ONLINE BRIBERY ACT COMPLIANCE TRAINING

1
ONLINE BRIBERY ACT COMPLIANCE TRAINING
2
Our Compliance Programme

• Welcome to our Bribery Act compliance training
  course. The course has been designed to help you
  to understand the Bribery Act and anti-corruption
  compliance.
• The training will take you through the new law
  and issues arising. After you have finished the
  course, there is a short test to complete to
  assess your understanding of the law and how this
  relates to you. Because of the importance of the
  Act and the implications of getting it wrong, the
  test will be scored and your results captured
  centrally. If you score less than the pass mark
  you will be required to return to the training
  and re test.
• Further information regarding the Bribery Act and
  associated company policies can be found on the
  Intranet. If you do not understand any of the
  information relating to the Act please speak with
  your line manager or our legal department on 0113
  222 6513.

3
Why anti-corruption compliance is so importanta
message from the CEO

• Dear colleagues,
•  
• The Bribery Act 2010 came into force on 1 July
  2011. The Communisis Bribery Policy was issued in
  June 2011.
• The Act has an effect on how we deal with
  customers, suppliers and other third parties that
  we do business with, as well as on the internal
  procedures we have in place.
• The following training has been designed to
  ensure that everyone has a basic understanding of
  the Act and their responsibilities under it.
  Additional training will also be offered to
  colleagues in areas of the business that are
  specifically affected by the Act.
•  
• You are reminded that failure to comply with the
  Policy could expose the company to a conviction
  under the Act and could be extremely damaging to
  the business.  Any failure to comply with the
  policy will therefore be treated as a serious
  disciplinary offence. Individuals convicted of
  bribery also face a maximum sentence of 10 years
  imprisonment and an unlimited fine. It is in all
  of our interests to ensure that we comply with
  this important piece of legislation.
•  
• Andy Blundell
• Chief Executive

4

• This compliance training has been designed to
  give you an overview of the bribery laws in the
  UK how it applies to our business and how it
  could affect your working life. It is designed to
  help you to be able to identify and avoid the
  sorts of activities that might constitute
  bribery. It is designed to supplement our Bribery
  policy, which is accessible in the Group Policies
  section of our intranet.
• If, after completing the course, you are
  uncertain about how bribery law applies to your
  day to day business activities, please speak to
  your line manager or contact the legal
  department.
• Ignorance of the law is no defence.

5
1. INTRODUCTION WHY IS ANTI-BRIBERY TRAINING
IMPORTANT?
6
The risks of bribery Corruption is a real and
present risk

• The risks of bribery and corruption in marketing
  services can arise in a variety of ways
• Gifts and Hospitality
• Third party relationships such as suppliers,
  agents and distributors
• Interaction with the public sector
• Merchandising
• Dealings in other jurisdictions

7
The risks of bribery Severe consequences

• There are severe consequences for involvement in
  bribery for both you and the Company.
• Individuals i.e. you, may face
• a prison sentence of up to 10 years and/or an
  unlimited fine
• loss of job
• loss of reputation you may not be able to get
  another job if you have had a conviction and
• dismissal from any professional/trade
  association.
• Businesses i.e. the Company, may face
• criminal prosecution and an unlimited fine
• loss of reputation
• loss of business and
• debarment from tendering for public contracts.
• People often become involved in bribery because
  they do not understand it is actually bribery.
  They may think
• the activity isn't criminal
• the activity is usual business practice or local
  custom/common practice in the country in which
  they are operating and
• if they have been ordered by someone more senior
  to carry out a particular activity that it is
  therefore acceptable, or they are not prepared to
  challenge their more senior colleague/manager in
  relation to it.

