It is Pakistan Oilfields Limited's policy to conduct its operations in accordance with the highest business ethical considerations, to comply with all statutory regulations and to conform to the best accepted standards of good corporate citizenship. he Board considers the maintenance of high standards of corporate governance a fundamental requisite in achieving the goal of maximizing shareholder value.

The Board has constituted a fully functional audit committee. All members of the audit committee are non-executive directors. The terms of reference of the audit committee have been approved by the Board as follows:

a)

Recommending to the Board the appointment of external auditors.

b)

Consideration of questions regarding resignation or removal of external directors, audit fees and provision by the external auditors of any service to the company in addition to the audit of the financial statements.

c)

determination of appropriate measures to safeguard the company’s assets.

d)

review of preliminary announcements of results prior to publication.

e)

review of quarterly, half-yearly and annual financial statements of the listed company, prior to their approval by the Board of Directors, focusing on:

i)

major judgmental areas;

ii)

significant adjustments resulting from the audit;

iii)

the going-concern assumption;

iv)

any changes in accounting policies and practices;

v)

compliance with applicable accounting standards; and

vi)

compliance with listing regulations and other statutory and regulatory requirements.

f)

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).

g)

review of management letter issued by external auditors and management’s response thereto.

h)

ensuring coordination between the internal and external auditors of the company.

i)

review of the scope and extent of internal audit and ensuring that the internal audit function has adequate resources and is appropriately placed within the company.

j)

consideration of major findings of internal investigations and management's response thereto.

k)

ascertaining that the internal control system including financial and operational controls, accounting system and reporting structure are adequate and effective.

l)

review of the company’s statement on internal control systems prior to endorsement by the Board of Directors.

m)

instituting special projects, value for money studies or other investigations on any matter specified by the Board of Directors, in consultation with the Chief Executive and to consider remittance of any matter to the external auditors or to any other external body.

n)

determination of compliance with relevant statutory requirements.

o)

monitoring compliance with the best practices of corporate governance and identification of significant violations thereof.

p)

consideration of any other issue or matter as may be assigned by the Board of Directors.