Anti-Corruption Spain

Workshop A (9:00—12:30) Third Party Due Diligence Dilemmas on the Ground: A Step-By-Step Roadmap to Making Tough Legal and Compliance Calls, and Addressing “Red Flags”    

Whether you are new to the area of third party due diligence or a seasoned professional, the tools required for effective third party management continue to change. Added to this is the reality that certain jurisdictions present unique, heightened risks and obstacles to tailoring your programme to each specific context. With evolving legal, compliance and geopolitical realities, take advantage of this unique opportunity for a smaller-group, candid discussion of lessons learned. Ample time will be left for Q&A, so please bring your questions! Topics will include:

• The newest triggers for investigations, prosecutions and penalties for third party misconduct
• Strengthening your due diligence risk flagging process and procedures
• KYC, beneficial ownership and increased transparency: Why it has become ever more important and how it is interpreted differently in the EU vs. other jurisdictions
• Best practices for implementing a risk-ranking and classification methodology for different types of risk (legal, operational, reputational) and third parties (agents, distributors)
• Deciding whether or not to on-board a third party: Unspoken lessons for making the tough call
• Understanding the local business environment, customs and practices and their impact on your third party vetting and monitoring
• How companies are changing their best practices for a risk-based programme tailored to a specific country and/or region
• When and how much to train third parties, and how much is “too much”
• On the ground obstacles to monitoring third party conduct, including distribution and sub-distribution networks
• Knowing how far down the supply chain to go: How to know when to stop
• Designing a questionnaire for third parties: What type of information to include
• Concrete examples of addressing resistance to follow-up questions after an initial questionnaire

Workshop B (13:30—17:00) A Practical Guide to Resolving Complex Gifts, Travel, Entertainment and Hospitality Challenges: How to Support your Business Development, Sales and Marketing Teams within Compliance Parameters     This special workshop will feature experts presenting and facilitating a lively exchange with delegates – via interactive exercises, case studies and hypotheticals –on the greatest risks regarding gifts, travel, entertainment and hospitality. Following a discussion of the above, panel experts will examine and propose practical solutions to complex common relationship-building scenarios, which can result in a corruption investigation.

• Sponsorship, donation, travel arrangement, conferences, advisory boards and other entertainment offerings under the microscope:
• What unique risks gifts, travel, entertainment & hospitality present to Spanish and international companies with operations in Spain, and how to set up controls to flag them early
• Who determines what is a “reasonable” gift, entertainment or hospitality request? What are the factors you need to consider and how do you do it?
• How to apply the analytical tools available to assure appropriate oversight of your corporate policy regarding gifts, entertainment & hospitality
• How to manage the risks of inviting government officials to events and offering travel
• What evidence is sufficient to prove the commercial purpose vs. public interests of sponsorship and donations
• How to make your marketing and sales managers aware of potential bribery and corruption issues
• Best practices for ongoing training, programme stress-testing, action plan building, employee hotline reporting

Conference Co-Chairs’ Opening Remarks  

KEYNOTE INTERVIEW: Status Quo of Corporate Criminal Liability Case Law  

Article 130.2 of the Spanish Criminal Code and the Expected Impact on Liability in M&A Deals  

CHIEF COMPLIANCE OFFICER THINK THANK & OPEN AUDIENCE Q&A Optimizing Your Global Anti-Corruption Compliance Program: Recent Innovations, Successes and Lessons Learned     This unique panel brings together Chief Compliance Officers from various key industries for a candid conversation and exchange of viewpoints regarding highly complex issues surrounding anti-corruption, risk-ranking of compliance priorities, and the evolving role of the CCO in Spain and abroad. Importantly, speakers will address the challenge of tailoring compliance strategies to the unique Spanish context, while also taking into account global developments regarding the FCPA and other international anti-corruption legislations. Topics will include:

• Personal liability: Perspectives on the evolving compliance function and new individual enforcement risks
• Compliance programme implementation: Focus on budget, resources and certification
• Corporate governance: What matters to the board: how to craft your message and resonate amid new corporate governance priorities and pressures
• Cybersecurity: The evolving role of compliance in managing breach response and the internet of things: how CCOs can become integral to combatting internal and third party security risks
• Global compliance programme testing: How to know if you are “localizing” your risk-based programme: key metrics, risk and performance indicators
• What’s not coming across your desk: How to know if you have put out fires and covered all compliance bases
• Effectiveness and efficiency in Spain vs. the EU vs. USA: How to determine whether your compliance programme is working
• Effective, ongoing training for clients and employees at all levels of your company: How to communicate the value of the compliance programme to your clients
• How to protect your company’s reputation

ROUNDTABLE AND OPEN Q&A WITH FORMER U.S. AND U.K. PROSECUTORS FCPA and UKBA Enforcement Priorities, and What They Mean for Spanish Multinationals     Amid a major Spanish multinational being fined for FCPA-related violations, the long arm of U.S. enforcement has taken on heightened relevance – and Spanish companies are feeling the urgency. During this special panel, compliance and anti-corruption officers will have an opportunity to ask their most pressing questions directly to FCPA and UKBA experts, who previously served as U.S. and UK prosecutors. Don’t miss this opportunity to join a candid session on critical issues coming across your desk.

COMPLIANCE IN PUBLIC ADMINISTRATION AND LIABILITY OF POLITICAL PARTIES Anti-Corruption Compliance at All Levels of State and Local Government, and Comunidades Autónomas    

• Can Italy’s Autorità Nazionale Anticorruzione (ANAC) be a model for keeping Spain’s public administriation clear of corruption?
• How the case and ruling Spain’s Partido Popular (PP) on charges of illegal kickbacks, fraud and money laundering has changed the perception of public parties, and what it mean for companies
• Corporate liability of political parties and the Ley de Contratos del Sector Público
• Financing of political parties in Spain, where they have “fallen short” in the past, and how to mitigate risks faced by public servants at all levels of government
• Practical examples of working with state-owned companies connected to (and financed with) public funds

KEYNOTE The European Union’s New Law on the Protection for Whistleblowers  

WHISTLEBLOWING STRATEGY SESSION How Companies Can Nurture an Effective “Speak-Up” Culture and Scope an Appropriate Action Plan After Internal Reporting    

• PART I: Panel discussion
• PART II: Case study – Hear from a company that has weathered a high-profile whistleblower incident
• Anonymous whistleblowing under EU-wide GDPR vs. non-anonymous whistleblowing (Spanish national law) – are they compatible?
• How to handle a whistleblower from inside your company versus one from the outside (such as a competitor) or from the government
• Protecting a whistleblower who reports potential misconduct from retaliation and safeguard anonymity
• How to handle whistleblower complaints and protect anonymity in the context of an internal investigation
• Artículo 31 bis 5 del Código Penal
• Implementing “whistleblowing guidelines” issued by various organizations, such as the Latin American Compliance Network
• When to launch an internal investigation
• Identifying the right action plan and protocols, including document collection, fact finding and interviewing
• The extent to which whistleblowing is a leniency factor in the sentencing of corrupt behavior: Encouraging internal reporting
• Extracting lessons from the anti-trust and competition area
• Whistleblowing and Data Privacy: Ensuring compliance with GDPR, and the involvement of the human resources department

COMPLIANCE BENCHMARKING ROUNDTABLES
  Join a roundtable at day’s end to exchange views, debate questions and share experiences on current industry challenges. Each roundtable has a focus topic, a host facilitator, and is scheduled to last one hour.   ROUNDTABLE 1: Strategies on Promoting Implementation of Integrity Compliance Programs to Advance Integrity Principles and Deter Misconduct   ROUNDTABLE 2: Implementing a Compliance Programme in a Public vs. Private Company   ROUNDTABLE 3: Anti-Corruption and Anti-Money Laundering

REFORM OF THE SPANISH CRIMINAL CODE (FEBRUARY 2019) New Risks for Individuals and Companies Bidding for Public Contracts: Status of Criminal Liability Resulting from Embezzlement (Malversación) in Public Tenders    

