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RECOMMENDED GUIDELINES
NORWAY JOINT VENTURE AUDIT
Norwegian Oil and Gas Association recommended guidelines for Norway Joint Venture Audit
No.: 032.
Established:
01.01.92
Revision no: 7
Page: 2
CONTENT
CONTENT ............................................................................................................................................................. 2
1
INTRODUCTION...................................................................................................................................... 4
3.
3.2
Preparation for an Audit ........................................................................................................................ 7
3.2.1
The Lead Auditor ............................................................................................................................ 7
3.2.2
Overheads / MultiVenture Audits ................................................................................................... 7
3.2.3
Notification to Partners for License Audits ..................................................................................... 8
3.2.4
Notification of Audit to Operator .................................................................................................... 8
3.2.5
Audit Information ........................................................................................................................... 9
3.3.
4.
4.1.
4.2.
4.3.
4.4.
4.5.
4.6.
4.7.
4.8.
4.9.
5.
5.2
6.
7.
Norwegian Oil and Gas Association recommended guidelines for Norway Joint Venture Audit
No.: 032.
8.
Established:
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Revision no: 7
Page: 3
2009/2010 ............................................................................................ 17
2.
3.
Transportation Charges............................................................................................................................ 18
4.
APPENDIX B Standard Format for Request and Delivery of Electronic Transaction Data v/
attachments....................................................................................................................................................... 19
APPENDIX C Suggested Audit Report Format ......................................................................................... 25
APPENDIX D Format Stand Still Agreement ............................................................................................. 26
Norwegian Oil and Gas Association recommended guidelines for Norway Joint Venture Audit
No.: 032.
Established:
01.01.92
Revision no: 7
Page: 4
INTRODUCTION
These Norway Joint Venture Audit Guidelines provide the framework around which
Joint Venture audits in Norway should be conducted. They address the preferred
approach for the conduct of Joint Venture audits in Norway and define the planning and
conduct of audits, the communication between the audit team and the Operator, the
reporting, follow-up and close-out of audits, as well as some administrative procedures
inherent in the Joint Venture audit process. It affects both Financial (Charges /
Expenditure / Revenues (Tariff)) audits and Hydrocarbon (Measurement / Allocation)
audits. Audit scope and coverage details need to be determined by each individual audit
team, and are not covered by these Guidelines.
As of 1.6.2010, changes have been made in the following chapter: New Appendix D.
Norwegian Oil and Gas Association recommended guidelines for Norway Joint Venture Audit
No.: 032.
Established:
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Revision no: 7
Page: 5
Under such an agreement these charges shall be excluded from the dedicated audit of the
Joint Operations. The provisions in Articles 1.4.1.1 and 1.4.1.2 shall also apply to such joint
audits.
List the unresolved audit claim on the agenda for the next ordinary management
committee meeting and together with the notice of the meeting give a written summary
of the communication and treatment of the unsettled audit claim(s),
ii)
in case of a joint audit of the Operators Indirect costs and cost allocation systems
that are common to all operatorships convene the Partner forum for dealing with
unresolved audit claims
A party may propose the use of a jointly appointed independent expert to give an opinion on
unsettled audit claims or an alternative simplified dispute solution for the solution of any
unresolved audit claim. Such decision requires unanimous agreement among the Parties.
Norwegian Oil and Gas Association recommended guidelines for Norway Joint Venture Audit
No.: 032.
3.
Established:
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Page: 6
Step
Timing
->1
months
+1 month
Min 30 days
prior to Field
Work start
Action
Responsible
Appointed
COORDINATOR
Notification to Operator
Operator and
Partner Lead
Partner Lead
Approx 30
days after FW
close
+3 months
3 months after
FW close
+6 months
3 months after
receipt of
Report
+12 months
9 months after
receipt of
Report
Nominated Lead
Partner Company
Nominated Lead
Partner Company
Operator
Norwegian Oil and Gas Association recommended guidelines for Norway Joint Venture Audit
No.: 032.
Established:
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Revision no: 7
Page: 7
Distribution of the result from the Work meeting for agreed audit schedule shall be made
no later than end of September together with an updated contact person and address list
for all companies involved in Norway Joint Venture license audits. Any subsequent
changes to the audit schedule need to be agreed in writing between the Operator and all
Non-Operators of the license, group of licenses, or operating unit concerned.
