1. At KPOGCL, the Directors and 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, favors or other assets (including those provided as preferential treatment) to obtain business from any entity or that might tend to influence an employee’s business decisions. Acceptance of any gift by the Directors or Employees will be subject to Company’s Policy.
  1. In the course of their normal business duties, employees may be offered entertainment such as tea, breakfast, lunch or dinner, however Employees shall make best efforts to pay for these. 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 bonafide business discussions or to foster better business relations. Employees should not accept tickets or invitations to entertainment or alike.
  1. Employees may offer gifts of hospitality of a customary amount or value for routine services or exchange of customary reciprocal courtesies to prompt general business goodwill provided it does not influence business decisions or dealings of the Company. CEO or CFO shall approve the nature of the gifts.

Anti-Corruption Policy & Procedure

1.    Severance Management

KPOGCL is highly committed to promote fair and honest culture through all the departments of the company to keep good and attractive working environment. Therefore, KPOGCL will ensure that all complaints against employees are assessed and investigated by appropriate forums and proper action is taken. Complaints to BOD or CEO may relate to the following matters:

  1. Illegal acts at work place;
  2. Fraud;
  3. Misappropriation;
  4. Non-compliance of KPOGCL policies and procedures, including Code of Conduct;
  5. Unfair use of KPOGCL property; and
  6. Any other factors that may hurdle the smooth running of company operations.

1.1.         Severance Committees

For the purpose of handling complaints against employee(s), given below are the appropriate forums for investigating and handling complaints against different grades:

KPOGCL Grades Investigating Authority Approving Authority
10A (CEO) HR Committee of the Board Board of Directors of KPOGCL
10B, 9, 8,7,6,5 1. Chief Executive Officer
2. Sr.GM – HR, Admin & Procurement
4,3,2,1 and non-management staff, trainees, daily wages etc. 1. General Manager HR
2. Relevant Department General Manager

1.2.         Complaints

Any KPOGCL employee, supplier, contractor or any other stakeholder may lodge complain for any non-compliance with the KPOGCL policies or laws and regulations to CEO, CFO, Manager IA or any GM. The matter shall be kept highly confidential until the CEO or his/her delegate assess the reasonableness of complaint(s). If CEO or his/her delegate is satisfied that the complaint is genuine, the matter shall be referred to appropriate Severance Committee based on the grade of the employee. The employee may be suspended from his service during the investigation of matter.

In case of a complaint seems to intentionally malign an employee’s reputation, a show-cause notice shall be issued to the complainant and the matter shall be referred to the relevant severance forum.

1.3.         Right to Defend

Before investigating the matter, Severance Committee shall give enough time to employee to defend himself and give clarifications. Proper notice shall be given thereby inviting convicted employee for clarification. The notice shall specify the charges against the employee and shall specify the timeframe during which he/she can submit his/her written clarifications. The written clarifications shall be submitted by the convicted employee to any member of Severance Committee nominated for the purpose.

1.4.         Assessment by Severance Committee

Severance shall thoroughly investigate the matter with due care. If the nature of the offence is technical involvement of any other person is required, the Committee members can mutually agree and include other persons to assist them. Severance Committee may also appoint a team of good repute from within KPOGCL to investigate the charges against the employee.

The investigating team members shall present a report covering all aspects of the matter along with recommendations to Severance Committee. Severance Committee may make recommendations to CEO.

1.5.         Warning/termination

Based on severity of the matter, Severance Committee may recommend to issue written warning by CEO to concerned employee or may terminate him/her from service.

The results of the investigation and recommendations shall be forwarded to the following authority for approval:

          For 10A grade, BOD KPOGCL;

          For 10B, 9,8,7,6,5,4,3,2,1 grades by CEO.

Once approved, warning or termination letter shall be issued to the concerned employee by CEO.

1.6.         Appeal

Aggrieved employee of KPOGCL shall have right to appeal against the decision of the Severance Committee. The appeal shall be made to the higher forum than the committee who investigated the matter.

