FCPA and International Compliance

Size: px
Start display at page:

Download "FCPA and International Compliance"

Transcription

1 FCPA and International Compliance Briefing to San Antonio Post, SAME C. Ernest Edgar IV General Counsel, Atkins North America 1

2 Agenda Understanding the FCPA The Nuts and Bolts of the FCPA Who Is Covered The Anti-Bribery Provisions The Accounting & Internal Controls Provisions Penalties Enforcement Trends and Predictions FCPA Risk Mitigation Strategies Compliance Due Diligence Identifying Red Flags 2

3 The FCPA in a Nutshell Enacted in the mid-1970s Two components to the FCPA Anti-Bribery provisions prohibit payments or offers to pay money or anything of value to foreign officials or third parties acting on their behalf, when payment is made to assist in obtaining or retaining business Accounting and internal controls provisions require U.S. public companies to maintain good books and records and internal controls Liability for individuals and companies Criminal: U.S. Department of Justice (DOJ) Civil: Securities and Exchange Commission (SEC) 3

4 Increased FCPA Enforcement Enforcement dramatically increased in early 2000s Corporate Penalties are on the Rise Siemens: More than $1.6 billion in combined fines in the U.S. and Germany (December 2008) Halliburton/Kellogg Brown Root: $579 million in combined fines (February 2009) Individual Prosecutions are on the Rise Investigations are on the Rise Hundreds of companies are currently under investigation SEC and DOJ are increasing the number of prosecutors and agents The SEC created a new specialized FCPA unit (August 2009) 4

5 Relationship to Foreign Laws OECD Convention on Combating Bribery (1997) Provisions are nearly identical to FCPA UN Convention Against Corruption (2003) Provisions similar to FCPA UK Bribery Act (2009) Became effective July 1, 2011 Expands on FCPA provisions Includes Anti-Kickback provisions Burden on company to show compliance ( adequate procedures ) 5

6 Who is Covered Anti-Bribery Provisions apply to: All U.S. companies, citizens or residents, whether or not they act within or outside of the U.S. All foreign companies listed on U.S. stock exchanges All foreign companies or individuals who execute any part of a bribery scheme from within the U.S. All officers, directors, employees or agents of the above Note: U.S. parent companies may be liable for the acts of foreign subsidiaries where parent authorized, directed or controlled the activity in question 6

7 Who is Covered (continued) Accounting and Internal Controls Provisions Only apply to issuers companies with securities registered in the U.S. or that file periodic reports with the SEC Foreign subsidiaries are not bound directly by these provisions But parent must in good faith use its influence to cause subsidiary to devise and maintain good accounting controls 7

8 Elements of an Anti-Bribery Violation Offer, promise, or payment To a Foreign Official Made with Corrupt Intent To assist in Obtaining or Retaining Business 8

9 Element 1 Element 1: Offer, promise, or payment Money Gift (e.g., holiday bottle of whiskey) Charitable contribution or donation (e.g., donation to foreign official s wife s charity) In-kind service Anything else of value (e.g., tuition, loan, travel upgrades, dinner, entertainment) Key Points Very broadly defined Payment need not be made: offers and attempts count No de minimus exception 9

10 Element 2 Element 2: Foreign Official Any officer or employee of Any foreign government, whether national, state, provincial or local Any department, instrumentality, or agency of a foreign government (e.g., the Ministry of Energy, the Customs service) Any state-owned or controlled company (e.g., a state oil company or state-controlled utility) Any non-u.s. political party Any public international organization (e.g., United Nations) Any candidate for foreign political office 10

11 Element 2 (continued) Examples of Foreign Officials The director of a regional health fund in Poland Officials of a government-owned bank in Argentina Customs officials in Haiti Physicians and laboratory personnel at government-owned hospitals in China Key Points Applies to any official regardless of rank or title Not always obvious, sometimes investigation is required 11

12 Element 3 Element 3: Corrupt Intent Intent to induce the Foreign Official to misuse his/her official position Related concept of acting willfully: you must intend to do something unlawful Awareness of the specific law your conduct may be violating is not relevant In other words, even if you do not know you are violating the FCPA, you can still be liable 12

13 Element 4 Element 4: Business Purpose Payment or offer or thing of value must be made to assist in Obtaining business Retaining business Directing business to any person or entity This, too, is very broad Covers payments to assist in obtaining or retaining business indirectly, such as reducing taxes or customs duties, thereby lowering a company s overall expenses in a particular market 13

14 Violations By Payments Through Third Parties The FCPA prohibits corrupt payments through intermediaries It is unlawful to make a payment to a third party while knowing all or a portion of that payment will go directly or indirectly to a foreign official Knowing = Actual Knowledge Knowing = Conscious Avoidance Knowledge under FCPA can be established if you are aware of a high probability of the existence of a fact and you consciously avoid confirming it 14

15 Violations By Payments Through Third Parties (continued) Many types of payments to Third Parties can put a company at risk, including those to: Subsidiary or other affiliate Agent, sponsor, representative, distributor, consultant Freight forwarder Customs broker Joint venture partner Relative of a foreign official Employee of a foreign official s company 15

16 Accounting & Internal Controls Provisions Applicable to SEC-registered Issuers U.S. public companies Foreign companies listed on U.S. stock exchanges Books and Records Provision Issuers must maintain books, records and accounts which in reasonable detail accurately reflect the transactions and dispositions of their assets Books and records is very broadly defined No materiality requirement 16

17 Accounting & Internal Controls Provisions (continued) Internal Controls Provision Issuers must devise and maintain a system of internal accounting controls to provide reasonable assurance that transactions are authorized by management and financial statements are in conformity with GAAP Easier to prove than anti-bribery provisions Even greater penalties than anti-bribery provisions No exception for facilitating payments 17

18 What Do These Provisions Mean in Practice? Maintain robust compliance policies Maintain good controls: follow procedures for approval of payments and vendors, e.g. Take reasonable steps to ensure affiliates maintain appropriate internal controls Record all transactions Keep receipts and other support for transactions Records should be kept consistent with overall document retention and record-keeping policies 18

19 Penalty Provisions Criminal Penalties Anti-Bribery Provisions Up to $2 million fine per violation for companies Up to 5 years in jail and up to $100,000 fine for individuals Criminal Penalties Accounting Provisions Up to $25 million fine per violation for companies Fine can be assessed up to 2x what the defendant sought to obtain through corrupt payment Civil Penalties Disgorgement of Profits Other Consequences of a Violation Debarment from government contracts Corporate monitors Collateral Consequences Reputational damage Legal fees from an investigation 19