The Appointed Coordinator has the overall responsibility for coordinating and
nominating a lead company. Partners are expected to take an active role to volunteer for
the lead role. If an Audit Committee exists, such Audit Committee shall be responsible
for coordinating the audit and finding a lead company. Otherwise, the Non-Operator
with the largest share shall carry this responsibility. If audits are deferred beyond the two
year time frame stipulated in the standard audit clause, the Non-Operators need to obtain
agreement from the Operator that their audit rights for the period beyond the past two
years are not lost.
3.2
Norwegian Oil and Gas Association recommended guidelines for Norway Joint Venture Audit
No.: 032.
Established:
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Revision no: 7
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You want to participate with an auditor and cost share. If yes, please name
your representative(s).
You want to cost share only, in order to receive a copy of the audit report and
follow-up correspondence.
You neither want to participate nor to cost share
Where appropriate, distribute a draft audit program to all participating NonOperators including the audit scope, objectives, necessary system descriptions and
a suggested work program for comments in due time before the audit. The
individual auditor should bring to the attention of the Lead Auditor any additional
subjects to be included in the audit program.
Clarify audit cost sharing.
Norwegian Oil and Gas Association recommended guidelines for Norway Joint Venture Audit
No.: 032.
Established:
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Revision no: 7
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Whenever applicable or appropriate the Operator should comply with Lead Auditor's
request for electronic data submission. The request should be made to the Operator's
Audit Coordinator well in advance of the audit field work. Data related to audits
scheduled for the whole year shall be available in January/February. The Audit
Coordinator should provide the Lead Auditor with the electronic data as soon as possible
and not later than 3 weeks prior to audit start-up.
The Operator should, as part of the data submission, provide the Lead Auditor with a
description of the file standard layout, as described in appendix C. Relevant supporting
tables must be supplied. The Operator must assure and confirm the quality and
completeness of transaction data by reconciling the transaction data with the billing
statement(s). Provision of transaction data on CD-ROMs would normally make
hardcopies/printouts of transaction lists superfluous. Any need for such hardcopies
should specifically be requested by the Lead Auditor. The data from the Operator are
confidential and must be treated accordingly, and the content of the electronic medium
should be made waste upon closure of the audit.
Norwegian Oil and Gas Association recommended guidelines for Norway Joint Venture Audit
No.: 032.
Established:
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Revision no: 7
Page: 10
electronic data and the accounting system and notify the Lead Auditor accordingly. The
Audit Coordinator shall have sufficient experience and knowledge of the Norwegian joint
venture operations to coordinate the audit efficiently. The Operator shall ensure that the
Audit Coordinator's position is such that it facilitates the resolution of audit issues and
exceptions. The Audit Contact Person(s) shall have sufficient experience and knowledge
with regards to the electronic data and the accounting system. Specifically the Audit
Coordinator should:
-
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Norwegian Oil and Gas Association recommended guidelines for Norway Joint Venture Audit
No.: 032.
4.
Established:
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Each auditor will be responsible for carrying out and complementing detailed work and
test required in the areas assigned. Before reviewing a specific area, the auditor should
consult with the Lead Auditor to clearly define the objectives of the review and to
identify methods that might be employed to perform the review. Each auditor is
responsible for completing each review within the assigned mandays or to communicate
as soon as possible to the Lead Auditor that the review will not be completed within the
assigned mandays. After discussion with the auditor, the Lead Auditor will decide
whether the review is to be curtailed to stay within the mandate budget, or whether
additional mandays should be provided to complete the review.
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Norwegian Oil and Gas Association recommended guidelines for Norway Joint Venture Audit
No.: 032.
Established:
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The Lead Auditor shall inform all team members regularly of all issues raised during the
audit, the replies received from the Operator, and the overall progress of the audit against
the original plan and program. If desired, weekly progress review meetings can be held
including the audit team, Audit Coordinator and appropriate Operator personnel.
