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

2. 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

3. 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

4. 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)

5. 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

6. Sample Policy

7. 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?

8. 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

9. Resources
ACC: Resource Library, Compliance Portal, Member-to- Member eGroup
GAN: blog & anti-corruption portal (
Bracewell LLP: Bezanson