PETROS Code of Conduct and Business Ethics

RESTRICTED
PETROS Code Of Conduct And

Business Ethics
v1.0
August 2021
TABLE OF CONTENTS
_____________________________________________________________
1.0 INTRODUCTION .............................................................................................................. 4

1.1 Objective................................................................................................................ 4
1.2 Scope .................................................................................................................... 4
2.0 OUR CULTURE: WORKPLACE & ENVIRONMENT ........................................................ 6

2.1 Health, Security, Safety and Environmental Protection .......................................... 6
2.2 Fairness & Non-Discrimination ............................................................................... 6
2.3 Mutual Respect ...................................................................................................... 6
2.4 Integrity at Workplace ............................................................................................ 7
2.5 Harassment, Gender Bias and Violence ................................................................ 8
2.6 Drug and Alcohol Abuse ........................................................................................ 8
3.0 AVOIDING CONFLICTS ................................................................................................... 9

3.1 Conflict of Interest and Abuse of Power ................................................................. 9
3.2 Anti-Bribery and Corruption.................................................................................. 10
3.3 Anti-Money Laundering and Anti-Terrorism Financing ......................................... 11
3.4 Outside Employment, Business and Political Activities ........................................ 12
4.0 PROTECTING OUR COMPANY..................................................................................... 13

4.1 Confidentiality and Privacy ................................................................................... 13
4.2 Dealing with Corporate Records .......................................................................... 14
4.3 Protecting Assets and Resources ........................................................................ 14
5.0 PERFORMING OUR ROLES AND RESPONSIBILITIES ............................................... 16

5.1 Public Statement and Communication with Stakeholders..................................... 16
5.2 Obligation in Relation to Financial and Non-Financial Reporting .......................... 17
6.0 HOW WE WORK WITH EXTERNAL PARTIES .............................................................. 18

6.1 Anti-Trust and Competition .................................................................................. 18
6.2 Dealing with State, Federal Government and International Organisations ............ 19
6.3 Dealing with Counterparties and Business Partners............................................. 19
6.4 Customs, Trade Controls and Sanctions .............................................................. 20
7.0 DISCIPLINARY PROCESS AND REPORTING .............................................................. 21
7.1 Reporting of Unethical and Illegal Conduct .......................................................... 21
7.2 Disciplinary Procedures ....................................................................................... 23
PETROS Code Of Conduct And Business Ethics RESTRICTED |2

8.0 KEY ROLES AND RESPONSIBILITY ............................................................................ 23
8.1 Board of Directors ................................................................................................ 23
8.2 Executive Committee ........................................................................................... 24
8.3 Integrity Team ...................................................................................................... 24
8.4 Employee ............................................................................................................. 24
9.0 ASSURANCE OF CONTROLS AND CONTINUOUS IMPROVEMENT .......................... 24

9.1 Declaration and Assurance .................................................................................. 24
9.2 Review and Changes ........................................................................................... 25
APPENDIX: Frequently Asked Questions ............................................................................... 26

DEFINITIONS ............................................................................................................................. 29

1.0 INTRODUCTION
1.1 Objective
PETROS’ Code of Conduct and Business Ethics (“COBE”) serves to outline standards regarding
ethical business conduct and acts as a guiding document for interactions with stakeholders.
This COBE sets forth the fundamental policies and rules which are applicable to all Directors and
employees of Petroleum Sarawak Berhad (“PETROS” or the “Company”) and its related entities
(collectively referred to as PETROS Group or the “Group”). All employees of PETROS Group are
required to understand, support and comply with these policies and rules, both individually and
collectively within their respective department and business unit. PETROS also expects those
contractors, sub-contractors, consultants, agents, representatives and others performing work or
services for or on behalf of the Group will comply with the relevant parts of the COBE when
performing such work or services.
Policies and rules for the acceptable conduct of all employees are necessary for the benefit and
protection of the rights and wellbeing of all employees and the orderly operations of the businesses
of the Group. These policies and rules delineate the perimeters of “what ought to be done” and
“what ought not to be done” in order to define what is an “acceptable conduct” within the Group.
Failure to abide by these policies and rules can lead to disciplinary actions, including, but not
limited to, dismissal.
There will be serious ramifications for non-adherence to the stipulations in this COBE based on the
gravity of the breach. In selected cases, this could even lead to the termination of contracts and
reporting to the relevant law enforcement agencies.
1.2 Scope
The COBE applies to every employee and director of PETROS Group and where applicable,
contractors, sub-contractors, consultants, agents, representatives and others performing work or
services for or on behalf of the Group.
This COBE is formulated by considering the following laws and regulations, including the
following authoritative promulgations:
▪ Companies Act 2016;

▪ Malaysian Anti-Corruption Commission Act 2009;
▪ Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities 2001;
▪ Competition Act 2010;
▪ Whistleblower Protection Act 2010;
▪ Personal Data Protection Act 2010; and
▪ Strategic Trade Act 2010
This COBE takes into consideration established guidelines and better practices including the
following:

▪ Malaysian Code on Corporate Governance (“MCCG”) by Securities Commission
Malaysia; and
▪ Malaysian Anti-Corruption Commission Act 2009 (“MACC Act”) and the accompanying
Guidelines on Adequate Procedures pursuant to Section 17A of the said Act.
Where there is a conflict between the contents of this COBE and the laws and regulatory
promulgations, the relevant enumerations contained in the legislations and regulations shall
prevail.
The COBE must also be read in tandem with other governance policies and documents of
PETROS Group, but not limited to, such as the following:
▪ Delegation of Authority Manual;

▪ Health, Safety, Security and Environment Policy;
▪ Contracting and Procurement Procedure Manual;
▪ Whistleblowing Policy; and
▪ Anti-Bribery and Corruption Policies and Procedures:
➢ Third Party Dealings Policy and Procedures;
➢ Conflict of Interest Policy and Procedures;
➢ Gift, Entertainment, and Hospitality Policy and Procedures;
➢ Corporate Social Responsibility, Donations and Sponsorship Policy and Procedures;
➢ Facilitation Payments and Kickback Policy and Procedures; and
➢ Training and Communication Policy and Procedures
In the event of ambiguity concerning the stipulations contained in this COBE, all employees and
Directors should consult the Human Resource department and/or Integrity Team to navigate the
attendant issues.
In this COBE, employees and Directors are referred to using the second personal pronoun “You”.
Words importing one gender include the other gender and words importing the singular include the
plural and vice versa, as the case may be.

