The Sea Cargo Charter and Port Emissions
Toolkit, combined with long-term expertise across different segments of
the maritime industry.
We provide tailored consultancy and engineering solutions, which will
aid clients in their understanding of their carbon and pollutant footprint,
and help them in setting up a viable roadmap for future carbon-reduction
and compliance with ESG commitments and industry frameworks.
emiTr is an ABL group digital tool, an easy-to-use inventory of the
complex web of a port’s emissions, mapping their both direct and indirect
sources, developed by ABL group in collaboration with Shoreham Port
– a UK Trust Port. emiTr gives ports and harbours the power to track
emissions, calculate the cost and risk of their emissions, and facilitates
the necessary data and information to put down a roadmap to take action
against your emissions footprint.
Defence
ABL Group is a well-known and trusted provider of marine and engineering
consulting services to the maritime defence sector. Along with our group company
Longitude Engineering, we are well equipped and experienced in managing highly
confidential projects for the defence sector across the world.
Our services include naval architecture and engineering for vessel design,
conversion and upgrades, advanced analysis and simulation services,
marine systems engineering and consulting, marine operations engineering,
marine assurance and risk services, as well as support in expert witness,
claims and litigation.
Small Craft
We offer a wide range of marine and engineering consulting services to support
small craft across the maritime, oil & gas, defence and renewable sectors,
providing technical support at any stage of an asset’s life-cycle. From Small Patrol,
passenger, rescue and rigid inflatable boat design to small boat modifications,
Longitude develops design both independently, or by working alongside the
client’s design team.
Superyachts
A trusted partner to the insurance industry, yacht brokers, management
companies and owners worldwide, ABL Yachts offers clients the strength of
a large multi-disciplinary superyacht survey team with a collective experience
measured in hundreds of years, combined with the heritage and support of one
of the marine industry’s most respected brands.
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
| 17
Through-life marine and engineering consulting
for Oil & Gas projects
ABL Group provides services at every stage in the lifecycle of an oil and gas
project. Between our group companies, we have the knowledge and experience
to support right from the start at feasibility, early development and engineering,
right through to marine warranty survey, operations and maintenance and end of
life support with either life extension support or decommissioning.
Our clients come to us for a full range of services from surveys, inspections
and audits to marine and engineering consulting, and engineering and design.
We are the world number one provider of marine warranty survey for oil and gas
projects, and also provide a world-leading support package for rig operations on
a global scale.
World-leading in Oil & Gas MWS
Over the years we have acted as MWS on more than 1000 large energy
infrastructure projects of all types, as well as thousands of other smaller
marine operations.
Our work has included the world’s leading energy insurers and underwriters,
as well as oil and gas majors. We are also experienced in providing tailored
solutions to smaller energy operators, EPCI companies, oil and gas field service
and equipment companies, vessel owners / charterers etc.
Upstream
We provide far-reaching multi-disciplinary expertise supporting rigs throughout
the lifecycle of an asset. We offer market-leading services supporting rig moves
and rig inspections for rigs of all types and sizes, both onshore and offshore,
and anywhere in the world with services including geotechnical engineering
support, engineering consulting, MOU transportation MWS etc.
The ABL Group is the market leader in marine warranty survey (‘MWS’) on
offshore T&I operations for upstream infrastructure, with a long track-record in
providing technical support to some of the world’s most high-profile and complex
production platforms and floating infrastructures.
Midstream
ABL Group’s oil and gas specialists have been at the forefront of offshore
midstream development for over 20 years. Our teams of marine and engineering
consultants include specialists in subsea pipeline engineering and SURF
technology, with project experience covering some of the world’s most high-
profile and complex subsea pipeline installation projects, including NordStream 2,
Turkstream, Trans-Anatolian (‘TANAP’) amongst others.
World-leaders in marine warranty survey for pipeline installation, we have an
in-depth practical and theoretical understanding of key challenges in pipeline
projects and provide comprehensive risk-mitigation strategy, we also offer a
range of other marine assurance and risk services, engineering and consulting,
to support pipelay work at different projects stages, including with removal
operations at decommissioning.
Our engineering and consulting experts from group company Longitude
Engineering includes expertise in marine operations engineering, metocean and
coastal engineering, advanced analysis and simulation, amongst other areas.
Natural gas is the fastest-growing fossil fuel at over 20% of the global energy
mix, with the incentives it can offer as a ‘transition’ fuel as the lowest emitter of
greenhouse gases compared to oil and coal. As a result, the demand for global
LNG is projected to continue to grow.
ABL has stayed ahead of this market growth, by supporting as MWS on a number
of the world’s most significant LNG developments, including Ichthys, Gorgon,
Yamal LNG and LNG Canada.
Drilling and Wells Engineering and Management
Add Energy, a group company, offers expert design, planning and management of
all types of exploration, production, storage and disposal wells across the globe,
as well as industry-leading well kill support and blowout contingency planning.
Project experience includes the provision of dynamic simulations to the well kill of
the Macondo Blowout in the Gulf of Mexico. Solutions include the patented Relief
Well Injection Spool (RWIS) equipment, and our unique software OLGA® Well Kill.
With energy specialists across our network of global
offices and our wider global footprint of specialist
consultants across more than 300 locations,
ABL Group has the market-leading technical expertise
to support clients regardless of the project size,
type, complexity, and anywhere in the world covering
upstream, midstream, onshore and refining and
petrochemical projects.
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
OIL & GAS
| 18
Onshore
In recent years, very large construction projects are being executed with
worldwide procurement strategies requiring significant marine transportation
campaigns to bring high-value items such as modules, pre-assembled units
(PAUs), vessels, equipment and other materials from their place of fabrication/
supply to the final site location.
Such projects include multiple loadout, transportation and offloading operations
occurring simultaneously in multiple locations. With our far-reaching global
footprint and effective centralised global management systems, we have provided
seamless MWS, marine assurance and risk, and engineering and consulting
services to support onshore projects since the 1980s.
Whilst a significant number of recent projects have been for the construction
of LNG export facilities, we have also provided our services to petrochemical,
mining and power projects, and for major civil infrastructure projects such as
bridges, ports and harbour complexes.
As well as MWS, the wider ABL group offers a broad range of specialised
capabilities in engineering and consulting, and marine assurance and risk,
to provide all-round third-party support to a cargo transportation by sea or
ocean, from early planning of the operation, right through to successful, safe and
optimum delivery of the operation.
Refining & Petrochemical
ABL Group has a world-leading track record and trusted reputation amongst
the insurance and underwriting markets, as marine warranty surveyor (MWS) on
large-scale onshore projects and for project cargo. The development of refining
and petrochemical plants more often than not would require sea and ocean
transportation of critical and high-value modular assets from different global
locations. ABL is well-placed to support with MWS and marine and engineering
consulting for the de-risking of critical marine operations.
Decarbonisation and Hydrogen
The energy transition is accelerating and the ABL Group are leading in a
number of areas, from exploring how offshore wind can help reduce the
carbon intensity of offshore oil and gas assets to working with clients on
proving the hydrogen value chain across all our markets.
Through our OWC unit, we have authored feasibility studies for owners
of offshore oil and gas assets in the North Sea and undertaken work in
preparation for the Scottish INTOG (Innovation and Targeted Oil and Gas)
leasing round, a round to apply for the rights to construct offshore wind
farms specifically for the purpose of providing low carbon electricity to
power oil and gas installations and help to decarbonise the sector.
We also have an active and sought-after Hydrogen team that work across
a number of areas, examples are:
• Hydrogen strategies and road maps for public, semi-public bodies,
and large corporates such as OWC’s work for the Asian Development
Bank and INNOSEA’s for the Offshore Hydrogen Analysis and Road
Map for France project
• Owner’s engineering by including engineering FEED review for
Air Product’s NEOM Green Hydrogen project in Saudi Arabia
• Design of the hydrogen fuel cell powered seagoing ferry, the HYSEAS
III project for CMAL
• The development and design of a green hydrogen production and
bunkering barge for mid-sized ports for the DFT and InnovateUK
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
| 19
Glen Rødland
Glen Rødland is an independent investor and is the chairperson and board
member in Prosafe SE, Pascal Technologies, Deep Value Driller and ATDL
AS, as well as ABL. He was a senior partner at HitecVision for four years, and
for ten years was a partner and co-investor of Direct Active Investments in
Ferncliff TIH AS. Mr Rødland has worked for 15 years with portfolio management,
financial analysis, and investment banking for DNB (Vital) and Swedbank
(formerly First Securities and Elcon Securities). In addition, Mr Rødland has also
worked in the shipping company Jebsens and as a management consultant
in PWC. He has MBA and Post Graduate studies in Finance from NHH and UCLA.
Mr Rødland is a Norwegian citizen and resides in Bærum, Norway.
Rune Eng
Rune Eng has significant experience from his many years in the energy sector.
His last position was Executive Vice President International of the TGS. He was
previously CEO and President of Spectrum Geo Limited (subsequently sold to the
TGS Group), a position he held for almost nine years. Mr. Eng has also held various
roles at PGS ASA over a period more than 13 years as well as roles in Fugro,
Digital Equipment Corporation A/S and GeoTeam Group. Mr. Eng holds a Bachelor
of Science in Geophysics from the University of Oslo and a Master of Science in
Geophysics from the University of Gothenburg. Mr Eng is a Norwegian citizen and
resides in Oslo, Norway.
Synne Syrrist
Synne Syrrist is an independent business consultant and has extensive
experience as a non-executive director of both private and public companies.
Ms Syrrist was previously a partner and financial analyst at First Securities.
She currently serves on the board of several public companies, including Awilco
LNG ASA, and Naxs AB. She holds an MSc from the Norwegian University of
Science and Technology and is qualified as an authorised financial analyst at
the Norwegian School of Economics and Business Administration. Ms Syrrist is a
Norwegian citizen and resides in Oslo, Norway.
Yvonne L. Sandvold
Yvonne L. Sandvold is the founder and head of the board of YLS Næringseiemdom
AS. She has extensive experience in the Norwegian real estate industry ans
is the head of the board of of Sandvold Holding AS, Siesand Invest AS and
Octopus Eiendom AS. Ms. Sandvold currently serves on the board of several
public and private companies, including Self Storage Group ASA and ABL Group
ASA. She holds a cand. psychol degree from the university of Oslo, Norway and
is a licenced psychologist. Ms. Sandvold is a Norwegian citizen and resides in
Wollerau, Switzerland.
David Wells
David Wells, a Master Mariner, was a founding member of Aqualis Offshore
(now ABL Group) and held the position of CEO until the end of 2021 and his
retirement. Mr Wells has more than 30 years’ experience in the offshore consultancy
sector with a particular focus on offshore operations, MWS and marine consultancy.
He is a specialist on jack-up rig move operations, location approvals and all
aspects of rig moving. Prior to joining Aqualis Offshore, Mr Wells was a specialist
consultant to the offshore market and previously held senior Global and Regional
MD roles for a major leading global oil and gas consultancy. Mr Wells resides in
London, UK.
MEMBERS OF THE BOARD
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
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Reuben Segal
Reuben Segal has over 20 years’ experience in the offshore and shipping sectors,
covering both engineering design and ship surveying. He is a naval architect
and has extensive recent global business development experience with a focus
on design and construction of offshore oil and gas assets, including MODU
and MOPU units from FEED through to yard delivery. He has held many senior
executive roles in the industry, most recently COO of ABL Group. He holds
a Master’s degree in Engineering from the University of Newcastle. Mr Segal
resides in Dubai, UAE.
Stuart Jackson
Stuart Jackson has over 35 years’ experience in the global energy sector, covering
exploration & production, power generation and offshore drilling & services.
He has extensive experience in start-up/growth businesses but has also
completed four financial and operational restructurings. His experience extends
across private equity, family wealth, as well as OSE, NYSE, LSE, NASDAQ and AIM,
listed businesses. Mr Jackson holds a BSc in Accounting & Financial Management
and is a Fellow at the ICMA. Mr Jackson is a British citizen and resides in Dubai,
United Arab Emirates.
Svein O. Staalen
Svein O. Staalen has over 20 years professional experience from law firms and
in-house legal positions, with particular experience from maritime and energy
industries. He holds a Master’s of Law degree from the University of Oslo and
a Diploma in English Commercial Law from the College of Law, London.
Mr Staalen is a Norwegian citizen and resides in Bærum, Norway.
Will Cleverly
William Cleverly is CEO of OWC where he has a focus on organic and inorganic
growth and he also acts as an Observer to the ABL Board. Will has worked in
the offshore wind industry since 2008, at various leading consultancies before
joining OWC in 2013. His expertise spans early stage development through to
construction and installation, with a particular focus on site suitability, foundation
package management, and geoscience. He has worked across Europe,
Asia and the Americas in various key roles in over 50GW of offshore wind projects.
Will has an undergraduate degree from the University of Cambridge, is a chartered
engineer with the ICE, and has completed an Executive MBA in London –
coming top of the year.
RV Ahilan
Dr Ahilan is a Chartered Engineer with over 30 years’ of industry experience,
25 years of which has been at board level. Previously he was CEO of LOC and
has held leadership roles in DNV GL, GL Garrad Hassan and Noble Denton.
With expertise in hydrodynamics, he has led projects which have set standards
and safety factors in jack-up site assessment, mooring systems and marine
transportation. He is an Advisory Board Member of WavEC Offshore Renewables
and a Trustee of the charity Marine Technology Trust and was Non-Executive
Director a vertical axis wind turbine company. He holds a BSc (Leeds) and
MS (Caltech) in Civil Engineering, a PhD (Cantab) in Engineering Fluid Mechanics,
an MBA (Imperial) and is a Fellow of the Royal Academy of Engineering.
Bader Diab
Dr Bader Diab is one of the founding members of the ABL group and currently
holds the position of Chief Operating Officer. He has worked in the offshore
energy industry for more than 30 years including postings in the UK, Middle
East and United States. Bader has held senior management positions in several
offshore and marine consultancies including a recent position of Regional
Managing Director – Americas with the ABL Group.
Bader is a Civil / Structural engineer with experience in the global performance
of offshore structures, including transportation and installation, and the design of
MOUs. He is a registered professional engineer in the states of Texas and Alaska.
EXECUTIVE MANAGEMENT
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
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We successfully increased our impact on reducing emissions in the power sector
through our involvement in over 225GW of renewable energy projects during
2022, in doing so supporting over 25 countries in working towards their climate
related goals in terms of low cost, emission free, renewable energy deployment.
We have also continued to increase our impact in terms of supporting the
decarbonisation of the maritime sector and the oil and gas sector, though these
two areas are less mature for us currently than our work in renewables, we have
sought to develop and add to our capabilities. One example was the acquisition of
Add Energy in 2022 who bring hydrogen and CCUS expertise in areas we did not
have before. We will continue this trend in 2023, both organically and inorganic
as the opportunity arises.
At ABL Group we continue to recognise that for our business to be successful in
the age of climate crisis and energy transition, we must redefine what we do in
a genuine way to put sustainability at the centre of all strategy and operations.
In our 2019 Annual Report we presented a clear sustainability statement and
vision. This was a statement of intent with 5 key principles to guide and drive
our journey.
This has guided many of our activities and goals over the last 12 months, among
them being:
• Continuing to increase the renewables, sustainability and energy transition
revenues
• Supported the development and realisation of over 225GW of renewable
energy capacity across over 25 countries around the globe
• Broadening our services to help clients decarbonise other sectors such as
maritime and oil and gas
• Working to improve diversity and put a number of foundational policies in
place including initiatives such as our new Shadow Board giving ‘voice’ to our
younger colleagues
• We have committed to a significant training budget (>$1m USD) and the
necessary resources to streamline and make world class of our recruitment,
onboarding, career development, and training processes.
• Supporting the community, focusing on aligned areas, consistent with our
SDGs, with staff and company contribution and volunteering
This Sustainability Report will describe our actions to continually improve in
areas related to Diversity, Equity and Inclusion (DE&I), the environment and
governance. By including this in our Annual Report to shareholders, we also
show our commitment to sharing this information with our stakeholders using
our primary channels of communication as a key document in our Environmental,
Social, and Governance (“ESG”) reporting.