1.7.         Clearance

In case of termination, Human Resource Department shall ensure that the clearance procedure as specified for the outgoing employees is followed. In case of termination from service due to fraud, misappropriation or misuse of company assets, HR shall deduct any such loss from the final settlement of outgoing employee. CEO shall finally approve the settlement.

2.    Grievance Complaints and Redressal

Grievances are complaints that employees raise with their employers. These may relate to how employees have been treated or to actions that an employer is contemplating taking. There is a spectrum of grievances ranging from major and potentially illegal issues, such as discrimination or victimization in the workplace to more minor day‐to‐day disputes such as a poor relationship between two employees or a disagreement over holiday arrangements.

KPOGCL grievance procedures shall provide a clear and transparent framework to deal with difficulties which may arise as part of their working relationship from an employee’s perspective. It is important that employees have a course of action available, should they have a complaint. Procedures are necessary to ensure that everybody is treated in the same way in similar circumstances and to ensure issues are dealt with fairly, reasonably and in a timely manner.

Procedures should be kept as simple as possible, avoiding unnecessary administrative stages. Lodging a formal grievance should be seen as a last resort, after informal methods have been exhausted. Ordinary, day‐to‐day issues can often be better dealt with informally in meetings with Line Managers. If discussions with Line Managers fail to resolve the issue, it is still possible to pursue an informal approach without triggering a formal procedure. For example, Manager – HR could host an informal meeting or discussion.

Communication to Employee All employees of KPOGCL should be informed about the grievance mechanism at the time they are hired, and details about how it operates should be easily available, in employee handbooks for example. Employees must know to whom they can turn in the event of a grievance and the support that is available to them. Department Heads/Department Managers/Zonal Managers who will be dealing with grievances.
Regular Updates The process should be regularly reviewed and kept up to date. Human Resource Department will be responsible to update the process.
Confidential, Impartiality and non-retribution Formal complaint lodged by an employee shall be dealt with confidentiality. CEO, Employee Line Manager and Manager – HR & Admin shall receive the complaints.

Employee lodging the complaints shall not be subject to any reprisal.

Reasonable Timescales Any complaint received from an employee shall be investigated within a month from the date of the complaint is received Human Resource Department.
Authority to Investigate GM – HR and relevant Department Head will be responsible for conducting meetings and investigations relevant to the grievance.

For any complaints by General Managers against CEO, HR Committee of the Board can designate any of its members for investigation and resolution.

Right of Appeal An employee should have the right to appeal to a higher level of management if he or she is not satisfied with the initial finding.
Keeping records Once a grievance has been raised formally, proper written records shall be kept to aid transparency and allow for any review of the process or decision to be undertaken. Original complaints, meeting minutes and decisions shall be retained as records.


Policy Summary

It is the firm policy of the Khyber Pakhtunkhwa Oil & Gas Company Limited (herein called “KPOGCL”) to identify Conflicts of Interest (herein called “COI”) involving KPOGCL and related parties, as well as to identify situations which may give rise to the appearance of a Conflict of Interest, and to address such Conflicts and situations in a manner that will fully protect the integrity, reputation, time, efforts and funds of the KPOGCL and related parties. This COI Policy was approved by the Board of Directors in the 17th Board Meeting.

This Policy is issued dated 17-March-2017. It is applicable on all Directors of the Board and Employees.

Article I: Purpose of this Policy

The purpose of this Conflict of Interest policy is to protect KPOGCL’s Interests when it is contemplating to enter into any transaction, agreement, contract, arrangement or other work that might benefit the private Interest of a Director (Board of Director), or Employee that might result in a possible excess benefit transaction or may give the appearance of undue influence from outside parties. This policy is intended to supplement but not replace any applicable Provincial and/or Federal laws governing and in vogue. A panel under the CEO, assisted by CFO shall ascertain applicability of COI to a transaction. A report shall be submitted to BOD every six months.

Article II: Definitions

  1. Conflict of Interest

A “Conflict of Interest COI” arises when a Person in a position of authority in an organization, such as a Director, manager, key officer, management staff, non-management staff, expert, volunteer, consultants and alike may benefit Personally from a decision he or she could make.