• Circular 1/2016 regarding the corporate criminal liability according to the 2015 criminal code amendment
• From civil to criminal liability: What the reform of the Spanish Criminal Code reform of February 2019 means for executives (such as company directors and board members) and businesses operating in Spain
• Potential fines for trying to influence a public authority for a public contract

ANTI-TRUST AND COMPETITION IN PUBLIC BIDDING: How to Address New, Emerging Risks That Can Derail Business Growth Opportunities    

• How to manage the biggest risks, identify red flags, safeguard against submitting to exaction and extortion
• Managing the involvement of middlemen and brokers to win a contract: How to avoid commissions that could be interpreted as bribery
• Risks to fair competition and corruption inherent in cartel formation and public tenders
• Expectations for the EU Commission’s anonymous eLeniency programme for whistleblower companies that report anti-competitive practices online
• Related AML risks: How to meet recent compliance requirements to prevent money laundering under the 4th European directive?
• How to respond to a dawn raid by enforcement authorities

CASE STUDIES INTERNAL INVESTIGATIONS: How to Overcome the Biggest Challenges, Including the Interplay of Data Privacy, Attorney-Client Privilege, and Labor Law     Panellists will explore the best practices of conducting internal investigations, to demonstrate effective investigation approaches – and what not to do. Topics will include:

• Determining the sequence of appropriate actions that your company should follow, such as document collection, fact finding, and interviewing
• How to decide which departments to involve in the process (e.g., audit, HR, sales, marketing)
• How to deal with document holds and potentially relevant information: Instant messaging services, cell phone records, and texts
• Corporate documents in possession of third parties: How to assess the importance of bank records in corruption investigations
• Managing the review of overseas information: Data privacy and blocking statutes
• How to reduce the risk of spiralling costs and knowing when to conclude an investigation: What regulators will expect you to have on file
• Preservation of attorney-client privilege: Who should conduct preliminary interviews, when to bring in outside counsel, and how to communicate with corporate boards

SPECIAL CEO INTERVIEW The Bigger Picture: A CEO’s Perspective on Anti-Corruption Compliance and How it Fits Into a Multinational’s Broader Business Objectives     This special session will offer a glimpse into the mind of a leading CEO and how anti-corruption compliance ranks among priorities and is viewed at the C-suite level.

LEGAL EXPOSURE IN SPAIN & LATIN AMERICA: The Domino Effect of Cross-Border Investigations, and Your Self-Disclosure Calculus      

• The domino effect: How and when an investigation in one country can easily “spill over” into others
• When will multiple investigations be considered “piling on” as defined by the U.S. DOJ?
• Disclosure calculus: How to decide whether and how much to disclose to local (and international) enforcement authorities
• Main concerns when conducting an internal investigation in and between Spain and Latin America
• Which Latin American government authorities have the powers of investigation, prosecution and enforcement in cases of bribery and corruption?
• The extent of corporate and individual liability of Spanish law if a Spanish multinational falls afoul of compliance rules abroad

COMPLIANCE VS. LEGAL / “HARD LAW” VS. “SOFT LAW” The Line Between “Legal” and Ethics & Culture: How to Optimize the Structure of Your Legal Department and Compliance Programme     On this panel, expert speakers will discuss how to analyze corruption risk by juxtaposing “hard” law and “soft” law. While the former generally refers to written regulations (approved by authorities and de facto signed into law, from criminal to administrative law), the latter denotes a company’s or organization’s code of conduct and general “intention” to comply. How and in what ways the two types differ, why it is important to treat them separately, and how compliance officers can practically address these challenges on a day-to-day level will be the focus of this panel.

IN-HOUSE COMPLIANCE OFFICER ROUNDTABLE What Is Keeping You Up at Night?   This special “closing” session is your opportunity to ask your remaining, pressing questions to a select group of in-house experts. Don’t miss the opportunity to directly engage with Spain’s foremost compliance leaders.