Reuben Segal
A WORD FROM OUR CEO
Another year and one of global crises and challenges in energy with implications in energy
security and rising fuel costs among them. Both impacts have deep implications connected
to the UN’s Sustainability Development Goals (SDGs). As a company without assets, we make
biggest impact by the work we do and how we deliver it, but our most material impact as an
independent technical consultant supporting and enabling countries developing local energy
supplies, and especially the realisation of low cost, local renewable energy, and reduce carbon
emissions with work in carbon capture, use and storage (CCUS).
SUSTAINABILITY REPORT
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
|
Importance to Stakeholders →
Significance of Impact →
Air-flight Driven
Emissions
Innovation in service
& Operations
Human Rights
Business Ethics, Anti-corruption
& Transparency
Safe and healthy office Environment
Staff Acquisition & retention
Diversity & Equality
Sustainable Markets
Supplier Emissions
3 5 8 16
5 16
5 16
7 13 14
13
13
7 13 148
Customer Satisfaction
8
Energy Transition
and Climate
7 13 14
3 5 8 16
16
In accordance with best practice, we conducted a materiality assessment
to identify issues around sustainability, economic, environmental and social
conditions that are the most important to the company as an organisation,
our staff and clients. The assessment provided the foundation for the group
to decide which areas to prioritise, so identify areas where ABL Group
could reduce its negative impact and make the greatest positive impact.
In 2020 we performed our first materiality assessment to explore our priorities on
sustainability. We explored and evaluated the aspects of our business that have
the biggest environmental, social and governance impact.
The seven materiality topics that we considered to have most impact on and the
most importance to ABL Group and our stakeholders are:
• Safe and healthy attendances
• Business ethics, anti-corruption,
and transparency
• Staff acquisition and retention
• Customer satisfaction
• Diversity and equality
• Sustainable markets
• Energy Transition and climate
After our initial benchmarking materiality assessment, we consider these seven
UN Social Development Goals (SDGs) have the highest importance to ABL Group
and our stakeholders. We further grouped the SDGs we have key focus on into
two groups:
• Employee focused, so how we do business
• Business focused, so where we do business
The Guiding purpose in this initiative is:
Energy and the oceans are at the
centre of our business; the sustainability of both is vital for the future of our
company and the world in which we operate and live.
In 2022 we have further strengthened our internal ESG capabilities and
maturity by formalising the ESG process. We have established a standalone
ESG Department headed by ESG Director, reporting to CEO. This confirms the
internal understanding of the ESG and its benefits by all key stakeholders and
enables us to put in place set of processes and improvements. Understanding
our ESG maturity was a key exercise to ensure that we are doing things in the
right order. Furthermore, we have set up a number of ESG Committees with
the aim to establish a unified view of ESG, increasing understanding of all three
aspects, environmental, social and governance, and to promote robust standards
of corporate governance that integrate all these aspects. This will help the ABL
more effectively integrate ESG.
Our Employee Focus
How we do business
Our Business Focus
Where we do business
THE REPORT
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
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Diversity, Equity & Inclusion
The diversity and inclusion of the people with whom we work with is at a
heart of our operations. We are committed to equal opportunities and prohibit
discrimination, harassment, forced, trafficked, and child labour. All of these
policies form a part of our Code of Conduct, which is acknowledged and obeyed
by our suppliers and subcontractors. We are committed to a workplace full of
integrity, fostering and protecting a corporate environment that is inclusive, safe,
and professional.
We do not limit people´s opportunity to contribute or advance based on age,
childcare responsibilities, disability, ethnicity, gender, gender expression, sexual
orientation, religion, pregnancy, or other protected personal characteristics. OWC,
part of the ABL Group, partnered with STEM Returners - based in Hampshire, UK,
an organisation that sources candidates for the programme, which aims to return
or transfer experienced engineers back into industry following a career break.
The fully paid placements act as a ‘returnship’, allowing candidates to be
re-integrated into an inclusive environment upon their return to STEM. The STEM
Returners’ programme aims to eliminate barriers, by giving candidates real work
experience and mentoring during their placement, as well as helping them to
seamlessly adjust to life back in work. Two successful candidates were offered
full-time positions at OWC upon the completion of their 12-week placement.
We set up a Diversity, Inclusion and Wellness Committee with some clear goals
of establishing high- level corporate leadership for gender equality, promoting
education, training and professional development and promote equality through
community initiatives and advocacy. Forming an ESG committee is a crucial
step to get started on our ESG journey. Bringing in more than one person or
department will help to deliver on our ESG goals ensuring staff can directly
influence and impact the direction of the business. Senior Management confirms
that committee has the authority over the effective operation of a company’s
ESG policy and has delegated responsibility for overseeing its implementation.
The committee reviews data from across the business and then filters and
summarises it for the board. The ESG committee is responsible for writing the
ESG content in the company’s annual report and producing all information relating
to ESG disclosures. The committee sits directly beneath executive level in terms
of seniority.
2022 saw significant changes internally at ABL with the set-up of the
Shared Services department and expansion of People and HR function.
This further confirms ABL’s commitment to drive recruitment, training, and
development of our staff. One of the key hires was a group-wide Learning and
Development Manager to deliver the initiatives and support our Engineering
Development Programme. Our value is our people, so we value our people.
It is a stated aim, at group board level, that the ABL Group is a desirable employer
where people want to come to both start and develop their careers. We have
committed to a significant training budget (>$1m USD) and the necessary
resources to streamline and make world class of our recruitment, onboarding, career
development, and training processes. At the start of 2022, we agreed to deliver a
number of leadership and management training programs with Hult/EF Business
School which brings many exciting opportunities throughout the organisation,
including an online learning and development portal for all employees covering
a wide variety of on-demand courses and live online webinars customisable to
all needs. Total number of 56 middle managers took part in the development
training and 12 senior management team members have been enrolled on the
leadership training.
In 2022, ABL has launched a mentorship scheme. The aims of the mentoring
are to share knowledge and skills, motivate staff and help them develop by
identifying professional development opportunities. The mentors act as role
models exemplifying the ABL ethos, providing career guidance and advice and
helping them expand their network of connections. Mentees are encouraged to
prepare for mentoring meetings, be attentive and open to advice, and put their
learning into practise in their day-to-day working life. We have 60 employees that
applied for the programme.
The Ian Bonnon award, set up by our late founder and Chairman of OWC,
an ABL Group company, was introduced to celebrate and encourage emerging
young talent within the renewable part of the organisation. The award is
presented annually to a young engineer, following nomination by their peers,
to celebrate their commitment, achievements, and growth during their time at OWC.
The award, presented by the Bonnon family, includes a trophy and a financial
award donated from the Bonnon Family.
2022
26.14%
Female
73.86%
Male
40%
Female
60%
Male
30.05%
Female
69.95%
Male
2021
25.19%
Female
74.81%
Male
40%
Female
60%
Male
31%
Female
69%
Male
EMPLOYEE DIVERSITY
Luany Dantas selected for the Women in Wind
Global Leadership Program
Luany Dantas, Country Manager for OWC in Brazil,
is one of the 15 women selected by Global Wind
Energy Council (GWEC) and Global Women's
Network for the Energy Transition (GWNET)
to participate in the Women in Wind Global
Leadership Program.
The Women in Wind Global Leadership Program is
designer to accelerate the careers of women in the wind industry, support their
pathway to leadership positions and foster a global network of mentorship,
knowledge-sharing and empowerment.
"We are delighted that Luany, who leads our offshore wind engagement
for OWC in Brazil, was selected to participate in the Women in Wind Global
Leadership Program", says William Cleverly head of ABL's offshore wind group
company OWC. "At the ABL group, we believe that gender diversity drives
innovation and provides a richer pool of talent of talent for key and emerging
industries, so we offer equal work and career development opportunities for all."
With the number of applications doubling compared to last year and as wind
power continues to grow into new and existing markets, it is imperative that
all key players combine their efforts for diversity and inclusion to shape the
energy workforce of the future, that will drive innovation and accelerate the
energy transition.
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
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ABL has a structured performance appraisal system meaning all new employees
receive feedback on their 1
st
, 2
nd
and 3
rd
(or 6
th
) month with the company.
Every employee has a probationary period and employees are not being let
go without a valid reason. ABL always follows employment law best practises
by following the five reasons for fair dismissal (capability, illness, redundancy,
summary dismissal, a statutory restriction, and any other substantial reason).
Employees who have resigned or have been made redundant are free to apply for
new roles with the company and are eligible for rehire.
ABL Group, is in the process of calculating group wide pay to determine gender
pay gaps with the aim to measure and so improve. ABL pay all of its employees
above the living wage salary; interns receive at least the living wage rate per hour.
ABL does not offer zero-hour contracts; it offers full-time, part-time, temporary,
or permanent contracts of employment.
ABL is a modern company with flexible working practice that ensure a great
balance between work and family life from the first day of employment for all
employees. ABL provides flexible working arrangements (earlier start or later
start of the working day to accommodate family commitments); hybrid working,
part time working, and enhanced maternity, paternity pay. Work phones are also
supplied to provide separation between personal and private life.
Increased focus on human rights
In July 2022, the Norwegian Transparency Act entered into law, requiring
companies to conduct human rights due diligence assessments across all of their
operations, supply chains and business partners. ABL Group strongly supports
this significant legislative move. Please visit the ABL Group website for our report
on the Norwegian Transparency Act.
Climate and Risk
Under sections 3-3a and 3-3c of the Norwegian Accounting Act, ABL Group is
required to report on its corporate responsibility. ABL Group recognise that Health,
Safety, and Environmental (HSE) matters are an integral part of its business
performance and exemplary performance in the areas of HSE is essential to fulfil
our vision and meet the expectations of our stakeholders.
Our ABL2030 guiding purpose, created, and re-committed to in our 2021 Annual
Report and this one, is that energy and the oceans are at the centre of our
business; the sustainability of both is vital for the future of our company and the
world in which we operate and live. Our purpose not only makes environmental
sustainability a responsibility for us in the way we do business, but also recognises
that our business impacts the wider world and that we need to take responsibility
for that too.
Identification and assessment of climate related risks
Though ABL Group are without any operating assets, we take our corporate risk
management responsibilities very seriously and our Integrated Management
System (IMS), which is certified by LRQA, is a robust and well adopted corporate
risk process.
Note that HS&E risks and opportunities are covered separately under
ABL-SOP-013 and associated HS&E Risks and Opportunities Registers.
ABL Group considers it to be fundamental good business and management
practice to be able to identify, understand and take appropriate action on material
climate and other environmental risks and opportunities to the business, this
is pursued via our corporate risk management program and is independently
audited as part of its EN ISO 14001:2015 certificate.
This process is outlined in our Management Systems in the ‘Corporate Risk
Governance’ manual (ABL-MAN-002) and is overseen by the Corporate Risk
Committee which includes our CEO, COO, General Counsel, and other senior
management.
The risk assessment provides a mechanism for identifying which risks represent
opportunities and which represent potential pitfalls. Done right, a risk assessment
gives ABL a clear view of variables to which the company may be exposed,
whether internal or external, retrospective or forward-looking.
The robust process encompasses the following:
• Review the corporate risk management framework
• Ensure that risks facing the organisation are identified, evaluated, and
adequately addressed
• Issue the corporate risk report on a quarterly basis and collate risks reported
by regions and business lines.
• Drive and support the further improvement of the risk management process
and provide business knowledge to the discussion of risks
• As part of the board oversight, in every board meeting there is an operational
update from management, which includes an ESG update and so the related
climate risks.
ABL GROUP CORPORATE RISK POLICY
ABL considers risk management to be fundamental to good management
practice and a significant aspect of corporate governance.
The risk management process within ABL is vital to our ability to pursue our
goals & objectives, commence and operate programs, perform duties in an
efficient and professional manner and to the personal health and safety of
employees.
The Executive Management of ABL has formed a risk management program
to pursue our risk management goals and objectives. These goals and
objectives include:
a) Avoiding exposure to accidental loss by NOT undertaking functions,
contracts, programs or activities where the potential loss is greater than the
potential benefit to be derived from these undertakings.
b) Preventing loss by identifying loss exposures and implementing policies and
procedures to reduce the risk of these losses occurring.
c) Controlling losses that do occur by:
• Assisting and supporting injured parties.
• Developing contingency plans for possible loss scenarios.
• Proper documentation and investigation of losses.
d) Determining cost effective solutions for managing the risks in order to
balance cost and risks.
e) Raising the awareness of all directors, managers, employees and contractors
concerning risk management within ABL
ABL will accomplish these goals and objectives by:
a) Establishing a Risk Committee with representatives from key functions,
whose responsibilities will be to implement, monitor, evaluate and revise
plans to achieve our goals and objectives
b) Nominate a Risk Coordinator to report to the risk committee.
c) Include risk management as an item for discussion at both annual senior
management review meetings and at regional management meetings.
ABL will regularly review and monitor the implementation and effectiveness of
the risk management process, including the development of an appropriate risk
management culture within ABL
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
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Figure 1: Risk management Process based on ISO 31000
Our Risk Management Process Flow is presented in Figure 1 above.
We identified ‘Climate change and environmental sustainability’ as a material
business risk and this has resulted in a range of strategic and operational actions
to reduce the this risk to ABL Group’s business and to reduce any negative impact
to climate change drivers, but also use our business activities to make a positive
impact on UN Global Compact SDGs. A summary is presented in Table 1.
Our ABL2030 ESG strategy includes two guiding principles that put climate
sustainability at the core of our business:
• Principle 4. Work towards a company-wide net zero carbon target to stay
ahead of our markets & contribute to a net-zero world
• Principle 5. Continue to grow, innovate & develop new services to both
accelerate & de-risk the energy transition & create business value
Being a relatively small business - with mainly staff in offices - our carbon footprint
will not be material. Our biggest material positive impact will be by growing our
support of the deployment of low-cost renewable energy across the globe and
the continued support of our client’s decarbonisation in the maritime and oil and
gas sector. Our work identifies constructable projects and supports developers
and investors in realising those projects.
In support to Principle 4, in 2022, we have completed the implementation and
accreditation of a group-wide environmental management system according
to EN ISO 14001:2015. Our environmental management system is designed and
specifically structured to cover environmental aspects that ABL Group can control
and directly manage, and those it does not control or directly manage but on
which it can be expected to have an influence.
This did not move on as fast as we had hoped, but we do have a ‘pilot’, initiated
by staff in our French renewable energy technical advisory business, so we can
understand processes and decisions needed to be able to measure and track our
carbon emissions. See Innosea case study on page 27.
Realising Principal 5 allows ABL Group to make two material impacts:
1. We increase our exposure as a business to the renewables and energy
transition sector, and so less to the oil and gas sector, reducing a business risk
incrementally as the transition progresses.
2. Our work on realising low cost renewable energy capacity around the globe,
we positively impact the UN’s SDG No 7 and 13.