8
Overseas corruption and UK approach

• Combating bribery at home and abroad
• There is both a moral and a practical imperative
  for tackling bribery whether it occurs at home or
  abroad. Whilst the Bribery Act is a UK law, it
  also allows the UK prosecuting authorities to
  prosecute individuals and companies for offences
  committed overseas by those individuals and
  businesses. Those at risk include British
  citizens, British nationals, anyone who usually
  resides in the UK and any company incorporated in
  the UK.
• Most countries will have their own
  anti-corruption laws and an offence under the UK
  Bribery Act is also likely to be an offence in a
  foreign country if committed there.
• Note as will be looked at later, UK businesses
  will also be liable for corrupt acts of any
  person performing services on their behalf.
• UK commitment to compliance
• The main UK prosecuting authority for the most
  serious cases of corruption, the Serious Fraud
  Office, has publicly stated its intention and
  commitment to vigorously enforce the Bribery Act,
  US-style. It is committed to acting as a
  deterrent to bribery by presenting a credible
  threat of successful investigations and
  prosecutions in the fight against bribery.
• Recent cases have demonstrated that the UK courts
  will be looking to impose far greater levels of
  fine and other penalties than previously, even
  where companies have come forward voluntarily to
  report wrongdoing they have uncovered.

9

• IGNORANCE OF THE LAW IS NO DEFENCE

10
2. THE BRIBERY ACT OFFENCES AND DEFENCES
11
Objectives

• By the end of this section you should have a good
  understanding of
• The purpose of the Bribery Act 2010
• The bribery offences
• Possible defences

12
What is the purpose of the Bribery Act 2010?

• Corrupt business practices pose a serious risk to
  the longer-term sustainability of business.
• The Bribery Act makes it easier for the police
  and the prosecuting authorities, such as the
  Serious Fraud Office and Crown Prosecution
  Service, to investigate and bring prosecutions.
• The Act shows the UK's commitment to getting
  tough on bribery and corruption and eradicating
  it from business practices.
• The Act sets out four distinct offences of
  bribery and three possible defences.

13
What are the bribery offences?

• Active bribery i.e. bribing someone. This means
• Offering, promising or giving a financial or
  other advantage to another person, to either
• induce that person to perform improperly a
  relevant function or activity or
• reward a person for the improper performance of a
  function or activity.
• It is also an offence if you know or believe that
  acceptance of an advantage by another person is
  in itself an improper performance of their
  function or activity.
• Bribes are often paid through intermediaries or
  "middle men" as they are more difficult to detect
  and traditionally have been more difficult to
  prosecute. The Bribery Act catches not just
  direct bribery but also indirect bribery
  including the use of intermediaries and middle
  men.

• Important note
• It does not matter whether the person given the
  bribe is the same person that performs the
  function or activity.
• It does not matter if the advantage is offered,
  promised or given through someone else.

14
What are the bribery offences?

• Passive bribery i.e. being bribed. This means
• Requesting, accepting or agreeing to receive a
  financial or other advantage to perform a
  function or activity improperly.
• It is also an offence
• Where your request or receipt of the advantage is
  in itself an improper performance of a function
  or activity
• Where your request or receipt is a reward for
  your or someone else's improper performance in
  the past
• Where your improper performance takes place in
  anticipation or as a consequence of a request or
  receipt of an advantage.
• In these other scenarios, it does not matter
  whether you know or believe that the performance
  of a function or activity is improper.

• Important note
• It does not matter if the recipient of the bribe
  requests or receives it directly or through
  someone else.
• This means that as well as direct bribery,
  indirect bribery and the use of "middle men" are
  also caught by the Act.

15
What are the bribery offences?

• Bribery committed outside of the UK
• You may as part of your employment travel abroad
  on business.
• You may think that any act of bribery overseas
  may not be caught by the UK law. You would be
  wrong.
• The Bribery Act covers acts of bribery committed
  overseas by any British citizen, British national
  (overseas), a British overseas citizen, and
  anyone who usually lives in the UK (even if they
  are not a UK national or citizen).
• Businesses which are incorporated in the UK are
  also caught by the Act if they commit bribery
  overseas when conducting business.

