Pre-Conference Workshops | Monday, 25 January, 2010
A: The Fundamentals of FCPA Compliance: The Foreign Corrupt Practices Act Demystified
Frederick T. Davis
Partner
Debevoise & Plimpton LLP (France)
- Who is covered by the FCPA?
- Foreign Private Issuers (FPI) – who qualifies?
- foreign subsidiaries, joint venture partners?
- what is the extraterritorial reach of the FCPA?
- What are the risks?
- potential criminal and civil liability
- reputational damage
- risk of investigation
- disqualification for publicly financed projects
- The 4 basic elements of the FCPA’s anti bribery provision: “giving, promising anything of value”, “foreign official”, “influencing the official”, “obtaining or retaining business”
- Permissible and impermissible payments
- facilitation payments
- charitable contributions
- political contributions
- Involvement of third parties and due diligence requirements: agents, consultants and joint venture partners
- “Red flags”
- Reasonable and bona fide expenses: gifts; travel; entertainment
- Books and records requirements of the FCPA
- “Achilles Heel” for compliance
- record keeping and internal controls requirements and standards
- intersection of Sarbanes-Oxley and FCPA
- What to do in case of a potential FCPA violation
- how do FCPA issues come up?
- document retention
- internal/external investigation
- communication with governmental authorities
- Fundamentals of an effective FCPA compliance
B: Conducting an Anti-Corruption Risk Assessment; Creating and Implementing an Effective Compliance Programme
Juan-Jorge Gili
Global Compliance & Risk Management
Officer – OTC BU, Novartis Consumer Health S.A. (Spain)
Francois Vincke
Chairman, ICC Anti-Corruption Commission
International Chamber of Commerce (Belgium)
Philippe Montigny
Président
ETHIC Intelligence (France)
Risk assessment is the starting point in determining what could lead to an FCPA violation. Participants in this interactive workshop will examine practical steps for designing an effective process to assess the risks presented in the internal and external environments in which the company operates. With emphasis on the key operational risks presented by international business representatives, participants will consider how to move from assessment to response and how to create an effective compliance programme. The participants will complete the workshop fully equipped with the tools to implement and regularly audit their anti-corruption compliance programme.
Risk Assessment
- What are the drivers and objectives for conducting a risk assessment?
- How the board of directors should define and communicate the company’s risk profile as part of their fiduciary duties
- prior, present and future risks
- real and perceived risks
- acceptable and unacceptable risks
- Using the company’s litigation and audit reports as tools to map the company’s risks
- continuous updating in a changing world
- factoring in advice from external lawyers, environmental specialists and consultants
- maintaining cooperation between lawyers, compliance officers, accountants and auditors
- communicating post mortem reports (internal and external)
Developing and Implementing Your Compliance Programme
- Integrating your risk analysis into a compliance/integrity programme
- review of best corporate practices in the areas of anti-corruption
- “Collective action”
- sector-related initiatives
- project-related initiatives
- The seven steps for developing a robust anti-corruption compliance policy
- creating and embedding a code of conduct
- providing leadership and oversight of the compliance and ethics programme at the highest levels of the company and appointing compliance officers
- integrating compliance into HR policy
- communicating compliance standards and procedures of the company’s compliance and ethics programme by conducting effective training programmes from senior management to all employees
- building systems of control, audit and whistle-blowing to encourage reporting
- enforcing disciplinary action for engaging in or failing to take reasonable steps to prevent or detect suspicious conduct
- responding appropriately to any violations detected including preparation of a remediation plan and changes to the code of conduct
- Measuring success/failure of your compliance programme
- certification
- external auditing
Conference Details
