Preliminary Daily Agenda  

Sunday, 25 October 2009

Monday, 26 October 2009

Session 2: Joint-Venture (JV) Definition and History (Panel Session)
Session Co-Chairpersons/Moderators:
Bill Hughes, Murphy Sarawak Oil Co. Ltd.
Rob Fisher, Consultant

This session will set the stage for the remainder of the workshop.  A diverse panel will present a short history of their relevant experience in joint venture operations followed by a general discussion on best practices.  The discussion will highlight the practices that have proven successful in developing and operating within a joint venture environment. 

Session subtopics will include

• Joint operating companies
• Cultural differences in international JVs
• Communications amongst the partners
• Decision making
• Resolving conflict
• Lessons learned

Session 3: NOC-IOC JV Case Studies
Session Co-Chairpersons/Moderators:
Muhammad Zuharimi Nor, PETRONAS Carigali Sdn. Bhd.
Stephen Pang, Sarawak Shell Bhd.

NOC/IOC partnerships have adapted to global changes with roles shifting between the parties as the global dynamic has fluctuated. In early 2000’s NOCs relied on IOCs for capability, experience, and technology. The increase in available capital as energy prices rose, and the increased NOC technical capability have made NOCs reconsider their relationship with IOCs. However in today’s stressed global economy, NOCs and IOCs are facing another inflection point in their relationships.

This session will, through the examination of case studies, review the drivers for these new relationships.

• NOC as a bridge between the government and IOCs
• Influence of local culture and how this drives business relationships
• Trends in some countries toward extreme nationalism
• How IOCs can add value to the relationship through technology, environmental practices, etc.
• How all parties can best understand how to meet each others’ needs

Session 4: Finance Considerations
Session Co-Chairpersons/Moderators:
Kumar Manish, KPMG Consulting
Bill Armstrong, Pearl Oil (Thailand) Ltd.

Oil majors have traditionally funded upstream development projects on the strength of their balance sheets. Many smaller companies, however, are now actively seeking to raise project funding on a limited recourse basis. In such a scenario, the underlying contract becomes an extremely critical document for lenders’ evaluation of (a) appropriation of cash flow, and (b) project security considerations. This session will review the features of the JV contracts from the lender’s perspective.

• Waterfall provisions in JV agreements
• Assignment of participating interest
• Project security provisions

Tuesday, 27 October 2009

Session 5: IOC-IOC JV Case Studies
Session Co-Chairpersons/Moderators:
Paul Nimmo, Hydra Energy Services Pty. Ltd
Jotaro Tomoeda, Nippon Oil Exploration (M) Sdn. Bhd.  

IOC-IOC partnerships have historically been the basis of the greatest proportion of oil industry joint venture relationships, with the character and style of the typical joint venture evolving with time to cater for the changing dynamic of the industry. Over the years some standardization by AIPN and other industry players has been pursued in the description and mechanics of JV relationships with some success. The unincorporated joint venture has been the most popular model for IOC-IOC business regulation, but it is not the only model.  Various forms of incorporated entities or shareholding structures have been successfully applied, and more recently, less formal alliances have also been used to achieve common goals. With the increasingly active involvement of NOCs and government bodies in the industry, and the rate of change in the global landscape, the IOC-IOC relationship must deal with agendas that are no longer purely technical, financial, or legal. It is therefore opportune to examine the current framework and whether it could or should be improved.

• The IOC-IOC dynamic: how has it changed over time and where is it heading?
• How can the IOC-IOC relationship adapt and cope with the changing socio-economic and political landscape?
• Is the standardization of IOC-IOC joint venture relationships a realistic goal or a pipe-dream?
• What are the critical requirements for a successful IOC-IOC relationship?
• Errors made, lessons learned and prominent success stories from IOC-IOC joint venture relationships

Session 6: Human Relations and Staff Development   
Session Co-Chairpersons/Moderators:
Bill Armstrong, Pearl Oil (Thailand) Ltd.
Stephen Pang, Sarawak Shell Bhd.

This session will review one of the most important aspects of a successful Joint Venture, but one that often receives the least attention. By definition, Joint Ventures bring together people from various backgrounds and corporate cultures, leading to significant challenges in terms of workforce, staffing and inter-company alignment, leadership and organizational engagement. Some, but not all, organizations have recognized the non-traditional skills necessary for success in this environment.

The session subtopics will include:

• Career Development
• Skills and Competencies
• Performance Assessment & Management

Wednesday, 28 October 2009

Session 7:  Joint Operating Companies (JOC) Case Studies
Session Co-Chairpersons/Moderators:
Ikhlas Abdul Rahman, PETRONAS Carigali Sdn Bhd.
Roslan Abu Mansur, PETRONAS Carigali Sdn Bhd.

This session will share experiences in working within a joint operating company (JOC). The JOC is being used increasingly by oil and gas operators world wide, where normally, all partners will second staff to operate the company, providing a framework to fully capitalize on the experiences, technologies, resources, and other expertise of all partners. It also removes one company as the traditional operator, employing its operating culture, philosophy, and practices, and can be seen, especially by NOCs as being more consistent with increasing their own capability and capacity. Nevertheless, JOCs also provide challenges in terms of consolidating a common objective and corporate agenda as different company policies and practices drive their behavior within the venture.

• Capitalizing on all partners’ strengths to maximize the business return
• Managing differences amongst partners in the JOC’s business
• Communications amongst the partners
• Decision making
• Lessons learned           

Coffee Break

Session 8: Legal / Agreement Structuring 
Session Co-Chairpersons/Moderators:
Kumar Manish, KPMG Consulting
Paul McGhee, Gaffney, Cline  & Assocs.

Many JV agreements eventually lead to disputes, sometime with undesirable consequences. Creating a decision-making framework with an appropriate escalation matrix may address many of the potential conflicts before they spiral to a level that leads to the partners commencing arbitration. This session will review some of the successful features that companies have employed in respective JV agreements to tackle joint decision making viz. joint operating company, including having seconded employees with appropriate delegated authority to minimize disputes.

Session subtopics will include:

• Traditional dispute resolution provisions
• Common sources of disagreements
• Suggested structures for future JV agreements

Session 9: Service Provider JV Case Studies
Session Co-Chairpersons/Moderators:
Bill Hughes, Murphy Sarawak Oil Co. Ltd.
Paul McGhee, Gaffney, Cline & Assocs.

This session will review service company case studies of JVs which have provided direct support to oil and gas operations.  The studies will focus on the reason the JV was established, what each participant uniquely brought to the partnership, the benefits to the partners and the oil companies, and the obstacles that were overcome in forming the JV. 

Session subtopics will include:

• Lessons learned
• Interface with the oil industry
• Other opportunities identified

Session 10: Future Trends in JV (Panel Session)
Session Co-Chairpersons/Moderators:
Ikhlas Abdul Rahman, PETRONAS Carigali Sdn. Bhd.
Rob Fisher, Consultant

This final panel session will build on the presentations and discussions from earlier in the workshop.  Industry leaders will provide a perspective based on history and their experiences, but also projecting how today’s energy industry and economic climate, and likely future developments, will shape the future structure and conduct of JVs in the oil and gas sector.  They will speculate on the most significant challenges that participating organizations will face, and suggest the actions that companies should be taking now in order to best prepare them for the most likely future trends and environment.  Participants will be encouraged to challenge the views presented by the panel speakers based on their earlier discussions and learnings.

Thursday, 29 October 2009