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Template | Anti-corruption and anti-bribery policy

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💡 Helps you meet compliance with SFDR and CSRD.

 

Policy Template

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Guidance

What is an anti-corruption / anti-bribery policy?

An anti-corruption/anti-bribery policy is a set of guidelines and principles established by an organization to prevent and combat corruption and bribery.

  • These policies are designed to promote ethical behavior, transparency, and accountability while preventing any form of corruption or bribery.
  • There is a complex landscape of international, regional, and local laws and standards when developing anti-corruption and anti-bribery frameworks and policies.
    • Organizations operating in international environments may face the challenge of needing to comply with multiple legal jurisdictions when establishing a policy prohibiting corruption.
  • In addition to anti-corruption and anti-bribery policies, organizations may want to consider other measures and controls to help prevent, detect, and combat bribery. Examples include the following:
    • Due diligence
      • Organizations are encouraged to conduct due diligence to identify and mitigate corruption and bribery risks within their operations. Anti-corruption and anti-bribery compliance is an ongoing effort, and it requires commitment from all levels of your organization.
      • Some best practices for conducting anti-corruption and anti-bribery due diligence are:
        • Comprehensive policies and procedures
          • Establish clear anti-corruption and anti-bribery policies and procedures that outline expectations, reporting mechanisms, and consequences for non-compliance.
        • Third-party due diligence
          • Due diligence on third parties, including suppliers, distributors, agents, and business partners. Assess their anti-corruption and anti-bribery controls, reputation, and compliance with relevant laws and regulations.
        • Employee Background Checks
          • Screen employees, especially those in sensitive positions, to uncover any prior involvement in corrupt or illegal activities.
        • Ongoing Monitoring
          • Continuously monitor business relationships, transactions, and activities for signs of suspicious behavior, and promptly investigate and report any irregularities.
        • Whistleblower Mechanism
          • Establish a confidential and anonymous whistleblower mechanism that allows employees and stakeholders to report potential corruption and bribery concerns without fear of retaliation.
        • Regular Training
          • Provide regular anti-corruption and anti-bribery training for employees at all levels to ensure they understand the risks and know how to comply with the policies.
        • Compliance Audits
          • Periodically conduct compliance audits to evaluate the effectiveness of anti-corruption and anti-bribery measures within your organization.
          • Ensuring corrective action where necessary and continual improvement for reporting, monitoring, investigation, and review mechanisms.
        • Legal Compliance
          • Stay up to date with the relevant laws and regulations in all the jurisdictions where your organization operates.
          • Organizations should also consider joining industry associations and participating in relevant networks to share best practices and stay up to date with compliance requirements.
          • Financial, commercial, and contractual controls
        • Risk assessments and mitigation strategies
          • See the next section on “Risk assessments and mitigation strategies” below
    • Risk assessments and mitigation strategies
      • Objective: better understand the risk exposure of your organization to corruption & bribery so that informed risk management decisions may be taken
      • Aim: Identify the areas, regions, business activities, and entities with whom you do business with that pose a higher risk of corruption and bribery and tailor your due diligence & management efforts based on these findings
      • Application: implement risk assessments and create mitigation strategies such as strong internal controls, regular due diligence, and compliance checks to minimize the risk of corruption and bribery.
      • Guides
    • Anti-corruption ethics and compliance program
      • OECD provides a structured approach for how organizations could develop ****and Implement an Anti-Corruption Ethics and Compliance program in their Anti-Corruption Compliance Handbook pg.15
    • Management leadership, commitment, and responsibility
      • OECD provides examples for how management leadership can show commitment and responsibility in their Anti-Corruption Compliance Handbook pg.16
      • Examples include:
        • leadership plays a role in the launching of the Programme and demonstrates ownership and commitment to the Code and Programme.
    • Financial and accounting procedures
      • OECD in Guidelines for Multinational Enterprises on Combating Bribery, bribe, Solicitation, and Extortion outlines that procedures should include a system of internal controls, adequately designed to ensure the maintenance of fair and accurate books, records, and accounts, to ensure that they cannot be used for the purpose of bribing or hiding bribery
      • These procedures should be regularly monitored and re-assessed as necessary to ensure the organziation’s internal controls, ethics and compliance programme or measures are adapted and continue to be effective, and to mitigate the risk of becoming complicit in bribery, bribe solicitation and extortion.
    • Management leadership, commitment, and responsibility
      • OECD provides examples for how management leadership can show commitment and responsibility in their Anti-Corruption Compliance Handbook pg.16
      • Examples include:
        • leadership plays a role in the launching of the Programme and demonstrates ownership and commitment to the Code and Programme.
    • Communication and training

