1.

Purpose
The purpose of this Request for Proposal is to appoint a suitably qualified third-party Lenders’
Independent Environmental and Social Consultant (“the Consultant” or “IESC”) to undertake an
Independent Environmental and Social (“E&S”) due diligence review with the purpose of identifying
whether the Project and any identified Associated Facilities (as defined by IFC Performance
Standard 1) meets the Applicable Standards (as defined below), to be provided to actual or potential
lenders, multilateral agencies and other finance parties (the “Benefited Parties”).
In the event that the Project or any identified Associated Facilities do not meet the Applicable
Standards, the E&S Consultant will report on the gaps identified and agree with the Lenders an
“Environmental & Social Action Plan” (the “ESAP”) to bring the Project into compliance with the
Applicable Standards.
2. Applicable Standards
The performance of the Project in the field of environmental, social and health & safety (“ ESHS”)
assessment and management will be assessed against the following standards, guidelines and best
practices (the “Applicable Standards”):

 Applicable local and national requirements related to environment, occupational safety,

health and social legislations;
 International Law including conventions and treaties adopted, ratified/ signed by Ghana and
applicable to the Project;
 International Labour Organisation (“ILO”) Maritime Labour Convention;
 IFC Performance Standards for Environmental and Social Sustainability (2012) For the sake
of good order, Aker Energy notes that the following standards are deemed applicable for this
project; PS1-6 and PS 8;

 IFC EHS General Guidelines (2007);

 IFC EHS Guidelines for Offshore Oil and Gas Development (2015);
 Applicable World Bank Group EHS Guidelines (both general and sector-specific);
 The Equator Principles III (June 2013);
 Key applicable E&S-related International Maritime Organisation (“IMO”) Conventions and
Codes
 OECD Common Approaches
 Oil and Gas sector’s best practices and industry standards including:
o The good practice guidance of the International Petroleum Industry Environmental
Conservation Association (“IPIECA”) and of the International Association of Oil and Gas
Producers (“IOGP”);
o the CDP Climate Change Program.
o Gas Flaring- the Global Gas Flaring and Venting Reduction Voluntary Standard
(“GGFR”).
o Emergency Response- For maritime operations, the IMO Convention on Oil Pollution
Preparedness, Response and Co-operation (“OPRC”, 1990).

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 o Marine Pollution- the 2003 amendment to Annex 1 of the International Convention for
the Prevention of Pollution from Ships (“MARPOL”) concerning the prevention of
pollution by oil, and remaining criteria of the MARPOL Convention when applicable. The
Convention for the Protection of the Marine Environment of the North-East Atlantic
(“OSPAR Convention”).
o Compensation for Oil Pollution Damage- the criteria of the International Convention on
Civil Liability for Oil Pollution Damage (“CLC”) and the International Oil Pollution
Compensation Funds (“IOPC Funds”); and
o Correspondence and supporting safety studies (Safety Case regime). Aker Energy notes
that the new Petroleum HSE Requirements (LI2258) requires us to follow Safety Case
regime. There has been and will be several safety studies conducted for the
development.

The role of the Lenders’ IESC is to

 Provide specialised advice to the lenders to the Project with the aim of supporting their
environmental and social due diligence (“ESDD”) with regard to compliance with the
Applicable Standards until financial close. If required by the Applicable Standards, the scope
of the ESDD may cover environmental, health, safety, social issues (potentially including, but
not limited to, socio-economics, community health, safety, security, land acquisition and
involuntary resettlement, human rights, cultural heritage, labour and working conditions);
 Support, as required, the Lenders during the negotiation of the environmental and/or social
covenants to be included in the finance documents;
 Opine on the Project’s, Aker Energy’s and, if deemed necessary for this report, contractors’
overall E&S performance and the effectiveness and adequacy of any Project related E&S
Management Systems (“ESMS”) and any associated management plans, mitigation
measures and monitoring plans (including personnel and budget requirements and proposed
staffing and budget allocations). It is noted that the ESMS is currently work in progress and
will be finalized as part of the wider ESIA assessment. Lenders’ IESC will review what is
currently available in the organization and the plan for further design and implementation;
 Evaluate the compliance and adequacy of the Project and any Associated Facilities
(including the management of potential environmental and social risks of the Associated
Facilities, taking into account the timing and location of their construction) with the Applicable
Standards (through a gap analysis);
 Assess the E&S governance and management structures within the Project joint venture,
and where applicable within the operator organisation, highlighting deficiencies and
identifying improvements required to ensure E&S risks are managed in line with the
Applicable Standards throughout the project lifecycle;
 Review key audit reports prepared by third parties (e.g. classification society audit reports
related to IMO requirements);
 Raise any cause for concerns regarding the project’s relationship with local communities
(including fishermen) or workers (including contractors) through assessment of stakeholder
engagement/consultations and the adequate working of grievance mechanisms (the
consultant shall review the grievance register). Where appropriate, meet with relevant
stakeholder, including local communities;

