Company Policies

Following concepts and ideas guide the Management and Staff of National Refinery Limited in conducting its business practices in most ethical ways.

Purpose

The Company respects the rights of shareholders and value relationship with them. It seeks to facilitate the effective exercise of those rights and maintenance of relationship with them by ensuring that the Company communicates effectively with its shareholders. The purpose of this policy is to promote effective communication with shareholders and encourage effective participation by shareholders at company meetings. To ensure a high quality of communication and level of clarity with all investors and other stakeholders, the Company endeavors to provide shareholders with ready and widespread access on a timely basis to matters that affect their investment in the company; communicate in a clear, accurate and easy to understand manner with investors and other stakeholders.

Avenues of Communication

The Policy is mainly based around the following three aspects of communication.

Annual Report

The Financial Report shall be made available to shareholders and other stakeholders within the time period as stipulated in the statute / regulation(s). Shareholders can elect to receive a hard copy or an electronic copy of the Annual Report. It shall be shareholders’ responsibility to notify the Company’s share registrar of changes to their contact details and, in the case of email, maintain an active email account.

Website

The Company believes that communicating with shareholders by electronic means, particularly through its website, is an efficient way of disseminating information in a timely and convenient manner. The Company’s web‐site shall maintain dedicated ‘Investor Information’ and ‘Investor Relation’ sections containing the following information, at a minimum:

• Annual, half yearly and quarterly reports and all material information lodged with the securities exchange;
• Shareholder’s information – providing current information relating to shareholders’ related matters;
• Share registrar details;
• Free-float information of Company’s shares;
• Credit rating of the Company;
• Notices of shareholders’ meetings and explanatory material, if any; and
• Investor’s complaints.

Shareholders may, at any time, direct questions or request for information through the ‘Contact Us’ section of Company’s website (www.nrlpak.com) or in writing. The details of key contact persons may also be made available at Company’s website.

Shareholders’ Meeting

The Company regards shareholders’ meetings as key events in terms of maintaining good investor relationship and an opportunity for face-to-face communication with its shareholders.

The Company recognises the rights of shareholders and encourages the effective exercise of those rights through the following means:

• Notices of meetings drafted in precise and clear language shall be distributed to shareholders in accordance with statutory requirements; and shareholders may participate in voting process on proposed resolutions personally or through proxies, if shareholders are unable to attend the meeting;
• Shareholders are encouraged to use their attendance at meetings to ask relevant questions where management / directors will be present to provide appropriate responses.

Investors’ Grievances

Valuing investor relationship high, the Company has internally established a mechanism for investor services and grievances handling. The Company has hired the services of an independent Share Registrar and has a dedicated section (Shares Section) to resolve investors’ concerns.

It is the top priority of the Company to address investor’s grievances. For all shares related issues, Shareholders may contact Shares Registrar of the Company.

If Investors/Shareholders grievances are not resolved at the level of Shares Registrar, they may escalate their complaints to the Shares section of Company directly; relevant contact details of designated officials shall be made available at Company’s website.

The Company shall also comply with regulatory requirements / guidelines as issued from time to time to facilitate and address the investors’ grievances.

Review of the Policy

This policy is subject to review by the Board of Directors on need basis.

The Management encourages whistle blowing culture in the organization and has adopted a culture to detect, identify and report any activity which is not in line with the Company policies, any misuse of Company’s properties or any breach of law which may affect the reputation of the Company. The Company has adopted the best corporate policies to protect employee(s) who report corporate wrongdoings, illegal conduct, internal fraud and discrimination against retaliation.

The Company promotes transparency and accountability through publication of accurate financial information to all the stakeholders, implementation of sound, effective and efficient internal control system and operational procedures.

All Executives have signed a code of conduct and the Company takes any deviation very seriously.

The Financial Report shall be made available to shareholders and other stakeholders within the time period as stipulated in the statute / regulation(s). Shareholders can elect to receive a hard copy or an electronic copy of the Annual Report. It shall be shareholders’ responsibility to notify the Company’s share registrar of changes to their contact details and, in the case of email, maintain an active email account.

The Company encourages Whistle Blowing System to raise the issue directly to Chairman Audit Committee and / or to Chief Executive and / or to the Company Secretary and / or to Head of Internal Audit provided that:-

• The Whistleblower has sufficient evidence(s) to ensure genuineness of the fact after a proper investigation at his own end;
• The Whistleblower understands that his act will cause more good than harm to the Company and he/she is doing this because of his loyalty with the Company; and
• The Whistleblower understands the seriousness of his / her action and is ready to assume his / her own responsibility.

The Management understands that through the use of a good Whistle Blowing Plan, they can discover and develop a powerful ally in building trust with its employees and manage fair and transparent operations. The Company therefore provides a mechanism whereby any employee who meets the above referred conditions can report any case based on merit without any fear of retaliation and reprisal to any of the above offices.

Definitions

GENDER: It refers to social and cultural differences between male and female, as opposed to biological differences.

DIVERSITY: Here it refers to the inclusion of individuals of different genders in all their diversity such as training, profession, origin, ethnicity or religion.

Objectives

The Objectives of this policy are:

1. To improve the way in which gender considerations are consolidated in all aspects of our working. This includes internal matters i.e. composition of staff as well as external working practices i.e. collaboration with external partners.
2. To actively promote gender diversity to the extent practicable considering the technical, social and cultural patterns of conduct as well as true nature and associated complications within plant and machinery intensive refining industry.
3. To ensure that all employees are entitled to a workplace free from harassment and discrimination and have the opportunity to contribute and achieve their potential.