• Our achievements in increasing revenues from renewables and
sustainability-driven services we accomplished:
• Achieved 17% revenue growth (2021 v 2022) in renewables bringing
renewables share from 27% to 29% (2021 v2022) of group revenues
• Worked on over 131 wind projects, mainly offshore wind with a total potential
capacity of 224 GW which would potentially displace 784 Mt CO2 of
unabated coal, or 358 Mt CO2 of unabated gas depending on the electricity
mix of the specific marke
• Supported over renewable energy projects in 26 countries; including many
developing countries
• Working on numerous green hydrogen projects and work related to
decarbonising the maritime sector which accounts for 6% of
global emissions
RISK ASSESSMENT
Risk identification
Risk analysis
Communication and consultation
Monitoring and review
Risk evaluation
Establish context
Risk treatment
CLIMATE
CHANGE RISK
• Climate change and environmental
sustainability
• Reducing offshore oil and gas market over
the medium to long-term due to the energy
transition driven by Paris Climate Agreement
• Overexposure to clients with negative
ESG profiles such as oil and gas
• Market pressure to measure and
improve our own ESG performance
• Loss of investor confidence and so
reduced share performance
• Reduction of oil and gas opportunities
over medium to long-term as market
shrinks, with additional competitive
pressures impacting pricing
• Reduce attractiveness as a place to work
for younger more value driven staff
• Establishment our ABL2030 ESG strategy
• Diversification into more sustainable market
segments such as offshore wind, onshore
renewables and maritime sectors such
as insurance, adjusting, shipping, expert
witness, Yachts, and Ports and Harbours
• Targeting 50% of our group revenues from
renewables and other energy transition or
sustainability-driven revenues by 2025
• Accreditation of our operations
to BS EN ISO 140001:2015
• The creation of the position of Chief Energy
Transition Officer on our executive team
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
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Lender’s technical adviser to UK BESS portfolio
Battery storage technologies (BESS) are essential to speeding up the
replacement of fossil fuels with renewable energy. They play an increasingly
pivotal role between supply and demand as we scale renewables, the sector is
forecast to grow 15 times by 2030*
We were appointed by Fotowatio Renewable Ventures (FRV) to provide lender’s
technical advisory services with respect to the debt financing by Natixis
Corporate & Investment Banking, of a portfolio of BESS projects in the UK.
Our scope is:
• Phase 1: a full technical due diligence incl. a desktop review of the sites, a
review of plant designs, contracts, the operational concepts and route-to-
market, as well as grid connections, planning approvals and a review of the
financial model.
• Phase 2: incl. construction and operational monitoring, including the
certification of key project milestones.
“ABL Group has strong expertise in the battery energy storage space, and we
are delighted to support FRV and Natixis for these exciting projects. There
have not been many debt finance deals in the BESS arena so far, and we
see huge potential for this to increase in coming years as confidence levels
around storage race forwards.”
— Aimee Besant, Energy Storage Lead, ABL Group
Blue Gem Wind appoints OWC to Valorous floating wind project
In 2022 OWC, an ABL Group company, started work on Blue Gem Wind, the joint
venture between TotalEnergies and Simply Blue Group as owner’s engineer for
the pre-FEED of the Valorous floating offshore wind project located in the
Celtic Sea.
OWC’s scope of work is to deliver owner’s engineering services for the pre-lease
engineering and consenting scope for the Valorous floating offshore wind
project. The intent of this scope of work is to complete the required work
packages and deliverables necessary for the project to submit a successful
lease application to UK’s The Crown Estate as part of the upcoming Celtic Sea
leasing round and prepare the project for pre-FEED.
The Valorous project is a proposed early-commercial project, that follows the
100 MW demonstration project Erebus, which OWC has supported as owner’s
engineer for over two years.
Valorous is located approximately 47 kilometres southwest of the Pembrokeshire
coastline, with approximate water depths of 70 – 84 metres at the offshore array
area and is estimated to feature up to 27 wind turbine generators (WTGs),
as well as the associated floating platforms and mooring infrastructure and a
single offshore substation.
Following the UK government announcement in October 2020, there is now a
target to deliver a total of 5 GW of floating offshore wind energy by 2030.
To meet this target, sites previously considered less desirable by fixed projects
due to water depths are now of interest for development to the floating market.
Assessment of 2 GW of renewable energy in South Africa
South Africa has endured power cuts for years, but 2022 saw more than twice
as many blackouts as any other year, as aging coal-fired power plants broke
down and state-owned power utility Eskom struggled to find the money to
buy diesel for emergency generators. The consenting and construction of
new renewable energy infrastructure is vital for the economy and to meet
emission targets.
ABL Group was contracted by various developers in South Africa to provide
energy yield assessment for more than 2 GW of potential solar and wind
power plants.
• Over 1.5 GW of the energy yield assessment work is related to nine potential
solar PV developments
• 0.5 GW for two potential onshore wind farms
Our services are being provided as part of technical due diligence into the
proposed sites, to be submitted to the South African Renewable Energy
Independent Power Producer Procurement Programme (REIPPPP) .
If the bids are successful, they will proceed to financial close, followed by the
construction phase.
Image credit: Dock90, Principal Power
We are delighted to have worked on an ever-increasing number of renewable energy and other energy transition projects and initiatives.
Our biggest positive impact to our chosen SDGs 17, 13, and 14 are delivered in the work we do. Below are some of our projects in 2022.
SELECTED PROJECT CASES IN 2022
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
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Supporting the NEOM Green Hydrogen Company
Longitude Engineering, ABL Group’s engineering, advisory, and design arm, has
been awarded a contract to provide engineering support to Air Products on the
NEOM green hydrogen project in Saudi Arabia.
The NEOM Green Hydrogen Company (NGHC) aims to build the world’s largest
green hydrogen production facility from local onshore wind and solar power,
which will then be exported globally by Air Products, one of the company’s three
shareholders, as green ammonia. The green ammonia will be converted back
into green hydrogen to fuel the transport sector. The company is located in the
NEOM region of Saudi Arabia.
Longitude was appointed by Air Products Ltd. – the primary EPC contractor –
to provide engineering support on the export jetty and the interface between
ammonia tankers and the jetty to ensure that the design meets project
requirements.
The scope of work includes engineering review of FEED design, pre-EPC risk
review to minimize cost, schedule, and safety risks, EPC tendering support,
EPC tender review, and support during detailed design and construction of the
export jetty.
“This project is at the cutting edge of the energy transition. It will harness the
carbon-free energy generated from abundant local wind and solar resources
to generate hydrogen via electrolysis, which will then be transformed into
ammonia for global distribution. Green hydrogen is recognised as key to
global decarbonisation efforts. The NEOM Green Hydrogen Company is truly
the first to move into making green hydrogen generation at big scale a reality,
and we are delighted to play a role in this pioneering undertaking.”
—David Bignold, Managing Director at Longitude Engineering
Feasibility study for the decarbonisation of tugs in tanker operations
Egypt has committed to adopt an ambitious 2050 long-term strategy, with a
view to explore a net-zero greenhouse gas emissions target and kick-start the
development of green hydrogen. The government also has plans to enhance
its Nationally Determined Contribution by quadrupling its installed #renewables
capacity share to 42% by 2030.
ABL Group delivered a feasibility study on behalf of Egyptian General Petroleum
Consortium on decarbonising Egypt's tug boats.
View the study here: https://youtu.be/zkX9O366GUI
The ABL Group have delivered on more energy transition projects, whether
developing low-cost renewable energy projects, supporting the maritime
sector to decarbonise, or supporting the decommissioning and decarbonisation
of assets and operations respectively in the oil and gas sector in 2022 than
ever before.
Owner’s engineer for 400 MW SouthWest Phase II wind farm project in Korea
Saman Corp. contracted OWC, an ABL Group company for the Korea Offshore
Wind Power SouthWest Phase II offshore wind farm project. The project is a
400MW project at Buan-gun, South Korea. This project is a follow-up project to
the 60MW pilot project that has already been established in Buan-gun, and it will
be completed in 2026. The construction cost is about 2.4trillion won (KRW). It is
evaluated as the largest project in the Korean renewable energy industry along
with the large-scale offshore wind power project in Sinan-gun, Jeollanom-do.
Under the contract, Saman and OWC will deliver owners’ engineering services
including review of site conditions; contract support for detail engineering,
EPC contract, O&M, supervision, marine warranty services and other contracts;
review and approval of engineering reports; support the license approval
process; and provide broad technical advisory services.
Decommissioning oil and gas portfolio
Spirit Energy Production (UK) ltd. Engaged the ABL Group to provide marine
warranty survey (MWS) and marine consultancy services for the operator’s
decommissioning portfolio in the southern North Sea and the Irish Sea.
Spirit Energy contracted ABL’s Aberdeen operation on a three-year
contract to provide the marine warranty scope for the operator’s
decommissioning campaigns.
Under the scope of work, ABL will provide MWS services for decommissioning
operations involving the removal of topside, and jackets for the following three
offshore oil and has platforms: Audrey A & B, and Ensign.
“ABL has considerable experience in supporting clients with the safe, efficient
and optimised decommissioning of their oil and gas assets. Our long history
in the sector, combined with our participation in a number of industry firsts
within decommissioning, gives us unique insight into the range of challenges
which can impact these complex marine operations.”
—Ashley Perrett, ABL Scotland Country Manager
ABL’s MWS scope of work includes technical document and procedural review,
on-site attendance and marine consultancy support for offshore operations
during the campaign. Suitability surveying of the proposed fleet for the
campaign is also part of the scope.
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
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INNOSEA'S CARBON INVENTORY INITIATIVE
Innosea is a marine energies engineering consultancy which is part of ABL
Group company OWC. They are primarily based in France and the team
started a project to measure, track and reduce their carbon footprint. It is the
first of it’s kind in the ABL Group and has learnt a number of lessons that will be
important for a future group project.
Their ESG steering group and carbon inventory were set up in response to
French legislation that requires companies of more than 500 people to report
on their carbon footprint. Despite Innosea coming under the 500-employee
threshold, the company took the decision to invest time and resource in taking
its own climate action.
The carbon inventory was developed to measure greenhouse gas (GHG)
emissions starting in 2019, split into 3 scopes:
INNOSEA’s ESG Steering Committee
It gathers relevant data from Innosea offices pertaining to travel and electricity
and calculates the offices’ emissions footprint based on researched and
defined emissions factors.
Once the data has been collected and calculations have been performed,
the results can be collated and used for annual comparisons as well as to
determine relevant key performance indicators (KPIs) on emissions reduction
for the year ahead.
What we can see so far
The following conclusions, among others, can be reached from the 3-year
data collection so far:
• Commuting by car and business travel by airplane pose the biggest
challenge to Innosea’s carbon footprint
• Covid-19 would have significantly reduced business travel and
commuting compared to 2021
• On a positive note, despite Innosea’s workforce growing by almost
50% between 2019 and 2021, electricity consumption by employees
decreased, reflecting an improved energy efficiency among colleagues
What’s next?
Based on the results, Innosea has identified the following key targets for
emissions reduction, which will be monitored, reviewed and are subject
to change:
• Decrease total emissions produced by business travel by 30% by
January 2024
• Decrease commute emissions per employee by 15% based on 2019
levels by January 2023, and 30 % by 2025
• Keep total electricity emissions constant based on 2019 levels until
January 2023
SCOPE 3
Indirect emissions
SCOPE 1
Direct emissions
SCOPE 2
Direct emissions
Quality, Health, Safety, and Environmental
ABL Group provides broad consultancy services to the Energy and Maritime
sectors. In the capacity of a consultancy firm, ABL Group members may provide
advice and recommendations to the Client or the Site representatives about
the technical environmental aspects or issue and /or the site-specific HSE
implementation, however, the Client Management is responsible for directly
managing and maintain the workplace. Our Environmental Manual describes
roles and responsibilities that ABL places on all employees and subcontractors
in order to minimise the impact and to ensure the best available practices
are established and adopted. All new hires are given induction training that
describes the environmental issues and risks applicable to their role, this is then
reviewed annually and communicated to the staff via QHSE consultation and
participation methods such as QHSE Committee, Staff Briefings, Team Meetings,
Internal Bulletins, and Flashes and Internal SharePoint Site.
In 2022 we continued measuring out environmental impact in the offices –
operating under one management system allowed us to establish a base line for
future refrence.
ABL Group conducts its business in a manner that prevents harm to people,
the environment, or assets. We are committed to creating a work culture where
the prevention of harm is a priority for everyone.
In April 2021, we established a company-wide Integrated Quality, Health, Safety,
and Environmental management system ensuring consistent processes and
systems within the ABL group. Our Integrated Management System Manual
is a comprehensive document establishing processes and policies required to
fulfill our legal requirements, client expectations, and most importantly to ensure
the health and wellbeing of our employees. Further, Rigorous procedures have
been established to identify and manage HSSE risks, Business, Contractual and
Legal risks and capitalise on opportunities.
Our Management System was subject to a Global external certification audit by
LRQA in November 2022. The outcome was quite positive and ABL has been
certified to ISO 9001: 2015, ISO 14001: 2015, and ISO 45001: 2018.
ABL Group Combined Health, Safety and Environmental Statistics for 2022 can
be found in the Table on page 29.
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
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ABL is committed to prevention of all types of incidents, protecting people,
the environment and customer property and conducting its business legitimately,
ethically and in a socially responsible manner. It is an expectation of ABL that
all members maintain and continuously improve a positive Safety culture
commensurate with the quality, health, safety, environment and security
significance of company operations and the nature and complexity of their
department and functions. ABL regards its moral, legal and financial responsibility
for providing a safe, healthy and secure environment for its members, as its
high priority. ABL is committed to maintaining the QHSE information system
to collect, analyse and disseminate information from incidents and near
misses, as well as regular internal and external audit/assessment on our safety
management system.
ABL will also utilize industry wide information such as IMCA regular safety
bulletins. In 2022 we have introduced a Safety Culture Initiative emphasising out
culture of trust so that all member is encouraged and even praised to provide
essential safety related information and to ensure that everyone within the
ABL and our subcontractors understands what acceptable safety behaviour is.
ABL is willing and maintains the competence required to draw the right conclusions
from its QHSE system and prepared to implement change and reform when it is
required whether through new policies and process, changes to operations and/
or working arrangements.
Our HELP Card system rolled out end of 2021 exceeded the expectations with
staff regularly using and contributing to the improvement of the system.
Anti-corruption
The Board of Directors has approved and implemented corporate governance
principles endorsing and complying with the Norwegian Accounting Act
(§ 3-3b) and the Norwegian Code of Practice for Corporate Governance (Code of
Practice) issued by the Norwegian Corporate Governance Board.
ABL Group is committed to conducting its business in a manner that adheres to
the highest industry standards and strictly in accordance with applicable laws
and regulations in the regions and countries where were operate.
The Group advocates high standards of honesty, integrity, and ethical behaviour
in its daily business and expects all representatives of ABL Group to conduct their
daily business in a safe, fair, honest, respectful, and ethical manner.
ABL Group has a corporate compliance officer, employees are provided
training on compliance and are instructed to report suspected violations of the
Group’s code.
All staff must complete e-learning modules that support our policies. Our goal
is continuous improvement, and we are focusing on improving anti-corruption
monitoring and reporting.
In 2022, each employee spent on average 1.15 hrs on training. Our anti- bribery
and corruption training completion was at 85%, which is an improvement
from 2021.
In line with the ABL Group Training Matrix, all new starters are signed up for Anti
Bribery & Corruption Compliance and Cyber Security training with immediate
effect following the appointment, and refreshers are conducted every 3 years.
The ABL Way of Doing Business - Corporate Code of Ethics and Business
Conduct sets out the basic rules and standards of behaviour expected on matters
that are important to our company and to conduct our business in an ethical and
compliant manner in accordance with our values. This handbook is also shared
with our freelancers via the freelancer QHSE Package. Both staff and contractors
must acknowledge the reading and understanding of the requirements.
The Code of Conduct gives general instructions on employees’ responsibilities
in preventing bribery and corruption in business dealings, including reporting
suspected Violations.
The Code of Conduct is further supported by our internal SOP18 on Regulatory
Compliance. This focuses further on our compliance requirements with
international laws, including sanction laws described in SOP15.
Our Code of Conduct states that our staff has the option to report to their Line
Manager, our General Counsel or Group Operations Director. We have recently
created and published a Whistleblowing Policy that supports all grievances or
suspected wrongdoing instances. This includes bribery, fraud or other criminal
activity, miscarriages of justice, health and safety risks, damage to the environment,
issues in the workplace, and/or any breach of legal or professional obligations.
This policy covers all employees, officers, consultants, freelancers, contractors,
work experience or internship workers, volunteers, casual workers, and agency
workers of ABL Group. We stress confidentiality will be protected where
appropriate and that we will not penalise or discriminate against anyone who
provides information to the company relating to what they believe is corrupt or
unethical practices.
Regarding taxation, our policy is one of full compliance with all relevant domestic
and international laws, rules, and regulations. Management of our tax affairs is
also consistent with our ethics policy and code of business conduct, which are
built around fairness, openness, and honesty. As a listed company we must also
demonstrate full compliance in these areas.
