ACB Policy

Sabin Metal Corporation and its Subsidiaries

Anti-Bribery and Anti-Corruption Policy and Program
SUMMARY

A. INTRODUCTION

SABIN METAL CORPORATION and its affiliates (collectively, the “Company”) are committed to doing business with integrity. This means avoiding corruption of all kinds. It is the policy of the Company to comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (“FCPA”), and the local laws in every country in which we do business. These laws prohibit bribery of government officials. The FCPA also mandates that companies establish and maintain accurate books and records regarding expenses, gifts and payments and implement and maintain internal controls to prevent corrupt payments.

B.  APPLICATION

This Policy applies to all employees and directors of the Company (“Team Members”). In addition, the Company requires third parties who represent the Company (such as agents, consultants, brokers, distributors, and joint venture partners) to conduct themselves in a manner consistent with this Policy.

All employees and third parties should remain vigilant in watching for, avoiding, and reporting to the Legal Department any activity that raises concerns or may violate this Policy.

C. PROHIBITED CONDUCT

Anti-corruption Laws prohibit companies and their employees, agents, or representatives from giving, promising, offering, or authorizing the payment of anything of value to any governmental official in order to obtain or keep business or secure some other improper advantage. It is also unlawful to make payments to agents, consultants, brokers, distributors, joint venture partners, or other intermediaries while knowing or having reason to know that any portion of the payment will be used illegally. The mere offer, promise or authorization of a bribe to a foreign government official to gain or retain business is a crime.

The prohibition on bribery applies to the giving of “anything of value,” not only money. “Anything of value” is broadly defined and includes, but is not limited to:

  • Business opportunities or favorable contracts;

  • Stock options;

  • Certain gifts and entertainment (see below for details);

  • Product and service discounts not available to the public at large;

  • Offers of employment for the government official or his/her family or friends;

  • Assumption or forgiveness of debt;

  • Payment of non-business travel expenses (see below for details); and

  • Personal favors.

Such payments are barred even if the benefit is for someone other than the party making the payment, the business sought is not with the government, the payment does not in fact influence the government official’s conduct, or the government official initially suggested the payment.

The term “governmental official” is also defined broadly and includes the following:

  • An officer or employee of a government entity, department or agency;

  • An officer or employee of a state-owned business, school, hospital or other entity;

  • An officer, employee or official of a political party;

  • A candidate for political office;

  • An officer, employee or official of a public international organization or any department or agency thereof (such as the IMF, World Bank or IADB);

  • A person acting in an official capacity on behalf of a governmental entity;

  • An officer or employee of a state-owned or state-controlled commercial enterprise; and

  • Other persons with governmental influence.

Note that persons who are not deemed to be government officials under local anti-corruption law may still be considered government officials under the FCPA. Any question about whether an individual is a governmental official should be directed to the Company Legal Department.

D. THIRD PARTIES

Local agents, consultants, brokers, distributors, or joint venture partners may be an essential element of doing business in a foreign country. These local partners are retained and selected for their knowledge and access to persons in the relevant market as well as their ability to contribute to the success of the Company’s business goals and efforts.

However, the FCPA prohibits corrupt payments made directly by Company personnel or indirectly through a third party acting for or on behalf of the Company.

It is also unlawful to make a payment of anything of value to any person, knowing that all or any portion of the payment will be offered, given or promised to a government official or any other person for a corrupt purpose. The term “knowing” includes conscious disregard, deliberate ignorance, and willful blindness. In other words, the Company and individual personnel may violate the FCPA if we have “reason to know” or “should have known” that a third party will make a prohibited payment to a government official.

To avoid being held liable for corrupt third party payments, the Company and any third party acting on its behalf must exercise due diligence at all times and take all reasonable precautions to ensure that business relationships are formed only with reputable and qualified partners, agents, and representatives.

The Company’s Legal Department will continue to perform FCPA-related due diligence reviews. The Company will exercise care in selecting local third parties by employing only reputable entities. The Company will pay only reasonable compensation for the services provided and will require third parties who represent the Company to conduct themselves in a manner consistent with this Policy. Such third parties will periodically be required to provide the Company with a certification of compliance with all applicable laws, including the FCPA. In addition, agreements with certain third parties must contain representations and warranties regarding the third party’s agreement to comply with the FCPA and the third-party’s agreement to permit the Company to audit and inspect the third-party’s books and records.

E. RECORDKEEPING AND REPORTING RESPONSIBILITIES

The FCPA requires companies to maintain reasonably detailed books, records and accounts, as well as a system of internal accounting controls, in order to reflect accurately all transactions and maintain their compliance with the FCPA. These provisions apply to both domestic and foreign operations and payments, and are not limited to sums that would be “material” in the traditional financial sense. These requirements are implemented through the Company’s standard accounting rules and procedures, which all personnel are required to follow without exception.

F. ZERO TOLERANCE

The Company is dedicated to the vigorous and profitable expansion of its operations and will compete for all business opportunities fairly, ethically, and legally. The Company will not tolerate any action by a Team Member that achieves or purports to achieve results for the Company in violation of law or by acting dishonestly.

G. REPORTING POSSIBLE VIOLATIONS; NON-RETALIATION

Team Member questions regarding the FCPA, other anti-corruption laws or this Policy or any information or knowledge regarding any activities that constitute or could possibly constitute a violation or potential violation of the FCPA or this Policy should be addressed to the Team Member’s immediate supervisor. In the event a Team Member prefers to speak to someone other than their supervisor, questions or information may be directed to the Company’s Corporate Counsel.

Retaliation in any form against a Team Member who has, in good faith, raised a concern or reported a possible violation of this Policy is strictly prohibited. If a Team Member believes he or she is being treated unfairly or retaliated against by anyone as the result of raising or reporting a concern under this Policy, the Legal Department should be immediately notified.

H. TRAINING AND CERTIFICATION

Designated Team Members will be required to complete FCPA training and certification of compliance on an annual basis.

I. ROLES AND RESPONSIBILITIES

Every part of the Company, including business development, operations, sales, marketing, or purchasing, is responsible for implementing this Policy.

The Legal Department is responsible for interpreting the FCPA and other anti-corruption laws that apply to the Company, advising the business regarding issues that raise concerns under applicable anti-corruption Laws, providing assistance in the due diligence regarding foreign agents, joint venture partners, and other international transactions, evaluating the legality of proposed facilitating payments, promotional expenses, and contributions to charities and political parties or candidates, evaluating procedures adopted pursuant to this Policy, and managing any investigation deemed necessary.

The Corporate Controller is responsible for implementing and monitoring systems of internal controls and record-keeping procedures that comply with the FCPA.

Each Team Member is responsible for: complying with this Policy, the FCPA, other anti-corruption laws, and the Code of Conduct; participating in training as directed and raising concerns regarding this Policy, the FCPA, other anti-corruption laws, and the Code of Conduct (including any suspected violations) to management or the Company’s Legal Department.