20 Enforcement Trends Cases are often deferred prosecution or nonprosecution agreements, often with: Large fines Independent compliance monitors International cooperation is on the rise Multi-jurisdictional cases are on the rise Increase in industry-wide investigations 20

21 Enforcement Trends (continued) How the DOJ gets its cases Foreign law enforcement tip-line & whistleblowers Civil lawsuits Cooperation from companies and individuals under investigation, e.g., Siemens Voluntary disclosures 21

22 Enforcement Predictions FCPA enforcement will only increase Effect of Siemens case and Siemens cooperation Proposed legislation increasing funding for FBI white collar agents Penalties will remain high DOJ indicating it will follow the Sentencing Guidelines Individuals will be targeted more Nature s Sunshine case: Control person liability under Section 20(a) of the Securities Exchange Act 22

23 FCPA Compliance Program Elements Clearly articulated policy prohibiting improper payments, with detailed compliance procedures Training for all employees that is periodically updated, with required certifications of compliance Mechanism in place to report violations (hotline) Disciplinary process Clear due diligence procedures for agents, vendors, etc. Compliance program supervised at management level and periodically evaluated for effectiveness 23

24 FCPA Due Diligence When Due Diligence May Be Needed Acquisitions of companies with foreign operations Joint ventures with companies with foreign operations, including foreign government entities Investments in countries with a history of corruption Use of 3rd party intermediaries and service providers such as marketing agents and customs brokers 24

25 FCPA Due Diligence Be On the Lookout for Red Flags Large payments or commissions to foreign agents or foreign operations managers Unusual payments to vendors (e.g., round $ figures) Lack of transparency in expense and accounting records Gifts, travel, entertainment for government officials Agent who refuses to provide FCPA representations Operations in countries with history of corruption See Transparency International World Map (darker colors mean greater perceived corruption risks) 25

26 Countries with History of Corruption Transparency International 2008 World Map 26

27 Third Party Due Diligence Strategies Due Diligence Questionnaire Provided to all prospective third parties Information sought: Basic contact and background information Identity(ies) of government official affiliates Qualifications to provide services Names of legal counsel, accountants, and references Review Internet and other public sources Interview relevant personnel as necessary Scrub third party s books and records Conduct reasonable inquiry into each red flag Document steps in your due diligence 27

28 Third Party Due Diligence Strategies (continued) Suggestions for contract language Reps and warranties that agent has complied with the FCPA and any local anti-corruption statutes Indemnity for any violations Right to immediate termination if there is a violation Right to audit third party s books and records Requirement that third party s personnel undergo FCPA training Obtain annual or other periodic compliance certifications Restriction on assigning subcontractors (unless they satisfy all of the same reps and warranties) 28

29 Questions? Acknowledgements Fulbright & Jaworski Greenberg Traurig Transparency International, 29

DIGITAL RIVER, INC. FOREIGN CORRUPT PRACTICES ACT AND ANTI-BRIBERY POLICY. (Adopted by resolution of the Board of Directors on December 1, 2011)

DIGITAL RIVER, INC. FOREIGN CORRUPT PRACTICES ACT AND ANTI-BRIBERY POLICY. (Adopted by resolution of the Board of Directors on December 1, 2011) DIGITAL RIVER, INC. FOREIGN CORRUPT PRACTICES ACT AND ANTI-BRIBERY POLICY (Adopted by resolution of the Board of Directors on December 1, 2011) Digital River, Inc. and our affiliates ( DR ) must comply

More information

U.S. Foreign Corrupt Practices Act for Beginners

U.S. Foreign Corrupt Practices Act for Beginners U.S. Foreign Corrupt Practices Act for Beginners This presentation, related materials and subsequent discussion are provided for educational purposes only. They do not constitute legal advice nor do they

More information

ANTI BRIBERY AND FOREIGN CORRUPT PRACTICES ACT COMPLIANCE POLICY

ANTI BRIBERY AND FOREIGN CORRUPT PRACTICES ACT COMPLIANCE POLICY ANTI BRIBERY AND FOREIGN CORRUPT PRACTICES ACT COMPLIANCE POLICY THIS POLICY DOES NOT CREATE A CONTRACT OF EMPLOYMENT OR ALTER THE AT WILL NATURE OF ANY EMPLOYEE S EMPLOYMENT IN ANY WAY. 1. Statement of

More information

The Long Arm of the U.S. Foreign Corrupt Practices Act: Complying with the FCPA in the Vietnamese Landscape

The Long Arm of the U.S. Foreign Corrupt Practices Act: Complying with the FCPA in the Vietnamese Landscape The Long Arm of the U.S. Foreign Corrupt Practices Act: Complying with the FCPA in the Vietnamese Landscape Foreign Corrupt Practices Act: The Act What is the Act? Anti-Bribery Provisions Book and Record

More information

Foreign Corrupt Practices Act Compliance

Foreign Corrupt Practices Act Compliance Document ID: LGL-D010 Rev 0 February 11, 2010 Page 1 of 6 Applies to: Aerojet Document Owners: Vice President, General Counsel and Executive Director, Contracts, Ethics & Compliance Purpose Background

More information

Chambers General Counsel Seminar

Chambers General Counsel Seminar Chambers General Counsel Seminar FPCA: Current Challenges for In-House Counsel Gregory Kehoe Greenberg Traurig Michael Marinelli Greenberg Traurig Ernest Edgar Atkins North America Why is FCPA Important

More information

PHILIP H. HILDER H I L D E R A N D A S S O C I A T E S, P. C. 8 1 9 L O V E T T B L V D. H O U S T O N, T E X A S 7 7 0 0 6 7 1 3-6 5 5-9 1 1 1 W W W

PHILIP H. HILDER H I L D E R A N D A S S O C I A T E S, P. C. 8 1 9 L O V E T T B L V D. H O U S T O N, T E X A S 7 7 0 0 6 7 1 3-6 5 5-9 1 1 1 W W W FCPA Now and Later PHILIP H. HILDER H I L D E R A N D A S S O C I A T E S, P. C. 8 1 9 L O V E T T B L V D. H O U S T O N, T E X A S 7 7 0 0 6 7 1 3-6 5 5-9 1 1 1 W W W. H I L D E R L A W. C O M Purpose

