Bribery Act Handbook

The Bribery Act 2010 Handbook
Providing advice on anti-bribery compliance

Contents

Overview of the Bribery Act 2010 04

Risk assessments 10

Due diligence of business partners 14

Best practice 19

Effective implementation of bribery prevention measures 24

Sanctions and consequences of a corruption conviction 26
under the Bribery Act 2010

Case scenarios 29

Annex 33

Contributors 34

Acknowledgements

Intellect would like to acknowledge our thanks to those that contributed to the working
group that developed this handbook. Members of the working group were:

Philip Somarakis Blake Lapthorn
Lara Robson Blake Lapthorn
Hazel Grant Bristows
Sacha Wilson Bristows
David Duvall Chantrey Vellacott DFK LLP
Omar Qureshi CMS Cameron McKenna LLP
Andrew Daniels Deloitte
Kate Hughes Osborne Clarke
Dawn Troman Osborne Clarke
Michael Dufton QinetiQ Group
Stephen Critchley Collyer Bristow LLP

02 The Bribery Act 2010 Handbook

Foreword

The Bribery Act 2010 is one of the most draconian and far-reaching pieces of
anti-corruption legislation in the world as it fosters a ‘zero tolerance’ culture towards
corruption in businesses, stretching from the CEO to extended partner networks in the UK
and abroad.

Bribery and corruption not only raises the costs of doing business but also hinders
development and growth around the world. According to UKTI a significant number of
UK companies have lost business to a bribing competitor or turned down overseas
opportunities due to corrupt practices in market.

While the technology industry may have a lower risk profile than others; it has its own
issues. For example UK companies doing business overseas, interact with foreign officials,
whether in seeking regulatory approvals, supplying products for information-technology
projects sponsored by foreign governments, or selling directly to governments. Moreover,
technology companies’ heavy reliance on distributors, resellers, sales representatives,
agents and consultants adds to the potential risk of bribery violations.

Thus, there will be a continuing need for our sector to collaborate closely and share best
practice and experiences to remove bribery and corruption risks and create a level, ethical
playing field.

Intellect remains committed to supporting its members in their ongoing efforts to comply
with the Act. We believe that this handbook will prove to be a useful tool to our
members providing them with advice about anti-bribery compliance. However, this
guidance is not exhaustive and will be reviewed from time to time in the light of
experience and any relevant case law.

We are grateful to Intellect’s Bribery Act Working Group without whose knowledge and
professional expertise the production of this anti-bribery handbook would not have been
possible. We would also like to thank the Serious Fraud Office, Transparency International
UK and the Ministry of Justice, who have helped shape our thinking in this area.

Charles Ward
Chief Operating Officer, Intellect

The Bribery Act 2010 Handbook 03

Overview of the Bribery Act 2010

The Bribery Act 2010 came into force on 1 July 2011. Its aim is to update antiquated
bribery laws and to engender a culture within UK business that does not tolerate
corruption on any scale. In doing so, the government has enacted one of the strictest and
most far-reaching anti-bribery regimes in the world.

Its provisions will affect all commercial organisations carrying on businesses in the UK. All
must be prepared for it, particularly in respect of their efforts to prevent bribery (offence 2
(d) below).

Criminal offences under the Act

a) Offering or paying bribes (s.1)

Offering, promising or giving an “advantage” with the intention of inducing a person
‘improperly’ to perform a ‘relevant function or activity’ or to reward that person for doing
so.

b) Requesting or receiving bribes (s.2)

Requesting, accepting or receiving an “advantage” intending that a ‘relevant function or
activity’ should be performed ‘improperly’ as a result, or as a reward for its improper
performance.

c) Bribery of a foreign public official (s.6)

Offering or giving an “advantage” to a foreign public official with the intention of (i)
influencing the foreign public official and (ii) obtaining or retaining business or a business
advantage, UNLESS the written law of the country of the official permits it.

d) Failure of a commercial organisation to prevent bribery (s.7)

This offence (which will be referred to throughout this guide as the Corporate Offence)
can be committed only by commercial organisations (companies and partnerships) that are
based in the UK or carry on at least part of their business in the UK. It is committed
where:

 a person performing services for the relevant commercial organisation anywhere in the
world (which may include not only employees, but also agents and external third
parties or even subsidiaries or joint ventures in appropriate cases) bribes another person
in order to obtain or retain business or a business advantage for the relevant
commercial organisation unless the organisation can show on the balance of
probabilities that it had adequate procedures in place designed to prevent such bribes.


Bribery Act 2010 – Key Terms

Advantage An “advantage” can be anything of value or
perceived value – it need not be money or anything
tangible.

Relevant function or activity Any function of a public nature and any activity
connected with a business. It is only a “relevant”
function if a reasonable person in the UK would
expect it to be performed in good faith or
impartially or that the person performing it was in a
position of trust.

Improper performance When one breaches the above-referenced
expectation of a reasonable person in the UK.

Associated persons An “associated person” is anyone performing
services for your company. It is presumed to include
employees, but could also cover a wide range of
your business partners, including your agents,
advisers, consultants, distributors, suppliers,
contractors, and sub-contractors (if they in fact
perform services for you rather than simply acting as
the seller of goods). It is also possible that your
foreign subsidiaries and potential joint-venture
partners could be deemed associated persons, to
the extent they perform services for you, even if
they themselves are not prosecuted for the bribery.
The key question is: are they performing services for
you? If so, then to that extent, they are your
‘associated person’.

Adequate procedures Policies and procedures designed to prevent bribery,
adopting a reasonable and proportionate approach
to mitigating the bribery risks faced by the
corporate.


Sanctions

A corporate found guilty of one of the above offences may face an unlimited fine. An
individual found guilty may face imprisonment for up to ten years, an unlimited fine, or
both. For more information see ‘Sanctions and consequences of a corruption conviction
under the Bribery Act 2010’ on page 26.

The Bribery Act 2010 - Interpretation

All of the offences have extra-territorial application to a greater or lesser degree. This
means that even where the acts relating to a bribery offence occur entirely outside the
UK, they can in some circumstances still be prosecuted in the UK. In particular, the
Corporate Offence can apply to companies and partnerships that are not even UK
registered. All that matters is that they have a business presence in the UK in some way
for them to be subject to the Act in relation to all of their business operations around the
world.

These definitions and offences are complex and were deliberately widely drafted.
Therefore, there is a potential risk that they unintentionally could catch certain types of
normal business conduct. However, prosecutors should exercise their discretion whether
to prosecute any given case adopting a commonsense approach, in light of their
obligation only to prosecute where it is in the public interest to do so. Ultimately, these
offences will be interpreted by the Courts and clarification of their full scope will only
become clear after the first cases have been decided.

At the time of writing this guide, only one case has been decided by the Courts under the
Bribery Act. As such, the guide refers to earlier cases to demonstrate the type of conduct
which will be caught under the Bribery Act and the penalties which have been imposed
over recent years for bribery and corruption related offences. For more information see
‘Sanctions and consequences of a corruption conviction under the Bribery Act 2010’, on
page 26.

