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SystemHydrocarbon Accounting, Joint Ventures & Land

Joint Venture Governance

Joint venture governance that reads each JOA together with its committee minutes, so you know whether a vote carries before notice goes out.

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Follow one $62.0M vote from board to signed mandate ↓
The problem

The summary sheet says one pass mark, and the committee voted in another

An operating committee can pass a resolution, have each representative sign the sheet, and then run that way for years. Whether that changed the agreement depends on the agreement's own change clause. An analyst who checks only the JOA, or the summary sheet made from it years ago, counts the vote against the wrong line.

Around each vote sit short clocks. Notice must reach every partner with the agenda and the papers, minutes must be checked against the signed sheet before the objection window closes, and an unanswered vote by letter can count as a no. Most of this lives in email, spreadsheets and the head of a manager who is about to retire.

Built forJoint venture managersJoint venture analystsCommittee representativesCommercial counselInternal auditors

The Problem Today

Pass marks and clocks differ by venture, and the rule as really run often hides in a committee minute.

459 hrs
to read each committee minute once, at 45 minutes a minute our estimate

Tracked by hand today

  • Pass marks
  • Minutes
  • Notices
  • Elections
  • No answer counts as againstIn one published model, silence on a ballot is a no
  • Knowledge retiresWhy a block votes at a higher bar often lives in one head

The Solution

  1. Read each minuteThe agreement, its amendments, the minutes and the signed sheets of votes
  2. Count the votePartners sized by share against the pass mark; switch one, see it carry
  3. Clocks in business daysNotice, objection and election dates from each agreement's own clause
  4. Disputes go to counselA minute that may change the agreement goes to counsel, with both readings

Built-in controls

  • Signing waits until the checker has read the papers
  • Agents never vote, sign, send or rule
  • Large mandates need a second signature

What You Get

Representatives walk into the meeting knowing who can block, and notices, objections and elections are covered before their windows close.

  • Deadlines on one calendarNotices, votes, elections and audit rights, each with its source
  • Minutes checked against the sheetA misrecorded vote caught while it can still be objected to
  • Knowledge that staysA retiring manager's notes tied to the record, or flagged
Four weeks before a special meeting

Joint venture governance for one committee vote, against 17 years of minutes

As operator, the company wants two appraisal wells on a rig slot that will not wait, and calls a special meeting for early next month. Casing has to be ordered within days of the vote. This is the day the vote was prepared, screen by screen.

demoVentures, partners, people and dollar figures on these screens are invented for the sample.

  1. 01Morning

    Enough on indications: 65% against a 65% pass mark

    Joint venture analyst

    The vote board draws the four partners as blocks the size of their share, with the pass mark as a line across them. As the agreement is written, the operator's own yes and one partner's emailed indication reach the line exactly. No vote has been cast. The state partner cannot vote yes before its board sits, and the board says so beside its block.

  2. 0209:04

    Checked against the minutes, the line moves to 70% and the item is short by 5

    Joint venture analyst

    The agents read 58 meeting minutes and 41 votes by letter for this venture, and the three amendments. They find a 2017 resolution: one item above $50M needs partners holding 70% or more, and the committee has applied it three times since. None of the amendments touches the voting clause. On today's positions the item falls 5 points short.

  3. 0309:06

    Resolution 27.6, signed by all four representatives

    Joint venture analyst

    The 2017 minute opens on its own page: large items now need at least two partners holding 70%. Each representative signed the sheet before leaving. The agreement's change clause asks for every party's signature on a change, so whether a signed sheet is that is a legal question. The agents name both readings and send it to counsel instead of choosing.

  4. 04Before 09:10

    What if the third partner says yes: 85%, 15 points over

    Joint venture manager

    He flips the partner that asked for test results to yes, and the board answers at once: it carries at 85%. This what-if is his alone; nobody else sees it and nothing on record moves. Beside it, the list of who can block at 70% shows the operator alone and three pairs of partners, so he knows which call to make first.

  5. 0509:10

    The partner asked for the flow test, so the note carries it

    Joint venture manager

    The drafted note answers the partner's own question with the results it asked for: the earlier well's flow test, 38 million standard cubic feet of gas a day with 420 barrels of condensate. It explains that the committee has voted large items at 70% since 2017, so this partner's vote matters. Only the manager can send it, and he does.

  6. 0609:14

    Notice drafted with one item, three papers and 20 business days

    Joint venture analyst

    One matter is listed for a vote, with the AFE, the well proposal and the flow test enclosed, and each partner addressed at its notice address. Checks beside the draft are computed on it: 20 business days ahead against 15 needed, the papers enclosed, nothing else to be voted unless all partners agree. The analyst submits it for checking.

  7. 0709:16

    Signed after opening 3 of 3 papers, 5 business days before the latest date

    Joint venture manager

    Until the manager has opened each enclosed paper himself, signing is locked, and the analyst who prepared the notice cannot sign it at all. Once signed, it goes to the three partners with the date and the checker on the record, and the notice deadline on the calendar closes with that notice as its evidence.

  8. 0809:18

    Plan for 70%, so the item passes on either reading

    Commercial counsel

    Counsel sees reading A, that the resolution set 70% and was applied three times without objection, and reading B, that the voting clause still says 65% because a sheet of votes may not be a change signed by each party. The rule buttons stay off until all six sources are open, and the ruling needs a reason. It can be reopened.

