Audit Committee

The primary role of the Audit Committee is to provide oversight of the financial reporting process, the audit process, the system of internal controls, compliance with applicable laws, rules and regulations, and enterprise risk management of the Company.

Audit Committee of the Board currently comprises of the following directors:

Terms of Reference

Terms of reference of the Audit Committee are as follows:

• Determination of appropriate measures to safeguard the company’s assets;
• Review of annual and interim 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;
  • going-concern assumption;
  • any changes in accounting policies and practices;
  • compliance with applicable accounting standards;
  • compliance with corporate governance regulations and other statutory and regulatory requirements
  • all related party transactions
  • material off-balance sheet items
• Review of Company’s annual budget, forecasts and any budget re-appropriations.
• Review of preliminary announcements of results prior to external communication and publication;
• 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 of the Company;
• Review of the scope and extent of internal audit, audit plan, reporting framework, audit reports significant findings, and procedures and ensuring that the internal audit function has adequate resources and is appropriately placed within the Company;
• Review training and development needs and succession planning of the internal audit function
• 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 system including financial and operational controls, accounting system for timely and appropriate recording of purchases and sales, receipts and payments, assets and liabilities and reporting structure are adequate and effective;
• Review of the Company’s statement on internal control systems prior to endorsement by the Board of Directors and internal audit reports;
• Review significant legal, regulatory and tax matters having a material impact on the Company;
• Instituting special projects, value for money studies or other investigations on any matter specified by the Board of Directors, in consultation with the CEO 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 Corporate Governance Regulations promulgated by SECP and identification of significant violations thereof;
• Recommending the hiring or removal of the Chief Internal Auditor and his performance appraisal on annual basis.
• Review whistleblowing policy and mechanism for staff and management and other stakeholders 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; Monitor the Company’s placement of funds and related policy matters on quarterly basis
• Recommend to the Board of Directors 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. The board of directors shall give due consideration to the recommendations of the audit committee and where it acts otherwise it shall record the reasons thereof;
• Consideration of any other issue or matter of significant importance or matters as maybe assigned by the Board of Directors;
• Approval of resolutions for transfer of shares and issuance of duplicate share certificates of the Company, as per provisions of the Companies Act, 2017 (resolutions to be signed by any two members).
• The responsibilities of the Committee with regard to Enterprise Risk Management, inter alia, include the following:
  • Ensure that the Company implements sound fundamental principles that facilitate the identification, measurement, monitoring and control of risks.
  • Delineate Company’s overall risk appetite and tolerance level in relation to risks.
  • Ensure that Company’s overall risk exposure is maintained at prudent levels and consistent with the Company’s strategy.
  • Evaluate annually the adequacy of the risk management function, including the background and experience of key senior risk officers, staffing adequacy, and the independence and authority of the risk management function.
  • Review periodic reports related to management’s assessment of the Company’s risk management performance, and any other tools or reports used by management to assess and discuss the categories of risk faced by the Company, the exposures in each category, significant concentrations within those risk categories, the metrics used to monitor the exposures, and management’s views on the acceptable and appropriate levels of those risk exposures.
  • Review the Company’s ERM Strategy and ERM Policy to ensure their suitability, including adherence to relevant legislation and regulations.
  • Ensure that the risk management function has adequate resources and has a well-defined Annual Risk Management Plan.
  • Review key projects of strategic nature from risk perspective.
  • Review Audit or other findings relating to management of the Company’s risks and that follow-up actions are undertaken by the Management.
  • Evaluate special cases where a risk (or risks) fall outside published guidelines and thresholds and make recommendations on appropriate action to the Board.

HR & Remuneration Committee

The major role of the Committee is to review HR related matters of the Company and present its recommendation to the Board for consideration and approval.