More information

Introduction to the Foreign Corrupt Practices Act (a training presentation for employees)

Introduction to the Foreign Corrupt Practices Act (a training presentation for employees) Introduction to the Foreign Corrupt Practices Act (a training presentation for employees) Introduction Thank you for participating in our Foreign Corrupt Practices Act (FCPA) training program. [Our Company]

More information

Introduction to the U.S. Foreign Corrupt Practices Act

Introduction to the U.S. Foreign Corrupt Practices Act Introduction to the U.S. Foreign Corrupt Practices Act Pablo C. Ferrante June 2010 Partner 713-238-2662 pferrante@mayerbrown.com Mayer Brown is a global legal services organization comprising legal practices

More information

MUELLER INDUSTRIES, INC. ANTICORRUPTION POLICY

MUELLER INDUSTRIES, INC. ANTICORRUPTION POLICY MUELLER INDUSTRIES, INC. ANTICORRUPTION POLICY THIS POLICY HAS BEEN APPROVED BY THE BOARD OF DIRECTORS OF MUELLER INDUSTRIES, INC. ON FEBRUARY 11, 2010 AND IS APPLICABLE TO ALL DIRECTORS, OFFICERS, EMPLOYEES,

More information

Worldwide Anti-Corruption Policy

Worldwide Anti-Corruption Policy Worldwide Anti-Corruption Policy I. PURPOSE The laws of most countries make the payment or offer of payment or even receipt of a bribe, kickback or other corrupt payment a crime, subjecting both Eaton

More information

ANTI-BRIBERY AND FOREIGN CORRUPT PRACTICES ACT COMPLIANCE POLICY

ANTI-BRIBERY AND FOREIGN CORRUPT PRACTICES ACT COMPLIANCE POLICY Issued: November 12, 2013 ANTI-BRIBERY AND FOREIGN CORRUPT PRACTICES ACT COMPLIANCE POLICY SCOPE This policy applies to all Magnetek, Inc. ( Magnetek ) employees, its subsidiaries and affiliates worldwide,

More information

HILLENBRAND, INC. AND SUBSIDIARIES. Global Anti-Corruption Policy Statement and Compliance Guide

HILLENBRAND, INC. AND SUBSIDIARIES. Global Anti-Corruption Policy Statement and Compliance Guide HILLENBRAND, INC. AND SUBSIDIARIES Global Anti-Corruption Policy Statement and Compliance Guide Hillenbrand, Inc., including all of its subsidiaries (referred to collectively as the Company ), maintains

More information

LAUREATE ANTI-CORRUPTION POLICY

LAUREATE ANTI-CORRUPTION POLICY LAUREATE ANTI-CORRUPTION POLICY Laureate Anti-Corruption Policy 1.0 PURPOSE AND BACKGROUND This Anti-Corruption Policy establishes basic standards and a framework for the prevention and detection of bribery

More information

Anti-Bribery Provisions of the Foreign Corrupt Practices Act: Application to Foreign Corporations and Individuals

Anti-Bribery Provisions of the Foreign Corrupt Practices Act: Application to Foreign Corporations and Individuals Anti-Bribery Provisions of the Foreign Corrupt Practices Act: Application to Foreign Corporations and Individuals LeClairRyan Carlos F. Ortiz 973.491.3365 carlos.ortiz@leclairryan.com Valerie C. Charles

More information

CC255 C O R P O R A T E. Altus FCPA Policy. Last revised: 12 October 2010

CC255 C O R P O R A T E. Altus FCPA Policy. Last revised: 12 October 2010 CC255 Altus FCPA Policy Last revised: 12 October 2010 C O R P O R A T E Foreign Corrupt Practices Act Policy Purpose The purpose of this Policy is to ensure compliance by Altus and its directors, officers,

More information

MACLEAN-FOGG COMPANY FOREIGN CORRUPT PRACTICES ACT COMPLIANCE POLICY

MACLEAN-FOGG COMPANY FOREIGN CORRUPT PRACTICES ACT COMPLIANCE POLICY MACLEAN-FOGG COMPANY FOREIGN CORRUPT PRACTICES ACT COMPLIANCE POLICY MacLean-Fogg s corporate policy prohibits all improper or unethical payments to government officials anywhere in the world. This is

More information

Application of the Foreign Corrupt Practices Act in China

Application of the Foreign Corrupt Practices Act in China Application of the Foreign Corrupt Practices Act in China Introduction U.S. companies and their subsidiaries in China must have an adequate Foreign Corrupt Practices Act ( FCPA ) compliance program. Doing

More information

A Summary of U.S. Law Against the Bribery of Foreign Officials:

A Summary of U.S. Law Against the Bribery of Foreign Officials: Fall Winter 2005 A Summary of U.S. Law Against the Bribery of Foreign Officials: The U.S. Foreign Corrupt Practices Act The U.S. Foreign Corrupt Practices Act (the FCPA ) prohibits corrupt payments to

More information

Complying with the U.S. Foreign Corrupt Practices Act

Complying with the U.S. Foreign Corrupt Practices Act Complying with the U.S. Foreign Corrupt Practices Act 1. About This Manual This Manual describes the Foreign Corrupt Practices Act ( FCPA ), 15 U.S.C. 78m, 78dd, 78ff (collectively, FCPA ), anti-corruption

More information

CARDINAL RESOURCES LLC INTRODUCTION

CARDINAL RESOURCES LLC INTRODUCTION CARDINAL RESOURCES LLC ANTI- BRIBERY AND ANTI- CORRUPTION POLICY INTRODUCTION The purpose of this Anti- bribery and Anti- corruption Policy (the "Policy") is to ensure compliance by the Red Bird Group

More information

ERIN ENERGY CORPORATION. ANTI-CORRUPTION COMPLIANCE POLICY Effective Date: 10/1/2011

ERIN ENERGY CORPORATION. ANTI-CORRUPTION COMPLIANCE POLICY Effective Date: 10/1/2011 ERIN ENERGY CORPORATION ANTI-CORRUPTION COMPLIANCE POLICY Effective Date: 10/1/2011 Statement of Policy It is the policy of Erin Energy Corporation, (the Company ) to conduct its worldwide operations ethically

