June 24 25, 2013 InterContinental Hotel, São Paulo, Brazil. Keynote Address:

Transcription

1 June 24 25, 2013 InterContinental Hotel, São Paulo, Brazil 3 rd Latin America Summit on Anti-Corruption 3ª Cúpula da América Latina sobre Anti-Corrupção How to Tailor Your Compliance Program and Internal Controls for Your Latin America Operations Amid an Increasingly Complex Enforcement Environment Learn How These Companies are Implementing Compliance and Risk Management Strategies: Isabel Gomes 3M Alexandre da Cunha Serpa Alcon Laboratories Ramiro Cabrero Sorrentino Baker Hughes Denis Jacob Becton Dickinson Olga Pontes Braskem Liliana Arimany CEVA Logistics Gabriela Roitburd Covidien Sergio Pinto Johnson & Johnson Rico Baumann MAN Latin America Felipe Maldonado Garcia Oracle Join Interactive Post-Summit Working Groups June 26, 2013: A How to Make Sure to Your Latin American Operations Are Meeting U.S. Anti-Corruption Standards: Practical Review of SEC and DOJ Joint FCPA Guidance on the Hallmarks of Effective Compliance Programs B Carlos Lanardonne Novartis Argentina Jose Martin Pentair Natasha Trifun Pfizer Flavia Ribas Philips Wagner Giovanini Siemens Fred Ratliff Shell Oil Fernando Palma Stryker Andrea Cardoso Volkswagen do Brasil Marco Padilla Weatherford International A Practical Guide Into Anti-Corruption TRAINING: How to Create a Robust, Culturally-Sensitive and Practical Training Curriculum for All Employees and Third Parties Keynote Address: Sergio Nogueira Seabra President Secretary for Corruption Prevention Controller General s Office Brazil Special, Enhanced Focus on MINIMIZING THIRD PARTY RISKS Standards to apply when evaluating agents, distributors, intermediaries and brokers in Latin America Reducing risk when pressured by the government to use a specific third party Overcoming cultural challenges unique to Latin America, developing a partner code of conduct, and training third parties on how to comply with applicable anti-corruption laws Terminating contracts with dubious third parties Benefit from NEW interactive discussions: Conducting effective risk assessments and designing the appropriate internal controls Contrasting FCPA, UKBA, and Brazil s Current Anti-Corruption Laws How to Minimize Your Overall Risk of Liability for Operations in Latin America Collective Action Clean Games for World Cup 2014 and Olympics 2016 Preventing Pitfalls and Risks When Bidding for Contracts Associated With These Games Bill of Law What to Make of Brazil s Pending Clean Company Act Anti-Corruption Best Practices Think Tank Hear from industry experts how companies doing business in Latin America are strengthening their programs Inside an Effective Anti-Corruption Internal Investigation in Latin America: Scoping Your Action Plan from A to Z PLUS, Gain Practical Insights on: Recent SEC and DOJ Joint FCPA Guidance and its impact your program How to communicate with your employees in Latin America and keep them engaged What is triggering Government investigations in Latin America Lessons learned from the latest cases and the implications for your compliance program Earn CPE/CLE Credits Earn TASA Credits Agenda Português página 3 Principal Sponsor: Sponsored By: Exhibitors: Clarity in a complex world Register Now AmericanConference.com/ACBrazil

2 Anti-Bribery Investigations and Prosecutions are Increasing in Latin America and Around the Globe. Can your Anti- Corruption Compliance Program Sustain the Heat of a Government Investigation? Learn What it Takes to Ensure Your Operations are Compliant with the FCPA, UKBA, and relevant laws in the Latin American Region. Conference Advisory Board: Comprised of a select group of Latin America Anti-Corruption leaders, the Conference Advisory Board includes experts driving the anticorruption compliance movement in Latin America. Board members provide guidance on the overall direction of the program, identification of speakers, and core conference features and benefits. Meet the Board: The Latin American market is growing tremendously, particularly in Brazil. More growth means more opportunity, but also more risk of corruption. With a score of 43 on Transparency International s Corruption Perception Index, the Brazil market brings serious corruption challenges. Heightened anti-corruption enforcement will affect more companies doing business in Latin America than ever before. Now is the time to demonstrate to employees and the enforcement agencies that anti-corruption is an important corporate objective that is taken seriously in Latin America. The highly-rated 3rd Latin America Summit on Anti-Corruption will bring together leading anti-corruption industry experts and counsel in Latin America for unparalleled networking and benchmarking opportunities. This event will cover important topics, including: Wagner Giovanini Cluster Compliance Officer South America Siemens Ltda Fernando Palma Compliance Officer, Americas Stryker Corporation Carlos Ayres Co-Chair of the Anti-Corruption Compliance Committee Brazilian Institute of Business Law (IBRADEMP) Flavia Ribas Latin America Fraud Risk Director Philips Mona Clayton Partner, Forensic Services PwC