© 2020 by Hibiscus Petroleum Berhad

Registration Number: 200701040290 (798322-P)

CORPORATE 

GOVERNANCE

 

ANTI-MODERN 

SLAVERY POLICY

1 Purpose

This policy is intended to reiterate the commitment of Hibiscus Petroleum Berhad (“Hibiscus Petroleum” or “the Company”) and its subsidiaries (“Group”) to respecting internationally recognised human rights and labour standards. This includes a commitment to not employ forced, bonded or underage labour and to take all reasonable steps to ensure that there is no form of slavery in our business and supply chain.

 

This policy covers the Group, and contractors, joint venture partners, or other parties working with the Group.

 

2 Our Supply Chain

 

In our areas of geographical focus, the Group relies on international and local suppliers to deliver the products, equipment and services we require for business operations.

 

This policy complements the Group’s existing Code of Conduct and Ethics (“Code”) which has an underlying philosophy that the Board and employees of the Group will abide by all the laws of the jurisdictions in which it has interests in. The Code sets out the minimum standards expected of our directors and employees and provides guidelines aimed at maintaining high ethical standards, legal compliance, responsible corporate behaviour and accountability within the Group.

 

3 Policies

 

In addition to the Code, the Group’s Whistle Blower Policy provides the directors and employees of the Group with a safe and secure method of highlighting any known malpractices or wrongdoings.

 

4 Risk Assessments

 

We work to continually assess the extent of the risk of instances of modern slavery and human trafficking in our business and to take reasonable steps to ensure that these have no place in our Group and supply chain.

 

5 Handling of a Reported Allegation

 

The action taken by the Group in response to any report raised under this policy will depend on the nature of the matter highlighted. The Audit and Risk Management Committee shall receive information on each report and follow‐up on actions taken (if any).

 

6 Investigator

 

The Internal Auditor shall be the named Investigator unless the Audit and Risk Management Committee assigns / appoints another Investigator. The Investigator must be impartial and independent of all parties concerned.

 

The Investigator is required to report all matters raised, the status of all pending and on‐going investigations, and any action taken or to be taken as a result of the investigations, to the Audit and Risk Management Committee.

 

7 Inquiries

 

Initial inquiries will be made to determine whether an investigation is appropriate, and the form that it should take. Some matters may be resolved without the need for investigation.

 

If an investigation leads the Investigator to conclude that a crime has probably been committed, the results of the investigation shall be reported to the police or other appropriate law enforcement agency / regulatory body.

 

If an investigation leads the Investigator to conclude that an employee has engaged in conduct that may be in violation of the Group’s Code of Conduct and Ethics, the results of the investigation shall be reported to the Managing Director or the Head of Human Capital in accordance with the applicable procedures for conduct and the administration of discipline. Any charges of misconduct brought as a result of an investigation under this policy shall comply with established disciplinary procedures.

 

8 Training for Staff

 

We are committed to training our employees on an ongoing basis on our Code and Whistle Blower Policy to ensure that they are aware of the requirements of this policy and our other related policies.

 

9 Next Steps

 

We will enhance our efforts to bring to the attention of our suppliers our commitment against Modern Slavery in our business operations.

 

10 Monitoring and Periodic Review of Policy

 

This policy is overseen by the Audit and Risk Management Committee to ensure that the policy meets the requirements of the relevant legislations in place, and remains effective for the Group. Where necessary, changes to the policy will be made, subject to the approval of Hibiscus Petroleum’s Board of Directors.

 

Note : Hibiscus Petroleum reserves the right to amend this policy from time to time.
 

 

DIVERSITY 

POLICY

1. Purpose
 

1.1 The purpose of this Diversity Policy (“Policy”) is to set out the Board’s approach to promote diversity in the Company and all subsidiary companies within the Group, hereinafter referred to as “the Group”.
 

1.2 Diversity in this context covers age, gender, ethnicity, nationality, disability, sexual orientation, cultural background, religious belief and social‐economic status. Diversity also encompasses the way people differ in terms of their upbringing environment, cultural and educational background, personality, marital status, career responsibilities and life experience in general.
 