2.0 OUR CULTURE: WORKPLACE & ENVIRONMENT
2.1 Health, Security, Safety and Environmental Protection
2.1.1 The Group’s top priority is your health, security and the safety of our workplace. We take a
strong commitment to continually improve the standards set by us. The Group takes pride
in making the workplace a safe and comfortable environment for you to work productively
and efficiently.
2.1.2 The Group strives to reduce its emissions and wastes to minimise our impact on the
environment. It is our responsibility to preserve the environment and make it a better place
of living. We strive to achieve a sustainable long-term balance between meeting our
business goals and preserving the environment.
2.1.3 The Group is committed to exercise strict compliance to health, safety, security,
environment standards in accordance to the Group’s HSSE Regulatory Compliance
obligations. You are expected to report hazard and incidents as quickly as possible to the
Line management so as to enable the conduct of investigations/rectifications.
2.1.4 You must ensure that where the Group operates, you shall abide by the prevailing Federal
Government and Sarawak State laws and guidelines by local authorities in prioritising the
safety of your colleagues and their families, as well as the wider network of the Group’s
partners and customers. The Group is also committed to observing the International
Association of Oil and Gas Producers (IOGP) Life Saving Rules with regards to workplace
safety. You are expected to familiarise yourself with IOGP Life Saving rules to protect
yourself and your colleagues from workplace injuries and fatalities.
2.2 Fairness & Non-Discrimination
2.2.1 The Group’s success and growth depend on recruitment and retaining skill, and a diverse
workforce of employees. Employee related decisions are based on relevant qualifications,
merit, performance and other job-related factors and in compliance with all applicable laws
and regulations. You will be recognised for your skill, knowledge and experience which are
vital to the growth of the Group. We believe in giving opportunities to all, and endeavour to
ensure that there is fairness when it comes to employee related decisions.
2.2.2 In line with Shareholder’s aspirations, while PETROS prioritises the recruitment of
Sarawakians to the Group, there shall be no discrimination based on gender, race,
disability, nationality, religion, age or sexual orientation among employees. During the hiring
process, candidates may also be evaluated based on, amongst others, their commitment to
adhere to the vision, values and overall corporate culture of the Group.
2.3 Mutual Respect
2.3.1 You are expected to treat each other with respect and value each other’s differences and
diverse perspectives. You are responsible to create a conducive working environment that

is non-discriminatory towards race, religion, gender, age, social status, disability or
nationality. You shall obey all existing laws, policies, standards and procedures related to
work environment, and to respect fellow colleagues at the workplace.
2.4 Integrity at Workplace
2.4.1. The Group is committed to the highest standards of integrity, openness and accountability
in the conduct of its business and operations. The Group encourages you to report any
suspected or actual corruption or any breach of the Group’s policy to the Integrity Team
and gives you the assurance that your concerns will be taken seriously and investigated in
accordance to prevailing Group policies and processes. The Group requires you to act with
integrity, exercise good judgement and discretion when discharging your roles and
responsibilities.
2.4.2. Integrity is essential and cannot be compromised. If you fail to comply with the COBE and
the relevant prevailing state and federal laws, it may result in disciplinary action, including
the possibility of dismissal and, if warranted, legal proceedings or criminal sanctions.
2.4.3. The Group adheres to its Gifts, Entertainment and Corporate Hospitality Policy (“GEH
Policy”). You are not to take and/or give gifts, soliciting and/or providing gifts or gratuitous
services or any kind of benefits that could affect the professional judgement or create the
impression of improperly influencing the respective business relationship, except in
circumstances as prescribed under the GEH Policy, subject to the Delegation of Authority
Manual (“DOA Manual”).
As per the GEH Policy, subject to the DOA Manual, employees may offer or give GEH Benefits in
connection to PETROS’ business, provided that they are not prohibited by the GEH Policy, in the
form of a gift, corporate hospitality and/or permitted entertainment of a value deemed modest and
appropriate to the occasion within prescribed internal controls.
As per GEH Policy, subject to the approval of the Executive Committee, you may receive (but not
request) GEH benefits in connection with PETROS’ business, provided that they are not
prohibited by the GEH Policy, in the form of a gift, corporate hospitality and/or permitted
entertainment of a value deemed modest and appropriate to the occasion and within internal
thresholds.
With the above stipulations, you are expected to follow the guidance below:
▪ You shall not accept any gifts or cash or the offer of gratuitous services from any of the
Group’s contractors or their sub-contractors of any tier, suppliers, bankers, dealers or
customers, whether actual or potential and whether they be offered/made directly or
indirectly or whether they be made to you or to your family members.
▪ You are not permitted to offer or provide any gift, entertainment and corporate hospitality
(GEH) benefits to public officials including their family members; subject to a value
deemed modest and appropriate to the occasion and within prescribed internal
thresholds.
▪ In circumstances where it is difficult for you or your family members to refuse gifts of
whatever nature, either directly or indirectly, from the Group’s contractor or their sub-

contractors of any tier, suppliers, bankers, dealers or customer, whether actual or
potential, such gifts must, on receipt, be reported in writing to Line Management
▪ In each case, you will consult Line Management for advice on whether the gift may be
retained or will have to be returned forthwith.
2.5 Harassment, Gender Bias and Violence
2.5.1 The Group is committed to maintaining a work environment that is free from any form of
harassment, based on any legally protected status. You shall avoid any behaviour or
conduct that could reasonably be interpreted as harassment. Harassment is any verbal or
physical conduct designed to threaten, intimidate or coerce an employee, co-worker, or any
person working for or on behalf of the Group. It also includes unwanted sexual behaviour
that are offensive, humiliating or intimidating.
2.5.2 Discrimination whether verbal, physical, or visual that is based upon protected status under
law, such as sex, race, ancestry, religion, caste, national origin, age, disability, medical
condition, marital status, or other protected company status is unacceptable.
2.5.3 Workplace violence, including threats, threatening behaviour, harassment, intimidation,

assaults and similar conduct will not be tolerated. If you experience or witness any such
situation, you should report immediately to your Line Management or the Human
Resources department.
2.5.4 Any threat or concern about your safety or the safety of others should be reported
immediately to your Line Management or the Human Resources Department.
2.5.5 All forms of sexual harassment in the workplace are strictly prohibited. In the same vein,
false accusation of sexual harassment will not be tolerated.
2.5.6 All sexual harassment complaints will be investigated in a discreet manner to protect the
identities of all parties concerned.
2.5.7 You are to immediately report to your Line Management or to the Human Resources
department if any act or conduct, which is inconsistent with this COBE, is experienced or
witnessed.
2.6 Drug and Alcohol Abuse
2.6.1 You are strictly prohibited from any usage, possession, distribution or sale of illegal drugs,
alcohol or any other prohibited substances while on any of the Group’s premises or
discharging your duties.
2.6.2 Alcohol consumption is prohibited on any premises of the Group, however the Executive
Committee may permit exceptions in writing for special events or occasions.

2.6.3 You shall not be under the influence of alcohol or drugs that could negatively impact sound
decision-making process during the course of work in the Group. Exception to this rule is
allowed when you consume drugs as prescribed by a medical professional for medical or
therapeutic purposes.
2.6.4 If you are suspected to be under the influence of drugs, alcohol, or any other prohibited
substances, you shall be required to consent to undertake a medical test at the Group’s
panel of clinics, government clinics or hospitals.
2.6.5 The Group may conduct unannounced searches and tests for alcohol and drug abuse on
office premises. Failure to comply with the policy can result in disciplinary action, including
dismissal or termination of employment.
3.0 AVOIDING CONFLICTS
3.1 Conflict of Interest and Abuse of Power
3.1.1 Conflict of interest arise when personal interests and relationships impair or appear to
impair the independence of any judgement, where you are expected to exercise in
discharging your duties to the Group. It could also arise in situations where you may be in a
position to take advantage of your role in the Group for your personal benefit, including the
benefit of your family members or close acquaintances. This undermines duties of good
faith, fidelity, diligence and integrity as expected by the Group from you in discharging your
duties and obligations. Instances or situations includes, but not limited to:
▪ You shall not indulge yourself in receiving or giving of gifts or entertainment as it may
cause conflict of interest situations with the Group interests.
▪ If you are in a position to influence decisions that are made by the Group with respect
to dealings with a business, enterprise or entity owned or partially owned by you, the
employee’s family member, friend or those with whom he/she has a close personal
relationship with; or
▪ If you have relationships that go beyond normal professional terms and social
friendships, it may create a conflict of interest situation as well as opportunities for
exploitation or bias. Such relationships can undermine and negatively affect the
reputation and integrity of the Group.
3.1.2 You need to ensure that you keep all business relationships strictly professional.
Relationships that may have an impact on your independence or professionalism, may
influence your judgment, which is always to be avoided.
3.1.3 Working with family members as employees in the Group can lead to conflict of interest
situations as the employee concerned might not be able to exercise sound judgment in his

