IR Policy

IR Policy​

PREFACE

PETRONAS Gas Berhad (“PGB” or “Company”), being a public listed company is committed to engage, communicate and build professional relationship with its shareholders, the financial community and other stakeholders through a structured Investor Relations programme.

This Policy is formulated with the end objective to fairly and accurately represent the Company in order to enable investors and potential investors to make informed decision that will translate to a fair market valuation of the Company, build strong group of investors and supports a reasonable level of liquidity in its shares and cheaper access to future capital requirements.

In the formulation of this Investor Relations Policy, reference was made to the following:

  • ​Bursa Malaysia Securities Berhad Main Market Listing Requirement (“the MMLR”) published by Bursa Malaysia
  • Corporate Disclosure Guide – published by Bursa Malaysia
  • PGB Corporate Disclosure Guide
  • Corporate Governance Guide – Towards Boardroom Excellence, published by Bursa Malaysia
  • Powering Business Sustainability – A Guide for Directors, published by Bursa Malaysia
  • PGB Memorandum and Article of Association (“The Act”)
This Investor Relations Policy sets out the manner in which the Program will be executed and the internal procedures related to its activities.

INVESTOR RELATIONS PROGRAMME

The Investor Relations Programme will be developed, implemented, managed and reviewed by the Investor Relations Officer which is the Head of Finance and shall be approved by the Managing Director/Chief Executive Officer (“MD/CEO”) on an annual basis.

The Investor Relations team, in consultation with Management and related departments, will develop a calendar of activities which includes, but is not limited to the following:

  • Annual General Meetings
  • Quarterly financial results announcements
  • Quarterly financial results briefings
  • Corporate Development briefings
  • Analysts and Institutional Investor Meetings
  • Investor Conferences
  • Corporate Road Shows
  • Closed periods
  • Plant visits
  • Measuring effectiveness and developing the strategy for the Programme

MATERIALITY

Material information is information that is reasonably be expected to have a material effect on the price, value or market activity of any of the Company’s Securities or investors’ decision in determining their choice of action and may include event that are not exhaustive to the following:

  • ​The entry into a joint venture agreement;
  • Major change in shareholding affecting the controls of the Company;
  • New issues of securities by the Company or a change of terms for existing securities;
  • Information on dividends;
  • Significant changes in the Company’s business, strategy or investment plans;
  • Material litigation and court decision
  • A change in composition of the Board
  • The borrowing of funds
  • Any change of accounting policy or adoption of new accounting standards which may have adverse implication on the group; and 
  • Related party or recurrent related party transactions which met prescribed threshold
The approving authority for determination disclosure and announcement of material information to Bursa Malaysia, the media or public is either the Chairman of the Board, MD/CEO or the Company Secretary. Any announcement to be made to Bursa Malaysia will be guided by the requirements of Main Market Listing Requirement.

All material information to be disclosed must be accompanied by a legal disclaimer as deemed appropriate by Legal and Corporate Secretariat Department.

Material information that has been explicitly disclosed may be further disseminated at the discretion of the respective Spokesperson. The designated Spokesperson shall be accountable for all other non-material information disclosure at any engagement platforms. 

T
he company shall endeavor to the best of its abilities, through strict legal procedures, to protect the confidentiality of information provided to internal and external parties.

INVESTOR RELATIONS COMMUNICATION AND ENGAGEMENT

The Company, its Board of Directors, members of its Management Committee and the designated Investor Relations Spokesperson (s) are committed to ensure, to the best of their abilities, the delivery of timely, accurate, clear and consistent of Company’s material information to its investing community.

The Company is committed to ensuring sustained shareholders’ engagement through the following platforms:

  • ​Financial Results Announcement/Briefings (Frequency : Quarterly)
  • Corporate Development Briefings (Frequency : As necessary)
  • Analysts and Insitutional Investor Engagement (Frequency : As necessary)
  • Investor Conferences / Corporate Road-shows (Frequency : Bi-annually)
  • Extraordinary General Meeting (Frequency : As necessary)

*In addition, the Company will also respond to requests for ad-hoc meetings by analysts and institutional investors, as permitted by the Investor Relations’ activity calendar and availability of Spokesperson (s).

Annual Report

The Annual Report shall be produced internally as a collaborative project led by the Corporate Affairs team, with assistance from Investor Relations and Legal and Corporate Secretariat Department. It will serves as a vital communication tool between the Company and its shareholders, the Company is committed to ensure that the information contained in the Annual Report is accurate and correct. Upon approval by the Board of Directors, the Annual Report will be distributed to all shareholders in the Shareholder’s Registry prior to the Annual General Meeting. The content of the Annual Report, at a minimum should meet the requirements of Part A of Appendix 9C of the MMLR. This shall include, but is not limited to the following:

  • ​Corporate Profile
  • Information on the Board of Directors
  • Information on the Management Committee
  • Message from the Chairman
  • Message and Business Report from the MD/CEO
  • Group Financial Review
  • Business Review
  • Business Sustainability Report
  • Audited Financial Statements

Annual General Meeting (“AGM”)

The AGM serves as the main engagement channel between individual shareholders and the Board of Directors of PGB and shall be held once every year at such time not being more than fifteen (15) months or such period as provided for in S143 of the Companies Act 1965 (the “Act”) after the holding of the last preceding AGM and at such place as may be determined by the Directors. PGB will announced the notice of AGM at least 21 days before the AGM through an advertisement in at least one nationally circulated Bahasa Malaysia or English daily press newspaper and in writing to Bursa Malaysia.