1.3 The value of diversity lies in the ability to capitalise on the richness of ideas that come from people with diverse thought processes, different ways (approaches) of looking at situations and dealing with issues and challenges.


In order to harness and reap the benefits of diversity, it is essential that inclusiveness is also embraced. Inclusiveness is the practice of making sure that everyone's viewpoint is solicited, heard and respected. It is therefore important for the leader/chairman to make sure that everyone's perspective is heard, so that a more balanced and richer decision making process is achieved. In short, Diversity and Inclusiveness are key for value creation, as one without the other would not quite yield the desired outcome.
 

2. Vision
 

2.1 The Group is committed to recognising the importance of diversity which extends to all areas of our business including recruitment, talent development, skill enhancement, appointment to roles, Board appointments, retention of employees, mentoring and coaching programs, flexible work arrangements, forms of leave available to employees, succession planning, the Group’s policies and procedures and training and development.
 

3. Board’s Commitment
 

3.1 The Board has every intention of increasing the participation of women in the Group at all levels, with a target of at least 30% women on the Board.
 

3.2 In designing the Board’s composition, Board diversity will be considered from a number of aspects, including but not limited to, gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service. All Board appointments will be based on merit, focusing on the potential value‐add that each candidate will bring to the Board. Candidates will be considered bearing in mind the composition of the Board, having due regard for the benefits of diversity on the Board.


3.3 While the Board has adopted a gender target of 30% women directors, the key consideration for the selection of a Board member will always remain at selecting and appointing the most suitable candidate with the right profile, skill set, qualification and experience, irrespective of the gender of the individual.
 

4. Workplace’s Commitment
 

4.1 In line with promoting diversity in the workplace, the Board has established the following procedures:
 

A. Recruitment
(i) All persons, regardless of age, gender, ethnicity, disability, cultural background or other personal factors, with appropriate experience and qualifications will be considered equally when recruiting new staff or directors.


(ii) There will be no preference given to a specific gender for a position and women with appropriate experience and qualifications will be considered equally in the recruitment and selection process.


(iii) In relation to recruitment of director/ board member, the Nominating Committee is entrusted by the Board to identify potential candidates by seeking applications from suitably qualified individuals; and/or engaging external consultants that will present diverse candidates.


(iv) The Nominating Committee will evaluate the mix of skills, experience, expertise and diversity of the existing Board that will best increase the Board's effectiveness. Consideration is also given to meeting the balance of independent Directors on the Board.

(v) Upon identifying the appropriate candidate to be appointed as director or board member, the Nominating Committee will make their recommendations to the Board for approval.

 

B. Remuneration and Promotion
(i) The Group will act honestly and without bias when setting the remuneration levels of its employees and directors regardless of age, gender, ethnicity, disability, cultural background or other personal factors.


(ii) All decisions associated with career advancement, including promotions, transfers, and other assignments, will meet the Company's needs and be determined on skill and merit regardless of age, gender, ethnicity, disability, cultural background or other personal factors.


C. Trainings
(i) All internal and external training opportunities will be based on needs regardless of age, gender, ethnicity, disability, cultural background or other personal factors.

 

4.2 The Group is committed to workplace diversity ensuring differences are valued and respected and the workplace is fair, accessible, flexible and inclusive and free from discrimination.


Promoting workplace diversity is everyone’s responsibility and includes:

  • practising and promoting behaviour consistent with the group’s Code of Conduct;

  • respecting different ways of thinking and using our employees’ different perspectives to improve business outcomes;

  • treat each other with respect and dignity;

  • provide a safe, secure and healthy workplace;

  • make decisions genuinely based on equity and fairness;

  • value the diversity of people; and

  • take appropriate action to eliminate discrimination.


5. Policy Statement
 

5.1 The Group sees increasing diversity, at the Board level to individual advocates in the business, as an essential element in supporting the attainment of its strategic objectives and achieving a sustainable and balanced development.
 

5.2 The Board believes that the wide array of perspectives that results from diversity promotes innovation and business success. Embracing diversity makes the Group more creative, flexible, productive and competitive.
 

6. Measurable Objectives
 

6.1 The Board will measure its performance against its diversity objectives, as well as the progress in achieving these objectives, through an annual review.


