GOVERNANCE
Anti-Bribery & Anti-Corruption Policy and Whistleblowing Policy
Masteel remain firmly committed to ethical business conduct and corporate integrity through the implementation of our Anti-Bribery & Anti-Corruption (“ABAC”) Policy and the strengthening of our Whistleblowing Policy. Together, these policies provide a structured framework for transparency, accountability, and responsible decision making across all levels of the organisation. The ABAC Policy forms a key component of our governance framework, promoting honesty and a zero-tolerance approach to bribery and corruption. It establishes clear risk management procedures, reporting channels, and mandatory awareness training to address corruption-related risks, particularly in areas vulnerable to unethical conduct, including:
To support these measures, our Whistleblowing Policy has been enhanced to provide a secure, confidential, and anonymous reporting channel for employees and stakeholders. This mechanism enables individuals to raise concerns without fear of retaliation, reinforcing Masteel’s commitment to transparency and accountability.
Governance Oversight and Compliance
Masteel’s Board of Directors regularly reviews and updates the ABAC Policy to ensure continued alignment with evolving regulatory requirements, including the Malaysian Anti-Corruption Commission (Amendment) Act 2018. Our commitment to good governance also extends beyond internal operations, requiring third-party partners and suppliers to adhere to the same ethical standards.
Ensuring Awareness and Compliance
Masteel promotes a corruption-free and ethical working environment by actively communicating our Anti-Bribery & Anti-Corruption (“ABAC”) Policy to all employees, directors and business partners through website disclosures, internal memoranda, policy briefings, induction programmes and continuous awareness training. This ensures all personnel understand their responsibilities and are empowered to identify and report potential bribery or corruption. Embedding these principles into daily operations strengthens stakeholder confidence and supports long-term business sustainability.
Masteel further reinforces this commitment by requiring all employees and suppliers to formally acknowledge the ABAC Policy. New hires and suppliers sign an anti-bribery declaration and receive structured policy briefings during onboarding stressing on our zero-tolerance on any corruption across all level, while periodic refresher sessions and management communications reinforce expectations across the workforce. Key personnel in procurement, logistics, finance and contract management functions receive additional guidance due to their exposure to transactional risks, ensuring consistent application of ethical standards in day-to-day decision-making. These measures support the management of bribery risks across our operations (100%), particularly within higher-risk areas such as import-export activities, outsourced operations and third-party engagements identified through internal risk assessments. Prior to appointment, vendors and contractors undergo integrity due diligence, including screening against the Malaysia Anti-Corruption Commission (“MACC”) Corruption Offenders Database and evaluation of compliance declarations. Contractual agreements incorporate ethical conduct clauses, allowing Masteel to suspend or terminate engagements if breaches are detected.
To complement preventive controls, concerns may be raised through our whistleblowing channels, which provide confidential and non-retaliatory reporting avenues for employees and external stakeholders. Reported cases are independently reviewed and escalated to senior management or Board where necessary, ensuring accountability and timely corrective action. Through these layered preventive, monitoring and response mechanisms, Masteel continues to strengthen governance resilience and uphold responsible business conduct across our value chain.
Reinforcing Whistleblower Protection and Risk Mitigation
Masteel’s Whistleblowing Policy establishes a secure and confidential channel that enables employees and external stakeholders to raise concerns related to bribery, misconduct, or unethical behaviour. This policy:
Commitment to Ethical Business and Political Neutrality
To enhance awareness and compliance with the ABAC Policy, Masteel conducted structured training programmes covering 274 employees across all organisational levels, comprising 8 management personnel (2.92%), 41 executives (14.96%) and 225 non-executives (82.12%). The policy is also publicly available on our corporate website to ensure transparency and accessibility to all stakeholders.
In FY2025, Masteel recorded zero incidents or penalties related to corruption, marking our sixth consecutive year of maintaining a corruption-free track record. As a publicly listed company, Masteel upholds strict political neutrality and does not support, endorse, or financially contribute to any political parties or organisations. Through continuous risk assessments, targeted training, and robust anti-corruption controls, Masteel reinforces its commitment to ethical governance and long-term corporate sustainability.
Risk Management
Commitment to Auditors Independence and Transparency
Masteel is committed to upholding the highest standards of financial integrity and transparency. In support of this commitment, we have adopted a Statutory Auditors and Statutory Audit and Non-Audit Services Framework, under which the following governance practices are implemented.
a) Regular rotation of Auditors/Audit partner
Masteel maintains audit integrity and transparency through its External Auditors Assessment Policy, which requires the rotation of audit partners every seven (7) financial years, followed by a three (3)-year cooling-off period. This approach safeguards auditor independence by introducing fresh perspectives and mitigating familiarity risks associated with long-term engagements. In addition, Masteel regularly evaluates the performance of the audit firm to ensure the audit process remains robust, objective, and responsive to evolving regulatory requirements. As part of the Group’s governance framework, the policy is designed to foster an environment where auditors can deliver unbiased assessments of the company’s financial health, thereby strengthening stakeholder confidence in the accuracy and transparency of Masteel’s financial reporting.
b) Tendering for a New Audit Firm
Beyond partner rotation, Masteel reinforces audit independence and transparency through annual evaluations to confirm that the external audit firm remains fully independent and complies with all applicable professional and regulatory requirements. These assessments help mitigate potential conflicts of interest and protect the integrity of the financial reporting process. The Audit Committee (“AC”), comprising entirely independent directors, oversees the performance, suitability and independence of the external auditors. The AC is responsible for matters relating to the appointment, resignation, remuneration and removal of the auditors, in accordance with the Companies Act 2016 and the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
This oversight ensures that the audit firm operates within robust governance standards. The re-appointment of the External Auditors is subject to shareholder approval at the Annual General Meeting, following a thorough evaluation by the AC. Where necessary, the AC may also recommend a change of External Auditors to safeguard audit objectivity and independence.
Through these practices, Masteel maintains reliable and transparent financial reporting, strengthening confidence among investors, regulators and the wider market.