Code of Conduct
Code Of Conduct For Directors
1. OBJECTIVE
1.2. This Code is not exhaustive. It is intended to provide overarching principles and guidance, while recognizing the responsibilities of directors of the Company (“the Directors”) within the scope of their authority as prescribed under applicable laws, rules, and regulations; the Company’s Memorandum and Articles of Association; and other relevant internal policies and guidelines of the Company.
1.3. Directors who also serve as executives of the Company should read this Code in conjunction with the “Code of Conduct for Employees”. The Code may be revised from time to time to reflect changing legal, regulatory and ethical standards. Further, any guidance issued by the Finance Division shall form part of this Code and shall be complied with accordingly.
2. STANDARD OF CONDUCT
2.2. Directors shall uphold the reputation and credibility of the Company by treating the general public, institutional investors, regulators, and stakeholders with courtesy, transparency, and efficiency.
2.3. Each Director shall at all times meet and continue to comply with the prescribed Fit and Proper Criteria, as applicable under the applicable laws, rules and regulations.
Prevention of Improper Influence
2.4. Directors shall not directly or indirectly allow themselves to be subject to improper influence, whether political, commercial, or personal, in the exercise of their duties.
2.5. Directors shall make decisions based on objective criteria and in the best interest of the Company.
Equality of Opportunity
2.6. Directors shall ensure equality of opportunity in appointments, promotions, and determination of terms and conditions of service.
2.7. Appointment and employment practices shall be transparent, merit-based, and consistent with applicable laws and internal policies.
Quality Standards and Dealings with Suppliers
2.8. Directors shall ensure that the Company complies with quality and performance standards in all its operations.
2.9. Directors shall ensure that suppliers and contractors comply with the Company’s standard procedures and laid down policies.
Compliance with Procurement and Technical Standards
2.10. Directors shall ensure compliance with all laws, rules, regulations and internal procedures relating to public procurement, tendering, purchasing and technical standards.
2.11. Directors shall ensure that procurement processes are transparent, competitive, and free from favoritism or corruption.
Trading in Shares and Securities
2.12. Directors shall comply with all applicable laws and regulations regarding the trading and holding of shares, securities, or other financial instruments.
2.13. Insider trading, market manipulation and misuse of privileged information are strictly prohibited.
3. ANTI-CORRUPTION FRAMEWORK
3.2. The Board shall actively promote ethical conduct throughout the Company, and facilitate clear procedures for reporting of unlawful or unethical behavior.
3.3. Directors shall ensure that appropriate due diligence is conducted prior to the approval or engagement of any third party. Such due diligence shall include, at a minimum, verification of beneficial ownership, assessment of reputation, and confirmation of adherence to applicable anti-corruption and compliance standards.
3.4. Directors, when acting in their official capacity and reporting any misconduct, breach of this Code or violation of applicable law in good faith, shall be protected from retaliation, discrimination or any adverse consequences.
3.5. Directors shall not offer, solicit, or accept gifts, hospitality, entertainment or any other benefit that may, or may reasonably be perceived to, compromise independence, impartiality, or sound judgment in the discharge of their duty. Where refusal is not practicable due to cultural or protocol considerations, any such gift or benefit shall be immediately declared and deposited with the Company in accordance with the prescribed procedure. The Company shall maintain a dedicated register for the disclosure and recording of all such gifts and benefits.
3.6. Directors shall neither authorize, offer, solicit, nor accept facilitation or “grease” payments intended to expedite or secure routine government or administrative actions. The sole exception shall be circumstances involving an immediate threat to life or safety, in which case the Director must promptly report the incident to the Board, providing full disclosure of the circumstances.
Use of Company Resources
3.7. The assets, funds, and resources of the Company shall be used exclusively for the benefit of the Company and shareholders.
3.8.The resources of the Company, including but not limited to vehicles, phones, property, and any other asset, shall be used exclusively for official purposes, with due diligence, care, and in compliance with the Company’s policies and procedures.
3.9.All usage shall be conducted with efficiency, transparency, and accountability principles.
3.10.Unauthorized or personal use of these resources is strictly prohibited unless specifically approved by the Board.
Regulation of Business Travel
3.11 Business travel shall be undertaken strictly for official purposes, in a transparent and cost-effective manner.
3.12 Any crossover with personal travel must be explicitly authorized by the Board and separately accounted for.
3.13 The Board shall oversee the periodic review and implement necessary enhancements in the Company’s governance and compliance framework to address emerging risks, changes in applicable laws and regulations, and evolving corporate governance standards.
Continuous Monitoring and Review
3.14 Directors shall cause the anti-corruption framework to be reviewed regularly to ensure its suitability, adequacy, and effectiveness. The Board shall oversee enhancements in light of evolving risks, regulatory changes, and best practices including trainings on anti-corruption programs.