  1. Interested Person

Any Director, principal officer, committee member or senior staff Person with delegated powers, who has a direct or indirect financial Interest, as defined below, is an Interested Person.

  1. Financial Interest

A Person has a financial Interest if the Person, directly or indirectly through business, investment or family has:

  1. An ownership, partnership, directorship (excluding independent directorships), shareholding or investment interest in any entity with which the Company has a transaction or arrangement, however any prior ownership, partnership, shareholding or investment created 6 months prior to joining KPOGCL shall not construed COI.
  1. A compensation arrangement with the Company or with any entity or individual with which the Company has a transaction or arrangement. Compensation includes direct and indirect remuneration, as well as gifts or favors that are not insubstantial, such as:
  • Consultancy – any consultancy, directorship fee (excluding independent directorship), position in or work which attracts regular or occasional payments in cash or kind,
  • Fee-paid Work – any work commissioned for which the member is paid in cash or in kind,
  • Shareholdings – any shareholding in or other beneficial Interest in shares. (This does not include shareholdings through unit trusts or similar arrangements where the “Interested Person” has no influence on financial management).
  1. A potential ownership or investment Interest in, or compensation arrangement wit, any entity or individual with which the Company is negotiating a transaction or arrangement.

A financial Interest is not necessarily a Conflict of Interest under Article III, Section 2, when a Person who has a financial Interest may have a Conflict of Interest only if the governing Board or appropriate committee decides that a Conflict of Interest exists.

  1. Research Awards

Interested Person shall avoid situations of possible Conflict of Interest in the recommendation of contracts, agreements or grants to other institutions where s/he has Interest.



Article III: Procedures

  1. Distribution of Policy and Procedures

Annually a Disclosure Statement shall be furnished to and completed by each Director, officer, committee member and senior staff member. Any new directors, officers, committee members or senior staff shall be advised by the Compliance Officer (CFO) of this Policy and furnished a disclosure statement upon undertaking the duties of such office.

  1. Duty to Disclose

In connection with any actual or possible Conflict of Interest, an Interested Person must disclose the existence of the Financial Interest and be given the opportunity to disclose all material facts to the Board members or members of committees considering the proposed transaction or arrangement. The KPOGCL’s Disclosure Statement (Form XXXX) shall be provided for this purpose to the Interested Person.

  1. Determining Whether or Not a Conflict of Interest Exists

After disclosure of the Financial Interest and all material facts, and after any discussion with the Interested Person, he/she shall leave the Board or committee meeting while the potential of a Conflict of Interest is discussed and determined. The remaining Board or committee members shall decide if a Conflict of Interest exists. The minutes of the meeting shall note that this procedure was followed and the group’s determination.

  1. Procedures for Addressing the Conflict of Interest
  1. An Interested Person may make a presentation at the Board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible Conflict of Interest.
  1. After exercising due diligence, the Board or committee shall determine whether the Company can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a Person or entity that would not give rise to a Conflict of Interest.
  1. If a more advantageous transaction or arrangement avoiding a Conflict of Interest is not reasonably possible under circumstances, the Board or committee shall determine by a majority vote of the “dis-Interested directors” or members, whether the transaction or arrangement is in the Company’s best interest, for Company’s own benefit, and whether it is fair and reasonable. In conformity with the above determination, the BOD shall make its decision as to whether to enter into the specified transaction or arrangement.
  1. In the case of research awards, the member of any institution to which a grant is to be considered shall retire from the room during the course of the discussion, shall not participate in the deliberation nor vote on the matter.
  1. Violations of the Conflict of Interest Policy
  1. If the Board, committee or Compliance Officer has reasonable cause to believe a member has failed to disclose actual or possible Conflicts of Interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
  2. Employees must notify their direct supervisor of any actual or potential conflict of interest situation and obtain a written ruling as to their individual case. The CEO shall give ruling on employees in breach of COI. In case of Directors, such ruling can only be given by the Board, and will be disclosed to the shareholders.
  1. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board, Committee or CEO determines that the member has failed to disclose an actual or possible Conflict of Interest, s/he shall be given 15 working days to appeal and/or remove the Conflict of Interest as determined by the BOD, Committee or CEO thereafter BOD, Committee or CEO shall take appropriate disciplinary and corrective action.

