Share this article PDB Investor Relations Policy Preface PETRONAS Dagangan Berhad (PDB) is the Malaysian marketing and retailing arm of downstream petroleum products for Petroliam Nasional (PETRONAS). As a company listed on the Malaysian Stock Exchange or Bursa Malaysia, PDB is committed to engage and communicate with its investors through a structured Investor Relations programme. The end objective of the Investor Relations Programme is to attain an accurate valuation of PDB from the domestic and international investing community that will enhance the company’s Brand Value. To this end, the activities to be conducted under the Investor Relations Programme will endeavour to: Foster PDB’s professional relationship with its investing community. Ensure the timely and accurate dissemination of material information regarding PDB and its business conduct to the market, investors and other stakeholders. Augment PDB’s level of integrity, transparency, credibility and corporate governance as a responsible corporate citizen. This Investor Relations Policy sets out the manner in which the Investor Relations Programme will be executed, and the internal procedures related to the Programme activities. In the formulation of this Policy reference was made to the following: The Malaysian Code on Corporate Governance (Revised 2007), published by the Securities Commission. Investor Relations Put Into Practice, published by Bursa Malaysia. Corporate Governance Guide – Towards Boardroom Excellence, published by Bursa Malaysia Powering Business Sustainability – A Guide for Directors, published by Bursa Malaysia Corporate Governance Statement, PETRONAS Annual Report 2010 The Policy also acts as a statement of PDB’s commitment on the company’s intent on maintaining open, consistent and effective communication with its investing community and other stakeholders. Investor Relations Programme PDB will endeavour to continuously practice an effective Investor Relations Programme. The programme will be developed, implemented, managed and reviewed by the Investor Relations team currently residing within the Joint Venture Management and Business Relations Unit of the Strategic Planning Department. The programme will be executed under the counsel and purview of appointed Investor Relations Spokespersons. The Investor Relations Programme will consist a calendar of activities which includes but is not limited to the following: Annual General Meetings Investor / Analysts Engagements Communication of Financial Results and Business Matters Corporate Roadshows / Forums / Conferences Observation of Closed Periods Measuring Effectiveness of, Reporting on and Reviewing the Programme Material Company Information and Disclosure Guidelines Material Company Information is defined as information which may be reasonably expected to have an effect on the market price or value of the company’s securities and / or activity in the trading of its securities, and include key developments and events that are not exhaustive to the following: 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 Mergers and acquisitions, major business deals and major loss of business Significant changes in the company’s business, strategy or investment plans Major restructuring of the company Material litigation and court decisions Company borrowings Quarterly financial results Annual audited accounts The approving authority for the disclosure of material information by the designated spokespersons is the Board of Directors, as recommended by the Investor Relations Team in consultation with the designated spokespersons. All Material Information to be disclosed must be accompanied by a legal disclaimer as deemed appropriate by the Legal Services Department. Material Information that has explicitly been publicly disclosed may be further disseminated at the discretion of the respective spokespersons. The designated spokespersons shall be accountable for all other non-Material Information disclosed at any engagement platforms. Investor Relations Communication and Engagement PDB, 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 Material Company Information to its investing community, beyond the obligatory disclosure requirements to Bursa Malaysia. PDB is committed to ensuring sustained shareholder engagements through the following platforms: Over and above the commitments listed above, PDB will also respond to requests for ad-hoc meetings by analysts / institutional investors selectively, as permitted by the Investor Relations’ activity calendar and availability of appropriate spokesperson/s. Company’s Annual Report The Annual Report will be produced internally as a collaborative project, led by the Investor Relations team (Strategic Planning Department), in collaboration with the Financial Services Division, the Legal Services Department and the Branding Department. The Annual Report is a crucial communication tool between PDB and its shareholders / stakeholders, and the company is committed to ensure that the information contained in the Annual Report is substantial, valuable and accurate. The Annual Report, once endorsed by the Board of Directors, will be distributed to all shareholders in the Shareholders’ Registry prior to the AGM. A copy of the Annual Report will also be made available on the company website. The contents of the Annual Report shall consist but is not limited to the following: Corporate Profile Information on the Board of Directors and the Management Committee Message from the Chairman Message and Business Report from the MD/CEO Financial Results and Audited Accounts Business Sustainability Report Annual General Meeting (AGM) The AGM will serve as the main engagement platform between individual shareholders and the Board of Directors of PDB. The details of the event will be announced 21 days before the AGM through an official announcement to Bursa Malaysia, followed by a notice placement in at least two (2) mainstream print media. The AGM will be held at a venue reasonably accessible to all shareholders. Analysts’ Briefings PDB commits to holding quarterly Analysts’ Briefings each Financial Year, in conjunction with its quarterly Financial Results Announcement. Invitations to the event will be sent to all Analysts and Institutions in the PDB database at least two (2) weeks before the event. The Analysts’ Briefings will be hosted by a designated Investor Relations Spokesperson. Financial Results Announcement PDB will announce its financial results for each quarter to Bursa Malaysia at the latest a day after the audited financial accounts have been endorsed by the PDB Board of Directors. This will be followed by a Press Release to the local business media and news wires. A Press Conference may be called at the discretion of the Board of Directors. Institutional Shareholders’ Engagement Sessions Engagement sessions with institutional shareholders may be held in groups, where a designated Investor Relations Spokesperson will host five (5) to six (6) representatives of PDB’s institutional shareholders. One-to-one meetings or interviews with