The adverse economic and social consequences of corruption and bribery are a major deterrent to development. As such, the Management and employees of Sumiputeh Steel Centre Sdn Bhd (“SPSC”) are concerned about the seriousness of the problems and threats posed by corruption in undermining the Company’s ethical values and in jeopardizing the sustainable development of its business and the rule of law.

SPSC is committed to fostering an anti-corruption culture and to ensuring that its activities and transactions are open, transparent and are conducted in accordance with its policies and the laws which govern its operations. As such, all the Company Employees and Associated Persons (as defined below) are required to act fairly and with integrity in all of their business dealings and relationships.

Consistent with that commitment, SPSC has developed this Rules and Procedures for Anti-Bribery and Anti-Corruption (“Policy”).

SPSC has adopted similar principles from Sumitomo Corporation Group Anti-Corruption Policy.

SPSC will not commit bribery or conduct any activity raising the suspicion of bribing the government or other public officials, or other third parties; and will as a principle prohibit its Company Employees from providing such parties with entertainment, gifts or the equivalent. It will not make any offer, payment, promise to pay, or authorize the payment of any money or anything of value to any parties for the purpose of influencing any act or decision of such parties in order to assist it in obtaining or retaining business.

SPSC will actively and sincerely engage in efforts to prevent corruption through various internal control systems and ongoing initiatives.

For the purposes of this Policy, “corruption” is the abuse of power to influence the objective and fair business decision of SPSC or gain an improper advantage for SPSC or for personal gain. 

Corruption offences may include but not be limited to the following: 

• Offering/Giving/Promising Gratification (Active Bribery)
• Accepting/Receiving/Soliciting/Requesting Gratification (Passive Bribery)
• Intending to Deceive (False Documents)
• Using Office or Position for Gratification (Bribery and Abuse of Power/Position)

“Gratification” shall include the following:

In practice, a corrupt act means offering, giving, receiving or soliciting something of value in an attempt to illegally influence the decisions or actions of a person in a position of trust within an organisation.

The aims of this Policy are to ensure the practice of ethical business dealings and to strengthen measures in minimizing risk of corruption and bribery. This Policy sets forth the SPSC’s baseline standards to serve as guidance for Company Employees and Associated Persons interacting with SPSC, in the compliance with applicable anti-corruption laws and regulations, as well as to promote a culture of ethics and integrity. 

Where local laws, regulations or SPSC’s internal policies require more stringent controls, then such stringent controls shall be followed. This Policy also aims at protecting SPSC and its Company Employees’ reputation and at avoiding potential civil and criminal liability.

All directors, partners, management and employees (including full time, probationary, contract and temporary staff) of SPSC (hereby collectively referred to as “Company Employees”) are to observe and comply with this Policy and to uphold all applicable anti-corruption and bribery laws in the country. This Policy also applies to any person associated with SPSC (collectively referred to as “Associated Persons”). 

In the context of this Policy, a person associated with SPSC refers to any individual or organization that performs services for and on behalf of SPSC, and that SPSC comes into contact during the course of its dealings which may include actual and potential clients, customers, suppliers, vendors, distributors, business contacts, agents, advisors, and government and public bodies, including their advisors, representatives and officials, politicians and political parties.

Bribery is the offering, promising, giving, accepting or soliciting of an advantage as an inducement for an action or a refrain from action, which is illegal, unethical or a breach of trust. Bribery can be a financial or in-kind undue advantage that can be given directly or through intermediaries. 

Company Employees and Associated Persons will not offer, promise, authorize, direct, pay, make or receive any (i) bribes/inducements, (ii) facilitation payment (a form of negotiated bribery in which a commission is paid to the bribe-taker in exchange for services rendered) or (iii) payments of money or things of value in-kind (including but not limited to lavish gifts, excessive entertainment, funding of personal travel, etc.), in an attempt to influence the objective and fair business decision of SPSC, or gain an improper advantage for SPSC or for personal gain.

The above prohibition is applicable to dealings between SPSC and the following:

(i) government and public sector and their employees or officials;

(ii) business entities partially or wholly owned or controlled by government interest and their employees or officials;

(iii) commercial companies and their employees;

(iv) SPSC employees;

(v) persons acting or performing services for and on behalf of SPSC; or

(vi) any other third party.

In addition, SPSC prohibits the acceptance or the giving, whether directly or indirectly, of any facilitation and/or extortion payments. Facilitation payments are a form of payment made personally to an individual or group in control of a process or decision to secure or expedite the performance of a routine or administrative duty or function (e.g. influencing the timing of process or issuing of permits)

SPSC recognizes however, that bribes, facilitation or any form of payments may be extorted, or Company Employees may be coerced or blackmailed to pay if they perceive that their safety, life or liberty or that the Company’s assets/businesses are under threat or compromise. In such event, the affected person shall immediately report the matter to the Managing Director who would then make the decision on any action to be taken thereon, regardless whether any payment was made.

