Exhibit 10.2

 

EXECUTION VERSION

 

FACILITY AGREEMENT

 

dated 17 February 2012

 

for

 

KOSMOS ENERGY FINANCE INTERNATIONAL
 as Original Borrower

 

with

 

THE COMPANIES LISTED IN APPENDIX 1
  as Original Guarantors

 

and

 

INTERNATIONAL FINANCE CORPORATION
  as a New Lender

 




 

IFC FACILITY AGREEMENT

 




 

Slaughter and May

One Bunhill Row

London

EC1Y 8YY

 

(SRG/PMZH)

510638087

 











 

TABLE OF CONTENTS

 

	
1.
    	
DEFINITIONS AND INTERPRETATION
    	
1
    
	
 
    	
 
    	
 
    
	
2.
    	
IFC FACILITY
    	
4
    
	
 
    	
 
    	
 
    
	
3.
    	
PURPOSE
    	
4
    
	
 
    	
 
    	
 
    
	
4.
    	
UTILISATION
    	
4
    
	
 
    	
 
    	
 
    
	
5.
    	
IFC’S PARTICIPATION
    	
6
    
	
 
    	
 
    	
 
    
	
6.
    	
LETTERS OF CREDIT
    	
6
    
	
 
    	
 
    	
 
    
	
7.
    	
REPAYMENT
    	
6
    
	
 
    	
 
    	
 
    
	
8.
    	
PREPAYMENT AND CANCELLATION
    	
6
    
	
 
    	
 
    	
 
    
	
9.
    	
INTEREST
    	
7
    
	
 
    	
 
    	
 
    
	
10.
    	
PLACE OF PAYMENTS
    	
7
    
	
 
    	
 
    	
 
    
	
11.
    	
FEES
    	
7
    
	
 
    	
 
    	
 
    
	
12.
    	
REPRESENTATIONS AND   WARRANTIES
    	
7
    
	
 
    	
 
    	
 
    
	
13.
    	
COVENANTS
    	
8
    
	
 
    	
 
    	
 
    
	
14.
    	
REMEDIES FOLLOWING DEFAULT   OR EVENT OF DEFAULT
    	
11
    
	
 
    	
 
    	
 
    
	
15.
    	
GUARANTEE
    	
11
    
	
 
    	
 
    	
 
    
	
16.
    	
MISCELLANEOUS
    	
11
    
	
 
    	
 
    	
 
    
	
APPENDIX   1 The Original Guarantors
    	
13
    
	
 
    	
 
    	
 
    
	
APPENDIX   2 Receipt and Request
    	
14
    
	
 
    	
 
    	
 
    
	
APPENDIX   3 Anti-Corruption Guideline for IFC Transactions
    	
17
    
	
 
    	
 
    	
 
    
	
APPENDIX   4 Action Plan
    	
20
    
	
 
    	
 
    	
 
    
	
APPENDIX   5 Form of Annual Monitoring Report
    	
26
    
	
 
    	
 
    	
 
    
	
APPENDIX   6 Form of Revenue Disclosure
    	
57
    


 











 

THIS AGREEMENT is dated 17 February 2012 and made between:

 

(1)           KOSMOS ENERGY FINANCE INTERNATIONAL a company incorporated under the laws of the Cayman Islands with registered number 253656 and having its registered office at P.O. Box 32322, 4th Floor, Century Yard, Cricket Square, Elgin Avenue, George Town, Grand Cayman KYI-1209, Cayman Islands (the “Original Borrower”);

 

(2)           THE ORlGINAL GUARANTORS listed in Appendix 1 as original guarantors (the “Original Guarantors”); and

 

(3)           INTERNATIONAL FINANCE CORPORATION (the “IFC”),

 

WHEREAS:

 

(A)          The parties to this Agreement have entered into a deed of transfer and amendment dated on or about the date of this Agreement with certain other parties pursuant to which, inter alios, certain Lenders under the Facility Agreement (as defined below) have agreed to transfer Loans and Available Commitments, rights and obligations to IFC and the accession of IFC to certain Finance Documents shall occur (the “Deed of Transfer and Amendment”).

 

(B)          The IFC has agreed to provide a secured facility of up to USD 100,000,000 ranking pari passu in all respects with the Non-IFC Facility, on the terms and conditions set out in this Agreement.

 

IT IS AGREED as follows:

 

1.            DEFINITIONS AND INTERPRETATION

 

1.1          Definitions

 

In this Agreement, the following terms have the following meanings:

 

“Annual Monitoring Report” means the annual monitoring report substantially in the form attached as Appendix 5 (Form of Annual Monitoring Report) hereto setting out the specific social, environmental and developmental impact information, as such report may be amended or supplemented from time to time in accordance with this Agreement.

 

“Applicable S&E Law” means all applicable statutes, laws, ordinances, rules and regulations of the countries where the Borrower operates its assets, including, without limitation, licenses, permits or other governmental Authorisations setting standards concerning environmental, social, labor, health and safety or security risks of the type contemplated by the Performance Standards or imposing liability for the breach thereof.

 

“Available IFC Commitment” means, at any time, the IFC Facility Commitment which may be drawn down under the IFC Facility as determined in accordance with Clause 3.2 (Total Available Facility Amount) of the Facility Agreement.

 

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“Coercive Practice” means the impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party.

 

“Collusive Practice” means an arrangement between two or more parties designed to achieve an improper purpose, including to influence improperly the actions of another party.

 

“Corrupt Practice” the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another party.

 

“Effective Date” means the date falling on the later of:

 

(a)           4 Business Days after the date on which IFC confirms to the Original Borrower and the Facility Agent that all fees due and payable to IFC pursuant to a fee letter between the Original Borrower and IFC and dated 17 February 2012 have been paid in full; and

 

(b)           5 Business Days after the date of the IFC Facility Agreement,

 

provided that such date shall coincide wherever possible with the last day of the then current Interest Period.

 

“Facility Agreement” means the facility agreement dated 28 March 2011 (as amended pursuant to the Deed of Transfer and Amendment and as amended from time to time) between the Original Borrower, the Original Guarantors, the Mandated Lead Arrangers, the Underwriters, the Original Lenders, the Technical Bank, the Modelling Bank, the Documentation Bank, the Onshore Account Bank, the Offshore Account Bank, the Facility Agent, the Security Agent and the Intercreditor Agent.

 

“Fraudulent Practice” means any action or omission, including misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial benefit or to avoid an obligation.

 

“Financial Year” means each year ending 31 December.

 

“Ghana Project Agreements” means:

 

(i)            the DWT PA and the WCTP PA (and all amendments and supplements thereto);

 

(ii)           the DWT JOA and the WCTP JOA;

 

(iii)          the UUOA;

 

(iv)          each New Project Agreement where the relevant Approved Development or Permitted Acquisition is in Ghana or relates to assets in Ghana; and

 

(v)           any other agreement which the Facility Agent and the Original Borrower agree shall be a Ghana Project Agreement,

 

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as such documents may be updated, amended or replaced from time to time.

 

“Ghana-related Assets” means the Jubilee Field, the Ghana Block Assets and any joint venture, Fields, Project Infrastructure or Petroleum Assets that are located in Ghana.

 

“IFC Utilisation Receipt” means a utilisation receipt under the IFC Facility substantially in the form set out in Part I (Form of IFC Utilisation Receipt) of Appendix 2 of this Agreement.

 

“IFC Utilisation Request” means a utilisation request under the IFC Facility substantially in the form set out in Part II (Form of IFC Utilisation Request) of Appendix 2 of this Agreement.

 

“Independent Expert” means an external, independent expert jointly selected by IFC and the Borrower (each acting reasonably) and appointed by the Borrower.

 

“Obstructive Practice” means either (i) deliberately destroying, falsifying, altering or concealing of evidence material to the investigation or making of false statements to investigators, in order to materially impede a World Bank Group investigation into allegations of a Corrupt Practice, Fraudulent Practice, Coercive Practice or Collusive Practice, and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation, or (ii) acts intended to materially impede the exercise of IFC’s access to contractually required information in connection with a World Bank Group investigation into allegations of a Corrupt Practice, Fraudulent Practice, Coercive Practice or Collusive Practice.

 

“Project” means:

 

(A)          the development, operation and maintenance of the Ghana-related Assets; and

 

(B)          if, but only if, the proceeds of any IFC Loan are applied towards purposes as provided for under Clause 5.1 (Purpose) of the Facility Agreement which do not relate to Ghana-related Assets, the development, operation and maintenance of such assets,

 

and in each case shall include all appraisal, exploration, construction, operations, maintenance and exploitation works and activities in relation thereto, and the treatment, processing, storage, delivery, lifting and sale of Unit Substances therefrom.

 

“Repeating Representations” means the “Repeating Representations” as defined in the Facility Agreement and the representations set out in Clause 12 (Representations and Warranties) of this Agreement.

 

“Sanctionable Practice” any Corrupt Practice, Fraudulent Practice, Coercive Practice, Collusive Practice, or Obstructive Practice, as those terms are defined herein and interpreted in accordance with the Anti-Corruption Guidelines attached to this Schedule as Appendix 3 (Anti-Corruption Guidelines for IFC Transactions).

 

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“Unit Operation” shall have the meaning given to that term in the UUOA.

 

“World Bank” means the International Bank for Reconstruction and Development, an international organization established by Articles of Agreement among its member countries.

 

1.2          Incorporation of defined terms, interpretation and construction

 

(A)          Unless a contrary indication appears herein, a term defined in the Facility Agreement or any other Finance Document has the same meaning in this Agreement.

 

(B)          The principles of construction and interpretation set out under Clause 1.2 (Construction of particular terms) and Clause 1.3 (Interpretation) of the Facility Agreement shall have effect as if set out in this Agreement.

 

(C)          The meaning and interpretation attributed to the terms set out in Appendix 3 (Anti-Corruption Guidelines for IFC Transactions) shall be deemed to apply to those terms as they are used in this Schedule.

 

2.            IFC FACILITY

 

Subject to the terms of this Agreement, IFC shall make available to the Borrower a secured senior term loan facility in an aggregate amount equal to:

 

(A)          on and from the Effective Date until but not including the IFC Facility Automatic Increase Date, the IFC Facility Commitment; and

 

(B)          on and from the IFC Facility Automatic Increase Date, the Final IFC Facility Commitment.

 

3.            PURPOSE

 

The Borrower shall apply all amounts borrowed under the IFC Facility in accordance with Clause 5 (Purpose) of the Facility Agreement, which shall include an amount applied for a purpose which is in respect of Ghana-related Assets.

 

4.            UTILISATION

 

4.1          Utilisation Procedure

 

(A)          Subject to satisfying the conditions set out in Clause 2 (Conditions Precedent) of the Facility Agreement and Clause 4.2 (IFC Utilisation)  of this Agreement, the Borrower may utilise the IFC Facility by delivering an IFC Utilisation Request to the IFC (with a copy to the Facility Agent) and in accordance with and subject to the provisions of Clause 6 (Utilisation) of the Facility Agreement.

 

(B)          The Borrower shall deliver to the IFC, within five (5) Business Days of a Utilisation Date, an IFC Utilisation Receipt.

