Investor Relations Policy

Preface
PETRONAS Gas Berhad (PGB) 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 PGB 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 support 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:
 
  • Main Market Listing Requirement (“MMLR”) – published by Bursa Malaysia
  • Corporate Governance Guide (4th Edition) – published by Bursa Malaysia
  • Corporate Disclosure Guide – published by Bursa Malaysia
  • Powering Business Sustainability – A Guide for Directors, published by Bursa Malaysia
  • PGB Corporate Disclosure Guide
  • PGB Memorandum and Article of Association (“the Act”)
 
This Investor Relations Policy sets out the manner in which the Investor Relations Programme will be executed together with the internal procedures related to its activities.
Investor Relations Programme
The Investor Relations Programme shall be developed, implemented and managed on an annual basis.
 
The Investor Relations team, in consultation with Leadership Team and related departments, will develop a calendar of activities which includes, but not limited to the following:
 
  • ​Annual General Meeting
  • Analyst Briefing
  • Investor Conference / Corporate Roadshow
  • Analyst and Institutional Investor Meeting
  • Investor Day
  • Site Visit
Materiality
Material information is information that is reasonably 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 events that are non-exhaustive as the following:
 
  • ​The entry into a joint venture agreement
  • Major change in shareholding affecting the control 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
  • Related party or recurrent related party transactions which met prescribed threshold

 

The approving authority for determination of disclosure and announcement of material information to Bursa Malaysia, the media or public is either the Chairman of the Board, the MD/CEO or the Company Secretary. Any announcement to be made to Bursa Malaysia will be guided by MMLR.
 
Material information that has explicitly been publicly disclosed may be further disseminated at the discretion of the respective Spokesperson(s). The designated Spokesperson(s) shall be accountable for all other non-material information disclosure at any engagement platforms.
 
Investor Relations Communication and Engagement
PGB is committed to ensure, to the best of its abilities, the delivery of timely, accurate, clear and consistent material information to the investing community through the following platforms:
 
  • Annual Report (Frequency : Annually) 
  • Annual General Meeting (Frequency : Annually) 
  • Analyst Briefing (Frequency : Quarterly)
  • Investor Conference / Corporate Roadshow (Frequency : Bi-annually)
  • Analyst and Institutional Investor Meeting (Frequency : As necessary)
  • Investor Day (Frequency : As necessary)
  • Site Visit (Frequency : As necessary)
  • Extraordinary General Meeting (Frequency : As necessary)
 
In addition, PGB will also respond to requests for ad-hoc meetings or events, as permitted by Investor Relations’ activity calendar and availability of Spokesperson(s).
Closed Period

Closed or quiet period will commence 30 calendar days before the target 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 not limited to the following:
 
  • ​​PGB Board of Directors, Leadership Team and employees
  • Directors on the Board of PETRONAS
  • PETRONAS Gas Business Leadership Team
  • External/Internal Auditors
 

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

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, Leadership Team and employees of PGB.

 
In regards to the Investor Relations Programme, the accountability structure is illustrated below:
 
Investor Relations Programme Investor Relations Team​ Finance & Risk Corporate Secretarial Strategic Communications Investor Relations Spokesperson​(s)
​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(s) for PGB Investor Relations matters in accordance to the organisation hierarchy are as follows:

 
Chairman of the Board​ ​
MD/CEO ​
Chief Financial Officer Head of Investor Relations​
 

The MD/CEO as the primary Spokesperson may appoint Chief Financial Officer or Head of Investor Relations to lead and/or host any Investor Relations communication and engagement activity. Other members of the Leadership Team may also be appointed as Spokesperson(s) for specific subjects at selected communication platforms.

 

No other individuals working within or outside of PGB is authorised to represent the company on its Investor Relations matters or provide material information on behalf of the company to the 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(s) and/or communication documents distributed by PGB will be deemed unauthorised information that is not endorsed by the company.

 

While PGB commits to ensuring accurate factual information in every engagement and communication with stakeholders, PGB 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 Investor Relations events or engagement platforms, members of PGB Board of Directors, Leadership Team, Spokesperson(s) and Investor Relations team will only 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 explicitly been publicly disclosed.

Company Website

PGB will use its website as one of its primary communication conduits to enhance existing modes of disseminating information, but not as a substitute for existing modes.

 
Policies

The Policy will be reviewed every five (5) years by the Investor Relations team, with any material changes may be amended as determined by the MD/CEO to ensure relevance and effectiveness of the Policy in achieving Investor Relations Programme objectives.

 
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