8:00 Registration Begins and Morning Refreshments
9:00 Conference Co-Chairs’ Opening Remarks
Gangliang Qiao
Senior Vice President & General Counsel
Siemens North East Asia Cluster
Mark Whittenburg
Chief Compliance Officer – Greater China
General Electric (Shanghai)
9:15 Global Anti-Corruption Think Tank: The View
from HQ on How to Enhance Corporate Compliance
Function and Risk Management in China
Josef Winter
Chief Compliance Officer
Siemens AG (Germany)
John J. Sardar
Chief Compliance Officer
Noble Energy (USA)
William B. Jacobson
Vice President, Chief Compliance Officer
Weatherford International (USA)
Former Deputy Assistant Chief, FCPA Enforcement,
U.S. Department of Justice
Take advantage of this unique opportunity to hear from senior
executives who manage a global anti-corruption program in corporate
headquarters. This exclusive panel will provide practical guidance on
how HQ assesses China bribery compliance risks and what are the
most effective compliance program structures and internal controls for
China operations. Topics will include:
- Compliance programs 2.0: how global programs are progressing
and incorporating evolving global standards and regulations
- Setting the tone at the top: how HQ can demonstrate the
importance of a company’s ethical practices
- Tailoring anti-corruption training to China operations and risks,
and how to ensure the message penetrates a large organization
- Building a culture of reporting: How to implement whistleblower
procedures that will encourage employee reporting
- How HQ is assigning responsibility and accountability over China
compliance program implementation
- How global HQ measures the effectiveness of compliance function
in China
- Creating a code of conduct that matters in China
- Discussing the important role of China team in global
investigations
10:30 Coffee/Tea Break
10:45 Keynote Address
Shulu Shi
Director – Fair Trade Division
Shanghai Administration for Industry and Commerce
The Fair Trade Division of SAIC is the main enforcement government agency on commercial bribery in China. Director Shi will provide the latest update on current enforcement of China’s commercial bribery law and guidance on how multinational companies should upgrade their compliance programs and internal controls in the heightened enforcement environment.
Conference attendees will have an opportunity to ask questions to Mr. Shi.
11:30 Preparing for Heightened Enforcement of China Commercial Bribery Laws: How to Strengthen Your Compliance Program and Incorporate New Requirements
Lemin Yu
Director, Corporate Legal Department
SinoChem Corporation (Beijing)
Wei Wu
Partner, King & Wood LLP (Beijing)
Former Prosecutor at Supreme People’s Procuratorate
Gangliang Qiao
Senior Vice President & General Counsel
Siemens North East Asia Cluster
- Update on new regulations and rules: new long-arm jurisdiction amendments, new state council on tendering and bidding activities
- Update on enforcement initiatives from State Administration for Industry and Commerce of PRC (SAIC) and People’s Procuratorate of PRC
- Identifying and assessing the risks arising from current enforcement environment
- Avoiding potential violations for kickbacks, rebates, commissions, promotions in commercial transactions
- Discussing the threshold and other factors that can trigger criminal investigation
- Complying with SAIC’s requirements on corporate policies
on gifts and hospitality
12:30 Networking Luncheon for Speakers and Attendees
13:45 Ensuring Local Management, Employee and Third Party Buy-In for your Bribery Compliance and Risk Management Initiatives
Mark Whittenburg
Chief Compliance Officer – Greater China
General Electric (Shanghai)
Steve Mortinger
Associate General Counsel and Trust & Compliance Officer for Growth Market
IBM (Shanghai)
- Demonstrating how bribery compliance and ethics can support
the growth of business and impact the bottom line
- Securing the buy-in from top level in China and conveying the message downstream to local employees
- Creating local ownership of the program, across departments
- Understanding Government’s expectations on the compliance interactions between departments
- Ensuring finance will stand on the same side with legal and audit
- Dealing with resistance from sales department and third party
- Maximizing limited human resources in China through work allocation
14:30 UK Bribery Act Update: Operating within UK Bribery Act Limits and Preparing for Enforcement
- What industries in China have the most risk under the UK Bribery Act and why
- Evaluating the scope and definition of “adequate procedures” and what constitutes as a defense
- Understanding the true scope of “commercial organizations” the Act applies to
- Assessing risks of business based in and connected to the UK
and targeting gaps in compliance
- Deciphering the UK government’s expectations concerning the true level of due diligence required for third parties
- Limitations the Act imposes on corporate entertainment and promotional expenditures and how to update your policies accordingly
- Ensuring your compliance program encourages “top level commitment”
- Update on enforcement efforts
- Inside of SFO on high risk priorities on enforcement in Asia
- Civil liability v.s. Criminal liability: what conduct takes it over
the brink
- Potential offenses under UK Proceeds of Crime Act while investigating and prosecuting of UK Bribery Act violations
15:15 Coffee/Tea Break
15:30 Leveraging Internal Audit and Finance Function to Detect Bribery and Questionable Transactions
Mathias Schinzel
Vice President Finance
Emerson Process Management China (Shanghai)
Nathan Bush,
Partner,
O’Melveny & Myers (Beijing)
- What is anti-corruption compliance auditing in China context?