or her responsibility. Consequently, a situation where family members are in the same
department should be avoided, unless in exceptional circumstances.
3.1.4 If you have a spouse under employment in the Group, the Company reserves the right to
transfer to a different department or location, taking into consideration potential conflict of
interest situations that may arise.
3.1.5 You shall not engage in any activity or advance personal interests at the expense of the
Group’s interests. You must avoid conflicts and situations that may be perceived as
creating a conflict of interest that may influence your judgment in the discharge of
responsibilities.
3.1.6 You shall make a voluntary declaration (in addition to the annual declaration), when there
is potential conflict of interest before each tender exercise or any other business dealings of
the Group and exclude yourself from any tender evaluation and deliberation.
3.1.7 You may stand as surety or guarantor for any borrower provided that you do not place
yourself under any serious obligation to any person:
▪ who is, directly or indirectly, subject to your official authority;

▪ with whom you have or are likely to have official dealings
3.1.8 If you have reason to suspect an abuse of power, you shall report to your immediate
superior or the Integrity Team as prescribed by the Group’s Anti-Bribery and Corruption
Policies and Procedures and/or Whistleblowing Policy. Abuse of power by a superior to a
subordinate is illegal. Abuse of power could arise in various forms which include but not
limited to:
▪ requesting you to attend to personal errands or favours for personal gain;

▪ pressuring you to distort facts or break rules;
▪ bullying or harassing behaviour;
3.2 Anti-Bribery and Corruption
3.2.1 You shall not, in any circumstances, be involved in any form of acts of corruption or
bribery, either directly or indirectly (Refer to Appendix 4 on the various forms of corruption
and bribery).
3.2.2 The Group is committed to the highest standards of integrity, openness and accountability
in the conduct of its businesses and operations. It aspires to conduct its affairs in an ethical,
responsible, and transparent manner.
3.2.3 You shall not give or receive gifts, entertainment or sponsorship which is not in accordance
with the Group’s policies.
PETROS Code Of Conduct And Business Ethics RESTRICTED | 10

3.2.4 You must be cognisant of the fact that bribes may be in any form, monetary or otherwise
including but are not limited to unauthorised benefits such as referral fee, commission or
other similar compensation, material goods, services, gifts, business amenities, premiums
or discounts of an inappropriate value.
3.2.5 You must refrain from any activity or behaviour that could give rise to the perception or
suspicion of any corrupt conduct or the attempt thereof in their official capacity as well as
outside of work to protect the reputation and integrity of the Group.
3.2.6 If you face a situation which could involve corruption, you may utilise the Group’s
whistleblowing channel or report your concern to your Line Management/Integrity Team.
3.2.7 Any report related to anti-bribery or corruption made to the Group in good faith, will be
accorded protection to the extent reasonably practicable with the Whistleblowers Protection
Act 2010 (“WPA 2010”). Such protection is accorded to all whistleblowers, even if the
investigations on the suspected breach or violations later reveal that the whistleblower is
mistaken (pls refer to Section 7: Disciplinary Process and Reporting).
3.3 Anti-Money Laundering and Anti-Terrorism Financing
3.3.1 Money laundering is the concealment of the origins or nature of money or assets obtained
through unlawful or illegal means or activity in legitimate business dealings or utilisation of
legitimate funds to fund or support criminal activities, including financing terrorism.
3.3.2 You are prohibited from being involved in money laundering and terrorism-financing
activities as enshrined in the Anti-Money Laundering and Anti-Terrorism Financing and
Proceeds of Unlawful Activities 2001(“AML/ATF”). It includes but not limited:
▪ Money laundering; and

▪ Structuring transactions to evade reporting requirement.
3.3.3 If you detect or suspect any violations of the AML/ATF regulations, you shall inform the
Integrity team immediately.
3.3.4 If you are found to be engaging or assisting in money laundering activities, criminal
proceedings may be instituted against you in accordance with the laws applicable on anti-
money laundering.
3.3.5 The following are some example indicators of money laundering and terrorism financing:
▪ Requests for payment amounts that differ from the milestones stated in the contract;
▪ Currency of payment that differs from that stated in the contract;
▪ Mode of payment used is outside the course of normal business practice; and
▪ Payments to or from parties that are not the contracting parties.

3.4 Outside Employment, Business and Political Activities
3.4.1 While you are a full-time employee of the Group, any other employment or commercial
involvement, even outside of working hours are prohibited. This is particularly critical when
it conflicts with the interests of the Group, unless express approval is obtained. You may
involve in some limited commercial activities outside of your working hours with the Group,
as long as your productivity in the Group is not affected and there is no conflict of interest
situations. However, you must obtain prior written permission from the GCEO. Failure to
obtain written permission will result in disciplinary actions being taken against you, which
can result in the termination of your employment in the Group.
3.4.2 You may not accept employment in or undertake work for any other company, firm or
organisation while you are in full-time employment with the Group. Any outside business
appointment or undertaking whether as employee, director, active partner, advisor, agent,
manager or consultant, whether on a paid or gratuitous basis may only be undertaken in
exceptional cases and only with the GCEO’s written permission.
3.4.3 The Group has zero tolerance of business associates and partners who do not conduct
themselves in accordance with the policies and principles of the Group where it brings
disrepute or legal implications to the Group. Any non-compliance with the principles of the
Group by business associates and partners may lead to the review and/or termination of
any agreement with such parties.
3.4.4 You have the right to participate as individuals in the political process. Your participation
shall be carried out entirely on your own accord, by your own volition, in your own time and
using your own resources. You must always ensure that such activities will and do not have
any impact on your performance of duties and responsibilities to the Group.
You must be mindful that your political activities must not tarnish the reputation or corporate
image of the Group. You must avoid implicating the Company in your involvement in
political activities.
3.4.5 If any employee below Executive Committee level have any interest or intention to hold any
key position as an office bearer in any political party, this interest or intention shall first be
disclosed to your immediate Line Management and the Group Chief Executive Officer
(GCEO). A written approval must be obtained from the GCEO before you accept any
position in a political party.
3.4.6 Any director or Executive Committee member who wishes to hold any key position as office
bearer in any political party must disclose this interest of intention to the Board Chairman
and a written approval must be obtained before you accept any position in a political party.
3.4.7 Any employee who wishes to actively participate full time in politics or are nominated as
candidates in any election or are elected as representatives in the Federal or State
Legislature must resign from the Group.