Definitions and examples of bribery and corruption

  • There are no universal definitions of corruption and bribery in criminal law.
  • Definitions of corruption and bribery vary according to cultural, legal, or other factors. Organizations usually allow flexibility for local or regional variations. This means that organizational policies may be adapted to comply with specific laws and regulations or to accommodate local customs and practices. It is recommended to review your national-specific law to find the applicable definitions for your organization.
  • If you cannot find an applicable definition defined by your national law you can use the general international definitions of corruption outlined for policy purposes by recognized organizations, such as those by the OECD, and Transparency International.

<aside> 📖 Definitions of corruption and bribery

Corruption

OECD: ‘One frequently-used definition that covers a broad range of corrupt activities is the “abuse of public or private office for personal gain”’.

Transparency International: ‘We define corruption as the abuse of entrusted power for private gain’.

United Nations UNDOC (2013):

‘Corruption may encompass a variety of illegal acts, making it challenging to establish a universally acceptable and understandable definition…the international community reached consensus on certain manifestations of corruption while leaving each State free to go beyond the minimum standards set forth in the Convention’ [United Nations Convention Against Corruption].

Bribery

OECD:

  • ’Bribery is defined by the Convention as the offering, promising or giving of something in order to influence a public official in the execution of his/her official duties’.
  • ‘Every bribery transaction involves a supply side (the briber) and a demand side (the public official)’.
  • ‘It is not necessarily a simple two-sided transaction, as in some cases intermediaries are involved in the transmission of the bribe, and in certain instances, the bribe is transferred to a third party for that person’s benefit rather than for the benefit of the public official’.

UNGC:

Bribery is “the offering, promising, giving, accepting, or soliciting of an advantage as an inducement for an action, which is illegal, unethical, or a breach of trust or to refrain from acting. Bribery can be a financial or in-kind undue advantage that can be paid directly or through intermediaries.”

Transparency International UK:

  • ‘TI defines bribery as: the offering, promising, giving, accepting, or soliciting of an advantage as an inducement for an action which is illegal, unethical, or a breach of trust’. </aside>

  • There is also little consensus about what specific acts should be included or excluded in definitions of corruption and bribery.

📖 Examples of corruption and bribery

Corruption

United Nations UNDOC (2013):

The United Nations Convention Against Corruption (UNCAC) considers major manifestations of corruption to be bribery and embezzlement, “but also acts carried out in support of corruption, such as obstruction of justice, trading in influence and the concealment or laundering of the proceeds of corruption”.

Transparency International: Corruption can ‘include behaviors like:

  • public servants demanding or taking money or favors in exchange for services;
  • politicians misusing public money or granting public jobs or contracts to their sponsors, friends, and families;
  • corporations bribing officials to get lucrative deals’.

Bribery

OECD:

‘Bribes can take the form of money, other pecuniary advantages, such as a membership in an exclusive club or a promise of a scholarship for a child, or non-pecuniary advantages, such as favorable publicity’.

UNGC:

The most prevalent forms of bribery include ”kickbacks, facilitation payments, gifts, hospitality, expenses, political and charitable contributions, sponsorships, and promotional expenses”.

Transparency International UK:

‘Inducements can take the form of money, gifts, loans, fees, rewards, or other advantages (taxes, services, donations, favors etc.)’.

 

🚨 Active or passive bribery?

  • The main difference between these two forms of bribery lies in who initiates the corrupt transaction. The EU legislation Council Framework Decision on combating corruption in the private sector criminalizes both active and passive bribery.
  • Active bribery:
    • Involves the act of offering, giving, or providing something of value to another party, typically in authority, to influence their decisions or actions.
  • Passive bribery:
    • Involves the acceptance or solicitation of a bribe by a person, often a public official, who is in a position of power and is willing to perform or refrain from performing certain duties or actions in exchange for the bribe.