- How compliance controls and financial controls intersect
- Why and how to incorporate robust anti-corruption auditing into your compliance program
- Evaluating the effectiveness of your business conduct guidelines
- Benchmarking your anti-corruption audit program
- Why you should audit books and records compliance
- The intersection of the audit and legal functions
16:15 Inside a Bribery Internal Investigation in China: How to Collect Evidence and Overcome Electronic Data, Privacy Law and State Secrecy Challenges
John Auerbach,
Partner of Fraud investigation & Dispute Services,
Ernst & Young (Shanghai)
William B. Jacobson,
Vice President, Chief Compliance Officer,
Weatherford International (USA)
- Discussing the impact of new China regulatory developments on evidence collected during an internal investigation
- new data privacy law in Jiangsu province
- China state secrecy law
- understanding what the law really means and its impact
on evidence disclosure
- what to do if investigator information requests are denied – how to protect the company
- Complying with PRC evidentiary rules: what evidence will
be accepted in Chinese courts
- Managing multi-jurisdictional data request and evidence collection challenges
- how to transmit data from one country to another based
on protocols
- How to communicate wrongdoing discovered during an internal investigation to Headquarters
- How to secure records for an effective documentary review
- Securing electronic data on servers and computer hard drives
- How to overcome inadequate hard copy record keeping
- Using Chinese language search engines
- Is it legal to screenshot a computer?
- Conducting interviews in China
- Setting up the optimal interview team
- Deciphering what interviewee is really saying and not saying
- What to do when local management involvement is suspected
- Factors in maximizing credibility to the government
- Chinese state secret issues post Rio Tinto: how they can come up, and what is the best response
17:15 When Bribery Leads to Employment Termination: Minimizing Litigation and Business Risks When Addressing an Employee’ Corrupt Conduct
Allen Zhou
VP and General Counsel – Greater China
Schneider Electric (Beijing)
Kelly Austin
Partner
Gibson, Dunn & Crutcher LLP (Hong Kong)
- Knowing where your bottom lines are when you discover corrupt conduct: making the decision to terminate employment
- Setting up the right tone from the senior management level
in the termination process
- How HR, legal, compliance work together to convey the right message to the employees
- Practical tips for conducting interviews with employees
- Establishing solid grounds for termination: Striking a balance between complying with DOJ , SEC requirements and potential employment litigation risks in China
- Differentiating corporate conduct with individual conduct in employment litigation
- Best approaches to handle large group of people leaving the company
- Discussing what details should be disclosed to the employees
- How to encourage employee’s business innovation that might lead to potential anti-corruption violation
18:15 Conference Adjourns to Day Two
Day Two – Wednesday June 6, 2012
8:30 Registration Begins and Morning Refreshments
9:00 Co-Chairs’ Opening Remarks
Gangliang Qiao
Senior Vice President & General Counsel
Siemens North East Asia Cluster
Mark Whittenburg
Chief Compliance Officer – Greater China
General Electric (Shanghai)
Focus on Third Party Risks
9:05 Distributors Management – Conducting Due Diligence and Ensuring Compliance Post Novo Nordisk Case
Yuet Ming Tham
Partner
Sidley Austin (Hong Kong)
Particular attention will be paid to exploring foreign sales channel compliance operations and conflicts that may arise from obligations under the FCPA. Topics of discussion will include:
- Acting on negative findings — how to establish cause to terminate or unwind a distributor agreement
- Guidance on how companies should conduct due diligence and act on findings when there are reasonable suspicions of corrupt acts but no actual convictions or other official findings of wrongdoing
- How to handle the evidence with authorities when corrupt behavior is detected
- How can foreign importers determine if their local distributors are actually corrupt or simply the victims of black PR
9:30 What to Do When Selecting a New Agent, Broker, Consultant, Sales Representative: Applying the Right Level of Due Diligence Pre-Contract
Shawn Li
Group Regional Counsel- North Asia
Johnson & Johnson Investments China (Shanghai)
Amy Sommers
Partner
K&L Gates (Shanghai)
- Meeting Government expectation: how to assess third party bribery risk exposure posed by relationships and hidden government connections
- Selecting key areas for screening including internal controls, third party relationships, ownership, sales, marketing and tax compliance
- Evaluating industry reputation and professional record: how to obtain conclusive and accurate data
- Identifying known conflicts including past and present relationships with government officials
- Establishing appropriate front-end vetting and screening protocols based on risk levels
- How much due diligence is enough in trying to vet a prospective third party