Article IV: Records of Proceedings

The Minutes of the Board meeting and all committee meetings, where such Conflicts have arisen shall contain:

  1. The names of the Persons who disclosed or otherwise were found to have an actual or possible Conflict of Interest, the nature of the Financial Interest or other Conflict, any action taken to determine whether a Conflict of Interest was present, and the Board’s or committee’s decision as to whether a Conflict of Interest in fact existed.
  1. The names of the Persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Corporate Strategy

To enable the Company to attain heights of success through investment in human capital, implementation of lean exploration & production methods, services and commitment to Total Quality and Environment Management, we plan, with the help of Almighty Allah, to establish and expand the newly established company into a world class E & P company and attract local, as well as international investments to penetrate into untapped Oil and Gas reserves with pro-active measures and effective planning, implementation and execution. Our objective is to successfully exploit all the available natural resources for benefit of people of Khyber Pakhtunkhwa in particular and the country at large. We intend to set an example in all dimensions of our entrepreneurial activities. We see ourselves committed to the self-defined models of economic, social, and ecological responsibility, which means not only economic success but also conscientious interaction with our Staff members, people, and the environment.

Our primary objective as a leading Exploration and Production (“E&P”) Company in Pakistan is to enhance our reserves and production profile and, ultimately, to maximize value for our shareholders. In order to achieve this goal, we are seeking to execute the following strategic goals:


  • Strive to implement International Best Practice: We strive to implement international best practices which seek to bring about an efficient organizational structure and business processes that are focused on production.

Confidentiality Policy


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 maintain confidentiality of the Company’s and its customers’ confidential information which is disclosed to them.

The Directors and Employees may not take advantage of the Company’s information or property, or their position


KPOGCL is instituting the following Whistle Blower (herein called “WB”) Policy as a result of requirements of Code of Corporate Governance-2013. KPOGCL has always had an informal open door policy for all Directors, employees, contractors and other stakeholders to discuss all matters pertaining to the operation and reporting of activities of KPOGCL.

Employees of entities are often the first to realize that there may be something seriously wrong with an organization. However, they may decide not to express their concerns because they feel that speaking up would be disloyal to their colleagues or to the organization. They may also fear harassment or victimization by the management. In these circumstances, they may feel it would be easier to ignore the concern rather than report what may just be a suspicion of malpractice or malafide.

This Policy document for KPOGCL makes it clear that employees can do so without fear of victimization, subsequent discrimination or disadvantage. This Whistle Blowing Policy is intended to encourage and enable employees to raise serious concerns within KPOGCL rather than overlooking a problem or seeking a resolution for the problem outside KPOGCL.

This Policy applies to all Directors and employees and those contractors working for KPOGCL. It is also intended to provide a method for other stakeholders (suppliers, customers etc.) to voice their concerns regarding KPOGCL’s business conduct.

The Policy is also intended as a clear statement that if any wrongdoing by KPOGCL or any of its employees or by any of its contractors or suppliers is identified and reported to KPOGCL, it will be dealt with expeditiously and thoroughly investigated and remedied. KPOGCL will further examine the means of ensuring that such wrongdoing can be prevented in the future.

What is Whistle-blowing?

Whistle-blowing can be described as giving information about potential illegal and/or underhanded practices i.e. wrong doing.

What is wrong doing?

Wrong doing involves any unlawful or illegal behavior and can include:

  1. An unlawful act whether civil or criminal;
  2. Breach of or failure to implement or comply with any published KPOGCL policy;
  3. Knowingly breaching mandatory federal or provincial laws or regulations;
  4. Unprofessional conduct;
  5. Questionable accounting practices;
  6. Dangerous practice likely to cause physical harm/damage to any person/property;
  7. Failure to rectify or take reasonable steps to report a matter likely to give rise to a significant and avoidable cost or loss to KPOGCL;
  8. Abuse of power or authority for any unauthorized or ulterior purpose; and
  9. Unfair discrimination in the course of employment or provision of services.

