APPENDIX 1
ANTI-CORRUPTION COMPLIANCE
GUIDANCE FOR ASSESSING WHETHER ADEQUATE PROCEDURES
ARE IN PLACE TO COMBAT BRIBERY AND CORRUPTION
1. INTRODUCTION
The GC 100 recognises that there is a significant
divergence in risk profile between its own members, let alone
between all commercial organisations, from the smallest to the
largest. Notwithstanding this, all need to have in place adequate
procedures to prevent bribery if they are to comply with the requirements
of the draft Bill and, in appropriate circumstances, avail themselves
of the adequate procedures defence. The guidance contained in
this paper is not intended to be prescriptive. Its purpose is
to highlight the matters a commercial organisation should consider
when developing its own procedure, having undertaken a proper
risk assessment. It is intended to highlight the key areas which
are likely to be considered important by a court, but only where
they are appropriate to the particular organisation and the level
of risk it faces.
2. BOARD RESPONSIBILITY
FOR THE
ANTI-CORRUPTION
PROGRAMME
The board of directors should take responsibility
for the effective implementation of the company's anti-corruption
programme. The board should take steps to ensure that senior management
is aware of its policy in respect of corruption, and accepts the
programme. The Chief Executive should make a clear statement about
the culture which he expects, and the consequences of breaching
these ideals.
3. COMPLIANCE
FUNCTION
A senior officer should be made responsible
for oversight of the anti-corruption programme. He should be provided
with proper authority to implement and monitor all programme activities.
4. ANTI-CORRUPTION
CODE
Commercial organisations should have a clear
and unambiguous code of conduct which includes an anti-corruption
element, should publicise this code adequately internally, and
should publish the code on its website.
5. RISK MANAGEMENT
Procedures should be established to asses the
likely risks of corruption arising in an organisation's business.
6. EMPLOYMENT
PROCEDURES
Whilst not appropriate for all organisations,
wherever possible:
(a) employees should be vetted before they are
employed to ascertain as far as is reasonable that they are the
type of person who is likely to comply with the company's ethical
policies;
(b) employment contracts should include express contractual
obligations and penalties in relation to corruption; and
(c) disciplinary procedures should be in place
which, where appropriate, entitle the company to take suitable
disciplinary action against an employee who commits a corrupt
act.
7. GIFTS AND
HOSPITALITY POLICY
A commercial organisation should develop and
implement a gifts and hospitality policy whereby it provides guidance
to employees of its policies in relation to the giving and receiving
of gifts and entertainment, and puts in place measures to monitors
this activity.
8. TRAINING
It is important for commercial organisations
to ensure that their codes of conduct and other policies are properly
embedded throughout their businesses. Anti-corruption training
should therefore be provided, with reminders on a regular basis,
to all relevant employees to make them aware of the types of corruption,
the risks of engaging in corrupt activity, the organisation's
anti-corruption code, and how they may report corruption.
9. DUE DILIGENCE
Before entering into any business relationship
or project, the organisation should carry out due diligence on
the country in which the business is to be conducted, on its potential
business partners, agents used and on the proposed project or
business transaction in order to identify as far as reasonably
possible the risk of corruption.
10. ANTI-CORRUPTION
CONTRACT TERMS
Consideration should be given to the contracts
which are entered into between the company and its business partners
to contain anti-corruption contract terms, and whether or not
they should provide express contractual obligations and penalties
in relation to corruption. Particular care should be taken when
agents are being used.
11. DECISION-MAKING
PROCESS
An organisation should formalise its decision-making
processes, so that where a greater risk of corruption is perceived
to exist, the decision is taken be a suitably senior individual
within the organisation.
12. FINANCIAL
CONTROLS
An organisation should ensure that it puts in
place financial controls to minimise the risk of the company committing
a corrupt act against another individual or organisation (eg employees,
clients, business partners, sub-contractors or suppliers), or
of any corrupt act being committed against the company by another
individual or organisation. This can be done through an organisation's
internal audit function, if one exists.
13. COMMERCIAL
CONTROLS
An organisation should ensure that its commercial
controls minimise the risk of the company committing a corrupt
act against another individual or organisation (eg employees,
clients, business partners, sub-contractors or suppliers), or
of any corrupt act being committed against the company by another
individual or organisation.
14. SUPPLY CHAIN
MANAGEMENT
Wherever possible, an organisation should use
procurement and contract management procedures which minimise
the opportunity for corruption by sub-contractors and suppliers
against the company.
15. REPORTING
AND INVESTIGATION
PROCEDURES
An organisation should develop and implement
procedures ("whistleblowing") for reporting corruption
which enable employees to report corruption in a safe and confidential
manner to a responsible senior officer of the company. Similarly,
organisations should ensure that all allegations of corruption
are properly investigated by properly qualified individuals, and,
where appropriate, the results of those investigations are reported
back to the individual who made the original complaint.
| 
