Internal Controls: Requiring Specificity in Records

In terms of internal controls and global anti-bribery compliance, whether the FCPA, UK Bribery Act, Canada’s CFPOA, or similar anti-bribery legislation is involved, attorneys, international lawyers, in-house counsel, accountants, consultants, and others providing advice need to keep in mind the directives and guidance of the SEC and FSA relative to internal controls and their requirement that there be accurate records with sufficient specificity. This is particularly so with third-party payments.

Records must be maintained “that in reasonable detail accurately and fairly reflect the transactions and dispositions of [] assets.”1  But, in particular, adequate procedures need to be put in place to ensure that there is adequate specificity in the records of the third party as to the reasons or purpose of payments.2  Generic terms are to be avoided.

For any effective anti-bribery compliance program, there is a need for adequate documentation and sufficient specificity as to the rationale, and other material information, for making payments.3  In the absence of sufficient and accurate information, those approving payments as well as compliance officials, including auditors, are less apt to be able to effectively monitor and timely address suspicious activity.


117 C.F.R. §§ 240.13a-15(f)(1) and 15d-15(b)(1) (2012).

2In the complaint filed by the SEC in Sec. & Exch. Comm’n v. Aon Corp., Case No. 1-11-cv-02256 (D.C.C., filed Dec. 20, 2011), it was alleged that the internal were inadequate since there was reliance upon generic terms as opposed to requiring specificity in records for payments to third parties and a lack of procedures to ensure that third-party payments were not made to foreign government officials.

3See Fin. Serv. Auth., Final Notice to Willis, at ¶ 2.2(1) (July 21, 2011). Among other failures on the part of Willis Limited, the FSA pointed to the numerous times that “the reason for sharing commission was inadequately recorded . . . . In almost all cases, [there was] a very brief description of the reasons for the commission payment and did not state in detail what services it would receive in return beyond, for example, introduction services. Id., ¶ 4.13.

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