Tag Archive for 'UK Law'

Bribery Act Hiccups

With just 77 days to go until the UK’s Bribery Act 2010 comes into force, it has been widely reported that Downing Street has ordered a review of the forthcoming act.  The story broke in the London Evening Standard (here).  The Standard has been on something of a crusade against the act for several weeks, on the back of fears of “burdensome anti-corruption systems” damaging the UK’s economic interests. 

The Wall Street Journal though has a quote from an SFO offical who states that any review will be “limited” (here) and is certainly not going to result in the scrapping or changing of the entire act. 

There is little detail about what this review might entail, but would echo the sentiment that the Act is definitely coming, in substantively the form it is now.  The OECD Convention which the UK signed up to in 1999 requires the Act, and any changes coming out of this review are likely to affect only the adequate procedures guidance (which has not yet been published) and guidance to prosecutors.

KPMG Investigated Over BAE Audits

Following BAE’s recently agreed fine (more here), the Accountancy and Actuarial Discipline Board – the independent, investigative and disciplinary body for accountants in the UK – has begun an investigation into the conduct of Big-4 accounting firm KPMG in its role as as auditors to BAE Systems plc and their not-spotting and/or not reporting properly on the irregular ‘commissions’  paid by BAE to and via a marketing agent Shailesh Vithlani, the company’s former marketing adviser in Tanzania.  The scope of the investigation is as follows:

The audits of British Aerospace / BAE Systems Group plc and any of its subsidiaries by KPMG from 1997-2007 in relation to the commissions paid by BAE through any route to subsidiaries, agents and any connected companies. Also any other professional advice, consultancy or tax work provided to BAE by KPMG between those dates in respect of (i) commission payments paid by BAE and (ii) the status, operation or disclosability of Red Diamond Trading Ltd., Poseidon Trading Investments Ltd. and Novelmight Ltd.

The Financial Reporting Council press release is here.

EU Debarment Rules on Bribery Set to Ease?

One of the main issues facing a company being found guilty (or admitting to) bribery  was mandatory debarment from competing for contracts given by EU government bodies. Fines were bad, invariably unwelcome, but the inability to do government work would put many infrastructure providers out of business.

The rules were set out in the 2004 EU Procurement Rules, codified as European Union Directives 2004/18/EC and 2004/17/EC here, and enacted in the UK as Regulation 23 of the Public Contracts Regulation 2006 (here) and regulation 26 of the  Utilities Contracts Regulations 2006 (here). These state that a public contracting authority having actual knowledge of an economic operator or its directors or certain other representatives,  that has been convicted of the offence of corruption or bribery or fraud or money launderings, should treat that entity as ineligible and it not be selected in the tendering procedure.

The US has rules relating to US government contracts – Part 9.406 of the Federal Acquisition Regulations, here, although the rules are not mandatory and debarment requires the active intervention by a federal official. Currently, because FCPA actions are usually resolved by execution of a non-prosecution agreement (“NPA”) or deferred prosecution agreement (“DPA”), contractors need to be aware of the consequences of  the Act when negotiating such agreements. Specifically, contractors must ensure that the negotiated NPA or DPA does not expressly require the company to admit to violating the FCPA or committing bribery and so come under the ambit of the Federal Acquisition Regulations.

Mandatory debarment is draconian, and the fact that it is mandatory regardless of the seriousness of the offence and the presence of mitigating factors makes it especially damaging.  It is unclear whether conviction for failure to prevent bribery under the new Bribery Act 2010 would lead to mandatory debarment. Putting companies out of business though was not the aim of the Act, and there has been much disquiet about the effects of the EU Procurement Directive when it comes into full effect in April 2011 (and when prosecutions for bribery become arguably much more straightforward?).   Indeed, most of the recent plea agreements were focused on accounting breaches and did not contain admissions of bribery specifically to avoid debarment.

The Daily Telegraph has reported here on a very welcome development that the Government is reviewing the debarment laws and the good arguments for why this should not be triggered in every case. Crispin Blunt, a junior Justice minister at the Ministry of Justice has reportedly said:

“We are currently considering how the regulations implementing the 2004 EU Procurement Directives should be amended to reflect the new Bribery Act and we intend to clarify this point before the commencement of the Act.”

If debarment is not a factor in the resolution of bribery cases, we are likely to see more companies admitting the obvious, and less reliance on artificial accounting offences. Surely a welcome development?

Insurer Messent Pleads Guilty to Costa Rican Bribery

Julian Messent, the former CEO of reinsurance broker PWS Holdings, has been jailed for 21 months, after a plea agreement with the SFO was approved on 26 October at Southwark Crown Court in London. He pleaded guilty to committing bribery in Costa Rica – admitting making or authorising corrupt payments of almost $2million between February 1999 and June 2002 to Costa Rican officials in the state insurance company, and the national electricity and telecommunications provider.