Natasha Trifun Brazil Compliance Officer Pfizer, Inc. Third Party Risks: Applying the right level of due diligence when vetting and selecting local agents, brokers, intermediaries and distributors in Latin America Bill of Law 6.826: What to make of Brazil s pending Clean Company Act Creating a Culture of Communication and Compliance in Latin America: How to communicate with employees throughout the company and keep them engaged Clean Games : Preventing pitfalls when bidding for contracts associated with the World Cup 2014 and the Olympics 2016 Conducting an Effective Anti-Corruption Risk Assessment in Latin America Also benefit from: Special session with the Controller General s Office Brazil Case Study on how to scope an Internal Investigation from start to finish and determine your action plan Interactive Q&A Session: How to Prevent Gift, Entertainment, and Hospitality Trip Wires Enhance Your Experience with New Working Groups A: SEC and DOJ Joint FCPA Guidance on the Hallmarks of Effective Compliance Programs: How to Make Sure to Your Latin American Operations Are Meeting U.S. Anti-Corruption Standards B: A Practical Guide Into Anti-Corruption TRAINING: How to Create a Robust, Culturally-Sensitive and Practical Anti-Corruption Training Curriculum for Employees and Third Parties and Successfully Conduct Training Register early to guarantee your place and take advantage of early bird discounts. Call (UK); (USA); or register online at This Exclusive Conference is Especially Designed for: Corporate Counsel - International Trade Counsel - Import/Export Compliance - Trade and Regulatory Counsel - Government Affairs - Contracts Compliance Officers Ethics Officers Directors, Internal Audit Directors, Import Export Compliance Directors, Business Conduct Forensic Accountants Auditors Certified Fraud Examiners Directors, Corporate Audits and Investigations International Contract Managers Outside Counsel specializing in: - International Trade - Corporate Compliance - White Collar Crime - Internal Investigations - Anti-Money Laundering - Corporate Governance ACI runs the most successful portfolio of anti-corruption conferences in the world: What attendees have said about previous São Paulo conferences: It was a very good event and the subjects were very relevant Petrobas Event was excellent. CEVA Logistics Top-notch content, very useful, not a moment wasted. High caliber event. Jones Day Very well-organized. Johnson & Johnson Excellent speakers, good structure, great timing. Oracle Principal Sponsor: PwC's Forensic Services team of experienced professionals is dedicated to meeting the challenges caused by fraud allegations, financial crimes and other irregularities. Our portfolio of services includes: Financial Crime Examinations, Forensic Technology Solutions, Regulatory Compliance Reviews, Fraud Risk Management and Fraud Prevention, Dispute Analysis and Litigation Support. The Forensic Services team also manages the PwC Fraud Forum, an exclusive community where members can gain knowledge, participate in events and share important insights on preventing, detecting and investigating fraud, corruption and economic crime. See and for more information. Global Sponsorship Opportunities With more than 500 conferences in the United States, Europe, Asia Pacific, and Latin America, American Conference Institute (ACI) provides a diverse portfolio devoted to providing business intelligence to senior decision makers who need to respond to challenges spanning various industries in the US and around the world. As a member of our sponsorship faculty, your organization will be deemed as a partner. We will work closely with your organization to create the perfect business development solution catered exclusively to the needs of your practice group, business line or corporation. For more information about this program or our global portfolio of events, please contact: Wendy Tyler Head of Sales, American Conference Institute Tel: x5242 w.tyler@americanconference.com

3 RESUMO DO PROGRAMA PRIMEIRO DIA 24 DE JUNHO DE :30 Abre a inscrição e café 8:30 Conferência dos co-presidentes, comentários iniciais 8:45 Como minimizar riscos de terceiros: Aplicar o nível correto de diligência devida ao vetar e escolher agentes locais, corretores e intermediários e distribuidores na América Latina. 9:45 Comparando FCPA, UKBA e a atual legislação brasileira anticorrupção: Como minimizar seu risco total de responsabilidade em operações na América Latina. 10:45 Intervalo para café 11:00 Projeto de lei O que fazer com a Lei da empresa limpa do Brasil, ainda pendente. 11:45 Discurso de Abertura 12:15 O que está acontecendo na região? Atualização sobre o ambiente de regulamentação e de aplicação da lei anticorrupção na Argentina, Venezuela, Colômbia e México. 13:15 Almoço de confraternização para oradores e participantes 14:30 Criação de uma cultura de comunicação e compliance: Como fazer a comunicação com funcionários de todos os níveis da empresa e mantê-los engajados e observando seu programa anticorrupção. 