More information

Corporate Code of Conduct

Corporate Code of Conduct Corporate Code of Conduct Statement of Policy. It is the policy of Casa Mining Limited (the "Company") that all of its officers, directors, employees, contractors, consultants and agents representing the

More information

SEMGROUP CORPORATION. Anti-Corruption Compliance Policy August, 2011

SEMGROUP CORPORATION. Anti-Corruption Compliance Policy August, 2011 SEMGROUP CORPORATION Anti-Corruption Compliance Policy August, 2011 SCOPE This is a global policy (the Policy ) applicable to the worldwide operations of SemGroup Corporation ("SemGroup") and all of its

More information

ELEPHANT TALK COMMUNICATIONS CORP. FOREIGN CORRUPT PRACTICES ACT COMPLIANCE POLICY

ELEPHANT TALK COMMUNICATIONS CORP. FOREIGN CORRUPT PRACTICES ACT COMPLIANCE POLICY ELEPHANT TALK COMMUNICATIONS CORP. FOREIGN CORRUPT PRACTICES ACT COMPLIANCE POLICY I. POLICY STATEMENT This Foreign Corrupt Practices Act Compliancy Policy (the Policy ) has been adopted by Elephant Talk

More information

LANTHEUS HOLDINGS, INC. Foreign Corrupt Practices Act and Anti-Bribery Compliance Policy

LANTHEUS HOLDINGS, INC. Foreign Corrupt Practices Act and Anti-Bribery Compliance Policy LANTHEUS HOLDINGS, INC. Foreign Corrupt Practices Act and Anti-Bribery Compliance Policy 1. Introduction. Applicability. This Foreign Corrupt Practices Act and Anti-Bribery Compliance Policy (this Policy

More information

PHOENIX NEW MEDIA LIMITED FOREIGN CORRUPT PRACTICES ACT COMPLIANCE POLICY

PHOENIX NEW MEDIA LIMITED FOREIGN CORRUPT PRACTICES ACT COMPLIANCE POLICY PHOENIX NEW MEDIA LIMITED FOREIGN CORRUPT PRACTICES ACT COMPLIANCE POLICY Phoenix New Media Limited (together with its subsidiaries, the Company ) is committed to conducting all aspects of its business

More information

{>> Foreign Corrupt Practices Act //]

{>> Foreign Corrupt Practices Act //] {>> Foreign Corrupt Practices Act //] FCPA Defintion FCPA Definition FOREIGN CORRUPT PRACTICES ACT - The risk of doing business abroad has just increased dramatically as non compliance with the Foreign

More information

Exhibit B SUMMIT ESP, LLC POLICY RELATED TO COMPLIANCE WITH THE UNITED STATES FOREIGN CORRUPT PRACTICES ACT

Exhibit B SUMMIT ESP, LLC POLICY RELATED TO COMPLIANCE WITH THE UNITED STATES FOREIGN CORRUPT PRACTICES ACT Exhibit B SUMMIT ESP, LLC POLICY RELATED TO COMPLIANCE WITH THE UNITED STATES FOREIGN CORRUPT PRACTICES ACT Summit ESP, LLC and any related companies (collectively Summit ) will conduct its business transactions

More information

ANTI-CORRUPTION AND ANTI-BRIBERY POLICY

ANTI-CORRUPTION AND ANTI-BRIBERY POLICY COMPLIANCE 18.0 ANTI-CORRUPTION AND ANTI-BRIBERY POLICY I. SCOPE This policy applies to all directors, officers, employees, agents, and shareholders of UHS of Delaware, Inc. (hereafter, UHS ), its subsidiaries

More information

Anti-Corruption: An Overview for I.R. Professionals

Anti-Corruption: An Overview for I.R. Professionals Anti-Corruption: An Overview for I.R. Professionals Presented by Stephen Double May 1, 2012 New York City Pop Quiz 2 True or False? A publicly owned German company that has stock traded on a U.S. stock

More information

EAGLE PARENT, INC EPICOR SOFTWARE CORPORATION ACTIVANT SOLUTIONS, INC. FOREIGN CORRUPT PRACTICES ACT COMPLIANCE POLICY. (As Adopted - July 2011)

EAGLE PARENT, INC EPICOR SOFTWARE CORPORATION ACTIVANT SOLUTIONS, INC. FOREIGN CORRUPT PRACTICES ACT COMPLIANCE POLICY. (As Adopted - July 2011) EAGLE PARENT, INC EPICOR SOFTWARE CORPORATION ACTIVANT SOLUTIONS, INC. FOREIGN CORRUPT PRACTICES ACT COMPLIANCE POLICY (As Adopted - July 2011) 1.0 FOREIGN CORRUPT PRACTICES ACT COMPLIANCE POLICY ( FCPA

More information

Platform Specialty Products Corporation Foreign Corrupt Practices Act/Anti-Corruption Policy

Platform Specialty Products Corporation Foreign Corrupt Practices Act/Anti-Corruption Policy 1. Introduction. Platform Specialty Products Corporation Foreign Corrupt Practices Act/Anti-Corruption Policy 1.1 Combating Corruption. Platform Specialty Products Corporation, including its subsidiaries,

More information

Park-Ohio Holdings Corp. Foreign Corrupt Practices Act Policy

Park-Ohio Holdings Corp. Foreign Corrupt Practices Act Policy Park-Ohio Holdings Corp. Foreign Corrupt Practices Act Policy I. Policy Park-Ohio Holdings Corp. ( Park Holdings or the Company ) is committed to conducting all operations and activities, including those

More information

FLUOR HUMAN RESOURCES POLICY POLICY/PROCEDURE

FLUOR HUMAN RESOURCES POLICY POLICY/PROCEDURE Page 1 of 5 HR-720 Supersedes: 09-21-06 I. POLICY A. Fluor s employees, officers, directors, and any agents, subsidiaries, joint ventures, consortiums, consultants, brokers, or other individuals, intermediaries,

More information

CLARIPHY COMMUNICATIONS, INC. FCPA. Foreign Corrupt Practices Act. FIN-161- Compliance Policy Revision C August 1, 2015

CLARIPHY COMMUNICATIONS, INC. FCPA. Foreign Corrupt Practices Act. FIN-161- Compliance Policy Revision C August 1, 2015 CLARIPHY COMMUNICATIONS, INC. FCPA Foreign Corrupt Practices Act FIN-161- Compliance Policy Revision C August 1, 2015 7585 Irvine Center Drive, Suite 100 Irvine, CA 92618 Phone: 949.861.3074 Fax: 949.861.3087

More information

FOREIGN CORRUPT PRACTICES ACT COMPLIANCE POLICY

FOREIGN CORRUPT PRACTICES ACT COMPLIANCE POLICY FOREIGN CORRUPT PRACTICES ACT COMPLIANCE POLICY The Company will conduct every business transaction (including without limitation, operations, negotiations, and marketing) with integrity and will comply

More information

Foreign Corrupt Practices Act ( FCPA )

Foreign Corrupt Practices Act ( FCPA ) Foreign Corrupt Practices Act ( FCPA ) OVERVIEW The Foreign Corrupt Practices Act ( FCPA ) was passed in 1977 in an effort to address concerns over the integrity of U.S. markets after hundreds of U.S.