Financial Results Announcement

The Company will announce its quarterly financial result to Bursa Malaysia on the same day the quarterly financial results are approved by the Board of Directors. A press conference shall be convened at the discretion of the Board of Directors.

Quarterly Financial Results Briefing

The Company is committed to engage with analysts and institutional investors in conjunction with its quarterly financial announcement to Bursa Malaysia either through a conference call or face-to-face meeting. The event shall be hosted by the MD/CEO, Investor Relations Officer (Head of Finance) and/or designated Investor Relations Spokesperson.

Analysts and institutional investor meetings

Session with analysts and institutional investor may be held individually or in groups, where a designated Spokesperson will host the meetings. A minimum of two representatives (one of which must be a designated Spokesperson) shall be present at all meetings or conference calls. On all of these sessions, due care must be exercised by all involved to ensure only information already in the public domain are discussed.

Investor Conferences/Corporate Road-shows

The Company is committed to participate in Investor Conferences/Corporate Road-shows that are deemed valuable and impactful in achieving the Investor Relations Programme objective at least twice each financial year represented by the Investor Relations team and a designated Spokesperson at these events.

Extraordinary General Meeting (“EGM”)

The Directors may, whenever they think fit, convene an extraordinary general meeting. Extraordinary general meetings shall also be convened on the requisition of members holding not less than one-tenth of the paid up capital. The requisition may be convened by such requisitionists as provided by Section 144 of the Act. The results of the EGM will be announced to the Bursa Malaysia, followed by a press release to the local business media and news wire. At the discretion of the Board of Directors, a press conference shall be convened. ​

CLOSED PERIOD

Closed or quiet period will commence 30 calendar days before the targeted date of announcement up to the date of the announcement of the quarterly financial results to Bursa Malaysia.

As prescribed by Chapter14 of the MMLR, any “affected person” (a person who has access or is privy to price sensitive information in relation to the Company) must comply to the procedure during closed period should they wish to transact in the shares of the Company during this period. For PGB’s purpose, this shall include, but is not limited to the following:

  • PGB Board of Directors, Management and employees
  • Directors on the Board of Petroliam Nasional Berhad (“PETRONAS”)
  • PETRONAS Downstream EXCO Committee Members
  • External/Internal Auditors

During closed period, the PGB Board of Directors, Management and Investor Relations team will not initiate any contact with analysts and investors, respond to enquiry concerning financial performance, participate in investment meetings or conferences organised by external parties. However, the Investor Relations team will respond to factual matters and non-material or price sensitive queries.

ACCOUNTABILITY AND RESPONSIBILITY

The Board of Directors is accountable for the endorsement and adoption of this Policy, following which the Policy and the clauses herewith will be applicable to the Board of Directors, Management and employees of PGB.

In regards to the Investor Relations Programme, the accountability structure is illustrated below:

​Investor Relations Programme Investor Relations Team​ Finance​ Legal & Corporate Secretariat​ Corporate Affairs​ Investor Relations Spokesperson​
​Development / Management Accountable / Responsible​ ​Consulted Consulted​ ​Informed Consulted​
​Implementation / Execution ​Accountable / Responsible ​Responsible ​Responsible ​Responsible ​Responsible
​Review ​Accountable / Responsible ​Consulted ​Consulted ​Consulted ​Consulted

INVESTOR RELATIONS SPOKESPERSON(S) AND COMMUNICATION AUTHORITY

The designated Spokesperson for Company’s Investor Relation matters (Spokesperson) in accordance to the organisation hierarchy are as follows:

Chairman of the Board​ ​
MD/CEO ​
Investor Relations Officer
(Head of Finance Division)
Head of Investor Relations​
(Head of Accounts & Reporting Department)

The MD/CEO is the primary Spokesperson and may appoint the Investor Relations Officer or the Head of Investor Relations to lead and/or host any Investor Relations communication and engagement activity. Other members of the Management Committee may also be appointed as Spokesperson for specific subjects at selected communication platforms.

No other individuals working within or outside of the Company is authorised to represent the Company on its Investor Relations matters or provide Material Information on behalf of the Company to the Company’s investing community or other stakeholders.

RESPONSES TO EXTERNAL REPORTS, PUBLICATIONS AND SPECULATIONS

Any information procured from sources other than from the Investor Relations team and designated Spokesperson and/or communication documents distributed by PGB will be deemed unauthorised information that is not endorsed by the Company.

While the Company commits to ensuring accurate factual information in every engagement and communication with stakeholders, the Company does not endorse any forward-looking calls or statements made by analysts resulting from the analysis of the information provided.

REPRESENTATION OF PETRONAS and its Subsidiaries

At any of the Company’s Investor Relations events or engagement platform, members of the Company’s Board of Directors and Management Committee, Spokesperson and Investor Relations team will represent the Company.

With the exception of PETRONAS nominee Directors holding a position within PETRONAS Group, the representatives of the Company will not disclose information or respond to external queries related to PETRONAS or any other subsidiary or public-listed company within the PETRONAS Group except for information that has been explicitly been disclosed.

POLICIES

The Policy will be reviewed on an annual basis by the Investor Relations team, with any material changes may be amended as determined by the MD/CEO to ensure relevancy and effectiveness of the Policy in achieving Investor Relations Programme objectives.

For more info, click here​ to read the policy in detail.​​​


CONTACT INVESTOR RELATIONS

Izan Hajar Ishak

Head of Investor Relations

PETRONAS Gas Berhad

T: +603 2331 9366

E: ir.petronasgas@petronas.com