The Time is to Act Now March 2 2011 www.pwc.com UK Bribery Act 2010 The Time is to Act Now March 2 2011

Profile Peter Hamilton – PwC Thailand, Forensics Peter has over 10 years of dispute consulting and project management experience focused in fraud investigations, prevention and detection in Asia, Gulf and Europe. Within PwC Thailand he and has performed multiple local internal investigations for multinational companies with Thailand business operations. He has lead forensic teams to conduct investigations in relation to fictitious and nominee vendors, bribery and kickback fraud allegations. Prior to joining PwC Thailand he was employed as an Associate Director for another Big 4 firm in Thailand where he practiced forensic services for three years. He has successfully lead multiple discovery and analysis engagements in the area of fraud and FCPA investigations, computer forensics and multi- disciplinary dispute consulting. Act Now or Pay Later 2 March 2011

Agenda UK Bribery Act 2010 – Salient features The Time is to Act Now UK Bribery Act vs. FCPA Guidance on procedures to prevent bribery Challenge in Implementing Procedures to Prevent Bribery in Thailand Next Steps Act Now or Pay Later 2 March 2011

UK Bribery Act 2010 – Salient features Passed into law on 8 April 2010, commences April 2011 Four key offences Active bribery – paying (public and private sector) Passive bribery – receiving (public and private sector) Bribery of a foreign public official Corporate offence of failure to prevent Liability is triggered by a person acting for or on behalf of the organisation paying a bribe Defence is “adequate procedures” Where a corporate commits bribery, senior officers who “consent” or “connive” are also liable Act Now or Pay Later 2 March 2011

The Time is to Act Now Implications Penalties Reputational damage 10 years imprisonment and /or unlimited fine Personal liability for senior officers who “consent or connive” at offence by corporate entity Implications Reputational damage Potential debarment from tendering for government contracts Professional fees and management costs of defending an investigation Investor confidence Act Now or Pay Later 2 March 2011

UK Bribery Act vs. FCPA Convergence with FCPA Differences from FCPA Applies to public and private sector Facilitation payments criminal Active and passive bribery Convergence with FCPA Exposure for acts of associated parties Extra-territorial reach Increased enforcement actions Act Now or Pay Later 2 March 2011

Guidance on Procedures to Prevent Bribery Ministry of Justice has issued guidance in six principles to aid the prevention of bribery Six key areas of focus: Principle 1 : Risk assessment Principle 2 : Top level commitment Principle 3 : Due diligence Principle 4 : Clear, practical and accessible policies and procedures Principle 5 : Effective implementation Principle 6 : Monitoring and review Act Now or Pay Later 2 March 2011

Challenge in Implementing Procedures to Prevent Bribery in Thailand Principle 1: Fear of finding the ‘unknown’ Risk assessment Frequency of risk assessment Issues of form over substance Principle 2: Absence of a strong ‘tone at the top’ Tone at the top Inconsistency in actions, behavior and words Principle 3: Use of agents or intermediaries – extensive, varying utility Due diligence Driven by business consideration vs. reputation or risk Principle 4: Awareness re: local anti-corruption law Practical policies More questions than answers & procedures More akin to policy documents with little practical relevance Act Now or Pay Later 2 March 2011

Challenge in Implementing Procedures to Prevent Bribery in Thailand (Cont) Principle 5: Absence of ongoing training Effective Do’s and don’ts v. holistic solutions implementation Confidence deficit Principle 6: Ineffective monitoring of gifts, entertainment, hospitality etc. Monitoring and Review Act Now or Pay Later 2 March 2011

Next steps 1. Assess risk 2. Evaluate existing controls Specify 1. Assess risk 2. Evaluate existing controls 3. Target operating model 4. Remediation planning Build 5. Design enhancements Implement 6. Roll-out 7. Implement Business takes ownership 8. Test 9. Follow-up Embed 10. Ongoing monitoring; continuous improvement Act now or pay later 21 October 2010 PwC 18 Act now or pay later 2 March 2010 PwC

Thankyou www.pwc.co.uk/briberyact Alternatively, contact: More information is available on: www.pwc.co.uk/briberyact Alternatively, contact: Vorapong Sutanont Director, Advisory, PwC Thailand +66 (0) 819819439 Vorapong.sutanont@th.pwc.com Peter Hamilton Manager, Advisory, PwC Thailand +66 (0) 819872330 Peter.david.hamilton@th.pwc.com WARNING: The following disclaimer and copyright notices must be customised for your local territory - if you need assistance with appropriate wording, contact your local Risk Management or Office of General Counsel. This publication has been prepared for general guidance on matters of interest only, and does not constitute professional advice. You should not act upon the information contained in this publication without obtaining specific professional advice. No representation or warranty (express or implied) is given as to the accuracy or completeness of the information contained in this publication, and, to the extent permitted by law, [insert legal name of the PwC firm], its members, employees and agents do not accept or assume any liability, responsibility or duty of care for any consequences of you or anyone else acting, or refraining to act, in reliance on the information contained in this publication or for any decision based on it. © 2011 PwC Thailand. All rights reserved. In this document, “PwC” refers to Thailand FAS Advisory Ltd.which is a member firm of PricewaterhouseCoopers International Limited, each member firm of which is a separate legal entity.