Impact on businesses

The main impact of the Bribery Act on businesses in the UK is likely to be from Corporate
Offence (d), page 04, which is the most controversial element of the legislation. This
offence is intended to reverse the current rules under which a company could be guilty of
a bribery offence only if its senior management is involved. Under the Corporate Offence,
the company or partnership may be guilty even if no one within it knew of the bribery.
So long as someone acting for the company bribes on its behalf anywhere in the world,
the company will be guilty unless it can show that it had put in place ‘adequate
procedures’ designed to prevent bribery from occurring.


Because the test is so wide, it is not only employees and intermediaries who can be
“associated persons” and make the company liable. What matters is not how the
associate is described but whether they are actually performing services for the company
that has a UK business presence. So, it will be possible for a subsidiary, when it is acting
for its parent in any particular context, to make the parent liable for any bribe the
subsidiary offers in that regard – even if the subsidiary itself is unable to be prosecuted for
it in the UK. Similarly, a joint venture, distributor, franchisee or any other business
relationship could result in liability for a company with a UK business presence.

Company: IInnospec Limited (Chemical and fuel company)
(R v Innospec [2010])

Offence: 2002 – 2006 -Bribing employees of an Indonesian state owned
refinery and other Government Officials to secure sales.

Penalties: $12.7 million fine payable to the SFO.

Note: The use of agents outside of the UK to facilitate bribery (the
agents acted under the instruction of Innospec and the
payments were authorised by Innospec). As Innospec’s parent
company, Innospec Inc, is listed on the NASDAQ and regulated
in the US, Innospec Inc also had to settle a civil complaint filed
in the US ($37m fine in the US).

It is important to understand that businesses are not required by the legislation to have
adequate procedures in place to prevent bribery. However, if they do not do so and if
somebody performing services on their behalf bribes, then the company will be
automatically liable for that wrongdoing without any hope of a defence. Further, the
failure by a company to take steps to improve its anti-bribery controls may result in
prosecutors viewing the company more harshly, on the basis that it had a poor corporate
culture. Therefore, the advice to all businesses should be to develop appropriate
procedures to monitor the activities of any of their employees, contractors or agents who
may be in a position to gain work in a way that could be interpreted (however remotely)
as bribery.


Guidance on adequate procedures

The Ministry of Justice issued statutory guidance in March 2011 to assist businesses in
understanding how they may put in place such adequate procedures. The guidance is not
prescriptive; what counts as adequate will depend on the size of the company and the
extent of the bribery risks it faces, given the jurisdictions, sectors and nature of business it
conducts. For example, the risk of bribery may be lower where the business is undertaken
wholly in the UK, compared to certain countries where there is a more tolerant culture of
corruption.

The guidance sets out six principles for designing and implementing adequate procedures:

a) Proportionality

Businesses should take a reasonable and proportionate approach to assessing and
mitigating the bribery risks they face. Therefore, the larger and more complex the
business, the more needs to be done to prevent bribery, in terms of both identified risks
and unethical conduct by associates. For more information see ‘Risk Assessments’, page
10.

b) Top level commitment

Those at the top of a business are in the best position to ensure that their organisation
conducts its business without bribery, by engendering an ethical business culture through
their words and deeds and by taking charge of the process of developing the company’s
‘adequate procedures’.

c) Risk assessment

Businesses should assess the bribery risks that they are exposed to both, external (country,
industry sector, type of transaction, business opportunity and business partnership) or
internal (employees, bonus culture, lack of clear policies, lack of financial controls, and
lack of anti-bribery message from management). For more information see ‘Risk
Assessments,’ page 10.

d) Due diligence

Businesses should carry out appropriate checks on business partners to ensure that they
are appropriate people to work with and do not expose the business to undue risk. The
extent of these depends on the nature, location and complexity of the transactions
concerned. For more information see ‘Due Diligence of Business Partners’, page 14.

e) Communication

In order to implement the procedures effectively and to inculcate the right culture,
communication across the company will be required so that all employees have a
consistently good understanding of the risks and indicators relating to bribery and know
what is expected of them when an issue arises. For more information see ‘Effective
Implementation of Bribery Prevention Measures’, page 24.


f) Monitoring and review

Businesses should be vigilant about their anti-bribery procedures as risks may change over
time, for example because of changes in the business itself, focusing on new or different
markets, or possibly because of changes in the law. The guidance suggests that there is a
wide range of internal and external review mechanisms which could be considered.

It is not possible in this guidance for us to tell our members what procedures they should
put in place as these will depend on the nature and complexity of each business but they
may include some or all of the following:

 an anti-corruption code of conduct or policy, with procedures to implement the
policy; this might include a policy for gifts and corporate hospitality. For more
information see ‘Best Practice’, page 19
 a documented review of the business and the bribery risks it faces, which
may be different in the different parts of the business
 training on bribery risks and the policies and procedures for all key staff
 screening processes for new customers and suppliers, including service providers
 a review of financial risks and controls
 a confidential whistle-blowing procedure
 a code of enforcement, detailing disciplinary procedures for breach.

1 The guidance states that the government does not intend to prohibit ‘reasonable and proportionate’ hospitality.


Risk assessments

The Guidance prescribes the Risk Assessment as follows:

The commercial organisation assesses the nature and extent of its
exposure to potential external and internal risks of bribery on its behalf
by persons associated with it. The assessment is periodic, informed and
documented.

A Risk Assessment should form one of the first steps in developing a company’s
anti-bribery procedures. It will inform everything else the company does in this regard as
it will identify the bribery risks to which it is subject, so that it may develop procedures
tailored to those risks. However, the guidance does not explain how a company should
do this in practice.

In this chapter, Intellect sets out some methods that our members can consider adopting
to conduct their Risk Assessment. The extent and appropriateness of these suggestions
will vary from company to company.

While the Risk Assessment should be the first step in developing adequate procedures, it
should not be a one-time-only exercise, as risks can change. Intellect recommends a
cyclical approach:

 the initial Risk Assessment shapes the procedure; but

 one aspect of the procedure may be that there should be a Risk Assessment review;
either triggered by defined events (such as entering a new geographical market), or
just periodically.

 the result of that review may, in turn, feed back into amended procedures.

It is important to get the Risk Assessment right as, no matter how perfectly aligned the
procedures are to the Assessment, they may be inadequate if the Assessment did not
identify all the relevant risks. On the other hand, an overly cautious Risk Assessment has
the drawback that it might lead to unnecessarily rigorous procedures putting the company
at a competitive disadvantage. A proportionate approach is all that is needed.

Principle 1 of the Government’s guidance is proportionality, divided into two categories.

a) Proportionality - Bribery Risk:
An organisation’s procedures should be proportionate to the bribery risks it faces. It is the
Risk Assessment that should ascertain this.

b) Proportionality - Nature, Scale and Complexity:
An organisation’s procedures should be proportionate to the organisation’s size, resources
and structure, but that is not the same as saying the Assessment should per se capture
information about size, resources and structure. Intellect suggests information about the
nature, scale and complexity should be captured in the Assessment.