4. REGULATION OF CONFLICTS OF INTEREST
4.1 Directors shall avoid situations where their personal, financial, or other interests conflict, or could reasonably be perceived to conflict with the interests of the Company. Directors must not achieve or attempt to achieve any undue gain or advantage to themselves, any relative, partner, or associate.
4.2 A conflict of interest shall be deemed to have arisen where a Director has any pecuniary or non-pecuniary interest that could reasonably affect objective judgment.
4.3 Directors shall be required to promptly disclose at the Board meeting any actual, potential or perceived conflict of interest, including but not limited to:
- Financial interest in suppliers, customers or competitors;
- Outside business activities or directorships, and,
- Any relationship that could influence impartial judgment.
4.4. Directors shall;
- Abstain from participation in discussions or decisions relating to the matter where such conflicts exist, and their presence will not be counted as part of the quorum.
- Submit annual declarations and update disclosures as circumstances change.
4.5. All such disclosures shall be recorded in the Register of Interest maintained by the Company. Such declared conflicts of interest shall be reviewed periodically to ensure that they are managed in line with the SOE policies and regulatory standards.
4.6. Any gain obtained from the conflict of interest shall be paid back to the Company.
4.7. Where a conflict of interest gives rise to a Related Party Transaction, the same shall be dealt in accordance with the Company’s Related Party Transactions Policy, the requirements of the Companies Act, International Financial Reporting Standards (IFRSs)/International Accounting Standards (IASs). and the regulations framed thereunder.
4.8. Directors shall immediately notify in writing to the Company Secretary regarding the sale/purchase transactions of the Company’s shares.
4.9. Every Director, upon appointment, shall sign a declaration confirming that each:
- has received, read, and understood the Company’s policy on Conflicts of Interest and Related Party Transactions;
- has read and understood the SOE Policy;
- shall not offer or accept any payment, gift, bribe, favour, or inducement which might influence, or appear to influence, their decisions or actions; except as otherwise provided and,
- shall abide by this Code, the Company’s Conflict of Interest Policy, Related Party Transactions Policy, and all other applicable policies.
- Shall abide by the Company’s Code of Conduct.
5. USE AND DISCLOSURE OF INFORMATION
5.1. Directors shall treat all non-public information obtained in their official capacity as confidential.
5.2. Information should not be disclosed to unauthorized persons or used for personal gain.
5.3. Public disclosures shall be made only with prior approval of the Board, in accordance with applicable laws, regulations, and disclosure requirements.
6. MONITORING COMPLIANCE AND BREACH MANAGEMENT
6.1. The Board, through the Audit Committee, shall oversee compliance with this Code and ensure the effectiveness of monitoring mechanisms, including periodic reporting and review of compliance reports.
6.2. Any suspected or actual breach of this Code shall be reported to the Audit Committee or through such reporting channels as may be prescribed by the Company.
6.3. In the event of any breach or suspected breach of this Code by a Director, the matter shall be placed before the Board, through the Audit Committee, for consideration. Any disciplinary or remedial measures in respect of a Director shall be undertaken strictly in accordance with the provisions of the Companies Act and the SOE Act as applicable, including but not limited to the disqualification, removal requirements prescribed thereunder.
7. GOVERNANCE
8. RESPONSIBILITY FOR ENFORCEMENT
8.1. Each Director is individually responsible for complying with and upholding this Code.
8.2. Any questions regarding interpretation or application of the Code should be referred to the Chairperson of the Board or the Company Secretary.
8.3. Breach of this Code may result in action under applicable laws and regulations, in addition to any consequences under the Company’s governance framework.
Code Of Conduct For Employees
1. OBJECTIVE
1. To ensure that Oil & Gas Development Company Limited (the Company) conducts and is seen to conduct its operations in accordance with the highest business ethical consideration, complying with all statutory regulations and universally accepted standards of a good corporate citizen. The Company’s core values are Merit, Integrity, Teamwork, Safety, Dedication, and Innovation. It is towards this end of fostering the core values in the corporate culture of the Company that the Company has adopted this Code of Conduct (the Code).
2. GOVERNANCE AND LEGAL COMPLIANCE
LEGAL COMPLIANCE & CONFLICT OF INTEREST
2.1 The employees adhere in letter and spirit to all laws and conform to the accepted standards of good corporate governance and avoid conflict of interest. The conflict of interest, if any, real or perceived, including potential conflicts, must be notified to the Company in writing immediately. (A conflict of interest may arise when an employee is in a position to influence a decision or situation that may result in personal gain for such employee or the employee’s family or friends at the expense of the Company or its customers).