3.4.8 You shall not endorse or identify yourself with any political act, activity, event or political
donation using the Group’s name, reputation and/or connections.
3.4.9 The Group strictly prohibits you from giving, receiving or soliciting corporate social
responsibility, donations, and sponsorships from external parties except when the
permission is given in writing from the GCEO or the Board Chairman. Corporate social
responsibility, donations and sponsorships which are more likely to be regarded as corrupt
include but not limited to:
▪ A request made to or by a public official to provide sponsorship for an event being

organised by a charity, whose objectives and potential use of funding are not clear to
the Group; and
▪ Donations to a party or politician who has or could have direct influence over a decision
which could affect the Group.
3.4.10 Your private political opinions must be clearly communicated as strictly your own personal
opinions and not be construed as representation of the Group’s position.
4.0 PROTECTING OUR COMPANY
4.1 Confidentiality and Privacy
4.1.1 You shall hold in confidence all confidential information acquired during the term of service
or employment with the Group and shall not disclose the same to unauthorised persons,
unauthorised employees, third parties and members of the public unless otherwise
authorised by the Board or the Executive Committee for a legitimate purpose.
You have an obligation to continue to preserve the proprietary and confidential information
even after the appointment/employment has ceased, unless disclosure is required by any
order of any court of competent jurisdiction or any competent judicial, governmental or
regulatory authority.
You may not use disclose or copy confidential information at any time, and must, to your
best endeavours, including implementing adequate security measures, ensure that third
parties do not use, disclose or copy confidential information, except:
▪ for the purpose of and to the extent necessary to perform employment duties;
▪ if the Group has agreed in writing to the specific disclosure, use or copying of
confidential information; or
▪ where disclosure of specific confidential information is required to comply with any
applicable laws.
4.1.2 You are to be vigilant to avoid unintentional disclosure by adopting safe practices when
transmitting or storing confidential information. Any unlawful disclosure of confidential

information may adversely affect the financial performance as well as potentially cause
reputational damage to the Group, which must be avoided at all times.
4.1.3 If there are suspected disclosure of the Group’s confidential information, the Integrity Team
will conduct thorough investigation of the matter. You must exercise due care to protect
such confidential information including those received from other parties. You shall take
necessary steps to maintain confidentiality at all times to avoid inadvertent disclosures.
Listed below are some common examples of confidential information:
▪ personal data and private information;

▪ ideas, inventions and other developments or improvements within the scope of the
Group business operations or that relate to any of the Group’s works or projects;
▪ technical information on business proposals, tenders, plant equipment, processes,
operations and products;
▪ non-public earning reports, financial data and information;
▪ cost, pricing, marketing or service strategies;
▪ forecasted and actual figures on sales and inventories; and
▪ lists of customers and suppliers, procurement plans or product prices
4.2 Dealing with Corporate Records
4.2.1 You shall not misuse the Group’s corporate records for your own personal interest or for
the purpose of any illegal or unauthorised purposes.
4.2.2 You shall protect confidential business information of the Group and its counterparties, and
never use it for your own benefit or the benefits of third parties or external individuals.
Confidential information may only be disclosed, for the following reasons:
▪ To perform employment duties where necessary;

▪ If the Group has agreed in writing to the specific disclosure; or
▪ Where disclosure of specific confidential information is required to comply with any
applicable laws.
4.3 Protecting Assets and Resources
4.3.1 You shall, always protect the Group’s assets, both tangible and intangible assets (such as
trademark, logo, brand position, office facilities, laptops, mobile devices, etc) from wastage,
loss, vandalism or damage, misuse, theft, misappropriation or infringement of Intellectual
Property rights ensure these assets are used in a responsible, legal and prudent manner.
You shall not misuse the Group’s assets for your own personal interest or for the purposes
of any illegal or unauthorised purposes.
4.3.2 You are responsible for appropriately using and safeguarding the Group’s assets and
ensure that you disclose all Group Intellectual Property created by you and all work
undertaken during your employment. You must take reasonable steps to prevent misuse of,
or damage to, such property. This includes but not limited to:

▪ Resources, official privileges, and assets of the Group (e.g. your official email address,
laptops, mobile devices etc); and
▪ Intellectual Property.
4.3.3 You shall comply with the Group policies and applicable laws concerning the Group’s
protection of its assets and resources.
4.3.4 You shall ensure that all expenditures and usage of funds are made accurately. Usage of
the Group’s profit or any other assets for unauthorised or unlawful purposes is not allowed
for any purpose whatsoever. You shall also ensure that all expenditures, such as expense
reimbursement claims and corporate credit card spending, are in line with existing business
travel or card usage guidelines.
4.3.5 You shall be responsible for all the assets of suppliers/vendors that are entrusted under
your care; treating those items with the same level of care as with all other physical
properties belonging to the Group.
4.3.6 You shall only use the Group issued laptops and any mobile devices as officially permitted
and shall not install any external and unauthorised materials/ software/ hardware or access
restricted websites or domains. You are to comply with all the policies related to the usage
of computers and information technology and its amendments from time to time.
4.3.7 You are not to misuse the Group issued laptops or mobile devices to access non-work-
related internet sites (such as social networking platforms, social blogs gambling,
pornographic and websites that are considered inappropriate). You must not deliberately
tamper the laptops or mobile devices in order to use it to install unauthorised hardware or
software.
4.3.8 The Group has ownership over its name, masterlogo and logomark and does not lend
permission to any employee or former employee to use or refer to its name, masterlogo and
logomark without express written permission from the GCEO. You are expected to ensure
that you do not misuse the Group’s name, masterlogo and logomark in any way via
mentions on social media platforms, the mainstream media, external parties or competitors.
4.3.9 All reports, data and information utilised during your tenure at the Group shall be treated as
private and confidential, and belonging to the Group.
You shall not at any time, after the cessation of your tenure with the Group, whether by
resignation or otherwise, use any of the Group’s reports, data or any information
considered confidential information, for personal or any unlawful purposes, such as
revealing them to external parties, the mainstream media or competitors. You are expected
to take reasonable precautions to keep confidential all information and data pertaining to
PETROS during your employment or cessation of employment with the Group.

5.0 PERFORMING OUR ROLES AND RESPONSIBILITIES
5.1 Public Statement and Communication with Stakeholders
5.1.1 You shall not, either orally, in writing or in any other form, make any public statement or
comment on policies, decisions, events, measures or matters of the Group to any person,
organisation or institution, without proper authorisation from the Company. You must not
circulate any such statement made by any Third Party, whether told in confidence or
otherwise, that could unfavourably affect the Group’s reputation.
5.1.2 You must not either orally, write (including social media platforms), make or circulate any
public statement on policies or decisions and/or comment on matters relating to the Group
or work in the department in which you are or were employed. You shall not:
▪ use information gained during employment for personal advantage;

▪ disclose any confidential information about the Group and/or its affiliates or associates’
affairs to unauthorised persons without written permission; and
▪ use and/or appear to use confidential information for the benefit of themselves or
others.
Specific Guidelines
▪ You are not authorised to make any statement or to give any information relating to the
Group or any of its activities to the news media without prior written clearance from the
GCEO.
▪ All inquiries from the news media must not be responded to, unless authorised by the
GCEO. The news media include newspapers, magazines and other publishers, radio
and television stations and/or any other agency that disseminates information to the
public.
▪ If you intend to disseminate Group-related information to the public, you must first
obtain written permission from the GCEO prior to dissemination.
5.1.3 You must maintain a high level of trust by protecting the interest of stakeholders as well as
PETROS’ professional integrity. Being professional requires you to place the interest of the
Group above the interest of any other individual or business entity.
5.1.4 You must review and be conscious on issues within areas regarding conflict of interest in
reference to Related Party Transactions (RPT). You must ensure related transactions are
not detrimental to the interest of stakeholders and the Group. Related party transactions
occur with individuals or entities such as:
▪ business affiliates,
▪ shareholder groups;
▪ subsidiaries; or
▪ minority-owned companies