 

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4.2          IFC Utilisation

 

Each Utilisation shall be made available by IFC in Dollars, for credit directly into the KEG Offshore Proceeds Account provided that the following conditions are met:

 

(A)          the conditions set out under paragraphs (A) and (B) of Clause 2.2 (Conditions to each Utilisation) in the Facility Agreement have been met;

 

(B)          the Borrower has demonstrated:

 

(i)            where it is the operator (and has not been outvoted on any relevant matter concerning the operation of the assets subject to the Ghana Project Agreements) that it has (subject to its express obligations under the relevant Ghana Project Agreements) exercised all rights as it may have to ensure that:

 

(ii)           where it is the operator (and has been outvoted on any relevant matter concerning the operation of the assets subject to the Ghana Project Agreements that it has used reasonable endeavours to ensure that; and

 

(iii)          where it is not the operator, that it has used reasonable endeavours by exercising its rights under the relevant Ghana Project Agreements and/or influencing or procuring the co-operation of the Unit Operator to ensure that,

 

in each case:

 

(iv)          the design, construction, operation, maintenance, management and monitoring of the Project’s sites, plants, equipment, operations and facilities are undertaken in compliance with (i) the Action Plan, (ii) the applicable requirements of the Performance Standards and (iii) the EHS Guidelines;

 

(v)           the continuing implementation and operation of the S&E Management System to assess and manage the social and environmental performance of the Project in a manner consistent with the Performance Standards in all material respects;

 

(vi)          the environmental mitigation and management measures in the Action Plan have been implemented according to the required completion dates contained therein and maintained; and

 

(vii)         all action items in the Action Plan have been completed within the timetabled dates prior to the date of the relevant Utilisation Request;

 

(C)          the proceeds of the Utilisation are used or are to be used for a purpose in accordance with Clause 3 (Purpose).

 

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(D)          the proceeds of the Utilisation are not in reimbursement of, or to be used for, expenditures in the territories of any country which is not a member of the World Bank or for goods produced in or services supplied from any such country; and

 

(E)           the Repeating Representations are, in light of the facts and circumstances then existing, true and correct in all material respects (or, in the case of a Repeating Representation that contains a materiality concept, true and correct in all respects).

 

4.3          Borrower’s Certification

 

The Borrower shall deliver to IFC in each Utilisation Request such evidence of the proposed use of the proceeds of the Utilisation, as IFC may reasonably request.

 

5.            IFC’S PARTICIPATION

 

(A)          If the conditions set out in this Agreement have been met, IFC shall make its participation in the relevant Loan available by the Utilisation Date through its Facility Office in accordance with the terms of this Agreement and the Facility Agreement.

 

(B)          A Business Day for the purposes of Clause 4 (Utilisation) of this Agreement shall mean a day (other than a Saturday or Sunday) when banks are open for business in London, New York and Paris.

 

6.            LETTERS OF CREDIT

 

The IFC Facility may not be utilised by way of the issue of Letters of Credit and under no circumstances will IFC be required to act or be appointed to act as an LC Issuing Bank.

 

7.            REPAYMENT

 

The Borrower shall repay the IFC Loans made under this Agreement subject to and in accordance with the relevant provisions of Clause 9 (Repayment) of the Facility Agreement.

 

8.            PREPAYMENT AND CANCELLATION

 

The provisions of Clause 10 (Prepayment and Cancellation) of the Facility Agreement shall apply in respect of any prepayment or cancellation of the IFC Facility provided that, if requested by IFC, the Borrower delivers to IFC, prior to the date of any such prepayment or cancellation, evidence in form and substance satisfactory to IFC that all necessary Authorisations with respect to the prepayment have been obtained.

 

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9.            INTEREST

 

The rate of interest, including calculation, margin and default interest, on each IFC Loan made under this Agreement shall be determined and shall be payable by the Borrower in accordance with Clause 11 (Interest) of the Facility Agreement.

 

10.          PLACE OF PAYMENTS

 

10.1        Accounts

 

(A)          All payments of principal, interest, fees, and any other amount due to IFC from the Borrower under this Agreement or any other Finance Document shall be made directly by the Borrower to IFC in Dollars, in same day funds, and must be received in the account of IFC at Citibank, N.A. New York, 111 Wall Street, New York N.Y. 10043, USA (in favour of International Finance Corp) for credit to IFC’s account number 36085579 (Swift Number: CITIUS 33, ABA Number: 021000089, Loan Reference: PRJ-31179-GHA), or at such other bank or account in New York as IFC from time to time designates.  Payments must be received in IFC’s designated account by no later than 1:00 p.m. New York time on the date when such payment is due.

 

(B)          The Borrower hereby irrevocably agrees that IFC may deem any payment, or part thereof, that is received after the time specified in Clause 10.1(A) of this Agreement as made on the following Business Day and accordingly Default Interest will accrue on any such payment, or part thereof.

 

10.2        Direct Payments

 

The Borrower will make payments of all amounts due to IFC under the Finance Documents directly to the account number specified in Clause 10.1 (Accounts) of this Agreement, without requiring payment through the offices of the Facility Agent.

 

10.3        Allocation of Partial Payments

 

If at any time IFC receives less than the full amount then due and payable to it under the Facility Agreement, IFC may allocate and apply the amount received in any way or manner and for such purpose or purposes under the Facility Agreement as IFC in its sole discretion determines, notwithstanding any instruction that the Borrower may give to the contrary.

 

11.          FEES

 

The Borrower shall pay to IFC directly for its own account a commitment fee computed in accordance with Clause 14.1 (Commitment fee) of the Facility Agreement.

 

12.          REPRESENTATIONS AND WARRANTIES

 

The Borrower makes the representations and warranties set out in Clauses 12.1 (Sanctionable Practices), 12.2 (Environmental Matters) and 12.3 (Ghana-related

 

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Assets)  of this Agreement  to IFC as at the date of this Agreement and acknowledges that IFC has entered into the Finance Documents pursuant to the Deed of Transfer and Amendment and this Agreement in full reliance on these representations and warranties.

 

12.1        Sanctionable Practices

 

Neither the Borrower nor any Affiliates, nor any person authorised to act (expressly or implicitly) on its or their behalf, has committed or engaged in, with respect to the Project or any transaction contemplated by this Agreement, any Sanctionable Practice.

 

12.2        Environmental Matters

 

(A)          To the best of its knowledge and belief, after due inquiry, there are no social or environmental risks or issues in relation to the Project other than those identified by the ESRS that could reasonably be expected to have a material adverse effect or a material adverse impact on the implementation or operation of the Project in accordance with the Performance Standards and the EHS Guidelines.

 

(B)          It has not received nor is aware of either:

 

(i)            any existing or threatened complaint, order, directive, claim, citation or notice from any Authority of the countries where the Borrower operates its assets; or

 

(ii)           any material written communication from any person concerning the Project’s failure to comply with any matter covered by the Performance Standards which failure has, or could reasonably be expected to have, a material adverse effect or a material adverse impact on the implementation or operation of the Project in accordance with the Performance Standards.

 

12.3        Ghana-related Assets

 

A sum equal to at least the sum of all amounts drawn down under the IFC Facility shall be applied for purposes in respect of Ghana-related Assets under the Facility.

 

12.4        Repetition

 

The Repeating Representations shall be repeated in accordance with the terms of the Facility Agreement.

 

13.          COVENANTS

 

13.1        Sanctionable Practices

 

(A)  The Borrower shall not engage in (and shall not authorise or permit any Affiliate or any other person authorised to act (expressly or implicitly) on its behalf to

 

8












 

engage in) with respect to the Project or any transaction contemplated by this Schedule, any Sanctionable Practice.

 

(B)          The Borrower covenants that should IFC notify the Borrower of its concerns that there has been a violation of the provisions of this paragraph or paragraph (A) above, it shall cooperate in good faith with IFC and its representatives in determining whether such a violation has occurred, and shall respond promptly and in reasonable detail to any notice from IFC, and shall furnish documentary support for such response upon IFC’s request.

 

13.2        Environmental Matters

 

(A)          Unless the Parties otherwise agree, the Borrower shall:

 

(i)            where it is the operator (and has not been outvoted on any relevant matter concerning the operation of the assets subject to the Ghana Project Agreements), exercise (subject to its express obligations under the relevant Ghana Project Agreements) all rights as it may have to ensure that;

 

(ii)           where it is the operator (and has been outvoted on any relevant matter concerning the operation of the assets subject to the Ghana Project Agreements), use reasonable endeavours to ensure that; and

 

(iii)          where it is not the operator, use reasonable endeavours by exercising its rights under the relevant Ghana Project Agreements and/or influencing or procuring the co-operation of the Unit Operator to ensure that,

 

in each case:

 

(iv)          the design, construction, operation, maintenance, management and monitoring of the Project’s sites, plants, equipment, operations and facilities are undertaken in compliance with (i) the Action Plan, and (ii) the applicable requirements of the Performance Standards and (iii) the EHS Guidelines;

 

(v)           the continuing implementation and operation of the S&E Management System to assess and manage the social and environmental performance of the Project is achieved in a manner consistent with the Performance Standards in all material respects; and

 

(vi)          the environmental mitigation and management measures specified in the Action Plan are implemented and maintained.

 

(B)          Unless the Parties otherwise agree, the Borrower shall:

 

(i)            not vote or otherwise seek to amend the Action Plan in any material respect without the prior written consent of IFC;

 

9











 

(ii)           where it is the operator exercise such rights as it has under the relevant Ghana Project Agreements to ensure (as far as it is able) that, and where it is not an operator use its reasonable endeavours by exercising its rights under the Ghana Project Agreements and/or influencing or procuring the co-operation of the Unit Operator to ensure (as far as it is able) that, in each case, the ESRS, the Action Plan and the Annual Monitoring Report are at all times in a form acceptable to IFC (acting reasonably);

 

(iii)          periodically review (at least yearly) the form of the Annual Monitoring Report and advise IFC as to whether revision of the form is necessary or appropriate in light of changes to the Borrower’s business or operations, or in light of environmental or social risks identified by the S&E Management System and revise the form as agreed with IFC; and

 

(iv)          where it is operator and has been outvoted on any relevant matter concerning the operation of the assets subject to the Ghana Project Agreements), inform IFC promptly of such fact (and provide any details where requested by IFC) and assess and inform IFC of the potential risk this poses for compliance with the (i) Action Plan, (ii) applicable requirements of the Performance Standards and/or (iii) EHS Guidelines.

 

13.3        Non-compliance

 

In the event that, notwithstanding compliance by the Borrower of the covenants contained in Clause 13.2 (Environmental Matters) of this Agreement, the (i) Action Plan, (ii) applicable requirements of the Performance Standards and/or (iii) EHS Guidelines will not be complied with or where they might reasonably be expected not to be complied with (for whatever reason), then the Borrower shall:

 

(A)          promptly inform IFC of such non-compliance or potential non-compliance;

 

(B)          take all actions it can be reasonably expected to take and exercise such rights, powers or influence it may have to mitigate the risks of non-compliance or potential non-compliance, or to reverse the non-compliance or potential non-compliance so that compliance is achieved; and

 

(C)          inform and update IFC on a regular basis on the status of the non-compliance or potential non-compliance and the steps being taken under Clause 13.3(B) above and respond promptly to any reasonable requests for any information by IFC in relation thereto.