This list is not definitive, but is intended to give an indication of the kind of conduct which might be considered as “wrong doing”. Minor deviations shall construed “wrong doings”.

Who is protected?

This Policy is set in the context of the statutory provisions of Public Sector Companies (Corporate Governance) Rules, 2013. Any employee who makes a disclosure or raises a concern under this Policy will be protected if the employee:

  • Discloses the information in good faith;
  • Believes it to be substantially true;
  • Does not act maliciously or make false allegations; and
  • Does not seek any personal or financial gain.

Who should the Whistle Blower (WB) contact?

Anyone with a complaint or concern about KPOGCL should try to contact their supervisor or manager responsible for the area which provides the relevant service. This depends however, on the seriousness and sensitivity of the issues involved and who is suspected of malpractice and therefore contact CEO directly. CEO Email and Cell numbers shall always be publically known.

How will KPOGCL respond?

KPOGCL will respond positively to the concerns of the complainant.

Where appropriate, the matters raised may:

  • Be investigated by management, the Board of Directors, or through a disciplinary process;
  • Be referred to the external auditor.

In order to protect individuals and those accused of misdeeds or possible malpractice, initial enquiries will be made to decide whether an investigation is appropriate and, if so, what form it should take.

Some concerns may be resolved by agreed action without the need for investigation. If urgent action is required, this will be taken before any investigation is conducted.

Within 30 calendar days after a concern is raised, the person contacted or a representative thereof will write to the complainant:

  1. Acknowledging that the concern has been received;
  2. Indicating how they propose to deal with the matter;
  3. Giving an estimate of how long it will take to provide a final response;
  4. Telling the WB whether any initial enquiries have been made; and
  5. Telling the WB whether further investigations will take place and if not, why not.

The amount of contact between the persons considering the issues and WB will depend on the nature of the matters raised, the potential difficulties involved and the clarity of the information provided. If necessary, KPOGCL will seek further information from the WB.

KPOGCL will take steps to minimize any difficulties which WB may experience as a result of raising a concern. For instance, if WB are required to give evidence in criminal or disciplinary proceedings, KPOGCL will arrange for the WB to receive advice about the procedure on best effort basis.

KPOGCL accepts that WB shall be assured that the matter has been properly addressed. Thus, subject to legal constraints, we will inform WB of the outcomes of any investigation.


Concerns will be investigated as quickly as possible. It should also be borne in mind that it may be necessary to refer a matter to an external agency and this may result in an extension of the investigative process. It should also be noted that the seriousness and complexity of any complaint may have an impact upon the time taken to investigate a matter. A designated person will attempt to indicate at the outset the anticipated time scale for investigating the complaint.


KPOGCL will not tolerate any attempt on the part of anyone to apply any sanction or detriment to any person who has reported to KPOGCL a serious and genuine concern that they may have concerning an apparent wrong doing.


KPOGCL will respect the confidentiality of any whistle-blowing complaint received by KPOGCL or Government of KP. However, it must be appreciated that it will be easier to follow up and to verify complaints if the complainant is prepared to give his or her name publically. In addition, confidentiality cannot be maintained if such confidentiality is incompatible with a fair investigation or if there is an overriding reason for identifying or otherwise disclosing the identity of the person making the complaint, or if disclosure of the identity of the complainant is required by law.

In the event that anonymity is requested the person should contact supervisor, manager or CEO by phone or email, who will give a case number and a time or times when he or she can call back for updates on the investigation of his or her complaint.


KPOGCL is proud of its reputation of adhering to high standards of honesty. It will therefore ensure that resources are put into investigating any complaint which it receives. However, it is important to realize that KPOGCL will view very seriously any allegations which prove not to be substantiated (unless made in good faith pursuant to this Policy) or which prove to have been made maliciously or knowing them to be false.

KPOGCL will regard the making of any deliberately false or malicious allegations by any employee of KPOGCL as a serious disciplinary offence, which may result in disciplinary action including dismissal for cause and pursuing civil remedies.