More information

Foreign Corrupt Practices Act Summary and Policy

Foreign Corrupt Practices Act Summary and Policy I. Introduction/Overview Foreign Corrupt Practices Act Summary and Policy It is the policy of Cantel Medical Corp. and its subsidiaries (the Company ) to comply with all applicable laws, rules and regulations,

More information

IFA s 45 th Annual LEGAL SYMPOSIUM

IFA s 45 th Annual LEGAL SYMPOSIUM LEGAL SYMPOSIUM The Foreign Corrupt Practices Act: What Every International Franchisor Must Know Moderator: Speakers: Eric L. Yaffe Gray Plant Mooty Washington, DC Mary C. Spearing Baker Botts L.L.P. Washington,

More information

Intercontinental Exchange, Inc. Global Anti-Bribery Policy

Intercontinental Exchange, Inc. Global Anti-Bribery Policy Intercontinental Exchange, Inc. Global Anti-Bribery Policy 20140923 1. Policy Intercontinental Exchange, Inc. (ICE), and all subsidiaries and entities controlled by it (collectively, the Company ), is

More information

NewYork-Presbyterian Hospital Sites: All Centers Hospital Policy and Procedure Manual Number: C150 Page 1 of 10

NewYork-Presbyterian Hospital Sites: All Centers Hospital Policy and Procedure Manual Number: C150 Page 1 of 10 Page 1 of 10 TITLE: POLICY AND PROCEDURES REGARDING COMPLIANCE WITH THE FOREIGN CORRUPT PRACTICES ACT ( FCPA ) POLICY: All Hospital Personnel are responsible for complying with the U.S. Foreign Corrupt

More information

FOREIGN CORRUPT PRACTICES ACT ANTIBRIBERY PROVISIONS

FOREIGN CORRUPT PRACTICES ACT ANTIBRIBERY PROVISIONS FOREIGN CORRUPT PRACTICES ACT ANTIBRIBERY PROVISIONS United States Department of Justice Fraud Section, Criminal Division 10th & Constitution Ave. NW (Bond 4th fl.) Washington, D.C. 20530 Phone: (202)

More information

CEMEX Anti-Bribery/Anti-Corruption Global Policy

CEMEX Anti-Bribery/Anti-Corruption Global Policy CEMEX Anti-Bribery/Anti-Corruption Global Policy Last updated: December 1, 2011 TABLE OF CONTENTS I. Policy... 1 II. International Anti-Bribery Laws... 1 A. Improper Payments... 2 B. Books and Records...

More information

Securities Litigation Alert The Foreign Corrupt Practices Act: The Next Corporate Scandal?

Securities Litigation Alert The Foreign Corrupt Practices Act: The Next Corporate Scandal? Securities Litigation Alert The Foreign Corrupt Practices Act: The Next Corporate Scandal? January 28, 2008 by christopher j. steskal As the stock option backdating cases wind down, what will be the next

More information

MIDMARK CORPORATION FCPA COMPLIANCE POLICY

MIDMARK CORPORATION FCPA COMPLIANCE POLICY MIDMARK CORPORATION FCPA COMPLIANCE POLICY I. INTRODUCTION The purpose of this guide is to provide all Midmark Corporation teammates an overview of the Foreign Corrupt Practices Act (FCPA) and its application

More information

FOREIGN CORRUPT PRACTICES ACT POLICY

FOREIGN CORRUPT PRACTICES ACT POLICY FOREIGN CORRUPT PRACTICES ACT POLICY Purpose The purpose of this Policy is to ensure compliance from SWOP's employees and representatives with the US Foreign Corrupt Practices Act ("FCPA"). The Lay Person's

More information

Amgen GLOBAL CORPORATE COMPLIANCE POLICY

Amgen GLOBAL CORPORATE COMPLIANCE POLICY 1. Scope Applicable to all Amgen Inc. and subsidiary or affiliated company staff members, consultants, contract workers and temporary staff worldwide ( Covered Persons ). Consultants, contract workers,

More information

Anti-Bribery and Corruption Policy

Anti-Bribery and Corruption Policy Newcrest strictly prohibits bribery and other unlawful or improper payments made to any individual or entity, as outlined in this Anti-Bribery & Corruption Policy. Newcrest's Anti- Bribery & Corruption

More information

FOREIGN CORRUPT PRACTICES ACT COMPLIANCE POLICY

FOREIGN CORRUPT PRACTICES ACT COMPLIANCE POLICY FOREIGN CORRUPT PRACTICES ACT COMPLIANCE POLICY Acuity Brands, Inc. is committed to maintaining the highest level of ethical and legal standards in the conduct of our business activities. The Company s

More information

Anti-Corruption and FCPA Compliance Policy

Anti-Corruption and FCPA Compliance Policy Anti-Corruption and FCPA Compliance Policy Purpose and Scope Vicor Corporation ( Vicor or the Company ) must comply with the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA") and all

More information

Anti-Corruption Risks for Pharmaceutical and Medical Device Companies. Michael Volkov, Partner

Anti-Corruption Risks for Pharmaceutical and Medical Device Companies. Michael Volkov, Partner Anti-Corruption Risks for Pharmaceutical and Medical Device Companies Michael Volkov, Partner 240.505.1992 michael.volkov@leclairryan.com Overview Anti-Corruption Enforcement Trends Significant Cases Risk

More information

INNOSPEC INC. ( INNOSPEC ) FOREIGN CORRUPT PRACTICES ACT POLICY INTRODUCTION

INNOSPEC INC. ( INNOSPEC ) FOREIGN CORRUPT PRACTICES ACT POLICY INTRODUCTION INNOSPEC INC. ( INNOSPEC ) FOREIGN CORRUPT PRACTICES ACT POLICY INTRODUCTION The vast majority of countries have adopted anti-bribery laws. Innospec s securities are registered on the NASDAQ in the United

More information

FCPA Compliance: An Ounce of Prevention.