Internal and external risks

Organisations have far greater control over internal risks, and it should be possible to
eliminate many of them with the cyclical approach mentioned above. For example, the
internal risks suggested by the Guidance are:

 a bonus culture that rewards excessive risk-taking
 deficiencies in employee vetting, training, skills and knowledge
 a lack of clear financial controls
 a lack of a clear anti-bribery message from the top-level management
 a lack of clarity in the company’s policies on, and procedures for, hospitality and
promotional expenditure, and political or charitable contributions

To these we would add:

 a lack of management and reporting of corruption issues
 a lack of support or structure for reporting concerns
 a lack of awareness of, or inadequate dealing with, historical issues or problems
in this area

External risks are harder to control, and the Guidance divides them into categories:

Transaction risk: The Guidance notes that certain transactions are higher risk than others,
such as those involving charitable or political contributions, or requiring licences and
permits. Of specific relevance to some Intellect members will be the fact that:

 contracting for the performance of IT services is identified in the Guidance as
perhaps carrying a low risk; but

 transactions relating to public procurement (including, one assumes, IT
procurement) has a high transactional risk

Sectoral risk: Some sectors are inherently at higher risk of bribery, including the extractive
industries and the large scale infrastructure sector. However, helpfully, as explained in the
introduction, the business of our members is generally considered to be less high risk than
those. For example, the non-governmental organisation Transparency International
produces a study every few years, called the Bribe Payers Index, which looks at bribery risk
on a sectoral basis and ranks business sectors between higher and lower risk. In the most
recent 2011 Bribe Payers Index, the Information Technology sector ranked 3rd, while the
telecommunications sector ranked 8th out of 19 sectors, where the sector ranked 1st is
the least likely to bribe. Therefore, the sectors relevant to our membership are relatively
low to medium risk.

Country risk: Some countries are perceived to have high levels of corruption and an
absence of effective anti-bribery legislation. A useful tool in the external Risk Assessment
of any organisation involved in business overseas is Transparency International’s
Corruption Perceptions Index, which ranks all countries in this regard. As a very general
rule of thumb, countries scoring less than 5.1 on this index may be considered “high risk”
jurisdictions, for example.


Business opportunity risk: The Guidance sweeps various risks into this category, such as
involvement in projects which are not apparently undertaken at market prices, or which
do not have a clear legitimate objective, or - perhaps of most relevance to Intellect
members, who may be involved in large IT or communications projects - high value
projects or those involving many contractors or intermediaries.

Business partnership risk: The Guidance cites various high-risk relationships, such as
intermediaries in transactions with foreign public officials, as well as, and consortia or joint
ventures.

Periodic, informed and documented assessment
While the sources you can use to contribute to an informed assessment will vary from case
to case, it is likely that the appropriate sources for your business will become obvious as
the Assessment is conducted. For example:

 if an organisation is conducting business overseas, then Transparency International’s
Corruption Perceptions Index should be considered

 if parts of your business use intermediaries to sell products or services, then due
diligence on those business partners will be required. This might involve looking at the
partner company’s history and, especially if it was recently incorporated, the histories of
other companies the principals were involved in, and perhaps even further background
checks on those individuals, depending on what you find.

Thus, it is likely that an informed Assessment will require the review of documents, and
the Assessment should be documented - i.e. the organisation should retain those
documents along with documents generated by it in the Assessment process. The Section
7 offence is one of strict liability so, if an organisation’s anti-bribery procedures are
inadequate, the existence of extensive documentation will not be a defence in itself.
However, the evidence in the documents may make a finding of inadequacy less likely,
and in any event should be relevant as mitigation in the setting of any penalty.


Corruption risk assessment

The Ministry of Justice do not prescribe a methodology for undertaking a bribery and
corruption risk assessment but there are a number of principle features and factors that
companies should consider when planning and undertaking their risk assessment.

Principle features of the Factors to consider Reflections to apply
process

 Sponsored by and  Nature and size of  Has your risk assessment
engagement from senior operations and business concluded that the risks
management. activities. are only associated with
your employees being
 Involves a broad range of  Routes to market and bribed? This may be
personnel from your level of control over correct, but ask yourself
business. these. again if you have properly
probed the interactions
 Consistency of approach  Incentives to commit an your employees or any
organisation wide. act of bribery other associated person
(e.g. Remuneration/ has with respect to
 Embedded in existing risk reward structures). winning or retaining
management processes. business.
 Location of operations/  Have you got to the heart
 Supported by data. activities. of the matter? Risks that
are not granular cannot
 Considers black swan  Interactions with
be easily mitigated e.g. if
risks i.e. events that are a public officials. your risk assessment
surprise and have a major concludes that your risks
impact, yet after the fact,  Relative significance to are related to high risk
the event can be your business. locations you are not
rationalised by hindsight. likely to develop
 Existing controls/
meaningful mitigation
 Revisited in instances prevention measures, actions, if you can
where the risk profile of monitoring and assurance pinpoint exactly where/
the company changes activities and past issues. how the risk may
(e.g. an acquisition or manifest itself you will
expansion into new  Communication, tone
have a much better
markets). and awareness. chance of defining a set
of controls that will
 Re-assessed periodically.  Resources mitigate that risk.
(manpower/
financial) to  Do you understand how
conduct the you will use the risk
assessment. assessment outcome to
guide the development of
controls, the content and
recipients of training and
the messaging by
leadership?
 Can you demonstrate
the risk assessment
process that you have
undertaken, if necessary?


Due diligence of business partners

As outlined above, an “associated person” could cover a wide range of your business
partners, including your agents, advisers, consultants, distributors, suppliers, contractors,
and sub-contractors (if they perform services for you rather than simply acting as the seller
of goods). It is also possible that your subsidiaries and potential joint-venture partners
could be deemed associated persons in certain circumstances.

The conduct of due diligence in relation to the selection and monitoring of current and
prospective business partners is an important element of the implementation of any
anti-bribery procedures. As with the more general Risk Assessment, it is also important to
ensure that your due diligence exercise is properly documented to provide evidence in the
event of an investigation.

Due diligence may involve research, investigation, questioning, and monitoring of business
partners. The goal of the due diligence exercise is to expose any bribery risks associated
with a particular business partner. This will enable you to make an informed decision as
to whether it is safe to continue or enter into that business relationship (and possibly even
whether it is necessary and justified to do so) and, if so, what steps and controls ought to
be taken to mitigate the identified risks.

Your risk assessment will determine the scope and extent of the necessary due diligence
to be carried out on your business partners. For example, it could be disproportionate to
carry out an extensive due diligence exercise in relation to certain low risk associated
persons. The extent of due diligence required may also be influenced by the financial
value of the business relationship and how much is already known about the particular
business partner in question (perhaps as a result of due diligence conducted in the past).

