“Operationalizing” Anti-Bribery/FCPA Policies ACC-W Round Table “Operationalizing” Anti-Bribery/FCPA Policies

Quick Agenda Slides 10 mins Q&A [open forum discussion] 15 mins Identifying your Anti-bribery risks Assessing your Anti-bribery risk Sample Policy [basic elements] Challenges in translating Policy to Practice Q&A [open forum discussion] 15 mins

Identifying your Anti-bribery risks: Do you need a Policy? Informal v. formal risk assessment Understanding your business environment and foot print International business? Public Sector business? Third party agency relationships? Expense controls? Lobbying controls? Case studies: Morgan Stanley & Morris Evans Where do you start? Prioritize Resources Most likely misconduct What are you tracking and how are you tracking it? Review and evolve

Assessing your Anti-bribery risk: Risk Assessment Source Materials United States Attorney’s Manual (DOJ) A Resource Guide to the U.S. Foreign Corrupt Practices Act (DOJ and SEC) Good Practice Guidance on Internal Controls, Ethics and Compliance (OECD) Anti-Corruption Ethics an Compliance Handbook for Business (OECD) US Department of Justice Evaluation of Corporate Compliance Programs (DOJ) ISO-37001: Anti-bribery Management Systems (ISO)

Sample Policy: Basic elements Prohibit Bribery – define or provide examples, including third party liability Gifts & Hospitality – call out “government official” exchanges, gift cards, etc. Consider approval procedure/attachment Consider monetary thresholds Consider providing examples of “government official” or defining it Tangible and intangible “things of value” Position on facilitation payments (FCPA v. UK Bribery Act) Third party due diligence – consider screening procedure/attachment Books and Records Reporting a suspected violation

Sample Policy

Challenges Translating Policy to Practice: Planning Ahead Who has ownership of the policy and for supervising implementation of the policy? How will the policy be introduced and what kind of follow-up will take place? Are new metrics needed to test the effectiveness of the policy? Are there incentives and disciplinary measures in place to encourage compliance and discourage violations?

Challenges Translating Policy to Practice: Concrete Considerations Alignment to other policies (Gift & Entertainment, Travel & Entertainment, Supplier Code of Conduct, Third Party Code of Conduct) Integrating into agreements (i.e., contracts with Third Parties) and holding external partners and representatives accountable Sales targets/incentives v. good decisions Educating target audience – training mechanisms and what avenues exist for post-training communications? Building support across the functional lines: Business v. Manager v. Legal After the deal is done: post-M&A review

Resources ACC: Resource Library, Compliance Portal, Member-to- Member eGroup GAN: blog & anti-corruption portal (www.ganintegrity.com) Bracewell LLP: http://www.bracewelllaw.com/people/philip-j- Bezanson