 

Anti-corruption and anti-bribery standards and legislation

  • For organizations and start-ups, it’s essential to stay informed about the relevant standards and legislation.
  • Organizations should consider:
  • International Standards and Guidance
    • Examples to consider:
      • (OECD) Organization for Economic Co-operation and Development’s Anti-Bribery Convention
      • United Nations Convention Against Corruption (UNCAC)
        • The UN Convention Against Corruption (UNCAC) is the only legally binding universal anti-corruption instrument.
        • It is a comprehensive international treaty aimed at combating corruption in both the public and private sectors.
        • The Convention covers many different forms of corruption, such as bribery, trading in influence, abuse of functions, and various acts of corruption in the private sector.
        • UN member states are expected to align their domestic laws and practices with the UNCAC's key provisions which serve as a comprehensive framework to address and prevent corruption.
          • This means corporate policies and practices should be aligned with UNCAC via the national laws applicable to your organization.
        • It is still recommended to check compliance of your policy with UNCAC. The 2013 “An Anti-Corruption Ethics and Compliance Programme for Business: A Practical Guide” is a great resource to do so.
      • The World Economic Forum’s Principles for Countering Bribery (PACI)
        • Principles for Countering Bribery (PACI) is a comprehensive framework for guiding businesses in their efforts to combat bribery and corruption.
        • PACI encourages companies to adopt anti-corruption measures that align with global best practices. It emphasizes transparency, integrity, and ethical business conduct.
      • International Chamber of Commerce rules on Combating Corruption
        • The ICC rules on Combating Corruption is a set of guidelines and principles aimed at assisting businesses in preventing and addressing corruption.
        • These rules underscore the importance of promoting a culture of integrity and responsible corporate behavior.
        • They offer practical guidance on compliance, risk assessment, and due diligence processes.
      • International Organization for Standization (ISO)
        • The ISO 37001 (Anti-bribery management systems) offers a global framework for establishing, implementing, maintaining, and improving an anti-bribery management system. Companies can use this as a benchmark to develop their own anti-bribery policies.
  • Regional (European continent)
    • Examples to consider:
    • Council of Europe
    • European Union
      • Article 29 of the Treaty on European Union is carried out via two main instruments:
      • The EU is proposing new legislation that works to prevent corruption by establishing the Treaty on the Functioning of the European Union (TFEU)
      • Council Framework Decision on combating corruption in the private sector (2003)which criminalizes both active and passive bribery.
        • Aims to harmonize anti-corruption legislation in the private sector among EU member states and promote a consistent approach to addressing corruption within businesses and organizations.
          • The key provisions of this framework include:
            1. Definition of Offenses: It sets out definitions of corruption-related offenses in the private sector, such as bribery, trading in influence, and the abuse of functions.
            2. Criminal Sanctions: It calls on member states to ensure that effective, proportionate, and dissuasive criminal sanctions are in place for individuals and entities involved in corruption within the private sector.
            3. Jurisdiction: The framework decision addresses issues related to jurisdiction, extraterritoriality, and prosecution of offenses when they involve actors from different member states.
            4. Liability of Legal Persons: It encourages member states to ensure that legal persons (e.g., corporations) can be held liable for offenses committed for their benefit. This reflects the principle that corporations can be held accountable for corrupt practices within their organizations.
            5. Investigation and Prosecution: It emphasizes the need for member states to establish effective measures for the investigation and prosecution of corruption-related offenses in the private sector.
            6. Sanctions and Confiscation: The framework decision calls for member states to provide for the confiscation of the proceeds of corruption and to adopt measures to ensure that legal persons can be subject to sanctions, such as fines.
      • Other EU Sectoral legislation
        • Fifth Anti-Money Laundering Directive (AMLD 5)
          • Mandates that every EU Member State establish centralized bank account registries, data retrieval systems, and central beneficial ownership registers. The AMLD also introduces the interconnection of these beneficial ownership registers to promote transparency in corporate ownership. The Commission proposed an updated version of these regulations, known as the 6th Directive, in July 2021.
        • Directive on combating money laundering by criminal law (EU) 2018/1673
          • This sets minimum rules on the criminalization of money laundering that corruption must be a predicate offense to money laundering.
        • EU Whistleblower Protection Directive
          • This directive establishes EU-wide standards for protecting whistleblowers who report violations of EU law, including corruption and bribery. It requires organizations to implement internal reporting channels and protects whistleblowers from retaliation.
          • Please see our template for the whistleblower protection policy.
        • Public Procurement Directives
          • The EU has directives that regulate public procurement processes, which are vulnerable to corruption. These directives aim to prevent corruption in tender procedures and promote transparency, competition, and non-discrimination in public procurement procedures.
        • Directives to fight tax evasion
          • Directive (EU) 2010/24 - “provides for mutual assistance for the recovery of claims relating to taxes, duties, and other measures”.
          • Directive (EU) 2011/16 in “Administrative Cooperation in direct taxation provides for mutual assistance to combat tax evasion and tax avoidance, as well as measures to enhance corporate tax transparency”.
        • Directives and initiatives for asset recovery and confiscation
      • Also important to note the EU has established supervisory authorities, such as the European Banking Authority (EBA) and the European Securities and Markets Authority (ESMA), which oversee financial institutions to ensure they adhere to anti-money laundering and anti-bribery regulations.
  • National Laws
    • Specific anti-corruption and bribery legislation varies by country and it is recommended to check the national and local laws applicable to your organization.
    • These laws are generally aligned with international anti-corruption standards, such as the United Nations Convention against Corruption (UNCAC).