15:15 Intervalo para lanche 15:30 Minimizando riscos anticorrupção em fusões e aquisições: Como conduzir uma eficaz diligência devida na pré-fusão para detectar riscos e mitigar possível responsabilidade sucessória. 16:45 Jogos Limpos e Ação Coletiva para a Copa do Mundo de 2014 e as Olimpíadas de 2016: Prevenção de perigos imprevistos e de riscos nas licitações de contratos associados a esses jogos. 17:30 A conferência fica suspensa até o segundo dia SEGUNDO DIA 25 DE JUNHO DE :30 Conferência dos co-presidentes, comentários iniciais. 8:35 ESTUDO DE CASO: Dentro de uma investigação interna efetiva na América Latina Organizando seu Plano de Ação de A a Z. 9:45 Conduzindo uma avaliação eficaz de risco anticorrupção na América Latina: Como determinar o seu perfil de risco e projetar seus controles internos corretos 10:45 Intervalo para café 11:00 Lidando com a conduta corrupta de um funcionário: Ações disciplinarias e rescisão do contrato de trabalho de acordo com a legislação brasileira. 11:45 Sessão interativa de perguntas e respostas: Como evitar armadilhas de presentes, entretenimentos e hospitalidade. 12:45 Almoço de confraternização para oradores e participantes 14:00 Discurso Especial: Bancos multilaterais de desenvolvimento Aplicação da lei, penas e coordenação de investigações. 14:30 Elementos essenciais de um programa eficaz de supervisão e monitoramento de terceiros 15:15 Intervalo para lanche 15:30 Painel sobre benchmarking interativo e melhores práticas: O que deve ser feito no compliance anticorrupção para evitar os erros mais dispendiosos. 16:30 ESTUDO DE CASO: Minimizando a exposição aos riscos nas joint ventures e consórcios na América Latina 17:15 Lidando com solicitações de subornos ao obter licenças, autorizações e certificações do governo 18:00 Fim da conferência GRUPOS DE TRABALHO INTERATIVOS 26 DE JUNHO DE 2013 WORKSHOP A: 9:00 12:30 (A inscrição abre às 8:30) Como verificar que suas operações na América Latina atendam aos padrões norteamericanos de anticorrupção: Orientação conjunta sobre a Lei de Práticas Corruptas Estrangeiras (FCPA) da Comissão de Títulos e Câmbio (SEC) e do Departamento da Justiça (DOJ) WORKSHOP B: 13:30 17:00 (A inscrição abre às 13:00) Um guia prático de treinamento anticorrupção: Como construir um currículo de treinamento sólido, sensível à cultura e prático para funcionários e terceiros e conduzir com sucesso o treinamento. Day One June 24, :30 Registration Begins and Coffee 8:30 Conference Co-Chairs Opening Remarks Flavia Ribas Latin America Fraud Risk Director, Philips (São Paulo) Natasha Trifun Brazil Compliance Officer, Pfizer, Inc. (São Paulo) 8:45 How to Minimize Third Party Risks: Applying the Right Level of Due Diligence When Vetting and Selecting Local Agents, Brokers, and Intermediaries and Distributors in Latin America Natasha Trifun Brazil Compliance Officer, Pfizer, Inc. (São Paulo) Juan Morillo Partner, Cleary Gottlieb Steen & Hamilton (USA) How to establish appropriate front-end vetting and screening protocols based on the type of relationship and interests represented by the third party one size does not fit all How to use due diligence based on the level of risk and services provided by third party Background and reputation checks what to look for before going too far in the diligence process How much government ownership or affiliation is enough to interest enforcement agencies - Ownership, qualifications, social and political connections and financial links - Government affiliations with foreign consulting agents, engineers or project managers - Familial relationships and friendships Conducting in-person meetings to verify representations and train third party employees What government authorities will expect you to have in your files Overcoming cultural and legal challenges unique to Latin America when interviewing and auditing local intermediaries Reducing risk when political pressure from government to use a specific third party is exercised Structuring appropriate anti-bribery provisions in contracts Developing a partner code of conduct, and training third parties on how to comply with applicable anti-corruption laws Terminating contracts with dubious third parties 9:45 Contrasting FCPA, UKBA, and Brazil s Current Anti- Corruption Laws: How to Minimize Your Overall Risk of Liability for Operations in Latin America Philip Urofsky Partner, Shearman & Sterling (USA) Vitor Rogério da Costa (Invited) Senior Partner, Vitor Costa Advogados (São Paulo) Becoming and remaining compliant with anti-corruption legislation around the world is one of the most challenging aspects of an effective anti-corruption compliance program. This session will take you through the pillars of each statute, and highlight the similarities and difference that you must keep in mind in order to comply with all three jurisdictions laws. Who is (and is not) covered by the FCPA, UKBA, and Brazilian law? Discussing the basic elements of the laws, and defining bribery under Brazil law

