Governance and Ethics

Corporate governance is vital to value creation and business excellence. Our continuous commitment to foster a culture of integrity, ethical behaviour and professionalism underpins our ability to remain a resilient organisation. This also promotes higher levels of accountability and transparency.

Our policies are aligned to the applicable laws and regulations of countries where we operate.

The PETRONAS Board of Directors, supported by the relevant Sub-Committees, provides effective foresight on the business’ strategic direction as stipulated in the Board Charter, and is aligned with all applicable laws.

The Executive Leadership Team (ELT) assists the President and Group CEO in managing the organisation’s strategic business development plans and growth strategies, including cross-business issues of the PETRONAS Group.

The Board and ELT collectively ensure that PETRONAS delivers upon its obligations in a responsible manner, ensuring all aspects of business decision making adhere to strict ethical standards.

Our Sustainability Governance

To ensure accountability and integrity, we have established a dedicated governance structure with clear reporting lines that drives our sustainability strategies, action plans, and initiatives. This structure ensures that our sustainability principles and priorities are fully integrated across the organisation, embedded in decision-making and drives the delivery of our sustainability related matters. With this structure, we delineate roles and responsibilities clearly, enabling effective oversight, proactive decision-making and efficient execution.

PETRONAS' Sustainability
Governance Structure

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Integrated & Annual Reports

Board Oversight

Board Oversight

The Board, as the top authority in sustainability governance, shapes the company’s sustainability approach, strategy, and goals.

The Board’s oversight of climate-related risks and opportunities, includes active deliberation of climate-related matters, acknowledging their significance as both risks and opportunities to the business. We are purposefully elevating sustainability, particularly climate-related discussions at the board level, to shape the Company's long-term strategic direction.

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Management Oversight

Sustainability ELT

In September 2023, a dedicated Sustainability Executive Leadership Team (ELT) established to provide a dedicated focus for the ELT to engage on sustainability-related matters. The focused scope of Sustainability ELT is to steer PETRONAS’ enterprise-wide sustainability activities, as they relate to strategy, performance, legal and reputational impact, as well as oversee the integrity of PETRONAS sustainability reporting and disclosures.

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Sustainability Committee

The Sustainability Committee, which is one of the PETRONAS Corporate-level committees, supports the ELT in the management oversight and steering on sustainability at the Group level in support of PETRONAS' purpose and long-term resilience.

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Business Ethics

The PETRONAS Code of Conduct and Business Ethics (CoBE) underpins our commitment to upholding the highest standards of ethics and integrity in the conduct of the Group’s business and operations and this applies to all employees, directors and third parties who represent or act for the Group. The CoBE also contains specific provisions on anti-competitive practices.

The CoBE is supported by the PETRONAS Anti-Bribery and Corruption Manual which is applicable to all employees as well as third parties. PETRONAS enforces zero tolerance for all forms of bribery and corruption. Our No Gift Policy and PETRONAS Integrity Compliance Framework collectively aim to further fortify the culture of ethics and integrity across the Group.

Embedding human rights across our business activities means effectively implementing the United Nations Guiding Principles on Business and Human Rights and upholding our own values and standards. The respect for human rights begins with our organisational culture and commitment to all our employees to enjoy a safe and healthy workplace and where everyone feels valued and respected and that they understand their responsibility to promote human rights through their work.

Finally, the Whistleblowing Policy encourages disclosure on any form of improper misconduct, where matters raised are deliberated by the Whistleblowing Committee. Updates are provided on a regular basis to the Audit Management Committee and Board Audit Committee. To lodge a report, please visit our Whistleblowing page.

Conduct and Business Ethics (CoBE)

CoBE

The CoBE contains detailed policy statements on the standards of behaviour and ethical conduct expected of each individual to whom the CoBE applies.

CoBE – Country Supplement In view of the CoBE’s international application, some provisions of the CoBE will be modified to adapt the CoBE to the requirements of the local jurisdictions which PETRONAS is operating. The country supplement is intended to cater to the respective local jurisdiction, applicable legislation and social mores.

CoBE Guide The CoBE Guide is a user friendly guide which will serve to illustrate the application of the CoBE in practice.

PETRONAS Contractors Code of Conduct on Human Rights (CoCHR)

PETRONAS Contractors Code of Conduct on Human Rights

In compliance with PETRONAS Human Rights Policy, we seek to work with contractors who share our values of integrity, are committed to fighting bribery and corruption, and contribute to sustainable development.

PETRONAS requires its contractors to:

  1. Respect internationally recognised human rights, complying with PETRONAS’ Code of Conduct and Business Ethics (CoBE) and all relevant legal requirements.
  2. Take reasonable steps to ensure that policies and guidelines with respect to human rights are in place and adhered to by any party performing work and/or business for or on behalf of PETRONAS. These policies and guidelines shall include labour rights, workplace health and safety, security, and conditions of employment. These policies and guidelines shall be made known to employees, workers, and contract personnel in languages they understand.
  3. Sign an attestation confirming compliance with the CoCHR.
  4. Identify, mitigate, and address human rights risks, at a minimum on risks relating to forced labour, child labour, labour rights, non-discrimination, freedom of association, and humane treatment (“material risks”).
  5. Provide human rights awareness training to employees, workers, and contract personnel and ensure that all employees, workers, and contract personnel providing works or services to PETRONAS attend the training.
  6. Establish a grievance mechanism for its employees, workers, contract personnel and any party involved in providing works or services to PETRONAS. This grievance mechanism shall be made known to them and in languages they understand. The grievance mechanism shall have appropriate follow-up measures while ensuring that the identity of the complainant is protected.
  7. Systematically close actual and potential adverse human rights impacts through time-bound corrective action plans.
  8. Provide access to remedy and cooperate in the resolution process of impacted stakeholders where the contractors have caused or contributed to adverse human rights impact.
  9. Take reasonable steps to embed safeguards for human rights in supply chain processes; ensure appropriate governance frameworks are applied to non-compliant high-risk contractors and subcontractors.
  10. Provide timely feedback to PETRONAS regarding human rights performance as gathered through personnel engagements, questionnaires and other appropriate means as required.