Norwegian Oil and Gas Association recommended guidelines for Norway Joint Venture Audit
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Established:
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Revision no: 7
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All AE shall have the status of OPEN, ACCEPTED, CLOSED (e.g. when correction
vouchers have been issued) or WITHDRAWN. There should be a reference if the
exception is MF (Monetary Finding) or PF (Procedural), or both.
For Hydrocarbon (Measurement / Allocation) Audit Exceptions, additional reference to
one or several numbered observations attached to the report, may be useful additions.
Norwegian Oil and Gas Association recommended guidelines for Norway Joint Venture Audit
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If other audit exceptions are identified during the audit follow up, the partners could
request the operator to include these in the Stand Still Agreement.
5.
AUDIT REPORT
A formal audit report shall be released to the Operator not later than three months after
field work completion (deadline date to be confirmed in the minutes from Follow-up
meeting). It shall include a summary of all issues reviewed by the auditors with relevant
comments to the treatment in accounts and vouchers. The audit report shall be addressed
to the appropriate Management level above the unit audited within the Operator's
organization, e.g. Operators MC Chairman as referenced on License Web. The report
shall be signed in accordance with the Lead Auditor's company policy, and copies shall
be sent to all participating Non-Operators and partners having chosen to cost share only.
An essential element in the report is the Summary of Audit Exceptions to keep track of
status for all Exceptions / Recommendations until close status. The summary will
facilitate other participating companies follow-up and communication with their
management. AE Format and further recommended details in the report, ref Appendix C.
5.1
Operators rebuttal
The Operator shall give a written reply to the report within 3 months from receipt thereof.
The Operator's reply shall be addressed to the Lead Auditor's company Audit Manager. If
a Non-Operator has comments to the Operators written reply, such comments shall be
submitted in writing via the Lead Auditor. The Operator shall give a written reply to the
comments.
The Operator's reply shall identify all agreed audit adjustments/corrections with the
corresponding voucher references and booking dates. The Lead Auditor's company is
responsible for coordinating the review and discussion of the Operator's reply with the
other audit participants and the conduct of any further follow-up correspondence with the
Operator.
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Norwegian Oil and Gas Association recommended guidelines for Norway Joint Venture Audit
No.: 032.
5.2
Established:
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Revision no: 7
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List the unresolved audit claim(s) on the agenda for the next ordinary
management committee meeting and together with the notice of the meeting
give a written summary of the communication and treatment of the unsettled
audit claim(s),
in case of a joint audit of the Operators Indirect costs and cost allocation
systems that are common to all operatorships convene the Partner forum for
dealing with unresolved audit claims
A Party may propose the use of a jointly appointed independent expert to give an
opinion on unsettled audit claims or an alternative simplified dispute solution for the
solution of any unresolved audit claim. Such decision requires unanimous agreement
among the Parties.
6.
7.
PARTICIPATION ENTITLEMENT
Prior to each audit, all Non-Operators shall be requested to indicate their desired
participation in the forthcoming audit. Participation can be through a member on the team
and cost sharing or through cost sharing only. When nominating the audit team, efforts
shall be made to accommodate all Non-Operators wishing to participate.
All Non-Operators participating in the audit with an auditor will receive copies of all
correspondence relating to the audit. In addition, they are expected to participate actively
in the audit program preparation, the review and finalization of the audit report, and the
audit follow-up and close out process.
Non-Operators which only participate through cost sharing will receive a copy of the
audit report to the Operator and copies of all follow-up correspondence. They are also
entitled to request the Lead Auditor to include specific items in the audit program. The
audit program, audit memoranda and replies, and other selected information from the
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Norwegian Oil and Gas Association recommended guidelines for Norway Joint Venture Audit
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work paper files will be made available on written request to the Lead Auditor.
Non-Operators which do not participate by providing an auditor or agree to share in the
audit costs will not receive a copy of the audit report, nor are they entitled to any other
information relating to the audit.
8.
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Norwegian Oil and Gas Association recommended guidelines for Norway Joint Venture Audit
No.: 032.
Established:
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Revision no: 7
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1.
Per diem for auditors' salary plus departmental overhead costs 6.500 NOK/Day
Per diem for out of town auditors
2.500 NOK/Day
Per diem for local auditors
300 NOK/Day
The above rates will be adjusted each year from the start of the year based on the Consumer Price
Index (CPI) of Statistics Norway as of 15 July the preceeding year. Basis is July 2009. First
adjustment will be on 1 January 2011.
