Anti-Bribery and Anti-Corruption (ABAC) Policy & Compliance Program

Our commitment to ethical business practices and zero tolerance for bribery and corruption.

Part 1: Formal Anti-Bribery and Anti-Corruption Policy

1. Purpose

The purpose of this Anti-Bribery and Anti-Corruption (ABAC) Policy is to set out our responsibilities, and the responsibilities of those working for us, in observing and upholding our zero-tolerance position on bribery and corruption. It also provides information and guidance to employees and external parties on how to recognize and deal with bribery and corruption issues.

This policy is developed in accordance with the Malaysian Anti-Corruption Commission (MACC) Act 2009 and is also aligned with international best practices, including the UK Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act (FCPA). It is intended to supplement, not replace, any existing legal obligations.

2. Scope

This policy applies to:

All employees, directors, officers, and temporary workers, regardless of location or function.
Subsidiaries, joint ventures, and controlled affiliates.
External parties including agents, consultants, contractors, suppliers, vendors, business partners, and any third parties representing or acting on behalf of the company.

It also covers interactions with public officials, private companies, non-governmental organizations (NGOs), and charitable entities.

This policy shall also extend to the evaluation and monitoring of all subcontractors. All subcontractors must undergo a corruption risk assessment and demonstrate a commitment to anti-bribery standards that align with this policy.

3. Policy Statement

We strictly prohibit:

Offering, giving, soliciting, or receiving any bribe or improper payment, whether in cash or any other form of benefit.
Engaging in any corrupt act to gain a commercial, contractual, regulatory, or personal advantage.
Making facilitation payments, regardless of local customs or practices.
Concealing bribes or corrupt practices through falsified records, shell companies, or unrecorded transactions.

Employees are expected to:

Perform their duties with honesty and integrity.
Avoid situations where their personal interests conflict with those of the company.
Exercise due diligence in identifying red flags of corruption in business dealings.

4. Definitions

Bribery: Offering, promising, giving, accepting, or soliciting an advantage as an inducement for action which is illegal, unethical, or a breach of trust.

Corruption: Abuse of power or position for private gain.

Facilitation Payment: A small, unofficial payment made to a public official to secure or expedite a routine governmental action.

Kickback: The return of a portion of money received in a business transaction, typically as a reward for awarding a contract.

Public Official: Any person holding a legislative, administrative, or judicial position of any kind, whether appointed or elected.

5. Gifts, Hospitality, and Donations

Acceptable gifts must be nominal in value (RM250 or less), infrequent, and not intended to influence decision-making.
All gifts or hospitality exceeding RM250 must be declared and approved by the Compliance Officer.
Records of all gifts and entertainment must be kept in the Gift & Entertainment Register.
Charitable contributions must be transparent, documented, and approved by a designated officer.
Sponsorships must be approved by senior management and evaluated for potential conflicts of interest.

6. Third-Party Engagements

Risk assessments must be performed prior to engaging any third-party representative.
Third parties must sign an Anti-Corruption Declaration and Code of Conduct.
Contracts must include audit and termination clauses for breach of ABAC obligations.
Third parties are subject to regular performance reviews and audits.
Subcontractors, in particular, must undergo a due diligence review that includes an evaluation of their anti-bribery and anti-corruption policies.
The company reserves the right to terminate agreements with subcontractors who fail to maintain adequate ABAC standards or cooperate in compliance audits.

7. Record-Keeping

Financial records must detail all transactions accurately and with supporting documentation.
All contracts, invoices, receipts, and payments must be properly filed and retained in accordance with internal policies and regulatory requirements.
The company shall implement systems to detect unusual payments or patterns that may indicate bribery.

8. Reporting Mechanism and Whistleblower Protection

Whistleblower hotline and email (arafat@steelhs.com) are managed independently and offer confidential reporting options.
Retaliation against whistleblowers is strictly prohibited.
All reports are logged, acknowledged, investigated, and resolved promptly, with outcomes documented.
Training is provided to ensure all employees understand how and when to report.

9. Non-Compliance and Disciplinary Action

Any breach of this policy will be treated as a serious offense and may result in disciplinary action, including dismissal.
Non-compliance involving criminal behavior will be reported to appropriate law enforcement authorities.
The company will cooperate fully with regulatory bodies and conduct internal investigations in parallel.

Part 2: Anti-Bribery and Anti-Corruption Compliance Program

1. Governance and Oversight

The Board of Directors holds ultimate oversight responsibility for the ABAC framework.
The Compliance Officer, Arafat Khan, is responsible for policy implementation, training, risk assessments, and internal investigations. He can be contacted at +60122219647 or arafat@steelhs.com.
Management must lead by example, reinforcing ethical behavior across the organization.

2. Risk Assessment

Risk assessments are conducted annually and during major changes (e.g., entering new markets, acquisitions).
Factors considered include industry sector, transaction value, interaction with public officials, and geographic corruption indexes.
Each department is assessed for exposure and mitigation plans are developed accordingly.

3. Due Diligence and Third-Party Management

A formal third-party due diligence process is mandatory before onboarding.
Red flags such as lack of transparency, refusal to provide references, or excessive commission demands must be escalated.
The company maintains a centralized Third-Party Risk Register to track high-risk entities.
Subcontractors are required to submit documentation of their internal anti-bribery controls, which shall be reviewed and approved prior to engagement.
Subcontractor reviews include checks on: (a) existence of ABAC policy, (b) documented internal procedures, (c) past compliance breaches, and (d) willingness to accept contract terms aligning with our ABAC policy.

4. Training and Communication

Annual e-learning and in-person training for all employees.
Role-specific training (e.g., procurement officers, sales teams) includes case studies and quizzes.
Awareness campaigns using internal newsletters, posters, and ethical culture workshops.
All third parties must acknowledge receipt and understanding of the ABAC Policy.

5. Policies and Procedures

Written SOPs for:

Review and approval of gifts, entertainment, donations.
Vendor selection and onboarding.
Due diligence and contracting.
Handling and escalation of whistleblower reports.

All policies are stored in the internal knowledge base and reviewed annually.

6. Monitoring and Auditing

Internal audits of departments with higher corruption risk (e.g., finance, procurement, sales) conducted twice per year.
Spot audits and forensic reviews conducted for flagged transactions.
Metrics used to monitor policy effectiveness:

Training Completion Rate: % of staff completing annual ABAC training.
Whistleblower Activity: Number of reports submitted, % investigated, average resolution time.
Third-Party Reviews: % of active third parties with completed due diligence, % reviewed annually.
Policy Violations: Number and type of breaches, disciplinary actions taken.
Audit Results: % of audits with no findings, recurring issues, and mitigation effectiveness.
Subcontractor Compliance: % of subcontractors with approved ABAC documentation, % passing annual compliance audits, % requiring corrective actions.

7. Reporting and Investigation Procedures

Whistleblower reports are logged and assigned a case number.
A Whistleblower Review Committee (WRC) comprising Compliance, Legal, and HR reviews all reports.
Investigations include document reviews, interviews, and forensic analysis where necessary.
Investigation reports include findings, responsible individuals, and corrective actions.

8. Continuous Improvement

Annual external review or audit of the ABAC program.
Feedback collected from training sessions, employee surveys, and audit results.
Benchmarking against industry standards and peer companies.
Continuous learning and system upgrades to ensure the policy remains effective and relevant.

Contact Information

Compliance Officer: Arafat Khan

Phone: +60122219647

Email: arafat@steelhs.com