 

13.4       Reporting

 

Unless Parties otherwise agree, the Borrower shall:

 

(A)          within ninety (90) days after the end of each Financial Year, deliver to IFC the corresponding Annual Monitoring Report in the form attached as Appendix 5 (Form of Annual Monitoring Report) hereto confirming compliance with the

 

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Action Plan, the social and environmental covenants set forth in Clause 13.2 (Environmental Matters) above and Applicable S&E Law, or, as the case may be, identifying any non-compliance or failure, and the actions being taken to remedy it and the contents of such Annual Monitoring Report shall be verified by an Independent Expert within 90 days of its delivery to IFC;

 

(B)          within three (3) Business Days after it becomes aware, notify IFC of any social, labour, health and safety, security or environmental incident, accident or circumstance having, or which could reasonably be expected to have, a material adverse effect on the implementation or operation of the Project in accordance with the Performance Standards, specifying in each case the nature of the incident, accident, or circumstance and any effect resulting or likely to result therefrom, and the measures the Borrower is taking or plans to take to address them and to prevent any future similar event, and keep IFC informed of the on-going implementation of those measures and plans;

 

(C)          within 120 days of the end of each Financial Year, publicly disclose all material national, regional and local payments to any Authority in respect of taxes, royalties, bonus and signature payments and all other material payments that are in the nature of taxes, profit share, production share, or for rights to access resources.  Such disclosure shall be substantially in the form set out in Appendix 5 (Form of Revenue Disclosure) hereto, and be made on a webpage readily accessible to the public in English and the local language; and

 

(D)          deliver to IFC, promptly following publication, a copy of any information published pursuant to paragraph (C) above.

 

14.          REMEDIES FOLLOWING DEFAULT OR EVENT OF DEFAULT

 

On and at any time after the occurrence of a Default or an Event of Default which is continuing IFC shall have the rights and remedies set out under the Facility Agreement or the Intercreditor Agreement.

 

15.          GUARANTEE

 

Each of the Guarantors hereby acknowledges that, pursuant to the Facility Agreement, they have guaranteed the obligations of the Borrower under this Agreement on the terms and conditions set out in the Facility Agreement.

 

16.          MISCELLANEOUS

 

16.1        Notices

 

Any notice, request or other communication to be given or made under this Agreement shall be given in accordance with Clause 37 (Notices) of the Facility Agreement.

 

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16.2        Term of Agreement

 

This Agreement shall continue in force until all monies payable under it have been irrevocably and fully paid in accordance with its provisions and the Obligors have no further obligations to the IFC under this Agreement and the Finance Documents.

 

16.3        Successors and assignees

 

This Agreement binds and benefits the respective successors and assignees of the parties.  However, the Borrower may not assign or delegate any of its rights or obligations under this Agreement without the prior written consent of IFC. IFC may assign or transfer its rights and obligations hereunder, in whole or in part and in accordance with the terms of the Facility Agreement and the Intercreditor Agreement.

 

16.4        Counterparts

 

This Agreement may be executed in several counterparts, each of which is an original, but all of which together constitute one and the same agreement.

 

16.5        Disclosure of information

 

The provisions of Clause 30.7 (Disclosure of information) of the Facility Agreement shall apply herein, mutatis mutandis as if set out in full for the benefit of IFC.

 

16.6        Applicable law and jurisdiction

 

This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales.  The provisions of Clause 44 (Jurisdiction) of the Facility Agreement shall apply herein, mutatis mutandis, as if set out in full for the benefit of IFC.

 

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APPENDIX 1

 

The Original Guarantors

 

	
Name
    	
 
    	
Jurisdiction of
   Incorporation
    	
 
    	
Registered Number
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Kosmos Energy Operating
    	
 
    	
Cayman Islands
    	
 
    	
231417
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Kosmos Energy International
    	
 
    	
Cayman Islands
    	
 
    	
218274
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Kosmos Energy Development
    	
 
    	
Cayman Islands
    	
 
    	
225879
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Kosmos Energy Ghana HC
    	
 
    	
Cayman Islands
    	
 
    	
135710
    


 

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APPENDIX 2

 

Receipt and Request

 

Part I

 

Form of IFC Utilisation Receipt

 

[Borrower’s Letterhead]

 

International Finance Corporation

2121 Pennsylvania Avenue, N.W.

Washington, D.C. 20433

United States of America

 

Attention:  Manager, Financial Operations Unit

 

Ladies and Gentlemen:

 

Investment No. [·]

 

Utilisation Receipt (IFC Loan)

 

We, KOSMOS ENERGY FINANCE INTERNATIONAL, hereby acknowledge receipt on the date hereof, of the sum of [·] Dollars ($[·]) disbursed to us by International Finance Corporation under the IFC Facility provided for in the Facility Agreement dated 28 March 2011 between our company and International Finance Corporation.

 

Yours truly,

 

KOSMOS ENERGY FINANCE INTERNATIONAL

 

	
By:
    	
 
    	
 
    


 

Authorised Officer

 

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Part II

 

Form of Utilisation Request for IFC Loan

 

From:     Kosmos Energy Finance International as Borrower

 

To:         International Finance Corporation

 

CC:        BNP Paribas as Facility Agent

 

Dated:   [  ]

 

Dear Sirs

 

Kosmos Energy Finance International
 USD [  ] IFC Facility Agreement dated [  ] 2012  (the “Agreement”)

 

1.            We refer to the Agreement. This is a Utilisation Request in respect of a Utilisation under the IFC Facility. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

 

2.            We wish to borrow a Loan on the following terms:

 

	
Proposed Utilisation Date:
    	
 
    	
[  ] (or,   if that is not a Business Day, the next Business Day)
    
	
 
    	
 
    	
 
    
	
Currency of Loan:
    	
 
    	
USD
    
	
 
    	
 
    	
 
    
	
Amount:
    	
 
    	
[  ]
    
	
 
    	
 
    	
 
    
	
Interest Period:
    	
 
    	
[  ]
    
	
 
    	
 
    	
 
    
	
Purpose:
    	
 
    	
[  ]
    


 

3.            We hereby certify that:

 

(a)           no Default or Event of Default is continuing or will result from the proposed Loan;

 

(b)           the Loan is expected to be applied in payment of amounts subject to and in accordance with the Cash Waterfall within 90 days of the Utilisation Date or as otherwise required for Kosmos to comply with Clause 20.1 (Project Accounts) of the Facility Agreement;

 

(d)           the making of the Utilisation would not result in the aggregate principal amount outstanding under the Facility exceeding the Borrowing Base Amount;

 

(e)           the Repeating Representations are, in the light of the facts and circumstances then existing, true and correct in all material respects (or, in the case of a

 

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Repeating Representation that contains a materiality concept, true and correct in all respects); and

 

(f)            the making of the Utilisation will not breach Clause 3 (Purpose) of the Agreement.

 

4.            The proceeds of this Loan should be credited to the [Borrower/other] Offshore Proceeds Account and to the extent an amount has been attributed to Interest payments above, such amount shall be applied towards the payment of Interest on the Facility.

 

5.            This Utilisation Request is irrevocable and is a Finance Document.

 

Yours faithfully

 

	
 
    	
 
    


 

Authorised Signatory for

 

Kosmos Energy Finance International

 

16











 

APPENDIX 3

 

Anti-Corruption Guideline for IFC Transactions

 

The purpose of these Guidelines is to clarify the meaning of the terms “Corrupt Practices”, “Fraudulent Practices”, “Coercive Practices”, “Collusive Practices” and “Obstructive Practices” in the context of IFC operations.

 

1.            CORRUPT PRACTICES

 

1.1          Definition

 

A “Corrupt Practice” is the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another party.

 

1.2          Interpretation

 

(A)          Corrupt practices are understood as kickbacks and bribery.  The conduct in question must involve the use of improper means (such as bribery) to violate or derogate a duty owed by the recipient in order for the payor to obtain an undue advantage or to avoid an obligation.  Antitrust, securities and other violations of law that are not of this nature are excluded from the definition of corrupt practices.

 

(B)          It is acknowledged that foreign investment agreements, concessions and other types of contracts commonly require investors to make contributions for bona fide social development purposes or to provide funding for infrastructure unrelated to the project. Similarly, investors are often required or expected to make contributions to bona fide local charities. These practices are not viewed as Corrupt Practices for purposes of these definitions, so long as they are permitted under local law and fully disclosed in the payor’s books and records. Similarly, an investor will not be held liable for corrupt or fraudulent practices committed by entities that administer bona fide social development funds or charitable contributions.

 

(C)          In the context of conduct between private parties, the offering, giving, receiving or soliciting of corporate hospitality and gifts that are customary by internationally-accepted industry standards shall not constitute corrupt practices unless the action violates applicable law.

 

(D)          Payment by private sector persons of the reasonable travel and entertainment expenses of public officials that are consistent with existing practice under relevant law and international conventions will not be viewed as Corrupt Practices.

 

(E)           The World Bank Group does not condone facilitation payments.  For the purposes of implementation, the interpretation of “Corrupt Practices” relating to facilitation payments will take into account relevant law and international conventions pertaining to corruption.

 

17











 

2.            FRAUDULENT PRACTICES

 

2.1          Definition

 

A “Fraudulent Practice” is any action or omission, including misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial benefit or to avoid an obligation.

 

2.2          Interpretation

 

(A)          An action, omission, or misrepresentation will be regarded as made recklessly if it is made with reckless indifference as to whether it is true or false.  Mere inaccuracy in such information, committed through simple negligence, is not enough to constitute a “Fraudulent Practice” for purposes of this Schedule.

 

(B)          Fraudulent Practices are intended to cover actions or omissions that are directed to or against a World Bank Group entity.  It also covers Fraudulent Practices directed to or against a World Bank Group member country in connection with the award or implementation of a government contract or concession in a project financed by the World Bank Group.  Frauds on other third parties are not condoned but are not specifically sanctioned in IFC, MIGA, or PRG operations.  Similarly, other illegal behavior is not condoned, but will not be considered as a Fraudulent Practice for purposes of this Agreement.

 

3.            COERCIVE PRACTICES

 

3.1          Definition

 

A “Coercive Practice” is impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party.

 

3.2          Interpretation

 

(A)          Coercive Practices are actions undertaken for the purpose of bid rigging or in connection with public procurement or government contracting or in furtherance of a Corrupt Practice or a Fraudulent Practice.

 

(B)          Coercive Practices are threatened or actual illegal actions such as personal injury or abduction, damage to property, or injury to legally recognizable interests, in order to obtain an undue advantage or to avoid an obligation. It is not intended to cover hard bargaining, the exercise of legal or contractual remedies or litigation.

 

18












 

4.                                     COLLUSIVE PRACTICES

 

4.1                              Definition

 

A “Collusive Practice” is an arrangement between two or more parties designed to achieve an improper purpose, including to influence improperly the actions of another party.

 

4.2                              Interpretation

 

Collusive Practices are actions undertaken for the purpose of bid rigging or in connection with public procurement or government contracting or in furtherance of a Corrupt Practice or a Fraudulent Practice.

 

5.                                     OBSTRUCTIVE  PRACTICES

 

5.1                              Definition

 

An “Obstructive Practice” is (i) deliberately destroying, falsifying, altering or concealing of evidence material to the investigation or making of false statements to investigators, in order to materially impede a World Bank Group investigation into allegations of a corrupt, fraudulent, coercive or collusive practice, and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation, or (ii) acts intended to materially impede the exercise of IFC’s access to contractually required information in connection with a World Bank Group investigation into allegations of a corrupt, fraudulent, coercive or collusive practice.