ABL GROUP
COMBINED STATISTICS
FY 2022
FIRST AID
CASES
ENVIRONMENTAL
POLLUTION
CASES
3
0
TOTAL GROUP
PERSON-HOURS
FATALITY
INCIDENTS
1,949,440 0
LOST TIME INJURY
FREQUENCY (LTIF)
PER MILLION
PERSON-HOURS
LOST TIME
OCCUPATIONAL
ILLNESSES (LTOI)
0
0
TOTAL
RECORDABLE
INJURY CASES
(TRIC)
LOST TIME
INJURIES
(LTI)
1 0
Compliance
Dashboard
1513
85%
1279
1335
100
50
0
100%
Total of
Registered Users
Courses
Completed
Duration
(hours)
COMPLETED
INCOMPLETE
NOT STARTED
Average number of training
hours per registered user
Organizational
Pass Rate
Organizational
Completion Rate
1739.78
High level summary
of user activity
Anti-Bribery and Corruption
Anti-Bribery and Corruption – New
Anti-Bribery and Corruption –New 2022
Average (hours)
1.15
92.1%
83.6%
79.6%
355
948
270
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
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In recognition that our guiding purpose
is that the sustainability of the world in
which we operate and live is vital for the
future of the company, we report here in
the continued development of our group-
wide CRS programme. This programme
encourages colleagues to take time out of
their working day to engage in charitable
and social initiatives.
Last year we selected initiatives, which each touched on a number of topics driven
by the UNGC and that intertwine with the SDGs, namely human rights, health and
safety on attendance, and energy transition & climate goals. Furthermore, they
promoted our SDGs among individuals in the company and created a space
for colleagues to engage in a positive way with the communities and sectors in
which we work and live. The activities also brought teams closer together in a
non-work environment, encouraging a positive and meaningful culture.
Here is a summary of some of our activity:
ABL Group becomes a signatory of the Neptune Declaration
ABL Group was proud to join more than 850 organisations as a signatory of the
Global Maritime Forum’s Neptune Declaration on Seafarer Wellbeing.
The initiative was set up in response to the pandemic’s adverse impacts on
seafarer safety and wellbeing, namely the crew change crisis and challenges
in vaccinating seafarers. It calls for signatories to promote 4x main actions, as
communicated in our graphic.
Recognising that many of our own staff come from seafaring backgrounds,
as well as the risk to both human and operational safety at sea, posed by the crew
change crisis, we felt compelled to become a signatory in April 2021. Since then…
• We continue to promote the Neptune Declaration and our support for this
initiative, at all relevant maritime events incl. monthly maritime market
briefings
• We report intermittent news as we receive it on the declaration, on our
corporate Linkedin page
We hope that our vocal support for this initiative, has encouraged others
in the industry to become signatories as well.
Support for The Mission to Seafarers
In connection to the above, we announced our group-wide support for the
important work of the Mission to Seafarers (MtS) in May 2021.
The Mission to Seafarers is a global charity, which provides practical, emotional
and pastoral support to seafarers and their families via a network of over 200
ports worldwide.
In promoting our support for MtS, Group CEO at the time, David Wells commented:
Many of our colleagues across the group support MtS in their own ways as
ambassadors, or in delivering supplies to ports, as well as engaging in various
charitable functions across the regions (ref. picture above to MtS’ annual Golf
Tournament, Dubai).
DEVELOPMENT OF CSR INITIATIVES (CORPORATE SOCIAL RESPONSIBILITY)
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
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OSCAR Dragon Boat Race
In September 2022, ABL took part in the OSCAR Dragon Boat Race on the
River Thames, raising money for Great Ormond Street Hospital Children's Charity.
25 companies from the shipping industry too part, with the top six teams battling
it out in a final.
ABL London raised a total of £2,328 for the OSCAR Campaign.
OWC engages with Business Volunteers
OWC engaged with a professional partner in sourcing and managing CSR
volunteer days, called Business Volunteers.
Through this partnership, Business Volunteers paired the OWC London office up
with a number of activity days over the course of last year, which were relevant
to OWC’s commitment to driving a more sustainable and cleaner environment.
Some examples are:
• In July 2022, OWC donated a significant number of laptops to the CEO
Charity, educating young people aged 13-25 on the diverse range of jobs
available within the construction and engineering industry.
• OWC London sent volunteers to Dexter's Adventure Playground, a charity
working with vulnerable young people in Brixton, to assist in transforming
their space from a derelict park into a colourful picnic area for families.
• Staff spent day of their time at the Felix Project in East London, preparing
3500 meals for people suffering food poverty.
Some comments from colleagues who took part:
“Training and supporting the next generation of engineers is right at the heart
of what we do at OWC. We look forward to hearing about the success of the
CEO students in the years to come!”
– Katherine Phillips
“It was hugely rewarding to see the difference we all made to the site in a day
by working together,”
– Aimee Besant
CSR in 2023
At ABL Group, we actively pursue a diverse CSR programme, supporting a number
of initiatives in order to foster a happy, social and positive workplace culture for
our colleagues, and to make a difference in our society and environment. We are
committed to becoming a sustainable company not only in our business world,
but also for the communities and countries in which we work and live.
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
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Corporate Governance regulates the
relationship between the Group’s management,
its Board of Directors and the shareholders
of ABL Group ASA (the “Company”).
The Company believes that good corporate
governance is an important component of sustainable
business conduct and long-term value creation.
1. Implementation and reporting of Corporate Governance
In accordance with the Norwegian Code of Practice for Corporate Governance
(NCPCG), the Board of Directors of the Company has prepared a Corporate
Governance policy document. ABL Group ASA aspires to follow the NCPCG
as closely as possible. Through its Board and management, the Company
conducts a review and evaluation of its principles for corporate governance on
an annual basis.
The Company’s compliance with the Code is detailed in this report and section
numbers refer to the Code’s articles. The Company’s Corporate Governance
guidelines are published in full at the Company’s website.
2. Business
The Company is a Norwegian public company that offers marine,
offshore and renewables consultancy services to the energy, shipping and
insurance industries.
The Group’s strategy is to offer its specialist consultancy services through a
growing network of global offices.
The scope of the Company’s business is defined in its Articles of Association,
published on the Company’s website. The Company’s objectives and strategies
are presented in the Board of Directors’ report.
3. Equity and dividends
Equity
The Company’s consolidated shareholder’s equity at 31 December 2022 was
USD 68.4 millions, representing an equity ratio of 54%. The Board aims to
maintain an equity ratio that remains satisfactory in light of the Company's goals,
strategy and risk profile.
Shares and share capital
At the end of 2022 the Company had 104,769,862 ordinary shares outstanding
with a par value of NOK 0.10 per share (see note [xx] to the Financial Statements).
The Company has one share class, and each share carries one vote. At 31
December 2022, the Company had 2,009 shareholders, and foreign registered
shareholders held 16.8% of the shares of the Company.
Increases in share capital
The Board will only propose increases in the share capital when this is beneficial
over the long term for the shareholders of the Company.
The Board has authorisation to increase the share capital in the Company as
approved by the shareholders and publicly registered in the Norwegian Register
of Business Enterprises (Brønnøysund), both a general authorization and an
authorization to be utilized in connection with the employee incentive program.
The Company has further issued warrants as also registered in the Norwegian
Register of Business Enterprises (Brønnøysund). The Board has authorisation
to purchase the Company’s own shares, limited to 10% of the total shares
outstanding.
Dividend policy
The Company’s intention is to pay a semi-annual dividend in support of its
objective to maximise capital efficiency. The majority of the Company’s free cash
flow is intended to be distributed, subject to maintaining a robust cash buffer to
satisfy commitments and support working capital requirements, planned capital
expenditure, growth opportunities, and uncertain future market prospects.
In addition to paying a cash dividend, the Company may buy back its own shares
as part of its plan to distribute capital to shareholders.
CORPORATE GOVERNANCE
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4. Equal treatment of shareholders and transactions with
close associates
The Company has only one class of shares and there are no voting restrictions.
Any potential purchase of own shares shall be carried out via a stock exchange
at market prices.
Where the Board resolves to carry out an increase in share capital on the basis
of an authority given to the Board, and waive the pre-emption rights of existing
shareholders, the justification will be publicly disclosed in connection with the
increase in share capital.
Transactions with related parties shall be at arm’s length and at fair value
which, in the absence of any other pertinent factors, shall be at market value.
All material transactions with related parties shall be valued by an
independent third party, unless assessed and resolved upon by the General
Meeting. Transactions with related parties are described in note 21 to the
Financial Statements.
5. Freely negotiable shares
There are no limitations on trading of shares and voting rights in the Company
and each share gives the right to one vote at the Company's General Meeting.
6. General Meeting
The General Meeting is the Company’s supreme body and elects the members
of the Board.
The call for the General Meeting
The Company observes the minimum notice period set out in the Norwegian
Public Limited Companies Act, i.e. providing 21 days’ notice. The call for the
General Meeting is issued in writing via mail, or electronically through VPS,
to all shareholders with registered addresses. Transmitted with the summons
are documents, which have sufficient detail for the shareholders to take a
position on all the cases to be considered. However, documents relating to
matters which shall be considered at a general meeting need not be sent to the
shareholders if the documents have been made available to the shareholders on
the Company's website. The summons also addresses the shareholder’s right to
propose resolutions to the matters to be resolved upon at the General Meeting,
and gives information regarding the required steps necessary to exercise the
shareholder’s rights. The summons and the said documents are made available
on the Company’s website at least 21 days prior to the relevant General Meeting.
Voting at the General Meeting
Any shareholder is entitled to vote at the General Meeting, and to cast a
vote, a shareholder must attend or give a proxy to someone who is attending.
The proxy form will be distributed with the summons to the General Meeting.
A proxy will only be accepted if submitted by mail, fax, or e-mail (provided the
proxy is a scanned document with signature), or registered directly through
VPS. For shareholders who cannot attend the General Meeting, the Board will
nominate the Chair and/or the CEO to vote on behalf of shareholders as their
proxy. To the extent possible, the Company uses a form for the appointment of a
proxy, which allows separate voting instructions to be given for each matter to be
considered by the meeting and for each of the candidates nominated for election.
The attendance at the General Meeting
The Board and the management of the Company seek to facilitate the largest
possible attendance at the General Meeting. The Chair of the Board and the
Company’s Auditor will always attend the General Meeting. Other members of the
Board and the Nomination Committee will also attend whenever practical.
Chair of the meeting and minutes
The Chair of the Board, or another person nominated by the Board, will declare the
General Meeting open. Considering the Company’s organisation and shareholder
structure the Company considers it unnecessary to appoint an independent chair
for the General Meeting, and this task will for practical purposes normally be
performed by the Chair of the Board.
7. Nomination Committee
The Nomination Committee is elected by the General Meeting, including its Chair.
The members of the Nomination Committee should be selected to ensure there
is a broad representation of shareholders’ interests.
The Nomination Committee’s task is to propose candidates for election to the Board
of Directors and to suggest remuneration for the Board. The recommendations
shall be justified. The Nomination Committee currently consists of two members,
who shall be shareholders or representatives of the shareholders, and no more
than one member of the Nomination Committee shall be a member of the Board.
Further information on the duties of the Nomination Committee can be found in
the Instructions to the Nomination Committee, which has been approved by the
General Meeting and made available on the Company’s website.
The Company is not aware of the existence of any agreements or business
partnerships between the Company and any third parties in which members
of its Nomination Committee have direct or indirect interests. The Nomination
Committee’s composition is designed to maintain its independence from the
Company’s administration.
The Nomination Committee currently consists of the following members:
• Bjørn Stray, Chair (up for election in 2024)
• Lars Løken (up for election in 2024)
Further information on the membership is available on the Company’s webpage.
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
| 34
8. The Board of Directors – composition and independence
The Chair and the other members of the Board are elected for a period of two
years at a time and currently comprises five members. All members of the Board
may be re-elected for periods of up to two years at a time.
The Chair of the Board, Glen Rødland, owns approx. 14.2% of shares in the
Company, through Gross Management AS which is controlled by Mr Rødland.
In electing members to the Board, it is emphasised that the Board has the required
competence to independently evaluate the cases presented by the Executive
Management as well as the Company's operations. It is considered important that
the Board functions well as a body of colleagues.
The female representation among Board members is 40%.
The current composition of the Board, including Board members’ shareholding in
the Company per 31 December 2022 is detailed below.
9. The work of the Board
The Board’s work follows an annual plan and it conducts an annual self-evaluation
of its performance and expertise, which is made available to the Nomination
Committee. The annual plan is devised after each Annual General Meeting, and
includes the number of meetings to be held and specific tasks to be handled at
the meetings. Typical tasks that are handled by the Board during the year include
an annual strategic review, review and approval of the following year’s budget,
evaluation of management and competence required, and continuous financial
and risk reviews based on budget or prognosis. In addition to ad hoc email
correspondence, the Board has held 10 meetings and calls during the period
between 1 January 2022 and 31 December 2022.
Audit Committee
The Audit Committee’s responsibilities follow from section 6-43 of the Norwegian
Public Limited Liability Companies Act. The Committee performs a qualitative
review of the quarterly and annual reports of the Company and participates in
the quality assurance of guidelines, policies, and other governing instruments
pertaining to the Company. The Audit Committee consists of Members of
the Board and is elected by the Board. The Committee supports the Board
in safeguarding that the Company has sound risk management and internal
controls over financial reporting. The Audit Committee monitors compliance
with the company’s Code of Conduct as well as anti-corruption and third-party
representative policies.
The Audit Committee currently consists of the following members:
• Synne Syrrist, Chair
• Rune Eng
Remuneration Committee
The Remuneration Committee, appointed by the Board, makes proposals to the
Board on the employment terms and conditions and total remuneration of the
CEO, and other members of the Executive Management, as well as the details
of the employee share scheme. These proposals are also relevant for other
management entitled to variable salary payments.
The Remuneration Committee currently consists of the following members:
• David Wells, Chair
• Yvonne L. Sandvold
10. Risk management and internal control
The Board and the Executive Management shall at all times see to it that the
Company has adequate systems and internal control routines to handle any risks
relevant to the Company and its business, including that the Company’s ethical
guidelines, corporate values, and guidelines for corporate social responsibility are
maintained and safeguarded.
The Board carries out an annual detailed review of the Company’s most important
areas of exposure to risk and its internal control systems. The risk areas, changes
in risk levels, and how the risk is being managed, are on the agenda at each
regular Board meeting.
The Company offers marine, offshore, and renewables consultancy services to
the energy, shipping, and insurance industries. These services are provided in
compliance with relevant international and local laws and regulations governing
this industry. The Company has adopted a Corporate Code of Conduct and a
QHSE system governing daily business practices.
11. Remuneration of the Board of Directors
Remuneration of Board members shall be reasonable and based on the Board's
responsibilities, work, time invested, and the complexity of the business.
The remuneration needs to be sufficient to attract both Norwegian and foreign
Board members with the right expertise and competence. The compensation
shall be a fixed annual amount and shall be determined by the Annual General
Meeting based on a proposal from the Nomination Committee.
For more information on the remuneration of the Board see note 21 to the
Financial Statements.
12. Remuneration of the Executive Management
The Board decides the salary and other compensation of the CEO, pursuant to
relevant laws and regulations, having references to the main principles for the
compensation policy of the Company as well as market norms and performance
of the individual.
For more information on the remuneration of the CEO and other members of
Executive Management, see note 21 to the Financial Statements, as well as the
guidelines and report related to remuneration to Executive Management attached
to the notice to the AGM.
Name Position in the Board Member since (year) Up for election (year) Committee membership Shareholding in ABL Group ASA*
1
2
* At 31st of December 2022
1
2
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
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13. Information and communication
The Company is strongly committed to maintaining an open dialogue with its
shareholders, potential investors, analysts, investment banks and the financial
markets in general. Our goal is for the share price to reflect the underlying value
of the Company by providing all price-relevant information to the market on a
timely basis.