FCPA Compliance: An Ounce of Prevention. FCPA Compliance: An Ounce of Prevention. Michael E. Burke Arnall Golden Gregory LLP Washington, DC +1.202.677.4046 Mike.Burke@agg.com Webinar Overview Today s Discussion FCPA Overview Recent Trends in

More information

The Foreign Corrupt Practices Act: A Primer. Mark Srere Paul Huey-Burns Anita Esslinger May 12, 2011

The Foreign Corrupt Practices Act: A Primer. Mark Srere Paul Huey-Burns Anita Esslinger May 12, 2011 The Foreign Corrupt Practices Act: A Primer Mark Srere Paul Huey-Burns Anita Esslinger May 12, 2011 Today's Presenters Anita Esslinger Paul Huey-Burns Mark Srere 2 Topics of Discussion Relevance Overview

More information

THE US FOREIGN CORRUPT PRACTICES ACT ( FCPA ) COMPLIANCE POLICY AND GUIDELINES

THE US FOREIGN CORRUPT PRACTICES ACT ( FCPA ) COMPLIANCE POLICY AND GUIDELINES THE US FOREIGN CORRUPT PRACTICES ACT ( FCPA ) COMPLIANCE POLICY AND GUIDELINES 1. INTRODUCTION 1.1 The purpose of this policy is to provide all employees, directors and officers of DRDGOLD Limited, its

More information

What Maritime Lawyers Need to Know about the Foreign Corrupt Practices Act (FCPA) and other anti-corruption laws?

What Maritime Lawyers Need to Know about the Foreign Corrupt Practices Act (FCPA) and other anti-corruption laws? What Maritime Lawyers Need to Know about the Foreign Corrupt Practices Act (FCPA) and other anti-corruption laws? Presented by Evelyn M. Suarez & Jim Barratt 2015 Port Administration & Legal Issues Seminar

More information

What You Need to Know About the FCPA

What You Need to Know About the FCPA What You Need to Know About the FCPA May 12, 2016 Richard E. Weiner Fredrikson & Byron, P.A. Understanding The Legal Risks The FCPA prohibits: Improper payments and other practices in connection with overseas

More information

Foreign Corrupt Practices Act & Compliance Policy

Foreign Corrupt Practices Act & Compliance Policy Team Resources Management () INTEGRITY MANAGEMENT SYSTEM (IMS) Printed documents are considered uncontrolled. Controlled documents can be found on the Atlantica server. -2-POL-057 1 0 02-Dec-2013 1 of

More information

Goodyear s Anti-bribery Policy July 1, 2011

Goodyear s Anti-bribery Policy July 1, 2011 Goodyear s Anti-bribery Policy July 1, 2011 Anti-bribery Policy Goodyear does not wish to obtain business advantages by offering or receiving improper payments or anything of value, even in countries where

More information

Administrative Policy No. AD 2.26 Title:

Administrative Policy No. AD 2.26 Title: I. SCOPE: Administrative Policy No. AD 2.26 Page: 1 of 5 This policy applies to all directors, officers, employees, agents, and shareholders of Tenet Healthcare Corporation, its subsidiaries and/or affiliates

More information

ANTI-CORRUPTION COMPLIANCE GUIDELINES

ANTI-CORRUPTION COMPLIANCE GUIDELINES ANTI-CORRUPTION COMPLIANCE GUIDELINES INTRODUCTION These guidelines establish procedures for handling, and should help you identify anti-corruption concerns. If you are ever uncertain or feel uneasy about

More information

MATTHEWS INTERNATIONAL CORPORATION

MATTHEWS INTERNATIONAL CORPORATION MATTHEWS INTERNATIONAL CORPORATION U.S. FOREIGN CORRUPT PRACTICES ACT COMPLIANCE POLICY INTRODUCTION Principles Underlying the United States Foreign Corrupt Practices Act ( FCPA ). The FCPA s Anti-Bribery

More information

The Foreign Corrupt Practices Act, the Anti-Kickback Statute, and Healthcare Fraud Enforcement. Anti-Bribery Provisions

The Foreign Corrupt Practices Act, the Anti-Kickback Statute, and Healthcare Fraud Enforcement. Anti-Bribery Provisions The Foreign Corrupt Practices Act, the Anti-Kickback Statute, and Healthcare Fraud Enforcement James M. Lord* Martie Ross Charles R Hacker, Jr. Assistant United States Spencer Fane Partner Attorney Britt

More information

FCPA Compliance: An Investigator s Perspective. By Joseph Picarello

FCPA Compliance: An Investigator s Perspective. By Joseph Picarello FCPA Compliance: An Investigator s Perspective By Joseph Picarello Agenda FCPA Overview Background Provisions What s prohibited? / What s permissible? Fines / Other Consequences UK Bribery Act Common Fraud

More information

Foreign Corrupt Practices Act Policy August 19, 2015

Foreign Corrupt Practices Act Policy August 19, 2015 I. PURPOSE To provide guidelines to all officers, directors, employees, consultants and agents that are employed by the Company to ensure compliance with the Foreign Corrupt Practices Act of the United

More information

Foreign business partners under the FCPA

Foreign business partners under the FCPA Foreign business partners under the FCPA by Tom Fox 1 TITLE about the writer Thomas Fox has practiced law in Houston for 25 years. He is now assisting companies with FCPA compliance, risk management and

More information

Regulation for Compliance with Anti-Corruption Acts

Regulation for Compliance with Anti-Corruption Acts Regulation for Compliance with Anti-Corruption Acts 2014. 2. 24. Samsung Techwin Co., Ltd. Table of Contents Chapter 1 Article 1 Article 2 Article 3 General Rules Purpose Applicability Definition Chapter