Company: MMW Kellogg Ltd (Construction company) (settlement with
SFO)

Offence: Pre 2009 - Receipt of funds generated by share dividends
payable from profits and revenues generated by contracts
obtained by bribery and corruption.

Note: This demonstrates the importance of due diligence on suppliers,
sub-contractors, third parties; MW Kellogg played no part in the
criminal activity that generated the funds.


Due diligence questionnaire

Below is a list of questions designed that you could use to form the basis of a due
diligence exercise in relation to business partners. The list contains a broad range of
questions grouped by headings and is by no means exhaustive. It will be important to
consider which questions are appropriate for a particular business partner. For example,
certain questions may only be applicable if the business partner is a corporate entity (as
opposed to an individual) or of a certain size. If a proposed business partner refuses or is
unable to answer any questions without good reason, this in itself could be considered a
warning sign. It is advisable to inform the business partner at the outset of the
relationship that you intend to ask the below questions and conduct the verification
referred to below. It will also be unnecessary to ask any questions which you already ask
as part of your existing procurement processes, but you should refer to the answers given
there in conducting your due diligence assessment. You should also ensure that any
personal data collected and stored as part of the due diligence process is done in
accordance with data protection legislation.

Due diligence questionnaire

Please provide
Corporate  Details of your corporate/ownership structure
(including details of shareholders) and a brief history
of your company.
 Details regarding the composition of your board, and
the names, and locations of your senior officers and
key personnel (including details of any other
directorships held).
 Company registration details for your parent company
and any holding companies.

Financial  Audited financial statements for the previous two
years or if no audited financial statements are
available please provide unaudited accounts certified
by senior management.

Personnel  Details of the background, expertise and business
experience of the individuals who will be performing
the relevant services.


Compliance  Details of your anti-bribery procedures/policies (if any)
and any vetting processes you carry out on your staff
and sub-contractors.
 Details of any past bribery/corruption issues, including
any relevant judicial and/or regulatory warnings,
investigations (past and/or ongoing) and/or findings
against you. If you have had any relevant judicial
and/or regulatory findings against you, please provide
details of the remedial action and/or procedures you
have implemented (if any).

Services specific  Details of the resources/capabilities you have to
perform the required services.
 Details of any sub-contractors/intermediaries you use
and/or intend to use.
 Details regarding the necessity of any sub-contractors
and/or intermediaries.

General  Details of existing partnerships and third party
relationships. Do you interact with or have a close
connection to any public officials (including any
foreign public officials and/or ruling families)?
Are any of your staff, officers or shareholders public
officials or public bodies?
 Details of your other clients.
 Appropriate business references.


Due diligence checklist

Below is a checklist of actions to be undertaken as part of a due diligence process. These
actions are designed to supplement the enquiries made from the business partner based
on the questionnaire on page 15. The list below contains a broad range of actions
grouped by headings and is by no means exhaustive, nor will it always be necessary
to conduct all of these checks. It will be important to consider which actions are
appropriate.

Due diligence checklist

Independent verification  Follow up references provided by the business
partner.
 Conduct general internet searches on the business
partner and every person identified as having control
over the business partner’s affairs if a corporate
entity.
 Enquire about the business partner with local
chambers of commerce, local embassies, local
authorities, business associations and business
contacts.
 Conduct a credit rating of the business partner.

Compliance/contractual  Require or encourage the business partner to comply
with your anti-bribery policies and/or to implement its
own anti-bribery procedures/policies.
 Invite the business partner to participate in your
internal anti-bribery training.
 Assess the business partner’s willingness to sign-up to
anti-bribery contractual clauses (with a right to
terminate in the event the business partner breaches).


Review/audit  Ensure that the business partner has the requisite
experience and expertise to perform the services.
 Periodically refresh your diligence questions and audit
your contract with the business partner to ensure it
remains valid and applicable.
 If the business partner operates abroad, periodically
travel to that country (or employ a specialist firm) to
review the business partner’s working practices.
 Ensure that your contract with the business partner
requires it to keep proper books/records and
contains a right of access to the records and any other
data you may want/need as part of an investigation,
as well as requiring co-operation in investigations.

Commercial/benchmarking  Compare local market rates with rates quoted by the
business partner and assess whether the fees quoted
by the business partner are reasonable and
commercial.
 Ensure that there is a valid internal business case for
the appointment of the business partner.
 Assess whether the business partner’s standard terms
of business (if any) are significantly inconsistent with
other local business terms and conditions. Do they
contain the protections you need? Should you use
your terms or bespoke provisions instead?

Internal procedures  Maintain a register of business partners and
document all due diligence enquiries made.
 Terminate any intermediaries who are not essential to
the project or for the performance of the services.
 Obtain applicable internal authorisations prior to the
engagement of the business partner.
 Ensure that any/all payments to the business partner
are accurately documented, on the basis of detailed
invoices confirming the products and/or services
provided, and approved by the relevant officers.
 Seek to ensure payments are made only after receipt
of goods/services and paid directly into the
counterparty’s agreed bank account. Seek to limit
(if possible) the extent to which the partner is
remunerated on a commission basis.
 Attend any meetings between the business partner
and public officials.


Best practice

Due diligence

As explained in the previous chapter, the process of due diligence is a mechanism to
expose any bribery risks associated with a particular business partner. In essence, the
process is about gathering information on a person or business and evaluating it (using a
simple risk assessment tool) before entering into a business relationship with them, the
nature of which can then be tailored to try to mitigate the risks identified (assuming you
are satisfied that it is safe and appropriate to enter into the relationship at all).

The scope and extent of the necessary due diligence to be carried out on any associated
person will vary according to certain risk factors including but not limited to:

 the proposed role of the associated person and the nature of the service provided
 the financial value of the business relationship
 existing knowledge of the associated person in question (and his/her pedigree)
 the country or location of the associated person

If the due diligence process throws up issues such as brushes with the law, late filing of
accounts etc., these are indicators or ‘red flags’ that there may be trouble ahead. It will
be important to consider whether you want to enter into a partnership with a high-risk
business partner, particularly if the same services could be provided competitively by
someone else with less risk.

Contract advice

Contractual protections should include:

 a warranty that the business partner did not bribe in order to win his contract with
you,
 a prohibition on bribery in connection with performance of the contract,
 an obligation of the partner to complying with all applicable anti-bribery (and
anti-money laundering) laws
 an obligation of the partner to upholding the principles in your anti-corruption
policies and to making sure that those are properly implemented in their business
 a right of termination where there is a breach of any of these provisions.

You may also consider requiring the partner: (i) to inform you where it becomes aware of
a possible breach or where it is subject to any extortive demand by a public official in
connection with performing the contract; and (ii) to certify on a regular basis that it
remains in compliance with these provisions. As mentioned above, in higher risk or more
significant business relationships, it would also be advisable to insist on wide-ranging audit
rights and investigation co-operation obligations.