2.
The per diem rate (a) applies to all auditors including the Lead Auditor.
The per diem rate (a) applies to full working days only.
The Lead Auditor can charge per diem rate (a) for an additional 10 days for audits
of up to 2 weeks and 15 days for audits of 3 weeks or more to cover audit
preparation, report writing and audit follow-up work. (b) and (c) do not apply.
The initial per diem rate for out of town auditors (b) is made up as follows:
Hotel 1,700 NOK, meals 500 NOK, local transport, incidentals, etc. 300 NOK.
Out of town auditors can charge the per diem rate (b) for all intermediate
weekends (2 days) for which no return fares are reimbursed.
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Norwegian Oil and Gas Association recommended guidelines for Norway Joint Venture Audit
No.: 032.
Established:
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Revision no: 7
3.
Transportation Charges
3.1.
Air fares will be charged to the audit costs on the following basis:
-
Page: 18
Norwegian base auditor location: One return trip for every week or part of a week
European base auditor location: One return trip economy premium class for every
two weeks or part of two weeks.
Outside Europe base auditor location: One return trip business class per audit
(four weeks duration or more)
3.2.
At locations with insufficient public transport or remote office locations, the cost of one
rental car can be charged to the audit costs. Car rental shall be made on the most
economic basis available to the audit team.
3.3.
Additional transportation charges for audit visits to Operator's branch offices or operating
locations, contractor offices etc. (plane, train, ferry) can also be charged to the audit costs.
To the extent possible, however, such visits shall be combined or covered with air fares
under 3.1 or car rental under 3.2 above. All other costs associated with travel hereunder
are deemed to be covered under the per diem rates in 1. above.
3.4.
Additional transportation charges for a visit by the Lead Auditor to the Operator for one
additional visit prior to or after the audit can be charged to the audit costs.
4.
4.1.
Financial Audits: Under individual licenses, operating units or group of licenses, audit
costs shall be shared on the basis of each Non-Operator's financial share in the license or
unit, adjusted to exclude the Operator's share and also any Non-Operators who have
elected not to participate in cost sharing. By financing share is meant the Non-Operator's
payment as per the Billing Statement.
4.2
4.3
Overhead Audits: For specific overhead and indirect costs audits the following method
of cost sharing should be applied for all audits:
Each non-operator participating in the audit team bears his own costs.
Non-participating non-operators wishing the report and follow-up correspondence pay
NOK 30.000
Income on sale of reports is collected by and credited to the Non-Operator leading the
audit to compensate for extra time on planning, administration, report writing and followup.
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Norwegian Oil and Gas Association recommended guidelines for Norway Joint Venture Audit
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OPERATOR
Postbox 999
9999 CITY
Attn.: Audit Coordinator
Audit of Unit:
, Year(s)
With reference to the Norwegian Joint Venture Audit Guidelines, Chapter 3.4 and Appendix C,
we hereby request transaction data for the above unit with the record layout as shown in the
specification enclosed.
Please complete and return the attached information sheet, preferably as an e-mail attachment,
giving details of how the transaction data is organized and any reconciling items required to
agree the transaction data back to the Billing statement as at 31/12- ______.
The transaction data together with supporting tables should be stored in an appropriate medium
and forwarded, together with the completed information sheet, to the lead auditor within
_________________.
Regards,
Nnnnnnn Nnnnnnnnnn
Lead Auditor
Information to be addressed to:
COMPANY
Address
Att: Nnnnnnn Nnnnnnnnnn, Audit Dept.
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Norwegian Oil and Gas Association recommended guidelines for Norway Joint Venture Audit
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Audit:
Company:
Auditable Unit:
Year:
II
Transaction Reconciliation:
Total Expenditure as of:
NOK:
NOK:
III
File Specification:
We confirm that the transaction file has the following specification:
(See below for detailed definition of the format)
a)
b)
c)
d)
e)
f)
g)
h)
i)
ASCII format
Total length is fixed 244 characters
Position 1 and 244 include information in all records
Data is non-compressed or receiver has confirmed that he could decompress the files.
