Addressing issues associated with bribery and corruption risks should not be segregated from other aspects of managing the activities of an entity. Nor should addressing bribery and corruption risks be entirely delegated. Quite to the contrary, every effort should be made to ensure “the integration of the anti-bribery management system requirements into the organization’s processes.”1
Senior management should take “clear responsibility for managing financial crime risks, which should be treated in the same manner as other risks faced by the business.”4 No different than business and financial risks, corruption-related risks should be among the range of factors considered by senior management in making business decisions.
Moreover, bribery and corruption risks should not be “dealt with on a purely reactive basis.”2 “[I]ntegrity and compliance with relevant anti-corruption legislation [should be] considered when discussing business opportunities.”3 Such considerations should not be limited to business opportunities. Among others, they should be considered as part of hiring decisions, structuring transactions, and designing internal controls.
There should be a “meaningful record or evidence of senior management considering financial crime risks.”5 Consideration of bribery and corruption risks should not be simply part of a one-off conversation. Especially in settings of heightened bribery and corruption risks, they must be part of a regular agenda of factors that must considered and addressed.
Regularizing the consideration of bribery and compliance risks should be part of any anti-bribery compliance program and related internal controls. It does not matter what legal regime may be implicated. This includes the FCPA, the U.K. Bribery Act, Canada’s CFPOA, Brazil’s Clean Companies Act, Australia’s Criminal Code as well as the guidance of the U.K.’s Financial Conduct Authority. It also includes other new and existing legal regimes being increasingly enforced.
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1ISO 37001, Anti-bribery management systems — Requirements with guidance for use, at 5.1.2(b) (Oct. 15, 2016).
2Financial Conduct Authority, Financial Crime: A Guide for Firms (“FCA Guidance”), pt. 1, at 57 (Apr. 2015) (U.K.) (emphasis in original).
3Id. (emphasis in original).
4Id., pt. 1, at 12.
5Id. (emphasis in original).