In the case of your business, you may need to have an anti-bribery policy that you can
show to your prospective partners as being the base for them adopting something similar.
You should be prepared to formally commit to anti-corruption measures so that in turn
you can insist on those in your dealings with third parties. If your partners are willing to
adopt or comply with your policies and procedures in this regard, you should also be
prepared to commit the time and resource to helping them understand what is expected
of them, including by training them on the requirements similarly to how you would train
your own staff.

Talking about these issues upfront early on in the relationship will enable you to gauge
the reaction of the respective partner and to gain some understanding of their
appreciation and respect for these principles.

Contractual protection will help you mitigate financial or reputational risks in the event of
allegations of fraud, bribery or corruption and help you to investigate them and deal with
the consequences.

Whistleblowing

Communicating the message that your business has zero tolerance to bribery to all your
staff is essential. Indeed, communication is one of the six principles the Ministry of Justice
set out for designing and implementing adequate procedures.

Whistleblowing or reporting procedures that enable your staff to report their suspicions
about possible bribery should, therefore, be considered as part of your communication
strategy. It is vital that your employees know that there is a mechanism in place to report
any unfavourable or damaging actions of fellow employees.

The size of your business will be an important factor in deciding how best to structure a
whistleblowing/reporting policy. In small businesses with few workers it may not be
practicable to provide an anonymous service, but it should always be possible for staff to
report concerns outside the normal line management chain and, in larger organisations, it
is recommended that workers:

 should be able to report concerns anonymously and with little difficulty (subject
to any legal restrictions on this in particular countries)
 have trust in the process and the confidence that their concerns will be taken
seriously
 are assured that they will not face reprisals


Gifts and hospitality

Legitimate and reasonable business hospitality to build relationships with customers is an
important and accepted part of doing business and is not intended to be outlawed by the
Act. However, if you offer gifts or hospitality which are clearly over the top or
inappropriate in the circumstances, then you run the risk that others will perceive it to
have an improper motive. The trick is getting the right balance. The government has
provided examples within the Guidance to assist you, but there is no agreed “spend”
below which it would always be deemed acceptable or above which it would always be
deemed a bribe.

It is advisable to set parameters for gifts and hospitality that you consider appropriate for
your business; these parameters must be communicated to staff. Some of this will be
common sense – inviting a contact to the rugby and taking him/her to dinner afterwards is
unlikely to give rise to any concerns whereas paying for a contact to go on an all expenses
paid 5 star holiday with his/her family may well suggest an improper motive – however
there are many levels in between and drawing up guidance on these should be a key part
of any procedures to prevent bribery. In addition, what may be acceptable hospitality in
some circumstances may be less acceptable in others – e.g. when tendering for a project,
you should consider whether it is appropriate to invite the potential customer’s
procurement manager to the rugby and dinner, even though that may be acceptable were
you not in the process of tendering.

Factors that should be considered when deciding whether to offer or accept a gift or
hospitality include...

 Does the offer offend our good business practice and ethics?
 Is there a legitimate business aim in making the offer?
 Is it reasonable bearing in mind the seniority and status of the recipient?
 Is the timing of it sensitive? For instance, if we are awaiting a pending business
decision
 Is it isolated and does it form part of a series of benefits which if taken together,
would offend our policy?
 Will it create an expectation of reciprocation of business?
 Is it made openly or is there any suggestion of secrecy?
 Does it comply with not only our policy and procedures but also those of the
recipient’s organisation (if known)?
 If the gift or hospitality is offered abroad, would it be considered reasonable
and proportionate if it had been offered in the UK? The test under the Act
is against UK practice not against local practice.

If any gifts or hospitality are offered to people who fall within the definition of a ‘Foreign
Public Official’ then extra care should be taken because any gift or hospitality which could
be seen to influence the FPO in his/her actions (whether properly or improperly) could fall
foul of the Act.


Gifts and hospitality (continued)

There is some benefit and simplicity associated with setting limits/thresholds for
gift-giving and hospitality, both as a giver and a recipient. These limits can relate not only
to when the hospitality or gift can be given/received, but also when it must be recorded in
the company’s register for such things. The benefit of taking this approach is that,
assuming the parameters are followed and enforced; the corporate will have certainty of a
consistent approach and will not be left to rely on the subjective judgment or discretion of
staff at the coalface. Arguably, this represents a more robust process for mitigating
bribery risk than to leave these matters to individual judgment. Further, by keeping a
record of all such offers (to or from your people), or at least those above a certain
minimum threshold to avoid overly burdensome administration, you will be able to
monitor what is actually happening and feed this into your review of performance and
risk.

For example, you may decide that there should be no gifts, or only of a nominal value.
In some cases, it may be appropriate to exceed these parameters. However, we
recommend that such a decision is referred to a senior manager.

It is good practice to have a gifts and hospitality policy and in drafting one up you ought
to consider the points referred to above as well as:

 where and how gifts and hospitality are to be recorded and who will monitor the
records
 providing a copy of the policy, and requiring compliance with it, to your agents,
suppliers and associated third parties as well as employees
 how the organisation will ensure compliance with the policy and monitor its
implementation.

Case study

In March 2011 Company X reached a settlement with the US authorities under which it
paid $10 million in respect of alleged breaches of the US anti- bribery legislation.
A subsidiary of Company X was alleged to have paid cash bribes and provided
improper gifts and payments of travel and entertainment expenses to various government
officials in South Korea in order to secure the sale of Company X’s products. Another
subsidiary of Company X was alleged to have engaged in a widespread practice of
providing overseas trips, entertainment, and improper gifts to Chinese government
officials. The settlement was reached with no admission of liability by Company X.


Sponsorship

Sponsorship, while a legitimate part of business activity (both in terms of marketing and
also in giving back to the community) can also amount to a form of bribery, because it can
fall within the definition of a “financial advantage” and so should be considered from a
risk perspective before engaging in it. The approach a business takes to the issue of
sponsorship, should be the same as it would take to corporate entertainment. The value
of the sponsorship, the intended recipient, the intention behind it and timing are all
relevant considerations. The business should be able to justify that the sponsorship was
reasonable. Most companies have at some point been approached by a customer who
wants to be sponsored because they are undertaking some fund-raising activity, or by a
local sports team needing a new kit. Donating a reasonable amount, provided that the
customer's organisation would allow for it, should be acceptable. Donating the
equivalent of that person's fund-raising target is, however, likely to raise a suspicion.

Dealing with foreign public officials

As already mentioned the Bribery Act creates a specific offence of bribing overseas
officials and the definition of such persons will be widely construed. Entertaining such
persons or paying routine grease or facilitation payments are prohibited unless these are
permitted by the written laws of that country.

The government's intention is to stop not only the overt payment of large bribes to
overseas officials to win contracts, but also low level routine payments which are designed
simply to “grease the wheels”. If you only trade within the UK then this risk may not
arise, for the purposes of the overseas officials offence, but there is still a risk of bribery
where UK officials seek similar grease payments.