16
What are the bribery offences?

• Directors and Senior Officers Separate
  Liabilities
• Directors and senior management can also be held
  personally liable if bribery offences are
  committed by the company with their "consent or
  connivance (i.e. they agree to or turn a blind
  eye to wrongdoing).
• If directors and/or senior managers turn a blind
  eye they may be personally liable even if they
  have not expressly been told or informed about
  any corrupt activity.
• Deliberately avoiding making enquiries or taking
  reasonable preventative action is not acceptable.
  
• If directors and/or senior managers become aware
  of offences being/having been committed or become
  suspicious that offences may be/have been
  committed then they must report their concerns
  and/or investigate in line with the Companys
  bribery policy.
• All directors and senior managers are also
  responsible for fully investigating and/or
  reporting on matters reported to them by
  employees in line with the Companys bribery
  policy.

17
What are the bribery offences?

• Bribery of a Foreign Public Official
• There is an additional offence of bribery of a
  Foreign Public Official (FPO).
• This offence is the offer, promise or gift of a
  financial or other advantage to an FPO
• directly or through a third party
• TO INFLUENCE them in their capacity as a FPO
• to obtain or retain business, or a business
  advantage.
• Note There is NO REQUIREMENT (unlike the earlier
  bribery offences) to prove that the FPO was
  induced to or did perform their functions
  improperly.

• Important note
• For all the bribery offences, it is no defence
  to argue that a bribe was permitted by local
  custom or culture.
• There is a very limited defence available only if
  the written law applicable in the overseas
  jurisdiction permits a particular act.

18
What are the bribery offences?

• Corporate failure to prevent bribery
• A commercial organisation may be guilty of an
  offence where
• a person associated with the organisation commits
  an act of bribery
• with the intention of obtaining or retaining
  business or a business advantage for the
  organisation.

• Important note
• Commercial organisations will be strictly liable
  for acts of bribery committed on their behalf by
  associated persons - regardless of whether they
  were aware or not.
• The acts of bribery can take place anywhere in
  the world.
• Anyone performing services (in any capacity) for
  or on behalf of a commercial organisation is an
  "associated person. This means that a commercial
  organisation can be held liable for the acts of
  its employees, agents, contractors, consultants,
• joint venture partners and subsidiaries.

19
What are the bribery offences?
Corporate failure to prevent bribery

• Continued
• A commercial organisation will have a defence if
  it can show that it had adequate procedures in
  place to prevent bribery.
• A commercial organisation is either a UK based
  company or partnership, or is a company or
  partnership which carries on a business or part
  of a business in the UK. This means that certain
  overseas companies could also be prosecuted under
  the Bribery Act.
• In Section 4, we will look at this offence and
  the adequate procedures defence in more detail.

20
What defences are available?

• There are only three defences permitted under the
  Act
• Bribery is specifically authorised by some
  written law it is unlikely that any written law
  would authorise bribery. Mere local custom or
  practice is no defence.
• The conduct is necessary for proper exercise of
  any function of an intelligence service or the
  armed forces when engaged on active service. This
  is not relevant to Communisis.
• Corporate failure to prevent bribery can be
  defended if the organisation can show it had
  adequate procedures to prevent bribery in place
  the corporate offence together with the potential
  defence of adequate procedures will be looked at
  in more detail in Section 4.
• Ignorance of the law is NO defence

21
Summary

• You have now reached the end of this Section.
• This Section has covered the following points
• The purpose of the Bribery Act 2010
• The bribery offences
• Possible defences
• Please proceed to Section 3

22
3. FURTHER TOPICSIMPROPER PERFORMANCE AND WHAT
IS A "BRIBE"?
23
Objectives

• By the end of this Section you should have a good
  understanding of
• What is meant by the term improper performance
  in relation to the active and passive bribery
  offences
• What is meant by the term "bribe
• When a bribe can occur
• Some examples of bribery in the marketing
  industry

