“[A] good compliance program should constantly evolve.”1 It must adjust to ever-changing needs to remain and become more effective. An anti-bribery compliance program should be continually monitored, regularly reviewed, and modified to address weaknesses and new circumstances and to be made more efficient. Necessary and timely adjustments should and must be made based upon what is learned as part of the oversight and monitoring process.
An entity should “regularly review and improve [its] compliance programs and not allow them to become stale.”2 “Although the nature and the frequency of proactive evaluations may vary depending on the size and complexity of an [entity], the idea behind such efforts is the same: continuous improvement and sustainability.”3 Any review should not be limited to adjusting to changing needs. It must also address ways in which compliance policies and procedures can be simplified and made more efficient. Ease of use is fundamental to enhancing the likelihood of compliance.
As an effective compliance program increasingly becomes a vital part of an entity’s culture, the incidence of serious problems or concerns should diminish. However, even when problems may not be apparent, an effective compliance program still plays a role in identifying possible problems at an early stage, thereby enabling an entity to address the problem before there may be serious consequences.
Even after anti-bribery compliance becomes part of the fabric of an entity’s culture, issues can and will arise that will test even the most experienced compliance experts. A good test of whether a compliance program is effective is not the absence of concerns. Quite the opposite is often the case. An absence of problems or concerns is often suggestive of an ineffective anti-bribery compliance program, especially for an entity engaged in parts of the world where the risk of corruption may be more pronounced.
1U.S. Dep’t of Justice & U.S. Sec. & Exch. Comm’n, A Resource Guide to the U.S. Foreign Corrupt Practices Act, at 61.
2Id., at 62.
3Id., at 62 (footnotes omitted).