 

5.2                              Interpretation

 

Any action legally or otherwise properly taken by a party to maintain or preserve its regulatory, legal or constitutional rights such as the attorney-client privilege, regardless of whether such action had the effect of impeding an investigation, does not constitute an Obstructive Practice.

 

6.                                     GENERAL INTERPRETATION

 

A person should not be liable for actions taken by unrelated third parties unless the first party participated in the prohibited act in question.

 

19













 

APPENDIX 4

 

Action Plan

 

ENVIRONMENTAL AND SOCIAL ACTION PLAN

 

Kosmos Energy II (#31179)

 

October 16, 2011

 

	
Item
    	
 
    	
Task
    	
 
    	
Indicator of Completion
    	
 
    	
Required Completion Date
    	
 
    
	
 
    	
 
    
	
Performance Standard 1 — Social   and Environmental Assessment and Management Systems
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
1.
    	
 
    	
Corporate   HSEC Management System.  Kosmos Energy   will develop its Corporate HSEC Management System to ensure that Applicable   Projects are assessed and managed according to IFC’s Performance Standards   and applicable World Bank Group EHS Guidelines.
    	
 
    	
(a) The   Company has submitted a Development and Implementation Plan, including   time-bound targets, for Kosmos Energy HSEC Management System acceptable to   IFC.

 

 
    	
 
    	
(a) March 2011

 

 

 

 

 

 
    	
 
    
	
 
    	
(b) Documentation   that the Development and Implementation Plan for the Kosmos Energy HSEC   Management System is being implemented.
    	
 
    	
(b) Based   on schedule in the Development and Implementation Plan
    	
 
    


 

20













 

ENVIRONMENTAL AND SOCIAL ACTION PLAN

 

Kosmos Energy II (#31179)

 

October 16, 2011

 

	
Item
    	
 
    	
Task
    	
 
    	
Indicator of Completion
    	
 
    	
Required Completion Date
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
2.
    	
 
    	
Country   HSEC Management System.  Kosmos Energy   will develop country-specific HSEC Management Systems to ensure that   Applicable Projects are assessed and managed according to IFC’s Performance   Standards and applicable World Bank Group EHS Guidelines
    	
 
    	
(a) The Company has submitted a   Development and Implementation Plan, including time-bound targets, for Kosmos   Energy HSEC Management System acceptable to IFC.

 

 
    	
 
    	
(a) After   March 2011 and prior to the start of any material operation of an   Applicable Project.

 

 

 

 

 
    	
 
    
	
 
    	
(b) Documentation   that the Development and Implementation Plan for the Kosmos Energy HSEC   Management System is being implemented
    	
 
    	
(b) Based   on schedule in the Development and Implementation Plan
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
3.
    	
 
    	
Training.  Training in   the IFC’s Performance Standards and the applicable EHS Guidelines will be   provided to those involved with the risk management of Applicable Projects.
    	
 
    	
(a) The   Company has developed a Training Plan that incorporates the Performance   Standards and relevant IFC EHS Guidelines

 
    	
 
    	
(a) March 2011

 

 

 

 
    	
 
    
	
 
    	
(b) Evidence   of training provided to all regional and line managers.

 
    	
 
    	
(b) August 2012

 
    	
 
    
	
 
    	
(c) Periodic   training sessions to onboard 
    	
 
    	
(c) discussed   in the Annual Monitoring Reports
    	
 
    


 

21













 

ENVIRONMENTAL AND SOCIAL ACTION PLAN

 

Kosmos Energy II (#31179)

 

October 16, 2011

 

	
Item
    	
 
    	
Task
    	
 
    	
Indicator of Completion
    	
 
    	
Required Completion Date
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
new   regional and line managers and to provide managers with updates.
    	
 
    	
(AMR)
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
4.
    	
 
    	
HSE   Review Procedure. Kosmos Energy will configure a procedure   under the HSEC Management System to ensure that the Vice President   responsible for HSEC reviews all Applicable Projects to ensure that they are   evaluated and managed according to the IFC Performance Standards and   applicable World Bank Group EHS Guidelines.
    	
 
    	
(a) The   Company has drafted a procedure.

 

 

 

 

 
    	
 
    	
(a) Condition   of disbursement on any non-Jubilee Applicable Project, but no later than   June 2012.

 

 

 

 
    	
 
    
	
 
    	
(b) The   Company has adopted the procedure for all Applicable Projects. 

 
    	
 
    	
(b) Finalise and adopt 30 days after IFC’s acceptance of   draft.  
    	
 
    
	
 
    	
(c) Evidence   of Applicable Project review by the Vice President to show that any   Applicable Project is in compliance with IFC Performance Standards, or has   shown that the Applicable Project can come into compliance with the   Performance Standards within a reasonable time period following the   implementation of a Supplemental Environmental and Social Action Plan to
    	
 
    	
(c) Condition   of disbursement for the Applicable Project. Applicable timetable for any   Applicable Project according to the specified in the Applicable   Project-specific Supplemental Social and Environmental Action Plan.
    	
 
    


 

22













 

ENVIRONMENTAL AND SOCIAL ACTION PLAN

 

Kosmos Energy II (#31179)

 

October 16, 2011

 

	
Item
    	
 
    	
Task
    	
 
    	
Indicator of Completion
    	
 
    	
Required Completion Date
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
be   agreed upon between the Company and IFC.
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
5.
    	
 
    	
Environment and Social   Management Plan. Each Applicable Project will have an ESMP that   incorporates all measures needed to meet national law, the Performance   Standards, and the EHS Guidelines. The content may vary according to the risks   and issues of the specific Applicable Project, but should include in each   case an Emergency Response Plan (ERP), Spill Control and Response Plan   (SCRP), a Waste Management Plan (WMP), and a Stakeholder Engagement Plan   (SEP) that provides for the local disclosure of the social and environmental   assessment documents, including the ESMP itself.
    	
 
    	
(a) ESMP   developed for each Applicable Project, and agreed upon with IFC.

 

(b) Publicly   disclose the ESMP
    	
 
    	
(a) Prior   to mobilization of the Applicable Project.

 

 

(b) Based   on schedule in the Applicable Project SEP.
    	
 
    


 

23













 

ENVIRONMENTAL AND SOCIAL ACTION PLAN

 

Kosmos Energy II (#31179)

 

October 16, 2011

 

	
Item
    	
 
    	
Task
    	
 
    	
Indicator of Completion
    	
 
    	
Required Completion Date
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Performance   Standard 3 — Pollution Control and Abatement
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
6.
    	
 
    	
Well Control Continuous   Improvement Program. To ensure that Kosmos drilling programs,   particularly in deep water, follow good international practice as identified   by the International Association of Oil and Gas Producers (OGP) with respect   to well control, Kosmos will undertake at least an annual review of its well   control procedures and their conformity with good international practice.
    	
 
    	
(a) Undertake an annual review of its   well control procedures benchmarked again OGP recommendations and develop an   action plan for closing any gaps

 

 
    	
 
    	
(a) Annually

 

 

 

 

 

 
    	
 
    
	
 
    	
(b) Keep IFC informed on the preparation   of recommendations from the OGP
    	
 
    	
(b) Any changes in the well control   procedure as a result of the review to be reported in the AMR.
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
7.
    	
 
    	
Spill Incident Continuous   Improvement Program. To ensure that Kosmos operations follow good   international practice as identified by the International Association of Oil   and Gas Producers (OGP) with respect to intervention and response to well   incidents, Kosmos will
    	
 
    	
(a) Undertake an annual review of the   spill incidence intervention and response capabilities available to it and   develop an action plan for using reasonable endeavors to close any gaps.

 

 
    	
 
    	
(a) Annually

 

 

 

 

 

 

 
    	
 
    
	
(b) Keep IFC informed on the preparation   
    	
 
    	
(b)   Any changes to the incident intervention and
    	
 
    


 

24













 

ENVIRONMENTAL AND SOCIAL ACTION PLAN

 

Kosmos Energy II (#31179)

 

October 16, 2011

 

	
Item
    	
 
    	
Task
    	
 
    	
Indicator of Completion
    	
 
    	
Required Completion Date
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
undertake at least   an annual review of the intervention and response capabilities available to   operations and their consistency with good international practice
    	
 
    	
of recommendations from the OGP
    	
 
    	
response   capabilities to be reported in the AMR.
    	
 
    


 

25













 

APPENDIX 5

 

Form of Annual Monitoring Report

 

International Finance Corporation

 

Annual Monitoring Report (amr) 
 Includes:

 

Environmental and Social Performance 
 and development indicators

 




 



Kosmos Energy

 

Ghana

 

IFC Project Number: 31179

 

Reporting Period: (month/year) through (month/year)

 

amr completion date: (day/month/year)

 



 

Environment and Social Development Department
 2121 Pennsylvania Avenue, NW
 Washington, DC 20433 USA
 www.ifc.org/sustainability

 

26














 

Annual Monitoring Report 
 development impact indicators

 

This section of the AMR has the Development Impact Datasheet which tracks how the project has contributed to development in the region.

 

27













 

NON-JUBILEE FIELD

 

	
Development Impact Data Sheet
    	
 
    	
2011
    	
 
    	
2012
    	
 
    	
2013
    	
 
    	
2014
    	
 
    	
2015
    	
 
    	
2016
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
EMPLOYEES
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Employment
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Number of   permanent jobs created or preserved (Direct)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Number of   local permanent jobs created or preserved through local subcontractors   (approx)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Number of   local temporary jobs (e.g. during construction) created & preserved
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Percentage of   female employees (Direct)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Percentage of   employees from local community*
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Percentage of   nationals in managerial positions (Direct)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Percentage of   female among managerial staff (Direct)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Wage rates   compared to alternative (percentage premium over comparable employment)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Training*
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Number of   employees receiving training
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Initiatives to   hire and train local workers
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

28













 

	
(yes/no)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Dollar amount   spent on training (per employee)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Other Benefits
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Dollar amount   spent on other benefits to local parties
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
GOVERNMENT
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Dollar amount   paid as Income tax (inc. any withholding tax)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Dollar amount   paid as share of Profit Oil
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Dollar amount   of any other fiscal payments
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
COMMUNITY
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Access to   education
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Dollar spent   on local educational institutions
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Number of   schools supported
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Access to   healthcare
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Dollar spent   on/contributed to local health facilities
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Number of   people which accessed such health facilities
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

29













 

	
Access to   Infrastructure
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Infrastructure-type   projects undertaken
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Dollars spent   on/contributed to infrastructure-type projects
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Community   programs
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Dollars spent   on community development programs (excluding health and education)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Cash   equivalent of in-kind contributions to community development progams
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
OTHER BUSINESSES &   INDUSTRIES
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Purchase from   Local and National Suppliers
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Local supplier/SME   development progam (yes/no)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Dollar value of purchases   (goods & services) from regional suppliers
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Number of regional suppliers   (for goods and services)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Percentage of procurement   being sourced from regional suppliers
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Dollar value of purchases   from national suppliers (included above)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Number of national suppliers
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Percentage of procurement   budget
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

30













 

	
sourced from national   suppliers
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 






*- for the purpose of this table, “local” and “local community” are defined as belonging to the provinces in which the respective activities are conducted.

