The UK Bribery Act establishes company liability for acts of corruption committed by persons acting on behalf of the company (i.e., employees, agents or subsidiaries). Companies should be aware that the Bribery Act has near global jurisdiction and does not distinguish between bribery and facilitation payments or large and small bribery payments. The Bribery Act also establishes a defence for a company that can prove it has ‘adequate procedures’ to prevent a bribe being paid on its behalf.
The Bribery Act’s Six Principles provide an outline for an anti-corruption compliance system that establishes ‘adequate procedures’ to prevent a person from bribing on the company’s behalf. Implementing adequate procedures provides a full legal defence. This means a company that has implemented adequate procedures prior to the commission of a corruption offence can shield itself from corporate liability – company responsibility for the offences of persons acting on its behalf. Companies that fail to establish a compliance system risk criminal and civil responsibility, including unlimited fines and up to 10 years’ imprisonment.
The following Six Principles will help your company decide whether your compliance system establishes ‘adequate procedures’:
Your company procedures should be proportionate to the size and risks of the organization.
Tone at the Top
Responsibility for compliance starts with top-level management, who should actively promote company stance on corruption.
Research and identify the risks your company might face in the markets it operates.
Know who performs services on behalf of your company and who represents your company.
Communicate company policies and procedures to staff and to third parties who perform services for your company. Periodic training should take place.
Monitoring & Review
Take steps to ensure your company keeps pace with changes to the risks and effectiveness of procedures over time.
The UK Ministry of Justice has published the Quick start guide and the more detailed Guidance to the Bribery Act. Companies should consult qualified legal and compliance professionals when evaluating their organisation’s compliance with relevant laws and regulations.