See also CW-GE-R28 Rules and Procedures for Immediate Reporting.

To avoid conflicts of interest or the perception of conflicts of interest, SPSC discourages Company Employees from offering, providing or promising to provide cash or cash equivalents, gifts, entertainment or anything of value to public officials, customers, suppliers or other business partners which would in any way influence or appear to influence any material business decision, arrangement, transaction or gain an unfair advantage which includes improperly obtaining or retaining business.

However, SPSC recognizes that entertainment, gifting and acceptance of gifts may be a legitimate custom or practice in business relationships to demonstrate appreciation and given/received without expectation of consideration or value in return. The guideline subscribed by SPSC in relation to such gifting and acceptance of gifts is that unsolicited gifts or other business courtesies may be given or accepted, provided they are handled in a transparent manner, are reasonable and modest in nature and amount, bona fide and justified by a clear and legitimate business purpose.

Accepting any gifts, entertainment or any other services that exceeds local social and business custom with market value above RM50 shall be reported to Managing Director by Department Head. Managing Director's judgment should be followed as to whether a gift or entertainment is appropriate to accept or is improper and should be refused.

A CW-GE-F18 Gift Register and Gift Compliance Form is established to track the incoming and outgoing gifts to/from the third parties and it shall be filed (i.e. softcopy and hardcopy) and maintained by Human Resource and General Affairs Department (“HRGA”).  HRGA will report on the outcome of the CW-GE-F18 Gift Register and Gift Compliance Form to all the Head of Department and Managing Director on a monthly basis.

See also SPSC’s Rules and Procedures for Entertainment.

Donation shall mean any valuable freely given to someone else, who accepts it. Sponsorship shall mean supporting or funding any activity, usually for advertising purposes, or in consideration for a benefit of similar purpose. SPSC allows sponsorships and donations for legitimate reasons and as permitted by existing laws and regulations, and they shall never be associated, either directly or indirectly, with any unlawful act or undue advantage for SPSC.

Donations and/or contributions for charitable, social welfare, educational and other deserving causes are acceptable, provided they are genuinely made in support of their stated objectives which the person involved have no reasonable cause to believe otherwise. SPSC prohibits political contributions to any political party or parties and/or its/their candidates.

However, SPSC recognizes that sponsorships, donations and contributions may carry risk as they can be a conduit for corrupt payments. Hence, the requestor shall assess the legitimacy of the donation, sponsorship and contribution request and possible Conflict of Interest when submitting form for approval. 

All requests from the public for donations, sponsorships and contributions shall be reviewed on a case-by-case/discretionary basis via CW-GE-F19 Donation and Sponsorship Form. Requestor shall submit requests for causes which they support. If this complement and fulfil the objectives of this Policy, funds may be allocated subject to the approval from the Head of Department of HRGA.

Finance and Accounting, IT (“Finance”) Department shall keep detailed and accurate financial and other records of the sponsorships, donations and contributions given out by and on behalf of SPSC and shall have appropriate internal controls in place to act as evidence for all payments made. 

Finance Department is to compile and keep a written record of the amount and reason for sponsorships, donations and contributions and expenses of similar nature and understand that such expenses are subject to managerial review and ensure that relevant approval has been obtained.

SPSC is committed to upholding the principles set out in this Policy and will operate transparently and fairly in its business dealings. This commitment is realized through continual information gathering on Associated Persons in order to obtain a high-level view of the risk profile of the Associated Persons. The information gathering and the third-party risk assessment process allow SPSC to develop a proportionate approach to identify and respond appropriately to higher risk third parties, as well as to decide the scale of resources to be allocated to due diligence, third party management and monitoring.  

SPSC prohibits its Company Employees from instructing, suggesting or assisting third parties or such service providers to commit bribe. Company Employees and Associated Persons are required to understand and adhere to the principles and standards set out in this Policy, as well as to all relevant international and domestic legislation. All Company Employees and Associated Persons shall ensure that all dealings with third parties, both in the private and government sectors are carried out in compliance with all relevant laws and regulations and with the standards of integrity required for SPSC businesses.

SPSC will not hesitate to report any act of corruption to relevant authorities and/or terminate any relationships/arrangements (if any) with the Associated Persons if an act of corruption or bribery has been proven to have occurred without proper justification.

Any contractual dealings with the third parties shall be according to Sumiputeh Code of Conduct.

See also Sumiputeh Code of Conduct.

It is SPSC’s belief that the prevention, detection and reporting of bribery and other forms of corruption are the responsibility of all its stakeholders and the public at large. In order to provide an avenue to raise legitimate concerns about actual or suspect improprieties including incidences of bribery and corruption, SPSC adheres to the SC Global Speak-Up Guidelines issued by Sumitomo Corporation.