 

Notes:

 

31













 

INTERNATIONAL FINANCE CORPORATION

 

ENVIRONMENTAL AND SOCIAL PERFORMANCE

 

ANNUAL MONITORING REPORT

 



 

Kosmos Energy

 

Ghana

 

IFC Project Number: 31179

 

REPORTING PERIOD: (month/year) through (month/year)

 

AMR COMPLETION DATE: (day/month/year)

 



 

Environment and Social Development Department
 2121 Pennsylvania Avenue, NW
 Washington, DC 20433 USA
 www.ifc.org/sustainability

 

32













 

INTRODUCTION

 

The Annual Monitoring Report

 

This section monitors the Environmental and Social performance of the Project.  IFC’s Investment Agreement requires Kosmos Energy (“Kosmos” or the “Company”) to prepare a comprehensive Annual Monitoring Report (AMR) for its activities in Ghana as defined in the Loan Agreement.

 

This document comprises IFC’s preferred format for environmental and social performance reporting.  The AMR informs the Environment and Social Development Department about the environmental and social state of the investment.

 

With respect to the Jubilee Field and because Kosmos is not the Project’s Unit Operator, Kosmos may elect to coordinate with the Unit Operator, who has a similar obligation to IFC under their IFC Facility Agreement, and agree to submit a joint AMR for the Project.  To the extent that there are Kosmos-specific information which are covered by the social and environmental covenants of the IFC Facility Agreements but are not dealt with in the Unit Operator’s AMR, Kosmos will provide such information in this AMR.  Such information will include the environmental, health and safety and social performance of Kosmos’ staff and contractors; the  environmental, health and safety and social programs specifically undertaken by Kosmos and applicable to the Project but not the responsibility of the Unit Operator; and Kosmos’s activities outside the Jubilee Field.  If the Unit Operator’s IFC Facility Agreement is or becomes inactive, Kosmos will continue to submit an AMR also covering the Jubilee project as part of the reporting covenants of its IFC Facility Agreements as long as there remain amounts outstanding under the IFC Facilities, provided, however, that Kosmos shall only be under a Reasonable Endeavors obligation, as defined in the Facility Agreement to obtain the information to complete the AMR.  Unless otherwise indicated, the data provided in this AMR is assumed to be for Kosmos’s activities exclusive of Jubilee Field, and the word “Project” should be read accordingly throughout.

 

Preparation Instructions

 

The following points should assist you in completing this form.  Please be descriptive in your responses and attach additional information as needed.

 

·                 IFC’s Investment Agreement requires designated Kosmos personnel to complete and submit annual environmental and social monitoring reports in compliance with the schedule stipulated in the Investment agreement.

 

·                 Kosmos must report qualitative and quantitative project performance data each year of the investment for the environmental and social monitoring parameters included in this report format.

 

·                  The main purpose of completing this form is to provide the following information:

 

1.              Environmental and Social Management

 

2.              Occupational Health and Safety (OHS) Performance

 

3.              Significant Environmental and Social Events

 

4.              General Information and Feedback

 

5.              Compliance with IFC and local environmental requirements as specified in the Investment Agreement

 

6.              Compliance with IFC and local social requirements as specified in the Investment Agreement

 

33













 

7.              Progress on implementing the Environmental and Social Action Plan (ESAP) agreed with IFC

 

34













 

Specialist Contact Information

 

If you have any questions regarding the AMR or wish to discuss completion of the AMR please contact the following Investment Officer or Portfolio Manager.

 

	
Investment Officer
    	
Name:
    
	
 
    	
Telephone Number:
    
	
 
    	
Facsimile Number:
    
	
 
    	
Email:
    


 

	
Portfolio Manager
    	
Name:
    
	
 
    	
Telephone Number:
    
	
 
    	
Facsimile Number:
    
	
 
    	
Email:
    


 

AMR Preparer(s)

 

	
To be completed by Kosmos   authorized representative
    	
Name and Title:
    
	
 
    	
Phone:
    
	
 
    	
Fax:
    
	
 
    	
Email:
    


 

	
Company Information
    	
Kosmos office   physical address:
    
	
 
    	
Kosmos web   page address:
    


 

I certify that the data contained in the Environmental and Social Performance section of this AMR completely and accurately represents Applicable Project operations during this reporting period. I further certify that analytical data summaries(1) incorporated in Section 6 are based upon data collected and analyzed in a manner consistent with the applicable and relevant IFC EHS Guidelines.

 

	
 
    	
 
    	
 
    
	
Kosmos Employee Name
    	
 
    	
Signature
    


 

	
 
    	
 
    	
 
    
	
Name of Third Party Organization and
    	
 
    	
Signature
    
	
Representative Certifying This Document
    	
 
    	
 
    


 

 

 




(1)  Raw analytical data upon which summaries are based should not be submitted with this AMR but must be preserved by Kosmos and presented to IFC upon demand.

 

35











 

1                                        ENVIRONMENTAL AND SOCIAL MANAGEMENT

 

1.1                              Environmental Responsibility Chart

 

Please name the individuals in the company who hold responsibility for Project environmental and social performance (e.g. Environment Manager, Occupational Health and Safety Manager, Community Relations Manager) and give their contact information (Name, Address, Telephone Number, Fax Number, E-mail Address).

 

1.2                              Summary of Current Operations

 

Describe company operations and level of business activity.  Describe any significant changes since the last report in the company that may affect Project environmental and social performance.  Describe any environmental and social management initiatives and relevant updates (e.g. ISO 14001, ISO 9001, OHSAS 18001, or equivalent Quality, Environmental and Occupational Health and Safety certifications and renewals) for Kosmos in Ghana.

 

1.3                              Environmental and Social Impact Assessment and Permitting

 

Provide a summary of any changes / integrations to the Jubilee Field Project ESIA, and the West Cape Three Point PER, and any new ESIA process for Ghana concessions under development or ongoing at the time of reporting.  Provide a summary of Government of Ghana (GOG) relevant requirements.  Please provide a copy of any amendment / revision or integration of the Jubilee Field Project ESIA or West Cape Three Point PER.

 

Provide a summary of all relevant permits issued and renewed by the GOG for Jubilee Field Project and the West Cape Three Point Block.

 

1.4                              Environmental Management Plan

 

Provide a summary of the reviews of the environmental and social aspects of the Project and provide a copy of the current Project EMP (s), as needed, with identification of all changes, amendments, integrations approved.

 

1.5                              Management of Changes

 

Provide a summary table or list of all Project’s proposed changes (design, operations, risk management, project organization, legislation) with potential associated environmental or social impacts, including review and approval by Project environmental and social management.

 

1.6                              Training Programs

 

Describe environmental, social and health and safety training programs and their implementation.  Provide an update on the development and implementation of the staffing and training plan for the Project.

 

36












 

1.7                               Summary of Corporate Social Responsibility Program in Ghana

 

Provide an update of the status and implementation of the CSR program

 

2                                         HEALTH AND SAFETY PERFORMANCE (OHS)

 

Project personnel are required to monitor, record, and report occupational health and safety incidents and workplace conditions (air quality and physical parameters, which are potentially impacted by industrial processes) throughout the reporting period.

 

2.1                               Compliance with National Requirements

 

Please list any reports submitted to Ghanaian authorities, e.g. on OHS, fire and safety inspections, compliance monitoring, emergency exercises, as well as comments received and corrective actions taken.  Ghanaian authority monitoring and inspections with subsequent actions taken shall also be summarized and reported.

 

If any of the information requested in the AMR (Section 2.2 - Section 2.4) is contained in reports sent to Ghanaian authorities, please submit the applicable section of the report.

 

2.2                               Incident Statistics Monitoring

 

Please report on incidents during the reporting year for the Project.  Contractor employees are required to adhere to comparable occupational health and safety standards.  If the Project uses contractor employees, please also report any contractor employee incidents.  Expand or shrink the tables as needed.

 

1.                                      Total Amounts

 

	
Report TOTAL
    	
 
    	
This reporting period
    	
 
    	
Reporting period – 1 year ago
    	
 
    	
Reporting period – 2 years ago
    	
 
    
	
numbers for each
   parameter
    	
 
    	
Project
   employees
    	
 
    	
Contractor
   employees
    	
 
    	
Project
   employees
    	
 
    	
Contractor
   employees
    	
 
    	
Project
   employees
    	
 
    	
Contractor
   employees
    	
 
    
	
Employees
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Man-hours worked
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Fatalities
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Occupational injuries(2)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 




(2)         Work related physical injury or disease [illness] which results in death, being unfit to work the day following the event, restriction of work or motion including temporary or permanent transfer to another job.

 

37











 

	
Recordable injuries(3)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Lost workdays(4)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Injury severity rate(5)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Lost time injury frequency(6)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Vehicle collisions(7)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

2.                                      Fatality details for this reporting period

 

	
Project employees or
   contractor employees?
    	
 
    	
Time of death after
   accident (e.g. immediate,
   within a month, within a
   year)
    	
 
    	
Cause of fatality
    	
 
    	
Corrective measures to
   prevent reoccurrence
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

3.                                      Occupational injuries details for this reporting period

 

	
Project employees
   or contractor 
   employees?
    	
 
    	
Total workdays lost
    	
 
    	
Description of
   injury
    	
 
    	
Cause of accident
    	
 
    	
Corrective measures
   to prevent
   reoccurrence
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

4.                                      Ship collision details for this reporting period

 

	
Project vessel or third
   party?
    	
 
    	
Cause of collision
    	
 
    	
Injuries and damages
   occurred, including spill
   size if any
    	
 
    	
Corrective measures to
   prevent reoccurrence
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 




(3)         Any work related incident where a person is fatally injured or becomes fatally ill or requires treatment from a professional physician or paramedic on more than one occasion for the same incident.

 

(4)         Lost workdays are the number of workdays (consecutive or not) beyond the date of injury or onset of illness that the employee was away from work or limited to restricted work activity because of an occupational injury or illness.

 

(5)         The number of days lost per 1 million man hours worked.

 

(6)         The number of lost time injuries (LTI’s) recorded for Project workers per million hours worked by them.

 

(7)         Vehicle Collision: When a vehicle (device used to transport people or things) collides (comes together with violent force) with another vehicle or inanimate or animate object(s) and results in injury (other than the need for First Aid) or death.

 

38











 

5.                                      Oil Spill Response training for this reporting period

 

	
Activities
    	
 
    	
Mandatory
   frequency
    	
 
    	
Date(s)
   Performed
    	
 
    	
Observed
   Deficiencies(8)
    	
 
    	
Corrective Actions
   for Schedule for
   Implementation(9)
    	
 
    
	
Drills without equipment deployment
    	
 
    	
Minimum: three (3)/year
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Equipment deployment drills
    	
 
    	
Minimum: one (1)/year
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

6.                                      EHS training(10) for this reporting period

 

	
Project employees or
   contractor employees? 
    	
 
    	
Description of training
    	
 
    	
Number of employees that attended
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

2.3                               Fire Safety

 

Please complete the following table for Project’s operations.

 

	
Project Fire Safety Verification
   Activities
    	
 
    	
Mandatory Frequency
    	
 
    	
Date(s) Performed
    	
 
    	
Observed
   Deficiencies(11)
    	
 
    	
Corrective Actions and
   Schedule for
   Implementation(12)
    	
 
    
	
Fire Drills
    	
 
    	
Minimum: three
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 




(8)         Attach additional sheets as needed to full describe observed deficiencies.