investors, analysts and the media may also be held in addition to these engagement sessions. Corporate Roadshows PDB commits to participate in Corporate Roadshows or Corporate Day events that are deemed to be valuable and impactful in achieving the Investor Relations Programme objective at least twice each financial year. PDB will be represented by the Investor Relations team and a designated Spokesperson at these events, during which a corporate presentation may be made available to the participating audience. A copy of any such presentation material will be made available on the company website after the event. Extraordinary General Meeting (EGM) The EGM will be held as and when necessary to inform and receive feedback from shareholders regarding a material development in the company’s business. The results of the EGM will be announced to the Bursa Malaysia, followed by a Press Release to the local business media and news wires. A Press Conference may be called at the discretion of the Board of Directors. To ensure effective and consistent dissemination of information, PDB will produce communication collaterals to present Material Company Information in a targeted and consistent manner. Communication collaterals may include but are not exhaustive to: Annual Reports, Press Releases, selected Speeches by designated Company Spokesperson/s, Advertorials, Articles / Write-ups, and selected Presentation materials. For the official announcement of material information, PDB will distribute related communication collaterals to shareholders and other stakeholders via the appropriate communication channels and engagement platforms. These collaterals will also be made available post-event to shareholders and other stakeholders via the company website or upon request. PDB endeavours to practice interactive, two-way communication under its Investor Relations programme and welcomes constructive comments or feedback from its shareholders by providing sufficient feedback mechanisms for this purpose. Engagement platforms such as AGMs, EGMs, Analysts’ Briefings and Institutional Shareholder Engagement Sessions will provide for question and answer sessions. Investors and other stakeholders are also encouraged to provide feedback via the company website. 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 all company staff. In regards to the Investor Relations Programme, the accountability structure is illustrated as follows: Investor Relations Spokespersons and Communication Authority The designated spokespersons for PDB’s Investor Relations matters in accordance to the organisation hierarchy are as follows: The MD/CEO as the primary executive spokesperson may appoint the GM of Financial Services Division or the Head of Investor Relations to lead and / or host any Investor Relations communication / engagement activity. Other members of the Management Committee may also be appointed as spokesperson for specific subjects at selected communication platforms. No other person/s working within or outside PDB 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. Unauthorised Information and Endorsement of Information Any information procured from sources other than from the Investor Relations team and designated PDB spokespersons and / or communication collaterals distributed by PDB will be deemed unauthorised information that is not endorsed by the company. In instances where Analysts or the media report on PDB matters, PDB may respond either verbally or in writing to factual inquiries but will not endorse or in any way attempt to influence the conclusions of the reports. While PDB commits to ensuring accurate factual information in every engagement / communication with stakeholders, the company does not endorse any forward-looking calls or statements made by reporters / analysts resulting from the analysis of the information provided. Circulation of analysts’ or media reports by PDB may be done for internal understanding or to illustrate public opinion of the company, but in no way reflects the company’s endorsement of the said report. Privileged / Confidential Information As a public-listed entity, information on pending major corporate or business developments can have significant impact on the company’s securities and be used by independent parties for personal gain. In this regard, PDB will endeavour to the best of its abilities through strict legal procedures to protect the confidentiality of information provided to internal and external parties. Investor Relations’ Role in Corporate Communications Communications to the Media and Wider Public Investor Relations is an important element of the overall Corporate Communications for PDB, addressing a specific segment of the company’s stakeholders – Institutional and Retail Investors, Financial Analysts and selected Financial / Business Media. The Investor Relations team will engage with these stakeholders as part of the Investor Relations programme and build good working relationships directly to facilitate open, two-way communication. On occasions where the company is requested to respond to other stakeholders, in particular the mainstream media on matters that could potentially impact the company’s shareholders, the Investor Relations team will work with the Branding Department to provide an appropriate and timely response. Crisis Communications In the event of a company crisis, the Investor Relations team should be part of the Crisis Communication team to ensure the following: Matters of material consequences to the company’s shareholders be appropriately written, endorsed by the Board of Directors and communicated to Bursa Malaysia and shareholders as deemed necessary. All other information being communicated to external parties is vetted for misrepresentation that can potentially harm the company’s value. Representation of Petroliam Nasional Berhad (PETRONAS) At any of PDB’s Investor Relations event or engagement platform, members of the company’s Board of Directors and Management Committee, spokespersons and the Investor Relations team represent only PDB and will exercise their designations that reflect as such. During these events, the representatives of PDB will not disclose information or respond to external queries related to PETRONAS or any other subsidiary / public-listed company within the Group, but may however, act as a liaison to direct external queries to the appropriate channels. Endorsement and Revision of the Investor Relations Policy The Investor Relations Policy is endorsed by the Board of Directors of PDB, and is applicable to the Board of Directors and all staff of PDB. The Policy will be reviewed on a bi-annual basis by the Investor Relations Team, and recommended amendments, if any, will be submitted for endorsement by the Board of Directors to ensure relevancy and effectiveness of the Policy in achieving the Investor Relations Programme objectives. In the event of changes to external factors impacting the credence of the Policy, a special review may be exercised and a submission to amend the Policy presented to the Board for endorsement.