24
What is improper performance?

• In Section 2, we saw that two offences rely on
  the concept of improper performance
• Active bribery (paying a bribe)
• Passive bribery (receiving a bribe)
• For these offences, a bribe is the offer,
  promise, gift, request, acceptance or receipt of
  a financial or other advantage to induce a person
  to perform a function or activity improperly or
  reward a person for the improper performance of a
  function or activity.
• In addition, sometimes the giving or receiving of
  a financial or other advantage is in itself
  improper, without the need for someone to perform
  any other function or activity.
• In all the above, improper performance has the
  following components
• It must relate to a function or activity where
  there is an expectation that this will be carried
  out in good faith or impartially or arising from
  a position of trust
• There must be a breach of this expectation. This
  means the function or activity is (or would be)
  performed in breach of what a reasonable person
  in the UK would expect in relation to the
  function or activity concerned.
• In other words, what somebody outside of the UK
  would expect is not taken into consideration. The
  test is what someone in the UK would expect. Put
  another way it does not matter what local custom
  and practice is.

25
Function or activity

• Functions or activities covered by the active and
  passive offences under the Bribery Act include
• All functions of a public nature
• All activities connected with a business, trade
  or profession
• Any activity performed in the course of a
  person's employment
• Any activity carried out on behalf of a body of
  persons
• These offences therefore apply to corrupt acts
  involving businesses (commercial bribery) as well
  as bribery of government officials (public sector
  bribery).

26
Important notes

• The active and passive offences of paying or
  receiving bribes are about conduct rather than
  actual outcomes.
• This means an offence will be committed even if
• the person who was offered or received the bribe
  does not actually carry out the function or
  activity improperly
• the offer or request for a bribe is declined (the
  person making the offer or request is still
  guilty of an offence)
• the bribe was offered but not in fact paid
• the individual making or requesting the bribe did
  not benefit personally, but was acting in the
  interests of their company, and/or acting on the
  instruction of another and/or was acting in order
  to benefit another third party.
•  
• The acceptance of an offer, request or receipt of
  a bribe can in itself amount to improper
  performance of a function or activity.

27
KEY PRINCIPLES

• Do not make payments to someone (or favour them
  in any other way) if you know that this will
  involve someone in misuse of their position.
• Do not misuse your position in connection with
  payments (or other favours) for yourself or
  others.

28
What is a bribe?

• A bribe can be any financial or other
  advantage.
• It not necessarily just a straight cash payment
  it can be any type of benefit. For example it can
  include
• gifts
• donations
• corporate hospitality and entertainment
• the promise of future work or employment
• the award of a contract
• some other intangible benefit
• "Facilitation payments" cause particular
  difficulties. A facilitation payment is a
  certain type of payment to government officials
  in order to secure their performance of a routine
  function, such as to allow you to pass through
  customs.

29
Facilitation Payments

• Broadly speaking, a "facilitation" or "grease"
  payment is a payment to a foreign official,
  political party or party official for "routine
  governmental action" - such as processing papers,
  issuing permits, and other actions of an official
  for example, in order to expedite performance
  of duties of non-discretionary nature (i.e. which
  they are already bound to perform). The payment
  is not intended to influence the outcome of the
  official's action, only its timing.
• In the UK facilitation payments are classed as
  bribes and are illegal.
• Examples of when such payments may be requested
  include
• To obtain or expedite a permit, licence or other
  official document or approval
• To obtain or expedite the loading and unloading
  of goods at a port or airport
• To secure police protection for a site against
  risk of theft or arson
• To facilitate mail pick-up and delivery
• To facilitate provision of utilities to a site,
  such as connecting water, electricity, gas or
  telephone services
• At border controls or crossings to allow safe or
  prompt entry or exit from a jurisdiction
• Facilitation payments should be contrasted with
  official, lawful payments (typically to an
  organisation rather than an individual) to
  expedite certain functions (e.g. where there is a
  choice of fast track services to obtain a
  passport).
• However, if an employee is in fear for their
  safety or at risk of loss of liberty, they should
  not refuse the demand for a payment.

30
Corporate Hospitality

• Corporate hospitality can also present problems.
  