However, if for example, you export goods or services abroad then bribes may be
requested by overseas officials and you need a plan to avoid having to pay them. The
Serious Fraud Office, which will take the lead in prosecuting offending businesses, will
have little sympathy for those that routinely pay such bribes as part of the cost of doing
business and who are unable to demonstrate they have made any efforts to avoid them.

Intellect recommends:

 you conduct a risk assessment to establish if such payments will be (or have been)
demanded in parts of your business
 you have a clear policy regarding such payments
 you provide written guidance and/or training to staff and carry out checks to ensure
this is being followed
 all payments (and possibly even all demands) made are recorded
 you take steps to inform the authorities in those countries that payments are
being demanded
 you look at practical steps to curtail the making of such payments


Effective implementation of bribery prevention measures

Developing a risk register and producing clear policies and procedures to address bribery
risks are important steps in the development of bribery prevention measures. There are,
however, equally important efforts to be spent on ensuring that those risks are
understood and that employees and other associated persons know what actions they are
expected to undertake in applying those policies and procedures in the day to day
business context.

The Ministry of Justice rightly identify that communication and training are necessary
activities and the role of leadership in delivering a tone from the top is important in
embedding bribery prevention measures throughout the organisation.

There are intricate details to consider when seeking effectively to implement bribery
prevention measures.

Communication

In delivering communication the delivery method is often as important as who is delivering
the message. For example, an email from an MD or CEO may be less effective than where
it is coupled with a face to face brief from a line manager where an organisation does not
habitually use email as a communication method; or where there is an over-reliance on
email being used such that the importance of the message is not appreciated by the
recipient. The key point is that the effectiveness of communication is dependent upon the
preferences of the transmitter and the preferences of the recipient of the message. In
some organisations there may be the possibility for more highly tailored communications
methods due to scale or geographic considerations not being a constraint.

A further point on communication is that consideration should be given as to how best to
re-enforce it. Delivering a one off message is less likely to take root with the intended
recipient than a repeated message, possibly through different methods. There could be
opportunities to involve the wider leadership team and/or mid level managers in the
efforts to convey the expectations on employees and associated persons.

Training

Some training is likely to be appropriate to help staff understand what the company’s
policies are, how they are to be applied and also how to spot the issues that will engage
them.

However, different levels and types of training may be appropriate for different
organisations with differing risk levels; it is important that the correct method of training
is applied. E-learning is a commonly applied, and in many instances effective, training
method. For higher risk organisations, interactive/facilitated sessions where participants
can explore issues may be more appropriate.


Training (continued)

Where risks are highest, training may benefit from being specific to the application of
specific bribery controls that employees and other associated persons are expected to
apply, thus delivering practical assistance to those who will be most likely to encounter
bribery risk. It may be appropriate to test the understanding of staff at the end of the
training and require a minimum level of performance in the test, failing which the training
must be re-taken.

In all cases, in order to be able to demonstrate that the training occurred and all relevant
staff undertook it, we recommend that records are kept of all attendees and when they
attended, together with copies of the training they undertook and, if they are to be tested
on what they learned, copies of the test performance results.

Upholding standards

It is important for an organisation that is intent on effectively implementing its bribery
prevention measures to be seen to uphold its own standards. Therefore, if an instance of
misconduct is indentified, the company should enforce its own policies and procedures to
demonstrate to all staff that the company stands by its processes and will not tolerate
breaches. Failing to do so would undermine the importance that leadership subscribe to
bribery prevention.

Monitoring effectiveness

Once bribery prevention measures have been introduced, it will be necessary over time to
test the effectiveness of those controls. Without doing so, how can the company’s
leadership take comfort in their suitability to achieve the aims of bribery prevention?

This can be done through the application of internal governance in the course of
operations, e.g. embedding the review of the application of bribery prevention measures
at key points in business decision-making and putting bribery risk on an equal footing to
financial or programme risk. Additionally, or alternatively, independent testing potentially
by internal audit or external specialists of the application of bribery prevention controls
can be undertaken, or a mixture of both at different times, as appropriate.

Through this process not only can an organisation develop an understanding of how far it
has achieved the embedding of bribery prevention measures in the day to day operations
of the business, but also the extent to which those responsible for applying bribery
prevention measures have understood what is expected of them.

Furthermore, opportunities to enhance the bribery prevention measures can be identified
both from the perspective of better mitigating bribery risk and from the perspective of
streamlining controls application.


Sanctions and consequences of a corruption conviction under the
Bribery Act 2010

Legal consequences

Individuals
 An individual may be imprisoned for up to 10 years and may be subject to an
unlimited fine in the discretion of the court.
 If the individual is a director, they may be disqualified from being a company
director and may be held personally liable for consenting or conniving in any bribery
committed by the company.

Companies
 A company convicted under the Bribery Act is liable to an unlimited fine. Recent
case-law suggests that the courts will impose stiff penalties where a company is
found guilty: “the level of fines in cartel cases is… measured in tens of millions.
It is self-evident that corruption is much more serious”
(Thomas LJ in R v Innospec (2010)).
 The company may also be debarred from tendering for EU public contracts in future
(companies can also be debarred where they have board members/senior officers
who have previously been convicted of a corruption offence).

Other offences

 Apart from the offences and penalties under the Bribery Act itself, acts of bribery
often involve the commission of other offences which carry additional penalties.
 In particular, false accounting and fraud offences often go hand-in-hand with
bribery offences and can result in separate charges. For example, under the
Companies Act 2006, a person may be guilty of a false accounting offence for
failing to keep adequate records and for knowingly or recklessly approving accounts
that do not give a true view of a company’s financial position. Offences may also
be committed where someone dishonestly destroys or falsifies accounts, or
produces misleading accounts.
 Invariably, bribery offences will also entail money laundering (and money laundering
offences may occur even if a bribery conviction cannot be made out), which carries
severe custodial and financial sanctions of its own.
 Even where no other offences occur, the prosecuting authorities have a number of
tools available to them to increase the financial sanctions resulting from a bribery
conviction. In particular, where any benefit has been obtained through bribery, the
Court may confiscate property of the defendant that represents that benefit.
Depending on the circumstances, the Court can sometimes treat all the defendant’s
assets as the proceeds of crime unless the defendant can prove (on the balance of
probabilities) that they came from a legitimate source. In the most extreme cases,
the entire revenue of a business going back six years can be confiscated in this way,
in addition to any fine levied under the Bribery Act itself.


Reputational and commercial consequences

 Regardless of a conviction, the mere investigation into a suspected offence can be
onerous, lengthy and intrusive. Investigations invariably take up considerable
management time and are stressful for everyone involved, which can impact on
general morale within the business.

 Responding to, and dealing with, an investigation is also expensive, not just in terms
of time and distraction from core activities, but also in legal and other expenses all
of which harm the company’s profitability and success.