2.2 The Employees shall not place themselves in a position where their loyalty to the Company becomes divided for any reason, including their direct or indirect financial interest in a competitor, supplier, consultant, or customer.
2.3 The Company respects the interests of all the stakeholders and enters into transparent and fairly negotiated contracts. It will do business with customers and suppliers of sound business character and reputation only. All business dealings by the Company with third parties shall be on an arm’s length and commercial basis.
CORRUPTION, BRIBERY, FACILITATION PAYMENTS
2.4 The Company has zero tolerance for corruption and ensures that this is strictly complied with by all employees as well as third parties engaged with the Company. All third parties, agents, consultants, suppliers, and contractors shall be subject to appropriate due diligence procedures to prevent any corrupt practices.
2.5 The employees reject corruption in all forms – direct, indirect, public or private, and do not directly or indirectly engage in bribery, kick-backs, payoffs, or any other corrupt business practices. No employee of the Company shall accept any funds, loans, favours, or other assets (including those provided as preferential treatment) to obtain business from the Company or that might tend to influence an employee’s business decisions. The Company shall uphold its commitment to regular training and awareness in this regard and all applicable internal policies.
2.6 Facilitation payments are strictly prohibited. For the purposes of this Code, facilitation payments mean small payments, whether in money or in kind, made to government officials or third parties, in accordance with local custom, to expedite routine government actions such as issuing permits, processing licenses, or providing services. Such payments undermine the Company’s commitment to fair business practices and compliance with applicable laws. Any request for such payments must be reported immediately to the relevant Company authority for guidance.
GIFT, HOSPITALITY AND ENTERTAINMENT
2.7 Employees must neither solicit, offer, nor accept gifts, entertainment, or hospitality that could improperly influence, or appear to influence, business decisions or create a conflict of interest. Where refusal is not practicable due to cultural or protocol considerations, any such gift or benefit shall be immediately declared and deposited with the Company in accordance with the prescribed procedure. The Company shall maintain a dedicated register for the disclosure and recording of all such gifts and benefits.
2.8 Employees may offer tips of hospitality of a customary amount or value for routine services or exchange of customary reciprocal courtesies as per Company policy, in good faith to promote general business goodwill, provided it does not influence business decisions or dealings of the Company.
2.9 In the course of their normal business duties, employees may be offered entertainment such as lunch, dinner, theatre, a sporting event, and the like. Accepting these offers is appropriate if those are reasonable and occur in the course of a meeting or on an occasion the purpose of which is to hold bona fide business discussions or to foster better business relations. Employees should not accept tickets or invitations to entertainment when the prospective host will not be present at the event with the employee.
3. CORPORATE RESPONSIBILITY
ENVIRONMENTAL, SOCIAL, AND GOVERNANCE (ESG) PRINCIPLES
3.1 The Company is committed to integrating Environmental, Social, and Governance (ESG) principles into its business operations and decision-making processes. This includes minimizing the environmental impact of operations, supporting the transition toward clean and sustainable energy solutions, promoting sustainable growth as well as supporting local community, and maintaining robust governance practices. Employees are expected to actively support the Company’s ESG objectives by embracing digitalization, adopting innovative and sustainable work practices, and contributing to the achievement of defined ESG targets. The Company believes that responsible business conduct is essential to creating long-term value for shareholders, stakeholders, and society at large.
3.2 The Company shall regularly monitor, evaluate, and report on progress toward ESG objectives. Periodic reports on ESG performance, environmental impact, and social initiatives shall be published and communicated to stakeholders to ensure transparency and accountability. Employees are required to cooperate with data collection and reporting processes to enable accurate and meaningful disclosures.
HEALTH, SAFETY, ENVIRONMENT, AND QUALITY (HSEQ)
3.3 The Company is committed to providing a safe, healthy, and environmentally responsible workplace in line with industry best practices and international standards. Employees must strictly observe all health, safety, and environmental rules, promptly report hazards or unsafe conditions, follow security measures, and cooperate fully in emergency preparedness and drills. Maintaining HSEQ standards is a shared responsibility and a core element of the Company’s commitment to excellence and responsible corporate citizenship.
4. EMPLOYEE CONDUCT AND WORKPLACE CULTURE
PERSONAL CONDUCT
4.1 The Company expects its employees to demonstrate the highest standards of personal and professional conduct at all times, both inside and outside the workplace. Employees must refrain from any conduct that could harm the Company’s reputation or disrupt its operations. The following behaviors are strictly prohibited:
- Misconduct or violation of Company policies.
- Intimidating, insulting, or abusive behavior, including verbal harassment.
- Misogynist behavior, harassment (including but not limited to sexual harassment), or any form of discrimination.
- Ignoring applicable regulatory or legal requirements in the performance of duties.
- Humiliation, coercive tactics, bullying, or unnecessary interference in management decisions.