• In the US there is a "promotional expenditure"
  defence but there is no such defence in the UK
  and so technically there is a risk of an offence
  being committed when corporate hospitality is
  offered/accepted.
• However, modest corporate hospitality (not
  extravagant or lavish), which is not intended as
  a bribe, will not be caught.
• Government Guidance has also confirmed that most
  normal corporate hospitality is not intended to
  be caught by the Bribery Act. This means there
  should be no difficulty with hospitality intended
  to foster or enhance
• reasonable public relations
• cordial business relationships
• knowledge of organisation
• Provided there is no intention to induce improper
  performance
• All employees should refer to the companys gifts
  and hospitality policy when offered or wishing to
  offer corporate hospitality.

31
When can a bribe occur?

• As explained in Section 1, marketing services is
  particularly exposed to risk of bribery in
  certain areas
• Gifts and Hospitality
• Third party relationships such as suppliers,
  agents and distributors
• Interaction with the public sector
• Merchandising
• Dealings in other jurisdictions

32
Summary

• You have now reached the end of this Section.
• This Section has covered the following points
• What is meant by improper performance
• What is meant by the term "bribe
• An introduction to Facilitation Payments
• Corporate hospitality and the Bribery Act
• When a bribe can occur in the marketing sector
• Please proceed to Section 4

33
4. CORPORATE OFFENCE OF FAILURE TO PREVENT
BRIBERY IN DETAIL
34
Objectives

• By the end of this Section you should have a good
  understanding of
• The corporate offence of failure to prevent
  bribery
• The "adequate procedures" defence
• Key principles for bribery-free business practice
• Examples of practical steps to ensure adequate
  procedures are in place

35
What is the corporate offence?

• A relevant commercial organisation is guilty of
  an offence if
• a person associated with the commercial
  organisation
• bribes another person
• with the intention of obtaining or retaining
  business or a business advantage for the
  commercial organisation.
• Any business that is incorporated in the UK or
  any business incorporated outside of the UK but
  which carries on a business or part of a business
  in the UK is caught by the Act.

36
What is the corporate offence?

• Any person who performs services for or on behalf
  of the Company in any capacity is caught by the
  Act. Therefore, it is not just employees who are
  caught by the Act. Also covered are
• agents
• subsidiaries
• consultants
• sub-contractors and
• joint venture partners.
• If that person commits bribery for the benefit of
  the Company, the Company is potentially liable
  for their acts even if it was unaware of the
  activities being undertaken or did not order or
  condone any such activities.

37
What is the corporate offence?

• Example
• Bribes are often paid through or by agents. A
  company in the UK may be acting under the false
  impression it is legitimately using an agent to
  help it win or develop business in a foreign
  country. However, the agent may in fact be
  claiming an excessive fee for exaggerated
  services provided, and using all or part of the
  fee to pay a bribe used to secure the contract.
• In this scenario, under the Act, the company in
  the UK would be liable for failure to prevent an
  act of bribery even if it had no knowledge of
  the actions of the agent at the time, unless the
  company can prove it had adequate procedures in
  place to prevent the bribery from happening.

38
What is the "adequate procedures" defence?

• As was referred to in Section 2, a commercial
  organisation will have a defence to this offence
  if it can prove that it had adequate procedures
  in place to prevent acts of bribery occurring.
• On 30 March 2011, the UK Government published
  Guidance on adequate procedures to prevent
  bribery. This Guidance was not a prescriptive set
  of rules. Instead it set out six principles for
  commercial organisations to consider in relation
  to their anti-corruption compliance programme.
  The six principles are set out below