The Board of Directors and the Executive Management of the Company assign
considerable importance to giving the shareholders and the financial market
in general timely, relevant and current information about the Company and its
activities, while maintaining sound commercial judgement in respect of any
information, which, if revealed to competitors, could adversely influence the value
of the Company.
The CEO and CFO are responsible for the Company’s investor relations activities
and all communication with the capital markets, and all information is provided in
accordance with the laws and regulations imposed by the Norwegian Securities
Trading Act and the Oslo Stock Exchange
Regular information is published in the form of Annual Reports and interim reports
and presentations. the Company distributes all information relevant to the share
price to the Oslo Stock Exchange in accordance with applicable regulations.
Such information is distributed without delay and simultaneously to the capital
market, the media and on the Company website.
The Company publishes all information concerning the General Meetings,
quarterly reports and presentations and other presentations on the Company
website, as soon as they are made publicly available.
The Executive Management holds regular meetings with shareholders and other
investors, and presents at domestic and international investor conferences.
14. Take-overs
The Board shall not without specific reasons attempt to hinder or exacerbate
any attempt to submit a takeover bid for the Company's activities or shares,
hereunder make use of any proxy for the issue of new shares in the Company.
In situations of takeover or restructuring, it is the Board's particular responsibility
to ascertain that all shareholders' values and interests are protected. If a take-
over offer is made, the Board will issue a statement making a recommendation
as to whether shareholders should or should not accept the offer. The Board will
arrange a valuation from an independent expert that shall be made public no later
than the disclosure of the Board’s recommendation.
15. Auditor
PricewaterhouseCoopers AS was appointed as the Company’s Auditor on 15 May
2017. The Auditor each year presents a plan for the implementation of the audit
work, and following the annual statutory audit presents a review of the Company’s
internal control procedures, including identified weaknesses and proposals for
improvement.
The Auditor participates in the Board meeting that approves the annual financial
statements, and otherwise when required. The Auditor meets with the Board,
without the Company’s Executive Management being present, at least once
a year.
Remuneration to the Auditor is disclosed in note 6 to the Financial Statements.
The full Corporate Governance Policy is published on the Company’s home page:
www.abl-group.com
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
| 36
Strategy And Objectives
The Company’s long-term objective is to consolidate the offshore energy and
marine consulting space whilst maintaining a focus on organic growth.
ABL Group focuses on the provision of high end consultancy to the global energy,
shipping and insurance industries. The services can be categorised across three
market sectors:
• Renewables – Independent engineering and consultancy services to offshore
wind industry
• Oil & Gas – Engineering and consultancy services to the offshore oil and
gas industry
• Maritime – Worldwide emergency incident response and surveys to marine
insurance industry
The Group’s strategy is to offer its specialist marine and engineering consultancy
services through a network of global offices. The Group has established a
presence in most major marine and offshore energy centres. This global presence
allows the business to provide local expertise and swift response times to client
demands.
ABL Group remains focused on value creation for all our stakeholders; customers,
employees, and shareholders, not on increasing the size of the company as such.
All M&A and other investments need to be value accretive.
Organisation
The business is operated primarily through a regional structure, giving shorter
reporting lines, improved local presence towards clients, and improved utilisation
through flexible use of technical staff across business streams. OWC (comprising
the activities of OWC, Innosea and East Point Geo entities) and Longitude are
managed and reported as separate segments, as projects are more global in
nature. Add Energy (acquired July 2022) was reported separately in 2022, but will
be integrated to the regional reporting from 2023. Our seven reporting segments
during 2022 were: Europe, Middle East, Asia Pacific, Americas, OWC, Longitude
and Add Energy.
The business is secondarily organised across three market sectors, Renewables,
Maritime and Oil & Gas – each with separate global managing directors ensuring
consistency of delivery and access to global competency.
During 2022, the Group opened no new offices, but continued to expand its
renewables offering across the existing office network.
The office and operations in Moscow, Russia were permanently shut down during
the year. The Group will continue to grow its global office network in strategically
placed locations to serve growth markets.
Financial Review
Financial statements
The consolidated financial statements of ABL Group are prepared in accordance
with International Financial Reporting Standards as adapted by the European
Union. A financial review of the Group for 2022 is provided below.
Profit and loss
Total operating revenues increased by 11% to USD 167.9 million in 2022 compared
to USD 150.7 million in 2021. The increase in revenues was primarily driven by
the OWC and Longitude segments, growing by 27% and 26% respectively
compared to 2021, in addition to the acquisition of Add Energy.
Staff costs and other operating expenses increased by 9% to USD 152.0 million
in 2022 compared to USD 139.6 million in 2021. The increase is broadly in line
with the increase in revenue.
EBIT amounted to a profit of USD 12.5 million in 2022 compared to USD 7.4
million in 2021. Adjusted EBIT was USD 15.3 million in 2022 vs USD 9.6 million
in 2021.
Profit after taxes amounted to USD 6.3 million in 2022 compared to USD 3.2
million in 2021. Adjusted profit after taxes was USD 7.1 million in 2022 vs USD
5.4 million in 2021.
Key figures and events in 2022
• Revenues of USD 167.9m in 2022 compared
to USD 150.7 million in 2021
• Operating profit (EBIT) of USD 12.5m in 2022
compared to USD 7.4 million in 2021
• Adjusted EBIT of USD 15.3m in 2022
compared to USD 9.6 million in 2021
• Profit after taxes of USD 6.3m in 2022
compared to USD 3.2 million in 2021
• Adjusted profit after taxes
1
of USD 7.1m in 2022
compared to USD 5.4 million in 2021
• Total dividend of NOK 0.6 per share paid during
2022, corresponding to USD 5.9 million
• Completed sale of Loss Adjusting business,
now trading independently as SteegeXP
• Completed acquisition of Add Energy Group, adding wells
consulting and asset integrity as business areas
• In June 2022, AqualisBraemar LOC ASA was formally
changed to ABL Group ASA (ticker “ABL”)
• Solid financial position with a net cash balance
of USD 17.6m at 31 December 2022
• 1092 full-time equivalent employees
at 31 December 2022
1
2
BOARD OF
DIRECTORS'
REPORT
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| 37
Cash flow, liquidity and financial position
Net cash inflow from operating activities was USD 18.6 million in 2022, up from a
net cash outflow of USD 0.2 million in 2021, driven by significant working capital
improvements. Net cash outflow for investing activities was USD 2.4 million in
2022. Net cash outflow from financing activities was USD 4.3 million in 2022,
primarily caused by dividends and debt repayment. A total dividend of USD 5.9
million representing NOK 0.60 per share was paid to the shareholders in 2022.
At 31 December 2022, cash balance amounted to USD 31.0 million compared with
USD 19.8 million at 31 December 2021.
At 31 December 2022, total assets amounted to USD 126.9 million compared
with USD 115.1 million as of 31 December 2021. The shareholders’ equity was
USD 68.4 million at 31 December 2022, corresponding to an equity ratio of 54%.
The shareholders’ equity was USD 66.9 million at 31 December 2021,
corresponding to an equity ratio of 58%. ABL Group had USD 13.3 million of
interest bearing bank debt as of 31 December 2022.
The Board of Directors proposes a dividend equal to 0.35 NOK per share
to be paid during the first half of 2023, and for dividends to remain on a
semi-annual schedule.
ABL GROUP ASA (Parent)
ABL Group ASA prepares its financial statements in accordance with the
Norwegian Accounting Act and accounting standards and practices generally
accepted in Norway. ABL Group ASA is the ultimate holding company for the
Group’s operations.
ABL Group ASA reported profit after taxes in 2022 of NOK 37.9 million compared
with profit after taxes of NOK 25.7 million in 2021. Total assets as of 31 December
2022 were NOK 746.9 million compared with NOK 594.7 million in 2021.
The company’s cash balance at 31 December 2022 was NOK 32.6 million
compared to NOK 5.9 million at 31 December 2021. Net cash flow from operating
activities was NOK 138.7 million in 2022. Net cash flow used in investing activities
was NOK 96.8 million in 2022 and primarily related to loans given to group
companies. Net cash outflow from financing activities was NOK 15.2 million, driven
mainly by dividend payments. For tax purposes, the distribution of dividend was
considered repayment of paid in capital.
ABL Group ASA is exposed to credit risk related to loans to subsidiaries. The loans
to subsidiaries do not have a specific due date.
The total shareholder’s equity at 31 December 2022 was NOK 524.9 million.
The Board proposes that the profit after tax of NOK 37.9 million is mainly allocated
to Group contributions.
ABL Group ASA has its headquarter in Oslo, Norway, with six permanent
employees at the end of 2022. Sick leave was 12 days or 1.0% for 2022.
Going Concern
In accordance with the Norwegian accounting act § 3-3a, the Board of Directors
confirms that the Financial Statements have been prepared under the assumption
of going concern and that this assumption is valid.
Risk Factors
Risk exposure and Risk management
ABL Group’s regular business activities routinely encounter and address various
types of risks some of which may cause our future results to be different than
we presently anticipate. A disciplined approach to risk is important and the Group
proactively manages such risks.
ABL Group’s Board is committed to effective risk management in pursuit of
the Group’s strategic objectives with the aim of growing shareholder value.
Further, the Board realises that proactive risk management is both an essential
element of good corporate governance and an enabler in realising opportunities.
The Executive Management is responsible for the governance of risk with
support from members of the management team. They review and monitor the
effectiveness of the risk management processes within the Group in accordance
with corporate risk governance requirements.
Risk registers are tabled at Company and Board meetings under the categories
of economic, financial, political, operational, strategic, legal and human
resources risks. Action plans are monitored and discussed to reduce the risks to
acceptable levels.
Operational risk
Operational Risk typically involves the risk of loss resulting from inadequate
internal processes, people and systems or from external events, including political
and legal risks. The Executive Management regularly analyses its operations and
potential risk factors with a focus on the most significant risks facing the Group
and takes appropriate measures to reduce risk exposure.
ABL Group places a strong emphasis on Quality, Health & Safety Assurance and
has management systems implemented, in line with the requirements for its
business operations.
Credit risk
Credit risk is primarily related to trade receivables. In trade receivables, credit
risk includes geographic, industry and customer concentration and risks related
to collection.
Interest rate risk
With gross interest bearing bank debt of USD 13.3 million at 31 December 2022,
the Group is exposed to interest rate risk. The interest on the Group’s bank debt is
based on floating interest rates with a fixed margin on top.
Liquidity risk
The Group’s policy is to maintain satisfactory liquidity at the corporate level.
The Group has a solid cash position which exceeds the interesting-bearing debt at
year-end. The Group had cash and cash equivalents of USD 31.0 million, and 13.3
million of interest bearing bank debt, at 31 December 2022. Based on the year-end
cash balance, available liquidity resources and the current structure and terms of
the Group’s liabilities, it is the Board’s opinion that the Group has adequate funding
and liquidity to support its operations and investment program.
Foreign currency risk
ABL Group operates internationally and is exposed to currency risk primarily to
fluctuations in USD, NOK, SGD, GBP and AED, arising from commercial transactions
and assets and liabilities in currencies other than the entity’s functional currency,
ABL Group’s net investments in foreign subsidiaries and its foreign currency
denominated cash deposits. During the year 2022, the Group had a net foreign
exchange loss of USD 2.5 million.
Further details on financial risk can be found in note 23 to the consolidated
financial statements.
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
| 38
Corporate Governance
The statement of Corporate Governance is included as a separate document in
the Annual Report. Corporate Governance is important to ensure that our business
is operated in a way that protects the long-term interest of all stakeholders.
The Board of Directors has approved and implemented corporate governance
principles endorsing and complying with the Norwegian Accounting Act (§ 3-3b)
and the Norwegian Code of Practice for Corporate Governance (Code of Practice)
issued by the Norwegian Corporate Governance Board. ABL Group’s compliance
with the Code of Practice is described in detail in the report on Corporate
Governance which is included in the Annual Report on page 31.
Social and Environmental Responsibility
In Q1 2020 we initiated a comprehensive process to establish best practice
Environmental, Social and Governance (“ESG”) reporting and to instil sustainability
into the culture and forward strategy of the Group. We have called this project
ABL2030, recognising that though the journey may be long, we must build the
foundations this decade. Our ABL2030 guiding purpose is that energy and the
oceans are at the centre of our business; the sustainability of both is vital for the
future of our company and the world in which we operate and live. Based on the
key principles for ABL2030, our Sustainability report on page [25] outlines how
ABL Group assesses and mitigates climate risk to its business, markets and its
impacts on the wider world.
Insurance covering Board of Directors and Executive
Management team
ABL Group ASA holds a Directors and Officers Liability Insurance (D&O) covering
the Board Members´, CEO’s and the executive management’s potential liabilities
towards the company and third parties.
Oslo, 26 April 2023
David Wells
Board Member
Reuben Segal
CEO
Glen Rødland
Chair of the Board
Yvonne L. Sandvold
Board member
Synne Syrrist
Board member
Rune Eng
Board member
Markets and Outlook
Improving markets is expected to be a key driver for top line growth and improved
profitability in ABL Group in 2023 and beyond.
The offshore wind industry, our core renewables market, is expected to continue
to grow rapidly. We have seen progress towards opening new global markets to
offshore wind, and with an increasing number of developers, new investors and
new geographies, the consultancy market is expected to grow significantly in the
short and long term. The early development work which represents OWC’s core
business continues to grow at pace, and the offshore installation activity which
drives our offshore wind marine warranty survey work is expected to return to
growth in 2023.
In our oil and gas market we have seen significant improvements in brownfield
and opex driven work during 2022, and expect this to improve further in 2023.
Greenfield and capex driven services have been slower to pick up, but we expect
significant improvements through 2023 and towards a very active 2024.
We expect to retain our strong position in our maritime markets. These markets
are long term stable and move in tandem with global shipping activity, but short-
term development remains largely event driven and difficult to forecast.
ABL Group’s current strategy remains unchanged being focused on widening and
strengthening its global client portfolio and enhancing client loyalty to retain and
obtain market leading positions across our services and geographies.
ABL Group will continue to be active in the consolidation and restructuring of our
industry. ABL Group remains focused on value creation for all our stakeholders;
customers, employees and shareholders. The active pursuit of strategic and
value creating acquisitions allows us to make large strides in positioning the
group in attractive markets, and to become the leading independent global
energy and marine consultancy.
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
| 39
We confirm that, to the best of our knowledge, the 2022
consolidated financial statements have been prepared in
accordance with IFRS as adopted by EU, gives a true and fair view
of the Company’s assets, liabilities, financial position and results
of operations, and that the management report includes a fair
review of the information required under the Norwegian Securities
Trading Act section 5-5.