Scope

NRL’s gender diversity policy covers:

1. Recruitment.
2. Compensation and Benefits.
3. Retention and Professional Development.
4. Working Conditions.

Recruitment

NRL being an equal opportunity employer seeks to practice fair, objective and non-discriminatory recruitment and selection procedures. All vacant positions are open for specified knowledge, experience and skills required from the applicants irrespective of their genders. While advertising any specific position it is also ensured that the language used does not echo traditional gender stereotypes. Selection will be made on the basis of relevant criteria, experience, aptitude and ability and will be carried out by more than one person.

Compensation and Benefits

At NRL, Pay packages are not gender specific and are determined on the basis of employment grades assigned to individuals as per company policy which are purely based on the educational background and qualification of the individual, his or her experience and abilities and requirements for the job. Likewise performance appraisal and increments are also based on merit and job performance without any gender biases. The compensation and other benefits are made available to all employees at the time of hiring.

Retention and Professional Development

Motivation is considered as an important phenomenon regarding retention of all talented employees and is equally driven by satisfaction of extrinsic job factors like salary and benefits as well as intrinsic job factors like professional development.

A mechanism for professional development of employees is followed wherein the Department heads / Managers identify the professional development needs of both men and women employees without any discrimination at the time of performance appraisals and the Human Resource Department facilitate the staff development activities through formal training sessions on equal opportunity basis.

Working Conditions

Appropriate conditions of employment that support work life balance and fulfilment of family responsibilities are provided generally to all employees without any discrimination. Female employees are additionally facilitated through provision of maternity leaves as per company policy. A robust anti-harassment policy is in place for the prevention of all forms of harassment at work along with two committees, separately for Management Staff and Non-management Staff for the resolution of harassment complaints.

Responsibility for the Policy

The Board of Directors of National Refinery Limited have overall responsibility for the effective operation of this policy. The Board has delegated to the Chief Executive the day to day responsibility for implementing the policy including making the objectives of this policy as part of key Performance Indicators of senior management and maintaining gender dis-aggregated data with regard to female employment inside the Company as well as data regarding female customer base or supply base, if applicable.

Terms of Reference of Board Audit Committee

• Determination of appropriate measures to safeguard the company’s assets;
• Review of preliminary announcements of results prior to external communication and publication;
• Review of quarterly, half-yearly and annual financial statements of the company, prior to their approval by the Board of Directors, focusing on:
  • Major judgmental areas;
  • Significant adjustments resulting from the audit;
  • The going concern assumption;
  • Any changes in accounting policies and practices;
  • Compliance with applicable accounting standards;
  • Compliance with the code of corporate governance regulations and other statutory and regulatory requirements; and
  • All related party transactions.
• Facilitating the external audit and discussion with external auditors of major observations arising from interim and final audits and any matter that the auditors may wish to highlight (in the absence of management, where necessary);
• Review of management letter issued by external auditors and management’s response thereto;
• Ensuring coordination between the internal and external auditors;
• Review of the scope and extent of internal audit, audit plan, reporting framework and procedures and ensuring that the internal audit function has adequate resources and is appropriately placed;
• Consideration of major findings of internal investigations of activities characterized by fraud, corruption and abuse of power and management's response thereto;
• Ascertaining that the internal control systems including financial and operational controls, accounting systems for timely and appropriate recording of purchases and sales, receipts and payments, assets and liabilities and reporting structure are adequate and effective;
• Review of company’s statement on internal control systems prior to endorsement by the Board of Directors and internal audit reports;
• Instituting special projects, value for money studies or other investigations on any matter specified by the Board of Directors, in consultation with the Chief Executive and to consider remittance of any matter to the external auditors or to any other external body;
• Determination of compliance with relevant statutory requirements;
• Monitoring compliance with the code of corporate governance regulations and identification of significant violations thereof;
• Review of arrangement for staff and management to report to audit committee in confidence, concerns, if any, about actual or potential improprieties in financial and other matters and recommend instituting remedial and mitigating measures;
• Recommend to the Board the appointment of external auditors, their removal, audit fees, the provision of any service permissible to be rendered to the company by the external auditors in addition to audit of its financial statements, measures for redressal and rectification of non-compliances with the Regulations;
• Review and assist the Board, on governance and oversight of sustainability risks and opportunities, which includes the environmental, social and governance considerations, within the company, in setting the company’s sustainability strategies, priorities and targets to create long term corporate value;
• Review and recommend to the Board policies to promote diversity, equity and inclusion (DE&I) are in place to encourage gender mainstreaming, gender equality and the participation of women on the board, management and workforce of the company;
• Support the Board in proactively identifying, understanding, and overseeing the principal as well as the emerging sustainability risks and opportunities relevant to the company and its business, including climate-related risks and opportunities, assess their potential financial and operational impacts, and recommend strategies for management and mitigation thereof;
• Ensures that the company’s sustainability and DE&I related strategies, priorities and targets as well as performance against these targets are periodically reviewed and monitored;
• Monitor and review sustainability related risks and opportunities of the company, oversee compliance of relevant laws pertaining to relevant sustainability related considerations and its appropriate disclosures;
• Submit to the board a report, at least once a year, on embedding sustainability principles into the company's strategy and operations to increase corporate value;
• Review and recommend directors report that provide adequate disclosures regarding the assessment of sustainability related risks, how these are managed or mitigated, and measures taken to promote DE&I in the Company; and
• Consideration of any other issue or matter as may be assigned by the Board.

Terms of Reference of Human Resource and Remuneration (HR&R) Committee

1. Recommending human resource management policies to the board;
2. Recommending to the board the selection, evaluation, compensation (including retirement benefits) and succession planning of the CEO;
3. Recommending to the board the selection, evaluation, compensation (including retirement benefits) of COO, CFO, Company Secretary and Head of Internal Audit; and
4. Consideration and approval on recommendations of CEO on such matters for key management positions who report directly to CEO or COO.