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  Conduct and assess baseline information, impacts and recommended mitigation measures
for marine and terrestrial ecology, air, water, soil, groundwater, noise, traffic, socio-economic
environment, cultural heritage and landscape;
 Review Correspondence and supporting technical safety studies, and any other relevant
documentation related to the management of Major Accident Hazards (MAH’s) and asset
integrity;
 Review consistency of technical design data and major input data mentioned in the ESIA
Documents;
 Review operating concept and risks for the project and how these are reflected in the ESIA
Documents;
 Conduct a review to identify from publicly available media sources if there are any potential
environmental and/or social issues, including NGO attention/campaigns, or items that may
lead to reputational risks to the Company and/or the lenders;
 Provide and update, as required, full detailed report on the gaps identified, which shall
include an Executive Summary of key E&S issues & risks associated with the Project;
 Present recommended actions associated with identified gaps or issues in the form of an
Environmental and Social Action Plan (ESAP), which should be the result of on-going
discussions with Project counterparts to ensure its smooth implementation and which should
be updated as required prior to signing;
 Coordinate and assist the prospective Lenders in the due diligence process in respect of
environmental and social matters in connection with the financing of the Project, including
coordinating an integrated and streamlined information exchange process among Lenders
and between the Borrower and the Lenders, attending meetings and conference calls as
required.

3. Detailed Scope of Work

i. Kick off meeting

The IESC will attend one or more introductory meeting(s) with the Lenders, Aker Energy, and any
other key stakeholders (e.g. Aker Energy’s E&S advisors, Lenders’ E&S specialists etc.).
The key objectives of the meeting will be to:

 For the IESC to obtain readily available data and gain a more detailed understanding of the
current status of the Project and associated developments on the Project site and its area of
influence
 Stress any particular concerns that the Lenders may potentially have so that special attention
can be given to the resolution of these issues;
 Establish a list of required documentation and information for the IESC to perform its
assignment (together with timing of their availability);
 Identify key contacts for all inquiries and the dissemination of comments and information;
 Agree on an intended structure and table of contents for the IESC’s report.

ii. Desk review of environmental and social information

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The IESC will review the relevant characteristics of the Project related to ESHS aspects based on a
review of existing information available.
Identified documentation developed and/or in development includes but is not limited to:

 Development Environmental Screening Report;

 Environmental Scoping Report;
 Development Notice of Intent;
 Development Terms of Reference;
 Development Health, Safety and Environmental Requirements Basis of Design Sheet.] 1
 Development Health, Safety and Environmental Requirements Functional Design
Specification
The IESC will clearly identify the documentation required to undertake this desk review. The IESC
will clarify with the Lenders and the Project the absence of any reports or other documentation or
information that will compromise their ability to conduct the ESDD Review.

iii. Safety Assessment

The IESC will review key technical safety documents to assess by means of an audit-style
review, in order to determine the level of definition achieved when assessed against the
expectations of FEED definition. The main areas to be examined are:

 Work Organisation;
 Hazard Management Studies;
 Management of Safety Concerns;
 Compliance with the Hazard Management Plan; and
 Integrity Assurance.
IFC performance standards are not available for Major Accident Hazards, however the DD
assessment will check that project-specific performance standards have been created.
The health and safety aspects of the HSSE Management System will be assessed with reference
to BS OHSAS 18001:2007 ‘Occupational health and safety management systems’.