Examples of RPT include:
▪ sales;
▪ leases;
▪ service agreements; or
▪ loan agreements
5.1.5 You shall put in practice the Group’s values of Respect, Integrity, Professionalism and
Passionate at all times while being an employee of PETROS.
5.2 Obligation in Relation to Financial and Non-Financial Reporting
5.2.1 The Group is committed to ensuring the integrity of financial and non-financial information,
in full compliance with statutory regulations and standards applicable for the benefit of
stakeholders, including but not limited to the Board of Directors, Executive Committee,
creditors, shareholders as well as Federal and various State Government agencies.
5.2.2 You shall safeguard business documents or financial and non-financial records that are
under your purview, ensuring that they are accurately maintained, prepared, and accurately
disclosed in a timely manner.
5.2.3 You shall not compromise the integrity and professionalism of the Group’s policies and
processes. You shall not engage in inaccurate, false or misleading record keeping.
Situations of inaccuracies include:
▪ Concealing, altering, destroying or otherwise modifying the Group records or

documents other than in accordance with established ordinary course procedures (and
in no case impede or frustrate an investigation or audit or conceal or misstate
information);
▪ Intentionally make a false or misleading entry in a record, report, file or claim (including
travel and entertainment expense reports);
▪ Establish accounts, companies or arrangements that are false or improper negatively

impact the Group’s controls, policies or procedures; This may include examples of:
➢ Asset misappropriation (GEH benefits); and
➢ Falsification of cheque frauds
▪ Failure to cooperate fully and truthfully with internal and external audits authorised by
the Group; and
▪ Engage in any scheme to defraud anyone of money or property.
5.2.4 You shall comply with all policies and procedures established by the Group, to safeguard
and support the integrity and accuracy of financial and non-financial reporting.

5.2.5 Falsification of financial or any other records or misrepresentation of information may
constitute fraud and can result in civil and criminal liabilities for Directors, employees and
the Group. You are obliged to report false entries or omissions in order to highlight
questionable or improper accounting in the books and records of the Group.
6.0 HOW WE WORK WITH EXTERNAL PARTIES
6.1 Anti-Trust and Competition
6.1.1 The Group is committed to competing ethically in the marketplace. You are required to
comply with competition and anti-trust laws in the countries in which the Group operates.
You must be aware that infringement of such laws can result in civil and criminal liability for
both you and the Group. Disciplinary action, including dismissal from the Group can be
implemented in the case of such infringements.
In addition, you shall not use illegal or unethical methods to compete in the market:
▪ exchanging competitive information with competitors;

▪ dividing up markets, territories or customers; and
▪ you must not misappropriate proprietary information or possess trade secrets obtained
without the owner’s consent or by pressuring disclosures from employees of other
companies.
6.1.2 You must ensure that your actions towards business partners (e.g. customers and
suppliers) competitors and governmental authorities always reflect fair and proper business
practices.
6.1.3 You shall ensure that business affairs with its customers, suppliers, competitors and
government authorities are following applicable fair competition and anti-trust laws.
6.1.4 You shall not engage in anti-competitive practices, which may constitute offences under the
Competition Act 2010:
▪ price fixing;
▪ market sharing;
▪ limiting production or supply; and
▪ bid rigging.
6.1.5 In the event that you are involved in the negotiations or drafting of business proposals or
tender exercises, you shall restrict all discussions on the business proposal or tender
exercise internally with the relevant employees of the Group. You are prohibited at all times
from discussing the Group’s proposal, strategy or any information related to the proposal or
the tender to any external party or competitor.

6.1.6 You are prohibited from disclosing, sharing, or entering into any form of agreement with any
competitor’s company, on any of the Group’s information, whether it is requested formally
or informally.
6.1.7 When you engage with potential Third Parties, red flags can be identified at the
commencement of the relationship at any point during the life of the relationship. Examples
include:
The transaction involves a country known for high incidence of corrupt payments;
Inadequate credentials for the nature of the engagement or lack of an office or an
established place of business; or
Third Party’s identity is not disclosed as part of the business transaction.
6.1.8 You are not to encourage customers, suppliers or former employees of competitors to
provide information that they should keep confidential.
6.1.9 Employees who participate in the violation of competition rules will be subjected to
disciplinary actions by the Group.
6.2 Dealing with State, Federal Government and International Organisations
6.2.1 The Group prohibits the making or offering of monetary or in-kind (e.g. resources, facilities
or personnel time) contributions to political parties, political party officials, candidates for
political office or to the funds of companies whose activities are directed at promoting
political interests.
6.2.2 The Group strives to build transparent and fair relationships with Government agencies,
public officials and international organisations. Appropriate action must be taken to comply
with the applicable laws and regulations of the country in which the Group operates, such
as Anti-Bribery and Corruption policies and procedures.
6.2.3 You are subjected to formal or informal queries, surprise inspections, investigations by
regulators and government agencies. You are expected to be aware of the correct
procedures when engaging with the Group’s stakeholders.
6.2.4 Group employees who participate in international business for or on behalf of the Group,
must inform yourself concerning the countries, organisations and persons sanctioned under
laws applicable to you or the Group. If you are unsure on whether the country that you are
planning to enter into a business relationship is classified under international sanctions or
prohibitions by the State or Federal Government, consult the Regulatory and Compliance
department.
6.3 Dealing with Counterparties and Business Partners
6.3.1 PETROS is committed to uphold the highest standard of ethics and integrity in all aspects
of its business activities and operations

6.3.2 The Group will conduct due diligence on all potential Third Parties before selecting and
entering into contracts, transactions and relationships in accordance with this Third-Party
Dealings Policy and Procedures. The Group shall conduct an objective, in-depth
assessment of the Third Party’s ability to perform the contract or transaction.
6.3.3 You shall ensure that Third Parties subscribe to the Group’s standards of business ethics
and integrity in accordance with this COBE and the Third Party Dealings Policy and
Procedures. If PETROS feels that there is even an appearance of conduct on the part of
third party that will tarnish the image/reputation of PETROS, dealings with that third party
must be avoided.
6.3.4 If you are found to be engaging or assisting in money laundering activities, you can face
criminal proceedings against you, in accordance to the laws applicable on anti-money
laundering.
6.3.5 Direct or indirect interest in any contract or transaction with a Third Party where a situation
of potential conflict interest may arise, you must refrain from any related decision-making
process. You may refer to the Conflicts of Interest Policy and Procedures for guidance as to
what constitutes potential conflicts of interest.
6.3.6 You shall conduct appropriate counterparty due diligence to understand the business and
background of the Group’s prospective business counterparties.
6.4 Customs, Trade Controls and Sanctions
6.4.1 The Group is committed to comply with all applicable customs and trade control laws and
regulations. Adhering to rules and regulations on international trade sanctions is important
as part of the Group’s compliance commitment. You should be aware of latest trade
sanctions regulations and seek to attend trainings on the topic of trade sanctions, where
available.
6.4.2 You are expected to be mindful of recent developments or changes in trade sanctions
made by the Group, the Sarawak State Government, Federal Government or any
international multilateral organisations.
6.4.3 The Group is subjected to laws and regulations that govern international trade for example
the International Code for The Security of Ships and Port Facilities (“ISPS Code”). In the
Group’s line of work, all employees and counterparties are impacted by these laws. You are
required to familiarise and adhere to its laws and regulations
6.4.4 You must comply with the Strategic Trade Act 2010 in order to perform activities related to
transhipment, export, transit and brokering of strategic items with the relevant authority.
6.4.5 You shall comply with the Group’s policies and procedures in effect from time-to-time
regarding export and import controls, boycotts and economic sanctions programmes.