- What to do with the information uncovered during the vetting process: What regulators will expect you to have in your files
10:15 Coffee/Tea Break
10:30 Monitoring Third Parties’ Anti-Corruption Compliance: Effective Strategies based on the Type of Third Party and Risk Level
Felicia Chua
Senior Counsel & Regional Compliance Officer, Asia Pacific
Linde Gas Asia (Singapore)
T. James Min II,
Vice President, International Trade Law and Corporate Compliance,
DHL Americas (USA)
- Developing an appropriate third party oversight monitoring plan
- Customizing internal controls for each party to detect and
prevent local anti-bribery issues: how much is too much vs. too little oversight
- How to conduct creative training approaches and convey your message to all third parties under constrained budget and resources
- Performing compliance audits of third parties
- determining who should conduct the audit
- how to assess the results and recognizing when a problem exists
- What to do if you discover a red flag
- Knowing when to terminate a relationship
11:15 The World Bank’s Anti-Corruption Enforcement Initiatives: What Multinationals in China Should
Be Aware Of
Paul Ezzeddin
Senior Policy Officer, Office of Evaluation and Suspension
The World Bank (Washington)
11:45 The Finance Side of Anti-Corruption Compliance: How to Effectively Meet Strict Books and Records Requirements
Cellina Yeh
Finance Director, Controls & Compliance
Microsoft (Beijing)
Ernst & Young
- Internal controls lessons learned from Siemens, ITT and other recent cases
- Developing and maintaining internal accounting controls that protect against off-book accounts and disbursements and other unauthorized payments
- Keeping books and records in “reasonable detail” to “accurately and fairly reflect” transactions
- FCPA and UK Bribery Act rules governing document retention and destruction issues, fraud and financial disclosure controls
- Identifying and analyzing relevant electronic communications
- Materiality: when is it relevant and what “qualitative” means
- Documenting, Detecting and Monitoring the Process to Verify Employee Expenses and Reimbursement Approvals, Fake Fapiao Invoices
- How to account for activities such as donation, conference, charity, rebates
- To what extend you should document the expenses: striking a balance between compliance and protecting your own business interests
- How to monitor accounting records of your distributors that have various sets of books
- Using internal audits to ensure employees comply with the requests approved by compliance department
12:45 Networking Luncheon for Speakers and Attendees
14:00 OECD Address
Nicola Bonucci
Director, Legal Affairs
Organization for Economic Cooperation and Development (France)
14:30 Interactive Open Floor Discussion: Encouraging Employees to Use Corporate Reporting Mechanisms Post-Dodd Frank
K. Lesli Ligorner
Partner
Simmons & Simmons (Shanghai)
- Balancing Government transparency requirements with internal reporting mechanism
- Creating an environment that facilitates open communication: crafting compliance policies that will encourage your employees
to come to you first
- Setting up multiple avenues for employees to report wrongdoing
- Alerting employees that reporting of wrongdoing is segregated from human resources determinations
- Screening reports and complaints received from employees to ensure you will allocate time and cost to deal with solid ones
- How to question the employee without exposing the fact that
an issue could exist
15:15 Refreshment Break
15:30 Inside an FCPA Disclosure – When and How to Disclose a Violation Arising Out of Activity in the PRC
Patrick M. Norton
Partner
Steptoe & Johnson LLP (Washington)
During this session be led through a step-by-step case study examination of how Company X made a voluntary disclosure of corrupt conduct in China to the U.S. Government. Topics of discussion during this session will include:
- Identifying the limits of discretion when making the decision
to self-disclose
- How much information should be disclosed to the authorities
- Understanding how facts that are self-disclosed can and will impact the penalty
- How to handle the disclosure of facts gained during privileged communication when attorney and client privilege does not apply
- Disclosing FCPA violations to the U.S. government without exposing the company to government enforcement exposure
in other jurisdictions
16:00 Focus on SOEs: Innovative Approaches to Mitigate Risks and Monitor Compliance
Helen H.X. Zhang
Partner
Zhong Lun Law Firm (Shanghai)
- How to get an SOE on board
- strategies for conducting a comprehensive due diligence review
of an SOE
- what to do if a due diligence request is denied
- Establishing guidelines and policies for business courtesy specifically tailored for SOEs
- How to encourage SOEs to cooperate in compliance activities
- compliance trainings
- contract terms and acknowledgements
- codes of conduct - how to ensure SOEs will accept and comply
16:45 Co-Chairs Closing Remarks and Conference Ends
* denotes invited at time of print
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