 The prosecuting authorities increasingly use the media as one of their tools to
promote their crime prevention activities. Companies and individuals investigated
by the authorities may suffer reputational damage associated with it – whether or
not any charge is ever brought. This can impact on a company’s ability to do
business by undermining the trust and confidence of the company’s existing and
potential customers and other stakeholders.

 Those who have suffered damage or lost business as a result of bribery (including
competitors) may even seek compensation for that damage through legal
proceedings, which will increase the cost and management burden and reputational
fall-out from the underlying allegations.

Company: Mabey and Johnson Ltd (Construction company) (R v Mabey
and Johnson [2010])

Offence: Pleaded guilty in 2009 to providing kick-backs to the Iraqi
government under Saddam Hussein (inflating the contract price
for the supply of steel bridges to disguise illegal payments)
following self-reporting the issue to the SFO.

Penalties: Former managing director imprisoned for 21 months and
former sales director imprisoned for 8 months. Company fined
£6.6m.

Note: In sentencing, the judge stated that “When a director of a
major company plays even a small part, he can expect to receive
a custodial sentence.” Further, in January 2012 the Serious
Fraud Office obtained an Order requiring the company’s parent
company to pay back dividends of over £130,000 gained
through contracts won as a result of unlawful conduct.


Company: Company Director Julian Messent (Insurance Broker) – PWS
International Limited (R v Messent [2011]).

Offence: 1999 – 2002 - Making or authorising payments of almost $2m
to Costa Rican officials.

Penalties: 21 months imprisonment. Ordered to pay £100,000
compensation to the Republic of Costa Rica within 28 days of
sentencing or serve an additional 12 months imprisonment.
Director was disqualified from acting as a company director for
five years.

Note: In passing sentence the judge stated “It is no mitigation to say
others do it [pay bribes] or that it is the way of doing business.”
SFO Director, Richard Alderman stated, “This case shows how
determined we are to pursue businessmen who bribe.”


Case scenarios

These are example case scenarios intended to assist members in considering issues which
may affect their business. They are illustrative only. The considerations they contain are
not comprehensive or conclusive of what would amount to “adequate procedures” to
prevent bribery as in reality each case will turn on its facts. Further case studies can be
found in the appendix to the Ministry of Justice's Bribery Act Guidance and members
should consider seeking legal advice where appropriate.

Case Scenario 1: Hospitality and Entertainment (see section on ’Gifts and hospitality’)

You maintain a programme of social business events, including entertainment and
attendance at sporting events, to thank your long standing business partners.

You could consider the following:

 conducting a bribery risk assessment in relation to your dealings with those
attending, in particular in relation to the provision of hospitality.

 publishing a policy statement about your position on bribery and corruption,
including that you are committed to providing only proportionate and reasonable
hospitality.

 issuing internal guidance about the provision (and acceptance) of hospitality. This
might include:

 The acceptable reasons for hospitality (hospitality should reflect a desire to
cement good relations and should not make the recipient feel that they are
under an obligation to give you work or any business advantage).

 The criteria to be applied when deciding appropriate levels of hospitality
(for example, it may be prudent to apply financial caps on the amount of
hospitality which can be given to any one person/company over a period of
time).

 The appropriate and inappropriate timing of hospitality (for example, it may
be inappropriate to invite a customer to an event while you are tendering to
renew your contract with them).

 A requirement for sign off by management.

 The need for your employees to attend the events to which you invite
contacts (in general terms, you should only offer hospitality for an event at
which people from your organisation will be present).

 keeping adequate written records of the hospitality given, including accounting
information.

 monitoring the implementation of your internal hospitality procedures.


Case Scenario 2: Hospitality and Entertainment (see also section on ‘Gifts and hospitality’)

You invite a contact to the UK to visit your business operations and to discuss how you
can be of assistance to his/her business. Whilst he/she is in the UK you want to take him/
her out to dinner. Is this acceptable?

 You could consider referring to your policy on gifts and hospitality to check what it
provides. You should also consider the facts surrounding the dinner (including the
reason for it, the role of your contact within his/her business and the type of dinner
to be given) and adopt a common sense point of view. Taking a contact out to
dinner to discuss working together will generally be acceptable, provided that this is
reasonable and proportionate to your relationship. In general terms, the more
senior a person is, the less likely it is that he/she will behave improperly as the result
of being bought dinner but in any event the less lavish the dinner, the less likely it is
to be considered a bribe.

 If your contact is a foreign public official, you should take extra care in case your
conduct might amount to bribery of a foreign public official (this bribery offence
does not require an intention to make the recipient behave improperly).

 If your contact asked to bring his/her family over to the UK and to the meal, paid for
by your business, then this is less likely to be reasonable and proportionate and may
amount to a bribe.

Case Scenario 3: Gifts (see also section on ‘Gifts and hospitality’)

You are sent a modest gift at Christmas (for example a bottle of alcohol) by a supplier
with whom you have worked during the year. Should you accept the gift or return it?


 checking what your bribery/gifts policy provides in relation to accepting gifts.

 assessing the value of the gift and any other gifts from the supplier.

(In general terms it will permissible to accept a modest gift if it will not improperly
influence your dealings with the supplier on an ongoing basis (e.g. to choose them over
another supplier). Whereas if it is extravagant or one of many gifts regularly made to you
by the same supplier then it may not be appropriate to accept it). You should always
consider the purpose behind a gift before giving or receiving it.


Case Scenario 4: Gifts and sales practices

 You decide to offer a ‘free gift’, such as a digital camera or tablet, to
any/a customer who signs up to your service/purchases certain goods from you.


 checking what your gift policy provides (this is a gift which should be considered in
accordance with your gifts policy).
 assessing the rationale for the gift: is the gift generally available to all customers, or
has it only been offered to a particular customer to get them to sign up? The
former is likely to be more acceptable, in the usual ‘loss leader’ way.
 the gift should be for the ultimate customer – if the customer is a business this
means that the gift should be given to the business as part of the commercial deal
and not to the sales person personally. The former is more likely to be viewed as
part of the commercial deal, the latter as an inducement to the sales person to pick
your company's services and/or goods. At very least, it would be advisable to ensure
that the gift is transparent to the sales person’s employer (see below).
 if it is part of a commercial deal then it should be reflected in the deal that the gift
was included, to ensure visibility for you and the other party.
 is the value of the gift proportionate to the commercial deal proposed?
 is the gift being offered at an ‘inappropriate’ time? For example are you
simultaneously tendering for unconnected business opportunities with the
organisation or organisations that may qualify to receive the gift?

Case Scenario 5: Facilitation payments

You are informed that goods you are exporting to a foreign customer have arrived at the
overseas port, but in order to be released for shipment on, you are required to pay a sum
of money to the local customs official.


 communication of your policy on non-payment of facilitation payments.

 seeking legal advice as to whether the payment is one required under local written
law of the country in which the goods are being held. If it is not, to make such a
payment would be a “facilitation payment” which is prohibited by the Bribery Act.

 questioning the legitimacy of the demand.

 requesting receipts and identification details of the official.

 requesting to speak to the official’s superior.

 trying to avoid paying the fee (if not properly due) in cash to the custom’s official,
including by informing those demanding payment of the bribery offences under UK
law.