Alignment with the United Nations Convention Against Corruption (UNCAC)

  • Organizations should be aware that while the UNCAC covers various forms of corruption, individual countries have the flexibility to extend their anti-corruption efforts beyond the provisions of this Convention, including the introduction of additional corruption-related offenses like collusion.
  • The 2013 “An Anti-Corruption Ethics and Compliance Programme for Business: A Practical Guide” provides checklists for aligning each area of your organization’s anti-corruption policy and compliance mechanisms with the UNCAC. Below is a summary for aligning your policy with UNCAC. It is recommended to check compliance of your policy with UNCAC.
  • Aligning your organization’s anti-corruption policy with the UNCAC
    • You should address / provide information on:
      • Relevant manifestations of corruption based on the organization’s risk assessment:
        • Bribery of national public officials
        • Bribery of foreign public officials and officials of public international organizations
        • Bribery in the private sector
        • Embezzlement of property in the private sector
        • Trading in influence
        • Abuse of function
        • Illicit enrichment
        • Laundering of proceeds of crime
        • Concealment of proceeds of crime
        • Obstruction of justice
      • Scope of application
      • The overarching commitment to zero tolerance of corruption in concrete and understandable elements
      • Definitions to reduce room for misinterpretation
      • Different forms and challenges of corruption and bribery:
        • Bribery forms - kickbacks, extortion requests, or facilitation payments
        • Legitimate expenditures misused as a subterfuge or a corrupt act - gifts, hospitality, travel payments, entertainment, sponsorship, charitable contributions and/or political contributions.
    • Formal documentation. For example, as part of a Code of Conduct/Ethics document. Incorporating the policy within such documents emphasizes he significance of addressing corruption in everyday operations
    • Clear and easy-to-understand language. For example, avoid acronyms, and technical expressions in the policy and translate it into all major languages of the different operating localities.
    • Visible to all parties within and outside the organization. The visibility and accessibility of the policy reinforce the organization’s anti-corruption commitments and strengthen the deterrence of corruption.
    • Supported by real-world examples or generic case descriptions. This is to enhance the understanding of how the policy applies to day-to-day work situations.
    • Regularly reviewed and, if necessary, adapted.
    • The organization publically reports on its policy.
    • Equally applied in all jurisdictions in which the organization operates (applicable for global standards see section below).
  • Establishing your organization’s global anti-corruption policy standard
    • Organizations need to comply with multiple legal jurisdictions when establishing a policy prohibiting corruption.
      • For example when an organization operates in one country where facilitation payments are strictly forbidden and in another country where facilitation payments are allowed under certain circumstances.
    • Establishing a global anti-corruption policy standard allows the policy to be equally and stringently applied across all of the jurisdictions in which organizations operate
    • A global standard should:
      • Strengthen the commitment and reputation of a zero-tolerance policy of corruption independent of the specific national legal framework.
      • Set clear expectations for all employees and business partners, regardless of their location of operation, which also simplifies the adoption of the company's policy for a mobile diverse workforce.
      • Based on risk assessment. International conventions and good practice standards can help to define an appropriate basis for the individual business.
      • Be closely monitored, evaluated, and updated according to updates and changes in relevant legal jurisdictions.

Alignment with Organisation for Economic Co-operation and Development (OECD) Guidelines for anti-corruption and anti-bribery

  • The OECD’s Anti-Corruption Ethics Compliance Handbook outlines the main areas to consider when developing an anti-corruption and anti-bribery policies
  • These areas are:
    • Facilitation payments;
    • Special types of expenditures, including gifts, hospitality, travel and entertainment, political contributions, and charitable contributions and sponsorships;
    • Conflicts of interest;
    • Solicitation and extortion.

Alignment with the United Nations Global Compact (UNGC)

  • The UNGC’s Principle 10 on Anti-Corruption states that “Businesses should work against corruption in all its forms, including extortion and bribery”.
  • The UNGC provides the document “Business Against Corruption - A Framework for Action which offers guidance to organizations on how to prevent and combat corruption within their operations

Policy Examples

Useful Resources

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