 

(9)         Attach additional sheet as needed to fully describe corrective actions and implementation.

 

(10)  Project personnel should be trained in health and safety matters including accident prevention, safe lifting practices, the use of Material Safety Data Sheets (MSDS), safe chemical handling practices, proper control and maintenance of equipment and facilities, emergency response, personal protective equipment (PEP), emergency response, etc.

 

(11)  Attach additional sheet as needed to fully describe observed deficiencies.

 

(12)  Attach additional sheets as needed to fully describe corrective actions and implementation.

 

39











 

	
 
    	
 
    	
(3)/year
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Inspect and certify fire   detection and suppression electrical and mechanical systems
    	
 
    	
Minimum: one (1)/year
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Inspect, refill/recharge,   maintain fire extinguishing systems and fire protection systems
    	
 
    	
Minimum: two   (2) inspections/year
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Flammable gas monitoring
    	
 
    	
As per Workplace Monitoring   Plan
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

2.4                               Significant EHS Events

 

Please explain any significant Environmental, Health and Safety events not covered in the above OHS tables.  The report could include proposed revision of the EHS Management System (if applicable), revised quantitative objectives, action plans for technical improvements, and planned training activities.

 

40











 

3                                         SIGNIFICANT ENVIRONMENTAL AND SOCIAL EVENTS

 

Project personnel are required to report all environmental and social events(13) that may have caused damage; caused health problems; attracted the attention of outside parties; affected project labor or adjacent populations; affected cultural property; or created Project and/or Kosmos liabilities.

 

Attach photographs, plot plans, newspaper articles and all relevant supporting information that IFC will need to be completely familiar with the incident and associated environmental and social issues.

 

3.1                               Oil Spills and Gas Releases

 

Please provide a summary table with all the material releases occurred during the reporting period and from beginning of the Project.

 

	
 
    	
 
    	
Liquid
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
> 1 bbl
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Year
    	
 
    	
< 1 bbl
    	
 
    	
Contained
    	
 
    	
Uncontained
    	
 
    	
> 1,000 bbls
    	
 
    	
Gas(14)
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

	
Date of
   event(15)
    	
 
    	
Event description,
   including volume
   released and response
   tier
    	
 
    	
Affected
   people/environment
    	
 
    	
Reports sent to IFC
   and/or local
   regulatory agencies
    	
 
    	
Corrective actions
   (including cost and
   time schedule for
   implementation)
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 




(13)  Examples of significant incidents follow.  Oil spills; Fire, explosion or unplanned releases; industrial injuries; fatalities including transportation; ecological damage/destruction; local population disruption; disruption of emissions or effluent treatment; legal/administrative notice of violation; penalties, fines, or increase in pollution charges; negative media attention; chance cultural finds; labour unreast or disputes.

 

(14)  Uncontrolled accidental release of gas to the atmosphere.

 

(15)  Significant events, including uncontained spills, all spills above 1,000 bbls and gas releases.

 

41











 

	
Date of
   event(15)
    	
 
    	
Event description,
   including volume
   released and response
   tier
    	
 
    	
Affected
   people/environment
    	
 
    	
Reports sent to IFC
   and/or local
   regulatory agencies
    	
 
    	
Corrective actions
   (including cost and
   time schedule for
   implementation)
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

3.2                               Other significant events

 

Please report on the following topics, expanding or collapsing the table where needed.

 

	
Date of event
    	
 
    	
Event description
    	
 
    	
Affected
   people/environment
    	
 
    	
Reports sent to IFC
   and/or local
   regulatory agencies
    	
 
    	
Corrective actions
   (including cost and
   time schedule for
   implementation)
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

4                                         GENERAL INFORMATION AND FEEDBACK

 

Provide the following additional information:

 

1.                                      Describe interactions with non-governmental organizations (NGOs) or public scrutiny of the Project.

 

2.                                     Describe Project public relations efforts (e.g. establishment of a web page, hiring of community liaison officer)

 

3.                                      Suggest ways and means to improve information exchange and interactions with IFC specialists.

 

42











 

5                                         REPORTS TO ILLUSTRATE COMPLIANCE WITH IFC EHS GUIDELINES AND HOST COUNTRY REGULATIONS

 

5.1. Air Emissions

 

Air Emissions refers to emissions from specific units on the project site.

 

Kosmos will report on the below parameters, as per IFC General EHS Guidelines, based on specific emission factors (unit manufacturer data and fuel usage), as needed. This data will be collated annually and complemented by annual measurement of NOX concentrations in ambient air at the workplace.

 

Please provide Ghanaian maximum levels in relevant units in the table below.

 

Point Source Air Emissions Point Location(16):

 

	
Point Source Air Emission
   Parameters
    	
 
    	
Collection
   Frequency
    	
 
    	
IFC Guideline
   Levels (IFC
   Units)(17)
    	
 
    	
Project
   Performance (IFC
   Units)
    	
 
    	
Ghanaian
   Maximum Levels 
   (Units)
    	
 
    	
Project 
   Performance
   (Units)
    	
 
    
	
ENGINE
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Nitrogen Oxides (NOx) Gas Fired –   Spark Ignition, >3 MWth
    	
 
    	
Yearly
    	
 
    	
200 mg/Nm3
    	
 
    	
 
    	
mg/Nm3
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Nitrogen Oxides (NOx) Gas Fired –   Dual Fuel, >3 MWth
    	
 
    	
Yearly
    	
 
    	
400 mg/Nm3
    	
 
    	
 
    	
mg/Nm3
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Nitrogen Oxides (NOx) Gas Fired –   Compression Ignition, >3 MWth
    	
 
    	
Yearly
    	
 
    	
1,600 mg/Nm3
    	
 
    	
 
    	
mg/Nm3
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Nitrogen Oxides (NOx) Liquid Fired, >3 MWth
    	
 
    	
Yearly
    	
 
    	
See Table 1.1.2
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Particulate Matter Liquid Fired. >3 MWth
    	
 
    	
Yearly
    	
 
    	
See Table 1.1.2
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Sulfur Dioxide (SO2) Liquid Fired, >3 MWth
    	
 
    	
Yearly
    	
 
    	
See Table 1.1.2
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
TURBINE
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Nitrogen Oxides (NOx) Gas Fired, 3 MWth to <15MWth, Electric   generation
    	
 
    	
Yearly
    	
 
    	
42 ppm
    	
 
    	
 
    	
ppm
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Nitrogen Oxides (NOx) Gas Fired, 3 MWth to <15MWth, Mechanical drive
    	
 
    	
Yearly
    	
 
    	
100 ppm
    	
 
    	
 
    	
ppm
    	
 
    	
 
    	
 
    	
 
    	
 
    


 




(16)  Provide latitude, longitude of the point source air discharge point.  Alternatively provide a scaled facility map showing the precise location of all discharge points.

 

(17)  General EHS Guidelines, Table 1.1.2.  Specify dry gas and excess 02 content (%).

 

43











 

	
Point Source Air Emission
   Parameters
    	
 
    	
Collection
   Frequency
    	
 
    	
IFC Guideline
   Levels (IFC
   Units)(17)
    	
 
    	
Project
   Performance (IFC
   Units)
    	
 
    	
Ghanaian
   Maximum Levels
   (Units)
    	
 
    	
Project
   Performance
   (Units)
    	
 
    
	
Nitrogen Oxides (NOx) Gas Fired, 15 MWth to <50MWth
    	
 
    	
Yearly
    	
 
    	
25 ppm
    	
 
    	
ppm
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Nitrogen Oxides (NOx) Other Fuels, 3 MWth to <15MWth, Electric   generation
    	
 
    	
Yearly
    	
 
    	
96 ppm
    	
 
    	
ppm
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Nitrogen Oxides (NOx) Other Fuels, 3 MWth to <15MWth, Mechanical drive
    	
 
    	
Yearly
    	
 
    	
150 ppm
    	
 
    	
ppm
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Nitrogen Oxides (NOx) Other Fuels, 15 MWth to <50MWth
    	
 
    	
Yearly
    	
 
    	
74 ppm
    	
 
    	
ppm
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Sulfur Dioxide (SO2) Fuels other than Natural Gas, 3 MWth to <50MWth
    	
 
    	
Yearly
    	
 
    	
See Table 1.1.2
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
BOILER
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Nitrogen Oxides (NOx) Gas Fired, 3 MWth to <50MWth
    	
 
    	
Yearly
    	
 
    	
320 mg/Nm3
    	
 
    	
mg/Nm3
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Nitrogen Oxides (NOx) Liquid Fired, 3 MWth to <50MWth
    	
 
    	
Yearly
    	
 
    	
460 mg/Nm3
    	
 
    	
mg/Nm3
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Particulate Matter Fuels other than Natural Gas, 3 MWth to <50MWth
    	
 
    	
Yearly
    	
 
    	
50 mg/Nm3
    	
 
    	
mg/Nm3
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Sulfur Dioxide Fuels other than Natural Gas, 3 MWth to <50MWth
    	
 
    	
Yearly
    	
 
    	
2000 mg/Nm3
    	
 
    	
mg/Nm3
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

Ambient Air Monitoring Point Location(18):

 

	
Ambient Air Parameters
    	
 
    	
Collection
   Frequency
    	
 
    	
IFC Guideline
   Levels (IFC
   Units)(19)
    	
 
    	
Project
   Performance
   (IFC Units)
    	
 
    	
Ghanaian
   Maximum Levels
   (Units)
    	
 
    	
Project
   Performance
   (Units)
    	
 
    
	
Nitrogen Oxides   (NOx)
    	
 
    	
Yearly
    	
 
    	
Concentrations below those recommended by the   ACGIH as TWA-TLV’s
    	
 
    	
mg/Nm3
    	
 
    	
 
    	
 
    	
 
    	
 
    


 




(18)  Provide latitude, longitude of the ambient air monitoring points. Alternatively provide a scaled facility map showing the precise location of all monitoring points.

 

(19)  General EHS Guidelines, Section 2.4, page 70.

 

44











 

Other Air Emissions

 

	
Air Emission Parameters
    	
 
    	
Collection
   Frequency
    	
 
    	
IFC Guideline Levels
   (IFC Units)
    	
 
    	
Project Performance
   (IFC Units)
    	
 
    
	
Greenhouse Gases(20)
    	
 
    	
Annual
    	
 
    	
N/A
    	
 
    	
CO2-equivalent tpy
    	
 
    
	
Flaring
    	
 
    	
Annual
    	
 
    	
N/A
    	
 
    	
mmscfd
    	
 
    


 

Kosmos will report on GHG emissions estimated as per the API Compendium of Greenhouse Gas Emissions Estimation.

 

5.2. Liquid Effluents

 

Liquid Effluent refers to all types of liquid waste which is discharged from the site.  Types of liquid effluent include process, sanitary, stormwater, and thermal discharges.

 

The Project is required to collect representative samples of liquid effluent at the discharge points, submit these samples for laboratory analysis and report the results to IFC.  Individual samples and individual reports will be required for each liquid effluent monitoring point. Monitoring should take place while facility is operating.

 

Please provide Ghanaian maximum levels in relevant units in the table below.

