I. OECD GUIDELINES FOR MULTINATIONAL ENTERPRISES

VII. Combating Bribery, Bribe Solicitation andExtortion

Enterprises should not, directly or indirectly, offer, promise, give, ordemand a bribe or other undue advantage to obtain or retain business orother improper advantage. Enterprises should also resist the solicitation ofbribes and extortion. In particular, enterprises should:
1.

Not offer, promise or give undue pecuniary or other advantage to public
officials or the employees of business partners. Likewise, enterprises
should not request, agree to or accept undue pecuniary or otheradvantage from public officials or the employees of business partners.
Enterprises should not use third parties such as agents and otherintermediaries, consultants, representatives, distributors, consortia,contractors and suppliers and joint venture partners for channellingundue pecuniary or other advantages to public officials, or to employeesof their business partners or to their relatives or business associates.

2.

Develop and adopt adequate internal controls, ethics and complianceprogrammes or measures for preventing and detecting bribery,developed on the basis of a risk assessment addressing the individual
circumstances of an enterprise, in particular the bribery risks facing theenterprise (such as its geographical and industrial sector of operation).
These internal controls, ethics and compliance programmes or measures
should include a system of financial and accounting procedures,
including a system of internal controls, reasonably designed to ensure
the maintenance of fair and accurate books, records, and accounts, toensure that they cannot be used for the purpose of bribing or hiding
bribery. Such individual circumstances and bribery risks should be
regularly monitored and re-assessed as necessary to ensure theenterprise’s internal controls, ethics and compliance programme ormeasures are adapted and continue to be effective, and to mitigate therisk of enterprises becoming complicit in bribery, bribe solicitation andextortion.

3.

Prohibit or discourage, in internal company controls, ethics andcompliance programmes or measures, the use of small facilitation

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I. OECD GUIDELINES FOR MULTINATIONAL ENTERPRISES

payments, which are generally illegal in the countries where they aremade, and, when such payments are made, accurately record these inbooks and financial records.
4.

Ensure, taking into account the particular bribery risks facing theenterprise, properly documented due diligence pertaining to the hiring,as well as the appropriate and regular oversight of agents, and that
remuneration of agents is appropriate and for legitimate services only.
Where relevant, a list of agents engaged in connection with transactions
with public bodies and State-owned enterprises should be kept and madeavailable to competent authorities, in accordance with applicable publicdisclosure requirements.

5.

Enhance the transparency of their activities in the fight against bribery,bribe solicitation and extortion. Measures could include making public
commitments against bribery, bribe solicitation and extortion, anddisclosing the management systems and the internal controls, ethics andcompliance programmes or measures adopted by enterprises in order tohonour these commitments. Enterprises should also foster openness anddialogue with the public so as to promote its awareness of and cooperation with the fight against bribery, bribe solicitation and extortion.

6.

Promote employee awareness of and compliance with company policies
and internal controls, ethics and compliance programmes or measuresagainst bribery, bribe solicitation and extortion through appropriate
dissemination of such policies, programmes or measures and throughtraining programmes and disciplinary procedures.

7.

Not make illegal contributions to candidates for public office or topolitical parties or to other political organisations. Political contributions
should fully comply with public disclosure requirements and should bereported to senior management.

Commentary on Combating Bribery, Bribe Solicitation andExtortion
74. Bribery and corruption are damaging to democratic institutions and thegovernance of corporations. They discourage investment and distortinternational competitive conditions. In particular, the diversion of funds
through corrupt practices undermines attempts by citizens to achieve
higher levels of economic, social and environmental welfare, and it
impedes efforts to reduce poverty. Enterprises have an important role toplay in combating these practices.