  9. 09After 09:20

    A mandate for $23.56M, checked and then signed a second time

    Committee representative

    With the ruling in, the analyst drafts the voting mandate: vote for the AFE up to its gross estimate, and against any amendment above 110%. The manager opens the AFE and the resolution and signs; the representative opens both and gives the second signature. Any item that has been before counsel needs that second signature, whatever the dollar line says.

The pass mark arithmetic on a $62.0M item

The board's sum, by share, as the committee runs the rule today.

Operator, proposing the item38%
Partner that indicated yes by emailan indication, not a vote27%
On positions todayenough under the clause as written65%
Pass mark for items above $50M since 2017short by 5 points70%
Partner that asked for the flow test, if it votes yes20%
With that partner15 points over85%

demoSample data, from the working solution.

Four things the minutes held that the summary sheet did not

Each sits beside its source page, for a person to act on.

A resolution that raised the bar

Items above $50M have needed 70% since 2017, applied three times. The agreement still reads 65%.

A partner that cannot say yes in time

The state partner votes on items above $25M only after its board approves, and its board sits after the meeting.

Abstained in the minutes, against on the sheet

On another venture the minutes recorded the company as abstaining. Only a partner that voted no may stay out, so the analyst drafts the objection.

A practice the record contradicts

A retiring manager's note says on-site technical staff are billed direct; the accounting exhibit keeps them inside overhead.

demoSample data, from the working solution.

Across the portfolio

Joint venture governance across minutes, deadlines and the handover

What the rest of the team works from, across all the ventures.

Minutes against the signed sheetItem 4: the minutes say abstained, the sheet the representative signed says against, and the sheet counts. The objection is due within the window.
Rights and deadlines1,339 open across 26 ventures, by kind and by date: 3 late, 37 due in 14 days. Notices show their send-by date.
Decisions coming upVotes, budgets and elections in the next 90 days, each with gross amount, share, standing on today's positions and its clock.
Handover36 practice notes from the manager who retires: 23 tied to a minute, letter or clause, 9 found in no record, 4 contradicted by one.
Ventures registerEach venture with its operator, share, agreement, current pass mark, minutes on file and open rights. One row reads 65% with 70% above $50M, from counsel.
Audit trailPeople and agents in order: the minutes check, the question to counsel, the note sent, the notice checked and signed, the ruling and the mandate.

demoSample data, from the working solution.

The agents

Agreement reader to handover reader: the line each one stops at

Seven agents read, count, draft and warn. None of them votes.

Agreement reader

Reads agreements, exhibits and amendments, and proposes each rule with its clause and page.

  • Never guesses a missing page
  • Never treats a summary sheet as the agreement
Minutes reader

Reads minutes, sheets of votes and votes by letter, and finds decisions that changed how an agreement works.

  • Never treats a minute as an amendment by itself
  • Never rules on a dispute
Vote counter

Works out the pass mark, what carries, by how much and who can block.

  • Never casts or records a vote
  • Never counts an indication as a vote
Deadline keeper

Keeps notice, election, objection and audit dates, in business days where the agreement says so.

  • Never moves a date without the source that moves it
Notice drafter

Drafts notices, agendas, partner notes and objections, with the papers the agreement asks for.

  • Neither sends nor signs
Brief writer

Prepares the representative's brief: positions, history, who can block and questions to expect.

  • Positions come only from a signed mandate
Handover reader

Ties a retiring manager's practice notes to minutes, letters or amendments.

  • Never turns an unwritten practice into a rule

Votes, rulings and signatures stay with named people

The agents prepare. People decide, and someone else checks.

Whether a minute changed the agreementCounsel rules after opening each source, gives a reason, and can reopen the ruling.
How the company votesThe representative votes under a mandate the manager checked; large mandates and any item that went to counsel need a second signature.
Sending a notice or an objectionThe analyst prepares it. The manager signs only after opening each paper, and cannot sign what he prepared.
Turning a practice into a ruleAn unwritten habit from the handover stays a note until a record supports it or counsel rules.
Changing a rule in settingsOne person proposes and another signs, and a mandate already drafted keeps the line it was drafted under.

What joint venture managers ask before the next operating committee

What is joint venture governance?

Joint venture governance is keeping each venture's decisions inside its own rules: who votes, at what pass mark, with what notice, and what was really decided. Here agents read each agreement together with its operating committee minutes, draw the coming vote against the rule as the committee runs it, and keep the dates; analysts, managers, counsel and representatives decide and sign.

Can a committee minute change the pass mark in the agreement?

It depends on the agreement's change clause, which is why the agents never decide it. They show both readings with their sources and send the question to counsel, who rules with a reason. The board then follows the ruling, and a ruling can be reopened.

What happens when the minutes disagree with the signed sheet of votes?

The minutes reader compares them item by item and shows the difference with both sources. The analyst drafts the objection, and the manager signs it after opening the minutes, the sheet and the clause, inside the window to object.

Does trying a what-if on the vote board change anything?

No. A what-if stays on the screen of the person who ran it. Positions on record change only when a partner's indication or vote arrives, and an indication is never counted as a vote.

How are notice periods counted?

In each agreement's own kind of day. Where it says business days, the deadline keeper counts Monday to Friday, shows the latest date and a send-by date ahead of it, and closes the deadline only once a signed notice exists.

What about knowledge that leaves with a retiring manager?

The handover reader ties each of the manager's practice notes to a minute, letter or clause, flags the ones no record supports, and marks those a record contradicts. An unwritten practice cannot be made a rule from this screen.

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Bring one venture's JOA
and its committee minutes.

See the next vote drawn against the pass mark as your committee really runs it, with each source a click away.

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