All dates are in YYMMDD format
Negative amounts should be given leading minus sign (No brackets)
No thousand separators on numerical data
Decimal point is"."
Each line ends with Carriage Return/Line Feed (ASCII 013 and 010)
b)
Norwegian Oil and Gas Association recommended guidelines for Norway Joint Venture Audit
No.: 032.
Established:
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Revision no: 7
a)
b)
c)
d)
e)
f)
g)
h
i)
IV
Electronic Data:
Name:
Phone:
Fax:
e-mail:
Accounting System:
Name:
Phone:
Fax:
e-mail:
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RECORD SPECIFICATION
Please specify the complete accounting string necessary for carrying out the audit
and as downloaded on diskette.
Field Name 1)
Start
Field length Field type 2)
position
1,00
1,00
2,00
3,00
4,00
5,00
6,00
7,00
8,00
9,00
10,00
11,00
12,00
13,00
14,00
15,00
16,00
17,00
18,00
19,00
20,00
21,00
22,00
23,00
24,00
Notes:
1) Field name used by the Operator
2) Field type: Numerical (NUM) or Alpha-numerical (ALPHA)
The last field must be: End of record delimiter, Field length: 1, Field type: Alpha.
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Norwegian Oil and Gas Association recommended guidelines for Norway Joint Venture Audit
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VI
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1) Chart of accounts:
Description
Field Name
Filename
Length
Field
length
1,00
2,00
3,00
4,00
2) ...........................
Description
Field Name
Filename
Length
Field
length
1,00
2,00
3,00
4,00
3) ....................
Description
Field Name
Filename
Length
1,00
2,00
23
Field
length
Norwegian Oil and Gas Association recommended guidelines for Norway Joint Venture Audit
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Established:
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Page: 24
3,00
4,00
If needed, add an additional page 5 with description of more supporting tables.
RECORD SPECIFICATION - EXAMPLE:
(According to the former standard for downloading transaction data)
1,00
2,00
3,00
4,00
5,00
6,00
7,00
8,00
9,00
10,00
11,00
12,00
13,00
14,00
15,00
16,00
17,00
18,00
19,00
20,00
21,00
22,00
23,00
24,00
Standard Field
Name
LICENCE/PROJECT
NATURE OF COST
COST CENTER
COMMITMENT REF.
AFE
VOUCHER SERIES
VOUCHER NUMBER
BOOK DATE
PERIOD
VENDOR ID
AMOUNT, CURRENCY
CURRENCY CODE
AMOUNT NOK
VAT CODE
CREDIT/DEBIT CODE
DESCRIPTION/TEXT
ADDITIONAL INFO 1
ADDITIONAL INFO 2
ADDITIONAL INFO 3
ADDITIONAL INFO 4
ADDITIONAL INFO 5
ADDITIONAL INFO 6
ADDITIONAL INFO 7
End of record delimiter
Start
position
1,00
11,00
21,00
31,00
41,00
51,00
61,00
71,00
77,00
81,00
91,00
106,00
116,00
131,00
136,00
137,00
162,00
170,00
178,00
186,00
193,00
218,00
231,00
244,00
Standard
Actual Field
field length
name 1)
10,00
10,00
10,00
10,00
10,00
10,00
10,00
6,00
4,00
10,00
15,00
10,00
15,00
5,00
1,00
25,00
8,00
8,00
8,00
7,00
25,00
13,00
13,00
1,00
Dummy Character ":"
Field
type 2)
ALPHA
Used
length 3)
1,00
2)
3)
Indicate the used length of text fields. If the field is not in use, indicate with N.A. (Not applicable)
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Norwegian Oil and Gas Association recommended guidelines for Norway Joint Venture Audit
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2.
Management summary (no need to repeat from Fact book, from audit Program or
comprehensive repeat of audit comments)
3.
4.
5.
6.
7.
Description *)
Type
MF /
PF
Amount
Claimed
Amount
Accepted
Amount
Withdrawn
Status
Corr.
Vouch ref.
*) for Hydrocarbon summary, a reference to findings detailed in another spreadsheet may be useful.
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1.