Oslo, 26 April 2023
Glen Rødland
Chair of the Board
Yvonne L. Sandvold
Board member
Synne Syrrist
Board member
Rune Eng
Board member
RESPONSIBILITY STATEMENT
David Wells
Board Member
Reuben Segal
CEO
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
ABL GROUP ANNUAL REPORT 2022 | 40
CONSOLIDATED FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
41 CONSOLIDATED STATEMENT OF INCOME
41 CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME
42 CONSOLIDATED BALANCE SHEET
43 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
44 CONSOLIDATED STATEMENT OF CASH FLOWS
45 NOTE 1. CORPORATE INFORMATION
45 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
51 NOTE 3. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS
53 NOTE 4. REVENUE FROM CONTRACTS WITH CUSTOMERS
53 NOTE 5. STAFF COSTS
53 NOTE 6. OTHER OPERATING EXPENSES
54 NOTE 7. BUSINESS COMBINATIONS
55 NOTE 8. FINANCIAL ITEMS
56 NOTE 9. TAXES
57 NOTE 10. EARNINGS PER SHARE
57 NOTE 11. PROPERTY, PLANT AND EQUIPMENT
58 NOTE 12. LEASES
59 NOTE 13. GOODWILL AND INTANGIBLE ASSETS
60 NOTE 14. TRADE AND OTHER RECEIVABLES
60 NOTE 15. CASH AND CASH EQUIVALENTS
61 NOTE 16. EQUITY
62 NOTE 17. BANK BORROWINGS
62 NOTE 18. PROVISIONS
63 NOTE 19. TRADE AND OTHER PAYABLES
63 NOTE 20. FAIR VALUES OF FINANCIAL ASSETS AND FINANCIAL
LIABILITIES
63 NOTE 21. RELATED PARTY
64 NOTE 22. STATEMENT REGARDING THE DETERMINATION OF SALARY
AND OTHER REMUNERATION TO EXECUTIVE MANAGEMENT
65 NOTE 23. FINANCIAL INSTRUMENTS
66 NOTE 24. CONTINGENCIES
67 NOTE 25. SEGMENT INFORMATION
68 NOTE 26. LIST OF SUBSIDIARIES
69 NOTE 27. SHAREHOLDER INFORMATION
70 NOTE 28. EVENTS AFTER THE REPORTING PERIOD
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
ABL GROUP ANNUAL REPORT 2022 | 41
Consolidated statement of income
Amounts in USD thousands Notes 2022 2021
Revenue 4 167,897 150,748
Total revenue 167,897 150,748
Staff costs 5 (88,126 ) (81,978 )
Other operating expenses 6 (63,915 ) (57,605 )
Depreciation, amortisation and impairment 11, 12 (3,342 ) (3,790 )
Operating profit (loss) (EBIT) 12,514 7,375
Gain on bargain purchase / disposal of subsidiaries 7 1,889 54
Finance income 8 169 112
Finance expenses 8 (1,411 ) (765 )
Net foreign exchange gain (loss) 8 (2,507 ) (592 )
Profit (loss) before income tax 10,654 6,184
Income tax expenses 9 (4,401 ) (2,965 )
Profit (loss) after tax 6,253 3,218
Consolidated statement of other comprehensive income
Amounts in USD thousands Notes 2022 2021
Profit (loss) after tax 6,253 3,218
Other comprehensive income
Items that may be reclassified to profit or loss
Currency translation differences (2,776 ) (475 )
Income tax effect 9 (729 ) (343 )
Other comprehensive income for the period, net of tax (3,506 ) (818 )
Total comprehensive income for the period 2,746 2,400
Total comprehensive income for the period is attributable to:
Equity holders of the parent company 2,689 2,325
Non-controlling interests 58 75
Total comprehensive income for the period 2,746 2,400
Earnings per share (USD): basic 10 0.06 0.03
Earnings per share (USD): diluted 10 0.06 0.03
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
ABL GROUP ANNUAL REPORT 2022 | 42
Consolidated balance sheet
Amounts in USD thousands Notes 31 December 2022 31 December 2021
ASSETS
Non-current assets
Property, plant and equipment 11 2,101 1,137
Right-of-use assets 12 7,904 3,629
Investment in associates 29 -
Goodwill and intangible assets 13 29,382 27,465
Deferred tax assets 9 1,744 1,708
Total non-current assets 41,160 33,939
Current assets
Trade and other receivables 14 41,400 43,235
Contract assets 4 13,394 18,101
Cash and cash equivalents 15 30,974 19,815
Total current assets 85,769 81,151
Total assets 126,928 115,090
EQUITY AND LIABILITIES
Equity
Share capital 16 1,402 1,323
Share premium 16 63,349 64,913
Consideration shares 7 1,236 1,890
Share-based compensation reserve 16 3,769 2,373
Retained earnings 14,752 8,557
Foreign currency translation reserve (15,812 ) (12,306 )
Total 68,697 66,751
Non-controlling interests 7 (269 ) 114
Total equity 68,427 66,865
Non-current liabilities
Deferred tax liabilities 9 2,516 1,259
Long term borrowings 17 - 3,328
Lease liabilities 12 6,922 2,481
Provisions and other payables 18 3,058 2,714
Other payables 2,935 2,947
Total non-current liabilities 15,432 12,729
Amounts in USD thousands Notes 31 December 2022 31 December 2021
Current liabilities
Trade and other payables 19 25,890 24,467
Contract liabilities 4 1,535 949
Short term borrowings 17 13,337 8,333
Lease liabilities 12 1,869 1,349
Income tax payable 9 439 398
Total current liabilities 43,069 35,496
Total liabilities 58,501 48,225
Total equity and liabilities 126,928 115,090
Oslo, 26 April 2023
Glen Rødland
Chair of the Board
Yvonne L. Sandvold
Board member
Synne Syrrist
Board member
Rune Eng
Board member
David Wells
Board Member
Reuben Segal
CEO
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
ABL GROUP ANNUAL REPORT 2022 | 43
Consolidated statement of changes in equity
Amounts in USD thousands Notes Share capital Treasury shares Share premium
Consideration
shares
Share-based
compensation
reserve
Retained
earnings
Foreign currency
translation
reserve Total
Non- controlling
interests Total equity
At 1 January 2021 1,276 (41 ) 67,080 1,459 897 5,413 (11,487 ) 64,598 721 65,319
Profit after tax - - - - - 3,144 - 3,144 75 3,218
Other comprehensive income - - - - - - (818 ) (818 ) - (818 )
Cash-settled capital increase (net of transaction costs) 41 - 2,260 - - - - 2,301 - 2,301
Shares to be issued as part of the consideration on a acquisition of subsidiary - - - 431 - - - 431 - 431
Shares issued as consideration for business combination 6 - 1,048 - - - - 1,054 - 1,054
Non-controlling interests on acquisition of subsidiary - - - - - - - - (609 ) (609 )
Dividends paid - - (5,476 ) - - - - (5,476 ) (73 ) (5,548 )
Share-based payment expenses 16 - - - - 1,475 - - 1,475 - 1,475
Employee share program issue - 41 - - - - - 41 - 41
At 31 December 2021 1,323 - 64,912 1,890 2,372 8,557 (12,306 ) 66,751 114 66,865
At 1 January 2022 1,323 - 64,912 1,890 2,372 8,557 (12,306 ) 66,751 114 66,865
Profit after tax - - - - - 6,195 - 6,195 58 6,253
Other comprehensive income - - - - - - (3,506 ) (3,506 ) - (3,506 )
Cash-settled capital increase (net of transaction costs) 16 53 - 1,694 - - - - 1,746 - 1,746
Shares issued as consideration for business combination 7 26 - 2,680 (654 ) - - - 2,052 - 2,052
Non-controlling interests on acquisition of subsidiary - - - - - - - - (441 ) (441 )
Dividends paid 16 - - (5,936 ) - - - - (5,936 ) - (5,936 )
Share-based payment expenses 16 - - - - 1,397 - - 1,397 - 1,397
At 31 December 2022 1,402 - 63,349 1,236 3,769 14,752 (15,812 ) 68,697 (269 ) 68,427
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
ABL GROUP ANNUAL REPORT 2022 | 44
Consolidated statement of cash flows
Amounts in USD thousands Notes 2022 2021
Cash flow from operating activities
Profit (loss) before taxes 10,654 6,184
Non-cash adjustment to reconcile profit before tax to cash flow:
Depreciation, amortisation and impairment 11, 13 3,342 3,790
Non-cash employee benefits expense – share-based payments 16 1,396 1,475
Gain on bargain purchase / disposal of subsidiaries 7 (1,889 ) (54 )
Changes in working capital:
Changes in trade and other receivables 12,558 (6,923 )
Changes in trade and other payables (2,853 ) (252 )
Interest costs – net 1,115 488
Income taxes paid (2,894 ) (3,194 )
Net exchange differences (2,144 ) (1,221 )
Cash flow from (used in) operating activities 19,285 293
Cash flow from investing activities
Payments for property, plant and equipment (1,862 ) (534 )
Interest received 81 54
Net cash acquired (paid) on acquisition of subsidiaries (583 ) (554 )
Cash flow from (used in) investing activities (2,364 ) (1,035 )
Cash flow from financing activities
Dividends paid to company’s shareholders 16 (5,936 ) (5,476 )
Principal elements of lease payments (1,765 ) (2,601 )
Proceeds from loans and borrowings 17 5,000 -
Repayment of borrowings 17 (3,333 ) (3,422 )
Proceeds from issuance of shares capital 16 1,746 2,301
Interest paid (650 ) (479 )
Cash flow from (used in) financing activities (4,939 ) (9,677 )
Net change in cash and cash equivalents 11,982 (10,419 )
Cash and cash equivalents at the beginning of the period 19,815 30,642
Effect of movements in exchange rates (823 ) (407 )
Cash and cash equivalents at the end of the period 30,974 19,815
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
ABL GROUP ANNUAL REPORT 2022 | 45
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
Note 1. Corporate information
registered office at Haakon VIIs gate 6, 0161 Oslo . The Company is listed on Oslo Stock Exchange.
The principal activity of the Company and its subsidiaries (collectively the "ABL Group" or the "Group") is to offer adjusting,
employs specialist engineers, naval architects, master mariners, loss adjusters and technical consultants in 63 offices located
For all periods up to and including the year ended 31 December 2022, the consolidated financial statements of the Group are a
continuation of the group values transferred from Weifa ASA in the spin-off of the marine and offshore business wherein all the
shares in subsidiaries were transferred to Aqualis ASA on 24 July 2014. The ownership of the subsidiaries and the related excess
values from the acquisitions are consequently continued in the consolidated financial statements of the Group.
2.1 Basis of preparation
(ii) Historical cost convention
The consolidated financial statements have been prepared on a historical cost basis except as disclosed in the accounting
policies below.
ABL GROUP ANNUAL REPORT 2022 | 46
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
• assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that
• income and expenses for each statement of profit or loss and statement of comprehensive income are translated at
• all resulting exchange differences are recognized in other comprehensive income.
• fair values of the assets transferred
• liabilities incurred to the former owners of the acquired business
• equity interests issued by the group
• fair value of any asset or liability resulting from a contingent consideration arrangement, and
• fair value of any pre-existing equity interest in the subsidiary.
• consideration transferred,
• amount of any non-controlling interest in the acquired entity, and
• acquisition-date fair value of any previous equity interest in the acquired entity
ABL GROUP ANNUAL REPORT 2022 | 47
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
ABL GROUP ANNUAL REPORT 2022 | 48
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
• Fixtures and office equipment: 2 – 5 years
• Vehicles: 5 years
• fixed payments (including in-substance fixed payments), less any lease incentives receivable
• variable lease payment that are based on an index or a rate, initially measured using the index or rate as at the
• amounts expected to be payable by the group under residual value guarantees
• the exercise price of a purchase option if the group is reasonably certain to exercise that option, and
• payments of penalties for terminating the lease, if the lease term reflects the group exercising that option.
• where possible, uses recent third-party financing received by the individual lessee as a starting point, adjusted to reflect
• uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by the Group,
• makes adjustments specific to the lease, e.g., term, country, currency and security.
• the amount of the initial measurement of lease liability
• any lease payments made at or before the commencement date less any lease incentives received
• any initial direct costs, and
• restoration costs.
ABL GROUP ANNUAL REPORT 2022 | 49
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
• Expected to be realized or intended to be sold or consumed in the normal operating cycle.
• Held primarily for the purpose of trading.
• Expected to be realized within twelve months after the reporting period; or
• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months
• It is expected to be settled in the normal operating cycle.
• It is held primarily for the purpose of trading.
• It is due to be settled within twelve months after the reporting period; or
• There is no unconditional right to defer the settlement of the liability for at least twelve months after the
• The Group classifies all other liabilities as non-current.
ABL GROUP ANNUAL REPORT 2022 | 50
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
• including any market performance conditions (e.g., the entity’s share price)
• excluding the impact of any service and non-market performance vesting conditions (e.g. profitability, sales growth
• including the impact of any non-vesting conditions (e.g., the requirement for employees to save or hold shares for
ABL GROUP ANNUAL REPORT 2022 | 51
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
• the profit attributable to owners of the company, excluding any costs of servicing equity other than ordinary shares
• by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in
• the after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and
• the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion
ABL GROUP ANNUAL REPORT 2022 | 52
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
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CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
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CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
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CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
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CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
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CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
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CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
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CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
ABL GROUP ANNUAL REPORT 2022 | 71
PARENT COMPANY FINANCIAL STATEMENTS AND NOTES
72 INCOME STATEMENT
73 BALANCE SHEET
74 STATEMENT OF CASH FLOWS
75 NOTE 1. ACCOUNTING PRINCIPLES
76 NOTE 2. REVENUES
76 NOTE 3. STAFF COSTS
76 NOTE 4. OTHER OPERATING EXPENSES
77 NOTE 5. FINANCIAL ITEMS
77 NOTE 6. TAXES
78 NOTE 7. INVESTMENTS IN SUBSIDIARIES
78 NOTE 8. RELATED PARTY
79 NOTE 9. TRADE AND OTHER RECEIVABLES
79 NOTE 10. CASH AND CASH EQUIVALENTS
80 NOTE 11. SHARE CAPITAL
80 NOTE 12. EQUITY
81 NOTE 13. TRADE AND OTHER PAYABLES
81 NOTE 14. BANK BORROWINGS
81 NOTE 15. PROPERTY, PLANT AND EQUIPMENTS
81 NOTE 16. EVENTS AFTER THE REPORTING PERIOD
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
ABL GROUP ANNUAL REPORT 2022 | 72
Income statement
Amounts in NOK thousands Notes 2022 2021
Revenues 2 13,235 12,335
Total revenue 13,235 12,335
Staff costs 3 (15,041) (11,122)
Other operating expenses 4 (9,978) (10,331)
Depreciation (6) (6)
Operating profit (loss) (EBIT) (11,791) (9,124)
Finance income 5 34,923 35,340
Finance expenses 5 (6,404) (4,109)
Net foreign exchange gain (loss) 5 31,230 9,945
Profit (loss) before income tax 47,958 32,052
Income tax expense 6 (10,065) (6,371)
Profit (loss) after tax 37,893 25,681
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
ABL GROUP ANNUAL REPORT 2022 | 73
Balance Sheet
Amounts in NOK thousands Notes 31 December 2022 31 December 2021
ASSETS
Non-current assets
Property, plant and equipments 15 15 22
Investment in subsidiaries 7 257,132 232,402
Non-current portion of receivables 8 423,427 329,424
Total non-current assets 680,574 561,847
Current assets
Trade and other receivables 9 33,718 26,944
Cash and cash equivalents 10 32,601 5,869
Total current assets 66,319 32,813
Total assets 746,893 594,660
EQUITY AND LIABILITIES
Equity
Share capital 11, 12 10,477 9,692
Consideration shares 12 9,892 16,396
Other paid-up capital 12 504,528 454,805
Total equity 524,897 480,894
Non-current liabilities
Deferred tax liabilities 6 9,688 6,803
Bank borrowings 14 - 28,593
Total non-current liabilities 9,688 35,396
Amounts in NOK thousands Notes 31 December 2022 31 December 2021
Current liabilities
Trade and other payables 13 84,243 6,888
Bank borrowings 14 128,065 71,482
Total current liabilities 212,308 78,370
Total liabilities 221,996 113,766
Total equity and liabilities 746,893 594,660
Oslo, 26 April 2023
Glen Rødland
Chair of the Board
Yvonne L. Sandvold
Board member
Synne Syrrist
Board member
Rune Eng
Board member
David Wells
Board Member
Reuben Segal
CEO
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
ABL GROUP ANNUAL REPORT 2022 | 74
Statement of Cash Flows
Amounts in NOK thousands Notes 2022 2021
Cash flow from operating activities
Profit (loss) before income tax 47,958 32,052
Non-cash adjustment to reconcile profit before tax to cash flow:
Depreciation 6 6
Dividend income (1,962) (1,704)
Reversal of impairment - (1,528)
Changes in working capital:
Changes in trade and other receivables 22,518 (13,883)
Changes in trade and other payables 70,175 (11,698)
Interest expenses 6,404 4,108
Cash flow from (used in) operating activities 145,099 7,353
Cash flow from investing activities
Repayments of loans by group companies (94,003) 30,554
Investment in subsidiary 7 (4,730) (5,629)
Dividend received from subsidiary 1,962 1,704
Cash flow from (used in) investing activities (96,771) 26,629
Cash flow from financing activities
Proceeds from issuance of shares (net of transaction costs) 12 17,326 17,808
Repayments of bank borrowings 27,991 (24,815)
Dividends paid (60,508) (48,211)
Interest paid (6,404) (4,108)
Cash flow used in from (used in) financing activities (21,596) (59,326)
Net change in cash and cash equivalents 26,732 (25,344)
Cash and cash equivalents at beginning of year 5,869 31,213
Cash and cash equivalents at end of year 32,601 5,869
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
ABL GROUP ANNUAL REPORT 2022 | 75
Note 1. Accounting principles
ABL Group ASA (“the Company”) is a limited liability company incorporated on 13 June 2014 and domiciled in Norway with
its registered office at Haakon VIIs gate 6, 0161, Oslo, Norway. The Company is listed on Oslo Stock Exchange.