Further, in an interesting reparation move, he was ordered to pay £100,000 compensation within 28 days to the Republic of Costa Rica or serve an additional 12 months imprisonment if he failed to do so.

Messent was at the time the head of the Property (Americas) Division at PWS, where he was responsible for securing and maintaining contracts for reinsurance in the Central and South America regions. Between 1999 and 2002, PWS acted as broker on behalf of several state institutions in Costa Rica. During this period, he authorised 41 corrupt payments totalling just short of $2m to be paid to Costa Rican officials, their wives and associated companies, as inducements or rewards for assisting in the appointment or retention of as broker. Messent was appointed the firm’s chief executive in 2003 and resigned three years later after investigations into the payments began. PWS went into administration in 2008.

The case was brought by the Serious Fraud Office (SFO) and City of London Police after the Foreign and Commonwealth Office was tipped off by the Costa Rican authorities. Charges were brought under s1 (1) of the Prevention of Corruption Act 1906. Messent was charged in April 2010, and had entered into a plea agreement with the SFO.

At the hearing, Messent’s barrister said he had not acted alone – he had not concealed the illicit payments from other PWS staff; the details were known to the heads of the finance department and the compliance unit; and that arrangements for the corrupt payments had been “inherited” by Messent when he became head of the firm’s Latin America department in 1996.

The SFO however believed that Messent was the “directing” mind behind the corruption, and the Court – under Judge Geoffrey Rivlin QC – agreed with them. It emerged during the trial that PWS had created a slush fund in which “ceding” and “third-party” commissions were received from the state and these funds were used to bribe government officials.

The Judge stated that Messent had faced a custodial sentence of between four or five years, but was given a reduced term because of the trial’s length and his previous good character and record.

It is no mitigation to say others do it [pay bribes] or that it is the way of doing business…anyone minded to do it should be deterred from doing so.

The Messent case appears to indicate that the SFO have learned  from their experience on Dougall (here).  The judge in Messent seems to have felt that the sentence mooted with the defendant was proportionate and reasonable, and both the SFO and City of London Police were complemented by the court on their handing of the case.  We haven’t seen the agreement, but from the defendant’s side it appears that the plea agreement and co-operation with the SFO did work to lower the sentence in this case.  Nevertheless, despite Messent’s co-operation, a lengthy custodial sentence was still imposed, and this is likely to be a signal to those self-reporting that a slap on the wrists is unlikely to be sufficient if bribery can be easily proved to have taken place.

The SFO’s press release can be found here.

Bribery Act 2010 – ‘Adequate Procedures’. The consultation process begins

The new UK Bribery Act 2010 introduces a strict liability corporate offence of failing to prevent bribery committed by employees, agents, or any other ‘associated person’ of the company. Under Section 7, a relevant commercial organisation commits an offence if a person associated with it engages in bribery, unless it can show that it had in place “adequate procedures” designed to prevent the offence. This element of the Act is due to come into force in April 2011.

In response to much business disquiet about what all this means in practice,  the Secretary of State was required to publish guidance about procedures that commercial organisations can put in place to prevent persons associated with them from bribing people.   Although much of this is already fairly well established by compliance professionals in this space, we have waited with baited breath to see if this guidance actually contained tangible, concrete procedures which will be useful to business, or just more dishy-washy statements about the importance of tone at the top.

A consultation document has just been published to start the process.  This consultation begins on 14 September 2010 and ends on 8 November 2010. The consultation period will last 8 weeks, and is shorter than the standard 12 week period in order to allow enough time for views to be considered and for guidance to be published early in the New Year in advance of the Act coming into force in April.

The Government proposes guidance formulated around six general principles, designed to be of general applicability. The guidance states that it is not intended to be prescriptive or standard setting, or impose any direct obligation on business, however the flip side to this is that the guidance is vague and overly-generic, leaving the reader in many instances feeling: ‘This is all very good – but what should we actually DO?’.

The principles are as follows:

Principle 1 – Risk Assessment

The commercial organisation regularly and comprehensively assesses the nature and extent of the risks relating to bribery to which it is exposed.

Principle 2 – Top-Level Commitment

The top-level management of a commercial organisation is committed to preventing bribery. It establishes a culture within the organisation in which bribery is never acceptable. It takes steps to ensure that the organisation’s policy to operate without bribery is clearly communicated to all levels of management, the workforce, and any relevant external actors.

Principle 3 – Due Diligence

The commercial organisation has due diligence policies and procedures, which cover all parties to a business relationship, including the organisation’s supply chain, agents, and intermediaries, all forms of joint venture and similar relationships, and all markets in which the commercial organisation does business.