4 UK Bribery Act, Section 7 - How to avoid liability for failure to prevent persons from bribing on your behalf - What is the defense of adequate procedures under the law? What are permissible and impermissible payments under each law Comparing and contrasting third parties due diligence requirements What to do in case of a potential violation under each law Enforcement and execution of anti-bribery laws in Brazil Fundamentals of an anti-corruption program compliant with all three jurisdictions How concerned should foreign companies be with local laws - Are FCPA settlements and voluntary disclosures to the U.S. government catalysts for separate investigation in Brazil and other Latin American countries? 10:45 Coffee Break 11:00 Bill of Law What to Make of Brazil s Pending Clean Company Act Rafael Gomes Partner, Chediak Advogados (São Paulo) Carlos Ayres Co-Chair of the Anti-Corruption Compliance Committee Brazilian Institute of Business Law (IBRADEMP) (São Paulo) Who is covered by Bill of Law 6.826? - Companies, individuals, government officials? What is the extraterritorial reach of the proposed legislation What are the risks for corporations? Strict Liability no intent required government simply required to show that bribes were paid - Is there some sort of middle ground between strict liability and a requirement of intent? What are the sanctions to be imposed, and are they too harsh? What credit will be given to companies who voluntarily disclose? Why is this proposed legislation being stalled in the legislature? Would Bill bring Brazil into compliance with OECD Conventions? 11:45 Keynote Address: Sergio Nogueira Seabra President Secretary for Corruption Prevention Controller General s Office Brazil 12:15 What s Happening in the Region? Update on the Anti-Corruption Regulatory & Enforcement Environment in Argentina, Venezuela, Colombia and Mexico Fred Ratliff Senior Counsel, Anti-Bribery and Corruption Shell Oil Company (USA) Pedro Serrano Espelta Partner, Marval, O Farrel & Mairal (Argentina) Daniel Rodriguez Bravo Senior Associate, Brigard & Urrutia (Colombia) Current legislation on the books in Argentina, Venezuela, Colombia, and Mexico - Are these laws being enforced locally? What is the prevalence of State Owned Entities and the corresponding anti-corruption implications? How strong are Labor Unions, and to what extent do Union leaders play a quasi-governmental role? How has recent violence in these countries impacted the reporting of corruption? Case Studies practical real-life scenarios from each country 13:15 Networking Luncheon for Speakers and Attendees 14:30 Creating a Culture of Communication and Compliance: How to Communicate with Employees at all Levels of the Company and Keep Them Engaged In Your Anti-Corruption Initiatives Felipe Maldonado Garcia Forensic Audit Manager, Latin America, Oracle (São Paulo) Andrea Cardoso Governance, Risk & Compliance, Volkswagen do Brasil Indústria de Veículos Automotores Ltda (São Paulo) How to ensure regular communication with employees regarding anti-corruption compliance efforts Obtaining a commitment from senior management to anti-corruption compliance Localizing your code of conduct and training curriculum to ensure buy-in from employees at all levels in Latin America Identifying anti-corruption ambassadors in your organization and giving them the tools they need to spread the word Understanding the training needs of your employees, and matching those needs with the appropriate resources Establishing a feedback loop getting valuable input directly from employees on how to increase employee engagement Employee engagement best practices what companies are doing well 15:15 Refreshment Break 15:30 Minimizing Anti-Corruption Risks in M&As: How to Conduct Effective Pre-Merger Due Diligence to Detect Risk and Mitigate Potential Successor Liability Ramiro Cabrero Sorrentino Latin American Region Ethics & Compliance Counsel Baker Hughes (Argentina) Rico Baumann Corporate Lawyer, Compliance Officer MAN Latin America (São Paulo) Renata Muzzi Partner, Tozzini Freire Advogados (São Paulo) Mona Clayton Panel Moderator Partner, Forensic Services, PwC (USA) Assessing the target s business model and how its employees interact with government officials to assess the full scope of risk - Conducting a thorough review of the target s sales practices, business model and third parties - Carefully reviewing compliance sensitive accounts and evaluating target s awareness of risk What prospective acquirers should look for in a target s anticorruption compliance program - Policies and procedures, training, auditing and internal controls - Target s tracking of interaction with government officials, or lack thereof Reputational due diligence: what is the reputational, cultural, and societal standing of the individuals involved in the transaction? What to do if pre-merger due diligence efforts reveal problems - Pros and cons of disclosure to authorities - Waiver implications under Brazil, US, and UK law if you do not raise target s potential anti-corruption violations