The Company is principally an investment holding company. Its other activities include provision of management services
to related companies.
The principal activities of the subsidiaries are disclosed in Note 26 to the ABL Group’s consolidated financial statements.
The financial statements have been prepared in accordance with the Norwegian Accounting Act and generally accepted
accounting principles in Norway.
Foreign currency translation
Transactions in foreign currency are translated at the rate applicable on the transaction date. Monetary items in a foreign
currency are translated into Norwegian Krone (“NOK”) using the exchange rate applicable on the balance sheet date.
Non-monetary items that are measured at their historical price expressed in a foreign currency are translated into NOK
using the exchange rate applicable on the transaction date. Non-monetary items that are measured at their fair value
expressed in a foreign currency are translated at the exchange rate applicable on the balance sheet date. Changes to
exchange rates are recognized in the income statement as they occur during the accounting period.
Income tax
The tax expense consists of the tax payable and changes to deferred tax. Deferred tax/tax assets are calculated on all
differences between the book value and tax value of assets and liabilities. Deferred tax is calculated at applicable rate of
temporary differences and the tax effect of tax losses carried forward. Deferred tax assets are recorded in the balance
sheet when it is more likely than not that the tax assets will be utilized. Taxes payable and deferred taxes are recognized
directly in equity to the extent that they relate to equity transactions.
Revenue recognition
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Group and the revenue
can be reliably measured, regardless of when the payment is being made. Revenue is measured at the fair value of the
consideration received or receivable, considering contractually defined terms of payment and excluding taxes or duty.
Borrowings
Borrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are subsequently measured
at amortized cost. Any difference between the proceeds (net of arrangement fees) and the redemption amount is
recognized in profit or loss over the period of the borrowings using the effective interest method.
Contingent consideration
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability is
subsequently remeasured to fair value, with changes in fair value recognized in income statement.
Property, plant and equipment
Property, plant and equipment are stated at historical cost less accumulated depreciation and accumulated impairment
losses. Historical cost includes expenditure that is directly attributable to the acquisition of the asset.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the
item can be measured reliably. All other repairs and maintenance expenses are charged to the income statement in the
period in which they are incurred.
Depreciation is calculated using the straight-line method to allocate the assets’ cost to their residual values over their
estimated useful lives as follows:
• Office equipment: 5 years
The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect of any
changes in estimate accounted for on a prospective basis.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater
than its estimated recoverable amount.
An item of property, plant and equipment is derecognized upon disposal (i.e., at the date the recipient obtains control)
or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the
asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included
in the income statement when the asset is derecognized.
Balance sheet classification
Current assets and short term liabilities consist of receivables and payables due within one year, and items related to the
normal operating cycle. Other balance sheet items are classified as non-current.
Current assets are valued at the lower of cost and fair value. Short term liabilities are recognized at nominal value.
NOTES TO THE FINANCIAL STATEMENTS
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
ABL GROUP ANNUAL REPORT 2022 | 76
Investment in subsidiaries
Investment in subsidiaries is valued at cost of the shares in the subsidiary less any impairment losses. An impairment
loss is recognized if the impairment is not considered temporary. Impairment losses are reversed if the reason for the
impairment loss disappears in a later period.
Dividends, group contributions and other distributions from subsidiaries are recognized in the same year as they are
recognized in the financial statement of the provider. If dividends / group contribution exceeds withheld profits after the
acquisition date, the excess amount represents repayment of invested capital, and the distribution will be deducted from
the carrying value of the investment.
Other receivables
Other current receivables are recorded in the balance sheet at nominal value less provisions for doubtful accounts.
Provisions for doubtful accounts are based on an individual assessment of the receivables.
Cash flow statement
The cash flow statement is presented using the indirect method. Cash and cash equivalents include cash, bank deposits
and other short term, highly liquid investments with maturities of three months or less. Deposits held by the bank against
guarantees provided to the customers are classified and accounted for in other current assets.
Note 2. Revenues
Amounts in NOK thousands 2022 2021
Corporate group management fees 13,235 12,335
Total 13,235 12,335
Note 3. Staff costs
Amounts in NOK thousands 2022 2021
Salaries 11,285 8,842
Payroll and social security 2,769 2,192
Other personnel costs 987 88
Total 15,041 11,122
At 31 December 2022 the Company had 6 employees (2021: 5 employees). Salaries includes compensation to the
board members. ABL Group ASA meets the Norwegian requirements for mandatory occupational pension ("obligatorisk
tjenestepensjon"). Please refer to note 21 and 22 in ABL Group consolidated financial statements for further information
regarding the remuneration to board members and executive management.
Note 4. Other operating expenses
Amounts in NOK thousands 2022 2021
Professional fees 3,885 4,486
Share of central costs - 520
Office rental cost 1,202 603
Other costs 4,891 4,721
Total other operating expenses 9,978 10,331
Remuneration to the Auditors
1
Amounts in NOK thousands 2022 2021
Audit 2,512 1,117
Other assurance services 137 528
Other services 10 -
Total 2,659 1,645
All fees are exclusive of VAT.
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
ABL GROUP ANNUAL REPORT 2022 | 77
Note 5. Financial items
Amounts in NOK thousands 2022 2021
Finance income
Interest income on loans to related parties 32,575 32,107
Interest income from bank deposits 386 1
Dividend from subsidiaries 1,962 1,704
Reversal of write down on long-term financial assets - 1,528
Total 34,923 35,340
Finance expenses
Interest expenses 6,404 4,108
Other finance expenses - 1
Total 6,404 4,109
Net foreign exchange gain (loss)
Net foreign exchange gain (loss) 31,230 9,945
Total net foreign exchange gain (loss) 31,230 9,945
Net foreign exchange gain includes unrealised foreign currency effect related to bank accounts other than NOK and
unrealised foreign currency gain on long term loans to subsidiaries in the Company.
Loans to subsidiaries have been assessed to be a part of the net investments in the subsidiaries as these are long term in
nature and settlement is neighter planned nor likely in the foreseeable future. These are eliminated upon consolidation and
exchange differences arising from the translation are recognised in other comprehensive income. Refer to note 8 in ABL
Group consolidated financial statements for further information.
Note 6. Taxes
Amounts in NOK thousands 31 December 2022 31 December 2021
Income tax expense recognised in profit or loss
Tax payable 7,180 -
Deferred tax expense 2,884 6,371
Total income tax expense (income) 10,065 6,371
Tax base calculation
Profit before income tax 47,958 32,052
Permanent differences (2,209) (4,580)
Changes in temporary differences (12,411) (16,849)
Intra-group contribution (32,638) -
Allocation of loss brought forward (700) (10,623)
Total tax base - -
Temporary differences
Short term receivables (11,762) (3,566)
Long term receivables in foreign currency 69,400 35,189
Provisions (13,601) -
Property, plant and equipment (1) 1
Total 44,036 31,624
Accumulated losses carried forward - (700)
Base for deferred tax liability 44,036 30,924
Deferred tax liabilities 9,688 6,803
Total deferred tax liabilities 9,688 6,803
Norway corporation tax rate for 2022 was 22% (2021: 22%). For 2022, there is no change in corporation tax rate.
Deferred tax liability as of 31 December 2022 has been calculated based on this rate.
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
ABL GROUP ANNUAL REPORT 2022 | 78
Reconciliation of the effective tax rate:
Amounts in NOK thousands 2022 2021
Profit (loss) before income tax 47,958 32,052
Income tax using the Company's domestic tax rate of 22% (2019 - 22%) 10,551 7,051
Effect of permanent difference (486) (1,008)
Effect of changes in tax rate - -
Income tax (income) expense recognised in profit or loss 10,065 6,044
Effective tax rate 21.0% 18.9%
Note 7. Investments in subsidiaries
The subsidiaries directly owned by the Company at 31 December 2022 are set out below. Unless otherwise indicated, all
shareholdings owned by the Company represent 100% of the issued share capital of the subsidiary and the share capital is
comprised of ordinary shares. Figures presented below in functional currency thousands.
Name of subsidiaries
Registered
office
Functional
currency Share capital
Equity as of
31.12.2022
Net profit for
the year
Net carrying value
NOK '000
ABL Group Holding Ltd UK GBP 4,462 21 (1,726) 118,678
Offshore Wind Consultants Limited
(OWC)
UK GBP 0.1 1,036 414 8,668
ABL Technical Services Holdings Ltd UK GBP - 9,510 (146) 60,720
Neptune Midco 1 Limited (LOC Group) UK GBP 42,641 31,182 5,555 23,475
East Point Geo Ltd (EPG) UK GBP - 571 108 11,109
Add Energy Group AS Norway NOK 91,126 21,698 (2,112) 34,482
Total 257,132
On 11 July 2022, the Company acquired 100% of the shares in energy and engineering consultancy Add Energy.
The acquisition broadens ABL Group´s service offering adding 140 skilled consultants to the group´s global team. It will allow
ABL Group to expand its service offering in asset integrity management and OPEX services within both offshore renewables
and oil and gas. The purchase is settled trough a minor cash consideration to Add Energy´s shareholders. ABL Group also
entered into an agreement to acquire all interest- bearing debt in Add Energy through consideration of NOK 20 million in ABL
Group ASA shares issued to Add Energy´s main lender.
Note 8. Related party
For the purposes of the Company's financial statements, parties are considered to be related to the Company if the
Company has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making
financial and operating decisions, or vice versa, or where the Company and the party are subject to common control or
common significant influence. Related parties may be individuals or other entities.
In addition to the related party information disclosed elsewhere in the group consolidated financial statements, the
Company's balances with the related parties included in the balance sheet are as follows:
Amounts in NOK thousands 31 December 2022 31 December 2021
Loans to group companies
Neptune Midco 1 Limited (LOC Group) 334,294 277,111
ABL Group Holding Limited - 18,661
Aqualis Offshore UK Limited 12,854 10,779
ABL Technical Services Holdings Ltd - 2,666
ABL USA Inc. 10,858 9,107
Aqualis Offshore Serviços Ltda 3,511 2,944
OWC Japan Ltd. 2,007 2,948
ABL Group Korea Ltd 1,617 1,355
ABL Norway AS 2,750 2,296
London Offshore Consultants (Mexico) SA de CV 1,188 994
OWC (Aqualis) GmbH 672 563
Offshore Wind Consultants Ireland Ltd 1,284 -
Add Energy Group AS 52,393 -
Total 423,427 329,424
Non-current portion 423,427 329,424
Current portion - -
Total 423,427 329,424
The loans to Group companies carry an annual interest rate of 10%. Loans to subsidiaries have a long term perspective and
does not have a specific repayment date.
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
ABL GROUP ANNUAL REPORT 2022 | 79
Amounts in NOK thousands 31 December 2022 31 December 2021
Due from related parties
ABL Group Holding Limited - 23,495
Total - 23,495
Due to related parties
ABL Technical Services Holdings Limited 4,307 -
ABL Group Holding Limited 18,702 -
Neptune Midco 1 Limited (LOC Group) 9,120 -
Add Energy Group AS 32,638 -
Total 64,768 -
Amount due from and due to group companies are unsecured, non-interest bearing and are repayable on demand and are
included in trade and other receivables (note 9) and trade and other payables respectively (note 13).
Transactions with related parties are made at terms agreed between the parties. For the year ended 31 December 2022,
transactions with related parties included in profit and loss are as follows:
Amounts in NOK thousands 2022 2021
Corporate group management services (note 2) 13,235 12,335
Interest income on loans (note 5) 32,575 32,107
Share of central costs (note 4) - 520
Note 9. Trade and other receivables
Amounts in NOK thousands 31 December 2022 31 December 2021
Due from related parties (note 8) - 23,495
Other receivables 33,718 3,449
Total 33,718 26,944
Other receivables are non-interest bearing and are generally on terms of 30 to 45 days.
Note 10. Cash and cash equivalents
Amounts in NOK thousands 31 December 2022 31 December 2021
Cash and bank balances 32,601 5,869
Total 32,601 5,869
Amounts in thousands 31 December 2021 31 December 2020
Distributed in following currencies: Currency NOK Currency NOK
US Dollars 2,824 27,841 219 1,935
Norwegian Krone 3,903 3,903 3,001 3,001
Euro 82 857 93 933
Total 32,601 5,869
The Company has restricted cash at banks of NOK 566 thousand at 31 December 2022 (2021: NOK 487 thousand).
These are subject to regulatory restrictions and are therefore not available for general use by the other entities within
the group.
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ABL GROUP ANNUAL REPORT 2022 | 80
Note 11. Share capital
Amounts in NOK thousands Number of shares Share capital
At 1 January 2021 92,547,583 9,255
Cash-settled capital increase (net of transaction costs) 4,375,000 438
At 31 December 2021 96,922,583 9,692
At 1 January 2022 96,922,583 9,692
Cash-settled capital increase (net of transaction costs) 7,847,279 785
At 31 December 2022 104,769,862 10,477
Each share has a par value of NOK 0.10 per share.
Share-based payments
The company has established share option plan that entitle employees to purchase share in the company. Under these plan,
holders of vested options are entitled to purchase shares at the market price of the shares at grant date. Each employee
share option converts into one ordinary share of the Company on exercise. No amounts are paid or payable by the recipient
on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any
time from the date of vesting to the date of their expiry. Refer note 16 in ABL Group consolidated financial statements for
more information.
Refer to note 27 in ABL Group consolidated financial statements for further information regarding the company’s largest
shareholders.
Note 12. Equity
Amounts in NOK thousands
Share
capital
Treasury
shares
Consideration
shares
Other paid-up
capital Total equity
At 1 January 2021 9,255 (372) 12,769 448,950 470,602
Cash-settled capital increase (net of transaction costs) 338 - - 17,371 17,708
Shares isssued as consideration for business combination 100 - - 10,620 10,720
Shares to be issued as part of the consideration on a
acquisition of subsidiary
- - 3,626 - 3,626
Employee share program issue - 372 - 396 768
Dividends - (48,211) (48,211)
Profit after taxes - - - 25,681 25,681
At 31 December 2021 9,692 - 16,396 454,807 480,894
At 1 January 2022 9,692 - 16,396 454,807 480,894
Cash settled capital increase (net of transaction costs) 100 - (6,503) 6,503 100
Shares issued as consideration for business combination 158 - - 19,842 20,000
Employee share program issue 527 - 45,991 46,518
Dividends - (60,508) (60,508)
Profit after taxes - - - 37,893 37,893
At 31 December 2022 10,477 - 9,892 504,528 524,897
Total dividend paid in 2022 was NOK 0.60 per share. For tax purposes, the distribution of dividend was considered
repayment of paid in capital. ABL Group has implemented a semi-annual dividend schedule.
The Company incurred NOK 254 thousands (2021: NOK 2,879 thousands) in transaction costs that were directly attributable
to the issuance of shares.
Refer to notes 7 and 16 in ABL Group consolidated financial statements for further information regarding the issurance of
new shares on acquisition.
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
ABL GROUP ANNUAL REPORT 2022 | 81
Note 13. Trade and other payables
Amounts in NOK thousands 31 December 2022 31 December 2021
Trade payables 258 2,014
Due to related parties (note 8) 64,768 -
Accruals and other payables 19,217 4,874
Total 84,243 6,888
Trade payables are non- interest bearing and are normally settled on 30 days term.