Introduction
A work group has been established with the objective to address and propose a practical
handling of the time bar issue with regards to audit exceptions. The mandate of the group
concerns the issue of time barring in relation to the 24-month audit pursuant to the
Accounting Agreement (hereinafter referred to as the JAA) Section 1.4. For the avoidance
of doubt, 1 year audits are excluded from the mandate of this work group.
The work group consists of the following members:
1.
2.
3.
4.
5.
6.
7.
8.
9.
In the following an overview of the legal provisions which apply will be given in section 2,
including comments concerning the basis for time barring of audit exceptions.1
In section 3 we will present a proposal for a standard procedure on how to avoid audit
exceptions being time barred, and a proposed wording for a standard Stand Still Agreement
can be found in attachment 1 to this report.
2.
2.1.
Limitation period
Any claim for money is subject to limitation in accordance with the Act no 19 of 18 May
1979 relating to the Limitation Period for Claims (hereinafter Limitation Act). The duration
of the general limitation period is 3 years, cf. Section 2 of the Limitation Act.
1 Please note that interpretations herein shall not be binding upon the companies.
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2.2.
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The main rule is that the limitation period runs from the date on which the creditor first has a
right to demand payment/performance and that upon limitation the creditor loses his right to
such payment. Time barring of a claim will also include any interests and similar
supplementary performances related to the claim.
The commencement of the limitation period is determined based on objective considerations
only. Whether the creditor had sufficient information to enforce the claim is not relevant
when assessing the starting point. Lack of necessary information will however be of relevance
when determining when a claim is in fact time barred. This will be further commented below
in section
For a claim with a fixed due date, the due date will be the commencement of the limitation
period. Furthermore, for a claim arising from breach of contract the commencement will be
the date when the relevant breach takes place. However, it is more difficult to determine the
starting point where the parties have not agreed on any due date. In these situations the
commencement of the limitation period will depend on an overall assessment of when the
creditor first has a right to demand performance.
With regards to audit exceptions, these claims are generally based on incorrect
payment/debiting. Audit exceptions can therefore be considered as reimbursement claims
from the licensees (other than the operator). In most cases the commencement of the
limitation period will therefore be the date when the relevant payment from the operator/the
debiting takes place, as this is the date when the licensees first have a right to claim
reimbursement/correction in relation to the joint account. However, this is not a given starting
point - one will therefore in principle have to assess the starting point for each potential
claim.
2.3.
Extension
A creditor may be entitled to a supplementary limitation period if he has not asserted the
claim due to lack of necessary knowledge of the claim or of the debtor, cf. Section 10 of the
Limitation Act. In such cases the period of limitation will expire at the earliest one year after
the date on which the creditor obtained or should have obtained necessary knowledge. This
implies that a claim will not be time barred even though the general limitation period has
expired, if one can prove that the creditor lacked necessary knowledge. Note however that the
start of the supplementary limitation period is not linked to the commencement or expiry of
the general limitation period of 3 years.
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The creditor will lack necessary knowledge when he does not have information concerning
the factual circumstances which makes it reasonable and justifiable to initiate court
proceedings. However, since it is of relevance when the creditor should have obtained
knowledge of his claim, the creditor will to a certain extent have to examine the factual
circumstances in order to be entitled to a supplementary limitation period where relevant. The
debtor must hence act with due care.
With regards to audit exceptions, the licensees will in some cases lack necessary knowledge
of potential claims until the audit work is initiated and the audit report is available. However,
exceptions may apply where for instance specifications have been given to the licensees in
connection with cash calls and/or billings etc.
2.4.
The limitation period can be interrupted by legal action etc. and also by acknowledgement by
the debtor, cf. Section 14 et seq. In relation to acknowledgement, it is sufficient that the
debtor admits that there is basis for the claim, it is not necessary that he consider himself
responsible.
Furthermore, in case of long-lasting discussions between the involved parties it is common at
some stage to enter into a Stand Still Agreement, as it is not desirable that court proceedings
are initiated mainly to interrupt the limitation period. Such stand still agreement shall not, in
any constitute any precedence for how the audit exception is resolved between the operator
and the licensees. The debtor may therefore agree to extend the limitation period after a claim
has arisen. However, the parties may not agree in advance that limitation shall not set in
pursuant to the provisions in the Limitation Act. Such an agreement will be legally void.