6.4.6 If you are tasked to consider entering a new country or jurisdiction as part of direct business
expansion or indirectly forming a business alliance, you are to consider whether there are
prevailing trade sanction risks and restrictions. When in doubt, should discuss with your
Line Management within your respective department.
6.4.7 You need to be able to consider the potential impact of export control laws and economic
sanctions programmes before transferring goods, technology, software or services across
national borders. When in doubt, should discuss with your Line Management within your
respective department.
6.4.8 The Group does not approve vendors or suppliers that are subject of international
sanctions. When in doubt, you should discuss with Line Management within your respective
department.
6.4.9 You must be mindful that the Group restricts, without prior written consent, to export or
make available items provided by the Group to restricted parties, countries or any restricted
jurisdiction that are subject to comprehensive trade sanctions or embargoes.
6.4.10 You must ensure that the Group’s technical information, information technology resources,
and worksites, are not provided to restricted parties or to individuals from a restricted
jurisdiction. This includes non-competition; restrictions on the former employees working in
similar industrial sector for a competitor.
6.4.11 You must be conscious on cultures and customs of the surrounding areas where the Group
operates in, to acknowledge and exercise cultural sensitivity and recognise and respect
sites, places and structures that are culturally or traditionally significant.
7.0 DISCIPLINARY PROCESS AND REPORTING
7.1 Reporting of Unethical and Illegal Conduct
7.1.1 The Group maintains an accessible and confidential whistleblowing channel which may be
used by you and external parties (including vendors, contractors, advisers and other third
parties) to raise concerns, whether minor or major issues.
7.1.2 Anonymous whistleblowing reports will not be entertained. The Group will only investigate
genuine concerns or situations. Any Director, employee or member of the public who
wishes to report improper conduct is required to disclose their identity to the Group, in order
for the Group to accord the necessary protection to him/ her as part of the whistleblowing
procedure. However, PETROS reserves its rights to investigate any anonymous disclosure.
7.1.3 The Group aims to promote high level of transparency, accountability and good corporate
governance in the workplace. The Group recognises that there will be instances where
improper conduct will occur. Therefore, sufficient and effective controls are put in place to

ensure all Directors and employees adhere to all applicable laws and regulations as well as
the Group’s policies.
7.1.4 You are provided assurances that any report or disclosure made to the Group, which are
made in good faith or belief, without malicious intent on any suspected or actual violation,
will be accorded protection of confidentiality to the extent reasonably practicable in
accordance with the Group’s policies.
7.1.5 You may lodge a complaint to the relevant enforcement agency including the Malaysian
Anti-Corruption Commission (MACC) of any detrimental action; harassment, retaliation or
discrimination received or committed by any person against you, under the Anti-Bribery and
Corruption Whistleblowing Policy and WPA 2010.
7.1.6 You have a responsibility to ensure that any instance of actual or suspected violation of this
COBE is reported promptly.
7.1.7 You may disclose any alleged or suspected improper conduct using the procedures
provided in the Group’s Whistleblowing Policy.
7.1.8 Under the WPA 2010, you may disclose information that relates to irregular, illegal or
corrupt practices if it occurs in the Group. The WPA 2010 accords protection against
victimisation of persons who make such disclosures. You can be assured that the Group
will not take any action that may be seen as victimisation of the whistleblower.

7.2 Disciplinary Procedures
7.2.1 The Group takes all reports of possible violations to the COBE seriously and shall
investigate them thoroughly in accordance with the relevant investigation procedures.
7.2.2 The Board Audit and Risk Committee (“BARC”) will determine whether it is necessary to
escalate matters of violations to the Board for further action.
7.2.3 Improper conducts are reported to the Human Resources department with periodic
summary report to the GCEO.
7.2.4 Minor whistleblowing issues shall be dealt by the Integrity Team, with a periodic summary
report to be made to BARC. If any major whistleblowing issues are uncovered by the Head
of Integrity Team, he shall, in consultation with the General Counsel immediately inform
BARC and propose recommendations to BARC on how to respond to the issues raised.
7.2.5 In the event the Head of Integrity Team or any member of the Integrity Team is implicated
in the report, the whistleblower may contact the GCEO or any member of the BARC and/or
the designated Director to make a report.
7.2.6 The whistleblower may lodge a complaint to the relevant enforcement agency including the
MACC of any detrimental action in reprisal, harassment, retaliation or discrimination
received or committed by any person against the whistleblower as a result of his/her report
or disclosure.
7.2.7 All reports made on a possible violation shall be treated in a confidential manner, with
disclosure limited to conduct a full investigation of the alleged violation. Disclosure of
reports to individuals who are not involved in the investigation will be viewed as a serious
disciplinary offence which may result in disciplinary action, up to and including termination
of employment or dismissal.
7.2.8 Subject to the requirement of applicable disciplinary action, action may be taken against
any person covered by this COBE for improper conduct or for non-compliance with such
laws, regulations, rules and procedures.
8.0 KEY ROLES AND RESPONSIBILITY
8.1 Board of Directors
The Board shall commit to ethical values through the COBE and ensure the
implementation of appropriate internal systems to support, promote and ensure its
compliance.

Each Director of the Board has a legal duty to act honestly and in good faith for and in the
best interest of the Company and its Shareholders. The Board is responsible to promote
ethical conduct in business dealings.
8.2 Executive Committee
The Executive Committee shall lead by example, setting a strong tone from the top and
take steps to embed a culture of integrity across the Company and are responsible for
promoting and monitoring compliance with the COBE within their respective area of
responsibility.
8.3 Integrity Team
Integrity Team shall ensure that employees are aware of and comply with the COBE and
ensure all the employees including new joiners have read the COBE and understand how
to raise concerns and/or report actual or suspected violation.
Integrity Team will also lead, coordinate and supervise investigations on violation of the
provision of this COBE and report the matter to the Head of Legal and HR department for
deliberation and for the appropriate action to be taken including the conduct of any
domestic inquiry and if necessary, report to the relevant authorities for further action.
8.4 Employee
Employee shall follow and perform duties in line with the principles of the COBE. In the
event of ambiguity concerning the stipulations contained in the COBE, employee should
consult the Human Resource department and/or Integrity Team to navigate the attendant
issues.
Employee shall also ensure that any instance of actual or suspected violation of this COBE
is reported promptly.
9.0 ASSURANCE OF CONTROLS AND CONTINUOUS IMPROVEMENT
9.1 Declaration and Assurance
9.1.1 All employees shall be made aware of PETROS Code of Conduct & Business Ethics upon
commencement of their employment and this shall form part of the induction programme.
9.1.2 All employees shall sign a declaration that they have:
i. received/downloaded a copy of the PETROS Code of Conduct & Business Ethics;

ii. have read and understood the COBE; and
iii. agree to fully comply with the applicable laws, regulations and PETROS’ policies and
procedures.

9.1.3 The Code of Conduct & Business Ethics shall be made available on PETROS website and
be accessible to all employees which include regular updates and refreshers to ensure
employees are familiar with the COBE.
9.2 Review and Changes
The Integrity Team shall periodically review this COBE and may recommend to Board Audit
and Risk Committee any amendments to this.

APPENDIX
Frequently Asked Questions
What does PETROS Group mean by business ethics?

Ethics refers to standards governing the conduct of an employee or members of a profession.
There are three aspects to ethics:
▪ Discerning right from wrong
▪ Committing to do what is right
▪ Doing what is right
This Code of Conduct and Business Ethics (“COBE”) is a guide of principles designed to help
professionals conduct business honestly and with integrity. The COBE, may encompass areas
such as business ethics, a code of professional practice, and an employee code of conduct.
Must I have evidence if I suspect an improper conduct has taken place?