 

Liquid Effluent Monitoring Point Location(21):

 

	
Liquid Effluent Parameters
    	
 
    	
Collection
   Frequency
    	
 
    	
IFC Guideline
   Levels
   (IFC Units)
    	
 
    	
Project
   Performance
   (IFC Units)
   Annual average of
   monthly samples
    	
 
    	
Ghanaian
   Maximum Levels
   (Units)
    	
 
    	
Project
   Performance
   (Units)
   Annual average of
   monthly samples
    	
 
    
	
Produced Water –   Oil and Grease (maximum daily)
    	
 
    	
Continuous
    	
 
    	
42   mg/l
    	
 
    	
mg/l
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Produced Water –   Oil and Grease (30 day average)
    	
 
    	
Daily
    	
 
    	
29   mg/l
    	
 
    	
mg/l
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Produced Sand - Oil
    	
 
    	
Batch
    	
 
    	
1%
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 




(20)  Assess GHG emissions from all equipment including fired equipment, vents, flares, compressor stations, boats, marine transfer facilities, etc. and fugitive emissions annually by a model.  GHG annual total is derived by CO2 tpy + CO2-equivalent tpy (CH4 tpy converted to CO2) and is reported based on an internationally recognized emission estimation methodology for oil and gas industry.

 

(21)  Provide latitude, longitude of the liquid effluent discharge point.  Alternatively, provide a facility map showing the precise location of all liquid effluent discharge points.

 

45











 

The Project is required to demonstrate compliance with all other effluent levels, as specify in Table 1 of the EHS Guidelines for Offshore Oil and Gas Development.  Please provide monitoring results, demonstrating compliance for the following streams, as applicable:

 

·                  Hydrotest water

·                  Desalination brine

·                  Sewage

·                  Food waste

·                  Storage displacement water

·                  Bilgewater

·                  Deck drainage

 

5.3. Drilling Fluids and Cuttings Discharge/Disposal

 

If wells were drilled in this reporting period, specify if WBF or EMOBF were used.

 

Please describe the process used to treat muds or cuttings prior to discharge/disposal.

 

Please describe how and where the muds and cuttings were discharged/disposed.  Please provide the amount discharged/disposed per each well.

 

Please report compliance against the approved permit issued by the Ghanaian authorities (Ghana EPA).

 

Please summarize the monitoring data for both WBF and EMOBF, as follows, and provide the relevant analytical reports, as appropriate.

 

	
Parameters
    	
 
    	
Collection
   Frequency
    	
 
    	
IFC Guideline
   Levels
   (IFC Units)(22)
    	
 
    	
Project
   Performance
   (IFC Units)
    	
 
    	
Ghanaian
   Maximum Levels
   (Units)
    	
 
    	
Project 
   Performance
   (Units)
   Annual average of
   monthly samples
    
	
WBF
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Toxicity test
    	
 
    	
As per Ghana requirements
    	
 
    	
Table 1
    	
 
    	
Comply? Y/N(23)
    	
 
    	
 
    	
 
    	
 
    
	
Hg in stock barite
    	
 
    	
As per Ghana requirements
    	
 
    	
1 mg/kg
    	
 
    	
mg/kg
    	
 
    	
 
    	
 
    	
 
    
	
Cd in stock barite
    	
 
    	
As per Ghana requirements
    	
 
    	
3 mg/kg
    	
 
    	
mg/l
    	
 
    	
 
    	
 
    	
 
    


 




(22)  EHS Guidelines for Offshore Oil and Gas Development.

 

(23)  If non-compliance, provide justification, demonstrating that the achieved performance level is protective of the human health and the environment.

 

46












 

	
 
    	
 
    	
Collection
    	
 
    	
IFC Guideline
   Levels
    	
 
    	
Project
   Performance
    	
 
    	
Ghanaian
   Maximum Levels
    	
 
    	
Project
   Performance
   (Units)
   Annual average of
    
	
Parameters
    	
 
    	
Frequency
    	
 
    	
(IFC Units)(22)
    	
 
    	
(IFC Units)
    	
 
    	
(Units)
    	
 
    	
monthly samples
    
	
EMOBF
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Toxicity test (residual   fluid on cutting)
    	
 
    	
As per Ghana requirements
    	
 
    	
Table 1
    	
 
    	
Comply? Y/N(24)
    	
 
    	
 
    	
 
    	
 
    
	
Oil concentration in   cuttings
    	
 
    	
As per Ghana requirements
    	
 
    	
As per ESRS
    	
 
    	
Comply? Y/N(25)
    	
 
    	
 
    	
 
    	
 
    
	
Hg in stock barite
    	
 
    	
As per Ghana requirements
    	
 
    	
1 mg/kg
    	
 
    	
mg/kg
    	
 
    	
 
    	
 
    	
 
    
	
Cd in stock barite
    	
 
    	
As per Ghana Requiremetns
    	
 
    	
3 mg/kg
    	
 
    	
mg/l
    	
 
    	
 
    	
 
    	
 
    
	
COMPLETION/WORK-OVER   FLUIDS
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Completion and Well   Work-over Fluids - Oil and Grease (maximum daily)
    	
 
    	
Continuous
    	
 
    	
42 mg/l
    	
 
    	
mg/l
    	
 
    	
 
    	
 
    	
 
    
	
Completion and Well   Work-over Fluids - Oil and Grease (30 day average)
    	
 
    	
Daily
    	
 
    	
29 mg/l
    	
 
    	
mg/l
    	
 
    	
 
    	
 
    	
 
    
	
Completion and Well   Work-over Fluids – pH
    	
 
    	
Continuous
    	
 
    	
>5
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

5.4. Solid Waste Management

 

The Project is required to monitor methods of collection, storage, handling, recycling, reuse and/or disposal of solid waste, and report these methods and measured quantities to IFC. Please complete the information below.

 

Solid Waste Management Summary

 

	
Solid Waste Type
   Includes description
    	
 
    	
Annual
   Quantity
    	
 
    	
Project Method of Storage, Handling and/or Treatment
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    


 




(24) If non-compliance, provide justification, demonstrating that the achieved performance level is protective of the human health and the environment.

 

(25) If non-compliance, provide justification, demonstrating that the achieved performance level is protective of the human health and the environment.

 

47











 

	
Solid Waste Type
   Includes description
    	
 
    	
Annual
   Quantity
    	
 
    	
Project Method of Storage, Handling and/or Treatment
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Solid Waste Type
   (Same as Above,
   Description not Included)
    	
 
    	
Project Method of Recycling, Reuse or Disposal(26)
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    


 

5.5. Hazardous Materials Management

 

Hazardous materials are those materials that represent an excessive risk to property, the environment or human health because of their physical and/or chemical characteristics.  Examples include explosives, toxic or flammable gases, flammable liquids and solids, oxidizing substances, radioactive materials and corrosive substances.

 

The Project is required to monitor methods of collection, storage and disposal of hazardous materials(27), and report these methods and measured quantities to IFC. Please refer to the Hazardous Materials Management guideline for additional information.

 




(26) Describe disposal method (e.g. landfill, incineration, land farming, reuse, etc.) Provide name and location of disposal facility used; state if waste is sold as byproduct, scrap or a material to be used by others; state name and business of purchaser. Provide additional sheets as needed to fully describe disposal, organizations involved in waste management, facility permits, and agency authorizations.

 

(27) Hazardous materials include ignitable, reactive, flammable, radioactive, corrosive and toxic substances.

 

48











 

1.                                     Please update us on your Hazardous Materials Management Program. You should include your Emergency Preparedness and Response Plans, and if available, your Hazardous Materials Risk Management Plan, Hazardous Materials Transportation Plan and/or Hazardous Waste Management Plan.

 

Please complete the information below unless included in updated version of the Hazardous Materials Management Program. If included, please specify.

 

Hazardous Materials Management Plan Summary

 

	
Hazardous Material
   (Name and Number UN/CAS)
    	
 
    	
Class or division(28)
    	
 
    	
Annual Quantity
    	
 
    	
Maximum Quantity
   Stored on Site
    
	
Hazardous Materials Used
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Hazardous Waste Produced
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

	
Parameters
   (Same Parameters as
   Above)
    	
 
    	
Project Method of Storage, Handling
   and/or Treatment(29)
    	
 
    	
Project Method of Disposal(30)
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    


 




(28) UN classification (1. Explosives; 2. Gases ; 3. Flammable liquids ; 4. Flammable solids ; 5. Oxidizing substances ; 6. Toxic and infectious substances ; 7. Radioactive material; 8. Corrosive substances; 9. Miscellaneous hazardous materials.)

 

49











 

	
Parameters
   (Same Parameters as
   Above)
    	
 
    	
Project Method of Storage, Handling
   and/or Treatment(29)
    	
 
    	
Project Method of Disposal(30)
    
	
Hazardous Materials Used
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Hazardous Waste Produced
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    


 

5.6. Information on Exceedances

 

Provide the following information for monitoring data which exceed IFC guideline levels.  This refers to data presented in Section 5, Quantitative Data Reports to Illustrate Compliance with IFC EHS Guidelines and Ghana Regulations.  Provide the information in the table for each parameter exceeded.

 

	
Monitoring
   parameter that
   exceeds IFC
   guidelines and
   local regulations
    	
 
    	
Cause for
   monitoring
   parameter
   exceedance
    	
 
    	
Corrective action
   plan
    	
 
    	
Completion date
    	
 
    	
Cost
    	
 
    	
% Complete/
   Status
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 




(29) State how hazardous materials / waste is stored on site (e.g. drums, bins, and other containers) and handled (including transported). Provide additional sheets as needed to fully describe disposal, organizations involved in management, facility permits and agency authorizations.

 

(30) Report on method of disposal for hazardous waste used only.

 

50











 

	
Monitoring
   parameter that
   exceeds IFC
   guidelines and
   local regulations
    	
 
    	
Cause for
   monitoring
   parameter
   exceedance
    	
 
    	
Corrective action
   plan
    	
 
    	
Completion date
    	
 
    	
Cost
    	
 
    	
% Complete/
   Status
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 

5.7. Biodiversity (for Jubilee Field only)

 

The Project is required to comply with PS 6 and to develop a specific policy and procedures to ensure that traffic and operations of drilling vessels, support vessels and helicopters will minimize disturbance to marine mammals and to wildlife.  The Project is required to prepare a summary report of activities during the reporting year, and to submit the report to IFC annually.   The report should include the following details:

 

·                 Implementation of the training program for vessel’s and helicopter’s operators in marine mammal observation and monitoring.

·                 Statistics and description of the marine mammal observations in the Project’s area of influence.

·                 Implementation of operational procedures to minimize disturbance to wildlife, including the coastal area potentially affected by the Project’s activities and specifically the Amansuri wetland.

·                 Incidents reported.

·                 Other relevant initiatives, including biodiversity surveys, monitoring.

 

51











 

6             REPORTS TO ILLUSTRATE COMPLIANCE WITH IFC SOCIAL POLICIES AND HOST COUNTRY REGULATIONS

 

6.1          Labor

 

The Project is required prepare a summary report of human resources activities and contacts during the reporting year, and submit the report to IFC annually.  The Project is required to summarize progress, specific achievements, and shortcomings during the reporting year.

 

1.              Please provide labor statistics, including number of employees (skilled, semiskilled and unskilled; by gender) and main contractor’s employees (skilled, semiskilled and unskilled; by gender).  Please provide details of retired and terminated (laid-off) workers for this reporting year by gender.

 

2.              Please report on implementation of the Human Resources Policy, including an update on terms of employment, compensation and benefits.