In line with the above, contractors shall ensure adherence to the following material risks:

  1. Forced Labour, by not engaging or employing people, under any circumstances, against their own free will or engaging in bonded labour/debt slavery.
  2. Child Labour,by not employing children below the legal minimum working age requirement of any country.
  3. Labour Rights, by upholding the rights and welfare of their employees, workers, and contract personnel (both local and foreign) through compliance with all applicable laws and agreements related to compensation and working conditions. This includes adherence to minimum wage, overtime pay, legally mandated benefits, and the maximum number of working hours. Contractors must also respect local laws or collective agreements that govern overtime work and holiday work, ensuring that their operations do not exploit employees, workers, and contract personnel and provide them with fair compensation for their labour.
  4. Non-Discrimination, by not engaging in any form of unlawful discrimination based on race, ethnicity, colour, age, gender, gender identity or expression, sexual orientation, political beliefs, citizenship, national origin, religion, disability, parental status, economic/class status, or unrelated characteristic in hiring and employment practices.
  5. Freedom of Association, by respecting the legal rights of employees, workers, and contract personnel to become members of a labour union or otherwise.
  6. Humane Treatment, by respecting rights of employees, workers, and contract personnel and ensuring no harsh and inhumane treatment, including any form of mental or physical coercion, or verbal abuse of employees, workers, and contract personnel.

PETRONAS will assess contractors' compliance from time to time. Failure by contractors to comply with the requirements set out in the CoCHR may result in actions taken by PETRONAS, including terminating the non-complying party’s relationship with PETRONAS and other measures.

The CoCHR applies to any parties performing work or services for or on behalf of PETRONAS and those holding PETRONAS’ license and/or registration. It is the contractors’ obligation to ensure that any parties performing work and/or business to PETRONAS for or on its behalf adhere to the CoCHR as well.

Human Rights Policy

This policy contains our overarching commitment to respect human rights, which is also reflected in other policies, frameworks, guidelines and processes throughout our business

Policy Statement

PETRONAS is committed to respecting all internationally recognised human rights, as set out in the International Bill of Human Rights and the International Labour Organization's Declaration on Fundamental Principles and Rights at Work, being guided by the United Nations Guiding Principles on Business and Human Rights (UNGPs) and the OECD Guidelines for Multinational Enterprises on Responsible Business Conduct, complying with all applicable laws in the countries in which we operate.

Delivery

Respect and acknowledgement of internationally recognised human rights
We are committed to respecting the human rights of all people who are impacted by our activities, as well as respecting diversity and inclusion, elimination of all forms of discrimination as defined by applicable laws, modern slavery, child labour and human trafficking.

Adoption of a risk-based approach to human rights due diligence
Areas of material importance include labour and working conditions, supply chain, responsible security, communities' well-being and how they are impacted by, among other things, climate change, environmental issues and energy transition.

We apply a risk-based due diligence approach to identify, prevent, mitigate and address actual and potential adverse human rights impacts arising from activities performed across the organisation, and resulting directly from our operations, products or services, with a focus on significant risks and priority areas, and with input from engagement with relevant stakeholders.

Access to effective grievance mechanisms and remedies
We are committed to providing for and cooperating in the remediation of adverse human rights impacts that we identify we have caused or contributed to. Our grievance mechanisms are designed to be confidential, reasonably prompt, non-retaliatory and fair. We seek to ensure that our grievance mechanisms are accessible to all stakeholders, including within and outside our organisation.

Governance & Implementation

This policy is approved by the Board of Directors and its implementation is overseen by the leadership team. Human rights management in PETRONAS is guided by supporting documents, including our Code of Conduct and Business Ethics (CoBE) and our Contractors Code of Conduct on Human Rights (CoCHR)

This policy applies to every employee, director, and officer of PETRONAS. Third parties that may perform works or services for or on behalf of PETRONAS and joint venture companies in which PETRONAS is not a controlling stakeholder and associate companies of PETRONAS are encouraged to adopt this Policy of similar principles and standards.

Click here to view PETRONAS Human Rights Policy

PETRONAS Anti-Bribery and Corruption (ABC)

The CoBE is supported by the PETRONAS Anti-Bribery and Corruption Policy & Guidelines (ABC Manual) which is applicable to all employees as well as third parties. PETRONAS enforces zero tolerance for all forms of bribery and corruption. Our No Gift Policy and PETRONAS Integrity Compliance Framework collectively aim to further fortify the culture of ethics and integrity across the Group.

Whistleblowing

The Whistleblowing Policy encourages disclosure on any form of improper misconduct, where matters raised are deliberated by the Whistleblowing Committee. Updates are provided on a regular basis to the Audit Management Committee and Board Audit Committee. To lodge a report, please visit our Whistleblowing page.