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GOVERNANCE

Anti-Bribery & Anti-Corruption Policy and Whistleblowing Policy

We remain unwavering in our commitment to ethical business practices and corporate integrity, demonstrated through the formalisation of our Anti-Bribery & Anti-Corruption (“ABAC”) Policy and the reinforcement of our Whistleblowing Policy. These policies establish a clear framework for transparency, accountability, and ethical decision- making, ensuring compliance across all levels of our organisation.

 

Our ABAC Policy serves as a cornerstone of our corporate governance, emphasising honesty, integrity, and zero tolerance for bribery and corruption. It outlines stringent risk management protocols, structured reporting mechanisms, and mandatory training programs to mitigate corruption-related risks. The policy explicitly addresses key areas prone to unethical practices, including:

 

a. Gift-giving and hospitality

b. Entertainment and travel expenses

c. Donations and sponsorships
d. Potential or perceived conflicts of interest

 

To complement these measures, our Whistleblowing Policy has been further strengthened to ensure a safe, confidential, and anonymous reporting channel for employees and stakeholders. This mechanism empowers individuals to report concerns without fear of retaliation, reinforcing Masteel’s culture of transparency and accountability.


Governance Oversight and Compliance

Masteel’s Board of Directors conducts periodic reviews and updates of the ABAC Policy to maintain alignment with evolving regulatory frameworks, including the Malaysia Anti- Corruption Commission (Amendment) Act 2018. Our commitment to good governance extends beyond internal operations, ensuring that our third-party partners and suppliers also uphold the same ethical standards.

Ensuring Awareness and Compliance

To foster a corporate environment free from corruption and unethical practices, we actively communicates our ABAC Policy to all employees, directors, and business partners through corporate website disclosures, internal memoranda and policy briefings, employee induction programs and ongoing training and awareness sessions. We ensure that every Masteel employee is well-informed and empowered to identify and report any instances of bribery or corruption. By embedding these principles within our corporate culture, we continues to strengthen its reputation as a responsible and ethical industry leader, reinforcing trust with stakeholders and ensuring long-term business sustainability.

At Masteel, we continue to uphold the highest standards of integrity and ethical business conduct by ensuring that all employees and suppliers formally commit to our ABAC Policy. As part of our best practices, we require all new employees and suppliers to sign an anti-bribery and anti-corruption declaration, affirming their understanding and commitment to compliance. During their orientation program, new employees are introduced to our ABAC Policy, reinforcing our zero-tolerance stance on bribery and corruption across all levels of the organisation.

This initiative is critical to Masteel’s efforts in minimising bribery risks across 100% of our operations, particularly in high-risk areas identified through our comprehensive risk assessments. Our assessment highlighted that divisions handling import and export activities, outsourced operations, and third-party engagements face an elevated risk of bribery exposure. To mitigate these risks, Masteel implements stringent due diligence procedures before engaging with any third party, including screening potential partners through the Corruption Offenders Database on the Malaysia Anti-Corruption Commission (“MACC”) website.

Reinforcing Whistleblower Protection and Risk Mitigation

Masteel’s Whistleblowing Policy provides a secure and confidential platform for employees and stakeholders to report concerns regarding bribery or unethical conduct. This policy:

 

a. Clearly outlines the reporting procedures for whistleblowers.

b. Defines the roles and responsibilities of personnel handling investigations.

c. Guarantees anonymity and protection for whistleblowers who report in good faith, ensuring they are safeguarded from retaliation.

Commitment to Ethical Business and Political Neutrality

To strengthen awareness and adherence to the ABAC Policy, Masteel conducted dedicated training sessions that reached a total of 138 employees across different organizational levels. The participants included 12 management personnel (8.7%), 34 executives (24.63%), and 93 non-executives (66.67%). These policies are publicly accessible on our corporate website, ensuring transparency and accessibility for all stakeholders.

We take pride in reporting that in FY2024, Masteel continue to record zero incidents or fines related to corruption, marking our fifth consecutive year of maintaining a corruption-free record. As a publicly listed entity, Masteel maintains strict political neutrality where we do not support, endorse, or fund political parties or organisations, nor do we make political donations.

By embedding strong anti-corruption measures, continuous risk assessments, and rigorous compliance training, Masteel reinforces our commitment to ethical governance and long-term corporate sustainability.

Risk Management

Commitment to Auditors Independence and Transparency

Masteel is deeply committed to maintaining the highest standards of financial integrity and transparency. To uphold this commitment, we have adopted a Statutory Auditors and Statutory Audit and Non-Audit Services Frameworks and implement the following practices.

a) Regular rotation of Auditors/Audit partner

Masteel is committed to maintaining audit integrity and transparency through its External Auditors Assessment Policy, which mandates the regular rotation of audit partners every seven (7) financial years and observe a cooling-off period of three (3) years. This practice ensures fresh perspectives and upholds the independence of financial audits, aligning with industry best practices. By rotating audit partners, Masteel proactively mitigates familiarity risks that could arise from long-term associations, preserving the objectivity and impartiality of the audit process. In addition to rotation, Masteel continuously monitors and assesses the audit firm’s performance to ensure the audit process remains robust, independent, and adaptable to regulatory changes. This policy is a crucial element of Masteel’s broader governance framework, designed to foster an environment where auditors can deliver unbiased assessments of the company’s financial health, thereby reinforcing stakeholder confidence in the transparency and accuracy of Masteel’s financial reporting.

b) Tendering for a New Audit Firm

In addition to rotating audit partners, Masteel is steadfast in our commitment to maintaining the independence and transparency of our audit process. This commitment is reinforced through rigorous annual assessments designed to ensure that the audit firm remains fully independent throughout its engagement, adhering to all relevant professional regulatory requirements. These assessments are crucial in verifying that the audit firm is not influenced by long-term relationships or conflicts of interest, thereby safeguarding the integrity of the financial reporting process.

The Audit Committee (“AC”) of Masteel, composed entirely of independent directors, plays a key role in evaluating the performance, suitability, and independence of our external auditors. The AC is responsible for the appointment, resignation, remuneration, and removal of External Auditors, in compliance with the Companies Act 2016 and the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

This oversight ensures that the audit firm operates under stringent governance standards. Re-appointment of the External Auditors is subject to shareholder approval during the Annual General Meeting, following a comprehensive evaluation by the AC. Additionally, the AC holds the authority to recommend a change in the External Auditor if it is deemed necessary to uphold the integrity of the audit process, further reinforcing Masteel’s commitment to audit independence and transparency.

By adhering to these practices, Masteel ensures that our financial reporting remains reliable, accurate, and trustworthy, reinforcing the confidence of our investors, regulators, and the broader market.