Case Scenario 6: Due Diligence of agents (see also ’Due Diligence of Business Partners’ and
Case Scenario 6: Due Diligence of agents section ‘due diligence’)

You are a SME and are considering using a local distributor of whom you have no
experience in a foreign emerging market in which you have not previously worked.


 Conducting due diligence and background checks that are proportionate and may
include:

 compiling a questionnaire for the potential distributor requiring for
example, details of ownership, references for individuals which would
perform services for you, existing partnerships and judicial decisions against
the company.

 undertaking independent research into the company, including internet
searches of the company and potentially those individuals with control over
the company.

 making enquiring with local authorities to check that the information
provided by the company in its questionnaire is correct and obtaining copies
of references.

 requesting a copy of the company’s anti-bribery policies.

 Looking for a different distributor if you are unhappy with any of the information
you obtain in relation to this company.

 If you decide to work with the company further points to consider may include:

 providing your bribery policies to the company.

 including bribery provisions into any contract you enter into with the
company.

 thinking how best to work with the company, including being clear about
how the company will be remunerated.

 repeating due diligence checks on the company (including making visits in
person to the company).


Annex

The Bribery Act 2010
http://www.legislation.gov.uk/ukpga/2010/23/pdfs/ukpga_20100023_en.pdf

The Bribery Act 2010: Guidance about procedures which relevant commercial
organisations can put in place to prevent persons associated with them from bribing
http://www.justice.gov.uk/downloads/legislation/bribery-act-2010-guidance.pdf

The Bribery 2010: Quick Start Guide
http://www2.erewash.gov.uk/moderngov/mgConvert2PDF.aspx?ID=8836

Transparency International’s Bribery Pays Index 2011
http://bpi.transparency.org/

Bribery Act joint prosecution guidance
http://www.sfo.gov.uk/press-room/latest-press-releases/press-releases-2011/bribery-act-
prosecution-guidance-published.aspx


Contributors

Intellect would like to acknowledge their thanks to those that contributed to the working
group that developed this Handbook. Members of the working group were:

Blake Lapthorn is one of the UK’s leading full-service law firms,
providing the full range of legal services needed by companies
and organisations, with an industry-focused approach through
its specialist sector groups. The firm also provides key services
for individuals and families.

More than 350 lawyers and other specialists deliver these
services, based across key locations in London and Southern
England. Combining legal expertise with a strong commercial
approach, the firm delivers results for its clients, whether they
are multinational companies, owner-managed businesses,
Government agencies, charities or private individuals.

Lara Robson | Philip Somarakis
www.bllaw.co.uk

Bristows is a dynamic and globally recognised law firm based in
London with a client base that comes from a wide range of
industries and includes some of the world’s leading companies.
We are particularly well known for representing organisations
with significant IP and technology assets and have been
recognised for groundbreaking and complex work. We offer
an unusually deep knowledge of the industries our clients
represent. A high proportion of our people have specialist
backgrounds, including technical degrees, PhDs and time spent
working in industries such as IT, telecoms and pharmaceuticals.
This extra dimension sets Bristows apart and gives us a rare
insight into how the law relates to our clients' businesses.

Hazel Grant, Partner | Sacha Wilson, Associate
www.bristows.com

CMS Cameron McKenna’s regulatory and investigations group
advise on all aspects of bribery and corruption law and related
risks issues. Our skilled professionals have specialist, in-depth
experience of advising on and conducting complex internal and
external investigations and in dealing with regulators and
prosecutors where problems are identified. We assist clients in
developing procedures to meet the requirements of the Bribery
Act 2010, as well as other regulatory obligations, and can help
implement improvements to systems in any areas where risks
have been identified. We work with our clients to understand
and manage risk, protect reputation, and put robust procedures
in place.


CMS is the leading European provider of legal and tax services.
CMS Cameron McKenna is the UK-headquartered member of
CMS with 13 offices in the UK, Central and Eastern Europe
and beyond. Through CMS, we offer seamless, integrated
multi-jurisdictional advice where necessary, coordinated
through a single contact. The firm offers an online
“Anti-corruption Zone”, a one-stop shop for information on
bribery and corruption law, policy trends and cases, which can
be accessed at www.law-now.com/anticorruptionzone. You
can also sign-up to the firm’s Law-Now service, to receive
tailored reports on legal developments of relevance to them.

Omar Qureshi, Partner
www.law-now.com

Collyer Bristow is a full-service solicitors’ firm with over 33
partners and a commercial client base. The firm has a
dedicated IT, E-commerce & Communications Group. The
Group specialises in negotiating and drafting agreements such
as for outsourcing, software procurement or licensing, and
e-commerce. It has expertise in resolved disputes relating to
such agreements, and also those relating to telephony
interconnect and competition law, and disputes with
communications regulator such as Ofcom and PP+. Collyer
Bristow has a particularly strong reputation for its intellectual
property work.

Stephen Critchley, Associate Solicitor
www.collyerbristow.com

As one of Europe's most respected and dynamic law firms,
Osborne Clarke advises high performing organisations on their
European and international legal needs from our City, National
and European offices, and the Osborne Clarke Alliance. With
1,000 people in 17 locations, our size and reach means we
have the knowledge and resources to deliver the broad range
of services our clients demand and our specialist client teams
combine a range of legal disciplines with sector expertise. Our
technology team represents both young, ambitious company
and well-established larger technology organisations. We act
for software and hardware suppliers, providers of innovative
technologies and other service providers as well as major
corporate users. Osborne Clarke is widely regarded as having
one of Europe’s leading technology and communication law
practices and have extensive experience in advising suppliers
and users on national and international transactions in the
technology sector. Areas of expertise include e-business,
interactive entertainment, biotechnology, data protection and
sales channels, as well as electronic payment systems and
outsourcing.

Kate Hughes, Senior Solicitor | Dawn Troman, Senior Associate
www.osborneclarke.com


About Intellect

Intellect, the trade association for the UK technology industry, provides a collective voice
to over 850 member companies ranging from SMEs to multinationals. Intellect works with
this community to:

 develop the UK’s capability to support a globally competitive, innovative and
sustainable economy led by a strong technology sector
 help member companies improve their business performance by
 engaging with government and regulators to create the most favourable
environment for growth and employment
 providing insights into markets and supply chains
 constructively influencing market development
 maintaining the industry’s reputation, championing its strategic importance
 promoting best practice through the Business Professional Certificate

Intellect Russell Square House 10-12 Russell Square London WC1B 5EE
T 020 7331 2000 F 020 7331 2040 E communications@intellectuk.org W www.intellectuk.org

© Intellect May 2012

The information in this paper is for use and dissemination on the condition that Intellect is referenced accordingly.

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