Monitoring and Review
39
Adequate Procedures in practice

• The Guidance makes clear that commercial
  organisations can approach anti-corruption
  compliance proportionately to the potential
  corruption risks faced by their organisation.
• As an overview of what the six principles in the
  Guidance mean, below are some examples of what a
  company may decide to put in place as part of its
  adequate procedures.
• Top level commitment a company sets a tone of
  zero tolerance towards corruption from board
  level senior officers are nominated to take on
  responsibility for implementing anti-corruption
  compliance and maintain an oversight during the
  process there is a clear articulated commitment
  to establishing a bribery free culture, which is
  also communicated to external partners
• Risk assessment the company establishes
  procedures to assess risks of bribery arising on
  an on going basis. The assessment considers
  country risks, sector risks, transaction risks
  and business partnership risks (amongst others),
  along with any risks with its own internal
  processes or procedures leaving the company
  vulnerable to corrupt acts by others.
• Proportionate procedures the company puts in
  place policies and procedures which are clear,
  practical, accessible, effectively implemented,
  and enforced. This may include an anti-corruption
  policy revised procedures for gifts and
  hospitality, charitable giving, political
  donations and employee expenses and reforming
  the staff code of conduct or handbook. The
  company may also update its employment procedures
  and contracts to include contractual obligations
  in relation to bribery and which permit the
  company to discipline and/or dismiss any employee
  found to be committing (or have committed) acts
  of bribery
• Further examples continued on next slide...

40
Adequate Procedures in practice

• The company also decides to adopt the following
  steps under the other principles of the
  Government Guidance
• Due Diligence the company puts in place
  procedures to assess its business relationships
  including suppliers, agents, intermediaries,
  sub-contractors, consultants and joint ventures.
  For higher risk relationships, it gathers
  information from the service provider about its
  composition and activities, the detailed nature
  of the services it intends to provide, and other
  compliance information the company then takes
  steps to verify the information and conducts its
  own enquiries independently before deciding
  whether to engage the service provider. The
  company also decides to include various
  anti-corruption clauses in its commercial
  contracts with suppliers, contractors etc. that
  strictly prohibit any acts of bribery and e.g.
  allow the company to terminate those
  relationships in the event third parties acting
  on its behalf are found to be committing (or have
  committed) acts of bribery
• Communication (including training) the company
  provides its staff with regular training and
  updates on anti-corruption issues it also
  develops and implements confidential whistle
  blowing procedures for reporting suspected
  bribery as well as promoting a culture where
  employees know that they can report any
  suspicions of corrupt activity without fear of
  suffering any detrimental effect for doing so.
• Monitoring and review the company ensures that
  feedback mechanisms and internal audit processes
  are in place which support the continuous review
  and improvement of its anti-bribery programme. It
  also commits to fully and properly investigating
  any allegations of corruption by appropriately
  qualified internal or external individuals.

41
Summary

• You have now reached the end of this Section.
• This Section has covered the following points
• The corporate offence of failure to prevent
  bribery
• The "adequate procedures" defence
• Examples of how a company might implement
  adequate procedures by reference to six
  principles in the Government Guidance.
• Please proceed to Section 5

42
5. REPORTING CONCERNS
43
Reporting concerns

• All employees should report any concerns that
  they have about bribery and corruption.
• In the first instance, you should raise any
  concerns with your line manager.
• If you feel that you cannot raise your concerns
  with your line manager Communisis has put in
  place a Whistleblowing Procedure that can be
  followed. Employees should refer to this
  procedure , which is located on the Intranet.
• Employees should note that Communisis will ensure
  that no-one is victimised or penalised as a
  result of raising a genuine concern.

44
Action points

• The Company is implementing a series of measures
  to improve or review its anti-corruption
  compliance procedures.
• All employees also have responsibilities in this
  area. This includes undertaking training as
  required by the Company from time to time ,
  maintaining familiarity with all relevant company
  policies (including the bribery policy) and other
  procedures in this area and reporting any
  concerns they have about any potential corrupt
  activity.
• Andy Blundell has responsibility for the Groups
  anti-corruption compliance programme. His email
  contact details are
• Email andy.blundell_at_communisis.com
• All employees should not hesitate to contact
  Sarah Caddy on 0113 222 6513 if they have any
  queries relating to this training or other
  anti-corruption issues.
• the Company does not tolerate bribery in any
  shape or form.

45
(No Transcript)