Not necessarily. You need to exercise sound judgment and good faith that there is a violation of
the COBE. Good faith does not mean you have to be right. It means you believe you are providing
truthful and accurate information about the concern you are raising. It means you are not making
up facts or taking things out of context to “get even” with someone for your personal gain.
If I witness an improper conduct/unethical work by my supervisor or another employee

what should I do? Should I speak up against the wrongdoing?
PETROS is committed to the highest standards of integrity, openness and accountability in the
conduct of its business and operations. It aspires to conduct its affairs in an ethical, responsible
and transparent manner. PETROS encourages directors, employees and third parties to report as
soon as reasonably possible any suspected or actual corruption or breach of the Anti-Bribery and
Corruption Policies including suspected fraudulent activities or improper conduct as soon as
possible, with the assurance that their concerns will be taken seriously and investigated
appropriately.
All whistleblowers are provided assurances that any report or disclosure made to the Group which
are made in good faith or belief, without malicious intent on any suspected or actual violation of the
Anti-Bribery and Corruption Policies or the law, will be accorded protection of confidentiality to the
extent reasonably practicable in accordance with the Whistleblowers Protection Act 2010 and the
Whistleblowing Policy of the Group. Such protection is accorded to all whistleblowers even if the
investigations on the suspected breach or violations later reveal that the whistleblower is mistaken
as to the facts and the rules and procedures involved.
What does the term “discrimination in employment” mean?

"Discrimination in employment" refers to practices that have the effect of placing certain individuals
in a position of subordination or disadvantage in the Group’s workplace because of one’s race,
colour, religion, sex, political opinion, social origin or any other attribute which bears no relation to
the job to be performed.

What values must I practice in order to safeguard a respectful workplace?
PETROS believes in positive communication between people and safety from disrespectful,
discriminating, bullying and harassing behaviour. We support individuals to learn and practice
dispute resolution and respectful workplace skill. PETROS believes in the following values:
Respect, Integrity, Professionalism, Passionate. We expect you to follow these principles whilst
you are a Director or employee of PETROS. The Group supports individuals to learn and practice
dispute resolution and respectful workplace skill.
Can I hold a non-executive directorship position or become silent partner in entities, which
are either on the Company’s list of authorised contractors or their sub-contractors?
Employees shall not accept employment in or undertake work for any other company, firm or
organisation whilst they are in employment with the Group. This may lead to conflict of interest
which one must avoid while working for the Group. Any external appointment or undertaking
whether as employee, executive director, active partner, advisor, agent, manager or consultant,
whether on a paid or gratuitous basis may only be undertaken in exceptional cases with the
GCEO’s written permission.
I am meeting a potential business partner at a conference in Kuala Lumpur. He invited me

and my team to lunch and then offered to give us front row seats for a major concert. Can I
accept the lunch invitation and the concert tickets?
Lunch is fine, as long as it is modest and appropriate to the occassion. It is best to avoid accepting
the concert tickets. If the potential business partner insists, tell them you will need to obtain
permission from Line Management before accepting the offer.
I am female and my boss frequently yells at me, provides little guidance, demands too much
work and/or is unreasonable. Is this a form of sexual harassment?
No. Sexual harassment, as defined in the Employment Act 1955 is “any unwanted conduct of a
sexual nature, whether verbal, non-verbal, visual, gestural or physical, directed at a person which
is offensive or humiliating or is a threat to his well-being, arising out of and in the course of his
employment”. In the situation described above, they are examples of poor management style, and
not sexual harassment. The situation will need to be addressed by the Human Resource
Department (“HR”).
Does harassment always have to be perpetrated by a boss or other supervisor?

The Group prohibits harassment of any kind, including sexual harassment, which is stated in your
employment contract. Harassment is any verbal or physical conduct designed to threaten,
intimidate or coerce an employee, co-worker, or any person working for or on behalf of the Group.
The harasser can be the victim’s supervisor, an agent of the employer, a supervisor in another
area, a co-worker, or a non-employee, such as a vendor for the business.
What should you do if you suspect someone in the office is intoxicated or under the
influence of alcohol?
If you encounter any employee who is intoxicated at workplace you shall report it to HR.

I am responsible for PETROS’ advertising budget. Incidentally, my husband and I have
jointly invested in company and are its shareholders. What should I consider before
agreeing and awarding to the new advertising campaign?
Your decision to spend a large part of the advertising budget with that company could appear to be
motivated by your personal investment. You should discuss your investment with your Line
Management and Head of Integrity team before the award decision.
Can I use the office computer/laptop/devices or office resources for my personal work?
You are allowed to use company assets and resources only for official company’s task. You may
use it for limited personal reasons (e.g. internet banking, internet searches).
I am a volunteer for a political campaign. Can I use office resources like printer, paper,
computer etc. to support my candidate?
No. While the Group acknowledges your right to participate in the political process, you must use
your own resources and time for personal political activities.
How does PETROS deal with my personal data?

Personal Data provided to the Company will be kept confidential and with your consent, provide or
disclose your Personal Data for the purposes stated above to the following parties:
a. entities within the Company including its joint venture, affiliate and associate companies within
Malaysia and overseas;
b. the Company’s clients, where such Personal Data is necessary for the Company to provide
the services to its clients;
c. any party where our interests require disclosure of your Personal Data;
d. any agent or third-party service provider that provides administrative, telecommunications,
payroll services or other services to the Company in connection with its business; and
e. any company with whom the Company has arranged or is arranging medical insurance
coverage for its employees.
A consultant engaged to arrange for the visas for expatriates suggests to speed up the
process by paying a small fee in cash. Is this acceptable, given the time constraints?
No, you should not engage in such activity or practice. This is a form of facilitation payment, which
is a form of bribery and is illegal in most jurisdictions. You should inform Line Management about
the consultant’s request.
Can I get in trouble for reporting a violation of company policies?

No. You may report a violation, or suspected violation, anonymously. Even if you identify yourself
in the report, the Group will not allow actual or threatened retaliation, harassment or discrimination
due to reports of misconduct by others that are made in good faith by employees.

DEFINITIONS
For the purposes of this COBE, unless otherwise is stated, the terms listed below represents its
respective definitions:
“Board” PETROS’ Board of Directors.

“COBE” Code of Conduct & Business Ethics.
“Confidential Refers to all non-public information entrusted to or obtained
Information” by a Director or employee by reason of his position with
PETROS Group. It includes, but is not limited to, non-public
information that might be useful to competitors or harmful to
Group or its clients if disclosed, such as:
a. non-public information about the Group’s financial
condition, prospects or plans, trade secrets, business
concepts, its marketing and sales programs, research
and development information, as well as information
relating to mergers and/ or acquisitions and divestments;
b. non-public information concerning possible transactions
with other companies or information about the Group’s
clients, suppliers or joint venture partners that the Group
is under an obligation to maintain as confidential; and
c. non-public information about a Director, employee or client
as well as discussions and deliberations relating to
business issues and decisions between and amongst
Directors and employees.
“Conflict of Interest” Where personal interests and relationships impair or appear to
impair the independence of any judgement in which, the Director
or employees may need to exercise in discharging his duties to
the Group. It could also arise in situations where an individual
is in a position to take advantage of his role in the Group for his
personal benefit, including the benefit of his family members or
close acquaintances. This would undermine the duties of good
faith, fidelity, diligence and integrity as expected by the Group
from its Directors and employees in discharging their duties
and obligations.
“Contract staff” Refers to a contract employee retained by the Group via a
mutually agreed time period.
“Corruption” Refers to an act of giving or receiving of any gratification,
bribe or reward in the form of cash or in-kind of value that
one must abstain from, when performing a task in relation to
his or her job description.
” Director(s)” Any person occupying the position director of the Company or
Group in accordance with the definition provided in Part 1,

