RH Petrogas Limited: Completion of Independent Review and Major Governance Overhaul

Key Highlights of the Announcement

• Independent Review Completed: PricewaterhouseCoopers Risk Services Pte Ltd (PwC) has completed its independent review into allegations concerning RH Petrogas Limited’s key Indonesian subsidiaries—Petrogas (Basin) Limited (“PBL”) and Petrogas (Island) Limited (“PIL”)—arising from whistleblower reports.
• Legal Opinion Issued: WongPartnership LLP, acting as external legal counsel, has issued a legal opinion summarizing potential legal issues under Singapore and Indonesian law linked to these allegations, along with recommendations.
• Executive Summaries Released: The executive summaries of both the fact-finding report by PwC and the legal opinion by WongPartnership have been attached to the company’s announcement for transparency.
• Major Governance and Internal Control Upgrades: The Audit Committee has approved several significant measures to reinforce internal controls, whistleblowing, and anti-bribery policies. These measures include the adoption of a secure AI-powered whistleblowing platform.
• Potential Disciplinary and Legal Actions: The Audit Committee intends to engage external lawyers to advise on potential disciplinary and legal actions arising from the review’s findings.
• Implementation Timeline: The company aims to implement all necessary measures and take appropriate actions by 31 July 2026.
• Ongoing Commitment to Investors: The company has pledged to provide further updates as material developments arise.

Details for Investors and Shareholders

Investors should note that the conclusion of the independent review into whistleblower allegations is a significant milestone for RH Petrogas. The review, conducted by PwC and supported by legal advice from WongPartnership, focused on possible irregularities within the company’s Indonesian subsidiaries, PBL and PIL.

The findings and recommendations address potentially price-sensitive issues, including:

• Integrity of Internal Controls: Potential weaknesses in internal controls, procurement procedures, and hiring practices were flagged. In response, the Audit Committee has initiated a comprehensive review and is taking steps to strengthen these areas.
• Adoption of AI-Driven Whistleblowing Platform: The company is investing in a secure, AI-powered platform to facilitate confidential, anonymous, and reliable whistleblowing reporting directly to the Audit Committee. This move is expected to improve transparency and oversight.
• Policy Overhaul: New policies on whistleblowing, anti-bribery, and anti-corruption are being adopted and aligned with the new whistleblowing platform, signalling a strong stance on corporate governance, business integrity, and ethical conduct.
• Board and Committee Governance: The Board and Board Committee Terms of References are being reviewed and updated to ensure compliance with the Singapore Code of Corporate Governance.
• Potential Legal and Disciplinary Actions: The company is actively considering disciplinary action and legal recourse, as recommended in the legal opinion, pending further advice from external lawyers.
• Resource Enhancement: Internal Audit, Legal, and Compliance functions will be reviewed with the possibility of supplementing resources to further strengthen internal processes.

The company’s stated target is to complete the implementation of all necessary measures by 31 July 2026. This timeline underlines RH Petrogas’s commitment to addressing the concerns raised and restoring investor confidence.

Potential Impact on Shareholders and Share Price

The robust governance and compliance overhaul, coupled with the transparency of sharing key executive summaries, are positive signs for shareholders. However, the mention of potential disciplinary and legal actions could introduce uncertainty regarding specific individuals or operational impacts, which may weigh on investor sentiment in the short term.

On the other hand, decisive action to strengthen internal controls and align with best corporate governance practices should be viewed positively by the market, as it reduces long-term risks of mismanagement, regulatory breaches, and reputational damage. Investors should monitor further announcements for any material developments, especially if disciplinary or legal actions are taken against key personnel, or if significant changes in operations or financial performance result from the review’s findings.

Conclusion

In summary, RH Petrogas Limited has responded to whistleblower allegations with a comprehensive independent review, legal scrutiny, and a commitment to substantial governance reforms. While there remains some uncertainty as the company considers legal and disciplinary actions, the initiatives undertaken are likely to enhance trust and credibility in the long run. Investors are advised to stay updated as the company progresses through its action plan towards July 2026.

Disclaimer: This article is for informational purposes only and should not be construed as investment advice. Investors should conduct their own due diligence and consult with professional advisors before making investment decisions.

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