More information

Compliance with the Foreign Corrupt Practices Act

Compliance with the Foreign Corrupt Practices Act l Compliance with the Foreign Corrupt Practices Act Howard O. Weissman Vice President and Associate General Counsel-International Lockheed Martin Corporation Foreign Corrupt Practices Act U.S. statute

More information

Foreign Corrupt Practices Act:

Foreign Corrupt Practices Act: Foreign Corrupt Practices Act: A Guide to U.S. Anti-Bribery Law Roger J. Magnuson 1 1 Guide to U.S. Anti-Bribery Law Foreign Corrupt Practices Act Three Components to this Presentation: Overview of the

More information

The U.S. Foreign Corrupt Practice Act. John McDermott Professor of Law Loyola Law School Los Angeles

The U.S. Foreign Corrupt Practice Act. John McDermott Professor of Law Loyola Law School Los Angeles The U.S. Foreign Corrupt Practice Act John McDermott Professor of Law Loyola Law School Los Angeles The U.S FCPA and other Anti-bribery laws The US FCPA was enacted in 1977 It was prompted by the Watergate

More information

Anti-Corruption Training for Microsoft Partners

Anti-Corruption Training for Microsoft Partners Anti-Corruption Training for Microsoft Partners 1 English Version Welcome Welcome Welcome to Anti-Corruption Training for Microsoft Partners. This course is designed to help partners comply with the Microsoft

More information

Anti-Corruption Compliance Guidance

Anti-Corruption Compliance Guidance Anti-Corruption Compliance Guidance Global Supplement for working with Public Officials May 2015 Hong Kong Zhuhai Macau Crossing Hong Kong Tideway Tunnel Improvements London, England U.S. Forces Korea

More information

PROTIVITI FLASH REPORT

PROTIVITI FLASH REPORT PROTIVITI FLASH REPORT Even Retailers and Consumer Products Manufacturers Must Manage Compliance with the U.S. Foreign Corrupt Practices Act and Other Anti-Bribery Laws May 3, 2012 Recent reports of alleged

More information

ANTI-BRIBERY AND CORRUPTION POLICY

ANTI-BRIBERY AND CORRUPTION POLICY ANTI-BRIBERY AND CORRUPTION POLICY OBJECTIVES Woodside is committed to conducting its business and activities with integrity. To achieve this objective: Woodside will not engage in corrupt business practices;

More information

Foreign Corrupt Practices Act (FCPA)

Foreign Corrupt Practices Act (FCPA) Compliance Guideline Foreign Corrupt Practices Act (FCPA) Dachser GmbH & Co. KG Introduction The purpose of this guideline is to provide employees of DACHSER GmbH & Co. KG ( DACHSER ) involved in international

More information

Fraud-Related Compliance

Fraud-Related Compliance Fraud-Related Compliance Areas of Compliance, Part 1: FCPA, SOX, PCAOB, Dodd-Frank 2015 Association of Certified Fraud Examiners, Inc. Foreign Corrupt Practices Act (FCPA) Enacted to prohibit corrupt payments

More information

FLORIDA-CARIBBEAN CRUISE ASSOCIATION FOREIGN CORRUPT PRACTICES ACT COMPLIANCE POLICY

FLORIDA-CARIBBEAN CRUISE ASSOCIATION FOREIGN CORRUPT PRACTICES ACT COMPLIANCE POLICY FLORIDA-CARIBBEAN CRUISE ASSOCIATION 11200 Pines Blvd., Suite 201 Pembroke Pines, Florida 33026 Phone: (954) 441-8881 Fax: (954) 441-3171 E-mail: info@f-cca.com FLORIDA-CARIBBEAN CRUISE ASSOCIATION FOREIGN

More information

International Anti-bribery and Corruption Compliance

International Anti-bribery and Corruption Compliance International Anti-bribery and Corruption Compliance Bribery and corruption take place to one degree or another in virtually every country in the world. The Foreign Corrupt Practices Act (FCPA) was enacted

More information

FOREIGN CORRUPT PRACTICES ACT

FOREIGN CORRUPT PRACTICES ACT ENERGY ENVIRONMENT INFRASTRUCTURE INDUSTRIAL FOREIGN CORRUPT PRACTICES ACT compliance policy Done once. Done right. ETHICS AND SAFETY HELPLINE: US/Canada Toll Free - +1-855-266-8434 Israel - +972-180-931-7129

More information

FOREIGN CORRUPT PRACTICES ACT AND ANTI-CORRUPTION COMPLIANCE POLICY. Adopted April 30, 2014

FOREIGN CORRUPT PRACTICES ACT AND ANTI-CORRUPTION COMPLIANCE POLICY. Adopted April 30, 2014 FOREIGN CORRUPT PRACTICES ACT AND ANTI-CORRUPTION COMPLIANCE POLICY Adopted April 30, 2014 134782_1 TABLE OF CONTENTS I. POLICY STATEMENT... 1 II. KEY TERMS... 2 III. SCOPE AND APPLICABILITY OF THIS POLICY...

More information

Understanding the Foreign Corrupt Practices Act. A training program for Evergreen

Understanding the Foreign Corrupt Practices Act. A training program for Evergreen Understanding the Foreign Corrupt Practices Act A training program for Evergreen 2012 Why this is Important to know The FCPA has had a significant impact on the way American firms do business since it

More information

DRAFT. Anti-Bribery and Anti-Corruption Policy. Introduction. Scope. 1. Definitions

DRAFT. Anti-Bribery and Anti-Corruption Policy. Introduction. Scope. 1. Definitions DRAFT Change History: Anti-Bribery and Anti-Corruption Policy Control Risks Group Ltd Commercial in confidence Introduction This document defines Control Risks policy on the avoidance of bribery and corruption.

More information

Model Anti-Bribery Policy/FCPA Version

Model Anti-Bribery Policy/FCPA Version Model Anti-Bribery Policy/FCPA Version Model Anti-Bribery Policy/FCPA Version This model anti-bribery policy template is intended to assist organizations in creating a values-based anti-bribery and anti-corruption

More information

NCI BUILDING SYSTEMS, INC. FOREIGN CORRUPT PRACTICES ACT POLICY STATEMENT AND COMPLIANCE GUIDE

NCI BUILDING SYSTEMS, INC. FOREIGN CORRUPT PRACTICES ACT POLICY STATEMENT AND COMPLIANCE GUIDE NCI BUILDING SYSTEMS, INC. FOREIGN CORRUPT PRACTICES ACT POLICY STATEMENT AND COMPLIANCE GUIDE Introduction The Foreign Corrupt Practices Act as amended by the International Anti-bribery and Fair Competition

More information

PEPs and the FCPA. Presented to 10 th Puerto Rican Symposium of Anti Money Laundering. February 28 March 1, 2013

PEPs and the FCPA. Presented to 10 th Puerto Rican Symposium of Anti Money Laundering. February 28 March 1, 2013 PEPs and the FCPA Presented to 10 th Puerto Rican Symposium of Anti Money Laundering February 28 March 1, 2013 by Jay Perlman, Director Global Investigations & Compliance, Navigant Table of Contents I.