 

3.              Have there been any problems/ issues during implementation?  Please provide statistics relevant to workforce grievances and their management

 

4.             Have any additional issues arisen since the last report?  If yes, what are these issues?

 

5.              Describe the compensation packages for termination and retirement.  What are the differences between these two types of packages?

 

6.              Please describe all meetings with worker’s organizations or worker’s representatives, the issues raised, and the agreements reached.

 

6.2          Community Development

 

Please describe all interactions the Project has with the community including, but not limited to, a community relations program, meetings and activities with interested stakeholders, a charitable foundation, staff dedicated to community issues. Please include the following points in your description:

 

a.              Activity name

 

b.              Activity description

 

c.               Activity schedule

 

d.              Number of individuals benefited

 

e.               Annual budget for such programs

 

f.                The company’s personnel allocation to monitor community programs

 

g.               Any reports the company produces pertaining to community development programs or projects

 

52











 

6.3          Public Consultation and Disclosure

 

The Project is required to monitor public consultation and disclosure activities described in detail in the Project Public Consultation and Disclosure Plan, to prepare a summary report of activities during the reporting year, and to submit the report to IFC annually.

 

1.              Please describe the public consultation and disclosure activities to date and planned.   For general informal meetings, political/technical group informal meetings,  rural community group informal meetings and formal public hearings please include:

 

a.             the meeting date or planned meeting date,

 

b.             meeting subject,

 

c.              affected influence area, and

 

d.             attendees.

 

2.              Please provide an update on the implementation of the grievance management mechanism for the Jubilee Field Project and relevant statistics.  Please also include information on resolutions activities, pending cases, time needed to close a grievance, number of court cases and their status. Please provide a copy of the grievance register.

 

6.4          Community Safety and Security

 

The Project is required to monitor activities described in detail in the program to avoid intrusion into the safety zones and to minimize risks to the fishing boats, to prepare a summary report of activities during the reporting year, and to submit the report to IFC annually.

 

The report should include the following details:

 

·                 Update on the implementation of the education program for the nearby villages and other fishers known to use the project area.

 

·                 Implementation of the procedure for warning boats away from the safety zone.

 

·                 Update on the management of boat traffic to the offshore facilities.

 

·                 Update on the activities involving security forces, including Ghanaian police or military.

 

·                 Incidents, accidents and security statistics.

 

53











 

7             PROGRESS ON IMPLEMENTING THE ENVIRONMENTAL AND SOCIAL ACTION PLAN

 

ENVIRONMENTAL AND SOCIAL ACTION PLAN

Kosmos Energy II (#31179)

October 16, 2011

 

	
Item
    	
 
    	
Task
    	
 
    	
Indicator of Completion
    	
 
    	
Required Completion Date
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Performance   Standard 1 — Social and Environmental Assessment and Management Systems
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
1.
    	
 
    	
Corporate HSEC Management   System.  Kosmos Energy will develop its Corporate HSEC Management System to   ensure that Applicable Projects are assessed and managed according to IFC’s   Performance Standards and applicable World Bank Group EHS Guidelines.
    	
 
    	
(a) The Company has submitted a   Development and Implementation Plan, including time-bound targets, for Kosmos   Energy HSEC Management System acceptable to IFC.  

 
    	
 
    	
(a) March 2011
    
	
(b) Documentation that the   Development and Implementation Plan for the Kosmos Energy HSEC Management   System is being implemented.
    	
(b) Based on schedule in the   Development and Implementation Plan
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
2.
    	
 
    	
Country HSEC Management System.  Kosmos   Energy will develop country-specific HSEC Management Systems to ensure that   Applicable Projects are assessed and managed according to IFC’s Performance   Standards and applicable World Bank Group EHS Guidelines
    	
 
    	
(a) The   Company has submitted a Development and Implementation Plan, including   time-bound targets, for Kosmos Energy HSEC Management System acceptable to   IFC.  

 
    	
 
    	
(a) After March 2011 and prior   to the start of any material operation of an Applicable Project.  
    
	
 
    	
 
    	
 
    	
(b) Documentation that the   Development and Implementation Plan for the Kosmos Energy HSEC Management System   is being implemented
    	
 
    	
(b) Based on schedule in the   Development and Implementation Plan
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
3.
    	
 
    	
Training.  Training   in the IFC’s Performance Standards and the applicable EHS Guidelines will be   provided to those involved with the risk management of Applicable Projects.
    	
 
    	
(a) The Company has developed a   Training Plan that incorporates the Performance Standards and relevant IFC   EHS Guidelines  

 
    	
 
    	
(a) March 2011  

 
    
	
(b) Evidence of training provided to   all regional and line managers.  

 
    	
(b) August 2012
    
	
(c) Periodic training sessions to   onboard new regional and line managers and to provide managers with updates.
    	
(c) discussed in the Annual   Monitoring Reports (AMR)
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
4.
    	
 
    	
HSE Review Procedure. Kosmos Energy will configure a procedure under the HSEC Management   System to ensure that the Vice President responsible for HSEC reviews all   Applicable Projects to ensure 
    	
 
    	
(a) The Company has drafted a   procedure.  

 
    	
 
    	
(a) Condition of disbursement on any   non-Jubilee Applicable Project, but no later than June 2012.  

 
    
	
 
    	
 
    	
 
    	
 
    	
(b) The Company has adopted the   procedure for all 
    	
 
    	
(b) Finalise and adopt 30 days after  IFC’s acceptance of draft.  
    


 

54











 

	
Item
    	
 
    	
Task
    	
 
    	
Indicator of Completion
    	
 
    	
Required Completion Date
    
	
 
    	
 
    	
that they are evaluated and managed   according to the IFC Performance Standards and applicable World Bank Group   EHS Guidelines.
    	
 
    	
Applicable Projects.  

 

(c) Evidence of Applicable Project   review by the Vice President to show that any Applicable Project is in compliance   with IFC Performance Standards, or has shown that the Applicable Project can   come into compliance with the Performance Standards within a reasonable time   period following the implementation of a Supplemental Environmental and   Social Action Plan to be agreed upon between the Company and IFC.
    	
 
    	
 

 

(c) Condition of disbursement for the   Applicable Project. Applicable timetable for any Applicable Project according   to the specified in the Applicable Project-specific Supplemental Social and   Environmental Action Plan.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
5.
    	
 
    	
Environment and Social   Management Plan. Each Applicable Project will have an ESMP that   incorporates all measures needed to meet national law, the Performance   Standards, and the EHS Guidelines. The content may vary according to the   risks and issues of the specific Applicable Project, but should include in   each case an Emergency Response Plan (ERP), Spill Control and Response Plan   (SCRP), a Waste Management Plan (WMP), and a Stakeholder Engagement Plan   (SEP) that provides for the local disclosure of the social and environmental   assessment documents, including the ESMP itself.
    	
 
    	
(a) ESMP developed for each Applicable   Project, and agreed upon with IFC.

 
    	
 
    	
(a) Prior to mobilization of the   Applicable Project.  

 
    
	
(b) Publicly disclose the ESMP
    	
(b) Based on schedule in the Applicable   Project SEP.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Performance   Standard 3 — Pollution Control and Abatement
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
6.
    	
 
    	
Well Control Continuous   Improvement Program. To ensure that Kosmos drilling programs,   particularly in deep water, follow good international practice as identified   by the International Association of Oil and Gas Producers (OGP) with respect   to well control, Kosmos will undertake at least an annual review of its well   control procedures and their conformity with good international practice.
    	
 
    	
(a) Undertake an annual review of its   well control procedures benchmarked again OGP recommendations and develop an   action plan for closing any gaps  

 
    	
 
    	
(a) Annually
    
	
(b) Keep IFC informed on the preparation   of recommendations from the OGP
    	
(b) Any changes in the well control   procedure as a result of the review to be reported in the AMR
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
7.
    	
 
    	
Spill Incident Continuous   Improvement Program. To ensure that Kosmos operations follow good   international practice as identified by the International Association of Oil   and Gas Producers (OGP) with respect to intervention and 
    	
 
    	
(a) Undertake an annual review of the   spill incidence intervention and response capabilities available to it and   develop an action plan for using reasonable endeavors to close any gaps.  

 
    	
 
    	
(a) Annually
    
	
 
    	
 
    	
 
    	
 
    	
(b) Keep IFC informed on the preparation   of 
    	
 
    	
(b) Any changes to the incident   intervention and response 
    


 

55











 

	
Item
    	
 
    	
Task
    	
 
    	
Indicator of Completion
    	
 
    	
Required Completion Date
    
	
 
    	
 
    	
response to well   incidents, Kosmos will undertake at least an annual review of the   intervention and response capabilities available to operations and their   consistency with good international practice.
    	
 
    	
recommendations from the OGP
    	
 
    	
capabilities to be reported in the AMR.
    


 

56












 

APPENDIX 6

 

Form of Revenue Disclosure

 

	
Type of Payment
    	
 
    	
National
   Government
    	
 
    	
Local Government   (31)
    	
 
    	
Total
    	
 
    
	
Royalties
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Bonus Payments
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
License Payments and Fees   (other than routine nominal administrative fees)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Profits/dividends paid to Government
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Profits/income Tax
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Value of Profit Oil delivered to government
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Other fiscal benefits to government (specify)
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
(i) 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
(ii)....
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Totals
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 




(31)  Insert further columns when more than one region/province/state are involved.

 

 

57











 

SIGNATURES TO THE IFC FACILITY AGREEMENT

 

 

	
The Original Borrower
    
	
 
    
	
EXECUTED BY:
    
	
 
    
	
KOSMOS ENERGY FINANCE   INTERNATIONAL
    
	
 
    
	
By:
    
	
 
    
	
Name:
    
	
 
    
	
Title:
    
	
 
    
	
 
    
	
The Original Guarantors
    
	
 
    
	
EXECUTED BY:
    
	
 
    
	
KOSMOS ENERGY OPERATING
    
	
 
    
	
By:
    
	
 
    
	
Name:
    
	
 
    
	
Title:
    
	
 
    
	
 
    
	
EXECUTED BY:
    
	
 
    
	
KOSMOS ENERGY GHANA HC
    
	
 
    
	
By:
    
	
 
    
	
Name:
    
	
 
    
	
Title:
    


 

58











 

	
EXECUTED BY:
    
	
 
    
	
KOSMOS ENERGY DEVELOPMENT
    
	
 
    
	
By:
    
	
 
    
	
Name:
    
	
 
    
	
Title:
    
	
 
    
	
 
    
	
EXECUTED BY:
    
	
 
    
	
KOSMOS ENERGY INTERNATIONAL
    
	
 
    
	
By:
    
	
 
    
	
Name:
    
	
 
    
	
Title:
    


 

59











 

	
The Lender
    
	
 
    
	
EXECUTED BY:
    
	
 
    
	
INTERNATIONAL FINANCE   CORPORATION
    
	
 
    
	
 
    
	
By:
    
	
 
    
	
Name:
    
	
 
    
	
Title:
    
	
 
    
	
 
    
	
The Facility Agent
    
	
 
    
	
EXECUTED BY:
    
	
 
    
	
BNP PARIBAS
    


 

	
By:
    	
 
    	
By:
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Name:
    	
 
    	
Name:
    	
 
    
	
Title:
    	
 
    	
Title:
    	
 
    


 

60