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I. OECD GUIDELINES FOR MULTINATIONAL ENTERPRISES

75. Propriety, integrity and transparency in both the public and private
domains are key concepts in the fight against bribery, bribe solicitationand extortion. The business community, non-governmentalorganisations, governments and inter-governmental organisations haveall co-operated to strengthen public support for anticorruption measuresand to enhance transparency and public awareness of the problems ofcorruption and bribery. The adoption of appropriate corporate
governance practices is also an essential element in fostering a culture ofethics within enterprises.
76. The Convention on Combating Bribery of Foreign Public Officials inInternational Business Transactions (the Anti-Bribery Convention)entered into force on 15 February 1999. The Anti-Bribery Convention,
along with the 2009 Recommendation for Further Combating Bribery ofForeign Public Officials in International Business Transactions (the2009 Anti-Bribery Recommendation), the 2009 Recommendation on Tax
Measures for Further Combating Bribery of Foreign Public Officials inInternational Business Transactions, and the 2006 Recommendation onBribery and Officially Supported Export Credits, are the core OECD
instruments which target the offering side of the bribery transaction.
They aim to eliminate the “supply” of bribes to foreign public officials,
with each country taking responsibility for the activities of its
enterprises and what happens within its own jurisdiction.6 A programmeof rigorous and systematic monitoring of countries’ implementation of
the Anti-Bribery Convention has been established to promote the full
implementation of these instruments.
77. The 2009 Anti-Bribery Recommendation recommends in particular thatgovernments encourage their enterprises to develop and adopt adequate
internal controls, ethics and compliance programmes or measures for thepurpose of preventing and detecting foreign bribery, taking into accountthe Good Practice Guidance on Internal Controls, Ethics and6.

For the purposes of the Convention, a “bribe” is defined as an “…offer, promise, orgiv(ing) of any undue pecuniary or other advantage, whether directly or throughintermediaries, to a foreign public official, for that official or for a third party, inorder that the official act or refrain from acting in relation to the performance ofofficial duties, in order to obtain or retain business or other improper advantage inthe conduct of international business”. The Commentaries to the Convention(paragraph 9) clarify that “small ‘facilitation’ payments do not constitute payments
made ‘to obtain or retain business or other improper advantage’ within the meaningof paragraph 1 and, accordingly, are also not an offence. Such payments, which, insome countries, are made to induce public officials to perform their functions, suchas issuing licenses or permits, are generally illegal in the foreign country concerned.
Other countries can and should address this corrosive phenomenon by such means as
support for programmes of good governance. …”.

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I. OECD GUIDELINES FOR MULTINATIONAL ENTERPRISESCompliance, included as Annex II to the 2009 Anti-Bribery
Recommendation. This Good Practice Guidance is addressed toenterprises as well as business organisations and professional
associations, and highlights good practices for ensuring the effectivenessof their internal controls, ethics and compliance programmes ormeasures to prevent and detect foreign bribery.
78. Private sector and civil society initiatives also help enterprises to design
and implement effective anti-bribery policies.
79. The United Nations Convention against Corruption (UNCAC), which
entered into force on 14 December 2005, sets out a broad range ofstandards, measures and rules to fight corruption. Under the UNCAC,
States Parties are required to prohibit their officials from receiving
bribes and their enterprises from bribing domestic public officials, aswell as foreign public officials and officials of public internationalorganisations, and to consider disallowing private to private bribery. TheUNCAC and the Anti-Bribery Convention are mutually supporting andcomplementary.
80. To address the demand side of bribery, good governance practices areimportant elements to prevent enterprises from being asked to pay
bribes. Enterprises can support collective action initiatives on resisting
bribe solicitation and extortion. Both home and host governments should
assist enterprises confronted with solicitation of bribes and withextortion. The Good Practice Guidance on Specific Articles of theConvention in Annex I of the 2009 Anti-Bribery Recommendation statesthat the Anti-Bribery Convention should be implemented in such a waythat it does not provide a defence or exception where the foreign public
official solicits a bribe. Furthermore, the UNCAC requires thecriminalisation of bribe solicitation by domestic public officials.

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