- Unethical actions aimed at tarnishing the image or reputation of any person.
Employees must act with professionalism, courtesy, and mutual respect in all interactions and are encouraged to foster a positive, inclusive, and productive work environment.
USE OF COMPANY’S ASSETS / RECORD KEEPING
4.2 The employees of the Company seek to protect the Company's assets and to ensure that the Company's assets and services are used solely for legitimate business purposes of the Company. The use of the Company’s funds for political contributions to any organization or to any candidate for public office is prohibited.
4.3 The Company must make and keep books and records that accurately and fairly reflect the Company’s transactions and the disposition of its assets in accordance with International Financial Reporting Standards (IFRS) and applicable laws & regulations.
4.4 Any accounting adjustments that materially depart from IFRS and applicable laws & regulations must be reported to the Audit Committee of the Board, Board of Directors, and the Company’s statutory auditors. In addition, any off-balance-sheet transactions, arrangements and obligations, contingent or otherwise, and other relationships of the Company with unconsolidated entities or other persons that may have material current or future effects on the financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components or revenues or expenses must also be disclosed to the Audit Committee of the Board, Board of Directors and the Company’s statutory auditors.
CONFIDENTIALITY
4.5 The Company respects the privacy of data relating to individual persons (whether employees or third parties) which it may hold or handle as part of its information processing activities or otherwise. Employees will maintain the confidentiality of the Company’s and its customers’ confidential information, which is disclosed to them.
4.6 Employees may not take advantage of the Company’s information or property, or their position with the Company, to develop inappropriate personal gains or opportunities.
GENDER EQUALITY, DIVERSITY, AND INCLUSION
4.7 The Company is firmly committed to promoting diversity, equity, and inclusion (DEI) across all levels of the organization. The Company provides equal opportunities for employment, training, and career advancement, irrespective of gender, culture, race, religion, or creed. Discrimination, harassment, or bias of any kind will not be tolerated. The Company is dedicated to maintaining a safe, respectful, and inclusive workplace where every employee is empowered to contribute to the Company’s success. All employees share the responsibility of supporting this culture of equality and inclusion.
CONTINUING PROFESSIONAL EDUCATION
4.8 The Company recognizes that professional competence and continuous learning are essential for maintaining high standards of performance and compliance. All employees are expected to acquire and maintain an appropriate level of knowledge of the legal requirements, regulatory frameworks, and internal policies relevant to their roles. Employees must make dedicated efforts to improve their competence and skills through continuing professional education, training programs, and other learning opportunities offered or recommended by the Company.
5. ENFORCEMENT OF CODE
COMPLIANCE & REPORTING
5.1 All Employees of the Company and its subsidiary/subsidiaries are responsible for the continuing enforcement and compliance with this Code. If any employee has any question about any part of this Code, they should direct that question to their immediate supervisor or Executive Director (Human Resources), or the Company Secretary. Non-compliance with this Code will lead to disciplinary action as per the rules of the Company.
5.2 If an employee becomes aware that another employee has violated this Code, he or she is obligated to report that violation to the Company.
5.3 Good faith reports of the violations will be promptly and thoroughly investigated. All employees must cooperate in the investigation of reported violations.
5.4 The Investigating Officer will not, to the extent practical and appropriate under the circumstances, disclose the identity of anyone who reports a suspected violation or who participates in the investigation.
PROTECTION FOR WHISTLEBLOWING
5.5 The Company shall implement a mechanism for “whistleblowing” and protection against retaliation. Employees shall be encouraged and empowered to report any unethical behavior, violation of laws, rules, regulations, Company policies, procedures, or this Code of Conduct to the relevant authority through secure and confidential two-way communication channels.
5.6 The Company does not permit retaliation against an employee who, in good faith, seeks advice or reports misconduct. Retaliation in any form against an individual who, in good faith, reports a violation of this Code or the law, even if the report is mistaken, or who assists in the investigation of a reported violation, is itself a serious violation of this Code.
5.7 We are committed to providing the utmost protection to employees who report a breach or suspected breach of the Code. Informants shall be warranted no retaliation for reports made in good faith, and senior management shall not hold employees accountable for any loss of business resulting from compliance with this Code.
5.8 Anyone who engages in retaliation will be subject to disciplinary action, including termination from the service of the Company.
EMPLOYEE DECLARATION
5.9 All employees shall be required to sign a formal declaration confirming that they have read, understood, and agreed to comply with this Code of Conduct. By signing the declaration, employees affirm their commitment to uphold the Company’s values, policies, and standards of ethical conduct in the performance of their duties. Employees acknowledge that compliance with this Code is a condition of continued employment and agree to seek guidance whenever in doubt regarding the interpretation or application of any provision.
