Governance
Board Charter
This Board Charter (“Charter”) has been developed to emphasize PETRONAS Gas Berhad’s (“PGB”) Board of Directors’ commitment to governance. It adopts current ‘best-practices’, applicable rules and regulations, processes and procedures to guide the Board in the discharge of its duties and functions. This Charter will serve as a reference tool and benchmark to facilitate regular assessment of the Board’s performance.
Read the Board Charter here.
Board Audit Committee’s Terms of Reference
In compliance with Paragraph 15.09 of the Main Market Listing Requirement of Bursa Malaysia Securities Berhad (MMLR), the Board Audit Committee (BAC) of PETRONAS Gas Berhad was established on 14 August 1995.
The Terms of Reference of the BAC can be assessed here.
Board Sustainability and Risk Committee’s Terms of Reference
The establishment of Board Sustainability and Risk Committee (BSRC) of PETRONAS Gas Berhad on 25 May 2021 is in line with the Malaysian Code on Corporate Governance 2021 (MCCG 2021) Step Up Practice 10.3.
The Terms of Reference of the BSRC can be assessed here.
Nomination and Remuneration Committee’s Terms of Reference*
In compliance with Paragraph 15.08A of the Main Market Listing Requirement of Bursa Malaysia Securities Berhad (MMLR), the Nomination and Remuneration (NomRem) Committee of PETRONAS Gas Berhad was established on 14 November 2011.
The Terms of Reference of the NomRem Committee can be assessed here.
Board Diversity Policy
PETRONAS Gas Berhad diversity policy is to ensure that the mix and profiles of our Board members, in terms of age, ethnicity and gender, provide the necessary range of perspectives, experience and expertise required to achieve effective stewardship and management. We believe that truly diverse and inclusive board will leverage differences in thought, perspective, knowledge, skill, religional and industry experiences, cultural and geographical background, age, ethnicity and gender which will ensure that the Company retains its competitive advantage.
Read the Board Diversity Policy here.
PGB Corporate Governance Report
DIRECTORS' REMUNERATION FRAMEWORK
Read the REMUNERATION FRAMEWORK FOR NON-EXECUTIVE DIRECTORS (NEDs) OF PETRONAS GAS BERHAD (PGB) here.
PETRONAS REMUNERATION PHILOSOPHY AND GUIDING PRINCIPLES
Read the PETRONAS Remuneration Philosophy and Guiding Principles here.
Policies
1. Code of Conduct and Business Ethics (CoBE)
The Company adopts the PETRONAS CoBE to safeguard the integrity and credibility of the Company. The CoBE places significant importance in upholding the principles of good conduct, discipline, professionalism, integrity, loyalty and cohesiveness, all of which form the foundation for the success of the Company.
The CoBE was implemented by the Company as part of the Group’s corporate enhancement programme and reflects the importance of an effective corporate governance and compliance culture within the Group.
The CoBE contains a detailed policy on the standards of conduct expected from each employee as well as the Directors of the Company. The Company also enforces the CoBE on all its contractors, sub-contractors, agents, consultants, representatives and any other persons performing works or services for and on behalf of the Company. A copy of the CoBE is available here on PETRONAS' corporate website, for viewing by the public and any third parties dealing with the Company.
In view of the CoBE's international application, some provisions of the CoBE might be modified to adapt the CoBE to the requirements of the local jurisdictions which PETRONAS is operating. Read more about the different CoBE's country supplement: Malaysia here.
Read the Code of Conduct and Business Ethics (CoBE) here
2. Whistleblowing
In line with its on-going commitment to transparency and integrity, the Company also adopts PETRONAS’ Whistleblowing Policy to provide an avenue for all employees of the Company to disclose any improper or unprofessional conduct at the workplace.
All disclosures will be treated in the strictest confidence. Any report submitted under the Whistleblowing Policy shall be subjected to a thorough investigation to determine a reasonable course of action.
A copy of the Whistleblowing Policy is available here on PETRONAS' corporate website, for viewing by the public and any third parties dealing with the Company.
If you know or are aware of any improper conduct (misconduct or criminal offense) committed or is about to be committed within the PETRONAS group, report the details here.
3. Anti-Bribery and Corruption
In compliance with the CoBE, the Company adopts the PETRONAS Anti-Bribery and Corruption Manual which governs the prevention of corruption and unethical practices within the Group.
The Company has also adopted and implemented the ‘No Gift Policy’ as a means to avoid any conflict of interest situations for either party or potential business dealings between the Company and third parties.
Read the Anti-Bribery and Corruption Manual here.
4. Human Rights Commitment
The Company embraces PETRONAS' Human Rights Commitment as part of its effort to respect internationally recognised human rights in areas of its operations, complying with its Code of Conduct and Business Ethics, and all relevant legal requirements.
The commitment is applicable to all employees of PETRONAS Group of Companies, contractors, subcontractors and any third parties within PETRONAS premises or performing work and/or business for or on behalf of PETRONAS to abide by the PETRONAS Human Rights Commitment, which is aimed at respecting internationally recognized human rights in areas of its operations, complying with its Code of Conduct and Business Ethics, and all relevant legal requirements.
Read about PETRONAS Human Rights Commitment here.
5. Corporate Disclosure
The Company has established an internal Corporate Disclosure Guide to facilitate the disclosure and conduct on the dissemination of information. This Guide is based on the requirements as set out in the Main Market Listing Requirements, the Corporate Disclosure Guidelines [2nd Edition] by Bursa Malaysia Securities Berhad and promotes transparency and accountability in the dissemination of material information amongst the Company organisation and public.
Read the detailed guide here.
6. Directors' Fit and Policy
Directors' Fit and Proper Policy is set to require all Board members of PGB and its subsidiaries to have the necessary qualities, competencies and experience that allows them to perform their duties and carry out the responsibilities required of the position in the most effective manner.
Read the detailed policy here.
Constitution of the Company