5 Negotiating representations and warranties regarding compliance with anti-corruption requirements, adequacy of internal controls, and accuracy of accounting records Post-closing issues - Establishing compliance programs and internal controls in the new entity - Addressing post-closing investigations and regulatory obligations 16:45 Clean Games and Collective Action for World Cup 2014 and Olympics 2016: Preventing Pitfalls and Risks When Bidding for Contracts Associated With These Games Wagner Giovanini Cluster Compliance Officer South America Siemens Ltda (São Paulo) Caio Magri Public Policies Advisor, Instituto Ethos (São Paulo) Isabel Gomes Panel Moderator Director, Legal Affairs, 3M General Counsel (São Paulo) What is Collective Action? - How can companies, governments and civil society organizations join forces in order to guarantee transparency in business transactions? - What role do government, companies, and civil societies each play in collective action? - Understanding the benefits of collective action What are the objectives of the Clean Games? - Transparency, integrity, oversight Your company s role in the Clean Games - corporate self-regulation mechanisms through the establishment of Sector Agreements - Sectors: Construction, Energy, Transportation and Health equipment 17:30 Conference Adjourns to Day Two Day Two June 25, :30 Conference Co-Chairs Opening Remarks 8:35 CASE STUDY: Inside an Effective Anti-Corruption Internal Investigation in Latin America Scoping Your Action Plan from A to Z Flavia Ribas Latin America Fraud Risk Director, Philips (São Paulo) Esther Flesch Partner, Trench, Rossi & Watanabe (São Paulo) Leonardo Lopes Director, Forensic Services Brazil, PwC Brazil (São Paulo) During this strategic and practical session, expert speakers will take you through a case study of an internal investigation that will explore: Identifying red flags to signal when an internal investigation should take place - What are the red flags unique to Latin America? Determining the scope of the investigation and the action plan Identifying who should conduct the investigation and dealing with external auditors Practical interview techniques to ensure you get the information you are seeking, including cultural considerations Steps to take to ensure that attorney-client privilege is protected Managing multiple parties: coordinating the investigation between the company, third parties, outside counsel and accounting firms What to do when a violation is discovered Dealing with inconclusive findings Knowing when the investigation has been exhausted 9:45 Conducting an Effective Anti-Corruption Risk Assessment in Latin America: How to Determine Your Risk Profile and Design the Right Internal Controls Olga Pontes Head of Internal Audit, Compliance and XLine Braskem (São Paulo) Pablo Bentes Director of International Trade & Investment Steptoe & Johnson (USA) Martin Whitehead Partner, Forensic Services, PwC Brazil (São Paulo) Identifying risks based on transactional practices, forensic profile of third parties and extent of interaction with government officials Assessing management, employee, vendor, and agent knowledge and awareness of anti-corruption rules Conducting a customer risk analysis to identify government or government official ownership interests or other nexus Tracing payments to third parties including sales agents and commercial agents, accumulating electronic data and conducting interviews Ensuring proper documentation of contributions, marketing expense, and accounts payable Selecting samples of high-risk transactions for further analysis Reporting findings to compliance officers, audit committees, and legal counsel Understanding what your system of internal controls needs to accomplish Implementing key controls to prevent improper payments and fraud Leveraging your financial accounting system to flag questionable payments 10:45 Coffee Break 11:00 Addressing an Employee s Corrupt Conduct: Disciplinary Actions and Termination of Employment Contracts in Compliance with Brazilian Law Renato Canizares Partner, Demarest e Almeida Advogados (São Paulo) Estêvão Mallet Partner, Mallet Advogados Associados (São Paulo) Evaluating the risk level of corrupt behavior based on: - Number of people who are involved, seniority of the employees, reasons given for corrupt conduct Deciding which disciplinary actions should be taken based on risk levels and company policy: re-training, employment suspension, demotion and employment termination Overview of the legal grounds and restrictions for employment termination under Brazilian employment law - In what aspect is Brazilian law over-protective of employees accused of corrupt conduct? When you should consider terminating the employment contract and the associated potential litigation and arbitration risks Real life examples of compensation offered for the employees to walk away Discussing government expectations regarding corporate disciplinary actions in response to discovered corruption-related violations