iv. Site reconnaissance visit

A site visit may be applicable at a later stage, but given the offshore nature of this project and its pre-
construction phase, this is not considered a requirement for the preparation of the Preliminary or
Final ESDD Reports (but could be applicable for updates to said reports throughout the project
execution and / or operational phase, if and when required, as agreed between the Lenders and Aker
Energy).

v. Preparation of Environmental and Social Due Diligence (ESDD) Report

1
TBC

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The IESC will prepare a comprehensive, stand-alone report, highlighting any area of concern or
omissions so as to confirm to the Lenders the compliance or otherwise of the Project and any
Associated Facilities with the Applicable Standards.
The due-diligence report should be satisfactory to the Lenders and include, as a minimum:
- Executive Summary of the relevant characteristics of the Project related to ESHS;
- A proposal of categorisation of the project according to IFC’s E&S screening criteria, to
reflect the magnitude of impacts understood as a result of the assessment;
- Summary of the Project description (e.g. location, main facilities, construction and operation
workforce etc.), potential environmental and social impacts and risks, analysis of alternatives,
environmental and social mitigation and compensation measures and Project implementation
monitoring and stakeholder engagement;
- Confirmation of the Project’s Area of Influence (as per the Applicable Standards);
- Description of the land use and E&S characteristics of the Project site (including baseline
conditions), together with associated and existing facilities, prior to project development;
- Identification of the degree and extent of existing contamination, if any;
- Summary of Project E&S positive and adverse impacts and mitigation measures, including
but not limited to the following aspects:

 Impacts on areas of high biodiversity, protected areas or threatened species;

 Increased risk of natural resource alteration from significant use by the Project;

 Disturbance of ecological systems (Amansuri wetlands) and local communities

through alteration of ambient air quality, noise, soil, surface and underground water
quality, alteration of ecosystem services resulting from Project activities; specific
attention to be taken on:
o Management and treatment of wastewaters including produced waters,
process waters, testing waters and effluent;
o Management of hazardous and non hazardous waste including drilling
cuttings and fluids, produced sand, completion and well work-over fluids etc;

 Socio-economic aspects, including identification of affected people, communities;

physical displacement and/or economic displacement resulting of loss of assets or
livelihood; local communities’ concerns;

 Development of appropriate consultation processes; stakeholders engagement and

disclosure; grievance mechanism;

 Impacts on cultural heritage sites and artifacts including, but not limited to: UNESCO
World Heritage Sites;

 Impact on global warming from significant emission of greenhouse gases; Efficiency

of energy use and opportunities of technology improvement; specific attention to be
taken on:
o Management of air emissions from combustion activities, flaring and venting
of hydrocarbons and fugitive emissions in consideration of best practices;

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  Community and Occupational Health and Safety including chemical hazards, fire and
explosions, transportation, confined space work and emergency preparedness and
response;

 Working conditions during the construction and operation of the project; employment
opportunity: number and quality of jobs created;

 Decommissioning and potential site remediation.

- Evaluation of the adequacy of the E&S Scoping report, including opining upon whether the
assessment of E&S risks and impacts and their significance has been undertaken in-line with
the Applicable Standards and Good International Industry Practice;
- Evaluation of the adequacy of any other Environmental and Social documentation (including,
but not limited to Stakeholder Engagement Plans, Grievances Procedures and other
documentation) that is pertinent to complying the requirements of the Applicable Standards;
- An opinion and guide on any further studies, work or reports required to meet the
requirements of the Applicable Standards;
- Review and opine whether all necessary approvals, permits, licenses are obtained or
addressed;
Analysis of existing and proposed Project staffing, organisation and budgets to evaluate
suitability to implement Lender Group requirements;
- An assessment of whether appropriate analyses of alternatives have been carried out,
including whether an assessment of less GHG intensive alternatives has been undertaken;
- Where relevant, review and opine on the adequacy of site-specific methane leak detection
and management program and of its implementation;
- An assessment of whether the field is developed with plans incorporating sustainable
utilization or conservation of associated gas, without routine flaring as defined by the GGFR
Partnership Gas Flaring Definitions;
- Evaluation of Project compliance with the Applicable Standards, including but not limited to
with regard to environment (natural resources, biodiversity) local communities, health and
safety and cumulative impacts;
- Compliance of the Project with IFC’s Performance Standards, WBG EHS Guidelines, and
each Equator Principles requirement will be assessed in a separate section of the report
which should contain a compliance gap analysis matrix (See Annex 1 for suggested reporting
format);
- Evaluation of the adequacy of the planned Project’s E&S Management System including:

 Existence and completeness of specific policies, procedures and E&S

Management Plans implemented or to be implemented by the Project;

 Defined staff responsibilities, training programmes, auditing/inspection and

certification programmes, and reporting procedures;

 Comment on the Project’s E&S monitoring programmes to be put in place for

construction, operation and decommissioning (if relevant) phases;

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  Review and comment on the established cost estimates for E&S mitigation and
monitoring activities relating to the Project;

 Review of the adequacy of the mechanisms allocating Project responsibilities to

other entities such as contractor, sub-contractor, etc.;

 Overall opinion on Aker Energy’s capacity (manpower, understanding,

equipment, resources) to implement the E&S management plans;

 Review of the adequacy of the Project or Associated Facility Construction

Environmental and Social Management Plan (whether comprising a single
document, or a suite of relevant documents) against the requirements of the
Applicable Standards;

 Review of the adequacy of any Project or Associated Facility Stakeholder

Engagement Plans and associated documentation developed to meet the
Stakeholder Engagement requirements of the Applicable Standards; and

 Review of the adequacy of any Project or Associated Facility Grievance

Procedure(s) and associated documentation developed to meet the Stakeholder
Engagement requirements of the Applicable Standards.

- Required actions to enable Project to comply with Applicable Standards and bridge the gaps
identified:

 Such actions to be listed in an E&S Action Plan (ESAP) together with their
respective significance, parties involved in implementation, timeframe in relation
to Project milestones (including those to be undertaken prior to signing) and
financing programme, key performance indicator to assess compliance and
estimated cost; ESAP to specify whether recommended actions correspond to a
legal or Lenders’ standards requirement etc.;

 ESAP to also include:

o Diligently aggregate and describe the gaps identified against the
applicable standards;
o Actions required to contain/remediate past environmental damage and
assessment of costs and/or further investigations as relevant;
o Actions to improve ESHS management, monitoring and performance in
accordance with good international industry practice;
o Recommended monitoring frequency during construction and operation
(and need for audit of E&S aspects of the completion certificate, as
necessary); and
o Indicate the documentation to be procured or how completion will be
monitored.
 The actions should specify relevant key performance indicators or deliverables in
order to allow the objective assessment of compliance.
vi. Duty of Care

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Duty of care of all activities carried out by the IESC under this assignment will be towards the
Benefited Parties.

vii. Others

The IESC will be expected to:

 Provide support in the review of loan documentation from an environmental compliance

perspective: i.e advise on the adequacy of definitions, representations, undertakings,
completion test criteria;
 Work in conjunction and coordinate with the Lenders’ Technical Consultant and any other
consultants or legal counsels as required;
 Be available and responsive to the questions from an individual Lender, or their consultants
or representative;
viii. Deliverables

 Preliminary E&S Due Diligence Report in English with (i) an executive Summary of key
socio-environmental issues & risks associated with the Project; (ii) a gap analysis of Project
compliance with Best Practices & Applicable Standards and (iii) an ESAP as necessary;
 Final E&S Due Diligence Report incorporating comments from Aker Energy and Lenders.
 Updating of the E&S Due Diligence report, as required (using the Preliminary and Final issue
process identified above), to incorporate consideration and review of information and/or
reports provided by the Project.
Draft reports will be issued to the Lenders before or at the same time as to Aker Energy. The findings
and reports by the IESC may be used by the Lenders in their credit approval and syndication
activities throughout the lifetime of the financing of the Project.
4. Schedule
Subject to the commentary within Deliverables on the updating of the same to account for additional
works undertaken by the Project subsequent to the production of the ESAP, the due diligence work
will be undertaken in two phases:

 The Preliminary E&S Due Diligence Report will be prepared and will be submitted by [TBA],
noting that a draft is to be shared with Aker Energy by [ TBA];
 A Final E&S Due Diligence Report will be prepared following receipt of comments by the
Lenders and Aker Energy and, potentially, complementary information prepared in response
to the draft report. The Final E&S Due Diligence Report is expected to be completed 6 th
March 2019.