The Board will disclose, in each annual report, the measurable objectives for achieving diversity in Board composition and workforce in accordance with this policy, and the progress towards achieving them.
 

7. Monitoring and Periodic Review
 

7.1 The Board will review and implement changes to this Policy from time to time, as necessary to ensure that they meet the objectives of relevant legislations and remain effective for the Group.

 

CORPORATE 

DISCLOSURE

POLICIES AND

PROCEDURES

1. INTRODUCTION
In formulating this policy, the Company has taken into account the recommendations contained in the Malaysian Code on Corporate Governance (MCCG) 2012 and the disclosure obligations contained in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”).  

 

2. INVESTOR RELATIONS (“IR”) STRUCTURE AND RESPONSIBILITY
The Company has established the following IR structure and responsibilities for the implementation of IR programme and strategy:-  
 
The Company’s Chairman, Managing Director and VP Corporate Planning & Investor Relations (“Spokespersons”) have been appointed to communicate with audience constituents and respond to questions in relation to the corporate vision, strategies, developments, future prospects, financial results and plans, operation matters, etc.  
 
To ensure consistent disclosure and avoidance of selective disclosure, employees or officers other than the Spokespersons are prohibited from interacting or communicating with investors.   
 
3. MODE OF DISCLOSURE The Company makes use of a broad range of communication channels to disseminate information regarding the Company. These would include:
3.1. Electronic facilities provided by Bursa Securities;
3.2. Press releases;
3.3. Corporate website;
3.4. Emails;
3.5. Road shows or events;  
3.6. Media interviews/press conferences; and
3.7. Annual General Meetings / Extraordinary General Meetings 

 

4. IR PROGRAMME AND STRATEGIES
The Company has the following programmes and strategies in place to bridge and enhance the relationship with investors or potential investors:-
4.1. Announcement of Material Information and Press Release An announcement is made to Bursa Securities for any material information to be disclosed, while a company press release will be issued to all major newspapers after an announcement is made for complex announcements for easy of understanding by the investing public.  The approval of announcements to be issued to Bursa Securities complies with the authorities defined under the approved Corporate Limits of Authority.
4.2. Annual General Meeting or Extraordinary General Meeting and Press Conference The Annual General Meeting / Extraordinary General Meeting / Press Conference is held to communicate with the shareholders on the Company’s performance, strategy, proposed corporate exercises, outlook, operational matters, etc.
4.3. Annual and Quarterly Financial Reports The annual report and quarterly financial reports are submitted to the Bursa Securities and are also made available on the corporate website of the Company.
4.4. Meetings or Interviews with Investors, Analysts and Media The Spokespersons will meet the shareholders, analysts or media, as and when required, to update them on the Group’s performance, strategy, development, etc. The modes of communication include, inter alia, meetings/briefings, one-on-one meetings, inquiries by telephone or email, site visits and posting of relevant presentation materials on the Company’s website.  
4.5. Participate in Investor Relations Web Portal The Company has established a company website including the creation of an IR web portal to reach out to current and potential investors.  

 

5. REPORTS AND RUMOURS
5.1. Analysts’ reports It is the Company’s policy not to provide focused guidance to analysts in their efforts to develop their financial reports or earnings estimate of the Company. The Company will point out factual errors or assumptions which are inconsistent with previously announced information.
5.2. Rumours It is the Company’s policy not to respond or comment on market rumours and speculation, unless they appear to contain material information or misinformation, or may be reasonably expected to affect the price of the Company’s securities or trading activity in those securities. 

 

6. OBTAINING FEEDBACK
The Company has developed various channels for shareholders and major stakeholders to provide their comments and feedback. The Company will consider the relevant comments and feedback received in establishing its corporate strategy.  

 

7. CONTACT DETAILS
 
1. Zainul Rahim bin Mohd Zain, Chairman
Telephone: 017 366 8253     Fax: 03 – 2092 1301
 
2. Dr Kenneth Gerard Pereira, Managing Director
Telephone: 019 – 329 0310   Fax: 03 – 2092 1301 

 

3. Mr Uday Jayaram, VP Corporate Planning & Investor Relations
Telephone: 012-298 2988 Fax: 03 – 2092 1301