UK ANTI BRIBERY ACT TRAINING 2014/2015

Background UK Anti Bribery Act 2010 Entered into force on 1 July 2011 Replaces out-dated UK anti-bribery and corruption legal framework Objectives: To provide a modern, single piece of legislation criminalising bribery To enable effective prosecution of bribery offences

UK Bribery Act 2010: Four separate bribery offences Two “active” offences of bribing and being bribed The offer, promise or giving of a financial or other advantage The bribing a foreign public official A “passive” offence of requesting, agreeing to receive or accepting a financial or other advantage “Corporate” offence of failure of a commercial organisation to prevent bribery

UK Bribery Act 2010 (continued): Penalties For the individual: unlimited fines and up to 10 years imprisonment . For the organisation: unlimited fines and potential debarment from government contracts within the EU. Consequential penalties Reputational damage Legal and investigation costs Loss of management time Loss of key business relationships Competitor claims

UK Bribery Act 2010 (continued): Corporate scope of liability is extreme Broad interpretation of “commercial organisation” A commercial organisation will be liable for the corporate offence if an ‘associated person’ acting on its behalf conducts an active offence of bribery anywhere in the world An ‘associated person’ includes: Employees, consultants, agents, distributors, intermediaries, joint ventures or subsidiaries Conduct ‘all or part’ of a business in the UK regardless of where incorporated or where the bribe was paid Applies to non-UK organisations/individuals Only defence = ‘adequate procedures’ That an organisation did everything it reasonably could have done to prevent bribery in the conduct of its business

UK Bribery Act 2010 (continued): The potential defence for an organisation against the corporate offence of failing to prevent bribery involves having ‘adequate procedures’ in place These adequate procedures are not defined, and in practice will become clearer as we see case law Six key principles are set out as the framework within which to demonstrate adequate procedures Six key principles: •Principle 1: Proportionate procedures •Principle 2: Top-level commitment •Principle 3: Risk assessment •Principle 4: Due diligence •Principle 5: Communication (including training) •Principle 6: Monitoring and review

Bribery Act Compliance – Prevent, Detect, Respond Bribery Act compliance can be summarised in a simple Prevention, Detection, Response model

Bribery Act Compliance – 10 key actions Take a clear anti-bribery stance – sound ethics! Assess where risks lie Allocate management responsibility Have clear policies Spread awareness and keep a record of recipients Conduct risk-based due-diligence (3rd parties, employees) Monitor and audit at-risk functions, contracts, transactions

Bribery Act Compliance – 10 key actions Encourage reporting of misconduct Apply consistent and robust disciplinary processes Have an investigation and response plan Stiletto Systems Limited.