Note 14. Bank Borrowings
Amounts in NOK thousands 31 December 2022 31 December 2021
Current Non-current Current Non-current
Bank loans 128,065 - 71,482 28,593
Total 128,065 - 71,482 28,593
To finance the acquisition of Add Energy (refer to note 7), in August 2022 and by amending the Original Facilities Agreement,
the company obtained an additional term loan of USD 5 million which is repayable in December 2023.
The Original Facilities Agreement consisted of two parts, (i) a term loan of USD 10 million, and (ii) a revolving credit facility
of USD 5 million to be renewed annually, both with a maturity of three years and with the following financial covenants:
• Minimum EBITDA of USD 7 million on a rolling 12-month basis; and
• NIBD (Net Interest Bearing Debt) < 0 at all times.
Financial covenants were measured first time with respect to the financial quarter ending 30 June 2021, and thereafter
on the last day of each financial quarter.
The interest on above loans is the relevant LIBOR (1, 3 or 6 months at the borrower’s discretion) plus a margin of 320 basis
points. The term loan is to be repaid through 12 equal instalments on the last day of each financial quarter, the first time on
31 March 2021. For the majority of the borrowings, the fair values are not materially different from their carrying amounts,
since the interest payable on those borrowings is either close to current market rates or the borrowings are of a short-term
nature. The company incurred total interest cost of NOK 6.4 million (2021: NOK 4.1 million) on above loans. These costs have
been included in finance expenses in the income statement.
The Group’s obligations under the Original Facilities Agreement are guaranteed by the Company and certain material
group companies.
Note 15. Property, plant and equipments
Amounts in NOK thousands Office equipment Total
Cost
As at 1 January 2022 32 32
Additions - -
As at 31 December 2022 32 32
Depreciation
As at 1 January 2022 10 10
Depreciation charge for the year 6 6
As at 31 December 2022 17 17
Net book value at 31 December 2022 15 15
Useful life 5 years
Depreciation method Straight line
Note 16. Events after the reporting period
Subsequent to balance sheet date, on 18 April 2023, the Company has completed the acquisition of 100 percent of the
shares in multi-disciplinary engineering consultancy and software company AGR AS (“AGR”). The acquisition will bolster ABL
Group’s offering within well and reservoir consultancy, enhances the group’s position supporting operators’ digitalisation
and decarbonisation plans, and expand its opex-driven offshore energy exposure. The company is headquartered in Oslo,
Norway, with additional offices in Stavanger, Bergen and Tromsø in Norway; Perth, Western Australia; and Aberdeen,
UK. AGR consists of 377 personnel, of which 196 are AGR employees, and 181 are associates/independent consultants.
The transaction values AGR at NOK 262.5 million (equivalent to USD 25.1 million at current FX rates) on a cash and debt
free basis. The equity purchase price of NOK 277.8 million (USD 26.5 million), which includes a NOK 15.3 million (USD 1.5
million) adjustment for net cash and normalised net working capital in AGR, is based on a “locked box” balance sheet as of
31 December 2022, and further adjusted for leakage inter alia from carve-out transactions and excess cash distribution.
• NOK 272.5 million settled through issuance of 18,166,667 ordinary ABL Group shares (the “Consideration Shares”)
at a subscription price of NOK 15 per ABL Group share, representing 14.8% of outstanding shares post-issue; and
• NOK 5.3 million (the “Cash Consideration”), settled in cash on completion
Refer to note 28 in ABL Group consolidated financial statements for further information.
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
ABL GROUP ANNUAL REPORT 2022 | 82
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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. 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.
The Group’s business operations, which continue to evolve due to ongoing improvement projects, are
largely the same as last year. Impairment assessment of goodwill carries the same characteristics and
risks as in the prior year, and therefore continues to be an area of focus this year.
Key Audit Matters
How our audit addressed the Key Audit Matter
Impairment assessment of goodwill
The carrying value of goodwill amounted to
USD 24,077 thousand
on 31 December 2022,
which is about 19% of total assets. Goodwill
is
tested for impairment annually, or when there
are indicators of impairment. An impairment test
of goodwill was performed at
year end 2022.
No
impairment charge
was recognised based on
the impairment test
.
We focused on
impairment assessment of
goodwill because it requires application of
significant management judgement
, specifically
as it relates to estimating future cash flow
s and
the discount rate.
Furthermore, a potential
impairment loss may have material impact on
the carrying value of the Group’s assets.
See note 13 (Intangible assets)
to the
consolidated financial statement
s where
management explains
the impairment model
and key assumptions
applied.
We evaluated and challenged management’s
impairment model. We corroborated the elements
in the model to the requirements in IFRS and
found no material inconsistencies.
We also
tested
the mathematical a
ccuracy of the impairment
model.
We challenged management’s use of
assumptions in the future cash flow estimate
s.
We found that future cash flow estimates were
based on budgets approved by the Board of
Directors. We tested managements’ budgeting
accuracy by performing look
-back analyses of
budgeted growth rate and EBITDA margin
against actuals. When we found deviations, we
assessed management’s explanations and
corroborated with other evidence available to us.
To challenge the assumptions in the i
mpairment
model, we
also held discussions with
management.
In addition, we assessed the
sensitivity of the assumptions and
found that the
future cash flow estimates were sensitive to the
applied growth rate and EBITDA margin. Based
on our testing and discussions with management,
we found management’s budgeting for the
purpose of this impairment test, to be reliable.
T
o
evaluate the assumptions used to build the
discount rate, we used external market data and
observable data from comparable companies.
We fou
nd the assumptions to be reasonable
based on our knowledge and available evidence.
Finally, we considered disclosures in note 13 to
the consolidated financial statements and found
them appropriate.
AUDITOR'S REPORT
PricewaterhouseCoopers AS, Dronning Eufemias gate 71, Postboks 748 Sentrum, NO-0106 Oslo
T: 02316, org. no.: 987 009 713 MVA, www.pwc.no
Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap
To the General Meeting of ABL Group ASA
Independent Auditor’s Report
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of ABL Group ASA, which comprise:
● the financial statements of the parent company ABL Group ASA (the Company), which
comprise the balance sheet as at 31 December 2022, the income statement and statement of
cash flows for the year then ended, and notes to the financial statements, including a
summary of significant accounting policies, and
● the consolidated financial statements of ABL Group ASA and its subsidiaries (the Group),
which comprise the balance sheet as at 31 December 2022, the statement of income,
statement of other comprehensive income, statement of changes in equity and statement of
cash flows for the year then ended, and notes to the financial statements, including a
summary of significant accounting policies.
In our opinion
● the financial statements comply with applicable statutory requirements,
● the financial statements give a true and fair view of the financial position of the Company as at
31 December 2022, and its financial performance and its cash flows for the year then ended in
accordance with Norwegian Accounting Act and accounting standards and practices generally
accepted in Norway, and
● the consolidated financial statements give a true and fair view of the financial position of the
Group as at 31 December 2022, and its financial performance and its cash flows for the year
then ended in accordance with International Financial Reporting Standards as adopted by the
EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). 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 are independent of the Company and the
Group as required by relevant laws and regulations in Norway and the International Ethics Standards
Board for Accountants’ International Code of Ethics for Professional Accountants (including
International Independence Standards) (IESBA Code), and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit
Regulation (537/2014) Article 5.1 have been provided.
We have been the auditor of the Company for 6 years from the election by the general meeting of the
shareholders on 15 May 2017 for the accounting year 2017.
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ABL GROUP ANNUAL REPORT 2022 | 83
3 / 5
Other Information
The Board of Directors and the Managing Director (management) are responsible for the information
in the Board of Directors’ report and the other information accompanying the financial statements. The
other information comprises information in the annual report, but does not include the financial
statements and our auditor’s report thereon. Our opinion on the financial statements does not cover
the information in the Board of Directors’ report nor the other information accompanying the financial
statements.
In connection with our audit of the financial statements, our responsibility is to read the Board of
Directors’ report and the other information accompanying the financial statements. The purpose is to
consider if there is material inconsistency between the Board of Directors’ report and the other
information accompanying the financial statements and the financial statements or our knowledge
obtained in the audit, or whether the Board of Directors’ report and the other information
accompanying the financial statements otherwise appear to be materially misstated. We are required
to report if there is a material misstatement in the Board of Directors’ report or the other information
accompanying the financial statements. We have nothing to report in this regard.
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report
● is consistent with the financial statements and
● contains the information required by applicable statutory requirements.
Our opinion on the Board of Director’s report applies correspondingly to the statements on Corporate
Governance and Corporate Social Responsibility.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in
accordance with the Norwegian Accounting Act and accounting standards and practices generally
accepted in Norway, and for the preparation and true and fair view of the consolidated financial
statements of the Group in accordance with International Financial Reporting Standards as adopted
by the EU, and for such internal control as management determines 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, management is responsible for assessing the Company’s and
the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern. The financial statements of the Company use the going concern basis of accounting insofar
as it is not likely that the enterprise will cease operations. The consolidated financial statements of the
Group use the going concern basis of accounting unless management either intends to liquidate the
Group or to cease operations, or has 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 will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of
these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
4 / 5
● identify and assess the risks of material misstatement of the financial statements, whether due
to fraud or error. We design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
● obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's and the Group's internal control.
● evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
● conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company's and the
Group's ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Company and the Group to cease to
continue as a going concern.
● evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions
and events in a manner that achieves a true and fair view.
● obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the group
audit. We remain solely responsible for our audit opinion.
We communicate with the Board of Directors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with the Board of Directors, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest benefits of such communication.
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
ABL GROUP ANNUAL REPORT 2022 | 84
5 / 5
Report on Other Legal and Regulatory Requirements
Report on Compliance with Requirement on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of ABL Group ASA, we have performed an assurance
engagement to obtain reasonable assurance about whether the financial statements included in the
annual report, with the file name ABL-ESEF2022, have been prepared, in all material respects, in
compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815 on the
European Single Electronic Format (ESEF Regulation) and regulation pursuant to Section 5-5 of the
Norwegian Securities Trading Act, which includes requirements related to the preparation of the
annual report in XHTML format, and iXBRL tagging of the consolidated financial statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all
material respects, in compliance with the ESEF regulation.
Management’s Responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF
regulation. This responsibility comprises an adequate process and such internal control as
management determines is necessary.
Auditor’s Responsibilities
For a description of the auditor’s responsibilities when performing an assurance engagement of the
ESEF reporting, see: https://revisorforeningen.no/revisjonsberetninger
Oslo, 26 April 2023
PricewaterhouseCoopers AS
Anders Ellefsen
State Authorised Public Accountant (Norway)
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
ABL GROUP ANNUAL REPORT 2022 | 85
The European Securities and Markets Authority (ESMA) issued
guidelines on Alternative Performance Measures (“APMs”) that
came into force on 3 July 2016. Alternative performance measures
are meant to provide an enhanced insight into the operations,
financing and future prospects of the company. The Company has
defined and explained the purpose of the following APMs:
Adjusted EBITDA
Adjusted EBITDA which excludes depreciation, amortisation and impairments, share of net profit (loss) from associates,
transaction costs related to acquisitions, restructuring and integration costs is a useful measure because it provides useful
information regarding the Company’s ability to fund capital expenditures and provides a helpful measure for comparing its
operating performance with that of other companies. EBITDA may not be comparable to other similarly titled measures from
other companies. A reconciliation between reported operating profit/(loss) and EBITDA is shown below.
Amounts in USD thousands 2022 2021
Operating profit (loss) (EBIT) 12,514 7,375
Depreciation, amortisation and impairment 3,342 3,790
Restructuring and integration costs 189 362
Other special items (incl. share-based expenses) 1,773 1,475
Transaction costs related to M&A 357 76
Adjusted EBITDA
18,175 13,078
Adjusted EBIT
Adjusted EBIT which excludes amortisation and impairments, share of net profit (loss) from associates, transaction costs
related to acquisitions, restructuring and integration costs is a useful measure because it provides an indication of the
profitability of the Company’s operating activities for the period without regard to significant events and/ or decisions in the
period that are expected to occur less frequently.
ALTERNATIVE PERFORMANCE MEASURES (APM)
A reconciliation between reported operating profit/(loss) and EBIT adjusted is shown below.
Amounts in USD thousands 2022 2021
Operating profit (loss) (EBIT) 12,514 7,375
Amortisation and impairment 430 356
Restructuring and integration costs 189 362
Other special items (incl. share-based expenses) 1,773 1,475
Transaction costs related to M&A 357 76
Adjusted EBIT
15,262 9,645
Adjusted profit (loss) after taxes
Adjusted profit (loss) after taxes which excludes amortisation and impairments, share of net profit (loss) from associates,
transaction costs related to acquisitions, restructuring and integration costs and certain finance income is a useful measure
because it provides an indication of the profitability of the Company’s operating activities for the period without regard
to significant events and/or decisions in the period that are expected to occur less frequently. A reconciliation between
adjusted profit (loss) after taxes and profit (loss) after taxes is shown below.
Amounts in USD thousands 2022 2021
Profit (loss) after taxes 6,253 3,218
Amortisation and impairment 430 356
Restructuring and integration costs 189 362
Other special items (incl. share-based expenses) 1,773 1,475
Transaction costs related to M&A 357 76
Gain on bargain purchase / disposal of subsidiaries (1,889) (54)
Adjusted profit (loss) after taxes
7,113 5,435
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
ABL GROUP ANNUAL REPORT 2022 | 86
Return on equity (ROE)
ROE is calculated as the adjusted profit (loss) for the period attributable to equity holders of the parent, divided by average
total equity for the period. The adjusted profit (loss) is annualised for interim period reporting. This measure indicates the
return generated by the management of the business based on the total equity. The calculation of ROE is shown below.
Amounts in USD thousands 2022 2021
Adjusted profit (loss) after taxes 7,113 5,435
Average total equity 67,646 66,092
ROE
10.5% 8.2%
Return on capital employed (ROCE)
ROCE is calculated as the adjusted EBIT for the period, divided by average capital employed for the period. Capital employed
is defined as total assets less non-interest bearing current liabilities. The adjusted EBIT is annualised for interim period
reporting. This measure indicates the return generated by the management of the business based on the capital employed.
The calculation of ROCE is shown below.
Amounts in USD thousands 2022 2021
Adjusted EBIT 15,262 9,645
Total assets 126,928 115,090
Less: Non-interest bearing current liabilities (27,863) (25,814)
Capital employed 99,065 89,276
Average capital employed 94,170 90,200
ROCE 16.2% 10.7%
Order backlog
Order backlog is defined as the aggregate value of future work on signed customer contracts or letters of award. ABL’s
services are shifting towards “call-out contracts” which are driven by day-to-day operational requirements. An estimate for
backlog on “call-out contracts” are only included in the order backlog when reliable estimates are available. Management
believes that the order backlog is a useful measure in that it provides an indication of the amount of customer backlog and
committed activity in the coming periods.
Working capital and working capital ratio
Working capital is a measure of the current capital tied up in operations. The amount of working capital will normally be
dependent on the revenues earned over the past quarters. Working capital includes trade receivables, contact assets and
other current assets, trade payables, current tax payable, contract liabilities and other current liabilities. Working capital may
not be comparable to other similarly titled measures from other companies. Working capital ratio provides an indication of
the working capital tied up relative to the average quarterly revenue over the past two quarters.
Amounts in USD thousands 31 December 2022 31 December 2021
Working capital
Trade and other receivables 41,400 43,235
Contract assets 13,394 18,101
Trade and other payables (25,890) (24,467)
Contract liabilities (1,535) (949)
Income tax payable (439) (398)
Net working capital
26,931 35,523
Average revenue for last 2 quarters 43,444 37,892
Working capital ratio
62% 94%
CONTENTS | ABL GROUP | FROM THE BOARDROOM | FINANCIAL STATEMENTS | AUDITOR’S REPORT | APM