Section 2 of Companies Act 2016.
“Employee” Refers to a person who accepts a form of remuneration from
PETROS Group in exchange for services performed to or on
behalf of the Group, either on a permanent, temporary,
assignment, contractual or secondment basis.
“Entertainment” Refers to any kind of engagement between the Group and its
stakeholders and which may include (but are not limited to) the
giving and receipt of meals, hospitality, gifts, sponsorship,
donations, participation at sports, theatre and cultural events.
“Executive Refers to top management Senior Executives of PETROS
Committee” Group, led by the Group CEO which includes, Upstream,
Downstream, Portfolio and Planning, Finance, Regulatory and
Compliance, Corporate Services and Legal. These members
are the first point of contact for employees within their
respective departments.
“Facilitation payment” Any form of payment made to a person or to the Group in
order to facilitate, expedite and/ or secure the interest of the
giver or persons connected to the giver through the
performance of a routine or administrative duty or function.
“Family members” Refers to persons who falls within any one of the following
categories:
a. spouse;
b. parent including parent in-law, grandparents and
grandchildren;
c. child including adopted child and stepchild;
d. brother or sister, nieces, nephews, uncles, aunts,
cousins and any persons related through adoption and
legal guardianship; and
e. spouse of the person referred to in subparagraphs (c) and
(d) above.
“GCEO” Group Chief Executive Office is the conduit between the Board
and the Executive Committee. He leads the Executive
Committee in ensuring the success of the Group’s governance,
business performance and management functions.
“Group” Collectively refers to PETROS and its subsidiaries, in which
PETROS is able to exercise control or significant influence.
“Gratification” Under the Malaysian Anti-Corruption Commission Act 2009
(revised 2018) (“MACC Act”), bribery and corruption are
criminal offences. MACC Act defines ”gratification” as:
a. money, donation, gift, loan, fee, reward, valuable security,
property or interest in property being property of any
description whether movable or immovable, financial
benefit, or any other similar advantage;

b. any office, dignity, employment, contract of employment
or services, and agreement to give employment or render
services in any capacity;
c. any payment, release, discharge or liquidation of any
loan, obligation or other liability;
d. any valuable consideration of any kind, any discount,
commission, rebate, bonus, deduction or percentage;
e. any forbearance to demand any money or money’s worth
or valuable thing;
f. any other service or favour of any description, including
protection from any penalty or disability incurred or
apprehended or from any action or proceedings of a
disciplinary, civil or criminal nature; and
g. any offer, undertaking or promise, whether conditional or
unconditional, of any gratification within the meaning of
any of the preceding paragraphs (a) to (f).
“Intellectual Property” Refers to inventions, copyrights, patents, trademarks,
branding and technology, and industrial designs owned by
the Group.
“Line Management” Refers to managers and senior managers of the relevant
divisions or departments in the Group.
“MACC” Malaysian Anti-Corruption Commission.
“Money laundering” Refers to any act or attempted act to conceal or disguise the
identity of illegally obtained proceeds and passing it through
legitimate business channels so that they appear to have
originated from legitimate sources.
“Public official” Refers to a person lawfully holding, acting in or exercising
the functions of a public office, such as an officer, an
employee or a servant of a public body, and includes a
member of the government administration, a member of
Parliament, a member of a State Legislative Assembly, a
judge of the High Court, Court of Appeal or Federal Court,
and any person receiving any remuneration from public
funds.
“Public Statement” Refers to the making of any statement or comment to any
media (electronic and/ or print), the internet and speaking
engagements. It also applies to every kind of
correspondences with the media in print or electronic form as
well as through social media channels.
“Stakeholders” Refers to any individual, group, or party that has a direct or
indirect interest in an organisation and the outcome of its
actions and which may include (but are not limited to)
Directors, employees, current or prospective customers,
shareholders, contractors, suppliers, governmental bodies,

non-governmental organisations.
“Third Party/Parties” Refers to parties who are external persons or companies
independent of the Group, which include customers, potential
customers, contractors, consultants, suppliers, agents,
enterprises and any other stakeholders with whom the Group
has a business relationship, whether current or prospective.
“Related Party Refers to a transaction which takes place between two
Transaction” parties who hold a pre-existing connection prior to the
transaction.
“Anti-Bribery and Refers to Group’s policies and procedures on Anti-Bribery
Corruption Policies and Corruption activities which include six (6) policies and
and Procedures” procedures as stated in Section 1.2
“Whistleblowing Refers to Group’s policy on whistleblowing activities which
Policy” includes whistleblowing channels and the management of
whistleblowing cases.

PETROS Code Of Conduct And
Business Ethics
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PETROS Code of Conduct and Business Ethics

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PETROS Code of Conduct and Business Ethics

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PETROS Code Of Conduct And

1.0 INTRODUCTION .............................................................................................................. 4

2.0 OUR CULTURE: WORKPLACE & ENVIRONMENT ........................................................ 6

3.0 AVOIDING CONFLICTS ................................................................................................... 9

4.0 PROTECTING OUR COMPANY..................................................................................... 13

5.0 PERFORMING OUR ROLES AND RESPONSIBILITIES ............................................... 16

6.0 HOW WE WORK WITH EXTERNAL PARTIES .............................................................. 18

PETROS Code Of Conduct And Business Ethics RESTRICTED |2

9.0 ASSURANCE OF CONTROLS AND CONTINUOUS IMPROVEMENT .......................... 24

APPENDIX: Frequently Asked Questions ............................................................................... 26

PETROS Code Of Conduct And Business Ethics RESTRICTED |3

▪ Companies Act 2016;

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▪ Delegation of Authority Manual;

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2.1 Health, Security, Safety and Environmental Protection

2.2 Fairness & Non-Discrimination

2.3 Mutual Respect

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2.4 Integrity at Workplace

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2.5 Harassment, Gender Bias and Violence

2.5.3 Workplace violence, including threats, threatening behaviour, harassment, intimidation,

2.6 Drug and Alcohol Abuse

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3.0 AVOIDING CONFLICTS

3.1 Conflict of Interest and Abuse of Power

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▪ who is, directly or indirectly, subject to your official authority;

▪ requesting you to attend to personal errands or favours for personal gain;

3.2 Anti-Bribery and Corruption

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3.3 Anti-Money Laundering and Anti-Terrorism Financing

▪ Money laundering; and

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PETROS Code Of Conduct And Business Ethics RESTRICTED | 12

▪ A request made to or by a public official to provide sponsorship for an event being

4.0 PROTECTING OUR COMPANY

4.1 Confidentiality and Privacy

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▪ personal data and private information;

4.2 Dealing with Corporate Records

▪ To perform employment duties where necessary;

4.3 Protecting Assets and Resources

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5.1 Public Statement and Communication with Stakeholders

▪ use information gained during employment for personal advantage;

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5.2 Obligation in Relation to Financial and Non-Financial Reporting

▪ Concealing, altering, destroying or otherwise modifying the Group records or

▪ Establish accounts, companies or arrangements that are false or improper negatively

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6.0 HOW WE WORK WITH EXTERNAL PARTIES

6.1 Anti-Trust and Competition

▪ exchanging competitive information with competitors;

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6.2 Dealing with State, Federal Government and International Organisations

6.3 Dealing with Counterparties and Business Partners