6 11:45 Interactive Q&A Session: How to Prevent Gift, Entertainment, and Hospitality Trip Wires Denis Jacob Senior Commercial Assurance Manager Latin America Becton Dickinson (São Paulo) Leonardo Ruiz Machado Head of Compliance & Corporate Integrity Machado, Meyer, Sendacz e Opice Advaogados (São Paulo) Contractually-mandated hospitality what is reasonable Gifts and meals identifying what is reasonable vs. customary and who decides where the line is drawn Case Study: Business Travel 101 Overcoming cultural sensitivity challenges Summary of applicable rules in key jurisdictions Implementing a program to monitor and audit hospitality How to address gift and entertainment issues in the Code of Conduct 12:45 Networking Luncheon for Speakers and Attendees 14:00 Multilateral Development Banks How to Stay On Their Good Sides By Understanding Enforcement Priorities, Penalties, and Coordination of Investigations Frank Fariello Lead Counsel, The World Bank (USA) Bernardo Weaver Secretary to the Sanctions Committee Inter-American Development Bank (USA) 14:30 Essential Elements of an Effective Third Party Oversight and Monitoring Program Gabriela Roitburd Legal Manager Brazil, Covidien (São Paulo) Sergio Pinto Regional Lead Officer, Johnson & Johnson (São Paulo) Develop an appropriate third party management plan where to begin and identifying the essential elements of a third party management program Customize internal controls for effective third party oversight Forced marriages should you accept a partner who is forced upon you? How to manage such situations Train your third parties on compliance requirements and expectations Perform compliance audits of your third party management program Terminate a relationship knowing when to end the relationship 15:15 Refreshment Break 15:30 Interactive Benchmarking and Best Practices Panel: Anti-Corruption Compliance Must-Do s to Avoid the Most Costly Mistakes Alexandre da Cunha Serpa Regional Compliance Officer Latin America and Caribbean Alcon Laboratories, Inc. (São Paulo) Carlos Lanardonne Legal Director & Country Compliance Head Novartis Argentina (Argentina) Identifying what your compliance program needs to accomplish in Latin America and how it should be structured and supported Determining if a dedicated Latin America regional compliance team is vital to the success of your compliance program Monitoring compliance with your program and conducting compliance audits Understanding what tools and techniques companies are using to build and fine-tune their anti-corruption programs Best practices of companies that have built effective compliance programs in Latin America and around the world 16:30 CASE STUDY: Minimizing Risk Exposure in Joint Ventures and Consortia in Latin America Richard Fogarty Director, Latin America Practice Leader, Global Investigations and Compliance, Berkeley Research Group (USA) Maria-Leticia Ossa-Daza Latin American Counsel, Willkie Farr & Gallagher LLP (Mexico) Due diligence: how to design and implement for a successful joint venture Identifying special risks for JVs and consortia that other third party relationships may not have What safeguards can be put in place in operating and staffing your Latin American joint venture? Should contact provisions track the language of the anti-corruption statute, or just provide a warranty that the JV partner will abide by the the statute? What issues may arise if the JV includes a government partner How to conduct an investigation of a joint-venture when a problem arises Resolving disputes among partners should a bribery issue arise How to work with joint-venture partners that don t share your anti-corruption commitment What enforcement agencies will expect you to have in your files 17:15 Dealing with Requests for Bribes When Obtaining Government Licenses, Permits and Certifications Marco A. Padilla Merigo Regional Compliance Counsel Latin America, Ethics & Compliance Group, Office of Global Compliance Weatherford International (USA) Lucienne Zaka Vice President Legal South America Metso Minerals (São Paulo) Understanding what licenses, permits, or certifications are legally required to identify fabricated requests for approvals Identifying key risk areas during the approval process when dealing with various government agencies Understanding how best to work with government officials when obtaining regulatory approvals How can you avoid using despachantes or other third parties? Obtaining an invoice and supporting documentation from the licensing agency to prevent lapses that might lead to an anticorruption violation Conducting a review of how your company obtains licenses, permits and certifications to ensure compliance 18:00 Conference Ends

7 Interactive Working Groups June 26, 2013 Workshop A: 9:00 12:30 (Registration Begins at 8:30) How to Make Sure to Your Latin American Operations Are Meeting U.S. Anti-Corruption Standards: SEC and DOJ Joint FCPA Guidance on the Hallmarks of Effective Compliance Programs Jose Martin Associate General Counsel, Pentair, Inc. (USA) Matteson Ellis Partner, Matteson Ellis Law, PLLC (USA) Eric Snyder Partner, Kobre & Kim (USA) Chapter Five of the SEC and DOJ s Joint Guidance lays out the guiding principles of enforcement and gives specific direction as to the Hallmarks of Effective Compliance Programs. This working group is dedicated entirely to these hallmarks and the impact it will have on your anti-corruption compliance program in Latin America. Take advantage of the opportunity to ask specific questions on risk assessment, thirdparty due diligence, employee