5. IESC’s Experience and Expertise

The ISEC will propose a team of suitably qualified experts. The CVs of all team members will need to
be provided as part of the bid documentation that will be used to assess if all members of the team
meet the minimum qualification requirements.

The minimum qualifications shall include:

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  Relevant experience on environmental, health, safety and security and social audits using
IFC Performance Standards and the World Bank Group EHS Guidelines as the reference
framework;
 Relevant deepwater offshore oil and gas development sector experience;
 At least a general understanding of IMO key requirements (SOLAS, ISPS, MARPOL) and/or
ILO Maritime Labor Convention;
 Advanced skills in report preparation and effective communication with operators and
Finance Institutions;
 Proven skills in project management, organisation, scheduling, resource planning and
execution of audit programs; and
 Experience of working in West Africa (specifically Ghana) shall be preferable.

After contract award, any changes to team will be submitted to the Lenders and the Company for
prior approval.

6. Proposal

The proposal for the ESDD exercise should contain the four sections listed below and the proposal
(i.e., main sections excluding appendices) should not exceed 10 pages. Deadline for submitting a bid
is Wednesday 16th January 2019, 5pm London time.

1. SCOPE OF WORK.
 Confirmation that your firm accepts the Scope of Work and/ or any comments you
may have concerning the Scope of Work;
 An explanation of the methodology and process your team intends to follow with
regards to completing the Scope of Work;
 If the IESC feels that additional tasks or components within a required task are
suggested or warranted, these should be stated and delineated as “Optional Tasks”.

2. PROJECT TEAM AND QUALIFICATIONS. This should include the name of the principal staff
members and any sub-contractors, if necessary. Qualifications of staff should include relevant
technical capabilities, specific previous project experience similar to this Project, specific in
country experience and knowledge, and specific language skills.

The proposal shall also confirm that:

 your firm and its affiliates have no conflict of interest in in undertaking this
assignment, and you commit to promptly notify Aker Energy and the Co-ordinating
and Structuring Banks in the event that a conflict arises;
 your firm accepts the duty of care towards the Benefited Parties;
 your report will be addressed to the Benefited Parties and your confirmation that
Benefited Parties can rely upon your report;
 your ability to work to the proposed timelines;
 the members of your team mentioned in your proposal will be made available and
are committed to working on the Project for the duration of the assignment; and
 validity of your proposal.

3. SCHEDULE. A proposed schedule for performance of the ESDD must be presented (refer to
Section of Scope of Work above for tentatively proposed timing and schedule).

4. ESTIMATED COSTS. Please provide a lump sum cost estimate including all assumptions. The
proposal will be in US dollars and include a breakdown of the estimated costs by task. Kindly
indicate your liability cap policy.

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Annex 1 Suggested reporting format for EP and IFC PS/EHS compliance table

Recommended Actions /
IFC PS/EHS Requirements Compliance / Gap
Request for Additional Information
State whether additional studies or
Reason for the compliance evaluation
List the Equator Principle and IFC PS/EHS information are required and how the gap
assessed could be addressed e.g. ESAP commitment
Details of any areas of non-compliance
for a baseline study.

Annex 2 Suggested format for Environmental and Social Action Plan

Requirement Schedule
Significance
Recommended Action local, Equator
/ Priority Estimated
No i.e., additional request: information, desk study, field Principles Parties Deadline
high, cost
. survey, modelling, mitigation or compensation (EP), IFC PS, involved Suggeste pre-
moderate, (optional)
measures… EFC EHS d construction
low
Guideline1 timeframe , pre-
operation
Name of the Action
Start:
- Objective
- Description
End:
- Deliverable

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Please indicate in this section if the requirement is necessary to bridge gaps with local standards or IFC Standards (PS+ relevant EHS guidelines).

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