2.5.
If one compares the limitation period of 3 years with the procedure for audit as defined in the
JAA, one will see that the 24-month period for carrying out the audit as stated in the JAA
Section 1.4.1 implies that the licensees have limited time to agree on any outstanding issues
before time barring occurs. Also, the audit follow up may lead to time consuming discussions
regarding the audit claims which may in turn be subject to time barring during the
discussions. This can be illustrated with the schedule below:
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Norwegian Oil and Gas Association recommended guidelines for Norway Joint Venture Audit
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Established:
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Revision no: 7
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THE NON COMPATIBILITY FOR AUDIT OF THE TIME BAR ISSUE WITH JOA
Q1
Q2
AUDIT EXECUTION
AUDIT FOLLOW UP
2009
2010
2008
Q3
Q4
Q1
Q2
Q3
Q4
Q1
Q2
Q3
Q4
Q1
Q2
Q3
Q4
AUDIT
AUDIT
REPORT
OPE.
REPLY
TO DEAL WITH
OPEN ISSUES
3.
The work group recommends implementing a standard procedure in connection with the audit
work, so that the issue of time barring and a Stand Still Agreement would automatically be
addressed and handled during the audit work. The work group recommends that this
procedure is implemented in the Norway Joint Venture Audit Guidelines.
Since the parties can not agree in advance that limitation shall not set in, the intention of
entering into a Stand Still Agreement should first of all be addressed and added as an item on
the agenda for the yearly audit meeting where all companies in principle will be represented.
Furthermore, the undertaking of a Stand Still Agreement should be dealt with at the meeting
to be held in accordance with JAA 1.4.1.1, second paragraph where the licensees go through
all outstanding issues from the audit, including any audit exceptions and information requests.
Such meeting is held after the field work has been completed but prior to the issuance of the
audit report. Accordingly, the meeting will as a basis take place within the audit execution
year, and therefore prior to any audit claim being time barred pursuant to the general 3 year
limitation period, cf. the time line illustration above.
Alternatively, if the audit is conducted in Q4 of the audit execution year, undertaking of a
Stand Still Agreement should be dealt with at the end of field work meeting (meeting
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Norwegian Oil and Gas Association recommended guidelines for Norway Joint Venture Audit
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Established:
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Revision no: 7
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normally held at the end of the audit field work and prior to meeting regulated in JAA article
1.4.1.1)
If the operator signs a Stand Still Agreement at at the JAA article 1.4.1.1 meeting or at the
end of field work meeting, one will first of all avoid any audit exceptions being time barred
during the audit follow up for the duration of the agreement. Also, the parties will have a
fixed date to act in accordance with to avoid any time barring, which implies predictability for
all parties. Secondly, by signing an agreement at one of these meetings one can avoid any
discussions concerning commencement of the limitation period, supplementary limitation
period and the question of whether the licensees had necessary knowledge of a claim.
However, in order for the operator to sign a Stand Still Agreement at the JAA article 1.4.1.1
meeting or at the end of field work meeting, the Minutes of Meeting should be prepared and
ready to sign at the end of the meeting. Alternatively, the Agreement may be enclosed the
Minutes of Meeting which shall be sent to the participants for signing shortly after the
meeting is held.
Furthermore, the undertaking of a Stand Still Agreement at the meeting in accordance with
JAA 1.4.1.1 or at the end of field work meeting or alternatively when signing the Minutes of
Meeting following such meeting is based on the assumption that the audit exceptions are
sufficiently identified at this stage. To be covered by the Stand Still Agreement open
information requests must be converted to audit exceptions.
The operator can not undertake an agreement where a claim is not identified or is only
vaguely stated. One does not have to specify any amount or give an estimate with regards to
the relevant claim. However, the frame of each potential claim will, to a certain extent, have
to be specified so that the operator knows which claims the undertaking comprises.
All outstanding audit exceptions identified in the field work will be comprised by the Stand
Still Agreement. If the licensees identify other audit exceptions during the audit follow up,
the partners could request the operator to include these in the Stand Still Agreement. The
operator shall not, however be obligated to accommodate such requests.
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Established:
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[Place, date]
Name:
_________________
[Authorized signature]
31