HR & Remuneration Committee of the Board currently comprises of the following directors:

Terms of Reference

Terms of reference of the HR&R Committee are as follows:

• Recommend to the board for consideration and approval a policy framework for determining remuneration of directors (both executive and non-executive directors and members of senior management). The definition of senior management will be determined by the board which shall normally include the first layer of management below the chief executive officer level;
• Undertaking annually a formal process of evaluation of performance of the board as a whole and its committees either directly or by engaging external independent consultant and if so appointed, a statement to that effect shall be made in the directors’ report disclosing name, qualifications and major terms of appointment;
• Recommending the human resource management policies to the board;
• Recommending to the Board of Directors the employment, evaluation, compensation (including retirement benefits), and succession planning of the CEO.
• Recommending to the Board of Directors the employment, evaluation, development, compensation (including retirement benefits) of the Chief Operating Officer, Chief Financial Officer, Company Secretary and Head of Internal Audit;
• Consideration and approval on recommendations of CEO on such matters for key management positions who report directly to CEO or COO;
• Where human resource and remuneration consultants are appointed, their credentials shall be known by the committee and a statement shall be made by them as to whether they have any other connection with the company;
• Review managements proposals for the promotion of employees as direct reports tothe MD/CEO and make recommendations for consideration of the Board of Directors;
• Review management’s proposals for changes in the compensation policy and salary structure of employees and make recommendations for consideration of the Board.
• Review management’s proposals for strategic changes in the Company’s organogram and make recommendation for consideration of the Board.
• Evaluate the candidates and make recommendations for the appointment of senior management employees reporting directly to MD/CEO and their succession planning. For this particular function, the Managing Director will be co-opted member of the Committee. The Committee may also co-opt any other director for this purpose; and
• Take up any matter assigned by the Board and make its recommendations to the Board thereon.

Investment Committee

The major role of the Investment Committee is to evaluate and discuss the feasibilities of new projects to ensure growth and diversification of the Company’s business.

Investment Committee of the Board currently comprises of the following directors:

Terms of Reference

Terms of reference of the Investment Committee are as follows:

• The Committee will review and recommend investment strategy relating to local and international growth in core business and/or diversification projects. The Committee shall ensure that such investments are made in accordance with the Company’s approved capital allocation framework and in line with Board’s approved Strategies and policies in force from time to time.
• Review external growth opportunities, potential diversification projects, acquisitions, or divestment of existing projects/ventures, as proposed by the Management.
• Review Management’s proposals for strategic alliances with other entities/companies to achieve growth or diversification objectives of the Company.
• Any other matter that may be referred by the Board to the committee.

Technical Committee

The Technical Committee shall be responsible to evaluate technical aspects of all projects/matters pertaining to the Company’s core business i.e. Exploration & Production and allied services and make their recommendations for consideration of the Board.

Technical Committee of the Board currently comprises of the following directors:

Terms of Reference

Terms of reference of the Technical Committee are as follows:

• Annual Exploration, Appraisal and Development work program, its budget and any re-appropriations in the approved budget.
• Farm-in and Farm-out opportunities including acquisition of working interest in a new block, acquisition of additional working interest in an existing block, partial or complete divestment of working interest in an existing block.
• Relinquishment/surrender of the Company’s working interest in an existing block.
• Acquisition or disposal of plant, machinery and equipment pertaining to the Company’s core operations and allied services, which exceed MD’s authorized limit.
• Capital expenditures pertaining to the Company’s core operations and allied services, not provided for in the approved annual budget and where these exceed MD’s authorized limit.
• Technical aspects of the Company’s diversification projects.
• Any other matter that may be referred by the Board to the Committee.

ESG Committee

ESG Committee of the Board currently comprises of the following directors:

Terms of Reference

Terms of reference of the ESG Committee are as follows:

• Review ESG strategies, policies, goals and targets for the company, while focusing on sector specific challenges, local perspective and energy and security needs of the company.
• Monitor and assess the company’s ESG performance, including key performance indicators, benchmarks and targets.
• Oversee and advice ESG-related risks and opportunities that may impact the company’s business, reputation, and financial performance.
• Provide guidance to management team for adopting best international practices and seek support from ESG experts as needed to ensure company’s compliance with relevant ESG laws, regulations, and reporting requirements in the country.
• Foster constructive engagement with stakeholders, including investors, communities, government authorities and NGOs, to understand and address ESG concerns and expectations.
• Oversee the appropriateness of the sustainability management system, while emphasizing on social impact of the company business.
• Oversee and facilitate transparent communication of the company’s ESG performance to stakeholders especially investors through the annual sustainability report and other relevant disclosures.
• Promote ESG awareness and ensure ESG-related training opportunities are provided to employees, management and the Board.
• Advice on management team’s recommendations on the ESG implications of major projects, investments and initiatives for effective decision making.
• Report its findings, recommendations, and activities to the Board of Directors on a regular basis or as requested by the Board.