“SC Global Speak-Up” is an internal whistle-blowing system which allows the Company Employees to report a serious compliance issue to the Chief Compliance Officer of Sumitomo Corporation. SC Global Speak-Up is intended to be used when an Employee becomes aware of a serious compliance issue but cannot, or finds it difficult to, report it to his/her manager through the usual reporting line or to other relevant persons or departments within SPSC.

The whistleblowing channel has been created to help stakeholders to raise their concerns about any issue or suspicion of unethical conduct and corporate misdemeanors, including corrupt practices and bribery without fear of retaliation and provide protection from reprisals and victimisation in respect of whistleblowing done in good faith.

A report can be made through SC Global Speak-Up website (https://whistle.jp/scglobalspeakup)  managed and operated by Sumitomo Corporation to report compliance problems, including corruption.

To the extent possible, SPSC will treat any report of unethical and corrupt conduct in strictest confidence and will not punish or take retaliatory action against any person for reporting a matter in good faith and in accordance with SPSC’s policies and procedures.

See also SC Global Speak-Up Guidelines and SPSC’s Rules and Procedures for Whistleblowing.

Company Employees are required to identify situations that are or could be perceived to be a conflict of interest and to avoid them wherever possible. It is the Company Employees’ responsibility to disclose conflict of interest situations as soon as they arise and ensure that they complete any agreed upon actions to eliminate or mitigate the conflict of interest.

Having a conflict of interest is not necessarily wrong. However, it can become a problem or even a legal matter if an Employee tries to influence or could be perceived as influencing the outcome of business dealings for direct or indirect personal benefit.

Disclosure must take place as soon as the Employee identifies that he/she may be in a conflict of interest situation. When circumstances change, existing disclosures may no longer be accurate or complete. Company Employees shall ensure that any disclosures made are updated to reflect the current status. Company Employees are required to provide annual declaration that they have disclosed all conflicts of interest or that they do not have any conflict of interest via Annual Declaration of Interests Form. All the records shall be maintained by HRGA for safekeeping purposes.

In the event that any conflict of interest arises that bribery risk cannot be managed, SPSC shall made provisions either to terminate, decline, withdraw or resume (depending on the mitigation controls in place for the identified risks) the relationship and related transactions.

Failure to comply, including failure to disclose a conflict that exists prior or during the course of directorship or employment with SPSC, inaccurate or misleading disclosure, failure to report any changes to an already disclosed conflict or failure to comply with a condition developed to address a conflict, may result in the Company giving warning or taking disciplinary action including termination or removal.

High on SPSC’s agenda is to ensure that along with all other important Company messages, Company Employees are made aware of this Policy. This Policy is therefore available to all Company Employees on SPSC’s intranet.

This Policy aims to safeguard SPSC’s core values by informing Company Employees of the obligations, duties and commitments within their roles, the risks of corruption in their work and any changing circumstances which may be relevant to the employees.

The communication of this Policy is supported by training on the implementation and adherence to this Policy, in order to guide Company Employees’ understanding of the requirements of the Policy. This is to ensure that personal commitment to ethical behavior is reinforced and all the Company Employees shall acknowledge on the Acknowledgement Form on related SPSC’s Company/Group Policies accordingly.

The awareness and training programs shall be periodically communicated as and when necessary to reflect relevant new information.

SPSC shall maintain accurate books and records (e.g. accounts, invoices and documents), in line with applicable laws, regulations as well as accounting and reporting principles. Company Employees shall ensure that all financial transactions are properly recorded in a complete, true and fair manner. This is to serve as evidence that all payments or receipts which are subject to this Policy have made bona fide and in accordance with the provisions set herein.

No accounts must be kept "off-book" to facilitate or conceal improper payments, and false or deceptive entries into books and records are strictly prohibited. All transactions shall be properly reviewed, approved and documented, and all relevant internal controls procedures shall be followed, to ensure that all payments SPSC made or received are properly accounted for in reasonable detail, including the amount of the payment, the recipient and the purpose for the expenditure.

This Policy should be reviewed periodically at least once every three (3) years or may be reviewed at our absolute discretion and amendment may be made to ensure that this Policy remains relevant and appropriate in line with any changes in law or circumstances affecting SPSC’s operations. Addenda, guidelines and memoranda may be issued from time to time to supplement this Policy. The latest version of this Policy shall be made available in the SPSC’s intranet.

Should any other policies of SPSC appear inconsistent with this Policy, this Policy will prevail.

Under the anti-corruption laws of Malaysia, persons convicted of acts of bribery and corruption may be liable to a fine of up to 10 times the sum of gratification involved, or RM1 million, whichever is higher and/or a maximum jail term of 20 years. Internationally, similar legislation is in force, some of which may be more onerous than Malaysian laws. 

Breach of this Policy (irrespective of whether any laws are breached) will also be regarded by SPSC as serious misconduct which may lead to sanctions including termination of employment, engagement or association with SPSC. Such disciplinary action may be communicated internally and/or externally to reinforce the message that SPSC is committed to counter corruption or bribery.