More information

Anti-Bribery Policy (Global)

Anti-Bribery Policy (Global) Anti-Bribery Policy (Global) 1. Policy Summary The nature of our business often requires that we interact with officials of various governments around the world. Our Code of Business Conduct, the law and

More information

ANTI-CORRUPTION POLICY AND PROCEDURES

ANTI-CORRUPTION POLICY AND PROCEDURES ANTI-CORRUPTION POLICY AND PROCEDURES EXECUTIVE SUMMARY The nature of the oil, gas and power industries requires STS Consulting Services, LLC ( Company ) to operate in a wide range of legal and business

More information

The ITAR and the FCPA: What You Disclose May Hurt You. October 7, 2014

The ITAR and the FCPA: What You Disclose May Hurt You. October 7, 2014 The ITAR and the FCPA: What You Disclose May Hurt You October 7, 2014 Presenters Mark Srere Bryan Cave LLP Susan Kovarovics Bryan Cave LLP 2 Agenda Background on the FCPA Background on ITAR ITAR Part 129

More information

Michael Volkov Partner, Washington, DC mvolkov@mayerbrown.com. Richard M. Rosenfeld Partner, Washington, DC rrosenfeld@mayerbrown.

Michael Volkov Partner, Washington, DC mvolkov@mayerbrown.com. Richard M. Rosenfeld Partner, Washington, DC rrosenfeld@mayerbrown. Anti Anti--Corruption Compliance for Private Equity and Hedge Funds Michael Volkov Partner, Washington, DC mvolkov@mayerbrown.com Richard M. Rosenfeld Partner, Washington, DC rrosenfeld@mayerbrown.com

More information

An Overview of the U.S. Foreign Corrupt Practices Act of 1977. Frankfurt, 18 March 2013 Christophe Guibert de Bruet

An Overview of the U.S. Foreign Corrupt Practices Act of 1977. Frankfurt, 18 March 2013 Christophe Guibert de Bruet An Overview of the U.S. Foreign Corrupt Practices Act of 1977 Frankfurt, 18 March 2013 Christophe Guibert de Bruet OVERVIEW 1) History of the FCPA 2) Relevant Provisions 3) Enforcement and Recent Trends

More information

Supplier Anti-Corruption and Anti- Bribery Policy

Supplier Anti-Corruption and Anti- Bribery Policy Supplier Anti-Corruption and Anti- Bribery Policy 2014 Dwellworks Contents Purpose and Scope... 3 Core Principles... 4 Guidelines for Anti-Corruption and Anti-Bribery Compliance... 5 Applicable Definitions...

More information

STATEMENT FROM THE CHAIRMAN

STATEMENT FROM THE CHAIRMAN STATEMENT FROM THE CHAIRMAN In an ever-changing global marketplace, it is important for all of us to have an understanding of the responsibilities each of have in carrying out day-to-day business decisions

More information

Global Anti-Corruption and Bribery Policy GULFMARK OFFSHORE, INC. GLOBAL ANTI-CORRUPTION AND BRIBERY POLICY

Global Anti-Corruption and Bribery Policy GULFMARK OFFSHORE, INC. GLOBAL ANTI-CORRUPTION AND BRIBERY POLICY GULFMARK OFFSHORE, INC. GLOBAL ANTI-CORRUPTION AND BRIBERY POLICY 1 TABLE OF CONTENTS Sections I II III IV V VI VII VIII IX X XI XII XIII XIV Introduction Scope Purpose Compliance Effective Date General

More information

FOREIGN CORRUPT PRACTICES ACT COMPLIANCE POLICY

FOREIGN CORRUPT PRACTICES ACT COMPLIANCE POLICY FOREIGN CORRUPT PRACTICES ACT COMPLIANCE POLICY The following guidelines are derived from the United States Foreign Corrupt Practices Act ( FCPA ), and no deviation from these guidelines is permitted.

More information

The Legal and Policy Framework of the U.S. FCPA

The Legal and Policy Framework of the U.S. FCPA The Legal and Policy Framework of the U.S. FCPA Combating Corruption When Doing Business Globally: Corporate Compliance Programs and the FCPA November 6, 2009 Paul E. McGreal Associate Dean and Professor

More information

BBC. Anti-Bribery Policy. June 2011

BBC. Anti-Bribery Policy. June 2011 BBC Anti-Bribery Policy June 2011 CONTENTS CLAUSE 1. Anti-Bribery Policy statement... 1 2. Who is covered by the policy?... 2 3. What is bribery?... 2 4. Gifts and hospitality... 3 5. Gifts and hospitality

More information

TRANSNATIONAL JOINT VENTURES. & the importance of fcpa compliance

TRANSNATIONAL JOINT VENTURES. & the importance of fcpa compliance TRANSNATIONAL JOINT VENTURES & the importance of fcpa compliance EXECUTIVE SUMMARY Many of the FCPA investigations pursued by the DOJ/SEC in recent years involve transnational joint ventures. Prior to

More information

What You Need to Know about the U.S. Foreign Corrupt Practices Act

What You Need to Know about the U.S. Foreign Corrupt Practices Act What You Need to Know about the U.S. Foreign Corrupt Practices Act Angella Castille Faegre Baker Daniels LLP Presentation to Indiana University October 9, 2012 Overview Introduction Enforcement Trends

More information

Course 4800: Understanding the Foreign Corrupt Practices Act - FCPA (1 day)

Course 4800: Understanding the Foreign Corrupt Practices Act - FCPA (1 day) Course 4800: Understanding the Foreign Corrupt Practices Act - FCPA (1 day) Course introduction This one-day course provides a detailed review of the anti-bribery provisions of the Foreign Corrupt Practices

More information