training, and other the hot topics keeping you up at night. Topics will include: Gaining commitment from Senior Management and a Clearly Articulated Policy Against Corruption Code of Conduct and Compliance Policies and Procedures Oversight, Autonomy, and Resources Effective Risk Assessment Training and Continuing Advice Incentives and Disciplinary Measures Third-Party Due Diligence and Payments Confidential Reporting and Internal Investigation Continuous Improvement: Periodic Testing and Review M&A: Pre-Acquisition Due Diligence and Post-Acquisition Integration Workshop B: 13:30 17:00 (Registration Begins at 13:00) A Practical Guide Into Anti-Corruption TRAINING: How to Create a Robust, Culturally-Sensitive and Practical Anti-Corruption Training Curriculum for Employees and Third Parties and Successfully Conduct Training Fernando Palma Compliance Officer, Americas, Stryker Corporation (São Paulo) Sergio Pinto Regional Lead Officer, Johnson & Johnson (São Paulo) Liliana Arimany Regional Compliance Manager Americas CEVA Logistics (Argentina) Training employees and third-party business representatives is among the most challenging aspects of having a successful anti-corruption compliance program and one that many companies struggle to get right. The first and most important step in getting training right is tailoring the training message to the job function and the risks specific to the audience being trained. At this unique working session, workshop leaders will share their training strategies and approach and take you through the fundamentals of developing an effective training curriculum tailored to your audience. Topics will include: Localizing your training curriculum how to best address cultural nuances and risks that are specific to the particular jurisdiction in Latin America How to get the training message right for sales and marketing, finance and accounting, legal, audit, regulatory, procurement and logistics and operational management Adequately communicating anti-corruption standards, policies and processes and testing that they are understood Determining what additional training is required for high risk employees, third parties and those in high risk markets How to avoid training fatigue and decide if additional or refresher training is needed How to use training as a monitoring tool Measuring the effectiveness of your training program Continuing PROFESSIONAL EDUCATION Credits American Conference Institute (ACI) will apply for Continuing Professional Education credits for all conference attendees who request credit. There are no pre-requisites and advance preparation is not required to attend this conference. Course objective: Update on the FCPA and Anti-Corruption compliance with regards to inappropriate payments. Recommended CPE Credit: 16.0 hours for main program; 4.0 hours for the each workshop. ACI is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be addressed to the National Registry of CPE Sponsors, 150 Fourth Avenue North, Suite 700, Nashville, TN, or by visiting the web site: To request credit, please check the appropriate box on the Registration form. Exhibitor: Thomson Reuters Governance, Risk and Compliance (GRC) business unit provides comprehensive solutions that connect our customers business to the ever-changing regulatory environment. GRC serves audit, compliance, finance, legal, and risk professionals in financial services, law firms, insurance, and other industries impacted by regulatory change. The Accelus suite of products provides powerful tools and information that enable proactive insights, dynamic connections, and informed choices that drive overall business performance. Accelus is the combination of the market-leading solutions provided by the heritage businesses of World-Check. IntegraScreen, and Complinet. Continuing Legal Education Credits Earn CLE Credits Accreditation will be sought in those jurisdictions requested by the registrants which have continuing education requirements. This course is identified as nontransitional for the purposes of CLE accreditation. ACI certifies that the activity has been approved for CLE credit by the New York State Continuing Legal Education Board in the amount of 16.0 (2.0 Ethics) hours. An additional 4.0 credit hours will apply to each workshop participation. ACI certifies that this activity has been approved for CLE credit by the State Bar of California in the amount of 13.5 (1.75 Ethics) hours. An additional 3.5 credit hours will apply to each workshop participation. You are required to bring your state bar number to complete the appropriate state forms during the conference. CLE credits are processed in 4-8 weeks after a conference is held. ACI has a dedicated team which processes requests for state approval. Please note that event accreditation varies by state and ACI will make every effort to process your request. Questions about CLE credits for your state? Visit our online CLE Help Center at TASA Approved Training ACI certifies that this activity has been approved for TASA course credit in the amount of 6 credit hours. An additional 2 credits will apply to working group A and B participation. TASA candidates are required to complete the appropriate TASA forms during the conference. TASA credits are processed in 1-3 weeks after a conference is held. TRACE Anti-Bribery Specialist Accreditation (TASA) is a comprehensive training and certification program focused on anti-bribery compliance. To learn more about accreditation, please visit or contact Virna Di Palma at dipalma@traceinternational.org. American Conference Institute, 2013 Media & Association Partners:

8 June 24 25, 2013 InterContinental Hotel, São Paulo, Brazil 3 rd Latin America Summit on Anti-Corruption 3ª Cúpula da América Latina sobre Anti-Corrupção How to Tailor Your Compliance Program and Internal Controls for Your Latin America Operations Amid an Increasingly Complex Enforcement Environment PRIORITY SERVICE CODE 993L13.WEB REgistration form Attention Mailroom: If undeliverable to addressee, please forward to: International Trade Counsel, Ethics & Compliance Officer, General Counsel Benchmark Anti-Corruption Compliance Strategies and Network with Senior Industry Executives from: 3M Alcon Laboratories Baker Hughes Becton Dickinson Braskem CEVA Logistics Covidien Johnson & Johnson MAN Latin America Novartis Argentina Oracle Pentair Pfizer Philips Siemens Shell Oil Company Stryker Corporation Volkswagen do Brasil Weatherford International Registration Fee The fee includes the conference all program materials continental breakfasts lunches and refreshments. Payment Policy Payment must be received in full by the conference date. All discounts will be applied to the Conference Only fee (excluding add-ons), cannot be combined with any other offer, and must be paid in full at time of order. Group discounts available to individuals employed by the same organization. Cancellation and Refund Policy You must notify us by at least 48 hrs in advance if you wish to send a substitute participant. Delegates may not share a pass between multiple attendees without prior authorization. If you are unable to find a substitute, please notify American Conference Institute (ACI) in writing up to 10 days prior to the conference date and a credit voucher valid for 1 year will be issued to you for the full amount paid, redeemable against any other ACI conference. If you prefer, you may request a refund of fees paid less a 25% service charge. No credits or refunds will be given for cancellations received after 10 days prior to the conference date. ACI reserves the right to cancel any conference it deems necessary and will not be responsible for airfare hotel or other costs incurred by registrants. No liability is assumed by ACI for changes in program date content speakers or venue. Conference Code: 993l13-spo o YES! Please register the following delegate for 3 rd Annual Latin America Summit on Anti-Corruption contact details NAME APPROVING MANAGER ORGANIZATION POSITION POSITION Hotel Information The American Conference Institute is pleased to offer event attendees a limited number of hotel rooms at a preferential rate. To book a room at the preferred rate please visit the conference website at com/acbrazil and download a reservation form. Venue: Intercontinental São Paulo Address: Alameda Santos, 1123, São Paulo, SP Brasil Telephone: Incorrect Mailing Information If you would like us to change any of your details please fax the label on this brochure to our Database Administrator at , or data@americanconference.com. ADDRESS CITY STATE ZIP CODE TELEPHONE TYPE OF BUSINESS o I would like to receive CLE accreditation for the following states:. See CLE details inside. FEE PER DELEGATE Register & Pay by Apr 26, 2013 Register & Pay by May 24, 2013 Register after May 24, 2013 o Conference Only $1995 $2195 $2395 o Conference & Workshop oa or ob $2595 $2795 $2995 o ELITEPASS*: Conference & Both Workshops $3195 $3395 $3595 o I cannot attend but would like information on accessing the ACI publication library and archive *ELITEPASS is recommended for maximum learning and networking value. Payment Please charge my o VISA o MasterCard o AMEX o Discover Card o Please invoice me Number Exp. Date cardholder o I have enclosed my check for $ made payable to American Conference Institute (T.I.N ) FAX o ACH Payment ($USD) Please quote the name of the attendee(s) and the event code 993L13 as a reference. USD Currency Account for International Delegates: Beneficiary Name: American Conference Institute Beneficiary Bank Name & Address: HSBC Bank plc, 60 Queen Victoria Street, London EC4N 4TR, UK BIC ( Bank Identifier Code ): MIDLGB22 IBAN: GB52MIDL Sort Code: Easy Ways to Register * ' Ê : 8 MAIL American Conference Institute 45 West 25th Street, 11th Floor New York, NY PHONE / FAX ONLINE AmericanConference.com/ACBrazil CONFERENCE PUBLICATIONS To reserve your copy or to receive a catalog of ACI titles go to or call SPECIAL DISCOUNT We offer special pricing for groups and government employees. Please or call for details. Promotional discounts may not be combined. ACI offers financial scholarships for government employees, judges, law students, non-profit entities and others. For more information, please or call customer service.