Principle 4 – Clear, Practical, Accessible, and Enforceable Policies and Procedures

The commercial organisation’s policies and procedures to prevent bribery being committed on its behalf are clear, practical, accessible, and enforceable. Policies and procedures take account of the roles of the whole work force, from the owners or board of directors to all employees, and all people and entities over which the commercial organisation has control.

Principle 5 – Effective Implementation

The commercial organisation effectively implements its anti-bribery policies and procedures and ensures that they are embedded throughout the organisation. This process ensures that the development of policies and procedures reflects the practical business issues that an organisation’s management and workforce face when seeking to conduct business without bribery.

Principle 6 – Monitoring and Review

The commercial organisation institutes monitoring and review mechanisms to ensure compliance with relevant policies and procedures and identifies any issues as they arise. The organisation implements improvements where appropriate.

Some of the guidance is as expected, not really very guiding, such as the several statements of the obvious ….

What constitutes adequate risk assessment procedures will vary enormously depending on the size of an organisation, its activities, its customers and the markets in which it operates…

The case studies at the end are well worth a read though. They deal with:

  • Intermediaries and agents
  • Hospitality and promotional expenditure
  • Business partners – joint ventures, consortia, etc.
  • Facilitation payments
  • Political and charitable donations

I’ll take the liberty of quoting the one that deals with facilitation payments in its entirety.

You are a medium sized UK IT installation company that is under contract to a large US consortium to install an IT system in a new hospital in the capital of Beneficia, where corruption is rife. In compliance with a contractual requirement you supplied the consortium with information about your existing anti-bribery regime, which is approved on the basis that it meets US Foreign Corrupt Practices Act (FCPA) standards. These standards exempt facilitation payments. Your installation project is a highly technical process requiring time sensitive management of component importation, storage and on site delivery. At an early stage your staff in Beneficia consider that, in light of the FCPA standards of the consortium and despite the prohibition of facilitation payments in the company’s anti-bribery code, they have no choice but to commence payment of local “customs fees” and “transport taxes” in order to facilitate reasonably efficient on site delivery of their components. After a few weeks your local managers strike a deal with local union leaders in which Benefician transport workers and customs officials agree to stop their demands for facilitation payments in return for free IT services for local union run educational centres. Shortly afterwards the Benefician Government supplies a dossier to the US and UK authorities detailing payments paid by your employees to customs officials and the gratis IT services for the union-based political opposition, alleging that these payments breach Benefician law.

Principle 1 – Risk Assessment

  • Did you undertake a risk assessment for the Benefician project informed by the political, social and media environment in Beneficia?
  • Was your Benefician project risk assessment informed by an objective analysis of the consortium’s contractual standards, their relationship to both the FCPA defence for payments of facilitation payments, the relevant UK law and the law regulatory environment in Beneficia?

Principle 2 – Top level commitment

  • Did your senior management provide leadership on developing and implementing anti-bribery policies and procedures tailored to Benefician law and regulatory environment?
  • Have you offered any leadership within your Chamber of Commerce or in partnership with local anti-corruption initiatives to develop alternative options for dealing with demands for facilitation payments in Beneficia?

Principle 3 – Due diligence

  • Did your enquiries extend to the political connections of the Benefician transport workers and customs officials demanding facilitation payments?
  • What did you do to assess the nature of the Benefician government’s policy on facilitation payments to officials?
  • Did your appraisal of the Benefician contract include any analysis of the potential impact of the local political situation?

Principle 4 – Clear Practical and Accessible Policies and Procedures

  • Is your policy on facilitation payments and the applicable legal frameworks clear and accessible to all staff and in particular all staff in Beneficia and all those concerned with the Benefician contract?
  • To what extent does the Benefician project solution comply with your policy on facilitation payments?
  • Did you tap into the experience and expertise of your Benefician staff and management when formulating our policy on facilitation payments?

Principle 5 – Effective implementation

  • Are there procedures in place for employees to feedback on local Benefician management’s solution to the facilitation payments problem in a safe and confidential manner?
  • Are your procedures linked to operational concerns, such as anticipating and managing the impact of a refusal to pay facilitation payments?
  • Do your procedures require management of projects such as the Benefician project to report any changes in circumstances, such as the union brokered Benefician deal on facilitation payments, to top-level management?
  • Did your procedures and policies provide for full comparative training in UK law and the FCPA standard?

Principle 6 – Monitoring and reviewing bribery-free business policies

  • Do you have procedures in place to provide a regular review of your risk assessment as regards facilitation payments associated with the Benefician contract?
  • Do you have a means of using your experience in Beneficia to improve your procedures on facilitation payments?
  • Have you considered external verification of your policy on facilitation payments with bodies other than the consortium?

The consultation document (in pdf format) can be found here.